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) |
4.1 | |
4.2 | |
101 | The following financial information of Golar LNG Limited formatted in Extensible Business Reporting Language (XBRL): |
i. Unaudited Consolidated Statements of Income for the nine months ended September 30, 2018 and 2017; | |
ii. Unaudited Consolidated Statements of Comprehensive Income for the nine months ended September 30, 2018 and 2017; | |
iii. Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017; | |
iv. Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and 2017; | |
v. Unaudited Consolidated Statements of Changes in Equity for the nine months ended September 30, 2018 and 2017; and | |
vi. Notes to the Unaudited Condensed Consolidated Financial Statements. |
GOLAR LNG LIMITED | ||
(Registrant) | ||
Date: November 16, 2018 | By: | /s/ Graham Robjohns |
Name: | Graham Robjohns | |
Title: | Principal Financial and Accounting Officer | |
• | our inability to meet our obligations under the Heads of Terms ("HoT") agreement entered into in connection with the BP Greater Tortue / Ahmeyim Project, prior to Final Investment Decision ("FID"), which will result in extensive termination fees; |
• | changes in liquefied natural gas, or LNG, carrier, floating storage and regasification unit, or FSRU, or floating liquefaction natural gas vessel, or FLNG, or small-scale LNG market trends, including charter rates, vessel values or technological advancements; |
• | Golar Power Limited's ("Golar Power") ability to successfully complete and start up the Sergipe power station project and related FSRU contract; |
• | 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; |
• | our ability to close potential future sales of additional equity interests in Golar Hilli LLC on a timely basis or at all; |
• | changes in the supply of or demand for LNG carriers, FSRUs, FLNGs or small-scale LNG infrastructure; |
• | a material decline or prolonged weakness in rates for LNG carriers, FSRUs, FLNGs or small-scale LNG infrastructure; |
• | changes in the performance of the pool in which certain of our vessels operate and the performance of our joint ventures; |
• | changes in trading patterns that affect the opportunities for the profitable operation of LNG carriers, FSRUs, FLNGs or small-scale LNG infrastructure; |
• | changes in the supply of or demand for LNG or LNG carried by sea; |
• | changes in commodity prices; |
• | changes in the supply of or demand for natural gas generally or in particular regions; |
• | failure of our contract counterparties, including our joint venture co-owners, to comply with their agreements with us; |
• | changes in our relationships with our counterparties, including our major chartering parties; |
• | changes in the availability of vessels to purchase and in the time it takes to construct new vessels; |
• | failures of shipyards to comply with delivery schedules or performance specifications on a timely basis or at all; |
• | our ability to integrate and realize the benefits of acquisitions; |
• | changes in our ability to sell vessels to Golar LNG Partners LP ("Golar Partners") or our joint venture, Golar Power; |
• | changes in our relationship with Golar Partners, Golar Power or Avenir LNG Limited and the sustainability of any distributions they pay to us; |
• | changes to rules and regulations applicable to LNG carriers, FSRUs, FLNGs or other parts of the LNG supply chain; |
• | our inability to achieve successful utilization of our expanded fleet or inability to expand beyond the carriage of LNG and provision of FSRUs, FLNGs, and small-scale LNG infrastructure particularly through our innovative FLNG strategy and our joint ventures; |
• | actions taken by regulatory authorities that may prohibit the access of LNG carriers, FSRUs, FLNGs or small-scale LNG vessels to various ports; |
• | changes in our ability to obtain additional financing on acceptable terms or at all; |
• | increases in costs, including, among other things, wages, insurance, provisions, repairs and maintenance; |
• | changes in general domestic and international political conditions, particularly where we operate; |
• | a decline or continuing weakness in the global financial markets; |
• | challenges by authorities to the tax benefits we previously obtained under certain of our leasing agreements; and |
• | other factors listed from time to time in registration statements, reports or other materials that we have filed with or furnished to the Securities and Exchange Commission, or the Commission, including our most recent annual report on Form 20-F. |
Nine Months Ended September 30, | ||||||||
(in thousands of $, except average daily TCE) (1) | 2018 | 2017 | Change | % Change | ||||
Total operating revenues | 175,564 | 85,950 | 89,614 | 104 | % | |||
Vessel operating expenses | (52,140 | ) | (38,870 | ) | (13,270 | ) | 34 | % |
Voyage, charterhire and commission expenses (including expenses from collaborative arrangements) | (63,776 | ) | (41,828 | ) | (21,948 | ) | 52 | % |
Administrative expenses (2) | (38,815 | ) | (26,974 | ) | (11,841 | ) | 44 | % |
Project development expenses (2) | (4,233 | ) | (6,216 | ) | 1,983 | (32 | )% | |
Depreciation and amortization | (49,252 | ) | (59,937 | ) | 10,685 | (18 | )% | |
Other operating gains | 36,000 | — | 36,000 | 100 | % | |||
Operating income (loss) | 3,348 | (87,875 | ) | 91,223 | (104 | )% | ||
Equity in net earnings (losses) of affiliates | 15,485 | (1,359 | ) | 16,844 | (1,239 | )% | ||
Other financial data: | ||||||||
Average daily TCE (1) (to the closest $100) | 32,200 | 13,300 | 18,900 | 142 | % |
• | $84.5 million as a result of improved utilization and daily hire rates, including repositioning fees, from our vessels participating within the Cool Pool for the nine months ended September 30, 2018 compared to the same period in 2017; and |
• | $6.1 million as a result of the Golar Glacier commencing her new 12 month charter in February 2018. |
• | $4.9 million in operating costs in relation to our vessels operating within the Cool Pool; |
• | $4.6 million of reactivation and operating costs of the Golar Viking as she was taken out of lay-up in January 2018; |
• | $0.9 million in expenses incurred in relation to the mobilization of the Gandria to Keppel in Singapore to commence generic work in readiness for her conversion into a FLNG, which is expected to commence after we issue a notice to proceed; and |
• | $1.0 million in operating costs in relation to our ship management services provided to our fleet. |
• | $32.5 million of voyage expenses that arose from the increased utilization of our vessels participating within the Cool Pool, for which we receive credit under the Cool Pool arrangement (further described in note 16(d) "Related Parties" of our consolidated financial statements included herein); and |
• | $1.1 million due to the Golar Viking being taken out of lay-up. |
• | $7.8 million in Golar Tundra depreciation as a result of a $9.7 million catch-up charge recognized upon the vessel ceasing to be classified as held-for-sale in March 2017; and |
• | $3.1 million in the Gandria depreciation as she reached the end of her useful economic life at December 31, 2017, and accordingly, no further depreciation expense was recognized in 2018. |
Nine Months Ended September 30, | ||||||||
(in thousands of $) | 2018 | 2017 | Change | % Change | ||||
Equity in net earnings in Golar Partners | 15,541 | 15,229 | 312 | 2 | % | |||
Loss on deemed disposal of investments in Golar Partners | — | (16,992 | ) | 16,992 | (100 | )% | ||
Share of net (losses) earnings in other affiliates | (56 | ) | 404 | (460 | ) | (114 | )% | |
Equity in net earnings (losses) of affiliates | 15,485 | (1,359 | ) | 16,844 | (1,239 | )% |
Nine Months Ended September 30, | ||||||||
(in thousands of $) | 2018 | 2017 | Change | % Change | ||||
Total operating revenues | 73,101 | — | 73,101 | 100 | % | |||
Vessel operating expenses | (15,621 | ) | — | (15,621 | ) | (100 | )% | |
Voyage, charter-hire and commission expenses | (1,965 | ) | — | (1,965 | ) | (100 | )% | |
Administrative expenses (1) | (52 | ) | (214 | ) | 162 | (76 | )% | |
Project development expenses (1) | (12,731 | ) | (167 | ) | (12,564 | ) | 7,523 | % |
Depreciation and amortization | (16,142 | ) | — | (16,142 | ) | (100 | )% | |
Realized and unrealized gain on oil derivative instrument | 200,088 | — | 200,088 | 100 | % | |||
Other operating loss | (12,722 | ) | — | (12,722 | ) | 100 | % | |
Operating gain (loss) | 213,956 | (381 | ) | 214,337 | (56,256 | )% | ||
Equity in net losses of affiliates | (2,047 | ) | (5,281 | ) | 3,234 | (61 | )% |
Nine Months Ended September 30, | ||||||||
(in thousands of $) | 2018 | 2017 | Change | % Change | ||||
Equity in net losses of affiliates | (16,985 | ) | (12,460 | ) | (4,525 | ) | 36 | % |
Nine Months Ended September 30, | ||||||||
(in thousands of $) | 2018 | 2017 | Change | % Change | ||||
Total other non-operating income | — | 108 | (108 | ) | (100 | )% | ||
Interest income | 7,150 | 4,704 | 2,446 | 52 | % | |||
Interest expense | (70,657 | ) | (53,085 | ) | (17,572 | ) | 33 | % |
(Losses) gains on derivative instruments | (12,258 | ) | 580 | (12,838 | ) | (2,213 | )% | |
Other financial items, net | 4,621 | (4,075 | ) | 8,696 | (213 | )% | ||
Income taxes | (640 | ) | (1,070 | ) | 430 | (40 | )% | |
Net income attributable to non-controlling interests | (60,444 | ) | (23,332 | ) | (37,112 | ) | 159 | % |
• | $11.0 million in interest expense arising on the loan facilities of our consolidated lessor VIEs (refer to note 8 "Variable Interest Entities ("VIE")" of our consolidated financial statements included herein), in particular on the post-delivery sale and leaseback arrangement entered into during June 2018 (refer to note 13 "Debt" of our consolidated financial statements included herein); |
• | $3.5 million in interest expense on the additional amounts drawn down on the Hilli pre-delivery facility, subsequent to September 30, 2017 (this facility was subsequently repaid in connection with entry into the post-delivery sale and leaseback arrangement during June 2018 - refer to note 13 "Debt" of our consolidated financial statements included herein); |
• | $2.2 million in interest expense incurred on the deposits received from Golar Partners in relation to the Hilli disposal; and |
• | $1.2 million in interest expense in relation to the $402.5 million convertible bond issued in February 2017, resulting in a full nine months of interest incurred in 2018. |
• | receipt of $9.2 million in November 2018, in respect of cash distributions for the quarter ended September 30, 2018, from Golar Partners in relation to our interests in its common and general partner units held at the relevant record date; albeit $1.6 million will be used to satisfy interest repayments on the margin loan facility as a result of 21,226,586 of Golar Partners common units held by us being pledged as security for the obligations under the facility; and |
• | receipt of $14.0 million in connection with the ongoing arbitration proceedings arising from the delays and the termination of the Golar Tundra time charter with a former charterer. |
• | payment of a $12.7 million cash distribution to our shareholders in October 2018, in respect of the quarter ended June 30, 2018; |
• | payment of a $24.8 million investment in small-scale LNG services provider Avenir; and |
• | payment of scheduled loan and interest repayments and Hilli capital expenditure. |
Nine Months Ended September 30, | ||||||||
(in thousands of $) | 2018 | 2017 (1) | Change | % Change | ||||
Net cash provided by (used in) operating activities | 61,270 | (54,490 | ) | 115,760 | (212 | )% | ||
Net cash used in investing activities | (161,926 | ) | (178,840 | ) | 16,914 | (9 | )% | |
Net cash provided by financing activities | 252,142 | 332,177 | (80,035 | ) | (24 | )% | ||
Net increase in cash, cash equivalents and restricted cash | 151,486 | 98,847 | 52,639 | 53 | % | |||
Cash, cash equivalents and restricted cash at beginning of period | 612,677 | 640,218 | (27,541 | ) | (4 | )% | ||
Cash, cash equivalents and restricted cash at end of period | 764,163 | 739,065 | 25,098 | 3 | % |
• | the addition of $116.7 million to asset under development relating to payments made in respect of the conversion of the Hilli into a FLNG; and |
• | additions of $66.0 million to investments in affiliates, which relates principally to capital contributions made to Golar Power. |
• | the addition of $169.5 million to asset under development relating to payments made in respect of the conversion of the Hilli into a FLNG; and |
• | additions of $91.5 million to investments in affiliates, which relates principally to capital contributions made to Golar Power. |
• | $115.0 million further drawdown on the pre-delivery financing in relation to the conversion of the Hilli into a FLNG; |
• | $960.0 million drawdown on the post-acceptance Hilli sale and leaseback financing in relation to the Hilli Facility; and |
• | $101.0 million of debt proceeds drawn down by the lessor VIE, which owns the Golar Crystal, upon refinancing of its debt into a long-term loan facility. See note 8 "Variable Interest Entities" of our consolidated financial statements included herein. |
• | loan repayments of $936.9 million, which includes (i) the repayment of $640.0 million on the pre-delivery financing in relation to the conversion of the Hilli into a FLNG, (ii) payment of $105.0 million in connection with the refinancing of the Golar Crystal facility mentioned above and (iii) payments of $72.7 million in connection with the Golar Tundra lease financing arrangement; and |
• | payment of dividends of $27.1 million. |
• | $125.0 million further drawdown on the pre-delivery financing in relation to the conversion of the Hilli into a FLNG; |
• | $112.0 million of debt proceeds in connection with our refinancing of the Golar Crystal debt facility; |
• | $150.0 million of debt proceeds from the Margin Loan Facility entered into in March 2017; and |
• | $391.4 million of debt proceeds from the new convertible bond which closed in February 2017. |
• | loan repayments of $398.3 million, which includes the settlement of the balance outstanding on the refinanced Golar Crystal facility of $101.3 million in March 2017 as well as the buyback of the old convertible bond, which matured in March 2017, amounting to $219.7 million; |
• | payment of $31.2 million for capped call transactions entered into in conjunction with the issuance of the new convertible bond mentioned above; and |
• | payment of dividends of $15.4 million. |
Nine Months Ended September 30, | |||||
(in thousands of $ except number of days and average daily TCE) | 2018 | 2017 | |||
Total operating revenues | 248,665 | 85,950 | |||
Less: Liquefaction services revenue | (73,101 | ) | — | ||
Less: Vessel and other management fees | (15,968 | ) | (16,930 | ) | |
Time and voyage charter revenues (1) | 159,596 | 69,020 | |||
Voyage and commission expenses (1)(3) | (63,776 | ) | (30,368 | ) | |
95,820 | 38,652 | ||||
Calendar days less scheduled off-hire days (2) | 2,975 | 2,900 | |||
Average daily TCE (to the closest $100) | 32,200 | 13,300 |
Unaudited Consolidated Statements of Income for the nine months ended September 30, 2018 and 2017 | ||||
Unaudited Consolidated Statements of Comprehensive Income for the nine months ended September 30, 2018 and 2017 | ||||
Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017 | ||||
Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and 2017 | ||||
Unaudited Consolidated Statements of Changes in Equity for the nine months ended September 30, 2018 and 2017 | ||||
Notes to the Unaudited Condensed Consolidated Financial Statements |
(in thousands of $, except per share data) | Nine Months Ended September 30, | ||||||
Notes | 2018 | 2017 | |||||
Time and voyage charter revenues | 123,414 | 52,004 | |||||
Time charter revenues - collaborative arrangement | 16 | 36,182 | 17,016 | ||||
Liquefaction services revenue | 5 | 73,101 | — | ||||
Vessel and other management fees | 5 | 15,968 | 16,930 | ||||
Total operating revenues | 4, 16 | 248,665 | 85,950 | ||||
Vessel operating expenses | 67,761 | 38,870 | |||||
Voyage, charterhire and commission expenses | 16 | 15,307 | 20,637 | ||||
Voyage, charterhire and commission expenses - collaborative arrangement | 16 | 50,434 | 21,191 | ||||
Administrative expenses | 2 | 38,867 | 27,188 | ||||
Project development expenses | 2 | 16,964 | 6,383 | ||||
Depreciation and amortization | 65,394 | 59,937 | |||||
Total operating expenses | 254,727 | 174,206 | |||||
Other operating income | |||||||
Realized and unrealized gain on oil derivative instrument | 1, 2 | 200,088 | — | ||||
Other operating gains and losses (1) | 23,278 | — | |||||
Total other operating income | 223,366 | — | |||||
Operating income (loss) | 217,304 | (88,256 | ) | ||||
Other non-operating income | |||||||
Other | — | 108 | |||||
Total other non-operating income | — | 108 | |||||
Financial income (expense) | |||||||
Interest income | 7,150 | 4,704 | |||||
Interest expense | 16 | (70,657 | ) | (53,085 | ) | ||
(Losses) gains on derivative instruments | 2, 7 | (12,258 | ) | 580 | |||
Other financial items, net | 7 | 4,621 | (4,075 | ) | |||
Net financial expense | (71,144 | ) | (51,876 | ) | |||
Income (loss) before income taxes, equity in net earnings (losses) of affiliates and non-controlling interests | 146,160 | (140,024 | ) | ||||
Income taxes | (640 | ) | (1,070 | ) | |||
Equity in net earnings (losses) of affiliates | 11 | (3,547 | ) | (19,100 | ) | ||
Net income (loss) | 141,973 | (160,194 | ) | ||||
Net income attributable to non-controlling interests | (60,444 | ) | (23,332 | ) | |||
Net income (loss) attributable to Golar LNG Limited | 81,529 | (183,526 | ) | ||||
Basic and dilutive earnings (loss) per share ($) | 6 | 0.81 | (1.82 | ) | |||
Cash dividends declared and paid per share ($) | $ | 0.23 | $ | 0.15 |
(in thousands of $) | Nine Months Ended September 30, | ||||
Notes | 2018 | 2017 | |||
Net income (loss) | 141,973 | (160,194 | ) | ||
Other comprehensive (loss) income: | |||||
Net (loss) gain on qualifying cash flow hedging instruments | (5,038 | ) | 1,621 | ||
Net loss on foreign currency translation | (22,830 | ) | — | ||
Other comprehensive (loss) income | 14 | (27,868 | ) | 1,621 | |
Comprehensive income (loss) | 114,105 | (158,573 | ) | ||
Comprehensive income (loss) attributable to: | |||||
Stockholders of Golar LNG Limited | 53,661 | (181,905 | ) | ||
Non-controlling interests | 60,444 | 23,332 | |||
Comprehensive income (loss) | 114,105 | (158,573 | ) |
2018 | 2017 | ||||
(in thousands of $) | Notes | Sep-30 | Dec-31 | ||
Unaudited | Audited | ||||
ASSETS | |||||
Current | |||||
Cash and cash equivalents | 9 | 306,387 | 214,862 | ||
Restricted cash and short-term deposits | 9 | 302,456 | 222,265 | ||
Trade accounts receivable (1) | 37,474 | 14,980 | |||
Inventories | 5,998 | 7,408 | |||
Other current assets | 15,982 | 6,047 | |||
Amounts due from related parties | 16 | 18,109 | 7,898 | ||
Total current assets | 686,406 | 473,460 | |||
Non-current | |||||
Restricted cash | 9 | 155,320 | 175,550 | ||
Investments in affiliates | 11 | 702,222 | 703,225 | ||
Asset under development | 10 | — | 1,177,489 | ||
Vessels and equipment, net | 10 | 3,315,960 | 2,077,059 | ||
Other non-current assets | 12 | 327,176 | 157,504 | ||
Total assets | 5,187,084 | 4,764,287 | |||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
Current | |||||
Current portion of long-term debt and short-term debt | 13 | 830,911 | 1,384,933 | ||
Trade accounts payable | 7,573 | 70,430 | |||
Accrued expenses | 157,970 | 105,895 | |||
Other current liabilities (2) | 96,545 | 62,282 | |||
Amounts due to related parties | 16 | 6,571 | 8,734 | ||
Total current liabilities | 1,099,570 | 1,632,274 | |||
Non-current | |||||
Long-term debt | 13 | 1,788,669 | 1,025,914 | ||
Amounts due to related parties | 16 | — | 177,247 | ||
Other non-current liabilities | 152,449 | 132,548 | |||
Total liabilities | 3,040,688 | 2,967,983 | |||
Equity | |||||
Stockholders' equity | 2,063,226 | 1,715,316 | |||
Non-controlling interests | 83,170 | 80,988 | |||
Total liabilities and stockholders' equity | 5,187,084 | 4,764,287 |
GOLAR LNG LIMITED UNAUDITED CONSOLIDATED STATEMENTS OF CASHFLOWS | |||||
2018 | 2017 | ||||
(in thousands of $) | Notes | Jan-Sep(2) | Jan-Sep(2) | ||
OPERATING ACTIVITIES | |||||
Net income (loss) | 141,973 | (160,194 | ) | ||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||
Depreciation and amortization | 65,394 | 59,937 | |||
Amortization of deferred charges and debt guarantees | 6,750 | (2,306 | ) | ||
Equity in net earnings (losses) of affiliates | 3,547 | 19,100 | |||
Dividends received (1) | 15,837 | 25,079 | |||
Compensation cost related to share options | 9,113 | 6,196 | |||
Net foreign exchange loss | 973 | 2,034 | |||
Change in fair value of derivative instruments | 2 | 12,258 | (580 | ) | |
Change in fair value of oil derivative instrument | (186,611 | ) | — | ||
Change in assets and liabilities: | |||||
Trade accounts receivable | (22,494 | ) | (1,191 | ) | |
Inventories | 1,410 | (2,313 | ) | ||
Other current and non-current assets | 2 | 3,482 | (2,596 | ) | |
Amounts due to related companies | (13,050 | ) | (32,706 | ) | |
Trade accounts payable | (26,092 | ) | (2,376 | ) | |
Accrued expenses | 9,681 | 21,030 | |||
Other current and non-current liabilities | 2 | 39,099 | 16,396 | ||
Net cash provided by (used in) operating activities | 61,270 | (54,490 | ) | ||
INVESTING ACTIVITIES | |||||
Additions to vessels and equipment | (2,999 | ) | (1,233 | ) | |
Additions to asset under development | (116,715 | ) | (169,542 | ) | |
Additions to investments in affiliates | (65,972 | ) | (91,499 | ) | |
Dividends received (1) | 23,760 | 13,434 | |||
Proceeds from disposals to Golar Partners | 14 | — | 70,000 | ||
Net cash used in investing activities | (161,926 | ) | (178,840 | ) | |
FINANCING ACTIVITIES | |||||
Proceeds from short-term and long-term debt | 1,177,748 | 778,432 | |||
Repayments of short-term and long-term debt | (936,896 | ) | (398,316 | ) | |
Payment for capped call in connection with bond issuance | — | (31,194 | ) | ||
Cash effect of consolidating Hilli Lessor VIE (3) | 36,532 | — | |||
Cash dividends paid | (27,085 | ) | (15,384 | ) | |
Proceeds from exercise of share options | 2,597 | 203 | |||
Financing costs paid | (754 | ) | (1,564 | ) | |
Net cash provided by financing activities | 252,142 | 332,177 | |||
Net increase in cash, cash equivalents and restricted cash (2) | 151,486 | 98,847 | |||
Cash, cash equivalents and restricted cash at beginning of period (2) | 9 | 612,677 | 640,218 | ||
Cash, cash equivalents and restricted cash at end of period (2) | 9 | 764,163 | 739,065 |
(in thousands of $) | Share Capital | Treasury Shares | Additional Paid-in Capital | Contributed Surplus (1) | Accumulated Other Comprehensive (Loss) Income | Accumulated Retained Earnings (Losses) | Total before Non- controlling Interest | Non-controlling Interest | Total Equity | |||||||||
Balance at December 31, 2016 | 101,081 | (20,483 | ) | 1,488,556 | 200,000 | (9,542 | ) | 103,650 | 1,863,262 | 46,564 | 1,909,826 | |||||||
Net loss | — | — | — | — | — | (183,526 | ) | (183,526 | ) | 23,332 | (160,194 | ) | ||||||
Dividends | — | — | — | — | — | (14,635 | ) | (14,635 | ) | — | (14,635 | ) | ||||||
Exercise of share options | 27 | — | 177 | — | — | — | 204 | — | 204 | |||||||||
Grant of share options | — | — | 7,866 | — | — | — | 7,866 | — | 7,866 | |||||||||
Forfeiture of share options | — | — | (120 | ) | — | — | — | (120 | ) | — | (120 | ) | ||||||
Other comprehensive income (see note 14) | — | — | — | — | 1,621 | — | 1,621 | — | 1,621 | |||||||||
Issuance of convertible bonds | — | — | 39,861 | — | — | — | 39,861 | — | 39,861 | |||||||||
Balance at September 30, 2017 | 101,108 | (20,483 | ) | 1,536,340 | 200,000 | (7,921 | ) | (94,511 | ) | 1,714,533 | 69,896 | 1,784,429 |
(in thousands of $) | Share Capital | Treasury Shares | Additional Paid-in Capital | Contributed Surplus (1) | Accumulated Other Comprehensive Loss | Accumulated Retained Losses | Total before Non- controlling Interest | Non-Controlling Interest | Total Equity | |||||||||
Balance at December 31, 2017 | 101,119 | (20,483 | ) | 1,538,191 | 200,000 | (7,769 | ) | (95,742 | ) | 1,715,316 | 80,988 | 1,796,304 | ||||||
Net income | — | — | — | — | — | 81,529 | 81,529 | 60,444 | 141,973 | |||||||||
Dividends | — | — | — | — | — | (22,350 | ) | (22,350 | ) | (15,608 | ) | (37,958 | ) | |||||
Exercise of share options | 180 | — | 2,417 | — | — | — | 2,597 | — | 2,597 | |||||||||
Grant of share options | — | — | 11,159 | — | — | (133 | ) | 11,026 | — | 11,026 | ||||||||
Forfeiture of share options | — | — | (1,492 | ) | — | — | — | (1,492 | ) | — | (1,492 | ) | ||||||
Effect of consolidating Hilli Lessor VIE (2) | — | — | — | — | — | — | — | 28,703 | 28,703 | |||||||||
Sale of equity interest in common units (3) | — | — | 304,468 | — | — | — | 304,468 | (126,491 | ) | 177,977 | ||||||||
Conversion of debt to equity (see note 13) | — | — | — | — | — | — | — | 55,134 | 55,134 | |||||||||
Other comprehensive loss (see note 14) | — | — | — | — | (27,868 | ) | — | (27,868 | ) | — | (27,868 | ) | ||||||
Balance at September 30, 2018 | 101,299 | (20,483 | ) | 1,854,743 | 200,000 | (35,637 | ) | (36,696 | ) | 2,063,226 | 83,170 | 2,146,396 |
• | 44.6% of the Hilli Common Units, with the remaining Hilli Common Units owned by Golar Partners, Keppel and B&V (50.0%, 5.0% and 0.4%, respectively); |
• | 89.1% of the Series A Special Units, with the remaining Series A Special Units owned by Keppel and B&V (10.0% and 0.9%, respectively); and |
• | 89.1% of the Series B Special Units, with the remaining Series B Special Units owned by Keppel and B&V (10.0% and 0.9%, respectively). |
• | holders of Series B Special Units are entitled to 95% of these distributions, and |
• | holders of Hilli Common Units are entitled to 5% of these distributions. |
Nine months ended September 30, 2017 | ||||||
(in thousands of $) | As previously reported | Adjustments increase (decrease) | As adjusted | |||
Project development expenses | — | 6,383 | 6,383 | |||
Administrative expenses | 33,571 | (6,383 | ) | 27,188 |
Nine months ended September 30, 2017 | ||||||
(in thousands of $) | As previously reported | Adjustments (decrease) increase | As adjusted | |||
Change in fair value of derivative instruments | — | (580 | ) | (580 | ) | |
Change in assets and liabilities: | ||||||
Other current and non-current assets | (5,613 | ) | 3,017 | (2,596 | ) | |
Other current and non-current liabilities | 18,833 | (2,437 | ) | 16,396 |
Nine months ended September 30, 2017 | ||||||
(in thousands of $) | As previously reported | Adjustments increase (decrease) | As adjusted | |||
(Losses) gains on derivative instruments | — | 580 | 580 | |||
Other financial items, net | (3,495 | ) | (580 | ) | (4,075 | ) |
(in thousands of $) | Nine Months Ended September 30, | |||
2018 | 2017 | |||
Realized gain on oil derivative instrument | 14,318 | — | ||
Unrealized gain on oil derivative instrument | 185,770 | — | ||
200,088 | — |
Nine months ended September 30, 2017 | |||||||
(in thousands of $) | Cash flow line item | As previously reported | Adjustments decrease | As adjusted | |||
OPERATING ACTIVITIES | Restricted cash and short-term deposits | 323 | (323 | ) | — | ||
INVESTING ACTIVITIES | Restricted cash and short-term deposits | (4,773 | ) | 4,773 | — | ||
FINANCING ACTIVITIES | Restricted cash and short-term deposits | (32,025 | ) | 32,025 | — | ||
As a result of the above changes, the following subtotals as retrospectively restated are as follows: | |||||||
Net increase in cash, cash equivalents and restricted cash | 62,372 | 36,475 | 98,847 | ||||
Cash, cash equivalents and restricted cash at beginning of period | 224,190 | 416,028 | 640,218 | ||||
Cash, cash equivalents and restricted cash at end of period | 286,562 | 452,503 | 739,065 |
• | Vessel operations – We operate and subsequently charter out vessels on fixed terms to customers. |
• | FLNG – In 2014, we ordered our first FLNG based on the conversion of our existing LNG carrier, the Hilli. The Hilli FLNG conversion has been completed and the vessel has been accepted by the Customer under the LTA. |
• | Power – In July 2016, we entered into certain agreements forming a 50/50 joint venture, Golar Power, with private equity firm Stonepeak. Golar Power offers integrated LNG based downstream solutions, through the ownership and operation of FSRUs and associated terminal and power generation infrastructure. |
Statement of Operations: | Nine Months Ended September 30, 2018 | Nine Months Ended September 30, 2017 (3) | ||||||||||||||||||||
(in thousands of $) | Vessel operations | FLNG | Power | Other (1) | Total | Vessel operations | FLNG | Power | Other (1) | Total | ||||||||||||
Total operating revenues | 175,564 | 73,101 | — | — | 248,665 | 85,950 | — | — | — | 85,950 | ||||||||||||
Depreciation and amortization | (49,252 | ) | (16,142 | ) | — | — | (65,394 | ) | (59,937 | ) | — | — | — | (59,937 | ) | |||||||
Other operating expenses | (158,964 | ) | (30,369 | ) | — | — | (189,333 | ) | (113,888 | ) | (381 | ) | — | — | (114,269 | ) | ||||||
Other operating gains and losses | 36,000 | 187,366 | — | — | 223,366 | — | — | — | — | — | ||||||||||||
Operating income (loss) | 3,348 | 213,956 | — | — | 217,304 | (87,875 | ) | (381 | ) | — | — | (88,256 | ) | |||||||||
Inter segment operating income (loss) (2) | 269 | — | — | (269 | ) | — | 1,770 | — | — | (1,770 | ) | — | ||||||||||
Segment operating (loss) income | 3,617 | 213,956 | — | (269 | ) | 217,304 | (86,105 | ) | (381 | ) | — | (1,770 | ) | (88,256 | ) | |||||||
Equity in net earnings (losses) of affiliates | 15,485 | (2,047 | ) | (16,985 | ) | — | (3,547 | ) | (1,359 | ) | (5,281 | ) | (12,460 | ) | — | (19,100 | ) | |||||
Balance Sheet: | September 30, 2018 | December 31, 2017 | ||||||||||||||||||||
(in thousands of $) | Vessel operations | FLNG | Power | Other (1) | Total | Vessel operations | FLNG | Power | Other (1) | Total | ||||||||||||
Total assets | 3,008,178 | 1,925,688 | 258,599 | (5,381 | ) | 5,187,084 | 3,025,244 | 1,515,463 | 228,696 | (5,116 | ) | 4,764,287 | ||||||||||
Investments in affiliates | 443,623 | — | 258,599 | — | 702,222 | 472,482 | 2,047 | 228,696 | — | 703,225 |
Nine Months Ended September 30, | ||||||||
(in thousands of $) | 2018 | 2017 | ||||||
Cool Pool (note 16) | 141,024 | 61 | % | 62,113 | 90 | % | ||
Perenco and SNH (note 5) | 73,101 | 31 | % | — | — | % | ||
An energy and logistics company | 6,907 | 3 | % | 6,907 | 10 | % |
(in thousands of $) | Contract assets (1) | Contract liabilities (2) | ||
Opening balance on January 1, 2018 | 17,245 | — | ||
Payments received for services billed | (14,558 | ) | — | |
Services provided and billed in current period | 84,336 | 33,763 | ||
Payments received for services billed in current period | (65,089 | ) | — | |
Impairment | (1,006 | ) | — | |
Deferred commissioning period billing | — | (1,412 | ) | |
Closing balance on September 30, 2018 | 20,928 | 32,351 |
• | $3.1 million is included in balance sheet line item "Amounts due from related parties" under current assets ($7.2 million at December 31, 2017), and |
• | $0.8 million is included in "Amounts due to related parties" under current liabilities ($10.0 million at December 31, 2017). |
Nine Months Ended September 30, | ||||
(in thousands of $) | 2018 | 2017 | ||
Base tolling fee (1) | 68,552 | — | ||
Amortization of deferred commissioning period billing (2) | 1,412 | — | ||
Amortization of Day 1 gain (3) | 3,329 | — | ||
Other | (192 | ) | — | |
Total | 73,101 | — |
(in thousands of $) | Nine Months Ended September 30, | ||||
2018 | 2017 | ||||
Net income (loss) attributable to Golar LNG Ltd stockholders - basic and diluted | 81,529 | (183,526 | ) |
(in thousands) | Nine Months Ended September 30, | ||||
2018 | 2017 | ||||
Basic: | |||||
Weighted average number of common shares outstanding | 100,665 | 100,599 | |||
Dilutive: | |||||
Dilutive impact of share options | 169 | — | |||
Weighted average number of common shares outstanding | 100,834 | 100,599 |
Nine Months Ended September 30, | |||||||
2018 | 2017 | ||||||
Basic | $ | 0.81 | $ | (1.82 | ) | ||
Diluted | $ | 0.81 | $ | (1.82 | ) |
(in thousands of $) | Nine Months Ended September 30, | |||
2018 | 2017 | |||
Mark-to-market adjustment for interest rate swap derivatives | 6,059 | 1,056 | ||
Unrealized mark-to-market (losses) gains on Earn-Out Units (see note 12) | (7,400 | ) | 2,000 | |
Mark-to-market adjustment for equity derivatives | (10,757 | ) | (3,841 | ) |
Mark-to-market adjustment for foreign exchange swap derivatives | (160 | ) | 1,365 | |
(12,258 | ) | 580 |
(in thousands of $) | Nine Months Ended September 30, | |||
2018 | 2017 | |||
Interest income (expense) on undesignated interest rate swaps | 5,322 | (3,436 | ) | |
Foreign exchange loss on operations | (973 | ) | — | |
Amortization of debt guarantee | 539 | 1,234 | ||
Financing arrangement fees and other costs | (54 | ) | (283 | ) |
Others | (213 | ) | (1,590 | ) |
4,621 | (4,075 | ) |
(in thousands of $) | 2018 (1) | 2019 | 2020 | 2021 | 2022 | 2023+ |
Golar Glacier | 4,310 | 17,100 | 17,147 | 17,100 | 17,100 | 29,984 |
Golar Kelvin | 4,310 | 17,100 | 17,147 | 17,100 | 17,100 | 32,795 |
Golar Snow | 4,310 | 17,100 | 17,147 | 17,100 | 17,100 | 32,795 |
Golar Ice | 4,310 | 17,100 | 17,147 | 17,100 | 17,100 | 35,700 |
Golar Tundra (2)(3) | 5,800 | 22,437 | 21,548 | 20,610 | 19,697 | 50,863 |
