|
|
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
,
, |
|
|
(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
|
|
|
|
Emerging growth company |
Item 2.02. |
Results of Operations and Financial Condition.
|
Item 9.01. |
Financial Statements and Exhibits.
|
(d) |
Exhibits
|
Exhibit
No.
|
Description
|
|
Press Release, dated October 29, 2020, issued by New Fortress Energy Inc.
|
NEW FORTRESS ENERGY INC.
|
||
October 29, 2020
|
By:
|
/s/ Christopher S. Guinta
|
Name:
|
Christopher S. Guinta
|
|
Title:
|
Chief Financial Officer
|
• |
Record volumes were achieved in the third quarter
|
◾ |
Average daily volumes sold in Q3 2020 were approximately 1.5 million gallons per day, which is a 0.6 million increase from Q2 2020
|
◾ |
Gallons per day volumes are expected to be between 1.7 million and 2.0 million on average for the remainder of 2020
|
• |
Construction related activities remain largely on time and on budget(1)
|
◾ |
Our projects in Mexico and Nicaragua should be Operational(2) in the first quarter of 2021
|
◾ |
While we have had some minor delays in permitting and construction execution, all long lead items are on time
|
◾ |
We have purchased ISO flex equipment, including a 266 foot OSV and are in the process of manufacturing our proprietary manifold
|
• |
We see exciting growth opportunities through our two primary growth channels
|
◾ |
Organic growth(3) – We are targeting over 2.5 million GPD of increased volumes through existing infrastructure, which require only modest additional capital
|
◾ |
Inorganic growth(4) – we have over 15 million GPD of In Discussion Volumes(5) across 4 key markets
|
• |
We announced two significant green hydrogen developments to advance NFE’s transition to zero emissions:
|
◾ |
Invested in H2Pro, an Israel-based hydrogen startup that is developing a novel, low-cost hydrogen production technology
|
◾ |
Announced partnership with Long Ridge Terminal Partners and GE Gas Power for first purpose-built hydrogen-burning power plant in US that will begin blending hydrogen with natural gas as early as 2021(6)
|
• |
During the COVID-19 pandemic, we have taken great efforts to ensure continued service and performance for our customers
|
◾ |
No significant financial impact to our financial statements as power is an essential good for our customers
|
◾ |
We’ve hired over 60 people since the pandemic began and spent nearly $1 million on COVID-19 preventative measures
|
• |
We issued $1,000 million of 6.75% senior secured notes
|
◾ |
Completed the issuance in September 2020 and used the net cash proceeds to repay the outstanding principal and interest under the Credit Agreement and Senior Secured Bonds and Senior Unsecured Bonds(7)
|
• |
We declared first quarterly dividend ($0.10 per share) in September 2020 and are pleased to announce today that our Board of Directors approved a dividend for the fourth quarter of $0.10 per share, which will have a record date of
December 2, 2020 and a payment date of December 9, 2020.
|
• |
Record quarterly revenue was nearly $137 million, increasing over $40 million from Q2 2020
|
• |
Net loss was approximately $37 million, decreasing by approximately $130 million from the Q2 2020 net loss of approximately $167 million
|
◾ |
Our current period net loss is primarily driven by an approximately $28 million loss on extinguishment of debt and financing costs
|
◾ |
We are realizing substantially lower LNG costs as a result of cancelling 2H 2020 cargos in Q2 2020, significantly lowering our net loss
|
• |
Operating Margin*(8) was over $51 million, representing over a 230% increase from Q2 2020
