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CLOSED · 03:45 ET
Market ClerkRecap
Tue Oct 27 · markets closed1 signal on Oct 26140 insider buys this week · $73.9MCIRO short report next: Oct 30The week ahead

EE

Excelerate Energy, Inc.
NYSE · UTILITIES · NATURAL GAS DISTRIBUTION
32.51
+0.11 +0.34%
USD · close Oct 26

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MKT CAP —P/E 22.6DIV YIELD —FCF YIELD —REV TTM $1.5B +49.0%NET INCOME $47.5M +31.9%NET DEBT $583.7M52W 25.24 – 42.89SEC XBRL · TTM TO Invalid Date

How EE rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
66%
of sentences unchanged
Added
124
new sentences
Dropped
98
sentences removed
Length
+1,154
words, now 22,316

New in FY2025

  • These risks include, but are not limited to, the following: • unplanned issues, including time delays, unforeseen expenses, cost inflation, materials or labor shortages, which could result in delayed project startup, receipt of payment or existing or anticipated project cancellation; • our ability to realize the anticipated benefits of the Acquisition, including the expected accretion to earnings per share and the expected increase to our operating cash flow, and our ability to manage integration risks of the Acquisition; • the competitive market for LNG regasification services; • changes in the supply of and demand for and price of LNG and natural gas and LNG regasification capacity; • our need for substantial expenditures to maintain and replace, over the long-term, the operating capacity of our assets; • risks associated with conducting business outside of the United States, including political, legal and economic risk; • our ability to obtain and maintain approvals and permits from governmental and regulatory agencies with respect to the design, construction and operation of our facilities and provision of our services; • our ability to access financing on favorable terms; • our debt level and finance lease liabilities, which may limit our flexibility in obtaining additional financing, or refinancing credit facilities upon maturity; • our financing agreements, which include financial restrictions and covenants and are secured by certain of our floating regasification terminals; • our ability to enter into or extend contracts with customers and our customers’ failure to perform their contractual obligations; • our ability to purchase or receive physical delivery of LNG in sufficient quantities to satisfy our delivery and sales obligations or at attractive prices; • our ability to maintain relationships with our existing suppliers, source new suppliers for LNG and critical components of our projects and complete building out our supply chain; • the technical complexity of our infrastructure assets; • the risks inherent in operating our infrastructure assets; • customer termination rights in our contracts; • adverse effects on our operations due to disruption of third-party facilities; • infrastructure constraints and community and political group resistance to existing and new LNG and natural gas infrastructure over concerns about the environment, safety and terrorism; • shortages of qualified officers and crew impairing our ability to operate or increasing the cost of crewing our floating regasification terminals; • acts of terrorism, war or political or civil unrest; • compliance with various international treaties and conventions and national and local environmental, health, safety and maritime conduct laws that affect our operations; • Kaiser having the ability to direct the voting of a majority of the voting power of our common stock, and his interests possibly conflicting with those of our other stockholders; • the possibility that EELP will be required to make distributions to us and the other partners of EELP; • our dependence upon distributions from our subsidiaries to pay dividends, if any, taxes and other expenses and make payments under the TRA; and • the requirement that we pay over to EE Holdings (as defined herein) most of the tax benefits we receive.
  • Failure to successfully combine our business with the Jamaica business acquired in the Acquisition, or an inaccurate estimate by us of the benefits to be realized from the Acquisition, may adversely affect our future results.
  • The Acquisition involves potential risks, including: • the failure to realize expected profitability, growth or accretion; • environmental or regulatory compliance matters or liabilities; • title or permit issues; • the diversion of management’s attention from our existing business; • the incurrence of substantial expenses; • the incurrence of significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges; and • the incurrence of unanticipated liabilities and costs for which indemnification is unavailable or inadequate.
