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What changed in Excelerate Energy, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Excelerate Energy, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+649 added−689 removedSource: 10-K (2025-02-27) vs 10-K (2024-02-29)

Top changes in Excelerate Energy, Inc.'s 2024 10-K

649 paragraphs added · 689 removed · 541 edited across 3 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

134 edited+23 added−22 removed243 unchanged
Biggest changeOther risks include the potential for fraud and corruption by suppliers or personnel or government officials which may implicate us, compliance with applicable anti-corruption laws by virtue of our operating in jurisdictions that may be vulnerable to the possibility of bribery, collusion, kickbacks, theft, improper commissions, facilitation payments, conflicts of interest and related party transactions and our possible failure to identify, manage and mitigate instances of fraud, corruption or violations of our code of conduct and applicable regulatory requirements. 18 These risks may limit or disrupt our joint ventures, strategic alliances or investments, restrict the movement of funds, cause us to have to expend more funds than previously expected or required or result in the deprivation of contract rights or the taking of property by nationalization or expropriation without fair compensation, and may materially adversely affect our businesses, financial position or results of operations.
Biggest changeOther risks include the potential for fraud and corruption by suppliers or personnel or government officials which may implicate us, compliance with applicable anti-corruption laws by virtue of our operating in jurisdictions that may be 17 vulnerable to the possibility of bribery, collusion, kickbacks, theft, improper commissions, facilitation payments, conflicts of interest and related party transactions and our possible failure to identify, manage and mitigate instances of fraud, corruption or violations of our code of conduct and applicable regulatory requirements.
Our inability to dispose of a vessel at a reasonable value could result in a loss on the sale and adversely affect our ability to purchase a replacement vessel, financial condition and results of operations.
Our inability to dispose of a vessel at a reasonable value could result in a loss on the sale and adversely affect our ability to purchase a replacement vessel, our financial condition and our results of operations.
The design, construction and operation of LNG terminals, natural gas pipelines, power plants and other facilities, and the import of LNG and the sale and transportation of natural gas, are regulated activities.
The design, construction and operation of LNG terminals, natural gas pipelines, power plants and other facilities, and the import, sale and transportation of LNG and natural gas, are regulated activities.
For example, environmental regulations have led in the past to increased costs for, and in the future may result in the lack of availability of, insurance against risks of environmental damage or pollution. A significant release of natural gas, marine disasters or natural disasters could result in losses that exceed our insurance coverage.
For example, environmental regulations have led in the past to increased costs for, and in the future may result in the lack of availability of, insurance against risks of environmental damage or pollution. Marine disasters, natural disasters or a significant release of natural gas could result in losses that exceed our insurance coverage.
Any uninsured or underinsured loss could harm our business and financial condition. In addition, our insurance may be voidable by the insurers as a result of certain of our actions. In addition, insurance may not cover all of the types of costs, expenses and losses we could incur to respond to and remediate a security breach.
Any uninsured or underinsured loss could harm our business and financial condition. In addition, our insurance may be voidable by the insurers as a result of certain of our actions. Insurance may not cover all of the types of costs, expenses and losses we could incur to respond to and remediate a security breach.
Our debt level could have important consequences to us, including the following: • our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be limited, or such financing may not be available on favorable terms; • we will need a substantial portion of our cash flows to make principal and interest payments on our debt, reducing the funds that would otherwise be available for operations and future business opportunities; • our debt level may make us vulnerable to competitive pressures or a downturn in our business or the general economy; and • our debt level may limit our flexibility in responding to changing business and economic conditions.
Our debt level could have important consequences to us, including the following: • our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be limited, or such additional financing may not be available on favorable terms; • we will need a substantial portion of our cash flows to make principal and interest payments on our debt, reducing the funds that would otherwise be available for operations and future business opportunities; • our debt level may make us vulnerable to competitive pressures or a downturn in our business or the general economy; and • our debt level may limit our flexibility in responding to changing business and economic conditions.
Payments under the TRA will be based on the tax reporting positions that we will determine and the IRS or another tax authority may challenge all or part of the tax basis increases, as well as other related tax positions we take, and a court could sustain such challenge.
Payments under the TRA will be based on the tax reporting positions that we will determine and the IRS or another tax authority may challenge all or part of the tax basis increases, as well as other related tax positions we take, and a court could sustain such a challenge.
Among other things, these provisions include: • providing for two classes of stock; • authorizing the issuance of “blank check” preferred stock that could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt; • from and after such time as EE Holdings (including its permitted transferees) ceases to beneficially own at least 40% of the combined voting power of our then-outstanding capital stock entitled to vote generally in director elections (the “Trigger Date”), establishing a classified board of directors, with each class serving three-year staggered terms, so that not all members of our board of directors are elected at one time; • from and after such time as our board is classified, providing that directors can be removed only for cause and only by the affirmative vote of at least 66 2∕3% of the voting power of the stock outstanding and entitled to vote on the election of directors, voting together as a single class; • prohibiting the use of cumulative voting for the election of directors; • from and after the Trigger Date, eliminating the ability of stockholders to call special meetings and prohibiting stockholder action by written consent and instead requiring stockholder actions to be taken at a meeting of our stockholders; • from and after the Trigger Date, providing that only the board can fill vacancies on the board of directors; • from and after the Trigger Date, requiring the approval of the holders of at least 66 2∕3% of voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, to amend or repeal our bylaws and certain provisions of our certificate of incorporation; • establishing advance notice provisions for stockholder proposals and nominations for elections to the board of directors to be acted upon at meetings of stockholders; and • providing that the board of directors is expressly authorized to adopt, or to alter or repeal, our bylaws.
Among other things, these provisions include: • providing for two classes of stock; • authorizing the issuance of “blank check” preferred stock that could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt; • from and after such time as EE Holdings (including its permitted transferees) ceases to beneficially own at least 40% of the combined voting power of our then-outstanding capital stock entitled to vote generally in director elections (the “Trigger Date”), establishing a classified board of directors, with each class serving three-year staggered terms, so that not all members of our board of directors are elected at one time; • from and after such time as our board is classified, providing that directors can be removed only for cause and only by the affirmative vote of at least 66 2∕3% of the voting power of the stock outstanding and entitled to vote on the election of directors, voting together as a single class; • prohibiting the use of cumulative voting for the election of directors; • from and after the Trigger Date, eliminating the ability of stockholders to call special meetings and prohibiting stockholder action by written consent and instead requiring stockholder actions to be taken at a meeting of our stockholders; • from and after the Trigger Date, providing that only the board can fill vacancies on the board of directors; 28 • from and after the Trigger Date, requiring the approval of the holders of at least 66 2∕3% of voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, to amend or repeal our bylaws and certain provisions of our certificate of incorporation; • establishing advance notice provisions for stockholder proposals and nominations for elections to the board of directors to be acted upon at meetings of stockholders; and • providing that the board of directors is expressly authorized to adopt, or to alter or repeal, our bylaws.
Our amended and restated certificate of incorporation provides that, unless we, in writing, select or consent to the selection of an alternative forum, all complaints asserting any internal corporate claims (defined as claims, including claims in the right of our company: (i) that are based upon a violation of a duty by a current or former director, officer, employee, or stockholder in such capacity; or (ii) as to which the Delaware General Corporation Law (the “DGCL”) confers jurisdiction upon the Court of Chancery), to the fullest extent permitted by law, and subject to applicable jurisdictional requirements, shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have, or declines to accept, subject matter jurisdiction, another state court or a federal court located 27 within the State of Delaware).
Our amended and restated certificate of incorporation provides that, unless we, in writing, select or consent to the selection of an alternative forum, all complaints asserting any internal corporate claims (defined as claims, including claims in the right of our company: (i) that are based upon a violation of a duty by a current or former director, officer, employee, or stockholder in such capacity; or (ii) as to which the Delaware General Corporation Law (the “DGCL”) confers jurisdiction upon the Court of Chancery), to the fullest extent permitted by law, and subject to applicable jurisdictional requirements, shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have, or declines to accept, subject matter jurisdiction, another state court or a federal court located within the State of Delaware).
Regasification contracts are awarded based upon a variety of factors relating to the vessel operator, including, but not limited to: • FSRU experience and quality of ship operations; • shipping industry relationships and reputation for customer service and safety; • technical ability and reputation for operation of highly specialized vessels, including FSRUs; • quality and experience of seafaring crew; • financial stability; • construction management experience, including (i) relationships with shipyards and the ability to secure suitable berths and (ii) the ability to obtain on-time delivery of new FSRUs according to customer specifications; • willingness to accept operational and other risks, such as allowing customer termination rights for extended operational failures and force majeure events; • the ability to commence operations quickly; and • price competitiveness.
Regasification contracts are awarded based upon a variety of factors relating to the vessel operator, including, but not limited to: • FSRU experience and quality of ship operations; • shipping industry relationships and reputation for customer service and safety; • technical ability and reputation for operation of highly specialized vessels, including FSRUs; • quality and experience of seafaring crew; • financial stability; 15 • construction management experience, including (i) relationships with shipyards and the ability to secure suitable berths and (ii) the ability to obtain on-time delivery of new FSRUs according to customer specifications; • willingness to accept operational and other risks, such as allowing customer termination rights for extended operational failures and force majeure events; • the ability to commence operations quickly; and • price competitiveness.
Compliance with current or future privacy, data security, and data protection laws, rules, regulations, guidance, industry standards, and contractual obligations related to personal and confidential information (which may broadly include business-to-business contacts or employees data) to which we are subject could be costly and could require us to change our business practices in a manner that does not align with our business objectives (e.g., by limiting our ability to provide certain products and services, such as those that involve sharing information with third parties).
Compliance with current or future privacy, data security, and data protection laws, rules, regulations, guidance, industry standards, and contractual obligations related to personal and confidential information (which may broadly include data of business-to-business contacts or employees) to which we are subject could be costly and could require us to change our business practices in a manner that does not align with our business objectives (e.g., by limiting our ability to provide certain products and services, such as those that involve sharing information with third parties).
These expenditures could vary significantly from quarter to quarter and could increase as a result of changes in: • the cost of labor and materials, including due to inflationary pressures; • customer requirements; • fleet and project size; • the cost of replacement vessels; • length of charters; • governmental regulations and maritime self-regulatory organization standards relating to safety, security or the environment; 16 • competitive standards; and • operating conditions, including adverse weather events, sea currents and natural disasters impacting performance, required maintenance and repair intervals and spending.
These expenditures could vary significantly from quarter to quarter and could increase as a result of changes in: • the cost of labor and materials, including due to inflationary pressures; • customer requirements; • fleet and project size; • the cost of replacement vessels; • length of charters; • governmental regulations and maritime self-regulatory organization standards relating to safety, security or the environment; • competitive standards; and • operating conditions, including adverse weather events, sea currents and natural disasters impacting performance, required maintenance and repair intervals and spending.
Any inability to adequately address privacy, data security, and data protection-related concerns or comply with related laws, rules, regulations, guidance, industry standards, and contractual obligations could adversely impact our business by requiring us to change our business activities or modify our solutions and platform capabilities in a manner that does not align with our business objectives and result in fines, penalties, injunctions, lawsuits and other claims and penalties, along with potentially causing damage to our reputation, inhibiting our growth, and otherwise adversely affecting our business.
Any inability to adequately address privacy, data security, and data protection-related concerns or comply with related laws, rules, regulations, guidance, industry standards, and contractual obligations could adversely impact our business by requiring us to change our business activities or modify our solutions and platform capabilities in a manner that does not align with our business objectives and result in fines, penalties, injunctions, lawsuits and other claims and penalties, along with potentially causing damage to our reputation, inhibiting our growth, and otherwise adversely 26 affecting our business.
Companies that do not adapt to or comply with investor, lender or other industry shareholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage, costs related to litigation and the business, financial condition or stock price of such a company could be materially and adversely affected.
Companies that do not adapt to or comply with investor, lender or other industry shareholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage, costs related to litigation and the business, financial condition or stock price of such a company could be materially and adversely affected.
The amount of such payments will be determined on the basis of certain assumptions in the TRA, including (i) the assumption that we would have enough taxable income in the future to fully utilize the tax benefit resulting from the tax assets that are the subject of the TRA, (ii) the assumption that any item of loss, deduction or credit generated by a basis adjustment or imputed interest arising in a taxable year preceding the taxable year that includes an early termination will be used by us ratably from such taxable year through the earlier of (x) the scheduled expiration of such tax item or (y) 15 years; (iii) the assumption that any non-amortizable assets are deemed to be disposed of in a fully taxable transaction on the fifteenth anniversary of the earlier of the basis adjustment and the early termination date; (iv) the assumption that U.S. federal, state and local tax rates will be the same as in effect on the early termination date, unless scheduled to change; and (v) the assumption that any interests of EELP (other than those held by us) outstanding on the termination date are deemed to be exchanged for an amount equal to the market value of the corresponding number of shares of Class A Common Stock on the termination date.
The amount of such payments will be determined on the basis of certain assumptions in the TRA, including (i) the assumption that we would have enough taxable income in the future to fully utilize the tax benefit resulting from the tax assets that are the subject of the TRA, (ii) the assumption that any item of loss, deduction or credit generated by a basis adjustment or imputed interest arising in a taxable year preceding the taxable year that includes an early termination will be used by us ratably from such taxable year through the earlier of (x) the scheduled expiration of such tax item or (y) 15 years; (iii) the assumption that any non-amortizable assets are deemed to be disposed of in a fully taxable transaction on the fifteenth anniversary of the earlier of the basis adjustment and the early termination date; (iv) the assumption that U.S. federal, state and local as well as foreign tax rates will be the same as in effect on the early termination date, unless scheduled to change; and (v) the assumption that any interests of EELP (other than those held by us) outstanding on the termination date are deemed to be exchanged for an amount equal to the market value of the corresponding number of shares of Class A Common Stock on the termination date.
Our processes and controls for reporting sustainability matters, now and in the future, may not always comply with evolving and disparate standards for identifying, measuring and reporting such metrics, including sustainability-related disclosures that may be required of public companies by the SEC, and such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals or ability to achieve such goals in the future.
Our processes and controls for reporting sustainability matters, now and in the future, may not always comply with evolving and disparate standards for identifying, measuring 31 and reporting such metrics, including sustainability-related disclosures that may be required of public companies by the SEC, and such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals or ability to achieve such goals in the future.
Our vessels, the LNG and natural gas onboard and our other facilities and the LNG infrastructure to which we are interconnected are at risk of being damaged or lost because of events such as: • marine disasters; • piracy; • environmental incidents or pollution; • bad weather; • mechanical failures; • grounding, fire, explosions and collisions; • cargo and property losses or damage; • human error; and • war and terrorism.
Our vessels, the LNG and natural gas onboard and our other facilities and the LNG infrastructure to which we are interconnected are at risk of being damaged or lost because of events such as: • marine disasters; • piracy; • environmental incidents or pollution; • bad weather; 19 • mechanical failures; • grounding, fire, explosions and collisions; • cargo and property losses or damage; • human error; and • war and terrorism.
While we maintain industry-standard war risk insurance, our insurance policies in totality may not be adequate enough to protect us from all losses related to political disruptions, including losses as a result of project delays or business interruption. Any attempt to recover from loss from political disruption may be time-consuming and expensive, and the outcome may be uncertain.
While we maintain industry-standard war risk insurance, our insurance policies in totality may not be adequate enough to protect us from all losses related to political disruptions, including losses as a result of project delays or business interruption. Any attempt to recover from loss due to a political disruption may be time-consuming and expensive, and the outcome may be uncertain.
Consequently, our ability to access the credit market in order to attract financing on reasonable terms may be adversely affected. Until recently, global financial markets had operated in an ultra-low interest rate environment since the 2008 financial crisis, which has resulted in abnormal fund flows and traditional investment grade versus non-investment grade credit spreads.
Consequently, our ability to access the credit markets in order to attract financing on reasonable terms may be adversely affected. Until recently, global financial markets had operated in an ultra-low interest rate environment since the 2008 financial crisis, which has resulted in abnormal fund flows and traditional investment grade versus non-investment grade credit spreads.
Thus, our obligations under the TRA could have a substantial negative effect on our financial condition and liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, or other forms of business combinations or changes in control. We cannot assure you that we will be able to finance any early termination payment.
Thus, our obligations under the TRA could have a substantial negative effect on our financial condition and liquidity and could have the effect of delaying, deferring 35 or preventing certain mergers, asset sales, or other forms of business combinations or changes in control. We cannot assure you that we will be able to finance any early termination payment.
Consistent with these goals, the IMO’s MEPC agreed upon draft amendments to MARPOL Annex VI that would establish an enforceable regulatory framework to 24 reduce GHG emissions from international shipping, consisting of technical and operational carbon reduction measures, including use of an EEXI, an operational CII and an enhanced Ship Energy Efficiency Management Plan.
Consistent with these goals, the IMO’s MEPC agreed upon draft amendments to MARPOL Annex VI that would establish an enforceable regulatory framework to reduce GHG emissions from international shipping, consisting of technical and operational carbon reduction measures, including use of an EEXI, an operational CII and an enhanced Ship Energy Efficiency Management Plan.
Our operations are affected by extensive and changing international treaties and conventions, and national and local environmental protection, health, safety and maritime conduct laws and regulations, including those in force in international waters, the jurisdictional waters of the countries in which our vessels operate and the onshore territories in which our facilities are located, as well as Belgium and the Marshall Islands where our vessels are registered.
Our operations are affected by extensive and changing international treaties and conventions as well as national and local environmental protection, health, safety and maritime conduct laws and regulations, including those in force in international waters, the jurisdictional waters of the countries in which our vessels operate, the onshore territories in which our facilities are located, and Belgium 23 and the Marshall Islands where our vessels are registered.
If our indebtedness is accelerated, we may not be able to refinance our debt or obtain additional financing, 30 which would impair our ability to continue to conduct our business. Refinanced credit facilities and future credit facilities may also contain financial and operating covenants that are more restrictive than our current set of financial covenants.
If our indebtedness is accelerated, we may not be able to refinance our debt or obtain additional financing, which would impair our ability to continue to conduct our business. Refinanced credit facilities and future credit facilities may also contain financial and operating covenants that are more restrictive than our current set of financial covenants.
Although we believe that we have been in compliance with all applicable sanctions, embargo and anti-corruption laws and regulations, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations.
Although we believe that we have been in compliance with 24 all applicable sanctions, embargo and anti-corruption laws and regulations, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations.
In particular, the General Data Protection Regulation (“GDPR”) applies to (i) the processing of personal data carried out in the context of the activities of a company established in the European Union; and (ii) the processing of personal data carried out by a company not established in the EU where such processing relates to (a) the offering of goods or services to data subjects who are in the EU, or (b) the monitoring of the behavior of data subjects who are in the European Union.
In particular, the European Union General Data Protection Regulation (“GDPR”) applies to (i) the processing of personal data carried out in the context of the activities of a company established in the European Union; and (ii) the processing of personal data carried out by a company not established in the European Union where such processing relates to (a) the offering of goods or services to data subjects who are in the European Union, or (b) the monitoring of the behavior of data subjects who are in the European Union.
We may not have access to such equity or debt capital on favorable terms at the desired times, or at all. 29 Our debt level and finance lease liabilities may limit our flexibility in obtaining additional financing, refinancing credit facilities upon maturity or pursuing other business opportunities.
We may not have access to such equity or debt capital on favorable terms at the desired times, or at all. Our debt level and finance lease liabilities may limit our flexibility in obtaining additional financing, refinancing credit facilities upon maturity or pursuing other business opportunities.
We may also decide to delay, postpone or discontinue a project in order to prioritize a different project than we originally planned. Expenses with respect to such projects may be significant 14 and will be incurred by us regardless of whether these assets are ultimately constructed and operational.
We may also decide to delay, postpone or discontinue a project in order to prioritize a different project than we originally planned. Expenses with respect to such projects may be significant and will be incurred by us regardless of whether these assets are ultimately constructed and operational.
If a change in control or change in management is delayed or prevented, the market price of our Class A Common Stock could decline. 28 We are a “controlled company” within the meaning of the NYSE rules and, as a result, rely on exemptions from certain corporate governance requirements.
