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New Fortress Energy Inc. - Quarter Report: 2019 September (Form 10-Q)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2019
 
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 LLC
(Exact Name of Registrant as Specified in its Charter)

Delaware
 
81-1482060
(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)
 
(Zip code)
 
Registrant’s telephone number, including area code: (516) 268-7400

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Class A shares, representing limited liability company interests
 
“NFE”
 
NASDAQ Global Select Market
 
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
 
As of November 8, 2019, the registrant had 22,892,293 Class A shares and 145,057,375 Class B shares outstanding.



TABLE OF CONTENTS
 
ii
   
iii
   
5
   
Item 1.
5
Item 2.
27
Item 3.
38
Item 4.
39
     
40
   
Item 1.
40
Item 1A.
40
Item 2.
74
Item 3.
74
Item 4.
74
Item 5.
74
Item 6.
74
     
76

GLOSSARY OF TERMS
 
As commonly used in the liquefied natural gas industry, to the extent applicable and as used in this Quarterly Report on Form 10-Q (“Quarterly Report”), the terms listed below have the following meanings:
 
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
   
GAAP
generally accepted accounting principles in the United States
   
GHG
greenhouse gases
   
GSA
natural gas sales agreement
   
Henry Hub
a natural gas pipeline hub 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
   
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 the United States 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

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
 
This Quarterly Report contains forward-looking statements regarding, among other things, our plans, strategies, prospects and projections, both business and financial. All statements contained in this Quarterly Report other than historical information are forward-looking statements that involve known and unknown risks and relate to future events, our future financial performance or our projected business results. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “targets,” “potential” or “continue” or the negative of these terms or other comparable terminology. Such forward-looking statements are necessarily 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 as a result of a variety of factors. While it is impossible to identify all such factors, factors that could cause actual results to differ materially from those estimated by us include:
 

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, power plants or Liquefaction Facilities (as defined herein) 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, 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;
 

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 or implement our financing plans;
 

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;
 

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; and
 

risks related to the jurisdictions in which we do, or seek to do, business, including particularly the United States. and states such as Pennsylvania and Florida, as well as Puerto Rico, Mexico, Angola, Jamaica, Ireland, the Dominican Republic and other jurisdictions in the Caribbean.
 
All forward-looking statements speak only as of the date of this Quarterly 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 our Annual Report on Form 10-K for the year ended December 31, 2018 (our “Annual Report”), this Quarterly Report and in our other filings with the Securities and Exchange Commission (the “SEC”). 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.
 
PART I
FINANCIAL INFORMATION
 
Item 1.
Financial Statements.
 
New Fortress Energy LLC
Condensed Consolidated Balance Sheets
As of September 30, 2019 and December 31, 2018
(Unaudited, in thousands of U.S. dollars, except share amounts)
 
   
September 30,
2019
   
December 31,
2018
 
Assets
           
Current assets
           
Cash and cash equivalents
 
$
178,187
   
$
78,301
 
Restricted cash
   
22,011
     
30
 
Receivables, net of allowances of $0 and $257, respectively
   
37,248
     
28,530
 
Finance leases, net
   
1,045
     
943
 
Inventory
   
28,625
     
15,959
 
Prepaid expenses and other current assets
   
49,712
     
30,017
 
Total current assets
   
316,828
     
153,780
 
                 
Investment in equity securities
   
1,529
     
3,656
 
Restricted cash
   
43,860
     
22,522
 
Construction in progress
   
394,516
     
254,700
 
Property, plant and equipment, net
   
193,577
     
94,040
 
Finance leases, net
   
91,447
     
92,207
 
Deferred tax asset, net
   
38
     
185
 
Intangibles, net
   
40,693
     
43,057
 
Other non-current assets
   
65,295
     
35,255
 
Total assets
 
$
1,147,783
   
$
699,402
 
                 
Liabilities
               
Current liabilities
               
Term loan facility
 
$
492,762
   
$
272,192
 
Accounts payable
   
17,106
     
43,177
 
Accrued liabilities
   
50,796
     
67,512
 
Due to affiliates
   
7,856
     
4,481
 
Other current liabilities
   
30,495
     
17,393
 
Total current liabilities
   
599,015
     
404,755
 
                 
Long-term debt
   
113,164
     
 
Deferred tax liability, net
   
171
     
 
Other long-term liabilities
   
15,035
     
12,000
 
Total liabilities
   
727,385
     
416,755
 
                 
Commitments and contingences (Note 17)
               
                 
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, 22,892,293 shares, issued and outstanding as of September 30, 2019; 0 shares issued and outstanding as of December 31, 2018
   
123,760
     
 
Class B shares, 145,057,375 shares, issued and outstanding as of September 30, 2019; 0 shares issued and outstanding as of December 31, 2018
   
     
 
Accumulated deficit
   
(38,480
)
   
(158,423
)
Accumulated other comprehensive gain (loss)
   
(19
)
   
(11
)
Total stockholders’ equity attributable to NFE
   
85,261
     
268,307
 
Non-controlling interest
   
335,137
     
14,340
 
Total stockholders’ equity
   
420,398
     
282,647
 
Total liabilities and stockholders’ equity
 
$
1,147,783
   
$
699,402
 

The accompanying notes are an integral part of these condensed consolidated financial statements.

New Fortress Energy LLC
Condensed Consolidated Statements of Operations and Comprehensive Loss
For the three and nine months ended September 30, 2019 and 2018
(Unaudited, in thousands of U.S. dollars, except share and per share amounts)
 
   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
   
2019
   
2018
   
2019
   
2018
 
Revenues
                       
Operating revenue
 
$
35,345
   
$
24,629
   
$
93,221
   
$
69,545
 
Other revenue
   
14,311
     
3,795
     
26,152
     
11,387
 
Total revenues
   
49,656
     
28,424
     
119,373
     
80,932
 
                                 
Operating expenses
                               
Cost of sales
   
45,832
     
22,094
     
123,224
     
68,625
 
Operations and maintenance
   
8,707
     
1,999
     
18,609
     
5,750
 
Selling, general and administrative
   
40,913
     
13,423
     
122,831
     
40,827
 
Depreciation and amortization
   
1,930
     
830
     
5,731
     
2,258
 
Total operating expenses
   
97,382
     
38,346
     
270,395
     
117,460
 
Operating loss
   
(47,726
)
   
(9,922
)
   
(151,022
)
   
(36,528
)
                                 
Interest expense
   
4,974
     
3,183
     
14,457
     
6,389
 
Other expense, net
   
1,788
     
270
     
133
     
103
 
                                 
Loss before taxes
   
(54,488
)
   
(13,375
)
   
(165,612
)
   
(43,020
)
Tax (benefit) expense
   
(64
)
   
306
     
337
     
399
 
Net loss
   
(54,424
)
   
(13,681
)
   
(165,949
)
   
(43,419
)
Net loss attributable to non-controlling interest
   
47,701
     
72
     
139,483
     
72
 
Net loss attributable to stockholders
 
$
(6,723
)
 
$
(13,609
)
 
$
(26,466
)
 
$
(43,347
)
                                 
Net loss per share – basic and diluted
 
$
(0.30
)
         
$
(1.34
)
       
                                 
Weighted average number of shares outstanding – basic and diluted
   
22,692,104
             
19,689,568
         
                                 
Other comprehensive loss:
                               
Net loss
 
$
(54,424
)
 
$
(13,681
)
 
$
(165,949
)
 
$
(43,419
)
Unrealized loss on currency translation adjustment
   
143
     
     
143
     
 
Unrealized loss (gain) on available-for-sale investment
   
     
290
     
     
(443
)
Comprehensive loss
   
(54,567
)
   
(13,971
)
   
(166,092
)
   
(42,976
)
Comprehensive loss attributable to non-controlling interest
   
47,825
     
72
     
139,607
     
72
 
Comprehensive loss attributable to stockholders
 
$
(6,742
)
 
$
(13,899
)
 
$
(26,485
)
 
$
(42,904
)

The accompanying notes are an integral part of these condensed consolidated financial statements.

New Fortress Energy LLC
Condensed Consolidated Statements of Changes in Stockholders’ Equity
For the three and nine months ended September 30, 2019 and 2018
(Unaudited, in thousands of U.S. dollars, except share amounts)
 
   
Members’ Capital
   
Class A shares
   
Class B shares
   
Stock
subscription
receivable
     
Accumulated
deficit
     
Accumulated
other
comprehensive
(loss) income
     
Non-
controlling
Interest
     
Total
stockholders’
equity
 
   
Units
   
Amounts
   
Shares
   
Amount
   
Shares
   
Amount
     
Balance as of December 31, 2018
   
67,983,095
   
$
426,741
     
   
$
     
   
$
   
$
   
$
(158,423
)
 
$
(11
)
 
$
14,340
   
$
282,647
 
Activity prior to the IPO and related organizational transactions:
                                                                                       
Net loss
   
     
     
     
     
     
     
     
(7,923
)
   
11
     
(91
)
   
(8,003
)
Effects of the IPO and related organizational transactions:
                                                                                       
Issuance of Class A shares in the IPO, net of underwriting discount and offering costs
   
     
     
20,837,272
     
32,136
     
     
     
     
     
     
235,874
     
268,010
 
Effects of the reorganization transactions
   
(67,983,095
)
   
(426,741
)
   
     
51,092
     
147,058,824
     
     
     
146,420
     
     
229,229
     
 
Activity subsequent to the IPO and related organizational transactions:
                                                                                       
Net loss
   
     
     
     
     
     
     
     
(5,645
)
   
     
(46,644
)
   
(52,289
)
Share-based compensation expense
   
     
     
     
19,037
     
     
     
     
     
     
     
19,037
 
Balance as of March 31, 2019
   
     
     
20,837,272
     
102,265
     
147,058,824
     
     
     
(25,571
)
   
     
432,708
     
509,402
 
Net loss
   
     
     
     
     
     
     
     
(6,186
)
   
     
(45,047
)
   
(51,233
)
Share-based compensation expense
   
     
     
     
8,971
     
     
     
     
     
     
     
8,971
 
Balance as of June 30, 2019
   
     
     
20,837,272
     
111,236
     
147,058,824
     
     
     
(31,757
)
   
     
387,661
     
467,140
 
Net loss
   
     
     
     
     
     
     
     
(6,723
)
   
     
(47,701
)
   
(54,424
)
Other comprehensive loss
   
     
     
     
     
     
     
     
     
(19
)
   
(124
)
   
(143
)
Share-based compensation expense
   
     
     
     
7,825
     
     
     
     
     
     
     
7,825
 
Exchange of NFI Units
   
     
     
