NEW FORTRESS ENERGY INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549 FORM 10-K
? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the year ended December 31, 2020
OR
? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to_______
Commission File Number:001-38790
New Fortress Energy Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 83-1482060
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
111 W. 19th Street , 8th Floor
New York, NY 10011
(Address of principal executive offices) (
Registrant's telephone number, including area code: (516) 268-7400
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on which registered
Title of each class Trading Symbol(s) on which registered
Class A common stock NFE NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ? No ?
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ? No ?
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ? No ?
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ? No ?
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ? Accelerated filer ?
Non-accelerated filer ? Smaller reporting company ?
Emerging growth company ?
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ?
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ? No ?
The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant computed as of
At
Documents Incorporated by Reference:
Portions of the registrant's definitive proxy statement for the registrant's
2021 annual meeting, to be filed within 120 days after the close of the registrant's fiscal year, are incorporated by reference into Parts II and III of
this Annual Report on Form 10-K.
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Table of Contents
GLOSSARY OF TERMS 1
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS 2
PART I 3
Items 1 and 2. Business and Properties 3
Item 1A. Risk Factors 14
Item 1B. Unresolved Staff Comments. 61
Item 3. Legal Proceedings. 61
Item 4. Mine Safety Disclosures. 61
PART II 62
Item 5. Market for the Registrant's Common Equity, Related
Shareholder Matters and Issuer Purchases of Equity
Securities. 62
Item 6. Selected Financial Data. 64
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations. 65
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk. 80
Item 8. Financial Statements and Supplementary Data. 80
Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure. 80
Item 9A. Controls and Procedures. 80
Item 9B. Other Information. 81
PART III 82
Item 10. Directors, Executive Officers and Corporate Governance. 82
Item 11. Executive Compensation 82
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters. 82
Item 13. Certain Relationships and Related Transactions, and
Director Independence. 82
Item 14. Principal Accounting Fees and Services. 82
PART IV 83
Item 15. Exhibits, Financial Statement Schedules. 83
Item 16. Form 10-K Summary 85
SIGNATURES 86
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GLOSSARY OF TERMS
As commonly used in the liquefied natural gas industry, to the extent applicable and as used in this Annual Report on Form 10-K ("Annual Report"), the terms listed below have the following meanings:
ADO automotive diesel oil
Bcf/yr billion cubic feet per year
Btu the amount of heat required to raise the temperature of one
avoirdupois pound of pure water from 59 degrees Fahrenheit to 60
degrees Fahrenheit at an absolute pressure of 14.696 pounds per
square inch gage
CAA Clean Air Act
CERCLA Comprehensive Environmental Response, Compensation and Liability
Act
CWA Clean Water Act
DOE U.S. Department of Energy
DOT U.S. Department of Transportation
EPA U.S. Environmental Protection Agency
FTA countries countries with which the United States has a free trade agreement
providing for national treatment for trade in natural gas
GAAP generally accepted accounting principles in the United States
GHG greenhouse gases
GSA gas sales agreement
Henry Hub a natural gas pipeline located in Erath, Louisiana that serves as
the official delivery location for futures contracts on the New
York Mercantile Exchange
ISO container International Organization of Standardization , an intermodal
container
LNG natural gas in its liquid state at or below its boiling point at or
near atmospheric pressure
MMBtu one million Btus, which corresponds to approximately 12.1 LNG
gallons
mtpa metric tons per year
MW megawatt. We estimate 2,500 LNG gallons would be required to
produce one megawatt.
NGA Natural Gas Act of 1938, as amended
non-FTA countries countries without a free trade agreement with
providing for national treatment for trade in natural gas and with
which trade is permitted
OPA Oil Pollution Act
OUR Office of Utilities Regulation (Jamaica )
PHMSA Pipeline and Hazardous Materials Safety Administration
PPA power purchase agreement
SSA steam supply agreement
TBtu one trillion Btus, which corresponds to approximately 12,100,000
LNG gallons
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Table of Contents
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K for the year ended
• our limited operating history;
• loss of one or more of our customers;
• inability to procure LNG on a fixed-price basis, or otherwise to manage LNG
price risks, including hedging arrangements;
• the completion of construction on our LNG terminals, facilities, power plants
or Liquefaction Facilities and the terms of our construction contracts for the completion of these assets;
• cost overruns and delays in the completion of one or more of our LNG terminals,
facilities, power plants or Liquefaction Facilities, as well as difficulties in obtaining sufficient financing to pay for such costs and delays;
• our ability to obtain additional financing to effect our strategy;
• Each of the Proposed Mergers is subject to conditions, some or all of which may
not be satisfied or completed on a timely basis, or at all, and we, Hygo and GMLP are each subject to business uncertainties and contractual restrictions while the Proposed Mergers are pending;
• After the Proposed Mergers, we may be unable to successfully integrate the
businesses and realize the anticipated benefits of the Proposed Mergers;
• failure to produce or purchase sufficient amounts of LNG or natural gas at
favorable prices to meet customer demand;
• hurricanes or other natural or manmade disasters;
• failure to obtain and maintain approvals and permits from governmental and
regulatory agencies;
• operational, regulatory, environmental, political, legal and economic risks
pertaining to the construction and operation of our facilities;
• inability to contract with suppliers and tankers to facilitate the delivery of
LNG on their chartered LNG tankers;
• cyclical or other changes in the demand for and price of LNG and natural gas;
• failure of natural gas to be a competitive source of energy in the markets in
which we operate, and seek to operate;
• competition from third parties in our business;
• inability to re-finance our outstanding indebtedness;
• changes to environmental and similar laws and governmental regulations that are
adverse to our operations;
• inability to enter into favorable agreements and obtain necessary regulatory
approvals;
• the tax treatment of us or of an investment in our Class A shares;
• the completion of the Exchange Transactions (as defined below);
• a major health and safety incident relating to our business;
• increased labor costs, and the unavailability of skilled workers or our failure
to attract and retain qualified personnel;
• risks related to the jurisdictions in which we do, or seek to do, business,
particularly
• other risks described in the "Risk Factors" section of this Annual Report.
When considering forward-looking statements, you should keep in mind the risks set forth under "Item 1A. Risk Factors" and other cautionary statements included in this Annual Report. The cautionary statements referred to in this section also should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf. We undertake no duty to update these forward-looking statements, even though our situation may change in the future. Furthermore, we cannot guarantee future results, events, levels of activity, performance, projections or achievements.
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