Delaware | | | 4924 | | | 87-2878691 |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
| | With copies to: | | | ||
Andrew L. Fabens Hillary H. Holmes Gibson, Dunn & Crutcher LLP 811 Main Street, Suite 3000 Houston, TX 77002 (346) 718-6600 | | | Alisa Newman Hood Executive Vice President, General Counsel and Secretary Excelerate Energy, Inc. 2445 Technology Forest Blvd., Level 6 The Woodlands, TX 77381 (832) 813-7100 | | | Michael Kaplan Pedro Bermeo Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10022 (212) 450-4000 |
Large accelerated filer ☐ | | | Accelerated filer ☐ |
Non-accelerated filer ☒ | | | Smaller reporting company ☐ |
| | Emerging growth company ☒ |
PROSPECTUS | | |
| | Per Share | | | Total | |
Initial public offering price | | | $ | | | $ |
Underwriting discounts and commissions(1) | | | $ | | | $ |
Proceeds, before expenses, to us | | | $ | | | $ |
(1) | See “Underwriting (Conflicts of Interest)” for a description of all underwriting compensation payable in connection with this offering. |
Barclays | | | J.P. Morgan | | | Morgan Stanley |
SMBC Nikko | | | Raymond James | | | Stephens Inc. |
Tudor, Pickering, Holt & Co. | | | BOK Financial Securities, Inc. |
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(1) | At the closing of this offering, EE Holdings will own 81,497,778 Class B interests of EELP and 81,497,778 shares of Class B common stock of Excelerate. |
(2) | Each share of Class A common stock of Excelerate will be entitled to one vote and will vote together with the Class B common stock as a single class, except as provided in our amended and restated certificate of incorporation or required by law. See “Description of Capital Stock—Common Stock—Class A Common Stock.” |
(3) | Each share of Class B common stock is entitled to one vote and will vote together with the Class A common stock as a single class, except as provided in our amended and restated certificate of incorporation or required by law. The Class B common stock will have no economic rights in Excelerate. See “Description of Capital Stock—Common Stock—Class B Common Stock.” |
(4) | Excelerate will, directly or indirectly, own all of the Class A interests of EELP after the Reorganization, which upon the completion of this offering will represent the right to receive approximately |
(5) | At the closing of the offering, EE Holdings will own all of the outstanding shares of Class B common stock and all of the outstanding Class B interests of EELP, which upon the completion of this offering will represent the right to receive approximately |
• | approximately |
• | approximately |
• | approximately |
(i) | shares underlying equity awards with an aggregate grant date fair value of approximately $5.0 million that we intend to grant to certain independent directors and employees, including members of our management team, pursuant to the LTI Plan in connection with this offering, which, at the midpoint of the price range set forth on the cover page of this prospectus, would be comprised of approximately 22,224 shares of Class A common stock underlying restricted stock units and approximately 373,821 stock options, |
(ii) | 10,353,955 additional shares of Class A common stock to be reserved for future issuance of awards under the LTI Plan; and |
| | Year Ended December 31, | | | Year Ended December 31, | |||||||
(In thousands) | | | 2021 | | 2020 | | | 2021 | | 2020 | ||
Statements of Operations Data: | | | | | ||||||||
Revenues | | | | | ||||||||
FSRU and terminal services | | $468,030 | | $430,843 | | $468,030 | | $430,843 | ||||
Gas sales | | 420,525 | | — | | 420,525 | | — | ||||
Total revenues | | 888,555 | | 430,843 | | 888,555 | | 430,843 | ||||
Operating expenses | | | | | ||||||||
Cost of revenue and vessel operating expenses | | 192,723 | | 150,478 | | 192,723 | | 150,478 | ||||
Direct cost of gas sales | | 390,518 | | — | | 390,518 | | — | ||||
Depreciation and amortization | | 104,908 | | 104,167 | | 104,908 | | 104,167 | ||||
Selling, general and administrative | | 47,088 | | 42,942 | | 47,088 | | 42,942 | ||||
Restructuring, transition and transaction expenses | | 13,974 | | — | | 13,974 | | — | ||||
Total operating expenses | | 749,211 | | 297,587 | | 749,211 | | 297,587 | ||||
Operating income | | 139,344 | | 133,256 | | 139,344 | | 133,256 | ||||
Other income (expense) | | | | | ||||||||
Interest expense | | (31,892) | | (37,460) | | (31,892) | | (37,460) | ||||
Interest expense – related party | | (48,922) | | (51,970) | | (48,922) | | (51,970) | ||||
Earnings from equity-method investment | | 3,263 | | 3,094 | | 3,263 | | 3,094 | ||||
Other income, net | | 564 | | (92) | | 564 | | (92) | ||||
Income before income taxes | | 62,357 | | 46,828 | | 62,357 | | 46,828 | ||||
Provision for income taxes | | (21,168) | | (13,937) | | (21,168) | | (13,937) | ||||
Net income | | 41,189 | | 32,891 | | 41,189 | | 32,891 | ||||
Less net income attributable to non-controlling interests | | 3,035 | | 2,622 | | 3,035 | | 2,622 | ||||
Less net income attributable to non-controlling interests – ENE Onshore | | (2,964) | | (8,484) | | (2,964) | | (8,484) | ||||
Net income attributable to EELP | | $41,118 | | $38,753 | | $41,118 | | $38,753 | ||||
Additional financial data: | | | | | ||||||||
Gross Margin | | $200,406 | | $176,198 | | $200,406 | | $176,198 | ||||
Adjusted Gross Margin | | 305,314 | | 280,366 | | 305,314 | | 280,365 | ||||
Adjusted EBITDA | | 262,053 | | 240,425 | | 262,053 | | 240,425 | ||||
Adjusted EBITDAR | | 291,051 | | 256,197 | | 291,051 | | 256,197 | ||||
Capital expenditures | | 36,091 | | 41,258 | | 36,091 | | 41,258 |
| | As of December 31, | ||||
(In thousands) | | | 2021 | | | 2020 |
Balance Sheets Data: | | | | | ||
Property and equipment, net | | | $1,433,169 | | | $1,501,528 |
Total assets | | | 2,500,736 | | | 2,255,724 |
Long-term debt (includes current portion) | | | 233,415 | | | 262,424 |
Long-term debt (includes current portion) – related party | | | 198,313 | | | 427,193 |
Total liabilities | | | 1,496,810 | | | 1,484,563 |
| | Year Ended December 31, | ||||
(In thousands) | | | 2021 | | | 2020 |
Statements of Cash Flow Data: | | | | | ||
Net cash provided by (used in): | | | | | ||
Operating activities | | | $141,613 | | | $108,964 |
Investing activities | | | (36,091) | | | (41,258) |
Financing activities | | | $(124,097) | | | $(31,438) |
| | Year Ended December 31, | ||||
(In thousands) | | | 2021 | | | 2020 |
FSRU and terminal services revenues | | | $468,030 | | | $430,843 |
Gas sales revenues | | | 420,525 | | | — |
Cost of revenue and vessel operating expenses | | | 192,723 | | | 150,478 |
Direct cost of gas sales | | | 390,518 | | | — |
Depreciation and amortization expense | | | 104,908 | | | 104,167 |
Gross Margin | | | 200,406 | | | 176,198 |
Depreciation and amortization expense | | | 104,908 | | | 104,167 |
Adjusted Gross Margin | | | $305,314 | | | $280,365 |
| | Year Ended December 31, | ||||
(In thousands) | | | 2021 | | | 2020 |
Net income | | | $41,189 | | | $32,891 |
Interest expense | | | 80,814 | | | 89,430 |
Provision for income taxes | | | 21,168 | | | 13,937 |
Depreciation and amortization expense | | | 104,908 | | | 104,167 |
Restructuring, transition and transaction expenses | | | 13,974 | | | — |
Adjusted EBITDA | | | 262,053 | | | 240,425 |
Vessel and infrastructure rent expense | | | 28,998 | | | 15,772 |
Adjusted EBITDAR | | | $291,051 | | | $256,197 |
• | from and after such time as our board is classified, providing that directors can be removed only for cause and only by the affirmative vote of at least 662∕3% of the voting power of the stock outstanding and entitled to vote on the election of directors, voting together as a single class; |
• | from and after the Trigger Date, requiring the approval of the holders of at least 662∕3% of voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, to amend or repeal our bylaws and certain provisions of our certificate of incorporation; |
| | As of December 31, 2021 | ||||
(in thousands, except per share amounts and interest data) | | | Historical EELP | | | Pro Forma Excelerate |
Cash and cash equivalents(1): | | | $72,786 | | | $357,511 |
Debt and finance leases: | | | | | ||
Debt facilities | | | 233,415 | | | 233,415 |
Debt facilities – related party | | | 198,313 | | | 198,313 |
