Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 04, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-38790 | |
Entity Registrant Name | New Fortress Energy Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-1482060 | |
Entity Address, Address Line One | 111 W. 19th Street | |
Entity Address, Address Line Two | 8th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10011 | |
City Area Code | 516 | |
Local Phone Number | 268-7400 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Class A common stock | |
Trading Symbol | NFE | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 208,770,088 | |
Entity Central Index Key | 0001749723 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 364,313 | $ 187,509 |
Restricted cash | 24,204 | 68,561 |
Receivables, net of allowances of $854 and $164, respectively | 438,440 | 208,499 |
Inventory | 62,801 | 37,182 |
Prepaid expenses and other current assets, net | 154,798 | 83,115 |
Total current assets | 1,044,556 | 584,866 |
Restricted cash | 2,581 | 7,960 |
Construction in progress | 1,835,289 | 1,043,883 |
Property, plant and equipment, net | 2,131,912 | 2,137,936 |
Equity method investments | 1,016,350 | 1,182,013 |
Right-of-use assets | 391,488 | 309,663 |
Intangible assets, net | 92,339 | 142,944 |
Finance leases, net | 5,573 | 602,675 |
Goodwill | 778,488 | 760,135 |
Deferred tax assets, net | 4,750 | 5,999 |
Other non-current assets, net | 137,658 | 98,418 |
Total assets | 7,440,984 | 6,876,492 |
Current liabilities | ||
Current portion of long-term debt | 58,188 | 97,251 |
Accounts payable | 104,042 | 68,085 |
Accrued liabilities | 278,732 | 244,025 |
Current lease liabilities | 51,362 | 47,114 |
Other current liabilities | 78,670 | 106,036 |
Total current liabilities | 570,994 | 562,511 |
Long-term debt | 4,397,099 | 3,757,879 |
Non-current lease liabilities | 317,268 | 234,060 |
Deferred tax liabilities, net | 101,107 | 269,513 |
Other long-term liabilities | 52,319 | 58,475 |
Total liabilities | 5,438,787 | 4,882,438 |
Commitments and contingencies (Note 22) | ||
Stockholders’ equity | ||
Class A common stock, $0.01 par value, 750 million shares authorized, 208.8 million issued and outstanding as of September 30, 2022; 206.9 million issued and outstanding as of December 31, 2021 | 2,088 | 2,069 |
Additional paid-in capital | 1,801,719 | 1,923,990 |
Accumulated deficit | (2,047) | (132,399) |
Accumulated other comprehensive income (loss) | 45,613 | (2,085) |
Total stockholders’ equity attributable to NFE | 1,847,373 | 1,791,575 |
Non-controlling interest | 154,824 | 202,479 |
Total stockholders’ equity | 2,002,197 | 1,994,054 |
Total liabilities and stockholders’ equity | $ 7,440,984 | $ 6,876,492 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Receivables, net of allowances of $854 and $164, respectively | $ 854 | $ 164 |
Stockholders’ equity | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 |
Common stock, shares, issued (in shares) | 208,800,000 | 206,900,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | ||||
Operating revenue | $ 632,684 | $ 188,389 | $ 1,529,999 | $ 382,421 |
Vessel charter revenue | 92,860 | 78,656 | 260,414 | 143,217 |
Other revenue | 6,386 | 37,611 | 31,490 | 148,541 |
Total revenues | 731,930 | 304,656 | 1,821,903 | 674,179 |
Operating expenses | ||||
Cost of sales | 393,830 | 135,432 | 874,529 | 333,533 |
Vessel operating expenses | 20,318 | 15,301 | 61,910 | 30,701 |
Operations and maintenance | 22,033 | 20,144 | 65,691 | 54,960 |
Selling, general and administrative | 67,601 | 46,802 | 165,952 | 124,954 |
Transaction and integration costs | 5,620 | 1,848 | 12,387 | 42,564 |
Depreciation and amortization | 35,793 | 31,194 | 106,439 | 68,080 |
Asset impairment expense | 0 | 0 | 48,109 | 0 |
Total operating expenses | 545,195 | 250,721 | 1,335,017 | 654,792 |
Operating income | 186,735 | 53,935 | 486,886 | 19,387 |
Interest expense | 63,588 | 57,595 | 156,344 | 107,757 |
Other expense (income), net | 10,214 | (5,400) | (31,613) | (13,458) |
Loss on extinguishment of debt, net | 14,997 | 0 | 14,997 | 0 |
Net income (loss) before income from equity method investments and income taxes | 97,936 | 1,740 | 347,158 | (74,912) |
(Loss) income from equity method investments | (31,734) | (15,983) | (354,426) | 22,958 |
Tax provision (benefit) | 9,971 | 3,526 | (126,249) | 7,058 |
Net income (loss) | 56,231 | (17,769) | 118,981 | (59,012) |
Net loss attributable to non-controlling interest | 5,617 | 7,963 | 11,371 | 5,259 |
Net income (loss) attributable to stockholders | $ 61,848 | $ (9,806) | $ 130,352 | $ (53,753) |
Net income (loss) per share - basic (in dollars per share) | $ 0.30 | $ (0.05) | $ 0.62 | $ (0.27) |
Net income (loss) per share - diluted (in dollars per share) | $ 0.29 | $ (0.05) | $ 0.62 | $ (0.27) |
Weighted average number of shares outstanding, basic (in shares) | 209,629,936 | 207,497,013 | 209,749,139 | 195,626,564 |
Weighted average number of shares outstanding - diluted (in shares) | 209,800,427 | 207,497,013 | 209,869,058 | 195,626,564 |
Other comprehensive income (loss): | ||||
Net income (loss) | $ 56,231 | $ (17,769) | $ 118,981 | $ (59,012) |
Currency translation adjustment | (33,087) | 76,996 | 48,040 | (23,697) |
Comprehensive income (loss) | 23,144 | (94,765) | 167,021 | (35,315) |
Comprehensive loss attributable to non-controlling interest | 6,085 | 8,162 | 11,029 | 6,005 |
Comprehensive income (loss) attributable to stockholders | $ 29,229 | $ (86,603) | $ 178,050 | $ (29,310) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Class A common stock | Class A common stock Class A common stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive (loss) income | Non- controlling interest |
Balance at beginning of period at Dec. 31, 2020 | $ 375,086 | $ 1,746 | $ 594,534 | $ (229,503) | $ 182 | $ 8,127 | |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 174,622,862,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (39,509) | (37,903) | (1,606) | ||||
Other comprehensive income | (997) | (123) | (874) | ||||
Share-based compensation expense | 1,770 | 1,770 | |||||
Issuance of shares for vested RSUs (in shares) | 1,335,787 | ||||||
Shares withheld from employees related to share-based compensation, at cost | (27,571) | (27,571) | |||||
Shares withheld from employees related to share-based compensation, at cost (in shares) | (638,235) | ||||||
Dividends | (17,598) | (17,598) | |||||
Balance at end of period at Mar. 31, 2021 | 291,181 | $ 1,746 | 551,135 | (267,406) | 59 | 5,647 | |
Balance at end of period (in shares) at Mar. 31, 2021 | 175,320,414 | ||||||
Balance at beginning of period at Dec. 31, 2020 | 375,086 | $ 1,746 | 594,534 | (229,503) | 182 | 8,127 | |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 174,622,862,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (59,012) | ||||||
Dividends | $ (59,013) | ||||||
Balance at end of period at Sep. 30, 2021 | 1,884,150 | $ 2,069 | 1,912,643 | (283,256) | 24,625 | 228,069 | |
Balance at end of period (in shares) at Sep. 30, 2021 | 206,863,242,000 | ||||||
Balance at beginning of period at Mar. 31, 2021 | 291,181 | $ 1,746 | 551,135 | (267,406) | 59 | 5,647 | |
Balance at beginning of period (in shares) at Mar. 31, 2021 | 175,320,414 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (1,734) | (6,044) | 4,310 | ||||
Other comprehensive income | 101,690 | 101,363 | 327 | ||||
Share-based compensation expense | 1,613 | 1,613 | |||||
Issuance of shares for vested RSUs (in shares) | 8,930 | ||||||
Shares withheld from employees related to share-based compensation, at cost | (164) | (164) | |||||
Shares withheld from employees related to share-based compensation, at cost (in shares) | (3,329) | ||||||
Shares issued as consideration in business combinations | 1,400,784 | $ 314 | 1,400,470 | ||||
Shares issued as consideration in business combination (in shares) | 31,372,549 | ||||||
Non-controlling interest acquired in business combinations | 229,285 | 229,285 | |||||
Dividends | (20,736) | (20,736) | |||||
Balance at end of period at Jun. 30, 2021 | 2,001,919 | $ 2,060 | 1,932,318 | (273,450) | 101,422 | 239,569 | |
Balance at end of period (in shares) at Jun. 30, 2021 | 206,698,564 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (17,769) | (9,806) | (7,963) | ||||
Other comprehensive income | (76,996) | (76,797) | (199) | ||||
Share-based compensation expense | 1,562 | 1,562 | |||||
Adjustments related to business combination | (319) | (319) | |||||
Issuance of shares for vested RSUs | 0 | $ 9 | (9) | ||||
Issuance of shares for vested RSUs (in shares) | 193,193,000 | ||||||
Shares withheld from employees related to share-based compensation, at cost | (478) | (478) | |||||
Shares withheld from employees related to share-based compensation, at cost (in shares) | (28,515,000) | ||||||
Dividends | (23,769) | (20,750) | |||||
Dividends | (3,019) | ||||||
Balance at end of period at Sep. 30, 2021 | 1,884,150 | $ 2,069 | 1,912,643 | (283,256) | 24,625 | 228,069 | |
Balance at end of period (in shares) at Sep. 30, 2021 | 206,863,242,000 | ||||||
Balance at beginning of period at Dec. 31, 2021 | 1,994,054 | $ 2,069 | 1,923,990 | (132,399) | (2,085) | 202,479 | |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 206,863,242 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | 241,181 | 238,269 | 2,912 | ||||
Other comprehensive income | 120,830 | 118,874 | 1,956 | ||||
Share-based compensation expense | 880 | 880 | |||||
Issuance of shares for vested RSUs | 7 | $ 7 | |||||
Issuance of shares for vested RSUs (in shares) | 1,121,255,000 | ||||||
Shares withheld from employees related to share-based compensation, at cost | (15,274) | (15,274) | |||||
Shares withheld from employees related to share-based compensation, at cost (in shares) | (442,146,000) | ||||||
Dividends | (23,773) | (20,754) | |||||
Dividends | (3,019) | ||||||
Balance at end of period at Mar. 31, 2022 | 2,317,905 | $ 2,076 | 1,888,842 | 105,870 | 116,789 | 204,328 | |
Balance at end of period (in shares) at Mar. 31, 2022 | 207,542,351,000 | ||||||
Balance at beginning of period at Dec. 31, 2021 | 1,994,054 | $ 2,069 | 1,923,990 | (132,399) | (2,085) | 202,479 | |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 206,863,242 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | 118,981 | ||||||
Dividends | $ (62,092) | ||||||
Balance at end of period at Sep. 30, 2022 | 2,002,197 | $ 2,088 | 1,801,719 | (2,047) | 45,613 | 154,824 | |
Balance at end of period (in shares) at Sep. 30, 2022 | 208,770,088 | ||||||
Balance at beginning of period at Mar. 31, 2022 | 2,317,905 | $ 2,076 | 1,888,842 | 105,870 | 116,789 | 204,328 | |
Balance at beginning of period (in shares) at Mar. 31, 2022 | 207,542,351,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (178,431) | (169,765) | (8,666) | ||||
Other comprehensive income | (39,703) | (38,557) | (1,146) | ||||
Share-based compensation expense | 358 | 358 | |||||
Issuance of shares for vested RSUs (in shares) | 13,898,000 | ||||||
Dividends | (27,601) | (20,582) | |||||
Dividends | (7,019) | ||||||
Balance at end of period at Jun. 30, 2022 | 2,072,528 | $ 2,076 | 1,868,618 | (63,895) | 78,232 | 187,497 | |
Balance at end of period (in shares) at Jun. 30, 2022 | 207,556,249 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | 56,231 | 61,848 | (5,617) | ||||
Other comprehensive income | (33,087) | (32,619) | (468) | ||||
Share-based compensation expense | 13,417 | 13,417 | |||||
Issuance of shares for vested RSU/PSUs | 0 | $ 12 | (12) | ||||
Issuance of shares for vested RSU/PSUs (in shares) | 2,291,060,000 | ||||||
Shares withheld from employees related to share-based compensation, at cost | (59,548) | (59,548) | |||||
Shares withheld from employees related to share-based compensation, at cost (in shares) | (1,077,221,000) | ||||||
Deconsolidation of vessels | (23,569) | (23,569) | |||||
Dividends | (23,775) | (20,756) | |||||
Dividends | (3,019) | ||||||
Balance at end of period at Sep. 30, 2022 | $ 2,002,197 | $ 2,088 | $ 1,801,719 | $ (2,047) | $ 45,613 | $ 154,824 | |
Balance at end of period (in shares) at Sep. 30, 2022 | 208,770,088 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net income (loss) | $ 118,981 | $ (59,012) |
Adjustments for: | ||
Amortization of deferred financing costs and debt guarantee, net | 3,201 | 9,503 |
Depreciation and amortization | 107,185 | 68,971 |
Loss (earnings) of equity method investees | 354,426 | (22,958) |
Drydocking expenditure | (15,028) | 0 |
Dividends received from equity method investees | 23,195 | 14,259 |
Change in market value of derivatives | (6,700) | (4,955) |
Deferred taxes | (203,026) | (4,280) |
Share-based compensation | 14,655 | 4,945 |
Asset impairment expense | 48,109 | 0 |
Earnings recognized from vessels chartered to third parties by Energos | (14,341) | 0 |
Loss on extinguishment of debt, net | 14,997 | 0 |
Loss on sale of net investment in lease | 11,592 | 0 |
Other | 12,636 | (5,735) |
Changes in operating assets and liabilities, net of acquisitions: | ||
(Increase) in receivables | (287,748) | (75,633) |
(Increase) in inventories | (28,078) | (56,172) |
(Increase) decrease in other assets | (93,329) | 25,500 |
Decrease in right-of-use assets | 51,265 | 3,149 |
Increase (decrease) in accounts payable/accrued liabilities | (10,487) | (2,530) |
(Decrease) in amounts due to affiliates | (3,220) | (2,070) |
(Decrease) in lease liabilities | (47,237) | (2,510) |
Increase (decrease) in other liabilities | 40,057 | (30,159) |
Net cash provided by (used in) operating activities | 91,105 | (139,687) |
Cash flows from investing activities | ||
Capital expenditures | (787,166) | (430,549) |
Cash paid for business combinations, net of cash acquired | 0 | (1,586,042) |
Entities acquired in asset acquisitions, net of cash acquired | 0 | (8,817) |
Proceeds from the sale of net investment in lease | 593,000 | 0 |
Other investing activities | (1,794) | (5,750) |
Net cash (used in) investing activities | (195,960) | (2,031,158) |
Cash flows from financing activities | ||
Proceeds from borrowings of debt | 1,932,020 | 2,234,650 |
Payment of deferred financing costs | (16,093) | (35,846) |
Repayment of debt | (1,518,471) | (229,887) |
Payments related to tax withholdings for share-based compensation | (72,597) | (29,717) |
Payment of dividends | (75,149) | (65,051) |
Net cash provided by financing activities | 249,710 | 1,874,149 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (4,896) | 1,960 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 139,959 | (294,736) |
Cash, cash equivalents and restricted cash – beginning of period | 264,030 | 629,336 |
Cash, cash equivalents and restricted cash – end of period | 403,989 | 334,600 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Changes in accounts payable and accrued liabilities associated with construction in progress and property, plant and equipment additions | 112,886 | 187,295 |
Liabilities associated with consideration paid for entities acquired in asset acquisitions | 0 | 9,959 |
Consideration paid in shares for business combinations | 0 | 1,400,784 |
Principal payments paid to Energos by third party charterers | (5,438) | 0 |
Investment in Energos | 129,518 | 0 |
Non-cash financing costs | $ 41,264 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | Sep. 30, 2022 USD ($) |
Statement of Cash Flows [Abstract] | |
Assets held-for-sale, cash balance | $ 12,891 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization New Fortress Energy Inc. (“NFE,” together with its subsidiaries, the “Company”), a Delaware corporation, is a global energy infrastructure company founded to help address energy poverty and accelerate the world’s transition to reliable, affordable and clean energy. The Company owns and operates natural gas and liquefied natural gas ("LNG") infrastructure, ships and logistics assets to rapidly deliver turnkey energy solutions to global markets. The Company has liquefaction, regasification and power generation operations in the United States, Jamaica, Mexico and Brazil. The Company also has marine operations with vessels operating under time charters and in the spot market globally. The Company currently conducts its business through two operating segments, Terminals and Infrastructure and Ships. The business and reportable segment information reflect how the Chief Operating Decision Maker (“CODM”) regularly reviews and manages the business. |
Basis of presentation
Basis of presentation | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | 2. Basis of presentation The accompanying unaudited interim condensed consolidated financial statements contained herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reflect all normal and recurring adjustments which are, in the opinion of management, necessary to provide a fair statement of the financial position, results of operations and cash flows of the Company for the interim periods presented. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual audited consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2021 (the "Annual Report"). Certain prior year amounts have been reclassified to conform to current year presentation. The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions, impacting the reported amounts of assets and liabilities, net earnings and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. Actual results could be different from these estimates. |
Adoption of new and revised sta
Adoption of new and revised standards | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Adoption of new and revised standards | 3. Adoption of new and revised standards (a) New standards, amendments and interpretations issued but not effective for the year beginning January 1, 2022: The Company has reviewed recently issued accounting pronouncements and concluded that such pronouncements are either not applicable to the Company or no material impact is expected in the consolidated financial statements as a result of future adoption. (b) New and amended standards adopted by the Company: In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. ASU 2020-06 requires entities to provide expanded disclosures about the terms and features of convertible instruments and amends certain guidance in ASC 260 on the computation of EPS for convertible instruments and contracts on an entity’s own equity. ASU 2020-06 is effective for public companies for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption of all amendments in the same period permitted. The adoption of this guidance in the first quarter of 2022 did not have a material impact on the Company’s financial position, results of operations or cash flows. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 4. Acquisitions Hygo Merger On April 15, 2021, the Company completed the acquisition of all of the outstanding common and preferred shares representing all voting interests of Hygo Energy Transition Ltd. (“Hygo”), a 50-50 joint venture between Golar LNG Limited (“GLNG”) and Stonepeak Infrastructure Fund II Cayman (G) Ltd., a fund managed by Stonepeak Infrastructure Partners (“Stonepeak”), in exchange for 31,372,549 shares of NFE Class A common stock and $580,000 in cash (the "Hygo Merger"). The acquisition of Hygo expanded the Company’s footprint in South America with three gas-to-power projects in Brazil’s large and fast-growing market. Assets acquired as a result of the Hygo Merger are a 50% interest in a 1.5GW power plant in Sergipe, Brazil (the “Sergipe Power Plant”) and its operating FSRU terminal in Sergipe, Brazil (the “Sergipe Facility”), as well as a terminal and power plant under development in the State of Pará, Brazil (the “Barcarena Facility” and " Barcarena Power Plant," respectively), and a terminal under development on the southern coast of Brazil (the “Santa Catarina Facility”). In addition, the Company also acquired two LNG carriers and the Nanook , a newbuild FSRU moored and in service at the Sergipe Facility. Based on the closing price of NFE’s common stock on April 15, 2021, the total value of consideration in the Hygo Merger was $1.98 billion, shown as follows: Consideration As of Cash consideration for Hygo Preferred Shares $ 180,000 Cash consideration for Hygo Common Shares 400,000 Total Cash Consideration $ 580,000 Merger consideration to be paid in shares of NFE Common Stock 1,400,784 Total Non-Cash Consideration 1,400,784 Total Consideration $ 1,980,784 The Company determined it was the accounting acquirer of Hygo, which was accounted for under the acquisition method of accounting for business combinations. The total purchase price of the transaction was allocated to identifiable assets acquired, liabilities assumed and non-controlling interests of Hygo based on their respective estimated fair values as of the closing date. The final adjusted fair values assigned to the assets acquired, liabilities assumed and non-controlling interests of Hygo as of the closing date were as follows: Hygo As of Assets Acquired Cash and cash equivalents $ 26,641 Restricted cash 48,183 Accounts receivable 5,126 Inventory 1,022 Other current assets 8,095 Construction in process 128,625 Property, plant and equipment, net 385,389 Equity method investments 823,521 Finance leases, net 601,000 Deferred tax assets, net 1,065 Other non-current assets 52,996 Total assets acquired: $ 2,081,663 Liabilities Assumed Current portion of long-term debt $ 38,712 Accounts payable 3,059 Accrued liabilities 39,149 Other current liabilities 13,495 Long-term debt 433,778 Deferred tax liabilities, net 275,410 Other non-current liabilities 21,520 Total liabilities assumed: 825,123 Non-controlling interest 38,306 Net assets acquired: 1,218,234 Goodwill $ 762,550 The fair value of Hygo’s non-controlling interest (“NCI”) as of April 15, 2021 was $38,306, including the fair value of the net assets of VIEs that Hygo has consolidated. These VIEs are SPVs (both defined below) for the sale and leaseback of certain vessels, and Hygo has no equity investment in these entities. The fair value of NCI was determined based on the valuation of the SPV’s external debt and the lease receivable asset associated with the sales leaseback transaction with Hygo’s subsidiary, using a discounted cash flow method. The fair value of receivables acquired from Hygo was $8,009, which approximated the gross contractual amount; no material amounts were expected to be uncollectible. Goodwill was calculated as the excess of the purchase price over the net assets acquired. Goodwill represents access to additional LNG and natural gas distribution systems and power markets, including workforce, that will allow the Company to rapidly develop and deploy LNG to power solutions. While the goodwill is not deductible for local tax purposes, it is treated as an amortizable expense for the U.S. global intangible low-taxed income ("GILTI") computation. The Company’s results of operations for the nine months ended September 30, 2022 include Hygo’s result of operations for the entire period. Revenue and net loss attributable to Hygo during the period was $64,759 and $257,434, respectively. GMLP Merger On April 15, 2021, the Company completed the acquisition of all of the outstanding common units, representing all voting interests, of Golar LNG Partners LP ("GMLP") in exchange for $3.55 in cash per common unit and for each of the outstanding membership interest of GMLP’s general partner (the "GMLP Merger, and collectively with the Hygo Merger, the "Mergers"). In conjunction with the closing of the GMLP Merger, NFE simultaneously extinguished a portion of GMLP’s debt for total consideration of $1.15 billion. As a result of the GMLP Merger, the Company acquired a fleet of six FSRUs and four LNG carriers, which are expected to help support the Company’s existing facilities and international business development pipeline. Acquired FSRUs are operating in Brazil, Indonesia and Jordan under time charters, and uncontracted vessels are available for short term employment in the spot market. Assets acquired also included an interest in a floating natural gas liquefaction vessel ("FLNG"), the Hilli Episeyo (the "Hilli"), which is expected to provide consistent cash flow streams under a long-term tolling arrangement. The interest in the FLNG facility also provides the Company access to intellectual property that will be used to develop future FLNG solutions. The consideration paid by the Company in the GMLP Merger was as follows: Consideration As of GMLP Common Units ($3.55 per unit x 69,301,636 units) $ 246,021 GMLP General Partner Interest ($3.55 per unit x 1,436,391 units) 5,099 Partnership Phantom Units ($3.55 per unit x 58,960 units) 209 Cash Consideration $ 251,329 GMLP debt repaid in acquisition 899,792 Total Cash Consideration 1,151,121 Cash settlement of preexisting relationship (3,978) Total Consideration $ 1,147,143 The Company determined it is the accounting acquirer of GMLP, which was accounted for under the acquisition method of accounting for business combinations. The total purchase price of the transaction was allocated to identifiable assets acquired, liabilities assumed and non-controlling interests of GMLP based on their respective estimated fair values as of the closing date. The final adjusted fair values assigned to the assets acquired, liabilities assumed and non-controlling interests of GMLP as of the closing date were as follows: GMLP As of Assets Acquired Cash and cash equivalents $ 41,461 Restricted cash 24,816 Accounts receivable 3,195 Inventory 2,151 Other current assets 2,789 Equity method investments 355,500 Property, plant and equipment, net 1,063,215 Intangible assets, net 106,500 Deferred tax assets, net 963 Other non-current assets 4,400 Total assets acquired: $ 1,604,990 Liabilities Assumed Current portion of long-term debt $ 158,073 Accounts payable 3,019 Accrued liabilities 17,226 Other current liabilities 73,774 Deferred tax liabilities, net 14,907 Other non-current liabilities 10,630 Total liabilities assumed: 277,629 Non-controlling interest 196,156 Net assets to be acquired: 1,131,205 Goodwill $ 15,938 The fair value of GMLP’s NCI as of April 15, 2021 was $196,156, which represents the fair value of other investors’ interest in the Mazo , GMLP’s preferred units which were not acquired by the Company and the fair value of net assets of an SPV formed for the purpose of a sale and leaseback of the Eskimo . The fair value of GMLP’s preferred units and the valuation of the SPV’s external debt and the lease receivable asset associated with the sale leaseback transaction have been estimated using a discounted cash flow method. The fair value of receivables acquired from GMLP was $4,797, which approximated the gross contractual amount; no material amounts were expected to be uncollectible. The Company acquired favorable and unfavorable leases for the use of GMLP’s vessels. The fair value of the favorable contracts was $106,500 and the fair value of the unfavorable contracts was $13,400. The total weighted average amortization period is approximately three years; the favorable contract asset has a weighted average amortization period of approximately three years and the unfavorable contract liability has a weighted