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): February 28, 2022
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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).
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.
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On February 28, 2022, New Fortress Energy Inc. (“NFE” or the “Company”) issued a press release announcing the Company’s financial and operating results
for its fiscal quarter and year ended December 31, 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.
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(d)
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Exhibits
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Exhibit
No.
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Description
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Press Release, dated February 28, 2022, issued by New Fortress Energy Inc.
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104
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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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.
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NEW FORTRESS ENERGY INC.
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March 1, 2022
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By:
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/s/ Christopher S. Guinta
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Name:
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Christopher S. Guinta
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Title:
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Chief Financial Officer
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Exhibit 99.1
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111 W 19th Street, 8th Floor
New York, NY 10011
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New Fortress Energy Announces Fourth Quarter 2021 Results and Declares Dividend of $0.10 per Class A Common Share
February 28, 2022
NEW YORK -- New Fortress Energy Inc. (NASDAQ: NFE) (“NFE” or the “Company”) today reported its financial results for the fourth quarter and full year 2021.
Financial results
| • |
NFE is pleased to report our highest quarterly and annual net income and EPS in our history
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| o |
Net income of over $151 million and EPS of $0.72 per share on a fully diluted basis for Q4 2021
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| o |
Net income of over $92 million and EPS of $0.47 per share on a fully diluted basis for the year ended December 31, 2021
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| • |
NFE is adopting Adjusted EBITDA as our new financial performance measure
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| o |
Adjusted EBITDA(4) increased almost 100% over the previous quarter to approximately $334 million in Q4 2021 from $170 million in Q3 2021
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| o |
Adjusted EBITDA was over $604 million for the year ended December 31, 2021
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Business update
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Robust LNG sales and power revenues produced record revenues in Q4 and FY 2021
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| • |
Signed 10 new commercial contracts in 2021 including:
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| o |
~30 TBtu, 15-year supply agreement replacing oil-based fuel at Norsk Hydro’s Alunorte alumina refinery with gas to be supplied from our Barcarena Terminal in Brazil
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| o |
Gas supply agreement with CFEnergia supplied from our La Paz, Mexico terminal for the fuel supply of two power plants in Baja California Sur, Mexico
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| • |
Elevated and volatile commodity market environment creates significant tailwinds for NFE’s business
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Our development projects in Nicaragua and Brazil are advancing on schedule
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| o |
Nicaragua power plant is fully complete and awaiting First Gas(2)
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| o |
Construction of the Barcarena offshore terminal, its associated pipeline and citygate are significantly advanced and the marine terminal at near physical completion
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| o |
Construction at our Santa Catarina Terminal is significantly advanced, with onshore and offshore pipeline laying already commenced, the FSRU approaching drydocking and the terminal projected to be ready for FSRU mooring in early Q2
2022
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| • |
NFE has signed a term sheet(5) with Transnet Port Terminals, a division of Transnet SOC Limited, for use of a marine berth for a large ship in Richards Bay, South Africa
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Fast LNG update
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Executed HOA for deployment of our first Fast LNG asset scheduled for Q2 2023 with Eni S.p.A.’s fully owned subsidiary, Eni Congo (“Eni”)(6)
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| o |
FLNG 1 will be deployed on Eni’s Marine 12 project offshore of The Republic of Congo; NFE will receive a combination of a tolling fee for the next 20 years plus the right to purchase 50% of the LNG created(6)
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We have taken FID(3) on our second Fast LNG unit, which is expected to be placed into service in Q3 2023
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This asset will utilize the same modularized liquefaction technology as our FLNG 1 asset and have a nameplate capacity of 1.4 mtpa
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NFE has also purchased two marine assets that can be used as the operational base for FLNG 2 and future FLNG assets
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LNG supply
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During 2021, NFE purchased over 0.75 mtpa of additional annual supply taking us to over 2.4 mtpa, which fully covers estimated downstream demand through 2026
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In addition, we are actively looking to add long-term volumes from US producers to best match long-term demand in high-growth markets
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Energy transition
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We are making significant progress in the development of our clean hydrogen business, NFE Zero Parks
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We are nearing FID(3) on our first NFE Zero Parks facility, a 100MW green hydrogen facility expected to be one of the largest of its kind in the United States
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We expect to capitalize NFE Zero Parks to fund development of a portfolio of clean hydrogen projects, our next step in building the world’s leading energy transition company
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Financing update
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Expanded access to capital to fund our developments
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Issuing up to $285 million of bonds in Jamaica, $160 million funded to date
