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Index to Condensed Combined Financial Statements

 

Page

Condensed Combined Balance Sheet

F-2

Condensed Combined Statement of Operations

F-3

Condensed Combined Statement of Changes in Equity

F-4

Condensed Combined Statement of Cash Flows

F-5

Notes to Condensed Combined Financial Statements

F-7

 

 


 

NFE Jamaica

(A Business of New Fortress Energy Inc.)

Condensed Combined Balance Sheet

As of March 31, 2025

(in thousands of U.S. dollars)

 

March 31, 2025

Assets

 

 

 

Current assets

 

 

 

Cash and cash equivalents

$

8,558

 

Restricted cash

 

636

 

Receivables, net of allowances of $2,972

 

87,106

 

Inventory

 

40,532

 

Prepaid expenses and other current assets

 

7,306

 

Total current assets

 

144,138

 

 

 

 

 

Property, plant and equipment, net

 

307,312

 

Right-of-use assets

 

118,828

 

Deferred tax assets, net

 

651

 

Other non-current assets, net

 

31,589

Total assets

$

602,518

 

 

 

Liabilities

 

 

 

Current liabilities

 

 

 

Accounts payable

$

5,013

 

Current portion of long-term debt

 

19,703

 

Accrued liabilities

 

7,928

 

Current lease liabilities

 

15,357

 

Interest payable due to affiliates

 

156,015

 

Other current liabilities

 

5,298

 

Total current liabilities

 

209,314

 

 

 

 

 

Long-term debt

 

198,393

 

Loans due to affiliates

 

55,589

 

Non-current lease liabilities

 

104,041

 

Deferred tax liabilities, net

 

25,111

 

Other long-term liabilities

 

5,389

Total liabilities

$

597,837

 

 

 

Equity

 

 

 

Net parent investment

 

4,681

Total equity

 

4,681

Total liabilities and equity

$

602,518

 

F-2


 

NFE Jamaica

(A Business of New Fortress Energy Inc.)

Condensed Combined Statement of Operations

For the three months ended March 31, 2025

(in thousands of U.S. dollars)

 

 

Three Months Ended March 31, 2025

 

 

Revenues

 

 

Operating revenues

$

94,178

Total revenues

 

94,178

Operating expenses

 

 

 

Cost of sales (exclusive of depreciation shown separately below)

 

75,089

 

Operations and maintenance

 

10,796

 

Selling, general and administrative

 

7,003

 

Depreciation and amortization

 

5,692

 

Total operating expenses

 

98,580

 

Operating loss

 

(4,402)

Interest expense

 

8,445

Other expenses, net

 

43

 

Loss from continuing operations before income taxes

 

(12,890)

Tax provision

 

103

Loss from continuing operations

 

(12,993)

 

Net loss

$

(12,993)

 

Net income attributable to non-controlling interest

 

(413)

 

Net loss attributable to NFE Jamaica

$

(13,406)

 

F-3


 

NFE Jamaica

(A Business of New Fortress Energy Inc.)

Condensed Combined Statement of Changes in Equity

For the three months ended March 31, 2025

(in thousands of U.S. dollars)

 

 

Net parent investment (deficit)

 

Non-controlling interest

 

Total equity

Balances as of January 1, 2025

$

(7,616)

$

(578)

$

(8,194)

Net income (loss)

 

(13,406)

 

413

 

(12,993)

Net transfers from Parent

 

26,690

 

 

26,690

Acquisition of non-controlling interest

 

(987)

 

165

 

(822)

Balances as of March 31, 2025

$

4,681

$

$

4,681

 

F-4


 

NFE Jamaica

(A Business of New Fortress Energy Inc.)

