☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 83-1482060 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
111 W. 19th Street, 8th Floor New York, NY | 10011 | |
(Address of principal executive offices) | (Zip Code) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Class A shares, representing limited liability company interests | “NFE” | NASDAQ Global Select Market |
Large accelerated filer ☐ | Accelerated filer ☒ | |
Non-accelerated filer ☐ | Smaller reporting company ☐ | |
Emerging growth company ☒ |
ii | ||
iii | ||
5 | ||
Item 1. | 5 | |
Item 2. | 28 | |
Item 3. | 38 | |
Item 4. | 39 | |
40 | ||
Item 1. | 40 | |
Item 1A. | 40 | |
Item 2. | 71 | |
Item 3. | 71 | |
Item 4. | 71 | |
Item 5. | 71 | |
Item 6. | 72 | |
73 |
Btu | the amount of heat required to raise the temperature of one avoirdupois pound of pure water from 59 degrees Fahrenheit to 60 degrees Fahrenheit at an absolute pressure of 14.696 pounds per square inch gage |
CAA | Clean Air Act |
CERCLA | Comprehensive Environmental Response, Compensation and Liability Act |
CWA | Clean Water Act |
DOE | U.S. Department of Energy |
FERC | Federal Energy Regulatory Commission |
GAAP | generally accepted accounting principles in the United States |
GHG | greenhouse gases |
GSA | gas sales agreement |
Henry Hub | a natural gas pipeline located in Erath, Louisiana that serves as the official delivery location for futures contracts on the New York Mercantile Exchange |
ISO container | International Organization of Standardization, an intermodal container |
LNG | natural gas in its liquid state at or below its boiling point at or near atmospheric pressure |
MMBtu | one million Btus, which corresponds to approximately 12.1 LNG gallons |
MW | megawatt. We estimate 2,500 LNG gallons would be required to produce one megawatt |
NGA | Natural Gas Act of 1938, as amended |
non-FTA countries | countries without a free trade agreement with the United States providing for national treatment for trade in natural gas and with which trade is permitted |
OPA | Oil Pollution Act |
OUR | Office of Utilities Regulation (Jamaica) |
PHMSA | Pipeline and Hazardous Materials Safety Administration |
PPA | power purchase agreement |
SSA | steam supply agreement |
TBtu | one trillion Btus, which corresponds to approximately 12,100,000 LNG gallons |
• | our limited operating history; |
• | loss of one or more of our customers; |
• | inability to procure LNG on a fixed-price basis, or otherwise to manage LNG price risks, including hedging arrangements; |
• | the completion of construction on our LNG terminals, power plants or Liquefaction Facilities (as defined herein) and the terms of our construction contracts for the completion of these assets; |
• | cost overruns and delays in the completion of one or more of our LNG terminals, power plants or Liquefaction Facilities, as well as difficulties in obtaining sufficient financing to pay for such costs and delays; |
• | our ability to obtain additional financing to effect our strategy; |
• | failure to produce or purchase sufficient amounts of LNG or natural gas at favorable prices to meet customer demand; |
• | hurricanes or other natural or manmade disasters; |
• | the severity and duration of world health events, including the recent novel coronavirus (“COVID-19”) pandemic and related economic and political impacts on our or our customers’ or suppliers’ operations and financial status; |
• | failure to obtain and maintain approvals and permits from governmental and regulatory agencies; |
• | operational, regulatory, environmental, political, legal and economic risks pertaining to the construction and operation of our facilities; |
• | inability to contract with suppliers and tankers to facilitate the delivery of LNG on their chartered LNG tankers; |
• | volatility or cyclical or other changes in the demand for and price of LNG and natural gas and alternative fuels including oil-based fuels; |
• | uncertainty regarding the timing, pace and extent of an economic recovery in the United States, the other jurisdictions in which we operate and elsewhere, which in turn will likely affect demand for crude oil and natural gas; |
• | failure of natural gas to be a competitive source of energy in the markets in which we operate, and seek to operate; |
• | competition from third parties in our business; |
• | inability to re-finance our outstanding indebtedness or implement our financing plans; |
• | changes to environmental and similar laws and governmental regulations that are adverse to our operations; |
• | inability to enter into favorable agreements and obtain necessary regulatory approvals; |
• | the tax treatment of us or of an investment in our Class A shares; |
• | the completion of the Exchange Transactions (as defined below); |
• | a major health and safety incident relating to our business; |
• | increased labor costs, and the unavailability of skilled workers or our failure to attract and retain qualified personnel; and |
• | risks related to the jurisdictions in which we do, or seek to do, business, particularly Florida, Puerto Rico, Mexico, Jamaica, Angola, Nicaragua and other jurisdictions in the Caribbean. |
March 31, 2020 | December 31, 2019 | |||||||
Assets | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | 232,698 | $ | 27,098 | ||||
Restricted cash | 32,512 | 30,966 | ||||||
Receivables, net of allowances of $0 and $0, respectively | 45,976 | 49,890 | ||||||
