What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2022-03-01 compared with 2021-03-16 · 29 added, 57 removed, 22 unchanged (80% of the section changed)

1 unchanged sentence

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.

Our Class A common stock is traded on the NASDAQ Global Select Market under the symbol “NFE.” On February February 24, 2022, there were 17 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.

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.

We declared dividends of $0.10 per share in March, June, September and December totaling $79,834 in dividend payments during the year ended December 31, 2021.

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.

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, 2021 in connection with our 2022 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 following graph compares the cumulative total return to shareholders on our Class A common stock relative to the S&P 500, iShares Global Clean Energy ETF Index (“ICLN”) and Vanguard Energy ETF (“VDE”),

including reinvestment of dividends.

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.

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

Alerian Midstream Index (“AMNA”)

January 31, 2019 (1)

December 2019 (2)

December 2020 (2)

December 2021 (2)

iShares Global Clean Energy ETF Index (“ICLN”)

Vanguard Energy ETF (“VDE”)

8 unchanged sentences

Evercore Group L.L.C.

and Allen & Company LLC acted as joint book-running managers;

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.

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.

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.

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,

(In thousands, except share and per share amounts)

Statements of Operations Data:

Operating revenue

Other revenue

Total revenues

Operating expenses

Cost of sales

Operations and maintenance

Selling, general and administrative

Contract termination charges and loss on mitigation sales

Depreciation and amortization

Total operating expenses

Operating loss

Interest expense

Other expense (income), net

Loss on extinguishment of debt, net

Loss before taxes

Tax expense (benefit)

Net loss attributable to non-controlling interest

Net loss atrributable to stockholders

Net loss per share - basic and diluted

Weighted average number of shares outstanding - basic and diluted

As of December 31,

Balance Sheet Data (at period end):

Property, plant and equipment, net

Construction in progress

Long-term debt (includes current portion)

Total liabilities

Year Ended December 31,

Statements of Cash Flow Data:

Net cash provided by (used in):

Operating activities

Investing activities

Financing activities

These proceeds were used for general corporate purposes.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity