UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number: 001-41352
Excelerate Energy, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
87-2878691
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
2445 Technology Forest Blvd., Level 6
The Woodlands, TX
77381
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (832) 813-7100
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share
EE
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 5, 2025, there were 32,001,057 shares of Excelerate Energy, Inc.’s Class A Common Stock, $0.001 par value per share, and 82,021,389 shares of Excelerate Energy, Inc.’s Class B Common Stock, par value $0.001 per share, outstanding.
TABLE OF CONTENTS
PART I.
FINANCIAL INFORMATION
Item 1.
Financial Statements
5
Consolidated Balance Sheets
Consolidated Statements of Income
6
Consolidated Statements of Comprehensive Income
7
Consolidated Statements of Changes in Equity
8
Consolidated Statements of Cash Flows
10
Notes to Consolidated Financial Statements
11
Note 1 – General business information
Note 2 – Summary of significant accounting policies
Note 3 – Acquisition
12
Note 4 – Fair value of financial instruments
14
Note 5 – Accounts receivable, net
Note 6 – Derivative financial instruments
15
Note 7 – Other current assets
16
Note 8 – Property and equipment, net
Note 9 – Accrued liabilities
17
Note 10 – Long-term debt, net
Note 11 – Long-term debt – related party
18
Note 12 – Equity
19
Note 13 – Earnings per share
21
Note 14 – Leases
Note 15 – Revenue
22
Note 16 – Long-term incentive compensation
25
Note 17 – Income taxes
27
Note 18 – Related party transactions
28
Note 19 – Concentration risk
Note 20 – Commitments and contingencies
Note 21 – Supplemental noncash disclosures for consolidated statement of cash flows
29
Note 22 – Accumulated other comprehensive income
30
Note 23 – Subsequent events
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
31
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
42
Item 4.
Controls and Procedures
PART II.
OTHER INFORMATION
Legal Proceedings
44
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
45
Signatures
46
2
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Form 10-Q”) contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), about Excelerate Energy, Inc. (“Excelerate” and together with its subsidiaries, “we,” “us,” “our” or the “Company”) and our industry that involve substantial risks and uncertainties. All statements other than statements of historical fact including, without limitation, statements regarding our future results of operations or financial condition, business strategy and plans, expansion plans and strategy, economic conditions, both generally and in particular in the regions in which we operate or plan to operate, objectives of management for future operations and the Acquisition (as defined herein) and financing thereof, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “consider,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions.
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”), this Form 10-Q and our other filings with the Securities and Exchange Commission (“SEC”), including, but not limited to, the following:
3
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Form 10-Q. For example, the current global economic uncertainty and geopolitical climate, including wars and conflicts, and world or regional health events, including pandemics and epidemics and governmental and third-party responses thereto, may give rise to risks that are currently unknown or amplify the risks associated with many of the foregoing events or factors. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Form 10-Q. While we believe that the statements provided herein are supported by information obtained in a reasonable manner, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
The forward-looking statements made in this Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Form 10-Q to reflect events or circumstances after the date of this Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.
4
PART I – FINANCIAL INFORMATION
Consolidated Balance SheetsAs of June 30, 2025 and December 31, 2024
June 30, 2025
December 31, 2024
(Unaudited)
ASSETS
(In thousands)
Current assets
Cash and cash equivalents
$
425,998
537,522
Current portion of restricted cash
3,245
2,612
Accounts receivable, net
78,831
119,960
Current portion of net investments in sales-type leases
45,367
43,471
Other current assets
55,898
50,714
Total current assets
609,339
754,279
Restricted cash
14,838
14,361
Property and equipment, net
2,098,767
1,622,896
Intangible assets, net
365,378
—
Goodwill
249,240
Operating lease right-of-use assets
177,123
4,563
Net investments in sales-type leases
353,817
376,814
Investments in equity method investee
19,801
19,295
Deferred tax assets, net
31,295
27,559
Other assets
90,482
63,448
Total assets
4,010,080
2,883,215
LIABILITIES AND EQUITY
Current liabilities
Accounts payable
20,586
7,135
Accrued liabilities and other liabilities
101,902
70,022
Current portion of deferred revenues
34,670
58,185
Current portion of long-term debt
20,097
46,793
Current portion of long-term debt – related party
9,291
8,943
Current portion of operating lease liabilities
23,217
1,551
Current portion of finance lease liabilities
24,212
23,475
Total current liabilities
233,975
216,104
Long-term debt, net
926,141
286,760
Long-term debt, net – related party
156,836
161,952
Operating lease liabilities
149,098
3,447
Finance lease liabilities
156,457
167,908
TRA liability
58,955
58,736
Asset retirement obligations
50,163
43,690
Long-term deferred revenues
27,430
27,722
Other long-term liabilities
101,622
28,395
Total liabilities
1,860,677
994,714
Commitments and contingencies (Note 20)
Class A Common Stock ($0.001 par value, 300,000,000 shares authorized, 34,675,087 shares issued as of June 30, 2025 and 26,432,131 shares issued as of December 31, 2024)
35
26
Class B Common Stock ($0.001 par value, 150,000,000 shares authorized and 82,021,389 shares issued and outstanding as of June 30, 2025 and December 31, 2024)
82
Additional paid-in capital
633,700
467,429
Retained earnings
84,898
72,322
Accumulated other comprehensive income
113
502
Treasury stock (2,674,030 shares as of June 30, 2025 and 2,564,058 shares as of December 31, 2024)
(54,688
)
(52,375
Non-controlling interests
1,485,263
1,400,515
Total equity
2,149,403
1,888,501
Total liabilities and equity
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statements of Income (Unaudited) For the Three and Six Months Ended June 30, 2025 and 2024
Three months ended June 30,
Six months ended June 30,
2025
2024
(In thousands, except share and per share amounts)
Revenues
Terminal services
148,833
150,987
297,198
307,981
LNG, gas and power
55,723
32,346
222,448
75,465
Total revenues
204,556
183,333
519,646
383,446
Operating expenses
Cost of LNG, gas and power (exclusive of items below)
40,427
31,173
201,186
71,052
46,023
46,579
87,961
117,192
Depreciation and amortization
25,518
30,400
47,161
53,310
Selling, general and administrative expenses
21,543
25,300
42,895
46,852
Transition and transaction expenses
27,659
31,341
Total operating expenses
161,170
133,452
410,544
288,406
Operating income
43,386
49,881
109,102
95,040
Other income (expense)
Interest expense
(20,683
(12,057
(31,741
(24,203
Interest expense – related party
(3,249
(3,419
(6,507
(6,879
Earnings from equity method investment
600
592
1,196
1,123
Other income, net
6,285
5,707
12,439
10,664
Income before income taxes
26,339
40,704
84,489
75,745
Provision for income taxes
(5,574
(7,427
(11,601
(14,328
Net income
20,765
33,277
72,888
61,417
Less net income attributable to non-controlling interests
16,036
26,605
56,772
48,421
Net income attributable to shareholders
4,729
6,672
16,116
12,996
Net income per common share – basic
0.15
0.27
0.58
0.51
Net income per common share – diluted
0.26
0.57
0.50
Weighted average shares outstanding – basic
31,489,508
25,175,057
27,715,777
25,668,374
Weighted average shares outstanding – diluted
32,162,826
25,338,067
28,470,434
25,747,145
Consolidated Statements of Comprehensive Income (Unaudited)For the Three and Six Months Ended June 30, 2025 and 2024
Other comprehensive income (loss)
Cumulative translation adjustment
(41
88
(6
Change in unrealized gains (losses) on cash flow hedges
293
175
(1,142
3,163
Share of other comprehensive income (loss) of equity method investee
(224
(690
(757
Other comprehensive income (loss) attributable to non-controlling interest
(62
(106
1,355
(1,820
Comprehensive income
20,788
33,310
72,499
61,997
Less comprehensive income attributable to non-controlling interest
Comprehensive income attributable to shareholders
4,752
6,705
15,727
13,576
Consolidated Statements of Changes in Equity (Unaudited) For the Three and Six Months Ended June 30, 2025 and 2024
Issued
Accumulated
Class A
Class B
Additional
other
Non-
Common Stock
paid-in
Retained
comprehensive
Treasury stock
controlling
Total
(In thousands, except shares)
Shares
Amount
capital
earnings
income
interest
equity
Balance at January 1, 2025
26,432,131
82,021,389
2,564,058
11,387
40,736
52,123
Other comprehensive loss
(412
(1,417
(1,829
Long-term incentive compensation
475
1,676
2,151
Class A dividends – $0.06 per share
(1,535
EELP distributions to Class B interests
(4,921
Distributions
(840
Long-term incentive compensation units vested, net
234,419
1
3,465
107,633
(2,253
(3,448
(2,235
Other
1,955
202
290
Balance at March 31, 2025
26,668,505
471,457
82,174
90
2,671,691
(54,628
1,432,503
1,931,705
Issuance of common stock
8,000,000
159,041
42,784
201,833
Other comprehensive income
23
62
85
900
2,307
3,207
(2,005
(3,302
2,868
48
2,248
(57
(48
Impact due to change in ownership percentage
2,239
3,714
91
(3
(158
(146
Balance at June 30, 2025
34,675,087
2,674,030
income (loss)
Balance at January 1, 2024
26,284,027
465,551
39,754
505
20,624
(472
1,303,908
1,809,354
6,324
21,816
28,140
547
1,714
2,261
330
1,047
1,377
Class A dividends – $0.025 per share
(673
(2,051
Minority owner contribution – Albania Power Project
209
82,165
(214
39,702
(858
(1,072
Repurchase of Class A Common Stock
588,030
(9,347
Balance at March 31, 2024
26,366,192
465,667
45,405
1,052
648,356
(10,677
1,326,643
1,828,198
33
106
139
449
1,471
1,920
(645
268
(2,439
29,479
1,628
22,237
(360
(1,363
(95
799
673,780
(11,179
636
(9,744
Balance at June 30, 2024
26,395,671
468,543
51,432
1,085
1,344,373
(22,216
1,349,876
1,848,828
9
Consolidated Statements of Cash Flows (Unaudited)For the Six Months Ended June 30, 2025 and 2024
Cash flows from operating activities
Adjustments to reconcile net income to net cash from operating activities
Amortization of operating lease right-of-use assets
3,343
860
ARO accretion expense
960
918
Amortization of debt issuance costs
4,444
1,715
Deferred income taxes
845
2,566
Share of net earnings in equity method investee
(1,196
(1,123
Distributions from equity method investee
1,530
Long-term incentive compensation expense
5,358
3,297
(Gain) loss on non-cash items
(44
Changes in operating assets and liabilities:
Accounts receivable
85,578
51,511
Other current assets and other assets
1,864
(10,892
Accounts payable and accrued liabilities
16,182
(23,935
Current portion of deferred revenue
(28,218
2,331
21,101
8,004
Operating lease assets and liabilities
(3,196
(871
13,305
5,976
Net cash provided by operating activities
241,949
155,040
Cash flows from investing activities
Net cash paid for Acquisition
(1,048,091
Purchases of property and equipment
(77,408
(38,268
Net cash used in investing activities
(1,125,499
Cash flows from financing activities
Proceeds from issuance of Class A Common stock, net
201,904
(20,324
Proceeds from issuance of long-term debt
800,000
Repayments of long-term debt
(175,172
(20,627
Repayments of long-term debt – related party
(4,768
(4,455
Payment of debt issuance costs
(19,376
Principal payments under finance lease liabilities
(10,714
(10,081
Taxes withheld for long-term incentive compensation
(1,027
(253
Dividends paid
(3,382
(1,278
(13,984
(6,541
Other financing activities
(433
477
Net cash provided by (used in) financing activities
773,048
(63,082
Effect of exchange rate on cash, cash equivalents, and restricted cash
Net increase (decrease) in cash, cash equivalents and restricted cash
(110,414
53,684
Cash, cash equivalents and restricted cash
Beginning of period
554,495
572,458
End of period
444,081
626,142
Notes to Consolidated Financial Statements (Unaudited)
Excelerate Energy, Inc. (“Excelerate” and together with its subsidiaries, “the Company”) owns and operates liquefied natural gas (“LNG”) and natural gas infrastructure assets. Excelerate is a holding company and owns, as its sole material asset, a controlling equity interest in Excelerate Energy Limited Partnership (“EELP”), a Delaware limited partnership.
