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 our Prospectus for the year endedDecember 31, 2021 . 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 Prospectus, this Form 10-Q and our other filings with theSEC . Please also see the section titled "Forward-Looking Statements."
Overview
Excelerate is changing the way the world accesses cleaner, more affordable and reliable energy by delivering regasified natural gas, benefitting hundreds of millions of people around the world. From our founding, we have focused on providing flexible LNG solutions to markets in diverse environments across the globe, providing a lesser emitting form of energy to markets that often rely on coal as their primary energy source. AtExcelerate , we believe that access to affordable energy such as LNG is critical to assisting emerging markets in their decarbonization efforts, while at the same time promoting economic growth and improving quality of life. We have grown our business significantly since our first FSRU charter in 2003, and today, we are a profitable energy company with a geographically diversified business model. Our business spans the globe, with regional offices in eight countries and operations inthe United States ,Brazil ,Argentina ,Israel ,United Arab Emirates ,Pakistan andBangladesh . We are the largest provider of regasified LNG inArgentina andBangladesh and one of the largest providers of regasified LNG inBrazil andPakistan , and we operate the largest FSRU inBrazil . We also lease an LNG terminal inBahia, Brazil (the "Bahia Terminal ") from PetróleoBrasileiro S.A. ("Petrobras") and inDecember 2021 , we started importing LNG and selling regasified natural gas to Petrobras. In addition to Petrobras, we have plans to sell regasified natural gas to other downstream customers inBrazil ,Europe andBangladesh . In each of these countries, we offer a cleaner energy source from which power can be generated consistently. The high value our customers place on our services has resulted in a reliable source of revenues to us, while our global reach helps balance seasonal demand fluctuation among the geographies in which we operate. For the three months endedSeptember 30, 2022 , we generated revenues of$803.3 million , net income of$37.3 million and Adjusted EBITDAR of$86.4 million . For the three months endedSeptember 30, 2021 , we generated revenues of$192.1 million , net income of$1.4 million and Adjusted EBITDAR of$65.3 million . For more information regarding our non-GAAP measure Adjusted EBITDAR and a reconciliation to net income, the most comparableU.S. Generally Accepted Accounting Principles ("GAAP") measure, see "How We Evaluate Our Operations." Our business focuses on the integration of the natural gas-to-power LNG value chain, and as part of this value chain, we operate regasification terminals in growing global economies that utilize our FSRU fleet. Our business is substantially supported by time charter contracts, which are effectively long-term, take-or-pay arrangements and provide consistent revenue and cash flow from our high-quality customer base. As ofSeptember 30, 2022 , we operate a fleet of ten purpose-built FSRUs, have completed more than 2,400 ship-to-ship transfers of LNG with over 40 LNG operators since we began operations and have safely delivered more than 5,900 billion cubic feet of natural gas through 15 LNG regasification terminals. For the three months endedSeptember 30, 2022 and 2021, we generated revenues of$115.3 million and$116.6 million , respectively, from our FSRU and terminal services businesses, representing approximately 14% and 61% of our total revenues for each of those periods. We also procure LNG from major producers and sell regasified natural gas through our flexible LNG terminals. For the three months endedSeptember 30, 2022 and 2021, we generated revenues of$687.9 million and$75.6 million , respectively, from LNG and natural gas sales, representing approximately 86% and 39% of our total revenues for each of those periods. The commercial momentum that we have established in recent years and the increasing need for access to LNG around the world, have resulted in a significant portfolio of new growth opportunities for us to pursue. In addition to our FSRU and terminal services businesses and natural gas sales, we plan to expand our business to provide customers with an array of products, including LNG-to-power projects. We are currently developing integrated LNG projects inAlbania andBangladesh . We are also evaluating and pursuing additional early-stage projects with opportunities inEurope ,Asia Pacific ,Latin America , and theMiddle East .
