|
|
|
(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 November 2, 2021, issued by New Fortress Energy Inc.
|
||
104
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
|
NEW FORTRESS ENERGY INC.
|
||
November 3, 2021
|
By:
|
/s/ Christopher S. Guinta
|
Name:
|
Christopher S. Guinta
|
|
Title:
|
Chief Financial Officer
|
|
111 W 19th Street, 8th Floor
New York, NY 10011
|
• |
Record Total Segment Operating Margin(1) in Q3 of approximately $210 million, beating Illustrative Total Segment Operating Margin Goal(2) of $208 million
|
• |
Illustrative Total Segment Operating Margin Goal for the 2nd half of 2021 expected to be $585 million, an increase of over 50% from the Illustrative Total
Segment Operating Margin Goal set in July
|
• |
FY 2022 Illustrative Total Segment Operating Margin Goal is on track for over $1.1 billion with significant earnings growth as Brazil, Ireland and Fast LNG come Online(3)
|
• |
Continued energy shortages in Brazil have led to emergency power measures, including an auction in the South and Southeast region which took place in October:
|
o |
1.2 GW of new power projects were awarded in the October auction with an average variable power price of $0.14 / kWh
|
o |
NFE positioned to supply LNG through the Santa Catarina terminal to over 400MW (>900k GPD of LNG forecasted) of new power plants
|
o |
Supply period will be Q2 2022 through end of 2025
|
• |
NFE and Norsk Hydro executed definitive commercial terms for a 15-year LNG supply agreement utilizing NFE’s Barcarena LNG terminal
|
o |
~1.0m GPD to supply the Alunorte alumina refinery (co-located with the Barcarena terminal) starting Q1 2023
|
• |
NFE continues to make great progress on our first Fast LNG assets, which we intend to deploy through two distinct business lines:
|
o |
Tolling agreements with high credit quality counterparties to lock in stable cash flows similar to our current FLNG asset, the Hilli
|
o |
Merchant production where we maximize flexibility by supplying through our owned infrastructure or into the spot market at more profitable rates
|
• |
In Nicaragua, we are completing terminal and power plant construction in Q4 2021, and we expect to begin commissioning of our power plant in Q1 2022
|
• |
Our La Paz terminal in Baja California Sur, Mexico is fully Operational(3)
|
o |
CFEnegia power plant is fully commissioned on natural gas
|
o |
NFE power plant will begin commissioning in Q4 2021
|
• |
Our development projects in Barcarena and Santa Catarina are advancing on schedule
|
o |
Signed EPC contracts, obtained all material permits and commenced construction
|
• |
Nearing FID(4) on first blue ammonia facility which will include the capture of up to 99% of CO2 emitted
|
o |
Targeting an acquisition of a key site on the U.S. Gulf Coast in the fourth quarter, with permitting, EPC contract and financing completed in Q1 2022
|
o |
First facility targeted to be operational within 20 to 24 months from FID
|
• |
Expect our Clean Fuels business to benefit from proposed Build Back Better legislation
|
• |
We closed a ship financing facility at pricing of LIBOR + 300bps with initial proceeds of $425mm; ability to increase this facility by approximately $300mm
|
• |
Our Board of Directors approved a dividend of $0.10 per share, with a record date of December 7, 2021 and a payment date of December 17, 2021
|
For the Three Months Ended,
|
||||||||
(in millions, except Average Volumes)
|
June 30,
2021
|
September 30,
2021
|
||||||
Revenues
|
$
|
223.8
|
$
|
304.7
|
||||
Net Loss
|
$
|
(1.7
|
)
|
$
|
(17.8
|
)
|
||
Terminals and Infrastructure Segment Operating Margin
|
$
|
54.4
|
$
|
115.7
|
||||
Ships Segment Operating Margin(1)
|
$
|
75.6
|
$
|
94.8
|
||||
Total Segment Operating Margin(1)
