[10-Q] Excelerate Energy, Inc. Quarterly Earnings Report
Excelerate Energy, Inc. (EE) reported Q3 2025 results and closed a major acquisition. Revenue for the quarter was $391,044 thousand, up sharply from $193,419 thousand a year ago, driven by LNG, gas and power revenue of $245,163 thousand. Operating income rose to $87,221 thousand. Net income attributable to shareholders was $13,952 thousand, or $0.44 basic EPS.
In May 2025, the company acquired New Fortress Energy’s Jamaica Business for approximately $1,055,175 thousand in cash, adding the Montego Bay and Old Harbour LNG terminals and the Clarendon power plant. The deal added $369,000 thousand of intangible assets (amortized over ~20 years) and $244,993 thousand of goodwill. It was funded with $800,000 thousand 8.000% senior notes due 2030, an equity issuance, and cash on hand. Year-to-date cash from operations reached $356,821 thousand. Total assets were $4,096,979 thousand as of September 30, 2025, and long‑term debt, net, was $918,819 thousand. The revolving credit facility was increased to $500,000 thousand and was fully available.
- None.
- None.
Insights
Stronger revenue with higher leverage after the Jamaica acquisition.
Excelerate Energy nearly doubled quarterly revenue to
Funding relied on
Liquidity is bolstered by a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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:
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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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.
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).
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 |
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Non-accelerated filer |
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Emerging growth company |
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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 October 31, 2025, there were
TABLE OF CONTENTS
PART I. |
FINANCIAL INFORMATION |
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Item 1. |
Financial Statements |
5 |
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Consolidated Balance Sheets |
5 |
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Consolidated Statements of Income |
6 |
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Consolidated Statements of Comprehensive Income |
7 |
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Consolidated Statements of Changes in Equity |
8 |
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Consolidated Statements of Cash Flows |
10 |
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Notes to Consolidated Financial Statements |
11 |
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Note 1 – General business information |
11 |
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Note 2 – Summary of significant accounting policies |
11 |
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Note 3 – Acquisition |
12 |
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Note 4 – Fair value of financial instruments |
14 |
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Note 5 – Accounts receivable, net |
15 |
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Note 6 – Derivative financial instruments |
15 |
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Note 7 – Other current assets |
16 |
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Note 8 – Property and equipment, net |
16 |
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Note 9 – Accrued liabilities |
17 |
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Note 10 – Long-term debt, net |
17 |
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Note 11 – Long-term debt – related party |
19 |
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Note 12 – Equity |
19 |
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Note 13 – Earnings per share |
21 |
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Note 14 – Leases |
22 |
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Note 15 – Revenue |
23 |
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Note 16 – Long-term incentive compensation |
26 |
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Note 17 – Income taxes |
28 |
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Note 18 – Related party transactions |
29 |
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Note 19 – Concentration risk |
29 |
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Note 20 – Commitments and contingencies |
29 |
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Note 21 – Supplemental noncash disclosures for consolidated statement of cash flows |
30 |
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Note 22 – Accumulated other comprehensive income |
31 |
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Note 23 – Subsequent events |
31 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
32 |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
44 |
Item 4. |
Controls and Procedures |
45 |
PART II. |
OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
46 |
Item 1A. |
Risk Factors |
46 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
46 |
Item 3. |
Defaults Upon Senior Securities |
46 |
Item 4. |
Mine Safety Disclosures |
46 |
Item 5. |
Other Information |
46 |
Item 6. |
Exhibits |
47 |
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Signatures |
48 |
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
Excelerate Energy, Inc.
Consolidated Balance Sheets
As of September 30, 2025 and December 31, 2024
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September 30, 2025 |
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December 31, 2024 |
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(Unaudited) |
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ASSETS |
(In thousands) |
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Current assets |
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Cash and cash equivalents |
$ |
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$ |
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Current portion of restricted cash |
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Accounts receivable, net |
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Current portion of net investments in sales-type leases |
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Other current assets |
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Total current assets |
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Restricted cash |
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Property and equipment, net |
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Intangible assets, net |
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Goodwill |
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Operating lease right-of-use assets |
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Net investments in sales-type leases |
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Investments in equity method investee |
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Deferred tax assets, net |
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Other assets |
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Total assets |
$ |
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$ |
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LIABILITIES AND EQUITY |
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Current liabilities |
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Accounts payable |
$ |
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$ |
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Accrued liabilities and other liabilities |
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Current portion of deferred revenues |
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Current portion of long-term debt |
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Current portion of long-term debt – related party |
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Current portion of operating lease liabilities |
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Current portion of finance lease liabilities |
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Total current liabilities |
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Long-term debt, net |
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Long-term debt, net – related party |
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Operating lease liabilities |
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Finance lease liabilities |
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TRA liability |
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Asset retirement obligations |
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Long-term deferred revenues |
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Other long-term liabilities |
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Total liabilities |
$ |
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$ |
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Commitments and contingencies (Note 20) |
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Class A Common Stock ($ |
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Class B Common Stock ($ |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive income (loss) |
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Treasury stock ( |
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( |
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Non-controlling interests |
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Total equity |
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Total liabilities and equity |
$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
5
Excelerate Energy, Inc.
Consolidated Statements of Income (Unaudited)
For the Three and Nine Months Ended September 30, 2025 and 2024
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Three months ended September 30, |
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Nine months ended September 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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(In thousands, except share and per share amounts) |
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Revenues |
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Terminal services |
$ |
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$ |
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$ |
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$ |
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LNG, gas and power |
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Total revenues |
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Operating expenses |
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Cost of LNG, gas and power (exclusive of items below) |
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Operating expenses |
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Depreciation and amortization |
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Selling, general and administrative expenses |
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Transition and transaction expenses |
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Total operating expenses |
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Operating income |
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Other income (expense) |
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Interest expense |
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( |
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( |
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( |
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( |
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Interest expense – related party |
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( |
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( |
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( |
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( |
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Earnings from equity method investment |
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Other income, net |
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Income before income taxes |
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Provision for income taxes |
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( |
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( |
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( |
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( |
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Net income |
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Less net income attributable to non-controlling interests |
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Net income attributable to shareholders |
$ |
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$ |
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$ |
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$ |
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Net income per common share – basic |
$ |
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$ |
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$ |
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$ |
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Net income per common share – diluted |
$ |
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$ |
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$ |
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$ |
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Weighted average shares outstanding – basic |
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Weighted average shares outstanding – diluted |
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The accompanying notes are an integral part of these consolidated financial statements.
6
Excelerate Energy, Inc.
Consolidated Statements of Comprehensive Income (Unaudited)
For the Three and Nine Months Ended September 30, 2025 and 2024
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Three months ended September 30, |
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Nine months ended September 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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(In thousands) |
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Net income |
$ |
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$ |
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$ |
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$ |
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Other comprehensive loss |
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Cumulative translation adjustment |
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( |
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( |
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( |
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Change in unrealized losses on cash flow hedges |
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( |
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( |
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( |
) |
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( |
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Share of other comprehensive loss of equity method investee |
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( |
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( |
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( |
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( |
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Other comprehensive income attributable to non-controlling interest |
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Comprehensive income |
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Less comprehensive income attributable to non-controlling interest |
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Comprehensive income attributable to shareholders |
$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
7
Excelerate Energy, Inc.