Recent Trends and Outlook
According to Shell's 2022 LNG Outlook, global LNG demand is estimated to increase from 380 metric tons ("MT") in 2021 to about700 MT in 2040. Increased aspirations for carbon neutrality and energy transitions away from coal may cause countries to rely more on lower carbon fuels such as LNG. We believe future LNG demand will be driven by increased European consumption and southeast Asian power demand growth, underpinned by economic development and urbanization increasing demand for electricity. On the supply side, we believe there is a robust pipeline of projects with the appropriate offtake commitments that can meet this new demand. Limitations on energy import infrastructure make LNG adoption difficult, but as a pioneer in flexible LNG solutions, we believe that we are well positioned to address these limitations and support society's transition to a lower-carbon energy future. Given the appetite for cleaner energy, we expect these industry trends to continue, and we plan to capitalize on this growing global demand and create new markets for natural gas by providing a fully integrated LNG delivery model. 33 -------------------------------------------------------------------------------- Across the world, a combination of extreme weather events, the invasion ofUkraine byRussia and a slower than anticipated build-up of renewables has, in the short term, increased the cost of energy and the risk of energy supply disruptions. Uncertainty around Russian pipeline natural gas deliveries resulted in greater competition for global LNG supply, which affected markets around the world. Emerging markets in particular have been affected by deteriorating economic conditions and an inability to afford spot LNG cargoes to supplement near-term natural gas supplies. InBangladesh for example, the country has reduced its purchases of LNG imports on the spot market as it looks to limit the effects of high spot prices on its economy. However, natural gas remains critical to the country's future economic growth and the country is advancing plans to sign new long-term LNG sale and purchase agreements to guarantee more affordable and predictable LNG pricing. For many countries, near-term energy decision making is being driven by the need to balance between aspirations for a transition to renewable energy with the pursuit of energy security. Because a return to a pre-Russian conflict era natural gas supply seems unlikely, we believe flexible LNG infrastructure and FSRUs will play an essential role in providing energy security and serving as a complementary backstop to balance the intermittency of renewable energy. InOctober 2022 ,Excelerate signed a binding five-year charter contract with the Government of theFederal Republic of Germany for the FSRU Excelsior to provide regasification services at one ofGermany's planned LNG import terminals that is being developed.Europe and the world are bracing for tight natural gas market conditions this coming winter and into next year.China has requested its state-owned companies no longer re-sell their LNG cargoes toEurope andJapan andKorea are seeking early 2023 cargoes. TheEuropean Union governments have approved legislation to reduce natural gas demand this winter. The legislation includes voluntary reduction of natural gas demand by 15% fromAugust 2022 throughMarch 2023 . If the voluntary natural gas demand curtailments yield insufficient savings, mandatory natural gas demand curtailment will be implemented across theEuropean Union . The market is anticipating continued demand destruction due to higher-than-normal LNG pricing, but depending on the severity of winter temperatures, the actions being taken may not be sufficient to moderate prices. This winter is likely to serve as a catalyst for additional action by countries to re-assess how they purchase natural gas, invest in infrastructure, and contract for gas supply, particularly if there is strong competition betweenAsia andEurope for spot cargoes. This change in market behavior has the potential to create new opportunities for FSRU charters and integrated projects inEurope forExcelerate . In addition to increased LNG industry activity levels, we expect to benefit from our strategy to expand into new markets and pursue opportunities for downstream gas sales. We are evaluating new commercial opportunities to sell regasified LNG to countries inEurope via ourFinland terminal and the planned Vlora LNG terminal inAlbania . InBangladesh , we are in discussions to sell 1.5 million tonnes of LNG annually to the country and inBrazil , we are continuing to sell regasified LNG to customers downstream of theBahia Terminal .
Recent Business Updates:
•
InOctober 2022 ,Excelerate signed a binding five-year charter contract with the Government of theFederal Republic of Germany for the FSRU Excelsior to provide regasification services at one ofGermany's planned LNG import terminal that is being developed at thePort of Wilhelmshaven by Tree Energy Solutions, E.ONSE and ENGIE SA.
•
InOctober 2022 ,Excelerate signed a binding Shipbuilding Contract (the "Newbuild Agreement") with Hyundai Heavy Industries ("HHI") for a new FSRU to be delivered in 2026. The state-of-the-art FSRU will be equipped with HHI's proprietary LNG regasification system, dual fuel engines, selective catalytic reduction system, best-in-class boil-off gas management, and other innovative technologies that will drive improved performance and efficiency while lowering emissions. With this newbuild order,Excelerate will have 11 FSRUs in operation or under construction.
•
InSeptember 2022 , after completing its charter at the Bahia Blanca GasPort, the Exemplar made the voyage to the port of Navantia inSpain for winterization upgrades in preparation for its deployment toFinland .Excelerate andGasgrid Finland Oy ("Gasgrid Finland") previously announced an executed 10-year, time charter party agreement forExcelerate to provide LNG regasification services. The vessel's charter hire commenced onOctober 1, 2022 .
