Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~Yes ☐~~ NoYes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~May 23,~~August 8, 2022, there were 26,254,167 shares of Excelerate Energy, Inc.'s Class A ~~common stock,~~Common Stock, $0.001 par value per share, and 82,021,389 shares of Excelerate Energy, Inc.’s Class B ~~common stock,~~Common Stock, par value $0.001 per share, outstanding.

This Quarterly Report on Form 10-Q (this “Form 10-Q”) contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), about Excelerate Energy, Inc. (“Excelerate” and together with its subsidiaries, “we,” ~~“us”~~“us,” “our” or the “Company”) and our industry that involve substantial risks and uncertainties. All statements other than statements of historical fact including, without limitation, statements regarding our future results of operations or financial condition, business strategy and plans, expansion plans and strategy, economic conditions, both generally and in particular in the regions in which we operate or plan to operate, and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “consider,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described under “~~Risk~~“Risk Factors” in Excelerate’s prospectus (the “Prospectus”) (File No. 333-262065), dated April 12, 2022 and filed on April 14, 2022 with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(4) under the Securities Act and elsewhere in the Prospectus, this Form 10-Q and our other filings with the SEC, including, but not limited to, the following:

Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Form 10-Q. The unprecedented nature of the Covid-19 (as defined herein) pandemic and the invasion of Ukraine by Russia may give rise to risks that are currently unknown or amplify the risks associated with many of the foregoing events or factors. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Form 10-Q. And while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Form 10-Q to reflect events or circumstances after the date of this Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.

~~Item 1.~~Consolidated Balance Sheets
As of June 30, 2022 and December 31, 2021

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

Balance Sheets
AsConsolidated Statements of ~~March 31,~~Income (Unaudited)
For the Three and Six Months Ended June 30, 2022 and ~~December 31,~~ 2021

The accompanying notes are an integral part of these ~~balance sheets.~~consolidated financial statements.

Consolidated Statements of Comprehensive Income (Unaudited)
For the Three and Six Months Ended June 30, 2022 and 2021

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

Consolidated Statements of Changes in Equity (Unaudited)
For the Three and Six Months Ended June 30, 2022 and 2021

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

Consolidated Statements of Cash Flows (Unaudited)
For the Six Months Ended June 30, 2022 and 2021

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

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

~~Consolidated Statements of Income~~ (Unaudited)
For the Three Months Ended March 31, 2022 and 2021

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

~~Consolidated Statements of Comprehensive Income (Unaudited)~~
~~For the Three Months Ended March 31, 2022 and 2021~~

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

~~Consolidated Statements of Changes in Equity (Unaudited)~~
~~For the Three Months Ended March 31, 2022 and 2021~~

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

~~Consolidated Statements of Cash Flows~~ (Unaudited)
For the Three Months Ended March 31, 2022 and 2021

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

Depreciation expense for the three months ended ~~March 31,~~June 30, 2022 and 2021 was $~~23.2~~23.5 million and $25.7 million, respectively. For the six months ended June 30, 2022 and 2021, depreciation expense was $46.7 million and $51.4 million, respectively.

As part of the IPO Transaction, in exchange for (i) 7,854,167 shares of Class A Common Stock with a fair market value (based on the IPO price) of $188.5 million, (ii) a cash payment of $50.0 million and (iii) $21.5 million of estimated future payments under the TRA, EELP purchased from Maya Maritime LLC, a wholly owned subsidiary of the Foundation, all of the issued and outstanding membership interests in the Foundation Vessels. The acquisition of both the Excelsior and the Excellence vessels were accounted for as asset acquisitions in accordance with Accounting Standards Codification 805, Business Combinations (“ASC 805”). In accordance with ASC 805, the accumulated cost of the vessel acquisitions, including Class A Common Stock and contingent consideration related to the TRA, were allocated to the assets acquired based on relative fair value. In 2018, EELP entered into an agreement with a customer to lease the Excellence vessel with the vessel transferring ownership to the customer at the conclusion of the agreement for no additional consideration. Historically, EELP, as a lessor, has accounted for the Excellence vessel contract with our customer as a sales-type lease in the consolidated balance sheet in accordance with Accounting Standards Codification 842, Leases (“ASC 842”). The Excellence vessel will continue to be accounted for as a sales-type lease and thus will not result in an adjustment to property and equipment. The difference between the consideration given to acquire the Excellence vessel and the historical finance lease liability resulted in a $21.8 million early extinguishment of lease liability loss on our consolidated statements of income.

~~13.~~15.

Revenue

The following table presents the Company’s revenue for the three and six months ended ~~March 31,~~June 30, 2022 and 2021 (in thousands):

For the three months ended March 31,

2022

2021

Revenue from leases

$
74,062

$
95,145

Revenue from contracts with customers

Time charter, regasification and other services

23,530

30,718

Gas sales

494,081

38,950

Total revenue

$
591,673

$
164,813

~~Excelerate Energy Limited Partnership~~

~~Notes to Consolidated Financial Statements (Unaudited)~~


	For the three months ended June 30,				For the six months ended June 30,
	2022		2021		2022		2021
Revenue from leases	$	81,895	$	85,322	$	155,957	$	180,467
Revenue from contracts with customers
Time charter, regasification and other services		28,177		24,536		51,707		55,254
Gas sales		512,857		82,940		1,006,938		121,890
Total revenue	$	622,929	$	192,798	$	1,214,602	$	357,611

Lease revenue

The Company’s time charter contracts are accounted for as operating or sales-type leases. The Company's revenue from leases is presented within revenues in the consolidated statements of income and for the three and six months ended ~~March 31,~~June 30, 2022 and 2021 consists of the following (in thousands):


	For the three months ended March 31,				For the three months ended June 30,				For the six months ended June 30,
	2022		2021		2022		2021		2022		2021
Operating lease income	$	55,274	$	75,898	$	63,027	$	65,968	$	118,301	$	141,866
Sales-type lease income		18,788		19,247		18,868		19,354		37,656		38,601
Total revenue from leases	$	74,062	$	95,145	$	81,895	$	85,322	$	155,957	$	180,467

Sales-type leases

Sales-type lease income is interest income that is presented within lease revenues on the consolidated statements of income. The Company leased 2 vessels and a terminal under sales-type leases as it is reasonably certain that the ownership of these assets will transfer to the customer at the end of the term. For the three and six months ended ~~March 31,~~June 30, 2022, ~~and 2021,~~ the Company recorded lease income from the net investment in the leases within revenue from lease contracts of $~~18.8~~18.9 million and $~~19.2~~37.7 million, respectively, compared to $19.4 million and $38.6 million for the three and six months ended June 30 2021, respectively.

Operating leases

Revenue from time charter contracts accounted for as operating leases is recognized by the Company on a straight-line basis over the term of the contract. As of ~~March 31,~~June 30, 2022, the Company is the lessor to long-term time charter agreements with customers on 6 of its vessels. The following represents the amount of property and equipment that is leased to customers as of ~~March 31,~~June 30, 2022 and December 31, 2021 (in thousands):


	June 30, 2022			December 31, 2021
Property and equipment	$	1,804,721		$	1,899,892
Accumulated depreciation		(663,415	)		(766,642	)
Property and equipment, net	$	1,141,306		$	1,133,250

March 31, 2022

December 31, 2021

Property and equipment

$
1,918,967

$
1,899,892

Accumulated depreciation

(786,356
)

(766,642
)
Property and equipment, net

$
1,132,611

$
1,133,250

Excelerate Energy, Inc.

Notes to Consolidated Financial Statements (Unaudited)

The future minimum revenues presented in the table below should not be construed to reflect total charter hire revenues for any of the years presented. Minimum future revenues included below are based on the fixed components and do not include variable or contingent revenue. Additionally, revenue generated from short-term charters are not included as the duration of the contracts are less than a year. As of ~~March 31,~~June 30, 2022, the minimum contractual future revenues to be received under the time charters during the next five years and thereafter are as follows (in thousands):

Year

Sales-type

Operating

2022

$
66,009

$
157,416

2023

80,449

167,190

2024

84,214

132,753

2025

87,612

121,510

2026

87,612

93,327

Thereafter

579,486

498,440

Total undiscounted

$
985,382

$
1,170,636

Less: imputed interest

(563,064
)

Net investment in sales-type leases

422,318

Less: current portion

(12,775
)

Non-current net investment in sales-type leases

$
409,543

~~Excelerate Energy Limited Partnership~~

~~Notes to Consolidated Financial Statements (Unaudited)~~


Year	Sales-type			Operating
Remainder of 2022	$	44,167		$	128,305
2023		80,449			167,190
2024		84,214			132,753
2025		87,612			121,510
2026		87,612			93,327
Thereafter		579,486			509,322
Total undiscounted	$	963,540		$	1,152,407
Less: imputed interest		(544,197	)
Net investment in sales-type leases		419,343
Less: current portion		(12,200	)
Non-current net investment in sales-type leases	$	407,143

Revenue from contracts with customers

The following table shows disaggregated revenues from customers attributable to the country in which the revenues were derived (in thousands). Revenues from external customers are attributed to the country in which the party to the applicable agreement has its principal place of business.


	For the three months ended June 30, 2022
			Revenue from contracts with customers
	Revenue from		TCP, Regas		Gas		Total
	leases		and other		sales		revenue
Bangladesh	$	18,626	$	9,453	$	0	$	28,079
UAE		16,253		5,380		0		21,633
Pakistan		11,003		2,853		0		13,856
Argentina		13,391		5,870		0		19,261
Brazil		13,051		1,873		512,857		527,781
Israel		9,571		1,459		0		11,030
United States		0		1,259		0		1,259
Other		0		30		0		30
Total revenue	$	81,895	$	28,177	$	512,857	$	622,929


	For the three months ended June 30, 2021
			Revenue from contracts with customers
	Revenue from		TCP, Regas		Gas		Total
	leases		and other		sales		revenue
Bangladesh	$	19,355	$	8,515	$	82,940	$	110,810
UAE		17,990		3,773		0		21,763
Pakistan		11,018		2,424		0		13,442
Argentina		12,833		4,638		0		17,471
Brazil		12,265		1,824		0		14,089
Israel		9,494		1,744		0		11,238
United States		0		982		0		982
Other		2,367		636		0		3,003
Total revenue	$	85,322	$	24,536	$	82,940	$	192,798

Three months ended March 31, 2022

Revenue from contracts with customers

Revenue from

TCP, Regas

Gas

Total

leases

and other

sales

revenue

Bangladesh

$
18,788

$
9,275

$
—

$
28,063

UAE

12,738

2,882

—

15,620

Pakistan

10,882

2,484

—

13,366

Argentina

9,375

4,152

—

13,527

Brazil

12,907

1,661

419,982

434,550

Israel

9,372

1,654

—

11,026

United States

—

1,099

74,099

75,198

Other

—

323

—

323

Total revenue

$
74,062

$
23,530

$
494,081

$
591,673

Excelerate Energy, Inc.

Three months ended March 31, 2021

Revenue from contracts with customers

Revenue from

TCP, Regas

Gas

Total

leases

and other

sales

revenue

Bangladesh

$
19,247

$
9,302

$
—

$
28,549

UAE

14,301

6,404

—

20,705

Pakistan

10,882

2,711

—

13,593

Argentina

9,428

3,711

—

13,139

Brazil

12,130

1,565

—

13,695

Israel

9,390

1,476

—

10,866

China

—

—

38,950

38,950

Other

19,767

5,549

—

25,316

Total revenue

$
95,145

$
30,718

$
38,950

$
164,813

Notes to Consolidated Financial Statements (Unaudited)


	For the six months ended June 30, 2022
			Revenue from contracts with customers
	Revenue from		TCP, Regas		Gas		Total
	leases		and other		sales		revenue
Bangladesh	$	37,414	$	18,728	$	0	$	56,142
UAE		28,991		8,262		0		37,253
Pakistan		21,885		5,337		0		27,222
Argentina		22,766		10,022		0		32,788
Brazil		25,958		3,534		932,839		962,331
Israel		18,943		3,113		0		22,056
United States		0		2,358		74,099		76,457
Other		0		353		0		353
Total revenue	$	155,957	$	51,707	$	1,006,938	$	1,214,602


	For the six months ended June 30, 2021
			Revenue from contracts with customers
	Revenue from		TCP, Regas		Gas		Total
	leases		and other		sales		revenue
Bangladesh	$	38,602	$	17,817	$	82,940	$	139,359
UAE		32,291		7,338		0		39,629
Pakistan		21,900		5,135		0		27,035
Argentina		22,261		8,349		0		30,610
Brazil		24,395		3,389		0		27,784
Israel		18,884		3,220		0		22,104
United States		9,100		5,729		0		14,829
China		0		0		38,950		38,950
Other		13,034		4,277		0		17,311
Total revenue	$	180,467	$	55,254	$	121,890	$	357,611

Assets and liabilities related to contracts with customers

Under most ~~customer~~gas sales contracts, invoicing occurs once the Company’s performance obligations have been satisfied, at which point payment is unconditional. Invoicing for TCP, regas and other services, invoicing timing varies and occurs according to the contract. As of ~~March 31,~~June 30, 2022, and December 31, 2021, receivables from contracts with customers associated with revenue from services was $~~102.3~~175.2 million and $232.5 million, respectively. These amounts are presented within accounts receivable, net on the consolidated balance sheets. In addition, revenue for services recognized in excess of the invoiced amounts, or accrued revenue, outstanding at ~~March 31,~~June 30, 2022 and December 31, 2021, was $~~7.6~~9.2 million and $12.8 million, respectively. Accrued revenue represents current contract asset that will turn into accounts receivable within the next 12 months and be collected during the Company’s normal business operating cycle. Accrued revenue is presented in accounts receivable, net on the consolidated balance sheets. Other items included in accounts receivable, net represent receivables associated with leases which are accounted for in accordance with the leasing standard. There were no impairment losses for trade receivables for lease or time charter services or contract assets for the ~~three~~six months ended ~~March 31,~~June 30, 2022, and 2021.

Contract liabilities from advance payments in excess of revenue recognized from services as of ~~March 31,~~June 30, 2022 and December 31, 2021 ~~was~~were $~~1.6~~1.5 million and $1.5 million, respectively. The performance obligations are expected to be satisfied during the next 12 months, and the contract liabilities are classified within current portion of deferred revenue on the consolidated balance sheets. The remaining portion of current deferred revenue relates to the lease component of the Company’s time charter contracts which are accounted for in accordance with the leasing standard. Noncurrent deferred revenue presented in other long-term liabilities on the consolidated balance sheets represents payments allocated to the Company’s performance obligation for drydocking services within time charter contracts in which the lease component is accounted for as a sales-type lease. Revenue will be recognized once the performance obligation is complete and occurs every five years.

~~Excelerate Energy Limited Partnership~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

The following table reflects the changes in our long-term contract liabilities to customers, as of ~~March 31,~~June 30, 2022 and December 31, 2021 (in thousands):


	March 31, 2022		December 31, 2021		June 30, 2022		December 31, 2021
Deferred revenues, beginning of period	$	14,451	$	9,569	$	14,451	$	9,569
Cash received but not yet recognized		1,212		4,882		2,536		4,882
Deferred revenues, end of period	$	15,663	$	14,451	$	16,987	$	14,451

Excelerate Energy, Inc.

Notes to Consolidated Financial Statements (Unaudited)

Some of the Company’s contracts are short-term in nature with a contract term of less than a year. The Company applied the optional exemption not to report any unfulfilled performance obligations related to these contracts.

The Company has long-term arrangements with customers in which the Company provides regasification and other services as part of time charter party contracts. The price under these agreements is typically stated in contracts. The fixed transaction price allocated to the remaining performance obligations under these arrangements is $~~424.8~~413.1 million as of ~~March 31,~~June 30, 2022. The Company expects to recognize revenue from contracts exceeding one year over the following time periods (in thousands):


2022	$	35,636	$	23,953
2023		43,558		43,558
2024		44,845		44,845
2025		44,071		44,071
2026		44,071		44,071
Thereafter		212,595		212,595
	$	424,776	$	413,093

~~14.~~16.

Long-term Incentive Compensation

In April 2022, Excelerate adopted the Excelerate Long-Term Incentive Plan (the “LTI Plan”). The LTI Plan was adopted to promote and closely align the interests of Excelerate's employees, officers, non-employee directors and other service providers and its stockholders by providing stock-based compensation and other performance-based compensation. The LTI Plan allows for the grant of up to 10.8 million shares, stock options, stock appreciation rights, alone or in conjunction with other awards; restricted stock and restricted stock units; incentive bonuses, which may be paid in cash, stock or a combination thereof; and other stock-based awards. The share pool will be increased on January 1st of each calendar year beginning in 2023 by a number of shares equal to 4% of the outstanding shares of Class A Common Stock on the preceding December 31st. The LTI Plan is administered by the Compensation Committee or such other committee designated by the board of directors of Excelerate to administer the LTI Plan.

The Company’s stock option and restricted stock unit awards both qualify as equity awards and are amortized into “Selling, general and administrative expense” and “Cost of revenue and vessel operating expenses” on the Consolidated Statements of Income on a straight-line basis. Stock options were granted to certain employees of Excelerate and vest over five years. The Company also issued restricted stock units to directors that vest ratably over either one or three years.

For the three and six months ended June 30, 2022, the Company recognized $0.3 million in long-term incentive compensation expense for both its stock options and restricted stock unit awards.