Condensed Combined Statement of Cash Flows

For the three months ended March 31, 2025

(in thousands of U.S. dollars)

 

 

Three Months Ended March 31, 2025

Cash flows from operating activities

 

 

Net loss

$

(12,993)

Adjustments for:

 

Amortization of deferred financing costs

 

225

Depreciation and amortization

 

5,692

Movement in credit loss allowances

 

230

Deferred taxes

 

(283)

Share-based compensation

 

(1,123)

Unrealized losses due to foreign currency, net

 

(77)

Other

 

(1,657)

Changes in operating assets and liabilities:

 

 

Increase in receivables

 

(1,697)

Increase in inventories

 

(25,540)

Increase in prepayments/other assets

 

(1,582)

Decrease in right-of-use assets

 

4,413

Increase in accounts payable

 

819

Increase in accrued liabilities

 

869

Decrease in lease liabilities

 

(4,807)

Increase in interest payable due to affiliates

 

4,663

Increase in other liabilities

 

5,760

Net cash used in operating activities

$

(27,088)

 

 

 

Cash flows from investing activities

 

 

Capital expenditures

 

(519)

Net cash used in investing activities

$

(519)

 

 

 

Cash flows from financing activities

 

 

Proceeds from loans due to affiliates

 

747

Principal payments on finance lease liabilities

 

(23)

Acquisition of non-controlling interest

 

(822)

Net transfers from Parent

 

27,813

Net cash provided by financing activities

$

27,715

 

 

 

Net increase in cash, cash equivalents and restricted cash

 

108

Cash, cash equivalents and restricted cash – beginning of period

 

9,086

Cash, cash equivalents and restricted cash – end of period

$

9,194

 

 

 

Supplemental disclosure of non-cash investing and financing activities:

 

 

Changes in accounts payable and accrued liabilities associated with construction in progress additions

$

(216)

 

F-5


 

The following table identifies the balance sheet line-items included in Cash and cash equivalents and Restricted cash presented in the Condensed Combined Statement of Cash Flows. Restricted cash consists of funds that are contractually restricted as to usage or withdrawal and have been presented separately from Cash and cash equivalents on the Condensed Combined Balance Sheet. As of March 31, 2025, Restricted cash consisted of cash restricted for performance and customs bonds.

 

 

Three Months Ended March 31, 2025

Cash and cash equivalents

$

8,558

Restricted cash

 

636

Cash, cash equivalents and restricted cash – end of period

$

9,194

 

F-6


 

1. Organization

New Fortress Energy Inc. (“NFE” or “Parent”) is a global energy infrastructure company founded to help address energy poverty and accelerate the world’s transition to reliable, affordable and clean energy. NFE owns and operates natural gas and liquefied natural gas (“LNG”) infrastructure, ships and logistics assets to rapidly deliver turnkey energy solutions to global markets. NFE has liquefaction, regasification and power generation operations in the United States, Jamaica, Brazil and Mexico.

On March 27, 2025, NFE announced the execution of an agreement to sell its assets and operations in Jamaica (“NFE Jamaica” or the “Company”). The principal activities of the Company are the operation of an LNG regasification facility in Montego Bay, operation of an offshore LNG regasification and storage facility in Old Harbour, operation of dual-fired combined heat and power facility in Clarendon and sale of LNG and natural gas to industrial end-user customers in Jamaica.

2. Basis of presentation

The accompanying unaudited interim Condensed Combined Financial Statements present, on a historical basis, the results of operations, financial position, and cash flows of the Company. The Condensed Combined Financial Statements have been prepared from the Parent’s historical accounting records and presented as if the Company had operated on a standalone basis throughout the periods presented. Historically, separate financial statements have not been prepared for the Company, and it has not operated as a stand-alone business from the Parent. The Condensed Combined Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect all normal and recurring adjustments which are, in the opinion of management, necessary to provide a fair statement of financial position, results of operations, and cash flows of the Company. These Condensed Combined Financial Statements and accompanying notes should be read in conjunction with the Company’s audited Combined Financial Statements for the year ended December 31, 2024.

3. Revenue recognition

Operating revenue in the Condensed Combined Statement of Operations includes revenue from sales of LNG and natural gas, as well as outputs from the Company’s natural gas-fueled power generation facilities, including power and steam.

