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Acquisition
 9 Months Ended
Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisition Acquisition

In May 2025, Excelerate closed the acquisition of 100% of the interests in New Fortress Energy Inc.’s business in Jamaica (the “Jamaica Business”) for approximately $1.055 billion in cash, which was subject to certain adjustments for cash, indebtedness, transaction expenses, working capital and LNG and fuel inventory (the “Acquisition”). Under the terms of the purchase agreement, Excelerate acquired 100% of the operating interests in three facilities, as well as the operations, pipelines and infrastructure associated therewith: the Montego Bay LNG Terminal, the Old Harbour LNG Terminal and the Clarendon combined heat and power plant. The Acquisition was funded with the Debt Offering (as defined herein), the Equity Offering (as defined herein), and cash on hand.

The Acquisition was accounted for as an acquisition of a business in accordance with ASC 805, Business Combinations. The assets acquired and liabilities assumed related to the Acquisition were recorded at their fair values as of the closing date of May 14, 2025, which are shown below. These amounts will be finalized no later than one year from the acquisition date (in thousands):

Fair value of assets acquired

May 14, 2025

 

Cash and cash equivalents

$

6,434

 

Current portion of restricted cash

 

650

 

Accounts receivable, net

 

45,897

 

Inventories

 

19,609

 

Other current assets

 

10,786

 

Property and equipment, net

 

447,605

 

Intangible assets, net

 

369,000

 

Goodwill

 

244,993

 

Right-of-use assets

 

176,114

 

Other assets

 

11,678

 

Total assets acquired

$

1,332,766

 

Fair value of liabilities assumed

 

 

Accounts payable

$

7,228

 

Accrued liabilities and other liabilities

 

16,658

 

Current portion of deferred revenues

 

4,702

 

Current portion of operating lease liabilities

 

20,657

 

Operating lease liabilities

 

150,004

 

Asset retirement obligations

 

16,359

 

Other long-term liabilities

 

61,983

 

Total liabilities assumed

$

277,591

 

Net assets acquired

$

1,055,175

 

Under the acquisition method of accounting, the assets acquired and liabilities assumed are recognized at their estimated fair values. The fair value of the assets and liabilities acquired was estimated by applying an indirect cost approach and an income approach. The fair value measurements of assets acquired and liabilities assumed are based on significant inputs, such as projections of replacement value, estimated future cash flows, the probability of contract renewals and an estimated discount rate, which are not observable in the market and therefore represent Level 3 inputs, as defined in Note 4 – Fair value of financial instruments. These inputs require judgments and estimates at the time of valuation. Any excess of the purchase price over the estimated fair value of the identifiable assets acquired was recorded as goodwill. Such excess of purchase price over the fair value of net assets acquired was approximately $245.0 million. The goodwill is attributable to expected operational and capital synergies and is expected to be deductible for tax purposes.

Revenue and net income (loss) attributable to the assets acquired for the period from May 14, 2025 through September 30, 2025, were $164.8 million and $37.3 million, respectively. For the nine months ended September 30, 2025, transition and transaction expenses were $33.6 million.

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 Acquisition and related debt and equity issuances along with the use of proceeds therefrom had occurred on January 1, 2024 (in thousands):

 

For the three months ended September 30,

 

 

For the nine months ended September 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenues

$

391,044

 

 

$

285,801

 

 

$

1,058,973

 

 

$

851,848

 

Net income (loss)

 

57,261

 

 

 

46,006

 

 

 

161,943

 

 

 

74,707

 

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

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.