Inventory | 28,602 | 63,432 | ||||||
Prepaid expenses and other current assets | 74,826 | 39,734 | ||||||
Total current assets | 414,614 | 211,120 | ||||||
Restricted cash | 26,055 | 34,971 | ||||||
Construction in progress | 333,646 | 466,587 | ||||||
Property, plant and equipment, net | 479,089 | 192,222 | ||||||
Right-of-use asset, net | 115,511 | - | ||||||
Intangible assets, net | 42,276 | 43,540 | ||||||
Finance leases, net | 1,002 | 91,174 | ||||||
Investment in equity securities | 140 | 2,540 | ||||||
Deferred tax assets, net | 2,756 | 34 | ||||||
Other non-current assets | 74,027 | 81,626 | ||||||
Total assets | $ | 1,489,116 | $ | 1,123,814 | ||||
Liabilities | ||||||||
Current liabilities | ||||||||
Accounts payable | $ | 21,256 | $ | 11,593 | ||||
Accrued liabilities | 68,529 | 54,943 | ||||||
Current lease liabilities | 29,944 | - | ||||||
Due to affiliates | 7,377 | 10,252 | ||||||
Other current liabilities | 24,545 | 25,475 | ||||||
Total current liabilities | 151,651 | 102,263 | ||||||
Long-term debt | 945,209 | 619,057 | ||||||
Non-current lease liabilities | 64,760 | - | ||||||
Deferred tax liabilities, net | - | 241 | ||||||
Other long-term liabilities | 13,305 | 14,929 | ||||||
Total liabilities | 1,174,925 | 736,490 | ||||||
Commitments and contingences (Note 18) | ||||||||
Stockholders’ equity | ||||||||
Class A shares, 24,820,003 shares issued and 24,236,495 outstanding as of March 31, 2020; 23,607,096 shares issued and outstanding as of December 31, 2019 | 133,166 | 130,658 | ||||||
Treasury shares, 583,508 shares as of March 31, 2020, at cost; 0 shares at December 31, 2019, at cost | (6,132 | ) | - | |||||
Class B shares, 144,342,572 shares, issued and outstanding as of March 31, 2020 and December 31, 2019 | - | - | ||||||
Accumulated deficit | (55,427 | ) | (45,823 | ) | ||||
Accumulated other comprehensive loss | (83 | ) | (30 | ) | ||||
Total stockholders' equity attributable to NFE | 71,524 | 84,805 | ||||||
Non-controlling interest | 242,667 | 302,519 | ||||||
Total stockholders' equity | 314,191 | 387,324 | ||||||
Total liabilities and stockholders' equity | $ | 1,489,116 | $ | 1,123,814 |
Three Months Ended March 31, | ||||||||
2020 | 2019 | |||||||
Revenues | ||||||||
Operating revenue | $ | 63,502 | $ | 26,138 | ||||
Other revenue | 11,028 | 3,813 | ||||||
Total revenues | 74,530 | 29,951 | ||||||
Operating expenses | ||||||||
Cost of sales | 68,216 | 33,349 | ||||||
Operations and maintenance | 8,483 | 4,499 | ||||||
Selling, general and administrative | 28,370 | 49,749 | ||||||
Loss on mitigation sales | 208 | - | ||||||
Depreciation and amortization | 5,254 | 1,691 | ||||||
Total operating expenses | 110,531 | 89,288 | ||||||
Operating loss | (36,001 | ) | (59,337 | ) | ||||
Interest expense | 13,890 | 3,284 | ||||||
Other expense (income), net | 611 | (2,575 | ) | |||||
Loss on extinguishment of debt, net | 9,557 | - | ||||||
Loss before taxes | (60,059 | ) | (60,046 | ) | ||||
Tax (benefit) expense | (4 | ) | 246 | |||||
Net loss | (60,055 | ) | (60,292 | ) | ||||
Net loss attributable to non-controlling interest | 51,757 | 46,735 | ||||||
Net loss attributable to stockholders | $ | (8,298 | ) | $ | (13,557 | ) | ||
Net loss per share – basic and diluted | $ | (0.32 | ) | $ | (0.96 | ) | ||
Weighted average number of shares outstanding – basic and diluted | 26,029,492 | 14,094,534 | ||||||
Other comprehensive loss: | ||||||||
Net loss | $ | (60,055 | ) | $ | (60,292 | ) | ||
Unrealized loss on currency translation adjustment | 369 | - | ||||||
Comprehensive loss | (60,424 | ) | (60,292 | ) | ||||
Comprehensive loss attributable to non-controlling interest | 52,073 | 46,735 | ||||||
Comprehensive loss attributable to stockholders | $ | (8,351 | ) | $ | (13,557 | ) |
Members' Capital | Class A shares | Class B shares | Treasury shares | Accumulated | Accumulated other comprehensive | Non- controlling | Total stockholders' | |||||||||||||||||||||||||||||||||||||||||
Units | Amounts | Shares | Amount | Shares | Amount | Shares | Amount | deficit | (loss) income | Interest | equity | |||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2019 | - | $ | - | 23,607,096 | $ | 130,658 | 144,342,572 | $ | - | - | $ | - | $ | (45,823 | ) | $ | (30 | ) | $ | 302,519 | $ | 387,324 | ||||||||||||||||||||||||||
Cumulative effect of accounting change (ASC 842) | - | - | - | - | - | - | - | - | (1,306 | ) | - | (7,779 | ) | (9,085 | ) | |||||||||||||||||||||||||||||||||
Net loss | - | - | - | - | - | - | - | - | (8,298 | ) | - | (51,757 | ) | (60,055 | ) | |||||||||||||||||||||||||||||||||
Other comprehensive loss | - | - | - | - | - | - | - | - | - | (53 | ) | (316 | ) | (369 | ) | |||||||||||||||||||||||||||||||||
Share-based compensation expense | - | - | - | 2,508 | - | - | - | - | - | - | - | 2,508 | ||||||||||||||||||||||||||||||||||||
Issuance of shares for vested RSUs | - | - | 1,212,907 | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
Shares withheld from employees related to share-based compensation, at cost | - | - | - | - | - | - | (583,508 | ) | (6,132 | ) | - | - | - | (6,132 | ) | |||||||||||||||||||||||||||||||||
Balance as of March 31, 2020 | - | $ | - | 24,820,003 | $ | 133,166 | 144,342,572 | $ | - | (583,508 | ) | $ | (6,132 | ) | $ | (55,427 | ) | $ | (83 | ) | $ | 242,667 | $ | 314,191 |
Members' Capital | Class A shares | Class B shares | Treasury shares | Accumulated | Accumulated other comprehensive | Non- controlling | Total stockholders' | |||||||||||||||||||||||||||||||||||||||||