If a change in control or change in management is delayed or prevented, the market price of our Class A Common Stock could decline. We are a “controlled company” within the meaning of the NYSE rules and, as a result, rely on exemptions from certain corporate governance requirements.
Under the U.S. federal partnership audit rules, subject to certain exceptions, audit adjustments to items of income, gain, loss, deduction, or credit of an entity (and any holder’s share thereof) is determined, and taxes, interest, and penalties attributable thereto, are assessed and collected, at the entity level.
Under the U.S. federal partnership audit rules, subject to certain exceptions, audit adjustments to items of income, gain, loss, deduction, or credit of an entity (and any holder’s share thereof) are determined, and taxes, interest, and penalties attributable thereto, are assessed and collected, at the entity level.
Our operations, including joint ventures, outside of the United States are subject to the risks normally associated with any conduct of business in foreign countries including: • changes in laws or policies of particular countries, including those relating to duties, imports, exports and currency; the cancellation or renegotiation of contracts; • the imposition of net profits payments, tax increases or other claims by government entities, including retroactive claims; • a disregard for due process and the rule of law by local authorities; • the risk of intervention, expropriation and nationalization; • delays in obtaining or the inability to obtain necessary governmental permits or the reimbursement of refundable tax from fiscal authorities; • increased disclosure requirements; • currency fluctuations, restrictions on the ability of local operating companies to hold U.S. dollars or other foreign currencies in offshore bank accounts, and limitations or delays on the repatriation of earnings or conversion of local currency to U.S. dollars to pay required expenses; • our ability to assist in minimizing our expatriate workforce’s exposure to double taxation in both the home and host jurisdictions; • import and export regulations; • increased regulatory requirements and restrictions, including environment- and health-related regulations; and • increased financing costs.
Our operations and investments outside of the United States are subject to the risks normally associated with any conduct of business in foreign countries including: • changes in laws or policies of particular countries, including those relating to duties, imports, exports and currency; • the cancellation or renegotiation of contracts; • the imposition of net profits payments, tax increases or other claims by government entities, including retroactive claims; • a disregard for due process and the rule of law by local authorities; • the risk of intervention, expropriation and nationalization; • delays in obtaining or the inability to obtain necessary governmental permits or the reimbursement of refundable tax from fiscal authorities; • increased disclosure requirements; • currency fluctuations, restrictions on the ability of local operating companies to hold U.S. dollars or other foreign currencies in offshore bank accounts, and limitations or delays on the repatriation of earnings or conversion of local currency to U.S. dollars to pay required expenses; • our ability to assist in minimizing our expatriate workforce’s exposure to double taxation in both the home and host jurisdictions; • import and export regulations; • increased regulatory requirements and restrictions, including environment- and health-related regulations; and • increased financing costs.
The occurrence of any of these risks could harm our business, financial condition, results of operations and/or growth prospects or cause our actual results to differ materially from those contained in forward-looking statements 13 we have made in this report and those we may make from time to time.
The occurrence of any of these risks could harm our business, financial condition, results of operations and/or growth prospects or cause our actual results to differ materially from those contained in forward-looking statements we have made in this report and those we may make from time to time.
For example, laws, regulations and other initiatives to shift electricity generation away from fossil fuels to renewable sources over time are at various stages of implementation and consideration and may continue to be adopted in the future in the markets in which we operate.
For 25 example, laws, regulations and other initiatives to shift electricity generation away from fossil fuels to renewable sources over time are at various stages of implementation and consideration and may continue to be adopted in the future in the markets in which we operate.
Furthermore, increasing attention to climate change risks has resulted in an increased possibility of governmental investigations and additional private litigation without regard to causation or its contribution to the asserted damage, which could increase its costs or otherwise adversely affect our businesses.
Furthermore, attention to climate change risks has resulted in an increased possibility of governmental investigations and additional private litigation without regard to causation or its contribution to the asserted damage, which could increase its costs or otherwise adversely affect our businesses.
Risks Related to Regulations Failure to obtain and maintain approvals and permits from governmental and regulatory agencies with respect to the design, construction and operation of our facilities and provision of our services, including the import of LNG and sale of gas, could impede project development and operations and construction.
Risks Related to Regulations Failure to obtain and maintain approvals and permits from governmental and regulatory agencies with respect to the design, construction and operation of our facilities and provision of our services, including the import and sale of LNG and natural gas, could impede project development and operations and construction.
The process to obtain the permits, approvals and authorizations we need to conduct our business, and the interpretations of those rules, is complex, time-consuming, challenging and 22 varies in each jurisdiction in which we operate. We cannot control the outcome of the regulatory review and approval processes.
The process to obtain the permits, approvals and authorizations we need to conduct our business, and the interpretations of those rules, is complex, time-consuming, challenging and varies in each jurisdiction in which we operate. We cannot control the outcome of the regulatory review and approval processes.
The successful assertion of one or more large claims 26 against us that exceed available insurance coverage or the occurrence of changes in our insurance policies could cause us to incur direct losses or result in premium increases or the imposition of large deductible or coinsurance requirements.
The successful assertion of one or more large claims against us that exceed available insurance coverage or the occurrence of changes in our insurance policies could cause us to incur direct losses or result in premium increases or the imposition of large deductible or coinsurance requirements.
Differences between the date when we pay our suppliers and the date when we receive payments from our customers may adversely affect our liquidity and our cash flows. We expect our working capital needs to increase as our total business increases.
Differences between the date when we pay our suppliers and the date when we receive payments from our customers may adversely affect our liquidity and our cash flows. We expect our working 33 capital needs to increase as our total business increases.
Our access to additional third-party sources of financing will depend, in part, on: • domestic and international debt and equity market conditions; • acceptable interest rates; • the market’s perception of our growth potential; • our current debt levels; • our current and expected future earnings; • restrictions in our customer contracts to pledge or place debt on our assets; • risk allocation requirements for limited recourse financing vehicles; • creditworthiness of potential customers and lenders; • our cash flow; and • the market price per share of our Class A Common Stock.
Our access to additional third-party sources of financing will depend, in part, on: • domestic and international debt and equity market conditions; • interest rates; • the market’s perception of our growth potential; • our current debt levels; • our current and expected future earnings; • restrictions in our customer contracts to pledge or place debt on our assets; • risk allocation requirements for limited recourse financing vehicles; 29 • creditworthiness of potential customers and lenders; • our cash flow; and • the market price per share of our Class A Common Stock.
OPA 23 applies to discharges of any oil from a ship in U.S. waters, including discharges of fuel and lubricants from an LNGC, even if the ships do not carry oil as cargo.
OPA applies to discharges of any oil from a ship in U.S. waters, including discharges of fuel and lubricants from an LNGC, even if the ships do not carry oil as cargo.
The market for LNG regasification services is competitive, and we may not be able to compete successfully. The market for LNG regasification services in which we operate is competitive, especially with respect to the securing of long-term contracts.
The market for LNG regasification services is competitive, and we may not be able to compete successfully. The industry in which we operate is competitive, especially with respect to the securing of long-term LNG regasification contracts.
For more information regarding the material terms of the contracts with our customers, see “Business—Time Charter Customers and Contracts,” and for more information regarding the risks related to termination of the contracts with our customers, see “—Our contracts with our customers are subject to termination under certain circumstances,” immediately below.
For more information regarding the material terms of the contracts with our customers, see “Business—Time Charter Customers and Contracts,” and for more information regarding the risks related to termination of the contracts with our customers, see “—Our contracts with our customers are subject to termination under certain circumstances,” below.
These risks include, but are not limited to, the following: • unplanned issues, including time delays, unforeseen expenses, cost inflation, materials or labor shortages, which could result in delayed receipt of payment or project cancellation; • the competitive market for LNG regasification services; • changes in the supply of and demand for and price of LNG and natural gas and LNG regasification capacity; • our need for substantial expenditures to maintain and replace, over the long-term, the operating capacity of our assets; • our ability to obtain and maintain approvals and permits from governmental and regulatory agencies with respect to the design, construction and operation of our facilities and provision of our services; • our ability to access financing on favorable terms; • our debt level and finance lease liabilities, which may limit our flexibility in obtaining additional financing, or refinancing credit facilities upon maturity; • our financing agreements, which include financial restrictions and covenants and are secured by certain of our vessels; • our ability to enter into or extend contracts with customers and our customers’ failure to perform their contractual obligations; • our ability to purchase or receive physical delivery of LNG in sufficient quantities to satisfy our delivery and sales obligations under GSAs and/or LNG sales agreements or at attractive prices; • our ability to maintain relationships with our existing suppliers, source new suppliers for LNG and critical components of our projects and complete building out our supply chain; • risks associated with conducting business in foreign countries, including political, legal, and economic risk; • the technical complexity of our FSRUs and LNG import terminals and related operational problems; • the risks inherent in operating our FSRUs and other LNG infrastructure assets; • customer termination rights in our contracts; • adverse effects on our operations due to disruption of third-party facilities; • infrastructure constraints and community and political group resistance to existing and new LNG and natural gas infrastructure over concerns about the environment, safety and terrorism; • shortages of qualified officers and crew impairing our ability to operate or increasing the cost of crewing our vessels; • acts of terrorism, war or political or civil unrest; • compliance with various international treaties and conventions and national and local environmental, health, safety and maritime conduct laws that affect our operations; • Kaiser having the ability to direct the voting of a majority of the voting power of our common stock, and his interests possibly conflicting with those of our other stockholders; • the possibility that EELP will be required to make distributions to us and the other partners of EELP; • our dependence upon distributions from our subsidiaries to pay dividends, if any, taxes and other expenses and make payments under the TRA; and • the requirement that we pay over to the TRA Beneficiaries (as defined herein) most of the tax benefits we receive.
These risks include, but are not limited to, the following: • unplanned issues, including time delays, unforeseen expenses, cost inflation, materials or labor shortages, which could result in delayed receipt of payment or existing or anticipated project cancellation; • the competitive market for LNG regasification services; • changes in the supply of and demand for and price of LNG and natural gas and LNG regasification capacity; • our need for substantial expenditures to maintain and replace, over the long-term, the operating capacity of our assets; • risks associated with conducting business outside of the United States, including political, legal, and economic risk; • our ability to obtain and maintain approvals and permits from governmental and regulatory agencies with respect to the design, construction and operation of our facilities and provision of our services; • our ability to access financing on favorable terms; • our debt level and finance lease liabilities, which may limit our flexibility in obtaining additional financing, or refinancing credit facilities upon maturity; • our financing agreements, which include financial restrictions and covenants and are secured by certain of our vessels; • our ability to enter into or extend contracts with customers and our customers’ failure to perform their contractual obligations; • our ability to purchase or receive physical delivery of LNG in sufficient quantities to satisfy our delivery and sales obligations under GSAs and/or LNG sales agreements or at attractive prices; • our ability to maintain relationships with our existing suppliers, source new suppliers for LNG and critical components of our projects and complete building out our supply chain; • the technical complexity of our FSRUs and LNG import terminals and related operational problems; • the risks inherent in operating our FSRUs and other LNG infrastructure assets; • customer termination rights in our contracts; • adverse effects on our operations due to disruption of third-party facilities; • infrastructure constraints and community and political group resistance to existing and new LNG and natural gas infrastructure over concerns about the environment, safety and terrorism; • shortages of qualified officers and crew impairing our ability to operate or increasing the cost of crewing our vessels; • acts of terrorism, war or political or civil unrest; • compliance with various international treaties and conventions and national and local environmental, health, safety and maritime conduct laws that affect our operations; • Kaiser having the ability to direct the voting of a majority of the voting power of our common stock, and his interests possibly conflicting with those of our other stockholders; • the possibility that EELP will be required to make distributions to us and the other partners of EELP; • our dependence upon distributions from our subsidiaries to pay dividends, if any, taxes and other expenses and make payments under the TRA; and • the requirement that we pay over to the TRA Beneficiaries (as defined herein) most of the tax benefits we receive. 14 Risks Related to Our Business and Operations We are subject to risks related to construction and commissioning of our projects.
For example, in response to Russia’s expanded invasion of Ukraine in February 2022, the United States, the United Kingdom and European Union member states, among other countries, imposed significant sanctions, import and export controls on Russia and Belarus, which target different sectors, including the energy sector, and on certain individuals and entities connected to Russian or Belarusian political, business and financial organizations.
For example, in response to Russia’s expanded invasion of Ukraine in February 2022, the United States, the United Kingdom and European Union member states, among other countries, imposed and continue to impose significant sanctions, import and export controls on Russia and Belarus, which target different sectors, including the energy sector, and on certain individuals and entities connected to Russian or Belarusian political, business and financial organizations.
Sales by our directors, executive officers and significant stockholders, or the perception that these sales could occur, could adversely affect the market 35 price of our Class A Common Stock.
Sales by our directors, executive officers and significant stockholders, or the perception that these sales could occur, could adversely affect the market price of our Class A Common Stock.
Changes in the index prices relative to each other, also referred to as basis spread, can significantly affect our margins or even result in losses, and LNG price fluctuations may make it expensive or uneconomic for us to acquire short-term supply to meet our gas delivery obligations under our GSAs or LNG sales agreements.
Changes in the index prices relative to each other, also referred to as basis spread, can significantly affect our margins or even result in losses. LNG price 18 fluctuations may make it expensive or uneconomic for us to acquire short-term supply to meet our gas delivery obligations under our GSAs or LNG sales agreements.
Vessel values for FSRUs can fluctuate substantially over time due to a number of different factors, including: • prevailing economic conditions in the LNG, natural gas and energy markets; • a substantial or extended decline or increase in demand for LNG; • increases in the supply of vessel capacity; • the size and age of a vessel; • the remaining term on existing time charters; and 21 • the cost of retrofitting or modifying existing vessels, as a result of technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, customer requirements or otherwise.
Vessel values for FSRUs can fluctuate substantially over time due to a number of different factors, including: • prevailing economic conditions in the LNG, shipping, natural gas and energy markets; • a substantial or extended decline or increase in demand for LNG; • increases in the supply of vessel capacity; • the age of a vessel; • the remaining term on existing time charters; and • the cost of retrofitting or modifying existing vessels, as a result of technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, customer requirements or otherwise.
We cannot predict whether or to what extent damage that may be caused by natural events, such as severe tropical storms, hurricanes, cyclones and typhoons will affect our operations or the economies in our current or future market areas, but the increased frequency and severity of such weather events could increase the negative impacts to economic conditions in these regions and result in a decline in the value or the destruction of regasification terminals and downstream facilities or affect our ability to import LNG or sell natural gas.
We cannot predict whether or to what extent damage that may be 22 caused by natural events, such as severe tropical storms or cyclones will affect our operations or the economies in our current or future market areas, but the increased frequency and severity of such weather events could increase the negative impacts to economic conditions in these regions and result in a decline in the value or the destruction of regasification terminals and downstream facilities or affect our ability to import LNG or sell natural gas.
The amount and timing of any payments under the TRA will vary depending on a number of factors, including the price of our Class A Common Stock at the time of the exchange; the timing of future exchanges; the extent to which exchanges are taxable; the 34 amount and timing of the utilization of tax attributes; the amount, timing and character of our income; the U.S. federal, state and local tax rates then applicable; the amount of each exchanging partner’s tax basis in its interests at the time of the relevant exchange; the depreciation and amortization periods that apply to the assets of EELP and its subsidiaries; the timing and amount of any earlier payments that we may have made under the TRA and the portion of our payments under the TRA that constitute imputed interest or give rise to depreciable or amortizable tax basis.
The amount and timing of any payments under the TRA will vary depending on a number of factors, including the price of our Class A Common Stock at the time of the exchange; the timing of future exchanges; the extent to which exchanges are taxable; the amount and timing of the utilization of tax attributes; the amount, timing and character of our income; the U.S. federal, state and local as well as the foreign tax rates then applicable; the amount of each exchanging partner’s tax basis in its interests at the time of the relevant exchange; the depreciation and amortization periods that apply to the assets of EELP and its subsidiaries; the timing and amount of any earlier payments that we may have made under the TRA and the portion of our payments under the TRA that constitute imputed interest or give rise to depreciable or amortizable tax basis.
As the nature, scope and complexity of ESG reporting, calculation methodologies, voluntary reporting standards and disclosure requirements expand, including the SEC’s proposed disclosure requirements regarding, among other matters, GHG emissions, we may have to undertake additional costs to control, assess and report on ESG metrics.
As the nature, scope and complexity of ESG reporting, calculation methodologies, voluntary reporting standards and disclosure requirements change, including the SEC’s proposed disclosure requirements regarding, among other matters, GHG emissions, we may have to undertake additional costs to control, assess and report on ESG metrics.
Any determination to pay dividends to holders of our Class A Common Stock in the future will be subject to applicable law, the terms of any applicable governing documents and agreements and at the discretion of our board of directors and will depend upon many factors, including our financial condition, results of operations, projections, liquidity, earnings, legal requirements, covenant compliance, restrictions in our existing and any future debt agreements and other factors that our board of directors deems relevant.
Any determination to pay dividends to holders of our Class A Common Stock or make repurchases of Class A Common Stock in the future will be subject to applicable law, the terms of any applicable governing documents and agreements and at the discretion of our board of directors and will depend upon many factors, including our financial condition, results of operations, projections, liquidity, earnings, legal requirements, covenant compliance, restrictions in our existing and any future debt agreements and other factors that our board of directors deems relevant.
In addition, these requirements can affect the resale value or useful lives of our ships, require a reduction in cargo capacity, necessitate ship modifications or operations changes or lead to decreased availability of insurance coverage for environmental matters.
In addition, these requirements can affect the resale value or useful lives of our vessels, require a reduction in cargo capacity, necessitate ship modifications or operations changes or lead to decreased availability of insurance coverage for environmental matters.
According to COP28, its central aim is to strengthen the global response to the threat of climate change by limiting a global temperature rise this century to 2.7 degrees Fahrenheit above pre-industrial levels and net zero by 2050.
According to COP29, its central aim is to strengthen the global response to the threat of climate change by limiting a global temperature rise this century to 2.7 degrees Fahrenheit above pre-industrial levels and net zero by 2050.
While we are in compliance with all covenants as of December 31, 2023, we cannot provide any assurance that we will continue to meet these ratios or satisfy our financial or other covenants or that our lenders will waive any failure to do so.
While we are in compliance with all covenants as of December 31, 2024, we cannot provide any assurance that we will continue to meet these ratios or satisfy our financial or other covenants or that our lenders will waive any failure to do so.
We could face increased competition for providing flexible storage and regasification services for LNG import projects from a number of experienced companies, including state-sponsored entities and major energy companies. While there has been limited availability of FSRUs in recent years, new entrants may enter the market, including companies with strong reputations and extensive resources and experience.
We could face increased competition for providing storage and regasification services for LNG import projects from a number of experienced companies, including state-sponsored entities and major energy companies. While there has been limited availability of FSRUs in recent years, new participants may enter the market, including companies with strong reputations and extensive resources and experience.
Because the interpretation and application of many privacy, data security, and data protection laws, rules, regulations, guidance, industry standards, and contractual obligations are uncertain, it is possible that these laws may be interpreted and enforced in a manner that is inconsistent with our expectations so our practices may not be in compliance.
Because the interpretation and application of many privacy, data security, and data protection laws, rules, regulations, guidance, industry standards, and contractual obligations are uncertain, it is possible that these laws may be interpreted and enforced in a manner that is inconsistent with our expectations, and as a result, our practices may not be in compliance.
These restrictions may require the consent of our lenders, or may prevent or otherwise limit our ability to, among other things: • merge into, or consolidate with, any other entity or sell, or otherwise dispose of, all or substantially all of our assets; • make or pay dividends and certain other distributions; • incur additional indebtedness; • make certain investments; • incur liens; • enter into transactions with affiliates; • enter into sale-leaseback transactions; • enter into swap agreements; • incur or make any capital expenditures; or • materially amend or terminate our customer contract for the vessel that secures the financing.