Finance lease liabilities | | | 251,658 | | | 251,658 |
Finance lease liabilities – related party | | | 226,619 | | | — |
New credit facility | | | — | | | — |
Total debt and finance leases: | | | $910,005 | | | $683,386 |
Partners’ / stockholders’ equity: | | | | | ||
Equity interest | | | 1,135,769 | | | — |
Related party note receivable | | | (6,759) | | | (6,759) |
Accumulated other comprehensive loss | | | (9,178) | | | (9,178) |
Retained Earnings | | | — | | | (18,965) |
Non-controlling interest | | | 14,376 | | | 1,150,064 |
Non-controlling interest – ENE Onshore | | | (130,282) | | | (130,282) |
Class A common stock (no shares authorized, issued and outstanding, actual; 300,000,000 shares authorized, 24,377,778 shares issued and outstanding, pro forma) | | | — | | | 24 |
Class B common stock (no shares authorized, issued and outstanding, actual; 150,000,000 shares authorized, 81,497,778 shares issued and outstanding, pro forma) | | | — | | | 81 |
Additional paid-in capital | | | — | | | 500,328 |
Total consolidated partners’ / stockholders’ equity: | | | 1,003,926 | | | 1,485,313 |
Total capitalization: | | | $1,913,931 | | | $2,168,699 |
(1) | ||||||
(in thousands) | | | |
Pro forma tangible assets | | | $2,826,992 |
Pro forma liabilities | | | 1,341,679 |
Pro forma net tangible book value after this offering | | | $ |
Less: | | | |
Proceeds from offering net of underwriting discounts | | | 340,200 |
Offering expenses | | | (9,200) |
Pro forma net tangible book value as of December 31, 2021 | | | $ |
Assumed initial public offering price per share | | | | | $22.50 | |
Pro forma net tangible book value per share as of December 31, 2021 | | | $10.90 | | | |
Increase in pro forma net tangible book value per share attributable to new investors | | | $3.13 | | | |
Pro forma net tangible book value per share after the offering | | | | | $ | |
Dilution in pro forma net tangible book value per share to new investors | | | | | $8.47 |
| | Shares purchased(1) | | Total consideration(2) | | | Average price per share | | | Shares purchased(1) | | Total consideration(2) | | | Average price per share | |||||||||||||||
| | Number | | % | | Number | | % | | | | Number | | % | | Number | | % | | |||||||||||
Existing stockholders | | | % | | (3) | | % | | $ | | 81,497,778 | | 77% | | —(3) | | —% | | $— | |||||||||||
New investors(4) | | | % | | | % | | $ | | 24,377,778 | | 23% | | $548,500,000 | | 100% | | $22.50 | ||||||||||||
Total | | | 100% | | $ | | 100% | | $ | | 105,875,556 | | 100% | | $548,500,000 | | 100% | | $5.18 |
(1) | If the underwriters exercise their option to purchase additional shares in full, our existing stockholders would own approximately |
(2) | If the underwriters exercise their option to purchase additional shares in full, the total consideration paid by our new investors would be approximately |
(3) | Existing stockholder past contributions to EELP not included. |
(4) |
| | | Transaction Adjustments | | | | | | Transaction Adjustments | | | |||||||||||||||||||
| | EELP Historical Consolidated | | Vessel Acquisition Adjustments | | Reorganization Adjustments | | Offering Adjustments | | Excelerate Condensed Consolidated | | | EELP Historical Consolidated | | Vessel Acquisition Adjustments | | Reorganization Adjustments | | Offering Adjustments | | Excelerate Pro Forma Condensed Consolidated | |||||||||
| (in thousands) | | (in thousands) | |||||||||||||||||||||||||||
Assets | | | | | | | | | | | ||||||||||||||||||||
Current assets | | | | | | | | | | | ||||||||||||||||||||
Cash and cash equivalents | | $72,786 | | (2) | | | (9) | | $ | | $72,786 | | $(50,000)(2) | | | $334,725(9) | | $357,511 | ||||||||||||
Current portion of restricted cash | | 2,495 | | | | | | 2,495 | | | | | 2,495 | |||||||||||||||||
Accounts receivable, net | | 260,535 | | | | | | 260,535 | | | | | 260,535 | |||||||||||||||||
Accounts receivable, net – related-party | | 11,140 | | | | | | 11,140 | | | | | 11,140 | |||||||||||||||||
Inventories | | 105,020 | | | | | | 105,020 | | | | | 105,020 | |||||||||||||||||
Current portion of net investments in sales-type leases | | 12,225 | | | | | | 12,225 | | | | | 12,225 | |||||||||||||||||
Other current assets | | 26,194 | | (1) | | | (11) | | | 26,194 | | (1,282)(1) | | | (3,725)(11) | | 21,187 | |||||||||||||
Total current assets | | 490,395 | | | | | | 490,395 | | (51,282) | | | 331,000 | | 770,113 | |||||||||||||||
Restricted cash | | 15,683 | | | | | | 15,683 | | | | | 15,683 | |||||||||||||||||
Property and equipment, net | | 1,433,169 | | (2) | | | | | 1,433,169 | | 20,813(2) | | | | 1,453,982 | |||||||||||||||
Operating lease right-of-use assets | | 106,225 | | | | | | 106,225 | | | | | 106,225 | |||||||||||||||||
Net investments in sales-type leases | | 412,908 | | | | | | 412,908 | | | | | 412,908 | |||||||||||||||||
Investment in equity method investee | | 22,051 | | | | | | 22,051 | | | | | 22,051 | |||||||||||||||||
Deferred tax assets | | — | | (3) | | (7)(10) | | | | — | | 1,122(3) | | 32,140(7)(10) | | | 33,262 | |||||||||||||
Other assets | | 20,305 | | (1) | | | | | 20,305 | | (7,537)(1) | | | | 12,768 | |||||||||||||||
Total assets | | $2,500,736 | | | | | | $2,500,736 | | $(36,884) | | $32,140 | | $331,000 | | $2,826,992 | ||||||||||||||
Liabilities and Stockholders’ Equity | | | | | | | | | | | ||||||||||||||||||||
Current liabilities | | | | | | | | | | | ||||||||||||||||||||
Accounts payable | | $303,651 | | | | | | $303,651 | | $ | | $ | | $ | | $303,651 | ||||||||||||||
Accounts payable to related party | | 7,937 | | | | | | 7,937 | | | | | 7,937 | |||||||||||||||||
Accrued liabilities and other liabilities | | 105,034 | | | | | | 105,034 | | | | | 105,034 | |||||||||||||||||
Deferred revenue | | 9,653 | | (1) | | | | | 9,653 | | (1,282)(1) | | | | 8,371 | |||||||||||||||
Current portion of long-term debt | | 19,046 | | | | | | 19,046 | | | | | 19,046 | |||||||||||||||||
Current portion of long-term debt – related party | | 7,096 | | | | | | 7,096 | | | | | 7,096 | |||||||||||||||||
Current portion of operating lease liabilities | | 30,215 | | | | | | 30,215 | | | | | 30,215 | |||||||||||||||||
Current portion of finance lease liabilities | | 21,903 | | | | | | 21,903 | | | | | 21,903 | |||||||||||||||||
Current portion of finance lease liabilities – related party | | 15,627 | | (4) | | | | | 15,627 | | (15,627)(4) | | | | — | |||||||||||||||
Total current liabilities | | 520,162 | | | | | | 520,162 | | (16,909) | | | | 503,253 | ||||||||||||||||
Derivative liabilities | | 2,999 | | | | | | 2,999 | | | | | 2,999 | |||||||||||||||||
Long-term debt, net | | 214,369 | | | | | | 214,369 | | | | | 214,369 | |||||||||||||||||
Long-term debt, net – related party | | 191,217 | | | | | | 191,217 | | | | | 191,217 | |||||||||||||||||
Operating lease liabilities | | 77,936 | | | | | | 77,936 | | | | | 77,936 | |||||||||||||||||
Finance lease liabilities | | 229,755 | | | | | | 229,755 | | | | | 229,755 | |||||||||||||||||
Finance lease liabilities – related party | | 210,992 | | (4) | | | | | 210,992 | | (210,992)(4) | | | | — | |||||||||||||||
TRA liability | | — | | (3) | | (7)(10) | | | | — | | 21,482(3) | | 51,288(7)(10) | | | 72,770 | |||||||||||||
Asset retirement obligations | | 34,929 | | | | | | 34,929 | | | | | 34,929 | |||||||||||||||||
Other long-term liabilities | | 14,451 | | | | | | 14,451 | | | | | 14,451 | |||||||||||||||||
Total liabilities | | 1,496,810 | | | | | | 1,496,810 | | (206,419) | | 51,288 | | | 1,341,679 | |||||||||||||||
Partners’ / stockholders’ equity | | | | | | | | | | | ||||||||||||||||||||
Class A common stock, $0.001 par value | | — | | (5) | | | (9) | | | — | | 8(5) | | | 16(9) | | 24 | |||||||||||||
Class B common stock, $0.001 par value | | — | | | (7)(8) | | | | — | | | 81(7)(8) | | | 81 | |||||||||||||||
| | | | | | | | | | |||||||||||||||||||||
Additional paid in capital | | — | | (3)(5)(6) | | (6)(7) | | (9)(11) | | | — | | 188,492(3)(5)(6) | | (19,148)(6)(7) | | 330,984(6)(9)(11) | | 500,328 | |||||||||||
Equity interest | | 1,135,769 | | | (8) | | | | 1,135,769 | | | (1,135,769)(8) | | | — | |||||||||||||||
Related party note receivable | | (6,759) | | | | | | (6,759) | | | | | (6,759) | |||||||||||||||||
Accumulated other comprehensive loss | | (9,178) | | | | | | (9,178) | | | | | (9,178) | |||||||||||||||||