Under most customer contracts, invoicing occurs once the Company’s performance obligations have been satisfied, at which point payment is unconditional. Receivables are contractual rights to receive cash on a fixed or determinable date and are carried at amortized cost. Receivables are recognized on the Condensed Combined Balance Sheet as the amount invoiced to the customer, net of an allowance for current expected credit losses. As of March 31, 2025, all receivables were related to revenue from contracts with customers totaling $87,106, and were included in Receivables, net of allowances on the Condensed Combined Balance Sheet. This balance is net of current expected credit losses of $2,972. Amounts are written off against the allowance when management is certain that outstanding amounts will not be collected. For the three months ending March 31, 2025, there were no receivables written off.

Receivables outstanding as of December 31, 2022 due from Jamalco, a bauxite mining and alumina producer in Jamaica, under the terms of the gas sales agreement (“GSA”) were recognized in the ordinary course of business. As of March 31, 2025, $30,928 of these receivables remains outstanding. Receivables outstanding are contractually due and payable by Jamalco, and the Company is actively pursuing the collection of these receivables. While the Company believes these receivables are collectible, based on the length of time these receivables have been outstanding, there is a risk that the full amount of these receivables will not be recovered, and this amount could be material to these Condensed Combined Financial Statements.

F-7


 

The Company estimates expected credit losses based on relevant information about the current credit quality of customers, past events, including historical experience, and reasonable and supportable forecasts that affect the collectability of the reported amount. Credit loss expense, inclusive of credit loss expense on all categories of financial assets, is recorded within Selling, general and administrative in the Condensed Combined Statement of Operations. The Company believes the carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximated their fair value as of March 31, 2025 and are classified as Level 1 within the fair value hierarchy.

 

 

Allowance for Current Expected Credit Losses

Balance as of January 1, 2025

$

2,900

Net change in allowance

 

72

Balance as of March 31, 2025

$

2,972

Contract assets are comprised of the transaction price allocated to completed performance obligations that will be billed to customers in subsequent periods. Contract liabilities reflect unconditional payments due or paid under the contracts with customers prior to the Company’s satisfaction of the related performance obligations. The contract assets and contract liabilities balances as of March 31, 2025 are detailed below:

 

 

March 31, 2025

Contract assets – current

$

361

Contract assets, net – non-current

 

4,979

Total contract assets, net

$

5,340

 

 

 

Contract liabilities– current

$

4,449

Contract liabilities– non-current

 

Total contract liabilities, net

$

4,449

 

 

 

Revenue recognized in the period from:

 

 

Amounts included in contract liabilities at the beginning of the period

$

356

No material credit losses are expected for contract assets as of March 31, 2025.

The Company has recognized costs to fulfill contracts with customers, which primarily consist of expenses required to enhance resources to deliver under agreements with these customers. These costs can include set-up and mobilization costs incurred ahead of the service period, and such costs will be recognized on a straight-line basis over the expected term of the agreement. As of March 31, 2025, the Company has capitalized $9,006, of which $604 of these costs is presented within Prepaid expenses and other current assets, and $8,402 is presented within Other non-current assets, net on the Condensed Combined Balance Sheet.

Transaction price allocated to remaining performance obligations

Some of the Company’s contracts are short-term in nature with a contract term of less than a year. The Company applied the optional exemption not to report any unfulfilled performance obligations related to these contracts.

F-8


 

The Company has arrangements in which LNG, natural gas or outputs from the Company’s power generation facilities are sold on a “take-or-pay” basis whereby the customer is obligated to pay for the minimum guaranteed volumes even if it does not take delivery. The price under these agreements is typically based on a market index plus a fixed margin. The fixed transaction price allocated to the remaining performance obligations under these arrangements represents the fixed margin multiplied by the outstanding minimum guaranteed volumes. The Company expects to recognize this revenue over the following time periods. The pattern of recognition reflects the minimum guaranteed volumes in each period:

Period

 

Revenue

Remainder of 2025

$

196,028

2026

 

260,337

2027

 

258,693

2028

 

253,554

2029

 

249,657

Thereafter

 

2,302,296

Total

$

3,520,565

For all sales contracts that have a term exceeding one year, the Company has elected the practical expedient in ASC 606 under which the Company does not disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. For these excluded contracts, the sources of variability are (a) the market index prices of natural gas used to price the contracts, and (b) the variation in volumes that may be delivered to the customer. Both sources of variability are expected to be resolved at or shortly before delivery of each unit of LNG, natural gas, or power. As each unit of LNG, natural gas, or power represents a separate performance obligation, future volumes are wholly unsatisfied.

