UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10‑Q10-Q
(MARK ONE)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 20172021
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 001‑36842001-36842
NEXTDECADE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
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| |
(State or other jurisdiction of | (I.R.S. Employer | ||
incorporation or organization) | Identification No.) |
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3 Waterway Square Place,1000 Louisiana Street, Suite 400, The Woodlands,3900, Houston, Texas 7738077002
(Address of principal executive offices) (Zip Code)
(713) 574‑1880574-1880
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: | Trading Symbol | Name of each exchange on which registered: | ||
Common Stock, $0.0001 par value | NEXT | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑212b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer |
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Non-accelerated filer |
| Smaller reporting company |
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| Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑212b-2 of the Exchange Act). Yes ☐ No ☒
As of November 6, 2017,8, 2021, the issuer had 106,274,527123,829,640 shares of Common Stockcommon stock outstanding.
FORM 10‑10-Q FOR THE QUARTER ENDED SEPTEMBERSeptember 30, 20172021
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| September 30, |
| December 31, | ||||||||||
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| 2017 |
| 2016 | September 30, | December 31, | ||||||||
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| (Unaudited) |
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| 2021 | 2020 | |||||||
Assets |
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Current assets |
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Cash |
| $ | 44,709 |
| $ | 12,524 | ||||||||
Deferred equity issuance costs |
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| — |
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| 578 | ||||||||
Investments |
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| 5,060 |
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| 4,997 | ||||||||
Cash and cash equivalents | $ | 36,743 | $ | 22,608 | ||||||||||
Prepaid expenses and other current assets |
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| 1,043 |
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| 1,096 | 883 | 670 | ||||||
Total current assets |
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| 50,812 |
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| 19,195 | 37,626 | 23,278 | ||||||
Property, plant and equipment, net |
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| 67,602 |
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| 56,233 | 170,431 | 161,662 | ||||||
Other assets |
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| 349 |
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| 349 | ||||||||
Operating lease right-of-use assets, net | 727 | 429 | ||||||||||||
Other non-current assets, net | 19,903 | 16,299 | ||||||||||||
Total assets |
| $ | 118,763 |
| $ | 75,777 | $ | 228,687 | $ | 201,668 | ||||
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Liabilities and Stockholders’ Equity |
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Liabilities, Convertible Preferred Stock and Stockholders’ Equity | ||||||||||||||
Current liabilities |
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Accounts payable |
| $ | 1,820 |
| $ | 1,167 | $ | 744 | $ | 207 | ||||
Share-based compensation liability |
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| 993 |
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| — | 182 | 182 | ||||||
Accrued liabilities and other current liabilities |
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| 4,105 |
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| 3,767 | 5,306 | 1,032 | ||||||
Current common stock warrant liabilities | 1,330 | 3,290 | ||||||||||||
Current operating lease liabilities | 579 | 432 | ||||||||||||
Total current liabilities |
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| 6,918 |
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| 4,934 | 8,141 | 5,143 | ||||||
Non-current compensation liabilities |
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| 2,015 |
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| 2,745 | ||||||||
Non-current share-based compensation liability |
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| 1,312 |
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| — | ||||||||
