Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 09, 2019 | |
Entity Information [Line Items] | ||
Entity Registrant Name | New Fortress Energy LLC | |
Entity Central Index Key | 0001749723 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Class A [Member] | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 20,837,272 | |
Class B [Member] | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 147,058,824 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 359,450 | $ 78,301 |
Restricted cash | 30 | 30 |
Receivables, net of allowances of $727 and $257, respectively | 31,647 | 28,530 |
Finance leases, net | 993 | 943 |
Inventory | 27,002 | 15,959 |
Prepaid expenses and other current assets | 12,380 | 30,017 |
Total current assets | 431,502 | 153,780 |
Investment in equity securities | 4,552 | 3,656 |
Restricted cash | 57,521 | 22,522 |
Construction in progress | 343,963 | 254,700 |
Property, plant and equipment, net | 102,012 | 94,040 |
Finance leases, net | 91,910 | 92,207 |
Deferred tax asset, net | 78 | 185 |
Intangibles, net | 42,297 | 43,057 |
Other non-current assets | 42,784 | 35,255 |
Total assets | 1,116,619 | 699,402 |
Current liabilities | ||
Term loan facility | 488,331 | 272,192 |
Accounts payable | 28,223 | 43,177 |
Accrued liabilities | 53,921 | 67,512 |
Due to affiliates | 7,598 | 4,481 |
Other current liabilities | 16,672 | 17,393 |
Total current liabilities | 594,745 | 404,755 |
Deferred tax liability, net | 94 | 0 |
Other long-term liabilities | 12,378 | 12,000 |
Total liabilities | 607,217 | 416,755 |
Commitments and contingences (Note 18) | ||
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 | |
Accumulated deficit | (25,571) | (158,423) |
Accumulated other comprehensive (loss) | 0 | (11) |
Total stockholders' equity attributable to NFE | 76,694 | |
Total stockholders' equity attributable to NFE | 268,307 | |
Non-controlling interest | 432,708 | |
Non-controlling interest | 14,340 | |
Total stockholders' equity | 509,402 | 282,647 |
Total stockholders' equity | 282,647 | |
Total liabilities and stockholders' equity | 1,116,619 | $ 699,402 |
Class A [Member] | ||
Stockholders' equity | ||
Common stock | 102,265 | |
Class B [Member] | ||
Stockholders' equity | ||
Common stock | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Allowances for receivables | $ 727 | $ 257 |
Stockholders' equity | ||
Members' capital, par value (in dollars per share) | $ 0 | |
Members' capital, shares authorized (in shares) | 500,000,000 | |
Members' capital, shares issued (in shares) | 67,983,095 | |
Members' capital, shares outstanding (in shares) | 67,983,095 | |
Class A [Member] | ||
Stockholders' equity | ||
Common stock, shares issued (in shares) | 20,837,272 | 0 |
Common stock, shares outstanding (in shares) | 20,837,272 | 0 |
Class B [Member] | ||
Stockholders' equity | ||
Common stock, shares issued (in shares) | 147,058,824 | 0 |
Common stock, shares outstanding (in shares) | 147,058,824 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues | ||
Operating revenue | $ 26,138 | $ 22,263 |
Other revenue | 3,813 | 3,446 |
Total revenues | 29,951 | 25,709 |
Operating expenses | ||
Cost of sales | 33,349 | 20,765 |
Operations and maintenance | 4,499 | 1,844 |
Selling, general and administrative | 49,749 | 11,869 |
Depreciation and amortization | 1,691 | 696 |
Total operating expenses | 89,288 | 35,174 |
Operating loss | (59,337) | (9,465) |
Interest expense | 3,284 | 1,603 |
Other (income) expense , net | (2,575) | 32 |
Loss before taxes | (60,046) | (11,100) |
Tax expense (benefit) | 246 | (187) |
Net loss | (60,292) | (10,913) |
Net loss attributable to non-controlling interest | 46,735 | 0 |
Net loss attributable to stockholders | $ (13,557) | $ (10,913) |
Net loss per share - basic and diluted (in dollars per share) | $ (0.96) | $ 0 |
Weighted average number of shares outstanding - basic and diluted (in shares) | 14,094,534 | 0 |
Other comprehensive loss: | ||
Net loss | $ (60,292) | $ (10,913) |
Unrealized (gain) on available-for-sale investment | 0 | (929) |
Comprehensive loss | (60,292) | (9,984) |
Comprehensive loss attributable to non-controlling interest | 46,735 | 0 |
Comprehensive loss attributable to stockholders | $ (13,557) | $ (9,984) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Members' Equity (Unaudited) - USD ($) $ in Thousands | Members' Capital [Member] | Common Stock [Member]Class A [Member] | Common Stock [Member]Class B [Member] | Stock Subscription Receivable [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Non-controlling Interest [Member] | Total |
Beginning balance at Dec. 31, 2017 | $ 406,591 | $ 0 | $ 0 | $ (50,000) | $ (80,347) | $ 2,666 | $ 0 | $ 278,910 |
Beginning balance (in shares) at Dec. 31, 2017 | 65,665,037 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (10,913) | (10,913) | ||||||
Other comprehensive income (loss) | 929 | 929 | ||||||
Capital contributions | $ 20,150 | 20,150 | ||||||
Capital contributions (in shares) | 665,843 | |||||||
Stock subscription receivable | 50,000 | 50,000 | ||||||
Stock subscription receivable (in shares) | 1,652,215 | |||||||
Ending balance at Mar. 31, 2018 | $ 426,741 | $ 0 | $ 0 | 0 | (91,260) | 3,595 | 0 | 339,076 |
Ending balance (in shares) at Mar. 31, 2018 | 67,983,095 | 0 | 0 | |||||
Beginning balance at Dec. 31, 2018 | $ 426,741 | $ 0 | $ 0 | 0 | (158,423) | (11) | 14,340 | 282,647 |
Beginning balance (in shares) at Dec. 31, 2018 | 67,983,095 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (7,923) | 11 | (91) | (8,003) | ||||
Beginning balance at Dec. 31, 2018 | $ 426,741 | $ 0 | $ 0 | 0 | (158,423) | (11) | 14,340 | 282,647 |
Beginning balance (in shares) at Dec. 31, 2018 | 67,983,095 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (60,292) | |||||||
Ending balance at Mar. 31, 2019 | $ 0 | $ 102,265 | $ 0 | 0 | (25,571) | 0 | 432,708 | 509,402 |
Ending balance (in shares) at Mar. 31, 2019 | 0 | 20,837,272 | 147,058,824 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (5,645) | (46,644) | (52,289) | |||||
Issuance of Class A shares in the IPO, net of underwriting discount and offering costs | $ 32,136 | 235,874 | 268,010 | |||||
Issuance of Class A shares in the IPO, net of underwriting discount and offering costs (in shares) | 20,837,272 | |||||||
Effects of the reorganization transactions | $ (426,741) | $ 51,092 | $ 0 | 146,420 | 0 | 229,229 | 0 | |
Effects of reorganization transactions (in shares) | (67,983,095) | 147,058,824 | ||||||
Equity-based compensation expense | 19,037 | 19,037 | ||||||
Ending balance at Mar. 31, 2019 | $ 0 | $ 102,265 | $ 0 | $ 0 | $ (25,571) | $ 0 | $ 432,708 | $ 509,402 |
Ending balance (in shares) at Mar. 31, 2019 | 0 | 20,837,272 | 147,058,824 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | |
Feb. 04, 2019 | Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Cash flows from operating activities | |||||
Net loss | $ (8,003) | $ (52,289) | $ (60,292) | $ (10,913) | |
Adjustments for: | |||||
Amortization of deferred financing costs | 981 | 174 | |||
Depreciation and amortization | 1,849 | 857 | |||
Deferred taxes | 201 | (193) | |||
Change in value of Investment in equity securities | (896) | 0 | |||
Equity-based compensation | 19,037 | 0 | |||
Other | 204 | 168 | |||
(Increase) in receivables | (3,102) | (1,826) | |||
(Increase) in inventories | (11,043) | (5,180) | |||
Decrease (Increase) in other assets | 15,684 | (7,433) | |||
Increase in accounts payable/accrued liabilities | 3,567 | 5,668 | |||
Increase in amounts due to affiliates | 3,117 | 457 | |||
(Decrease) increase in other liabilities | (355) | 255 | |||
Net cash used in operating activities | (31,048) | (17,966) | |||
Cash flows from investing activities | |||||
Capital expenditures | (136,281) | (41,208) | |||
Principal payments received on finance lease, net | 284 | 238 | |||
Net cash used in investing activities | (135,997) | (40,970) | |||
Cash flows from financing activities | |||||
Proceeds from borrowings of debt | 220,000 | 0 | |||
Payment of deferred financing costs | (4,400) | 0 | |||
Repayment of debt | (1,250) | (1,457) | |||
Proceeds from IPO | 274,948 | 0 | |||
Payment of offering costs | (6,105) | 0 | |||
Capital contributed from Members | 0 | 20,150 | |||
Collection of subscription receivable | 0 | 50,000 | |||
Net cash provided by financing activities | 483,193 | 68,693 | |||
Net increase in cash, cash equivalents and restricted cash | 316,148 | 9,757 | |||
Cash, cash equivalents and restricted cash - beginning of period | $ 100,853 | 100,853 | 118,331 | $ 118,331 | |
Cash, cash equivalents and restricted cash - end of period | $ 417,001 | 417,001 | 128,088 | $ 100,853 | |
Supplemental disclosure of non-cash investing and financing activities: | |||||
Changes in accrued construction in progress costs and property, plant and equipment | $ (32,946) | $ 5,574 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2019 | |
Organization [Abstract] | |
Organization | 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 (“HFO”) 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 based on financial information presented on a consolidated basis on the delivery of an integrated solution to our customers. |
Significant accounting policies
Significant accounting policies | 3 Months Ended |
Mar. 31, 2019 | |
Significant accounting policies [Abstract] | |
Significant accounting policies | 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. New Fortress Energy Holdings will retain 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 has 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. 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 (income) expense, net in the condensed consolidated statements of operations and comprehensive loss. At each balance sheet date, the Company evaluates its equity securities with unrealized losses, if any, to determine if an other-than-temporary impairment has occurred. See “Note 9. 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 and natural gas to its customers, which is presented as Operating revenue in the condensed consolidated statement 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 legal title, physical possession and the risks and rewards of ownership transfer to the customer. Title typically transfers 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, we have presented 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. 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 ASC 718, Compensation – Stock Compensation Equity (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 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. 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 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 19. Earnings Per Share” for additional information related to earnings per share. Please refer to "Note 2. Significant Accounting Policies," to our consolidated financial statements from our Annual Report for the discussion of our significant accounting policies. |
Adoption of new and revised sta
Adoption of new and revised standards | 3 Months Ended |
Mar. 31, 2019 | |
Adoption of new and revised standards [Abstract] | |
Adoption of new and revised standards | 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 Accounting Standard Update (“ASU”) No. 2016-02, Leases 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 b) New and amended standards adopted by the Company: In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall Recognition and Measurement of Financial Assets and Financial Liabilities In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows Restricted Cash In February 2018, the FASB issued ASU 2018-02, Income Statement: Reporting Comprehensive Income In September 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation Improvements to Non-employee Share-Based Payment Accounting |
Revenue from contracts with cus
Revenue from contracts with customers | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from contracts with customers [Abstract] | |
Revenue from contracts with customers | 4. Revenue from contracts with customers Revenue recognized in the Company’s condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2019 and any associated balances on the condensed consolidated balance sheet as of March 31, 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 months ended March 31, 2019 and the financial position as of March 31, 2019 under ASC 606 and ASC 605 has been presented. Under the 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 $18,862 as of March 31, 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. 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 report any 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 $2,552,669 as of March 31, 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 $ 68,334 2020 135,323 2021 134,358 2022 134,358 2023 134,359 Thereafter 1,945,937 Total $ 2,552,669 For all other sales contracts that have a term exceeding one year, the Company has elected the practical expedient in ASC 606-10-50-14A 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. |
Fair value
Fair value | 3 Months Ended |
Mar. 31, 2019 | |
Fair value [Abstract] | |
Fair value | 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 March 31, 2019: March 31, 2019 Level 1 Level 2 Level 3 Total Valuation technique Assets Cash and cash equivalents $ 359,450 $ ― $ ― $ 359,450 Market approach Restricted cash 57,551 ― ― 57,551 Market approach Investment in equity securities 4,552 ― ― 4,552 Market approach Total $ 421,553 $ ― $ ― $ 421,553 Liabilities Derivative liability (1) $ ― $ ― $ 9,704 $ 9,704 Income approach Equity agreement (2) ― ― 16,422 16,422 Income approach Total $ ― $ ― $ 26,126 $ 26,126 (1) Consideration due to the sellers of Shannon LNG (as defined in “Note 12. Intangible Assets” below) once first gas is exported from the terminal to be built. (2) Paid in shares at the earlier of March 1, 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 gain from fair value adjustment on the derivative liability and equity agreement of $633 within Other (income) expense, net on the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2019. 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 of the New Term Loan Facility (defined below) approximates fair value. The fair value estimate is classified as Level 3 in the fair value hierarchy. |
Restricted cash
Restricted cash | 3 Months Ended |
Mar. 31, 2019 | |
Restricted Cash [Abstract] | |
Restricted cash | 6. Restricted cash As of March 31, 2019 and December 31, 2018, restricted cash consisted of the following: March 31, 2019 December 31, 2018 Collateral for performance under customer agreements $ 15,095 $ 15,095 Collateral for LNG purchases 35,927 927 Collateral for letters of credit 6,238 6,238 Other restricted cash 291 292 Total restricted cash $ 57,551 $ 22,552 Current restricted cash $ 30 $ 30 Non-current restricted cash 57,521 22,522 |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2019 | |
Inventory [Abstract] | |
Inventory | 7. Inventory As of March 31, 2019 and December 31, 2018, inventory consisted of the following: March 31, 2019 December 31, 2018 LNG and natural gas inventory $ 26,654 $ 15,611 Materials, supplies and other 348 348 Total $ 27,002 $ 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. No adjustments were recorded during the three months ended March 31, 2019 and 2018, respectively. |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 3 Months Ended |
Mar. 31, 2019 | |
Prepaid expenses and other current assets [Abstract] | |
Prepaid expenses and other current assets | 8. Prepaid expenses and other current assets As of March 31, 2019 and December 31, 2018, prepaid expenses and other current assets consisted of the following: March 31, 2019 December 31, 2018 Prepaid LNG $ ― $ 16,170 Prepaid charter costs 1,522 925 Prepaid expenses 1,959 1,244 Deposits 2,572 1,622 Due from affiliate 1,060 890 Other current assets 5,267 9,166 Total $ 12,380 $ 30,017 Prepaid LNG as of December 31, 2018 consisted of payments for deliveries of 17.0 million gallons (1.4 TBtu) of LNG that had been prepaid by the Company. The Company took delivery of these volumes during the three months ended March 31, 2019. Other current assets as of March 31, 2019 primarily consisted of sales taxes receivable related to our operations in Jamaica. Other current assets as of December 31, 2018 primarily consisted of IPO issuance costs incurred which were netted against issuance proceeds upon completion of the IPO. |
Investment in equity securities
Investment in equity securities | 3 Months Ended |
Mar. 31, 2019 | |
Investments in equity securities [Abstract] | |
Investment in equity securities | 9. Investment in equity securities Through March 31, 2019, the Company 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: March 31, 2019 (in thousands of U.S. dollars except shares) Number of Shares Cost Fair value Investment in equity securities 1,476,280 $ 3,667 $ 4,552 December 31, 2018 (in thousands of U.S. dollars except shares) Number of Shares Cost Fair value Investment in equity securities 1,476,280 $ 3,667 $ 3,656 The movement of the equity investment during the three months ended March 31, 2019 is summarized below: March 31, 2019 Beginning of period $ 3,656 Unrealized gain/(loss) 896 End of period $ 4,552 The unrealized gain of $896 for the three months ended March 31, 2019 is included within Other (income) expense, net in the condensed consolidated statements of operations and comprehensive loss. |
Construction in progress
Construction in progress | 3 Months Ended |
Mar. 31, 2019 | |
Construction in Progress [Abstract] | |
Construction in progress | 10. Construction in progress The Company’s construction in progress activity during the three months ended March 31, 2019 is detailed below: March 31, 2019 Balance at beginning of period $ 254,700 Additions 94,936 Transferred to property, plant and equipment, net (Note 11) (5,673 ) Balance at end of period $ 343,963 Interest expense of $3,669 and $0 was capitalized for the three months ended March 31, 2019 and 2018, respectively, inclusive of amortized debt issuance costs disclosed in “Note 16. Debt.” |
Property, plant and equipment,
Property, plant and equipment, net | 3 Months Ended |
Mar. 31, 2019 | |
Property, plant and equipment, net [Abstract] | |
Property, plant and equipment, net | 11. Property, plant and equipment, net As of March 31, 2019 and December 31, 2018 the Company’s property, plant and equipment, net consisted of the following: March 31, 2019 December 31, 2018 LNG liquefaction facilities $ 67,924 $ 65,631 ISO containers and other equipment 18,421 15,873 Land 16,588 12,779 Leasehold improvements 8,054 7,229 Vehicles 1,184 1,178 Computer equipment 808 741 Accumulated depreciation (10,967 ) (9,391 ) Total property, plant and equipment, net $ 102,012 $ 94,040 Depreciation for the three months ended March 31, 2019 and 2018 totaled $1,580 and $857, respectively, of which $158 and $161 is respectively included within Cost of sales in the condensed consolidated statements of operations and comprehensive loss. |
Intangible assets
Intangible assets | 3 Months Ended |
Mar. 31, 2019 | |
Intangible assets [Abstract] | |
Intangible assets | 12. 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 March 31, 2019 and December 31, 2018: March 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Useful Life Shannon LNG leases and permits $ 42,700 $ 403 $ 42,297 40 to 91 Total intangible assets $ 42,700 $ 403 $ 42,297 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 March 31, 2019, the weighted-average remaining amortization periods for the intangible assets is 39.87 years. |
Finance leases, net
Finance leases, net | 3 Months Ended |
Mar. 31, 2019 | |
Finance leases, net [Abstract] | |
Finance leases, net | 13. 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 March 31, 2019 and December 31, 2018 are as follows: March 31, 2019 December 31, 2018 Finance leases $ 302,860 $ 306,832 Unearned income (209,957 ) (213,682 ) Total finance leases, net $ 92,903 $ 93,150 Current portion $ 993 $ 943 Non-current 91,910 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. |
Other non-current assets
Other non-current assets | 3 Months Ended |
Mar. 31, 2019 | |
Other non-current assets [Abstract] | |
Other non-current assets | 14. Other non-current assets As of March 31, 2019 and December 31, 2018, Other non-current assets consisted of the following: March 31, 2019 December 31, 2018 Easements $ 1,149 $ 1,159 Port access rights 12,671 12,671 Initial lease costs 9,200 9,200 Nonrefundable deposit 10,650 10,810 Upfront payments to customers 6,350 ― Other 2,764 1,415 Total other non-current assets $ 42,784 $ 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. Payments to incumbent tenants 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 as additional rent expense. 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. |
Accrued liabilities
Accrued liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Accrued liabilities [Abstract] | |
Accrued liabilities | 15. Accrued liabilities As of March 31, 2019 and December 31, 2018 accrued liabilities consisted of the following: March 31, 2019 December 31, 2018 Accrued construction costs $ 24,527 $ 41,343 Accrued IPO costs 833 5,296 Accrued vessel charter costs 5,416 ― Accrued bonuses 9,105 12,582 Other accrued expenses 14,040 8,291 Total $ 53,921 $ 67,512 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt [Abstract] | |
Debt | 16. Debt As of March 31, 2019 and December 31, 2018, the Company’s current debt consisted of the New Term Loan Facility and the Term Loan Facility (as defined below) with balances of $488,331 and $272,192, respectively. New Term Loan Facility On August 16, 2018, the Company entered into a Term Loan Facility (as may be amended, from time to time, 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 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 March 31, 2019 was $10,419. 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. Amortization of debt issuance costs were $2,064 and $174 for the three months ended March 31, 2019 and 2018, respectively, of which $1,083 and $0 were capitalized, respectively. |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income taxes [Abstract] | |
Income taxes | 17. 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 March 31, 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 March 31, 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 $41,395 as of the acquisition date. 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 March 31, 2019. Total Operations The effective tax rate for the three months ended March 31, 2019 and March 31, 2018 was (0.41)% and 1.69%, respectively. The total tax expense for the three months ended March 31, 2019 was $246, and the total tax benefit for the three months ended March 31, 2018 was $187. The Company has not recorded a liability for uncertain tax positions as of March 31, 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. |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and contingencies [Abstract] | |
Commitments and contingencies | 18. Commitments and contingencies Contingencies As of December 31, 2016, the Company had accrued for $1,204 of tangible personal property tax levied in the State of Florida with respect to the Company’s LNG plant in Hialeah, Florida. During 2017, the Company paid this amount in full and subsequently took legal proceedings to challenge the tax amount for a full or partial rebate. The Company successfully challenged the tax amount, including penalties, 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. As of the date at which these condensed consolidated financial statements were issued, the appeal has not been concluded. Should the State of Florida lose the appeal the Company expects a full refund which will be recognized as a gain contingency recognized in earnings when the cash is received. |
Earnings per share
Earnings per share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings per share [Abstract] | |
Earnings per share | 19. Earnings per share Three Months Ended March 31, 2019 Numerator: Net loss $ (60,292 ) Less: net loss attributable to non-controlling interests 46,735 Net loss attributable to Class A shares $ (13,557 ) Denominator: Weighted-average shares-basic and diluted 14,094,534 Net loss per share - basic and diluted $ (0.96 ) 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. Three Months Ended March 31, 2019 Unvested RSUs (1) 4,184,183 Class B shares (2) 147,058,824 Shannon Equity Agreement shares (3) 1,416,554 Total 152,659,561 (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 under application of the if-converted method. (3) Class A shares that would be issued in relation to the Shannon LNG Equity Agreement. |
Share-based compensation
Share-based compensation | 3 Months Ended |
Mar. 31, 2019 | |
Share-based compensation [Abstract] | |
Share-based compensation | 20. Share-based compensation During the three months ended March 31, 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. For the three months ended March 31, 2019, there were no forfeitures. The following table summarizes the RSU activity for the three months ended March 31, 2019: Restricted Stock Units Weighted- average grant date fair value per share Non-vested RSUs as of December 31, 2018 ― $ ― Granted 5,404,823 13.47 Vested and shares issued (1,220,640 ) 13.51 Forfeited ― ― Non-vested RSUs as of March 31, 2019 4,184,183 $ 13.46 During the three months ended March 31, 2019, the Company recognized a compensation expense of $19,037, of which $18,968 and $69 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. As of March 31, 2019, the Company had 4,184,183 non-vested RSUs subject to service conditions and therefore had unrecognized compensation costs of approximately $53,780. 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 1.83 years as of March 31, 2019. |
Leases, as lessee
Leases, as lessee | 3 Months Ended |
Mar. 31, 2019 | |
Leases, as lessee [Abstract] | |
Leases, as lessee | 21. Leases, as lessee During the three months ended March 31, 2019 and 2018, the Company recognized rental expense for all operating leases of $8,437 and $4,485, respectively, related primarily to LNG vessel time charters, office space, a land site lease and marine port berth leases. The land site lease is held with an affiliate of the Company and has an initial term up to five years with a renewal for an additional five years and a 2.5% annual lease payment escalation. See “Note 22. Related party transactions.” The marine port berth lease has an initial term up to 10 years with a 12-year renewal option and a 15% annual lease payment escalation after year five. One of the LNG vessel time charters contains a three-month renewal option and the second contains no renewal option and a 2% annual lease payment escalation in year three. During the three months ended March 31, 2019, the Company entered into a third LNG vessel time charter agreement for an initial non-cancellable term of three years. The Company may continue to lease the vessel for up to 15 years with an option to renew for an additional five years. Leased office space in Miami, Florida contains two additional renewal options for five years each and a 3% annual lease payment escalation. Leased office space in Montego Bay, Jamaica contains a one-year renewal option and 5% annual lease payment escalation. |
Related party transactions
Related party transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related party transactions [Abstract] | |
Related party transactions | 22. 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 $2,779 and $347 for the three months ended March 31, 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 $976 and $233 for the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019 and December 31, 2018, $6,935 and $3,579 were due to Fortress, respectively. Land and office lease The Company has a land and office lease with Florida East Coast Industries, LLC (“FECI”) an affiliate of the Company. The expense for the three months ended March 31, 2019 and 2018 totaled $647 and $46, respectively, of which $386 and $0 was capitalized to Construction in progress, $185 and $0 related to the office lease is included in Selling, general and administrative, and $76 and $46 related to the land lease is included within Operations and maintenance, respectively in the condensed consolidated statements of operations and comprehensive loss. As of March 31, 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 March 31, 2019, $1,073 was owed to DevTech on the note payable. The outstanding note payable due to DevTech is included in Other long-term liabilities in the condensed consolidated balance sheet as of March 31, 2019. For the three months ended March 31, 2019, interest expense on the note payable due to DevTech was $22. As of March 31, 2019, $665 was due from DevTech. Fortress affiliated entities Beginning in 2017, the Company provides certain administrative services to related parties including Fortress Energy Partners that is billed on a yearly basis. As of March 31, 2019 and December 31, 2018, $395 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 March 31, 2019 and December 31, 2018, $663 and $305 were due to Fortress affiliates, respectively. Due to/from Affiliates The tables below summarizes the balances outstanding with affiliates at March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 Amounts due to affiliates $ 7,598 $ 4,481 Amounts due from affiliates 1,060 890 |
Subsequent events
Subsequent events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent events [Abstract] | |
Subsequent events | 23. Subsequent events The Company evaluated subsequent events and transactions that occurred up to the date the condensed consolidated financial statements were available to be issued. Based upon this review, the Company did not identify any other subsequent events, not previously disclosed in the condensed consolidated financial statements. |
Significant accounting polici_2
Significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Significant accounting policies [Abstract] | |
Basis of presentation and principles of consolidation | (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. New Fortress Energy Holdings will retain 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 has 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. 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. |
Use of estimates | (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. |
Investment in equity securities | (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 (income) expense, net in the condensed consolidated statements of operations and comprehensive loss. At each balance sheet date, the Company evaluates its equity securities with unrealized losses, if any, to determine if an other-than-temporary impairment has occurred. See “Note 9. Investment in equity securities” for more information. |
Legal and contingencies | (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. |
Revenue recognition | (e) Revenue recognition The Company’s primary revenue stream is the sale of LNG and natural gas to its customers, which is presented as Operating revenue in the condensed consolidated statement 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 legal title, physical possession and the risks and rewards of ownership transfer to the customer. Title typically transfers 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, we have presented 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. 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. |
Share-Based Compensation | (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 ASC 718, Compensation – Stock Compensation Equity |
Income taxes | (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 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. |
Net loss per share | (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. 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 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 19. Earnings Per Share” for additional information related to earnings per share. Please refer to "Note 2. Significant Accounting Policies," to our consolidated financial statements from our Annual Report for the discussion of our significant accounting policies. |
Revenue from contracts with c_2
Revenue from contracts with customers (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from contracts with customers [Abstract] | |
Remaining Performance Obligation | The pattern of recognition reflects the minimum guaranteed volumes in each period: Period Revenue Remainder 2019 $ 68,334 2020 135,323 2021 134,358 2022 134,358 2023 134,359 Thereafter 1,945,937 Total $ 2,552,669 |
Fair value (Tables)
Fair value (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair value [Abstract] | |
Financial Assets and Financial Liabilities | The following table presents the Company’s financial assets and financial liabilities that are measured at fair value as of March 31, 2019: March 31, 2019 Level 1 Level 2 Level 3 Total Valuation technique Assets Cash and cash equivalents $ 359,450 $ ― $ ― $ 359,450 Market approach Restricted cash 57,551 ― ― 57,551 Market approach Investment in equity securities 4,552 ― ― 4,552 Market approach Total $ 421,553 $ ― $ ― $ 421,553 Liabilities Derivative liability (1) $ ― $ ― $ 9,704 $ 9,704 Income approach Equity agreement (2) ― ― 16,422 16,422 Income approach Total $ ― $ ― $ 26,126 $ 26,126 (1) Consideration due to the sellers of Shannon LNG (as defined in “Note 12. Intangible Assets” below) once first gas is exported from the terminal to be built. (2) Paid in shares at the earlier of March 1, 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 |
Restricted cash (Tables)
Restricted cash (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Restricted Cash [Abstract] | |
Restricted Cash | As of March 31, 2019 and December 31, 2018, restricted cash consisted of the following: March 31, 2019 December 31, 2018 Collateral for performance under customer agreements $ 15,095 $ 15,095 Collateral for LNG purchases 35,927 927 Collateral for letters of credit 6,238 6,238 Other restricted cash 291 292 Total restricted cash $ 57,551 $ 22,552 Current restricted cash $ 30 $ 30 Non-current restricted cash 57,521 22,522 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventory [Abstract] | |
Inventory | As of March 31, 2019 and December 31, 2018, inventory consisted of the following: March 31, 2019 December 31, 2018 LNG and natural gas inventory $ 26,654 $ 15,611 Materials, supplies and other 348 348 Total $ 27,002 $ 15,959 |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Prepaid expenses and other current assets [Abstract] | |
Prepaid Expenses and Other Current Assets | As of March 31, 2019 and December 31, 2018, prepaid expenses and other current assets consisted of the following: March 31, 2019 December 31, 2018 Prepaid LNG $ ― $ 16,170 Prepaid charter costs 1,522 925 Prepaid expenses 1,959 1,244 Deposits 2,572 1,622 Due from affiliate 1,060 890 Other current assets 5,267 9,166 Total $ 12,380 $ 30,017 |
Investment in equity securiti_2
Investment in equity securities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Investments in equity securities [Abstract] | |
Number of Shares, Cost and Fair Value of Investment | The following tables present the number of shares, cost and fair value of the investment: March 31, 2019 (in thousands of U.S. dollars except shares) Number of Shares Cost Fair value Investment in equity securities 1,476,280 $ 3,667 $ 4,552 December 31, 2018 (in thousands of U.S. dollars except shares) Number of Shares Cost Fair value Investment in equity securities 1,476,280 $ 3,667 $ 3,656 |
Movement of Equity Securities | The movement of the equity investment during the three months ended March 31, 2019 is summarized below: March 31, 2019 Beginning of period $ 3,656 Unrealized gain/(loss) 896 End of period $ 4,552 |
Construction in progress (Table
Construction in progress (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Construction in Progress [Abstract] | |
Construction in Progress Activity | The Company’s construction in progress activity during the three months ended March 31, 2019 is detailed below: March 31, 2019 Balance at beginning of period $ 254,700 Additions 94,936 Transferred to property, plant and equipment, net (Note 11) (5,673 ) Balance at end of period $ 343,963 |
Property, plant and equipment_2
Property, plant and equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, plant and equipment, net [Abstract] | |
Property, Plant and Equipment, Net | As of March 31, 2019 and December 31, 2018 the Company’s property, plant and equipment, net consisted of the following: March 31, 2019 December 31, 2018 LNG liquefaction facilities $ 67,924 $ 65,631 ISO containers and other equipment 18,421 15,873 Land 16,588 12,779 Leasehold improvements 8,054 7,229 Vehicles 1,184 1,178 Computer equipment 808 741 Accumulated depreciation (10,967 ) (9,391 ) Total property, plant and equipment, net $ 102,012 $ 94,040 |
Intangible assets (Tables)
Intangible assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Intangible assets [Abstract] | |
Composition of Intangible Assets | The following table summarizes the composition of intangible assets as of March 31, 2019 and December 31, 2018: March 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Useful Life Shannon LNG leases and permits $ 42,700 $ 403 $ 42,297 40 to 91 Total intangible assets $ 42,700 $ 403 $ 42,297 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 |
Finance leases, net (Tables)
Finance leases, net (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Finance leases, net [Abstract] | |
Components of Direct Finance Leases | The components of the direct finance leases as of March 31, 2019 and December 31, 2018 are as follows: March 31, 2019 December 31, 2018 Finance leases $ 302,860 $ 306,832 Unearned income (209,957 ) (213,682 ) Total finance leases, net $ 92,903 $ 93,150 Current portion $ 993 $ 943 Non-current 91,910 92,207 |
Other non-current assets (Table
Other non-current assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Other non-current assets [Abstract] | |
Other Non-Current Assets | As of March 31, 2019 and December 31, 2018, Other non-current assets consisted of the following: March 31, 2019 December 31, 2018 Easements $ 1,149 $ 1,159 Port access rights 12,671 12,671 Initial lease costs 9,200 9,200 Nonrefundable deposit 10,650 10,810 Upfront payments to customers 6,350 ― Other 2,764 1,415 Total other non-current assets $ 42,784 $ 35,255 |
Accrued liabilities (Tables)
Accrued liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accrued liabilities [Abstract] | |
Accrued Liabilities | As of March 31, 2019 and December 31, 2018 accrued liabilities consisted of the following: March 31, 2019 December 31, 2018 Accrued construction costs $ 24,527 $ 41,343 Accrued IPO costs 833 5,296 Accrued vessel charter costs 5,416 ― Accrued bonuses 9,105 12,582 Other accrued expenses 14,040 8,291 Total $ 53,921 $ 67,512 |
Earnings per share (Tables)
Earnings per share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings per share [Abstract] | |
Earnings Per Share | Three Months Ended March 31, 2019 Numerator: Net loss $ (60,292 ) Less: net loss attributable to non-controlling interests 46,735 Net loss attributable to Class A shares $ (13,557 ) Denominator: Weighted-average shares-basic and diluted 14,094,534 Net loss per share - basic and diluted $ (0.96 ) |
Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share Effects Presented in Anti-dilutive | 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. Three Months Ended March 31, 2019 Unvested RSUs (1) 4,184,183 Class B shares (2) 147,058,824 Shannon Equity Agreement shares (3) 1,416,554 Total 152,659,561 (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 under application of the if-converted method. (3) Class A shares that would be issued in relation to the Shannon LNG Equity Agreement. |
Share-based compensation (Table
Share-based compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Share-based compensation [Abstract] | |
RSU Activity | The following table summarizes the RSU activity for the three months ended March 31, 2019: Restricted Stock Units Weighted- average grant date fair value per share Non-vested RSUs as of December 31, 2018 ― $ ― Granted 5,404,823 13.47 Vested and shares issued (1,220,640 ) 13.51 Forfeited ― ― Non-vested RSUs as of March 31, 2019 4,184,183 $ 13.46 |
Related party transactions (Tab
Related party transactions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Related party transactions [Abstract] | |
Due to/from Affiliates | The tables below summarizes the balances outstanding with affiliates at March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 Amounts due to affiliates $ 7,598 $ 4,481 Amounts due from affiliates 1,060 890 |
Organization (Details)
Organization (Details) | 3 Months Ended |
Mar. 31, 2019Segment | |
Organization [Abstract] | |
Number of operating segment | 1 |
Significant accounting polici_3
Significant accounting policies (Details) $ / shares in Units, $ in Thousands | Mar. 01, 2019USD ($)$ / sharesshares | Feb. 04, 2019USD ($)$ / sharesshares | Mar. 31, 2019USD ($)shares | Mar. 31, 2018USD ($) |
Basis of presentation and principles of consolidation [Abstract] | ||||
Net proceeds from initial public offering | $ | $ 274,948 | $ 0 | ||
Percentage of voting and non-economic interest | 88.00% | |||
Percentage of economic interest in NFI | 88.00% | |||
IPO [Member] | ||||
Basis of presentation and principles of consolidation [Abstract] | ||||
Stock split issued and outstanding shares effected in connection with IPO | 2.16 | |||
Class A [Member] | IPO [Member] | ||||
Basis of presentation and principles of consolidation [Abstract] | ||||
Shares issued in initial public offering (in shares) | 837,272 | 20,000,000 | ||
IPO price per share (in dollars per share) | $ / shares | $ 14 | $ 14 | ||
Net proceeds from initial public offering | $ | $ 11,000 | $ 257,000 | ||
Shares outstanding (in shares) | 20,837,272 | |||
Underwriting discounts and commissions | $ | $ 700 | |||
Class B [Member] | IPO [Member] | ||||
Basis of presentation and principles of consolidation [Abstract] | ||||
Number of shares exchanged (in shares) | 147,058,824 | 147,058,824 | ||
Shares outstanding (in shares) | 147,058,824 | 147,058,824 |
Revenue from contracts with c_3
Revenue from contracts with customers (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Contract with Customer, Asset and Liability [Abstract] | |
Receivables, revenue from contracts with customers | $ 18,862 |
Revenue, Performance Obligation Satisfied over Time [Abstract] | |
Remaining performance obligation | 2,552,669 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | |
Revenue, Performance Obligation Satisfied over Time [Abstract] | |
Remaining performance obligation | $ 68,334 |
Remaining performance obligation, expected timing of satisfaction, period | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Performance Obligation Satisfied over Time [Abstract] | |
Remaining performance obligation | $ 135,323 |
Remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Performance Obligation Satisfied over Time [Abstract] | |
Remaining performance obligation | $ 134,358 |
Remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Performance Obligation Satisfied over Time [Abstract] | |
Remaining performance obligation | $ 134,358 |
Remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Performance Obligation Satisfied over Time [Abstract] | |
Remaining performance obligation | $ 134,359 |
Remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Performance Obligation Satisfied over Time [Abstract] | |
Remaining performance obligation | $ 1,945,937 |
Remaining performance obligation, expected timing of satisfaction, period |
Fair value (Details)
Fair value (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | ||
Assets [Abstract] | |||
Total | $ 421,553 | $ 104,509 | |
Liabilities [Abstract] | |||
Total | 26,126 | 26,759 | |
Gain from derivative liability fair value adjustment | 633 | ||
Market Approach [Member] | |||
Assets [Abstract] | |||
Cash and cash equivalents | 359,450 | 78,301 | |
Restricted cash | 57,551 | 22,552 | |
Investment in equity securities | 4,552 | 3,656 | |
Income Approach [Member] | |||
Liabilities [Abstract] | |||
Derivative Liability | 9,704 | [1] | 9,835 |
Equity agreement | 16,422 | [2] | 16,924 |
Level 1 [Member] | |||
Assets [Abstract] | |||
Total | 421,553 | 104,509 | |
Liabilities [Abstract] | |||
Total | 0 | 0 | |
Level 1 [Member] | Market Approach [Member] | |||
Assets [Abstract] | |||
Cash and cash equivalents | 359,450 | 78,301 | |
Restricted cash | 57,551 | 22,552 | |
Investment in equity securities | 4,552 | 3,656 | |
Level 1 [Member] | Income Approach [Member] | |||
Liabilities [Abstract] | |||
Derivative Liability | 0 | [1] | 0 |
Equity agreement | 0 | [2] | 0 |
Level 2 [Member] | |||
Assets [Abstract] | |||
Total | 0 | 0 | |
Liabilities [Abstract] | |||
Total | 0 | 0 | |
Level 2 [Member] | Market Approach [Member] | |||
Assets [Abstract] | |||
Cash and cash equivalents | 0 | 0 | |
Restricted cash | 0 | 0 | |
Investment in equity securities | 0 | 0 | |
Level 2 [Member] | Income Approach [Member] | |||
Liabilities [Abstract] | |||
Derivative Liability | 0 | [1] | 0 |
Equity agreement | 0 | [2] | 0 |
Level 3 [Member] | |||
Assets [Abstract] | |||
Total | 0 | 0 | |
Liabilities [Abstract] | |||
Total | 26,126 | 26,759 | |
Level 3 [Member] | Market Approach [Member] | |||
Assets [Abstract] | |||
Cash and cash equivalents | 0 | 0 | |
Restricted cash | 0 | 0 | |
Investment in equity securities | 0 | 0 | |
Level 3 [Member] | Income Approach [Member] | |||
Liabilities [Abstract] | |||
Derivative Liability | 9,704 | [1] | 9,835 |
Equity agreement | $ 16,422 | [2] | $ 16,924 |
[1] | Consideration due to the sellers of Shannon LNG (as defined in "Note 12. Intangible Assets" below) once first gas is exported from the terminal to be built. | ||
[2] | Paid in shares at the earlier of March 1, 2020 or the commencement of significant construction activities specified in the Shannon LNG Agreement. |
Restricted cash (Details)
Restricted cash (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Restricted Cash [Abstract] | ||
Collateral for performance under customer agreements | $ 15,095 | $ 15,095 |
Collateral for LNG purchases | 35,927 | 927 |
Collateral for letters of credit | 6,238 | 6,238 |
Other restricted cash | 291 | 292 |
Total restricted cash | 57,551 | 22,552 |
Current restricted cash | 30 | 30 |
Non-current restricted cash | $ 57,521 | $ 22,522 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Inventory [Abstract] | ||
LNG and natural gas inventory | $ 26,654 | $ 15,611 |
Materials, supplies and other | 348 | 348 |
Total | $ 27,002 | $ 15,959 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets (Details) $ in Thousands, gal in Millions, BTU in Trillions | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($)BTUgal |
Detail of Prepaid Expenses and Other Current Assets [Abstract] | ||
Prepaid LNG | $ 0 | $ 16,170 |
Prepaid charter costs | 1,522 | 925 |
Prepaid expenses | 1,959 | 1,244 |
Deposits | 2,572 | 1,622 |
Due from affiliate | 1,060 | 890 |
Other current assets | 5,267 | 9,166 |
Total | $ 12,380 | $ 30,017 |
Volume of LNG | gal | 17 | |
Energy of LNG | BTU | 1.4 |
Investment in equity securiti_3
Investment in equity securities, Number of Shares, Cost and Fair Value of Investment (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Investments in equity securities [Abstract] | ||
Number of shares (in shares) | 1,476,280 | 1,476,280 |
Cost | $ 3,667 | $ 3,667 |
Fair value | $ 4,552 | $ 3,656 |
Investment in equity securiti_4
Investment in equity securities, Movement of Available-for-sale Investment (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Investments in equity securities [Abstract] | |
Beginning of period | $ 3,656 |
Unrealized gain/(loss) | 896 |
End of period | $ 4,552 |
Construction in progress (Detai
Construction in progress (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Construction in Progress [Roll Forward] | ||
Balance at beginning of period | $ 254,700 | |
Additions | 94,936 | |
Transferred to property, plant and equipment, net (Note 11) | (5,673) | |
Balance at end of period | 343,963 | |
Interest expense | $ 3,669 | $ 0 |
Property, plant and equipment_3
Property, plant and equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Accumulated depreciation | $ (10,967) | $ (9,391) | |
Total property, plant and equipment, net | 102,012 | 94,040 | |
Depreciation | 1,580 | $ 857 | |
Cost of Sales [Member] | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Depreciation | 158 | $ 161 | |
LNG Liquefaction Facilities [Member] | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property, plant and equipment, gross | 67,924 | 65,631 | |
ISO Containers and Other Equipment [Member] | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property, plant and equipment, gross | 18,421 | 15,873 | |
Land [Member] | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property, plant and equipment, gross | 16,588 | 12,779 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property, plant and equipment, gross | 8,054 | 7,229 | |
Vehicles [Member] | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property, plant and equipment, gross | 1,184 | 1,178 | |
Computer Equipment [Member] | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property, plant and equipment, gross | $ 808 | $ 741 |
Intangible assets (Details)
Intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 42,700 | $ 43,191 |
Accumulated Amortization | 403 | 134 |
Net Carrying Amount | $ 42,297 | 43,057 |
Weighted average amortization period for intangible assets | 39 years 10 months 13 days | |
Shannon LNG Leases and Permits [Member] | ||
Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 42,700 | 43,191 |
Accumulated Amortization | 403 | 134 |
Net Carrying Amount | $ 42,297 | $ 43,057 |
Shannon LNG Leases and Permits [Member] | Minimum [Member] | ||
Intangible Assets, Net [Abstract] | ||
Useful Life | 40 years | 40 years |
Shannon LNG Leases and Permits [Member] | Maximum [Member] | ||
Intangible Assets, Net [Abstract] | ||
Useful Life | 91 years | 91 years |
Finance leases, net (Details)
Finance leases, net (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Finance leases, net [Abstract] | ||
Finance leases | $ 302,860 | $ 306,832 |
Unearned income | (209,957) | (213,682) |
Total finance leases, net | 92,903 | 93,150 |
Current portion | 993 | 943 |
Non-current | $ 91,910 | $ 92,207 |
Other non-current assets (Detai
Other non-current assets (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)SalesContract | Dec. 31, 2018USD ($) | |
Other non-current assets [Abstract] | ||
Easements | $ 1,149 | $ 1,159 |
Port access rights | 12,671 | 12,671 |
Initial lease costs | 9,200 | 9,200 |
Nonrefundable deposit | 10,650 | 10,810 |
Upfront payments to customers | 6,350 | 0 |
Other | 2,764 | 1,415 |
Total other non-current assets | $ 42,784 | $ 35,255 |
Number of sales contracts | SalesContract | 2 | |
Payments made to contracts under agreement | $ 5,000 | |
Additional payments made to contracts under agreement | $ 1,350 |
Accrued liabilities (Details)
Accrued liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Accrued liabilities [Abstract] | ||
Accrued construction costs | $ 24,527 | $ 41,343 |
Accrued IPO costs | 833 | 5,296 |
Accrued vessel charter costs | 5,416 | 0 |
Accrued bonuses | 9,105 | 12,582 |
Other accrued expenses | 14,040 | 8,291 |
Total accrued liabilities | $ 53,921 | $ 67,512 |
Debt (Details)
Debt (Details) $ in Thousands | Mar. 21, 2019USD ($) | Mar. 31, 2019USD ($)Extension | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)Lender |
New Term Loan Facility [Abstract] | ||||
Term loan facility | $ 488,331 | $ 272,192 | ||
Initial borrowing amount | 220,000 | $ 0 | ||
Amortization of debt issuance costs | 981 | 174 | ||
New Term Loan Facility [Member] | ||||
New Term Loan Facility [Abstract] | ||||
Aggregate principal amount | $ 500,000 | |||
Number of lenders | Lender | 2 | |||
Initial borrowing amount | $ 220,000 | $ 280,000 | ||
Outstanding borrowings | 500,000 | |||
Debt instrument, basis spread on variable rate | 4.00% | |||
Additional fees paid | 4,400 | |||
Unamortized deferred financing cost | 10,419 | |||
Amortization of debt issuance costs | 2,064 | 174 | ||
Capitalized costs | $ 1,083 | $ 0 | ||
New Term Loan Facility [Member] | Interest Rate [Member] | ||||
New Term Loan Facility [Abstract] | ||||
Debt instrument, basis spread on variable rate | 1.00% | |||
Maturity date | Dec. 31, 2019 | |||
Debt instrument, frequency of periodic payment | quarterly | |||
Debt instrument, periodic payment | $ 1,250 | |||
Number of extensions for maturity date | Extension | 2 | |||
Additional extended maturity period | 6 months | |||
Increase in interest rate | 0.50% | |||
Percentage of fee payable in outstanding principal for extension of maturity date | 1.00% | |||
New Term Loan Facility [Member] | Federal Funds Rate [Member] | ||||
New Term Loan Facility [Abstract] | ||||
Debt instrument, basis spread on variable rate | 0.50% | |||
New Term Loan Facility [Member] | LIBOR [Member] | ||||
New Term Loan Facility [Abstract] | ||||
Debt instrument, basis spread on variable rate | 1.00% | |||
Debt instrument, term of variable rate | 1 month | |||
Interest rate plus spread | 3.00% |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Nov. 09, 2018 | |
Provision / (Benefit) for the Taxes on Income [Abstract] | |||
Deferred tax asset | $ 44,473 | ||
Effective tax rate | (0.41%) | 1.69% | |
Tax expense (benefit) | $ 246 | $ (187) | |
Uncertain tax positions | $ 0 | ||
Jamaica [Member] | |||
Provision / (Benefit) for the Taxes on Income [Abstract] | |||
Statutory tax rate | 25.00% | ||
Ireland [Member] | |||
Provision / (Benefit) for the Taxes on Income [Abstract] | |||
Net operating loss carryforwards | $ 41,395 |
Commitments and contingencies (
Commitments and contingencies (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments and contingencies [Abstract] | |
Tangible personal property tax accrued | $ 1,204 |
Earnings per share (Details)
Earnings per share (Details) $ / shares in Units, $ in Thousands | Feb. 04, 2019shares | Feb. 04, 2019USD ($)shares | Mar. 31, 2019USD ($)shares | Mar. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2018USD ($)$ / sharesshares | |
Numerator [Abstract] | ||||||
Net loss | $ | $ (8,003) | $ (52,289) | $ (60,292) | $ (10,913) | ||
Net loss attributable to non-controlling interest | $ | 46,735 | 0 | ||||
Net loss attributable to stockholders | $ | $ (13,557) | $ (10,913) | ||||
Denominator [Abstract] | ||||||
Weighted-average shares-basic and diluted (in shares) | 14,094,534 | 0 | ||||
Net loss per share - basic and diluted (in dollars per share) | $ / shares | $ (0.96) | $ 0 | ||||
Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share Effects Presented in Anti-dilutive [Abstract] | ||||||
Anti-dilutive securities excluded from computation of diluted weighted average shares outstanding (in shares) | [1] | 152,659,561 | ||||
Class B [Member] | ||||||
Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share Effects Presented in Anti-dilutive [Abstract] | ||||||
Anti-dilutive securities excluded from computation of diluted weighted average shares outstanding (in shares) | [1] | 147,058,824 | ||||
IPO [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Stock split issued and outstanding shares effected in connection with IPO | 2.16 | |||||
IPO [Member] | Class B [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares exchanged (in shares) | 147,058,824 | 147,058,824 | ||||
Shares outstanding (in shares) | 147,058,824 | 147,058,824 | 147,058,824 | 147,058,824 | ||
Unvested RSU [Member] | ||||||
Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share Effects Presented in Anti-dilutive [Abstract] | ||||||
Anti-dilutive securities excluded from computation of diluted weighted average shares outstanding (in shares) | [2] | 4,184,183 | ||||
Shannon Equity Agreement [Member] | ||||||
Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share Effects Presented in Anti-dilutive [Abstract] | ||||||
Anti-dilutive securities excluded from computation of diluted weighted average shares outstanding (in shares) | [3] | 1,416,554 | ||||
[1] | Class B shares at the end of the period are considered potentially dilutive Class A shares under application of the if-converted method. | |||||
[2] | Represents the number of instruments outstanding at the end of the period. | |||||
[3] | Class A shares that would be issued in relation to the Shannon LNG Equity Agreement. |
Share-based compensation (Detai
Share-based compensation (Details) - Restricted Stock Units [Member] $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
Number of Shares [Roll Forward] | |
Non-vested RSUs, beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 5,404,823 |
Vested and shares issued (in shares) | shares | (1,220,640) |
Forfeited (in shares) | shares | 0 |
Non-vested RSUs, ending balance (in shares) | shares | 4,184,183 |
Weighted Average Grant Date Fair Value Per Share [Abstract] | |
Non-vested RSUs, beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 13.47 |
Vested and shares issued (in dollars per share) | $ / shares | 13.51 |
Forfeited (in dollars per share) | $ / shares | 0 |
Non-vested RSUs, ending balance (in dollars per share) | $ / shares | $ 13.46 |
Recognized compensation expense | $ | $ 19,037 |
Unrecognized compensation cost | $ | $ 53,780 |
Weighted-average remaining vesting period of non-vested stock (in years) | 1 year 9 months 29 days |
Selling, General and Administrative Expenses [Member] | |
Weighted Average Grant Date Fair Value Per Share [Abstract] | |
Recognized compensation expense | $ | $ 18,968 |
Operations and Maintenance [Member] | |
Weighted Average Grant Date Fair Value Per Share [Abstract] | |
Recognized compensation expense | $ | $ 69 |
Minimum [Member] | |
Weighted Average Grant Date Fair Value Per Share [Abstract] | |
Vesting period | 10 months |
Maximum [Member] | |
Weighted Average Grant Date Fair Value Per Share [Abstract] | |
Vesting period | 3 years |
Leases, as lessee (Details)
Leases, as lessee (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)RenewalOption | Mar. 31, 2018USD ($) | |
Leases [Abstract] | ||
Rental expense | $ | $ 8,437 | $ 4,485 |
Initial lease term | 5 years | |
Renewal of lease term | 5 years | |
Percentage of annual lease payment escalation | 2.50% | |
Marine Port Berth [Member] | ||
Leases [Abstract] | ||
Initial lease term | 10 years | |
Renewal of lease term | 12 years | |
Percentage of annual lease payment escalation | 15.00% | |
Lease payment escalation term | 5 years | |
LNG Vessel Time Charter One [Member] | ||
Leases [Abstract] | ||
Renewal of lease term | 3 months | |
LNG Vessel Time Charter Two [Member] | ||
Leases [Abstract] | ||
Renewal of lease term | 0 years | |
Percentage of annual lease payment escalation | 2.00% | |
Lease payment escalation term | 3 years | |
LNG Vessel Time Charter Third [Member] | ||
Leases [Abstract] | ||
Initial lease term | 15 years | |
Renewal of lease term | 5 years | |
Non-cancellable lease term | 3 years | |
Office Space Miami and Florida [Member] | ||
Leases [Abstract] | ||
Renewal of lease term | 5 years | |
Percentage of annual lease payment escalation | 3.00% | |
Number of renewal options | 2 | |
Office Space Montego Bay and Jamaica [Member] | ||
Leases [Abstract] | ||
Percentage of annual lease payment escalation | 5.00% | |
Number of renewal options | 1 |
Related party transactions (Det
Related party transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Aug. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Related party transaction [Abstract] | ||||
Administrative and general expenses | $ 2,779 | $ 347 | ||
Amount paid to aircraft operator market rates | 976 | 233 | ||
Amount due to affiliates | 7,598 | $ 4,481 | ||
Amounts due from affiliates | $ 1,060 | 890 | ||
DevTech Investment [Member] | ||||
Related party transaction [Abstract] | ||||
Minority interest percentage in exchange for cash consideration | 10.00% | |||
Percentage of note payable purchased by affiliate | 10.00% | |||
Note payable due | $ 1,073 | |||
Interest expense on note payable | 22 | |||
Amounts due from affiliates | 665 | |||
Fortress [Member] | ||||
Related party transaction [Abstract] | ||||
Amount due to affiliates | 6,935 | 3,579 | ||
Florida East Coast Industries [Member] | ||||
Related party transaction [Abstract] | ||||
Amount due to affiliates | 0 | 597 | ||
Land and office lease expense | 647 | 46 | ||
Florida East Coast Industries [Member] | Selling, General and Administrative Expenses [Member] | ||||
Related party transaction [Abstract] | ||||
Land and office lease expense | 185 | 0 | ||
Florida East Coast Industries [Member] | Construction in Progress [Member] | ||||
Related party transaction [Abstract] | ||||
Land and office lease expense | 386 | 0 | ||
Florida East Coast Industries [Member] | Construction in Progress [Member] | Operations and Maintenance [Member] | ||||
Related party transaction [Abstract] | ||||
Land and office lease expense | 76 | $ 46 | ||
Fortress Affiliated Entities [Member] | ||||
Related party transaction [Abstract] | ||||
Amount due to affiliates | 663 | 305 | ||
Amounts due from affiliates | $ 395 | $ 525 |
Related party transactions, Due
Related party transactions, Due to/from Affiliates (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Related party transactions [Abstract] | ||
Amounts due to affiliates | $ 7,598 | $ 4,481 |
Amounts due from affiliates | $ 1,060 | $ 890 |