Golar Seal (3) | 3,736 | 15,193 | 15,151 | 15,151 | 15,151 | 45,495 |
Golar Crystal (2) | 3,127 | 12,440 | 12,335 | 12,175 | 12,050 | 49,508 |
Hilli (2) | 32,575 | 128,418 | 123,526 | 118,800 | 114,075 | 521,518 |
(in thousands of $) | Golar Glacier | Golar Kelvin | Golar Snow | Golar Ice | Golar Tundra | Golar Seal | Golar Crystal | Hilli | September 30, 2018 | December 31, 2017 | |||||||||||
Assets | Total | Total | |||||||||||||||||||
Restricted cash and short-term deposits | 23,272 | 67,109 | 16,436 | 18 | — | 25,750 | 2,798 | 53,051 | 188,434 | 130,063 | |||||||||||
Liabilities | |||||||||||||||||||||
Debt: | |||||||||||||||||||||
Current portion of long-term debt and short-term debt (1) | 39,316 | 182,540 | 30,402 | 122,208 | 125,937 | 143,849 | 5,879 | 148,880 | 799,011 | 833,664 | |||||||||||
Long-term interest bearing debt - non-current portion (1) | 117,880 | — | 123,228 | — | — | — | 92,181 | 764,250 | 1,097,539 | 252,691 | |||||||||||
157,196 | 182,540 | 153,630 | 122,208 | 125,937 | 143,849 | 98,060 | 913,130 | 1,896,550 | 1,086,355 |
(in thousands of $) | September 30, 2018 | |
Net income attributable to stockholders of Golar LNG Limited | 81,529 | |
Transfer to the non-controlling interests: increase in Golar LNG Limited’s paid-in capital for sale of 1,096 Hilli Common Units in July 2018 | 304,468 | |
Changes from net income attributable to stockholders of Golar LNG Limited and transfers to non-controlling interests | 385,997 |
(in thousands of $) | Hilli LLC (2) | |
Assets | ||
Cash and short-term deposits | 101,074 | |
Restricted cash and short-term deposits | 53,051 | |
Vessels and equipment, net | 1,313,475 | |
Other non-current assets | 287,432 | |
1,755,032 | ||
Liabilities | ||
Current portion of long-term debt and short-term debt (1) | 148,569 | |
Long-term interest bearing debt - non-current portion (1) | 762,533 | |
911,102 |
(in thousands of $) | September 30, 2018 | December 31, 2017 | ||
Restricted cash relating to the total return equity swap | 69,382 | 58,351 | ||
Restricted cash in relation to the Hilli (1) | 175,482 | 174,737 | ||
Restricted cash and short-term deposits held by lessor VIEs | 188,434 | 130,063 | ||
Restricted cash relating to the $1.125 billion debt facility | 22,986 | 33,752 | ||
Restricted cash relating to office lease | 818 | 813 | ||
Bank guarantee | 674 | 99 | ||
Total restricted cash and short-term deposits | 457,776 | 397,815 | ||
Less: Amounts included in current restricted cash and short-term deposits | (302,456 | ) | (222,265 | ) |
Long-term restricted cash | 155,320 | 175,550 |
(in thousands of $) | September 30, 2018 | December 31, 2017 | September 30, 2017 | December 31, 2016 | ||||
Cash and cash equivalents | 306,387 | 214,862 | 286,562 | 224,190 | ||||
Restricted cash and short-term deposits (current portion) | 302,456 | 222,265 | 270,087 | 183,693 | ||||
Restricted cash (non-current portion) | 155,320 | 175,550 | 182,416 | 232,335 | ||||
764,163 | 612,677 | 739,065 | 640,218 |
(in thousands of $) | December 31, 2017 | |
Purchase price installments | 962,709 | |
Interest costs capitalized | 116,416 | |
Other costs capitalized | 98,364 | |
1,177,489 |
Nine Months Ended September 30, | ||||
(in thousands of $) | 2018 | 2017 | ||
Share of net earnings (losses) in Golar Partners (1) | 15,541 | (1,763 | ) | |
Share of net loss in Golar Power | (16,985 | ) | (12,460 | ) |
Share of net loss in OneLNG | (2,047 | ) | (5,281 | ) |
Share of net (loss) earnings in Egyptian Company for Gas Services ("ECGS") | (56 | ) | 404 | |
(3,547 | ) | (19,100 | ) |
(in thousands of $) | September 30, 2018 | December 31, 2017 | ||
Golar Partners | 438,294 | 467,097 | ||
Golar Power | 258,599 | 228,696 | ||
OneLNG (1) | — | 2,047 | ||
ECGS | 5,329 | 5,385 | ||
Equity in net assets of affiliates | 702,222 | 703,225 |
(in thousands of $) | September 30, 2018 | December 31, 2017 | ||
Oil derivative instrument (1) | 280,470 | 94,700 | ||
Other non-current assets (2) | 25,130 | 37,891 | ||
Mark-to-market interest rate swaps valuation | 14,229 | 10,166 | ||
Investment in OLT Offshore LNG Toscana S.p.A (3) | 7,347 | 7,347 | ||
Derivatives - other (4) | — | 7,400 | ||
327,176 | 157,504 |
(in thousands of $) | September 30, 2018 | December 31, 2017 | ||
Golar Arctic facility | 60,125 | 65,600 | ||
Golar Viking facility | 48,177 | 52,083 | ||
2017 convertible bonds | 350,148 | 340,173 | ||
Margin loan (1) | 100,000 | 119,125 | ||
FLNG Hilli facility (2) | — | 525,000 | ||
Hilli shareholder loans (6) | — | 49,066 | ||
$1.125 billion facility (7) | 179,202 | 195,449 | ||
Subtotal (excluding lessor VIE loans) | 737,652 | 1,346,496 | ||
ICBCL VIE loans (3) | 617,365 | 641,936 | ||
CCBFL VIE loan (3) | 143,849 | 143,849 | ||
CMBL VIE loan (3) | 125,937 | 198,613 | ||
COSCO Shipping VIE loan (3)(4) | 98,727 | 104,006 | ||
CSSC VIE loan (2)(3)(5) | 913,130 | — | ||
Total debt | 2,636,660 | 2,434,900 | ||
Less: Deferred finance charges | (17,080 | ) | (24,053 | ) |
Total debt, net of deferred finance charges | 2,619,580 | 2,410,847 |
Golar debt | VIE debt (1) | Total debt | ||||
(in thousands of $) | ||||||
Current portion of long-term debt and short-term debt | 31,900 | 799,011 | 830,911 | |||
Long-term debt | 691,130 | 1,097,539 | 1,788,669 | |||
Total | 723,030 | 1,896,550 | 2,619,580 |
(in thousands of $) | Pension and post-retirement benefit plan adjustments | Share of affiliates' comprehensive income (loss) | Total accumulated comprehensive (loss) income | |||
Balance at December 31, 2016 | (12,956 | ) | 3,414 | (9,542 | ) | |
Other comprehensive income | — | 1,621 | 1,621 | |||
Balance at September 30, 2017 | (12,956 | ) | 5,035 | (7,921 | ) | |
Balance at December 31, 2017 | (12,799 | ) | 5,030 | (7,769 | ) | |
Other comprehensive loss | — | (27,868 | ) | (27,868 | ) | |
Balance at September 30, 2018 | (12,799 | ) | (22,838 | ) | (35,637 | ) |
September 30, 2018 | December 31, 2017 | ||||||||
(in thousands of $) | Fair value hierarchy | Carrying value | Fair value | Carrying value | Fair value | ||||
Non-Derivatives: | |||||||||
Cash and cash equivalents | Level 1 | 306,387 | 306,387 | 214,862 | 214,862 | ||||
Restricted cash and short-term deposits | Level 1 | 457,776 | 457,776 | 397,815 | 397,815 | ||||
Current portion of long-term debt and short-term debt (1)(2) | Level 2 | (833,691 | ) | (833,691 | ) | (1,393,229 | ) | (1,393,229 | ) |
Long-term debt - convertible bonds (2) | Level 2 | (350,148 | ) | (420,653 | ) | (340,173 | ) | (430,361 | ) |
Long-term debt (2) | Level 2 | (1,452,821 | ) | (1,452,821 | ) | (701,498 | ) | (701,498 | ) |
Derivatives: | |||||||||
Oil derivative instrument (6) | Level 2 | 280,470 | 280,470 | 94,700 | 94,700 | ||||
Interest rate swaps asset (3) | Level 2 | 16,225 | 16,225 | 10,166 | 10,166 | ||||
Foreign exchange swaps asset | Level 2 | 129 | 129 | 51 | 51 | ||||
Foreign exchange swaps liability | Level 2 | (460 | ) | (460 | ) | (223 | ) | (223 | ) |
Total return equity swap liability (3)(4) | Level 2 | (50,899 | ) | (50,899 | ) | (40,141 | ) | (40,141 | ) |
Earn-Out Units asset (5) | Level 2 | — | — | 7,400 | 7,400 |
Instrument (in thousands of $) | Notional value | Maturity dates | Fixed interest rates | |
Interest rate swaps: | ||||
Receiving floating, pay fixed | 1,250,000 | 2018 to 2021 | 1.13% to 1.94% |
September 30, 2018 | December 31, 2017 | |||||||||||||||||
(in thousands of $) | Gross amounts presented in the consolidated balance sheet | Gross amounts not offset in the consolidated balance sheet subject to netting agreements | Net amount | Gross amounts presented in the consolidated balance sheet | Gross amounts not offset in the consolidated balance sheet subject to netting agreements | Net amount | ||||||||||||
Total asset derivatives | 16,225 | — | 16,225 | 10,166 | — | 10,166 |
Nine Months Ended September 30, | ||||
(in thousands of $) | 2018 | 2017 | ||
Management and administrative services revenue (a) | 5,777 | 5,066 | ||
Ship management fees revenue (b) | 3,900 | 4,030 | ||
Charterhire expense (c) | — | (14,908 | ) | |
Interest expense on deposits payable (d) | (4,779 | ) | (2,535 | ) |
Share options expense recharge (e) | — | 95 | ||
Total | 4,898 | (8,252 | ) |
(in thousands of $) | September 30, 2018 | December 31, 2017 | ||
Deposit payable (d) | — | (177,247 | ) | |
Methane Princess security lease deposit movement (f) | (2,988 | ) | (3,464 | ) |
Trading balances due from (owing to) Golar Partners and affiliates (g) | 12,928 | (4,144 | ) | |
Total | 9,940 | (184,855 | ) |
a) | Management and administrative services agreement - On March 30, 2011, Golar Partners entered into a management and administrative services agreement with Golar Management Limited ("Golar Management"), a wholly-owned subsidiary of Golar, pursuant to which Golar Management will provide to Golar Partners certain management and administrative services. The services provided by Golar Management are charged at cost plus a management fee equal to 5% of Golar Management’s costs and expenses incurred in connection with providing these services. Golar Partners may terminate the agreement by providing 120 days written notice. |
b) | Ship management fees - Golar and certain of its affiliates charge ship management fees to Golar Partners for the provision of technical and commercial management of Golar Partners' vessels. Each of Golar Partners’ vessels is subject to management agreements pursuant to which certain commercial and technical management services are provided by Golar Management. Golar Partners may terminate these agreements by providing 30 days written notice. |
c) | Charterhire expenses - For the nine months ended September 30, 2017, this consists of charterhire expenses that we incurred for the charter back from Golar Partners of the Golar Grand, less any time charter revenues that Golar Partners generated through subleasing the Golar Grand from Golar during the period. On November 1, 2017, the Golar Grand arrangement concluded. |
d) | Interest expense on deposits payable |
e) | Share options expense - This relates to a recharge of share option expense to Golar Partners in relation to share options in Golar granted to certain of Golar Partners directors, officers and employees. |
f) | Methane Princess Lease security deposit movements - This represents net advances from Golar Partners since its IPO, which correspond with the net release of funds from the security deposits held relating to the Methane Princess Lease. This is in connection with the Methane Princess tax lease indemnity provided to Golar Partners under the Omnibus Agreement. Accordingly, these amounts will be settled as part of the eventual termination of the Methane Princess Lease. |
g) | Trading balances - Receivables and payables with Golar Partners and its subsidiaries are comprised primarily of unpaid management fees, interest expense and expenses for management, advisory and administrative services and may include |
h) | Distributions from Golar Partners, net - During the nine months ended September 30, 2018 and 2017, we received total distributions from Golar Partners of $39.3 million and $38.5 million, respectively in respect of the common units and general partner units owned by us. We have a dividend payable of $1.9 million during the nine months ended September 30, 2018 from Hilli LLC in respect of the common units owned by Golar Partners. |
Nine Months Ended September 30, | ||||
(in thousands of $) | 2018 | 2017 | ||
Management and administrative services revenue | 3,640 | 3,470 | ||
Ship management fees income | 1,050 | 552 | ||
Debt guarantee compensation (a) | 539 | 592 | ||
Other | (247 | ) | 67 | |
Total | 4,982 | 4,681 |
(in thousands of $) | September 30, 2018 | December 31, 2017 | ||
Trading balances due to Golar Power and affiliates (b) | (6,571 | ) | (935 | ) |
Total | (6,571 | ) | (935 | ) |
a) | Debt guarantee compensation - In connection with the closing of the formation of the joint venture Golar Power with Stonepeak, Golar Power entered into agreements to compensate Golar in relation to certain debt guarantees relating to Golar Power and its subsidiaries. This compensation amounted to an aggregate of $0.5 million and $0.6 million income for the nine months ended September 30, 2018 and 2017, respectively. |
b) | Trading balances - Receivables and payables with Golar Power and its subsidiaries are comprised primarily of unpaid management fees, charterhire expenses, advisory and administrative services and may include working capital adjustments in connection with the initial formation of the joint venture and transaction with Stonepeak. In addition, certain receivables and payables arise when we pay an invoice on behalf of a related party and vice versa. Receivables and payables are generally settled quarterly in arrears. Trading balances owing to or due from Golar Power and its subsidiaries are unsecured, interest-free and intended to be settled in the ordinary course of business. They primarily relate to recharges for trading expenses paid on behalf of Golar Power, including ship management and administrative service fees due to us. |
Nine Months Ended September 30, | ||||
(in thousands of $) | 2018 | 2017 | ||
Management and administrative services revenue | 1,399 | 3,797 | ||
Total | 1,399 | 3,797 |
(in thousands of $) | September 30, 2018 | December 31, 2017 | ||
Trading balances due from OneLNG (a) | 8,169 | 7,898 | ||
Total | 8,169 | 7,898 |
a) | Trading balances - Receivables and payables with One LNG and its subsidiaries are comprised primarily of unpaid management fees, charterhire expenses, advisory and administrative services. In addition, certain receivables and payables arise when we pay an invoice on behalf of a related party and vice versa. Receivables and payables are generally settled quarterly in arrears. Trading balances owing to or due from OneLNG are unsecured, interest-free and intended to be settled in the ordinary course of business. |
Nine Months Ended September 30, | ||||
(in thousands of $) | 2018 | 2017 | ||
Time and voyage charter revenues | 104,842 | 45,097 | ||
Time charter revenues - collaborative arrangement | 36,182 | 17,016 | ||
Voyage, charterhire and commission expenses | (10,969 | ) | (6,932 | ) |
Voyage, charterhire and commission expenses - collaborative arrangement | (50,434 | ) | (21,191 | ) |
Net income from the Cool Pool | 79,621 | 33,990 |
(in thousands of $) | September 30, 2018 | December 31, 2017 | ||
Cool Pool (a) | 16,839 | 14,004 | ||
16,839 | 14,004 |
a) | Trade accounts receivable includes amounts due from the Cool Pool arising from our collaborative arrangement, amounting to $16.8 million as of September 30, 2018 (December 31, 2017: $14.0 million). From our participation in the Cool Pool, we recognized net income of $79.6 million and $34.0 million for the nine months ended September 30, 2018 and 2017, respectively. |
(in thousands of $) | September 30, 2018 | December 31, 2017 | ||
Book value of vessels secured against long-term loans | 3,269,907 | 2,032,747 |
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS | 1 |
SECTION 1.01. | Certain Defined Terms 1 |
SECTION 1.02. | Times of Day 31 |
SECTION 1.03. | Accounting Terms 31 |
SECTION 1.04. | Principles of Construction 31 |
ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES | 32 |
SECTION 2.01. | The Loans 32 |
SECTION 2.02. | The Subsequent Advance 33 |
SECTION 2.03. | Repayment of Loans 33 |
SECTION 2.04. | Interest 33 |
SECTION 2.05. | Maximum Interest 33 |
SECTION 2.06. | Interest Rate Determinations 34 |
SECTION 2.07. | Termination of Commitments; Prepayments of Loans 34 |
SECTION 2.08. | Share Price Breach; Collateral 37 |
SECTION 2.09. | Increased Costs 40 |
SECTION 2.10. | Taxes 42 |
SECTION 2.11. | Illegality 45 |
SECTION 2.12. | Compensation for Losses 45 |
SECTION 2.13. | Evidence of Debt 46 |
SECTION 2.14. | Payments and Computations 47 |
SECTION 2.15. | Administrative Agent’s Clawback 47 |
SECTION 2.16. | Sharing of Payments by Lenders 48 |
ARTICLE III CONDITIONS OF LENDING | 49 |
SECTION 3.01. | Conditions Precedent Loan 49 |
ARTICLE IV REPRESENTATIONS AND WARRANTIES | 52 |
SECTION 4.01. | Representations and Warranties of Borrower 52 |
ARTICLE V COVENANTS OF BORROWER | 59 |
SECTION 5.01. | Affirmative Covenants 59 |
SECTION 5.02. | Negative Covenants 64 |
ARTICLE VI EVENTS OF DEFAULT | 67 |
SECTION 6.01. | Events of Default 67 |
SECTION 6.02. | Certain Provisions Related to Pledged Shares 71 |
SECTION 6.03. | Application of Funds 71 |
SECTION 6.04. | Lenders’ Rights With Respect to Collateral 73 |
ARTICLE VII AGENTS | 75 |
SECTION 7.01. | Appointment and Authority 75 |
SECTION 7.02. | Rights as a Lender 76 |
SECTION 7.03. | Exculpatory Provisions 76 |
SECTION 7.04. | Reliance by the Agents 77 |
SECTION 7.05. | Delegation of Duties 77 |
SECTION 7.06. | Resignation of Administrative Agent 78 |
SECTION 7.07. | Non-Reliance on Agents and Other Lenders 79 |
SECTION 7.08. | No Other Duties 79 |
SECTION 7.09. | Collateral and Guaranty Matters 79 |
SECTION 7.10. | Administrative Agent May File Proofs of Claim 80 |
SECTION 7.11. | Right to Indemnity 80 |
ARTICLE VIII MISCELLANEOUS | 81 |
SECTION 8.01. | Amendments, Etc 81 |
SECTION 8.02. | Notices; Effectiveness; Electronic Communications 83 |
SECTION 8.03. | No Waiver; Remedies; Securities Contracts 85 |
SECTION 8.04. | Costs and Expenses; Indemnification; Damage Waiver 86 |
SECTION 8.05. | Payments Set Aside 88 |
SECTION 8.06. | Assignments and Participations 89 |
SECTION 8.07. | Governing Law; Submission to Jurisdiction 93 |
SECTION 8.08. | Severability 94 |
SECTION 8.09. | Counterparts; Integration; Effectiveness; Electronic Execution 94 |
SECTION 8.10. | Survival of Representations 95 |
SECTION 8.11. | Confidentiality 95 |
SECTION 8.12. | No Advisory or Fiduciary Relationship 96 |
SECTION 8.13. | Right of Setoff 97 |
SECTION 8.14. | No Fiduciary Duty 98 |
SECTION 8.15. | USA PATRIOT Act Notice 98 |
SECTION 8.16. | Entire Agreement 99 |
SECTION 8.17. | Acknowledgment and Consent to Bail-In of EEA Financial Institutions 99 |
SECTION 1.01. | Certain Defined Terms. |
SECTION 1.02. | Times of Day. Unless otherwise specified, all references herein to times of day shall be references to New York time (daylight or standard, as applicable). |
SECTION 1.03. | Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with GAAP, applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the annual financial statements of the applicable Person, except as otherwise specifically prescribed herein. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Facility Document, and Borrower shall so request, the Required Lenders and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. |
SECTION 1.04. | Principles of Construction. |
SECTION 2.01. | The Loans. The parties hereto agree and acknowledge that on the Closing Date, the Initial Lender made a loan in Dollars to Borrower (the “Loan”) in an amount equal to the Commitment. Subject to the terms and conditions set forth herein, the Initial Lender agrees to make the Subsequent Advance with respect to the Loan on the Amendment Effective Date as set forth in Section 2.02, such that as of the Amendment Effective Date the amount of the Loan equals the Maximum Loan Amount, and to continue to make such Loan subject to the terms and conditions in this Agreement. The Loan shall continue to be made available by Lenders based on their Applicable Percentages in respect of the Facility. Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed. |
SECTION 2.02. | The Subsequent Advance. Subject to the terms and conditions set forth herein, the Initial Lender agrees to make a single additional advance in Dollars to Borrower on the Amendment Effective Date (the “Subsequent Advance”) in an amount equal to $1,747,657.26 by depositing such funds into the account specified in Schedule II. |
SECTION 2.03. | Repayment of Loans. Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of all Loans outstanding on such date. |
SECTION 2.04. | Interest. |
SECTION 2.05. | Maximum Interest. |
SECTION 2.07. | Termination of Commitments; Prepayments of Loans. |
SECTION 2.08. | Share Price Breach; Collateral. |
(A) | such release shall be effected for the purpose of settling a sale of Shares for cash in Dollars as long as (I) settlement of such sale will occur no later than one standard settlement cycle following execution thereof, (II) such sale is effected through the Lenders or their designated affiliates, on a Pro Rata Basis, pursuant to mutually satisfactory documentation, (III) Borrower represents that such sale complies in all respects with applicable securities laws and in all material respects with other applicable Law, all contractual restrictions binding on such Shares and/or transactions with respect to such Shares and all other material contractual restrictions and Issuer’s Organizational Documents, and (IV) one-hundred percent (100%) of the net cash proceeds will be applied first to pay the Total Accrued Loan Amount together with any amount required pursuant to Section 2.12 on a delivery-versus-payment basis against release of the Pledged Shares (any sale that satisfies the above conditions, a “Permitted Share Sale” and such amount, a “Required Sales Proceeds Amount”); or |
(B) | the LTV Ratio for each of the ten (10) consecutive Scheduled Trading Days prior to the date of such release has been, and immediately following such release and any other release otherwise requested or effected pursuant to Section 2.07 or this Section 2.08 will be, no greater than the then-current LTV Release Ratio; |
SECTION 2.09. | Increased Costs. |
SECTION 2.10. | Taxes. |
SECTION 2.11. | Illegality. Notwithstanding any other provision of this Agreement, if any Lender shall notify Administrative Agent and Borrower that (a) any Law makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for any Lender to perform its obligations to make Loans hereunder, or (b) the LIBOR for any Interest Period with respect to a Loan does not adequately and fairly reflect the cost to such Lender of funding or maintaining such Loan, the obligation of such Lender to make its Applicable Percentage of the Loans shall be terminated and all Loans of such Lender, all interest thereon and all other amounts payable under this Agreement to such Lender shall become due and payable five (5) Business Days’ after such notice. Any Lender that becomes aware of circumstances that would permit such Lender to notify Administrative Agent of any illegality under this Section 2.11 shall use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Lending Office if the making of such change would avoid or eliminate such illegality and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. |
SECTION 2.12. | Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, Borrower shall promptly compensate such Lender for and hold such Lender harmless from any actual and documented loss, cost or expense incurred by it as a result of: |
SECTION 2.13. | Evidence of Debt. |
SECTION 2.14. | Payments and Computations. |
SECTION 2.15. | Administrative Agent’s Clawback. |
SECTION 2.16. | Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its pro rata share thereof as provided herein (other than pursuant to Section 6.03), then Lender receiving such greater proportion shall (a) notify Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that: (i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of Borrower pursuant to and in accordance with the express terms of this, or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than an assignment to Borrower or any Affiliate thereof (as to which the provisions of this Section shall apply). Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower in the amount of such participation. |
SECTION 3.01. | Conditions Precedent to the Amendment and Restatement. This Agreement shall become effective as of (and the Initial Lender shall not be obligated to make the Subsequent Advance until) the first Business Day (the “Amendment Effective Date”) on which each of the following conditions have been satisfied or waived by each Lender hereunder: |
SECTION 4.01. | Representations and Warranties of Borrower. Borrower represents and warrants to Agents and Lenders that: |
SECTION 5.01. | Affirmative Covenants. On and after the Closing Date and so long as any Lender has any Loans outstanding or any Obligations have not been indefeasibly paid in full: |
SECTION 5.02. | Negative Covenants. On and after the Closing Date and so long as any Lender has any Loans outstanding or any Obligations have not been indefeasibly paid in full: |
SECTION 6.01. | Events of Default. If any of the following events (“Events of Default”) shall occur and are continuing: |
SECTION 6.02. | Certain Provisions Related to Pledged Shares. |
SECTION 6.03. | Application of Funds. |
SECTION 6.01. | Lenders’ Rights With Respect to Collateral. |
SECTION 7.01. | Appointment and Authority. |
SECTION 7.02. | Rights as a Lender. |
SECTION 7.03. | Exculpatory Provisions. |
SECTION 7.04. | Reliance by the Agents. |
SECTION 7.05. | Delegation of Duties. |
SECTION 7.06. | Resignation of Administrative Agent. |
SECTION 7.07. | Non-Reliance on Agents and Other Lenders |
SECTION 7.08. | No Other Duties |
SECTION 7.09. | Collateraland Guaranty Matters. Each Lender hereby further authorizes Administrative Agent and Collateral Agent to enter into the Facility Documents as secured party on behalf of and for the benefit of Lenders and agrees to be bound by the terms of the Facility Documents. Without limiting the provisions of Section 7.10, the Lenders irrevocably authorize Administrative Agent and Collateral Agent, at its option and in its discretion to release any Lien on any property granted to or held by Administrative Agent or Collateral Agent under any Facility Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than contingent indemnification |
SECTION 7.10. | Administrative Agent May File Proofs of Claim. |
SECTION 7.11. | Right to Indemnity. |
SECTION 8.01. | Amendments, Etc. |
SECTION 8.02. | Notices; Effectiveness; Electronic Communications. |
SECTION 8.03. | No Waiver; Remedies; Securities Contracts. |
SECTION 8.04. | Costs and Expenses; Indemnification; Damage Waiver. |
SECTION 8.05. | Payments Set Aside. To the extent that any payment by or on behalf of a Loan Party is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of |
SECTION 8.06. | Assignments and Participations. |
SECTION 8.07. | Governing Law; Submission to Jurisdiction. |
SECTION 8.08. | Severability. In case any provision in this Agreement or any other Facility Document shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Agreement or such other Facility Document, as the case may be, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. |
SECTION 8.09. | Counterparts; Integration; Effectiveness; Electronic Execution. |
SECTION 8.10. | Survival of Representations. All representations and warranties made hereunder and in any other Facility Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default or Event of Default at the time of any Loan, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied. |
SECTION 8.11. | Confidentiality. Each of the Agents and Lenders agrees to maintain the confidentiality of the Information (as defined below) pursuant to the requirements hereof in accordance with such Agent’s and such Lender’s customary procedures for handling confidential information of such nature, except that Information (together with any Non-public Information received by any Agent or any Lender relating to a Loan Party, the Guarantor Shares, the Issuer or the Shares) may be (a) used by any Lender, its affiliates, agents and/or hedging counterparties in connection with, or upon, the exercise of any remedies hereunder or under any other Facility Document or any action or proceeding relating to this Agreement or any other Facility Document or the enforcement of rights hereunder or thereunder and/or (b) disclosed (i) to such Agent’s or Lender’s Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives in accordance with such Agent’s and such Lender’s customary procedures for handling confidential information of such nature, (ii) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority), (iii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (iv) to any other party hereto, (v) in connection with the exercise of any remedies hereunder or under any other Facility Document or any action or proceeding relating to this Agreement or any other Facility Document or the enforcement |
SECTION 8.12. | No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Facility Document), each Loan Party acknowledges and agrees that: (a)(i) the arranging and other services regarding this Agreement provided by Administrative Agent are arm’s-length commercial transactions between a Loan Party and its Affiliates, on the one hand, and Administrative Agent and its Affiliates, on the other hand, (ii) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Facility Documents; (b)(i) each Agent is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for any Loan |
SECTION 8.13. | Right of Setoff. Upon the occurrence of an Event of Default, each Lender, Administrative Agent and their respective Affiliates (each, a “Set-off Party”) is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to any Loan Party or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) and any other indebtedness at any time held or owing by a Set-off Party (including, but not limited to, by any of their branches and agencies wherever located) to or for the credit or the account of a Loan Party or any of its Affiliates against and on account of the obligations and liabilities of a Loan Party or such Affiliate to the Set-off Party under this Agreement or under any of the other Facility Documents, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement or any other Facility Document, irrespective of whether or not the relevant Set-off Party shall have made any demand hereunder and although said obligations, liabilities or claims, or any of them, shall be contingent or unmatured or are owed to a branch or office of such Lender or Administrative Agent different from the branch or office holding such deposit or obligated on such indebtedness. The parties agree that the Collateral Account is a general and not special account. The rights of each Set-off Party under this Section 8.13 are in addition to other rights and remedies (including other rights of setoff) that such Lender or Administrative Agent, or their respective Affiliates may have. Each Lender agrees to notify to the applicable Loan Party and Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application. |
SECTION 8.14. | No Fiduciary Duty. Each Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this Section, the “Lenders”), may have economic interests that conflict with those of Borrower, its stockholders and/or its affiliates. Borrower agrees that nothing in the Facility Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and Borrower, its stockholders or its affiliates, on the other. Borrower acknowledges and agrees that: (a) the transactions contemplated by the Facility Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s length commercial transactions between the Lenders, on the one hand, and Borrower, on the other; and (b) in connection therewith and with the process leading thereto, (i) no Lender has assumed an advisory or fiduciary responsibility in favor of Borrower, its |
SECTION 8.15. | USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and Administrative Agent (for itself and not on behalf of any Lender) hereby notifies to each Loan Party that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies to each Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender or Administrative Agent, as applicable, to identify such Loan Party in accordance with the Act. Each Loan Party agrees to promptly provide any Lender or Administrative Agent with all of the information requested by such Person to the extent such Person deems such information reasonably necessary to identify such Loan Party in accordance with the Act. |
SECTION 8.16. | Entire Agreement. This Agreement and the other Facility Documents constitute the entire agreement between the parties hereto relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, between the parties hereto relating to the subject matter hereof. |
SECTION 8.17. | Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Facility Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Facility Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: |
(f) | Pledgor shall cause Cash Collateral to be posted to the Collateral Accounts subject to the Control of the relevant Applicable Lender, ratably, in accordance with the relevant Applicable Percentages under the Loan Agreement, as and when, and in the manner, required under the Loan Agreement and subject to any exceptions permitted therein. Pledgor shall also cause all Shares required by the Facility Documents to be Pledged Shares to be credited to the Collateral Accounts ratably, in accordance with the relevant Applicable Percentages and Share Segregation Condition, as and when, and in the manner required, under the Loan Agreement and subject to any exceptions permitted therein. |
Address for notices to Borrower: | |
Attention: Brian Tienzo | Electronic mail: Brian.Tienzo@golar.com |
Golar ML LLC | |
c/o Golar Management Limited | |
6th Floor The Zig Zag 70 Victoria Street London SW1E 6SQ United Kingdom | |
Address for notices to Guarantor: | |
Attention: Michael Ashford | Electronic mail: |
Golar LNG Limited | Michael.Ashford@golar.com |
2nd Floor, S.E. Pearman Building | |
9 Par-la-Ville Road | |
