8-K
Cheniere Energy Partners, L.P. (CQP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 2, 2023
| CHENIERE ENERGY PARTNERS, L.P. |
|---|
(Exact name of registrant as specified in its charter)
| Delaware | 001-33366 | 20-5913059 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
700 Milam Street, Suite 1900
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
(713) 375-5000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Units Representing Limited Partner Interests | CQP | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 2, 2023, Cheniere Energy Partners, L.P. (the “Partnership”) issued a press release announcing the Partnership’s results of operations for the third quarter ended September 30, 2023. The press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein in its entirety.
The information included in this Item 2.02 of Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1* | Press Release, dated November2, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CHENIERE ENERGY PARTNERS, L.P. | |||
|---|---|---|---|
| By: | Cheniere Energy Partners GP, LLC, | ||
| its general partner | |||
| Date: | November 2, 2023 | By: | /s/ Zach Davis |
| Name: | Zach Davis | ||
| Title: | Executive Vice President and | ||
| Chief Financial Officer |
Document
EXHIBIT 99.1
CHENIERE ENERGY PARTNERS, L.P. NEWS RELEASE
Cheniere Partners Reports Third Quarter 2023 Results and Reconfirms 2023 Distribution Guidance
HOUSTON--(BUSINESS WIRE)-- Cheniere Energy Partners, L.P. (“Cheniere Partners”) (NYSE American: CQP) today announced its financial results for third quarter 2023.
HIGHLIGHTS
•During the three and nine months ended September 30, 2023, Cheniere Partners generated revenues of $2.1 billion and $7.0 billion, net income of $791 million and $3.3 billion, and Adjusted EBITDA1 of $793 million and $2.6 billion, respectively.
•With respect to the third quarter of 2023, Cheniere Partners declared a cash distribution of $1.03 per common unit to unitholders of record as of November 6, 2023, comprised of a base amount equal to $0.775 and a variable amount equal to $0.255. The common unit distribution and the related general partner distribution will be paid on November 14, 2023.
•Reconfirming full year 2023 distribution guidance of $4.00 - $4.25 per common unit.
2023 FULL YEAR DISTRIBUTION GUIDANCE
| 2023 | ||||||
|---|---|---|---|---|---|---|
| Distribution per Unit | $ | 4.00 | - | $ | 4.25 |
SUMMARY AND REVIEW OF FINANCIAL RESULTS
| (in millions, except LNG data) | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | % Change | 2023 | 2022 | % Change | |||||||
| Revenues | $ | 2,128 | $ | 4,976 | (57) | % | $ | 6,978 | $ | 12,485 | (44) | % |
| Net income | $ | 791 | $ | (514) | nm | $ | 3,348 | $ | (13) | nm | ||
| Adjusted EBITDA1 | $ | 793 | $ | 1,471 | (46) | % | $ | 2,576 | $ | 3,480 | (26) | % |
| LNG exported: | ||||||||||||
| Number of cargoes | 100 | 103 | (3) | % | 310 | 311 | — | % | ||||
| Volumes (TBtu) | 359 | 366 | (2) | % | 1,117 | 1,124 | (1) | % | ||||
| LNG volumes loaded (TBtu) | 362 | 363 | — | % | 1,118 | 1,123 | — | % |
Net income (loss) was approximately $791 million and $3.3 billion for the three and nine months ended September 30, 2023, respectively, as compared to approximately $(514) million and $(13) million in the corresponding 2022 periods. The favorable changes were primarily due to non-cash favorable changes in fair value of commodity derivatives (further described below).
Adjusted EBITDA1 decreased by approximately $678 million and $904 million during the three and nine months ended September 30, 2023, respectively, as compared to the corresponding 2022 periods. The decrease in Adjusted EBITDA was primarily due to lower regasification revenues driven by the early termination of one of our terminal use agreements in 2022, as well as decreased total margins per MMBtu of LNG delivered.
Substantially all derivative gains (losses) are attributable to the recognition at fair value of our long-term Integrated
___________________________
1 Non-GAAP financial measure. See “Reconciliation of Non-GAAP Measures” for further details.
Production Marketing (“IPM”) agreement with Tourmaline Oil Marketing Corp. (“Tourmaline”), a natural gas supply contract with pricing indexed to the Platts Japan Korea Marker (“JKM”). Our IPM agreement is structured to provide stable margins on purchases of natural gas and sales of LNG over the life of the agreement and has a fixed fee component, similar to that of LNG sold under our long-term, fixed fee LNG sale and purchase agreement (“SPA”). However, the long-term duration and international price basis of our IPM agreement makes it particularly susceptible to fluctuations in fair market value from period to period. In addition, accounting requirements prescribe recognition of this long-term gas supply agreement at fair value each reporting period on a mark-to-market basis, but do not currently permit mark-to-market recognition of the associated sale of LNG, resulting in a mismatch of accounting recognition for the purchase of natural gas and sale of LNG. As a result of continued moderation of international gas price volatility and declines in international forward commodity curves during the three and nine months ended September 30, 2023, we recognized approximately $217 million and $1.5 billion, respectively of non-cash favorable changes in fair value attributable to the Tourmaline IPM agreement.