Units | Amounts | Shares | Amount | Shares | Amount | Shares | Amount | deficit | (loss) income | Interest | equity | |||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2018 | 67,983,095 | $ | 426,741 | - | $ | - | - | $ | - | - | $ | - | $ | (158,423 | ) | $ | (11 | ) | $ | 14,340 | $ | 282,647 | ||||||||||||||||||||||||||
Activity prior to the IPO and related organizational transactions: | ||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | - | - | - | - | - | - | - | - | (7,923 | ) | 11 | (91 | ) | (8,003 | ) | |||||||||||||||||||||||||||||||||
Effects of the IPO and related organizational transactions: | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Class A shares in the IPO, net of underwriting discount and offering costs | - | - | 20,837,272 | 32,136 | - | - | - | - | - | - | 235,874 | 268,010 | ||||||||||||||||||||||||||||||||||||
Effects of the reorganization transactions | (67,983,095 | ) | (426,741 | ) | - | 51,092 | 147,058,824 | - | - | - | 146,420 | - | 229,229 | - | ||||||||||||||||||||||||||||||||||
Activity subsequent to the IPO and related organizational transactions: | ||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | - | - | - | - | - | - | - | - | (5,645 | ) | - | (46,644 | ) | (52,289 | ) | |||||||||||||||||||||||||||||||||
Share-based compensation expense | - | - | - | 19,037 | - | - | - | - | - | - | - | 19,037 | ||||||||||||||||||||||||||||||||||||
Balance as of March 31, 2019 | - | $ | - | 20,837,272 | $ | 102,265 | 147,058,824 | $ | - | - | $ | - | $ | (25,571 | ) | $ | - | $ | 432,708 | $ | 509,402 |
Three Months Ended March 31, | ||||||||
2020 | 2019 | |||||||
Cash flows from operating activities | ||||||||
Net loss | $ | (60,055 | ) | $ | (60,292 | ) | ||
Adjustments for: | ||||||||
Amortization of deferred financing costs | 3,353 | 981 | ||||||
Depreciation and amortization | 5,481 | 1,849 | ||||||
Loss on extinguishment of debt, net | 9,557 | - | ||||||
Deferred taxes | (18 | ) | 201 | |||||
Change in value of Investment in equity securities | 2,400 | (896 | ) | |||||
Share-based compensation | 2,508 | 19,037 | ||||||
Other | 88 | 204 | ||||||
Decrease (Increase) in receivables | 5,752 | (3,102 | ) | |||||
Decrease (Increase) in inventories | 34,830 | (11,043 | ) | |||||
(Increase) Decrease in other assets | (54,080 | ) | 15,684 | |||||
Decrease in right-of-use asset, net | 9,263 | - | ||||||
Increase in accounts payable/accrued liabilities | 2,132 | 3,567 | ||||||
(Decrease) Increase in amounts due to affiliates | (2,875 | ) | 3,117 | |||||
(Decrease) in lease liabilities | (9,170 | ) | - | |||||
(Decrease) in other liabilities | (477 | ) | (355 | ) | ||||
Net cash used in operating activities | (51,311 | ) | (31,048 | ) | ||||
Cash flows from investing activities | ||||||||
Capital expenditures | (56,098 | ) | (136,281 | ) | ||||
Principal payments received on finance lease, net | 50 | 284 | ||||||
Net cash used in investing activities | (56,048 | ) | (135,997 | ) | ||||
Cash flows from financing activities | ||||||||
Proceeds from borrowings of debt | 832,144 | 220,000 | ||||||
Payment of deferred financing costs | (14,069 | ) | (4,400 | ) | ||||
Repayment of debt | (506,402 | ) | (1,250 | ) | ||||
Proceeds from IPO | - | 274,948 | ||||||
Payments related to tax withholdings for share-based compensation | (6,084 | ) | - | |||||
Payment of offering costs | - | (6,105 | ) | |||||
Net cash provided by financing activities | 305,589 | 483,193 | ||||||
Net increase in cash, cash equivalents and restricted cash | 198,230 | 316,148 | ||||||
Cash, cash equivalents and restricted cash – beginning of period | 93,035 | 100,853 | ||||||
Cash, cash equivalents and restricted cash – end of period | $ | 291,265 | $ | 417,001 | ||||
Supplemental disclosure of non-cash investing and financing activities: | ||||||||
Changes in Accounts payable and accrued liabilities associated with construction in progress and property, plant and equipment additions | $ | 13,359 | $ | (32,946 | ) |
1. | Organization |
2. | Significant accounting policies |
(a) | Basis of presentation and principles of consolidation |
(b) | Use of estimates |
(c) | Legal and contingencies |
(d) | Revenue recognition |
3. | Adoption of new and revised standards |
a) | New standards, amendments and interpretations issued but not effective for the financial year beginning January 1, 2020: |
b) | New and amended standards adopted by the Company: |
4. | Revenue from contracts with customers |
March 31, 2020 | December 31, 2019 | |||||||
Contract assets - current | $ | 4,570 | $ | 3,787 | ||||
Contract assets - non-current | 21,582 | 19,474 | ||||||
Total contract assets | $ | 26,152 | $ | 23,261 | ||||
Contract liability | $ | 3,546 | $ | 6,542 | ||||
Revenue recognized in the period from: | ||||||||
Amounts included in contract liability at the beginning of the period | $ | 3,136 | $ | - |
Three Months Ended March 31, | ||||||||
2020 | 2019 | |||||||
Development services revenue | $ | 10,071 | $ | - | ||||
Lease and other revenue | 957 | 3,813 | ||||||
Total other revenue | $ | 11,028 | $ | 3,813 |
Period | Revenue | |||
Remainder of 2020 | $ | 180,354 | ||
2021 | 228,237 | |||
2022 | 226,728 | |||
2023 | 226,000 | |||
2024 | 225,283 | |||
Thereafter | 3,065,162 | |||
Total | $ | 4,151,764 |
5. | Leases |
Three Months Ended March 31, 2020 | ||||