Non-current common stock warrant liabilities | 2,463 | 874 | ||||||||||||
Non-current operating lease liabilities | 169 | 0 | ||||||||||||
Other non-current liabilities | 23,000 | 22,916 | ||||||||||||
Total liabilities |
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| 10,245 |
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| 7,679 | 33,773 | 28,933 | ||||||
Commitments and contingencies (Note 9) |
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Commitments and contingencies (Note 13) | ||||||||||||||
Series A Convertible Preferred Stock, $1,000 per share liquidation preference Issued and outstanding: 71,552 shares and 65,507 shares at September 30, 2021 and December 31, 2020, respectively | 61,614 | 55,522 | ||||||||||||
Series B Convertible Preferred Stock, $1,000 per share liquidation preference Issued and outstanding: 68,373 shares and 62,612 shares at September 30, 2021 and December 31, 2020, respectively | 62,542 | 56,781 | ||||||||||||
Series C Convertible Preferred Stock, $1,000 per share liquidation preference Issued and outstanding: 41,449 shares and no shares at September 30, 2021 and December 31, 2020, respectively | 38,966 | 0 | ||||||||||||
Stockholders’ equity |
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Preferred stock, $0.0001 par value, 1.0 million shares authorized, none issued |
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| — |
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| — | ||||||||
Common stock, $0.0001 par value Authorized: 480.0 million shares at September 30, 2017 and December 31, 2016 Issued and outstanding: 106.3 million shares and 95.7 million shares at September 30, 2017 and December 31, 2016, respectively |
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| 11 |
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| 10 | ||||||||
Common stock, $0.0001 par value Authorized: 480.0 million shares at September 30, 2021 and December 31, 2020 Issued and outstanding: 120.7 million shares and 117.8 million shares at September 30, 2021 and December 31, 2020, respectively | 12 | 12 | ||||||||||||
Treasury stock: 344,459 shares and 249,742 shares at September 30, 2021 and December 31, 2020, respectively, at cost | (1,310 | ) | (1,031 | ) | ||||||||||
Preferred stock, $0.0001 par value Authorized: 0.8 million, after designation of the Convertible Preferred Stock Issued and outstanding: none at September 30, 2021 and December 31, 2020 | 0 | 0 | ||||||||||||
Additional paid-in-capital |
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| 147,814 |
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| 88,406 | 195,136 | 209,481 | ||||||
Accumulated deficit |
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| (39,289) |
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| (20,291) | (162,046 | ) | (148,030 | ) | ||||
Accumulated other comprehensive loss |
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| (18) |
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| (27) | ||||||||
Total stockholders’ equity |
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| 108,518 |
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| 68,098 | 31,792 | 60,432 | ||||||
Total liabilities and stockholders’ equity |
| $ | 118,763 |
| $ | 75,777 | ||||||||
Total liabilities, convertible preferred stock and stockholders’ equity | $ | 228,687 | $ | 201,668 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except per share data)data)
(unaudited)
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| Three Months Ended |
| Nine Months Ended | ||||||||
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| September 30, |
| September 30, | ||||||||
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| 2017 |
| 2016 |
| 2017 |
| 2016 | ||||
Operations |
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Revenues |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
Operating Expenses |
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General and administrative |
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| 14,014 |
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| 1,885 |
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| 18,392 |
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| 5,203 |
Land option and lease expenses |
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| 250 |
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| 150 |
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| 733 |
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| 442 |
Depreciation expense |
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| 26 |
