Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 30, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | New Fortress Energy LLC | |
Entity Central Index Key | 0001749723 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 168,706,396 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38790 | |
Entity Tax Identification Number | 83-1482060 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 111 W. 19th Street | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Address Line Two | 8th Floor | |
Entity Address, Postal Zip Code | 10011 | |
City Area Code | 516 | |
Local Phone Number | 268-7400 | |
Title of 12(b) Security | Class A shares, representing limited liability company interests | |
Trading Symbol | NFE | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 167,316 | $ 27,098 |
Restricted cash | 32,946 | 30,966 |
Receivables, net of allowances of $0 and $0, respectively | 65,069 | 49,890 |
Inventory | 50,885 | 63,432 |
Prepaid expenses and other current assets | 28,941 | 39,734 |
Total current assets | 345,157 | 211,120 |
Restricted cash | 23,131 | 34,971 |
Construction in progress | 346,951 | 466,587 |
Property, plant and equipment, net | 475,198 | 192,222 |
Right of use assets | 106,993 | 0 |
Intangible assets, net | 42,931 | 43,540 |
Finance leases, net | 915 | 91,174 |
Investment in equity securities | 323 | 2,540 |
Deferred tax assets, net | 2,744 | 34 |
Other non-current assets | 77,170 | 81,626 |
Total assets | 1,421,513 | 1,123,814 |
Current liabilities | ||
Accounts payable | 24,854 | 11,593 |
Accrued liabilities | 165,292 | 54,943 |
Current lease liabilities | 26,835 | 0 |
Due to affiliates | 6,586 | 10,252 |
Other current liabilities | 26,134 | 25,475 |
Total current liabilities | 249,701 | 102,263 |
Long-term debt | 950,238 | 619,057 |
Non-current lease liabilities | 57,166 | 0 |
Deferred tax liabilities, net | 20 | 241 |
Other long-term liabilities | 14,314 | 14,929 |
Total liabilities | 1,271,439 | 736,490 |
Commitments and contingences (Note 18) | ||
Stockholders' equity | ||
Accumulated deficit | (192,852) | (45,823) |
Accumulated other comprehensive income (loss) | 352 | (30) |
Total stockholders' equity attributable to NFE | 143,003 | 84,805 |
Non-controlling interest | 7,071 | 302,519 |
Total stockholders' equity | 150,074 | 387,324 |
Total liabilities and stockholders' equity | 1,421,513 | 1,123,814 |
Class A [Member] | ||
Stockholders' equity | ||
Common stock | 341,675 | 130,658 |
Treasury shares, 586,758 shares as of June 30, 2020, at cost; 0 shares at December 31, 2019, at cost | (6,172) | 0 |
Class B [Member] | ||
Stockholders' equity | ||
Common stock | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Allowances for receivables | $ 0 | $ 0 |
Stockholders' equity | ||
Treasury shares (in shares) | 586,758 | 0 |
Class A [Member] | ||
Stockholders' equity | ||
Common stock, shares issued (in shares) | 169,174,104 | 23,607,096 |
Shares outstanding (in shares) | 168,587,346 | 23,607,096 |
Class B [Member] | ||
Stockholders' equity | ||
Common stock, shares issued (in shares) | 0 | 144,342,572 |
Shares outstanding (in shares) | 0 | 144,342,572 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues | ||||
Operating revenue | $ 76,177 | $ 31,738 | $ 139,679 | $ 57,876 |
Other revenue | 18,389 | 8,028 | 29,417 | 11,841 |
Total revenues | 94,566 | 39,766 | 169,096 | 69,717 |
Operating expenses | ||||
Cost of sales | 69,899 | 44,043 | 138,115 | 77,392 |
Operations and maintenance | 9,500 | 5,403 | 17,983 | 9,902 |
Selling, general and administrative | 31,846 | 32,169 | 60,216 | 81,918 |
Contract termination charges and loss on mitigation sales | 123,906 | 0 | 124,114 | 0 |
Depreciation and amortization | 7,620 | 2,110 | 12,874 | 3,801 |
Total operating expenses | 242,771 | 83,725 | 353,302 | 173,013 |
Operating loss | (148,205) | (43,959) | (184,206) | (103,296) |
Interest expense | 17,198 | 6,199 | 31,088 | 9,483 |
Other expense (income), net | 999 | 920 | 1,610 | (1,655) |
Loss on extinguishment of debt, net | 0 | 0 | 9,557 | 0 |
Loss before taxes | (166,402) | (51,078) | (226,461) | (111,124) |
Tax expense | 117 | 155 | 113 | 401 |
Net loss | (166,519) | (51,233) | (226,574) | (111,525) |
Net loss attributable to non-controlling interest | 29,094 | 45,047 | 80,851 | 91,782 |
Net loss attributable to stockholders | $ (137,425) | $ (6,186) | $ (145,723) | $ (19,743) |
Net loss per share - basic and diluted (in dollars per share) | $ (2.40) | $ (0.28) | $ (3.49) | $ (1.09) |
Weighted average number of shares outstanding - basic and diluted (in shares) | 57,341,215 | 22,114,002 | 41,771,849 | 18,154,939 |
Other comprehensive loss: | ||||
Net loss | $ (166,519) | $ (51,233) | $ (226,574) | $ (111,525) |
Unrealized gain on currency translation adjustment | (520) | 0 | (151) | 0 |
Comprehensive loss | (165,999) | (51,233) | (226,423) | (111,525) |
Comprehensive loss attributable to non-controlling interest | 29,009 | 45,047 | 81,082 | 91,782 |
Comprehensive loss attributable to stockholders | $ (136,990) | $ (6,186) | $ (145,341) | $ (19,743) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Members' Capital [Member] | Common Stock [Member]Class A [Member] | Common Stock [Member]Class B [Member] | Treasury Shares [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Non-controlling Interest [Member] | Total | Cumulative Effect, Period of Adoption, Adjustment [Member]Accumulated Deficit [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member]Accumulated Other Comprehensive (Loss) Income [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member]Non-controlling Interest [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] |
Balance at Dec. 31, 2018 | $ 426,741 | $ 0 | $ 0 | $ (158,423) | $ (11) | $ 14,340 | $ 282,647 | |||||
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) | ||||||||
Balance at Dec. 31, 2018 | $ 426,741 | $ 0 | $ 0 | (158,423) | (11) | 14,340 | 282,647 | |||||
Balance (in shares) at Dec. 31, 2018 | 67,983,095 | 0 | 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net loss | (111,525) | |||||||||||
Balance at Jun. 30, 2019 | $ 0 | $ 111,236 | $ 0 | (31,757) | 0 | 387,661 | 467,140 | |||||
Balance (in shares) at Jun. 30, 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 | 268,010 | ||||||||||
Issuance of Class A shares in the IPO, net of underwriting discount and offering costs (in shares) | 20,837,272 | |||||||||||
Issuance of Class A shares in the IPO, net of underwriting discount and offering costs | 235,874 | |||||||||||
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 | ||||||||||
Share-based compensation expense | 19,037 | 19,037 | ||||||||||
Balance at Mar. 31, 2019 | $ 0 | $ 102,265 | $ 0 | (25,571) | 0 | 432,708 | 509,402 | |||||
Balance (in shares) at Mar. 31, 2019 | 0 | 20,837,272 | 147,058,824 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net loss | (6,186) | (45,047) | (51,233) | |||||||||
Share-based compensation expense | $ 8,971 | 8,971 | ||||||||||
Balance at Jun. 30, 2019 | $ 0 | $ 111,236 | $ 0 | (31,757) | 0 | 387,661 | 467,140 | |||||
Balance (in shares) at Jun. 30, 2019 | 0 | 20,837,272 | 147,058,824 | |||||||||
Balance at Dec. 31, 2019 | $ 130,658 | $ 0 | (45,823) | (30) | 302,519 | 387,324 | $ (1,306) | $ 0 | $ (7,779) | $ (9,085) | ||
Balance (in shares) at Dec. 31, 2019 | 23,607,096 | 144,342,572 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net loss | (8,298) | 0 | (51,757) | (60,055) | ||||||||
Other comprehensive income (loss) | 0 | (53) | (316) | (369) | ||||||||
Share-based compensation expense | $ 2,508 | 0 | 0 | 0 | 2,508 | |||||||
Issuance of shares for vested RSUs | 0 | 0 | 0 | 0 | ||||||||
Issuance of shares for vested RSUs (in shares) | 1,212,907 | |||||||||||
Shares withheld from employees related to share-based compensation, at cost (in shares) | (583,508) | |||||||||||
Shares withheld from employees related to share-based compensation, at cost | $ (6,132) | 0 | 0 | 0 | (6,132) | |||||||
Balance at Mar. 31, 2020 | $ 133,166 | $ 0 | $ (6,132) | (55,427) | (83) | 242,667 | 314,191 | |||||
Balance (in shares) at Mar. 31, 2020 | 24,820,003 | 144,342,572 | (583,508) | |||||||||
Balance at Dec. 31, 2019 | $ 130,658 | $ 0 | (45,823) | (30) | 302,519 | 387,324 | $ (1,306) | $ 0 | $ (7,779) | $ (9,085) | ||
Balance (in shares) at Dec. 31, 2019 | 23,607,096 | 144,342,572 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net loss | (226,574) | |||||||||||
Balance at Jun. 30, 2020 | $ 341,675 | $ 0 | $ (6,172) | (192,852) | 352 | 7,071 | 150,074 | |||||
Balance (in shares) at Jun. 30, 2020 | 169,174,104 | 0 | (586,758) | |||||||||
Balance at Mar. 31, 2020 | $ 133,166 | $ 0 | $ (6,132) | (55,427) | (83) | 242,667 | 314,191 | |||||
Balance (in shares) at Mar. 31, 2020 | 24,820,003 | 144,342,572 | (583,508) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net loss | (137,425) | 0 | (29,094) | (166,519) | ||||||||
Other comprehensive income (loss) | 0 | 435 | 85 | 520 | ||||||||
Share-based compensation expense | $ 1,922 | 0 | 0 | 0 | 1,922 | |||||||
Exchange of NFI Units | $ 206,587 | (206,587) | ||||||||||
Exchange of NFI Units (in shares) | 144,342,572 | (144,342,572) | ||||||||||
Issuance of shares for vested RSUs | 0 | 0 | 0 | 0 | ||||||||
Issuance of shares for vested RSUs (in shares) | 11,529 | |||||||||||
Shares withheld from employees related to share-based compensation, at cost (in shares) | (3,250) | |||||||||||
Shares withheld from employees related to share-based compensation, at cost | $ (40) | 0 | 0 | 0 | (40) | |||||||
Balance at Jun. 30, 2020 | $ 341,675 | $ 0 | $ (6,172) | $ (192,852) | $ 352 | $ 7,071 | $ 150,074 | |||||
Balance (in shares) at Jun. 30, 2020 | 169,174,104 | 0 | (586,758) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (226,574) | $ (111,525) |
Adjustments for: | ||
Amortization of deferred financing costs | 6,965 | 2,589 |
Depreciation and amortization | 13,324 | 4,106 |
Contract termination charges and loss on mitigation sales | 124,114 | 0 |
Loss on extinguishment of debt, net | 9,557 | 0 |
Deferred taxes | 15 | 379 |
Change in value of Investment in equity securities | 2,217 | 802 |
Share-based compensation | 4,430 | 28,008 |
Other | 907 | 232 |
(Increase) in receivables | (9,214) | (15,211) |
(Increase) in inventories | (4,794) | (3,664) |
(Increase) in other assets | (9,446) | (6,865) |
Decrease in right of use assets | 17,781 | 0 |
Increase in accounts payable/accrued liabilities | 13,655 | 2,553 |
(Decrease) Increase in amounts due to affiliates | (3,666) | 1,848 |
(Decrease) in lease liabilities | (19,873) | 0 |
Increase in other liabilities | 279 | 4,680 |
Net cash used in operating activities | (80,323) | (92,068) |
Cash flows from investing activities | ||
Capital expenditures | (95,422) | (232,348) |
Principal payments received on finance lease, net | 78 | 471 |
Net cash used in investing activities | (95,344) | (231,877) |
Cash flows from financing activities | ||
Proceeds from borrowings of debt | 832,144 | 220,000 |
Payment of deferred financing costs | (13,600) | (4,400) |
Repayment of debt | (506,402) | (2,500) |
Proceeds from IPO | 0 | 274,948 |
Payments related to tax withholdings for share-based compensation | (6,117) | 0 |
Payment of offering costs | 0 | (6,938) |
Net cash provided by financing activities | 306,025 | 481,110 |
Net increase in cash, cash equivalents and restricted cash | 130,358 | 157,165 |
Cash, cash equivalents and restricted cash - beginning of period | 93,035 | 100,853 |
Cash, cash equivalents and restricted cash - end of period | 223,393 | 258,018 |
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 | $ (3,084) | $ (54,888) |
Organization
Organization | 6 Months Ended |
Jun. 30, 2020 | |
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 a global integrated gas-to-power infrastructure company that seeks to use natural gas to satisfy the world’s large and growing power needs and is engaged in providing energy and logistical services to end-users worldwide seeking to convert their operating assets from diesel or heavy fuel oil to LNG. The Company currently sources LNG from a combination of its own liquefaction facility in Miami, Florida and purchases on the open market. The Company has liquefaction, regasification and power generation 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. |
Significant accounting policies
Significant accounting policies | 6 Months Ended |
Jun. 30, 2020 | |
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 accompanying unaudited interim condensed consolidated financial statements contained herein were prepared in accordance with GAAP and 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. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2019. 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 retained a significant interest in NFE through its ownership of 147,058,824 Class B shares, representing a 88.0% voting and non-economic interest. New Fortress Energy Holdings also had an 88.0% economic interest in NFI through its ownership of 147,058,824 of NFI LLC Units. New Fortress Energy Holdings has been determined to be NFE’s predecessor for accounting purposes. On March 1, 2019, the underwriters of the IPO exercised their option to purchase an additional 837,272 Class A shares at the IPO price of $14.00 per share, less underwriting discounts, which resulted in $11.0 million in additional net proceeds after deducting $0.7 million of underwriting discounts and commissions, such that there were 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. On June 3, 2020, the Company entered into a mutual agreement (the “Mutual Agreement”) with the members holding the majority voting interest in New Fortress Energy Holdings (“Exchanging Members”) and NFE Sub LLC (a wholly-owned subsidiary of the Company). Pursuant to the Mutual Agreement, the Exchanging Members agreed to deliver a block redemption notice in accordance with the Amended and Restated Limited Liability Company Agreement of New Fortress Intermediate LLC (the “NFI LLCA”) with respect to all of the NFI LLC Units, together with an equal number of Class B shares of the Company, that such Exchanging Members indirectly own as members of New Fortress Energy Holdings. Pursuant to the Mutual Agreement, the Company agreed to exercise the Call Right (as defined in the NFI LLCA), pursuant to which the Company would acquire such NFI LLC Units and such Class B shares in exchange for Class A shares of the Company (the “Exchange Transactions”). The Exchange Transactions were completed on June 10, 2020. In connection with the closing of the Exchange Transactions, the Company issued 144,342,572 Class A shares in exchange for an equal number of NFI LLC Units, together with an equal number of Class B shares of the Company. Following the completion of the Exchange Transactions, the Company owns all of the NFI LLC Units directly or indirectly and no Class B shares remain outstanding. As of June 30, 2020, NFE has 168,587,346 Class A shares outstanding. Prior to the Exchange Transactions, the Company recognized the Exchanging Members’ economic interest in NFI as non-controlling interest in the Company’s condensed consolidated