New Fortress Energy Inc. (NASDAQ:NFE) Q3 2024 Earnings Call Transcript

New Fortress Energy Inc. (NASDAQ:NFE) Q3 2024 Earnings Call Transcript November 7, 2024

Operator: Good day, and welcome to the New Fortress Energy Third Quarter 2024 Earnings Results Conference Call. Today’s conference is being recorded. At this time, I would like to turn the call over to Matthew Reinhard, Managing Director. Please go ahead.

Matthew Reinhard: Thank you, and good morning, everyone. Thank you for joining today’s conference call, where we will discuss our third quarter 2024 results. The call is being recorded and will be available by replay on the Investors section of our website under the subheading Events and Presentations. At the same location, you will find a presentation that we will walk through on today’s call. Please review this as it includes important information on forward looking statements and non-GAAP measures. With that, let me hand it over to our Chairman and CEO, Wes Edens. Wes?

Wesley Edens: Great. Thanks, Matt, and thanks everyone for dialing in. So as usual, we will refer to the deck as we flip through here, but let’s start at the beginning. So Page 3, first with the quarterly financial results. Q3 adjusted EBITDA $176 million that was basically right on top of what we forecast here last summer. From an operational standpoint, the quarter was a very placid one. So we continue to operationalize FLNG operations. I’ll talk about that in a minute. We sold our first full cargo was sold and transported to Europe. We obtained the non FTA permits in Labor Day, which allowed us to then ship to non-FTA countries. Of course, it looks like that band is likely to be lifted in presidential election but that was a good milestone for us.

We are reducing our guidance in the fourth quarter modestly due to some maintenance that we’ve taken here. So we’re going to have lower volumes in FLNG. The unit is back up and is running well now. We’ve been working on optimizing production but we’re very, very happy with the production of it and I’ll talk about that in a second, but that’s good. We also are going to bring Barcarena in place that into service, which has got some accounting implications, but it’s nothing but positives from an operational standpoint, from a business standpoint, but Andrew will talk about that in a minute. The claim from FEMA is something I get asked about all the time. We continue to have conversations with Weston, which is our contractor, as well as with the core and with FEMA and expect — as expected, we do think that the resolution of that is pending and is positive.

We don’t have anything specific to report on it. Obviously, the impact of the FEMA settlement in the Q4 or Q1 would materially affect what our forecast would be. And also to the extent that these new strategic options that we are pursuing that I’ll talk about at some length come to bear, they could move things around. So actually the ability to then forecast specifically away from operations is a little more complex just because these are such big and large individual transactions. So notable events, let’s flip to the following page. Start with fast FLNG. Prior to the maintenance event, we ran for 14 days on an hourly basis at about 105% of nameplate capacity, so working extremely well. This is now the time of the process in the liquefier that you then sit down with the vendors and brainstorm about debottlenecking and operational changes that you can implement to increase production.

We had a big meeting in Houston on Monday exactly on this. It went really well. Our team is quite positive that there’s a number of short-term additions that we can bring into it to add 3% to 5% to 10% of nameplate capacity. That is consistent with other people in the industry. This is just a natural process to go through. First, get up and running at full nameplate. Second, make those adjustments that allow you to enhance what you’re doing. So, very, very good news there. We’re just completing our fourth cargo, I believe, this morning. One thing about this, I’ve been asking questions. The Penguin is about 170,000 cubic meters of storage. The average ship that we’re filling on our run back and forth to Puerto Rico is about 135,000 cubic meters.

That buffer provides us a tremendous amount of operational flexibility. So when there is weather, when there’s a storm that has gone through and there are swells and you have to maybe delay a day or here or there that 35,000 cubic meters of buffering basically means that we expect to have no downtime from an operational standpoint as we load and that’s been our experiences thus far. So all going well and going to plan but FLNG has moved squarely out of the construction phase into the last stages of commissioning and now operationally we’re performing kind of extremely well. Brazil, I’m going to leave Andrew to talk about this, but the big construction continues. The bottom line from our standpoint is on time, on budget. The EPC is performing extremely well and there’s a tremendous beehive activity there, but I’ll let Andrew talk about that specifically.

Lastly for us, a big focus for the company has the corporate refinancing and capital formation that we did in the quarter and culminating with the signing of our agreements here this morning to kind of finalize it. But in simple terms, what we did is we refinanced and extended out 100% of the 2025 corporate debt, 2/3 of the 2026 is into a single class and then extended the vast majority of the revolvers to 2027. Lastly, we also completed a $400 million equity raise that I actually personally participated in a significant amount of investment back in October as well. What this has done is it basically has added significant liquidity to the company and also has extended debt maturities that now allows for us to really pursue the next series of things I’m going to talk about here in a very ordinary course of events.

So that’s great. It was done very collaboratively with our bondholders and our banks. We’re blessed to have a very, very professional and broad based group of lenders that worked with us well. And now it sets the stage for us to focus on the strategic goals that we outlined the other day. But before I get to that let me turn over the rest of the updates to Andrew. Andrew?

