Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 24, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38790 | ||
Entity Registrant Name | New Fortress Energy Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 83-1482060 | ||
Entity Address, Address Line One | 111 W. 19th Street | ||
Entity Address, Address Line Two | 8th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10011 | ||
City Area Code | 516 | ||
Local Phone Number | 268-7400 | ||
Title of 12(b) Security | Class A common stock | ||
Trading Symbol | NFE | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3,928.7 | ||
Entity Common Stock, Shares Outstanding | 208,770,088 | ||
Documents Incorporated by Reference | Documents Incorporated by Reference : Portions of the registrant’s definitive proxy statement for the registrant’s 2023 annual meeting, to be filed within 120 days after the close of the registrant’s fiscal year, are incorporated by reference into Parts II and III of this Annual Report on Form 10-K. | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Central Index Key | 0001749723 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Philadelphia, Pennsylvania |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 675,492 | $ 187,509 |
Restricted cash | 165,396 | 68,561 |
Receivables, net of allowances of $884 and $164, respectively | 280,313 | 208,499 |
Inventory | 39,070 | 37,182 |
Prepaid expenses and other current assets, net | 226,883 | 83,115 |
Total current assets | 1,387,154 | 584,866 |
Construction in progress | 2,418,608 | 1,043,883 |
Property, plant and equipment, net | 2,116,727 | 2,137,936 |
Equity method investments | 392,306 | 1,182,013 |
Right-of-use assets | 377,877 | 309,663 |
Intangible assets, net | 85,897 | 142,944 |
Finance leases, net | 4,601 | 602,675 |
Goodwill | 776,760 | 760,135 |
Deferred tax assets, net | 8,074 | 5,999 |
Other non-current assets, net | 137,078 | 106,378 |
Total assets | 7,705,082 | 6,876,492 |
Current liabilities | ||
Current portion of long-term debt | 64,820 | 97,251 |
Accounts payable | 80,387 | 68,085 |
Accrued liabilities | 1,162,412 | 244,025 |
Current lease liabilities | 48,741 | 47,114 |
Other current liabilities | 52,878 | 106,036 |
Total current liabilities | 1,409,238 | 562,511 |
Long-term debt | 4,476,865 | 3,757,879 |
Non-current lease liabilities | 302,121 | 234,060 |
Deferred tax liabilities, net | 25,989 | 269,513 |
Other long-term liabilities | 49,010 | 58,475 |
Total liabilities | 6,263,223 | 4,882,438 |
Commitments and contingencies (Note 22) | ||
Stockholders’ equity | ||
Class A common stock, $0.01 par value, 750.0 million shares authorized, 208.8 million issued and outstanding as of December 31, 2022; 206.9 million issued and outstanding as of December 31, 2021 | 2,088 | 2,069 |
Additional paid-in capital | 1,170,254 | 1,923,990 |
Retained earnings (Accumulated deficit) | 62,080 | (132,399) |
Accumulated other comprehensive (loss) income | 55,398 | (2,085) |
Total stockholders’ equity attributable to NFE | 1,289,820 | 1,791,575 |
Non-controlling interest | 152,039 | 202,479 |
Total stockholders’ equity | 1,441,859 | 1,994,054 |
Total liabilities and stockholders’ equity | $ 7,705,082 | $ 6,876,492 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands, shares in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Allowances for receivables | $ 884 | $ 164 |
Stockholders’ equity | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 750 | 750 |
Common stock, shares, issued (in shares) | 208.8 | 206.9 |
Common stock, shares, outstanding (in shares) | 208.8 | 206.9 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | |||
Operating revenue | $ 1,978,645 | $ 930,816 | $ 318,311 |
Vessel charter revenue | 357,158 | 230,809 | 0 |
Other revenue | 32,469 | 161,185 | 133,339 |
Total revenues | 2,368,272 | 1,322,810 | 451,650 |
Operating expenses | |||
Cost of sales (exclusive of depreciation and amortization shown separately below) | 1,010,428 | 616,010 | 278,767 |
Vessel operating expenses | 63,518 | 51,677 | 0 |
Operations and maintenance | 105,800 | 73,316 | 47,581 |
Selling, general and administrative | 236,051 | 199,881 | 120,142 |
Transaction and integration costs | 21,796 | 44,671 | 4,028 |
Contract termination charges and loss on mitigation sales | 0 | 0 | 124,114 |
Depreciation and amortization | 142,640 | 98,377 | 32,376 |
Asset impairment expense | 50,659 | 0 | 0 |
Total operating expenses | 1,630,892 | 1,083,932 | 607,008 |
Operating income (loss) | 737,380 | 238,878 | (155,358) |
Interest expense | 236,861 | 154,324 | 65,723 |
Other (income) expense, net | (48,044) | (17,150) | 5,005 |
Loss on extinguishment of debt, net | 14,997 | 10,975 | 33,062 |
Income (loss) before income from equity method investments and income taxes | 533,566 | 90,729 | (259,148) |
(Loss) income from equity method investments | (472,219) | 14,443 | 0 |
Tax (benefit) provision | (123,439) | 12,461 | 4,817 |
Net income (loss) | 184,786 | 92,711 | (263,965) |
Net loss attributable to non-controlling interest | 9,693 | 4,393 | 81,818 |
Net income (loss) attributable to stockholders | $ 194,479 | $ 97,104 | $ (182,147) |
Net income (loss) per share - basic (in dollars per share) | $ 0.93 | $ 0.49 | $ (1.71) |
Net income (loss) per share - diluted (in dollars per share) | $ 0.93 | $ 0.47 | $ (1.71) |
Weighted average number of shares outstanding - basic (in shares) | 209,501,298 | 198,593,042 | 106,654,918 |
Weighted average number of shares outstanding - diluted (in shares) | 209,854,413 | 201,703,176 | 106,654,918 |
Other comprehensive income (loss): | |||
Net income (loss) | $ 184,786 | $ 92,711 | $ (263,965) |
Currency translation adjustment | 68,403 | (3,489) | 2,005 |
Comprehensive income (loss) | 253,189 | 89,222 | (261,960) |
Comprehensive loss attributable to non-controlling interest | 10,795 | 5,615 | 80,025 |
Comprehensive income (loss) attributable to stockholders | $ 263,984 | $ 94,837 | $ (181,935) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Cumulative effect of accounting changes | Class A common stock | Common Stock Class A shares | Common Stock Class B shares | Common Stock Class A common stock | Additional paid-in capital | Retained earnings (Accumulated deficit) | Retained earnings (Accumulated deficit) Cumulative effect of accounting changes | Accumulated other comprehensive (loss) income | Non-controlling Interest | Non-controlling Interest Cumulative effect of accounting changes |
Balance at Dec. 31, 2019 | $ 387,324 | $ (9,313) | $ 130,658 | $ 0 | $ 0 | $ 0 | $ (45,823) | $ (1,533) | $ (30) | $ 302,519 | $ (7,780) | |
Balance (in shares) at Dec. 31, 2019 | 23,607,096 | 144,342,572 | 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Class A stock issued, net of issuance costs | 290,771 | $ 59 | 290,712 | |||||||||
Class A stock issued, net of issuance costs (in shares) | 5,882,352 | |||||||||||
Net income (loss) | (263,965) | (182,147) | (81,818) | |||||||||
Other comprehensive income | 2,005 | 212 | 1,793 | |||||||||
Share-based compensation expense | 8,743 | $ 4,430 | 4,313 | |||||||||
Issuance of shares for vested RSUs (in shares) | 1,224,436 | 160,317 | ||||||||||
Shares withheld from employees related to share-based compensation, at cost | (6,468) | (6,468) | ||||||||||
Shares withheld from employees related to share-based compensation, at cost (in shares) | (593,911) | |||||||||||
Exchange of NFI units | 0 | $ 206,587 | (206,587) | |||||||||
Exchange of NFI Units (in shares) | (144,342,572) | (144,342,572) | ||||||||||
Conversion from LLC to Corporation | 0 | $ (341,675) | $ 1,687 | 339,988 | ||||||||
Conversion from LLC to Corporation (in shares) | (169,174,104) | (169,174,104) | ||||||||||
Dividends | 34,011 | (34,011) | ||||||||||
Balance at Dec. 31, 2020 | 375,086 | $ 0 | $ 0 | $ 1,746 | 594,534 | (229,503) | 182 | 8,127 | ||||
Balance (in shares) at Dec. 31, 2020 | 0 | 0 | 174,622,862 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | 92,711 | 97,104 | (4,393) | |||||||||
Other comprehensive income | (3,489) | (2,267) | (1,222) | |||||||||
Share-based compensation expense | 37,043 | 37,043 | ||||||||||
Shares issued as consideration in business combinations | 1,400,784 | $ 314 | 1,400,470 | |||||||||
Shares issued as consideration in business combinations (in shares) | 31,372,549 | |||||||||||
Issuance of shares for vested RSUs | 0 | $ 9 | (9) | |||||||||
Issuance of shares for vested RSUs (in shares) | 1,537,910 | |||||||||||
Shares withheld from employees related to share-based compensation, at cost | (28,214) | (28,214) | ||||||||||
Shares withheld from employees related to share-based compensation, at cost (in shares) | (670,079) | |||||||||||
Non-controlling interest acquired in business combinations | 236,570 | 236,570 | ||||||||||
Deconsolidation | (28,049) | (28,049) | ||||||||||
Dividends | (88,388) | (79,834) | (8,554) | |||||||||
Balance at Dec. 31, 2021 | 1,994,054 | $ 0 | $ 0 | $ 2,069 | 1,923,990 | (132,399) | (2,085) | 202,479 | ||||
Balance (in shares) at Dec. 31, 2021 | 0 | 0 | 206,863,242 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | 184,786 | 194,479 | (9,693) | |||||||||
Other comprehensive income | 68,403 | 69,505 | (1,102) | |||||||||
Currency translation adjustment released upon Sergipe Sale | (12,022) | (12,022) | ||||||||||
Share-based compensation expense | 30,382 | 30,382 | ||||||||||
Issuance of shares for vested RSUs | 7 | $ 19 | (12) | |||||||||
Issuance of shares for vested RSUs (in shares) | 3,426,213 | |||||||||||
Shares withheld from employees related to share-based compensation, at cost | (74,822) | (74,822) | ||||||||||
Shares withheld from employees related to share-based compensation, at cost (in shares) | (1,519,367) | |||||||||||
Deconsolidation | (23,569) | (23,569) | ||||||||||
Dividends | (725,360) | $ (82,974) | (709,284) | (16,076) | ||||||||
Balance at Dec. 31, 2022 | $ 1,441,859 | $ 0 | $ 0 | $ 2,088 | $ 1,170,254 | $ 62,080 | $ 55,398 | $ 152,039 | ||||
Balance (in shares) at Dec. 31, 2022 | 0 | 0 | 208,770,088 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | |||
Net income (loss) | $ 184,786 | $ 92,711 | $ (263,965) |
Adjustments for: | |||
Amortization of debt issuance costs, premiums and discounts | 2,536 | 14,116 | 10,519 |
Depreciation and amortization | 143,589 | 99,544 | 33,303 |
Loss (earnings) of equity method investees | 472,219 | (14,443) | 0 |
Dividends received from equity method investees | 29,372 | 21,365 | 0 |
Change in fair market value of derivatives | (136,811) | (8,691) | 0 |
Contract termination charges and loss on mitigation sales | 0 | 0 | 19,114 |
Deferred taxes | (279,536) | (8,825) | 2,754 |
Share-based compensation | 30,382 | 37,043 | 8,743 |
Asset impairment expense | 50,659 | 0 | 0 |
Earnings recognized from vessels chartered to third parties transferred to Energos | (49,686) | 0 | 0 |
Loss on extinguishment of debt | 14,997 | 10,975 | 37,090 |
Loss on sale of net investment in lease | 11,592 | 0 | 0 |
Other | (14,186) | (11,177) | 4,341 |
Changes in operating assets and liabilities, net of acquisitions: | |||
(Increase) in receivables | (139,938) | (123,583) | (26,795) |
(Increase) Decrease in inventories | (7,933) | (11,152) | 23,230 |
(Increase) in other assets | (30,086) | (1,839) | (35,927) |
Decrease in right-of-use assets | 63,593 | 28,576 | 41,452 |
Increase in accounts payable/accrued liabilities | 67,741 | 17,527 | 55,514 |
(Decrease) in lease liabilities | (63,493) | (36,126) | (42,094) |
Increase (Decrease) in other liabilities | 5,314 | (21,251) | 7,155 |
Net cash provided by (used in) operating activities | 355,111 | 84,770 | (125,566) |
Cash flows from investing activities | |||
Capital expenditures | (1,174,008) | (669,348) | (156,995) |
Cash paid for business combinations, net of cash acquired | 0 | (1,586,042) | 0 |
Entities acquired in asset acquisitions, net of cash acquired | 0 | (8,817) | 0 |
Proceeds from the sale of net investment in lease | 593,000 | 0 | 0 |
Proceeds received from sale of equity method investment | 500,076 | 0 | 0 |
Other investing activities | (1,794) | (9,354) | (636) |
Net cash used in investing activities | (82,726) | (2,273,561) | (157,631) |
Cash flows from financing activities | |||
Proceeds from borrowings of debt | 2,032,020 | 2,434,650 | 2,095,269 |
Payment of deferred financing costs | (17,598) | (37,811) | (36,499) |
Repayment of debt | (1,520,813) | (461,015) | (1,490,002) |
Proceeds from issuance of Class A common stock | 0 | 0 | 291,992 |
Payments related to tax withholdings for share-based compensation | (72,602) | (30,124) | (6,413) |
Payment of dividends | (99,050) | (88,756) | (33,742) |
Payment of stock issuance costs | 0 | 0 | (1,107) |
Net cash provided by financing activities | 321,957 | 1,816,944 | 819,498 |
Impact of changes in foreign exchange rates on cash and cash equivalents | (3,289) | 6,541 | 0 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 591,053 | (365,306) | 536,301 |
Cash, cash equivalents and restricted cash – beginning of period | 264,030 | 629,336 | 93,035 |
Cash, cash equivalents and restricted cash – end of period | 855,083 | 264,030 | 629,336 |
Cash paid for interest, net of capitalized interest | 160,618 | 154,249 | 27,255 |
Cash paid for taxes | 151,210 | 17,319 | 58 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Changes in accounts payable and accrued liabilities associated with construction in progress and property, plant and equipment additions | 284,390 | 108,790 | (12,786) |
Liabilities associated with consideration paid for entities acquired in asset acquisitions | 0 | 10,520 | 0 |
Consideration paid in shares for business combinations | 0 | 1,400,784 | 0 |
Principal payments on financing obligation paid to Energos by third party charters | (24,949) | 0 | 0 |
Investment in Energos | 129,518 | 0 | 0 |
Accrued dividend | 626,310 | 0 | 0 |
Non-cash financing costs | 46,371 | 0 | 0 |
Cash and cash equivalents | 675,492 | 187,509 | |
Current restricted cash | 165,396 | 68,561 | |
Non-current restricted cash (Note 17) | 2,581 | 7,960 | |
Cash and cash equivalents classified as held for sale | 11,614 | 0 | |
Cash, cash equivalents and restricted cash – end of period | $ 855,083 | $ 264,030 | $ 629,336 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | Dec. 31, 2022 USD ($) |
Statement of Cash Flows [Abstract] | |
Assets held-for-sale, cash balance | $ (11,614) |
Organization
Organization | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization New Fortress Energy Inc. (“NFE,” together with its subsidiaries, the “Company”), a Delaware corporation, is a global energy infrastructure company founded to help address energy poverty and accelerate the world’s transition to reliable, affordable and clean energy. The Company owns and operates natural gas and liquefied natural gas (" LNG") infrastructure, ships and logistics assets to rapidly deliver turnkey energy solutions to global markets. The Company has liquefaction, regasification and power generation operations in the United States, Jamaica, Brazil and Mexico. The Company has marine operations with vessels operating under time charters and in the spot market globally. The Company currently conducts its business through two operating segments, Terminals and Infrastructure and Ships. The business and reportable segment information reflect how the Chief Operating Decision Maker (“CODM”) regularly reviews and manages the business. |
Significant accounting policies
Significant accounting policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant accounting policies | Significant accounting policies The principal accounting policies adopted are set out below. (a) Basis of presentation and principles of consolidation The accompanying consolidated financial statements contained herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned consolidated subsidiaries. The ownership interest of other investors in consolidated subsidiaries is recorded as a non-controlling interest. All significant intercompany transactions and balances have been eliminated on consolidation. Certain prior year amounts have been reclassified to conform to current year presentation. A variable interest entity (“VIE”) is an entity that by design meets any of the following characteristics: (1) lacks sufficient equity to allow the entity to finance its activities without additional subordinated financial support; (2) as a group, equity investors do not have the ability to make significant decisions relating to the entity’s operations through voting rights, do not have the obligation to absorb the expected losses or do not have the right to receive residual returns of the entity; or (3) the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. The primary beneficiary of a VIE is required to consolidate the assets and liabilities of the VIE. The primary beneficiary is the party that has both (1) the power to direct the economic activities of the VIE that most significantly impact the VIE’s economic performance; and (2) through its interest in the VIE, the obligation to absorb the losses or the right to receive the benefits from the VIE that could potentially be significant to the VIE. Non-controlling interests are classified as a separate component of equity on the consolidated balance sheets and consolidated statements of changes in stockholders’ equity. Additionally, net income (loss) and comprehensive income (loss) attributable to non-controlling interests are reflected separately from consolidated net income (loss) and comprehensive income (loss) in the consolidated statements of operations and comprehensive income (loss) and consolidated statements of changes in stockholders’ equity. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling interests. Losses continue to be attributed to the non-controlling interests, even when the non-controlling interests’ basis has been reduced to zero. (b) Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include inputs and assumptions to assess the recoverability of equity method investments and long-lived assets, as well as the total consideration and fair value of identifiable net assets related to acquisitions. Management evaluates its estimates and related assumptions regularly. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. (c) Foreign currencies The Company has certain foreign subsidiaries in which the functional currency is the local currency. All of the assets and liabilities of these subsidiaries are translated to U.S. dollars at the exchange rate in effect at the balance sheet date; income and expense accounts are translated at average rates for the period. The effects of translating financial statements of foreign operations into our reporting currency are recognized as a cumulative translation adjustment in accumulated other comprehensive income (loss). The Company also has foreign subsidiaries that conduct business in currencies other than their respective functional currencies. Transactions are remeasured to the respective subsidiaries’ functional currency at the exchange rate in effect on the respective dates of such transactions. Net realized foreign currency gains or losses relating to the differences between these recorded amounts and the functional currency equivalent actually received or paid are included within Other (income) expense, net in the consolidated statements of operations and comprehensive income (loss). Gains and losses on intercompany foreign currency transactions that are long-term in nature and which the Company does not intend to settle in the foreseeable future, are also recognized in accumulated other comprehensive income (loss). Accumulated foreign currency translation adjustments are reclassified from accumulated other comprehensive income (loss) to net income only when realized upon sale or upon complete or substantially complete liquidation of the investment in a foreign entity. If the Company commits to a plan to sell or liquidate a foreign entity, accumulated foreign currency translation adjustments would be included in carrying amounts in impairment assessments. (d) Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. (e) Restricted cash Restricted cash consists of funds that are contractually restricted as to usage or withdrawal and have been presented separately from cash and cash equivalents on the consolidated balance sheets. (f) Receivables Receivables are contractual rights to receive cash on a fixed or determinable date and are recognized on the balance sheet as the amount invoiced to the customer, net of an allowance for current expected credit losses. Amounts are written off against the allowance when management is certain that outstanding amounts will not be collected. The Company estimates expected credit losses based on relevant information about the current credit quality of customers, past events, including historical experience, and reasonable and supportable forecasts that affect the collectability of the reported amount. Credit loss expense, inclusive of credit loss expense on all categories of financial assets, is recorded within Selling, general and administrative in the consolidated statements of operations and comprehensive income (loss). (g) Inventories LNG and natural gas inventories, bunker fuel inventories and automotive diesel oil inventories are recorded at weighted average cost, and materials and other inventory are recorded at cost. The Company’s cost to convert from natural gas to LNG, which primarily consists of labor, depreciation and other direct costs to operate liquefaction facilities, is reflected in Inventory on the consolidated balance sheets. Inventory is adjusted to the lower of cost or net realizable value each quarter. Changes in the value of inventory are recorded within Cost of sales in the consolidated statements of operations and comprehensive income (loss). LNG is subject to “boil-off,” a natural loss of gas volume over time when LNG is exposed to environments with temperatures above its optimum storage state. Boil-off losses are expensed through Cost of sales in the consolidated statements of operations and comprehensive income (loss) in instances where gas cannot be contained and recycled back into the production process. (h) Construction in progress Construction in progress is recorded at cost, and at the point at which the constructed asset is put into use, the full cost of the asset is reclassified from Construction in progress to Property, plant and equipment, net or Finance leases, net on the consolidated balance sheets. Construction progress payments, engineering costs and other costs directly relating to the asset under construction are capitalized during the construction period, provided the completion of the construction project is deemed probable or if the costs are associated with activities that could be utilized in future projects. Depreciation is not recognized during the construction period. The interest cost associated with major development and construction projects is capitalized during the construction period and included in the cost of the project in Construction in progress. (i) Property, plant and equipment, net Property, plant and equipment is initially recorded at cost. Expenditures for construction activities and betterments that extend the useful life of the asset are capitalized. Vessel refurbishment costs are capitalized and depreciated over the vessels’ remaining useful economic lives. Refurbishment costs increase the capacity or improve the efficiency or safety of vessels and equipment. Expenditures for routine maintenance and repairs for assets in the Terminals and Infrastructure segment are charged to expense as incurred within Operations and maintenance in the consolidated statements of operations and comprehensive income (loss); such expenditures for assets in the Ships segment that do not improve the operating efficiency or extend the useful lives of the vessels are expensed as incurred within Vessel operating expenses. Major maintenance and overhauls of the Company’s power plant and terminals are capitalized and depreciated over the expected period until the next anticipated major maintenance or overhaul. Drydocking expenditures, including drydocking expenditures related to vessels that were included in the Energos Formation Transaction (defined below), are capitalized when incurred and amortized over the period until the next anticipated drydocking, which is generally five years. For vessels, the Company utilizes the “built-in overhaul” method of accounting and segregates vessel costs into those that should be depreciated over the useful life of the vessel and those that require drydocking at periodic intervals. The cost of the drydocking is capitalized and depreciated until the next drydocking, estimated at five year intervals. If drydocking occurs prior to the expected timing, a cumulative adjustment to recognize the change in expected timing of drydocking is recognized within Depreciation and amortization in the consolidated statements of operations and comprehensive income (loss). The Company depreciates property, plant and equipment less the estimate residual value using the straight-line depreciation method over the estimated economic life of the asset or lease term, whichever is shorter using the following useful lives: Useful life (Yrs) Vessels 5-30 Terminal and power plant equipment 4-24 CHP facilities 4-20 Gas terminals 5-24 ISO containers and associated equipment 3-25 LNG liquefaction facilities 20-40 Gas pipelines 4-24 Leasehold improvements 2-20 The Company reviews the remaining useful life of its assets on a regular basis to determine whether changes have taken place that would suggest that a change to depreciation policies is warranted. Upon retirement or disposal of property, plant and equipment, the cost and related accumulated depreciation are removed from the account, and the resulting gains or losses, if any, are recorded in the consolidated statements of operations and comprehensive income (loss). When a vessel is disposed, any unamortized drydocking expenditure is recognized as part of the gain or loss on disposal in the period of disposal. (j) Impairment of long-lived assets The Company performs a recoverability assessment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indicators may include, but are not limited to, adverse changes in the regulatory environment in a jurisdiction where the Company operates, unfavorable events impacting the supply chain for LNG to the Company’s operations, a decision to discontinue the development of a long-lived asset, early termination of a significant customer contract or the introduction of newer technology. When performing a recoverability assessment, the Company measures whether the estimated future undiscounted net cash flows expected to be generated by the asset exceeds its carrying value. In the event that an asset does not meet the recoverability test, the carrying value of the asset will be adjusted to fair value resulting in an impairment charge. Management develops the assumptions used in the recoverability assessment based on active contracts, current and future expectations of the global demand for LNG and natural gas, as well as information received from third party industry sources. (k) Investments in equity securities Investments in equity securities are carried at fair value and included in Other non-current assets on the consolidated balance sheets, with gains or losses recorded in earnings in Other (income) expense, net in the consolidated statements of operations and comprehensive income (loss). (l) Intangible assets Upon a business combination or asset acquisition, the Company may obtain identifiable intangible assets. Intangible assets with a finite life are amortized over the estimated useful life of the asset under the straight-line method. Indefinite lived intangible assets are not amortized. Intangible assets with an indefinite useful life are tested for impairment on an annual basis, on October 1 st of each year, or more frequently if changes in circumstances indicate that it is more likely than not that the asset is impaired. Indefinite lived intangible assets are evaluated for impairment either under the qualitative assessment option or the two-step quantitative test. If the carrying amount of an intangible asset being tested for impairment exceeds its fair value, the excess is recognized as impairment expense in the consolidated statements of operations and comprehensive income (loss). (m) Goodwill Goodwill includes the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. The Company reviews the carrying values of goodwill at least annually to assess impairment since these assets are not amortized. An annual impairment assessment is conducted as of October 1 st of each year. Additionally, the Company reviews the carrying value of goodwill whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. For an annual goodwill impairment assessment, an optional qualitative analysis may be performed. If the option is not elected or if it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then a two-step goodwill impairment test is performed to identify potential goodwill impairment and to measure an impairment loss. A qualitative analysis was elected for the years ended December 31, 2022 and 2021. A goodwill impairment assessment compares the fair value of a respective reporting unit with its carrying amount, including goodwill. The estimate of fair value of the respective reporting unit is based on the best information available as of the date of assessment, which primarily incorporates assumptions about operating results, business plans, income projections, anticipated future cash flows and market data. If goodwill is determined to be impaired, an impairment loss, measured at the amount by which the reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill, is recorded. There was no impairment of goodwill for the years ended December 31, 2022 and 2021. (n) Long-term debt and debt issuance costs Costs directly related to the issuance of debt are reported on the consolidated balance sheets as a reduction from the carrying amount of the recognized debt liability and amortized over the term of the debt using the effective interest method. Unamortized debt issuance costs associated with the revolving credit agreement, facilities for the issuance of letters of credit and other similar arrangements are presented as an asset (regardless of whether there are any amounts outstanding under the credit facility) and amortized over the life of the particular arrangement. Interest and related amortization of debt issuance costs recognized during major development and construction projects are capitalized and included in the cost of the project. (o) Contingencies The Company may be involved in legal actions in the ordinary course of business, including governmental and administrative investigations, inquiries and proceedings concerning employment, labor, environmental and other claims. The Company will recognize a loss contingency in the consolidated financial statements when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. The Company will disclose any loss contingencies that do not meet both conditions if there is a reasonable possibility that a loss may have been incurred. Gain contingencies are not recorded until realized. (p) Revenue recognition Terminals and Infrastructure Within the Terminals and Infrastructure segment, the Company’s contracts with customers may contain one or several performance obligations usually consisting of the sale of LNG, natural gas, power and steam, which are outputs from the Company’s natural gas-fueled infrastructure and the sale of LNG cargos. The transaction price for each of these contracts is structured using similar inputs and factors regardless of the output delivered to the customer. The customers consume the benefit of the natural gas, power and steam when they are delivered by the Company to the customer’s power generation facilities or interconnection facility. Natural gas, power and steam qualify as a series with revenue being recognized over time using an output method, based on the quantity of natural gas, power or steam that the customer has consumed. LNG is delivered in containers transported by truck to customer sites but may also be delivered via vessel to an unloading point specified in a contract. Revenue from sales of LNG is recognized at the point in time at which physical possession and the risks and rewards of ownership transfer to the customer, depending on the terms of the contract. Because the nature, timing and uncertainty of revenue and cash flows are substantially the same for LNG, natural gas, power and steam, the Company has presented Operating revenue on an aggregated basis. The Company has concluded that variable consideration included in its agreements meets the exception for allocating variable consideration. As such, the variable consideration for these contracts is allocated to each distinct unit of LNG, natural gas, power or steam delivered and recognized when that distinct unit is delivered to the customer. The Company’s contracts with customers to supply natural gas or LNG may contain a lease of equipment or vessesls, which may be accounted for as a finance or operating lease. For the Company’s operating leases, the Company has elected the practical expedient to combine revenue for the sale of natural gas or LNG and operating lease income as the timing and pattern of transfer of the components are the same. The Company has concluded that the predominant component of the transaction is the sale of natural gas or LNG and therefore has not separated the lease component. The lease component of such operating leases is recognized as Operating revenue The current and non-current portion of finance leases are recorded within Prepaid expenses and other current assets and Finance leases, net on the consolidated balance sheets, respectively. For finance leases accounted for as sales-type leases, the profit from the sale of equipment is recognized upon lease commencement in Other revenue in the consolidated statements of operations and comprehensive income (loss). The lease payments for finance leases are segregated into principal and interest components similar to a loan. Interest income is recognized on an effective interest method over the lease term and included in Other revenue in the consolidated statements of operations and comprehensive income (loss). The principal component of the lease payment is reflected as a reduction to the net investment in the lease. In addition to the revenue recognized from the finance lease components of agreements with customers, Other revenue includes revenue recognized from the construction, installation and commissioning of equipment, inclusive of natural gas delivered for the commissioning process, to transform customers’ facilities to operate utilizing natural gas or to allow customers to receive power or other outputs from our natural gas-fueled power generation facilities. Revenue from these development services is recognized over time as the Company transfers control of the asset to the customer or based on the quantity of natural gas consumed as part of commissioning the customer’s facilities until such time that the customer has declared such conversion services have been completed. If the customer is not able to obtain control over the asset under construction until such services are completed, revenue is recognized when the services are completed and the customer has control of the infrastructure. Such agreements may also include a significant financing component, and the Company recognizes revenue for the interest income component over the term of the financing as Other revenue. The timing of revenue recognition, billings and cash collections results in receivables, contract assets and contract liabilities. Receivables represent unconditional rights to consideration. Contract assets are comprised of the transaction price allocated to completed performance obligations that will be billed to customers in subsequent periods. Contract assets are recognized within Prepaid expenses and other current assets, net and Other non-current assets, net on the consolidated balance sheets. Contract liabilities consist of deferred revenue and are recognized within Other current liabilities on the consolidated balance sheets. Shipping and handling costs are not considered to be separate performance obligations. All such shipping and handling activities are performed prior to the customer obtaining control of the LNG or natural gas. The Company collects sales taxes from its customers based on sales of taxable products and remits such collections to the appropriate taxing authority. The Company has elected to present sales tax collections in the consolidated statements of operations and comprehensive income (loss) on a net basis and, accordingly, such taxes are excluded from reported revenues. The Company elected the practical expedient under which the Company does not adjust consideration for the effects of a significant financing component for those contracts where the Company expects at contract inception that the period between transferring goods to the customer and receiving payment from the customer will be one year or less. Ships Charter contracts, that have a lease term greater than one year, for the use of the FSRUs and LNG carriers are leases as the contracts convey the right to obtain substantially all of the economic benefits from the use of the asset and allow the customer to direct the use of that asset. At inception, the Company makes an assessment on whether the charter contract is an operating lease or a finance lease. Renewal periods and termination options are included in the lease term if the Company believes such options are reasonably certain to be exercised by the lessee. Generally, lease accounting commences when the asset is made available to the customer, however, where the contract contains specific customer acceptance testing conditions, the lease will not commence until the asset has successfully passed the acceptance test. The Company assesses leases for modifications when there is a change to the terms and conditions of the contract that results in a change in the scope or the consideration of the lease. For charter contracts that are determined to be finance leases accounted for as sales-type leases, the profit from the sale of the vessel is recognized upon lease commencement in Other revenue in the consolidated statements of operations and comprehensive income (loss). The lease payments for finance leases are segregated into principal and interest components similar to a loan. Interest income is recognized on an effective interest method over the lease term and included in Other revenue in the consolidated statements of operations and comprehensive income (loss). The principal component of the lease payment is reflected as a reduction to the net investment in the lease. Revenue related to operating and service agreements in connection with charter contracts accounted for as sales-type leases are recognized over the term of the charter as the service is provided within Vessel charter revenue in the consolidated statements of operations and comprehensive income (loss). Revenue includes lease payments under charters accounted for as operating leases and fees for repositioning vessels. Revenue generated from charters contracts is recorded over the term of the charter on a straight-line basis as service is provided and is included in Vessel charter revenue in the consolidated statements of operations and comprehensive income (loss). Lease payments include fixed payments (including in-substance fixed payments that are unavoidable) and variable payments based on a rate or index. For operating leases, the Company has elected the practical expedient to combine service revenue and operating lease income as the timing and pattern of transfer of the components are the same. Variable lease payments are recognized in the period in which the circumstances on which the variable lease payments are based become probable or occur. Repositioning fees are included in Vessel charter revenues and are recognized at the end of the charter when the fee becomes fixed. However, where there is a fixed amount specified in the charter, which is not dependent upon redelivery location, the fee is recognized evenly over the term of the charter. Costs directly associated with the execution of the lease or costs incurred after lease inception but prior to the commencement of the lease that directly relate to preparing the asset for the contract are capitalized and amortized in Vessel operating expenses in the consolidated statements of operations and comprehensive income (loss) over the lease term. The Company continues to be the accounting owner of vessels included in the Energos Formation Transaction (Note 5), and the Company accounts for third party charters of these vessels under the accounting policies for vessel leases described above. The third party charters of these vessels are operating leases, and revenue is recognized from these charters within Vessel charter revenue in the consolidated statements of operations and comprehensive income (loss). (q) Leases, as lessee The Company has entered into lease agreements for the use of LNG vessels, marine port space, office space, land and equipment. Right-of-use (“ROU”) assets recognized for these leases represent the Company’s right to use an underlying asset for the lease term, and the lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the lease term. Leases with terms of 12 months or less are excluded from ROU assets and lease liabilities on the balance sheet, and short-term lease payments are recognized on a straight-line basis over the lease term. Variable payments under short-term leases are recognized in the period in which the obligation that triggers the variable payment becomes probable. The Company, as lessee, has also elected the practical expedient not to separate lease and non-lease components for marine port space, office space, land and equipment leases. The Company separates the lease and non-lease components for vessel leases. The allocation of lease payments between lease and non-lease components has been determined based on the relative fair value of each component. The fair value of the lease component is estimated based on the estimated standalone price to lease a bareboat vessel. The fair value of the non-lease component is estimated based on the estimated standalone price of operating the respective vessel, inclusive of the costs of the crew and other operating costs. The Company has elected the land easement practical expedient, which allows the Company to continue to account for pre-existing land easements as intangible assets under the accounting policy that existed before adoption of ASC 842 Leases . (r) Share-based compensation The Company adopted the New Fortress Energy Inc. 2019 Omnibus Incentive Plan (the “Incentive Plan”), effective as of February 4, 2019. Under the Incentive Plan, the Company may issue options, share appreciation rights, restricted shares, restricted share units (“RSUs”), performance share units (“PSUs”) or other share-based awards to selected officers, employees, non-employee directors and select non-employees of NFE or its affiliates. The Company accounts for share-based compensation in accordance with ASC 718, Compensation and ASC 505, Equity , which require all share-based payments to employees and members of the board of directors to be recognized as expense in the consolidated financial statements based on their grant date fair values. The Company has elected not to estimate forfeitures of its share-based compensation awards but recognizes the reversal in compensation expense in the period in which the forfeiture occurs. The Company has granted PSUs to certain employees and non-employees. The PSUs contain a performance condition, and vesting is determined based on achievement of a performance metric in the year subsequent to the grant. Compensation expense is recognized on a straight-line basis over the service period based on the expected attainment of a performance metric. At each reporting period, the Company reassesses the probability of the achievement of the performance metric, and any increase or decrease in share-based compensation expense resulting from an adjustment in the number of shares expected to vest is treated as a cumulative catch-up in the period of adjustment. (s) Lessor expense recognition Vessel operating expenses are recognized when incurred. Vessel operating expenses include crewing, repairs and maintenance, insurance, stores, lube oils, communication expenses and third-party management fees. Initial direct costs include costs directly related to the negotiation and consummation of the lease are deferred and recognized in Vessel operating expenses over the lease term. Certain vessels included in the Energos Formation Transaction (Note 5) are chartered to third parties under operating leases. As the accounting owner of these vessels, the Company recognizes the cost of operating these vessels in Vessel operating expenses. (t) Transaction and integration costs Transaction and integration costs is comprised of costs related to business combinations and dispositions and include advisory, legal, accounting, valuation and other professional or consulting fees. This caption also includes gains or losses recognized in connection with business combinations, including the settlement of preexisting relationships between the Company and an acquired entity. Financing costs which are not deferred as part of the cost of the financing on the balance sheet including fees associated with debt modifications are recognized within this caption. (u) Contract termination charges and loss on mitigation sales The Company has long-term supply agreements to purchase LNG, and the Company may incur termination charges to the extent that the Company cancels such contractual arrangements. Further, if the Company is unable to take physical possession of a portion of the contracted quantity of LNG due to capacity limitations, the supplier will attempt to sell the undelivered quantity through a mitigation sale. The Company may incur a loss on a mitigation sale if the cargo is unable to be sold for a price greater than the contra |
