Certain information contained in the following discussion and analysis,
including information with respect to our plans, strategy, projections and
expected timeline for our business and related financing, includes
forward-looking statements that involve risks and uncertainties. Forward-looking
statements are estimates based upon current information and involve a number of
risks and uncertainties. Actual events or results may differ materially from the
results anticipated in these forward-looking statements due to a variety of
factors. This discussion and analysis includes information that is intended to
provide investors with an understanding of our past performance and our current
financial condition and is not necessarily indicative of our future performance.
Please refer to "-Factors Impacting Comparability of Our Financial Results" for
further discussion. The results of operations for interim periods are not
necessarily indicative of the results that may be expected for any other interim
period or for a full year. Unless otherwise indicated, dollar amounts are
presented in thousands.
You should read "Part II, Item 1A. Risk Factors" and "Cautionary Statement on
Forward-Looking Statements" elsewhere in this Quarterly Report on Form 10-Q
("Quarterly Report") and "Part I, Item 1A. Risk Factors" in the Annual Report on
Form 10-K for the year ended December 31, 2019 (our "Annual Report") for a
discussion of important factors that could cause actual results to differ
materially from the results described in or implied by the forward-looking
statements contained in the following discussion and analysis.
The following information should be read in conjunction with our unaudited
condensed consolidated financial statements and accompanying notes included
elsewhere in this Quarterly Report. Our financial statements have been prepared
in accordance with GAAP. The unaudited condensed consolidated financial
statements as of and for the three months ended March 31, 2020 included herein,
reflect all adjustments which, in the opinion of management, are necessary for a
fair presentation of financial position, results of operations and cash flows
for the interim periods on a basis consistent with the annual audited financial
statements. All such adjustments are of a normal recurring nature.
Unless the context otherwise requires, references to "Company," "NFE," "we,"
"our," "us" or like terms refer to New Fortress Energy LLC and its subsidiaries.
When used in a historical context that is prior to the completion of NFE's
initial public offering ("IPO"), "Company," "we," "our," "us" or like terms
refer to New Fortress Energy Holdings LLC, a Delaware limited liability company
("New Fortress Energy Holdings"), our predecessor for financial reporting
purposes.
Overview
We are a global integrated gas-to-power infrastructure company that seeks to use
natural gas to satisfy the world's large and growing power needs. We deliver
targeted energy solutions to customers around the world, thereby reducing their
energy costs and diversifying their energy resources, while also reducing
pollution and generating compelling margins. Our near-term mission is to provide
modern infrastructure solutions to create cleaner, reliable energy while
generating a positive economic impact worldwide. Our long-term mission is to
become one of the world's leading carbon emission-free independent power
providing companies. We discuss this important goal in more detail in "Items 1
and 2: Business and Properties" under "Toward a Carbon-Free Future" in our
Annual Report.
As an integrated gas-to-power energy infrastructure company, our business model
spans the entire production and delivery chain from natural gas procurement and
liquefaction to logistics, shipping, terminals and conversion or development of
natural gas-fired power generation. We currently source LNG from long-term
supply agreements with third party suppliers and from our own liquefaction
facility in Miami, Florida. We expect that control of our vertical supply chain,
from procurement to delivery of LNG, will help to reduce our exposure to future
LNG price variations and enable us to supply our existing and future customers
with LNG at a price that reinforces our competitive standing in the LNG market.
Our strategy is simple: we seek to procure LNG at attractive prices using
long-term agreements and through our own production, and we seek to sell natural
gas (delivered through LNG infrastructure) or gas-fired power to customers that
sign long-term, take-or-pay contracts.
Our Current Operations
Our management team has successfully employed our strategy to secure long-term
contracts with significant customers in Jamaica and Puerto Rico, including
Jamaica Public Service Company Limited ("JPS"), the sole public utility in
Jamaica, South Jamaica Power Company Limited ("JPC"), an affiliate of JPS,
Jamalco, a bauxite mining and alumina production joint venture in Jamaica, and
the Puerto Rico Electric Power Authority ("PREPA"), each of which is described
in more detail below. Our assets built to service these significant customers
have been designed with capacity to service other customers.
