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

November 11, 2019
Date of Report (Date of earliest event reported)



New Fortress Energy LLC
(Exact name of registrant as specified in its charter)



Delaware
001-38790
83-1482060
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

111 W. 19th Street, 8th Floor
New York, NY
10011
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s Telephone Number, Including Area Code: (516) 268-7400



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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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



Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A shares, representing limited liability company interests
“NFE”
NASDAQ Global Select Market

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).

☒         Emerging growth company

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 ☐



Item 2.02.
Results of Operations and Financial Condition.

On November 11, 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 September 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.

Item 9.01.
Financial Statements and Exhibits.

 
(d)
Exhibits

Exhibit
No.
 
Description
 
Press Release, dated November 11, 2019, issued by New Fortress Energy LLC

2

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.

 
NEW FORTRESS ENERGY LLC
     
November 12, 2019
By:
/s/ Christopher S. Guinta
 
Name:
Christopher S. Guinta
 
Title:
Chief Financial Officer


3


Exhibit 99.1

 

New Fortress Energy Announces Third Quarter 2019 Results

November 11, 2019

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

Business Highlights

Commercial

o
New terminal pipeline is robust and NFE is actively engaged in converting two large scale MOUs into binding commitments which we expect to total approximately 1.3mm GPD

o
Currently In Discussion(1) with 100+ commercial and industrial customers(2) in Puerto Rico, Jamaica and Mexico

o
Total Committed Volumes(3) and In Discussion Volumes as of September 30, 2019 increased approximately 25% as compared to September 30, 2018. Committed Volumes plus In Discussion Volumes in Jamaica, Puerto Rico, and Mexico are approximately 4.0mm GPD(4)

Development

o
First Gas(5) at NFE’s Puerto Rico facility and Run Rate(6) of Units 5 & 6 in the San Juan Power Plant is expected in Q1 2020

o
Old Harbour Terminal is fully operational and the commissioning of JPS’ Old Harbour Power Plant is ongoing; consumption at the Old Harbour power plant is expected to exceed prior estimates, based on current nominations

o
Jamalco CHP plant substation construction completed and achieved “First Fire”(7) in Q4 2019

o
Mexico La Paz Terminal dredging works have commenced as we continue construction; First Gas is expected in Q3 2020; Run Rate is expected in Q4 2020

Financing

o
Closed on $180mm bond commitment, secured by the Jamalco CHP Plant. Issued $117mm in bonds to complete the construction of the Power Plant.  Expect to issue an additional $63mm in bonds in Q4 2019

o
Cash on hand, including restricted cash, as of September 30, 2019 was $244mm which, combined with expected cash flows from operations, and undrawn amount from the bonds secured by the Jamalco CHP Plant, is expected to fully fund all downstream Committed project costs(8)

o
Evaluating LNG supply bids and expect to secure final pricing of approximately $5.50/MMBtu

o
As construction projects become operational, we expect to refinance; leverage on cash flows from operational terminals is expected to fund future development.


Financial Overview

   
For the three months ended September 30,
 
(in millions, except Average Volumes)
 
2018
   
2019
 
Revenues
 
$
28.4
   
$
49.7
 
Net Loss
 
(13.7
)
 
(54.4
)
Operating Margin*
 
$
4.3
   
(4.9
)
Average Volumes (k GPD)
   
306
     
329
 

*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.


Revenue for Q3 2019 increased vs. Q3 2018 due to revenue generated from the Old Harbour terminal and new commercial and industrial customer contracts coming online(2).  Increase also due to $10MM of construction revenue recognized for Jamalco and Puerto Rico projects

Cost of goods sold was higher due to LNG costs as our weighted average cost of gas increased from $0.57 per gallon ($6.92 per MMBtu) in Q3 2018 to $0.66 per gallon ($8.02 per MMBtu) in Q3 2019. The increase in Cost of goods sold was also due to cost associated with construction services provided to customers of $9mm

Operation and maintenance cost was higher during Q3 2019 due to additional costs associated with operating our charter vessels, including a storage vessel for Puerto Rico