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Expanding revolver capacity by up to $200 million
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Achieved a credit rating upgrade to BB-
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Exploring financing alternatives, including assets sales that will allow us to redeploy capital at significantly higher yields
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Our Board of Directors approved a dividend of $0.10 per share, with a record date of March 18, 2022 and a payment date of March 29, 2022
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Financial Highlights
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Three Months Ended
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Year Ended
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(in millions, except Average Volumes)
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September 30, 2021
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December 31, 2021
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December 31, 2021
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Revenues
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$
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304.7
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$
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648.6
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$
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1,322.8
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Net (loss) income
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$
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(17.8
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)
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$
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151.7
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$
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92.7
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Terminals and Infrastructure Segment Operating Margin(1)
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$
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115.7
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$
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278.4
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$
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481.2
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Ships Segment Operating Margin(1)
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$
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94.8
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$
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94.8
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$
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265.2
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Total Segment Operating Margin(1)
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$
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210.5
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$
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373.2
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$
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746.4
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Adjusted EBITDA(4)
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$
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169.9
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$
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334.0
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$
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604.6
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Average Volumes (k GPD)
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2,051
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2,881
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2,005
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| • |
Record quarterly revenue of over $648mm, increasing approximately $344mm from the third quarter; revenue for the year ended December 31, 2021 was over $1.3 billion
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Adjusted EBITDA(4) of approximately $334 million in Q4. Record quarterly Total Segment Operating Margin(1) of approximately $373 million, resulting from:
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Terminals and Infrastructure Segment Operating Margin increased due to the impact of increased natural gas pricing and LNG cargo sales
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Consistent contribution from Ships Segment Operating Margin from Q3 2021
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Annual Adjusted EBIDTA(4) of over $604 million and Annual Total Segment Operating Margin(1) of over $746 million
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| o |
Record Terminals and Infrastructure Segment Operating Margin(1) led by LNG cargo sales and the inclusion of the results of our investment in the Sergipe Power Plant acquired as part of the acquisition of Hygo Energy
Transition Limited (“Hygo”) in the second quarter of 2021
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Our Ships Segment, acquired in the acquisitions of Golar LNG Partners Limited (“GMLP”) and Hygo in the second quarter of 2021, contributed $265 million to Total Segment Operating Margin(1)
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Please refer to our Q4 2021 Investor Presentation (the “Presentation”) for further information about the following terms:
1) “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.
2) “First Gas” means the date on which (or, for future dates, management's current estimate of the date on which)
natural gas is first made available to our projects, including our facilities in development. Full commercial operations of such projects will occur later than, and may occur substantially later than, the First Gas date. We cannot assure you
if or when such projects will reach the date of delivery of First Gas, or full commercial operations. Actual results could differ materially from the illustration and there can be no assurance we will achieve our goal.
3) “FID” means management has made an internal commitment to commit resources (including capital) to a particular
project. Our management has not made an FID decision on certain projects as of the date of this press release, and there can be no assurance that we will be willing or able to make any such decision, based on a particular project’s time,
resource, capital and financing requirements.
4) “Adjusted EBITDA” see definition and reconciliation of this non-GAAP measure in the exhibits to this press release.
5) NFE’s term sheet with Transnet Port Terminals is subject to entering into definitive agreements.
6) NFE’s project with Eni is subject to entering into definitive agreements.
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, which is 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 Tuesday, March 1, 2022 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 Fourth 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 be available after 11:00 A.M. Eastern Time on March 1, 2022 through 11:00 A.M. Eastern Time on March 8, 2022 at (855) 859-2056
(from within the U.S.) or (404) 537-3406 (from outside of the U.S.), Passcode: 2763528.
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.