Consolidated Statements of Changes in Equity (Unaudited)
For the Three and Nine Months Ended September 30, 2025 and 2024
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Issued |
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Accumulated |
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Class A |
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Class B |
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Additional |
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other |
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Non- |
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Common Stock |
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Common Stock |
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paid-in |
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Retained |
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comprehensive |
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Treasury stock |
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controlling |
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Total |
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(In thousands, except shares) |
Shares |
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Amount |
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Shares |
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Amount |
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capital |
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earnings |
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income (loss) |
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Shares |
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Amount |
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interest |
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equity |
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Balance at January 1, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Other comprehensive loss |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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— |
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( |
) |
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( |
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Long-term incentive compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Class A dividends – $ |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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— |
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— |
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( |
) |
EELP distributions to Class B interests |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Distributions |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Long-term incentive compensation units vested, net |
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— |
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— |
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— |
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— |
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( |
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( |
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( |
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Other |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance at March 31, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock |
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— |
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— |
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— |
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— |
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— |
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— |
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Other comprehensive income |
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— |
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— |
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— |
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— |
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— |
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— |
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|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|||
Long-term incentive compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|||
Class A dividends – $ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
( |
) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
( |
) |
EELP distributions to Class B interests |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
( |
) |
Distributions |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
( |
) |
Long-term incentive compensation units vested, net |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
( |
) |
|||
Impact due to change in ownership percentage |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
||
Other |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
( |
) |
|||
Balance at June 30, 2025 |
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
$ |
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
|
$ |
|
||||||||||
Net income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|||
Other comprehensive loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
( |
) |
Long-term incentive compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|||
Class A dividends – $ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
( |
) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
( |
) |
EELP distributions to Class B interests |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
( |
) |
Distributions |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
( |
) |
Long-term incentive compensation units vested, net |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
( |
) |
|||
Impact due to change in ownership percentage |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
( |
) |
Other |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
( |
) |
||
Balance at September 30, 2025 |
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
$ |
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
$ |
|
$ |
|
|||||||||
The accompanying notes are an integral part of these consolidated financial statements.
8
Excelerate Energy, Inc.
Consolidated Statements of Changes in Equity (Unaudited)
For the Three and Nine Months Ended September 30, 2025 and 2024
|
Issued |
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
Class A |
|
|
Class B |
|
|
Additional |
|
|
|
other |
|
|
|
|
|
|
|
|
Non- |
|
|
|
|||||||||||||||||
|
Common Stock |
|
|
Common Stock |
|
|
paid-in |
|
Retained |
|
comprehensive |
|
|
Treasury stock |
|
|
controlling |
|
Total |
|
||||||||||||||||||||
(In thousands, except shares) |
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
capital |
|
earnings |
|
income (loss) |
|
|
Shares |
|
|
Amount |
|
|
interest |
|
equity |
|
|||||||||||
Balance at January 1, 2024 |
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
$ |
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
|
$ |
|
||||||||||
Net income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|||
Other comprehensive income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|||
Long-term incentive compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|||
Class A dividends – $ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
( |
) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
( |
) |
EELP distributions to Class B interests |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
( |
) |
Minority owner contribution – Albania Power Project |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
||
Long-term incentive compensation units vested, net |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
— |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
( |
) |
||
Repurchase of Class A Common Stock |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
( |
) |
|
Balance at March 31, 2024 |
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
$ |
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
|
$ |
|
||||||||||
Net income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|||
Other comprehensive income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|||
Long-term incentive compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|||
Class A dividends – $ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
( |
) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
( |
) |
EELP distributions to Class B interests |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
( |
) |
Minority owner contribution – Albania Power Project |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
||
Distributions |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
( |
) |
Long-term incentive compensation units vested, net |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
( |
) |
|||
Repurchase of Class A Common Stock |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|
( |
) |
|||
Balance at June 30, 2024 |
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
$ |
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
|
$ |
|
||||||||||
Net income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|||
Other comprehensive loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
( |
) |
Long-term incentive compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|||
Class A dividends – $ |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
( |
) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
( |
) |
EELP distributions to Class B interests |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
( |
) |
Minority owner contribution – Albania Power Project |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
||
Long-term incentive compensation units vested, net |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
( |
) |
|||
Repurchase of Class A Common Stock |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
( |
) |
||
Balance at September 30, 2024 |
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
$ |
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
$ |
|
$ |
|
|||||||||
The accompanying notes are an integral part of these consolidated financial statements.
9
Excelerate Energy, Inc.
Consolidated Statements of Cash Flows (Unaudited)
For the Nine Months Ended September 30, 2025 and 2024
|
Nine months ended September 30, |
|
|||||
|
2025 |
|
|
2024 |
|
||
Cash flows from operating activities |
(In thousands) |
|
|||||
Net income |
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to net cash from operating activities |
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
||
Amortization of operating lease right-of-use assets |
|
|
|
|
|
||
ARO accretion expense |
|
|
|
|
|
||
Amortization of debt issuance costs |
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
||
Share of net earnings in equity method investee |
|
( |
) |
|
|
( |
) |
Distributions from equity method investee |
|
|
|
|
|
||
Long-term incentive compensation expense |
|
|
|
|
|
||
(Gain) loss on non-cash items |
|
|
|
|
( |
) |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
||
Accounts receivable |
|
|
|
|
|
||
Other current assets and other assets |
|
|
|
|
( |
) |
|
Accounts payable and accrued liabilities |
|
|
|
|
( |
) |
|
Current portion of deferred revenue |
|
( |
) |
|
|
|
|
Net investments in sales-type leases |
|
|
|
|
|
||
Operating lease assets and liabilities |
|
( |
) |
|
|
( |
) |
Other long-term liabilities |
|
|
|
|
|
||
Net cash provided by operating activities |
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
Cash flows from investing activities |
|
|
|
|
|
||
Net cash paid for Acquisition |
|
( |
) |
|
|
|
|
Purchases of property and equipment |
|
( |
) |
|
|
( |
) |
Net cash used in investing activities |
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
||
Cash flows from financing activities |
|
|
|
|
|
||
Proceeds from issuance of Class A Common stock, net |
|
|
|
|
|
||
Repurchase of Class A Common Stock |
|
|
|
|
( |
) |
|
Proceeds from issuance of long-term debt |
|
|
|
|
|
||
Repayments of long-term debt |
|
( |
) |
|
|
( |
) |
Repayments of long-term debt – related party |
|
( |
) |
|
|
( |
) |
Payment of debt issuance costs |
|
( |
) |
|
|
|
|
Principal payments under finance lease liabilities |
|
( |
) |
|
|
( |
) |
Taxes withheld for long-term incentive compensation |
|
( |
) |
|
|
( |
) |
Dividends paid |
|
( |
) |
|
|
( |
) |
Distributions |
|
( |
) |
|
|
( |
) |
Other financing activities |
|
( |
) |
|
|
|
|
Net cash provided by (used in) financing activities |
$ |
|
|
$ |
( |
) |
|
|
|
|
|
|
|
||
Effect of exchange rate on cash, cash equivalents, and restricted cash |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
( |
) |
|
|
|
|
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash |
|
|
|
|
|
||
Beginning of period |
$ |
|
|
$ |
|
||
End of period |
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these consolidated financial statements.
10
Excelerate Energy, Inc.
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 September 30, 2025 and December 31, 2024, George B. Kaiser (together with his affiliates other than the Company, “Kaiser”) owned directly or indirectly approximately
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 nine months ended September 30, 2025.
Property and equipment, net
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 |
|
|
Power generation |
|
|
Fixed terminals and gas pipeline |
|
|
Finance lease right-of-use assets |
|
|
Other equipment |
|
|
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.
Business Combinations
The Company accounts for business combinations in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Accordingly, the Company allocates the purchase price of an acquired business to its identifiable assets and liabilities based on estimated fair values. The fair values of identifiable assets acquired and liabilities assumed are determined based on various valuation techniques, including the cost approach, discounted cash flow analysis, and independent appraisals. Goodwill is calculated as the difference between the estimate of the fair value of the consideration transferred and the estimates of the fair value assigned to the assets acquired and liabilities assumed. The Company intends to finalize the purchase price allocation as soon as practicable within the measurement period, but in no event later than one year following the closing date of the combination. Transaction and integration costs associated with business combinations are expensed as incurred.
11
Excelerate Energy, Inc.
Notes to Consolidated Financial Statements (Unaudited)
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
Goodwill
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, net, 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 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
12
Excelerate Energy, Inc.
Notes to Consolidated Financial Statements (Unaudited)
The Acquisition was accounted for as an acquisition of a business in accordance with ASC 805, Business Combinations.
