ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
on which registered
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company
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Emerging growth company
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1
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2
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3
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Items 1 and 2.
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3
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Item 1A.
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17
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Item 1B.
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50 | ||
Item 3.
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50 | ||
Item 4.
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50 | ||
51 | |||
Item 5.
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51 | ||
Item 6.
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52
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Item 7.
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53
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Item 7A.
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77
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Item 8.
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78
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Item 9.
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78
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Item 9A.
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78
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Item 9B.
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79
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Item 9C.
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79
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80
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Item 10.
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80
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Item 11.
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80
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Item 12.
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80 | ||
Item 13.
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80
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Item 14.
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80 | ||
81 | |||
Item 15.
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81
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Item 16.
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85 | ||
86
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ADO
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automotive diesel oil
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Bcf/yr
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billion cubic feet per year
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Btu
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the amount of heat required to raise the temperature of one avoirdupois pound of pure water from 59 degrees Fahrenheit to 60 degrees Fahrenheit at an absolute
pressure of 14.696 pounds per square inch gage
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CAA
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Clean Air Act
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CERCLA
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Comprehensive Environmental Response, Compensation and Liability Act
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CWA
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Clean Water Act
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DOE
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U.S. Department of Energy
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DOT
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U.S. Department of Transportation
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EPA
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U.S. Environmental Protection Agency
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FTA countries
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countries with which the United States has a free trade agreement providing for national treatment for trade in natural gas
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GAAP
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generally accepted accounting principles in the United States
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GHG
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greenhouse gases
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GSA
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gas sales agreement
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Henry Hub
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a natural gas pipeline located in Erath, Louisiana that serves as the official delivery location for futures contracts on the New York Mercantile Exchange
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ISO container
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International Organization of Standardization, an intermodal container
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LNG
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natural gas in its liquid state at or below its boiling point at or near atmospheric pressure
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MMBtu
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one million Btus, which corresponds to approximately 12.1 LNG gallons
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mtpa
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metric tons per year
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MW
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megawatt. We estimate 2,500 LNG gallons would be required to produce one megawatt.
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NGA
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Natural Gas Act of 1938, as amended
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non-FTA countries
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countries without a free trade agreement with the United States providing for national treatment for trade in natural gas and with which trade is permitted
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OPA
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Oil Pollution Act
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OUR
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Office of Utilities Regulation (Jamaica)
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PHMSA
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Pipeline and Hazardous Materials Safety Administration
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PPA
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power purchase agreement
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SSA
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steam supply agreement
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TBtu
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one trillion Btus, which corresponds to approximately 12,100,000 LNG gallons
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• |
our limited operating history;
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the results of our subsidiaries, affiliates, joint ventures and special purpose entities in which we invest and their ability to make dividends or distributions to us;
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construction and operational risks related to our facilities and assets, including cost overruns and delays;
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complex regulatory and legal environments related to our business, assets and operations, including actions by governmental entities or changes to regulation or legislation, in particular related to our permits, approvals and
authorizations for the construction and operation of our facilities;
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delays or failure to obtain and maintain approvals and permits from governmental and regulatory agencies;
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failure to maintain sufficient working capital for the development and operation of our business and assets;
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failure to obtain a return on our investments for the development of our projects and assets and the implementation of our business strategy;
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failure to convert our customer pipeline into actual sales;
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lack of asset, geographic or customer diversification, including loss of one or more of our customers;
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competition from third parties in our business;
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failure of LNG or natural gas to be a competitive source of energy in the markets in which we operate, and seek to operate;
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cyclical or other changes in the demand for and price of LNG and natural gas;
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inability to procure LNG at necessary quantities or at favorable prices to meet customer demand, or otherwise to manage LNG supply and price risks, including hedging arrangements;
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inability to successfully develop and implement our technological solutions;
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inability to service our debt and comply with our covenant restrictions;
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inability to obtain additional financing to effect our strategy;
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inability to successfully complete mergers, sales, divestments or similar transactions related to our businesses or assets or to integrate such businesses or assets and realize the anticipated benefits, including with respect to the
Mergers;
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economic, political, social and other risks related to the jurisdictions in which we do, or seek to do, business;
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weather events or other natural or manmade disasters or phenomena;
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the extent of the global COVID-19 pandemic or any other major health and safety incident;
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increased labor costs, disputes or strikes, and the unavailability of skilled workers or our failure to attract and retain qualified personnel;
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the tax treatment of, or changes in tax laws applicable to, us or our business or of an investment in our Class A shares; and
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other risks described in the “Risk Factors” section of this Annual Report.
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Items 1 and 2. |
Business and Properties
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our LNG storage and regasification facility at the Port of Montego Bay, Jamaica (the “Montego Bay Facility”),
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our marine LNG storage and regasification facility in Old Harbour, Jamaica (the “Old Harbour Facility” and, together with the Montego Bay Facility, the “Jamaica Facilities”),
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our landed micro-fuel handling facility in San Juan, Puerto Rico (the “San Juan Facility”),
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our marine LNG storage and regasification facility in Sergipe, Brazil (the “Sergipe Facility”),
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our LNG receiving facility in La Paz, Mexico (the “La Paz” Facility”), and
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at our Miami Facility.
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collecting and analyzing diversity data;
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conducting harassment trainings; and
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expanding employee benefits to include additional health programs such as mental health support and medical concierge services.
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Item 1A. |
Risk Factors
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We may be unable to successfully integrate the businesses and realize the anticipated benefits of the Mergers;
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We have a limited operating history, which may not be sufficient to evaluate our business and prospects;
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We are a holding company and our operational and consolidated financial results are dependent on the results of our subsidiaries, affiliates, joint ventures and special purpose entities in which we invest;
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Our ability to implement our business strategy may be materially and adversely affected by many known and unknown factors;
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We are subject to various construction risks;
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Operation of our infrastructure, facilities and vessels involves significant risks;
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We operate in a highly regulated environment and our operations could be adversely affected by actions by governmental entities or changes to regulations and legislation;
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Failure to obtain and maintain permits, approvals and authorizations from governmental and regulatory agencies and third parties on favorable terms could impede operations and construction;
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When we invest significant capital to develop a project, we are subject to the risk that the project is not successfully developed and that our customers do not fulfill their payment obligations to us following our capital investment in
a project;
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Failure to maintain sufficient working capital could limit our growth and harm our business, financial condition and results of operations;
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Our ability to generate revenues is substantially dependent on our current and future long-term agreements and the performance by customers under such agreements;
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Our current lack of asset and geographic diversification could have an adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects;
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Because we are currently dependent upon a limited number of customers, the loss of a significant customer could adversely affect our operating results;
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Competition in the LNG industry is intense, and some of our competitors have greater financial, technological and other resources than we currently possess;
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Failure of LNG to be a competitive source of energy in the markets in which we operate, and seek to operate, could adversely affect our expansion strategy;
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Cyclical or other changes in the demand for and price of LNG and natural gas may adversely affect our business and the performance of our customers;
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We may not be able to purchase or receive physical delivery of LNG or natural gas in sufficient quantities and/or at economically attractive prices to satisfy our delivery obligations under the GSAs, PPAs and SSAs;
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We seek to develop innovative and new technologies as part of our strategy that are not yet proven and may not realize the time and cost savings we expect to achieve;
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We have incurred, and may in the future incur, a significant amount of debt;
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Our business is dependent upon obtaining substantial additional funding from various sources, which may not be available or may only be available on unfavorable terms;
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We may engage in mergers, sales and acquisitions, reorganizations or similar transactions related to our businesses or assets in the future and we may fail to successfully complete such transaction or to realize the expected value;
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Weather events or other natural or manmade disasters or phenomena, some of which may be adversely impacted by global climate change, could have a material adverse effect on our operations and projects, as well as on the economies in the
markets in which we operate or plan to operate;
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We are unable to predict the extent to which the global COVID-19 pandemic will negatively affect our operations, financial performance, nor our ability to achieve our strategic objectives. We are also unable to predict how this global
pandemic may affect our customers and suppliers;
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We may experience increased labor costs and regulation, and the unavailability of skilled workers or our failure to attract and retain qualified personnel, as well as our ability to comply with such labor laws, could adversely affect;
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We are subject to the economic, political, social and other conditions in the jurisdictions in which we operate;
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Our financial condition and operating results may be adversely affected by foreign exchange fluctuations;
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A change in tax laws in any country in which we operate could adversely affect us;
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A small number of our original investors have the ability to direct the voting of a majority of our stock, and their interests may conflict with those of our other stockholders; and
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The declaration and payment of dividends to holders of our Class A common stock is at the discretion of our board of directors and there can be no assurance that we will continue to pay dividends in amounts or on a basis consistent with
prior distributions to our investors, if at all.
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managing a larger company;
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attracting, motivating and retaining management personnel and other key employees;
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the possibility of faulty assumptions underlying expectations regarding the integration process;
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retaining existing business and operational relationships and attracting new business and operational relationships;
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consolidating corporate and administrative infrastructure and eliminating duplicative operations;
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coordinating geographically separate organizations;
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unanticipated issues in integrating information technology, communications and other systems; and
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unanticipated changes in federal or state laws or regulations.
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inability to achieve our target costs for the purchase, liquefaction and export of natural gas and/or LNG and our target pricing for long-term contracts;
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failure to develop strategic relationships;
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failure to develop cost-effective logistics solutions;
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failure to manage expanding operations in the projected timeframe;
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inability to develop infrastructure in a timely and cost-effective manner;
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increases in competition which could increase our costs and undermine our profits;
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inability to source LNG and/or natural gas in sufficient quantities and/or at economically attractive prices;
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failure to anticipate and adapt to new trends in the energy sector;
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increases in operating costs, including the need for capital improvements, insurance premiums, general taxes, real estate taxes and utilities, affecting our profit margins;
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failure to win new bids or contracts on the terms, size and within the time frame we need to execute our business strategy;
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failure to obtain required governmental and regulatory approvals for the construction and operation of these projects and other relevant approvals;
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unfavorable laws and regulations, changes in laws or unfavorable interpretation or application of laws and regulations; and
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uncertainty regarding the timing, pace and extent of an economic recovery in the United States, the other jurisdictions in which we operate and elsewhere, which in turn will likely affect demand for crude oil and natural gas.
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engineering, environmental or geological problems;
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shortages or delays in the delivery of equipment and supplies;
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government or regulatory approvals, permits or other authorizations;
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failure to meet technical specifications or adjustments being required based on testing or commissioning;
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construction accidents that could result in personal injury or loss of life;
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lack of adequate and qualified personnel to execute the project;
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weather interference; and
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potential labor shortages, work stoppages or labor union disputes.
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performing below expected levels of efficiency or capacity or required changes to specifications for continued operations;
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breakdowns or failures of equipment or shortages or delays in the delivery of supplies;
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operational errors by trucks, including trucking accidents while transporting natural gas, LNG or any other chemical or hazardous substance;
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tankers or tug operators;
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operational errors by us or any contracted facility, port or other operator of related infrastructure;
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failure to maintain the required government or regulatory approvals, permits or other authorizations;
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accidents that could result in personal injury or loss of life;
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lack of adequate and qualified personnel;
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potential labor shortages, work stoppages or labor union disputes;
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weather-related or natural disaster interruptions of operations;
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pollution or environmental contamination affecting operation;
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inability, or failure, of any counterparty to any facility-related agreements to perform their contractual obligations;
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decreased demand by our customers, including as a result of the COVID-19 pandemic; and
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planned and unplanned power outages or failures to supply due to scheduled or unscheduled maintenance.
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upon the occurrence of certain events of force majeure;
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if we fail to make available specified scheduled cargo quantities;
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the occurrence of certain uncured payment defaults;
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the occurrence of an insolvency event;
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the occurrence of certain uncured, material breaches; and
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if we fail to commence commercial operations or achieve financial close within the agreed timeframes.
