United States securities and exchange commission logo
December 22, 2022
Christopher Guinta
Chief Financial Officer
New Fortress Energy Inc.
111 W. 19th Street, 8th Floor
New York, NY 10011
Re: New Fortress Energy
Inc.
Form 10-K for the
Fiscal Year ended December 31, 2021
Filed March 1, 2022
File No. 001-38790
Dear Christopher Guinta:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2021
Business and Properties
Our Shipping Assets, page 7
1. We note your
disclosures on pages 3 and 7 indicating that you have a fleet of 20 vessels
used in your marine
operations, including seven regasification units (FSRUs), which range
in size from 125,000 to
170,000 cubic meters, and eleven liquefied natural gas carriers
(LNGCs), which range in
size from 6,500 to 174,000 cubic meters.
We understand that some
vessels are owned while others are held under charter
agreements; some are
used in your operations, while others are under charters for use by
third parties; and that
some are assigned to your Terminals and Infrastructure operating
segment, while others
are assigned to your Ships operating segment.
Christopher Guinta
FirstName LastNameChristopher Guinta
New Fortress Energy Inc.
Comapany22,
December NameNew
2022 Fortress Energy Inc.
December
Page 2 22, 2022 Page 2
FirstName LastName
Given your disclosures stating that FSRUs are "critical to service the
demands of our
large-scale downstream customers" and LNGCs "transport cargoes from
ports, FSRUs and
FSUs to other downstream facilities," it appears that further details
of the individual
shipping assets would more adequately inform as to the suitability,
adequacy, productive
capacity, and extent of utilization, consistent with Item 102 of
Regulation S-K.
For example, using a tabulation or incremental narratives, such
details may include the
vessel name, type of vessel, capacity, form of ownership or manner
possession, location of
deployment, operating segment, type of charter arrangement, and
expiration date.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Our Development Projects, page 55
2. We note that you have provided a brief description of various
development projects under
this heading and on pages 5 and 6 in your Business and Properties
section. Please expand
your discussion and analysis to provide further details regarding each
project, as necessary
to reflect the status of the project at the reporting date.
For example, include the estimated timeframe for completion,
uncertainties regarding the
timeframe, project feasibility, or ability to obtain financing,
essential or key milestones,
permitting or contracting requirements, and the estimated total and
incremental project
costs and the anticipated source of funds, while clarifying such needs
on both a short-term
and long-term basis, consistent with Item 303(b)(1) of Regulation S-K.
Recent Developments
Cargo Sales, page 56
3. We note your disclosures under this heading and in subsequent interim
reports explaining
that during the second half of 2021 and during the interim periods of
2022, your sales of
LNG cargos have had a significant impact on your results of
operations, and that you have
sourced the LNG cargos under supply contracts that were intended to
satisfy requirements
at your Montego Bay Facility, Old Harbour Facility, San Juan Facility,
La Paz Facility
and Puerto Sandino Facility over the next six years.
Please expand your discussion and analysis to address the following
points.
Describe the implications of no longer having all of your
forecasted LNG
requirements covered by supply commitments.
Explain how you were able to divert deliveries of LNG under the
supply agreements
for sale rather than use, e.g. whether you advanced deliveries
that were scheduled for
later periods, or sold positions with the delivery dates
unchanged.
Describe the extent to which quantities of LNG covered by the
supply agreements are
contractually designated for delivery in certain periods, and the
circumstances under
Christopher Guinta
FirstName LastNameChristopher Guinta
New Fortress Energy Inc.
Comapany22,
December NameNew
2022 Fortress Energy Inc.
December
Page 3 22, 2022 Page 3
FirstName LastName
which you are able to shift scheduled deliveries within the six
year period.
Describe your plans to either purchase LNG volumes in the
market, or to enter into
new supply agreements as a result of your cargo sales, in order
to restore your
position relative to the needs of your facilities.
Quantify the extent to which you have increased your exposure
to variability in LNG
and natural gas prices, in terms of the anticipated volumes and
the periods in which
they would need to be acquired.