2,001,449
     
4,699
     
(2,001,449
)
   
     
     
     
     
(4,699
)
   
 
Issuance of shares for vested RSUs
   
     
     
53,572
     
     
     
     
     
     
     
     
 
Balance as of September 30, 2019
   
   
$
     
22,892,293
   
$
123,760
     
145,057,375
   
$
   
$
   
$
(38,480
)
 
$
(19
)
 
$
335,137
   
$
420,398
 
                                                                                         
Balance as of December 31, 2017
   
65,665,037
   
$
406,591
     
   
$
     
   
$
   
$
(50,000
)
 
$
(80,347
)
 
$
2,666
   
$
   
$
278,910
 
Net loss
   
     
     
     
     
     
     
     
(10,913
)
   
     
     
(10,913
)
Other comprehensive loss
   
     
     
     
     
     
     
     
     
929
     
     
929
 
Capital contributions
   
665,843
     
20,150
     
     
     
     
     
     
     
     
     
20,150
 
Stock subscription receivable
   
1,652,215
     
     
     
     
     
     
50,000
     
     
     
     
50,000
 
Balance as of March 31, 2018
   
67,983,095
     
426,741
     
     
     
     
     
     
(91,260
)
   
3,595
     
     
339,076
 
Net loss
   
     
     
     
     
     
     
     
(18,825
)
   
     
     
(18,825
)
Other comprehensive loss
   
     
     
     
     
     
     
     
     
(196
)
   
     
(196
)
Balance as of June 30, 2018
   
67,983,095
     
426,741
     
     
     
     
     
     
(110,085
)
   
3,399
     
     
320,055
 
Net loss
   
     
     
     
     
     
     
     
(13,609
)
   
     
(72
)
   
(13,681
)
Other comprehensive loss
   
     
     
     
     
     
     
     
     
(290
)
   
     
(290
)
Balance as of September 30, 2018
   
67,983,095
   
$
426,741
     
   
$
     
   
$
   
$
   
$
(123,694
)
 
$
3,109
   
$
(72
)
 
$
306,084
 

The accompanying notes are an integral part of these condensed consolidated financial statements.

New Fortress Energy LLC
Condensed Consolidated Statements of Cash Flows
For the nine months ended September 30, 2019 and 2018
(Unaudited, in thousands of U.S. dollars)

   
Nine Months Ended
September 30,
 
   
2019
   
2018
 
Cash flows from operating activities
           
Net loss
 
$
(165,949
)
 
$
(43,419
)
Adjustments for:
               
Amortization of deferred financing costs
   
4,150
     
1,469
 
Depreciation and amortization
   
6,197
     
2,776
 
Deferred taxes
   
318
     
309
 
Change in value of Investment in equity securities
   
2,127
     
 
Share-based compensation
   
35,833
     
 
Other
   
(209
)
   
808
 
(Increase) Decrease in receivables
   
(8,403
)
   
354
 
(Increase) in inventories
   
(12,666
)
   
(8,002
)
(Increase) in other assets
   
(44,985
)
   
(5,863
)
Increase (Decrease) in accounts payable/accrued liabilities
   
8,807
     
(1,156
)
Increase (Decrease) in amounts due to affiliates
   
3,375
     
(1,330
)
Increase in other liabilities
   
16,644
     
898
 
Net cash used in operating activities
   
(154,761
)
   
(53,156
)
                 
Cash flows from investing activities
               
Capital expenditures
   
(295,635
)
   
(112,861
)
Principal payments received on finance lease, net
   
600
     
726
 
Net cash used in investing activities
   
(295,035
)
   
(112,135
)
                 
Cash flows from financing activities
               
Proceeds from borrowings of debt
   
337,000
     
130,000
 
Payment of deferred financing costs
   
(8,259
)
   
(9,438
)
Repayment of debt
   
(3,750
)
   
(75,920
)
Proceeds from IPO
   
274,948
     
 
Payment of offering costs
   
(6,938
)
   
 
Proceeds from note due to affiliate
   
     
372
 
Capital contributed from Members
   
     
20,150
 
Collection of subscription receivable
   
     
50,000
 
Net cash provided by financing activities
   
593,001
     
115,164
 
                 
Net increase (decrease) in cash, cash equivalents and restricted cash
   
143,205
     
(50,127
)
Cash, cash equivalents and restricted cash – beginning of period
   
100,853
     
118,331
 
Cash, cash equivalents and restricted cash – end of period
 
$
244,058
   
$
68,204
 
                 
Supplemental disclosure of non-cash investing and financing activities:
               
Changes in accrued construction in progress costs and property, plant and equipment
 
$
(51,586
)
 
$
30,879
 

The accompanying notes are an integral part of these condensed consolidated financial statements.

1.
Organization

New Fortress Energy LLC (“NFE,” together with its subsidiaries, the “Company”) is a Delaware limited liability company formed by New Fortress Energy Holdings LLC (“New Fortress Energy Holdings”) on August 6, 2018. The Company is engaged in providing energy and logistical services to end-users worldwide seeking to convert their operating assets from diesel or heavy fuel oil to LNG. The Company currently sources LNG from a combination of its own liquefaction facility in Miami, Florida and purchases on the open market. The Company has liquefaction and regasification operations in the United States and Jamaica.
 
The Company manages, analyzes and reports on its business and results of operations on the basis of one operating segment. The chief operating decision maker makes resource allocation decisions and assesses performance of the delivery of an integrated solution to our customers based on financial information presented on a consolidated basis.
 
2.
Significant accounting policies
 
The principle accounting policies adopted are set out below.
 
(a)
Basis of presentation and principles of consolidation
 
The condensed consolidated financial statements were prepared in accordance with GAAP. The accompanying unaudited interim condensed consolidated financial statements contained herein reflect all normal and recurring adjustments which are, in the opinion of management, necessary to provide a fair statement of the financial position, results of operations and cash flows of the Company for the interim periods presented. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned consolidated subsidiaries. The ownership interest of other investors in consolidated subsidiaries is recorded as a non-controlling interest.  All significant intercompany transactions and balances have been eliminated on consolidation.
 
On February 4, 2019, the Company completed an initial public offering (“IPO”) and a series of other transactions, in which the Company issued and sold 20,000,000 Class A shares at an IPO price of $14.00 per share. The Company’s Class A shares began trading on NASDAQ Global Select Market (“NASDAQ”) under the symbol “NFE” on January 31, 2019. Net proceeds from the IPO were $257.0 million, after deducting underwriting discounts and commissions and transaction costs. These proceeds were contributed to New Fortress Intermediate LLC (“NFI”), an entity formed in conjunction with the IPO, in exchange for 20,000,000 limited liability company units in NFI (“NFI LLC Units”). In addition, New Fortress Energy Holdings contributed all of its interests in consolidated subsidiaries that comprised substantially all of its historical operations to NFI in exchange for NFI LLC Units. In connection with the IPO, New Fortress Energy Holdings also received 147,058,824 Class B shares of the Company, which is equal to the number of NFI LLC Units held by New Fortress Energy Holdings immediately following the IPO. Immediately following the IPO, New Fortress Energy Holdings held a significant interest in NFE through its ownership of 147,058,824 Class B shares, representing a 88.0% voting and non-economic interest. New Fortress Energy Holdings also had an 88.0% economic interest in NFI through its ownership of 147,058,824 of NFI LLC Units. New Fortress Energy Holdings has been determined to be NFE’s predecessor for accounting purposes.
 
On March 1, 2019, the underwriters of the IPO exercised their option to purchase an additional 837,272 Class A shares at the IPO price of $14.00 per share, less underwriting discounts, which resulted in $11.0 million in additional net proceeds after deducting $0.7 million of underwriting discounts and commissions, such that there are 20,837,272 outstanding Class A shares. In connection with the exercise of the underwriters’ option to purchase an additional 837,272 Class A shares, NFE contributed such additional net proceeds to NFI in exchange for 837,272 NFI LLC Units.
 
As of September 30, 2019, NFE has 22,892,293 Class A Shares outstanding, and New Fortress Energy Holdings has an 86.4% economic interest in NFI through ownership of 145,057,375 NFI LLC Units and New Fortress Energy Holdings holds an 86.4% voting interest in NFE.
 
NFE is a holding company whose sole material asset is a controlling equity interest in NFI. As the sole managing member of NFI, NFE operates and controls all of the business and affairs of NFI, and through NFI and its subsidiaries, conducts the Company’s historical business. The contribution of the assets of New Fortress Energy Holdings and net proceeds from the IPO to NFI was treated as a reorganization of entities under common control. As a result, NFE presented the condensed consolidated balances sheets and statements of operations and comprehensive loss of New Fortress Energy Holdings for all periods prior to the IPO. The Company’s financial statements also include a non-controlling interest related to the portion of NFI LLC Units not owned by NFE. Prior to the IPO, NFE had no operations and had no assets or liabilities.
 
(b)
Use of estimates
 
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include relative fair value allocation between revenue and lease components of contracts with customers, total consideration and fair value of identifiable net assets related to acquisitions and fair value of equity awards granted to both employees and non-employees. Management evaluates its estimates and related assumptions regularly. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.
 
(c)
Investment in equity securities
 
The Company holds an investment in equity securities. The investment is carried at fair value with gains or losses recorded in earnings in Other expense, net in the condensed consolidated statements of operations and comprehensive loss. See “Note 8. Investment in equity securities” for more information.
 
(d)
Legal and contingencies
 
The Company may be involved in legal actions in the ordinary course of business, including governmental and administrative investigations, inquiries and proceedings concerning employment, labor, environmental and other claims. The Company will recognize a loss contingency in the condensed consolidated financial statements when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. The Company will disclose any loss contingencies that do not meet both conditions if there is a reasonable possibility that a loss may have been incurred. Gain contingencies are not recorded until they are realized.
 
(e)
Revenue recognition
 
The Company’s primary revenue stream is the sale of LNG or natural gas to its customers, which is presented as Operating revenue in the condensed consolidated statements of operations and comprehensive loss. Natural gas or LNG is delivered either by pipeline into the customer’s power generation facilities or in containers delivered by truck to customer sites, respectively. Revenues from sales delivered by pipeline to a power generation facility are recognized over time under the output method, as the customer takes control of the natural gas. Revenues from sales delivered by truck are recognized at the point in time at which physical possession and the risks and rewards of ownership transfer to the customer, either when the containers are shipped or delivered to the customers’ storage facilities, depending on the terms of the contract. Because the nature, timing and uncertainty of revenues and cash flows are substantially the same under both modes of delivery, the Company has presented Operating revenue on an aggregated basis.
 
