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

Date of Report (Date of earliest event reported): August 4, 2021



New Fortress Energy Inc.
(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 common stock
“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 August 4, 2021, New Fortress Energy Inc. (“NFE” or the “Company”) issued a press release announcing the Company’s financial and operating results for its fiscal quarter ended June 30, 2021. 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 August 4, 2021, issued by New Fortress Energy Inc.


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 INC.
   
August 5, 2021
By:
/s/ Christopher S. Guinta
 
Name:
Christopher S. Guinta
 
Title:
Chief Financial Officer




Exhibit 99.1

111 W 19th Street, 8th Floor
New York, NY  10011
 
New Fortress Energy Announces Second Quarter 2021 Results and Reaffirms Dividend of $0.10 per Class A Common Share

August 4, 2021

NEW YORK -- New Fortress Energy Inc. (NASDAQ: NFE) (“NFE” or the “Company”) today reported its financial results for the second quarter ending June 30, 2021.

Second Quarter Highlights

Commercial update

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

Development update

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


Financing Update

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

Financial Highlights

Total Segment Operating Margin(6) of $130mm, including contribution of ~$54mm from our Terminals and Infrastructure segment and ~$76mm from our Ships segment, resulting from incremental revenue from our Ships segment and the Sergipe Power Plant

   
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

Please refer to our Q2 2021 Investor Presentation (the “Presentation”) for further information about the following terms:
1) “Committed” means our expected volumes to be sold to customers under binding contracts, awards under requests for proposals. 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” are substantially in excess of such minimum volume commitments.  Our near-term ability to sell these volumes is dependent on our customers’ continued willingness and ability to continue purchasing these volumes and to perform their obligations under their respective contracts.  If any of our customers fails to continue to make such purchases or fails to perform its obligations under its contract, our operating results, cash flow and liquidity could be materially and adversely affected.  References to Committed Volumes in the future and percentages of these volumes in the future should not be viewed as guidance or management’s view of the Company’s projected earnings, is not based on the Company’s historical operating results, which are limited, and does not purport to be an actual representation of our future economics.


2) “Illustrative Total Segment Operating Margin Goal” means our goal for Total Segment Operating Margin under certain illustrative conditions. This goal reflects the volumes of LNG that it is our goal to sell under binding contracts multiplied by the average price per unit at which we expect to price LNG deliveries, including both fuel sales and capacity charges or other fixed fees, less the cost per unit at which we expect to purchase or produce and deliver such LNG or natural gas, including the cost to (i) purchase natural gas, liquefy it, and transport it to one of our terminals or purchase LNG in strip cargos or on the spot market, (ii) transfer the LNG into an appropriate ship and transport it to our terminals or facilities, (iii) deliver the LNG, regasify it to natural gas and deliver it to our customers or our power plants and (iv) maintain and operate our terminals, facilities and power plants. For Vessels chartered to third parties, this illustration reflects the revenue from ships chartered to third parties, capacity and tolling arrangements, and other fixed fees, less the cost to operate and maintain each ship, in each case based on contracted amounts for ship charters, capacity and tolling fees, and industry standard costs for operation and maintenance. There can be no assurance that the costs of purchasing or producing LNG, transporting the LNG and maintaining and operating our terminals and facilities will result in the Illustrative Total Segment Operating Margin Goal reflected.
3) “Run Rate” is 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.
4) “In Discussion” refers to potential customers (i) with whom we are in active negotiations, (ii) for whom there is a request for proposals or competitive bid process, or (iii) for whom we anticipate a request for proposals or competitive bid process will soon be announced based on our discussions with the potential customer as of date of the Presentation.  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 any volumes referenced is substantially in excess of potential minimum volume commitments.  References to these volumes and percentages of these volumes should not be viewed as guidance or management’s view of the Company’s projected earnings, is not based on the Company’s historical operating results, which are limited, and does not purport to be an actual representation of our future economics.
5) “Operational” with respect to a particular project means we expect gas to be made available within thirty (30) days, gas has been made available to the relevant project, or that the relevant project is in full commercial operations.  Where gas is going to be made available or has been made available but full commercial operations have not yet begun, full commercial operations will occur later than, and may occur substantially later than, our reported Operational date.  We cannot assure you if or when such projects will reach full commercial operations.  Actual results could differ materially from the illustrations reflected in this presentation and there can be no assurance we will achieve our goals.
6) “Total Segment Operating Margin” is the total of our Terminals and Infrastructure Segment Operating Margin and Ships Segment Operating Margin. Terminals and Infrastructure Segment Operating Margin includes our effective share of revenue, expenses and operating margin attributable to our 50% ownership of Centrais Elétricas de Sergipe Participações S.A. (“CELSEPAR”). Ships Segment Operating Margin includes our effective share of revenue, expenses and Operating Margin attributable to our ownership of 50% of the common units of Hilli LLC. Hilli LLC owns Golar Hilli Corporation (“Hilli Corp”), the disponent owner of the Hilli.

Additional Information
For additional information that management believes to be useful for investors, please refer to the presentation posted on the Investors section of New Fortress Energy’s website, www.newfortressenergy.com, and the Company’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, which are available on the Company’s website. Nothing on our website is included or incorporated by reference herein.

