Item 5. Market for Registrant’s Common Equity
Item 5.
Market for the Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our Class A common stock is traded on the NASDAQ Global Select Market under the symbol “NFE.” On March 15, 2021, there were eight holders of record of our Class A common stock. This number does not include shareholders whose shares are held for them in “street name” meaning that such shares are held for their accounts by a broker or other nominee. The actual number of beneficial shareholders is greater than the number of holders of record.
Dividends
We declared dividends of $ 0.10 per share in August and October 2020 , totaling $ 33,742 in dividend payments during the year ended December 31, 2020 . Our future dividend policy is within the discretion of our board of directors and will depend upon then-existing conditions, including our results of operations and financial condition, capital requirements, business prospects, statutory and contractual restrictions on our ability to pay dividends, including restrictions contained in our debt agreements, and other factors our board of directors may deem relevant.
Securities Authorized for Issuance Under Equity Compensation Plans
The information required by this Item is set forth in the Company’s Proxy Statement to be filed with the SEC within 120 days after December 31, 2020 in connection with our 2021 annual meeting of shareholders and is incorporated herein by reference.
Share Performance Graph
The following graph compares the cumulative total return to shareholders on our Class A common stock relative to the S&P 500, Alerian Midstream Index (“AMNA”) and Vanguard Energy ETF (“VDE”), including reinvestment of dividends. The graph assumes that on January 31, 2019, the date our Class A shares began trading on the NASDAQ, $100 was invested in our Class A shares and in each index based on the closing market price, and that all dividends were reinvested. The returns shown are based on historical results and are not intended to suggest future performance.
The following Performance Graph and related information is being furnished and shall not be deemed “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent we specifically incorporate it by reference into such filing.
Cumulative Total Return Percentage
Company / Index
January 31,
2019 (1)
March
2019(2)
June
2019(2)
Sepember
2019(2)
December
2019(2)
March
2020(2)
June
2020(2)
Sepember
2020(2)
December
2020(2)
NFE
100
(10.6)
(10.4)
37.9
19.9
(25.1)
(0.8)
237.9
312.4
S&P 500
100
4.8
8.8
10.1
19.5
(4.4)
14.7
24.4
38.9
Alerian Midstream Index (“AMNA”)
100
2.5
0.6
(6.4)
(12.3)
(63.3)
(46.5)
(56.6)
(44.2)
Vanguard Energy ETF (“VDE”)
100
4.5
0.2
(7.2)
(2.2)
(53.5)
(38.0)
(49.7)
(34.5)
(1)
Date of the IPO
(2)
Last trading day of the month
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Use of Proceeds from Registered Securities
On February 4, 2019, we completed the IPO of 20,000,000 Class A shares pursuant to our registration statement on Form S-1 (File No. 333-228339) (the “Registration Statement”) declared effective by the SEC on January 30, 2019. In connection with the IPO, Morgan Stanley & Co. LLC, Barclays Capital Inc., Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC acted as representatives of the underwriters; Evercore Group L.L.C. and Allen & Company LLC acted as joint book-running managers; and JMP Securities LLC and Stifel, Nicolaus & Company Incorporated acted as co-managers. The gross proceeds of the IPO, based on a public offering price of $14.00 per Class A share, were $280.0 million, which resulted in net proceeds to us of $257.0 million, after deducting underwriting discounts and commissions and transaction costs. In addition, on March 1, 2019, the underwriters exercised their option to purchase an additional 837,272 Class A shares at the initial offering price of $14.00 per share, less underwriting discounts, which resulted in $11.0 million in additional net proceeds after deducting underwriting discounts and commissions, such that there were 20,837,272 outstanding Class A shares. We contributed the net proceeds of the IPO to NFI in exchange for NFI’s issuance to us of 20,837,272 NFI LLC Units. NFI used the net proceeds in connection with the construction of our Facilities, as well as for working capital and general corporate purposes, including the development of future projects. No fees or expenses were paid, directly or indirectly, to any officer, director, 10% unitholder or other affiliate.
In December 2020, NFE issued 5,882,352 shares of Class A common stock and received proceeds of $290.8 million, net of $1.2 million in issuance costs. The use of these proceeds will be for general corporate purposes.
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Item 6.
Selected Financial Data.
The following table presents our selected historical consolidated financial and operating data. NFE was formed on August 6, 2018 and did not have historical financial results. The selected historical financial data as of December 31, 2018, 2017 and 2016 and for the years ended December 31, 2018, 2017 and 2016, prior to the IPO, was derived from the audited historical consolidated financial statements of New Fortress Energy Holdings, our predecessor for financial reporting purposes. Due to the change in organization structure as a result of reorganization transactions completed at the time of our IPO in 2019, the net loss per share and weighted average number of shares outstanding are not presented for the years ended December 31, 2018, 2017 and 2016.
You should read the information set forth below together with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this Annual Report. The historical financial results are not necessarily indicative of results to be expected for any future periods.
Year Ended December 31,
2020
2019
2018
2017
2016
(In thousands, except share and per share amounts)
Statements of Operations Data:
Revenues
Operating revenue
$
318,311
$
145,500
$
96,906
$
82,104
$
18,615
Other revenue
133,339
43,625
15,395
15,158
2,780
Total revenues
451,650
189,125
112,301
97,262
21,395
Operating expenses
Cost of sales
278,767
183,359
95,742
78,692
22,747
Operations and maintenance
47,581
26,899
9,589
7,456
5,205
Selling, general and administrative
124,170
152,922
62,137
33,343
18,160
Contract termination charges and loss on mitigation sales
124,114
5,280
-
-
-
Depreciation and amortization
32,376
7,940
3,321
2,761
2,341
Total operating expenses
607,008
376,400
170,789
122,252
48,453
Operating loss
(155,358
)
(187,275
)
(58,488
)
(24,990
)
(27,058
)
Interest expense
65,723
19,412
11,248
6,456
5,105
Other expense (income), net
5,005
(2,807
)
(784
)
(301
)
(53
)
Loss on extinguishment of debt, net
33,062
-
9,568
-
1,177
Loss before taxes
(259,148
)
(203,880
)
(78,520
)
(31,145
)
(33,287
)
Tax expense (benefit)
4,817
439
(338
)
526
(361
)
Net loss
(263,965
)
(204,319
)
(78,182
)
(31,671
)
(32,926
)
Net loss attributable to non-controlling interest
81,818
170,510
106
-
-
Net loss atrributable to stockholders
$
(182,147
)
$
(33,809
)
$
(78,076
)
$
(31,671
)
$
(32,926
)
Net loss per share - basic and diluted
$
(1.71
)
$
(1.62
)
Weighted average number of shares outstanding - basic and diluted
106,654,918
20,862,555
As of December 31,
2020
2019
2018
2017
2016
Balance Sheet Data (at period end):
Property, plant and equipment, net
$
614,206
$
192,222
$
94,040
$
69,350
$
70,633
Construction in progress
234,037
466,587
254,700
35,413
4,668
Total assets
1,908,091
1,123,814
699,402
381,190
389,054
Long-term debt (includes current portion)
1,239,561
619,057
272,192
75,253
80,385
Total liabilities
1,533,005
736,490
416,755
102,280
99,684
Year Ended December 31,
2020
2019
2018
2017
2016
Statements of Cash Flow Data:
Net cash provided by (used in):
Operating activities
$
(125,566
)
$
(234,261
)
$
(93,227
)
$
(54,892
)
$
(43,493
)
Investing activities
(157,631
)
(376,164
)
(184,455
)
(29,858
)
(98,325
)
Financing activities
819,498
602,607
260,204
13,960
275,936
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.