Andrew Dete: Hey, so nice to talk to everybody again. I’m on Page 5. Just talking about the Brazil construction update. So a positive update this quarter. CELBA 2 which is our 630 megawatt combined cycle plant is just at 80% complete. So, really good milestone for us there. You can see the pictures on the bottom left. We’ve got a real power plant on-site and we’ve almost 2,000 people on-site last month. So, a ton of activity going on. Sort of in the final stages of the electromechanical assembly everything is on-site and now it’s just a matter of kind of all the work getting done. Our forecast for this is cash flows commencing in second half of 2025, and that’s the firm date and great EPC agreement with Mitsubishi and Toyo-Setal as well.

So, everything on track at CELBA 2 for the moment and really good progress over the last quarter. Our Portocem project which if you remember we acquired — assigned to acquire in December. And then I think announced in January of this year and we moved that to the site at Barcarena and is under construction today. We made a lot of progress there; we’re actually ahead of schedule. So we’ve planned on being 15% complete at this point and we’re actually achieving 25% complete. So we’ve had great activity. If you see the pictures on the bottom right, what you can see there in the top are the four different pads for the large gas turbines and then the big clear to the bottom is for the substation. Mitsubishi is making great progress on the turbines as well.

So that progress is that project is really coming together faster than expected. And right now we’re ahead of schedule, so very positive update on our construction in Brazil for the quarter. And back to you, Wes.

Wesley Edens: Yes. So flipping the page in Nicaragua, this is the last of the terminals that we expect to go operational. Our expectation is still in Q1. The 300 megawatt power plant, 100% complete. The jetty and the FSU is 95% complete. We expect that to be completed here in the next month or two. The pipeline, as you can see, has been dredged and is being put in place. So, just the remaining works really include finalizing the jetty and then connecting the pipeline from the terminal to the power plant. And we expect to put the freeze, our FSRU, will go in there when it gets out of the dry dock here at the end of this year. So a very, very good update from that standpoint. So now flip me to the next section too on the strategic update.

Let’s start with the on the page and this is quotes from the words that we put out on our 8-K a couple of days ago. So on October 2, 2024, New Fortress Energy announced a series of financing transactions that upon closing are intended to increase the company’s liquidity and financial flexibility. That’s what we just referred to. Amanda will talk about that in a little bit more detail. In furtherance of these goals, the company has begun work to identify strategic partners for one or more of our primary businesses, including projects in Brazil, Puerto Rico, Jamaica, Mexico, Nicaragua, FLNG1 and Klondike. Company expects to explore with potential strategic partners, financings, commercial ventures or asset sales that are intended to enhance the company’s liquidity and financial flexibility.

That’s the 8-K that we issued a couple of days ago, which I think does a clear job of laying out what our focus is in. From a the lay perspective, what I think about this is that what we are focused on in simple terms is that we believe that the sum of the parts of our businesses and units are worth significantly more than the current debt and equity levels of the company. And so our focus therefore is to close that gap by focusing on individual assets that can be capitalized, bringing partners kind of et cetera to realize that value. The characteristics of our businesses for the most part are, number one, they are fully constructed or in the case of Brazil will be shortly. Therefore have very little, if any construction risk. They’re operating assets with many long-term committed customers.

Number two, they need little or no CapEx. And so the cash flows that they generate, which are significant from operations essentially go straight to the bottom line. Number three, they have LNG supply to match the customers. So essentially, when you match the supply and the demand that you remove commodity exposure and what is left is simply a matched business between inflows of product, outflows of gas and power to customers and then just a long-term contract between both the supply and the demand and it becomes really just a pure infrastructure business. And lastly, they have visible and clear growth prospects as only a fraction of the capacity of the asset itself is utilized. These characteristics in sum total are basically the holy grail of infrastructure investments.

No construction risk or little significant cash flow with very, very long-term commitments, no CapEx, so there is no additional capital that goes straight to the bottom line, long operational histories without incidents and no commodity exposure. So that’s broadly speaking is the description of our assets. When you flip to Page number 9, we believe that there’s significant value in all of the businesses. We’ve chosen to highlight these three as they are the most developed and most significant in size, but we’re very positive and constructive on the value of all of them and believe that once added together, the sum of the parts is quite substantially greater than the current valuation of our debt and equity. These three assets, Brazil, Jamaica and then the combination in Puerto Jamaica and FLNG 1 have the characteristics which I just went through.

They have long-term supply specifically matched with the long-term customer uptake, which mitigates the commodity exposure. The projects, again with the exception of the final construction in Brazil but the other two, the projects are completed and are operational and require little or no additional CapEx and they have very significant value add in terms of material growth opportunities. Each of these are unique assets but they have a lot of similarities. We’ve invested billions of dollars in building these and taken many years in doing so, roughly 10 years in making in Jamaica, seven years in Puerto Rico, five years in Brazil. So the investments we’ve made have resulted in these terrific assets and now we think we’re very well positioned to go talk to investors about different options for them.So let’s look at Page 10.

