Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 03, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | New Fortress Energy Inc. | |
Entity Central Index Key | 0001749723 | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Transition Report | false | |
Entity File Number | 001-38790 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-1482060 | |
Entity Address, Address Line One | 111 W. 19th Street | |
Entity Address, Address Line Two | 8th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10011 | |
City Area Code | 516 | |
Local Phone Number | 268-7400 | |
Title of 12(b) Security | Class A common stock | |
Trading Symbol | NFE | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 206,698,564 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 360,130 | $ 601,522 |
Restricted cash | 4,072 | 12,814 |
Receivables, net of allowances of $203 and $98, respectively | 95,729 | 76,544 |
Inventory | 28,031 | 22,860 |
Prepaid expenses and other current assets, net | 60,245 | 48,270 |
Total current assets | 548,207 | 762,010 |
Restricted cash | 15,000 | 15,000 |
Construction in progress | 337,691 | 234,037 |
Property, plant and equipment, net | 607,003 | 614,206 |
Right-of-use assets | 131,575 | 141,347 |
Intangible assets, net | 65,934 | 46,102 |
Finance leases, net | 7,501 | 7,044 |
Deferred tax assets, net | 5,060 | 2,315 |
Other non-current assets, net | 114,140 | 86,030 |
Total assets | 1,832,111 | 1,908,091 |
Current liabilities | ||
Accounts payable | 27,970 | 21,331 |
Accrued liabilities | 88,809 | 90,352 |
Current lease liabilities | 34,857 | 35,481 |
Due to affiliates | 10,859 | 8,980 |
Other current liabilities | 33,375 | 35,006 |
Total current liabilities | 195,870 | 191,150 |
Long-term debt | 1,239,799 | 1,239,561 |
Non-current lease liabilities | 74,363 | 84,323 |
Deferred tax liabilities, net | 5,194 | 2,330 |
Other long-term liabilities | 25,704 | 15,641 |
Total liabilities | 1,540,930 | 1,533,005 |
Commitments and contingences (Note 17) | ||
Stockholders' equity | ||
Additional paid-in capital | 551,135 | 594,534 |
Accumulated deficit | (267,406) | (229,503) |
Accumulated other comprehensive income | 59 | 182 |
Total stockholders' equity attributable to NFE | 285,534 | 366,959 |
Non-controlling interest | 5,647 | 8,127 |
Total stockholders' equity | 291,181 | 375,086 |
Total liabilities and stockholders' equity | 1,832,111 | 1,908,091 |
Class A Common Stock [Member] | ||
Stockholders' equity | ||
Class A common stock, $0.01 par value, 750.0 million shares authorized, 175.3 million issued and outstanding as of March 31, 2021; 174.6 million issued and outstanding as of December 31, 2020 | $ 1,746 | $ 1,746 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Allowances for receivables | $ 203 | $ 98 |
Class A Common Stock [Member] | ||
Stockholders' equity | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 |
Common stock, shares issued (in shares) | 175,300,000 | 174,600,000 |
Shares outstanding (in shares) | 175,320,414 | 174,600,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues | ||
Operating revenue | $ 91,196 | $ 63,502 |
Other revenue | 54,488 | 11,028 |
Total revenues | 145,684 | 74,530 |
Operating expenses | ||
Cost of sales | 96,671 | 68,216 |
Operations and maintenance | 16,252 | 8,483 |
Selling, general and administrative | 45,181 | 28,538 |
Contract termination charges and loss on mitigation sales | 0 | 208 |
Depreciation and amortization | 9,890 | 5,254 |
Total operating expenses | 167,994 | 110,699 |
Operating loss | (22,310) | (36,169) |
Interest expense | 18,680 | 13,890 |
Other (income) expense, net | (604) | 611 |
Loss on extinguishment of debt, net | 0 | 9,557 |
Loss before taxes | (40,386) | (60,227) |
Tax benefit | (877) | (4) |
Net loss | (39,509) | (60,223) |
Net loss attributable to non-controlling interest | 1,606 | 51,757 |
Net loss attributable to stockholders | $ (37,903) | $ (8,466) |
Net loss per share - basic (in dollars per share) | $ (0.21) | $ (0.32) |
Net loss per share - diluted (in dollars per share) | $ (0.21) | $ (0.32) |
Weighted average number of shares outstanding - basic (in shares) | 176,500,576 | 26,029,492 |
Weighted average number of shares outstanding - diluted (in shares) | 176,500,576 | 26,029,492 |
Other comprehensive loss: | ||
Net loss | $ (39,509) | $ (60,223) |
Currency translation adjustment | 997 | 369 |
Comprehensive loss | (40,506) | (60,592) |
Comprehensive loss attributable to non-controlling interest | 2,480 | 52,073 |
Comprehensive loss attributable to stockholders | $ (38,026) | $ (8,519) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member]Class A Shares [Member] | Common Stock [Member]Class B Shares [Member] | Common Stock [Member]Class A Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Non-controlling Interest [Member] | Total | Cumulative Effect, Period of Adoption, Adjustment [Member]Common Stock [Member]Class A Shares [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member]Common Stock [Member]Class B Shares [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member]Common Stock [Member]Class A Common Stock [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member]Additional Paid-in Capital [Member] | 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, 2019 | $ 130,658 | $ 0 | $ 0 | $ 0 | $ (45,823) | $ (30) | $ 302,519 | $ 387,324 | ||||||||
Balance (ASC 842 [Member]) at Dec. 31, 2019 | $ 0 | $ 0 | $ 0 | $ 0 | $ (1,533) | $ 0 | $ (7,780) | $ (9,313) | ||||||||
Balance (in shares) at Dec. 31, 2019 | 23,607,096 | 144,342,572 | 0 | |||||||||||||
Balance (in shares) (ASC 842 [Member]) at Dec. 31, 2019 | 0 | 0 | 0 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net loss | $ 0 | $ 0 | $ 0 | 0 | (8,466) | 0 | (51,757) | (60,223) | ||||||||
Other comprehensive loss | 0 | 0 | 0 | 0 | 0 | (53) | (316) | (369) | ||||||||
Share-based compensation expense | 2,508 | 0 | 0 | 0 | 0 | 0 | 0 | 2,508 | ||||||||
Issuance of shares for vested RSUs | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
Issuance of shares for vested RSUs (in shares) | 1,212,907 | 0 | 0 | |||||||||||||
Shares withheld from employees related to share-based compensation, at cost | $ (6,132) | $ 0 | $ 0 | 0 | 0 | 0 | 0 | (6,132) | ||||||||
Shares withheld from employees related to share-based compensation, at cost (in shares) | (583,508) | 0 | 0 | |||||||||||||
Balance at Mar. 31, 2020 | $ 127,034 | $ 0 | $ 0 | 0 | (55,822) | (83) | 242,666 | 313,795 | ||||||||
Balance (in shares) at Mar. 31, 2020 | 24,236,495 | 144,342,572 | 0 | |||||||||||||
Balance at Dec. 31, 2020 | $ 0 | $ 0 | $ 1,746 | 594,534 | (229,503) | 182 | 8,127 | 375,086 | ||||||||
Balance (in shares) at Dec. 31, 2020 | 0 | 0 | 174,622,862 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net loss | $ 0 | $ 0 | $ 0 | 0 | (37,903) | 0 | (1,606) | (39,509) | ||||||||
Other comprehensive loss | 0 | 0 | 0 | (123) | (874) | (997) | ||||||||||
Share-based compensation expense | 0 | 1,770 | 0 | 0 | 0 | 1,770 | ||||||||||
Issuance of shares for vested RSUs | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
Issuance of shares for vested RSUs (in shares) | 0 | 0 | 1,335,787 | |||||||||||||
Shares withheld from employees related to share-based compensation, at cost | $ 0 | $ 0 | $ 0 | (27,571) | 0 | 0 | 0 | (27,571) | ||||||||
Shares withheld from employees related to share-based compensation, at cost (in shares) | 0 | 0 | (638,235) | |||||||||||||
Dividends | $ 0 | $ 0 | $ 0 | (17,598) | 0 | 0 | 0 | (17,598) | ||||||||
Balance at Mar. 31, 2021 | $ 0 | $ 0 | $ 1,746 | $ 551,135 | $ (267,406) | $ 59 | $ 5,647 | $ 291,181 | ||||||||
Balance (in shares) at Mar. 31, 2021 | 0 | 0 | 175,320,414 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (39,509) | $ (60,223) |
Adjustments for: | ||
Amortization of deferred financing costs | 400 | 3,353 |
Depreciation and amortization | 10,160 | 5,481 |
Loss on extinguishment and financing expenses | 0 | 9,557 |
Deferred taxes | (1,412) | (18) |
Share-based compensation | 1,770 | 2,508 |
Other | 393 | 2,656 |
Changes in operating assets and liabilities: | ||
(Increase) Decrease in receivables | (19,223) | 5,752 |
(Increase) Decrease in inventories | (5,171) | 34,830 |
(Increase) in other assets | (36,943) | (54,080) |
Decrease in right-of-use assets | 9,772 | 9,263 |
(Decrease) Increase in accounts payable/accrued liabilities | (22,399) | 2,132 |
Increase (Decrease) in amounts due to affiliates | 1,879 | (2,875) |
(Decrease) in lease liabilities | (10,584) | (9,170) |
(Decrease) in other liabilities | (1,119) | (477) |
Net cash used in operating activities | (111,986) | (51,311) |
Cash flows from investing activities | ||
Capital expenditures | (80,810) | (56,098) |
Entities acquired in asset acquisitions, net of cash acquired | (8,817) | 0 |
Other investing activities | (630) | 50 |
Net cash used in investing activities | (90,257) | (56,048) |
Cash flows from financing activities | ||
Proceeds from borrowings of debt | 0 | 832,144 |
Payment of deferred financing costs | (670) | (14,069) |
Repayment of debt | 0 | (506,402) |
Payments related to tax withholdings for share-based compensation | (29,564) | (6,084) |
Payment of dividends | (17,657) | 0 |
Net cash (used in) provided by financing activities | (47,891) | 305,589 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (250,134) | 198,230 |
Cash, cash equivalents and restricted cash - beginning of period | 629,336 | 93,035 |
Cash, cash equivalents and restricted cash - end of period | 379,202 | 291,265 |
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 | 26,311 | 13,359 |
Liabilities associated with consideration paid for entities acquired in asset acquisitions | $ 11,845 | $ 0 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2021 | |
Organization [Abstract] | |
Organization | 1. Organization New Fortress Energy Inc. (“NFE,” together with its subsidiaries, the “Company”) is a Delaware corporation formed by New Fortress Energy Holdings LLC (“New Fortress Energy Holdings”). 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 development 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 | 3 Months Ended |
Mar. 31, 2021 | |
Significant accounting policies [Abstract] | |
Significant accounting policies | 2. Significant accounting policies The principal 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, 2020. 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 NFE, 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 an 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 is 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. U ntil the Exchange Transactions (as defined below) were completed, NFE was a holding company whose sole material asset was a controlling equity interest in NFI. As the sole managing member of NFI, NFE operated and controlled all of the business and affairs of NFI, and through NFI and its subsidiaries, conducted 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 (the “Reorganization”). As a result, NFE presented the condensed consolidated balance 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 NFE. 