These restrictions may require the consent of our lenders, or may prevent or otherwise limit our ability to, among other things: • merge into, or consolidate with, any other entity or sell, or otherwise dispose of, all or substantially all of our assets; • make or pay dividends and certain other distributions; • incur additional indebtedness; • make certain investments; 30 • incur liens; • enter into transactions with affiliates; • enter into sale-leaseback transactions; • enter into swap, forward, future, or derivative agreements; • enter into certain other restrictive agreements; • incur or make any capital expenditures; or • materially amend or terminate our customer contract for the vessel that secures the financing.
If these threats are not recognized or detected until they have been launched, we may be unable to anticipate these threats and may not become aware in a timely manner of such a security breach, which could exacerbate any damage we experience.
If cybersecurity threats are not recognized or detected until they have been launched, we may be unable to anticipate these threats and may not become aware in a timely manner of such security incident, which could exacerbate any damage we experience.
We intend to cause EELP to make distributions to us pursuant to the EELP Limited Partnership Agreement in an amount sufficient to cover our expenses, all applicable taxes payable and dividends, if any, declared by us, and to enable us to make payments under the TRA.
We have caused and intend to continue to cause EELP to make distributions to us pursuant to the EELP Limited Partnership Agreement in an amount sufficient to cover our expenses, all applicable taxes payable and dividends, if any, declared by us, and to enable us to make payments under the TRA.
Such a failure could generate public concern and negative media coverage and have a corresponding impact on our reputation and our relationships with relevant regulatory agencies and local communities. Our contracts with our customers are subject to termination under certain circumstances. Our contracts with our customers contain various termination rights.
Such a failure could generate public concern and negative media coverage and have a corresponding impact on our reputation and our relationships with relevant regulatory agencies and local communities. Our contracts with our customers are subject to termination under certain circumstances.
Natural gas, LNG, and crude oil prices and demand for and price of LNG regasification capacity have at various times been and may become volatile due to one or more of the following factors: • additions to competitive regasification capacity; • imposition of tariffs; • insufficient or oversupply of natural gas liquefaction or export capacity worldwide; • insufficient LNG tanker capacity; • weather conditions and natural disasters; • reduced demand and lower prices for natural gas over an extended period; • higher LNG prices, which could make other fuels more competitive in the markets where we operate; • inflationary pressures; • increased natural gas production deliverable by pipelines in the markets where we operate, which could suppress demand for LNG; • decreased crude oil and natural gas exploration activities, including shut-ins and possible proration, which have begun and may continue to decrease the production of natural gas available for liquefaction; • cost improvements that allow competitors to offer LNG regasification services at reduced prices; • changes in supplies of, and prices for, alternative energy sources, such as coal, crude oil, nuclear, hydroelectric, wind and solar energy, which may reduce the demand for natural gas; • changes in regulatory, tax or other governmental policies regarding imported or exported LNG, natural gas or alternative energy sources, which may reduce the demand for imported LNG or natural gas in the markets where we operate; • political conditions; • adverse relative demand for LNG compared to other markets; • changes in economic conditions of countries where we operate or purchase or sell LNG and natural gas; and • cyclical trends in general business and economic conditions that cause changes in the demand for natural gas.
Natural gas, LNG, and crude oil prices and demand for and price of LNG regasification capacity have at various times been and may become volatile due to one or more of the following factors: • additions to competitive regasification capacity; • changes in import and export policies, including trade restrictions, new or increased tariffs or quotas, embargoes, sanctions and countersanctions, safeguards or customs restrictions; • insufficient or oversupply of natural gas liquefaction or export capacity worldwide; • insufficient LNG tanker capacity; • weather conditions and natural disasters; • reduced demand and lower prices for natural gas over an extended period; • higher LNG prices, which could make other fuels more competitive in the markets where we operate; • inflationary pressures; • increased natural gas production deliverable by pipelines in the markets where we operate, which could suppress demand for LNG; • decreased crude oil and natural gas exploration activities, including shut-ins and possible proration, which have begun and may continue to decrease the production of natural gas available for liquefaction; • cost improvements that allow competitors to offer LNG regasification services at reduced prices; • changes in supplies of, and prices for, alternative energy sources, such as coal, crude oil, nuclear, hydroelectric, wind and solar energy, which may reduce the demand for natural gas; • changes in regulatory, tax or other governmental policies regarding imported or exported LNG, natural gas or alternative energy sources, which may reduce the demand for imported LNG or natural gas in the markets where we operate; • political conditions; • adverse relative demand for LNG compared to other markets; • changes in economic conditions of countries where we operate or purchase or sell LNG and natural gas; and • cyclical trends in general business and economic conditions that cause changes in the demand for natural gas.
Our operations, including joint ventures, outside of the United States are subject to the risks normally associated with any conduct of business in foreign countries, including varying degrees of political, legal and economic risk.
Our operations and investments outside of the United States are subject to the risks normally associated with any conduct of business in foreign countries, including varying degrees of political, legal and economic risk.
Our current operations and future projects are subject to the inherent risks associated with LNG, natural gas and power and maritime operations and other risks, including shipping and transportation of hazardous substances, explosions, pollution, release of toxic substances, fires, seismic events, hurricanes and other adverse weather conditions, acts of aggression or terrorism, cybersecurity breaches and other hazards, each of which could result in significant delays in commencement or interruptions of operations or result in damage to or destruction of our facilities and assets or damage to persons and property.
Our current operations and future projects are subject to the inherent risks associated with LNG, natural gas and power and maritime operations and other risks, including the shipment and transportation of hazardous substances, explosions, pollution, the release of toxic substances, fires, seismic events, cyclones and other adverse weather conditions, acts of aggression or terrorism, cybersecurity incidents and other hazards, each of which could result in significant delays in commencement or interruptions of operations or result in damage to or destruction of our facilities and assets or damage to persons and property.
We may face increasing pressures from investors, lenders and other market participants, who are increasingly focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability.
We may face pressures from certain investors, lenders and other market participants, who are focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability.
Considering our physical presence in Belgium and employment of individuals in the EU, complying with the GDPR may cause us to incur substantial operational costs or require us to change our business practices.
Considering our physical presence in Belgium and employment of individuals in the European Union, complying with the GDPR may cause us to incur substantial operational costs or require us to change our business practices.
For example, governments and private parties are also increasingly filing lawsuits or initiating regulatory action alleging misrepresentation regarding climate change and other environmental, social and governance related matters and practices or a failure or lack of diligence to meet publicly stated sustainability or climate-related goals.
For example, governments and private parties are also increasingly filing lawsuits or initiating regulatory action alleging misrepresentation regarding climate change and other ESG related matters and practices or a failure or lack of diligence to meet publicly stated sustainability or climate-related goals.
Although we will opt out of Section 203, our amended and restated certificate of incorporation will contain provisions that have the same effect as Section 203, except that they will provide that Kaiser and his successors (other than our company), as well as their direct and indirect transferees, will not be deemed to be “interested stockholders,” regardless of the percentage of our voting stock owned by them, and accordingly will not be subject to such restrictions.
Although we have opted out of Section 203, our amended and restated certificate of incorporation contains provisions that have the same effect as Section 203, except that they provide that Kaiser and his successors (other than our company), as well as their direct and indirect transferees, are not deemed to be “interested stockholders,” regardless of the percentage of our voting stock owned by them, and accordingly are not subject to such restrictions.
Under GSAs, SPAs, and LNG supply obligations with current and future customers, we are or will be required to deliver to our customers specified amounts of LNG and/or regasified LNG at specified times and within certain specifications, which requires us to obtain sufficient amounts of LNG.
Under GSAs, SPAs, and LNG supply obligations with current and future customers, we are or will be required to deliver to our customers agreed upon amounts of LNG and/or regasified LNG at stated times and within certain specifications, which requires us to obtain sufficient amounts of LNG.
Kaiser, through his indirect beneficial ownership of all of our outstanding Class B Common Stock, controls approximately 75.7% of the total combined voting power of our outstanding Class A Common Stock and Class B Common Stock, which gives him the ability to prevent a potential takeover of our company.
Kaiser, through his indirect beneficial ownership of all of our outstanding Class B Common Stock, controls approximately 77.5% of the total combined voting power of our outstanding Class A Common Stock and Class B Common Stock, which gives him the ability to prevent a potential takeover of our company.
Any cyber incident or attack or other disruption or failure in these information systems, or other systems or infrastructure upon which they rely, could adversely affect our ability to conduct our business.
Any cybersecurity incident or other disruption or failure in these information systems, or other systems or infrastructure upon which they rely, could adversely affect our ability to conduct our business.
For example, the Brazilian real has experienced significant fluctuations relative to the U.S. dollar in the past and the Argentine peso has devalued significantly against the U.S. dollar, from about six Argentine pesos per dollar in December 2013 to approximately 800 Argentine pesos per dollar in December 2023.
For example, the Brazilian real has experienced significant fluctuations relative to the U.S. dollar in the past and the Argentine peso has devalued significantly against the U.S. dollar, from about six Argentine pesos per dollar in December 2013 to approximately 1000 Argentine pesos per dollar in December 2024.
Threats or instability in a country caused by political events, including elections, change in government, changes in personnel or legislative bodies, military control, civil disturbances, foreign relations or the imposition of sanctions, present serious political and social risk and instability causing interruptions to the flow of business negotiations and influencing relationships with government officials.
Threats or instability in a country caused by political events, including elections, changes in government, such as the change that occurred in Bangladesh in 2024, changes in personnel or legislative bodies, military control, civil disturbances, foreign relations or the imposition of sanctions, present serious political and social risk and instability causing interruptions to the flow of business negotiations and influencing relationships with government officials.
Specifically, the GDPR provides for numerous privacy-related provisions, including control for data subjects (e.g., the “right to be forgotten” and the right to data portability), the implementation of appropriate security measures, requirements related to the transfer of personal data outside the EU in countries not considered as ensuring an adequate level of protection, personal data breach notification requirements, and important administrative fines.
Specifically, the GDPR provides for numerous privacy-related provisions, including control for data subjects (e.g., the “right to be forgotten” and the right to data portability), requirements related to the implementation of appropriate security measures, the transfer of personal data outside the European Union in countries not considered as ensuring an adequate level of protection and personal data breach notification, as well as important administrative fines in case of non-compliance.
As a result, Kaiser, through his ownership of EE Holdings, has the right to designate a certain number of nominees for election to our board of directors and is able to control matters requiring stockholder approval, including the election and removal of directors, changes to our organizational documents, any material change in the nature of the business or operations of our company and our subsidiaries, taken as a whole, as of the date of the Stockholder’s Agreement (as defined herein), and significant corporate transactions, including any merger, consolidation or sale of all or substantially all of our assets for so long as EE Holdings beneficially owns (directly or indirectly) a certain percentage of our outstanding voting power.
Kaiser, through his ownership of EE Holdings, indirectly owns 100% of our Class B Common Stock (representing 77.5% of the total combined voting power of our Class A Common Stock and Class B Common Stock). 27 As a result, Kaiser, through his ownership of EE Holdings, has the right to designate a certain number of nominees for election to our board of directors and is able to control matters requiring stockholder approval, including the election and removal of directors, changes to our organizational documents, any material change in the nature of the business or operations of our company and our subsidiaries, taken as a whole, as of the date of the Stockholder’s Agreement (as defined herein), and significant corporate transactions, including any merger, consolidation or sale of all or substantially all of our assets for so long as EE Holdings beneficially owns (directly or indirectly) a certain percentage of our outstanding voting power.
Acts of war, any outbreak or escalation of hostilities between the United States and any foreign power or between foreign powers or acts of terrorism may cause disruption to the U.S. economy, or the local economies of the markets in which we operate, cause shortages of materials, increase costs associated with obtaining materials, result in uninsured losses, result in the termination of certain customer contracts, affect job growth and consumer confidence or cause economic changes that we cannot anticipate, all of which could reduce demand for natural gas and our services and adversely impact our business, prospects, liquidity, financial condition and results of operations.
Acts of war, any outbreak or escalation of hostilities or acts of terrorism may disrupt the U.S. economy or the local economies of the other markets in which we operate, cause shortages of materials, increase costs associated with obtaining materials, result in uninsured losses or the termination of certain customer contracts, affect job growth and consumer confidence or cause economic changes that we cannot anticipate, all of which could reduce demand for natural gas or LNG and our services and adversely impact our business, prospects, liquidity, financial condition and results of operations.
Timely and cost-effective completion of our energy-related infrastructure in compliance with agreed specifications is highly dependent on the performance of our primary EPC contractor and our other contractors under our agreements with them.
Timely and cost-effective completion of our energy-related infrastructure in compliance with agreed specifications is highly dependent on the performance of our primary engineer, procedure and construct (“EPC”) contractor and our other contractors under our agreements with them.
The increased focus and activism related to ESG and similar matters may hinder access to capital, as investors and lenders may decide to reallocate capital or not to commit capital as a result of their assessment of a company’s ESG practices.
The focus and activism related to ESG and similar matters from these market participants may hinder access to capital, as investors and lenders may decide to reallocate capital or not to commit capital as a result of their assessment of a company’s ESG practices.
Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our ESG policies may impose additional costs on us or expose us to additional risks. Companies across all industries are facing increasing scrutiny relating to their Environmental, Social and Governance (“ESG”) policies and expectations in this area are rapidly evolving.
Certain investors, lenders and other market participants may scrutinize our ESG policies, which may impose additional costs on us or expose us to additional risks. Companies across all industries are facing increasing scrutiny relating to their Environmental, Social and Governance (“ESG”) policies and expectations in this area are rapidly evolving.
Information system failures, cyber incidents or breaches in security could adversely affect us. We rely on accounting, financial, operational, management and other information systems to conduct our operations, including our vessel operations.
Information system failures, or cybersecurity incidents could adversely affect us. We rely on accounting, financial, operational, management and other information systems to conduct our operations, including our vessel operations.
In addition, our historical results of operations, including cash flow, are not indicative of future financial performance, and our actual results of operations could differ significantly from our historical results of operations. We have not adopted, and do not currently expect to adopt, a separate written dividend policy. It em 1B. Unresolved Staff Comments. None.
In addition, our historical results of operations, including cash flow, are not indicative of future financial performance, and our actual results of operations could differ significantly from our historical results of operations. We have not adopted, and do not currently expect to adopt, a separate written dividend policy.
We cannot assure you that we will pay dividends on our Class A Common Stock, and our indebtedness could limit our ability to pay future dividends on our Class A Common Stock. We declared and paid cash dividends on our Class A Common Stock in the prior fiscal year.
We cannot assure you that we will pay dividends on or make additional repurchases of our Class A Common Stock, and our indebtedness could limit our ability to pay future dividends on our Class A Common Stock. We declared and paid cash dividends on and made repurchases of our Class A Common Stock in the prior fiscal year.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

136 edited+40 added−65 removed111 unchanged
Biggest changeCash Flow Statement Highlights Years Ended December 31, 2023, 2022 and 2021 Years ended December 31, 2023 2022 2021 Net cash provided by (used in): (In thousands) Operating activities $ 231,885 $ 225,090 $ 141,613 Investing activities (308,634 ) (119,267 ) (36,091 ) Financing activities 111,357 341,184 (124,097 ) Effect of exchange rate on cash, cash equivalents, and restricted cash (121 ) — — Net increase (decrease) in cash, cash equivalents, and restricted cash $ 34,487 $ 447,007 $ (18,575 ) Operating Activities Cash flows provided by operating activities increased by $6.8 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022, primarily due to: • a $238.2 million increase in inventory cash flows primarily due to Brazil inventory sales during the year ended December 31, 2023; • a $204.2 million decrease in cash flows used in settling accounts payable and accrued liabilities, primarily due to fewer LNG cargo purchases in the year ended December 31, 2023 related to Brazil natural gas sales activity; • a $46.8 million increase in net income; • a $17.0 million increase in depreciation and amortization expense, as discussed above; and • a $15.5 million decrease in cash flows used in settling operating lease assets and liabilities, primarily due to the acquisition of Sequoia which was accounted for as an operating lease in 2022; • partially offset by a $252.8 million decrease in cash received related to deferred revenues, primarily related to prepayments of Brazil natural gas sales; • a $218.9 million decrease in cash flows from collecting accounts receivable, primarily due to natural gas sales in Brazil, partially offset by collections of receivables in the year ended December 31, 2023 related to Finland natural gas sales; • a $21.8 million early extinguishment of lease liability on vessel acquisition in 2022; and • a $17.0 million decrease in the amortization of operating lease right-of-use assets, primarily due to the acquisition of Sequoia which was accounted for as an operating lease in 2022.
Biggest changeMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Repurchase of Equity by Issuer. 51 Cash Flow Statement Highlights Years Ended December 31, 2024, 2023 and 2022 Years ended December 31, 2024 2023 2022 Net cash provided by (used in): (In thousands) Operating activities $ 244,437 $ 231,885 $ 225,090 Investing activities (113,257 ) (308,634 ) (119,267 ) Financing activities (149,024 ) 111,357 341,184 Effect of exchange rate on cash, cash equivalents, and restricted cash (119 ) (121 ) — Net increase (decrease) in cash, cash equivalents, and restricted cash $ (17,963 ) $ 34,487 $ 447,007 Operating Activities Cash flows provided by operating activities increased by $12.5 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily due to differences in the timing of collections and payments related to gas purchases and sales and collections received after our power barge assets went into service, partially offset by drydock expenditures and increased cash tax payments.
Historically, EELP, as a lessor, has accounted for Excellence contract with our customer as a sales-type lease in the consolidated balance sheet in accordance with Accounting Standards Codification 842, Leases. Excellence continues to be accounted for as a sales-type lease and thus did not result in an adjustment to property and equipment.
Historically, EELP, as a lessor, has accounted for Excellence contract with our customer as a sales-type lease in the consolidated balance sheet in accordance with Accounting Standards Codification 842, Leases. The Excellence contract with our customer continues to be accounted for as a sales-type lease and thus did not result in an adjustment to property and equipment.
For the year ended December 31, 2023, Adjusted Gross Margin was $412.4 million, an increase of $55.4 million, as compared to $357.0 million for the year ended December 31, 2022.
Adjusted Gross Margin was $412.4 million for the year ended December 31, 2023, an increase of $55.4 million, as compared to $357.0 million for the year ended December 31, 2022.
Debt Facilities Revolving Credit Facility and Term Loan Facility On April 18, 2022, EELP entered into a senior secured revolving credit agreement, by and among EELP, as borrower, Excelerate, as parent, the lenders party thereto, the issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which the lenders and issuing banks thereunder made available a revolving credit facility (“EE Revolver”), including a letter of credit sub-facility, to EELP.
Debt Facilities Revolving Credit Facility and Term Loan Facility On April 18, 2022, EELP entered into a senior secured revolving credit agreement, by and among EELP, as borrower, Excelerate, as parent, the lenders party thereto, the issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which the lenders and issuing banks thereunder made available a revolving credit facility (the “EE Revolver”), including a letter of credit sub-facility, to EELP.
The financing also requires the vessel to carry typical vessel marine insurances. 2017 Bank Loans On June 23, 2017, we entered into two loan agreements with external banks (the “2017 Bank Loans”) to finance the Moheshkhali LNG (“MLNG”) terminal in Bangladesh. The first arrangement allowed us to borrow up to $32.8 million.
The financing also requires the vessel to carry the typical vessel marine insurances. 2017 Bank Loans On June 23, 2017, we entered into two loan agreements with external banks (the “2017 Bank Loans”) to finance the Moheshkhali LNG (“MLNG”) terminal in Bangladesh. The first arrangement allowed us to borrow up to $32.8 million.
Gross Margin and Adjusted Gross Margin were higher primarily due to new charters in Finland and Germany, and higher rates on charters in Brazil, Argentina and the UAE, partially offset by the end of our contract in Israel in the fourth quarter of 2022 ($41.0 million), lower operating lease expense due to the acquisition of Sequoia ($22.4 million), higher direct margin earned on gas sales in Brazil, Finland and Bangladesh during the year ended December 31, 2023 ($133.8 million), which exceeded direct margin earned on gas sales that occurred in Brazil, Finland and New England during the year ended December 31, 2022 ($121.0 million), improved utilization resulting in lower idle vessel costs in 2023 ($7.7 million), and one of our vessels coming off of suspension in the second quarter of 2022 ($5.6 million), partially offset by the drydocking of one of our vessels, Excellence , that is accounted for as a sales-type lease ($20.3 million), an increase in operating personnel costs ($6.7 million) and increases in repairs and maintenance ($5.0 million).