The Company has concluded that variable consideration included in these agreements meets the exception for allocating variable consideration. As such, the variable consideration for these contracts is allocated to each distinct unit of LNG or natural gas delivered and recognized when that distinct unit of LNG or natural gas is delivered to the customer.
 
The Company’s contracts with customers to supply natural gas or LNG may contain a lease of equipment. The Company allocates consideration received from customers between lease and non-lease components based on the relative fair value of each component. The fair value of the lease component is estimated based on the market value of the same or similar equipment leased to the customer. The Company estimates the fair value of the non-lease component by forecasting volumes and pricing of gas to be delivered to the customer over the lease term.
 
The leases of certain facilities and equipment to customers are accounted for as direct financing or operating leases. Direct financing leases, net represents the minimum lease payments due, net of unearned revenue. The lease payments are segregated into principal and interest components similar to a loan. Unearned revenue is recognized on an effective interest method over the lease term and included in Other revenue in the condensed consolidated statements of operations and comprehensive loss. The principal components of the lease payment are reflected as a reduction to the net investment in the finance lease. For the Company’s operating leases, the amount allocated to the leasing component is recognized over the lease term as Other revenue in the condensed consolidated statements of operations and comprehensive loss.
 
In addition to the revenue recognized from the leasing components of agreements with customers, Other revenue includes revenue 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 power generation facilities. Revenue for these construction services is recognized over time as the Company transfers control of the asset to the customer, unless the customer is not able to obtain control over the asset under construction until such services are completed, in which case, revenue is recognized when the services are completed and the customer has control of the infrastructure. Such agreements may also include a significant financing component, and the Company recognizes revenue for the interest income component over the term of the financing as Other revenue.
 
Shipping and handling costs are not considered to be separate performance obligations. These costs are expensed in the period in which they are incurred and presented within Cost of sales in the condensed consolidated statements of operations and comprehensive loss. All such shipping and handling activities are performed prior to the customer obtaining control of the LNG or natural gas.
 
The Company collects sales taxes from its customers on sales of taxable products and remits such collections to the appropriate taxing authority. The Company has elected to present sales tax collections in the condensed consolidated statements of operations and comprehensive loss on a net basis and, accordingly, such taxes are excluded from reported revenues.
 
The Company elected the practical expedient under which the Company does not adjust consideration for the effects of a significant financing component for those contracts where the Company expects at contract inception that the period between transferring goods to the customer and receiving payment from the customer will be one year or less.
 
(f)
Share-based compensation
 
In connection with the IPO, the Company adopted the New Fortress Energy LLC 2019 Omnibus Incentive Plan (the “Incentive Plan”), effective as of February 4, 2019. Under the Incentive Plan, the Company may issue options, stock appreciation rights, restricted shares, restricted stock units (“RSUs”), share bonuses or other share-based awards to selected officers, employees, non-employee directors and select non-employees of NFE or its affiliates. The Company accounts for share-based compensation in accordance with Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation, and ASC 505, Equity, which require all share-based payments to employees and members of the board of directors to be recognized as expense in the condensed consolidated financial statements based on their fair values. The Company has elected not to estimate forfeitures of its share-based compensation awards but will recognize the reversal in compensation expense in the period in which the forfeiture occurs. Upon creation of the Incentive Plan, the Company early adopted Accounting Standards Update (“ASU”) 2018-07 (as defined below). See “Note 3(b). Adoption of new and revised standards – New and amended standards adopted by the Company” for additional information related to ASU 2018-07 and “Note 19. Share-based compensation” for additional information related to share-based compensation.
 
(g)
Income taxes
 
In conjunction with the closing of the Company’s IPO, New Fortress Energy Holdings contributed all of its interests in consolidated subsidiaries that comprised substantially all of its historical operations to NFI in exchange for NFI LLC Units. NFE has elected to be taxed as a corporation and is subject to U.S. federal and state income taxes.
 
The Company accounts for income taxes in accordance with ASC 740, “Accounting for Income Taxes” (“ASC 740”), which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected on the Company’s condensed consolidated balance sheets as deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when the Company believes that it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized.
 
ASC 740 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affect amounts reported in the financial statements. The Company has reviewed and will continue to review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based on ongoing analyses of tax laws, regulations and interpretations thereof. To the extent that the Company’s assessment of the conclusions reached regarding uncertain tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made. The Company reports income tax-related interest and penalties relating to uncertain tax positions, if applicable, as a component of income tax expense.
 
(h)
Net loss per share
 
Basic EPS is computed by dividing net loss attributable to Class A shares by the weighted average number of Class A shares outstanding during the period following the reorganization. Class B shares represent non-economic interests in the Company and, as such, earnings are not allocated to Class B shares.
 
Diluted EPS reflects potential dilution and is computed by dividing net loss attributable to Class A shares by the weighted average number of Class A shares outstanding during the period following the reorganization increased by the number of additional Class A shares that would have been outstanding, including NFI LLC Units convertible into Class A shares and unvested RSUs. The dilutive effect of outstanding awards, if any, is reflected in diluted earnings per share by application of the treasury stock method or if-converted method, as applicable. Refer to “Note 18. Earnings per share” for additional information.
 
Please refer to “Note 2. Significant accounting policies,” to our consolidated financial statements from our Annual Report on Form 10-K for the discussion of our significant accounting policies.
 
3.
Adoption of new and revised standards
 
As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflect this election.
 
(a)
New standards, amendments and interpretations issued but not effective for the financial year beginning January 1, 2019:
 
In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheet and making targeted changes to lessor accounting. In October 2019, the FASB voted to approve a proposal to defer the effective date of ASC 2016-02 for certain entities, including emerging growth companies that take advantage of the extended transition period, to fiscal years beginning after December 15, 2020. This proposal would be applicable to the Company. The Company is currently evaluating the impact of adopting this new guidance on its consolidated financial statements and timing of adoption.
 
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Disclosure Framework – Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires financial assets measured at amortized cost basis, including trade receivables, to be presented net of the amount expected to be collected. The measurement of all expected credit losses will be based on historical experience, current conditions, and reasonable and supportable forecasts. In October 2019, the FASB voted to approve a proposal to defer the effective date of ASC 2016-13 for certain entities, including emerging growth companies that take advantage of the extended transition period, to fiscal years beginning after December 15, 2022. This proposal would be applicable to the Company. The Company is currently evaluating the impact of adopting this new guidance on its consolidated financial statements and timing of adoption.
 
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which provides additional guidance to improve the effectiveness of disclosure requirements on fair value measurement. The Company will adopt ASU 2018-13 for the year beginning January 1, 2020 and is currently evaluating the impact of adopting this new guidance on its consolidated financial statements.
 
In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets. A customer’s accounting for the costs of the hosting component of the arrangement is not affected by the new guidance. This ASU is effective for the Company on January 1, 2021, with early adoption permitted. The Company is currently evaluating the impact of adopting this new guidance on its consolidated financial statements and the timing of adoption.
 
(b)
New and amended standards adopted by the Company:
 
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”) which provides a single comprehensive model for recognizing revenue from contracts with customers and supersedes existing revenue recognition guidance. The new standard requires that a company recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. The Company adopted ASC 606 on January 1, 2019 using the modified retrospective method, which required the Company to apply the new revenue standard to (i) all new revenue contracts entered into after January 1, 2019 and (ii) all existing revenue contracts as of January 1, 2019 through a cumulative adjustment to the Company’s retained earnings balance. The adoption of ASC 606 did not have any impact on the Company’s historical retained earnings.
 
In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which makes targeted improvements to the accounting for, and presentation and disclosure of, financial instruments. ASU 2016-01 requires that most equity investments be measured at fair value, with subsequent changes in fair value recognized in net income. ASU 2016-01 does not affect the accounting for investments that would otherwise be consolidated or accounted for under the equity method. The new standard also impacts financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. The Company has adopted this guidance for the year beginning January 1, 2019 by recognizing an immaterial adjustment to beginning retained earnings for the net unrealized gains/losses on equity investments with readily determinable fair values.
 
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which provides guidance on eight specific cash flow issues with an intention to reduce the existing diversity in practice. The Company has adopted this guidance for the year beginning January 1, 2019, and its adoption did not have a material impact on the Company’s condensed consolidated financial statements.
 
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires that statements of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash and restricted cash equivalents. This change is intended to limit the diversity in practice in the treatment of restricted cash in the statement of cash flows. The adoption of this standard resulted in the Company no longer showing the changes in restricted cash balances as a component of cash flows from investing or financing activities but instead including the balances of both current and long-term restricted cash with cash and cash equivalents in total cash, cash equivalents and restricted cash for the beginning and end of the periods presented. The Company has adopted this guidance for the year beginning January 1, 2019.
 
In February 2018, the FASB issued ASU 2018-02, Income Statement: Reporting Comprehensive Income (Topic 220) which allows a reclassification from accumulated other comprehensive income (loss) to retained earnings for tax effects resulting from the comprehensive tax legislation enacted by the U.S. government commonly referred to as the Tax Cuts and Jobs Act. The Company has adopted this guidance for the year beginning January 1, 2019. The Company had no tax impacts recorded in accumulated other comprehensive income (loss) prior to adoption of the standard, and therefore adoption of the standard had no impact on the Company’s condensed consolidated financial statements.
 
In September 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation Improvements to Non-employee Share-Based Payment Accounting (“ASU 2018-07”), which simplifies the accounting for share-based payments granted to non-employees for goods and services. Under ASU 2018-07, most of the guidance on such payments to non-employees will be aligned with the requirements for share-based payments granted to employees. The Company has early adopted ASU 2018-07 upon inception of the Incentive Plan, and its adoption did not have a material impact on the Company’s condensed consolidated financial statements.
 
4.
Revenue from contracts with customers
 
Revenue recognized in the Company’s condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2019 and any associated balances on the condensed consolidated balance sheet as of September 30, 2019 prepared under ASC 606 did not differ materially from what would have been presented under the previous revenue standard. As such, no comparison for the results of operations for the three and nine months ended September 30, 2019 and the financial position as of September 30, 2019 under ASC 606 and ASC 605 has been presented.
 
Under most customer contracts, invoicing occurs once the Company’s performance obligations have been satisfied, at which point payment is unconditional. Receivables related to revenue from contracts with customers totaled $23,724 as of September 30, 2019 and were included in “Receivables, net” on the condensed consolidated balance sheets, net of the allowance for doubtful accounts. Other items included in Receivables, net not related to revenue from contracts with customers represent receivables associated with leases which are accounted for outside the scope of ASC 606.
 
