EX-99.3 2 draft-projectmarlinxprofor.htm EX-99.3

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

On May 14, 2025, New Fortress Energy, Inc. (“NFE”, the “Company”, “we”, “our” and “us”) completed the previously announced sale (the “Transaction”) of its Jamaica business, including operations at the LNG import terminal in Montego Bay, the offshore floating storage and regasification terminal in Old Harbour and the 150 megawatt Combined Heat and Power Plant in Clarendon, along with the associated infrastructure, (the “Jamaica Business”) to Excelerate Energy, Inc. for aggregate cash consideration of $1.055 billion pursuant to the Purchase Agreement dated March 26, 2025 (the “Purchase Agreement”).

The following unaudited pro forma condensed consolidated financial statements (which we refer to as the “pro forma financial statements”) have been prepared from the Company’s historical consolidated financial statements, adjusted to give effect to the Transaction. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2025 reflects the Company’s financial position as if the Transaction had occurred on March 31, 2025. The unaudited pro forma condensed consolidated income statements for the three months ended March 31, 2025 and for the year ended December 31, 2024 reflects the Company’s results as if the Transaction had occurred as of January 1, 2024. The Transaction does not qualify as a discontinued operation as it does not represent a strategic shift that will have a major effect on the Company’s operations or financial results.

The pro forma financial statements have been prepared based on information available and certain assumptions that management believes are reasonable, as further described below. They are not intended to be a complete representation of the Company’s financial position or results of operations had the Transaction occurred as of the period indicated. In addition, the pro forma financial statements are provided for illustrative and informational purposes only and are not necessarily indicative of the Company’s future results of operations or financial condition had the Transaction and related transactions been completed on the date assumed. The pro forma financial statements should be read in conjunction with the Company’s historical consolidated financial statements and accompanying notes.

The preparation of pro forma financial statements includes transaction accounting adjustments that are based on reasonable estimates and assumptions further described in the accompanying notes. These transaction accounting adjustments are preliminary, subject to further revision as additional information becomes available and additional analyses are performed and have been made solely for the purpose of providing pro forma financial statements.

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New Fortress Energy, Inc.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of March 31, 2025

(in thousands)

			Historical NFE									Transaction Accounting Adjustments									Notes						Pro Forma NFE
Assets
Current assets
Cash and cash equivalents			$	447,862								$	677,465								b, c, d						$	1,125,327
Restricted cash						379,537									-															379,537
Receivables, net of allowances						273,136									-															273,136
Inventory						66,695									-															66,695
Assets held for sale – current						104,553									(104,553)						a									-
Prepaid expenses and other current assets, net						201,925									43,635						b									245,560
Total current assets						1,473,708									616,547															2,090,255
Construction in progress						3,901,113									-															3,901,113
Property, plant and equipment, net						5,545,980									-															5,545,980
Right-of-use assets						465,939									-															465,939
Intangible assets, net						188,118									-															188,118
Goodwill						594,256									-															594,256
Deferred tax assets, net						6,848									(1,196)						e									5,652
Assets held for sale – non-current						633,654									(633,654)						a									-
Other non-current assets, net						218,464									55,000						b									273,464
Total assets			$	13,028,080								$	36,697														$	13,064,777
Liabilities
Current liabilities
Current portion of long-term debt and short-term borrowings			$	260,848								$	(19,703)								c						$	241,145
Accounts payable						655,073									-															655,073
Accrued liabilities						268,083									45,206						f									313,289
Current lease liabilities						82,442									-															82,442
Liabilities held for sale – current						35,894									(35,894)						a									-
Other current liabilities						171,342									62,996						e									234,338
Total current liabilities						1,473,682									52,605															1,526,287
Long-term debt						8,931,506									(249,366)						c, d									8,682,140
Non-current lease liabilities						355,050									-															355,050
Deferred tax liabilities, net						51,359									-															51,359
Liabilities held for sale – non-current						135,398									(135,398)						a									-
Other long-term liabilities						168,851									-															168,851
Total liabilities						11,115,846									(332,159)															10,783,687
Commitment and contingencies
Series B convertible preferred stock						40,708									-															40,708
Stockholder’s equity
Class A common stock						2,738									-															2,738
Additional paid-in capital						1,722,829									-															1,722,829
Retained earnings (accumulated deficit)						(3,766)									368,856						g									365,090
Accumulated other comprehensive income						26,671									-															26,671
Total stockholder’s equity attributable to NFE						1,748,472									368,856															2,117,328
Non-controlling interest						123,054									-															123,054
Total stockholders’ equity						1,871,526									368,856															2,240,382
Total liabilities and stockholders’ equity			$	13,028,080								$	36,697														$	13,064,777

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New Fortress Energy, Inc.

