UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

August 12, 2019

Date of Report (Date of earliest event reported)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

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On August 12, 2019, New Fortress Energy LLC (“NFE” or the “Company”) issued a press release announcing the Company’s financial and operating results for its fiscal quarter ended June 30, 2019. A copy of the Company’s press release is attached to this Current Report on Form 8-K (the “Current Report”) as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure.

 

This Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into such filing.

 

 

(d)

Exhibits

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

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New Fortress Energy Announces Second Quarter 2019 Results

August 12, 2019

NEW YORK -- New Fortress Energy LLC (NASDAQ: NFE) (“New Fortress Energy” or the “Company”) today reported its financial results for the second quarter ending June 30, 2019.

		For the three months ended June 30,
(in millions, except Average Volumes)		2018				2019
Revenues		$	26.8			$	39.8
Net Loss		$	(18.8	)		$	(51.2	)
Operating Margin*		$	(0.9	)		$	(9.7	)
Average Volumes (k GPD)			287				378
*Operating margin is a non-GAAP financial measure. For definitions and reconciliations of non-GAAP results please refer to the exhibit to this press release.

Please refer to our Q2 2019 Investor Presentation for further information about the following terms:

1) “Committed Volumes” means our expected volumes to be sold to customers under binding contracts, non-binding letters of intent, non-binding memorandums of understanding, binding or non-binding term sheets or have been officially selected as the winning provider in a request for proposals or competitive bid process. We cannot assure you if or when we will enter into binding definitive agreements for the sales of volumes under non-binding letters of intent, non-binding memorandums of understanding, non-binding term sheets or based on our selection as the winning provider under a request for proposals or competitive bid process. Some but not all of our contracts contain minimum volume commitments, and our expected volumes to be sold to customers reflected in our “committed volumes” is substantially in excess of such minimum volume commitments.

2) “In Discussion Volumes” or similar words refer to expected volumes to be sold to customers for which (i) we are in active negotiations, (ii) there is a request for proposals or competitive bid process, or (iii) we anticipate a request for proposals or competitive bid process will soon be announced based on our discussions with the potential customer. We cannot assure you if or when we will enter into contracts for sales of additional volumes, the price at which we will be able to sell such volumes, or our costs to purchase, liquefy, deliver and sell such volumes. Some but not all of our contracts contain minimum volume commitments, and our expected sales to customers reflected in our “in discussion volumes” is substantially in excess of potential minimum volume commitments.

3) “In Development” or similar statuses means that we have taken steps and invested money to develop a facility, including procuring land rights and entitlements, negotiating or signing construction contracts, and undertaking active engineering, procurement and construction work. Our development projects are in various phases of progress, and there can be no assurance that we will continue progress on each development as we expect. If we are unable to enter into favorable contracts or to obtain the necessary regulatory and land use approvals on favorable terms, we may not be able to construct and operate these assets as expected, or at all. Additionally, the construction of facilities is inherently subject to the risks of cost overruns and delays.

4) “Remaining project cost” and similar terms mean the remaining project budget that we estimate the referenced development project or projects will require in order to reach “operational” status or full commercial operations, as of a particular date. References to a particular quarter mean the last day of that quarter and references to a particular date mean that date. Such project cost is an estimate based on our contracts for each development project, negotiations in progress for the work related to such development project, and our experience developing other similar projects.

5) Committed projects include the San Juan Facility, the La Paz Terminal, the Jamalco CHP Plant as well as expected expenditures to serve new small-scale customers.

6) Please note that commercial and industrial customer contracts are the same as the “small scale” customers we refer to in our periodic filings, including our forthcoming report on Form 10-Q.

For additional information that management believes to be useful for investors, please refer to the presentation posted on the Investor Relations section of New Fortress Energy’s website, www.newfortressenergy.com, and the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, which will be available on the Company’s website. Nothing on our website is included or incorporated by reference herein.

New Fortress Energy’s management will host a conference call on Tuesday, August 13, 2019 at 8:00 A.M. Eastern Time. A copy of the earnings release will be posted to the Investor Relations section of New Fortress Energy’s website, www.newfortressenergy.com.

All interested parties are welcome to participate on the live call. The conference call may be accessed by dialing (866) 953-0778 (from within the U.S.) or (630) 652-5853 (from outside of the U.S.) ten minutes prior to the scheduled start of the call; please reference access code “New Fortress Energy Second Quarter Earnings Call”.

A simultaneous webcast of the conference call will be available to the public on a listen-only basis at www.newfortressenergy.com. Please allow extra time prior to the call to visit the website and download any necessary software required to listen to the internet broadcast.

A telephonic replay of the conference call will also be available from 12:00 P.M. Eastern Time on Tuesday, August 13, 2019 through midnight Eastern Time on Tuesday, August 20, 2019 by dialing (855) 859-2056 (from within the U.S.) or (404) 537-3406 (from outside of the U.S.); please reference access code “5563214”.

