Close

Form 6-K GOLAR LNG LTD For: Mar 31

June 14, 2022 9:07 AM EDT

Get inside Wall Street with StreetInsider Premium. Claim your 1-week free trial here.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE
SECURITIES EXCHANGE ACT OF 1934

For the month of June 2022

Commission File Number: 000-50113
GOLAR LNG LIMITED
(Translation of registrant's name into English)
2nd Floor
 S.E. Pearman Building
9 Par-la-Ville Road
Hamilton HM 11
Bermuda

(Address of principal executive office)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [ X ]     Form 40-F [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ].

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ].

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's “home country”), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.






INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Included is the Overview, Operating and Financial Review for the three months ended March 31, 2022 and the unaudited consolidated interim financial statements of Golar LNG Limited (the “Company” or “Golar”) as of and for the three months ended March 31, 2022.

The information contained in this Report on Form 6-K is hereby incorporated by reference into the Company's registration statement on Form F-3 ASR (File no. 333-237936), which was filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 30, 2020.



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.

GOLAR LNG LIMITED
(Registrant)
Date: June 14, 2022
By:
/s/ Eduardo Maranhão
Name:
Eduardo Maranhão
Title:Principal Financial Officer






UNAUDITED INTERIM FINANCIAL REPORT

Forward-Looking Statements

Matters discussed in this report may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are including this cautionary statement in connection with this safe harbor legislation. This report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. When used in this report, the words “believe,” “anticipate,” “intend,” “estimate” “forecast,” “project” "plan," “potential,” “will," “may,” “should,” “expect” and similar expressions identify forward-looking statements.

The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. As a result, you are cautioned not to rely on any forward-looking statements.

In addition to these important factors and matters discussed elsewhere herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include among other things:

our inability and that of our counterparty to meet our respective obligations under the Lease and Operate Agreement entered into in connection with the BP Greater Tortue / Ahmeyim Project (the “Gimi GTA Project”);
continuing uncertainty resulting from potential future claims from our counterparties of purported force majeure under contractual arrangements, including but not limited to our construction projects (including the Gimi GTA Project) and other contracts to which we are a party;
claims made or losses incurred in connection with our continuing obligations with regard to Hygo Energy Transition Ltd (“Hygo”) and Golar LNG Partners LP (“Golar Partners”);
the ability of Hygo, Golar Partners and New Fortress Energy Inc. (“NFE”) to meet their respective obligations to us, including indemnification obligations;
a decline or continuing volatility in the global financial markets, specifically with respect to our equity holding in NFE;
continuing volatility of commodity prices;
failure of shipyards to comply with delivery schedules or performance specifications on a timely basis or at all;
changes to rules and regulations applicable to liquefied natural gas (“LNG”) carriers, floating storage and regasification units (“FSRUs”), floating liquefaction natural gas vessels (“FLNGs”) or other parts of the LNG supply chain;
changes in our ability to retrofit vessels as FSRUs or FLNGs and in our ability to obtain financing for such conversions on acceptable terms or at all;
changes in our ability to obtain additional financing on acceptable terms or at all;
the length and severity of outbreaks of pandemics, including the worldwide outbreak of the coronavirus (“COVID-19”) and its impact on demand for LNG and natural gas, the timing of completion of our conversion projects, the operations of our charterers, our global operations and our business in general;
failure of our contract counterparties to comply with their agreements with us or other key project stakeholders;
changes in LNG carrier, FSRU, or FLNG charter rates, vessel values or technological advancements;
our ability to close potential future sales of additional equity interests in our vessels, including the Hilli and Gimi or to monetize our remaining interest in NFE on a timely basis or at all;
our ability to contract the full utilization of the Hilli or other vessels;
changes in the supply of or demand for LNG or LNG carried by sea and for LNG carriers, FSRUs or FLNGs;
a material decline or prolonged weakness in rates for LNG carriers, FSRUs or FLNGs;
increases in costs, including, among other things, wages, insurance, provisions, repairs and maintenance;
changes in the performance of the pool in which certain of our vessels operate;
changes in trading patterns that affect the opportunities for the profitable operation of LNG carriers, FSRUs or FLNGs;
1


changes in the supply of or demand for natural gas generally or in particular regions;
changes in our relationships with our counterparties, including our major chartering parties;
changes in our relationship with our affiliates and the sustainability of any distributions they pay us;
changes in general domestic and international political conditions, particularly where we operate;
global economic trends, competition and geopolitical risks, including impacts from the ongoing conflict in Ukraine and the related sanctions and other measures, including the related impacts on the supply chain for our conversions;
changes in the availability of vessels to purchase and in the time it takes to build new vessels;
our inability to expand beyond the carriage of LNG and provision of FSRU and FLNGs, particularly through our innovative FLNG strategy;
actions taken by regulatory authorities that may prohibit the access of LNG carriers, FSRUs and FLNGs to various ports; and
other factors listed from time to time in registration statements, reports or other materials that we have filed with or furnished to the Commission, including our most recent annual report on Form 20-F.

We caution readers of this report not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the forward-looking statements.

All forward-looking statements included in this report are made only as of the date of this report and, except as required by law, we assume no obligation to revise or update any written or oral forward-looking statements made by us or on our behalf as a result of new information, future events or other factors. If one or more forward-looking statements are revised or updated, no inference should be drawn that additional revisions or updates will be made in the future.
2




Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion of our financial condition and results of operations for the three months ended March 31, 2022 and 2021. Unless the context indicates otherwise, the “Company”, “Golar”, “Golar LNG”, “we”, “us”, and “our” all refer to Golar LNG Limited or any one or more of its consolidated subsidiaries, including Golar Management Limited, or Golar Management, or to all such entities. References to “Golar Partners” or the “Partnership” refer, depending on the context, to our former affiliate Golar LNG Partners LP (previously listed on Nasdaq: GMLP) and to any one or more of its subsidiaries. References to “Hygo” refer to our former affiliate Hygo Energy Transition Ltd (formerly known as Golar Power Ltd) and to any one or more of its subsidiaries. References to “Avenir” refer to our affiliate Avenir LNG Limited (Norwegian OTC: AVENIR) and to any one or more of its subsidiaries. References to “NFE” refer to New Fortress Energy Inc. (Nasdaq: NFE). References to “Cool Co” refer to Cool Company Ltd (Euronext Growth: COOL) and to any one or more of its subsidiaries. Unless otherwise indicated, all references to “USD” and “$” in this report are to U.S. dollars. You should read the following discussion and analysis together with the unaudited consolidated interim financial statements and related notes included elsewhere in this report. For additional information relating to our operating and financial review and prospects, including definitions of certain terms used herein, please see our annual report on Form 20-F for the year ended December 31, 2021, which was filed with the Commission on April 28, 2022.

Overview

We design, build, own and operate marine infrastructure for the liquefaction and regasification of LNG. Following the disposal of our investments in former affiliates, Golar Partners and Hygo in April 2021 and the recent business separation of our eight modern tri-fuel diesel electric (“TFDE”) LNG vessels into Cool Co in April 2022, we have narrowed our focus on pursuing and increasing our portfolio of FLNG projects.

Recent and Other Developments

In addition to the other information set forth in this Report on Form 6-K, please see “Item 5 - Operating and Financial Review and Prospects - Significant Developments in Early 2022” of our 2021 Annual Report on Form 20-F.

Since March 31, 2022, certain recent and other developments that have occurred are as follows:

Financing

i.Sale of NFE common stock

In April 2022, we sold 6.2 million shares of our NFE holdings raising net proceeds of $253.0 million. The proceeds are earmarked for potential FLNG growth projects and general corporate purposes. Following the sale of such shares, our remaining holding in NFE common stock is now 12.4 million or approximately 6.0% interest in NFE.

ii.Corporate RCF

In May 2022, we repaid the $131.0 million drawn amount from our $200.0 million revolving facility entered into in November 2021 (“Corporate RCF”). Consequently, we reclassified the March 31, 2022 amount of the outstanding debt from long-term debt to current portion of long-term debt and short-term debt on our unaudited consolidated balance sheet.

UK Tax Lease Liability Settlement

In April 2022 we settled and paid in full our liability with the UK tax authorities (“HMRC”) in relation to legacy tax leases, amounting to $63.5 million, of which $46.0 million was released from amounts earmarked for such settlement in our restricted cash balance. The first priority security interest on the Gandria and the second priority security interests on the Golar Tundra and the Golar Frost were also released.
3




Investment in Aqualung Carbon Capture (“Aqualung”)

In May 2022, we invested $2.4 million in Aqualung, an Oslo-based technology company that has developed and achieved proof of concept for a CO2 capture and separation membrane technology. Subject to the successful completion of a commercial pilot project with an industrial user, the technology could be used in future FLNG projects enabling us to offer interested customers the opportunity to further reduce emissions from our already low carbon footprint FLNG solutions. We have a 4.6% interest and a board seat in Aqualung.

Completion of the Cool Co Vessel SPA

In April 2022, the remaining four LNG carriers (Golar Glacier, Golar Snow, Golar Ice and Golar Kelvin) were sold to Cool Co and following such disposals we now own a 31.25% interest in Cool Co. The existing sale and leaseback arrangements, except for the existing financing arrangements for the Golar Ice and Golar Kelvin which were novated and assumed by Cool Co, were refinanced in connection with the closing of the share purchase agreement entered into between us and Cool Co on January 26, 2022 (“Vessel SPA”) and were contemporaneously deconsolidated from our financial statements. On completion of the transactions contemplated under the Vessel SPA, we continue to be the guarantor to the Golar Ice and Golar Kelvin sale and leaseback arrangements.

Agreed Sale of the Golar Arctic

On May 18, 2022, Italian energy infrastructure company Snam Rete Gas S.P.A. (“Snam”) and Golar signed a contract pursuant to which Golar will convert the Golar Arctic, into a FSRU for delivery to Snam at a port in Sardinia, Italy. After the FSRU conversion, acceptance and repayment of any vessel related debt, the converted FSRU will be sold to Snam for €269.0 million ($288.0 million). The initiation of activities including procurement of long lead items for the conversion is subject to Snam’s issuance of its Notice-to-Proceed to us. Once such notice is received, the FSRU conversion is expected to take up to two years, with the vessel required to be situated in a shipyard for around nine months. Prior to entering the shipyard, the Golar Arctic will continue to be operated by Golar as an LNG carrier. The estimated conversion cost is $160.0 million.

Sale of Golar Tundra

On May 31, 2022, Snam and Golar signed an agreement for Snam to acquire all of the share capital of Golar LNG NB 13 Corporation, whose sole asset is a FSRU, the Golar Tundra, for $350 million. The transaction was approved by our Board of Directors on May 30, 2022. As part of the transaction, which followed a due diligence assessment of the acquired company and the FSRU itself, Golar will lease Golar Tundra from Snam as an LNG carrier for a limited period of time after closing, and assist Snam in the preparatory work for the installation of the vessel in the selected port. The completion of the transaction occurred simultaneously with the signing of the contracts on May 31, 2022. In the coming months Snam will begin activities to contract LNG regasification capacity, which will gradually become available from start-up of Golar Tundra as an FSRU expected during the spring of 2023.

