|
(Exact name of registrant as specified in its charter)
|
|
|
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
, |
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Registrant’s Telephone Number, Including Area 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
|
|
|
|
Item 2.02. |
Results of Operations and Financial Condition.
|
Item 9.01. |
Financial Statements and Exhibits.
|
(d)
|
Exhibits
|
Exhibit
No.
|
Description
|
|
Press Release, dated May 7, 2021, issued by New Fortress Energy Inc.
|
NEW FORTRESS ENERGY INC.
|
||
May 7, 2021
|
By:
|
/s/ Christopher S. Guinta
|
Name:
|
Christopher S. Guinta
|
|
Title:
|
Chief Financial Officer
|
111 W 19th Street, 8th Floor
New York, NY 10011
|
• |
Closed previously announced acquisitions of Hygo Energy Transition Ltd. (“Hygo”) and Golar LNG Partners LP (“GMLP”) for $5.1bn enterprise value
|
• |
Development projects are advancing on budget and schedule(1)
|
o |
Our Mexico and Nicaragua terminals are expected to be operational(2) in Q2 2021
|
o |
Our first ISO Flex vessel has arrived in La Paz and two more expected in Nicaragua in Q2 2021
|
o |
We are FID(3) and currently developing new terminals at Santa Catarina, Barcarena, and Suape in Brazil
|
• |
We continue to make great progress on our Fast LNG asset which we expect will provide us with surety of stable supply at rates well below the current open market prices
|
o |
Actively engaging with gas suppliers around the globe to supply long-term, fixed-price feedstock
|
o |
Secured two world class jack up rigs from Maersk
|
o |
Progressed engineering and design, complete with full operational simulations and deployment scenarios
|
o |
Maintaining the development timeline of 16-20 months to full operations
|
• |
Launching Zero Parks, a Joint Venture with Fortress Transportation and Infrastructure
|
o |
NFE is forming a new joint venture called “Zero Parks” with Fortress Transportation and Infrastructure LLC (NYSE: FTAI), a business with deep investment experience in transportation and high-utility infrastructure assets in the United
States
|
o |
Zero Parks pairs FTAI’s transportation experience and infrastructure with NFE’s focus on hydrogen and clean energy to commercialize the rapidly growing opportunity for renewable and low-carbon fuels
|
o |
Starting with near-term opportunities for renewable diesel and blue hydrogen, Zero Parks aims to reach FID(3) on its first two projects in 90-120 days
|
• |
• |
Completed the private offering of $1.5 billion of senior secured notes due 2026 (the “2026 Notes”)
|
•
|
The 2026 Notes bear interest at 6.50% per annum and were issued at an issue price equal to 100% of principal
|
• |
Closed a $200 million senior secured Revolving Credit Facility (“Revolving Facility”) to provide additional liquidity
|
• |
Our Board of Directors approved a dividend of $0.10 per share, with a record date of June 1, 2021 and a payment date of June 11, 2021
|
For the Three Months Ended,
|
||||||||
December 31,
2020
|
March 31,
2021
|
|||||||
(in millions, except Average Volumes)
|
||||||||
Revenues
|
$
|
145.7
|
$
|
145.7
|
||||
Net Loss
|
$
|
(0.5
|
)
|
$
|
(39.5
|
)
|
||
Operating Margin*
|
$
|
60.9
|
$
|
32.8
|
||||
Average Volumes (k GPD)
|
1,410
|
1,440
|
• |
Quarterly revenue of $145.7 million, remaining stable from Q4 2020
|
• |
Net loss was $39.5 million, as compared to the Q4 2020 net loss of $0.5 million, which was primarily a result of higher LNG cost in Q1 2021 vs. Q4 2020 as well as costs associated with Hygo and GMLP acquisitions
|
• |
Operating Margin*(6) decreased by $28.1 million in Q1 2021 vs Q4 2020, which is line with our expectations due to higher LNG cost
|
• |
Average daily volumes sold in Q1 2021 were approximately 1.4 million GPD
|
For the Three Months Ended
|
||||||||
December 31,
2020
|
March 31,
2021
|
|||||||
Revenues
|
||||||||
Operating revenue
|
$
|
94,769
|
$
|
91,196
|
||||
Other revenue
|
50,927
|
54,488
|
||||||
Total revenues
|
145,696
|
145,684
|
||||||
Operating expenses