Certain statements contained in this press release constitute “forward-looking statements” including our expected volumes of LNG and our ability to supply LNG and
natural gas in the future, including under our definitive agreements, such as the agreements with Norsk Hydro and CFEnergia; current elevated and volatile commodity market environment creating significant tailwinds for NFE’s business; expected
First Gas date for our Nicaragua Power Plant; completion of construction and commissioning of our Nicaragua and Brazil projects; ability to maintain our expected development timelines; our ability to finalize and execute definitive agreements
in connection with our term sheet with Transnet Port Terminals; our ability to finalize and execute definitive agreements with Eni and to fulfill all of the conditions precedent to effectiveness under our HOA; expectations regarding our
benefits from our Fast LNG asset and ability to use our current assets for our Fast LNG project; expectations regarding our ability to place our Fast LNG asset into service within our expected timeline; our ability to match our LNG supply and
demand profile; our expected needs for LNG supply in the future; our ability to reach FID on our NFE Zero Parks facility; capitalization of NFE Zero Parks; and the implementation and success of our financing alternatives, including any asset
sales. 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 the volumes we are able to sell are less than we expect due to decreased customer demand or our inability to supply; our
ability to successfully benefit from current elevated and volatile commodity market environment; the risk that our development, construction or commissioning of our facilities will take longer than we expect; 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; cyclical or other changes in the demand for and price of LNG and natural gas; the risk that the foregoing or
other factors negatively impact our liquidity and our ability to capitalize our projects; and the risk that we may be unable to implement our financing strategy or to effectively leverage our assets. 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 and Media:
Brett Magill
bmagill@newfortressenergy.com
Brett Magill
bmagill@newfortressenergy.com
Exhibits – Financial Statements
Condensed Consolidated Statements of Operations
For the three months ended September 30, 2021 and December 31, 2021
(Unaudited, in thousands of U.S. dollars, except share and per share amounts)
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For the Three Months Ended
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||||||||
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September 30,
2021
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December 31,
2021
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Revenues
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Operating revenue
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$
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188,389
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$
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548,395
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||||
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Vessel charter revenue
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78,656
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87,592
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Other revenue
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37,611
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12,644
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Total revenues
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304,656
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648,631
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||||||
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Operating expenses
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Cost of sales
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135,432
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282,477
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Vessel operating expenses
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15,301
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20,976
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Operations and maintenance
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20,144
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18,356
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Selling, general and administrative
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46,802
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74,927
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Transaction and integration costs
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1,848
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2,107
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Depreciation and amortization
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31,194
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30,297
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Total operating expenses
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250,721
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429,140
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Operating income
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53,935
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219,491
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Interest expense
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57,595
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46,567
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Other (income), net
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(5,400
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)
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(3,692
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)
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Loss on extinguishment of debt, net
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-
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10,975
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Net income before loss from equity method investments and income taxes
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1,740
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165,641
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Loss from equity method investments
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(15,983
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)
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(8,515
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)
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Tax provision
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3,526
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5,403
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Net (loss) income
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(17,769
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)
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151,723
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|||||
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Net loss (income) attributable to non-controlling interest
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7,963
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(866
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)
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Net (loss) income attributable to stockholders
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$
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(9,806
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)
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$
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150,857
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Net (loss) income per share – basic
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$
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(0.05
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)
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$
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0.73
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Net (loss) income per share – diluted
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$
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(0.05
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)
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$
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0.72
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|||
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Weighted average number of shares outstanding – basic
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207,497,013
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207,479,963
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Weighted average number of shares outstanding – diluted
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207,497,013
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210,511,076
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||||||
Adjusted EBITDA
For the three months ended December 31, 2021
(Unaudited, in thousands of U.S. dollars)
Adjusted EBITDA 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 measure, as we have defined it, offers a useful
supplemental view of the overall operation of our business in evaluating the effectiveness of our ongoing operating performance in a manner that is consistent with metrics used for management’s evaluation of the Company’s overall performance and to
compensate employees. We believe that Adjusted EBITDA is widely used by investors to measure a company’s operating performance without regard to items such as interest expense, taxes, depreciation, and amortization which vary substantially from
company to company depending on capital structure, the method by which assets were acquired and depreciation policies. Further, we exclude certain items from our SG&A not otherwise indicative of ongoing operating performance.
We calculate Adjusted EBITDA as net income (loss), plus transaction and integration costs, contract
termination charges and loss on mitigations sales, depreciation and amortization, interest expense (net of interest income), other expense (income), net, loss on extinguishment of debt, changes in fair value of non-hedge derivative instruments and
contingent consideration, tax expense, and adjusting for certain items from our SG&A not otherwise indicative of ongoing operating performance, including non-cash share-based compensation and severance expense, non-capitalizable development
expenses, cost of exploring new business opportunities and expenses associated with changes to our corporate structure, plus our pro rata share of Adjusted EBITDA from unconsolidated entities, less the impact of equity in earnings (losses) of unconsolidated entities.
Adjusted EBITDA is mathematically equivalent to our Total Segment Operating Margin, as reported in the segment disclosures within our financial
statements, minus Core SG&A, including our pro rata share of such expenses of unconsolidated entities. Core SG&A is defined as total SG&A adjusted for non-cash share-based compensation and severance expense, non-capitalizable
development expenses, cost of exploring new business opportunities and expenses associated with changes to our corporate structure. Core SG&A excludes certain items from our SG&A not otherwise indicative of ongoing operating performance.