Adoption of new and revised sta
Adoption of new and revised standards | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Adoption of new and revised standards | Adoption of new and revised standards (a) New standards, amendments and interpretations issued but not effective for the year beginning January 1, 2022: The Company has reviewed recently issued accounting pronouncements and concluded that such pronouncements are either not applicable to the Company or no material impact is expected in the consolidated financial statements as a result of future adoption. (b) New and amended standards adopted by the Company: In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ("ASU 2020-06"). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. ASU 2020-06 requires entities to provide expanded disclosures about the terms and features of convertible instruments and amends certain guidance in ASC 260 on the computation of EPS for convertible instruments and contracts on an entity’s own equity. ASU 2020-06 is effective for public companies for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption of all amendments in the same period permitted. The adoption of this guidance in the first quarter of 2022 did not have a material impact on the Company’s financial position, results of operations or cash flows. In December 2022, the FASB issued ASU 2022-06, Deferred of the Sunset Date of Topic 848, Reference Rate Reform , that defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities are no longer permitted to apply the contract modification and hedge accounting relief. This ASU was effective upon issuance, and the |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Hygo Merger On April 15, 2021, the Company completed the acquisition of all of the outstanding common and preferred shares representing all voting interests of Hygo Energy Transition Ltd. ("Hygo"), a 50-50 joint venture between Golar LNG Limited (“GLNG”) and Stonepeak Infrastructure Fund II Cayman (G) Ltd., a fund managed by Stonepeak Infrastructure Partners (“Stonepeak”), in exchange for 31,372,549 shares of NFE Class A common stock and $580,000 in cash (the "Hygo Merger"). The acquisition of Hygo expanded the Company’s footprint in South America with three gas-to-power projects in Brazil’s large and fast-growing market. The Company acquired included a 50% interest in Centrais Elétricas de Sergipe Participações S.A. (“CELSEPAR”); CELSEPAR owns 100% of the share capital of Centrais Elétricas de Sergipe S.A. (“CELSE”), the owner and operator of a 1.5GW power plant in Sergipe, Brazil (the "Sergipe Power Plant"). Assets acquired also included an operating FSRU terminal in Sergipe, Brazil (the "Sergipe Facility"), as well as a terminal and power plant under development in State of Pará, Brazil (the "Barcarena Facility" and "Barcarena Power Plant," respectively), and a terminal under development on the southern coast of Brazil (the "Santa Catarina Facility"). In addition, the Company also acquired two LNG carriers and the Nanook, a newbuild FSRU moored and in service at the Sergipe Facility. Based on the closing price of NFE’s common stock on April 15, 2021, the total value of consideration in the Hygo Merger was $1.98 billion, shown as follows: Consideration As of Cash consideration for Hygo Preferred Shares $ 180,000 Cash consideration for Hygo Common Shares 400,000 Total Cash Consideration $ 580,000 Merger consideration to be paid in shares of NFE Common Stock 1,400,784 Total Non-Cash Consideration 1,400,784 Total Consideration $ 1,980,784 The Company determined it was the accounting acquirer of Hygo, which was accounted for under the acquisition method of accounting for business combinations. The total purchase price of the transaction was allocated to identifiable assets acquired, liabilities assumed and non-controlling interests of Hygo based on their respective estimated fair values as of the closing date. The final adjusted fair values assigned to the assets acquired, liabilities assumed and non-controlling interests of Hygo as of the closing date were as follows: Hygo As of Assets Acquired Cash and cash equivalents $ 26,641 Restricted cash 48,183 Accounts receivable 5,126 Inventory 1,022 Other current assets 8,095 Assets under development 128,625 Property, plant and equipment, net 385,389 Equity method investments 823,521 Finance leases, net 601,000 Deferred tax assets, net 1,065 Other non-current assets 52,996 Total assets acquired: $ 2,081,663 Liabilities Assumed Current portion of long-term debt $ 38,712 Accounts payable 3,059 Accrued liabilities 39,149 Other current liabilities 13,495 Long-term debt 433,778 Deferred tax liabilities, net 273,682 Other non-current liabilities 21,520 Total liabilities assumed: 823,395 Non-controlling interest 38,306 Net assets acquired: 1,219,962 Goodwill $ 760,822 The fair value of Hygo’s non-controlling interest (“NCI”) as of April 15, 2021 was $38,306, including the fair value of the net assets of VIEs that Hygo has consolidated. These VIEs are SPVs (both defined below) for the sale and leaseback of certain vessels, and Hygo has no equity investment in these entities. The fair value of NCI was determined based on the valuation of the SPV’s external debt and the lease receivable asset associated with the sales leaseback transaction with Hygo’s subsidiary, using a discounted cash flow method. The fair value of receivables acquired from Hygo is $8,009, which approximates the gross contractual amount; no material amounts were expected to be uncollectible. Goodwill was calculated as the excess of the purchase price over the net assets acquired. Goodwill represents access to additional LNG and natural gas distribution systems and power markets, including workforce that will allow the Company to rapidly develop and deploy LNG to power solutions. While the goodwill is not deductible for local tax purposes, it is treated as an amortizable expense for the U.S. GILTI computation. The Company’s results of operations for the year ended December 31, 2022 include Hygo’s result of operations for the entire period. Revenue and net loss attributable to Hygo during the period was $68,021 and $248,131, respectively, which excludes revenue generated from the acquired vessels after the Energos Formation Transaction on August 15, 2022. GMLP Merger On April 15, 2021, the Company completed the acquisition of all of the outstanding common units, representing all voting interests, of Golar LNG Partners LP ("GMLP") in exchange for $3.55 in cash per common unit and for each of the outstanding membership interest of GMLP’s general partner (the "GMLP Merger, and collectively with the Hygo Merger, the "Mergers"). In conjunction with the closing of the GMLP Merger, NFE simultaneously extinguished a portion of GMLP’s debt for total consideration of $1.15 billion. As a result of the GMLP Merger, the Company acquired a fleet of six FSRUs and four LNG carriers, which are expected to help support the Company's existing facilities and international business development pipeline. Acquired FSRUs are operating in Brazil, Indonesia and Jordan under time charters, and uncontracted vessels are available for short term employment in the spot market. assets acquired also included an interest in a floating natural gas liquefaction vessel (“FLNG”), the Hilli Episeyo (the "Hilli"). The consideration paid by the Company in the GMLP Merger was as follows: Consideration As of GMLP Common Units ($3.55 per unit x 69,301,636 units) $ 246,021 GMLP General Partner Interest ($3.55 per unit x 1,436,391 units) 5,099 Partnership Phantom Units ($3.55 per unit x 58,960 units) 209 Cash Consideration $ 251,329 GMLP debt repaid in acquisition 899,792 Total Cash Consideration 1,151,121 Cash settlement of preexisting relationship (3,978) Total Consideration $ 1,147,143 The Company determined it is the accounting acquirer of GMLP, which was accounted for under the acquisition method of accounting for business combinations. The total purchase price of the transaction was allocated to identifiable assets acquired, liabilities assumed and non-controlling interests of GMLP based on their respective estimated fair values as of the closing date. The final adjusted fair values assigned to the assets acquired, liabilities assumed and non-controlling interests of GMLP as of the closing date were as follows: GMLP As of Assets Acquired Cash and cash equivalents $ 41,461 Restricted cash 24,816 Accounts receivable 3,195 Inventory 2,151 Other current assets 2,789 Equity method investments 355,500 Property, plant and equipment, net 1,063,215 Intangible assets, net 106,500 Deferred tax assets, net 963 Other non-current assets 4,400 Total assets acquired: $ 1,604,990 Liabilities Assumed Current portion of long-term debt $ 158,073 Accounts payable 3,019 Accrued liabilities 17,226 Other current liabilities 73,774 Deferred tax liabilities, net 14,907 Other non-current liabilities 10,630 Total liabilities assumed: 277,629 Non-controlling interest 196,156 Net assets to be acquired: 1,131,205 Goodwill $ 15,938 The fair value of GMLP’s NCI as of April 15, 2021 was $196,156, which represents the fair value of other investors’ interest in the Mazo , GMLP’s preferred units which were not acquired by the Company and the fair value of net assets of an SPV formed for the purpose of a sale and leaseback of the Eskimo . The fair value of GMLP’s preferred units and the valuation of the SPV’s external debt and the lease receivable asset associated with the sale leaseback transaction have been estimated using a discounted cash flow method. The fair value of receivables acquired from GMLP is $4,797, which approximates the gross contractual amount; no material amounts were expected to be uncollectible. The Company acquired favorable and unfavorable leases for the use of GMLP’s vessels. The fair value of the favorable contracts was $106,500 and the fair value of the unfavorable contracts was $13,400. The total weighted average amortization period was approximately three years and the unfavorable contract liability had a weighted average amortization period of approximately one year. The Company and GMLP had an existing lease agreement prior to the GMLP Merger. As a result of the acquisition, the lease agreement and any associated receivable and payable balances were effectively settled. The lease agreement also included provisions that required a subsidiary of NFE to indemnify GMLP to the extent that GMLP incurred certain tax liabilities as a result of the lease. A loss of $3,978 related to settlement of this indemnification provision was recognized in Transaction and integration costs in the consolidated statements of operations and comprehensive income (loss) in the second quarter of 2021. The Company’s results of operations for the year ended December 31, 2022 include GMLP’s result of operations from the entire period. Revenue and net income attributable to GMLP during this period was $157,434 and $134,266, respectively, which excludes revenue generated from the acquired vessels after the Energos Formation Transaction on August 15, 2022. Acquisition costs associated with the Mergers of $33,907 for the year ended December 31, 2021 were included in Transaction and integration costs in the Company’s consolidated statements of operations and comprehensive income (loss). Unaudited pro forma financial information The following table summarizes the unaudited pro forma condensed financial information of the Company as if the Mergers had occurred on January 1, 2020. Year Ended December 31, 2021 2020 Revenue $ 1,429,361 $ 813,079 Net income (loss) 75,415 (339,909) Net income (loss) attributable to stockholders 62,059 (264,075) The unaudited pro forma financial information is based on historical results of operations as if the acquisitions had occurred on January 1, 2020, adjusted for transaction costs incurred, adjustments to depreciation expense associated with the recognition of the fair value of vessels acquired, additional amortization expense associated with the recognition of the fair value of favorable and unfavorable customer contracts for vessel charters, additional interest expense as a result of incurring new debt and extinguishing historical debt, elimination of a pre-existing lease relationship between the Company and GMLP, and a step-up of the equity method investments. Pro forma net income (loss) for the year ended December 31, 2020 includes non-recurring expenses associated with the Mergers of $37,885; such non-recurring expenses have been removed from the pro forma financial information for the year ended December 31, 2021. Transaction costs incurred and the elimination of a pre-existing lease relationship between the Company and GMLP are considered to be non-recurring. The unaudited pro forma financial information does not give effect to any synergies, operating efficiencies or cost savings that may result from the Mergers. Asset acquisitions On January 12, 2021, the Company acquired 100% of the outstanding shares of CH4 Energia Ltda. (“CH4”), an entity that owns key permits and authorizations to develop an LNG terminal and an up to 1.37GW gas-fired power plant at the Port of Suape in Brazil. The purchase consideration consisted of $903 of cash paid at closing in addition to potential future payments contingent on achieving certain construction milestones of up to approximately $3,600. As the contingent payments meet the definition of a derivative, the fair value of the contingent payments as of the acquisition date of $3,047 was included as part of the purchase consideration and was recognized in Other long-term liabilities on the consolidated balance sheets. The purchase of CH4 has been accounted for as an asset acquisition. As a result, no goodwill was recorded, and the Company’s acquisition-related costs of $295 were included in the purchase consideration. The total purchase consideration of $5,776, which included a deferred tax liability of $1,531 recognized as a result from the acquisition, was allocated to permits and authorizations acquired and was recorded within Intangible assets, net. On March 11, 2021, the Company acquired 100% of the outstanding shares of Pecém Energia S.A. (“Pecém”) and Energetica Camacari Muricy II S.A. (“Muricy”). These companies collectively hold grants to operate as an independent power provider and 15-year power purchase agreements for the development of thermoelectric power plants in the State of Bahia, Brazil. The purchase consideration consisted of $8,041 of cash paid at closing in addition to potential future payments contingent on achieving commercial operations of a gas-fired power plant of up to approximately $10.5 million. As the contingent payments meet the definition of a derivative, the fair value of the contingent payments as of the acquisition date of $7,473 was included as part of the purchase consideration and was recognized in Other long-term liabilities on the consolidated balance sheets. The selling shareholders may also receive future payments based on power generated by a power plant, subject to a maximum payment of approximately $4.6 million. The purchases of Pecém and Muricy were accounted for as asset acquisitions. As a result, no goodwill was recorded, and the Company’s acquisition-related costs of $1,275 were included in the purchase consideration. Of the total purchase |
Energos Formation Transaction
Energos Formation Transaction | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Energos Formation Transaction | Energos Formation Transaction On August 15, 2022, the Company and an affiliate of certain funds or investment vehicles managed by affiliates of Apollo Global Management, Inc., AP Neptune Holdings Ltd. ("Purchaser"), completed a sales and financing transaction resulting in cash proceeds of approximately $1.85 billion. This sales and financing transaction comprised (1) the formation of a limited liability company doing business as Energos Infrastructure ("Energos"), (2) the sale for cash of eight vessels, along with these vessels' owning and operating entities to the Purchaser, (3) the contribution of acquired vessel owning entities to Energos by the Purchaser and (4) the Company's contribution of three vessels, along with each vessels' owning and operating entities, to Energos in exchange for equity in Energos (the “Energos Formation Transaction”). As a result of the Energos Formation Transaction, the Company owns approximately a 20% equity interest in Energos, with the remaining interest owned by the Purchaser. The Company has accounted for the investment in Energos as an equity method investment; see Note 13 for further discussion of this investment. In connection with the Energos Formation Transaction, the Company entered into long-term time charter agreements for periods of up to 20 years in respect of ten of the eleven vessels, the terms of which will commence upon the expiration of each vessel's existing third-party charter. Vessels chartered to the Company at the time of closing were classified as finance leases. These charters prevent the recognition of a sale of these ten vessels to Energos, and as such, proceeds associated with these ten vessels have been treated as failed sale leasebacks. These vessels continue to be recognized on the Company's consolidated balance sheet as Property, plant and equipment, and the Company has recognized the proceeds received from this failed sale leaseback financing as debt ("Vessel Financing Obligation"). Certain vessels included in the Energos Formation Transaction are currently chartered to third parties under operating leases. The Company will begin to charter the vessels immediately should the third-party charter terminate, including in situations where the third-party charter is terminated early. As the Company has not recognized the sale of these vessels and proceeds received from the Energos Formation Transaction are collateralized by the cash flows from long-term and third party time charters, revenue generated from these operating leases continues to be recognized as Vessel charter revenue; costs of operating the vessels is included in Vessel operating expenses over the terms of the third-party charters. Cash flows from the third-party charters are debt service of the Vessel Financing Obligation, and the Company will recognize additional financing costs within Interest expense, net. The Company has not entered into a charter agreement to leaseback the Nanook , therefore, is accounted for as a sale of the financial asset. The Nanook was previously accounted for as a finance lease; see Note 7 for discussion of derecognition of the finance lease upon the sale of this financial asset. A portion of proceeds received were utilized to extinguish certain debt, including the Vessel Term Loan (defined below) and the termination of lessor VIE arrangements (discussed in Note 6 below). Upon repayment, the Company recognized a loss on extinguishment of debt of $14,449; see Notes 6 and 20 below for further detail. As a result of the Mergers, the Company acquired investments in CELSEPAR and Hilli LLC, representing a 50% ownership interest in both entities, and both investments have been recognized as equity method investments. As part of the Energos Formation Transaction, the Company contributed certain vessels to Energos in exchange for an equity interest, and this equity interest has been accounted for under the equity method. The Company has a 20% ownership interest in Energos. The investment in CELSEPAR was reflected in the Terminals and Infrastructure segment; the investments in Hilli LLC and Energos are reflected in the Ships segment. Changes in the balance of the Company’s equity method investments is as follows: December 31, 2022 December 31, 2021 Equity method investments as of beginning of period $ 1,182,013 $ — Acquisition of equity method investments in the Mergers — 1,179,021 Capital contributions 133,314 — Dividends (29,372) (21,364) Equity in earnings of investees 15,546 14,443 Other-than-temporary impairment (487,765) — Sergipe Sale (500,076) — Foreign currency translation adjustment 78,646 9,913 Equity method investments as of end of period $ 392,306 $ 1,182,013 Capital contributions primarily consisted of $129,518 of contribution of assets to Energos in conjunction with the Energos Formation Transaction (Note 5). The carrying amount of equity method investments as of December 31, 2022 and 2021 is as follows: December 31, 2022 December 31, 2021 Hilli LLC $ 260,000 $ 366,504 CELSEPAR — 815,509 Energos 132,306 — Total $ 392,306 $ 1,182,013 As of December 31, 2022 and 2021, the carrying value of the Company’s equity method investments exceeded its proportionate share of the underlying net assets of its investees by $16,976 and $792,995, respectively, and the basis difference attributable to amortizable net assets is amortized to (Loss) income from equity method investments over the remaining estimated useful lives of the underlying assets. CELSEPAR CELSEPAR was jointly owned and operated with Ebrasil Energia Ltda. (“Ebrasil”), an affiliate of Eletricidade do Brasil S.A., and the Company accounted for this 50% investment using the equity method. On May 31, 2022, an indirect subsidiary of NFE and certain Ebrasil sellers as owners of CELSEPAR (the “Sergipe Sellers”), Eneva S.A., as purchaser ("Eneva") and Eletricidade do Brasil S.A. -- Ebrasil, entered into a Share Purchase Agreement pursuant to which Eneva agreed to acquire all of the outstanding shares of (a) CELSEPAR and (b) Centrais Elétricas Barra dos Coqueiros S.A. ("CEBARRA"), which owns 1.7 GW of expansion rights adjacent to the Sergipe Power Plant, for a purchase price of R$6.1 billion in cash (the “Sergipe Sale”). The purchase price payable by Eneva accrued interest at a rate of CDI +1% from December 31, 2021 until the date of the closing (CDI at closing used for interest calculation purposes) and was subject to certain customary adjustments, including for the amount of any (a) distributions or payments to or for the benefit of Sergipe Sellers and their affiliates and liabilities incurred or assumed for the benefit of Sergipe Sellers or their affiliates, and (b) certain fees and expenses incurred by CELSEPAR and CEBARRA in connection with the Sergipe Sale. The Sergipe Sale was completed on October 3, 2022, and Eneva paid the Sergipe Sellers R$6.8 billion (approximately $1.3 billion using the exchange rate as of the closing date), prior to the settlement of debt, settlement of other contractual liabilities and payment of transaction costs and consent fees at closing. The Company also entered into a foreign currency forward to mitigate foreign currency risk to the expected proceeds from the transaction, and this foreign currency forward settled at the time of the Sergipe Sale resulting in a gain of $20,394, recognized in Other (income) expense, net in the consolidated statements of operations and comprehensive income (loss). As a result of the announcement of the Sergipe Sale, the Company has recognized an other than temporary impairment ("OTTI") of the investment in CELSEPAR totaling $369,207 for the year ended December 31, 2022, and this loss was recognized in (Loss) income from equity method investments in the consolidated statements of operations and comprehensive income (loss). Nonrecurring, Level 2 inputs were used to estimate the fair value of the investment for the purpose of recognizing the OTTI. Hilli LLC The Company acquired 50% of the common units of Hilli LLC (“Hilli Common Units”) as part of the GMLP Merger. Hilli LLC owns Golar Hilli Corporation (“Hilli Corp”), the disponent owner of the Hilli . The Hilli is currently operating under an 8-year liquefaction tolling agreement (“LTA”) with Perenco Cameroon S.A. and Société Nationale des Hydrocarbures. The ownership interests in Hilli LLC are represented by three classes of units, Hilli Common Units, Series A Special Units and Series B Special Units. The Company did not acquire any of the Series A Special Units or Series B Special Units. The Company determined that Hilli LLC is a VIE, and the Company is not the primary beneficiary of Hilli LLC. Thus, Hilli LLC has not been consolidated into the financial statements. The Hilli Common Units provide the Company with significant influence over Hilli LLC and the investment in Hilli Common Units has been recognized as an equity method investment. Within 60 days after the end of each quarter, GLNG, the managing member of Hilli LLC, determines the amount of Hilli LLC’s available cash and appropriate reserves, and Hilli LLC makes a distribution to the unitholders of Hilli LLC of the available cash, subject to such reserves. Hilli LLC makes distributions when declared by GLNG, provided that no distributions may be made on the Hilli Common Units unless current and accumulated Series A Distributions and Series B Distributions have been paid. The Company is required to reimburse other investors in Hilli LLC or may receive reimbursements from other investors in Hilli LLC for 50% of the amount, if any, by which certain operating expenses and withholding taxes of Hilli LLC are above or below an annual threshold. During the year ended December 31, 2022, distributions made by Hilli LLC included $2,000 of operating expense reimbursements. Hilli Corp is a party to a Memorandum of Agreement, dated September 9, 2015, with Fortune Lianjiang Shipping S.A., a subsidiary of China State Shipbuilding Corporation (“Fortune”), pursuant to which Hilli Corp has sold to and leased back from Fortune the Hilli under a 10-year bareboat charter agreement (the “Hilli Leaseback”). The Hilli Leaseback provided post construction financing for the Hilli in the amount of $960 million. Under the Hilli Leaseback, Hilli Corp will pay to Fortune forty consecutive equal quarterly repayments of 1.375% of the construction cost, plus interest based on LIBOR plus a margin of 4.15%. As of December 31, 2022 the maximum exposure as a result of the Company’s ownership in the Hilli LLC is the carrying value of the equity method investment and the outstanding portion of the Hilli Leaseback which have been guaranteed by the Company. On February 6, 2023, the Company announced an agreement with GLNG for the sale of the Company's Hilli Common Units in exchange for the return of approximately $4.1 million NFE shares and $100 million in cash (the "Hilli Exchange"), and after the transaction, the Company will no longer have any ownership interest in the Hilli . The Hilli Exchange is expected to close in the first quarter of 2023 and is subject to customary closing conditions. Recent market prices of NFE shares and the terms of the Hilli Exchange implied that the fair value of the investment may be lower than the carrying value as of December 31, 2022, which triggered an assessment of the recoverability of the carrying amount of this investment. The Company estimated the fair value of the investment as of December 31, 2022 based on discounted cash flows using an income approach reflecting certain Level 3 inputs, reflecting a range of discount rates between 11.5% and 13.5%. The fair value of $260,558 was corroborated utilizing the terms of the Hilli Exchange linked to estimated market prices of NFE shares. The decreased fair value was primarily the result of increases in risk-free rates. The Company concluded that the estimated fair value was below the carrying value and that this decline was other than temporary. As a result of this recoverability assessment, the Company recognized an OTTI of the investment in Hilli of $118,558 for the year ended December 31, 2022; this loss was recognized in (Loss) income from equity method investments in the consolidated statements of operations and comprehensive income (loss) in the Terminals and Infrastructure segment. Energos |
VIEs
VIEs | 12 Months Ended |
Dec. 31, 2022 | |
VIEs [Abstract] | |
VIEs | VIEs Lessor VIEs The Company assumed sale leaseback arrangements for four vessels as part of the Mergers. To effectuate a financing, the vessel was sold to a single asset entity wholly owned by the lending bank (a special purpose vehicle or "SPV") and then leased back. While the Company did not hold an equity investment in these lending entities, these entities are VIEs, and the Company had a variable interest in these lending entities due to the guarantees and fixed price repurchase options that absorb the losses of the VIE that could potentially be significant to the entity. The Company had concluded that it had the power to direct the economic activities that most impact the economic performance as it controlled the significant decisions relating to the assets and it had the obligation to absorb losses or the right to receive the residual returns from the leased asset. Therefore, the Company consolidated these lending entities. As NFE had no equity interest in these VIEs, all equity attributable to the VIEs was included in non-controlling interest in the consolidated financial statements. Transactions between NFE's wholly-owned subsidiaries and the VIEs were eliminated in consolidation, including sale leaseback transactions. One of these sale leaseback arrangements was terminated in 2021; the remaining three sale leaseback arrangements were terminated as part of the Energos Formation Transaction in the third quarter of 2022, as discussed in Note 5. The Company is no longer party to any lessor VIE arrangements. Prior to the Energos Formation Transaction, the most significant impact of the lessor VIEs operations on the Company’s consolidated statement of operations and comprehensive income (loss) was an addition to interest expense of $6,348 for the year ended December 31, 2022. Upon termination of the sale leaseback financing arrangements in the third quarter of 2022, the Company recognized a loss on extinguishment of debt of $9,082 in the consolidated statements of operations and comprehensive income (loss). For the period subsequent to the completion of the Mergers in 2021, the most significant impact of the lessor VIEs operations on the Company’s statements of operations and comprehensive income (loss) was an addition to interest expense of $11,766 for the year ended December 31, 2021. The most significant impact of the lessor VIEs cash flows on the consolidated statements of cash flows is net cash used in financing activities of $400,622 and $236,916 for the years ended December 31, 2022 and 2021, respectively. In the second quarter of 2022, one of the lessor VIEs declared a dividend of $4,000, which was paid in the third quarter of 2022. The declared dividend is recognized as a change to non-controlling interest in the consolidated financial statements. |
Revenue recognition