|
For the three months ended,
|
||||||||
June 30,
|
September 30,
|
|||||||
(in millions, except Average Volumes)
|
2020
|
2020
|
||||||
Revenues
|
$
|
94.6
|
$
|
136.9
|
||||
Net Loss
|
$
|
(166.5
|
)
|
$
|
(36.7
|
)
|
||
Operating Margin*
|
$
|
15.2
|
$
|
51.4
|
||||
Average Volumes (k GPD)
|
978
|
1,535
|
• |
Revenue increased by over $40 million from Q2 2020 primarily driven by additional revenue in Puerto Rico for gas delivered
|
• |
The net loss decreased approximately $130 million from Q2 2020; contributing to the Q3 2020 net loss were the costs of extinguishment of debt and financing costs
|
• |
We experienced record Operating Margin in Q3 2020 due to increased volumes, largely on account of our Puerto Rico Facility reaching Run Rate Volumes(9) and due to the termination of the 2H 2020 LNG cargos
|
• |
SG&A was approximately $19 million when excluding non-cash expenses, non-capitalizable development related expenses and expenses associated with simplifying our corporate and capital structure
|
For the Three Months Ended
|
||||||||
June 30,
2020
|
September 30,
2020
|
|||||||
Revenues
|
||||||||
Operating revenue
|
$
|
76,177
|
$
|
83,863
|
||||
Other revenue
|
18,389
|
52,995
|
||||||
Total revenues
|
94,566
|
136,858
|
||||||
Operating expenses
|
||||||||
Cost of sales
|
69,899
|
71,665
|
||||||
Operations and maintenance
|
9,500
|
13,802
|
||||||
Selling, general and administrative
|
31,846
|
30,849
|
||||||
Contract termination charges and loss on mitigation sales
|
123,906
|
-
|
||||||
Depreciation and amortization
|
7,620
|
9,489
|
||||||
Total operating expenses
|
242,771
|
125,805
|
||||||
Operating income (loss)
|
(148,205
|
)
|
11,053
|
|||||
Interest expense
|
17,198
|
19,813
|
||||||
Other expense, net
|
999
|
2,569
|
||||||
Loss on extinguishment of debt, net
|
-
|
23,505
|
||||||
Loss before taxes
|
(166,402
|
)
|
(34,834
|
)
|
||||
Tax expense
|
117
|
1,836
|
||||||
Net loss
|
(166,519
|
)
|
(36,670
|
)
|
||||
Net loss attributable to non-controlling interest
|
29,094
|
312
|
||||||
Net loss attributable to stockholders
|
$
|
(137,425
|
)
|
$
|
(36,358
|
)
|
||
Net loss per share – basic and diluted
|
$
|
(2.40
|
)
|
$
|
(0.21
|
)
|
||
Weighted average number of shares outstanding – basic and diluted
|
57,341,215
|
170,074,532
|
||||||
Other comprehensive loss:
|
||||||||
Net loss
|
$
|
(166,519
|
)
|
$
|
(36,670
|
)
|
||
Unrealized (gain) on currency translation adjustment
|
(520
|
)
|
(971
|
)
|
||||
Comprehensive loss
|
(165,999
|
)
|
(35,699
|
)
|
||||
Comprehensive (income) loss attributable to non-controlling interest
|
29,009
|
(926
|
)
|
|||||
Comprehensive loss attributable to stockholders
|
$
|
(136,990
|
)
|
$
|
(36,625
|
)
|
For the three months ended,
|
||||||||
June 30, 2020
|
September 30, 2020
|
|||||||
Net loss
|
$
|
(166,519
|
)
|
$
|
(36,670
|
)
|
||
Add:
|
||||||||
Contract termination charges and loss on mitigation sales
|
123,906
|
-
|
||||||
Selling, general and administrative
|
31,846
|
30,849
|
||||||
Depreciation and amortization
|
7,620
|
9,489
|
||||||
Interest expense
|
17,198
|
19,813
|
||||||
Other expense, net
|
999
|
2,569
|
||||||
Loss on extinguishment of debt, net
|
-
|
23,505
|
||||||
Tax expense
|
117
|
1,836
|
||||||
Non-GAAP operating margin
|
$
|
15,167
|
$
|
51,391
|
September 30,
2020
|
December 31,
2019
|
|||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$
|
112,723
|
$
|
27,098
|
||||
Restricted cash
|
25,714
|
30,966
|
||||||
Receivables, net of allowances of $183 and $0, respectively
|
93,000
|
49,890
|
||||||
Inventory
|
19,399
|
63,432
|