  • The expected benefits from the Acquisition may not be realized if our estimates of the potential revenues associated with the interests to be acquired by us in the Acquisition, the expected accretion to our earnings per share or increase to our operating cash flow are materially inaccurate or if we fail to identify operating problems or liabilities associated with the Jamaica business.
  • The accuracy of our estimates of the potential take-or-pay direct margin generated by the Jamaica business is inherently uncertain.
  • Although we conducted due diligence in connection with the Acquisition, we cannot assure you that this diligence has surfaced all material issues that may arise as a result of the Acquisition.
  • Even if our due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis.
  • The purchase agreement provides for limited recourse for problems identified after closing of the Acquisition.
  • Difficulties in integrating the business into the Company may result in operational and other challenges, including the diversion of management’s attention from ongoing business concerns; the attraction of new business and operational relationships; and the possibility that a failure to successfully integrate the business into our internal control over financial reporting could compromise the integrity of our financial reporting.
  • An inability to realize the full extent of the intended benefits of the Acquisition, could have an adverse effect on our revenues and level of expenses and results of operations.
  • If any of these risks or unanticipated liabilities or costs were to materialize, any desired benefits of the Acquisition may not be fully realized, if at all, and our future financial performance, results of operations and cash available for distribution could be negatively impacted.
  • New competitors could enter the market for floating regasification terminals and operate larger asset bases through consolidations, acquisitions or the purchase of new terminals and may be able to offer lower rates and more modern assets.
  • We typically enter into long-term, fixed-rate regasification contracts with our customers.
  • Regasification contracts are awarded based upon a variety of factors relating to the operator, including, but not limited to: • floating regasification terminal experience and quality of operations; • industry relationships and reputation for customer service and safety; • technical ability and reputation for operation of highly specialized assets, including floating regasification terminals; • quality and experience of crews; • financial stability; • construction management experience, including (i) relationships with shipyards and the ability to secure suitable berths and (ii) the ability to obtain on-time delivery of new floating regasification terminals according to customer specifications; • willingness to accept operational and other risks, such as allowing customer termination rights for extended operational failures and force majeure events; • the ability to commence operations quickly; and • price competitiveness.
  • While there has been limited availability of floating regasification terminals in recent years, new participants may enter the market, including companies with strong reputations and extensive resources and experience.
  • Current market participants and new entrants may acquire existing floating regasification terminals, contract for newbuildings, or convert LNG carriers into floating regasification terminals.
  • Natural gas, LNG, and crude oil prices and demand for and price of LNG regasification capacity have at various times been and may become volatile due to one or more of the following factors: • additions to competitive regasification capacity; • changes in import and export policies, including trade restrictions, new or increased tariffs or quotas, embargoes, sanctions and countersanctions, safeguards or customs restrictions; • insufficient or oversupply of natural gas liquefaction or export capacity worldwide; • insufficient LNG carrier capacity; • weather conditions and natural disasters; • reduced demand and lower prices for natural gas over an extended period; • higher LNG prices, which could make other fuels more competitive in the markets where we operate; • inflationary pressures; • increased natural gas production deliverable by pipelines in the markets where we operate, which could suppress demand for LNG; • decreased crude oil and natural gas exploration activities, including shut-ins and possible proration, which would decrease the production of natural gas available for liquefaction; • cost improvements that allow competitors to offer LNG regasification services at reduced prices; • changes in supplies of, and prices for, alternative energy sources, such as coal, crude oil, nuclear, hydroelectric, wind and solar energy, which may reduce the demand for natural gas; • changes in regulatory, tax or other governmental policies regarding imported or exported LNG, natural gas or alternative energy sources, which may reduce the demand for imported LNG or natural gas in the markets where we operate; • political conditions; • adverse relative demand for LNG compared to other markets; • changes in economic conditions of countries where we operate or purchase or sell LNG and natural gas; and • cyclical trends in general business and economic conditions that cause changes in the demand for natural gas.
  • During 2023, we recorded lower of cost or net realizable value write-downs on our LNG inventory.