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| 26 |
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| 78 |
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| 73 |
Impairment loss on capital projects |
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| — |
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| — |
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| — |
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| 506 |
Total operating expenses |
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| 14,290 |
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| 2,061 |
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| 19,203 |
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| 6,224 |
Total operating loss |
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| (14,290) |
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| (2,061) |
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| (19,203) |
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| (6,224) |
Other income (expense) |
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Interest income, net |
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| 145 |
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| 24 |
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| 236 |
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| 40 |
Other expense |
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| (12) |
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| (12) |
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| (31) |
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| (25) |
Total other income |
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| 133 |
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| 12 |
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| 205 |
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| 15 |
Net loss |
| $ | (14,157) |
| $ | (2,049) |
| $ | (18,998) |
| $ | (6,209) |
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Net loss per common share - basic and diluted |
| $ | (0.14) |
| $ | (0.02) |
| $ | (0.19) |
| $ | (0.06) |
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Weighted average shares outstanding - basic and diluted |
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| 103,870 |
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| 95,680 |
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| 99,124 |
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| 95,680 |
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Comprehensive Loss |
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Net loss |
| $ | (14,157) |
| $ | (2,049) |
| $ | (18,998) |
| $ | (6,209) |
Other comprehensive loss: |
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Change in fair value of investments |
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| 6 |
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| (1) |
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| 9 |
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| (1) |
Comprehensive loss |
| $ | (14,151) |
| $ | (2,050) |
| $ | (18,989) |
| $ | (6,210) |
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Revenues | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
Operating expenses | ||||||||||||||||
General and administrative expense | 2,937 | 5,069 | 10,840 | 16,582 | ||||||||||||
Land option and lease expense | 240 | 423 | 678 | 1,281 | ||||||||||||
Depreciation expense | 43 | 65 | 136 | 146 | ||||||||||||
Total operating expenses | 3,220 | 5,557 | 11,654 | 18,009 | ||||||||||||
Total operating loss | (3,220 | ) | (5,557 | ) | (11,654 | ) | (18,009 | ) | ||||||||
Other income (expense) | ||||||||||||||||
Gain (loss) on common stock warrant liabilities | 4,442 | (1,627 | ) | (2,363 | ) | 6,147 | ||||||||||
Loss on redemption of investment securities | 0 | 0 | 0 | (412 | ) | |||||||||||
Interest income, net | 0 | 7 | 2 | 241 | ||||||||||||
Other | 0 | (1 | ) | (1 | ) | (17 | ) | |||||||||
Total other income (expense) | 4,442 | (1,621 | ) | (2,362 | ) | 5,959 | ||||||||||
Net income (loss) attributable to NextDecade Corporation | 1,222 | (7,178 | ) | (14,016 | ) | (12,050 | ) | |||||||||
Preferred stock dividends | (5,264 | ) | (3,613 | ) | (13,015 | ) | (10,565 | ) | ||||||||
Deemed dividends on Series A Convertible Preferred Stock | (16 | ) | (16 | ) | (47 | ) | (113 | ) | ||||||||
Net loss attributable to common stockholders | $ | (4,058 | ) | $ | (10,807 | ) | $ | (27,078 | ) | $ | (22,728 | ) | ||||
Net loss per common share - basic and diluted | $ | (0.03 | ) | $ | (0.09 | ) | $ | (0.23 | ) | $ | (0.19 | ) | ||||