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 NFI (the “NFI LLCA”) with respect to all of the NFI LLC Units, together with an equal number of Class B shares of NFE, that such Exchanging Members indirectly own as members of New Fortress Energy Holdings. Pursuant to the Mutual Agreement, NFE agreed to exercise the Call Right (as defined in the NFI LLCA), pursuant to which NFE would acquire such NFI LLC Units and such Class B shares in exchange for Class A shares of NFE (the “Exchange Transactions”). The Exchange Transactions were completed on June 10, 2020. In connection with the closing of the Exchange Transactions, NFE 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 NFE. Following the completion of the Exchange Transactions, NFE owns all of the NFI LLC Units directly or indirectly and no Class B shares remain 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. On August 7, 2020, the Company converted New Fortress Energy LLC (“NFE LLC”) from a Delaware limited liability company to a Delaware corporation named New Fortress Energy Inc. (“the Conversion”). Since the IPO, NFE LLC had been a corporation for U.S. federal tax purposes, and converting NFE LLC from a limited liability company to a corporation had no effect on the U.S. federal tax treatment of the Company or its shareholders. Class A shares shown on the Company’s condensed consolidated statements of changes in stockholders’ equity were reclassified to Class A common stock and Additional paid-in capital with no change to total stockholders’ equity. As of March 31, 2021, NFE had Class A common stock outstanding. (b) Revenue recognition The Company’s contracts with customers may contain one or several performance obligations usually consisting of the sale of LNG, natural gas, 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 finance or operating leases. The current and non-current portion of finance leases are recorded within Prepaid expenses and other current assets and Finance leases, net on the condensed consolidated balance sheets, respectively. For finance leases accounted for as sales-type leases, the profit from the sale of equipment is recognized upon lease commencement in Other revenue in the condensed consolidated statements of operations and comprehensive loss. 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 delivered for 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 until such time that the customer has declared such conversion services have been completed. 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. The timing of revenue recognition, billings and cash collections results in receivables, contract assets and contract liabilities. Receivables represent unconditional rights to consideration; unbilled amounts typically result from sales under long-term contracts when revenue recognized exceeds the amount billed to the customer. Contract assets are comprised of the transaction price allocated to completed performance obligations that will be billed to customers in subsequent periods. Both unbilled receivables and contract assets are recognized within Prepaid expenses and other current assets, net and Other non-current assets, net on the condensed consolidated balance sheets. Contract liabilities consist of deferred revenue and are recognized within Other current liabilities on the condensed consolidated balance sheets. 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. |
Adoption of new and revised sta
Adoption of new and revised standards | 3 Months Ended |
Mar. 31, 2021 | |
Adoption of new and revised standards [Abstract] | |
Adoption of new and revised standards | 3. Adoption of new and revised standards (a) New standards, amendments and interpretations issued but not effective for the financial year beginning January 1, 2021: In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 (b) New and amended standards adopted by the Company: In December 2019, FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes, including removing certain exceptions related to the general principles in ASU 740, Income Taxes. ASU 2019-12 also clarifies and simplifies other aspects of the accounting for income taxes. The adoption of this guidance did not have a material impact on the Company’s financial position, results of operations or cash flows. |
Revenue from contracts with cus
Revenue from contracts with customers | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 and December 31, 2020, receivables related to revenue from contracts with customers totaled $95,753 and $76,431, respectively, and were included in Receivables, net on the condensed consolidated balance sheets, net of current expected credit losses of $203 and $98, respectively. Other items included in Receivables, net not related to revenue from contracts with customers represent receivables associated with reimbursable costs and leases which are accounted for outside the scope of ASC 606. The Company has recognized contract liabilities, comprised of unconditional payments due or paid under the contracts with customers 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 liabilities are 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 liabilities and contract assets balances as of March 31, 2021 and December 31, 2020 are detailed below: March 31, 2021 December 31, 2020 Contract assets, net-current $ 5,268 $ 3,673 Contract assets, net-non-current 30,685 23,972 Total contract assets, net $ 35,953 $ 27,645 Contract liabilities $ 10,704 $ 8,399 Revenue recognized in the year from: Amounts included in contract liabilities at the beginning of the year $ 942 $ 6,542 Contract assets are presented net of expected credit losses of $484 and $372 as of March 31, 2021 and December 31, 2020, respectively. As of March 31, 2021, the Company has unbilled receivables, net of current expected credit losses, of $6,729, of which $356 is presented within Other current assets and $6,373 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-fueled power generation facilities, including power and steam, was $91,196 and $63,502 for the three months ended March 31, 2021 and 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 March 31, 2021 2020 Development services revenue $ 54,071 $ 10,071 Lease and other revenue 417 957 Total other revenue $ 54,488 $ 11,028 Development services revenue recognized in the three months ended March 31, 2021 included $45,618 for the customer’s use of natural gas as part of commissioning their assets. 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. 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 $10,478,395 as of March 31, 2021, 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 2021 $ 278,546 2022 504,522 2023 504,708 2024 499,842 2025 494,081 Thereafter 8,196,696 Total $ 10,478,395 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 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 March 31, 2021, the Company has capitalized $ of which $ of these costs is presented within Other current assets and $ is presented within Other non-current assets on the condensed consolidated balance sheets. As of December 31, 2020, the Company had capitalized $ , of which $ of these costs was presented within Other current assets and $ was presented within Other non-current assets on the condensed consolidated balance sheets. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
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 index 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; such payments 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 ended March 31, 2021 and 2020, the Company’s operating lease cost recorded within the condensed consolidated statements of operations and comprehensive loss were as follows: Three Months Ended March 31, 2021 2020 Fixed lease cost $ 11,745 $ 10,267 Variable lease cost 693 639 Short-term lease cost 722 286 Lease cost - Cost of sales $ 11,036 $ 9,351 Lease cost - Operations and maintenance 557 388 Lease cost - Selling, general and administrative 1,567 1,453 For the three months ended March 31, 2021, the Company has capitalized $1,199 of lease costs, for vessels and port space used during the commissioning of development projects, in addition to short-term lease costs for vessels chartered by the Company to bring inventory from a supplier’s facilities to the Company’s storage locations which 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 three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 Operating cash outflows for operating lease liabilities $ 12,660 $ 10,096 Right-of-use assets obtained in exchange for new operating lease liabilities - 127,994 The future payments due under operating leases as of March 31, 2021 are as follows: Operating Leases Due remainder of 2021 $ 30,754 2022 29,931 2023 18,719 2024 17,866 2025 10,680 Thereafter 50,019 Total lease payments 157,969 Less: effects of discounting 48,749 Present value of lease liabilities $ 109,220 Current lease liability $ 34,857 Non-current lease liability 74,363 As of March 31, 2021, the weighted-average remaining lease term for all operating leases was 7.3 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 March 31, 2021 was 8.4%. The Company has entered into several leases for ISO tanks and an office space that have not commenced as of March 31, 2021 with noncancelable terms of 5 years and including fixed payments of approximately $24 million. 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 11. Property, plant and equipment, net. The following is the amount of property, plant and equipment that is leased to customers: March 31, 2021 December 31, 2020 Property, plant and equipment $ 18,747 $ 18,394 Accumulated depreciation (1,189 ) (932 ) Property, plant and equipment, net $ 17,558 $ 17,462 The following table shows the expected future lease payments as of March 31, 2021, for the remainder of 2021 through 2025 and thereafter: Future cash receipts Financing leases Operating leases Remainder of 2021 $ 1,671 $ 220 2022 2,149 286 2023 2,134 288 2024 2,135 273 2025 2,001 234 Thereafter 5,705 743 Total $ 15,795 $ 2,044 Less: Imputed interest 6,718 Present value of total lease receipts $ 9,077 Current finance leases, net $ 1,576 Non-current finance leases, net 7,501 |
Fair value
Fair value | 3 Months Ended |
Mar. 31, 2021 | |
Fair value [Abstract] | |
Fair value | 6. Fair value Fair value measurements and disclosures require the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize 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 the discounted cash flow technique, to convert future amounts to a single present amount based on current market expectations about those future amounts. • Cost approach – based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). The following table presents the Company’s financial assets and financial liabilities that are measured at fair value as of March 31, 2021 and December 31, 2020: March 31, 2021 Level 1 Level 2 Level 3 Total Valuation technique Assets Cash and cash equivalents $ 360,130 $ - $ - $ 360,130 Market approach Restricted cash 19,072 - - 19,072 Market approach Investment in equity securities 294 - 1,849 2,143 Market approach Total $ 379,496 $ - $ 1,849 $ 381,345 Liabilities Derivative liability¹ $ - $ - $ 20,692 $ 20,692 Income approach Equity agreement² - - 21,223 21,223 Income approach Total $ - $ - $ 41,915 $ 41,915 December 31, 2020 Level 1 Level 2 Level 3 Total Valuation technique Assets Cash and cash equivalents $ 601,522 $ - $ - $ 601,522 Market approach Restricted cash 27,814 - - 27,814 Market approach Investment in equity securities 256 - 1,000 1,256 Market approach Total $ 629,592 $ - $ 1,000 $ 630,592 Liabilities Derivative liability¹ $ - $ - $ 10,716 $ 10,716 Income approach Equity agreement² - - 22,768 22,768 Income approach Total $ - $ - $ 33,484 $ 33,484 (1) Consideration due to the sellers in assets acquistions when certain contingent events occur. (2) To be paid at the earlier of agreed-upon date or the date on which the valid planning permission is received as specified in the amended 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 to the derivative liability and equity agreement, recorded within Other (income) expense, net in the condensed consolidated statements of operations and comprehensive loss, and currency translation adjustment, recorded within the Other comprehensive loss, for the three months ended March 31, 2021 and 2020: March 31, 2021 March 31, 2020 Fair value adjustment - (Gain) $ (425 ) $ (1,617 ) Currency translation adjustment - (Gain) (1,664 ) (537 ) Activity during the three months ended March 31, 2021 included the recognition of additional derivative liabilities from transactions accounted for as asset acquisitions of $10,520 (Note 21. Asset acquisitions). During the three months ended March 31, 2021 and 2020, the Company had no settlements of the equity agreement or derivative liabilities or any transfers in or out of Level 3 in the fair value hierarchy. The liability associated with the equity agreement of $21,223 and $22,768 as of March 31, 2021 and December 31, 2020, respectively, is recorded within Other current liabilities on the condensed consolidated balance sheets. The liability associated with the derivative liabilities of $20,692 and $10,716 as of March 31, 2021 and December 31, 2020, respectively, is recorded within Other long-term liabilities on the condensed consolidated balance sheets. The The fair value estimate is classified as Level 2 in the fair value hierarchy. |