As of June 30, 2025 and December 31, 2024, George B. Kaiser (together with his affiliates other than the Company, “Kaiser”) owned directly or indirectly approximately 71.9% and 77.5%, respectively, of the ownership interests in EELP. The remaining 28.1% and 22.5% of the ownership interests were held by the Company as of June 30, 2025 and December 31, 2024, respectively.
Basis of Presentation
These consolidated financial statements and related notes include the assets, liabilities and results of operations of Excelerate and its consolidated subsidiaries and have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. All transactions among Excelerate and its consolidated subsidiaries have been eliminated in consolidation. In management’s opinion, all adjustments necessary for a fair statement are reflected in the interim periods. The year-end consolidated balance sheet data was derived from audited financial statements, but the consolidated balance sheet data does not include all disclosures required by GAAP. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements of Excelerate and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”). Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year or any future period. Certain amounts in prior periods have been reclassified to conform to the current year presentation.
A summary of the Company’s significant accounting policies can be found in Note 2 – Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements of the 2024 Annual Report. Other than the updates noted below, there were no significant updates or revisions to the Company’s accounting policies during the six months ended June 30, 2025.
Property and equipment, net are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, less an estimated salvage value. Modifications to property and equipment, including the addition of new equipment, which improves or increases the operational efficiency, functionality, or safety of the assets, are capitalized. These expenditures are amortized over the estimated useful life of the modification. Expenditures covering recurring routine repairs and maintenance are expensed as incurred.
Useful lives applied in depreciation are as follows:
Floating terminals and related equipment
5-40 years
Power generation
25-35 years
Fixed terminals and gas pipeline
20-40 years
Finance lease right-of-use assets
Lesser of useful life or lease term
Other equipment
3-12 years
Gains and losses on disposals and retirements are determined by comparing the proceeds with the carrying amount and are recognized in the consolidated statements of income.
Intangible assets
The Company’s intangible assets represent customer relationships associated with the Acquisition (as defined herein). The fair value of these acquired intangible assets was determined at the date of Acquisition based on the present value of estimated future cash flows. These assets are amortized on a straight-line basis over approximately 20 years, the period in which the Company expects to benefit from services provided to customers. As of June 30, 2025, the gross carrying value of the intangible assets was $367.5 million, and the Company has recorded $2.1 million in accumulated amortization on these assets. The Company expects to recognize $16.0 million in amortization expense each year for the next five years.
Goodwill is calculated as the difference between the preliminary estimate of the fair value of consideration transferred in the Acquisition and the preliminary estimates of the fair value assigned to the assets acquired and liabilities assumed. Goodwill is considered
to have an indefinite life and will be tested for impairment at least annually in the fourth quarter, or whenever impairment indicators are present. Prior to conducting the goodwill impairment test, the carrying values of the Company’s long-lived assets, including property and equipment, net and intangible assets, are reviewed. If it is determined that the carrying values are not recoverable, the carrying values of the long-lived assets are reduced pursuant to the Company’s policy.
As part of the Company’s goodwill impairment test, qualitative factors may first be reviewed to determine if the quantitative goodwill impairment test is necessary. If the impairment test is necessary, it is performed by comparing the fair value of the relevant reporting unit with its carrying amount. If the carrying amount exceeds the fair value, an impairment loss would be recognized and a corresponding reduction of goodwill would be recorded.
Recent accounting pronouncements
Accounting standards recently issued but not yet adopted
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires the inclusion of specific categories and greater disaggregation of information in the rate reconciliation and the disaggregation of income taxes paid by jurisdiction. The guidance in this update is effective for public entities for annual periods beginning after December 15, 2024, and early adoption is permitted. The updates are to be applied on a prospective basis, with retrospective application permitted. The Company is currently evaluating the impact of the adoption of ASU 2023-09 on its Consolidated Financial Statements and related disclosures.
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)” (“ASU 2024-03”), which requires tabular disclosure of specific expense categories included in expense captions on the statements of income and their qualitative descriptions. The guidance in this update is effective for annual periods beginning after December 15, 2026 and interim periods within annual periods beginning after December 15, 2027, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2024-03 on its Consolidated Financial Statements and related disclosures.
In May 2025, Excelerate closed the acquisition of 100% of the interests in New Fortress Energy Inc.’s business in Jamaica (the “Jamaica Business”) for approximately $1.055 billion in cash, which was subject to certain adjustments for cash, indebtedness, transaction expenses, working capital and LNG and fuel inventory (the “Acquisition”). Under the terms of the purchase agreement, Excelerate acquired 100% of the operating interests in three facilities, as well as the operations, pipelines and infrastructure associated therewith: the Montego Bay LNG Terminal, the Old Harbour LNG Terminal and the Clarendon combined heat and power plant. The Acquisition was funded with the Debt Offering (as defined herein), the Equity Offering (as defined herein), and cash on hand.
The Acquisition was accounted for as an acquisition of a business in accordance with ASC 805, Business Combinations. The assets acquired and liabilities assumed related to the Acquisition were recorded at their fair values as of the closing date of May 14, 2025, which are shown below. These amounts will be finalized no later than one year from the acquisition date (in thousands):
Fair value of assets acquired
May 14, 2025
6,434
650
45,897
Inventories
20,033
2,225
436,543
367,500
Right-of-use assets
178,913
12,821
Total assets acquired
1,320,256
Fair value of liabilities assumed
7,228
15,673
4,702
20,315
153,208
5,514
58,441
Total liabilities assumed
265,081
Net assets acquired
1,055,175
Under the acquisition method of accounting, the assets acquired and liabilities assumed are recognized at their estimated fair values. The fair value of the assets and liabilities acquired was estimated by applying an indirect cost approach and an income approach. The fair value measurements of assets acquired and liabilities assumed are based on significant inputs, such as projections of replacement value, estimated future cash flows, the probability of contract renewals and an estimated discount rate, which are not observable in the market and therefore represent Level 3 inputs, as defined in Note 4 – Fair value of financial instruments. These inputs require judgments and estimates at the time of valuation. Any excess of the purchase price over the estimated fair value of the identifiable assets acquired was recorded as goodwill. Such excess of purchase price over the fair value of net assets acquired was approximately $249.2 million. The goodwill is attributable to expected operational and capital synergies and is expected to be deductible for tax purposes.
Revenue and net income (loss) attributable to the assets acquired for the period from May 14, 2025 through June 30, 2025, were $55.3 million and $12.7 million, respectively. For the six months ended June 30, 2025, transition and transaction expenses were $31.3 million.
Unaudited Pro Forma Financial Information
The following unaudited pro forma summary presents the consolidated results of operations for the six months ended June 30, 2025 and 2024 as if the Acquisition and related debt and equity issuances along with the use of proceeds therefrom had occurred on January 1, 2024 (in thousands):
For the three months ended June 30,
For the six months ended June 30,
253,499
276,170
667,929
566,047
Net income (loss)
50,928
33,754
104,682
30,918
Historical unaudited pro forma financial information was adjusted to reflect the effects of conforming accounting policies, the fair value adjustment of property and equipment, our capital structure, and eliminating historical expenses not assumed in the Acquisition. The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of our
13
results of operations that would have occurred had the transaction been consummated at the beginning of the period presented, nor is it necessarily indicative of future results.
Recurring Fair Value Measurements
Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of significance for a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and the placement within the fair value hierarchy levels.
The following table presents the Company’s financial assets and liabilities by level within the fair value hierarchy that are measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024 (in thousands):
Carrying value
Fair value
Financial assets
Derivative financial instruments
Level 2
27,046
13,605
Financial liabilities
(25,851
(11,268
2030 Notes
(800,000
(843,464
As of June 30, 2025 and December 31, 2024, all derivatives were determined to be classified as Level 2 fair value instruments. No cash collateral has been posted or held as of June 30, 2025 or December 31, 2024. This table excludes cash on hand and assets and liabilities that are measured at historical cost or any basis other than fair value. The values of the Level 2 interest rate swaps and foreign currency derivatives were determined using expected cash flow models based on observable market inputs, including published and quoted interest rate and exchange rate data from public data sources. Specifically, the fair values of the interest rate swaps were derived from the implied forward Secured Overnight Financing Rate (“SOFR”) yield curve for the same period as the future interest rate swap settlements. The fair values of the foreign currency derivatives were derived from the Euro/United States (“U.S.”) dollar forward curves for the same period as the related payment settlements. We have consistently applied these valuation techniques in all periods presented.
As of June 30, 2025, the 2030 Notes (as defined herein) were determined to be classified as Level 2 fair value instruments. The 2030 Notes were not outstanding as of December 31, 2024. The carrying value of the rest of the Company’s long-term debt approximates fair value due to the variable rate nature of these financial instruments. The values of the 2030 Notes are based on quoted market prices.
The determination of the fair values above incorporates factors including not only the credit standing of the counterparties involved, but also the impact of the Company’s nonperformance risk on its liabilities.
The carrying amounts of other financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable and other accrued liabilities approximate fair value due to their short maturities.
Non-Recurring Fair Value Measures
Certain non-financial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments in certain circumstances, such as equity investments or long-lived assets subject to impairment. For assets and liabilities measured on a non-recurring basis during the year, separate quantitative disclosures about the fair value measurements would be required for each major category. The Company did not record any material impairments on the equity investments or long-lived assets during the three and six months ended June 30, 2025 and 2024.
As of June 30, 2025 and December 31, 2024, accounts receivable, net consisted of the following (in thousands):
Trade receivables
72,274
114,381
Accrued revenue
6,767
5,566
Amounts receivable – related party
518
217
Allowance for doubtful accounts
(728
(204
The number of open positions and gross notional values do not measure the Company’s risk of loss, quantify risk or represent assets or liabilities of the Company. Instead, they indicate the relative size of the derivative instruments and are used in the calculation of the amounts to be exchanged between counterparties upon settlements. The following table summarizes the notional values related to the Company’s derivative instruments outstanding at June 30, 2025 (in thousands):
Interest rate swaps
46,275
Foreign currency hedges
€
11,374
The following table presents the fair value of each classification of the Company’s derivative instruments as of June 30, 2025 and December 31, 2024 (in thousands):
Derivatives designated as hedging instruments
Cash flow hedges
933
1,070
Non-current assets
262
1,267
Total designated as hedging instruments
1,195
2,337
Derivatives not designated as hedging instruments
5,285
4,063
20,566
7,205
(5,285
(4,063
Non-current liabilities
(20,566
(7,205
Total not designated as hedging instruments
Total current position
Total non-current position
Total derivatives
The current and non-current portions of derivative assets are included within other current assets and other assets, respectively, on the consolidated balance sheets. The current and non-current portions of derivative liabilities are included within accrued liabilities and other liabilities and other long-term liabilities, respectively, on the consolidated balance sheets.
Derivatives Accounted for as Cash Flow Hedges
The Company’s cash flow hedges include interest rate swaps that are hedges of variability in forecasted interest payments due to changes in the interest rate on SOFR-based borrowings, a summary which includes the following designations:
The following tables present the gains and losses from the Company’s derivative instruments designated in a cash flow hedging relationship recognized in the consolidated statements of income and comprehensive income for the three and six months ended June 30, 2025 and 2024 (in thousands):
Derivatives Designated in
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives
Cash Flow Hedging
Relationship
510
1,102
(530
5,253
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
Location of Gain (Loss) Reclassified from
Accumulated Other Comprehensive Income into Income
927
612
2,090
The amount of gain (loss) recognized in other comprehensive income as of June 30, 2025 and expected to be reclassified within the next 12 months is $0.9 million.
As of June 30, 2025 and December 31, 2024, other current assets consisted of the following (in thousands):
Prepaid expenses
15,114
8,201
Prepaid expenses – related party
2,311
2,250
Tax receivables
6,221
5,978
19,304
23,930
Other receivables
12,948
10,355
As of June 30, 2025 and December 31, 2024, the Company’s property and equipment, net consisted of the following (in thousands):
2,542,527
2,535,748
185,911
250,334
40,007
22,919
25,359
Assets in progress
190,198
112,429
Less accumulated depreciation
(1,133,129
(1,090,647
For the three months ended June 30, 2025 and 2024, depreciation expense was $22.6 million and $29.5 million, respectively. For the six months ended June 30, 2025 and 2024, depreciation expense was $43.4 million and $51.5 million, respectively.
Newbuild Agreement
In October 2022, Excelerate entered into a construction agreement (“the Newbuild Agreement”) with HD Hyundai Heavy Industries Co., Ltd. to construct a 170,000 m3 floating regasification terminal. The Company made milestone payments of approximately $50 million, $30 million and $20 million in the fourth quarter of 2024, the first quarter of 2025 and the second quarter of 2025, respectively. The final installment is due concurrently with the delivery of the terminal, which is expected in 2026.