average amortization period of approximately one year. The Company and GMLP had an existing lease agreement prior to the GMLP Merger. As a result of the acquisition, the lease agreement and any associated receivable and payable balances were effectively settled. The lease agreement also included provisions that required a subsidiary of NFE to indemnify GMLP to the extent that GMLP incurred certain tax liabilities as a result of the lease. A loss of $3,978 related to settlement of this indemnification provision was recognized in Transaction and integration costs in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the second quarter of 2021. The Company’s results of operations for the nine months ended September 30, 2022 include GMLP’s result of operations for the entire period. Revenue and net income attributable to GMLP during the period was $172,355 and $127,764, respectively. Unaudited pro forma financial information The following table summarizes the unaudited pro forma condensed financial information of the Company as if the Mergers had occurred on January 1, 2020. Three Months Ended September 30, Nine Months Ended September 30, 2021 2021 Revenue $ 304,656 $ 780,875 Net income (loss) (8,994) (75,963) Net income (loss) attributable to stockholders (12,822) (95,954) The unaudited pro forma financial information is based on historical results of operations as if the acquisitions had occurred on January 1, 2020, adjusted for transaction costs incurred, adjustments to depreciation expense associated with the recognition of the fair value of vessels acquired, additional amortization expense associated with the recognition of the fair value of favorable and unfavorable customer contracts for vessel charters, additional interest expense as a result of incurring new debt and extinguishing historical debt, elimination of a pre-existing lease relationship between the Company and GMLP, and a step-up of the equity method investments. Adjustments for non-recurring items increased pro forma net income by $37,508 for the nine months ended September 30, 2021; there was no significant adjustments for non-recurring items for the three months ended September 30, 2021. Transaction costs incurred and the elimination of a pre-existing lease relationship between the Company and GMLP are considered to be non-recurring. The unaudited pro forma financial information does not give effect to any synergies, operating efficiencies or cost savings that may result from the Mergers. Asset acquisitions On January 12, 2021, the Company acquired 100% of the outstanding shares of CH4 Energia Ltda. (“CH4”), an entity that owns key permits and authorizations to develop an LNG terminal and an up to 1.37GW gas-fired power plant at the Port of Suape in Brazil. The purchase consideration consisted of $903 of cash paid at closing in addition to potential future payments contingent on achieving certain construction milestones of up to approximately $3,600. As the contingent payments meet the definition of a derivative, the fair value of the contingent payments as of the acquisition date of $3,047 was included as part of the purchase consideration and was recognized in Other long-term liabilities on the condensed consolidated balance sheets. The selling shareholders of CH4 may also receive future payments based on gas consumed by the power plant or sold to customers from the LNG terminal. The purchase of CH4 has been accounted for as an asset acquisition. As a result, no goodwill was recorded, and the Company’s acquisition-related costs of $295 were included in the purchase consideration. The total purchase consideration of $5,776, which included a deferred tax liability of $1,531 recognized as a result from the acquisition, was allocated to permits and authorizations acquired and was recorded within Intangible assets, net. The Company is seeking to obtain the necessary approvals to, and continues to endeavor in the development of, an LNG import terminal and a gas-fired power plant at the Port of Suape. On March 11, 2021, the Company acquired 100% of the outstanding shares of Pecém Energia S.A. (“Pecém”) and Energética Camacari Muricy II S.A. (“Muricy”). These companies collectively hold grants to operate as an independent power provider and 15-year power purchase agreements for the development of thermoelectric power plants in the State of Bahia, Brazil. The purchase consideration consisted of $8,041 of cash paid at closing in addition to potential future payments contingent on achieving commercial operations of a gas-fired power plant of up to approximately $10.5 million. As the contingent payments meet the definition of a derivative, the fair value of the contingent payments as of the acquisition date of $7,473 was included as part of the purchase consideration and was recognized in Other long-term liabilities on the condensed consolidated balance sheets. The selling shareholders may also receive future payments based on power generated by a power plant, subject to a maximum payment of approximately $4.6 million. |
Vessel Financing Transaction
Vessel Financing Transaction | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Vessel Financing Transaction | 5. Vessel financing transaction On August 15, 2022, the Company and an affiliate of certain funds or investment vehicles managed by affiliates of Apollo Global Management, Inc., AP Neptune Holdings Ltd. ("Purchaser"), completed a sales and financing transaction resulting in cash proceeds of approximately $1.85 billion. This sales and financing transaction comprised (1) the formation of a limited liability company doing business as Energos Infrastructure ("Energos"), (2) the sale for cash of eight vessels, along with these vessels' owning and operating entities to the Purchaser, (3) the contribution of acquired vessel owning entities to Energos by the Purchaser and (4) the Company's contribution of three vessels, along with each vessels' owning and operating entities, to Energos in exchange for equity in Energos (the “Vessel Financing Transaction”). As a result of the Vessel Financing Transaction, the Company owns approximately a 20% equity interest in Energos, with the remaining interest owned by the Purchaser. The Company has accounted for the investment in Energos as an equity method investment; see Note 13 for further discussion of this investment. In connection with the Vessel Financing Transaction, the Company entered into long-term time charter agreements for periods of up to 20 years in respect of ten of the eleven vessels, the terms of which will commence upon the expiration of each vessel's existing third-party charter. Vessels chartered to the Company at the time of closing were classified as finance leases. These charters prevent the recognition of a sale of these ten vessels to Energos, and as such, proceeds associated with these ten vessels have been treated as failed sale leasebacks. These vessels continue to be recognized on the Company's consolidated balance sheet as Property, plant and equipment, and the Company has recognized the proceeds received from this failed sale leaseback financing as debt ("Vessel Financing Obligation"). Certain vessels included in the Vessel Financing Transaction are currently chartered to third parties under operating leases. The Company has guaranteed payments from the third-party charterers to Energos and will begin to charter the vessels immediately should the third- party charter terminate. As the Company has not recognized the sale of these vessels and proceeds received from the Vessel Financing Transaction are collateralized by the cash flows from these charters, revenue generated from these operating leases continues to be recognized as Vessel charter revenue; estimated costs of operating the vessels is included in Vessel operating expenses over the terms of the third-party charters. Cash flows from these third-party charters are included as part of debt service for the sale leaseback financing debt, and the Company will recognize additional financing costs within Interest expense, net. The Company has not entered into a charter agreement to leaseback the Nanook . The Nanook was previously accounted for as a finance lease; see Note 8 for discussion of derecognition of the finance lease upon the sale of this financial asset. A portion of proceeds received were utilized to extinguish certain debt, including the Vessel Term Loan (defined below) and the termination of lessor VIE arrangements (discussed in Note 6 below). Upon repayment, the Company recognized a loss on extinguishment of debt of $14,449; see Notes 6 and 20 below for further detail. 13. Equity method investments As a result of the Mergers, the Company acquired investments in Centrais Elétricas de Sergipe Participações S.A. (“CELSEPAR”) and Hilli LLC, both of which have been recognized as equity method investments. The Company has a 50% ownership interest in both entities. As part of the Vessel Financing Transaction, the Company contributed certain vessels to Energos in exchange for an equity interest, and this equity interest has been accounted for under the equity method. The Company has a 20% ownership interest in Energos. The investment in CELSEPAR is reflected in the Terminals and Infrastructure segment; the investments in Hilli LLC and Energos are reflected in the Ships segments. Changes in the balance of the Company’s equity method investments is as follows: September 30, 2022 Equity method investments as of December 31, 2021 $ 1,182,013 Capital contributions 133,314 Dividends (23,195) Equity in earnings of investees 14,781 Other-than-temporary impairment (369,207) Foreign currency translation adjustment 78,644 Equity method investments as of September 30, 2022 $ 1,016,350 Capital contributions primarily consisted of $129,517 of contribution of assets to Energos in conjunction with the Vessel Financing Transaction. The carrying amount of equity method investments as of September 30, 2022 is as follows: September 30, 2022 Hilli LLC $ 386,757 CELSEPAR 500,076 Energos 129,517 Total $ 1,016,350 As of September 30, 2022 and December 31, 2021, the carrying value of the Company’s equity method investments exceeded its proportionate share of the underlying net assets of its investees by $525,209 and $792,995, respectively, and the basis difference attributable to amortizable net assets is amortized to (Loss) income from equity method investments over the remaining estimated useful lives of the underlying assets. CELSEPAR As of September 30, 2022, CELSEPAR was jointly owned and operated with Ebrasil Energia Ltda. (“Ebrasil”), an affiliate of Eletricidade do Brasil S.A., and the Company accounted for this 50% investment using the equity method. CELSEPAR owns 100% of the share capital of Centrais Elétricas de Sergipe S.A. (“CELSE”), the owner and operator of the Sergipe Power Plant. On May 31, 2022, LNG Power Limited (“LNG Power”), an indirect subsidiary of NFE and direct owner of the CELSEPAR investment, and certain Ebrasil sellers as owners of CELSEPAR (together with LNG Power, the “Sergipe Sellers”), Eneva S.A., as purchaser ("Eneva") and Eletricidade do Brasil S.A. -- Ebrasil, entered into a Share Purchase Agreement pursuant to which Eneva agreed to acquire all of the outstanding shares of (a) CELSEPAR and (b) Centrais Elétricas Barra dos Coqueiros S.A. ("CEBARRA"), which owns 1.7 GW of expansion rights adjacent to the Sergipe Power Plant, for a purchase price of R$6.10 billion in cash (approximately $1.10 billion using the exchange rate as of September 30, 2022) (the “Sergipe Sale”). The purchase price payable by Eneva accrued interest at a rate of CDI + 1% from December 31, 2021 until the date of the closing and was subject to certain customary adjustments, including for the amount of any (a) distributions or payments to or for the benefit of Sergipe Sellers and their affiliates and liabilities incurred or assumed for the benefit of Sergipe Sellers or their affiliates, and (b) certain fees and expenses incurred by CELSEPAR and CEBARRA in connection with the Sergipe Sale. The Sergipe Sale was completed on October 3, 2022, and Eneva paid the Sergipe Sellers R$6.80 billion (approximately $1.30 billion using the exchange rate as of September 30, 2022), prior to the settlement of debt, settlement of other contractual liabilities and payment of transaction costs and consent fees at closing. LNG Power also entered into a foreign currency forward to mitigate foreign currency risk to the expected proceeds from the transaction, and this foreign currency forward settled at the time of the Sergipe Sale resulting in a gain of $20,394, recognized in Other (income), net in the condensed consolidated statements of operations and comprehensive income (loss). As a result of the announcement of the Sergipe Sale, the Company has recognized an other than temporary impairment ("OTTI") of the investment in CELSEPAR totaling $23,760 for the three months ended September 30, 2022 and $369,207 for the nine months ended September 30, 2022, and this loss was recognized in loss (income) from equity method investments in the condensed consolidated statements of operations and comprehensive income (loss). Nonrecurring, Level 2 inputs were used to estimate the fair value of the investment for the purpose of recognizing the OTTI. Hilli LLC The Company acquired 50% of the common units of Hilli LLC (“Hilli Common Units”) as part of the GMLP Merger. Hilli LLC owns Golar Hilli Corporation (“Hilli Corp”), the disponent owner of the Hilli . The Hilli is currently operating under an 8-year liquefaction tolling agreement (“LTA”) with Perenco Cameroon S.A. and Société Nationale des Hydrocarbures. The ownership interests in Hilli LLC are represented by three classes of units, Hilli Common Units, Series A Special Units and Series B Special Units. The Company did not acquire any of the Series A Special Units or Series B Special Units. The Company determined that Hilli LLC is a VIE, and the Company is not the primary beneficiary of Hilli LLC. Thus, Hilli LLC has not been consolidated into the financial statements. The Hilli Common Units provide the Company with significant influence over Hilli LLC and the investment in Hilli Common Units has been recognized as an equity method investment. Within 60 days after the end of each quarter, GLNG, the managing member of Hilli LLC, determines the amount of Hilli LLC’s available cash and appropriate reserves, and Hilli LLC makes a distribution to the unitholders of Hilli LLC of the available cash, subject to such reserves. Hilli LLC makes distributions when declared by GLNG, provided that no distributions may be made on the Hilli Common Units unless current and accumulated Series A Distributions and Series B Distributions have been paid. The Company is required to reimburse other investors in Hilli LLC or may receive reimbursements from other investors in Hilli LLC for 50% of the amount, if any, by which certain operating expenses and withholding taxes of Hilli LLC are above or below an annual threshold. During the three months ended September 30, 2022, distributions made by Hilli LLC included $2.0 million of operating expense reimbursements. Hilli Corp is a party to a Memorandum of Agreement, dated September 9, 2015, with Fortune Lianjiang Shipping S.A., a subsidiary of China State Shipbuilding Corporation (“Fortune”), pursuant to which Hilli Corp has sold to and leased back from Fortune the Hilli under a 10-year bareboat charter agreement (the “Hilli Leaseback”). The Hilli Leaseback provided post construction financing for the Hilli in the amount of $960 million. Under the Hilli Leaseback, Hilli Corp will pay to Fortune forty consecutive equal quarterly repayments of 1.375% of the construction cost, plus interest based on LIBOR plus a margin of 4.15%. As of September 30, 2022 the maximum exposure as a result of the Company’s ownership in the Hilli LLC is the carrying value of the equity method investment and the outstanding portion of the Hilli Leaseback which have been guaranteed by the Company. Energos |
VIEs
VIEs | 9 Months Ended |
Sep. 30, 2022 | |
VIEs [Abstract] | |
VIEs | 6. VIEs Lessor VIEs The Company assumed sale leaseback arrangements for four vessels as part of the Mergers, o ne of which was terminated in 2021. Prior to termination, to effectuate a financing, the vessel was sold to a single asset entity wholly owned by the lending bank (a special purpose vehicle or "SPV") and then leased back. While the Company did not hold an equity investment in these lending entities, these entities are variable interest entities ("VIEs"), and the Company had a variable interest in these lending entities due to the guarantees and fixed price repurchase options that absorb the losses of the VIE that could potentially be significant to the entity. The Company had concluded that it had the power to direct the economic activities that most impact the economic performance as it controlled the significant decisions relating to the assets and it had the obligation to absorb losses or the right to receive the residual returns from the leased asset. Therefore, prior to termination, the Company consolidated these lending entities. As NFE had no equity interest in these VIEs, all equity attributable to the VIEs was included in non-controlling interest in the consolidated financial statements. Transactions between NFE's wholly-owned subsidiaries and the VIEs were eliminated in consolidation, including sale leaseback transactions. The remaining three sale leaseback arrangements were terminated as part of the Vessel Financing Transaction in the third quarter of 2022, as discussed in Note 5. As of September 30, 2022, the Company was no longer party to any lessor VIE’s. Prior to the Vessel Financing Transaction, the most significant impact of the lessor VIEs operations on the Company’s condensed consolidated statement of operations and comprehensive income (loss) was an addition to interest expense of $1,977 and $6,348 for the three and nine months ended September 30, 2022. Upon termination of the sale leaseback financing arrangements in the third quarter of 2022, the Company recognized a loss on extinguishment of debt of $9,082 in the condensed consolidated statements of operations and comprehensive income (loss). For the period subsequent to the completion of the Mergers in 2021, the most significant impact of the lessor VIEs operations on the Company’s condensed consolidated statements of operations and comprehensive income (loss) was an addition to interest expense of $15,263 and $8,628 for the three and nine months ended September 30, 2021, respectively. Upon assumption of the debt held by VIEs in conjunction with the Mergers, the Company recognized the liabilities assumed at fair value, and the amortization of the discount of $11,500 and $1,843 was recognized as an addition to interest expense incurred of $3,713 and $6,785 for the three and nine months ended September 30, 2021, respectively. |
Revenue recognition
Revenue recognition | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue recognition | 7. Revenue recognition Operating revenue includes revenue from sales of LNG and natural gas as well as outputs from the Company’s natural gas-fueled power generation facilities, including power and steam, and the sale of LNG cargos. Included in operating revenue are LNG cargo sales of $350,550 and $944,751 for the three and nine months ended September 30, 2022 , respectively, and $32,605 for the three and nine months ended September 30, 2021. Other revenue includes revenue for development services as well as interest income from the Company’s finance leases. Under most customer contracts, invoicing occurs once the Company’s performance obligations have been satisfied, at which point payment is unconditional. As of September 30, 2022 and December 31, 2021, receivables related to revenue from contracts with customers totaled $433,449 and $192,533, respectively, and were included in Receivables, net on the condensed consolidated balance sheets, net of current expected credit losses of $854 and $164, respectively. The increase in receivables outstanding is due to invoices from LNG cargo sales outstanding as of September 30, 2022, and the significant portion of the receivables have been settled subsequent to September 30, 2022. Other items included in Receivables, net not related to revenue from contracts with customers represent leases which are accounted for outside the scope of ASC 606 and receivables associated with reimbursable costs. The Company has recognized contract liabilities, comprised of unconditional payments due or paid under the contracts with customers prior to the Company’s satisfaction of the related performance obligations. The performance obligations are expected to be satisfied during the next 12 months, and the contract liabilities are classified within Other current liabilities on the condensed consolidated balance sheets. Contract assets are comprised of the transaction price allocated to completed performance obligations that will be billed to customers in subsequent periods. The contract liabilities and contract assets balances as of September 30, 2022 and December 31, 2021 are detailed below: September 30, 2022 December 31, 2021 Contract assets, net - current $ 7,923 $ 7,462 Contract assets, net - non-current 30,858 36,757 Total contract assets, net $ 38,781 $ 44,219 Contract liabilities $ 11,255 $ 2,951 Revenue recognized in the year from: Amounts included in contract liabilities at the beginning of the year $ 2,951 $ 8,028 Contract assets are presented net of expected credit losses of $291 and $442 as of September 30, 2022 and December 31, 2021, respectively. As of September 30, 2022 and December 31, 2021, contract assets was comprised of $38,500 and $43,839 of unbilled receivables, respectively, that represent unconditional rights to payment only subject to the passage of time. The Company has recognized costs to fulfill a contract with a significant customer, which primarily consist of expenses required to enhance resources to deliver under the agreement with the customer. As of September 30, 2022, the Company has capitalized $10,528 of which $604 of these costs is presented within Other current assets and $9,924 is presented within Other non-current assets on the condensed consolidated balance sheets. As of December 31, 2021, the Company had capitalized $10,981, of which $604 of these costs was presented within Other current assets and $10,377 was presented within Other non-current assets on the condensed consolidated balance sheets. In the first quarter of 2020, the Company began delivery under the agreement and started recognizing these costs on a straight-line basis over the expected term of the agreement. Transaction price allocated to remaining performance obligations 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 arrangements in which LNG, natural gas or outputs from the Company’s power generation facilities are sold on a “take-or-pay” basis whereby the customer is obligated to pay for the minimum guaranteed volumes even if it does not take delivery. The price under these agreements is typically based on a market index plus a fixed margin. The fixed transaction price allocated to the remaining performance obligations under these arrangements represents the fixed margin multiplied by the outstanding minimum guaranteed volumes. The Company expects to recognize this revenue over the following time periods. The pattern of recognition reflects the minimum guaranteed volumes in each period: Period Revenue Remainder of 2022 $ 68,608 2023 514,883 2024 511,208 2025 502,416 2026 500,277 Thereafter 8,101,814 Total $ 10,199,206 For all other sales contracts that have a term exceeding one year, the Company has elected the practical expedient in ASC 606 under which the Company does not disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. For these excluded contracts, the sources of variability are (a) the market index prices of natural gas used to price the contracts, and (b) the variation in volumes that may be delivered to the customer. Both sources of variability are expected to be resolved at or shortly before delivery of each unit of LNG, natural gas, power or steam. As each unit of LNG, natural gas, power or steam represents a separate performance obligation, future volumes are wholly unsatisfied. Lessor arrangements The Company’s vessel charters of LNG carriers and FSRUs can take the form of operating or finance leases. Property, plant and equipment subject to vessel charters accounted for as operating leases is included within Vessels within "Note 15. Property, plant and equipment, net." Vessels included in the Vessel Financing Transaction, including those vessels chartered to customers, continue to be recognized on the condensed consolidated balance sheet, and as such, the carrying amount of these vessels that are leased to customers under operating leases is as follows: September 30, 2022 December 31, 2021 Property, plant and equipment $ 1,292,957 $ 1,274,234 Accumulated depreciation (67,913) (31,849) Property, plant and equipment, net $ 1,225,044 $ 1,242,385 The components of lease income from vessel operating leases for the three and nine months ended September 30, 2022 and September 30, 2021 are shown below. As the Company has not recognized the sale of the vessels included in the Vessel Financing Transaction, the operating lease income below includes income of $43,416 from third-party charters of vessels included in the Vessel Financing Transaction which was recognized after the completion of the Vessel Financing Transaction. Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Operating lease income $ 83,188 $ 74,069 $ 235,092 $ 136,095 Variable lease income 8,238 3,096 19,470 4,466 Total operating lease income $ 91,426 $ 77,165 $ 254,562 $ 140,561 The Company’s charter of the Nanook to CELSE (defined below) and certain equipment leases provided in connection with the supply of natural gas or LNG are accounted for as finance leases. The Company recognized the sale of the net investment in the finance lease of the Nanook as part of the Vessel Financing Transaction. Proceeds of $593,000 were allocated to the sale of this financial asset, and upon derecognition of the finance lease, a loss of $14,598 was recognized as Other (income), net in the condensed consolidated statements of operations and comprehensive income (loss). Prior to the completion of the Vessel Financing Transaction, the Company recognized interest income of $5,517 and $28,643 for the three and nine months ended September 30, 2022, respectively, and $11,607 and $21,288 for the three and nine months ended September 30, 2021 related to the finance lease of the Nanook, which is included within Other revenue in the condensed consolidated statements of operations and comprehensive income (loss). Prior to the completion of the Vessel Financing Transaction, the Company recognized revenue of $1,434 and $5,852 for the three and nine months ended September 30, 2022, respectively, and $1,491 and $2,656 for the three and nine months ended September 30, 2021 related to the operation and services agreement and variable charter revenue within Vessel charter revenue in the condensed consolidated statements of operations and comprehensive income (loss). As of December 31, 2021, there were outstanding balances due from CELSE of $6,428 of which $4,371 was recognized in Receivables, net and a loan to CELSE of $2,057 was recognized in Prepaid expenses and other current assets, net on the condensed consolidated balance sheets. CELSE is an affiliate due to the equity method investment held in CELSE’s parent, CELSEPAR, and as such, these transactions and balances are related party in nature. Subsequent to the Vessel Financing Transaction, there is no outstanding balance due from CELSE. Subsequent to the Vessel Financing Transaction, all cash receipts on vessel charters, including the finance lease of the Nanook |