Kind of going from left to right, the Puerto Rico and FLNG assets are the perfect downstream complement and upstream complement to each other. As FLNG 1 is now operational and possibly FLNG 2, they each have a significant independent value because, obviously, we live in a world where there’s still a significant difference between the price of creating LNG and what the market will pay for it.But they have far more value than our estimation when you combine them with the downstream needs of San Juan. We have a Jones Act exemption that allows us to bring the gas straight from one side to the other. Today in Puerto Rico we have this 80 TBtu island wide gas contract that is partially utilized but we’re very, very optimistic that that’s going to like change and grow substantially.But even today it’s a 70 plus TBtu market.

There’s nine customers. LNG supply 20 years. The contract duration is four years, but we think that there’s a good chance that that will change over time. The total owned and managed power capacity across the complex is 9,000 megawatts. So it’s a huge market, which we have obviously a very significant presence of and now we have the supply to match that.Jamaica, which is our oldest and most mature asset, 30 TBtu’s volumes, 25 customers, we have supply matching against it for 20 years. Average contract duration is 17 years. Own tower and managed capacity of 330 megawatts, right? So that’s very, long-term and very, stable and significantly has a chance to grow materially. And then lastly, the Brazil complex, which again I’ll leave to Andrew to talk about.

But in the north, you have a massive combination of terminal baseload customer with Norsk Hydro 2.2 gigawatts of power. It’s an island of activity in one of the most environmentally sensitive parts of the world with huge long-term off-takes. So what is the plan? The goal for us is simply to deleverage the company and by doing so greatly simplify for investors the merits of the assets that we own. The refinance gives us the ability to do this in a thoughtful and measured manner. One of the key elements of that refinance is that to the extent that we use asset sales, we can pay off debt without penalty. So this results in effectively a very flexible capital structure to the extent that we pursue asset sales, which is what we’re going to do. You can also organically deleverage by simply making more money than it costs you to pay the bills, which is of course a base case but the asset sales can greatly accelerate this process and that’s why it’s where our focus is.

The form of the strategic transactions could be a number of different forms. They could be equity sales or JVs. They could be partnerships. They could be outright sales of all our portions of these businesses. We’ve hired advisors on a few of these and expect a very, busy few months as we go forward on this. Fortunately, electricity and access to it is perhaps the hottest topic in the world both internationally and domestically as well. And the only commodity that cannot be purchased as I said before is time. We’ve invested the time decades of time in these assets and expect that we’ll have a lot of interesting things to talk about as we move ahead. So I’ll turn it over to Andrew to talk about Jamaica.

Andrew Dete: Yes, thanks. So as a follow-up to that, we just want to provide a case study on our Jamaica business. So on Page 12, just a reminder, NFE really started in Jamaica with the Montego Bay terminal in 2015, which was completed in 2016. We then built our CHP plant in 2017 and then constructed the Old Harbour terminal just west of Kingston in 2018. Old Harbour was finished in 2019 and then we would COD on the power plant in 2020. The map on the left really going to orient you to our business in Jamaica. The Montego Bay terminal is critical because it supplies the Bogue power plant as well as serves our 21 different small scale customers, which are most of the large industrial customers in Jamaica. The Old Harbour terminal is directly connected by pipeline to the Clarendon CHP plant, which we own, just about 150 megawatts that supplies electricity to Jamaica Public Service and then also supplies steam to the Jamalco alumina refinery.

And then it’s also connected by pipeline to the Old Harbour power plant, which is owned by Jamaica Public Service. So really we own and supply three of the major power plants on the island. We supply out of our Montego Bay terminal, basically the 21 largest industrial customers on the island with LNG. And you can see the key metrics on the bottom right. Traditionally, we’ve supplied about 30 TBtus a year. We have 23 plus customers. We started all of our long-term agreements were initially 20 years. There are about 17 years remaining generally now. And they have two components. One is a fixed capacity payment and the other is a volumetric payment for the gas that has about an 85% take or pay on the volumes every year. I mentioned 17 years average remaining contract duration.

We own the 150 megawatt combined heat and power plant at Clarendon. And overall, we account for about 65% of the electricity supply in Jamaica. Moving to Page 13, it just gives you a better sense for our operations. So today, we basically base out of the Old Harbour terminal just west of Kingston. We run a shuttle vessel from there up to our Montego Bay terminal about once a week to keep the storage at Montego Bay supplied. We received larger international LNG deliveries into the Old Harbor Terminal. And then we supply gas by pipeline to the three power plants I mentioned, one of which we own and the two others are owned by JPS and we supply gas under a long-term agreement. And then out of our Montego Bay terminal is where we run our trucking business to the 21 industrial customers I mentioned.

On Page 14, just a few investment highlights on how to think about our business in Jamaica. So we have really long-term off-takes, so 17 years average remaining contract duration. Jamaica Public Service has been a great partner to us. We’ve had an extremely productive relationship, even kind of going through difficult economic times like during COVID. We’ve had a great business relation with them and our ability to continue to grow and do more. As you guys might know, Jamaica Public Service is actually owned by Marubeni and Korea East-West Power as well as the government of Jamaica. We have investment grade LNG supply. So we generally supply Jamaica through a long-term delivered contract with [Shell]. And as Wes mentioned, this creates the business that we have set out as a mission to create NFE, which is a long-term spread business between selling gas and power in Jamaica under the 17 year long-term off-take agreements and then receiving international LNG shipments from [Shell] under our DES contract and delivered into the Old Harbour terminal.

