☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Delaware		83-1482060
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

111 W. 19th Street, 8th Floor New York, NY		10011
(Address of principal executive offices)		(Zip Code)

Large accelerated filer ☐		Accelerated filer ☒
Non-accelerated filer ☐		Smaller reporting company ☐
		Emerging growth company ☒

GLOSSARY OF TERMS		ii
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS		iii
PART I FINANCIAL INFORMATION		5
Item 1.	Financial Statements.	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risks.	38
Item 4.	Controls and Procedures.	39
PART II OTHER INFORMATION		40
Item 1.	Legal Proceedings.	40
Item 1A.	Risk Factors.	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	71
Item 3.	Defaults upon Senior Securities.	71
Item 4.	Mine Safety Disclosures.	71
Item 5.	Other Information.	71
Item 6.	Exhibits.	72
SIGNATURES		73

Btu	the amount of heat required to raise the temperature of one avoirdupois pound of pure water from 59 degrees Fahrenheit to 60 degrees Fahrenheit at an absolute pressure of 14.696 pounds per square inch gage
CAA	Clean Air Act
CERCLA	Comprehensive Environmental Response, Compensation and Liability Act
CWA	Clean Water Act
DOE	U.S. Department of Energy
FERC	Federal Energy Regulatory Commission
GAAP	generally accepted accounting principles in the United States
GHG	greenhouse gases
GSA	gas sales agreement
Henry Hub	a natural gas pipeline located in Erath, Louisiana that serves as the official delivery location for futures contracts on the New York Mercantile Exchange
ISO container	International Organization of Standardization, an intermodal container
LNG	natural gas in its liquid state at or below its boiling point at or near atmospheric pressure
MMBtu	one million Btus, which corresponds to approximately 12.1 LNG gallons
MW	megawatt. We estimate 2,500 LNG gallons would be required to produce one megawatt
NGA	Natural Gas Act of 1938, as amended
non-FTA countries	countries without a free trade agreement with the United States providing for national treatment for trade in natural gas and with which trade is permitted
OPA	Oil Pollution Act
OUR	Office of Utilities Regulation (Jamaica)
PHMSA	Pipeline and Hazardous Materials Safety Administration
PPA	power purchase agreement
SSA	steam supply agreement
TBtu	one trillion Btus, which corresponds to approximately 12,100,000 LNG gallons

•

our limited operating history;

•

loss of one or more of our customers;

•

inability to procure LNG on a fixed-price basis, or otherwise to manage LNG price risks, including hedging arrangements;

•

the completion of construction on our LNG terminals, power plants or Liquefaction Facilities (as defined herein) and the terms of our construction contracts for the completion of these assets;

•

cost overruns and delays in the completion of one or more of our LNG terminals, power plants or Liquefaction Facilities, as well as difficulties in obtaining sufficient financing to pay for such costs and delays;

•

our ability to obtain additional financing to effect our strategy;

•

failure to produce or purchase sufficient amounts of LNG or natural gas at favorable prices to meet customer demand;

•

hurricanes or other natural or manmade disasters;

•

the severity and duration of world health events, including the recent novel coronavirus (“COVID-19”) pandemic and related economic and political impacts on our or our customers’ or suppliers’ operations and financial status;

•

failure to obtain and maintain approvals and permits from governmental and regulatory agencies;

•

operational, regulatory, environmental, political, legal and economic risks pertaining to the construction and operation of our facilities;

•

inability to contract with suppliers and tankers to facilitate the delivery of LNG on their chartered LNG tankers;

•

volatility or cyclical or other changes in the demand for and price of LNG and natural gas and alternative fuels including oil-based fuels;

•

failure of natural gas to be a competitive source of energy in the markets in which we operate, and seek to operate;

•

competition from third parties in our business;

•

inability to re-finance our outstanding indebtedness or implement our financing plans;

•

changes to environmental and similar laws and governmental regulations that are adverse to our operations;

•

inability to enter into favorable agreements and obtain necessary regulatory approvals;

•

the tax treatment of us or of an investment in our Class A shares;

•

a major health and safety incident relating to our business;

•

increased labor costs, and the unavailability of skilled workers or our failure to attract and retain qualified personnel; and

•

risks related to the jurisdictions in which we do, or seek to do, business, particularly Florida, Puerto Rico, Mexico, Jamaica, Angola, Nicaragua and other jurisdictions in the Caribbean.