Restricted cash
Restricted cash | 3 Months Ended |
Mar. 31, 2021 | |
Restricted cash [Abstract] | |
Restricted cash | 7. Restricted cash As of March 31, 2021 and December 31, 2020, restricted cash consisted of the following: March 31, 2021 December 31, 2020 Collateral for performance under customer agreements $ 15,000 $ 15,000 Collateral for LNG purchases 2,916 11,664 Collateral for letters of credit and performance bonds 906 900 Other restricted cash 250 250 Total restricted cash $ 19,072 $ 27,814 Current restricted cash $ 4,072 $ 12,814 Non-current restricted cash 15,000 15,000 |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2021 | |
Inventory [Abstract] | |
Inventory | 8. Inventory As of March 31, 2021 and December 31, 2020, inventory consisted of the following: March 31, 2021 December 31, 2020 LNG and natural gas inventory $ 18,213 $ 13,986 Automotive diesel oil inventory 4,463 3,986 Bunker fuel, materials, supplies and other 5,355 4,888 Total inventory $ 28,031 $ 22,860 Inventory is adjusted to the lower of cost or net realizable value each quarter. Changes in the value of inventory are recorded within Cost of sales in the condensed consolidated statements of operations and comprehensive loss. No adjustments were recorded during the three months ended March 31, 2021 and 2020. |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 3 Months Ended |
Mar. 31, 2021 | |
Prepaid expenses and other current assets [Abstract] | |
Prepaid expenses and other current assets | 9. Prepaid expenses and other current assets As of March 31, 2021 and December 31, 2020, prepaid expenses and other current assets consisted of the following: March 31, 2021 December 31, 2020 Prepaid LNG $ 20,605 $ 11,987 Prepaid expenses 6,806 4,941 Due from affiliates (Note 20) 1,912 1,881 Other current assets 30,922 29,461 Total prepaid expenses and other current assets, net $ 60,245 $ 48,270 Other current assets as of March 31, 2021 and December 31, 2020 primarily consists of receivables for recoverable taxes. |
Construction in progress
Construction in progress | 3 Months Ended |
Mar. 31, 2021 | |
Construction in progress [Abstract] | |
Construction in progress | 10. Construction in progress The Company’s construction in progress activity during the three months ended March 31, 2021 is detailed below: March 31, 2021 Balance at beginning of period $ 234,037 Additions 105,761 Transferred to property, plant and equipment, net or finance leases (2,107 ) Balance at end of period $ 337,691 Interest expense of $2,641 and $9,606, inclusive of amortized debt issuance costs, was capitalized for the three months ended March 31, 2021 and 2020, respectively |
Property, plant and equipment,
Property, plant and equipment, net | 3 Months Ended |
Mar. 31, 2021 | |
Property, plant and equipment, net [Abstract] | |
Property, plant and equipment, net | 11. Property, plant and equipment, net As of March 31, 2021 and December 31, 2020, the Company’s property, plant and equipment, net consisted of the following: March 31, 2021 December 31, 2020 Terminal and power plant equipment $ 189,197 $ 188,855 CHP facilities 119,723 119,723 Gas terminals 120,810 120,810 ISO containers and other equipment 102,010 100,137 LNG liquefaction facilities 63,213 63,213 Gas pipelines 58,974 58,974 Land 16,582 16,246 Leasehold improvements 8,723 8,723 Accumulated depreciation (72,229 ) (62,475 ) Total property, plant and equipment, net $ 607,003 $ 614,206 Depreciation for the three months ended March 31, 2021 and 2020 totaled $9,842 and $5,211, respectively, of which $270 and $227, respectively, is included within Cost of sales in the condensed consolidated statements of operations and comprehensive loss. |
Intangible assets
Intangible assets | 3 Months Ended |
Mar. 31, 2021 | |
Intangible assets [Abstract] | |
Intangible assets | 12. Intangible assets The following table summarizes the composition of intangible assets as of March 31, 2021 and December 31, 2020: March 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Life Definite-lived intangible assets Permits $ 49,467 $ 2,607 $ 46,860 38 Acquired power purchase agreements 16,499 - 16,499 17 Easements 1,559 203 1,356 30 Indefinite-lived intangible assets Easements 1,219 - 1,219 n/a Total intangible assets $ 68,744 $ 2,810 $ 65,934 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Life Definite-lived intangible assets Permits $ 45,897 $ 2,438 $ 43,459 40 Easements 1,559 190 1,369 30 Indefinite-lived intangible assets Easements 1,274 - 1,274 n/a Total intangible assets $ 48,730 $ 2,628 $ 46,102 During the first quarter of 2021, the Company recognized additions to permits of $ acquired in a transaction accounted for as asset acquisition related to licenses and rights to develop a gas-fired power plant and associated infrastructure in the Port of Suape in Brazil. The Company also acquired rights operated a power generation facility and sell power in Brazil of $ (see Note 21. Asset acquisitions). As of March 31, 2021 and December 31, 2020, the weighted-average remaining amortization periods for the intangible assets were 31.0 and 37.5 years, respectively. Amortization expense for the three months ended March 31, 2021 and 2020 totaled $295 and $270, respectively. |
Other non-current assets
Other non-current assets | 3 Months Ended |
Mar. 31, 2021 | |
Other non-current assets [Abstract] | |
Other non-current assets | 13. Other non-current assets As of March 31, 2021 and December 31, 2020, Other non-current assets consisted of the following: March 31, 2021 December 31, 2020 Nonrefundable deposit $ 30,728 $ 28,509 Contract asset, net (Note 4) 30,685 23,972 Cost to fulfill (Note 4) 10,830 10,688 Unbilled receivables, net (Note 4) 6,373 6,462 Upfront payments to customers 10,501 6,330 Other 25,023 10,069 Total other non-current assets, net $ 114,140 $ 86,030 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. Other includes issuance costs associated with the 2026 Notes and Revolving Facility (both defined below) that closed in April 2021, upfront payments to our service providers, a long-term refundable deposit and investments in equity securities. During the fourth quarter of 2020, the Company invested $ in a hydrogen technology development company through a Simple Agreement for Future Equity (“SAFE”). During the first quarter of 2021, the investee completed a qualified financing which converted the Company’s investment into preferred shares; the Company also invested an additional $ in this qualified financing. |
Accrued liabilities
Accrued liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Accrued liabilities [Abstract] | |
Accrued liabilities | 14. Accrued liabilities As of March 31, 2021 and December 31, 2020, accrued liabilities consisted of the following: March 31, 2021 December 31, 2020 Accrued development costs $ 25,222 $ 16,631 Accrued interest 3,516 27,938 Accrued bonuses 6,171 17,344 Other accrued expenses 53,900 28,439 Total accrued liabilities $ 88,809 $ 90,352 Other accrued expenses includes accrued legal, accounting and other transaction costs associated with the Mergers and the issuance of the 2026 Notes and the Revolving Facility (all defined below). |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt [Abstract] | |
Debt | 15 . Debt As of March 31, 2021 and December 31, 2020, debt consisted of the following: March 31, 2021 December 31, 2020 Senior Secured Notes, due September 15, 2025 $ 1,239,799 $ 1,239,561 Total debt $ 1,239,799 $ 1,239,561 2025 Notes On September 2, 2020, the Company issued $ of senior secured notes in a private offering pursuant to Rule 144A under the Securities Act (the “2025 Notes”). Interest is payable in arrears on March 15 and September 15 of each year, commencing on March 15, 2021; no principal payments are due until maturity on . The Company may redeem the 2025 Notes, in whole or in part, at any time prior to maturity, subject to certain make-whole premiums. The 2025 Notes are guaranteed, jointly and severally, by certain of the Company’s subsidiaries, in addition to other collateral. The 2025 Notes may limit the Company’s ability to incur additional indebtedness or issue certain preferred shares, make certain payments, and sell or transfer certain assets subject to certain financial covenants and qualifications. The 2025 Notes also provide for customary events of default and prepayment provisions. The Company used a portion of the net cash proceeds received from the 2025 Notes to repay in full the outstanding principal and interest under the Credit Agreement (as defined below), including related costs and expenses. The Company also used the remaining net proceeds, together with cash on hand, to redeem in full the outstanding Senior Secured Bonds and Senior Unsecured Bonds (as defined below), including related premiums, costs and expenses, terminating the Senior Secured Bonds and Senior Unsecured Bonds. The Company completed the redemption of the Senior Secured Bonds and Senior Unsecured Bonds on September 21, 2020. In connection with the issuance of the 2025 Notes, the Company incurred $ in origination, structuring and other fees. Issuance costs of $ were deferred as a reduction of the principal balance of the 2025 Notes on the condensed consolidated balance sheets; unamortized deferred financing costs related to lenders in the Credit Agreement that participated in the 2025 Notes were $ and such unamortized costs were also included as a reduction of the principal balance of the 2025 Notes and will be amortized over the remaining term of the 2025 Notes. As a portion of the repayment of the Credit Agreement was a modification, in the third quarter of 2020, the Company recorded $ of third-party fees in Selling, general and administrative in the condensed consolidated statements of operations and comprehensive loss. On December 17, 2020, the Company issued $ of additional notes on the same terms as the 2025 Notes in a private offering pursuant to Rule 144A under the Securities Act (subsequent to this issuance, these additional notes are included in the definition of 2025 Notes herein). Proceeds received included a premium of $ , which was offset by additional financing costs incurred of $ . As of March 31, 2021, total remaining unamortized deferred financing costs were $ . 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 was set to mature in January 2023 In connection with obtaining the Credit Agreement and the extinguishment of the Term Loan Facility, the Company incurred $ 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. On September 2, 2020, the Company repaid the full amount outstanding using proceeds from the 2025 Notes. Certain lenders in the Credit Agreement participated in the issuance of 2025 Notes, and a portion of the repayment of the Credit Agreement was treated as a debt modification. For the portion of the Credit Agreement that was considered extinguished, $ of unamortized deferred debt issuance costs was recognized as a loss on extinguishment of debt in the condensed consolidated statements of operations and comprehensive loss. The remaining unamortized deferred debt issuance costs of $ will be amortized over the remaining term of the 2025 Notes. 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 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 were 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 bore interest at an annual fixed rate of and matured years from the closing date of each issuance. No principal payments were due for the first . After , principal payments were due, with a balloon payment due upon maturity. Interest payments on outstanding principal balances were due quarterly. The Senior Unsecured Bonds bore interest at an annual fixed rate of and matured in September 2036 . No principal payments were due for the first . Beginning in 2028, principal payments were due quarterly on an escalating schedule. Interest payments on outstanding principal balances were due . The Company paid approximately $ 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. On September 21, 2020, the Company repaid the full amount outstanding including fees dues to the lenders using proceeds from the 2025 Notes and cash on hand. In conjunction with the repayment of the Senior Secured Bonds and Senior Unsecured Bonds in the third quarter of 2020, the Company recognized a loss on extinguishment of debt of $ , including the write-off of $ of unamortized deferred financing costs and prepayment premium paid to bondholders of $ . 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 months ended March 31, 2021 and 2020 consisted of the following: Three Months Ended March 31, 2021 2020 Interest per contractual rates $ 20,834 $ 18,874 Amortization of debt issuance costs 487 4,622 Total interest costs 21,321 23,496 Capitalized interest 2,641 9,606 Total interest expense $ 18,680 $ 13,890 |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income taxes [Abstract] | |