Jamaica Assets
In May 2025, the Company acquired the Montego Bay LNG Terminal, the Old Harbour LNG Terminal and the Clarendon combined heat and power co-generation plant, all of which are located in Jamaica. The purchase was funded as part of the Acquisition.
As of June 30, 2025 and December 31, 2024, accrued liabilities consisted of the following (in thousands):
Accrued terminal and cargo expenses
37,629
27,128
Payroll and related liabilities
14,498
18,615
Current portion of TRA liability
3,116
Other accrued liabilities
46,659
21,163
Accrued liabilities
The Company’s long-term debt, net consists of the following (in thousands):
Term Loan Facility
163,555
Experience Financing
105,187
111,375
2017 Bank Loans
58,266
63,695
EE Revolver
Total debt
963,453
338,625
Less unamortized debt issuance costs
(17,215
(5,072
Total debt, net
946,238
333,553
Less current portion, net
(20,097
(46,793
Total long-term debt, net
The following table shows the range of interest rates and weighted average interest rates incurred on the Company’s variable-rate debt obligations during the six months ended June 30, 2025.
For the six months ended June 30, 2025
Range
Weighted Average
Term Loan Facility (1)
7.1% – 7.4%
7.3%
7.4% – 7.8%
7.7%
2017 Bank Loans (2)
6.9% – 9.4%
8.6%
N/A
In December 2016, the Company entered into a sale leaseback agreement with a third party to provide $247.5 million of financing for Experience (the “Experience Financing”). Due to the Company’s requirement to repurchase the asset at the end of the term, the transaction was accounted for as a failed sale leaseback (a financing transaction). As amended, the Company makes quarterly principal payments of $3.1 million and interest payments at the three-month SOFR plus 3.4%, and the loan has a maturity date of December 2033. After the final quarterly payment in December 2033, there will be no remaining balance due.
Under the Company's financing agreement for the Moheshkhali LNG terminal in Bangladesh (the “2017 Bank Loans”), the Company entered into two loan agreements with external banks. Under the first agreement, the Company borrowed $32.8 million, makes semi-annual payments and accrues interest at the six-month SOFR plus 2.85% through the loan maturity date of October 15, 2029. Under the second agreement, the Company borrowed $92.8 million, makes quarterly payments and accrues interest at the three-month SOFR plus 4.76% through the loan maturity of October 15, 2029.
Revolving Credit Facility and Term Loan Facility
In April 2022, EELP entered into a senior secured revolving credit agreement, by and among EELP, as borrower, Excelerate, as parent, the lenders party thereto, the issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which the lenders and issuing banks thereunder made available a revolving credit facility (the “EE Revolver”), including a letter of credit sub-facility, to EELP. The EE Revolver enabled Excelerate to borrow up to $350.0 million over a three-year term originally set to expire in April 2025.
In March 2023, EELP entered into an amended and restated senior secured credit agreement (“Amended Credit Agreement”), by and among EELP, as borrower, Excelerate, as parent, the lenders party thereto, the issuing banks party thereto and Wells Fargo Bank, N.A., as administrative agent. Under the Amended Credit Agreement, EELP obtained a new $250.0 million term loan facility (the “Term Loan Facility” and, together with the EE Revolver, as amended by the Amended Credit Agreement, the “EE Facilities”). The EE Facilities mature in March 2027.
Borrowings under the EE Facilities bear interest at a per annum rate equal to the term SOFR reference rate for such period plus an applicable margin, which is based on EELP’s consolidated total leverage ratio as defined and calculated under the Amended Credit Agreement and can range from 2.75% to 3.50%. The unused portion of the EE Revolver commitments is subject to an unused commitment fee calculated at a rate per annum ranging from 0.375% to 0.50% based on EELP’s consolidated total leverage ratio.
Proceeds from the Term Loan Facility were used to purchase Sequoia in April 2023. Proceeds from the EE Revolver may be used for working capital and other general corporate purposes and up to $382.5 million of the EE Revolver may be used for letters of credit.
In December 2023, the Company paid off $55.2 million of the principal outstanding on its Term Loan Facility.
In March 2025, EELP entered into an amendment to the Amended Credit Agreement, which provided for, among other things (i) additional covenant baskets to permit the Acquisition and the incurrence of debt in connection therewith, and (ii) replacement of the collateral vessel maintenance coverage covenant with a collateral maintenance coverage covenant, which includes the value of the assets acquired in the Acquisition.
In April 2025, Excelerate and EELP entered into an amendment (the “Fifth Amendment”) to the Amended Credit Agreement. The Fifth Amendment provides for, among other things, (i) the extension of the maturity of the revolving facility thereunder to March 17, 2029 and (ii) an increase in the aggregate commitments under the revolving facility to $500.0 million. As per the conditions of the Fifth Amendment, the remaining outstanding balance on the existing Term Loan Facility was repaid in full using proceeds from the issuance of the 2030 Notes. The Company also unwound the remaining interest rate swaps associated with the Term Loan Facility.
As of June 30, 2025, the Company had issued no letters of credit under the EE Revolver. As a result of the EE Revolver’s financial ratio covenants and after taking into account the outstanding letters of credit issued under the facility, all of the $500.0 million of undrawn capacity was available for additional borrowings as of June 30, 2025.
In May 2025, EELP closed on an offering (the “Debt Offering”) of $800 million in aggregate principal amount of 8.000% senior unsecured notes due 2030 (the “2030 Notes”). The 2030 Notes were issued pursuant to an Indenture, dated as of May 5, 2025, by and among EELP, the Guarantors a party thereto and U.S. Bank Trust Company, National Association, as trustee, paying agent and registrar, will mature in May 2030 and were issued at par. Interest on the 2030 Notes is payable semi-annually in arrears in each May and November, beginning in November 2025. The net proceeds from the Debt Offering, together with the net proceeds from the Equity Offering and cash on hand, were used to (i) fund the consideration payable by the Company in the Acquisition of the Jamaica Business, (ii) repay the outstanding borrowings under the Term Loan Facility, and (iii) pay related fees and expenses. The 2030 Notes are guaranteed by certain direct and indirect restricted subsidiaries of EELP.
As of June 30, 2025, the Company was in compliance with the covenants under its debt facilities.
The Company’s related party long-term debt consists of the following (in thousands):
Exquisite Financing
166,127
170,895
Less current portion
(9,291
(8,943
Total long-term related party debt
In June 2018, the Company entered into a sale leaseback agreement with Nakilat Excelerate LLC, its equity method investment, to provide $220.0 million of financing for Exquisite at 7.73% (the “Exquisite Financing”). The agreement was recognized as a failed sale leaseback transaction and was treated as financing due to the transaction’s terms.
Class A Common Stock
The Class A Common Stock, par value $0.001 (“Class A Common Stock”) outstanding represents 100% of the rights of the holders of all classes of the Company’s outstanding common stock to share in distributions from Excelerate, except for the right of Class B common stockholders to receive the par value of the Class B Common Stock, $0.001 par value per share (“Class B Common Stock”) upon the Company’s liquidation, dissolution or winding up or an exchange of Class B interests of EELP.
Class B Common Stock
Excelerate Energy Holdings, LLC (“EE Holdings”), a company controlled directly and indirectly by Kaiser, holds all of the shares of Excelerate’s outstanding Class B Common Stock. The Class B Common Stock entitles the holder to one vote for each share of Class B Common Stock. Holders of shares of the Company’s Class B Common Stock vote together with holders of its Class A Common Stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise provided in its amended and restated certificate of incorporation or required by law.
As the only holder of Class B Common Stock, EE Holdings had 71.9% and 77.5% of the combined voting power of the Company’s common stock as of June 30, 2025 and December 31, 2024, respectively. The EELP Limited Partnership Agreement (the “EELP LPA”) entitles partners (and certain permitted transferees thereof) to exchange their Class B interests for shares of Class A Common Stock on a one-for-one basis or, at its election, for cash. When a Class B interest is exchanged for a share of Class A Common Stock, the corresponding share of Class B Common Stock will automatically be canceled. The EELP LPA permits the Class B limited partners to exercise their exchange rights subject to certain timing and other conditions. When a Class B interest is surrendered for exchange, it will not be available for reissuance.
The following table summarizes the changes in ownership:
Less: Treasury Stock
Outstanding
Class A Ownership Percentage
23,868,073
105,889,462
22.5
%
126,786
Options exercised
23,996,814
106,018,203
22.6
620
3,623
32,001,057
114,022,446
28.1
26,263,403
108,284,792
24.3
42,463
Share repurchases
(588,030
25,717,836
107,739,225
23.9
7,242
(673,780
25,051,298
107,072,687
23.4
EELP Distribution Rights
The Company, as the general partner of EELP, has the right to determine when distributions will be made to holders of interests and the amount of any such distributions. If a distribution is authorized, such distribution will be made to the holders of Class A interests and Class B interests on a pro rata basis in accordance with the number of interests held by such holder.
Dividends and Distributions
During the six months ended June 30, 2025, EELP declared and paid distributions to all interest holders, including Excelerate. Excelerate has used and will continue to use proceeds from such distributions to pay dividends to holders of Class A Common Stock. The following table details the distributions and dividends for the periods presented:
Class B Interests
Dividend and Distribution for the Quarter Ended
Date Paid or To Be Paid
Distributions Paid or To Be Paid
Total Dividends Declared
Dividend Declared per Share
September 4, 2025
6,562
2,679
0.08
March 31, 2025
June 5, 2025
4,921
2,005
0.06
March 27, 2025
1,535
Albania Power Project
In April 2022, Excelerate established an entity to provide a temporary power solution in Albania (the “Albania Power Project”). Excelerate is a 90% owner of the Albania Power Project and has received $6.7 million in cash contributions from the minority owner as of June 30, 2025. The Albania Power Project is fully consolidated in the Company’s financial statements.
Repurchase of Equity Securities
During the year ended December 31, 2024, the Company repurchased 2,473,787 shares of its outstanding Class A Common Stock at a weighted average price of $20.41 per share, for a total net cost, including commission fees and taxes, of approximately $50.0 million. As indicated under the EELP Limited Partnership Agreement, for each Class A Common Stock repurchased by the Company, EELP, immediately prior to the repurchase, redeemed an equal number of Class A interests held by Excelerate, upon the same terms and at the same price as the shares of Excelerate’s Class A Common Stock were repurchased.
Equity Offering
In March 2025, Excelerate and EELP entered into an underwriting agreement (the “Underwriting Agreement”) relating to an underwritten public offering (the “Equity Offering”) of 6,956,522 shares (the “Shares”) of Excelerate’s Class A Common Stock. The offering price of the Shares to the public was $26.50 per share, and the underwriters agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $25.308 per share. Under the terms of the Underwriting Agreement, the Company granted the underwriters an option to purchase up to an additional 1,043,478 shares of Class A Common Stock at the same price per share as the Shares. The Equity Offering closed on April 2, 2025. The underwriters’ option was fully exercised and subsequently closed on May 1, 2025. The net proceeds from the Equity Offering to the Company from the sale of the Shares, after deducting underwriting discounts and commissions and estimated offering expenses, were approximately $201.8 million.
20
The following table presents the computation of earnings per share for the periods shown below (in thousands, except share and per share amounts):
Less net income attributable to non-controlling interest
Net income attributable to shareholders – basic
Dilutive effect of unvested restricted common stock
203,188
104,615
289,504
53,115
Dilutive effect of unvested performance units
470,130
58,395
465,153
25,656
Earnings per share
Basic
Diluted
The following table presents the common stock share equivalents excluded from the calculation of diluted earnings per share for the periods shown below, as they would have had an antidilutive effect:
Stock options
9,828
3,438
Restricted common stock
802
26,031
11,610
Performance stock units
3,648
Lessee arrangements
Finance leases
Certain enforceable floating regasification terminal leases and pipeline capacity agreements are classified as finance leases, and the right-of-use assets are included in property and equipment, net on the consolidated balance sheets. Lease obligations are recognized based on the rate implicit in the lease or the Company’s incremental borrowing rate at lease commencement.
As of June 30, 2025, the Company was a lessee in finance lease arrangements on one pipeline capacity agreement and one tugboat. These arrangements were determined to be finance leases as their terms represent the majority of the economic life of their respective assets.