|
$
|
130.0
|
$
|
210.5
|
||||
Average Volumes (k GPD)
|
1,496
|
1,764
|
• |
Record quarterly revenue of over $300mm, increasing approximately $81mm from the second quarter
|
• |
Record Total Segment Operating Margin in Q3 of approximately $210.5 million, resulting from:
|
o |
Terminals and Infrastructure Segment Operating Margin increased from cargo sales, emergency dispatch at the Sergipe Power Plant and the impact of increased natural gas pricing
|
o |
Ships Segment Operating Margin includes a full quarter of contribution from FSRUs and LNG carriers that are leased to customers under long-term or spot arrangements as well as a full quarter of our effective share of the revenue and
costs of the Hilli
|
For the Three Months Ended
|
||||||||
June 30,
2021
|
September 30,
2021
|
|||||||
Revenues
|
||||||||
Operating revenue
|
$
|
102,836
|
$
|
188,389
|
||||
Vessel charter revenue
|
64,561
|
78,656
|
||||||
Other revenue
|
56,442
|
37,611
|
||||||
Total revenues
|
223,839
|
304,656
|
||||||
Operating expenses
|
||||||||
Cost of sales
|
101,430
|
135,432
|
||||||
Vessel operating expenses
|
15,400
|
15,301
|
||||||
Operations and maintenance
|
18,565
|
20,144
|
||||||
Selling, general and administrative
|
44,536
|
46,802
|
||||||
Transaction and integration costs
|
29,152
|
1,848
|
||||||
Depreciation and amortization
|
26,997
|
31,194
|
||||||
Total operating expenses
|
236,080
|
250,721
|
||||||
Operating (loss) income
|
(12,241
|
)
|
53,935
|
|||||
Interest expense
|
31,482
|
57,595
|
||||||
Other (income), net
|
(7,457
|
)
|
(5,400
|
)
|
||||
Net (loss) income before income from equity method investments and income taxes
|
(36,266
|
)
|
1,740
|
|||||
Income (loss) from equity method investments
|
38,941
|
(15,983
|
)
|
|||||
Tax provision
|
4,409
|
3,526
|
||||||
Net loss
|
(1,734
|
)
|
(17,769
|
)
|
||||
Net (income) loss attributable to non-controlling interest
|
(4,310
|
)
|
7,963
|
|||||
Net loss attributable to stockholders
|
$
|
(6,044
|
)
|
$
|
(9,806
|
)
|
||
Net loss per share – basic and diluted
|
$
|
(0.03
|
)
|
$
|
(0.05
|
)
|
||
Weighted average number of shares outstanding – basic and diluted
|
202,331,304
|
207,497,013
|
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 Consolidated Segment Operating
Margin as reflected below, which is a non-GAAP measure. We define Consolidated Segment 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. Consolidated Segment 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 September 30, 2021
|
||||||||||||||||||||
(in thousands of $)
|
Infrastructure and
Terminals (1)
|
Ships (2)
|
Total Segment
|
Consolidation and
Other (3)
|
Consolidated
|
|||||||||||||||
Segment Operating Margin
|
$
|
115,638
|
$
|
94,840
|
$
|
210,478
|
$
|
(76,699
|
)
|
$
|
133,779
|
|||||||||
Less:
|
||||||||||||||||||||
Selling, general and administrative
|
46,802
|
|||||||||||||||||||
Transaction and integration costs
|
1,848
|
|||||||||||||||||||
Depreciation and amortization
|
31,194
|
|||||||||||||||||||
Interest expense
|
57,595
|
|||||||||||||||||||
Other (income), net
|
(5,400
|
)
|
||||||||||||||||||
Tax provision
|
3,526
|
|||||||||||||||||||
Loss from equity method investments
|
15,983
|
|||||||||||||||||||
Net loss
|
(17,769
|
)
|
Three Months Ended June 30, 2021
|
||||||||||||||||||||
(in thousands of $)
|
Infrastructure and
Terminals
|
Ships
|
Total Segment
|
Consolidation and
Other (3)
|
Consolidated
|
|||||||||||||||
Segment 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
|
)
|
September 30,
2021
|
December 31,
2020
|
|||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$
|
224,383
|
$
|
601,522
|
||||
Restricted cash
|
72,338
|
12,814
|
||||||
Receivables, net of allowances of $130 and $98, respectively