||||||
Prepaid expenses and other current assets, net
|
29,689
|
39,734
|
||||||
Total current assets
|
280,525
|
211,120
|
||||||
Restricted cash
|
15,000
|
34,971
|
||||||
Construction in progress
|
206,110
|
466,587
|
||||||
Property, plant and equipment, net
|
622,475
|
192,222
|
||||||
Right-of-use assets
|
140,143
|
-
|
||||||
Intangible assets, net
|
44,381
|
43,540
|
||||||
Finance leases, net
|
4,872
|
91,174
|
||||||
Investment in equity securities
|
164
|
2,540
|
||||||
Deferred tax assets, net
|
2,532
|
34
|
||||||
Other non-current assets, net
|
83,611
|
81,626
|
||||||
Total assets
|
$
|
1,399,813
|
$
|
1,123,814
|
||||
Liabilities
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
$
|
92,774
|
$
|
11,593
|
||||
Accrued liabilities
|
52,606
|
54,943
|
||||||
Current lease liabilities
|
36,380
|
-
|
||||||
Due to affiliates
|
9,219
|
10,252
|
||||||
Other current liabilities
|
31,272
|
25,475
|
||||||
Total current liabilities
|
222,251
|
102,263
|
||||||
Long-term debt
|
980,183
|
619,057
|
||||||
Non-current lease liabilities
|
83,843
|
-
|
||||||
Deferred tax liabilities, net
|
182
|
241
|
||||||
Other long-term liabilities
|
14,617
|
14,929
|
||||||
Total liabilities
|
1,301,076
|
736,490
|
||||||
Stockholders’ equity
|
||||||||
Class A common stock, $0.01 par value, 750.0 million shares authorized, 169.3 million issued and
168.7 million outstanding as of September 30, 2020
|
1,687
|
-
|
||||||
Treasury shares, 0.6 million shares as of September 30, 2020, at cost; 0 shares at December 31, 2019,
at cost
|
(6,411
|
)
|
-
|
|||||
Class A shares, 0 shares issued and outstanding as of September 30, 2020; 23.6 million shares issued
and outstanding as of December 31, 2019
|
-
|
130,658
|
||||||
Class B shares, 0 shares issued and outstanding as of September 30, 2020; 144.3 million shares issued
and outstanding as of December 31, 2019
|
-
|
-
|
||||||
Additional paid-in capital
|
325,053
|
-
|
||||||
Accumulated deficit
|
(229,673
|
)
|
(45,823
|
)
|
||||
Accumulated other comprehensive income (loss)
|
85
|
(30
|
)
|
|||||
Total stockholders' equity attributable to NFE
|
90,741
|
84,805
|
||||||
Non-controlling interest
|
7,996
|
302,519
|
||||||
Total stockholders' equity
|
98,737
|
387,324
|
||||||
Total liabilities and stockholders' equity
|
$
|
1,399,813
|
$
|
1,123,814
|
Three months ended September 30,
|
Nine months ended September 30,
|
|||||||||||||||
2020
|
2019
|
2020
|
2019
|
|||||||||||||
Revenues
|
||||||||||||||||
Operating revenue
|
$
|
83,863
|
$
|
35,345
|
$
|
223,542
|
$
|
93,221
|
||||||||
Other revenue
|
52,995
|
14,311
|
82,412
|
26,152
|
||||||||||||
Total revenues
|
136,858
|
49,656
|
305,954
|
119,373
|
||||||||||||
Operating expenses
|
||||||||||||||||
Cost of sales
|
71,665
|
45,832
|
209,780
|
123,224
|
||||||||||||
Operations and maintenance
|
13,802
|
8,707
|
31,785
|
18,609
|
||||||||||||
Selling, general and administrative
|
30,849
|
40,913
|
91,301
|
122,831
|
||||||||||||
Contract termination charges and loss on mitigation sales
|
-
|
-
|
124,114
|
-
|
||||||||||||
Depreciation and amortization
|
9,489
|
1,930
|
22,363
|
5,731
|
||||||||||||
Total operating expenses
|
125,805
|
97,382
|
479,343
|
270,395
|
||||||||||||
Operating income (loss)
|
11,053
|
(47,726
|
)
|
(173,389
|
)
|
(151,022
|
)
|
|||||||||
Interest expense
|
19,813
|
4,974
|
50,901
|
14,457
|
||||||||||||
Other expense, net
|
2,569
|
1,788
|
4,179
|
133
|
||||||||||||
Loss on extinguishment of debt, net
|
23,505
|
-
|
33,062
|
-
|
||||||||||||
Loss before taxes
|
(34,834
|
)
|
(54,488
|
)
|
(261,531
|
)
|
(165,612
|
)
|
