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Registered number: 05073292










NFE WINTER UK LTD










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

 
NFE WINTER UK LTD
 

COMPANY INFORMATION


Directors
Kevin Kilcullen (appointed 15 August 2022)
Arthur Regan (appointed 15 August 2022)
Christopher Guinta (resigned 15 August 2022)
Cameron MacDougall (resigned 15 August 2022)
Brannen McElmurray (resigned 15 August 2022)




Registered number
05073292



Registered office
Suite 1
7th Floor

50 Broadway

London

United Kingdom

SW1H 0BL




Independent auditors
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor

2 Communications Road

Greenham Business Park

Newbury

Berkshire

RG19 6AB





 
NFE WINTER UK LTD
 

CONTENTS



Page
Strategic report
1 - 2
Directors' report
3 - 5
Independent auditors' report
6 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 20


 
NFE WINTER UK LTD
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

The directors present their strategic report on NFE Winter UK Ltd (the "Company") for the year ended 31 December 2022.
On 15 August 2022, certain affiliates of New Fortress Energy Inc. (“NFE” or collectively, the "Sellers") closed a sales and financing transaction (the “Transaction”) with AP Neptune Holdings Ltd. ("Purchaser"), which is affiliated with certain funds or investment vehicles managed by affiliates of Apollo Global Management Inc., pursuant to which (1) the Sellers and the Purchaser formed a joint venture, Energos Infrastructure ("Energos"), (2) the Sellers agreed to sell to the Purchaser the Golar Winter, and (3) the Purchaser contributed the Golar Winter to Energos. Concurrent with closing the transaction, the ownership of the subsidiaries of Golar LNG Partners LP (including the Company) was transferred to Energos, which is now effectively the Company's new ultimate parent.

Principal activity
 
The principal activity of the Company is that of a shipping company operating a liquefied natural gas carrier with regasification capability called the Golar Winter. The Company leases the vessel under a bareboat charter arrangement from Golar Winter Corporation. During 2007, the Company signed a long-term charter with Petroleo Brasileiro (or Petrobras), the majority state-owned oil and gas company of Brazil which commenced in September 2009.

Results and dividends
 
The loss for the financial year amounted to $6,055,792 (2021: $6,236,237).
The directors do not recommend payment of a dividend for the year ended 31 December 2022 (2021: $Nil).
Review of business and future developments
Given the vessel is under a long-term Petrobras charter it is expected that the business will be profitable in the long-term.
The results for the year and financial position at the end of the year were considered in line with the expectations and satisfaction of the directors. The directors do not foresee any changes in the Company’s principal activity in the future. The Company continues to operate its vessel successfully under a long-term charter.

Directors' statement of compliance with duty to promote the success of the Company
 
In accordance with Section 172(1) (a) to (f) of the Companies Act 2006, the Company's directors consider, both individually and collectively, that they have acted in a way they consider would be most likely to promote the success of the Company for the benefit of its members as a whole. This duty has been central to the decision-making processes and outcomes over many years. In performing their duties during the year the directors have had regard to the need to act fairly as between members of the Company. In order to achieve this the directors receive information to enable them to consider the impact of the Company's decisions on its key stakeholders and acknowledge that not every decision will result in a positive outcome for all of our stakeholders. By considering the Company's values, vision and strategy, the directors do however aim to balance different interests of our stakeholders. Further details of engagement with suppliers, customers and others can be found in the Directors Report.  

Principal risks and uncertainties
 
As of 31 December 2022, the Company is a wholly-owned subsidiary of Energos, which is the Company’s new ultimate undertaking and controlling party, is an overseas company incorporated in the Marshall Islands. As of 31 December 2022, risks are principally managed by Energos for the group as a whole. The principal risks and uncertainties of Energos are discussed in its annual report and financial statements.

Page 1

 
NFE WINTER UK LTD
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Financial instrument risk
 
The Company monitors cash flow as part of the day to day controls. The Company's exposure to foreign exchange risk is limited to a small number of overseas suppliers, which the Company does not hedge against. The majority of the Company’s revenue and expenses are in the same currency, i.e. the US dollar. There is no material exposure in respect of trade and other receivables, as is typical in the shipping industry hire for the Company’s vessel is contractually required to be paid by the charterers in advance. The charterer’s contract contain rights under which the Company may cancel trading arrangements should non-payment occur.

Financial key performance indicators
 
The operations of the Company are managed on a group basis by the Company's ultimate parent, which prior to the Transaction was NFE.  Subsequently to the completion of the Transaction, financial Key Performance Indicators ("KPIs") are managed by the new ultimate parent, Energos.  For this reason, the Company's directors believe that an analysis using KPIs for the Company is not necessary or appropriate for an understanding of the development, performance or position of the business of the Company. The development, performance and position of the group is discussed in the group's annual report.


