Delaware
|
001-38790
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83-1482060
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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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111 W. 19th Street, 8th Floor
New York, NY
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10011
|
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(Address of Principal Executive Offices)
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(Zip Code)
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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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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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Class A shares, representing limited liability company interests
|
“NFE”
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NASDAQ Global Select Market
|
☒
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Emerging growth company
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Item 2.02. |
Results of Operations and Financial Condition.
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Item 9.01. |
Financial Statements and Exhibits.
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(d)
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Exhibits
|
Exhibit
No.
|
Description
|
|
Press Release, dated May 15, 2019, issued by New Fortress Energy LLC
|
NEW FORTRESS ENERGY LLC
|
||
May 15, 2019
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By:
|
/s/ Christopher S. Guinta
|
Name:
|
Christopher S. Guinta
|
|
Title:
|
Chief Financial Officer
|
• |
Commercial
|
o |
Total Committed volumes of 2.5mm gallons per day (“GPD”) as of Q1 2019, an increase from 960k GPD in Q1 2018(1)
|
o |
Total In Discussion volumes of 14.4mm GPD as of Q1 2019, an increase from 950k GPD in Q1 2018(2)
|
• |
Development
|
o |
NFE had 14 projects under development with total remaining project cost of ~$356mm, as of Q1 2019(3),(4)
|
o |
Construction of the Old Harbour terminal in Jamaica is complete and first gas was delivered in March, with full ramp expected during Q2 2019(5)
|
o |
NFE held a groundbreaking ceremony for the micro fuel handling facility in San Juan, Puerto Rico in March
|
• |
Financial
|
o |
Cash on hand, including restricted cash, as of March 31, 2019 was $417mm which, combined with expected cash flows from operations, is expected to fully fund all
downstream Committed project costs(6)
|
o |
During Q1 2019, NFE drew down the remaining available balance of our credit facility resulting in total debt outstanding at the end of the quarter of $499mm, excluding
deferred financing costs
|
• |
Revenue for Q1 2019 increased vs. Q1 2018 due to added volumes sold through our Montego Bay facility to the Bogue power plant, as well as new commercial and industrial
consumer contracts coming online(7)
|
• |
Cost of goods sold was higher due to LNG costs associated with a spot market cargo purchase that was largely consumed during Q1 2019
|
• |
Operation and Maintenance cost was higher during Q1 2019 due to a non-cash charge incurred associated with straight-lining our FSRU bareboat charter
|
• |
SG&A for Q1 2019 was higher than Q1 2018 largely due to increased costs associated with headcount, new customer screening, transaction costs, and professional fees,
as well as non-cash compensation expense
|
(in millions, except Average Volumes)
|
Q1 2018
|
Q1 2019
|
||||||
Revenues
|
$
|
25.7
|
$
|
30.0
|
||||
Net Income/(Loss)
|
$
|
(10.9
|
)
|
$
|
(60.3
|
)
|
||
Operating Margin*
|
$
|
3.1
|
$
|
(7.9
|
)
|
|||
Average Volumes (k GPD)
|
282
|
320
|
||||||
*Operating Margin is a Non-GAAP financial measure. For definitions and reconciliations of Non-GAAP Results, please refer to the exhibit
to this press release.