Fair value of assets acquired |
May 14, 2025 |
|
|
Cash and cash equivalents |
$ |
|
|
Current portion of restricted cash |
|
|
|
Accounts receivable, net |
|
|
|
Inventories |
|
|
|
Other current assets |
|
|
|
Property and equipment, net |
|
|
|
Intangible assets, net |
|
|
|
Goodwill |
|
|
|
Right-of-use assets |
|
|
|
Other assets |
|
|
|
Total assets acquired |
$ |
|
|
Fair value of liabilities assumed |
|
|
|
Accounts payable |
$ |
|
|
Accrued liabilities and other liabilities |
|
|
|
Current portion of deferred revenues |
|
|
|
Current portion of operating lease liabilities |
|
|
|
Operating lease liabilities |
|
|
|
Asset retirement obligations |
|
|
|
Other long-term liabilities |
|
|
|
Total liabilities assumed |
$ |
|
|
Net assets acquired |
$ |
|
|
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 $
Revenue and net income (loss) attributable to the assets acquired for the period from May 14, 2025 through September 30, 2025, were $
Unaudited Pro Forma Financial Information
The following unaudited pro forma summary presents the consolidated results of operations for the three and nine months ended September 30, 2025 and 2024 as if the
|
For the three months ended September 30, |
|
|
For the nine months ended September 30, |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenues |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
||||
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
Excelerate Energy, Inc.
Notes to Consolidated Financial Statements (Unaudited)
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 September 30, 2025 and December 31, 2024 (in thousands):
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||||||||||
|
|
Carrying value |
|
|
Fair value |
|
|
Carrying value |
|
|
Fair value |
|
||||
Financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments |
Level 2 |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments |
Level 2 |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
2030 Notes |
Level 2 |
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
As of September 30, 2025 and December 31, 2024, all derivatives were determined to be classified as Level 2 fair value instruments.
As of September 30, 2025, the 2030 Notes (as defined herein) were determined to be classified as Level 2 fair value instruments. The values of the 2030 Notes are based on quoted market prices. 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 2030 Notes were not outstanding as of December 31, 2024.
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.
This table excludes cash on hand and assets and liabilities that are measured at historical cost or any basis other than fair value. 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
14
Excelerate Energy, Inc.
Notes to Consolidated Financial Statements (Unaudited)
As of September 30, 2025 and December 31, 2024, accounts receivable, net consisted of the following (in thousands):
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Trade receivables |
$ |
|
|
$ |
|
||
Accrued revenue |
|
|
|
|
|
||
Amounts receivable – related party |
|
|
|
|
|
||
Allowance for doubtful accounts |
|
( |
) |
|
|
( |
) |
Accounts receivable, net |
$ |
|
|
$ |
|
||
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.
|
September 30, 2025 |
|
|
Interest rate swaps |
$ |
|
|
Foreign currency hedges |
€ |
|
|
The following table presents the fair value of each classification of the Company’s derivative instruments as of September 30, 2025 and December 31, 2024 (in thousands):
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Derivatives designated as hedging instruments |
|
|
|
|
|
||
Cash flow hedges |
|
|
|
|
|
||
Current assets |
$ |
|
|
$ |
|
||
Non-current assets |
|
|
|
|
|
||
Total designated as hedging instruments |
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
Derivatives not designated as hedging instruments |
|
|
|
|
|
||
Current assets |
$ |
|
|
$ |
|
||
Non-current assets |
|
|
|
|
|
||
Current liabilities |
|
( |
) |
|
|
( |
) |
Non-current liabilities |
|
( |
) |
|
|
( |
) |
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, and foreign currency swaps that are hedges in the exchange rate between the euro and the U.S. dollar. A summary of these hedges is below:
15
Excelerate Energy, Inc.
Notes to Consolidated Financial Statements (Unaudited)
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 nine months ended September 30, 2025 and 2024 (in thousands):
Derivatives Designated in |
|
|
|
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives |
|
|||||||||||||
Cash Flow Hedging |
|
|
|
For the three months ended September 30, |
|
|
For the nine months ended September 30, |
|
||||||||||
Relationship |
|
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Interest rate swaps |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives Designated in |
|
Location of Gain (Loss) Reclassified from |
|
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income |
|
|||||||||||||
Cash Flow Hedging |
|
Accumulated Other Comprehensive |
|
For the three months ended September 30, |
|
|
For the nine months ended September 30, |
|
||||||||||
Relationship |
|
Income into Income |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Interest rate swaps |
|
Interest expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The amount of gain (loss) recognized in other comprehensive income as of September 30, 2025 and expected to be reclassified within the next
As of September 30, 2025 and December 31, 2024, other current assets consisted of the following (in thousands):
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Prepaid expenses |
$ |
|
|
$ |
|
||
Prepaid expenses – related party |
|
|
|
|
|
||
Tax receivables |
|
|
|
|
|
||
Inventories |
|
|
|
|
|
||
Other receivables |
|
|
|
|
|
||
Other current assets |
$ |
|
|
$ |
|
||
As of September 30, 2025 and December 31, 2024, the Company’s property and equipment, net consisted of the following (in thousands):
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Floating terminals and related equipment |
$ |
|
|
$ |
|
||
Power generation |
|
|
|
|
|
||
Fixed terminals and gas pipeline |
|
|
|
|
|
||
Finance lease right-of-use assets |
|
|
|
|
|
||
Other equipment |
|
|
|
|
|
||
Assets in progress |
|
|
|
|
|
||
Less accumulated depreciation |
|
( |
) |
|
|
( |
) |
Property and equipment, net |
$ |
|
|
$ |
|
||
For the three months ended September 30, 2025 and 2024, depreciation expense was $
16
Excelerate Energy, Inc.
Notes to Consolidated Financial Statements (Unaudited)
Newbuild Agreement
In October 2022, Excelerate entered into a construction agreement (“the Newbuild Agreement”) with HD Hyundai Heavy Industries Co., Ltd. to construct a
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 September 30, 2025 and December 31, 2024, accrued liabilities consisted of the following (in thousands):
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Accrued terminal and cargo expenses |
$ |
|
|
$ |
|
||
Accrued interest |
|
|
|
|
|
||
Payroll and related liabilities |
|
|
|
|
|
||
Current portion of TRA liability |
|
|
|
|
|
||
Other accrued liabilities |
|
|
|
|
|
||
Accrued liabilities |
$ |
|
|
$ |
|
||
The Company’s long-term debt, net consists of the following (in thousands):
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
2030 Notes |
$ |
|
|
$ |
|
||
Term Loan Facility |
|
|
|
|
|
||
Experience Financing |
|
|
|
|
|
||
2017 Bank Loans |
|
|
|
|
|
||
EE Revolver |
|
|
|
|
|
||
Total debt |
|
|
|
|
|
||
Less unamortized debt issuance costs |
|
( |
) |
|
|
( |
) |
Total debt, net |
|
|
|
|
|
||
Less current portion, net |
|
( |
) |
|
|
( |
) |
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 nine months ended September 30, 2025.
|
For the nine months ended September 30, 2025 |
||
|
Range |
|
Weighted Average |
Term Loan Facility (1) |
|
||
Experience Financing |
|
||
2017 Bank Loans (2) |
|
||
EE Revolver |
N/A |
|
N/A |
2030 Notes
In May 2025, EELP closed on an offering (the “Debt Offering”) of $
17
Excelerate Energy, Inc.
Notes to Consolidated Financial Statements (Unaudited)
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.
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 $
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 $
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
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 as of September 30, 2025, up to $
In December 2023, the Company paid off $
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 broader 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 $
In September 2025, Excelerate and EELP entered into the sixth amendment to the Amended Credit Agreement, which modified provisions related to investments and restricted payments to provide greater flexibility to the Company.
As of September 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 $
Experience Financing
In December 2016, the Company entered into a sale leaseback agreement with a third party to provide $
2017 Bank Loans
Under the Company's financing agreement for the Moheshkhali LNG terminal in Bangladesh (the “2017 Bank Loans”), the Company entered into two loan agreements with external banks. Under the first agreement, the Company borrowed $
18
Excelerate Energy, Inc.
Notes to Consolidated Financial Statements (Unaudited)
Under the second agreement, the Company borrowed $
As of September 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):
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Exquisite Financing |
$ |
|
|
$ |
|
||
Less current portion |
|
( |
) |
|
|
( |
) |
Total long-term related party debt |
$ |
|
|
$ |
|
||
Exquisite Financing
In June 2018, the Company entered into a sale leaseback agreement with Nakilat Excelerate LLC, its equity method investment, to provide $
Class A Common Stock
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
19
Excelerate Energy, Inc.