Fixed lease cost | $ | 10,267 | ||
Variable lease cost | 639 | |||
Short-term lease cost | 286 | |||
Lease cost - Cost of Sales | $ | 9,351 | ||
Lease cost - Operations and maintenance | 388 | |||
Lease cost - Selling, general and administrative | 1,453 |
Three Months Ended March 31, 2020 | ||||
Operating cash outflows for operating lease liabilities | $ | 10,096 | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | 127,994 |
Operating Leases | ||||
Due remainder of 2020 | $ | 27,296 | ||
2021 | 35,382 | |||
2022 | 18,291 | |||
2023 | 6,986 | |||
2024 | 7,098 | |||
Thereafter | 33,454 | |||
Total lease payments | 128,507 | |||
Less: effects of discounting | 33,803 | |||
Present value of lease liabilities | $ | 94,704 | ||
Current lease liabilities | $ | 29,944 | ||
Non-current lease liabilities | 64,760 |
Operating Leases | ||||
2020 | $ | 37,776 | ||
2021 | 35,478 | |||
2022 | 18,387 | |||
2023 | 7,083 | |||
2024 | 7,151 | |||
Thereafter | 26,458 | |||
Total | $ | 132,333 |
March 31, 2020 | ||||
Property, plant and equipment | $ | 8,872 | ||
Accumulated depreciation | (501 | ) | ||
Property, plant and equipment, net | $ | 8,371 |
Future cash receipts | ||||||||
Financing leases | Operating leases | |||||||
Remainder of 2020 | $ | 226 | $ | 234 | ||||
2021 | 303 | 262 | ||||||
2022 | 298 | 222 | ||||||
2023 | 304 | 225 | ||||||
2024 | 304 | 227 | ||||||
Thereafter | 837 | 916 | ||||||
Total | $ | 2,272 | $ | 2,086 | ||||
Less: Imputed interest | 1,064 | |||||||
Present value of total lease receipts | $ | 1,208 | ||||||
Current finance leases, net | $ | 206 | ||||||
Non-current finance leases, net | 1,002 |
6. | Fair value |
• | 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. |
• | 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). |
March 31, 2020 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Valuation technique | |||||||||||||
Assets | |||||||||||||||||
Cash and cash equivalents | $ | 232,698 | $ | - | $ | - | $ | 232,698 | Market approach | ||||||||
Restricted cash | 58,567 | - | - | 58,567 | Market approach | ||||||||||||
Investment in equity securities | 140 | - | - | 140 | Market approach | ||||||||||||
Total | $ | 291,405 | $ | - | $ | - | $ | 291,405 | |||||||||
Liabilities | |||||||||||||||||
Derivative liability¹ | $ | - | $ | - | $ | 8,583 | $ | 8,583 | Income approach | ||||||||
Equity agreement² | - | - | 15,863 | 15,863 | Income approach | ||||||||||||
Total | $ | - | $ | - | $ | 24,446 | $ | 24,446 |
December 31, 2019 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Valuation technique | |||||||||||||
Assets | |||||||||||||||||
Cash and cash equivalents | $ | 27,098 | $ | - | $ | - | $ | 27,098 | Market approach | ||||||||
Restricted cash | 65,937 | - | - | 65,937 | Market approach | ||||||||||||
Investment in equity securities | 2,540 | - | - | 2,540 | Market approach | ||||||||||||
Total | $ | 95,575 | $ | - | $ | - | $ | 95,575 | |||||||||
Liabilities | |||||||||||||||||
Derivative liability¹ | $ | - | $ | - | $ | 9,800 | $ | 9,800 | Income approach | ||||||||
Equity agreement² | - | - | 16,800 | 16,800 | Income approach | ||||||||||||
Total | $ | - | $ | - | $ | 26,600 | $ | 26,600 |
(1) | Consideration due to the sellers of Shannon LNG once first gas is supplied from the terminal to be built. |
(2) | To be paid in shares at the earlier of agreed-upon date or the commencement of significant construction activities specified in the Shannon LNG Agreement. |
7. | Restricted cash |
March 31, 2020 | December 31, 2019 | |||||||
Collateral for performance under customer agreements | $ | 15,000 | $ | 15,000 | ||||
Collateral for LNG purchases | 29,168 | 35,000 | ||||||
Collateral for letters of credit and performance bonds | 6,018 | 7,388 | ||||||
Debt service reserve account | 8,131 | 8,299 | ||||||
Other restricted cash | 250 | 250 | ||||||
Total restricted cash | $ | 58,567 | $ | 65,937 | ||||
Current restricted cash | $ | 32,512 | $ | 30,966 | ||||
Non-current restricted cash | 26,055 | 34,971 |
8. | Inventory |
March 31, 2020 | December 31, 2019 | |||||||
LNG and natural gas inventory | $ | 15,949 | $ | 57,436 | ||||
Automotive diesel oil inventory | 9,498 | 4,746 | ||||||
Materials, supplies and other | 3,155 | 1,250 | ||||||
Total inventory | $ | 28,602 | $ | 63,432 |
9. | Prepaid expenses and other current assets |
March 31, 2020 | December 31, 2019 | |||||||
Prepaid LNG | $ | 46,989 | $ | 7,097 | ||||
Prepaid expenses | 5,251 | 7,458 | ||||||
Due from affiliates (Note 21) | 1,468 | 1,577 | ||||||
Other current assets | 21,118 | 23,602 | ||||||
Total prepaid expenses and other current assets | $ | 74,826 | $ | 39,734 |
10. | Investment in equity securities |
11. | Construction in progress |
March 31, | ||||
2020 | ||||
Balance at beginning of period | $ | 466,587 | ||
Additions | 64,300 | |||
Transferred to property, plant and equipment, net (Note 12) | (197,241 | ) | ||
Balance at end of period | $ | 333,646 |
12. | Property, plant and equipment, net |
March 31, 2020 | December 31, 2019 | |||||||
CHP facilities | $ | 117,296 | $ | - | ||||
Terminal and power plant equipment | 105,643 | 14,981 | ||||||
LNG liquefaction facilities | 65,992 | 66,273 | ||||||
Gas terminals | 71,673 | 52,781 | ||||||
Gas pipelines | 58,898 | 11,692 | ||||||
ISO containers and other equipment | 71,610 | 39,951 | ||||||
Land | 15,618 | 15,401 | ||||||
Leasehold improvements | 8,295 | 8,054 | ||||||
Accumulated depreciation | (35,936 | ) | (16,911 | ) | ||||