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increases in worldwide LNG production capacity and availability of LNG for market supply;
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increases in demand for natural gas but at levels below those required to maintain current price equilibrium with respect to supply;
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increases in the cost to supply natural gas feedstock to our liquefaction projects;
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increases in the cost to supply LNG feedstock to our Facilities;
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• |
decreases in the cost of competing sources of natural gas, LNG or alternate fuels such as coal, heavy fuel oil and ADO;
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decreases in the price of LNG; and
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displacement of LNG or fossil fuels more broadly by alternate fuels or energy sources or technologies (including but not limited to nuclear, wind, solar, biofuels and batteries) in locations where access to these energy sources is not
currently available or prevalent.
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• |
additions to competitive regasification capacity in North America, Brazil, Europe, Asia and other markets, which could divert LNG or natural gas from our business;
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• |
imposition of tariffs by China or any other jurisdiction on imports of LNG from the United States;
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• |
insufficient or oversupply of natural gas liquefaction or export capacity worldwide;
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• |
insufficient LNG tanker capacity;
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• |
weather conditions and natural disasters;
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• |
reduced demand and lower prices for natural gas;
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increased natural gas production deliverable by pipelines, which could suppress demand for LNG;
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• |
decreased oil and natural gas exploration activities, including shut-ins and possible proration, which may decrease the production of natural gas;
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• |
cost improvements that allow competitors to offer LNG regasification services at reduced prices;
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• |
changes in supplies of, and prices for, alternative energy sources, such as coal, oil, nuclear, hydroelectric, wind and solar energy, which may reduce the demand for natural gas;
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• |
changes in regulatory, tax or other governmental policies regarding imported or exported LNG, natural gas or alternative energy sources, which may reduce the demand for imported or exported LNG and/or natural gas;
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• |
political conditions in natural gas producing regions;
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• |
adverse relative demand for LNG compared to other markets, which may decrease LNG imports into or exports from North America; and
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• |
cyclical trends in general business and economic conditions that cause changes in the demand for natural gas.
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• |
prevailing economic conditions in the natural gas and energy markets;
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• |
a substantial or extended decline in demand for LNG;
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• |
increases in the supply of vessel capacity without a commensurate increase in demand;
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• |
the size and age of a vessel; and
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• |
the cost of retrofitting, steel or modifying existing vessels, as a result of technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, customer requirements or
otherwise.
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• |
a shift in our investor base;
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• |
our quarterly or annual earnings, or those of other comparable companies;
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• |
actual or anticipated fluctuations in our operating results;
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• |
changes in accounting standards, policies, guidance, interpretations or principles;
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• |
announcements by us or our competitors of significant investments, acquisitions or dispositions;
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the failure of securities analysts to cover our Class A common stock;
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changes in earnings estimates by securities analysts or our ability to meet those estimates;
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the operating and share price performance of other comparable companies;
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overall market fluctuations;
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general economic conditions; and
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developments in the markets and market sectors in which we participate.
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a majority of the board of directors consist of independent directors as defined under the rules of Nasdaq;
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the nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
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the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
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dividing our board of directors into three classes of directors, with each class serving staggered three-year terms;
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providing that any vacancies may, except as otherwise required by law, or, if applicable, the rights of holders of a series of preferred stock, only be filled by the affirmative vote of a majority of directors then in office, even if
less than a quorum (provided that vacancies that results from newly created directors requires a quorum);
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permitting special meetings of our stockholders to be called only by (i) the chairman of our board of directors, (ii) a majority of our board of directors, or (iii) a committee of our board of directors that has been duly designated by
the board of directors and whose powers include the authority to call such meetings;
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prohibiting cumulative voting in the election of directors;
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• |
establishing advance notice provisions for stockholder proposals and nominations for elections to the board of directors to be acted upon at meetings of the stockholders; and
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providing that the board of directors is expressly authorized to adopt, or to alter or repeal our certain provisions of our organizational documents to the extent permitted by law.
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Item 1B. |
Unresolved Staff Comments.
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Item 3. |
Legal Proceedings.
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Item 4. |
Mine Safety Disclosures.
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Item 5. |
Market for the Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.
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Cumulative Total Return Percentage
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||||
Company / Index
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January 31, 2019(1)
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December 2019(2)
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December 2020(2)
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December 2021(2)
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NFE
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100.0%
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19.9%
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312.4%
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88.0%
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S&P 500
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100.0%
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19.5%
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38.9%
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76.3%
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iShares Global Clean Energy ETF Index (“ICLN”)
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100.0%
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25.6%
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203.8%
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130.3%
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Vanguard Energy ETF (“VDE”)
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100.0%
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-2.2%
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-34.5%
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2.3%
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(1)
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Date of the IPO
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(2)
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Last trading day of the month
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Item 6. |
Reserved.
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Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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Year Ended December 31, 2021
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||||||||||||||||||||
(in thousands of $)
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Terminals and
Infrastructure⁽¹⁾
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Ships⁽²⁾
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Total Segment
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Consolidation
and Other⁽³⁾
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Consolidated
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|||||||||||||||
Statement of operations:
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||||||||||||||||||||
Total revenues
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$
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1,366,142
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$
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329,608
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$
|
1,695,750
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$
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(372,940
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)
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$
|
1,322,810
|
|||||||||
Cost of sales
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789,069
|
-
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789,069
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(173,059
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)
|
616,010
|
||||||||||||||
Vessel operating expenses
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3,442
|
64,385
|
67,827
|
(16,150
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)
|
51,677
|
||||||||||||||
Operations and maintenance
|
92,424
|
-
|
92,424
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(19,108
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)
|
73,316
|
||||||||||||||
Segment Operating Margin
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$
|
481,207
|
$
|
265,223
|
$
|
746,430
|
$
|
(164,623
|
)
|
$
|
581,807
|
Year Ended December 31, 2021
|
||||||||||||
(in thousands of $)
|
2021
|
2020
|
Change
|
|||||||||
Statement of operations:
|
||||||||||||
Total revenues
|
$
|
1,366,142
|
$
|
451,650
|
$
|
914,492
|
||||||
Cost of sales
|
789,069
|
278,767
|
510,302
|
|||||||||
Vessel operating expenses
|
3,442
|
-
|
3,442
|
|||||||||
Operations and maintenance
|
92,424
|
47,581
|
44,843
|
|||||||||
Segment Operating Margin
|
$
|
481,207
|
$
|
125,302
|
$
|
355,905
|
Year Ended December 31,
|
||||||||||||
(in millions of gallons)
|
2021
|
2020
|
Change
|
|||||||||
Old Harbour Facility
|
211.2
|
192.2
|
19.0
|
|||||||||
Montego Bay Facility
|
84.0
|
94.2
|
(10.2
|
)
|
||||||||
San Juan Power Plant
|
184.0
|
129.5
|
54.5
|
|||||||||
Other
|
16.9
|
12.9
|
4.0
|
|||||||||
Total volumes delivered in the current period
|
496.1
|
428.8
|
67.3
|
Year Ended December 31,
|
||||||||||||
(in TBtu)
|
2021
|
2020
|
Change
|
|||||||||
Old Harbour Power Plant
|
17.5
|
15.9
|
1.6
|
|||||||||
Montego Bay Facility
|
7.1
|
7.9
|
(0.8
|
)
|
||||||||
San Juan Power Plant
|
14.9
|
10.7
|
4.2
|
|||||||||
Other
|
2.3
|
1.1
|
1.2
|
|||||||||
Total volumes delivered in the current period
|
41.8
|
35.6
|
6.2
|
• |
Sales at the Old Harbour Facility increased by $46,307 from $189,196 for the year ended December 31, 2020 to $235,503 for the year ended December 31, 2021. The increase in revenue from the Old Harbour
Facility was due to an increase in the Henry Hub index used to invoice our customers as compared to the year ended December 31, 2020 and an increase in volumes delivered at the Old Harbour Power Plant.
|
• |
Revenue from the delivery of power and steam increased by $5,833 from $23,415 for the year ended December 31, 2020 to $29,248 for the year ended December 31, 2021, which began during March 2020 under our
contracts with JPS and Jamalco.
|
• |
The increase in volumes delivered at the Old Harbour Power Plant was partially offset by a decrease in consumption by the CHP Plant and Jamalco’s boilers. The Jamalco refinery experienced a fire in August
2021, and no gas volumes have been consumed by their boilers since this event. However, steam revenue has been consistent with previous periods as our contract with Jamalco has take-or-pay provisions that allow us to invoice for minimum
volumes.
|
• |
Sales at the Montego Bay Facility increased by $4,067 from $93,236 for the year ended December 31, 2020 to $97,303 for the year ended December 31, 2021. The increase in revenue from the Montego Bay Facility
was due to an increase in the Henry Hub index used to invoice our customers compared to the year ended December 31, 2020 and increased volume sold to industrial end users. Additional revenue from industrial end users offset the decrease in
volumes consumed by the Bogue Power Plant.
|
• |
The decrease in volumes delivered at the Montego Bay Facility of 10.2 million gallons (0.8 TBtu) was driven by a reconfiguration of the Port of Montego Bay where our facility resides required by the port
authority. During this reconfiguration, we are unable to deliver volumes to the Bogue Power Plant; we expect this reconfiguration to be completed in the first half of 2022.
|
• |
Cost of LNG purchased from third parties for sale to our customers increased $117,943 for the year ended December 31, 2021 as compared to the year ended December 31, 2020. The increase was primarily
attributable to a 16% increase in volumes delivered compared to the year ended December 31, 2020 and an increase in LNG cost. The weighted-average cost of LNG purchased from third parties increased from $0.46 per gallon ($5.58 per MMBtu)
for the year ended December 31, 2020 to $0.59 per gallon ($7.09 per MMBtu) for the year ended December 31, 2021.
|
• |
Cost of LNG from the sale of cargos in the market was $191,308 for the year ended December 31, 2021 as compared to $0 for the year ended December 31, 2020. Due to the significant increase in market pricing of
LNG in the second half of 2021, we have optimized our supply portfolio to sell a portion of our committed cargos in the market. The weighted-average cost of LNG from the sale of a portion of our cargos was $0.81 per gallon ($9.82 per
MMBtu).
|
• |
Subsequent to the acquisition of the Sergipe Facility as part of the Mergers, our share of Cost of sales from our investment in CELSEPAR was $175,847 for the year ended December 31, 2021, which was comprised
of LNG costs to fuel the power plant and costs of power to fulfill requirements under the PPAs.
|
• |
The increase for the year ended December 31, 2021 as compared to the year ended December 31, 2020 was also the result of San Juan Facility and the CHP Facility during the year ended December 31, 2021 that
were still in development during a portion of the year ended December 31, 2020. Operations and maintenance increased by the costs of operating the San Juan Facility and CHP Plant, and an increase in payroll costs, maintenance costs,
insurance costs and port fees.
|
• |
Subsequent to acquisition of the Sergipe Facility as part of the Mergers, our share of Operations and maintenance from our investment in CELSEPAR was $19,108 for the year ended December 31, 2021, which was
primarily comprised of costs related to the operation and services agreement for the Nanook, insurance costs and costs for connecting to the transmission system.