financial statements. Results of operations for the period prior to the date of the Exchange Transactions, June 10, 2020, was attributed to non-controlling interest based on the Exchanging Members’ interest in NFI; subsequent to the Exchange Transactions, results of operations, excluding results attributable to other investors in non-wholly owned subsidiaries, were recognized as net income or loss attributable to stockholders. Amounts that were attributable to these Exchanging Members' prior interest in NFI previously shown as non-controlling interest on the Company’s consolidated balance sheets have been reclassified to Class A shares. (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 the 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) 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. (d) Revenue recognition The Company’s contracts with customers may contain one or several performance obligations usually consisting of the sale of LNG, natural gas, and beginning in the first quarter of 2020, power and steam which are outputs from the Company’s natural gas-fueled infrastructure. The transaction price for each of these contracts is structured using similar inputs and factors regardless of the output delivered to the customer. The customers consume the benefit of the natural gas, power and steam when they are delivered by the Company to the customer’s power generation facilities or interconnection facility. Natural gas, power and steam qualify as a series with revenue being recognized over time using an output method, based on the quantity of natural gas, power, or steam that the customer has consumed. LNG is typically delivered in containers transported by truck to customer sites. Revenue from sales of LNG delivered by truck is recognized at the point in time at which physical possession and the risks and rewards of ownership transfer to the customer, either when the containers are shipped or delivered to the customers’ storage facilities, depending on the terms of the contract. Because the nature, timing and uncertainty of revenue and cash flows are substantially the same for LNG, natural gas, power and steam, the Company has presented Operating revenue on an aggregated basis. The Company has concluded that variable consideration included in its agreements meets the exception for allocating variable consideration. As such, the variable consideration for these contracts is allocated to each distinct unit of LNG, natural gas, power or steam delivered and recognized when that distinct unit 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 estimated standalone selling price 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 financing or operating leases. The current and non-current portion of financing leases are recorded within Prepaid expenses and other current assets and Finance leases, net on the condensed consolidated balance sheets, respectively. The lease payments for finance leases are segregated into principal and interest components similar to a loan. Interest income 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 component of the lease payment is reflected as a reduction to the net investment in the lease. For the Company’s operating leases, the amount allocated to the leasing component is recognized over the lease term as Other revenue in the condensed consolidated statements of operations and comprehensive loss. In addition to the revenue recognized from the leasing components of agreements with customers, Other revenue includes revenue recognized from the construction, installation and commissioning of equipment, inclusive of natural gas used in the commissioning process, to transform customers’ facilities to operate utilizing natural gas or to allow customers to receive power or other outputs from our natural gas-fueled power generation facilities. Revenue from these development services is recognized over time as the Company transfers control of the asset to the customer or based on the quantity of natural gas consumed as part of commissioning the customer’s facilities. If the customer is not able to obtain control over the asset under construction until such services are completed, revenue is recognized when the services are completed and the customer has control of the infrastructure. Such agreements may also include a significant financing component, and the Company recognizes revenue for the interest income component over the term of the financing as Other revenue. Shipping and handling costs are not considered to be separate performance obligations. These costs are recognized in the period in which the costs 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 based 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. (e) Contract termination charges and loss on mitigation sales The Company has long-term supply agreements to purchase LNG, and the Company may incur termination charges to the extent that the Company cancels such contractual arrangements. Further, if the Company is unable to take physical possession of a portion of the contracted quantity of LNG due to capacity limitations, the supplier will attempt to sell the undelivered quantity through a mitigation sale. The Company may incur a loss on a mitigation sale if the cargo is unable to be sold for a price greater than the contracted price. T hese costs are included in a separate line in the condensed consolidated statements of operations and comprehensive loss because such During the three and six months ended June 30, 2020, the Company recognized a termination charge of $105,000 associated with an agreement with one of the Company’s LNG suppliers to terminate the obligation to purchase any LNG from this supplier for the remainder of 2020 in exchange for a cancellation fee of $105,000. Loss on mitigation sales of $18,906 and $19,114 were recognized in the three and six months ended June 30, 2020, respectively. |
Adoption of new and revised sta
Adoption of new and revised standards | 6 Months Ended |
Jun. 30, 2020 | |
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, 2020: In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Disclosure Framework – Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Income Taxes (b) New and amended standards adopted by the Company: On February 25, 2016, the FASB issued ASU No. 2016-02, Leases The Company has entered into lease agreements for the use of LNG vessels, marine port space, office space, land and equipment, all of which are operating leases. ROU assets recognized for these leases represent the Company’s right to use an underlying asset for the lease term, and the lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the lease term. The incremental borrowing rate used to calculate the present value of lease payments is determined using existing credit rates of unsecured borrowings adjusted for collateral, which are then adjusted for the appropriate lease term and currency. The Company adopted ASC 842 effective January 1, 2020 and elected to apply the modified retrospective transition method at the beginning of the period of adoption, which allowed the Company to begin recognizing and measuring leases under ASC 842 at January 1, 2020, without modifying the comparative period financial statements. Upon adoption of ASC 842, the Company recorded ROU assets and corresponding lease liabilities of $124,774 and $103,874, respectively. The Company did not elect the package of practical expedients and therefore, as part of transition, the Company reassessed the previous conclusions made under ASC 840 related to the identification of leases, classification of leases and initial direct costs based on the standards of ASC 842. In connection with the reassessment of previous conclusions, the Company determined that the direct financing lease recognized related to the Montego Bay Terminal is no longer a lease under ASC 842. The Company recognized a transition adjustment that removed the unamortized net investment in the direct financing lease and recognized the underlying assets as Property, plant and equipment net of depreciation that would have been recognized since the commissioning of the Montego Bay Terminal, with the difference of approximately $9,085, net of taxes of $2,945, recorded as an adjustment to retained earnings. Beginning in 2020, the Company will recognize payments previously allocated to the leasing component of the gas sales agreement with this customer within Operating revenue in the condensed consolidated statements of operations and comprehensive loss. Under ASC 840, amounts allocated to the leasing component had been recognized on an effective interest method over the lease term with only the portion representing interest income recognized as Other revenue. The Company made an accounting policy election to exclude leases with terms of 12 months or less from ROU assets and lease liabilities on the balance sheet, and short-term lease payments are recognized on a straight-line basis over the lease term. Variable payments under short-term leases are recognized in the period in which the obligation that triggers the variable payment becomes probable. The Company, as lessee, has also elected the practical expedient not to separate lease and non-lease components for marine port space, office space, land and equipment leases. The Company will separate the lease and non-lease components for LNG vessel leases. The allocation of lease payments between lease and non-lease components has been determined based on the relative fair value of each component. The fair value of the lease component is estimated based on the estimated standalone price to lease a bareboat LNG vessel. The fair value of the non-lease component is estimated based on the estimated standalone price of operating the respective vessel, inclusive of the costs of the crew and other operating costs. The Company, as lessor, will continue to separate lease and non-lease components for the equipment leases provided in connection with agreements for the sale of LNG or natural gas to customers. The Company has elected the land easement practical expedient, which allows the Company to continue to account for pre-existing land easements as intangible assets under the accounting policy that existed before adoption of ASC 842. 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 In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract |
Revenue from contracts with cus
Revenue from contracts with customers | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from contracts with customers [Abstract] | |
Revenue from contracts with customers | 4. Revenue from contracts with customers Under most customer contracts, invoicing occurs once the Company’s performance obligations have been satisfied, at which point payment is unconditional. As of June 30, 2020 and December 31, 2019, receivables related to revenue from contracts with customers totaled $44,704 and $30,563, respectively, 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 reimbursable costs, recoverable taxes and leases which are accounted for outside the scope of ASC 606. The Company has recognized a contract liability, comprised of unconditional payments due or paid under the contract with a customer prior to the Company’s satisfaction of the related performance obligations. The performance obligations are expected to be satisfied during the next 12 months, and the contract liability is classified within Other current liabilities on the condensed consolidated balance sheets. Contract assets are comprised of the transaction price allocated to completed performance obligations that will be billed to customers in subsequent periods. The contract liability and contract assets balances as of June 30, 2020 and December 31, 2019 are detailed below: June 30, 2020 December 31, 2019 Contract assets - current $ 4,270 $ 3,787 Contract assets - non-current 23,525 19,474 Total contract assets $ 27,795 $ 23,261 Contract liability $ 7,889 $ 6,542 Revenue recognized in the year from: Amounts included in contract liability at the beginning of the year $ 4,816 $ - As of June 30, 2020, the Company has unbilled receivables of $6,999, of which $356 is presented within Other current assets and $6,643 is presented within Other non-current assets on the condensed consolidated balance sheet. These unbilled receivables represent unconditional right to payment subject only to the passage of time. Operating revenue which includes revenue from sales of LNG and natural gas as well as outputs from the Company’s natural gas-fired power generation facilities, including power and steam, was $76,177 and $31,738 for the three months ended June 30, 2020 and 2019, respectively. Operating revenue was $139,679 and $57,876 for the six months ended June 30, 2020 and 2019, respectively. During March 2020, the Company began to deliver power and steam recognizing $6,946 and $8,677 in operating revenue for the three and six months ended June 30, 2020, respectively. Other revenue includes revenue for development services as well as lease and other revenue. The table below summarizes the balances in Other revenue: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Development services revenue $ 17,495 $ 3,908 $ 27,566 $ 3,908 Lease and other revenue 894 4,120 1,851 7,933 Total other revenue $ 18,389 $ 8,028 $ 29,417 $ 11,841 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, natural gas or outputs from the Company’s power generation facilities are 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 typically based on a market index plus a fixed margin. The fixed transaction price allocated to the remaining performance obligations under these arrangements is $4,410,159 as of June 30, 2020, 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 of 2020 $ 129,090 2021 243,553 2022 242,745 2023 242,836 2024 243,090 Thereafter 3,308,845 Total $ 4,410,159 For all other sales contracts that have a term exceeding one year, the Company has elected the practical expedient in ASC 606 under which the Company does not disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. For these excluded contracts, the sources of variability are (a) the fluctuating market index prices of natural gas used to price the contracts, and (b) the variation in volumes that may be delivered to the customer. Both sources of variability are expected to be resolved at or shortly before delivery of each unit of LNG, natural gas, power or steam. As each unit of LNG, natural gas, power or steam represents a separate performance obligation, future volumes are wholly unsatisfied. The Company has recognized costs to fulfill a contract with a significant customer, which primarily consist of expenses required to enhance resources to deliver under the agreement with the customer. As of June 30, 2020, the Company has capitalized $10,031, of which $498 of these costs is presented within Other current assets and $9,533 is presented within Other non-current assets on the condensed consolidated balance sheets. As of December 31, 2019, the Company had capitalized $8,839, of which $331 of these costs was presented within Other current assets and $8,508 was presented within Other non-current assets on the condensed consolidated balance sheets. In the first quarter of 2020, the Company began to delivery under the agreement and started recognizing these costs on a straight-line basis over the expected term of the agreement. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | 5. Leases Lessee The Company has operating leases primarily for the use of LNG vessels, marine port space, office space, land and equipment under non-cancellable lease agreements. The Company’s leases may include multiple optional renewal periods that are exercisable solely at the Company’s discretion. Renewal periods are included in the lease term when the Company is reasonably certain that the renewal options would be exercised, and the associated lease payments for such periods are reflected in the ROU asset and lease liability. The Company’s leases include fixed lease payments which may include escalation terms based on a fixed percentage or may vary based on an inflation indexes or other market adjustments. Escalations based on changes in inflation indices and market adjustments and other lease costs that vary based on the use of the underlying asset are not included as lease payments in the calculation of the lease liability or ROU asset and are included in variable lease cost when the obligation that triggers the variable payment becomes probable. Variable lease cost includes contingent rent payments for office space based on the percentage occupied by the Company in addition to common area charges and other charges that are variable in nature. The Company also has a component of lease payments that are variable related to the LNG vessels, in which the Company may receive credits based on the performance of the LNG vessels during the period. For the three months and six months ended June 30, 2020, the Company’s operating lease cost recorded within the condensed consolidated statements of operations and comprehensive loss were as follows: Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 Operating lease cost: Fixed lease cost $ 6,596 $ 16,863 Variable lease cost 74 713 Short-term lease cost 330 616 Lease cost - Cost of Sales $ 6,109 $ 15,460 Lease cost - Operations and maintenance 440 828 Lease cost - Selling, general and administrative 451 1,904 Capitalized lease cost 7,474 8,013 Capitalized lease cost relates to operating lease cost for vessels and port space used during the commissioning of development projects. Short-term lease costs for vessels chartered by the Company to bring inventory from a supplier’s facilities to the Company’s storage locations are capitalized to inventory. Cash paid for operating leases is reported in operating activities in the condensed consolidated statements of cash flows. Supplemental cash flow information related to leases was as follows for the six months ended June 30, 2020: Six Months Ended June 30, 2020 Operating cash outflows for operating lease liabilities $ 23,257 Right-of-use assets obtained in exchange for new operating lease liabilities 128,592 The future payments due under operating leases as of June 30, 2020 is as follows: Operating Leases Due remainder of 2020 $ 14,737 2021 35,398 2022 18,307 2023 7,002 2024 7,114 Thereafter 33,780 Total lease payments 116,338 Less: effects of discounting 32,337 Present value of lease liabilities $ 84,001 Current lease liability $ 26,835 Non-current lease liability 57,166 As of June 30, 2020, the weighted-average remaining lease term for all operating leases was 5.8 years. Because the Company generally does not have access to the rate implicit in the lease, the incremental borrowing rate is utilized as the discount rate. The weighted average discount rate associated with operating leases as of June 30, 2020 was 8.6%. The Company has entered into an LNG vessel lease that has not commenced as of June 30, 2020 with a noncancelable term of 5 years and includes fixed payments for lease and non-lease components of $69,704. Future annual minimum lease payments for operating leases as of December 31, 2019, prepared in accordance with accounting standards prior to the adoption of ASC 842, were as follows: Year ending December 31: 2020 $ 37,776 2021 35,478 2022 18,387 2023 7,083 2024 7,151 Thereafter 26,458 Total $ 132,333 During the three and six months ended June 30, 2019, the Company recognized rental expense for all operating leases of $8,939 and $17,376, respectively, related primarily to LNG vessel time charters, office space, a land site lease and marine port berth leases. Lessor In the Company’s agreements to sell LNG or natural gas to customers, the Company may also lease certain equipment to customers which are accounted for either as a finance or an operating lease. Property, plant and equipment subject to operating leases is included within ISO containers and other equipment within Note 12. Property, plant and equipment, net. June 30, 2020 Property, plant and equipment $ 10,955 Accumulated depreciation (642 ) Property, plant and equipment, net $ 10,313 The following table shows the expected future lease payments as of June 30, 2020, for the remainder of 2020 through 2024 and thereafter: Future cash receipts Financing leases Operating leases Remainder of 2020 $ 152 $ 109 2021 303 206 2022 298 194 2023 304 196 2024 304 197 Thereafter 836 860 Total $ 2,197 $ 1,762 Less: Imputed interest 1,029 Present value of total lease receipts $ 1,168 Current finance leases, net $ 253 Non-current finance leases, net 915 |
Fair value
Fair value | 6 Months Ended |
Jun. 30, 2020 | |
Fair value [Abstract] | |
Fair value | 6. Fair value Fair value measurements and disclosures require the use of valuation techniques 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 June 30, 2020 and December 31, 2019: June 30, 2020 Level 1 Level 2 Level 3 Total Valuation technique Assets Cash and cash equivalents $ 167,316 $ - $ - $ 167,316 Market approach Restricted cash 56,077 - - 56,077 Market approach Investment in equity securities 323 - - 323 Market approach Total $ 223,716 $ - $ - $ 223,716 Liabilities Derivative liability¹ $ - $ - $ 9,686 $ 9,686 Income approach Equity agreement² - - 16,678 16,678 Income approach Total $ - $ - $ 26,364 $ 26,364 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. 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 table below summarizes the fair value adjustment, recorded within Other expense (income), net in the condensed consolidated statements of operations and comprehensive loss, and currency translation adjustment, recorded within the Other comprehensive loss, for the three and six months ended June 30, 2020 and 2019: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Fair value adjustment - Loss/(gain) $ 1,323 $ 478 $ (294 ) $ (155 ) Currency translation adjustment - Loss 595 - 58 - During the three and six months ended June 30, 2020 and 2019, the Company had no settlements of the equity agreement or derivative liability or any transfers in or out of Level 3 in the fair value hierarchy. The liability associated with the equity agreement of $16,678 and $16,800 as of June 30, 2020 and December 31, 2019, respectively, is recorded within Other current liabilities on the condensed consolidated balance sheets. The liability associated with the derivative liability of $9,686 and $9,800 as of June 30, 2020 and December 31, 2019, respectively, is recorded within Other long-term liabilities on the condensed consolidated balance sheets. 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 for each of the Credit Agreement, Senior Secured Bonds, and Senior Unsecured Bonds (all defined below in “Note 16. Debt”) approximate fair value. The fair value estimate is classified as Level 3 in the fair value hierarchy. |
Restricted cash
Restricted cash | 6 Months Ended |
Jun. 30, 2020 | |
Restricted cash [Abstract] | |
Restricted cash | 7. Restricted cash As of June 30, 2020 and December 31, 2019, restricted cash consisted of the following: June 30, 2020 December 31, 2019 Collateral for performance under customer agreements $ 15,000 $ 15,000 Collateral for LNG purchases 26,476 35,000 Collateral for letters of credit and performance bonds 6,220 7,388 Debt service reserve account 8,131 8,299 Other restricted cash 250 250 Total restricted cash $ 56,077 $ 65,937 Current restricted cash $ 32,946 $ 30,966 Non-current restricted cash 23,131 34,971 |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2020 | |
Inventory [Abstract] | |
Inventory | 8. Inventory As of June 30, 2020 and December 31, 2019, inventory consisted of the following: June 30, 2020 December 31, 2019 LNG and natural gas inventory $ 41,778 $ 57,436 Automotive diesel oil inventory 5,167 4,746 Materials, supplies and other 3,940 1,250 Total inventory $ 50,885 $ 63,432 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 and six months ended June 30, 2020 and 2019. |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 6 Months Ended |
Jun. 30, 2020 | |
Prepaid expenses and other current assets [Abstract] | |
Prepaid expenses and other current assets | 9. Prepaid expenses and other current assets As of June 30, 2020 and December 31, 2019, prepaid expenses and other current assets consisted of the following: June 30, 2020 December 31, 2019 Prepaid expenses $ 6,348 $ 7,458 Prepaid LNG 3,312 7,097 Due from affiliates (Note 21) 1,460 1,577 Other current assets 17,821 23,602 Total prepaid expenses and other current assets $ 28,941 $ 39,734 Other current assets as of June 30, 2020 and December 31, 2019 primarily consists of receivables for recoverable taxes and capitalized costs associated with delivering development services to a customer. |
Investment in equity securities
Investment in equity securities | 6 Months Ended |
Jun. 30, 2020 | |
Investment in equity securities [Abstract] | |
Investment in equity securities | 10. Investment in equity securities The Company has invested in equity securities of an international oil and gas drilling contractor. The cost of the investment was $3,667. As of June 30, 2020 and December 31, 2019, the Company owned 295,256 shares of that contractor and the fair value of the investment was $323 and $2,540, respectively. The unrealized (gain) loss of $(183) and $1,698 for the three months ended June 30, 2020 and 2019, respectively, and $2,217 and $802 for the six months ended June 30, 2020 and 2019, respectively, is included within Other expense (income), net in the condensed consolidated statements of operations and comprehensive loss. |
Construction in progress
Construction in progress | 6 Months Ended |
Jun. 30, 2020 | |
Construction in Progress [Abstract] | |
Construction in progress | 11. Construction in progress The Company’s construction in progress activity during the six months ended June 30, 2020 is detailed below: June 30, 2020 Balance at beginning of period $ 466,587 Additions 80,541 Transferred to property, plant and equipment, net (Note 12) (200,177 ) Balance at end of period $ 346,951 Interest expense of $17,902 and $9,111, inclusive of amortized debt issuance costs, was capitalized for the six months ended June 30, 2020 and 2019, respectively |
Property, plant and equipment,
Property, plant and equipment, net | 6 Months Ended |
Jun. 30, 2020 | |
Property, plant and equipment, net [Abstract] | |
Property, plant and equipment, net | 12. Property, plant and equipment, net As of June 30, 2020 and December 31, 2019, the Company’s property, plant and equipment, net consisted of the following: June 30, 2020 December 31, 2019 CHP facilities $ 117,496 $ - Terminal and power plant equipment 105,705 14,981 LNG liquefaction facilities 65,992 66,273 Gas terminals 72,394 52,781 Gas pipelines 58,974 11,692 ISO containers and other equipment 74,071 39,951 Land 15,637 15,401 Leasehold improvements 8,309 8,054 Accumulated depreciation (43,380 ) (16,911 ) Total property, plant and equipment, net $ 475,198 $ 192,222 In connection with the adoption of ASC 842, the Company determined that the direct financing lease recognized related to the Montego Bay Terminal is no longer a lease under ASC 842. As of January 1, 2020, the Company recognized a transition adjustment that removed the unamortized net investment in the direct financing lease of $91,005 and recognized the underlying assets as Property, plant and equipment of $92,207 and accumulated depreciation of $13,932 that would have been recognized since the commissioning of the Montego Bay Terminal, with the difference of approximately $9,085, net of taxes of $2,945, recorded as an adjustment to retained earnings. Depreciation for the three months ended June 30, 2020 and 2019 totaled $7,539 and $1,983, respectively, of which $223 and $147 is respectively included within Cost of sales in the condensed consolidated statements of operations and comprehensive loss. Depreciation for the six months ended June 30, 2020 and 2019 totaled $ and $ , respectively, of which $ and $ is respectively included within Cost of sales in the condensed consolidated statements of operations and comprehensive loss. |
Intangible assets
Intangible assets | 6 Months Ended |
Jun. 30, 2020 | |
Intangible assets [Abstract] | |
Intangible assets | 13. Intangible assets The following table summarizes the composition of intangible assets as of June 30, 2020 and December 31, 2019: June 30, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Life Definite-lived intangible assets Shannon LNG permits $ 42,078 $ 1,709 $ 40,369 40 Easements 1,559 165 1,394 30 Indefinite-lived intangible assets Easements 1,168 - 1,168 n/a Total intangible assets $ 44,805 $ 1,874 $ 42,931 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 As of June 30, 2020 and December 31, 2019, the weighted-average remaining amortization periods for the intangible assets was 38.0 years and 38.8 years, respectively. As of January 1, 2020, intangible assets associated with favorable lease terms in acquired leases have been reclassified as a ROU assets as a result of adoption of ASC 842. Amortization for the three months ended June 30, 2020 and 2019 totaled $282 and $286, respectively. Amortization was $ and $ for the six months ended June 30, 2020 and 2019, respectively. |
Other non-current assets
Other non-current assets | 6 Months Ended |
Jun. 30, 2020 | |
Other non-current assets [Abstract] | |
Other non-current assets | 14. Other non-current assets As of June 30, 2020 and December 31, 2019, Other non-current assets consisted of the following: June 30, 2020 December 31, 2019 Nonrefundable deposit $ 24,643 $ 22,262 Contract asset (Note 4) 23,525 19,474 Cost to fulfill (Note 4) 9,533 8,508 Unbilled receivables (Note 4) 6,643 - Upfront payments to customers 5,739 5,904 Port access rights and initial lease costs - 17,762 Other 7,087 7,716 Total other non-current assets $ 77,170 $ 81,626 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 natural gas sales contracts with customers to construct fuel-delivery infrastructure that the customers will own. As of January 1, 2020, port access rights related to the Company’s port lease in Baja California Sur, Mexico, and payments to incumbent tenants to secure the Company’s port lease in San Juan, Puerto Rico were reclassified as ROU assets in connection with the adoption of ASC 842. |