Revenue recognition | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue recognition | Revenue recognition Operating revenue includes revenue from sales of LNG and natural gas as well as outputs from the Company’s natural gas-fueled power generation facilities, including power and steam, and the sale of LNG cargos. Included in operating revenue are LNG cargo sales to customers of $1,175,866 and $462,695 for the years ended December 31, 2022 and 2021, respectively; there were no comparable transactions for the year ended December 31, 2020. Other revenue includes revenue for development services as well as interest income from the Company’s finance leases. The table below summarizes the balances in Other revenue: Year Ended December 31, 2022 2021 2020 Development services revenue $ — $ 125,924 $ 129,753 Interest income and other revenue 32,469 35,261 3,586 Total other revenue $ 32,469 $ 161,185 $ 133,339 Under most customer contracts, invoicing occurs once the Company’s performance obligations have been satisfied, at which point payment is unconditional. As of December 31, 2022 and 2021, receivables related to revenue from contracts with customers totaled $280,382 and $192,533, respectively, and were included in Receivables, net on the consolidated balance sheets, net of current expected credit losses of $884 and $164, respectively. Other items included in Receivables, net not related to revenue from contracts with customers represent leases which are accounted for outside the scope of ASC 606 and receivables associated with reimbursable costs. The Company has recognized contract liabilities, comprised of unconditional payments due or paid under the contracts with customers prior to the Company’s satisfaction of the related performance obligations. The performance obligations are expected to be satisfied during the next 12 months, and the contract liabilities are classified within Other current liabilities on the consolidated balance sheets. Contract assets are comprised of the transaction price allocated to completed performance obligations that will be billed to customers in subsequent periods. The contract liabilities and contract assets balances as of December 31, 2022 and 2021 are detailed below: December 31, 2022 December 31, 2021 Contract assets, net - current $ 8,083 $ 7,462 Contract assets, net - non-current 28,651 36,757 Total contract assets, net $ 36,734 $ 44,219 Contract liabilities $ 12,748 $ 2,951 Revenue recognized in the year from: Amounts included in contract liabilities at the beginning of the year $ 2,951 $ 8,028 Contract assets are presented net of expected credit losses of $401 and $442 as of December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, contract assets was comprised of $36,483 and $43,839 of unbilled receivables, respectively, that represent unconditional rights to payment only subject to the passage of time, and the reduction to contract assets in 2022 was primarily due to the invoicing of unbilled receivables. The Company has recognized costs to fulfill a contract with a significant customer, which primarily consist of expenses required to enhance resources to deliver under the agreement with the customer; these costs will be recognized on a straight-line basis over the expected term of the agreement. As of December 31, 2022, the Company has capitalized $10,377, of which $604 of these costs is presented within Other current assets and $9,773 is presented within Other non-current assets on the consolidated balance sheets. As of December 31, 2021, the Company had capitalized $10,981, of which $604 of these costs was presented within Other current assets and $10,377 was presented within Other non-current assets on the consolidated balance sheets. Transaction price allocated to remaining performance obligations Some of the Company’s contracts are short-term in nature with a contract term of less than a year. The Company applied the optional exemption not to report any unfulfilled performance obligations related to these contracts. The Company has arrangements in which LNG, natural gas or outputs from the Company’s power generation facilities are sold on a “take-or-pay” basis whereby the customer is obligated to pay for the minimum guaranteed volumes even if it does not take delivery. The price under these agreements is typically based on a market index plus a fixed margin. The fixed transaction price allocated to the remaining performance obligations under these arrangements represents the fixed margin multiplied by the outstanding minimum guaranteed volumes. The Company expects to recognize this revenue over the following time periods. The pattern of recognition reflects the minimum guaranteed volumes in each period: Period Revenue 2023 $ 262,290 2024 506,864 2025 503,038 2026 500,821 2027 497,498 Thereafter 7,872,779 Total $ 10,143,290 For all other sales contracts that have a term exceeding one year, the Company has elected the practical expedient in ASC 606 under which the Company does not disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. For these excluded contracts, the sources of variability are (a) the market index prices of natural gas used to price the contracts, and (b) the variation in volumes that may be delivered to the customer. Both sources of variability are expected to be resolved at or shortly before delivery of each unit of LNG, natural gas, power or steam. As each unit of LNG, natural gas, power or steam represents a separate performance obligation, future volumes are wholly unsatisfied. Lessor arrangements Property, plant and equipment subject to vessel charters accounted for as operating leases is included within Vessels within "Note 15. Property, plant and equipment, net." Vessels included in the Energos Formation Transaction, including those vessels chartered to customers, continue to be recognized on the consolidated balance sheet, and as such, the carrying amount of these vessels that are leased to customers under operating leases is as follows: December 31, December 31, Property, plant and equipment $ 1,292,957 $ 1,274,234 Accumulated depreciation (80,233) (31,849) Property, plant and equipment, net $ 1,212,724 $ 1,242,385 The components of lease income from vessel operating leases for the years ended December 31, 2022 and 2021 are shown below. As the Company has not recognized the sale of ten of the eleven vessels included in the Energos Formation Transaction, the operating lease income below includes revenue of $135,899 from third-party charters of vessels included in the Energos Formation Transaction which was recognized after the completion of the Energos Formation Transaction. December 31, December 31, Operating lease income $ 328,366 $ 214,193 Variable lease income 22,940 11,067 Total operating lease income $ 351,306 $ 225,260 The Company’s charter of the Nanook to CELSE and certain equipment leases provided in connection with the supply of natural gas or LNG are accounted for as finance leases. The Company recognized the sale of the net investment in the finance lease of the Nanook as part of the Energos Formation Transaction. Proceeds of 593,000 were allocated to the sale of this financial asset, and upon derecognition of the finance lease, a loss of 14,598 was recognized as Other (income) expense, net in the consolidated statements of operations and comprehensive income (loss). Prior to the completion of the Energos Formation Transaction, the Company recognized interest income of $28,643 and $32,880 for the years ended December 31, 2022 and 2021, respectively, related to the finance lease of the Nanook, which is included within Other revenue in the consolidated statements of operations and comprehensive income (loss). Prior to the completion of the Energos Formation Transaction, the Company recognized revenue of $5,852 and $5,549 for the years ended December 31, 2022 and 2021, respectively, related to the operation and services agreement and variable charter revenue within Vessel charter revenue in the consolidated statements of operations and comprehensive income (loss). As of December 31, 2021, there were outstanding balances due from CELSE of $6,428 of which $4,371 was recognized in Receivables, net and a loan to CELSE of $2,057 was recognized in Prepaid expenses and other current assets, net on the consolidated balance sheets. CELSE was an affiliate due to the equity method investment held in CELSE’s parent, CELSEPAR, and as such, these transactions and balances were related party in nature. Subsequent to the Energos Formation Transaction, there were no outstanding balance due from CELSE. Subsequent to the Energos Formation Transaction, all cash receipts on vessel charters, including the finance lease of the Nanook |
Leases, as lessee
Leases, as lessee | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases, as lessee | Leases, as lessee The Company has operating leases primarily for the use of LNG vessels, marine port space, office space, land and equipment under non-cancellable lease agreements. The Company’s leases may include multiple optional renewal periods that are exercisable solely at the Company’s discretion. Renewal periods are included in the lease term when the Company is reasonably certain that the renewal options would be exercised, and the associated lease payments for such periods are reflected in the ROU asset and lease liability. The Company’s leases include fixed lease payments which may include escalation terms based on a fixed percentage or may vary based on an inflation index or other market adjustments. Escalations based on changes in inflation indices and market adjustments and other lease costs that vary based on the use of the underlying asset are not included as lease payments in the calculation of the lease liability or ROU asset; such payments are included in variable lease cost when the obligation that triggers the variable payment becomes probable. Variable lease cost includes contingent rent payments for office space based on the percentage occupied by the Company in addition to common area charges and other charges that are variable in nature. The Company also has a component of lease payments that are variable related to the LNG vessels, in which the Company may receive credits based on the performance of the LNG vessels during the period. As of December 31, 2022 and 2021, right-of-use assets, current lease liabilities and non-current lease liabilities consisted of the following: December 31, December 31, Operating right-of-use assets $ 355,883 $ 285,751 Finance right-of-use assets (1) 21,994 23,912 Total right-of-use assets $ 377,877 $ 309,663 Current lease liabilities: Operating lease liabilities $ 44,371 $ 43,395 Finance lease liabilities 4,370 3,719 Total current lease liabilities $ 48,741 $ 47,114 Non-current lease liabilities: Operating lease liabilities $ 290,899 $ 219,189 Finance lease liabilities 11,222 14,871 Total non-current lease liabilities $ 302,121 $ 234,060 (1) Finance lease right-of-use assets are recorded net of accumulated amortization of $2,134 and $622 as of December 31, 2022 and 2021, respectively. For the years ended December 31, 2022 and 2021, the Company’s operating lease cost recorded within the consolidated statements of operations and comprehensive income (loss) were as follows: Year Ended December 31, 2022 2021 Fixed lease cost $ 75,771 $ 41,054 Variable lease cost 2,203 1,711 Short-term lease cost 20,129 6,974 Lease cost - Cost of sales $ 87,610 $ 41,147 Lease cost - Operations and maintenance 3,681 2,343 Lease cost - Selling, general and administrative 6,812 6,249 For the years ended December 31, 2022 and 2021, the Company has capitalized $20,403 and $15,568 of lease costs, respectively. Capitalized costs include vessels and port space used during the commissioning of development projects in addition to short-term lease costs for vessels chartered by the Company to transport inventory from a supplier’s facilities to the Company’s storage locations which are capitalized to inventory. Beginning in the second quarter of 2021, leases for ISO tanks and a parcel of land that transfer the ownership in underlying assets to the Company at the end of the lease have commenced, and these leases are treated as finance leases. For the years ended December 31, 2022 and 2021, the Company’s finance interest expense and amortization recorded in Interest expense and Depreciation and amortization, respectively, within the consolidated statements of operations and comprehensive income (loss) were as follows: Year Ended December 31, 2022 2021 Interest expense related to finance leases $ 852 $ 409 Amortization of right-of-use asset related to finance leases 1,512 622 Cash paid for operating leases is reported in operating activities in the consolidated statements of cash flows. Supplemental cash flow information related to leases was as follows for the years ended December 30, 2022 and 2021: Year Ended December 31, 2022 2021 Operating cash outflows for operating lease liabilities $ 96,698 $ 46,066 Financing cash outflows for finance lease liabilities 3,697 2,156 Right-of-use assets obtained in exchange for new operating lease liabilities 135,075 172,996 Right-of-use assets obtained in exchange for new finance lease liabilities — 24,533 The future payments due under operating and finance leases as of December 31, 2022 are as follows: Operating Leases Financing Leases 2023 $ 69,305 $ 5,064 2024 67,414 4,380 2025 58,957 4,380 2026 50,978 2,625 2027 50,503 89 Thereafter 182,451 941 Total Lease Payments $ 479,608 $ 17,479 Less: effects of discounting 144,338 1,887 Present value of lease liabilities $ 335,270 $ 15,592 Current lease liability $ 44,371 $ 4,370 Non-current lease liability 290,899 11,222 As of December 31, 2022, the weighted-average remaining lease term for operating leases was 8.3 years and finance leases was 4.3 years. Because the Company generally does not have access to the rate implicit in the lease, the incremental borrowing rate is utilized as the discount rate. The weighted average discount rate associated with operating leases as of December 31, 2022 and 2021 was 8.5% and 8.7%, respectively. The weighted average discount rate associated with finance leases as of December 31, 2022 and 2021 was 5.1%. |
Leases, as lessee | Leases, as lessee The Company has operating leases primarily for the use of LNG vessels, marine port space, office space, land and equipment under non-cancellable lease agreements. The Company’s leases may include multiple optional renewal periods that are exercisable solely at the Company’s discretion. Renewal periods are included in the lease term when the Company is reasonably certain that the renewal options would be exercised, and the associated lease payments for such periods are reflected in the ROU asset and lease liability. The Company’s leases include fixed lease payments which may include escalation terms based on a fixed percentage or may vary based on an inflation index or other market adjustments. Escalations based on changes in inflation indices and market adjustments and other lease costs that vary based on the use of the underlying asset are not included as lease payments in the calculation of the lease liability or ROU asset; such payments are included in variable lease cost when the obligation that triggers the variable payment becomes probable. Variable lease cost includes contingent rent payments for office space based on the percentage occupied by the Company in addition to common area charges and other charges that are variable in nature. The Company also has a component of lease payments that are variable related to the LNG vessels, in which the Company may receive credits based on the performance of the LNG vessels during the period. As of December 31, 2022 and 2021, right-of-use assets, current lease liabilities and non-current lease liabilities consisted of the following: December 31, December 31, Operating right-of-use assets $ 355,883 $ 285,751 Finance right-of-use assets (1) 21,994 23,912 Total right-of-use assets $ 377,877 $ 309,663 Current lease liabilities: Operating lease liabilities $ 44,371 $ 43,395 Finance lease liabilities 4,370 3,719 Total current lease liabilities $ 48,741 $ 47,114 Non-current lease liabilities: Operating lease liabilities $ 290,899 $ 219,189 Finance lease liabilities 11,222 14,871 Total non-current lease liabilities $ 302,121 $ 234,060 (1) Finance lease right-of-use assets are recorded net of accumulated amortization of $2,134 and $622 as of December 31, 2022 and 2021, respectively. For the years ended December 31, 2022 and 2021, the Company’s operating lease cost recorded within the consolidated statements of operations and comprehensive income (loss) were as follows: Year Ended December 31, 2022 2021 Fixed lease cost $ 75,771 $ 41,054 Variable lease cost 2,203 1,711 Short-term lease cost 20,129 6,974 Lease cost - Cost of sales $ 87,610 $ 41,147 Lease cost - Operations and maintenance 3,681 2,343 Lease cost - Selling, general and administrative 6,812 6,249 For the years ended December 31, 2022 and 2021, the Company has capitalized $20,403 and $15,568 of lease costs, respectively. Capitalized costs include vessels and port space used during the commissioning of development projects in addition to short-term lease costs for vessels chartered by the Company to transport inventory from a supplier’s facilities to the Company’s storage locations which are capitalized to inventory. Beginning in the second quarter of 2021, leases for ISO tanks and a parcel of land that transfer the ownership in underlying assets to the Company at the end of the lease have commenced, and these leases are treated as finance leases. For the years ended December 31, 2022 and 2021, the Company’s finance interest expense and amortization recorded in Interest expense and Depreciation and amortization, respectively, within the consolidated statements of operations and comprehensive income (loss) were as follows: Year Ended December 31, 2022 2021 Interest expense related to finance leases $ 852 $ 409 Amortization of right-of-use asset related to finance leases 1,512 622 Cash paid for operating leases is reported in operating activities in the consolidated statements of cash flows. Supplemental cash flow information related to leases was as follows for the years ended December 30, 2022 and 2021: Year Ended December 31, 2022 2021 Operating cash outflows for operating lease liabilities $ 96,698 $ 46,066 Financing cash outflows for finance lease liabilities 3,697 2,156 Right-of-use assets obtained in exchange for new operating lease liabilities 135,075 172,996 Right-of-use assets obtained in exchange for new finance lease liabilities — 24,533 The future payments due under operating and finance leases as of December 31, 2022 are as follows: Operating Leases Financing Leases 2023 $ 69,305 $ 5,064 2024 67,414 4,380 2025 58,957 4,380 2026 50,978 2,625 2027 50,503 89 Thereafter 182,451 941 Total Lease Payments $ 479,608 $ 17,479 Less: effects of discounting 144,338 1,887 Present value of lease liabilities $ 335,270 $ 15,592 Current lease liability $ 44,371 $ 4,370 Non-current lease liability 290,899 11,222 As of December 31, 2022, the weighted-average remaining lease term for operating leases was 8.3 years and finance leases was 4.3 years. Because the Company generally does not have access to the rate implicit in the lease, the incremental borrowing rate is utilized as the discount rate. The weighted average discount rate associated with operating leases as of December 31, 2022 and 2021 was 8.5% and 8.7%, respectively. The weighted average discount rate associated with finance leases as of December 31, 2022 and 2021 was 5.1%. |
Financial instruments
Financial instruments | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial instruments | Financial instruments Interest rate and currency risk management In connection with the Mergers, the Company acquired an interest rate swap to reduce the risk associated with fluctuations in interest rates by converting floating rate interest obligations to fixed rates, which from an economic perspective hedges the interest rate exposure. The Company does not hold or issue instruments for speculative purposes, and the counterparties to such contracts are major banking and financial institutions. Credit risk exists to the extent that the counterparties are unable to perform under the contracts; however, the Company does not anticipate non-performance by any counterparties. The following table summarizes the terms of interest rate swap as of December 31, 2022: Instrument Notional Amount Maturity Dates Fixed Interest Rate Interest rate swap: Receiving floating, pay fixed $ 323,250 March 2026 2.86% The mark-to-market gain or loss on the interest rate swap and other derivative instruments that are not intended to mitigate commodity risk are reported in Other (income) expense, net in the consolidated statements of operations and comprehensive income (loss). Commodity risk management During 2022, we began to enter into commodity swap transactions to manage our exposure to changes in market pricing of natural gas or LNG. Realized and unrealized gains and losses on these transactions have been recognized in Cost of sales in the consolidated statements of operations and comprehensive income (loss). • During the third quarter of 2022, the Company entered into a commodity swap transaction to swap market pricing exposure for a portion of January 2023 deliveries (approximately 1.5 TBtus) for a fixed price of $61.87 per MMBtu. The swap settled in December 2022, at a gain of $36,479. • During the third quarter of 2022, the Company entered into a commodity swap transaction to swap market pricing exposure for a portion of November 2022 deliveries (approximately 3.3 TBtus). The swap was settled in September 2022 at a gain of $20,996. • During the fourth quarter of 2022, the Company entered into a commodity swap transaction to swap market pricing exposure for approximately 6.8 TBtus for a fixed price of $40.55 per MMBtu. The swap will settle in 2023, and mark-to-market gains on this instrument have been recognized as a reduction to Cost of sales in the amount of $104,797. Fair value Fair value measurements and disclosures require the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize use of unobservable inputs. These inputs are prioritized as follows: • Level 1 – observable inputs such as quoted prices in active markets for identical assets or liabilities. • Level 2 – inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs. • Level 3 – unobservable inputs for which there is little or no market data and which require the Company to develop its own assumptions about how market participants price the asset or liability. The valuation techniques that may be used to measure fair value are as follows: • Market approach – uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. • Income approach – uses valuation techniques, such as the discounted cash flow technique, to convert future amounts to a single present amount based on current market expectations about those future amounts. • Cost approach – based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). The Company uses the market approach when valuing investment in equity securities which is recorded in Other non-current assets on the consolidated balances sheets as of December 31, 2022 and 2021. The Company uses the income approach when valuing the following financial instruments: • Interest rate swap is recorded within Other non-current assets, net on the consolidated balance sheets as of December 31, 2022 and was recorded within Other current liabilities as of December 31, 2021. • The assets associated with the commodity swap are recorded within Prepaid expenses and other current assets on the consolidated balance sheets as of December 31, 2022. No commodity swaps were outstanding as of December 31, 2021. • The contingent consideration derivative liability represents consideration due to the sellers in asset acquisitions when certain contingent events occur. The liability associated with these derivative liabilities is recorded within Other current liabilities and Other long-term liabilities on the consolidated balance sheets as of December 31, 2022 and 2021. The fair value of certain derivative instruments, including the interest rate swap and commodity swaps is estimated considering current interest rates, quoted closing and forward market prices and the creditworthiness of counterparties. The Company estimates fair value of the contingent consideration derivative liabilities using a discounted cash flows method with discount rates based on the average yield curve for bonds with similar credit ratings and matching terms to the discount periods as well as a probability of the contingent events occurring. The following table presents the Company’s financial assets and financial liabilities, including those that are measured at fair value, as of December 31, 2022 and 2021: Level 1 Level 2 Level 3 Total December 31, 2022 Assets Investment in equity securities $ 10,128 $ — $ 7,678 $ 17,806 Interest rate swap — 11,650 — 11,650 Commodity swap — 104,797 — 104,797 Liabilities Contingent consideration derivative liabilities $ — $ — $ 46,619 $ 46,619 December 31, 2021 Assets Investment in equity securities $ 11,195 $ — $ 7,678 $ 18,873 Liabilities Contingent consideration derivative liabilities $ — $ — $ 48,849 $ 48,849 Cross-currency interest rate swap — 2,167 — 2,167 Interest rate swap — 19,762 — 19,762 The Company believes the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximated their fair value as of December 31, 2022 and 2021 and are classified as Level 1 within the fair value hierarchy. The table below summarizes the fair value adjustment to the contingent consideration derivative liabilities measured at Level 3 in the fair value hierarchy. These adjustments have been recorded within Other (income) expense, net in the consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, 2022 2021 2020 Contingent consideration derivative liabilities - Fair value adjustment - loss (gain) $ 703 $ (341) $ 4,408 During the years ended December 31, 2022 and 2021, the Company had no financial instruments transfer in or out of Level 3 in the fair value hierarchy. Under the Company’s interest rate swap, the Company is required to provide cash collateral, and as of December 31, 2022, and 2021, $2,500 and $12,500, respectively, of cash collateral is presented as restricted cash on the consolidated balance sheets. The interest rate swap has a credit arrangement which requires the Company to provide cash collateral when the market value of the instrument falls below a specified threshold, up to $12,500 . |
Restricted cash
Restricted cash | 12 Months Ended |
Dec. 31, 2022 | |
Restricted Cash [Abstract] | |
Restricted cash | Restricted cash As of December 31, 2022 and 2021, restricted cash consisted of the following: December 31, December 31, Cash restricted under the terms of loan agreements $ 124,085 $ — Cash held by lessor VIEs — 35,651 Collateral for letters of credit and performance bonds 41,392 27,614 Collateral for interest rate swaps 2,500 12,500 Other restricted cash — 756 Total restricted cash $ 167,977 $ 76,521 Current restricted cash $ 165,396 $ 68,561 Non-current restricted cash (Note 17) 2,581 7,960 |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory As of December 31, 2022 and 2021, inventory consisted of the following: December 31, December 31, LNG and natural gas inventory $ 15,398 $ 16,815 Automotive diesel oil inventory 8,164 4,789 Bunker fuel, materials, supplies and other 15,508 15,578 Total inventory $ 39,070 $ 37,182 |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid expenses and other current assets | Prepaid expenses and other current assets As of December 31, 2022 and 2021, prepaid expenses and other current assets consisted of the following: December 31, December 31, Prepaid expenses $ 56,380 $ 19,951 Recoverable taxes 37,504 33,053 Commodity swap 104,797 — Due from affiliates 698 3,299 Other current assets 27,504 26,812 Total prepaid expenses and other current assets, net $ 226,883 $ 83,115 Prepaid expenses includes $34,882 of prepaid LNG inventory as of December 31, 2022; the Company did not have any prepaid LNG inventory as of December 31, 2021. Other current assets as of December 31, 2022 and 2021 primarily consists of deposits, as well as the current portion of contract assets (Note 7). |
Equity method investments
Equity method investments | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity method investments | Energos Formation Transaction On August 15, 2022, the Company and an affiliate of certain funds or investment vehicles managed by affiliates of Apollo Global Management, Inc., AP Neptune Holdings Ltd. ("Purchaser"), completed a sales and financing transaction resulting in cash proceeds of approximately $1.85 billion. This sales and financing transaction comprised (1) the formation of a limited liability company doing business as Energos Infrastructure ("Energos"), (2) the sale for cash of eight vessels, along with these vessels' owning and operating entities to the Purchaser, (3) the contribution of acquired vessel owning entities to Energos by the Purchaser and (4) the Company's contribution of three vessels, along with each vessels' owning and operating entities, to Energos in exchange for equity in Energos (the “Energos Formation Transaction”). As a result of the Energos Formation Transaction, the Company owns approximately a 20% equity interest in Energos, with the remaining interest owned by the Purchaser. The Company has accounted for the investment in Energos as an equity method investment; see Note 13 for further discussion of this investment. In connection with the Energos Formation Transaction, the Company entered into long-term time charter agreements for periods of up to 20 years in respect of ten of the eleven vessels, the terms of which will commence upon the expiration of each vessel's existing third-party charter. Vessels chartered to the Company at the time of closing were classified as finance leases. These charters prevent the recognition of a sale of these ten vessels to Energos, and as such, proceeds associated with these ten vessels have been treated as failed sale leasebacks. These vessels continue to be recognized on the Company's consolidated balance sheet as Property, plant and equipment, and the Company has recognized the proceeds received from this failed sale leaseback financing as debt ("Vessel Financing Obligation"). Certain vessels included in the Energos Formation Transaction are currently chartered to third parties under operating leases. The Company will begin to charter the vessels immediately should the third-party charter terminate, including in situations where the third-party charter is terminated early. As the Company has not recognized the sale of these vessels and proceeds received from the Energos Formation Transaction are collateralized by the cash flows from long-term and third party time charters, revenue generated from these operating leases continues to be recognized as Vessel charter revenue; costs of operating the vessels is included in Vessel operating expenses over the terms of the third-party charters. Cash flows from the third-party charters are debt service of the Vessel Financing Obligation, and the Company will recognize additional financing costs within Interest expense, net. The Company has not entered into a charter agreement to leaseback the Nanook , therefore, is accounted for as a sale of the financial asset. The Nanook was previously accounted for as a finance lease; see Note 7 for discussion of derecognition of the finance lease upon the sale of this financial asset. A portion of proceeds received were utilized to extinguish certain debt, including the Vessel Term Loan (defined below) and the termination of lessor VIE arrangements (discussed in Note 6 below). Upon repayment, the Company recognized a loss on extinguishment of debt of $14,449; see Notes 6 and 20 below for further detail. As a result of the Mergers, the Company acquired investments in CELSEPAR and Hilli LLC, representing a 50% ownership interest in both entities, and both investments have been recognized as equity method investments. As part of the Energos Formation Transaction, the Company contributed certain vessels to Energos in exchange for an equity interest, and this equity interest has been accounted for under the equity method. The Company has a 20% ownership interest in Energos. The investment in CELSEPAR was reflected in the Terminals and Infrastructure segment; the investments in Hilli LLC and Energos are reflected in the Ships segment. Changes in the balance of the Company’s equity method investments is as follows: December 31, 2022 December 31, 2021 Equity method investments as of beginning of period $ 1,182,013 $ — Acquisition of equity method investments in the Mergers — 1,179,021 Capital contributions 133,314 — Dividends (29,372) (21,364) Equity in earnings of investees 15,546 14,443 Other-than-temporary impairment (487,765) — Sergipe Sale (500,076) — Foreign currency translation adjustment 78,646 9,913 Equity method investments as of end of period $ 392,306 $ 1,182,013 Capital contributions primarily consisted of $129,518 of contribution of assets to Energos in conjunction with the Energos Formation Transaction (Note 5). The carrying amount of equity method investments as of December 31, 2022 and 2021 is as follows: December 31, 2022 December 31, 2021 Hilli LLC $ 260,000 $ 366,504 CELSEPAR — 815,509 Energos 132,306 — Total $ 392,306 $ 1,182,013 As of December 31, 2022 and 2021, the carrying value of the Company’s equity method investments exceeded its proportionate share of the underlying net assets of its investees by $16,976 and $792,995, respectively, and the basis difference attributable to amortizable net assets is amortized to (Loss) income from equity method investments over the remaining estimated useful lives of the underlying assets. CELSEPAR CELSEPAR was jointly owned and operated with Ebrasil Energia Ltda. (“Ebrasil”), an affiliate of Eletricidade do Brasil S.A., and the Company accounted for this 50% investment using the equity method. On May 31, 2022, an indirect subsidiary of NFE and certain Ebrasil sellers as owners of CELSEPAR (the “Sergipe Sellers”), Eneva S.A., as purchaser ("Eneva") and Eletricidade do Brasil S.A. -- Ebrasil, entered into a Share Purchase Agreement pursuant to which Eneva agreed to acquire all of the outstanding shares of (a) CELSEPAR and (b) Centrais Elétricas Barra dos Coqueiros S.A. ("CEBARRA"), which owns 1.7 GW of expansion rights adjacent to the Sergipe Power Plant, for a purchase price of R$6.1 billion in cash (the “Sergipe Sale”). The purchase price payable by Eneva accrued interest at a rate of CDI +1% from December 31, 2021 until the date of the closing (CDI at closing used for interest calculation purposes) and was subject to certain customary adjustments, including for the amount of any (a) distributions or payments to or for the benefit of Sergipe Sellers and their affiliates and liabilities incurred or assumed for the benefit of Sergipe Sellers or their affiliates, and (b) certain fees and expenses incurred by CELSEPAR and CEBARRA in connection with the Sergipe Sale. The Sergipe Sale was completed on October 3, 2022, and Eneva paid the Sergipe Sellers R$6.8 billion (approximately $1.3 billion using the exchange rate as of the closing date), prior to the settlement of debt, settlement of other contractual liabilities and payment of transaction costs and consent fees at closing. The Company also entered into a foreign currency forward to mitigate foreign currency risk to the expected proceeds from the transaction, and this foreign currency forward settled at the time of the Sergipe Sale resulting in a gain of $20,394, recognized in Other (income) expense, net in the consolidated statements of operations and comprehensive income (loss). As a result of the announcement of the Sergipe Sale, the Company has recognized an other than temporary impairment ("OTTI") of the investment in CELSEPAR totaling $369,207 for the year ended December 31, 2022, and this loss was recognized in (Loss) income from equity method investments in the consolidated statements of operations and comprehensive income (loss). Nonrecurring, Level 2 inputs were used to estimate the fair value of the investment for the purpose of recognizing the OTTI. Hilli LLC The Company acquired 50% of the common units of Hilli LLC (“Hilli Common Units”) as part of the GMLP Merger. Hilli LLC owns Golar Hilli Corporation (“Hilli Corp”), the disponent owner of the Hilli . The Hilli is currently operating under an 8-year liquefaction tolling agreement (“LTA”) with Perenco Cameroon S.A. and Société Nationale des Hydrocarbures. The ownership interests in Hilli LLC are represented by three classes of units, Hilli Common Units, Series A Special Units and Series B Special Units. The Company did not acquire any of the Series A Special Units or Series B Special Units. The Company determined that Hilli LLC is a VIE, and the Company is not the primary beneficiary of Hilli LLC. Thus, Hilli LLC has not been consolidated into the financial statements. The Hilli Common Units provide the Company with significant influence over Hilli LLC and the investment in Hilli Common Units has been recognized as an equity method investment. Within 60 days after the end of each quarter, GLNG, the managing member of Hilli LLC, determines the amount of Hilli LLC’s available cash and appropriate reserves, and Hilli LLC makes a distribution to the unitholders of Hilli LLC of the available cash, subject to such reserves. Hilli LLC makes distributions when declared by GLNG, provided that no distributions may be made on the Hilli Common Units unless current and accumulated Series A Distributions and Series B Distributions have been paid. The Company is required to reimburse other investors in Hilli LLC or may receive reimbursements from other investors in Hilli LLC for 50% of the amount, if any, by which certain operating expenses and withholding taxes of Hilli LLC are above or below an annual threshold. During the year ended December 31, 2022, distributions made by Hilli LLC included $2,000 of operating expense reimbursements. Hilli Corp is a party to a Memorandum of Agreement, dated September 9, 2015, with Fortune Lianjiang Shipping S.A., a subsidiary of China State Shipbuilding Corporation (“Fortune”), pursuant to which Hilli Corp has sold to and leased back from Fortune the Hilli under a 10-year bareboat charter agreement (the “Hilli Leaseback”). The Hilli Leaseback provided post construction financing for the Hilli in the amount of $960 million. Under the Hilli Leaseback, Hilli Corp will pay to Fortune forty consecutive equal quarterly repayments of 1.375% of the construction cost, plus interest based on LIBOR plus a margin of 4.15%. As of December 31, 2022 the maximum exposure as a result of the Company’s ownership in the Hilli LLC is the carrying value of the equity method investment and the outstanding portion of the Hilli Leaseback which have been guaranteed by the Company. On February 6, 2023, the Company announced an agreement with GLNG for the sale of the Company's Hilli Common Units in exchange for the return of approximately $4.1 million NFE shares and $100 million in cash (the "Hilli Exchange"), and after the transaction, the Company will no longer have any ownership interest in the Hilli . The Hilli Exchange is expected to close in the first quarter of 2023 and is subject to customary closing conditions. Recent market prices of NFE shares and the terms of the Hilli Exchange implied that the fair value of the investment may be lower than the carrying value as of December 31, 2022, which triggered an assessment of the recoverability of the carrying amount of this investment. The Company estimated the fair value of the investment as of December 31, 2022 based on discounted cash flows using an income approach reflecting certain Level 3 inputs, reflecting a range of discount rates between 11.5% and 13.5%. The fair value of $260,558 was corroborated utilizing the terms of the Hilli Exchange linked to estimated market prices of NFE shares. The decreased fair value was primarily the result of increases in risk-free rates. The Company concluded that the estimated fair value was below the carrying value and that this decline was other than temporary. As a result of this recoverability assessment, the Company recognized an OTTI of the investment in Hilli of $118,558 for the year ended December 31, 2022; this loss was recognized in (Loss) income from equity method investments in the consolidated statements of operations and comprehensive income (loss) in the Terminals and Infrastructure segment. Energos |
Construction in progress
Construction in progress | 12 Months Ended |
Dec. 31, 2022 | |
Construction in progress [Abstract] | |
Construction in progress | Construction in progress The Company’s construction in progress activity during the years ended December 31, 2022 and 2021 is detailed below: December 31, December 31, Balance at beginning of period $ 1,043,883 $ 234,037 Acquisition of construction in progress from business combinations — 128,625 Additions 1,482,871 790,395 Asset impairment expense (50,659) — Impact of currency translation adjustment 5,580 (6,428) Transferred to property, plant and equipment, net or finance leases (63,067) (102,746) Balance at end of period $ 2,418,608 $ 1,043,883 Interest expense of $94,454, $30,093 and $25,924, inclusive of amortized debt issuance costs, was capitalized for the years ended December 31, 2022, 2021 and 2020, respectively. The Company has significant development activities in Latin America and for the Company's Fast LNG floating liquefaction solution, and the completion of such developments are subject to risks related to successful completion, including those related to government approvals, site identification, financing, construction permitting and contract compliance. The Company's development activities for the year ended December 31, 2022 were primarily focused on Fast LNG; additions to construction in progress in 2022 of $1,218,101 were to develop Fast LNG projects The assets of CEBARRA primarily consisted of construction in progress, and in conjunction with the Sergipe Sale, the assets of CEBARRA met the criteria to be presented as held for sale. These assets were measured at fair value, less costs to sell, upon classification to held for sale in the second quarter of 2022, and the Company recognized an impairment loss of $50,659 in Asset impairment expense |
Property, plant and equipment,
Property, plant and equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment, net | Property, plant and equipment, net As of December 31, 2022 and 2021, the Company’s property, plant and equipment, net consisted of the following: December 31, December 31, Vessels $ 1,518,839 $ 1,461,211 Terminal and power plant equipment 218,296 206,889 CHP facilities 123,897 122,777 Gas terminals 177,780 167,614 ISO containers and other equipment 134,324 134,775 LNG liquefaction facilities 63,316 63,213 Gas pipelines 65,985 58,987 Land 52,995 55,008 Leasehold improvements 9,377 9,377 Accumulated depreciation (248,082) (141,915) Total property, plant and equipment, net $ 2,116,727 $ 2,137,936 The book value of the vessels that were recognized due to the failed sale leaseback in the Energos Formation Transaction as of December 31, 2022 wa s $1,328,553. Depreciation for the years ended December 31, 2022, 2021 and 2020 totaled $104,823, $80,220 and $32,116, respectively, of which $954, $1,167 and $927, respectively, is included within Cost of sales in the consolidated statements of operations and comprehensive income (loss). |
Goodwill and intangible assets