Notes to Consolidated Financial Statements (Unaudited)
The following table summarizes the changes in ownership:
|
|
Class A Common Stock |
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Issued |
|
|
Less: Treasury Stock |
|
|
Outstanding |
|
|
Class B Common Stock |
|
|
Total |
|
|
Class A Ownership Percentage |
|
||||||
Balance at January 1, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||||
Long-term incentive compensation units vested, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Options exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance at March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||||
Issuance of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term incentive compensation units vested, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Options exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance at June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||||
Long-term incentive compensation units vested, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||||
Balance at September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance at January 1, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||||
Long-term incentive compensation units vested, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Share repurchases |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||||
Balance at March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||||
Long-term incentive compensation units vested, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Share repurchases |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||||
Balance at June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||||
Long-term incentive compensation units vested, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Share repurchases |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||||
Balance at September 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||||
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 nine months ended September 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 |
|
|
Class A Common Stock |
|
||||||
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 |
|
|||
|
|
|
|
(In thousands) |
|
|
||||||||
September 30, 2025 |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
||||
March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
||||
December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
||||
20
Excelerate Energy, Inc.
Notes to Consolidated Financial Statements (Unaudited)
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
Repurchase of Equity Securities
During the year ended December 31, 2024, the Company 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
The following table presents the computation of earnings per share for the periods shown below (in thousands, except share and per share amounts):
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net income |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Less net income attributable to non-controlling interest |
|
|
|
|
|
|
|
|
|
|
|
||||
Net income attributable to shareholders – basic |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding – basic |
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive effect of unvested restricted common stock |
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive effect of unvested performance units |
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding – diluted |
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
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:
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Stock options |
|
|
|
|
|
|
|
|
|
|
|
||||
Restricted common stock |
|
|
|
|
|
|
|
|
|
|
|
||||
Performance stock units |
|
|
|
|
|
|
|
|
|
|
|
||||
Class B Common Stock |
|
|
|
|
|
|
|
|
|
|
|
||||
21
Excelerate Energy, Inc.
Notes to Consolidated Financial Statements (Unaudited)
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 September 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 September 30, 2025 and December 31, 2024 consisted of the following (in thousands):
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Finance lease liabilities |
$ |
|
|
$ |
|
||
Less current portion of finance lease liabilities |
|
( |
) |
|
|
( |
) |
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 September 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 September 30, 2025 is as follows (in thousands):
Year |
Operating |
|
|
Finance |
|
||
Remainder of 2025 |
$ |
|
|
$ |
|
||
2026 |
|
|
|
|
|
||
2027 |
|
|
|
|
|
||
2028 |
|
|
|
|
|
||
2029 |
|
|
|
|
|
||
Thereafter |
|
|
|
|
|
||
Total lease payments |
$ |
|
|
$ |
|
||
Less: imputed interest |
|
( |
) |
|
|
( |
) |
Carrying value of lease liabilities |
|
|
|
|
|
||
Less: current portion |
|
( |
) |
|
|
( |
) |
Carrying value of long-term lease liabilities |
$ |
|
|
$ |
|
||
As of September 30, 2025, the Company’s weighted average remaining lease term for operating and finance leases was
22
Excelerate Energy, Inc.
Notes to Consolidated Financial Statements (Unaudited)
The Company’s total lease costs for the three and nine months ended September 30, 2025 and 2024 recognized in the consolidated statements of income consisted of the following (in thousands):
|
For the three months ended September 30, |
|
|
For the nine months ended September 30, |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Amortization of finance lease right-of-use assets |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest on finance lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
||||
Operating lease expense |
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term lease expense |
|
|
|
|
|
|
|
|
|
|
|
||||
Total lease costs |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other information related to leases for the three and nine months ended September 30, 2025 and 2024 are as follows (in thousands):
|
For the three months ended September 30, |
|
|
For the nine months ended September 30, |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Operating cash flows for finance leases |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Financing cash flows for finance leases |
|
|
|
|
|
|
|
|
|
|
|
||||
Operating cash flows for operating leases |
|
|
|
|
|
|
|
|
|
|
|
||||
The following table presents the Company’s revenue for the three and nine months ended September 30, 2025 and 2024 (in thousands):
|
For the three months ended September 30, |
|
|
For the nine months ended September 30, |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenue from leases |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Revenue from contracts with customers |
|
|
|
|
|
|
|
|
|
|
|
||||
Regasification and other services |
|
|
|
|
|
|
|
|
|
|
|
||||
LNG, gas and power |
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Lease revenue
The Company has certain regasification and services contracts that are accounted for as operating or sales-type leases.
|
For the three months ended September 30, |
|
|
For the nine months ended September 30, |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Operating lease income |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Sales-type lease income |
|
|
|
|
|
|
|
|
|
|
|
||||
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
Operating leases
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 September 30, 2025, the Company is the lessor to regasification agreements with customers on eight
23
Excelerate Energy, Inc.
Notes to Consolidated Financial Statements (Unaudited)
of its floating regasification terminals.
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Property and equipment |
$ |
|
|
$ |
|
||
Accumulated depreciation |
|
( |
) |
|
|
( |
) |
Property and equipment, net |
$ |
|
|
$ |
|
||
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.
Year |
Sales-type |
|
|
Operating |
|
||
Remainder of 2025 |
$ |
|
|
$ |
|
||
2026 |
|
|
|
|
|
||
2027 |
|
|
|
|
|
||
2028 |
|
|
|
|
|
||
2029 |
|
|
|
|
|
||
Thereafter |
|
|
|
|
|
||
Total undiscounted |
$ |
|
|
$ |
|
||
Less: imputed interest |
|
( |
) |
|
|
|
|
Net investment in sales-type leases |
|
|
|
|
|
||
Less: current portion |
|
( |
) |
|
|
|
|
Non-current net investment in sales-type leases |
$ |
|
|
|
|
||
Revenue from contracts with customers
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 September 30, 2025 |
|
|||||||||||||
|
|
|
|
Revenue from contracts with customers |
|
|
|
|
|||||||
|
Revenue from |
|
|
Regas |
|
|
LNG, gas |
|
|
Total |
|
||||
|
leases |
|
|
and other |
|
|
and power |
|
|
revenue |
|
||||
Asia Pacific |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Latin America |
|
|
|
|
|
|
|
|
|
|
|
||||
Middle East (1) |
|
|
|
|
|
|
|
|
|
|
|
||||
Europe (2) |
|
|
|
|
|
|
|
|
|
|
|
||||
North America (3) |
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
For the three months ended September 30, 2024 |
|
|||||||||||||
|
|
|
|
Revenue from contracts with customers |
|
|
|
|
|||||||
|
Revenue from |
|
|
Regas |
|
|
LNG, gas |
|
|
Total |
|
||||
|
leases |
|
|
and other |
|
|
and power |
|
|
revenue |
|
||||
Asia Pacific |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Latin America |
|
|
|
|
|
|
|
|
|
|
|
||||
Middle East (1) |
|
|
|
|
|
|
|
|
|
|
|
||||
Europe |
|
|
|
|
|
|
|
|
|
|
|
||||
North America |
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
24
Excelerate Energy, Inc.
Notes to Consolidated Financial Statements (Unaudited)
|
For the nine months ended September 30, 2025 |
|
|||||||||||||
|
|
|
|
Revenue from contracts with customers |
|
|
|
|
|||||||
|
Revenue from |
|
|
Regas |
|
|
LNG, gas |
|
|
Total |
|
||||
|
leases |
|
|
and other |
|
|
and power |
|
|
revenue |
|
||||
Asia Pacific |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Latin America |
|
|
|
|
|
|
|
|
|
|
|
||||
Middle East (1) |
|
|
|
|
|
|
|
|
|
|
|
||||
Europe (2) |
|
|
|
|
|
|
|
|
|
|
|
||||
North America (3) |
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
For the nine months ended September 30, 2024 |
|
|||||||||||||
|
|
|
|
Revenue from contracts with customers |
|
|
|
|
|||||||
|
Revenue from |
|
|
Regas |
|
|
LNG, gas |
|
|
Total |
|
||||
|
leases |
|
|
and other |
|
|
and power |
|
|
revenue |
|
||||
Asia Pacific |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Latin America |
|
|
|
|
|
|
|
|
|
|
|
||||
Middle East (1) |
|
|
|
|
|
|
|
|
|
|
|
||||
Europe |
|
|
|
|
|
|
|
|
|
|
|
||||
North America |
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
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 September 30, 2025 and December 31, 2024, receivables from contracts with customers were $
Contract liabilities from advance payments in excess of revenue recognized for services as of September 30, 2025 and December 31, 2024 were $
The following table reflects the changes in the Company’s liabilities related to long-term contracts with customers as of September 30, 2025 (in thousands):
|
September 30, 2025 |
|
|
Deferred revenues, beginning of period |
$ |
|
|
Cash received but not yet recognized |
|
|
|
Revenue recognized from prior period deferral |
|
( |
) |
Deferred revenues, end of period |
$ |
|
|
25
Excelerate Energy, Inc.