Income taxes | 16. Income taxes In the third quarter of 2020, the Company completed the Conversion; NFE LLC been a corporation for U.S. federal tax purposes and converting NFE LLC from a limited liability company to a corporation had no effect on the U.S. federal tax treatment of the Company or its shareholders. In connection with the IPO, NFE LLC contributed the net proceeds from the IPO to NFI in exchange for NFI LLC Units, and NFE LLC became the managing member of NFI. Prior to the Exchange Transactions, NFI was a limited liability company that was 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 was not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by NFI was passed through to and included in the taxable income or loss of its members, on a pro rata basis, subject to applicable tax regulations. Subsequent to the Exchange Transactions completed on June 10, 2020, of NFI’s operations are included in the NFE income tax provision; there was no impact on income tax expense due to the Exchange Transactions. 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 the first quarter of 2021, the Company contributed all NFI LLC units into a wholly owned corporate entity, which had the effect of terminating NFI LLC ’s The effective tax rate for the three months ended March 31, 2021 was , compared to for the three months ended March 31, 2020. The total tax benefit for the three months ended March 31, 2021 was $ , compared to $ for the three months ended March 31, 2020, and the increase in benefit for the three months ended March 31, 2021 was primarily driven by the release of a valuation allowance in a foreign jurisdiction resulting in a discrete benefit of $ The primary items which decreased the Company’s effective tax rate for the three months ended March 31, 2021 and March 31, 2020 from the U.S. federal statutory rate of were valuation allowances recorded against a portion of the Company’s current period losses and earnings generated in non-U.S. jurisdictions with lower tax rates. The Company has not recorded a liability for uncertain tax positions as of March 31, 2021. The Company remains subject to periodic audits and reviews by the taxing authorities, and NFE’s returns since its formation remain open for examination. |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and contingencies [Abstract] | |
Commitments and contingencies | 17. 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 | 3 Months Ended |
Mar. 31, 2021 | |
Earnings per share [Abstract] | |
Earnings per share | 18. Earnings per share Three Months Ended March 31, 2021 2020 Numerator: Net loss $ (39,509 ) $ (60,223 ) Less: net loss attributable to non-controlling interests 1,606 51,757 Net loss attributable to Class A common stock $ (37,903 ) $ (8,466 ) Denominator: Weighted-average shares-basic and diluted 176,500,576 26,029,492 Net loss per share - basic and diluted $ (0.21 ) $ (0.32 ) The following table presents potentially dilutive securities excluded from the computation of diluted net loss per share for the periods presented because its effects would have been anti-dilutive. Three Months Ended March 31, 2021 2020 Unvested RSUs 1 869,262 1,890,125 Class B shares 2 - 144,342,572 Shannon Equity Agreement shares 3 464,267 1,635,462 Total 1,333,529 147,868,159 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. In connection with the closing of the Exchange Transactions on June 10, 2020, all outstanding Class B shares were exchanged for Class A shares. 3 Class A common stock that would be issued in relation to the Shannon LNG Equity Agreement. The Company declared dividends of $17,598 ($0.10 per share); during the first quarter of 2021, the Company paid $17,657 of dividends, inclusive of dividends that were accrued in prior periods. |
Share-based compensation
Share-based compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based compensation [Abstract] | |
Share-based compensation | 19. Share-based compensation RSUs The Company has granted RSUs to select officers, employees, non-employee members of the board of directors and select non-employees under the New Fortress Energy Inc. 2019 Omnibus 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 three months ended March 31, 2021: Restricted Share Units Weighted-average grant date fair value per share Non-vested RSUs as of December 31, 2020 1,538,060 $ 13.49 Granted - - Vested (665,781 ) 13.54 Forfeited (3,017 ) 13.51 Non-vested RSUs as of March 31 2021 869,262 $ 13.45 The following table summarizes the share-based compensation expense for the Company’s RSUs recorded for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 Operations and maintenance $ 222 $ 237 Selling, general and administrative 1,548 2,271 Total share-based compensation expense $ 1,770 $ 2,508 For the three months ended March 31, 2021 and 2020, cumulative compensation expense recognized for forfeited RSU awards of $0 and $61, 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 March 31, 2021, the Company had 869,262 non-vested RSUs subject to service conditions and had unrecognized compensation costs of approximately $6,400. 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 1.05 years as of March 31, 2021. Performance Share Units (“PSUs”) During the first quarter of 2020 and 2021 For the three months ended March 31, 2021, PSUs Granted Units Granted Range of Vesting Unrecognized Compensation Cost (1) Weighted Average Remaining Vesting Period Q1 2020 1,109,777 0 to 2,219,554 $ 30,864 0.75 years Q1 2021 400,507 0 to 801,014 $ 32,577 1.75 years (1) Unrecognized compensation cost is based upon the maximum amount of shares that could vest |
Related party transactions
Related party transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related party transactions [Abstract] | |
Related party transactions | 20. 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 Administrative Agreement that are attributable to the Company totaled $ and $ for the three months ended March 31, 2021 and 2020, respectively. Costs associated with the Administrative Agreement are included within Selling, general and administrative in the condensed consolidated statements of operations and comprehensive loss. As of March 31, 2021 and December 31, 2020, $ 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 $1,609 and $1,239 for the three months ended March 31, 2021 and 2020 , respectively. As of and , $ and $ was due to this affiliate, respectively. Land lease The Company has leased land from Florida East Coast Industries, LLC (“FECI”), an affiliate of Fortress. The Company recognized expense related to the land lease of $ and $ during the three months ended March 31, 2021 and 2020, respectively, which was included within Operations and maintenance in the condensed consolidated statements of operations and comprehensive loss. As of March 31, 2021 and December 31, 2020, $ and $ was due to FECI, respectively. As of March 31, 2021, the Company has recorded a lease liability of $ within Non-current lease liabilities on the condensed consolidated balance sheet. 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 March 31, 2021 and December 31, 2020, $715 was owed to DevTech on the note payable, and the outstanding note payable due to DevTech is included in Other long-term liabilities on the condensed consolidated balance sheets. The interest expense on the note payable due to DevTech was $ and $ for the months ended and , respectively. interest has been paid, and accrued interest has been recognized within Other current liabilities on the condensed consolidated balance sheets. As of and , $ was due from DevTech. Fortress affiliated entities Since 2017, the Company has provided certain administrative services to related parties including Fortress affiliated entities. As of March 31, 2021 and December 31, 2020, $1,210 and $1,334 were due from affiliates, respectively. There are no costs incurred by the Company as the Company is fully reimbursed for all costs incurred. Beginning in the fourth quarter of 2020, the Company began to sublease a portion of office space to an affiliate of an entity managed by Fortress, and for the three months ended March 31, 2021, $153 of rent and office related expenses were incurred by this affiliate. As of March 31, 2021 and December 31, 2020, $359 and $204 were due from this affiliate, respectively. 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 March 31, 2021 and 2020 , respectively. As of March 31, 2021 and December 31, 2020, $ and $ were due to Fortress affiliated entities, respectively. Due to/from Affiliates The table below summarizes the balances outstanding with affiliates as of March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 Amounts due to affiliates $ 10,859 $ 8,980 Amounts due from affiliates 1,912 1,881 |
Asset acquisitions
Asset acquisitions | 3 Months Ended |
Mar. 31, 2021 | |
Asset acquisitions [Abstract] | |
Asset acquisitions | 21. Asset acquisitions On January 12, 2021, the Company acquired of the outstanding share quota of CH4 Energia Ltda. ("CH4"), an entity that owns key permits and authorizations to develop an LNG terminal and plant at the Port of Suape in Brazil. The purchase consideration consisted of $ of cash paid at closing in addition to potential future payments contingent on achieving certain . contingent payments meet the definition of a derivative, the fair value of the contingent payments of $ is included as part of the purchase consideration and is recognized in Other non-current liabilities on the condensed consolidated balance sheet as of March 31, 2021. The selling shareholders of CH4 may also receive future payments based on gas consumed by the power plant or sold to customers from the LNG terminal. The purchase of CH4 has been accounted for as an asset acquisition. As a result, goodwill was recorded, and the Company’s acquisition-related costs of $ are included in the purchase consideration. The total purchase of $ was allocated to permits and authorizations acquired and is recorded within Intangible assets, net. On March 11, 2021, the Company acquired of the outstanding shares of Pecém Energia S.A. (“Pecém”) and Energetica Camacari Muricy II S.A. (“Muricy”). These companies collectively hold grants to operate as an independent power provider and -year power purchase agreements for the development of thermoelectric power plants in the State of Bahia, Brazil. The Company is seeking to obtain the necessary approvals to transfer the power purchase agreements in connection with the construction the gas-fired power plant and LNG import terminal at the Port of Suape. The purchase consideration consisted of $ of cash paid at closing in addition to potential future payments contingent on achieving commercial operations of the gas-fired power plant at the . contingent payments meet the definition of a derivative, the fair value of the contingent payments of $ was included as part of the purchase consideration and is recognized in Other non-current liabilities on the condensed consolidated balance sheet as of March 31, 2021. The selling shareholders may also receive future payments based on power generated by the power plant in The purchases of Pecém and Muricy were accounted for as asset acquisitions. As a result, goodwill was recorded, and the Company’s acquisition-related costs of $ were included in the purchase consideration. Of the total purchase , $ acquired. |