Unaudited Pro Forma Condensed Consolidated Income Statement

For the three months ended March 31, 2025

(in thousands)

			Historical NFE									Transaction Accounting Adjustments									Notes						Pro Forma NFE
Revenues
Operating revenue			$	384,881								$	(94,178)								a						$	290,703
Vessel charter revenue						45,436									-															45,436
Other revenue						40,219									-															40,219
Total revenues						470,536									(94,178)															376,358
Operating expenses
Cost of sales (exclusive of depreciation and amortization shown separately below)						302,377									(59,202)						a									243,175
Vessel operating expenses						7,176									(147)						a									7,029
Operations and maintenance						54,957									(10,649)						a									44,308
Selling, general and administrative						59,271									(1,171)						a									58,100
Transaction and integration costs						11,931									-															11,931
Depreciation and amortization						53,057									(5,692)						a									47,365
Asset impairment expense						246									-															246
Total operating expenses						489,015									(76,861)															412,154
Operating (loss) income						(18,479)									(17,317)															(35,796)
Interest expense						213,694									(11,456)						a, h, i									202,238
Other expense (income), net						(63,937)									(43)						a									(63,980)
Loss on extinguishment of debt, net						467									-															467
Loss before income taxes						(168,703)									(5,818)															(174,521)
Tax provision (benefit)						28,670									(25,159)						j									3,511
Net (loss) income						(197,373)									19,341															(178,032)
Net loss attributable to non-controlling interest						(2,208)									(413)						a									(2,621)
Convertible preferred stock dividend						(548)									-															(548)
Net loss (income) attributable to common stockholders			$	(200,129)								$	18,928														$	(181,201)
Net loss per share – basic			$	(0.73)								$			-												$	(0.66)
Net loss per share – diluted			$	(0.73)								$			-												$	(0.66)
Weighted average number of shares outstanding – basic						273,609,766									-															273,609,766
Weighted average number of shares outstanding – diluted						273,609,766									-															273,609,766

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New Fortress Energy, Inc.

Unaudited Pro Forma Condensed Consolidated Income Statement

For the year ended December 31, 2024

(in thousands)

			Historical NFE									Transaction Accounting Adjustments									Notes						Pro Forma NFE
Revenues
Operating revenue			$	1,698,348								$	(357,519)								a						$	1,340,829
Vessel charter revenue						212,609									-															212,609
Contract novation income						295,558									-															295,558
Other revenue						158,345									-															158,345
Total revenues						2,364,860									(357,519)															2,007,341
Operating expenses
Cost of sales (exclusive of depreciation and amortization shown separately below)						1,064,667									(242,185)						a									822,482
Vessel operating expenses						33,372									(339)						a									33,033
Operations and maintenance						174,313									(33,979)						a									140,334
Selling, general and administrative						285,520									(10,355)						a									275,165
Transaction and integration costs						12,279									45,168						a, f									57,447
Depreciation and amortization						162,014									(23,149)						a									138,865
Asset impairment expense						16,494									-															16,494
Loss (gain) on sale of assets, net						77,562									(488,260)						k									(410,698)
Total operating expenses						1,826,221									(753,099)															1,073,122
Operating income						538,639									395,580															934,219
Interest expense						328,377									(39,044)						a, h, i									289,333
Other expense (income), net						113,077									(1,205)						a									111,872
Loss on extinguishment of debt, net						270,063									10,006						l									280,069
(Loss) income before income taxes						(172,878)									425,823															252,945
Tax provision						69,509									61,641						j									131,150
Net (loss) income						(242,387)									364,182															121,795
Net loss attributable to non-controlling interest						(6,652)									(43)						a									(6,695)
Convertible preferred stock dividend						(3,462)									-															(3,462)
Deemed dividend from the preferred stock exchange						(17,605)									-															(17,605)
Net (loss) income attributable to common stockholders			$	(270,106)								$	364,139														$	94,033
Net (loss) income per share – basic			$	(1.24)								$			-												$	0.43
Net (loss) income per share – diluted			$	(1.25)								$			-												$	0.42
Weighted average number of shares outstanding – basic						217,578,487									-															217,578,487
Weighted average number of shares outstanding – diluted						218,622,419									-															218,622,419

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Note 1 – Basis of Presentation

The pro forma financial statements are based on the historical consolidated financial statements of the Company as adjusted to give effect to the Transaction. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2025 gives effect to the Transaction as if it were completed on March 31, 2025. The unaudited pro forma condensed consolidated income statements for the three months ended March 31, 2025 and for the year ended December 31, 2024 give effect to the Transaction as if it were completed on January 1, 2024.