Earnings Conference Call
Management will host a conference call on Thursday, August 5, 2021 at 8:00 A.M. Eastern Time. 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.) fifteen minutes prior to the scheduled start of the call; please reference “NFE Second Quarter 2021 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 replay of the conference call will also be available after 11:00 A.M. on Thursday, August 5, 2021 through 11:00 A.M. on Thursday, August 12, 2021 at (855) 859-2056 (from within the U.S.) or (404) 537-3406 (from outside of the U.S.), Passcode: 8769417.

About New Fortress Energy Inc.
New Fortress Energy Inc. (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.

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 income/(loss) from operations, net income/(loss), cash flow from operating activities or any other measure of performance or liquidity derived in accordance with GAAP. We believe this non-GAAP financial measure, as we have defined it, provides a supplemental measure of financial performance of our current liquefaction, regasification, power generation and charter operations. This measure excludes items that have little or no significance on day-to-day performance of our current liquefaction, regasification, power generation and charter operations, including our corporate SG&A, transaction and integration costs, contract termination charges and loss on mitigation sales, loss on extinguishment of debt, net, and other 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 to achieve optimal financial performance of our current liquefaction, regasification,  power generation and charter 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 our expected volumes of LNG or production of power in particular jurisdictions; ability to achieve our growth goals; ability to finalize definitive agreements for which we have MOUs or framework agreements; our expectations regarding our organic growth opportunities and the full capacity of our existing infrastructure including run rates; our expected needs for LNG supply in the future; our expected volumes for In Discussion Volumes; expectations regarding certain facilities becoming Operational; our expected ability to supply gas; expectations regarding growth of our facilities; the expectation that we will continue to take advantage of low LNG prices and develop our Fast LNG project for long-term LNG pricing; and ability to maintain our expected development timelines. and the Illustrative Total Segment Operating Margin Goals related to such growth. 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 development, construction or commissioning schedules will take longer than we expect, the risk that the volumes we are able to sell are less than we expect due to decreased customer demand or our inability to supply, the risk that our expectations about the price at which we purchase LNG, 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, the risk that we may not develop our Fast LNG project on the timeline we expect or at all, or that we do not receive the benefits we expect from the Fast LNG project, risks that our operating or other costs will increase and our expected funding of projects may not be possible, the risk that the foregoing or other factors negatively impact our liquidity, the risk that our organic and inorganic growth opportunities do not materialize due to our inability to reach commercial arrangements on terms that are acceptable to us or at all, the risk that organic and inorganic growth opportunities do not offer the Operating Margin that we expect due to higher costs of LNG, higher costs of infrastructure for inorganic growth, competitive pressures on our pricing, or other factors, and the risk that our investment and pilot projects in green hydrogen do not advance NFE’s transition to zero emissions on the timeline we expect 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:
Joshua Kane
(516) 268-7455
jkane@newfortressenergy.com

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


Exhibits – Financial Statements
 
Consolidated Statements of Operations
For the three months ended March 31, 2021 and June 30, 2021
(Unaudited, in thousands of U.S. dollars, except share and per share amounts)

   
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
 


Segment Operating Margin
(Unaudited, in thousands of U.S. dollars)

Performance of our two segments, Terminals and Infrastructure and Ships, is evaluated based on Segment Operating Margin. Segment Operating Margin reconciles to Operating Margin as reflected below, which is a non-GAAP measure. We define non-GAAP Operating Margin as GAAP net loss, adjusted for selling, general and administrative expense, transaction and integration costs, contract termination charges and loss on mitigation sales, depreciation and amortization, interest expense, other (income) expense, loss on extinguishment of debt, net, income from equity method investments and tax expense. Operating Margin is mathematically equivalent to Revenue minus Cost of sales minus Operations and maintenance minus Vessel operating expenses, each as reported in our financial statements.

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
)

⁽¹⁾ Terminals and Infrastructure includes the Company’s effective share of operating margin attributable to 50% ownership of CELSEPAR. The earnings attributable to the investment of $28,447 are reported in income (loss) from equity method investments on the condensed consolidated statements of operations.
⁽²⁾ Ships includes the Company’s effective share of operating margin attributable to 50% ownership of the Hilli Common Units. The earnings attributable to the investment of $10,494 are reported in income (loss) from equity method investments on the condensed consolidated statements of operations and comprehensive loss.
⁽³⁾ Eliminations reverse the inclusion of the effective share of operating margin attributable to 50% ownership of CELSEPAR and Hilli Common Units in our segment measure.

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
)


Condensed Consolidated Balance Sheets
As of June 30, 2021 and December 31, 2020
(Unaudited, in thousands of U.S. dollars, except share and per share amounts)

     
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
 


Condensed Consolidated Statements of Operations
For the three and six months ended June 30, 2021 and 2020
(Unaudited, in thousands of U.S. dollars, except share and per share amounts)


   
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
 


Condensed Consolidated Statements of Cash Flows
For the six months ended June 30, 2021 and 2020
(Unaudited, in thousands of U.S. dollars)

   
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
     
-