During the nine month period ended September 30, 2019, the Company recognized a contract liability of $8,956. The contract liability balance is comprised of unconditional payments due under the contract with a customer prior to the Company’s satisfaction of the related performance obligations. The performance obligations are expected to be recognized during the next 12 months, and the contract liability is classified within Other current liabilities on the condensed consolidated balance sheets.  During the nine month period ended September 30, 2019, the Company recognized a contract asset of $10,107.  The contract asset is comprised of the transaction price allocated to completed performance obligations that will be billed to customers in subsequent periods, and $110 is presented within Other current assets and $9,997 is presented within Other non-current assets based on the timing of the expected billing to the customer. Contract assets or liabilities have not been previously recognized, and as such, there are no other changes to contract balances within the current period.
 
The Company began to recognize revenue for construction services during the nine months ended September 30, 2019 within Other revenue in the condensed consolidated statements of operations and comprehensive loss. Construction revenue totaled $10,195 and $14,103 for the three and nine months ended September 30, 2019, respectively.  Costs recognized within Cost of sales associated with construction services were $8,974 and $12,527 for the three and nine months ended September 30, 2019, respectively
 
Transaction price allocated to remaining performance obligations
 
Some of the Company’s contracts are short-term in nature with a contract term of less than a year. The Company applied the optional exemption not to disclose any transaction price allocated to unfulfilled performance obligations related to these contracts.
 
The Company has arrangements in which LNG or natural gas is sold on a “take-or-pay” basis whereby the customer is obligated to pay for the minimum guaranteed volumes even if it does not take delivery of them. The price under these agreements is based on a market index plus a fixed margin. The fixed transaction price allocated to the remaining performance obligations under these arrangements is $3,141,216 as of September 30, 2019, representing the fixed margin multiplied by the outstanding minimum guaranteed volumes. The Company expects to recognize this revenue over the following time periods. The pattern of recognition reflects the minimum guaranteed volumes in each period:
 
Period
 
Revenue
 
Remainder 2019
 
$
46,977
 
2020
   
178,027
 
2021
   
169,877
 
2022
   
168,366
 
2023
   
167,635
 
Thereafter
   
2,410,334
 
Total
 
$
3,141,216
 
 
For all other sales contracts that have a term exceeding one year, the Company has elected the practical expedient in ASC 606 under which the Company does not disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. For these excluded contracts, the sources of variability are (a) the fluctuating market index prices of natural gas used to price the contracts, and (b) the variation in volumes that may be delivered to the customer. Both sources of variability are expected to be resolved at or shortly before delivery of each unit of LNG or natural gas. As each unit of LNG or natural gas represents a separate performance obligation, future volumes are wholly unsatisfied.
 
During the nine month period ended September 30, 2019, the Company began to incur costs to fulfill a contract with a significant customer. These costs primarily consist of expenses required to enhance resources to deliver under the agreement with the customer. Such costs are capitalized as incurred within Other non-current assets on the condensed consolidated balance sheets. As of September 30, 2019, the Company has capitalized $6,991, and these costs will be recognized over the expected customer life, beginning when the Company begins to deliver under the contract.
 
5.
Fair value
 
Fair value measurements and disclosures require the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:
 
Level 1 – observable inputs such as quoted prices in active markets for identical assets or liabilities.
 
Level 2 – inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs.
 
Level 3 – unobservable inputs for which there is little or no market data and which require the Company to develop its own assumptions about how market participants price the asset or liability.
 
The valuation techniques that may be used to measure fair value are as follows:
 
Market approach – uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
 
Income approach – uses valuation techniques, such as discounted cash flow technique, to convert future amounts to a single present amount based on current market expectations about those future amounts.
 
Cost approach – based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).
 
The following table presents the Company’s financial assets and financial liabilities that are measured at fair value as of September 30, 2019:
 
   
September 30, 2019
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Valuation technique
Assets
                             
Cash and cash equivalents
 
$
178,187
   
$
   
$
   
$
178,187
 
Market approach
Restricted cash
   
65,871
     
     
     
65,871
 
Market approach
Investment in equity securities
   
1,529
     
     
     
1,529
 
Market approach
Total
 
$
245,587
   
$
   
$
   
$
245,587
   
Liabilities
                               
Derivative liability(1)
 
$
   
$
   
$
9,729
   
$
9,729
 
Income approach
Equity agreement(2)
   
     
     
16,904
     
16,904
 
Income approach
Total
 
$
   
$
   
$
26,633
   
$
26,633
   


(1)
Consideration due to the sellers of Shannon LNG (as defined in “Note 11. Intangible Assets” below) once first gas is supplied from the terminal to be built.
(2)
To be paid in shares at the earlier of agreed-upon date in 2020 or the commencement of significant construction activities specified in the Shannon LNG Agreement.
 
The following table presents the Company’s financial assets and financial liabilities that are measured at fair value as of December 31, 2018:
 
   
December 31, 2018
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Valuation technique
Assets
                       
Cash and cash equivalents
 
$
78,301
   
$
   
$
   
$
78,301
 
Market approach
Restricted cash
   
22,552
     
     
     
22,552
 
Market approach
Investment in equity securities
   
3,656
     
     
     
3,656
 
Market approach
Total
 
$
104,509
   
$
   
$
   
$
104,509
 
Liabilities
                               
Derivative liability
 
$
   
$
   
$
9,835
   
$
9,835
 
Income approach
Equity agreement
           
     
16,924
     
16,924
 
Income approach
Total
 
$
   
$
   
$
26,759
   
$
26,759
   
 
The Company estimates fair value of the derivative liability and equity agreement using a discounted cash flows method with discount rates based on the average yield curve for bonds with similar credit ratings and matching terms to the discount periods as well as a probability of the contingent event occurring. The Company recorded a total loss from fair value adjustment on the derivative liability and equity agreement of $1,144 and $988 within Other expense, net in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2019, respectively. During the three and nine months ended September 30, 2019, the Company had no settlements of the equity agreement or derivative liability or any transfers in or out of Level 3 in the fair value hierarchy.
 
The Company estimates fair value of outstanding debt using a discounted cash flow method based on current market interest rates for debt issuances with similar remaining years to maturity and adjusted for credit risk. The Company has estimated that the carrying value each of the New Term Loan Facility, Senior Secured Bonds, and Senior Unsecured Bonds (all defined below in “Note 15. Debt”) approximate fair value. The fair value estimate is classified as Level 3 in the fair value hierarchy.
 
6.
Restricted cash
 
As of September 30, 2019 and December 31, 2018, restricted cash consisted of the following:
 
   
September 30,
2019
   
December 31,
2018
 
Collateral for performance under customer agreements
 
$
15,141
   
$
15,095
 
Collateral for LNG purchases
   
35,000
     
927
 
Collateral for letters of credit and performance bonds
   
7,140
     
6,238
 
Debt service reserve account
   
8,299
     
 
Other restricted cash
   
291
     
292
 
Total restricted cash
 
$
65,871
   
$
22,552
 
Current restricted cash
 
$
22,011
   
$
30
 
Non-current restricted cash
   
43,860
     
22,522
 
 
7.
Inventory
 
As of September 30, 2019 and December 31, 2018, inventory consisted of the following:
 
   
September 30,
2019
   
December 31,
2018
 
LNG and natural gas inventory
 
$
27,879
   
$
15,611
 
Materials, supplies and other
   
746
     
348
 
Total
 
$
28,625
   
$
15,959
 
 
Inventory is adjusted to the lower of cost or net realizable value each quarter. Changes in the value of inventory are recorded within Cost of sales in the condensed consolidated statements of operations and comprehensive loss, and the Company recorded an adjustment to the value of inventory of $251 during both the three and nine months ended September 30, 2019. No adjustments were recorded during the three and nine months ended September 30, 2018.
 
8.
Investment in equity securities
 
The Company has invested in equity securities of an international oil and gas drilling contractor. The following tables present the number of shares, cost and fair value of the investment:
 
   
September 30, 2019
 
   
Number of
Shares
   
Cost
   
Fair value
 
   
(in thousands of U.S. dollars except shares)
 
Investment in equity securities(1)
   
295,256
   
$
3,667
   
$
1,529
 

   
December 31, 2018
 
   
Number of
Shares
   
Cost
   
Fair value
 
   
(in thousands of U.S. dollars except shares)
 
Investment in equity securities
   
1,476,280
   
$
3,667
   
$
3,656
 


(1)
During the nine months ended September 30, 2019, the investee effected a 5-for-1 reverse stock split.
 
The movement of the equity investment during the nine months ended September 30, 2019 is summarized below:
 
   
September 30,
2019
 
Beginning of period
 
$
3,656
 
Unrealized gain/(loss)
   
(2,127
)
End of period
 
$
1,529
 
 
The unrealized loss of $1,325 and $2,127 for the three and nine months ended September 30, 2019, respectively is included within Other expense, net in the condensed consolidated statements of operations and comprehensive loss.
 
9.
Construction in progress
 
The Company’s construction in progress activity during the nine months ended September 30, 2019 is detailed below:
 
   
September 30,
2019
 
Balance at beginning of period
 
$
254,700
 
Additions
   
241,550
 
Transferred to property, plant and equipment, net (Note 10)
   
(101,734
)
Balance at end of period
 
$
394,516
 
 
Interest expense of $7,269 and $236 was capitalized for the three months ended September 30, 2019 and 2018, respectively, inclusive of amortized debt issuance costs disclosed in “Note 15. Debt.” Interest expense of $16,380 and $236 was capitalized for the nine months ended September 30, 2019 and 2018, respectively, inclusive of amortized debt issuance costs disclosed in “Note 15. Debt.”
 
10.
Property, plant and equipment, net
 
As of September 30, 2019 and December 31, 2018 the Company’s property, plant and equipment, net consisted of the following:
 
   
September 30,
2019
   
December 31,
2018
 
LNG liquefaction facilities
 
$
67,532
   
$
65,631
 
Gas terminals
   
52,132
     
 
Gas pipelines
   
11,370
     
 
ISO containers and other equipment
   
50,532
     
15,873
 
Land
   
16,537
     
12,779
 
Leasehold improvements
   
8,054
     
7,229
 
Vehicles
   
1,329
     
1,178
 
Computer equipment
   
880
     
741
 
Accumulated depreciation
   
(14,789
)
   
(9,391
)
Total property, plant and equipment, net
 
$
193,577
   
$
94,040
 
 
Depreciation for the three months ended September 30, 2019 and 2018 totaled $1,837 and $1,009, respectively, of which $161 and $179 is respectively included within Cost of sales in the condensed consolidated statements of operations and comprehensive loss. Depreciation for the nine months ended September 30, 2019 and 2018 totaled $5,400 and $2,776, respectively, of which $466 and $518 is respectively included within Cost of sales in the condensed consolidated statements of operations and comprehensive loss.
 