		March 31, 2020				December 31, 2019
Assets
Current assets
Cash and cash equivalents		$	232,698			$	27,098
Restricted cash			32,512				30,966
Receivables, net of allowances of $0 and $0, respectively			45,976				49,890
Inventory			28,602				63,432
Prepaid expenses and other current assets			74,826				39,734
Total current assets			414,614				211,120
Restricted cash			26,055				34,971
Construction in progress			333,646				466,587
Property, plant and equipment, net			479,089				192,222
Right-of-use asset, net			115,511				-
Intangible assets, net			42,276				43,540
Finance leases, net			1,002				91,174
Investment in equity securities			140				2,540
Deferred tax assets, net			2,756				34
Other non-current assets			74,027				81,626
Total assets		$	1,489,116			$	1,123,814
Liabilities
Current liabilities
Accounts payable		$	21,256			$	11,593
Accrued liabilities			68,529				54,943
Current lease liabilities			29,944				-
Due to affiliates			7,377				10,252
Other current liabilities			24,545				25,475
Total current liabilities			151,651				102,263
Long-term debt			945,209				619,057
Non-current lease liabilities			64,760				-
Deferred tax liabilities, net			-				241
Other long-term liabilities			13,305				14,929
Total liabilities			1,174,925				736,490
Commitments and contingences (Note 18)
Stockholders’ equity
Class A shares, 24,820,003 shares issued and 24,236,495 outstanding as of March 31, 2020; 23,607,096 shares issued and outstanding as of December 31, 2019			133,166				130,658
Treasury shares, 583,508 shares as of March 31, 2020, at cost; 0 shares at December 31, 2019, at cost			(6,132	)			-
Class B shares, 144,342,572 shares, issued and outstanding as of March 31, 2020 and December 31, 2019			-				-
Accumulated deficit			(55,427	)			(45,823	)
Accumulated other comprehensive loss			(83	)			(30	)
Total stockholders' equity attributable to NFE			71,524				84,805
Non-controlling interest			242,667				302,519
Total stockholders' equity			314,191				387,324
Total liabilities and stockholders' equity		$	1,489,116			$	1,123,814

		Three Months Ended March 31,
		2020				2019
Revenues
Operating revenue		$	63,502			$	26,138
Other revenue			11,028				3,813
Total revenues			74,530				29,951
Operating expenses
Cost of sales			68,216				33,349
Operations and maintenance			8,483				4,499
Selling, general and administrative			28,370				49,749
Loss on mitigation sales			208				-
Depreciation and amortization			5,254				1,691
Total operating expenses			110,531				89,288
Operating loss			(36,001	)			(59,337	)
Interest expense			13,890				3,284
Other expense (income), net			611				(2,575	)
Loss on extinguishment of debt, net			9,557				-
Loss before taxes			(60,059	)			(60,046	)
Tax (benefit) expense			(4	)			246
Net loss			(60,055	)			(60,292	)
Net loss attributable to non-controlling interest			51,757				46,735
Net loss attributable to stockholders		$	(8,298	)		$	(13,557	)
Net loss per share – basic and diluted		$	(0.32	)		$	(0.96	)
Weighted average number of shares outstanding – basic and diluted			26,029,492				14,094,534
Other comprehensive loss:
Net loss		$	(60,055	)		$	(60,292	)
Unrealized loss on currency translation adjustment			369				-
Comprehensive loss			(60,424	)			(60,292	)
Comprehensive loss attributable to non-controlling interest			52,073				46,735
Comprehensive loss attributable to stockholders		$	(8,351	)		$	(13,557	)

		Members' Capital								Class A shares								Class B shares								Treasury shares								Accumulated				Accumulated other comprehensive				Non- controlling				Total stockholders'
		Units				Amounts				Shares				Amount				Shares				Amount				Shares				Amount				deficit				(loss) income				Interest				equity
Balance as of December 31, 2019			-			$	-				23,607,096			$	130,658				144,342,572			$	-				-			$	-			$	(45,823	)		$	(30	)		$	302,519			$	387,324
Cumulative effect of accounting change (ASC 842)			-				-				-				-				-				-				-				-				(1,306	)			-				(7,779	)			(9,085	)
Net loss			-				-				-				-				-				-				-				-				(8,298	)			-				(51,757	)			(60,055	)
Other comprehensive loss			-				-				-				-				-				-				-				-				-				(53	)			(316	)			(369	)
Share-based compensation expense			-				-				-				2,508				-				-				-				-				-				-				-				2,508
Issuance of shares for vested RSUs			-				-				1,212,907				-				-				-				-				-				-				-				-				-
Shares withheld from employees related to share-based compensation, at cost			-				-				-				-				-				-				(583,508	)			(6,132	)			-				-				-				(6,132	)
Balance as of March 31, 2020			-			$	-				24,820,003			$	133,166				144,342,572			$	-				(583,508	)		$	(6,132	)		$	(55,427	)		$	(83	)		$	242,667			$	314,191