Accrued liabilities
Accrued liabilities | 6 Months Ended |
Jun. 30, 2020 | |
Accrued liabilities [Abstract] | |
Accrued liabilities | 15. Accrued liabilities As of June 30, 2020 and December 31, 2019, accrued liabilities consisted of the following: June 30, 2020 December 31, 2019 Accrued contract termination charges $ 105,000 $ - Accrued construction costs 8,689 25,037 Accrued interest 13,282 - Accrued bonuses 8,216 14,991 Other accrued expenses 30,105 14,915 Total accrued liabilities $ 165,292 $ 54,943 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt [Abstract] | |
Debt | 16 . Debt As of June 30, 2020 and December 31, 2019, debt consisted of the following: June 30, 2020 December 31, 2019 Credit Agreement, due January 15, 2023 $ 773,895 $ - Term Loan Facility, due January 21, 2020 - 495,000 Senior Secured Bonds, due September 2034 71,052 70,960 Senior Secured Bonds, due December 2034 62,968 10,823 Senior Unsecured Bonds, due September 2036 42,323 42,274 Total debt $ 950,238 $ 619,057 The Credit Agreement On January 10, 2020, the Company entered into a credit agreement to borrow $800,000 in term loans (the “Credit Agreement”). The Credit Agreement will mature in January 2023 The Credit Agreement 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 restricted covenants customary for credit agreement of this type, including restrictions on indebtedness, liens, acquisitions and investments, restricted payments and dispositions. The Credit Agreement also provides for customary events of default, prepayment and cure provisions. In connection with obtaining the Credit Agreement and the extinguishment of the Term Loan Facility, the Company incurred $36,313 in origination, structuring, and other fees which were recognized as a reduction of the principal balance of the Credit Agreement on the condensed consolidated balance sheets. As of June 30, 2020, the remaining unamortized deferred financing costs were $26,105. Term Loan Facility On August 16, 2018, the Company entered into a credit agreement with a syndicate of lenders to borrow up to an aggregate principal amount of $ , and proceeds received from this credit agreement were utilized to repay prior debt facilities. On December 31, 2018, the Company amended this credit agreement to increase the available borrowing principal amount to $ (as amended, the “Term Loan Facility”), and as of December 31, 2018, the Company had an outstanding principal balance of $ under the Term Loan Facility. On March 21, 2019, the Company drew an additional $ , bringing the Company’s total outstanding borrowings to $ under the Term Loan Facility. All borrowings under the Term Loan Facility bore interest at a rate selected by the Company of either (i) LIBOR divided by one minus the applicable reserve requirement plus a spread of 4% or (ii) subject to a floor of 1%, a Base Rate equal to the higher of (a) the Prime Rate, (b) the Federal Funds Rate plus 1/2 of 1 The Term Loan Facility was secured by mortgages on certain properties owned by the Company’s subsidiaries, in addition to other collateral. The Term Loan Facility was amended in the third quarter of 2019 to allow certain properties of a consolidated subsidiary to secure the Senior Secured Bonds (defined below). The Company incurred costs in connection with obtaining the Term Loan Facility, the extinguishment of the Company’s prior debt facilities, and the amendment of the Term Loan Facility. Some of the costs incurred were capitalized as a reduction to the Term Loan Facility on the consolidated balance sheets, and all deferred financing costs associated with the Term Loan Facility were amortized over the term of the Term Loan Facility, through December 31, 2019. As such, there were no unamortized deferred financing costs as of December 31, 2019. The Term Loan Facility had a maturity date of December 31, 2019 with an option to extend the maturity date for additional periods. Upon the exercise of each extension option, the Company would pay a fee equal to of the outstanding principal balance at the time of the exercise and the spread on LIBOR and Base Rate would increase by . O South Power Bonds On September 2, 2019, NFE South Power Holdings Limited (“South Power”), a consolidated subsidiary of the Company, entered into a facility for the issuance of secured and unsecured bonds (the “Senior Secured Bonds” and “Senior Unsecured Bonds”, respectively) and subsequently issued $73,317 and $43,683 in Senior Secured Bonds and Senior Unsecured Bonds, respectively. The Senior Secured Bonds are secured by the dual-fired combined heat and power facility in Clarendon, Jamaica (the “CHP Plant”) and related receivables and assets, and the proceeds were used to fund the completion of the CHP Plant and to reimburse shareholder advances. Upon completion of construction of the CHP Plant in the fourth quarter of 2019, South Power issued an additional $63,000 in Senior Secured Bonds. The Company received $10,856 of the proceeds in 2019 and received the remaining proceeds of $52,144 in January 2020. The Senior Secured Bonds bear interest at an annual fixed rate of 8.25% and will mature 15 years from the closing date of each issuance. No principal payments will be due for the first seven years. After seven years, quarterly principal payments of approximately 1.6% of the original principal amount will be due, with a 50% balloon payment due upon maturity. Interest payments on outstanding principal balances are due quarterly. The Senior Unsecured Bonds bear interest at an annual fixed rate of 11.00% and will mature in September 2036 South Power will be required to comply with certain financial covenants as well as customary affirmative and negative covenants, including limitations on incurring additional indebtedness. The facility also provides for customary events of default, prepayment and cure provisions. The Company paid approximately $3,892 of fees in connection with the issuance of Senior Secured Bonds and Senior Unsecured Bonds. These fees were capitalized on a pro-rata basis as a reduction of the Senior Secured Bonds and Senior Unsecured Bonds on the condensed consolidated balance sheets. The total unamortized deferred financing costs as of June 30, 2020 and December 31, 2019 was $3,657 and $3,799, respectively. Under the terms of the facility, South Power is required to maintain a Debt Service Reserve Account (as defined in the facility) in the amount of $8,131. Such amount is included as a component of Restricted cash on the Company’s condensed consolidated balance sheets (see Note 7). Interest Expense Interest and related amortization of debt issuance costs recognized during major development and construction projects are capitalized and included in the cost of the project. Interest expense, net of amounts capitalized, recognized for the three and six months ended June 30, 2020 and 2019 consisted of the following: Three months ended Six months ended June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019 Interest costs: Interest per contractual rates $ 19,766 $ 8,475 $ 38,640 $ 13,364 Amortization of debt issuance costs 5,728 3,166 10,350 5,230 Total interest costs 25,494 11,641 48,990 18,594 Capitalized interest 8,296 5,442 17,902 9,111 Total interest expense $ 17,198 $ 6,199 $ 31,088 $ 9,483 |
Income taxes
Income taxes | 6 Months Ended |
Jun. 30, 2020 | |
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 of $42,783 related to the difference between its tax basis in its investment in NFI and NFE’s share of the financial statement carrying amount of the net assets of NFI. The deferred tax asset was recorded to equity and is fully offset by a valuation allowance also recorded to equity. Subsequent to the Exchange Transactions completed on June 10, 2020, of NFI’s operations will be included in the NFE income tax provision; there is no impact on income tax expense expected . The effective tax rate for the three months ended June 30, 2020 was , compared to for the three months ended June 30, 2019. The total tax expense for the three months ended June 30, 2020 was $ , compared to $ for the three months ended June 30, 2019. The effective tax rate for the six months ended June 30, 2020 was , compared to for the six months ended June 30, 2019. The total tax expense for the six months ended June 30, 2020 was $ , compared to $ for the six months ended June 30, 2019. The primary items which decreased the Company’s effective tax rate for the three months and six months ended June 30, 2020 and June 30, 2019 The Company has not recorded a liability for uncertain tax positions as of June 30, 2020. 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 | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and contingencies [Abstract] | |
Commitments and contingencies | 18. Commitments and contingencies The Company may be subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. The Company does not believe that these proceedings, individually or in the aggregate, will have a material adverse effect on the Company's financial position, results of operations or cash flows. |
Earnings per share
Earnings per share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings per share [Abstract] | |
Earnings per share | 19. Earnings per share Three Months Ended Six Months Ended June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019 Numerator: Net loss $ (166,519 ) $ (51,233 ) $ (226,574 ) $ (111,525 ) Less: net loss attributable to non-controlling interests 29,094 45,047 80,851 91,782 Net loss attributable to Class A shares $ (137,425 ) $ (6,186 ) $ (145,723 ) $ (19,743 ) Denominator: Weighted-average shares-basic and diluted 57,341,215 22,114,002 41,771,849 18,154,939 Net loss per share - basic and diluted $ (2.40 ) $ (0.28 ) $ (3.49 ) $ (1.09 ) 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. In connection with the closing of the Exchange Transactions on June 10, 2020, all outstanding Class B shares were exchanged for Class A shares. The weighted average shares outstanding are significantly lower than the Class A shares outstanding on June 30, 2020 due to the timing of the Exchange Transactions. 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. June 30, 2020 June 30, 2019 Unvested RSUs 1 1,627,673 3,959,725 Class B shares 2 - 147,058,824 Shannon Equity Agreement shares 3 1,290,710 1,432,208 Total 2,918,383 152,450,757 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. |
Share-based compensation
Share-based compensation | 6 Months Ended |
Jun. 30, 2020 | |
Share-based compensation [Abstract] | |
Share-based compensation | 20. 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, share appreciation rights, restricted shares, restricted share 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. RSUs The Company has granted RSUs to select officers, employees, non-employee members of the board of directors and select non-employees under the Incentive Plan. The fair value of RSUs on the grant date is estimated based on the closing price of the underlying shares on the grant date and other fair value adjustments to account for a post-vesting holding period. These fair value adjustments were estimated based on the Finnerty model. The following table summarizes the RSU activity for the six months ended June 30, 2020: Restricted Share Units Weighted-average grant date fair value per share Non-vested RSUs as of December 31, 2019 3,137,415 $ 13.44 Granted 109,409 14.47 Vested and shares issued (1,491,964 ) 13.46 Forfeited (127,187 ) 13.51 Non-vested RSUs as of June 30, 2020 1,627,673 $ 13.49 The following table summarizes the share-based compensation expense for the Company’s RSUs recorded for the three and six months ended June 30, 2020 and 2019: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Operations and maintenance $ 253 $ 260 $ 490 $ 329 Selling, general and administrative 1,669 8,711 3,940 27,679 Total share-based compensation expense $ 1,922 $ 8,971 $ 4,430 $ 28,008 For the three months ended June 30, 2020 and 2019, cumulative compensation expense recognized for forfeited RSU awards of $488 and $0, respectively, was reversed. For the six months ended June 30, 2020 and 2019, cumulative compensation expense recognized for forfeited RSU awards of $ and $ , respectively, was reversed. The Company recognizes the income tax benefits resulting from vesting of RSUs in the period of vesting, to the extent the compensation expense has been recognized. As of June 30, 2020, the Company had 1,627,673 non-vested RSUs subject to service conditions and had unrecognized compensation costs of approximately $13,515. 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 1.75 years as of June 30, 2020. Performance Share Units (“PSUs”) During the first quarter of 2020 For the three and six months ended June 30, 2020, Unrecognized compensation costs if the maximum amount of shares were to vest based on the achievement of the performance condition was $ , and the weighted-average remaining vesting period of non-vested PSUs totaled years as of June 30, 2020 |
Related party transactions
Related party transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related party transactions [Abstract] | |