Finance lease liabilities as of June 30, 2025 and December 31, 2024 consisted of the following (in thousands):
180,669
191,383
Less current portion of finance lease liabilities
(24,212
(23,475
Finance lease liabilities, long-term
Operating leases
Operating lease right-of-use assets are included within other assets on the consolidated balance sheets. The current portion of operating lease liabilities is included within accrued liabilities on the consolidated balance sheets.
As of June 30, 2025, the Company was a lessee to one floating regasification terminal lease and one vessel lease, which are both accounted for as operating leases. Additionally, the Company has operating leases for offices in various locations in which operations are performed. Such leases will often include options to extend the lease and the Company will include option periods that, on commencement date, it is reasonably certain the Company will exercise. Variable lease costs relate to certain lease agreements, which
include payments that vary for items such as inflation adjustments, or common area charges. Variable lease costs that are not dependent on an index are excluded from the lease payments that comprise the operating lease liability and are expensed in the period in which they are incurred. None of the Company’s operating leases contain any residual value guarantees.
A maturity analysis of the Company’s operating and finance lease liabilities (excluding short-term leases) at June 30, 2025 is as follows (in thousands):
Year
Operating
Finance
Remainder of 2025
17,620
16,617
2026
33,516
33,235
2027
33,514
2028
33,878
27,584
2029
33,778
27,571
Thereafter
75,606
85,581
Total lease payments
227,912
223,823
Less: imputed interest
(55,597
(43,154
Carrying value of lease liabilities
172,315
Less: current portion
(23,217
Carrying value of long-term lease liabilities
As of June 30, 2025, the Company’s weighted average remaining lease term for operating and finance leases was 8.6 years and 7.6 years, respectively, with a weighted average discount rate of 7.0% and 6.3%, respectively. As of December 31, 2024, the Company’s weighted average remaining lease term for operating and finance leases was 3.6 years and 8.1 years, respectively, with a weighted average discount rate of 6.2% and 6.3%, respectively.
The Company’s total lease costs for the three and six months ended June 30, 2025 and 2024 recognized in the consolidated statements of income consisted of the following (in thousands):
Amortization of finance lease right-of-use assets
653
1,305
Interest on finance lease liabilities
2,877
3,204
5,838
6,486
Operating lease expense
4,954
441
5,435
890
Short-term lease expense
93
281
250
534
Total lease costs
8,577
4,579
12,828
9,215
Other information related to leases for the three and six months ended June 30, 2025 and 2024 are as follows (in thousands):
Operating cash flows for finance leases
Financing cash flows for finance leases
5,405
5,079
10,714
10,080
Operating cash flows for operating leases
4,802
585
5,276
1,105
The following table presents the Company’s revenue for the three and six months ended June 30, 2025 and 2024 (in thousands):
Revenue from leases
136,481
138,114
269,258
270,265
Revenue from contracts with customers
Regasification and other services
12,352
12,873
27,940
37,716
Total revenue
Lease revenue
The Company has certain regasification and services contracts that are accounted for as operating or sales-type leases. The Company’s revenue from leases is presented within revenues in the consolidated statements of income and for the three and six months ended June 30, 2025 and 2024 consists of the following (in thousands):
Operating lease income
119,806
120,465
235,732
243,341
Sales-type lease income
16,675
17,649
33,526
26,924
Total revenue from leases
Sales-type leases
Sales-type lease income is interest income that is presented within lease revenues on the consolidated statements of income. The Company earns sales-type lease income from two floating regasification terminals and one fixed terminal as Excelerate is reasonably certain that the ownership of these assets will transfer to the customer at the end of the term. For the three and six months ended June 30, 2025, the Company recorded lease income from the net investment in the leases within revenue from lease contracts of $16.7 million and $33.5 million, respectively, as compared to $17.6 million and $26.9 million for the three and six months ended June 30, 2024, respectively.
Revenue from regasification contracts accounted for as operating leases is recognized by the Company on a straight-line basis over the term of the contract. As of June 30, 2025, the Company is the lessor to regasification agreements with customers on eight of its floating regasification terminals. The following represents the amount of property and equipment that is leased to customers as of June 30, 2025 and December 31, 2024 (in thousands):
Property and equipment
2,475,878
2,472,895
Accumulated depreciation
(1,023,064
(1,005,269
1,452,814
1,467,626
The future minimum revenues presented in the table below should not be construed to reflect total charter hire revenues for any of the years presented. Minimum future revenues included below are based on the fixed components and do not include variable or contingent revenue. Additionally, revenue generated from short-term charters is not included as the duration of each contract is less than a year. As of June 30, 2025, the minimum contractual future revenues to be received under the regasification and services contracts during the next five years and thereafter are as follows (in thousands):
Sales-type
43,883
215,343
88,529
427,391
353,418
81,766
311,654
84,861
302,072
331,282
762,048
Total undiscounted
718,850
2,371,926
(319,666
Net investment in sales-type leases
399,184
(45,367
Non-current net investment in sales-type leases
The following tables show disaggregated revenues from customers attributable to the region in which the party to the applicable agreement has its principal place of business (in thousands):
For the three months ended June 30, 2025
Revenue from
Regas
LNG, gas
leases
and other
and power
revenue
Asia Pacific
11,011
389
28,075
Latin America
51,654
Middle East (1)
38,749
Europe (2)
29,403
259
29,662
North America
984
55,334
56,318
98
21,455
95,741
150,722
101,672
76,585
57,475
43,990
101,724
6,027
82,717
88,744
199
For the three months ended June 30, 2024
11,619
61,614
52,865
39,083
Europe
28,517
1,204
50
For the six months ended June 30, 2024
32,159
73,801
132,884
108,666
78,899
55,776
5,464
1,664
1,757
24
Assets and liabilities related to contracts with customers
Under most LNG, gas and power revenue contracts, invoicing occurs once the Company’s performance obligations have been satisfied, at which point payment is unconditional. Invoicing timing for regasification and other services varies and occurs according to the contract. As of June 30, 2025 and December 31, 2024, receivables from contracts with customers were $46.0 million and $88.1 million, respectively. These amounts are presented within accounts receivable, net on the consolidated balance sheets. In addition, revenue for services recognized in excess of the invoiced amounts, or accrued revenue, outstanding at June 30, 2025 and December 31, 2024, was $1.9 million and $0.6 million, respectively. Accrued revenue represents current contract assets that will turn into accounts receivable within the next 12 months and be collected during the Company’s normal business operating cycle. Accrued revenue is presented in accounts receivable, net on the consolidated balance sheets. Other items included in accounts receivable, net represent receivables associated with leases, which are accounted for in accordance with the leasing standard. There were no write downs of trade receivables for lease and services or contract assets for the six months ended June 30, 2025 and 2024.
Contract liabilities from advance payments in excess of revenue recognized for services as of June 30, 2025 and December 31, 2024 were $3.4 million and $27.4 million, respectively. If the performance obligations are expected to be satisfied during the next 12 months, the contract liabilities are classified within current portion of deferred revenue on the consolidated balance sheets. Amounts to be recognized in revenue after 12 months are recorded in long-term deferred revenue. The remaining portion of current deferred revenue relates to the lease component of the Company’s regasification and services contracts that are accounted for in accordance with the leasing standard. Noncurrent deferred revenue presented in long-term deferred revenue on the consolidated balance sheets represents payments allocated to the Company’s performance obligation for drydocking services within lease and operations contracts in which the lease component is accounted for as a sales-type lease, customer requested upgrades made to certain floating regasification terminals, and repositioning. Revenue will be recognized as the performance obligations are completed.
The following table reflects the changes in the Company’s liabilities related to long-term contracts with customers as of June 30, 2025 (in thousands):
Deferred revenues, beginning of period
85,907
Cash received but not yet recognized
37,536
Revenue recognized from prior period deferral
(61,344
Deferred revenues, end of period
62,099
Some of the Company’s contracts are short-term in nature with a contract term of less than a year. The Company applied the optional exemption not to report any unfulfilled performance obligations related to these contracts.
The Company has long-term arrangements with customers in which it provides regasification and other services. The price under these agreements is typically stated in the contracts. In 2025, Excelerate finalized the Acquisition of the assets and operations of the Montego Bay LNG Terminal, the Old Harbour LNG Terminal and the Clarendon combined heat and power plant. Beginning in 2026, Excelerate will provide take-or-pay LNG volumes to Bangladesh through the Company’s 15-year LNG sale and purchase agreement with Bangladesh Oil, Gas & Mineral Corporation. In the third quarter of 2024, Excelerate signed a medium-term LNG, gas and power revenue agreement to sell approximately 0.65 million tonnes of LNG per annum. The estimated fixed transaction price allocated to the performance obligations under these arrangements is $12,903.3 million using commodity futures prices as of June 30, 2025. The Company expects to recognize revenue from contracts exceeding one year over the following time periods (in thousands):
337,613
917,430
906,758
973,801
967,710
8,800,009
Total expected revenue
12,903,321
In April 2022, Excelerate adopted the Excelerate Long-Term Incentive Plan (the “LTI Plan”). The LTI Plan was adopted to promote and closely align the interests of Excelerate’s employees, officers, non-employee directors and other service providers and its stockholders by providing stock-based compensation and other performance-based compensation. The LTI Plan allows for the grant of up to 10.8 million shares, stock options, stock appreciation rights, alone or in conjunction with other awards; restricted stock and restricted stock units, including performance units; incentive bonuses, which may be paid in cash, stock or a combination thereof; and other stock-based awards. The share pool increases on January 1st of each calendar year by a number of shares equal to 4% of the
outstanding shares of Class A Common Stock on the preceding December 31st. The LTI Plan is administered by the Compensation Committee of the Company’s board of directors.
The Company’s stock option and restricted stock unit awards both qualify as equity awards and are amortized into selling, general and administrative expenses and operating expenses on the consolidated statements of income on a straight-line basis. Stock options were granted to certain employees of Excelerate, vest over five years and expire 10 years from the date of grant. The Company also issued restricted stock units to directors and certain employees that vest ratably over one, two or three years. In 2023, the Company issued performance units to certain employees that cliff vest in three years. The performance units contain both a market condition related to Excelerate’s relative total shareholder return as compared to its peer group and a performance condition related to the Company’s earnings before income tax, depreciation and amortization (“EBITDA”). In 2024 and 2025, the Company issued performance units to certain employees that cliff vest in three years. The performance units contain two market conditions, one related to Excelerate’s relative total shareholder return as compared to its peer group and another related to the Company’s annualized absolute total shareholder return.
For the three and six months ended June 30, 2025 and 2024, the Company recognized long-term incentive compensation expense for all of its awards as shown below (in thousands):
Stock-based compensation expense
5,342
The following table summarizes stock option activity for the six months ended June 30, 2025 and provides information for outstanding and exercisable options as of June 30, 2025:
Number of Options
Weighted Average Exercise Price
Weighted Average Remaining Contractual Life
Aggregate Intrinsic Value
(per share)
(years)
(in thousands)
Outstanding at January 1, 2025
293,388
24.00
Granted
Exercised
(5,669
Forfeited or expired
Outstanding at June 30, 2025
287,719
6.6
1,531
Exercisable at June 30, 2025
175,085
6.4
931
As of June 30, 2025, the Company had $1.4 million in unrecognized compensation costs related to its stock options that it expects to recognize over a weighted average period of 1.8 years.
Restricted stock unit awards
The following table summarizes restricted stock unit activity for the six months ended June 30, 2025 and provides information for unvested shares as of June 30, 2025:
Number of Shares
Weighted Average Fair Value
Unvested at January 1, 2025
663,946
16.81
250,883
30.18
Vested
(237,287
17.10
Forfeited
(26,038
18.50
Unvested at June 30, 2025
651,504
21.78
As of June 30, 2025 the Company had $11.8 million in unrecognized compensation costs related to its restricted stock unit awards that it expects to recognize over a weighted average period of 2.0 years.
Performance units
In 2023, the Company granted performance units that entitle the holder to between zero and two shares of the Company’s Class A Common Stock based on results as compared to performance and market conditions. The performance condition relates to the
Company’s EBITDA and the market condition relates to Excelerate’s relative total shareholder return as compared to its peer group. Changes in the Company’s expected EBITDA performance as compared to award metrics will be recorded to the consolidated statement of income over the vesting period.
In 2024 and 2025, the Company granted performance units that entitle the holder to between zero and two shares of the Company’s Class A Common Stock based on results as compared to two market conditions, one related to Excelerate’s relative total shareholder return as compared to its peer group and another related to the Company’s annualized absolute total shareholder return.
