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)
|
☐ |
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))
|
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
|
Item 2.02. |
Results of Operations and Financial Condition.
|
Item 9.01. |
Financial Statements and Exhibits.
|
(d) |
Exhibits
|
Exhibit
No.
|
Description
|
|
Press Release, dated August 3, 2020, issued by New Fortress Energy LLC
|
NEW FORTRESS ENERGY LLC
|
||
August 3, 2020
|
By:
|
/s/ Christopher S. Guinta
|
Name:
|
Christopher S. Guinta
|
|
Title:
|
Chief Financial Officer
|
• |
Operating Margin* of $15.2 million, increasing $17.4 million since the first quarter
|
• |
Record volumes were achieved in the second quarter
|
■
|
Average daily volumes sold in Q2 2020 were approximately 978,000 gallons per day which is a 223,000 increase from Q1 2020
|
■
|
Gallons per day volumes are expected to be between 1,700,000 and 2,000,000 on average for the remainder of 2020
|
• |
Completed termination of 8 remaining 2020 cargos in exchange for a payment of $105 million; also executed mitigation sale of one cargo
|
■
|
Allows us to take advantage of historically low prices of LNG on the open market
|
■
|
Cancellation resulted in one-time charge of $105 million and was primary driver of $166.5 million net loss in the second quarter
|
• |
Simplifying our corporate structure
|
■
|
Converted all Class B shares to Class A shares to enhance our liquidity, improve our credit profile and lower our cost of capital
|
■
|
Converting our public entity from an LLC to a C Corporation effective August 7, 2020, will make NFE shares eligible to be included in benchmark stock indices currently utilized by more than $8 trillion
of fund industry assets
|
• |
New business pipeline is very robust
|
■
|
We continue to focus on 10 key markets which have Committed(1) and In Discussion Volumes(2) of over 21 million GPD(3)
|
■
|
Our goal is that each new terminal in our target markets produce between $100mm to $200mm in Illustrative Annualized Operating Margin Goal(4)
|
• |
Progressing Financing and Capital Plan
|
■
|
We received a B+/B1 corporate family rating from Moodys and S&P which we plan to use as basis for refinancing with targeted savings of $25mm per year
|
■
|
Once we have completed our refinancing, our goal is to begin returning capital to shareholders by considering a quarterly dividend, subject to approval by our Board of Directors
|
• |
COVID-19 during Q2 2020 did not materially impact financial results
|
■
|
While the coronavirus has affected our customers and electricity demand in the markets we serve, power and gas remain an essential good
|
■
|
Customer receivables remain current and the business has ample liquidity to support operational demands and growth initiatives
|
For the three months ended,
|
||||||||
(in millions, except Average Volumes)
|
March 31,
2020
|
June 30,
2020
|
||||||
Revenues
|
$
|
74.5
|
$
|
94.6
|
||||
Net Loss
|
$
|
(60.1
|
)
|
$
|
(166.5
|
)
|
||
Operating Margin*
|
$
|
(2.2
|
)
|
$
|
15.2
|
|||
Average Volumes (k GPD)
|
755
|
978
|
• |
Revenue increased by $20.1 million from Q1 2020 driven by an increase in volumes due to a full quarter of operation of CHP Plant and revenue recognized from gas supplied as part of commissioning PREPA’s Power Plant in Puerto Rico,
partially offset by lower revenue due to maintenance at the Old Harbour Power Plant