Retained Earnings | | | (2) | | | | | | (18,965)(2) | | | | (18,965) | |||||||||||||||||
Non-controlling interest | | 14,376 | | | (8) | | | | 14,376 | | | 1,135,688(8) | | | 1,150,064 | |||||||||||||||
| | | | | | | | | | |||||||||||||||||||||
Non-controlling interest – ENE Onshore | | (130,282) | | | | | | (130,282) | | | | | (130,282) | |||||||||||||||||
Total equity | | 1,003,926 | | | | | | 1,003,926 | | 169,535 | | (19,148) | | 331,000 | | 1,485,313 | ||||||||||||||
Total liabilities and equity | | $2,500,736 | | | | | | $2,500,736 | | $(36,884) | | $32,140 | | $331,000 | | $2,826,992 |
| | | Transaction Adjustments | | | | | | Transaction Adjustments | | | |||||||||||||||||||
| | EELP Historical Consolidated | | Vessel Acquisition Adjustments | | Reorganization Adjustments | | Offering Adjustments | | Excelerate Condensed Consolidated | | | EELP Historical Consolidated | | Vessel Acquisition Adjustments | | Reorganization Adjustments | | Offering Adjustments | | Excelerate Pro Forma Condensed Consolidated | |||||||||
| (in thousands) | | (in thousands) | |||||||||||||||||||||||||||
Revenues | | | | | | | | | | | ||||||||||||||||||||
FSRU and terminal services | ��� | | $468,030 | | | | | | $468,030 | | $ | | $ | | $ | | $468,030 | |||||||||||||
Gas Sales | | | 420,525 | | | | | | | 420,525 | | | | | 420,525 | |||||||||||||||
Total revenues | | 888,555 | | | | | | 888,555 | | | | | 888,555 | |||||||||||||||||
Operating expenses | | | | | | | | | | | ||||||||||||||||||||
Cost of revenue and vessel operating expense | | 192,723 | | (1) | | | | | 192,723 | | 3,954(1) | | | | 196,677 | |||||||||||||||
Direct cost of gas sales | | 390,518 | | | | | | 390,518 | | | | | 390,518 | |||||||||||||||||
Depreciation and amortization | | 104,908 | | (2) | | | | | 104,908 | | 994(2) | | | | 105,902 | |||||||||||||||
Selling, general, and administrative expenses | | 47,088 | | | | | | 47,088 | | | | | 47,088 | |||||||||||||||||
Restructuring, transition and transaction expenses | | | 13,974 | | | | | | | 13,974 | | | | | 13,974 | |||||||||||||||
Total operating expenses | | 749,211 | | | | | | 749,211 | | 4,948 | | | | 754,159 | ||||||||||||||||
Operating income | | 139,344 | | | | | | 139,344 | | (4,948) | | | | 134,396 | ||||||||||||||||
Other income (expense) | | | | | | | | | | | ||||||||||||||||||||
Interest expense, net | | (31,892) | | | | | | (31,892) | | | | | (31,892) | |||||||||||||||||
Interest expense – related party | | (48,922) | | (3) | | | | | (48,922) | | 29,080(3) | | | | (19,842) | |||||||||||||||
Earnings from equity-method investment | | 3,263 | | | | | | 3,263 | | | | | 3,263 | |||||||||||||||||
Early extinguishment of lease liability on vessel acquisition | | — | | (18,965)(6) | | | | (18,965) | ||||||||||||||||||||||
Other income, net | | | 564 | | | | | | | 564 | | | | | 564 | |||||||||||||||
Income before income taxes | | 62,357 | | | | | | 62,357 | | 5,167 | | | | 67,524 | ||||||||||||||||
Provision for income taxes | | | (21,168) | | (4) | | (4) | | | | | (21,168) | | (1,242)(4) | | 3,929(4) | | | (18,481) | |||||||||||
Net income | | 41,189 | | | | | | 41,189 | | 3,925 | | 3,929 | | | 49,043 | |||||||||||||||
Less net income attributable to non-controlling interest | | 3,035 | | (5) | | (5) | | | | 3,035 | | 3,977(5) | | 37,606(5) | | | 44,618 | |||||||||||||
Less net income attributable to non-controlling interest – ENE Onshore | | | (2,964) | | | | | | | (2,964) | | | | | (2,964) | |||||||||||||||
Net income attributable to partners | | | $41,118 | | | | | | | $41,118 | | $(52) | | $(33,677) | | $ | | $7,389 | ||||||||||||
Pro forma earnings per share (basic and diluted) | | | | | (7) | | $ | | | | | | $0.30(7) | |||||||||||||||||
Pro forma weighted-average shares outstanding (basic and diluted) | | | | | (7) | | | | | | | 24,377,778(7) |
(1) | This reflects the netting down of deferred revenue with lease prepayments along with the removal of prepaid drydocking costs between the Foundation and EELP as it relates to the Foundation Vessels. Upon acquisition of these vessels, any remaining deferred revenue will be |
(2) | Reflects the net impact to property and equipment, net for the acquisition of the Excelsior vessel. This includes the removal of the historical right-of-use asset and related accumulated amortization and recognizes the new basis of |
(3) | As described in greater detail under “Organizational Structure” and “Certain Relationships and Related Person Transactions—Proposed Transactions with Excelerate—Tax Receivable Agreement,” in connection with the |
(4) | In relation to the acquisition of the Foundation Vessels, which are expected to be completed in connection with this offering, these adjustments reflect the removal of the related current and non-current finance lease liabilities as reported in the historical consolidated financial statements of EELP. |
(5) | Reflects the issuance of |
(6) | The computation of pro forma additional paid-in capital is set forth below: |
($ in thousands) | | | Vessel Acquisition Adjustments | | | Reorganization Adjustments | | | Offering Adjustments |
Proceeds from offering net of underwriting discounts and offering expenses | | | $ | | | $ | | | $334,709 |
Transaction costs incurred prior to this offering deferred as prepaid expenses and other current assets | | | | | | | (3,725) | ||
Purchase of Foundation Vessels | | | 188,492 | | | | | ||
Deferred tax impact of becoming a taxable Corporation | | | | | 32,140 | | | ||
Tax Receivable Agreement | | | | | (51,288) | | | ||
Additional paid-in capital | | | $188,492 | | | $(19,148) | | | $330,984 |
(7) | The Tax Receivable Agreement will provide for the payment by Excelerate to EE Holdings of 85% of the amount of the net cash tax savings, if any, that Excelerate realizes, or under certain circumstances is deemed to realize, 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 that exist as of the time of this offering 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 Tax Receivable Agreement, including tax benefits attributable to payments that Excelerate makes under the Tax Receivable Agreement. |
(8) | Upon completion of the Transactions, we will become (or wholly own) the general partner of EELP. Although initially we will have a minority economic interest in EELP, we will have the majority voting interest in, and control of the management of, EELP. As a result, we will consolidate the financial results of EELP and will report non-controlling interests related to the interests in EELP held by the other partners of EELP on our consolidated balance sheet. Immediately following the Transactions, the economic interests held by the non-controlling interests will be approximately |
(9) | Reflects the net effect on cash of the receipt of offering proceeds to us of |
(10) | Due to the uncertainty in the amount and timing of future exchanges of EELP Class B interests into shares of our Class A common stock by the other partners of EELP, and the uncertainty of when those exchanges will ultimately result in tax savings, the unaudited pro forma condensed consolidated financial information assumes that no exchanges of EELP interests have occurred and therefore no increases in tax basis in Excelerate’s assets or other tax benefits that may be realized thereunder have been assumed in the unaudited pro forma condensed consolidated financial information. However, if the other partners of EELP were to exchange all of their EELP Class B interests, we would recognize a total deferred tax asset of approximately $549.2 million and a related liability for payments under the Tax Receivable Agreement of approximately $404.2 million, assuming (i) that the other partners of EELP redeemed or exchanged all of their EELP interests immediately after the completion of this offering at an assumed initial public offering price of $22.50 per share of Class A common stock (the midpoint of the price range set forth on the cover of this prospectus), (ii) no material changes in relevant tax law, (iii) a constant combined effective income tax rate of 21% and (iv) that we have sufficient taxable income in each year to realize on a current basis the increased depreciation, amortization and other tax benefits that are the subject of the Tax Receivable Agreement. These amounts are estimates and have been prepared for informational purposes only. The actual amount of deferred tax assets and related liabilities that we will recognize will differ based on, among other things, the timing of the exchanges, the price of shares of our Class A common stock at the time of the exchange and the tax rates then in effect. |
