New Fortress Energy Inc.

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 Reinhardt, Managing Director. Please go ahead.

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?

Great. Thanks, Matt. 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 three, 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 continued to operationalize FLNG operations. I'll talk about that in a minute. We sold our first full cargo. It 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, Looks like that band is likely to be lifted in the 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... 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 Corps 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 a FEMA settlement in a quarter, the fourth quarter or first quarter, would materially affect what our forecasts 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 FOMG. Prior to the maintenance event, we ran for 14 days on an hourly basis at about 105% of main place capacity, so working extremely well. This is now the time of the process and the liquefier of the event. Sit down with the vendors and brainstorm about de-bottlenecking and operational changes that you can implement to increase production. We had a big meeting in Houston on Monday exactly on this that 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. Very, very good news there. We're just completing our fourth cargo, I believe, this morning. One thing about this, I've been asked some 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, you know, FLNG has moved squarely out of the – the construction phase into the last stages of commissioning, and now operationally we're performing kind of extremely well. You know, Brazil, I'm going to leave Andrew to talk about this, but, you know, the big construction continues. You know, the bottom line from our standpoint is On time, on budget, the EPC is performing extremely well, and there's a tremendous beehive of 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, 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, two-thirds of the 2026s 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?

Hey, so nice to talk to everybody again. I'm on page five, just talking about the Brazil construction update. So a positive update this quarter. Selva II, which is our 630 megawatt combined cycle plant, is just at 80% complete. So a really good milestone for us there. You can see the pictures on the bottom left. We've got a real power plant on site. We've almost 2,000 people on site last month. So, you know, a ton of activity going on. We're 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. You know, our forecast for this is cash flows commencing in the second half of 2025. And that's the firm data and EPC agreement, Mitsubishi and Toyo Satala as well. So, you know, everything on track at Selva 2 for the moment. And... you know, really good progress over the last quarter. Our Puerto Sen project, which if you remember, we acquired, signed to acquire in December and then I think announced in January of this year. And we moved that to the site of Bacarena and is under construction today. We've 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 at the bottom is for the substation. Mitsubishi is making great progress on the turbines as well, so that project is really coming together faster than expected, and right now we're ahead of schedule, so a very positive update on our construction in Brazil. for the quarter. And back to you, Wes.

Yeah, 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 in 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, flipping to the next section, too, on the strategic update. Let's start with the page, and this is quotes from the words that we put out on our 8K a couple of days ago. So on October 2nd, 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. The 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 aid that we issued a couple of days ago, which I think does a clear job of laying out what our focus is on. From 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, et cetera, to realize that value. You know, 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 customer's. So essentially, when you match the supply and the demand, 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's no additional capital that goes straight to the bottom line, long operational histories without incidents, and no commodity exposure. So that, broadly speaking, is the description of our assets. When you flip to page number nine, You know, we believe that there's significant value in all the businesses. We've chosen to highlight these three as they're 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, this 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 of Puerto Rico and FLNG1, 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 on 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. You know, 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 that 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 number 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 FONG, too. 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, in 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 change and grow substantially. But even today, it's a 70-plus TBT 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. You know, Jamaica, which is our oldest and most mature asset, 30 TBQs of volumes, 25 customers. We have supply matched against it for 20 years. Average contract duration, 17 years. Owned power and managed capacity of 330 megawatts, right? So that's very, very long-term and very, very stable and significantly has a chance to grow materially. And then lastly, you know, the Brazil complex, which can all lead to Andrew to talk about. But in the north, you have a massive combination of terminal, baseload customer with North 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 hot takes. You know, so what is the plan? The goal for us is simply to deleverage the company, and by doing so, greatly simplify for investors the you know, the merits of the assets that we own. The refinance gives us the ability to do this in a thoughtful and measured manner. You know, 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 do leverage. 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 or portions of these businesses. We've hired advisors on a few of these and expect a very, very busy few months as we go forward on this. You know, fortunately, electricity and access to it is perhaps the hottest topic, you know, 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.