|
||||||||
Cost of sales
|
68,987
|
96,671
|
||||||
Operations and maintenance
|
15,796
|
16,252
|
||||||
Selling, general and administrative
|
32,869
|
45,181
|
||||||
Depreciation and amortization
|
10,013
|
9,890
|
||||||
Total operating expenses
|
127,665
|
167,994
|
||||||
Operating income
|
18,031
|
(22,310
|
)
|
|||||
Interest expense
|
14,822
|
18,680
|
||||||
Other expense (income), net
|
826
|
(604
|
)
|
|||||
Loss before taxes
|
2,383
|
(40,386
|
)
|
|||||
Tax expense (benefit)
|
2,868
|
(877
|
)
|
|||||
Net loss
|
(485
|
)
|
(39,509
|
)
|
||||
Net loss attributable to non-controlling interest
|
655
|
1,606
|
||||||
Net (loss) income attributable to stockholders
|
$
|
170
|
$
|
(37,903
|
)
|
|||
Net loss per share – basic and diluted
|
$
|
0.00
|
$
|
(0.21
|
)
|
|||
Weighted average number of shares outstanding – basic and diluted
|
170,855,679
|
176,500,576
|
||||||
Other comprehensive loss:
|
||||||||
Net loss
|
$
|
(485
|
)
|
$
|
(39,509
|
)
|
||
Currency translation adjustment
|
(883
|
)
|
997
|
|||||
Comprehensive income (loss)
|
398
|
(40,506
|
)
|
|||||
Comprehensive (gain) loss attributable to non-controlling interest
|
(131
|
)
|
2,480
|
|||||
Comprehensive (loss) income attributable to stockholders
|
$
|
267
|
$
|
(38,026
|
)
|
For the Three Months Ended,
|
||||||||
December 31, 2020
|
March 31, 2021
|
|||||||
Net loss
|
$
|
(485
|
)
|
$
|
(39,509
|
)
|
||
Add:
|
||||||||
Selling, general and administrative
|
32,869
|
45,181
|
||||||
Depreciation and amortization
|
10,013
|
9,890
|
||||||
Interest expense
|
14,822
|
18,680
|
||||||
Other expense (income), net
|
826
|
(604
|
)
|
|||||
Tax expense (benefit)
|
2,868
|
(877
|
)
|
|||||
Non-GAAP operating margin
|
$
|
60,913
|
$
|
32,761
|
March 31,
2021
|
December 31,
2020
|
|||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$
|
360,130
|
$
|
601,522
|
||||
Restricted cash
|
4,072
|
12,814
|
||||||
Receivables, net of allowances of $203 and $98, respectively
|
95,729
|
76,544
|
||||||
Inventory
|
28,031
|
22,860
|
||||||
Prepaid expenses and other current assets, net
|
60,245
|
48,270
|
||||||
Total current assets
|
548,207
|
762,010
|
||||||
Restricted cash
|
15,000
|
15,000
|
||||||
Construction in progress
|
337,691
|
234,037
|
||||||
Property, plant and equipment, net
|
607,003
|
614,206
|
||||||
Right-of-use assets
|
131,575
|
141,347
|
||||||
Intangible assets, net
|
65,934
|
46,102
|
||||||
Finance leases, net
|
7,501
|
7,044
|
||||||
Deferred tax assets, net
|
5,060
|
2,315
|
||||||
Other non-current assets, net
|
114,140
|
86,030
|
||||||
Total assets
|
$
|
1,832,111
|
$
|
1,908,091
|
||||
Liabilities
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
$
|
27,970
|
$
|
21,331
|
||||
Accrued liabilities
|
88,809
|
90,352
|
||||||
Current lease liabilities
|
34,857
|
35,481
|
||||||
Due to affiliates
|
10,859
|
8,980
|
||||||
Other current liabilities
|
33,375
|
35,006
|
||||||
Total current liabilities
|
195,870
|
191,150
|
||||||
Long-term debt
|
1,239,799
|
1,239,561
|
||||||
Non-current lease liabilities
|
74,363
|
84,323
|
||||||
Deferred tax liabilities, net
|
5,194
|
2,330
|
||||||
Other long-term liabilities
|
25,704
|
15,641
|
||||||
Total liabilities
|
1,540,930
|
1,533,005
|
||||||
Commitments and contingencies
|
||||||||
Stockholders’ equity
|
||||||||
Class A common stock, $0.01 par value, 750.0 million shares authorized, 175.3 million issued and outstanding as of March 31, 2021; 174.6 million
issued and outstanding as of December 31, 2020
|
1,746
|
1,746
|
||||||
Additional paid-in capital
|
551,135
|
594,534
|
||||||
Accumulated deficit
|
(267,406
|
)
|
(229,503
|
)
|
||||
Accumulated other comprehensive income
|
59
|
182
|
||||||
Total stockholders' equity attributable to NFE
|
285,534
|
366,959
|
||||||
Non-controlling interest
|
5,647
|
8,127
|
||||||
Total stockholders' equity
|
291,181
|
375,086
|
||||||
Total liabilities and stockholders' equity
|
$
|
1,832,111
|
$
|
1,908,091
|
Three Months Ended March 31,
|