(11) | Reflects deferred costs associated with this offering, including certain legal, accounting and other related costs, which have been recorded in prepaid expenses and other current assets on the consolidated balance sheet. Upon completion of this offering, these deferred costs will be charged against the proceeds from this offering with a corresponding reduction to additional paid-in capital. |
(1) | This amount reflects the incremental operating costs associated with owning the Foundation Vessels during the year ended December 31, 2021, as if the vessels had been acquired on January 1, 2021. These incremental operating costs reflect the historical difference between actual expenses incurred by the Foundation in operating the Foundation Vessels and the fixed fee that EELP paid to the Foundation for this period for operating the Foundation Vessels. |
(2) | Reflects the net impact to depreciation expense as it relates to the acquisition of Excelsior. The unaudited pro forma condensed consolidated statement of income gives effect to the acquisition of Excelsior as if it had occurred as of January 1, 2021. The amortization expense previously recorded for Excelsior for the year ended December 31, 2021 was approximately |
(3) | Reflects the removal of the interest expense incurred during the year ended December 31, 2021 related to the Foundation Vessels which were historically accounted for as finance leases. The unaudited pro forma condensed consolidated statement of income gives effect to the acquisition of Excelsior as if it had occurred as of January 1, 2021 and therefore no interest expense would have been incurred during this period in relation to these assets. |
(4) | Following the Transactions, we will be subject to U.S. federal income taxes, in addition to state and local taxes, with respect to our allocable share of any net taxable income of EELP. As a result, the unaudited pro forma condensed consolidated statements of income reflect net adjustments to our provision for income tax |
(5) | Following the Transactions, we will become (or our wholly owned subsidiary will become) the general partner of EELP. We will own |
(6) | This amount reflects the difference between the consideration given to acquire the Excellence vessel and the historical finance lease liability recorded for that vessel. The finance lease liability as of December 31, 2021 for the Excellence was approximately |
(7) | Pro forma basic and diluted earnings per share is computed by dividing the net income attributable to holders of Class A common stock by the weighted-average shares of Class A common stock outstanding during the period. |
| | Year Ended December 31, 2021 | |
Numerator | | | |
Pro forma net income | | | $49,043 |
Less: Pro forma net income attributable to non-controlling interests | | | 41,654 |
Pro forma net income attributable to Excelerate | | | $7,389 |
Denominator | | | |
Pro forma weighted-average shares of Class A common stock outstanding—basic and diluted | | | 24,377,778 |
Pro forma earnings per share of Class A common stock—basic and diluted | | | $ |
0.30 |
| | Year Ended December 31, | | |||||||
| | 2021 | | | 2020 | | ||||
| | (in thousands) | ||||||||
FSRU and terminal services revenues | | | $468,030 | | | $ 430,843 | | |||
Gas sales revenues | | | 420,525 | | | — | | |||
Cost of revenue and vessel operating expenses | | | 192,723 | | | 150,478 | | |||
Direct cost of gas sales | | | 390,518 | | | — | | |||
Depreciation and amortization expense | | | 104,908 | | | 104,167 | | |||
Gross Margin | | | 200,406 | | | 176,198 | | |||
Depreciation and amortization expense | | | 104,908 | | | 104,167 | | |||
Adjusted Gross Margin | | | $305,314 | | | $280,365 | |
| | Year Ended December 31, | | |||||||
| | 2021 | | | 2020 | | ||||
| | (in thousands) | ||||||||
Net income | | | $41,189 | | | $32,891 | | |||
Interest expense | | | 80,814 | | | 89,430 | | |||
Provision for income taxes | | | 21,168 | | | 13,937 | | |||
Depreciation and amortization expense | | | 104,908 | | | 104,167 | | |||
Restructuring, transition and transaction expenses | | | 13,974 | | | — | | |||
Adjusted EBITDA | | | 262,053 | | | 240,425 | | |||
Vessel and infrastructure rent expense | | | 28,998 | | | 15,772 | | |||
Adjusted EBITDAR | | | $291,051 | | | $256,197 | |
| | Year ended December 31, | | | Change | |||||||
| | 2021 | | | 2020 | | ||||||
| | (in thousands) | | | ||||||||
Revenues | | | | | | | | | ||||
FSRU and terminal services | | | $ 468,030 | | | $ 430,843 | | | $37,187 | | | 9% |
Gas sales | | | 420,525 | | | — | | | 420,525 | | | |
Total revenues | | | 888,555 | | | 430,843 | | | 457,712 | | | 106% |
Operating expenses | | | | | | | | | ||||
Cost of revenue and vessel operating expenses | | | 192,723 | | | 150,478 | | | 42,245 | | | 28% |
Direct cost of gas sales | | | 390,518 | | | — | | | 390,518 | | | |
Depreciation and amortization | | | 104,908 | | | 104,167 | | | 741 | | | 1% |
Selling, general and administrative | | | 47,088 | | | 42,942 | | | 4,146 | | | 10% |
Restructuring, transition and transaction expenses | | | 13,974 | | | — | | | 13,974 | | | |
Total operating expenses | | | 749,211 | | | 297,587 | | | 451,624 | | | 152% |
Operating income | | | 139,344 | | | 133,256 | | | 6,088 | | | 5% |
Other income (expense) | | | | | | | | | ||||
Interest expense | | | (31,892) | | | (37,460) | | | 5,568 | | | (15%) |
Interest expense – related party | | | (48,922) | | | (51,970) | | | 3,048 | | | (6%) |
Earnings from equity-method investment | | | 3,263 | | | 3,094 | | | 169 | | | 5% |
Other income, net | | | 564 | | | (92) | | | 656 | | | (713%) |
Income before income taxes | | | 62,357 | | | 46,828 | | | 15,529 | | | 33% |
Provision for income taxes | | | (21,168) | | | (13,937) | | | (7,231) | | | 52% |
Net income | | | 41,189 | | | 32,891 | | | 8,298 | | | 25% |
Less net income attributable to non-controlling interests | | | 3,035 | | | 2,622 | | | 413 | | | 16% |
Less net income attributable to non-controlling interests – ENE Onshore | | | (2,964) | | | (8,484) | | | 5,520 | | | (65%) |
Net income attributable to EELP | | | $41,118 | | | $38,753 | | | $2,365 | | | 6% |
Additional financial data: | | | | | | | | | ||||
Gross Margin | | | $200,406 | | | $176,198 | | | $24,208 | | | 14% |
Adjusted Gross Margin | | | 305,314 | | | 280,365 | | | 24,949 | | | 9% |
Adjusted EBITDA | | | 262,053 | | | 240,425 | | | 21,628 | | | 9% |
Adjusted EBITDAR | | | 291,051 | | | 256,197 | | | 34,854 | | | 14% |
Capital expenditures | | | 36,091 | | | 41,258 | | | (5,167) | | | (13%) |
| | Year Ended December 31, | | | |||||
| | 2021 | | | 2020 | | | Change | |
| | ||||||||
Net cash provided by (used in): | | | | | | | |||
Operating activities | | | $141,613 | | | $108,964 | | | $32,649 |
Investing activities | | | (36,091) | | | (41,258) | | | 5,167 |
Financing activities | | | (124,097) | | | (31,438) | | | (92,659) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | | | ($18,575) | | | $ 36,268 | | | ($54,843) |
1. | Peak send-out capacity dependent on local conditions, including operating pressure and seawater temperature. |
2. | Represents the number of ports where each vessel has provided regasification services throughout its lifetime. |
Name | | | Age | | | Position |
Steven M. Kobos | | | 57 | | | President, Chief Executive Officer and Director |
Dana A. Armstrong | | | 50 | | | Executive Vice President and Chief Financial Officer |
Calvin (Cal) A. Bancroft | | | 70 | | | Executive Vice President and Chief Operating Officer |
Daniel H. Bustos | | | 50 | | | Executive Vice President and Chief Commercial Officer |
Alisa Newman Hood | | | 47 | | | Executive Vice President, General Counsel and Secretary |
Amy Thompson Broussard | | | 45 | | | Executive Vice President and Chief Human Resources Officer |
Michael A. Bent | | | 55 | | | Vice President, Controller and Chief Accounting Officer |
Carolyn J. Burke | | | 54 | | | Director Nominee |
Paul T. Hanrahan | | | 64 | | | Director Nominee |
Henry G. Kleemeier | | | 77 | | | Director Nominee |