We currently procure our LNG either by purchasing it under a contract from a
supplier or by manufacturing it in our natural gas liquefaction and storage
facility located in Miami-Dade County, Florida (the "Miami Facility"). Our
long-term goal is to develop the infrastructure necessary to supply our existing
and future customers with LNG produced primarily at our own facilities,
including our expanded delivery logistics chain in Northern Pennsylvania (the
"Pennsylvania Facility").
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Montego Bay Terminal
Our storage and regasification terminal in Montego Bay, Jamaica (the "Montego
Bay Terminal") serves as our supply hub for the north side of Jamaica, providing
natural gas to JPS to fuel the 145MW Bogue Power Plant in Montego Bay, Jamaica.
Our Montego Bay Terminal commenced commercial operations in October 2016 and is
capable of processing up to 740,000 LNG gallons (61,000 MMBtu) per day and
features approximately 7,000 cubic meters of onsite storage. The Montego Bay
Terminal also consists of an ISO loading facility that can transport LNG to
numerous on-island industrial users.
Old Harbour Terminal
Our marine LNG storage and regasification terminal in Old Harbour, Jamaica (the
"Old Harbour Terminal") commenced commercial operations in June 2019 and is
capable of processing approximately six million gallons of LNG (500,000 MMBtu)
per day. The Old Harbour Terminal supplies natural gas to the new 190MW Old
Harbour power plant (the "Old Harbour Power Plant") operated by JPC. The Old
Harbour Terminal is also supplying natural gas to our dual-fired combined heat
and power facility in Clarendon, Jamaica (the "CHP Plant"). The CHP Plant
supplies electricity to JPS under a long-term power purchase agreement ("PPA").
The CHP Plant also provides steam to Jamalco under a long-term take-or-pay steam
supply agreement ("SSA"). On March 3, 2020, the CHP Plant commenced commercial
operation under both the PPA and the SSA and began supplying power and steam to
JPS and Jamalco, respectively.
San Juan Facility
We are finalizing the development of the micro-fuel handling facility in the
Port of San Juan, Puerto Rico (the "San Juan Facility"). The San Juan Facility
is currently being developed near the San Juan Power Plant and will serve as our
supply hub for the San Juan Power Plant and other industrial end-user customers
in Puerto Rico. We have begun delivering natural gas under the Fuel Sale and
Purchase Agreement with PREPA and expect to declare full commercial operations
in the second quarter of 2020.
Miami Facility
Our Miami Facility began operations in April 2016. This facility has
liquefaction capacity of approximately 100,000 gallons of LNG (8,300 MMBtu) per
day and enables us to produce LNG for sales directly to industrial end-users in
southern Florida, including Florida East Coast Railway via our train loading
facility, and other customers throughout the Caribbean using ISO containers.
Other Development Projects
We are in the process of developing an LNG regasification terminal at the Port
of Pichilingue in Baja California Sur, Mexico (the "La Paz Terminal"). Our La
Paz Terminal is expected to supply approximately 455,000 gallons of LNG (37,565
MMBtu) per day, and we have received all necessary permits for onshore
construction of the power plant that is expected to produce up to 135 MW.
In February 2020, we entered into a 25-year power purchase agreement with
Nicaragua's electricity distribution companies, and we expect to construct a new
approximately 300 MW natural gas-fired power plant that will consume
approximately 700,000 gallons of LNG (60,000 MMBtus) per day. In 2019, we signed
a memorandum of understanding to develop a terminal in Angola to supply natural
gas for power generation, and we are in active discussions to secure a
definitive agreement in 2020.
COVID-19 Pandemic
We are closely monitoring the impact of the novel coronavirus ("COVID-19")
pandemic on all aspects of our operations and development projects. While we did
not incur significant disruptions during the three months ended March 31, 2020
from the COVID-19 pandemic, there are important uncertainties including the
scope, severity and duration of the pandemic, the actions taken to contain the
pandemic or mitigate its impact, and the direct and indirect economic effects of
the pandemic and containment measures. Therefore, the effects of COVID-19 at
this time are hard to predict. We do not currently expect these factors to have
a significant impact on our results of operations, liquidity or financial
position, or our development budgets or timelines. We primarily operate under
long-term contracts with customers, many of which contain fixed minimum volumes
that must be purchased on a "take-or-pay" basis, which has limited the impact of
the COVID-19 pandemic on our current operations. Based on the essential nature
of the services we provide to support power generation facilities, our
development projects have not currently been significantly impacted by responses
to the COVID-19 pandemic. However, we are actively monitoring the spread of the
pandemic and the actions that governments and regulatory agencies are taking to
fight the spread.