11.
Intangible assets
 
On November 9, 2018, the Company entered into an agreement to acquire the entire issued share capital of Shannon LNG Limited and Shannon LNG Energy Limited (together, “Shannon LNG”). Shannon LNG was previously formed to construct and operate a terminal, pipeline and related infrastructure in order to deliver natural gas to downstream customers in Ireland. In connection with the acquisition, the Company recognized intangible assets related to favorable lease agreements and permits.
 
The following table summarizes the composition of intangible assets as of September 30, 2019 and December 31, 2018:
 
   
September 30, 2019
   
Gross Carrying
Amount
   
Accumulated
Amortization
   
Net Carrying
Amount
 
Useful Life
Shannon LNG leases and permits
 
$
41,624
   
$
931
   
$
40,693
 
40 to 91
Total intangible assets
 
$
41,624
   
$
931
   
$
40,693
   

   
December 31, 2018
   
Gross Carrying
Amount
   
Accumulated
Amortization
   
Net Carrying
Amount
 
Useful Life
Shannon LNG leases and permits
 
$
43,191
   
$
134
   
$
43,057
 
40 to 91
Total intangible assets
 
$
43,191
   
$
134
   
$
43,057
   
 
As of September 30, 2019, the weighted-average remaining amortization periods for the intangible assets is 39.38 years. Amortization for the three and nine months ended September 30, 2019 totaled $254 and $797, respectively.
 
12.
Finance leases, net
 
The Company placed its storage and regasification LNG terminal in Montego Bay, Jamaica into service on October 30, 2016, which has been accounted for as a direct finance lease. In addition, the Company has also entered into other arrangements to lease equipment to customers which are accounted for as direct finance leases. The components of the direct finance leases as of September 30, 2019 and December 31, 2018 are as follows:
 
   
September 30,
2019
   
December 31,
2018
 
Finance leases
 
$
294,922
   
$
306,832
 
Unearned income
   
(202,430
)
   
(213,682
)
Total finance leases, net
 
$
92,492
   
$
93,150
 
Current portion
 
$
1,045
   
$
943
 
Non-current
   
91,447
     
92,207
 

Receivables related to the Company’s direct finance leases are primarily with a public utility that generates consistent cash flow. Therefore, the Company does not expect a material impact to the results of operations or financial position due to nonperformance from such counterparty.
 
13.
Other non-current assets
 
As of September 30, 2019 and December 31, 2018, other non-current assets consisted of the following:
 
   
September 30,
2019
   
December 31,
2018
 
Port access rights
 
$
11,977
   
$
12,671
 
Initial lease costs
   
9,753
     
9,200
 
Nonrefundable deposit
   
16,445
     
10,810
 
Upfront payments to customers
   
6,267
     
 
Contract asset (Note 4)
   
9,997
     
 
Cost to fulfill (Note 4)
   
6,991
     
 
Other
   
3,865
     
2,574
 
Total other non-current assets
 
$
65,295
   
$
35,255
 
 
Port access rights related to the Company’s port lease in Baja California Sur, Mexico, represent capitalized initial direct costs of entering the lease and are amortized straight-line over the lease term as additional rent expense. Initial lease costs represent capitalized payments made to previous lessees to secure the Company’s port lease in San Juan, Puerto Rico, and are also amortized straight-line over the lease term. Nonrefundable deposits are primarily related to deposits for planned land purchases in Pennsylvania and Ireland.
 
Upfront payments to customers consist of amounts the Company has paid in relation to two natural gas sales contracts with customers. Under these agreements, the Company has made payments of $5,000 and is obligated to make an additional payment of $1,350 to the customers in order to construct fuel-delivery infrastructure that the customers will own.
 
14.
Accrued liabilities
 
As of September 30, 2019 and December 31, 2018 accrued liabilities consisted of the following:
 
   
September 30,
2019
   
December 31,
2018
 
Accrued construction costs
 
$
24,865
   
$
41,343
 
Accrued IPO costs
   
     
5,296
 
Accrued bonuses
   
9,896
     
12,582
 
Other accrued expenses
   
16,035
     
8,291
 
Total
 
$
50,796
   
$
67,512
 
 
15.
Debt
 
As of September 30, 2019 and December 31, 2018, debt consisted of the following:
 
   
September 30,
2019
   
December 31,
2018
 
New Term Loan Facility, due December 2019
 
$
492,762
   
$
272,192
 
Senior Secured Bonds, due September 2034
   
70,914
     
 
Senior Unsecured Bonds, due September 2036
   
42,250
     
 
Total debt
 
$
605,926
   
$
272,192
 
Current portion of debt
 
$
492,762
   
$
272,192
 
Non-current portion of debt
   
113,164
     
 
 
New Term Loan Facility
 
On August 16, 2018, the Company entered into a Term Loan Facility (the “Term Loan Facility”). On December 31, 2018, the Company amended its previous Term Loan Facility to borrow up to an aggregate principal amount of $500,000 (the “New Term Loan Facility”) from a syndicate of two lenders. The Company initially borrowed $280,000 under the New Term Loan Facility. On March 21, 2019, the Company drew an additional $220,000 under the New Term Loan Facility, bringing the Company’s total outstanding borrowings to $500,000 under the New Term Loan Facility.
 
All borrowings under the New Term Loan Facility bear interest at a rate selected by the Company of either (i) the LIBOR divided by one minus the applicable reserve requirement plus a spread of 4.0% or (ii) subject to a floor of 1.0%, a Base Rate equal to the higher of (a) the Prime Rate, (b) the Federal Funds Rate plus 1⁄2 of 1.0% or (c) the 1-month LIBOR rate plus 1.0% plus a spread of 3.0%. The New Term Loan Facility is set to mature on December 31, 2019 and is repayable in quarterly installments of $1,250, with a balloon payment due at maturity. The Company has the option to extend the maturity date for two additional six-month periods; upon the exercise of each extension option, the spread on LIBOR and Base Rate increases by 0.5%. To exercise the extension option, the Company must pay a fee equal to 1.0% of the outstanding principal balance at the time of the exercise of the option.
 
The New Term Loan Facility is secured by mortgages on certain properties owned by the Company’s subsidiaries, in addition to other collateral. The New Term Loan Facility was amended in the third quarter of 2019 to allow certain properties of a consolidated subsidiary to secure the South Power Senior Secured Bonds (defined below).

The Company is required to comply with certain financial covenants and other restrictive covenants customary for facilities of this type, including restrictions on indebtedness, liens, acquisitions and investments, restricted payments and dispositions. The New Term Loan Facility also provides for customary events of default, prepayment and cure provisions.

The Company paid $4,400 of additional fees in connection with the $220,000 draw on the New Term Loan Facility. These fees were capitalized as a reduction to the New Term Loan Facility on the condensed consolidated balance sheets. The total unamortized deferred financing costs as of September 30, 2019 was $3,488.
 
South Power Bonds
 
On September 2, 2019, NFE South Power Holdings Limited (“South Power”), a consolidated subsidiary of the Company, entered into a facility for the issuance of secured and unsecured bonds (the “Senior Secured Bonds” and “Senior Unsecured Bonds”, respectively) and subsequently issued $73,317 and $43,683 in Senior Secured Bonds and Senior Unsecured Bonds, respectively.  The Senior Secured Bonds are secured by the dual-fired combined heat and power facility in Clarendon, Jamaica (the “CHP Plant”) that is currently under construction and related receivables and assets, and the proceeds will be used to fund the completion of the CHP Plant and to reimburse shareholder advances. Upon completion of construction of the CHP Plant, which is currently expected in the fourth quarter of 2019, and the satisfaction of certain related conditions, South Power has the ability to issue an additional $63,000 in Senior Secured Bonds.
 
The Senior Secured Bonds bear interest at an annual fixed rate of 8.25% and will mature 15 years from the closing date of each tranche.  No principal payments will be due for the first seven years.  After seven years, quarterly principal payments of approximately 1.6% of the original principal amount will be due, with a 50% balloon payment due upon maturity.  Interest payments on outstanding principal balances will be due quarterly.
 
The Senior Unsecured Bonds will bear interest at an annual fixed rate of 11.00% and will mature 17 years from the closing date.  No principal payments will be due until 2028.  Beginning in 2028, principal payments will be due quarterly on an escalating schedule.  Interest payments on outstanding principal balances will be due quarterly.
 
South Power will be required to comply with certain financial covenants as well as customary affirmative and negative covenants, including limitations on incurring additional indebtedness.  The facility also provides for customary events of default, prepayment and cure provisions.
 
The Company paid approximately $3,859 of fees in connection with the issuance of Senior Secured Bonds and Senior Unsecured Bonds.  These fees were capitalized on a pro-rata basis as a reduction of the Senior Secured Bonds and Senior Unsecured Bonds on the condensed consolidated balance sheets.  The total unamortized deferred financing costs as of September 30, 2019 was $3,836.
 
Interest expense
 
Interest and related amortization of debt issuance costs recognized during major development and construction projects are capitalized and included in the cost of the project. Interest expense, net of amounts capitalized, recognized for the three and nine months ended September 30, 2019 and 2018 consisted of the following:
 
   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
   
2019
   
2018
   
2019
   
2018
 
Interest costs:
                       
Interest per contractual rates
 
$
8,731
   
$
2,315
   
$
22,094
   
$
5,181
 
Amortization of debt issuance costs
   
3,512
     
1,104
     
8,743
     
1,444
 
Total interest costs
   
12,243
     
3,419
     
30,837
     
6,625
 
Capitalized interest
   
7,269
     
236
     
16,380
     
236
 
Total interest expense
 
$
4,974
   
$
3,183
   
$
14,457
   
$
6,389
 

  
Under the terms of the facility, South Power is required to maintain a Debt Service Reserve Account (as defined in the facility) in the amount of $8,299.  Such amount is included as a component of Restricted cash on the Company’s condensed consolidated balance sheets (see Note 6).
 
16.
Income taxes
 
In connection with the IPO, NFE contributed the net proceeds from the IPO to NFI in exchange for NFI LLC Units, and NFE became the managing member of NFI. NFI is a limited liability company that is treated as a partnership for U.S. federal income tax purposes and for most applicable state and local income tax purposes. As a partnership, NFI is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by NFI is passed through to and included in the taxable income or loss of its members, including NFE, on a pro rata basis, subject to applicable tax regulations. NFE is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its allocable share of any taxable income or loss of NFI. Additionally, NFI and its subsidiaries are subject to income taxes in the various foreign jurisdictions in which they operate.
 