Customer concentrations

For the three months ended March 31, 2025, revenue from two significant customers constituted 63% of total revenue, respectively. No other customer comprised of more than 10% of the Company’s revenues.

For the three months ended March 31, 2025, revenue from external customers were entirely derived from customers located in Jamaica. As of March 31, 2025, all of the Company’s long-lived assets were located in Jamaica.

4. Leases, as lessee

The Company has operating leases primarily for the use of vessels, marine port space, office space, land, and equipment under non-cancellable lease agreements. The Company’s leases may include multiple optional renewal periods that are exercisable solely at the Company’s discretion. Renewal periods are included in the lease term when the Company is reasonably certain that renewal options would be exercised, and the associated lease payments are reflected in the ROU asset and lease liability.

The Company’s leases include fixed lease payments which may include escalation terms based on a fixed percentage or may vary based on an inflation index or other market adjustments. Escalation resulting from changes in inflation indices and market adjustments, as well as other lease costs that depend on the use of the underlying asset, are not considered lease payments when calculating the lease liability or ROU asset. Instead, such payments are accounted for as variable lease cost when the condition that triggers the variable payment becomes probable. The Company also has a component of lease payments that are variable related to the LNG vessels, in which the Company may receive credits based on the performance of the LNG vessels during the period.

F-9


 

Right-of-use assets, Current lease liabilities, and Non-current lease liabilities as of March 31, 2025 were as follows:

 

 

March 31, 2025

Operating right-of-use-assets

$

118,438

Finance right-of-use-assets (1)

 

390

   Total Right-of-use assets

$

118,828

 

 

 

Current lease liabilities:

 

 

Operating lease liabilities

$

15,678

Finance lease liabilities

 

(321)

   Total Current lease liabilities

$

15,357

Non-current lease liabilities:

 

 

Operating lease liabilities

 

103,999

Finance lease liabilities

 

42

Total Non-current lease liabilities

$

104,041

(1) Finance lease ROU assets are recorded net of accumulated amortization of $121 as of March 31, 2025.

For the three months ended March 31, 2025, the Company’s operating lease cost recorded within the Condensed Combined Statement of Operations was as follows:

 

 

Three Months Ended March 31, 2025

Fixed lease cost

$

7,163

Variable lease cost

 

49

Short-term lease cost

 

7

 

 

 

Lease cost - Cost of sales

$

6,755

Lease cost - Operations and maintenance

 

231

Lease cost - Selling, general and administrative

 

233

Cash paid for operating leases is reported in operating activities in the Condensed Combined Statement of Cash Flows. Supplemental cash flow information related to leases was as follows for the three months ended March 31, 2025:

 

 

Three Months Ended March 31, 2025

Operating cash outflows for operating lease liabilities

$

6,795

Financing cash outflows for finance lease liabilities

$

23

 

F-10


 

The future payments due under operating leases as of March 31, 2025, are as follows:

 

 

Operating Leases

Due remainder of 2025

$

17,713

2026

 

22,396

2027

 

22,407

2028

 

22,479

2029

 

22,431

Thereafter

 

46,807

    Total lease payments

$

154,233

Less: effects of discontinuing

 

34,835

    Present value of lease liabilities

$

119,398

 

 

 

Current lease liabilities

$

15,357

Non-current lease liabilities

 

104,041

As of March 31, 2025, the weighted-average remaining lease term for operating leases was 6.9 years and finance leases was 1.5 years. Because the Company generally does not have access to the rate implicit in the lease, the incremental borrowing rate is utilized as the discount rate. The weighted average discount rate associated with operating leases and finance leases as of March 31, 2025 was 8.1% and 5.0%, respectively.

5. Inventory

As of March 31, 2025, Inventory consisted of the following:

 

 

March 31, 2025

LNG and natural gas inventory

$

31,540

Automotive diesel oil inventory

 

6,919

Bunker fuel, materials, supplies and other

 

2,073

Total Inventory

$

40,532

Inventory is adjusted to the lower of cost or net realizable value. Changes in the value of inventory are recorded within Cost of sales in the Condensed Combined Statement of Operations.