Gross Margin and Adjusted Gross 48 Margin were higher primarily due to new charters in Finland and Germany, and higher rates on charters in Brazil, Argentina and the UAE, partially offset by the end of our contract in Israel in the fourth quarter of 2022 ($41.0 million), lower operating lease expense due to the acquisition of Sequoia ($22.4 million), higher direct margin earned on gas sales in Brazil, Finland and Bangladesh during the year ended December 31, 2023 ($133.8 million), which exceeded direct margin earned on gas sales that occurred in Brazil, Finland and New England during the year ended December 31, 2022 ($121.0 million), improved utilization resulting in lower idle vessel costs in 2023 ($7.7 million), and one of our vessels coming off of suspension in the second quarter of 2022 ($5.6 million), partially offset by the drydocking of one of our vessels, Excellence , that is accounted for as a sales-type lease ($20.3 million), an increase in operating personnel costs ($6.7 million) and increases in repairs and maintenance ($5.0 million).
The TRA will provide for payment by us to the TRA Beneficiaries of 85% of the amount of the net cash tax savings, if any, that we are deemed to realize as a result of our utilization of certain tax benefits resulting from (i) certain increases in the tax basis of assets of EELP and its subsidiaries resulting from exchanges of EELP partnership interests in the future, (ii) certain tax attributes of EELP and subsidiaries of EELP (including the existing tax basis of assets owned by EELP or its subsidiaries and the tax basis of certain assets purchased from the Foundation) that exist as of the time of the IPO or may exist at the time when Class B interests of EELP are exchanged for shares of Class A Common Stock, and (iii) certain other tax benefits related to us entering into the TRA, including tax benefits attributable to payments that we make under the TRA.
The TRA will provide for payment by us to the TRA Beneficiaries of 85% of the amount of the net cash tax savings, if any, that we are deemed to realize as a result of our utilization of certain tax benefits resulting from (i) certain increases in the tax basis of assets of EELP and its subsidiaries resulting from exchanges of EELP partnership interests in the future, (ii) certain tax attributes of EELP and subsidiaries of EELP (including the existing tax basis of assets owned by EELP or its subsidiaries and the tax basis of certain assets purchased from the Foundation) that existed as of the time of the IPO or may exist at the time when Class B interests of EELP are exchanged for shares of Class A Common Stock, and (iii) certain other tax benefits related to us entering into the TRA, including tax benefits attributable to payments that we make under the TRA.
In 2021, 2022 and 2023, waivers were obtained for immaterial non-financial covenants and are still in effect. Exquisite Vessel Financing In June 2018, we entered into a sale leaseback agreement with the Nakilat JV to provide $220.0 million of financing via a fifteen-year lease agreement for Exquisite at 7.73%.
In 2021, 2022, 2023 and 2024, waivers were obtained for immaterial non-financial covenants and are still in effect. Exquisite Vessel Financing In June 2018, we entered into a sale leaseback agreement with the Nakilat JV to provide $220.0 million of financing via a fifteen-year lease agreement for Exquisite at 7.73%.
As a result, the Company changed the useful lives of our FSRU vessel assets to 40 years and added an estimated salvage value. Asset retirement obligations (“ARO”) We recognize liabilities for retirement obligations associated with tangible long-lived assets when there is a legal obligation associated with the retirement of such assets and the amount can be reasonably estimated.
As a result, we changed the useful lives of our FSRU vessel assets to 40 years and added an estimated salvage value. Asset retirement obligations (“ARO”) We recognize liabilities for retirement obligations associated with tangible long-lived assets when there is a legal obligation associated with the retirement of such assets and the amount can be reasonably estimated.
Depreciation and amortization increased primarily due to the acquisition of Sequoia in the second quarter of 2023, extended commissioning time for our power barge assets in Albania, and accelerated depreciation recognized for assets removed from service on one of our vessels in the second quarter of 2023, partially offset by a decrease due to the update to our useful life assumptions.
Depreciation and amortization increased primarily due to the acquisition of Sequoia in the second quarter of 2023, extended commissioning time for our power barge assets in Albania, and 49 accelerated depreciation recognized for assets removed from service on one of our vessels in the second quarter of 2023, partially offset by a decrease due to the update to our useful life assumptions.
We recognize the tax benefit from an uncertain tax provision only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the tax position. Tax receivable agreement In connection with the IPO, we entered into the TRA with the TRA Beneficiaries.
We recognize the tax benefit from an uncertain tax provision only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the tax position. 57 Tax receivable agreement In connection with the IPO, we entered into the TRA with the TRA Beneficiaries.
Therefore, our effective income tax rate is dependent on many factors, including the Company’s geographical distribution of income, a rate benefit attributable to the portion of the Company’s earnings not subject to corporate level taxes, and the impact of nondeductible items and foreign exchange impacts as well as varying tax regimes of jurisdictions.
Therefore, our effective income tax rate is dependent on many factors, including geographical distribution of income, a rate benefit attributable to the portion of our earnings not subject to corporate level taxes, and the impact of nondeductible items and foreign exchange impacts as well as varying tax regimes of jurisdictions.
Our IT risk management processes are integrated into our Enterprise Risk Management (“ERM”) program, which is designed to identify and evaluate potentially material risks, the potential impact of these risks on the enterprise, as well as steps to control and mitigate those risks. Our ERM program is overseen by our Enterprise Risk Committee (“ERC”).
Our IT risk management processes are integrated into our Enterprise Risk Management (ERM) program, which is designed to identify and evaluate potentially material risks, the potential impact of these risks on the enterprise, as well as steps to control and mitigate those risks. Our ERM program is overseen by our Enterprise Risk Committee (“ERC”).
From our founding, we have focused on providing flexible liquefied natural gas (“LNG”) solutions to markets in diverse environments across the globe, providing a lesser emitting form of energy to markets that often rely on coal as their primary energy source.
From our founding, we have focused on providing liquefied natural gas (“LNG”) solutions to markets in diverse environments across the globe, providing a lesser emitting form of energy to markets that often rely on coal as their primary energy source.
Investing Activities and Capital Expenditures Cash flows used in investing activities were primarily comprised of capital expenditures made for the purchases of property and equipment, which increased by $189.4 million for the year ended December 31, 2023, as compared to the same period in 2022.
Cash flows used in investing activities were comprised of capital expenditures made for the purchases of property and equipment, which increased by $189.4 million for the year ended December 31, 2023, as compared to the same period in 2022.
In one jurisdiction, the Company’s tax rate is significantly less than the applicable statutory rate as a result of a tax holiday that was granted. This tax holiday will expire in 2033 at the same time that our contract and revenue with our customer ends.
In one jurisdiction, our tax rate is significantly less than the applicable statutory rate as a result of a tax holiday that was granted. This tax holiday will expire in 2033 at the same time that our contract and revenue with our customer ends.
We have certain lease agreements that provide for the option to extend or terminate early, which was evaluated on each lease to arrive at the lease term. If we were reasonably certain to exercise a renewal or termination option, this period was factored into the lease term.
We have certain lease agreements that provide for the option to extend or terminate early, which was evaluated on each lease to arrive at the lease term. If we were reasonably certain to exercise a renewal or termination option, this period was factored into the lease 56 term.
As a result of the ENE Onshore Merger, Excelerate ceased to have a non-controlling interest related to ENE Onshore. Factors Affecting the Comparability of Our Results of Operations As a result of a number of factors, our historical results of operations may not be comparable from period to period or going forward.
As a result of the ENE Onshore Merger, Excelerate ceased to have a non-controlling interest related to ENE Onshore. 43 Factors Affecting the Comparability of Our Results of Operations As a result of a number of factors, our historical results of operations may not be comparable from period to period or going forward.
We utilize a combination of approaches to estimate the standalone selling prices when the directly observable selling price is not available by utilizing information available such as market conditions and prices, entity-specific factors, 57 and internal estimates when market data is not available.
We utilize a combination of approaches to estimate the standalone selling prices when the directly observable selling price is not available by utilizing information available such as market conditions and prices, entity-specific factors, and internal estimates when market data is not available.
Our presentation of Adjusted EBITDA should not be construed as an inference that our results will be unaffected 44 by unusual or non-recurring items. Our computations of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.
Our presentation of Adjusted EBITDA should not be construed as an inference that our results will be unaffected by unusual or non-recurring items. Our computations of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.
Recent Accounting Pronouncements Refer to Note 2 – Summary of significant accounting policies to the notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for information regarding recently issued accounting pronouncements. 58
Recent Accounting Pronouncements Refer to Note 2 – Summary of significant accounting policies to the notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for information regarding recently issued accounting pronouncements.
Adjusted EBITDA was higher primarily due to new charters in Finland and Germany, and higher rates on charters in Brazil, Argentina and the UAE, partially offset by the end of our contract in Israel in the fourth quarter of 2022 ($41.0 million), lower operating lease expense due to the acquisition of Sequoia ($22.4 million), higher interest income received on cash balances invested in money market funds ($17.3 million), higher direct margin earned on gas sales in Brazil, Finland and Bangladesh during the year ended December 31, 2023 ($133.8 million), which exceeded direct margin earned on gas sales that occurred in Brazil, Finland and New England during the year ended December 31, 2022 ($121.0 million), improved utilization resulting in lower idle vessel costs in 2023 ($7.7 million), and one of our vessels coming off of suspension in the second quarter of 2022 ($5.6 million), partially offset by an increase in SG&A expenses ($21.4 million), as discussed below, the drydocking of one of our vessels, Excellence , that is accounted for as a sales-type lease ($20.3 million), an increase in operating personnel costs ($6.7 million) and increases in repairs and maintenance ($5.0 million).
Adjusted EBITDA was higher primarily due to new charters in Finland and Germany, and higher rates on charters in Brazil, Argentina and the UAE, partially offset by the end of our contract in Israel in the fourth quarter of 2022 ($41.0 million), lower operating lease expense due to the acquisition of Sequoia ($22.4 million), higher interest income received on cash balances invested in money market funds ($17.3 million), higher direct margin earned on gas sales in Brazil, Finland and Bangladesh during the year ended December 31, 2023 ($133.8 million), which exceeded direct margin earned on gas sales that occurred in Brazil, Finland and New England during the year ended December 31, 2022 ($121.0 million), improved utilization resulting in lower idle vessel costs in 2023 ($7.7 million), and one of our vessels coming off of suspension in the second quarter of 2022 ($5.6 million), partially offset by an increase in selling, general and administrative expenses ($21.4 million), as discussed below, the drydocking of one of our vessels, Excellence , that is accounted for as a sales-type lease ($20.3 million), an increase in operating personnel costs ($6.7 million) and increases in repairs and maintenance ($5.0 million).
The KFMC Note was terminated in connection with such repayment. On March 17, 2023, EELP entered into an amended and restated senior secured credit agreement (“Amended Credit Agreement”), by and among EELP, as borrower, Excelerate, as parent, the lenders party thereto, the issuing banks party thereto and Wells Fargo Bank, 53 N.A., as administrative agent.
The KFMC Note was terminated in connection with such repayment. 52 On March 17, 2023, EELP entered into an amended and restated senior secured credit agreement (“Amended Credit Agreement”), by and among EELP, as borrower, Excelerate, as parent, the lenders party thereto, the issuing banks party thereto and Wells Fargo Bank, N.A., as administrative agent.
Potential future actions taking by the Company, such as mergers or other forms of business combinations that would constitute a change in control, may influence the timing and amount of payments we make under the TRA in a manner that does not correspond to our use of the corresponding tax benefits.
Potential future actions taking by us, such as mergers or other forms of business combinations that would constitute a change in control, may influence the timing and amount of payments we make under the TRA in a manner that does not correspond to our use of the corresponding tax benefits.
Net income was higher primarily due to new charters in Finland and Germany, and higher rates on charters in Brazil, Argentina and the UAE, partially offset by the end of our contract in Israel in the fourth quarter of 2022 ($41.0 million), lower operating lease expense due to the acquisition of Sequoia ($22.4 million), the early extinguishment of the Excellence finance lease liability as part of the vessel acquisition ($21.8 million), higher interest income received on cash balances invested in money market funds ($17.3 million), higher direct margin earned on gas sales in Brazil, Finland and Bangladesh during the year ended December 31, 2023 ($133.8 million), which exceeded direct margin earned on gas sales that occurred in Brazil, Finland and New England during the year ended December 31, 2022 ($121.0 million), less interest expense – related party incurred in the year ended December 31, 2023 due to the acquisition of the Foundation Vessels ($7.9 million), improved utilization resulting in lower idle vessel costs in 2023 ($7.7 million), lower restructuring, transition and transaction expenses after the completion of our IPO in April 2022 ($6.9 million), and one of our vessels coming off of suspension in the second quarter of 2022 ($5.6 million), partially offset by an increase in SG&A expenses ($21.4 million), as discussed below, the drydocking of one of our vessels, Excellence , that is accounted for as a sales-type lease ($20.3 million), an increase in interest expense ($18.5 million), primarily due to the new Term Loan Facility, extended 46 commissioning time for our power barge assets in Albania ($8.7 million), an increase in depreciation and amortization ($8.3 million), primarily as a result of acquiring Sequoia and Excelsior in the second quarters of 2023 and 2022, respectively, an increase in operating personnel costs ($6.7 million), increases in repairs and maintenance ($5.0 million), and an increase in the provision for income taxes ($4.9 million), as discussed below.
Net income was higher primarily due to new charters in Finland and Germany, and higher rates on charters in Brazil, Argentina and the UAE, partially offset by the end of our contract in Israel in the fourth quarter of 2022 ($41.0 million), lower operating lease expense due to the acquisition of Sequoia ($22.4 million), the early extinguishment of the Excellence finance lease liability as part of the vessel acquisition ($21.8 million), higher interest income received on cash balances invested in money market funds ($17.3 million), higher direct margin earned on gas sales in Brazil, Finland and Bangladesh during the year ended December 31, 2023 ($133.8 million), which exceeded direct margin earned on gas sales that occurred in Brazil, Finland and New England during the year ended December 31, 2022 ($121.0 million), less interest expense – related party incurred in the year ended December 31, 2023 due to the acquisition of the Foundation Vessels (as defined herein) ($7.9 million), improved utilization resulting in lower idle vessel costs in 2023 ($7.7 million), lower restructuring, transition and transaction expenses after the completion of our IPO in April 2022 ($6.9 million), and one of our vessels coming off of suspension in the second quarter of 2022 ($5.6 million), partially offset by an increase in selling, general and administrative expenses ($21.4 million), as discussed below, the drydocking of one of our vessels, Excellence , that is accounted for as a sales-type lease ($20.3 million), an increase in interest expense ($18.5 million), primarily due to the new Term Loan Facility, extended commissioning time for our power barge assets in Albania ($8.7 million), an increase in depreciation and amortization ($8.3 million), primarily as a result of acquiring Sequoia and Excelsior in the second quarters of 2023 and 2022, respectively, an increase in operating personnel costs ($6.7 million), increases in repairs and maintenance ($5.0 million), and an increase in the provision for income taxes ($4.9 million), as discussed below.
The loan accrues interest at 54 the six-month SOFR plus 2.85%. Payments are due semi-annually with an original scheduled maturity date of April 15, 2030. We partially prepaid the loan during 2019. As a result of this prepayment, the loan matures on October 15, 2029.
The loan accrues interest at 53 the six-month SOFR plus 2.85%. Payments are due semi-annually with an original scheduled maturity date of April 15, 2030. We partially prepaid the loan during 2019. As a result of this prepayment, the loan matures on October 15, 2029.
As of December 31, 2023, we did not have any lease agreements with residual value guarantees or material restrictions or covenants. Lessor Accounting We determined that our time charter and terminal use contracts contain a lease and a performance obligation for the provision of time charter and other regasification services.
As of December 31, 2024, we did not have any lease agreements with residual value guarantees or material restrictions or covenants. Lessor Accounting We determined that our time charter and terminal use contracts contain a lease and a performance obligation for the provision of time charter and other regasification services.
Therefore, our effective income tax rate is dependent on many factors, including the Company’s geographical distribution of income, a rate benefit attributable to the portion of the Company’s earnings not subject to corporate level taxes, foreign exchange impacts, and the impact of nondeductible items and foreign exchange impacts as well as varying tax regimes of jurisdictions.
Therefore, its effective income tax rate is dependent on many factors, including the geographical distribution of income, a rate benefit attributable to the portion of our earnings not subject to corporate level taxes, and the impact of nondeductible items and foreign exchange impacts as well as varying tax regimes of jurisdictions.
The difference between the consideration given to acquire Excellence and the historical finance lease liability resulted in a $21.8 million early extinguishment of lease liability loss on our consolidated statements of income. Other Contractual Obligations Operating Leases We lease a terminal and offices in various locations under noncancelable operating leases.
The difference between the consideration given to acquire Excellence and the historical finance lease liability resulted in a $21.8 million early extinguishment of lease liability loss on our consolidated statements of income. 54 Other Contractual Obligations Operating Leases We lease offices in various locations under noncancelable operating leases.
Financial Statements and Supplementary Data—Note 22 – Commitments and contingencies in this Annual Report. It em 4. Mine Safety Disclosures. Not applicable. 37 PART II It em 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Financial Statements and Supplementary Data—Note 21 – Commitments and contingencies in this Annual Report. It em 4. Mine Safety Disclosures. Not applicable. 37 PART II It em 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Interest expense – related party Interest expense – related party was $14.5 million for the year ended December 31, 2023, a decrease of $11.1 million, as compared to $25.6 million for the year ended December 31, 2022. Interest expense decreased primarily due to the acquisition of the Foundation Vessels in the second quarter of 2022.
Interest expense – related party Interest expense – related party was $14.5 million for the year ended December 31, 2023, a decrease of $11.1 million, as compared to $25.6 million for the year ended December 31, 2022. Interest expense decreased primarily due to the acquisition of the Foundation Vessels (as defined herein) in the second quarter of 2022.
Foundation Vessels Purchase In exchange for (i) 7,854,167 shares of Class A Common Stock with a fair market value of $188.5 million, (ii) a cash payment of $50.0 million and (iii) $21.5 million of estimated future payments under the TRA, EELP purchased from Maya Maritime LLC, a 55 wholly-owned subsidiary of the Foundation, all of the issued and outstanding membership interests in the Foundation Vessels.
Foundation Vessels Purchase In April 2022, in exchange for (i) 7,854,167 shares of Class A Common Stock with a fair market value of $188.5 million, (ii) a cash payment of $50.0 million and (iii) $21.5 million of estimated future payments under the TRA, EELP purchased from Maya Maritime LLC, a wholly-owned subsidiary of the Foundation, all of the issued and outstanding membership interests in the Foundation Vessels.
Concurrently with the purchase, the Company entered into interest rate swaps for the same notional amount as the Term Loan Facility. The purpose of the swaps is to hedge our exposure to fluctuations in SOFR related to borrowings on the Term Loan Facility.
Concurrently with the purchase, we entered into interest rate swaps for the same notional amount as the Term Loan Facility. The purpose of the swaps is to hedge our exposure to fluctuations in SOFR related to borrowings on the Term Loan Facility.
Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, less an estimated salvage value. During the fourth quarter of 2023, the Company performed a review of the estimated useful lives of our FSRU vessels.
Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, less an estimated salvage value. During the fourth quarter of 2023, we performed a review of the estimated useful lives of our FSRU vessels.
Historically, EELP, as a lessor, has accounted for Excellence contract with our customer as a sales-type lease in the consolidated balance sheet in accordance with Accounting Standards Codification 842, Leases. Excellence will continue to be accounted for as a sales-type lease and thus did not result in an adjustment to property and equipment.
Historically, EELP, as a lessor, has accounted for Excellence contract with our customer as a sales-type lease in the consolidated balance sheet in accordance with Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”). Excellence will continue to be accounted for as a sales-type lease and thus did not result in an adjustment to property and equipment.