		Members' Capital								Class A shares								Class B shares								Treasury shares								Accumulated				Accumulated other comprehensive				Non- controlling				Total stockholders'
		Units				Amounts				Shares				Amount				Shares				Amount				Shares				Amount				deficit				(loss) income				Interest				equity
Balance as of December 31, 2018			67,983,095			$	426,741				-			$	-				-			$	-				-			$	-			$	(158,423	)		$	(11	)		$	14,340			$	282,647
Activity prior to the IPO and related organizational transactions:
Net loss			-				-				-				-				-				-				-				-				(7,923	)			11				(91	)			(8,003	)
Effects of the IPO and related organizational transactions:
Issuance of Class A shares in the IPO, net of underwriting discount and offering costs			-				-				20,837,272				32,136				-				-				-				-				-				-				235,874				268,010
Effects of the reorganization transactions			(67,983,095	)			(426,741	)			-				51,092				147,058,824				-				-				-				146,420				-				229,229				-
Activity subsequent to the IPO and related organizational transactions:
Net loss			-				-				-				-				-				-				-				-				(5,645	)			-				(46,644	)			(52,289	)
Share-based compensation expense			-				-				-				19,037				-				-				-				-				-				-				-				19,037
Balance as of March 31, 2019			-			$	-				20,837,272			$	102,265				147,058,824			$	-				-			$	-			$	(25,571	)		$	-			$	432,708			$	509,402

		Three Months Ended March 31,
		2020				2019
Cash flows from operating activities
Net loss		$	(60,055	)		$	(60,292	)
Adjustments for:
Amortization of deferred financing costs			3,353				981
Depreciation and amortization			5,481				1,849
Loss on extinguishment of debt, net			9,557				-
Deferred taxes			(18	)			201
Change in value of Investment in equity securities			2,400				(896	)
Share-based compensation			2,508				19,037
Other			88				204
Decrease (Increase) in receivables			5,752				(3,102	)
Decrease (Increase) in inventories			34,830				(11,043	)
(Increase) Decrease in other assets			(54,080	)			15,684
Decrease in right-of-use asset, net			9,263				-
Increase in accounts payable/accrued liabilities			2,132				3,567
(Decrease) Increase in amounts due to affiliates			(2,875	)			3,117
(Decrease) in lease liabilities			(9,170	)			-
(Decrease) in other liabilities			(477	)			(355	)
Net cash used in operating activities			(51,311	)			(31,048	)
Cash flows from investing activities
Capital expenditures			(56,098	)			(136,281	)
Principal payments received on finance lease, net			50				284
Net cash used in investing activities			(56,048	)			(135,997	)
Cash flows from financing activities
Proceeds from borrowings of debt			832,144				220,000
Payment of deferred financing costs			(14,069	)			(4,400	)
Repayment of debt			(506,402	)			(1,250	)
Proceeds from IPO			-				274,948
Payments related to tax withholdings for share-based compensation			(6,084	)			-
Payment of offering costs			-				(6,105	)
Net cash provided by financing activities			305,589				483,193
Net increase in cash, cash equivalents and restricted cash			198,230				316,148
Cash, cash equivalents and restricted cash – beginning of period			93,035				100,853
Cash, cash equivalents and restricted cash – end of period		$	291,265			$	417,001
Supplemental disclosure of non-cash investing and financing activities:
Changes in Accounts payable and accrued liabilities associated with construction in progress and property, plant and equipment additions		$	13,359			$	(32,946	)

•

Level 1 – observable inputs such as quoted prices in active markets for identical assets or liabilities.

•

Level 2 - inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs.

•

Level 3 - unobservable inputs for which there is little or no market data and which require the Company to develop its own assumptions about how market participants price the asset or liability.

•

Market approach – uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

•

Income approach – uses valuation techniques, such as discounted cash flow technique, to convert future amounts to a single present amount based on current market expectations about those future amounts.

•

Cost approach – based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).