New Fortress Energy (NASDAQ: NFE) is a global energy infrastructure company founded to help accelerate the world’s transition to clean energy. The company funds, builds and operates natural gas infrastructure and logistics to rapidly deliver fully integrated, turnkey energy solutions that enable economic growth, enhance environmental stewardship and transform local industries and communities. New Fortress Energy is majority-owned by a fund managed by an affiliate of Fortress Investment Group.

Operating margin is not a measurement of financial performance under GAAP and should not be considered in isolation or as an alternative to operating income (loss), net income (loss), cash flow from continuing operating activities or any other measure of performance or liquidity derived in accordance with GAAP. We believe this non-GAAP measure, as we have defined it, provides a supplemental measure of financial performance of our current liquefaction and regasification operations.  This measure excludes items that have little or no significance on day-to-day performance of our current liquefaction and regasification operations, including our corporate SG&A and other (income) expense.

As operating margin measures our financial performance based on operational factors that management can impact in the short-term and provides an assessment of controllable expenses, items associated with our capital structure and beyond the control of management in the short-term, such as depreciation and amortization, taxation, and interest expense are excluded.  As a result, this supplemental metric affords management the ability to make decisions to facilitate meeting current financial goals as well as achieve optimal financial performance of our current liquefaction and regasification operations.

The principal limitation of this non-GAAP measure is that it excludes significant expenses and income that are required by GAAP to be recorded in our financial statements.  A reconciliation is provided for the non-GAAP financial measure to our GAAP net income (loss). Investors are encouraged to review the related GAAP financial measures and the reconciliation of the non-GAAP financial measure to our GAAP net income (loss), and not to rely on any single financial measure to evaluate our business.

 

Certain statements contained in this press release constitute “forward-looking statements” including the expected ramp up of volumes in our Old Harbour terminal, our expected cash flows (and the underlying committed volumes), our expected funding of downstream committed project costs, our expectations about downstream committed project costs, the expected commercial operations date of the San Juan, Puerto Rico micro fuel handling facility, and the expected financing of the Jamalco CHP Plant. You can identify these forward-looking statements by the use of forward-looking words such as “expects,” “may,” “will,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of those words or other comparable words. These forward-looking statements represent the Company’s expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the risk that our construction or commissioning schedules will take longer than we expect, the risk that our expectations about the price at which we sell LNG, the cost at which we produce, ship and deliver LNG, and the margin that we receive for the LNG that we sell are not in line with our expectations, risks that our operating or other costs will increase and our expected funding of projects may not be possible, and risks that our downstream committed projects costs are greater than we expect so the expected funding of such projects may not be possible, and risks that the financing of the Jamalco CHP Plant financing cannot close because of factors within or outside of our control, including receipt of all documents and approvals required for closing. Accordingly, readers should not place undue reliance on forward-looking statements as a prediction of actual results.

Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements included in the Company’s annual and quarterly reports filed with the SEC, which could cause its actual results to differ materially from those contained in any forward-looking statement.

(212) 798-6128

aandreini@fortress.com

(516) 268-7403
press@newfortressenergy.com

Exhibits – Financial Statements

Condensed Consolidated Balance Sheets

As of June 30, 2019 and December 31, 2018

(Unaudited, in thousands of U.S. dollars, except share amounts)

		June 30, 2019				December 31, 2018
Assets
Current assets
Cash and cash equivalents		$	200,306			$	78,301
Restricted cash			19,252				30
Receivables, net of allowances of $0 and $257, respectively			43,987				28,530
Finance leases, net			1,025				943
Inventory			19,623				15,959
Prepaid expenses and other current assets			35,231				30,017
Total current assets			319,424				153,780
Investment in equity securities			2,854				3,656
Restricted cash			38,460				22,522
Construction in progress			324,828				254,700
Property, plant and equipment, net			191,257				94,040
Finance leases, net			91,665				92,207
Deferred tax asset, net			20				185
Intangibles, net			42,008				43,057
Other non-current assets			46,361				35,255
Total assets		$	1,056,877			$	699,402
Liabilities
Current liabilities
Term loan facility		$	490,523			$	272,192
Accounts payable			16,282				43,177
Accrued liabilities			42,072				67,512
Due to affiliates			6,329				4,481
Other current liabilities			19,196				17,393
Total current liabilities			574,402				404,755
Deferred tax liability, net			214				—
Other long-term liabilities			15,121				12,000
Total liabilities			589,737				416,755
Commitments and contingences (Note 17)
Stockholders’ equity
Members’ capital, no par value, 500,000,000 shares authorized, 67,983,095 shares issued and outstanding as of December 31, 2018			—				426,741
Class A shares, 20,837,272 shares, issued and outstanding as of June 30, 2019; 0 shares issued and outstanding as of December 31, 2018			111,236				—
Class B shares, 147,058,824 shares, issued and outstanding as of June 30, 2019; 0 shares issued and outstanding as of December 31, 2018			—				—
Accumulated deficit			(31,757	)			(158,423	)
Accumulated other comprehensive (loss)			—				(11	)
Total stockholders’ equity attributable to NFE			79,479				268,307
Non-controlling interest			387,661				14,340
Total stockholders’ equity			467,140				282,647
Total liabilities and stockholders’ equity		$	1,056,877			$	699,402