Exchange Transactions
On May 5, 2020, we announced that prior to June 2, 2020 we expect to enter into
a mutual agreement (the "Mutual Agreement") with certain members (the
"Exchanging Members") of New Fortress Energy Holdings, including Fortress Equity
Partners (A) LP (the "Initial Shareholder," which is owned primarily by Mr.
Edens, our Chief Executive Officer and a member of our Board, and Mr. Nardone, a
member of our Board) and/or its members, pursuant to which the Exchanging
Members will agree to deliver a block redemption notice in accordance with
Section 4.6(b)(ii)(B) of the Amended and Restated Limited Liability Company
Agreement of NFI (the "NFI LLCA") with respect to all of the common units ("NFI
LLC Units") of New Fortress Intermediate LLC ("NFI"), together with an equal
number of our Class B shares that they indirectly own as members of New Fortress
Energy Holdings. We have agreed to exercise our Call Right (as defined in the
NFI LLCA) pursuant to which we will acquire such NFI LLC Units and Class B
shares in exchange for our Class A shares (the "Exchange Transactions"). We
will own all of the NFI LLC Units acquired as part of the Exchange Transactions.
We expect to acquire substantially all of the other currently outstanding NFI
LLC Units in the Exchange Transactions; however, there can be no assurance that
we will acquire all of the NFI LLC Units in the Exchange Transactions. The
Exchange Transactions are generally expected to be tax-deferred transactions for
the exchanging holders of NFI LLC Units, in which case we would generally not
receive a tax basis "step-up" as a result of the Exchange Transactions. The
Exchanging Members have agreed pursuant to the Mutual Agreement not to transfer
any of the Class A shares they receive in the Exchange Transactions for 90 days
following the date of the exchange. The Exchange Transactions are expected to
be completed on or about June 9, 2020.
We expect the Exchange Transactions will confer several significant benefits to
us. Most notably, the Exchange Transaction will significantly reduce our future
tax distribution obligations to the members of NFI, which will enable us to
instead invest those funds to develop projects that we expect will increase our
returns for all stockholders, enhance our liquidity, improve our credit profile
and potentially lower our cost of capital. Because the Board deemed it to be in
the best interest of the Company to effect the Exchange Transactions now so that
the Company could begin realizing these benefits, the Board requested that the
members of NFI (who have no obligation to exchange their New Fortress Energy
Holdings units) agree to exchange their interests in NFI pursuant to the
Exchange Transactions described above. The Exchange Transactions are generally
expected to be tax-deferred transactions for the Exchanging Members, which is
the tax treatment of transactions already provided for in the NFI LLCA. Because
this change could be viewed as a related party transaction involving the
Exchanging Members and NFE, the Exchange Transactions were reviewed by a duly
appointed committee of the Board consisting of Messrs. Catterall, Grain, Griffin
and Mack and Ms. Wanner, who unanimously approved the Exchange Transactions
prior to the full Board unanimously approving the Exchange Transactions. The
committee's approval serves as a Special Approval as defined in our First
Amended and Restated Limited Liability Company Agreement. We cannot assure you
that the Exchange Transactions will be completed or that these transactions will
confer the potential benefits that we currently expect from them.