Weighted average shares outstanding - basic and diluted | 119,374 | 117,564 | 118,677 | 117,450 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Condensed Consolidated Statement of Stockholders’Stockholders’ Equity and Convertible Preferred Stock
(in thousands)
(unaudited)
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| Common Stock |
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| Accumulated |
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| Par |
| Additional |
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| Other |
| Total | ||||
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| Value |
| Paid-in |
| Accumulated |
| Comprehensive |
| Stockholders’ | |||||
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| Shares |
| Amount |
| Capital |
| Deficit |
| Loss |
| Equity | |||||
Balance at December 31, 2016 |
| 95,680 |
| $ | 10 |
| $ | 88,406 |
| $ | (20,291) |
| $ | (27) |
| $ | 68,098 |
Pre-merger equity issuance |
| 2,810 |
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| — |
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| 20,100 |
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| — |
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| — |
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| 20,100 |
Reverse recapitalization |
| 6,759 |
|
| 1 |
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| 26,773 |
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| — |
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| — |
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| 26,774 |
Issuance of common stock |
| 1,026 |
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| — |
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| 10,000 |
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| — |
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| — |
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| 10,000 |
Equity issuance costs |
| — |
|
| — |
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| (6,295) |
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| — |
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| — |
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| (6,295) |
Share-based compensation |
| — |
|
| — |
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| 8,830 |
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| — |
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| — |
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| 8,830 |
Other comprehensive loss |
| — |
|
| — |
|
| — |
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| — |
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| 9 |
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| 9 |
Net Loss |
| — |
|
| — |
|
| — |
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| (18,998) |
|
| — |
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| (18,998) |
Balance at September 30, 2017 |
| 106,275 |
| $ | 11 |
| $ | 147,814 |
| $ | (39,289) |
| $ | (18) |
| $ | 108,518 |
For the Three Months Ended September 30, 2021 | ||||||||||||||||||||||||||||||||||||||||
Common Stock | Treasury Stock | Series A | Series B | Series C | ||||||||||||||||||||||||||||||||||||
Par | Additional | Total | Convertible | Convertible | Convertible | |||||||||||||||||||||||||||||||||||
Value | Paid-in | Accumulated | Stockholders’ | Preferred | Preferred | Preferred | ||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Equity | Stock | Stock | Stock | |||||||||||||||||||||||||||||||
Balance at June 30, 2021 | 118,482 | $ | 12 | 300 | $ | (1,171 | ) | $ | 199,553 | $ | (163,268 | ) | $ | 35,126 | $ | 59,509 | $ | 60,549 | $ | 33,173 | ||||||||||||||||||||
Share-based compensation | — | — | — | — | (3,653 | ) | — | (3,653 | ) | — | — | — | ||||||||||||||||||||||||||||
Restricted stock vesting | 285 | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Shares repurchased related to share-based compensation | (44 | ) | — | 44 | (139 | ) | — | — | (139 | ) | — | — | — | |||||||||||||||||||||||||||
Issuance of common stock, net | 116 | — | — | — | 151 | — | 151 | — | — | — | ||||||||||||||||||||||||||||||
Stock dividend | 399 | — | 0 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Exercise of common stock warrants | 1,485 | — | — | — | 4,365 | — | 4,365 | — | — | — | ||||||||||||||||||||||||||||||
Issuance of Series C Convertible Preferred Stock | — | — | — | — | — | — | — | — | — | 4,634 | ||||||||||||||||||||||||||||||
Preferred stock dividends | — | — | — | — | (5,264 | ) | — | (5,264 | ) | 2,089 | 1,993 | 1,159 | ||||||||||||||||||||||||||||