Yeah, 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 Harbor Terminal just west of Kingston in 2018. Old Harbor was finished in 2019, and then we reached COD on the power plant in 2020. The map on the left really kind of orients 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 Harbor Terminal is directly connected by pipeline to the Clarendon CHP plant, which we own, which is about 150 megawatts. That supplies electricity to Jamaica Public Service, and then also supplies steam to the Jamalco Illumina Refinery. And then it's also connected by pipeline to the Old Harbor 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 TBTs 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% taker 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 Harbor 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 receive 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 offtake, so 17 years average remaining contract duration. Jamaica Public Service has been a great partner to us. We've had an extremely productive relationship, you know, even kind of going through, you know, difficult economic times like during COVID. We've had a a great business relationship with them and, you know, ability to continue to grow and do more. As you guys might know, Jamaica Public Service is actually owned by Maru Beni and Korea East West Power, as well as the government of Jamaica. We have investment grade LNG supply. So we, you know, generally supply Jamaica through a long-term delivered contract with Shell. And, you know, as Wes mentioned, you know, this creates the business that we you know, have set out as a mission to create NFE, which is a long-term spread business between selling gas and power in Jamaica under these 17-year long-term off-take agreements and then receiving international LNG shipments from Shell under our DES contract delivered into the Old Harbor Terminal. We have a great operating team. So, you know, we've, since 2015, obviously, had a great team in Jamaica that runs the terminals, runs the trucking operations, and we've, you know, had a great base of people that's grown over time. You know, 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, you know, generally a place where we've had a super capable and positive team. And then, you know, the next step here is obviously continue 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-source storage tanks here, which provide about 57 TBTUs of annual storage. This is what we supply. We supply once a week from our main terminal in Old Harbor. Here we regas 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 Harbor. So this is just west of Kingston, and that's the 170K FSRU Hogue Gallant. This is a world-scale LNG terminal. can accept all those sort of large cargo deliveries that 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 SGT800 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 aluminum 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 aluminum 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, you know, 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. You know, by entering into these relationships, you know, from 2015 to 2019 and doing this in a way where we were able to lock long-term prices over 20 years, you know, we've been able to have a really good effect on Jamaica's overall energy costs, 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 single B rating to double B minus. Jamaica has been an amazing case study for economic development and macro development. And we think You know, by, you know, making the very smart decision to do long-term, you know, gas and power at very stable and, you know, competitive market prices, that set a great base to be able to do a number of these sort of positive macro developments. On the right side, you can see, you know, 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 calculated about $2 billion of overall fuel cost savings, a 33% reduction in carbon emissions, and then 36.5 million trees planted equivalent from what NFE – you know, 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 sectors that we see going forward in Jamaica. You know, bunkering is really the big one. Where the Old Harbor terminal is just off of Kingston is a super busy shipping lane. And we've already seen, you know, a number of kind of spot transactions and bunkering that we've been able to do. And as more cargo ships, you know, both on the container side and the bulk carrier side continue to get either built with, you know, LNG based engines or, you know, 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, you know, there's a need for a new power plant on the east side of Kingston, which has, you know, the government of Jamaica has been public about, and we think that's, you know, something we want to be involved in. And obviously, you know, over the next couple years, something we believe should and could happen. And then also continuing 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 Lumina 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 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 two-thirds 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 25s, 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 Notes to 2029 New. And that is effectively pushing out the maturities by refinancing all of the 25s and then two-thirds 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 is about $727 million of incremental corporate liquidity. Flipping to page 22, this just tracks how we've pushed out the maturities with this transaction. So not only have we refinanced the 25 notes as well as two-thirds of the 26s and the 29s, but we've also pushed out most of our revolver maturity. So we have a billion-dollar 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 backends our bond maturities into 2029. Chris, turn over to you.

Great.

Thanks, Andrew.

Good morning, everybody. Let's move to slide 24 and talk through CapEx and financials. This first slide, page 24, 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 concept, and then we will drill down on 2025. So we start with CapEx per the statement of cash flows and reduce 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 is this is highly dependent on when assets are placed into service. As our assets migrate from construction and progress to PP&E, 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 we 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 financings, 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 to be funded by cash flows from operations. Now to the financial results for the third quarter, and I'm looking at slide number 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 cargos 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 ship 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. We were slightly long LNG based on our scheduled delivery and were able to take advantage of strong market dynamics and lock in earnings that will be recognized in 2025. The 60 collected in Q3 gets netted against 42 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 30th. And finally, moving on to slide number 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 $11 million for Q3, which is about $0.05 a share. On the Miami liquefier, we have received our 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 22 cents a share. A couple quick comments on the balance sheet. Obviously, Andrew has been at the vanguard with Bondholder Group over the past several weeks, but I wanted to highlight that we've been able to work with our revolving credit, letter of credit, and term loan A lenders to agree to a few critical amendments that further show their support for the company and our strategic initiatives. Specifically, on the revolving credit facility, we've extended $900 million into new tranches that will mature in October 27, thus reducing 2026 maturities and de-risking 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 10Q with the SEC will be done on Tuesday, November the 12th. 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.

Thank you. If you would like to ask a question, please signal by pressing star 1 on your telephone keypad. If you are using a speakerphone, please make sure the mute function is turned off to allow the signal to reach our equipment. Again, press star 1 to ask a question. The first question is from Ben Nolan with Stiefel.

Yeah, hi, this is Frank Glontian for Ben. Thanks for taking our questions. I wanted to start with the status of the FOMC2. 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?

Yeah, I'll actually hit that 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 FLNG2 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 an 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 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 one and should be received in ordinary course. On the first part of the project, you know, 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 you have contracts with the construction outfit for the modules, and you have signed fixed-price contracts for the civil construction onshore at the Altamira facility.

Yeah, 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 and so we we know that because we've gotten lots of inquiries about that but that's one of the things that definitely 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 that you know train one two three four the different liquefiers it's the same basic process here so great that's super helpful uh then switching gears a little bit to puerto rico

The 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 TBTUs in 2025. I think the bulk of the difference was the conversion of either the Aguirre or the Miagwa 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? Regulatory.