|
161,008
|
76,544
|
||||||
Inventory
|
82,390
|
22,860
|
||||||
Prepaid expenses and other current assets, net
|
75,602
|
48,270
|
||||||
Total current assets
|
615,721
|
762,010
|
||||||
|
||||||||
Restricted cash
|
37,879
|
15,000
|
||||||
Construction in progress
|
973,880
|
234,037
|
||||||
Property, plant and equipment, net
|
2,025,688
|
614,206
|
||||||
Equity method investments
|
1,227,991
|
-
|
||||||
Right-of-use assets
|
145,941
|
141,347
|
||||||
Intangible assets, net
|
166,964
|
46,102
|
||||||
Finance leases, net
|
603,662
|
7,044
|
||||||
Goodwill
|
740,132
|
-
|
||||||
Deferred tax assets, net
|
6,087
|
2,315
|
||||||
Other non-current assets, net
|
121,142
|
86,030
|
||||||
Total assets
|
$
|
6,665,087
|
$
|
1,908,091
|
||||
Liabilities
|
||||||||
Current liabilities
|
||||||||
Current portion of long-term debt
|
$
|
249,752
|
$
|
-
|
||||
Accounts payable
|
210,259
|
21,331
|
||||||
Accrued liabilities
|
159,304
|
90,352
|
||||||
Current lease liabilities
|
32,009
|
35,481
|
||||||
Due to affiliates
|
6,910
|
8,980
|
||||||
Other current liabilities
|
109,662
|
35,006
|
||||||
Total current liabilities
|
767,896
|
191,150
|
||||||
|
||||||||
Long-term debt
|
3,597,659
|
1,239,561
|
||||||
Non-current lease liabilities
|
93,321
|
84,323
|
||||||
Deferred tax liabilities, net
|
284,176
|
2,330
|
||||||
Other long-term liabilities
|
37,885
|
15,641
|
||||||
Total liabilities
|
4,780,937
|
1,533,005
|
||||||
Commitments and contingencies
|
||||||||
Stockholders’ equity
|
||||||||
Class A common stock, $0.01 par value, 750.0 million shares authorized, 206.9 million issued and outstanding as of September 30, 2021; 174.6 million
issued and outstanding as of December 31, 2020
|
2,069
|
1,746
|
||||||
Additional paid-in capital
|
1,912,643
|
594,534
|
||||||
Accumulated deficit
|
(283,256
|
)
|
(229,503
|
)
|
||||
Accumulated other comprehensive income
|
24,625 |
182
|
||||||
Total stockholders' equity attributable to NFE
|
1,656,081 |
366,959
|
||||||
Non-controlling interest
|
228,069
|
8,127
|
||||||
Total stockholders' equity
|
1,884,150
|
375,086
|
||||||
Total liabilities and stockholders' equity
|
$
|
6,665,087
|
$
|
1,908,091
|
Three months ended September 30,
|
Nine months ended September 30,
|
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Revenues
|
||||||||||||||||
Operating revenue
|
$
|
188,389
|
$
|
83,863
|
$
|
382,421
|
$
|
223,542
|
||||||||
Vessel charter revenue
|
78,656
|
-
|
143,217
|
-
|
||||||||||||
Other revenue
|
37,611
|
52,995
|
148,541
|
82,412
|
||||||||||||
Total revenues
|
304,656
|
136,858
|
674,179
|
305,954
|
||||||||||||
Operating expenses
|
||||||||||||||||
Cost of sales
|
135,432
|
71,665
|
333,533
|
209,780
|
||||||||||||
Vessel operating expenses
|
15,301
|
-
|
30,701
|
-
|
||||||||||||
Operations and maintenance
|
20,144
|
13,802
|
54,960
|
31,785
|
||||||||||||
Selling, general and administrative
|
46,802
|
26,821
|
124,954
|
87,273
|
||||||||||||
Transaction and integration costs
|
1,848
|
4,028
|
42,564
|
4,028
|
||||||||||||
Contract termination charges and loss on mitigation sales
|
-
|
-
|
-
|
124,114
|
||||||||||||
Depreciation and amortization
|
31,194
|
9,489
|
68,080
|
22,363
|
||||||||||||
Total operating expenses
|
250,721
|
125,805
|
654,792
|
479,343
|
||||||||||||
Operating income (loss)
|
53,935
|
11,053
|
19,387
|
(173,389
|
)
|
|||||||||||
Interest expense
|
57,595
|
19,813
|
107,757
|
50,901
|
||||||||||||
Other (income) expense, net
|
(5,400
|
)
|
2,569
|
(13,458
|
)
|
4,179
|
||||||||||
Loss on extinguishment of debt, net
|
-
|
23,505
|
-
|
33,062
|
||||||||||||
Net income (loss) before income from equity method investments and income taxes
|
1,740
|
(34,834
|
)
|
(74,912
|
)
|
(261,531
|
)
|