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. 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. Adjusted EBITDA does not have a standardized meaning, and different companies may use different Adjusted EBITDA definitions. Therefore, Adjusted EBITDA may not be necessarily comparable to similarly titled measures reported by other
companies. Moreover, our definition of Adjusted EBITDA may not necessarily be the same as those we use for purposes of establishing covenant compliance under our financing agreements or for other purposes. Adjusted EBITDA should not be construed as
alternatives to net income (loss) and diluted earnings (loss) per share attributable to New Fortress Energy, which are determined in accordance with GAAP.
The following table sets forth a reconciliation of net income (loss) to Adjusted EBITDA for the 3 months ended September 30, 2021 and December 31,
2021:
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Three Months
Ended
September 30, 2021
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Three Months
Ended December 31, 2021
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Year Ended
December 31, 2021
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||||||||||
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Total Segment Operating Margin per Form 10-K
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$
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210,478
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$
|
373,150
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$
|
746,430
|
||||||
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Less: Core SG&A (see definition above)
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38,496
|
38,003
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137,144
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|||||||||
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Less: Pro rata share Core SG&A from unconsolidated entities
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2,047
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1,110
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4,726
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|||||||||
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Adjusted EBITDA
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$
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169,935
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$
|
334,037
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$
|
604,560
|
||||||
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Net (loss) income
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$
|
(17,769
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)
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$
|
151,723
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$
|
92,711
|
|||||
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Add: Interest expense (net of interest income)
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57,595
|
46,567
|
154,324
|
|||||||||
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Add: Tax provision
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3,526
|
5,403
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12,461
|
|||||||||
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Add: Depreciation and amortization
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31,194
|
30,297
|
98,377
|
|||||||||
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Add: SG&A items excluded from Core SG&A (see definition above)
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8,306
|
36,894
|
62,737
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|||||||||
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Add: Transaction and integration costs
|
1,848
|
2,107
|
44,671
|
|||||||||
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Add: Other (income) net
|
(5,400
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)
|
(3,692
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)
|
(17,150
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)
|
||||||
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Add: Changes in fair value of non-hedge derivative instruments and contingent consideration
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2,316
|
472
|
2,788
|
|||||||||
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Add: Loss on extinguishment of debt, net
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-
|
10,975
|
10,975
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|||||||||
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Add: Pro rata share of Adjusted EBITDA from unconsolidated entities
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72,336
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44,746
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157,109
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|||||||||
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Less: Loss (income) from equity method investments
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15,983
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8,515
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(14,443
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)
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||||||||
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Adjusted EBITDA
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$
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169,935
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$
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334,007
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$
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604,560
|
||||||
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(1)
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Includes the Company’s effective share of Adjusted EBITDA of CELSEPAR of $52,179 and $24,173 for the three months ended September 30, 2021 and December 31, 2021, respectively, and the Company’s effective
share of the Adjusted EBITDA of Hilli LLC of $20,157 and $20,573 for the three months ended September 30, 2021 and December 31, 2021, respectively. Includes the Company’s effective share of Adjusted EBITDA of CELSEPAR of 99,512 for the
period after the acquisition of Hygo Energy Transition Ltd through December 31, 2021, and the Company’s effective share of the Adjusted EBITDA of Hilli LLC of $57,597 for the period after the acquisition of Golar LNG Partners Limited
through December 31, 2021.
|
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 income (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 December 31, 2021
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||||||||||||||||||||
|
(in thousands of $)
|
Infrastructure and
Terminals ⁽¹⁾
|
Ships ⁽²⁾
|
Total Segment
|
Consolidation and
Other ⁽³⁾
|
Consolidated
|
|||||||||||||||
|
Segment Operating Margin
|
$
|
278,354
|
$
|
94,796
|
$
|
373,150
|
$
|
(46,328
|
)
|
$
|
326,822
|
|||||||||
|
Less:
|
||||||||||||||||||||
|
Selling, general and administrative
|
74,927
|
|||||||||||||||||||
|
Transaction and integration costs
|
2,107
|
|||||||||||||||||||
|
Depreciation and amortization
|
30,297
|
|||||||||||||||||||
|
Interest expense
|
46,567
|
|||||||||||||||||||
|
Other (income), net
|
(3,692
|
)
|
||||||||||||||||||
|
Loss from extinguishment of debt
|
10,975
|
|||||||||||||||||||
|
Loss from equity method investments
|
8,515
|
|||||||||||||||||||
|
Tax provision
|
5,403
|
|||||||||||||||||||
|
Net income
|
151,723
|
|||||||||||||||||||
⁽¹⁾ Terminals and Infrastructure includes the Company's effective share of revenues, expenses and operating margin attributable to 50% ownership of
CELSEPAR. The losses attributable to the investment of $18,580 for the three months ended December 31, 2021 are reported in loss from equity method investments on the consolidated statements of operations and comprehensive income (loss). Terminals
and Infrastructure does not include the unrealized mark-to-market loss on derivative instruments of $472 for the three months ended December 31, 2021 reported in Cost of sales.