Goodwill and intangible assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and intangible assets | Goodwill and intangible assets Goodwill The following table summarizes the changes in the carrying amount of goodwill in the Terminals and Infrastructure segment as of December 31, 2022 and 2021: December 31, December 31, Balance at beginning of period $ 760,135 $ — Acquired in the Mergers — 760,135 Adjustments 16,625 — Balance at end of period $ 776,760 $ 760,135 The Company performed its annual goodwill impairment test as of October 1, 2022 and 2021 and, in both periods, conducted a qualitative assessment. The Company concluded that the fair value of each reporting unit was greater than the carrying amount, and no goodwill impairment charges were recognized during the years ended December 31, 2022 and 2021. Intangible assets The following tables summarize the composition of intangible assets as of December 31, 2022 and 2021: December 31, 2022 Gross Carrying Accumulated Currency Translation Net Carrying Weighted Definite-lived intangible assets Favorable vessel charter contracts $ 106,500 $ (64,836) $ — $ 41,664 3 Permits and development rights 48,217 (4,115) (2,239) 41,863 38 Easements 1,556 (294) — 1,262 30 Indefinite-lived intangible assets Easements 1,191 — (83) 1,108 n/a Total intangible assets $ 157,464 $ (69,245) $ (2,322) $ 85,897 December 31, 2021 Gross Carrying Accumulated Currency Translation Net Carrying Weighted Definite-lived intangible assets Favorable vessel charter contracts $ 106,500 $ (27,074) $ — $ 79,426 3 Permits and development rights 48,217 (3,311) (119) 44,787 38 Acquired power purchase agreements 16,585 (750) 406 16,241 17 Easements 1,556 (243) — 1,313 30 Indefinite-lived intangible assets Easements 1,191 — (14) 1,177 n/a Total intangible assets $ 174,049 $ (31,378) $ 273 $ 142,944 Intangible assets associated with the acquired power purchase agreements have been classified as held for sale as of December 31, 2022; no impairment loss was recognized upon classification as held for sale (See Note 17). As of December 31, 2022 and 2021, the weighted-average remaining amortization periods for the intangible assets were 18.0 years and 14.7 years, respectively. Amortization expense for the years ended December 31, 2022 and 2021 totaled $37,162 and $18,609, respectively which were inclusive of reductions in expense for the amortization of unfavorable contract liabilities assumed in the Mergers. Amortization expense for the year ended December 31, 2020 totaled $1,120. The estimated aggregate amortization expense, inclusive of reductions in expense for the amortization of unfavorable contract liabilities assumed in the Mergers, for each of the next five years is: Year ended December 31: 2023 $ 25,146 2024 16,345 2025 3,528 2026 1,272 2027 1,272 Thereafter 37,226 Total $ 84,789 |
Other non-current assets, net
Other non-current assets, net | 12 Months Ended |
Dec. 31, 2022 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Other non-current assets, net | Other non-current assets, net As of December 31, 2022 and 2021, Other non-current assets consisted of the following: December 31, December 31, Assets held for sale $ 40,685 $ — Contract asset, net (Note 7) 28,651 36,757 Investments in equity securities 17,806 18,873 Cost to fulfill (Note 7) 9,773 10,377 Upfront payments to customers 9,158 9,748 Other 31,005 30,623 Total other non-current assets $ 137,078 $ 106,378 The Company recognized unrealized (losses) gains on its investments in equity securities of $(1,067), $8,254 and $(2,284) for the years ended December 31, 2022, 2021 and 2020, respectively, within Other (income) expense, net in the consolidated statements of operations and comprehensive income (loss). Investments in equity securities include investments without a readily determinable fair value of $7,678 as of December 31, 2022 a nd 2021. Upfront payments to customers consist of amounts the Company has paid in relation to two natural gas sales contracts with customers to construct fuel-delivery infrastructure that the customers will own. Other includes $2,581 of non-current restricted cash. Assets held for sale In the third quarter of 2022, NFE Brazil Holdings LLC ("Brazil Holdings"), a consolidated indirect subsidiary of NFE and indirect owner of Pecém and Muricy, and Centrais Elétricas de Pernambuco S.A. – EPESA (“EPESA”), entered into a Share Purchase Agreement pursuant to which Brazil Holdings agreed to sell 100% of the shares of Pecém and Muricy to EPESA, following an internal reorganization. The sale price includes an initial cash payment of approximately BRL 59 million (approximately $11 million using the exchange rate as of December 31, 2022 ), as well as additional consideration for the satisfaction of milestones. Consideration under this agreement also includes potential future earnout payments based on the revenue generated from the PPAs by EPESA.The sale of Pecém and Muricy is subject to regulatory approval as well as the customary terms and conditions and conditions precedent prior to closing. All assets and liabilities of Pecém and Muricy were classified as held for sale as of December 31, 2022 . The estimated fair value of these entities based on the consideration in the agreement was in excess of the carrying value, and no impairment loss was recognized upon classification as held for sale. The assets and liabilities held for sale have not been classified as a separate financial statement line item on the consolidated balance sheets and are presented as other non-current assets. Liabilities held for sale of $23,543 are presented as other long-term liabilities. Assets held for sale include a cash balance of $11,614, which has been included in the ending cash and cash equivalents on the condensed consolidated statement of cash flows. |
Accrued liabilities
Accrued liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued liabilities | Accrued liabilities As of December 31, 2022 and 2021, accrued liabilities consisted of the following: December 31, December 31, Accrued development costs $ 364,157 $ 101,177 Accrued interest 51,994 61,630 Accrued bonuses 37,739 27,591 Accrued vessel operating and drydocking expenses — 12,767 Accrued dividend 626,310 333 Other accrued expenses 82,212 40,527 Total accrued liabilities $ 1,162,412 $ 244,025 As of December 31, 2022, the balance presented as Other accrued expenses includes accruals of $45,511 for inventory purchases completed in the fourth quarter of 2022. |
Other current liabilities
Other current liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities, Current [Abstract] | |
Other current liabilities | Other current liabilities As of December 31, 2022 and 2021, Other current liabilities consisted of the following: December 31, December 31, Derivative liabilities $ 19,458 $ 40,092 Deferred revenue 12,748 28,662 Income tax payable 6,261 8,881 Due to affiliates 7,499 9,088 Other current liabilities 6,912 19,313 Total other current liabilities $ 52,878 $ 106,036 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of December 31, 2022 and 2021, debt consisted of the following: December 31, 2022 December 31, 2021 Senior Secured Notes, due September 2025 $ 1,243,351 $ 1,241,196 Senior Secured Notes, due September 2026 1,481,639 1,477,512 Vessel Financing Obligation, due August 2042 1,406,091 — South Power 2029 Bonds, due May 2029 216,177 96,820 Barcarena Term Loan, due February 2024 194,427 — Vessel Term Loan Facility, due September 2024 — 408,991 Debenture Loan, due September 2024 — 40,665 Revolving Facility — 200,000 Subtotal (excluding lessor VIE loans) 4,541,685 3,465,184 Nanook SPV facility, due September 2030 — 186,638 Penguin SPV facility, due December 2025 — 90,035 Celsius SPV facility, due September 2023/ May 2027 — 113,273 Total debt $ 4,541,685 $ 3,855,130 Current portion of long-term debt $ 64,820 $ 97,251 Long-term debt 4,476,865 3,757,879 Long-term debt is recorded at amortized cost on the consolidated balance sheets. The fair value of the Company's long-term debt is $4,327,311 and $3,910,425 as of December 31, 2022 and 2021 , respectively, and is classified as Level 2 within the fair value hierarchy. Our outstanding debt as of December 31, 2022 is repayable as follows: December 31, 2022 2023 $ 64,820 2024 269,817 2025 1,307,972 2026 1,565,068 2027 140,247 Thereafter 1,234,361 Total debt $ 4,582,285 Less: deferred finance charges (40,600) Total debt, net deferred finance charges $ 4,541,685 The Company's future payments for the Vessel Financing Obligation include the expected carrying value of vessels that will be derecognized at the end of the lease term. The future payments also include third-party charter payments that will be received by Energos and included as part of debt service. 2025 Notes In September 2020, the Company issued $1,000,000 of 6.75% senior secured notes in a private offering pursuant to Rule 144A under the Securities Act (the “2025 Notes”). Interest is payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2021; no principal payments are due until maturity on September 15, 2025. The Company may redeem the 2025 Notes, in whole or in part, at any time prior to maturity, subject to certain make-whole premiums. The 2025 Notes are guaranteed, jointly and severally, by certain of the Company’s subsidiaries, in addition to other collateral. The 2025 Notes may limit the Company’s ability to incur additional indebtedness or issue certain preferred shares, make certain payments, and sell or transfer certain assets subject to certain financial covenants and qualifications. The 2025 Notes also provide for customary events of default and prepayment provisions. The Company used a portion of the net cash proceeds received from the 2025 Notes, together with cash on hand, to repay in full the outstanding principal and interest under previously existing credit agreements and secured and unsecured bonds, including related premiums, costs and expenses. In December 2020, the Company issued $250,000 of additional notes on the same terms as the 2025 Notes in a private offering pursuant to Rule 144A under the Securities Act (subsequent to this issuance, these additional notes are included in the definition of 2025 Notes herein). As of December 31, 2022 and 2021, remaining unamortized deferred financing costs for the 2025 Notes were $6,649 and $8,804, respectively. 2026 Notes In April 2021, the Company issued $1,500,000 of 6.50% senior secured notes in a private offering pursuant to Rule 144A under the Securities Act (the “2026 Notes”) at an issue price equal to 100% of principal. Interest is payable semi-annually in arrears on March 31 and September 30 of each year, commencing on September 30, 2021; no principal payments are due until maturity on September 30, 2026. The Company may redeem the 2026 Notes, in whole or in part, at any time prior to maturity, subject to certain make-whole premiums. The 2026 Notes are guaranteed on a senior secured basis by each domestic subsidiary and foreign subsidiary that is a guarantor under the 2025 Notes, and the 2026 Notes are secured by substantially the same collateral as the first lien obligations under the 2025 Notes. The Company used the net proceeds from this offering to fund the cash consideration for the Mergers and pay related fees and expenses. In connection with the issuance of the 2026 Notes, the Company incurred $25,217 in origination, structuring and other fees, which was deferred as a reduction of the principal balance of the 2026 Notes on the consolidated balance sheets. As of December 31, 2022 and 2021, total remaining unamortized deferred financing costs for the 2026 Notes was $18,361 and $22,488, respectively. Vessel Financing Obligation In connection with the Energos Formation Transaction (see discussion in Note 5), the Company entered into long-term time charter agreements for certain vessels. Vessels chartered to the Company at the time of closing were classified as finance leases. Additionally, the Company's charter of certain other vessels will commence only upon the expiration of the vessel's existing third-party charters. These forward starting charters prevented the recognition of a sale of the vessels to Energos. As such, the Company accounted for the Energos Formation Transaction as a failed sale-leaseback and has recorded a financing obligation for consideration received from the Purchaser. The Company continues to be the owner for accounting purposes of vessels included in the Energos Formation Transaction (except the Nanook ), and as such, the Company will recognize revenue and operating expenses related to vessels under charter to third parties. Revenue recognized from these third-party charters form a portion of the debt service for the financing obligation; the effective interest rate on this financing obligation of approximately 15.9% includes the cash flows that Energos receives from these third-party charters . The lease terms for the charter agreements were for periods of up to 20 years. In connection with closing the Energos Formation Transaction, the Company incurred $10,010 in origination, structuring and other fees, of which $2,995 was allocated to the sale of the Nanook and recognized as Other (income), net in the consolidated statements of operations and comprehensive income (loss). Financing costs of $7,015 were allocated and deferred as a reduction of the principal balance of the financing obligation on the consolidated balance sheets. As of December 31, 2022 , the remaining unamortized deferred financing costs for the Vessel Financing Obligation was $6,866. South Power 2029 Bonds In August 2021, NFE South Power Holdings Limited (“South Power”), a wholly owned subsidiary of NFE, entered into a financing agreement (“CHP Facility”), initially receiving approximately $100,000. The CHP Facility was secured by a mortgage over the lease of the site on which the Company’s combined heat and power plant in Clarendon, Jamaica (“CHP Plant”) is located and related security. In January 2022, South Power and the counterparty to the CHP Facility agreed to rescind the CHP Facility and entered into an agreement for the issuance of secured bonds (“South Power 2029 Bonds”) and subsequently authorized the issuance of up to $285,000 in South Power 2029 Bonds. The South Power 2029 Bonds are secured by, amongst other things, the CHP Plant. Amounts outstanding at the time of the mutual rescission of the CHP Facility of $100,000 were credited towards the purchase price of the South Power 2029 Bonds. During the year ended December 31, 2022 , the Company issued $121,824, of South Power 2029 Bonds for a total amount outstanding of $221,824 as of December 31, 2022 . The South Power 2029 Bonds bear interest at an annual fixed rate of 6.50% and shall be repaid in quarterly installments beginning in August 2025 with the final repayment date in May 2029. Interest payments on outstanding principal balances are due quarterly. South Power is required to comply with certain financial covenants as well as customary affirmative and negative covenants. The South Power 2029 Bonds also provide for customary events of default, prepayment and cure provisions. The Company is in compliance with all covenants as of December 31, 2022. In conjunction with obtaining the CHP Facility, the Company incurred $3,243 in origination, structuring and other fees. The rescission of the CHP Facility and issuance of South Power 2029 Bonds was treated as a modification, and fees attributable to lenders that participated in the CHP Facility will be amortized over the life of the South Power 2029 Bonds; additional third-party fees associated with such lenders of $258 were recognized as expense in the first quarter of 2022. Additional fees for new lenders participating in the South Power 2029 Bonds were recognized as a reduction of the principal balance on the consolidated balance sheets. As of December 31, 2022 and December 31, 2021, the remaining unamortized deferred financing costs for the CHP Facility was $5,647 and $3,180, respectively. Barcarena Term Loan In the third quarter of 2022, certain of the Company's indirect subsidiaries entered into a financing agreement to borrow up to $200,000 due upon maturity in February 2024 (the “Barcarena Term Loan”); proceeds will be utilized to fund construction of the Barcarena Power Plant. As of December 31, 2022, the loan has been fully funded . Interest is due quarterly, and outstanding borrowings bear interest at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus 4.70%. Additionally, undrawn balances incur a commitment fee of 1.9%. The obligations under the Barcarena Term Loan are guaranteed by certain indirect Brazilian subsidiaries that are constructing the Barcarena Power Plant, and New Fortress Energy Inc. has provided a parent company guarantee. Collateral on the Barcarena Term Loan includes liens on shares of entities constructing the Barcarena Terminal and Barcarena Power Plant, liens on equipment and machinery owned by these entities, and rights to future operating cash flows and receivables under the Barcarena Power Plant's power purchase agreements. The Company is required to comply with customary affirmative and negative covenants, and the Barcarena Term Loan also provides for customary events of default, prepayment and cure provisions. The Company was in compliance with all covenants as of December 31, 2022. The Company incurred $4,011 of structuring and other fees, and such fees have been deferred as a reduction to the principal balance of the Barcarena Term Loan. As of December 31, 2022 , the remaining unamortized deferred financing costs for the Barcarena Term Loan was $3,077. Vessel Term Loan Facility In September 2021, Golar Partners Operating LLC, an indirect subsidiary of NFE, closed the Vessel Term Loan Facility. Under this facility, the Company borrowed an initial amount of $430,000. Loans under the Vessel Term Loan Facility had an interest rate of LIBOR plus a margin of 3%. The Vessel Term Loan Facility was repaid in quarterly installments of $15,357, with the final repayment date in September 2024. In connection with the closing of the Vessel Term Loan Facility, the Company incurred $6,324 in organization, structuring and other fees, which was deferred as a reduction of the principal balance of the Vessel Term Loan on the consolidated balance sheet. Obligations under the Vessel Term Loan Facility were guaranteed by GMLP and certain of GMLP’s subsidiaries. Lenders have been granted a security interest covering three floating storage and regasification vessels and four liquified natural gas carriers, and the issued and outstanding shares of capital stock of certain GMLP subsidiaries have been pledged as security. As of December 31, 2021, the aggregate net book value of the three floating storage and regasification vessels and four liquified natural gas carriers pledged as security was approximately $660,567. On August 3, 2022, the Company exercised the accordion feature under the Vessel Term Loan Facility, drawing $115,000, increasing the total principal outstanding to $498,929. Net proceeds of $113,850 were received, and origination and other fees of $1,150 were deferred as a reduction to the balance of the Vessel Term Loan Facility. As part of the Energos Formation Transaction, all amounts outstanding under the Vessel Term Loan Facility, including this additional principal draw, were repaid. Unamortized deferred financing costs of $5,367 were recognized as Loss on extinguishment of debt in the consolidated statements of operations and comprehensive income (loss). Debenture Loan As part of the Hygo Merger, the Company assumed non-convertible Brazilian debentures in the aggregate principal amount of BRL 255.6 million due September 2024 (the “Debenture Loan”) bearing interest at a rate equal to the one-day interbank deposit futures rate in Brazil plus 2.65%. The Debenture Loan was recognized at fair value of $44,566 on the date of the Hygo Merger, and the discount recognized in purchase accounting resulted in additional interest expense until maturity. Interest and principal was payable on the Debenture Loan semi-annually on September 13 and March 13. In the third quarter of 2022, the Company repaid the outstanding amount of the Debenture Loan of BRL 198.6 million ($39.2 million); unamortized adjustments to the fair value of the Debenture Loan recognized as a result of the Mergers of $548 was recognized as Loss on extinguishment of debt, net in the consolidated statement of operations and comprehensive income (loss). Revolving Facility In April 2021, the Company entered into a $200,000 senior secured revolving credit facility (the "Revolving Facility"). The proceeds of the Revolving Facility may be used for working capital and other general corporate purposes (including permitted acquisitions and other investments). In February and May 2022, the Revolving Facility was amended to increase the borrowing capacity by $115,000 and $125,000, respectively, for a total capacity under the Revolving Facility of $440,000. Letters of credit issued under the $100,000 letter of credit sub-facility may be used for general corporate purposes. The Revolving Facility will mature in 2026, with the potential for the Company to extend the maturity date once in a one-year increment. Borrowings under the Revolving Facility bear interest at a rate equal to SOFR plus 0.15% plus 2.50% if the usage under the Revolving Facility is equal to or less than 50% of the commitments under the Revolving Facility and SOFR plus 0.15% plus 2.75% if the usage under the Revolving Facility is in excess of 50% of the commitments under the Revolving Facility, subject in each case to a 0% SOFR floor. Borrowings under the Revolving Facility may be prepaid, at the option of the Company, at any time without premium. The obligations under the Revolving Facility are guaranteed by certain of the Company's subsidiaries. The Company is required to comply with covenants under the Revolving Facility and letter of credit facility, including requirements to maintain Debt to Capitalization Ratio of less than 0.7:1.0, and for quarters in which the Revolving Facility is greater than 50% drawn, the Debt to Annualized EBITDA Ratio must be less than 5.0:1.0 for fiscal quarters ending December 31, 2021 until September 30, 2023 and less than 4.0:1.0 for the fiscal quarter ended December 31, 2023 until maturity. The Company was in compliance with all covenants as of December 31, 2022. The Company incurred $5,398 in origination, structuring and other fees, associated with entry into the Revolving Facility, which includes additional fees incurred to expand the facility in 2022. These costs have been capitalized within Other non-current assets on the consolidated balance sheets. As of December 31, 2022 and December 31, 2021 , total remaining unamortized deferred financing costs for the Revolving Facility was $5,172 and $3,807 , respectively. VIE loans The Company assumed the following debt of entities that were consolidated as VIEs. The Company was the primary beneficiary of these VIEs, and therefore these loan facilities were presented as part of the consolidated financial statements until these arrangements were terminated in conjunction with the Energos Formation Transaction. Nanook SPV facility In September 2018, the Nanook was sold to a subsidiary of CCB Financial Leasing Corporation Limited, Compass Shipping 23 Corporation Limited, and subsequently leased back on a bareboat charter for a term of twelve years. The Company had options to repurchase the vessel throughout the charter term at fixed pre-determined amounts, commencing from the third anniversary of the commencement of the bareboat charter, with an obligation to repurchase the vessel at the end of the twelve-year lease period. The SPV, Compass Shipping 23 Corporation Limited, the owner of the Nanook , had a long-term loan facility due to its parent that was denominated in USD and bore interest at a fixed rate of 2.5%. Penguin SPV facility In December 2019, the Penguin was sold to a subsidiary of Oriental Shipping Company, Oriental Fleet LNG 02 Limited, and subsequently leased back on a bareboat charter for a term of six years. The Company had options to repurchase the vessel throughout the charter term at fixed pre-determined amounts, commencing from the first anniversary of the commencement of the bareboat charter, with an obligation to repurchase the vessel at the end of the six-year lease period. The SPV, Oriental Fleet LNG 02 Limited, the owner of the Penguin , had a long-term loan facility that was denominated in USD and bore interest at LIBOR plus a margin of 1.7%. Celsius SPV facility In March 2020, the Celsius was sold to a subsidiary of AVIC International Leasing Company Limited, Noble Celsius Shipping Limited, and subsequently leased back on a bareboat charter for a term of seven years. The Company had options to repurchase the vessel throughout the charter term at fixed predetermined amounts, commencing from the first anniversary of the commencement of the bareboat charter, with an obligation to repurchase the vessel at the end of the seven-year lease period. The SPV, Noble Celsius Shipping Limited, the owner of the Celsius , had two long-term loan facilities that were denominated in USD. The first facility was paid in quarterly installments over seven years that bore an interest rate of LIBOR plus a margin of 1.8%. The second facility with its parent bore a fixed interest rate of 4.0%. As part of the Energos Formation Transaction, the Company exercised its option to repurchase the Penguin , Celsius , and Nanook vessels for a total payment of $380,176. After exercising the repurchase options, the Company no longer had a controlling financial interest in these VIEs and deconsolidated the VIEs. The Company has recognized a loss of $9,082 from exiting this financing arrangements in Loss on extinguishment of debt, net in the consolidated statements of operations and comprehensive income (loss). Interest Expense Interest and related amortization of debt issuance costs, premiums and discounts recognized during major development and construction projects are capitalized and included in the cost of the project. Interest expense, net of amounts capitalized, recognized for the years ended December 31, 2022, 2021 and 2020 consisted of the following: Year Ended December 31, 2022 2021 2020 Interest per contractual rates $ 227,960 $ 175,420 $ 76,176 Interest expense on Vessel Financing Obligation 91,405 — — Amortization of debt issuance costs, premiums and discounts 11,098 8,588 15,471 Interest expense incurred on finance lease obligations 852 409 — Total interest costs $ 331,315 $ 184,417 $ 91,647 Capitalized interest 94,454 30,093 25,924 Total interest expense $ 236,861 $ 154,324 $ 65,723 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes The components of the Company’s income (loss) before income taxes for the years ended December 31, 2022, 2021 and 2020 were as follows: Year Ended December 31, 2022 2021 2020 United States $ 551,500 $ (283,363) $ (166,571) Foreign (490,153) 388,535 (92,577) Income (loss) before taxes $ 61,347 $ 105,172 $ (259,148) Income tax expense is comprised of the following for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, 2022 2021 2020 Current: Domestic $ 37,831 $ 311 $ — Foreign 118,266 20,975 2,063 Total current tax expense 156,097 21,286 2,063 Deferred: Domestic 5,794 — — Foreign (285,330) (8,825) 2,754 Total deferred tax (benefit) expenses (279,536) (8,825) 2,754 Total (benefit from) provision for income taxes $ (123,439) $ 12,461 $ 4,817 Effective Tax Rate A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2022 2021 2020 Income tax at the statutory rate 21.0 % 21.0 % 21.0 % Foreign tax rate differential (25.5) (33.8) 2.9 US taxation on foreign earnings 25.5 9.6 (2.9) Impact from foreign operations (10.7) 1.5 — Change in valuation allowance (22.9) 14.7 (14.1) Income attributable to non-controlling interest 1.3 0.8 (6.4) Effects of share based compensation (39.8) (8.5) — Withholding taxes 12.6 9.5 — Income tax credits (0.3) (2.4) — Sergipe Sale (165.4) — — Outside basis differences (3.2) 2.6 (0.5) Other 6.2 (3.2) (1.9) Effective income tax rate (201.2 %) 11.8 % (1.9 %) The Company has certain operations in jurisdictions that are not subject to income taxes. The effect of these earnings taxed at zero percent, as well as the impact of preferential tax rates are included in the foreign rate differential. The tax effect of each type of temporary difference and carryforward that give rise to a significant deferred tax asset or liability as of December 31, 2022 and 2021 are as follows: Year Ended December 31, 2022 2021 Deferred tax assets: Accrued interest $ 33,262 $ 26,408 IRC Section 163(j) interest carryforward 19,251 21,782 Federal and state net operating loss carryforward 2,900 19,061 Foreign net operating loss carryforward 100,614 43,735 Debt 300,834 — Lease liability 70,241 60,967 Goodwill 51,315 55,394 Other 17,141 26,547 Total deferred tax assets 595,558 253,894 Valuation allowance (130,649) (146,269) Deferred tax assets, net of valuation allowance 464,909 107,625 Deferred tax liabilities: Equity method investments — (252,224) Property and equipment (355,596) (47,205) Right-of-use assets (74,289) (62,403) Investments (2,687) — Commodity swap (22,421) — Deferred income (22,414) — Other (5,417) (9,307) Total deferred tax liabilities $ (482,824) $ (371,139) Net deferred tax liabilities $ (17,915) $ (263,514) As a result of the Sergipe Sale, the Deferred tax liability for equity method investments was eliminated. The Deferred tax asset related to debt and the increase in the property and equipment deferred tax liability are largely the result of the Energos Formation Transaction. As a result of the Mergers, the Company recognized net deferred tax liabilities of $269,856 that reflect the impact of the financial statement fair value adjustments, principally the increased value of equity method investments. The Company acquired tax attribute carryforwards including net operating losses in certain jurisdictions which were recorded and offset with a valuation allowance as a result of cumulative losses and the developmental status of the entities with the exception of net operating losses that are realizable as a result of taxable temporary differences related to an equity method investment. Tax Attributes United States As of December 31, 2022, NFE has approximately $13,447 of federal and $1,983 of state net operating loss carry forwards. The federal and state net operating losses are generally allowed to be carried forward indefinitely and can offset up to 80 percent of future taxable income. Under the provisions of Internal Revenue Code Section 382, certain substantial changes in the Company’s ownership may result in a limitation on the amount of U.S. net operating loss carryforwards that can be utilized annually to offset future taxable income and taxes payable. A portion of the Company’s net operating loss carryforwards are subject to an annual limitation of $5,431 under Section 382 of the Internal Revenue Code. Foreign Jurisdictions The Company’s foreign subsidiaries file income tax returns in certain foreign jurisdictions. As of December 31, 2022, the Company’s foreign subsidiaries have approximately $401,369 of net operating loss carry forwards, of which $75,999 will expire, if unused beginning in 2028, and the remaining are allowed to be carried forward indefinitely. Valuation Allowances The following table summarizes the changes in the Company’s valuation allowance on deferred tax assets for the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 Balance at the beginning of the period $ 146,269 $ 132,497 Change in valuation allowance (15,620) 13,772 Balance at the end of the period $ 130,649 $ 146,269 NFE recorded a valuation allowance against its US federal and state deferred tax assets to reduce the net carrying value to an amount that it believes is more likely than not to be realized. As of December 31, 2022, the Company concluded, based on the weight of all available positive and negative evidence, those deferred tax assets are not more likely than not to be realized and accordingly, a valuation allowance has been recorded on this deferred tax asset for the amount not supported by reversing taxable temporary differences. The Company recorded a valuation allowance against certain foreign deferred tax assets to reduce the net carrying value to an amount that it believes is more likely than not to be realized, generally based on cumulative losses in certain development stage jurisdictions. Uncertain Taxes The following table summarizes the changes in the Company’s unrecognized tax benefits for the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 Balance at the beginning of the period $ 12,474 $ — Assumed in the Mergers — 12,705 Recognized in the income tax provision — (231) Reduction as a result of Energos Formation Transaction (12,474) — Balance at the end of the period $ — $ 12,474 As of December 31, 2021, the liability for unrecognized tax benefits was included in Other non-current liabilities on the consolidated balance sheets. The Company accrued $1,371 of interest expense during 2021 and had total interest accrued of $3,667 as of December 31, 2021. In addition to the liabilities for unrecognized income tax benefits assumed in the Mergers, the Company assumed liabilities related to potential employment tax obligations that were accounted for under ASC 450 of $6,309 as of December 31, 2021. This liability was also included in Other non-current liabilities on the consolidated balance sheets as of December 31, 2021 and was derecognized in conjunction with the Energos Formation Transaction. Income Tax Examinations The Company and its subsidiaries file income tax returns in the U.S. federal and various state and local jurisdictions, as well as various foreign jurisdictions. The Company filed its first corporate U.S. federal and state income tax returns for the period ended December 31, 2019. The U.S. Federal and state income tax returns filed for tax years 2019, 2020 and 2021 are open for examination. The Company is generally open to tax examinations in other foreign jurisdictions for a period of four Undistributed Earnings The Company has not recorded a deferred tax liability for undistributed earnings for any controlled foreign corporation as of December 31, 2022. The Company has unremitted earnings in certain jurisdictions where distributions can be made at no net tax cost. From time to time, the Company may remit these earnings. The Company has the ability and intent to indefinitely reinvest any earnings that cannot be remitted at no net tax cost. It is not practicable to estimate the amount of any additional taxes which may be payable on these undistributed earnings. Preferential Tax Rates The Company has subsidiaries incorporated in Bermuda. Under current Bermuda law, the Company is not required to pay taxes in Bermuda on either income or capital gains. The Company has received an undertaking from the Bermuda government that, in the event of income or capital gain taxes being imposed, it will be exempted from such taxes until 2035. The Company’s Puerto Rican operations received a tax decree from the Puerto Rico government that affords the Company a 4 percent tax rate on qualifying income until 2035. The effect of the earnings taxed at a 4 percent foreign tax rate is included in the foreign rate differential line in the Company’s effective tax rate. For the years ended December 31, 2022 and 2021, the income tax benefits attributable to the tax decree, before taking into consideration the impact on U.S. taxation and the associated U.S. foreign tax credits, are estimated to be approximately $10,605 ($0.05 per share of issued and outstanding Class A common stock on a diluted basis) and $14,047 ($0.07 per share of issued and outstanding Class A common stock on a diluted basis), respectively. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingenciesThe Company may be subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. The Company does not believe that these proceedings, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows. |
Earnings per share
Earnings per share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings per share | Earnings per share Year Ended December 31, 2022 2021 2020 Basic Numerator: Net income (loss) $ 184,786 $ 92,711 $ (263,965) Less: net income (loss) attributable to non-controlling interests 9,693 4,393 81,818 Net income (loss) attributable to Class A common stock $ 194,479 $ 97,104 $ (182,147) Denominator: Weighted-average shares - basic 209,501,298 198,593,042 106,654,918 Net income (loss) per share - basic $ 0.93 $ 0.49 $ (1.71) Diluted Numerator: Net income (loss) $ 184,786 $ 92,711 $ (263,965) Less: net income (loss) attributable to non-controlling interests 9,693 4,393 81,818 Less: adjustments attributable to dilutive securities — 2,861 — Net income (loss) attributable to Class A common stock $ 194,479 $ 94,243 $ (182,147) Denominator: Weighted-average shares - diluted 209,854,413 201,703,176 106,654,918 Net income (loss) per share - diluted $ 0.93 $ 0.47 $ (1.71) The following table presents potentially dilutive securities excluded from the computation of diluted net income (loss) per share for the years ended December 31, 2022 and 2020 because its effects would have been anti-dilutive. All potentially dilutive securities are included in the computation of diluted net income for the year ended December 31, 2021. Year Ended December 31, 2022 2021 2020 Unvested RSUs (1) — — 1,538,060 Equity agreement shares (2) 458,696 — 428,275 Total 458,696 — 1,966,335 (1) Represents the number of instruments outstanding at the end of the period. (2) Class A common stock that would be issued in relation to an agreement to issue shares executed in conjunction with a prior year asset acquisition. The Company declared and paid quarterly dividends totaling $82,974 during the year ended December 31, 2022, representing $0.10 per Class A share. Additionally, on December 12, 2022, the Company’s Board of Directors approved an update to its dividend policy. In connection with the dividend policy update, the Board declared a dividend of $626,310, representing $3.00 per Class A share, which was paid in January 2023. During the year ended December 31, 2022, the Company paid dividends of $12,076 to holders of GMLP’s 8.75% Series A Cumulative Redeemable Preferred Units (“Series A Preferred Units”). As these equity interests have been issued by the Company’s consolidated subsidiary, the value of the Series A Preferred Units is recognized as non-controlling interest in the consolidated financial statements. |
Share-based compensation