||||||||
Tax expense (benefit)
|
1,836
|
(64
|
)
|
1,949
|
337
|
|||||||||||
Net loss
|
(36,670
|
)
|
(54,424
|
)
|
(263,480
|
)
|
(165,949
|
)
|
||||||||
Net loss attributable to non-controlling interest
|
312
|
47,701
|
81,163
|
139,483
|
||||||||||||
Net loss attributable to stockholders
|
$
|
(36,358
|
)
|
$
|
(6,723
|
)
|
$
|
(182,317
|
)
|
$
|
(26,466
|
)
|
||||
Net loss per share – basic and diluted
|
$
|
(0.21
|
)
|
$
|
(0.30
|
)
|
$
|
(2.14
|
)
|
$
|
(1.34
|
)
|
||||
Weighted average number of shares outstanding – basic and diluted
|
170,074,532
|
22,692,104
|
85,009,385
|
19,689,568
|
||||||||||||
Other comprehensive loss:
|
||||||||||||||||
Net loss
|
$
|
(36,670
|
)
|
$
|
(54,424
|
)
|
$
|
(263,480
|
)
|
$
|
(165,949
|
)
|
||||
Unrealized (gain) loss on currency translation adjustment
|
(971
|
)
|
143
|
(1,122
|
)
|
143
|
||||||||||
Comprehensive loss
|
(35,699
|
)
|
(54,567
|
)
|
(262,358
|
)
|
(166,092
|
)
|
||||||||
Comprehensive (income) loss attributable to non-controlling interest
|
(926
|
)
|
47,825
|
80,156
|
139,607
|
|||||||||||
Comprehensive loss attributable to stockholders
|
$
|
(36,625
|
)
|
$
|
(6,742
|
)
|
$
|
(182,202
|
)
|
$
|
(26,485
|
)
|
Nine Months Ended September 30,
|
||||||||
2020
|
2019
|
|||||||
Cash flows from operating activities
|
||||||||
Net loss
|
$
|
(263,480
|
)
|
$
|
(165,949
|
)
|
||
Adjustments for:
|
||||||||
Amortization of deferred financing costs
|
9,949
|
4,150
|
||||||
Depreciation and amortization
|
23,025
|
6,197
|
||||||
Non-cash contract termination charges and loss on mitigation sales
|
71,510
|
-
|
||||||
Loss on extinguishment of debt and financing expenses
|
37,090
|
-
|
||||||
Deferred taxes
|
388
|
318
|
||||||
Change in value of investment in equity securities
|
2,376
|
2,127
|
||||||
Share-based compensation
|
6,501
|
35,833
|
||||||
Other
|
1,895
|
(209
|
)
|
|||||
(Increase) in receivables
|
(43,307
|
)
|
(8,403
|
)
|
||||
Decrease (Increase) in inventories
|
26,691
|
(12,666
|
)
|
|||||
(Increase) in other assets
|
(16,526
|
)
|
(44,985
|
)
|
||||
Decrease in right-of-use assets
|
31,910
|
-
|
||||||
Increase in accounts payable/accrued liabilities
|
23,982
|
8,807
|
||||||
(Decrease) Increase in amounts due to affiliates
|
(1,033
|
)
|
3,375
|
|||||
(Decrease) in lease liabilities
|
(30,930
|
)
|
-
|
|||||
Increase in other liabilities
|
4,249
|
16,644
|
||||||
Net cash used in operating activities
|
(115,710
|
)
|
(154,761
|
)
|
||||
Cash flows from investing activities
|
||||||||
Capital expenditures
|
(115,841
|
)
|
(295,635
|
)
|
||||
Principal payments received on finance lease, net
|
137
|
600
|
||||||
Net cash used in investing activities
|
(115,704
|
)
|
(295,035
|
)
|
||||
Cash flows from financing activities
|
||||||||
Proceeds from borrowings of debt
|
1,832,144
|
337,000
|
||||||
Payment of deferred financing costs
|
(27,099
|
)
|
(8,259
|
)
|
||||
Repayment of debt
|
(1,490,002
|
)
|
(3,750
|
)
|
||||
Proceeds from IPO
|
-
|
274,948
|
||||||
Payments related to tax withholdings for share-based compensation
|
(6,356
|
)
|
-
|
|||||
Payment of dividends
|
(16,871
|
)
|
-
|
|||||
Payment of offering costs
|
-
|
(6,938
|
)
|
|||||
Net cash provided by financing activities
|
291,816
|
593,001
|
||||||
Net increase in cash, cash equivalents and restricted cash
|
60,402
|
143,205
|
||||||
Cash, cash equivalents and restricted cash – beginning of period
|
93,035
|
100,853
|
||||||
Cash, cash equivalents and restricted cash – end of period
|
$
|
153,437
|
$
|
244,058
|
||||
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
|
$
|
(4,682
|
)
|
$
|
(51,586
|
)
|