⁽²⁾ Ships includes the Company's effective share of revenues, expenses and operating margin attributable to 50% ownership of the Hilli Common Units.
The earnings attributable to the investment of $10,065 for the three months ended December 31, 2021 are reported in loss from equity method investments on the condensed consolidated statements of operations and comprehensive income (loss).
⁽³⁾ Consolidation and Other adjusts for the inclusion of the effective share of revenues, expenses and operating margin attributable to 50% ownership
of CELSEPAR and Hilli Common Units in our segment measure and exclusion of the unrealized mark-to-market gain or loss on derivative instruments.
|
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
|
)
|
||||||||||||||||||
|
Loss from equity method investments
|
15,983
|
|||||||||||||||||||
|
Tax provision
|
3,526
|
|||||||||||||||||||
|
Net loss
|
(17,769
|
)
|
||||||||||||||||||
⁽¹⁾Terminals and Infrastructure includes the Company's effective share of revenues, expenses and operating margin attributable to 50% ownership of
CELSEPAR. The losses attributable to the investment of $27,792 for the three months ended September 30, 2021 are reported in loss from equity method investments on the condensed consolidated statements of operations and comprehensive income
(loss). Terminals and Infrastructure does not include the unrealized mark-to-market loss on derivative instruments of $2,316 for the three months ended September 30, 2021 reported in Cost of sales.
⁽²⁾ Ships includes the Company's effective share of revenues, expenses and operating margin attributable to 50% ownership of the Hilli Common Units.
The earnings attributable to the investment of $11,809 for the three months ended September 30, 2021 are reported in loss from equity method investments on the condensed consolidated statements of operations and comprehensive income (loss).
⁽³⁾ Consolidation and Other adjusts for the inclusion of the effective share of revenues, expenses and operating margin attributable to 50% ownership
of CELSEPAR and Hilli Common Units in our segment measure and exclusion of the unrealized mark-to-market gain or loss on derivative instruments.
|
Year Ended December 31, 2021
|
||||||||||||||||||||
|
(in thousands of $)
|
Infrastructure and
Terminals ⁽¹⁾
|
Ships ⁽²⁾
|
Total Segment
|
Consolidation and
Other ⁽³⁾
|
Consolidated
|
|||||||||||||||
|
Segment Operating Margin
|
$
|
481,207
|
$
|
265,223
|
$
|
746,430
|
$
|
(164,623
|
)
|
$
|
581,807
|
|||||||||
|
Less:
|
||||||||||||||||||||
|
Selling, general and administrative
|
199,881
|
|||||||||||||||||||
|
Transaction and integration costs
|
44,671
|
|||||||||||||||||||
|
Depreciation and amortization
|
98,377
|
|||||||||||||||||||
|
Interest expense
|
154,324
|
|||||||||||||||||||
|
Other (income), net
|
(17,150
|
)
|
||||||||||||||||||
|
Loss from extinguishment of debt
|
10,975
|
|||||||||||||||||||
|
(Income) from equity method investments
|
(14,443
|
)
|
||||||||||||||||||
|
Tax provision
|
12,461
|
|||||||||||||||||||
|
Net income
|
92,711
|
|||||||||||||||||||
⁽¹⁾ Terminals and Infrastructure includes the Company's effective share of revenues, expenses and operating margin attributable to 50% ownership of
CELSEPAR. The losses attributable to the investment of $17,925 for the year ended December 31, 2021 are reported in income from equity method investments on the consolidated statements of operations and comprehensive income (loss). Terminals and
Infrastructure does not include the unrealized mark-to-market loss on derivative instruments of $2,788 for the year ended December 31, 2021 reported in Cost of sales.
