|
(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)
|
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 August 4, 2021, issued by New Fortress Energy Inc.
|
NEW FORTRESS ENERGY INC.
|
||
August 5, 2021
|
By:
|
/s/ Christopher S. Guinta
|
Name:
|
Christopher S. Guinta
|
|
Title:
|
Chief Financial Officer
|
111 W 19th Street, 8th Floor
New York, NY 10011
|
• |
Tremendous commercial headway in the Brazil market - Signed eight new sales agreements for 5.8mm Committed(1) gallons per day (“GPD”) contributing to illustrative Total Segment Operating Margin goal(2) of $1.1Bn
|
o |
Norsk Hydro – Signed memorandum of understanding (“MOU”) and negotiating for up to 1.0mm GPD Run Rate(3) long-term gas supply agreement for Alunorte refinery, co-located with our Barcarena Terminal
|
o |
Executed a Gas Sales Agreement with Industrial Customer in NE Brazil – up to 1.4mm GPD Run Rate(3) to be supplied from our Suape terminal
|
o |
Three small-scale LNG sales agreements signed totaling over 200k GPD at Barcarena and Santa Catarina
|
• |
Secured LNG supply for approximately 100% of our expected needs for our terminals and assets across the Caribbean, Mexico and Central America through 2027 at a price indexed to Henry Hub
|
• |
Significant volume growth – over 5.8 million Committed(1) GPD with over 12 million of In Discussion(4) GPD
|
• |
Signed five new direct sales customer agreements with an estimated 50k new GPD of Committed(1) Volumes
|
• |
Began commercial operations at the Port of Pichilingue in Baja California Sur, Mexico, expect to be fully Operational(5) in 60 days
|
• |
Nicaragua project is nearing completion and is expected to be Operational(5) in Q3 2021
|
• |
Our development projects in Barcarena, Suape and Santa Catarina are advancing on schedule and expected to be Operational(5) in Q1 2022
|
o |
Barcerena and Santa Catarina – Signed EPC contracts, obtained all permits and commenced construction
|
o |
Suape – LNTP to power plant EPC contractor issued
|
• |
NFE continues to make great progress on our Fast LNG asset which will help provide us with stable supply at rates well below the open market
|
o |
Actively engaging with gas suppliers around the globe to source long-term, fixed price feedstock
|
o |
Three world class jack up rigs purchased and transported to the Kiewit shipyard
|
o |
Maintaining the development timeline to commence operations in Q4 2022
|
• |
NFE closed on a $75mm letter of credit facility that allows us to both release restricted cash and more effectively use cash on hand
|
• |
We received approximately $100mm of proceeds on our first asset sale transaction
|
• |
We launched a ship financing facility at pricing of LIBOR + 300bps; we have $300mm of funding committed and expect to close in Q3 2021
|
• |
Our Board of Directors approved a dividend of $0.10 per share, with a record date of September 7, 2021 and a payment date of September 17, 2021
|
For the Three Months Ended,
|
||||||||
(in millions, except Average Volumes)
|
March 31,
2021
|
June 30,
2021
|
||||||
Revenues
|
$
|
145.7
|
$
|
223.8
|
||||
Net Loss
|
$
|
(39.5
|
)
|
$
|
(1.7
|
)
|
||
Terminals and Infrastructure Segment Operating Margin(6)
|
$
|
32.8
|
$
|
55.4
|
||||
Ships Segment Operating Margin(6)
|
-
|
$
|
75.6
|
|||||
Total Segment Operating Margin(6)
|
$
|
32.8
|
$
|
130.0
|
||||
Average Volumes (k GPD)
|
1,440
|
1,496
|
• |
Record quarterly revenue of $223.8 million, increasing $78.1 million since the first quarter
|
• |
Terminals and Infrastructure Segment Operating Margin (6) increased from the contribution of our effective share of revenue and costs of the Sergipe Power Plant
|
• |