During the three and nine months ended September 30, 2023, we recognized in income 362 TBtu and 1,118 TBtu of LNG, respectively, loaded from the SPL Project, none of which was related to commissioning activities.
Capital Resources
As of September 30, 2023, our total available liquidity was approximately $2.3 billion. We had cash and cash equivalents of approximately $499 million. In addition, we had current restricted cash and cash equivalents of $35 million, $1.0 billion of available commitments under the Cheniere Partners Revolving Credit Facility, and $716 million of available commitments under the Sabine Pass Liquefaction, LLC (“SPL”) Revolving Credit Facility.
Recent Key Financial Transactions and Updates
In July 2023, SPL redeemed $1.4 billion of SPL’s 5.75% Senior Secured Notes due 2024 (the “2024 SPL Senior Notes”) using the proceeds from Cheniere Partners’ issuance of $1.4 billion aggregate principal amount of 5.95% Senior Notes due 2033 in June 2023.
In September 2023, Cheniere Partners redeemed $50 million in principal amount of the 2024 SPL Senior Notes with cash on hand.
SABINE PASS OVERVIEW
We own natural gas liquefaction facilities consisting of six liquefaction Trains, with a total production capacity of approximately 30 million tonnes per annum (“mtpa”) of LNG at the Sabine Pass LNG terminal in Cameron Parish, Louisiana (the “SPL Project”).
As of October 26, 2023, approximately 2,270 cumulative LNG cargoes totaling approximately 155 million tonnes of LNG have been produced, loaded, and exported from the SPL Project.
SPL Expansion Project
We are developing an expansion adjacent to the SPL Project with a potential production capacity of up to 20 mtpa of LNG (the “SPL Expansion Project”). In May 2023, certain of our subsidiaries entered the pre-filing review process with the Federal Energy Regulatory Commission (“FERC”) under the National Environmental Policy Act, and in April 2023, executed a contract with Bechtel to provide the Front-End Engineering and Design for the SPL Expansion Project.
DISTRIBUTIONS TO UNITHOLDERS
In October 2023, we declared a cash distribution of $1.03 per common unit to unitholders of record as of November 6, 2023, comprised of a base amount equal to $0.775 ($3.10 annualized) and a variable amount equal to $0.255, which takes into consideration, among other things, amounts reserved for annual debt repayment and capital allocation goals, anticipated capital expenditures to be funded with cash, and cash reserves to provide for the proper conduct of the business. The common unit distribution and the related general partner distribution will be paid on November 14, 2023.
INVESTOR CONFERENCE CALL AND WEBCAST
Cheniere Energy, Inc. will host a conference call to discuss its financial and operating results for third quarter 2023 on Thursday, November 2, 2023, at 10 a.m. Eastern time / 9 a.m. Central time. A listen-only webcast of the call and an accompanying slide presentation may be accessed through our website at www.cheniere.com. Following the call, an archived recording will be made available on our website. The call and accompanying slide presentation may include financial and operating results or other information regarding Cheniere Partners.
About Cheniere Partners
Cheniere Partners owns the Sabine Pass LNG terminal located in Cameron Parish, Louisiana, which has natural gas liquefaction facilities consisting of six liquefaction Trains with a total production capacity of approximately 30 mtpa of LNG. The Sabine Pass LNG terminal also has operational regasification facilities that include five LNG storage tanks, vaporizers, and three marine berths. Cheniere Partners also owns the Creole Trail Pipeline, which interconnects the Sabine Pass LNG terminal with a number of large interstate and intrastate pipelines.
For additional information, please refer to the Cheniere Partners website at www.cheniere.com and Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission.
Use of Non-GAAP Financial Measures
In addition to disclosing financial results in accordance with U.S. GAAP, the accompanying news release contains a non-GAAP financial measure. Adjusted EBITDA is a non-GAAP financial measure that is used to facilitate comparisons of operating performance across periods. This non-GAAP measure should be viewed as a supplement to and not a substitute for our U.S. GAAP measures of performance and the financial results calculated in accordance with U.S. GAAP, and the reconciliation from these results should be carefully evaluated.