SG&A for Q3 2019 was higher than Q3 2018 largely due to development costs incurred for development projects that we have not yet made a final investment decision to complete, including the Pennsylvania Facility

Please refer to our Q3 2019 Investor Presentation for further information about the following terms:
1) “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.
2) 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.
3) “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.
4) Based on Committed Volumes and In Discussion Volumes as of October 31, 2019 in total for all of Jamaica, Mexico and Puerto Rico.
5)”First Gas” means management’s current estimate of the date on which gas may first be capable of being made available to our projects, including our facilities in development. Full commercial operations of such projects will occur later than, and may occur substantially later than, the First Gas date. We cannot assure you if or when such projects will achieve the First Gas date, or full commercial operations after such First Gas date. Actual results could differ materially from the illustration and there can be no assurance that we will achieve our goal.


6) “Run Rate” means the date on which management currently estimates the initial ramp-up of operations on a particular facility will be over, and full commercial operations will be running at a sustainable level.  Volumes of LNG and natural gas that we are able to deliver and sell through a particular facility may keep increasing after the Run Rate date due to additional large or small scale customers being added for service by any particular facility, so the Run Rate does not represent the date on which management expects the relevant facility to be operating at its Capacity Volume.  Capacity Volume operations of such projects will occur later than, and may occur substantially later than, Run Rate.  We cannot assure you if or when such projects will reach the date Run Rate or full Capacity Volume.  Actual results could differ materially from the illustration and there can be no assurance we will achieve our goal.
7) “First Fire” refers to the date on which the natural gas turbine’s combustion system first operates on natural gas as a fuel. First Fire is an event during the commissioning of a power plant. Full commercial operations of such projects will occur later than, and may occur substantially later than, the First Fire date. We cannot assure you if or when projects will reach full commercial operations after achieving First Fire. Actual results could differ materially from any illustration and there can be no assurance that we will achieve our goal.
8) “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.


Additional Information
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.

Earnings Conference Call
New Fortress Energy’s management will host a conference call on Tuesday, November 12, 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 Third 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 11:00 A.M. Eastern Time on Tuesday, November 12, 2019 through 11:00 P.M. Eastern Time on Tuesday, November 19, 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 “1287499”.

About New Fortress Energy LLC
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.

Non-GAAP Financial Measure
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 do not significantly affect 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.
 
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release constitute “forward-looking statements” including the expected conversion of large scale MOUs into binding commitments and the total for such commitments, the number of small scale customers; aggregate demand, and our expected volumes each in particular jurisdictions including Committed Volumes and In Discussion Volumes; the expected First Gas, Run Rate, or commercial operations dates of the San Juan, Puerto Rico micro fuel handling facility and Units 5 & 6 at San Juan Power Plant; the expected consumption of natural gas at Old Harbour; the expected First Gas and commercial operations date of our La Paz, Mexico Facility; the expectations related to the additional funding of the Jamalco CHP bonds, including the timing of such additional funding; and the expectation that we will be able to fund future developments and projects using the proceeds from future financings once our terminals and facilities produce cash flow from operations. 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 the risk that we will not be able to enter into binding agreements with large scale or small scale customers on terms that are acceptable to us or at all. 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.

IR:
Alan Andreini
(212) 798-6128
aandreini@fortress.com

Joshua Kane
(516) 268-7455
jkane@newfortressenergy.com

Media:
Jake Suski
(516) 268-7403
press@newfortressenergy.com


Condensed Consolidated Balance Sheets
As of September 30, 2019 and December 31, 2018
(Unaudited, in thousands of U.S. dollars, except share amounts)

   
September 30,
2019
   
December 31,
2018
 
Assets
           
Current assets
           
Cash and cash equivalents
 
$
178,187
   
$
78,301
 
Restricted cash
   
22,011
     
30
 
Receivables, net of allowances of $0 and $257, respectively
   
37,248
     
28,530
 
Finance leases, net
   
1,045
     
943
 
Inventory
   
28,625
     
15,959
 
Prepaid expenses and other current assets
   
49,712
     
30,017
 
 
               