Share-based compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based compensation | Share-based compensation Performance Share Units (“PSUs”) The Company has granted PSUs to certain employees and non-employees that contain a performance condition under the Incentive Plan. Vesting is determined based on achievement of a performance metric for the year subsequent to the grant, and the number of shares that will vest can range from zero to a multiple of units granted. During the fourth quarter of 2022, the Company determined that the PSUs granted in the first quarter of 2021 ("2021 Grant") will vest at a multiple of two, resulting in vesting of 681,204 PSUs. Compensation cost for the service period since the grant date of $27,705 was recognized in 2022. As of December 31, 2022, the Company determined that it was not probable that the performance condition required for PSUs granted in the fourth quarter of 2022 ("2022 Grant") to vest would be achieved, and as such, no compensation expense has been recognized for this award. PSUs Granted Units Granted Range of Vesting Units Vested / Probable of Vesting Unrecognized Weighted Average 2021 Grant 400,507 0 to 801,014 681,204 — 0 2022 Grant 742,073 0 to 1,484,146 — 66,935 1 year (1) Unrecognized compensation cost is based upon the maximum amount of shares that could vest. Restricted Stock Units ("RSUs") The Company has granted RSUs to select officers, employees, non-employee members of the board of directors and select non-employees under the Incentive Plan. The fair value of RSUs on the grant date is estimated based on the closing price of the underlying shares on the grant date and other fair value adjustments to account for a post-vesting holding period. These fair value adjustments were estimated based on the Finnerty model. The following table summarizes the RSU activity for the year ended December 31, 2022: Restricted Stock Weighted-average Non-vested RSUs as of December 31, 2021 676,338 $ 13.49 Granted 12,196 29.89 Vested (688,534) 13.81 Forfeited — — Non-vested RSUs as of December 31, 2022 — $ — The following table summarizes the share-based compensation expense for the Company’s RSUs recorded for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, 2022 2021 2020 Operations and maintenance $ 4 $ 848 $ 800 Selling, general and administrative 2,673 5,728 7,943 Total share-based compensation expense $ 2,677 $ 6,576 $ 8,743 For the year ended December 31, 2022, no cumulative compensation expense was recognized for forfeited RSU awards. For the years ended December 31, 2021 and 2020, cumulative compensation expense recognized for forfeited RSU awards |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related party transactions Management services Messrs. Edens, chief executive officer and chairman of the Board of Directors and Nardone, member of the Board of Directors, are currently employed by Fortress Investment Group LLC (“Fortress”). In the ordinary course of business, Fortress, through affiliated entities, charges the Company for administrative and general expenses incurred pursuant to its Administrative Services Agreement (“Administrative Agreement”). The charges under the Administrative Agreement that are attributable to the Company totaled $5,087, $6,509, and $7,291 for the years ended December 31, 2022, 2021 and 2020, respectively. Costs associated with the Administrative Agreement are included within Selling, general and administrative in the consolidated statements of operations and comprehensive income (loss). As of December 31, 2022 and 2021, $4,629 and $5,700 were due to Fortress, respectively. In addition to administrative services, an affiliate of Fortress owns and leases an aircraft chartered by the Company for business purposes in the course of operations. The Company incurred, at aircraft operator rates, charter costs of $3,714, $4,466 and $2,483 for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022 and 2021, $416 and $944 was due to this affiliate, respectively. Land lease The Company has leased land from Florida East Coast Industries, LLC (“FECI”), which is controlled by funds managed by an affiliate of Fortress. The Company recognized expense related to the land lease of $506, $526 and $730 during the years ended December 31, 2022, 2021 and 2020, respectively, which was included within Operations and maintenance in the consolidated statements of operations and comprehensive income (loss). The Company did not have any amounts due to FECI as of December 31, 2022 and 2021. As of December 31, 2022 and 2021, the Company has recorded a lease liability of $3,340 and $3,314 , respectively, within Non-current lease liabilities on the consolidated balance sheets. DevTech In August 2018, the Company entered into a consulting arrangement with DevTech Environment Limited (“DevTech”) to provide business development services to increase the customer base of the Company. DevTech also contributed cash consideration in exchange for a 10% interest in a consolidated subsidiary. The 10% interest was reflected as non-controlling interest in the Company’s consolidated financial statements. DevTech also purchased 10% of a note payable due to an affiliate of the Company. During the third quarter of 2021, the Company settled all outstanding amounts due under notes payable; the consulting agreement was also restructured to settle all previous amounts owed to DevTech and to include a royalty payment based on certain volumes sold in Jamaica. The Company paid $988 to settle these outstanding amounts. Subsequent to the restructuring of the consulting agreement, the Company recognized approximately $408 and $176 in expense for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, $80 and $88 were due to DevTech, respectively. Fortress affiliated entities The Company provides certain administrative services to related parties including entities affiliated with Fortress. No costs are incurred for such administrative services by the Company as the Company is fully reimbursed for all costs incurred. Beginning in the fourth quarter of 2020, the Company began to sublease a portion of office space to an affiliate of an entity managed by Fortress, and for the years ended December 31, 2022, 2021 and 2020, r ent and office related expenses of $857, $799 and $204 were incurred by this affiliate, respectively. As of December 31, 2022 and 2021, $700 and $1,241 were due from affiliates, respectively. Additionally, an entity formerly affiliated with Fortress and currently owned by Messrs. Edens and Nardone provides certain administrative services to the Company, as well as providing office space under a month-to-month non-exclusive license agreement. The Company incurred rent and administrative expenses of approximately $2,453, $2,444 and $2,357 for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022 and 2021, $2,455 and $2,444 were due to Fortress affiliated entities, respectively. Agency agreement with PT Pesona Sentra Utama (or PT Pesona) PT Pesona, an Indonesian company, owns 51% of the issued share capital in the Company’s former subsidiary, PTGI, the owner and operator of NR Satu , and prior to completion of the Energos Formation Transaction, provided agency and local representation services for the Company with respect to NR Satu . PT Pesona and certain of its subsidiaries also charged vessel management fees to the Company for the provision of technical and commercial management of the vessels; total expenses incurred to PT Pesona prior to the completion of the Energos Formation Transaction were $537 and $434 for the years ended December 31, 2022 and 2021, respectively. Hilli guarantees As part of the GMLP Merger, the Company agreed to assume a guarantee (the “Partnership Guarantee”) of 50% of the outstanding principal and interest amounts payable by Hilli Corp under the Hilli Leaseback. The Company also assumed a guarantee of the letter of credit (“LOC Guarantee”) issued by a financial institution in the event of Hilli Corp’s underperformance or non-performance under the LTA. Under the LOC Guarantee, the Company is severally liable for any outstanding amounts that are payable, up to approximately $19,000. Under the Partnership Guarantee and the LOC Guarantee NFE’s subsidiary, GMLP, is required to comply with the following covenants and ratios: • free liquid assets of at least $30 million throughout the Hilli Leaseback period; • a maximum net debt to EBITDA ratio for the previous 12 months of 6.5 1; and • a consolidated tangible net worth of $124.0 million. As of December 31, 2022 and 2021, the amount the Company has guaranteed under the Partnership Guarantee and the LOC Guarantee is $323,250 and $356,250, respectively. As of December 31, 2022, the fair value of debt guarantee after amortization of $2,320 is presented within Other current liabilities. As of December 31, 2021, the fair value of debt guarantee after amortization, presented within Other current liabilities and Other long-term liabilties amounted to $4,918 and $2,320, respectively. As of December 31, 2022 the Company was in compliance with the covenants and ratios for both Hilli guarantees. After the completion of the disposition of our interest in Hilli expected to be completed in the first quarter of 2023 (see note 28), the Company will no longer provide the Partnership Guarantee and LOC Guarantee. CELSE inventory purchases During the fourth quarter of 2021, the Company purchased 3.1 TBtus of LNG from CELSE for $35,173. The inventory purchased from CELSE was subsequently sold prior to December 31, 2021. As of December 31, 2021, there were no outstanding amounts payable to CELSE for the purchase of LNG. After the Sergipe Sale, CELSE is no longer a related party. |
Customer concentrations
Customer concentrations | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Customer concentrations | Customer concentrations For the year ended December 31, 2022, revenue from two significant customers constituted 42% of total revenue. For the year ended December 31, 2021, revenue from three significant customers constituted 48% of the total revenue; no other customers comprised more than 10% of our revenue. For the year ended December 31, 2020, revenue from three significant customers constituted 88% of the total revenue. These customers’ revenues are included in the Company’s Terminals and Infrastructure segment. During the years ended December 31, 2022, 2021 and 2020, revenue from external customers that were derived from customers located in the United States were $246,628, $203,477 and $135,702, respectively, and from customers outside of the United States were $2,121,644, $1,119,333, and $315,948. The Company attributes revenue from customers to the country in which the party to the applicable agreement has its principal place of business. As of December 31, 2022 and 2021, long lived assets, which are all non-current assets excluding investment in equity securities, restricted cash, deferred tax assets, goodwill, intangible assets and assets held for sale located in the United |
Segments
Segments | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segments | Segments As of December 31, 2022, the Company operates in two reportable segments: Terminals and Infrastructure and Ships: • Terminals and Infrastructure includes the Company’s vertically integrated gas to power solutions, spanning the entire production and delivery chain from natural gas procurement and liquefaction to logistics, shipping, facilities and conversion or development of natural gas-fired power generation. Vessels that are utilized in the Company’s terminal or logistics operations are included in this segment. • Ships includes FSRUs and LNG carriers that are leased to customers under long-term or spot arrangements. FSRUs are stationed offshore for customer’s operations to regasify LNG; five of the Company's FSRUs are included in this segment. LNG carriers are vessels that transport LNG and are compatible with many LNG loading and receiving terminals globally. Five of the Company's LNG carriers are included in this segment. The Company’s investments in Hilli LLC and Energos are also included in the Ships segment. The CODM uses Segment Operating Margin to evaluate the performance of the segments and allocate resources. Segment Operating Margin is defined as the segment’s revenue less cost of sales less operations and maintenance less vessel operating expenses, excluding unrealized gains or losses to financial instruments recognized at fair value. Prior to the completion of the Sergipe Sale, Terminals and Infrastructure Segment Operating Margin included our effective share of revenue, expenses and segment operating margin attributable to our 50% ownership of CELSEPAR. Ships Operating Margin includes our effective share of revenue, expenses and operating margin attributable to our ownership of 50% of the common units of Hilli LLC. We continue to include the results of operations of vessels included in the Energos Formation Transaction in the consolidated statements of operations and comprehensive income (loss), and revenue and vessel operating expenses from these vesesls is included in Ships Operating Margin. Management considers Segment Operating Margin to be the appropriate metric to evaluate and compare the ongoing operating performance of the Company’s segments on a consistent basis across reporting periods as it eliminates the effect of items which management does not believe are indicative of each segment’s operating performance. The table below presents segment information for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, 2022 (in thousands of $) Terminals and Ships⁽²⁾ Total Segment Consolidation and Other⁽³⁾ Consolidated Statement of operations: Total revenues $ 2,168,565 $ 444,616 $ 2,613,181 $ (244,909) $ 2,368,272 Cost of sales (6) 1,142,374 — 1,142,374 (131,946) 1,010,428 Vessel operating expenses — 90,544 90,544 (27,026) 63,518 Operations and maintenance 129,970 — 129,970 (24,170) 105,800 Segment Operating Margin $ 896,221 $ 354,072 $ 1,250,293 $ (61,767) $ 1,188,526 Balance sheet: Total assets (4) $ 5,913,775 $ 1,791,307 $ 7,705,082 $ — $ 7,705,082 Other segmental financial information: Capital expenditures (5) $ 1,482,871 $ 27,127 $ 1,509,998 $ — $ 1,509,998 Year Ended December 31, 2021 (in thousands of $) Terminals and Ships⁽²⁾ Total Segment Consolidation Consolidated Statement of operations: Total revenues $ 1,366,142 $ 329,608 $ 1,695,750 $ (372,940) $ 1,322,810 Cost of sales (6) 789,069 — 789,069 (173,059) 616,010 Vessel operating expenses 3,442 64,385 67,827 (16,150) 51,677 Operations and maintenance 92,424 — 92,424 (19,108) 73,316 Segment Operating Margin $ 481,207 $ 265,223 $ 746,430 $ (164,623) $ 581,807 Balance sheet: Total assets (4) $ 4,775,392 $ 2,101,100 $ 6,876,492 $ — $ 6,876,492 Other segmental financial information: Capital expenditures (5) $ 833,910 $ 8,293 $ 842,203 $ — $ 842,203 Year Ended December 31, 2020 (in thousands of $) Terminals and Ships⁽²⁾ Total Segment Consolidation Consolidated Statement of operations: Total revenues $ 451,650 $ — $ 451,650 $ — $ 451,650 Cost of sales (6) 278,767 — 278,767 — 278,767 Vessel operating expenses — — — — — Operations and maintenance 47,581 — 47,581 — 47,581 Segment Operating Margin $ 125,302 $ — $ 125,302 $ — $ 125,302 Other segmental financial information: Capital expenditures⁽⁵⁾ $ 340,603 $ — $ 340,603 $ — $ 340,603 (1) Prior to the completion of the Sergipe Sale, Terminals and Infrastructure included the Company’s effective share of revenues, expenses and operating margin attributable to the Company's 50% ownership of CELSEPAR. The losses attributable to the investment of $397,874 and $17,925 for the years ended December 31, 2022 and 2021, respectively, are reported in (Loss) income from equity method investments in the consolidated statements of operations and comprehensive income (loss). Terminals and Infrastructure does not include the unrealized mark-to-market earnings and loss on derivative instruments of $106,103 and $2,788 for the years ended December 31, 2022 and 2021, respectively, reported in Cost of sales. (2) Ships includes the Company’s effective share of revenues, expenses and operating margin attributable to the Company's 50% ownership of the Hilli Common Units. The loss and earnings attributable to the investment of $77,132 and $32,368 for the years ended December 31, 2022 and 2021, respectively, are reported in (Loss) income from equity method investments in the consolidated statements of operations and comprehensive income (loss). (3) Consolidation and Other adjusts for the inclusion of the effective share of revenues, expenses and operating margin attributable to the Company's 50% ownership of CELSEPAR and Hilli Common Units in the segment measure and exclusion of the unrealized mark-to-market gain or loss on derivative instruments. (4) Total assets and capital expenditure by segment refers to assets held and capital expenditures related to the development of the Company’s terminals and vessels. The Terminals and Infrastructure segment includes the net book value of vessels utilized within the Terminals and Infrastructure segment. (5) Capital expenditures includes amounts capitalized to construction in progress and additions to property, plant and equipment during the period. (6) Cost of sales is presented exclusive of costs included in Depreciation and amortization in the consolidated statements of operations and comprehensive income (loss). Consolidated Segment Operating Margin is defined as net income (loss), adjusted for selling, general and administrative expenses, transaction and integration costs, depreciation and amortization, interest expense, other (income) expense, income from equity method investments and tax expense. The following table reconciles Net income (loss), the most comparable financial statement measure, to Consolidated Segment Operating Margin: Year Ended December 31, (in thousands of $) 2022 2021 2020 Net income (loss) $ 184,786 $ 92,711 $ (263,965) Add: Selling, general and administrative 236,051 199,881 120,142 Transaction and integration costs 21,796 44,671 4,028 Contract termination charges and loss on mitigation sales — — 124,114 Depreciation and amortization 142,640 98,377 32,376 Interest expense 236,861 154,324 65,723 Other (income) expense, net (48,044) (17,150) 5,005 Tax (benefit) provision (123,439) 12,461 4,817 Asset impairment expense 50,659 — — Loss on extinguishment of debt, net 14,997 10,975 33,062 Loss (income) from equity method investments 472,219 (14,443) — Consolidated Segment Operating Margin $ 1,188,526 $ 581,807 $ 125,302 |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent events [Text Block] | Subsequent eventsOn February 7, 2023, the Company entered into an amendment to the Revolving Facility to increase the commitments thereunder by $301,700, for a total capacity under the Revolving Facility of $741,700. The interest rate per annum and the Applicable Margin for borrowings under the Revolving Facility based on the current usage of the facility have not changed. No changes were made to the maturity date or covenants. |
Schedule II
Schedule II | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II | Schedule II Description Balance at Additions (1)(2) Deductions Balance at Year ended December 31, 2022 Allowance for expected credit losses $ 2,159 $ 835 $ (1,468) $ 1,526 Year ended December 31, 2021 Allowance for expected credit losses 545 1,614 — 2,159 Year ended December 31, 2020 Allowance for doubtful accounts — 545 — 545 Notes: (1) Amount expensed is included within Selling, general and administrative. (2) Additions in 2020 include the cumulative effect of accounting change upon adoption of ASC 326 of $229 which is included within Accumulated deficit. |
Significant accounting polici_2
Significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | (a) Basis of presentation and principles of consolidation The accompanying consolidated financial statements contained herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned consolidated subsidiaries. The ownership interest of other investors in consolidated subsidiaries is recorded as a non-controlling interest. All significant intercompany transactions and balances have been eliminated on consolidation. Certain prior year amounts have been reclassified to conform to current year presentation. A variable interest entity (“VIE”) is an entity that by design meets any of the following characteristics: (1) lacks sufficient equity to allow the entity to finance its activities without additional subordinated financial support; (2) as a group, equity investors do not have the ability to make significant decisions relating to the entity’s operations through voting rights, do not have the obligation to absorb the expected losses or do not have the right to receive residual returns of the entity; or (3) the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. The primary beneficiary of a VIE is required to consolidate the assets and liabilities of the VIE. The primary beneficiary is the party that has both (1) the power to direct the economic activities of the VIE that most significantly impact the VIE’s economic performance; and (2) through its interest in the VIE, the obligation to absorb the losses or the right to receive the benefits from the VIE that could potentially be significant to the VIE. Non-controlling interests are classified as a separate component of equity on the consolidated balance sheets and consolidated statements of changes in stockholders’ equity. Additionally, net income (loss) and comprehensive income (loss) attributable to non-controlling interests are reflected separately from consolidated net income (loss) and comprehensive income (loss) in the consolidated statements of operations and comprehensive income (loss) and consolidated statements of changes in stockholders’ equity. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling interests. Losses continue to be attributed to the non-controlling interests, even when the non-controlling interests’ basis has been reduced to zero. |
Use of estimates | (b) Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include inputs and assumptions to assess the recoverability of equity method investments and long-lived assets, as well as the total consideration and fair value of identifiable net assets related to acquisitions. Management evaluates its estimates and related assumptions regularly. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. |
Foreign currencies | (c) Foreign currencies The Company has certain foreign subsidiaries in which the functional currency is the local currency. All of the assets and liabilities of these subsidiaries are translated to U.S. dollars at the exchange rate in effect at the balance sheet date; income and expense accounts are translated at average rates for the period. The effects of translating financial statements of foreign operations into our reporting currency are recognized as a cumulative translation adjustment in accumulated other comprehensive income (loss). The Company also has foreign subsidiaries that conduct business in currencies other than their respective functional currencies. Transactions are remeasured to the respective subsidiaries’ functional currency at the exchange rate in effect on the respective dates of such transactions. Net realized foreign currency gains or losses relating to the differences between these recorded amounts and the functional currency equivalent actually received or paid are included within Other (income) expense, net in the consolidated statements of operations and comprehensive income (loss). Gains and losses on intercompany foreign currency transactions that are long-term in nature and which the Company does not intend to settle in the foreseeable future, are also recognized in accumulated other comprehensive income (loss). Accumulated foreign currency translation adjustments are reclassified from accumulated other comprehensive income (loss) to net income only when realized upon sale or upon complete or substantially complete liquidation of the investment in a foreign entity. If the Company commits to a plan to sell or liquidate a foreign entity, accumulated foreign currency translation adjustments would be included in carrying amounts in impairment assessments. |
Cash and cash equivalents | (d) Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. |
Restricted cash | (e) Restricted cash Restricted cash consists of funds that are contractually restricted as to usage or withdrawal and have been presented separately from cash and cash equivalents on the consolidated balance sheets. |
Receivables | (f) Receivables Receivables are contractual rights to receive cash on a fixed or determinable date and are recognized on the balance sheet as the amount invoiced to the customer, net of an allowance for current expected credit losses. Amounts are written off against the allowance when management is certain that outstanding amounts will not be collected. The Company estimates expected credit losses based on relevant information about the current credit quality of customers, past events, including historical experience, and reasonable and supportable forecasts that affect the collectability of the reported amount. Credit loss expense, inclusive of credit loss expense on all categories of financial assets, is recorded within Selling, general and administrative in the consolidated statements of operations and comprehensive income (loss). |
Inventories | (g) Inventories LNG and natural gas inventories, bunker fuel inventories and automotive diesel oil inventories are recorded at weighted average cost, and materials and other inventory are recorded at cost. The Company’s cost to convert from natural gas to LNG, which primarily consists of labor, depreciation and other direct costs to operate liquefaction facilities, is reflected in Inventory on the consolidated balance sheets. Inventory is adjusted to the lower of cost or net realizable value each quarter. Changes in the value of inventory are recorded within Cost of sales in the consolidated statements of operations and comprehensive income (loss). LNG is subject to “boil-off,” a natural loss of gas volume over time when LNG is exposed to environments with temperatures above its optimum storage state. Boil-off losses are expensed through Cost of sales in the consolidated statements of operations and comprehensive income (loss) in instances where gas cannot be contained and recycled back into the production process. |
Construction in progress | (h) Construction in progress Construction in progress is recorded at cost, and at the point at which the constructed asset is put into use, the full cost of the asset is reclassified from Construction in progress to Property, plant and equipment, net or Finance leases, net on the consolidated balance sheets. Construction progress payments, engineering costs and other costs directly relating to the asset under construction are capitalized during the construction period, provided the completion of the construction project is deemed probable or if the costs are associated with activities that could be utilized in future projects. Depreciation is not recognized during the construction period. The interest cost associated with major development and construction projects is capitalized during the construction period and included in the cost of the project in Construction in progress. |
Property, plant and equipment, net | (i) Property, plant and equipment, net Property, plant and equipment is initially recorded at cost. Expenditures for construction activities and betterments that extend the useful life of the asset are capitalized. Vessel refurbishment costs are capitalized and depreciated over the vessels’ remaining useful economic lives. Refurbishment costs increase the capacity or improve the efficiency or safety of vessels and equipment. Expenditures for routine maintenance and repairs for assets in the Terminals and Infrastructure segment are charged to expense as incurred within Operations and maintenance in the consolidated statements of operations and comprehensive income (loss); such expenditures for assets in the Ships segment that do not improve the operating efficiency or extend the useful lives of the vessels are expensed as incurred within Vessel operating expenses. Major maintenance and overhauls of the Company’s power plant and terminals are capitalized and depreciated over the expected period until the next anticipated major maintenance or overhaul. Drydocking expenditures, including drydocking expenditures related to vessels that were included in the Energos Formation Transaction (defined below), are capitalized when incurred and amortized over the period until the next anticipated drydocking, which is generally five years. For vessels, the Company utilizes the “built-in overhaul” method of accounting and segregates vessel costs into those that should be depreciated over the useful life of the vessel and those that require drydocking at periodic intervals. The cost of the drydocking is capitalized and depreciated until the next drydocking, estimated at five year intervals. If drydocking occurs prior to the expected timing, a cumulative adjustment to recognize the change in expected timing of drydocking is recognized within Depreciation and amortization in the consolidated statements of operations and comprehensive income (loss). The Company depreciates property, plant and equipment less the estimate residual value using the straight-line depreciation method over the estimated economic life of the asset or lease term, whichever is shorter using the following useful lives: Useful life (Yrs) Vessels 5-30 Terminal and power plant equipment 4-24 CHP facilities 4-20 Gas terminals 5-24 ISO containers and associated equipment 3-25 LNG liquefaction facilities 20-40 Gas pipelines 4-24 Leasehold improvements 2-20 The Company reviews the remaining useful life of its assets on a regular basis to determine whether changes have taken place that would suggest that a change to depreciation policies is warranted. Upon retirement or disposal of property, plant and equipment, the cost and related accumulated depreciation are removed from the account, and the resulting gains or losses, if any, are recorded in the consolidated statements of operations and comprehensive income (loss). When a vessel is disposed, any unamortized drydocking expenditure is recognized as part of the gain or loss on disposal in the period of disposal. |
Impairment of long-lived assets | (j) Impairment of long-lived assets The Company performs a recoverability assessment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indicators may include, but are not limited to, adverse changes in the regulatory environment in a jurisdiction where the Company operates, unfavorable events impacting the supply chain for LNG to the Company’s operations, a decision to discontinue the development of a long-lived asset, early termination of a significant customer contract or the introduction of newer technology. When performing a recoverability assessment, the Company measures whether the estimated future undiscounted net cash flows expected to be generated by the asset exceeds its carrying value. In the event that an asset does not meet the recoverability test, the carrying value of the asset will be adjusted to fair value resulting in an impairment charge. |
Investments in equity securities | (k) Investments in equity securities Investments in equity securities are carried at fair value and included in Other non-current assets on the consolidated balance sheets, with gains or losses recorded in earnings in Other (income) expense, net in the consolidated statements of operations and comprehensive income (loss). |
Intangible assets | (l) Intangible assets Upon a business combination or asset acquisition, the Company may obtain identifiable intangible assets. Intangible assets with a finite life are amortized over the estimated useful life of the asset under the straight-line method. Indefinite lived intangible assets are not amortized. Intangible assets with an indefinite useful life are tested for impairment on an annual basis, on October 1 st of each year, or more frequently if changes in circumstances indicate that it is more likely than not that the asset is impaired. Indefinite lived intangible assets are evaluated for impairment either under the qualitative assessment option or the two-step quantitative test. If the carrying amount of an intangible asset being tested for impairment exceeds its fair value, the excess is recognized as impairment expense in the consolidated statements of operations and comprehensive income (loss). |
Goodwill | (m) Goodwill Goodwill includes the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. The Company reviews the carrying values of goodwill at least annually to assess impairment since these assets are not amortized. An annual impairment assessment is conducted as of October 1 st of each year. Additionally, the Company reviews the carrying value of goodwill whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. For an annual goodwill impairment assessment, an optional qualitative analysis may be performed. If the option is not elected or if it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then a two-step goodwill impairment test is performed to identify potential goodwill impairment and to measure an impairment loss. A qualitative analysis was elected for the years ended December 31, 2022 and 2021. A goodwill impairment assessment compares the fair value of a respective reporting unit with its carrying amount, including goodwill. The estimate of fair value of the respective reporting unit is based on the best information available as of the date of assessment, which primarily incorporates assumptions about operating results, business plans, income projections, anticipated future cash flows and market data. If goodwill is determined to be impaired, an impairment loss, measured at the amount by which the reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill, is recorded. There was no impairment of goodwill for the years ended December 31, 2022 and 2021. |
Long-term debt and debt issuance costs | (n) Long-term debt and debt issuance costs Costs directly related to the issuance of debt are reported on the consolidated balance sheets as a reduction from the carrying amount of the recognized debt liability and amortized over the term of the debt using the effective interest method. Unamortized debt issuance costs associated with the revolving credit agreement, facilities for the issuance of letters of credit and other similar arrangements are presented as an asset (regardless of whether there are any amounts outstanding under the credit facility) and amortized over the life of the particular arrangement. Interest and related amortization of debt issuance costs recognized during major development and construction projects are capitalized and included in the cost of the project. |
Contingencies | (o) Contingencies The Company may be involved in legal actions in the ordinary course of business, including governmental and administrative investigations, inquiries and proceedings concerning employment, labor, environmental and other claims. The Company will recognize a loss contingency in the consolidated financial statements when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. The Company will disclose any loss contingencies that do not meet both conditions if there is a reasonable possibility that a loss may have been incurred. Gain contingencies are not recorded until realized. |
Revenue recognition | (p) Revenue recognition Terminals and Infrastructure Within the Terminals and Infrastructure segment, the Company’s contracts with customers may contain one or several performance obligations usually consisting of the sale of LNG, natural gas, power and steam, which are outputs from the Company’s natural gas-fueled infrastructure and the sale of LNG cargos. The transaction price for each of these contracts is structured using similar inputs and factors regardless of the output delivered to the customer. The customers consume the benefit of the natural gas, power and steam when they are delivered by the Company to the customer’s power generation facilities or interconnection facility. Natural gas, power and steam qualify as a series with revenue being recognized over time using an output method, based on the quantity of natural gas, power or steam that the customer has consumed. LNG is delivered in containers transported by truck to customer sites but may also be delivered via vessel to an unloading point specified in a contract. Revenue from sales of LNG is recognized at the point in time at which physical possession and the risks and rewards of ownership transfer to the customer, depending on the terms of the contract. Because the nature, timing and uncertainty of revenue and cash flows are substantially the same for LNG, natural gas, power and steam, the Company has presented Operating revenue on an aggregated basis. The Company has concluded that variable consideration included in its agreements meets the exception for allocating variable consideration. As such, the variable consideration for these contracts is allocated to each distinct unit of LNG, natural gas, power or steam delivered and recognized when that distinct unit is delivered to the customer. The Company’s contracts with customers to supply natural gas or LNG may contain a lease of equipment or vessesls, which may be accounted for as a finance or operating lease. For the Company’s operating leases, the Company has elected the practical expedient to combine revenue for the sale of natural gas or LNG and operating lease income as the timing and pattern of transfer of the components are the same. The Company has concluded that the predominant component of the transaction is the sale of natural gas or LNG and therefore has not separated the lease component. The lease component of such operating leases is recognized as Operating revenue The current and non-current portion of finance leases are recorded within Prepaid expenses and other current assets and Finance leases, net on the consolidated balance sheets, respectively. For finance leases accounted for as sales-type leases, the profit from the sale of equipment is recognized upon lease commencement in Other revenue in the consolidated statements of operations and comprehensive income (loss). The lease payments for finance leases are segregated into principal and interest components similar to a loan. Interest income is recognized on an effective interest method over the lease term and included in Other revenue in the consolidated statements of operations and comprehensive income (loss). The principal component of the lease payment is reflected as a reduction to the net investment in the lease. In addition to the revenue recognized from the finance lease components of agreements with customers, Other revenue includes revenue recognized from the construction, installation and commissioning of equipment, inclusive of natural gas delivered for the commissioning process, to transform customers’ facilities to operate utilizing natural gas or to allow customers to receive power or other outputs from our natural gas-fueled power generation facilities. Revenue from these development services is recognized over time as the Company transfers control of the asset to the customer or based on the quantity of natural gas consumed as part of commissioning the customer’s facilities until such time that the customer has declared such conversion services have been completed. If the customer is not able to obtain control over the asset under construction until such services are completed, revenue is recognized when the services are completed and the customer has control of the infrastructure. Such agreements may also include a significant financing component, and the Company recognizes revenue for the interest income component over the term of the financing as Other revenue. The timing of revenue recognition, billings and cash collections results in receivables, contract assets and contract liabilities. Receivables represent unconditional rights to consideration. Contract assets are comprised of the transaction price allocated to completed performance obligations that will be billed to customers in subsequent periods. Contract assets are recognized within Prepaid expenses and other current assets, net and Other non-current assets, net on the consolidated balance sheets. Contract liabilities consist of deferred revenue and are recognized within Other current liabilities on the consolidated balance sheets. Shipping and handling costs are not considered to be separate performance obligations. All such shipping and handling activities are performed prior to the customer obtaining control of the LNG or natural gas. The Company collects sales taxes from its customers based on sales of taxable products and remits such collections to the appropriate taxing authority. The Company has elected to present sales tax collections in the consolidated statements of operations and comprehensive income (loss) on a net basis and, accordingly, such taxes are excluded from reported revenues. The Company elected the practical expedient under which the Company does not adjust consideration for the effects of a significant financing component for those contracts where the Company expects at contract inception that the period between transferring goods to the customer and receiving payment from the customer will be one year or less. Ships Charter contracts, that have a lease term greater than one year, for the use of the FSRUs and LNG carriers are leases as the contracts convey the right to obtain substantially all of the economic benefits from the use of the asset and allow the customer to direct the use of that asset. At inception, the Company makes an assessment on whether the charter contract is an operating lease or a finance lease. Renewal periods and termination options are included in the lease term if the Company believes such options are reasonably certain to be exercised by the lessee. Generally, lease accounting commences when the asset is made available to the customer, however, where the contract contains specific customer acceptance testing conditions, the lease will not commence until the asset has successfully passed the acceptance test. The Company assesses leases for modifications when there is a change to the terms and conditions of the contract that results in a change in the scope or the consideration of the lease. For charter contracts that are determined to be finance leases accounted for as sales-type leases, the profit from the sale of the vessel is recognized upon lease commencement in Other revenue in the consolidated statements of operations and comprehensive income (loss). The lease payments for finance leases are segregated into principal and interest components similar to a loan. Interest income is recognized on an effective interest method over the lease term and included in Other revenue in the consolidated statements of operations and comprehensive income (loss). The principal component of the lease payment is reflected as a reduction to the net investment in the lease. Revenue related to operating and service agreements in connection with charter contracts accounted for as sales-type leases are recognized over the term of the charter as the service is provided within Vessel charter revenue in the consolidated statements of operations and comprehensive income (loss). Revenue includes lease payments under charters accounted for as operating leases and fees for repositioning vessels. Revenue generated from charters contracts is recorded over the term of the charter on a straight-line basis as service is provided and is included in Vessel charter revenue in the consolidated statements of operations and comprehensive income (loss). Lease payments include fixed payments (including in-substance fixed payments that are unavoidable) and variable payments based on a rate or index. For operating leases, the Company has elected the practical expedient to combine service revenue and operating lease income as the timing and pattern of transfer of the components are the same. Variable lease payments are recognized in the period in which the circumstances on which the variable lease payments are based become probable or occur. Repositioning fees are included in Vessel charter revenues and are recognized at the end of the charter when the fee becomes fixed. However, where there is a fixed amount specified in the charter, which is not dependent upon redelivery location, the fee is recognized evenly over the term of the charter. Costs directly associated with the execution of the lease or costs incurred after lease inception but prior to the commencement of the lease that directly relate to preparing the asset for the contract are capitalized and amortized in Vessel operating expenses in the consolidated statements of operations and comprehensive income (loss) over the lease term. |