Deemed dividends - accretion of beneficial conversion feature | — | — | — | — | (16 | ) | — | (16 | ) | 16 | — | — | ||||||||||||||||||||||||||||
Net income | — | — | — | — | — | 1,222 | 1,222 | — | — | — | ||||||||||||||||||||||||||||||
Balance at September 30, 2021 | 120,723 | $ | 12 | 344 | $ | (1,310 | ) | $ | 195,136 | $ | (162,046 | ) | $ | 31,792 | $ | 61,614 | $ | 62,542 | $ | 38,966 |
For the Nine Months Ended September 30, 2021 | ||||||||||||||||||||||||||||||||||||||||
Common Stock | Treasury Stock | Series A | Series B | Series C | ||||||||||||||||||||||||||||||||||||
Par | Additional | Total | Convertible | Convertible | Convertible | |||||||||||||||||||||||||||||||||||
Value | Paid-in | Accumulated | Stockholders’ | Preferred | Preferred | Preferred | ||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Equity | Stock | Stock | Stock | |||||||||||||||||||||||||||||||
Balance at December 31, 2020 | 117,829 | $ | 12 | 249 | $ | (1,031 | ) | $ | 209,481 | $ | (148,030 | ) | $ | 60,432 | $ | 55,522 | $ | 56,781 | $ | — | ||||||||||||||||||||
Share-based compensation | — | — | — | — | (5,799 | ) | — | (5,799 | ) | — | — | — | ||||||||||||||||||||||||||||
Restricted stock vesting | 590 | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Shares repurchased related to share-based compensation | (95 | ) | — | 95 | (279 | ) | — | — | (279 | ) | — | — | — | |||||||||||||||||||||||||||
Issuance of common stock, net | 116 | — | — | — | 151 | — | 151 | — | — | — | ||||||||||||||||||||||||||||||
Stock dividend | 798 | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Exercise of common stock warrants | 1,485 | — | — | — | 4,365 | — | 4,365 | — | — | — | ||||||||||||||||||||||||||||||
Issuance of Series C Convertible Preferred Stock | — | — | — | — | — | — | — | — | — | 37,807 | ||||||||||||||||||||||||||||||
Preferred stock dividends | — | — | — | — | (13,015 | ) | — | (13,015 | ) | 6,045 | 5,761 | 1,159 | ||||||||||||||||||||||||||||
Deemed dividends - accretion of beneficial conversion feature | — | — | — | — | (47 | ) | — | (47 | ) | 47 | — | — | ||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | (14,016 | ) | (14,016 | ) | — | — | — | ||||||||||||||||||||||||||||
Balance at September 30, 2021 | 120,723 | $ | 12 | 344 | $ | (1,310 | ) | $ | 195,136 | $ | (162,046 | ) | $ | 31,792 | $ | 61,614 | $ | 62,542 | $ | 38,966 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
For the Three Months Ended September 30, 2020 | ||||||||||||||||||||||||||||||||||||
Common Stock | Treasury Stock | Series A | Series B | |||||||||||||||||||||||||||||||||
Par | Additional | Total | Convertible | Convertible | ||||||||||||||||||||||||||||||||
Value | Paid-in | Accumulated | Stockholders’ | Preferred | Preferred | |||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Equity | Stock | Stock | ||||||||||||||||||||||||||||
Balance at June 30, 2020 | 117,492 | $ | 12 | 178 | $ | (796 | ) | $ | 215,807 | $ | (138,573 | ) | 76,450 | $ | 51,727 | $ | 53,192 | |||||||||||||||||||
Share-based compensation | — | 0 | — | 0 | 629 | 0 | 629 | 0 | 0 | |||||||||||||||||||||||||||
Restricted stock vesting | 292 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
Shares repurchased related to share-based compensation | (64 | ) | 0 | 64 | (211 | ) | 0 | 0 | (211 | ) | 0 | 0 | ||||||||||||||||||||||||
Preferred stock dividends | — | 0 | — | 0 | (3,613 | ) | 0 | (3,613 | ) | 1,843 | 1,757 | |||||||||||||||||||||||||
Deemed dividends - accretion of beneficial conversion feature | — | 0 | — | 0 | (16 | ) | 0 | (16 | ) | 16 | 0 | |||||||||||||||||||||||||
Net loss | — | 0 | — | 0 | 0 | (7,178 | ) | (7,178 | ) | 0 | 0 | |||||||||||||||||||||||||
Balance at September 30, 2020 | 117,720 | $ | 12 | 242 | $ | (1,007 | ) | $ | 212,807 | $ | (145,751 | ) | $ | 66,061 | $ | 53,586 | $ | 54,949 |
NextDecade Corporation.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
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| Nine Months Ended | ||||
|
| September 30, | ||||
|
| 2017 |
| 2016 | ||
Operating activities: |
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|
|
Net loss |
| $ | (18,998) |
| $ | (6,209) |
Adjustment to reconcile net loss to net cash used in operating activities |
|
|
|
|
|
|
Depreciation |
|
| 78 |
|
| 73 |
Share-based compensation expense |
|
| 10,476 |
|
| — |
Impairment loss on capital projects |
|
| — |
|
| 506 |
Changes in operating assets and liabilities |
|
|
|
|
|
|
Prepaid expenses and other currents assets |
|
| 53 |
|
| 234 |
Accounts payable |
|
| 190 |
|
| (473) |
Accrued expenses and other liabilities |
|
| 209 |
|
| 639 |
