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<SEC-DOCUMENT>0001157523-05-004449.txt : 20050506
<SEC-HEADER>0001157523-05-004449.hdr.sgml : 20050506
<ACCEPTANCE-DATETIME>20050506170611
ACCESSION NUMBER:		0001157523-05-004449
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050506
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050506
DATE AS OF CHANGE:		20050506

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:		05808854

	BUSINESS ADDRESS:	
		STREET 1:		717 TEXAS AVENUE
		STREET 2:		SUITE 3100
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77002
		BUSINESS PHONE:		7136591361

	MAIL ADDRESS:	
		STREET 1:		717 TEXAS AVENUE
		STREET 2:		SUITE 3100
		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
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a4883049.txt
<DESCRIPTION>CHENIERE ENERGY INC.
<TEXT>
 ==============================================================================

                                  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 6, 2005
                                                           -------------



                              CHENIERE ENERGY, INC.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)




            Delaware                       1-16383            95-4352386
- -------------------------------- ------------------------  -------------------
(State or other jurisdiction of  (Commission File Number)  (I.R.S. Employer
 incorporation or organization)                            Identification No.)




                  717 Texas Avenue
                     Suite 3100
                    Houston, Texas                             77002
        ---------------------------------------             ----------
        (Address of principal executive offices)            (Zip Code)



       Registrant's telephone number, including area code: (713) 659-1361
                                                           --------------

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))

===============================================================================


<PAGE>

Item 2.02.        Results of Operations and Financial Conditions

         The information included in this Current Report on Form 8-K, including
the attached exhibit, 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.

         On May 6, 2005, Cheniere Energy, Inc. (the "Company") issued a press
release announcing the Company's results of operations for the first quarter
ended March 31, 2005. The press release is attached hereto as an exhibit to this
Current Report on Form 8-K and is incorporated herein in its entirety.

Item 9.01.        Financial Statements and Exhibits.

c) Exhibits

 Exhibit Number   Description
- ----------------- -----------
      99.1        Press Release, dated May 6, 2005 (filed herewith).



<PAGE>



                                   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.

Date:    May 6, 2005               CHENIERE ENERGY, INC.



                                   By:        /s/ Craig K. Townsend
                                              -----------------------------
                                   Name:      Craig K. Townsend
                                   Title:     Vice President and
                                              Chief Accounting Officer


<PAGE>



HOU:2450643.1





                                 EXHIBIT INDEX

Exhibit Number     Description
- --------------     -----------
99.1               Press Release, dated May 6, 2005 (filed herewith).

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a4883049ex991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1


               Cheniere Energy Reports First Quarter 2005 Results



    HOUSTON--(BUSINESS WIRE)--May 6, 2005--Cheniere Energy, Inc. (AMEX:LNG)
reported a net loss of $9.2 million, or $0.18 per share (basic and
diluted), for the first quarter of 2005 compared with a net loss of
$1.1 million, or $0.03 per share (basic and diluted), during the
corresponding period in 2004.
    The major factors contributing to the net loss during the first
quarter of 2005 were LNG receiving terminal development expenses of
$5.4 million and general and administrative expenses of $5.0 million.
The major factors contributing to the net loss during the first
quarter of 2004 were LNG receiving terminal development expenses of
$4.4 million (which were offset by a $1.5 million minority interest in
the operations of Corpus Christi LNG, L.P.) and general and
administrative expenses of $2.9 million. These 2004 expenses were
offset by a $2.5 million reimbursement from our limited partnership
investment in Freeport LNG Development, L.P. ("Freeport LNG") and our
equity share of the net income in Freeport LNG of $2.2 million.
    Cheniere's working capital at March 31, 2005 was $273.7 million
compared to $305.8 million at December 31, 2004. The $32.1 million
decrease was primarily attributable to debt issuance costs related to
the Sabine Pass LNG terminal project financing, Sabine Pass LNG
terminal construction-in-progress costs, LNG terminal development
expenses, and general and administrative expenses incurred during the
first quarter of 2005.
    On April 22, 2005, we issued shares of our common stock in a
two-for-one stock split to all entitled stockholders of record at the
close of business on April 8, 2005. Accordingly, all references to
weighted average shares outstanding and per share amounts in this
press release have been retroactively adjusted to reflect this stock
split.
    Cheniere Energy, Inc. is a Houston-based developer of LNG
receiving terminals and a Gulf of Mexico E&P company. Cheniere is
developing Gulf Coast LNG receiving terminals near Sabine Pass in
Cameron Parish, La. in which it holds a 100% ownership interest; near
Corpus Christi, Texas, in which it holds a 100% ownership interest;
and near Creole Trail in Cameron Parish, La. in which it holds a 100%
ownership interest. Cheniere is also a 30% limited partner in Freeport
LNG Development, L.P., which is developing an LNG receiving terminal
in Freeport, Texas. Cheniere conducts exploration for oil and gas in
the Gulf of Mexico using a regional database of 7,000 square miles of
PSTM 3D seismic data. Cheniere also owns 9% of Gryphon Exploration
Company, along with Warburg, Pincus Equity Partners, L.P. which owns
91%. Additional information about Cheniere Energy, Inc. may be found
on its website at www.cheniere.com.
    This press release contains certain statements that may include
"forward-looking statements" within the meaning 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.


                        Cheniere Energy, Inc.
                    Selected Financial Information
                            (in thousands)


                                          Three Months Ended March 31,
                                          ----------------------------
                                              2005           2004
                                          -------------  -------------
                                                  (Unaudited)

Revenues                                          $737           $332
                                          -------------  -------------
Operating Costs and Expenses
  LNG Terminal Development Expenses              5,424          4,401
  Production Costs                                  56              7
  Depreciation, Depletion and Amortization         528            206
  General and Administrative Expenses            4,990          2,936
                                          -------------  -------------
        Total Operating Costs and Expenses      10,998          7,550
                                          -------------  -------------
Loss from Operations                           (10,261)        (7,218)

Equity in Net (Loss) Income of Limited
 Partnership                                      (844)         2,155
Reimbursement from Limited Partnership
 Investment                                          -          2,500
Interest and Other Income, Net                   1,793              6
Minority Interest                                   97          1,482
                                          -------------  -------------
Net Loss                                       $(9,215)       $(1,075)
                                          =============  =============

Net Loss Per Share - Basic and Diluted          $(0.18)        $(0.03)
                                          =============  =============
Weighted Average Shares Outstanding -
 Basic and Diluted                              52,364         36,219
                                          =============  =============


                                            March 31,     December 31,
                                              2005           2004
                                          -------------  -------------
                                                  (Unaudited)

Cash and Cash Equivalents                     $246,848       $308,443
Advances to EPC Contractor                      32,347              -
Other Current Assets                             5,951          2,838
Property, Plant and Equipment, Net              28,859         20,880
Debt Issuance Costs, Net                        17,939          1,302
Goodwill                                        76,924              -
Other Assets                                     5,652            104
                                          -------------  -------------
Total Assets                                  $414,520       $333,567
                                          =============  =============

Current Liabilities                            $11,398         $5,529
Deferred Revenue                                23,000         23,000
Other Liabilities and Minority Interest            100            437
Stockholders' Equity                           380,022        304,601
                                          -------------  -------------
Total Liabilities and Stockholders' Equity    $414,520       $333,567
                                          =============  =============




    CONTACT: Cheniere Energy, Inc., Houston
             Suzanne McLeod, 713-265-0208
             info@cheniere.com

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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