Leases, as lessee | (q) Leases, as lessee The Company has entered into lease agreements for the use of LNG vessels, marine port space, office space, land and equipment. Right-of-use (“ROU”) assets recognized for these leases represent the Company’s right to use an underlying asset for the lease term, and the lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the lease term. Leases with terms of 12 months or less are excluded from ROU assets and lease liabilities on the balance sheet, and short-term lease payments are recognized on a straight-line basis over the lease term. Variable payments under short-term leases are recognized in the period in which the obligation that triggers the variable payment becomes probable. The Company, as lessee, has also elected the practical expedient not to separate lease and non-lease components for marine port space, office space, land and equipment leases. The Company separates the lease and non-lease components for vessel leases. The allocation of lease payments between lease and non-lease components has been determined based on the relative fair value of each component. The fair value of the lease component is estimated based on the estimated standalone price to lease a bareboat vessel. The fair value of the non-lease component is estimated based on the estimated standalone price of operating the respective vessel, inclusive of the costs of the crew and other operating costs. The Company has elected the land easement practical expedient, which allows the Company to continue to account for pre-existing land easements as intangible assets under the accounting policy that existed before adoption of ASC 842 Leases . |
Share-based compensation | (r) Share-based compensation The Company adopted the New Fortress Energy Inc. 2019 Omnibus Incentive Plan (the “Incentive Plan”), effective as of February 4, 2019. Under the Incentive Plan, the Company may issue options, share appreciation rights, restricted shares, restricted share units (“RSUs”), performance share units (“PSUs”) or other share-based awards to selected officers, employees, non-employee directors and select non-employees of NFE or its affiliates. The Company accounts for share-based compensation in accordance with ASC 718, Compensation and ASC 505, Equity , which require all share-based payments to employees and members of the board of directors to be recognized as expense in the consolidated financial statements based on their grant date fair values. The Company has elected not to estimate forfeitures of its share-based compensation awards but recognizes the reversal in compensation expense in the period in which the forfeiture occurs. The Company has granted PSUs to certain employees and non-employees. The PSUs contain a performance condition, and vesting is determined based on achievement of a performance metric in the year subsequent to the grant. Compensation |
Lessor expense recognition | (s) Lessor expense recognition Vessel operating expenses are recognized when incurred. Vessel operating expenses include crewing, repairs and maintenance, insurance, stores, lube oils, communication expenses and third-party management fees. Initial direct costs include costs directly related to the negotiation and consummation of the lease are deferred and recognized in Vessel operating expenses over the lease term. |
Transaction and integration costs | (t) Transaction and integration costs Transaction and integration costs is comprised of costs related to business combinations and dispositions and include advisory, legal, accounting, valuation and other professional or consulting fees. This caption also includes gains or losses recognized in connection with business combinations, including the settlement of preexisting relationships between the Company and an acquired entity. Financing costs which are not deferred as part of the cost of the financing on the balance sheet including fees associated with debt modifications are recognized within this caption. |
Contract termination charges and loss on mitigation sales | (u) Contract termination charges and loss on mitigation sales The Company has long-term supply agreements to purchase LNG, and the Company may incur termination charges to the extent that the Company cancels such contractual arrangements. Further, if the Company is unable to take physical possession of a portion of the contracted quantity of LNG due to capacity limitations, the supplier will attempt to sell the undelivered quantity through a mitigation sale. The Company may incur a loss on a mitigation sale if the cargo is unable to be sold for a price greater than the contracted price. These costs are included in a separate line in the consolidated statements of operations and comprehensive income (loss) because such costs are not related to inventory delivered to the Company’s customers. During the year ended December 31, 2020, the Company recognized a termination charge of $105,000 associated with an agreement with one of the Company’s LNG suppliers to terminate the obligation to purchase any LNG from this supplier for the remainder of 2020. Loss on mitigation sales of $19,114 were recognized during the year ended December 31, 2020. We did not have such transactions during the years ended December 31, 2022 and 2021. |
Taxation | (v) Taxation The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes (“ASC 740”), under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts and the tax bases of assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected on the Company’s consolidated balance sheets as deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when the Company believes that it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the effect of tax positions only if those positions are more likely than not of being sustained. Recognized tax positions are measured at the largest amount that is greater than 50 percent likely of being realized upon ultimate settlement with the relevant tax authority. 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 Company reports interest and penalties relating to an underpayment of income taxes, if applicable, as a component of income tax expense. The Company has elected to treat amounts incurred under the global intangible low-taxed income (“GILTI”) rules as an expense in the period in which the tax is accrued. Accordingly, no deferred tax assets or liabilities are recorded related to GILTI. Other taxes Certain subsidiaries may be subject to payroll taxes, excise taxes, property taxes, sales and use taxes, in addition to income taxes in foreign countries in which they conduct business. In addition, certain subsidiaries are exposed to local state taxes, such as franchise taxes. Local state taxes that are not income taxes are recorded within Selling, general and administrative in the consolidated statements of operations and comprehensive income (loss). |
Net income (loss) per share | (w) Net income (loss) per share Basic net income (loss) per share (“EPS”) is computed by dividing net income (loss) attributable to Class A common stock by the weighted average number of shares of Class A common stock outstanding. The dilutive effect of outstanding awards, if any, is reflected in diluted earnings per share by application of the treasury stock method or if-converted method, as applicable. |
Acquisitions | (x) Acquisitions Business combinations are accounted for under the acquisition method. On acquisition, the identifiable assets acquired and liabilities assumed are measured at their fair values at the date of acquisition. Any excess of the purchase price over the fair values of the identifiable net assets acquired is recognized as goodwill. Acquisition related costs are expensed as incurred as Transaction and integration costs in the statements of operations and comprehensive income (loss). The results of operations of acquired businesses are included in the Company’s consolidated statements of operations and comprehensive income (loss) from the date of acquisition. If the assets acquired do not meet the definition of a business, the transaction is accounted for as an asset acquisition and no goodwill is recognized. Costs incurred in conjunction with asset acquisitions are included in the purchase price, and any excess consideration transferred over the fair value of the net assets acquired is reallocated to the identifiable assets based on their relative fair values. |
Equity method investments | (y) Equity method investments The Company accounts for investments in entities over which the Company has significant influence, but do not meet the criteria for consolidation, under the equity method of accounting. Under the equity method of accounting, the Company’s investment is recorded at cost. In the case of equity method investments acquired as part of a business combination or acquired in exchange for the contribution of assets or entities to the investee, the investment is initially recorded at the acquisition date fair value of the investment. The carrying amount is adjusted for the Company’s share of the earnings or losses, and dividends received from the investee reduce the carrying amount of the investment. The Company allocates the difference between the fair value of investments acquired in a business combination and the Company’s proportionate share of the carrying value of the underlying assets, or basis difference, across the assets and liabilities of the investee. The basis difference assigned to amortizable net assets is included in (Loss) income from equity method investments in the consolidated statements of operations and comprehensive income (loss). When the Company’s share of losses in an investee equals or exceeds the carrying value of the investment, no further losses are recognized unless the Company has incurred obligations or made payments on behalf of the investee. The Company periodically assesses if impairment indicators exist at our equity method investments. When an impairment is observed, any excess of the carrying amount over its estimated fair value is recognized as impairment expense when the loss in value is deemed other-than-temporary and included in (Loss) income from equity method investments in the consolidated statements of operations and comprehensive income (loss). |
Loss of control of subsidiary | (z) Loss of control of subsidiary When there is a loss of control over a subsidiary, the Company de-consolidates as of the date the Company ceases to have a financial interest. The Company accounts for the deconsolidation of a subsidiary by recognizing a gain or loss in the consolidated statements of operations and comprehensive income (loss), measured by the difference between the aggregate of the fair value of the consolidation received, fair value of any retained non-controlling interest in the former subsidiary and the carrying amount of any non-controlling interest in the former subsidiary with the carrying amount of the former subsidiary’s assets and liabilities. If a change of ownership interest causes a loss of control of a foreign entity, in addition to de-recognizing the assets and liabilities, the Company also de-recognize any amounts previously recorded in other comprehensive income (loss). |
Guarantees | (aa) Guarantees Guarantees issued by the Company, excluding those that are guaranteeing the Company’s own performance, are recognized at fair value at the time that the guarantees are issued and recognized in Other current liabilities and Other non-current liabilities on the consolidated balance sheets. The guarantee liability is amortized each period as a reduction to Selling, general and administrative expenses. If it becomes probable that the Company will have to perform under a guarantee, the Company will recognize an additional liability if the amount of the loss can be reasonably estimated. |
Derivatives | (ab) Derivatives The Company has entered into derivative positions that were used to reduce market risks associated with interest rates, foreign exchange rates and commodity prices. The Company also accounts for arrangements that require the Company to pay sellers contingent payments in asset acquisitions as derivatives. All derivative instruments are initially recorded at fair value as either assets or liabilities on the consolidated balance sheets and subsequently remeasured to fair value, regardless of the purpose or intent for holding the derivative, unless they qualify for a Normal Purchases and Normal Sales (“NPNS”) exception. The Company has not designated any derivatives as cash flow or fair value hedges; however, certain instruments may be considered economic hedges. Revenues and expenses on contracts that qualify for the NPNS exception are recognized when the underlying physical transaction is delivered under other applicable GAAP (e.g., ASC 606 or ASC 705). While these contracts are considered derivative financial instruments under ASC 815, Derivatives and Hedging , they are not recorded at fair value, but on an accrual basis of accounting. If it is determined that a transaction designated as NPNS no longer meets the scope exception, the fair value of the related contract is recorded on the balance sheet and immediately recognized through earnings. |
Adoption of new and revised standards | Adoption of new and revised standards (a) New standards, amendments and interpretations issued but not effective for the year beginning January 1, 2022: The Company has reviewed recently issued accounting pronouncements and concluded that such pronouncements are either not applicable to the Company or no material impact is expected in the consolidated financial statements as a result of future adoption. (b) New and amended standards adopted by the Company: In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ("ASU 2020-06"). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. ASU 2020-06 requires entities to provide expanded disclosures about the terms and features of convertible instruments and amends certain guidance in ASC 260 on the computation of EPS for convertible instruments and contracts on an entity’s own equity. ASU 2020-06 is effective for public companies for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption of all amendments in the same period permitted. The adoption of this guidance in the first quarter of 2022 did not have a material impact on the Company’s financial position, results of operations or cash flows. In December 2022, the FASB issued ASU 2022-06, Deferred of the Sunset Date of Topic 848, Reference Rate Reform , that defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities are no longer permitted to apply the contract modification and hedge accounting relief. This ASU was effective upon issuance, and the |
Significant accounting polici_3
Significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Estimated Economic Life of Property Plant and Equipment | The Company depreciates property, plant and equipment less the estimate residual value using the straight-line depreciation method over the estimated economic life of the asset or lease term, whichever is shorter using the following useful lives: Useful life (Yrs) Vessels 5-30 Terminal and power plant equipment 4-24 CHP facilities 4-20 Gas terminals 5-24 ISO containers and associated equipment 3-25 LNG liquefaction facilities 20-40 Gas pipelines 4-24 Leasehold improvements 2-20 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset Acquisition [Table Text Block] | Based on the closing price of NFE’s common stock on April 15, 2021, the total value of consideration in the Hygo Merger was $1.98 billion, shown as follows: Consideration As of Cash consideration for Hygo Preferred Shares $ 180,000 Cash consideration for Hygo Common Shares 400,000 Total Cash Consideration $ 580,000 Merger consideration to be paid in shares of NFE Common Stock 1,400,784 Total Non-Cash Consideration 1,400,784 Total Consideration $ 1,980,784 The consideration paid by the Company in the GMLP Merger was as follows: Consideration As of GMLP Common Units ($3.55 per unit x 69,301,636 units) $ 246,021 GMLP General Partner Interest ($3.55 per unit x 1,436,391 units) 5,099 Partnership Phantom Units ($3.55 per unit x 58,960 units) 209 Cash Consideration $ 251,329 GMLP debt repaid in acquisition 899,792 Total Cash Consideration 1,151,121 Cash settlement of preexisting relationship (3,978) Total Consideration $ 1,147,143 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The final adjusted fair values assigned to the assets acquired, liabilities assumed and non-controlling interests of Hygo as of the closing date were as follows: Hygo As of Assets Acquired Cash and cash equivalents $ 26,641 Restricted cash 48,183 Accounts receivable 5,126 Inventory 1,022 Other current assets 8,095 Assets under development 128,625 Property, plant and equipment, net 385,389 Equity method investments 823,521 Finance leases, net 601,000 Deferred tax assets, net 1,065 Other non-current assets 52,996 Total assets acquired: $ 2,081,663 Liabilities Assumed Current portion of long-term debt $ 38,712 Accounts payable 3,059 Accrued liabilities 39,149 Other current liabilities 13,495 Long-term debt 433,778 Deferred tax liabilities, net 273,682 Other non-current liabilities 21,520 Total liabilities assumed: 823,395 Non-controlling interest 38,306 Net assets acquired: 1,219,962 Goodwill $ 760,822 GMLP As of Assets Acquired Cash and cash equivalents $ 41,461 Restricted cash 24,816 Accounts receivable 3,195 Inventory 2,151 Other current assets 2,789 Equity method investments 355,500 Property, plant and equipment, net 1,063,215 Intangible assets, net 106,500 Deferred tax assets, net 963 Other non-current assets 4,400 Total assets acquired: $ 1,604,990 Liabilities Assumed Current portion of long-term debt $ 158,073 Accounts payable 3,019 Accrued liabilities 17,226 Other current liabilities 73,774 Deferred tax liabilities, net 14,907 Other non-current liabilities 10,630 Total liabilities assumed: 277,629 Non-controlling interest 196,156 Net assets to be acquired: 1,131,205 Goodwill $ 15,938 |
Business Acquisition, Pro Forma Information [Table Text Block] | The following table summarizes the unaudited pro forma condensed financial information of the Company as if the Mergers had occurred on January 1, 2020. Year Ended December 31, 2021 2020 Revenue $ 1,429,361 $ 813,079 Net income (loss) 75,415 (339,909) Net income (loss) attributable to stockholders 62,059 (264,075) |
Revenue recognition (Tables)
Revenue recognition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The table below summarizes the balances in Other revenue: Year Ended December 31, 2022 2021 2020 Development services revenue $ — $ 125,924 $ 129,753 Interest income and other revenue 32,469 35,261 3,586 Total other revenue $ 32,469 $ 161,185 $ 133,339 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable | Contract assets are comprised of the transaction price allocated to completed performance obligations that will be billed to customers in subsequent periods. The contract liabilities and contract assets balances as of December 31, 2022 and 2021 are detailed below: December 31, 2022 December 31, 2021 Contract assets, net - current $ 8,083 $ 7,462 Contract assets, net - non-current 28,651 36,757 Total contract assets, net $ 36,734 $ 44,219 Contract liabilities $ 12,748 $ 2,951 Revenue recognized in the year from: Amounts included in contract liabilities at the beginning of the year $ 2,951 $ 8,028 |
Remaining Performance Obligations | The pattern of recognition reflects the minimum guaranteed volumes in each period: Period Revenue 2023 $ 262,290 2024 506,864 2025 503,038 2026 500,821 2027 497,498 Thereafter 7,872,779 Total $ 10,143,290 |
Property, Plant and Equipment Subject to Operating Leases | Vessels included in the Energos Formation Transaction, including those vessels chartered to customers, continue to be recognized on the consolidated balance sheet, and as such, the carrying amount of these vessels that are leased to customers under operating leases is as follows: December 31, December 31, Property, plant and equipment $ 1,292,957 $ 1,274,234 Accumulated depreciation (80,233) (31,849) Property, plant and equipment, net $ 1,212,724 $ 1,242,385 |
Components of Lease Income | The components of lease income from vessel operating leases for the years ended December 31, 2022 and 2021 are shown below. As the Company has not recognized the sale of ten of the eleven vessels included in the Energos Formation Transaction, the operating lease income below includes revenue of $135,899 from third-party charters of vessels included in the Energos Formation Transaction which was recognized after the completion of the Energos Formation Transaction. December 31, December 31, Operating lease income $ 328,366 $ 214,193 Variable lease income 22,940 11,067 Total operating lease income $ 351,306 $ 225,260 |
Leases, as lessee (Tables)
Leases, as lessee (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Right-of-use Assets, Current Lease Liabilities and Non-current Lease Liabilities | As of December 31, 2022 and 2021, right-of-use assets, current lease liabilities and non-current lease liabilities consisted of the following: December 31, December 31, Operating right-of-use assets $ 355,883 $ 285,751 Finance right-of-use assets (1) 21,994 23,912 Total right-of-use assets $ 377,877 $ 309,663 Current lease liabilities: Operating lease liabilities $ 44,371 $ 43,395 Finance lease liabilities 4,370 3,719 Total current lease liabilities $ 48,741 $ 47,114 Non-current lease liabilities: Operating lease liabilities $ 290,899 $ 219,189 Finance lease liabilities 11,222 14,871 Total non-current lease liabilities $ 302,121 $ 234,060 (1) Finance lease right-of-use assets are recorded net of accumulated amortization of $2,134 and $622 as of December 31, 2022 and 2021, respectively. |
Lease, Cost | For the years ended December 31, 2022 and 2021, the Company’s operating lease cost recorded within the consolidated statements of operations and comprehensive income (loss) were as follows: Year Ended December 31, 2022 2021 Fixed lease cost $ 75,771 $ 41,054 Variable lease cost 2,203 1,711 Short-term lease cost 20,129 6,974 Lease cost - Cost of sales $ 87,610 $ 41,147 Lease cost - Operations and maintenance 3,681 2,343 Lease cost - Selling, general and administrative 6,812 6,249 For the years ended December 31, 2022 and 2021, the Company’s finance interest expense and amortization recorded in Interest expense and Depreciation and amortization, respectively, within the consolidated statements of operations and comprehensive income (loss) were as follows: Year Ended December 31, 2022 2021 Interest expense related to finance leases $ 852 $ 409 Amortization of right-of-use asset related to finance leases 1,512 622 |
Supplemental Cash Flow Information Related to Leases | Cash paid for operating leases is reported in operating activities in the consolidated statements of cash flows. Supplemental cash flow information related to leases was as follows for the years ended December 30, 2022 and 2021: Year Ended December 31, 2022 2021 Operating cash outflows for operating lease liabilities $ 96,698 $ 46,066 Financing cash outflows for finance lease liabilities 3,697 2,156 Right-of-use assets obtained in exchange for new operating lease liabilities 135,075 172,996 Right-of-use assets obtained in exchange for new finance lease liabilities — 24,533 |
Future Payments Due under Operating and Financing Lease | The future payments due under operating and finance leases as of December 31, 2022 are as follows: Operating Leases Financing Leases 2023 $ 69,305 $ 5,064 2024 67,414 4,380 2025 58,957 4,380 2026 50,978 2,625 2027 50,503 89 Thereafter 182,451 941 Total Lease Payments $ 479,608 $ 17,479 Less: effects of discounting 144,338 1,887 Present value of lease liabilities $ 335,270 $ 15,592 Current lease liability $ 44,371 $ 4,370 Non-current lease liability 290,899 11,222 |
Financial instruments (Tables)
Financial instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Long-Term Debt | The following table summarizes the terms of interest rate swap as of December 31, 2022: Instrument Notional Amount Maturity Dates Fixed Interest Rate Interest rate swap: Receiving floating, pay fixed $ 323,250 March 2026 2.86% As of December 31, 2022 and 2021, debt consisted of the following: December 31, 2022 December 31, 2021 Senior Secured Notes, due September 2025 $ 1,243,351 $ 1,241,196 Senior Secured Notes, due September 2026 1,481,639 1,477,512 Vessel Financing Obligation, due August 2042 1,406,091 — South Power 2029 Bonds, due May 2029 216,177 96,820 Barcarena Term Loan, due February 2024 194,427 — Vessel Term Loan Facility, due September 2024 — 408,991 Debenture Loan, due September 2024 — 40,665 Revolving Facility — 200,000 Subtotal (excluding lessor VIE loans) 4,541,685 3,465,184 Nanook SPV facility, due September 2030 — 186,638 Penguin SPV facility, due December 2025 — 90,035 Celsius SPV facility, due September 2023/ May 2027 — 113,273 Total debt $ 4,541,685 $ 3,855,130 Current portion of long-term debt $ 64,820 $ 97,251 Long-term debt 4,476,865 3,757,879 |
Fair Value, by Balance Sheet Grouping | The following table presents the Company’s financial assets and financial liabilities, including those that are measured at fair value, as of December 31, 2022 and 2021: Level 1 Level 2 Level 3 Total December 31, 2022 Assets Investment in equity securities $ 10,128 $ — $ 7,678 $ 17,806 Interest rate swap — 11,650 — 11,650 Commodity swap — 104,797 — 104,797 Liabilities Contingent consideration derivative liabilities $ — $ — $ 46,619 $ 46,619 December 31, 2021 Assets Investment in equity securities $ 11,195 $ — $ 7,678 $ 18,873 Liabilities Contingent consideration derivative liabilities $ — $ — $ 48,849 $ 48,849 Cross-currency interest rate swap — 2,167 — 2,167 Interest rate swap — 19,762 — 19,762 |
Gain (Loss) on Securities | The table below summarizes the fair value adjustment to the contingent consideration derivative liabilities measured at Level 3 in the fair value hierarchy. These adjustments have been recorded within Other (income) expense, net in the consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, 2022 2021 2020 Contingent consideration derivative liabilities - Fair value adjustment - loss (gain) $ 703 $ (341) $ 4,408 During the years ended December 31, 2022 and 2021, the Company had no financial instruments transfer in or out of Level 3 in the fair value hierarchy. |
Restricted cash (Tables)
Restricted cash (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restricted Cash [Abstract] | |
Restricted Cash | As of December 31, 2022 and 2021, restricted cash consisted of the following: December 31, December 31, Cash restricted under the terms of loan agreements $ 124,085 $ — Cash held by lessor VIEs — 35,651 Collateral for letters of credit and performance bonds 41,392 27,614 Collateral for interest rate swaps 2,500 12,500 Other restricted cash — 756 Total restricted cash $ 167,977 $ 76,521 Current restricted cash $ 165,396 $ 68,561 Non-current restricted cash (Note 17) 2,581 7,960 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | As of December 31, 2022 and 2021, inventory consisted of the following: December 31, December 31, LNG and natural gas inventory $ 15,398 $ 16,815 Automotive diesel oil inventory 8,164 4,789 Bunker fuel, materials, supplies and other 15,508 15,578 Total inventory $ 39,070 $ 37,182 |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | As of December 31, 2022 and 2021, prepaid expenses and other current assets consisted of the following: December 31, December 31, Prepaid expenses $ 56,380 $ 19,951 Recoverable taxes 37,504 33,053 Commodity swap 104,797 — Due from affiliates 698 3,299 Other current assets 27,504 26,812 Total prepaid expenses and other current assets, net $ 226,883 $ 83,115 |
Equity method investments (Tabl
Equity method investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Changes in Equity Method Investments | Changes in the balance of the Company’s equity method investments is as follows: December 31, 2022 December 31, 2021 Equity method investments as of beginning of period $ 1,182,013 $ — Acquisition of equity method investments in the Mergers — 1,179,021 Capital contributions 133,314 — Dividends (29,372) (21,364) Equity in earnings of investees 15,546 14,443 Other-than-temporary impairment (487,765) — Sergipe Sale (500,076) — Foreign currency translation adjustment 78,646 9,913 Equity method investments as of end of period $ 392,306 $ 1,182,013 |
Equity Method Investments | The carrying amount of equity method investments as of December 31, 2022 and 2021 is as follows: December 31, 2022 December 31, 2021 Hilli LLC $ 260,000 $ 366,504 CELSEPAR — 815,509 Energos 132,306 — Total $ 392,306 $ 1,182,013 |
Construction in progress (Table
Construction in progress (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Construction in progress [Abstract] | |
Construction in Progress Activity | The Company’s construction in progress activity during the years ended December 31, 2022 and 2021 is detailed below: December 31, December 31, Balance at beginning of period $ 1,043,883 $ 234,037 Acquisition of construction in progress from business combinations — 128,625 Additions 1,482,871 790,395 Asset impairment expense (50,659) — Impact of currency translation adjustment 5,580 (6,428) Transferred to property, plant and equipment, net or finance leases (63,067) (102,746) Balance at end of period $ 2,418,608 $ 1,043,883 |
Property, plant and equipment_2
Property, plant and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | As of December 31, 2022 and 2021, the Company’s property, plant and equipment, net consisted of the following: December 31, December 31, Vessels $ 1,518,839 $ 1,461,211 Terminal and power plant equipment 218,296 206,889 CHP facilities 123,897 122,777 Gas terminals 177,780 167,614 ISO containers and other equipment 134,324 134,775 LNG liquefaction facilities 63,316 63,213 Gas pipelines 65,985 58,987 Land 52,995 55,008 Leasehold improvements 9,377 9,377 Accumulated depreciation (248,082) (141,915) Total property, plant and equipment, net $ 2,116,727 $ 2,137,936 |
Goodwill and intangible assets
Goodwill and intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Carrying Amount of Goodwill | The following table summarizes the changes in the carrying amount of goodwill in the Terminals and Infrastructure segment as of December 31, 2022 and 2021: December 31, December 31, Balance at beginning of period $ 760,135 $ — Acquired in the Mergers — 760,135 Adjustments 16,625 — Balance at end of period $ 776,760 $ 760,135 |
Composition of Intangible Assets | The following tables summarize the composition of intangible assets as of December 31, 2022 and 2021: December 31, 2022 Gross Carrying Accumulated Currency Translation Net Carrying Weighted Definite-lived intangible assets Favorable vessel charter contracts $ 106,500 $ (64,836) $ — $ 41,664 3 Permits and development rights 48,217 (4,115) (2,239) 41,863 38 Easements 1,556 (294) — 1,262 30 Indefinite-lived intangible assets Easements 1,191 — (83) 1,108 n/a Total intangible assets $ 157,464 $ (69,245) $ (2,322) $ 85,897 December 31, 2021 Gross Carrying Accumulated Currency Translation Net Carrying Weighted Definite-lived intangible assets Favorable vessel charter contracts $ 106,500 $ (27,074) $ — $ 79,426 3 Permits and development rights 48,217 (3,311) (119) 44,787 38 Acquired power purchase agreements 16,585 (750) 406 16,241 17 Easements 1,556 (243) — 1,313 30 Indefinite-lived intangible assets Easements 1,191 — (14) 1,177 n/a Total intangible assets $ 174,049 $ (31,378) $ 273 $ 142,944 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated aggregate amortization expense, inclusive of reductions in expense for the amortization of unfavorable contract liabilities assumed in the Mergers, for each of the next five years is: Year ended December 31: 2023 $ 25,146 2024 16,345 2025 3,528 2026 1,272 2027 1,272 Thereafter 37,226 Total $ 84,789 |
Other non-current assets, net (
Other non-current assets, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Schedule of Other Assets, Noncurrent | As of December 31, 2022 and 2021, Other non-current assets consisted of the following: December 31, December 31, Assets held for sale $ 40,685 $ — Contract asset, net (Note 7) 28,651 36,757 Investments in equity securities 17,806 18,873 Cost to fulfill (Note 7) 9,773 10,377 Upfront payments to customers 9,158 9,748 Other 31,005 30,623 Total other non-current assets $ 137,078 $ 106,378 |
Accrued liabilities (Tables)
Accrued liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | As of December 31, 2022 and 2021, accrued liabilities consisted of the following: December 31, December 31, Accrued development costs $ 364,157 $ 101,177 Accrued interest 51,994 61,630 Accrued bonuses 37,739 27,591 Accrued vessel operating and drydocking expenses — 12,767 Accrued dividend 626,310 333 Other accrued expenses 82,212 40,527 Total accrued liabilities $ 1,162,412 $ 244,025 |
Other current liabilities (Tabl
Other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities, Current [Abstract] | |
Components of Other Current Liabilities | As of December 31, 2022 and 2021, Other current liabilities consisted of the following: December 31, December 31, Derivative liabilities $ 19,458 $ 40,092 Deferred revenue 12,748 28,662 Income tax payable 6,261 8,881 Due to affiliates 7,499 9,088 Other current liabilities 6,912 19,313 Total other current liabilities $ 52,878 $ 106,036 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt | The following table summarizes the terms of interest rate swap as of December 31, 2022: Instrument Notional Amount Maturity Dates Fixed Interest Rate Interest rate swap: Receiving floating, pay fixed $ 323,250 March 2026 2.86% As of December 31, 2022 and 2021, debt consisted of the following: December 31, 2022 December 31, 2021 Senior Secured Notes, due September 2025 $ 1,243,351 $ 1,241,196 Senior Secured Notes, due September 2026 1,481,639 1,477,512 Vessel Financing Obligation, due August 2042 1,406,091 — South Power 2029 Bonds, due May 2029 216,177 96,820 Barcarena Term Loan, due February 2024 194,427 — Vessel Term Loan Facility, due September 2024 — 408,991 Debenture Loan, due September 2024 — 40,665 Revolving Facility — 200,000 Subtotal (excluding lessor VIE loans) 4,541,685 3,465,184 Nanook SPV facility, due September 2030 — 186,638 Penguin SPV facility, due December 2025 — 90,035 Celsius SPV facility, due September 2023/ May 2027 — 113,273 Total debt $ 4,541,685 $ 3,855,130 Current portion of long-term debt $ 64,820 $ 97,251 Long-term debt 4,476,865 3,757,879 |
Schedule of Maturities of Long-term Debt | Our outstanding debt as of December 31, 2022 is repayable as follows: December 31, 2022 2023 $ 64,820 2024 269,817 2025 1,307,972 2026 1,565,068 2027 140,247 Thereafter 1,234,361 Total debt $ 4,582,285 Less: deferred finance charges (40,600) Total debt, net deferred finance charges $ 4,541,685 |
Interest Expense | Interest expense, net of amounts capitalized, recognized for the years ended December 31, 2022, 2021 and 2020 consisted of the following: Year Ended December 31, 2022 2021 2020 Interest per contractual rates $ 227,960 $ 175,420 $ 76,176 Interest expense on Vessel Financing Obligation 91,405 — — Amortization of debt issuance costs, premiums and discounts 11,098 8,588 15,471 Interest expense incurred on finance lease obligations 852 409 — Total interest costs $ 331,315 $ 184,417 $ 91,647 Capitalized interest 94,454 30,093 25,924 Total interest expense $ 236,861 $ 154,324 $ 65,723 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The components of the Company’s income (loss) before income taxes for the years ended December 31, 2022, 2021 and 2020 were as follows: Year Ended December 31, 2022 2021 2020 United States $ 551,500 $ (283,363) $ (166,571) Foreign (490,153) 388,535 (92,577) Income (loss) before taxes $ 61,347 $ 105,172 $ (259,148) |
Income Tax Expense | Income tax expense is comprised of the following for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, 2022 2021 2020 Current: Domestic $ 37,831 $ 311 $ — Foreign 118,266 20,975 2,063 Total current tax expense 156,097 21,286 2,063 Deferred: Domestic 5,794 — — Foreign (285,330) (8,825) 2,754 Total deferred tax (benefit) expenses (279,536) (8,825) 2,754 Total (benefit from) provision for income taxes $ (123,439) $ 12,461 $ 4,817 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2022 2021 2020 Income tax at the statutory rate 21.0 % 21.0 % 21.0 % Foreign tax rate differential (25.5) (33.8) 2.9 US taxation on foreign earnings 25.5 9.6 (2.9) Impact from foreign operations (10.7) 1.5 — Change in valuation allowance (22.9) 14.7 (14.1) Income attributable to non-controlling interest 1.3 0.8 (6.4) Effects of share based compensation (39.8) (8.5) — Withholding taxes 12.6 9.5 — Income tax credits (0.3) (2.4) — Sergipe Sale (165.4) — — Outside basis differences (3.2) 2.6 (0.5) Other 6.2 (3.2) (1.9) Effective income tax rate (201.2 %) 11.8 % (1.9 %) |
Schedule of Deferred Tax Assets and Liabilities | The tax effect of each type of temporary difference and carryforward that give rise to a significant deferred tax asset or liability as of December 31, 2022 and 2021 are as follows: Year Ended December 31, 2022 2021 Deferred tax assets: Accrued interest $ 33,262 $ 26,408 IRC Section 163(j) interest carryforward 19,251 21,782 Federal and state net operating loss carryforward 2,900 19,061 Foreign net operating loss carryforward 100,614 43,735 Debt 300,834 — Lease liability 70,241 60,967 Goodwill 51,315 55,394 Other 17,141 26,547 Total deferred tax assets 595,558 253,894 Valuation allowance (130,649) (146,269) Deferred tax assets, net of valuation allowance 464,909 107,625 Deferred tax liabilities: Equity method investments — (252,224) Property and equipment (355,596) (47,205) Right-of-use assets (74,289) (62,403) Investments (2,687) — Commodity swap (22,421) — Deferred income (22,414) — Other (5,417) (9,307) Total deferred tax liabilities $ (482,824) $ (371,139) Net deferred tax liabilities $ (17,915) $ (263,514) |