This report was approved by the board and signed on its behalf.



Kevin Kilcullen
Director

Date: 1 March 2024

Page 2

 
NFE WINTER UK LTD
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

The directors present their report and the financial statements for the year ended 31 December 2022.

Directors

The directors who served during the year were:

Kevin Kilcullen (appointed 15 August 2022)
Arthur Regan (appointed 15 August 2022)
Christopher Guinta (resigned 15 August 2022)
Cameron MacDougall (resigned 15 August 2022)
Brannen McElmurray (resigned 15 August 2022)

Going Concern

As at 31 December 2022, the Company has a net current liabilities of $38,421,497 (2021: $32,041,024). The Company's going concern assessment covers a period of 12 months from the date of authorization of these financial statements. The ability of the Company to continue as a going concern is dependent upon the continued financial support from the new ultimate parent undertaking, Energos. Energos has committed to provide continuing financial support for the Company to enable the Company to meet its future liabilities as and when they fall due. This support has been confirmed to the Company through a letter of financial support. As such, the financial statements have been prepared on a going concern basis.

Qualifying third party indemnity provisions

As permitted by the Articles of Association, the directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force. The Company also purchased and maintained throughout the financial year Directors' and Officers' liability insurance in respect of itself and its directors.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 3

 
NFE WINTER UK LTD
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Engagement with suppliers, customers and others

The company engages with a number of different stakeholder groups and further details are set out below:
Shareholder
The Company's policies, procedures and governance are managed in line with those of Energos. Adhering to the group's policies, procedures and governance ensures that the business continues to be successful in the long term. Energos' board of directors is responsible for developing a corporate culture which promotes integrity and transparency, and has set a clearly articulated "zero tolerance" approach to bribery, corruption and other ethical standards enshrined in the group's Code of Ethics. It has established comprehensive systems of corporate governance and approves policies and procedures which promote corporate responsibility and ethical behaviour. The impact of this engagement with the shareholder is that value is generated for our shareholder by supporting the overall group to deliver on the business plan. 
Suppliers
Our suppliers are important to our business. We are continually striving to build better relationships with our suppliers, pay them on agreed terms and a be a collaborative and responsive partner. The information we get from our suppliers inform the decisions we make regarding our supply chain. 
Customers
Our customers are central to our business. During the year, we continued to engage with our customers through regular meetings. This allowed us to gain insights into how we can improve on the service we provide.
Communities and Environment
We have a responsibility to work to reduce our impact on the environment and build positive relations with the communities in which we operate. In order to address this, presentations on environmental issues are delivered to the workforce using a combination of internal and external speakers. As a result the workforce have greater awareness of how they can contribute to the environment by making small changes to working patterns and practices.  

Greenhouse gas emissions, energy consumption and energy efficiency action

The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditors, James Cowper Kreston Audit, were appointed as auditors on 13 October 2023 and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 4

 
NFE WINTER UK LTD
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

This report was approved by the board and signed on its behalf.
 





Kevin Kilcullen
Director

Date: 1 March 2024

Page 5

 
NFE WINTER UK LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NFE WINTER UK LTD
 

Opinion


We have audited the financial statements of NFE Winter UK Ltd (the 'Company') for the year ended 31 December 2022, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2022 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 6

 
NFE WINTER UK LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NFE WINTER UK LTD (CONTINUED)


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 
NFE WINTER UK LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NFE WINTER UK LTD (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Enquiry of management and those charged with governance around actual and potential litigation and claims;
Enquiry of management and those charged with governance to identify any material instances of noncompliance with laws and regulations;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Jonathan Baillie BA (Hons) FCCA ACA (Senior Statutory Auditor)
  
for and on behalf of
James Cowper Kreston Audit
 
Chartered Accountants and Statutory Auditor
  
2 Communications Road
Greenham Business Park
Newbury
Berkshire
RG19 6AB

4 March 2024
Page 8

 
NFE WINTER UK LTD
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022


2022
2021
Note
$
$

  

Turnover
 4 
61,161,535
60,703,349

Cost of sales
  
(64,344,118)
(64,350,667)

Gross loss
  
(3,182,583)
(3,647,318)

Administrative expenses
  
(267,997)
(167,336)

Operating loss
 5 
(3,450,580)
(3,814,654)

Interest receivable and similar income
 7 
6,279
552

Loss before tax
  
(3,444,301)
(3,814,102)

Tax on loss
 8 
(2,611,491)
(2,422,135)

Loss for the financial year
  
(6,055,792)
(6,236,237)

There was no other comprehensive income for 2022 (2021:$NIL).

The notes on pages 12 to 20 form part of these financial statements.