|
• |
The net loss increased $106.4 million from Q1 2020 primarily driven by contract cancellation charge for the termination of 2020 cargos
|
• |
Positive Operating Margin was primarily due to a full quarter of operation of CHP Plant and additional revenue in Puerto Rico
|
• |
SG&A was approximately $20mm when excluding non-cash share-based compensation expense, non-capitalizable development related expenses and expenses associated with simplifying our corporate structure
|
For the Three Months Ended
|
||||||||
March 31,
2020
|
June 30,
2020
|
|||||||
Revenues
|
||||||||
Operating revenue
|
$
|
63,502
|
$
|
76,177
|
||||
Other revenue
|
11,028
|
18,389
|
||||||
Total revenues
|
74,530
|
94,566
|
||||||
Operating expenses
|
||||||||
Cost of sales
|
68,216
|
69,899
|
||||||
Operations and maintenance
|
8,483
|
9,500
|
||||||
Selling, general and administrative
|
28,370
|
31,846
|
||||||
Contract termination charges and loss on mitigation sales
|
208
|
123,906
|
||||||
Depreciation and amortization
|
5,254
|
7,620
|
||||||
Total operating expenses
|
110,531
|
242,771
|
||||||
Operating loss
|
(36,001
|
)
|
(148,205
|
)
|
||||
Interest expense
|
13,890
|
17,198
|
||||||
Other expense, net
|
611
|
999
|
||||||
Loss on extinguishment of debt, net
|
9,557
|
-
|
||||||
Loss before taxes
|
(60,059
|
)
|
(166,402
|
)
|
||||
Tax (benefit) expense
|
(4
|
)
|
117
|
|||||
Net loss
|
(60,055
|
)
|
(166,519
|
)
|
||||
Net loss attributable to non-controlling interest
|
51,757
|
29,094
|
||||||
Net loss attributable to stockholders
|
$
|
(8,298
|
)
|
$
|
(137,425
|
)
|
||
Net loss per share – basic and diluted
|
$
|
(0.32
|
)
|
$
|
(2.40
|
)
|
||
Weighted average number of shares outstanding – basic and diluted
|
26,029,492
|
57,341,215
|
||||||
Other comprehensive loss:
|
||||||||
Net loss
|
$
|
(60,055
|
)
|
$
|
(166,519
|
)
|
||
Unrealized loss (gain) on currency translation adjustment
|
369
|
(520
|
)
|
|||||
Comprehensive loss
|
(60,424
|
)
|
(165,999
|
)
|
||||
Comprehensive loss attributable to non-controlling interest
|
52,073
|
29,009
|
||||||
Comprehensive loss attributable to stockholders
|
$
|
(8,351
|
)
|
$
|
(136,990
|
)
|
For the three months ended,
|
||||||||
March 31, 2020
|
June 30, 2020
|
|||||||
Net loss
|
$
|
(60,055
|
)
|
$
|
(166,519
|
)
|
||
Add:
|
||||||||
Contract termination charges and loss on mitigation sales
|
208
|
123,906
|
||||||
Selling, general and administrative
|
28,370
|
31,846
|
||||||
Depreciation and amortization
|
5,254
|
7,620
|
||||||
Interest expense
|
13,890
|
17,198
|
||||||
Other expense, net
|
611
|
999
|
||||||
Loss on extinguishment of debt, net
|
9,557
|
-
|
||||||
Tax (benefit) expense
|
(4
|
)
|
117
|
|||||
Non-GAAP operating margin
|
$
|
(2,169
|
)
|
$
|
15,167
|
June 30,
2020
|
December 31,
2019
|
|||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$
|
167,316
|
$
|
27,098
|
||||
Restricted cash
|
32,946
|
30,966
|
||||||
Receivables, net of allowances of $0 and $0, respectively
|
65,069
|
49,890
|
||||||
Inventory
|
50,885
|
63,432
|
||||||
Prepaid expenses and other current assets
|
28,941
|
39,734
|
||||||
Total current assets
|
345,157
|
211,120
|
||||||
Restricted cash
|
23,131
|
34,971
|
||||||
Construction in progress
|
346,951
|
466,587
|
||||||
Property, plant and equipment, net
|
475,198
|
192,222
|
||||||