Leases, as lessee
Leases, as lessee | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases, as lessee | 8. Leases, as lessee The Company has operating leases primarily for the use of LNG vessels, marine port space, office space, land and equipment under non-cancellable lease agreements. The Company’s leases may include multiple optional renewal periods that are exercisable solely at the Company’s discretion. Renewal periods are included in the lease term when the Company is reasonably certain that the renewal options would be exercised, and the associated lease payments for such periods are reflected in the right-of-use asset and lease liability. The Company’s leases include fixed lease payments which may include escalation terms based on a fixed percentage or may vary based on an inflation index or other market adjustments. Escalations based on changes in inflation indices and market adjustments and other lease costs that vary based on the use of the underlying asset are not included as lease payments in the calculation of the lease liability or right-of-use asset; such payments are included in variable lease cost when the obligation that triggers the variable payment becomes probable. Variable lease cost includes contingent rent payments for office space based on the percentage occupied by the Company in addition to common area charges and other charges that are variable in nature. The Company also has a component of lease payments that are variable related to the LNG vessels, in which the Company may receive credits based on the performance of the LNG vessels during the period. As of September 30, 2022 and December 31, 2021, right-of-use assets, current lease liabilities and non-current lease liabilities consisted of the following: September 30, 2022 December 31, 2021 Operating right-of-use-assets $ 369,115 $ 285,751 Finance right-of-use-assets 22,373 23,912 Total right-of-use assets $ 391,488 $ 309,663 Current lease liabilities: Operating lease liabilities $ 47,517 $ 43,395 Finance lease liabilities 3,845 3,719 Total current lease liabilities $ 51,362 $ 47,114 Non-current lease liabilities: Operating lease liabilities $ 305,124 $ 219,189 Finance lease liabilities 12,144 14,871 Total non-current lease liabilities $ 317,268 $ 234,060 For the three and nine months ended September 30, 2022 and 2021, the Company’s operating lease cost recorded within the condensed consolidated statements of operations and comprehensive income (loss) were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Fixed lease cost $ 19,433 $ 9,450 $ 58,346 $ 30,231 Variable lease cost 622 221 1,558 1,417 Short-term lease cost 6,204 523 12,326 2,752 Lease cost - Cost of sales $ 23,438 $ 7,954 $ 64,453 $ 27,983 Lease cost - Operations and maintenance 1,066 486 2,675 1,592 Lease cost - Selling, general and administrative 1,755 1,754 5,102 4,825 For the three months ended September 30, 2022 and 2021, the Company has capitalized $4,005 and $5,297 of lease costs, respectively, and for the nine months ended September 30, 2022 and 2021, the Company has capitalized $15,220 and $8,809 of lease costs. Capitalized costs include of vessels and port space used during the commissioning of development projects in addition to short-term lease costs for vessels chartered by the Company to transport inventory from a supplier’s facilities to the Company’s storage locations which are capitalized to inventory. Beginning in the second quarter of 2021, leases for ISO tanks and a parcel of land that transfer the ownership in underlying assets to the Company at the end of the lease have commenced, and these leases are treated as finance leases. For the three and nine months ended September 30, 2022 and 2021, the Company’s finance interest expense and amortization recorded in Interest expense and Depreciation and amortization, respectively, within the condensed consolidated statements of operations and comprehensive income (loss) were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Interest expense related to finance leases $ 208 $ 202 $ 655 $ 202 Amortization of right-of-use asset related to finance leases 378 228 1,137 228 Cash paid for operating leases is reported in operating activities in the condensed consolidated statements of cash flows. Supplemental cash flow information related to leases was as follows for the nine months ended September 30, 2022 and 2021: Nine Months Ended September 30, 2022 2021 Operating cash outflows for operating lease liabilities $ 73,389 $ 26,905 Financing cash outflows for finance lease liabilities 3,654 1,092 Right-of-use assets obtained in exchange for new operating lease liabilities 135,075 7,377 Right-of-use assets obtained in exchange for new finance lease liabilities — 19,805 The future payments due under operating and finance leases as of September 30, 2022 are as follows: Operating Leases Financing Leases Due remainder of 2022 $ 19,113 $ 1,259 2023 73,702 4,362 2024 67,548 4,381 2025 59,090 4,381 2026 51,116 2,625 Thereafter 235,630 1,029 Total lease payments $ 506,199 $ 18,037 Less: effects of discounting 153,558 2,048 Present value of lease liabilities $ 352,641 $ 15,989 Current lease liability $ 47,517 $ 3,845 Non-current lease liability 305,124 12,144 As of September 30, 2022, the weighted average remaining lease term for operating leases was 8.5 years and finance leases was 4.5 years. Because the Company generally does not have access to the rate implicit in the lease, the incremental borrowing rate is utilized as the discount rate. The weighted average discount rate associated with operating leases as of September 30, 2022 and December 31, 2021 was 8.5% and 8.7%, respectively. The weighted average discount rate associated with finance leases as of both September 30, 2022 and December 31, 2021 was 5.1%. |
Leases, as lessee | 8. Leases, as lessee The Company has operating leases primarily for the use of LNG vessels, marine port space, office space, land and equipment under non-cancellable lease agreements. The Company’s leases may include multiple optional renewal periods that are exercisable solely at the Company’s discretion. Renewal periods are included in the lease term when the Company is reasonably certain that the renewal options would be exercised, and the associated lease payments for such periods are reflected in the right-of-use asset and lease liability. The Company’s leases include fixed lease payments which may include escalation terms based on a fixed percentage or may vary based on an inflation index or other market adjustments. Escalations based on changes in inflation indices and market adjustments and other lease costs that vary based on the use of the underlying asset are not included as lease payments in the calculation of the lease liability or right-of-use asset; such payments are included in variable lease cost when the obligation that triggers the variable payment becomes probable. Variable lease cost includes contingent rent payments for office space based on the percentage occupied by the Company in addition to common area charges and other charges that are variable in nature. The Company also has a component of lease payments that are variable related to the LNG vessels, in which the Company may receive credits based on the performance of the LNG vessels during the period. As of September 30, 2022 and December 31, 2021, right-of-use assets, current lease liabilities and non-current lease liabilities consisted of the following: September 30, 2022 December 31, 2021 Operating right-of-use-assets $ 369,115 $ 285,751 Finance right-of-use-assets 22,373 23,912 Total right-of-use assets $ 391,488 $ 309,663 Current lease liabilities: Operating lease liabilities $ 47,517 $ 43,395 Finance lease liabilities 3,845 3,719 Total current lease liabilities $ 51,362 $ 47,114 Non-current lease liabilities: Operating lease liabilities $ 305,124 $ 219,189 Finance lease liabilities 12,144 14,871 Total non-current lease liabilities $ 317,268 $ 234,060 For the three and nine months ended September 30, 2022 and 2021, the Company’s operating lease cost recorded within the condensed consolidated statements of operations and comprehensive income (loss) were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Fixed lease cost $ 19,433 $ 9,450 $ 58,346 $ 30,231 Variable lease cost 622 221 1,558 1,417 Short-term lease cost 6,204 523 12,326 2,752 Lease cost - Cost of sales $ 23,438 $ 7,954 $ 64,453 $ 27,983 Lease cost - Operations and maintenance 1,066 486 2,675 1,592 Lease cost - Selling, general and administrative 1,755 1,754 5,102 4,825 For the three months ended September 30, 2022 and 2021, the Company has capitalized $4,005 and $5,297 of lease costs, respectively, and for the nine months ended September 30, 2022 and 2021, the Company has capitalized $15,220 and $8,809 of lease costs. Capitalized costs include of vessels and port space used during the commissioning of development projects in addition to short-term lease costs for vessels chartered by the Company to transport inventory from a supplier’s facilities to the Company’s storage locations which are capitalized to inventory. Beginning in the second quarter of 2021, leases for ISO tanks and a parcel of land that transfer the ownership in underlying assets to the Company at the end of the lease have commenced, and these leases are treated as finance leases. For the three and nine months ended September 30, 2022 and 2021, the Company’s finance interest expense and amortization recorded in Interest expense and Depreciation and amortization, respectively, within the condensed consolidated statements of operations and comprehensive income (loss) were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Interest expense related to finance leases $ 208 $ 202 $ 655 $ 202 Amortization of right-of-use asset related to finance leases 378 228 1,137 228 Cash paid for operating leases is reported in operating activities in the condensed consolidated statements of cash flows. Supplemental cash flow information related to leases was as follows for the nine months ended September 30, 2022 and 2021: Nine Months Ended September 30, 2022 2021 Operating cash outflows for operating lease liabilities $ 73,389 $ 26,905 Financing cash outflows for finance lease liabilities 3,654 1,092 Right-of-use assets obtained in exchange for new operating lease liabilities 135,075 7,377 Right-of-use assets obtained in exchange for new finance lease liabilities — 19,805 The future payments due under operating and finance leases as of September 30, 2022 are as follows: Operating Leases Financing Leases Due remainder of 2022 $ 19,113 $ 1,259 2023 73,702 4,362 2024 67,548 4,381 2025 59,090 4,381 2026 51,116 2,625 Thereafter 235,630 1,029 Total lease payments $ 506,199 $ 18,037 Less: effects of discounting 153,558 2,048 Present value of lease liabilities $ 352,641 $ 15,989 Current lease liability $ 47,517 $ 3,845 Non-current lease liability 305,124 12,144 As of September 30, 2022, the weighted average remaining lease term for operating leases was 8.5 years and finance leases was 4.5 years. Because the Company generally does not have access to the rate implicit in the lease, the incremental borrowing rate is utilized as the discount rate. The weighted average discount rate associated with operating leases as of September 30, 2022 and December 31, 2021 was 8.5% and 8.7%, respectively. The weighted average discount rate associated with finance leases as of both September 30, 2022 and December 31, 2021 was 5.1%. |
Financial instruments
Financial instruments | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial instruments | 9. Financial instruments Interest rate and currency risk management In connection with the Mergers, the Company acquired an interest rate swap that GMLP used to reduce the risk associated with fluctuations in interest rates by converting floating rate interest obligations to fixed rates, which from an economic perspective hedges the interest rate exposure. During the second quarter of 2022, the Company entered into two foreign currency contingent, non-deliverable forwards to manage foreign currency impacts of the sale of its interest in CELSEPAR and CEBARRA; see discussion of the Sergipe Sale (all defined below) in Note 13. The forwards were designed to protect the Company's expected proceeds from currency translation loss. The Company does not hold or issue instruments for speculative purposes, and the counterparties to such contracts are major banking and financial institutions. Credit risk exists to the extent that the counterparties are unable to perform under the contracts; however, the Company does not anticipate non-performance by any counterparties. The following table summarizes the terms of the interest rate swap and the foreign currency forward purchase as of September 30, 2022 : Instrument Notional Amount Maturity Dates Fixed Forward Foreign Interest rate swap: Receiving floating, pay fixed $ 331,500 March 2026 2.86% N/A Foreign currency forward purchase R$ 2,700,000 February 2023 N/A Based on settlement date During the third quarter of 2022, in conjunction with the repayment of the Debenture Loan (defined below), the Company settled a cross-currency interest rate swap utilized to economically hedge against interest rate and foreign currency variability associated with this financing. The mark-to-market gain or loss on the interest rate swap and other derivative instruments that are not intended to mitigate commodity risk are reported in Other (income), net in the condensed consolidated statements of operations and comprehensive income (loss). Commodity risk management During the third quarter of 2022, the Company entered into a commodity swap transaction to swap market pricing exposure for a portion of January 2023 deliveries (approximately 1.5 TBtus) for a fixed price of $61.87 per MMBtu. The swap will settle in January 2023, and mark-to-market gains on this instrument have been recognized as a reduction to Cost of sales in the amount of $7,906. Fair value Fair value measurements and disclosures require the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize use of unobservable inputs. These inputs are prioritized as follows: • Level 1 – observable inputs such as quoted prices in active markets for identical assets or liabilities. • Level 2 – inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs. • Level 3 – unobservable inputs for which there is little or no market data and which require the Company to develop its own assumptions about how market participants price the asset or liability. The valuation techniques that may be used to measure fair value are as follows: • Market approach – uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. • Income approach – uses valuation techniques, such as the discounted cash flow technique, to convert future amounts to a single present amount based on current market expectations about those future amounts. • Cost approach – based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). The Company uses the market approach when valuing investment in equity securities which is recorded in Other non-current assets on the condensed consolidated balances sheets as of September 30, 2022. The Company uses the income approach when valuing the following financial instruments: ◦ Interest rate swap has been recorded within Other non-current assets, net on the condensed consolidated balance sheets as of September 30, 2022. ◦ The assets associated with the foreign currency forward purchase and the commodity swap are recorded within Prepaid expenses and other current assets on the condensed consolidated balance sheets as of September 30, 2022. ◦ Contingent consideration derivative liability – consideration due to the sellers in asset acquisitions when certain contingent events occur. The liability associated with these derivative liabilities is recorded within Other current liabilities and Other long-term liabilities on the condensed consolidated balance sheets as of September 30, 2022. The fair value of certain derivative instruments, including the interest rate swap and foreign currency forwards is estimated considering current interest rates, foreign exchange rates, closing quoted market prices and the creditworthiness of counterparties. The Company estimates fair value of the contingent consideration derivative liabilities and the equity agreement using a discounted cash flows method with discount rates based on the average yield curve for bonds with similar credit ratings and matching terms to the discount periods as well as a probability of the contingent events occurring. The following table presents the Company’s financial assets and financial liabilities, including those that are measured at fair value, as of September 30, 2022 and December 31, 2021: Level 1 Level 2 Level 3 Total September 30, 2022 Assets Investment in equity securities $ 8,475 $ — $ 7,678 $ 16,153 Interest rate swap — 12,293 — 12,293 Foreign currency forward purchase — — 20,394 20,394 Commodity swap — 7,906 — 7,906 Liabilities Contingent consideration derivative liabilities $ — $ — $ 46,203 $ 46,203 December 31, 2021 Assets Investment in equity securities $ 11,195 $ — $ 7,678 $ 18,873 Liabilities Contingent consideration derivative liabilities $ — $ — $ 48,849 $ 48,849 Cross-currency interest rate swap — 2,167 — 2,167 Interest rate swap — 19,762 — 19,762 The Company believes the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximated their fair value as of September 30, 2022 and December 31, 2021 and are classified as Level 1 within the fair value hierarchy. The table below summarizes the fair value adjustment to instruments measured at Level 3 in the fair value hierarchy, including the contingent consideration derivative liabilities and foreign currency forward purchase. These adjustments have been recorded within Other (income), net in the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Contingent consideration derivative liabilities - Fair value adjustment - loss (gain) $ 177 $ 155 $ 1,161 $ (558) Foreign currency forward purchase - (gain) (2,923) — (20,394) — During the nine months ended September 30, 2022 and 2021, the Company had no settlements of other financial instruments or any transfers in or out of Level 3 in the fair value hierarchy other than the settlement of the cross-currency interest rate swap. Under the Company’s interest rate swap, the Company is required to provide cash collateral, and as of September 30, 2022 and December 31, 2021, $2,500 and $12,500, respectively, of cash collateral is presented as restricted cash on the condensed consolidated balance sheets. The interest rate swap has a credit arrangement which requires the Company to provide cash collateral when the market value of the instrument falls below a specified threshold, up to $12,500. |
Restricted cash
Restricted cash | 9 Months Ended |
Sep. 30, 2022 | |
Restricted Cash [Abstract] | |
Restricted cash | 10. Restricted cash As of September 30, 2022 and December 31, 2021, restricted cash consisted of the following: September 30, 2022 December 31, 2021 Cash held by lessor VIEs $ — $ 35,651 Collateral for letters of credit and performance bonds 24,285 27,614 Collateral for interest rate swaps 2,500 12,500 Other restricted cash — 756 Total restricted cash $ 26,785 $ 76,521 Current restricted cash $ 24,204 $ 68,561 Non-current restricted cash 2,581 7,960 |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | 11. Inventory As of September 30, 2022 and December 31, 2021, inventory consisted of the following: September 30, 2022 December 31, 2021 LNG and natural gas inventory $ 33,823 $ 16,815 Automotive diesel oil inventory 7,906 4,789 Bunker fuel, materials, supplies and other 21,072 15,578 Total inventory $ 62,801 $ 37,182 Inventory is adjusted to the lower of cost or net realizable value each quarter. Changes in the value of inventory are recorded within Cost of sales in the condensed consolidated statements of operations and comprehensive income (loss). No adjustments were recorded during the nine months ended September 30, 2022 and 2021. |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid expenses and other current assets | 12. Prepaid expenses and other current assets As of September 30, 2022 and December 31, 2021, prepaid expenses and other current assets consisted of the following: September 30, 2022 December 31, 2021 Prepaid expenses $ 61,178 $ 19,951 Recoverable taxes 37,200 33,053 Derivative assets 28,300 — Due from affiliates 575 3,299 Other current assets 27,545 26,812 Total prepaid expenses and other current assets, net $ 154,798 $ 83,115 Prepaid expenses includes $37,115 of prepaid LNG inventory as of September 30, 2022; the Company did not have any prepaid LNG inventory as of December 31, 2021. Other current assets as of September 30, 2022 and December 31, 2021 primarily consists of deposits, as well as the current portion of contract assets (Note 7). |
Equity method investments
Equity method investments | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity method investments | 5. Vessel financing transaction On August 15, 2022, the Company and an affiliate of certain funds or investment vehicles managed by affiliates of Apollo Global Management, Inc., AP Neptune Holdings Ltd. ("Purchaser"), completed a sales and financing transaction resulting in cash proceeds of approximately $1.85 billion. This sales and financing transaction comprised (1) the formation of a limited liability company doing business as Energos Infrastructure ("Energos"), (2) the sale for cash of eight vessels, along with these vessels' owning and operating entities to the Purchaser, (3) the contribution of acquired vessel owning entities to Energos by the Purchaser and (4) the Company's contribution of three vessels, along with each vessels' owning and operating entities, to Energos in exchange for equity in Energos (the “Vessel Financing Transaction”). As a result of the Vessel Financing Transaction, the Company owns approximately a 20% equity interest in Energos, with the remaining interest owned by the Purchaser. The Company has accounted for the investment in Energos as an equity method investment; see Note 13 for further discussion of this investment. In connection with the Vessel Financing Transaction, the Company entered into long-term time charter agreements for periods of up to 20 years in respect of ten of the eleven vessels, the terms of which will commence upon the expiration of each vessel's existing third-party charter. Vessels chartered to the Company at the time of closing were classified as finance leases. These charters prevent the recognition of a sale of these ten vessels to Energos, and as such, proceeds associated with these ten vessels have been treated as failed sale leasebacks. These vessels continue to be recognized on the Company's consolidated balance sheet as Property, plant and equipment, and the Company has recognized the proceeds received from this failed sale leaseback financing as debt ("Vessel Financing Obligation"). Certain vessels included in the Vessel Financing Transaction are currently chartered to third parties under operating leases. The Company has guaranteed payments from the third-party charterers to Energos and will begin to charter the vessels immediately should the third- party charter terminate. As the Company has not recognized the sale of these vessels and proceeds received from the Vessel Financing Transaction are collateralized by the cash flows from these charters, revenue generated from these operating leases continues to be recognized as Vessel charter revenue; estimated costs of operating the vessels is included in Vessel operating expenses over the terms of the third-party charters. Cash flows from these third-party charters are included as part of debt service for the sale leaseback financing debt, and the Company will recognize additional financing costs within Interest expense, net. The Company has not entered into a charter agreement to leaseback the Nanook . The Nanook was previously accounted for as a finance lease; see Note 8 for discussion of derecognition of the finance lease upon the sale of this financial asset. A portion of proceeds received were utilized to extinguish certain debt, including the Vessel Term Loan (defined below) and the termination of lessor VIE arrangements (discussed in Note 6 below). Upon repayment, the Company recognized a loss on extinguishment of debt of $14,449; see Notes 6 and 20 below for further detail. 