		Three Months Ended March 31,
		2020				2019				Change
Revenues
Operating revenue		$	63,502			$	26,138			$	37,364
Other revenue			11,028				3,813				7,215
Total revenues			74,530				29,951				44,579
Operating expenses
Cost of sales			68,216				33,349				34,867
Operations and maintenance			8,483				4,499				3,984
Selling, general and administrative			28,370				49,749				(21,379	)
Loss on mitigation sales			208				-				208
Depreciation and amortization			5,254				1,691				3,563
Total operating expenses			110,531				89,288				21,243
Operating loss			(36,001	)			(59,337	)			23,336
Interest expense			13,890				3,284				10,606
Other expense (income), net			611				(2,575	)			3,186
Loss on extinguishment of debt, net			9,557				-				9,557
Loss before taxes			(60,059	)			(60,046	)			(13	)
Tax (benefit) expense			(4	)			246				(250	)
Net loss		$	(60,055	)		$	(60,292	)		$	(237	)

•

Our historical financial results do not include significant projects that are near completion. Our results of operations for the first quarter of 2020 include our Montego Bay Terminal, Miami Facility, sales from our Old Harbour Terminal to JPC, and certain industrial end-users. The CHP Plant commenced commercial operations during March 2020, and our future results will include revenue and results operations from sales of gas, power and steam from the CHP Plant. We also expect that the San Juan Facility will become fully operational beginning in the second quarter of 2020. Our current results also do not include revenue and operating results from other projects under development including the La Paz Terminal, the LNG regasification terminal and power plant in Puerto Sandino, Nicaragua (the “Puerto Sandino Terminal”), the LNG terminal in Angola (the “Angola Terminal”), and the LNG terminal on the Shannon Estuary near Ballylongford, Ireland (the “Ireland Terminal”).

•

Our historical financial results do not reflect the long term LNG supply agreement that will lower the cost of our LNG supply from 2022 to 2030. We currently purchase the majority of our supply of LNG from third parties. For the three months ended March 31, 2020, we sourced 95% of our LNG volumes from third parties. Our cost of sales for the three months ended March 31, 2020, reflected an average cost of LNG purchased from third parties of $0.67 per gallon ($8.10 per MMBtu), predominately purchased under a firm purchase commitment entered into in December 2018. During 2019, the market price for LNG dropped significantly, and we have executed a firm commitment to purchase 27.5 TBtus annually beginning in 2022 at prices that are expected to be significantly lower than our current inventory balance. Further, we believe that we will take advantage of the current market pricing for LNG to supply our expanding operations, resulting in an overall lower average cost of LNG in future periods.

		Three Months Ended March 31,
(in thousands)		2020				2019				Change
Cash flows from:
Operating activities		$	(51,311	)		$	(31,048	)		$	(20,263	)
Investing activities			(56,048	)			(135,997	)			79,949
Financing activities			305,589				483,193				(177,604	)
Net increase in cash, cash equivalents, and restricted cash		$	198,230			$	316,148			$	(117,918	)

(in thousands)		Total				Less than 1 year[1]				Years 2 to 3				Year 4 to 5				More than 5 years
Long-term debt obligations		$	1,383,025			$	50,137			$	164,791			$	851,234			$	316,863
Purchase obligations			1,669,942				208,464				376,360				306,242				778,876
Operating Lease obligations			128,506				27,296				53,672				14,084				33,454
Total		$	3,181,473			$	285,897			$	594,823			$	1,171,560			$	1,129,193

•	failure to develop cost-effective logistics solutions;

•	failure to manage expanding operations in the projected time frame;

•	inability to structure innovative and profitable energy-related transactions as part of our sales and trading operations and to optimally price and manage position, performance and counterparty risks;

•	inability to develop infrastructure, including our Terminals and Liquefaction Facilities, as well as other future projects, in a timely and cost-effective manner;

•	inability to attract and retain personnel in a timely and cost-effective manner;

•	failure of investments in technology and machinery, such as liquefaction technology or LNG tank truck technology, to perform as expected;

•	increases in competition which could increase our costs and undermine our profits;

•	inability to source LNG and/or natural gas in sufficient quantities and/or at economically attractive prices;

•	failure to anticipate and adapt to new trends in the energy sector in the U.S., Jamaica, the Caribbean, Mexico, Ireland, Nicaragua, Angola and elsewhere;

•	increases in operating costs, including the need for capital improvements, insurance premiums, general taxes, real estate taxes and utilities, affecting our profit margins;