Notes to Consolidated Financial Statements (Unaudited)
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
Remainder of 2025 |
$ |
|
|
2026 |
|
|
|
2027 |
|
|
|
2028 |
|
|
|
2029 |
|
|
|
Thereafter |
|
|
|
Total expected revenue |
$ |
|
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
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
For the three and nine months ended September 30, 2025 and 2024,
|
|
For the three months ended September 30, |
|
|
For the nine months ended September 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Stock-based compensation expense |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
26
Excelerate Energy, Inc.
Notes to Consolidated Financial Statements (Unaudited)
Stock options
The following table summarizes stock option activity for the nine months ended September 30, 2025 and provides information for outstanding and exercisable options as of September 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 |
|
|
|
$ |
|
|
|
|
|
|
|
|||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercised |
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Forfeited or expired |
|
|
|
|
|
|
|
|
|
|
|
|||||
Outstanding at September 30, 2025 |
|
|
|
$ |
|
|
|
|
|
$ |
|
|||||
Exercisable at September 30, 2025 |
|
|
|
$ |
|
|
|
|
|
|
|
|||||
As of September 30, 2025, the Company had $
Restricted stock unit awards
The following table summarizes restricted stock unit activity for the nine months ended September 30, 2025 and provides information for unvested shares as of September 30, 2025:
|
|
Number of Shares |
|
|
Weighted Average Fair Value |
|
||
|
|
|
|
|
(per share) |
|
||
Unvested at January 1, 2025 |
|
|
|
$ |
|
|||
Granted |
|
|
|
|
|
|||
Vested |
|
( |
) |
|
|
|
||
Forfeited |
|
( |
) |
|
|
|
||
Unvested at September 30, 2025 |
|
|
|
$ |
|
|||
As of September 30, 2025 the Company had $
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.
27
Excelerate Energy, Inc.
Notes to Consolidated Financial Statements (Unaudited)
The table below describes the assumptions used to value the awards granted in 2025, 2024 and 2023:
|
|
|
|
|
2024 |
|
|
|
|
|||||||
|
|
2025 |
|
|
March Grant |
|
|
November Grant |
|
|
2023 |
|
||||
Risk-free interest rate |
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
Expected volatility |
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
Expected term |
|
|
|
|
|
|
|
|||||||||
The following table summarizes performance unit activity for the nine months ended September 30, 2025 and provides information for unvested performance units (reflected at target performance) as of September 30, 2025:
|
|
Number of Units |
|
|
Weighted Average Fair Value |
|
||
|
|
|
|
|
(per unit) |
|
||
Unvested at January 1, 2025 |
|
|
|
$ |
|
|||
Granted |
|
|
|
|
|
|||
Vested |
|
|
|
|
|
|||
Forfeited |
|
( |
) |
|
|
|
||
Unvested at September 30, 2025 |
|
|
|
$ |
|
|||
As of September 30, 2025, the Company had $
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 September 30, 2025 and 2024 was $
The effective tax rate for the three months ended September 30, 2025 and 2024 was
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.
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. The legislation does not have a significant impact on tax expense in 2025. The Company continues to evaluate the impact the new legislation will have on the consolidated financial statements.
28
Excelerate Energy, Inc.
Notes to Consolidated Financial Statements (Unaudited)
The Company had one debt instrument with related parties as of September 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):
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Amounts due from related parties |
$ |
|
|
$ |
|
||
Amounts due to related parties |
|
|
|
|
|
||
Prepaid expenses – related party |
|
|
|
|
|
||
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
|
Percentage of Total Revenues |
|
|||||
|
Nine months ended September 30, |
|
|||||
|
2025 |
|
|
2024 |
|
||
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
29
Excelerate Energy, Inc.
Notes to Consolidated Financial Statements (Unaudited)
obligations depend on supplier LNG facilities becoming operational.
Year |
Amount (1) |
|
|
Remainder of 2025 |
$ |
|
|
2026 |
|
|
|
2027 |
|
|
|
2028 |
|
|
|
2029 |
|
|
|
Thereafter |
|
|
|
Total commitments |
$ |
|
|
Supplemental disclosures for the consolidated statement of cash flows consist of the following (in thousands):
|
Nine months ended September 30, |
|
|||||
|
2025 |
|
|
2024 |
|
||
Supplemental cash flow information: |
|
|
|
|
|
||
Cash paid for taxes |
$ |
|
|
$ |
|
||
Cash paid for interest |
|
|
|
|
|
||
Increase in capital expenditures included in accounts payable |
|
|
|
|
|
||
Asset under construction transferred to net investments in sales-type leases |
|
|
|
|
|
||
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets as of September 30, 2025 and December 31, 2024 (in thousands):
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Cash and cash equivalents |
$ |
|
|
$ |
|
||
Restricted cash – current |
|
|
|
|
|
||
Restricted cash – non-current |
|
|
|
|
|
||
Cash, cash equivalents, and restricted cash |
$ |
|
|
$ |
|
||
30
Excelerate Energy, Inc.
Notes to Consolidated Financial Statements (Unaudited)
Changes in components of accumulated other comprehensive income were (in thousands):
|
|
Cumulative |
|
|
Qualifying |
|
|
Share of OCI in |
|
|
Total |
|
||||
At January 1, 2025 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other comprehensive income (loss) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Reclassification to income |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Reclassification to NCI |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
At March 31, 2025 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reclassification to income |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Reclassification to NCI |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
At June 30, 2025 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other comprehensive income (loss) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Reclassification to income |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Reclassification to NCI |
|
|
|
|
|
|
|
|
|
|
|
|
||||
At September 30, 2025 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
1 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
At January 1, 2024 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Reclassification to income |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Reclassification to NCI |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
At March 31, 2024 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other comprehensive income (loss) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Reclassification to income |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Reclassification to NCI |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
At June 30, 2024 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Reclassification to income |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Reclassification to NCI |
|
|
|
|
|
|
|
|
|
|
|
|
||||
At September 30, 2024 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Dividend Declaration
On
31
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 September 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. As operators, we have completed more than 3,100 ship-to-ship transfers of LNG with over 50 LNG operators and have safely delivered more than 7,800 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 September 30, 2025, we generated revenues of $391.0 million, net income of $55.0 million and adjusted earnings before income tax, depreciation and amortization (“Adjusted EBITDA”) of $129.3 million. For the three months ended September 30, 2024, we generated revenues of $193.4 million, net income of $45.5 million and Adjusted EBITDA of $92.3 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.”
Recent Business Updates
Iraq
In October 2025, we executed a definitive commercial agreement with a subsidiary of Iraq’s Ministry of Electricity for the development of the country’s first LNG import terminal, which will be located at the Port of Khor Al Zubair. The integrated project includes a five-year agreement for regasification services and LNG supply with extension options, and a minimum contracted offtake of 250 million standard cubic feet per day (MMscf/d).
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
32
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 in Jamaica 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 Jamaica 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 total 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 third quarter of 2025, Dutch Title Transfer Facility (“TTF”) prices remained steady at $11.70 per million British thermal units (“MMBtu”) compared to $11.76/MMBtu in the second quarter of 2025. Japan Korea Marker (JKM) reported average third quarter 2025 prices of $11.84/MMBtu, which decreased from second quarter 2025 prices of $13.11/MMBtu.
Global LNG trade volumes reached approximately 104 million tons per annum (“MTPA”) in the third quarter of 2025, a modest increase from 101 MTPA in the second quarter. This uptick was driven by stronger seasonal demand in Europe and a rebound in Asian spot LNG imports, particularly in China and India, where heatwaves and infrastructure expansions boosted gas-for-power consumption. However, global economic uncertainty and relatively high prices continued to weigh on broader natural gas demand, especially in price-sensitive markets. Meanwhile, Europe’s LNG imports increased, supported by increased storage injections and lower pipeline flows from Russia.