The fair values of the market conditions on the performance units granted in 2023, 2024 and 2025 are calculated based on a Monte Carlo simulation, which requires management to make assumptions regarding the risk-free interest rates, expected dividend yields and the expected volatility of the Company’s stock calculated based on a period of time generally commensurate with the expected term of the award. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Expected volatility is based on the median of the historical volatility of the companies that comprise the Vanguard Energy ETF market index over the expected life of the granted units. The Company uses estimates of forfeitures to estimate the expected term of the grants. The reversal of any expense due to forfeitures is accounted for as they occur.
The table below describes the assumptions used to value the awards granted in 2025, 2024 and 2023:
March Grant
November Grant
2023
Risk-free interest rate
4.0
4.4
4.2
3.9
Expected volatility
46.6
50.6
41.9
58.0
Expected term
2.82 years
2.16 years
2.76 years
The following table summarizes performance unit activity for the six months ended June 30, 2025 and provides information for unvested performance units (reflected at target performance) as of June 30, 2025:
Number of Units
(per unit)
329,507
20.37
155,826
38.83
(4,170
22.25
481,163
26.31
As of June 30, 2025, the Company had $8.0 million in unrecognized compensation costs related to its performance units that it expects to recognize over a weighted average period of 2.0 years.
In computing the provision for income taxes for interim periods, the Company estimates the annual effective tax rate for the full year, which is then applied to the actual year-to-date ordinary income (loss) and reflects the tax effects of discrete items in its provision for income taxes as they occur.
The provision for income taxes for the three months ended June 30, 2025 and 2024 was $5.6 million and $7.4 million, respectively. The provision for income taxes for the six months ended June 30, 2025 and 2024 was $11.6 million and $14.3 million, respectively. The decrease was primarily attributable to the year-over-year change in the geographical distribution of income.
The effective tax rate for the three months ended June 30, 2025 and 2024 was 21.2% and 18.2%, respectively. The effective tax rate for the six months ended June 30, 2025 and 2024 was 13.7% and 18.9%, respectively. The decrease was primarily driven by the geographical distribution of income and the varying tax regimes of jurisdictions.
Excelerate is a corporation for U.S. federal and state income tax purposes. EELP is treated as a pass-through entity for U.S. federal income tax purposes and, as such, has generally not been subject to U.S. federal income tax at the entity level.
The Company has international operations that are also subject to foreign income tax and U.S. corporate subsidiaries subject to U.S. federal tax. Therefore, its effective income tax rate is dependent on many factors, including geographical distribution of income, a rate benefit attributable to the portion of the Company’s earnings not subject to corporate level taxes, and the impact of nondeductible items and foreign exchange impacts as well as varying tax regimes of jurisdictions. In one jurisdiction, the Company’s tax rate is
significantly less than the applicable statutory rate as a result of a tax holiday that was granted. This tax holiday will expire in 2033 at the same time that the Company’s contract with and revenue from its customer ends.
The Organization for Economic Co-operation and Development has established the Pillar Two Framework, which generally provides for a minimum effective tax rate of 15%. The Pillar Two Framework has been supported by numerous countries worldwide. The effective dates are January 1, 2024 and January 1, 2025, for different aspects of the directive. The Company is evaluating the potential impact of the Pillar Two Framework on income taxes in future periods, including potential impacts to its Tax Receivable Agreement (“TRA”) liability, pending legislative adoption by additional individual countries.
The Company had one debt instrument with related parties as of June 30, 2025 – the Exquisite Financing. For details on this debt instrument, see Note 11 – Long-term debt – related party.
The following balances with related parties are included in the accompanying consolidated balance sheets (in thousands):
Amounts due from related parties
Amounts due to related parties
260
412
The Company is subject to concentrations of credit risk principally from cash and cash equivalents, restricted cash, derivative financial instruments, and accounts receivable. The Company limits the exposure to credit risk with cash and cash equivalents and restricted cash by placing it with highly rated financial institutions. Additionally, the Company evaluates the counterparty risk of potential customers based on credit evaluations, including analysis of the counterparty’s established credit rating or assessment of the counterparty’s creditworthiness based on an analysis of financial condition when a credit rating is not available, historical experience, and other factors.
To manage credit risk associated with the interest rate hedges, the Company selects counterparties based on their credit ratings and limits the exposure to any single counterparty. The counterparties to the Company’s derivative contracts are major financial institutions with investment grade credit ratings. The Company periodically monitors the credit risk of the counterparties and adjusts the hedging position as appropriate. The impact of credit risk, as well as the ability of each party to fulfill its obligations under the Company’s derivative financial instruments, is considered in determining the fair value of the contracts. Credit risk has not had a significant effect on the fair value of the Company’s derivative instruments. The Company does not have any credit risk-related contingent features or collateral requirements associated with its derivative contracts.
The following table shows customers with revenues of 10% or greater of total revenues:
Percentage of Total Revenues
Customer A
Customer B
Certain customers of the Company may purchase a high volume of LNG and/or natural gas from us. These purchases can significantly increase their percentage of the Company’s total revenues as compared to those customers who are only terminal service customers. This increase in revenue from their purchases is exacerbated in periods of high market pricing of LNG and natural gas. In conjunction with these LNG and natural gas sales, the Company’s cost of LNG, gas and power also increases by a similar percent due to the increase in volume and market pricing of LNG incurred for such revenue. As such, the changes in revenues by customer may be disproportionate to the relative changes in concentration risk within the Company’s operations.
Substantially all of the net book value of the Company’s long-lived assets are located outside the United States. The Company’s fixed assets are largely comprised of floating regasification terminals that can be deployed globally and therefore are not subject to significant concentration risk. Approximately 21% of the Company’s fixed assets are located in Jamaica.
The Company may be involved in legal actions in the ordinary course of business, including governmental and administrative investigations, inquiries and proceedings concerning employment, labor, environmental and other claims. The Company will recognize
a loss contingency in the consolidated financial statements when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. The Company will disclose any loss contingencies that do not meet both conditions if there is a reasonable possibility that a loss may have been incurred. Gain contingencies are not recorded until realized.
The Company’s LNG future purchase obligations are primarily based on monthly Henry Hub natural gas futures, Dutch Title Transfer Facility (TTF) futures, or Brent Crude pricing, times a fixed percentage or with a contractual spread where applicable. Some obligations depend on supplier LNG facilities becoming operational. The following table summarizes the Company’s future LNG purchase and capacity obligations as of June 30, 2025 (in thousands):
Amount (1)
188,532
667,825
737,614
956,533
949,354
9,297,992
Total commitments
12,797,850
Supplemental disclosures for the consolidated statement of cash flows consist of the following (in thousands):
Supplemental cash flow information:
Cash paid for taxes
10,264
13,070
Cash paid for interest
25,598
29,855
Increase in capital expenditures included in accounts payable
5,304
18,177
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets as of June 30, 2025 and December 31, 2024 (in thousands):
Restricted cash – current
Restricted cash – non-current
Cash, cash equivalents, and restricted cash
Changes in components of accumulated other comprehensive income were (in thousands):
Cumulativetranslationadjustment
Qualifyingcash flowhedges
Share of OCI inequity methodinvestee
At January 1, 2025
(581
828
255
66
(1,040
130
(844
Reclassification to income
(395
(596
(985
Reclassification to NCI
(56
1,112
361
1,417
At March 31, 2025
(565
150
376
915
(13
(217
(600
(830
(12
(212
162
At June 30, 2025
(561
586
At January 1, 2024
(554
428
631
4,151
(231
3,940
(1,163
(531
(1,679
(26
(2,266
578
(1,714
At March 31, 2024
(545
1,150
447
(38
642
1,706
(927
(637
(1,567
(132
(4
At June 30, 2024
(556
1,193
448
Dividend Declaration
On July 31, 2025, the Company’s board of directors approved a cash dividend, with respect to the quarter ended June 30, 2025, of $0.08 per share of Class A Common Stock. The dividend is payable on September 4, 2025, to Class A Common Stockholders of record as of the close of business on August 20, 2025. EELP will make a corresponding distribution of $0.08 per interest to holders of Class B interests on the same date as the dividend payment.
One Big Beautiful Bill Act
On July 4, 2025, President Trump signed into law the legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”). The OBBBA includes various provisions which, among other impacts, modify and make permanent certain business tax provisions originally enacted in the 2017 Tax Cuts and Jobs Act. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We are currently assessing its impact on our consolidated financial statements and will recognize the income tax effects in the consolidated financial statements beginning in the period in which the OBBBA was signed into law.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes thereto included in this Form 10-Q and included in the 2024 Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included in the 2024 Annual Report, this Form 10-Q and our other filings with the Securities and Exchange Commission (“SEC”). Please also see the section titled “Forward-Looking Statements.”
Overview
Excelerate Energy, Inc. (“Excelerate” and together with its subsidiaries, “we,” “us,” “our” or the “Company”) owns and operates liquefied natural gas (“LNG”) and natural gas infrastructure assets. Once natural gas is liquefied, it needs an inlet into the countries where it will be consumed – and Excelerate provides that home for LNG. Our assets are the receiving point across the globe for LNG, which we convert back into natural gas through the process of regasification. That natural gas is then used by us, our customers, or other end users further downstream for lower carbon emitting power generation or direct energy consumption. At Excelerate, we believe that access to energy sources such as LNG is critical to assist countries in growing their economies, enhancing their energy security, and advancing their decarbonization efforts.
Our business is substantially supported by long-term, take-or-pay agreements, which provide consistent revenue and cash flow from our high-quality customer base. Under these agreements, we either provide regasification services or utilize our assets to directly provide natural gas, LNG, power, or steam to our customers. As of June 30, 2025, we control or operate 11 floating regasification terminals, one onshore regasification terminal and a combined heat and power plant. We have one new floating regasifiation terminal currently being constructed by Hyundai Heavy Industries in South Korea, which we expect to bring online in 2026 to support our expansion plans and to meet the growing need for floating regasification capacity.
Our business spans the globe, with regional presences in 12 countries and an operational presence in Argentina, Bangladesh, Brazil, Finland, Germany, Jamaica, Pakistan, the United Arab Emirates (“UAE”), and the United States. Since we began operations, we have completed more than 3,100 ship-to-ship transfers of LNG with over 50 LNG operators and have safely delivered more than 7,600 billion cubic feet of natural gas through 19 LNG regasification terminals. We are the largest provider of regasified LNG capacity in Argentina, Bangladesh, Finland, Jamaica and the UAE. We are also one of the largest providers of regasified LNG in Brazil as well as in Pakistan, where we have regasified more LNG than any other provider in the past 10 years.
For the three months ended June 30, 2025, we generated revenues of $204.6 million, net income of $20.8 million and adjusted earnings before income tax, depreciation and amortization (“Adjusted EBITDA”) of $107.1 million. For the three months ended June 30, 2024, we generated revenues of $183.3 million, net income of $33.3 million and Adjusted EBITDA of $89.0 million. For more information regarding our non-GAAP measure Adjusted EBITDA and a reconciliation to net income, the most comparable U.S. Generally Accepted Accounting Principles (“GAAP”) measure, see “How We Evaluate Our Operations.”
Acquisition
In May 2025, we closed the acquisition of 100% of the interests in New Fortress Energy Inc.’s business in Jamaica for approximately $1.055 billion in cash, which was subject to certain adjustments for cash, indebtedness, transaction expenses, working capital and liquefied natural gas and fuel inventory (the “Acquisition”). Under the terms of the purchase agreement, we acquired 100% of the operating interests in three facilities, as well as the operations, pipelines and infrastructure associated therewith: the Montego Bay LNG Terminal, the Old Harbour LNG Terminal and the Clarendon combined heat and power plant. The Acquisition was funded with the Debt Offering (as defined herein), the Equity Offering (as defined herein), and cash on hand.
The Acquisition directly aligns with our strategies of (1) acquiring interests in LNG regasification terminals and integrated LNG infrastructure projects, which we believe will enhance long-term contract revenue and margins, and (2) diversifying the geographic mix of the LNG markets we serve and our customer base.