|
March 31,
2019
|
December 31,
2018
|
|||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$
|
359,450
|
$
|
78,301
|
||||
Restricted cash
|
30
|
30
|
||||||
Receivables, net of allowances of $727 and $257, respectively
|
31,647
|
28,530
|
||||||
Finance leases, net
|
993
|
943
|
||||||
Inventory
|
27,002
|
15,959
|
||||||
Prepaid expenses and other current assets
|
12,380
|
30,017
|
||||||
Total current assets
|
431,502
|
153,780
|
||||||
Investment in equity securities
|
4,552
|
3,656
|
||||||
Restricted cash
|
57,521
|
22,522
|
||||||
Construction in progress
|
343,963
|
254,700
|
||||||
Property, plant and equipment, net
|
102,012
|
94,040
|
||||||
Finance leases, net
|
91,910
|
92,207
|
||||||
Deferred tax asset, net
|
78
|
185
|
||||||
Intangibles, net
|
42,297
|
43,057
|
||||||
Other non-current assets
|
42,784
|
35,255
|
||||||
Total assets
|
$
|
1,116,619
|
$
|
699,402
|
||||
Liabilities
|
||||||||
Current liabilities
|
||||||||
Term loan facility
|
$
|
488,331
|
$
|
272,192
|
||||
Accounts payable
|
28,223
|
43,177
|
||||||
Accrued liabilities
|
53,921
|
67,512
|
||||||
Due to affiliates
|
7,598
|
4,481
|
||||||
Other current liabilities
|
16,672
|
17,393
|
||||||
Total current liabilities
|
594,745
|
404,755
|
||||||
Deferred tax liability, net
|
94
|
-
|
||||||
Other long-term liabilities
|
12,378
|
12,000
|
||||||
Total liabilities
|
607,217
|
416,755
|
||||||
Commitments and contingences
|
||||||||
Stockholders’ equity
|
||||||||
Members’ capital, no par value, 500,000,000 shares authorized, 67,983,095 shares issued and outstanding as of December 31, 2018
|
-
|
426,741
|
||||||
Class A shares, 20,837,272 shares, issued and outstanding as of March 31, 2019; 0 shares issued and
outstanding as of December 31, 2018
|
102,265
|
-
|
||||||
Class B shares, 147,058,824 shares, issued and outstanding as of March 31, 2019; 0 shares issued and
outstanding as of December 31, 2018
|
-
|
-
|
||||||
Accumulated deficit
|
(25,571
|
)
|
(158,423
|
)
|
||||
Accumulated other comprehensive (loss)
|
-
|
(11
|
)
|
|||||
Total stockholders’ equity attributable to NFE
|
76,694
|
268,307
|
||||||
Non-controlling interest
|
432,708
|
14,340
|
||||||
Total stockholders’ equity
|
509,402
|
282,647
|
||||||
Total liabilities and stockholders’ equity
|
$
|
1,116,619
|
$
|
699,402
|
Three Months Ended March 31,
|
||||||||
2019
|
2018
|
|||||||
Revenues
|
||||||||
Operating revenue
|
$
|
26,138
|
$
|
22,263
|
||||
Other revenue
|
3,813
|
3,446
|
||||||
Total revenues
|
29,951
|
25,709
|
||||||
Operating expenses
|
||||||||
Cost of sales
|
33,349
|
20,765
|
||||||
Operations and maintenance
|
4,499
|
1,844
|
||||||
Selling, general and administrative
|
49,749
|
11,869
|
||||||
Depreciation and amortization
|
1,691
|
696
|
||||||
Total operating expenses
|
89,288
|
35,174
|
||||||
|
||||||||
Operating loss
|
(59,337
|
)
|
(9,465
|
)
|
||||
Interest expense
|
3,284
|
1,603
|
||||||
Other (income) expense, net
|
(2,575
|
)
|
32
|
|||||
Loss before taxes
|
(60,046
|
)
|
(11,100
|
)
|
||||
Tax expense (benefit)
|
246
|
(187
|
)
|
|||||
Net loss
|
(60,292
|
)
|
(10,913
|
)
|
||||
Net loss attributable to non-controlling interest
|
46,735
|
-
|
||||||
Net loss attributable to stockholders