Right-of-use assets
|
106,993
|
-
|
||||||
Intangible assets, net
|
42,931
|
43,540
|
||||||
Finance leases, net
|
915
|
91,174
|
||||||
Investment in equity securities
|
323
|
2,540
|
||||||
Deferred tax assets, net
|
2,744
|
34
|
||||||
Other non-current assets
|
77,170
|
81,626
|
||||||
Total assets
|
$
|
1,421,513
|
$
|
1,123,814
|
||||
Liabilities
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
$
|
24,854
|
$
|
11,593
|
||||
Accrued liabilities
|
165,292
|
54,943
|
||||||
Current lease liabilities
|
26,835
|
-
|
||||||
Due to affiliates
|
6,586
|
10,252
|
||||||
Other current liabilities
|
26,134
|
25,475
|
||||||
Total current liabilities
|
249,701
|
102,263
|
||||||
Long-term debt
|
950,238
|
619,057
|
||||||
Non-current lease liabilities
|
57,166
|
-
|
||||||
Deferred tax liabilities, net
|
20
|
241
|
||||||
Other long-term liabilities
|
14,314
|
14,929
|
||||||
Total liabilities
|
1,271,439
|
736,490
|
||||||
Stockholders’ equity
|
||||||||
Class A shares, 169,174,104 shares issued and 168,587,346 outstanding as of June 30, 2020; 23,607,096 shares issued and outstanding as of December 31, 2019
|
341,675
|
130,658
|
||||||
Treasury shares, 586,758 shares as of June 30, 2020, at cost; 0 shares at December 31, 2019, at cost
|
(6,172
|
)
|
-
|
|||||
Class B shares, 0 shares issued and outstanding as of June 30, 2020; 144,342,572 shares, issued and outstanding as of December 31, 2019
|
-
|
-
|
||||||
Accumulated deficit
|
(192,852
|
)
|
(45,823
|
)
|
||||
Accumulated other comprehensive income (loss)
|
352
|
(30
|
)
|
|||||
Total stockholders’ equity attributable to NFE
|
143,003
|
84,805
|
||||||
Non-controlling interest
|
7,071
|
302,519
|
||||||
Total stockholders’ equity
|
150,074
|
387,324
|
||||||
Total liabilities and stockholders’ equity
|
$
|
1,421,513
|
$
|
1,123,814
|
Three months ended June 30,
|
Six months ended June 30,
|
|||||||||||||||
2020
|
2019
|
2020
|
2019
|
|||||||||||||
Revenues
|
||||||||||||||||
Operating revenue
|
$
|
76,177
|
$
|
31,738
|
$
|
139,679
|
$
|
57,876
|
||||||||
Other revenue
|
18,389
|
8,028
|
29,417
|
11,841
|
||||||||||||
Total revenues
|
94,566
|
39,766
|
169,096
|
69,717
|
||||||||||||
Operating expenses
|
||||||||||||||||
Cost of sales
|
69,899
|
44,043
|
138,115
|
77,392
|
||||||||||||
Operations and maintenance
|
9,500
|
5,403
|
17,983
|
9,902
|
||||||||||||
Selling, general and administrative
|
31,846
|
32,169
|
60,216
|
81,918
|
||||||||||||
Contract termination charges and loss on mitigation sales
|
123,906
|
-
|
124,114
|
-
|
||||||||||||
Depreciation and amortization
|
7,620
|
2,110
|
12,874
|
3,801
|
||||||||||||
Total operating expenses
|
242,771
|
83,725
|
353,302
|
173,013
|
||||||||||||
Operating loss
|
(148,205
|
)
|
(43,959
|
)
|
(184,206
|
)
|
(103,296
|
)
|
||||||||
Interest expense
|
17,198
|
6,199
|
31,088
|
9,483
|
||||||||||||
Other expense (income), net
|
999
|
920
|
1,610
|
(1,655
|
)
|
|||||||||||
Loss on extinguishment of debt, net
|
-
|
-
|
9,557
|
-
|
||||||||||||
Loss before taxes
|
(166,402
|
)
|
(51,078
|
)
|
(226,461
|
)
|
(111,124
|
)
|
||||||||
Tax expense
|
117
|
155
|
113
|
401
|
||||||||||||
Net loss
|
(166,519
|
)
|
(51,233
|
)
|
(226,574
|
)
|
(111,525
|
)
|
||||||||
Net loss attributable to non-controlling interest
|
29,094
|
45,047
|
80,851
|
91,782
|
||||||||||||
Net loss attributable to stockholders