Environmental, Social and Governance (“ESG”) Report

In May 2022, we published our 2021 ESG report. This comprehensive report describes our important role in advancing the global energy transition to a lower carbon future - championing LNG as a transition fuel in partnership with renewables, and as a reliable alternative for those in need of energy security today.


4




Operating and Financial Review

See note 4 “Segment Information” of the unaudited consolidated interim financial statements included herein for additional information on our segments.

A reconciliation of consolidated net income/(loss) to Adjusted EBITDA is as follows:
Three months ended March 31,
(in thousands of $)20222021Change% Change
Net income410,014 63,104 346,910 550 %
Income taxes375 182 193 106 %
Income before income taxes410,389 63,286 347,103 548 %
Depreciation and amortization15,536 15,646 (110)(1)%
Unrealized gain on oil and gas derivative instruments(168,059)(10,600)(157,459)1485 %
Other non-operating income(350,185)— (350,185)100 %
Interest income(33)(31)(2)6 %
Interest expense7,577 9,089 (1,512)(17)%
Gains on derivative instruments(31,536)(23,351)(8,185)35 %
Other financial items, net(527)203 (730)(360)%
Net losses from equity method investments (1)
1,056 682 374 55 %
Net loss/(income) from discontinued operations209,228 (11,454)220,682 (1927)%
Adjusted EBITDA93,446 43,470 49,976 115 %
(1) Please refer to the individual reportable segments below for discussions on net losses from equity method investments.

The following details our consolidated results for the three months ended March 31, 2022 and 2021:

Unrealized gain on oil and gas derivative instruments: The unrealized gain on our oil and gas derivative instruments increased by $157.5 million to a gain of $168.1 million for the three months ended March 31, 2022, compared to a gain of $10.6 million. This increase was primarily due to:

Unrealized gain on the oil derivative instrument: Reflects the mark-to-market movements related to the changes in the fair value of the Hilli oil derivative instrument which is determined using the estimated discounted cash flows of the additional payments due to us as a result of Brent oil prices moving above a contractual oil price floor over the remaining term of the Liquefaction Tolling Agreement (“LTA"). The unrealized gain on Hilli oil derivative instrument increased by $159.0 million to a gain of $169.6 million for the three months ended March 31, 2022, compared to a gain of $10.6 million for the same period in 2021, due to improvements in the future Brent oil price curves over the LTA's remaining contractual term.

Unrealized gain on the gas derivative instrument: Reflects the mark-to-market movements related to the changes in the fair value of the Hilli gas derivative instrument which is determined using the estimated discounted future cash flows of the additional payments due to us as a result of the Dutch Title Transfer Facility (“TTF”) gas prices and forecast Euro/USD exchange rates over the remainder of 2022, the term of the increased capacity option that was exercised pursuant to an amendment to the LTA in July 2021. The unrealized gain on the Hilli gas derivative asset resulted in a gain of $24.1 million for the three months ended March 31, 2022. There was no comparable gain recognized for the same period in 2021.

Unrealized mark-to-market adjustment for commodity swap derivatives: As of March 31, 2022, we were party to commodity swaps to manage our exposure to the gas derivative instrument which resulted in an unrealized loss of $25.7 million for the three months ended March 31, 2022. There was no comparable loss recognized for the same period in 2021.

Other non-operating income: Other non-operating income of $350.2 million for the three months ended March 31, 2022 comprised the following:

$344.0 million unrealized mark-to-market gain on our 18.6 million shares of NFE common stock (“NFE Shares”), received in April 2021 as consideration for the disposal of our former equity method investment in Hygo;
5




$4.3 million decrease in the liability recognized in relation to the settlement of legacy UK tax leases with the HMRC; and
$1.9 million of dividend receipts from NFE in relation to our NFE Shares.
There was no comparable income recognized for the same period in 2021.

Interest expense: Interest expense decreased by $1.5 million to $7.6 million for the three months ended March 31, 2022 compared to $9.1 million for the same period in 2021. This decrease was primarily due to:

$5.8 million decrease in interest expense relating to our $402.5 million aggregate principal amount of the 2.75% convertible senior unsecured notes (“2017 Convertible Bonds”), which were redeemed in full on February 15, 2022, compared to a full period of interest expense for the same period in 2021;
$1.3 million decrease in interest expense for the revolving credit facility following the repayment in November 2021; and
$0.7 million increase in capitalized interest expense on borrowing cost in relation to our qualifying investment in our asset under development, the Gimi.

This decrease in interest expense was partially offset by:
$5.2 million increase in interest expense relating to our $300.0 million senior unsecured bonds (“Norwegian Bonds”) closed in October 2021; and
$0.7 million increase in interest expense for the Golar Tundra facility of $182.0 million (of which $158.0 million was drawn down as of March 31, 2022) which was entered into in December 2021 following the repayment of the sale and leaseback arrangement with China Merchants Bank Co. Ltd in December 2021.

Gains on derivative instruments: Gains on derivative instruments increased by $8.2 million due to a gain of $31.5 million for the three months ended March 31, 2022 compared to a gain of $23.4 million for the same period in 2021. The movement was primarily due to:

Mark-to-market adjustment for interest rate swaps: As of March 31, 2022, we have an interest rate swap portfolio with a notional amount of $537.5 million compared to $447.5 million for the same period in 2021, none of which are designated as hedges for accounting purposes. Net unrealized gains on the interest rate swaps were $32.6 million for the three months ended March 31, 2022 compared to an unrealized gain of $22.5 million for the same period in 2021. The unrealized gains were due to the increase in the long-term swap rates and by an increase in the notional value of our swap portfolio, partially offset by fair value adjustments reflecting our creditworthiness and that of our counterparties for the three months ended March 31, 2022.

Realized (losses)/gains on interest rate swaps: Realized losses on our interest rate swaps increased by $1.6 million to a loss of $1.1 million for the three months ended March 31, 2022, compared to a gain of $0.5 million for the same period in 2021, due to higher LIBOR rates for the three months ended March 31, 2022.

Other financial items, net: Gains on other financial items, net increased by $0.7 million to a gain of $0.5 million for the three months ended March 31, 2022, compared to a loss of $0.2 million for the same period in 2021, mainly due to favorable foreign exchange movements.

Net (loss)/income from discontinued operations: Net loss from discontinued operations for the three months ended March 31, 2022 of $209.2 million resulted from the disposal to Cool Co. The disposal to Cool Co resulted in the recognition of $218.3 million impairment charge relating to the eight LNG carriers classified as held for sale in January 2022 and $7.6 million loss on disposal of the four LNG carriers to Cool Co in March 2022. See note 11, “Assets and Liabilities Held-for-Sale and Discontinued Operations” of our unaudited condensed financial statements attached herein, for further details of the disposal.

The net income of $11.5 million for the three months ended March 31, 2021 comprises:

$19.2 million of net income from the subsidiaries disposed to Cool Co;
$6.6 million share of net earnings of Golar Partners;
a partial offset of $12.8 million share of net losses of Hygo; and
$1.6 million of non-recurring fees incurred in relation to the disposal of Hygo and Golar Partners.
6





The following details the operating results and Adjusted EBITDA for our reportable segments for the periods ended March 31, 2022 and 2021:

Three months ended March 31,
20222021
(in thousands of $)ShippingFLNGCorporate and otherTotalShippingFLNGCorporate and otherTotal
Total operating revenues9,985 62,894 6,809 79,688 14,495 54,397 8,564 77,456 
Vessel operating expenses(3,488)(14,181)(1,789)(19,458)(4,077)(12,300)(2,499)(18,876)
Voyage, charterhire and commission expenses(2,241)(150)(24)(2,415)(6,341)(150)(16)(6,507)
Administrative expenses(2)(42)(9,994)(10,038)(34)(143)(8,362)(8,539)
Project development expenses— (1,540)638 (902)— — (64)(64)
Realized gains on oil and gas derivative instruments (note 7)— 42,631 — 42,631 — — — — 
Other operating income
— 3,940 — 3,940 — — — — 
Adjusted EBITDA4,254 93,552 (4,360)93,446 4,043 41,804 (2,377)43,470 

Shipping segment
Three months ended March 31,
(in thousands of $, except average daily TCE) (1)
20222021Change% Change
Total operating revenues9,985 14,495 (4,510)(31 %)
Vessel operating expenses(3,488)(4,077)589 (14 %)
Voyage, charterhire and commission expenses(2,241)(6,341)4,100 (65 %)
Administrative expenses(2)(34)32 (94 %)
Adjusted EBITDA4,254 4,043 211 %
Other Financial Data:
Average daily TCE (1) (to the closest $100)
44,300 45,300 (1,000)(2)%
(1) Average Time Charter Equivalent (“TCE”), is a non-GAAP financial measure. See the section of this report entitled “Non-GAAP Measure” for a discussion on TCE.

Total operating revenues: Total operating revenues decreased by $4.5 million to $10.0 million for the three months ended March 31, 2022 compared to $14.5 million for the same period in 2021. This was principally due to lower daily charterhire rates earned by our vessels and a decrease in our fleet's utilization rate to 97% with 5 offhire days for the three months ended March 31, 2022, compared to 100% utilization rate for the same period in 2021.

Average daily TCE: Average daily TCE was $44,300 for the three months ended March 31, 2022, which is comparable with the same period in 2021, over which period average daily TCE was $45,300.

Vessel operating expenses: Vessel operating expenses decreased by $0.6 million to $3.5 million for the three months ended March 31, 2022, compared to $4.1 million for the same period in 2021, primarily due to the repair of Golar Tundra's main engine of $0.4 million for the three months ended March 31, 2021. There was no comparable cost in 2022.

Voyage, charterhire and commission expenses: Voyage, charterhire and commission expenses comprised of charterhire expenses, fuel costs associated with commercial waiting time, vessel positioning costs and net Cool Pool expenses. While a vessel is on-hire, fuel costs are typically paid by the charterer, whereas during periods of commercial waiting time, fuel costs are paid by us. The decrease of $4.1 million in voyage, charterhire and commission expenses to $2.2 million for the three months ended March 31, 2022 compared to $6.3 million for the same period in 2021, was mainly due to a decrease of $4.5
7




million of the net results of our participating vessels in the pool, shared with other participants in the Cool Pool for the three months ended March 31, 2022 compared to the same period in 2021.