Stock options

The following table summarizes stock option activity for the six months ended June 30, 2022 and provides information for outstanding and exercisable options as of June 30, 2022:


	Number of Options		Weighted Average Exercise Price
			(per share)
Outstanding at January 1, 2022		0	$	0
Granted		338,935		24.00
Exercised		0		0
Forfeited or expired		0		0
Outstanding at June 30, 2022		338,935	$	24.00
Exercisable at June 30, 2022		0	$	0

Excelerate Energy, Inc.

Notes to Consolidated Financial Statements (Unaudited)

As of June 30, 2022 the Company had $4.4 million in unrecognized compensation costs related to its stock options that it expects to recognize over a weighted average period of 4.8 years.

Restricted stock unit awards

The following table summarizes restricted stock unit activity for the six months ended June 30, 2022 and provides information for unvested shares as of June 30, 2022:


	Number of Shares		Weighted Average Fair Value
			(per share)
Unvested at January 1, 2022		0	$	0
Granted		20,832		24.00
Exercised		0		0
Forfeited or expired		0		0
Unvested at June 30, 2022		20,832	$	24.00

As of June 30, 2022 the Company had $0.4 million in unrecognized compensation costs related to its restricted stock unit awards that it expects to recognize over a weighted average period of 1.9 years.

17.

Income taxes

~~The~~In computing the provision for income taxes for interim periods, the Company estimates the annual effective tax rate for the full year ~~to be~~which is applied to the actual year-to-date ordinary income (loss) and ~~reports~~reflects the tax effects of discrete items in its provision for income taxes as they occur.

The ~~tax~~ provision for income taxes for the three months ended ~~March 31,~~June 30, 2022 and ~~March 31,~~June 30, 2021 was $~~3.7~~7.8 million and $~~4.5~~4.4 million, respectively. The ~~decrease in the tax~~ provision for income taxes for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and June 30, 2021 was $11.5 million and $8.9 million, respectively. The increase was primarily attributable to U.S. income taxes incurred at the ~~year over year~~corporate level beginning in April 2022 and the year-over-year change in the geographical mix of ~~pretax~~pre-tax book income.

The effective tax rate for the three months ended ~~March 31,~~June 30, 2022 and ~~March 31,~~June 30, 2021 was ~~22.5~~204.7% and ~~10.6~~55.1%, respectively. The effective tax rate for the six months ended June 30, 2022 and June 30, 2021 was 56.5% and 17.6%, respectively. The increase inwas primarily driven by the reduction of income before tax ~~provision~~due to the loss on early extinguishment of the lease liability on acquisition of the Excellence vessel without a corresponding tax benefit which increased our effective tax rate by 174.3% and 29.2% for the three and six months ended ~~March 31,~~June 30, 2022, ~~was driven by the change in geographical mix of pretax book income in certain taxable entities and jurisdictions as well as withholding tax accruals.~~

~~The~~respectively. Our effective tax ~~rates~~rate was also impacted by 39.8% and 7.5% for the three and six months ended ~~March 31,~~June 30, 2022, ~~and March 31, 2021 differ from~~respectively, due to being subject to U.S. income taxes incurred at the corporate level beginning April 2022.

We are a corporation for U.S. federal ~~statutory rate of~~ 21~~% primarily due to the Company’s election to be~~and state income tax purposes. Excelerate’s accounting predecessor, EELP, is treated as a pass-through entity for U.S. federal income tax purposes and, as such, ishas generally not been subject to U.S. federal ~~and most state income taxes. Instead, the Company’s U.S.~~ income tax ~~activity is allocated~~at the entity level. Accordingly, unless otherwise specified, our historical results of operations prior to ~~individuals and entities affiliated with~~ the ~~Company.~~ IPO do not include any provision for U.S. federal income tax for EELP.

The Company ~~also~~ has international operations that are also subject to foreign income tax ~~requirements.~~and U.S. corporate subsidiaries subject to U.S. federal tax. Therefore, our effective income tax rate is dependent on many factors, including the Company’s geographical distribution of income, a rate benefit attributable to the portion of the Company’s earnings not subject to corporate level taxes, and the impact of nondeductible items. In one jurisdiction, the Company’s tax rate is significantly less than the applicable statutory rate as a result of a tax holiday that was granted. This tax holiday will expire in 2033 at the same time that our contract and revenue with our customer ends.

~~15.~~18.

Related party transactions

The Company had ~~two~~one debt instruments with related parties, ~~including~~ a sale leaseback agreement with the Nakilat JV ~~and the KFMC Note.~~as of June 30, 2022. For details on ~~these~~this debt ~~instruments,~~instrument, see Note 11 – Long-term debt – related party. Prior to the IPO, EELP, certain of its subsidiaries and other affiliates of Kaiser ~~are~~were guarantors to the Kaiser Credit ~~Line.~~Line (as defined herein). For details on this facility, see Note 1720 – Commitments and contingencies.

Kaiser has over time donated significant amounts of money to the ~~George Kaiser Family Foundation (the “Foundation”).~~Foundation. The Foundation has an independent board and Kaiser does not exert control or have ownership over the Foundation. However, several of Kaiser’s close family members are on the board of directors of the Foundation and for the purposes of these accounts, where transactions with the Foundation occur, they are reported as related party transactions. ~~The~~As of June 30, 2022, the Company had ~~two finance lease arrangements~~no outstanding balance with ~~companies owned by~~ the ~~Foundation for the use~~Foundation. As of ~~the~~ ~~Excellence~~ ~~and~~ ~~Excelsior~~ ~~vessels as well as operating maintenance services. As~~

~~Excelerate Energy Limited Partnership~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

~~of March 31, 2022, and~~ December 31, 2021, the Company had an outstanding balance with the Foundation related to the finance leases of the Foundation Vessels totaling $~~223.7~~ ~~million and~~ $226.6 ~~million, respectively.~~million. Interest expense in related party finance leases for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021 amounted to

Excelerate Energy, Inc.

Notes to Consolidated Financial Statements (Unaudited)

$7.0 million and $~~7.4~~14.7 million, respectively. As part of the vessel management agreements, EELP provided bookkeeping and other back office administrative services for the Foundation ~~Vessels (as defined herein).~~Vessels. EELP purchased the Foundation Vessels from an affiliate of the Foundation in connection with the IPO. For further details on this purchase, see Note 218 – ~~Subsequent events.~~Property and equipment.

The following transactions with related parties are included in the accompanying consolidated statements of income (in thousands):

Three months ending March 31,

2022

2021

Management fees and other expenses with Kaiser

$
748

$
229


	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
Management fees and other expenses with Kaiser	$	271	$	200	$	1,019	$	429

The following balances with related parties are included in the accompanying consolidated balance sheets (in thousands):

March 31, 2022

December 31, 2021

Amounts due from related parties

$
11,214

$
11,140

Amounts due to related parties

$
8,951

$
7,937

Prepaid expenses – related party

$
2,700

$
5,917


	June 30, 2022		December 31, 2021
Amounts due from related parties	$	4,877	$	11,140
Amounts due to related parties	$	713	$	7,937
Prepaid expenses – related party	$	2,133	$	5,917

EELP and certain of its subsidiaries and affiliates entered into certain transactions with Kaiser and affiliates of Kaiser that had significant activity during the ~~three~~six months ended ~~March 31,~~June 30, 2022, as described below.

GBK Corporation, an affiliate of Kaiser, issued a guarantee dated August 19, 2011, in respect of all payment and performance obligations owed by Excelerate Energy Brazil, LLC and Excelerate Energy Servicos de Regaseficacao Ltda to Petroleo Brasileiro S.A. under an operation and services agreement and time charter party, which guarantee is subject to a cap of $55 million on certain indemnification obligations. This guarantee was terminated effective January 11, 2022, and EELP issued a new guarantee in respect of such obligations.

As credit support for LNG cargos, Kaiser obtained letters of credit under the Kaiser Credit Line ~~(as defined herein)~~ on behalf of Excelerate Gas Marketing Limited Partnership, a subsidiary of EELP, in favor of LNG suppliers, in the following approximate aggregate amounts: $329.3 million in 2021, of which NaN remained outstanding as of ~~March 31,~~June 30, 2022; and $~~15.3~~27.3 million in the ~~three~~six months ended ~~March 31,~~June 30, 2022, none of which $~~15.3~~ ~~million~~ remained outstanding as of ~~March 31,~~June 30, 2022. In connection with the IPO, the credit support previously provided for LNG cargo purchases under the Kaiser Credit Line has been replaced by letters of credit obtained under the EE Revolver.

Kaiser issued a guarantee dated September 11, 2013 (and reaffirmed on December 1, 2015) in favor of Algonquin Gas Transmission, LLC (“AGT”) and Maritimes & Northeast Pipeline, L.L.C. (each a wholly owned subsidiary of Enbridge, Inc.), in respect of all payment obligations owed by ENE Onshore and Excelerate New England Lateral, LLC (“ENE Lateral”) (the “AGT Guarantee”). In addition, Kaiser obtained a letter of credit on behalf of ENE Onshore and ENE Lateral (the “AGT LOC”). The amount available for drawing under the AGT LOC reduces monthly and was approximately $16.5 million as of December 31, 2021 and $~~9.9~~3.4 million as of ~~March 31,~~June 30, 2022. In connection with the Northeast Gateway Contribution, EELP agreed to (i) indemnify Kaiser in respect of Kaiser’s obligations related to ENE Lateral under the AGT Guarantee and AGT LOC, (ii) pay an annual fee in the amount of $1.2 million (pro-rated based on the number of days such guarantee remains outstanding in any year (beginning September 17, 2021)) to Kaiser to maintain such AGT Guarantee and (iii) reimburse Kaiser for any fees actually incurred under the AGT LOC.

Kaiser issued an uncapped construction and operational guarantee dated May 14, 2007 in favor of the Secretary of Transportation, United States of America, as represented by the Maritime Administrator (“MARAD”), in respect of Northeast Gateway Energy Bridge, LP’s obligations related to design, construction, operations and decommissioning under the deepwater port license issued by MARAD (the “Kaiser – MARAD Guarantee”). In addition, Kaiser obtained a letter of credit in favor of MARAD to cover decommissioning costs in the amount of approximately $15.4 million (the “Kaiser – MARAD LOC”), which Kaiser – MARAD LOC was amended and increased to $16.3 million in December 2021. In connection with the Northeast Gateway Contribution, EELP agreed to (i) indemnify Kaiser in respect of Kaiser’s obligations under the Kaiser-MARAD Guarantee and the Kaiser – MARAD LOC, (ii) pay a nominal fee to Kaiser to maintain such Kaiser-MARAD Guarantee and (iii) reimburse Kaiser for any fees actually incurred under the MARAD LOC.

~~Excelerate Energy Limited Partnership~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

Also in connection with the Northeast Gateway Contribution during September 2021, EE Holdings made a $57.2 million contribution to the Company to allow it to repay the remaining amount owed on a promissory note between ENE Lateral and ~~KFMC~~.KFMC. During September 2021, EE Holdings also made a $16.5 million contribution in the form of a Note Receivable from Kaiser (the “Kaiser Note Receivable”) to provide for funding of certain amounts expected to be paid in the next twelve months. The Kaiser Note Receivable bears interest at 1.55% with $3.3 million payable each month by Kaiser to the Company. The Kaiser Note Receivable was presented as contra-equity in the consolidated financial statements. The Kaiser Note Receivable was repaid in full in February 2022.

Excelerate Energy, Inc.

Notes to Consolidated Financial Statements (Unaudited)

Kaiser obtained a letter of credit under the Kaiser Credit Line on behalf of Excelerate Energy Development DMCC for the benefit of Engro Elengy Terminal (Private) Limited in the amount of $20 million. In connection with the IPO, this letter of credit was replaced with a letter of credit obtained under the EE ~~Revolver.~~Revolver in April 2022.

Kaiser obtained a letter of credit under the Kaiser Credit Line on behalf of Excelerate Energy Bangladesh Ltd. for the benefit of Bangladesh Oil, Gas & Mineral Corporation in the amount of $20 million. In connection with the IPO, this letter of credit was replaced with a letter of credit obtained under the EE ~~Revolver.~~Revolver in April 2022.

~~16.~~19.

Concentration risk

The Company is subject to concentrations of credit risk principally from cash and cash equivalents, restricted cash, derivative financial instruments, and accounts receivable. The Company limits the exposure to credit risk with cash and cash equivalents and restricted cash by placing it with highly rated financial institutions. Additionally, the Company evaluates the counterparty risk of potential customers based on credit evaluations including analysis of the counterparty’s established credit rating or assessment of the counterparty’s creditworthiness based on an analysis of financial condition when a credit rating is not available, historical experience, and other factors.

To manage credit risk associated with the interest rate hedges, the Company selected counterparties based on their credit ratings and limits the exposure to any single counterparty. The counterparties to the derivative contracts are major financial institutions with investment grade credit ratings. The Company periodically monitors the credit risk of the counterparties and adjusts the hedging position as appropriate. The impact of credit risk, as well as the ability of each party to fulfill its obligations under the derivative financial instruments, is considered in determining the fair value of the contracts. Credit risk has not had a significant effect on the fair value of the derivative instruments. The Company does not have any credit risk-related contingent features or collateral requirements associated with the derivative contracts.

The following table shows customers with revenues of 10% or greater of total revenues:


	Percentage of Total Revenues						Percentage of Total Revenues
	Three months ended						Six months ended
	March 31,						June 30,
	2022			2021			2022			2021
Customer A		73	%		8	%		78	%		8	%
Customer B		13	%		0	%		3	%		34	%
Customer C		3	%		12	%		0	%		11	%
Customer D		0	%		24	%

Substantially all of the net book value of our long-lived assets are located outside the United States. The Company’s fixed assets are largely comprised of vessels that can be deployed globally due to their mobile nature. As such, the Company is not subject to significant concentration risk of fixed assets.

~~17.~~20.

Commitments and contingencies

The Company may be involved in legal actions in the ordinary course of business, including governmental and administrative investigations, inquiries and proceedings concerning employment, labor, environmental and other claims. The Company will recognize a loss contingency in the consolidated financial statements when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. The Company will disclose any loss contingencies that do not meet both conditions if there is a reasonable possibility that a loss may have been incurred. Gain contingencies are not recorded until realized.

~~The Company~~EELP and certain of its subsidiaries, and other entities under common control of Kaiser, were guarantors to a Kaiser revolving loan facility ~~as of March 31, 2022. The Company~~prior to Excelerate’s IPO. EELP provided a first lien against one of the Company’s vessels to collateralize this facility. The facility was a committed line of $600 million with a third-party bank that would expire on September 30, 2022 (the “Kaiser Credit Line”). ~~The Company~~EELP utilized the Kaiser Credit Line to issue letters of credit or bank guarantees to counterparties to guarantee its performance. As of ~~March 31, 2022 and~~ December 31, 2021, the Company had issued $~~81.5~~ ~~million and $~~142.5 million ~~respectively,~~ in letters of credit under the Kaiser Credit Line. In connection with the IPO, the first lien against an EELP vessel and other

~~Excelerate Energy Limited Partnership~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

collateral and guarantees provided by EELP and its subsidiaries was released by the lender under the Kaiser Credit Line and certain credit support previously provided to EELP by Kaiser under the Kaiser Credit Line was replaced with credit support under the EE Revolver. As of June 30, 2022, the Company had issued $40 million in letters of credit under the EE Revolver.

~~18.~~21.

Asset retirement obligations

The Company’s asset retirement obligation represents the present value of estimated future costs associated with the decommissioning of the Northeast Gateway Deepwater LNG Port in the Massachusetts Bay. In accordance with the port's license and

Excelerate Energy, Inc.

Notes to Consolidated Financial Statements (Unaudited)

permits, the Company is legally required to decommission the port and estimates that this will occur at the end of the related pipeline capacity agreement in 2032.

The following table presents the balances for asset retirement obligations and the changes due to accretion expense (in thousands):


	March 31, 2022		December 31, 2021		June 30, 2022		December 31, 2021
Asset retirement obligations, beginning of period	$	34,929	$	33,499	$	34,929	$	33,499
Accretion expense		367		1,430		738		1,430
Asset retirement obligations, end of period	$	35,296	$	34,929	$	35,667	$	34,929

~~19.~~22.

Supplemental noncash disclosures for consolidated statement of cash flows

Supplemental noncash disclosures for the consolidated statement of cash flows consist of the following (in thousands):


	Three months ended March 31,				Three months ended June 30,					Six months ended June 30,
	2022		2021		2022		2021			2022		2021
Supplemental cash flow information:
Cash paid for taxes	$	12,544	$	4,843	$	2,223	$	3,370		$	14,767	$	8,213
Cash paid for interest		17,989		20,340		13,194		20,871			31,183		41,211
Right-of-use assets obtained in exchange for lease obligations		219		0		937		—			1,156		—
Capital expenditures included in accounts payable		8,516		2,246		1,086		(1,220	)		9,602		1,026
Vessel acquisition						188,500		—			188,500		—

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets as of ~~March 31,~~June 30, 2022 and December 31, 2021 (in thousands):


	March 31, 2022		December 31, 2021		June 30, 2022		December 31, 2021
Cash and cash equivalents	$	82,905	$	72,786	$	386,337	$	72,786
Restricted cash – current		3,347		2,495		2,461		2,495
Restricted cash – non-current		16,104		15,683		16,903		15,683
Cash, cash equivalents, and restricted cash	$	102,356	$	90,964	$	405,701	$	90,964

~~20.~~23.