Related party transactions | 21. Related party transactions Management services The Company is majority owned by Fortress Investment Group LLC (“Fortress”). In the ordinary course of business, 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 $ and $ for the three months ended June 30, 2020 and 2019, respectively, and $ and $ for the six months ended June 30, 2020 and 2019 , 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. As of June 30, 2020 and December 31, 2019, $ and $ were due to Fortress, respectively. 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 $45 and $649 for the three months ended June 30, 2020 and 2019 , respectively, and $ and $ for the months ended and , respectively. As of and , $ and $ was due to this affiliate, respectively. Land and office lease The Company has leased land and office space from Florida East Coast Industries, LLC (“FECI”), . In April 2019 , FECI sold the office building to a non-affiliate, and as such, the lease of the office space is no longer held with a related party. The Company recognized expense related to the land lease still held by a related party during the three and six months ended June 30, 2020 of $ and $ , respectively, which was included within Operations and maintenance in the condensed consolidated statements of operations and comprehensive loss. The expense for the period that the land and building was owned by a related party during the three months ended June 30, 2019 totaled $ , of which $ related to the office lease and ancillary services is included in Selling, general and administrative, and $ related to the land lease is included within Operations and maintenance. The expense for the period that the land and building was owned by a related party during the six months ended June 30, 2019 totaled $ of which $ was capitalized to Construction in progress, $ related to the office lease and ancillary services is included in Selling, general and administrative, and $ related to the land lease is included within Operations and maintenance, respectively in the condensed consolidated statements of operations and comprehensive loss. As of June 30, 2020 and December 31, 2019 , there was amount due to FECI. 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 purchased 10% of a note payable due to an affiliate of the Company. As of June 30, 2020 and December 31, 2019, $715 and $815 was owed to DevTech on the note payable, respectively. The outstanding note payable due to DevTech is included in Other long-term liabilities on the condensed consolidated balance sheets as of June 30, 2020. The interest expense on the note payable due to DevTech was $ and $ for the months ended and , respectively, and $ and $ for the months ended and , respectively. interest has been paid, and accrued interest has been recognized within Accrued expenses on the condensed consolidated balance sheets. As of and , $ and $ was due from DevTech, respectively. Fortress affiliated entities Since 2017, the Company has provided certain administrative services to related parties including Fortress affiliated entities. As of June 30, 2020 and December 31, 2019, $1,117 and $1,134 were due from affiliates, respectively. There are no costs incurred by the Company as the Company is fully reimbursed for all costs incurred. Additionally, provides certain administrative services to the Company, as well as providing office space under a month-to-month non-exclusive license agreement. The Company incurred rent and administrative expenses of approximately $ and $ for the three months ended June 30, 2020 and 2019 , respectively, and $ and $ for the six months ended June 30, 2020 and 2019 , respectively. amounts were incurred in the three months ended June 30, 2020 due to credits received from this affiliate for previously performed services . As of June 30, 2020 and December 31, 2019, $ and $ were due to this entity, respectively. Due to/from Affiliates The table below summarizes the balances outstanding with affiliates at June 30, 2020 and December 31, 2019: June 30, 2020 December 31, 2019 Amounts due to affiliates $ 6,586 $ 10,252 Amounts due from affiliates 1,460 1,577 |
Subsequent events
Subsequent events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent events [Abstract] | |
Subsequent events | 22. Subsequent events On August 3, 2020, the Company announced the decision to complete the final step in simplifying the Company’s corporate structure by converting New Fortress Energy LLC from a Delaware limited liability company to a Delaware corporation named New Fortress Energy Inc. (the “Conversion”). Since its IPO, NFE has been a corporation for U.S. tax purposes, so converting NFE from a limited liability company to a corporation has no effect on the U.S. tax treatment of the Company or its shareholders. The Conversion is expected to become effective on August 7, 2020. The Conversion was approved by NFE’s board of directors, following receipt of special approval of the Conversion pursuant to NFE’s First Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”). Under Section 10.3(d) of our LLC Agreement, no vote of the members is required or will be sought for the Conversion. Upon the Conversion, each Class A share, representing Class A limited liability company interests of the Company (“Class A Common Shares”), outstanding immediately prior to the Conversion will be converted into issued and outstanding, fully paid and nonassessable share of Class A common stock, $ par value per share, of the Corporation (“Class A Common Stock”). Class A Common Shares currently shown on the Company’s condensed consolidated statements of changes in stockholders’ equity will be reclassified to Class A Common Stock and Additional paid-in capital with no change to Total stockholders’ equity. |
Significant accounting polici_2
Significant accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Significant accounting policies [Abstract] | |
Basis of presentation and principles of consolidation | (a) Basis of presentation and principles of consolidation The accompanying unaudited interim condensed consolidated financial statements contained herein were prepared in accordance with GAAP and 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. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2019. 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 retained a significant interest in NFE through its ownership of 147,058,824 Class B shares, representing a 88.0% voting and non-economic interest. New Fortress Energy Holdings also had an 88.0% economic interest in NFI through its ownership of 147,058,824 of NFI LLC Units. New Fortress Energy Holdings has been determined to be NFE’s predecessor for accounting purposes. On March 1, 2019, the underwriters of the IPO exercised their option to purchase an additional 837,272 Class A shares at the IPO price of $14.00 per share, less underwriting discounts, which resulted in $11.0 million in additional net proceeds after deducting $0.7 million of underwriting discounts and commissions, such that there were 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. On June 3, 2020, the Company entered into a mutual agreement (the “Mutual Agreement”) with the members holding the majority voting interest in New Fortress Energy Holdings (“Exchanging Members”) and NFE Sub LLC (a wholly-owned subsidiary of the Company). Pursuant to the Mutual Agreement, the Exchanging Members agreed to deliver a block redemption notice in accordance with the Amended and Restated Limited Liability Company Agreement of New Fortress Intermediate LLC (the “NFI LLCA”) with respect to all of the NFI LLC Units, together with an equal number of Class B shares of the Company, that such Exchanging Members indirectly own as members of New Fortress Energy Holdings. Pursuant to the Mutual Agreement, the Company agreed to exercise the Call Right (as defined in the NFI LLCA), pursuant to which the Company would acquire such NFI LLC Units and such Class B shares in exchange for Class A shares of the Company (the “Exchange Transactions”). The Exchange Transactions were completed on June 10, 2020. In connection with the closing of the Exchange Transactions, the Company issued 144,342,572 Class A shares in exchange for an equal number of NFI LLC Units, together with an equal number of Class B shares of the Company. Following the completion of the Exchange Transactions, the Company owns all of the NFI LLC Units directly or indirectly and no Class B shares remain outstanding. As of June 30, 2020, NFE has 168,587,346 Class A shares outstanding. Prior to the Exchange Transactions, the Company recognized the Exchanging Members’ economic interest in NFI as non-controlling interest in the Company’s condensed consolidated financial statements. Results of operations for the period prior to the date of the Exchange Transactions, June 10, 2020, was attributed to non-controlling interest based on the Exchanging Members’ interest in NFI; subsequent to the Exchange Transactions, results of operations, excluding results attributable to other investors in non-wholly owned subsidiaries, were recognized as net income or loss attributable to stockholders. Amounts that were attributable to these Exchanging Members' prior interest in NFI previously shown as non-controlling interest on the Company’s consolidated balance sheets have been reclassified to Class A shares. |
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 the 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. |
Legal and contingencies | (c) 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 | (d) Revenue recognition The Company’s contracts with customers may contain one or several performance obligations usually consisting of the sale of LNG, natural gas, and beginning in the first quarter of 2020, power and steam which are outputs from the Company’s natural gas-fueled infrastructure. The transaction price for each of these contracts is structured using similar inputs and factors regardless of the output delivered to the customer. The customers consume the benefit of the natural gas, power and steam when they are delivered by the Company to the customer’s power generation facilities or interconnection facility. Natural gas, power and steam qualify as a series with revenue being recognized over time using an output method, based on the quantity of natural gas, power, or steam that the customer has consumed. LNG is typically delivered in containers transported by truck to customer sites. Revenue from sales of LNG delivered by truck is recognized at the point in time at which physical possession and the risks and rewards of ownership transfer to the customer, either when the containers are shipped or delivered to the customers’ storage facilities, depending on the terms of the contract. Because the nature, timing and uncertainty of revenue and cash flows are substantially the same for LNG, natural gas, power and steam, the Company has presented Operating revenue on an aggregated basis. The Company has concluded that variable consideration included in its agreements meets the exception for allocating variable consideration. As such, the variable consideration for these contracts is allocated to each distinct unit of LNG, natural gas, power or steam delivered and recognized when that distinct unit 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 estimated standalone selling price 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 financing or operating leases. The current and non-current portion of financing leases are recorded within Prepaid expenses and other current assets and Finance leases, net on the condensed consolidated balance sheets, respectively. The lease payments for finance leases are segregated into principal and interest components similar to a loan. Interest income 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 component of the lease payment is reflected as a reduction to the net investment in the lease. For the Company’s operating leases, the amount allocated to the leasing component is recognized over the lease term as Other revenue in the condensed consolidated statements of operations and comprehensive loss. In addition to the revenue recognized from the leasing components of agreements with customers, Other revenue includes revenue recognized from the construction, installation and commissioning of equipment, inclusive of natural gas used in the commissioning process, to transform customers’ facilities to operate utilizing natural gas or to allow customers to receive power or other outputs from our natural gas-fueled power generation facilities. Revenue from these development services is recognized over time as the Company transfers control of the asset to the customer or based on the quantity of natural gas consumed as part of commissioning the customer’s facilities. If the customer is not able to obtain control over the asset under construction until such services are completed, revenue is recognized when the services are completed and the customer has control of the infrastructure. Such agreements may also include a significant financing component, and the Company recognizes revenue for the interest income component over the term of the financing as Other revenue. Shipping and handling costs are not considered to be separate performance obligations. These costs are recognized in the period in which the costs 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 based 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. |
Contract termination charges and loss on mitigation sales | (e) Contract termination charges and loss on mitigation sales The Company has long-term supply agreements to purchase LNG, and the Company may incur termination charges to the extent that the Company cancels such contractual arrangements. Further, if the Company is unable to take physical possession of a portion of the contracted quantity of LNG due to capacity limitations, the supplier will attempt to sell the undelivered quantity through a mitigation sale. The Company may incur a loss on a mitigation sale if the cargo is unable to be sold for a price greater than the contracted price. T hese costs are included in a separate line in the condensed consolidated statements of operations and comprehensive loss because such During the three and six months ended June 30, 2020, the Company recognized a termination charge of $105,000 associated with an agreement with one of the Company’s LNG suppliers to terminate the obligation to purchase any LNG from this supplier for the remainder of 2020 in exchange for a cancellation fee of $105,000. Loss on mitigation sales of $18,906 and $19,114 were recognized in the three and six months ended June 30, 2020, respectively. |
Revenue from contracts with c_2
Revenue from contracts with customers (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from contracts with customers [Abstract] | |
Contract with Customer, Asset and Liability | The Company has recognized a contract liability, comprised of unconditional payments due or paid under the contract with a customer prior to the Company’s satisfaction of the related performance obligations. The performance obligations are expected to be satisfied during the next 12 months, and the contract liability is classified within Other current liabilities on the condensed consolidated balance sheets. Contract assets are comprised of the transaction price allocated to completed performance obligations that will be billed to customers in subsequent periods. The contract liability and contract assets balances as of June 30, 2020 and December 31, 2019 are detailed below: June 30, 2020 December 31, 2019 Contract assets - current $ 4,270 $ 3,787 Contract assets - non-current 23,525 19,474 Total contract assets $ 27,795 $ 23,261 Contract liability $ 7,889 $ 6,542 Revenue recognized in the year from: Amounts included in contract liability at the beginning of the year $ 4,816 $ - |
Other Revenue | Operating revenue which includes revenue from sales of LNG and natural gas as well as outputs from the Company’s natural gas-fired power generation facilities, including power and steam, was $76,177 and $31,738 for the three months ended June 30, 2020 and 2019, respectively. Operating revenue was $139,679 and $57,876 for the six months ended June 30, 2020 and 2019, respectively. During March 2020, the Company began to deliver power and steam recognizing $6,946 and $8,677 in operating revenue for the three and six months ended June 30, 2020, respectively. Other revenue includes revenue for development services as well as lease and other revenue. The table below summarizes the balances in Other revenue: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Development services revenue $ 17,495 $ 3,908 $ 27,566 $ 3,908 Lease and other revenue 894 4,120 1,851 7,933 Total other revenue $ 18,389 $ 8,028 $ 29,417 $ 11,841 |