•	inability to raise significant additional debt and equity capital in the future to implement our strategy as well as to operate and expand our business;

•	general economic, political and business conditions in the U.S., Jamaica, the Caribbean, Mexico, Ireland, Nicaragua, Angola and in the other geographic areas in which we intend to operate;

•	the severity and duration of world health events, including the recent COVID-19 pandemic and related economic and political impacts on our or our customers’ or suppliers’ operations and financial status;

•	inflation, depreciation of the currencies of the countries in which we operate and fluctuations in interest rates;

•	failure to win new bids or contracts on the terms, size and within the time frame we need to execute our business strategy;

•	failure to obtain approvals from governmental regulators and relevant local authorities for the construction and operation of potential future projects and other relevant approvals;

•	existing and future governmental laws and regulations.

•	upon the occurrence of certain events of force majeure;

•	if we fail to make available specified scheduled cargo quantities;

•	the occurrence of certain uncured payment defaults;

•	the occurrence of an insolvency event;

•	the occurrence of certain uncured, material breaches; and

•	if we fail to commence commercial operations or achieve financial close within the agreed timeframes.

•	additions to competitive regasification capacity in North America, Europe, Asia and other markets, which could divert LNG or natural gas from our business;

•	imposition of tariffs by China or any other jurisdiction on imports of LNG from the United States;

•	insufficient or oversupply of natural gas liquefaction or export capacity worldwide;

•	insufficient LNG tanker capacity;

•	weather conditions and natural disasters;

•	reduced demand and lower prices for natural gas;

•	increased natural gas production deliverable by pipelines, which could suppress demand for LNG;

•	decreased oil and natural gas exploration activities, including shut-ins and possible proration, which have begun and may continue to decrease the production of natural gas;

•	cost improvements that allow competitors to offer LNG regasification services at reduced prices;

•	changes in supplies of, and prices for, alternative energy sources such as coal, oil, nuclear, hydroelectric, wind and solar energy, which may reduce the demand for natural gas;

•	changes in regulatory, tax or other governmental policies regarding imported or exported LNG, natural gas or alternative energy sources, which may reduce the demand for imported or exported LNG and/or natural gas;

•	political conditions in natural gas producing regions;

•	adverse relative demand for LNG compared to other markets, which may decrease LNG imports into or exports from North America; and

•	cyclical trends in general business and economic conditions that cause changes in the demand for natural gas.

•	merge, consolidate or transfer all, or substantially all, of our assets;

•	incur additional debt or issue preferred shares;

•	make certain investments or acquisitions;

•	create liens on our or our subsidiaries’ assets;

•	sell assets;

•	make distributions on or repurchase our shares;

•	enter into transactions with affiliates; and

•	create dividend restrictions and other payment restrictions that affect our subsidiaries.

•	we may be unable to complete construction projects on schedule or at the budgeted cost due to the unavailability of required construction personnel or materials, accidents or weather conditions;

•

we may issue change orders under existing or future engineering, procurement and construction (“EPC”) contracts resulting from the occurrence of certain specified events that may give our customers the right to cause us to enter into change orders or resulting from changes with which we otherwise agree;

•	we will not receive any material increase in operating cash flows until a project is completed, even though we may have expended considerable funds during the construction phase, which may be prolonged;

•	we may construct facilities to capture anticipated future energy consumption growth in a region in which such growth does not materialize;

•	the completion or success of our construction projects may depend on the completion of a third-party construction project (e.g., additional public utility infrastructure projects) that we do not control and that may be subject to numerous additional potential risks, delays and complexities;

•

the purchase of the project company holding the rights to develop and operate the Ireland Terminal is subject to a number of contingencies, many of which are beyond our control and could cause us not to acquire the remaining interests of the project company or cause a delay in the construction of our Ireland Terminal;

•

we may not be able to obtain key permits or land use approvals including those required under environmental laws on terms that are satisfactory for our operations and on a timeline that meets our commercial obligations, and there may be delays, perhaps substantial in length, such as in the event of challenges by citizens groups or non-governmental organizations, including those opposed to fossil fuel energy sources;

•	we may be (and have been in select circumstances) subject to local opposition, including the efforts by environmental groups, which may attract negative publicity or have an adverse impact on our reputation; and

•	we may be unable to obtain rights-of-way to construct additional energy-related infrastructure or the cost to do so may be uneconomical.