Accumulated other comprehensive (income) loss

Changes in components of accumulated other comprehensive (income) loss were (in thousands):


	Cumulative translation adjustment		Qualifying cash flow hedges			Share of OCI in equity method investee			Total			Cumulative translation adjustment			Qualifying cash flow hedges			Share of OCI in equity method investee			Total
At January 1, 2022	$	2,167	$	3,702		$	3,309		$	9,178		$	2,167		$	3,702		$	3,309		$	9,178
Other comprehensive (income) loss		—		(2,958	)		(492	)		(3,450	)		0			(2,958	)		(492	)		(3,450	)
Reclassification to income		—		(86	)		(1,922	)		(2,008	)		—			(86	)		(1,922	)		(2,008	)
At March 31, 2022	$	2,167	$	658		$	895		$	3,720		$	2,167		$	658		$	895		$	3,720
Other comprehensive (income) loss													—			(806	)		(1,325	)		(2,131	)
Reclassification to income													—			(444	)		532			88
Reclassification to NCI													(1,643	)		322			(157	)		(1,478	)
At June 30, 2022												$	524		$	(270	)	$	(55	)	$	199

At January 1, 2021	$	2,167	$	7,027		$	5,767		$	14,961		$	2,167		$	7,027		$	5,767		$	14,961
Other comprehensive (income) loss		—		(1,865	)		(2,628	)		(4,493	)		—			(1,865	)		(2,628	)		(4,493	)
Reclassification to income		—		(174	)		804			630			—			(174	)		804			630
At March 31, 2021	$	2,167	$	4,988		$	3,943		$	11,098		$	2,167		$	4,988		$	3,943		$	11,098
Other comprehensive (income) loss													—			3,800			(369	)		3,431
Reclassification to income													—			(3,279	)		860			(2,419	)
At June 30, 2021												$	2,167		$	5,509		$	4,434		$	12,110

2628

Excelerate Energy, Inc.

Notes to Consolidated Financial Statements (Unaudited)

~~21.~~24.

Subsequent events

~~In connection~~On August 5, 2022, the Company announced that our Board of Directors declared an inaugural cash dividend with respect to the ~~Excelerate IPO, the following actions took place in April 2022.~~

~~Amended and Restated Limited Partnership Agreement~~

EE Holdings amended and restated the limited partnership agreement of EELP (the “EELP Limited Partnership Agreement”) whereby, all of the outstanding interests of EELP were recapitalized into Class B interests and EELP was authorized to issue Class A interests. Subject to certain limitations, the EELP Limited Partnership Agreement permits Class B interests to be exchanged for shares of ~~Class A Common Stock~~ ~~on a~~ ~~one-for-one~~ ~~basis or, at Excelerate’s election, for cash. Excelerate also became the general partner of EELP. In connection with the IPO, EELP issued~~ ~~26,254,167~~ ~~Class A interests to Excelerate, representing~~ ~~24.2% of the EELP interests, and~~ ~~82,021,389~~ ~~Class B interests to EE Holdings, representing~~ ~~75.8% of the EELP interests.~~

~~Tax Receivable Agreement~~

~~Excelerate~~ ~~entered into a Tax Receivable Agreement (“TRA”) for the benefit of EE Holdings and~~ ~~the Foundation~~ ~~pursuant to which Excelerate will pay~~ 85% of the amount of the net cash tax savings, if any, that Excelerate is deemed to realize as a result of (i) certain increases in the tax basis of assets of EELP and its subsidiaries resulting from exchanges of EELP partnership interests in the future, (ii) certain tax attributes of EELP and subsidiaries of EELP (including the existing tax basis of assets owned by EELP or its subsidiaries and the tax basis of Excelsior, LLC and FSRU Vessel (Excellence), LLC (f/k/a Excellence, LLC)), (collectively, the “Foundation Vessels”) that existed as of the time of the IPO or may exist at the time when Class B interests of EELP are exchanged for shares of Class A common stock, and (iii) certain other tax benefits related to Excelerate entering into the TRA, including tax benefits attributable to payments that Excelerate makes under the TRA.

~~Foundation Vessels Purchase~~

In ~~exchange for (i)~~ ~~7,854,167~~ ~~shares of Class A common stock with a fair market value (based on the public offering price)~~quarter ended June 30, 2022, of $~~188.5~~0.025 ~~million, (ii) a cash payment of $50.0~~ ~~million and (iii) $21.5~~ ~~million of estimated future payments under the TRA, EELP purchased from Maya Maritime LLC, a wholly owned subsidiary of the Foundation,~~ ~~all of the issued and outstanding membership interests in the Foundation Vessels.~~ ~~The acquisition of both the~~ ~~Excelsior~~ ~~and the~~ ~~Excellence~~ vessels will be accounted for as asset acquisitions in accordance with Accounting Standards Codification 805, Business Combinations (“ASC 805”). In accordance with ASC 805, the accumulated cost of the vessel acquisitions, including Class A common stock and contingent consideration related to the TRA, will be allocated to the assets acquired based on relative fair value. In 2018, EELP entered into an agreement with a customer to lease the ~~Excellence~~ ~~vessel with the vessel transferring ownership to the customer at the conclusion of the agreement for no additional consideration. Historically, EELP, as a lessor, has accounted for the~~ ~~Excellence~~ ~~vessel contract with our customer as a sales-type lease in the consolidated balance sheet in accordance with Accounting Standards Codification 842, Leases (“ASC 842”). The~~ ~~Excellence~~ ~~vessel will continue to be accounted for as a sales-type lease and thus will not result in an adjustment to property and equipment. Any difference between the consideration given to acquire the~~ ~~Excellence~~ ~~and the historical finance lease liability will result in a loss on the income statement.~~

~~Senior Secured Revolving Credit Agreement~~

~~On April 18, 2022, EELP entered into a senior secured revolving credit agreement (“Credit Agreement”)~~, by and among EELP, as borrower (the “Borrower”), Excelerate, as parent, the lenders party thereto, the issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which the lenders and issuing banks thereunder have made available a revolving credit facility (the ~~“EE Revolver”), including a letter of credit sub-facility, to EELP. The EE Revolver enables us to borrow up to $350~~ ~~million over a~~ ~~three-year~~ ~~term which expires in~~ ~~April 2025~~ ~~and is expected~~ ~~to be used primarily for letters of credit, working capital, and other general corporate purposes.~~

~~Borrowings under the EE Revolver will bear interest at a~~ per ~~annum rate equal to the term Secured Overnight Financing Rate reference rate plus~~ ~~0.10~~% (or alternate base rate) for such period plus an applicable margin, which applicable margin will be based on the Borrower’s consolidated total leverage ratio as defined and calculated under the Credit Agreement. The unused portion of the EE Revolver will be subject to an unused commitment fee calculated at a rate per annum ranging from ~~0.375% to~~ ~~0.50% based on the Borrower’s consolidated total leverage ratio.~~

The EE Revolver contains customary representations, warranties, covenants (affirmative and negative, including maximum consolidated total leverage ratio and minimum consolidated interest coverage ratio covenants), and events of default, the occurrence of which would permit the lenders to accelerate the maturity date of amounts borrowed under the EE Revolver.

Also on April 18, 2022, the Company applied proceeds of loans made by the lenders under the EE Revolver, on the closing day of such facility, to repay the KFMC Note in full, and the KFMC Note was terminated in connection with such repayment. For more information regarding the KFMC Note, see Note 11 – Long-term debt – related party.

~~ISDA Agreement with Kaiser~~

Kaiser and EELP were party to an ISDA Master Agreement dated February 15, 2008, as amended on February 15, 2011. Since January 2019, there has been one transaction resulting in a net settlement cost to EELP of $~~0.7~~ ~~million under the ISDA Master Agreement. The ISDA Master Agreement was terminated upon the consummation of the IPO.~~

~~Long-Term Incentive Plan and Awards Thereunder~~

~~On April 18, 2022, Excelerate filed a registration statement on Form S-8 relating to~~ ~~10,750,000~~ ~~shares~~share of Class A Common ~~Stock, available for issuance pursuant to awards to eligible persons under the Excelerate Long-Term Incentive Plan (the “LTI Plan”).~~Stock. The LTI Plan was adopted to promote and closely align the interests of Excelerate's employees, officers, non-employee directors and other service providers and its stockholders by providing stock-based compensation and other performance-based compensation. The LTI Plan allows for the grant of: stock options, both incentive stock options and “non-qualified” stock options; stock appreciation rights (SARs), alone or in conjunction with other awards; restricted stock and restricted stock units; incentive bonuses, which may be paid in cash, stock or a combination thereof; and other stock-based awards.dividend is payable on ~~The share pool will be increased on January 1st of each calendar year beginning in 2023 by a number of shares equal~~September 7, 2022, to ~~4% of the outstanding shares of~~ Class A Common ~~Stock~~Stockholders of record as of the close of business on August 19, 2022. EELP will make a corresponding distribution of $0.025 per interest to holders of Class B interests on the ~~preceding December 31st.~~ ~~The LTI Plan is administered by the Compensation Committee or such other committee designated by the board of directors of Excelerate to administer the LTI Plan.~~

~~In April 2022, under the LTI Plan, we granted~~ ~~20,832~~ ~~shares of Class A Common Stock underlying restricted stock units and~~ ~~338,935~~ ~~options to purchase Class A Common Stock shares with an exercise price of $24.00~~ ~~per option. The grant~~same date ~~fair value of these awards was determined to be $24.00~~ ~~per share and $13.50~~ ~~per option, respectively, which we will recognize as compensation expense~~ of the ~~required service period of each award.~~dividend payment.

2829

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes thereto included in this Form 10-Q and included in our Prospectus for the year ended December 31, ~~2021 included in the Prospectus.~~ 2021. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included in the Prospectus, this Form 10-Q and our other filings with the SEC. Please also see the section titled “Forward-Looking Statements.”

Overview

Excelerate is changing the way the world accesses cleaner, more affordable and reliable energy by delivering regasified natural gas, benefitting hundreds of millions of people around the world. From our founding, we have focused on providing flexible LNG solutions to markets in diverse environments across the globe, providing a lesser emitting form of energy to markets that often rely on coal as their primary energy source. At Excelerate, we believe that access to affordable energy such as LNG is critical to assisting emerging markets in their decarbonization efforts, while at the same time promoting economic growth and improving quality of life.

We have grown our business significantly since our first FSRU charter in 2003, and today, we are a profitable energy company with a geographically diversified business model. Our business spans the globe, with regional offices in eight countries and operations in the United States, Brazil, Argentina, Israel, United Arab Emirates, Pakistan and Bangladesh. We are the largest provider of regasified LNG in Argentina and Bangladesh and one of the largest providers of regasified LNG in Brazil and Pakistan, and we operate the largest FSRU in Brazil. We also lease an LNG terminal in Bahia, Brazil from Petróleo Brasileiro S.A. (“Petrobras”) and in December 2021, we started importing LNG and selling regasified natural gas to Petrobras. In addition to Petrobras, we have plans to sell regasified natural gas to other downstream customers in Brazil, ~~Albania,~~Europe, the Philippines and Bangladesh. In each of these countries, we offer a cleaner energy source from which power can be generated consistently. The high value our customers place on our services has resulted in a reliable source of revenues to us, while our global reach helps balance seasonal demand fluctuation among the geographies in which we operate. For the ~~three-month period~~three months ended ~~March 31,~~June 30, 2022, we generated revenues of ~~$591.7~~$622.9 million, a net ~~income~~loss of ~~$12.8~~$4.0 million and Adjusted EBITDAR of ~~$71.4~~$75.2 million. For the three months ended ~~March 31,~~June 30, 2021, we generated revenues of ~~$164.8~~$192.8 million, net income of ~~$38.0~~$3.6 million and Adjusted EBITDAR of ~~$96.6~~$65.5 million. For more information regarding our non-GAAP measure Adjusted EBITDAR and a reconciliation to net income, the most comparable GAAP measure, see “How We Evaluate Our Operations.”

Our business focuses on the integration of the natural gas-to-power LNG value chain, and as part of this value chain, we operate regasification terminals in growing global economies that utilize our FSRU fleet. Our business is substantially supported by time charter contracts, which are effectively long-term, take-or-pay arrangements and provide consistent revenue and cash flow from our high-quality customer base. As of ~~March 31,~~June 30, 2022, we operate a fleet of ten purpose-built FSRUs, have completed more than 2,300 ship-to-ship transfers of LNG with over 40 LNG operators since we began operations and safely delivered more than ~~5,540~~5,700 billion cubic feet of natural gas through 15 LNG regasification terminals. For the three months ended ~~March 31,~~June 30, 2022 and ~~March 31,~~June 30, 2021, we generated revenues of ~~$97.6~~$110.1 million and ~~$125.9~~$109.9 million, respectively, from our FSRU and terminal services businesses, representing approximately ~~16%~~18% and ~~76%~~57% of our total revenues for each of those periods.

We also procure LNG from major producers and sell regasified natural gas through our flexible LNG terminals. For the three months ended ~~March 31,~~June 30, 2022 and June 30, 2021, we generated revenues of ~~$494.1~~$512.9 million and $82.9 million, respectively, from LNG and natural gas sales, representing approximately ~~84%~~82% and 43% of our total revenues for ~~that period. For the three-month period ended March 31, 2021 we generated revenues~~each of ~~$39.0 million from LNG and natural gas sales, representing approximately 24% of our total revenues for that year.~~those periods. The commercial momentum that we have established in recent years and the increasing need for access to LNG around the world, have resulted in a significant portfolio of new growth opportunities for us to pursue. In addition to our FSRU and terminal services businesses and natural gas sales, we plan to expand our business to provide customers with an array of products, including LNG-to-power projects and a suite of smaller-scale natural gas distribution solutions. We are currently developing a set of integrated LNG projects in Albania, the Philippines and Bangladesh. We consider these projects to be in advanced development and estimate that these projects together represent greater than $1 billion in future capital investment opportunities. This estimate is preliminary and we will update our estimate as these projects advance to their next stages of development. We are evaluating and pursuing additional early-stage projects with opportunities in Europe, Asia Pacific, Latin America, and the Middle East.

Recent Trends and Outlook

According to Shell’s 2022 LNG Outlook, global LNG demand is estimated to increase from 380 metric tons (“MT”) in 2021 to about 700 MT in 2040. Increased aspirations for carbon neutrality and energy transitions away from coal may cause countries to rely more on lower carbon fuels such as LNG. Shell’s LNG as evidenced by expected LNG demand growth. Global LNG demand is estimated by the Shell LNG Outlook for 2021 to almost double from 360 metric tons (“MT”) in 2020 to about 720 MT in 2040, supported by strongoutlook anticipates Southeast Asian power demand growth, ~~in emerging Asian markets. As~~underpinned by economic development and urbanization ~~spur~~increasing demand for ~~electricity,~~electricity. LNG will be a critical solution ~~for bridging~~to bridge the supply/demand imbalance in regions like Southeast ~~Asia, where LNG demand is expected to increase 56% by 2030, underpinned by the power sector.~~Asia. On the supply side, we believe there is a robust pipeline of projects that can meet this new demand. Limitations on energy import infrastructure, particularly in developing countries that need to move away from coal and oil, make LNG adoption difficult, but as a pioneer in flexible LNG solutions, we believe that we are well positioned to address these ~~limitations and~~

2930

limitations and support society’s transition to a lower-carbon energy future. Given the appetite for cleaner energy, we expect these industry trends to continue, and we plan to capitalize on this growing global demand and create new markets for natural gas by providing a fully integrated LNG delivery model.

Across the world, a combination of extreme weather events, Covid-19 related energy market distortions, the invasion of Ukraine by Russia and a failure to transition to renewables has, ~~increased,~~ in the short term, ~~both~~increased the cost of energy and the risk of energy supply disruptions. ~~For example, as a result~~

The global economic outlook has deteriorated even further since the start of ~~not procuring a sufficient level of LNG imports~~the Russia/Ukraine conflict. Russia’s energy and ~~lower~~food exports have been curtailed due to sanctions, while Russia’s presence in the Black Sea is impacting wheat exports from Ukraine, thereby reducing the global wheat supply. These events coupled with cost pressures due to COVID-related supply chain disruptions have resulted in higher than expected ~~wind power availability,~~inflation, and governments are taking measures to address these economic concerns. According to the ~~United Kingdom~~International Monetary Fund (“IMF”), major central banks are announcing continued monetary tightening policies to reduce inflation and minimize the risk of a recession. Excelerate has seen inflationary effects on certain of our costs incurred in operating our vessels. While we have escalation terms linked to inflation measures in some of our regasification agreements, there may be a mismatch between the benefit realized and timing of these contractual adjustments versus the actual increases in costs incurred.

In Europe, further natural gas ~~prices rise more than fivefold over~~export disruptions from Russia could affect many European economies and the ~~past year according~~global energy market. In response, European Union governments have agreed to ~~Bloomberg. In 2021,~~legislation to reduce natural gas demand this winter to protect themselves from further Russian natural gas supply disruptions. The legislation proposes voluntary reduction of gas demand by 15% from August 2022 through March 2023. If the ~~Brazilian federal government began seeking to intervene in~~voluntary natural gas demand curtailments yield insufficient savings, mandatory natural gas demand curtailment will be implemented across the ~~power markets to minimize~~27-bloc members of the effects of a historic drought on the country’s hydroelectric power supply and has indicated its support for our efforts to increase LNG imports as a viable strategy for improving power generation availability.European Union. The current energy market volatility supports LNG as a reliable bridge to the ~~sustainable~~ growth of renewables in the world’s energy mix. We believe the past year’s events underscore the value that LNG offers by providing energy supply stability for any government looking to implement a sustainable, reliable, and cost-effective energy transition plan.

~~Due to~~As a result of these recent geopolitical events, including the invasion of Ukraine by Russia, we are seeing an increase in inquiries for our FSRU and integrated terminal services. This interest is mainly coming from countries that have historically been dependent on imports of Russian natural gas. Given the increased emphasis on security of supply, we believe LNG will be an attractive solution to these customers over the near to mid-term. In May 2022, we announced the signing of a 10-year time charter party agreement with a subsidiary of Gasgrid Finland Oy (“Gasgrid Finland”). ~~In addition to this new firm commitment, we continue to explore other opportunities in European markets.~~ At this time, we do not believe any economic sanctions or other actions taken against Russia will adversely affect our current business and operations or the potential opportunities discussed above, and we will continue to monitor new developments in this area.

While we have the potential to benefit from increased LNG and natural gas opportunities ~~related~~due to ~~the increased appetite~~strong demand for alternative energy sources as Europe replaces natural gas imports from Russia in the ~~European~~near-to-short term, our commitment to meeting the energy needs of non-European markets remains steadfast. During this market ~~there~~cycle, Southeast Asian markets can be particularly vulnerable to economic fluctuations and higher LNG prices as Europe absorbs spot cargoes. The Southeast Asian markets where we are present, Bangladesh and Pakistan, have not been some headwinds in the current market environment. As the Japan Korea Marker to Dutch Title Transfer Facility price spread began to flatten in December 2021, demand for vessels to transport cargos from the Atlanticimmune to the ~~Pacific decreased~~effects of the ongoing energy crisis and resulted in fewer opportunities to sub-charter our available vessels to third parties early in 2022, which affected our first quarter results. Current market dynamics, including these recent geopolitical events, have also driven an increase inhigh spot LNG ~~prices early~~prices. Foreign exchange reserves are declining, and the risk of debt defaults is heightening. Despite these challenges, both countries are taking strategic actions to enhance their energy security and economic stability, although their successful implementation cannot be guaranteed.

According to Platts, Bangladesh’s finance ministry is drafting a structured LNG policy that will provide subsidies to Bangladesh Oil, Gas & Mineral Corporation (Petrobangla) on a regular basis to support LNG imports under long-term contracts and spot cargo purchases. Pakistan reached a preliminary agreement with the International Monetary Fund (“IMF”) to revive a $6 billion bailout package originally signed in ~~2022, which could potentially~~2019. The IMF agreed to release $1.7 billion of the bailout package after previously withholding payments due to Islamabad’s failure to agree to loan conditions. Both countries are also implementing load shedding to reduce ~~the opportunities for spot LNG cargo sales and additional short-term~~ natural gas ~~sales.~~demand. These countries depend on LNG imports to support export-oriented industries such as textile and agriculture. Excessive curtailment of natural gas imports could impact their export-related GDP growth. We are optimistic that as these countries make progress to improve their financial strength while curbing near-term natural gas demand, they will be well positioned for continued reliance on long-term LNG supply contracts, which remain relatively affordable when compared to current LNG spot prices.

In addition to increased LNG industry activity levels, we expect to benefit from our strategy to pursue opportunities in the downstream market, expand into new markets and increase our activity in selling natural gas downstream. In ~~2021, we began~~addition to ~~sell LNG into Bangladesh, expanded our business in Brazil through the lease of a terminal in Bahia to support the import of LNG and began the sale of~~continued natural gas ~~to the local markets in Brazil. In the first quarter of 2022, we also sold gas~~sales into the New England market through our Northeast Gateway facility in Boston ~~harbor. A portion~~harbor during the first quarter of ~~the benefits~~2022, we ~~expect~~also are evaluating new commercial opportunities to ~~achieve from these opportunities will be offset by the release of~~sell regasified LNG to countries in Europe via our ~~one conventional~~planned Finland LNG ~~carrier (“LNGC”) from short term charter operations, which occurred in December 2021.~~and Vlora LNG terminals.

We expect these and similar business opportunities to drive incremental revenue and profits in the near term while we continue to develop additional long-term growth opportunities, such as:

•

In July 2022, we announced the signing of a Memorandum of Understanding (MOU) with Bulgaria’s Overgas, relating to the potential sale of regasified LNG downstream at Excelerate’s planned Vlora LNG terminal in Albania. Under this MOU, Excelerate will enter negotiations for Overgas to purchase up to 1.0 billion cubic meters of regasified LNG annually for 10 years.

•

In May 2022, the Payra LNG project was approved in principle by Bangladesh Oil, Gas & Mineral Corporation and Bangladesh’s Energy and Mineral Resources Division, a significant milestone in the approval process. Excelerate has commenced negotiations of the integrated deal, which includes an LNG supply agreement. The Payra LNG project is expected to represent Excelerate’s largest deployment of capital to date and has the potential to significantly increase the scale of the Company’s global operations.

•

In April 2022, the government of Finland announced its intention to stop purchases of Russian pipeline natural gas and instead to utilize an FSRU to meet its natural gas consumption needs by year end 2022. The government of Estonia ~~has~~ made a similar decision. Due to the proximity and good relations between the two countries, Estonia will participate in the Finnish project rather than pursuing a project of its own. In May 2022, Excelerate and Gasgrid Finland signed a 10-year time charter party agreement for Excelerate to provide LNG regasification services starting in the fourth quarter of 2022. Gasgrid Finland has initiated the development of a new jetty in Southern Finland, near the Balticconnector pipeline, for the FSRU Exemplar to moor.

•

~~In May 2022, the Payra LNG project was approved in principle by~~ ~~Bangladesh Oil, Gas & Mineral Corporation~~ and Bangladesh’s Energy and Mineral Resources Division, a significant milestone in the approval process. Excelerate has commenced negotiations of the integrated deal, which includes an LNG supply agreement that would allow the Company to sell three to four million tons per annum of LNG to the country. The Payra LNG project will represent Excelerate’s largest deployment of capital to date and has the potential to significantly increase the scale of the Company’s operations from a global perspective.

•

In February 2022, the Moheshkhali LNG (“MLNG”) expansion project was approved in principle by the government of Bangladesh. MLNG is one of Excelerate’s three E-FIT integrated terminals. Excelerate has commenced commercial

negotiations for the expansion of the terminal, the extension of our regasification agreement by five years to 2038, and an LNG supply ~~agreement to sell up to 1.5 million tons per annum.~~agreement.

•

In January 2022, Excelerate received approval from the Albanian government to proceed with the second phase of the feasibility study for the Vlora LNG terminal and power plant. Under the previously announced memorandum of understanding with Albgaz Sh.a,, Albania’s natural gas transmission system operator, and Snam S.p.A, one of the largest energy infrastructure owner and operators in the world, Excelerate is continuing to explore solutions to connect the Vlora LNG Terminal with other European natural gas infrastructure.

•

~~In March 2022, Excelerate was awarded a seasonal charter for the FSRU~~ ~~Exemplar~~ at the Bahia Blanca GasPort terminal in Argentina. Following regasification services at the Northeast Gateway Deepwater Port, the Exemplar sailed to Argentina. The vessel arrived at Bahia Blanca in May 2022 and will provide regasification services during the winter in Argentina.

Components of Our Results of Operations

Revenue

We generate revenue through the provision of regasification services using our fleet of FSRUs and LNG terminal assets, as well as physical sales of LNG and natural gas, that are made primarily in connection with our regasification and terminal projects. We provide regasification services through time charters and operation service contracts primarily related to our long-term charter contracts. Most of our time charter revenues are from long-term contracts that function similar to take-or-pay arrangements in that we are paid if our assets and teams are available and ready to provide services to our customers regardless of whether our customers utilize the services. A portion of our revenue attributable to our charters for the use of our vessels is accounted for as lease revenue, and the revenues attributable to the services provided under those charters are accounted for as non-lease revenue. We generally charge fixed fees for the use of and services provided with our vessels and terminal capacity plus additional amounts for certain variable costs.

Expenses

The principal expenses involved in conducting our business are operating costs, direct cost of gas sales, general and administrative expenses, and depreciation and amortization. A large portion of the fixed and variable costs we incur in our business are in the operation of our fleet of FSRUs and terminals that provide regasification and gas supply to our customers. We manage the level of our fixed costs based on several factors, including industry conditions and expected demand for our services and generally pass-through certain variable costs.

We incur significant equipment costs in connection with the operation of our business, including capital equipment recorded as property and equipment, net on our balance sheets and related depreciation and amortization on our income statement. In addition, we incur repair and maintenance and leasing costs related to our property and equipment utilized both in our FSRU and terminal services and gas sales. Property and equipment includes costs incurred for our fleet of FSRUs and terminal assets including capitalized costs related to drydocking activities. Generally, we are required to drydock each of our vessels every five years, but vessels older than 15 years of age require a shorter duration drydocking or in-situ bottom survey every two and a half years.

Cost of revenue and vessel operating expenses

Cost of revenue and vessel operating expenses include the following major cost categories: vessel operating costs; personnel costs; repair and maintenance; and leasing costs. These operating costs are incurred for both our FSRU and terminal services revenues and Gas sales revenues.

Direct cost of gas sales

Direct cost of gas sales includes the cost of LNG and other fuel and direct costs incurred in selling natural gas and LNG, which are significant variable operating costs. These costs fluctuate in proportion to the amount of our natural gas and LNG sales as well as LNG prices.

Depreciation and amortization expenses

Depreciation expense is recognized on a straight-line basis over the estimated useful lives of our property and equipment assets, less an estimated residual value. Certain recurring repairs and maintenance expenditures required by regulators are amortized over the required maintenance period.

Selling, general and administrative expenses

Selling, general and administrative expenses (“SG&A”) consist primarily of compensation and other employee-related costs for personnel engaged in executive management, sales, finance, legal, tax and human resources. SG&A also consists of expenses associated with office facilities, information technology, external professional services, business development, legal costs and other administrative expenses.

Restructuring, transition and transaction expenses

We incurred restructuring, transition and transaction expenses ~~during the three months ended March 31, 2022,~~ related to consulting, legal, and audit costs incurred as part of and in preparation for our initial public offering (the “IPO”). ~~There were no restructuring, transition or transaction expenses incurred during the three months ended March 31, 2021.~~

Other income, net

Other income, net, primarily contains interest income, gains or losses from the effect of foreign exchange rates and gains and losses on asset sales.

Interest expense and Interest expense – related party

Our interest expense is primarily associated with our finance leases liabilities and loan agreements with external banks and related parties.

Earnings from equity-method investment

Earnings from equity-method investment relate to our 45% ownership interest in the Nakilat joint venture, which we acquired in 2018.

Provision for income taxes

Following the completion of the IPO, we are a corporation for U.S. federal and state income tax purposes. Excelerate’s accounting predecessor, EELP, is treated as a pass-through entity for U.S. federal income tax purposes and, as such, ishas generally not been subject to U.S. federal ~~and most state~~ income ~~taxes.~~tax at the entity level. Instead, EELP’s U.S. income ~~tax activity~~ is allocated to ~~individuals~~its Class A and ~~entities affiliated with EELP. We also have~~Class B partners proportionate to their interest. Accordingly, our provision for income taxes includes U.S. taxes incurred at the Excelerate corporate level beginning in April 2022. In addition, EELP has international operations that are subject to foreign income tax ~~requirements~~ and U.S. corporate subsidiaries subject to U.S. federal tax. These taxes are also included in our provision for income taxes.

Net income (loss) attributable to non-controlling interest

Net income (loss) attributable to non-controlling interests includes earnings ~~(losses)~~allocable to our shares of Class B Common Stock as well as earnings allocable to the third-party equity ownership interests in our subsidiary, Excelerate Energy Bangladesh, ~~LLC, which was formed in 2016.~~LLC.

Net income (loss) attributable to non-controlling interest – ENE Onshore

Net income (loss) attributable to non-controlling interest – ENE Onshore includes the ~~loss~~earnings allocable to the equity ownership interests in Excelerate New England Onshore, LLC (“ENE Onshore”). We consolidate ENE Onshore since we determined that although we have no ownership interest we are the primary beneficiary.

Factors Affecting the Comparability of Our Results of Operations

As a result of a number of factors, our historical results of operations may not be comparable from period to period or going forward. Set forth below is a brief discussion of the key factors impacting the comparability of our results of operations.

Impact of the Reorganization

Following the completion of the IPO in April 2022, we are a corporation for U.S. federal and state income tax purposes. Excelerate’s accounting predecessor, EELP, is treated as a ~~flow-through~~pass-through entity for U.S. federal income tax purposes and, as such, has generally not been subject to U.S. federal income tax at the entity level. Accordingly, unless otherwise specified, ~~the~~our historical results of operations ~~and other financial information set forth in~~ ~~this Form 10-Q~~prior to the IPO do not include ~~any~~ provision for U.S. federal income ~~tax.~~tax for EELP. The reorganization undertaken in connection with the IPO, as described under “Organizational Structure—The Reorganization” in the Prospectus (the “Reorganization”), ~~will be~~was accounted for as a reorganization of entities under common control. As a result, our consolidated financial statements ~~will recognize~~recognized the assets and liabilities received in the Reorganization at their historical carrying amounts, as reflected in the historical consolidated financial statements of EELP. In addition, in connection with the Reorganization and the IPO, we have entered into the Tax Receivable Agreement (the “TRA”) with Excelerate Energy Holdings, LLC (“EE Holdings”) and the George Kaiser Family Foundation (the “Foundation”) (or their affiliates) (together, the “TRA Beneficiaries”) pursuant to which we will be required to pay the TRA Beneficiaries 85% of the net cash savings, if any, that we are deemed to realize as a result of our utilization of certain tax benefits described under “Certain Relationships and Related Person Transactions—Proposed Transactions with Excelerate Energy, Inc.—Tax Receivable Agreement” in our Prospectus.

Also, included in the transactions is our acquisition of all of the issued and outstanding membership interests in Excelsior, LLC and FSRU Vessel (Excellence), LLC (f/k/a Excellence, LLC) (collectively, the “Foundation Vessels”) that ~~is expected to be~~was accounted for as an acquisition of property and equipment at the completion of the transaction. The Foundation Vessels have historically been accounted for as a finance ~~lease~~leases in our historical financial statements.

Public Company Costs

We have incurred and expect to continue to incur incremental, non-recurring costs related to our transition to a publicly traded corporation, including the costs of the IPO and the costs associated with the initial implementation of our Sarbanes-Oxley Section 404 internal control reviews and testing. We also expect to incur additional significant and recurring expenses as a publicly traded corporation, including costs associated with compliance under the Exchange Act, annual and quarterly reports to common stockholders, registrar and transfer agent fees, national stock exchange fees, audit fees, incremental director and officer liability insurance costs and director and officer compensation.

Impact of Covid-19

In March 2020, the World Health Organization declared the Coronavirus Disease 2019 (“Covid-19”) a global pandemic. The Covid-19 outbreak has reached across the globe, resulting in the implementation of significant governmental measures, including lockdowns, closures, quarantines, and travel bans intended to control the spread of the virus. While some of these measures have been relaxed in certain parts of the world, ongoing social distancing measures, and future prevention and mitigation measures, as well as the potential for some of these measures to be reinstituted in the event of repeat waves of the virus and any variants, are likely to have an adverse impact on global economic conditions and consumer confidence and spending, and could materially adversely affect the timing of demand, or users’ ability to pay, for our products and services.

In response to the Covid-19 pandemic, we took several precautions that may adversely impact employee productivity, such as requiring many office employees to work remotely, imposing travel restrictions, and temporarily closing office locations. In addition, we instituted additional procedures and precautions related to our crews on our FSRU vessels. We incurred incremental costs during the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, of approximately ~~$0.8~~$1.5 million and ~~$1.5~~$2.9 million, respectively, related to these precautionary measures.

We continue to monitor the evolving situation and guidance from international and domestic authorities, including federal, state and local public health authorities, and there may be developments outside our control requiring us to adjust our operating plan. As such, given the unprecedented uncertainty around the duration and severity of the impact on market conditions and the business environment, we cannot reasonably estimate the full impact of the Covid-19 pandemic on our operating results in the future.

For additional information, see “Risk Factors—Risks Related to Our Business—Outbreaks of epidemic and pandemic diseases and governmental responses thereto could adversely affect our business.” and other risk factors included in the “Risk Factors” section of our Prospectus that describe risks to us attributable to the Covid-19 pandemic.

How We Evaluate Our Operations

We operate in a single reportable segment. However, we use a variety of qualitative, operational and financial metrics to assess our performance and valuation. Among other measures, management considers each of the following in assessing our business:

Adjusted Gross Margin;

Adjusted EBITDA;

Adjusted EBITDAR; and

Capital Expenditures.

Adjusted Gross Margin

We use Adjusted Gross Margin, a non-GAAP financial measure, which we define as revenues less direct cost of sales and operating expenses, excluding depreciation and amortization, to measure our operational financial performance. Management believes Adjusted Gross Margin is useful because it provides insight on profitability and true operating performance excluding the implications of the historical cost basis of our assets. Our computation of Adjusted Gross Margin may not be comparable to other similarly titled measures of other companies, and you are cautioned not to place undue reliance on this information.

Adjusted EBITDA and Adjusted EBITDAR

Adjusted EBITDA is a non-GAAP financial measure included as a supplemental disclosure because we believe it is a useful indicator of our operating performance. We define Adjusted EBITDA, a non-GAAP measure, as net income before interest, income taxes, depreciation and amortization, long-term incentive compensation expense and items such as charges and non-recurring expenses that management does not consider as part of assessing ongoing operating performance. In this quarter, we revised the definition of Adjusted EBITDA to adjust for the impact of long-term incentive compensation expense, which we did not have prior to becoming a public company, and the early extinguishment of lease liability related to the acquisition of the Excellence vessel, as management believes such items do not directly reflect our ongoing operating performance.

Adjusted EBITDAR is a non-GAAP financial measure included as a supplemental disclosure because we believe it is a valuation measure commonly used by financial statement users to more effectively compare the results of our operations from period to period

and against other companies without regard to our financing methods or capital structure. We define Adjusted EBITDAR, a non-GAAP measure, as Adjusted EBITDA adjusted to eliminate the effects of rental expenses for vessels and other infrastructure, which are normal, recurring cash operating expenses necessary to operate our business.

We adjust net income for the items listed above to arrive at Adjusted EBITDA and Adjusted EBITDAR because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA and Adjusted EBITDAR should not be considered as an alternative to, or more meaningful than, net income as determined in accordance with GAAP or as an indicator of our operating performance or liquidity. These measures have limitations as certain excluded items are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDA and Adjusted EBITDAR. Adjusted EBITDAR should not be viewed as a measure of overall performance or considered in isolation or as an alternative to net income because it excludes rental expenses for vessels and other infrastructure, which is a normal, recurring cash operating expense that is necessary to operate our business. Our presentation of Adjusted EBITDA and Adjusted EBITDAR should not be construed as an inference that our results will be unaffected by unusual or non-recurring items. Our computations of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. For the foregoing reasons, each of Adjusted EBITDA and Adjusted EBITDAR has significant limitations which affect its use as an indicator of our profitability and valuation, and you are cautioned not to place undue reliance on this information.

Capital Expenditures

We incur capital expenditures as part of our regular business operations. Capital expenditures are costs incurred which expand our business operations, increase efficiency of business operations, extend the life of an existing asset, improve an asset’s capabilities, increase future service of an asset, repair existing assets in order to maintain their service capability, and provide upkeep required for regulatory compliance. Costs related to prospective projects are capitalized once it is determined to be probable that the related assets will be constructed.

The tables below reconcile the financial measures discussed above to the most directly comparable financial measure calculated and presented in accordance with GAAP:


	Three months ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
	(In thousands)
FSRU and terminal services revenues	$	110,072		$	109,858		$	207,664		$	235,721
Gas sales revenues		512,857			82,940			1,006,938			121,890
Cost of revenue and vessel operating expenses		(58,673	)		(48,425	)		(108,736	)		(87,630	)
Direct cost of gas sales		(485,023	)		(78,076	)		(948,375	)		(101,414	)
Depreciation and amortization expense		(24,296	)		(26,137	)		(48,039	)		(52,246	)
Gross Margin	$	54,937		$	40,160		$	109,452		$	116,321
Depreciation and amortization expense		24,296			26,137			48,039			52,246
Adjusted Gross Margin	$	79,233		$	66,297		$	157,491		$	168,567

Three months ended March 31,

2022

2021

(In thousands)

FSRU and terminal services revenues

$
97,592

$
125,863

Gas sales revenues

494,081

38,950

Cost of revenue and vessel operating expenses

(50,063
)

(39,205
)
Direct cost of gas sales

(463,352
)

(23,338
)
Depreciation and amortization expense

(23,743
)

(26,109
)
Gross Margin

$
54,515

$
76,161

Depreciation and amortization expense

23,743

26,109

Adjusted Gross Margin

$
78,258

$
102,270


	Three months ended June 30,					Six months ended June 30,
	2022			2021		2022		2021
	(In thousands)
Net income (loss)	$	(3,990	)	$	3,577	$	8,854	$	41,600
Interest expense		13,293			21,206		32,520		42,048
Provision for income taxes		7,800			4,393		11,519		8,905
Depreciation and amortization expense		24,296			26,137		48,039		52,246
Restructuring, transition and transaction expenses		2,582			3,065		5,335		3,065
Long-term incentive compensation expense		270			—		270		—
Early extinguishment of lease liability on vessel acquisition		21,834			—		21,834		—
Adjusted EBITDA	$	66,085		$	58,378	$	128,371	$	147,864
Vessel and infrastructure rent expense		9,151			7,097		18,245		14,195
Adjusted EBITDAR	$	75,236		$	65,475	$	146,616	$	162,059

Three months ended March 31,

2022

2021

(In thousands)

Net income

$
12,844

$
38,023

Interest expense

19,227

20,842

Provision for income taxes

3,719

4,512

Depreciation and amortization expense

23,743

26,109

Restructuring, transition and transaction expenses

2,753

—

Adjusted EBITDA

$
62,286

$
89,486

Vessel and infrastructure rent expense

9,094

7,098

Adjusted EBITDAR

$
71,380

$
96,584

3436

Consolidated Results of Operations

Three and Six Months Ended ~~March 31,~~June 30, 2022 Compared to Three and Six Months Ended ~~March 31,~~June 30, 2021


	Three months ended March 31,											Three months ended June 30,									Six months ended June 30,
	2022			2021			Change					2022			2021			Change			2022			2021			Change
	(In thousands)											(In thousands)									(In thousands)
Revenues
FSRU and terminal services	$	97,592		$	125,863		$	(28,271	)	-22	%	$	110,072		$	109,858		$	214		$	207,664		$	235,721		$	(28,057	)
Gas sales		494,081			38,950			455,131		1169	%		512,857			82,940			429,917			1,006,938			121,890			885,048
Total revenues		591,673			164,813			426,860		259	%		622,929			192,798			430,131			1,214,602			357,611			856,991
Operating expenses
Cost of revenue and vessel operating expenses		50,063			39,205			10,858		28	%		58,673			48,425			10,248			108,736			87,630			21,106
Direct cost of gas sales		463,352			23,338			440,014		1885	%		485,023			78,076			406,947			948,375			101,414			846,961
Depreciation and amortization		23,743			26,109			(2,366	)	-9	%		24,296			26,137			(1,841	)		48,039			52,246			(4,207	)
Selling, general and administrative		12,634			13,345			(711	)	-5	%		13,064			9,250			3,814			25,698			22,595			3,103
Restructuring		2,753			—			2,753
Restructuring, transition and transaction													2,582			3,065			(483	)		5,335			3,065			2,270
Total operating expenses		552,545			101,997			450,548		442	%		583,638			164,953			418,685			1,136,183			266,950			869,233
Operating income		39,128			62,816			(23,688	)	-38	%		39,291			27,845			11,446			78,419			90,661			(12,242	)
Other income (expense)
Interest expense		(7,054	)		(8,292	)		1,238		-15	%		(7,800	)		(8,671	)		871			(14,854	)		(16,963	)		2,109
Interest expense – related party		(12,173	)		(12,550	)		377		-3	%		(5,493	)		(12,535	)		7,042			(17,666	)		(25,085	)		7,419
Earnings from equity-method investment		778			804			(26	)	-3	%		732			810			(78	)		1,510			1,614			(104	)
Other income, net		(4,116	)		(243	)		(3,873	)	1594	%
Early extinguishment of lease liability on vessel acquisition													(21,834	)		—			(21,834	)		(21,834	)		—			(21,834	)
Other income (loss), net													(1,086	)		521			(1,607	)		(5,202	)		278			(5,480	)
Income before income taxes		16,563			42,535			(25,972	)	-61	%		3,810			7,970			(4,160	)		20,373			50,505			(30,132	)
Provision for income taxes – foreign		(3,719	)		(4,512	)		793		-18	%
Net income		12,844			38,023			(25,179	)	-66	%
Provision for income taxes													(7,800	)		(4,393	)		(3,407	)		(11,519	)		(8,905	)		(2,614	)
Net income (loss)													(3,990	)		3,577			(7,567	)		8,854			41,600			(32,746	)
Less net income (loss) attributable to non-controlling interests		(816	)		759			(1,575	)	-208	%		(831	)		502			(1,333	)		(1,647	)		1,261			(2,908	)
Less net (loss) attributable to non-controlling interests – ENE Onshore		(237	)		(1,995	)		1,758		-88	%
Net income attributable to EELP	$	13,897		$	39,259		$	(25,362	)	-65	%
Less net loss attributable to non-controlling interests – ENE Onshore													(181	)		(1,941	)		1,760			(418	)		(3,936	)		3,518
Less pre-IPO net income (loss) attributable to EELP													(947	)		5,016			(5,963	)		12,950			44,275			(31,325	)
Net loss attributable to shareholders												$	(2,031	)	$	—		$	(2,031	)	$	(2,031	)	$	—		$	(2,031	)
Additional financial data:
Gross Margin	$	54,515		$	76,161		$	(21,646	)	-28	%	$	54,937		$	40,160		$	14,777		$	109,452		$	116,321		$	(6,869	)
Adjusted Gross Margin		78,258			102,270			(24,012	)	-23	%		79,233			66,297			12,936			157,491			168,567			(11,076	)
Adjusted EBITDA		62,286			89,486			(27,200	)	-30	%		66,085			58,378			7,707			128,371			147,864			(19,493	)
Adjusted EBITDAR		71,380			96,584			(25,204	)	-26	%		75,236			65,475			9,761			146,616			162,059			(15,443	)
Capital expenditures		11,029			5,185			5,844		113	%		31,001			5,888			25,113			42,030			11,073			30,957

Three and Six Months Ended ~~March 31,~~June 30, 2022 Compared to Three and Six Months Ended ~~March 31,~~June 30, 2021

Net income (loss)

Net income (loss) was ~~$12.8~~$(4.0) million for the three months ended ~~March 31,~~June 30, 2022, a decrease of ~~$25.2~~$(7.6) million, ~~or 66%,~~ as compared to ~~$38.0~~net income of $3.6 million for the three months ended ~~March 31,~~June 30, 2021. Net income was lower primarily due to the early extinguishment of the Excellence vessel finance lease liability as part of the vessel acquisition during the three months ended June 30, 2022 ($21.8 million), increases in cost of revenue and vessel operating expenses ($10.3 million), primarily due to the commencement of the Bahia terminal lease in the fourth quarter of 2021, and an increase in the provision for income taxes ($3.4 million), as discussed below. These decreases were partially offset by increased direct margin earned on gas sales in Brazil during the three months ended June 30, 2022 ($27.8 million), which exceeded direct margin earned on LNG sales that occurred in Bangladesh during the three months ended June 30, 2021 ($4.9 million), and less interest expense – related party incurred in the three months ended June 30, 2022 due to the acquisition of the Foundation Vessels ($7.0 million).

Net income was $8.9 million for the six months ended June 30, 2022, a decrease of $(32.7) million, as compared to $41.6 million for the six months ended June 30, 2021. Net income was lower primarily due to fewer opportunities to sub-charter our available vessels

to third parties during the ~~three~~six months ended ~~March 31,~~June 30, 2022 ($~~23.6~~28.3 million), the early extinguishment of the Excellence vessel finance lease liability as part of the vessel acquisition ($21.8 million), increases in cost of revenue and vessel operating expenses ($~~9.4~~21.1 million), primarily due to the commencement of the Bahia terminal lease in the fourth quarter of 2021, a foreign currency exchange loss ($~~4.4~~5.7 million), an increase in the provision for income taxes ($2.6 million), as discussed below, and higher restructuring, transition and transaction expenses incurred during the ~~three~~six months ended ~~March 31,~~June 30, 2022 ($~~2.8~~2.3 million). These decreases were partially offset by direct margin earned on gas sales in Brazil and New England during the ~~three~~six months ended ~~March 31,~~June 30, 2022 ($~~30.7~~58.6 million), which exceeded direct margin earned on an LNG ~~sale~~sales that occurred in Bangladesh and China during the ~~three~~six months ended ~~March 31,~~June 30, 2021 ($~~15.6~~20.5 million), and less interest expense – related party incurred in the six months ended June 30, 2022 due to the acquisition of the Foundation Vessels ($7.0 million).

Gross Margin and Adjusted Gross Margin

Gross Margin was ~~$54.5~~$54.9 million for the three months ended ~~March 31,~~June 30, 2022, ~~a decrease~~an increase of ~~$21.7~~$14.7 million, ~~or 28%,~~ as compared to ~~$76.2~~$40.2 million for the three months ended ~~March 31,~~June 30, 2021. Adjusted Gross Margin was ~~$78.3~~$79.2 million for the three months ended ~~March 31,~~June 30, 2022, ~~a decrease~~an increase of ~~$24.0~~$12.9 million ~~or 23%,~~ as compared to ~~$102.3~~$66.3 million for the three months ended ~~March 31,~~June 30, 2021. Gross Margin and Adjusted Gross Margin were higher primarily due to increased direct margin earned on gas sales in Brazil during the three months ended June 30, 2022 ($27.8 million), which exceeded direct margin earned on LNG sales that occurred in Bangladesh during the three months ended June 30, 2021 ($4.9 million). These increases were partially offset by increases in cost of revenue and vessel operating expenses ($10.3 million), primarily due to the commencement of the Bahia terminal lease in the fourth quarter of 2021.

Gross Margin was $109.5 million for the six months ended June 30, 2022, a decrease of $6.8 million, as compared to $116.3 million for the six months ended June 30, 2021. Adjusted Gross Margin was $157.5 million for the six months ended June 30, 2022, a decrease of $11.1 million as compared to $168.6 million for the six months ended June 30, 2021. Gross Margin and Adjusted Gross Margin were lower primarily due to fewer opportunities to sub-charter our available vessels to third parties during the ~~three~~six months ended ~~March 31,~~June 30, 2022 ($~~23.6~~28.3 million) and increases in cost of revenue and vessel operating expenses ($~~9.4~~21.1 million), primarily due to the commencement of the Bahia terminal lease in the fourth quarter of 2021. These decreases were partially offset by direct margin earned on gas sales in Brazil and New England during the ~~three~~six months ended ~~March 31,~~June 30, 2022 ($~~30.7~~58.6 million), which exceeded direct margin earned on an LNG ~~sale~~sales that occurred in Bangladesh and China during the ~~three~~six months ended ~~March 31,~~June 30, 2021 ($~~15.6~~20.5 million).

Adjusted EBITDA and Adjusted EBITDAR

Our Adjusted EBITDA was ~~$62.3 million and $89.5~~$66.1 million for the three months ended ~~March 31,~~June 30, 2022, ~~and 2021, respectively. Our Adjusted EBITDAR was $71.4~~an increase of $7.7 million, ~~and $96.6~~as compared to $58.4 million for the three months ended ~~March 31,~~June 30, 2021. Our Adjusted EBITDAR was $75.2 million for the three months ended June 30, 2022, ~~and 2021, respectively. The decrease in our~~an increase of $9.7 million as compared to $65.5 million for the three months ended June 30, 2021. Adjusted EBITDA and Adjusted EBITDAR ~~was~~were higher primarily due to increased direct margin earned on gas sales in Brazil during the three months ended June 30, 2022 ($27.8 million), which exceeded direct margin earned on LNG sales that occurred in Bangladesh during the three months ended June 30, 2021 ($4.9 million). These increases were partially offset by increases in cost of revenue and vessel operating expenses ($10.3 million), primarily due to the ~~variances discussed above~~commencement of the Bahia terminal lease in ~~Gross Margin~~the fourth quarter of 2021.

Our Adjusted EBITDA was $128.4 million for the six months ended June 30, 2022, a decrease of $19.5 million, as compared to $147.9 million for the six months ended June 30, 2021. Our Adjusted EBITDAR was $146.6 million for the six months ended June 30, 2022, a decrease of $15.5 million as compared to $162.1 million for the six months ended June 30, 2021. Adjusted EBITDA and Adjusted ~~Gross Margin, as well as a foreign currency exchange loss~~EBITDAR were lower primarily due to fewer opportunities to sub-charter our available vessels to third parties during the six months ended June 30, 2022 ($~~4.4~~28.3 million) and increases in cost of revenue and vessel operating expenses ($21.1 million), ~~as discussed below.~~primarily due to the commencement of the Bahia terminal lease in the fourth quarter of 2021. These decreases were partially offset by direct margin earned on gas sales in Brazil and New England during the six months ended June 30, 2022 ($58.6 million), which exceeded direct margin earned on LNG sales that occurred in Bangladesh and China during the six months ended June 30, 2021 ($20.5 million).

For more information regarding our non-GAAP measures Adjusted Gross Margin, Adjusted EBITDA and Adjusted EBITDAR, and a reconciliation to their most comparable GAAP measures, see “—How We Evaluate Our Operations.”

FSRU and terminal services revenues

FSRU and terminal services revenues were ~~$97.6~~$110.1 million for the three months ended ~~March 31,~~June 30, 2022, ~~a decrease~~an increase of ~~$28.3~~$0.2 million, ~~or 22%,~~ as compared to ~~$125.9~~$109.9 million for the three months ended ~~March 31,~~June 30, 2021. FSRU and terminal services revenues were essentially flat.

FSRU and terminal services revenues were $207.7 million for the six months ended June 30, 2022, a decrease of $28.0 million, as compared to $235.7 million for the six months ended June 30, 2021. FSRU and terminal services revenues were lower primarily due to fewer opportunities to sub-charter our available vessels to third parties during the ~~three months ended March 31,~~first quarter of 2022.