  • As an example of these factors, in February 2025, the U.S.
  • Although certain of these tariffs have been paused or reduced, these actions have resulted, and may in the future result, in retaliatory measures on U.S. goods.
  • Existing and newly imposed tariffs and the escalation of trade disputes could increase the volatility of the price of LNG and natural gas.
  • We must make substantial expenditures to maintain and replace, over the long-term, the operating capacity of our regasification terminals and associated assets, pipelines and downstream infrastructure.
  • These expenditures include those associated with drydocking floating regasification terminals, modifying existing floating and fixed terminals, acquiring new assets, regasification terminals or downstream infrastructure or otherwise repairing or replacing current floating and fixed terminals and associated assets or downstream infrastructure, at the end of their useful lives.
  • These expenditures could vary significantly from quarter to quarter and could increase as a result of changes in: • the cost of labor and materials, including due to inflationary pressures; • customer requirements; • project size; • the cost of replacement assets; • length of charters; • governmental regulations and maritime self-regulatory organization standards relating to safety, security or the environment; • competitive standards; and • operating conditions, including adverse weather events, sea currents and natural disasters impacting performance, required maintenance and repair intervals and spending.
  • Our success will be dependent upon our ability to enter into or renew contracts with our customers for regasification services, LNG, natural gas, and power sales and development agreements, as well as to maintain our relationships or form new relationships with customers.
  • During 2025 and 2024, we had three and two customers, respectively, that, at times, accounted for over 10% of our revenues.
  • For more information regarding the material terms of the contracts with our customers, see “Business—Terminal Services Customers and Contracts,” and for more information regarding the risks related to termination of the contracts with our customers, see “—Our contracts with our customers are subject to termination under certain circumstances,” below.
  • We may experience operational problems with floating regasification terminals or our other facilities that could reduce revenue, increase costs or lead to termination of our customer contracts.
  • LNG import terminals and power plants are complex and their operations are technically challenging.
  • The operation of our facilities may be subject to mechanical risks.
  • Moreover, pursuant to each customer contract, our facilities must maintain certain specified performance standards, which may include a guaranteed delivery of regasified LNG or power, consumption of no more than a specified amount of fuel or a requirement not to exceed a maximum average daily LNG cargo boil-off.
  • If we fail to maintain these standards, we may be liable to our customers for reduced compensation, damages and certain liquidated damages payable under the charterer’s contract with its customer, and in certain circumstances, our customers may terminate their respective contracts with us.
  • The operation of LNG and natural gas infrastructure assets is inherently risky, and an incident involving health, safety, property or environmental consequences involving any of our assets could harm our reputation, business and financial condition.
  • Our facilities, our LNG and natural gas inventory, and the LNG infrastructure to which we are interconnected, are at risk of being damaged or lost because of events such as: • marine disasters; • piracy; • environmental incidents or pollution; • bad weather, including tropical cyclones; • mechanical failures; • grounding, fire, explosions and collisions; • cargo and property losses or damage; • human error; and • war and terrorism.
  • An accident or incident involving any of our floating or fixed terminals or other facilities or the LNG infrastructure to which we are interconnected could result in any of the following: • death or injury to persons, loss of property or damage to the environment, natural resources or protected species, and associated costs; • delays in taking delivery of an LNG cargo or discharging regasified LNG, as applicable; • suspension or termination of customer contracts, and resulting loss of revenues; • governmental fines, penalties or restrictions on conducting business; • higher insurance rates; and • damage to our reputation and customer relationships generally.
  • If our floating or fixed terminals or other facilities suffer damage, they may need to be repaired, which could result in us incurring repair costs and/or a loss of earnings.
  • The costs of floating or fixed terminal and other infrastructure repairs are unpredictable and can be substantial.