FLNG segment
Three months ended March 31,
(in thousands of $)20222021Change% Change
Total operating revenues62,894 54,397 8,497 16 %
Vessel operating expenses(14,181)(12,300)(1,881)15 %
Voyage, charter-hire and commission expenses(150)(150)— — %
Administrative expenses(42)(143)101 (71 %)
Project development expenses(1,540)— (1,540)100 %
Realized gains on oil and gas derivative instruments, net42,631 — 42,631 100 %
Other operating income
3,940 — 3,940 100 %
Adjusted EBITDA93,552 41,804 51,748 124 %

Total operating revenues: Total operating revenues increased by $8.5 million to $62.9 million for the three months ended March 31, 2022, compared to $54.4 million the same period in 2021, primarily due to:

$7.0 million of quarterly amortization of the deferred day 1 gain established when the gas derivative was initially recognized in July 2021. There was no comparable revenue recognized for the same period in 2021; and

$1.3 million in relation to increased contracted capacity of 200,000 tons of LNG in 2022 compared to 1.2 million tons base capacity for the three months ended March 31, 2022, as a result of the increased capacity option that was exercised pursuant to an amendment to the LTA in July 2021. There was no comparable revenue recognized for the same period in 2021.

Vessel operating expenses: Vessel operating expenses increased by $1.9 million for the three months ended March 31, 2022, compared to the same period in 2021, mainly due to:

$1.1 million increase in crew taxes for the three months ended March 31, 2022 given the March 31, 2021 costs were suppressed by the reversal of crew taxes accruals following the finalization of local tax return; and

$0.7 million increase in repair costs due to planned maintenance works for the three months ended March 31, 2022.

Project development expenses: Project development expenses comprised of non-capitalized project-related expenses such as legal, professional and consultancy costs. The expenses for the three months ended March 31, 2022 relates to the FLNG front-end engineering design study for Mark III and other projects in the early exploratory stages. There was no comparable costs for the same period in 2021.

Realized gains on oil and gas derivative instruments, net: Realized gains on the oil and gas derivative instruments increased by $42.6 million for the three months ended March 31, 2022, compared to the same period in 2021, primarily due to:

$26.3 million realized gains on the gas derivative instrument were based on the movement of forecast TTF gas prices and Euro/USD foreign exchange movements over the remainder of 2022, the period of the increased capacity option that was exercised pursuant to an amendment to the LTA in July 2021. There were no comparable gains for the same period in 2021;

$17.5 million realized gains on the oil derivative instrument was based on a three-month look-back at the average Brent crude oil prices above the base tolling fee under the LTA, the increase is due to an increase in the Brent crude oil prices. There were no comparable gains for the same period in 2021 as the Brent crude oil prices were below the base tolling fee; and

a partial offset of $1.1 million realized losses on the commodity swap which was used to manage our exposure to the fluctuation of the TTF gas prices. There was no comparable loss for the same period in 2021.

8




Other operating income: Other operating income increased by $3.9 million for the three months ended March 31, 2022, mainly due to $3.6 million accrued revenue in relation to overproduction of the contracted liquefaction tonnage of 1.4 million tons for the year under the LTA. The accrued overproduction revenue is linked to the TTF gas prices and the Euro/USD foreign exchange movements. There was no comparable income for the same period in 2021.

Corporate and other segment
Three months ended March 31,
(in thousands of $)20222021Change% Change
Total operating revenues6,809 8,564 (1,755)(20 %)
Vessel operating expenses(1,789)(2,499)710 (28 %)
Voyage, charterhire and commission expenses(24)(16)(8)100 %
Administrative expenses(9,994)(8,362)(1,632)20 %
Project development income/(expenses)638 (64)702 (1,097 %)
Adjusted EBITDA(4,360)(2,377)(1,983)83 %

Total operating revenues: Total operating revenues decreased by $1.8 million to $6.8 million for the three months ended March 31, 2022 compared to $8.6 million for the same period in 2021. This was principally due to a:

$2.3 million decrease in vessel management fees as a result of lower administrative service fees charged to our former equity method affiliates Golar Partners and Hygo; and

partial offset by $0.7 million as a result of increased management fees for transitional and corporate administrative services and ship management fees charged to our affiliate, Cool Co. There was no comparable revenue for the same period in 2021.

Vessel operating expenses: Vessel operating expenses decreased by $0.7 million to $1.8 million for the three months ended March 31, 2022 compared to $2.5 million for the same period in 2021, primarily due to a $0.6 million decrease in costs associated with the Operation and Maintenance Agreement that we entered into with LNG Hrvastska d.o.o. (“O&M Agreement”) related to the FSRU LNG Croatia.

Administrative expenses: Administrative expenses increased by $1.6 million to $10.0 million for the three months ended March 31, 2022 compared to $8.4 million for the same period in 2021, mainly due to an increase in travel expenses and corporate cost following the easing of COVID-19 travel restrictions in 2022.


Liquidity and Capital Resources

Our short-term liquidity requirements are primarily for the servicing of our debt, working capital, potential investments in affiliates and conversion project related commitments due within the next 12 months.

As of March 31, 2022, we had cash and cash equivalents (including restricted cash and short-term deposits) of $344.9 million, of which $135.9 million is restricted cash. Included within restricted cash is $60.7 million in respect of the issuance of the Letter of Credit by a financial institution to our project partner involved in the Hilli project, $46.0 million in relation to liability for UK tax leases (which was subsequently released and applied as part payment to the UK HMRC tax lease liability in April 2022), $11.3 million in respect of the O&M Agreement with LNG Hrvatska d.o.o., with the balance mainly relating to the cash belonging to lessor variable interest entities (“VIEs”) that we are required to consolidate under U.S. GAAP. Refer to note 13 “Restricted Cash and Short-term Deposits” of our unaudited consolidated interim financial statements included herein for additional details.







9




Since March 31, 2022, transactions impacting our cash flows include:

Receipts of:
$253.0 million of net proceeds from the sale of 6.2 million NFE Shares in April 2022;
$193.1 million of net proceeds from the sale of the Golar Tundra in May 2022;
$50.0 million drawdown from the Gimi facility in April 2022;
$27.7 million of cash proceeds as part purchase consideration in relation to the closing of the Cool Co Vessel SPA during April 2022;
$12.8 million of returned collateral payments in relation to our TTF margin exposure under our commodity swap arrangements; and
$9.5 million proceeds from First FLNG Holdings' subscription of equity interest in Gimi MS Corporation ("Gimi MS").

Payments of:
$131.0 million repayment of the Corporate RCF in May 2022;
$65.1 million payment to HMRC in April 2022 for the final settlement of our liability in relation to past UK tax leases, of which $46.0 million was from our restricted cash, and $1.6 million related to fees;
$16.8 million of scheduled loan and interest repayments;
$78.7 million of additions to the asset under development, the Gimi;
$4.2 million of scheduled payments in relation to settlement of our commodity swap arrangements; and
our $2.4 million investment in Aqualung.
Borrowing activities

During the three months ended March 31, 2022, we:

drew down $131.0 million from the $200.0 million available under the Corporate RCF. As discussed above, the outstanding amount at March 31, 2022 was subsequently repaid in May 2022. The Corporate RCF remains available for future drawdowns until November 2024; and
entered into a $250.0 million 7-year bilateral corporate facility in February 2022. The facility was undrawn at March 31, 2022 and remains available until June 30, 2022.

Security, Debt and Lease Restrictions
Certain of our financing agreements are collateralized by vessel mortgages and, in the case of some debt, pledges of shares by each guarantor subsidiary. The existing financing agreements impose operating and financing restrictions which may significantly limit or prohibit, among other things, our ability to incur additional indebtedness, create liens, sell capital shares of subsidiaries, make certain investments, engage in mergers and acquisitions, purchase and sell vessels, enter into time or consecutive voyage charters or pay dividends without the consent of the relevant lenders. In addition, lenders may accelerate the maturity of indebtedness under existing financing agreements and foreclose upon the collateral securing the indebtedness upon the occurrence of certain events of default, including a failure to comply with any of these existing covenants contained in the financing agreements. Many of our debt agreements contain certain covenants which require compliance with certain financial ratios. Such ratios include maintaining a positive working capital ratio, a tangible net worth covenant and minimum free cash restrictions. With regards to cash restrictions, we have agreed to retain at least $50.0 million of cash and cash equivalents on a consolidated group basis at each balance sheet date. In addition, as of March 31, 2022, there are cross default provisions in certain of our and Hygo's loan and lease agreements.

10




Cash Flow
Three months ended March 31,
(in thousands of $)20222021Change% Change
Net cash provided by continuing operating activities57,917 9,284 48,633 524 %
Net cash (used in)/provided by discontinued operating activities(18,375)36,819 (55,194)(150 %)
Net cash used in continuing investing activities(75,607)(46,250)(29,357)63 %
Net cash provided by discontinued investing activities183,858 456 183,402 40220 %
Net cash (used in)/provided by continuing financing activities(162,556)15,794 (178,350)(1129 %)
Net cash used in discontinued financing activities— (8,081)8,081 (100 %)
Net increase in cash within assets held for sale18,787 658 18,129 2755 %
Net increase in cash, cash equivalents, restricted cash and cash within assets held for sale4,024 8,680 (4,656)(54 %)
Cash, cash equivalents and restricted cash at beginning of period340,900 232,928 107,972 46 %
Cash, cash equivalents and restricted cash at end of period344,924 241,608 103,316 43 %

Operating activities

Net cash provided by continuing operating activities increased by $48.6 million to $57.9 million for the three months ended March 31, 2022, compared to $9.3 million for the same period in 2021, mainly due to:
a $1.6 million drydocking expenditure paid for the three months ended March 31, 2021 due to scheduled drydocks. No comparable expenditure incurred for the same period in 2022; and
an increase in revenue from continuing operations and on-going cost saving measures resulting from improvement in the general timing of working capital for the three months ended March 31, 2022, compared to the same period in 2021.

Net cash used by discontinued operating activities increased by $55.2 million to $18.4 million for the three months ended March 31, 2022 compared to $36.8 million net cash provided by discontinued operating activities for the same period in 2021 due to general timing of working capital during the period, compared to the same period in 2021.

Investing activities

Net cash used in continuing investing activities of $75.6 million for the three months ended March 31, 2022 is comprised of:
$79.8 million of additions to assets under development relating to payments made in respect of the conversion of the Gimi;
a partial offset of the $1.8 million proceeds from Keppel's 30% subscription of additional equity interest in Gimi MS; and
the receipt of $2.4 million of dividends from our holdings in NFE for the three months ended March 31, 2022. There were no comparable receipts in the same period in 2021.

Net cash used in continuing investing activities of $46.3 million for the three months ended March 31, 2021 is comprised of:
$41.7 million of additions to assets under development relating to payments made in respect of the conversion of the Gimi;
a $6.3 million additional equity contribution to our equity method investment in Avenir; and
a partial offset of the $2.7 million proceeds from Keppel's 30% subscription of additional equity interest in Gimi MS.

11




Net cash provided by discontinued investing activities of $183.9 million for the three months ended March 31, 2022 relates to net proceeds from disposals of our four LNG carriers namely the Golar Crystal, the Golar Frost, the Golar Seal and the Golar Bear, to Cool Co.

Net cash provided by discontinued investing activities of $0.5 million for the three months ended March 31, 2021 relates to the $0.5 million dividends received from Golar Partners.