Subsequent events
Subsequent events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent events [Abstract] | |
Subsequent events | 22. Subsequent events On April 12, 2021, the Company completed the private offering of $1.5 billion aggregate principal amount of senior secured notes due 2026 On April 15, 2021, the Company completed the previously announced acquisitions of Hygo Energy Transition Ltd. (“Hygo”) and Golar LNG Partners LP (“GMLP”); referred to as the “Hygo Merger” and “GMLP Merger,” respectively and, collectively, the “Mergers”. NFE paid $580 million in cash and issued 31,372,549 shares of Class A common stock to Hygo’s shareholders in connection with the Hygo Merger. NFE paid $3.55 per each common unit of GMLP outstanding and for each of the outstanding membership interests of GMLP’s general partner, totaling $251 million. The Company also repaid certain outstanding debt facilities of GMLP in conjunction with closing the GMLP Merger. These transactions will be accounted for as business combinations under the acquisition method of accounting. The Company will record the assets acquired and liabilities assumed at their fair values as of the acquisition date. Due to the limited time since the closing of the acquisitions, the valuation efforts and related acquisition accounting are incomplete at the time of filing of the condensed consolidated financial statements. On April 15, 2021, we entered into a $200 million senior secured revolving facility (the “Revolving Facility”). The Revolving Facility has a term of approximately five years and bears interest based on the three-month LIBOR rate plus certain margins. |
Significant accounting polici_2
Significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2020. 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 NFE, 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 an 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 is 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. U ntil the Exchange Transactions (as defined below) were completed, NFE was a holding company whose sole material asset was a controlling equity interest in NFI. As the sole managing member of NFI, NFE operated and controlled all of the business and affairs of NFI, and through NFI and its subsidiaries, conducted 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 (the “Reorganization”). As a result, NFE presented the condensed consolidated balance 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 NFE. 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 NFI (the “NFI LLCA”) with respect to all of the NFI LLC Units, together with an equal number of Class B shares of NFE, that such Exchanging Members indirectly own as members of New Fortress Energy Holdings. Pursuant to the Mutual Agreement, NFE agreed to exercise the Call Right (as defined in the NFI LLCA), pursuant to which NFE would acquire such NFI LLC Units and such Class B shares in exchange for Class A shares of NFE (the “Exchange Transactions”). The Exchange Transactions were completed on June 10, 2020. In connection with the closing of the Exchange Transactions, NFE 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 NFE. Following the completion of the Exchange Transactions, NFE owns all of the NFI LLC Units directly or indirectly and no Class B shares remain 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. On August 7, 2020, the Company converted New Fortress Energy LLC (“NFE LLC”) from a Delaware limited liability company to a Delaware corporation named New Fortress Energy Inc. (“the Conversion”). Since the IPO, NFE LLC had been a corporation for U.S. federal tax purposes, and converting NFE LLC from a limited liability company to a corporation had no effect on the U.S. federal tax treatment of the Company or its shareholders. Class A shares shown on the Company’s condensed consolidated statements of changes in stockholders’ equity were reclassified to Class A common stock and Additional paid-in capital with no change to total stockholders’ equity. As of March 31, 2021, NFE had Class A common stock outstanding. |
Revenue recognition | (b) Revenue recognition The Company’s contracts with customers may contain one or several performance obligations usually consisting of the sale of LNG, natural gas, 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 finance or operating leases. The current and non-current portion of finance leases are recorded within Prepaid expenses and other current assets and Finance leases, net on the condensed consolidated balance sheets, respectively. For finance leases accounted for as sales-type leases, the profit from the sale of equipment is recognized upon lease commencement in Other revenue in the condensed consolidated statements of operations and comprehensive loss. 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 delivered for 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 until such time that the customer has declared such conversion services have been completed. 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. The timing of revenue recognition, billings and cash collections results in receivables, contract assets and contract liabilities. Receivables represent unconditional rights to consideration; unbilled amounts typically result from sales under long-term contracts when revenue recognized exceeds the amount billed to the customer. Contract assets are comprised of the transaction price allocated to completed performance obligations that will be billed to customers in subsequent periods. Both unbilled receivables and contract assets are recognized within Prepaid expenses and other current assets, net and Other non-current assets, net on the condensed consolidated balance sheets. Contract liabilities consist of deferred revenue and are recognized within Other current liabilities on the condensed consolidated balance sheets. 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. |
Revenue from contracts with c_2
Revenue from contracts with customers (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from contracts with customers [Abstract] | |
Contract with Customer, Asset and Liability | The Company has recognized contract liabilities, comprised of unconditional payments due or paid under the contracts with customers 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 liabilities are 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 liabilities and contract assets balances as of March 31, 2021 and December 31, 2020 are detailed below: March 31, 2021 December 31, 2020 Contract assets, net-current $ 5,268 $ 3,673 Contract assets, net-non-current 30,685 23,972 Total contract assets, net $ 35,953 $ 27,645 Contract liabilities $ 10,704 $ 8,399 Revenue recognized in the year from: Amounts included in contract liabilities at the beginning of the year $ 942 $ 6,542 |
Other Revenue | 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 March 31, 2021 2020 Development services revenue $ 54,071 $ 10,071 Lease and other revenue 417 957 Total other revenue $ 54,488 $ 11,028 |
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. 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 $10,478,395 as of March 31, 2021, 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 2021 $ 278,546 2022 504,522 2023 504,708 2024 499,842 2025 494,081 Thereafter 8,196,696 Total $ 10,478,395 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Components of Operating Lease Costs | For the three months ended March 31, 2021 and 2020, the Company’s operating lease cost recorded within the condensed consolidated statements of operations and comprehensive loss were as follows: Three Months Ended March 31, 2021 2020 Fixed lease cost $ 11,745 $ 10,267 Variable lease cost 693 639 Short-term lease cost 722 286 Lease cost - Cost of sales $ 11,036 $ 9,351 Lease cost - Operations and maintenance 557 388 Lease cost - Selling, general and administrative 1,567 1,453 |
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 three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 Operating cash outflows for operating lease liabilities $ 12,660 $ 10,096 Right-of-use assets obtained in exchange for new operating lease liabilities - 127,994 |
Future Payments Due under Operating Leases | The future payments due under operating leases as of March 31, 2021 are as follows: Operating Leases Due remainder of 2021 $ 30,754 2022 29,931 2023 18,719 2024 17,866 2025 10,680 Thereafter 50,019 Total lease payments 157,969 Less: effects of discounting 48,749 Present value of lease liabilities $ 109,220 Current lease liability $ 34,857 Non-current lease liability 74,363 |
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 11. Property, plant and equipment, net. The following is the amount of property, plant and equipment that is leased to customers: March 31, 2021 December 31, 2020 Property, plant and equipment $ 18,747 $ 18,394 Accumulated depreciation (1,189 ) (932 ) Property, plant and equipment, net $ 17,558 $ 17,462 |
Operating and Financing Lease Payments to be Received | The following table shows the expected future lease payments as of March 31, 2021, for the remainder of 2021 through 2025 and thereafter: Future cash receipts Financing leases Operating leases Remainder of 2021 $ 1,671 $ 220 2022 2,149 286 2023 2,134 288 2024 2,135 273 2025 2,001 234 Thereafter 5,705 743 Total $ 15,795 $ 2,044 Less: Imputed interest 6,718 Present value of total lease receipts $ 9,077 Current finance leases, net $ 1,576 Non-current finance leases, net 7,501 |
Fair value (Tables)
Fair value (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair value [Abstract] | |
Financial Assets and Financial Liabilities | The following table presents the Company’s financial assets and financial liabilities that are measured at fair value as of March 31, 2021 and December 31, 2020: March 31, 2021 Level 1 Level 2 Level 3 Total Valuation technique Assets Cash and cash equivalents $ 360,130 $ - $ - $ 360,130 Market approach Restricted cash 19,072 - - 19,072 Market approach Investment in equity securities 294 - 1,849 2,143 Market approach Total $ 379,496 $ - $ 1,849 $ 381,345 Liabilities Derivative liability¹ $ - $ - $ 20,692 $ 20,692 Income approach Equity agreement² - - 21,223 21,223 Income approach Total $ - $ - $ 41,915 $ 41,915 December 31, 2020 Level 1 Level 2 Level 3 Total Valuation technique Assets Cash and cash equivalents $ 601,522 $ - $ - $ 601,522 Market approach Restricted cash 27,814 - - 27,814 Market approach Investment in equity securities 256 - 1,000 1,256 Market approach Total $ 629,592 $ - $ 1,000 $ 630,592 Liabilities Derivative liability¹ $ - $ - $ 10,716 $ 10,716 Income approach Equity agreement² - - 22,768 22,768 Income approach Total $ - $ - $ 33,484 $ 33,484 (1) Consideration due to the sellers in assets acquistions when certain contingent events occur. (2) To be paid at the earlier of agreed-upon date or the date on which the valid planning permission is received as specified in the amended 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 to the derivative liability and equity agreement, recorded within Other (income) expense, net in the condensed consolidated statements of operations and comprehensive loss, and currency translation adjustment, recorded within the Other comprehensive loss, for the three months ended March 31, 2021 and 2020: March 31, 2021 March 31, 2020 Fair value adjustment - (Gain) $ (425 ) $ (1,617 ) Currency translation adjustment - (Gain) (1,664 ) (537 ) |
Restricted cash (Tables)
Restricted cash (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Restricted cash [Abstract] | |
Restricted Cash | As of March 31, 2021 and December 31, 2020, restricted cash consisted of the following: March 31, 2021 December 31, 2020 Collateral for performance under customer agreements $ 15,000 $ 15,000 Collateral for LNG purchases 2,916 11,664 Collateral for letters of credit and performance bonds 906 900 Other restricted cash 250 250 Total restricted cash $ 19,072 $ 27,814 Current restricted cash $ 4,072 $ 12,814 Non-current restricted cash 15,000 15,000 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory [Abstract] | |