There are exceptions that allow our subsidiaries and us to pay such dividends and distributions, including: (i) the ability to make distributions and dividends so long as, at the time thereof and immediately after giving effect thereto, no default or event of default is ongoing under the Amended Credit Agreement, liquidity is not less than $150.0 million and the leverage ratio (calculated pursuant to the terms of our new credit facility) is less than or equal to 2.00 to 1.00; (ii) the ability of EELP to make to us, no more than once per fiscal quarter, distributions and dividends in an aggregate amount, for all such distributions and dividends in any fiscal year, not to exceed 1.0% of the aggregate value (calculated on price-per-share basis) of our issued and outstanding equity interests, so long as, no default or event of default is ongoing under our new credit facility; (iii) the ability of our subsidiaries to make distributions and dividends to parent entities (including us) in order to reimburse such parent entity for the costs and expenses of being a public company (such as costs and expenses related to compliance with SEC reporting and other requirements, the preparation of financial statements and services rendered by auditors, and other similar costs and expenses); and (iv) the ability of our subsidiaries to make distributions to us in respect of certain taxes and any applicable obligations arising under the TRA (as defined herein).
There are exceptions that allow our subsidiaries and us to pay such dividends and distributions, including: (i) the ability to make distributions and dividends so long as, at the time thereof and immediately after giving effect thereto, no default or event of default is ongoing under the Amended Credit Agreement, liquidity is not less than $200.0 million and the leverage ratio (calculated pursuant to the terms of our new credit facility) is less than or equal to 2.25 to 1.00; (ii) the ability of EELP to make to us, no more than once per fiscal quarter, distributions and dividends in an aggregate amount, for all such distributions and dividends in any fiscal year, not to exceed 3.0% of the aggregate value (calculated on price-per-share basis) of our issued and outstanding equity interests, so long as, no default or event of default is ongoing under our new credit facility; (iii) the ability of our subsidiaries to make distributions and dividends to parent entities (including us) in order to reimburse such parent entity for the costs and expenses of being a public company (such as costs and expenses related to compliance with SEC reporting and other requirements, the preparation of financial statements and services rendered by auditors, and other similar costs and expenses); and (iv) the ability of our subsidiaries to make distributions to us in respect of certain taxes and any applicable obligations arising under the Tax Receivable Agreement (the “TRA”).
Our agreement also requires that a three-month debt service reserves be funded and that the value of the vessel equal or exceed 110% of the remaining amount outstanding, in addition to other affirmative and negative covenants customary for vessel financings.
The agreement also requires that a three-month debt service reserve be funded and that the value of the vessel equal or exceed 110% of the remaining amount outstanding, in addition to other affirmative and negative covenants customary for vessel financings.
Holders of our Class B Common Stock will not be entitled to dividends distributed by Excelerate but will share in the distributions made by EELP on a pro rata basis. The Amended Credit Agreement restricts the ability of our subsidiaries, including EELP, to pay dividends and distributions to us.
Holders of our Class B Common Stock will not be entitled to dividends distributed by Excelerate but will share in the distributions made by Excelerate Energy Limited Partnership (”EELP”) on a pro rata basis. The Amended Credit Agreement restricts the ability of our subsidiaries, including EELP, to pay dividends and distributions to us.
On October 17, 2022, EE Holdings, the indirect sole member of ENE Onshore, and EELP, the sole member of Excelerate New England Lateral, LLC (“ENE Lateral”), entered into a merger agreement, pursuant to which ENE Onshore was merged with and into ENE Lateral (the “ENE Onshore Merger”), effective October 31, 2022.
On October 17, 2022, Excelerate Energy Holdings, LLC (“EE Holdings”), the indirect sole member of ENE Onshore, and EELP, the sole member of Excelerate New England Lateral, LLC (“ENE Lateral”), entered into a merger agreement, pursuant to which ENE Onshore was merged with and into ENE Lateral (the “ENE Onshore Merger”), effective October 31, 2022.
Accordingly, unless otherwise specified, our historical results of operations prior to the IPO do not include any provision for U.S. federal income tax for EELP. The Company has international operations that are also subject to foreign income tax and U.S. corporate subsidiaries subject to U.S. federal tax.
Accordingly, unless otherwise specified, our historical results of operations prior to the IPO do not include any provision for U.S. federal income tax for EELP. We have international operations that are also subject to foreign income tax and U.S. corporate subsidiaries subject to U.S. federal tax.
Proceeds from the EE Revolver may be used for working capital and other general corporate purposes and up to $269.5 million of the EE Revolver may be used for letters of credit. In April 2023, Excelerate purchased Sequoia for $265.0 million using $250.0 million borrowed through our Term Loan Facility together with cash on hand.
Proceeds from the EE Revolver may be used for working capital and other general corporate purposes and up to $305.0 million of the EE Revolver may be used for letters of credit. In April 2023, we purchased Sequoia for $265.0 million using $250.0 million borrowed through our Term Loan Facility together with cash on hand.
Generally Accepted Accounting Principles (“GAAP”) measure, see “How We Evaluate Our Operations.” Our business focuses on the integration of the natural gas-to-power LNG value chain, and as part of this value chain, we operate regasification terminals in global economies that utilize our FSRU fleet.
Generally Accepted Accounting Principles (“GAAP”) measure, see “How We Evaluate Our Operations.” Our business focuses on the integration of natural gas-to-power in the LNG value chain, and as part of this value chain, we operate at regasification terminals that utilize our FSRU fleet to serve economies throughout the world.
Excelerate is a corporation for U.S. federal and state income tax purposes. Excelerate’s accounting predecessor, EELP, is treated as a pass-through entity for U.S. federal income tax purposes and, as such, has generally not been subject to U.S. federal income tax at 48 the entity level.
Excelerate is a corporation for U.S. federal and state income tax purposes. EELP is treated as a pass-through entity for U.S. federal income tax purposes and, as such, has generally not been subject to U.S. federal income tax at the entity level.
In the first quarter of 2024, our board of directors also declared a cash dividend with respect to the quarter ended December 31, 2023 of $0.025 per share of Class A Common Stock.
In the first quarter of 2025, our board of directors also declared a cash dividend with respect to the quarter ended December 31, 2024 of $0.06 per share of Class A Common Stock.
The board of directors approved the Program because it believed that it (i) would be a prudent use of the Company’s available cash, (ii) would enhance the long-term value of the Class A Common Stock, (iii) would demonstrate management’s and the board of directors’ confidence in the business and (iv) is advisable and in the best interests of the Company.
The board of directors approved the Share Repurchase Program because it believed that it (i) would be a prudent use of our available cash, (ii) would enhance the long-term value of the Class A Common Stock, (iii) would demonstrate management’s and the board of directors’ confidence in the business and (iv) was advisable and in the best interests of the Company.
For additional information about our accounting policies and estimates, see the Note 2 – Summary of significant accounting policies to the Consolidated Financial Statements. Leases We account for leases under the provisions of Accounting Standards Codification (“ASC”) 842, Leases.
For additional information about our accounting policies and estimates, see the Note 2 – Summary of significant accounting policies to the Consolidated Financial Statements. Leases We account for leases under the provisions of ASC 842.
If EE Holdings were to have exchanged all of its EELP interests as of the balance sheet date, we would recognize a liability for payments under the TRA of approximately $166.6 million, assuming (i) that EE Holdings exchanged all of its EELP interests using EE’s December 31, 2023 closing market price of $15.46 per share of Class A Common Stock, (ii) no material changes in relevant tax law, (iii) a constant combined effective income tax rate of 21.0% and (iv) that we have sufficient taxable income in each year to realize on a current basis the increased depreciation, amortization and other tax benefits that are the subject of the TRA.
If EE Holdings were to have exchanged all of its EELP interests as of the balance sheet date, we would recognize a liability for payments under the TRA of approximately $433.4 million, assuming (i) that EE Holdings exchanged all of its EELP interests using our December 31, 2024 closing market price of $30.25 per share of Class A Common Stock, (ii) no material changes in relevant tax law, (iii) a constant combined effective income tax rate of 21.0% and (iv) that we have sufficient taxable income in each year to realize on a current basis the increased depreciation, amortization and other tax benefits that are the subject of the TRA.
This plan governs our process of assessing the incident and our internal and external communications strategy. Our response would be led by our Chief Information Officer (“CIO”), 36 in coordination with other senior leaders. Depending on the nature and severity of an incident, we may escalate notification to our board of directors.
This plan governs our process of assessing the incident and our internal and external communications strategy. Our response would be led by our CIO, in coordination with other senior leaders. Depending on the nature and severity of an incident, we may escalate notification to our board of directors.
Repurchase of Equity Securities On February 22, 2024, our board of directors approved a share repurchase program to purchase up to $50 million of our Class A Common Stock (the “Program”).
Repurchase of Equity Securities On February 22, 2024, our board of directors approved a share repurchase program (the “Share Repurchase Program”) to purchase up to $50.0 million of our Class A Common Stock.
Experience Vessel Financing In December 2016, we entered into a sale leaseback agreement with a third party to provide $247.5 million of financing for Experience . Due to our requirement to repurchase the vessel at the end of the term, the transaction was accounted for as a failed sale leaseback (a financing transaction).
Experience Vessel Financing In December 2016, the Company entered into a sale leaseback agreement with a third party to provide $247.5 million of financing for Experience (the “Experience Vessel Financing”). Due to the Company’s requirement to repurchase the vessel at the end of the term, the transaction was accounted for as a failed sale leaseback (a financing transaction).
Our ERC is comprised of various members of senior management, including our CIO and internal audit and compliance department leaders. The ERC is responsible for the governance of enterprise risks assessments, identification and management of internal risks, and development of related mitigation strategies.
Our ERC is comprised of various members of senior management, including our Chief Information Officer (“CIO”) and internal audit and compliance department leaders. The ERC is responsible for the governance of enterprise risks assessments, identification and management of internal risks, and development of related mitigation strategies.
In addition, in connection with the Reorganization and the IPO, we entered into the Tax Receivable Agreement (the “TRA”) with Excelerate Energy Holdings, LLC (“EE Holdings”) and the George Kaiser Family Foundation (the “Foundation”) (or their affiliates) (together, the “TRA Beneficiaries”) pursuant to which we will be required to pay the TRA Beneficiaries 85% of the net cash savings, if any, that we are 43 deemed to realize as a result of our utilization of certain tax benefits described under “Certain Relationships and Related Person Transactions—Related Person Transactions—Transactions in Connection with our Reorganization and Initial Public Offering—Tax Receivable Agreement” in our Proxy Statement on DEF 14A filed on April 17, 2023.
In addition, in connection with the Reorganization and the IPO, we entered into the TRA with EE Holdings and the George Kaiser Family Foundation (the “Foundation”) (or their affiliates) (together, the “TRA Beneficiaries”) pursuant to which we will be required to pay the TRA Beneficiaries 85% of the net cash savings, if any, that we are deemed to realize as a result of our utilization of certain tax benefits described under “Certain Relationships and Related Person Transactions—Related Person Transactions—Transactions in Connection with our Reorganization and Initial Public Offering—Tax Receivable Agreement” in our Proxy Statement on DEF 14A filed on April 16, 2024.
For the years ended December 31, 2023, 2022 and 2021, we generated revenues of $506.8 million, $445.2 million and $468.0 million, respectively, from our FSRU and terminal services businesses, representing approximately 44%, 18% and 53% of our total revenues for each of those periods. We also procure LNG from major producers and sell natural gas through our flexible LNG terminals.
For the years ended December 31, 2024, 2023 and 2022, we generated revenues of $612.2 million, $506.8 million and $445.2 million, respectively, from our FSRU and terminal services businesses, representing approximately 72%, 44% and 18% of our total revenues for each of those periods. We also procure LNG from major producers and sell natural gas through our LNG terminals.
As a result of the EE Revolver’s financial ratio covenants and after taking into account the outstanding letters of credit issued under the facility, all of the $300.6 million of undrawn capacity was available for additional borrowings as of December 31, 2023 .
As a result of the EE Revolver’s financial ratio covenants and after taking into account the outstanding letters of credit issued under the facility, all of the $327.2 million of undrawn capacity was available for additional borrowings as of December 31, 2024 .
Finance Leases Certain enforceable vessel charters and pipeline capacity agreements are classified as finance leases, and the right-of-use assets are included in property and equipment. As of December 31, 2022, we had future minimum lease payments totaling $307.3 million.
Finance Leases Certain enforceable vessel charters and pipeline capacity agreements are classified as finance leases, and the right-of-use assets are included in property and equipment. As of December 31, 2023, we had future minimum lease payments totaling $274.1 million.
Our vessel financing loan has certain financial covenants as well as customary affirmative and negative covenants, which we must maintain to remain compliant with the loan. We must maintain a minimum equity of $500.0 million, a maximum debt to equity ratio of 3.5 to 1 and a minimum cash and cash equivalents balance including loan availability of $20.0 million.
The Company’s vessel financing loan has certain financial covenants as well as customary affirmative and negative covenants. EELP must maintain a minimum equity of $500.0 million, a maximum debt-to-equity ratio of 3.5 to 1 and a minimum cash and cash equivalents balance, including loan availability, of $20.0 million.
Stock Performance Graph The graph below compares the cumulative return to holders of our Class A Common Stock, the S&P 500 and the Vanguard Energy Index Fund during the period beginning with our IPO and ending on December 31, 2023.
Stock Performance Graph The graph below compares the cumulative return to holders of our Class A Common Stock, the S&P 500 and the Vanguard Energy Index Fund during the period beginning with our initial public offering (the “IPO”) and ending on December 31, 2024.
For the years ended December 31, 2023, 2022 and 2021, we generated revenues of $652.2 million, $2,027.8 million and $420.5 million, respectively, from LNG and natural gas sales, representing approximately 56%, 82% and 47% of our total revenues for each of those periods.
For the years ended December 31, 2024, 2023 and 2022, we generated revenues of $239.3 million, $652.2 million and $2,027.8 million, respectively, from LNG and natural gas sales, representing approximately 28%, 56% and 82% of our total revenues for each of those periods.
As of December 31, 2022, we had future minimum lease payments of $88.6 million. As of December 31, 2023, we had future minimum lease payments totaling $7.3 million and are committed to $2.1 million in year one, $2.9 million for years two and three, $1.8 million for years four and five and $0.4 million thereafter.
As of December 31, 2023, we had future minimum lease payments totaling $7.3 million. As of December 31, 2024, we had future minimum lease payments totaling $5.6 million and are committed to $1.8 million in year one, $2.5 million for years two and three, $1.3 million for years four and five and no payments thereafter.
The start of this commitment is dependent on the LNG facility becoming operational. Components of Our Results of Operations Revenue We generate revenue through the provision of regasification services using our fleet of FSRUs and LNG terminal assets, as well as physical sales of LNG and natural gas, that are made primarily in connection with our regasification and terminal projects.
Components of Our Results of Operations Revenue We generate revenue through the provision of regasification services using our fleet of FSRUs and LNG terminal assets, as well as physical sales of LNG and natural gas, that are made primarily in connection with our regasification and terminal projects.
April 12, 2022 June 30, 2022 September 30, 2022 December 31, 2022 March 31, 2023 June 30, 2023 September 30, 2023 December 31, 2023 Excelerate Energy, Inc. $ 100 $ 83.00 $ 97.59 $ 104.57 $ 92.42 $ 85.06 $ 71.39 $ 64.87 S&P 500 $ 100 $ 86.08 $ 81.54 $ 87.31 $ 93.45 $ 101.20 $ 97.51 $ 108.47 Vanguard Energy Index Fund $ 100 $ 91.42 $ 94.49 $ 114.11 $ 108.49 $ 108.15 $ 122.24 $ 114.12 Pursuant to Instruction 7 to Item 201(e) of Regulation S-K, the above stock performance graph and related information is being furnished and is not being filed with the Securities and Exchange Commission (“SEC”), and as such shall not be deemed to be incorporated by reference into any filing that incorporates this Annual Report by reference. 38 Our Dividend and Distribution Policy During 2023, our board of directors declared four cash dividends with respect to the quarters ended December 31, 2022, March 31, 2023, June 30, 2023, and September 30, 2023, totaling $0.10 per share of Class A Common Stock.
April 12, 2022 June 30, 2022 December 31, 2022 June 30, 2023 December 31, 2023 June 30, 2024 December 31, 2024 Excelerate Energy, Inc. $ 100 $ 83.00 $ 104.57 $ 85.06 $ 64.87 $ 77.60 $ 127.72 S&P 500 $ 100 $ 86.08 $ 87.31 $ 101.20 $ 108.47 $ 124.17 $ 133.75 Vanguard Energy Index Fund $ 100 $ 91.42 $ 114.11 $ 108.15 $ 114.12 $ 125.99 $ 121.83 Pursuant to Instruction 7 to Item 201(e) of Regulation S-K, the above stock performance graph and related information is being furnished and is not being filed with the Securities and Exchange Commission (“SEC”), and as such shall not be deemed to be incorporated by reference into any filing that incorporates this Annual Report by reference. 38 Our Dividend and Distribution Policy During 2024, our board of directors declared four cash dividends with respect to the quarters ended December 31, 2023, March 31, 2024, June 30, 2024, and September 30, 2024, totaling $0.135 per share of Class A Common Stock.
In addition to our FSRU and terminal services businesses and LNG and natural gas sales, we plan to expand our business through investments in organic and inorganic commercial opportunities. We are evaluating and pursuing early-stage projects with opportunities in Asia Pacific, Latin America, Europe, and the Middle East.
In addition to our FSRU and terminal services businesses and LNG and natural gas sales, we plan to expand our business through investments in organic and inorganic commercial opportunities. We are evaluating and pursuing projects in various stages of development with opportunities in Asia Pacific, the Americas, Europe, Africa and the Middle East.
Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included in Item 1A of this Annual Report and our other filings with the SEC.
Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included in Item 1A of this Annual Report and our other filings with the SEC. Please also see the section titled “Forward-Looking Statements” in this Annual Report.
Excelerate’s accounting predecessor, EELP is treated as a pass-through entity for income tax purposes and has generally not been subject to U.S. federal and most state income taxes. Instead, EELP’s U.S. income is allocated to its Class A and Class B partners proportionate to their interest.
EELP is treated as a pass-through entity for U.S. federal income tax purposes and, as such, has generally not been subject to U.S. federal income tax at the entity level. Instead, EELP’s U.S. income is allocated to its Class A and Class B partners proportionate to their interest.
As of December 31, 2023, we operate a fleet of ten purpose-built FSRUs, have completed more than 2,700 ship-to-ship transfers of LNG with over 50 LNG operators since we began operations and have safely delivered more than 6,600 billion cubic feet of natural gas through 16 LNG regasification terminals.
As of December 31, 2024, we operate a fleet of 10 purpose-built FSRUs, have completed more than 3,000 ship-to-ship transfers of LNG with over 50 LNG operators since we began operations and have safely delivered more than 7,300 billion cubic feet of natural gas through 16 LNG regasification terminals.
Related payments are due in five installments with the final installment due concurrently with the delivery of the vessel, which is expected in 2026. During the year ended December 31, 2022, we made the first installment payment of approximately $30.0 million.
As part of and related to the Newbuild Agreement, our milestone payments are due in installments with the final installment due concurrently with the delivery of the vessel, which is expected in 2026. During the year ended December 31, 2022, we made the first milestone payment of approximately $30 million.
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021 Net income Net income was $80.0 million for the year ended December 31, 2022, an increase of $38.8 million, as compared to $41.2 million for the year ended December 31, 2021.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Net income Net income was $126.8 million for the year ended December 31, 2023, an increase of $46.8 million, as compared to $80.0 million for the year ended December 31, 2022.
Cash flows used in investing activities were comprised of capital expenditures made for the purchases of property and equipment, which increased by $83.2 million for the year ended December 31, 2022, as compared to the same period in 2021.
Investing Activities and Capital Expenditures Cash flows used in investing activities were primarily comprised of capital expenditures made for the purchases of property and equipment, which decreased by $195.3 million for the year ended December 31, 2024, as compared to the same period in 2023.
As of December 31, 2023, we had future minimum lease payments totaling $274.1 million and are committed to $33.2 million in payments in year one, $66.5 million for years two and three, $60.8 million for years four and five, and $113.5 million thereafter.