Don P. Millican | | | 69 | | | Director Nominee and Chairperson |
Robert A. Waldo | | | 46 | | | Director Nominee |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($)(1)(2) | | | Non-Equity Incentive Plan Compensation ($)(3) | | | All Other Compensation ($)(4) | | | Total ($) |
Steven A. Kobos | | | 2021 | | | 900,000 | | | — | | | 463,500 | | | 71,687 | | | 1,435,187 |
President and Chief Executive Officer | | | 2020 | | | 900,000 | | | — | | | 400,000 | | | 82,026 | | | 1,382,026 |
Daniel H. Bustos | | | 2021 | | | 656,200 | | | 180,000 | | | 153,400 | | | 14,354 | | | 1,003,954 |
Chief Commercial Officer | | | 2020 | | | 656,258 | | | 110,000 | | | 217,000 | | | 11,850 | | | 995,108 |
Alisa Newman Hood | | | 2021 | | | 437,500 | | | 300,000 | | | 310,500 | | | 494 | | | 1,048,494 |
General Counsel | | | | | | | | | | | | |
(1) | Mr. Bustos was granted a retention bonus in an aggregate amount of $320,000 in March 2020, $80,000 of which was paid to Mr. Bustos in March of 2020, $80,000 was paid in March of 2021 and the remainder of which will become payable in two equal annual installments subject to Mr. Bustos continued employment through each applicable payment date. In addition, for each of 2021 and 2020, Mr. Bustos received a discretionary bonus of $100,000 and $30,000 in addition to the annual bonus earned under the Company’s Short Term Incentive Plan. |
(2) | Ms. Newman Hood received a guaranteed bonus in March of 2021 in connection with her commencement of employment in accordance with the terms of her offer letter. |
(3) | Amounts in this column reflect annual bonus amounts earned under our Short Term Incentive Compensation Plan for the applicable year. |
(4) | Amounts in this column for 2021 represent for Mr. Kobos, life and AD&D premiums paid on his behalf ($1,290), a tax gross-up ($64) provided with respect to a work-from-home COVID stipend that was provided to all employees, matching contributions made to the executive’s account under our 401(k) plan ($11,600) and certain housing expenses paid for by us ($58,733); for Mr. Bustos, life and AD&D premiums paid on his behalf ($690), a tax gross-up ($64) provided with respect to a work-from-home COVID stipend that was provided to all employees, matching contributions made to the executive’s account under our 401(k) plan ($11,600) as well as certain gym membership fees, and for Ms. Newman Hood, life AD&D premiums paid on her behalf ($415) and a tax gross-up ($79) provided with respect to a work-from-home COVID stipend that was provided to all employees. |
| | Before the Offering | | | After the Offering if Underwriters’ Option is Not Exercised | |||||||||||||
Name and Address of Beneficial Owner | | | Class A Common Stock Number | | | Class B Common Stock Number | | | Total Voting Power % | | | Class A Common Stock Number | | | Class B Common Stock Number | | | Total Voting Power % |
Named Executive Officers, Directors and Director Nominees: | | | | | | | | | | | | | ||||||
Steven M. Kobos | | | — | | | — | | | — | | | — | | | — | | | — |
Daniel H. Bustos | | | — | | | — | | | — | | | — | | | — | | | — |
Alisa Newman Hood | | | — | | | — | | | — | | | — | | | — | | | — |
Henry G. Kleemeier | | | — | | | — | | | — | | | — | | | — | | | — |
Carolyn J. Burke | | | — | | | — | | | — | | | — | | | — | | | — |
Paul T. Hanrahan | | | — | | | — | | | — | | | — | | | — | | | — |
Don P. Millican | | | — | | | — | | | — | | | — | | | — | | | — |
Robert A. Waldo | | | — | | | — | | | — | | | — | | | — | | | — |
All executive officers and directors as a group (12 persons) | | | — | | | — | | | — | | | — | | | — | | | — |
5% and Greater Stocholders: | | | | | | | | | | | | | ||||||
Excelerate Energy Holdings, LLC(1) | | | — | | | 81,497,778 | | | 100 | | | — | | | 81,497,778 | | | 77.0 |
Maya Maritime LLC(2) | | | — | | | — | | | — | | | 8,377,778 | | | — | | | 7.9 |
(1) | Represents shares of our Class B common stock held by EE Holdings. EE Holdings is owned 49.5% by Excelerate Holdings, LLC, an Oklahoma limited liability company (“Excelerate Holdings”), and 50.5% by George B. Kaiser. Excelerate Holdings is majority owned by Mr. Kaiser. Mr. Kaiser may be deemed to beneficially own the shares held by EE Holdings. Mr. Kaiser disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The principal business address of EE Holdings is 6733 South Yale Ave., Tulsa, Oklahoma 74136. |
(2) | Represents shares of our Class A common stock held by Maya Maritime LLC, a wholly owned subsidiary of the Foundation. Mr. Frederic Dorwart, Mr. Phil Frohlich and Mr. Phil Lakin, Jr. are trustees of the Foundation (the “Trustees”) and by virtue of such position may be deemed to (a) share voting and investment control over and (b) may be deemed to have a beneficial ownership in the shares held by the Foundation. Each of the Trustees disclaims beneficial ownership of the reported securities. The principal business address of the Foundation is 7030 South Yale Ave, Suite 600, Tulsa, Oklahoma 74136. Each $1.00 increase or decrease in the assumed initial public offering price of |
Underwriters | | | Number of Shares |
Barclays Capital Inc. | | | |
J.P. Morgan Securities LLC | | | |
Morgan Stanley & Co. LLC | | | |
Wells Fargo Securities, LLC | | | |
SMBC Nikko Securities America, Inc. | | | |
Raymond James & Associates, Inc. | | | |
Stephens Inc. | | | |
Tudor, Pickering, Holt & Co. Securities, LLC | | | |
BOK Financial Securities, Inc. | | | |
Total | | | 16,000,000 |
| | |||||
| | No Exercise | | | Full Exercise | |
Per Share | | | $ | | | $ |
Total | | | $ | | | $ |
| | Page(s) | |
Audited Balance Sheet of Excelerate Energy, Inc. | | | |
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Audited Consolidated Financial Statements of Excelerate Energy Limited Partnership | | | |
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Consolidated Financial Statements: | | | |
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1. | Organization and Nature of the Business |
2. | Summary of Significant Accounting Policies |
3. | Subsequent Events |
| | As of December 31, | ||||
| | 2021 | | | 2020 | |
| | (in thousands) | ||||
ASSETS | | | | | ||
Current assets | | | | | ||
Cash and cash equivalents | | | $72,786 | | | $90,240 |
Current portion of restricted cash | | | 2,495 | | | 2,456 |
Accounts receivable, net | | | 260,535 | | | 18,524 |
Accounts receivable, net - related-party | | | 11,140 | | | 5,977 |
Inventories | | | 105,020 | | | 22,354 |
Current portion of net investments in sales-type leases | | | 12,225 | | | 10,229 |
Other current assets | | | 26,194 | | | 17,993 |
Total current assets | | | 490,395 | | | 167,773 |
Restricted cash | | | 15,683 | | | 16,843 |
Property and equipment, net | | | 1,433,169 | | | 1,501,528 |
Operating lease right-of-use assets | | | 106,225 | | | 114,617 |
Net investments in sales-type leases | | | 412,908 | | | 425,133 |
Investment in equity method investee | | | 22,051 | | | 16,330 |
Other assets | | | 20,305 | | | 13,500 |
Total assets | | | $2,500,736 | | | $2,255,724 |
LIABILITIES AND EQUITY | | | | | ||
Current liabilities | | | | | ||
Accounts payable | | | $303,651 | | | $4,768 |
Accounts payable to related party | | | 7,937 | | | 2,349 |
Accrued liabilities and other liabilities | | | 105,034 | | | 65,249 |
Deferred revenue | | | 9,653 | | | 11,982 |
Current portion of long-term debt | | | 19,046 | | | 26,776 |
Current portion of long-term debt - related party | | | 7,096 | | | 7,153 |
Current portion of operating lease liabilities | | | 30,215 | | | 22,021 |
Current portion of finance lease liabilities | | | 21,903 | | | 36,269 |
Current portion of finance lease liabilities - related party | | | 15,627 | | | 15,608 |
Total current liabilities | | | 520,162 | | | 192,175 |
Derivative liabilities | | | 2,999 | | | 5,880 |
Long-term debt, net | | | 214,369 | | | 235,648 |
Long-term debt, net - related party | | | 191,217 | | | 420,040 |
Operating lease liabilities | | | 77,936 | | | 93,462 |
Finance lease liabilities | | | 229,755 | | | 255,609 |
Finance lease liabilities - related party | | | 210,992 | | | 227,609 |
Asset retirement obligations | | | 34,929 | | | 33,499 |
Other long-term liabilities | | | 14,451 | | | 20,641 |
Total liabilities | | | 1,496,810 | | | 1,484,563 |
Commitments and contingencies (Note 19) | | | | | ||
Equity interest | | | 1,135,769 | | | 902,099 |
Related party note receivable | | | (6,759) | | | — |
Accumulated other comprehensive loss | | | (9,178) | | | (14,961) |
Non-controlling interest | | | 14,376 | | | 11,341 |
Non-controlling interest – ENE Onshore | | | (130,282) | | | (127,318) |
Total equity | | | 1,003,926 | | | 771,161 |
Total liabilities and equity | | | $2,500,736 | | | $2,255,724 |
| | For the years ended December 31, | ||||
| | 2021 | | | 2020 | |
| | (in thousands) | ||||
Revenues | | | | | ||
FSRU and terminal services | | | $468,030 | | | $ 430,843 |
Gas sales | | | 420,525 | | | — |
Total revenues | | | 888,555 | | | 430,843 |
Operating expenses | | | | | ||
Cost of revenue and vessel operating expenses | | | 192,723 | | | 150,478 |
Direct cost of gas sales | | | 390,518 | | | — |
Depreciation and amortization | | | 104,908 | | | 104,167 |
Selling, general and administrative expenses | | | 47,088 | | | 42,942 |
Restructuring, transition and transaction expenses | | | 13,974 | | | — |
Total operating expenses | | | 749,211 | | | 297,587 |
Operating income | | | 139,344 | | | 133,256 |
Other income (expense) | | | | | ||
Interest expense | | | (31,892) | | | (37,460) |
Interest expense- related party | | | (48,922) | | | (51,970) |
Earnings from equity method investment | | | 3,263 | | | 3,094 |
Other income (expense), net | | | 564 | | | (92) |
Income before income taxes | | | 62,357 | | | 46,828 |
Provision for income taxes | | | (21,168) | | | (13,937) |
Net income | | | 41,189 | | | 32,891 |
Less net income attributable to non-controlling interest | | | 3,035 | | | 2,622 |
Less net loss attributable to non-controlling interest – ENE Onshore | | | (2,964) | | | (8,484) |
Net income attributable to partners | | | $41,118 | | | $38,753 |
| | For the years ended December 31, | ||||
| | 2021 | | | 2020 | |
| | (in thousands) | ||||
Net income | | | $41,189 | | | $32,891 |
Other comprehensive income (loss) | | | | | ||
Share of comprehensive income (loss) of equity method investee | | | 2,458 | | | (2,247) |
Change in unrealized gains (losses) on cash flow hedges | | | 3,325 | | | (3,186) |
Comprehensive income | | | 46,972 | | | 27,458 |
Less comprehensive income attributable to non-controlling interest | | | 3,035 | | | 2,622 |
Less comprehensive loss attributable to non-controlling interest – ENE Onshore | | | (2,964) | | | (8,484) |
Comprehensive income attributable to partners | | | $46,901 | | | $33,320 |
| | Equity interest | | | Related party note receivable | | | Accumulated other comprehensive loss | | | Non- controlling interest | | | Non- controlling interest- ENE Onshore | | | Total equity | |
| | (in thousands) | | |||||||||||||||
Balance at December 31, 2019 | | | $863,750 | | | — | | | $(9,528) | | | $9,905 | | | $(118,834) | | | $745,293 |
Net income (loss) | | | 38,753 | | | — | | | — | | | 2,622 | | | (8,484) | | | 32,891 |
Other comprehensive loss | | | — | | | — | | | (5,433) | | | — | | | — | | | (5,433) |
Contribution | | | 6,000 | | | — | | | — | | | — | | | — | | | 6,000 |
Distributions | | | (6,404) | | | — | | | — | | | (1,186) | | | — | | | (7,590) |
Balance at December 31, 2020 | | | $902,099 | | | — | | | $(14,961) | | | $11,341 | | | $(127,318) | | | $771,161 |
Net income (loss) | | | 41,118 | | | — | | | — | | | 3,035 | | | (2,964) | | | 41,189 |
Related party note receivable | | | — | | | (6,759) | | | — | | | — | | | — | | | (6,759) |
Other comprehensive income | | | — | | | — | | | 5,783 | | | — | | | — | | | 5,783 |
Contributions | | | 192,552 | | | — | | | — | | | — | | | — | | | 192,552 |
Balance at December 31, 2021 | | | $1,135,769 | | | $(6,759) | | | $(9,178) | | | $14,376 | | | $(130,282) | | | $1,003,926 |
| | For the years ended December 31, | ||||
| | 2021 | | | 2020 | |
| | (in thousands) | ||||
Cash flows from operating activities | | | | | ||
Net income | | | $41,189 | | | $32,891 |
Adjustments to reconcile net income to net cash from operating activities: | | | | | ||
Depreciation and amortization | | | 104,908 | | | 104,167 |
Amortization of operating lease right-of-use assets | | | 23,496 | | | 12,381 |
Accretion expense | | | 1,430 | | | 1,370 |
Amortization of debt issuance costs | | | 1,394 | | | 1,827 |
Share of net earnings in equity method investee | | | (3,263) | | | (3,094) |
Changes in operating assets and liabilities: | | | | | ||
Accounts receivable | | | (247,174) | | | (2,453) |
Inventories | | | (82,667) | | | (17,114) |
Other current assets and other assets | | | (18,758) | | | (18,871) |
Accounts payable and accrued liabilities | | | 341,339 | | | 7,318 |
Derivative liabilities | | | 445 | | | (602) |
Deferred revenue - current | | | (2,329) | | | 2,050 |
Net investments in sales-type leases | | | 10,229 | | | 8,777 |
Operating lease assets and liabilities | | | (22,436) | | | (11,912) |
Other long-term liabilities | | | (6,190) | | | (7,771) |
Net cash provided by operating activities | | | $141,613 | | | $108,964 |
| | | | |||
Cash flows from investing activities | | | | | ||
Purchases of property and equipment | | | $(36,091) | | | $(41,258) |
Net cash used in investing activities | | | $(36,091) | | | $(41,258) |
| | | | |||
Cash flows from financing activities | | | | | ||
Proceeds from long-term debt - related party | | | $118,309 | | | $62,750 |
Repayments of long-term debt - related party | | | (82,153) | | | (16,280) |
Repayments of long-term debt | | | (29,214) | | | (27,617) |
Related party note receivables | | | (200,500) | | | — |
Collections of related party note receivables | | | 122,338 | | | — |
Payment of debt issuance costs | | | (1,188) | | | — |
Principal payments under finance lease liabilities | | | (36,262) | | | (34,143) |
Principal payments under finance lease liabilities - related party | | | (15,427) | | | (14,558) |
Contribution | | | — | | | 6,000 |
Distributions | | | — | | | (7,590) |
Net cash used in financing activities | | | $(124,097) | | | $(31,438) |
Net increase (decrease) in cash, cash equivalents and restricted cash | | | $(18,575) | | | $36,268 |
Cash, cash equivalents and restricted cash | | | | | ||
Beginning of year | | | $109,539 | | | $73,271 |
End of year | | | $90,964 | | | $109,539 |
General business information |
2. | Summary of significant accounting policies |
Vessels | | | 30 years |
Vessel related equipment | | | 5-30 years |
Buoy and pipeline | | | 20 years |
Finance lease right-of-use assets | | | Lesser of useful life or lease team |
Other equipment | | | 3-7 years |
3. | Fair value of financial instruments |
| | | | As of December 31, | |||||
| | | | 2021 | | | 2020 | ||
Financial liabilities | | | | | | | |||
Derivative financial instruments | | | Level 2 | | | $4,400 | | | $7,506 |
4. | Accounts receivable, net |
| | 2021 | | | 2020 | |
Trade receivables | | | $245,000 | | | $ 14,242 |
Accrued revenue | | | 16,414 | | | 5,161 |
Allowance for doubtful accounts | | | (879) | | | (879) |
Accounts receivable, net | | | $260,535 | | | $18,524 |
5. | Derivative financial instruments |
| | December 31, 2021 | |
Interest rate swap(1) | | | $70,319 |
(1) | Number of open positions and gross notional values do not measure the Company’s risk of loss, quantify risk or represent assets or liabilities of the Company, but rather indicate the relative size of the derivative instruments and are used in the calculation of the amounts to be exchanged between counterparties upon settlements. |
| | As of December 31, | ||||
| | 2021 | | | 2020 | |
Current liabilities | | | | | ||
Interest rate swaps - cash flow hedges | | | $1,401 | | | $1,626 |
Noncurrent liabilities | | | | | ||
Interest rate swaps - cash flow hedges | | | 2,999 | | | 5,880 |
Derivative liabilities | | | $4,400 | | | $7,506 |
Derivatives Designated in Cash Flow Hedging Relationship | | | Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives | | | Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | | | Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | ||||||
| | 2021 | | | 2020 | | | | | 2021 | | | 2020 | ||
Interest Rate Swaps | | | $2,209 | | | $ (4,837) | | | Interest expense | | | $(1,116) | | | ($ 1,651) |
6. | Inventories |
| | As of December 31, | ||||
| | 2021 | | | 2020 | |
LNG | | | $101,594 | | | $ 17,883 |
Bunker fuel | | | 3,426 | | | 4,471 |
Inventories | | | $105,020 | | | $22,354 |