We believe that the Acquisition is complementary to our existing assets and business strategy and establishes Excelerate as a provider of “last-mile” LNG infrastructure in Jamaica. Additionally, the Acquisition provides an attractive downstream natural gas market for Excelerate’s 20-year Venture Global LNG supply agreement and secures pull through demand and value-accretive offtake for our LNG supply. The Acquisition aligns with our investment thesis in the following ways:
•
The Facilities Serve Attractive and Growing Markets: The facilities are located in a key Atlantic Basin natural gas market, representing Jamaica’s only two LNG regasification terminals and the first combined heat and power plant in the Caribbean, and supply approximately 30 trillion British thermal units per year of LNG, which directly or indirectly accounts for more than half of Jamaica’s electricity generation. We believe the Acquisition will also position us to capture additional market share as regional demand grows, creating low-cost opportunities to expand.
Highly Contracted with Long-Term Agreements: Sales agreements in place as of December 31, 2024 represent approximately $2.9 billion of cumulative take-or-pay direct margin through 2039, and nearly 100% of contracted revenue includes contractual inflation escalators. As of December 31, 2024, the sales contracts within the business have a weighted average remaining contract tenor of approximately 13 years (or approximately 21 years, if extension options are exercised) and the majority of the contracts are with high-quality investment-grade counterparties. With the effect of the Acquisition, we expect over 90% of our cash flows from customers to be derived from take-or-pay contracts, with such contracts having a remaining weighted average contract life of approximately 10 years (or approximately 13 years, if extension options are exercised for the Acquisition contracts).
Highly Complementary Infrastructure Assets: The facilities expand our size, scale and operating capabilities without requiring significant additional capital expenditures. These assets will expand our ability to provide customers with tailored solutions across the LNG value chain, from procurement to distribution. We believe that the Acquisition will result in our holding an approximately 25% market share of total global floating regasification capacity.
Recent Trends and Outlook
During the second quarter of 2025, Dutch Title Transfer Facility (“TTF”) prices decreased to $11.76 per million British thermal units (“MMBtu”) from $14.39/MMBtu in the first quarter of 2025. Japan Korea Marker (JKM) reported average second quarter 2025 prices of $13.11/MMBtu, which decreased from first quarter 2025 prices of $14.35/MMBtu.
Global LNG trade volumes reached approximately 101 million tons per annum (“MTPA”) in the second quarter of 2025, a slight decrease from 108 MTPA in the first quarter of 2025. The quarter-over-quarter decline was led by a slowdown in global economic growth, with second quarter of 2025 GDP expansion forecasted to decelerate to 2.9% as compared to the first quarter of 2025 forecast of 3.2%. Japan faced the largest quarter-over-quarter LNG imports decline from 18 MTPA in the first quarter of 2025 to 14.6 MTPA during the second quarter of 2025. This decline in imports was due to the end of winter peak consumption, increased power generation from nuclear and renewables, and softer industrial activity from manufacturing and chemicals.
We believe the evolving LNG market dynamics support our growth strategy. We expect the heightened focus on energy security, coupled with the global shift toward cleaner energy sources, will continue to support demand for LNG. As LNG supply continues to grow, with an estimated 46 MTPA of new capacity coming online worldwide in 2025, we believe there will be an increasing need for more regasification assets to connect this supply with demand centers worldwide. This reinforces our commitment to focusing on the downstream segment of the LNG value chain, where we believe Excelerate is well positioned to be a key player in facilitating the transition to a more secure and diversified energy landscape.
Components of Our Results of Operations
Terminal services revenues
Terminal services revenues are earned via our offshore infrastructure assets that are leased to customers and from the related technical services we provide to operate those assets. These assets provide offshore regasification of LNG to natural gas and are put in place to provide the inlet for LNG into countries around the world under long-term, take-or-pay lease and operations agreements. We generally charge fixed fees for the use of and services provided with our regasification capacity plus additional amounts for certain variable costs.
LNG, gas and power revenues
LNG, gas and power revenues are earned through vertically integrated LNG sourcing, transportation, regasification, and power generation. We employ our midstream LNG assets with additional owned assets further downstream in the LNG value chain to deliver products to our customers, ultimately in the form of natural gas, LNG, power, or steam. These products are primarily sold through long-term take-or-pay agreements and, when sourced by us, are primarily done on a back-to-back price basis.
Cost of LNG, gas and power
Cost of LNG, gas and power is comprised of expenses incurred in sourcing LNG, transporting LNG and natural gas, regasifying LNG, and generating power and steam. These expenses include purchasing, personnel, and other supporting costs incurred in operating and servicing our infrastructure assets utilized in delivering these products to our customers. We primarily source LNG through long-term offtake agreements from natural gas liquefaction facilities around the world. These offtake agreements allow us to link price terms directly with take-or-pay agreements with our customers, creating continuous take-or-pay margin on a back-to-back price basis.
32
Operating expenses includes personnel, repair and maintenance, and other supporting costs incurred in operating and servicing our offshore infrastructure assets that are leased to customers.
Depreciation and amortization expenses
Depreciation expense is recognized on a straight-line basis over the estimated useful lives of our property and equipment assets, less an estimated salvage value. Certain recurring repairs and maintenance expenditures required by regulators are amortized over the required maintenance period.
Selling, general and administrative expenses consist primarily of compensation and other employee-related costs for personnel engaged in executive management, sales, finance, legal, tax and human resources. Selling, general and administrative expenses also consists of expenses associated with office facilities, information technology, external professional services, business development, legal costs and other administrative expenses.
We incurred transition and transaction expenses related to consulting, legal and due diligence costs incurred as part of and in preparation for the Acquisition.
Other income, net, primarily contains interest income, gains or losses from the effect of foreign exchange rates and gains and losses on asset sales.
Interest expense and Interest expense – related party
Our interest expense is primarily associated with our finance leases liabilities and loan agreements with external banks and related parties.
Earnings from equity-method investment
Earnings from equity-method investment relate to our 45% ownership interest in the joint venture with Nakilat Excelerate LLC, which we acquired in 2018.
Excelerate is a corporation for U.S. federal and state income tax purposes. Excelerate Energy Limited Partnership (“EELP”) is treated as a pass-through entity for U.S. federal income tax purposes and, as such, has generally not been subject to U.S. federal income tax at the entity level. Instead, EELP’s U.S. income is allocated to its Class A and Class B partners proportionate to their interest. In addition, EELP has international operations that are subject to foreign income tax and U.S. corporate subsidiaries subject to U.S. federal tax. These taxes are also included in our provision for income taxes.
Net income (loss) attributable to non-controlling interest
Net income (loss) attributable to non-controlling interests includes earnings allocable to our shares of Class B Common Stock, $0.001 par value per share (“Class B Common Stock”) as well as earnings allocable to the third-party equity ownership interests in our subsidiaries, Excelerate Energy Bangladesh, LLC and Excelerate Albania Holding Sh.p.k.
Factors Affecting the Comparability of Our Results of Operations
Our historical results of operations may not be comparable from period to period or going forward. Set forth below is a brief discussion of the key factors impacting the comparability of our results of operations.
Impact of the Acquisition
We closed on the Acquisition in May 2025; therefore our results of operations for the three and six months ended June 30, 2025, only contain a partial period of Jamaican operating results. Results of operations for the three and six months ended June 30, 2024, do not contain the results of Jamaican operations.
How We Evaluate Our Operations
We operate in a single reportable segment. However, we use a variety of qualitative, operational and financial metrics to assess our performance and valuation. Among other measures, management considers each of the following in assessing our business:
Adjusted Gross Margin;
Adjusted EBITDA; and
Capital Expenditures.
Adjusted Gross Margin
We use Adjusted Gross Margin, a non-GAAP financial measure, which we define as revenues less cost of LNG, gas and power and operating expenses, excluding depreciation and amortization, to measure our operational financial performance. Management believes Adjusted Gross Margin is useful because it provides insight on profitability and true operating performance excluding the implications of the historical cost basis of our assets. Our computation of Adjusted Gross Margin may not be comparable to other similarly titled measures of other companies, and you are cautioned not to place undue reliance on this information.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure included as a supplemental disclosure because we believe it is a useful indicator of our operating performance. We define Adjusted EBITDA as net income before interest expense, income taxes, depreciation and amortization, accretion, non-cash long-term incentive compensation expense and items such as charges and non-recurring expenses that management does not consider as part of assessing ongoing operating performance.
We adjust net income for the items listed above to arrive at Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income as determined in accordance with GAAP or as an indicator of our operating performance or liquidity. This measure has limitations as certain excluded items are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an inference that our results will be unaffected by unusual or non-recurring items. Our computations of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. For the foregoing reasons, Adjusted EBITDA has significant limitations that affect its use as an indicator of our profitability and valuation, and you are cautioned not to place undue reliance on this information.
Capital Expenditures
We incur capital expenditures as part of our regular business operations. Capital expenditures are costs incurred to expand our business operations, increase the efficiency of business operations, extend the life of an existing asset, improve an asset’s capabilities, increase the future service of an asset, maintain the service capability of existing assets, and provide the upkeep required for regulatory compliance. Costs related to prospective projects are capitalized once it is determined to be probable that the related assets will be constructed.
The tables below reconcile the financial measures discussed above to the most directly comparable financial measure calculated and presented in accordance with GAAP:
(40,427
(31,173
(201,186
(71,052
(46,023
(46,579
(87,961
(117,192
Depreciation and amortization expense
(25,518
(30,400
(47,161
(53,310
Gross Margin
92,588
75,181
183,338
141,892
118,106
105,581
230,499
195,202
34
23,932
15,476
38,248
31,082
5,574
7,427
11,601
14,328
Accretion expense
483
463
3,206
107,137
88,963
207,557
164,352
Consolidated Results of Operations
Three and Six Months Ended June 30, 2025 Compared to Three and Six Months Ended June 30, 2024
Change
(2,154
(10,783
23,377
146,983
21,223
136,200
9,254
130,134
(29,231
(4,882
(6,149
Selling, general and administrative
(3,757
(3,957
27,718
122,138
(6,495
14,062
(8,626
(7,538
170
372
Earnings from equity method investments
73
1,775
(14,365
8,744
1,853
2,727
(12,512
11,471
(10,569
8,351
(1,943
3,120
Additional financial data:
17,407
41,446
12,525
35,297
18,174
43,205
Net income was $20.8 million for the three months ended June 30, 2025, a decrease of $12.5 million, as compared to $33.3 million for the three months ended June 30, 2024. Net income was lower primarily due to transition and transaction costs incurred as a result of the Acquisition ($27.7 million) and an increase in interest expense due to our new 2030 Notes, net of the paydown of the Term Loan ($9.7 million), partially offset by the addition of Jamaica operating income ($10.4 million), extended commissioning time for our power barge assets in Albania in 2024 ($8.6 million) and a decrease in business development expenses ($3.7 million).
Net income was $72.9 million for the six months ended June 30, 2025, an increase of $11.5 million, as compared to $61.4 million for the six months ended June 30, 2024. Net income was higher primarily due to the drydocking of Summit LNG and Excellence in the first three months of 2024 ($17.1 million), the addition of Jamaica operating income ($10.4 million), extended commissioning time for our power barge assets in Albania in 2024 ($9.7 million), a decrease in personnel costs in Argentina ($5.7 million), an increase in LNG, gas and power sales opportunities ($3.3 million), a decrease in the provision for income taxes ($2.7 million), as discussed below, and a decrease in foreign exchange losses ($2.0 million), partially offset by transition and transaction costs incurred as a result of the Acquisition ($31.3 million) and an increase in interest expense due to our new 2030 Notes, net of the paydown of the Term Loan ($9.7 million).
Gross Margin and Adjusted Gross Margin
Gross Margin was $92.6 million for the three months ended June 30, 2025, an increase of $17.4 million, as compared to $75.2 million for the three months ended June 30, 2024. For the three months ended June 30, 2025, Adjusted Gross Margin was $118.1 million, an increase of $12.5 million, as compared to $105.6 million for the three months ended June 30, 2024. Gross Margin and Adjusted Gross Margin were higher primarily due to the Acquisition ($15.2 million). Gross Margin was also higher due to extended commissioning time for our power barge assets in Albania in 2024 ($8.6 million), partially offset by the addition of depreciation and amortization in Jamaica ($4.6 million).
Gross Margin was $183.3 million for the six months ended June 30, 2025, an increase of $41.4 million, as compared to $141.9 million for the six months ended June 30, 2024. For the six months ended June 30, 2025, Adjusted Gross Margin was $230.5 million, an increase of $35.3 million, as compared to $195.2 million for the six months ended June 30, 2024. Gross Margin and Adjusted Gross Margin were higher primarily due to the drydocking of Summit LNG and Excellence in the first three months of 2024 ($17.1 million), the Acquisition ($15.2 million), a decrease in personnel costs in Argentina ($5.7 million) and an increase in LNG, gas and power sales opportunities ($3.3 million). Gross Margin was also higher due to extended commissioning time for our power barge assets in Albania in 2024 ($9.7 million), partially offset by the addition of depreciation and amortization in Jamaica ($4.6 million).