Gas sales revenues

Gas sales revenues were ~~$494.1~~$512.9 million for the three months ended ~~March 31,~~June 30, 2022, an increase of ~~$455.1~~$429.9 million, as compared to ~~$39.0~~$82.9 million for the three months ended ~~March 31, 2021.~~June 30, 2022. The increase was primarily due to gas sales that occurred in the three months ended ~~March 31,~~June 30, 2022 related to our terminal operations in Brazil, partially offset by LNG that was sold to a customer in Bangladesh during the three months ended June 30, 2021.

Gas sales revenues were $1,006.9 million for the six months ended June 30, 2022, an increase of $885.0 million, as compared to $121.9 million for the six months ended June 30, 2021. The gas sales that occurred in the six months ended June 30, 2022 related to our terminal operations in Brazil. The increase was primarily due to gas sales that occurred in the six months ended June 30, 2022 related to our terminal operations in Brazil and New England, partially offset by LNG that was sold to ~~a customer~~customers in Bangladesh and China during the ~~three~~six months ended ~~March 31,~~June 30, 2021.

Cost of revenue and vessel operating expenses

Cost of revenue and vessel operating expenses was ~~$50.1~~$58.7 million for the three months ended ~~March 31,~~June 30, 2022, an increase of ~~$10.9~~$10.3 million, ~~or 28%,~~ as compared to ~~$39.2~~$48.4 million for the three months ended ~~March 31,~~June 30, 2021. The increase in cost of revenue and vessel operating expenses was primarily due to additional cost of operations in Brazil as we began operations in Bahia during the fourth quarter of 2021.

Cost of revenue and vessel operating expenses was $108.7 million for the six months ended June 30, 2022, an increase of $21.1 million, as compared to $87.6 million for the six months ended June 30, 2021. The increase in cost of revenue and vessel operating expenses was primarily due to additional cost of operations in Brazil as we began operations in Bahia during the fourth quarter of 2021 and higher maintenance at one of our terminal locations.

Direct cost of gas sales

Direct cost of gas sales was ~~$463.4~~$485.0 million for the three months ended ~~March 31,~~June 30, 2022, an increase of ~~$440.0~~$406.9 million, as compared to ~~$23.3~~$78.1 million for the three months ended ~~March 31,~~June 30, 2021. The increase was primarily due to gas sales that occurred in the three months ended ~~March 31,~~June 30, 2022 related to our terminal operations in Brazil, partially offset by costs related to LNG that was sold to a customer in Bangladesh during the three months ended June 30, 2021.

Direct cost of gas sales was $948.4 million for the six months ended June 30, 2022, an increase of $847.0 million, as compared to $101.4 million for the six months ended June 30, 2021. The increase was primarily due to gas sales that occurred in the six months ended June 30, 2022 related to our terminal operations in Brazil and New England, partially offset by costs related to LNG that was sold to ~~a customer~~customers in Bangladesh and China during the ~~three~~six months ended ~~March 31,~~June 30, 2021.

Depreciation and amortization expenses

Depreciation and amortization expenses were ~~$23.7~~$24.3 million for the three months ended ~~March 31,~~June 30, 2022, a decrease of ~~$2.4~~$1.8 million, ~~or 9%,~~ as compared to $26.1 million for the three months ended ~~March 31,~~June 30, 2021. Depreciation and amortization decreased primarily due to the release of our one conventional LNG carrier (“LNGC”) from short term charter operations in December 2021, partially offset by the acquisition of the Excelsior vessel.

Depreciation and amortization expenses were $48.0 million for the six months ended June 30, 2022, a decrease of $4.2 million, as compared to $52.2 million for the six months ended June 30, 2021. Depreciation and amortization decreased primarily due to the release of our one conventional LNGC from short term charter operations in December ~~2021.~~2021, partially offset by the acquisition of the Excelsior vessel.

Selling, general and administrative expenses

Selling, general and administrative expenses were ~~$12.6~~$13.1 million for the three months ended ~~March 31,~~June 30, 2022, ~~a decrease~~an increase of ~~$0.7~~$3.8 million, ~~or 5%,~~ as compared to ~~$13.3~~$9.3 million for the three months ended ~~March 31,~~June 30, 2021. The increase was primarily due to incremental costs incurred in conjunction with our transition to a publicly traded company.

Selling, general and administrative expenses were ~~essentially flat.~~$25.7 million for the six months ended June 30, 2022, an increase of $3.1 million, as compared to $22.6 million for the six months ended June 30, 2021. The increase was primarily due to incremental costs incurred in conjunction with our transition to a publicly traded company.

Restructuring, transition and transaction expenses

Restructuring, transition and transaction expenses ~~of $2.8~~were $2.6 million ~~were incurred during~~for the three months ended ~~March 31,~~June 30, 2022, a decrease of $0.5 million, as compared to $3.1 million for the three months ended June 30, 2021. The decrease was due to timing of consulting, legal, and audit services utilized as part of and in preparation for the IPO. ~~No restructuring,~~

Restructuring, transition and transaction expenses were ~~incurred during~~$5.3 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, an increase of $2.2 million, as compared to $3.1 million for the six months ended June 30, 2021. The increase was due to timing of consulting, legal, and audit services utilized as part of and in preparation for the IPO.

Interest expense

Interest expense was ~~$7.1~~$7.8 million for the three months ended ~~March 31,~~June 30, 2022, a decrease of ~~$1.2~~$0.9 million, ~~or 15%,~~ as compared to ~~$8.3~~$8.7 million for the three months ended ~~March 31,~~June 30, 2021. Interest expense decreased primarily due to lower balances remaining on our finance leases and long-term debt.

Interest expense ~~– related party~~

~~Interest expense – related party~~ was ~~$12.2~~$14.9 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, a decrease of ~~$0.4~~$2.1 million, ~~or 3%,~~ as compared to ~~$12.6~~$17.0 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021. Interest expense ~~– related party~~ decreased primarily due to lower balances remaining on our finance leases and long-term debt.

Interest expense – related party

Interest expense – related party was $5.5 million for the three months ended June 30, 2022, a decrease of $7.0 million, as compared to $12.5 million for the three months ended June 30, 2021. Interest expense decreased primarily due to the acquisition of the Foundation Vessels.

Interest expense – related party was $17.7 million for the three months ended June 30, 2022, a decrease of $7.4 million, as compared to $25.1 million for the three months ended June 30, 2021. Interest expense decreased primarily due to the acquisition of the Foundation Vessels.

Early extinguishment of lease liability on vessel acquisition

In the three months ended June 30, 2022, we incurred a $21.8 million expense as a result of the difference between the consideration given to acquire the Excellence vessel and the historical finance lease liability.

Other income (expense), net

Other income (expense), net was ~~$(4.1)~~$(1.1) million for the three months ended ~~March 31,~~June 30, 2022, a decrease of ~~$3.9~~$1.6 million, as compared to ~~$(0.2)~~$0.5 million for the three months ended ~~March 31,~~June 30, 2021. The decrease was primarily due to foreign currency exchange losses related to our operations in ~~Brazil.~~Brazil and Argentina.

Other income (expense), net was $(5.2) million for the six months ended June 30, 2022, a decrease of $5.5 million, as compared to $0.3 million for the six months ended June 30, 2021. The decrease was primarily due to foreign currency exchange losses related to our operations in Brazil and Argentina.

Provision for income taxes

The effective tax rate for the three months ended ~~March 31,~~June 30, 2022 and ~~March 31,~~June 30, 2021 was ~~22.5%~~204.7% and ~~10.6%~~55.1%, respectively. The effective tax rate for the six months ended June 30, 2022 and June 30, 2021 was 56.5% and 17.6%, respectively. The increase inwas primarily driven by the reduction of income before tax due to the loss on early extinguishment of the lease liability on acquisition of the Excellence vessel without a corresponding tax benefit which increased our effective tax ~~rates~~rate by 174.3% and 29.2% for the three and six months ended ~~March 31,~~June 30, 2022, ~~is driven~~respectively. Our effective tax rate was also impacted by 39.8% and 7.5% for the ~~change in geographical mix of book~~three and six months ended June 30, 2022, respectfully, due to being subject to U.S. income ~~in certain taxable entities and jurisdictions, as well as withholding tax accruals.~~taxes incurred at the corporate level beginning April 2022

We are a corporate entity for U.S. federal and state income tax purposes. Excelerate’s accounting predecessor, EELP is treated as a pass-through entity for income tax purposes and ~~as such, is~~has generally not been subject to ~~U.S~~U.S. federal and most state income taxes. Instead, EELP’s U.S. income ~~tax activity~~ is allocated to ~~individuals~~its Class A and ~~entities affiliated with EELP.~~ Class B partners proportionate to their interest. As such, the Company’s provision for income tax includes U.S. taxes incurred at the corporate level beginning in April 2022.

The Company ~~also~~ has international operations that are also subject to foreign income tax ~~requirements~~ and U.S. corporate subsidiaries subject to U.S. federal tax. Therefore, our effective income tax rate is dependent on many factors, including the Company’s geographical distribution of income, a rate benefit attributable to the portion of the Company’s earnings not subject to corporate level taxes, and the impact of nondeductible items. In one jurisdiction, the Company’s tax rate is significantly less than the applicable statutory rate as a result of a tax holiday that was granted. This tax holiday will expire in 2033 at the same time asthat our contract and revenue with our customer ends.

Net income (loss) attributable to non-controlling interest

Net ~~loss~~income (loss) attributable to non-controlling interest was ~~$(0.8)~~$(0.3) million for the three months ended ~~March 31,~~June 30, 2022, a decrease of ~~$1.6~~$(0.8) million, ~~or 208%,~~ as compared to ~~net income attributable to non-controlling interest of $0.8~~$0.5 million for the three months ended ~~March 31,~~June 30, 2021. The increase in net loss attributable to

non-controlling interest was primarily due to the addition of non-controlling interest related to owners of our Class B Common Stock after our IPO.

Net income (loss) attributable to non-controlling interest was $(1.1) million for the six months ended June 30, 2022, a decrease of $(2.4) million, as compared to $1.3 million for the six months ended June 30, 2021. The increase in net loss attributable to non-controlling interest was primarily due to higher maintenance at one of our terminal ~~locations.~~locations and the addition of non-controlling interest related to owners of our Class B Common Stock after our IPO

Net loss attributable to non-controlling interest – ENE Onshore

Net loss attributable to non-controlling interest – ENE Onshore was $(0.2) million for the three months ended ~~March 31,~~June 30, 2022, a decrease of ~~$1.8~~$1.7 million, ~~or 88%,~~ as compared to ~~$(2.0)~~$(1.9) million for the three months ended ~~March 31,~~June 30, 2021. Net loss attributable to non-controlling interest – ENE Onshore decreased primarily due to additional capacity sales ~~revenue in~~revenue.

Net loss attributable to non-controlling interest – ENE Onshore was $(0.4) million for the ~~three~~six months ended ~~March 31, 2022.~~June 30, 2022, a decrease of $3.5 million, as compared to $(3.9) million for the six months ended June 30, 2021. Net loss attributable to non-controlling interest – ENE Onshore decreased primarily due to additional capacity sales revenue.

Liquidity and Capital Resources

We believe we will have sufficient liquidity for the next 12 months based on our cash positions, cash flows from operating activities and borrowing capacity on our debt facilities for ongoing operations, planned capital expenditures, other investments and debt service obligations and payment of tax distributions and our announced and expected quarterly ~~dividend,~~dividends, as described in “Dividend Policy” in the ~~Prospectus.~~Prospectus, the first of which we will pay on September 7, 2022. For more information regarding our inaugural dividend payment, see Note 24 – Subsequent Events. As of ~~March 31,~~June 30, 2022, we had ~~$82.9~~$386.3 million in unrestricted cash and cash equivalents.

Our proceeds from the IPO in April 2022 were approximately $416.2 million, after deducting underwriting discounts and commissions, but before deducting estimated IPO-related expenses of ~~$8.2~~$7.9 million. Approximately $50.0 million of the IPO net proceeds were used to fund in part EELP's purchase of the Foundation Vessels. The remaining proceeds are expected to be used to fund our growth strategy, working capital, and other general corporate purposes.

During the third quarter of 2021, we signed a lease on an LNG terminal in Bahia, Brazil from Petrobras, and in December 2021, we started importing LNG and selling regasified natural gas to Petrobras. In addition to Petrobras, we have plans to sell regasified natural gas to other downstream customers in Brazil, Albania, the Philippines and Bangladesh. We anticipate buying additional LNG to import into Brazil and expect to need additional working capital for LNG inventories. Given the price of LNG and the size of each cargo, we expect to significantly increase our LNG purchases. Some of these purchases could potentially exceed cash on hand at certain times through 2022. We plan to fund any cash shortfalls with borrowings under the EE Revolver (as defined herein), which replaced the KFMC Note, a promissory note with Kaiser-Francis Management Company, L.L.C. (“KFMC”), an affiliate of Kaiser, upon consummation of the IPO. For more information regarding the ~~KFMC Note,~~EE Revolver, see Note 1110 – Long-term debt ~~– related party~~ to the Consolidated Financial ~~Statements of EELP.~~Statements. Management believes the EE Revolver will provide sufficient liquidity to execute the purchases under the contract. In the event sufficient funds were not available under the EE Revolver, we would seek alternative funding sources.

We have historically funded our business, including meeting our day-to-day operational requirements, repaying our indebtedness and funding capital expenditures, through debt financing, capital contributions and our operating cash flows as discussed below. Following the IPO, we expect that our future principal uses of cash will also include additional capital expenditures to fund our growth strategy, pay income taxes and make distributions from EELP to fund income taxes, fund our obligations under the TRA,, and pay cash dividends. Any determination to pay dividends to holders of our common stock will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, results of operations, projections, liquidity, earnings, legal requirements, covenant compliance, restrictions in our existing and any future debt and other factors that our board of directors deems relevant. In the future we may enter into arrangements to grow our business or acquire or invest in complementary businesses which could decrease our cash and cash equivalents and increase our cash requirements. As a result of these and other factors, we could use our available capital resources sooner than expected and may be required to seek additional equity or debt.

Cash Flow Statement Highlights

~~Three~~Six Months Ended ~~March 31,~~June 30, 2022 Compared to ~~Three~~Six Months Ended ~~March 31,~~June 30, 2021


	Three months ended March 31,									Six months ended June 30,
	2022			2021			Change			2022			2021
Net cash provided by (used in):	(In thousands)									(In thousands)
Operating activities	$	(31,353	)	$	47,277		$	(78,630	)	$	(9,499	)	$	78,128
Investing activities		(11,029	)		(5,184	)		(5,845	)		(42,030	)		(11,073	)
Financing activities		53,774			(53,711	)		107,485			366,266			(103,253	)
Net increase (decrease) in cash, cash equivalents, and restricted cash	$	11,392		$	(11,618	)	$	23,010		$	314,737		$	(36,198	)

Operating Activities

Cash flows used in operating activities decreased by ~~$78.6~~$87.6 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, as compared to the ~~three~~six months ended ~~March 31,~~June 30, 2021, primarily due to:

•

a ~~$242.3~~$188.9 million decrease in accounts payable, primarily due to increased LNG cargo purchase payments related to ~~December 2021 LNG purchases for December 2021 and January 2022~~Brazil natural gas sales;

•

a ~~$25.2~~$10.9 million decrease in net income, before the early extinguishment of lease liability on vessel acquisition in the six months ended June 30, 2022, as described in “— Consolidated Results of Operations—Net income”;

•

partially offset by a ~~$156.7~~$79.4 million decrease in accounts receivable, primarily due to payments received related to ~~December 2021 through February 2022~~Brazil natural gas sales; and

•

partially offset by a ~~$36.1~~$24.8 million decrease in inventories, primarily related to natural gas sales in the ~~three~~six months ended ~~March 31,~~June 30, 2022.

Investing Activities and Capital Expenditures

Cash flows used in investing activities were composed of capital expenditures made for the purchases of property and equipment, which increased by ~~$5.8~~$31.0 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, as compared to the ~~three months ended March 31,~~same period in 2021. The increase in cash used for purchases of property and equipment was primarily due to the ~~timing~~purchase of ~~vessel drydocking related invoicing.~~the Foundation Vessels.

Financing Activities

Cash flows provided by financing activities increased by ~~$107.5~~$469.5 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, as compared to the ~~three~~six months ended ~~March 31,~~June 30, 2021, primarily due to ~~$49.1~~$412.2 million of ~~additional net borrowings on the KFMC Note, $45.0~~IPO proceeds, $84.8 million of cash outflows in the ~~three~~six months ended ~~March 31,~~June 30, 2021, to KFMC from EELP on a promissory note which was terminated in November 2021, an $11.8 million decrease in finance lease payments, and $6.6 million of repayments on the Kaiser Note Receivable during the ~~three~~six months ended ~~March 31,~~June 30, 2022, partially offset by $25.0 million in cash payments made as part of the early extinguishment of a lease liability related to the IPO transaction, $15.3 million of net payments on our other long-term debt, and ~~a $4.4~~$5.5 million ~~decrease in finance lease payments.~~of deferred financing costs. For more information regarding the Kaiser Note Receivable, see Note 1518 – Related party transactions to the Consolidated Financial Statements of EELP.