4. We note that you recently began reporting proceeds from LNG cargo
sales as revenues in
liquidating positions under your commodity purchase contract to
benefit from recent
increases in commodity prices relative to the contractual prices.
Please explain to us how you considered the definition of revenue in
the FASB Master
Glossary, i.e. inflows from delivering or producing goods, rendering
services, or other
activities that constitute the entity's ongoing major or central
operations, and the guidance
in Rule 5-03.1, 7 and 9, in characterizing the proceeds as revenues.
5. We note your disclosure on page 66 indicating that your commitments to
purchase LNG
and natural gas "are principally take-or-pay contracts, which require
the purchase of
minimum quantities of LNG and natural gas" and are designed to assure
sources of supply
not in excess of normal requirements, although on page 76 you appear
to augment that
disclosure in explaining that your supply arrangements also allow you
to "participate in
the opportunities created by market disruptions" as evidenced by
multiple sales of
committed cargos in the market during 2021 and the subsequent interim
periods.
We note that you describe some derivative contracts on page F-18, and
explain that
these are accounted for at fair value unless the contracts qualify for
the Normal Purchases
and Normal Sales scope exception. However, you do not mention or
explain how you are
accounting for the LNG and natural gas purchase contracts in
conjunction with this policy
disclosure or in tabulating instruments that are subject to fair value
accounting on page F-
31. We see that you report purchase commitments amounting to $5.3
billion on page 65,
which include these contracts along with obligations under
engineering, procurement and
construction agreements for which a notice to proceed has been issued.
Tell us how you have assessed the LNG and natural gas purchase
contracts under FASB
ASC 815 and whether you have relied upon the Normal Purchases and
Normal Sales
scope exception and compiled documentation in accordance with FASB ASC
815-10-15-
37 and 38. If this is the case, please explain how your decision to
engage in cargo sales
has not jeopardized your previous accounting assessments, considering
the guidance in
FASB ASC 815-10-15-35 and 41, if this is your view.
Christopher Guinta
New Fortress Energy Inc.
December 22, 2022
Page 4
Results of Operations, page 58
6. We note your disclosure on page 60 explaining that Cost of sales for
the Terminals and
Infrastructure operating segment includes costs to procure feedgas or
LNG, shipping and
logistics costs to deliver LNG or natural gas to your facilities, and
costs to convert natural
gas to LNG, including labor, depreciation and other direct costs to
operate your Miami
Facility; and you report Cost of sales of zero for your Ships
operating segment.
Given the composition of your Segment Operating Margin, as illustrated
on pages 58, F-
53 and F-54, in comparison to the details on pages F-6 and F-8, it
appears that a
significant portion of depreciation and amortization expense has been
excluded from your
Cost of sales and Segment Operating Margin measures.
Unless you are able to demonstrate why depreciation and amortization
associated with all
of the facilities and ships utilized in your revenue generating
operations would not be
attributable to Cost of sales to comply with GAAP, it appears that you
would need to
revise your financial presentation to either include the applicable
amounts or to provide
the parenthetical labeling indicated in SAB Topic 11:B.
However, if you retain the Cost of sales measures as currently
presented, it appears that
your consolidated operating margin would be considered a non-GAAP
measure for which
you would also need to provide the disclosures required by Item 10(e)
of Regulation S-K,
including a reconciliation to the most directly comparable GAAP
measure, which we
would view as gross margin in accordance with GAAP.
Please advise us of your position with respect to the observations
outlined above and the
revisions that you propose to address these concerns.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Jenifer Gallagher, Staff Accountant at (202) 551-3706 or
Karl Hiller,
Branch Chief at (202) 551-3686 with any questions.
FirstName LastNameChristopher Guinta Sincerely,
Comapany NameNew Fortress Energy Inc.
Division of
Corporation Finance
December 22, 2022 Page 4 Office of
Energy & Transportation
FirstName LastName