Hamilton, Bermuda HM 11 | |
With a copy to: Attention: Brian Tienzo | Electronic mail: Brian.Tienzo@golar.com |
Golar LNG Limited | |
c/o Golar Management Limited | |
6th Floor The Zig Zag 70 Victoria Street London SW1E 6SQ United Kingdom | |
Address for notices to Administrative Agent: | |
Citibank, N.A. 390 Greenwich Street New York, NY 10013 | Electronic mail: james.heathcote@citi.com, eric.natelson@citi.com, joseph.stoots@citi.com, michael.a.caravella.ii@citi.com, dustin.c.sheppard@citi.com, eq.us.corporates.middle.office@citi.com |
Address for notices to Citi: | |
Citibank, N.A. 390 Greenwich Street New York, NY 10013 | Electronic mail: james.heathcote@citi.com, eric.natelson@citi.com, joseph.stoots@citi.com, michael.a.caravella.ii@citi.com, dustin.c.sheppard@citi.com, eq.us.corporates.middle.office@citi.com |
1. | DEFINED TERMS 3 |
1.1 | Definitions 3 |
1.2 | Interpretation 4 |
2. | THE GUARANTY 4 |
2.1 | Guaranty of Obligations 4 |
2.2 | Limitation on Obligations Guarantied 5 |
2.3 | Nature of Guaranty; Continuing Guaranty; Waivers of Defenses, Etc. 5 |
2.4 | Rights of Reimbursement and Subrogation 7 |
2.5 | Payments 8 |
2.6 | Subordination of Other Obligations 8 |
2.7 | Financial Condition of the Borrower 9 |
2.8 | Bankruptcy, Etc. 9 |
2.9 | Duration of Guaranty. 9 |
2.10 | Reinstatement. 9 |
3. | REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE GUARANTOR. 10 |
3.1 | Representations and Warranties. 10 |
3.2 | Covenants. 13 |
4. | MISCELLANEOUS PROVISIONS. 16 |
4.1 | No Waiver 16 |
4.2 | Notices 16 |
4.3 | Expenses, Etc. 16 |
4.4 | Amendments 17 |
4.5 | Successors and Assigns 17 |
4.6 | Survival 17 |
4.7 | Captions 17 |
4.8 | Governing Law; Submission to Jurisdiction. 17 |
4.9 | Severability 18 |
4.10 | Counterparts; Integration; Effectiveness. 18 |
4.11 | Entire Agreement 19 |
4.12 | Acknowledgments 19 |
4.13 | Guaranty Enforceable by the Administrative Agent 19 |
1. | defined terms |
1.1 | Definitions. Unless otherwise defined herein, all capitalized terms used in this Guaranty that are defined in the Loan Agreement (including those terms incorporated by reference) shall have the respective meanings assigned to them in the Loan Agreement. In addition, the following terms shall have the following meanings under this Guaranty: |
1.2 | Interpretation. The rules of interpretation set forth in Section 1.04 of the Loan Agreement shall, to the extent not inconsistent with the terms of this Guaranty, apply to this Guaranty and are hereby incorporated by reference. |
2. | THE GUARANTY |
2.1 | Guaranty of Obligations. The Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, to the Administrative Agent, for the benefit of the Lender Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance of the Obligations by the Borrower when due (whether at the stated maturity, by acceleration or otherwise). The Guarantor shall be liable under its guaranty set forth in this Section 2.1, without any limitation as to amount, for all present and future Obligations, including specifically all future increases in the outstanding amount of the Loans or other Obligations and other future increases in the Obligations, whether or not any such increase is committed, contemplated or provided for by the Facility Documents on the date hereof. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all Obligations (including, without limitation, interest, fees, costs and expenses) that would be owed by any other obligor on the Obligations but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy proceeding involving such other obligor because it is the intention of the Guarantor and the Lender Parties that the Obligations that are guaranteed by the Guarantor pursuant hereto should be determined without regard to any rule of law or order that may relieve the Borrower or the Guarantor of any portion of such Obligations. |
2.2 | Limitation on Obligations Guarantied. (%3) Notwithstanding any other provision hereof, the right of recovery against the Guarantor under Section 2 hereof shall not exceed the lowest amount that would render the Guarantor’s obligations under Section 2 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the guaranty set forth herein and the obligations of the Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent and the Guarantor hereby irrevocably agree that the Obligations of the Guarantor under the guaranty set forth in Section 2 hereof at any time shall be limited to the maximum amount as will result in the Obligations of the Guarantor under the guaranty set forth in Section 2 hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under the guaranty set forth in Section 2 hereof and its related reimbursement rights but before taking into account any liabilities under any other guaranty by the Guarantor. For purposes of the foregoing, all guarantees of the Guarantor other than the guaranty under Section 2 hereof will be deemed to be enforceable and payable after the guaranty under Section 2 hereof. To the fullest extent permitted by applicable law, this Section 2.2(a) shall be for the benefit solely of creditors and representatives of creditors of the Guarantor and not for the benefit of the Guarantor or the holders of any Equity Interest in the Guarantor. |
2.3 | Nature of Guaranty; Continuing Guaranty; Waivers of Defenses, Etc. (%3) The Guarantor understands and agrees that the guaranty contained in this Section 2 shall be construed as a continuing guaranty of payment and performance and not merely of collectability. The Guarantor waives notice of acceptance, diligence, presentment, protest, marshaling, demand for payment and notice of dishonor, notice of default or notice of nonpayment to or upon the Borrower with respect to the Obligations. Without limiting the generality of the foregoing, this Guaranty and the obligations of the Guarantor hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, setoff, defense, counterclaim, discharge or termination for any reason (other than a Discharge of the Obligations). |
2.4 | Rights of Reimbursement and Subrogation. |
2.5 | Payments. The Guarantor hereby agrees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in Dollars in immediately available funds at the Administrative Agent’s office specified in the Loan Agreement. |
2.6 | Subordination of Other Obligations. Any indebtedness of the Borrower now or hereafter held by the Guarantor, whether as original creditor, assignee, or by way of subrogation, restitution or otherwise, is hereby subordinated in right of payment to the Obligations, and any such indebtedness collected or received by the Guarantor after an Event of Default has occurred and is continuing shall be held in trust for the Administrative Agent on behalf of the Lender Parties and shall forthwith be paid over to the Administrative Agent for the benefit of the Lender Parties to be credited and applied against the Obligations but without affecting, impairing or limiting in any manner the liability of the Guarantor under any other provision hereof. |
2.7 | Financial Condition of the Borrower. Any extension of credit may be made to the Borrower or continued from time to time without notice to or authorization from the Guarantor, regardless of the financial or other condition of the Borrower at the time of any such grant or continuation. No Lender Party shall have any obligation to disclose or discuss with the Guarantor its assessment, or the Guarantor’s assessment, of the financial condition of the Borrower or the Guarantor. The Guarantor represents and warrants that the Guarantor has adequate means to obtain information from the Borrower on a continuing basis concerning the financial condition of the Borrower and its ability to perform its obligations under the Facility Documents, and the Guarantor assumes the responsibility for being and keeping informed of the financial condition of the Borrower and of all circumstances bearing upon the risk of nonpayment of the Obligations. The Guarantor hereby waives and relinquishes any duty on the part of any Lender Party to disclose any matter, fact or thing relating to the business, operations or condition of the Borrower now known or hereafter known by any Lender Party. |
2.8 | Bankruptcy, Etc. Until a Discharge of the Obligations, the Guarantor shall not, without the prior written consent of the Administrative Agent, commence or join with any other person in commencing any bankruptcy proceeding of or against the Borrower. The obligations of the Guarantor hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or bankruptcy proceeding, voluntary or involuntary, of the Borrower or by any defense that the Borrower or the Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. To the fullest extent permitted by law, the Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar person to pay the Administrative Agent, or allow the claim of the Administrative Agent in respect of, any such interest, fees, costs and expenses or other Obligations accruing or arising after the date on which such case or proceeding is commenced. |
2.9 | Duration of Guaranty. The guaranty contained in this Section 2 shall remain in full force and effect until the Discharge of the Obligations. |
2.10 | Reinstatement. The guaranty contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded, disgorged or must otherwise be restored or returned by any Lender Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or the Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any substantial part of its property, or otherwise, all as though such payments had not been made; or if any Lender Party repays, restores, or returns, in whole or in part, any payment or property previously paid or transferred to the Lender Party in full or partial satisfaction of any Obligation, because the payment or transfer or the incurrence of the obligation is so satisfied, is declared to be void, voidable, or otherwise recoverable under any state or federal law (collectively a “Voidable Transfer”), or because such Lender Party elects to do so on the reasonable advice of its counsel in connection with an assertion that the payment, transfer, or incurrence is a Voidable Transfer, then, as to any such Voidable Transfer, or the amount thereof that the Lender Party repays, restores, or returns, and as to all reasonable and documented costs, expenses and attorney’s fees of the Lender Party related thereto, the liability of the Guarantor will automatically and immediately be revived, reinstated, and restored and will exist as though the Voidable Transfer had never been made. |
3. | REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE GUARANTOR. |
3.1 | Representations and Warranties. The Guarantor represents and warrants to the Administrative Agent on the date hereof, as of the Closing Date and as of each other date of repetition expressly set forth under the Loan Agreement: |
3.2 | Covenants. The Guarantor covenants and agrees that, until the Discharge of the Obligations, the Guarantor shall perform all covenants in this Section 3.2. |
4. | MISCELLANEOUS PROVISIONS. |
4.1 | No Waiver. No Lender Party shall by any act (except by a written instrument pursuant to Section 4.4), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of any Lender Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by any Lender Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that such Lender Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law. |
4.2 | Notices. Except as otherwise specified herein, all notices shall be in writing (including, without limitation, notice by telecopy or e-mail). All notices to the Administrative Agent shall be given in accordance with the terms of Section 8.02 of the Loan Agreement. All notices to the Guarantor shall be effective if given to the Guarantor in care of the Borrower at the Borrower’s address for notices in Section 8.02 of the Loan Agreement and otherwise in accordance with the terms of Section 8.02 of the Loan Agreement. Any notice addressed as provided above shall be deemed given on such day specified in Section 8.02 of the Loan Agreement. |
4.3 | Expenses, Etc. |
4.4 | Amendments. The Administrative Agent and the Guarantor hereby acknowledge and agree that the waiver, amendment and other provisions in Section 8.01 of the Loan Agreement apply to this Guaranty as to the Guarantor and are incorporated herein as though set forth in full. |
4.5 | Successors and Assigns. This Guaranty shall be binding upon the successors and assigns of the Guarantor and shall inure to the benefit of the Administrative Agent and the Lender Party and their successors and assigns; provided that the Guarantor may not assign, transfer or delegate any of its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and any such assignment, transfer or delegation without such consent shall be null and void. |
4.6 | Survival. All representations and warranties made in this Guaranty or in any certificate or other document delivered pursuant to or in connection with this Guaranty shall survive the execution and delivery of this Guaranty or such certificate or other document (as the case may be) or any deemed repetition of any such representation or warranty. |
4.7 | Captions. The table of contents, captions and section headings appearing in this Guaranty are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Guaranty. |
4.8 | Governing Law; Submission to Jurisdiction. |
4.9 | Severability. In case any provision in this Guaranty or any other Facility Document shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Guaranty or such other Facility Document, as the case may be, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. |
4.10 | Counterparts; Integration; Effectiveness. |
4.11 | Entire Agreement. THIS GUARANTY AND THE OTHER FACILITY DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. |
4.12 | Acknowledgments. The Guarantor hereby acknowledges that: |
4.13 | Guaranty Enforceable by the Administrative Agent. The Lender Parties agree (by their acceptance of the benefits of this Guaranty) that this Guaranty may be enforced only by the action of the Administrative Agent upon the instructions of the Required Lenders and that no Lender Party shall have any right to individually seek to enforce or to enforce this Guaranty. |
[X] | Pledgor is the “beneficial owner,” as defined in the Act, of the securities to be held by Securities Intermediary hereunder. |
[ ] | Pledgor objects |
(1) | Golar LNG Limited, a company incorporated in Bermuda with registered office at Par-la-Ville Place, 4th Floor, 14 Par-La-Ville Road, Hamilton HM 08, Bermuda) as pledgor (the "Pledgor"); |
(2) | NORDIC TRUSTEE ASA, a limited liability company incorporated in Norway with company registration no. 963 342 624 as bond trustee and security agent for the bondholders under the Bond Agreement (as defined below) (the "Pledgee"); and |
(3) | Nordea Bank AB (publ), filial i Norge, a Norwegian registered foreign company, with company registration no. 983 258 344] as paying agent (the "Paying Agent"). |
(A) | Pursuant to a bond agreement dated 5 March 2012 between the Pledgor as issuer and the Pledgee as bond trustee (the "Bond Agreement") the Pledgee has issued a series of bonds (the "Existing Bonds") in the amount of USD 250,000,000 (the "Existing Bond Issue"). |
(B) | The Pledgor is in the process of entering into a loan agreement providing for borrowing in the maximum amount of USD 150,000,000, with initial issue amount of USD 150,000,00 (the "New Borrowing") which will be settled on or about 3 March 2017 (the "New Loan Settlement") and part of the proceeds from the New Borrowing, together with cash held by the Pledgor (“Additional Cash”), will be used to repay in cash the Existing Bond Issue (including principal and interest), with settlement on 7 March 2017 (the "Existing Bond Cash Settlement"). |
(C) | In order to discharge certain obligations of the Pledgor under the Bond Agreement prior to the Existing Bond Cash Settlement, the Pledgor is initiating a bond defeasance procedure. As part of the defeasance process and the Existing Bond Cash Settlement, the Pledgor has agreed to enter into this Agreement in order to (i) grant security over an amount sufficient (A) for the Existing Bond Cash Settlement and (B) to ensure compliance with the Bond Agreement, and (ii) regulate the order of payments up to and following the Existing Bond Cash Settlement. |
(D) | The Paying Agent will, in such capacity and on behalf of the Pledgor; (i) perform certain payments and (ii) receive (A) the proceeds from the New Loan Settlement and (B) payment from the Pledgor of certain other funds necessary to fully be able to perform the Existing Bond Cash Settlement. |
(E) | Following receipt by the Paying Agent of proceeds from the New Loan Settlement, and the Additional Cash which will be provided by the Pledgor (the New Bond Loan Settlement proceeds and the Additional Cash received by the Paying Agent, the “Proceeds”), and subject to the conditions set out in this Agreement, the Pledgor is the beneficial owner of the proceeds from the New Loan Settlement and any other funds deposited by the Pledgor with the Paying Agent for the purposes described herein until the time where the Paying Agent has irrevocably applied such amounts towards the Existing Bond Cash Settlement, and the Paying Agent will be the debtor for any claims for payment of the Proceeds by the Pledgor (all such claims will be referred to as the "Claims"). |
1 | DEFINITIONS and construction |
1.1 | Definitions |
2 | pledge of claims |
2.1 | Pledge |
2.2 | Continuing security and release |
2.3 | Perfection |
3 | payments |
3.1 | Proceeds from the New Borrowing |
3.2 | Additional Cash |
3.3 | PAYMENT INSTRUCTIONS |
3.4 | INDEMNITY TO THE PAYING AGENT |
4 | GOVERNING LAW AND JURISDICTION |
for and on behalf of |
Golar LNG Limited |
as pledgor |
signature |
name in block letters |
for and on behalf of |
Nordic Trustee ASA |
as bond trustee |
signature |
name in block letters |
for and on behalf of |
Nordea Bank AB (publ), filial i Norge |
as paying agent |
signature |
name in block letters |
Re: | Loan Agreement among Golar ML LLC, as Borrower, Golar LNG Limited, as Guarantor, Citibank, N.A., as Administrative Agent, Collateral Agent and Calculation Agent, and the Lenders party thereto |
1. | The Company confirms that as of the date hereof, (i) it has reviewed the Pledge Agreement and the provisions of the other Facility Documents to the extent it deems necessary and to the extent that they relate to the Pledge, and has no objection thereto and (ii) the entry by the Borrower into the Pledge and any exercise of remedies by the Lenders related to the Pledge, as contemplated under the Pledge Agreement and the other applicable Facility Documents, will not violate or conflict with any policy of the Company (including the insider trading policy of the Company), the Second Amended and Restated Agreement of Limited Partnership of the Company, as amended through the date hereof (the “Partnership Agreement”) or other Organizational Document of the Company, as currently in effect, or any other agreement of the Company to which Guarantor or any of its affiliates is a party. |
2. | The Company will not take any actions for the primary intent or purpose of hindering or delaying the exercise of any remedies by the Administrative Agent or any Lender in connection with the Pledged Shares pursuant to the Pledge Agreement and other applicable Facility Documents. |
3. | Each of the Borrower and the Guarantor is currently an “affiliate” of the Company as such term is used in Rule 144. As of the date of this letter, the Borrower has, or is deemed to have, beneficially owned and fully paid for the Pledged Shares for at least one year (or solely in the case of IDR Reset Shares since October 19, 2016). |
4. | So long as the Company has not been notified of the termination of the Pledge Agreement, the Company shall pay all distributions on the Pledged Shares with a record date on or after the Closing Date to the applicable Collateral Account. The Borrower and the Guarantor hereby acknowledge and consent to the foregoing. |
5. | The Company confirms that the Pledged Shares have been validly issued, are fully paid and non-assessable and are not subject to any preemptive or similar rights (except as such non-assessability may be affected by Sections 30, 41, 51 and 60 of the Marshall Islands Limited Partnership Act and except as may be otherwise provided in Article V of the Partnership Agreement of the Company). |
6. | The Company acknowledges and agrees that: |
7. | The Company acknowledges and agrees that it will use reasonable best efforts (including by providing any required instructions to Company’s counsel) to cause the Transfer Agent to, by the date ten New York business days immediately following April 19, 2017, deliver or cause to be delivered the Initial Uncertificated Pledged Shares (or such number thereof that then constitute Pledged Shares) to the Collateral Account free of restrictive legends, registered in the name of The Depository Trust Company's nominee, maintained in the form of book entries on the books of The Depository Trust Company and allowed to be settled through The Depository Trust Company's regular book-entry settlement services, it being understood that the Company makes no representation, warranty or covenant as to compliance by Borrower or the Guarantor with their respective obligations (if any, as applicable) with respect to such Initial Uncertificated Pledged Shares. The obligations of the Company set forth in this Paragraph 8 are further subject to the delivery to the Transfer Agent by the Lender of one or more DWAC instruction letters in a form reasonably satisfactory to such Transfer Agent. |
8. | The Company acknowledges and agrees that, with respect to any Pledged Shares that are not registered in the name of The Depository Trust Company's nominee, maintained in the form of book entries on the books of The Depository Trust Company and allowed to be settled through The Depository Trust Company's regular book-entry settlement services (which shall include the Initial Certificated Pledged Shares and the Initial Uncertificated Pledged Shares until the delivery of such Shares pursuant to paragraphs 7 and 8, respectively), it will use reasonable best efforts (including by providing any required instructions to Company’s counsel) to cause the Transfer Agent to, within two New York business days after the receipt of the applicable Transfer Documents (as defined below), |
(iii) | in the case of Shares held in book-entry format on the books and records of the Transfer Agent, delivery to the Transfer Agent of undated stock powers executed by the party in whose name such Shares are registered (including, for the avoidance of doubt, by a representative acting with power of attorney on its behalf) in blank and bearing a “Z-level” medallion guaranty. |
Re: | Amended and Restated Loan Agreement among Golar ML LLC, as Borrower, Golar LNG Limited, as Guarantor, Citibank, N.A., as Administrative Agent, Collateral Agent and Calculation Agent, and the Lenders party thereto |
DATE: 25 SEPTEMBER 2018 |
GUARANTEE |
Between GOLAR POWER LIMITED and GOLAR LNG LIMITED (as Guarantors) and COMPASS SHIPPING 23 CORPORATION LIMITED (as Owner) |
(1) | GOLAR POWER LIMITED, registered in Bermuda with company number 51481, whose registered office is situated at 2nd Floor, S.E. Pearman Building, 9 Par-La-Ville Road, Hamilton, HM11, Bermuda (“Golar Power”); |
(2) | GOLAR LNG LIMITED, registered in Bermuda with company number 30506, whose registered office is situated at 2nd Floor, S.E. Pearman Building, 9 Par-La-Ville Road, Hamilton, HM11, Bermuda (“Golar LNG”) (Golar Power and Golar LNG together the “Guarantors” and each a “Guarantor”); and |
(3) | COMPASS SHIPPING 23 CORPORATION LIMITED, registered in the Marshall Islands with company number 93826, whose registered office is situated at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 (the “Owner”). |
(A) | Each Guarantor enters into this Guarantee in connection with a bareboat charter dated on or about the date hereof and made between the Owner, as owner, and the Charterer, as charterer, in respect of the Vessel (the “Bareboat Charter”). |
(B) | The Board of Directors of each Guarantor is satisfied that the giving of this Guarantee is in the interests of that Guarantor and each Board of Directors has passed a resolution to that effect. |
11. | DEFINITIONS AND INTERPRETATION |
11.1 | Terms defined in the Bareboat Charter shall, unless otherwise defined in this Guarantee, have the same meanings when used in this Guarantee and in addition in this Guarantee: |
11.2 | Any reference in this Guarantee to: |
1.2.1 | the “Owner”, any “Guarantor”, the “Charterer”, any “Relevant Person” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees; |
1.2.2 | an “asset” includes every kind of property, asset, interest or right, including any present, future or contingent right to any revenues or other payment; |
1.2.3 | “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent; |
1.2.4 | a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality); |
1.2.5 | a “regulation” includes any regulation, rule, official directive, request or guideline whether or not having the force of law of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation; |
1.2.6 | “tax” includes any present or future tax, duty, impost, levy or charge of any kind which is imposed by any state, any political sub-division of a state or any local or municipal authority (including any such imposed in connection with exchange controls), and any connected penalty, interest or fine; |
1.2.7 | a provision of law is a reference to that provision as amended or re-enacted; and |
1.2.8 | words and expressions not otherwise defined in this Guarantee shall, where the context permits, be construed in accordance with the provisions of the Companies Act 2006. |
11.3 | Clause and Schedule headings are for ease of reference only. |
11.4 | Any reference in this Guarantee to any Pertinent Document or any other agreement or other document shall be construed as a reference to that Pertinent Document or that other agreement or document as the same may have been, or may from time to time be, restated, varied, amended, extended, supplemented, substituted, novated or assigned, whether or not as a result of any of the same: |
1.4.1 | there is an increase or decrease in any facility, purchase price or funding made available under any Pertinent Document or other agreement or document or an increase or decrease in the period for which any facility, purchase price or funding is available or in which it is repayable; |
1.4.2 | any additional, further or substituted facility, purchase price or funding to or for such facility, purchase price or funding is provided; |
1.4.3 | any rate of interest, commission or fees or relevant purpose is changed; |
1.4.4 | the identity of the parties is changed; |
1.4.5 | the identity of the providers of any security is changed; |
1.4.6 | there is an increased or additional liability on the part of any person; or |
1.4.7 | a new agreement is effectively created or deemed to be created. |
11.5 | Any reference in this Guarantee to “this Guarantee” shall be deemed to be a reference to this deed of guarantee as a whole and not limited to the particular Clause, Schedule or provision in which the relevant reference appears and to this Guarantee as restated, varied, amended, extended, supplemented, substituted, novated or assigned from time to time and any reference in this Guarantee to a “Clause” or a “Schedule” is, unless otherwise provided, a reference to a Clause or a Schedule of this Guarantee. |
11.6 | Unless the context otherwise requires, words denoting the singular number only shall include the plural and vice versa. |
11.7 | Where any provision of this Guarantee is stated to include one or more things, that shall be by way of example or for the avoidance of doubt only and shall not limit the generality of that provision. |
11.8 | It is intended that this document shall take effect as and be a deed of each Guarantor notwithstanding the fact that the Owner may not execute this document as a deed. |
11.9 | Any change in the constitution of the Owner or its absorption of or amalgamation with any other person or the acquisition of all or part of its undertaking by any other person shall not in any way prejudice or affect its rights under this Guarantee. |
11.10 | Any liberty or power which may be exercised or any determination which may be made under this Guarantee by the Owner may be exercised or made in its absolute and unfettered discretion without any obligation to give reasons. |
11.11 | Nothing in this Guarantee is intended to confer on any person any right to enforce or enjoy the benefit of any provision of this Guarantee which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999. |
12. | GUARANTEE AND INDEMNITY |
2.1.1 | guarantees to the Owner punctual payment, performance and discharge by the Relevant Persons of all of the Guaranteed Liabilities; |
2.1.2 | undertakes with the Owner that whenever a Relevant Person does not pay any amount or perform or discharge any obligation in respect of any of its Guaranteed Liabilities when due or required, that Guarantor shall within three (3) Business Days of receipt of a demand pay that amount or perform or discharge that obligation as if it was the principal obligor; and |
2.1.3 | agrees with the Owner that if, for any reason, any amount claimed by the Owner under this Clause 2 is not recoverable on the basis of a guarantee, that Guarantor shall be liable as a principal debtor and primary obligor to indemnify the Owner on demand against any cost, loss or liability the Owner incurs as a result of a Relevant Person not paying, performing or discharging any amount or obligation expressed to be payable by it or otherwise due from it in respect of any of its Guaranteed Liabilities on the date when it is expressed to be due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2 if the amount claimed had been recoverable on the basis of a guarantee. |
12.2 | The covenants contained in this Clause 2 shall not extend to or include any liability or sum which would otherwise cause any such covenant to be unlawful or prohibited by any applicable law. |
13. | EXPENSES, STAMP TAXES AND INDEMNITIES |
13.1 | Each Guarantor shall within three (3) Business Days of receipt of a demand by the Owner pay to the Owner the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with the negotiation, preparation, printing and execution of this Guarantee and any other documents referred to in this Guarantee and in responding to, evaluating, negotiating or complying with, any request for an amendment, waiver, consent, discharge or release made by that Guarantor in relation to this Guarantee. |
13.2 | Each Guarantor shall within three (3) Business Days of receipt of a demand by the Owner pay to the Owner the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of, or the defence, protection and/or preservation of, any rights, remedies and powers under this Guarantee and any proceedings instituted by or against the Owner as a consequence of taking or holding this Guarantee or enforcing any such rights, powers and remedies. |
13.3 | Each Guarantor shall pay, and shall within three (3) Business Days of receipt of a demand indemnify the Owner against any cost, loss or liability it incurs in relation to, all stamp duty, registration and similar taxes payable in connection with the entry into, performance or enforcement, of this Guarantee or any judgment given in connection with this Guarantee. |
13.4 | Each Guarantor shall promptly indemnify the Owner and its managers, agents, officers and employees against any cost, loss or liability incurred by any of them as a result of: |
3.4.1 | any default or delay by that Guarantor in the performance of any of the obligations expressed to be assumed by it in this Guarantee or any of the representations and warranties expressed to be made by it in this Guarantee being untrue or misleading; |
3.4.2 | the taking, holding, protection or enforcement of this Guarantee; and |
3.4.3 | the exercise of any of the rights, powers, discretions and remedies vested in the Owner by this Guarantee, |
13.5 | If any sum owing by any Guarantor under this Guarantee (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of: |
3.5.1 | making or filing a claim or proof against that Guarantor; |
3.5.2 | obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings, or |
3.5.3 | applying the Sum in satisfaction of any of the Guaranteed Liabilities, |
(a) | the rate of exchange used to convert that Sum from the First Currency into the Second Currency; and |
(b) | the rate or rates of exchange available to the Owner at the time of its receipt of any amount paid to it in satisfaction, in whole or in part, of such claim, proof, order, judgment or award. |
13.6 | Each Guarantor waives any right it may have in any jurisdiction to pay any amount under this Guarantee in a currency or currency unit other than that in which it is denominated or, if different, is expressed to be payable. |
13.7 | Any cost or expense referred to in this Clause 3 is exclusive of any value added tax that might be chargeable in connection with that cost or expense. If any value added tax is so chargeable, it shall be paid by the relevant Guarantor at the same time as it pays the relevant cost or expense. |
14. | EFFECTIVENESS OF GUARANTEE |