  • Our contracts with our customers contain various termination rights, which may include, without limitation: • at the end of a specified time period following certain events of force majeure or the outbreak of war; • extended unexcused service interruptions or deficiencies; • failure to deliver or commission a terminal at the start of a project; • loss of or requisition of a floating regasification terminal; • the occurrence of an insolvency event; and • the occurrence of certain uncured, material breaches.
  • As a result, we may have underutilized assets and additionally, under charters for any floating regasification terminals we do not own, we will still be obligated to make payments to their owners regardless of use.
  • Floating regasification terminals and LNG carriers require technically skilled officers and crews with specialized training.

and 84 more.

Gone since FY2024

  • These risks include, but are not limited to, the following: • unplanned issues, including time delays, unforeseen expenses, cost inflation, materials or labor shortages, which could result in delayed receipt of payment or existing or anticipated project cancellation; • the competitive market for LNG regasification services; • changes in the supply of and demand for and price of LNG and natural gas and LNG regasification capacity; • our need for substantial expenditures to maintain and replace, over the long-term, the operating capacity of our assets; • risks associated with conducting business outside of the United States, including political, legal, and economic risk; • our ability to obtain and maintain approvals and permits from governmental and regulatory agencies with respect to the design, construction and operation of our facilities and provision of our services; • our ability to access financing on favorable terms; • our debt level and finance lease liabilities, which may limit our flexibility in obtaining additional financing, or refinancing credit facilities upon maturity; • our financing agreements, which include financial restrictions and covenants and are secured by certain of our vessels; • our ability to enter into or extend contracts with customers and our customers’ failure to perform their contractual obligations; • our ability to purchase or receive physical delivery of LNG in sufficient quantities to satisfy our delivery and sales obligations under GSAs and/or LNG sales agreements or at attractive prices; • our ability to maintain relationships with our existing suppliers, source new suppliers for LNG and critical components of our projects and complete building out our supply chain; • the technical complexity of our FSRUs and LNG import terminals and related operational problems; • the risks inherent in operating our FSRUs and other LNG infrastructure assets; • customer termination rights in our contracts; • adverse effects on our operations due to disruption of third-party facilities; • infrastructure constraints and community and political group resistance to existing and new LNG and natural gas infrastructure over concerns about the environment, safety and terrorism; • shortages of qualified officers and crew impairing our ability to operate or increasing the cost of crewing our vessels; • acts of terrorism, war or political or civil unrest; • compliance with various international treaties and conventions and national and local environmental, health, safety and maritime conduct laws that affect our operations; • Kaiser having the ability to direct the voting of a majority of the voting power of our common stock, and his interests possibly conflicting with those of our other stockholders; • the possibility that EELP will be required to make distributions to us and the other partners of EELP; • our dependence upon distributions from our subsidiaries to pay dividends, if any, taxes and other expenses and make payments under the TRA; and • the requirement that we pay over to the TRA Beneficiaries (as defined herein) most of the tax benefits we receive.
  • New competitors could enter the market for FSRUs and operate larger fleets through consolidations, acquisitions or the purchase of new vessels and may be able to offer lower rates and more modern fleets.
  • We typically enter into long-term, fixed-rate regasification contracts with our customers, either in the form of time charters or terminal use agreements.
  • Regasification contracts are awarded based upon a variety of factors relating to the vessel operator, including, but not limited to: • FSRU experience and quality of ship operations; • shipping industry relationships and reputation for customer service and safety; • technical ability and reputation for operation of highly specialized vessels, including FSRUs; • quality and experience of seafaring crew; • financial stability; • construction management experience, including (i) relationships with shipyards and the ability to secure suitable berths and (ii) the ability to obtain on-time delivery of new FSRUs according to customer specifications; • willingness to accept operational and other risks, such as allowing customer termination rights for extended operational failures and force majeure events; • the ability to commence operations quickly; and • price competitiveness.
  • While there has been limited availability of FSRUs in recent years, new participants may enter the market, including companies with strong reputations and extensive resources and experience.