We have a great operating team. So we’ve — since 2015 obviously had a great team in Jamaica that runs the terminals, runs the trucking operations and we’ve had a great base of people that’s grown over time. NFE actually started a program at the University of West Indies to help train people in cryogenic engineering. We’ve hired a bunch of those people. They’ve been great employees for us and generally a place where we’ve had a super capable and positive team.And then the next step here is obviously continued to grow. So we have great opportunities for incremental growth. Bunkering is a big one in terms of targeting the switch for container vessels to LNG supply. And then also many new opportunities to develop new power in Jamaica continue to grow access to electricity in the country and continue to supply other small-scale customers.Further, we think as the market develops, our hub in Jamaica can really be a hub for the entire Caribbean.

We’re obviously sort of well-located to access other Caribbean islands. Obviously, our Puerto Rico business actually started and was supplied out of Jamaica originally, which is a great case study for growing other countries out of using this terminal in Jamaica as a hub. And all that incremental growth requires very little CapEx. Page 15 is a deeper dive on our Montego Bay terminal. So it’s about a 24 TBtu terminal in terms of capacity. We built these on storage tanks here, which provide about 57 TBtus of annual storage. This is what we supply once a week from our main terminal in Old Harbour.Here we re-gas and send gas to the Bogue power plant which is connected by pipeline to this terminal here and then we also run our trucking operations out of the truck loading manifold you can see on the left side of the storage tanks there.Page 16 is the offshore terminal in Old Harbour.

So this is just west of Kingston and that’s the 170,000 FSRU Hoegh Gallant. This is a world scale LNG terminal can accept all those sort of large cargo deliveries you can imagine coming into the terminal here. And it’s just a few miles offshore and connected by pipeline into the power system in Jamaica. Page 17 is a picture of our CHP plant, so combined heat and power. So here we use the two Siemens SGT 800 turbines, which you can see there to produce electricity that we sell to JPS and then the high pressure steam which comes off of that is sold and used in the alumina refining process at the Jamalco refinery, which you can’t see here, but it’s sort of just to the right side of the picture there and it’s connected by pipeline. So, one of the incremental growth opportunities is certainly to sell more gas into the Jamalco alumina refinery, which we’re looking to do over time as well.

Page 18 just shows kind of how important this has been to Jamaica. So I mentioned before, as a combination of the power that we supply, the gas that we supply and then the small scale fuel that we supply, we’re about 65% of the overall kind of energy production in Jamaica. So, really critical infrastructure for the country.By entering into these relationships from 2015 to 2019. And doing this in a way where we were able to lock long-term prices over 20 years, we’ve been able to have a really good effect on Jamaica’s overall energy cost, which we think has been reflected really positively in sort of the overall macro picture for Jamaica. So debt to GDP from when we started was about 135%, it’s gone down to about 75%. Huge credit to the leadership team in Jamaica and everything they’ve done to bring that number down.

Unemployment rate, when we started there was about 14%, now it’s about 4.5% and then they’ve been upgraded a number of times from B rating to BB minus. Jamaica has been an amazing case study for economic development and macro development. And we think by making the very smart decision to do long-term gas and power at very stable and competitive market prices, that’s at a great base to be able to do a number of these sort of positive macro developments. On the right side, you can see, when we came to the country in 2015, natural gas was zero, oil based energy generation was 97% of the mix. That’s flipped. Natural gas is now 64% and oil is down to 16%, which we think over time continues to develop. And obviously, this kind of base of dispatchable natural gas generation has obviously created the ability to then go do other intermittent sources of generation in Jamaica.

And we’ve seen a lot of renewable power development from that time as well. So we calculate about $2 billion of overall fuel cost savings, a 33% reduction in carbon emissions and then 36.5 million trees planted, an equivalent from what NFE has been able to do in switching from oil-based power in Jamaica to natural gas. Page 19 is just a few of the growth vectors that we see going forward in Jamaica. Bunkering is really the big one. Where the Old Harbour terminal is just top of Kingston is a super busy shipping lane. And we’ve already seen a number of kind of spot transactions in bunkering that we’ve been able to do. And as more cargo ships, both on the container side and the bulk carrier side, continue to get either built with LNG based engines or able to convert, we think this is going to be a huge opportunity for our terminal to service kind of all of the commercial ship traffic that goes by Jamaica.

On the new power side, there’s a need for a new power plant on the East side of Kingston, which is the Government of Jamaica make has been public about and we think that’s something we want to be involved in. And obviously, over the next couple of years, something we believe should and could happen. And then also continue to convert some of the other kind of peaking generation on the island that still runs on oil to gas is a main focus of ours. I mentioned incremental gas supply. We’re already connected by pipeline to the Jamalco alumina refinery. There’s an opportunity there. And then we see other opportunities with continuing to grow the LNG fuel for the industrial base of the country. And then I mentioned on the right side, continuing to be a hub for the Caribbean.