Total property, plant and equipment, net | $ | 479,089 | $ | 192,222 |
13. | Intangible assets |
March 31, 2020 | ||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Weighted Average Life | |||||||||||||
Definite-lived intangible assets | ||||||||||||||||
Shannon LNG permits | $ | 41,140 | 1,414 | $ | 39,726 | 40 | ||||||||||
Easements | 1,559 | 152 | 1,407 | 30 | ||||||||||||
Indefinite-lived intangible assets | ||||||||||||||||
Easements | 1,143 | - | 1,143 | n/a | ||||||||||||
Total intangible assets | $ | 43,842 | $ | 1,566 | $ | 42,276 |
December 31, 2019 | ||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Weighted Average Life | |||||||||||||
Definite-lived intangible assets | ||||||||||||||||
Shannon LNG leases and permits | $ | 42,157 | $ | 1,198 | $ | 40,959 | 40 | |||||||||
Easements | 1,559 | 139 | 1,420 | 30 | ||||||||||||
Indefinite-lived intangible assets | ||||||||||||||||
Easements | 1,161 | - | 1,161 | n/a | ||||||||||||
Total intangible assets | $ | 44,877 | $ | 1,337 | $ | 43,540 |
14. | Other non-current assets |
March 31, 2020 | December 31, 2019 | |||||||
Nonrefundable deposit | $ | 24,439 | $ | 22,262 | ||||
Contract asset (Note 4) | 21,582 | 19,474 | ||||||
Cost to fulfill (Note 4) | 8,630 | 8,508 | ||||||
Unbilled receivables (Note 4) | 6,732 | - | ||||||
Upfront payments to customers | 5,819 | 5,904 | ||||||
Port access rights and initial lease costs | - | 17,762 | ||||||
Other | 6,825 | 7,716 | ||||||
Total other non-current assets | $ | 74,027 | $ | 81,626 |
15. | Accrued liabilities |
March 31, 2020 | December 31, 2019 | |||||||
Accrued construction costs | $ | 21,777 | $ | 25,037 | ||||
Accrued interest | 13,828 | - | ||||||
Accrued bonuses | 3,462 | 14,991 | ||||||
Other accrued expenses | 29,462 | 14,915 | ||||||
Total accrued liabilities | $ | 68,529 | $ | 54,943 |
16. | Debt |
March 31, 2020 | December 31, 2019 | |||||||
Credit Agreement, due January 15, 2023 | $ | 768,940 | $ | - | ||||
Term Loan Facility, due January 21, 2020 | - | 495,000 | ||||||
Senior Secured Bonds, due September 2034 | 71,005 | 70,960 | ||||||
Senior Secured Bonds, due December 2034 | 62,966 | 10,823 | ||||||
Senior Unsecured Bonds, due September 2036 | 42,298 | 42,274 | ||||||
Total debt | $ | 945,209 | $ | 619,057 | ||||
Current portion of debt | $ | - | $ | - | ||||
Non-current portion of debt | 945,209 | 619,057 |
Three months ended | ||||||||
March 31, 2020 | March 31, 2019 | |||||||
Interest costs: | ||||||||
Interest per contractual rates | $ | 18,874 | $ | 4,889 | ||||
Amortization of debt issuance costs | 4,622 | 2,064 | ||||||
Total interest costs | 23,496 | 6,953 | ||||||
Capitalized interest | 9,606 | 3,669 | ||||||
Total interest expense | $ | 13,890 | $ | 3,284 |
17. | Income taxes |
18. | Commitments and contingencies |
19. | Earnings per share |
Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | |||||||
Numerator: | ||||||||
Net loss | $ | (60,055 | ) | $ | (60,292 | ) | ||
Less: net loss attributable to non-controlling interests | 51,757 | 46,735 | ||||||
Net loss attributable to Class A shares | $ | (8,298 | ) | $ | (13,557 | ) | ||
Denominator: | ||||||||
Weighted-average shares-basic and diluted | 26,029,492 | 14,094,534 | ||||||
Net loss per share - basic and diluted | $ | (0.32 | ) | $ | (0.96 | ) |
March 31, 2020 | March 31, 2019 | |||||||
Unvested RSUs¹ | 1,890,125 | 4,184,183 | ||||||
Class B shares² | 144,342,572 | 147,058,824 | ||||||
Shannon Equity Agreement shares3 | 1,635,462 | 1,416,554 | ||||||
Total | 147,868,159 | 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. |
3 | Class A shares that would be issued in relation to the Shannon LNG Equity Agreement. |
20. | Share-based compensation |
Restricted Share Units | Weighted-average grant date fair | |||||||
Non-vested RSUs as of December 31, 2019 | 3,137,415 | $ | 13.44 | |||||
Granted | 109,409 | 14.47 | ||||||
Vested | (1,341,094 | ) | 13.51 | |||||
Forfeited | (15,605 | ) | 13.51 | |||||
Non-vested RSUs as of March 31, 2020 | 1,890,125 | $ | 13.45 |
21. | Related party transactions |
March 31, 2020 | December 31, 2019 | |||||||
Amounts due to affiliates | $ | 7,377 | $ | 10,252 | ||||
Amounts due from affiliates | 1,468 | 1,577 |
22. | Subsequent events |
We are closely monitoring the impact of the novel coronavirus (“COVID-19”) pandemic on all aspects of our operations and development projects. While we did not incur significant disruptions during the three months ended March 31, 2020 from the COVID-19 pandemic, there are important uncertainties including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures. Therefore, the effects of COVID-19 at this time are hard to predict. We do not currently expect these factors to have a significant impact on our results of operations, liquidity or financial position, or our development budgets or timelines. We primarily operate under long-term contracts with customers, many of which contain fixed minimum volumes that must be purchased on a “take-or-pay” basis, which has limited the impact of the COVID-19 pandemic on our current operations. Based on the essential nature of the services we provide to support power generation facilities, our development projects have not currently been significantly impacted by responses to the COVID-19 pandemic. However, we are actively monitoring the spread of the pandemic and the actions that governments and regulatory agencies are taking to fight the spread.