Forward-Looking Statements
This press release contains certain statements that may include “forward-looking statements.” All statements, other than statements of historical or present facts or conditions, included herein are “forward-looking statements.” Included among “forward-looking statements” are, among other things, (i) statements regarding Cheniere Partners’ financial and operational guidance, business strategy, plans and objectives, including the development, construction and operation of liquefaction facilities, (ii) statements regarding Cheniere Partners’ anticipated quarterly distributions and ability to make quarterly distributions at the base amount or any amount, (iii) statements regarding regulatory authorization and approval expectations, (iv) statements expressing beliefs and expectations regarding the development of Cheniere Partners’ LNG terminal and liquefaction business, (v) statements regarding the business operations and prospects of third-parties, (vi) statements regarding potential financing arrangements, and (vii) statements regarding future discussions and entry into contracts. Although Cheniere Partners believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Cheniere Partners’ actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in Cheniere Partners’ periodic reports that are filed with and available from the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Other than as required under the securities laws, Cheniere Partners does not assume a duty to update these forward-looking statements.
(Financial Tables Follow)
Cheniere Energy Partners, L.P.
Consolidated Statements of Operations
(in millions, except per unit data)(1)
(unaudited)
| Three Months Ended | Nine Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||
| 2023 | 2022 | 2023 | 2022 | |||||
| Revenues | ||||||||
| LNG revenues | $ | 1,564 | $ | 3,130 | $ | 5,085 | $ | 8,577 |
| LNG revenues—affiliate | 515 | 1,376 | 1,745 | 3,268 | ||||
| LNG revenues—related party | — | — | — | 4 | ||||
| Regasification revenues | 34 | 455 | 101 | 591 | ||||
| Other revenues | 15 | 15 | 47 | 45 | ||||
| Total revenues | 2,128 | 4,976 | 6,978 | 12,485 | ||||
| Operating costs and expenses | ||||||||
| Cost of sales (excluding items shown separately below) | 682 | 4,739 | 1,598 | 10,445 | ||||
| Cost of sales—affiliate | 2 | 104 | 20 | 166 | ||||
| Cost of sales—related party | — | — | — | 1 | ||||
| Operating and maintenance expense | 211 | 189 | 680 | 550 | ||||
| Operating and maintenance expense—affiliate | 38 | 39 | 120 | 118 | ||||
| Operating and maintenance expense—related party | 14 | 18 | 44 | 45 | ||||
| General and administrative expense | 2 | 3 | 8 | 3 | ||||
| General and administrative expense—affiliate | 20 | 23 | 66 | 70 | ||||
| Depreciation and amortization expense | 166 | 160 | 500 | 469 | ||||
| Other | 4 | — | 6 | — | ||||
| Other—affiliate | 1 | — | 1 | — | ||||
| Total operating costs and expenses | 1,140 | 5,275 | 3,043 | 11,867 | ||||
| Income (loss) from operations | 988 | (299) | 3,935 | 618 | ||||
| Other income (expense) | ||||||||
| Interest expense, net of capitalized interest | (205) | (222) | (620) | (641) | ||||
| Loss on modification or extinguishment of debt | (4) | — | (6) | — | ||||
| Interest and dividend income | 12 | 7 | 39 | 10 | ||||
| Total other expense | (197) | (215) | (587) | (631) | ||||
| Net income (loss) | $ | 791 | $ | (514) | $ | 3,348 | $ | (13) |
| Basic and diluted net income (loss) per common unit(1) | $ | 1.19 | $ | (1.49) | $ | 5.53 | $ | (1.36) |
| Weighted average basic and diluted number of common units outstanding | 484.0 | 484.0 | 484.0 | 484.0 |
(1)Please refer to the Cheniere Energy Partners, L.P. Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission.
Cheniere Energy Partners, L.P.