Adjusted EBITDA was $107.1 million for the three months ended June 30, 2025, an increase of $18.1 million, as compared to $89.0 million for the three months ended June 30, 2024. Adjusted EBITDA was higher primarily due to the Acquisition ($15.0 million) and a decrease in business development expenses ($3.7 million).
Adjusted EBITDA was $207.6 million for the six months ended June 30, 2025, an increase of $43.2 million, as compared to $164.4 million for the six months ended June 30, 2024. Adjusted EBITDA was higher primarily due to the drydocking of Summit LNG and Excellence in the first three months of 2024 ($17.1 million), the Acquisition ($15.0 million), a decrease in personnel costs in Argentina ($5.7 million), an increase in LNG, gas and power sales opportunities ($3.3 million), and a decrease in foreign exchange losses ($2.0 million).
For more information regarding our non-GAAP measures Adjusted Gross Margin and Adjusted EBITDA, and a reconciliation to their most comparable GAAP measures, see “—How We Evaluate Our Operations.”
Terminal services revenues were $148.8 million for the three months ended June 30, 2025, a decrease of $2.2 million as compared to $151.0 million for the three months ended June 30, 2024. Terminal services revenues were lower primarily due to lower reimbursable costs.
Terminal services revenues were $297.2 million for the six months ended June 30, 2025, a decrease of $10.8 million as compared to $308.0 million for the six months ended June 30, 2024. Terminal services revenues were lower primarily due lower reimbursable costs and to the recognition of deferred revenue for the drydocking of Summit LNG in the first quarter of 2024, which occurs when we drydock either of our two floating regasification terminals accounted for as a sales-type lease.
LNG, gas and power revenues were $55.7 million for the three months ended June 30, 2025, an increase of $23.4 million, as compared to $32.3 million for the three months ended June 30, 2024. The increase was primarily due to the Acquisition, partially offset by LNG, gas and power revenues in Asia Pacific the second quarter of 2024.
LNG, gas and power revenues were $222.4 million for the six months ended June 30, 2025, an increase of $146.9 million, as compared to $75.5 million for the six months ended June 30, 2024. The increase was primarily due to increased LNG, gas and power revenues in Asia Pacific and the Atlantic Basin in the first quarter of 2025 and the Acquisition.
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Cost of LNG, gas and power was $40.4 million for the three months ended June 30, 2025, an increase of $9.2 million, as compared to $31.2 million for the three months ended June 30, 2025 and 2024. The increase was primarily due to the Acquisition, partially offset by increased LNG, gas and power revenues in Asia Pacific in the second quarter of 2024.
Cost of LNG, gas and power was $201.2 million for the six months ended June 30, 2025, an increase of $130.1 million, as compared to $71.1 million for the six months ended June 30, 2024. The increase was primarily due to increased LNG, gas and power revenues in Asia Pacific and the Atlantic Basin in the first quarter of 2025 and the Acquisition.
Operating expenses were $46.0 million for the three months ended June 30, 2025, a decrease of $0.6 million, as compared to $46.6 million for the three months ended June 30, 2024. Operating expenses were essentially flat.
Operating expenses were $88.0 million for the six months ended June 30, 2025, a decrease of $29.2 million, as compared to $117.2 million for the six months ended June 30, 2024. The decrease in operating expenses was primarily due to drydock costs on Summit LNG in the first quarter of 2024 and decreased personnel costs in Argentina.
Depreciation and amortization expenses were $25.5 million for the three months ended June 30, 2025, a decrease of $4.9 million, as compared to $30.4 million for the three months ended June 30, 2024. Depreciation and amortization decreased primarily due to the extended commissioning time on our power barge assets in Albania during 2024, partially offset by the Acquisition.
Depreciation and amortization expenses were $47.2 million for the six months ended June 30, 2025, a decrease of $6.1 million, as compared to $53.3 million for the six months ended June 30, 2024. Depreciation and amortization decreased primarily due to the extended commissioning time on our power barge assets in Albania during 2024, partially offset by the Acquisition.
Selling, general and administrative expenses were $21.5 million for the three months ended June 30, 2025, a decrease of $3.8 million, as compared to $25.3 million for the three months ended June 30, 2025 and 2024. Selling, general and administrative expenses decreased primarily due to lower business development expenses.
Selling, general and administrative expenses were $42.9 million for the six months ended June 30, 2025, a decrease of $4.0 million, as compared to $46.9 million for the six months ended June 30, 2024. Selling, general and administrative expenses decreased primarily due to lower business development expenses.
Transition and transaction expenses were $27.7 million for the three months ended June 30, 2025. Transition and transaction expenses relate to due diligence, legal, and integration costs for the Acquisition.
Transition and transaction expenses were $31.3 million for the six months ended June 30, 2025. Transition and transaction expenses relate to due diligence, legal, and integration costs for the Acquisition.
Interest expense was $20.7 million for the three months ended June 30, 2025, an increase of $8.6 million, as compared to $12.1 million for the three months ended June 30, 2024. The increase was primarily due to our new 2030 Notes (as defined herein), lower balances remaining on our finance leases and long-term debt and decreases in interest rates.
Interest expense was $31.7 million for the six months ended June 30, 2025, an increase of $7.5 million, as compared to $24.2 million for the six months ended June 30, 2024. The increase was primarily due to our new 2030 Notes (as defined herein), partially offset by the pay down of the Term Loan Facility (as defined herein) during the second quarter of 2025, lower balances remaining on our finance leases and long-term debt and decreases in interest rates.
Other income, net was $6.3 million for the three months ended June 30, 2025, an increase of $0.6 million, as compared to $5.7 million for the three months ended June 30, 2024. Other income, net, was essentially flat.
Other income, net was $12.4 million for the six months ended June 30, 2025, an increase of $1.7 million, as compared to $10.7 million for the six months ended June 30, 2024. Other income, net increased primarily due to a decrease in foreign exchange losses.
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The effective tax rate for the three months ended June 30, 2025 and 2024, was 21.2% and 18.2%, respectively. The effective tax rate for the six months ended June 30, 2025 and 2024, was 13.7% and 18.9%, respectively. The decrease was primarily driven by the geographical distribution of income and the varying tax regimes of jurisdictions.
We have international operations that are also subject to foreign income tax and U.S. corporate subsidiaries subject to U.S. federal tax. Therefore, its effective income tax rate is dependent on many factors, including the geographical distribution of income, a rate benefit attributable to the portion of our earnings not subject to corporate level taxes, and the impact of nondeductible items and foreign exchange impacts as well as varying tax regimes of jurisdictions. In one jurisdiction, our tax rate is significantly less than the applicable statutory rate as a result of a tax holiday that was granted. This tax holiday will expire in 2033 at the same time that our contract with and revenue from our customer ends.
Net income attributable to non-controlling interest
Net income attributable to non-controlling interest was $16.0 million for the three months ended June 30, 2025, a decrease of $10.6 million, as compared to $26.6 million for the three months ended June 30, 2024. The decrease in net income attributable to non-controlling interest was primarily due to lower net income attributable to owners of our Class B Common Stock and a decrease in the Class B ownership as a result of the Equity Offering (as defined herein).
Net income attributable to non-controlling interest was $56.8 million for the six months ended June 30, 2025, an increase of $8.4 million, as compared to $48.4 million for the six months ended June 30, 2024. The increase in net income attributable to non-controlling interest was primarily due to higher net income attributable to owners of our Class B Common Stock, partially offset by a decrease in the Class B ownership as a result of the Equity Offering (as defined herein).
Liquidity and Capital Resources
Based on our cash positions, cash flows from operating activities and borrowing capacity on our debt facilities, we believe we will have sufficient liquidity for the next 12 months for ongoing operations, planned capital expenditures, other investments, debt service obligations, payment of tax distributions and our announced and expected quarterly dividends and distributions, as described in Part II, Item 5 – Our Dividend and Distribution Policy in the 2024 Annual Report. For more information regarding our planned dividend payments, see Note 12 – Equity. As of June 30, 2025, we had $426.0 million in unrestricted cash and cash equivalents.
We have historically funded our business, including meeting our day-to-day operational requirements, repaying our indebtedness and funding capital expenditures, through debt financing, capital contributions and our operating cash flows as discussed below. We expect that our future principal uses of cash will also include additional capital expenditures to fund our growth strategy, pay income taxes and make distributions from EELP to fund income taxes, fund our obligations under the Tax Receivable Agreement (“TRA”), and pay cash dividends and distributions. Any determination to pay dividends to holders of our common stock and distributions to holders of EELP’s Class B interests will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, results of operations, projections, liquidity, earnings, legal requirements, covenant compliance, restrictions in our existing and any future debt and other factors that our board of directors deems relevant. In the future we may enter into arrangements to grow our business or acquire or invest in complementary businesses which could decrease our cash and cash equivalents and increase our cash requirements. As a result of these and other factors, we could use our available capital resources sooner than expected and may be required to seek additional equity or debt.
On March 31, 2025, the Company and EELP entered into an underwriting agreement (the “Underwriting Agreement”) relating to an underwritten public offering (the “Equity Offering”) of 6,956,522 shares (the “Shares”) of our Class A common stock, par value $0.001 per share (the “Class A Common Stock”). The offering price of the Shares to the public was $26.50 per share, and the underwriters agreed to purchase the Shares from us pursuant to the Underwriting Agreement at a price of $25.308 per share. Under the terms of the Underwriting Agreement, we granted the underwriters an option, exercisable for 30 days, to purchase up to an additional 1,043,478 shares of Class A Common Stock at the same price per share as the Shares. The Equity Offering closed on April 2, 2025. The underwriters’ option was fully exercised and subsequently closed on May 1, 2025. The net proceeds from the Equity Offering to us from the sale of the Shares, after deducting underwriting discounts and commissions and estimated offering expenses, were approximately $201.8 million.
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During the year ended December 31, 2024, we repurchased 2,473,787 shares of our outstanding Class A Common Stock at a weighted average price of $20.41 per share, for a total net cost, including commission fees and taxes, of approximately $50.0 million. As indicated under the EELP Limited Partnership Agreement, for each Class A Common Stock we repurchased, EELP, immediately prior to the repurchase, redeemed an equal number of Class A interests held by us, upon the same terms and at the same price, as the shares of our Class A Common Stock were repurchased.
Cash Flow Statement Highlights
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Net cash provided by (used in):
Operating activities
86,909
Investing activities
(1,087,231
Financing activities
836,130
94
Net increase (decrease) in cash, cash equivalents, and restricted cash
(164,098
Operating Activities
Cash flows provided by operating activities increased by $86.9 million for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, primarily due to differences in the timing of collections and payments related to gas purchases and sales, collections received after our power barge assets went into service, 2024 drydock expenditures and an increase in our deferred tax liability, partially offset by costs related to the Acquisition.
Investing Activities and Capital Expenditures
Cash flows used in investing activities were primarily comprised of capital expenditures made for the purchases of property and equipment, which increased by $1,087.2 million for the six months ended June 30, 2025, as compared to the same period in 2024. The increase was primarily due to the Acquisition and the 2025 milestone payments under the Newbuild Agreement (as defined herein), partially offset by 2024 upgrades on Excelsior.
Financing Activities
Financing cash flows increased by $836.1 million for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, primarily due to $800.0 million in borrowings as a result of the Debt Offering (as defined herein), $201.9 million in proceeds from the Equity Offering and $20.3 million paid in 2024 to repurchase Class A Common Stock, partially offset by a $155.5 increase in repayments on long-term debt and finance leases and payments of $19.4 million for debt issuance costs in 2025.
The following table summarizes our cash outlays for capital projects for the three and six months ended June 30, 2025 and 2024:
Capital expenditures
Growth
21,161
15,208
5,953
56,646
18,602
38,044
Maintenance
13,991
18,799
(4,808
26,066
37,843
(11,777
Gross capital expenditures
35,152
34,007
1,145
82,712
56,445
26,267
Change in capital project payables and accruals, net
(1,867
(8,508
6,641
(5,304
(18,177
Cash outlays for capital projects
33,285
25,499
7,786
77,408
38,268
39,140
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Debt Facilities
On April 18, 2022, EELP entered into a senior secured revolving credit agreement, by and among EELP, as borrower, Excelerate, as parent, the lenders party thereto, the issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which the lenders and issuing banks thereunder made available a revolving credit facility (the “EE Revolver”), including a letter of credit sub-facility, to EELP. The EE Revolver enabled us to borrow up to $350.0 million over a three-year term originally set to expire in April 2025.