Ships Segment Operating Margin(6) includes additional contribution from FSRUs and LNG carriers that are leased to customers under long-term or spot arrangements as well as our effective share of the revenue and costs of the
Hilli subsequent to completion of the Hygo and GMLP acquisitions
|
• |
Average daily volumes sold in Q2 2021 were approximately 1,496k GPD
|
For the Three Months Ended
|
||||||||
March 31,
2021
|
June 30,
2021
|
|||||||
Revenues
|
||||||||
Operating revenue
|
$
|
91,196
|
$
|
102,836
|
||||
Vessel charter revenue
|
-
|
64,561
|
||||||
Other revenue
|
54,488
|
56,442
|
||||||
Total revenues
|
145,684
|
223,839
|
||||||
Operating expenses
|
||||||||
Cost of sales
|
96,671
|
101,430
|
||||||
Vessel operating expenses
|
-
|
15,400
|
||||||
Operations and maintenance
|
16,252
|
18,565
|
||||||
Selling, general and administrative
|
45,181
|
44,536
|
||||||
Transaction and integration costs
|
-
|
29,152
|
||||||
Depreciation and amortization
|
9,890
|
26,997
|
||||||
Total operating expenses
|
167,994
|
236,080
|
||||||
Operating loss
|
(22,310
|
)
|
(12,241
|
)
|
||||
Interest expense
|
18,680
|
31,482
|
||||||
Other (income)
|
(604
|
)
|
(7,457
|
)
|
||||
Net loss before income from equity method investments and income taxes
|
(40,386
|
)
|
(36,266
|
)
|
||||
Income from equity method investments
|
-
|
38,941
|
||||||
Tax (benefit) provision
|
(877
|
)
|
4,409
|
|||||
Net loss
|
(39,509
|
)
|
(1,734
|
)
|
||||
Net loss (income) attributable to non-controlling interest
|
1,606
|
(4,310
|
)
|
|||||
Net loss attributable to stockholders
|
$
|
(37,903
|
)
|
$
|
(6,044
|
)
|
||
Net loss per share – basic and diluted
|
$
|
(0.21
|
)
|
$
|
(0.03
|
)
|
||
Weighted average number of shares outstanding – basic and diluted
|
176,500,576
|
202,331,304
|
Three Months Ended June 30, 2021
|
||||||||||||||||||||
(in thousands of $)
|
Terminals and
Infrastructure
⁽¹⁾
|
Ships ⁽²⁾
|
Total Segment
|
Eliminations ⁽³⁾
|
Consolidated
Reporting
|
|||||||||||||||
Operating Margin
|
54,453
|
75,587
|
130,040
|
(41,596
|
)
|
88,444
|
||||||||||||||
Less:
|
||||||||||||||||||||
Selling, general and administrative
|
44,536
|
|||||||||||||||||||
Transaction and integration costs
|
29,152
|
|||||||||||||||||||
Depreciation and amortization
|
26,997
|
|||||||||||||||||||
Interest expense
|
31,482
|
|||||||||||||||||||
Other (income), net
|
(7,457
|
)
|
||||||||||||||||||
Tax provision
|
4,409
|
|||||||||||||||||||
(Income) from equity method investments
|
(38,941
|
)
|
||||||||||||||||||
Net loss
|
(1,734
|
)
|
Three Months Ended March 31, 2021
|
||||||||||||||||||||
(in thousands of $)
|
Terminals and
Infrastructure
|
Ships
|
Total Segment
|
Eliminations
|
Consolidated
Reporting
|
|||||||||||||||
Operating Margin
|
32,761
|
-
|
32,761
|
-
|
32,761
|
|||||||||||||||
Less:
|
||||||||||||||||||||
Selling, general and administrative
|
45,181
|
|||||||||||||||||||
Transaction and integration costs
|
-
|
|||||||||||||||||||
Depreciation and amortization
|
9,890
|
|||||||||||||||||||
Interest expense
|
18,680
|
|||||||||||||||||||
Other (income), net
|
(604
|
)
|
||||||||||||||||||
Tax provision
|
(877
|
)
|
||||||||||||||||||
(Income) from equity method investments
|
-
|
|||||||||||||||||||
Net loss
|
(39,509
|
)
|
June 30,
2021
|
December 31,
2020
|
|||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$
|
143,138
|
$
|
601,522
|
||||
Restricted cash
|
57,353
|
12,814
|
||||||
Receivables, net of allowances of $90 and $98, respectively
|
121,962
|
76,544
|
||||||
Inventory
|
61,491
|
22,860
|
||||||
Prepaid expenses and other current assets, net
|
92,010
|
48,270
|
||||||
Total current assets
|
475,954
|
762,010
|
||||||
Restricted cash