Financing activities

Net cash used in continuing financing activities was $162.6 million for the three months ended March 31, 2022 and arose principally due to:
$315.6 million redemption of the outstanding face value of the 2017 Convertible Bonds;
$30.8 million of scheduled debt repayments which includes $24.8 million of repayments made by our continuing lessor VIE;
$11.3 million dividend payment in relation to Golar Hilli LLC (“Hilli LLC”);
$6.6 million payment to repurchase our own shares under our share repurchase program; and
$4.2 million financing costs paid predominantly in relation to the Gimi facility and the $250 million corporate bilateral facility with Sequoia Investment Management secured by our shareholdings in FLNG Hilli and Gimi.

This was partially offset by debt proceeds of:
$131.0 million draw down from our Corporate RCF; and
$75.0 million seventh draw down from the $700 million Gimi facility.

Net cash provided by continuing financing activities was $15.8 million for the three months ended March 31, 2021 and arose primarily from:
$45.0 million of proceeds from the fifth draw down from the $700 million Gimi facility; and
$1.5 million borrowings made by our lessor VIE's.

This was partially offset by:
$20.7 million of scheduled debt repayments which includes $18.9 million of repayments made by our continuing lessor VIEs;
a $7.8 million dividend payment in relation to Hilli LLC; and
$2.2 million financing cost paid predominately in relation to the Gimi facility.

Net cash used in discontinued financing activities was $8.1 million for the three months ended March 31, 2021 and arose primarily due to:
$17.6 million of debt repayments made by our lessor VIE's; and
partially offset by the $9.9 million in relation to borrowings made by our lessor VIE's.

12




Non-GAAP Measures

Average Daily Time Charter Equivalent
Non-GAAP measureClosest equivalent US GAAP measureAdjustments to reconcile to primary financial statements prepared under US GAAPRationale for adjustments
Performance measures
Average daily TCETotal Operating revenues-Liquefaction services revenue

-Vessel and other management fees

-Voyage and commission expenses

The above total is then divided by calendar days less scheduled off-hire days.
Measure of the average daily net revenue performance of a vessel.

Standard shipping industry performance measure used primarily to compare period-to-period changes in the vessel’s net revenue performance despite changes in the mix of charter types (i.e. spot charters, time charters and bareboat charters) under which the vessel may be employed between the periods.

Assists management in making decisions regarding the deployment and utilization of its fleet and in evaluating financial performance.
Three months ended March 31,
(in thousands of $ except number of days and average daily TCE)20222021
Total operating revenues79,688 77,456 
Less: Liquefaction service revenue(62,894)(54,397)
Less: Vessel and other management fees(6,809)(8,564)
Time and voyage charter revenues9,985 14,495 
Voyage and commission expenses (Shipping segment)(2,241)(6,341)
7,744 8,154 
Calendar days less scheduled off-hire days (1)
175 180 
Average daily TCE (to the closest $100)44,300 45,300 
(1) Calendar days less scheduled offhire days for our fleet is the total number of days in a given period that our vessels were in our possession less the total number of days off-hire. We define days off-hire as days lost to, among other things, operational deficiencies, drydocking for repairs, maintenance or inspection, scheduled lay-up, vessel conversions, equipment breakdowns, special surveys and vessel upgrades, delays due to accidents, crewing strikes, certain vessel detentions or similar problems, or our failure to maintain the vessel in compliance with its specifications and contractual standards or to provide the required crew, or periods of commercial waiting time during which we do not earn charter revenue.
13




GOLAR LNG LIMITED
INDEX TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                                     PAGE


Unaudited Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021
Unaudited Consolidated Statements of Comprehensive Income/(Loss) for the three months ended March 31, 2022 and 2021
Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021
Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021
Unaudited Consolidated Statements of Changes in Equity for the three months ended March 31, 2022 and 2021
Condensed Notes to the Unaudited Consolidated Financial Statements


    

        













GOLAR LNG LIMITED
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands of $, except per share data)Three months ended March 31,
Notes20222021
Time and voyage charter revenues 109,985 14,495 
Liquefaction services revenue562,894 54,397 
Vessel and other management fees5, 11, 216,809 8,564 
Total operating revenues4, 2179,688 77,456 
 
Vessel operating expenses4(19,458)(18,876)
Voyage, charterhire and commission expenses 4, 21(2,415)(6,507)
Administrative expenses4(10,038)(8,539)
Project development expenses4(902)(64)
Depreciation and amortization(15,536)(15,646)
Total operating expenses(48,349)(49,632)
Realized and unrealized gain on oil and gas derivative instruments4, 7210,690 10,600 
Other operating income
43,940 — 
Total other operating income214,630 10,600 
Operating income245,969 38,424 
Other non-operating income
8350,185  
Interest income33 31 
Interest expense(7,577)(9,089)
Gains on derivative instruments, net931,536 23,351 
Other financial items, net9, 21527 (203)
Net financial income24,519 14,090 
 
Income before taxes and net losses from equity method investments620,673 52,514 
Income taxes(375)(182)
Net losses from equity method investments16(1,056)(682)
Net income from continuing operations619,242 51,650 
Net (loss)/income from discontinued operations
11(209,228)11,454 
Net income410,014 63,104 
Net income attributable to non-controlling interests - continuing operations(56,347)(28,864)
Net income attributable to non-controlling interests - discontinued operations11(8,485)(8,876)
Total net income attributable to non-controlling interests (64,832)(37,740)
Net income attributable to stockholders of Golar LNG Limited345,182 25,364 
Basic earnings per share from continuing operations ($)65.20 0.19 
Dilutive earnings per share from continuing operations ($)65.19 0.19 
Basic and dilutive (loss)/earnings per share from discontinued operations ($)6(2.01)0.04 
The accompanying notes are an integral part of these unaudited consolidated financial statements.






GOLAR LNG LIMITED
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands of $)Three months ended March 31,
Notes20222021
 
Net income410,014 63,104 
 
Other comprehensive income/(loss):
Gain associated with pensions, net of tax44 56 
Share of affiliate's comprehensive losses from discontinued operations (1)
— (2,798)
Net other comprehensive income/(loss)44 (2,742)
Comprehensive income410,058 60,362 
Comprehensive income attributable to:
 
Stockholders of Golar LNG Limited345,226 22,622 
Non-controlling interests - continuing operations56,347 28,864 
Non-controlling interests - discontinued operations 8,485 8,876 
Comprehensive income410,058 60,362 
(1) No tax impact for the three months ended March 31, 2022 and 2021.
The accompanying notes are an integral part of these unaudited consolidated financial statements.






GOLAR LNG LIMITED
UNAUDITED CONSOLIDATED BALANCE SHEETS
20222021
(in thousands of $)NotesMarch 31,December 31
ASSETS
Current assets
Cash and cash equivalents209,054 234,816 
Restricted cash and short-term deposits
1363,819 34,026 
Trade accounts receivable38,630 28,982 
Inventories1,081 536 
Other current assets14924,294 544,525 
Current assets held for sale 11644,110 79,228 
Amounts due from related parties213,408 3,484 
Total current assets1,884,396 925,597 
Non-current assets
Restricted cash1372,051 72,048 
Equity method investments
16113,709 52,215 
Asset under development15960,253 877,838 
Vessels and equipment, net1,478,590 1,493,842 
Non-current assets held for sale11— 1,386,003 
Other non-current assets17322,828 140,752 
Total assets4,831,827 4,948,295 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current portion of long-term debt and short-term debt18(516,982)(713,081)
Current liabilities held for sale11(383,727)(415,790)
Trade accounts payable(7,394)(5,135)
Accrued expenses(34,349)(33,802)
Other current liabilities19(135,665)(139,415)
Amounts due to related parties21(2,389)— 
Total current liabilities(1,080,506)(1,307,223)
Non-current liabilities
Long-term debt18(1,124,649)(1,065,897)
Non-current liabilities held for sale11— (305,075)
Other non-current liabilities(86,038)(92,183)
Total liabilities(2,291,193)(2,770,378)
Stockholders' equity
Stockholders' equity(2,068,544)(1,730,650)
Non-controlling interests(472,090)(447,267)
Total liabilities and stockholders' equity(4,831,827)(4,948,295)
The accompanying notes are an integral part of these unaudited consolidated financial statements.






GOLAR LNG LIMITED

UNAUDITED CONSOLIDATED STATEMENTS OF CASHFLOWS
 Three months ended March 31,
(in thousands of $)Notes20222021
OPERATING ACTIVITIES
Net income410,014 63,104 
Add: Net loss/(income) from discontinued operations209,228 (13,039)
Net income from continuing operations619,242 50,065 
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:
Depreciation and amortization15,536 15,646 
Amortization of deferred charges and debt guarantees, net 395 325 
Net loss from equity method investments161,056 682 
Drydocking expenditure— (1,591)
Compensation cost related to employee stock awards755 615 
Net foreign exchange (gains)/losses(420)691 
Change in fair value of investment in listed equity securities8(344,049)— 
Change in fair value of derivative instruments9(32,600)(22,543)
Change in fair value of oil and gas derivative instruments7(177,527)(12,995)
Changes in assets and liabilities:
Trade accounts receivable(9,155)(1,190)
Inventories(545)154 
Other current and non-current assets(10,172)931 
Amounts due from/to related companies 76 (9,734)
Trade accounts payable1,224 (1,336)
Accrued expenses(137)(9,051)
Other current and non-current liabilities(5,762)(1,385)
Net cash provided by continuing operating activities57,917 9,284 
Net (loss)/income from discontinued operations11(209,228)13,039 
Deconsolidation of lessor VIE(22,200)— 
Depreciation and amortization5,719 10,860 
Amortization of deferred charges1,587 302 
Net income from equity method investments11— 6,192 
Loss on disposal and impairment of long-lived assets11226,048 — 
Compensation cost related to employee stock awards164 252 
Net foreign exchange losses339 96 
Changes in assets and liabilities:
Trade accounts receivable(2,197)949 
Inventories— 231 
Other current and non-current assets743 (355)
Amounts due from related companies2,389 — 
Trade accounts payable(4,524)(218)
Accrued expenses(3,326)300 
Other current and non-current liabilities(13,889)5,171 
Net cash (used in)/provided by discontinued operating activities(18,375)36,819 





 Three months ended March 31,
(in thousands of $)Notes20222021
INVESTING ACTIVITIES
Additions to vessels and equipment— (921)
Additions to assets under development(79,829)(41,748)
Additions to equity method investments16— (6,250)
Proceeds from subscription of equity interest in Gimi MS121,800 2,669 
Dividends received from listed equity securities2,422 — 
Net cash used in continuing investing activities(75,607)(46,250)
Dividends received— 460 
Additions to vessels and equipment— (4)
Net proceeds from disposals of long-lived assets11183,858 — 
Net cash provided by discontinued investing activities183,858 456 
FINANCING ACTIVITIES
Proceeds from short-term and long-term debt 206,000 46,513 
Repayments of short-term and long-term debt(346,430)(20,729)
Cash dividends paid(11,332)(7,827)
Financing costs paid(4,229)(2,163)
Purchase of treasury shares(6,565)— 
Net cash (used in)/provided by continuing financing activities(162,556)15,794 
Proceeds from short-term and long-term debt— 9,850 
Repayments of short-term and long-term debt— (17,581)
Financing costs paid— (350)
Net cash used in discontinued financing activities (8,081)
Cash, cash equivalents and restricted cash within assets held for sale at the beginning of period1177,892 57,944 
Cash, cash equivalents and restricted cash within assets held for sale at end of period11(59,105)(57,286)
Net increase in cash within assets held for sale18,787 658 
Net increase in cash, cash equivalents, restricted cash and cash within assets held for sale4,024 8,680 
Cash, cash equivalents and restricted cash at beginning of period340,900 232,928 
Cash, cash equivalents and restricted cash at end of period 344,924 241,608 

Supplemental note to the consolidated statements of cash flows
The following table identifies the balance sheet line-items included in cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows:
(in thousands of $)March 31, 2022December 31, 2021March 31, 2021December 31, 2020
Cash and cash equivalents209,054 234,816 122,887 93,368 
Restricted cash and short-term deposits63,819 34,026 46,672 77,540 
Restricted cash (non-current portion)72,051 72,048 72,049 62,020 
344,924 340,890 241,608 232,928 
The accompanying notes are an integral part of these unaudited consolidated financial statements.