We believe the continued growth in global LNG supply will drive greater affordability for customers worldwide. Globally there is approximately 193 MTPA of new liquefaction capacity coming online by 2030. As new liquefaction capacity comes online, downward pressure on prices may unlock new opportunities for fuel switching, particularly in regions such as the Caribbean where diesel and heavy fuel oil remain prevalent. More affordable LNG could provide a catalyst for investments in regasification infrastructure and long-term LNG supply agreements. This reinforces our strategic focus on the downstream segment of the LNG value chain, where Excelerate is also well positioned to deliver flexible, scalable LNG solutions that connect emerging demand centers with reliable supply.
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.
33
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.
Operating expenses
Operating expenses include 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
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.
Transition and transaction 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
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.
Provision for income taxes
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.
34
Impact of the Acquisition
We closed on the Acquisition in May 2025, therefore our results of operations for the three and nine months ended September 30, 2025 only contain a partial period of Jamaican operating results. Results of operations for the three and nine months ended September 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.
35
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, |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
(In thousands) |
|
|||||||||||||
Terminal services |
$ |
145,881 |
|
|
$ |
150,139 |
|
|
$ |
443,079 |
|
|
$ |
458,120 |
|
LNG, gas and power |
|
245,163 |
|
|
|
43,280 |
|
|
|
467,611 |
|
|
|
118,745 |
|
Cost of LNG, gas and power |
|
(201,885 |
) |
|
|
(41,399 |
) |
|
|
(403,071 |
) |
|
|
(112,451 |
) |
Operating expenses |
|
(44,524 |
) |
|
|
(45,431 |
) |
|
|
(132,485 |
) |
|
|
(162,623 |
) |
Depreciation and amortization expense |
|
(31,758 |
) |
|
|
(23,031 |
) |
|
|
(78,919 |
) |
|
|
(76,341 |
) |
Gross Margin |
$ |
112,877 |
|
|
$ |
83,558 |
|
|
$ |
296,215 |
|
|
$ |
225,450 |
|
Depreciation and amortization expense |
|
31,758 |
|
|
|
23,031 |
|
|
|
78,919 |
|
|
|
76,341 |
|
Adjusted Gross Margin |
$ |
144,635 |
|
|
$ |
106,589 |
|
|
$ |
375,134 |
|
|
$ |
301,791 |
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
(In thousands) |
|
|||||||||||||
Net income |
$ |
55,044 |
|
|
$ |
45,546 |
|
|
$ |
127,932 |
|
|
$ |
106,963 |
|
Interest expense |
|
28,135 |
|
|
|
15,122 |
|
|
|
66,383 |
|
|
|
46,204 |
|
Provision for income taxes |
|
7,937 |
|
|
|
6,158 |
|
|
|
19,538 |
|
|
|
20,486 |
|
Depreciation and amortization expense |
|
31,758 |
|
|
|
23,031 |
|
|
|
78,919 |
|
|
|
76,341 |
|
Accretion expense |
|
969 |
|
|
|
466 |
|
|
|
1,929 |
|
|
|
1,384 |
|
Long-term incentive compensation expense |
|
3,265 |
|
|
|
1,966 |
|
|
|
8,623 |
|
|
|
5,263 |
|
Transition and transaction expenses |
|
2,217 |
|
|
|
— |
|
|
|
33,558 |
|
|
|
— |
|
Adjusted EBITDA |
$ |
129,325 |
|
|
$ |
92,289 |
|
|
$ |
336,882 |
|
|
$ |
256,641 |
|
36
Consolidated Results of Operations
Three and Nine Months Ended September 30, 2025 Compared to Three and Nine Months Ended September 30, 2024
|
For the three months ended September 30, |
|
|
For the nine months ended September 30, |
|
||||||||||||||||||
|
2025 |
|
|
2024 |
|
|
Change |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
||||||
|
(In thousands) |
|
|
(In thousands) |
|
||||||||||||||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Terminal services |
$ |
145,881 |
|
|
$ |
150,139 |
|
|
$ |
(4,258 |
) |
|
$ |
443,079 |
|
|
$ |
458,120 |
|
|
$ |
(15,041 |
) |
LNG, gas and power |
|
245,163 |
|
|
|
43,280 |
|
|
|
201,883 |
|
|
|
467,611 |
|
|
|
118,745 |
|
|
|
348,866 |
|
Total revenues |
|
391,044 |
|
|
|
193,419 |
|
|
|
197,625 |
|
|
|
910,690 |
|
|
|
576,865 |
|
|
|
333,825 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of LNG, gas and power (exclusive of items below) |
|
201,885 |
|
|
|
41,399 |
|
|
|
160,486 |
|
|
|
403,071 |
|
|
|
112,451 |
|
|
|
290,620 |
|
Operating expenses |
|
44,524 |
|
|
|
45,431 |
|
|
|
(907 |
) |
|
|
132,485 |
|
|
|
162,623 |
|
|
|
(30,138 |
) |
Depreciation and amortization |
|
31,758 |
|
|
|
23,031 |
|
|
|
8,727 |
|
|
|
78,919 |
|
|
|
76,341 |
|
|
|
2,578 |
|
Selling, general and administrative |
|
23,439 |
|
|
|
23,819 |
|
|
|
(380 |
) |
|
|
66,334 |
|
|
|
70,671 |
|
|
|
(4,337 |
) |
Transition and transaction expenses |
|
2,217 |
|
|
|
— |
|
|
|
2,217 |
|
|
|
33,558 |
|
|
|
— |
|
|
|
33,558 |
|
Total operating expenses |
|
303,823 |
|
|
|
133,680 |
|
|
|
170,143 |
|
|
|
714,367 |
|
|
|
422,086 |
|
|
|
292,281 |
|
Operating income |
|
87,221 |
|
|
|
59,739 |
|
|
|
27,482 |
|
|
|
196,323 |
|
|
|
154,779 |
|
|
|
41,544 |
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense |
|
(24,899 |
) |
|
|
(11,711 |
) |
|
|
(13,188 |
) |
|
|
(56,640 |
) |
|
|
(35,914 |
) |
|
|
(20,726 |
) |
Interest expense – related party |
|
(3,236 |
) |
|
|
(3,411 |
) |
|
|
175 |
|
|
|
(9,743 |
) |
|
|
(10,290 |
) |
|
|
547 |
|
Earnings from equity method investments |
|
497 |
|
|
|
562 |
|
|
|
(65 |
) |
|
|
1,693 |
|
|
|
1,685 |
|
|
|
8 |
|
Other income, net |
|
3,398 |
|
|
|
6,525 |
|
|
|
(3,127 |
) |
|
|
15,837 |
|
|
|
17,189 |
|
|
|
(1,352 |
) |
Income before income taxes |
|
62,981 |
|
|
|
51,704 |
|
|
|
11,277 |
|
|
|
147,470 |
|
|
|
127,449 |
|
|
|
20,021 |
|
Provision for income taxes |
|
(7,937 |
) |
|
|
(6,158 |
) |
|
|
(1,779 |
) |
|
|
(19,538 |
) |
|
|
(20,486 |
) |
|
|
948 |
|
Net income |
|
55,044 |
|
|
|
45,546 |
|
|
|
9,498 |
|
|
|
127,932 |
|
|
|
106,963 |
|
|
|
20,969 |
|
Less net income attributable to non-controlling interests |
|
41,092 |
|
|
|
36,591 |
|
|
|
4,501 |
|
|
|
97,864 |
|
|
|
85,012 |
|
|
|
12,852 |
|
Net income attributable to shareholders |
$ |
13,952 |
|
|
$ |
8,955 |
|
|
$ |
4,997 |
|
|
$ |
30,068 |
|
|
$ |
21,951 |
|
|
$ |
8,117 |
|
Additional financial data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gross Margin |
$ |
112,877 |
|
|
$ |
83,558 |
|
|
$ |
29,319 |
|
|
$ |
296,215 |
|
|
$ |
225,450 |
|
|
$ |
70,765 |
|
Adjusted Gross Margin |
|
144,635 |
|
|
|
106,589 |
|
|
|
38,046 |
|
|
|
375,134 |
|
|
|
301,791 |
|
|
|
73,343 |
|
Adjusted EBITDA |
|
129,325 |
|
|
|
92,289 |
|
|
|
37,036 |
|
|
|
336,882 |
|
|
|
256,641 |
|
|
|
80,241 |
|
Three and Nine Months Ended September 30, 2025 Compared to Three and Nine Months Ended September 30, 2024
Net income
Net income was $55.0 million for the three months ended September 30, 2025, an increase of $9.5 million, as compared to $45.5 million for the three months ended September 30, 2024. Net income was higher primarily due to the addition of Jamaica operating income ($22.0 million), and an increase in LNG, gas and power sales opportunities ($9.2 million), partially offset by an increase in interest expense due to our new 2030 Notes, net of the effects of the Term Loan Facility paydown ($13.4 million), a decrease in interest income ($3.4 million), and transition and transaction costs incurred as a result of the Acquisition ($2.2 million).