14.1 | This Guarantee shall remain in full force and effect as a continuing guarantee for the Guaranteed Liabilities, unless and until discharged by the Owner, and will extend to the ultimate balance of all the Guaranteed Liabilities, regardless of any intermediate payment or discharge in whole or in part. |
14.2 | This Guarantee and all rights, powers and remedies of the Owner provided by or pursuant to this Guarantee shall be cumulative and in addition to, independent of, and not in any way prejudiced by, any other guarantee or security now or subsequently held by the Owner in respect of the Guaranteed Liabilities. No prior guarantee or security held by the Owner or any contractual or other legal rights of the Owner shall be superseded by, supersede or merge into, this Guarantee. |
14.3 | If any discharge, release or arrangement (whether in respect of the obligations of any Relevant Person or any security for those obligations or otherwise) is made by the Owner in whole or in part on the faith of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Guarantee will continue or be reinstated as if the discharge, release or arrangement had not occurred. |
14.4 | The Owner may concede or compromise any claim that any payment or any discharge is liable to avoidance or restoration. |
14.5 | This Guarantee will remain the property of the Owner after any payment by a Guarantor or any discharge given by the Owner (whether in respect of the obligations of the Charterer or any other Relevant Person or any security for those obligations or otherwise). |
14.6 | Neither the obligations of any Guarantor under this Guarantee nor the rights, powers and remedies of the Owner provided by or pursuant to this Guarantee will be affected by an act, omission, matter or thing which, but for this Clause 4.6, would reduce, release or prejudice any of its obligations under this Guarantee or any of those rights, powers and remedies (without limitation and whether or not known to it or the Owner) including: |
4.6.1 | any time, waiver or consent granted to, or composition with, any Relevant Person or any other person; |
4.6.2 | the release of any Relevant Person or any other person under the terms of any composition or arrangement with any creditor of any member of the Golar Group; |
4.6.3 | the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Relevant Person or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; |
4.6.4 | any incapacity or lack of power, authority or legal personality of, or dissolution or change in the members or status of, any Relevant Person or any other person; |
4.6.5 | any variation, amendment, novation, supplement, extension (whether of maturity or otherwise), substitution, restatement (however fundamental and whether or not more onerous) or replacement of any Pertinent Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in, any facility or the addition of any new facility under any Pertinent Document or other document or security; |
4.6.6 | any unenforceability, illegality or invalidity of any obligation of any Relevant Person or any other person under any Pertinent Document or any other document or security; or |
4.6.7 | any insolvency or similar proceedings. |
14.7 | Without prejudice to the generality of Clause 4.6 (Waiver of Defences), each Guarantor expressly confirms that it intends that the guarantee constituted by this Guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any Pertinent Document and/or any facility, purchase price, funding or amount made available under any Pertinent Document including, without limitation, any of the same which are for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; and/or any other variation or extension of the purposes for which any such facility or amount might be made available from time to time, together with any fees, costs and/or expenses associated with any of the foregoing. |
14.8 | Each Guarantor waives any right it may have of first requiring the Owner to proceed against or enforce any other rights or security or claim payment from any Relevant Person or any other person or file any proof or claim in any insolvency, administration, winding up or liquidation proceedings relating to such Relevant Person or any other person before claiming from it under this Guarantee. This waiver applies irrespective of any law or any provision of any Pertinent Document to the contrary. |
14.9 | Until all the Guaranteed Liabilities, and all amounts which may be or become due and payable in respect of the Guaranteed Liabilities, have been unconditionally and irrevocably paid, performed or discharged in full, the Owner may: |
4.9.1 | without affecting the liability of any Guarantor under this Guarantee: |
(a) | refrain from applying or enforcing any other moneys, security or rights held or received by it in respect of the Guaranteed Liabilities; or |
(b) | apply and enforce the same in such manner and order as it sees fit (whether against the Guaranteed Liabilities or otherwise) and no Guarantor shall be entitled to direct the appropriation of any such moneys, security or rights or to enjoy the benefit of the same; and/or |
4.9.2 | hold in a suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability in respect of the Guaranteed Liabilities. Amounts standing to the credit of any such suspense account shall bear interest at a rate reasonably considered by the Owner to be a fair market rate. |
14.10 | Until all the Guaranteed Liabilities, and all amounts which may be or become due and payable in respect of the Guaranteed Liabilities, have been unconditionally and irrevocably paid, performed or discharged in full and unless the Owner otherwise directs, no Guarantor shall exercise any rights which it may have by reason of performance by it of its obligations under this Guarantee or by reason of any amount being payable, or liability arising, under this Guarantee to: |
4.10.1 | be indemnified by the Charterer; |
4.10.2 | claim any contribution from any other guarantor of the obligations of the Charterer under any Pertinent Document; |
4.10.3 | take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights under any Pertinent Document or of any other guarantee or security taken pursuant to, or in connection with, any Pertinent Document by the Owner; |
4.10.4 | bring legal or other proceedings for an order requiring by a Relevant Person to make any payment, or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking or indemnity under Clause 2 (Guarantee and Indemnity); |
4.10.5 | exercise any right of set-off against a Relevant Person; and/or |
4.10.6 | claim, rank, prove or vote as a creditor of a Relevant Person or in its or their estate in competition with the Owner (or any trustee or agent on its behalf). |
14.11 | If a Guarantor receives any benefit, payment or distribution in relation to such rights, it shall hold that benefit, payment or distribution to the extent necessary to enable all the Guaranteed Liabilities, and all amounts which may be or become due and payable in respect of the Guaranteed Liabilities, to be paid, performed or discharged in full on trust for the Owner and shall promptly pay or transfer the same to the Owner or as the Owner may direct for application in accordance with Clause 9.1 (Order of Application). |
14.12 | No Guarantor shall take or receive any security from a Relevant Person or any other person in connection with its liability under this Guarantee. However, if any such security is so taken or received by any Guarantor: |
4.12.1 | it shall be held by that Guarantor on trust for the Owner, together with all moneys at any time received or held in respect of such security, for application in or towards payment and discharge of the Guaranteed Liabilities; and |
4.12.2 | on demand by the Owner, the relevant Guarantor shall promptly transfer, assign or pay to the Owner all security and all moneys from time to time held on trust by it under this Clause 4.12. |
15. | REPRESENTATIONS |
15.1 | Each Guarantor represents and warrants to the Owner as of the date hereof, on the Delivery Date and (in respect of Clauses 5.1.1 and 5.1.10 only) on each Payment Date as follows: |
5.1.1 | it is duly incorporated and validly existing under the laws of its state of incorporation; |
5.1.2 | it is not a Restricted Person nor is it in any way identified, either specifically or by reference, on any applicable Sanctions List issued by a Sanctions Authority; |
5.1.3 | it does not employ any officer which is a Restricted Person; |
5.1.4 | it has the corporate capacity, and has taken all corporate action and obtained all consents necessary: |
(a) | to execute this Guarantee; |
(b) | to make all the payments contemplated by, and to comply with, this Guarantee; |
5.1.5 | all the consents referred to in Clause 5.1.4 remain in force and nothing has occurred which makes this Guarantee liable to revocation; |
5.1.6 | this Guarantee constitutes its legal, valid and binding obligations enforceable against it in accordance with this Guarantee’s respective terms subject to the Legal Reservations and any relevant insolvency laws affecting creditors’ rights generally; |
5.1.7 | subject to the Legal Reservations, no third party has any Security Interest, other than the Permitted Security Interests or Security Interests to which the Owner has consented, or any other interest, right or claim over, in or in relation to this Guarantee or the Vessel or any moneys payable hereunder; |
5.1.8 | except for those disclosed, no legal or administrative action involving it has been commenced or taken which would reasonably likely to be adversely determined or, to the best of its knowledge, is likely to be commenced or taken which if so adversely determined might reasonably be expected to result in a material adverse effect on the its ability to perform its obligations under this Guarantee; |
5.1.9 | it has paid all taxes applicable to, or imposed on or in relation to it, its business or the Vessel, except for those being contested in good faith with adequate reserves or which if unpaid would not materially and adversely affect its ability to perform its obligations under this Guarantee; |
5.1.10 | subject to the Legal Reservations, the choice by it of English law to govern this Guarantee and the agreement by it to refer disputes to English courts are valid and binding; |
5.1.11 | neither it nor any of its assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgment, execution or other enforcement); |
5.1.12 | its obligations under this Guarantee are its direct, general and unconditional obligations and rank at least pari passu with all other present and future unsecured and unsubordinated creditors of it save for any obligation which is mandatorily preferred by law and not by virtue of any contract; and |
5.1.13 | no Termination Event has occurred which is continuing on the date of this Guarantee. |
16. | GENERAL UNDERTAKINGS |
16.1 | The undertakings in this Clause 6 remain in force from the date of this Guarantee for so long as any amount is outstanding under this Guarantee. |
16.2 | Each Guarantor shall promptly obtain, comply with and do all that is necessary to maintain in full force and effect, and supply certified copies to the Owner of, any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under this Guarantee and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of this Guarantee. |
16.3 | Each Guarantor shall comply in all respects with all Applicable Laws to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under this Guarantee. |
16.4 | Each Guarantor shall notify the Owner of any breach of any of the provisions of this Guarantee (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence. |
16.5 | Financial covenant definitions: |
(a) | deposits with first class international banks the maturity of which does not exceed twelve (12) months; |
(b) | tradeable bonds, certificates of deposit and other money market instruments or securities issued or guaranteed by the Norwegian or United States Governments; and |
(c) | any other instrument approved by the Owner; |
(d) | the value of Cash Equivalents shall be deemed to be their quoted price, as at any date of determination, on any recognised exchange (being an exchange recognised and approved by the Owner) on which the same are listed or any dealing facility through which the same are generally traded; and |
(e) | any cash or Cash Equivalents denominated in a currency other than dollars shall be deemed to have a value in dollars equal to the dollar equivalent thereof at the rate of exchange published daily by the Account Bank as at any date of determination; |
16.6 | Golar LNG shall ensure that at all times during the Charter Period: |
6.6.1 | its Tangible Net Worth shall be equal to or greater than $450,000,000; |
6.6.2 | the aggregate value of its Free Liquid Assets shall total not less than $50,000,000; and |
6.6.3 | the ratio of Current Assets to Current Liabilities of the Golar LNG Group (on a consolidated basis) shall be not less than 1:1. |
16.7 | On or within five (5) Business Days of each Payment Date, Golar LNG shall deliver a duly completed Compliance Certificate to the Owner signed by two (2) of its authorised signatories on its behalf setting out: |
6.7.1 | its Tangible Net Worth; |
6.7.2 | its Free Liquid Assets; and |
6.7.3 | the ratio of Current Assets to Current Liabilities of the Golar LNG Group (on a consolidated basis). |
16.8 | Within seven (7) Business Days of receiving a Compliance Certificate, the Owner must notify Golar LNG whether it agrees with the calculations set out in that Compliance Certificate, otherwise the Owner will be deemed to have agreed with the calculations. |
16.9 | If the Owner does not agree with any calculation in a Compliance Certificate, the Owner and Golar LNG shall consult in good faith to agree the relevant calculation as soon as possible. If not agreed within ten (10) Business Days of notification by the Owner under Clause 6.8 above, the matter will at the Guarantors’ expense be referred to the relevant Guarantor’s auditor whose written determination addressed to the Owner and the Guarantors shall (except in the case of fraud or manifest error) be final and binding. |
17. | FURTHER ASSURANCE |
18. | POWER OF ATTORNEY |
18.1 | Each Guarantor, by way of security, irrevocably appoints the Owner and its managers, agents, officers and employees severally and independently to be its attorney and in its name, on its behalf and as its act and deed to execute, deliver and perfect all documents and do all things which the attorney may consider to be required or desirable for: |
8.1.1 | carrying out any obligation imposed on that Guarantor by this Guarantee; and |
8.1.2 | enabling the Owner to exercise any of the rights, powers, authorities and discretions conferred on it by or pursuant to this Guarantee. |
18.2 | The power of attorney in this Clause 8 may only be exercised upon the occurrence of a Termination Event which is continuing. |
18.3 | Each Guarantor shall ratify and confirm whatever any attorney does or purports to do pursuant to its appointment under Clause 8.1 (Appointment and Powers). |
19. | APPLICATION OF MONEYS |
19.1 | All moneys received or recovered by the Owner (or its nominees) pursuant to this Guarantee shall be applied in the following order: |
9.1.1 | in or towards payment of all costs, losses, liabilities and expenses of the Owner under and incidental to this Guarantee and the exercise of any of its rights and powers, and all outgoings paid by it, under this Guarantee; and |
9.1.2 | in or towards payment of all other Guaranteed Liabilities or such part of them as is then due and payable to the Owner in accordance with the order of application set out in the Bareboat Charter. |
19.2 | Clause 9.1 (Order of Application) will override any appropriation made by any Guarantor. |
19.3 | If the Owner has made demand on any Guarantor under this Guarantee or if the Owner at any time receives, or is deemed to have received, notice of any other matter which may cause this Guarantee to cease to be a continuing guarantee, the Owner may open a new account in the name of the Charterer. |
19.4 | If the Owner does not open a new account, it shall nevertheless be treated as if it had done so at the time when the Owner made such demand or, as the case may be, the Owner received, or was deemed to have received, such notice. As from that time all payments made by or on behalf of the Charterer to the Owner shall be credited or be treated as having been credited to the new account of the Charterer and not as having been applied in reduction of the Guaranteed Liabilities. |
19.5 | For the purpose of or pending the discharge of any of the Guaranteed Liabilities, the Owner may (in its absolute discretion) convert any moneys received or recovered by it pursuant to this Guarantee or any moneys subject to application by it pursuant to this Guarantee from one currency to another and any such conversion shall be made at the Owner’s spot rate of exchange for the time being for obtaining such other currency with the first currency and the Guaranteed Liabilities shall be discharged only to the extent of the net proceeds of such conversion realised by the Owner. Nothing in this Guarantee shall require the Owner to make, or shall impose any duty of care on the Owner in respect of, any such currency conversion. |
110. | SET-OFF |
111. | PAYMENTS |
111.1 | Each Guarantor shall make all payments required to be made by it under this Guarantee available to the Owner (unless a contrary indication appears in this Guarantee) for value on the due date at the time and in such funds specified by the Owner as being customary at the time for settlement of transactions in the relevant currency in the place of payment. Payment shall be made in the currency in which the relevant indebtedness is denominated or, if different, is expressed to be payable and to such account in the principal financial centre of the country of that currency with such bank as the Owner specifies. |
111.2 | All payments to be made by any Guarantor under this Guarantee shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim. |
111.3 | Each Guarantor shall make all payments to be made by it under this Guarantee without any deduction or withholding for or on account of tax (excluding any FATCA Deduction), unless such a deduction or withholding is required by law. Each Guarantor, promptly upon becoming aware that it must make such a deduction or withholding (or that there is any change in the rate or the basis of such a deduction or withholding), shall notify the Owner accordingly. |
111.4 | If a deduction or withholding for or on account of tax from a payment under this Guarantee is required by law to be made by any Guarantor, the amount of the payment due from that Guarantor shall be increased to an amount which (after making any such deduction or withholding) leaves an amount equal to the payment which would have been due if no such deduction or withholding had been required. |
111.5 | If any Guarantor is required to make a deduction or withholding for or on account of tax from a payment under this Guarantee, that Guarantor shall make that deduction or withholding and any payment required in connection with that deduction or withholding within the time allowed and in the minimum amount required by law. Within thirty (30) days of making such a deduction or withholding or any payment required in connection with that deduction or withholding, the relevant Guarantor shall deliver to the Owner evidence reasonably satisfactory to the Owner that the deduction or withholding has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. |
112. | CERTIFICATES AND DETERMINATIONS |
113. | PARTIAL INVALIDITY |
114. | REMEDIES AND WAIVERS |
114.1 | No failure to exercise, nor any delay in exercising, on the part of the Owner, any right, remedy or power under this Guarantee shall operate as a waiver, nor shall any single or partial exercise of any right, remedy or power prevent any further or other exercise or the exercise of any other right, remedy or power. The rights, remedies and powers provided in this Guarantee are cumulative and not exclusive of any rights, remedies or powers provided by law. |
114.2 | Any amendment, waiver, consent, discharge or release by the Owner under this Guarantee must be in writing and may be given subject to any conditions thought fit by the Owner. Any waiver or consent shall be effective only in the instance and for the purpose for which it is given. |
11. | NOTICES |
11.1 | Clause 33 (Notices) of the Bareboat Charter relating to the giving of notices under the Bareboat Charter shall apply mutatis mutandis to each notice or other communication to be made or given under this Guarantee. |
11.1 | The notice details for Golar Power are: |
Address: | Golar Power Limited c/o Golar Management Ltd 6th Floor, The Zig Zag 70 Victoria Street London England SW1E 6SQ |
Attention: | Rodrigo Fortes |
Fax: | 44 207 063 7901 |
Email: | rodrigo.fortes@golar.com |
11.2 | The notice details for Golar LNG are: |
Address: | Golar LNG Limited c/o Golar Management Ltd 6th Floor, The Zig Zag 70 Victoria Street London England SW1E 6SQ |
Attention: | Rodrigo Fortes |
Fax: | 44 207 063 7901 |
Email: | rodrigo.fortes@golar.com |
11.3 | The notice details for the Owner are: |
Address: | Compass Shipping 23 Corporation Limited c/o CCB Financial Leasing Corporation Limited Ship Leasing Department 4th Floor, Building 4 ChangAnXingRong Center No.1 Naoshikou Street XiCheng District Beijing 100031 People’s Republic of China |
Attention: | Ms. Wenjuan Zhang |
Fax: | 86 10 67594102 |
Email: | zhangwenjuan@ccbleasing.com |
12. | NO RELIANCE BY THE GUARANTORS |
12.1 | Each Guarantor confirms to the Owner that, in entering into this Guarantee: |
2.1.1 | it has not relied on any representation made by or on behalf of the Owner or any written statement, advice, opinion or information given to it in good faith by or on behalf of the Owner and the Owner shall not have any liability to that Guarantor if it has in fact done so; and |
2.1.2 | it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with this Guarantee, including but not limited to the financial condition, status and nature of the Charterer and each other Relevant Person, and it has come to its own decision, without relying on the Owner, as to the likelihood of the Charterer and each other Relevant Person paying, performing and discharging the Guaranteed Liabilities and the Owner shall not have any liability to that Guarantor if it has not in fact done so. |
12.2 | Each Guarantor further confirms to the Owner that the Owner has no duty or responsibility either now or in the future to provide that Guarantor with any information relating to the financial condition, status or nature of the Charterer or any other Relevant Person. |
13. | COUNTERPARTS |
14. | ASSIGNMENT |
15. | GOVERNING LAW |
16. | ENFORCEMENT |
16.1 | The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Guarantee (including a dispute relating to the existence, validity or termination of this Guarantee or any non-contractual obligation arising out of or in connection with this Guarantee) (a “Dispute”). |
16.2 | Each Guarantor agrees that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly it will not argue to the contrary or take proceedings relating to a Dispute in any other courts. |
16.3 | Clauses 20.1 and 20.2 above are for the benefit of the Owner only. As a result, the Owner shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Owner may take concurrent proceedings in any number of jurisdictions. |
16.4 | Without prejudice to any other mode of service allowed under any relevant law, each Guarantor: |
6.4.1 | irrevocably appoints Golar Management Ltd, whose address for service is 6th Floor, The Zig Zag, 70 Victoria Street, London, England, SW1E 6SQ, as its agent for service of process in relation to any proceedings before the English courts in connection with this Guarantee; and |
6.4.2 | agrees that failure by an agent for service of process to notify the relevant Guarantor of the process will not invalidate the proceedings concerned. |
16.5 | If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the relevant Guarantor must promptly (and in any event within ten (10) Business Days of such event taking place) appoint another agent on terms acceptable to the Owner. Failing this, the Owner may appoint another agent for this purpose. |
1. | We refer to the Guarantee. This is a Compliance Certificate. Terms defined in the Guarantee have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate. |
2. | We confirm that: |
a. | in accordance with clause 6.6.1 of the Guarantee, the Tangible Net Worth of the Golar LNG Group is USD[●]; |
b. | in accordance with clause 6.6.2 of the Guarantee, the aggregate value of the Free Liquid Assets of the Golar LNG Group is USD[●]; and |
c. | in accordance with clause 6.6.3 of the Guarantee, the ratio of Current Assets to Current Liabilities of the Golar LNG Group (on a consolidated basis) is [●]. |
3. | We attach the [annual financial statements]/[quarterly financial statements] of the Golar LNG Group provided to the Owner pursuant to clause 36.1 of the Bareboat Charter, to demonstrate our confirmations in paragraph 2 above. |
Signed …............…...…...…...…...…... Authorised Signatory | |
Signed …............…...…...…...…...…... Authorised Signatory |
Executed and delivered as a deed by | ) | |
GOLAR POWER LIMITED | ) | /s/ Pernille Noraas |
acting by Pernille Noraas | ) | Attorney-in-fact |
in the presence of Emmalene Fick | ) ) | |
) | /s/ Emmalene Fick | |
) | Witness |
Executed and delivered as a deed by | ) | |
GOLAR LNG LIMITED | ) | /s/ Pernille Noraas |
acting by Pernille Noraas | ) | Attorney-in-fact |
in the presence of Emmalene Fick | ) ) | |
) | /s/ Emmalene Fick | |
) | Witness |
Document and Entity Information |
9 Months Ended |
---|---|
Sep. 30, 2018 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | GOLAR LNG LTD |
Entity Central Index Key | 0001207179 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2018 |
Document Fiscal Period Focus | Q3 |
Document Type | 6-K |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2018 |
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands |
9 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
||||||
Total operating revenues | $ 248,665 | $ 85,950 | |||||
Vessel operating expenses | 67,761 | 38,870 | |||||
Voyage and charterhire expenses | 15,307 | 20,637 | |||||
Administrative expenses | 38,867 | 27,188 | |||||
Project development expenses | 16,964 | 6,383 | |||||
Depreciation and amortization | [1] | 65,394 | 59,937 | ||||
Total operating expenses | 254,727 | 174,206 | |||||
Realized and unrealized gain on oil derivative instrument | 200,088 | 0 | |||||
Other operating gains and losses | [2] | 23,278 | 0 | ||||
Total other operating income | 223,366 | 0 | |||||
Operating income (loss) | 217,304 | (88,256) | |||||
Other non-operating income | |||||||
Other | 0 | 108 | |||||
Total other non-operating income | 0 | 108 | |||||
Financial income (expense) | |||||||
Interest income | 7,150 | 4,704 | |||||
Interest expense | (70,657) | (53,085) | |||||
(Losses) gains on derivative instruments | (12,258) | 580 | |||||
Other financial items, net | 4,621 | (4,075) | |||||
Net financial expense | (71,144) | (51,876) | |||||
Income (loss) before income taxes, equity in net earnings (losses) of affiliates and non-controlling interests | 146,160 | (140,024) | |||||
Income taxes | (640) | (1,070) | |||||
Equity in net earnings (losses) of affiliates | (3,547) | (19,100) | |||||
Net income (loss) | [1] | 141,973 | (160,194) | ||||
Net income attributable to non-controlling interests | (60,444) | (23,332) | |||||
Net income (loss) attributable to Golar LNG Limited | $ 81,529 | $ (183,526) | |||||
Basic and diluted loss per share (in USD per share) | $ 0.81 | $ (1.82) | |||||
Cash dividends declared and paid per share (in USD per share) | $ 0.225 | $ 0.15 | |||||
Other operating gain | $ 36,000 | ||||||
Other operating loss | 12,700 | ||||||
Time and Voyage Charter | |||||||
Total operating revenues | 123,414 | $ 52,004 | |||||
Liquefaction Services | |||||||
Total operating revenues | 73,101 | 0 | |||||
Vessel and Other Management Fees | |||||||
Total operating revenues | 15,968 | 16,930 | |||||
Collaborative Arrangement | |||||||
Voyage and charterhire expenses | 50,434 | 21,191 | |||||
Collaborative Arrangement | Time Charter | |||||||
Total operating revenues | $ 36,182 | $ 17,016 | |||||
|
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands |
9 Months Ended | |||
---|---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
|||
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | [1] | $ 141,973 | $ (160,194) | |
Other comprehensive (loss) income: | ||||
Net (loss) gain on qualifying cash flow hedging instruments | (5,038) | 1,621 | ||
Net loss on foreign currency translation | (22,830) | 0 | ||
Other comprehensive (loss) income | (27,868) | 1,621 | ||
Comprehensive income (loss) | 114,105 | (158,573) | ||
Comprehensive income (loss) attributable to: | ||||
Stockholders of Golar LNG Limited | 53,661 | (181,905) | ||
Non-controlling interests | $ 60,444 | $ 23,332 | ||
|
UNAUDITED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands |
Sep. 30, 2018 |
Dec. 31, 2017 |
|||||
---|---|---|---|---|---|---|---|
Current | |||||||
Cash and cash equivalents | $ 306,387 | $ 214,862 | |||||
Restricted cash and short-term deposits | 302,456 | 222,265 | |||||
Trade accounts receivable | [1] | 37,474 | 14,980 | ||||
Inventories | 5,998 | 7,408 | |||||
Other current assets | 15,982 | 6,047 | |||||
Amounts due from related parties | 18,109 | 7,898 | |||||
Total current assets | 686,406 | 473,460 | |||||
Non-current | |||||||
Restricted cash | 155,320 | 175,550 | |||||
Investments in affiliates | 702,222 | 703,225 | |||||
Asset under development | 0 | 1,177,489 | |||||
Vessels and equipment, net | 3,315,960 | 2,077,059 | |||||
Other non-current assets | 327,176 | 157,504 | |||||
Total assets | 5,187,084 | 4,764,287 | |||||
Current | |||||||
Current portion of long-term debt and short-term debt | 830,911 | 1,384,933 | |||||
Trade accounts payable | 7,573 | 70,430 | |||||
Accrued expenses | 157,970 | 105,895 | |||||
Other current liabilities (2) | [2] | 96,545 | 62,282 | ||||
Amounts due to related parties | 6,571 | 8,734 | |||||
Total current liabilities | 1,099,570 | 1,632,274 | |||||
Non-current | |||||||
Long-term debt | 1,788,669 | 1,025,914 | |||||
Amounts due to related parties | 0 | 177,247 | |||||
Other non-current liabilities | 152,449 | 132,548 | |||||
Total liabilities | 3,040,688 | 2,967,983 | |||||
Equity | |||||||
Stockholders' equity | 2,063,226 | 1,715,316 | |||||
Non-controlling interests | 83,170 | 80,988 | |||||
Total liabilities and stockholders' equity | $ 5,187,084 | $ 4,764,287 | |||||
|
UNAUDITED CONSOLIDATED STATEMENTS OF CASHFLOWS - USD ($) $ in Thousands |
9 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
||||||||
OPERATING ACTIVITIES | |||||||||
Net income (loss) | [1] | $ 141,973 | $ (160,194) | ||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||
Depreciation and amortization | [1] | 65,394 | 59,937 | ||||||
Amortization of deferred charges and debt guarantees | [1] | 6,750 | (2,306) | ||||||
Equity in net earnings (losses) of affiliates | [1] | 3,547 | 19,100 | ||||||
Dividends received, operating activities | [1],[2] | 15,837 | 25,079 | ||||||
Compensation cost related to share options | [1] | 9,113 | 6,196 | ||||||
Net foreign exchange loss | [1] | 973 | 2,034 | ||||||
Change in fair value of derivative instruments | [1] | 12,258 | (580) | ||||||
Change in assets and liabilities: | |||||||||
Trade accounts receivable | [1] | (22,494) | (1,191) | ||||||
Inventories | [1] | 1,410 | (2,313) | ||||||
Other current and non-current assets | [1] | 3,482 | (2,596) | ||||||
Amounts due to related companies | [1] | (13,050) | (32,706) | ||||||
Trade accounts payable | [1] | (26,092) | (2,376) | ||||||
Accrued expenses | [1] | 9,681 | 21,030 | ||||||
Other current and non-current liabilities | [1] | 39,099 | 16,396 | ||||||
Net cash provided by (used in) operating activities | [1] | 61,270 | (54,490) | ||||||
INVESTING ACTIVITIES | |||||||||
Additions to vessels and equipment | [1] | (2,999) | (1,233) | ||||||
Additions to asset under development | [1] | (116,715) | (169,542) | ||||||
Additions to investments in affiliates | [1] | (65,972) | (91,499) | ||||||
Dividends received, investing activities | [1],[2] | 23,760 | 13,434 | ||||||
Proceeds from disposals to Golar Partners | [1] | 0 | 70,000 | ||||||
Net cash used in investing activities | [1] | (161,926) | (178,840) | ||||||
FINANCING ACTIVITIES | |||||||||
Proceeds from short-term and long-term debt | [1] | 1,177,748 | 778,432 | ||||||
Repayments of short-term and long-term debt | [1] | (936,896) | (398,316) | ||||||
Payment for capped call in connection with bond issuance | [1] | 0 | (31,194) | ||||||
Cash effect of consolidating Hilli Lessor VIE | [1],[3] | 36,532 | 0 | ||||||
Cash dividends paid | [1] | (27,085) | (15,384) | ||||||
Proceeds from exercise of share options | [1] | 2,597 | 203 | ||||||
Financing costs paid | [1] | (754) | (1,564) | ||||||
Net cash provided by financing activities | [1] | 252,142 | 332,177 | ||||||
Net increase in cash, cash equivalents and restricted cash | [1] | 151,486 | 98,847 | ||||||
Cash, cash equivalents and restricted cash at beginning of period | [1] | 612,677 | 640,218 | ||||||
Cash, cash equivalents and restricted cash at end of period | [1] | 764,163 | 739,065 | ||||||
Energy Related Derivative - Oil | |||||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||