Three Months Ended March 31, | ||||||||||||
2020 | 2019 | Change | ||||||||||
Revenues | ||||||||||||
Operating revenue | $ | 63,502 | $ | 26,138 | $ | 37,364 | ||||||
Other revenue | 11,028 | 3,813 | 7,215 | |||||||||
Total revenues | 74,530 | 29,951 | 44,579 | |||||||||
Operating expenses | ||||||||||||
Cost of sales | 68,216 | 33,349 | 34,867 | |||||||||
Operations and maintenance | 8,483 | 4,499 | 3,984 | |||||||||
Selling, general and administrative | 28,370 | 49,749 | (21,379 | ) | ||||||||
Loss on mitigation sales | 208 | - | 208 | |||||||||
Depreciation and amortization | 5,254 | 1,691 | 3,563 | |||||||||
Total operating expenses | 110,531 | 89,288 | 21,243 | |||||||||
Operating loss | (36,001 | ) | (59,337 | ) | 23,336 | |||||||
Interest expense | 13,890 | 3,284 | 10,606 | |||||||||
Other expense (income), net | 611 | (2,575 | ) | 3,186 | ||||||||
Loss on extinguishment of debt, net | 9,557 | - | 9,557 | |||||||||
Loss before taxes | (60,059 | ) | (60,046 | ) | (13 | ) | ||||||
Tax (benefit) expense | (4 | ) | 246 | (250 | ) | |||||||
Net loss | $ | (60,055 | ) | $ | (60,292 | ) | $ | (237 | ) |
• | Our historical financial results do not include significant projects that are near completion. Our results of operations for the first quarter of 2020 include our Montego Bay Terminal, Miami Facility, sales from our Old Harbour Terminal to JPC, and certain industrial end-users. The CHP Plant commenced commercial operations during March 2020, and our future results will include revenue and results operations from sales of gas, power and steam from the CHP Plant. We also expect that the San Juan Facility will become fully operational beginning in the second quarter of 2020. Our current results also do not include revenue and operating results from other projects under development including the La Paz Terminal, the LNG regasification terminal and power plant in Puerto Sandino, Nicaragua (the “Puerto Sandino Terminal”), the LNG terminal in Angola (the “Angola Terminal”), and the LNG terminal on the Shannon Estuary near Ballylongford, Ireland (the “Ireland Terminal”). |
• | Our historical financial results do not reflect the long term LNG supply agreement that will lower the cost of our LNG supply from 2022 to 2030. We currently purchase the majority of our supply of LNG from third parties. For the three months ended March 31, 2020, we sourced 95% of our LNG volumes from third parties. Our cost of sales for the three months ended March 31, 2020, reflected an average cost of LNG purchased from third parties of $0.67 per gallon ($8.10 per MMBtu), predominately purchased under a firm purchase commitment entered into in December 2018. During 2019, the market price for LNG dropped significantly, and we have executed a firm commitment to purchase 27.5 TBtus annually beginning in 2022 at prices that are expected to be significantly lower than our current inventory balance. Further, we believe that we will take advantage of the current market pricing for LNG to supply our expanding operations, resulting in an overall lower average cost of LNG in future periods. |
Three Months Ended March 31, | ||||||||||||
(in thousands) | 2020 | 2019 | Change | |||||||||
Cash flows from: | ||||||||||||
Operating activities | $ | (51,311 | ) | $ | (31,048 | ) | $ | (20,263 | ) | |||
Investing activities | (56,048 | ) | (135,997 | ) | 79,949 | |||||||
Financing activities | 305,589 | 483,193 | (177,604 | ) | ||||||||
Net increase in cash, cash equivalents, and restricted cash | $ | 198,230 | $ | 316,148 | $ | (117,918 | ) |
(in thousands) | Total | Less than 1 year[1] | Years 2 to 3 | Year 4 to 5 | More than 5 years | |||||||||||||||
Long-term debt obligations | $ | 1,383,025 | $ | 50,137 | $ | 164,791 | $ | 851,234 | $ | 316,863 | ||||||||||
Purchase obligations | 1,669,942 | 208,464 | 376,360 | 306,242 | 778,876 | |||||||||||||||
Operating Lease obligations | 128,506 | 27,296 | 53,672 | 14,084 | 33,454 | |||||||||||||||
Total | $ | 3,181,473 | $ | 285,897 | $ | 594,823 | $ | 1,171,560 | $ | 1,129,193 |
• | inability to achieve our target costs for the purchase, liquefaction and export of natural gas and/or LNG and our target pricing for long-term contracts; |
• | failure to develop cost-effective logistics solutions; |
• | failure to manage expanding operations in the projected time frame; |
• | inability to structure innovative and profitable energy-related transactions as part of our sales and trading operations and to optimally price and manage position, performance and counterparty risks; |
• | inability, or failure, of any customer or contract counterparty to perform their contractual obligations to us (for further discussion of counterparty risk, see “—Our current ability to generate cash is substantially dependent upon the entry into and performance by customers under long-term contracts that we have entered into or will enter into in the near future, and we could be materially and adversely affected if any customer fails to perform its contractual obligations for any reason, including nonpayment and nonperformance, or if we fail to enter into such contracts at all.”); |
• | inability to develop infrastructure, including our Terminals and Liquefaction Facilities, as well as other future projects, in a timely and cost-effective manner; |
• | inability to attract and retain personnel in a timely and cost-effective manner; |
• | failure of investments in technology and machinery, such as liquefaction technology or LNG tank truck technology, to perform as expected; |
• | increases in competition which could increase our costs and undermine our profits; |
• | inability to source LNG and/or natural gas in sufficient quantities and/or at economically attractive prices; |
• | failure to anticipate and adapt to new trends in the energy sector in the U.S., Jamaica, the Caribbean, Mexico, Ireland, Nicaragua, Angola and elsewhere; |
• | increases in operating costs, including the need for capital improvements, insurance premiums, general taxes, real estate taxes and utilities, affecting our profit margins; |
• | inability to raise significant additional debt and equity capital in the future to implement our strategy as well as to operate and expand our business; |
• | general economic, political and business conditions in the U.S., Jamaica, the Caribbean, Mexico, Ireland, Nicaragua, Angola and in the other geographic areas in which we intend to operate; |
• | the severity and duration of world health events, including the recent COVID-19 pandemic and related economic and political impacts on our or our customers’ or suppliers’ operations and financial status; |
• | inflation, depreciation of the currencies of the countries in which we operate and fluctuations in interest rates; |