13. Equity method investments As a result of the Mergers, the Company acquired investments in Centrais Elétricas de Sergipe Participações S.A. (“CELSEPAR”) and Hilli LLC, both of which have been recognized as equity method investments. The Company has a 50% ownership interest in both entities. As part of the Vessel Financing Transaction, the Company contributed certain vessels to Energos in exchange for an equity interest, and this equity interest has been accounted for under the equity method. The Company has a 20% ownership interest in Energos. The investment in CELSEPAR is reflected in the Terminals and Infrastructure segment; the investments in Hilli LLC and Energos are reflected in the Ships segments. Changes in the balance of the Company’s equity method investments is as follows: September 30, 2022 Equity method investments as of December 31, 2021 $ 1,182,013 Capital contributions 133,314 Dividends (23,195) Equity in earnings of investees 14,781 Other-than-temporary impairment (369,207) Foreign currency translation adjustment 78,644 Equity method investments as of September 30, 2022 $ 1,016,350 Capital contributions primarily consisted of $129,517 of contribution of assets to Energos in conjunction with the Vessel Financing Transaction. The carrying amount of equity method investments as of September 30, 2022 is as follows: September 30, 2022 Hilli LLC $ 386,757 CELSEPAR 500,076 Energos 129,517 Total $ 1,016,350 As of September 30, 2022 and December 31, 2021, the carrying value of the Company’s equity method investments exceeded its proportionate share of the underlying net assets of its investees by $525,209 and $792,995, respectively, and the basis difference attributable to amortizable net assets is amortized to (Loss) income from equity method investments over the remaining estimated useful lives of the underlying assets. CELSEPAR As of September 30, 2022, CELSEPAR was jointly owned and operated with Ebrasil Energia Ltda. (“Ebrasil”), an affiliate of Eletricidade do Brasil S.A., and the Company accounted for this 50% investment using the equity method. CELSEPAR owns 100% of the share capital of Centrais Elétricas de Sergipe S.A. (“CELSE”), the owner and operator of the Sergipe Power Plant. On May 31, 2022, LNG Power Limited (“LNG Power”), an indirect subsidiary of NFE and direct owner of the CELSEPAR investment, and certain Ebrasil sellers as owners of CELSEPAR (together with LNG Power, the “Sergipe Sellers”), Eneva S.A., as purchaser ("Eneva") and Eletricidade do Brasil S.A. -- Ebrasil, entered into a Share Purchase Agreement pursuant to which Eneva agreed to acquire all of the outstanding shares of (a) CELSEPAR and (b) Centrais Elétricas Barra dos Coqueiros S.A. ("CEBARRA"), which owns 1.7 GW of expansion rights adjacent to the Sergipe Power Plant, for a purchase price of R$6.10 billion in cash (approximately $1.10 billion using the exchange rate as of September 30, 2022) (the “Sergipe Sale”). The purchase price payable by Eneva accrued interest at a rate of CDI + 1% from December 31, 2021 until the date of the closing and was subject to certain customary adjustments, including for the amount of any (a) distributions or payments to or for the benefit of Sergipe Sellers and their affiliates and liabilities incurred or assumed for the benefit of Sergipe Sellers or their affiliates, and (b) certain fees and expenses incurred by CELSEPAR and CEBARRA in connection with the Sergipe Sale. The Sergipe Sale was completed on October 3, 2022, and Eneva paid the Sergipe Sellers R$6.80 billion (approximately $1.30 billion using the exchange rate as of September 30, 2022), prior to the settlement of debt, settlement of other contractual liabilities and payment of transaction costs and consent fees at closing. LNG Power also entered into a foreign currency forward to mitigate foreign currency risk to the expected proceeds from the transaction, and this foreign currency forward settled at the time of the Sergipe Sale resulting in a gain of $20,394, recognized in Other (income), net in the condensed consolidated statements of operations and comprehensive income (loss). As a result of the announcement of the Sergipe Sale, the Company has recognized an other than temporary impairment ("OTTI") of the investment in CELSEPAR totaling $23,760 for the three months ended September 30, 2022 and $369,207 for the nine months ended September 30, 2022, and this loss was recognized in loss (income) from equity method investments in the condensed consolidated statements of operations and comprehensive income (loss). Nonrecurring, Level 2 inputs were used to estimate the fair value of the investment for the purpose of recognizing the OTTI. Hilli LLC The Company acquired 50% of the common units of Hilli LLC (“Hilli Common Units”) as part of the GMLP Merger. Hilli LLC owns Golar Hilli Corporation (“Hilli Corp”), the disponent owner of the Hilli . The Hilli is currently operating under an 8-year liquefaction tolling agreement (“LTA”) with Perenco Cameroon S.A. and Société Nationale des Hydrocarbures. The ownership interests in Hilli LLC are represented by three classes of units, Hilli Common Units, Series A Special Units and Series B Special Units. The Company did not acquire any of the Series A Special Units or Series B Special Units. The Company determined that Hilli LLC is a VIE, and the Company is not the primary beneficiary of Hilli LLC. Thus, Hilli LLC has not been consolidated into the financial statements. The Hilli Common Units provide the Company with significant influence over Hilli LLC and the investment in Hilli Common Units has been recognized as an equity method investment. Within 60 days after the end of each quarter, GLNG, the managing member of Hilli LLC, determines the amount of Hilli LLC’s available cash and appropriate reserves, and Hilli LLC makes a distribution to the unitholders of Hilli LLC of the available cash, subject to such reserves. Hilli LLC makes distributions when declared by GLNG, provided that no distributions may be made on the Hilli Common Units unless current and accumulated Series A Distributions and Series B Distributions have been paid. The Company is required to reimburse other investors in Hilli LLC or may receive reimbursements from other investors in Hilli LLC for 50% of the amount, if any, by which certain operating expenses and withholding taxes of Hilli LLC are above or below an annual threshold. During the three months ended September 30, 2022, distributions made by Hilli LLC included $2.0 million of operating expense reimbursements. Hilli Corp is a party to a Memorandum of Agreement, dated September 9, 2015, with Fortune Lianjiang Shipping S.A., a subsidiary of China State Shipbuilding Corporation (“Fortune”), pursuant to which Hilli Corp has sold to and leased back from Fortune the Hilli under a 10-year bareboat charter agreement (the “Hilli Leaseback”). The Hilli Leaseback provided post construction financing for the Hilli in the amount of $960 million. Under the Hilli Leaseback, Hilli Corp will pay to Fortune forty consecutive equal quarterly repayments of 1.375% of the construction cost, plus interest based on LIBOR plus a margin of 4.15%. As of September 30, 2022 the maximum exposure as a result of the Company’s ownership in the Hilli LLC is the carrying value of the equity method investment and the outstanding portion of the Hilli Leaseback which have been guaranteed by the Company. Energos |
Construction in progress
Construction in progress | 9 Months Ended |
Sep. 30, 2022 | |
Construction in progress [Abstract] | |
Construction in progress | 14. Construction in progress The Company’s construction in progress activity during the nine months ended September 30, 2022 is detailed below: September 30, 2022 Balance at beginning of period $ 1,043,883 Additions 888,042 Asset impairment expense (48,109) Impact of currency translation adjustment 5,617 Transferred to property, plant and equipment, net (54,144) Balance at end of period $ 1,835,289 Interest expense of $56,778 and $18,924, inclusive of amortized debt issuance costs and non-cash interest and financing costs associated with the Vessel Financing Transaction, was capitalized for the nine months ended September 30, 2022 and 2021, respectively. The Company has significant development activities in Latin America and for the Company's Fast LNG floating liquefaction solution, and the completion of such developments are subject to risks related to successful completion, including those related to government approvals, site identification, financing, construction permitting and contract compliance. The assets of CEBARRA primarily consist of construction in progress, and in conjunction with the Sergipe Sale, the assets of CEBARRA met the criteria to be presented as held for sale. These assets were measured at fair value, less costs to sell, upon classification to held for sale in the second quarter of 2022, and the Company recognized an impairment loss of $48,109 in Asset impairment expense |
Property, plant and equipment,
Property, plant and equipment, net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment, net | 15. Property, plant and equipment, net As of September 30, 2022 and December 31, 2021, the Company’s property, plant and equipment, net consisted of the following: September 30, 2022 December 31, 2021 Vessels $ 1,518,087 $ 1,461,211 Terminal and power plant equipment 217,543 206,889 CHP facilities 123,703 122,777 Gas terminals 170,726 167,614 ISO containers and other equipment 133,185 134,775 LNG liquefaction facilities 63,316 63,213 Gas pipelines 65,946 58,987 Land 51,639 55,008 Leasehold improvements 9,377 9,377 Accumulated depreciation (221,610) (141,915) Total property, plant and equipment, net $ 2,131,912 $ 2,137,936 The book value of the vessels that are recognized due to the failed sale leaseback in the Vessel Financing Transaction is $1,341,976. Depreciation expense for the three months ended September 30, 2022 and 2021 totaled $26,326 and $23,929, respectively, of which $222 and $322, respectively, is included within Cost of sales in the condensed consolidated statements of operations and comprehensive income (loss). Depreciation expense for the nine months ended September 30, 2022 and 2021 totaled $78,393 and $55,070, respectively, of which $749 and $898, respectively, is included within Cost of sales in the condensed consolidated statements of operations and comprehensive income (loss). |
Goodwill and intangible assets
Goodwill and intangible assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and intangible assets | 16. Goodwill and intangible assets Goodwill The following table summarizes the changes in the carrying amount of goodwill as of September 30, 2022 and December 31, 2021, all of which was included within the Terminals and Infrastructure segment. Goodwill Balance as of December 31, 2021 $ 760,135 Adjustment 18,353 Balance as of September 30, 2022 $ 778,488 Intangible assets The following table summarizes the composition of intangible assets as of September 30, 2022 and December 31, 2021: September 30, 2022 Gross Carrying Accumulated Currency Translation Net Carrying Weighted Definite-lived intangible assets Favorable vessel charter contracts $ 106,500 $ (55,600) $ — $ 50,900 3 Permits and development rights 48,217 (3,561) (5,512) 39,144 38 Easements 1,556 (282) — 1,274 30 Indefinite-lived intangible assets Easements 1,191 — (170) 1,021 n/a Total intangible assets $ 157,464 $ (59,443) $ (5,682) $ 92,339 December 31, 2021 Gross Carrying Accumulated Currency Translation Net Carrying Weighted Definite-lived intangible assets Favorable vessel charter contracts $ 106,500 $ (27,074) $ — $ 79,426 3 Permits and development rights 48,217 (3,311) (119) 44,787 38 Acquired power purchase agreements 16,585 (750) 406 16,241 17 Easements 1,556 (243) — 1,313 30 Indefinite-lived intangible assets Easements 1,191 — (14) 1,177 n/a Total intangible assets $ 174,049 $ (31,378) $ 273 $ 142,944 Amortization expense for the three months ended September 30, 2022 and 2021 was $9,287 and $7,334, respectively. Amortization expense for the nine months ended September 30, 2022 and 2021 was $27,589 and $13,550, respectively. Amortization expense is inclusive of reductions in expense for the amortization of unfavorable contract liabilities assumed in the Mergers. Intangible assets associated with the acquired power purchase agreements have been classified as held for sale as of September 30, 2022; no impairment loss was recognized upon classification as held for sale (See Note 17). |
Other non-current assets
Other non-current assets | 9 Months Ended |
Sep. 30, 2022 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Other non-current assets | 17. Other non-current assets As of September 30, 2022 and December 31, 2021, other non-current assets consisted of the following: September 30, 2022 December 31, 2021 Assets held for sale $ 41,744 $ — Contract assets, net (Note 7) 30,858 36,757 Investments in equity securities (Note 9) 16,153 18,873 Cost to fulfill (Note 7) 9,924 10,377 Upfront payments to customers 9,305 9,748 Other non-current assets 29,674 22,663 Total other non-current assets, net $ 137,658 $ 98,418 The Company recognized an unrealized loss of $1,629 and unrealized gain of $7,176 on its investments in equity securities for the three months ended September 30, 2022 and 2021, respectively, within Other (income), net in the condensed consolidated statements of operations and comprehensive income (loss). The Company recognized an unrealized loss of $2,720 and unrealized gain of $7,264 on its investments in equity securities for the nine months ended September 30, 2022 and 2021, respectively, within Other (income), net in the condensed consolidated statements of operations and comprehensive income (loss). Investments in equity securities include investments without a readily determinable fair value of $7,678 as of September 30, 2022 and December 31, 2021. Upfront payments to customers consist of amounts the Company has paid in relation to two natural gas sales contracts with customers to construct fuel-delivery infrastructure that the customers will own. Assets held for sale In the third quarter of 2022, NFE Brazil Holdings LLC ("Brazil Holdings"), a consolidated indirect subsidiary of NFE and indirect owner of Pecém and Muricy, and Centrais Elétricas de Pernambuco S.A. – EPESA (“EPESA”), entered into a Share Purchase Agreement pursuant to which Brazil Holdings agreed to sell 100% of the shares of Pecém and Muricy to EPESA, following an internal reorganization. The sale price includes cash consideration of BRL 58 million, adjusted based on inflation, satisfaction of milestones, certain reimbursements of liabilities and the rights to receivables upon certain circumstances. The sale of Pecém and Muricy is subject to regulatory approval as well as the customary terms and conditions and conditions precedent prior to closing. All assets and liabilities of Pecém and Muricy were classified as held for sale as of September 30, 2022; no impairment loss was recognized upon classification as held for sale. The assets and liabilities held for sale have not been classified as a separate financial statement line item on the condensed consolidated balance sheets and have been presented as other non-current assets and other long-term liabilities, respectively. Assets held for sale include a cash balance of $12,891, which has been included in the ending cash and cash equivalents on the condensed consolidated statement of cash flows. |
Accrued liabilities
Accrued liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued liabilities | 18. Accrued liabilities As of September 30, 2022 and December 31, 2021, accrued liabilities consisted of the following: September 30, 2022 December 31, 2021 Accrued development costs $ 160,961 $ 101,177 Accrued vessel operating and drydocking expenses — 12,767 Accrued interest 5,664 61,630 Accrued bonuses 26,181 27,591 Other accrued expenses 85,926 40,860 Total accrued liabilities $ 278,732 244,025 As of September 30, 2022, the balance presented as other accrued expenses includes accruals of $35,595 for inventory purchases completed in the third quarter of 2022. |
Other current liabilities
Other current liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other current liabilities | 19. Other current liabilities As of September 30, 2022 and December 31, 2021 , other current liabilities consisted of the following: September 30, 2022 December 31, 2021 Derivative liabilities $ 19,228 $ 41,815 Deferred revenue 16,666 28,662 Income tax payable 26,270 8,881 Due to affiliates 5,868 9,088 Other current liabilities 10,638 17,590 Total other current liabilities $ 78,670 $ 106,036 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 20. Debt As of September 30, 2022 and December 31, 2021, debt consisted of the following: September 30, 2022 December 31, 2021 Senior Secured Notes, due September 2025 $ 1,242,798 $ 1,241,196 Senior Secured Notes, due September 2026 1,480,574 1,477,512 Obligations under Vessel Financing Transaction, due August 2042 1,418,632 — Vessel Term Loan Facility, due September 2024 — 408,991 Debenture Loan, due September 2024 — 40,665 South Power 2029 Bonds, due May 2029 215,980 96,820 Barcarena Term Loan, due February 2024 97,303 — Revolving Facility — 200,000 Subtotal (excluding lessor VIE loans) $ 4,455,287 $ 3,465,184 CCBFL VIE loan: Golar Nanook SPV facility, due September 2030 — 186,638 COSCO VIE loan: Golar Penguin SPV facility, due December 2025 — 90,035 AVIC VIE loan: Golar Celsius SPV facility, due September 2023/May 2027 — 113,273 Total debt $ 4,455,287 $ 3,855,130 Current portion of long-term debt $ 58,188 $ 97,251 Long-term debt 4,397,099 3,757,879 Long-term debt is recorded at amortized cost on the condensed consolidated balance sheets. The fair value of the Company's long-term debt is $4,312,857 and $3,910,425 as of September 30, 2022 and December 31, 2021, respectively, and is classified as Level 2 within the fair value hierarchy. Our outstanding debt as of September 30, 2022 is repayable as follows: September 30, 2022 Due remainder of 2022 $ 16,597 2023 60,021 2024 168,234 2025 1,297,487 2026 1,560,897 Thereafter 1,394,461 Total debt $ 4,497,697 Less: deferred finance charges (42,410) Total debt, net deferred finance charges $ 4,455,287 The Company's future payments for obligations under the Vessel Financing Transaction include the expected carrying value of vessels that will be derecognized at the end of the lease term. The future payments also include third-party charter payments that will be received by Energos and included as part of debt service. The terms of the Company's debt instruments have been described in the Annual Report. Significant changes to the Company's outstanding debt are described below. Obligation under Vessel Financing Transaction In connection with the Vessel Financing Transaction (see discussion in Note 5), the Company entered into long-term time charter agreements for certain vessels. Vessels chartered to the Company at the time of closing were classified as finance leases. Additionally, the Company's charter of other certain vessels will commence only upon the expiration of the vessel's existing third-party charters. These forward starting charters prevented the recognition of a sale of the vessels to Energos. As such, the Company accounted for the Vessel Financing Transaction as a failed sale-leaseback and has recorded a financing obligation for consideration received from the Purchaser. The Company continues to be the owner for accounting purposes of vessels included Vessel Financing Transaction (except the Nanook ), and as such, the Company will recognize revenue and operating expenses related to vessels under charter to third parties. Revenue recognized from these third-party charters form a portion of the debt service for the financing obligation; the effective interest rate on this financing obligation of approximately 16% reflects the cash flows that Energos receives from these third-party charters . The lease terms for the charter agreements were for periods of up to 20 years. In connection with closing the Vessel Financing Transaction, the Company incurred $10,010 in origination, structuring and other fees, of which $3,006 was allocated to the sale of the Nanook and recognized as Other (income), net in the condensed consolidated statements of operations and comprehensive income (loss). Financing costs of $7,004 were allocated and deferred as a reduction of the principal balance of the financing obligation on the condensed consolidated balance sheets. Vessel Term Loan Facility On August 3, 2022, the Company exercised the accordion feature under the Vessel Term Loan Facility, drawing $115,000, increasing the total principal outstanding to $498,929. Net proceeds of $113,850 were received, and origination and other fees of $1,150 were deferred as a reduction to the balance of the Vessel Term Loan Facility. As part of the Vessel Financing Transaction, all amounts outstanding under the Vessel Term Loan Facility, including this additional principal draw, were repaid. Unamortized deferred financing costs of $5,367 were recognized as Loss on extinguishment of debt in the condensed consolidated statements of operations and comprehensive income (loss). Debenture Loan As part of the Hygo Merger, the Company assumed non-convertible Brazilian debentures due September 2024 (the “Debenture Loan”). As of June 30, 2022, BRL 197.1 million ($37.9 million) was outstanding. In the third quarter of 2022, the Company repaid the Debenture Loan; unamortized adjustments to the fair value of the Debenture Loan recognized as a result of the Mergers of $548 was recognized as Loss on extinguishment of debt, net in the condensed consolidated statement of operations and comprehensive income (loss). South Power 2029 Bonds In August 2021, NFE South Power Holdings Limited (“South Power”), a wholly owned subsidiary of NFE, entered into a financing agreement (“CHP Facility”), initially receiving approximately $100,000 . The CHP Facility was secured by a mortgage over the lease of the site on which the Company’s combined heat and power plant in Clarendon, Jamaica (“CHP Plant”) is located and related security. In January 2022, South Power and the counterparty to the CHP Facility agreed to rescind the CHP Facility and entered into an agreement for the issuance of secured bonds (“South Power 2029 Bonds”) and subsequently authorized the issuance of up to $285,000 in South Power 2029 Bonds. The South Power 2029 Bonds are secured by, amongst other things, the CHP Plant. Amounts outstanding at the time of the mutual rescission of the CHP Facility of $100,000 were credited towards the purchase price of the South Power 2029 Bonds. During the nine months ended September 30, 2022 , the Company issued $121,824, of South Power 2029 Bonds for a total amount outstanding of $221,824 as of September 30, 2022 . The South Power 2029 Bonds bear interest at an annual fixed rate of 6.50% and shall be repaid in quarterly installments beginning in August 2025 with the final repayment date in May 2029. Interest payments on outstanding principal balances are due quarterly. South Power is required to comply with certain financial covenants as well as customary affirmative and negative covenants. The South Power 2029 Bonds also provide for customary events of default, prepayment and cure provisions. The Company is in compliance with all covenants as of September 30, 2022. In conjunction with obtaining the CHP Facility, the Company incurred $3,243 in origination, structuring and other fees. The rescission of the CHP Facility and issuance of South Power 2029 Bonds was treated as a modification, and fees attributable to lenders that participated in the CHP Facility will be amortized over the life of the South Power 2029 Bonds; additional third-party fees associated with such lenders of $258 were recognized as expense in the first quarter of 2022. Additional fees for new lenders participating in the South Power 2029 Bonds were recognized as a reduction of the principal balance on the condensed consolidated balance sheets. As of September 30, 2022 and December 31, 2021, the remaining unamortized deferred financing costs for the CHP Facility was $5,844 and $3,180, respectively. Barcarena Term Loan In the third quarter of 2022, certain of the Company's indirect subsidiaries entered into a financing agreement to borrow up to $200,000 due upon maturity in February 2024 (the “Barcarena Term Loan”); proceeds will be utilized to fund construction of the Barcarena Power Plant. The initial principal balance funded was $100,238. Interest is due quarterly, and outstanding borrowings bear interest at a rate equal to Secured Overnight Financing Rate ("SOFR") plus 4.70%. Additionally, undrawn balances incur a commitment fee of 1.9%. No prepayment premiums are due for principal repayment made after April 2023; principal repayments prior to this date incur fees based on a declining schedule. The obligations under the Barcarena Term Loan are guaranteed by certain indirect Brazilian subsidiaries that are constructing the Barcarena Power Plant, and New Fortress Energy Inc. has provided a parent company guarantee. The Company is required to comply with customary affirmative and negative covenants, and the Barcarena Term Loan also provides for customary events of default, prepayment and cure provisions. The Company was in compliance with all covenants as of September 30, 2022. The Company incurred $3,334 of structuring and other fees, and such fees have been deferred as a reduction to the principal balance of the Barcarena Term Loan. Revolving Facility In April 2021, the Company entered into a $200,000 senior secured revolving credit facility (the "Revolving Facility"). The proceeds of the Revolving Facility may be used for working capital and other general corporate purposes (including permitted acquisitions and other investments). In February and May 2022, the Revolving Facility was amended to increase the borrowing capacity by $115,000 and $125,000 , respectively, for a total capacity under the Revolving Facility of $440,000. Letters of credit issued under the $100,000 letter of credit sub-facility may be used for general corporate purposes. The Revolving Facility will mature in 2026, with the potential for the Company to extend the maturity date once in a one-year increment. Borrowings under the Revolving Facility bear interest at a rate equal to SOFR plus 0.15% plus 2.50% if the usage under the Revolving Facility is equal to or less than 50% of the commitments under the Revolving Facility and SOFR plus 0.15% plus 2.75% if the usage under the Revolving Facility is in excess of 50% of the commitments under the Revolving Facility, subject in each case to a 0% SOFR floor. Borrowings under the Revolving Facility may be prepaid, at the option of the Company, at any time without premium. The obligations under the Revolving Facility are guaranteed by certain of the Company's subsidiaries. The Company incurred $5,398 in origination, structuring and other fees, associated with entry into the Revolving Facility. These costs have been capitalized within Other non-current assets on the condensed consolidated balance sheets. As of September 30, 2022 and December 31, 2021 , total remaining unamortized deferred financing costs for the Revolving Facility was $4,673 and $3,807, respectively. The Company is required to comply with covenants under the Revolving Facility and letter of credit facility, including requirements to maintain Debt to Capitalization Ratio of less than 0.7:1.0, and for quarters in which the Revolving Facility is greater than 50% drawn, the Debt to Annualized EBITDA Ratio must be less than 5.0:1.0 for fiscal quarters ending December 31, 2021 until September 30, 2023 and less than 4.0:1.0 for the fiscal quarter ended December 31, 2023. The Company was in compliance with all covenants as of September 30, 2022. VIE loans As part of the Vessel Financing Transaction, the Company exercised its option to repurchase the Penguin, Celsius, and Nanook vessels for a total payment of $380,176. After exercising the repurchase options, the Company no longer had a controlling financial interest in these VIEs and deconsolidated the VIEs. The Company has recognized a loss of $9,082 from exiting this financing arrangements in Loss on extinguishment of debt, net in the condensed consolidated statements of operations and comprehensive income (loss). Interest expense Interest and related amortization of debt issuance costs, premiums and discounts recognized during major development and construction projects are capitalized and included in the cost of the project. Interest expense, net of amounts capitalized, recognized for the three and nine months ended September 30, 2022 and 2021 consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Interest per contractual rates $ 88,080 $ 53,140 $ 204,091 $ 120,445 Amortization of debt issuance costs, premiums and discounts 2,583 13,917 8,376 6,034 Interest expense incurred on finance lease obligations 208 152 655 202 Total interest costs $ 90,871 $ 67,209 $ 213,122 $ 126,681 Capitalized interest 27,283 9,614 56,778 18,924 Total interest expense $ 63,588 $ 57,595 $ 156,344 $ 107,757 |