GOLAR LNG LIMITED
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in thousands of $)Share CapitalAdditional Paid-in Capital
Contributed Surplus (1)
Accumulated Other Comprehensive Loss (2)
Accumulated LossesTotal before Non- Controlling InterestNon-Controlling InterestTotal Equity
Balance at December 31, 2020
(audited)
109,944 1,969,602 200,000 (56,073)(930,950)1,292,523 338,124 1,630,647 
Net income— — — — 25,364 25,364 37,740 63,104 
Dividends— — — — —  (11,827)(11,827)
Employee stock compensation— 1,003 — — — 1,003 — 1,003 
Forfeiture of employee stock compensation— (135)— — — (135)— (135)
Restricted stock units196 (196)— — —   
Proceeds from subscription of equity interest in Gimi MS Corporation (note 12)— — — — —  2,669 2,669 
Other comprehensive loss— — — (2,742)— (2,742)— (2,742)
Balance at March 31, 2021
(audited)
110,140 1,970,274 200,000 (58,815)(905,586)1,316,013 366,706 1,682,719 
(in thousands of $)Share CapitalAdditional Paid-in Capital
Contributed Surplus (1)
Accumulated Other Comprehensive Loss (2)
Accumulated LossesTotal before Non- Controlling InterestsNon-Controlling InterestsTotal Equity
Balance at December 31, 2021
(audited)
108,223 1,972,859 200,000 (10,834)(539,598)1,730,650 447,267 2,177,917 
Opening adjustment (note 3)— (39,861)— — 38,175 (1,686)— (1,686)
Adjusted balance at January 1, 2022108,223 1,932,998 200,000 (10,834)(501,423)1,728,964 447,267 2,176,231 
Net income— — — — 345,182 345,182 64,832 410,014 
Dividends— — — — —  (11,332)(11,332)
Employee stock compensation— 1,028 — — — 1,028 — 1,028 
Forfeiture of employee stock compensation— (109)— — — (109)— (109)
Restricted stock units134 (134)— — —   
Repurchase and cancellation of treasury shares(369)— — — (6,196)(6,565)(6,565)
Proceeds from subscription of equity interest in Gimi MS Corporation (note 12)— — — — —  1,800 1,800 
Deconsolidation of lessor VIEs— — — — —  (30,477)(30,477)
Other comprehensive loss— — — 44 — 44 — 44 
Balance at March 31, 2022107,988 1,933,783 200,000 (10,790)(162,437)2,068,544 472,090 2,540,634 
(1) Contributed Surplus is 'capital' that can be returned to shareholders without the need to reduce share capital, thereby giving us greater flexibility when it comes to declaring dividends.
(2) As of March 31, 2022, and 2021, our other comprehensive loss consisted of a gain of $0.1 million and $0.1 million of pension and post-retirement benefit plan adjustments and $nil loss and $2.8 million loss of our share of affiliates comprehensive loss from discontinued operations, respectively.

The accompanying notes are an integral part of these unaudited consolidated financial statements.






GOLAR LNG LIMITED
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


1.    GENERAL

Golar LNG Limited (the “Company”, “Golar”) was incorporated in Hamilton, Bermuda on May 10, 2001 for the purpose of acquiring the liquefied natural gas (“LNG") shipping interests of Osprey Maritime Limited, which was owned by World Shipholding Limited.

We design, build, own, and operate marine infrastructure for the liquefaction and regasification of LNG. As of March 31, 2022, our fleet was comprised of one LNG carrier, one Floating Storage Regasification Unit (“FSRU”) and three Floating Liquefaction Natural Gas vessels (“FLNGs”) (including one vessel under conversion to a FLNG and one vessel earmarked for conversion to a FLNG). We also operate vessels on behalf of third parties under management agreements.

We are listed on the Nasdaq under the ticker: “GLNG”.

As used herein and unless otherwise required by the context, the terms “Golar”, the “Company”, “we”, “our” and words of similar import refer to Golar or any one or more of its consolidated subsidiaries, or to all such entities.

2.    ACCOUNTING POLICIES

Basis of accounting

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The consolidated financial statements do not include all of the disclosures required under U.S. GAAP in the annual consolidated financial statements, and should be read in conjunction with our audited annual financial statements for the year ended December 31, 2021, which are included in our annual report on Form 20-F for the fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission on April 28,2022 (the “2021 Annual Report”).

As further discussed in note 11, “Assets and Liabilities Held-for-Sale and Discontinued Operations”, on January 26, 2022, we entered into various agreements to sell substantially all of our fleet of LNG carriers and the management entities that are responsible for the commercial and technical vessel management of those LNG carriers to the Cool Company Ltd. (“Cool Co”), at that time one of our wholly owned subsidiaries (the “Cool Co Disposal”). The transaction meets the criteria to be classified as held-for-sale and to be reported as discontinued operations. The related assets, liabilities and operating results of the disposal group of the Cool Co Disposal are reported as discontinued operations for all periods presented.

Significant accounting policies

The accounting policies adopted in the preparation of the consolidated financial statements for the three months ended March 31, 2022 are consistent with those followed in the preparation of our audited consolidated financial statements for the year ended December 31, 2021, except for those disclosed in note 3 that did not have any material impact on the interim information for the three months ended March 31, 2022.

Use of estimates

The preparation of financial statements in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) requires that management make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of material contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

In assessing the recoverability of our vessels’ carrying amounts, we make assumptions regarding estimated future cash flows, estimates in respect of residual value, charter rates, ship operating expenses and drydocking requirements.

During the period ended March 31, 2022, as a result of the worldwide outbreak of the coronavirus (“COVID-19”) and its impact on our operations, we considered whether indicators of impairment existed that could indicate that the carrying amounts of the vessels may not be recoverable as of March 31, 2022 and concluded that no such events or changes in circumstances had occurred to warrant a change in the assumptions utilized in the December 31, 2021 impairment tests of our vessels. We will





continue to monitor developments in the markets in which we operate for indications that the carrying value of our vessels are not recoverable.

3.    RECENTLY ISSUED ACCOUNTING STANDARDS

Adoption of new accounting standards

In March 2020, the FASB issued ASU 2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and in January 2021 the FASB issued ASU 2021-01 Reference Rate Reform (Topic 848): Scope. These amendments provide temporary optional expedients and exception for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. We currently do not believe the use of optional expedients in ASU 2020-04 and ASU 2021-01 will have a significant impact on our consolidated financial statements, however we will continue to evaluate this until December 31, 2022.

In August 2020, the FASB issued ASU 2020-06 Debt – Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Topic 815). The amendments simplify the issuer’s accounting for convertible instruments and its application of the equity classification guidance. The new guidance eliminates some of the existing models for assessing convertible instruments, which results in more instruments being recognized as a single unit of account on the balance sheet and expands disclosure requirements. The new guidance simplifies the assessment of contracts in an entity’s own equity and existing EPS guidance in ASC 260. We adopted this with effect from January 1, 2022. We adjusted the additional paid in capital in our consolidated statement of changes in equity as presented in this interim set of unaudited financial statements for the three months ended March 31, 2022.

In May 2021, the FASB issued ASU 2021-04 Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging —Contracts in Entity’s Own Equity (Subtopic 815-40). We adopted this with effect from January 1, 2022. The adoption of ASU 2021-04 had no impact on our consolidated financial statements.

In July 2021, the FASB issued ASU 2021-05 Leases (Topic 842) – Lessors – Certain Leases with Variable Lease Payments. We adopted this with effect from January 1, 2022. The adoption of ASU 2021-05 has no impact on our consolidated financial statements.


Accounting pronouncement that has been issued but not yet adopted

The following table provides a brief description of the recent accounting standard that has been issued but not yet adopted:
StandardDescriptionDate of AdoptionEffect on our Consolidated Financial Statements or Other Significant Matters
ASU 2021-08 Business Combinations (Topic 805) - Accounting for contract assets and contract liabilities from contracts with customers
Requires contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606. Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree (rather than having such amounts recognized by the acquirer at fair value in acquisition accounting, as has been historical practice).
January 1, 2023
No impact expected as a result of the adoption of this ASU.

4.    SEGMENT INFORMATION

We provide and operate three distinct reportable segments as follows:

Shipping – This segment is based on the business activities of the transportation of LNG carriers. We operate and subsequently charter out LNG carriers on fixed terms to customers.





FLNG – This segment is based on the business activities of FLNG vessels or projects. We convert LNG carriers into FLNG vessels and subsequently charter them out to customers. We currently have one operational FLNG, the Hilli, one undergoing conversion, the Gimi (note 15), and one LNG carrier earmarked for conversion, the Gandria.
Corporate and other – This segment is based on the business activities of vessel management and administrative services and our corporate overhead costs.