|
(in thousands of $)
|
Year Ended
December 31, 2021
|
|||
Statement of operations:
|
||||
Total revenues
|
$
|
329,608
|
||
Cost of sales
|
-
|
|||
Vessel operating expenses
|
64,385
|
|||
Operations and maintenance
|
-
|
|||
Segment Operating Margin
|
$
|
265,223
|
|
Year Ended December 31,
|
|||||||||||
(in thousands of $)
|
2021
|
2020
|
Change
|
|||||||||
Selling, general and administrative
|
$
|
199,881
|
$
|
120,142
|
$
|
79,739
|
||||||
Transaction and integration costs
|
44,671
|
4,028
|
40,643
|
|||||||||
Contract termination charges and loss on mitigation sales
|
-
|
124,114
|
(124,114
|
)
|
||||||||
Depreciation and amortization
|
98,377
|
32,376
|
66,001
|
|||||||||
Total operating expenses
|
342,929
|
280,660
|
62,269
|
|||||||||
Operating income (loss)
|
238,878
|
(155,358
|
)
|
394,236
|
||||||||
Interest expense
|
154,324
|
65,723
|
88,601
|
|||||||||
Other (income) expense, net
|
(17,150
|
)
|
5,005
|
(22,155
|
)
|
|||||||
Loss on extinguishment of debt, net
|
10,975
|
33,062
|
(22,087
|
)
|
||||||||
Net income (loss) before income from equity method investments and income taxes
|
90,729
|
(259,148
|
)
|
349,877
|
||||||||
Income from equity method investments
|
14,443
|
-
|
14,443
|
|||||||||
Tax provision
|
12,461
|
4,817
|
7,644
|
|||||||||
Net income (loss)
|
$
|
92,711
|
$
|
(263,965
|
)
|
$
|
356,676
|
• |
Subsequent to the completion of the Mergers, our results of operations include depreciation expense primarily for the vessels acquired. We recognized $38,950 of incremental depreciation expense for the
acquired vessels during the year ended December 31, 2021;
|
• |
Amortization of the value recorded for favorable and unfavorable contracts acquired in the Mergers of $16,658 for the year ended December 31, 2021;
|
• |
Increase in depreciation of $5,179 for the San Juan Facility that went into service in July 2020 for the year ended December 31, 2021; and
|
• |
Increase in depreciation of $2,536 for the CHP Plant that went into service in March 2020 for the year ended December 31, 2021.
|
• |
Gains in investments in equity securities of $8,254 for the year ended December 31, 2021;
|
• |
Changes in the fair value of the cross-currency interest rate swap and the interest rate swaps acquired in connection with the Mergers, resulting additional income of $5,562 for the year ended December 31,
2021.
|
• |
Our historical financial results include the results of operations of Hygo and GMLP only since the completion of the Mergers in April 2021. Upon
completion of the Mergers, we acquired a fleet of seven FSRUs, six LNG carriers and an interest in a floating liquefaction vessel. We also acquired a 50% interest in the Sergipe Facility and the Sergipe Power Plant, as well as the Barcarena
Facility and Barcarena Power Plant and the Santa Catarina Facility that are currently in development. The results of operations of Hygo and GMLP began to be included in our financial statements upon the closing of the acquisitions on April
15, 2021. Our results of operations in 2021 also include transaction and integration costs associated with these acquisitions, some of which would not be expected in future periods. Our future results of operations may continue to be
impacted by costs to integrate the operations of Hygo and GMLP, including costs to exit or modify transition service agreements or vessel management agreements, all of which may be significant.
|
• |
Our historical financial results do not include significant projects that have recently been completed or are near completion. Our results of
operations for the year ended December 31, 2021 include our Montego Bay Facility, Old Harbour Facility, San Juan Facility, certain industrial end-users and our Miami Facility. We recently placed a portion of our La Paz Facility into
service, and in the fourth quarter of 2021, our revenue and results of operations began to be impacted by operations in Mexico. We are continuing to develop of our La Paz Power Plant and our Puerto Sandino Facility, and our current results
do not include revenue and operating results from these projects. Our current results also exclude other developments, including the Suape Facility, Barcarena Facility, Santa Catarina Facility and Ireland Facility.
|
• |
Our historical financial results do not reflect new LNG supply agreements, as well as our Fast LNG solution that will lower the cost of our LNG supply. We
currently purchase the majority of our supply of LNG from third parties, sourcing approximately 96% of our LNG volumes from third parties for the year ended December 31, 2021. During 2020 and 2021, we entered into LNG supply agreements for
the purchase of approximately 601 TBtu of LNG at a price indexed to Henry Hub from 2021 and 2030, resulting in expected pricing below the pricing in our previous long-term supply agreement. We have now secured supply for LNG volumes equal
to approximately 100% of our expected needs for our Montego Bay Facility, Old Harbour Facility, San Juan Facility, La Paz Facility and Puerto Sandino Facility for the next six years. We also anticipate that the deployment of Fast LNG
floating liquefaction facilities will significantly lower the cost of our LNG supply and reduce our dependence on third party suppliers.
|
• |
In January 2020, we borrowed $800,000 under a credit agreement, and repaid our prior term loan facility in full.
|
• |
In September 2020, we issued $1,000,000 of 2025 Notes and repaid all other outstanding debt. No principal payments are due on the 2025 Notes until maturity in 2025.
|
• |
In December 2020, we received proceeds of $263,125 from the issuance of $250,000 of additional notes on the same terms as the 2025 Notes (subsequent to this issuance, these additional notes are included in
the definition of 2025 Notes herein).
|
• |
In December 2020, we issued 5,882,352 shares of Class A common stock and received proceeds of $290,771, net of $1,221 in issuance costs.
|
• |
In April 2021, we issued $1,500,000 of 2026 Notes; we also entered into the $200,000 Revolving Facility that has a term of approximately five years.
|
• |
In August 2021, we entered into the CHP Facility (defined below) and initially drew $100,000, which may be increased to $285,000.
|
• |
In September 2021, Golar Partners Operating LLC, our indirect subsidiary, closed on the Vessel Term Loan Facility (defined below). Under this facility, we borrowed an initial amount of $430,000, which may be increased to $725,000,
subject to satisfaction of certain conditions including the provision of security in relation to additional vessels.
|
(in thousands)
|
Total
|
Year 1
|
Years 2 to 3
|
Years 4 to 5
|
More than 5
years |
|||||||||||||||
Long-term debt obligations
|
$
|
4,936,353
|
$
|
305,575
|
$
|
878,471
|
$
|
3,341,677
|
$
|
410,630
|
||||||||||
Purchase obligations
|
5,265,356
|
784,060
|
1,637,783
|
1,450,817
|
1,392,696
|
|||||||||||||||
Lease obligations
|
420,329
|
67,131
|
101,295
|
68,393
|
183,510
|
|||||||||||||||
Total
|
$
|
10,622,038
|
$
|
1,156,766
|
$
|
2,617,549
|
$
|
4,860,887
|
$
|
1,986,836
|
Year Ended December 31,
|
||||||||||||
(in thousands)
|
2021
|
2020
|
Change
|
|||||||||
Cash flows from:
|
||||||||||||
Operating activities
|
$
|
84,770
|
$
|
(125,566
|
)
|
$
|
210,336
|
|||||
Investing activities
|
(2,273,561
|
)
|
(157,631
|
)
|
(2,115,930
|
)
|
||||||
Financing activities
|
1,816,944
|
819,498
|
997,446
|
|||||||||
Net (decrease) increase in cash, cash equivalents, and restricted cash
|
$
|
(371,847
|
)
|
$
|
536,301
|
$
|
(908,148
|
)
|
Credit facility (Real and USD in millions)
|
Principal Outstanding
|
Effective Interest
Rate (1)
|
|||
IFC
|
|
R$
|
899.4($160.3)
|
|
IPCA + 9.69%
|
Inter-American Development Bank
|
|
R$
|
744.1($132.6)
|
|
IPCA + 9.79%
|
IDB Invest
|
|
$
|
35.7
|
|
3M LIBOR + 5.4%
|
IDC China Fund
|
|
$
|
46.9
|
|
3M LIBOR + 5.4%
|
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risks.
|
Item 8. |
Financial Statements and Supplementary Data.
|
Item 9. |
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
|
Item 9A. |
Controls and Procedures.
|
Item 9B. |
Other Information.
|
Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
|
Item 10. |
Directors, Executive Officers and Corporate Governance.
|
Item 11. |
Executive Compensation
|
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.
|
Item 13. |
Certain Relationships and Related Transactions, and Director Independence.
|
Item 14. |
Principal Accounting Fees and Services.
|
Item 15. |
Exhibits, Financial Statement Schedules.
|
Exhibit
Number
|
Description
|
Agreement and Plan of Merger, dated as of January 13, 2021, by and among NFE, GMLP Merger Sub, GP Buyer, GMLP and the General Partner (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K
(File No. 001-38790), filed with the SEC on January 20, 2021).
|
|
|
|
Transfer Agreement, dated as of January 13, 2021, by and among GP Buyer, GLNG and the General Partner (incorporated by reference to Exhibit 2.2 to the Registrant’s Form 8-K (File No. 001-38790), filed with
the SEC on January 20, 2021).
|
|
|
|
Agreement and Plan of Merger, dated as of January 13, 2021, by and among NFE, Hygo Merger Sub, Hygo and the Hygo Shareholders (incorporated by reference to Exhibit 2.3 to the Registrant’s Form 8-K (File No.
001-38790), filed with the SEC on January 20, 2021).
|
|
|
|
Certificate of Formation of New Fortress Energy LLC (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-228339), filed with the SEC on November 9,
2018).
|
|
|
|
Certificate of Amendment to Certificate of Formation of New Fortress Energy LLC (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-228339), filed
with the SEC on November 9, 2018).
|
|
|
|
First Amended and Restated Limited Liability Company Agreement of New Fortress Energy LLC, dated February 4, 2019 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K (File No. 001-38790),
filed with the SEC on February 5, 2019).
|
|
|
|
Certificate of Conversion of New Fortress Energy Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed with the SEC on August 7, 2020).
|
|
|
|
Certificate of Incorporation of New Fortress Energy Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K filed with the SEC on August 7, 2020).
|
|
|
|
Bylaws of New Fortress Energy Inc. (incorporated by reference to Exhibit 3.3 to the Registrant’s Form 8-K filed with the SEC on August 7, 2020).
|
|
Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
|
Contribution Agreement, dated February 4, 2019, by and among New Fortress Energy LLC, New Fortress Intermediate LLC, New Fortress Energy Holdings LLC, NFE Atlantic Holdings LLC and NFE Sub LLC (incorporated
by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No. 001-38790), filed with the SEC on February 5, 2019).
|
|
|
|
Amended and Restated Limited Liability Company Agreement of New Fortress Intermediate LLC, dated February 4, 2019 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K (File No.
001-38790), filed with the SEC on February 5, 2019).
|
|
New Fortress Energy LLC 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-8 (File No. 333-229507), filed with the SEC on February 4,
2019).
|
|
|
|
Form of Director Restricted Share Unit Award Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-228339), filed with the SEC on
December 24, 2018).
|
|
|
|
Form of Employee Restricted Share Unit Award Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001- 38790), filed with the Commission on May
15, 2019).
|
|
|
|
Shareholders’ Agreement, dated February 4, 2019, by and among New Fortress Energy LLC, New Fortress Energy Holdings LLC, Wesley R. Edens and Randal A. Nardone (incorporated by reference to Exhibit 4.1 to
the Registrant’s Form 8-K (File No. 001-38790), filed with the SEC on February 5, 2019).
|
|
|
|
Administrative Services Agreement, dated February 4, 2019, by and between New Fortress Intermediate LLC and FIG LLC (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K (File No.