We obviously effectively did that in starting our Puerto Rico business where we initially ran volumes out of Jamaica. But we continue to grow into other places that want to have cleaner fuels and more access to electricity in the Caribbean. With that, I will move into the refinancing update to — in Page 21. As Wes mentioned, we’ve just completed a refinancing transaction which basically refinances our 2025 notes, which were previously $875 million and also exchanges about 2/3 of the 2026 and 2029 notes. All of those are going into a new bond tranche for us, which is a November 2029 maturity at 12%. So you can see here the page that takes the bonds at the top, the three series we previously had, the ’25, the ’26s and the ’29s, and it can show those kind of going into this new series of notes at the bottom which we’re calling the senior note to 2029 new.

And that is effectively pushing out the maturities by refinancing all of the ’25 and then 2/3 of the ’26s and ’29s. We’re also increasing our overall debt a little bit by raising some new money. So we’ve bolstered our overall corporate liquidity by raising incremental $327 million as part of this transaction, in combination with the $400 million of equity that we did, it’s about $727 million of incremental corporate liquidity. Flipping to Page 22. This just tracks how we pushed out the maturities of this transaction. So not only have we refinanced the ’25 notes as well as 2/3 of the ’26s and the ’29s. But we’ve also pushed out our revolver — most of our revolver maturity. So we have a $1 billion revolver. We’ve pushed out $900 million of that revolver maturity into 2027.

So 18 months from where it was in 2026. $100 million of that is not extending and staying at the 2026 maturity date. So this is our new maturity profile, which generally back ends our bond maturities into 2029. Chris, I turn it over to you.

Christopher Guinta : Great. Thanks, Andrew. Good morning, everybody. Let’s move to Slide 24 and talk through CapEx and financials. This first slide, Page 26 — 24, excuse me, is meant to be responsive to questions that we’ve received about gross and net CapEx and seeks to provide a little added clarity. I know there are a lot of numbers here, but let me talk through the concepts and then we will drill down on 2025. So we start with CapEx for the statement of cash flows and reduced for capitalized interest, and that gets you to gross CapEx. For the non-accountants out there, here’s how capitalized interest works. When we’re building large capital projects, we’re required to include a portion of the company’s interest expense that was incurred during construction.

To do that, we estimate the amount of interest expense of the company in total and attribute some of that total to our construction projects and include those costs on our balance sheet. You’ll notice that we don’t have a forward capitalized interest expense forecast for ’25 and ‘26 as this is highly dependent on when assets are placed into service. As our assets migrate from construction in progress to PPE, you’ll see capitalized interest reduced to zero. Following down the page, we show the notional gross dollars of CapEx for each of the asset classes, power plants, terminals, maintenance, vessels and FLNG. Finally, when we show the asset-level financings associated with the power plant and FLNG projects and we arrive at the blue bolded line called net CapEx, which we’ve showed in the past.

So if I focus on 2025, as you can see, the forecasted gross CapEx is $815 million made up of $415 million of power plant CapEx, which aligns with the $415 million of power plant financing and $330 million of CapEx associated with FLNG 2, again, aligning with the FLNG term-loan A facility. So the conclusion is of the $815 million in gross CapEx, there’s $745 million funded through committed debt facilities, leaving approximately $70 million of net CapEx will be funded by cash flows from operations. Now to the financial results for the third quarter, and we’re looking at Slide #25. Total segment operating margin for Q3 was $220 million. This breaks down to $185 million from sales to customers through our downstream terminals and cargoes that were sold to the market.

As Wes has mentioned before, when the market price exceeds the price we can sell through the terminals, we can optimize the portfolio, which we’ve done from time to time. We had another $35 million of operating margin from the ships segment. Core SG&A for the third quarter was $26 million, which is down for the third consecutive quarter this year, and better approximates what we will be running on a go forward basis in 2025. The deferred earnings line reflects a payment that received in Q3 and shows up in segment revenue, but will not be earned in EBITDA or earnings until 2025. So this is just similar to what we did in Q2. We collected about $60 million in a prepayment for sale of cargoes that will be delivered in 2025. And — we were slightly long LNG based on our scheduled delivery, and we were able to take advantage of strong market dynamics and lock in earnings that will be recognized in ’25.

The $60 million collected in Q3 gets netted against $42 million that was earned in Q3, leaving 18 as deferred and excluded from the adjusted EBITDA line. As a result of all of this, the adjusted EBITDA for the third quarter was $176 million, bringing us to $636 million for the nine months ended September 30. And finally, moving on to Slide #26. We had $9 million in GAAP net income and $0.03 a share. When you adjust for a $2 million impairment charge for the Miami liquefier, you result in adjusted net income of about $11 million for Q3, which is about $0.05 a share. On the Miami liquefier, we have received regulatory approvals, and we do expect to close that sale before the end of the month. Finally, the funds from operations for the first quarter was $46 million or about $0.22 a share.