A reconciliation of net income to Adjusted EBITDA is as follows:
Three months ended March 31,
(in thousands of $)20222021
Net income410,014 63,104 
Income taxes375 182 
Income before income taxes410,389 63,286 
Depreciation and amortization15,536 15,646 
Unrealized gain on oil and gas derivative instruments (note 7)(168,059)(10,600)
Other non-operating income (note 8)(350,185)— 
Interest income(33)(31)
Interest expense7,577 9,089 
Gains on derivative instruments, net (note 9)(31,536)(23,351)
Other financial items, net (note 9)(527)203 
Net losses from equity method investments (note 16)1,056 682 
Net loss/(income) from discontinued operations (note 11)209,228 (11,454)
Adjusted EBITDA93,446 43,470 

Three months ended March 31, 2022
(in thousands of $)ShippingFLNG
Corporate and other (1)
Total results from continuing operations
Statement of Operations:
Total operating revenues9,985 62,894 6,809 79,688 
Vessel operating expenses
(3,488)(14,181)(1,789)(19,458)
Voyage, charterhire and commission expenses
(2,241)(150)(24)(2,415)
Administrative expenses
(2)(42)(9,994)(10,038)
Project development (expenses)/income
— (1,540)638 (902)
Realized gain on oil and gas derivative instruments (note 7)— 42,631 — 42,631 
Other operating income— 3,940 — 3,940 
Adjusted EBITDA4,254 93,552 (4,360)93,446 
Balance Sheet:March 31, 2022
(in thousands of $)ShippingFLNG
Corporate and other (1)
Segment assets from continuing operationsAssets held for saleTotal assets
Total assets355,811 2,607,252 1,224,654 4,187,717 644,110 4,831,827 
Equity method investments (note 16)62,409 — 51,300 113,709 — 113,709 












Three months ended March 31, 2021
(in thousands of $)ShippingFLNG
Corporate and other (1)
Total results from continuing operations
Statement of Operations:
Total operating revenues14,495 54,397 8,564 77,456 
Vessel operating expenses
(4,077)(12,300)(2,499)(18,876)
Voyage, charterhire and commission expenses
(6,341)(150)(16)(6,507)
Administrative expenses
(34)(143)(8,362)(8,539)
Project development expenses
— — (64)(64)
Adjusted EBITDA4,043 41,804 (2,377)43,470 

Balance Sheet:March 31, 2021
(in thousands of $)ShippingFLNG
Corporate and other (1)
Segment assets from continuing operationsAssets held for saleTotal assets
Total assets361,223 2,314,342 807,499 3,483,064 1,465,231 4,948,295 
Equity method investments (note 16)— — 52,215 52,215 — 52,215 
(1) Includes inter-segment eliminations arising from vessel and administrative management fees revenue between segments.




5.    REVENUE

Contract assets arise when we render services in advance of receiving payment from our customers. Contract liabilities arise when the customer makes payments in advance of receiving the services. Changes in our contract balances during the period are as follows:

(in thousands of $)
Contract assets (1)
Contract liabilities (2)
Opening balance on January 1, 202221,778 (18,736)
Payments received for services provided in prior period(21,678)— 
Services provided and billed in current period59,358 — 
Payments received for services billed in current period(40,316)— 
Amortization of deferred commissioning period revenue— 1,016 
Closing balance on March 31, 2022
19,142 (17,720)
(1) Relates to management fee revenue and liquefaction services revenue, see a) and b) below.
(2) Relates to liquefaction services revenue, see b) below.

a) Management fee revenue:

By virtue of an agreement to offset intercompany balances entered into between us and our related parties, of our total contract asset balances above, $0.6 million was included in balance sheet line item “Amounts due to related parties” as of March 31, 2022 (note 21).

Refer to note 21 for further details of our management fee revenue and contract terms.











b) Liquefaction services revenue:
Three months ended March 31,
(in thousands of $)20222021
Base tolling fee (1)
51,125 51,125 
Amortization of deferred commissioning period revenue billing (2)
1,016 1,016 
Amortization of Day 1 gain (3) (4)
9,468 2,395 
Overproduction revenue (5)
174 — 
Incremental capacity tolling fee (6)
1,250 — 
Other(139)(139)
Total62,894 54,397 
(1) The Liquefaction Tolling Agreement (the “LTA”) bills at a base rate in periods when the oil price is $60 or less per barrel (included in “Liquefaction services revenue” in the consolidated statements of operations), and at an increased rate when the oil price is greater than $60 per barrel (recognized as a derivative and included in “Realized and unrealized gain/(loss) on oil and gas derivative instruments” in the consolidated statements of operations, excluded from revenue and from the transaction price).
(2) Customer billing during the commissioning period, prior to vessel acceptance and commencement of the contract term, of $33.8 million is considered an upfront payment for services. These amounts billed are deferred (included in “Other current liabilities” and “Other non-current liabilities” in the consolidated balance sheets) and recognized as part of “Liquefaction services revenue” in the consolidated statements of operations evenly over the contract term.

(3) Day 1 gain was established when the oil derivative asset was initially recognized in December 2017 for $79.6 million (recognized in “Other current liabilities” and “Other non-current liabilities” in the consolidated balance sheets). This amount is amortized and recognized as part of “Liquefaction services revenue” in the consolidated statements of operations evenly over the contract term.

(4) Day 1 gain was established when the gas derivative liability was initially recognized in July 2021 for $28.3 million (recognized in “Other current assets” in the consolidated balance sheets). This amount is amortized and recognized as part of “Liquefaction services revenue” in the consolidated statements of operations evenly over the contract term.
(5) Relates to the 3rd LTA addendum, wherein our customer agreed to compensate us for any production in excess of contracted based capacity.
(6) In July 2021, we signed an agreement with the customer to increase the utilization of Hilli (“the Hilli Extended Capacity Agreement”). Commencing in January 2022, the annual capacity utilization of Hilli increased by 200,000 tons of LNG, bringing total utilization in 2022 to 1.4 million tons (“2022 Incremental Capacity”). The tolling fee for the 2022 incremental capacity is linked to European gas prices at the Dutch Title Transfer Facility (“TTF”) and the Euro/USD foreign exchange movements (note 7).


6.    EARNING/(LOSS) PER SHARE

Basic earnings/(loss) per share (“EPS”)/(“LPS”) is calculated with reference to the weighted average number of common shares outstanding during the period.

The components of the numerator for the calculation of basic and diluted EPS/(LPS) are as follows:
(in thousands of $)Three months ended March 31,
20222021
Net income net of non-controlling interests - continuing operations - basic and diluted562,895 21,201 
Net (loss)/income net of non-controlling interests - discontinued operations - basic and diluted(217,713)4,163 

The components of the denominator for the calculation of basic and diluted EPS/(LPS) are as follows:





(in thousands of $)Three months ended March 31,
20222021
Basic:
Weighted average number of common shares outstanding108,244 109,978 
Dilutive:
Dilutive impact of share options and RSUs187 138 
Weighted average number of common shares outstanding108,431 110,116 

EPS/(LPS) per share are as follows:
Three months ended March 31,
20222021
Basic EPS from continuing operations$5.20 $0.19 
Diluted EPS from continuing operations$5.19 $0.19 
Basic and diluted (LPS)/EPS from discontinued operations$(2.01)$0.04 

The effects of stock awards have been included in the calculations of diluted EPS/(LPS) for the three months ended March 31, 2022 and 2021, respectively.


7.    REALIZED AND UNREALIZED GAIN/(LOSS) ON OIL AND GAS DERIVATIVE INSTRUMENTS

The realized and unrealized gain/(loss) on the oil and gas derivative instruments comprises the following:
Three months ended March 31,
20222021
Realized gain on Hilli gas derivative instrument
26,255 — 
Realized gain on Hilli oil derivative instrument
17,472 — 
Realized mark-to-market ("MTM") loss on commodity swap derivatives (note 20)(1,096)— 
Unrealized gain on Hilli oil derivative instrument (note 17)
169,635 10,600 
Unrealized gain on Hilli gas derivative instrument (note 14)
24,140 — 
Unrealized MTM adjustment for commodity swap derivatives (note 20)(25,716)— 
Realized and unrealized gain on oil and gas derivative instruments210,690 10,600 

The realized gain on oil and gas derivative instruments results from monthly billings above the Hilli base tolling fee under the LTA, whereas the unrealized gain/(loss) on oil and gas derivative instruments results from movements in forecast oil, natural gas and Euro/USD exchange rates.

8.    OTHER NON-OPERATING INCOME

Other non-operating income/(loss) comprise the following:
Three months ended March 31,
20222021
Unrealized MTM gain on our investment in listed equity securities (note 20)344,049  
UK tax lease settlement contingent liability (note 22)
4,273 — 
Dividend income from our investment in listed equity securities1,863 — 
Other non-operating income350,185 — 







9.     GAINS ON DERIVATIVE INSTRUMENTS AND OTHER FINANCIAL ITEMS, NET

Gains on derivative instruments comprise the following:
(in thousands of $)Three months ended March 31,
20222021
Unrealized MTM adjustment for interest rate swaps32,600 22,543 
Interest (expense)/income on undesignated interest rate swaps(1,064)569 
Foreign exchange gain on terminated undesignated foreign exchange swaps— 239 
Gains on derivative instruments, net31,536 23,351 

Other financial items, net comprise the following:
(in thousands of $)Three months ended March 31,
20222021
Amortization of debt guarantee534 701 
Foreign exchange gain/(loss) on operations421 (698)
Financing arrangement fees and other costs(336)(93)
Others(92)(113)
Other financial items, net527 (203)


10.OPERATING LEASES

Rental income

The components of operating lease income were as follows:
(in thousands of $)Three months ended March 31,
20222021
Operating lease income (1)
9,158 12,970 
Variable lease income (1)(2)
827 1,525 
Total operating lease income9,985 14,495 
(1) Total operating lease income is included in the income statement line-item “Time and voyage charter revenues”.
(2) “Variable lease income” is excluded from lease payments that comprise the minimum contractual future revenues from non-cancellable operating leases.

11.    ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS

Disposal of Cool Co and subsidiaries

On January 26, 2022, we and Cool Co, entered into a share purchase agreement (the "Vessel SPA), as amended on February 25, 2022, pursuant to which Cool Co will acquire all of the outstanding shares of nine of our wholly-owned subsidiaries. Eight of these entities, Golar Hull M2021 Corp., Golar Hull M2022 Corp., Golar Hull M2048 Corp., Golar Hull M2027 Corp., Golar LNG NB12 Corporation, Golar LNG NB10 Corporation, Golar Hull M2047 Corp. and Golar LNG NB11 Corporation are each the registered or disponent owner of the following modern LNG carriers: Golar Seal, Golar Crystal, Golar Ice, Golar Bear, Golar Frost, Golar Glacier, Golar Snow, and Golar Kelvin. The Cool Pool Limited is the entity responsible for the marketing of these LNG carriers. The purchase price agreed for each LNG carrier recognized as an asset in the respective subsidiaries was agreed at $145.0 million, subject to working capital and debt adjustments arising from the residual balances of each wholly owned subsidiary as of the respective completion date of each subsidiary disposal.

On January 26, 2022, we and Cool Co also entered into the Transitional Services Agreement (the “Cool Co TSA”), pursuant to which we will provide corporate administrative services to Cool Co for a fixed daily fee for a one year term; a loan agreement, pursuant to which we made a $25.0 million revolving credit facility available to Cool Co for a 24 month term for Cool Co to fund its working capital requirements; and an agreement in which we and Cool Co reached an agreement in principle, following the conclusion of an internal restructuring of our management organization, for Cool Co to acquire the management entities that are responsible for the commercial and technical vessel management of the LNG carriers acquired by Cool Co and the LNG





carriers and FSRU that Golar has been managing for third parties (the “Manco Agreement”).