New Credit Facility

On April 18, 2022, EELP entered into a senior secured revolving credit agreement (“Credit Agreement”), by and among EELP, as borrower (the “Borrower”), Excelerate, as parent, the lenders party thereto, the issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which the lenders and issuing banks thereunder have made available a revolving credit facility (the “EE Revolver”), including a letter of credit sub-facility, to EELP. The EE Revolver enables us to borrow up to $350 million over a three-year term which expires in April 2025 and is expected to be used primarily for letters of credit, working capital, and other general corporate purposes.

As of June 30, 2022, the Company had letters of credit issued of $40 million and no outstanding borrowings under the EE Revolver.

Borrowings under the EE Revolver will bear interest at a per annum rate equal to the term Secured Overnight Financing Rate reference rate plus 0.10% (or alternate base rate) for such period plus an applicable margin, which applicable margin will be based on the Borrower's consolidated total leverage ratio as defined and calculated under the Credit Agreement. The unused portion of the EE Revolver will be subject to an unused commitment fee calculated at a rate per annum ranging from 0.375% to 0.50% based on the Borrower's consolidated total leverage ratio.

Also, on April 18, 2022, the Company borrowed under the EE Revolver, on the closing day of such facility, and used the proceeds to repay the KFMC Note in full. The KFMC Note was terminated in connection with such repayment. ~~As of May 20, 2022, the Company had letters of credit issued of $52.0 million and no outstanding borrowings under the EE Revolver.~~

As of ~~March 31,~~June 30, 2022, the Company was in compliance with the covenants under its debt facilities.

Other Contractual Obligations

Operating Leases

We lease a vessel and offices in various locations under noncancelable operating leases. As of December 31, 2021, we had future minimum lease payments of $120.2 million. As of ~~March 31,~~June 30, 2022, we had future minimum lease payments totaling ~~$113.4~~$104.4 million and are committed to ~~$27.7~~$18.2 million in year one, ~~$65.3~~$65.0 million for years two and three, ~~$18.6~~$18.9 million for years four and five and ~~$1.8~~$2.3 million thereafter.

Finance Leases

Certain enforceable vessel charters and pipeline capacity agreements are classified as finance leases, and the right-of-use assets are included in property and equipment. As of December 31, 2021, we had future minimum lease payments totaling $784.8 million. As of ~~March 31,~~June 30, 2022, we had future minimum lease payments totaling ~~$766.1~~$325.8 million and are committed to ~~$59.4~~$18.5 million in payments in year one, ~~$150.8~~$66.5 million for years two and three, ~~$125.3~~$66.5 million for years four and five, and ~~$430.6~~$174.3 million thereafter.

Foundation Vessels Purchase

In exchange for (i) 7,854,167 shares of Class A ~~common stock~~Common Stock with a fair market value of $188.5 million, (ii) a cash payment of $50.0 million and (iii) $21.5 million of estimated future payments under the TRA, EELP purchased from Maya Maritime LLC, a wholly owned subsidiary of the Foundation, all of the issued and outstanding membership interests in the Foundation Vessels. In 2018, EELP entered into an agreement with a customer to lease the Excellence vessel with the vessel transferring ownership to the customer at the conclusion of the agreement for no additional consideration. Historically, EELP, as a lessor, has accounted for the Excellence vessel contract with our customer as a sales-type lease in the consolidated balance sheet in accordance with Accounting Standards Codification 842, Leases (“ASC 842”). The Excellence vessel will continue to be accounted for as a sales-type lease and thus ~~will~~did not result in an adjustment to property and equipment. ~~Any~~The difference between the consideration given to acquire the Excellence and the historical finance lease liability ~~will result~~resulted in a $21.8 million early extinguishment of lease liability loss on ~~the income statement.~~our consolidated statements of income.

Tax Receivable Agreement

In connection with the IPO, we entered into the TRA with the TRA Beneficiaries. The TRA will provide for payment by us to the TRA Beneficiaries of 85% of the amount of the net cash tax savings, if any, that we are deemed to realize as a result of our utilization of certain tax benefits resulting from (i) certain increases in the tax basis of assets of EELP and its subsidiaries resulting from exchanges of EELP partnership interests in the future, (ii) certain tax attributes of EELP and subsidiaries of EELP (including the existing tax basis of assets owned by EELP or its subsidiaries and the tax basis of certain assets purchased from the Foundation) that exist as of the time of the IPO or may exist at the time when Class B interests of EELP are exchanged for shares of Class A ~~common stock,~~Common Stock, and (iii) certain other tax benefits related to us entering into the TRA, including tax benefits attributable to payments that we make under the TRA. See “Certain Relationships and Related Person Transactions—Proposed Transactions with Excelerate Energy, Inc—Tax Receivable Agreement” in the Prospectus for more information about the TRA.

The payments that we will be required to make under the TRA, including those made if we elected to terminate the agreement early, have the potential to be substantial. Based on certain assumptions, including no material changes in the relevant tax law and that we earn sufficient taxable income to realize the full tax benefits that are the subject of the TRA, we expect that future payments to the TRA Beneficiaries (not including Excelerate) will equal ~~$71.2~~$76.8 million in the aggregate, although the actual future payments to the TRA Beneficiaries will vary based on the factors discussed in “Certain Relationships and Related Person Transactions—Proposed Transactions with Excelerate Energy, Inc—Tax Receivable Agreement” in the Prospectus and estimating the amount of payments that

may be made under the TRA is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors and future events.

Off Balance Sheet Arrangements

~~As of March 31, 2022,~~Before Excelerate’s IPO, EELP, certain of its subsidiaries and other affiliates of George B. Kaiser (together with his affiliates other than the Company “Kaiser”) were guarantors to a Kaiser revolving loan facility, and EELP provided a first lien against one of EELP’s vessels to collateralize this facility. The facility was a committed line of credit of $600 million with a third-party bank that would have expired on September 30, 2022 (the “Kaiser Credit Line”). EELP utilized the Kaiser Credit Line to issue letters of credit or

bank guarantees to counterparties to guarantee its performance. ~~As of March 31, 2022, EELP and certain of its subsidiaries had $81.5 million in letters of credit outstanding under the Kaiser Credit Line.~~ In connection with the IPO, the first lien against an EELP vessel and other collateral and guarantees provided by EELP and its subsidiaries was released by the lender under the Kaiser Credit Line and certain credit support previously provided to EELP by Kaiser under the Kaiser Credit Line was replaced with credit support under the EE Revolver.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with GAAP requires significant judgments from management in estimating matters for financial reporting that are inherently uncertain. For additional information about our accounting policies and estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical accounting policies” in the Prospectus and the notes to the audited financial statements included therein.

There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in the Prospectus.

Recent Accounting Pronouncements

Refer to Note 2, “Summary of significant accounting policies,” to the notes to Consolidated Financial Statements of EELP included in Part I, Item 1 of this Form 10-Q for information regarding recently issued accounting pronouncements.

Implications of Being an Emerging Growth Company

As a company with less than $1.07 billion in revenue during our ~~last~~most recently completed fiscal year, Excelerate qualifies as an emerging growth company (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For so long as Excelerate remains an EGC, it is permitted, and has elected, to rely on exemptions from specified disclosure requirements that are applicable to other public companies that are not EGCs. These exemptions include:

•

being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

•

not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting under the Sarbanes-Oxley Act, for up to five years or until we no longer qualify as an emerging growth company;

•

not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;

•

reduced disclosure obligations regarding executive compensation pursuant to the rules applicable to smaller reporting companies, which means we do not have to include a compensation discussion and analysis and certain other disclosures regarding our executive compensation; and

•

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and obtaining stockholder approval of any golden parachute payments not previously approved.

As Excelerate ~~may take advantage of these provisions for up to five years following completion of~~will exceed the ~~IPO or such earlier time when it is no longer an EGC. Excelerate~~$1.07 billion in annual revenue threshold during the current fiscal year, we will cease to be an EGC on December 31, 2022, at the latest. As a result of ceasing EGC status, we will be required to comply with certain requirements listed above in our Form 10-K for the year ending December 31, 2022. Excelerate would cease to be an EGC earlier than December 31, 2022, if it ~~has more than $1.07 billion in annual revenue, has more than $700 million in market value of its capital stock held by non-affiliates as of the prior June 30th or~~ issues more than $1 billion of non-convertible debt ~~over a three-year period.~~before that time. Excelerate may choose to take advantage of some, but not all, of the available ~~exemptions.~~exemptions until that time. Excelerate has taken advantage of some reduced reporting burdens in its filings. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you may hold stock.

The JOBS Act provides that an EGC may take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an EGC to delay the adoption of accounting standards until those standards would otherwise

apply to private companies. Excelerate may elect to take advantage of this extended transition period and, as a result, will comply with new or revised accounting standards on the relevant dates on which adoption is required for private companies.

4144

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In our normal course of business, we are exposed to certain market risks, including changes in interest rates, natural gas and LNG commodity prices and foreign currency exchange rates. In order to manage these risks, we may utilize derivative instruments. Gains or losses on those derivative instruments would typically be offset by corresponding gains or losses on the hedged item.

Interest Rate Risk

We have entered into long-term interest rate swap agreements in order to hedge a portion of our exposure to changes in interest rates associated with our external bank loans. We are exposed to changes in interest rates on our other debt facilities as well as the portion of our external bank loans that remain unhedged. We may enter into additional derivative instruments to manage our exposure to interest rates.

As of December 31, 2021, the fair value of our interest rate swaps was $(4.4) million. As of ~~March 31,~~June 30, 2022, the fair value of our interest rate swaps was ~~$(1.2)~~$0.2 million. Based on our hedged notional amount as of ~~March 31,~~June 30, 2022, a hypothetical 10% change in the three-month and six-month LIBOR forward curves would change the estimated fair value of our existing interest rate swaps by less than $0.1 million.

Commodity Price Risk

In the course of our operations, we are exposed to commodity price risk, primarily through our occasional purchases of or commitments to purchase LNG. To reduce our exposure, we may enter into derivative instruments to offset some or all of the associated price risk. We did not hold any commodity derivative instruments as of ~~March 31, 2021~~June 30, 2022 or ~~March 31, 2022.~~2021.

Foreign Currency Exchange Risk

Our reporting currency is the U.S. dollar and the functional currency of each of our subsidiaries is the U.S. dollar. Gains or losses due to transactions in foreign currencies are included in “Other ~~Income (Expense)”~~income (expense), net” in our consolidated statements of income. Due to a portion of our expenses being incurred in currencies other than the U.S. dollar, our expenses may, from time to time, increase relative to our revenues as a result of fluctuations in exchange rates, particularly between the U.S. dollar and the Euro, Argentine Peso, Brazilian Real and the Bangladesh Taka. In the future, we may use financial derivatives to hedge some of our currency exposure. We did not hold any foreign currency derivative instruments as of ~~March 31, 2021~~June 30, 2022 or ~~March 31, 2022.~~2021. For the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, we recorded ~~$(4.4)~~$(5.7) million and ~~$(0.2)~~$(0.3) million, respectively, in foreign currency gains/(losses) in our consolidated statements of income.

Item 4. Internal Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company's disclosure controls and procedures are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and that such information is accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, management, including our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~March 31,~~June 30, 2022. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of ~~March 31,~~June 30, 2022, due to the material weaknesses in internal control over financial reporting described below.

Material Weaknesses in Internal Control over Financial Reporting

We did not design and maintain an effective control environment commensurate with public company financial reporting requirements. Specifically, we did not maintain a sufficient complement of personnel with an appropriate degree of internal controls, accounting, tax and information technology (“IT”) knowledge, experience and training to appropriately analyze, record and disclose accounting matters commensurate with accounting and financial reporting requirements.

This material weakness contributed to the following additional material weaknesses:

•

We did not design and maintain effective controls over period end financial reporting processes and procedures, controls over significant accounts and disclosures to achieve complete, accurate and timely financial accounting, reporting and disclosures, including segregation of duties and controls related to the preparation and review of journal entries.

Additionally, we did not design and maintain effective controls to identify and account for the elimination of certain intercompany revenue and expenses;

•

We did not design and maintain effective controls over the proper timing of revenue recognition for drydock revenue contracts;

•

We did not design and maintain effective controls to analyze compliance with non-financial debt covenants and conditions; and

•

We did not design and maintain effective controls to verify the completeness and accuracy of our income tax provision.

These material weaknesses resulted in adjustments to FSRU and terminal services revenue, selling, general and administrative expenses, cost of revenue and vessel operating expenses, provision for income taxes and related account balances and disclosures as of and for the years ended December 31, 2020 and 2019 and a misstatement to current and long-term debt as of December 31, 2020, which has since been corrected.

We did not design or maintain effective controls over IT general controls for information systems that are relevant to the preparation of our financial statements. Specifically, we did not design and maintain: (i) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs and data to appropriate company personnel; (ii) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately; (iii) computer operations controls to ensure that critical batch jobs are monitored and data backups are authorized and monitored financial data can be recovered from backups; and (iv) testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements. This material weakness did not result in a material misstatement to the financial statements; however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected.

Additionally, each of the above material weaknesses could result in a misstatement of our account balances or disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected.

Remediation Efforts

To address the material weaknesses, we are continuing to implement, measures designed to improve internal control over financial reporting, including expanding our accounting, tax, IT and finance team to add additional qualified resources, which may include third-party consultants, and implementing new financial processes and controls. We have hired new experienced accounting leadership team members in the following positions: Vice President, Controller and Chief Accounting Officer; Vice President of Tax; Director of Financial Reporting; Senior Manager over International Accounting Operations; and Senior Manager over Income Tax Provision. In addition, we have hired a new Vice President over IT and a new Treasurer. We intend to continue to take steps to remediate the material weaknesses through the formalizing of documentation of policies and procedures and further evolving the accounting processes, including designing and implementing appropriate segregation of duties, period end financial review controls, including system controls over journal entry approvals, controls to identify and account for the elimination of certain intercompany revenue and expenses, controls over the timing of revenue recognition over drydocks, controls to analyze compliance with non-financial debt covenants and conditions, and controls over the completeness and accuracy of our income tax provision. We are working to remediate the material weaknesses as efficiently and effectively as possible and are continuing to design and implement the additional controls. These material weaknesses will not be remediated until we have completed the design and implementation of the additional controls and the controls have been in place and operating for a sufficient period of time and confirmed through testing to be effective.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we are a party to ongoing legal proceedings in the ordinary course of business. We do not believe the results of currently pending proceedings, individually or in the aggregate, will have a material adverse effect on our business, financial condition, results of operations or liquidity.

Item 1A. Risk Factors.

~~There~~Besides the additional risk factor presented below, there have been no material changes from the risk factors previously disclosed in “Risk Factors” included in the Prospectus.

We cannot assure you that we will pay dividends on our Class A Common Stock, and our indebtedness could limit our ability to pay future dividends on our Class A Common Stock.

We declared our first cash dividend on our Class A Common Stock on August 5, 2022, which will be paid on September 7, 2022. Any determination to pay dividends to holders of our Class A Common Stock in the future will be subject to applicable law, the terms of any applicable governing documents and agreements and at the discretion of our board of directors and will depend upon many factors, including our financial condition, results of operations, projections, liquidity, earnings, legal requirements, covenant compliance, restrictions in our existing and any future debt agreements and other factors that our board of directors deems relevant. Our financing arrangements, including the EE Revolver, place certain direct and indirect restrictions on our ability to pay cash dividends. Therefore, there can be no assurance that we will pay any dividends to holders of our Class A Common Stock or as to the amount of any such dividends, and we may cease such payments at any time in the future. In addition, our historical results of operations, including cash flow, are not indicative of future financial performance, and our actual results of operations could differ significantly from our historical results of operations. We have not adopted, and do not currently expect to adopt, a separate written dividend policy.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~Use of Proceeds~~

On April 18, 2022, we completed the IPO of 18,400,000 shares of our Class A common stock, $0.001 par value per share, including the full exercise by the underwriters of their option to purchase 2,400,000 additional shares of our Class A common stock, for cash consideration of $24.00 per share, resulting in approximately $408.0 million in net proceeds to us after deducting approximately $25.4 million of underwriting discounts and commissions and approximately $8.2 million of offering related expenses. The IPO was registered under the Securities Act on a registration statement on Form S-1 (Registration No. 333-~~262065~~), which was declared effective by the SEC on April 12, 2022. Barclays Capital Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC served as joint book-running managers and as representatives of the underwriters in the offering. Upon completion of the sale of the shares of our Class A common stock referenced in the preceding sentences, the IPO terminated.

We utilized the net proceeds from the IPO to purchase newly issued EELP Class A interests for approximately $358.0 million, fund in part EELP’s purchase from the Foundation of certain equity interests of entities that owned the ~~Excelsior~~ ~~and~~ ~~Excellence~~ ~~vessels~~ for $50.0 million and pay expenses incurred by us in connection with the IPO of approximately $8.2 million. No payments were made to our directors, officers or their associates, to holders of 10% or more of any class of our equity securities or to our affiliates in connection with the issuance and sale of the securities registered.

Not applicable.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

In accordance with Rule 14a-8 under the Exchange Act (“Rule 14a-8”) and the Amended and Restated Bylaws (the “Bylaws”) of the Company, the deadlines for the receipt of any stockholder proposals and director nominations to be considered at the 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) are set forth below.Not applicable.

Any stockholder proposal submitted pursuant to Rule 14a-8 for inclusion in the Company’s proxy materials for the 2023 Annual Meeting must be received by our corporate secretary at our principal executive offices no later than the close of business on November 24, 2022. Any such proposal also needs to comply with the SEC stockholder proposal rules, including the eligibility requirements set forth in Rule 14a-8.