|
29,827
|
15,000
|
||||||
Construction in progress
|
692,745
|
234,037
|
||||||
Property, plant and equipment, net
|
2,038,738
|
614,206
|
||||||
Equity method investments
|
1,312,072
|
-
|
||||||
Right-of-use assets
|
139,136
|
141,347
|
||||||
Intangible assets, net
|
225,668
|
46,102
|
||||||
Finance leases, net
|
606,108
|
7,044
|
||||||
Goodwill
|
748,602
|
-
|
||||||
Deferred tax assets, net
|
6,221
|
2,315
|
||||||
Other non-current assets, net
|
117,004
|
86,030
|
||||||
Total assets
|
$
|
6,392,075
|
$
|
1,908,091
|
||||
Liabilities
|
||||||||
Current liabilities
|
||||||||
Current portion of long-term debt
|
$
|
204,551
|
$
|
-
|
||||
Accounts payable
|
97,455
|
21,331
|
||||||
Accrued liabilities
|
192,723
|
90,352
|
||||||
Current lease liabilities
|
30,077
|
35,481
|
||||||
Due to affiliates
|
6,060
|
8,980
|
||||||
Other current liabilities
|
104,598
|
35,006
|
||||||
Total current liabilities
|
635,464
|
191,150
|
||||||
Long-term debt
|
3,326,303
|
1,239,561
|
||||||
Non-current lease liabilities
|
89,673
|
84,323
|
||||||
Deferred tax liabilities, net
|
293,073
|
2,330
|
||||||
Other long-term liabilities
|
45,643
|
15,641
|
||||||
Total liabilities
|
4,390,156
|
1,533,005
|
||||||
Commitments and contingencies
|
||||||||
Stockholders’ equity
|
||||||||
Class A common stock, $0.01 par value, 750.0 million shares authorized, 206.7 million issued and outstanding as of June 30, 2021; 174.6 million issued
and outstanding as of December 31, 2020
|
2,060
|
1,746
|
||||||
Additional paid-in capital
|
1,932,318
|
594,534
|
||||||
Accumulated deficit
|
(273,450
|
)
|
(229,503
|
)
|
||||
Accumulated other comprehensive income
|
101,422
|
182
|
||||||
Total stockholders’ equity attributable to NFE
|
1,762,350
|
366,959
|
||||||
Non-controlling interest
|
239,569
|
8,127
|
||||||
Total stockholders’ equity
|
2,001,919
|
375,086
|
||||||
Total liabilities and stockholders’ equity
|
$
|
6,392,075
|
$
|
1,908,091
|
Three months ended June 30,
|
Six months ended June 30,
|
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Revenues
|
||||||||||||||||
Operating revenue
|
$
|
102,836
|
$
|
76,177
|
$
|
194,032
|
$
|
139,679
|
||||||||
Vessel charter revenue
|
64,561
|
-
|
64,561
|
-
|
||||||||||||
Other revenue
|
56,442
|
18,389
|
110,930
|
29,417
|
||||||||||||
Total revenues
|
223,839
|
94,566
|
369,523
|
169,096
|
||||||||||||
Operating expenses
|
||||||||||||||||
Cost of sales
|
101,430
|
69,899
|
198,101
|
138,115
|
||||||||||||
Vessel operating expenses
|
15,400
|
-
|
15,400
|
-
|
||||||||||||
Operations and maintenance
|
18,565
|
9,500
|
34,816
|
17,983
|
||||||||||||
Selling, general and administrative
|
44,536
|
31,846
|
78,152
|
60,216
|
||||||||||||
Transaction and integration costs
|
29,152
|
-
|
40,716
|
-
|
||||||||||||
Contract termination charges and loss on mitigation sales
|
-
|
123,906
|
-
|
124,114
|
||||||||||||
Depreciation and amortization
|
26,997
|
7,620
|
36,886
|
12,874
|
||||||||||||
Total operating expenses
|
236,080
|
242,771
|
404,071
|
353,302
|
||||||||||||
Operating loss
|
(12,241
|
)
|
(148,205
|
)
|
(34,548
|
)
|
(184,206
|
)
|
||||||||
Interest expense
|
31,482
|
17,198
|
50,162
|
31,088
|
||||||||||||
Other (income) expense, net
|
(7,457
|
)
|
999
|
(8,058
|
)
|
1,610
|
||||||||||
Loss on extinguishment of debt, net
|
-
|
-
|
-
|
9,557
|
||||||||||||
Net loss before income equity method investments and income taxes
|
(36,266
|
)
|
(166,402
|
)
|
(76,652
|
)
|
(226,461
|
)
|
||||||||
Income from equity method investments
|
38,941
|
-
|
38,941
|
-
|
||||||||||||
Tax provision
|
4,409
|
117
|
3,532
|
113
|
||||||||||||
Net loss
|
(1,734
|
)
|
(166,519
|
)
|