Net income was $127.9 million for the nine months ended September 30, 2025, an increase of $20.9 million, as compared to $107.0 million for the nine months ended September 30, 2024. Net income was higher primarily due to the addition of Jamaica operating income ($32.4 million), the drydocking of Summit LNG and Excellence in the first three months of 2024 ($17.2 million), an increase in LNG, gas and power sales opportunities ($12.7 million), extended commissioning time for our power barge assets in Albania in 2024 ($10.2 million), and a decrease in personnel costs in Argentina ($7.6 million), partially offset by transition and transaction costs incurred as a result of the Acquisition ($33.6 million), an increase in interest expense due to our new 2030 Notes, net of the effects of the Term Loan Facility paydown ($23.1 million) and a decrease in interest income ($3.7 million).
Gross Margin and Adjusted Gross Margin
Gross Margin was $112.9 million for the three months ended September 30, 2025, an increase of $29.3 million, as compared to $83.6 million for the three months ended September 30, 2024. For the three months ended September 30, 2025, Adjusted Gross Margin was $144.6 million, an increase of $38.0 million, as compared to $106.6 million for the three months ended September 30, 2024. Gross Margin and Adjusted Gross Margin were higher primarily due to the Acquisition ($32.2 million), and an increase in LNG, gas and power
37
sales opportunities ($9.2 million). Gross Margin was partially offset by the addition of depreciation and amortization in Jamaica ($10.4 million).
Gross Margin was $296.2 million for the nine months ended September 30, 2025, an increase of $70.7 million, as compared to $225.5 million for the nine months ended September 30, 2024. For the nine months ended September 30, 2025, Adjusted Gross Margin was $375.1 million, an increase of $73.3 million, as compared to $301.8 million for the nine months ended September 30, 2024. Gross Margin and Adjusted Gross Margin were higher primarily due to the Acquisition ($47.4 million), the drydocking of Summit LNG and Excellence in the first three months of 2024 ($17.2 million), an increase in LNG, gas and power sales opportunities ($12.7 million) and a decrease in personnel costs in Argentina ($7.6 million). Gross Margin was also higher due to extended commissioning time for our power barge assets in Albania in 2024 ($10.2 million), partially offset by the addition of depreciation and amortization in Jamaica ($15.0 million).
Adjusted EBITDA
Adjusted EBITDA was $129.3 million for the three months ended September 30, 2025, an increase of $37.0 million, as compared to $92.3 million for the three months ended September 30, 2024. Adjusted EBITDA was higher primarily due to the Acquisition ($32.8 million) and an increase in LNG, gas and power sales opportunities ($9.2 million), partially offset by a decrease in interest income ($3.4 million).
Adjusted EBITDA was $336.9 million for the nine months ended September 30, 2025, an increase of $80.3 million, as compared to $256.6 million for the nine months ended September 30, 2024. Adjusted EBITDA was higher primarily due to the Acquisition ($47.8 million), the drydocking of Summit LNG and Excellence in the first three months of 2024 ($17.2 million), an increase in LNG, gas and power sales opportunities ($12.7 million), and a decrease in personnel costs in Argentina ($7.6 million), partially offset by a decrease in interest income ($3.7 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
Terminal services revenues were $145.9 million for the three months ended September 30, 2025, a decrease of $4.2 million as compared to $150.1 million for the three months ended September 30, 2024. Terminal services revenues were lower primarily due to lower reimbursable costs.
Terminal services revenues were $443.1 million for the nine months ended September 30, 2025, a decrease of $15.0 million as compared to $458.1 million for the nine months ended September 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
LNG, gas and power revenues were $245.2 million for the three months ended September 30, 2025, an increase of $201.9 million, as compared to $43.3 million for the three months ended September 30, 2024. The increase was primarily due to the Acquisition and higher LNG, gas and power revenues in North America and Asia Pacific.
LNG, gas and power revenues were $467.6 million for the nine months ended September 30, 2025, an increase of $348.9 million, as compared to $118.7 million for the nine months ended September 30, 2024. The increase was primarily due to higher LNG, gas and power revenues in North America, Asia Pacific and Europe and the Acquisition.
Cost of LNG, gas and power
Cost of LNG, gas and power was $201.9 million for the three months ended September 30, 2025, an increase of $160.5 million, as compared to $41.4 million for the three months ended September 30, 2025 and 2024. The increase was primarily due to the Acquisition, and increased LNG, gas and power sales opportunities in North America and Asia Pacific.
Cost of LNG, gas and power was $403.1 million for the nine months ended September 30, 2025, an increase of $290.6 million, as compared to $112.5 million for the nine months ended September 30, 2024. The increase was primarily due to increased LNG, gas and power sales opportunities in North America, Asia Pacific and Europe and the Acquisition.
Operating expenses
Operating expenses were $44.5 million for the three months ended September 30, 2025, a decrease of $0.9 million, as compared to $45.4 million for the three months ended September 30, 2024. The decrease in operating expenses was primarily due to decreased personnel costs in Argentina
38
Operating expenses were $132.5 million for the nine months ended September 30, 2025, a decrease of $30.1 million, as compared to $162.6 million for the nine months ended September 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
Depreciation and amortization expenses were $31.8 million for the three months ended September 30, 2025, an increase of $8.8 million, as compared to $23.0 million for the three months ended September 30, 2024. Depreciation and amortization increased primarily due to the Acquisition.
Depreciation and amortization expenses were $78.9 million for the nine months ended September 30, 2025, an increase of $2.6 million, as compared to $76.3 million for the nine months ended September 30, 2024. Depreciation and amortization increased primarily due to the Acquisition, partially offset by the extended commissioning time on our power barge assets in Albania during 2024.
Selling, general and administrative expenses
Selling, general and administrative expenses were $23.4 million for the three months ended September 30, 2025, a decrease of $0.4 million, as compared to $23.8 million for the three months ended September 30, 2025 and 2024. Selling, general and administrative expenses were essentially flat.
Selling, general and administrative expenses were $66.3 million for the nine months ended September 30, 2025, a decrease of $4.4 million, as compared to $70.7 million for the nine months ended September 30, 2024. Selling, general and administrative expenses decreased primarily due to lower business development expenses.
Transition and transaction expenses
Transition and transaction expenses were $2.2 million for the three months ended September 30, 2025. Transition and transaction expenses relate to due diligence, legal, and integration costs for the Acquisition.
Transition and transaction expenses were $33.6 million for the nine months ended September 30, 2025. Transition and transaction expenses relate to due diligence, legal, and integration costs for the Acquisition.
Interest expense
Interest expense was $24.9 million for the three months ended September 30, 2025, an increase of $13.2 million, as compared to $11.7 million for the three months ended September 30, 2024. The increase was primarily due to our new 2030 Notes (as defined herein), partially offset by the effects of the Term Loan Facility (as defined herein) paydown during the second quarter of 2025.
Interest expense was $56.6 million for the nine months ended September 30, 2025, an increase of $20.7 million, as compared to $35.9 million for the nine months ended September 30, 2024. The increase was primarily due to our new 2030 Notes (as defined herein), partially offset by the effects of the Term Loan Facility (as defined herein) paydown 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
Other income, net was $3.4 million for the three months ended September 30, 2025, a decrease of $3.1 million, as compared to $6.5 million for the three months ended September 30, 2024. Other income, net, decreased primarily due to a decrease in interest income.
Other income, net was $15.8 million for the nine months ended September 30, 2025, a decrease of $1.4 million, as compared to $17.2 million for the nine months ended September 30, 2024. Other income, net decreased primarily due to a decrease in interest income, partially offset by a decrease foreign exchange losses.