Total current assets
   
316,828
     
153,780
 
                 
Investment in equity securities
   
1,529
     
3,656
 
Restricted cash
   
43,860
     
22,522
 
Construction in progress
   
394,516
     
254,700
 
Property, plant and equipment, net
   
193,577
     
94,040
 
Finance leases, net
   
91,447
     
92,207
 
Deferred tax asset, net
   
38
     
185
 
Intangibles, net
   
40,693
     
43,057
 
Other non-current assets
   
65,295
     
35,255
 
                 
Total assets
 
$
1,147,783
   
$
699,402
 
                 
Liabilities
               
Current liabilities
               
Term loan facility
 
$
492,762
   
$
272,192
 
Accounts payable
   
17,106
     
43,177
 
Accrued liabilities
   
50,796
     
67,512
 
Due to affiliates
   
7,856
     
4,481
 
Other current liabilities
   
30,495
     
17,393
 
 
           
 
Total current liabilities
   
599,015
     
404,755
 
 
               
Long-term debt
   
113,164
     
-
 
Deferred tax liability, net
   
171
     
-
 
Other long-term liabilities
   
15,035
     
12,000
 
                 
Total liabilities
   
727,385
     
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, 22,892,293 shares, issued and outstanding as of September 30, 2019;  0 shares issued and outstanding as of December 31, 2018
   
123,760
     
-
 
Class B shares, 145,057,375 shares, issued and outstanding as of September 30, 2019;  0 shares issued and outstanding as of December 31, 2018
   
-
     
-
 
Accumulated deficit
   
(38,480
)
   
(158,423
)
Accumulated other comprehensive (loss
   
(19
)
   
(11
)
Total stockholders’ equity attributable to NFE
   
85,261
     
268,307
 
Non-controlling interest
   
335,137
     
14,340
 
Total stockholders’ equity
   
420,398
     
282,647
 
Total liabilities and stockholders’ equity
 
$
1,147,783
   
$
699,402
 


Condensed Consolidated Statements of Operations and Comprehensive Loss
For the three and nine months ended September 30, 2019 and 2018
(Unaudited, in thousands of U.S. dollars, except share and per share amounts)

   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
   
2019
   
2018
   
2019
   
2018
 
Revenues
                       
Operating revenue
 
$
35,345
   
$
24,629
   
$
93,221
   
$
69,545
 
Other revenue
   
14,311
     
3,795
     
26,152
     
11,387
 
 
                               
Total revenues
   
49,656
     
28,424
     
119,373
     
80,932
 
                                 
Operating expenses
                               
Cost of sales
   
45,832
     
22,094
     
123,224
     
68,625
 
Operations and maintenance
   
8,707
     
1,999
     
18,609
     
5,750
 
Selling, general and administrative
   
40,913
     
13,423
     
122,831
     
40,827
 
Depreciation and amortization
   
1,930
     
830
     
5,731
     
2,258
 
                                 
Total operating expenses
   
97,382
     
38,346
     
270,395
     
117,460
 
 
                               
Operating loss
   
(47,726
)
   
(9,922
)
   
(151,022
)
   
(36,528
)
                                 
Interest expense
   
4,974
     
3,183
     
14,457
     
6,389
 
Other expense, net
   
1,788
     
270
     
133
     
103
 
                                 
Loss before taxes
   
(54,488
)
   
(13,375
)
   
(165,612
)
   
(43,020
)
Tax (benefit) expense
   
(64
)
   
306
     
337
     
399
 
Net loss
   
(54,424
)
   
(13,681
)
   
(165,949
)
   
(43,419
)
Net loss attributable to non-controlling interest
   
47,701
     
72
     
139,483
     
72
 
Net loss attributable to stockholders
 
$
(6,723
)
 
$
(13,609
)
 
$
(26,466
)
 
$
(43,347
)
                                 
Net loss per share – basic and diluted
 
$
(0.30
)
         
$
(1.34
)
       
                                 
Weighted average number of shares outstanding – basic and diluted
   
22,692,104
             
19,689,568
         
                                 
Other comprehensive loss:
                               