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Results of Operations - Three Months Ended March 31, 2020 compared to Three
Months Ended March 31, 2019
Three Months Ended March 31,
2020 2019 Change
Revenues
Operating revenue $ 63,502 $ 26,138 $ 37,364
Other revenue 11,028 3,813 7,215
Total revenues 74,530 29,951 44,579
Operating expenses
Cost of sales 68,216 33,349 34,867
Operations and maintenance 8,483 4,499 3,984
Selling, general and administrative 28,370 49,749 (21,379 )
Loss on mitigation sales 208 - 208
Depreciation and amortization 5,254 1,691 3,563
Total operating expenses 110,531 89,288 21,243
Operating loss (36,001 ) (59,337 ) 23,336
Interest expense 13,890 3,284 10,606
Other expense (income), net 611 (2,575 ) 3,186
Loss on extinguishment of debt, net 9,557 - 9,557
Loss before taxes (60,059 ) (60,046 ) (13 )
Tax (benefit) expense (4 ) 246 (250 )
Net loss $ (60,055 ) $ (60,292 ) $ (237 )
Revenues
Operating revenue from the sale of LNG, natural gas sales or outputs from our
natural gas-fired power generation facilities for the three months ended March
31, 2020 was $63,502 which increased by $37,364 from $26,138 for the three
months ended March 31, 2019. The increase was primarily driven by volumes sold
from the Old Harbour Terminal and the commencement of commercial operations at
the CHP Plant during the three months ended March 31, 2020. For the three
months ended March 31, 2020, we recognized $35,777 of revenue from volumes sold
at the Old Harbour Terminal, including $29,945 from sales to the Old Harbour
Power Plant and $5,832 from natural gas utilized in the CHP Plant. For the three
months ended March 31, 2020, the volume delivered to the Old Harbour Power Plant
was 32.2 million gallons (2.7 TBtu) and the volume utilized in the CHP Plant was
9.8 million gallons (0.8 TBtu). We also began to deliver power and steam under
our contracts with JPS and Jamalco during March 2020 adding $1,731 in revenue.
In connection with the adoption of ASC 842, we no longer identified a lease of
the Montego Bay Terminal in our gas sale agreement with our customer.
Accordingly, interest income associated with the direct financing lease of the
Montego Bay Terminal is no longer recognized within Other revenue and all
amounts recognized as revenue for activities at the Montego Bay Terminal were
included in Operating revenue for the three months ended March 31, 2020,
resulting in an increase of $3,900 to Operating revenue. The increase in
Operating revenue was partially offset by decrease in sales at the Montego Bay
Terminal of $602 due to planned maintenance at the Bogue Power Plant offset by
additional industrial end user customers. The delivered volume at the Montego
Bay Terminal decreased by 3.2 million gallons (0.2 TBtu) from 26.7 million
gallons (2.2 TBtu) during the three months ended March 31, 2019 to 23.5 million
gallons (2.0 TBtu) during the three months ended March 31, 2020.
Other revenue for the three months ended March 31, 2020 was $11,028 which
increased $7,215 from $3,813 for the three months ended March 31, 2019. The
increase was primarily due to the recognition of development services revenue of
$10,071 for the three months ended March 31, 2020, and this increase included
$9,486 for the conversion of our customer's infrastructure in Puerto Rico and
$585 of revenue recognized for the completion of infrastructure projects for
customers of the CHP Plant. Development services revenue is recognized from the
construction and installation of equipment to transform customers' facilities to
operate utilizing natural gas or to allow customers to receive power or other
outputs from our natural gas-fired power generation facilities, and such
services are included within certain long-term contracts to supply these
customers with natural gas or outputs from our natural gas-fired facilities.
This increase is partially offset by the decrease in interest income associated
with the direct financing lease of the Montego Bay Terminal which is included in
Operating revenue for the three months ended March 31, 2020.
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Cost of sales
Cost of sales includes the procurement of feedgas or LNG, as well as shipping
and logistics costs to deliver LNG or natural gas to our terminals or power
generation facilities or our customers. Our LNG and natural gas supply are
purchased from third parties or converted in our Miami Facility. Costs to
convert natural gas to LNG, including labor, depreciation, and other direct
costs to operate our Miami Facility are also included in Cost of sales. For
natural gas utilized by the CHP Plant, we bill our customer on a pass-through
basis, and as such, NFE South Power Holdings, our consolidated subsidiary and
owner of the CHP Plant, recognizes no margin on gas sales to our customer.
Cost of sales for the three months ended March 31, 2020 was $68,216 which
increased by $34,867 from $33,349 for the three months ended March 31, 2019. The
increase was primarily attributable to the increase in volumes delivered of 139%
compared to the three months ended March 31, 2019, partially offset by the
decrease in LNG cost. The weighted-average cost of LNG purchased from third
parties decreased from $0.83 per gallon ($10.06 per MMBtu) for the three months
ended March 31, 2019 to $0.67 per gallon ($8.10 per MMBtu) for the three months
ended March 31, 2020. The weighted-average cost of our inventory balance as of
March 31, 2020 and December 31, 2019 was $0.68 per gallon ($8.24 per MMBtu) and
$0.64 per gallon ($7.69 per MMBtu), respectively.