Remaining Performance Obligations | The Company has arrangements in which LNG, natural gas or outputs from the Company’s power generation facilities are 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 typically based on a market index plus a fixed margin. The fixed transaction price allocated to the remaining performance obligations under these arrangements is $4,410,159 as of June 30, 2020, 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 of 2020 $ 129,090 2021 243,553 2022 242,745 2023 242,836 2024 243,090 Thereafter 3,308,845 Total $ 4,410,159 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Components of Operating Lease Costs | For the three months and six months ended June 30, 2020, the Company’s operating lease cost recorded within the condensed consolidated statements of operations and comprehensive loss were as follows: Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 Operating lease cost: Fixed lease cost $ 6,596 $ 16,863 Variable lease cost 74 713 Short-term lease cost 330 616 Lease cost - Cost of Sales $ 6,109 $ 15,460 Lease cost - Operations and maintenance 440 828 Lease cost - Selling, general and administrative 451 1,904 Capitalized lease cost 7,474 8,013 |
Supplemental Cash Flow Information Related to Leases | Cash paid for operating leases is reported in operating activities in the condensed consolidated statements of cash flows. Supplemental cash flow information related to leases was as follows for the six months ended June 30, 2020: Six Months Ended June 30, 2020 Operating cash outflows for operating lease liabilities $ 23,257 Right-of-use assets obtained in exchange for new operating lease liabilities 128,592 |
Future Payments Due under Operating Leases | The future payments due under operating leases as of June 30, 2020 is as follows: Operating Leases Due remainder of 2020 $ 14,737 2021 35,398 2022 18,307 2023 7,002 2024 7,114 Thereafter 33,780 Total lease payments 116,338 Less: effects of discounting 32,337 Present value of lease liabilities $ 84,001 Current lease liability $ 26,835 Non-current lease liability 57,166 |
Future Annual Minimum Lease Payments for Operating Leases | Future annual minimum lease payments for operating leases as of December 31, 2019, prepared in accordance with accounting standards prior to the adoption of ASC 842, were as follows: Year ending December 31: 2020 $ 37,776 2021 35,478 2022 18,387 2023 7,083 2024 7,151 Thereafter 26,458 Total $ 132,333 |
Property, Plant and Equipment Subject to Operating Leases | In the Company’s agreements to sell LNG or natural gas to customers, the Company may also lease certain equipment to customers which are accounted for either as a finance or an operating lease. Property, plant and equipment subject to operating leases is included within ISO containers and other equipment within Note 12. Property, plant and equipment, net. June 30, 2020 Property, plant and equipment $ 10,955 Accumulated depreciation (642 ) Property, plant and equipment, net $ 10,313 |
Operating and Financing Lease Payments to be Received | The following table shows the expected future lease payments as of June 30, 2020, for the remainder of 2020 through 2024 and thereafter: Future cash receipts Financing leases Operating leases Remainder of 2020 $ 152 $ 109 2021 303 206 2022 298 194 2023 304 196 2024 304 197 Thereafter 836 860 Total $ 2,197 $ 1,762 Less: Imputed interest 1,029 Present value of total lease receipts $ 1,168 Current finance leases, net $ 253 Non-current finance leases, net 915 |
Fair value (Tables)
Fair value (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 June 30, 2020 and December 31, 2019: June 30, 2020 Level 1 Level 2 Level 3 Total Valuation technique Assets Cash and cash equivalents $ 167,316 $ - $ - $ 167,316 Market approach Restricted cash 56,077 - - 56,077 Market approach Investment in equity securities 323 - - 323 Market approach Total $ 223,716 $ - $ - $ 223,716 Liabilities Derivative liability¹ $ - $ - $ 9,686 $ 9,686 Income approach Equity agreement² - - 16,678 16,678 Income approach Total $ - $ - $ 26,364 $ 26,364 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. |
Fair Value and Currency Translation Adjustment | 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 table below summarizes the fair value adjustment, recorded within Other expense (income), net in the condensed consolidated statements of operations and comprehensive loss, and currency translation adjustment, recorded within the Other comprehensive loss, for the three and six months ended June 30, 2020 and 2019: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Fair value adjustment - Loss/(gain) $ 1,323 $ 478 $ (294 ) $ (155 ) Currency translation adjustment - Loss 595 - 58 - |
Restricted cash (Tables)
Restricted cash (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Restricted cash [Abstract] | |
Restricted Cash | As of June 30, 2020 and December 31, 2019, restricted cash consisted of the following: June 30, 2020 December 31, 2019 Collateral for performance under customer agreements $ 15,000 $ 15,000 Collateral for LNG purchases 26,476 35,000 Collateral for letters of credit and performance bonds 6,220 7,388 Debt service reserve account 8,131 8,299 Other restricted cash 250 250 Total restricted cash $ 56,077 $ 65,937 Current restricted cash $ 32,946 $ 30,966 Non-current restricted cash 23,131 34,971 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Inventory [Abstract] | |
Inventory | As of June 30, 2020 and December 31, 2019, inventory consisted of the following: June 30, 2020 December 31, 2019 LNG and natural gas inventory $ 41,778 $ 57,436 Automotive diesel oil inventory 5,167 4,746 Materials, supplies and other 3,940 1,250 Total inventory $ 50,885 $ 63,432 |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Prepaid expenses and other current assets [Abstract] | |
Prepaid Expenses and Other Current Assets | As of June 30, 2020 and December 31, 2019, prepaid expenses and other current assets consisted of the following: June 30, 2020 December 31, 2019 Prepaid expenses $ 6,348 $ 7,458 Prepaid LNG 3,312 7,097 Due from affiliates (Note 21) 1,460 1,577 Other current assets 17,821 23,602 Total prepaid expenses and other current assets $ 28,941 $ 39,734 |
Construction in progress (Table
Construction in progress (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Construction in Progress [Abstract] | |
Construction in Progress Activity | The Company’s construction in progress activity during the six months ended June 30, 2020 is detailed below: June 30, 2020 Balance at beginning of period $ 466,587 Additions 80,541 Transferred to property, plant and equipment, net (Note 12) (200,177 ) Balance at end of period $ 346,951 |
Property, plant and equipment_2
Property, plant and equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Property, plant and equipment, net [Abstract] | |
Property, Plant and Equipment, Net | As of June 30, 2020 and December 31, 2019, the Company’s property, plant and equipment, net consisted of the following: June 30, 2020 December 31, 2019 CHP facilities $ 117,496 $ - Terminal and power plant equipment 105,705 14,981 LNG liquefaction facilities 65,992 66,273 Gas terminals 72,394 52,781 Gas pipelines 58,974 11,692 ISO containers and other equipment 74,071 39,951 Land 15,637 15,401 Leasehold improvements 8,309 8,054 Accumulated depreciation (43,380 ) (16,911 ) Total property, plant and equipment, net $ 475,198 $ 192,222 |
Intangible assets (Tables)
Intangible assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Intangible assets [Abstract] | |
Composition of Intangible Assets | The following table summarizes the composition of intangible assets as of June 30, 2020 and December 31, 2019: June 30, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Life Definite-lived intangible assets Shannon LNG permits $ 42,078 $ 1,709 $ 40,369 40 Easements 1,559 165 1,394 30 Indefinite-lived intangible assets Easements 1,168 - 1,168 n/a Total intangible assets $ 44,805 $ 1,874 $ 42,931 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 |
Other non-current assets (Table
Other non-current assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Other non-current assets [Abstract] | |
Other Non-Current Assets | As of June 30, 2020 and December 31, 2019, Other non-current assets consisted of the following: June 30, 2020 December 31, 2019 Nonrefundable deposit $ 24,643 $ 22,262 Contract asset (Note 4) 23,525 19,474 Cost to fulfill (Note 4) 9,533 8,508 Unbilled receivables (Note 4) 6,643 - Upfront payments to customers 5,739 5,904 Port access rights and initial lease costs - 17,762 Other 7,087 7,716 Total other non-current assets $ 77,170 $ 81,626 |
Accrued liabilities (Tables)
Accrued liabilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accrued liabilities [Abstract] | |
Accrued Liabilities | As of June 30, 2020 and December 31, 2019, accrued liabilities consisted of the following: June 30, 2020 December 31, 2019 Accrued contract termination charges $ 105,000 $ - Accrued construction costs 8,689 25,037 Accrued interest 13,282 - Accrued bonuses 8,216 14,991 Other accrued expenses 30,105 14,915 Total accrued liabilities $ 165,292 $ 54,943 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt [Abstract] | |
Long-term Debt | As of June 30, 2020 and December 31, 2019, debt consisted of the following: June 30, 2020 December 31, 2019 Credit Agreement, due January 15, 2023 $ 773,895 $ - Term Loan Facility, due January 21, 2020 - 495,000 Senior Secured Bonds, due September 2034 71,052 70,960 Senior Secured Bonds, due December 2034 62,968 10,823 Senior Unsecured Bonds, due September 2036 42,323 42,274 Total debt $ 950,238 $ 619,057 |
Interest Expense | Interest and related amortization of debt issuance costs recognized during major development and construction projects are capitalized and included in the cost of the project. Interest expense, net of amounts capitalized, recognized for the three and six months ended June 30, 2020 and 2019 consisted of the following: Three months ended Six months ended June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019 Interest costs: Interest per contractual rates $ 19,766 $ 8,475 $ 38,640 $ 13,364 Amortization of debt issuance costs 5,728 3,166 10,350 5,230 Total interest costs 25,494 11,641 48,990 18,594 Capitalized interest 8,296 5,442 17,902 9,111 Total interest expense $ 17,198 $ 6,199 $ 31,088 $ 9,483 |
Earnings per share (Tables)
Earnings per share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings per share [Abstract] | |
Earnings Per Share | Three Months Ended Six Months Ended June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019 Numerator: Net loss $ (166,519 ) $ (51,233 ) $ (226,574 ) $ (111,525 ) Less: net loss attributable to non-controlling interests 29,094 45,047 80,851 91,782 Net loss attributable to Class A shares $ (137,425 ) $ (6,186 ) $ (145,723 ) $ (19,743 ) Denominator: Weighted-average shares-basic and diluted 57,341,215 22,114,002 41,771,849 18,154,939 Net loss per share - basic and diluted $ (2.40 ) $ (0.28 ) $ (3.49 ) $ (1.09 ) |
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. June 30, 2020 June 30, 2019 Unvested RSUs 1 1,627,673 3,959,725 Class B shares 2 - 147,058,824 Shannon Equity Agreement shares 3 1,290,710 1,432,208 Total 2,918,383 152,450,757 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. |
Share-based compensation (Table
Share-based compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Share-based compensation [Abstract] | |
RSU Activity | The following table summarizes the RSU activity for the six months ended June 30, 2020: Restricted Share Units Weighted-average grant date fair value per share Non-vested RSUs as of December 31, 2019 3,137,415 $ 13.44 Granted 109,409 14.47 Vested and shares issued (1,491,964 ) 13.46 Forfeited (127,187 ) 13.51 Non-vested RSUs as of June 30, 2020 1,627,673 $ 13.49 |
Share-based Compensation Expense | The following table summarizes the share-based compensation expense for the Company’s RSUs recorded for the three and six months ended June 30, 2020 and 2019: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Operations and maintenance $ 253 $ 260 $ 490 $ 329 Selling, general and administrative 1,669 8,711 3,940 27,679 Total share-based compensation expense $ 1,922 $ 8,971 $ 4,430 $ 28,008 |
Related party transactions (Tab
Related party transactions (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Related party transactions [Abstract] | |
Due to/from Affiliates | The table below summarizes the balances outstanding with affiliates at June 30, 2020 and December 31, 2019: June 30, 2020 December 31, 2019 Amounts due to affiliates $ 6,586 $ 10,252 Amounts due from affiliates 1,460 1,577 |
Organization (Details)
Organization (Details) | 6 Months Ended |
Jun. 30, 2020Segment | |
Organization [Abstract] | |
Number of operating segments | 1 |
Significant accounting polici_3
Significant accounting policies (Details) $ / shares in Units, $ in Thousands | Jun. 10, 2020shares | Mar. 01, 2019USD ($)$ / sharesshares | Feb. 04, 2019USD ($)$ / sharesshares | Mar. 31, 2019shares | Jun. 30, 2020USD ($)shares | Jun. 30, 2020USD ($)Obligationshares | Jun. 30, 2019USD ($) | Dec. 31, 2019shares |
Basis of presentation and principles of consolidation [Abstract] | ||||||||
Net proceeds from initial public offering | $ | $ 0 | $ 274,948 | ||||||
Percentage of voting and non-economic interest | 88.00% | |||||||
Percentage of economic interest in NFI | 88.00% | |||||||
Underwriting discounts and commissions | $ | $ 0 | $ 6,938 | ||||||
Exchange transactions completion date | Jun. 10, 2020 | |||||||
Revenue recognition [Abstract] | ||||||||
Number of performance obligations | Obligation | 1 | |||||||
Contract Termination Charges and Loss on Mitigation Sales [Abstract] | ||||||||
Termination charges | $ | $ 105,000 | $ 105,000 | ||||||
Cancellation fee | $ | 105,000 | |||||||
Loss on mitigation sales | $ | $ (18,906) | $ (19,114) | ||||||
Class A [Member] | ||||||||
Basis of presentation and principles of consolidation [Abstract] | ||||||||
Shares outstanding (in shares) | 168,587,346 | 168,587,346 | 23,607,096 | |||||
Shares issued in exchange of NFI units (in shares) | 144,342,572 | |||||||
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 A [Member] | Common Stock [Member] | ||||||||
Basis of presentation and principles of consolidation [Abstract] | ||||||||
Shares issued in initial public offering (in shares) | 20,837,272 | |||||||
Shares issued in exchange of NFI units (in shares) | 144,342,572 | |||||||
Class B [Member] | ||||||||
Basis of presentation and principles of consolidation [Abstract] | ||||||||
Shares outstanding (in shares) | 0 | 0 | 144,342,572 | |||||
Shares issued in exchange of NFI units (in shares) | 144,342,572 | |||||||
Class B [Member] | IPO [Member] | ||||||||
Basis of presentation and principles of consolidation [Abstract] | ||||||||
Effects of reorganization transactions (in shares) | 147,058,824 | |||||||
Shares outstanding (in shares) | 147,058,824 | |||||||
Class B [Member] | Common Stock [Member] | ||||||||
Basis of presentation and principles of consolidation [Abstract] | ||||||||
Shares issued in exchange of NFI units (in shares) | (144,342,572) |
Adoption of new and revised s_2