|
$
|
(137,425
|
)
|
$
|
(6,186
|
)
|
$
|
(145,723
|
)
|
$
|
(19,743
|
)
|
||||
Net loss per share – basic and diluted
|
$
|
(2.40
|
)
|
$
|
(0.28
|
)
|
$
|
(3.49
|
)
|
$
|
(1.09
|
)
|
||||
Weighted average number of shares outstanding – basic and diluted
|
57,341,215
|
22,114,002
|
41,771,849
|
18,154,939
|
||||||||||||
Other comprehensive loss:
|
||||||||||||||||
Net loss
|
$
|
(166,519
|
)
|
$
|
(51,233
|
)
|
$
|
(226,574
|
)
|
$
|
(111,525
|
)
|
||||
Unrealized gain on currency translation adjustment
|
(520
|
)
|
-
|
(151
|
)
|
-
|
||||||||||
Comprehensive loss
|
(165,999
|
)
|
(51,233
|
)
|
(226,423
|
)
|
(111,525
|
)
|
||||||||
Comprehensive loss attributable to non-controlling interest
|
29,009
|
45,047
|
81,082
|
91,782
|
||||||||||||
Comprehensive loss attributable to stockholders
|
$
|
(136,990
|
)
|
$
|
(6,186
|
)
|
$
|
(145,341
|
)
|
$
|
(19,743
|
)
|
Six Months Ended June 30,
|
||||||||
2020
|
2019
|
|||||||
Cash flows from operating activities
|
||||||||
Net loss
|
$
|
(226,574
|
)
|
$
|
(111,525
|
)
|
||
Adjustments for:
|
||||||||
Amortization of deferred financing costs
|
6,965
|
2,589
|
||||||
Depreciation and amortization
|
13,324
|
4,106
|
||||||
Contract termination charges and loss on mitigation sales
|
124,114
|
-
|
||||||
Loss on extinguishment of debt, net
|
9,557
|
-
|
||||||
Deferred taxes
|
15
|
379
|
||||||
Change in value of investment in equity securities
|
2,217
|
802
|
||||||
Share-based compensation
|
4,430
|
28,008
|
||||||
Other
|
907
|
232
|
||||||
(Increase) in receivables
|
(9,214
|
)
|
(15,211
|
)
|
||||
(Increase) in inventories
|
(4,794
|
)
|
(3,664
|
)
|
||||
(Increase) in other assets
|
(9,446
|
)
|
(6,865
|
)
|
||||
Decrease in right-of-use assets
|
17,781
|
-
|
||||||
Increase in accounts payable/accrued liabilities
|
13,655
|
2,553
|
||||||
(Decrease) Increase in amounts due to affiliates
|
(3,666
|
)
|
1,848
|
|||||
(Decrease) in lease liabilities
|
(19,873
|
)
|
-
|
|||||
Increase in other liabilities
|
279
|
4,680
|
||||||
Net cash used in operating activities
|
(80,323
|
)
|
(92,068
|
)
|
||||
Cash flows from investing activities
|
||||||||
Capital expenditures
|
(95,422
|
)
|
(232,348
|
)
|
||||
Principal payments received on finance lease, net
|
78
|
471
|
||||||
Net cash used in investing activities
|
(95,344
|
)
|
(231,877
|
)
|
||||
Cash flows from financing activities
|
||||||||
Proceeds from borrowings of debt
|
832,144
|
220,000
|
||||||
Payment of deferred financing costs
|
(13,600
|
)
|
(4,400
|
)
|
||||
Repayment of debt
|
(506,402
|
)
|
(2,500
|
)
|
||||
Proceeds from IPO
|
-
|
274,948
|
||||||
Payments related to tax withholdings for share-based compensation
|
(6,117
|
)
|
-
|
|||||
Payment of offering costs
|
-
|
(6,938
|
)
|
|||||
Net cash provided by financing activities
|
306,025
|
481,110
|
||||||
Net increase in cash, cash equivalents and restricted cash
|
130,358
|
157,165
|
||||||
Cash, cash equivalents and restricted cash – beginning of period
|
93,035
|
100,853
|
||||||
Cash, cash equivalents and restricted cash – end of period
|
$
|
223,393
|
$
|
258,018
|
||||
Supplemental disclosure of non-cash investing and financing activities:
|
||||||||
Changes in accounts payable and accrued liabilities associated with construction in progress and property, plant and equipment additions
|
$
|
(3,084
|
)
|
$
|
(54,888
|
)
|