⁽²⁾ Ships includes the Company's effective share of revenues, expenses and operating margin attributable to 50% ownership of the Hilli Common Units.
The earnings attributable to the investment of $32,368 for the year ended December 31, 2021 are reported in income from equity method investments on the condensed consolidated statements of operations and comprehensive income (loss).
⁽³⁾ Consolidation and Other adjusts for the inclusion of the effective share of revenues, expenses and operating margin attributable to 50% ownership
of CELSEPAR and Hilli Common Units in our segment measure and exclusion of the unrealized mark-to-market gain or loss on derivative instruments.
Condensed Consolidated Balance Sheets
As of December 31, 2021 and 2020
(Unaudited, in thousands of U.S. dollars, except share and per share amounts)
|
December 31, 2021
|
December 31, 2020
|
|||||||
|
Assets
|
||||||||
|
Current assets
|
||||||||
|
Cash and cash equivalents
|
$
|
187,509
|
$
|
601,522
|
||||
|
Restricted cash
|
68,561
|
12,814
|
||||||
|
Receivables, net of allowances of $164 and $98, respectively
|
208,499
|
76,544
|
||||||
|
Inventory
|
37,182
|
22,860
|
||||||
|
Prepaid expenses and other current assets, net
|
83,115
|
48,270
|
||||||
|
Total current assets
|
584,866
|
762,010
|
||||||
|
Restricted cash
|
7,960
|
15,000
|
||||||
|
Construction in progress
|
1,043,883
|
234,037
|
||||||
|
Property, plant and equipment, net
|
2,137,936
|
614,206
|
||||||
|
Equity method investments
|
1,182,013
|
-
|
||||||
|
Right-of-use assets
|
309,663
|
141,347
|
||||||
|
Intangible assets, net
|
142,944
|
46,102
|
||||||
|
Finance leases, net
|
602,675
|
7,044
|
||||||
|
Goodwill
|
760,135
|
-
|
||||||
|
Deferred tax assets, net
|
5,999
|
2,315
|
||||||
|
Other non-current assets, net
|
98,418
|
86,030
|
||||||
|
Total assets
|
$
|
6,876,492
|
$
|
1,908,091
|
||||
|
Liabilities
|
||||||||
|
Current liabilities
|
||||||||
|
Current portion of long-term debt
|
$
|
97,251
|
$
|
-
|
||||
|
Accounts payable
|
68,085
|
21,331
|
||||||
|
Accrued liabilities
|
244,025
|
90,352
|
||||||
|
Current lease liabilities
|
47,114
|
35,481
|
||||||
|
Other current liabilities
|
106,036
|
43,986
|
||||||
|
Total current liabilities
|
562,511
|
191,150
|
||||||
|
Long-term debt
|
3,757,879
|
1,239,561
|
||||||
|
Non-current lease liabilities
|
234,060
|
84,323
|
||||||
|
Deferred tax liabilities, net
|
269,513
|
2,330
|
||||||
|
Other long-term liabilities
|
58,475
|
15,641
|
||||||
|
Total liabilities
|
4,882,438
|
1,533,005
|
||||||
|
Commitments and contingencies (Note 20)
|
||||||||
|
Stockholders’ equity
|
||||||||
|
Class A common stock, $0.01 par value, 750.0 million shares authorized, 206.9 million issued and outstanding as of December 31, 2021; 174.6 million issued and
outstanding as of December 31, 2020
|
2,069
|
1,746
|
||||||
|
Additional paid-in capital
|
1,923,990
|
594,534
|
||||||
|
Accumulated deficit
|
(132,399
|
)
|
(229,503
|
)
|
||||
|
Accumulated other comprehensive (loss) income
|
(2,085
|
)
|
182
|
|||||
|
Total stockholders' equity attributable to NFE
|
1,791,575
|
366,959
|
||||||
|
Non-controlling interest
|
202,479
|
8,127
|
||||||
|
Total stockholders' equity
|
1,994,054
|
375,086
|
||||||
|
Total liabilities and stockholders' equity
|
$
|
6,876,492
|
$
|
1,908,091
|
||||
Condensed Consolidated Statements of Operations
For the years ended December 31, 2021, 2020 and 2019