Net cash used in operating activities |
|
| (7,992) |
|
| (5,230) |
Investing activities: |
|
|
|
|
|
|
Acquisition of property, plant and equipment |
|
| (10,690) |
|
| (15,917) |
Issuance of note receivable |
|
| (115) |
|
| — |
Repayment of note receivable |
|
| 115 |
|
| — |
Cash received in reverse recapitalization |
|
| 26,774 |
|
| — |
Change in restricted cash |
|
| — |
|
| 17,003 |
Investments |
|
| (54) |
|
| (5,009) |
Net cash (used in) provided by investing activities |
|
| 16,030 |
|
| (3,923) |
Financing activities: |
|
|
|
|
|
|
Proceeds from equity issuances |
|
| 30,100 |
|
| — |
Equity issuance costs |
|
| (5,953) |
|
| — |
Net cash provided by financing activities |
|
| 24,147 |
|
| — |
Net increase (decrease) in cash |
|
| 32,185 |
|
| (9,153) |
Cash – Beginning of the period |
|
| 12,524 |
|
| 27,127 |
Cash – End of the period |
| $ | 44,709 |
| $ | 17,974 |
|
|
|
|
|
|
|
Non-cash investing activities: |
|
|
|
|
|
|
Accounts payable for acquisition of property, plant and equipment |
| $ | 1,266 |
| $ | 1,371 |
Accrued liabilities for acquisition of property, plant and equipment |
|
| 1,845 |
|
| 875 |
For the Nine Months Ended September 30, 2020 | ||||||||||||||||||||||||||||||||||||
Common Stock | Treasury Stock | Series A | Series B | |||||||||||||||||||||||||||||||||
Par | Additional | Total | Convertible | Convertible | ||||||||||||||||||||||||||||||||
Value | Paid-in | Accumulated | Stockholders’ | Preferred | Preferred | |||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Equity | Stock | Stock | ||||||||||||||||||||||||||||
Balance at December 31, 2019 | 117,329 | $ | 12 | 137 | $ | (685 | ) | $ | 224,091 | $ | (133,701 | ) | 89,717 | $ | 48,084 | $ | 49,814 | |||||||||||||||||||
Share-based compensation | — | 0 | — | 0 | (606 | ) | 0 | (606 | ) | 0 | 0 | |||||||||||||||||||||||||
Restricted stock vesting | 496 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
Shares repurchased related to share-based compensation | (105 | ) | 0 | 105 | (322 | ) | 0 | 0 | (322 | ) | 0 | 0 | ||||||||||||||||||||||||
Preferred stock dividends | — | 0 | — | 0 | (10,565 | ) | 0 | (10,565 | ) | 5,389 | 5,135 | |||||||||||||||||||||||||
Deemed dividends - accretion of beneficial conversion feature | — | 0 | — | 0 | (113 | ) | 0 | (113 | ) | 113 | 0 | |||||||||||||||||||||||||
Net loss | — | 0 | — | 0 | 0 | (12,050 | ) | (12,050 | ) | 0 | 0 | |||||||||||||||||||||||||
Balance at September 30, 2020 | 117,720 | $ | 12 | 242 | $ | (1,007 | ) | $ | 212,807 | $ | (145,751 | ) | $ | 66,061 | $ | 53,586 | $ | 54,949 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
Nine Months Ended | ||||||||
September 30, | ||||||||
2021 | 2020 | |||||||
Operating activities: | ||||||||
Net loss attributable to NextDecade Corporation | $ | (14,016 | ) | $ | (12,050 | ) | ||
Adjustment to reconcile net loss to net cash used in operating activities | ||||||||
Depreciation | 136 | 146 | ||||||
Share-based compensation expense (forfeiture) | (5,571 | ) | (759 | ) | ||||
Loss (gain) on common stock warrant liabilities | 2,363 | (6,147 | ) | |||||
Realized loss on investment securities | 0 | 423 | ||||||
Amortization of right-of-use assets | 414 | 984 | ||||||
Amortization of other non-current assets | 1,062 | 1,042 | ||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | (234 | ) | 61 | |||||
Accounts payable | 76 | (478 | ) | |||||
Operating lease liabilities | (396 | ) | (710 | ) | ||||
Accrued expenses and other liabilities | 3,914 | (5,258 | ) | |||||
Net cash used in operating activities | (12,252 | ) | (22,746 | ) | ||||
Investing activities: | ||||||||
Acquisition of property, plant and equipment | (8,390 | ) | (30,088 | ) | ||||
Acquisition of other non-current assets | (4,666 | ) | (9,390 | ) | ||||
Proceeds from sale of investment securities | 0 | 61,972 | ||||||
Purchase of investment securities | 0 | (188 | ) | |||||
Net cash (used in) provided by investing activities | (13,056 | ) | 22,306 | |||||
Financing activities: | ||||||||
Proceeds from sale of Rio Bravo | 0 | 15,000 | ||||||
Proceeds from sale of Series C Convertible Preferred Stock | 39,500 | 0 | ||||||
Proceeds from sale of common stock | 389 | 0 | ||||||
Equity issuance costs | (117 | ) | 0 | |||||
Preferred stock dividends | (50 | ) | (41 | ) | ||||
Shares repurchased related to share-based compensation | (279 | ) | (322 | ) | ||||
Net cash provided by financing activities | 39,443 | 14,637 | ||||||
Net increase in cash and cash equivalents | 14,135 | 14,197 | ||||||
Cash and cash equivalents – beginning of period | 22,608 | 15,736 | ||||||
Cash and cash equivalents – end of period | $ | 36,743 | $ | 29,933 | ||||
