Business Context and Reporting Period
New Fortress Energy LLC filed this Form 8-K on June 10, 2020, reporting completion of previously disclosed exchange transactions. The filing is not a periodic financial report and does not provide current-period revenue or operating results.
Transaction and Capital Structure
- The Company issued 144,342,572 Class A shares in exchange for an equal number of New Fortress Intermediate LLC units and an equal number of Class B common shares.
- Following closing, the Company owned all New Fortress Intermediate LLC units directly or indirectly, and no Class B shares remained outstanding.
- Economic interests previously reported as non-controlling interest were reclassified to Class A shares. Related results previously attributed to non-controlling interest will thereafter be attributed to stockholders.
Financial Metrics and Pro Forma Effects
- For the year ended December 31, 2019, $166.7 million previously presented as net loss attributable to non-controlling interest would have been presented as net loss attributable to stockholders on a pro forma basis.
- For the three months ended March 31, 2020, the corresponding pro forma amount was $49.4 million.
- Pro forma basic and diluted net loss per share would have been $(1.29) for 2019 and $(0.34) for the three months ended March 31, 2020.
- If the transaction had occurred on March 31, 2020, $234.4 million of non-controlling interest would have been reclassified to Class A shares.
- The filing does not provide revenue, cash flow, margin, debt, liquidity, or guidance metrics.
Material Changes, Outlook, and Risks
The principal material change is the elimination of the reported non-controlling interest associated with the exchanging members and the resulting attribution of their share of earnings or losses to stockholders. The filing provides no new management outlook, contingencies, or operating risk discussion.
The pro forma information is illustrative only and is not necessarily indicative of the results or financial position that would have existed had the exchange transactions occurred on the assumed dates. It does not project future results or financial position.
Investor Verification Items
- Verify the final share count and ownership structure after issuance of the 144,342,572 Class A shares.
- Confirm the accounting treatment of the former non-controlling interest in subsequent financial statements.
- Reconcile future net income or loss attributable to stockholders and per-share results with the pro forma amounts disclosed here.
- Review the June 9, 2020 Form 8-K, which is incorporated by reference and contains the underlying exchange transaction details.