•
InJuly 2022 , we announced the signing of a Memorandum of Understanding (MOU) withBulgaria's Overgas, relating to the potential sale of regasified LNG fromExcelerate's planned Vlora LNG terminal inAlbania . Under this MOU,Excelerate will enter into negotiations with Overgas for the purchase of up to 1.0 billion cubic meters of regasified LNG annually for 10 years.
•
InMay 2022 , the Payra LNG project was approved in principle byBangladesh Oil, Gas & Mineral Corporation andBangladesh's Energy and Mineral Resources Division, a significant milestone in the approval process.Excelerate has commenced negotiations of the integrated deal, which includes an LNG supply agreement. The Payra LNG project is expected to representExcelerate's largest deployment of capital to date and has the potential to increase significantly the scale of the Company's global operations.
•
InFebruary 2022 , the Moheshkhali LNG ("MLNG") expansion project was approved in principle by the government ofBangladesh . MLNG is one ofExcelerate's three E-FIT integrated terminals.Excelerate has commenced commercial 34 --------------------------------------------------------------------------------
negotiations for the expansion of the terminal, the extension of our regasification agreement by five years to 2038, and an LNG supply agreement.
•
InJanuary 2022 ,Excelerate received approval from the Albanian government to proceed with the second phase of the feasibility study for the Vlora LNG terminal and power plant. Under the previously announced memorandum of understanding with Albgaz Sh.a,,Albania's natural gas transmission system operator, and Snam S.p.A, one of the largest energy infrastructure owner and operators in the world,Excelerate is continuing to explore solutions to connect theVlora LNG Terminal with other European natural gas infrastructure.
Components of Our Results of Operations
Revenue
We generate revenue through the provision of regasification services using our fleet of FSRUs and LNG terminal assets, as well as physical sales of LNG and natural gas, that are made primarily in connection with our regasification and terminal projects. We provide regasification services through time charters and operation service contracts primarily related to our long-term charter contracts. Most of our time charter revenues are from long-term contracts that function similarly to take-or-pay arrangements in that we are paid if our assets and teams are available and ready to provide services to our customers regardless of whether our customers utilize the services. A portion of our revenue attributable to our charters for the use of our vessels is accounted for as lease revenue, and the revenues attributable to the services provided under those charters are accounted for as non-lease revenue. We generally charge fixed fees for the use of and services provided with our vessels and terminal capacity plus additional amounts for certain variable costs.
Expenses
The principal expenses involved in conducting our business are operating costs, direct cost of gas sales, general and administrative expenses, and depreciation and amortization. A large portion of the fixed and variable costs we incur in our business are in the operation of our fleet of FSRUs and terminals that provide regasification and gas supply to our customers. We manage the level of our fixed costs based on several factors, including industry conditions and expected demand for our services and generally pass-through certain variable costs. We incur significant equipment costs in connection with the operation of our business, including capital equipment recorded as property and equipment, net on our balance sheets and related depreciation and amortization on our income statement. In addition, we incur repair and maintenance and leasing costs related to our property and equipment utilized both in our FSRU and terminal services and gas sales. Property and equipment includes costs incurred for our fleet of FSRUs and terminal assets including capitalized costs related to drydocking activities. Generally, we are required to drydock each of our vessels every five years, but vessels older than 15 years of age require a shorter duration drydocking or in-situ bottom survey every two and a half years.
Cost of revenue and vessel operating expenses
Cost of revenue and vessel operating expenses include the following major cost categories: vessel operating costs; personnel costs; repair and maintenance; and leasing costs. These operating costs are incurred for both our FSRU and terminal services revenues and Gas sales revenues.
Direct cost of gas sales
Direct cost of gas sales includes the cost of LNG and other fuel and direct costs incurred in selling natural gas and LNG, which are significant variable operating costs. These costs fluctuate in proportion to the amount of our natural gas and LNG sales as well as LNG prices.
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 residual value. Certain recurring repairs and maintenance expenditures required by regulators are amortized over the required maintenance period.
Selling, general and administrative expenses
Selling, general and administrative expenses ("SG&A") consist primarily of compensation and other employee-related costs for personnel engaged in executive management, sales, finance, legal, tax and human resources. SG&A also consists of expenses associated with office facilities, information technology, external professional services, business development, legal costs and other administrative expenses. 35 --------------------------------------------------------------------------------
Restructuring, transition and transaction expenses
We incurred restructuring, transition and transaction expenses related to consulting, legal, and audit costs incurred as part of and in preparation for our initial public offering (the "IPO").
Other income, net
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
Provision for income taxes
Excelerate is a corporation forU.S. federal and state income tax purposes.Excelerate's accounting predecessor, EELP, is treated as a pass-through entity forU.S. federal income tax purposes and, as such, has generally not been subject toU.S. federal income tax at the entity level. Instead, EELP'sU.S. income is allocated to its Class A and Class B partners proportionate to their interest. Accordingly, our provision for income taxes includesU.S. taxes incurred at theExcelerate corporate level beginning inApril 2022 . In addition, EELP has international operations that are subject to foreign income tax andU.S. corporate subsidiaries subject toU.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 as well as earnings allocable to the third-party equity ownership interests in our subsidiary,Excelerate Energy Bangladesh, LLC .
Net income (loss) attributable to non-controlling interest - ENE Onshore
Net income (loss) attributable to non-controlling interest - ENE Onshore
includes the earnings allocable to the equity ownership interests in
Factors Affecting the Comparability of Our Results of Operations
As a result of a number of factors, our historical results of operations may not be comparable from period to period or going forward. Set forth below is a brief discussion of the key factors impacting the comparability of our results of operations.
Impact of the Reorganization
Following the completion of the IPO inApril 2022 , we are a corporation forU.S. federal and state income tax purposes.Excelerate's accounting predecessor, EELP, is treated as a pass-through entity forU.S. federal income tax purposes and, as such, has generally not been subject toU.S. federal income tax at the entity level. Accordingly, unless otherwise specified, our historical results of operations prior to the IPO do not include provision forU.S. federal income tax for EELP. The reorganization undertaken in connection with the IPO, as described under "Organizational Structure-The Reorganization" in the Prospectus (the "Reorganization"), was accounted for as a reorganization of entities under common control. As a result, our consolidated financial statements recognized the assets and liabilities received in the Reorganization at their historical carrying amounts, as reflected in the historical consolidated financial statements of EELP. In addition, in connection with the Reorganization and the IPO, we have entered into the Tax Receivable Agreement (the "TRA") withExcelerate Energy Holdings, LLC ("EE Holdings ") and theGeorge Kaiser Family Foundation (the "Foundation") (or their affiliates) (together, the "TRA Beneficiaries") pursuant to which we will be required to pay the TRA Beneficiaries 85% of the net cash savings, if any, that we are deemed to realize as a result of our utilization of certain tax benefits described under "Certain Relationships and Related Person Transactions-Proposed Transactions withExcelerate Energy, Inc. -Tax Receivable Agreement" in our Prospectus. Also, included in the transactions is our acquisition of all of the issued and outstanding membership interests inExcelsior, LLC andFSRU Vessel (Excellence), LLC (f/k/aExcellence, LLC ) (collectively, the "Foundation Vessels"). The acquisition ofExcelsior, LLC was accounted for as an acquisition of property and equipment at the completion of the transaction. The Foundation Vessels have historically been accounted for as finance leases in our historical financial statements. In 2018, EELP entered into an agreement with a 36 -------------------------------------------------------------------------------- customer to lease the Excellence vessel with the vessel transferring ownership to the customer at the conclusion of the agreement for no additional consideration. Historically, EELP, as a lessor, has accounted for the Excellence vessel contract with our customer as a sales-type lease in the consolidated balance sheet in accordance with Accounting Standards Codification 842, Leases. The Excellence vessel will continue to be accounted for as a sales-type lease and thus did not result in an adjustment to property and equipment. The difference between the consideration given to acquire the Excellence and the historical finance lease liability resulted in a$21.8 million early extinguishment of lease liability loss on our consolidated statements of income.
Public Company Costs
We have incurred and expect to continue to incur incremental, non-recurring costs related to our transition to a publicly traded corporation, including the costs of the IPO and the costs associated with the initial implementation of our Sarbanes-Oxley Section 404 internal control reviews and testing. We also expect to incur additional significant and recurring expenses as a publicly traded corporation, including costs associated with compliance under the Exchange Act, annual and quarterly reports to common stockholders, registrar and transfer agent fees, national stock exchange fees, audit fees, incremental director and officer liability insurance costs and director and officer compensation.