7. | Other current assets |
| | As of December 31, | ||||
| | 2021 | | | 2020 | |
Prepaid expenses | | | $10,259 | | | $5,557 |
Prepaid expenses - related party | | | 5,917 | | | 6,877 |
Tax receivables | | | 9,186 | | | 4,230 |
Other receivables | | | 832 | | | 1,329 |
Other current assets | | | $26,194 | | | $17,993 |
8. | Property and equipment |
| | As of December 31, | ||||
| | 2021 | | | 2020 | |
Vessels | | | $1,705,719 | | | $1,683,989 |
Vessel related equipment | | | 391,985 | | | 424,485 |
Buoy and pipeline | | | 11,553 | | | 11,806 |
Finance lease right-of-use assets | | | 219,435 | | | 383,892 |
Other equipment | | | 16,068 | | | 24,462 |
Assets in progress | | | 21,023 | | | 21,936 |
Less accumulated depreciation | | | (932,614) | | | (1,049,042) |
Property and equipment, net | | | $1,433,169 | | | $1,501,528 |
9. | Accrued liabilities |
| | As of December 31, | ||||
| | 2021 | | | 2020 | |
Accrued vessel and cargo expenses | | | $48,053 | | | $ 30,771 |
Payroll and related liabilities | | | 9,262 | | | 9,343 |
Accrued interest | | | 917 | | | 2,275 |
Current portion of derivative liability | | | 1,401 | | | 1,626 |
Off-market capacity liability – ENE Onshore | | | 11,072 | | | 14,103 |
Accrued turnover taxes | | | 25,016 | | | 239 |
Other accrued liabilities | | | 9,313 | | | 6,892 |
Accrued liabilities | | | $105,034 | | | $ 65,249 |
10. | Long-term debt |
| | As of December 31, | ||||
| | 2021 | | | 2020 | |
Experience Vessel Financing | | | $148,500 | | | $ 168,300 |
2017 Bank Loans | | | 91,570 | | | 100,984 |
Total debt | | | 240,070 | | | 269,284 |
Less unamortized debt issuance costs | | | (6,655) | | | (6,860) |
Total debt, net | | | 233,415 | | | 262,424 |
Less current portion | | | (19,046) | | | (26,776) |
Total long-term debt | | | $214,369 | | | $ 235,648 |
2022 | | | $20,304 |
2023 | | | 22,002 |
2024 | | | 22,693 |
2025 | | | 23,435 |
2026 | | | 24,239 |
Thereafter | | | 127,397 |
Total debt, net | | | $240,070 |
11. | Long-term debt – related party |
| | As of December 31, | ||||
| | 2021 | | | 2020 | |
Exquisite Vessel Financing | | | $196,213 | | | $ 203,996 |
KFMC-ENE Onshore Note | | | 2,100 | | | — |
ENE Lateral Facility | | | — | | | 223,197 |
Total related party debt | | | 198,313 | | | 427,193 |
Less current portion | | | (7,096) | | | (7,153) |
Long-term related party debt | | | $191,217 | | | $ 420,040 |
2022 | | | $7,096 |
2023 | | | 10,445 |
2024 | | | 9,078 |
2025 | | | 9,741 |
2026 | | | 10,521 |
Thereafter | | | 91,432 |
Total payments | | | 138,313 |
Residual value for Exquisite vessel financing | | | 60,000 |
Total debt - related party | | | $198,313 |
12. | Other long-term liabilities |
| | As of December 31, | ||||
| | 2021 | | | 2020 | |
Deferred revenue | | | $14,451 | | | $9,569 |
Off-market capacity liability – ENE Onshore | | | — | | | 11,072 |
Other long-term liabilities | | | $14,451 | | | $20,641 |
13. | Leases |
| | As of December 31, | ||||
| | 2021 | | | 2020 | |
External leases: | | | | | ||
Finance lease liabilities | | | $251,658 | | | $ 291,878 |
Less current portion of finance lease liabilities | | | (21,903) | | | (36,269) |
Finance lease liabilities, long-term | | | $229,755 | | | $255,609 |
| | | | |||
Related party leases: | | | | | ||
Finance lease liabilities | | | $226,619 | | | $ 243,217 |
Less current portion of finance lease liabilities | | | (15,627) | | | (15,608) |
Finance lease liabilities, long-term | | | $210,992 | | | $227,609 |
| | Operating | | | Finance | |
2022 | | | $35,715 | | | $78,069 |
2023 | | | 35,641 | | | 75,399 |
2024 | | | 28,383 | | | 75,412 |
2025 | | | 17,829 | | | 63,999 |
2026 | | | 797 | | | 61,343 |
Thereafter | | | 1,829 | | | 430,554 |
Total lease payments | | | 120,194 | | | 784,776 |
Less: imputed interest | | | (12,043) | | | (306,499) |
Carrying value of lease liabilities | | | 108,151 | | | 478,277 |
Less: current portion | | | (30,215) | | | (37,530) |
Carrying value of long-term lease liabilities | | | $77,936 | | | $440,747 |
| | For the years ended December 31, | ||||
| | 2021 | | | 2020 | |
Amortization of finance lease right-of-use assets - related party | | | $4,906 | | | $4,906 |
Amortization of finance lease right-of-use assets - external | | | 13,345 | | | 13,345 |
Interest on finance lease liabilities - related party | | | 29,080 | | | 30,619 |
Interest on finance lease liabilities - external | | | 17,231 | | | 19,370 |
Operating lease expense | | | 29,489 | | | 16,919 |
Short-term lease expense | | | 746 | | | 681 |
Total lease costs | | | $94,797 | | | $85,840 |
| | For the years ended December 31, | ||||
| | 2021 | | | 2020 | |
Cash paid for amounts included in measurement of finance lease liabilities - related party | | | $29,080 | | | $30,619 |
Cash paid for amounts included in measurement of finance lease liabilities - external | | | 17,231 | | | 19,370 |
Cash paid for amounts included in measurement of operating lease liabilities | | | 22,500 | | | 11,912 |
Financing cash flows related to finance leases - related party | | | 15,608 | | | 14,558 |
Financing cash flows related to finance leases - external | | | 36,269 | | | 34,143 |
Right-of-use assets obtained in exchange for new operating lease liabilities | | | 15,248 | | | 121,575 |
14. | Revenue |
| | For the years ended December 31, | ||||
| | 2021 | | | 2020 | |
Revenue from leases | | | $346,261 | | | $331,726 |
Revenue from contracts with customers | | | | | ||
Time charter, regasification and other services | | | 121,769 | | | 99,117 |
Gas sales | | | 420,525 | | | — |
Total revenue | | | $888,555 | | | $430,843 |
| | For the years ended December 31, | ||||
| | 2021 | | | 2020 | |
Operating lease income | | | $268,815 | | | $ 252,651 |
Sales-type lease income | | | 77,446 | | | 79,075 |
Total revenue from leases | | | $346,261 | | | $331,726 |
| | For the years ended December 31, | ||||
| | 2021 | | | 2020 | |
Property and equipment | | | $1,899,892 | | | $1,891,202 |
Accumulated depreciation | | | (766,642) | | | (686,599) |
Property and equipment, net | | | $1,133,250 | | | $1,204,603 |
| | Sales-type | | | Operating | |
2022 | | | $87,612 | | | $208,030 |
2023 | | | 80,449 | | | 167,190 |
2024 | | | 84,214 | | | 132,753 |
2025 | | | 87,612 | | | 121,510 |
2026 | | | 87,612 | | | 93,327 |
Thereafter | | | 579,488 | | | 475,428 |
Total undiscounted | | | 1,006,987 | | | $1,198,238 |
Less: imputed interest | | | (581,854) | | | |
Net investment in sales-type leases | | | 425,133 | | | |
Less: current portion | | | (12,225) | | | |
Non-current net investment in sales-type leases | | | $412,908 | | |
| | Year ended December 31, 2021 | ||||||||||
| | Revenue from leases | | | Revenue from contracts with customers | | | Total revenue | ||||
| | TCP, Regas and other | | | Gas sales | | ||||||
Bangladesh | | | $76,779 | | | $39,748 | | | $158,153 | | | $274,680 |
UAE | | | 60,395 | | | 22,152 | | | — | | | 82,547 |
Pakistan | | | 45,025 | | | 9,578 | | | — | | | 54,603 |
Argentina | | | 47,202 | | | 17,599 | | | — | | | 64,801 |
Brazil | | | 50,964 | | | 6,714 | | | 222,878 | | | 280,556 |
Israel | | | 38,080 | | | 6,494 | | | — | | | 44,574 |
US | | | — | | | 2,854 | | | — | | | 2,854 |
China | | | — | | | — | | | 38,950 | | | 38,950 |
Other | | | 27,816 | | | 16,630 | | | 544 | | | 44,990 |
Total revenue | | | $346,261 | | | $121,769 | | | $420,525 | | | $888,555 |
| | Year ended December 31, 2020 | ||||||||||
| | Revenue from leases | | | Revenue from contracts with customers | | | Total revenue | ||||
| | TCP, Regas and other | | | Gas sales | | ||||||
Bangladesh | | | $79,076 | | | $ 38,664 | | | — | | | $117,740 |
UAE | | | 62,857 | | | 19,342 | | | — | | | 82,199 |
Pakistan | | | 43,268 | | | 10,367 | | | — | | | 53,635 |
Argentina | | | 45,063 | | | 6,530 | | | — | | | 51,593 |
Brazil | | | 42,451 | | | 5,850 | | | — | | | 48,301 |
Israel | | | 38,185 | | | 6,637 | | | — | | | 44,822 |
US | | | — | | | — | | | — | | | — |
Other | | | 20,826 | | | 11,727 | | | — | | | 32,553 |
Total revenue | | | $ 331,726 | | | $99,117 | | | — | | | $ 430,843 |
| | As of December 31, | ||||
| | 2021 | | | 2020 | |
Deferred revenues, beginning of period | | | $9,569 | | | $ 4,755 |
Cash received but not yet recognized | | | 4,882 | | | 4,814 |
Revenue recognized from prior period deferral | | | — | | | — |