Couple of quick comments on the balance sheet. Obviously, Andrew has been at the Vanguard with bond holder group over the past several weeks, but I wanted to highlight that we’ve been able to work with our involving — revolving letter of credit and term loan A lenders to agree to a few critical amendments that further show their support for the company in our strategic initiatives. Specifically on the revolving credit facility, we’ve extended $900 million into new tranches that will mature on October 27, thus reducing 2026 maturities and derisking the balance sheet further. Pricing on this facility is attractive relative to the new bond issuance and we’re thankful for the continued support of our relationship lending syndicate. One last thing I want to flag is that the filing of the third quarter 10-Q with the SEC will be done on Tuesday, November 12.

As we’ve discussed this morning, we’ve reached a binding deal with the bondholder group as well as the various bank facilities that will settle in the next two weeks. However, at the time of the filing, the 2025 bonds and various bank facilities will show as current liabilities on the balance sheet. Once the transactions close and fund, the maturities will extend and accurately reflect the long-term nature of debt classification. We will be putting out a press release when the transactions fund that shows the pro-forma balance sheet for [ 930 ] with the appropriate classification. With that, I’ll turn the call back over to the operator for Q&A.

Q&A Session

Operator: [Operator Instructions] The first question is from Ben Nolan with Stifel.

Frank Galanti : This is Frank Galanti on for Ben. I wanted to start with the status of the FLNG 2. How are you guys thinking about CapEx on that? And has it received all the regulatory approval and the financial agreement with Mexico. And then, do you have the ability to toggle development timing to manage cash flows?

Christopher Guinta : Actually, it’s in reverse order. So absolutely have the ability to toggle timing to manage cash flows. And that’s why you’ve seen kind of the CapEx expected in Q3 and Q4 related to FLNG 2 decrease. So we have several different mechanisms within the contract for the module construction and the civil construction that allow us to pace CapEx at our own discretion so that’s very important. On the second of the three parts and our relationship with Mexico remains extremely strong. There’s been administration — administration change there recently. And the new leadership of the CFE have reiterated to us their support for this facility and for the overall partnership. We’ve extended our gas supply to them in other parts of the country in Baja.

And so we remain, I think accounted and trusted on partner with the CFE. Our execution of existing — excuse me, future permits is still pending. And as they organize over the course of we expect the next kind of 90 days, they’ll get back into kind of the regular issuances of various construction permits that would be needed. Again, nothing dissimilar to what we’ve done for FLNG number 1 and should be received in ordinary course. On the first part of the project, look, we have — the expected CapEx, as we laid out, I think it was Slide 24, shows that you kind of go back to full spend rates in January. And so again, that will be a discussion with the management team on exactly how fast we want to move forward. But these are contracts with the construction outfit for the modules and you have contract signed — fixed-price contracts for the civil construction onshore at the Altamira facility.

Wesley Edens : Yes. I mean from a business standpoint, the combination of FLNG 2 or even prospectively 3, et cetera, with the operating FLNG 1 asset is something that is obviously a big, big part of the process that we’re going through in terms of looking at these individual business units. I mean to the extent you have incremental downstream demand, which, of course, we do, having more supply there in a more efficient way in a relatively short period of time could be very, very attractive for a third party. So we know that because we’ve gotten lots of inquiries about that, but that’s one of the things that definitely will be into consideration. You don’t have to bundle the two of them together, but there are obviously synergies to doing so just like you find the different trains of Train 1, 2, 3, 4, the different liquefiers. It’s the same basic process here.

Frank Galanti : Then switching gears a little bit to Puerto Rico. Previous guidance was sort of north of 100 TBtus with that 80 TBtu island wide contract. But the recent detailed financial update only guided to 53 TBtu in 2025. I think that both of the difference was the conversion of either the Aguirre or the Mayaguez power plant. Is that the right way to think about that? And then can you give an update on the status of those power plant conversions, the regulatory perspective.

Wesley Edens : Yes. Well, the — our view was that there was a bit of a hiatus there pending the elections. The elections happened. Jenniffer was elected governor. Two days ago, her first speech, she refers to gas conversions and new gas fired power being needed, which we think literally from the beginning, the first minute of the first day, you can get a transcript of her speech, but it actually couldn’t have been more consistent, more positive with what we think it is. We think that there are a number of very, very simple and obvious gas conversions, the first of which will be these MegaGens, which we think will be turned on here in the next couple of days. You then have Mayaguez, [Kavalachi], Aguirre all of these are significant users of diesel.

And they basically end up costing Puerto Ricans significant amounts of money on burning diesel versus natural gas. I think that with the new administration, you’re going to get a renewed focus on that. The conversions of those, we think are actually quite straightforward. When you look at Puerto Rico, broadly speaking, I think it is one of the largest market opportunities of diesel to gas changeovers. Anywhere we’re aware of, it could save them literally billions of dollars on an ongoing basis. So there couldn’t be a stronger business case for it. And I think in the next 60, 90, 120 days, you’re likely to see a significant amount of activity out of there and these numbers then will kind of reflect that. The 53 TBtus is only the base case of what is there at this moment and does not at all reflect what we think that the market opportunity is likely to be in the coming months.

Operator: The next question is from Craig Shere with Tuohy Brothers.