(Unaudited, in thousands of U.S. dollars, except share and per share amounts)
|
Year Ended December 31,
|
||||||||||||
|
2021
|
2020
|
2019
|
||||||||||
|
Revenues
|
||||||||||||
|
Operating revenue
|
$
|
930,816
|
$
|
318,311
|
$
|
145,500
|
||||||
|
Vessel charter revenue
|
230,809
|
-
|
-
|
|||||||||
|
Other revenue
|
161,185
|
133,339
|
43,625
|
|||||||||
|
Total revenues
|
1,322,810
|
451,650
|
189,125
|
|||||||||
|
Operating expenses
|
||||||||||||
|
Cost of sales
|
616,010
|
278,767
|
183,359
|
|||||||||
|
Vessel operating expenses
|
51,677
|
-
|
-
|
|||||||||
|
Operations and maintenance
|
73,316
|
47,581
|
26,899
|
|||||||||
|
Selling, general and administrative
|
199,881
|
120,142
|
152,922
|
|||||||||
|
Transaction and integration costs
|
44,671
|
4,028 |
-
|
|||||||||
|
Contract termination charges and loss on mitigation sales
|
-
|
124,114
|
5,280
|
|||||||||
|
Depreciation and amortization
|
98,377
|
32,376
|
7,940
|
|||||||||
|
Total operating expenses
|
1,083,932
|
607,008
|
376,400
|
|||||||||
|
Operating income (loss)
|
238,878
|
(155,358
|
)
|
(187,275
|
)
|
|||||||
|
Interest expense
|
154,324
|
65,723
|
19,412
|
|||||||||
|
Other (income) expense, net
|
(17,150
|
)
|
5,005
|
(2,807
|
)
|
|||||||
|
Loss on extinguishment of debt
|
10,975
|
33,062
|
-
|
|||||||||
|
Net income (loss) before income from equity method investments and income taxes
|
90,729
|
(259,148
|
)
|
(203,880
|
)
|
|||||||
|
Income from equity method investments
|
14,443
|
-
|
-
|
|||||||||
|
Tax provision
|
12,461
|
4,817
|
439
|
|||||||||
|
Net income (loss)
|
92,711
|
(263,965
|
)
|
(204,319
|
)
|
|||||||
|
Net loss attributable to non-controlling interest
|
4,393
|
81,818
|
170,510
|
|||||||||
|
Net income (loss) attributable to stockholders
|
$
|
97,104
|
$
|
(182,147
|
)
|
$
|
(33,809
|
)
|
||||
|
Net income (loss) per share – basic
|
$
|
0.49
|
$
|
(1.71
|
)
|
$
|
(1.62
|
)
|
||||
|
Net income (loss) per share – diluted
|
$
|
0.47
|
$
|
(1.71
|
)
|
$
|
(1.62
|
)
|
||||
|
Weighted average number of shares outstanding – basic
|
198,593,042
|
106,654,918
|
20,862,555
|
|||||||||
|
Weighted average number of shares outstanding – diluted
|
201,703,176
|
106,654,918
|
20,862,555
|
|||||||||
|
Other comprehensive income (loss):
|
||||||||||||
|
Net income (loss)
|
$
|
92,711
|
$
|
(263,965
|
)
|
$
|
(204,319
|
)
|
||||
|
Currency translation adjustment
|
3,489
|
(2,005
|
)
|
219
|
||||||||
|
Comprehensive income (loss)
|
89,222
|
(261,960
|
)
|
(204,538
|
)
|
|||||||
|
Comprehensive loss attributable to non-controlling interest
|
5,615
|
80,025
|
170,699
|
|||||||||
|
Comprehensive income (loss) attributable to stockholders
|
$
|
94,837
|
$
|
(181,935
|
)
|
$
|
(33,839
|
)
|
||||
Condensed Consolidated Statements of Cash Flows
For the years ended December 31, 2021, 2020 and 2019
(Unaudited, in thousands of U.S. dollars)
|
|
Year Ended December 31,
|
|||||||||||
|
2021
|
2020
|
2019
|
||||||||||
|
Cash flows from operating activities
|
||||||||||||
|
Net income (loss)
|
$
|
92,711
|
$
|
(263,965
|
)
|
$
|
(204,319
|
)
|
||||
|
Adjustments for:
|
||||||||||||
|
Amortization of deferred financing costs and debt guarantee, net
|
14,116
|
10,519
|
5,873
|
|||||||||
|
Depreciation and amortization
|
99,544
|
33,303
|
8,641
|
|||||||||
|
(Earnings) of equity method investees
|
(14,443
|
)
|
-
|
-
|
||||||||
|
Dividends received from equity method investees
|
21,365
|
-
|
-
|