Adoption of new and revised standards (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Adoption of New and Revised Standards [Abstract] | ||
Right-of-use asset | $ 106,993 | $ 0 |
Lease liability | 84,001 | |
Adjustments to retained earnings, net of tax | $ (192,852) | (45,823) |
ASU 2016-02 [Member] | ||
Adoption of New and Revised Standards [Abstract] | ||
Right-of-use asset | 124,774 | |
Lease liability | 103,874 | |
ASU 2016-02 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | ||
Adoption of New and Revised Standards [Abstract] | ||
Adjustments to retained earnings, net of tax | (9,085) | |
Adjustments to retained earnings, tax | $ (2,945) |
Revenue from contracts with c_3
Revenue from contracts with customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Contract with Customer, Asset and Liability [Abstract] | ||||||
Receivables, revenue from contracts with customers | $ 44,704 | $ 44,704 | $ 30,563 | |||
Contract assets - current | 4,270 | 4,270 | 3,787 | |||
Contract assets - non-current | 23,525 | 23,525 | 19,474 | |||
Total contract assets | 27,795 | 27,795 | 23,261 | |||
Contract liability | 7,889 | 7,889 | 6,542 | |||
Revenue recognized in the year from [Abstract] | ||||||
Amounts included in contract liability at the beginning of the year | 4,816 | $ 0 | ||||
Unbilled receivables | 6,999 | 6,999 | ||||
Unbilled receivables included in other current assets | 356 | 356 | ||||
Unbilled receivables included in other non-current asset | 6,643 | 6,643 | 0 | |||
Disaggregation of Revenue [Abstract] | ||||||
Operating revenue | 76,177 | $ 31,738 | 139,679 | $ 57,876 | ||
Other revenues | 18,389 | 8,028 | 29,417 | 11,841 | ||
Revenue, Performance Obligation Satisfied over Time [Abstract] | ||||||
Remaining performance obligation | 4,410,159 | 4,410,159 | ||||
Capitalized Contract Cost [Abstract] | ||||||
Capitalized contract costs | 10,031 | 10,031 | 8,839 | |||
Other current assets | 498 | 498 | 331 | |||
Other noncurrent assets | 9,533 | 9,533 | $ 8,508 | |||
Power and Steam [Member] | ||||||
Disaggregation of Revenue [Abstract] | ||||||
Operating revenue | 6,946 | 8,677 | ||||
Development Services [Member] | ||||||
Disaggregation of Revenue [Abstract] | ||||||
Other revenues | 17,495 | 3,908 | 27,566 | 3,908 | ||
Lease and Other Revenue [Member] | ||||||
Disaggregation of Revenue [Abstract] | ||||||
Other revenues | 894 | $ 4,120 | 1,851 | $ 7,933 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | ||||||
Revenue, Performance Obligation Satisfied over Time [Abstract] | ||||||
Remaining performance obligation | $ 129,090 | $ 129,090 | ||||
Remaining performance obligation, expected timing of satisfaction, period | 6 months | 6 months | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | ||||||
Revenue, Performance Obligation Satisfied over Time [Abstract] | ||||||
Remaining performance obligation | $ 243,553 | $ 243,553 | ||||
Remaining performance obligation, expected timing of satisfaction, period | 1 year | 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 | $ 242,745 | $ 242,745 | ||||
Remaining performance obligation, expected timing of satisfaction, period | 1 year | 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 | $ 242,836 | $ 242,836 | ||||
Remaining performance obligation, expected timing of satisfaction, period | 1 year | 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 | $ 243,090 | $ 243,090 | ||||
Remaining performance obligation, expected timing of satisfaction, period | 1 year | 1 year | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | ||||||
Revenue, Performance Obligation Satisfied over Time [Abstract] | ||||||
Remaining performance obligation | $ 3,308,845 | $ 3,308,845 | ||||
Remaining performance obligation, expected timing of satisfaction, period |
Leases, Components of Operating
Leases, Components of Operating Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Operating lease cost [Abstract] | ||
Fixed lease cost | $ 6,596 | $ 16,863 |
Variable lease cost | 74 | 713 |
Short-term lease cost | 330 | 616 |
Lease cost - Cost of Sales | 6,109 | 15,460 |
Lease cost - Operations and maintenance | 440 | 828 |
Lease cost - Selling, general and administrative | 451 | 1,904 |
Capitalized lease cost | $ 7,474 | $ 8,013 |
Leases, Lessee Operating Lease
Leases, Lessee Operating Lease Supplemental Cash Flow Information (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Supplemental cash flow information related to leases [Abstract] | |
Operating cash outflows for operating lease liabilities | $ 23,257 |
Right-of-use assets obtained in exchange for new operating leases | $ 128,592 |
Leases, Future Payments Due und
Leases, Future Payments Due under Operating Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Future minimum payments of operating lease liability [Abstract] | ||
Due remainder of 2020 | $ 14,737 | |
2021 | 35,398 | |
2022 | 18,307 | |
2023 | 7,002 | |
2024 | 7,114 | |
Thereafter | 33,780 | |
Total lease payments | 116,338 | |
Less: effects of discounting | 32,337 | |
Present value of lease liabilities | 84,001 | |
Current lease liability | 26,835 | $ 0 |
Non-current lease liability | $ 57,166 | $ 0 |
Weighted-average remaining lease term | 5 years 9 months 18 days | |
Weighted average discount rate | 8.60% | |
Noncancelable term of vessel lease | 5 years | |
Fixed payments for lease and non-lease components | $ 69,704 |
Leases, Future Annual Minimum L
Leases, Future Annual Minimum Lease Payments for Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | |
Operating lease future minimum payments before adoption of ASC 842 [Abstract] | |||
2020 | $ 37,776 | ||
2021 | 35,478 | ||
2022 | 18,387 | ||
2023 | 7,083 | ||
2024 | 7,151 | ||
Thereafter | 26,458 | ||
Total | $ 132,333 | ||
Operating leases, rent expense [Abstract] | |||
Rental expense | $ 8,939 | $ 17,376 |
Leases, Property, Plant and Equ
Leases, Property, Plant and Equipment Subject to Operating Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment Subjected to Operating Lease [Abstract] | ||
Total property, plant and equipment, net | $ 475,198 | $ 192,222 |
Lessor [Member] | ||
Property, Plant and Equipment Subjected to Operating Lease [Abstract] | ||
Property, plant and equipment | 10,955 | |
Accumulated depreciation | (642) | |
Total property, plant and equipment, net | $ 10,313 |
Leases, Expected Future Lease P
Leases, Expected Future Lease Payments (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Financing leases, lease receivable, fiscal year maturity [Abstract] | |
Remainder of 2020 | $ 152 |
2021 | 303 |
2022 | 298 |
2023 | 304 |
2024 | 304 |
Thereafter | 836 |
Total | 2,197 |
Less: Imputed interest | 1,029 |
Present value of total lease receipts | 1,168 |
Current finance leases, net | 253 |
Non-current finance leases, net | 915 |
Operating lease, payments, fiscal year maturity [Abstract] | |
Reminder of 2020 | 109 |
2021 | 206 |
2022 | 194 |
2023 | 196 |
2024 | 197 |
Thereafter | 860 |
Total | $ 1,762 |
Fair value (Details)
Fair value (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | ||
Assets [Abstract] | ||||||
Restricted cash | $ 56,077 | $ 56,077 | $ 65,937 | |||
Investment in equity securities | 323 | 323 | 2,540 | |||
Fair Value Adjustment and Currency Translation Adjustment [Abstract] | ||||||
Fair value adjustment - Loss/(gain) | 1,323 | $ 478 | (294) | $ (155) | ||
Currency translation adjustment - Loss | 595 | $ 0 | 58 | $ 0 | ||
Market Approach [Member] | ||||||
Assets [Abstract] | ||||||
Cash and cash equivalents | 167,316 | 167,316 | 27,098 | |||
Restricted cash | 56,077 | 56,077 | 65,937 | |||
Investment in equity securities | 323 | 323 | 2,540 | |||
Total | 223,716 | 223,716 | 95,575 | |||
Income Approach [Member] | ||||||
Liabilities [Abstract] | ||||||
Derivative liability | [1] | 9,686 | 9,686 | 9,800 | ||
Equity agreement | [2] | 16,678 | 16,678 | 16,800 | ||
Total | 26,364 | 26,364 | 26,600 | |||
Level 1 [Member] | Market Approach [Member] | ||||||
Assets [Abstract] | ||||||
Cash and cash equivalents | 167,316 | 167,316 | 27,098 | |||
Restricted cash | 56,077 | 56,077 | 65,937 | |||
Investment in equity securities | 323 | 323 | 2,540 | |||
Total | 223,716 | 223,716 | 95,575 | |||
Level 1 [Member] | Income Approach [Member] | ||||||
Liabilities [Abstract] | ||||||
Derivative liability | [1] | 0 | 0 | 0 | ||
Equity agreement | [2] | 0 | 0 | 0 | ||
Total | 0 | 0 | 0 | |||
Level 2 [Member] | Market Approach [Member] | ||||||
Assets [Abstract] | ||||||
Cash and cash equivalents | 0 | 0 | 0 | |||
Restricted cash | 0 | 0 | 0 | |||
Investment in equity securities | 0 | 0 | 0 | |||
Total | 0 | 0 | 0 | |||
Level 2 [Member] | Income Approach [Member] | ||||||
Liabilities [Abstract] | ||||||
Derivative liability | [1] | 0 | 0 | 0 | ||
Equity agreement | [2] | 0 | 0 | 0 | ||
Total | 0 | 0 | 0 | |||
Level 3 [Member] | Market Approach [Member] | ||||||
Assets [Abstract] | ||||||
Cash and cash equivalents | 0 | 0 | 0 | |||
Restricted cash | 0 | 0 | 0 | |||
Investment in equity securities | 0 | 0 | 0 | |||
Total | 0 | 0 | 0 | |||
Level 3 [Member] | Income Approach [Member] | ||||||
Liabilities [Abstract] | ||||||
Derivative liability | [1] | 9,686 | 9,686 | 9,800 | ||
Equity agreement | [2] | 16,678 | 16,678 | 16,800 | ||
Total | $ 26,364 | $ 26,364 | $ 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. |
Restricted cash (Details)
Restricted cash (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Restricted cash [Abstract] | ||
Collateral for performance under customer agreements | $ 15,000 | $ 15,000 |
Collateral for LNG purchases | 26,476 | 35,000 |
Collateral for letters of credit and performance bonds | 6,220 | 7,388 |
Debt service reserve account | 8,131 | 8,299 |
Other restricted cash | 250 | 250 |
Total restricted cash | 56,077 | 65,937 |
Current restricted cash | 32,946 | 30,966 |
Non-current restricted cash | $ 23,131 | $ 34,971 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Inventory [Abstract] | |||||
LNG and natural gas inventory | $ 41,778 | $ 41,778 | $ 57,436 | ||
Automotive diesel oil inventory | 5,167 | 5,167 | 4,746 | ||
Materials, supplies and other | 3,940 | 3,940 | 1,250 | ||
Total inventory | 50,885 | 50,885 | $ 63,432 | ||
Inventory adjustments | $ 0 | $ 0 | $ 0 | $ 0 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Prepaid expenses and other current assets [Abstract] | ||
Prepaid expenses | $ 6,348 | $ 7,458 |
Prepaid LNG | 3,312 | 7,097 |
Due from affiliates (Note 21) | 1,460 | 1,577 |
Other current assets | 17,821 | 23,602 |
Total prepaid expenses and other expenses | $ 28,941 | $ 39,734 |
Investment in equity securiti_2
Investment in equity securities (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Investment in equity securities [Abstract] | |||||
Investment cost | $ 3,667 | $ 3,667 | |||
Number of shares (in shares) | 295,256 | 295,256 | 295,256 | ||
Fair value | $ 323 | $ 323 | $ 2,540 | ||
Unrealized (gain)/loss | $ (183) | $ 1,698 | $ 2,217 | $ 802 |
Construction in progress (Detai
Construction in progress (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Construction in Progress [Roll Forward] | ||
Balance at beginning of period | $ 466,587 | |
Additions | 80,541 | |
Transferred to property, plant and equipment, net (Note 12) | (200,177) | |
Balance at end of period | 346,951 | |
Interest costs capitalized | $ 17,902 | $ 9,111 |
Property, plant and equipment_3
Property, plant and equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment, Net [Abstract] | |||||
Accumulated depreciation | $ (43,380) | $ (43,380) | $ (16,911) | ||
Total property, plant and equipment, net | 475,198 | 475,198 | 192,222 | ||
Adjustment to retained earnings | (192,852) | (192,852) | (45,823) | ||
Depreciation | 7,539 | $ 1,983 | 12,750 | $ 3,563 | |
Cost of Sales [Member] | |||||
Property, Plant and Equipment, Net [Abstract] | |||||
Depreciation | 223 | $ 147 | 450 | $ 305 | |
ASU 2016-02 [Member] | |||||
Property, Plant and Equipment, Net [Abstract] | |||||
Property, plant and equipment, gross | 92,207 | ||||
Accumulated depreciation | 13,932 | ||||
Adjustment to net investment in direct financing lease | 91,005 | ||||
ASU 2016-02 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | |||||
Property, Plant and Equipment, Net [Abstract] | |||||
Adjustment to retained earnings | (9,085) | ||||
Adjustments to retained earnings, tax | (2,945) | ||||
CHP Facilities [Member] | |||||
Property, Plant and Equipment, Net [Abstract] | |||||
Property, plant and equipment, gross | 117,496 | 117,496 | 0 | ||
Terminal and Power Plant Equipment [Member] | |||||
Property, Plant and Equipment, Net [Abstract] | |||||
Property, plant and equipment, gross | 105,705 | 105,705 | 14,981 | ||
LNG Liquefaction Facilities [Member] | |||||
Property, Plant and Equipment, Net [Abstract] | |||||
Property, plant and equipment, gross | 65,992 | 65,992 | 66,273 | ||
Gas Terminals [Member] | |||||
Property, Plant and Equipment, Net [Abstract] | |||||
Property, plant and equipment, gross | 72,394 | 72,394 | 52,781 | ||
Gas Pipelines [Member] | |||||
Property, Plant and Equipment, Net [Abstract] | |||||
Property, plant and equipment, gross | 58,974 | 58,974 | 11,692 | ||
ISO Containers and Other Equipment [Member] | |||||
Property, Plant and Equipment, Net [Abstract] | |||||
Property, plant and equipment, gross | 74,071 | 74,071 | 39,951 | ||
Land [Member] | |||||
Property, Plant and Equipment, Net [Abstract] | |||||
Property, plant and equipment, gross | 15,637 | 15,637 | 15,401 | ||
Leasehold Improvements [Member] | |||||
Property, Plant and Equipment, Net [Abstract] | |||||
Property, plant and equipment, gross | $ 8,309 | $ 8,309 | $ 8,054 |
Intangible assets (Details)
Intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Intangible Assets, Net [Abstract] | |||||
Definite-Lived Intangible Assets, Accumulated Amortization | $ 1,874 | $ 1,874 | $ 1,337 | ||
Total Intangible Assets, Gross Carrying Amount | 44,805 | 44,805 | 44,877 | ||
Total Intangible Assets, Net Carrying Amount | 42,931 | $ 42,931 | $ 43,540 | ||
Weighted average remaining amortization period for intangible assets | 38 years | 38 years 9 months 18 days | |||
Amortization | 282 | $ 286 | $ 552 | $ 564 | |
Easements [Member] | |||||
Intangible Assets, Net [Abstract] | |||||
Indefinite-Lived Intangible Assets, Carrying Amount | 1,168 | 1,168 | $ 1,161 | ||
Shannon LNG Leases and Permits [Member] | |||||
Intangible Assets, Net [Abstract] | |||||
Definite-Lived Intangible Assets, Gross Carrying Amount | 42,078 | 42,078 | 42,157 | ||
Definite-Lived Intangible Assets, Accumulated Amortization | 1,709 | 1,709 | 1,198 | ||
Definite-Lived Intangible Assets, Net Carrying Amount | 40,369 | $ 40,369 | $ 40,959 | ||
Definite-Lived Intangible Assets, Weighted Average Life | 40 years | 40 years | |||
Easements [Member] | |||||
Intangible Assets, Net [Abstract] | |||||
Definite-Lived Intangible Assets, Gross Carrying Amount | 1,559 | $ 1,559 | $ 1,559 | ||
Definite-Lived Intangible Assets, Accumulated Amortization | 165 | 165 | 139 | ||
Definite-Lived Intangible Assets, Net Carrying Amount | $ 1,394 | $ 1,394 | $ 1,420 | ||
Definite-Lived Intangible Assets, Weighted Average Life | 30 years | 30 years |