In connection with the IPO, NFE recorded a deferred tax asset related to the differential between its outside basis in its investment in NFI and NFE’s share of the basis of the assets of NFI, which was $44,473 at February 4, 2019.
 
The Company records a valuation allowance against its deferred tax assets to reduce the net carrying value to an amount that it believes is more likely than not to be realized. As of September 30, 2019, the Company concluded, based on the weight of all available positive and negative evidence, those deferred tax assets recorded as part of the IPO are not more likely than not to be realized and accordingly, a full valuation allowance has been recorded on this deferred tax asset as of September 30, 2019.
 
Jamaica
 
NFI’s subsidiaries incorporated in Jamaica are subject to income tax which is computed at 25% of the relevant subsidiaries’ results for the year, adjusted for tax purposes.
 
Bermuda
 
NFI has subsidiaries incorporated in Bermuda. Under current Bermuda law, the Company is not required to pay taxes in Bermuda on either income or capital gains. The Company has received an undertaking from the Bermuda government that, in the event of income or capital gain taxes being imposed, it will be exempted from such taxes until 2035.
 
Ireland
 
NFI acquired Shannon LNG on November 9, 2018. The Shannon LNG entities are incorporated in Ireland and had net operating loss carryforwards of approximately $41,416 through December 31, 2018. These losses were evaluated to determine if any would be subject to a limitation resulting from the acquisition. The Company concluded, based on the weight of all available positive and negative evidence, those deferred tax assets relating to the net operating loss carryforwards are not more likely than not to be realized and accordingly, a full valuation allowance has been recorded on these deferred tax assets as of September 30, 2019.
 
Puerto Rico
 
NFI has subsidiaries incorporated in Puerto Rico that are treated as controlled foreign corporations for U.S. federal income tax purposes. These entities have been in a cumulative loss position since inception, and a full valuation allowance has been recorded against the deferred tax assets related to those losses as of September 30, 2019.
 
Total Operations
 
The effective tax rate for the three and nine months ended September 30, 2019 was 0.12% and (0.20)% respectively, compared to (2.29)% and (0.93)% for the three and nine months ended September 30, 2018, respectively. The total tax expense/(benefit) for the three and nine months ended September 30, 2019 was $(64) and $337, compared to $306 and $399 for the three and nine months ended September 30, 2018.
 
The Company has not recorded a liability for uncertain tax positions as of September 30, 2019. The Company remains subject to periodic audits and reviews by the taxing authorities, and NFE’s returns since its formation remain open for examination.
 
17.
Commitments and contingencies
 
Contingencies
 
During 2017, the Company paid $1,204 of tangible personal property tax levied in the State of Florida with respect to the Company’s LNG plant in Hialeah, Florida and subsequently initiated legal proceedings to challenge the tax amount for a full or partial rebate. The Company successfully challenged the tax amount and received a full rebate. The State of Florida has appealed the determination and the Company repaid the rebate amount in order to avoid penalties and charges while the appeal is under consideration. Additionally, in 2018, the Company paid $1,033 of tangible personal property taxes to the State of Florida with respect to the same LNG plant. The Company initiated legal proceedings to challenge the tax amount for a partial rebate and received a rebate of approximately $140. The State of Florida has appealed the determination, and the Company repaid the rebate amount to avoid penalties and charges while the appeal is under consideration.
 
As of the date at which these condensed consolidated financial statements were issued, the appeals have not been concluded. Should the State of Florida lose the appeals the Company expects a refund which will be recognized as a gain contingency in earnings when the cash is received.
 
18.
Earnings per share
 
   
Three Months Ended
September 30, 2019
   
Nine Months Ended
September 30, 2019
 
Numerator:
           
Net loss
 
$
(54,424
)
 
$
(165,949
)
Less: net loss attributable to non-controlling interests
   
47,701
     
139,483
 
Net loss attributable to Class A shares
 
$
(6,723
)
 
$
(26,466
)
Denominator:
               
Weighted-average shares – basic and diluted
   
22,692,104
     
19,689,568
 
Net loss per share – basic and diluted
 
$
(0.30
)
 
$
(1.34
)
 
In connection with the IPO, New Fortress Energy Holdings, the Company’s predecessor, effected a one-for-2.16 stock split of its issued and outstanding common shares, resulting in 147,058,824 common shares. Upon the reorganization, New Fortress Energy Holdings obtained the same number of Class B shares in NFE. Class B shares do not share in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted net loss per share for Class B shares under the two-class method has not been presented.
 
The following table presents potentially dilutive securities excluded from the computation of diluted net loss per share for the periods presented because its effects would have been anti-dilutive.
 
   
September 30,
2019
 
Unvested RSUs(1)
   
3,875,081
 
Class B shares(2)
   
145,057,375
 
Shannon Equity Agreement shares(3)
   
932,914
 
Total
   
149,865,370
 


(1)
Represents the number of instruments outstanding at the end of the period.
(2)
Class B shares at the end of the period are considered potentially dilutive Class A shares.
(3)
Class A shares that would be issued in relation to the Shannon LNG Equity agreement.
 
19.
Share-based compensation
 
During the nine months ended September 30, 2019, the Company granted RSUs to select officers, employees, non-employee members of the board of directors, and select non-employees under the Incentive Plan.
 
The Company estimates the fair value of RSUs on the grant date based on the closing price of the underlying shares on the grant date and other fair value adjustments to account for a post-vesting holding period. These fair value adjustments were estimated based on the Finnerty model.
 
The following table summarizes the RSU activity for the nine months ended September 30, 2019:
 
   
Restricted
Stock Units
   
Weighted-
average grant
date fair value
per share
 
Non-vested RSUs as of December 31, 2018
   
   
$
 
Granted
   
5,404,823
     
13.48
 
Vested and shares issued
   
(1,284,383
)
   
13.53
 
Forfeited
   
(245,359
)
   
13.51
 
Non-vested RSUs as of September 30, 2019
   
3,875,081
   
$
13.46
 
 
During the nine months ended September 30, 2019, the Company recognized a compensation expense of $36,075 of which $35,483 and $592 are recorded in Selling, general and administrative and Operations and maintenance, respectively. During the three months ended September 30, 2019, the Company recognized a compensation expense of $8,067, of which $7,804 and $263 are recorded in Selling, general and administrative and Operations and maintenance, respectively. The Company recognizes the income tax benefits resulting from vesting of RSUs in the period they vest, to the extent the compensation expense has been recognized.
 
For the nine months ended September 30, 2019, cumulative compensation expense recognized for forfeited awards of $249 was reversed.
 
As of September 30, 2019, the Company had 3,875,081 non-vested RSUs subject to service conditions and therefore had unrecognized compensation costs of approximately $33,419. The non-vested RSUs will vest over a period from ten months to three years following the grant date. The weighted-average remaining vesting period of non-vested RSUs totaled 1.27 years as of September 30, 2019.
 
20.
Leases, as lessee
 
During the three months ended September 30, 2019 and 2018, the Company recognized rental expense for all operating leases of $10,947 and $5,536, respectively. During the nine months ended September 30, 2019 and 2018, the Company recognized rental expense for all operating leases of $28,323 and $16,831, respectively. These operating leases were related primarily to LNG vessel time charters, office space, a land site lease and marine port berth leases as detailed in the table below.
 
Lease
 
Term
 
Rent Escalation
Land site lease(1)
 
5 year initial term; 5 year renewal option
 
2.5% per annum
Marine port berth lease
 
10 year initial term; annual renewal option for up to 10 years
 
15% after year 5
Marine port berth lease
 
20 year initial term; no renewal option
 
No escalation
Marine port berth lease
 
25 year initial term; 20 year renewal option
 
No escalation
LNG vessel time charter
 
24 month initial term; 3 month renewal option
 
No escalation
LNG vessel time charter
 
7 year initial term; no renewal option
 
2% per annum after year 3
LNG vessel time charter
 
15 year initial term; non-cancellable for the first 3 years; 5 year renewal option
 
No escalation
LNG vessel time charter
 
3 year initial term; no renewal option
 
No escalation
Office space lease
 
7 year initial term; two 5-year renewal options
 
3% per annum
Office space lease
 
1 year renewal option
 
5% per annum


(1)
Refer to “Note 21. Related party transactions” for additional detail.
 
21.
Related party transactions
 
Management and administrative services
 
In the ordinary course of business, Fortress Investment Group LLC (“Fortress”), through affiliated entities, has historically charged the Company for administrative and general expenses incurred pursuant to its Management Services Agreement (“Management Agreement”). Upon completion of the IPO, the Management Agreement was terminated and replaced by an Administrative Services Agreement (“Administrative Agreement”) to charge the Company for similar administrative and general expenses. The charges under the Management Agreement and Administrative Agreement that are attributable to the Company totaled $1,952 and $1,004 for the three months ended September 30, 2019 and 2018, respectively and $6,472 and $2,235 for the nine months ended September 30, 2019 and 2018, respectively.  Costs associated with the Management Agreement and Administrative Agreement are included within Selling, general and administrative in the condensed consolidated statements of operations and comprehensive loss.
 
In addition to management and administrative services, an affiliate of Fortress owns and leases an aircraft chartered by the Company for business purposes in the course of operations. The Company incurred, at aircraft operator market rates, charter costs of $1,306 and $314 for the three months ended September 30, 2019 and 2018, respectively and charter costs of $2,931 and $905 for the nine months ended September 30, 2019 and 2018, respectively.
 
As of September 30, 2019 and December 31, 2018, $7,045 and $3,579 were due to Fortress, respectively.
 
Land and office lease
 
The Company has historically leased land and office space from Florida East Coast Industries, LLC (“FECI”), an affiliate of the Company. In April 2019, FECI sold the office building to a non-affiliate, and as such, the lease of the office space is now no longer held with a related party. The expense for the land during the three months ended September 30, 2019 and 2018 totaled $76 and $71, respectively, which is included in Operations and maintenance. The expense for the period that the land and building was owned by a related party during the nine months ended September 30, 2019 and 2018 totaled $834 and $188, respectively, of which $386 and $0 was capitalized to Construction in progress, $223 and $0 related to the office lease and ancillary services is included in Selling, general and administrative, and $225 and $71 related to the land lease is included within Operations and maintenance, respectively in the condensed consolidated statements of operations and comprehensive loss. As of September 30, 2019 and December 31, 2018, $0 and $597 were due to FECI, respectively.
 