Condensed Consolidated Statements of Operations and Comprehensive Loss

For the three and six months ended June 30, 2019 and 2018

(Unaudited, in thousands of U.S. dollars, except share and per share amounts)

		Three Months Ended June 30,								Six Months Ended June 30,
		2019				2018				2019				2018
Revenues
Operating revenue		$	31,738			$	22,653			$	57,876			$	44,916
Other revenue			8,028				4,146				11,841				7,592
Total revenues			39,766				26,799				69,717				52,508
Operating expenses
Cost of sales			44,043				25,766				77,392				46,531
Operations and maintenance			5,403				1,907				9,902				3,751
Selling, general and administrative			32,169				15,535				81,918				27,404
Depreciation and amortization			2,110				732				3,801				1,428
Total operating expenses			83,725				43,940				173,013				79,114
Operating loss			(43,959	)			(17,141	)			(103,296	)			(26,606	)
Interest expense			6,199				1,603				9,483				3,206
Other expense (income), net			920				(199	)			(1,655	)			(167	)
Loss before taxes			(51,078	)			(18,545	)			(111,124	)			(29,645	)
Tax expense			155				280				401				93
Net loss			(51,233	)			(18,825	)			(111,525	)			(29,738	)
Net loss attributable to non-controlling interest			45,047				—				91,782				—
Net loss attributable to stockholders		$	(6,186	)		$	(18,825	)		$	(19,743	)		$	(29,738	)
Net loss per share – basic and diluted		$	(0.28	)						$	(1.09	)
Weighted average number of shares outstanding – basic and diluted			22,114,002								18,154,939
Other comprehensive loss:
Net loss		$	(51,233	)		$	(18,825	)		$	(111,525	)		$	(29,738	)
Unrealized loss (gain) on available-for-sale investment			—				196				—				(733	)
Comprehensive loss			(51,233	)			(19,021	)			(111,525	)			(29,005	)
Comprehensive loss attributable to non-controlling interest			45,047				—				91,782				—
Comprehensive loss attributable to stockholders		$	(6,186	)		$	(19,021	)		$	(19,743	)		$	(29,005	)

Condensed Consolidated Statements of Cash Flows

For the six months ended June 30, 2019 and 2018

(Unaudited, in thousands of U.S. dollars)

		Six Months Ended June 30,
		2019				2018
Cash flows from operating activities
Net loss		$	(111,525	)		$	(29,738	)
Adjustments for:
Amortization of deferred financing costs			2,589				339
Depreciation and amortization			4,106				1,767
Deferred taxes			379				32
Change in value of Investment in equity securities			802				—
Share-based compensation			28,008				—
Other			232				183
(Increase) in receivables			(15,211	)			(5,268	)
(Increase) in inventories			(3,664	)			(5,841	)
(Increase) Decrease in other assets			(6,865	)			6,412
Increase in accounts payable/accrued liabilities			2,553				4,863
Increase (Decrease) in amounts due to affiliates			1,848				(1,051	)
Increase in other liabilities			4,680				585
Net cash used in operating activities			(92,068	)			(27,717	)
Cash flows from investing activities
Capital expenditures			(232,348	)			(76,446	)
Principal payments received on finance lease, net			471				444
Net cash used in investing activities			(231,877	)			(76,002	)
Cash flows from financing activities
Proceeds from borrowings of debt			220,000				—
Payment of deferred financing costs			(4,400	)			(388	)
Repayment of debt			(2,500	)			(2,914	)
Proceeds from IPO			274,948				—
Payment of offering costs			(6,938	)			—
Capital contributed from Members			—				20,150
Collection of subscription receivable			—				50,000
Net cash provided by financing activities			481,110				66,848
Net increase (decrease) in cash, cash equivalents and restricted cash			157,165				(36,871	)
Cash, cash equivalents and restricted cash – beginning of period			100,853				118,331
Cash, cash equivalents and restricted cash – end of period		$	258,018			$	81,460
Supplemental disclosure of non-cash investing and financing activities:
Changes in accrued construction in progress costs and property, plant and equipment		$	(54,888	)		$	5,443

		For the three months ended June 30,
		2018				2019
Net loss		$	(18,825	)		$	(51,233	)
Add:
Selling, general and administrative			15,535				32,169
Depreciation and amortization			732				2,110
Interest expense			1,603				6,199
Other (income) expense, net			(199	)			920
Tax expense			280				155
Non-GAAP operating margin		$	(874	)		$	(9,680	)

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