Valuation Allowance on Deferred Tax Assets | The following table summarizes the changes in the Company’s valuation allowance on deferred tax assets for the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 Balance at the beginning of the period $ 146,269 $ 132,497 Change in valuation allowance (15,620) 13,772 Balance at the end of the period $ 130,649 $ 146,269 |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table summarizes the changes in the Company’s unrecognized tax benefits for the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 Balance at the beginning of the period $ 12,474 $ — Assumed in the Mergers — 12,705 Recognized in the income tax provision — (231) Reduction as a result of Energos Formation Transaction (12,474) — Balance at the end of the period $ — $ 12,474 |
Earnings per share (Tables)
Earnings per share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Year Ended December 31, 2022 2021 2020 Basic Numerator: Net income (loss) $ 184,786 $ 92,711 $ (263,965) Less: net income (loss) attributable to non-controlling interests 9,693 4,393 81,818 Net income (loss) attributable to Class A common stock $ 194,479 $ 97,104 $ (182,147) Denominator: Weighted-average shares - basic 209,501,298 198,593,042 106,654,918 Net income (loss) per share - basic $ 0.93 $ 0.49 $ (1.71) Diluted Numerator: Net income (loss) $ 184,786 $ 92,711 $ (263,965) Less: net income (loss) attributable to non-controlling interests 9,693 4,393 81,818 Less: adjustments attributable to dilutive securities — 2,861 — Net income (loss) attributable to Class A common stock $ 194,479 $ 94,243 $ (182,147) Denominator: Weighted-average shares - diluted 209,854,413 201,703,176 106,654,918 Net income (loss) per share - diluted $ 0.93 $ 0.47 $ (1.71) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents potentially dilutive securities excluded from the computation of diluted net income (loss) per share for the years ended December 31, 2022 and 2020 because its effects would have been anti-dilutive. All potentially dilutive securities are included in the computation of diluted net income for the year ended December 31, 2021. Year Ended December 31, 2022 2021 2020 Unvested RSUs (1) — — 1,538,060 Equity agreement shares (2) 458,696 — 428,275 Total 458,696 — 1,966,335 (1) Represents the number of instruments outstanding at the end of the period. (2) Class A common stock that would be issued in relation to an agreement to issue shares executed in conjunction with a prior year asset acquisition. |
Share-based compensation (Table
Share-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
RSU Activity | The following table summarizes the RSU activity for the year ended December 31, 2022: Restricted Stock Weighted-average Non-vested RSUs as of December 31, 2021 676,338 $ 13.49 Granted 12,196 29.89 Vested (688,534) 13.81 Forfeited — — Non-vested RSUs as of December 31, 2022 — $ — |
Share-based Compensation Expense | The following table summarizes the share-based compensation expense for the Company’s RSUs recorded for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, 2022 2021 2020 Operations and maintenance $ 4 $ 848 $ 800 Selling, general and administrative 2,673 5,728 7,943 Total share-based compensation expense $ 2,677 $ 6,576 $ 8,743 |
Schedule of Nonvested Performance-based Units Activity [Table Text Block] | PSUs Granted Units Granted Range of Vesting Units Vested / Probable of Vesting Unrecognized Weighted Average 2021 Grant 400,507 0 to 801,014 681,204 — 0 2022 Grant 742,073 0 to 1,484,146 — 66,935 1 year (1) Unrecognized compensation cost is based upon the maximum amount of shares that could vest. |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | The table below presents segment information for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, 2022 (in thousands of $) Terminals and Ships⁽²⁾ Total Segment Consolidation and Other⁽³⁾ Consolidated Statement of operations: Total revenues $ 2,168,565 $ 444,616 $ 2,613,181 $ (244,909) $ 2,368,272 Cost of sales (6) 1,142,374 — 1,142,374 (131,946) 1,010,428 Vessel operating expenses — 90,544 90,544 (27,026) 63,518 Operations and maintenance 129,970 — 129,970 (24,170) 105,800 Segment Operating Margin $ 896,221 $ 354,072 $ 1,250,293 $ (61,767) $ 1,188,526 Balance sheet: Total assets (4) $ 5,913,775 $ 1,791,307 $ 7,705,082 $ — $ 7,705,082 Other segmental financial information: Capital expenditures (5) $ 1,482,871 $ 27,127 $ 1,509,998 $ — $ 1,509,998 Year Ended December 31, 2021 (in thousands of $) Terminals and Ships⁽²⁾ Total Segment Consolidation Consolidated Statement of operations: Total revenues $ 1,366,142 $ 329,608 $ 1,695,750 $ (372,940) $ 1,322,810 Cost of sales (6) 789,069 — 789,069 (173,059) 616,010 Vessel operating expenses 3,442 64,385 67,827 (16,150) 51,677 Operations and maintenance 92,424 — 92,424 (19,108) 73,316 Segment Operating Margin $ 481,207 $ 265,223 $ 746,430 $ (164,623) $ 581,807 Balance sheet: Total assets (4) $ 4,775,392 $ 2,101,100 $ 6,876,492 $ — $ 6,876,492 Other segmental financial information: Capital expenditures (5) $ 833,910 $ 8,293 $ 842,203 $ — $ 842,203 Year Ended December 31, 2020 (in thousands of $) Terminals and Ships⁽²⁾ Total Segment Consolidation Consolidated Statement of operations: Total revenues $ 451,650 $ — $ 451,650 $ — $ 451,650 Cost of sales (6) 278,767 — 278,767 — 278,767 Vessel operating expenses — — — — — Operations and maintenance 47,581 — 47,581 — 47,581 Segment Operating Margin $ 125,302 $ — $ 125,302 $ — $ 125,302 Other segmental financial information: Capital expenditures⁽⁵⁾ $ 340,603 $ — $ 340,603 $ — $ 340,603 (1) Prior to the completion of the Sergipe Sale, Terminals and Infrastructure included the Company’s effective share of revenues, expenses and operating margin attributable to the Company's 50% ownership of CELSEPAR. The losses attributable to the investment of $397,874 and $17,925 for the years ended December 31, 2022 and 2021, respectively, are reported in (Loss) income from equity method investments in the consolidated statements of operations and comprehensive income (loss). Terminals and Infrastructure does not include the unrealized mark-to-market earnings and loss on derivative instruments of $106,103 and $2,788 for the years ended December 31, 2022 and 2021, respectively, reported in Cost of sales. (2) Ships includes the Company’s effective share of revenues, expenses and operating margin attributable to the Company's 50% ownership of the Hilli Common Units. The loss and earnings attributable to the investment of $77,132 and $32,368 for the years ended December 31, 2022 and 2021, respectively, are reported in (Loss) income from equity method investments in the consolidated statements of operations and comprehensive income (loss). (3) Consolidation and Other adjusts for the inclusion of the effective share of revenues, expenses and operating margin attributable to the Company's 50% ownership of CELSEPAR and Hilli Common Units in the segment measure and exclusion of the unrealized mark-to-market gain or loss on derivative instruments. (4) Total assets and capital expenditure by segment refers to assets held and capital expenditures related to the development of the Company’s terminals and vessels. The Terminals and Infrastructure segment includes the net book value of vessels utilized within the Terminals and Infrastructure segment. (5) Capital expenditures includes amounts capitalized to construction in progress and additions to property, plant and equipment during the period. (6) Cost of sales is presented exclusive of costs included in Depreciation and amortization in the consolidated statements of operations and comprehensive income (loss). |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | The following table reconciles Net income (loss), the most comparable financial statement measure, to Consolidated Segment Operating Margin: Year Ended December 31, (in thousands of $) 2022 2021 2020 Net income (loss) $ 184,786 $ 92,711 $ (263,965) Add: Selling, general and administrative 236,051 199,881 120,142 Transaction and integration costs 21,796 44,671 4,028 Contract termination charges and loss on mitigation sales — — 124,114 Depreciation and amortization 142,640 98,377 32,376 Interest expense 236,861 154,324 65,723 Other (income) expense, net (48,044) (17,150) 5,005 Tax (benefit) provision (123,439) 12,461 4,817 Asset impairment expense 50,659 — — Loss on extinguishment of debt, net 14,997 10,975 33,062 Loss (income) from equity method investments 472,219 (14,443) — Consolidated Segment Operating Margin $ 1,188,526 $ 581,807 $ 125,302 |
Organization (Details)
Organization (Details) | 12 Months Ended |
Dec. 31, 2022 Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of Operating Segments | 2 |
Significant accounting polici_4
Significant accounting policies - Property Plant and Equipment Net (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |
Anticipated drydocking period | 5 years |
Vessels | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (Yrs) | 5 years |
Vessels | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (Yrs) | 30 years |
Terminal and power plant equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (Yrs) | 4 years |
Terminal and power plant equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (Yrs) | 24 years |
CHP facilities | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (Yrs) | 4 years |
CHP facilities | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (Yrs) | 20 years |
Gas terminals | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (Yrs) | 5 years |
Gas terminals | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (Yrs) | 24 years |
ISO containers and other equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (Yrs) | 3 years |
ISO containers and other equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (Yrs) | 25 years |
LNG liquefaction facilities | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (Yrs) | 20 years |
LNG liquefaction facilities | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (Yrs) | 40 years |
Gas pipelines | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (Yrs) | 4 years |
Gas pipelines | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (Yrs) | 24 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (Yrs) | 2 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (Yrs) | 20 years |
Significant accounting polici_5
Significant accounting policies - Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Abstract] | ||
Impairment of goodwill | $ 0 | $ 0 |
Significant accounting polici_6
Significant accounting policies - Revenue Recognition (Details) - Obligation | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue recognition [Abstract] | ||
Number of performance obligations | 1 | |
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Operating revenue | Operating revenue |
Significant accounting polici_7
Significant accounting policies - Contract Termination Charges and Loss on Mitigation Sales (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Termination charges | $ 0 | $ 105,000,000 | |
Loss on mitigation sales | $ 0 | $ (19,114,000) |
Significant accounting polici_8
Significant accounting policies - Taxation (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Significant accounting policies [Line Items] | ||
Deferred tax assets, net | $ 8,074,000 | $ 5,999,000 |
Deferred tax liabilities | 482,824,000 | $ 371,139,000 |
GILTI | ||
Significant accounting policies [Line Items] | ||
Deferred tax assets, net | 0 | |
Deferred tax liabilities | $ 0 |
Significant accounting polici_9
Significant accounting policies - Equity Method Investments (Details) | Dec. 31, 2022 | Sep. 30, 2022 |
Energos | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest acquired | 20% | 20% |
Acquisitions - Narrative, Hygo
Acquisitions - Narrative, Hygo (Details) $ in Thousands | 12 Months Ended | 21 Months Ended | |||
Apr. 15, 2021 USD ($) Project Carrier GW shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |||||
Total Cash Consideration | $ 0 | $ 1,586,042 | $ 0 | ||
Operating revenue | 1,978,645 | 930,816 | 318,311 | ||
Net income (loss) attributable to parent | $ 194,479 | $ 97,104 | $ (182,147) | ||
Hygo Merger Agreement | |||||
Business Acquisition [Line Items] | |||||
Total Cash Consideration | $ 580,000 | ||||
Number of gas-to-power projects | Project | 3 | ||||
Equity method investments, power plant energy | GW | 1.5 | ||||
Number of carries acquired | Carrier | 2 | ||||
Non-controlling interest | $ 38,306 | ||||
Fair value of receivables | $ 8,009 | ||||
Operating revenue | $ 68,021 | ||||
Net income (loss) attributable to parent | $ (248,131) | ||||
Hygo Merger Agreement | GLNG | |||||
Business Acquisition [Line Items] | |||||
Percentage of interest acquired in power plant | 50% | ||||
Hygo Merger Agreement | Stonepeak | |||||
Business Acquisition [Line Items] | |||||
Percentage of interest acquired in power plant | 50% | ||||
Hygo Merger Agreement | Class A common stock | |||||
Business Acquisition [Line Items] | |||||
Total non-cash consideration (in shares) | shares | 31,372,549 | ||||
Sergipe Facility | |||||
Business Acquisition [Line Items] | |||||
Percentage of interest acquired in power plant | 50% | ||||
Sergipe Facility | CELSEPAR | |||||
Business Acquisition [Line Items] | |||||
Percentage of shares issued capital | 100% |
Acquisitions - Consideration, H
Acquisitions - Consideration, Hygo (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Apr. 15, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||
Total Cash Consideration | $ 0 | $ 1,586,042 | $ 0 | |
Hygo Merger Agreement | ||||
Business Acquisition [Line Items] | ||||
Total Cash Consideration | $ 580,000 | |||
Total Non-Cash Consideration | 1,400,784 | |||
Total Consideration | 1,980,784 | |||
Hygo Merger Agreement | Preferred Shares | ||||
Business Acquisition [Line Items] | ||||
Total Cash Consideration | 180,000 | |||
Hygo Merger Agreement | Common Shares | ||||
Business Acquisition [Line Items] | ||||
Total Cash Consideration | 400,000 | |||
Total Non-Cash Consideration | $ 1,400,784 |
Acquisitions - Assets Acquired
Acquisitions - Assets Acquired and Liabilities Assumed, Hygo (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Apr. 15, 2021 |
Liabilities Assumed | ||
Deferred tax liabilities, net | $ 269,856 | |
Hygo Merger Agreement | ||
Assets Acquired | ||
Cash and cash equivalents | $ 26,641 | |
Restricted cash | 48,183 | |
Accounts receivable | 5,126 | |
Inventory | 1,022 | |
Other current assets | 8,095 | |
Assets under development | 128,625 | |
Property, plant and equipment, net | 385,389 | |
Equity method investments | 823,521 | |
Finance leases, net | 601,000 | |
Deferred tax assets, net | 1,065 | |
Other non-current assets | 52,996 | |
Total assets acquired: | 2,081,663 | |
Liabilities Assumed | ||
Current portion of long-term debt | 38,712 | |
Accounts payable | 3,059 | |
Accrued liabilities | 39,149 | |
Other current liabilities | 13,495 | |
Long-term debt | 433,778 | |
Deferred tax liabilities, net | 273,682 | |
Other non-current liabilities | 21,520 | |
Total liabilities assumed: | 823,395 | |
Non-controlling interest | 38,306 | |
Net assets acquired: | 1,219,962 | |
Goodwill | $ 760,822 |
Acquisitions - Narrative, GMLP
Acquisitions - Narrative, GMLP (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | 21 Months Ended | |||
Apr. 15, 2021 USD ($) Unit Carrier $ / shares | Jun. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) Carrier | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | ||||||
Number of other FSRU fleet acquired | Unit | 6 | |||||
Number of LNG carriers acquired | Carrier | 4 | 5 | ||||
Weighted average amortization period | 18 years | 14 years 8 months 12 days | ||||
Transaction and integration costs | $ 21,796 | $ 44,671 | $ 4,028 | |||
Operating revenue | 1,978,645 | 930,816 | 318,311 | |||
Net income (loss) attributable to parent | 194,479 | $ 97,104 | $ (182,147) | |||
GMLP Merger Agreement | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, share price (in USD per share) | $ / shares | $ 3.55 | |||||
Payments to acquire business | $ 1,151,121 | |||||
Non-controlling interest | 196,156 | |||||
Fair value of receivables | $ 4,797 | |||||
Weighted average amortization period | 3 years | |||||
Transaction and integration costs | $ 3,978 | |||||
Operating revenue | $ 157,434 | |||||
Net income (loss) attributable to parent | $ 134,266 | |||||
Acquisition related costs | $ 33,907 | |||||
GMLP Merger Agreement | Favorable Leases | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 106,500 | |||||
GMLP Merger Agreement | Unfavorable Leases | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 13,400 | |||||
Weighted average amortization period | 1 year |
Acquisitions - Consideration, G
Acquisitions - Consideration, GMLP (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Apr. 15, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||
Cash Consideration | $ 0 | $ 1,586,042 | $ 0 | |
GMLP Merger Agreement | ||||
Business Acquisition [Line Items] | ||||
Cash Consideration | $ 251,329 | |||
GMLP debt repaid in acquisition | 899,792 | |||
Total Cash Consideration | 1,151,121 | |||
Cash settlement of preexisting relationship | (3,978) | |||
Total Consideration | $ 1,147,143 | |||
Business acquisition, share price (in USD per share) | $ 3.55 | |||
GMLP Merger Agreement | Common Units | ||||
Business Acquisition [Line Items] | ||||
Cash Consideration | $ 246,021 | |||
Business acquisition, share price (in USD per share) | $ 3.55 | |||
Total non-cash consideration (in shares) | 69,301,636 | |||
GMLP Merger Agreement | General Partner Interest | ||||
Business Acquisition [Line Items] | ||||
Cash Consideration | $ 5,099 | |||
Business acquisition, share price (in USD per share) | $ 3.55 | |||
Total non-cash consideration (in shares) | 1,436,391 | |||
GMLP Merger Agreement | Partnership Phantom Units | ||||
Business Acquisition [Line Items] | ||||
Cash Consideration | $ 209 | |||
Business acquisition, share price (in USD per share) | $ 3.55 | |||
Total non-cash consideration (in shares) | 58,960 |
Acquisitions - Assets Acquire_2
Acquisitions - Assets Acquired and Liabilities Assumed, GMLP (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Apr. 15, 2021 |
Liabilities Assumed | ||
Deferred tax liabilities, net | $ 269,856 | |
GMLP Merger Agreement | ||
Assets Acquired | ||
Cash and cash equivalents | $ 41,461 | |
Restricted cash | 24,816 | |
Accounts receivable | 3,195 | |
Inventory | 2,151 | |
Other current assets | 2,789 | |
Equity method investments | 355,500 | |
Property, plant and equipment, net | 1,063,215 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 106,500 | |
Deferred tax assets, net | 963 | |
Other non-current assets | 4,400 | |
Total assets acquired: | 1,604,990 | |
Liabilities Assumed | ||
Current portion of long-term debt | 158,073 | |
Accounts payable | 3,019 | |
Accrued liabilities | 17,226 | |
Other current liabilities | 73,774 | |
Deferred tax liabilities, net | 14,907 | |
Other non-current liabilities | 10,630 | |
Total liabilities assumed: | 277,629 | |
Non-controlling interest | 196,156 | |
Net assets acquired: | 1,131,205 | |
Goodwill | $ 15,938 |
Acquisitions - Pro Forma (Detai
Acquisitions - Pro Forma (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenue | $ 1,429,361 | $ 813,079 |
Net income (loss) | 75,415 | (339,909) |
Net income (loss) attributable to stockholders | $ 62,059 | $ (264,075) |
Acquisitions - Pro Forma Narrat
Acquisitions - Pro Forma Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Acquisition [Line Items] | |||
Net income (loss) attributable to parent | $ 194,479 | $ 97,104 | $ (182,147) |
Acquisition-related Costs | |||
Asset Acquisition [Line Items] | |||
Net income (loss) attributable to parent | $ 37,885 |
Acquisitions - Asset Acquisitio
Acquisitions - Asset Acquisitions Narrative (Details) - USD ($) $ in Thousands | Mar. 11, 2021 | Jan. 12, 2021 |
CH4 Energia Ltda. | ||
Asset Acquisition [Abstract] | ||
Percentage of outstanding shares acquired | 100% | |
Cash consideration at date of merger | $ 903 | |
Maximum future payments contingent on achieving certain construction milestones | 3,600 | |
Fair value of contingent payments | 3,047 | |
Acquisition related costs | 295 | |
Total purchase consideration | 5,776 | |
Deferred tax liability recognized on acquisition | $ 1,531 | |
Pecem Energia S.A. and Energetica Camacari Muricy II S.A. | ||
Asset Acquisition [Abstract] | ||
Cash consideration at date of merger | $ 8,041 | |
Maximum future payments contingent on achieving certain construction milestones | 10,500 | |
Fair value of contingent payments | 7,473 | |
Acquisition related costs | 1,275 | |
Total purchase consideration | $ 16,585 | |
Term of power purchase agreements | 15 years | |
Maximum future payments payable to shareholders | $ 4,600 | |
Pecem Energia S.A. | ||
Asset Acquisition [Abstract] | ||
Percentage of outstanding shares acquired | 100% | |
Energetica Camacari Muricy II S.A. | ||
Asset Acquisition [Abstract] | ||
Percentage of outstanding shares acquired | 100% |
Energos Formation Transaction (
Energos Formation Transaction (Details) $ in Thousands | 12 Months Ended | |||
Aug. 15, 2022 USD ($) Vessel | Dec. 31, 2022 USD ($) Vessel | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||
Purchase agreement, consideration received | $ | $ 1,850,000 | |||
Number of vessels sold | 8 | |||
Number of additional vessels contributed | 3 | |||
Number of vessels subject to long term charter agreements | 10 | |||
Number of vessels | 11 | 11 | ||
Loss on extinguishment of debt, net | $ | $ 14,997 | $ 10,975 | $ 33,062 | |
Vessel Term Loan And VIE Arrangements | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Loss on extinguishment of debt, net | $ | $ 14,449 | |||
Vessels | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Lessee, finance lease, term of contract | 20 years | |||
Energos Infrastructure | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership interest acquired | 20% |
VIEs - Narrative (Details)
VIEs - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 USD ($) arrangement | Dec. 31, 2022 USD ($) Vessel | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Variable Interest Entity [Line Items] | ||||
Number of vessels leased | Vessel | 4 | |||
Number of vessels terminated | arrangement | 3 | |||
Addition to interest expenses | $ 6,348 | $ 11,766 | ||
Loss on extinguishment of debt, net | 14,997 | 10,975 | $ 33,062 | |
Variable interest entity, net cash provided by (used in) financing activities | $ 400,622 | $ 236,916 | ||
Dividends payable | $ 4,000 | |||
Variable Interest Entity, Primary Beneficiary | ||||
Variable Interest Entity [Line Items] | ||||
Loss on extinguishment of debt, net | $ 9,082 |
Revenue recognition - Narrative
Revenue recognition - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2022 USD ($) Vessel | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Aug. 15, 2022 Vessel | |
Disaggregation of Revenue [Line Items] | ||||
Operating revenue | $ 1,978,645,000 | $ 930,816,000 | $ 318,311,000 | |
Receivables, revenue from contracts with customers | 280,382,000 | 192,533,000 | ||
Accounts receivable, allowance for credit loss, current | 884,000 | 164,000 | ||
Contract with customer, receivable, after allowance for credit loss | 401,000 | 442,000 | ||
Unbilled receivables net of current expected credit losses | 36,483,000 | 43,839,000 | ||
Capitalized contract cost, net | 10,377,000 | 10,981,000 | ||
Other current assets | 604,000 | 604,000 | ||
Other noncurrent assets | $ 9,773,000 | 10,377,000 | ||
Number of vessels where sale has not been recognized | Vessel | 10 | |||
Number of vessels | Vessel | 11 | 11 | ||
Revenue from third party charters | $ 135,899,000 | |||
Proceeds from sale of other assets | 593,000,000 | |||
Derecognition of lease, loss | 14,598,000 | |||
Vessel charter revenue | 357,158,000 | 230,809,000 | 0 | |
Due from affiliates | 698,000 | 3,299,000 | ||
Cargo Sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenue | 1,175,866,000 | 462,695,000 | $ 0 | |
CELSE | ||||
Disaggregation of Revenue [Line Items] | ||||
Direct financing lease, interest income | 28,643,000 | 32,880,000 | ||
Vessel charter revenue | 5,549,000 | |||
Amounts due from affiliates | 6,428,000 | |||
Due from affiliates | $ 5,852,000 | $ 2,057,000 |
Revenue recognition - Other Rev
Revenue recognition - Other Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Other revenue | $ 32,469 | $ 161,185 | $ 133,339 |
Development Services [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Other revenue | 0 | 125,924 | 129,753 |
Development Services [Member] | Natural Gas and Natural Gas Liquids [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Other revenue | 4,371 | ||
Interest Income and Other Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Other revenue | $ 32,469 | $ 35,261 | $ 3,586 |
Revenue recognition - Contract
Revenue recognition - Contract Liabilities and Contract Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Contract assets, net - current | $ 8,083 | $ 7,462 |
Contract assets, net - non-current | 28,651 | 36,757 |
Total contract assets, net | 36,734 | 44,219 |
Contract liabilities | 12,748 | 2,951 |
Revenue recognized in the year from: | ||
Amounts included in contract liabilities at the beginning of the year | $ 2,951 | $ 8,028 |
Revenue recognition - Performan
Revenue recognition - Performance Obligation (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 10,143,290 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 262,290 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 506,864 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 503,038 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 500,821 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 497,498 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 7,872,779 |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
Revenue recognition - Carrying
Revenue recognition - Carrying Amount of Leased Property Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Property, plant and equipment | $ 1,292,957 | $ 1,274,234 |
Accumulated depreciation | (80,233) | (31,849) |
Property, plant and equipment, net | $ 1,212,724 | $ 1,242,385 |
Revenue recognition - Component
Revenue recognition - Components of Lease Income from Vessel Operating Lease (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Operating lease income | $ 328,366 | $ 214,193 |
Variable lease income | 22,940 | 11,067 |
Total operating lease income | $ 351,306 | $ 225,260 |
Leases, as lessee - Right-of-us
Leases, as lessee - Right-of-use assets, Current Lease Liabilities and Non-Current Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating right-of-use assets | $ 355,883 | $ 285,751 |
Finance leases, net | 21,994 | 23,912 |
Total right-of-use assets | $ 377,877 | $ 309,663 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total current lease liabilities | Total current lease liabilities |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total current lease liabilities | Total current lease liabilities |
Current lease liabilities: | ||
Operating lease liabilities | $ 44,371 | $ 43,395 |
Finance lease liabilities | 4,370 | 3,719 |
Total current lease liabilities | $ 48,741 | $ 47,114 |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Total non-current lease liabilities | Total non-current lease liabilities |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Total non-current lease liabilities | Total non-current lease liabilities |
Non-current lease liabilities: | ||
Operating lease liabilities | $ 290,899 | $ 219,189 |
Finance lease liabilities | 11,222 | 14,871 |
Total non-current lease liabilities | 302,121 | 234,060 |
Finance lease, right-of-use asset, accumulated amortization | $ 2,134 | $ 622 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Total right-of-use assets | Total right-of-use assets |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Total right-of-use assets | Total right-of-use assets |
Leases, as lessee - Components
Leases, as lessee - Components of Operating Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Fixed lease cost | $ 75,771 | $ 41,054 |
Variable lease cost | 2,203 | 1,711 |
Short-term lease cost | 20,129 | 6,974 |
Lease cost - Cost of sales | 87,610 | 41,147 |
Lease cost - Operations and maintenance | 3,681 | 2,343 |
Lease cost - Selling, general and administrative | $ 6,812 | $ 6,249 |
Leases, as lessee - Narrative (
Leases, as lessee - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Lease, cost | $ 20,403 | $ 15,568 |
Operating lease, weighted average remaining lease term | 8 years 3 months 18 days | |
Finance lease, weighted average remaining lease term | 4 years 3 months 18 days | |
Operating lease, weighted average discount rate, percent | 8.50% | 8.70% |
Finance lease, weighted average discount rate, percent | 5.10% | 5.10% |
Leases, as lessee - Depreciatio
Leases, as lessee - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Interest expense related to finance leases | $ 852 | $ 409 |
Amortization of right-of-use asset related to finance leases | $ 1,512 | $ 622 |
Leases, as lessee - Supplementa
Leases, as lessee - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating cash outflows for operating lease liabilities | $ 96,698 | $ 46,066 |
Financing cash outflows for finance lease liabilities | 3,697 | 2,156 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 135,075 | 172,996 |
Right-of-use assets obtained in exchange for new finance lease liabilities | $ 0 | $ 24,533 |
Leases, as lessee - Future Paym
Leases, as lessee - Future Payments Due under Operating and Finance Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Leases | ||
2023 | $ 69,305 | |
2024 | 67,414 | |
2025 | 58,957 | |
2026 | 50,978 | |
2027 | 50,503 | |
Thereafter | 182,451 | |
Total Lease Payments | 479,608 | |
Less: effects of discounting | 144,338 | |
Present value of lease liabilities | 335,270 | |
Current lease liability | 44,371 | $ 43,395 |
Non-current lease liability | 290,899 | 219,189 |
Financing Leases | ||
2023 | 5,064 | |
2024 | 4,380 | |
2025 | 4,380 | |
2026 | 2,625 | |
2027 | 89 | |
Thereafter | 941 | |
Total Lease Payments | 17,479 | |
Less: effects of discounting | 1,887 | |
Present value of lease liabilities | 15,592 | |
Finance lease liabilities | 4,370 | 3,719 |
Non-current lease liability | $ 11,222 | $ 14,871 |
Financial instruments - Narrati
Financial instruments - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) MMBTU $ / MMBTU | Sep. 30, 2022 MMBTU $ / MMBTU | Dec. 31, 2023 USD ($) | Dec. 31, 2021 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Collateral for interest rate swaps | $ 2,500 | $ 2,500 | $ 12,500 | |||
Swap, January 2023 Deliveries | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Energy of commodity swap transaction | MMBTU | 1.5 | |||||
Underlying, derivative energy measure (in dollars per MMBtu) | $ / MMBTU | 61.87 | |||||
Gain (loss) on settlement of swap | $ 36,479 | |||||
Swap, November 2022 Deliveries | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Energy of commodity swap transaction | MMBTU | 3,300 | |||||
Gain (loss) on settlement of swap | $ 20,996 | |||||
Commodity swap | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Energy of commodity swap transaction | MMBTU | 6,800,000 | |||||
Underlying, derivative energy measure (in dollars per MMBtu) | $ / MMBTU | 40.55 | |||||
Commodity swap | Forecast | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Gain (loss) on settlement of swap | $ 104,797 | |||||
Maximum | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Collateral for interest rate swaps | $ 12,500 |
Financial instruments - Interes
Financial instruments - Interest Rate and Currency Risk Management (Details) - Interest rate swap: Receiving floating, pay fixed $ in Thousands | Dec. 31, 2022 USD ($) |
Derivatives, Fair Value [Line Items] | |
Notional Amount (in thousands) | $ 323,250 |
Fixed Interest Rate | 2.86% |
Financial instruments - Financi
Financial instruments - Financial Assets and Financial Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Non- Derivatives [Abstract] | ||
Investment in equity securities | $ 17,806 | $ 18,873 |
Interest rate swap | ||
Non- Derivatives [Abstract] | ||
Assets | 11,650 | |
Derivatives [Abstract] | ||
Liabilities | 19,762 | |
Commodity swap | ||
Non- Derivatives [Abstract] | ||
Assets | 104,797 | |
Contingent consideration derivative liabilities | ||
Derivatives [Abstract] | ||
Liabilities | 46,619 | 48,849 |
Cross-currency interest rate swap | ||
Derivatives [Abstract] | ||
Liabilities | 2,167 | |
Level 1 | ||
Non- Derivatives [Abstract] | ||
Investment in equity securities | 10,128 | 11,195 |
Level 1 | Interest rate swap | ||
Non- Derivatives [Abstract] | ||
Assets | 0 | |
Derivatives [Abstract] | ||
Liabilities | 0 | |
Level 1 | Commodity swap | ||
Non- Derivatives [Abstract] | ||
Assets | 0 | |
Level 1 | Contingent consideration derivative liabilities | ||
Derivatives [Abstract] | ||
Liabilities | 0 | 0 |
Level 1 | Cross-currency interest rate swap | ||
Derivatives [Abstract] | ||
Liabilities | 0 | |
Level 2 | ||
Non- Derivatives [Abstract] | ||
Investment in equity securities | 0 | 0 |
Level 2 | Interest rate swap | ||
Non- Derivatives [Abstract] | ||
Assets | 11,650 | |
Derivatives [Abstract] | ||
Liabilities | 19,762 | |
Level 2 | Commodity swap | ||
Non- Derivatives [Abstract] | ||
Assets | 104,797 | |
Level 2 | Contingent consideration derivative liabilities | ||
Derivatives [Abstract] | ||
Liabilities | 0 | 0 |
Level 2 | Cross-currency interest rate swap | ||
Derivatives [Abstract] | ||
Liabilities | 2,167 | |
Level 3 | ||
Non- Derivatives [Abstract] | ||
Investment in equity securities | 7,678 | 7,678 |
Level 3 | Interest rate swap | ||
Non- Derivatives [Abstract] | ||
Assets | 0 | |
Derivatives [Abstract] | ||
Liabilities | 0 | |
Level 3 | Commodity swap | ||
Non- Derivatives [Abstract] | ||
Assets | 0 | |
Level 3 | Contingent consideration derivative liabilities | ||
Derivatives [Abstract] | ||
Liabilities | $ 46,619 | 48,849 |
Level 3 | Cross-currency interest rate swap | ||
Derivatives [Abstract] | ||
Liabilities | $ 0 |
Financial instruments - Summary
Financial instruments - Summary of Fair Value Adjustment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Contingent consideration derivative liabilities - Fair value adjustment - loss (gain) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value adjustment loss (gain) | $ 703 | $ (341) | $ 4,408 |
Restricted cash - Summary of Re
Restricted cash - Summary of Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Restricted Cash [Abstract] | ||
Cash restricted under the terms of loan agreements | $ 124,085 | $ 0 |
Cash held by lessor VIEs | 0 | 35,651 |
Collateral for letters of credit and performance bonds | 41,392 | 27,614 |
Collateral for interest rate swaps | 2,500 | 12,500 |
Other restricted cash | 0 | 756 |
Total restricted cash | 167,977 | 76,521 |
Current restricted cash | 165,396 | 68,561 |
Non-current restricted cash (Note 17) | $ 2,581 | $ 7,960 |
Inventory - Summary of Inventor
Inventory - Summary of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
LNG and natural gas inventory | $ 15,398 | $ 16,815 |
Automotive diesel oil inventory | 8,164 | 4,789 |
Bunker fuel, materials, supplies and other | 15,508 | 15,578 |
Total inventory | $ 39,070 | $ 37,182 |
Inventory - Narrative (Details)
Inventory - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |||
Inventory Write-down | $ 0 | $ 0 | $ 0 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Prepaid expenses | $ 56,380,000 | $ 19,951,000 |
Recoverable taxes | 37,504,000 | 33,053,000 |
Commodity swap | 104,797,000 | 0 |
Due from affiliates | 698,000 | 3,299,000 |
Other current assets | 27,504,000 | 26,812,000 |
Total prepaid expenses and other current assets, net | 226,883,000 | 83,115,000 |
LNG liquefaction facilities | ||
Property, Plant and Equipment [Line Items] | ||
Total prepaid expenses and other current assets, net | $ 34,882,000 | $ 0 |
Equity method investments - Nar
Equity method investments - Narrative (Details) R$ in Millions | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) repayment GW | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 BRL (R$) GW | Oct. 03, 2022 USD ($) | Oct. 03, 2022 BRL (R$) | Sep. 30, 2022 BRL (R$) | |
Schedule of Equity Method Investments [Line Items] | ||||||||
Capital contributions | $ 133,314,000 | $ 0 | ||||||
Equity method investment, difference between carrying amount and underlying equity | 16,976,000 | 792,995,000 | ||||||
Share purchase agreement, payments to acquire shares | R$ | R$ 11 | R$ 59 | ||||||
Other-than-temporary impairment | 487,765,000 | 0 | ||||||
Proceeds received from sale of equity method investment | 500,076,000 | 0 | $ 0 | |||||
(Loss) income from equity method investments | (472,219,000) | $ 14,443,000 | $ 0 | |||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Hilli Exchange | Subsequent Event [Member] | Forecast | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Noncash or part noncash divestiture, amount of consideration received | $ 4,100,000 | |||||||
Proceeds received from sale of equity method investment | $ 100,000,000 | |||||||
Foreign currency forward purchase | Level 3 | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Fair value adjustment loss (gain) | $ (20,394,000) | |||||||
Eneva | Certificate Of Interbank Deposit | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Share purchase agreement, basis spread on variable rate | 1% | |||||||
Hilli LLC | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership interest acquired | 50% | 50% | ||||||
Other-than-temporary impairment | $ 118,558,000 | |||||||
Percentage of reimbursements to other investors | 50% | |||||||
Period of liquefaction tolling agreement | 8 years | |||||||
Period of distributions after end of each quarter | 60 days | |||||||
Equity method investment, distribution received, reimbursement of operating expenses | $ 2,000,000 | |||||||
Period of bareboat charter agreement | 10 years | |||||||
Postconstruction financing amount | $ 960,000,000 | |||||||
Number of consecutive equal quarterly repayments | repayment | 40 | |||||||
Percentage of repayments in construction cost | 1.375% | |||||||
Variable interest rate | 4.15% | |||||||
Equity method investments, fair value disclosure | $ 260,558,000 | |||||||
Hilli LLC | Minimum | Measurement Input, Discount Rate | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity securities, FV-NI, measurement input | 0.115 | 0.115 | ||||||
Hilli LLC | Maximum | Measurement Input, Discount Rate | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity securities, FV-NI, measurement input | 0.135 | 0.135 | ||||||
CELSEPAR | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership interest acquired | 50% | 50% | ||||||
Share purchase agreement, payments to acquire shares | R$ | R$ 6100 | |||||||
Share purchase agreement, transaction closing costs | $ 1,300,000,000 | R$ 6800 | ||||||
Other-than-temporary impairment | $ 369,207,000 | |||||||
CELSEPAR | Ebrasil | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Power plant energy (GW) | GW | 1.7 | 1.7 | ||||||
Energos | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership interest acquired | 20% | 20% | 20% | |||||
Capital contributions | $ 129,518,000 | |||||||
(Loss) income from equity method investments | $ 2,788,000 |
Equity method investments - Cha
Equity method investments - Changes in Equity Method Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity Method Investments [Roll Forward] | ||
Equity method investments as of beginning of period | $ 1,182,013 | $ 0 |
Acquisition of equity method investments in the Mergers | 0 | 1,179,021 |
Capital contributions | 133,314 | 0 |
Dividends | (29,372) | (21,364) |
Equity in earnings of investees | 15,546 | 14,443 |
Other-than-temporary impairment | (487,765) | 0 |
Sergipe Sale | (500,076) | 0 |
Foreign currency translation adjustment | 78,646 | 9,913 |
Equity method investments as of end of period | $ 392,306 | $ 1,182,013 |
Equity method investments - Car
Equity method investments - Carrying Amount of Equity Method Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 392,306 | $ 1,182,013 | $ 0 |
Hilli LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | 260,000 | 366,504 | |