||||||||
2021
|
2020
|
|||||||
Revenues
|
||||||||
Operating revenue
|
$
|
91,196
|
$
|
63,502
|
||||
Other revenue
|
54,488
|
11,028
|
||||||
Total revenues
|
145,684
|
74,530
|
||||||
Operating expenses
|
||||||||
Cost of sales
|
96,671
|
68,216
|
||||||
Operations and maintenance
|
16,252
|
8,483
|
||||||
Selling, general and administrative
|
45,181
|
28,538
|
||||||
Contract termination charges and loss on mitigation sales
|
-
|
208
|
||||||
Depreciation and amortization
|
9,890
|
5,254
|
||||||
Total operating expenses
|
167,994
|
110,699
|
||||||
Operating loss
|
(22,310
|
)
|
(36,169
|
)
|
||||
Interest expense
|
18,680
|
13,890
|
||||||
Other (income) expense, net
|
(604
|
)
|
611
|
|||||
Loss on extinguishment of debt, net
|
-
|
9,557
|
||||||
Loss before taxes
|
(40,386
|
)
|
(60,227
|
)
|
||||
Tax benefit
|
(877
|
)
|
(4
|
)
|
||||
Net loss
|
(39,509
|
)
|
(60,223
|
)
|
||||
Net loss attributable to non-controlling interest
|
1,606
|
51,757
|
||||||
Net loss attributable to stockholders
|
$
|
(37,903
|
)
|
$
|
(8,466
|
)
|
||
Net loss per share – basic and diluted
|
$
|
(0.21
|
)
|
$
|
(0.32
|
)
|
||
Weighted average number of shares outstanding – basic and diluted
|
176,500,576
|
26,029,492
|
||||||
Other comprehensive loss:
|
||||||||
Net loss
|
$
|
(39,509
|
)
|
$
|
(60,223
|
)
|
||
Currency translation adjustment
|
997
|
369
|
||||||
Comprehensive loss
|
(40,506
|
)
|
(60,592
|
)
|
||||
Comprehensive loss attributable to non-controlling interest
|
2,480
|
52,073
|
||||||
Comprehensive loss attributable to stockholders
|
$
|
(38,026
|
)
|
$
|
(8,519
|
)
|
Three Months Ended March 31,
|
||||||||
2021
|
2020
|
|||||||
Cash flows from operating activities
|
||||||||
Net loss
|
$
|
(39,509
|
)
|
$
|
(60,223
|
)
|
||
Adjustments for:
|
||||||||
Amortization of deferred financing costs
|
400
|
3,353
|
||||||
Depreciation and amortization
|
10,160
|
5,481
|
||||||
Loss on extinguishment and financing expenses
|
-
|
9,557
|
||||||
Deferred taxes
|
(1,412
|
)
|
(18
|
)
|
||||
Share-based compensation
|
1,770
|
2,508
|
||||||
Other
|
393
|
2,656
|
||||||
Changes in operating assets and liabilities:
|
||||||||
(Increase) Decrease in receivables
|
(19,223
|
)
|
5,752
|
|||||
(Increase) Decrease in inventories
|
(5,171
|
)
|
34,830
|
|||||
(Increase) in other assets
|
(36,943
|
)
|
(54,080
|
)
|
||||
Decrease in right-of-use assets
|
9,772
|
9,263
|
||||||
(Decrease) Increase in accounts payable/accrued liabilities
|
(22,399
|
)
|
2,132
|
|||||
Increase (Decrease) in amounts due to affiliates
|
1,879
|
(2,875
|
)
|
|||||
(Decrease) in lease liabilities
|
(10,584
|
)
|
(9,170
|
)
|
||||
(Decrease) in other liabilities
|
(1,119
|
)
|
(477
|
)
|
||||
Net cash used in operating activities
|
(111,986
|
)
|
(51,311
|
)
|
||||
Cash flows from investing activities
|
||||||||
Capital expenditures
|
(80,810
|
)
|
(56,098
|
)
|
||||
Entities acquired in asset acquisitions, net of cash acquired
|
(8,817
|
)
|
-
|
|||||
Other investing activities
|
(630
|
)
|
50
|
|||||
Net cash used in investing activities
|
(90,257
|
)
|
(56,048
|
)
|
||||
Cash flows from financing activities
|
||||||||
Proceeds from borrowings of debt
|
-
|
832,144
|
||||||
Payment of deferred financing costs
|
(670
|
)
|
(14,069
|
)
|
||||
Repayment of debt
|
-
|
(506,402
|
)
|
|||||
Payments related to tax withholdings for share-based compensation
|
(29,564
|
)
|
(6,084
|
)
|
||||
Payment of dividends
|
(17,657
|
)
|
-
|
|||||
Net cash (used in) provided by financing activities
|
(47,891
|
)
|
305,589
|
|||||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(250,134
|
)
|
198,230
|
|||||
Cash, cash equivalents and restricted cash – beginning of period
|
629,336
|
93,035
|
||||||
Cash, cash equivalents and restricted cash – end of period
|
$
|
379,202
|
$
|
291,265
|
||||
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
|
$
|
26,311
|
$
|
13,359
|
||||
Liabilities associated with consideration paid for entities acquired in asset acquisitions
|
11,845
|
-
|