Change in fair value of derivative instruments | [1] | $ (186,611) | $ 0 | ||||||
|
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands |
Total |
Share Capital |
Treasury Shares |
Additional Paid-in Capital |
Contributed Surplus |
[1] | Accumulated Other Comprehensive (Loss) Income |
Accumulated Retained Earnings (Losses) |
Total before Non-controlling Interest |
Non-controlling Interest |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Beginning balance at Dec. 31, 2016 | $ 1,909,826 | $ 101,081 | $ (20,483) | $ 1,488,556 | $ 200,000 | $ (9,542) | $ 103,650 | $ 1,863,262 | $ 46,564 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Net income (loss) | (160,194) | [2] | (183,526) | (183,526) | 23,332 | |||||||||||||||
Dividends | (14,635) | (14,635) | (14,635) | |||||||||||||||||
Exercise of share options | 204 | 27 | 177 | 204 | ||||||||||||||||
Grant of share options | 7,866 | 7,866 | 7,866 | |||||||||||||||||
Forfeiture of share options | (120) | (120) | (120) | |||||||||||||||||
Other comprehensive income (see note 14) | 1,621 | 1,621 | 1,621 | |||||||||||||||||
Issuance of convertible bonds | 39,861 | 39,861 | 39,861 | |||||||||||||||||
Ending balance at Sep. 30, 2017 | 1,784,429 | 101,108 | (20,483) | 1,536,340 | 200,000 | (7,921) | (94,511) | 1,714,533 | 69,896 | |||||||||||
Beginning balance at Dec. 31, 2017 | 1,796,304 | 101,119 | (20,483) | 1,538,191 | 200,000 | (7,769) | (95,742) | 1,715,316 | 80,988 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Net income (loss) | 141,973 | [2] | 81,529 | 81,529 | 60,444 | |||||||||||||||
Dividends | (37,958) | (22,350) | (22,350) | (15,608) | ||||||||||||||||
Exercise of share options | 2,597 | 180 | 2,417 | 2,597 | ||||||||||||||||
Grant of share options | 11,026 | 11,159 | (133) | 11,026 | ||||||||||||||||
Forfeiture of share options | (1,492) | (1,492) | (1,492) | |||||||||||||||||
Effect of consolidating Hilli Lessor VIE | [3] | 28,703 | 28,703 | |||||||||||||||||
Sale of equity interest in common units | [4] | 177,977 | 304,468 | 304,468 | (126,491) | |||||||||||||||
Conversion of debt to equity (see note 13) | 55,134 | 55,134 | ||||||||||||||||||
Other comprehensive income (see note 14) | (27,868) | (27,868) | (27,868) | |||||||||||||||||
Ending balance at Sep. 30, 2018 | $ 2,146,396 | $ 101,299 | $ (20,483) | $ 1,854,743 | $ 200,000 | $ (35,637) | $ (36,696) | $ 2,063,226 | $ 83,170 | |||||||||||
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General |
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||
General | GENERAL Golar LNG Limited (the "Company" or "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. As of September 30, 2018, our fleet comprises of 12 LNG carriers, one Floating Storage Regasification Unit (''FSRU'') and one Floating Liquefaction Natural Gas vessel ("FLNG"). We also operate, under management agreements, Golar LNG Partners LP's ("Golar Partners" or the "Partnership") fleet of 10 vessels and Golar Power Limited's ("Golar Power") fleet of three vessels. Collectively with Golar Partners and Golar Power, our combined fleet is comprised of 18 LNG carriers, eight FSRUs and one FLNG. 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 anyone or more of its consolidated subsidiaries, or to all such entities. FLNG Hilli The Hilli Episeyo (the "Hilli") is in full commercial operation under the Liquefaction Tolling Agreement ("LTA") with Perenco Cameroon S.A. ("Perenco") and Société Nationale des Hydrocarbures ("SNH"). The LTA with Perenco and SNH (together, the "Customer"), was executed on November 29, 2017 and considered legally effective on December 19, 2017 when all conditions precedent were met. Following the effectiveness of the LTA, a derivative asset of $79.6 million was initially recognized, representing the fair value of the estimated discounted cash flows of payments due to us as a result of the Brent Crude price moving above the contractual floor of $60.00 per barrel over the contract term. The derivative asset is subsequently remeasured to fair value at each balance sheet date. The fair value as of September 30, 2018 and December 31, 2017 was $280.5 million and $94.7 million, respectively (see note 15). This resulted in the recognition of an unrealized gain of $185.8 million and $nil for the nine months ended September 30, 2018 and 2017, respectively, presented under "Other operating income" under the line item "Realized and unrealized gain on oil derivative instrument" in our consolidated statements of income (see note 2). The corresponding liability relating to the initial fair value of the oil derivative instrument ("Day 1 gain") of $79.6 million was deferred and is being released to earnings on a straight-line basis over the term of the LTA, presented under the line item "Liquefaction services revenue" in the consolidated statements of income (see note 5). Hilli Disposal On July 12, 2018 (the "Closing Date"), we and affiliates of Keppel Shipyard Limited ("Keppel") and Black & Veatch Corporation ("B&V") (together, the "Sellers"), completed the sale ("Hilli Disposal") to Golar Partners of common units in our consolidated subsidiary Golar Hilli LLC ("Hilli LLC") (the "Hilli Common Units"), which owns Golar Hilli Corp. ("Hilli Corp"), the disponent owner of the Hilli. The selling price for the Hilli Disposal was $658 million, less 50% of our net lease obligations under the Hilli Facility (see note 13) on the Closing Date and working capital adjustments. On August 15, 2017, concurrently with our entry into the purchase and sale agreement for the Hilli Disposal (the "Hilli Sale Agreement"), we received a deposit from Golar Partners, which, together with accrued interest, equaled $71.9 million on the Closing Date (the "Hilli deposit"), combined with Golar Partners’ payment for its exercise of the Tundra Put Right, which, together with accrued interest, equaled $110.1 million on the Closing Date (the "Deferred Purchase Price"). We applied the Hilli Deposit, the Deferred Purchase Price and interest accrued thereon as payment for the Hilli Disposal. We entered into the Amended and Restated Limited Liability Company Agreement of Hilli LLC (the "LLC Agreement") on July 12, 2018. The ownership interests in Hilli LLC are represented by three classes of units, the Hilli Common Units, the Series A Special Units and the Series B Special Units. After the Hilli Disposal, we own:
We are the managing member of Hilli LLC and are responsible for all operational, management and administrative decisions relating to Hilli LLC’s business and, as a result, we continue to consolidate both Hilli LLC and Hilli Corp. All three classes of ownership interests in Hilli LLC have certain participating and protective rights. We reflect Keppel and B&V’s ownership in Hilli LLC’s Series A Special Units and Series B Special Units as non-controlling interests in our financial statements. The LLC Agreement provides that within 60 days after the end of each quarter (commencing with the quarter ending September 30, 2018), we, in our capacity as the managing member of Hilli LLC, shall determine the amount of Hilli LLC’s available cash and appropriate reserves (including cash reserves for future maintenance capital expenditures, working capital and other matters), and Hilli LLC shall make a distribution to the unitholders of Hilli LLC (the "Hilli Unitholders") of the available cash, subject to such reserves. Hilli LLC shall make distributions to the Hilli Unitholders when, as and if declared by us; provided, however, that no distributions may be made on the Hilli Common Units on any distribution date unless Series A Distributions (defined below) and Series B Distributions (defined below) for the most recently ended quarter and any accumulated Series A Distributions and Series B Distributions in arrears for any past quarter have been or contemporaneously are being paid or provided for. Series A Special Units: The Series A Special Units rank senior to the Hilli Common Units and on par with the Series B Special Units. Upon termination of the LTA, Hilli LLC has a right to redeem the Series A Special Units from legally available funds at a redemption price of $1 plus any unpaid distributions. There are no conversion features on the Series A Special Units. "Series A Distributions" reflect all incremental cash receipts by Hilli Corp during such quarter when Brent Crude prices rise above $60 per barrel with contractually defined adjustments. Series B Special Units: The Series B Special Units rank senior to the Hilli Common Units and on par with the Series A Special Units. There are no conversion or redemption features on the Series B Special Units. Incremental returns generated from future vessel expansion capacity (currently uncontracted and excluding the exercise of additional capacity under the existing LTA) include cash receipts and contractually defined adjustments. Of such vessel expansion capacity distributions ("Series B Distributions"):
Hilli Common Units: Distributions attributable to Hilli Common Unitholders are not declared until any accumulated Series A Special Units and Series B Special Units distributions have been paid. As discussed above, Hilli Common Unitholders are entitled to receive a pro rata share of 5% of the vessel expansion capacity distributions. Impact of partial disposal: Hilli LLC is an entity where the economic results are allocated based on the LLC Agreement rather than relative ownership percentages. This is due to the different classes of equity within the Hilli LLC entity, as discussed above (Hilli Common Units, Series A Special Units, Series B Special Units). As the LLC Agreement is a substantive contractual arrangement that specifies the allocation of cash proceeds, management has allocated the results of the Hilli LLC entity based on this. The main assumption made in the above exercise was to make certain assumptions about the allocation of non-cash components. Specifically, the unrealized mark-to-market movement in the oil derivative instrument is allocated to the Series A Special Unit holders only as they are the only unit holders who benefit from the oil-linked revenues, and the cost of the Hilli asset is allocated between the Hilli Common Unit holders and the Series B Special Unit holders. This split follows the allocation of cash revenues associated with the capacity of the asset to the Hilli Common Unit holders and the Series B Special Unit holders and also the rights that such holders have in the event of Hilli LLC being liquidated, or in the event that there is an insurance payout related to the Hilli asset. Going concern The condensed consolidated financial statements have been prepared on a going concern basis. A pre-condition of the Golar Tundra lease financing with CMBL of $125.9 million (refer to note 8), which is secured on the vessel, is for the FSRU to be employed under an effective charter. Under the terms of our sale and lease back facility for the Golar Tundra, by virtue of our prior termination of the WAGL charter, we are required to find a replacement charter by June 30, 2019, or we could be required to refinance the FSRU. A similar pre-condition also applies to the Golar Seal lease financing with CCBFL of $143.8 million (refer to note 8), which is secured on the vessel, whereby the vessel is to be employed under an effective charter by December 31, 2018, or we could be required to refinance the LNG carrier. Accordingly, to address our anticipated working capital requirements over the next 12 months, in the event we are unable to secure a charter for the Golar Tundra or the Golar Seal, we are currently exploring our refinancing options, which may include seeking further extensions by the lenders of their deadlines for satisfaction of such. While we believe we will be able to obtain the necessary funds from these refinancings, we cannot be certain that the proposed new credit facilities will be executed in time or at all. However, we have a track record of successfully financing and refinancing our vessels, even in the absence of term charter coverage. In addition to vessel refinancings, if market and economic conditions are favorable, we may also consider further issuances of corporate debt or equity to increase liquidity. Our medium and long-term liquidity requirements are primarily for funding the investments for our conversion projects including potential investments into our joint venture, and repayment of long-term debt balances. Sources of funding for our medium and long-term liquidity requirements include new loans, refinancing of existing financing arrangements, public and private debt or equity offerings, and potential sales of our interests in our vessel owning subsidiaries operating under long-term charters (including additional sales of interests in Hilli LLC). With respect to the Greater Tortue / Ahmeyim Project with BP for a FLNG vessel, pursuant to the exchange of the Heads of Terms in April 2018, we commenced FEED work to be ready for a vessel conversion for a future expected notice to proceed from BP. The vessel conversion is contingent on a positive Final Investment Decision ("FID") being taken for the project by the project partners, which is expected by the end of 2018. In the event of a positive FID, we have commenced financing discussions in relation to funding our potential future conversion commitments. |
Accounting Policies |
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies | ACCOUNTING POLICIES Basis of accounting The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The condensed consolidated financial statements do not include all of the disclosures required in the annual consolidated financial statements, and should be read in conjunction with our annual financial statements for the year ended December 31, 2017. Significant accounting policies The accounting policies adopted in the preparation of the condensed consolidated financial statements for the nine months ended September 30, 2018 are consistent with those followed in the preparation of our audited consolidated financial statements for the year ended December 31, 2017, except for the following significant changes to our accounting policy "Revenue and related expense recognition" as a result of adopting the requirements of ASU 2014-09 "Revenue from Contracts with Customers (Topic 606)" (hereafter, ASC 606), for further changes, see note 3, updates to our "Principles of consolidation" accounting policy for changes to ownership interests, and as a result of a change in presentation of expenses in the statements of income in quarter ended September 30, 2018. Principles of consolidation Changes in our ownership interest while we retain a controlling financial interest in a subsidiary are accounted for as equity transactions. The carrying amount of the non-controlling interest is adjusted to reflect our changed ownership interest, with any difference between the fair value of consideration and the amount of the adjusted non-controlling interest being recognized in equity. Revenue and related expense recognition Time charter agreements Revenues include minimum lease payments under time charters and gross pool revenues. Revenues generated from time charters, which we classify as operating leases, are recorded over the term of the charter as service is provided. However, we do not recognize revenue if a charter has not been contractually committed to by a customer and ourselves, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage. Repositioning fees (included in time and voyage charter revenues) received in respect of time charters are recognized at the end of the charter when the fee becomes fixed and determinable. However, where there is a fixed amount specified in the charter, which is not dependent upon redelivery location, the fee will be recognized evenly over the term of the charter. Under time charters, voyage expenses are generally paid by our customers. Voyage related expenses, principally fuel, may also be incurred when positioning or repositioning the vessel before or after the period of time charter and during periods when the vessel is not under charter or is offhire, for example when the vessel is undergoing repairs. These expenses are recognized as incurred. Vessel operating expenses, which are recognized when incurred, include crewing, repairs and maintenance, insurance, stores, lube oils, communication expenses and third party management fees. Bunkers consumption represents mainly bunkers consumed during unemployment and off-hire. Liquefaction services revenue Liquefaction services revenue is generated from a LTA entered into with our customer. Our provision of liquefaction services capacity includes the receipt of the customer’s gas, treatment and temporary storage on board our FLNG, and delivery of LNG to waiting carriers. The liquefaction services capacity provided to our customer is considered a single performance obligation recognized evenly over time as our services are rendered. We consider our services a series of distinct services that are substantially the same and have the same pattern of transfer to our customer. Contractual payment terms for liquefaction services is monthly in arrears, after services have been provided, generally resulting in the recognition of contract assets. Contract assets are regularly assessed for impairment. Contract liabilities arise when the customer makes payments in advance of receiving services. The term between when invoicing and when payment is due is not significant. We recognize revenue when obligations under the terms of our contract are satisfied. We have applied the practical expedient to recognize liquefaction services revenue in proportion to the amount we have the right to invoice. Management fees Management fees are generated from commercial and technical vessel-related services and corporate and administrative services. Commercial and technical vessel-related services include vessel maintenance, providing vessel crew, making arrangements for vessel insurance, bunkering, provisions and stores, invoicing and collecting vessel hire. Corporate and administrative services include corporate services, group accounting, treasury, legal, tax, consultancy and other administrative services. These services are provided to our customers Golar Partners, Golar Power and OneLNG. Our contracts generally have an initial contract term of one year or less, after which the arrangement continues with a short notice period to end the contract, ranging from 30 days to 180 days. Our management services provided are considered a single performance obligation recognized evenly over time as our services are rendered. We consider our services a series of distinct services that are substantially the same and have the same pattern of transfer to the customer. Contractual payment terms for management fees generally allow for billing and payment in advance of services being provided. However, contract liabilities did not arise because there was no billing in recognition for services rendered in future periods at the reporting date. Contract assets arise when we render management services in advance of receiving payment from our customers. Contract assets are regularly assessed for impairment. The transaction price is generally considered variable consideration given the key driver of consideration is actual costs incurred in a given period, which varies each period according to activity levels. The entire amount of the transaction price is allocated to the single performance obligation identified. We recognize revenue when obligations under the terms of our contracts with our customers are satisfied. We have applied the practical expedient to recognize management fee revenue in proportion to the amount we have the right to invoice. Cool Pool Pool revenues and expenses under the Cool Pool arrangement have been accounted for in accordance with the guidance for collaborative arrangements. In relation to our vessels participating within the pool, voyage expenses and commissions from collaborative arrangements include an allocation of our net results from the pool to the other participants. Each participants' share of the net pool revenues is based on the number of pool points attributable to its vessels and the number of days such vessels participated in the pool. We have presented our share of the net income earned under the Cool Pool arrangement across a number of line items in the income statement. For net revenues and expenses incurred relating specifically to Golar’s vessels, and for which we are deemed the principal, these will be presented gross on the face of the income statement in the line items "Time and voyage charter revenues" and "Voyage, charterhire and commission expenses". For pool net revenues generated by the other participants in the pooling arrangement, these will be presented separately in revenue and expenses from collaborative arrangements. Refer to note 16 for an analysis of the income statement effect for the pooling arrangement. Project development expenses With effect from the quarter ended June 30, 2018, we presented a new line item in operating expenses on the face of the statements of income. The new line item, "Project development expenses", includes the costs associated with pursuing future contracts and developing our pipeline of activities that have not met our internal threshold for capitalization. Previously, these costs were presented within "Administrative expenses" along with our general overhead costs. We believe that the introduction of this new line item in the statements of income provides users of our financial statements greater transparency over a key element of our business. This presentation change has been retrospectively restated in prior periods. The change in presentation for the nine months ended September 30, 2017 is as follows:
Changes in fair value of derivative instruments With effect from the quarter ended September 30, 2018, we presented two new line items in operating activities on the face of the statements of cashflows. Given the significance of the oil derivative instrument in the current year, we believe that the introduction of this new line item in the statements of cashflows provides users of our financial statements greater transparency over a key element of our business. This presentation change has been retrospectively restated in prior periods. The change in presentation for the nine months ended September 30, 2017 is as follows:
(Losses) gains on derivative instruments With effect from the quarter ended September 30, 2018, we presented a new line item under financial income (expense) on the face of the statements of income. The new line item, "(Losses) gains on derivative instruments", includes the movement of our derivative instruments. Previously, these items were presented within "Other financial items, net" along with our general finance costs. We believe that the introduction of this new line item in the statements of income provides users of our financial statements greater transparency over a key element of our business. This presentation change has been retrospectively restated in prior periods. The change in presentation for the nine months ended September 30, 2017 is as follows:
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 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. As of September 30, 2018, we leased eight vessels under finance leases from wholly-owned special purpose vehicles ("Lessor SPVs") of financial institutions in connection with our sale and leaseback transactions. While we do not hold any equity investments in these Lessor SPVs, we have determined that we are the primary beneficiary of these entities and, accordingly, we are required to consolidate these VIEs into our financial results. The key line items impacted by our consolidation of these VIEs are short-term and long-term debt, restricted cash and short-term deposits, non-controlling interests, interest income and interest expense. In consolidating these lessor VIEs, on a quarterly basis, we must make assumptions regarding (i) the debt amortization profile; (ii) the interest rate to be applied against the VIEs’ debt principal; and (iii) the VIE's application of cash receipts. Our estimates are therefore dependent upon the timeliness of receipt and accuracy of financial information provided by these lessor VIE entities. Upon receipt of the audited annual financial statements of the lessor VIEs, we will make a true-up adjustment for any material differences. In relation to the oil derivative instrument (see note 1), the fair value was determined using the estimated discounted cash flows of the additional payments due to us as a result of oil prices moving above a contractual oil price floor over the term of the LTA. Significant inputs used in the valuation of the oil derivative instrument include management’s estimate of an appropriate discount rate and the length of time to blend the long-term and the short-term oil prices obtained from quoted prices in active markets. The changes in fair value of our oil derivative instrument is recognized in each period in current earnings in "Realized and unrealized gain on oil derivative instrument". The realized and unrealized gain on oil derivative instrument is as follows:
For further information on the nature of this derivative, refer to note 15. The unrealized gain results from movement in oil prices above a contractual floor price over term of the LTA; the realized gain results from monthly billings above the base tolling fee under the LTA. |
Recently Issued Accounting Standards |
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Recently Issued Accounting Standards | RECENTLY ISSUED ACCOUNTING STANDARDS Adoption of new accounting standards In May 2014, the FASB issued ASC 606 and subsequent amendments. The standard provides a single, comprehensive revenue recognition model and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We adopted this guidance on January 1, 2018, under a modified retrospective approach - see note 5 for further details. The adoption of this guidance impacts presentation and disclosure of our management fee revenue only, there is no impact to recognition or measurement. In January 2016, the FASB issued ASU 2016-01 Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which made targeted improvements to the recognition, measurement, presentation and disclosure of financial instruments. We adopted the amendments to this ASU on January 1, 2018 under a modified retrospective approach except for equity securities without a determinable fair value, for which a prospective approach is prescribed. The adoption of this ASU did not have a material impact on the consolidated financial statements. In August 2016, the FASB issued ASU 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which provides guidance on the disclosure and classification of certain items within the statements of cash flows. We adopted this ASU on January 1, 2018 under a retrospective approach, resulting in presentational changes to our consolidated statements of cash flows. In November 2016, the FASB issued ASU 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash, which requires that restricted cash be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts presented on the statements of cash flows. We adopted this ASU on January 1, 2018 under a retrospective approach, resulting in presentational changes to our consolidated statements of cash flows and related disclosures. The adoption changed how restricted cash is reported in the consolidated statements of cash flows as follows for the nine months ended September 30, 2017:
In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. We adopted this ASU prospectively from January 1, 2018. As a result, this increases the likelihood that future vessel dropdowns may be considered the sale of an asset rather than a business. However, this will be dependent upon the facts and circumstances of each prospective transaction. There was no material impact on the adoption of this ASU on our consolidated financial statements and related disclosures. In February 2017, the FASB issued ASU 2017-05 Other Income - Gains and Losses from the Derecognition of Non-Financial Assets. This ASU clarifies the scope of guidance applicable to sales of non-financial assets and also provides guidance on partial sales of such assets. We adopted this ASU prospectively from January 1, 2018. We expect any gain or loss on sale from future dropdowns, accounted for as a disposal, will be recognized in full on the disposal date, however this will be dependent on the facts and circumstances of each prospective transaction. There was no material impact to our consolidated financial statements and related disclosures on adoption of this standard. Accounting pronouncements that have been issued but not adopted In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842) and subsequent amendments. This standard requires a lessee to recognize right-of-use assets and lease liabilities on its balance sheet for all leases with terms longer than 12 months and introduces additional disclosure requirements. Lessors are required to classify leases as sales-type, finance or operating, with classification affecting the pattern of income recognition and provides guidance for sale and leaseback transactions. Classification for both lessees and lessors will be based on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease contract. The standard will become effective on a modified retrospective basis for us on January 1, 2019. We are evaluating the impact of this standard on our consolidated financial statements and related disclosures. Due to the transition provisions for lessors, we expect the most significant impact of the adoption of this standard will be the recognition of lease assets and lease liabilities on our balance sheet for those leases where we are a lessee that are currently classified as operating leases. In June 2016, the FASB issued ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which requires recognition and measurement of expected credit losses for financial assets and off balance sheet credit exposures. The guidance is effective on a modified retrospective basis for us on January 1, 2020 with early adoption permitted. We are evaluating the impact of this standard on our consolidated financial statements and related disclosures. In July 2018, the FASB issued ASU 2018-09 Codification improvements. The amendments in this ASU cover a wide range of topics covering primarily minor corrections, clarifications and codification improvements. We are evaluating the impact of these amendments on our consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. These amendments change the disclosures for fair value measurements - removing or modifying certain existing disclosure requirements, and adding new disclosure requirements. We are evaluating the impact of these amendments on our consolidated financial statement disclosures. In August 2018, the FASB issued ASU 2018-14 Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans. These amendments change the disclosures for defined benefit plans - removing or clarifying certain existing disclosure requirements, and adding new disclosure requirements. We are evaluating the impact of these amendments on our consolidated financial statement disclosures. In August 2018, the FASB issued ASU 2018-15 Intangibles-Goodwill and Other- Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. These amendments change the definition of a hosting arrangement and requires the capitalization of certain implementation costs. We are evaluating the impact of these amendments on our consolidated financial statement disclosures. |
Segment Information |
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Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Information | SEGMENT INFORMATION We are a marine LNG infrastructure provider and a project development company. We own and operate LNG carriers, a FLNG and FSRUs and provide these services under time charters under varying periods. As of September 30, 2018, we have completed the commissioning of our first FLNG vessel and have entered the power market in an effort to become a midstream LNG solution provider. Our reportable segments consist of the primary services each provides. Although our segments are generally influenced by the same economic factors, each represents a distinct product in the LNG industry. Segment results are evaluated based on net income. The accounting principles for the segments are the same as for our consolidated financial statements. "Project development expenses" are allocated to each segment based on the nature of the project. Indirect general and administrative expenses are allocated to each segment based on estimated use. The split of the organization of the business into three reportable segments is based on differences in management structure and reporting, economic characteristics, customer base, asset class and contract structure. As of September 30, 2018, we operate in the following three reportable segments:
In July 2016, we entered into an agreement with Schlumberger B.V. ("Schlumberger") to form OneLNG, a joint venture, with the intention to offer an integrated upstream and midstream solution for the development of low cost gas reserves to LNG. As a result we report the equity in net losses of OneLNG in the FLNG segment. In May 2018, it was decided that Golar and Schlumberger will wind down OneLNG and work on FLNG projects as required on a case-by-case basis.