001-38790), filed with the SEC on February 5, 2019).
|
|
|
|
Indemnification Agreement (Edens) (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8-K (File No. 001-38790), filed with the SEC on February 5, 2019).
|
|
Indemnification Agreement (Guinta) (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 8-K (File No. 001-38790), filed with the SEC on February 5, 2019).
|
|
|
|
Indemnification Agreement (Catterall) (incorporated by reference to Exhibit 10.7 to the Registrant’s Form 8-K (File No. 001-38790), filed with the SEC on February 5, 2019).
|
|
|
|
Indemnification Agreement (Grain) (incorporated by reference to Exhibit 10.8 to the Registrant’s Form 8-K (File No. 001-38790), filed with the SEC on February 5, 2019).
|
|
|
|
Indemnification Agreement (Griffin) (incorporated by reference to Exhibit 10.9 to the Registrant’s Form 8-K (File No. 001-38790), filed with the SEC on February 5, 2019).
|
|
|
|
Indemnification Agreement (Mack) (incorporated by reference to Exhibit 10.10 to the Registrant’s Form 8-K (File No. 001-38790), filed with the SEC on February 5, 2019).
|
|
|
|
Indemnification Agreement (Nardone) (incorporated by reference to Exhibit 10.11 to the Registrant’s Form 8-K (File No. 001-38790), filed with the SEC on February 5, 2019).
|
|
|
|
Indemnification Agreement (Wanner) (incorporated by reference to Exhibit 10.12 to the Registrant’s Form 8-K (File No. 001-38790), filed with the SEC on February 5, 2019).
|
|
|
|
Indemnification Agreement (Wilkinson) (incorporated by reference to Exhibit 10.13 to the Registrant’s Form 8-K (File No. 001-38790), filed with the SEC on February 5, 2019).
|
|
|
|
Amendment Agreement dated as February 11, 2019 to Credit Agreement, dated as of August 15, 2018 and as amended and restated as of December 31, 2018, among New Fortress Intermediate LLC, NFE Atlantic
Holdings LLC, the subsidiary guarantors from time to time party thereto, lenders parties thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (incorporated by reference to Exhibit 10.25 to the Registrant’s Annual
Report on Form 10-K, filed with the SEC on March 26, 2019).
|
Second Amendment Agreement, dated as of March 13, 2019 to the Credit Agreement, dated as of August 15, 2018 and as amended and restated as of December 31, 2018, and as amended as of February 11, 2019, among
New Fortress Intermediate LLC, NFE Atlantic Holdings LLC, the subsidiary guarantors from time to time party thereto, lenders parties thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (incorporated by reference to
Exhibit 10.26 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 26, 2019).
|
|
|
|
Engineering, Procurement and Construction Agreement for the Marcellus LNG Production Facility I, dated January 8, 2019, by and between Bradford County Real Estate Partners LLC and Black & Veatch
Construction, Inc. (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-228339), filed with the SEC on January 25, 2019).
|
|
|
|
Indemnification Agreement, dated as of March 17, 2019, by and between New Fortress Energy LLC and Yunyoung Shin (incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K,
filed with the SEC on March 26, 2019).
|
|
|
|
Letter Agreement, dated as of December 3, 2019, by and between NFE Management LLC and Yunyoung Shin. (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q, filed with
the SEC on May 6, 2020).
|
|
|
|
Indenture, dated September 2, 2020, by and among the Company, the subsidiary guarantors from time to time party thereto, and U.S. Bank National Association, as trustee and as notes collateral
agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 2, 2020).
|
|
|
|
Pledge and Security Agreement, dated September 2, 2020, by and among the Company, the subsidiary guarantors from time to time party thereto, and U.S. Bank National Association, as notes collateral
agent (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 2, 2020).
|
|
|
|
First Supplemental Indenture, dated December 17, 2020, by and among the Company, the subsidiary guarantors from time to time party thereto and U.S. Bank National Association, as trustee and as notes
collateral agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 18, 2020).
|
|
|
|
Support Agreement, dated as of January 13, 2021, by and among NFE, GMLP, GLNG and the General Partner (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No. 001-38790), filed with
the SEC on January 20, 2021).
|
|
|
|
Indenture, dated April 12, 2021, by and among the Company, the subsidiary guarantors from time to time party thereto, and U.S. Bank National Association, as trustee and as notes collateral agent
(incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 12, 2021).
|
Pledge and Security Agreement, dated April 12, 2021, by and among the Company, the subsidiary guarantors, from time to time party thereto, and U.S. Bank National Association, as notes collateral
agent (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 12, 2021).
|
|
|
|
Shareholders’ Agreement, dated as of April 15, 2021, by and among the Company, GLNG, and Stonepeak (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the
SEC on April 21, 2021).
|
|
|
|
Credit Agreement, dated as of April 15, 2021, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders and issuing banks from time to time party
thereto, and Morgan Stanley Senior Funding, Inc,. as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 21, 2021).
|
|
First amendment
to Credit Agreement, dated as of July 16, 2021 to the Credit Agreement, dated as of April 15, 2021, by and among the Company, as the borrower, the guarantors from time to time partly thereto, the several lenders and issuing banks from
time to time partly thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent.
|
|
10.31* | Second Amendment to Credit Agreement, dated as of February 28, 2022 to the Credit Agreement, dated as of April 15, 2021, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders and issuing banks from time to time party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent. |
Omnibus Agreement, dated as of April 15, 2021, by and among the Company, GLNG and certain other parties thereto (incorporated by reference to Exhibit 10.30 to the Registrant’s Quarterly Report on Form 10-Q,
filed with the SEC on May 7, 2021).
|
|
|
|
Indemnity Agreement, dated as of April 15, 2021, by and among the Company, GLNG, and certain affiliates of Stonepeak (incorporated by reference to Exhibit 10.31 to the Registrant’s Quarterly Report on Form
10-Q, filed with the SEC on May 7, 2021).
|
|
|
|
Omnibus Agreement, dated as of April 15, 2021, by and among the Company, GMLP, GLNG and certain parties thereto (incorporated by reference to Exhibit 10.32 to the Registrant’s Quarterly Report on Form 10-Q,
filed with the SEC on May 7, 2021).
|
|
|
|
Indemnification Agreement, dated as of April 15, 2021, by and between NFE International and GLNG (incorporated by reference to Exhibit 10.33 to the Registrant’s Quarterly Report on Form 10-Q, filed with the
SEC on May 7, 2021).
|
|
|
|
Facility Agreement, dated September 18, 2021, by and among Golar Partners Operating LLC as the Borrower, Golar LNG Partners LP and certain subsidiaries of the Borrower, with (i) Citibank N.A. and the
lenders from time to time party thereto; (ii) Citigroup Global Markets Limited, Morgan Stanley Senior Funding, Inc. and HSBC Bank USA, N.A. as mandated lead arrangers; (iii) Goldman Sachs Bank USA as arranger; (iv) Citigroup Global
Markets Limited and Morgan Stanley Senior Funding, Inc. as bookrunners; (v) Citigroup Global Markets Limited and Morgan Stanley Senior Funding, Inc. as co-ordinators, (vi) Citibank Europe Plc, UK Branch as agent and (vii) Citibank, N.A.,
London Branch as security agent. (incorporated by reference to Exhibit 10.34 to the Registrant is quarterly report on Form 10-Q, filed with the SEC on November 3, 2021).
|
|
Consent of Ernst & Young LLP, independent registered public accounting firm.
|
|
Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Certifications by Chief Executive Officer pursuant to Title 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
|
|
|
|
Certifications by Chief Financial Officer pursuant to Title 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS*
|
Inline XBRL Instance Document
|
|
|
101.SCH*
|
Inline XBRL Schema Document
|
|
|
101.CAL*
|
Inline XBRL Calculation Linkbase Document
|
|
|
101.LAB*
|
Inline XBRL Label Linkbase Document
|
|
|
101.PRE*
|
Inline XBRL Presentation Linkbase Document
|
|
|
101.DEF*
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
104*
|
Cover Page Interactive Data File, formatted in Inline XBRL and contained in Exhibit 101
|
|
NEW FORTRESS ENERGY INC.
|
|
Date: March 1, 2022
|
|
|
|
By:
|
/s/ Christopher Guinta
|
|
Name:
|
Christopher S. Guinta
|
|
Title:
|
Chief Financial Officer
|
Name
|
Title
|
Date
|
||
|
|
|
||
/s/ Wesley R. Edens
|
Chief Executive Officer and Chairman
(Principal Executive Officer) |
March 1, 2022
|
||
Wesley R. Edens
|
||||
|
|
|||
/s/ Christopher S. Guinta
|
Chief Financial Officer
(Principal Financial Officer) |
March 1, 2022
|
||
Christopher S. Guinta
|
||||
|
|
|||
/s/ Yunyoung Shin
|
Chief Accounting Officer
(Principal Accounting Officer) |
March 1, 2022
|
||
Yunyoung Shin
|
||||
|
|
|||
/s/ Randal A. Nardone
|
Director
|
March 1, 2022
|
||
Randal A. Nardone
|
|
|||
|
|
|||
/s/ C. William Griffin
|
Director
|
March 1, 2022
|
||
C. William Griffin
|
|
|||
|
|
|||
/s/ John J. Mack
|
Director
|
March 1, 2022
|
||
John J. Mack
|
|
|||
|
|
|||
/s/ Matthew Wilkinson
|
Director
|
March 1, 2022
|
||
Matthew Wilkinson
|
|
|||
|
|
|||
/s/ David J. Grain
|
Director
|
March 1, 2022
|
||
David J. Grain
|
|
|||
|
|
|||
/s/ Desmond Iain Catterall
|
Director
|
March 1, 2022
|
||
Desmond Iain Catterall
|
|
|||
|
|
|||
/s/ Katherine E. Wanner
|
Director
|
March 1, 2022
|
||
Katherine E. Wanner
|
|
Page
|
|
F-2
|
|
F-5
|
|
F-6
|
|
F-7
|
|
F-8
|
|
F-9
|
Fair value measurements in connection with GMLP and Hygo business combinations
|
||
Description of the Matter
|
As discussed in Note 4 to the consolidated financial statements, on April 15, 2021, the Company completed the acquisitions of Hygo Energy Transition Ltd. (“Hygo”) and Golar LNG Partners LP (“GMLP”)
(collectively, the “Acquisitions”) for total consideration of $1.98 billion and $1.15 billion, respectively. The Acquisitions were accounted for as separate business combinations. The Company’s accounting under the acquisition method
included determining the fair value of the acquired assets, liabilities assumed and noncontrolling interests in the acquired entities.
Auditing the Company’s accounting for the Acquisitions was complex due to the significant estimation uncertainty inherent in determining the fair value of the acquired assets, liabilities assumed and
noncontrolling interests in the acquired entities. The significant estimation uncertainty was primarily due to the sensitivity of the respective fair values to changes in the underlying assumptions. The
significant assumptions used to estimate the fair value of these assets, liabilities and noncontrolling interests included: (i.) discount rates applied to the contractual cash flows associated with the acquired equity method investments,
contract intangible assets, assumed debt and noncontrolling interests in the acquired entities, (ii.) the estimated replacement cost of the acquired vessels, and (iii.) market day rates used to measure the fair value of vessel charter
contracts.
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s business combinations process. This included controls over the valuation of acquired
assets, liabilities assumed and noncontrolling interests in the acquired entities and management’s review of the significant assumptions described above.
To test the estimated fair value of the acquired assets, liabilities assumed and noncontrolling interests in the acquired entities, we performed audit procedures that included, among others, evaluating the
valuation methodologies utilized by management and the significant assumptions described above, as well as testing the completeness and accuracy of the underlying data. For example, we compared the significant assumptions utilized to
current market and economic trends and to the historical results of the acquired businesses. We also performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the acquired vessels, contract
intangible assets, and equity method investments that would result from changes in the assumptions. We involved our internal valuation specialists to assist in evaluating the valuation methodologies used and the significant assumptions
described above, including the discount rates utilized and the replacement costs of the acquired vessels.
|
|
Impairment Assessment of Long-Lived Assets
|
||
Description of the Matter
|
As described in Note 2(j) to the consolidated financial statements, the Company performs a recoverability assessment of long-lived assets whenever events or changes in circumstances indicate that the
carrying value of those assets may not be recoverable. Indicators may include, but are not limited to, factors such as adverse changes in the regulatory environment in a jurisdiction where the Company operates, unfavorable events
impacting the supply chain for liquified natural gas (“LNG”) to the Company’s operations, early termination of a significant customer contract, the introduction of newer technology, or a decision to discontinue an in-process development
project. When such indicators are identified, management determines if long-lived assets or asset groups are impaired by comparing the related undiscounted expected future cash flows to its carrying value. When the undiscounted cash flow
analysis indicates a long-lived asset or asset group is not recoverable, the amount of the impairment loss is determined by measuring the excess of the carrying amount of the long-lived asset or asset group over its fair value.