DevTech Investment
 
In August 2018, the Company entered into a consulting arrangement with DevTech Environment Limited (“DevTech”), to provide business development services to increase the customer base of the Company. DevTech also contributed cash consideration in exchange for a 10% interest in a consolidated subsidiary. The 10% interest is reflected as non-controlling interest in the Company’s condensed consolidated financial statements. DevTech also purchased 10% of a note payable due to an affiliate of the Company. As of September 30, 2019 and December 31, 2018, $1,073 and $755 was owed to DevTech on the note payable, respectively. The outstanding note payable due to DevTech is included in Other long-term liabilities on the condensed consolidated balance sheet as of September 30, 2019. For the three and nine months ended September 30, 2019, interest expense on the note payable due to DevTech was $25 and $71, respectively. As of September 30, 2019 and December 31, 2018, $665 and $365 was due from DevTech, respectively.
 
Fortress affiliated entities
 
Since 2017, the Company has provided certain administrative services to related parties including Fortress Energy Partners that is billed on a yearly basis. As of September 30, 2019 and December 31, 2018, $601 and $525 were due from affiliates, respectively. There are no costs incurred by the Company as it is fully reimbursed, and there is currently a receivable outstanding. Additionally, Fortress affiliated entities provide certain administrative services to the Company. As of September 30, 2019 and December 31, 2018, $811 and $305 were due to Fortress affiliates, respectively.
 
Due to/from Affiliates
 
The tables below summarizes the balances outstanding with affiliates at September 30, 2019 and December 31, 2018:
 
   
September 30,
2019
   
December 31,
2018
 
Amounts due to affiliates
 
$
7,856
   
$
4,481
 
Amounts due from affiliates
   
1,266
     
890
 
 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
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.
 
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, 2018 (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 and nine months ended September 30, 2019 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. Unless otherwise indicated, dollar amounts are presented in thousands.
 
Overview
 
We are engaged in providing energy and logistical services to end-users worldwide seeking to convert their operating assets from diesel or heavy fuel oil to liquefied natural gas (“LNG”). The Company currently has liquefaction and regasification operations in the United States and Jamaica. We currently source LNG from a combination of our own liquefaction facility in Miami, Florida and purchases from third party suppliers. We are developing the infrastructure necessary to supply all of our existing and future customers with LNG produced primarily at our own facilities. We expect that control of our vertical supply chain, from liquefaction 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 reflects production at our own facilities, reinforcing our competitive standing in the LNG market. Our strategy is simple: we seek to manufacture our own LNG at attractive prices, using fixed-price feedstock, 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, take-or-pay contracts with Jamaica Public Service Company Limited (“JPS”), the sole public utility in Jamaica, South Jamaica Power Company Limited (“JPC”), an affiliate of JPS, and Jamalco, a joint venture between General Alumina Jamaica Limited (“GAJ”), a subsidiary of Noble Group, and Clarendon Alumina Production Limited, an entity minority-owned by the Government of Jamaica, with a focus on bauxite mining and alumina production in Jamaica (“Jamalco”), each of which is described in more detail below. Certain assets built to service JPS and JPC have, and the assets built to service Jamalco will have, capacity to service other customers. We currently procure our LNG either by purchasing it under a multi-cargo contract from a supplier or by manufacturing it in our natural gas liquefaction, storage and production facility located in Miami-Dade County, Florida (the “Miami Facility”). In the future, we intend 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” and, together with the Miami Facility, the “Liquefaction Facilities”).
 
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 gas to JPS to fuel the 145MW Bogue Power Plant in Montego Bay, Jamaica. The Montego Bay Terminal commenced commercial operations in October 2016 and can store approximately two million gallons of LNG in seven storage tanks. The Montego Bay Terminal also consists of an ISO loading facility that can transport LNG to all of our industrial and manufacturing (“small-scale”) customers across the island. The small-scale business provides their users with an alternative fuel to support their business operations and limit reliance on monopolistic utilities.
 
Miami Facility
 
Our Miami Facility began operations in April 2016. This facility enables us to produce LNG for our customers and reduces our dependence on other suppliers for LNG. The Miami Facility is the first plant to successfully export domestically produced LNG from the lower 48 states to a non-FTA country and it employs one of the largest ISO container fleets in the world. The Miami Facility provides LNG to small-scale customers in southern Florida including Florida East Coast Railway via our train loading facility and other customers throughout the Caribbean using ISO containers.
 
Old Harbour Terminal
 
Our marine LNG storage and regasification terminal in Old Harbour, Jamaica (the “Old Harbour Terminal”) commenced commercial operations during the second quarter of 2019 and is capable of processing approximately six million gallons of LNG (500,000 MMBtu) per day. The Old Harbour Terminal supplies gas to the new 190MW Old Harbour power plant (the “Old Harbour Power Plant”) operated by JPC. The Old Harbour Power Plant is substantially complete and is expected to be fully operational during the fourth quarter of 2019.
 
Results of Operations – Three and Nine Months Ended September 30, 2019 compared to Three and Nine Months Ended September 30, 2018
 
   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
   
2019
   
2018
   
Change
   
2019
   
2018
   
Change
 
Revenues
                                   
Operating revenue
 
$
35,345
   
$
24,629
   
$
10,716
   
$
93,221
   
$
69,545
   
$
23,676
 
Other revenue
   
14,311
     
3,795
     
10,516
     
26,152
     
11,387
     
14,765
 
Total revenues
   
49,656
     
28,424
     
21,232
     
119,373
     
80,932
     
38,441
 
Operating expenses
                                               
Cost of sales
   
45,832
     
22,094
     
23,738
     
123,224
     
68,625
     
54,599
 
Operations and maintenance
   
8,707
     
1,999
     
6,708
     
18,609
     
5,750
     
12,859
 
Selling, general and administrative
   
40,913
     
13,423
     
27,490
     
122,831
     
40,827
     
82,004
 
Depreciation and amortization
   
1,930
     
830
     
1,100
     
5,731
     
2,258
     
3,473
 
Total operating expenses
   
97,382
     
38,346
     
59,036
     
270,395
     
117,460
     
152,935
 
Operating loss
   
(47,726
)
   
(9,922
)
   
(37,804
)
   
(151,022
)
   
(36,528
)
   
(114,494
)
Interest expense
   
4,974
     
3,183
     
1,791
     
14,457
     
6,389
     
8,068
 
Other expense, net
   
1,788
     
270
     
1,518
     
133
     
103
     
30
 
Loss before taxes
   
(54,488
)
   
(13,375
)
   
(41,113
)
   
(165,612
)
   
(43,020
)
   
(122,592
)
Tax expense (benefit)
   
(64
)
   
306
     
(370
)
   
337
     
399
     
(62
)
Net loss
 
$
(54,424
)
 
$
( 13,681
)
 
$
(40,743
)
 
$
(165,949
)
 
$
(43,419
)
 
$
(122,530
)
 
Revenues
 
Operating revenue from LNG and natural gas sales increased by $10,716 and $23,676 for the three and nine months ended September 30, 2019, respectively. The increases in both the three and nine month periods were primarily driven by the commissioning of the Old Harbour Terminal and increases in volumes sold to small-scale customers. During the second quarter of 2019, the Old Harbour Terminal commenced commercial operations, and we began to recognize revenue from our contract with JPC, adding $11,386 and $15,440 in operating revenue for the three and nine months ended September 30, 2019, respectively.
 
The delivered volume at the Montego Bay Terminal for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 decreased slightly due to outages at the Bogue Power Plant, that was offset by increases in sales to small scale customers.
 
The delivered volume at the Montego Bay Terminal increased by 10.0 million gallons (0.8 TBtu) from 71.9 million gallons (5.9 TBtu) for the nine months ended September 30, 2018 to 81.9 million gallons (6.7 TBtu) for the nine months ended September 30, 2019. The increase in volumes delivered at the Montego Bay Terminal for the nine month period was attributable to additional new small-scale customers as well as an increase in consumption at an existing customer due to the customer’s installation of a new gas turbine that consumes approximately 60,500 gallons (5,000 MMBtu) per day. Of the volumes delivered at the Montego Bay Terminal, 6.3 million gallons (529,392 MMBtu) and 2.1 million gallons (165,943 MMBtu) were delivered to small-scale networks in the nine months ended September 30, 2019 and 2018, respectively.
 
Other revenue increased by $10,516 and $14,765 for the three and nine months ended September 30, 2019, respectively. The increase was primarily due to the recognition of construction revenue of $10,195 and $14,103 for the three and nine months ended September 30, 2019, respectively. We did not have any such projects during the comparable periods ended September 30, 2018. The Company also leases certain facilities and equipment to its customers which are accounted for either as direct financing leases or operating leases, and the interest recognized from direct financing leases or leasing revenue from operating leases is recognized within Other revenue. The remaining increase in Other revenue for both the three and nine months ended September 30, 2019 was primarily driven by additional operating leases with small-scale customers.
 
Cost of sales
 
Cost of sales includes the procurement of feedgas or LNG as applicable, shipping and logistics costs to deliver LNG to our facilities and regasification to supply natural gas to 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 and other direct costs to operate our Miami Facility are also included in Cost of sales.
 
Cost of sales increased by $23,738 and $54,599 for the three and nine months ended September 30, 2019, respectively. The increase in Cost of sales was attributable to increased costs to purchase LNG from third parties. The weighted-average cost of gas increased from $0.57 per gallon ($6.92 per MMBtu) for the three months ended September 30, 2018 to $0.66 per gallon ($8.02 per MMBtu) for the three months ended September 30, 2019, which is inclusive of boil-off gas. The weighted-average cost of LNG increased from $0.62 per gallon ($7.46 per MMBtu) for the nine months ended September 30, 2018 to $0.77 per gallon ($9.32 per MMBtu) for the nine months ended September 30, 2019, which is inclusive of boil-off gas. The weighted-average cost of our inventory balance as of September 30, 2019 was $0.65 per gallon ($7.84 per MMBtu). Additionally, the volumes delivered increased by 7% and 17% for the three and nine months ended September 30, 2019 compared to the three and nine months ended September 30, 2018, respectively.
 
The Company also incurred an increase in charter costs due to additional ships on charter. These additional ships on charter increased cost of sales by $5,682 and $13,912 for the three and nine months ended September 30, 2019, respectively, as compared with the same periods in the prior year. During the three and nine months ended September 30, 2019, we also recognized costs associated with construction services provided to customers of $8,974 and $12,527, respectively. We did not have any such projects for customers ongoing during the comparable periods ended September 30, 2018.
 