(1) Eliminations required for consolidation purposes. (2) Inter segment operating income (loss) relates to management fee revenues and charter revenues between the segments. (3) We no longer consider LNG trading a separate reportable segment. Given the previously reported segment information was immaterial for all periods presented, we have included these amounts within the vessel operations segment. Revenues from external customers During the nine months ended September 30, 2018, our vessels operated predominately under charters within the Cool Pool and under our LTA with Perenco and SNH. For the nine months ended September 30, 2018 and 2017, revenues from the following customers accounted for over 10% of our total operating revenues, excluding vessel and other management fees:
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Revenue |
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Revenue from Contract with Customer [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue | 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:
(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 Golar Partners, of our total contract asset balances above:
Refer to note 16 for further details of our management fee revenue and contract terms. b) Liquefaction services revenue: The Hilli is moored in close proximity to the Customer’s gasfields, providing liquefaction service capacity over the term of the LTA. Liquefaction services revenue recognized comprises the following amounts:
(1) 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 income), 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 on oil derivative instrument" in the consolidated statements of income, 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 income evenly over the contract term. (3) The 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 income evenly over the contract term. We expect to recognize liquefaction services revenue related to the partially unsatisfied performance obligation at the reporting date evenly over the remaining contract term of less than eight years, including the components of transaction price described above. |
Earnings (Loss) Per Share |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings (Loss) Per Share | EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share ("EPS") 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 are as follows:
The components of the denominator for the calculation of basic and diluted EPS are as follows:
Earnings (loss) per share are as follows:
For the nine months ended September 30, 2018 and 2017, convertible bonds have been excluded from the calculation of diluted EPS because the effect was anti-dilutive. |
(Losses) gains on derivative instruments and other financial items, net |
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Other Income and Expenses [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(Losses) gains on derivative instruments and other financial items, net | (LOSSES) GAINS ON DERIVATIVE INSTRUMENTS AND OTHER FINANCIAL ITEMS, NET (Losses) gains on derivative instruments comprise of the following:
Other financial items, net comprise of the following:
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Variable Interest Entities ("VIE") |
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Variable Interest Entities (VIE) | VARIABLE INTEREST ENTITIES ("VIE") As of September 30, 2018, we leased eight (December 31, 2017: seven) vessels from VIEs under finance leases, of which four were with ICBCL entities, one with a CMBL entity, one with a CCBFL entity, one with a COSCO Shipping entity and one with a CSSC entity. Each of the ICBCL, CMBL, CCBFL, COSCO Shipping and CSSC entities are wholly-owned, newly formed special purpose vehicles ("Lessor SPVs"). In each of these transactions, 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 each vessel at fixed predetermined amounts during their respective charter periods and an obligation to repurchase each vessel at the end of the ten year lease period. Refer to note 5 to our consolidated financial statements filed with our annual report on Form 20-F for the year ended December 31, 2017, for additional details. While we do not hold any equity investments in the above Lessor SPVs, we have determined that we have a variable interest in these SPVs and that these lessor entities, that own the vessels, are VIEs. Based on our evaluation of the agreements, we have concluded that we are the primary beneficiary of these VIEs and, accordingly, these lessor VIEs are consolidated into our financial results. We did not record any gains or losses from the sale of these vessels as they continued to be reported as vessels at their original costs in our consolidated financial statements at the time of each transaction. Similarly, the effect of the bareboat charter arrangement is eliminated upon consolidation of the Lessor SPV. The equity attributable to the respective lessor VIEs are included in non-controlling interests in our consolidated results. As of September 30, 2018 and December 31, 2017, the respective vessels are reported under "Vessels and equipment, net" in our consolidated balance sheets. A summary of our payment obligations (excluding repurchase options and obligations) under the bareboat charters with the lessor VIEs as of September 30, 2018, are shown below:
(1) For the three months ending December 31, 2018. (2) The payment obligations relating to the Golar Tundra, Golar Crystal and Hilli above includes variable rental payments due under the lease based on an assumed LIBOR plus margin. (3) The payment obligations relating to the Golar Tundra and Golar Seal above have been prepared on the assumption that we are able to secure a replacement charter for these two vessels, to ensure continuation of these financing arrangements. Refer to note 1 for further details. The assets and liabilities of these lessor VIEs that most significantly impact our consolidated balance sheet as of September 30, 2018 and December 31, 2017, are as follows:
(1) Where applicable, these balances are net of deferred finance charges. The most significant impact of lessor VIE's operations on our unaudited consolidated statements of income is interest expense of $40.2 million and $29.4 million for the nine months ended September 30, 2018 and 2017, respectively. The most significant impact of lessor VIE's cash flows on our unaudited consolidated statements of cash flows is net receipts of $810.6 million and $80.9 million in financing activities for the nine months ended September 30, 2018 and 2017, respectively. Changes in ownership of a subsidiary On July 12, 2018, we and affiliates of Keppel and B&V, completed the Hilli Disposal to Golar Partners of common units in our consolidated subsidiary Hilli LLC, which owns Hilli Corp, the disponent owner of the Hilli. The Hilli Disposal resulted in the following changes to our ownership interest in our consolidated subsidiary Hilli LLC in our equity:
Subsequent to the Hilli Disposal, 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 have concluded Hilli LLC is a VIE and that we are the primary beneficiary. The assets and liabilities of Hilli LLC that most significantly impact our consolidated balance sheet as of September 30, 2018, are as follows:
(1) Where applicable, these balances are net of deferred finance charges. (2) 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 is liquefaction services revenue of $48.0 million and realized and unrealized gains on the oil derivative instrument of $88.7 million for the period July 12, 2018 to September 30, 2018. The most significant impact of lessor VIE's cash flows on our unaudited consolidated statements of cash flows is net payments of $15.2 million in financing activities for the period July 12, 2018 to September 30, 2018. |
Restricted cash and short term deposits |
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Supplemental Cash Flow Elements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted cash and short term deposits | RESTRICTED CASH AND SHORT-TERM DEPOSITS Our restricted cash and short-term deposits balances are as follows:
(1) In November 2015, in connection with the issuance of a letter of credit by a financial institution to our project partner involved in the Hilli FLNG project, we were required to provide cash collateral to support the performance guarantee. 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:
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Asset Under Development |
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Extractive Industries [Abstract] | ||||||||||||||||||||||
Asset Under Development | ASSET UNDER DEVELOPMENT
In May 2014, we entered into agreements for the conversion of the Hilli to a FLNG vessel. The primary contract was entered into with Keppel Shipyard Limited ("Keppel"). The Hilli was delivered to Keppel in Singapore in September 2014 for the commencement of her conversion. On completion of the Hilli FLNG conversion and commissioning, we reclassified the total balance to "Vessels and equipment, net" in our consolidated balance sheet as of September 30, 2018. |
Investments in Affiliates and Joint Ventures |
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Investments, Debt and Equity Securities [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investments in Affiliates and Joint Ventures | INVESTMENTS IN AFFILIATES
(1) For the nine months ended September 30, 2017, our share of net earnings (losses) in Golar Partners includes a non-cash loss on deemed disposal of $17.0 million, being the dilutive impact on our ownership interest due to further issuances of common units by Golar Partners in February 2017. The carrying amounts of our investments in our equity method investments as at September 30, 2018 and December 31, 2017 are as follows:
(1) The delays in finalizing a debt financing package for the Fortuna FLNG project, together with other capital and resource priorities, has resulted in a decision from Schlumberger to end their participation in the project. Golar and Schlumberger, as a result of this, plan to wind down OneLNG and work on FLNG projects as required on a case-by-case basis. As a result, we have written down our investment in OneLNG to $nil at September 30, 2018. |
Other Non-Current Assets |
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Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Other Non-Current Assets | OTHER NON-CURRENT ASSETS Other non-current assets comprise of the following:
(1) "Oil derivative instrument" refers to a derivative embedded in the Hilli LTA. See note 1 for further details. (2) "Other non-current assets" is mainly comprised of payments made relating to long lead items ordered in preparation for the conversion of the Gimi and the Gandria into FLNG vessels. As of September 30, 2018 and December 31, 2017, the aggregate carrying value was $15.0 million and $31.0 million, respectively. The Gimi and the Gandria conversion contracts provide the flexibility wherein certain beneficial cancellation provisions exist which, if exercised prior to contract expiry, will allow termination of contracts and recovery of previous milestone payments, less cancellation fees. The Gimi contract will expire on December 30, 2018 and the Gandria contract will expire on December 31, 2018. (3) "Investment in OLT Offshore LNG Toscana S.p.A" ("OLT-O") refers to our investment in an Italian incorporated unlisted company which is involved in the construction, development, operation and maintenance of a FSRU terminal to be situated off the Livorno coast of Italy. In prior years, this investment was classified as a cost method investment. Following the adoption of ASU 2016-01, we have applied the measurement alternative for measuring equity investments without readily determinable fair values. As of September 30, 2018 and December 31, 2017, our investment in OLT-O was $7.3 million, representing a 2.7% interest in OLT-O’s issued share capital. (4) "Derivatives - other" refers to the Earn-Out Units issuable to us in connection with the IDR reset transaction with Golar Partners in October 2016. As of September 30, 2018, the fair value of the Earn-Out Units was written down to $nil due to the expectation that Golar Partners would decrease its quarterly distribution. |
Debt |
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Debt | DEBT As of September 30, 2018 and December 31, 2017, our debt was as follows:
(1) During July 2018, amendments to the existing margin loan facility, secured by units in Golar Partners, were completed. Although most of the existing terms remain substantially unchanged, the facility will no longer amortize. Subject to the satisfaction of certain covenants, no further principal repayments will be required ahead of maturity in March 2020. (2) In June 2018, we repaid $640.0 million on the pre-delivery credit facility and drew down $960.0 million on the post-acceptance sale and leaseback financing (the "Hilli Facility") in relation to the FLNG Hilli facility. The sale and leaseback arrangement is provided by a related party of CSSC. (3) See note 8. (4) In April 2018, the SPV, Oriental Fleet LNG 01 Limited, which owns the Golar Crystal, entered into a long-term loan facility for $101.0 million. The loan facility is provided by a related party of COSCO Shipping. The loan facility is denominated in USD, is a 10 year loan, limited to the term of the bareboat charter, bears interest at LIBOR plus a margin and is repayable in monthly installments with a balloon payment on maturity. (5) On July 12, 2018, we entered into an agreement to guarantee the debt payable by Hilli Corp to creditor Fortune Lianjiang Shipping S.A. Under the guarantee we are severally liable for any outstanding principal, interest, expenses and other amounts that are payable, on a pro rata basis to our ownership in Common Units in Golar Hilli LLC. As of September 30, 2018 the amount we have guaranteed is $456.6 million. (6) The Hilli shareholder loans were converted to equity on the Closing Date of the Hilli Disposal. (7) During October 2018, amendments to the existing $1.125 billion facility were completed, extending the term of the commercial tranche by 5 years. At September 30, 2018, our debt can be broken down as follows:
(1) These amounts relate to certain lessor entities (for which legal ownership resides with financial institutions) that we are required to consolidate under U.S. GAAP into our financial statements as variable interest entities (see note 8). CSSC VIE loan In June 2018, we repaid $640.0 million on the pre-delivery credit facility and entered into a sale and leaseback transaction pursuant to which we sold the Hilli to a CSSC entity ("Hilli Lessor VIE"), and leased back the vessel under a bareboat charter for a monthly hire rate. As discussed in note 8, while we have no control over the funding arrangements of Hilli Lessor VIE, we consider ourselves to be the primary beneficiary and therefore are required to consolidate the Hilli Lessor VIE’s funding arrangements into our financial statements. Accordingly, in June 2018, Hilli Lessor VIE, which is the legal owner of the Hilli, entered into a secured financing agreement for $840.0 million. This loan facility is a 10 year non-recourse loan denominated in USD, bears interest at LIBOR plus a margin and is repayable in quarterly installments with a balloon payment on maturity. In addition to this facility, Hilli Lessor VIE entered into an internal loan with CSSC for $120.0 million. This loan bears no interest and is repayable on demand. |
Accumulated Other Comprehensive Loss |
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Accumulated Other Comprehensive Loss | ACCUMULATED OTHER COMPREHENSIVE LOSS The components of accumulated other comprehensive loss consisted of the following:
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Financial Instruments |
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Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Instruments | FINANCIAL INSTRUMENTS Fair values We recognize our fair value estimates using a fair value hierarchy based on the inputs used to measure fair value. The fair value of hierarchy has three levels based on reliability of inputs used to determine fair value as follows: Level 1: Quoted market prices in active markets for identical assets and liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The carrying values and estimated fair values of our financial instruments at September 30, 2018 and December 31, 2017 are as follows:
(1) The carrying amounts of our short-term debt approximate their fair values because of the near term maturity of these instruments. (2) Our debt obligations are recorded at amortized cost in the consolidated balance sheets. The amounts presented in the table above are gross of the deferred finance charges amounting to $17.1 million and $24.1 million at September 30, 2018 and December 31, 2017, respectively. (3) The fair value of certain derivative instruments is the estimated amount that we would receive or pay to terminate the agreements at the reporting date, taking into account current interest rates, foreign exchange rates, closing quoted market prices and our creditworthiness and that of our counterparties. (4) The fair value of total return equity swaps is calculated using the closing prices of the underlying listed shares, dividends paid since inception and the interest rate charged by the counterparty. (5) The Earn-Out Units are issuable to Golar in connection with the IDR reset transaction between Golar and Golar Partners in October 2016. As of September 30, 2018, the fair value of the Earn-Out Units was written down to $nil due to the expectation that Golar Partners would decrease its quarterly distribution. (6) The fair value of the oil derivative instrument was determined using the estimated discounted cash flows of the additional payments due to us as a result of oil prices moving above a contractual oil price floor over the term of the LTA. Significant inputs used in the valuation of the oil derivative include management’s estimate of an appropriate discount rate and the length of time to blend the long-term and the short-term oil prices obtained from quoted prices in active markets. As of September 30, 2018, we were party to the following interest rate swap transactions involving the payment of fixed rates in exchange for LIBOR as summarized below:
The credit exposure of our interest rate and equity swap agreements are represented by the fair value of contracts with a positive fair value at the end of each period, reduced by the effects of master netting agreements. It is our policy to enter into master netting agreements with the counterparties to derivative financial instrument contracts, which give us the legal right to discharge all or a portion of amounts owed to the counterparty by offsetting them against amounts that the counterparty owes to us. We have elected not to offset the fair values of derivative assets and liabilities executed with the same counterparty that are generally subject to enforceable master netting arrangements. However, if we were to offset and record the asset and liability balances of derivatives on a net basis, the amounts presented in our consolidated balance sheets as of September 30, 2018 and December 31, 2017 would be adjusted as detailed in the following table:
The total return equity swap has a credit arrangement that requires us to provide cash collateral equaling 20% of the initial purchase price and to subsequently post additional cash collateral that corresponds to any unrealized loss. As at September 30, 2018, cash collateral amounting to $69.4 million has been provided. |
Related Party Transactions |
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Related Party Transactions | RELATED PARTY TRANSACTIONS a) Transactions with Golar Partners and subsidiaries: Net revenues (expenses): The transactions with Golar Partners and its subsidiaries for the nine months ended September 30, 2018 and 2017 consisted of the following:
Payables: The balances with Golar Partners and its subsidiaries as of September 30, 2018 and December 31, 2017 consisted of the following:
Expense under Tundra Letter Agreement - In May 2016, we completed the Golar Tundra Sale and received a total cash consideration of $107.2 million. We agreed to pay Golar Partners a daily fee plus operating expenses for the right to use the Golar Tundra from the date the Golar Tundra Sale was closed, until the date that the vessel would commence operations under the Golar Tundra Time Charter. In return, Golar Partners agreed to remit to us any hire income received with respect to the Golar Tundra during that period. It was further agreed that, if for any reason the Golar Tundra Time Charter had not commenced by the 12 month anniversary of the closing of the Golar Tundra Sale, Golar Partners had the right to require that we repurchase the shares of Tundra Corp at a price equal to the purchase price. Accordingly, by virtue of the put option, which was exercised by Golar Partners in May 2017, we continued to consolidate the Golar Tundra for the periods whilst the put option remained in place, thus we have accounted for $nil and $2.1 million as interest expense for the nine months ended September 30, 2018 and 2017, respectively. Deferred purchase price - In May 2017, the Golar Tundra had not commenced her charter and, accordingly, Golar Partners elected to exercise the Tundra Put Right to require us to repurchase Tundra Corp at a price equal to the original purchase price. In connection with Golar Partners exercising the Tundra Put Right, we and Golar Partners entered into an agreement pursuant to which we agreed to purchase Tundra Corp from Golar Partners on the date of the closing of the Tundra Put Sale (the "Put Sale Closing Date") in return we will be required to pay an amount equal to $107.2 million (the "Deferred Purchase Price") plus an additional amount equal to 5% per annum of the Deferred Purchase Price (the "Additional Amount"). The Deferred Purchase Price and the Additional Amount shall be due and payable by us on the date of the closing of the Hilli Disposal (see below). We agreed to accept the Deferred Purchase Price and the Additional Amount in lieu of a cash receipt on the Put Sale Closing Date in return we have provided Golar Partners with an option (which Golar Partners have exercised) to purchase an interest in Hilli Corp. We have accounted for $2.9 million and $nil as interest expense for the nine months ended September 30, 2018 and 2017, respectively, in relation to the Deferred Purchase Price. Deposit received from Golar Partners - On August 15, 2017, we entered into the Hilli Sale Agreement with Golar Partners for the Hilli Disposal from the Sellers of the Hilli Common Units in Hilli LLC. On the Closing Date of the Hilli Disposal, Hilli LLC will be the disponent owner of the Hilli. The Disposal Interests represent the equivalent of 50% of the two liquefaction trains, out of a total of four, that are contracted to Perenco and SNH under an eight-year LTA. The sale price for the Disposal Interests is $658 million less 50% of the net lease obligations under the financing facility for the Hilli (the "Hilli Facility") on closing date, plus post-closing purchase price adjustments. Concurrently with the execution of the Hilli Sale Agreement, we received a further $70 million deposit from Golar Partners, upon which we pay interest at a rate of 5% per annum. We have accounted for $1.9 million and $0.4 million as interest expense for the nine months ended September 30, 2018 and 2017, respectively, in relation to the $70 million deposit from Golar Partners. On July 12, 2018, we concluded the Hilli Disposal with Golar Partners, accordingly we applied the Deferred Purchase Price as well as the deposit received from Golar Partners against the disposal.
Indemnifications and guarantees: Hilli cost indemnification We (as one of the Sellers) have agreed to indemnify Golar Partners for certain costs incurred in Hilli operations until August 14, 2025, when these costs exceed a contractual ceiling, capped at $20 million. Costs indemnified include vessel operating expenses, taxes, maintenance expenses, employee compensation and benefits, and capital expenditures. b) Transactions with Golar Power and affiliates: Net revenues: The transactions with Golar Power and its affiliates for the nine months ended September 30, 2018 and 2017 consisted of the following:
Payables: The balances with Golar Power and its affiliates as of September 30, 2018 and December 31, 2017 consisted of the following:
Indemnifications and guarantees: Debt guarantees provided on behalf of Golar Power and its affiliates During the quarter, Golar issued a debt guarantee to a third party bank in respect of certain secured debt facilities relating to Golar Power and its affiliates. The fair value of the debt guarantee liability, which is recorded in "Other non-current liabilities" and "Other current liabilities", is being amortized over the remaining term of the respective debt facilities with the credit being recognized in "Other financial items, net". As of September 30, 2018, the Company guaranteed $235.5 million of Golar Power's short and long-term debt obligations. The debt facilities are secured against the respective vessel. c) Transactions with OneLNG and subsidiaries: Net revenues: The transactions with OneLNG and its subsidiaries for the nine months ended September 30, 2018 and 2017 consisted of the following:
Receivables: The balances with OneLNG and its subsidiaries as of September 30, 2018 and December 31, 2017 consisted of the following:
Subsequent to the decision to dissolve OneLNG, we have written off $12.7 million of the trading balance with OneLNG as we deem it to be no longer recoverable. The trade receivables of $8.2 million is net of this provision. d) Transactions with the Cool Pool: The table below summarizes our earnings generated from our participation in the Cool Pool:
Receivables from other related parties:
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Other Commitments and Contingencies |
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Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||
Other Commitments and Contingencies | OTHER COMMITMENTS AND CONTINGENCIES Assets pledged
As at September 30, 2018, 21,226,586 Golar Partners common units were pledged as security for the obligations under the margin loan. See note 13. UK tax lease benefits As described under note 31 in our audited consolidated financial statements filed with our annual report on Form 20-F for the year ended December 31, 2017, during 2003 we entered into six UK tax leases. Under the terms of the leasing arrangements, the benefits are derived primarily from the tax depreciation assumed to be available to the lessors as a result of their investment in the vessels. As is typical in these leasing arrangements, as the lessee we are obligated to maintain the lessor’s after-tax margin. Accordingly, in the event of any adverse tax changes or a successful challenge by the UK Tax Authorities (''HMRC'') with regard to the initial tax basis of the transactions, or in relation to the 2010 lease restructurings, or in the event of an early termination of the Methane Princess lease, we may be required to make additional payments principally to the UK vessel lessor, which could adversely affect our earnings or financial position. We would be required to return all, or a portion of, or in certain circumstances significantly more than, the upfront cash benefits that we received in respect of our lease financing transactions, including the 2010 restructurings and subsequent termination transactions. The gross cash benefit we received upfront on these leases amounted to approximately £41 million British Pounds (before deduction of fees). Of these six leases we have since terminated five, with one lease remaining, being that of the Methane Princess lease. Pursuant to the deconsolidation of Golar Partners in 2012, Golar Partners is no longer considered a controlled entity but an affiliate and therefore as at September 30, 2018, the capital lease obligation relating to this remaining UK tax lease is not included on our consolidated balance sheet. However, under the indemnity provisions of the Omnibus Agreement or the respective share purchase agreements, we have agreed to indemnify Golar Partners in the event of any tax liabilities in excess of scheduled or final scheduled amounts arising from the Methane Princess leasing arrangements and termination thereof. HMRC has been challenging the use of similar lease structures and has been engaged in litigation of a test case for some years. In August 2015, following an appeal to the Court of Appeal by the HMRC which set aside previous judgments in favor of the tax payer, the First Tier Tribunal (UK court) ruled in favor of HMRC. The tax payer in this particular ruling has the election to appeal the courts’ decision, but no appeal has been filed. The judgments of the First Tier Tribunal do not create binding precedent for other UK court decisions and therefore the ruling in favor of HMRC is not binding in the context of our structures. Further, we consider there are differences in the fact pattern and structure between this case and our 2003 leasing arrangements and therefore is not necessarily indicative of any outcome should HMRC challenge us and we remain confident that our fact pattern is sufficiently different to succeed if we are challenged by HMRC. HMRC have written to our lessor to indicate that they believe our lease may be similar to the case noted above. We have reviewed the details of the case and the basis of the judgment with our legal and tax advisers to ascertain what impact, if any, the judgment may have on us and the possible range of exposure has been estimated at approximately £nil to £112 million British Pounds. We are currently in conversation with HMRC on this matter and, as well as continuing to present the factual background of Golar's position, we are progressing the possibility of bringing this inquiry to a mutually satisfactory conclusion. Given the complexity of these discussions, it is impossible to quantify the reasonably possible loss, however we continue to estimate the possible range of exposures as set out above. Legal proceedings and claims We may, from time to time, be involved in legal proceedings and claims that arise in the ordinary course of business. A provision will be recognized in the financial statements only where we believe that a liability will be probable and for which the amounts are reasonably estimable, based upon the facts known prior to the issuance of the financial statements. Other In December 2005, we signed a shareholders' agreement in connection with the setting up of a jointly owned company to be named Egyptian Company for Gas Services S.A.E ("ECGS"), which was to be established to develop hydrocarbon business and in particular LNG related business in Egypt. As at September 30, 2018, we had a commitment to pay $1.0 million to a third party, contingent upon the conclusion of a material commercial business transaction by ECGS as consideration for work performed in connection with the setting up and incorporation of ECGS. We are party to a shareholders’ agreement with a consortium of investors to fund the development of pipeline infrastructure and a FSRU which are intended to supply two power plants in the Ivory Coast. The project is currently in the initial design phase, with FID currently expected to be taken in the first half of 2019. Negotiations are underway with third party lenders for the financing of construction costs in the event a positive investment decision is made. During the initial phase of the project, our remaining contractual commitments for this project are estimated to be in the region of €0.5 million. In the event a positive FID is taken on the project, this could increase up to approximately €15 million. This figure is dependent upon a variety of factors such as whether third party financing is obtained for a portion of the construction costs. The timing of this range of payments is dependent on whether and when FID is made, progress of negotiations with lenders for non-investor financing, and the progress of eventual construction work. The nature of payments to the project could be made in a combination of capital contributions or interest-bearing shareholder loans. In relation to our investment in small-scale LNG services provider Avenir LNG Limited ("Avenir") (see note 18), we are party to a combined commitment of up to $182.0 million from initial Avenir shareholders Stolt-Nielsen Limited ("Stolt-Nielsen"), Höegh LNG Holdings Limited ("Höegh") and us. Based on our initial 25% shareholding, our overall commitment to Avenir is $45.5 million, of which $24.8 million has already been paid in as part of our initial investment in Avenir. |
Subsequent Events |
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Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Dividends On November 5, 2018, we declared a dividend of $0.15 per share in respect of the quarter ended September 30, 2018 to holders of record on December 14, 2018, which will be paid on or about January 3, 2018. Avenir (22.5% interest in LNG small-scale venture, a non-consolidated affiliate) On October 1, 2018, Avenir issued a private placement of 99 million shares at a par price of $1.00 per share, which was successfully completed at a subscription price of $1.00 per share. Of the 99 million shares placed, we subscribed for 24.8 million shares, representing an investment of $24.8 million, or 25%. The investment was made as part of a combined commitment of up to $182.0 million from Stolt-Nielsen, Höegh and us for the pursuit of opportunities in small-scale LNG, including the delivery of LNG to areas of stranded demand, the development of LNG bunkering services and supply to the transportation sector. On November 8, 2018, Avenir placed a further 11 million shares, also at a subscription price of $1.00 per share, with a group of institutional and other professional investors and, subsequent to this placement, Stolt-Nielsen, Höegh and Golar have a 45%, 22.5% and 22.5% investment in Avenir, respectively. Avenir's shares were listed on the N-OTC list with effect from November 14, 2018. Legal claims During October 2018, we recovered an additional $14.0 million in connection with the ongoing arbitration proceedings arising from the delays and the termination of the Golar Tundra time charter with a former charterer. |
Accounting Policies (Policies) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of accounting | Basis of accounting The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The condensed consolidated financial statements do not include all of the disclosures required in the annual consolidated financial statements, and should be read in conjunction with our annual financial statements for the year ended December 31, 2017. |
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Adoption of new accounting standards, Accounting pronouncements to be adopted | Significant accounting policies The accounting policies adopted in the preparation of the condensed consolidated financial statements for the nine months ended September 30, 2018 are consistent with those followed in the preparation of our audited consolidated financial statements for the year ended December 31, 2017, except for the following significant changes to our accounting policy "Revenue and related expense recognition" as a result of adopting the requirements of ASU 2014-09 "Revenue from Contracts with Customers (Topic 606)" (hereafter, ASC 606), for further changes, see note 3, updates to our "Principles of consolidation" accounting policy for changes to ownership interests, and as a result of a change in presentation of expenses in the statements of income in quarter ended September 30, 2018. Principles of consolidation Changes in our ownership interest while we retain a controlling financial interest in a subsidiary are accounted for as equity transactions. The carrying amount of the non-controlling interest is adjusted to reflect our changed ownership interest, with any difference between the fair value of consideration and the amount of the adjusted non-controlling interest being recognized in equity. Revenue and related expense recognition Time charter agreements Revenues include minimum lease payments under time charters and gross pool revenues. Revenues generated from time charters, which we classify as operating leases, are recorded over the term of the charter as service is provided. However, we do not recognize revenue if a charter has not been contractually committed to by a customer and ourselves, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage. Repositioning fees (included in time and voyage charter revenues) received in respect of time charters are recognized at the end of the charter when the fee becomes fixed and determinable. However, where there is a fixed amount specified in the charter, which is not dependent upon redelivery location, the fee will be recognized evenly over the term of the charter. Under time charters, voyage expenses are generally paid by our customers. Voyage related expenses, principally fuel, may also be incurred when positioning or repositioning the vessel before or after the period of time charter and during periods when the vessel is not under charter or is offhire, for example when the vessel is undergoing repairs. These expenses are recognized as incurred. Vessel operating expenses, which are recognized when incurred, include crewing, repairs and maintenance, insurance, stores, lube oils, communication expenses and third party management fees. Bunkers consumption represents mainly bunkers consumed during unemployment and off-hire. Liquefaction services revenue Liquefaction services revenue is generated from a LTA entered into with our customer. Our provision of liquefaction services capacity includes the receipt of the customer’s gas, treatment and temporary storage on board our FLNG, and delivery of LNG to waiting carriers. The liquefaction services capacity provided to our customer is considered a single performance obligation recognized evenly over time as our services are rendered. We consider our services a series of distinct services that are substantially the same and have the same pattern of transfer to our customer. Contractual payment terms for liquefaction services is monthly in arrears, after services have been provided, generally resulting in the recognition of contract assets. Contract assets are regularly assessed for impairment. Contract liabilities arise when the customer makes payments in advance of receiving services. The term between when invoicing and when payment is due is not significant. We recognize revenue when obligations under the terms of our contract are satisfied. We have applied the practical expedient to recognize liquefaction services revenue in proportion to the amount we have the right to invoice. Management fees Management fees are generated from commercial and technical vessel-related services and corporate and administrative services. Commercial and technical vessel-related services include vessel maintenance, providing vessel crew, making arrangements for vessel insurance, bunkering, provisions and stores, invoicing and collecting vessel hire. Corporate and administrative services include corporate services, group accounting, treasury, legal, tax, consultancy and other administrative services. These services are provided to our customers Golar Partners, Golar Power and OneLNG. Our contracts generally have an initial contract term of one year or less, after which the arrangement continues with a short notice period to end the contract, ranging from 30 days to 180 days. Our management services provided are considered a single performance obligation recognized evenly over time as our services are rendered. We consider our services a series of distinct services that are substantially the same and have the same pattern of transfer to the customer. Contractual payment terms for management fees generally allow for billing and payment in advance of services being provided. However, contract liabilities did not arise because there was no billing in recognition for services rendered in future periods at the reporting date. Contract assets arise when we render management services in advance of receiving payment from our customers. Contract assets are regularly assessed for impairment. The transaction price is generally considered variable consideration given the key driver of consideration is actual costs incurred in a given period, which varies each period according to activity levels. The entire amount of the transaction price is allocated to the single performance obligation identified. We recognize revenue when obligations under the terms of our contracts with our customers are satisfied. We have applied the practical expedient to recognize management fee revenue in proportion to the amount we have the right to invoice. Cool Pool Pool revenues and expenses under the Cool Pool arrangement have been accounted for in accordance with the guidance for collaborative arrangements. In relation to our vessels participating within the pool, voyage expenses and commissions from collaborative arrangements include an allocation of our net results from the pool to the other participants. Each participants' share of the net pool revenues is based on the number of pool points attributable to its vessels and the number of days such vessels participated in the pool. We have presented our share of the net income earned under the Cool Pool arrangement across a number of line items in the income statement. For net revenues and expenses incurred relating specifically to Golar’s vessels, and for which we are deemed the principal, these will be presented gross on the face of the income statement in the line items "Time and voyage charter revenues" and "Voyage, charterhire and commission expenses". For pool net revenues generated by the other participants in the pooling arrangement, these will be presented separately in revenue and expenses from collaborative arrangements. Refer to note 16 for an analysis of the income statement effect for the pooling arrangement. Project development expenses With effect from the quarter ended June 30, 2018, we presented a new line item in operating expenses on the face of the statements of income. The new line item, "Project development expenses", includes the costs associated with pursuing future contracts and developing our pipeline of activities that have not met our internal threshold for capitalization. Previously, these costs were presented within "Administrative expenses" along with our general overhead costs. We believe that the introduction of this new line item in the statements of income provides users of our financial statements greater transparency over a key element of our business. This presentation change has been retrospectively restated in prior periods. Adoption of new accounting standards In May 2014, the FASB issued ASC 606 and subsequent amendments. The standard provides a single, comprehensive revenue recognition model and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We adopted this guidance on January 1, 2018, under a modified retrospective approach - see note 5 for further details. The adoption of this guidance impacts presentation and disclosure of our management fee revenue only, there is no impact to recognition or measurement. In January 2016, the FASB issued ASU 2016-01 Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which made targeted improvements to the recognition, measurement, presentation and disclosure of financial instruments. We adopted the amendments to this ASU on January 1, 2018 under a modified retrospective approach except for equity securities without a determinable fair value, for which a prospective approach is prescribed. The adoption of this ASU did not have a material impact on the consolidated financial statements. In August 2016, the FASB issued ASU 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which provides guidance on the disclosure and classification of certain items within the statements of cash flows. We adopted this ASU on January 1, 2018 under a retrospective approach, resulting in presentational changes to our consolidated statements of cash flows. In November 2016, the FASB issued ASU 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash, which requires that restricted cash be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts presented on the statements of cash flows. We adopted this ASU on January 1, 2018 under a retrospective approach, resulting in presentational changes to our consolidated statements of cash flows and related disclosures. The adoption changed how restricted cash is reported in the consolidated statements of cash flows as follows for the nine months ended September 30, 2017:
In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. We adopted this ASU prospectively from January 1, 2018. As a result, this increases the likelihood that future vessel dropdowns may be considered the sale of an asset rather than a business. However, this will be dependent upon the facts and circumstances of each prospective transaction. There was no material impact on the adoption of this ASU on our consolidated financial statements and related disclosures. In February 2017, the FASB issued ASU 2017-05 Other Income - Gains and Losses from the Derecognition of Non-Financial Assets. This ASU clarifies the scope of guidance applicable to sales of non-financial assets and also provides guidance on partial sales of such assets. We adopted this ASU prospectively from January 1, 2018. We expect any gain or loss on sale from future dropdowns, accounted for as a disposal, will be recognized in full on the disposal date, however this will be dependent on the facts and circumstances of each prospective transaction. There was no material impact to our consolidated financial statements and related disclosures on adoption of this standard. Accounting pronouncements that have been issued but not adopted In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842) and subsequent amendments. This standard requires a lessee to recognize right-of-use assets and lease liabilities on its balance sheet for all leases with terms longer than 12 months and introduces additional disclosure requirements. Lessors are required to classify leases as sales-type, finance or operating, with classification affecting the pattern of income recognition and provides guidance for sale and leaseback transactions. Classification for both lessees and lessors will be based on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease contract. The standard will become effective on a modified retrospective basis for us on January 1, 2019. We are evaluating the impact of this standard on our consolidated financial statements and related disclosures. Due to the transition provisions for lessors, we expect the most significant impact of the adoption of this standard will be the recognition of lease assets and lease liabilities on our balance sheet for those leases where we are a lessee that are currently classified as operating leases. In June 2016, the FASB issued ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which requires recognition and measurement of expected credit losses for financial assets and off balance sheet credit exposures. The guidance is effective on a modified retrospective basis for us on January 1, 2020 with early adoption permitted. We are evaluating the impact of this standard on our consolidated financial statements and related disclosures. In July 2018, the FASB issued ASU 2018-09 Codification improvements. The amendments in this ASU cover a wide range of topics covering primarily minor corrections, clarifications and codification improvements. We are evaluating the impact of these amendments on our consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. These amendments change the disclosures for fair value measurements - removing or modifying certain existing disclosure requirements, and adding new disclosure requirements. We are evaluating the impact of these amendments on our consolidated financial statement disclosures. In August 2018, the FASB issued ASU 2018-14 Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans. These amendments change the disclosures for defined benefit plans - removing or clarifying certain existing disclosure requirements, and adding new disclosure requirements. We are evaluating the impact of these amendments on our consolidated financial statement disclosures. In August 2018, the FASB issued ASU 2018-15 Intangibles-Goodwill and Other- Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. These amendments change the definition of a hosting arrangement and requires the capitalization of certain implementation costs. We are evaluating the impact of these amendments on our consolidated financial statement disclosures. |
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Derivatives, methods of accounting, hedging derivatives | Changes in fair value of derivative instruments With effect from the quarter ended September 30, 2018, we presented two new line items in operating activities on the face of the statements of cashflows. Given the significance of the oil derivative instrument in the current year, we believe that the introduction of this new line item in the statements of cashflows provides users of our financial statements greater transparency over a key element of our business. This presentation change has been retrospectively restated in prior periods. |
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Use of estimates | 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 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. As of September 30, 2018, we leased eight vessels under finance leases from wholly-owned special purpose vehicles ("Lessor SPVs") of financial institutions in connection with our sale and leaseback transactions. While we do not hold any equity investments in these Lessor SPVs, we have determined that we are the primary beneficiary of these entities and, accordingly, we are required to consolidate these VIEs into our financial results. The key line items impacted by our consolidation of these VIEs are short-term and long-term debt, restricted cash and short-term deposits, non-controlling interests, interest income and interest expense. In consolidating these lessor VIEs, on a quarterly basis, we must make assumptions regarding (i) the debt amortization profile; (ii) the interest rate to be applied against the VIEs’ debt principal; and (iii) the VIE's application of cash receipts. Our estimates are therefore dependent upon the timeliness of receipt and accuracy of financial information provided by these lessor VIE entities. Upon receipt of the audited annual financial statements of the lessor VIEs, we will make a true-up adjustment for any material differences. In relation to the oil derivative instrument (see note 1), the fair value was determined using the estimated discounted cash flows of the additional payments due to us as a result of oil prices moving above a contractual oil price floor over the term of the LTA. Significant inputs used in the valuation of the oil derivative instrument include management’s estimate of an appropriate discount rate and the length of time to blend the long-term and the short-term oil prices obtained from quoted prices in active markets. |
Accounting Policies (Tables) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The change in presentation for the nine months ended September 30, 2017 is as follows:
This presentation change has been retrospectively restated in prior periods. The change in presentation for the nine months ended September 30, 2017 is as follows:
The change in presentation for the nine months ended September 30, 2017 is as follows:
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Schedule of Price Risk Derivatives | The realized and unrealized gain on oil derivative instrument is as follows:
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Recently Issued Accounting Standards Recently Issued Accounting Standards (Tables) |
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New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The change in presentation for the nine months ended September 30, 2017 is as follows:
This presentation change has been retrospectively restated in prior periods. The change in presentation for the nine months ended September 30, 2017 is as follows:
The change in presentation for the nine months ended September 30, 2017 is as follows:
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Segment Information (Tables) |
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Segment Reporting [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Segment Reporting Information, by Segment |
(1) Eliminations required for consolidation purposes. (2) Inter segment operating income (loss) relates to management fee revenues and charter revenues between the segments. (3) We no longer consider LNG trading a separate reportable segment. Given the previously reported segment information was immaterial for all periods presented, we have included these amounts within the vessel operations segment. |
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Schedules of Concentration of Risk, by Risk Factor | For the nine months ended September 30, 2018 and 2017, revenues from the following customers accounted for over 10% of our total operating revenues, excluding vessel and other management fees:
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Revenue (Tables) |
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Revenue from Contract with Customer [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Change in Contract with Customer, Asset and Liability | Changes in our contract balances during the period are as follows:
(1) Relates to management fee revenue and liquefaction services revenue, see a) and b) below. (2) Relates to liquefaction services revenue, see b) below. |
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Disaggregation of Revenue | Liquefaction services revenue recognized comprises the following amounts:
(1) 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 income), 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 on oil derivative instrument" in the consolidated statements of income, 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 income evenly over the contract term. (3) The 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 income evenly over the contract term. |
(Losses) Earnings Per Share (Tables) |
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Schedule of (Losses) Earnings Per Share | The components of the numerator for the calculation of basic and diluted EPS are as follows:
The components of the denominator for the calculation of basic and diluted EPS are as follows:
Earnings (loss) per share are as follows:
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Other Financial Items (Tables) |
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Other Income and Expenses [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Derivative Instruments, Gain (Loss) | (Losses) gains on derivative instruments comprise of the following:
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Schedule of Other Financial Items | Other financial items, net comprise of the following:
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Variable Interest Entities (Tables) |
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Summary of Bareboat Charters | A summary of our payment obligations (excluding repurchase options and obligations) under the bareboat charters with the lessor VIEs as of September 30, 2018, are shown below:
(1) For the three months ending December 31, 2018. (2) The payment obligations relating to the Golar Tundra, Golar Crystal and Hilli above includes variable rental payments due under the lease based on an assumed LIBOR plus margin. (3) The payment obligations relating to the Golar Tundra and Golar Seal above have been prepared on the assumption that we are able to secure a replacement charter for these two vessels, to ensure continuation of these financing arrangements. Refer to note 1 for further details. |
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Schedule of Assets and Liabilities of Lessor VIEs | The assets and liabilities of Hilli LLC that most significantly impact our consolidated balance sheet as of September 30, 2018, are as follows:
(1) Where applicable, these balances are net of deferred finance charges. (2) As Hilli LLC is the primary beneficiary of the Hilli Lessor VIE (see above) the Hilli LLC balances include the Hilli Lessor VIE. The assets and liabilities of these lessor VIEs that most significantly impact our consolidated balance sheet as of September 30, 2018 and December 31, 2017, are as follows:
(1) Where applicable, these balances are net of deferred finance charges. |
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Schedule of changes in subsidiary ownership | The Hilli Disposal resulted in the following changes to our ownership interest in our consolidated subsidiary Hilli LLC in our equity:
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Restricted cash and short term deposits (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Supplemental Cash Flow Elements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restrictions on Cash and Cash Equivalents | Our restricted cash and short-term deposits balances are as follows:
(1) In November 2015, in connection with the issuance of a letter of credit by a financial institution to our project partner involved in the Hilli FLNG project, we were required to provide cash collateral to support the performance guarantee. |
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Schedule of Cash Flow, Supplemental Disclosures | 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:
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Asset Under Development (Tables) |
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Sep. 30, 2018 | ||||||||||||||||||||||
Extractive Industries [Abstract] | ||||||||||||||||||||||
Schedule for Assets Under Development |
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Equity in Net (Losses) Earnings of Affiliates (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Equity Method Investments |
(1) For the nine months ended September 30, 2017, our share of net earnings (losses) in Golar Partners includes a non-cash loss on deemed disposal of $17.0 million, being the dilutive impact on our ownership interest due to further issuances of common units by Golar Partners in February 2017. The carrying amounts of our investments in our equity method investments as at September 30, 2018 and December 31, 2017 are as follows:
(1) The delays in finalizing a debt financing package for the Fortuna FLNG project, together with other capital and resource priorities, has resulted in a decision from Schlumberger to end their participation in the project. Golar and Schlumberger, as a result of this, plan to wind down OneLNG and work on FLNG projects as required on a case-by-case basis. As a result, we have written down our investment in OneLNG to $nil at September 30, 2018. |
Other Non-Current Assets (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Components of Other Non-current Assets | Other non-current assets comprise of the following:
(1) "Oil derivative instrument" refers to a derivative embedded in the Hilli LTA. See note 1 for further details. (2) "Other non-current assets" is mainly comprised of payments made relating to long lead items ordered in preparation for the conversion of the Gimi and the Gandria into FLNG vessels. As of September 30, 2018 and December 31, 2017, the aggregate carrying value was $15.0 million and $31.0 million, respectively. The Gimi and the Gandria conversion contracts provide the flexibility wherein certain beneficial cancellation provisions exist which, if exercised prior to contract expiry, will allow termination of contracts and recovery of previous milestone payments, less cancellation fees. The Gimi contract will expire on December 30, 2018 and the Gandria contract will expire on December 31, 2018. (3) "Investment in OLT Offshore LNG Toscana S.p.A" ("OLT-O") refers to our investment in an Italian incorporated unlisted company which is involved in the construction, development, operation and maintenance of a FSRU terminal to be situated off the Livorno coast of Italy. In prior years, this investment was classified as a cost method investment. Following the adoption of ASU 2016-01, we have applied the measurement alternative for measuring equity investments without readily determinable fair values. As of September 30, 2018 and December 31, 2017, our investment in OLT-O was $7.3 million, representing a 2.7% interest in OLT-O’s issued share capital. (4) "Derivatives - other" refers to the Earn-Out Units issuable to us in connection with the IDR reset transaction with Golar Partners in October 2016. As of September 30, 2018, the fair value of the Earn-Out Units was written down to $nil due to the expectation that Golar Partners would decrease its quarterly distribution. |
Debt (Tables) |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Components of Debt | As of September 30, 2018 and December 31, 2017, our debt was as follows:
(1) During July 2018, amendments to the existing margin loan facility, secured by units in Golar Partners, were completed. Although most of the existing terms remain substantially unchanged, the facility will no longer amortize. Subject to the satisfaction of certain covenants, no further principal repayments will be required ahead of maturity in March 2020. (2) In June 2018, we repaid $640.0 million on the pre-delivery credit facility and drew down $960.0 million on the post-acceptance sale and leaseback financing (the "Hilli Facility") in relation to the FLNG Hilli facility. The sale and leaseback arrangement is provided by a related party of CSSC. (3) See note 8. (4) In April 2018, the SPV, Oriental Fleet LNG 01 Limited, which owns the Golar Crystal, entered into a long-term loan facility for $101.0 million. The loan facility is provided by a related party of COSCO Shipping. The loan facility is denominated in USD, is a 10 year loan, limited to the term of the bareboat charter, bears interest at LIBOR plus a margin and is repayable in monthly installments with a balloon payment on maturity. (5) On July 12, 2018, we entered into an agreement to guarantee the debt payable by Hilli Corp to creditor Fortune Lianjiang Shipping S.A. Under the guarantee we are severally liable for any outstanding principal, interest, expenses and other amounts that are payable, on a pro rata basis to our ownership in Common Units in Golar Hilli LLC. As of September 30, 2018 the amount we have guaranteed is $456.6 million. (6) The Hilli shareholder loans were converted to equity on the Closing Date of the Hilli Disposal. (7) During October 2018, amendments to the existing $1.125 billion facility were completed, extending the term of the commercial tranche by 5 years. At September 30, 2018, our debt can be broken down as follows:
(1) These amounts relate to certain lessor entities (for which legal ownership resides with financial institutions) that we are required to consolidate under U.S. GAAP into our financial statements as variable interest entities (see note 8). |
Accumulated Other Comprehensive (Loss) Income (Tables) |
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Sep. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Accumulated Other Comprehensive (Loss) Income | The components of accumulated other comprehensive loss consisted of the following:
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Financial Instruments (Tables) |
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Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Carrying Values and Estimated Values of Financial Instruments | The carrying values and estimated fair values of our financial instruments at September 30, 2018 and December 31, 2017 are as follows:
(1) The carrying amounts of our short-term debt approximate their fair values because of the near term maturity of these instruments. (2) Our debt obligations are recorded at amortized cost in the consolidated balance sheets. The amounts presented in the table above are gross of the deferred finance charges amounting to $17.1 million and $24.1 million at September 30, 2018 and December 31, 2017, respectively. (3) The fair value of certain derivative instruments is the estimated amount that we would receive or pay to terminate the agreements at the reporting date, taking into account current interest rates, foreign exchange rates, closing quoted market prices and our creditworthiness and that of our counterparties. (4) The fair value of total return equity swaps is calculated using the closing prices of the underlying listed shares, dividends paid since inception and the interest rate charged by the counterparty. (5) The Earn-Out Units are issuable to Golar in connection with the IDR reset transaction between Golar and Golar Partners in October 2016. As of September 30, 2018, the fair value of the Earn-Out Units was written down to $nil due to the expectation that Golar Partners would decrease its quarterly distribution. (6) The fair value of the oil derivative instrument was determined using the estimated discounted cash flows of the additional payments due to us as a result of oil prices moving above a contractual oil price floor over the term of the LTA. Significant inputs used in the valuation of the oil derivative include management’s estimate of an appropriate discount rate and the length of time to blend the long-term and the short-term oil prices obtained from quoted prices in active markets. |
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Schedule of Interest Rate Derivatives | As of September 30, 2018, we were party to the following interest rate swap transactions involving the payment of fixed rates in exchange for LIBOR as summarized below:
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Offsetting Assets | We have elected not to offset the fair values of derivative assets and liabilities executed with the same counterparty that are generally subject to enforceable master netting arrangements. However, if we were to offset and record the asset and liability balances of derivatives on a net basis, the amounts presented in our consolidated balance sheets as of September 30, 2018 and December 31, 2017 would be adjusted as detailed in the following table:
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Related Party Transactions (Tables) |
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Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Related Party Transactions | Transactions with the Cool Pool: The table below summarizes our earnings generated from our participation in the Cool Pool:
Receivables from other related parties:
Net revenues (expenses): The transactions with Golar Partners and its subsidiaries for the nine months ended September 30, 2018 and 2017 consisted of the following:
Payables: The balances with Golar Partners and its subsidiaries as of September 30, 2018 and December 31, 2017 consisted of the following:
Expense under Tundra Letter Agreement - In May 2016, we completed the Golar Tundra Sale and received a total cash consideration of $107.2 million. We agreed to pay Golar Partners a daily fee plus operating expenses for the right to use the Golar Tundra from the date the Golar Tundra Sale was closed, until the date that the vessel would commence operations under the Golar Tundra Time Charter. In return, Golar Partners agreed to remit to us any hire income received with respect to the Golar Tundra during that period. It was further agreed that, if for any reason the Golar Tundra Time Charter had not commenced by the 12 month anniversary of the closing of the Golar Tundra Sale, Golar Partners had the right to require that we repurchase the shares of Tundra Corp at a price equal to the purchase price. Accordingly, by virtue of the put option, which was exercised by Golar Partners in May 2017, we continued to consolidate the Golar Tundra for the periods whilst the put option remained in place, thus we have accounted for $nil and $2.1 million as interest expense for the nine months ended September 30, 2018 and 2017, respectively. Deferred purchase price - In May 2017, the Golar Tundra had not commenced her charter and, accordingly, Golar Partners elected to exercise the Tundra Put Right to require us to repurchase Tundra Corp at a price equal to the original purchase price. In connection with Golar Partners exercising the Tundra Put Right, we and Golar Partners entered into an agreement pursuant to which we agreed to purchase Tundra Corp from Golar Partners on the date of the closing of the Tundra Put Sale (the "Put Sale Closing Date") in return we will be required to pay an amount equal to $107.2 million (the "Deferred Purchase Price") plus an additional amount equal to 5% per annum of the Deferred Purchase Price (the "Additional Amount"). The Deferred Purchase Price and the Additional Amount shall be due and payable by us on the date of the closing of the Hilli Disposal (see below). We agreed to accept the Deferred Purchase Price and the Additional Amount in lieu of a cash receipt on the Put Sale Closing Date in return we have provided Golar Partners with an option (which Golar Partners have exercised) to purchase an interest in Hilli Corp. We have accounted for $2.9 million and $nil as interest expense for the nine months ended September 30, 2018 and 2017, respectively, in relation to the Deferred Purchase Price. Deposit received from Golar Partners - On August 15, 2017, we entered into the Hilli Sale Agreement with Golar Partners for the Hilli Disposal from the Sellers of the Hilli Common Units in Hilli LLC. On the Closing Date of the Hilli Disposal, Hilli LLC will be the disponent owner of the Hilli. The Disposal Interests represent the equivalent of 50% of the two liquefaction trains, out of a total of four, that are contracted to Perenco and SNH under an eight-year LTA. The sale price for the Disposal Interests is $658 million less 50% of the net lease obligations under the financing facility for the Hilli (the "Hilli Facility") on closing date, plus post-closing purchase price adjustments. Concurrently with the execution of the Hilli Sale Agreement, we received a further $70 million deposit from Golar Partners, upon which we pay interest at a rate of 5% per annum. We have accounted for $1.9 million and $0.4 million as interest expense for the nine months ended September 30, 2018 and 2017, respectively, in relation to the $70 million deposit from Golar Partners. On July 12, 2018, we concluded the Hilli Disposal with Golar Partners, accordingly we applied the Deferred Purchase Price as well as the deposit received from Golar Partners against the disposal.
Net revenues: The transactions with OneLNG and its subsidiaries for the nine months ended September 30, 2018 and 2017 consisted of the following:
Receivables: The balances with OneLNG and its subsidiaries as of September 30, 2018 and December 31, 2017 consisted of the following:
Subsequent to the decision to dissolve OneLNG, we have written off $12.7 million of the trading balance with OneLNG as we deem it to be no longer recoverable. The trade receivables of $8.2 million is net of this provision. Net revenues: The transactions with Golar Power and its affiliates for the nine months ended September 30, 2018 and 2017 consisted of the following:
Payables: The balances with Golar Power and its affiliates as of September 30, 2018 and December 31, 2017 consisted of the following:
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Other Commitments and Contingencies (Tables) |
9 Months Ended | ||||||||||||||||||||
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Sep. 30, 2018 | |||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||
Schedule of Assets Pledged | Assets pledged
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Accounting Policies - Project development expenses (Details) - USD ($) $ in Thousands |
9 Months Ended | |
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Sep. 30, 2018 |
Sep. 30, 2017 |
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New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Project development expenses | $ 16,964 | $ 6,383 |
Administrative expenses | $ 38,867 | 27,188 |
Previously Reported | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Project development expenses | 0 | |
Administrative expenses | 33,571 | |
Restatement Adjustment | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Project development expenses | 6,383 | |
Administrative expenses | $ (6,383) |
Accounting Policies - (Losses) gains on derivative instruments (Details) - USD ($) $ in Thousands |
9 Months Ended | |
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Sep. 30, 2018 |
Sep. 30, 2017 |
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New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
(Losses) gains on derivative instruments | $ (12,258) | $ 580 |
Other financial items, net | $ 4,621 | (4,075) |
Previously Reported | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
(Losses) gains on derivative instruments | 0 | |
Other financial items, net | (3,495) | |
Restatement Adjustment | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
(Losses) gains on derivative instruments | 580 | |
Other financial items, net | $ (580) |
Accounting Policies - Use of estimates (Details) $ in Thousands |
9 Months Ended | |
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Sep. 30, 2018
USD ($)
vessel
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Sep. 30, 2017
USD ($)
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Price Risk Derivatives [Line Items] | ||
Number of vessels in sale and leaseback transaction | vessel | 8 | |
FLNG derivative | FLNG | ||
Price Risk Derivatives [Line Items] | ||
Realized gain on oil derivative instrument | $ 14,318 | $ 0 |
Unrealized gain on oil derivative instrument | 185,770 | 0 |
Gain on FLNG derivative instrument | $ 200,088 | $ 0 |
Recently Issued Accounting Standards Recently Issued Accounting Standards (Details) - USD ($) $ in Thousands |
9 Months Ended | ||||
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Sep. 30, 2018 |
Sep. 30, 2017 |
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New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Increase (decrease) in restricted cash and cash equivalents, operating activities | $ 0 | ||||
Increase (decrease) in restricted cash and cash equivalents, investing activities | 0 | ||||
Increase (decrease) in restricted cash and cash equivalents, financing activities | 0 | ||||
Net increase in cash, cash equivalents and restricted cash | [1] | $ 151,486 | 98,847 | ||
Cash, cash equivalents and restricted cash at beginning of period | [1] | 612,677 | 640,218 | ||
Cash, cash equivalents and restricted cash at end of period | [1] | $ 764,163 | 739,065 | ||
Accounting Standards Update 2016-18 | Previously Reported | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Increase (decrease) in restricted cash and cash equivalents, operating activities | 323 | ||||
Increase (decrease) in restricted cash and cash equivalents, investing activities | (4,773) | ||||
Increase (decrease) in restricted cash and cash equivalents, financing activities | (32,025) | ||||
Net increase in cash, cash equivalents and restricted cash | 62,372 | ||||
Cash, cash equivalents and restricted cash at beginning of period | 224,190 | ||||
Cash, cash equivalents and restricted cash at end of period | 286,562 | ||||
Accounting Standards Update 2016-18 | Restatement Adjustment | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Increase (decrease) in restricted cash and cash equivalents, operating activities | (323) | ||||
Increase (decrease) in restricted cash and cash equivalents, investing activities | 4,773 | ||||
Increase (decrease) in restricted cash and cash equivalents, financing activities | 32,025 | ||||
Net increase in cash, cash equivalents and restricted cash | 36,475 | ||||
Cash, cash equivalents and restricted cash at beginning of period | 416,028 | ||||
Cash, cash equivalents and restricted cash at end of period | $ 452,503 | ||||
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Segment Information - Narrative (Details) |
9 Months Ended |
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Sep. 30, 2018
segment
| |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 3 |
Segment Information (Details) - USD ($) $ in Thousands |
9 Months Ended | ||||
---|---|---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
Dec. 31, 2017 |
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Segment Reporting Information [Line Items] | |||||
Total operating revenues | $ 248,665 | $ 85,950 | |||
Depreciation and amortization | [1] | (65,394) | (59,937) | ||
Other operating expenses | (189,333) | (114,269) | |||
Other operating gains and losses | 223,366 | 0 | |||
Operating income (loss) before inter-segment eliminations | 217,304 | (88,256) | |||
Operating income (loss) | 217,304 | (88,256) | |||
Equity in net earnings (losses) of affiliates | (3,547) | (19,100) | |||
Total assets | 5,187,084 | $ 4,764,287 | |||
Investments in affiliates | 702,222 | 703,225 | |||
Operating Segments | Vessel Operations | |||||
Segment Reporting Information [Line Items] | |||||
Total operating revenues | 175,564 | 85,950 | |||
Depreciation and amortization | (49,252) | (59,937) | |||
Other operating expenses | (158,964) | (113,888) | |||
Other operating gains and losses | 36,000 | 0 | |||
Operating income (loss) before inter-segment eliminations | 3,348 | (87,875) | |||
Operating income (loss) | 3,617 | (86,105) | |||
Equity in net earnings (losses) of affiliates | 15,485 | (1,359) | |||
Total assets | 3,008,178 | 3,025,244 | |||
Investments in affiliates | 443,623 | 472,482 | |||
Operating Segments | FLNG | |||||
Segment Reporting Information [Line Items] | |||||
Total operating revenues | 73,101 | 0 | |||
Depreciation and amortization | (16,142) | 0 | |||
Other operating expenses | (30,369) | (381) | |||
Other operating gains and losses | 187,366 | 0 | |||
Operating income (loss) before inter-segment eliminations | 213,956 | (381) | |||
Operating income (loss) | 213,956 | (381) | |||
Equity in net earnings (losses) of affiliates | (2,047) | (5,281) | |||
Total assets | 1,925,688 | 1,515,463 | |||
Investments in affiliates | 0 | 2,047 | |||
Operating Segments | Power Segment | |||||
Segment Reporting Information [Line Items] | |||||
Total operating revenues | 0 | 0 | |||
Depreciation and amortization | 0 | 0 | |||
Other operating expenses | 0 | 0 | |||
Other operating gains and losses | 0 | 0 | |||
Operating income (loss) before inter-segment eliminations | 0 | 0 | |||
Operating income (loss) | 0 | 0 | |||
Equity in net earnings (losses) of affiliates | (16,985) | (12,460) | |||
Total assets | 258,599 | 228,696 | |||
Investments in affiliates | 258,599 | 228,696 | |||
Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Total operating revenues | 0 | 0 | |||
Depreciation and amortization | 0 | 0 | |||
Other operating expenses | 0 | 0 | |||
Other operating gains and losses | 0 | 0 | |||
Operating income (loss) before inter-segment eliminations | 0 | 0 | |||
Operating income (loss) | (269) | (1,770) | |||
Equity in net earnings (losses) of affiliates | 0 | 0 | |||
Total assets | (5,381) | (5,116) | |||
Investments in affiliates | 0 | $ 0 | |||
Intersegment Eliminations | Vessel Operations | |||||
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | 269 | 1,770 | |||
Intersegment Eliminations | FLNG | |||||
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | 0 | 0 | |||
Intersegment Eliminations | Power Segment | |||||
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | $ 0 | $ 0 | |||
|
Segment information - Revenue from external customers (Details) - USD ($) $ in Thousands |
9 Months Ended | |
---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
|
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | $ 248,665 | $ 85,950 |
Sales Revenue, Net | The Cool Pool | Customer Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | $ 141,024 | $ 62,113 |
Concentration risk, percentage | 61.00% | 90.00% |
Sales Revenue, Net | Perenco and SNH | Customer Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | $ 73,101 | $ 0 |
Concentration risk, percentage | 31.00% | 0.00% |
Sales Revenue, Net | An Energy and Logistics Company | Customer Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Total operating revenues | $ 6,907 | $ 6,907 |
Concentration risk, percentage | 3.00% | 10.00% |
Revenue Change in Contract Balances (Details) $ in Thousands |
9 Months Ended |
---|---|
Sep. 30, 2018
USD ($)
| |
Change in Contract with Customer, Asset [Abstract] | |
Contract with customer, asset, net, beginning balance | $ 17,245 |
Payments received for services billed | (14,558) |
Services provided and billed in current period | 84,336 |
Payments received for services billed in current period | (65,089) |
Impairment | (1,006) |
Contract with customer, asset, net, ending balance | 20,928 |
Change in Contract with Customer, Liability [Abstract] | |
Contract with customer, liability, beginning balance | 0 |
Services provided and billed in current period | 33,763 |
Deferred commissioning period billing | (1,412) |