As of December 31, 2024, we had future minimum lease payments totaling $240.4 million and are committed to $33.2 million in payments in year one, $66.5 million for years two and three, $55.2 million for years four and five, and $85.5 million thereafter.
For the year ended December 31, 2021 we generated revenues of $888.6 million, net income of $41.2 million and Adjusted EBITDA of $263.5 million. For more information regarding our non-GAAP measure Adjusted EBITDA and a reconciliation to net income, the most comparable U.S.
For the year ended December 31, 2022, we generated revenues of $2,473.0 million, net income of $80.0 million and Adjusted EBITDA of $296.4 million. For more information regarding our non-GAAP measure Adjusted EBITDA and a reconciliation to net income, the most comparable U.S.
As of December 31, 2023, the Company had issued $49.4 million in letters of credit under the EE Revolver.
As of December 31, 2024, the Company had issued $22.8 million in letters of credit under the EE Revolver.
Net income attributable to non-controlling interest Net income attributable to non-controlling interest was $96.4 million for the year ended December 31, 2023, an increase of $41.3 million, as compared to $55.1 million for the year ended December 31, 2022.
Net income attributable to non-controlling interest Net income attributable to non-controlling interest was $120.2 million for the year ended December 31, 2024, an increase of $23.8 million, as compared to $96.4 million for the year ended December 31, 2023.
The increase in cost of revenue and vessel operating expenses was primarily due to drydock costs on Excellence , higher repairs and maintenance on our other vessels, personnel costs and positioning costs associated with seasonal service in Argentina, partially offset by lower operating lease expense due to the acquisition of Sequoia , and improved utilization resulting in lower idle vessel costs in 2023. 47 Direct cost of gas sales Direct cost of gas sales was $518.4 million for the year ended December 31, 2023, a decrease of $1,388.4 million, as compared to $1,906.8 million for the year ended December 31, 2022.
The increase in cost of revenue and vessel operating expenses was primarily due to drydock costs on Excellence , higher repairs and maintenance on our other vessels, personnel costs and positioning costs associated with seasonal service in Argentina, partially offset by lower operating lease expense due to the acquisition of Sequoia , and improved utilization resulting in lower idle vessel costs in 2023.
Please also see the section titled “Forward-Looking Statements” in this Annual Report. Overview Excelerate is changing the way the world accesses cleaner and more reliable energy by delivering regasified natural gas, which benefits hundreds of millions of people around the world.
Overview Excelerate is changing the way the world accesses cleaner and more reliable energy by delivering regasified natural gas, which benefits hundreds of millions of people around the world.
These taxes are also included in our provision for income taxes. Net income (loss) attributable to non-controlling interest Net income (loss) attributable to non-controlling interests includes earnings allocable to our shares of Class B Common Stock as well as earnings allocable to the third-party equity ownership interests in our subsidiary, Excelerate Energy Bangladesh, LLC.
Net income (loss) attributable to non-controlling interest Net income (loss) attributable to non-controlling interests includes earnings allocable to our shares of Class B Common Stock, as well as earnings allocable to the third-party equity ownership interests in our subsidiaries, Excelerate Energy Bangladesh, LLC and Excelerate Albania Holding Sh.p.k.
The tables below reconcile the financial measures discussed above to the most directly comparable financial measure calculated and presented in accordance with GAAP: Years ended December 31, 2023 2022 2021 (In thousands) FSRU and terminal services revenues $ 506,810 $ 445,157 $ 468,030 Gas sales revenues 652,153 2,027,816 420,525 Cost of revenue and vessel operating expenses (228,165 ) (209,195 ) (192,723 ) Direct cost of gas sales (518,394 ) (1,906,781 ) (390,518 ) Depreciation and amortization expense (114,323 ) (97,313 ) (104,908 ) Gross Margin $ 298,081 $ 259,684 $ 200,406 Depreciation and amortization expense 114,323 97,313 104,908 Adjusted Gross Margin $ 412,404 $ 356,997 $ 305,314 Years ended December 31, 2023 2022 2021 (In thousands) Net income $ 126,844 $ 79,996 $ 41,189 Interest expense 66,995 59,539 80,814 Provision for income taxes 33,247 28,326 21,168 Depreciation and amortization expense 114,323 97,313 104,908 Accretion expense 1,774 1,494 1,430 Restructuring, transition and transaction expenses — 6,900 13,974 Long-term incentive compensation expense 3,639 956 — Early extinguishment of lease liability on vessel acquisition — 21,834 — Adjusted EBITDA $ 346,822 $ 296,358 $ 263,483 45 Consolidated Results of Operations Years Ended December 31, 2023, 2022 and 2021 Years ended December 31, Change 2023 2022 2021 2023 vs. 2022 2022 vs. 2021 (In thousands) Revenues FSRU and terminal services $ 506,810 $ 445,157 $ 468,030 $ 61,653 $ (22,873 ) Gas sales 652,153 2,027,816 420,525 (1,375,663 ) 1,607,291 Total revenues 1,158,963 2,472,973 888,555 (1,314,010 ) 1,584,418 Operating expenses Cost of revenue and vessel operating expenses (exclusive of items below) 228,165 209,195 192,723 18,970 16,472 Direct cost of gas sales 518,394 1,906,781 390,518 (1,388,387 ) 1,516,263 Depreciation and amortization 114,323 97,313 104,908 17,010 (7,595 ) Selling, general and administrative 87,476 66,099 47,088 21,377 19,011 Restructuring, transition and transaction — 6,900 13,974 (6,900 ) (7,074 ) Total operating expenses 948,358 2,286,288 749,211 (1,337,930 ) 1,537,077 Operating income 210,605 186,685 139,344 23,920 47,341 Other income (expense) Interest expense (52,468 ) (33,927 ) (31,892 ) (18,541 ) (2,035 ) Interest expense – related party (14,527 ) (25,612 ) (48,922 ) 11,085 23,310 Earnings from equity method investments 883 2,698 3,263 (1,815 ) (565 ) Early extinguishment of lease liability on vessel acquisition — (21,834 ) — 21,834 (21,834 ) Other income, net 15,598 312 564 15,286 (252 ) Income before income taxes 160,091 108,322 62,357 51,769 45,965 Provision for income taxes (33,247 ) (28,326 ) (21,168 ) (4,921 ) (7,158 ) Net income 126,844 79,996 41,189 46,848 38,807 Less net income attributable to non-controlling interests 96,432 55,119 3,035 41,313 52,084 Less net loss attributable to non-controlling interests – ENE Onshore — (1,396 ) (2,964 ) 1,396 1,568 Less pre-IPO net income attributable to EELP — 12,950 41,118 (12,950 ) (28,168 ) Net income attributable to shareholders $ 30,412 $ 13,323 $ — $ 17,089 $ 13,323 Additional financial data: Gross Margin $ 298,081 $ 259,684 $ 200,406 $ 38,397 $ 59,278 Adjusted Gross Margin 412,404 356,997 305,314 55,407 51,683 Adjusted EBITDA 346,822 296,358 263,483 50,464 32,875 Capital expenditures 312,735 119,267 36,091 193,468 83,176 Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Net income Net income was $126.8 million for the year ended December 31, 2023, an increase of $46.8 million, as compared to $80.0 million for the year ended December 31, 2022.
The tables below reconcile the financial measures discussed above to the most directly comparable financial measure calculated and presented in accordance with GAAP: Years ended December 31, 2024 2023 2022 (In thousands) FSRU and terminal services revenues $ 612,164 $ 506,810 $ 445,157 Gas sales revenues 239,273 652,153 2,027,816 Cost of revenue and vessel operating expenses (215,610 ) (228,165 ) (209,195 ) Direct cost of gas sales (227,745 ) (518,394 ) (1,906,781 ) Depreciation and amortization expense (98,939 ) (114,323 ) (97,313 ) Gross Margin $ 309,143 $ 298,081 $ 259,684 Depreciation and amortization expense 98,939 114,323 97,313 Adjusted Gross Margin $ 408,082 $ 412,404 $ 356,997 Years ended December 31, 2024 2023 2022 (In thousands) Net income $ 153,034 $ 126,844 $ 79,996 Interest expense 61,022 66,995 59,539 Provision for income taxes 26,099 33,247 28,326 Depreciation and amortization expense 98,939 114,323 97,313 Accretion expense 1,856 1,774 1,494 Long-term incentive compensation expense 7,245 3,639 956 Restructuring, transition and transaction expenses — — 6,900 Early extinguishment of lease liability on vessel acquisition — — 21,834 Adjusted EBITDA $ 348,195 $ 346,822 $ 296,358 45 Consolidated Results of Operations Years Ended December 31, 2024, 2023 and 2022 Years ended December 31, Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (In thousands) Revenues FSRU and terminal services $ 612,164 $ 506,810 $ 445,157 $ 105,354 $ 61,653 Gas sales 239,273 652,153 2,027,816 (412,880 ) (1,375,663 ) Total revenues 851,437 1,158,963 2,472,973 (307,526 ) (1,314,010 ) Operating expenses Cost of revenue and vessel operating expenses (exclusive of items below) 215,610 228,165 209,195 (12,555 ) 18,970 Direct cost of gas sales 227,745 518,394 1,906,781 (290,649 ) (1,388,387 ) Depreciation and amortization 98,939 114,323 97,313 (15,384 ) 17,010 Selling, general and administrative 94,148 87,476 66,099 6,672 21,377 Restructuring, transition and transaction — — 6,900 — (6,900 ) Total operating expenses 636,442 948,358 2,286,288 (311,916 ) (1,337,930 ) Operating income 214,995 210,605 186,685 4,390 23,920 Other income (expense) Interest expense (47,365 ) (52,468 ) (33,927 ) 5,103 (18,541 ) Interest expense – related party (13,657 ) (14,527 ) (25,612 ) 870 11,085 Earnings from equity method investments 2,247 883 2,698 1,364 (1,815 ) Early extinguishment of lease liability on vessel acquisition — — (21,834 ) — 21,834 Other income, net 22,913 15,598 312 7,315 15,286 Income before income taxes 179,133 160,091 108,322 19,042 51,769 Provision for income taxes (26,099 ) (33,247 ) (28,326 ) 7,148 (4,921 ) Net income 153,034 126,844 79,996 26,190 46,848 Less net income attributable to non-controlling interests 120,156 96,432 55,119 23,724 41,313 Less net loss attributable to non-controlling interests – ENE Onshore — — (1,396 ) — 1,396 Less pre-IPO net income attributable to EELP — — 12,950 — (12,950 ) Net income attributable to shareholders $ 32,878 $ 30,412 $ 13,323 $ 2,466 $ 17,089 Additional financial data: Gross Margin $ 309,143 $ 298,081 $ 259,684 $ 11,062 $ 38,397 Adjusted Gross Margin 408,082 412,404 356,997 (4,322 ) 55,407 Adjusted EBITDA 348,195 346,822 296,358 1,373 50,464 Capital expenditures 113,257 312,735 119,267 (199,478 ) 193,468 Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Net income Net income was $153.0 million for the year ended December 31, 2024, an increase of $26.2 million, as compared to $126.8 million for the year ended December 31, 2023.
Newbuild Agreement Commitments In October 2022, we signed a binding shipbuilding contract (“the Newbuild Agreement”) with HD Hyundai Heavy Industries for a new FSRU to be delivered in 2026. As part of the Newbuild Agreement, we currently expect to pay approximately $330.0 million, subject to adjustment.
Newbuild Agreement Commitments In October 2022, we signed a binding shipbuilding contract (“the Newbuild Agreement”) with HD Hyundai Heavy Industries for a new FSRU to be delivered in 2026.
KFMC-ENE Onshore Note In September 2021, in connection with certain entities under common control of Kaiser being contributed to EELP, ENE Lateral assigned to KFMC all of its right, title and interest to receive payment under a note with ENE Onshore (the “KFMC-ENE Onshore Note”), which assignment was made in partial satisfaction of the amounts owed by ENE Lateral under a promissory note it entered into with KFMC in December 2015 (as amended, restated, supplemented or otherwise modified, the “ENE Lateral Facility”).
KFMC-ENE Onshore Note In September 2021, ENE Lateral assigned to KFMC all of its rights, title and interest to receive payment under a note with ENE Onshore (the “KFMC-ENE Onshore Note”), which assignment was made in partial satisfaction of the amounts owed by ENE Lateral to KFMC under a promissory note it entered into with KFMC in December 2015.
In the event sufficient funds were not available under the EE Revolver, we would seek alternative funding sources. We have historically funded our business, including meeting our day-to-day operational requirements, repaying our indebtedness and funding capital expenditures, through debt financing, capital contributions and our operating cash flows as discussed below.
We have historically funded our business, including meeting our day-to-day operational requirements, repaying our indebtedness and funding capital expenditures, through debt financing, capital contributions and our operating cash flows as discussed below.
The timing, manner, price and amount of any Class A Common Stock repurchases under the Program are determined by us in our discretion and depend on a variety of factors, including legal requirements, price, and business, economic, and market conditions. The Program may be modified, suspended, or discontinued at any time without prior notice.
The timing, manner, price and amount of any Class A Common Stock repurchases under the Share Repurchase Program were determined by us in our discretion and depended on a variety of factors, including legal requirements, price, and business, economic, and market conditions.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

271 edited+45 added−61 removed178 unchanged
Biggest changeConsolidated Statements of Cash F lows For the Years Ended December 31, 2023, 2022 and 2021 Years ended December 31, 2023 2022 2021 Cash flows from operating activities (In thousands) Net income $ 126,844 $ 79,996 $ 41,189 Adjustments to reconcile net income to net cash from operating activities Depreciation and amortization 114,323 97,313 104,908 Amortization of operating lease right-of-use assets 14,663 31,699 23,496 ARO accretion expense 1,774 1,494 1,430 Amortization of debt issuance costs 6,377 2,664 1,394 Deferred income taxes ( 3,321 ) 2,255 ( 966 ) Share of net earnings in equity method investee ( 883 ) ( 2,698 ) ( 3,263 ) Distributions from equity method investee 4,725 4,950 — Long-term incentive compensation expense 3,639 956 — Early extinguishment of lease liability on vessel acquisition — 21,834 — Non-cash restructuring expense — 1,574 — (Gain)/loss on non-cash items 1,001 ( 2,224 ) — Changes in operating assets and liabilities: Accounts receivable ( 20,993 ) 197,903 ( 247,174 ) Inventories 169,655 ( 68,583 ) ( 82,667 ) Other current assets and other assets ( 12,160 ) ( 22,826 ) ( 17,792 ) Accounts payable and accrued liabilities ( 54,079 ) ( 258,281 ) 341,339 Current portion of deferred revenue ( 117,638 ) 135,154 ( 2,329 ) Net investments in sales-type leases 12,898 12,225 10,229 Operating lease assets and liabilities ( 14,801 ) ( 30,252 ) ( 22,436 ) Tax receivable agreement liability ( 5,890 ) — — Other long-term liabilities 5,751 19,937 ( 5,745 ) Net cash provided by operating activities $ 231,885 $ 225,090 $ 141,613 Cash flows from investing activities Purchases of property and equipment ( 312,735 ) ( 119,267 ) ( 36,091 ) Sales of property and equipment 4,101 — — Net cash used in investing activities $ ( 308,634 ) $ ( 119,267 ) $ ( 36,091 ) Cash flows from financing activities Proceeds from issuance of common stock, net — 412,148 — Proceeds from long-term debt – related party — 654,000 118,309 Repayments of long-term debt – related party ( 8,404 ) ( 653,409 ) ( 82,153 ) Repayments of long-term debt ( 21,996 ) ( 20,311 ) ( 29,214 ) Proceeds from revolving credit facility — 140,000 — Repayments of revolving credit facility — ( 140,000 ) — Proceeds from Term Loan Facility 250,000 — — Repayments of Term Loan Facility ( 64,570 ) — — Payment of debt issuance costs ( 7,660 ) ( 5,951 ) ( 1,188 ) Related party note receivables — — ( 200,500 ) Collections of related party note receivables — 6,600 122,338 Settlement of finance lease liability – related party — ( 25,000 ) — Principal payments under finance lease liabilities ( 20,619 ) ( 20,499 ) ( 36,262 ) Principal payments under finance lease liabilities – related party — ( 2,912 ) ( 15,427 ) Cash paid for withholding taxes ( 52 ) — — Dividends paid ( 2,626 ) ( 1,313 ) — Distributions ( 16,178 ) ( 4,101 ) — Minority owner contribution – Albania Power Project 3,462 1,932 — Net cash provided by (used in) financing activities $ 111,357 $ 341,184 $ ( 124,097 ) Effect of exchange rate on cash, cash equivalents, and restricted cash ( 121 ) — — Net increase (decrease) in cash, cash equivalents and restricted cash 34,487 447,007 ( 18,575 ) Cash, cash equivalents and restricted cash Beginning of period $ 537,971 $ 90,964 $ 109,539 End of period $ 572,458 $ 537,971 $ 90,964 The accompanying notes are an integral part of these consolidated financial statements .
Biggest changeConsolidated Statements of Cash F lows For the Years Ended December 31, 2024, 2023 and 2022 Years ended December 31, 2024 2023 2022 Cash flows from operating activities (In thousands) Net income $ 153,034 $ 126,844 $ 79,996 Adjustments to reconcile net income to net cash from operating activities Depreciation and amortization 98,939 114,323 97,313 Amortization of operating lease right-of-use assets 2,005 14,663 31,699 ARO accretion expense 1,856 1,774 1,494 Amortization of debt issuance costs 3,392 6,377 2,664 Deferred income taxes 3,818 ( 3,321 ) 2,255 Share of net earnings in equity method investee ( 2,247 ) ( 883 ) ( 2,698 ) Distributions from equity method investee 1,800 4,725 4,950 Long-term incentive compensation expense 7,228 3,639 956 (Gain)/loss on non-cash items ( 44 ) 1,001 ( 2,224 ) Early extinguishment of lease liability on vessel acquisition — — 21,834 Non-cash restructuring expense — — 1,574 Changes in operating assets and liabilities: Accounts receivable ( 21,146 ) ( 20,993 ) 197,903 Other current assets and other assets ( 49,256 ) 156,470 ( 95,494 ) Accounts payable and accrued liabilities ( 25,285 ) ( 61,585 ) ( 254,884 ) Current portion of deferred revenue 31,016 ( 117,638 ) 135,154 Net investments in sales-type leases 25,715 12,898 12,225 Tax receivable agreement liability ( 3,433 ) ( 5,890 ) — Other long-term liabilities 17,045 ( 519 ) ( 9,627 ) Net cash provided by operating activities $ 244,437 $ 231,885 $ 225,090 Cash flows from investing activities Purchases of property and equipment ( 113,257 ) ( 312,735 ) ( 119,267 ) Sales of property and equipment — 4,101 — Net cash used in investing activities $ ( 113,257 ) $ ( 308,634 ) $ ( 119,267 ) Cash flows from financing activities Proceeds from issuance of common stock, net — — 412,148 Repurchase of Class A Common Stock ( 50,000 ) — — Cash received for stock options exercised 223 — — Proceeds from Term Loan Facility — 250,000 — Repayments of long-term debt ( 44,568 ) ( 86,566 ) ( 20,311 ) Proceeds from long-term debt – related party — — 654,000 Repayments of long-term debt – related party ( 9,134 ) ( 8,404 ) ( 653,409 ) Proceeds from revolving credit facility — — 140,000 Repayments of revolving credit facility — — ( 140,000 ) Payment of debt issuance costs — ( 7,660 ) ( 5,951 ) Collections of related party note receivables — — 6,600 Settlement of finance lease liability – related party — — ( 25,000 ) Principal payments under finance lease liabilities ( 20,504 ) ( 20,619 ) ( 20,499 ) Principal payments under finance lease liabilities – related party — — ( 2,912 ) Taxes withheld for long-term incentive compensation ( 400 ) ( 52 ) — Dividends paid ( 3,361 ) ( 2,626 ) ( 1,313 ) Distributions ( 22,537 ) ( 16,178 ) ( 4,101 ) Minority owner contribution – Albania Power Project 1,257 3,462 1,932 Net cash provided by (used in) financing activities $ ( 149,024 ) $ 111,357 $ 341,184 Effect of exchange rate on cash, cash equivalents, and restricted cash ( 119 ) ( 121 ) — Net increase (decrease) in cash, cash equivalents and restricted cash ( 17,963 ) 34,487 447,007 Cash, cash equivalents and restricted cash Beginning of period $ 572,458 $ 537,971 $ 90,964 End of period $ 554,495 $ 572,458 $ 537,971 The accompanying notes are an integral part of these consolidated financial statements .