Auditing management’s determination of whether impairment indicators exist such that a recoverability test of the Company’s long-lived assets is required, was highly subjective and involves significant
judgment. For instance, auditing management’s assessment of events or changes in circumstances that may be an indicator that an asset group is not recoverable was challenging due to the judgment applied in
both the identification of such factors, and the evaluation of whether the factors have an impact on the recovery of the carrying value of the asset group.
|
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s impairment assessment process. This included management’s controls to review for asset
groups that may have been impacted by the impairment indicators described above.
To test the Company’s evaluation of potential indicators of impairment of its long-lived assets, our audit procedures included, among others, assessing the methodologies and testing the completeness and
accuracy of the Company’s analysis of events or changes in circumstances. For example, we inquired of management (including project development personnel) to understand their evaluation of changes in the regulatory environments of the
jurisdictions in which the Company operates and their impact on the recoverability of the related long-lived assets and asset groups. We also obtained capital budgets and construction bids, among other evidence, to understand
management’s plans with respect to in-process development projects. We considered information about Company’s projects from external sources that support or provide contrary evidence to management’s evaluation of potential impairment
indicators.
|
Item 8.
|
Financial Statements
|
December 31,
2021
|
December 31,
2020
|
|||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
||||
Restricted cash
|
|
|
||||||
Receivables, net of allowances of $
|
|
|
||||||
Inventory
|
|
|
||||||
Prepaid expenses and other current assets, net
|
|
|
||||||
Total current assets
|
|
|
||||||
Restricted cash
|
|
|
||||||
Construction in progress
|
|
|
||||||
Property, plant and equipment, net
|
|
|
||||||
Equity method
investments
|
||||||||
Right-of-use assets
|
|
|
||||||
Intangible assets, net
|
|
|
||||||
Finance leases, net
|
|
|
||||||
Goodwill
|
||||||||
Deferred tax assets, net
|
|
|
||||||
Other non-current assets, net
|
|
|
||||||
Total assets
|
$
|
|
$
|
|
||||
Liabilities
|
||||||||
Current liabilities
|
||||||||
Current
portion of long-term debt
|
$ |
$ |
||||||
Accounts payable
|
|
|
|
|
||||
Accrued liabilities
|
|
|
||||||
Current lease liabilities
|
|
|
||||||
Other current liabilities
|
|
|
||||||
Total current liabilities
|
|
|
||||||
Long-term debt
|
|
|
||||||
Non-current lease liabilities
|
|
|
||||||
Deferred tax liabilities, net
|
|
|
||||||
Other long-term liabilities
|
|
|
||||||
Total liabilities
|
|
|
||||||
Commitments and contingencies (Note 21)
|
||||||||
Stockholders’ equity
|
||||||||
Class A common stock, $
|
|
|
||||||
Additional paid-in capital
|
|
|
||||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
Accumulated other comprehensive (loss) income
|
(
|
)
|
|
|||||
Total stockholders’ equity attributable to NFE
|
|
|
||||||
Non-controlling interest
|
|
|
||||||
Total stockholders’ equity
|
|
|
||||||
Total liabilities and stockholders’ equity
|
$
|
|
$
|
|
|
Year Ended December 31,
|
|||||||||||
|
2021
|
2020
|
2019
|
|||||||||
Revenues
|
||||||||||||
Operating revenue
|
$
|
|
$
|
|
$
|
|
||||||
Vessel charter revenue
|
||||||||||||
Other revenue
|
|
|
|
|||||||||
Total revenues
|
|
|
|
|||||||||
|
||||||||||||
Operating expenses
|
||||||||||||
Cost of sales
|
|
|
|
|||||||||
Vessel operating expenses |
||||||||||||
Operations and maintenance
|
|
|
|
|||||||||
Selling, general and administrative
|
|
|
|
|||||||||
Transaction and integration costs |
||||||||||||
Contract termination charges and loss on mitigation sales
|
|
|
|
|||||||||
Depreciation and amortization
|
|
|
|
|||||||||
Total operating expenses
|
|
|
|
|||||||||
Operating income (loss)
|
|
(
|
)
|
(
|
)
|
|||||||
Interest expense
|
|
|
|
|||||||||
Other (income) expense, net
|
(
|
)
|
|
(
|
)
|
|||||||
Loss on extinguishment of debt, net
|
|
|
|
|||||||||
Net income (loss) before income from equity method investments and income taxes
|
|
(
|
)
|
(
|
)
|
|||||||
Income from equity method investments
|
||||||||||||
Tax provision
|
|
|
|
|||||||||
Net income (loss)
|
|
(
|
)
|
(
|
)
|
|||||||
Net loss attributable to non-controlling interest
|
|
|
|
|||||||||
Net income (loss) attributable to stockholders
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
||||||||||||
Net income (loss) per share – basic
|
$
|
|
$
|
(
|
)
|
$ | ( |
) | ||||
Net income (loss) per share – diluted |
$ | $ | ( |
) | $ | ( |
) | |||||
|
||||||||||||
Weighted average number of shares outstanding – basic
|
|
|
||||||||||
Weighted average number of shares outstanding – diluted | ||||||||||||
|
||||||||||||
Other comprehensive income (loss):
|
||||||||||||
Net income (loss)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Currency translation adjustment
|
|
(
|
)
|
|
||||||||
Comprehensive income (loss)
|
|
(
|
)
|
(
|
)
|
|||||||
Comprehensive loss attributable to non-controlling interest
|
|
|
|
|||||||||
Comprehensive income (loss) attributable to stockholders
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
Members’ Capital
|
Class A shares
|
Class B shares
|
Class A common stock
|
Additional
paid-in
|
Accumulated
|
Accumulated other
comprehensive
|
Non-controlling
|
Total
stockholders’
|
||||||||||||||||||||||||||||||||||||||||||||
Units
|
Amounts
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
capital
|
deficit
|
(loss) income
|
Interest
|
equity
|
||||||||||||||||||||||||||||||||||||||||
Balance as of January 1, 2019
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
|
||||||||||||||||||||||||||||
Activity prior to the IPO and related organizational transactions:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(
|
)
|
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||||||||||||||
Effects of the IPO and related organizational transactions:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Class A shares in the IPO, net of underwriting discount and offering costs
|
-
|
-
|
|
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|||||||||||||||||||||||||||||||||||||||
Effects of the reorganization transactions
|
(
|
)
|
(
|
)
|
-
|
|
|
-
|
-
|
-
|
-
|
|
-
|
|
|
|||||||||||||||||||||||||||||||||||||
Activity subsequent to the IPO and related organizational transactions:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(
|
)
|
-
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||||||||||||||
Other comprehensive loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||||||||||||||
Share-based compensation expense
|
-
|
-
|
-
|
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|||||||||||||||||||||||||||||||||||||||
Exchange of NFI units
|
-
|
-
|
|
|
(
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
(
|
)
|
|
|||||||||||||||||||||||||||||||||||||
Issuance of shares for vested RSUs
|
-
|
-
|
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2019
|
|
|
|
|
|
|
|
|
|
(
|
)
|
(
|
)
|
|
|
|||||||||||||||||||||||||||||||||||||
Cumulative effect of accounting changes
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(
|
)
|
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||||||||||||||
Class A stock issued, net of issuance costs
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
(
|
)
|
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||||||||||||||
Other comprehensive income
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Share-based compensation expense
|
-
|
-
|
-
|
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Issuance of shares for vested RSUs
|
-
|
-
|
|
-
|
-
|
-
|
|
-
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Shares withheld from employees related to share-based compensation, at cost
|
-
|
-
|
-
|
-
|
-
|
-
|
(
|
)
|
-
|
(
|
)
|
|
|
|
(
|
)
|
||||||||||||||||||||||||||||||||||||
Exchange of NFI units
|
-
|
-
|
|
|
(
|
)
|
-
|
-
|
-
|
|
|
|
(
|
)
|
|
|||||||||||||||||||||||||||||||||||||
Conversion from LLC to Corporation
|
-
|
-
|
(
|
)
|
(
|
)
|
-
|
-
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
Dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(
|
)
|
-
|
-
|
-
|
(
|
)
|
|||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2020
|
-
|
-
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||||||||||||||||||||||||||||||||||||
Net income (loss)
|
- | - | - | - | - | - | - | - | ( |
) | ||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss
|
- | - | - | - | - | - | - | - | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||
Share-based compensation expense
|
- | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
Shares issued as consideration in business combinations
|
- | - | ||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of shares for vested RSUs
|
- | - | - | - | - | ( |
) | |||||||||||||||||||||||||||||||||||||||||||||
Shares withheld from employees related to share-based compensation, at cost
|
- | - | - | - | - | - | ( |
) | - | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||
Non-controlling interest acquired in business combinations
|
- | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
Deconsolidation of the Eskimo SPV
|
- | - | - | - | - | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||||||
Dividends
|
- | - | - | - | - | - | - | - | ( |
) | - | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2021
|
- | $ | - | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ |
|
Year Ended December 31,
|
|||||||||||
|
2021
|
2020
|
2019
|
|||||||||
Cash flows from operating activities
|
||||||||||||
Net income (loss)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Adjustments for:
|
||||||||||||
Amortization of deferred financing costs and debt guarantee, net
|
|
|
|
|||||||||
Depreciation and amortization
|
|
|
|
|||||||||
(Earnings) of equity method investees
|
( |
) | ||||||||||
Dividends received from equity method investees
|
||||||||||||
Sales-type lease payments received in excess of interest income
|
||||||||||||
Change in market value of derivatives
|
( |
) | ||||||||||
Contract termination charges and loss on mitigation sales
|
|
|
|
|||||||||
Loss on extinguishment and financing expenses
|
|
|
|
|||||||||
Deferred taxes
|
(
|
)
|
|
|
||||||||
Change in value of Investment of equity securities
|
( |
) | ||||||||||
Share-based compensation
|
|
|
|
|||||||||
Other
|
(
|
)
|
|
|
||||||||
Changes in operating assets and liabilities, net of acquisitions:
|
||||||||||||
(Increase) in receivables
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
(Increase) Decrease in inventories
|
(
|
)
|
|
(
|
)
|
|||||||
(Increase) in other assets
|
(
|
(
|
)
|
(
|
)
|
|||||||
Decrease in right-of-use assets
|
|
|
|
|||||||||
Increase in accounts payable/accrued liabilities
|
|
|
|
|||||||||
Increase (Decrease) in amounts due to affiliates
|
|
(
|
)
|
|
||||||||
(Decrease) in lease liabilities
|
(
|
)
|
(
|
)
|
|
|||||||
(Decrease) Increase in other liabilities
|
(
|
)
|
|
|
||||||||
Net cash provided by (used in) operating activities
|
|
(
|
)
|
(
|
)
|
|||||||
|
||||||||||||
Cash flows from investing activities
|
||||||||||||
Capital expenditures
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Cash paid for business combinations, net of cash acquired
|
(
|
)
|
|
|
||||||||
Entities acquired in asset acquisitions, net of cash acquired
|
( |
) | ||||||||||
Other investing activities
|
(
|
)
|
(
|
)
|
|
|||||||
Net cash used in investing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
||||||||||||
Cash flows from financing activities
|
||||||||||||