Craig Shere : So I understand some of the parts arguments, but historically, the business model seems to have been build and monetize power plants that retain downstream import terminals. After the next coming quarters of rejiggering, has that long-term focus changed? And could you see finally achieving stable recurring modelable operations by maybe 2026?

Wesley Edens : A little confused about the nature of it. I mean, I think that — the basic plan in any of these markets is the same, which is to go in there, provide gas and power to people that need it. There’s obviously big deficits of access to gas, big deficits of access to power. And so we have built power in places. We built the power plant in Jamaica as an example. We’re building these power plants in Brazil, we’re building — we built a small power plant in Mexico. But really, what you’re left with is incredibly simple in each and every case. It’s basically a discrete supply of gas into the country, a discrete downstream demand from customers, no commodity risk, a very stable and very long-term sort of cash flows and one that can go up materially with little additional capital.

I mean, that is literally the holy grail of an infrastructure investment. And so these individual markets are at various levels of development but they’re all very, very — either at or very close to be completed. Jamaica is complete. Puerto Rico is complete. Mexico is complete. Nicaragua turns on next quarter, the Brazil stuff will be turned on materially over the course of the next 9 to 18 months. And they all have very similar characteristics. There’s differences between them, but what they have that is remarkable is they’re all very substantial amounts of cash flow. So even when we say Jamaica is a relatively small market relative to our overall business, it’s $100 plus million of long-term income. There’s nothing small about $100 million for 17 years.

So we think that these things are worth far, far more as infrastructure investments than they’re being rated right now. And we’re going to go out and test the market for that, and we feel really good about it. And I think that selling one or two assets, you could literally end up in a place where you’ve paid off all your corporate debt and you’re in a very, very different place as a company. Even selling one would rerate it. So this is not a spurious exercise or one which we hope to try out. We are quite confident that we’re going to get great interest in these assets. So there’s a variety of different things we could do, and we’ll go pursue them and stay tuned. So that’s the basic plan.

Craig Shere : And as far as the value to others and what your long-term plan is for retained assets, do you see the Trump election victory possibly creating a new renaissance of U.S. liquefaction contracting? Perhaps spurring the market saturation, the moderating long-term pricing that really dramatically adds value to the downstream infrastructure you’ve built towards the end of the decade.

Wesley Edens : Yes. That’s a really, really — it’s a nuance point, and it’s a really good one. I mean lower prices help customers, and we’re in the customer business. So we still can perform, I mean, prices are high but they’re not ridiculously high right now. So you can still basically provide people gas and power and they can afford it. But obviously, to the extent that you had a more normalized forward curve, as you do right now in the end of the decade that’s just good for the customers, and that that’s good for these downstream assets. I mean our capacity utilization across the portfolio is around 20%. So what it means is we’ve invested billions of dollars building this, decades building them and whatnot and you still have a lot of capacity to go.

So a lower price commodity price would definitely encourage more consumption and it would be beneficial to us. So I do think that — and look, we’re not experts on the political landscape, but it certainly seems like the ban on the LNG exports is very likely to be eased. And if freights are more normalized, there’s a vibrant economy, there’s probably more LNG to be produced, which is net-net, a good thing for the market and for us.

Operator: The next question is from Chris Robertson with Deutsche Bank.

Chris Robertson : I just wanted to ask a question here with regards to the current FSRU market and how the company is thinking about some sub-chartering opportunities, especially as it relates to the Eskimo. I guess, where do you guys see the best test market opportunities right now globally? And how should we be thinking about that in terms of a potential uplift to EBITDA going forward?

Wesley Edens : So we have a fleet of FSRUs, some of which we use, some of which are actually surplus and are leased out to others. There’s still a real premium placed on the FSRU market because there’s a lot of need for re-gas capacity and it takes time and money to build new ones. We have one short-term charter that’s coming off that we think is at a material discount to what the market value is. That would be a big win for us. We think there’s other situations as well. But the kind of hidden value of our long-term Energos portfolio from our standpoint is that we think that there is a substantial amount of uplift from a number of those assets, FSRUs to be at the top of the list. And we want to report on things that have happened rather than forecast about things that could happen, but we think that the differences are material.

So the one big charter into [M Shab ] and I guess a couple of years ago, the Eskimos and another one that’s on the list. But there should be some good activity to report on, hopefully in the very near-term.

Operator: The next question is from Martin Malloy with Johnson Rice.

Martin Malloy : I wanted to ask first about free cash flow looking forward to next year. In the early September presentation, I think you had $1.3 billion in an illustrative adjusted EBITDA out there for 2025. And then given your CapEx, $70 million net CapEx on Slide 24 here, should we be looking for free cash flow in ’25 available for debt reduction north of $1 billion?

Christopher Guinta : Marty, it’s Chris. I think we — the way you read that prior slide is absolutely correct. So we do have EBITDA less the maintenance CapEx and kind of unfunded CapEx of about $70 million next year. So we keep talking about free cash flow. It’s important to say you have CapEx, so definitional free cash flow will still be negative, but you have the financings that will support the bulk of the CapEx spend. So I agree that the way to think about it is as we put on the prior slide, EBITDA less the unfunded CapEx, less, obviously, debt service and taxes. And so using that methodology, I would expect that to be positive in 2025.