The Transaction and the related adjustments are described in the accompanying notes to the pro forma financial statements. In the opinion of the Company’s management, all material adjustments have been made that are necessary to present fairly, in accordance with Regulation S-X Article 11, Pro Forma Financial Information. The pro forma financial statements do not purport to be indicative of the financial position or results of operations of the Company that would have occurred if the Transaction had occurred on the dates indicated, nor are they indicative of the Company’s future financial position or results of operations.

Note 2 - Transaction Accounting Adjustments

The transaction accounting adjustments are based on estimates and assumptions that the Company’s management believes are reasonable. These transaction accounting adjustments include those adjustments that are directly attributable to the Transaction and factually supportable. These transaction accounting adjustments are described below:

(a)Reflects the elimination of assets, liabilities and results of operations of the Jamaica Business.

(b)Reflects $956.5 million of estimated cash consideration, representing the gross sales price of $1,055.0 million less cash in escrow receivable after the closing date of $98.6 million plus contractual adjustments of $0.1 million. A portion of the escrow receivable, $43.6 million, is expected to be received in less than 12 months after the Transaction and is presented in Prepaid expenses and other current assets, net. The remaining portion of the escrow receivable, $55.0 million, is expected to be received in over 12 months after the Transaction and presented in Other non-current assets, net.

(c)Reflects the total repayment of South Power Bonds of $224.1 million, including the debt’s carrying amount of $218.1 million and loss on extinguishment of debt of $6.0 million, as a condition of closing the Transaction.

(d)Reflects the total repayment of $55.0 million of NFE's Term Loan A ("TLA"), which is a required use of proceeds under our recently amended TLA credit agreement. The adjustment eliminates the debt's carrying amount of $51.0 million and recognizes a loss on extinguishment of debt of $4.0 million.

Prior to the completion of the Transaction, the Company entered into the Twelfth Amendment to Credit Agreement (the “Twelfth Amendment”) which amends that certain Credit Agreement, dated as of April 15, 2021 (as amended, restated or otherwise modified from time to time, the “Existing RCF” and the Existing RCF as amended by the Twelfth Amendment, the “Amended RCF”), by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders and issuing banks from time to time party thereto, and MUFG Bank Ltd., as administrative agent and as collateral agent. Among other things, the Twelfth Amendment waives the requirement that the Company pay 75% of net proceeds from certain asset sales to repay indebtedness, allowing the Company to apply $270.0 million of proceeds from the sale of the Jamaica Business to the extended tranche of the Existing RCF prior to September 30, 2025, when such amount was due.

During the three months ended March 31, 2025, the Company repaid $275.0 million of outstanding principal under the Existing RCF. Upon closing the Transaction, commitments under the Amended RCF were permanently reduced by the $270.0 million, and as such, no cash outflow to repay amounts under the Amended RCF have been shown in these pro forma financial statements. No transaction accounting adjustment is reflected in the pro forma condensed consolidated balance sheet, as the debt was not outstanding as of March 31, 2025.

(e)Reflects adjustments of $1.2 million to Deferred tax assets, net and $63.0 million to Other current liabilities for tax purposes.

(f)Subsequent to March 31, 2025, NFE anticipates it will incur additional non-recurring costs of approximately $45.2 million to complete the Transaction. These costs primarily relate to fees associated with transferring certain contracts and professional fees associated with Transaction. All costs are expected to be incurred within one year from the closing of the Transaction. These costs are reflected as an accrual

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within Accrued liabilities and additional costs within Transaction and integration costs in the pro forma condensed consolidated income statement for the year ended December 31, 2024.

(g)Reflects the net effect to Retained Earnings of the transaction accounting adjustments described in (a) through (f) above.

(h)Reflects the reduction in interest expense of $3.8 million and $15.4 million to give effect to the estimated repayment of South Power Bonds as described in (c) above for the three months ended March 31, 2025 and the year ended December 31, 2024, respectively.

(i)Reflects the reduction in interest expense of $7.7 million and $23.6 million to give effect to the estimated repayment of NFE's TLA as described in (d) above for the three months ended March 31, 2025 and the year ended December 31, 2024, respectively.

(j)Reflects the adjustment to Tax provision (benefit) of $(25.2) million and $61.6 million based on the transaction adjustments made from a pre-tax perspective. The increase in tax for the December 31, 2024 period and decrease in tax for the March 31, 2025 period primarily relates to the removal of the gain on sale on the Transaction from the estimated annual effective tax rate in the historical March 31, 2025 period and inclusion in the December 31, 2024 period.

(k)Reflects the pre-tax gain in connection with the Transaction of $488.3 million. This non-recurring activity is included within in the pro forma condensed consolidated income statement for the year ended December 31, 2024.

(l)Reflects the loss on extinguishment of debt of $10.0 million in connection with the repayment of the South Power Bonds and TLA as described in (c) and (d) above, included within the pro forma condensed consolidated income statement for the year ended December 31, 2024.