Proceeds from borrowings of debt
|
|
|
|
|||||||||
Payment of deferred financing costs
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Repayment of debt
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Proceeds from IPO
|
|
|
|
|||||||||
Proceeds from issuance of Class A common stock
|
|
|
||||||||||
Payments related to tax withholdings for share-based compensation
|
(
|
)
|
(
|
)
|
|
|||||||
Payment of dividends
|
(
|
)
|
(
|
)
|
|
|||||||
Payment of stock issuance costs
|
|
(
|
)
|
(
|
)
|
|||||||
Net cash provided by financing activities
|
|
|
|
|||||||||
|
||||||||||||
Impact of changes in foreign exchange rates on cash and cash equivalents |
||||||||||||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(
|
)
|
|
(
|
)
|
|||||||
Cash, cash equivalents and restricted cash – beginning of period
|
|
|
|
|||||||||
Cash, cash equivalents and restricted cash – end of period
|
$
|
|
$
|
|
$
|
|
||||||
|
||||||||||||
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
|
$
|
|
$
|
(
|
)
|
$
|
(
|
|||||
Liabilities associated with consideration paid for entities acquired in asset acquisitions |
||||||||||||
Consideration paid in shares for business combinations |
||||||||||||
Cash paid for interest, net of capitalized interest
|
|
|
|
|||||||||
Cash paid for taxes
|
|
|
|
1. |
Organization
|
2. |
Significant accounting policies
|
(a) |
Basis of presentation and principles of consolidation
|
(b) |
Use of estimates
|
(c) |
Foreign currencies
|
(d) |
Cash and cash equivalents
|
(e) |
Restricted cash
|
(f) |
Receivables
|
(g) |
Inventories
|
(h) |
Construction in progress
|
(i) |
Property, plant and equipment, net
|
|
Useful life (Yrs)
|
Vessels | |
Terminal and power plant equipment
|
|
CHP facilities
|
|
Gas terminals
|
|
ISO containers and associated equipment
|
|
LNG liquefaction facilities
|
|
Gas pipelines
|
|
Leashold improvements
|
|
(j) |
Impairment of long-lived assets
|
(k) |
Investments in equity securities
|
(l) |
Intangible assets
|
(m) |
Goodwill
|
(o) |
Long-term debt and debt issuance costs
|
(p) |
Contingencies
|
(q) |
Revenue recognition
|
(r) |
Leases, as lessee
|
(s) |
Share-based compensation
|
(t) |
Lessor expense recognition
|
(u) |
Transaction and integration
costs
|
(v) |
Contract
termination charges and loss on mitigation sales
|
(w) |
Taxation
|
(x) |
Net income (loss) per share
|
(y) |
Acquisitions
|
(z) |
Equity method investments
|
(aa) |
Loss of control of subsidiary
|
(ab) |
Guarantees
|
(ac) |
Derivatives
|
3. |
Adoption of new and revised standards
|
(a) |
New standards, amendments and interpretations issued but not effective for the year beginning January 1, 2021:
|
(b) |
New and amended standards adopted by the Company:
|
4. |
Acquisitions
|
Consideration
|
As of
April 15, 2021
|
|||||||
Cash consideration for Hygo Preferred Shares
|
$
|
|
||||||
Cash consideration for Hygo Common Shares
|
|
|||||||
Total Cash Consideration
|
$
|
|
||||||
Merger consideration to be paid in shares of NFE Common
Stock
|
|
|||||||
Total Non-Cash Consideration
|
|
|||||||
Total Consideration
|
$
|
|
Hygo
|
As of
April 15, 2021
|
|||
Assets Acquired
|
||||
Cash and cash equivalents
|
$
|
|
||
Restricted cash
|
|
|||
Accounts receivable
|
|
|||
Inventory
|
|
|||
Other current assets
|
|
|||
Assets under development
|
|
|||
Property, plant and equipment, net
|
|
|||
Equity method investments
|
|
|||
Finance leases, net
|
|
|||
Deferred tax assets, net
|
|
|||
Other non-current assets
|
|
|||
Total assets acquired:
|
$
|
|
||
Liabilities Assumed
|
||||
Current portion of long-term debt
|
$
|
|
||
Accounts payable
|
|
|||
Accrued liabilities
|
|
|||
Other current liabilities
|
|
|||
Long-term debt
|
|
|||
Deferred tax liabilities, net
|
|
|||
Other non-current liabilities
|
|
|||
Total liabilities assumed:
|
|
|||
Non-controlling interest
|
|
|||
Net assets acquired:
|
|
|||
Goodwill
|
$
|
|
Consideration
|
As of
April 15, 2021
|
|||||||
GMLP Common Units ($
|
$
|
|
||||||
GMLP General Partner Interest ($
|
|
|||||||
Partnership Phantom Units ($
|
|
|||||||
Cash Consideration
|
$
|
|
||||||
GMLP debt repaid in acquisition
|
|
|||||||
Total Cash Consideration
|
|
|||||||
Cash settlement of preexisting relationship
|
(
|
)
|
||||||
Total Consideration
|
$
|
|
GMLP
|
As of
April 15, 2021
|
|||
Assets Acquired
|
||||
Cash and cash equivalents
|
$
|
|
||
Restricted cash
|
|
|||
Accounts receivable
|
|
|||
Inventory
|
|
|||
Other current assets
|
|
|||
Equity method investments
|
|
|||
Property, plant and equipment, net
|
|
|||
Intangible assets, net
|
|
|||
Deferred tax assets, net
|
|
|||
Other non-current assets
|
|
|||
Total assets acquired:
|
$
|
|
||
Liabilities Assumed
|
||||
Current portion of long-term debt
|
$
|
|
||
Accounts payable
|
|
|||
Accrued liabilities
|
|
|||
Other current liabilities
|
|
|||
Deferred tax liabilities, net
|
|
|||
Other non-current liabilities
|
|
|||
Total liabilities assumed:
|
|
|||
Non-controlling interest
|
|
|||
Net assets to be acquired:
|
|
|||
Goodwill
|
$
|
|
Year Ended December 31,
|
||||||||
2021
|
2020
|
|||||||
Revenue
|
$
|
|
$
|
|
||||
Net income (loss)
|
|
(
|
)
|
|||||
Net income (loss) attributable to stockholders
|
|
(
|
)
|
• |
The Company and Golar Management entered into transition service agreements whereby Golar
Management provides certain administrative and consulting services to facilitate the integration of GMLP and Hygo (the “Transition Services Agreements”). The Transition Services Agreements commenced on April 15, 2021, and will terminate on
April 30, 2022 unless terminated earlier by either party. The Company pays Golar Management monthly payments of $
|
• |
The Company’s vessel-owning subsidiaries entered into ship management agreements with Golar
Management (the “Ship Management Agreements”), pursuant to which Golar Management provides certain technical, crew, insurance and commercial management services for the acquired vessels for a specified annual cost per vessel. The Ship
Management Agreements commenced on April 15, 2021, will continue until terminated by either party by notice, in which event the relevant Ship Management Agreements will terminate upon the later of
|
• |
The Company also entered into certain agreements to facilitate the integration of the acquired
businesses and their operations whereby GLNG or its subsidiaries will continue to provide certain guarantees and indemnities under charter arrangements or GMLP’s and Hygo’s sale leaseback agreements. NFE pays the relevant Charter Guarantor or
Golar an annual guarantee fee of $
|
• |
The Company and Golar Management (Bermuda) Limited (“Golar Bermuda”) entered into a services
agreement (the “Bermuda Services Agreement”) pursuant to which Golar Bermuda will act as GMLP’s and Hygo’s registered office in Bermuda and provide certain corporate secretarial, registrar and administration services (the “Bermuda Services
Agreements”). The Bermuda Services Agreements commenced on April 15, 2021. Either party may terminate the Bermuda Services Agreements upon
|
5. |
VIEs
|
Vessel
|
End of lease term
|
Date of next
repurchase option
|
Repurchase price at next repurchase option date
|
Repurchase obligation at end of lease term
|
||||||
Nanook
|
|
|
$
|
|
$
|
|
||||
Penguin
|
|
|
|
|
||||||
Celsius
|
|
|
|
|
Vessel
|
2022
|
2023
|
2024
|
2025
|
2026
|
2027
|
+
|
|||||||||||||||||
Nanook
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
Penguin
|
|
|
|
|
|
|
||||||||||||||||||
Celsius
|
|
|
|
|
|
|
Nanook
|
Penguin
|
Celsius
|
||||||||||
Assets
|
||||||||||||
Restricted cash
|
$
|
|
$
|
|
$
|
|
||||||
Liabilities
|
||||||||||||
Long-term interest bearing debt - current portion
|
$
|
|
$
|
|
$
|
|
||||||
Long-term interest bearing debt - non-current portion
|
|
|
|
Assets
|
December 31,
2021
|
|||
Current assets |
||||
Cash & cash equivalents
|
$
|
|
||
Receivables, net
|
|
|||
Total current assets
|
|
|||
Property, plant and equipment, net
|
|
|||
Intangible assets, net
|
|
|||
Other non-current assets, net
|
|
|||
Total assets |
$ |
|||
Liabilities
|
||||
Accounts payable
|
$
|
|
||
Accrued liabilities |
||||
Other current liabilities
|
|
|||
Total current liabilities |
||||
Deferred tax liabilities, net
|
|
|||
Total liabilities |
||||
Total stockholder’s equity |
||||
Total liabilities and stockholder’s equity |
$ |
6. |
Revenue recognition
|
|
Year Ended December 31,
|
|||||||||||
|
2021
|
2020
|
2019
|
|||||||||
Development services revenue
|
$
|
|
$
|
|
$
|
|
||||||
Interest income and other revenue
|
|
|
|
|||||||||
Total other revenue
|
$
|
|
$
|
|
$
|
|
December 31, 2021
|
December 31, 2020
|
|||||||
Contract assets, net - current
|
$
|
|
$
|
|
||||
Contract assets, net - non-current
|
|
|
||||||
Total contract assets, net
|
$
|
|
$
|
|
||||
Contract liabilities
|
$
|
|
$
|
|
||||
Revenue recognized in the year from:
|
||||||||
Amounts included in contract liabilities at the beginning of the year
|
$
|
|
$
|
|
Period
|
Revenue
|
|||
|
$
|
|
||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
Total
|
$
|
|
December 31,
2021
|
December 31,
2020
|
|||||||
Property, plant and equipment
|
$
|
|
$
|
|
||||
Accumulated depreciation
|
(
|
)
|
(
|
)
|
||||
Property, plant and equipment, net
|
$
|
|
$
|
|
Year Ended
|
||||
December 31, 2021
|
||||
Operating lease income
|
$
|
|
||
Variable lease income
|
|
|||
Total operating lease income
|
$
|
|
Future cash receipts
|
||||||||
Financing Leases
|
Operating Leases
|
|||||||
2022
|
$
|
|
$
|
|
||||
2023
|
|
|
||||||
2024
|
|
|
||||||
2025
|
|
|
||||||
2026
|
|
|
||||||
Thereafter
|
|
|
||||||
Total minimum lease receivable
|
$
|
|
$
|
|
||||
Unguaranteed residual value
|
|
|||||||
Gross investment in sales-type lease
|
$
|
|
||||||
Less: Unearned interest income
|
|
|||||||
Less: Current expected credit losses
|
|
|||||||
Net investment in leased vessel
|
$
|
|
||||||
Current portion of net investment in leased asset
|
$
|
|
||||||
Non-current portion of net investment in leased asset
|
|
7. |
Leases, as lessee
|
|
December 31,
2021
|
December 31,
2020
|
||||||
|
$
|
|
$
|
|
||||
(1)
|
|
|
||||||
Total right-of-use assets
|
$
|
|
$
|
|
||||
|
||||||||
Current lease liabilities:
|
||||||||
|
$
|
|
$
|
|
||||
|
|
|
||||||
Total current lease liabilities
|
$
|
|
$
|
|
||||
Non-current lease liabilities:
|
||||||||
|
$
|
|
$
|
|
||||
|
|
|
||||||
Total non-current lease liabilities
|
$
|
|
$
|
|
Year Ended December 31,
|
||||||||
2021
|
2020
|
|||||||
Fixed lease cost
|
$
|
|
$
|
|
||||
Variable lease cost
|
|
|
||||||
Short-term lease cost
|
|
|
||||||
Lease cost - Cost of sales
|
$
|
|
$
|
|
||||
Lease cost - Operations and maintenance
|
|
|
||||||
Lease cost - Selling, general and administrative
|
|
|
Year Ended December 31,
|
||||||||
2021
|
2020
|
|||||||
Operating cash outflows for operating lease liabilities
|
$
|
|
$
|
|
||||
Financing cash outflows for finance lease liabilities
|
|
|
||||||
Right-of-use assets obtained in exchange for new operating lease
liabilities
|
|
|
||||||
Right-of-use assets obtained in exchange for new finance lease liabilities
|
|
|
Operating Leases
|
Financing Leases
|
|||||||
2022
|
$
|
|
$
|
|
||||
2023
|
|
|
||||||
2024
|
|
|
||||||
2025
|
|
|
||||||
2026
|
|
|
||||||
Thereafter
|
|
|
||||||
Total Lease Payments
|
$
|
|
$
|
|
||||
Less: effects of discounting
|
|
|
||||||
Present value of lease liabilities
|
$
|
|
$
|
|
||||
|
$
|
|
$
|
|
||||
|
|
|
8. |
Financial instruments
|
Instrument
|
Notional Amount
(in thousands)
|
Maturity Dates
|
Fixed Interest Rate
|
Forward Foreign Exchange Rate
|
|||||||||
Interest rate swap: Receiving floating, pay fixed
|
$
|
|
|
|
|
N/A
|
|||||||
Cross currency interest rate swap - Debenture Loan
|
BRL
|
|
|
|
|
• |
Level 1 – observable inputs such as quoted prices in active markets for identical assets or liabilities.