Martin Malloy : And then there wasn’t any discussion around data centers on the call yet. Could you maybe give us an update there?

Wesley Edens : Sure. We have a ton going on in terms of the assets that we own. In Wyalusing, we’ve had a number of conversations with a variety of different tenants for it. One of which were, I think, is a very good fit for us, and we’re working on it. Just — I’ve not updated on it simply because we don’t have a definitive agreement in hand. We’re optimistic we can have one in the very short-term. And the one thing I would say is that the overall market sentiment and interest in island power. So kind of off the grid power to supplement people’s access to the grid has grown exponentially over the next — pass of 6 to 12 months, and it’s a hot, hot topic. I mean, this recent ruling by FERC on the Amazon situation at Talon. I think it adds to that.

We think that the abilities we have as a company to provide power in a relatively short period of time, it’s highly reliable and cost effective is an extraordinary benefit for us. And we’re just — we’re very focused on this first site because it’s something we control. We’re in the process of filing for permits to allow us to build power, get water, build data centers, et cetera. And I think that the economic model for it is a compelling one. And I think when we have our first in-hand contract, we’ll talk about it with folks. But we think it is not only a very attractive stand-alone investment but in perspective, it could be a real model for a number of others to follow. So more on that to come. And hopefully, by the time we have another update here we’ll have something great to talk about.

Operator: Next question is from Wade Suki with Capital One.

Wade Suki : Just first, sort of a logistical question, if I may, kind of — kind of for the ship watchers out there. I know you all mentioned the — I think it was the BW Pavilion was headed to Puerto Rico, it seems to have stopped in Jamaica and the Virgin Isles. Kind of help explain, if you don’t mind, kind of the logistics side of things and how to read through some of the movements you might see on Bloomberg or whatever other services we’re using here.

Wesley Edens : Well, I think that the ship watching is going to be a pretty boring sport for the FLNG assets in Puerto Rico because we expect over time that turns into basically a bucket or gate of just simply ship loads of LNG from Puerto Rico — from Altamira and taking it to Puerto Rico. So there’s that. Obviously, there’s — there are adjustments that you make when you need to move cargoes around to service customer demand. In some cases, you have to discharge a heel if it’s U.S. gas and not able to go to Puerto Rico. There’s a variety of small things that happen. But the basic logistics path that we expect over time is ships being filled in Altamira, going to Puerto Rico to discharge and returning. That’s the bulk of that.

In Jamaica, we have a long-term contract with [Shell], there is a DES contract that basically just delivers it there. In Barcarena, we have other contracts of service. So it’s not that many terminals, it’s not that much complexity. I think the focus on FLNG is to make sure that number one, it’s operational performing as expected, which it is, which is great. And then the logistics of it are so simple that there’s just a number of different things you can do to move it around. But we’re just servicing our demand in Puerto Rico and as the unit becomes more and more and more productive and reliable and in service those logistics become easier and easier to kind of to keep track of.

Wade Suki : And just kind of going forward, safe to assume maybe a cargo every couple of two, three weeks, something like that. Is that on target?

Wesley Edens : Yes. I think about 20 days-ish, right? 18 to 20 days is about what full capacity is. I guess we had a really good production run, 14 days consecutively running at 105% with no breaks. We took a downturn, a maintenance cycle to replace a valve that had been — that needed to be swapped out and fixed, that just came back online. So we’re back producing now. And our expectation now is that given the performance that we have seen thus far and the reliability of it, we have really high hopes that, that now only improves and we add a little bit more production over time, and it just runs. And that would be the cycle. And this last — the nuance that I kind of — because I’ve gotten this question from a number of different people, what do you do when there’s wave activity or swells and you have trouble loading.

There’s a difference between the 170,000, 135,000, in terms of the capacity gives you kind of four or days of window on either side of it, which is a tremendous amount of flexibility to move in and kind of load and do one for the other. So that’s where the logistics path for this is such a simple one, and one that is highly reliable, which we feel is exactly what we designed it for, but it’s working really well.

Wade Suki : If I could squeeze one more in. Just on SG&A, obviously, a little uptick here. Can you help us kind of parch that out for us? And then maybe help us think about the path forward on SG&A.

Christopher Guinta : Yes. I would say like the focus on core SG&A is down three consecutive quarters. Overall, SG&A had a lot of non-cash items in it this quarter, and also some expenses related to the transactions that we’re undertaking. And that’s why we have kind of the transactional or integration costs separated out. But overall, when I look into 2025, I would expect it to be close to the $25 million or so in core SG&A and a small bit $5 million to $10 million of cash, and then any noncash costs would run through the T&I stuff.

Operator: There are no further questions at this time. I will turn the conference back to Wes Edens for any additional or closing remarks.

Wesley Edens: That’s great. Well, thanks for your participation and your interest in the company and the call this morning. We look forward to updating you on this in the near-term. Thank you. Have a good day.

Operator: This concludes today’s call. Thank you for your participation. You may now disconnect.