|
$
|
(13,557
|
)
|
$
|
(10,913
|
)
|
||
Net loss per share – basic and diluted
|
$
|
(0.96
|
)
|
|||||
Weighted average number of shares outstanding – basic and diluted
|
14,094,534
|
|||||||
Other comprehensive loss:
|
||||||||
Net loss
|
$
|
(60,292
|
)
|
$
|
(10,913
|
)
|
||
Unrealized (gain) on available-for-sale investment
|
-
|
(929
|
)
|
|||||
Comprehensive loss
|
(60,292
|
)
|
(9,984
|
)
|
||||
Comprehensive loss attributable to non-controlling interest
|
46,735
|
-
|
||||||
Comprehensive loss attributable to stockholders
|
$
|
(13,557
|
)
|
$
|
(9,984
|
)
|
Three Months Ended March 31,
|
||||||||
2019
|
2018
|
|||||||
Cash flows from operating activities
|
||||||||
Net loss
|
$
|
(60,292
|
)
|
$
|
(10,913
|
)
|
||
Adjustments for:
|
||||||||
Amortization of deferred financing costs
|
981
|
174
|
||||||
Depreciation and amortization
|
1,849
|
857
|
||||||
Deferred taxes
|
201
|
(193
|
)
|
|||||
Change in value of Investment in equity securities
|
(896
|
)
|
-
|
|||||
Equity-based compensation
|
19,037
|
-
|
||||||
Other
|
204
|
168
|
||||||
(Increase) in receivables
|
(3,102
|
)
|
(1,826
|
)
|
||||
(Increase) in inventories
|
(11,043
|
)
|
(5,180
|
)
|
||||
Decrease (Increase) in other assets
|
15,684
|
(7,433
|
)
|
|||||
Increase in accounts payable/accrued liabilities
|
3,567
|
5,668
|
||||||
Increase in amounts due to affiliates
|
3,117
|
457
|
||||||
(Decrease) Increase in other liabilities
|
(355
|
)
|
255
|
|||||
Net cash used in operating activities
|
(31,048
|
)
|
(17,966
|
)
|
||||
Cash flows from investing activities
|
||||||||
Capital expenditures
|
(136,281
|
)
|
(41,208
|
)
|
||||
Principal payments received on finance lease, net
|
284
|
238
|
||||||
Net cash used in investing activities
|
(135,997
|
)
|
(40,970
|
)
|
||||
Cash flows from financing activities
|
||||||||
Proceeds from borrowings of debt
|
220,000
|
-
|
||||||
Payment of deferred financing costs
|
(4,400
|
)
|
-
|
|||||
Repayment of debt
|
(1,250
|
)
|
(1,457
|
)
|
||||
Proceeds from IPO
|
274,948
|
-
|
||||||
Payment of offering costs
|
(6,105
|
)
|
-
|
|||||
Capital contributed from Members
|
-
|
20,150
|
||||||
Collection of subscription receivable
|
-
|
50,000
|
||||||
Net cash provided by financing activities
|
483,193
|
68,693
|
||||||
Net increase in cash, cash equivalents and restricted cash
|
316,148
|
9,757
|
||||||
Cash, cash equivalents and restricted cash – beginning of period
|
100,853
|
118,331
|
||||||
Cash, cash equivalents and restricted cash – end of period
|
$
|
417,001
|
$
|
128,088
|
||||
Supplemental disclosure of non-cash investing and financing activities:
|
||||||||
Changes in accrued construction in progress costs and property, plant and equipment
|
$
|
(32,946
|
)
|
$
|
5,574
|
Three Months Ended March 31,
|
||||||||
2019
|
2018
|
|||||||
Net income/(loss)
|
$
|
(60,292
|
)
|
$
|
(10,913
|
)
|
||
Add:
|
||||||||
Selling, general and administrative
|
49,749
|
11,869
|
||||||
Depreciation and amortization
|
1,691
|
696
|
||||||
Interest expense
|
3,284
|
1,603
|
||||||
Other (income) expense, net
|
(2,575
|
)
|
32
|
|||||
Tax expense (benefit)
|
246
|
(187
|
)
|
|||||
Non-GAAP operating margin
|
$
|
(7,897
|
)
|
$
|
3,100
|