|
• |
Level 2 – inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or
market corroborated inputs.
|
• |
Level 3 – unobservable inputs for which there is little or no market data and which require the Company to develop its own assumptions about how market participants price the asset
or liability.
|
• |
Market approach – uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
|
• |
Income approach – uses valuation techniques, such as 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).
|
|
Fair Value |
December 31, 2021
|
December 31, 2021
|
December 31, 2020
|
December 31, 2020
|
Valuation
|
||||||||||||
|
Hierarchy |
Carrying Value
|
Fair Value
|
Carrying Value
|
Fair Value
|
Technique
|
||||||||||||
Non-Derivatives:
|
|
|||||||||||||||||
Cash and cash equivalents
|
Level 1 |
$
|
|
$
|
|
$
|
|
$
|
|
Market approach
|
||||||||
Restricted cash
|
Level 1 |
|
|
|
|
Market approach
|
||||||||||||
Investment in equity securities
|
Level 1 |
|
|
|
|
Market approach
|
||||||||||||
Investment in equity securities
|
Level 3 |
|
|
|
|
Market approach
|
||||||||||||
Long-term debt (1)
|
Level 2 |
|
|
|
|
Market approach
|
||||||||||||
Derivatives:
|
|
|||||||||||||||||
Derivative liability (2) (3)
|
Level 3 |
$
|
|
$
|
|
$
|
|
$
|
|
Income approach
|
||||||||
Equity agreement (3) (4)
|
Level 3 |
|
|
|
|
Income approach
|
||||||||||||
Interest rate swap liability (5) (6)
|
Level 2 |
|
|
|
|
Income approach
|
Year Ended December 31,
|
||||||||||||
2021
|
2020
|
2019
|
||||||||||
Investment in equity securities - Fair value adjustment - (Gain) loss |
$ | ( |
) | $ | $ | |||||||
Derivative Liability/Equity Agreement - Fair value adjustment - (Gain) loss
|
( |
) | ||||||||||
Interest rate swap - Fair value adjustment - (Gain) loss
|
( |
) | ||||||||||
Cross currency interest rate swap - Fair value adjustment - (Gain) loss
|
( |
) |
9. |
Restricted cash
|
|
December 31,
2021
|
December 31,
2020
|
||||||
Cash held by lessor VIEs
|
$
|
|
$
|
|
||||
Collateral for letters of credit and performance bonds
|
|
|
||||||
Collateral for interest rate swaps
|
|
|
||||||
Collateral for performance under customer agreements | ||||||||
Collateral for LNG purchases
|
||||||||
Other restricted cash | ||||||||
Total restricted cash
|
$
|
$
|
||||||
Current restricted cash
|
$
|
$
|
||||||
Non-current restricted cash
|
10. |
Inventory
|
|
December 31,
2021
|
December 31,
2020
|
||||||
LNG and natural gas inventory
|
$
|
|
$
|
|
||||
Automotive diesel oil inventory
|
|
|
||||||
Bunker fuel, materials, supplies and other
|
|
|
||||||
Total inventory
|
$
|
|
$
|
|
11. |
Prepaid expenses and other current assets
|
|
December 31,
2021
|
December 30,
2020
|
||||||
Prepaid expenses
|
|
|
||||||
Recoverable taxes
|
||||||||
Due from affiliates
|
|
|
||||||
Other current assets
|
|
|
||||||
Total prepaid expenses and other current assets, net
|
$
|
|
$
|
|
12. |
Equity method investments
|
December 31, 2021
|
||||
Equity method investments as of December 31, 2020
|
$
|
|
||
Acquisition of equity method investments in the Mergers
|
|
|||
Dividends
|
(
|
)
|
||
Equity in earnings / losses of investees
|
|
|||
Foreign currency translation adjustment
|
|
|||
Equity method investments as of December 31, 2021
|
$
|
|
December 31, 2021
|
||||
Hilli LLC
|
$
|
|
||
CELSEPAR
|
|
|||
Total
|
$
|
|
December 31, 2021
|
||||
Balance sheet
|
||||
Current assets
|
$
|
|
||
Non-current assets
|
|
|||
Current liabilities
|
|
|||
Non-current liabilities
|
|
|||
Statement of operations
|
||||
Revenues
|
$
|
|
||
Net loss
|
(
|
)
|
December 31, 2021
|
||||
Balance sheet
|
||||
Current assets
|
$
|
|
||
Non-current assets
|
|
|||
Current liabilities
|
|
|||
Non-current liabilities
|
|
|||
Statement of operations
|
||||
Revenues
|
$
|
|
||
Net income
|
|
13. |
Construction in progress
|
|
December 31,
2021
|
December 31,
2020
|
||||||
Balance at beginning of period
|
$
|
|
$
|
|
||||
Acquisition of construction in progress from business combinations
|
||||||||
Additions
|
|
|
||||||
Impact of change in FX rates
|
( |
) | ||||||
Transferred to property, plant and equipment, net or finance leases
|
(
|
)
|
(
|
)
|
||||
Balance at end of period
|
$
|
|
$
|
|
14. |
Property, plant and equipment, net
|
|
December 31,
2021
|
December 31,
2020
|
||||||
Vessels |
$ | $ | ||||||
Terminal and power plant equipment
|
|
|
|
|
||||
CHP facilities
|
|
|
||||||
Gas terminals
|
|
|
||||||
ISO containers and other equipment
|
|
|
||||||
LNG liquefaction facilities
|
|
|
||||||
Gas pipelines
|
|
|
||||||
Land
|
|
|
||||||
Leasehold improvements
|
|
|
||||||
Accumulated depreciation
|
(
|
)
|
(
|
)
|
||||
Total property, plant and equipment, net
|
$
|
|
$
|
|
15. |
Goodwill and intangible assets
|
Terminals and
Infrastructure
|
||||
Balance at December 31, 2020
|
$ |
|
||
Acquired in the Mergers
|
|
|||
Balance at December 31, 2021
|
$ |
|
|
December 31, 2021
|
|||||||||||||||||||
|
Gross Carrying
Amount
|
Accumulated
Amortization
|
Currency Translation Adjustment
|
Net Carrying
Amount
|
Weighted
Average Life
|
|||||||||||||||
Definite-lived intangible assets
|
||||||||||||||||||||
Favorable vessel
charter contracts
|
$
|
|
$
|
(
|
)
|
$ |
$
|
|
|
|||||||||||
Permits and development rights
|
( |
) | ( |
) | ||||||||||||||||
Acquired power purchase agreements
|
( |
) | ||||||||||||||||||
Easements
|
|
(
|
)
|
|
|
|||||||||||||||
|
||||||||||||||||||||
Indefinite-lived intangible assets |
||||||||||||||||||||
Easements
|
|
-
|
( |
) |
|
n/a
|
||||||||||||||
Total intangible assets
|
$
|
|
$
|
(
|
)
|
$ |
$
|
|
|
December 31, 2020
|
|||||||||||||||||||
|
Gross Carrying
Amount
|
Accumulated
Amortization
|
Currency Translation
Adjustment
|
Net Carrying
Amount
|
Weighted
Average Life
|
|||||||||||||||
Definite-lived intangible assets
|
||||||||||||||||||||
Permits
|
$
|
|
$
|
(
|
)
|
$ |
$
|
|
|
|||||||||||
Easements
|
|
(
|
)
|
|
|
|||||||||||||||
Indefinite-lived intangible assets |
||||||||||||||||||||
Easements
|
|
-
|
|
n/a
|
||||||||||||||||
Total intangible assets
|
$
|
|
$
|
(
|
)
|
$ |
$
|
|
Year ended December 31:
|
||||
2022
|
$
|
|
||
2023
|
|
|||
2024
|
|
|||
2025
|
|
|||
2026
|
|
|||
Thereafter
|
|
|||
Total
|
$
|
|
16. |
Other non-current assets
|
|
December 31,
2021 |
December 31,
2020 |
||||||
Deposits
|
$
|
|
$
|
|
||||
Contract asset, net (Note 6)
|
|
|
||||||
Investments in equity securities | ||||||||
Cost to fulfill (Note 6)
|
|
|
||||||
Upfront payments to customers
|
|
|
||||||
Other
|
|
|
||||||
Total other non-current assets
|
$
|
|
$
|
|
17. |
Accrued liabilities
|
December 31,
2021 |
December 31,
2020 |
|||||||
Accrued development costs
|
$
|
|
$
|
|
||||
Accrued interest
|
|
|
||||||
Accrued bonuses
|
|
|
||||||
Accrued vessel operating and drydocking expenses | ||||||||
Accrued consideration in asset acquisition | ||||||||
Other accrued expenses
|
|
|
||||||
Total accrued liabilities
|
$
|
|
$
|
|
18.