On January 27, 2022, Cool Co raised $275.0 million of proceeds in exchange for shares in Cool Co in the Norwegian markets, following which EPS Ventures Ltd ("EPS") became the largest Cool Co shareholder with the acquisition of 15 million shares. In February 2022, the Cool Co shares commenced trading on the Euronext Growth Oslo with the ticker “COOL”. On February 17, 2022, Cool Co entered into a new term loan of up to $570.0 million, to refinance outstanding vessel debt acquired.

Each subsidiary disposal was closed with phased completion dates corresponding with the date that the respective subsidiary debt was either refinanced (for six of the subsidiaries disposed of) or assumed by Cool Co (for two of the subsidiaries disposed of, for which lender consent was obtained for the change of control of the existing lease financing arrangements) and customary conditions precedent were met. As of March 31, 2022, four of the nine subsidiaries were disposed of, with the remainder of the five subsidiaries disposed of by April 5, 2022, the date on which the Vessel SPA in its entirety was considered completed. Following completion of the Vessel SPA on April 5, 2022, we own a 31.3% interest in Cool Co, EPS owns 37.5% and the remaining 31.3% is held by the public. We agreed to remain as the guarantor of the payment obligations of two of the disposed subsidiaries' debt relating to LNG carriers, Golar Ice and Golar Kelvin, in exchange for a guarantee fee on the outstanding principal balances.

As of March 31, 2022, our internal reorganization being one of the conditions precedent for the completion of the disposal of the commercial and technical vessel management companies, remained in progress. We expect to conclude our internal reorganization (which covers our operations and employees in Norway, Croatia, Malaysia and London) and the subsequent disposal of the reorganized management companies in June 2022, the terms of which will be formally described in a separate agreement (the “Management SPA”). Until such time as the Management SPA is completed, we will continue to provide commercial and technical management to the LNG carriers to be disposed of under existing management agreements. The Cool Co TSA revises the annual management fees payable to us per vessel and allows Cool Co to terminate each of the management agreements with provision of 3 months' notice, subject to prior written consent of Cool Co’s lenders.

From March 2022, we accounted for our investment in Cool Co using the equity method. As of March 31, 2022, we had an 18.5% interest in Cool Co. The arrangements pursuant to the Vessel SPA (as amended), the Cool Co TSA, the Manco Agreement, and the Management SPA are collectively defined as the “Cool Co Disposal” and the disposal of the nine subsidiaries and the restructured management companies to Cool Co are considered a disposal group. The assets and liabilities of the disposal group are classified as held-for-sale and the disposal group also qualified as a discontinued operation during the three months ended March 31, 2022. The subsidiaries were de-recognized on the respective dates of each disposal with a corresponding recognition of a gain/loss on disposal.

The discontinued operations were previously included in two of our three segments, “Shipping” (containing the business activities of the LNG carriers and The Cool Pool Limited), and “Corporate and Other” (containing the commercial and technical management companies which will be disposed of following the completion of the internal restructuring of our management organization).

Our continuing involvement with the discontinued operations of the disposal group includes:
equity method investment in Cool Co;
corporate administrative services pursuant to the Cool Co TSA for the one year term, which expires in January 2023 (note 21);
financial guarantees mentioned above until the earlier of the repayment of the vessel debt by Cool Co or until release by the lessors;
$25.0 million revolving credit facility committed per the loan agreement to be made available until January 2024 (note 21); and
commercial and technical management services until the completion of the disposal of the various reorganized management entities pursuant to the Management SPA, expected to complete by June 2022 (note 21).

On completion of the Cool Co Disposal, we will enter into management agreements with the Cool Co, to provide certain ship management services to our remaining fleet of vessels.

The following table contains the line-items of the discontinued operation:

Three months ended March 31,
(in thousands of $)20222021
Time and voyage charter revenues36,542 48,372 
Vessel operating expenses(8,145)(11,824)





Three months ended March 31,
Voyage, charterhire and commission expenses(1,000)(976)
Administrative expenses719 160 
Project development expenses(9)(5)
Depreciation and amortization(5,719)(10,860)
Impairment of long-lived assets (1)
(218,349)— 
Operating (loss)/income(195,961)24,867 
Interest income— 
Interest expense(4,678)(5,456)
Other financial items, net(665)(107)
Income taxes(314)(75)
(Loss)/income from discontinued operations(201,618)19,231 
Loss on disposal of discontinued operations (2)
(7,610)— 
Net (loss)/income from discontinued operations(209,228)19,231 

(1) Impairment of long-live assets relates to the impairment expense of vessels recognized in accordance with ASC 360 Property, plant and equipment, following its classification as held-for-sale.

(2) Loss on disposal of discontinued operations comprised of (i) carrying values of the assets and liabilities disposed of $249.7 million in relation to the four subsidiaries de-recognized upon disposal as of March 31, 2022; (ii) fees incurred in relation to disposals of $4.3 million; and (iii) partially offset by the proceeds received of $183.9 million cash and $62.5 million worth of Cool Co shares.

The following table contains the financial statement line-items forming the assets and liabilities classified as held for sale:

(in thousands of $)March 31, 2022December 31, 2021
ASSETS
Current assets
Cash and cash equivalents21,447 33,811 
Restricted cash and short-term deposits
36,885 43,311 
Trade accounts receivable2,964 767 
Other current assets720 1,339 
Restricted cash773 — 
Vessels and equipment, net580,053 — 
Other non-current assets1,268 — 
Total current assets held for sale644,110 79,228 
Non-current assets
Restricted cash— 780 
Vessels and equipment, net— 1,383,832 
Other non-current assets— 1,391 
Total non-current assets held for sale 1,386,003 
Total assets held for sale644,110 1,465,231 





(in thousands of $)March 31, 2022December 31, 2021
LIABILITIES
Current liabilities
Current portion of long-term debt and short-term debt(319,262)(338,501)
Trade accounts payables(2,746)(7,270)
Accrued expenses(51,888)(59,054)
Other current liabilities(8,792)(10,965)
Other non-current liabilities(1,039)— 
Total current liabilities held for sale(383,727)(415,790)
Non-current liabilities
Long-term debt— (292,322)
Other non-current liabilities— (12,753)
Total non-current liabilities held for sale (305,075)
Total liabilities held for sale(383,727)(720,865)

We retain an investment accounted for under the equity method in the discontinued operations. Prior to the disposal transaction we held a 100% interest Cool Co and the subsidiaries disposed of. As of March 31, 2022, we held a 18.5% interest in Cool Co and no interest in the four subsidiaries disposed (note 16).

The table below summarizes the financial performance of Cool Co on a 100% basis:

Three months ended March 31,
(in thousands of $)20222021
Revenue40,827 48,372 
Adjusted EBITDA30,064 35,727 
Net income14,518 19,231 

Disposal of Golar Partners and Hygo

On April 15, 2021, we completed the sale of our investments in Golar LNG Partners (“Golar Partners”) and Hygo Energy Transition Ltd (“Hygo”) to New Fortress Energy Inc. (“NFE”) and we received $876.2 million which comprised of (i) $80.8 million cash for our investment in Golar Partners and (ii) $50.0 million cash and 18.6 million Class A NFE common shares valued at $745.4 million (the “GMLP Merger and “Hygo Merger, respectively).

The net income/(loss) of equity method investments from discontinued operations for the three months ended March 31, 2021 are as follows:
(in thousands of $)Three months ended March 31, 2021
Net income from equity method investments of Golar Partners6,624 
Net losses from equity method investments of Hygo(12,816)
Others (1)
(1,585)
Net losses from discontinued operations(7,777)
(1) Others comprised of fees incurred in relation to the disposal of our investments in equity method investments.

Golar Partners and Hygo Post-Merger Services Agreements

Upon completion of the GMLP Merger and the Hygo Merger, we entered into certain transition services agreements, corporate services agreements, ship management agreements and omnibus agreements with Golar Partners, Hygo and NFE. These agreements replaced the previous management and administrative services agreements, ship management agreements and guarantees that Golar provided to Golar Partners and Hygo.






For the three months ended March 31, 2022, we:
earned ship management and administrative services fees amounting to $3.5 million;
incurred pool income from other participants in the pooling arrangement totaling $0.5 million;
declared distributions on Golar Hilli LLC (“Hilli LLC”) amounting to $7.6 million with respect to the common units owned by Golar Partners and accounted for $0.1 million of Hilli costs indemnification; and
earned charter and debt guarantee fees from Golar Partners and Hygo amounting to $0.5 million. As of March 31, 2022, we guaranteed $379.8 million of Hygo's gross long-term debt obligations.



12.     VARIABLE INTEREST ENTITIES ("VIEs")

12.1 Lessor VIEs

As of March 31, 2022, we leased five (December 31, 2021: eight) vessels from a VIE as part of sale and leaseback agreements, of which four were with ICBC Finance Leasing Co. Ltd (“ICBCL”) entities and one with a China State Shipbuilding Corporation (“CSSC”) entities. Each of the ICBCL and CSSC entities are wholly-owned, newly formed special purpose vehicles (“Lessor SPVs”). In the sale and leaseback transaction, we sold our vessel and then subsequently leased back the vessel on a bareboat charter for a term of ten years. We have options to repurchase the vessel at fixed predetermined amounts during its respective charter periods and an obligation to repurchase the vessel at the end of the vessel's respective lease period. 

As further discussed in note 11, during the three months ended March 31, 2022, the Cool Co Disposal resulted in the disposal of four of our subsidiaries, being the disponent owners of three vessels (Golar Glacier; Golar Crystal and Golar Bear), which resulted in the repayment of the sale and leaseback arrangements.

Refer to note 5 to our consolidated financial statements filed with the 2021 Annual Report, for additional details.  

A summary of our payment obligations (excluding repurchase options and obligations) under the bareboat charter with the lessor VIE as of March 31, 2022, is shown below:

(in thousands of $)
2022 (1)
20232024202520262027+
Hilli (2)
84,047107,947103,60299,04194,588111,959
(1) For the nine months ending December 31, 2022.
(2) The payment obligations include variable rental payments due under the lease based on an assumed LIBOR plus margin.

The assets and liabilities of Golar Hilli's lessor VIEs that most significantly impact our consolidated balance sheet as of March 31, 2022 and December 31, 2021, are as follows:
(in thousands of $)March 31, 2022
December 31, 2021
Assets
Restricted cash and short-term deposits16,313 16,523 
Liabilities
Debt:
Current portion of long-term debt and short-term debt (1)
(370,916)(380,554)
Long-term interest-bearing debt - non-current portion (1)
(201,197)(216,313)
(572,113)(596,867)
(1) Where applicable, these balances are net of deferred finance charges.