Income taxes
Income taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 21. Income Taxes The effective tax rate for the three months ended September 30, 2022 was 15.1%, compared to (24.8)% for the three months ended September 30, 2021. The total tax provision for the three months ended September 30, 2022 was $9,971 compared to a provision of $3,526 for the three months ended September 30, 2021. The effective tax rate for the nine months ended September 30, 2022 was 1,737.1%, compared to (13.6)% for the nine months ended September 30, 2021. The total tax benefit for the nine months ended September 30, 2022 was $126,249, compared to a provision of $7,058 for the nine months ended September 30, 2021. The calculation of the effective tax rate for the period after the Mergers includes income from equity method investments. The change to the effective tax rate for the three months ended September 30, 2022 resulted principally from excess tax benefits from stock compensation. For the three months ended September 30, 2022, the Company reflected windfall on stock compensation of $19,445. The change to the effective tax rate for the nine months ended September 30, 2022 resulted principally from the windfall on stock compensation, the remeasurement of the deferred income tax liability in conjunction with an internal reorganization and tax benefit associated with the OTTI of the investment in CELSEPAR. For the nine months ended September 30, 2022, the Company reflected excess tax benefits from stock compensation of $24,381. In the first quarter of 2022, the Company’s equity method investment in CELSEPAR was distributed to a subsidiary domiciled in the United Kingdom; the investment was previously held by a subsidiary domiciled in Brazil, and this reorganization resulted in a discrete tax benefit of $76,460. Additionally, in the second and third quarters of 2022, the Company recognized additional discrete benefits of $122,440, primarily due to OTTI, asset impairment expense and the impacts of changes in foreign currency exchange rates. This increase in tax benefit for the nine months ended September 30, 2022 was partially offset by an increase in pretax income for certain profitable operations, including GMLP and Hygo. The Company is treating the Vessel Financing Transaction as a sale and contribution to Energos of the vessels and related entities for tax purposes. The Company has recorded deferred tax assets and liabilities on the debt and vessels, respectively, and deferred gain on the appreciated vessels that were contributed to Energos, which is fully offset with a valuation allowance in the United States. As a result of the Vessel Financing Transaction, all income tax payables, deferred tax assets and liabilities, and uncertain tax positions associated with the vessels and entities were derecognized from the Company’s balance sheet. During the second quarter of 2021, the Company assumed a liability for tax contingencies in the Mergers primarily related to potential tax obligations for payments under certain charter agreements for acquired vessels; this liability was included in Other long-term liabilities on the condensed consolidated balance sheets. In addition to the liabilities for unrecognized income tax benefits assumed in the Mergers, the Company assumed liabilities related to potential employment tax obligations that are accounted for under ASC 450. Due to the Vessel Financing Transaction, such uncertain tax liabilities are no longer recognized on the Company’s condensed consolidated balance sheet. |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 22. Commitments and contingencies The Company may be subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. The Company does not believe that these proceedings, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows. |
Earnings per share
Earnings per share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 23. Earnings per share Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net income (loss) $ 56,231 $ (17,769) $ 118,981 $ (59,012) Net loss attributable to non-controlling interests 5,617 7,963 11,371 5,259 Net income (loss) attributable to Class A common stock $ 61,848 $ (9,806) $ 130,352 $ (53,753) Denominator: Weighted-average shares - basic 209,629,936 207,497,013 209,749,139 195,626,564 Net income (loss) per share - basic $ 0.30 $ (0.05) $ 0.62 $ (0.27) Weighted-average shares - diluted 209,800,427 207,497,013 209,869,058 195,626,564 Net income (loss) per share - diluted $ 0.29 $ (0.05) $ 0.62 $ (0.27) The following table presents potentially dilutive securities excluded from the computation of diluted net income per share for the periods presented because its effects would have been anti-dilutive. September 30, 2022 September 30, 2021 Unvested RSUs — 679,909 Shannon Equity Agreement shares 422,680 684,962 Total 422,680 1,364,871 The Company paid dividends of $62,092 and $59,013 during the nine months ended September 30, 2022 and 2021, respectively, representing $0.10 per Class A share. |
Share-based compensation
Share-based compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based compensation | 24. Share-based compensation Performance Share Units (“PSUs”) During the first quarter of 2021, the Company granted PSUs to certain employees and non-employees that contain a performance condition under the New Fortress Energy Inc. 2019 Omnibus Incentive Plan (the "2019 Plan"). Vesting is determined based on achievement of a performance metric for the year subsequent to the grant, and the number of shares that will vest can range from zero to a multiple of units granted. During the third quarter of 2022, the Company determined that it was probable that the 2021 Grant will vest at a multiple of one. Compensation cost for the service period since the grant date of $11,978 was recognized in the third quarter of 2022. PSUs Granted Units Granted Range of Vesting Units Vested / Probable of Vesting Unrecognized Compensation Cost (1) Weighted Average Q1 2021 ("2021 Grant") 400,507 0 to 801,014 343,248 15,942 0.25 years (1) Unrecognized compensation cost is based upon the maximum amount of shares that could vest. Restricted Stock Units ("RSUs") The Company has granted RSUs to select officers, employees, non-employee members of the board of directors and select non-employees under the 2019 Plan. The fair value of RSUs on the grant date is estimated based on the closing price of the underlying shares on the grant date and other fair value adjustments to account for a post-vesting holding period. These fair value adjustments were estimated based on the Finnerty model. The following table summarizes the RSU activity for the nine months ended September 30, 2022: Restricted Stock Weighted-average Non-vested RSUs as of December 31, 2021 676,338 $ 13.49 Granted 12,196 $ 29.89 Vested (688,534) $ 13.81 Forfeited — $ — Non-vested RSUs as of September 30, 2022 — $ — The following table summarizes the share-based compensation expense for the Company’s RSUs recorded for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Operations and maintenance $ — $ 207 $ 4 $ 641 Selling, general and administrative 1,440 1,355 2,674 4,304 Total share-based compensation expense $ 1,440 $ 1,562 $ 2,678 $ 4,945 As of September 30, 2022, all RSUs subject to service conditions have vested, and the Company has no unrecognized compensation cost. For both the three and nine months ended September 30, 2022, no cumulative compensation expense recognized for forfeited RSU awards was reversed. For the three and nine months ended September 30, 2021, cumulative compensation expense recognized for forfeited RSU awards of $116 and $173, respectively, was reversed. The Company recognizes the income tax benefits resulting from vesting of RSUs in the period of vesting, to the extent the compensation expense has been recognized. |
Related party transactions
Related party transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related party transactions | 25. Related party transactions Management services The Company is majority owned by Messrs. Edens (our chief executive officer and chairman of our Board of Directors) and Nardone (one of our Directors) who are currently employed by Fortress Investment Group LLC (“Fortress”). In the ordinary course of business, Fortress, through affiliated entities, charges the Company for administrative and general expenses incurred pursuant to its Administrative Services Agreement (“Administrative Agreement”). The charges under the Administrative Agreement that are attributable to the Company totaled $1,117 and $1,352 for the three months ended September 30, 2022 and 2021, respectively, and totaled $3,776 and $5,073 for the nine months ended September 30, 2022 and 2021, respectively. Costs associated with the Administrative Agreement are included within Selling, general and administrative in the condensed consolidated statements of operations and comprehensive income (loss). As of September 30, 2022 and December 31, 2021, $4,053 and $5,700 were due to Fortress, respectively. In addition to administrative services, an affiliate of Fortress owns and leases an aircraft chartered by the Company for business purposes in the course of operations. The Company incurred, at aircraft operator market rates, charter costs of $750 and $436 for the three months ended September 30, 2022 and 2021, respectively, and $2,897 and $3,385 for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022 and December 31, 2021, $704 and $944 was due to this affiliate, respectively. Land lease The Company has leased land from Florida East Coast Industries, LLC (“FECI”), which is controlled by funds managed by an affiliate of Fortress. The Company recognized expense related to the land lease of $103 and $ 103 during the three months ended September 30, 2022 and 2021, respectively, and $310 and $332 during the nine months ended September 30, 2022 and 2021, respectively, which was included within Operations and maintenance in the condensed consolidated statements of operations and comprehensive income (loss). As of September 30, 2022 and December 31, 2021, the Company has recorded a lease liability of $3,333 and $3,314, respectively, within Non-current lease liabilities on the condensed consolidated balance sheet. DevTech investment In August 2018, the Company entered into a consulting arrangement with DevTech Environment Limited (“DevTech”) to provide business development services to increase the customer base of the Company. DevTech also contributed cash consideration in exchange for a 10% interest in a consolidated subsidiary. The 10% interest is reflected as non-controlling interest in the Company’s condensed consolidated financial statements. DevTech purchased 10% of a note payable due to an affiliate of the Company. During the third quarter of 2021, the Company settled all outstanding amounts due under notes payable; the consulting agreement was also restructured to settle all previous amounts owed to DevTech and to include a royalty payment based on certain volumes sold in Jamaica. The Company paid $988 to settle these outstanding amounts. Subsequent to the restructuring of the consulting agreement, the Company recognized approximately $111 and $328 in expense for the three and nine months ended September 30, 2022, respectively. As of September 30, 2022 and December 31, 2021, $111 and $88 was due to DevTech, respectively. Fortress affiliated entities The Company provides certain administrative services to related parties including Fortress affiliated entities. There are no costs incurred by the Company as the Company is fully reimbursed for all costs incurred. Beginning in the fourth quarter of 2020, the Company began subleasing a portion of office space and related administrative services to an affiliate of an entity managed by Fortress. For the three months ended September 30, 2022 and 2021, $99 and $201 of rent and office related expenses were incurred by this affiliate, respectively. For the nine months ended September 30, 2022 and 2021, $491 and $595 of rent and office related expenses were incurred by this affiliate, respectively. As of September 30, 2022 and December 31, 2021, $575 and $1,241 were due from all Fortress affiliated entities, respectively. Additionally, an entity formerly affiliated with Fortress and currently owned by Messrs. Edens and Nardone provides certain administrative services to the Company, as well as providing office space under a month-to-month non-exclusive license agreement. The Company incurred rent and administrative expenses of approximately $663 and $571 for the three months ended September 30, 2022 and 2021, respectively, and $1,845 and $2,048 for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022 and December 31, 2021, $1,845 and $2,444 were due to Fortress affiliated entities, respectively. Hilli guarantees As part of the GMLP Merger, the Company assumed a guarantee (the “Partnership Guarantee”) of 50% of the outstanding principal and interest amounts payable by Hilli Corp under the Hilli Leaseback. The Company also assumed a guarantee of the letter of credit (“LOC Guarantee”) issued by a financial institution in the event of Hilli Corp’s underperformance or non-performance under the LTA. Under the LOC Guarantee, the Company is severally liable for any outstanding amounts that are payable, up to approximately $19,000. As of September 30, 2022, Company has guaranteed $331,500 under the Partnership Guarantee. Under the Partnership Guarantee and the LOC Guarantee NFE’s subsidiary, GMLP, is required to comply with the following covenants and ratios: • free liquid assets of at least $30 million throughout the Hilli Leaseback period; • a maximum net debt to EBITDA ratio for the previous 12 months of 6.5:1; and • a consolidated tangible net worth of $123.95 million. As of September 30, 2022, the fair value of debt guarantees after amortization of $3,549 has been presented within Other current liabilities on the condensed consolidated balance sheet. As of September 30, 2022, the Company was in compliance with the covenants and ratios for both Hilli guarantees. |
Segments
Segments | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segments | 26. Segments As of September 30, 2022, the Company operates in two reportable segments: Terminals and Infrastructure and Ships: • Terminals and Infrastructure includes the Company’s vertically integrated gas to power solutions, spanning the entire production and delivery chain from natural gas procurement and liquefaction to logistics, shipping, facilities and conversion or development of natural gas-fired power generation. Vessels that are utilized in the Company’s terminal or logistics operations are included in this segment. • Ships includes FSRUs and LNG carriers that are leased to customers under long-term or spot arrangements. FSRUs are stationed offshore for customer’s operations to regasify LNG; six of the Company's FSRUs are included in this segment. LNG carriers are vessels that transport LNG and are compatible with many LNG loading and receiving terminals globally. Five of the Company's LNG carriers are included in this segment. The Company’s investments in Hilli LLC and Energos are also included in the Ships segment. The CODM uses Segment Operating Margin to evaluate the performance of the segments and allocate resources. Segment Operating Margin is defined as the segment’s revenue less cost of sales less operations and maintenance less vessel operating expenses, excluding unrealized gains or losses to financial instruments recognized at fair value. Terminals and Infrastructure Segment Operating Margin includes our effective share of revenue, expenses and segment operating margin attributable to our 50% ownership of CELSEPAR. Ships Segment Operating Margin includes our effective share of revenue, expenses and operating margin attributable to our ownership of 50% of the common units of Hilli LLC. Management considers Segment Operating Margin to be the appropriate metric to evaluate and compare the ongoing operating performance of the Company’s segments on a consistent basis across reporting periods as it eliminates the effect of items which management does not believe are indicative of each segment’s operating performance. The table below presents segment information for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, 2022 (in thousands of $) Terminals and Infrastructure (1) Ships (2) Total Consolidation and Other (3) Consolidated Statement of operations: Total revenues $ 687,437 $ 111,660 $ 799,097 $ (67,167) $ 731,930 Cost of sales 402,458 — 402,458 (8,628) 393,830 Vessel operating expenses 3,431 23,799 27,230 (6,912) 20,318 Operations and maintenance 30,079 — 30,079 (8,046) 22,033 Segment Operating Margin $ 251,469 $ 87,861 $ 339,330 $ (43,581) $ 295,749 Balance sheet: Total assets (4) $ 5,366,730 $ 2,074,254 $ 7,440,984 $ — $ 7,440,984 Other segmental financial information: Capital expenditures (4)(5) $ 451,360 $ 12,690 $ 464,050 $ — $ 464,050 Nine Months Ended September 30, 2022 (in thousands of $) Terminals and Infrastructure (1) Ships (2) Total Consolidation and Other (3) Consolidated Statement of operations: Total revenues $ 1,711,241 $ 337,626 $ 2,048,867 $ (226,964) $ 1,821,903 Cost of sales 909,938 — 909,938 (35,409) 874,529 Vessel operating expenses 11,178 71,029 82,207 (20,297) 61,910 Operations and maintenance 89,861 — 89,861 (24,170) 65,691 Segment Operating Margin $ 700,264 $ 266,597 $ 966,861 $ (147,088) $ 819,773 Balance sheet: Total assets (4) $ 5,366,730 $ 2,074,254 $ 7,440,984 $ — $ 7,440,984 Other segmental financial information: Capital expenditures (4)(5) $ 890,558 $ 27,127 $ 917,685 $ — $ 917,685 Three Months Ended September 30, 2021 (in thousands of $) Terminals and Infrastructure (1) Ships (2) Total Segment Consolidation and Other (3) Consolidated Statement of operations: Total revenues $ 349,140 $ 116,050 $ 465,190 $ (160,534) $ 304,656 Cost of sales 206,131 — 206,131 (70,699) 135,432 Vessel operating expenses — 21,210 21,210 (5,909) 15,301 Operations and maintenance 27,371 — 27,371 (7,227) 20,144 Segment Operating Margin $ 115,638 $ 94,840 $ 210,478 $ (76,699) $ 133,779 Balance sheet: Total assets (4) $ 4,146,251 $ 2,518,836 $ 6,665,087 $ — $ 6,665,087 Other segmental financial information: Capital expenditures (4)(5) $ 292,982 $ 5,766 $ 298,748 $ — $ 298,748 Nine Months Ended September 30, 2021 (in thousands of $) Terminals and Infrastructure (1) Ships (2) Total Segment Consolidation and Other (3) Consolidated Statement of operations: Total revenues $ 676,372 $ 211,812 $ 888,184 $ (214,005) $ 674,179 Cost of sales 406,253 — 406,253 (72,720) 333,533 Vessel operating expenses — 41,385 41,385 (10,684) 30,701 Operations and maintenance 67,266 — 67,266 (12,306) 54,960 Segment Operating Margin $ 202,853 $ 170,427 $ 373,280 $ (118,295) $ 254,985 Balance sheet: Total assets (4) $ 4,146,251 $ 2,518,836 $ 6,665,087 $ — $ 6,665,087 Other segmental financial information: Capital expenditures (4)(5) $ 609,533 $ 6,799 $ 616,332 $ — $ 616,332 (1) Terminals and Infrastructure includes the Company’s effective share of revenues, expenses and operating margin attributable to 50% ownership of CELSEPAR. The losses attributable to the investment of $44,559 and $397,874 for the three and nine months ended September 30, 2022, respectively, and losses and earnings attributable to the investment of $27,792 and $656 for the three and nine months ended September 30, 2021, respectively, are reported in (Loss) income from equity method investments in the condensed consolidated statements of operations and comprehensive income (loss). (2) Ships includes the Company’s effective share of revenues, expenses and operating margin attributable to 50% ownership of the Hilli Common Units. The earnings attributable to the investment of $12,825 and $43,448 for the three and nine months ended September 30, 2022, respectively, and $11,809 and $22,302 for the three and nine months ended September 30, 2021, respectively, are reported in (Loss) income from equity method investments in the condensed consolidated statements of operations and comprehensive income (loss). (3) Consolidation and Other adjusts for the inclusion of the effective share of revenues, expenses and operating margin attributable to 50% ownership of CELSEPAR and Hilli Common Units in the segment measure and exclusion of the unrealized mark-to-market gain or loss on derivative instruments. (4) Total assets and capital expenditure by segment refers to assets held and capital expenditures related to the development of the Company’s terminals and vessels. The Terminals and Infrastructure segment includes the net book value of vessels utilized within the Terminals and Infrastructure segment. (5) Capital expenditures includes amounts capitalized to construction in progress and additions to property, plant and equipment during the period. Consolidated Segment Operating Margin is defined as net income (loss), adjusted for selling, general and administrative expenses, transaction and integration costs, depreciation and amortization, asset impairment expense, interest expense, other expense (income), (loss) income from equity method investments and tax provision (benefit). The following table reconciles Net income (loss) income, the most comparable financial statement measure, to Consolidated Segment Operating Margin: Three Months Ended September 30, Nine Months Ended September 30, (in thousands of $) 2022 2021 2022 2021 Net income (loss) $ 56,231 $ (17,769) $ 118,981 $ (59,012) Add: Selling, general and administrative 67,601 46,802 165,952 124,954 Transaction and integration costs 5,620 1,848 12,387 42,564 Depreciation and amortization 35,793 31,194 106,439 68,080 Asset impairment expense — — 48,109 — Interest expense 63,588 57,595 156,344 107,757 Other expense (income), net 10,214 (5,400) (31,613) (13,458) Loss on extinguishment of debt, net 14,997 — 14,997 — Tax provision (benefit) 9,971 3,526 (126,249) 7,058 Loss (income) from equity method investments 31,734 15,983 354,426 (22,958) Consolidated Segment Operating Margin $ 295,749 $ 133,779 $ 819,773 $ 254,985 |
Basis of presentation (Policies
Basis of presentation (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited interim condensed consolidated financial statements contained herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reflect all normal and recurring adjustments which are, in the opinion of management, necessary to provide a fair statement of the financial position, results of operations and cash flows of the Company for the interim periods presented. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual audited consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2021 (the "Annual Report"). Certain prior year amounts have been reclassified to conform to current year presentation. The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions, impacting the reported amounts of assets and liabilities, net earnings and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. Actual results could be different from these estimates. |
Adoption of New and Revised Standards | New standards, amendments and interpretations issued but not effective for the year beginning January 1, 2022: The Company has reviewed recently issued accounting pronouncements and concluded that such pronouncements are either not applicable to the Company or no material impact is expected in the consolidated financial statements as a result of future adoption. (b) New and amended standards adopted by the Company: In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. ASU 2020-06 requires entities to provide expanded disclosures about the terms and features of convertible instruments and amends certain guidance in ASC 260 on the computation of EPS for convertible instruments and contracts on an entity’s own equity. ASU 2020-06 is effective for public companies for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption of all amendments in the same period permitted. The adoption of this guidance in the first quarter of 2022 did not have a material impact on the Company’s financial position, results of operations or cash flows. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset Acquisition | Based on the closing price of NFE’s common stock on April 15, 2021, the total value of consideration in the Hygo Merger was $1.98 billion, shown as follows: Consideration As of Cash consideration for Hygo Preferred Shares $ 180,000 Cash consideration for Hygo Common Shares 400,000 Total Cash Consideration $ 580,000 Merger consideration to be paid in shares of NFE Common Stock 1,400,784 Total Non-Cash Consideration 1,400,784 Total Consideration $ 1,980,784 The consideration paid by the Company in the GMLP Merger was as follows: Consideration As of GMLP Common Units ($3.55 per unit x 69,301,636 units) $ 246,021 GMLP General Partner Interest ($3.55 per unit x 1,436,391 units) 5,099 Partnership Phantom Units ($3.55 per unit x 58,960 units) 209 Cash Consideration $ 251,329 GMLP debt repaid in acquisition 899,792 Total Cash Consideration 1,151,121 Cash settlement of preexisting relationship (3,978) Total Consideration $ 1,147,143 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The final adjusted fair values assigned to the assets acquired, liabilities assumed and non-controlling interests of Hygo as of the closing date were as follows: Hygo As of Assets Acquired Cash and cash equivalents $ 26,641 Restricted cash 48,183 Accounts receivable 5,126 Inventory 1,022 Other current assets 8,095 Construction in process 128,625 Property, plant and equipment, net 385,389 Equity method investments 823,521 Finance leases, net 601,000 Deferred tax assets, net 1,065 Other non-current assets 52,996 Total assets acquired: $ 2,081,663 Liabilities Assumed Current portion of long-term debt $ 38,712 Accounts payable 3,059 Accrued liabilities 39,149 Other current liabilities 13,495 Long-term debt 433,778 Deferred tax liabilities, net 275,410 Other non-current liabilities 21,520 Total liabilities assumed: 825,123 Non-controlling interest 38,306 Net assets acquired: 1,218,234 Goodwill $ 762,550 GMLP As of Assets Acquired Cash and cash equivalents $ 41,461 Restricted cash 24,816 Accounts receivable 3,195 Inventory 2,151 Other current assets 2,789 Equity method investments 355,500 Property, plant and equipment, net 1,063,215 Intangible assets, net 106,500 Deferred tax assets, net 963 Other non-current assets 4,400 Total assets acquired: $ 1,604,990 Liabilities Assumed Current portion of long-term debt $ 158,073 Accounts payable 3,019 Accrued liabilities 17,226 Other current liabilities 73,774 Deferred tax liabilities, net 14,907 Other non-current liabilities 10,630 Total liabilities assumed: 277,629 Non-controlling interest 196,156 Net assets to be acquired: 1,131,205 Goodwill $ 15,938 |