Net loss
 
$
(54,424
)
 
$
(13,681
)
 
$
(165,949
)
 
$
(43,419
)
Unrealized loss on currency translation adjustment
   
143
     
-
     
143
     
-
 
Unrealized loss (gain) on available-for-sale investment
   
-
     
290
     
-
     
(443
)
Comprehensive loss
   
(54,567
)
   
(13,971
)
   
(166,092
)
   
(42,976
)
Comprehensive loss attributable to non-controlling interest
   
47,825
     
72
     
139,607
     
72
 
Comprehensive loss attributable to stockholders
 
$
(6,742
)
 
$
(13,899
)
 
$
(26,485
)
 
$
(42,904
)


Condensed Consolidated Statements of Cash Flows
For the nine months ended September 30, 2019 and 2018
(Unaudited, in thousands of U.S. dollars)

   
Nine Months Ended September 30,
 
   
2019
   
2018
 
Cash flows from operating activities
           
Net loss
 
$
(165,949
)
 
$
(43,419
)
Adjustments for:
               
Amortization of deferred financing costs
   
4,150
     
1,469
 
Depreciation and amortization
   
6,197
     
2,776
 
Deferred taxes
   
318
     
309
 
Change in value of Investment in equity securities
   
2,127
     
-
 
Share-based compensation
   
35,833
     
-
 
Other
   
(209
)
   
808
 
(Increase) Decrease in receivables
   
(8,403
)
   
354
 
(Increase) in inventories
   
(12,666
)
   
(8,002
)
(Increase) in other assets
   
(44,985
)
   
(5,863
)
Increase (Decrease) in accounts payable/accrued liabilities
   
8,807
     
(1,156
)
Increase (Decrease) in amounts due to affiliates
   
3,375
     
(1,330
)
Increase in other liabilities
   
16,644
     
898
 
Net cash used in operating activities
   
(154,761
)
   
(53,516
)
                 
Cash flows from investing activities
               
Capital expenditures
   
(295,635
)
   
(112,861
)
Principal payments received on finance lease, net
   
600
     
726
 
Net cash used in investing activities
   
(295,035
)
   
(112,135
)
                 
Cash flows from financing activities
               
Proceeds from borrowings of debt
   
337,000
     
130,000
 
Payment of deferred financing costs
   
(8,259
)
   
(9,438
)
Repayment of debt
   
(3,750
)
   
(75,920
)
Proceeds from IPO
   
274,948
     
-
 
Payment of offering costs
   
(6,938
)
   
-
 
Proceeds from note due to afilliate
   
-
     
372
 
Capital contributed from Members
   
-
     
20,150
 
Collection of subscription receivable
   
-
     
50,000
 
Net cash provided by financing activities
   
593,001
     
115,164
 
                 
Net increase (decrease) in cash, cash equivalents and restricted cash
   
143,205
     
(50,127
)
Cash, cash equivalents and restricted cash – beginning of period
   
100,853
     
118,331
 
Cash, cash equivalents and restricted cash – end of period
 
$
244,058
   
$
68,204
 
                 
Supplemental disclosure of non-cash investing and financing activities:
         

               
Changes in accrued construction in progress costs and property, plant and equipment
 
$
(51,586
)
 
$
30,879
 


Non-GAAP Operating Loss and Non-GAAP Operating Margin
(Unaudited, in thousands of U.S. dollars)

We define non-GAAP operating margin as GAAP net loss, adjusted for selling, general and administrative expense, depreciation and amortization, interest expense, other expense, net and tax expense (benefit).

   
For the three months ended September 30,
 
   
2018
   
2019
 
Net loss
 
$
(13,681
)
 
$
(54,424
)
Add:
               
Selling, general and administrative
   
13,423
     
40,913
 
Depreciation and amortization
   
830
     
1,930
 
Interest expense
   
3,183
     
4,974
 
Other expense, net
   
270
     
1,788
 
Tax expense (benefit)
   
306
     
(64
)
Non-GAAP operating margin
 
$
4,331
   
$
(4,883
)