Inventory | As of March 31, 2021 and December 31, 2020, inventory consisted of the following: March 31, 2021 December 31, 2020 LNG and natural gas inventory $ 18,213 $ 13,986 Automotive diesel oil inventory 4,463 3,986 Bunker fuel, materials, supplies and other 5,355 4,888 Total inventory $ 28,031 $ 22,860 |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Prepaid expenses and other current assets [Abstract] | |
Prepaid Expenses and Other Current Assets, Net | As of March 31, 2021 and December 31, 2020, prepaid expenses and other current assets consisted of the following: March 31, 2021 December 31, 2020 Prepaid LNG $ 20,605 $ 11,987 Prepaid expenses 6,806 4,941 Due from affiliates (Note 20) 1,912 1,881 Other current assets 30,922 29,461 Total prepaid expenses and other current assets, net $ 60,245 $ 48,270 |
Construction in progress (Table
Construction in progress (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Construction in progress [Abstract] | |
Construction in Progress Activity | The Company’s construction in progress activity during the three months ended March 31, 2021 is detailed below: March 31, 2021 Balance at beginning of period $ 234,037 Additions 105,761 Transferred to property, plant and equipment, net or finance leases (2,107 ) Balance at end of period $ 337,691 |
Property, plant and equipment_2
Property, plant and equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, plant and equipment, net [Abstract] | |
Property, Plant and Equipment, Net | As of March 31, 2021 and December 31, 2020, the Company’s property, plant and equipment, net consisted of the following: March 31, 2021 December 31, 2020 Terminal and power plant equipment $ 189,197 $ 188,855 CHP facilities 119,723 119,723 Gas terminals 120,810 120,810 ISO containers and other equipment 102,010 100,137 LNG liquefaction facilities 63,213 63,213 Gas pipelines 58,974 58,974 Land 16,582 16,246 Leasehold improvements 8,723 8,723 Accumulated depreciation (72,229 ) (62,475 ) Total property, plant and equipment, net $ 607,003 $ 614,206 |
Intangible assets (Tables)
Intangible assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Intangible assets [Abstract] | |
Composition of Intangible Assets | The following table summarizes the composition of intangible assets as of March 31, 2021 and December 31, 2020: March 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Life Definite-lived intangible assets Permits $ 49,467 $ 2,607 $ 46,860 38 Acquired power purchase agreements 16,499 - 16,499 17 Easements 1,559 203 1,356 30 Indefinite-lived intangible assets Easements 1,219 - 1,219 n/a Total intangible assets $ 68,744 $ 2,810 $ 65,934 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Life Definite-lived intangible assets Permits $ 45,897 $ 2,438 $ 43,459 40 Easements 1,559 190 1,369 30 Indefinite-lived intangible assets Easements 1,274 - 1,274 n/a Total intangible assets $ 48,730 $ 2,628 $ 46,102 |
Other non-current assets (Table
Other non-current assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Other non-current assets [Abstract] | |
Other Non-Current Assets | As of March 31, 2021 and December 31, 2020, Other non-current assets consisted of the following: March 31, 2021 December 31, 2020 Nonrefundable deposit $ 30,728 $ 28,509 Contract asset, net (Note 4) 30,685 23,972 Cost to fulfill (Note 4) 10,830 10,688 Unbilled receivables, net (Note 4) 6,373 6,462 Upfront payments to customers 10,501 6,330 Other 25,023 10,069 Total other non-current assets, net $ 114,140 $ 86,030 |
Accrued liabilities (Tables)
Accrued liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accrued liabilities [Abstract] | |
Accrued Liabilities | As of March 31, 2021 and December 31, 2020, accrued liabilities consisted of the following: March 31, 2021 December 31, 2020 Accrued development costs $ 25,222 $ 16,631 Accrued interest 3,516 27,938 Accrued bonuses 6,171 17,344 Other accrued expenses 53,900 28,439 Total accrued liabilities $ 88,809 $ 90,352 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt [Abstract] | |
Long-term Debt | As of March 31, 2021 and December 31, 2020, debt consisted of the following: March 31, 2021 December 31, 2020 Senior Secured Notes, due September 15, 2025 $ 1,239,799 $ 1,239,561 Total debt $ 1,239,799 $ 1,239,561 |
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 months ended March 31, 2021 and 2020 consisted of the following: Three Months Ended March 31, 2021 2020 Interest per contractual rates $ 20,834 $ 18,874 Amortization of debt issuance costs 487 4,622 Total interest costs 21,321 23,496 Capitalized interest 2,641 9,606 Total interest expense $ 18,680 $ 13,890 |
Earnings per share (Tables)
Earnings per share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings per share [Abstract] | |
Earnings Per Share | Three Months Ended March 31, 2021 2020 Numerator: Net loss $ (39,509 ) $ (60,223 ) Less: net loss attributable to non-controlling interests 1,606 51,757 Net loss attributable to Class A common stock $ (37,903 ) $ (8,466 ) Denominator: Weighted-average shares-basic and diluted 176,500,576 26,029,492 Net loss per share - basic and diluted $ (0.21 ) $ (0.32 ) |
Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share Effects Presented in Anti-dilutive | The following table presents potentially dilutive securities excluded from the computation of diluted net loss per share for the periods presented because its effects would have been anti-dilutive. Three Months Ended March 31, 2021 2020 Unvested RSUs 1 869,262 1,890,125 Class B shares 2 - 144,342,572 Shannon Equity Agreement shares 3 464,267 1,635,462 Total 1,333,529 147,868,159 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. In connection with the closing of the Exchange Transactions on June 10, 2020, all outstanding Class B shares were exchanged for Class A shares. 3 Class A common stock that would be issued in relation to the Shannon LNG Equity Agreement. |
Share-based compensation (Table
Share-based compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based compensation [Abstract] | |
RSU Activity | The following table summarizes the RSU activity for the three months ended March 31, 2021: Restricted Share Units Weighted-average grant date fair value per share Non-vested RSUs as of December 31, 2020 1,538,060 $ 13.49 Granted - - Vested (665,781 ) 13.54 Forfeited (3,017 ) 13.51 Non-vested RSUs as of March 31 2021 869,262 $ 13.45 |
Share-based Compensation Expense | The following table summarizes the share-based compensation expense for the Company’s RSUs recorded for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 Operations and maintenance $ 222 $ 237 Selling, general and administrative 1,548 2,271 Total share-based compensation expense $ 1,770 $ 2,508 |
PSU Activity | Performance Share Units (“PSUs”) During the first quarter of 2020 and 2021 For the three months ended March 31, 2021, PSUs Granted Units Granted Range of Vesting Unrecognized Compensation Cost (1) Weighted Average Remaining Vesting Period Q1 2020 1,109,777 0 to 2,219,554 $ 30,864 0.75 years Q1 2021 400,507 0 to 801,014 $ 32,577 1.75 years (1) Unrecognized compensation cost is based upon the maximum amount of shares that could vest |
Related party transactions (Tab
Related party transactions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Related party transactions [Abstract] | |
Due to/from Affiliates | The table below summarizes the balances outstanding with affiliates as of March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 Amounts due to affiliates $ 10,859 $ 8,980 Amounts due from affiliates 1,912 1,881 |
Organization (Details)
Organization (Details) | 3 Months Ended |
Mar. 31, 2021Segment | |
Organization [Abstract] | |
Number of operating segments | 1 |
Significant accounting polici_3
Significant accounting policies (Details) $ / shares in Units, $ in Millions | Aug. 07, 2020$ / sharesshares | Jun. 10, 2020shares | Mar. 01, 2019USD ($)$ / sharesshares | Feb. 04, 2019USD ($)$ / sharesshares | Mar. 31, 2021Obligation$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Basis of presentation and principles of consolidation [Abstract] | ||||||
Percentage of voting and non-economic interest | 88.00% | |||||
Percentage of economic interest in NFI | 88.00% | |||||
Exchange transactions completion date | Jun. 10, 2020 | |||||
Number of LLC shares converted to Corporate shares (in shares) | 1 | |||||
Par value per share (in dollars per share) | $ / shares | $ 0.01 | |||||
Revenue recognition [Abstract] | ||||||
Number of performance obligations | Obligation | 1 | |||||
Class A [Member] | ||||||
Basis of presentation and principles of consolidation [Abstract] | ||||||
Shares outstanding (in shares) | 175,320,414 | 174,600,000 | ||||
Shares issued in exchange of NFI units (in shares) | 144,342,572 | |||||
Par value per share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
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 | $ 257 | ||||
Shares outstanding (in shares) | 20,837,272 | |||||
Underwriting discounts and commissions | $ | $ 0.7 | |||||
Class B [Member] | ||||||
Basis of presentation and principles of consolidation [Abstract] | ||||||
Shares outstanding (in shares) | 0 | |||||
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 |
Revenue from contracts with c_3
Revenue from contracts with customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Revenue from contracts with customers [Abstract] | |||
Receivables, revenue from contracts with customers | $ 95,753 | $ 76,431 | |
Current expected credit losses | 203 | 98 | |
Contract with Customer, Asset and Liability [Abstract] | |||
Contract assets, net - current | 5,268 | 3,673 | |
Contract assets, net - non-current | 30,685 | 23,972 | |
Total contract assets, net | 35,953 | 27,645 | |
Contract liabilities | 10,704 | 8,399 | |
Revenue recognized in the year from [Abstract] | |||
Amounts included in contract liabilities at the beginning of the year | 942 | 6,542 | |
Contract assets net of current expected credit losses | 484 | 372 | |
Unbilled receivables net of current expected credit losses | 6,729 | ||
Unbilled receivables included in other current assets | 356 | ||
Unbilled receivables included in other non-current asset | 6,373 | ||
Disaggregation of Revenue [Abstract] | |||
Operating revenue | 91,196 | $ 63,502 | |
Other revenues | 54,488 | 11,028 | |
Revenue, Performance Obligation Satisfied over Time [Abstract] | |||
Remaining performance obligation | 10,478,395 | ||
Capitalized Contract Cost [Abstract] | |||
Capitalized contract costs | 11,434 | 11,276 | |
Other current assets | 604 | 588 | |
Other noncurrent assets | 10,830 | $ 10,688 | |
Development Services [Member] | |||
Disaggregation of Revenue [Abstract] | |||
Other revenues | 54,071 | 10,071 | |
Development Services [Member] | Natural Gas Used In Commissioning [Member] | |||
Disaggregation of Revenue [Abstract] | |||
Other revenues | 45,618 | ||
Lease and Other Revenue [Member] | |||
Disaggregation of Revenue [Abstract] | |||
Other revenues | 417 | $ 957 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |||
Revenue, Performance Obligation Satisfied over Time [Abstract] | |||
Remaining performance obligation | $ 278,546 | ||
Remaining performance obligation, expected timing of satisfaction, period | 9 months | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |||
Revenue, Performance Obligation Satisfied over Time [Abstract] | |||
Remaining performance obligation | $ 504,522 | ||
Remaining performance obligation, expected timing of satisfaction, period | 1 year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |||
Revenue, Performance Obligation Satisfied over Time [Abstract] | |||
Remaining performance obligation | $ 504,708 | ||
Remaining performance obligation, expected timing of satisfaction, period | 1 year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |||
Revenue, Performance Obligation Satisfied over Time [Abstract] | |||
Remaining performance obligation | $ 499,842 | ||
Remaining performance obligation, expected timing of satisfaction, period | 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 | $ 494,081 | ||