Consolidated Balance Sheets
(in millions, except unit data) (1)
| September 30, | December 31, | |||
|---|---|---|---|---|
| 2023 | 2022 | |||
| ASSETS | (unaudited) | |||
| Current assets | ||||
| Cash and cash equivalents | $ | 499 | $ | 904 |
| Restricted cash and cash equivalents | 35 | 92 | ||
| Trade and other receivables, net of current expected credit losses | 287 | 627 | ||
| Trade receivables—affiliate | 167 | 551 | ||
| Advances to affiliate | 141 | 177 | ||
| Inventory | 131 | 160 | ||
| Current derivative assets | 34 | 24 | ||
| Margin deposits | — | 35 | ||
| Other current assets, net | 60 | 50 | ||
| Total current assets | 1,354 | 2,620 | ||
| Property, plant and equipment, net of accumulated depreciation | 16,341 | 16,725 | ||
| Operating lease assets | 83 | 89 | ||
| Debt issuance costs, net of accumulated amortization | 17 | 8 | ||
| Derivative assets | 111 | 28 | ||
| Other non-current assets, net | 166 | 163 | ||
| Total assets | $ | 18,072 | $ | 19,633 |
| LIABILITIES AND PARTNERS’ DEFICIT | ||||
| Current liabilities | ||||
| Accounts payable | $ | 50 | $ | 32 |
| Accrued liabilities | 641 | 1,378 | ||
| Accrued liabilities—related party | 5 | 6 | ||
| Current debt, net of discount and debt issuance costs | 349 | — | ||
| Due to affiliates | 42 | 74 | ||
| Deferred revenue | 151 | 144 | ||
| Deferred revenue—affiliate | 1 | 3 | ||
| Current operating lease liabilities | 11 | 10 | ||
| Current derivative liabilities | 294 | 769 | ||
| Other current liabilities | 5 | 5 | ||
| Total current liabilities | 1,549 | 2,421 | ||
| Long-term debt, net of discount and debt issuance costs | 15,600 | 16,198 | ||
| Operating lease liabilities | 74 | 80 | ||
| Finance lease liabilities | 15 | 18 | ||
| Derivative liabilities | 1,731 | 3,024 | ||
| Other non-current liabilities | 52 | — | ||
| Other non-current liabilities—affiliate | 24 | 23 | ||
| Partners’ deficit | ||||
| Common unitholders’ interest (484.0 million units issued and outstanding at both September 30, 2023 and December 31, 2022) | 647 | (1,118) | ||
| General partner’s interest (2% interest with 9.9 million units issued and outstanding at both September 30, 2023 and December 31, 2022) | (1,620) | (1,013) | ||
| Total partners’ deficit | (973) | (2,131) | ||
| Total liabilities and partners’ deficit | $ | 18,072 | $ | 19,633 |
(1)Please refer to the Cheniere Energy Partners, L.P. Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission.
Reconciliation of Non-GAAP Measures
Regulation G Reconciliations
Adjusted EBITDA
The following table reconciles our Adjusted EBITDA to U.S. GAAP results for the three and nine months ended September 30, 2023 and 2022 (in millions):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||
| Net income (loss) | $ | 791 | $ | (514) | $ | 3,348 | $ | (13) |
| Interest expense, net of capitalized interest | 205 | 222 | 620 | 641 | ||||
| Loss on modification or extinguishment of debt | 4 | — | 6 | — | ||||
| Interest and dividend income | (12) | (7) | (39) | (10) | ||||
| Income (loss) from operations | $ | 988 | $ | (299) | $ | 3,935 | $ | 618 |
| Adjustments to reconcile income (loss) from operations to Adjusted EBITDA: | ||||||||
| Depreciation and amortization expense | 166 | 160 | 500 | 469 | ||||
| Loss (gain) from changes in fair value of commodity derivatives, net (1) | (361) | 1,610 | (1,861) | 2,393 | ||||
| Other | — | — | 2 | — | ||||
| Adjusted EBITDA | $ | 793 | $ | 1,471 | $ | 2,576 | $ | 3,480 |
(1) Change in fair value of commodity derivatives prior to contractual delivery or termination
Adjusted EBITDA is commonly used as a supplemental financial measure by our management and external users of our Consolidated Financial Statements to assess the financial performance of our assets without regard to financing methods, capital structures, or historical cost basis. Adjusted EBITDA is not intended to represent cash flows from operations or net income as defined by U.S. GAAP and is not necessarily comparable to similarly titled measures reported by other companies.
We believe Adjusted EBITDA provides relevant and useful information to management, investors and other users of our financial information in evaluating the effectiveness of our operating performance in a manner that is consistent with management’s evaluation of financial and operating performance.
Adjusted EBITDA is calculated by taking net income (loss) before interest expense, net of capitalized interest, depreciation and amortization, and adjusting for the effects of certain non-cash items, other non-operating income or expense items and other items not otherwise predictive or indicative of ongoing operating performance, including the effects of modification or extinguishment of debt, impairment expense and loss on disposal of assets, and changes in the fair value of our commodity derivatives prior to contractual delivery or termination. The change in fair value of commodity derivatives is considered in determining Adjusted EBITDA given that the timing of recognizing gains and losses on these derivative contracts differs from the recognition of the related item economically hedged. We believe the exclusion of these items enables investors and other users of our financial information to assess our sequential and year-over-year performance and operating trends on a more comparable basis and is consistent with management’s own evaluation of performance.
Contacts
Cheniere Partners
| Investors | |
|---|---|
| Randy Bhatia | 713-375-5479 |
| Frances Smith | 713-375-5753 |
| Media Relations | |
| Eben Burnham-Snyder | 713-375-5764 |
| Bernardo Fallas | 713-375-5593 |