-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AInk/L/isncrHSZWEh4wyLBqsZXgYR9v1lMxSSWob49S1PDFGcAJQKVOY54+jJld 46y8SfrA6kq6YankyydK+A== 0001157523-07-004852.txt : 20070509 0001157523-07-004852.hdr.sgml : 20070509 20070509124342 ACCESSION NUMBER: 0001157523-07-004852 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070508 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070509 DATE AS OF CHANGE: 20070509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHENIERE ENERGY INC CENTRAL INDEX KEY: 0000003570 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 954352386 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16383 FILM NUMBER: 07831342 BUSINESS ADDRESS: STREET 1: 700 MILAM ST. STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7133755000 MAIL ADDRESS: STREET 1: 700 MILAM ST. STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: BEXY COMMUNICATIONS INC DATE OF NAME CHANGE: 19940314 FORMER COMPANY: FORMER CONFORMED NAME: ALL AMERICAN GROUP OF DELAWARE INC DATE OF NAME CHANGE: 19931004 FORMER COMPANY: FORMER CONFORMED NAME: ALL AMERICAN BURGER INC DATE OF NAME CHANGE: 19931004 8-K 1 a5398964.txt CHENIERE ENERGY, INC. 8-K ================================================================================ 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): May 8, 2007 CHENIERE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 1-16383 95-4352386 (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation or organization) Number) Identification No.) 700 Milam Street Suite 800 Houston, Texas 77002 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 375-5000 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 (see General Instruction A.2. below): [ ] 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 13e-4(c) 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)) ================================================================================ Item 2.02 Results of Operations and Financial Condition. On May 8, 2007, Cheniere Energy, Inc. (the "Company") issued a press release announcing the Company's results of operations for the first quarter ended March 31, 2007. The press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated 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 Number Description - ------ ----------- 99.1 Press Release, dated May 8, 2007. 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, INC. Date: May 8, 2007 By: /s/ Don A. Turkleson --------------------------- Name: Don A. Turkleson Title: Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description - ------ ----------- 99.1 Press Release, dated May 8, 2007. EX-99.1 2 a5398964-ex991.txt EXHIBIT 99.1 EXHIBIT 99.1 Cheniere Energy Reports First Quarter 2007 Results HOUSTON--(BUSINESS WIRE)--May 8, 2007--Cheniere Energy, Inc. (AMEX:LNG) reported a net loss of $34.6 million, or $0.63 per share (basic and diluted), for the first quarter of 2007 compared with a net loss of $15.8 million, or $0.29 per share (basic and diluted), during the corresponding period in 2006. The primary reasons for the $18.8 million increase in the net loss between periods relate to the following: an $8.1 million increase in general and administrative expenses primarily related to increased personnel costs from the expansion of the company's business; a $15.3 million increase in interest expense related to the $2.032 billion senior notes issued by Cheniere Energy's wholly-owned subsidiary, Sabine Pass LNG, L.P., in November 2006; a $7.4 million income tax benefit recorded in the prior period associated with interest rate hedges. These increases to the net loss were partially offset by an increase in interest income of $12.0 million attributable to the proceeds of the $2.032 billion senior notes offering. As of March 31, 2007, Cheniere Energy reported unrestricted cash and cash equivalents of $583.6 million compared to $463.0 million at December 31, 2006. The primary source of the increase was the receipt of $164.5 million in net proceeds from the sale of Cheniere Energy Partners, L.P. ("Cheniere Partners") (AMEX:CQP) common units to the public. These units were held by a wholly-owned subsidiary of Cheniere Energy and were sold in conjunction with Cheniere Partners' initial public offering ("IPO") which closed on March 26, 2007. Cheniere Energy also reported that on March 31, 2007, the company held restricted cash, cash equivalents and treasury securities totaling $1.2 billion, comprised of $738.8 million for the completion of the Sabine Pass LNG receiving terminal construction to 4 billion cubic feet per day of capacity, $353.7 million for interest payments relating to the Sabine Pass LNG, L.P. senior notes and $98.4 million as a reserve for distributions to the common unit holders of Cheniere Partners and related distributions to its general partner. Subsequent to the reported period, the underwriters of the IPO exercised their over-allotment option to purchase additional common units on April 16, 2007, which resulted in net proceeds to Cheniere Energy of $39.4 million. Cheniere Energy, Inc. is developing a network of three LNG receiving terminals and related natural gas pipelines along the Gulf Coast of the United States. Cheniere is pursuing related LNG business opportunities both upstream and downstream of the terminals. Cheniere is also the founder and holds a 30% limited partner interest in a fourth LNG receiving terminal. Additional information about Cheniere Energy, Inc. may be found on its web site at www.cheniere.com. For additional information, please refer to the Cheniere Energy, Inc. Quarterly Report on Form 10-Q for the period ended March 31, 2007, filed with the Securities and Exchange Commission. This press release contains certain statements that may include "forward-looking statements" within the meanings of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included herein are "forward-looking statements." Included among "forward-looking statements" are, among other things, (i) statements regarding Cheniere's business strategy, plans and objectives and (ii) statements expressing beliefs and expectations regarding the development of Cheniere's LNG receiving terminal business. Although Cheniere 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's 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's 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 does not assume a duty to update these forward-looking statements. (Financial Table Follows) Cheniere Energy, Inc. Selected Financial Information (in thousands, except per share data) (1) Three Months Ended March 31, ----------------------------- 2007 2006 -------------- -------------- (Unaudited) (Unaudited) Oil and gas sales $832 $422 Marketing and trading loss (2,088) -- Operating Costs and Expenses LNG Receiving Terminal and Pipeline Development Expenses 5,754 8,313 Oil and Gas Exploration and Production Costs 426 889 Depreciation, Depletion and Amortization 1,075 606 General and Administrative Expenses 21,261 13,181 -------------- -------------- Total Operating Costs and Expenses 28,516 22,989 -------------- -------------- Loss from Operations (29,772) (22,567) Interest Expense (26,426) (11,138) Interest Income 21,582 9,544 Other 60 937 Income Tax Benefit -- 7,413 -------------- -------------- Net Loss $(34,556) $(15,811) ============== ============== Net Loss Per Common Share - Basic and Diluted $(0.63) $(0.29) ============== ============== Weighted Average Common Shares Outstanding - Basic and Diluted 54,891 54,217 ============== ============== March 31, December 31, 2007 2006 -------------- -------------- (Unaudited) Cash and Cash Equivalents $583,620 $462,963 Restricted Cash and Cash Equivalents 218,145 176,827 Other Current Assets 29,578 10,183 Non-Current Restricted Cash, Cash Equivalents and Treasury Securities 986,762 1,071,722 Property, Plant and Equipment, Net 957,177 748,818 Debt Issuance Costs, Net 39,877 41,545 Goodwill 76,844 76,844 Other Assets 20,358 15,586 -------------- -------------- Total Assets $2,912,361 $2,604,488 ============== ============== Current Liabilities $133,582 $61,939 Long-Term Debt 2,357,000 2,357,000 Deferred Revenue 41,000 41,000 Other Liabilities 1,518 1,302 Minority Interest 262,887 -- Stockholders' Equity 116,374 143,247 -------------- -------------- Total Liabilities and Stockholders' Equity $2,912,361 $2,604,488 ============== ============== (1) Please refer to Cheniere Energy, Inc. Quarterly Report on Form 10- Q for the period ended March 31, 2007, filed with the Securities and Exchange Commission. CONTACT: Cheniere Energy, Inc., Houston Investor Relations Contact: Christina Cavarretta, 713-375-5100 -----END PRIVACY-ENHANCED MESSAGE-----