(41,243
|
)
|
(226,574
|
)
|
||||||||
Net (income) loss attributable to non-controlling interest
|
(4,310
|
)
|
29,094
|
(2,704
|
)
|
80,851
|
||||||||||
Net loss attributable to stockholders
|
$
|
(6,044
|
)
|
$
|
(137,425
|
)
|
$
|
(43,947
|
)
|
$
|
(145,723
|
)
|
||||
Net loss per share – basic and diluted
|
$
|
(0.03
|
)
|
$
|
(2.40
|
)
|
$
|
(0.23
|
)
|
$
|
(3.49
|
)
|
||||
Weighted average number of shares outstanding – basic and diluted
|
202,331,304
|
57,341,215
|
189,885,473
|
41,771,849
|
Six Months Ended June 30,
|
||||||||
2021
|
2020
|
|||||||
Cash flows from operating activities
|
||||||||
Net loss
|
$
|
(41,243
|
)
|
$
|
(226,574
|
)
|
||
Adjustments for:
|
||||||||
Amortization of deferred financing costs and debt guarantees, net
|
(6,290
|
)
|
6,965
|
|||||
Depreciation and amortization
|
37,462
|
13,324
|
||||||
(Earnings) losses of equity method investees
|
(38,941
|
)
|
-
|
|||||
Dividends received from equity method investees
|
7,386
|
-
|
||||||
Sales-type lease payments received in excess of interest income
|
2,388
|
-
|
||||||
Change in market value of derivatives
|
(7,073
|
)
|
(294
|
)
|
||||
Contract termination charges and loss on mitigation sales
|
-
|
124,114
|
||||||
Loss on extinguishment and financing expenses
|
-
|
9,557
|
||||||
Deferred taxes
|
2,447
|
15
|
||||||
Change in value of Investment of equity securities
|
(88
|
)
|
2,217
|
|||||
Share-based compensation
|
3,383
|
4,430
|
||||||
Other
|
275
|
1,201
|
||||||
Changes in operating assets and liabilities, net of acquisitions:
|
||||||||
(Increase) in receivables
|
(38,018
|
)
|
(9,214
|
)
|
||||
(Increase) in inventories
|
(35,458
|
)
|
(4,794
|
)
|
||||
Decrease (Increase) in other assets
|
3,679
|
(9,446
|
)
|
|||||
Decrease in right-of-use assets
|
2,072
|
17,781
|
||||||
Increase in accounts payable/accrued liabilities
|
24,732
|
13,655
|
||||||
(Decrease) in amounts due to affiliates
|
(2,919
|
)
|
(3,666
|
)
|
||||
Increase (Decrease) in lease liabilities
|
133
|
(19,873
|
)
|
|||||
(Decrease) Increase in other liabilities
|
(25,279
|
)
|
279
|
|||||
Net cash used in operating activities
|
(111,352
|
)
|
(80,323
|
)
|
||||
Cash flows from investing activities
|
||||||||
Capital expenditures
|
(235,324
|
)
|
(95,422
|
)
|
||||
Cash paid for business combinations, net of cash acquired
|
(1,586,042
|
)
|
-
|
|||||
Entities acquired in asset acquisitions, net of cash acquired
|
(8,817
|
)
|
-
|
|||||
Other investing activities
|
(750
|
)
|
78
|
|||||
Net cash used in investing activities
|
(1,830,933
|
)
|
(95,344
|
)
|
||||
Cash flows from financing activities
|
||||||||
Proceeds from borrowings of debt
|
1,652,500
|
832,144
|
||||||
Payment of deferred financing costs
|
(20,989
|
)
|
(13,600
|
)
|
||||
Repayment of debt
|
(15,864
|
)
|
(506,402
|
)
|
||||
Payments related to tax withholdings for share-based compensation
|
(29,717
|
)
|
(6,117
|
)
|
||||
Payment of dividends
|
(41,346
|
)
|
-
|
|||||
Net cash provided by financing activities
|
1,544,584
|
306,025
|
||||||
Impact of changes in foreign exchange rates on cash and cash equivalents
|
(1,317
|
)
|
-
|
|||||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(399,018
|
)
|
130,358
|
|||||
Cash, cash equivalents and restricted cash – beginning of period
|
629,336
|
93,035
|
||||||
Cash, cash equivalents and restricted cash – end of period
|
$
|
230,318
|
$
|
223,393
|
||||
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
|
$
|
85,513
|
$
|
(3,084
|
)
|
|||
Liabilities associated with consideration paid for entities acquired in asset acquisitions
|
9,959
|
-
|
||||||
Consideration paid in shares for business combinations
|
1,400,784
|
-
|