On March 17, 2023, EELP entered into an amended and restated senior secured credit agreement (“Amended Credit Agreement”), by and among EELP, as borrower, Excelerate, as parent, the lenders party thereto, the issuing banks party thereto and Wells Fargo Bank, N.A., as administrative agent. Under the Amended Credit Agreement, EELP obtained a new $250.0 million term loan facility (the “Term Loan Facility” and, together with the EE Revolver, as amended by the Amended Credit Agreement, the “EE Facilities”). The EE Facilities mature in March 2027. In April 2023, we purchased Sequoia for $265.0 million using $250.0 million borrowed through our Term Loan Facility together with cash on hand.
Borrowings under the EE Facilities bear interest at a per annum rate equal to the term Secured Overnight Financing Rate (“SOFR”) reference rate for such period plus an applicable margin, which applicable margin is based on EELP’s consolidated total leverage ratio as defined and calculated under the Amended Credit Agreement and can range from 2.75% to 3.50%. The unused portion of the EE Revolver commitment is subject to an unused commitment fee calculated at a rate per annum ranging from 0.375% to 0.50% based on EELP’s consolidated total leverage ratio.
In December 2023, we paid off $55.2 million of the principal outstanding on our Term Loan Facility. We also terminated the same notional value of the interest rate swaps we had previously entered into to hedge the fluctuations in the SOFR rates associated with the variable interest rate on the loan.
Proceeds from the EE Revolver may be used for working capital and other general corporate purposes and up to $382.5 million of the EE Revolver may be used for letters of credit. As of June 30, 2025, we had issued no letters of credit under the EE Revolver. In addition to the EE Revolver, we have access of up to $175 million for letters of credit under a bilateral facility.
As a result of the EE Revolver’s financial ratio covenants and after taking into account the outstanding letters of credit issued under the facility, all of the $500.0 million of undrawn capacity was available for additional borrowings as of June 30, 2025.
On March 26, 2025, EELP entered into an amendment to the Amended Credit Agreement, which provided for, among other things (i) additional covenant baskets to permit the Acquisition and the incurrence of debt in connection therewith, and (ii) replacement of the collateral vessel maintenance coverage covenant with a collateral maintenance coverage covenant, which includes the value of the assets acquired in the Acquisition.
On April 21, 2025, EELP and the Company entered into an amendment (the “Fifth Amendment”) to the Amended Credit Agreement. The Fifth Amendment provides for, among other things, (i) the extension of the maturity of the revolving facility thereunder to March 17, 2029 and (ii) an increase in the aggregate commitments under the revolving facility to $500.0 million. As per the conditions of the Fifth Amendment, the remaining outstanding balance on the existing Term Loan Facility was repaid in full using proceeds from the 2030 Notes (as defined herein). The Company also unwound the remaining interest rate swaps associated with the Term Loan Facility.
As of June 30, 2025, we were in compliance with the covenants under our debt facilities.
On May 5, 2025, EELP closed on an offering (the “Debt Offering”) of $800 million in aggregate principal amount of 8.000% senior unsecured notes due 2030 (the “2030 Notes”). The 2030 Notes were issued pursuant to an Indenture, dated as of May 5, 2025, by and among EELP, the Guarantors a party thereto and U.S. Bank Trust Company, National Association, as trustee, paying agent and registrar, will mature on May 15, 2030 and were issued at par. Interest on the 2030 Notes is payable semi-annually in arrears on each May 15 and November 15, beginning on November 15, 2025. Excelerate intends to use the net proceeds from the Debt Offering, together with the net proceeds from the Equity Offering and cash on hand to (i) fund the consideration payable by the Company in the Acquisition, (ii) repay the outstanding borrowings under the Term Loan Facility, and (iii) pay related fees and expenses. The 2030 Notes are guaranteed by certain direct and indirect restricted subsidiaries of EELP.
For information about our other debt obligations, see Notes 10 and 11 in the Notes to our Consolidated Financial Statements.
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Other Contractual Obligations
Operating Leases
We are the lessee to one floating regasification terminal lease and one vessel lease. Additionally, we have operating leases for offices in various locations under noncancelable leases.1 As of December 31, 2024, we had future minimum lease payments totaling $5.6 million. As of June 30, 2025, we had future minimum lease payments totaling $227.9 million and are committed to $17.6 million in year one, $67.0 million for years two and three, $67.7 million for years four and five and $75.6 million thereafter.
Finance Leases
Certain enforceable floating regasification terminal leases and pipeline capacity agreements are classified as finance leases, and the right-of-use assets are included in property and equipment. As of December 31, 2024, we had future minimum lease payments totaling $240.4 million. As of June 30, 2025, we had future minimum lease payments totaling $223.8 million and are committed to $16.6 million in payments in year one, $66.5 million for years two and three, $55.2 million for years four and five and $85.6 million thereafter.
In October 2022, we signed a construction agreement (“the Newbuild Agreement”) with HD Hyundai Heavy Industries for a new floating regasification terminal to be delivered in 2026. We made milestone payments of approximately $50 million, $30 million and $20 million in the fourth quarter of 2024, the first quarter of 2025 and the second quarter of 2025, respectively, leaving approximately $210 million in remaining spend. The final installment is due concurrently with the delivery of the floating regasification terminal, which is expected in 2026.
Tax Receivable Agreement
In April 2022, we entered into the TRA with Excelerate Energy Holdings, LLC (“EEH”) and the George Kaiser Family Foundation (the “Foundation” and, together with EEH, the “TRA Beneficiaries”). The TRA will provide for payment by us to the TRA Beneficiaries of 85% of the amount of the net cash tax savings, if any, that we are deemed to realize as a result of our utilization of certain tax benefits resulting from (i) certain increases in the tax basis of assets of EELP and its subsidiaries resulting from exchanges of EELP partnership interests in the future, (ii) certain tax attributes of EELP and subsidiaries of EELP (including the existing tax basis of assets owned by EELP or its subsidiaries and the tax basis of certain assets purchased from the Foundation) that existed as of the time of our Initial Public Offering or may exist at the time when Class B interests of EELP are exchanged for shares of Class A Common Stock, and (iii) certain other tax benefits related to us entering into the TRA, including tax benefits attributable to payments that we make under the TRA.
LNG purchase commitments
In February 2023, we executed a 20-year LNG sale and purchase agreement (“SPA”) with Venture Global LNG. Under the agreement, we will purchase 0.7 MTPA of LNG on a free-on-board basis from the Plaquemines Phase 2 LNG facility in Plaquemines Parish, Louisiana. Our purchase commitment will be based on the final settlement price of monthly Henry Hub natural gas futures contracts plus a contractual spread. The start of this commitment, however, is dependent on the second phase of the LNG facility becoming operational, which is not expected in the next 12 months.
In January 2024, we executed a 15-year SPA with QatarEnergy. Under the agreement, we have agreed to purchase LNG from QatarEnergy beginning in 2026. QatarEnergy will deliver 0.85 MTPA of LNG in 2026 and 2027 and 1.0 MTPA from 2028 to 2040. Our purchase commitment will be based on a three-month average of Brent Crude prices for the months immediately preceding each delivery, multiplied by a fixed percentage. These LNG volumes are intended to be used to supply sales under the SPA we have with Petrobangla.
In the third quarter of 2024, we signed a medium-term agreement for LNG purchases in one of the Atlantic Basin regions in which we do business. Over the term of this agreement, we will purchase approximately 0.65 million tonnes of LNG, the pricing of which will be based on TTF. The first purchase under this agreement was made during the fourth quarter of 2024.
In May 2025, as part of the Acquisition, we assumed an LNG SPA. Under the agreement, we will purchase approximately 0.32 million tonnes of LNG for the remainder of 2025 and approximately 0.55 MTPA throughout the remainder of the agreement, which ends in January 2030. Our purchase commitment is based on the final settlement price of monthly Henry Hub natural gas futures contracts plus a contractual spread and adjusted for inflation. These LNG volumes are expected to be used to supply customers in Jamaica.
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The following table presents our future contractual obligations as of June 30, 2025 (in thousands):
Next Twelve Months
Beyond
LNG purchase and capacity obligations
487,492
12,310,358
Long-term debt obligations
33,128
1,096,452
Lease obligations
67,666
384,069
Other purchase obligations
284,285
725
872,571
13,791,604
Critical Accounting Policies and Estimates
The preparation of our consolidated financial statements in conformity with GAAP requires significant judgments from management in estimating matters for financial reporting that are inherently uncertain. For additional information about our accounting policies and estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in the 2024 Annual Report and the notes to the audited financial statements included therein.
There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in the 2024 Annual Report.
Recent Accounting Pronouncements
Refer to Note 2 – Summary of significant accounting policies, to the notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q for information regarding recently issued accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
In our normal course of business, we are exposed to certain market risks, including changes in interest rates, natural gas and LNG commodity prices and foreign currency exchange rates. In order to manage these risks, we may utilize derivative instruments. Gains or losses on those derivative instruments would typically be offset by corresponding gains or losses on the hedged item.
Interest Rate Risk
We have entered into long-term interest rate swap agreements in order to hedge a portion of our exposure to changes in interest rates associated with our external bank loans. We are exposed to changes in interest rates on our other debt facilities as well as the portion of our external bank loans that remain unhedged. We may enter into additional derivative instruments to manage our exposure to interest rates.
As of June 30, 2025 and December 31, 2024, the fair value of our interest rate swaps was $1.2 million and $2.3 million, respectively. Based on our hedged notional amount as of June 30, 2025, a hypothetical 100 basis point increase or decrease in the three-month and six-month SOFR forward curves would change the estimated fair value of our existing interest rate swaps by $1.1 million.
Commodity Price Risk
In the course of our operations, we are exposed to commodity price risk, primarily through our purchases of or commitments to purchase LNG. To reduce our exposure, we may enter into derivative instruments to offset some or all of the associated price risk. As of June 30, 2025 and 2024, we had no financial commodity derivative instruments.
Foreign Currency Exchange Risk
Our reporting currency is the U.S. dollar. We have one foreign subsidiary that utilizes the euro as its functional currency. Gains or losses due to transactions in foreign currencies are included in other income (expense), net in our consolidated statements of income. Due to a portion of our expenses being incurred in currencies other than the U.S. dollar, our expenses may, from time to time, increase relative to our revenues as a result of fluctuations in exchange rates, particularly between the U.S. dollar and the euro, Argentine peso, Brazilian real and the Bangladesh taka. As of June 30, 2025, the fair value of financial derivatives used to hedge some of our currency exposure was immaterial. For the six months ended June 30, 2025 and 2024, we recorded $(0.5) million and $(2.6) million, respectively, in foreign currency gains/(losses) in our consolidated statements of income.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, management, including our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2025. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of June 30, 2025.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the three months ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
Disclosure concerning legal proceedings is incorporated by reference to Part I. Item 1. Financial Information—Note 20 – Commitments and contingencies in this Quarterly Report.
Item 1A. Risk Factors.
There have been no material changes from the risk factors previously disclosed in “Risk Factors” included in the 2024 Annual Report and the Company’s Form 10-Q for the quarterly period ended March, 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Not applicable.
Item 3. Defaults Upon Senior Securities.
Item 4. Mine Safety Disclosures.
Item 5. Other Information.
(c) Trading Plans
During the three months ended June 30, 2025, none of the Company’s directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(a) of Regulation S-K).
Item 6. Exhibits.
Exhibit
Number
Description
10.1‡
Fifth Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of April 21, 2025 (Incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on May 8, 2025).
10.2
Indenture, dated as of May 5, 2025, by and among Excelerate Energy Limited Partnership, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on May 5, 2025).
10.3
Form of 8.000% Senior Notes due 2030 (included as Exhibit A in Exhibit 10.2) (Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on May 5, 2025).
31.1**
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith.
** Furnished herewith. This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
‡ Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K. The Company agrees to furnish an unredacted copy of this exhibit to the SEC upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 11, 2025
By:
/s/ Dana Armstrong
Dana Armstrong
Executive Vice President and Chief Financial Officer (Principal Financial Officer)