Contract with customer, liability, ending balance | $ 32,351 |
Revenue Management Fee Revenue (Details) - USD ($) $ in Thousands |
Sep. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Related Party Transaction [Line Items] | ||
Amounts due from related parties | $ 18,109 | $ 7,898 |
Amounts due to related parties | 6,571 | 8,734 |
Golar LNG Partners | Management and administrative services revenue | ||
Related Party Transaction [Line Items] | ||
Amounts due from related parties | 3,100 | 7,200 |
Amounts due to related parties | $ 800 | $ 10,000 |
Revenue Liquefaction services revenue (Details) $ in Thousands |
9 Months Ended | ||||
---|---|---|---|---|---|
Sep. 30, 2018
USD ($)
$ / barrel
|
Sep. 30, 2017
USD ($)
|
Dec. 31, 2017
USD ($)
|
|||
Disaggregation of Revenue [Line Items] | |||||
Liquefaction services revenue | $ 248,665 | $ 85,950 | |||
Amortization of Day 1 gain | [1] | $ (12,258) | 580 | ||
Oil price per barrel | $ / barrel | 60 | ||||
Contract with customer, liability, revenue recognized | $ 33,763 | ||||
Derivative asset | 16,225 | $ 10,166 | |||
Base tolling fee | |||||
Disaggregation of Revenue [Line Items] | |||||
Liquefaction services revenue | 68,552 | 0 | |||
Liquefaction Services | |||||
Disaggregation of Revenue [Line Items] | |||||
Liquefaction services revenue | 73,101 | 0 | |||
Amortization of deferred commissioning period billing | 1,412 | 0 | |||
Amortization of Day 1 gain | 3,329 | 0 | |||
Other | $ (192) | $ 0 | |||
|
(Losses) Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands |
9 Months Ended | |
---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income (loss) attributable to Golar LNG Ltd stockholders - basic and diluted | $ 81,529 | $ (183,526) |
Weighted average number of common shares outstanding, basic (in shares) | 100,665 | 100,599 |
Weighted average number of common shares outstanding, basic and diluted (in shares) | 100,834 | 100,599 |
Losses per share | ||
Basic and diluted (in USD per share) | $ 0.81 | $ (1.82) |
Employee Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive impact of share options (in shares) | 169 | 0 |
(Losses) gains on derivative instruments and other financial items, net (Losses) gains on derivative instruments (Details) - USD ($) $ in Thousands |
9 Months Ended | |
---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
|
Derivative Instruments, Gain (Loss) [Line Items] | ||
(Losses) gains on derivative instruments | $ (12,258) | $ 580 |
Interest Rate Swap | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
(Losses) gains on derivative instruments | 6,059 | 1,056 |
Earn-out Units | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
(Losses) gains on derivative instruments | (7,400) | 2,000 |
Equity Derivatives | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
(Losses) gains on derivative instruments | (10,757) | (3,841) |
Foreign Exchange Swaps | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
(Losses) gains on derivative instruments | $ (160) | $ 1,365 |
Other Financial Items (Details) - USD ($) $ in Thousands |
9 Months Ended | |
---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
|
Derivative Instruments, Gain (Loss) [Line Items] | ||
Foreign exchange loss on operations | $ (973) | $ 0 |
Amortization of debt guarantee | 539 | 1,234 |
Financing arrangement fees and other costs | (54) | (283) |
Others | (213) | (1,590) |
Other financial items, net | 4,621 | (4,075) |
Interest Rate Swap | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Interest income (expense), net | $ 5,322 | $ (3,436) |
Variable Interest Entities - Narrative (Details) $ in Thousands |
9 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|
Sep. 30, 2018
USD ($)
vessel
|
Sep. 30, 2017
USD ($)
|
Dec. 31, 2017
vessel
|
|||
Variable Interest Entity [Line Items] | |||||
Number of vessels in sale and leaseback transaction | 8 | ||||
Interest expense | $ | $ 70,657 | $ 53,085 | |||
Net cash received in financing activities | $ | [1] | $ (252,142) | (332,177) | ||
Variable Interest Entity, Primary Beneficiary | |||||
Variable Interest Entity [Line Items] | |||||
Number of vessels in sale and leaseback transaction | 8 | 7 | |||
Sale and leaseback term | 10 years | ||||
Interest expense | $ | $ 40,200 | 29,400 | |||
Net cash received in financing activities | $ | $ 810,600 | $ 80,900 | |||
Variable Interest Entity, Primary Beneficiary | ICBCL Agreement | |||||
Variable Interest Entity [Line Items] | |||||
Number of vessels in sale and leaseback transaction | 4 | ||||
Variable Interest Entity, Primary Beneficiary | CMBL Agreement | |||||
Variable Interest Entity [Line Items] | |||||
Number of vessels in sale and leaseback transaction | 1 | ||||
Variable Interest Entity, Primary Beneficiary | CCBFL Agreement | |||||
Variable Interest Entity [Line Items] | |||||
Number of vessels in sale and leaseback transaction | 1 | ||||
Variable Interest Entity, Primary Beneficiary | COSCO Shipping Agreement | |||||
Variable Interest Entity [Line Items] | |||||
Number of vessels in sale and leaseback transaction | 1 | ||||
Variable Interest Entity, Primary Beneficiary | CSSC | |||||
Variable Interest Entity [Line Items] | |||||
Number of vessels in sale and leaseback transaction | 1 | ||||
|
Variable Interest Entities - Summary of Bareboat Charters (Details) - Variable Interest Entity, Primary Beneficiary $ in Thousands |
Sep. 30, 2018
USD ($)
|
---|---|
ICBCL Agreement | Golar Glacier | |
Variable Interest Entity [Line Items] | |
2018 | $ 4,310 |
2019 | 17,100 |
2020 | 17,147 |
2021 | 17,100 |
2022 | 17,100 |
After 2023 | 29,984 |
ICBCL Agreement | Golar Kelvin | |
Variable Interest Entity [Line Items] | |
2018 | 4,310 |
2019 | 17,100 |
2020 | 17,147 |
2021 | 17,100 |
2022 | 17,100 |
After 2023 | 32,795 |
ICBCL Agreement | Golar Snow | |
Variable Interest Entity [Line Items] | |
2018 | 4,310 |
2019 | 17,100 |
2020 | 17,147 |
2021 | 17,100 |
2022 | 17,100 |
After 2023 | 32,795 |
ICBCL Agreement | Golar Ice | |
Variable Interest Entity [Line Items] | |
2018 | 4,310 |
2019 | 17,100 |
2020 | 17,147 |
2021 | 17,100 |
2022 | 17,100 |
After 2023 | 35,700 |
CMBL Agreement | Golar Tundra | |
Variable Interest Entity [Line Items] | |
2018 | 5,800 |
2019 | 22,437 |
2020 | 21,548 |
2021 | 20,610 |
2022 | 19,697 |
After 2023 | 50,863 |
CCBFL Agreement | Golar Seal | |
Variable Interest Entity [Line Items] | |
2018 | 3,736 |
2019 | 15,193 |
2020 | 15,151 |
2021 | 15,151 |
2022 | 15,151 |
After 2023 | 45,495 |
COSCO Shipping Agreement | Golar Crystal | |
Variable Interest Entity [Line Items] | |
2018 | 3,127 |
2019 | 12,440 |
2020 | 12,335 |
2021 | 12,175 |
2022 | 12,050 |
After 2023 | 49,508 |
CSSC | Hilli | |
Variable Interest Entity [Line Items] | |
2018 | 32,575 |
2019 | 128,418 |
2020 | 123,526 |
2021 | 118,800 |
2022 | 114,075 |
After 2023 | $ 521,518 |
Variable Interest Entities - Schedule of Assets and Liabilities of Lessor VIEs (Details) - USD ($) $ in Thousands |
Sep. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Debt: | ||
Current portion of long-term debt and short-term debt | $ 830,911 | $ 1,384,933 |
Long-term debt | 1,788,669 | 1,025,914 |
Total liabilities | 3,040,688 | 2,967,983 |
Variable Interest Entity, Primary Beneficiary | ||
Assets | ||
Restricted cash and short-term deposits | 188,434 | 130,063 |
Debt: | ||
Current portion of long-term debt and short-term debt | 799,011 | 833,664 |
Long-term debt | 1,097,539 | 252,691 |
Total liabilities | 1,896,550 | $ 1,086,355 |
ICBCL Agreement | Golar Glacier | Variable Interest Entity, Primary Beneficiary | ||
Assets | ||
Restricted cash and short-term deposits | 23,272 | |
Debt: | ||
Current portion of long-term debt and short-term debt | 39,316 | |
Long-term debt | 117,880 | |
Total liabilities | 157,196 | |
ICBCL Agreement | Golar Kelvin | Variable Interest Entity, Primary Beneficiary | ||
Assets | ||
Restricted cash and short-term deposits | 67,109 | |
Debt: | ||
Current portion of long-term debt and short-term debt | 182,540 | |
Long-term debt | 0 | |
Total liabilities | 182,540 | |
ICBCL Agreement | Golar Snow | Variable Interest Entity, Primary Beneficiary | ||
Assets | ||
Restricted cash and short-term deposits | 16,436 | |
Debt: | ||
Current portion of long-term debt and short-term debt | 30,402 | |
Long-term debt | 123,228 | |
Total liabilities | 153,630 | |
ICBCL Agreement | Golar Ice | Variable Interest Entity, Primary Beneficiary | ||
Assets | ||
Restricted cash and short-term deposits | 18 | |
Debt: | ||
Current portion of long-term debt and short-term debt | 122,208 | |
Long-term debt | 0 | |
Total liabilities | 122,208 | |
CMBL Agreement | Golar Tundra | Variable Interest Entity, Primary Beneficiary | ||
Assets | ||
Restricted cash and short-term deposits | 0 | |
Debt: | ||
Current portion of long-term debt and short-term debt | 125,937 | |
Long-term debt | 0 | |
Capital Lease Obligations | 125,937 | |
CCBFL Agreement | Golar Seal | Variable Interest Entity, Primary Beneficiary | ||
Assets | ||
Restricted cash and short-term deposits | 25,750 | |
Debt: | ||
Current portion of long-term debt and short-term debt | 143,849 | |
Long-term debt | 0 | |
Capital Lease Obligations | 143,849 | |
COSCO Shipping Agreement | Golar Crystal | Variable Interest Entity, Primary Beneficiary | ||
Assets | ||
Restricted cash and short-term deposits | 2,798 | |
Debt: | ||
Current portion of long-term debt and short-term debt | 5,879 | |
Long-term debt | 92,181 | |
Total liabilities | 98,060 | |
CSSC | Hilli | Variable Interest Entity, Primary Beneficiary | ||
Assets | ||
Restricted cash and short-term deposits | 53,051 | |
Debt: | ||
Current portion of long-term debt and short-term debt | 148,880 | |
Long-term debt | 764,250 | |
Total liabilities | $ 913,130 |
Variable Interest Entities ("VIE") Variable Interest Entities - Changes to our ownership interest in consolidated subsidiary Hilli LLC in our equity (Details) - USD ($) $ in Thousands |
9 Months Ended | ||
---|---|---|---|
Jul. 12, 2018 |
Sep. 30, 2018 |
Sep. 30, 2017 |
|
Variable Interest Entity [Line Items] | |||
Net income attributable to stockholders of Golar LNG Limited | $ 81,529 | $ (183,526) | |
Transfer to the non-controlling interests: increase in Golar LNG Limited’s paid-in capital for sale of 1,096 Hilli Common Units in July 2018 | 304,468 | ||
Changes from net income attributable to stockholders of Golar LNG Limited and transfers to non-controlling interests | $ 385,997 | ||
Common Stock | Golar LNG Partners | Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | Golar Hilli LLC | |||
Variable Interest Entity [Line Items] | |||
Sale of stock, number of shares issued in transaction (in shares) | 1,096 |
Variable Interest Entities ("VIE") Variable Interest Entities - Assets and Liabilities of Hilli LLC (Details) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | |||||
---|---|---|---|---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2018 |
Sep. 30, 2017 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|||
ASSETS | |||||||
Cash and short-term deposits | $ 306,387 | $ 306,387 | $ 286,562 | $ 214,862 | $ 224,190 | ||
Restricted cash and short-term deposits | 457,776 | 457,776 | 397,815 | ||||
Vessels and equipment, net | 3,315,960 | 3,315,960 | 2,077,059 | ||||
Other non-current assets | 327,176 | 327,176 | 157,504 | ||||
Total assets | 5,187,084 | 5,187,084 | 4,764,287 | ||||
Liabilities | |||||||
Current portion of long-term debt and short-term debt | 830,911 | 830,911 | 1,384,933 | ||||
Long-term debt | 1,788,669 | 1,788,669 | 1,025,914 | ||||
Total liabilities | 3,040,688 | 3,040,688 | 2,967,983 | ||||
Total operating revenues | 248,665 | 85,950 | |||||
Realized and unrealized gain on oil derivative instrument | 200,088 | 0 | |||||
Net cash payments in financing activities | [1] | (252,142) | (332,177) | ||||
Variable Interest Entity, Primary Beneficiary | |||||||
Liabilities | |||||||
Current portion of long-term debt and short-term debt | 799,011 | 799,011 | 833,664 | ||||
Long-term debt | 1,097,539 | 1,097,539 | 252,691 | ||||
Total liabilities | 1,896,550 | 1,896,550 | $ 1,086,355 | ||||
Net cash payments in financing activities | 810,600 | 80,900 | |||||
Liquefaction Services | |||||||
Liabilities | |||||||
Total operating revenues | 73,101 | $ 0 | |||||
Liquefaction Services | Variable Interest Entity, Primary Beneficiary | |||||||
Liabilities | |||||||
Total operating revenues | 48,000 | ||||||
Net cash payments in financing activities | 15,200 | ||||||
Energy Related Derivative - Oil | Variable Interest Entity, Primary Beneficiary | |||||||
Liabilities | |||||||
Realized and unrealized gain on oil derivative instrument | 88,700 | ||||||
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | Golar Hilli LLC | Golar LNG Partners | |||||||
ASSETS | |||||||
Cash and short-term deposits | 101,074 | 101,074 | |||||
Restricted cash and short-term deposits | 53,051 | 53,051 | |||||
Vessels and equipment, net | 1,313,475 | 1,313,475 | |||||
Other non-current assets | 287,432 | 287,432 | |||||
Total assets | 1,755,032 | 1,755,032 | |||||
Liabilities | |||||||
Current portion of long-term debt and short-term debt | 148,569 | 148,569 | |||||
Long-term debt | 762,533 | 762,533 | |||||
Total liabilities | $ 911,102 | $ 911,102 | |||||
|
Restricted cash and short term deposits Restricted cash and short-term deposits, composition (Details) - USD ($) |
Sep. 30, 2018 |
Dec. 31, 2017 |
Sep. 30, 2017 |
Dec. 31, 2016 |
---|---|---|---|---|
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash and cash equivalents | $ 457,776,000 | $ 397,815,000 | ||
Restricted cash and cash equivalents, current | (302,456,000) | (222,265,000) | $ (270,087,000) | $ (183,693,000) |
Restricted cash (non-current portion) | 155,320,000 | 175,550,000 | $ 182,416,000 | $ 232,335,000 |
Return Equity Swap | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash and cash equivalents | 69,382,000 | 58,351,000 | ||
Letter of Credit | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash and cash equivalents | 175,482,000 | 174,737,000 | ||
Lessor VIEs | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash and cash equivalents | 188,434,000 | 130,063,000 | ||
Office lease | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash and cash equivalents | 818,000 | 813,000 | ||
Bank guarantee | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash and cash equivalents | 674,000 | 99,000 | ||
$1.125 billion facility | Interest-bearing Deposits | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash and cash equivalents | 22,986,000 | 33,752,000 | ||
Line of Credit | Secured Debt | $1.125 billion facility | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Maximum borrowing capacity | $ 1,125,000,000 | $ 1,125,000,000 |
Restricted cash and short term deposits Cash and restricted cash, summary (Details) - USD ($) $ in Thousands |
Sep. 30, 2018 |
Dec. 31, 2017 |
Sep. 30, 2017 |
Dec. 31, 2016 |
||
---|---|---|---|---|---|---|
Supplemental Cash Flow Elements [Abstract] | ||||||
Cash and cash equivalents | $ 306,387 | $ 214,862 | $ 286,562 | $ 224,190 | ||
Restricted cash and short-term deposits | 302,456 | 222,265 | 270,087 | 183,693 | ||
Restricted cash (non-current portion) | 155,320 | 175,550 | 182,416 | 232,335 | ||
Cash, cash equivalents, restricted cash and restricted cash equivalents | [1] | $ 764,163 | $ 612,677 | $ 739,065 | $ 640,218 | |
|
Asset Under Development (Details) - USD ($) $ in Thousands |
Sep. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Capitalized Costs Relating to Oil and Gas Producing Activities, by Geographic Area [Line Items] | ||
Asset under development | $ 0 | $ 1,177,489 |
Hilli Conversion to FLNG | ||
Capitalized Costs Relating to Oil and Gas Producing Activities, by Geographic Area [Line Items] | ||
Purchase price installments | 962,709 | |
Interest costs capitalized | 116,416 | |
Other costs capitalized | 98,364 | |
Asset under development | $ 1,177,489 |
Equity in Net (Losses) Earnings of Affiliates (Details) - USD ($) $ in Thousands |
9 Months Ended | |
---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
|
Debt Securities, Available-for-sale [Line Items] | ||
Equity in net earnings (losses) of affiliates | $ (3,547) | $ (19,100) |
Golar Partners | ||
Debt Securities, Available-for-sale [Line Items] | ||
Equity in net earnings (losses) of affiliates | 15,541 | (1,763) |
Non cash loss on deemed disposal | 17,000 | |
Golar Power | ||
Debt Securities, Available-for-sale [Line Items] | ||
Equity in net earnings (losses) of affiliates | (16,985) | (12,460) |
OneLNG | ||
Debt Securities, Available-for-sale [Line Items] | ||
Equity in net earnings (losses) of affiliates | (2,047) | (5,281) |
Egyptian Company for Gas Services (ECGS) | ||
Debt Securities, Available-for-sale [Line Items] | ||
Equity in net earnings (losses) of affiliates | $ (56) | $ 404 |
Equity in Net (Losses) Earnings of Affiliates - Schedule of Carrying Amount of Equity Method Investments (Details) - USD ($) $ in Thousands |
Sep. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Schedule of Equity Method Investments [Line Items] | ||
Equity in net assets of affiliates | $ 702,222 | $ 703,225 |
Golar Partners | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity in net assets of affiliates | 438,294 | 467,097 |
Golar Power | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity in net assets of affiliates | 258,599 | 228,696 |
OneLNG | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity in net assets of affiliates | 0 | 2,047 |
Egyptian Company for Gas Services (ECGS) | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity in net assets of affiliates | $ 5,329 | $ 5,385 |
Other Non-Current Assets (Details) - USD ($) $ in Thousands |
Sep. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Components of Other Non-Current Assets: | ||
Other non-current assets | $ 25,130 | $ 37,891 |
Total other non-current assets | 327,176 | 157,504 |
OLT Offshore LNG Toscana | ||
Components of Other Non-Current Assets: | ||
Investment in OLT Offshore LNG Toscana | $ 7,347 | $ 7,347 |
Noncontrolling interest, ownership percentage by noncontrolling owners | 2.70% | 2.70% |
Golar Gimi and Gandria | ||
Components of Other Non-Current Assets: | ||
Other non-current assets | $ 15,000 | $ 31,000 |
Interest Rate Swap | ||
Components of Other Non-Current Assets: | ||
Derivatives | 14,229 | 10,166 |
Earn-out Units | ||
Components of Other Non-Current Assets: | ||
Derivatives | 0 | 7,400 |
FLNG | FLNG derivative | ||
Components of Other Non-Current Assets: | ||
Derivatives | $ 280,470 | $ 94,700 |
Debt - Components of Debt (Details) - USD ($) |
1 Months Ended | 9 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|
Jun. 30, 2018 |
Sep. 30, 2018 |
Sep. 30, 2017 |
Jul. 12, 2018 |
Apr. 30, 2018 |
Dec. 31, 2017 |
|||
Debt Instrument [Line Items] | ||||||||
Total debt, excluding VIE loans | $ 737,652,000 | $ 1,346,496,000 | ||||||
Total debt | 2,636,660,000 | 2,434,900,000 | ||||||
Less: Deferred finance charges | (17,080,000) | (24,053,000) | ||||||
Total debt, net of deferred finance charges | 2,619,580,000 | 2,410,847,000 | ||||||
Repayments of debt | [1] | 936,896,000 | $ 398,316,000 | |||||
Secured Debt | Golar Arctic facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt, excluding VIE loans | 60,125,000 | 65,600,000 | ||||||
Secured Debt | Golar Viking facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt, excluding VIE loans | 48,177,000 | 52,083,000 | ||||||
Secured Debt | Margin Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt, excluding VIE loans | 100,000,000 | 119,125,000 | ||||||
Secured Debt | FLNG Hilli facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt, excluding VIE loans | 0 | 525,000,000 | ||||||
Secured Debt | $1.125 billion facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt, excluding VIE loans | 179,202,000 | 195,449,000 | ||||||
Secured Debt | ICBC VIE loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt, VIE loans | 617,365,000 | 641,936,000 | ||||||
Secured Debt | Seal VIE loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt, VIE loans | 143,849,000 | 143,849,000 | ||||||
Secured Debt | Tundra VIE loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt, VIE loans | 125,937,000 | 198,613,000 | ||||||
Secured Debt | Crystal VIE loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt, VIE loans | 98,727,000 | 104,006,000 | ||||||
Debt instrument, face amount | $ 101,000,000 | |||||||
Long-term debt, term | 10 years | |||||||
Secured Debt | CSSC VIE Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt, VIE loans | 913,130,000 | 0 | ||||||
Convertible Debt | 2017 convertible bonds | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt, excluding VIE loans | 350,148,000 | 340,173,000 | ||||||
Shareholder Notes Payable | Hilli shareholder loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt, excluding VIE loans | 0 | 49,066,000 | ||||||
Variable Interest Entity, Primary Beneficiary | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt, net of deferred finance charges | 1,896,550,000 | |||||||
Hilli / CSSC | Affiliated Entity | FLNG Hilli facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of debt | $ 640,000,000 | |||||||
Hilli / CSSC | Variable Interest Entity, Primary Beneficiary | Affiliated Entity | FLNG Hilli facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | 960,000,000 | |||||||
Line of Credit | Secured Debt | $1.125 billion facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 1,125,000,000 | $ 1,125,000,000 | ||||||
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | Golar Hilli LLC | Golar LNG Partners | ||||||||
Debt Instrument [Line Items] | ||||||||
Guarantor obligations, current carrying value | $ 456,600,000 | |||||||
|
Debt Debt - Summary (Details) - USD ($) $ in Thousands |
Sep. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Debt Instrument [Line Items] | ||
Current portion of long-term debt and short-term debt | $ 830,911 | $ 1,384,933 |
Long-term debt | 1,788,669 | 1,025,914 |
Total debt, net of deferred finance charges | 2,619,580 | 2,410,847 |
Variable Interest Entity, Primary Beneficiary | ||
Debt Instrument [Line Items] | ||
Current portion of long-term debt and short-term debt | 799,011 | 833,664 |
Long-term debt | 1,097,539 | $ 252,691 |
Total debt, net of deferred finance charges | 1,896,550 | |
Golar | ||
Debt Instrument [Line Items] | ||
Current portion of long-term debt and short-term debt | 31,900 | |
Long-term debt | 691,130 | |
Total debt, net of deferred finance charges | $ 723,030 |
Debt - Narrative (Details) - USD ($) $ in Thousands |
1 Months Ended | 9 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2018 |
Sep. 30, 2018 |
Sep. 30, 2017 |
|||
Debt Instrument [Line Items] | |||||
Repayments of debt | [1] | $ 936,896 | $ 398,316 | ||
Secured Debt | Hilli Lessor VIE | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 840,000 | ||||
Long-term debt, term | 10 years | ||||
Affiliated Entity | Secured Debt | Hilli Lessor VIE | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | 120,000 | ||||
Affiliated Entity | Hilli / CSSC | FLNG Hilli facility | |||||
Debt Instrument [Line Items] | |||||
Repayments of debt | $ 640,000 | ||||
Variable Interest Entity, Primary Beneficiary | Affiliated Entity | Hilli / CSSC | FLNG Hilli facility | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 960,000 | ||||
|
Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands |
9 Months Ended | |
---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
|
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | $ 1,796,304 | $ 1,909,826 |
Other comprehensive income | (27,868) | 1,621 |
Ending balance | 2,146,396 | 1,784,429 |
Pension and post-retirement benefit plan adjustments | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (12,799) | (12,956) |
Other comprehensive income | 0 | 0 |
Ending balance | (12,799) | (12,956) |
Share of affiliates' comprehensive income (loss) | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | 5,030 | 3,414 |
Other comprehensive income | (27,868) | 1,621 |
Ending balance | (22,838) | 5,035 |
Accumulated Other Comprehensive (Loss) Income | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (7,769) | (9,542) |
Other comprehensive income | (27,868) | 1,621 |
Ending balance | $ (35,637) | $ (7,921) |
Financial Instruments (Details) - USD ($) |
Sep. 30, 2018 |
Dec. 31, 2017 |
Dec. 19, 2017 |
Sep. 30, 2017 |
Dec. 31, 2016 |
---|---|---|---|---|---|
Non-Derivatives: | |||||
Cash and cash equivalents | $ 306,387,000 | $ 214,862,000 | $ 286,562,000 | $ 224,190,000 | |
Restricted cash and short-term deposits | 457,776,000 | 397,815,000 | |||
Long-term debt | (1,788,669,000) | (1,025,914,000) | |||
Derivatives: | |||||
Derivative asset | 16,225,000 | 10,166,000 | |||
Deferred finance charges | 17,080,000 | 24,053,000 | |||
Interest Rate Swap | Cash Flow Hedging | |||||
Derivatives: | |||||
Notional value | $ 1,250,000,000 | ||||
Interest Rate Swap | Minimum | Cash Flow Hedging | |||||
Derivatives: | |||||
Fixed interest rates | 1.13% | ||||
Interest Rate Swap | Maximum | Cash Flow Hedging | |||||
Derivatives: | |||||
Fixed interest rates | 1.94% | ||||
Carrying value | Level 1 | |||||
Non-Derivatives: | |||||
Cash and cash equivalents | $ 306,387,000 | 214,862,000 | |||
Restricted cash and short-term deposits | 457,776,000 | 397,815,000 | |||
Carrying value | Level 2 | |||||
Non-Derivatives: | |||||
Debt, current | (833,691,000) | (1,393,229,000) | |||
Long-term debt - convertible bonds | (350,148,000) | (340,173,000) | |||
Long-term debt | (1,452,821,000) | (701,498,000) | |||
Carrying value | Level 2 | Interest Rate Swap | |||||
Derivatives: | |||||
Derivative asset | 16,225,000 | 10,166,000 | |||
Carrying value | Level 2 | Foreign Exchange Swaps | |||||
Derivatives: | |||||
Foreign exchange swaps asset | 129,000 | 51,000 | |||
Foreign exchange swaps liability | (460,000) | (223,000) | |||
Carrying value | Level 2 | Return Equity Swap | |||||
Derivatives: | |||||
Derivative liability | (50,899,000) | (40,141,000) | |||
Carrying value | Level 2 | Earn-out Units | |||||
Derivatives: | |||||
Derivative asset | 0 | 7,400,000 | |||
Fair value | Level 1 | |||||
Non-Derivatives: | |||||
Cash and cash equivalents, fair value disclosure | 306,387,000 | 214,862,000 | |||
Restricted cash and cash equivalents, fair value disclosure | 457,776,000 | 397,815,000 | |||
Fair value | Level 2 | |||||
Non-Derivatives: | |||||
Debt, current, fair value disclosure | (833,691,000) | (1,393,229,000) | |||
Convertible debt, fair value disclosures | (420,653,000) | (430,361,000) | |||
Long-term debt, fair value | (1,452,821,000) | (701,498,000) | |||
Fair value | Level 2 | Interest Rate Swap | |||||
Derivatives: | |||||
Derivative asset | 16,225,000 | 10,166,000 | |||
Fair value | Level 2 | Foreign Exchange Swaps | |||||
Derivatives: | |||||
Foreign exchange swaps asset | 129,000 | 51,000 | |||
Foreign exchange swaps liability | (460,000) | (223,000) | |||
Fair value | Level 2 | Return Equity Swap | |||||
Derivatives: | |||||
Derivative liability | (50,899,000) | (40,141,000) | |||
Fair value | Level 2 | Earn-out Units | |||||
Derivatives: | |||||
Derivative asset | 0 | 7,400,000 | |||
FLNG | |||||
Derivatives: | |||||
Derivative asset | 79,600,000 | $ 79,600,000 | |||
Derivative liability | (79,600,000) | ||||
FLNG | Carrying value | Level 2 | Interest Rate Swap | |||||
Derivatives: | |||||
Derivative asset | 280,470,000 | 94,700,000 | |||
FLNG | Fair value | Level 2 | Interest Rate Swap | |||||
Derivatives: | |||||
Derivative asset | $ 280,470,000 | $ 94,700,000 |
Financial Instruments - Offsetting Assets and Liabilities (Details) - USD ($) $ in Thousands |
9 Months Ended | |
---|---|---|
Sep. 30, 2018 |
Dec. 31, 2017 |
|
Total asset derivatives | ||
Gross amounts presented in the consolidated balance sheet | $ 16,225 | $ 10,166 |
Gross amounts not offset in the consolidated balance sheet subject to netting agreements | 0 | 0 |
Net amount | $ 16,225 | $ 10,166 |
Cash collateral for borrowed securities, percent | 20.00% | |
Cash collateral for borrowed securities | $ 69,400 |
Related Party Transactions - Transactions and balances with Golar Partners and Subsidiaries (Details) - USD ($) $ in Thousands |
9 Months Ended | ||||
---|---|---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
Dec. 31, 2017 |
May 31, 2017 |
May 31, 2016 |
|
Related Party Transaction [Line Items] | |||||
Total operating revenues | $ 248,665 | $ 85,950 | |||
Due from (to) related party | 16,839 | $ 14,004 | |||
Golar LNG Partners | |||||
Related Party Transaction [Line Items] | |||||
Net (expenses) income (due to) from related parties | 4,898 | (8,252) | |||
Due from (to) related party | 9,940 | (184,855) | |||
Golar LNG Partners | Management and administrative services revenue | |||||
Related Party Transaction [Line Items] | |||||
Total operating revenues | 5,777 | 5,066 | |||
Golar LNG Partners | Ship management fees revenue | |||||
Related Party Transaction [Line Items] | |||||
Total operating revenues | 3,900 | 4,030 | |||
Golar LNG Partners | Charterhire expense | |||||
Related Party Transaction [Line Items] | |||||
Related party expense | 0 | (14,908) | |||
Golar LNG Partners | Interest expense on deposits payable | |||||
Related Party Transaction [Line Items] | |||||
Related party interest expense | (4,779) | (2,535) | |||
Golar LNG Partners | Methane Princess security lease deposit movement | |||||
Related Party Transaction [Line Items] | |||||
Due from (to) related party | (2,988) | (3,464) | |||
Golar LNG Partners | Deposits Due to Affiliates | |||||
Related Party Transaction [Line Items] | |||||
Related party interest expense | (2,900) | 0 | |||
Due from (to) related party | 0 | (177,247) | $ (107,200) | $ (107,200) | |
Golar LNG Partners | Trading Balances Due from Affiliates | |||||
Related Party Transaction [Line Items] | |||||
Due from (to) related party | 12,928 | $ (4,144) | |||
Golar LNG Partners | Share Options Expense Recharge | |||||
Related Party Transaction [Line Items] | |||||
Share options expense recharge | $ 0 | $ 95 |
Related Party Transactions - Golar Partners and Subsidiaries Footnotes (Details) $ in Thousands |
1 Months Ended | 9 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|---|
Jul. 12, 2018 |
Aug. 15, 2017
USD ($)
train
|
May 31, 2017
USD ($)
|
Sep. 30, 2018
USD ($)
|
Sep. 30, 2017
USD ($)
|
Dec. 31, 2017
USD ($)
|
May 31, 2016
USD ($)
|
|||
Related Party Transaction [Line Items] | |||||||||
Due from (to) related party | $ 16,839 | $ 14,004 | |||||||
Sale price for disposal interests | [1] | $ 0 | $ 70,000 | ||||||
Golar LNG Partners | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction rate | 5.00% | ||||||||
Termination of related party agreement, period of written notice | 120 days | ||||||||
Due from (to) related party | $ 9,940 | (184,855) | |||||||
Additional amount, percent per annum of deferred purchase price | 5.00% | ||||||||
Distributions from related party | 39,300 | 38,500 | |||||||
Golar LNG Partners | Golar Hilli LLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Dividends payable | 1,900 | ||||||||
Golar LNG Partners | Golar Hilli LLC | Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | |||||||||
Related Party Transaction [Line Items] | |||||||||
Disposal interest, equivalent percentage | 50.00% | ||||||||
Number of liquefaction trains contracted | train | 2 | ||||||||
Total number of liquefaction trains | train | 4 | ||||||||
Liquefaction trains, contractual term | 8 years | ||||||||
Sale price for disposal interests | $ 658,000 | ||||||||
Portion of net lease obligations | 50.00% | ||||||||
Golar LNG Partners | Deposits Due to Affiliates | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from (to) related party | $ (107,200) | 0 | $ (177,247) | $ (107,200) | |||||
Interest expense, related party | 2,900 | 0 | |||||||
Golar LNG Partners | Tundra Letter Agreement, Interest expense on deposits payable | |||||||||
Related Party Transaction [Line Items] | |||||||||
Interest expense, related party | 0 | 2,100 | |||||||
Golar LNG Partners | Deposit Received | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction rate | 5.00% | ||||||||
Interest expense, related party | $ 1,900 | $ 400 | |||||||
Related party transaction amount | $ 70,000 | ||||||||
Golar LNG Partners | Golar Management | |||||||||
Related Party Transaction [Line Items] | |||||||||
Termination of related party agreement, period of written notice | 30 days | ||||||||
Golar, Keppel, and B&V | Golar Hilli LLC | Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | |||||||||
Related Party Transaction [Line Items] | |||||||||
Portion of net lease obligations | 50.00% | ||||||||
|
Related Party Transactions - Transactions and balances with Golar Power and Affiliates (Details) - USD ($) $ in Thousands |
9 Months Ended | ||
---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
Dec. 31, 2017 |
|
Related Party Transaction [Line Items] | |||
Total operating revenues | $ 248,665 | $ 85,950 | |
Due from (to) related party | 16,839 | $ 14,004 | |
Golar Power | |||
Related Party Transaction [Line Items] | |||
Related party transaction, net income (expense) from related parties | 4,982 | 4,681 | |
Due from (to) related party | (6,571) | (935) | |
Golar Power | Management and administrative services revenue | |||
Related Party Transaction [Line Items] | |||
Total operating revenues | 3,640 | 3,470 | |
Golar Power | Ship management fees revenue | |||
Related Party Transaction [Line Items] | |||
Total operating revenues | 1,050 | 552 | |
Golar Power | Debt Guarantee Compensation | |||
Related Party Transaction [Line Items] | |||
Related party transaction amount | 539 | 592 | |
Guarantor obligations, current carrying value | 235,500 | ||
Golar Power | Share Options Expense Recharge | |||
Related Party Transaction [Line Items] | |||
Related party transaction amount | (247) | $ 67 | |
Golar Power | Trading balances due to Golar Power and affiliates | |||
Related Party Transaction [Line Items] | |||
Due from (to) related party | (6,571) | $ (935) | |
Golar LNG Partners | |||
Related Party Transaction [Line Items] | |||
Guarantor obligations, maximum exposure, undiscounted | $ 20,000 |
Related Party Transactions - Transactions and balances with OneLNG and Subsidiaries (Details) - USD ($) $ in Thousands |
9 Months Ended | ||
---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
Dec. 31, 2017 |
|
Related Party Transaction [Line Items] | |||
Total operating revenues | $ 248,665 | $ 85,950 | |
Due from (to) related party | 16,839 | $ 14,004 | |
OneLNG | |||
Related Party Transaction [Line Items] | |||
Due from (to) related party | 8,169 | 7,898 | |
OneLNG | Management and administrative services revenue | |||
Related Party Transaction [Line Items] | |||
Total operating revenues | 1,399 | $ 3,797 | |
OneLNG | Trading Balances Due from OneLNG | |||
Related Party Transaction [Line Items] | |||
Due from (to) related party | 8,169 | $ 7,898 | |
Impairment of related party transaction | $ 12,700 |
Related Party Transactions - Earnings Generated from Participation in The Cool Pool (Details) - USD ($) $ in Thousands |
9 Months Ended | ||||
---|---|---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
Dec. 31, 2017 |
|||
Related Party Transaction [Line Items] | |||||
Total operating revenues | $ 248,665 | $ 85,950 | |||
Voyage and charterhire expenses | (15,307) | (20,637) | |||
Due from (to) related party | 16,839 | $ 14,004 | |||
Accounts receivable, gross, current | [1] | 37,474 | 14,980 | ||
The Cool Pool | |||||
Related Party Transaction [Line Items] | |||||
Net income (expenses) from related party transactions | 79,621 | 33,990 | |||
Due from (to) related party | 16,839 | 14,004 | |||
Accounts receivable, gross, current | 16,800 | $ 14,000 | |||
Non-collaborative Arrangement | The Cool Pool | |||||
Related Party Transaction [Line Items] | |||||
Voyage and charterhire expenses | (10,969) | (6,932) | |||
Collaborative Arrangement | |||||
Related Party Transaction [Line Items] | |||||
Voyage and charterhire expenses | (50,434) | (21,191) | |||
Collaborative Arrangement | The Cool Pool | |||||
Related Party Transaction [Line Items] | |||||
Voyage and charterhire expenses | (50,434) | (21,191) | |||
Time and Voyage Charter | |||||
Related Party Transaction [Line Items] | |||||
Total operating revenues | 123,414 | 52,004 | |||
Time and Voyage Charter | Non-collaborative Arrangement | The Cool Pool | |||||
Related Party Transaction [Line Items] | |||||
Total operating revenues | 104,842 | 45,097 | |||
Time Charter | Collaborative Arrangement | |||||
Related Party Transaction [Line Items] | |||||
Total operating revenues | 36,182 | 17,016 | |||
Time Charter | Collaborative Arrangement | The Cool Pool | |||||
Related Party Transaction [Line Items] | |||||
Total operating revenues | $ 36,182 | $ 17,016 | |||
|
Other Commitments and Contingencies Other Commitments and Contingencies - Pledged Assets (Details) - USD ($) $ in Thousands |
Sep. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Commitments and Contingencies Disclosure [Abstract] | ||
Book value of vessels secured against long-term loans | $ 3,269,907 | $ 2,032,747 |
Other Commitments and Contingencies - Narrative (Details) $ in Thousands, € in Millions, £ in Millions |
9 Months Ended | 12 Months Ended | ||||
---|---|---|---|---|---|---|
Oct. 01, 2018
USD ($)
|
Sep. 30, 2018
GBP (£)
tax_lease
|
Dec. 31, 2003
GBP (£)
tax_lease
|
Sep. 30, 2018
USD ($)
shares
|
Sep. 30, 2018
EUR (€)
shares
|
Dec. 31, 2017
USD ($)
|
|
Loss Contingencies [Line Items] | ||||||
Number of tax leases | tax_lease | 6 | |||||
Gross cash benefit received from tax leases | £ | £ 41 | |||||
Number of tax leases terminated | tax_lease | 5 | |||||
Number of tax leases remaining | tax_lease | 1 | |||||
Investments in affiliates | $ 702,222 | $ 703,225 | ||||
Minimum | ||||||
Loss Contingencies [Line Items] | ||||||
Estimate of possible exposure | £ | £ 0 | |||||
Maximum | ||||||
Loss Contingencies [Line Items] | ||||||
Estimate of possible exposure | £ | £ 112 | |||||
Margin Loan Facility | Golar Partners, Common Units | ||||||
Loss Contingencies [Line Items] | ||||||
Number of common units pledged as security (in shares) | shares | 21,226,586 | 21,226,586 | ||||
ECGS | ||||||
Loss Contingencies [Line Items] | ||||||
Commitments and contingencies | $ 1,000 | |||||
Shareholders' Agreement, Project to Fund Development of Pipeline Infrastructure and FSRU [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Contractual obligation | € | € 0.5 | |||||
Shareholders' Agreement, Project to Fund Development of Pipeline Infrastructure and FSRU [Member] | Maximum | ||||||
Loss Contingencies [Line Items] | ||||||
Contractual obligation | € | € 15.0 | |||||
Avenir LNG Ltd | Subsequent Event | ||||||
Loss Contingencies [Line Items] | ||||||
Ownership percentage | 25.00% | |||||
Equity Method Investment Overall Commitment | $ 45,500 | |||||
Investments in affiliates | 24,800 | |||||
Avenir LNG Ltd | Subsequent Event | Stolt-Nielsen Ltd and Höegh LNG Holdings Ltd | ||||||
Loss Contingencies [Line Items] | ||||||
Investment company, committed capital | $ 182,000 |
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions |
1 Months Ended | |||||
---|---|---|---|---|---|---|
Nov. 08, 2018 |
Oct. 01, 2018 |
Oct. 31, 2018 |
Nov. 05, 2018 |
Sep. 30, 2018 |
Dec. 31, 2017 |
|
Subsequent Event [Line Items] | ||||||
Investments in affiliates | $ 702,222 | $ 703,225 | ||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Dividend declared (in usd per share) | $ 0.15 | |||||
Golar LNG Partners | Golar Tundra | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from legal settlements | $ 14,000 | |||||
Avenir LNG Ltd | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Ownership percentage | 22.50% | |||||
Avenir LNG Ltd | Stolt-Nielsen Ltd and Höegh LNG Holdings Ltd | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Investment company, committed capital | $ 182,000 | |||||
Avenir LNG Ltd | Stolt-Nielsen Limited | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Ownership percentage | 45.00% | |||||
Avenir LNG Ltd | Hoegh LNG Holdings Limited | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Ownership percentage | 22.50% | |||||
Private Placement | Avenir LNG Ltd | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | 11.0 | 99.0 | ||||
Par value (in usd per share) | $ 1.00 | |||||
Share price (in usd per share) | $ 1.00 | $ 1.00 | ||||
Shares subscribed (in shares) | 24.8 | |||||
Investments in affiliates | $ 24,800 | |||||
Avenir LNG Ltd | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Investments in affiliates | $ 24,800 | |||||
Ownership percentage | 25.00% | |||||
Avenir LNG Ltd | Stolt-Nielsen Ltd and Höegh LNG Holdings Ltd | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Investment company, committed capital | $ 182,000 |
Label | Element | Value |
---|---|---|
Dropdown, Partial Disposal Within Equity | glng_DropdownPartialDisposalWithinEquity | 50.00% |
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