  • Current market participants and new entrants may acquire existing FSRUs, contract for newbuildings, or convert LNGCs into FSRUs.
  • Natural gas, LNG, and crude oil prices and demand for and price of LNG regasification capacity have at various times been and may become volatile due to one or more of the following factors: • additions to competitive regasification capacity; • changes in import and export policies, including trade restrictions, new or increased tariffs or quotas, embargoes, sanctions and countersanctions, safeguards or customs restrictions; • insufficient or oversupply of natural gas liquefaction or export capacity worldwide; • insufficient LNG tanker capacity; • weather conditions and natural disasters; • reduced demand and lower prices for natural gas over an extended period; • higher LNG prices, which could make other fuels more competitive in the markets where we operate; • inflationary pressures; • increased natural gas production deliverable by pipelines in the markets where we operate, which could suppress demand for LNG; • decreased crude oil and natural gas exploration activities, including shut-ins and possible proration, which have begun and may continue to decrease the production of natural gas available for liquefaction; • cost improvements that allow competitors to offer LNG regasification services at reduced prices; • changes in supplies of, and prices for, alternative energy sources, such as coal, crude oil, nuclear, hydroelectric, wind and solar energy, which may reduce the demand for natural gas; • changes in regulatory, tax or other governmental policies regarding imported or exported LNG, natural gas or alternative energy sources, which may reduce the demand for imported LNG or natural gas in the markets where we operate; • political conditions; • adverse relative demand for LNG compared to other markets; • changes in economic conditions of countries where we operate or purchase or sell LNG and natural gas; and • cyclical trends in general business and economic conditions that cause changes in the demand for natural gas.
  • During 2023 and 2022, we recorded lower of cost or net realizable value write-downs on our LNG inventory.
  • As an example of these factors, on February 1, 2025, the U.S.
  • Although certain of these tariffs have been paused, these actions are expected to result in retaliatory measures on U.S. goods.
  • If maintained, the newly announced tariffs and the potential escalation of trade disputes could increase the volatility of the price of LNG and natural gas.
  • We must make substantial expenditures to maintain and replace, over the long-term, the operating capacity of our fleet, regasification terminals and associated assets, pipelines and downstream infrastructure.
  • These expenditures include those associated with drydocking vessels, modifying existing vessels or regasification terminals, acquiring new vessels, regasification terminals or downstream infrastructure or otherwise repairing or replacing current vessels, regasification terminals and associated assets or downstream infrastructure, at the end of their useful lives.
  • These expenditures could vary significantly from quarter to quarter and could increase as a result of changes in: • the cost of labor and materials, including due to inflationary pressures; • customer requirements; • fleet and project size; • the cost of replacement vessels; • length of charters; • governmental regulations and maritime self-regulatory organization standards relating to safety, security or the environment; • competitive standards; and • operating conditions, including adverse weather events, sea currents and natural disasters impacting performance, required maintenance and repair intervals and spending.
  • Our success will be dependent upon our ability to enter into or renew contracts with our customers for regasification services, LNG and natural gas sales and development agreements, as well as to maintain our relationships or form new relationships with customers.
  • During each of 2024 and 2023, we had two customers that, at times, accounted for over 10% of our revenues.
  • For more information regarding the material terms of the contracts with our customers, see “Business—Time Charter Customers and Contracts,” and for more information regarding the risks related to termination of the contracts with our customers, see “—Our contracts with our customers are subject to termination under certain circumstances,” below.
  • We may experience operational problems with vessels or our other facilities that could reduce revenue, increase costs or lead to termination of our customer contracts.
  • FSRUs and LNG import terminals are complex and their operations are technically challenging.
  • The operation of our FSRUs and LNG import terminals may be subject to mechanical risks.
  • Moreover, pursuant to each customer contract, our FSRUs or LNG terminals, as applicable, must maintain certain specified performance standards, which may include a guaranteed delivery of regasified LNG, consumption of no more than a specified amount of fuel or a requirement not to exceed a maximum average daily cargo boil-off.