Page 9

 
NFE WINTER UK LTD
REGISTERED NUMBER: 05073292

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022

2022
2021
Note
$
$

Fixed assets
  

Tangible assets
 9 
324,681
-

Investments
 10 
135,000
135,000

  
459,681
135,000

Current assets
  

Debtors: amounts falling due within one year
 11 
117,594,616
61,355,384

Cash at bank and in hand
 12 
836,639
21,580

  
118,431,255
61,376,964

Creditors: amounts falling due within one year
 13 
(156,852,752)
(93,417,988)

Net current liabilities
  
 
 
(38,421,497)
 
 
(32,041,024)

  

Net liabilities
  
(37,961,816)
(31,906,024)


Capital and reserves
  

Called up share capital 
 14 
1,600
1,600

Profit and loss account
 15 
(37,963,416)
(31,907,624)

  
(37,961,816)
(31,906,024)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




Kevin Kilcullen
Director

Date: 1 March 2024

The notes on pages 12 to 20 form part of these financial statements.

Page 10

 
NFE WINTER UK LTD
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Profit and loss account
Total equity

$
$
$


At 1 January 2021
1,600
(25,671,387)
(25,669,787)



Loss for the year
-
(6,236,237)
(6,236,237)



At 1 January 2022
1,600
(31,907,624)
(31,906,024)



Loss for the year
-
(6,055,792)
(6,055,792)


At 31 December 2022
1,600
(37,963,416)
(37,961,816)


The notes on pages 12 to 20 form part of these financial statements.

Page 11

 
NFE WINTER UK LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.


General information

NFE Winter UK Ltd (the "Company") is a shipping company operating a liquefied natural gas carrier with regasification capability called the Golar Winter. The Company leases the vessel under a bareboat charter arrangement from Golar Winter Corporation. During 2007, the Company signed a long-term charter with Petroleo Brasileiro (or Petrobras), the majority state-owned oil and gas company of Brazil which commenced in September 2009.

The Company is a private company limited by shares and is incorporated and domiciled in England and Wales. The address of its registered office is: Suite 1, 7th Floor, 50 Broadway, London, United Kingdom, SW1H 0BL.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Energos Infrastructure Holdings Finance LLC as at  31 December 2022 and these financial statements may be obtained from Energos Infrastructure Holdings Finance LLC.

 
2.3

Investment in joint ventures

Investment in joint venture is recorded at cost less any provision for impairment. Dividend income from investments in joint ventures is recognised when the legal right to the dividend is obtained.
Impairment reviews are performed by directors when there has been an indication of potential impairment.

Page 12

 
NFE WINTER UK LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.4

Going concern

As at 31 December 2022, the Company's total current liabilities were in excess of total current assets by $38,421,497 (2021: net liabilities of $32,041,024). The Company's going concern assessment covers a period of 12 months from the date of  authorization of these financial statements and considers the financial support from the ultimate parent undertaking to satisfy the anticipated working capital requirements of the Company. The ability of the Company to continue as a going concern is dependent upon the continued financial support from the ultimate parent entity. Energos has committed to provide continuing financial support to the Company to enable the Company to meet its future liabilities as and when they fall due. This support has been confirmed to the Company through a letter of financial support. As such, the financial statements have been prepared on a going concern basis.

 
2.5

Revenue

Turnover generated from time charter hire is recorded over the term of the charter as service is provided net of withholding tax and trade discounts. Repositioning fees received in respect of time charters are recognised at the end of the charter when the fee is 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 recognised evenly over the term of the charter.

When a vessel is "off-hire" i.e. not available for service, the charterer generally is not required to pay the hire rate and the Company is responsible for all costs.

Turnover generated by NFE Winter UK Ltd relates to charter hire income from Petrobras and management fees charged to Golar Servicos de Operacao de Embaracaoes Limited ("Golar Brazil").
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, withholding tax and other sales taxes.

 
2.6

Operating leases: the Company as lessee

Rentals payable under bareboat charter arrangement are classified as operating leases as they do not transfer all the risk and rewards of ownership. Rentals are charged to the Statement of Comprehensive Loss on a straight line basis over the lease term.

 
2.7

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.8

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.9

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 13

 
NFE WINTER UK LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.10

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the
Page 14

 
NFE WINTER UK LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)


2.10
Financial instruments (continued)

risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

 
2.11

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is USD.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.12

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.13

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

  
2.14

Related party transactions

The Company discloses transactions with related parties which are not wholly owned within the same group. Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the directors, separate disclosure is necessary to understand the effect of the transactions on the financial statements.

Page 15

 
NFE WINTER UK LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgement are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The most significant judgment made by management in the preparation of the financial statements is the classification of charter agreements as operating or finance leases. In respect of the charter agreement in place during the year management has concluded that this is an operating lease. 


4.