Impact of Covid-19
InMarch 2020 , theWorld Health Organization declared the Coronavirus Disease 2019 ("Covid-19") a global pandemic. The Covid-19 outbreak has reached across the globe, resulting in the implementation of significant governmental measures, including lockdowns, closures, quarantines, and travel bans intended to control the spread of the virus. While most of these measures have been relaxed around the world, future prevention and mitigation measures reinstituted in the event of repeat waves of the virus and any variants could have an adverse impact on global economic conditions and consumer confidence and spending, which could materially adversely affect the timing of demand, or users' ability to pay, for our products and services. In response to the Covid-19 pandemic, we took several precautions that may adversely impact employee productivity, such as requiring many office employees to work remotely, imposing travel restrictions, and temporarily closing office locations. In addition, we instituted additional procedures and precautions related to our crews on our FSRU vessels. We incurred incremental costs during the nine months endedSeptember 30, 2022 and 2021, of approximately$2.2 million and$4.1 million , respectively, related to these precautionary measures. We continue to monitor the evolving situation and guidance from international and domestic authorities, including federal, state and local public health authorities, and there may be developments outside our control requiring us to adjust our operating plan. As such, given the unprecedented uncertainty around the duration and severity of the impact on market conditions and the business environment, we cannot reasonably estimate the full impact of the Covid-19 pandemic on our operating results in the future. For additional information, see "Risk Factors-Risks Related to Our Business-Outbreaks of epidemic and pandemic diseases and governmental responses thereto could adversely affect our business." and other risk factors included in the "Risk Factors" section of our Prospectus that describe risks to us attributable to the Covid-19 pandemic.
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; Adjusted EBITDAR; and Capital Expenditures. Adjusted Gross Margin We use Adjusted Gross Margin, a non-GAAP financial measure, which we define as revenues less direct cost of sales 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. 37 --------------------------------------------------------------------------------
Adjusted EBITDA and Adjusted EBITDAR
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, income taxes, depreciation and amortization, 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. In the second quarter of 2022, we revised the definition of Adjusted EBITDA to adjust for the impact of long-term incentive compensation expense, which we did not have prior to becoming a public company, and the early extinguishment of lease liability related to the acquisition of the Excellence vessel, as management believes such items do not directly reflect our ongoing operating performance. Adjusted EBITDAR is a non-GAAP financial measure included as a supplemental disclosure because we believe it is a valuation measure commonly used by financial statement users to more effectively compare the results of our operations from period to period and against other companies without regard to our financing methods or capital structure. We define Adjusted EBITDAR as Adjusted EBITDA adjusted to eliminate the effects of rental expenses for vessels and other infrastructure, which are normal, recurring cash operating expenses necessary to operate our business. We adjust net income for the items listed above to arrive at Adjusted EBITDA and Adjusted EBITDAR 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 and Adjusted EBITDAR 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. These measures have 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 and Adjusted EBITDAR. Adjusted EBITDAR should not be viewed as a measure of overall performance or considered in isolation or as an alternative to net income because it excludes rental expenses for vessels and other infrastructure, which is a normal, recurring cash operating expense that is necessary to operate our business. Our presentation of Adjusted EBITDA and Adjusted EBITDAR 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, each of Adjusted EBITDA and Adjusted EBITDAR 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 efficiency of business operations, extend the life of an existing asset, improve an asset's capabilities, increase future service of an asset, repair existing assets in order to maintain their service capability, and provide 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: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 (In
thousands)
FSRU and terminal services revenues
$ 323,010$ 352,299 Gas sales revenues 687,915 75,563 1,694,853 197,453 Cost of revenue and vessel operating expenses (50,258 ) (44,785 ) (158,994 ) (132,415 ) Direct cost of gas sales (658,320 ) (78,536 ) (1,606,695 ) (179,950 ) Depreciation and amortization expense (24,648 ) (26,074 ) (72,687 ) (78,320 ) Gross Margin$ 70,035 $ 42,746 $ 179,487$ 159,067 Depreciation and amortization expense 24,648 26,074 72,687 78,320 Adjusted Gross Margin$ 94,683 $ 68,820 $ 252,174$ 237,387 38
-------------------------------------------------------------------------------- Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 (In thousands) Net income$ 37,272 $ 1,377$ 46,126 $ 42,977 Interest expense 13,689 19,985 46,209 62,033 Provision for income taxes 233 5,228 11,752 14,133 Depreciation and amortization expense 24,648 26,074 72,687 78,320 Restructuring, transition and transaction expenses 1,345 5,548 6,680 8,613 Long-term incentive compensation expense 328 - 598 - Early extinguishment of lease liability on vessel acquisition - - 21,834 - Adjusted EBITDA$ 77,515 $ 58,212 $ 205,886 $ 206,076 Vessel and infrastructure rent expense 8,920 7,098 27,165 21,293 Adjusted EBITDAR$ 86,435 $
65,310
© Edgar Online, source