The increase in Cost of sales was also attributable to costs associated with
development services and increased charter costs. The costs recognized
associated with development services were $9,347 for the three months ended
March 31, 2020; these costs included $8,815 of costs associated with the
conversion of our customer's infrastructure in Puerto Rico and $532 of costs
associated with the completion of infrastructure projects for customers of the
CHP Plant. No costs associated with development services revenue were recognized
during the three months ended March 31, 2019.
The Company also incurred an increase in charter costs associated with our
expanded charter fleet. Such charter costs increased Cost of sales by $2,920 for
the three months ended March 31, 2020 as compared with the three months ended
March 31, 2019.
Operations and maintenance
Operations and maintenance relates to costs of operating our Montego Bay
Terminal, CHP Plant, Miami Facility and Old Harbour Terminal, exclusive of costs
to convert that are reflected in Cost of sales. Operations and maintenance for
the three months ended March 31, 2020 was $8,483, which increased $3,984 from
$4,499 for the three months ended March 31, 2019. The increase was primarily a
result of higher costs associated with the operations of charter vessels,
including a storage vessel for Puerto Rico, of $2,918 in the three months ended
March 31, 2020, as well as other increased operating costs, primarily payroll
related expenses of $828. We also incurred operational costs for the CHP Plant
for the period after commencement of commercial operations on March 3, 2020 of
$344.
Selling, general and administrative
Selling, general and administrative includes compensation expenses for our
corporate employees, employee travel costs, insurance, professional fees for our
advisors, and costs associated with development activities for projects that are
in initial stages and development is not yet probable.
Selling, general and administrative for the three months ended March 31, 2020,
was $28,370 which decreased $21,379 from $49,749 for the three months ended
March 31, 2019. The decrease was primarily attributable to higher share-based
compensation expense of $16,697 and professional fees of $7,844 recognized for
the three months ended March 31, 2019. These decreases were partially offset by
costs associated with increased headcount as compared to the same period in the
prior year.
Loss on mitigation sales
Loss on mitigation sales for the three months ended March 31, 2020 was $208
which was attributable to losses incurred associated with undelivered quantities
of LNG under firm purchase commitments due to storage capacity constraints. In
these situations, our supplier will attempt to sell the undelivered quantity
through a mitigation sale, and the losses incurred under the firm purchases are
partially offset by this sale of the undelivered amount to third parties for
amounts lower than the contracted price, which resulted in a loss of $208. We
did not have such transactions during the three months ended March 31, 2019.
Depreciation and amortization
Depreciation and amortization for the three months ended March 31, 2020 was
$5,254, which increased $3,563 from $1,691 for the three months ended March 31,
2019. The increase is primarily a result of depreciation of $1,894 for our Old
Harbour Terminal that was not yet in service during the three months ended March
31, 2019, as well as, depreciation expense of $673 recognized for the CHP Plant
that went into service in March 2020. The increase is also due to deprecation
recognized on our Montego Bay Terminal during the three months ended March 31,
2020 of $1,201. These assets were presented as direct financing leases prior to
the adoption of ASC 842, and no depreciation for such assets was previously
recorded.
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Loss on extinguishment of debt, net
Loss on extinguishment of debt for the three months ended March 31, 2020 was
$9,557 as a result of the extinguishment of the Term Loan Facility (as defined
below).
Interest expense
Interest expense for the three months ended March 31, 2020 was $13,890, which
increased $10,606 from $3,284 for the three months ended March 31, 2019,
primarily as a result of the additional principal balances outstanding in the
first quarter of 2020 under the Credit Agreement, Senior Secured Bonds and
Senior Unsecured Bonds (all defined below), as compared to the Term Loan
Facility which was extinguished in January 2020. Interest expense incurred under
the Credit Agreement, net of capitalized interest, was $10,932, and interest
expense incurred on the Secured Bonds and Senior Unsecured, net of capitalized
interest, was $1,787.
Other expense (income), net
Other expense, net for the three months ended March 31, 2020 was $611, which
decreased $3,186 from other income of $2,575 for the three months ended March
31, 2019, primarily as a result of the unrealized loss on our investment in
equity securities, partially offset by the changes in fair value of the
derivative liability and equity agreement associated with our acquisition of
Shannon LNG in November 2018 and interest income.