Remaining performance obligation, expected timing of satisfaction, period | 1 year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |||
Revenue, Performance Obligation Satisfied over Time [Abstract] | |||
Remaining performance obligation | $ 8,196,696 | ||
Remaining performance obligation, expected timing of satisfaction, period | 1 year |
Leases, Components of Operating
Leases, Components of Operating Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating lease cost [Abstract] | ||
Fixed lease cost | $ 11,745 | $ 10,267 |
Variable lease cost | 693 | 639 |
Short-term lease cost | 722 | 286 |
Lease cost - Cost of sales | 11,036 | 9,351 |
Lease cost - Operations and maintenance | 557 | 388 |
Lease cost - Selling, general and administrative | 1,567 | $ 1,453 |
Capitalized lease cost | $ 1,199 |
Leases, Lessee Operating Lease
Leases, Lessee Operating Lease Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Supplemental cash flow information related to leases [Abstract] | ||
Operating cash outflows for operating lease liabilities | $ 12,660 | $ 10,096 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 0 | $ 127,994 |
Leases, Future Payments Due und
Leases, Future Payments Due under Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Future minimum payments of operating lease liability [Abstract] | ||
Due remainder of 2021 | $ 30,754 | |
2022 | 29,931 | |
2023 | 18,719 | |
2024 | 17,866 | |
2025 | 10,680 | |
Thereafter | 50,019 | |
Total lease payments | 157,969 | |
Less: effects of discounting | 48,749 | |
Present value of lease liabilities | 109,220 | |
Current lease liability | 34,857 | $ 35,481 |
Non-current lease liability | $ 74,363 | $ 84,323 |
Weighted-average remaining lease term | 7 years 3 months 18 days | |
Weighted average discount rate | 8.40% | |
Noncancelable term for ISO tanks | 5 years | |
Fixed payments for lease components | $ 24,000 |
Leases, Property, Plant and Equ
Leases, Property, Plant and Equipment Subject to Operating Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment Subjected to Operating Lease [Abstract] | ||
Total property, plant and equipment, net | $ 607,003 | $ 614,206 |
Lessor [Member] | ||
Property, Plant and Equipment Subjected to Operating Lease [Abstract] | ||
Property, plant and equipment | 18,747 | 18,394 |
Accumulated depreciation | (1,189) | (932) |
Total property, plant and equipment, net | $ 17,558 | $ 17,462 |
Leases, Expected Future Lease P
Leases, Expected Future Lease Payments (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Financing leases, lease receivable, fiscal year maturity [Abstract] | |
Remainder of 2021 | $ 1,671 |
2022 | 2,149 |
2023 | 2,134 |
2024 | 2,135 |
2025 | 2,001 |
Thereafter | 5,705 |
Total | 15,795 |
Less: Imputed interest | 6,718 |
Present value of total lease receipts | 9,077 |
Current finance leases, net | 1,576 |
Non-current finance leases, net | 7,501 |
Operating lease, payments, fiscal year maturity [Abstract] | |
Reminder of 2021 | 220 |
2022 | 286 |
2023 | 288 |
2024 | 273 |
2025 | 234 |
Thereafter | 743 |
Total | $ 2,044 |
Fair value (Details)
Fair value (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | ||
Assets [Abstract] | ||||
Restricted cash | $ 19,072 | $ 27,814 | ||
Fair Value Adjustment and Currency Translation Adjustment [Abstract] | ||||
Fair value adjustment - (Gain) | (425) | $ (1,617) | ||
Currency translation adjustment - (Gain) | (1,664) | $ (537) | ||
Asset acquisition | 10,520 | |||
2025 Notes [Member] | ||||
Fair Value Adjustment and Currency Translation Adjustment [Abstract] | ||||
Fair value of notes | 1,285,588 | |||
Market Approach [Member] | ||||
Assets [Abstract] | ||||
Cash and cash equivalents | 360,130 | 601,522 | ||
Restricted cash | 19,072 | 27,814 | ||
Investment in equity securities | 2,143 | 1,256 | ||
Total | 381,345 | 630,592 | ||
Income Approach [Member] | ||||
Liabilities [Abstract] | ||||
Derivative liability | [1] | 20,692 | 10,716 | |
Equity agreement | [2] | 21,223 | 22,768 | |
Total | 41,915 | 33,484 | ||
Level 1 [Member] | Market Approach [Member] | ||||
Assets [Abstract] | ||||
Cash and cash equivalents | 360,130 | 601,522 | ||
Restricted cash | 19,072 | 27,814 | ||
Investment in equity securities | 294 | 256 | ||
Total | 379,496 | 629,592 | ||
Level 1 [Member] | Income Approach [Member] | ||||
Liabilities [Abstract] | ||||
Derivative liability | [1] | 0 | 0 | |
Equity agreement | [2] | 0 | 0 | |
Total | 0 | 0 | ||
Level 2 [Member] | Market Approach [Member] | ||||
Assets [Abstract] | ||||
Cash and cash equivalents | 0 | 0 | ||
Restricted cash | 0 | 0 | ||
Investment in equity securities | 0 | 0 | ||
Total | 0 | 0 | ||
Level 2 [Member] | Income Approach [Member] | ||||
Liabilities [Abstract] | ||||
Derivative liability | [1] | 0 | 0 | |
Equity agreement | [2] | 0 | 0 | |
Total | 0 | 0 | ||
Level 3 [Member] | Market Approach [Member] | ||||
Assets [Abstract] | ||||
Cash and cash equivalents | 0 | 0 | ||
Restricted cash | 0 | 0 | ||
Investment in equity securities | 1,849 | 1,000 | ||
Total | 1,849 | 1,000 | ||
Level 3 [Member] | Income Approach [Member] | ||||
Liabilities [Abstract] | ||||
Derivative liability | [1] | 20,692 | 10,716 | |
Equity agreement | [2] | 21,223 | 22,768 | |
Total | $ 41,915 | $ 33,484 | ||
[1] | Consideration due to the sellers in assets acquistions when certain contingent events occur. | |||
[2] | To be paid at the earlier of agreed-upon date or the date on which the valid planning permission is received as specified in the amended Shannon LNG Agreement. |
Restricted cash (Details)
Restricted cash (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Restricted cash [Abstract] | ||
Collateral for performance under customer agreements | $ 15,000 | $ 15,000 |
Collateral for LNG purchases | 2,916 | 11,664 |
Collateral for letters of credit and performance bonds | 906 | 900 |
Other restricted cash | 250 | 250 |
Total restricted cash | 19,072 | 27,814 |
Current restricted cash | 4,072 | 12,814 |
Non-current restricted cash | $ 15,000 | $ 15,000 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Inventory [Abstract] | |||
LNG and natural gas inventory | $ 18,213 | $ 13,986 | |
Automotive diesel oil inventory | 4,463 | 3,986 | |
Bunker fuel, materials, supplies and other | 5,355 | 4,888 | |
Total inventory | 28,031 | $ 22,860 | |
Inventory adjustments | $ 0 | $ 0 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Prepaid expenses and other current assets [Abstract] | ||
Prepaid LNG | $ 20,605 | $ 11,987 |
Prepaid expenses | 6,806 | 4,941 |
Due from affiliates (Note 20) | 1,912 | 1,881 |
Other current assets | 30,922 | 29,461 |
Total prepaid expenses and other current assets, net | $ 60,245 | $ 48,270 |
Construction in progress (Detai
Construction in progress (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Construction in Progress [Roll Forward] | ||
Balance at beginning of period | $ 234,037 | |
Additions | 105,761 | |
Transferred to property, plant and equipment, net or finance leases | (2,107) | |
Balance at end of period | 337,691 | |
Interest costs capitalized | $ 2,641 | $ 9,606 |
Property, plant and equipment_3
Property, plant and equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment, Net [Abstract] | |||
Accumulated depreciation | $ (72,229) | $ (62,475) | |
Total property, plant and equipment, net | 607,003 | 614,206 | |
Depreciation | 9,842 | $ 5,211 | |
Cost of Sales [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Depreciation | 270 | $ 227 | |
Terminal and Power Plant Equipment [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property, plant and equipment, gross | 189,197 | 188,855 | |
CHP Facilities [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property, plant and equipment, gross | 119,723 | 119,723 | |
Gas Terminals [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property, plant and equipment, gross | 120,810 | 120,810 | |
ISO Containers and Other Equipment [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property, plant and equipment, gross | 102,010 | 100,137 | |
LNG Liquefaction Facilities [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property, plant and equipment, gross | 63,213 | 63,213 | |
Gas Pipelines [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property, plant and equipment, gross | 58,974 | 58,974 | |
Land [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property, plant and equipment, gross | 16,582 | 16,246 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property, plant and equipment, gross | $ 8,723 | $ 8,723 |
Intangible assets (Details)
Intangible assets (Details) - USD ($) $ in Thousands | Mar. 11, 2021 | Jan. 12, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Intangible Assets, Net [Abstract] | |||||
Definite-Lived Intangible Assets, Accumulated Amortization | $ 2,810 | $ 2,628 | |||
Total Intangible Assets, Gross Carrying Amount | 68,744 | 48,730 | |||
Total Intangible Assets, Net Carrying Amount | $ 65,934 | $ 46,102 | |||
Weighted average remaining amortization period for intangible assets | 31 years | 37 years 6 months | |||
Amortization expense | $ 295 | $ 270 | |||
CH4 Energia Ltda. [Member] | |||||
Intangible Assets, Net [Abstract] | |||||
Asset acquisition | $ 4,245 | 5,776 | |||
Pecem Energia S.A. and Energetica Camacari Muricy II S.A. [Member] | |||||
Intangible Assets, Net [Abstract] | |||||
Asset acquisition | $ 16,585 | 16,585 | |||
Easements [Member] | |||||
Intangible Assets, Net [Abstract] | |||||
Indefinite-Lived Intangible Assets, Carrying Amount | 1,219 | $ 1,274 | |||
Permits [Member] | |||||
Intangible Assets, Net [Abstract] | |||||
Definite-Lived Intangible Assets, Gross Carrying Amount | 49,467 | 45,897 | |||
Definite-Lived Intangible Assets, Accumulated Amortization | 2,607 | 2,438 | |||
Definite-Lived Intangible Assets, Net Carrying Amount | $ 46,860 | $ 43,459 | |||
Definite-Lived Intangible Assets, Weighted Average Life | 38 years | 40 years | |||
Acquired Power Purchase Agreements [Member] | |||||
Intangible Assets, Net [Abstract] | |||||
Definite-Lived Intangible Assets, Gross Carrying Amount | $ 16,499 | ||||
Definite-Lived Intangible Assets, Accumulated Amortization | 0 | ||||
Definite-Lived Intangible Assets, Net Carrying Amount | $ 16,499 | ||||
Definite-Lived Intangible Assets, Weighted Average Life | 17 years | ||||
Easements [Member] | |||||
Intangible Assets, Net [Abstract] | |||||
Definite-Lived Intangible Assets, Gross Carrying Amount | $ 1,559 | $ 1,559 | |||
Definite-Lived Intangible Assets, Accumulated Amortization | 203 | 190 | |||
Definite-Lived Intangible Assets, Net Carrying Amount | $ 1,356 | $ 1,369 | |||
Definite-Lived Intangible Assets, Weighted Average Life | 30 years | 30 years |
Other non-current assets (Detai
Other non-current assets (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($)SalesContract | Dec. 31, 2020USD ($) | |
Other non-current assets [Abstract] | ||
Nonrefundable deposit | $ 30,728 | $ 28,509 |
Contract asset, net (Note 4) | 30,685 | 23,972 |
Cost to fulfill (Note 4) | 10,830 | 10,688 |
Unbilled receivables, net (Note 4) | 6,373 | 6,462 |
Upfront payments to customers | 10,501 | 6,330 |
Other | 25,023 | 10,069 |
Total other non-current assets, net | $ 114,140 | 86,030 |
Number of sales contracts | SalesContract | 2 | |
SAFE [Member] | ||
Other Assets, Noncurrent [Abstract] | ||
Investment in equity securities | $ 750 | $ 1,000 |
Accrued liabilities (Details)
Accrued liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Accrued liabilities [Abstract] | ||
Accrued development costs | $ 25,222 | $ 16,631 |
Accrued interest | 3,516 | 27,938 |
Accrued bonuses | 6,171 | 17,344 |
Other accrued expenses | 53,900 | 28,439 |
Total accrued liabilities | $ 88,809 | $ 90,352 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Long-term Debt, Current and Noncurrent [Abstract] | ||
Debt | $ 1,239,799 | $ 1,239,561 |
Senior Secured Notes, due September 15, 2025 [Member] | ||
Long-term Debt, Current and Noncurrent [Abstract] | ||
Debt | $ 1,239,799 | $ 1,239,561 |
Maturity date | Sep. 15, 2025 |
Debt, 2025 Senior Secured Notes
Debt, 2025 Senior Secured Notes (Details) - 2025 Senior Secured Notes [Member] - USD ($) $ in Thousands | Dec. 17, 2020 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 02, 2020 |