Business Acquisition, Pro Forma Information | The following table summarizes the unaudited pro forma condensed financial information of the Company as if the Mergers had occurred on January 1, 2020. Three Months Ended September 30, Nine Months Ended September 30, 2021 2021 Revenue $ 304,656 $ 780,875 Net income (loss) (8,994) (75,963) Net income (loss) attributable to stockholders (12,822) (95,954) |
Revenue recognition (Tables)
Revenue recognition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable | The contract liabilities and contract assets balances as of September 30, 2022 and December 31, 2021 are detailed below: September 30, 2022 December 31, 2021 Contract assets, net - current $ 7,923 $ 7,462 Contract assets, net - non-current 30,858 36,757 Total contract assets, net $ 38,781 $ 44,219 Contract liabilities $ 11,255 $ 2,951 Revenue recognized in the year from: Amounts included in contract liabilities at the beginning of the year $ 2,951 $ 8,028 |
Remaining Performance Obligations | The pattern of recognition reflects the minimum guaranteed volumes in each period: Period Revenue Remainder of 2022 $ 68,608 2023 514,883 2024 511,208 2025 502,416 2026 500,277 Thereafter 8,101,814 Total $ 10,199,206 |
Property, Plant and Equipment Subject to Operating Leases | Vessels included in the Vessel Financing Transaction, including those vessels chartered to customers, continue to be recognized on the condensed consolidated balance sheet, and as such, the carrying amount of these vessels that are leased to customers under operating leases is as follows: September 30, 2022 December 31, 2021 Property, plant and equipment $ 1,292,957 $ 1,274,234 Accumulated depreciation (67,913) (31,849) Property, plant and equipment, net $ 1,225,044 $ 1,242,385 |
Components of Lease Income | The components of lease income from vessel operating leases for the three and nine months ended September 30, 2022 and September 30, 2021 are shown below. As the Company has not recognized the sale of the vessels included in the Vessel Financing Transaction, the operating lease income below includes income of $43,416 from third-party charters of vessels included in the Vessel Financing Transaction which was recognized after the completion of the Vessel Financing Transaction. Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Operating lease income $ 83,188 $ 74,069 $ 235,092 $ 136,095 Variable lease income 8,238 3,096 19,470 4,466 Total operating lease income $ 91,426 $ 77,165 $ 254,562 $ 140,561 |
Leases, as lessee (Tables)
Leases, as lessee (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Right-of-use Assets, Current Lease Liabilities and Non-current Lease Liabilities | As of September 30, 2022 and December 31, 2021, right-of-use assets, current lease liabilities and non-current lease liabilities consisted of the following: September 30, 2022 December 31, 2021 Operating right-of-use-assets $ 369,115 $ 285,751 Finance right-of-use-assets 22,373 23,912 Total right-of-use assets $ 391,488 $ 309,663 Current lease liabilities: Operating lease liabilities $ 47,517 $ 43,395 Finance lease liabilities 3,845 3,719 Total current lease liabilities $ 51,362 $ 47,114 Non-current lease liabilities: Operating lease liabilities $ 305,124 $ 219,189 Finance lease liabilities 12,144 14,871 Total non-current lease liabilities $ 317,268 $ 234,060 |
Lease, Cost | For the three and nine months ended September 30, 2022 and 2021, the Company’s operating lease cost recorded within the condensed consolidated statements of operations and comprehensive income (loss) were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Fixed lease cost $ 19,433 $ 9,450 $ 58,346 $ 30,231 Variable lease cost 622 221 1,558 1,417 Short-term lease cost 6,204 523 12,326 2,752 Lease cost - Cost of sales $ 23,438 $ 7,954 $ 64,453 $ 27,983 Lease cost - Operations and maintenance 1,066 486 2,675 1,592 Lease cost - Selling, general and administrative 1,755 1,754 5,102 4,825 For the three and nine months ended September 30, 2022 and 2021, the Company’s finance interest expense and amortization recorded in Interest expense and Depreciation and amortization, respectively, within the condensed consolidated statements of operations and comprehensive income (loss) were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Interest expense related to finance leases $ 208 $ 202 $ 655 $ 202 Amortization of right-of-use asset related to finance leases 378 228 1,137 228 |
Supplemental Cash Flow Information Related to Leases | Cash paid for operating leases is reported in operating activities in the condensed consolidated statements of cash flows. Supplemental cash flow information related to leases was as follows for the nine months ended September 30, 2022 and 2021: Nine Months Ended September 30, 2022 2021 Operating cash outflows for operating lease liabilities $ 73,389 $ 26,905 Financing cash outflows for finance lease liabilities 3,654 1,092 Right-of-use assets obtained in exchange for new operating lease liabilities 135,075 7,377 Right-of-use assets obtained in exchange for new finance lease liabilities — 19,805 |
Future Payments Due under Operating and Financing Lease | The future payments due under operating and finance leases as of September 30, 2022 are as follows: Operating Leases Financing Leases Due remainder of 2022 $ 19,113 $ 1,259 2023 73,702 4,362 2024 67,548 4,381 2025 59,090 4,381 2026 51,116 2,625 Thereafter 235,630 1,029 Total lease payments $ 506,199 $ 18,037 Less: effects of discounting 153,558 2,048 Present value of lease liabilities $ 352,641 $ 15,989 Current lease liability $ 47,517 $ 3,845 Non-current lease liability 305,124 12,144 |
Financial instruments (Tables)
Financial instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Instrument Terms | The following table summarizes the terms of the interest rate swap and the foreign currency forward purchase as of September 30, 2022 : Instrument Notional Amount Maturity Dates Fixed Forward Foreign Interest rate swap: Receiving floating, pay fixed $ 331,500 March 2026 2.86% N/A Foreign currency forward purchase R$ 2,700,000 February 2023 N/A Based on settlement date As of September 30, 2022 and December 31, 2021, debt consisted of the following: September 30, 2022 December 31, 2021 Senior Secured Notes, due September 2025 $ 1,242,798 $ 1,241,196 Senior Secured Notes, due September 2026 1,480,574 1,477,512 Obligations under Vessel Financing Transaction, due August 2042 1,418,632 — Vessel Term Loan Facility, due September 2024 — 408,991 Debenture Loan, due September 2024 — 40,665 South Power 2029 Bonds, due May 2029 215,980 96,820 Barcarena Term Loan, due February 2024 97,303 — Revolving Facility — 200,000 Subtotal (excluding lessor VIE loans) $ 4,455,287 $ 3,465,184 CCBFL VIE loan: Golar Nanook SPV facility, due September 2030 — 186,638 COSCO VIE loan: Golar Penguin SPV facility, due December 2025 — 90,035 AVIC VIE loan: Golar Celsius SPV facility, due September 2023/May 2027 — 113,273 Total debt $ 4,455,287 $ 3,855,130 Current portion of long-term debt $ 58,188 $ 97,251 Long-term debt 4,397,099 3,757,879 Long-term debt is recorded at amortized cost on the condensed consolidated balance sheets. The fair value of the Company's long-term debt is $4,312,857 and $3,910,425 as of September 30, 2022 and December 31, 2021, respectively, and is classified as Level 2 within the fair value hierarchy. |
Fair Value, by Balance Sheet Grouping | The following table presents the Company’s financial assets and financial liabilities, including those that are measured at fair value, as of September 30, 2022 and December 31, 2021: Level 1 Level 2 Level 3 Total September 30, 2022 Assets Investment in equity securities $ 8,475 $ — $ 7,678 $ 16,153 Interest rate swap — 12,293 — 12,293 Foreign currency forward purchase — — 20,394 20,394 Commodity swap — 7,906 — 7,906 Liabilities Contingent consideration derivative liabilities $ — $ — $ 46,203 $ 46,203 December 31, 2021 Assets Investment in equity securities $ 11,195 $ — $ 7,678 $ 18,873 Liabilities Contingent consideration derivative liabilities $ — $ — $ 48,849 $ 48,849 Cross-currency interest rate swap — 2,167 — 2,167 Interest rate swap — 19,762 — 19,762 |
Gain (Loss) on Securities | The table below summarizes the fair value adjustment to instruments measured at Level 3 in the fair value hierarchy, including the contingent consideration derivative liabilities and foreign currency forward purchase. These adjustments have been recorded within Other (income), net in the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Contingent consideration derivative liabilities - Fair value adjustment - loss (gain) $ 177 $ 155 $ 1,161 $ (558) Foreign currency forward purchase - (gain) (2,923) — (20,394) — |
Restricted cash (Tables)
Restricted cash (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restricted Cash [Abstract] | |
Restricted Cash | As of September 30, 2022 and December 31, 2021, restricted cash consisted of the following: September 30, 2022 December 31, 2021 Cash held by lessor VIEs $ — $ 35,651 Collateral for letters of credit and performance bonds 24,285 27,614 Collateral for interest rate swaps 2,500 12,500 Other restricted cash — 756 Total restricted cash $ 26,785 $ 76,521 Current restricted cash $ 24,204 $ 68,561 Non-current restricted cash 2,581 7,960 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | As of September 30, 2022 and December 31, 2021, inventory consisted of the following: September 30, 2022 December 31, 2021 LNG and natural gas inventory $ 33,823 $ 16,815 Automotive diesel oil inventory 7,906 4,789 Bunker fuel, materials, supplies and other 21,072 15,578 Total inventory $ 62,801 $ 37,182 |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets, Net | As of September 30, 2022 and December 31, 2021, prepaid expenses and other current assets consisted of the following: September 30, 2022 December 31, 2021 Prepaid expenses $ 61,178 $ 19,951 Recoverable taxes 37,200 33,053 Derivative assets 28,300 — Due from affiliates 575 3,299 Other current assets 27,545 26,812 Total prepaid expenses and other current assets, net $ 154,798 $ 83,115 |
Equity method investments (Tabl
Equity method investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Changes in Equity Method Investments | Changes in the balance of the Company’s equity method investments is as follows: September 30, 2022 Equity method investments as of December 31, 2021 $ 1,182,013 Capital contributions 133,314 Dividends (23,195) Equity in earnings of investees 14,781 Other-than-temporary impairment (369,207) Foreign currency translation adjustment 78,644 Equity method investments as of September 30, 2022 $ 1,016,350 Capital contributions primarily consisted of $129,517 of contribution of assets to Energos in conjunction with the Vessel Financing Transaction. |
Equity Method Investments | The carrying amount of equity method investments as of September 30, 2022 is as follows: September 30, 2022 Hilli LLC $ 386,757 CELSEPAR 500,076 Energos 129,517 Total $ 1,016,350 |
Construction in progress (Table
Construction in progress (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Construction in progress [Abstract] | |
Construction in Progress Activity | The Company’s construction in progress activity during the nine months ended September 30, 2022 is detailed below: September 30, 2022 Balance at beginning of period $ 1,043,883 Additions 888,042 Asset impairment expense (48,109) Impact of currency translation adjustment 5,617 Transferred to property, plant and equipment, net (54,144) Balance at end of period $ 1,835,289 |
Property, plant and equipment_2
Property, plant and equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | As of September 30, 2022 and December 31, 2021, the Company’s property, plant and equipment, net consisted of the following: September 30, 2022 December 31, 2021 Vessels $ 1,518,087 $ 1,461,211 Terminal and power plant equipment 217,543 206,889 CHP facilities 123,703 122,777 Gas terminals 170,726 167,614 ISO containers and other equipment 133,185 134,775 LNG liquefaction facilities 63,316 63,213 Gas pipelines 65,946 58,987 Land 51,639 55,008 Leasehold improvements 9,377 9,377 Accumulated depreciation (221,610) (141,915) Total property, plant and equipment, net $ 2,131,912 $ 2,137,936 |
Goodwill and intangible assets
Goodwill and intangible assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes the changes in the carrying amount of goodwill as of September 30, 2022 and December 31, 2021, all of which was included within the Terminals and Infrastructure segment. Goodwill Balance as of December 31, 2021 $ 760,135 Adjustment 18,353 Balance as of September 30, 2022 $ 778,488 |
Composition of Intangible Assets | The following table summarizes the composition of intangible assets as of September 30, 2022 and December 31, 2021: September 30, 2022 Gross Carrying Accumulated Currency Translation Net Carrying Weighted Definite-lived intangible assets Favorable vessel charter contracts $ 106,500 $ (55,600) $ — $ 50,900 3 Permits and development rights 48,217 (3,561) (5,512) 39,144 38 Easements 1,556 (282) — 1,274 30 Indefinite-lived intangible assets Easements 1,191 — (170) 1,021 n/a Total intangible assets $ 157,464 $ (59,443) $ (5,682) $ 92,339 December 31, 2021 Gross Carrying Accumulated Currency Translation Net Carrying Weighted Definite-lived intangible assets Favorable vessel charter contracts $ 106,500 $ (27,074) $ — $ 79,426 3 Permits and development rights 48,217 (3,311) (119) 44,787 38 Acquired power purchase agreements 16,585 (750) 406 16,241 17 Easements 1,556 (243) — 1,313 30 Indefinite-lived intangible assets Easements 1,191 — (14) 1,177 n/a Total intangible assets $ 174,049 $ (31,378) $ 273 $ 142,944 |
Other non-current assets (Table
Other non-current assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Schedule of Other Assets, Noncurrent | As of September 30, 2022 and December 31, 2021, other non-current assets consisted of the following: September 30, 2022 December 31, 2021 Assets held for sale $ 41,744 $ — Contract assets, net (Note 7) 30,858 36,757 Investments in equity securities (Note 9) 16,153 18,873 Cost to fulfill (Note 7) 9,924 10,377 Upfront payments to customers 9,305 9,748 Other non-current assets 29,674 22,663 Total other non-current assets, net $ 137,658 $ 98,418 |
Accrued liabilities (Tables)
Accrued liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | As of September 30, 2022 and December 31, 2021, accrued liabilities consisted of the following: September 30, 2022 December 31, 2021 Accrued development costs $ 160,961 $ 101,177 Accrued vessel operating and drydocking expenses — 12,767 Accrued interest 5,664 61,630 Accrued bonuses 26,181 27,591 Other accrued expenses 85,926 40,860 Total accrued liabilities $ 278,732 244,025 |
Other current liabilities (Tabl
Other current liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | As of September 30, 2022 and December 31, 2021 , other current liabilities consisted of the following: September 30, 2022 December 31, 2021 Derivative liabilities $ 19,228 $ 41,815 Deferred revenue 16,666 28,662 Income tax payable 26,270 8,881 Due to affiliates 5,868 9,088 Other current liabilities 10,638 17,590 Total other current liabilities $ 78,670 $ 106,036 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt | The following table summarizes the terms of the interest rate swap and the foreign currency forward purchase as of September 30, 2022 : Instrument Notional Amount Maturity Dates Fixed Forward Foreign Interest rate swap: Receiving floating, pay fixed $ 331,500 March 2026 2.86% N/A Foreign currency forward purchase R$ 2,700,000 February 2023 N/A Based on settlement date As of September 30, 2022 and December 31, 2021, debt consisted of the following: September 30, 2022 December 31, 2021 Senior Secured Notes, due September 2025 $ 1,242,798 $ 1,241,196 Senior Secured Notes, due September 2026 1,480,574 1,477,512 Obligations under Vessel Financing Transaction, due August 2042 1,418,632 — Vessel Term Loan Facility, due September 2024 — 408,991 Debenture Loan, due September 2024 — 40,665 South Power 2029 Bonds, due May 2029 215,980 96,820 Barcarena Term Loan, due February 2024 97,303 — Revolving Facility — 200,000 Subtotal (excluding lessor VIE loans) $ 4,455,287 $ 3,465,184 CCBFL VIE loan: Golar Nanook SPV facility, due September 2030 — 186,638 COSCO VIE loan: Golar Penguin SPV facility, due December 2025 — 90,035 AVIC VIE loan: Golar Celsius SPV facility, due September 2023/May 2027 — 113,273 Total debt $ 4,455,287 $ 3,855,130 Current portion of long-term debt $ 58,188 $ 97,251 Long-term debt 4,397,099 3,757,879 Long-term debt is recorded at amortized cost on the condensed consolidated balance sheets. The fair value of the Company's long-term debt is $4,312,857 and $3,910,425 as of September 30, 2022 and December 31, 2021, respectively, and is classified as Level 2 within the fair value hierarchy. |
Schedule of Maturities of Long-term Debt | Our outstanding debt as of September 30, 2022 is repayable as follows: September 30, 2022 Due remainder of 2022 $ 16,597 2023 60,021 2024 168,234 2025 1,297,487 2026 1,560,897 Thereafter 1,394,461 Total debt $ 4,497,697 Less: deferred finance charges (42,410) Total debt, net deferred finance charges $ 4,455,287 |
Interest Expense | Interest expense, net of amounts capitalized, recognized for the three and nine months ended September 30, 2022 and 2021 consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Interest per contractual rates $ 88,080 $ 53,140 $ 204,091 $ 120,445 Amortization of debt issuance costs, premiums and discounts 2,583 13,917 8,376 6,034 Interest expense incurred on finance lease obligations 208 152 655 202 Total interest costs $ 90,871 $ 67,209 $ 213,122 $ 126,681 Capitalized interest 27,283 9,614 56,778 18,924 Total interest expense $ 63,588 $ 57,595 $ 156,344 $ 107,757 |
Earnings per share (Tables)
Earnings per share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net income (loss) $ 56,231 $ (17,769) $ 118,981 $ (59,012) Net loss attributable to non-controlling interests 5,617 7,963 11,371 5,259 Net income (loss) attributable to Class A common stock $ 61,848 $ (9,806) $ 130,352 $ (53,753) Denominator: Weighted-average shares - basic 209,629,936 207,497,013 209,749,139 195,626,564 Net income (loss) per share - basic $ 0.30 $ (0.05) $ 0.62 $ (0.27) Weighted-average shares - diluted 209,800,427 207,497,013 209,869,058 195,626,564 Net income (loss) per share - diluted $ 0.29 $ (0.05) $ 0.62 $ (0.27) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents potentially dilutive securities excluded from the computation of diluted net income per share for the periods presented because its effects would have been anti-dilutive. September 30, 2022 September 30, 2021 Unvested RSUs — 679,909 Shannon Equity Agreement shares 422,680 684,962 Total 422,680 1,364,871 |
Share-based compensation (Table
Share-based compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Nonvested Performance-based Units Activity | PSUs Granted Units Granted Range of Vesting Units Vested / Probable of Vesting Unrecognized Compensation Cost (1) Weighted Average Q1 2021 ("2021 Grant") 400,507 0 to 801,014 343,248 15,942 0.25 years (1) Unrecognized compensation cost is based upon the maximum amount of shares that could vest. |
RSU Activity | The following table summarizes the RSU activity for the nine months ended September 30, 2022: Restricted Stock Weighted-average Non-vested RSUs as of December 31, 2021 676,338 $ 13.49 Granted 12,196 $ 29.89 Vested (688,534) $ 13.81 Forfeited — $ — Non-vested RSUs as of September 30, 2022 — $ — |
Share-based Compensation Expense | The following table summarizes the share-based compensation expense for the Company’s RSUs recorded for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Operations and maintenance $ — $ 207 $ 4 $ 641 Selling, general and administrative 1,440 1,355 2,674 4,304 Total share-based compensation expense $ 1,440 $ 1,562 $ 2,678 $ 4,945 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | The table below presents segment information for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, 2022 (in thousands of $) Terminals and Infrastructure (1) Ships (2) Total Consolidation and Other (3) Consolidated Statement of operations: Total revenues $ 687,437 $ 111,660 $ 799,097 $ (67,167) $ 731,930 Cost of sales 402,458 — 402,458 (8,628) 393,830 Vessel operating expenses 3,431 23,799 27,230 (6,912) 20,318 Operations and maintenance 30,079 — 30,079 (8,046) 22,033 Segment Operating Margin $ 251,469 $ 87,861 $ 339,330 $ (43,581) $ 295,749 Balance sheet: Total assets (4) $ 5,366,730 $ 2,074,254 $ 7,440,984 $ — $ 7,440,984 Other segmental financial information: Capital expenditures (4)(5) $ 451,360 $ 12,690 $ 464,050 $ — $ 464,050 Nine Months Ended September 30, 2022 (in thousands of $) Terminals and Infrastructure (1) Ships (2) Total Consolidation and Other (3) Consolidated Statement of operations: Total revenues $ 1,711,241 $ 337,626 $ 2,048,867 $ (226,964) $ 1,821,903 Cost of sales 909,938 — 909,938 (35,409) 874,529 Vessel operating expenses 11,178 71,029 82,207 (20,297) 61,910 Operations and maintenance 89,861 — 89,861 (24,170) 65,691 Segment Operating Margin $ 700,264 $ 266,597 $ 966,861 $ (147,088) $ 819,773 Balance sheet: Total assets (4) $ 5,366,730 $ 2,074,254 $ 7,440,984 $ — $ 7,440,984 Other segmental financial information: Capital expenditures (4)(5) $ 890,558 $ 27,127 $ 917,685 $ — $ 917,685 Three Months Ended September 30, 2021 (in thousands of $) Terminals and Infrastructure (1) Ships (2) Total Segment Consolidation and Other (3) Consolidated Statement of operations: Total revenues $ 349,140 $ 116,050 $ 465,190 $ (160,534) $ 304,656 Cost of sales 206,131 — 206,131 (70,699) 135,432 Vessel operating expenses — 21,210 21,210 (5,909) 15,301 Operations and maintenance 27,371 — 27,371 (7,227) 20,144 Segment Operating Margin $ 115,638 $ 94,840 $ 210,478 $ (76,699) $ 133,779 Balance sheet: Total assets (4) $ 4,146,251 $ 2,518,836 $ 6,665,087 $ — $ 6,665,087 Other segmental financial information: Capital expenditures (4)(5) $ 292,982 $ 5,766 $ 298,748 $ — $ 298,748 Nine Months Ended September 30, 2021 (in thousands of $) Terminals and Infrastructure (1) Ships (2) Total Segment Consolidation and Other (3) Consolidated Statement of operations: Total revenues $ 676,372 $ 211,812 $ 888,184 $ (214,005) $ 674,179 Cost of sales 406,253 — 406,253 (72,720) 333,533 Vessel operating expenses — 41,385 41,385 (10,684) 30,701 Operations and maintenance 67,266 — 67,266 (12,306) 54,960 Segment Operating Margin $ 202,853 $ 170,427 $ 373,280 $ (118,295) $ 254,985 Balance sheet: Total assets (4) $ 4,146,251 $ 2,518,836 $ 6,665,087 $ — $ 6,665,087 Other segmental financial information: Capital expenditures (4)(5) $ 609,533 $ 6,799 $ 616,332 $ — $ 616,332 (1) Terminals and Infrastructure includes the Company’s effective share of revenues, expenses and operating margin attributable to 50% ownership of CELSEPAR. The losses attributable to the investment of $44,559 and $397,874 for the three and nine months ended September 30, 2022, respectively, and losses and earnings attributable to the investment of $27,792 and $656 for the three and nine months ended September 30, 2021, respectively, are reported in (Loss) income from equity method investments in the condensed consolidated statements of operations and comprehensive income (loss). (2) Ships includes the Company’s effective share of revenues, expenses and operating margin attributable to 50% ownership of the Hilli Common Units. The earnings attributable to the investment of $12,825 and $43,448 for the three and nine months ended September 30, 2022, respectively, and $11,809 and $22,302 for the three and nine months ended September 30, 2021, respectively, are reported in (Loss) income from equity method investments in the condensed consolidated statements of operations and comprehensive income (loss). (3) Consolidation and Other adjusts for the inclusion of the effective share of revenues, expenses and operating margin attributable to 50% ownership of CELSEPAR and Hilli Common Units in the segment measure and exclusion of the unrealized mark-to-market gain or loss on derivative instruments. (4) Total assets and capital expenditure by segment refers to assets held and capital expenditures related to the development of the Company’s terminals and vessels. The Terminals and Infrastructure segment includes the net book value of vessels utilized within the Terminals and Infrastructure segment. (5) Capital expenditures includes amounts capitalized to construction in progress and additions to property, plant and equipment during the period. |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | The following table reconciles Net income (loss) income, the most comparable financial statement measure, to Consolidated Segment Operating Margin: Three Months Ended September 30, Nine Months Ended September 30, (in thousands of $) 2022 2021 2022 2021 Net income (loss) $ 56,231 $ (17,769) $ 118,981 $ (59,012) Add: Selling, general and administrative 67,601 46,802 165,952 124,954 Transaction and integration costs 5,620 1,848 12,387 42,564 Depreciation and amortization 35,793 31,194 106,439 68,080 Asset impairment expense — — 48,109 — Interest expense 63,588 57,595 156,344 107,757 Other expense (income), net 10,214 (5,400) (31,613) (13,458) Loss on extinguishment of debt, net 14,997 — 14,997 — Tax provision (benefit) 9,971 3,526 (126,249) 7,058 Loss (income) from equity method investments 31,734 15,983 354,426 (22,958) Consolidated Segment Operating Margin $ 295,749 $ 133,779 $ 819,773 $ 254,985 |
Organization (Details)
Organization (Details) | 9 Months Ended |
Sep. 30, 2022 Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 2 |
Acquisitions - Narrative, Hygo
Acquisitions - Narrative, Hygo (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Apr. 15, 2021 USD ($) Carrier GW shares | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) Project | Sep. 30, 2021 USD ($) | |
Business Acquisition [Line Items] | |||||
Cash consideration | $ 0 | $ 1,586,042 | |||
Operating revenue | $ 632,684 | $ 188,389 | 1,529,999 | 382,421 | |
Net income (loss) attributable to stockholders | $ 61,848 | $ (9,806) | $ 130,352 | $ (53,753) | |
Hygo Merger Agreement | |||||
Business Acquisition [Line Items] | |||||
Equity method investments, power plant energy | GW | 1.5 | ||||
Cash consideration | $ 580,000 | ||||
Number of gas-to-power projects | Project | 3 | ||||
Number of carries acquired | Carrier | 2 | ||||
Non-controlling interest | $ 38,306 | ||||
Fair value of receivables | $ 8,009 | ||||
Operating revenue | $ 64,759 | ||||
Net income (loss) attributable to stockholders | $ (257,434) | ||||
Hygo Merger Agreement | GLNG | |||||
Business Acquisition [Line Items] | |||||
Percentage of interest acquired in power plant | 50% | ||||
Hygo Merger Agreement | Stonepeak | |||||
Business Acquisition [Line Items] | |||||
Percentage of interest acquired in power plant | 50% | ||||
Hygo Merger Agreement | Class A Shares | |||||
Business Acquisition [Line Items] | |||||
Total non-cash consideration (in shares) | shares | 31,372,549 | ||||
Sergipe Facility | |||||
Business Acquisition [Line Items] | |||||
Percentage of interest acquired in power plant | 50% |
Acquisitions - Consideration, H