6. Prepaid expenses and other current assets

As of March 31, 2025, Prepaid expenses and other current assets were as follows:

 

 

March 31, 2025

Prepaid expenses

$

1,470

Recoverable taxes

 

1,914

Other current assets

 

3,922

Total Prepaid expenses and other current assets

$

7,306

Other current assets consists of finance lease assets, contract assets, costs to fulfill, and deposits.

F-11


 

7. Property, plant and equipment, net

As of March 31, 2025, the Company’s Property, plant and equipment, net was as follows:

 

 

March 31, 2025

Gas pipelines

$

66,319

Terminals

 

232,519

Power facilities

 

124,897

Construction in progress

 

1,714

Other equipment

 

23,857

Gross property, plant and equipment

 

449,306

Accumulated depreciation

 

(141,994)

Total Property, plant and equipment, net

$

307,312

Depreciation expense for the three months ended March 31, 2025 totaled $5,676.

8. Other non-current assets, net

As of March 31, 2025, Other non-current assets, net consisted of the following:

 

 

March 31, 2025

Contract assets, net (Note 3)

$

5,340

Costs to fulfill (Note 3)

 

9,006

Other assets

 

17,243

Total Other non-current assets, net

$

31,589

9. Accrued liabilities

As of March 31, 2025, Accrued liabilities were as follows:

 

 

March 31, 2025

Accrued bonuses

$

370

Accrued interest

 

1,331

Other accrued expenses

 

6,227

Total Accrued liabilities

$

7,928

10. Other current liabilities

As of March 31, 2025, Other current liabilities were as follows:

 

 

March 31, 2025

Income tax payable

$

941

Contract liabilities (Note 3)

 

4,449

Other current liabilities

 

(92)

Total Other current liabilities

$

5,298

 

F-12


 

11. Debt

As of March 31, 2025, Long-term debt consisted of the following:

 

 

March 31, 2025

South Power 2029 Bonds

$

218,096

Total debt

$

218,096

Total Current portion of long-term debt

$

19,703

Total Long-term debt

 

198,393

Long-term debt is recorded at amortized cost on the Condensed Combined Balance Sheet. The fair value of the Company’s long-term debt is $224,819 as of March 31, 2025. The Company utilizes a discounted cash flow approach with Level 2 inputs within the fair value hierarchy to calculate the fair value.

Fair value measurements and disclosures require the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize use of unobservable inputs. Level 1 includes observable inputs such as quoted prices in active markets for identical assets or liabilities. Level 2 includes 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.

Interest Expense

Interest expense recognized for the three months ended March 31, 2025 consisted of the following:

 

 

March 31, 2025

Interest on debt

$

3,557

Interest on loans due to affiliates

 

4,663

Amortization of debt issuance costs and discounts

 

225

Total Interest expense

$

8,445

12. Income taxes

The effective tax rate for the three months ended March 31, 2025 was (0.7)% . The total tax provision for the three months ended March 31, 2025 was $103. The Company's effective tax rate for the three months ended March 31, 2025 is lower than the Company's statutory tax rate principally due to valuation allowances recorded against deferred tax assets that are not more likely than not to be realized.

13. Commitments and contingencies

The Company is subject to certain tax, legal and regulatory proceedings, claims and disputes that arise in the ordinary course of business. The Company does not believe that these proceedings, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows.

14. Related party transactions

The Company has not historically operated as a stand-alone business and the Condensed Combined Financial Statements are derived from the consolidated financial statements and accounting records of the Parent. The following disclosure summarizes activity between the Company and the Parent.

Allocation of Parent corporate expenses

The Condensed Combined Statement of Operations and Condensed Combined Statement of Cash Flows include an allocation of costs for certain services provided by the Parent to the Company, such as human resources, finance, tax, accounting, legal, regulatory and compliance, information technology, and marketing. The cost of these services was allocated to the Company based on the proportion of revenue and headcount. The allocation amounted to $5,832 for the three months ended March 31, 2025.