Senior Secured Notes [Abstract] | ||||
Debt instrument, issued | $ 250,000 | $ 1,000,000 | ||
Fixed interest rate | 6.75% | |||
Frequency of payments | semi-annually | |||
Maturity date | Sep. 15, 2025 | |||
Fees incurred | $ 17,937 | |||
Reduction in principal balance | $ 13,909 | |||
Remaining unamortized deferred financing costs | $ 10,201 | $ 6,501 | ||
Third party fees | $ 4,028 | |||
Proceeds from premium on issuance of secured debt | 13,125 | |||
Additional financing costs incurred | $ 4,436 |
Debt, The Credit Agreement (Det
Debt, The Credit Agreement (Details) - USD ($) $ in Thousands | Sep. 02, 2020 | Jan. 10, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2018 | Aug. 16, 2018 |
Credit Agreement [Abstract] | ||||||
Loss on extinguishment of debt | $ 0 | $ 9,557 | ||||
Credit Agreement [Member] | ||||||
Credit Agreement [Abstract] | ||||||
Aggregate principal amount | $ 800,000 | |||||
Debt maturity date | Jan. 15, 2023 | |||||
Variable interest rate | 6.25% | |||||
Increase in interest rate | 1.50% | |||||
Reduction in principal balance | $ 6,501 | $ 37,051 | ||||
Loss on extinguishment of debt | $ (16,310) | |||||
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 | ||||
Variable interest rate | 4.00% | |||||
Increase in interest rate | 0.50% | |||||
Proceeds used to extinguish debt | $ 495,000 | |||||
Loss on extinguishment of debt | $ 9,557 |
Debt, Term Loan Facility (Detai
Debt, Term Loan Facility (Details) $ in Thousands | Mar. 21, 2019USD ($) | Mar. 31, 2021USD ($)Extension | Mar. 31, 2020USD ($) | Dec. 31, 2018USD ($) | Aug. 16, 2018USD ($)Lender |
Term Loan Facility [Abstract] | |||||
Loss on extinguishment of debt | $ 0 | $ (9,557) | |||
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 | ||||
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% | ||||
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 | Sep. 21, 2020 | Jan. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 02, 2019 |
Senior Secured and Unsecured Bonds [Abstract] | ||||||
Loss on extinguishment of debt | $ 0 | $ (9,557) | ||||
Senior Secured Bonds [Member] | South Power [Member] | ||||||
Senior Secured and Unsecured Bonds [Abstract] | ||||||
Debt instrument, issued | $ 73,317 | |||||
Debt instrument, issuable upon completion of certain conditions | $ 63,000 | |||||
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 balloon payment due upon maturity | 50.00% | |||||
Senior Unsecured Bonds [Member] | South Power [Member] | ||||||
Senior Secured and Unsecured Bonds [Abstract] | ||||||
Debt instrument, issued | $ 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 | |||||
Loss on extinguishment of debt | $ (7,195) | |||||
Unamortized deferred financing costs, write-off | 3,594 | |||||
Prepayment Premium Paid to Bondholders | $ 3,601 |
Debt, Interest Expense (Details
Debt, Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Interest costs [Abstract] | ||
Amortization of debt issuance costs | $ 400 | $ 3,353 |
Total interest expense | 18,680 | 13,890 |
Debt [Member] | ||
Interest costs [Abstract] | ||
Interest per contractual rates | 20,834 | 18,874 |
Amortization of debt issuance costs | 487 | 4,622 |
Total interest costs | 21,321 | 23,496 |
Capitalized interest | 2,641 | 9,606 |
Total interest expense | $ 18,680 | $ 13,890 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | Jun. 10, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Loss before Income Taxes [Abstract] | |||
Percentage of NFI operations included in income tax provision | 100.00% | ||
Effective tax rate | 2.20% | 0.01% | |
Tax expense (benefit) | $ (877) | $ (4) | |
Income tax expense (benefit), discrete (benefit) | $ (3,010) | ||
Statutory tax rate | 21.00% | 21.00% | |
Uncertain tax positions | $ 0 |
Earnings per share (Details)
Earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Numerator [Abstract] | |||
Net loss | $ (39,509) | $ (60,223) | |
Less: net loss attributable to non-controlling interests | 1,606 | 51,757 | |
Net loss attributable to stockholders | $ (37,903) | $ (8,466) | |
Denominator [Abstract] | |||
Weighted-average shares-basic (in shares) | 176,500,576 | 26,029,492 | |
Weighted-average shares-diluted (in shares) | 176,500,576 | 26,029,492 | |
Net loss per share - basic (in dollars per share) | $ (0.21) | $ (0.32) | |
Net loss per share - diluted (in dollars per share) | $ (0.21) | $ (0.32) | |
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) | 1,333,529 | 147,868,159 | |
Dividend [Abstract] | |||
Dividend declared | $ 17,598 | ||
Dividend per share (in dollars per share) | $ 0.10 | ||
Dividend paid | $ 17,657 | $ 0 | |
Class B Shares [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 | 144,342,572 |
Unvested RSUs [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] | 869,262 | 1,890,125 |
Shannon Equity Agreement Shares [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] | 464,267 | 1,635,462 |
[1] | Class B shares at the end of the period are considered potentially dilutive Class A shares. In connection with the closing of the Exchange Transactions on June 10, 2020, all outstanding Class B shares were exchanged for Class A shares. | ||
[2] | Represents the number of instruments outstanding at the end of the period. | ||
[3] | Class A common stock 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 | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Restricted Stock Units [Member] | |||
Number of Shares [Roll Forward] | |||
Non-vested RSUs, beginning balance (in shares) | 1,538,060 | ||
Granted (in shares) | 0 | ||
Vested (in shares) | (665,781) | ||
Forfeited (in shares) | (3,017) | ||
Non-vested RSUs, ending balance (in shares) | 869,262 | ||
Weighted Average Grant Date Fair Value Per Share [Abstract] | |||
Non-vested RSUs, beginning balance (in dollars per share) | $ 13.49 | ||
Granted (in dollars per share) | 0 | ||
Vested and shares issued (in dollars per share) | 13.54 | ||
Forfeited (in dollars per share) | 13.51 | ||
Non-vested RSUs, ending balance (in dollars per share) | $ 13.45 | ||
Share-based Payment Arrangement [Abstract] | |||
Share-based compensation expense | $ 1,770 | $ 2,508 | |
Compensation expense recognized for forfeited RSU awards | 0 | 61 | |
Unrecognized compensation cost | $ 6,400 | ||
Weighted-average remaining vesting period of non-vested stock (in years) | 1 year 18 days | ||
Restricted Stock Units [Member] | Operations and Maintenance [Member] | |||
Share-based Payment Arrangement [Abstract] | |||
Share-based compensation expense | $ 222 | 237 | |
Restricted Stock Units [Member] | Selling, General and Administrative Expenses [Member] | |||
Share-based Payment Arrangement [Abstract] | |||
Share-based compensation expense | $ 1,548 | $ 2,271 | |
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] | Employees and Non-employees [Member] | |||
Number of Shares [Roll Forward] | |||
Granted (in shares) | 400,507 | 1,109,777 | |
Share-based Payment Arrangement [Abstract] | |||
Unrecognized compensation cost | [1] | $ 32,577 | $ 30,864 |
Weighted-average remaining vesting period of non-vested stock (in years) | 1 year 9 months | 9 months | |
Performance Share Units [Member] | Minimum [Member] | Employees and Non-employees [Member] | |||
Number of Shares [Roll Forward] | |||
Vested (in shares) | 0 | 0 | |
Performance Share Units [Member] | Maximum [Member] | Employees and Non-employees [Member] | |||
Number of Shares [Roll Forward] | |||
Vested (in shares) | (801,014) | (2,219,554) | |
[1] | Unrecognized compensation cost is based upon the maximum amount of shares that could vest |
Related party transactions (Det
Related party transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Related party transaction [Abstract] | |||
Administrative and general expenses | $ 1,927 | $ 2,231 | |
Amount due to affiliates | 10,859 | $ 8,980 | |
Charter costs | 1,609 | 1,239 | |
Lease liability | 109,220 | ||
Amounts due from affiliates | 1,912 | 1,881 | |
Rent and administrative expenses | 153 | ||
Rent and office related expenses incurred by affiliate | 359 | 204 | |
Noncurrent Lease Liabilities [Member] | |||
Related party transaction [Abstract] | |||
Lease liability | $ 3,288 | ||
DevTech Investment [Member] | |||
Related party transaction [Abstract] | |||
Minority interest percentage in exchange for cash consideration | 10.00% | ||
Percentage of note payable purchased by affiliate | 10.00% | ||
Note payable due | $ 715 | 715 | |
Interest expense on note payable | 21 | 19 | |
Amounts due from affiliates | 343 | 343 | |
Fortress [Member] | |||
Related party transaction [Abstract] | |||
Amount due to affiliates | 7,145 | 5,535 | |
Fortress Affiliate [Member] | |||
Related party transaction [Abstract] | |||
Amount due to affiliates | 554 | 472 | |
Florida East Coast Industries [Member] | |||
Related party transaction [Abstract] | |||
Amount due to affiliates | 0 | 316 | |
Florida East Coast Industries [Member] | Land [Member] | Operations and Maintenance [Member] | |||
Related party transaction [Abstract] | |||
Lease expense | 126 | 103 | |
Fortress Affiliated Entities [Member] | |||
Related party transaction [Abstract] | |||
Amount due to affiliates | 3,160 | 2,657 | |
Amounts due from affiliates | 1,210 | $ 1,334 | |
Rent and administrative expenses | $ 803 | $ 1,165 |
Related party transactions, Due
Related party transactions, Due to/from Affiliates (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Related party transactions [Abstract] | ||
Amounts due to affiliates | $ 10,859 | $ 8,980 |
Amounts due from affiliates | $ 1,912 | $ 1,881 |
Asset acquisitions (Details)
Asset acquisitions (Details) - USD ($) $ in Thousands | Mar. 11, 2021 | Jan. 12, 2021 | Mar. 31, 2021 |
CH4 Energia Ltda. [Member] | |||
Business Combination, Description [Abstract] | |||
Percentage of outstanding shares acquired | 100.00% | ||
Cash consideration at date of merger | $ 903 | ||
Maximum future payments contingent on achieving certain construction milestones | 3,600 | ||
Fair value of contingent payments | 3,047 | ||
Goodwill | 0 | ||
Acquisition related costs | 295 | ||
Total purchase consideration | 4,245 | $ 5,776 | |
Deferred tax liability recognized on acquisition | $ 1,531 | ||
Pecem Energia S.A. and Energetica Camacari Muricy II S.A. [Member] | |||
Business Combination, Description [Abstract] | |||
Cash consideration at date of merger | $ 8,041 | ||
Maximum future payments contingent on achieving certain construction milestones | 10,500 | ||
Fair value of contingent payments | 7,473 | ||
Goodwill | 0 | ||
Acquisition related costs | 1,275 | ||
Total purchase consideration | $ 16,585 | $ 16,585 | |
Term of power purchase agreements | 15 years | ||
Maximum future payments payable to shareholders | $ 4,600 | ||
Pecem Energia S.A. [Member] | |||
Business Combination, Description [Abstract] | |||
Percentage of outstanding shares acquired | 100.00% | ||
Energetica Camacari Muricy II S.A. [Member] | |||
Business Combination, Description [Abstract] | |||
Percentage of outstanding shares acquired | 100.00% |
Subsequent events (Details)
Subsequent events (Details) - Subsequent Events [Member] - USD ($) $ / shares in Units, $ in Millions | Apr. 15, 2021 | Apr. 12, 2021 |
Senior Secured Notes, due 2026 [Member] | ||
Merger Agreement [Abstract] | ||
Maturity date | Dec. 31, 2026 | |
Fixed interest rate | 6.50% | |
Percentage of notes issued | 100.00% | |
Senior Secured Revolving Facility [Member] | ||
Merger Agreement [Abstract] | ||
Aggregate principal amount | $ 200 | |
Debt instrument term | 5 years | |
Senior Secured Revolving Facility [Member] | LIBOR [Member] | ||
Merger Agreement [Abstract] | ||
Term of variable rate | 3 months | |
Private Offering [Member] | Senior Secured Notes, due 2026 [Member] | ||
Merger Agreement [Abstract] | ||
Aggregate principal amount | $ 1,500 | |
Hygo Merger Agreement [Member] | Class A Common Stock [Member] | ||
Merger Agreement [Abstract] | ||
Cash consideration at date of merger | $ 580 | |
Number of common stock, shares issuable upon merger transaction (in shares) | 31,372,549 | |
GMLP Merger Agreement [Member] | ||
Merger Agreement [Abstract] | ||
Purchase price (in dollars per share) | $ 3.55 | |
Outstanding membership interests amount | $ 251 |