Operations and maintenance
 
Operations and maintenance relates to costs of operating our Miami Facility, Montego Bay Terminal and Old Harbour Terminal, exclusive of costs to convert that are reflected in Cost of sales. Operations and maintenance increased by $6,708 and $12,859 for the three and nine months ended September 30, 2019, respectively. The increases were primarily a result of higher costs associated with the operations of charter vessels, including a storage vessel for Puerto Rico, of $3,379 and $6,000 in the three and nine month periods ended September 30, 2019 respectively. The remaining increase is due to demurrage, as well as, increased operating costs as we continue to expand our operations.
 
Selling, general and administrative
 
Selling, general and administrative includes employee travel costs, insurance and costs associated with activities for projects that are in initial stages and development is not yet probable. Selling, general and administrative also includes compensation expenses for our corporate employees as well as professional fees for our advisors.
 
Selling, general and administrative increased by $27,490 and $82,004 for the three and nine months ended September 30, 2019, respectively. The increase in the three months ended September 30, 2019 as compared to the three months ended September 30, 2018 was primarily attributable to stock-based compensation expense of $7,804, as well as increased headcount as compared to the same period in the prior year. The increase is also due to development costs incurred at the Pennsylvania Facility as well as other development projects that currently do not qualify for capitalization. Costs incurred in future periods for such projects may be capitalizable once a final investment decision is made for these projects.
 
The increase of $82,004 in the nine month period ended September 30, 2019 as compared with the same period ended September 30, 2018 was driven mainly by recognition of $18,968 in the first quarter of 2019 due to vested restricted stock units (“RSUs”) issued to employees and non-employees after our IPO. We also incurred $16,515 in the second and third quarters of 2019 for continuing recognition of compensation expense related to RSUs granted in the first quarter of 2019. Additionally, there was an increase of $4,760 in transaction costs associated with financing activities. The remaining change is due to increases in professional fees and costs for development projects.
 
Depreciation and amortization
 
Depreciation and amortization increased by $1,100 and $3,473 for the three and nine months ended September 30, 2019, respectively. The increase is primarily a result of additional equipment purchases placed in service for small-scale customers, as well as depreciation of the Old Harbour Terminal that was placed in service in the second quarter of 2019.
 
Interest expense
 
Interest expense increased by $1,791 and $8,068 for the three and nine months ended September 30, 2019, respectively, primarily as a result of additional principal balance outstanding since March 2019 under the New Term Loan Facility (as defined below). We also incurred additional interest expense in September 2019 due to the issuance of the Senior Secured Bonds and the Senior Unsecured Bonds (both defined below). The increase in interest expense was offset by an increase in capitalized interest in the amount of $7,033 and $16,144 for the three and nine months ended September 30, 2019, respectively.
 
Other expense, net
 
Other expense, net increased by $1,518 and $30 for the three and nine months ended September 30, 2019, respectively. The increase in expense for the three months ended September 30, 2019 was driven by changes in fair value of the derivative liability and equity agreement associated with our acquisition of Shannon LNG in November 2018 and the change in value of an available-for-sale investment, which prior to the adoption of ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities was recorded in Other comprehensive income. For the nine months ended September 30, 2019, the changes in the fair value of the derivative liability, equity agreement, and available-for-sale investment were almost completely offset by interest income of $3,382.
 
Tax expense (benefit)
 
Tax expense decreased by $62 for the nine months ended September 30, 2019 due to lower income in Jamaican entities.
 
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 only include our Miami Facility, our Montego Bay Terminal and certain small-scale customers. Our historical financial statements only include our Miami Facility, our Montego Bay Terminal and certain small-scale customers and do not include the impact of projects that commenced commercial operations during 2019, such as the Old Harbour Terminal and the increase in sales to small-scale customers. None of the periods presented include future revenue that should result from long-term, take-or-pay contracts with downstream customers expected from projects under development, including the dual-fired combined heat and power facility in Clarendon, Jamaica (the “CHP Plant”), the multi-fuel handling facility located in the Port of San Juan, Puerto Rico (the “San Juan Facility”), the LNG regasification terminal in La Paz, Baja California Sur, Mexico (the “La Paz Terminal”), the LNG terminal on the Shannon Estuary near Ballylongford, Ireland (the “Ireland Terminal” and, together with the Old Harbour Terminal, the Montego Bay Terminal, the San Juan Facility and the La Paz Terminal, our “Terminals”) and the Pennsylvania Facility. The Old Harbour Terminal began commercial operations during the second quarter of 2019, and we expect the Old Harbour Power Plant, a significant buyer of gas from the Old Harbour Terminal, to be fully operational during the fourth quarter of 2019.
 
Our historical financial results also have not included construction revenue that the Company began to recognize during the nine months ended September 30, 2019. Services to manage 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 power generation facilities are increasingly offered to our customers, and we may recognize significant revenue for such services that was not included in the historical financial results.
 
In addition, we currently purchase the majority of our supply of LNG from third parties. For the three months ended September 30, 2019 and 2018, we sourced 92% and 91%, respectively, of our LNG volumes from third parties. For the nine months ended September 30, 2019 and 2018, we sourced 93% and 90%, respectively, of our LNG volumes from third parties. We are in the process of developing in-basin liquefaction facilities that will vertically integrate our supply and substantially reduce the need to source LNG from third parties, which, when combined with lower cost production, should significantly impact our results of operations and cash flows from both contracted and expected downstream sales.
 
Our organizational structure has changed as a result of reorganization transactions completed at the time of our IPO. We completed our IPO on February 4, 2019, and the net proceeds from the IPO were contributed to New Fortress Intermediate LLC (“NFI”), an entity formed in conjunction with the IPO, in exchange for limited liability company units in NFI (“NFI LLC Units”). In addition, New Fortress Energy Holdings contributed all of its interests in consolidated subsidiaries that comprised substantially all of its historical operations to NFI in exchange for NFI LLC Units. NFE is a holding company whose sole material asset is a controlling equity interest in NFI. As the sole managing member of NFI, NFE operates and controls all of the business and affairs of NFI, and through NFI and its subsidiaries, conducts the Company’s historical business.
 
The contribution of the assets of New Fortress Energy Holdings and net proceeds from the IPO to NFI was treated as a reorganization of entities under common control. NFE has presented the condensed consolidated financial statements of New Fortress Energy Holdings for periods prior to the IPO.
 
The financial statements of NFE beginning in February 2019 subsequent to our IPO allocate a significant portion of the results of operations to New Fortress Energy Holdings, through its non-controlling interest in NFI. NFE has elected to be taxed as a corporation and is subject to U.S. federal and state income taxes, and as such, may recognize a tax expense (benefit), as well as associated deferred tax accounts. As of September 30, 2019, NFE has recorded a valuation allowance on all of its deferred taxes associated with U.S. federal and state income taxes.
 
We have incurred and will continue to incur incremental selling, general and administrative expenses related to our transition to a publicly traded company. We completed our IPO on February 4, 2019, and we expect to incur direct, incremental general and administrative expenses as a result of being a publicly traded company, including costs associated with the employment of additional personnel, compliance under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), annual and quarterly reports to our common shareholders, registrar and transfer agent fees, national stock exchange fees, the costs associated with the initial implementation of our Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) Section 404 internal controls and testing, audit fees, incremental director and officer liability insurance costs and director and officer compensation. These direct, incremental general and administrative expenses are not included in our historical results of operations for the three and nine months ended September 30, 2018.
 
Liquidity and Capital Resources
 
We believe we will have sufficient liquidity, cash flow from operations and access to additional capital sources, 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, borrowings from the New Term Loan Facility, and proceeds from the issuance of Senior Secured Bonds and Senior Unsecured Bonds (both defined below). Our IPO was completed on February 4, 2019, and we issued and sold 20,000,000 Class A shares at an IPO price of $14.00 per share, raising net proceeds of approximately $257,000. On March 1, 2019, the underwriters exercised their option to purchase an additional 837,272 Class A shares at the IPO price of $14.00 per share, less underwriting discounts, raising additional net proceeds of $11,048. On March 21, 2019, we drew the remaining availability on our New Term Loan Facility and have $496,250 of outstanding principal as of September 30, 2019. On September 5, 2019, we issued approximately $117,000 in Senior Secured Bonds and Senior Unsecured Bonds and the full amount issued is outstanding as of September 30, 2019.
 
We have assumed total expenditures for all completed and existing projects to be approximately $823 million, with approximately $563 million having already been spent through September 30, 2019. This estimate represents the expenditures necessary to complete construction of the San Juan Facility, the La Paz Terminal, the CHP Plant as well as expected expenditures to serve new small-scale customers. Through September 30, 2019, we have spent approximately $161 million to develop the Pennsylvania Facility. As we have not made a final investment decision to complete the Pennsylvania Facility, $17 million of construction and development costs have been expensed. Cost for land, as well as, engineering and equipment that could be deployed to other facilities of approximately $144 million, has been capitalized. We are currently exploring opportunities to expand our business into new markets, including the Caribbean, Angola, and Mexico, and we will require significant additional capital to implement our strategy.
 
Cash Flows
 
The following table summarizes the changes to our cash flows for the nine months ended September 30, 2019 as compared to the nine months ended September 30, 2018:
 
   
Nine Months Ended September 30,
 
   
2019
   
2018
   
Change
 
   
(in thousands)
 
Cash flows from:
                 
Operating activities
 
$
(154,761
)
 
$
(53,156
)
 
$
(101,605
)
Investing activities
   
(295,035
)
   
(112,135
)
   
(182,900
)
Financing activities
   
593,001
     
115,164
     
477,837
 
Net increase (decrease) in cash, cash equivalents, and restricted cash
 
$
143,205
   
$
(50,127
)
 
$
193,332
 
 
Cash (used in) operating activities
 
Our cash flow used in operating activities was $154,761 for the nine months ended September 30, 2019, which increased by $101,605 from $53,156 for the nine months ended September 30, 2018. For both the nine-month periods ended September 30, 2019 and 2018, we had losses that comprised a significant portion of cash used in operating activities due to the continued expansion of our business activities. The loss in the nine months ended September 30, 2019 reflects non-cash shared-based compensation expense, which was excluded from the cash used in operating activities. Cash flows used in operating activities for the nine months ended September 30, 2019 was also significantly impacted by increases in other assets, inventories, and receivables, offset by increases in accounts payable, accrued liabilities and other liabilities.
 
Cash (used in) investing activities
 
Our cash flow used in investing activities was $295,035 for the nine months ended September 30, 2019, which increased by $182,900 from $112,135 for the nine months ended September 30, 2018. The increase in cash flow used in investing activit