F-13


 

 

The Condensed Combined Financial Statements do not necessarily include all of the expenses that would have been incurred by the Company had it been an independent, stand-alone company. It is not practicable to estimate actual costs that would have been incurred had the Company been an independent, stand-alone company during the periods presented. Management considers these allocations to be a reasonable reflection of the Company’s utilization of services or the benefit received.

DevTech investment

In 2018, the Company entered into a consulting arrangement with DevTech Environment Limited (“DevTech”) to provide business development services to increase the customer base of the Company. DevTech also contributed cash consideration in exchange for a 10% interest in a consolidated subsidiary. The 10% interest was reflected as non-controlling interest in the Company’s Condensed Combined Financial Statements.

In March 2025, the Company entered into an agreement to acquire DevTech's 10% non-controlling interest, and concurrently, terminated the consulting arrangement. A cash payment of $950 was made to DevTech, of which $822 was allocated to the value of the acquired shares of the subsidiary. The Company recognized approximately $128 in expense related to the consulting arrangement within Selling, general and administrative for the three months ended March 31, 2025.

Loans due to affiliates

As of March 31, 2025, the Company had loans from the Parent of $55,589 with maturities ranging from 2041 to 2043 and an interest rate of 9.0%. Interest expense on loans due to affiliates for the three months ended March 31, 2025 was $4,663. The Interest payable due to affiliates is due within one year.

The associated interest expense payable outstanding is presented as current, as the terms of the shareholder loan agreements detail that interest expense is due within one year. However, the Parent has provided a letter stating payments of current and future interest due will not be required, and none are contemplated to support the Parent’s liquidity, within one year of the date these Condensed Combined Financial Statements are available to be issued.

Net parent investment (deficit)

Net parent investment (deficit) in the Condensed Combined Balance Sheet and Condensed Combined Statement of Changes in Equity represents the Parent’s historical investment in the Company, the net effect of transactions with, and allocations from, the Parent, and the Company’s accumulated losses. Net transfers from Parent are included within Net parent investment in the Condensed Combined Balance Sheet.

The components of the Net transfers from Parent were as follows:

 

 

Three Months Ended March 31, 2025

Financing activities (cash inflow)

$

20,858

Costs allocated from Parent centralized shared corporate functions (cash inflow)

 

5,832

Net transfers from Parent as reflected in the Condensed Combined Statement of Changes in Equity

 

26,690

Share-based compensation (non-cash activity)

 

1,123

Net transfers from Parent as reflected in the Condensed Combined Statement of Cash Flows

$

27,813

 

F-14


 

Transactions with Parent:

 

During the normal course of operations, the Company routinely purchases LNG from the Parent. During the three months ended March 31, 2025, the Company purchased LNG, totaling $68,562, which is recognized within Cost of sales in the Condensed Combined Statement of Operations.

Lease Agreement

Beginning in 2021, the Company incurred costs arising from the lease of the Hoegh Gallant (“Gallant”) vessel, which was leased from NFE International Shipping LLC. The Gallant is the primary asset that performs the storage and regasification activities at the offshore facility at Old Harbour, Jamaica. The Company recognized $5,473 of lease expense related to the Gallant for the three months ended March 31, 2025. The operating Right-of-use asset, net and Lease liability were $113,278 and $113,264 as of March 31, 2025.

15. Subsequent events

On March 26, 2025, the Parent entered into an equity and asset purchase agreement to sell NFE Jamaica for cash consideration of approximately $1.1 billion, subject to certain purchase price adjustments.

On May 5, 2025, the Company provided a notice of repurchase of the 2029 South Power Bonds and related syndicated loan facility, a $30 million debt being prepaid simultaneously with the bonds. The Company will repurchase the 2029 South Power at 101% of the outstanding principal amount plus accrued and unpaid interest. The repurchase will be completed concurrently with the closing of the sale of NFE Jamaica, and the Parent will utilize proceeds received from the sale of NFE Jamaica to complete the repurchase.

The Company has evaluated subsequent events through May 13, 2025, the date on which the Condensed Combined Financial Statements were issued.

F-15