• | failure to win new bids or contracts on the terms, size and within the time frame we need to execute our business strategy; |
• | failure to obtain approvals from governmental regulators and relevant local authorities for the construction and operation of potential future projects and other relevant approvals; |
• | uncertainty regarding the timing, pace and extent of an economic recovery in the United States, the other jurisdictions in which we operate and elsewhere, which in turn will likely affect demand for crude oil and natural gas; or |
• | existing and future governmental laws and regulations. |
• | upon the occurrence of certain events of force majeure; |
• | if we fail to make available specified scheduled cargo quantities; |
• | the occurrence of certain uncured payment defaults; |
• | the occurrence of an insolvency event; |
• | the occurrence of certain uncured, material breaches; and |
• | if we fail to commence commercial operations or achieve financial close within the agreed timeframes. |
• | additions to competitive regasification capacity in North America, Europe, Asia and other markets, which could divert LNG or natural gas from our business; |
• | imposition of tariffs by China or any other jurisdiction on imports of LNG from the United States; |
• | insufficient or oversupply of natural gas liquefaction or export capacity worldwide; |
• | insufficient LNG tanker capacity; |
• | weather conditions and natural disasters; |
• | reduced demand and lower prices for natural gas; |
• | increased natural gas production deliverable by pipelines, which could suppress demand for LNG; |
• | decreased oil and natural gas exploration activities, including shut-ins and possible proration, which have begun and may continue to decrease the production of natural gas; |
• | cost improvements that allow competitors to offer LNG regasification services at reduced prices; |
• | changes in supplies of, and prices for, alternative energy sources such as coal, oil, nuclear, hydroelectric, wind and solar energy, which may reduce the demand for natural gas; |
• | changes in regulatory, tax or other governmental policies regarding imported or exported LNG, natural gas or alternative energy sources, which may reduce the demand for imported or exported LNG and/or natural gas; |
• | political conditions in natural gas producing regions; |
• | adverse relative demand for LNG compared to other markets, which may decrease LNG imports into or exports from North America; and |
• | cyclical trends in general business and economic conditions that cause changes in the demand for natural gas. |
• | merge, consolidate or transfer all, or substantially all, of our assets; |
• | incur additional debt or issue preferred shares; |
• | make certain investments or acquisitions; |
• | create liens on our or our subsidiaries’ assets; |
• | sell assets; |
• | make distributions on or repurchase our shares; |
• | enter into transactions with affiliates; and |
• | create dividend restrictions and other payment restrictions that affect our subsidiaries. |
• | we may be unable to complete construction projects on schedule or at the budgeted cost due to the unavailability of required construction personnel or materials, accidents or weather conditions; |
• | we may issue change orders under existing or future engineering, procurement and construction (“EPC”) contracts resulting from the occurrence of certain specified events that may give our customers the right to cause us to enter into change orders or resulting from changes with which we otherwise agree; |
• | we will not receive any material increase in operating cash flows until a project is completed, even though we may have expended considerable funds during the construction phase, which may be prolonged; |
• | we may construct facilities to capture anticipated future energy consumption growth in a region in which such growth does not materialize; |
• | the completion or success of our construction projects may depend on the completion of a third-party construction project (e.g., additional public utility infrastructure projects) that we do not control and that may be subject to numerous additional potential risks, delays and complexities; |
• | the purchase of the project company holding the rights to develop and operate the Ireland Terminal is subject to a number of contingencies, many of which are beyond our control and could cause us not to acquire the remaining interests of the project company or cause a delay in the construction of our Ireland Terminal; |
• | we may not be able to obtain key permits or land use approvals including those required under environmental laws on terms that are satisfactory for our operations and on a timeline that meets our commercial obligations, and there may be delays, perhaps substantial in length, such as in the event of challenges by citizens groups or non-governmental organizations, including those opposed to fossil fuel energy sources; |
• | we may be (and have been in select circumstances) subject to local opposition, including the efforts by environmental groups, which may attract negative publicity or have an adverse impact on our reputation; and |
• | we may be unable to obtain rights-of-way to construct additional energy-related infrastructure or the cost to do so may be uneconomical. |
• | design and engineer each of our facilities to operate in accordance with specifications; |
• | engage and retain third-party subcontractors and procure equipment and supplies; |
• | respond to difficulties such as equipment failure, delivery delays, schedule changes and failures to perform by subcontractors, some of which are beyond their control; |
• | attract, develop and retain skilled personnel, including engineers; |
• | post required construction bonds and comply with the terms thereof; |
• | manage the construction process generally, including coordinating with other contractors and regulatory agencies; and |
• | maintain their own financial condition, including adequate working capital. |
• | increases in worldwide LNG production capacity and availability of LNG for market supply; |
• | increases in demand for natural gas but at levels below those required to maintain current price equilibrium with respect to supply; |
• | increases in the cost to supply natural gas feedstock to our liquefaction projects; |
• | increases in the cost to supply LNG feedstock to our facilities; |
• | decreases in the cost of competing sources of natural gas, LNG or alternate fuels such as coal, heavy fuel oil and ADO; |
• | decreases in the price of LNG; and |
• | displacement of LNG or fossil fuels more broadly by alternate fuels or energy sources or technologies (including but not limited to nuclear, wind, solar, biofuels and batteries) in locations where access to these energy sources is not currently available or prevalent. |