The most significant impact of the lessor VIE's operations on our unaudited consolidated statements of income, and unaudited consolidated statements of cash flows, are as follows:






(in thousands of $)Three months ended March 31,
20222021
Statement of operations
Interest expense1,319 1,995 
Statement of cash flows
Net debt repayments(24,797)(18,905)
Net debt receipts— 1,513 

12.2    Golar Hilli LLC

Following the sale of common units in Golar Hilli LLC (“Hilli LLC”), we have retained sole control over the most significant activities and the greatest exposure to variability in residual returns and expected losses from the Hilli. Accordingly, management has concluded that Hilli LLC is a VIE and that we are the primary beneficiary.

Summarized financial information of Hilli LLC

The assets and liabilities of Hilli LLC (1) that most significantly impact our consolidated balance sheet are as follows:
(in thousands of $)March 31, 2022December 31, 2021
Balance sheet
Current assets195,393 157,643 
Non-current assets1,436,936 1,280,217 
Current liabilities(423,219)(444,352)
Non-current liabilities(251,929)(270,371)
(1) As Hilli LLC is the primary beneficiary of the Hilli Lessor VIE (see above) the Hilli LLC balances include the Hilli Lessor VIE.

The most significant impact of Hilli LLC VIE's operations on our unaudited consolidated statements of income, and unaudited consolidated statements of cash flows, are as follows:
(in thousands of $)Three months ended March 31,
20222021
Statement of operations
Liquefaction services revenue62,894 54,397 
Realized and unrealized gain on oil and gas derivative instruments210,690 10,600 
Statement of cash flows
Net debt repayments(24,797)(15,150)
Net debt receipts— 1,513 
Cash dividends paid(11,332)(7,827)

12.3    Gimi MS Corporation

Following the closing of the sale of 30% of the common units of Gimi MS Corporation (“Gimi MS”) to First FLNG Holdings in April 2019, we have determined that (i) Gimi MS is a VIE, (ii) we are the primary beneficiary and retain sole control over the most significant activities and the greatest exposure to variability in residual returns and expected losses from the Gimi. Thus, Gimi MS continues to be consolidated into our financial statements.






Summarized financial information of Gimi MS

The assets and liabilities of Gimi MS that most significantly impact our consolidated balance sheet are as follows:
(in thousands of $)March 31, 2022December 31, 2021
Balance sheet
Current assets10,352 7,107 
Non-current assets972,459 877,835 
Current liabilities(7,839)(18,127)
Non-current liabilities(464,740)(389,244)

The most significant impact of Gimi MS VIE's operations on our unaudited consolidated statements of cash flows, is as follows:
(in thousands of $)Three months ended March 31,
20222021
Statement of cash flows
Additions to asset under development79,829 41,748 
Capitalized financing costs(1,173)(1,996)
Net debt receipts75,000 45,000 
Proceeds from subscription of equity interest1,800 2,669 




13.     RESTRICTED CASH AND SHORT-TERM DEPOSITS

Our restricted cash and short-term deposits balances are as follows:
(in thousands of $)March 31, 2022December 31, 2021
Restricted cash in relation to the Hilli (1)
60,724 60,720 
Restricted cash in relation to liability for former UK tax leases (2)
46,003 16,000 
Restricted cash and short-term deposit held by lessor VIE (note 12)16,313 16,523 
Restricted cash in relation to LNG Croatia (3)
11,327 11,328 
Restricted cash related to Hygo performance guarantee (4)
1,500 1,500 
Restricted cash relating to office lease
Total restricted cash and short-term deposits135,870 106,074 
Less: Amounts included in current restricted cash and short-term deposits(63,819)(34,026)
Long-term restricted cash72,051 72,048 

(1) In November 2015, in connection with the issuance of a $400 million letter of credit (“LC”) by a financial institution to our project partner involved in the Hilli FLNG project, we recognized an initial cash collateral of $305.0 million to support the Hilli performance guarantee. Under the provisions of the LC, the terms allow for a stepped reduction in the value of the guarantee over time and thus, a concurrent reduction in the cash collateral requirements. In May 2021, following the achievement of the 3.6 million tonnes of LNG production milestone, the LC was reduced to $100 million and the cash collateral to $60.7 million.

(2) The lessor of our former six UK leases has a first priority security interest in relation to the Golar Gandria and second priority interests in relation to the Golar Tundra and Golar Frost with cash collateral of $46.0 million (note 22).

(3) In connection with the Operation & Maintenance Agreement (the “LNG Hrvatska O&M Agreement”) that we entered into with LNG Hrvatska d.o.o. to operate and maintain the FSRU, LNG Croatia, we are required to maintain a performance guarantee of €9.3 million and $1.3 million, which will remain restricted throughout the 10-year term of the LNG Hrvatska O&M Agreement.

(4) In connection with the disposal of Hygo, we provided a $1.5 million performance guarantee to the senior lenders of Centrais Eléctricas de Sergipe S.A. ("CELSE") to enable the lenders to waive their requirement for consent in the event of a change of control and extend the technical completion date. The guarantee will expire in July 2022.






14.    OTHER CURRENT ASSETS

(in thousands of $)March 31, 2022December 31, 2021
Investment in listed equity securities (1)
793,716 450,225 
Gas derivative instrument (note 22)
103,718 79,578 
TTF swap collateral (2)
16,740 6,940 
Prepaid expenses
6,013 2,839 
MTM commodity swap valuation (note 22)
— 1,753 
Other receivables
4,107 3,190 
924,294 544,525 

(1) “Investment in listed equity securities” is comprised of our 18.6 million shares of NFE common stock (“NFE Shares”) (note 22) as of March 31, 2022, and associated dividend receivable from these shares, amounting to $449.7 million and $0.6 million, respectively as of December 31, 2021. Dividend receivable is included in the income statement line-item “Other non-operating losses, net”.

(2) “TTF swap collateral” relates to the amount required by the swap counterparty, held at measurement date, reactive to the daily fluctuations of the market value of the financial instrument.


15.    ASSET UNDER DEVELOPMENT
(in thousands of $)March 31, 2022December 31, 2021
Opening asset under development balance877,838 658,247 
Additions71,790 178,377 
Interest costs capitalized10,625 41,214 
Closing asset under development balance960,253 877,838 

Gimi conversion

In February 2019, we entered into a lease and operate agreement with BP Mauritania Investments LTD (“BP”) for the employment of a FLNG unit, Gimi, after conversion to an FLNG for a term of 20 years (the “LOA”). In April 2019, we completed the sale of 30% of the total issued ordinary share capital of Gimi MS to First FLNG Holdings. In October 2020, we announced that we had confirmed a revised project schedule with BP which extended the target connection date by 11 months to 2023. The conversion cost including financing cost is approximately $1.6 billion of which $700 million is funded by the Gimi facility (note 18).

As of March 31, 2022, the estimated timing of the outstanding payments in connection with the Gimi conversion are as follows:
(in thousands of $)
Period ending December 31,
2022 (1)
318,640 
2023217,608 
2024157,249 
693,497 
(1) For the nine months ending December 31, 2022







16.     EQUITY METHOD INVESTMENTS
Three months ended March 31,
(in thousands of $)20222021
Share of net losses of Avenir(1,039)(612)
Share of net losses of Cool Co (note 11)(141)— 
Share of net income of ECGS124 (70)
Net losses from equity method investments(1,056)(682)

The carrying amounts of our equity method investments, from continuing operations, as of March 31, 2022 and December 31, 2021 are as follows:

(in thousands of $)March 31, 2022December 31, 2021
Cool Co (note 11)
62,409 — 
Avenir46,873 47,913 
ECGS4,427 4,302 
Equity method investments113,709 52,215 

17.     OTHER NON-CURRENT ASSETS

Other non-current assets comprise the following:
(in thousands of $) March 31, 2022December 31, 2021
Oil derivative instrument (note 20)
297,114 127,480 
MTM interest rate swaps valuation (note 20)15,301 — 
Operating lease right-of-use-assets 6,991 9,600 
Other non-current assets3,422 3,672 
 322,828 140,752 






18.    DEBT

As of March 31, 2022, and December 31, 2021, our debt was as follows:
(in thousands of $)March 31, 2022December 31, 2021
2017 Convertible Bonds— (315,646)
Gimi facility(485,000)(410,000)
Golar Arctic facility(27,354)(29,178)
Golar Tundra facility
(155,523)(158,000)
Norwegian Bonds
(299,441)(299,403)
Corporate RCF(131,000)— 
Subtotal (excluding lessor VIE loans)(1,098,318)(1,212,227)
CSSC VIE loans - Hilli facility (1)
(572,483)(597,280)
Total debt(1,670,801)(1,809,507)
Less: Deferred financing costs29,170 30,529 
Total debt, net of deferred financing costs(1,641,631)(1,778,978)

At March 31, 2022, our debt, net of deferred financing costs, is broken down as follows:
Golar debt
VIE debt (1)
Total debt
(in thousands of $) 
Current portion of long-term debt and short-term debt(146,066)(370,916)(516,982)
Long-term debt(923,452)(201,197)(1,124,649)
Total(1,069,518)(572,113)(1,641,631)
(1) This amount relates to a certain lessor entity (for which legal ownership resides with a financial institution) that we are required to consolidate under U.S. GAAP into our financial statements as VIE (see note 12).

2017 Convertible Bonds

In February 2017, we closed a $402.5 million aggregate principal amount of 2.75% convertible senior unsecured notes (“2017 Convertible Bonds”) maturing in February 2022. The conversion rate for the 2017 Convertible Bonds was initially equal to 26.5308 common shares per $1,000 principal amount of the bonds. This is equivalent to an initial conversion price of $37.69 per common share, or a 35% premium on the February 13, 2017 closing share price of $27.92. The conversion price is subject to adjustment for dividends paid. In February 2022, we fully redeemed the outstanding notional value of our 2017 Convertible Bonds, inclusive of interest, amounting to $321.7 million.

Corporate RCF

In November 2021, we executed a $200.0 million revolving facility (the “Corporate RCF”) which has a term of three years. The Corporate RCF bears interest at LIBOR plus a margin of 2.8% and is secured against our NFE Shares. We are permitted under the terms of the facility, to release a portion of the pledged NFE Shares in accordance with the prescribed loan to value ratio based on the then-current market value of such NFE Shares. As of March 31, 2022, we had drawn $131.0 million of the available funds.

Corporate bilateral facility

In February 2022, we executed a $250 million corporate bilateral facility with Sequoia Investment Management secured by Golar's shareholdings in FLNG Hilli and Gimi. The corporate bilateral facility has a tenor of 7 years with a bullet payment maturing in February 2029 and bears interest of LIBOR plus a margin range of 4.5% to 5.5%, subject to certain financial ratio thresholds. The corporate bilateral facility remained undrawn as of March 31, 2022 and will remain available for drawdown until June 30, 2022.







19.     OTHER CURRENT LIABILITIES

(in thousands of $)March 31, 2022December 31, 2021
Liability on former UK tax leases (note 22)
(68,998)(71,739)
Day 1 gain deferred revenue - current portion (1)