Other non-current assets (Detai
Other non-current assets (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020USD ($)SalesContract | Dec. 31, 2019USD ($) | |
Other non-current assets [Abstract] | ||
Nonrefundable deposit | $ 24,643 | $ 22,262 |
Contract asset (Note 4) | 23,525 | 19,474 |
Cost to fulfill (Note 4) | 9,533 | 8,508 |
Unbilled receivables (Note 4) | 6,643 | 0 |
Upfront payments to customers | 5,739 | 5,904 |
Port access rights and initial lease costs | 0 | 17,762 |
Other | 7,087 | 7,716 |
Total other non-current assets | $ 77,170 | $ 81,626 |
Number of sales contracts | SalesContract | 2 |
Accrued liabilities (Details)
Accrued liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Accrued liabilities [Abstract] | ||
Accrued contract termination charges | $ 105,000 | $ 0 |
Accrued construction costs | 8,689 | 25,037 |
Accrued interest | 13,282 | 0 |
Accrued bonuses | 8,216 | 14,991 |
Other accrued expenses | 30,105 | 14,915 |
Total accrued liabilities | $ 165,292 | $ 54,943 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Long-term Debt, Current and Noncurrent [Abstract] | |||
Total debt | $ 950,238 | $ 950,238 | $ 619,057 |
Credit Agreement, due January 15, 2023 [Member] | |||
Long-term Debt, Current and Noncurrent [Abstract] | |||
Total debt | $ 773,895 | $ 773,895 | 0 |
Maturity date | Jan. 15, 2023 | Jan. 15, 2023 | |
Term Loan Facility, due January 21, 2020 [Member] | |||
Long-term Debt, Current and Noncurrent [Abstract] | |||
Total debt | $ 0 | $ 0 | 495,000 |
Maturity date | Jan. 21, 2020 | ||
Senior Secured Bonds, due September 2034 [Member] | |||
Long-term Debt, Current and Noncurrent [Abstract] | |||
Total debt | $ 71,052 | 71,052 | 70,960 |
Maturity date | Sep. 30, 2034 | ||
Senior Secured Bonds, due December 2034 [Member] | |||
Long-term Debt, Current and Noncurrent [Abstract] | |||
Total debt | $ 62,968 | 62,968 | 10,823 |
Maturity date | Dec. 31, 2034 | ||
Senior Unsecured Bonds, due September 2036 [Member] | |||
Long-term Debt, Current and Noncurrent [Abstract] | |||
Total debt | $ 42,323 | $ 42,323 | $ 42,274 |
Maturity date | Sep. 30, 2036 |
Debt, The Credit Agreement (Det
Debt, The Credit Agreement (Details) - USD ($) $ in Thousands | Jan. 10, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 16, 2018 |
Credit Agreement [Abstract] | ||||||
Outstanding principal amount | $ 950,238 | $ 950,238 | $ 619,057 | |||
Credit Agreement [Member] | ||||||
Credit Agreement [Abstract] | ||||||
Aggregate principal amount | $ 800,000 | |||||
Debt maturity date | Jan. 15, 2023 | Jan. 15, 2023 | ||||
Variable interest rate | 6.25% | |||||
Increase in interest rate | 1.50% | |||||
Outstanding principal amount | $ 773,895 | $ 773,895 | 0 | |||
Remaining unamortized deferred financing costs | $ 36,313 | $ 26,105 | $ 26,105 | |||
Credit Agreement [Member] | Interest Rate Floor [Member] | ||||||
Credit Agreement [Abstract] | ||||||
Variable interest rate | 1.50% | |||||
Term Loan Facility, due January 21, 2020 [Member] | ||||||
Credit Agreement [Abstract] | ||||||
Aggregate principal amount | $ 500,000 | $ 240,000 | ||||
Debt maturity date | Jan. 21, 2020 | |||||
Variable interest rate | 4.00% | |||||
Increase in interest rate | 0.50% | |||||
Outstanding principal amount | $ 0 | $ 0 | 495,000 | |||
Remaining unamortized deferred financing costs | $ 0 |
Debt, Term Loan Facility (Detai
Debt, Term Loan Facility (Details) $ in Thousands | Mar. 21, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)Extension | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Aug. 16, 2018USD ($)Lender |
Term Loan Facility [Abstract] | ||||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ (9,557) | $ 0 | ||||
Term Loan Facility, due January 21, 2020 [Member] | ||||||||
Term Loan Facility [Abstract] | ||||||||
Number of lenders | Lender | 2 | |||||||
Aggregate principal amount | $ 500,000 | $ 240,000 | ||||||
Outstanding borrowings | $ 500,000 | $ 280,000 | ||||||
Additional borrowing amount | $ 220,000 | |||||||
Debt instrument, basis spread on variable rate | 4.00% | |||||||
Debt instrument, frequency of periodic payment | quarterly | |||||||
Debt instrument, periodic payment | $ 1,250 | |||||||
Unamortized deferred financing cost | $ 0 | |||||||
Number of extensions for maturity date | Extension | 2 | |||||||
Additional extended maturity period | 6 months | |||||||
Percentage of fee payable in outstanding principal for extension of maturity date | 1.00% | 1.00% | ||||||
Increase in interest rate | 0.50% | |||||||
Loss on extinguishment of debt | $ (9,557) | |||||||
Term Loan Facility, due January 21, 2020 [Member] | Floor Rate [Member] | ||||||||
Term Loan Facility [Abstract] | ||||||||
Debt instrument, basis spread on variable rate | 1.00% | |||||||
Term Loan Facility, due January 21, 2020 [Member] | Federal Funds Rate [Member] | ||||||||
Term Loan Facility [Abstract] | ||||||||
Debt instrument, basis spread on variable rate | 0.50% | |||||||
Term Loan Facility, due January 21, 2020 [Member] | LIBOR [Member] | ||||||||
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% |
Debt, South Power Bonds (Detail
Debt, South Power Bonds (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Sep. 02, 2019 | |
Senior Secured and Unsecured Bonds [Abstract] | ||||
Debt service reserve account | $ 8,131 | $ 8,299 | ||
South Power [Member] | ||||
Senior Secured and Unsecured Bonds [Abstract] | ||||
Debt service reserve account | $ 8,131 | |||
Senior Secured Bonds [Member] | South Power [Member] | ||||
Senior Secured and Unsecured Bonds [Abstract] | ||||
Debt instrument, issuable | 63,000 | $ 73,317 | ||
Proceeds from issuance of bonds | $ 52,144 | 10,856 | ||
Fixed interest rate | 8.25% | |||
Maturity period | 15 years | |||
Non-payment of principal due period | 7 years | |||
Frequency of payments | quarterly | |||
Percentage of quarterly principal payment | 1.60% | |||
Percentage of balloon payment due upon maturity | 50.00% | |||
Senior Unsecured Bonds [Member] | South Power [Member] | ||||
Senior Secured and Unsecured Bonds [Abstract] | ||||
Debt instrument, issuable | $ 43,683 | |||
Fixed interest rate | 11.00% | |||
Maturity date | Sep. 30, 2036 | |||
Non-payment of principal due period | 9 years | |||
Frequency of payments | quarterly | |||
Senior Secured Bonds and Senior Unsecured Bonds [Member] | South Power [Member] | ||||
Senior Secured and Unsecured Bonds [Abstract] | ||||
Fees paid | $ 3,892 | |||
Unamortized deferred financing cost | $ 3,657 | $ 3,799 |
Debt, Interest Expense (Details
Debt, Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Interest costs [Abstract] | ||||
Amortization of debt issuance costs | $ 6,965 | $ 2,589 | ||
Interest expense | $ 17,198 | $ 6,199 | 31,088 | 9,483 |
Debt [Member] | ||||
Interest costs [Abstract] | ||||
Interest per contractual rates | 19,766 | 8,475 | 38,640 | 13,364 |
Amortization of debt issuance costs | 5,728 | 3,166 | 10,350 | 5,230 |
Total interest costs | 25,494 | 11,641 | 48,990 | 18,594 |
Capitalized interest | 8,296 | 5,442 | 17,902 | 9,111 |
Interest expense | $ 17,198 | $ 6,199 | $ 31,088 | $ 9,483 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | Jun. 10, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Feb. 04, 2019 |
Loss before Income Taxes [Abstract] | ||||||
Percentage of NFI operations included in income tax provision | 100.00% | |||||
Effective tax rate | (0.07%) | (0.30%) | (0.05%) | (0.36%) | ||
Tax expense | $ 117 | $ 155 | $ 113 | $ 401 | ||
Statutory tax rate | 21.00% | 21.00% | 21.00% | 21.00% | ||
Uncertain tax positions | $ 0 | $ 0 | ||||
IPO [Member] | ||||||
Loss before Income Taxes [Abstract] | ||||||
Deferred tax asset | $ 42,783 |
Earnings per share (Details)
Earnings per share (Details) $ / shares in Units, $ in Thousands | Feb. 04, 2019shares | Feb. 04, 2019USD ($)shares | Mar. 31, 2019USD ($)shares | Jun. 30, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($)shares | Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2019shares | Dec. 31, 2018shares | |
Numerator [Abstract] | |||||||||||
Net loss | $ | $ (8,003) | $ (52,289) | $ (166,519) | $ (60,055) | $ (51,233) | $ (226,574) | $ (111,525) | ||||
Less: net loss attributable to non-controlling interests | $ | 29,094 | 45,047 | 80,851 | 91,782 | |||||||
Net loss attributable to stockholders | $ | $ (137,425) | $ (6,186) | $ (145,723) | $ (19,743) | |||||||
Denominator [Abstract] | |||||||||||
Weighted-average shares-basic and diluted (in shares) | 57,341,215 | 22,114,002 | 41,771,849 | 18,154,939 | |||||||
Net loss per share - basic and diluted (in dollars per share) | $ / shares | $ (2.40) | $ (0.28) | $ (3.49) | $ (1.09) | |||||||
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) | 2,918,383 | 152,450,757 | |||||||||
Class A [Member] | Common Stock [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Shares outstanding (in shares) | 20,837,272 | 169,174,104 | 24,820,003 | 20,837,272 | 169,174,104 | 20,837,272 | 23,607,096 | 0 | |||
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] | 0 | 147,058,824 | ||||||||
Class B [Member] | Common Stock [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Shares outstanding (in shares) | 147,058,824 | 0 | 144,342,572 | 147,058,824 | 0 | 147,058,824 | 144,342,572 | 0 | |||
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] | |||||||||||
Effects of reorganization transactions (in shares) | 147,058,824 | 147,058,824 | |||||||||
Shares outstanding (in shares) | 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] | 1,627,673 | 3,959,725 | ||||||||
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] | 1,290,710 | 1,432,208 | ||||||||
[1] | Class B shares at the end of the period are considered potentially dilutive Class A shares. | ||||||||||
[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) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Restricted Stock Units [Member] | |||||
Number of Shares [Roll Forward] | |||||
Non-vested RSUs, beginning balance (in shares) | 3,137,415 | 3,137,415 | |||
Granted (in shares) | 109,409 | ||||
Vested and shares issued (in shares) | (1,491,964) | ||||
Forfeited (in shares) | (127,187) | ||||
Non-vested RSUs, ending balance (in shares) | 1,627,673 | 1,627,673 | |||
Weighted Average Grant Date Fair Value Per Share [Abstract] | |||||
Non-vested RSUs, beginning balance (in dollars per share) | $ 13.44 | $ 13.44 | |||
Granted (in dollars per share) | 14.47 | ||||
Vested and shares issued (in dollars per share) | 13.46 | ||||
Forfeited (in dollars per share) | 13.51 | ||||
Non-vested RSUs, ending balance (in dollars per share) | $ 13.49 | $ 13.49 | |||
Share-based Payment Arrangement [Abstract] | |||||
Share-based compensation expense | $ 1,922 | $ 8,971 | $ 4,430 | $ 28,008 | |
Compensation expense recognized for forfeited RSU awards | 488 | 0 | 549 | 0 | |
Unrecognized compensation cost | 13,515 | $ 13,515 | |||
Weighted-average remaining vesting period of non-vested stock (in years) | 1 year 9 months | ||||
Restricted Stock Units [Member] | Operations and Maintenance [Member] | |||||
Share-based Payment Arrangement [Abstract] | |||||
Share-based compensation expense | 253 | 260 | $ 490 | 329 | |
Restricted Stock Units [Member] | Selling, General and Administrative Expenses [Member] | |||||
Share-based Payment Arrangement [Abstract] | |||||
Share-based compensation expense | 1,669 | $ 8,711 | $ 3,940 | $ 27,679 | |
Restricted Stock Units [Member] | Minimum [Member] | |||||
Share-based Payment Arrangement [Abstract] | |||||
Vesting period | 10 months | ||||
Restricted Stock Units [Member] | Maximum [Member] | |||||
Share-based Payment Arrangement [Abstract] | |||||
Vesting period | 3 years | ||||
Performance Share Units [Member] | |||||
Share-based Payment Arrangement [Abstract] | |||||
Unrecognized compensation cost | $ 32,073 | $ 32,073 | |||
Weighted-average remaining vesting period of non-vested stock (in years) | 1 year 6 months | ||||
Performance Share Units [Member] | Employees and Non-employees [Member] | |||||
Number of Shares [Roll Forward] | |||||
Granted (in shares) | 1,109,777 | ||||
Performance Share Units [Member] | Minimum [Member] | |||||
Number of Shares [Roll Forward] | |||||
Vested and shares issued (in shares) | 0 | ||||
Performance Share Units [Member] | Maximum [Member] | |||||
Number of Shares [Roll Forward] | |||||
Vested and shares issued (in shares) | (2,219,554) |
Related party transactions (Det
Related party transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Aug. 31, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Related party transaction [Abstract] | ||||||
Administrative and general expenses | $ 1,914 | $ 1,742 | $ 4,145 | $ 4,520 | ||
Amount due to affiliates | 6,586 | 6,586 | $ 10,252 | |||
Charter costs | 45 | 649 | 1,284 | 1,625 | ||
Amounts due from affiliates | $ 1,460 | $ 1,460 | 1,577 | |||
DevTech Investment [Member] | ||||||
Related party transaction [Abstract] | ||||||
Minority interest percentage in exchange for cash consideration | 10.00% | 10.00% | ||||
Percentage of note payable purchased by affiliate | 10.00% | |||||
Note payable due | $ 715 | $ 715 | 815 | |||
Interest expense on note payable | 19 | 24 | 38 | 46 | ||
Amounts due from affiliates | 343 | 343 | 443 | |||
Fortress [Member] | ||||||
Related party transaction [Abstract] | ||||||
Amount due to affiliates | 3,465 | 3,465 | 5,083 | |||
Fortress Affiliate [Member] | ||||||
Related party transaction [Abstract] | ||||||
Amount due to affiliates | 1,974 | 1,974 | 4,286 | |||
Florida East Coast Industries [Member] | ||||||
Related party transaction [Abstract] | ||||||
Amount due to affiliates | 0 | 0 | 0 | |||
Florida East Coast Industries [Member] | Selling, General and Administrative Expenses [Member] | ||||||
Related party transaction [Abstract] | ||||||
Lease expense | 38 | 223 | ||||
Florida East Coast Industries [Member] | Land and Building [Member] | ||||||
Related party transaction [Abstract] | ||||||
Lease expense | 112 | 758 | ||||
Florida East Coast Industries [Member] | Land [Member] | Operations and Maintenance [Member] | ||||||
Related party transaction [Abstract] | ||||||
Lease expense | 103 | 74 | 206 | 149 | ||
Florida East Coast Industries [Member] | Construction in Progress [Member] | ||||||
Related party transaction [Abstract] | ||||||
Lease expense | 386 | |||||
Fortress Affiliated Entities [Member] | ||||||
Related party transaction [Abstract] | ||||||
Amount due to affiliates | 1,147 | 1,147 | 883 | |||
Amounts due from affiliates | 1,117 | 1,117 | $ 1,134 | |||
Rent and administrative expenses | $ 0 | $ 607 | $ 849 | $ 1,026 |
Related party transactions, Due
Related party transactions, Due to/from Affiliates (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Related party transactions [Abstract] | ||
Amounts due to affiliates | $ 6,586 | $ 10,252 |
Amounts due from affiliates | $ 1,460 | $ 1,577 |
Subsequent events (Details)
Subsequent events (Details) - Subsequent Events [Member] - Class A [Member] | Aug. 07, 2020$ / sharesshares |
Subsequent Events [Abstract] | |
Number of LLC shares converted to Corporate shares (in shares) | shares | 1 |
Par value per share (in dollars per share) | $ / shares | $ 0.01 |