CELSEPAR | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | 0 | 815,509 | |
Energos | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 132,306 | $ 0 |
Construction in progress (Detai
Construction in progress (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Construction in Progress [Roll Forward] | |||
Balance at beginning of period | $ 1,043,883 | $ 234,037 | |
Acquisition of construction in progress from business combinations | 0 | 128,625 | |
Additions | 1,482,871 | 790,395 | |
Asset impairment expense | (50,659) | 0 | $ 0 |
Impact of currency translation adjustment | 5,580 | (6,428) | |
Transferred to property, plant and equipment, net or finance leases | (63,067) | (102,746) | |
Balance at end of period | $ 2,418,608 | $ 1,043,883 | $ 234,037 |
Construction in progress - Narr
Construction in progress - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Long-Lived Assets Held-for-sale [Line Items] | |||
Interest expense | $ 236,861 | $ 154,324 | $ 65,723 |
Additions | 1,482,871 | 790,395 | |
Asset impairment expense | 50,659 | 0 | 0 |
Construction in Progress | |||
Long-Lived Assets Held-for-sale [Line Items] | |||
Interest expense | 94,454 | $ 30,093 | $ 25,924 |
FAST LNG Projects | |||
Long-Lived Assets Held-for-sale [Line Items] | |||
Additions | $ 1,218,101 |
Property, plant and equipment_3
Property, plant and equipment, net - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | $ (248,082) | $ (141,915) |
Total property, plant and equipment, net | 2,116,727 | 2,137,936 |
Vessels | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,518,839 | 1,461,211 |
Total property, plant and equipment, net | 1,328,553 | |
Terminal and power plant equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 218,296 | 206,889 |
CHP facilities | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 123,897 | 122,777 |
Gas terminals | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 177,780 | 167,614 |
ISO containers and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 134,324 | 134,775 |
LNG liquefaction facilities | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 63,316 | 63,213 |
Gas pipelines | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 65,985 | 58,987 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 52,995 | 55,008 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 9,377 | $ 9,377 |
Property, plant and equipment_4
Property, plant and equipment, net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | $ 2,116,727 | $ 2,137,936 | |
Depreciation | 104,823 | 80,220 | $ 32,116 |
Vessels | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | 1,328,553 | ||
Cost of Sales | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 954 | $ 1,167 | $ 927 |
Goodwill and intangible asset_2
Goodwill and intangible assets - Goodwill Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Balance at beginning of period | $ 760,135 | |
Acquired in the Mergers | 0 | $ 760,135 |
Balance at end of period | 776,760 | 760,135 |
Terminals and Infrastructure | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period | 760,135 | 0 |
Adjustments | 16,625 | 0 |
Balance at end of period | $ 776,760 | $ 760,135 |
Goodwill and intangible asset_3
Goodwill and intangible assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Definite-lived intangible assets | ||
Accumulated Amortization | $ (69,245) | $ (31,378) |
Net Carrying Amount | 84,789 | |
Indefinite-lived intangible assets | ||
Total intangible assets, Gross Carrying Amount | 157,464 | 174,049 |
Total Intangible Assets, Currency Translation Adjustment | (2,322) | 273 |
Total Intangible Assets, Net Carrying Amount | 85,897 | 142,944 |
Easements | ||
Indefinite-lived intangible assets | ||
Gross Carrying Amount | 1,191 | 1,191 |
Currency Translation Adjustment | (83) | (14) |
Net Carrying Amount | 1,108 | 1,177 |
Favorable vessel charter contracts | ||
Definite-lived intangible assets | ||
Gross Carrying Amount | 106,500 | 106,500 |
Accumulated Amortization | (64,836) | (27,074) |
Currency Translation Adjustment | 0 | 0 |
Net Carrying Amount | $ 41,664 | $ 79,426 |
Weighted Average Life | 3 years | 3 years |
Permits and development rights | ||
Definite-lived intangible assets | ||
Gross Carrying Amount | $ 48,217 | $ 48,217 |
Accumulated Amortization | (4,115) | (3,311) |
Currency Translation Adjustment | (2,239) | (119) |
Net Carrying Amount | $ 41,863 | $ 44,787 |
Weighted Average Life | 38 years | 38 years |
Acquired power purchase agreements | ||
Definite-lived intangible assets | ||
Gross Carrying Amount | $ 16,585 | |
Accumulated Amortization | (750) | |
Currency Translation Adjustment | 406 | |
Net Carrying Amount | $ 16,241 | |
Weighted Average Life | 17 years | |
Easements | ||
Definite-lived intangible assets | ||
Gross Carrying Amount | $ 1,556 | $ 1,556 |
Accumulated Amortization | (294) | (243) |
Currency Translation Adjustment | 0 | 0 |
Net Carrying Amount | $ 1,262 | $ 1,313 |
Weighted Average Life | 30 years | 30 years |
Goodwill and intangible asset_4
Goodwill and intangible assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Weighted average amortization period | 18 years | 14 years 8 months 12 days | |
Amortization of intangibles | $ 37,162 | $ 18,609 | $ 1,120 |
Goodwill and intangible asset_5
Goodwill and intangible assets - Estimated aggregate amortization expense (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 25,146 |
2024 | 16,345 |
2025 | 3,528 |
2026 | 1,272 |
2027 | 1,272 |
Thereafter | 37,226 |
Total | $ 84,789 |
Other non-current assets, net_2
Other non-current assets, net (Details) $ in Thousands, R$ in Millions | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 BRL (R$) | Dec. 31, 2022 USD ($) SalesContract | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 BRL (R$) | |
Asset Acquisition [Line Items] | |||||
Assets held for sale | $ 40,685 | $ 0 | |||
Contract asset, net (Note 7) | 28,651 | 36,757 | |||
Investments in equity securities | 17,806 | 18,873 | |||
Cost to fulfill (Note 7) | 9,773 | 10,377 | |||
Upfront payments to customers | 9,158 | 9,748 | |||
Other | 31,005 | 30,623 | |||
Total other non-current assets | 137,078 | 106,378 | |||
Equity securities, FV-NI, unrealized gain (loss) | (1,067) | 8,254 | $ (2,284) | ||
Equity securities without readily determinable fair value, amount | $ 7,678 | $ 7,678 | |||
Number of sales contracts | SalesContract | 2 | ||||
Share purchase agreement, payments to acquire shares | R$ | R$ 59 | R$ 11 | |||
Liabilities held for sale, other long-term liabilities | $ 23,543 | ||||
Assets held-for-sale, cash balance | $ 11,614 | ||||
Newco | Centrais Eletricas de Pernambuco S.A (EPESA) | |||||
Asset Acquisition [Line Items] | |||||
Share purchase agreement, percentage of shares subsequently sold | 100% |
Accrued liabilities (Details)
Accrued liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | ||
Accrued development costs | $ 364,157 | $ 101,177 |
Accrued interest | 51,994 | 61,630 |
Accrued bonuses | 37,739 | 27,591 |
Accrued vessel operating and drydocking expenses | 0 | 12,767 |
Accrued dividend | 626,310 | 333 |
Other accrued expenses | 82,212 | 40,527 |
Total accrued liabilities | 1,162,412 | $ 244,025 |
Liquefied Natural Gas | ||
Inventory [Line Items] | ||
Other accrued expenses | $ 45,511 |
Other current liabilities (Deta
Other current liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Liabilities, Current [Abstract] | ||
Derivative liabilities | $ 19,458 | $ 40,092 |
Deferred revenue | 12,748 | 28,662 |
Income tax payable | 6,261 | 8,881 |
Due to affiliates | 7,499 | 9,088 |
Other current liabilities | 6,912 | 19,313 |
Total other current liabilities | $ 52,878 | $ 106,036 |
Debt - Summary of Long Term Deb
Debt - Summary of Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Debt (excluding lessor VIE loans) | $ 4,541,685 | $ 3,465,184 |
Total debt, net deferred finance charges | 4,541,685 | 3,855,130 |
Current portion of long-term debt | 64,820 | 97,251 |
Long-term debt | 4,476,865 | 3,757,879 |
Revolving Facility | ||
Debt Instrument [Line Items] | ||
Debt (excluding lessor VIE loans) | 0 | 200,000 |
Senior Secured Notes, due September 2025 | ||
Debt Instrument [Line Items] | ||
Debt (excluding lessor VIE loans) | 1,243,351 | 1,241,196 |
Senior Secured Notes, due September 2026 | ||
Debt Instrument [Line Items] | ||
Debt (excluding lessor VIE loans) | 1,481,639 | 1,477,512 |
Vessel Financing Obligation, due August 2042 | ||
Debt Instrument [Line Items] | ||
Debt (excluding lessor VIE loans) | 1,406,091 | 0 |
South Power 2029 Bonds, due May 2029 | ||
Debt Instrument [Line Items] | ||
Debt (excluding lessor VIE loans) | 216,177 | 96,820 |
Total debt, net deferred finance charges | 221,824 | |
Barcarena Term Loan, due February 2024 | ||
Debt Instrument [Line Items] | ||
Debt (excluding lessor VIE loans) | 194,427 | 0 |
Vessel Term Loan Facility, due September 2024 | ||
Debt Instrument [Line Items] | ||
Debt (excluding lessor VIE loans) | 0 | 408,991 |
Debenture Loan, due September 2024 | ||
Debt Instrument [Line Items] | ||
Debt (excluding lessor VIE loans) | 0 | 40,665 |
Nanook SPV facility, due September 2030 | ||
Debt Instrument [Line Items] | ||
Total debt, net deferred finance charges | 0 | 186,638 |
Penguin SPV facility, due December 2025 | ||
Debt Instrument [Line Items] | ||
Total debt, net deferred finance charges | 0 | 90,035 |
Celsius SPV facility, due September 2023/ May 2027 | ||
Debt Instrument [Line Items] | ||
Total debt, net deferred finance charges | $ 0 | $ 113,273 |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding Debt Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2021 |
Debt Disclosure [Abstract] | |||
2023 | $ 64,820 | ||
2024 | 269,817 | ||
2025 | 1,307,972 | ||
2026 | 1,565,068 | ||
2027 | 140,247 | ||
Thereafter | 1,234,361 | ||
Total debt | 4,582,285 | ||
Less: deferred finance charges | (40,600) | $ (5,398) | |
Total debt, net deferred finance charges | $ 4,541,685 | $ 3,855,130 |
Debt - 2025 Senior Secured Note
Debt - 2025 Senior Secured Notes (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Senior Secured Notes [Abstract] | |||||
Deferred financing costs | $ 40,600,000 | $ 5,398,000 | |||
Senior Secured Notes, due September 2025 | |||||
Senior Secured Notes [Abstract] | |||||
Debt instrument, face amount | $ 250,000,000 | $ 1,000,000,000 | |||
Fixed interest rate | 6.75% | ||||
Deferred financing costs | $ 6,649,000 | $ 8,804,000 |
Debt - 2026 Senior Secured Note
Debt - 2026 Senior Secured Notes (Details) - USD ($) | 1 Months Ended | ||
Apr. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Senior Secured Notes [Abstract] | |||
Deferred financing costs | $ 5,398,000 | $ 40,600,000 | |
Senior Secured Notes, due September 2026 | |||
Senior Secured Notes [Abstract] | |||
Debt instrument, face amount | $ 1,500,000,000 | ||
Fixed interest rate | 6.50% | ||
Issuance price percentage | 100% | ||
Fees incurred | $ 25,217,000 | ||
Deferred financing costs | $ 18,361,000 | $ 22,488,000 |
Debt - Vessel Financing Obligat
Debt - Vessel Financing Obligation (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Aug. 15, 2022 | Apr. 30, 2021 |
Debt Instrument [Line Items] | |||
Deferred financing costs | $ 40,600 | $ 5,398 | |
Vessels | |||
Debt Instrument [Line Items] | |||
Lessee, finance lease, term of contract | 20 years | ||
Vessels | Financing Transaction Obligation | |||
Debt Instrument [Line Items] | |||
Lessee, finance lease, term of contract | 20 years | ||
Vessel Financing Obligation, due August 2042 | Financing Transaction Obligation | |||
Debt Instrument [Line Items] | |||
Effective interest rate | 15.90% | ||
Debt instrument, fee amount | $ 10,010 | ||
Deferred financing costs | $ 6,866 | 7,015 | |
Nanook | Financing Transaction Obligation | |||
Debt Instrument [Line Items] | |||
Debt instrument, fee amount | $ 2,995 |
Debt - South Power 2029 Bonds N
Debt - South Power 2029 Bonds Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | ||||
Aug. 31, 2021 | Dec. 31, 2022 | Mar. 01, 2022 | Dec. 31, 2021 | Apr. 30, 2021 | |
Debt Instrument [Line Items] | |||||
Total debt, net deferred finance charges | $ 4,541,685 | $ 3,855,130 | |||
Deferred financing costs | 40,600 | $ 5,398 | |||
South Power 2029 Bonds, due May 2029 | |||||
Debt Instrument [Line Items] | |||||
Outstanding principal balance | 121,824 | ||||
Total debt, net deferred finance charges | 221,824 | ||||
Fixed interest rate | 6.50% | ||||
Fees incurred | 258 | ||||
Deferred financing costs | 5,647 | $ 3,180 | |||
South Power 2029 Bonds, due May 2029 | Maximum | |||||
Debt Instrument [Line Items] | |||||
Outstanding principal balance | $ 285,000 | ||||
CHP Secured Facility | |||||
Debt Instrument [Line Items] | |||||
Proceeds from lines of credit | $ 100,000 | ||||
Fees incurred | $ 3,243 |
Debt - Barcarena Term Loan Narr
Debt - Barcarena Term Loan Narrative (Details) - USD ($) | 3 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2022 | Apr. 30, 2021 | |
Debt Instrument [Line Items] | |||
Deferred financing costs | $ 40,600,000 | $ 5,398,000 | |
Line of Credit | Barcarena Term Loan, due February 2024 | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 200,000,000 | ||
Line of credit facility, commitment fee percentage | 1.90% | ||
Deferred financing costs | $ 4,011,000 | $ 3,077,000 | |
Line of Credit | Barcarena Term Loan, due February 2024 | Secured Overnight Financing Rate | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 4.70% |
Debt - Vessel Term Loan Facilit
Debt - Vessel Term Loan Facility Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Aug. 03, 2022 USD ($) | Sep. 30, 2021 USD ($) Carrier Vessel | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Apr. 30, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||
Total debt, net deferred finance charges | $ 4,541,685 | $ 3,855,130 | |||
Deferred financing costs | 40,600 | $ 5,398 | |||
Revolving Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, fee amount | $ 5,172 | ||||
Deferred financing costs | 3,807 | ||||
Vessel Term Loan Facility, due September 2024 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument initial borrowed amount | $ 430,000 | ||||
Frequency of payments | quarterly | ||||
Debt instrument, periodic payment | $ 15,357 | ||||
Debt instrument, fee amount | $ 6,324 | ||||
Floating storage and regasification vessels | Vessel | 3 | ||||
Number of liquified natural gas carriers | Carrier | 4 | ||||
Debt Instrument, collateral amount | $ 660,567 | ||||
Vessel Term Loan Facility, due September 2024 | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 3% | ||||
Line of Credit | Vessel Term Loan Facility, due September 2024 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, fee amount | $ 1,150 | ||||
Total debt, net deferred finance charges | 498,929 | ||||
Proceeds from long-term lines of credit | 113,850 | ||||
Deferred financing costs | 5,367 | ||||
Line of Credit | Vessel Term Loan Facility, due September 2024 | Revolving Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from long-term lines of credit, accordion feature | $ 115,000 |
Debt - Debenture Loan Narrative
Debt - Debenture Loan Narrative (Details) $ in Thousands, R$ in Millions | 12 Months Ended | |||||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 BRL (R$) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 BRL (R$) | |
Debt Instrument [Line Items] | ||||||
Total debt, net deferred finance charges | $ 4,541,685 | $ 3,855,130 | ||||
Loss on extinguishment of debt, net | 14,997 | $ 10,975 | $ 33,062 | |||
Debenture Loan, due September 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding principal balance | $ 44,566 | R$ 255.6 | ||||
Variable interest rate | 2.65% | |||||
Debenture Loan | Brazilian Debentures Due September 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Total debt, net deferred finance charges | $ 39,200 | R$ 198.6 | ||||
Loss on extinguishment of debt, net | $ 548 |
Debt - Revolving Facility Narra
Debt - Revolving Facility Narrative (Details) $ in Thousands | 1 Months Ended | ||
Apr. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) | May 31, 2022 USD ($) | |
Line of Credit Facility [Abstract] | |||
Extended maturity period | 1 year | ||
Maximum debt to capitalization ratio | 0.7 | ||
Deferred financing costs | $ 5,398 | $ 40,600 | |
Revolving Facility | |||
Line of Credit Facility [Abstract] | |||
Outstanding principal balance | 200,000 | ||
Line of credit facility increase in commitment amount | $ 125,000 | ||
Issuance of letter of credit | $ 440,000 | ||
Letters of credit | 100,000 | ||
Deferred financing costs | $ 3,807 | ||
Fees incurred | $ 5,172 | ||
Revolving Facility | December 31, 2021 through September 30, 2023 | |||
Line of Credit Facility [Abstract] | |||
Maximum debt to annualized EBITDA ratio | 5 | ||
Revolving Facility | Fiscal Quarter Ended Through December 31, 2023 | |||
Line of Credit Facility [Abstract] | |||
Maximum debt to annualized EBITDA ratio | 4 | ||
Revolving Facility | Interest Rate Floor | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Abstract] | |||
Variable interest rate | 0% | ||
Revolving Facility | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||
Line of Credit Facility [Abstract] | |||
Variable interest rate | 0.15% | ||
Revolving Facility | Minimum | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Abstract] | |||
Variable interest rate | 2.50% | ||
Revolving Facility | Maximum | |||
Line of Credit Facility [Abstract] | |||
Percentage of commitments usage under credit facility | 50% | ||
Revolving Facility | Maximum | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Abstract] | |||
Variable interest rate | 2.75% |
Debt - Summary of Interest Expe
Debt - Summary of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Total interest expense | $ 236,861 | $ 154,324 | $ 65,723 |
Financing interest expense, non-cash | 84,517 | ||
Debt | |||
Debt Instrument [Line Items] | |||
Interest per contractual rates | 227,960 | 175,420 | 76,176 |
Interest expense on Vessel Financing Obligation | 91,405 | 0 | 0 |
Amortization of debt issuance costs, premiums and discounts | 11,098 | 8,588 | 15,471 |
Interest expense incurred on finance lease obligations | 852 | 409 | 0 |
Total interest costs | 331,315 | 184,417 | 91,647 |
Capitalized interest | 94,454 | 30,093 | 25,924 |
Total interest expense | $ 236,861 | $ 154,324 | $ 65,723 |
Debt, Lessor VIE Debt (Details)
Debt, Lessor VIE Debt (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2018 | Dec. 31, 2022 USD ($) Facility | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Lessor VIE Debt [Abstract] | ||||||
Tax (benefit) provision | $ (14,997) | $ (10,975) | $ (33,062) | |||
Nanook SPV Facility | CCBFL | ||||||
Lessor VIE Debt [Abstract] | ||||||
Fixed interest rate | 2.50% | |||||
Nanook SPV Facility | AVIC | ||||||
Lessor VIE Debt [Abstract] | ||||||
Maturity period | 12 years | |||||
Penguin SPV Facility | COSCO | London Interbank Offered Rate (LIBOR) | ||||||
Lessor VIE Debt [Abstract] | ||||||
Variable interest rate | 1.70% | |||||
Penguin SPV Facility | AVIC | ||||||
Lessor VIE Debt [Abstract] | ||||||
Maturity period | 6 years | |||||
Celsius SPV Facility | AVIC | ||||||
Lessor VIE Debt [Abstract] | ||||||
Maturity period | 7 years | |||||
Fixed interest rate | 4% | |||||
Penguin, Celsius, and Nanook Vessels | ||||||
Lessor VIE Debt [Abstract] | ||||||
Payment from exercise of option to terminate sale leaseback agreement | $ 380,176 | |||||
Tax (benefit) provision | $ 9,082 | |||||
Golar Celsius SPV Facility Due December 31, 2023/December 31, 2027 [Member] | AVIC | ||||||
Lessor VIE Debt [Abstract] | ||||||
Number of long-term loan facilities | Facility | 2 | |||||
Golar Celsius SPV Facility Due December 31, 2023/December 31, 2027 [Member] | AVIC | London Interbank Offered Rate (LIBOR) | Facility One [Member] | ||||||
Lessor VIE Debt [Abstract] | ||||||
Variable interest rate | 1.80% |
Income taxes - Components of In
Income taxes - Components of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Line Items] | |||
Income (loss) before taxes | $ 61,347 | $ 105,172 | $ (259,148) |
United States | |||
Income Tax Disclosure [Line Items] | |||
Income (loss) before taxes | 551,500 | (283,363) | (166,571) |
Foreign | |||
Income Tax Disclosure [Line Items] | |||
Income (loss) before taxes | $ (490,153) | $ 388,535 | $ (92,577) |
Income taxes - Income Tax Expen
Income taxes - Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Domestic | $ 37,831 | $ 311 | $ 0 |
Foreign | 118,266 | 20,975 | 2,063 |
Total current tax expense | 156,097 | 21,286 | 2,063 |
Deferred: | |||
Domestic | 5,794 | 0 | 0 |
Foreign | (285,330) | (8,825) | 2,754 |
Total deferred tax (benefit) expenses | (279,536) | (8,825) | 2,754 |
Total (benefit from) provision for income taxes | $ (123,439) | $ 12,461 | $ 4,817 |
Income taxes - Reconciliation o
Income taxes - Reconciliation of Income tax to Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income tax at the statutory rate | 21% | 21% | 21% |
Foreign tax rate differential | (25.50%) | (33.80%) | 2.90% |
US taxation on foreign earnings | 25.50% | 9.60% | (2.90%) |
Impact from foreign operations | (10.70%) | 1.50% | 0% |
Change in valuation allowance | (22.90%) | 14.70% | (14.10%) |
Income attributable to non-controlling interest | 1.30% | 0.80% | (6.40%) |
Effects of share based compensation | (39.80%) | (8.50%) | 0% |
Withholding taxes | 12.60% | 9.50% | 0% |
Income tax credits | (0.30%) | (2.40%) | 0% |
Sergipe Sale | (165.40%) | 0% | 0% |
Outside basis differences | (3.20%) | 2.60% | (0.50%) |
Other | 6.20% | (3.20%) | (1.90%) |
Effective income tax rate | (201.20%) | 11.80% | (1.90%) |
Income taxes - Narrative (Detai
Income taxes - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Line Items] | |||
Effective tax rate | (201.20%) | 11.80% | (1.90%) |
Deferred tax liabilities, net | $ 269,856 | ||
Offset percentage of future taxable income | 80% | ||
Deferred tax assets, operating loss carryforwards, foreign | $ 401,369 | ||
Deferred tax assets, operating loss carryforwards, subject to expiration | 75,999 | ||
Unrecognized tax benefits, interest on income taxes expense | 1,371 | ||
Unrecognized tax benefits, interest on income taxes accrued | $ 3,667 | ||
Liability for uncertainty in income taxes, noncurrent | $ 6,309 | ||
Foreign tax rate differential | (25.50%) | (33.80%) | 2.90% |
Tax (benefit) provision | $ (123,439) | $ 12,461 | $ 4,817 |
Minimum | |||
Income Tax Disclosure [Line Items] | |||
Tax examinations open period in other foreign jurisdictions | 4 years | ||
Maximum | |||
Income Tax Disclosure [Line Items] | |||
Tax examinations open period in other foreign jurisdictions | 6 years | ||
Foreign | |||
Income Tax Disclosure [Line Items] | |||
Effective tax rate | 0% | ||
United States | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | $ 13,447 | ||
State and Local Jurisdiction | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | 1,983 | ||
Internal Revenue Service (IRS) | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards annual limitation | $ 5,431 | ||
Puerto Rico | |||
Income Tax Disclosure [Line Items] | |||
Effective tax rate | 4% | ||
Foreign tax rate differential | 4% | ||
Tax (benefit) provision | $ 10,605 | $ 14,047 | |
Income (loss) from continuing operations, per diluted share (in dollars per share) | $ 0.05 | $ 0.07 |
Income taxes - Significant Defe
Income taxes - Significant Deferred Tax Asset or Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | |||
Accrued interest | $ 33,262 | $ 26,408 | |
IRC Section 163(j) interest carryforward | 19,251 | 21,782 | |
Federal and state net operating loss carryforward | 2,900 | 19,061 | |
Foreign net operating loss carryforward | 100,614 | 43,735 | |
Debt | 300,834 | 0 | |
Lease liability | 70,241 | 60,967 | |
Goodwill | 51,315 | 55,394 | |
Other | 17,141 | 26,547 | |
Total deferred tax assets | 595,558 | 253,894 | |
Valuation allowance | (130,649) | (146,269) | $ (132,497) |
Deferred tax assets, net of valuation allowance | 464,909 | 107,625 | |
Deferred tax liabilities: | |||
Equity method investments | 0 | (252,224) | |
Property and equipment | (355,596) | (47,205) | |
Right-of-use assets | (74,289) | (62,403) | |
Investments | (2,687) | 0 | |
Commodity swap | (22,421) | 0 | |
Deferred income | (22,414) | 0 | |
Other | (5,417) | (9,307) | |
Total deferred tax liabilities | (482,824) | (371,139) | |
Net deferred tax liabilities | $ (17,915) | $ (263,514) |
Income taxes - Changes in Valua
Income taxes - Changes in Valuation Allowance on Deferred Tax Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Tax Assets, Valuation Allowance [Roll Forward] | ||
Balance at the beginning of the period | $ 146,269 | $ 132,497 |
Change in valuation allowance | (15,620) | 13,772 |
Balance at the end of the period | $ 130,649 | $ 146,269 |
Income taxes - Uncertain Taxes
Income taxes - Uncertain Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at the beginning of the period | $ 12,474 | $ 0 |
Assumed in the Mergers | 0 | 12,705 |
Recognized in the income tax provision | 0 | (231) |
Reduction as a result of Energos Formation Transaction | (12,474) | 0 |
Balance at the end of the period | $ 0 | $ 12,474 |
Earnings per share - Summary (D
Earnings per share - Summary (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net income (loss) | $ 184,786 | $ 92,711 | $ (263,965) |
Less: net income (loss) attributable to non-controlling interests | 9,693 | 4,393 | 81,818 |
Net income (loss) attributable to Class A common stock | $ 194,479 | $ 97,104 | $ (182,147) |
Denominator: | |||
Weighted average number of shares outstanding - basic (in shares) | 209,501,298 | 198,593,042 | 106,654,918 |
Net income (loss) per share - basic (in dollars per share) | $ 0.93 | $ 0.49 | $ (1.71) |
Numerator: | |||
Net income (loss) | $ 184,786 | $ 92,711 | $ (263,965) |
Less: net income (loss) attributable to non-controlling interests | 9,693 | 4,393 | 81,818 |
Less: adjustments attributable to dilutive securities | 0 | 2,861 | 0 |
Net income (loss) attributable to Class A common stock | $ 194,479 | $ 94,243 | $ (182,147) |
Denominator: | |||
Weighted average number of shares outstanding - diluted (in shares) | 209,854,413 | 201,703,176 | 106,654,918 |
Net income (loss) per share - diluted (in dollars per share) | $ 0.93 | $ 0.47 | $ (1.71) |
Earnings per share - Potentiall
Earnings per share - Potentially Dilutive (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount (in dollars per share) | 458,696 | 0 | 1,966,335 |
Unvested RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount (in dollars per share) | 0 | 0 | 1,538,060 |
Shannon Equity Agreement shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount (in dollars per share) | 458,696 | 0 | 428,275 |
Earnings per share - Narrative
Earnings per share - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 12, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Dividends | $ 725,360 | $ 88,388 | $ (34,011) | ||
Dividends payable | $ 4,000 | ||||
Dividends paid | 99,050 | $ 88,756 | $ 33,742 | ||
Class A common stock | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Dividends | $ 82,974 | ||||
Dividend per share (in dollars per share) | $ 3 | $ 0.10 | |||
Dividends payable | $ 626,310 | ||||
Series A Preferred Units | GMLP Merger Agreement | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Dividends paid | $ 12,076 | ||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 8.75% |
Share-based compensation - Narr
Share-based compensation - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vested (in shares) | 681,204 | 0 | ||
Restricted stock award, forfeitures | $ 0 | $ 212,000 | $ 914,000 | |
Unvested RSU | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vested (in shares) | 688,534 | |||
Share-based payment arrangement, expense | $ 2,677,000 | $ 6,576,000 | $ 8,743,000 | |
Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based payment arrangement, expense | $ 27,705,000 | |||
Performance Shares | Minimum | Employees and Non-employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vested (in shares) | 0 | 0 |
Share-based compensation - Perf
Share-based compensation - Performance Share Units (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of Vesting (in shares) | 681,204 | 0 | |
Performance Shares | Employees and Non-employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units Granted (in shares) | 742,073 | 400,507 | |
Unrecognized compensation cost | $ 66,935 | $ 0 | |
Weighted Average Remaining Vesting Period | 1 year | 0 years | |
Performance Shares | Employees and Non-employees | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of Vesting (in shares) | 0 | 0 | |
Performance Shares | Employees and Non-employees | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of Vesting (in shares) | 1,484,146,000 | 801,014,000 |
Share-based compensation - Summ
Share-based compensation - Summary of RSU Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2022 | |
Restricted Stock Units | ||
Vested (in shares) | (681,204) | 0 |
Unvested RSU | ||
Restricted Stock Units | ||
Non-vested RSUs, beginning balance (in shares) | 676,338 | |
Granted (in shares) | 12,196 | |
Vested (in shares) | (688,534) | |
Forfeited (in shares) | 0 | |
Non-vested RSUs, ending balance (in shares) | 0 | |
Weighted-average grant date fair value per share | ||
Non-vested RSUs, beginning balance (in dollars per share) | $ 13.49 | |
Granted (in dollars per share) | 29.89 | |
Vested (in dollars per share) | 13.81 | |
Forfeited (in dollars per share) | 0 | |
Non-vested RSUs, ending balance (in dollars per share) | $ 0 |
Share-based compensation - Su_2
Share-based compensation - Summary of Share Based Compensation Expense (Details) - Unvested RSU - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 2,677 | $ 6,576 | $ 8,743 |
Operations and maintenance | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 4 | 848 | 800 |
Selling, general and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 2,673 | $ 5,728 | $ 7,943 |
Related party transactions - Ma
Related party transactions - Management Services Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Related party transaction, selling, general and administrative expenses from transactions with related party | $ 5,087 | $ 6,509 | $ 7,291 |
Related party transaction, amounts of transaction | 3,714 | 4,466 | $ 2,483 |
Fortress | |||
Related Party Transaction [Line Items] | |||
Due to affiliate | 4,629 | 5,700 | |
Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Due to affiliate | $ 416 | $ 944 |
Related party transactions - La
Related party transactions - Land Lease Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Operating lease liabilities | $ 290,899 | $ 219,189 | |
Land | |||
Related Party Transaction [Line Items] | |||
Operating lease liabilities | 3,340 | 3,314 | |
Florida East Coast Industries | Land | Operating Expense | |||
Related Party Transaction [Line Items] | |||
Lease expense | $ 506 | $ 526 | $ 730 |
Related party transactions - De
Related party transactions - DevTech Narrative (Details) - DevTech Investment - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Percentage of shares issued capital | 10% | |
Percentage of note payable purchased by affiliate | 10% | |
Repayments of related party debt | $ 988 | |
Restructured expense | 408 | $ 176 |
Notes payable, related parties | $ 80 | $ 88 |
Related party transactions - Fo
Related party transactions - Fortress Affiliated Entities Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Related party transaction, expenses from transactions with related party | $ 857 | $ 799 | $ 204 |
Fortress Affiliated Entities | |||
Related Party Transaction [Line Items] | |||
Related party transaction, expenses from transactions with related party | 2,453 | 2,444 | $ 2,357 |
Amounts due from affiliates | 700 | 1,241 | |
Due to affiliate | $ 2,455 | $ 2,444 |
Related party transactions - Ag
Related party transactions - Agency Agreement with PT Pesona Sentra Utama Narrative (Details) - PT Pesona - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction, Due from (to) Related Party [Abstract] | ||
Percentage of shares issued capital | 51% | |
Vessel management fees, charges | $ 537 | $ 434 |
Related party transactions - Hi
Related party transactions - Hilli Guarantees Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction, Due from (to) Related Party [Abstract] | ||
Fair value of debt guarantee after amortization | $ 4,327,311 | $ 3,910,425 |
Hilli Guarantees | ||
Related Party Transaction, Due from (to) Related Party [Abstract] | ||
Percentage agreed to assume the outstanding principal and interest amount | 50% | |
Free liquid assets | $ 30,000 | |
Consolidated tangible net worth | 124,000 | |
Letter of credit guarantee amount | 323,250 | 356,250 |
Hilli Guarantees | Other Current Liabilities | ||
Related Party Transaction, Due from (to) Related Party [Abstract] | ||
Fair value of debt guarantee after amortization | 2,320 | 4,918 |
Hilli Guarantees | Other Noncurrent Liabilities | ||
Related Party Transaction, Due from (to) Related Party [Abstract] | ||
Fair value of debt guarantee after amortization | $ 2,320 | |
Hilli Guarantees | Maximum | ||
Related Party Transaction, Due from (to) Related Party [Abstract] | ||
Letter of credit guarantee, liable for outstanding amounts that are payable | $ 19,000 | |
Net debt to EBITDA ratio | 6.5 |
Related party transactions - CE
Related party transactions - CELSE Inventory Purchases Narrative (Details) - CELSE MMBTU in Millions | 3 Months Ended |
Dec. 31, 2022 USD ($) MMBTU | |
Related Party Transaction, Due from (to) Related Party [Abstract] | |
LNG inventory purchased | MMBTU | 3.1 |
Related party transaction, purchases from related party | $ 35,173,000 |
Due to related parties, current | $ 0 |
Customer concentrations (Detail
Customer concentrations (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Customer | Dec. 31, 2021 USD ($) Customer | Dec. 31, 2020 USD ($) Customer | |
Concentration Risk [Line Items] | |||
Total revenues | $ 2,368,272 | $ 1,322,810 | $ 451,650 |
UNITED STATES | |||
Concentration Risk [Line Items] | |||
Total revenues | 246,628 | 203,477 | 135,702 |
Long-lived assets | 1,695,604 | 633,125 | |
Non-US | |||
Concentration Risk [Line Items] | |||
Total revenues | 2,121,644 | 1,119,333 | $ 315,948 |
Long-lived assets | $ 3,809,080 | $ 4,722,589 | |
Revenue Benchmark | |||
Concentration Risk [Line Items] | |||
Concentration risk, customer | Customer | 2 | 3 | 3 |
Customer Concentration Risk | Revenue Benchmark | Two Customers | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 42% | ||
Customer Concentration Risk | Revenue Benchmark | Three Customers | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 48% | 88% |
Segments - Narrative (Details)
Segments - Narrative (Details) | 12 Months Ended | |
Apr. 15, 2021 Carrier | Dec. 31, 2022 Storage Segment Carrier | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | Segment | 2 | |
Number of FSRUs acquired | Storage | 5 | |
Number of LNG carriers acquired | Carrier | 4 | 5 |
CELSEPAR | ||
Segment Reporting Information [Line Items] | ||
Ownership interest acquired | 50% | |
Hilli LLC | ||
Segment Reporting Information [Line Items] | ||
Ownership interest acquired | 50% | |
Terminals and Infrastructure | CELSEPAR | ||
Segment Reporting Information [Line Items] | ||
Ownership interest acquired | 50% | |
Ships | Hilli LLC | ||
Segment Reporting Information [Line Items] | ||
Ownership interest acquired | 50% |
Segments - Summary of Segment I
Segments - Summary of Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of operations [Abstract] | |||
Total revenues | $ 2,368,272 | $ 1,322,810 | $ 451,650 |
Cost of sales | 1,010,428 | 616,010 | 278,767 |
Vessel operating expenses | 63,518 | 51,677 | 0 |
Operations and maintenance | 105,800 | 73,316 | 47,581 |
Segment Operating Margin | 1,188,526 | 581,807 | 125,302 |
Balance sheet: | |||
Total assets | 7,705,082 | 6,876,492 | |
Other segmental financial information: | |||
Capital expenditures | 1,509,998 | 842,203 | 340,603 |
(Loss) income from equity method investments | $ (472,219) | 14,443 | 0 |
CELSEPAR | |||
Other segmental financial information: | |||
Ownership interest acquired | 50% | ||
Hilli LLC | |||
Other segmental financial information: | |||
Ownership interest acquired | 50% | ||
Terminals and Infrastructure | |||
Other segmental financial information: | |||
(Loss) income from equity method investments | $ (397,874) | (17,925) | |
Terminals and Infrastructure | Cost of Sales | |||
Other segmental financial information: | |||
Unrealized gain (loss) on derivatives | $ 106,103 | 2,788 | |
Terminals and Infrastructure | CELSEPAR | |||
Other segmental financial information: | |||
Ownership interest acquired | 50% | ||
Ships | |||
Other segmental financial information: | |||
(Loss) income from equity method investments | $ 77,132 | 32,368 | |
Ships | Hilli LLC | |||
Other segmental financial information: | |||
Ownership interest acquired | 50% | ||
Operating Segments | |||
Statement of operations [Abstract] | |||
Total revenues | $ 2,613,181 | 1,695,750 | 451,650 |
Cost of sales | 1,142,374 | 789,069 | 278,767 |
Vessel operating expenses | 90,544 | 67,827 | 0 |
Operations and maintenance | 129,970 | 92,424 | 47,581 |
Segment Operating Margin | 1,250,293 | 746,430 | 125,302 |
Balance sheet: | |||
Total assets | 7,705,082 | 6,876,492 | |
Other segmental financial information: | |||
Capital expenditures | 1,509,998 | 842,203 | 340,603 |
Operating Segments | Terminals and Infrastructure | |||
Statement of operations [Abstract] | |||
Total revenues | 2,168,565 | 1,366,142 | 451,650 |
Cost of sales | 1,142,374 | 789,069 | 278,767 |
Vessel operating expenses | 0 | 3,442 | 0 |
Operations and maintenance | 129,970 | 92,424 | 47,581 |
Segment Operating Margin | 896,221 | 481,207 | 125,302 |
Balance sheet: | |||
Total assets | 5,913,775 | 4,775,392 | |
Other segmental financial information: | |||
Capital expenditures | 1,482,871 | 833,910 | 340,603 |
Operating Segments | Ships | |||
Statement of operations [Abstract] | |||
Total revenues | 444,616 | 329,608 | 0 |
Cost of sales | 0 | 0 | 0 |
Vessel operating expenses | 90,544 | 64,385 | 0 |
Operations and maintenance | 0 | 0 | 0 |
Segment Operating Margin | 354,072 | 265,223 | 0 |
Balance sheet: | |||
Total assets | 1,791,307 | 2,101,100 | |
Other segmental financial information: | |||
Capital expenditures | 27,127 | 8,293 | 0 |
Consolidation and Other | |||
Statement of operations [Abstract] | |||
Total revenues | (244,909) | (372,940) | 0 |
Cost of sales | (131,946) | (173,059) | 0 |
Vessel operating expenses | (27,026) | (16,150) | 0 |
Operations and maintenance | (24,170) | (19,108) | 0 |
Segment Operating Margin | (61,767) | (164,623) | 0 |
Balance sheet: | |||
Total assets | 0 | 0 | |
Other segmental financial information: | |||
Capital expenditures | $ 0 | $ 0 | $ 0 |
Segments - Reconciliation of Ne
Segments - Reconciliation of Net loss to Operating Margin (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | |||
Net income (loss) | $ 184,786 | $ 92,711 | $ (263,965) |
Add: | |||
Selling, general and administrative | 236,051 | 199,881 | 120,142 |
Transaction and integration costs | 21,796 | 44,671 | 4,028 |
Contract termination charges and loss on mitigation sales | 0 | 0 | 124,114 |
Depreciation and amortization | 142,640 | 98,377 | 32,376 |
Interest expense | 236,861 | 154,324 | 65,723 |
Other (income) expense, net | (48,044) | (17,150) | 5,005 |
Tax (benefit) provision | (123,439) | 12,461 | 4,817 |
Asset impairment expense | 50,659 | 0 | 0 |
Loss on extinguishment of debt, net | 14,997 | 10,975 | 33,062 |
(Loss) income from equity method investments | 472,219 | (14,443) | 0 |
Segment Operating Margin | $ 1,188,526 | $ 581,807 | $ 125,302 |
Subsequent events (Details)
Subsequent events (Details) - Subsequent Event [Member] - Revolving Credit Facility - Line of Credit $ in Thousands | Feb. 07, 2023 USD ($) |
Subsequent Event [Line Items] | |
Issuance of letter of credit | $ 741,700 |
Line of credit facility, increase limit | $ 301,700 |
Schedule II (Details)
Schedule II (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Retained earnings (Accumulated deficit) | $ 62,080 | $ (132,399) | |
Accounting Standards Update 2019-04 | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Retained earnings (Accumulated deficit) | $ 229 | ||
Allowance for expected credit losses | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | 2,159 | 545 | 0 |
Additions | 835 | 1,614 | 545 |
Deductions | (1,468) | 0 | 0 |
Balance at End of Year | $ 1,526 | $ 2,159 | $ 545 |