|
Other current liabilities
|
December 31,
2021
|
December 31,
2020
|
|||||||
Deferred revenue
|
$
|
|
$
|
|
||||
Interest rate swaps (Note 8)
|
|
|
||||||
Equity agreement (Note 8)
|
|
|
||||||
Income tax payable
|
|
|
||||||
Due to affiliates
|
|
|
||||||
Other current liabilities
|
|
|
||||||
Total other current liabilities
|
$
|
|
$
|
|
19. |
Debt
|
December 31, 2021
|
December 31, 2020
|
|||||||
Senior Secured Notes, due
|
$ |
|
$ |
|
||||
Senior Secured Notes, due
|
|
|
||||||
Vessel Term Loan Facility, due
|
|
|
||||||
Debenture Loan, due
|
|
|
||||||
CHP Facility
|
|
|
||||||
Revolving Facility
|
|
|
||||||
Subtotal (excluding lessor VIE loans)
|
|
|
||||||
CCBFL VIE loan:
|
||||||||
Golar Nanook SPV facility, due
|
|
|
||||||
COSCO VIE loan:
|
||||||||
Golar Penguin SPV facility, due
|
|
|
||||||
AVIC VIE loan:
|
||||||||
Golar Celsius SPV facility, due /
|
|
|
||||||
Total debt
|
$ |
|
$ |
|
||||
Current portion of long-term debt
|
$ |
|
$ |
|
||||
Long-term debt
|
|
|
December 31, 2021
|
||||
2022
|
$ |
|
||
2023
|
|
|||
2024
|
|
|||
2025
|
|
|||
2026
|
|
|||
Thereafter
|
|
|||
Total debt
|
$ |
|
||
Less: fair value adjustments to assumed debt obligations
|
(
|
)
|
||
Less: deferred finance charges
|
(
|
)
|
||
Total debt, net deferred finance charges
|
$ |
|
Year Ended December 31,
|
||||||||||||
2021
|
2020
|
2019
|
||||||||||
Interest per contractual rates
|
$ |
|
$ |
|
$ |
|
||||||
Amortization of fair value adjustments to assumed debt obligations
|
|
|
|
|||||||||
Amortization of debt issuance costs, premiums and discounts
|
|
|
|
|||||||||
Interest expense incurred on finance lease obligations
|
|
|
|
|||||||||
Total interest costs
|
$ |
|
$ |
|
$ |
|
||||||
Capitalized interest
|
|
|
|
|||||||||
Total interest expense
|
$ |
|
$ |
|
$ |
|
20. |
Income taxes
|
Year Ended December 31,
|
||||||||||||
|
2021
|
2020
|
2019
|
|||||||||
United States
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
Foreign
|
|
(
|
)
|
(
|
)
|
|||||||
Income (loss) before taxes
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
Year Ended December 31,
|
||||||||||||
2021
|
2020
|
2019
|
||||||||||
Current:
|
||||||||||||
Domestic
|
$
|
|
$
|
|
$
|
|
||||||
Foreign
|
|
|
|
|||||||||
Total current tax expense
|
|
|
|
|||||||||
Deferred:
|
||||||||||||
Domestic
|
|
|
|
|||||||||
Foreign
|
(
|
)
|
|
|
||||||||
Total deferred tax expenses (benefit)
|
(
|
)
|
|
|
||||||||
Total provision for (benefit from) income taxes
|
$
|
|
$
|
|
$
|
|
Year Ended December 31,
|
||||||||||||
2021
|
2020
|
2019
|
||||||||||
Income tax at the statutory rate
|
|
%
|
|
%
|
|
%
|
||||||
Foreign tax rate differential
|
(
|
)
|
|
|
||||||||
US taxation on foreign earnings
|
|
(
|
)
|
|
||||||||
Change in valuation allowance
|
|
(
|
)
|
(
|
)
|
|||||||
Income attributable to non-controlling interest
|
|
(
|
)
|
(
|
)
|
|||||||
Effects of share based compensation
|
(
|
)
|
|
|
||||||||
Withholding taxes
|
|
|
|
|||||||||
Income tax credits
|
(
|
)
|
|
|
||||||||
Other
|
(
|
)
|
(
|
)
|
|
|||||||
Effective income tax rate
|
|
%
|
(
|
%)
|
(
|
%)
|
Year Ended December 31,
|
||||||||
2021
|
2020
|
|||||||
Deferred tax assets:
|
||||||||
Outside basis difference in partnership
|
$
|
|
$
|
|
||||
Accrued interest
|
|
|
||||||
IRC Section 163(j) interest carryforward
|
|
|
||||||
Federal and state net operating loss carryforward
|
|
|
||||||
Foreign net operating loss carryforward
|
|
|
||||||
Lease liability
|
|
|
||||||
Goodwill
|
|
|
||||||
Other
|
|
|
||||||
Total deferred tax assets
|
|
|
||||||
Valuation allowance
|
(
|
)
|
(
|
)
|
||||
Deferred tax assets, net of valuation allowance
|
|
|
||||||
Deferred tax liabilities:
|
||||||||
Equity method investments
|
(
|
)
|
|
|||||
Property and equipment
|
(
|
)
|
(
|
)
|
||||
Lease asset
|
(
|
)
|
(
|
)
|
||||
Other
|
(
|
)
|
|
|||||
Total deferred tax liabilities
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Net deferred tax liabilities
|
$
|
(
|
)
|
$
|
(
|
)
|
Year Ended December 31,
|
||||||||
|
2021
|
2020
|
||||||
Balance at the beginning of the period
|
$
|
|
$
|
|
||||
Change in valuation allowance
|
|
|
||||||
Balance at the end of the period
|
$
|
|
$
|
|
Year Ended December 31,
|
||||||||
|
2021
|
2020
|
||||||
Balance at the beginning of the period
|
$
|
|
$
|
|
||||
Assumed in the Mergers
|
|
|
||||||
Recognized in the income tax provision
|
(
|
)
|
|
|||||
Balance at the end of the period
|
$
|
|
$
|
|
21. |
Commitments and contingencies
|
22. |
Earnings per share
|
Year Ended December 31,
|
||||||||||||
2021
|
2020
|
2019
|
||||||||||
Basic
|
||||||||||||
Numerator:
|
||||||||||||
Net income (loss)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Less: net loss attributable to non-controlling interests
|
|
|
|
|||||||||
Net income (loss) attributable to Class A common stock
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Denominator:
|
||||||||||||
Weighted-average shares - basic
|
|
|
|
|||||||||
Net income (loss) per share - basic
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Diluted
|
||||||||||||
Numerator:
|
||||||||||||
Net income (loss)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Less: net loss attributable to non-controlling interests
|
|
|
|
|||||||||
Less: adjustments attributable to dilutive securities
|
|
|
|
|||||||||
Net income (loss) attributable to Class A common stock
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Denominator:
|
||||||||||||
Weighted-average shares - diluted
|
|
|
|
|||||||||
Net income (loss) per share - diluted
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
Year Ended December 31, | ||||||||||||
|
2021 | 2020 | 2019 | |||||||||
Unvested RSUs(1)
|
|
|
||||||||||
Class B shares(2)
|
|
|
||||||||||
Shannon Equity Agreement shares(3)
|
|
|
||||||||||
Total
|
|
|
(1) |
|
(2) |
|
(3) |
|
23. |
Share-based compensation
|
|
Restricted Stock
Units
|
Weighted-average
grant date fair
value per share
|
||||||
Non-vested RSUs as of December 31, 2020
|
|
$
|
|
|||||
Granted
|
|
|
||||||
Vested
|
(
|
)
|
|
|||||
Forfeited
|
(
|
)
|
|
|||||
Non-vested RSUs as of December 31, 2021
|
|
$
|
|
Year Ended December 31,
|
||||||||||||
2021
|
2020
|
2019 | ||||||||||
Operations and maintenance
|
$
|
|
$
|
|
$ | |||||||
Selling, general and administrative
|
|
|
||||||||||
Total share-based compensation expense
|
$
|
|
$
|
|
$ |
Unrecognized
|
Weighted Average
|
|||||||||||
Units Vested / |
Compensation
|
Remaining Vesting
|
||||||||||
PSUs Granted
|
Units Granted
|
Range of Vesting
|
Probable of Vesting |
Cost⁽¹⁾
|
Period
|
|||||||
Q1 2020 (“2020 Grant”)
|
|
|
$
|
|
|
|||||||
Q1 2021 (“2021 Grant”)
|
|
|
|
|
|
24. |
Related party transactions
|
25. |
Customer concentrations
|
26. |
Segments
|
• | Terminals and Infrastructure includes the Company’s vertically integrated gas to power solutions, spanning the entire production and delivery chain from natural gas procurement and liquefaction to logistics, shipping, facilities and conversion or development of natural gas-fired power generation. Leased vessels as well as acquired vessels that are utilized in the Company’s terminal or logistics operations are included in this segment. |
• | Ships includes FSRUs and LNG carriers that are leased to customers under long-term or spot arrangements. FSRUs are stationed offshore for customer’s operations to regasify LNG;
|
Year Ended December 31, 2021
|
||||||||||||||||||||
(in thousands of $)
|
Terminals and
Infrastructure⁽¹⁾ |
Ships⁽²⁾
|
Total Segment
|
Consolidation
and Other⁽³⁾
|
Consolidated
|
|||||||||||||||
Statement of operations:
|
||||||||||||||||||||
Total revenues
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||
Cost of sales
|
|
|
|
(
|
)
|
|
||||||||||||||
Vessel operating expenses
|
|
|
|
(
|
)
|
|
||||||||||||||
Operations and maintenance
|
|
|
|
(
|
)
|
|
||||||||||||||
Segment Operating Margin
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||
Balance sheet:
|
||||||||||||||||||||
Total assets(4)
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
Other segmental financial information:
|
||||||||||||||||||||
Capital expenditures(4)(5)
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
Year Ended December 31, 2020
|
||||||||||||||||||||
(in thousands of $)
|
Terminals and
Infrastructure⁽¹⁾ |
Ships⁽²⁾
|
Total Segment
|
Consolidation
and Other⁽³⁾
|
Consolidated
|
|||||||||||||||
Statement of operations:
|
||||||||||||||||||||
Total revenues
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
Cost of sales
|
|
|
|
|
|
|||||||||||||||
Vessel operating expenses
|
|
|
|
|
|
|||||||||||||||
Operations and maintenance
|
|
|
|
|
|
|||||||||||||||
Segment Operating Margin
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
Balance sheet:
|
||||||||||||||||||||
Total assets(4)
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
Other segmental financial information:
|
||||||||||||||||||||
Capital expenditures(4)(5)
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
Year Ended December 31, 2019
|
||||||||||||||||||||
Terminals and
|
Consolidation
|
|||||||||||||||||||
(in thousands of $)
|
Infrastructure⁽¹⁾
|
Ships⁽²⁾
|
Total Segment
|
and Other⁽³⁾
|
Consolidated
|
|||||||||||||||
Statement of operations:
|
||||||||||||||||||||
Total revenues
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
Cost of sales
|
|
|
|
|
|
|||||||||||||||
Vessel operating expenses
|
|
|
|
|
|
|||||||||||||||
Operations and maintenance
|
|
|
|
|
|
|||||||||||||||
Segment Operating Margin
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
|||||||
Other segmental financial information:
|
||||||||||||||||||||
Capital expenditures⁽⁵⁾
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
Year Ended December 31,
|
||||||||||||
(in thousands of $)
|
2021
|
2020
|
2019
|
|||||||||
Net income (loss)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Add:
|
||||||||||||
Selling, general and administrative
|
|
|
|
|||||||||
Transaction and integration costs
|
|
|
|
|||||||||
Contract termination charges and loss on mitigation sales
|
|
|
|
|||||||||
Depreciation and amortization
|
|
|
|
|||||||||
Interest expense
|
|
|
|
|||||||||
Other (income) expense, net
|
(
|
)
|
|
(
|
)
|
|||||||
Loss on extinguishment of debt, net
|
|
|
|
|||||||||
(Income) from equity method investments
|
(
|
|
|
|||||||||
Tax provision
|
|
|
|
|||||||||
Consolidated Segment Operating Margin
|
$ | $ | $ | ( |
) |
27. |
Subsequent events
|
Description
|
Balance at
Beginning of Year
|
Additions(1)(2)
|
Deductions
|
Balance at
End of Year
|
||||||||||||
|
||||||||||||||||
Year ended December 31, 2021
|
||||||||||||||||
|
||||||||||||||||
Allowance for expected credit losses
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Year ended December 31, 2020
|
||||||||||||||||
|
||||||||||||||||
Allowance for expected credit losses
|
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Year ended December 31, 2019
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Allowance for doubtful accounts
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(
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)
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(1) |
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(2) |
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