Yeah. Well, they argue was that there was a bit of a hiatus there pending the elections. The elections happened. Jennifer was elected governor two days ago. You know, her first speech, she refers to gas conversions and new gas fired power being needed, which we think is. 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, you know, a number of very, very simple and obvious gas conversions, you know, the first of which will be these megagens, which we think will be turned on here in the next, you know, couple of days. You then have MiGWES, Camelotchi, 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.

Great. I appreciate you taking my question. Thank you.

The next question is from Craig Shear with 2E Brothers.

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

I'm a little confused about the nature of it. I mean, I think that the 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 of building these power plants in Jamaica. In Brazil, 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 set 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, you know, these individual markets are at various levels of development, but they're all very, very, either at or very, very close to be completed. Jamaica is complete. Puerto Rico is complete. Mexico is complete. You know, Nicaragua turns on, you know, next quarter. The Brazil stuff will be turned on, you know, materially over the course of the next, you know, nine 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, you know, 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 re-rate 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.

Understood. 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, moderating long-term pricing? that really dramatically adds value to the downstream infrastructure you've built towards the end of the decade?

Yeah, that's a really, really, it's a nuanced point and it's a really good one. I mean, lower prices help customers and we're in the customer business. So, you know, 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's good for these downstream assets. I mean, our capacity utilization across the portfolio is around 20%. And 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 would be beneficial to us. So I do think that – and, you know, 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, you know, rates are – you know, more normalizers, a vibrant economy, there's probably more, you know, LNG to be produced, which is net-net a good thing for the market and for us.

Thank you.

The next question is from Chris Robertson with Deutsche Bank.

Hey, Wes, and good morning, everybody. I just wanted to ask a question here with regards to the current FSRU market and how the company's thinking about some subchartering opportunities. especially as it relates to the Eskimo. I guess, where do you guys see the best market opportunities right now globally, and how should we be thinking about that in terms of a potential uplift to EBITDA going forward?

Great question. 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 regas 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, you know, 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 being the top of the list. And, you know, we want to report on things that have happened rather than forecast about things that could happen. But we think the differences are material. So we did, you know, the one, you know, big, you know, charter into MSHABEN, I guess, a couple of years ago. You know, the ESCMO is another one that's on the list. But there should be some good activity to report on, you know, hopefully in the very near term.

I appreciate it. I'll turn it over. Thank you.

The next question is from Martin Malloy with Johnson Rice.

Good morning. Thank you for taking my questions. I wanted to ask first about free cash flow looking forward to next year. In an early September presentation, I think you had $1.3 billion in illustrative adjusted EBITDA out there for 2025, and then given your 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 a billion dollars?

Hey Marty, it's Chris. I think, you know, 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 for 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, give it to less the unfunded capex, less obviously debt service and taxes. And so using that methodology, I would expect that to be positive in 2025. Okay.

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

Sure. You know, we have a ton going on in terms of the asset that we own in Wyalusing. We've had a number of conversations with a variety of different tenants for it, one of which I think is a very good fit for us, and we're working on it. I'm not updated on it simply because we don't have a definitive agreement in hand. We're optimistic we could 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 last six 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, adds to that. We think that the abilities we have as a company to provide power in a relatively short period of time that's highly reliable and cost effective is an extraordinary benefit for us. 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, etc. I think that the economic model for it is a compelling one. I think when we have our first you know, in a hand contract. We'll talk about it with folks, but we think it is not only a very attractive standalone 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, you know, by the time we have another update here, we'll have something great to talk about.

Great. Thank you. I'll turn it back.

The next question is from Wade Suki with Capital One.

Good morning, everyone. Thank you for taking my questions. Just first, a logistical question, if I may, 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 Islands. Kind of help explain, if you don't mind, kind of a logistic side of things and and how to sort of read through some of the movements you might see on Bloomberg or whatever other services we're using here?

Well, I think that the ship watching is going to be a pretty boring sport for the FLNG asset in Puerto Rico because we expect over time that turns into basically a bucket brigade of just simply taking shiploads of LNG from Puerto Rico or from Altamira and taking it to Puerto Rico. So there's that. Obviously, you know, there are adjustments that you make when you need to move, you know, cargos around to service customer demand. In some cases, you have to discharge a heel if it's, you know, 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. You know, in Jamaica, we have a long-term contract with Shell. There's a DES contract that basically just delivers it there. In Bacarena, we have other contracts of service. So it's not that many terminals and it's not that much complexity. I think, you know, 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 keep track of. Understood. Appreciate that.

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?

Yeah, I think about 20 days-ish, right? 18 to 20 days is about what full capacity is. Like I said, 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 needed to be swapped out and fixed. That just came back online, so we're back producing now. 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. That would be the cycle. This last You know, 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? This difference between the 170,000 and 135,000 in terms of the capacity gives you kind of four or five 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. is such a simple one and one that is highly reliable, which we feel is exactly what we've designed it for, but it's working really well.

Awesome. Thank you. Appreciate it. If I could squeeze one more in. Just on SG&A, obviously a little uptick here. Can you help kind of parse that out for us and then maybe help us think about the path forward on SG&A?

Yeah, 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, you know, $5 to $10 million of cash, and then any non-cash costs would run through the T&I stuff.

Awesome. Thank you all so much. Appreciate it.

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

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.