|||||||||
(Loss) income from equity method investments
|
(15,983
|
)
|
-
|
22,958
|
-
|
|||||||||||
Tax provision
|
3,526
|
1,836
|
7,058
|
1,949
|
||||||||||||
Net loss
|
(17,769
|
)
|
(36,670
|
)
|
(59,012
|
)
|
(263,480
|
)
|
||||||||
Net loss attributable to non-controlling interest
|
7,963
|
312
|
5,259
|
81,163
|
||||||||||||
Net loss attributable to stockholders
|
$
|
(9,806
|
)
|
$
|
(36,358
|
)
|
$
|
(53,753
|
)
|
$
|
(182,317
|
)
|
||||
Net loss per share – basic and diluted
|
$
|
(0.05
|
)
|
$
|
(0.21
|
)
|
$
|
(0.27
|
)
|
$
|
(2.14
|
)
|
||||
Weighted average number of shares outstanding – basic and diluted
|
207,497,013
|
170,074,532
|
195,626,564
|
85,009,385
|
Nine Months Ended September 30,
|
||||||||
2021
|
2020
|
|||||||
Cash flows from operating activities
|
||||||||
Net loss
|
$
|
(59,012
|
)
|
$
|
(263,480
|
)
|
||
Adjustments for:
|
||||||||
Amortization of deferred financing costs and debt guarantees, net
|
9,503
|
9,949
|
||||||
Depreciation and amortization
|
68,971
|
23,025
|
||||||
(Earnings) losses of equity method investees
|
(22,958
|
)
|
-
|
|||||
Dividends received from equity method investees
|
14,259
|
-
|
||||||
Sales-type lease payments received in excess of interest income
|
1,458
|
-
|
||||||
Change in market value of derivatives
|
(4,955
|
)
|
-
|
|||||
Contract termination charges and loss on mitigation sales
|
-
|
71,510
|
||||||
Loss on extinguishment and financing expenses
|
-
|
37,090
|
||||||
Deferred taxes
|
(4,280
|
)
|
388
|
|||||
Change in value of Investment of equity securities
|
(7,265
|
)
|
2,376
|
|||||
Share-based compensation
|
4,945
|
6,501
|
||||||
Other
|
72
|
1,895
|
||||||
Changes in operating assets and liabilities, net of acquisitions:
|
||||||||
(Increase) in receivables
|
(75,633
|
)
|
(43,307
|
)
|
||||
(Increase) Decrease in inventories
|
(56,172
|
)
|
26,691
|
|||||
Decrease (Increase) in other assets
|
25,500
|
(16,526
|
)
|
|||||
Decrease in right-of-use assets
|
3,149
|
31,910
|
||||||
(Decrease) Increase in accounts payable/accrued liabilities
|
(2,530
|
) |
23,982
|
|||||
(Decrease) in amounts due to affiliates
|
(2,070
|
)
|
(1,033
|
)
|
||||
(Decrease) in lease liabilities
|
(2,510
|
)
|
(30,930
|
)
|
||||
(Decrease) Increase in other liabilities
|
(30,159
|
)
|
4,249
|
|||||
Net cash (used in) operating activities
|
(139,687
|
)
|
(115,710
|
)
|
||||
Cash flows from investing activities
|
||||||||
Capital expenditures
|
(430,549
|
)
|
(115,841
|
)
|
||||
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
|
(5,750
|
)
|
137
|
|||||
Net cash (used in) investing activities
|
(2,031,158
|
)
|
(115,704
|
)
|
||||
Cash flows from financing activities
|
||||||||
Proceeds from borrowings of debt
|
2,234,650
|
1,832,144
|
||||||
Payment of deferred financing costs
|
(35,846
|
)
|
(27,099
|
)
|
||||
Repayment of debt
|
(229,887
|
)
|
(1,490,002
|
)
|
||||
Payments related to tax withholdings for share-based compensation
|
(29,717
|
)
|
(6,356
|
)
|
||||
Payment of dividends
|
(65,051
|
)
|
(16,871
|
)
|
||||
Net cash provided by financing activities
|
1,874,149
|
291,816
|
||||||
Impact of changes in foreign exchange rates on cash and cash equivalents
|
1,960
|
-
|
||||||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(294,736
|
)
|
60,402
|
|||||
Cash, cash equivalents and restricted cash – beginning of period
|
629,336
|
93,035
|
||||||
Cash, cash equivalents and restricted cash – end of period
|
$
|
334,600
|
$
|
153,437
|
||||
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
|
$
|
187,295
|
$
|
(4,682
|
)
|
|||
Liabilities associated with consideration paid for entities acquired in asset acquisitions
|
9,959
|
-
|
||||||
Consideration paid in shares for business combinations
|
1,400,784
|
-
|