•	design and engineer each of our facilities to operate in accordance with specifications;

•	engage and retain third-party subcontractors and procure equipment and supplies;

•	respond to difficulties such as equipment failure, delivery delays, schedule changes and failures to perform by subcontractors, some of which are beyond their control;

•	attract, develop and retain skilled personnel, including engineers;

•	post required construction bonds and comply with the terms thereof;

•	manage the construction process generally, including coordinating with other contractors and regulatory agencies; and

•	maintain their own financial condition, including adequate working capital.

•	increases in worldwide LNG production capacity and availability of LNG for market supply;

•	increases in demand for natural gas but at levels below those required to maintain current price equilibrium with respect to supply;

•	increases in the cost to supply natural gas feedstock to our liquefaction projects;

•	increases in the cost to supply LNG feedstock to our facilities;

•	decreases in the cost of competing sources of natural gas, LNG or alternate fuels such as coal, heavy fuel oil and ADO;

•	decreases in the price of LNG; and

•	displacement of LNG or fossil fuels more broadly by alternate fuels or energy sources or technologies (including but not limited to nuclear, wind, solar, biofuels and batteries) in locations where access to these energy sources is not currently available or prevalent.

•	natural disasters;

•	mechanical failures;

•	grounding, fire, explosions and collisions;

•

piracy;

•	human error; and

•	war and terrorism.

•	marine disasters;

•

piracy;

•	bad weather;

•	mechanical failures;

•	environmental accidents;

•	grounding, fire, explosions and collisions;

•	human error; and

•	war and terrorism.

•	death or injury to persons, loss of property or environmental damage;

•	delays in the delivery of cargo;

•	loss of revenues;

•	termination of charter contracts;

•	governmental fines, penalties or restrictions on conducting business;

•	higher insurance rates; and

•	damage to our reputation and customer relationships generally.

•	an inadequate number of shipyards constructing LNG tankers and a backlog of orders at these shipyards;

•	political or economic disturbances in the countries where the tankers are being constructed;

•	changes in governmental regulations or maritime self-regulatory organizations;

•	work stoppages or other labor disturbances at the shipyards, including as a result of the COIVD-19 pandemic;

•	bankruptcy or other financial crisis of shipbuilders;

•	quality or engineering problems;

•	weather interference or a catastrophic event, such as a major earthquake, tsunami or fire; or

•	shortages of or delays in the receipt of necessary construction materials.

•	expected supply is less than the amount hedged;

•	the counterparty to the hedging contract defaults on its contractual obligations; or

•	there is a change in the expected differential between the underlying price in the hedging agreement and actual prices received.

•	lower economic activity, including as a result of the COVID-19 pandemic which has significantly affected Jamaica’s and other jurisdictions’ tourism industries;

•	an increase in oil, natural gas or petrochemical prices;

•	devaluation of the applicable currency;

•	higher inflation; or

•	an increase in domestic interest rates,

•	a majority of the board of directors consist of independent directors as defined under the rules of NASDAQ;

•	the nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•	the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

•	dividing our board of directors into three classes of directors, with each class serving staggered three-year terms;

•	providing that all vacancies, including newly created directorships, may, except as otherwise required by law, or, if applicable, the rights of holders of a series of preferred shares, only be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;

•	permitting any action by shareholders to be taken only at an annual meeting or special meeting rather than by a written consent of the shareholders, subject to the rights of any series of preferred shares with respect to such rights;

•	permitting special meetings of our shareholders to be called only by our board of directors pursuant to a resolution adopted by the affirmative vote of a majority of the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships;

•	prohibiting cumulative voting in the election of directors;

•	establishing advance notice provisions for shareholder proposals and nominations for elections to the board of directors to be acted upon at meetings of the shareholders; and

•	providing that the board of directors is expressly authorized to adopt, or to alter or repeal our operating agreement.

	NEW FORTRESS ENERGY LLC
Date: May 5, 2020
	By:	/s/ Wesley R. Edens
	Name:	Wesley R. Edens
	Title:	Chief Executive Officer and Chairman
		(Principal Executive Officer)
Date: May 5, 2020
	By:	/s/ Christopher S. Guinta
	Name:	Christopher S. Guinta
	Title:	Chief Financial Officer
		(Principal Financial Officer)
Date: May 5, 2020
	By:	/s/ Yunyoung Shin
	Name:	Yunyoung Shin
	Title:	Chief Accounting Officer
		(Principal Accounting Officer)