• | natural disasters; |
• | mechanical failures; |
• | grounding, fire, explosions and collisions; |
• | piracy; |
• | human error; and |
• | war and terrorism. |
• | marine disasters; |
• | piracy; |
• | bad weather; |
• | mechanical failures; |
• | environmental accidents; |
• | grounding, fire, explosions and collisions; |
• | human error; and |
• | war and terrorism. |
• | death or injury to persons, loss of property or environmental damage; |
• | delays in the delivery of cargo; |
• | loss of revenues; |
• | termination of charter contracts; |
• | governmental fines, penalties or restrictions on conducting business; |
• | higher insurance rates; and |
• | damage to our reputation and customer relationships generally. |
• | an inadequate number of shipyards constructing LNG tankers and a backlog of orders at these shipyards; |
• | political or economic disturbances in the countries where the tankers are being constructed; |
• | changes in governmental regulations or maritime self-regulatory organizations; |
• | work stoppages or other labor disturbances at the shipyards, including as a result of the COIVD-19 pandemic; |
• | bankruptcy or other financial crisis of shipbuilders; |
• | quality or engineering problems; |
• | weather interference or a catastrophic event, such as a major earthquake, tsunami or fire; or |
• | shortages of or delays in the receipt of necessary construction materials. |
Our operations are, and will be, dependent upon LNG being a competitive source of energy in the markets in which we operate. In the United States, due mainly to a historic abundant supply of natural gas and discoveries of substantial quantities of unconventional, or shale, natural gas, imported LNG has not developed into a significant energy source. The success of the domestic liquefaction component of our business plan is dependent, in part, on the extent to which natural gas can, for significant periods and in significant volumes, be produced in the United States at a lower cost than the cost to produce some domestic supplies of other alternative energy sources, and that it can be transported at reasonable rates through appropriately scaled infrastructure. The COVID‑19 pandemic and actions by OPEC have significantly impacted energy markets, and the price of oil has recently traded at historic low prices.
• | expected supply is less than the amount hedged; |
• | the counterparty to the hedging contract defaults on its contractual obligations; or |
• | there is a change in the expected differential between the underlying price in the hedging agreement and actual prices received. |
• | lower economic activity, including as a result of the COVID-19 pandemic which has significantly affected Jamaica’s and other jurisdictions’ tourism industries; |
• | an increase in oil, natural gas or petrochemical prices; |
• | devaluation of the applicable currency; |
• | higher inflation; or |
• | an increase in domestic interest rates, |
• | a majority of the board of directors consist of independent directors as defined under the rules of NASDAQ; |
• | the nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
• | dividing our board of directors into three classes of directors, with each class serving staggered three-year terms; |
• | providing that all vacancies, including newly created directorships, may, except as otherwise required by law, or, if applicable, the rights of holders of a series of preferred shares, only be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum; |
• | permitting any action by shareholders to be taken only at an annual meeting or special meeting rather than by a written consent of the shareholders, subject to the rights of any series of preferred shares with respect to such rights; |
• | permitting special meetings of our shareholders to be called only by our board of directors pursuant to a resolution adopted by the affirmative vote of a majority of the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships; |
• | prohibiting cumulative voting in the election of directors; |
• | establishing advance notice provisions for shareholder proposals and nominations for elections to the board of directors to be acted upon at meetings of the shareholders; and |
• | providing that the board of directors is expressly authorized to adopt, or to alter or repeal our operating agreement. |
Exhibit Number | Description | |
Certificate of Formation of New Fortress Energy LLC (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-228339), filed with the SEC on November 9, 2018) | ||
Certificate of Amendment to Certificate of Formation of New Fortress Energy LLC (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-228339), filed with the SEC on November 9, 2018) | ||
First Amended and Restated Limited Liability Company Agreement of New Fortress Energy LLC, dated February 4, 2019 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K (File No. 001-38790), filed with the SEC on February 5, 2019) | ||
Credit Agreement, dated January 10, 2020, by and among New Fortress Intermediate LLC, NFE Atlantic Holdings LLC, each person listed as a guarantor on the signature pages thereto, the lenders from time to time party thereto and Cortland Capital Market Services LLC, as collateral agent and administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No. 001-38790), filed with the SEC on January 13, 2020) | ||
10.3* | Letter Agreement, dated as of December 3, 2019, by and between NFE Management LLC and Yunyoung Shin | |
31.1* | Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2* | Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1** | Certifications by Chief Executive Officer pursuant to Title 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002. | |
32.2** | Certifications by Chief Financial Officer pursuant to Title 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002. | |
101.INS* | XBRL Instance Document | |
101.SCH* | XBRL Schema Document | |
101.CAL* | XBRL Calculation Linkbase Document | |
101.LAB* | XBRL Label Linkbase Document | |
101.PRE* | XBRL Presentation Linkbase Document | |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document |
NEW FORTRESS ENERGY LLC | ||
Date: May 5, 2020 | ||
By: | /s/ Wesley R. Edens | |
Name: | Wesley R. Edens | |
Title: | Chief Executive Officer and Chairman | |
(Principal Executive Officer) | ||
Date: May 5, 2020 | ||
By: | /s/ Christopher S. Guinta | |
Name: | Christopher S. Guinta | |
Title: | Chief Financial Officer | |
(Principal Financial Officer) | ||
Date: May 5, 2020 | ||
By: | /s/ Yunyoung Shin | |
Name: | Yunyoung Shin | |
Title: | Chief Accounting Officer | |
(Principal Accounting Officer) |