Sale leaseback arrangements Vessels sold and leased back by the Company, where the Company has a fixed price repurchase obligation or the leaseback would be classified as a finance lease, are accounted for as a failed sale of the vessel and a failed purchase of the vessel by the buyer-lessor (a financing transaction).
Sale leaseback arrangements Vessels sold and leased back by the Company, where the Company has a fixed price repurchase obligation or the leaseback would be classified as a finance lease, are accounted for as a failed sale of the vessel by the Company and a failed purchase of the vessel by the buyer-lessor (a financing transaction).
In 2018, EELP entered into an agreement with a customer to lease Excellence with the vessel transferring ownership to the customer at the conclusion of the agreement for no additional consideration. Historically, EELP, as a lessor, has accounted for Excellence contract with our customer as a sales-type lease in the consolidated balance sheet in accordance with ASC 842.
In 2018, EELP entered into an agreement with a customer to lease Excellence with the vessel transferring ownership to the customer at the conclusion of the agreement for no additional consideration. Historically, EELP, as a lessor, has accounted for the Excellence contract with our customer as a sales-type lease in the consolidated balance sheet in accordance with ASC 842.
The performance condition relates to the Company’s EBITDA and the market condition relates to Excelerate’s relative total shareholder return as compared to its peer group. Changes in the Company’s expected EBITDA performance as compared to award metrics will be recorded to the consolidated statement of income over the vesting period.
The market condition relates to Excelerate’s relative total shareholder return as compared to its peer group and the performance condition relates to the Company’s EBITDA. Changes in the Company’s expected EBITDA performance as compared to award metrics will be recorded to the consolidated statement of income over the vesting period.
Therefore, its effective income tax rate is dependent on many factors, including the Company’s geographical distribution of income, a rate benefit attributable to the portion of the Company’s earnings not subject to corporate level taxes, and the impact of nondeductible items and foreign exchange impacts as well as varying tax regimes of jurisdictions.
Therefore, its effective income tax rate is dependent on many factors, including geographical distribution of income, a rate benefit attributable to the portion of the Company’s earnings not subject to corporate level taxes, and the impact of nondeductible items and foreign exchange impacts as well as varying tax regimes of jurisdictions.
In connection with the IPO, this letter of credit was replaced with a letter of credit obtained under the EE Revolver in April 2022. Kaiser obtained a letter of credit under the Kaiser Credit Line on behalf of Excelerate Energy Bangladesh Ltd. for the benefit of Bangladesh Oil, Gas & Mineral Corporation in the amount of $ 20.0 million.
Kaiser obtained a letter of credit under the Kaiser Credit Line on behalf of Excelerate Energy Bangladesh Ltd. for the benefit of Bangladesh Oil, Gas & Mineral Corporation in the amount of $ 20.0 million. In connection with the IPO, this letter of credit was replaced with a letter of credit obtained under the EE Revolver in April 2022.
As of the lease commencement date, the Company recognizes a liability for its lease obligation, initially measured at the present value of lease payments related to lease components not yet paid, and an asset for its right to use the underlying asset, initially measured equal to the lease liability and adjusted for lease payments made at or before lease commencement, lease incentives, and any initial direct costs.
As of the lease commencement date, the Company recognizes a liability for its lease obligation, initially measured at the present value of payments related to lease components not yet paid, and an asset for its right to use the underlying asset, initially measured at a value equal to that of the lease liability and adjusted for lease payments made at or before lease commencement, lease incentives, and any initial direct costs.
In conjunction with these LNG and natural gas sales, our direct cost of gas sales also increases by a similar percent due to the increase in volume and market pricing of LNG incurred for such revenue. As such, the increase in revenues by customer may be disproportionate to the relative increase in concentration risk within our operations.
In conjunction with these LNG and natural gas sales, our direct cost of gas sales also increases by a similar percent due to the increase in volume and market pricing of LNG incurred for such revenue. As such, the changes in revenues by customer may be disproportionate to the relative changes in concentration risk within our operations.
In October 2022, Excelerate Energy Holdings, LLC (“EE Holdings”), the indirect sole member of Excelerate New England Onshore, LLC (“ENE Onshore”), and EELP, the sole member of ENE Lateral, entered into a merger agreement, pursuant to which ENE Onshore was merged with and into ENE Lateral (the “ENE Onshore Merger”).
In October 2022, Excelerate Energy Holdings, LLC (“EE Holdings”), the indirect sole member of Excelerate New England Onshore, LLC (“ENE Onshore”), and EELP, the sole member of Excelerate New England Lateral, LLC (“ENE Lateral”), entered into a merger agreement, pursuant to which ENE Onshore was merged with and into ENE Lateral (the “ENE Onshore Merger”).
Long-Term Incentive Plan Notice of Grant of Award of Restricted Stock Units (Directors 2022) (Incorporated by reference to Exhibit 10.5 of the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023) 10.8† Form of Excelerate Energy, Inc.
Long-Term Incentive Plan Notice of Grant of Award of Restricted Stock Units (Directors 2022) (Incorporated by reference to Exhibit 10.5 of the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023) . 10.10† Form of Excelerate Energy, Inc.
The actual future payments to the TRA Beneficiaries will vary, and estimating the amount and timing of payments that may be made under the TRA is by its nature imprecise, as the calculation of amounts payable depends on a variety of factors and future events. 13.
The actual future payments to the TRA Beneficiaries will vary, and estimating the amount and timing of payments that may be made under the TRA is by its nature imprecise, as the calculation of amounts payable depends on a variety of factors and future events.
Long-Term Incentive Plan Notice of Grant of Award Restricted Stock Units (Directors 2023) (Incorporated by reference to Exhibit 10.6 of the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023) 10.9† Form of Excelerate Energy, Inc.
Long-Term Incentive Plan Notice of Grant of Award Restricted Stock Units (Directors 2023) (Incorporated by reference to Exhibit 10.6 of the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023) . 10.11† Form of Excelerate Energy, Inc.
Long-Term Incentive Plan Notice of Grant of Award Restricted Stock Units (Employees 2023) (Incorporated by reference to Exhibit 10.7 of the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023) 10.10† Form of Excelerate Energy, Inc.
Long-Term Incentive Plan Notice of Grant of Award Restricted Stock Units (Employees 2023) (Incorporated by reference to Exhibit 10.7 of the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023) . 10.12† Form of Excelerate Energy, Inc.
Long-Term Incentive Plan Notice of Grant of Award Performance Stock Units (Employees 2023) (Incorporated by reference to Exhibit 10.8 of the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023) 10.11† Excelerate Energy, Inc.
Long-Term Incentive Plan Notice of Grant of Award Performance Stock Units (Employees 2023) (Incorporated by reference to Exhibit 10.8 of the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023) . 10.13† Form of Excelerate Energy, Inc.
The financing also requires the vessel to carry the typical vessel marine insurances. 2017 Bank Loans Under the Company's financing agreement for the Moheshkhali LNG terminal in Bangladesh (the “2017 Bank Loans”), the Company entered into two loan agreements with external banks.
The financing also requires the vessel to carry the typical vessel marine insurances. 2017 Bank Loans Under the Company's financing agreement for the Moheshkhali LNG (“MLNG”) terminal in Bangladesh (the “2017 Bank Loans”), the Company entered into two loan agreements with external banks.
If the performance obligations are expected to be satisfied during the next 12 months, the contract liabilities are classified within current portion of deferred revenue on the consolidated balance sheets. Amounts to be recognized in revenue after 12 months are recorded in other long-term liabilities.
If the performance obligations are expected to be satisfied during the next 12 months, the contract liabilities are classified within current portion of deferred revenue on the consolidated balance sheets. Amounts to be recognized in revenue after 12 months are recorded in long-term deferred revenue.
(3) Index to Exhibits The exhibits required to be filed or furnished pursuant to Item 601 of Regulation S-K are set forth below. 62 Exhibit Number Description 2.1 Securities Purchase Agreement, dated as of April 8, 2022, by and between Maya Maritime LLC and Excelerate Energy Limited Partnership (Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on April 18, 2022 ) 3.1 Amended and Restated Certificate of Incorporation of Excelerate Energy, Inc.
(3) Index to Exhibits The exhibits required to be filed or furnished pursuant to Item 601 of Regulation S-K are set forth below. 61 Exhibit Number Description 2.1 Securities Purchase Agreement, dated as of April 8, 2022, by and between Maya Maritime LLC and Excelerate Energy Limited Partnership (Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on April 18, 2022 ). 3.1 Amended and Restated Certificate of Incorporation of Excelerate Energy, Inc.
Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on April 18, 2022) 10.6† Form of Excelerate Energy, Inc.
Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on April 18, 2022) . 10.8† Form of Excelerate Energy, Inc.
During the three months ended December 31, 2023 , none of the Company’s directors or executive officers adopted , modified or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(a) of Regulation S-K).
During the three months ended December 31, 2024 , none of the Company’s directors or executive officers adopted , modified or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(a) of Regulation S-K).
At contract inception, the Company separates its lease and non-lease component, and the consideration in the contract is allocated to each separate lease component and non-lease component on a relative standalone selling price basis.
At contract inception, the Company separates its lease and non-lease components, and the consideration in the contract is allocated to each separate lease component and non-lease component on a relative standalone selling price basis.
GBK Corporation, an affiliate of Kaiser, issued a guarantee dated August 19, 2011, in respect of all payment and performance obligations owed by Excelerate Energy Brazil, LLC and Excelerate Energy Servicos de Regaseficacao Ltda to Petróleo Brasileiro S.A. under an operation and services agreement and TCP agreement, which guarantee is subject to a cap of $ 55.0 million on certain indemnification obligations.
GBK Corporation, an affiliate of Kaiser, issued a guarantee dated August 19, 2011, in respect of all payment and performance obligations owed by Excelerate Energy Brazil, LLC and Excelerate Energy Servicos de Regaseficacao Ltda to Petróleo Brasileiro S.A. under an operation and services agreement and TCP agreement, which guarantee was subject to a cap of $ 55.0 million on certain indemnification obligations.
For the years ended December 31, 2023 and 2022, the Company recognized long-term incentive compensation expense for all of its awards as shown below (in thousands): For the years ended December 31, 2023 2022 Stock-based compensation expense $ 3,639 $ 956 Stock options The fair value of stock options is estimated on the date of the grant using a Black-Scholes valuation model, which requires management to make assumptions regarding the risk-free interest rates, expected dividend yields and the expected volatility of the Company’s stock calculated based on a period of time generally commensurate with the expected term of the award, the fair value of Excelerate’s common stock on the grant date, including the expected term of the award.
For the years ended December 31, 2024, 2023 and 2022 , the Company recognized long-term incentive compensation expense for all of its awards as shown below (in thousands): For the years ended December 31, 2024 2023 2022 Stock-based compensation expense $ 7,245 $ 3,639 $ 956 Stock options The fair value of stock options is estimated on the date of the grant using a Black-Scholes valuation model, which requires management to make assumptions regarding the risk-free interest rates, expected dividend yields and the expected volatility of the Company’s stock calculated based on a period of time generally commensurate with the expected term of the award, the fair value of Excelerate’s common stock on the grant date, including the expected term of the award.
For assets and liabilities measured on a non-recurring basis during the year, separate quantitative disclosures about the fair value measurements would be required for each major category. The Company did no t record any material impairments on the equity investments or long-lived assets during the years ended December 31, 2023, 2022 and 2021 . 4.
For assets and liabilities measured on a non-recurring basis during the year, separate quantitative disclosures about the fair value measurements would be required for each major category. The Company did no t record any material impairments on the equity investments or long-lived assets during the years ended December 31, 2024, 2023 and 2022 . 4.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.
Their report appears on page F-2 of this Annual Report. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. It em 9B. Other Information.
Their report appears on page F-2 of this Annual Report. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. It em 9B. Other Information.
The information required by this item is incorporated herein by reference to the 2024 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2023. It em 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item is incorporated herein by reference to the 2025 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2024. It em 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
These procedures also included, among others (i) testing management’s assessment of contract classification for FSRU and terminal services and gas sales revenues; (ii) testing the completeness, accuracy, and occurrence of revenues by (a) obtaining and inspecting source documents, such as contracts, invoices and subsequent cash receipts for a sample of FSRU and terminal services non-lease transactions, (b) obtaining and inspecting the underlying contract terms to recalculate FSRU and terminal services operating lease revenues, (c) obtaining and inspecting the underlying contract terms and payments for a sample of FSRU and terminal services sales-type lease revenues, and (d) obtaining and inspecting supporting contracts, invoices, and volume reports for a sample of gas sales revenue; and (iii) confirming a sample of outstanding FSRU and terminal services and gas sales customer invoice balances as of December 31, 2023 and, for confirmations not returned, obtaining and inspecting source documents, such as invoices and remittance advices, and subsequent cash receipts. /s/ PricewaterhouseCoopers LLP Houston, Texas February 29, 2024 We have served as the Company’s auditor since 2021.
These procedures also included, among others (i) testing management’s assessment of contract classification for FSRU and terminal services and gas sales revenues; (ii) testing the completeness, accuracy, and occurrence of revenues by (a) obtaining and inspecting source documents, such as contracts, invoices and subsequent cash receipts for a sample of FSRU and terminal services non-lease transactions, (b) obtaining and inspecting the underlying contract terms to recalculate FSRU and terminal services operating lease revenues, (c) obtaining and inspecting the underlying contract terms and payments for a sample of FSRU and terminal services sales-type lease revenues, and (d) obtaining and inspecting supporting contracts, invoices, and volume reports for a sample of gas sales revenue; and (iii) confirming a sample of outstanding FSRU and terminal services and gas sales customer invoice balances as of December 31, 2024 and, for confirmations not returned, obtaining and inspecting source documents, such as invoices and remittance advices, and subsequent cash receipts . /s/ PricewaterhouseCoopers LLP Houston, Texas February 27, 2025 We have served as the Company’s auditor since 2021.
We offer a full range of flexible regasification services, from floating storage and regasification units (“FSRUs”) to infrastructure development, to LNG and natural gas supply.
We offer a full range of regasification services, from floating storage and regasification units (“FSRUs”) to infrastructure development, to LNG and natural gas supply.
Gas sales revenues are recognized at the point in time each unit of natural gas or LNG is transferred to the control of the customer.
Gas sales revenues are recognized at the point in time at which each unit of natural gas or LNG is transferred to the control of the customer.
Conclusions reached regarding tax positions are continually reviewed based on ongoing analyses of tax laws, regulations, and interpretations thereof. To the extent that our assessment of the conclusions reached regarding tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made.
Conclusions reached regarding tax positions are continually reviewed based on ongoing analyses of tax laws, regulations, and interpretations thereof. To the extent that The Company’s assessment of the conclusions reached regarding tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made.
The acquisition of both Excelsior and Excellence was accounted for as asset acquisitions in accordance with ASC 805, Business Combinations (“ASC 805”). In accordance with ASC 805, the accumulated cost of the vessel acquisitions, including Class A Common Stock and contingent consideration related to the TRA, were allocated to the assets acquired based on relative fair value.
The acquisitions of both Excelsior and Excellence were accounted for as asset acquisitions in accordance with ASC 805, Business Combinations (“ASC 805”). In accordance with ASC 805, the accumulated cost of the vessel acquisitions, including Class A Common Stock and contingent consideration related to the TRA, were allocated to the assets acquired based on relative fair value.
In connection with the closing of the IPO, the Company amended and restated its certificate of incorporation in its entirety to, among other things: (i) authorize 300 million shares of Class A Common Stock; (ii) 150 million shares of Class B Common Stock, $ 0.001 par value per share (the “Class B Common Stock”); and (iii) 25 million shares of “blank check” preferred stock, $ 0.001 par value per share.
In connection with the closing of the IPO, the Company amended and restated its certificate of incorporation in its entirety to, among other things: (i) authorize 300 million shares of Class A Common Stock; (ii) 150 million shares of Class B Common Stock; and (iii) 25 million shares of “blank check” preferred stock, $ 0.001 par value per share.
Notes to Consolidated Financial Statements Class A Common Stock The Class A Common Stock outstanding represents 100 % of the rights of the holders of all classes of our outstanding common stock to share in distributions from Excelerate , except for the right of Class B stockholders to receive the par value of the Class B Common Stock upon our liquidation, dissolution or winding up or an exchange of Class B interests of EELP.
Notes to Consolidated Financial Statements Class A Common Stock The Class A Common Stock outstanding represents 100 % of the rights of the holders of all classes of the Company’s outstanding common stock to share in distributions from Excelerate , except for the right of Class B stockholders to receive the par value of the Class B Common Stock upon the Company’s liquidation, dissolution or winding up or an exchange of Class B interests of EELP.
Other items included in accounts receivable, net represent receivables associated with leases, which are accounted for in accordance with the leasing standard. There were no write-downs of trade receivables for lease or time charter services or contract assets for the years ended December 31, 2023, 2022 and 2021.
Other items included in accounts receivable, net represent receivables associated with leases, which are accounted for in accordance with the leasing standard. There were no write-downs of trade receivables for lease or time charter services or contract assets for the years ended December 31, 2024, 2023 and 2022.
Substantially all of the net book value of our long-lived assets are located outside the United States. The Company’s fixed assets are largely comprised of vessels that can be deployed globally due to their mobile nature. As such, the Company is not subject to significant concentration risk of fixed assets. 22.
Substantially all of the net book value of our long-lived assets are located outside the United States. The Company’s fixed assets are largely comprised of vessels that can be deployed globally due to their mobile nature. As such, the Company is not subject to significant concentration risk of fixed assets. 21.
To manage credit risk associated with the interest rate hedges, the Company selected counterparties based on their credit ratings and limits the exposure to any single counterparty. The counterparties to our derivative contracts are major financial institutions with investment grade credit ratings. The Company periodically monitors the credit risk of the counterparties and adjusts the hedging position as appropriate.
To manage credit risk associated with the interest rate hedges, the Company selects counterparties based on their credit ratings and limits the exposure to any single counterparty. The counterparties to our derivative contracts are major financial institutions with investment grade credit ratings. The Company periodically monitors the credit risk of the counterparties and adjusts the hedging position as appropriate.
Based on this assessment, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2023. PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements included in this Annual Report, has also audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.
Based on this assessment, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2024. PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements included in this Annual Report, has also audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.
The information required by this item is incorporated herein by reference to the 2024 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2023. It em 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is incorporated herein by reference to the 2025 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2024. It em 13. Certain Relationships and Related Transactions, and Director Independence.
Revenue allocated to drydocking is deferred and recognized when the drydocking service is complete. The deferred drydock revenue is presented within other long-term liabilities in the consolidated balance sheets. Gas sales As part of its operations, the Company sells natural gas and LNG generally through its use of its FSRU fleet and terminals.
Revenue allocated to drydocking is deferred and recognized when the drydocking service is complete. The deferred drydock revenue is presented within long-term deferred revenue in the consolidated balance sheets. Gas sales As part of its operations, the Company sells natural gas and LNG generally through its use of its FSRU fleet and terminals.
EELP, is treated as a pass-through entity for U.S. federal income tax purposes and, as such, is generally not subject to U.S. federal income tax at the entity level. Accordingly, unless otherwise specified, our historical results of operations prior to the IPO do not include any provision for U.S. federal income tax for EELP.
EELP, is treated as a pass-through entity for U.S. federal income tax purposes and, as such, is generally not subject to U.S. federal income tax at the entity level. Accordingly, unless otherwise specified, the Company’s historical results of operations prior to the IPO do not include any provision for U.S. federal income tax for EELP.
The Company’s vessel financing loan has certain financial covenants as well as customary affirmative and negative covenants. The Company must maintain a minimum equity of $ 500.0 million , a maximum debt-to-equity ratio of 3.5 to 1 and a minimum cash and cash equivalents balance, including loan availability, of $ 20.0 million .
The Company’s vessel financing loan has certain financial covenants as well as customary affirmative and negative covenants. EELP must maintain a minimum equity of $ 500.0 million , a maximum debt-to-equity ratio of 3.5 to 1 and a minimum cash and cash equivalents balance, including loan availability, of $ 20.0 million .
Prior to the ENE Onshore Merger, Excelerate consolidated ENE Onshore as a variable interest entity (“VIE”) as Excelerate was determined to be the primary beneficiary of ENE Onshore. As a result of the ENE Onshore Merger, Excelerate no longer has a non-controlling interest related to ENE Onshore. See Note 19 – Related party transactions for more details on this merger.
Prior to the ENE Onshore Merger, Excelerate consolidated ENE Onshore as a variable interest entity (“VIE”) as Excelerate was determined to be the primary beneficiary of ENE Onshore. As a result of the ENE Onshore Merger, Excelerate no longer has a non-controlling interest related to ENE Onshore. See Note 18 – Related party transactions for more details on this merger.
Revenue Recognition As described in Notes 2 and 16 to the consolidated financial statements, revenues relate to revenue from leases (time charter contracts resulting in operating or sales-type leases) and revenue from contracts with customers (time charter, regasification, and other services) (collectively “FSRU and terminal services”) and gas sales.
Revenue Recognition As described in Notes 2 and 15 to the consolidated financial statements, revenues relate to revenue from leases (time charter contracts resulting in operating or sales-type leases) and revenue from contracts with customers (time charter, regasification, and other services) (collectively “FSRU and terminal services”) and gas sales.
The Company’s policy is to recognize accrued interest and penalties related to uncertain tax positions in income tax expense in the consolidated financial statements. For the years ended December 31, 2023 and 2022, the Company did not have any payments of interest and penalties associated with uncertain tax positions.
The Company’s policy is to recognize accrued interest and penalties related to uncertain tax positions in income tax expense in the consolidated financial statements. For the years ended December 31, 2024 and 2023, the Company did not have any payments of interest and penalties associated with uncertain tax positions.
Accordingly, unless otherwise specified, our historical results of operations prior to the IPO do not include any provision for U.S. federal income tax for EELP. The Company has international operations that are also subject to foreign income tax and U.S. corporate subsidiaries subject to U.S. federal tax.
Accordingly, unless otherwise specified, the Company’s historical results of operations prior to the IPO do not include any provision for U.S. federal income tax for EELP. The Company has international operations that are also subject to foreign income tax and U.S. corporate subsidiaries subject to U.S. federal tax.
As of December 31, 2023 , the Company was a lessee in finance lease arrangements on one pipeline capacity agreement and one tugboat. These arrangements were determined to be finance leases as their terms represent the majority of the economic life of their respective assets.
As of December 31, 2024 , the Company was a lessee in finance lease arrangements on one pipeline capacity agreement and one tugboat. These arrangements were determined to be finance leases as their terms represent the majority of the economic life of their respective assets.
In one jurisdiction, the Company’s tax rate is significantly less than the applicable statutory rate as a result of a tax holiday that was granted. This tax holiday will expire in 2033 at the same time that our contract and revenue with our customer ends.
In one jurisdiction, the Company’s tax rate is significantly less than the applicable statutory rate as a result of a tax holiday that was granted. This tax holiday will expire in 2033 at the same time that the Company’s contract and revenue with its customer ends.
No cash collateral has been posted or held as of December 31, 2023 or December 31, 2022. This table excludes cash on hand and assets and liabilities that are measured at historical cost or any basis other than fair value.
No cash collateral has been posted or held as of December 31, 2024 or December 31, 2023. This table excludes cash on hand and assets and liabilities that are measured at historical cost or any basis other than fair value.
We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Class B Common Stock Following the completion of the IPO, EE Holdings, a company controlled directly and indirectly by Kaiser, holds all of the shares of our outstanding Class B Common Stock. The Class B Common Stock entitles the holder to one vote for each share of Class B Common Stock.
Class B Common Stock Following the completion of the IPO, EE Holdings, a company controlled directly and indirectly by Kaiser, holds all of the shares of Excelerate’s outstanding Class B Common Stock. The Class B Common Stock entitles the holder to one vote for each share of Class B Common Stock.
The EELP Limited Partnership Agreement entitles partners (and certain permitted transferees thereof) to exchange their Class B interests for shares of Class A Common Stock on a one-for-one basis or, at our election, for cash.
The EELP Limited Partnership Agreement entitles partners (and certain permitted transferees thereof) to exchange their Class B interests for shares of Class A Common Stock on a one-for-one basis or, at its election, for cash.
The information required by this item is incorporated herein by reference to the 2024 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2023. Ite m 14. Principal Accounting Fees and Services. Our independent registered public accounting firm is PricewaterhouseCoopers LLP , Houston, Texas.
The information required by this item is incorporated herein by reference to the 2025 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2024. Ite m 14. Principal Accountant Fees and Services. Our independent registered public accounting firm is PricewaterhouseCoopers LLP , Houston, Texas.
Long-Term Incentive Plan Notice of Grant of Stock Option (Incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023) 10.7† Form of Excelerate Energy, Inc.
Long-Term Incentive Plan Notice of Grant of Stock Option (Incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023) . 10.9† Form of Excelerate Energy, Inc.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
The Company determines the amount of revenue to be recognized through application of the five-step model outlined in ASC 606 as follows: when (i) a customer contract is identified, (ii) the performance obligation(s) have been identified, (iii) the transaction price has been determined, (iv) the transaction price has been allocated to the performance obligation(s) in the contract, and (v) the performance obligation(s) are satisfied.
For revenue accounted for under ASC 606, the Company determines the amount of revenue to be recognized through application of the five-step model outlined in ASC 606 as follows: when (i) a customer contract is identified, (ii) the performance obligation(s) have been identified, (iii) the transaction price has been determined, (iv) the transaction price has been allocated to the performance obligation(s) in the contract, and (v) the performance obligation(s) are satisfied.
As a result of the IPO Transaction, the presentation of earnings per share for the periods prior to the IPO Transaction is not meaningful and only earnings per share for periods subsequent to the IPO Transaction are presented herein. See Note 14 – Earnings per share for additional information.
As a result of the IPO Transaction, the presentation of earnings per share for the periods prior to the IPO Transaction is not meaningful and only earnings per share for periods subsequent to the IPO Transaction are presented herein. See Note 13 – Earnings per share for additional information.
Performance units In 2023, the Company granted performance units which entitle the holder to between zero and two shares of the Company’s Class A Common Stock based on results as compared to performance and market conditions.
Performance units In 2023, the Company granted performance units that entitle the holder to between zero and two shares of the Company’s Class A Common Stock based on results as compared to performance and market conditions.
The time charter contracts contain a lease component for the use of the vessel and/or terminal and may contain non-lease components relating to the operation of the assets (i.e., time charter, regasifications and other services).
The time charter contracts contain a lease component for the use of the vessel and/or terminal and may contain non-lease components relating to the operation of the assets (i.e., time charter, regasification and other services).
Executive Severance Plan (Incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on April 18, 2022) 10.12† Excelerate Energy, Inc.
Executive Severance Plan (Incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on April 18, 2022) . 10.17*† Excelerate Energy, Inc.
In December 2023, we paid off $ 55.2 million of the principal outstanding on our Term Loan Facility. We also unwound the same notional value of the interest rate swaps we had previously entered into to hedge the fluctuations in the SOFR rates associated with the variable interest rate on the loan.
In December 2023, the Company paid off $ 55.2 million of the principal outstanding on our Term Loan Facility. The Company also unwound the same notional value of the interest rate swaps it had previously entered into to hedge the fluctuations in the SOFR rates associated with the variable interest rate on the loan.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. In making this assessment, management used the framework and criteria set forth by the Committee of Sponsoring 59 Organizations of the Treadway Commission (COSO) in “Internal Control - Integrated Framework,” published in 2013.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. In making this assessment, management used the framework and criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control - Integrated Framework,” published in 2013.
It em 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. 60 PART III It em 10. Directors, Executive Officers and Corporate Governance. The information required by this item is incorporated herein by reference to the 2024 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2023.
It em 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. 59 PART III It em 10. Directors, Executive Officers and Corporate Governance. The information required by this item is incorporated herein by reference to the 2025 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2024.
Vessel Acquisition As part of the IPO Transaction, in exchange for (i) 7,854,167 shares of Class A Common Stock with a fair market value (based on the IPO price) of $ 188.5 million, (ii) a cash payment of $ 50.0 million and (iii) $ 21.5 million of estimated future payments under the TRA, EELP purchased from Maya Maritime LLC, a wholly owned subsidiary of the Foundation, all of the issued and outstanding membership interests in the Foundation Vessels.
Notes to Consolidated Financial Statements Vessel Acquisition As part of the IPO Transaction, in exchange for (i) 7,854,167 shares of Class A Common Stock with a fair market value (based on the IPO price) of $ 188.5 million, (ii) a cash payment of $ 50.0 million and (iii) $ 21.5 million of estimated future payments under the TRA, EELP purchased from Maya Maritime LLC, a wholly owned subsidiary of the Foundation, all of the issued and outstanding membership interests in the Foundation Vessels.
The Kaiser Note Receivable bore interest at 1.55 % with $ 3.3 million payable each month by Kaiser to the Company. The Kaiser Note Receivable was presented as contra-equity in the consolidated financial statements. The Kaiser Note Receivable was repaid in full in February 2022. F- 38 Index to Financial Statements Excelerate Energy, Inc.
The Kaiser Note Receivable bore interest at 1.55 % with $ 3.3 million payable each month by Kaiser to the Company. The Kaiser Note Receivable was presented as contra-equity in the consolidated financial statements. The Kaiser Note Receivable was repaid in full in February 2022. F- 39 Excelerate Energy, Inc.
Useful lives applied in depreciation are as follows: Vessels 5 - 40 years Buoy and pipeline 20 years Finance lease right-of-use assets Lesser of useful life or lease term Other equipment 3 - 7 years Gains and losses on disposals and retirements are determined by comparing the proceeds with the carrying amount and are recognized in the consolidated statements of income.
Useful lives applied in depreciation are as follows: Vessels and related equipment 5 - 40 years Finance lease right-of-use assets Lesser of useful life or lease term Other equipment 3 - 7 years Gains and losses on disposals and retirements are determined by comparing the proceeds with the carrying amount and are recognized in the consolidated statements of income.
The Company is currently under income tax examination in Israel related to the 2020 and 2021 tax years. Tax years that remain subject to examination vary by legal entity but are generally open in the U.S. for the tax years ending after 2019 and outside the U.S. for the tax years ending after 2017.
The Company is currently under income tax examination in Israel related to the 2020 and 2021 tax years. Tax years that remain subject to examination vary by legal entity but are generally open in the U.S. for the tax years ending after 2020 and outside the U.S. for the tax years ending after 2018.
Waldo 65 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 238 ) F- 2 Consolidated Balance Sheets as of December 31, 2023 and 2022 F- 4 Consolidated Statements of Income for the Years Ended December 31, 2023, 2022 and 2021 F- 5 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2023, 2022 and 2021 F- 6 Consolidated Statements of Changes in Equity for the Years Ended December 31, 2023, 2022 and 2021 F- 7 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021 F- 8 Notes to Consolidated Financial Statements F- 9 Note 1 – General business information F- 9 Note 2 – Summary of significant accounting policies F- 9 Note 3 – Fair value of financial instruments F- 17 Note 4 – Accounts receivable, net F- 18 Note 5 – Derivative financial instruments F- 19 Note 6 – Inventories F- 20 Note 7 – Other current assets F- 20 Note 8 – Property and equipment, net F- 20 Note 9 – Accrued liabilities F- 21 Note 10 – Long-term debt, net F- 21 Note 11 – Long-term debt – related party F- 24 Note 12 – TRA liability F- 25 Note 13 – Equity F- 25 Note 14 – Earnings per share F- 27 Note 15 – Leases F- 27 Note 16 – Revenue F- 29 Note 17 – Long-term incentive compensation F- 32 Note 18 – Income taxes F- 34 Note 19 – Related party transactions F- 36 Note 20 – Defined contribution plan F- 39 Note 21 – Concentration risk F- 39 Note 22 – Commitments and contingencies F- 40 Note 23 – Asset retirement obligations F- 40 Note 24 – Supplemental noncash disclosures for consolidated statement of cash flows F- 41 Note 25 – Accumulated other comprehensive income F- 41 Note 26 – Subsequent events F- 41 F- 1 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Excelerate Energy, Inc.
Waldo 65 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 238 ) F- 2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F- 4 Consolidated Statements of Income for the Years Ended December 31, 2024, 2023 and 2022 F- 5 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022 F- 6 Consolidated Statements of Changes in Equity for the Years Ended December 31, 2024, 2023 and 2022 F- 7 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 F- 9 Notes to Consolidated Financial Statements F- 10 Note 1 – General business information F- 10 Note 2 – Summary of significant accounting policies F- 10 Note 3 – Fair value of financial instruments F- 19 Note 4 – Accounts receivable, net F- 19 Note 5 – Derivative financial instruments F- 20 Note 6 – Other current assets F- 21 Note 7 – Property and equipment, net F- 21 Note 8 – Accrued liabilities F- 22 Note 9 – Long-term debt, net F- 22 Note 10 – Long-term debt – related party F- 25 Note 11 – TRA liability F- 25 Note 12 – Equity F- 26 Note 13 – Earnings per share F- 29 Note 14 – Leases F- 29 Note 15 – Revenue F- 31 Note 16 – Long-term incentive compensation F- 34 Note 17 – Income taxes F- 36 Note 18 – Related party transactions F- 38 Note 19 – Defined contribution plan F- 41 Note 20 – Concentration risk F- 41 Note 21 – Commitments and contingencies F- 41 Note 22 – Asset retirement obligations F- 42 Note 23 – Supplemental disclosures for consolidated statement of cash flows F- 42 Note 24 – Accumulated other comprehensive income F- 43 Note 25 – Subsequent events F- 43 F- 1 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Excelerate Energy, Inc.
Account balances are charged off against the allowance when management believes that the receivable will not be recovered. The allowance for doubtful accounts was $ 0.2 million and $ 0.6 million as of December 31, 2023 and 2022 , respectively.
Account balances are charged off against the allowance when management believes that the receivable will not be recovered. The allowance for doubtful accounts was $ 0.2 million and $ 0.2 million as of December 31, 2024 and 2023 , respectively.
F- 8 Index to Financial Statements Excelerate Energy, Inc. Notes to Consolidated Financial Statements 1. Gen eral business information Excelerate Energy, Inc. (“Excelerate” and together with its subsidiaries, “we,” “us,” “our” or the “Company”) offers flexible liquefied natural gas (“LNG”) solutions, providing integrated services along the LNG value chain.
F- 9 Excelerate Energy, Inc. Notes to Consolidated Financial Statements 1. Gen eral business information Excelerate Energy, Inc. (“Excelerate” and together with its subsidiaries, “we,” “us,” “our” or the “Company”) offers liquefied natural gas (“LNG”) solutions, providing integrated services along the LNG value chain.
Under the first agreement, the Company borrowed $ 32.8 million , makes semi-annual payment s and accrues interest at the six-month SOFR plus 2.85 % through the loan maturity date of October 15, 2029 .
Under the first agreement, the Company borrowed $ 32.8 million , makes semi-annual payments and accrues interest at the six-month SOFR plus 2.85 % through the loan maturity date of October 15, 2029 .
The board of directors approved the Program because it believed that it (i) would be a prudent use of the Company’s available cash, (ii) would enhance the long-term value of the Class A Common Stock, (iii) would demonstrate management’s and the board of directors’ confidence in the business and (iv) is advisable and in the best interests of the Company.
The board of directors approved the Share Repurchase Program because it believed that it (i) would be a prudent use of the Company’s available cash, (ii) would enhance the long-term value of the Class A Common Stock, (iii) would demonstrate management’s and the board of directors’ confidence in the business and (iv) was advisable and in the best interests of the Company.
Non-controlling interest Non-controlling interest is primarily comprised of Kaiser’s 75.7 % ownership interest in EELP. In addition, it is also comprised of third-party equity interests in two of the Company’s other consolidated subsidiaries: 1) a 20 % interest in Excelerate Energy Bangladesh LLC and 2) a 10 % interest in Excelerate Albania Holding sphk.
Non-controlling interest Non-controlling interest is primarily comprised of Kaiser’s 77.5 % ownership interest in EELP. In addition, it is also comprised of third-party equity interests in two of the Company’s other consolidated subsidiaries: 1) a 20 % interest in Excelerate Energy Bangladesh LLC and 2) a 10 % interest in Excelerate Albania Holding sphk.
For operating leases, lease interest and right-of-use asset amortization in aggregate result in a straight-line expense profile, or operating lease expense, that is presented in cost of revenue and vessel operating expenses or SG&A expenses in the consolidated statements of income, dependent on the use of the leased asset, unless the right of-use asset becomes impaired.
For operating leases, lease interest and right-of-use asset amortization in aggregate result in a straight-line expense profile, or operating lease expense, that is presented in cost of revenue and vessel operating expenses or selling, general and administrative expenses in the consolidated statements of income, dependent on the use of the leased asset, unless the right of-use asset becomes impaired.
The Organization for Economic Co-operation and Development (OECD) has established the Pillar Two Framework, which generally provides for a minimum effective tax rate of 15 %. The Pillar Two Framework has been supported by over 130 countries worldwide. The effective dates are January 1, 2024, and January 1, 2025, for different aspects of the directive.
The Organization for Economic Co-operation and Development has established the Pillar Two Framework, which generally provides for a minimum effective tax rate of 15 %. The Pillar Two Framework has been supported by numerous countries worldwide. The effective dates are January 1, 2024 and January 1, 2025 for different aspects of the directive.
The information required by this item is incorporated herein by reference to the 2024 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2023. 61 PART IV It em 15. Exhibits, Financial Statement Schedules.
The information required by this item is incorporated herein by reference to the 2025 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2024. 60 PART IV It em 15. Exhibits, Financial Statement Schedules.
Date: February 29, 2024 By: /s/ Dana Armstrong Dana Armstrong Executive Vice President and Chief Financial Officer (Principal Financial Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report had been signed by the following persons on behalf of the registrant and in the capacities indicated on February 29, 2024.
Date: February 27, 2025 By: /s/ Dana Armstrong Dana Armstrong Executive Vice President and Chief Financial Officer (Principal Financial Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report had been signed by the following persons on behalf of the registrant and in the capacities indicated on February 27, 2025.
Contract liabilities are classified as current and noncurrent based on the expected timing of recognition of the revenue. Income taxes We are a corporation for U.S. federal and state income tax purposes.
Contract liabilities are classified as current and noncurrent based on the expected timing of recognition of the revenue. Income taxes The Company is a corporation for U.S. federal and state income tax purposes.
Debt issuance costs of $ 4.8 million are presented as a direct deduction from the debt liability and are amortized over the life of the loan. The agreement contains certain security rights related to the Moheshkhali LNG (“MLNG”) terminal assets and project contracts in the event of default.
Debt issuance costs of $ 4.8 million are presented as a direct deduction from the debt liability and are amortized over the life of the loan. The agreement contains certain security rights related to the MLNG terminal assets and project contracts in the event of default.
Holders of shares of our Class B Common Stock vote together with holders of our Class A Common Stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise provided in our amended and restated certificate of incorporation or required by law.
Holders of shares of the Company’s Class B Common Stock vote together with holders of its Class A Common Stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise provided in its amended and restated certificate of incorporation or required by law.
Such net tax effects on temporary differences are reflected on the consolidated balance sheets as deferred tax assets and liabilities. We record valuation allowances to reflect the estimated amount of certain deferred tax assets that, more likely than not, will not be realized.
Such net tax effects on temporary differences are reflected on the consolidated balance sheets as deferred tax assets and liabilities. The Company records valuation allowances to reflect the estimated amount of certain deferred tax assets that, more likely than not, will not be realized.

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