Acquisitions - Consideration, Hygo (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Apr. 15, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | |||
Cash consideration | $ 0 | $ 1,586,042 | |
Hygo Merger Agreement | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 580,000 | ||
Total Non-Cash Consideration | 1,400,784 | ||
Total Consideration | 1,980,784 | ||
Hygo Merger Agreement | Preferred Stock | |||
Business Acquisition [Line Items] | |||
Cash consideration | 180,000 | ||
Hygo Merger Agreement | Class A common stock | |||
Business Acquisition [Line Items] | |||
Cash consideration | 400,000 | ||
Total Non-Cash Consideration | $ 1,400,784 |
Acquisitions - Assets Acquired
Acquisitions - Assets Acquired and Liabilities Assumed, Hygo (Details) - Hygo Merger $ in Thousands | Apr. 15, 2021 USD ($) |
Assets Acquired | |
Cash and cash equivalents | $ 26,641 |
Restricted cash | 48,183 |
Accounts receivable | 5,126 |
Inventory | 1,022 |
Other current assets | 8,095 |
Construction in process | 128,625 |
Property, plant and equipment, net | 385,389 |
Equity method investments | 823,521 |
Finance leases, net | 601,000 |
Deferred tax assets, net | 1,065 |
Other non-current assets | 52,996 |
Total assets acquired: | 2,081,663 |
Liabilities Assumed | |
Current portion of long-term debt | 38,712 |
Accounts payable | 3,059 |
Accrued liabilities | 39,149 |
Other current liabilities | 13,495 |
Long-term debt | 433,778 |
Deferred tax liabilities, net | 275,410 |
Other non-current liabilities | 21,520 |
Total liabilities assumed: | 825,123 |
Non-controlling interest | 38,306 |
Net assets acquired: | 1,218,234 |
Goodwill | $ 762,550 |
Acquisitions - Narrative, GMLP
Acquisitions - Narrative, GMLP (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Apr. 15, 2021 USD ($) Carrier Fleet $ / shares | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) Carrier | Sep. 30, 2021 USD ($) | |
Business Acquisition [Line Items] | ||||||
Number of other FSRU fleet acquired | Fleet | 6 | |||||
Number of LNG carriers acquired | Carrier | 4 | 5 | ||||
Transaction and integration costs | $ 5,620 | $ 1,848 | $ 12,387 | $ 42,564 | ||
Operating revenue | 632,684 | 188,389 | 1,529,999 | 382,421 | ||
Net income (loss) attributable to stockholders | $ 61,848 | $ (9,806) | $ 130,352 | $ (53,753) | ||
GMLP Merger Agreement | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, share price (in USD per share) | $ / shares | $ 3.55 | |||||
Payments to acquire business | $ 1,151,121 | |||||
Non-controlling interest | 196,156 | |||||
Fair value of receivables | 4,797 | |||||
Weighted average amortization period | 3 years | |||||
Transaction and integration costs | $ 3,978 | |||||
Operating revenue | $ 172,355 | |||||
Net income (loss) attributable to stockholders | $ 127,764 | |||||
GMLP Merger Agreement | Favorable Leases | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets acquired | 106,500 | |||||
Weighted average amortization period | 3 years | |||||
GMLP Merger Agreement | Unfavorable Leases | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 13,400 | |||||
Weighted average amortization period | 1 year |
Acquisitions - Consideration, G
Acquisitions - Consideration, GMLP (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Apr. 15, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | |||
Cash Consideration | $ 0 | $ 1,586,042 | |
GMLP Merger Agreement | |||
Business Acquisition [Line Items] | |||
Cash Consideration | $ 251,329 | ||
GMLP debt repaid in acquisition | 899,792 | ||
Total Cash Consideration | 1,151,121 | ||
Cash settlement of preexisting relationship | (3,978) | ||
Total Consideration | $ 1,147,143 | ||
Business acquisition, share price (in USD per share) | $ 3.55 | ||
GMLP Merger Agreement | Common Units | |||
Business Acquisition [Line Items] | |||
Cash Consideration | $ 246,021 | ||
Business acquisition, share price (in USD per share) | $ 3.55 | ||
Total non-cash consideration (in shares) | 69,301,636 | ||
GMLP Merger Agreement | General Partner Interest | |||
Business Acquisition [Line Items] | |||
Cash Consideration | $ 5,099 | ||
Business acquisition, share price (in USD per share) | $ 3.55 | ||
Total non-cash consideration (in shares) | 1,436,391 | ||
GMLP Merger Agreement | Partnership Phantom Units | |||
Business Acquisition [Line Items] | |||
Cash Consideration | $ 209 | ||
Business acquisition, share price (in USD per share) | $ 3.55 | ||
Total non-cash consideration (in shares) | 58,960 |
Acquisitions - Assets Acquire_2
Acquisitions - Assets Acquired and Liabilities Assumed, GMLP (Details) - GMLP Merger $ in Thousands | Apr. 15, 2021 USD ($) |
Assets Acquired | |
Cash and cash equivalents | $ 41,461 |
Restricted cash | 24,816 |
Accounts receivable | 3,195 |
Inventory | 2,151 |
Other current assets | 2,789 |
Equity method investments | 355,500 |
Property, plant and equipment, net | 1,063,215 |
Intangible assets, net | 106,500 |
Deferred tax assets, net | 963 |
Other non-current assets | 4,400 |
Total assets acquired: | 1,604,990 |
Liabilities Assumed | |
Current portion of long-term debt | 158,073 |
Accounts payable | 3,019 |
Accrued liabilities | 17,226 |
Other current liabilities | 73,774 |
Deferred tax liabilities, net | 14,907 |
Other non-current liabilities | 10,630 |
Total liabilities assumed: | 277,629 |
Non-controlling interest | 196,156 |
Net assets acquired: | 1,131,205 |
Goodwill | $ 15,938 |
Acquisitions - Pro Forma (Detai
Acquisitions - Pro Forma (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenue | $ 304,656 | $ 780,875 |
Net income (loss) | (8,994) | (75,963) |
Net income (loss) attributable to stockholders | $ (12,822) | $ (95,954) |
Acquisitions - Pro Forma Narrat
Acquisitions - Pro Forma Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Asset Acquisition [Line Items] | ||||
Net income (loss) attributable to stockholders | $ 61,848 | $ (9,806) | $ 130,352 | $ (53,753) |
Acquisition-related Costs | ||||
Asset Acquisition [Line Items] | ||||
Net income (loss) attributable to stockholders | $ 0 | $ 37,508 |
Acquisitions - Asset Acquisitio
Acquisitions - Asset Acquisitions Narrative (Details) - USD ($) $ in Thousands | Mar. 11, 2021 | Jan. 12, 2021 |
CH4 Energia Ltda. | ||
Asset Acquisition [Abstract] | ||
Percentage of outstanding shares acquired | 100% | |
Cash consideration at date of merger | $ 903 | |
Maximum future payments contingent on achieving certain construction milestones | 3,600 | |
Fair value of contingent payments | 3,047 | |
Acquisition related costs | 295 | |
Total purchase consideration | 5,776 | |
Deferred tax liability recognized on acquisition | $ 1,531 | |
Pecem Energia S.A. and Energetica Camacari Muricy II S.A. | ||
Asset Acquisition [Abstract] | ||
Cash consideration at date of merger | $ 8,041 | |
Maximum future payments contingent on achieving certain construction milestones | 10,500 | |
Fair value of contingent payments | 7,473 | |
Acquisition related costs | 1,275 | |
Total purchase consideration | $ 16,585 | |
Term of power purchase agreements | 15 years | |
Maximum future payments payable to shareholders | $ 4,600 | |
Pecem Energia S.A. | ||
Asset Acquisition [Abstract] | ||
Percentage of outstanding shares acquired | 100% | |
Energetica Camacari Muricy II S.A. | ||
Asset Acquisition [Abstract] | ||
Percentage of outstanding shares acquired | 100% |
Vessel Financing Transaction (D
Vessel Financing Transaction (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Aug. 15, 2022 USD ($) Vessel | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||||
Purchase agreement, consideration received | $ | $ 1,850,000 | ||||
Number of vessels sold | 8 | ||||
Number of additional vessels contributed | 3 | ||||
Number of vessels subject to long term charter agreements | 10 | ||||
Number of vessels | 11 | ||||
Loss on extinguishment of debt, net | $ | $ 14,997 | $ 0 | $ 14,997 | $ 0 | |
Vessel Term Loan And VIE Arrangements | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Loss on extinguishment of debt, net | $ | $ 14,449 | ||||
Vessels | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Lessee, finance lease, term of contract | 20 years | ||||
Energos Infrastructure | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership interest acquired | 20% |
VIEs - Narrative (Details)
VIEs - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) arrangement Vessel | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) arrangement Vessel | Sep. 30, 2021 USD ($) | |
Variable Interest Entity [Line Items] | ||||
Number of vessels leased | Vessel | 4 | 4 | ||
Number of vessels terminated | arrangement | 3 | 3 | ||
Addition to interest expenses | $ 1,977 | $ 15,263 | $ 6,348 | $ 8,628 |
Loss on extinguishment of debt, net | 14,997 | 0 | 14,997 | 0 |
Variable interest entity, net cash provided by (used in) financing activities | 8,337 | 21,061 | ||
Dividends payable | 4 | $ 4 | ||
Variable interest entity liabilities assumed and amortization of premium | 11,500 | 1,843 | ||
Variable Interest Entity, Addition to Interest Expense, Debt | $ 3,713 | $ 6,785 | ||
Variable Interest Entity, Primary Beneficiary [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Loss on extinguishment of debt, net | $ 9,082 |
Revenue recognition - Narrative
Revenue recognition - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||
Operating revenue | $ 632,684 | $ 188,389 | $ 1,529,999 | $ 382,421 | |
Receivables, revenue from contracts with customers | 433,449 | 433,449 | $ 192,533 | ||
Accounts receivable, allowance for credit loss, current | 854 | 854 | 164 | ||
Contract with customer, receivable, after allowance for credit loss | 291 | 291 | 442 | ||
Unbilled receivables net of current expected credit losses | 38,500 | 38,500 | 43,839 | ||
Capitalized contract cost, net | 10,528 | 10,528 | 10,981 | ||
Other current assets | 604 | 604 | 604 | ||
Other noncurrent assets | 9,924 | 9,924 | 10,377 | ||
Revenue from third party charters | 43,416 | ||||
Proceeds from sale of other assets | 593,000 | ||||
Derecognition of lease, loss | 14,598 | 14,598 | |||
Direct financing lease, interest income | 5,517 | 11,607 | 28,643 | 21,288 | |
Vessel charter revenue | 92,860 | 78,656 | 260,414 | 143,217 | |
Receivables, net | 438,440 | 438,440 | 208,499 | ||
Due from affiliates | 575 | 575 | 3,299 | ||
Cargo Sales | |||||
Disaggregation of Revenue [Line Items] | |||||
Operating revenue | 350,550 | 32,605 | 944,751 | 32,605 | |
CELSE | |||||
Disaggregation of Revenue [Line Items] | |||||
Vessel charter revenue | $ 1,434 | $ 1,491 | $ 5,852 | $ 2,656 | |
Due from affiliates | 6,428 | ||||
Receivables, net | 4,371 | ||||
Due from affiliates | $ 2,057 |
Revenue recognition - Contract
Revenue recognition - Contract Liabilities and Contract Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Contract assets, net - current | $ 7,923 | $ 7,462 |
Contract assets, net - non-current | 30,858 | 36,757 |
Total contract assets, net | 38,781 | 44,219 |
Contract liabilities | 11,255 | 2,951 |
Revenue recognized in the year from: | ||
Amounts included in contract liabilities at the beginning of the year | $ 2,951 | $ 8,028 |
Revenue recognition - Performan
Revenue recognition - Performance Obligation (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 10,199,206 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 68,608 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 514,883 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 511,208 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 502,416 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 500,277 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 8,101,814 |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
Revenue recognition - Carrying
Revenue recognition - Carrying Amount of Leased Property Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Property, plant and equipment | $ 1,292,957 | $ 1,274,234 |
Accumulated depreciation | (67,913) | (31,849) |
Total property, plant and equipment, net | $ 1,225,044 | $ 1,242,385 |
Revenue recognition - Component
Revenue recognition - Components of Lease Income from Vessel Operating Lease (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | ||||
Operating lease income | $ 83,188 | $ 74,069 | $ 235,092 | $ 136,095 |
Variable lease income | 8,238 | 3,096 | 19,470 | 4,466 |
Total operating lease income | $ 91,426 | $ 77,165 | $ 254,562 | $ 140,561 |
Leases, as lessee - Right-of-us
Leases, as lessee - Right-of-use assets, Current Lease Liabilities and Non-Current Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating right-of-use-assets | $ 369,115 | $ 285,751 |
Finance right-of-use-assets | 22,373 | 23,912 |
Total right-of-use assets | 391,488 | 309,663 |
Current lease liabilities: | ||
Operating lease liabilities | 47,517 | 43,395 |
Finance lease liabilities | 3,845 | 3,719 |
Total current lease liabilities | 51,362 | 47,114 |
Non-current lease liabilities: | ||
Operating lease liabilities | 305,124 | 219,189 |
Finance lease liabilities | 12,144 | 14,871 |
Total non-current lease liabilities | $ 317,268 | $ 234,060 |
Leases, as lessee - Components
Leases, as lessee - Components of Operating Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Fixed lease cost | $ 19,433 | $ 9,450 | $ 58,346 | $ 30,231 |
Variable lease cost | 622 | 221 | 1,558 | 1,417 |
Short-term lease cost | 6,204 | 523 | 12,326 | 2,752 |
Lease cost - Cost of sales | 23,438 | 7,954 | 64,453 | 27,983 |
Lease cost - Operations and maintenance | 1,066 | 486 | 2,675 | 1,592 |
Lease cost - Selling, general and administrative | $ 1,755 | $ 1,754 | $ 5,102 | $ 4,825 |
Leases, as lessee - Narrative (
Leases, as lessee - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Leases [Abstract] | |||||
Lease, cost | $ 4,005 | $ 5,297 | $ 15,220 | $ 8,809 | |
Operating lease, weighted average remaining lease term | 8 years 6 months | 8 years 6 months | |||
Finance lease, weighted average remaining lease term | 4 years 6 months | 4 years 6 months | |||
Operating lease, weighted average discount rate, percent | 8.50% | 8.50% | 8.70% | ||
Finance lease, weighted average discount rate, percent | 5.10% |
Leases, as lessee - Depreciatio
Leases, as lessee - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Interest expense related to finance leases | $ 208 | $ 202 | $ 655 | $ 202 |
Amortization of right-of-use asset related to finance leases | $ 378 | $ 228 | $ 1,137 | $ 228 |
Leases, as lessee - Supplementa
Leases, as lessee - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||
Operating cash outflows for operating lease liabilities | $ 73,389 | $ 26,905 |
Financing cash outflows for finance lease liabilities | 3,654 | 1,092 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 135,075 | 7,377 |
Right-of-use assets obtained in exchange for new finance lease liabilities | $ 0 | $ 19,805 |
Leases, as lessee - Future Paym
Leases, as lessee - Future Payments Due under Operating and Finance Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Operating Leases | ||
Due remainder of 2022 | $ 19,113 | |
2023 | 73,702 | |
2024 | 67,548 | |
2025 | 59,090 | |
2026 | 51,116 | |
Thereafter | 235,630 | |
Total lease payments | 506,199 | |
Less: effects of discounting | 153,558 | |
Present value of lease liabilities | 352,641 | |
Current lease liability | 47,517 | $ 43,395 |
Non-current lease liability | 305,124 | 219,189 |
Financing Leases | ||
Due remainder of 2022 | 1,259 | |
2023 | 4,362 | |
2024 | 4,381 | |
2025 | 4,381 | |
2026 | 2,625 | |
Thereafter | 1,029 | |
Total lease payments | 18,037 | |
Less: effects of discounting | 2,048 | |
Present value of lease liabilities | 15,989 | |
Finance lease liabilities | 3,845 | 3,719 |
Non-current lease liability | $ 12,144 | $ 14,871 |
Financial instruments - Narrati
Financial instruments - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2022 USD ($) MMBTU $ / MMBTU | Jun. 30, 2022 Derivative | Dec. 31, 2021 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Number of foreign currency derivatives held | Derivative | 2 | ||
Energy of commodity swap transaction | MMBTU | 1,500,000 | ||
Underlying, derivative energy measure (in dollars per MMBtu) | $ / MMBTU | 61.87 | ||
Gain (loss) on sale of derivatives | $ 7,906 | ||
Collateral for interest rate swaps | $ 2,500 | $ 12,500 | |
Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Collateral for interest rate swaps | $ 12,500 |
Financial instruments - Interes
Financial instruments - Interest Rate and Currency Risk Management (Details) R$ in Thousands, $ in Thousands | Sep. 30, 2022 USD ($) | Sep. 30, 2022 BRL (R$) |
Interest rate swap: Receiving floating, pay fixed | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount (in thousands) | $ | $ 331,500 | |
Fixed Interest Rate | 2.86% | 2.86% |
Foreign currency forward purchase | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount (in thousands) | R$ | R$ 2700 |
Financial instruments - Financi
Financial instruments - Financial Assets and Financial Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Investment in equity securities | $ 16,153 | $ 18,873 |
Interest rate swap | ||
Assets | ||
Derivative Asset | 12,293 | |
Contingent consideration derivative liabilities | ||
Contingent consideration derivative liabilities | 19,762 | |
Foreign currency forward purchase | ||
Assets | ||
Derivative Asset | 20,394 | |
Commodity swap | ||
Assets | ||
Derivative Asset | 7,906 | |
Contingent consideration derivative liabilities | ||
Contingent consideration derivative liabilities | ||
Contingent consideration derivative liabilities | 46,203 | 48,849 |
Cross-currency interest rate swap | ||
Contingent consideration derivative liabilities | ||
Contingent consideration derivative liabilities | 2,167 | |
Level 1 | ||
Assets | ||
Investment in equity securities | 8,475 | 11,195 |
Level 1 | Interest rate swap | ||
Assets | ||
Derivative Asset | 0 | |
Contingent consideration derivative liabilities | ||
Contingent consideration derivative liabilities | 0 | |
Level 1 | Foreign currency forward purchase | ||
Assets | ||
Derivative Asset | 0 | |
Level 1 | Commodity swap | ||
Assets | ||
Derivative Asset | 0 | |
Level 1 | Contingent consideration derivative liabilities | ||
Contingent consideration derivative liabilities | ||
Contingent consideration derivative liabilities | 0 | 0 |
Level 1 | Cross-currency interest rate swap | ||
Contingent consideration derivative liabilities | ||
Contingent consideration derivative liabilities | 0 | |
Level 2 | ||
Assets | ||
Investment in equity securities | 0 | 0 |
Level 2 | Interest rate swap | ||
Assets | ||
Derivative Asset | 12,293 | |
Contingent consideration derivative liabilities | ||
Contingent consideration derivative liabilities | 19,762 | |
Level 2 | Foreign currency forward purchase | ||
Assets | ||
Derivative Asset | 0 | |
Level 2 | Commodity swap | ||
Assets | ||
Derivative Asset | 7,906 | |
Level 2 | Contingent consideration derivative liabilities | ||
Contingent consideration derivative liabilities | ||
Contingent consideration derivative liabilities | 0 | 0 |
Level 2 | Cross-currency interest rate swap | ||
Contingent consideration derivative liabilities | ||
Contingent consideration derivative liabilities | 2,167 | |
Level 3 | ||
Assets | ||
Investment in equity securities | 7,678 | 7,678 |
Level 3 | Interest rate swap | ||
Assets | ||
Derivative Asset | 0 | |
Contingent consideration derivative liabilities | ||
Contingent consideration derivative liabilities | 0 | |
Level 3 | Foreign currency forward purchase | ||
Assets | ||
Derivative Asset | 20,394 | |
Level 3 | Commodity swap | ||
Assets | ||
Derivative Asset | 0 | |
Level 3 | Contingent consideration derivative liabilities | ||
Contingent consideration derivative liabilities | ||
Contingent consideration derivative liabilities | $ 46,203 | 48,849 |
Level 3 | Cross-currency interest rate swap | ||
Contingent consideration derivative liabilities | ||
Contingent consideration derivative liabilities | $ 0 |
Financial instruments - Summary
Financial instruments - Summary of Fair Value Adjustment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Contingent consideration derivative liabilities | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value adjustment loss (gain) | $ 177 | $ 155 | $ 1,161 | $ (558) |
Foreign currency forward purchase - (gain) | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value adjustment loss (gain) | $ (2,923) | $ 0 | $ (20,394) | $ 0 |
Restricted cash - Summary of Re
Restricted cash - Summary of Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Restricted Cash [Abstract] | ||
Cash held by lessor VIEs | $ 0 | $ 35,651 |
Collateral for letters of credit and performance bonds | 24,285 | 27,614 |
Collateral for interest rate swaps | 2,500 | 12,500 |
Other restricted cash | 0 | 756 |
Total restricted cash | 26,785 | 76,521 |
Current restricted cash | 24,204 | 68,561 |
Non-current restricted cash | $ 2,581 | $ 7,960 |
Inventory - Summary of Inventor
Inventory - Summary of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
LNG and natural gas inventory | $ 33,823 | $ 16,815 |
Automotive diesel oil inventory | 7,906 | 4,789 |
Bunker fuel, materials, supplies and other | 21,072 | 15,578 |
Total inventory | $ 62,801 | $ 37,182 |
Inventory - Narrative (Details)
Inventory - Narrative (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | ||
Inventory write-down | $ 0 | $ 0 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid expenses | $ 61,178,000 | $ 19,951,000 |
Recoverable taxes | 37,200,000 | 33,053,000 |
Derivative assets | 28,300,000 | 0 |
Due from affiliates | 575,000 | 3,299,000 |
Other current assets | 27,545,000 | 26,812,000 |
Total prepaid expenses and other current assets, net | 154,798,000 | 83,115,000 |
Prepaid inventory | $ 37,115,000 | $ 0 |
Equity method investments - Cha
Equity method investments - Changes in Equity Method Investments (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Equity Method Investments [Roll Forward] | ||
Equity method investments as of December 31, 2021 | $ 1,182,013,000 | |
Dividends | (23,195,000) | |
Equity in earnings of investees | 14,781,000 | |
Other-than-temporary impairment | $ (23,760,000) | (369,207,000) |
Foreign currency translation adjustment | 78,644,000 | |
Equity method investments as of September 30, 2022 | $ 1,016,350,000 | 1,016,350,000 |
Capital contributions | $ 133,314,000 |
Equity method investments - Car
Equity method investments - Carrying Amount of Equity Method Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 1,016,350 | $ 1,182,013 |
Hilli LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | 386,757 | |
CELSEPAR | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | 500,076 | |
Energos | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 129,517 |
Equity method investments - Nar
Equity method investments - Narrative (Details) R$ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) Class repayment | Dec. 31, 2021 USD ($) | Oct. 03, 2022 USD ($) | Oct. 03, 2022 BRL (R$) | Sep. 30, 2022 BRL (R$) | May 31, 2022 USD ($) GW | May 31, 2022 BRL (R$) GW | |
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity method investment, difference between carrying amount and underlying equity | $ 525,209,000 | $ 525,209,000 | $ 792,995,000 | |||||
Share purchase agreement, payments to acquire shares | R$ | R$ 58 | |||||||
Other-than-temporary impairment | 23,760,000 | 369,207,000 | ||||||
Foreign currency forward purchase - (gain) | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Derivative Asset | 20,394,000 | 20,394,000 | ||||||
Foreign currency forward purchase - (gain) | Level 3 | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Derivative Asset | $ 20,394,000 | $ 20,394,000 | ||||||
Eneva | Certificate Of Interbank Deposit | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Share purchase agreement, basis spread on variable rate | 1% | |||||||
Hilli LLC | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership interest acquired | 50% | 50% | 50% | 50% | 50% | |||
Period of liquefaction tolling agreement | 8 years | |||||||
Number of classes of ownership units | Class | 60 | |||||||
Percentage of reimbursements to other investors | 50% | |||||||
Equity method investment, distribution received, reimbursement of operating expenses | $ 2,000,000 | |||||||
Period of bareboat charter agreement | 10 years | |||||||
Postconstruction financing amount | $ 960,000,000 | |||||||
Number of consecutive equal quarterly repayments | repayment | 40,000 | |||||||
Percentage of repayments in construction cost | 1.375% | |||||||
Variable interest rate | 4.15% | |||||||
CELSEPAR | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership interest acquired | 50% | 50% | 50% | |||||
Share purchase agreement, payments to acquire shares | $ 1,100,000,000 | R$ 6100 | ||||||
CELSEPAR | Subsequent Event | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Share purchase agreement, transaction closing costs | $ 1,300,000,000 | R$ 6800 | ||||||
CELSEPAR | Ebrasil | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Power plant energy (GW) | GW | 1.7 | 1.7 | ||||||
Energos | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership interest acquired | 20% | 20% | 20% | |||||
CELSEPAR | CELSE | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Percentage of share capital owned | 100% | 100% | 100% |
Construction in progress (Detai
Construction in progress (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Construction in Progress [Roll Forward] | ||||
Balance at beginning of period | $ 1,043,883 | |||
Additions | 888,042 | |||
Asset impairment expense | $ 0 | $ 0 | (48,109) | $ 0 |
Impact of currency translation adjustment | 5,617 | |||
Impact of currency translation adjustment | (54,144) | |||
Transferred to property, plant and equipment, net | 1,835,289 | |||
Balance at end of period | $ 1,835,289 | $ 1,835,289 |
Construction in progress - Narr
Construction in progress - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Long-Lived Assets Held-for-sale [Line Items] | ||||
Interest expense | $ 63,588 | $ 57,595 | $ 156,344 | $ 107,757 |
Asset impairment expense | $ 0 | $ 0 | 48,109 | 0 |
Construction in Progress | ||||
Long-Lived Assets Held-for-sale [Line Items] | ||||
Interest expense | $ 56,778 | $ 18,924 |
Property, plant and equipment_3
Property, plant and equipment, net - Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | $ (221,610) | $ (141,915) |
Total property, plant and equipment, net | 2,131,912 | 2,137,936 |
Vessels | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,518,087 | 1,461,211 |
Total property, plant and equipment, net | 1,341,976 | |
Terminal and power plant equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 217,543 | 206,889 |
CHP facilities | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 123,703 | 122,777 |
Gas terminals | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 170,726 | 167,614 |
ISO containers and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 133,185 | 134,775 |
LNG liquefaction facilities | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 63,316 | 63,213 |
Gas pipelines | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 65,946 | 58,987 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 51,639 | 55,008 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 9,377 | $ 9,377 |