Turnover

The whole turnover is attributable to the principal activity of the Company.
The turnover is derived from the operation of the Golar Winter which is on charter with Petrobras, based in Brazil and management fees charged to its joint venture undertaking. The Company charged a management fee of $200,000 for the year (2021: $200,000).


5.


Operating loss

The operating loss is stated after charging:

2022
2021
$
$

Exchange differences
(1,958)
14,088

Other operating lease rentals
59,144,734
58,752,529

Fees payable to the Company's auditors for the audit of the Company's annual financial statements
12,000
11,952

During the year, no directors received any emoluments (2021: $nil) in relation to qualifying services in their capacity as directors of the Company, it is impracticable to work out the split of time incurred between different directorships held by the directors.


6.


Employees

The Company has no employees other than the directors, who did not receive any remuneration (2021: $nil).
The company outsources all manning requirements to third party crewing agents.






7.


Interest receivable

2022
2021
$
$


Other interest receivable
6,279
552

6,279
552

Page 16

 
NFE WINTER UK LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

8.


Taxation


2022
2021
$
$

Corporation tax


Current tax on profits for the year
6,425
175,993


Foreign tax on income for the year
2,605,066
2,246,142

Total current tax
2,611,491
2,422,135

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2021 - higher than) the standard rate of corporation tax in the UK of 19% (2021 - 19%). The differences are explained below:

2022
2021
$
$


Loss on ordinary activities before tax
(3,444,301)
(3,814,102)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)
(654,417)
(724,679)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
660,842
900,567

Overseas tax paid
2,605,066
2,243,922

Adjustments to tax charge in respect of prior periods
-
2,220

Other differences leading to an increase (decrease) in the tax charge
-
105

Total tax charge for the year
2,611,491
2,422,135


Factors that may affect future tax charges

In the Spring Budget 2021, the Government announced that from 1 April 2023 the main corporation tax rate will increase to 25%. 

Page 17

 
NFE WINTER UK LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

9.


Tangible fixed assets





Other fixed assets

$



Cost or valuation


Additions
324,681



At 31 December 2022

324,681






Net book value



At 31 December 2022
324,681



At 31 December 2021
-


10.


Fixed asset investments





Investment in joint ventures

$



Cost or valuation


At 1 January 2022
135,000



At 31 December 2022
135,000




The directors believe that the carrying value of the investment is supported by its underlying net assets.
As at 31 December 2022, NFE Winter UK Ltd's investment amounted to $135,000 (2021: $135,000) which represents 50% of its holding of the ordinary share capital of Golar Servicos de Operacao de Embaracaoes Limited (Golar Brazil), a company incorporated in Brazil. The principal activity of Golar Brazil is to provide administrative and accounting support to NFE Winter UK Ltd and NFE Spirit UK Ltd.
The Company received $nil dividends from Golar Brazil for the year ended 31 December 2022 (2021: $nil).

Page 18

 
NFE WINTER UK LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

11.


Debtors

2022
2021
$
$


Amounts owed by group undertakings
108,802,608
61,184,107

Other debtors
8,635,796
35,001

Prepayments and accrued income
156,212
136,276

117,594,616
61,355,384


Amounts owed by group undertakings are unsecured, interest free and have no fixed date of repayment.


12.


Cash and cash equivalents

2022
2021
$
$

Cash at bank and in hand
836,639
21,580

836,639
21,580



13.


Creditors: Amounts falling due within one year

2022
2021
$
$

Trade creditors
215,785
197,059

Amounts owed to group undertakings
151,893,635
88,718,104

Corporation tax
11,902
10,216

Other creditors
1,604
4

Accruals and deferred income
4,729,826
4,492,605

156,852,752
93,417,988


Amounts owed to group undertakings are unsecured, interest free and are repayable on demand. 


14.


Share capital

2022
2021
$
$
Allotted, called up and fully paid



1,000 (2021 - 1,000) Ordinary shares of £1.00 each
1,600
1,600


Page 19

 
NFE WINTER UK LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

15.


Reserves

Profit and loss account

The profit and loss reserve represents cumulative losses incurred. 


16.


Commitments under operating leases

At 31 December 2022 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2022
2021
$
$


Not later than 1 year
61,210,723
67,015,095

Later than 1 year and not later than 5 years
48,054,985
109,794,594

109,265,708
176,809,689

The charter initially had a term of 10 years, which expired in 2019. However, in return for certain vessel modifications made at the request of Petrobras the charter was extended by a further five years to 2024. These modifications were completed in August 2013.


17.


Controlling party

Effective on the closing date of the Vessel Financing Transaction on 15 August 2022, the Company’s immediate parent company is Golar Partners Operating LLC and the ultimate parent undertaking and controlling party is Energos Infrastructure Holdings LLC.  Both companies are Marshall Islands Limited Liability Companies formed on 20 June 2022, registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Island MH96960.

Page 20