Provision for income taxes
The provision for income taxes for the three months ended September 30, 2025 and 2024 was $7.9 million and $6.2 million, respectively. The provision for income taxes for the nine months ended September 30, 2025 and 2024 was $19.5 million and $20.5 million, respectively. The change was primarily attributable to the year-over-year change in the geographical distribution of income.
The effective tax rate for the three months ended September 30, 2025 and 2024, was 12.6% and 11.9%, respectively. The effective tax rate for the nine months ended September 30, 2025 and 2024, was 13.2% and 16.1%, respectively. The change 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.
39
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 $41.1 million for the three months ended September 30, 2025, an increase of $4.5 million, as compared to $36.6 million for the three months ended September 30, 2024. The increase in net income attributable to non-controlling interest was primarily due higher net income attributable to owners of our Class B Common Stock.
Net income attributable to non-controlling interest was $97.9 million for the nine months ended September 30, 2025, an increase of $12.9 million, as compared to $85.0 million for the nine months ended September 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 September 30, 2025, we had $462.6 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.
Equity Offering
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.
Repurchase of Equity Securities
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.
40
Cash Flow Statement Highlights
Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
|
Nine months ended September 30, |
|
|||||||||
|
2025 |
|
|
2024 |
|
|
Change |
|
|||
Net cash provided by (used in): |
|
|
|
(In thousands) |
|
|
|
|
|||
Operating activities |
$ |
356,821 |
|
|
$ |
194,818 |
|
|
$ |
162,003 |
|
Investing activities |
|
(1,177,463 |
) |
|
|
(49,706 |
) |
|
|
(1,127,757 |
) |
Financing activities |
|
747,848 |
|
|
|
(91,031 |
) |
|
|
838,879 |
|
Effect of exchange rate on cash, cash equivalents, and restricted cash |
|
87 |
|
|
|
(54 |
) |
|
|
141 |
|
Net increase (decrease) in cash, cash equivalents, and restricted cash |
$ |
(72,707 |
) |
|
$ |
54,027 |
|
|
$ |
(126,734 |
) |
Operating Activities
Cash flows provided by operating activities increased by $162.0 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, primarily due to differences in the timing of collections and payments related to LNG, gas and power purchases and sales, interest expense on the 2030 Notes, collections received after our power barge assets went into service, and drydock expenditures.
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 $1,127.8 million for the nine months ended September 30, 2025, as compared to the same period in 2024. The increase was primarily due to the Acquisition, the 2025 milestone payments under the Newbuild Agreement (as defined herein), and the purchase of Shenandoah in the third quarter of 2025.
Financing Activities
Financing cash flows increased by $838.9 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, primarily due to $800.0 million in borrowings as a result of the Debt Offering (as defined herein), $201.8 million in proceeds from the Equity Offering and $27.2 million paid in 2024 to repurchase Class A Common Stock, partially offset by a $149.9 million increase in repayments on long-term debt and finance leases, payments of $20.3 million for debt issuance costs in 2025 and an increase of $17.8 million in dividends and distributions paid.
Capital Expenditures
The following table summarizes our cash outlays for capital projects for the three and nine months ended September 30, 2025 and 2024:
|
For the three months ended September 30, |
|
|
For the nine months ended September 30, |
|
||||||||||||||||||
|
2025 |
|
|
2024 |
|
|
Change |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
||||||
|
(In thousands) |
|
|
(In thousands) |
|
||||||||||||||||||
Capital expenditures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Growth |
$ |
29,390 |
|
|
$ |
10,104 |
|
|
$ |
19,286 |
|
|
$ |
86,036 |
|
|
$ |
18,087 |
|
|
$ |
67,949 |
|
Maintenance |
|
18,289 |
|
|
|
2,295 |
|
|
|
15,994 |
|
|
|
44,355 |
|
|
|
37,370 |
|
|
|
6,985 |
|
Gross capital expenditures |
|
47,679 |
|
|
|
12,399 |
|
|
|
35,280 |
|
|
|
130,391 |
|
|
|
55,457 |
|
|
|
74,934 |
|
Change in capital project payables and accruals, net |
|
4,285 |
|
|
|
(960 |
) |
|
|
5,245 |
|
|
|
(1,019 |
) |
|
|
(5,750 |
) |
|
|
4,731 |
|
Cash outlays for capital projects |
$ |
51,964 |
|
|
$ |
11,439 |
|
|
$ |
40,525 |
|
|
$ |
129,372 |
|
|
$ |
49,707 |
|
|
$ |
79,665 |
|
Debt Facilities
Revolving Credit Facility and Term Loan Facility
On April 18, 2022, EELP entered into a senior secured revolving credit agreement, by and among EELP, as borrower, Excelerate, as parent, the lenders party thereto, the issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which the lenders and issuing banks thereunder made available a revolving credit facility (the “EE Revolver”), including a letter of credit sub-facility, to EELP. The EE Revolver enabled us to borrow up to $350.0 million over a three-year term originally set to expire in April 2025.
41
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”). 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. As of September 30, 2025, up to $469.0 million of the EE Revolver may be used for letters of credit, which has increased to up to $500.0 million as of October 31, 2025. As of September 30, 2025, we 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 September 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 broader 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.
In September 2025, EELP and the Company entered into the sixth amendment to the Amended Credit Agreement, which modified provisions related to investments and restricted payments to provide greater flexibility to the Company.
2030 Notes
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 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.
As of September 30, 2025, we were in compliance with the covenants under our debt facilities.
For information about our other debt obligations, see Notes 10 and 11 in the Notes to our Consolidated Financial Statements.
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 September 30, 2025, we had future minimum lease payments totaling $220.3 million and are committed to $8.9 million in year one, $67.9 million for years two and three, $68.0 million for years four and five and $75.6 million thereafter.
42
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 September 30, 2025, we had future minimum lease payments totaling $215.5 million and are committed to $8.3 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.
Newbuild Agreement
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, first quarter of 2025 and 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 0.14 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.
The following table presents our future contractual obligations as of September 30, 2025 (in thousands):
|
Next Twelve Months |
|
|
Beyond |
|
||
LNG purchase and capacity obligations |
$ |
574,534 |
|
|
$ |
12,156,488 |
|
Long-term debt obligations |
|
33,459 |
|
|
|
1,088,473 |
|
Lease obligations |
|
67,575 |
|
|
|
368,234 |
|
Other purchase obligations |
|
287,784 |
|
|
|
135 |
|
Total commitments |
$ |
963,352 |
|
|
$ |
13,613,330 |
|
43
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.
Business Combination
We account for business combinations in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations. Accordingly, we allocate the purchase price of an acquired business to its identifiable assets and liabilities based on estimated fair values. The fair values of identifiable assets acquired and liabilities assumed are determined based on various valuation techniques, including the cost approach, discounted cash flow analysis, and independent appraisals. Goodwill is calculated as the difference between the estimate of the fair value of the consideration transferred and the estimates of the fair value assigned to the assets acquired and liabilities assumed. The Company intends to finalize the purchase price allocation as soon as practicable within the measurement period, but in no event later than one year following the closing date of the combination. Transaction and integration costs associated with business combinations are expensed as incurred.
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 September 30, 2025 and December 31, 2024, the fair value of our interest rate swaps was $0.8 million and $2.3 million, respectively. Based on our hedged notional amount as of September 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 $1.0 million.
Commodity Price Risk
In the course of our operations, we may be 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 September 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 September 30, 2025, the fair value of financial derivatives used to hedge some of our currency exposure was immaterial. For the nine months ended September 30, 2025 and 2024, we recorded $(0.7) million and $(3.2) million, respectively, in foreign currency gains/(losses) in our consolidated statements of income.
44
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 September 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 September 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 September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
45
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.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
(c) Trading Plans
During the three months ended September 30, 2025, none of the Company’s directors or executive officers
46
Item 6. Exhibits.
Exhibit Number |
|
Description |
10.1* |
|
Sixth Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of September 26, 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.
47
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.
|
|
Excelerate Energy, Inc. |
|
|
|
|
|
Date: November 6, 2025 |
|
By: |
/s/ Dana Armstrong |
|
|
|
Dana Armstrong |
|
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
48