In addition, any stockholder seeking to nominate a director or to bring other business before the 2023 Annual Meeting outside of Rule 14a-8 under the advance notice provisions included in the Bylaws must provide timely notice, as set forth in the Bylaws. Specifically, written notice of any such proposed business or nomination must be received by our corporate secretary at our principal executive offices no earlier than the close of business on January 10, 2023 and no later than the close of business on February 9, 2023. Any notice of proposed business or nomination also must comply with the notice and other requirements set forth in the Bylaws and with any applicable law.

For purposes of stockholder proposals, the “close of business” shall mean 6:00 p.m. local time at the principal executive offices of the Company on any calendar day, whether or not the day is a business day.

4447

Item 6. Exhibits.


Exhibit Number		Description
~~2.1~~		Securities Purchase Agreement, dated as of April 8, 2022, by and between Maya Maritime LLC and Excelerate Energy Limited Partnership (incorporated herein by reference to Exhibit 2.1 to Excelerate Energy, Inc.’s Current Report on Form 8-K filed with the SEC on April 18, 2022).
~~3.1~~		Amended and Restated Certificate of Incorporation of Excelerate Energy, Inc. (incorporated herein by reference to Exhibit 3.1 to Excelerate Energy, Inc.’s Current Report on Form 8-K filed with the SEC on April 18, 2022).
~~3.2~~		~~Amended and Restated Bylaws of Excelerate Energy, Inc. (incorporated herein by reference to Exhibit 3.2 to Excelerate Energy, Inc.’s Current Report on Form 8-K filed with the SEC on April 18, 2022).~~
~~4.1~~		Registration Rights Agreement, dated as of April 18, 2022, by and among Excelerate Energy, Inc., Excelerate Energy Holdings, LLC and Maya Maritime LLC (incorporated herein by reference to Exhibit 4.1 to Excelerate Energy, Inc.’s Current Report on Form 8-K filed with the SEC on April 18, 2022).
~~4.2~~		Stockholder’s Agreement, dated as of April 18, 2022, by and among Excelerate Energy, Inc., Excelerate Energy Limited Partnership and Excelerate Energy Holdings, LLC (incorporated herein by reference to Exhibit 4.2 to Excelerate Energy, Inc.’s Current Report on Form 8-K filed with the SEC on April 18, 2022).
~~10.1~~		Amended and Restated Limited Partnership Agreement of Excelerate Energy Limited Partnership, dated as of April 14, 2022 (incorporated herein by reference to Exhibit 10.1 to Excelerate Energy, Inc.’s Current Report on Form 8-K filed with the SEC on April 18, 2022).
~~10.2~~		Tax Receivable Agreement, dated as of April 12, 2022, by and among Excelerate Energy, Inc., Excelerate Energy Limited Partnership, Maya Maritime LLC and Excelerate Energy Holdings, LLC (incorporated herein by reference to Exhibit 10.2 to Excelerate Energy, Inc.’s Current Report on Form 8-K filed with the SEC on April 18, 2022).
~~10.3~~		Senior Secured Revolving Credit Agreement, dated as of April 18, 2022, by and among Excelerate Energy Limited Partnership, as Borrower, Excelerate Energy, Inc., as Parent, the lenders party thereto, the issuing banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.3 to Excelerate Energy, Inc.’s Current Report on Form 8-K filed with the SEC on April 18, 2022).
~~10.4~~		Form of Indemnification Agreement entered into with Directors and Officers (incorporated by reference to Exhibit 10.3 of Excelerate Energy, Inc.’s Registration Statement on Form S-1/A, filed on January 21, 2022)
~~10.5~~		~~Excelerate Energy, Inc. Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.5 to Excelerate Energy, Inc.’s Current Report on Form 8-K filed with the SEC on April 18, 2022).~~
~~10.6~~		~~Excelerate Energy, Inc. Executive Severance Plan (incorporated herein by reference to Exhibit 10.6 to Excelerate Energy, Inc.’s Current Report on Form 8-K filed with the SEC on April 18, 2022).~~
~~10.7~~		Excelerate Energy, Inc. Change in Control Severance Plan (incorporated herein by reference to Exhibit 10.7 to Excelerate Energy, Inc.’s Current Report on Form 8-K filed with the SEC on April 18, 2022).
~~10.8~~		Letter Agreement dated April 3, 2020, by and between Excelerate Energy Limited Partnership and Dana Armstrong (incorporated by reference to Exhibit 10.5 of Excelerate Energy, Inc.’s Registration Statement on Form S-1, filed on January 7, 2022).
~~10.9~~		Letter Agreement dated October 16, 2020, by and between Excelerate Energy Limited Partnership and Alisa Newman Hood (incorporated by reference to Exhibit 10.6 of Excelerate Energy, Inc.’s Registration Statement on Form S-1, filed on January 7, 2022).
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
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* Filed herewith.

4548

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Excelerate Energy, Inc.

Date: ~~May 25,~~August 15, 2022	By:	/s/ Dana Armstrong
		Dana Armstrong
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

4649


Delaware	87-2878691
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2445 Technology Forest Blvd., Level 6 The Woodlands, TX	77381
(Address of principal executive offices)	(Zip Code)


	June 30, 2022			December 31, 2021
	(Unaudited)
ASSETS	(In thousands)
Current assets
Cash and cash equivalents	$	386,337		$	72,786
Current portion of restricted cash		2,461			2,495
Accounts receivable, net		191,324			260,535
Accounts receivable, net – related party		4,877			11,140
Inventories		64,992			105,020
Current portion of net investments in sales-type leases		12,200			12,225
Other current assets		20,861			26,194
Total current assets		683,052			490,395
Restricted cash		16,903			15,683
Property and equipment, net		1,416,202			1,433,169
Operating lease right-of-use assets		91,779			106,225
Net investments in sales-type leases		407,143			412,908
Investment in equity method investee		23,868			22,051
Deferred tax assets		47,154			939
Other assets		26,621			19,366
Total assets	$	2,712,722		$	2,500,736
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	140,242		$	303,651
Accounts payable to related party		713			7,937
Accrued liabilities and other liabilities		64,457			105,034
Current portion of deferred revenue		7,984			9,653
Current portion of long-term debt		17,531			19,046
Current portion of long-term debt – related party		7,369			7,096
Current portion of operating lease liabilities		31,668			30,215
Current portion of finance lease liabilities		20,643			21,903
Current portion of finance lease liabilities – related party		0			15,627
Total current liabilities		290,607			520,162
Derivative liabilities		0			2,999
Long-term debt, net		206,313			214,369
Long-term debt, net – related party		191,559			191,217
Operating lease liabilities		63,445			77,936
Finance lease liabilities		220,209			229,755
Finance lease liabilities – related party		0			210,992
TRA liability		76,822			0
Asset retirement obligations		35,667			34,929
Other long-term liabilities		17,524			14,451
Total liabilities	$	1,102,146		$	1,496,810
Commitments and contingencies (Note 20)
Class A Common Stock ($0.001 par value, 300,000,000 shares authorized and 26,254,167 shares issued and outstanding as of June 30, 2022; 0 shares authorized, issued or outstanding as of December 31, 2021)		26			0
Class B Common Stock ($0.001 par value, 150,000,000 shares authorized and 82,021,389 shares issued and outstanding as of June 30, 2022; 0 shares authorized, issued or outstanding as of December 31, 2021)		82			0
Additional paid-in capital		583,669			0
Equity interest		0			1,135,769
Retained earnings		(2,031	)		0
Related party note receivable		(159	)		(6,759	)
Accumulated other comprehensive loss		(199	)		(9,178	)
Non-controlling interest		1,159,888			14,376
Non-controlling interest – ENE Onshore		(130,700	)		(130,282	)
Total equity		1,610,576			1,003,926
Total liabilities and equity	$	2,712,722		$	2,500,736


	Six months ended June 30,
	2022			2021
Cash flows from operating activities	(In thousands)
Net income (loss)	$	8,854		$	41,600
Adjustments to reconcile net income to net cash from operating activities
Depreciation and amortization		48,039			52,246
Amortization of operating lease right-of-use assets		15,447			11,384
Accretion expense		738			707
Amortization of debt issuance costs		620			712
Deferred income taxes		(5,552	)		(20	)
Share of net earnings in equity method investee		(1,510	)		(1,614	)
Distributions from equity method investee		2,700			0
Long-term incentive compensation expense		270			0
Early extinguishment of lease liability on vessel acquisition		21,834			0
Non-cash restructuring expense		1,574			0
Changes in operating assets and liabilities:
Accounts receivable		76,399			(2,969	)
Inventories		40,028			15,181
Other current assets and other assets		(2,302	)		(6,480	)
Accounts payable and accrued liabilities		(211,287	)		(22,354	)
Derivative liabilities		1,295			16
Current portion of deferred revenue		(1,669	)		(231	)
Net investments in sales-type leases		5,790			4,845
Operating lease assets and liabilities		(14,040	)		(10,761	)
Other long-term liabilities		3,273			(4,134	)
Net cash provided by (used in) operating activities	$	(9,499	)	$	78,128

Cash flows from investing activities
Purchases of property and equipment		(42,030	)		(11,073	)
Net cash used in investing activities	$	(42,030	)	$	(11,073	)

Cash flows from financing activities
Proceeds from issuance of common stock, net		412,183			0
Proceeds from long-term debt – related party		649,400			25,500
Repayments of long-term debt – related party		(648,126	)		(3,479	)
Repayments of long-term debt		(9,561	)		(15,018	)
Proceeds from revolving credit facility		140,000			0
Repayments of revolving credit facility		(140,000	)		0
Payment of debt issuance costs		(5,512	)		—
Related party note receivables		—			(84,758	)
Collections of related party note receivables		6,600			—
Settlement of finance lease liability – related party		(25,000	)		—
Principal payments under finance lease liabilities		(10,806	)		(17,835	)
Principal payments under finance lease liabilities – related party		(2,912	)		(7,663	)
Net cash provided by (used in) financing activities	$	366,266		$	(103,253	)
Net increase (decrease) in cash, cash equivalents and restricted cash		314,737			(36,198	)

Cash, cash equivalents and restricted cash
Beginning of period	$	90,964		$	109,539
End of period	$	405,701		$	73,341


	March 31, 2022			December 31, 2021
	(Unaudited)
ASSETS	(In thousands)
Current assets
Cash and cash equivalents	$	82,905		$	72,786
Current portion of restricted cash		3,347			2,495
Accounts receivable, net		116,405			260,535
Accounts receivable, net – related party		11,214			11,140
Inventories		52,207			105,020
Current portion of net investments in sales-type leases		12,775			12,225
Other current assets		28,382			26,194
Total current assets		307,235			490,395
Restricted cash		16,104			15,683
Property and equipment, net		1,412,474			1,433,169
Operating lease right-of-use assets		98,598			106,225
Net investments in sales-type leases		409,543			412,908
Investment in equity method investee		22,343			22,051
Other assets		29,331			20,305
Total assets	$	2,295,628		$	2,500,736
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	22,515		$	303,651
Accounts payable to related party		8,951			7,937
Accrued liabilities and other liabilities		112,639			105,034
Current portion of deferred revenue		8,547			9,653
Current portion of long-term debt		19,939			19,046
Current portion of long-term debt – related party		7,250			7,096
Current portion of operating lease liabilities		31,884			30,215
Current portion of finance lease liabilities		21,278			21,903
Current portion of finance lease liabilities – related party		17,118			15,627
Total current liabilities		250,121			520,162
Derivative liabilities		509			2,999
Long-term debt, net		209,729			214,369
Long-term debt, net – related party		250,518			191,217
Operating lease liabilities		71,261			77,936
Finance lease liabilities		225,036			229,755
Finance lease liabilities – related party		206,589			210,992
Asset retirement obligations		35,296			34,929
Other long-term liabilities		17,741			14,451
Total liabilities	$	1,266,800		$	1,496,810
Commitments and contingencies (Note 17)
Equity interest		1,149,666			1,135,769
Related party note receivable		(159	)		(6,759	)
Accumulated other comprehensive loss		(3,720	)		(9,178	)
Non-controlling interest		13,560			14,376
Non-controlling interest – ENE Onshore		(130,519	)		(130,282	)
Total equity		1,028,828			1,003,926
Total liabilities and equity	$	2,295,628		$	2,500,736


(In thousands)	Equity interest		Related party note receivable			Accumulated other comprehensive loss			Non- controlling interest			Non-controlling interest – ENE Onshore			Total equity
Balance at January 1, 2022	$	1,135,769	$	(6,759	)	$	(9,178	)	$	14,376		$	(130,282	)	$	1,003,926
Net income (loss)		13,897		0			0			(816	)		(237	)		12,844
Related party note receivable		0		6,600			—			0			0			6,600
Other comprehensive income (loss)		0		—			5,458			0			0			5,458
Balance at March 31, 2022	$	1,149,666	$	(159	)	$	(3,720	)	$	13,560		$	(130,519	)	$	1,028,828

Balance at January 1, 2021	$	902,099	$	0		$	(14,961	)	$	11,341		$	(127,318	)	$	771,161
Net income (loss)		39,259		0			—			759			(1,995	)		38,023
Related party note receivable		0		(45,000	)		0			0			0			(45,000	)
Other comprehensive income (loss)		0		0			3,861			0			0			3,861
Balance at March 31, 2021	$	941,358	$	(45,000	)	$	(11,100	)	$	12,100		$	(129,313	)	$	768,045


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


PART I.	~~Financial Information of Excelerate Energy, Inc~~FINANCIAL INFORMATION	6
Item 1.	Financial Statements ~~of Excelerate Energy, Inc~~	6
	Consolidated Balance Sheets	6
	~~Notes to the Balance Sheets~~	7
	~~Financial Statements of Excelerate Energy Limited Partnership~~	9
	~~Consolidated Balance Sheets~~	9
	Consolidated Statements of Operations	107
	Consolidated Statements of Comprehensive Income	118
	Consolidated Statements of Changes in Equity	129
	Consolidated Statements of Cash Flows	1310
	Notes to Consolidated Financial Statements	1411
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2930
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4245
Item 4.	Controls and Procedures	4245
PART II.	OTHER INFORMATION	44
Item 1.	Legal Proceedings	4447
Item 1A.	Risk Factors	4447
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4447
Item 3.	Defaults Upon Senior Securities	4447
Item 4.	Mine Safety Disclosures	4447
Item 5.	Other Information	4447
Item 6.	Exhibits	4548
	Signatures	4649


•	our ability to enter into contracts with customers and our customers’ failure to perform their contractual obligations;


•	the risks inherent in operating our floating storage and regasification units (“~~FSRUs~~”(“FSRUs”) and other liquefied natural gas (“~~LNG~~”(“LNG”) infrastructure assets;


•	the technical complexity of our FSRUs and LNG import terminals and related operational problems;


•	cancellations, time delays, unforeseen expenses, cost inflation, materials or labor shortages and other complications while developing our projects;


•	our inability to develop a project successfully and our customers’ failure to fulfill their payment obligations to us following our capital investment in a project;


•	the failure of our regasification terminals and other facilities to operate as expected or be completed;


•	our need for substantial expenditures to maintain and replace, over the long-term, the operating capacity of our fleet, regasification terminals and associated assets, pipelines and downstream infrastructure;


•��	our reliance on our engineering, procurement and construction contractors and other contractors for the successful completion of our energy-related infrastructure;


•	shortages of qualified officers and crew impairing our ability to operate or increasing the cost of crewing our vessels;


•	uncertainty related to construction costs, development timelines, third-party subcontractors and equipment manufacturers required to perform our development services;


•	our ability to obtain and maintain approvals and permits from governmental and regulatory agencies with respect to the design, construction and operation of our facilities and provision of our services;


•	our ability to maintain relationships with our customers and existing suppliers, source new suppliers for LNG and critical components of our projects and complete building out our supply chain;


•	our ability to connect with third-party pipelines, power plants and other facilities that provide gas receipt and delivery downstream of our integrated terminals;


•	our ability to purchase or receive physical delivery of LNG in sufficient quantities to satisfy our delivery obligations under gas sales agreements or at attractive prices;


•	changes in the demand for and price of LNG and natural gas and LNG regasification capacity;


•	infrastructure constraints and community and political group resistance to existing and new LNG and natural gas infrastructure over concerns about the environment, safety and terrorism;


•	outbreaks of epidemic and pandemic diseases and governmental responses thereto;


•	our ability to access financing sources on favorable terms;


•	our debt level and finance lease liabilities, which may limit our flexibility in obtaining additional financing or refinancing credit facilities upon maturity;


•	the effects of international conflicts, including sanctions, retaliatory measures and changes in the availability and prices of LNG, natural gas and oil resulting from the invasion of Ukraine by Russia, on our business, customers, industry and outlook;


•	volatility of the global financial markets and uncertain economic conditions, including as a result of the invasion of Ukraine by Russia;


•	our financing agreements, which include financial restrictions and covenants and are secured by certain of our vessels;


•	compliance with various international treaties and conventions and national and local environmental, health, safety and maritime conduct laws that affect our operations;


•	our dependence upon distributions from our subsidiaries to pay dividends, if any, taxes and other expenses and make payments under the TRA (as defined herein);


•	the requirement that we pay over to the TRA Beneficiaries (as defined herein) most of the tax benefits we receive;


•	payments under the TRA being accelerated and/or significantly exceeding the tax benefits, if any, that we actually realize;

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company