Tax (benefit) expense
Tax (benefit) for the three months ended March 31, 2020 was $(4), as compared to
tax expense of $246 for the three months ended March 31, 2019. We continue to
have valuation allowances in many non-U.S. jurisdictions, and as such, our tax
benefit for current period losses in such jurisdictions has been limited.
Factors Impacting Comparability of Our Financial Results
Our historical results of operations and cash flows are not indicative of
results of operations and cash flows to be expected in the future, principally
for the following reasons:
• Our historical financial results do not include significant projects that are
near completion. Our results of operations for the first quarter of 2020
include our Montego Bay Terminal, Miami Facility, sales from our Old Harbour
Terminal to JPC, and certain industrial end-users. The CHP Plant commenced
commercial operations during March 2020, and our future results will include
revenue and results operations from sales of gas, power and steam from the CHP
Plant. We also expect that the San Juan Facility will become fully operational
beginning in the second quarter of 2020. Our current results also do not
include revenue and operating results from other projects under development
including the La Paz Terminal, the LNG regasification terminal and power plant
in Puerto Sandino, Nicaragua (the "Puerto Sandino Terminal"), the LNG terminal
in Angola (the "Angola Terminal"), and the LNG terminal on the Shannon Estuary
near Ballylongford, Ireland (the "Ireland Terminal").
• Our historical financial results do not reflect the long term LNG supply
agreement that will lower the cost of our LNG supply from 2022 to 2030. We
currently purchase the majority of our supply of LNG from third parties. For
the three months ended March 31, 2020, we sourced 95% of our LNG volumes from
third parties. Our cost of sales for the three months ended March 31, 2020,
reflected an average cost of LNG purchased from third parties of $0.67 per
gallon ($8.10 per MMBtu), predominately purchased under a firm purchase
commitment entered into in December 2018. During 2019, the market price for LNG
dropped significantly, and we have executed a firm commitment to purchase 27.5
TBtus annually beginning in 2022 at prices that are expected to be
significantly lower than our current inventory balance. Further, we believe
that we will take advantage of the current market pricing for LNG to supply our
expanding operations, resulting in an overall lower average cost of LNG in
future periods.
Liquidity and Capital Resources
We believe we will have sufficient liquidity from proceeds from recent
borrowings and cash flow from operations to fund our capital expenditures and
working capital needs for the next 12 months. We expect to fund our current
operations and continued development of additional facilities through a
combination of cash on hand and additional borrowings from the Senior Secured
Bonds, Senior Unsecured Bonds, and the Credit Agreement (all defined below).Our
IPO was completed on February 4, 2019, and we raised net proceeds of $268,010,
inclusive of additional net proceeds raised from the exercise of the
underwriters' option to purchase additional shares and after deducting
underwriting discounts and commissions and transaction costs. On March 21, 2019,
we drew the remaining availability on our Term Loan Facility (defined below) and
had $495,000 of outstanding principal as of December 31, 2019. On September 5,
2019, we issued approximately $117,000 in Senior Secured Bonds and Senior
Unsecured Bonds, and in December 2019, we issued an additional $63,000 in Senior
Secured Bonds, which was fully funded by January 2020. In January 2020, we
borrowed $800,000 under the Credit Agreement, and repaid the Term Loan Facility
in full. No principal payments are due under the Senior Secured and Senior
Unsecured Bonds for at least seven years; no principal payments are due under
the Credit Agreement until maturity in January 2023.
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We have assumed total expenditures for all completed and existing projects to be
approximately $869 million, with approximately $690 million having already been
spent through March 31, 2020. This estimate represents the expenditures
necessary to complete the San Juan Facility and the La Paz Terminal, as well as
expected expenditures to serve new industrial end-users. We expect to be able to
fund all such committed projects with a combination of cash on hand, as well as
the proceeds from the Credit Agreement, Senior Secured Bonds, and Senior
Unsecured Bonds. Through March 31, 2020, we have spent approximately $169
million to develop the Pennsylvania Facility. Approximately $20 million of
construction and development costs have been expensed as we have not issued a
final notice to proceed to our engineering, procurement, and construction
contractors. Cost for land, as well as engineering and equipment that could be
deployed to other facilities of approximately $149 million, has been
capitalized.
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