  • If we fail to maintain these standards, we may be liable to our customers for reduced hire, damages and certain liquidated damages payable under the charterer’s contract with its customer, and in certain circumstances, our customers may terminate their respective contracts with us.
  • The operation of FSRUs and other LNG infrastructure assets is inherently risky, and an incident involving health, safety, property or environmental consequences involving any of our vessels could harm our reputation, business and financial condition.
  • Our vessels, the LNG and natural gas onboard and our other facilities and the LNG infrastructure to which we are interconnected are at risk of being damaged or lost because of events such as: • marine disasters; • piracy; • environmental incidents or pollution; • bad weather; • mechanical failures; • grounding, fire, explosions and collisions; • cargo and property losses or damage; • human error; and • war and terrorism.
  • An accident or incident involving any of our vessels or other facilities or the LNG infrastructure to which we are interconnected could result in any of the following: • death or injury to persons, loss of property or damage to the environment, natural resources or protected species, and associated costs; • delays in taking delivery of an LNG cargo or discharging regasified LNG, as applicable; • suspension or termination of customer contracts, and resulting loss of revenues; • governmental fines, penalties or restrictions on conducting business; • higher insurance rates; and • damage to our reputation and customer relationships generally.
  • If our vessels or other facilities suffer damage, they may need to be repaired, which could result in us incurring repair costs and/or a loss of earnings.
  • The costs of vessel and other infrastructure repairs are unpredictable and can be substantial.
  • Our contracts with our customers contain various termination rights, which may include, without limitation: • at the end of a specified time period following certain events of force majeure or the outbreak of war; • extended unexcused service interruptions or deficiencies; • failure to deliver or commission an FSRU at the start of a project; • loss of or requisition of the FSRU; • the occurrence of an insolvency event; and • the occurrence of certain uncured, material breaches.
  • As a result, we may have an underutilized fleet and additionally, under charters for any FSRUs we do not own, we will still be obligated to make payments to their owners regardless of use.
  • FSRUs and LNGCs require technically skilled officers and crews with specialized training.
  • As the worldwide FSRU and LNGC fleet has grown, the demand for technically skilled officers and crews has increased, which could lead to a shortage of such personnel.
  • A material decrease in the supply of technically skilled officers and crew, including as a result of wars and conflicts and government responses thereto, or our inability or that of our vessel managers to attract and retain such qualified officers and crew could impair our ability to operate or increase the cost of crewing our vessels, which would materially adversely affect our business, financial condition and results of operations.
  • In addition, we operate in certain countries, including Argentina and Brazil, that require us to hire a certain percentage of local personnel to crew the vessels, and we may expand our operations to countries with similar requirements.
  • Governments could requisition our vessels during a period of war or emergency resulting in a loss of earnings.
  • Governments of the port states where our FSRUs are located could requisition for title, requisition for hire or seize our vessels.
  • Although our time charter contracts generally entitle us to compensation from our customer in the event of a requisition of one or more of our vessels, the amount and timing of payments, if any, would be uncertain.
  • A government requisition of one or more of our vessels may cause us to breach covenants in certain of our credit facilities.
  • We rely on accounting, financial, operational, management and other information systems to conduct our operations, including our vessel operations.
  • Our information systems and those of our third-party service providers we rely upon to conduct operations are subject to damage or interruption from power outages, computer and telecommunication failures, computer viruses, malware (including ransomware), social engineering attacks (including phishing), artificial intelligence-assisted attacks, denial of service attacks, disruptions from misconfigurations, unauthorized use of or access to computer systems, natural disasters, usage errors by our employees and other related risks.
  • In particular, our vessels rely on information and operational systems for a significant part of their operations, including navigation, provision of services, propulsion, machinery management, power control, communications, regasification and cargo management.

and 58 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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