Property, plant and equipment_4
Property, plant and equipment, net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 26,326 | $ 23,929 | $ 78,393 | $ 55,070 |
Cost of Sales | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 222 | $ 322 | $ 749 | $ 898 |
Goodwill and intangible asset_2
Goodwill and intangible assets - Goodwill Roll Forward (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2021 | $ 760,135 |
Adjustment | 18,353 |
Balance as of September 30, 2022 | $ 778,488 |
Goodwill and intangible asset_3
Goodwill and intangible assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 9,287 | $ 7,334 | $ 27,589 | $ 13,550 |
Goodwill and intangible asset_4
Goodwill and intangible assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Definite-lived intangible assets | ||
Accumulated Amortization | $ (59,443) | $ (31,378) |
Indefinite-lived intangible assets | ||
Total intangible assets, Gross Carrying Amount | 157,464 | 174,049 |
Total Intangible Assets, Currency Translation Adjustment | (5,682) | 273 |
Total Intangible Assets, Net Carrying Amount | 92,339 | 142,944 |
Easements | ||
Indefinite-lived intangible assets | ||
Gross Carrying Amount | 1,191 | 1,191 |
Currency Translation Adjustment | (170) | (14) |
Net Carrying Amount | 1,021 | 1,177 |
Favorable vessel charter contracts | ||
Definite-lived intangible assets | ||
Gross Carrying Amount | 106,500 | 106,500 |
Accumulated Amortization | (55,600) | (27,074) |
Currency Translation Adjustment | 0 | 0 |
Net Carrying Amount | $ 50,900 | $ 79,426 |
Weighted Average Life | 3 years | 3 years |
Permits and development rights | ||
Definite-lived intangible assets | ||
Gross Carrying Amount | $ 48,217 | $ 48,217 |
Accumulated Amortization | (3,561) | (3,311) |
Currency Translation Adjustment | (5,512) | (119) |
Net Carrying Amount | $ 39,144 | $ 44,787 |
Weighted Average Life | 38 years | 38 years |
Acquired power purchase agreements | ||
Definite-lived intangible assets | ||
Gross Carrying Amount | $ 16,585 | |
Accumulated Amortization | (750) | |
Currency Translation Adjustment | 406 | |
Net Carrying Amount | $ 16,241 | |
Weighted Average Life | 17 years | |
Easements | ||
Definite-lived intangible assets | ||
Gross Carrying Amount | $ 1,556 | $ 1,556 |
Accumulated Amortization | (282) | (243) |
Currency Translation Adjustment | 0 | 0 |
Net Carrying Amount | $ 1,274 | $ 1,313 |
Weighted Average Life | 30 years | 30 years |
Other non-current assets - Summ
Other non-current assets - Summary Non-Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other Assets, Noncurrent Disclosure [Abstract] | ||
Assets held for sale | $ 41,744 | $ 0 |
Contract assets, net (Note 7) | 30,858 | 36,757 |
Investments in equity securities (Note 9) | 16,153 | 18,873 |
Cost to fulfill (Note 7) | 9,924 | 10,377 |
Upfront payments to customers | 9,305 | 9,748 |
Other non-current assets | 29,674 | 22,663 |
Total other non-current assets, net | $ 137,658 | $ 98,418 |
Other non-current assets - Narr
Other non-current assets - Narrative (Details) $ in Thousands, R$ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) salesContract | Sep. 30, 2021 USD ($) | Sep. 30, 2022 BRL (R$) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Asset Acquisition [Line Items] | |||||||
Recognized unrealized gains | $ (1,629) | $ 7,176 | $ (2,720) | $ 7,264 | |||
Equity securities without readily determinable fair value, amount | $ 7,678 | $ 7,678 | |||||
Number of sales contracts | salesContract | 2 | ||||||
Share purchase agreement, payments to acquire shares | R$ | R$ 58 | ||||||
Assets held-for-sale, cash balance | $ 12,891 | ||||||
Newco | Centrais Eletricas de Pernambuco S.A (EPESA) | |||||||
Asset Acquisition [Line Items] | |||||||
Share purchase agreement, percentage of shares subsequently sold | 100% |
Accrued liabilities (Details)
Accrued liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | ||
Accrued development costs | $ 160,961 | $ 101,177 |
Accrued vessel operating and drydocking expenses | 0 | 12,767 |
Accrued interest | 5,664 | 61,630 |
Accrued bonuses | 26,181 | 27,591 |
Other accrued expenses | 85,926 | 40,860 |
Total accrued liabilities | 278,732 | $ 244,025 |
Liquefied Natural Gas | ||
Inventory [Line Items] | ||
Other accrued expenses | $ 35,595 |
Other current liabilities (Deta
Other current liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Derivative liabilities | $ 19,228 | $ 41,815 |
Deferred revenue | 16,666 | 28,662 |
Income tax payable | 26,270 | 8,881 |
Due to affiliates | 5,868 | 9,088 |
Other current liabilities | 10,638 | 17,590 |
Total other current liabilities | $ 78,670 | $ 106,036 |
Debt - Summary of Long Term Deb
Debt - Summary of Long Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Debt (excluding lessor VIE loans) | $ 4,455,287 | $ 3,465,184 |
Total debt, net deferred finance charges | 4,455,287 | 3,855,130 |
Current portion of long-term debt | 58,188 | 97,251 |
Long-term debt | 4,397,099 | 3,757,879 |
Level 2 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 4,312,857 | 3,910,425 |
Revolving Facility | ||
Debt Instrument [Line Items] | ||
Debt (excluding lessor VIE loans) | 0 | 200,000 |
Senior Secured Notes, due September 2025 | ||
Debt Instrument [Line Items] | ||
Debt (excluding lessor VIE loans) | 1,242,798 | 1,241,196 |
Senior Secured Notes, due September 2026 | ||
Debt Instrument [Line Items] | ||
Debt (excluding lessor VIE loans) | 1,480,574 | 1,477,512 |
Obligations under Vessel Financing Transaction, due August 2042 | ||
Debt Instrument [Line Items] | ||
Debt (excluding lessor VIE loans) | 1,418,632 | 0 |
Vessel Term Loan Facility, due September 2024 | ||
Debt Instrument [Line Items] | ||
Debt (excluding lessor VIE loans) | 0 | 408,991 |
Debenture Loan, due September 2024 | ||
Debt Instrument [Line Items] | ||
Debt (excluding lessor VIE loans) | 0 | 40,665 |
South Power 2029 Bonds, due May 2029 | ||
Debt Instrument [Line Items] | ||
Debt (excluding lessor VIE loans) | 215,980 | 96,820 |
Total debt, net deferred finance charges | 221,824 | |
Barcarena Term Loan, due February 2024 | ||
Debt Instrument [Line Items] | ||
Debt (excluding lessor VIE loans) | 97,303 | 0 |
Golar Nanook SPV facility, due September 2030 | CCBFL | ||
Debt Instrument [Line Items] | ||
Total debt, net deferred finance charges | 0 | 186,638 |
Golar Penguin SPV facility, due December 2025 | COSCO | ||
Debt Instrument [Line Items] | ||
Total debt, net deferred finance charges | 0 | 90,035 |
Golar Celsius SPV facility, due September 2023/May 2027 | AVIC | ||
Debt Instrument [Line Items] | ||
Total debt, net deferred finance charges | $ 0 | $ 113,273 |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding Debt Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Due remainder of 2022 | $ 16,597 | |
2023 | 60,021 | |
2024 | 168,234 | |
2025 | 1,297,487 | |
2026 | 1,560,897 | |
Thereafter | 1,394,461 | |
Total debt | 4,497,697 | |
Less: deferred finance charges | (42,410) | |
Total debt, net deferred finance charges | $ 4,455,287 | $ 3,855,130 |
Debt - Obligation Under Vessel
Debt - Obligation Under Vessel Financing Transaction Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Aug. 15, 2022 |
Debt Instrument [Line Items] | ||
Deferred financing costs | $ 42,410 | |
Vessels | ||
Debt Instrument [Line Items] | ||
Lessee, finance lease, term of contract | 20 years | |
Vessels | Financing Transaction Obligation | ||
Debt Instrument [Line Items] | ||
Lessee, finance lease, term of contract | 20 years | |
Obligations under Vessel Financing Transaction, due August 2042 | Financing Transaction Obligation | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 16% | |
Debt instrument, fee amount | $ 10,010 | |
Deferred financing costs | 7,004 | |
Nanook | Financing Transaction Obligation | ||
Debt Instrument [Line Items] | ||
Debt instrument, fee amount | $ 3,006 |
Debt - Vessel Term Loan Facilit
Debt - Vessel Term Loan Facility Narrative (Details) - USD ($) $ in Thousands | Aug. 03, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Total debt, net deferred finance charges | $ 4,455,287 | $ 3,855,130 | |
Deferred financing costs | $ 42,410 | ||
Line of Credit | Vessel Term Loan Facility, due September 2024 | |||
Debt Instrument [Line Items] | |||
Proceeds from long-term lines of credit, accordion feature | $ 115,000 | ||
Total debt, net deferred finance charges | 498,929 | ||
Proceeds from long-term lines of credit | 113,850 | ||
Debt instrument, fee amount | 1,150 | ||
Deferred financing costs | $ 5,367 |
Debt - Debenture Loan Narrative
Debt - Debenture Loan Narrative (Details) $ in Thousands, R$ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2022 BRL (R$) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||
Deferred financing costs | $ 42,410 | $ 42,410 | |||||
Total debt, net deferred finance charges | 4,455,287 | 4,455,287 | $ 3,855,130 | ||||
Loss on extinguishment of debt, net | 14,997 | $ 0 | $ 14,997 | $ 0 | |||
Debenture Loan | Brazilian Debentures Due September 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Total debt, net deferred finance charges | $ 37,900 | R$ 197.1 | |||||
Loss on extinguishment of debt, net | $ 548 |
Debt - South Power 2029 Bonds N
Debt - South Power 2029 Bonds Narrative (Details) - USD ($) | 1 Months Ended | |||
Aug. 31, 2021 | Sep. 30, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Total debt, net deferred finance charges | $ 4,455,287,000 | $ 3,855,130,000 | ||
Deferred financing costs | 42,410,000 | |||
South Power 2029 Bonds, due May 2029 | ||||
Debt Instrument [Line Items] | ||||
Total debt, net deferred finance charges | 221,824,000 | |||
Proceeds from lines of credit | $ 100,000,000 | |||
Outstanding principal balance | 121,824,000 | |||
Fixed interest rate | 6.50% | |||
Fees incurred | 258,000 | $ 3,243,000 | ||
Deferred financing costs | $ 5,844,000 | $ 3,180,000 | ||
South Power 2029 Bonds, due May 2029 | Maximum | ||||
Debt Instrument [Line Items] | ||||
Outstanding principal balance | $ 285,000,000 |
Debt - Barcarena Term Loan Narr
Debt - Barcarena Term Loan Narrative (Details) | 3 Months Ended |
Sep. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | |
Deferred financing costs | $ 42,410,000 |
Line of Credit | Barcarena Term Loan, due February 2024 | |
Debt Instrument [Line Items] | |
Debt instrument, face amount | 200,000 |
Proceeds from long-term lines of credit | $ 100,238,000 |
Line of credit facility, commitment fee percentage | 1.90% |
Deferred financing costs | $ 3,334,000 |
Line of Credit | Barcarena Term Loan, due February 2024 | Secured Overnight Financing Rate | |
Debt Instrument [Line Items] | |
Variable interest rate | 4.70% |
Debt - Revolving Facility Narra
Debt - Revolving Facility Narrative (Details) | 1 Months Ended | 9 Months Ended | ||||
Apr. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | May 31, 2022 USD ($) | Feb. 28, 2022 USD ($) | Dec. 31, 2021 USD ($) | Aug. 31, 2021 USD ($) | |
Line of Credit Facility [Abstract] | ||||||
Extended maturity period | 1 year | |||||
Deferred financing costs | $ 42,410,000 | |||||
Maximum debt to capitalization ratio | 0.7 | |||||
Revolving Facility | ||||||
Line of Credit Facility [Abstract] | ||||||
Outstanding principal balance | $ 200,000,000 | |||||
Line of credit facility increase in commitment amount | $ 125,000,000 | $ 115,000,000 | ||||
Issuance of letter of credit | $ 440,000,000 | |||||
Letters of credit | $ 100,000,000 | |||||
Fees incurred | $ 5,398,000 | |||||
Deferred financing costs | $ 4,673,000 | $ 3,807,000 | ||||
Revolving Facility | December 31, 2021 through September 30, 2023 | ||||||
Line of Credit Facility [Abstract] | ||||||
Maximum debt to annualized EBITDA ratio | 5 | |||||
Revolving Facility | Fiscal Quarter Ended Through December 31, 2023 | ||||||
Line of Credit Facility [Abstract] | ||||||
Maximum debt to annualized EBITDA ratio | 4 | |||||
Revolving Facility | Interest Rate Floor | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||
Line of Credit Facility [Abstract] | ||||||
Variable interest rate | 0% | |||||
Revolving Facility | Minimum | ||||||
Line of Credit Facility [Abstract] | ||||||
Percentage of commitments usage under credit facility | 50% | |||||
Percentage of amount drawn | 50% | |||||
Revolving Facility | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||
Line of Credit Facility [Abstract] | ||||||
Variable interest rate | 0.15% | |||||
Debt instrument, basis spread on variable rate, determined by usage | 2.50% | |||||
Revolving Facility | Maximum | ||||||
Line of Credit Facility [Abstract] | ||||||
Percentage of commitments usage under credit facility | 50% | |||||
Revolving Facility | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||
Line of Credit Facility [Abstract] | ||||||
Variable interest rate | 0.15% | |||||
Debt instrument, basis spread on variable rate, determined by usage | 2.75% |
Debt - VIE Loans Narrative (Det
Debt - VIE Loans Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Loss on extinguishment of debt, net | $ (14,997) | $ 0 | $ (14,997) | $ 0 |
Penguin, Celsius, and Nanook Vessels | ||||
Debt Instrument [Line Items] | ||||
Payment from exercise of option to terminate sale leaseback agreement | 380,176 | |||
Loss on extinguishment of debt, net | $ 9,082 |
Debt - Summary of Interest Expe
Debt - Summary of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Total interest expense | $ 63,588 | $ 57,595 | $ 156,344 | $ 107,757 |
Debt | ||||
Debt Instrument [Line Items] | ||||
Interest per contractual rates | 88,080 | 53,140 | 204,091 | 120,445 |
Amortization of debt issuance costs, premiums and discounts | 2,583 | 13,917 | 8,376 | 6,034 |
Interest expense incurred on finance lease obligations | 208 | 152 | 655 | 202 |
Total interest costs | 90,871 | 67,209 | 213,122 | 126,681 |
Capitalized interest | 27,283 | 9,614 | 56,778 | 18,924 |
Total interest expense | $ 63,588 | $ 57,595 | $ 156,344 | $ 107,757 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||||
Effective tax rate | 15.10% | (24.80%) | 1,737.10% | (13.60%) | ||
Tax provision (benefit) | $ (9,971) | $ (3,526) | $ 126,249 | $ (7,058) | ||
Income tax windfall benefit | $ 19,445 | $ 24,381 | ||||
Income tax discrete benefit | $ 122,440 | $ 76,460 |
Earnings per share - Summary (D
Earnings per share - Summary (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||||||
Net income (loss) | $ 56,231 | $ (178,431) | $ 241,181 | $ (17,769) | $ (1,734) | $ (39,509) | $ 118,981 | $ (59,012) |
Net loss attributable to non-controlling interests | 5,617 | 7,963 | 11,371 | 5,259 | ||||
Net income (loss) attributable to stockholders | $ 61,848 | $ (9,806) | $ 130,352 | $ (53,753) | ||||
Denominator: | ||||||||
Weighted-average shares - basic (in shares) | 209,629,936 | 207,497,013 | 209,749,139 | 195,626,564 | ||||
Net income (loss) per share - basic (in dollars per share) | $ 0.30 | $ (0.05) | $ 0.62 | $ (0.27) | ||||
Weighted-average shares - diluted (in shares) | 209,800,427 | 207,497,013 | 209,869,058 | 195,626,564 | ||||
Net income (loss) per share - diluted (in dollars per share) | $ 0.29 | $ (0.05) | $ 0.62 | $ (0.27) |
Earnings per share - Potentiall
Earnings per share - Potentially Dilutive (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in dollars per share) | 422,680 | 1,364,871 |
Unvested RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in dollars per share) | 0 | 679,909 |
Shannon Equity Agreement Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in dollars per share) | 422,680 | 684,962 |
Earnings per share - Narrative
Earnings per share - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Adjustments to additional paid in capital, dividends in excess of retained earnings | $ 23,775 | $ 27,601 | $ 23,773 | $ 23,769 | $ 20,736 | $ 17,598 | ||
Payments of dividends | $ 75,149 | $ 65,051 | ||||||
Class A Shares | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Adjustments to additional paid in capital, dividends in excess of retained earnings | $ 62,092 | $ 59,013 | ||||||
Common stock, dividends, per share, declared (in dollars per share) | $ 0.10 | $ 0.10 | ||||||
Series A Preferred Units | GMLP Merger Agreement | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Payments of dividends | $ 9,057 | $ 6,038 | ||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 8.75% | 8.75% |
Share-based compensation - Narr
Share-based compensation - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock award, forfeitures | $ 0 | $ 116,000 | $ 0 | $ 173,000 | |
Performance Share Units (PSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment arrangement, expense | 11,978,000 | ||||
Performance Share Units (PSUs) | Employees and Non-employees | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested (in shares) | 343,248 | ||||
Unrecognized compensation cost | $ 15,942,000 | ||||
Performance Share Units (PSUs) | Minimum | Employees and Non-employees | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested (in shares) | 0 | 0 | |||
Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested (in shares) | 688,534 | ||||
Share-based payment arrangement, expense | 1,440,000 | $ 1,562,000 | $ 2,678,000 | $ 4,945,000 | |
Unrecognized compensation cost | $ 0 | $ 0 |
Share-based compensation - Summ
Share-based compensation - Summary of PSU Activity (Details) - Performance Share Units (PSUs) - Employees and Non-employees - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 400,507 | |
Vested (in shares) | 343,248 | |
Unrecognized Compensation Cost | $ 15,942 | |
Weighted Average Remaining Vesting Period | 3 months | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vested (in shares) | 801,014 | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vested (in shares) | 0 | 0 |
Share-based compensation - Su_2
Share-based compensation - Summary of RSU Activity (Details) - Restricted Stock Units | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Restricted Stock Units | |
Non-vested RSUs, beginning balance (in shares) | shares | 676,338 |
Granted (in shares) | shares | 12,196 |
Vested (in shares) | shares | (688,534) |
Forfeited (in shares) | shares | 0 |
Non-vested RSUs, ending balance (in shares) | shares | 0 |
Weighted-average grant date fair value per share | |
Non-vested RSUs, beginning balance (in dollars per share) | $ / shares | $ 13.49 |
Granted (in dollars per share) | $ / shares | 29.89 |
Vested (in dollars per share) | $ / shares | 13.81 |
Forfeited (in dollars per share) | $ / shares | 0 |
Non-vested RSUs, ending balance (in dollars per share) | $ / shares | $ 0 |
Share-based compensation - Su_3
Share-based compensation - Summary of Share Based Compensation Expense (Details) - Restricted Stock Units - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 1,440 | $ 1,562 | $ 2,678 | $ 4,945 |
Operations and maintenance | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | 0 | 207 | 4 | 641 |
Selling, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 1,440 | $ 1,355 | $ 2,674 | $ 4,304 |
Related party transactions - Na
Related party transactions - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Aug. 31, 2018 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||
Related party transaction, selling, general and administrative expenses from transactions with related party | $ 1,117 | $ 1,352 | $ 3,776 | $ 5,073 | ||
Related party transaction, amounts of transaction | 750 | 436 | 2,897 | 3,385 | ||
Present value of lease liabilities | 352,641 | 352,641 | ||||
Related party transaction, expenses from transactions with related party | 99 | 201 | 491 | 595 | ||
DevTech Investment | ||||||
Related Party Transaction [Line Items] | ||||||
Due to affiliate | 111 | 111 | $ 88 | |||
Percentage of shares issued capital | 10% | |||||
Percentage of note payable purchased by affiliate | 10% | |||||
Repayments of related party debt | 988 | |||||
Related party transaction, expenses from transactions with related party | 328 | |||||
Fortress | ||||||
Related Party Transaction [Line Items] | ||||||
Due to affiliate | 4,053 | 4,053 | 5,700 | |||
Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Due to affiliate | 704 | 704 | 944 | |||
Florida East Coast Industries | Land | ||||||
Related Party Transaction [Line Items] | ||||||
Present value of lease liabilities | 3,333 | 3,333 | 3,314 | |||
Florida East Coast Industries | Land | Operating Expense | ||||||
Related Party Transaction [Line Items] | ||||||
Operating lease, expense | 103 | 103 | 310 | 332 | ||
Fortress Affiliated Entities | ||||||
Related Party Transaction [Line Items] | ||||||
Due to affiliate | 1,845 | 1,845 | 2,444 | |||
Related party transaction, expenses from transactions with related party | 663 | $ 571 | 1,845 | $ 2,048 | ||
Due from affiliates | 575 | $ 575 | $ 1,241 | |||
Hilli Guarantees | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage agreed to assume the outstanding principal and interest amount | 50% | |||||
Letter of credit guarantee amount | 331,500 | $ 331,500 | ||||
Free liquid assets | 30,000 | 30,000 | ||||
Consolidated tangible net worth | 123,950 | 123,950 | ||||
Hilli Guarantees | Other Current Liabilities | ||||||
Related Party Transaction [Line Items] | ||||||
Long-term debt | 3,549 | 3,549 | ||||
Hilli Guarantees | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Letter of credit guarantee, liable for outstanding amounts that are payable | $ 19,000 | $ 19,000 | ||||
Net debt to EBITDA ratio | 6.5 |
Segments - Narrative (Details)
Segments - Narrative (Details) | 9 Months Ended | ||
Apr. 15, 2021 Carrier | Sep. 30, 2022 Carrier Storage Segment | May 31, 2022 | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | Segment | 2 | ||
Number of FSRUs acquired | Storage | 6 | ||
Number of LNG carriers acquired | Carrier | 4 | 5 | |
CELSEPAR | |||
Segment Reporting Information [Line Items] | |||
Ownership interest acquired | 50% | ||
Hilli LLC | |||
Segment Reporting Information [Line Items] | |||
Ownership interest acquired | 50% | 50% | |
Terminals and Infrastructure | CELSEPAR | |||
Segment Reporting Information [Line Items] | |||
Ownership interest acquired | 50% | ||
Ships | Hilli LLC | |||
Segment Reporting Information [Line Items] | |||
Ownership interest acquired | 50% |
Segments - Summary of Segment I
Segments - Summary of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | May 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information, Profit (Loss) [Abstract] | ||||||
Total revenues | $ 731,930 | $ 304,656 | $ 1,821,903 | $ 674,179 | ||
Cost of sales | 393,830 | 135,432 | 874,529 | 333,533 | ||
Vessel operating expenses | 20,318 | 15,301 | 61,910 | 30,701 | ||
Operations and maintenance | 22,033 | 20,144 | 65,691 | 54,960 | ||
Segment Operating Margin | 295,749 | 133,779 | 819,773 | 254,985 | ||
Balance sheet: | ||||||
Total assets | 7,440,984 | 6,665,087 | 7,440,984 | 6,665,087 | $ 6,876,492 | |
Other segmental financial information: | ||||||
Capital expenditures | 464,050 | 298,748 | 917,685 | 616,332 | ||
Equity in earnings of investees | $ (31,734) | (15,983) | $ (354,426) | 22,958 | ||
CELSEPAR | ||||||
Other segmental financial information: | ||||||
Ownership interest acquired | 50% | 50% | ||||
Hilli LLC | ||||||
Other segmental financial information: | ||||||
Ownership interest acquired | 50% | 50% | 50% | |||
Terminals and Infrastructure | ||||||
Other segmental financial information: | ||||||
Equity in earnings of investees | $ 44,559 | 27,792 | $ 397,874 | 656 | ||
Terminals and Infrastructure | CELSEPAR | ||||||
Other segmental financial information: | ||||||
Ownership interest acquired | 50% | 50% | ||||
Ships | ||||||
Other segmental financial information: | ||||||
Equity in earnings of investees | $ 12,825 | 11,809 | $ 43,448 | 22,302 | ||
Ships | Hilli LLC | ||||||
Other segmental financial information: | ||||||
Ownership interest acquired | 50% | 50% | ||||
Operating Segments | ||||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||||
Total revenues | $ 799,097 | 465,190 | $ 2,048,867 | 888,184 | ||
Cost of sales | 402,458 | 206,131 | 909,938 | 406,253 | ||
Vessel operating expenses | 27,230 | 21,210 | 82,207 | 41,385 | ||
Operations and maintenance | 30,079 | 27,371 | 89,861 | 67,266 | ||
Segment Operating Margin | 339,330 | 210,478 | 966,861 | 373,280 | ||
Balance sheet: | ||||||
Total assets | 7,440,984 | 6,665,087 | 7,440,984 | 6,665,087 | ||
Other segmental financial information: | ||||||
Capital expenditures | 464,050 | 298,748 | 917,685 | 616,332 | ||
Operating Segments | Terminals and Infrastructure | ||||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||||
Total revenues | 687,437 | 349,140 | 1,711,241 | 676,372 | ||
Cost of sales | 402,458 | 206,131 | 909,938 | 406,253 | ||
Vessel operating expenses | 3,431 | 0 | 11,178 | 0 | ||
Operations and maintenance | 30,079 | 27,371 | 89,861 | 67,266 | ||
Segment Operating Margin | 251,469 | 115,638 | 700,264 | 202,853 | ||
Balance sheet: | ||||||
Total assets | 5,366,730 | 4,146,251 | 5,366,730 | 4,146,251 | ||
Other segmental financial information: | ||||||
Capital expenditures | 451,360 | 292,982 | 890,558 | 609,533 | ||
Operating Segments | Ships | ||||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||||
Total revenues | 111,660 | 116,050 | 337,626 | 211,812 | ||
Cost of sales | 0 | 0 | 0 | 0 | ||
Vessel operating expenses | 23,799 | 21,210 | 71,029 | 41,385 | ||
Operations and maintenance | 0 | 0 | 0 | 0 | ||
Segment Operating Margin | 87,861 | 94,840 | 266,597 | 170,427 | ||
Balance sheet: | ||||||
Total assets | 2,074,254 | 2,518,836 | 2,074,254 | 2,518,836 | ||
Other segmental financial information: | ||||||
Capital expenditures | 12,690 | 5,766 | 27,127 | 6,799 | ||
Consolidation and Other | ||||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||||
Total revenues | (67,167) | (160,534) | (226,964) | (214,005) | ||
Cost of sales | (8,628) | (70,699) | (35,409) | (72,720) | ||
Vessel operating expenses | (6,912) | (5,909) | (20,297) | (10,684) | ||
Operations and maintenance | (8,046) | (7,227) | (24,170) | (12,306) | ||
Segment Operating Margin | (43,581) | (76,699) | (147,088) | (118,295) | ||
Balance sheet: | ||||||
Total assets | 0 | 0 | 0 | 0 | ||
Other segmental financial information: | ||||||
Capital expenditures | $ 0 | $ 0 | $ 0 | $ 0 |
Segments - Reconciliation of Ne
Segments - Reconciliation of Net loss to Operating Margin (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting [Abstract] | ||||||||
Net income (loss) | $ 56,231 | $ (178,431) | $ 241,181 | $ (17,769) | $ (1,734) | $ (39,509) | $ 118,981 | $ (59,012) |
Add: | ||||||||
Selling, general and administrative | 67,601 | 46,802 | 165,952 | 124,954 | ||||
Transaction and integration costs | 5,620 | 1,848 | 12,387 | 42,564 | ||||
Depreciation and amortization | 35,793 | 31,194 | 106,439 | 68,080 | ||||
Asset impairment expense | 0 | 0 | 48,109 | 0 | ||||
Interest expense | 63,588 | 57,595 | 156,344 | 107,757 | ||||
Other expense (income), net | 10,214 | (5,400) | (31,613) | (13,458) | ||||
Loss on extinguishment of debt, net | 14,997 | 0 | 14,997 | 0 | ||||
Tax provision (benefit) | 9,971 | 3,526 | (126,249) | 7,058 | ||||
Loss (income) from equity method investments | 31,734 | 15,983 | 354,426 | (22,958) | ||||
Segment Operating Margin | $ 295,749 | $ 133,779 | $ 819,773 | $ 254,985 |