|||||||||
|
Sales-type lease payments received in excess of interest income
|
2,348
|
-
|
-
|
|||||||||
|
Change in market value of derivatives
|
(8,691
|
)
|
-
|
-
|
||||||||
|
Contract termination charges and loss on mitigation sales
|
-
|
19,114
|
2,622
|
|||||||||
|
Loss on extinguishment and financing expenses
|
10,975
|
37,090
|
-
|
|||||||||
|
Deferred taxes
|
(8,825
|
)
|
2,754
|
392
|
||||||||
|
Change in value of Investment of equity securities
|
(8,254
|
)
|
-
|
-
|
||||||||
|
Share-based compensation
|
37,043
|
8,743
|
41,205
|
|||||||||
|
Other
|
(5,271
|
)
|
4,341
|
1,247
|
||||||||
|
Changes in operating assets and liabilities, net of acquisitions:
|
||||||||||||
|
(Increase) in receivables
|
(123,583
|
)
|
(26,795
|
)
|
(19,754
|
)
|
||||||
|
(Increase) Decrease in inventories
|
(11,152
|
)
|
23,230
|
(50,345
|
)
|
|||||||
|
(Increase) in other assets
|
(1,839
|
)
|
(35,927
|
)
|
(39,344
|
)
|
||||||
|
Decrease in right-of-use assets
|
28,576
|
41,452
|
-
|
|||||||||
|
Increase in accounts payable/accrued liabilities
|
17,527
|
55,514
|
3,036
|
|||||||||
|
Increase (Decrease) in amounts due to affiliates
|
108
|
(1,272
|
)
|
5,771
|
||||||||
|
(Decrease) in lease liabilities
|
(36,126
|
)
|
(42,094
|
)
|
-
|
|||||||
|
(Decrease) Increase in other liabilities
|
(21,359
|
)
|
8,427
|
10,714
|
||||||||
|
Net cash provided by (used in) operating activities
|
84,770
|
(125,566
|
)
|
(234,261
|
)
|
|||||||
|
Cash flows from investing activities
|
||||||||||||
|
Capital expenditures
|
(669,348
|
)
|
(156,995
|
)
|
(377,051
|
)
|
||||||
|
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
|
(9,354
|
)
|
(636
|
)
|
887
|
|||||||
|
Net cash used in investing activities
|
(2,273,561
|
)
|
(157,631
|
)
|
(376,164
|
)
|
||||||
|
Cash flows from financing activities
|
||||||||||||
|
Proceeds from borrowings of debt
|
2,434,650
|
2,095,269
|
347,856
|
|||||||||
|
Payment of deferred financing costs
|
(37,811
|
)
|
(36,499
|
)
|
(8,259
|
)
|
||||||
|
Repayment of debt
|
(461,015
|
)
|
(1,490,002
|
)
|
(5,000
|
)
|
||||||
|
Proceeds from IPO
|
-
|
-
|
274,948
|
|||||||||
|
Proceeds from issuance of Class A common stock
|
-
|
291,992
|
-
|
|||||||||
|
Payments related to tax withholdings for share-based compensation
|
(30,124
|
)
|
(6,413
|
)
|
-
|
|||||||
|
Payment of dividends
|
(88,756
|
)
|
(33,742
|
)
|
-
|
|||||||
|
Payment of stock issuance costs
|
-
|
(1,107
|
)
|
(6,938
|
)
|
|||||||
|
Net cash provided by financing activities
|
1,816,944
|
819,498
|
602,607
|
|||||||||
|
Impact of changes in foreign exchange rates on cash and cash equivalents
|
6,541
|
-
|
-
|
|||||||||
|
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(365,306
|
)
|
536,301
|
(7,818
|
)
|
|||||||
|
Cash, cash equivalents and restricted cash – beginning of period
|
629,336
|
93,035
|
100,853
|
|||||||||
|
Cash, cash equivalents and restricted cash – end of period
|
$
|
264,030
|
$
|
629,336
|
$
|
93,035
|
||||||
|
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
|
$
|
108,790
|
$
|
(12,786
|
)
|
$
|
(48,150
|
)
|
||||
|
Liabilities associated with consideration paid for entities acquired in asset acquisitions
|
10,520
|
-
|
-
|
|||||||||
|
Consideration paid in shares for business combinations
|
1,400,784
|
-
|
-
|
|||||||||
|
Cash paid for interest, net of capitalized interest
|
154,249
|
27,255
|
6,765
|
|||||||||
|
Cash paid for taxes
|
17,319
|
58
|
28
|
|||||||||