Deferred revenues, end of period | | | $14,451 | | | $9,569 |
2022 | | | $45,826 |
2023 | | | 43,558 |
2024 | | | 44,845 |
2025 | | | 44,071 |
2026 | | | 44,071 |
Thereafter | | | 212,595 |
Total Contracted Revenue | | | $434,966 |
15. | Income taxes |
| | As of December 31, | ||||
| | 2021 | | | 2020 | |
Domestic | | | $(80,658) | | | $(144,412) |
Foreign | | | 143,015 | | | 191,240 |
Total | | | $62,357 | | | $46,828 |
| | As of December 31, | ||||
| | 2021 | | | 2020 | |
Current: | | | | | ||
Domestic | | | $2,281 | | | $— |
Foreign | | | 19,853 | | | 13,529 |
Total current: | | | 22,134 | | | 13,529 |
Deferred: | | | | | ||
Domestic | | | (27) | | | — |
Foreign | | | (939) | | | 408 |
Total deferred: | | | (966) | | | 408 |
Income Tax Expense | | | $21,168 | | | $13,937 |
| | As of December 31, | ||||
| | 2021 | | | 2020 | |
Statutory rate applied to pre-tax income: | | | 21.0% | | | 21.0% |
Foreign rate differential | | | (15.6%) | | | (21.1%) |
Foreign exchange differences | | | (2.0%) | | | 0.0% |
Permanent items | | | 3.1% | | | 0.6% |
Withholding taxes | | | 22.9% | | | 28.4% |
Uncertain tax positions | | | 2.8% | | | 0.0% |
Audit settlement | | | 2.4% | | | 0.0% |
Other | | | (0.7%) | | | 0.9% |
Effective Tax Rate | | | 33.9% | | | 29.8% |
| | As of December 31, | ||||
| | 2021 | | | 2020 | |
Deferred tax assets: | | | | | ||
Fixed assets | | | $33 | | | $— |
Net operating losses | | | 518 | | | 1,058 |
Lease liabilities | | | 40,632 | | | — |
Other | | | 344 | | | — |
Deferred tax assets: | | | 41,527 | | | 1,058 |
Valuation allowances: | | | (496) | | | (1,044) |
Net deferred tax assets | | | $41,031 | | | $14 |
Deferred tax liabilities: | | | | | ||
Right of use assets | | | $39,004 | | | $— |
Unrealized foreign exchange gains | | | 1,088 | | | — |
Misc. Accruals | | | — | | | 14 |
Net deferred tax liabilities: | | | $40,092 | | | $14 |
Net deferred tax asset/(liability) | | | $939 | | | $— |
| | 2021 | | | 2020 | |
Balance at January 1 | | | $— | | | $— |
Increases (decreases) related to prior year tax positions | | | 1,388 | | | — |
Balance at December 31 | | | $ 1,388 | | | $ — |
16. | Related party transactions |
| | For the years ended December 31, | ||||
| | 2021 | | | 2020 | |
Management fees and other expenses with Kaiser | | | $1,814 | | | $2,345 |
| | As of December 31, | ||||
| | 2021 | | | 2020 | |
Amounts due from related parties | | | $11,140 | | | $ 5,977 |
Amounts due to related parties | | | 7,937 | | | 2,349 |
Prepaid expenses - related party | | | 5,917 | | | 6,877 |
17. | Defined contribution plan |
18. | Concentration risk |
| | Percentage of Total Revenues | ||||
| | Year Ended December 31, | ||||
| | 2021 | | | 2020 | |
Customer A | | | 32% | | | 11% |
Customer B | | | 27% | | | 20% |
Customer C | | | 6% | | | 12% |
Customer D | | | 6% | | | 10% |
Customer E | | | 5% | | | 10% |
Customer F | | | 5% | | | 10% |
19. | Commitments and contingencies |
20. | Asset retirement obligations |
| | As of December 31, | ||||
| | 2021 | | | 2020 | |
Asset retirement obligations, beginning of period | | | $33,499 | | | $ 32,129 |
Accretion expense | | | 1,430 | | | 1,370 |
Asset retirement obligations, end of period | | | $34,929 | | | $33,499 |
21. | Supplemental noncash disclosures for consolidated statement of cash flows |
| | As of December 31, | ||||
| | 2021 | | | 2020 | |
Supplemental cash flow information: | | | | | ||
Cash paid for taxes | | | $16,807 | | | $14,328 |
Cash paid for interest | | | 80,501 | | | 88,167 |
Right-of-use assets obtained in exchange for lease obligations | | | 15,248 | | | 121,575 |
Change in capital expenditures included in accounts payable | | | 1,189 | | | 8,445 |
KFMC note receivable netted against Lateral note payable to KFMC | | | 88,500 | | | — |
Noncash contribution received to settle KFMC-ENE Onshore note | | | 118,893 | | | — |
Noncash contribution received to settle note payable to KFMC | | | 57,159 | | | — |
Noncash contribution received reflected as a note Receivable from Kaiser | | | 16,500 | | | — |
| | As of December 31, | ||||
| | 2021 | | | 2020 | |
Cash and cash equivalents | | | $72,786 | | | $90,240 |
Restricted cash - current | | | 2,495 | | | 2,456 |
Restricted cash - non-current | | | 15,683 | | | 16,843 |
Cash, cash equivalents, and restricted cash | | | $90,964 | | | $109,539 |
22. | Accumulated other comprehensive (income) loss |
| | Cumulative translation adjustment | | | Qualifying cash flow hedges | | | Share of OCI in equity method investee | | | Total | |
At December 31, 2019 | | | $ 2,167 | | | $3,841 | | | $3,520 | | | $9,528 |
Other comprehensive (income) loss | | | — | | | 4,837 | | | (847) | | | 3,990 |
Reclassification to income | | | — | | | (1,651) | | | 3,094 | | | 1,443 |
At December 31, 2020 | | | 2,167 | | | 7,027 | | | 5,767 | | | 14,961 |
Other comprehensive (income) loss | | | — | | | (2,209) | | | (5,721) | | | (7,930) |
Reclassification to income | | | — | | | (1,116) | | | 3,263 | | | 2,147 |
At December 31, 2021 | | | $2,167 | | | $3,702 | | | $3,309 | | | $9,178 |
Item 13. | Other Expenses of Issuance and Distribution. |
SEC Registration Fee | | | $ |
FINRA Filing Fee | | | |
Stock Exchange Listing Fee | | | |
Printing Costs | | | |
Legal Fees and Expenses | | | |
Accounting Fees and Expenses | | | |
Transfer Agent Fees and Expenses | | | |
Miscellaneous Expenses | | | |
Total | | | $ |
Item 14. | Indemnification of Directors and Officers. |
Item 15. | Recent Sales of Unregistered Securities. |
Item 16. | Exhibits and Financial Statement Schedules. |
Exhibit No. | | | Description of Exhibit |
| | Form of Underwriting Agreement. | |
| | Form of Securities Purchase Agreement, by and between Maya Maritime, LLC and Excelerate Energy Limited Partnership. | |
| | Form of Amended and Restated Certificate of Incorporation of Excelerate Energy, Inc. to be in effect upon completion of this offering. |
Exhibit No. | | | Description of Exhibit |
| | Form of Stockholder’s Agreement. | |
| | Opinion of Gibson, Dunn & Crutcher LLP. | |
| | Form of Amended and Restated Limited Partnership Agreement of Excelerate Energy Limited Partnership to be in effect upon completion of this offering. | |
| | Form of Tax Receivable Agreement. | |
| | Form of Indemnification Agreement entered into with Directors and Officers. | |
| | Form of Excelerate Energy, Inc. Long-Term Incentive Plan. | |
| | Letter Agreement dated April 3, 2020, by and between Excelerate Energy Limited Partnership and Dana Armstrong. | |
| | Letter Agreement dated October 16, 2020, by and between Excelerate Energy Limited Partnership and Alisa Newman Hood. | |
| | Written Description of the Material Terms of the Excelerate Energy 2021 Short Term Incentive Plan. | |
| | Form of Senior Secured Revolving Credit Agreement, by and between 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. | |
| | Subsidiaries of the Registrant. | |
| | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm, as to Excelerate Energy, Inc. | |
| | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm, as to EELP, Predecessor. | |
| | Consent of Gibson, Dunn & Crutcher LLP (to be included in Exhibit 5.1). | |
| | Power of Attorney (included on the signature page hereto). | |
| | Consent of Carolyn J. Burke, as director nominee. | |
| | Consent of Paul T. Hanrahan, as director nominee. | |
| | Consent of Henry G. Kleemeier, as director nominee. | |
| | Consent of Don P. Millican, as director nominee. | |
| | Consent of Robert A. Waldo, as director nominee. | |
| | Filing Fee Table. |
# | Previously filed. |
† | Management contract or compensatory plan or arrangement. |
Item 17. | Undertakings. |
(i) | For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
(ii) | For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| | EXCELERATE ENERGY, INC. | ||||
| | | | |||
| | By: | | | /s/ Steven Kobos | |
| | Name: | | | Steven Kobos | |
| | Title: | | | President and Chief Executive Officer |
* | | | Director and President and Chief Executive Officer (Principal Executive Officer) | | | |
Steven Kobos | | |||||
| | | | |||
* | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | |
Dana Armstrong | | |||||
| | | | |||
* | | | Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) | | | |
Michael A. Bent | |
*By: | | | /s/ Steven Kobos | | | |
| | Steven Kobos | | | ||
| | As Attorney-in-Fact | | |