Non-cash investing activities: | ||||||||
Accounts payable for acquisition of property, plant and equipment | $ | 329 | $ | 479 | ||||
Accrued liabilities for acquisition of property, plant and equipment | 996 | 382 | ||||||
Pipeline assets obtained in exchange for other non-current liabilities | 84 | 6,670 | ||||||
Non-cash financing activities: | ||||||||
Paid-in-kind dividends on Convertible Preferred Stock | 12,965 | 10,524 | ||||||
Accretion of deemed dividends on Series A Convertible Preferred Stock | 47 | 113 | ||||||
Accounts payable for equity issuance costs | 148 | 0 | ||||||
Accrued liabilities for equity issuance costs | 35 | 0 |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
Notes to Condensed Consolidated Financial Statements
(unaudited)(unaudited)
Note 1 — Nature of OperationsBackground and Basis of Presentation
NextDecade Corporation engages in development activities related to the liquefaction and sale of liquefied natural gas (“LNG”) in international markets.and the reduction of CO2 emissions. We have focused and continue to focus our development activities on the Rio Grande LNG terminal facility at the Port of Brownsville in southern Texas (the “Terminal”) and an associated 137-mile Rio Bravo pipeline to supply gas toa carbon capture and storage project at the Terminal (the “Pipeline” together with the Terminal, the “Project”“CCS project”). The Company estimates the Project will commence commercial operations in 2023. We have also secured, through December 2019, an approximate 1,000-acre site near Texas City, Texas for a potential LNG terminal (the “Shoal Point Terminal”).
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with Rule 10‑10-01 of Regulation S-X.S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements.statements and should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2020. In our opinion, all adjustments, consisting only of normal recurring items, which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements, have been included. The results of operations for the three and nine months ended September 30, 2017,2021 are not necessarily indicative of the operating results for the full year.
The information included herein should be read in conjunction with the consolidated financial statements and accompanying notes of NextDecade LLC as of and for the year ended December 31, 2016, which is included in our definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on June 29, 2017. Such financial statements are also incorporated by reference in our Current Report on Form 8‑K filed with the SEC on July 28, 2017 following the completion of a merger (the “Merger”) by a subsidiary of Harmony Merger Corp. (“Harmony”) with and into NextDecade LLC on July 24, 2017 (the “Merger Date”). Harmony changed its corporate name to NextDecade Corporation after completing the Merger.
The Merger was accounted for as a reverse acquisition and recapitalization, with NextDecade LLC being treated as the accounting acquirer. As such, the historical condensed consolidated comparative information as of December 31, 2016 and for all periods in 2016, contained in this report, relate to NextDecade LLC and its subsidiaries. Subsequent to the Merger Date, the information relates to the consolidated entities of NextDecade, with Harmony reflected as the accounting acquiree. The Company continues to operate in a single operating segment for financial reporting purposes.
In connection with the Merger, the issued and outstanding membership interests in NextDecade LLC were exchanged for 98,490,409 shares of Harmony common stock. All share and per share amounts in the Condensed Consolidated Financial Statements and related notes have been retroactively adjusted for all periods presented to give effect to this exchange.
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An “emerging growth company” may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public and private companies, the Company, as an emerging growth
5
company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards adopted.
As discussed in Note 1 – Nature of Operations and Basis of Presentation, a subsidiary of Harmony merged with and into NextDecade LLC on July 24, 2017. Immediately following the Merger, the pre-Merger members and management of NextDecade LLC held approximately 94%, or 98,490,409 shares, of our outstanding common stock. The pre-Merger members and management of NextDecade LLC also have the right to receive an additional 4,893,326 shares (up to 19,573,304 shares in aggregate) of the Company’s common stock (“Additional Shares”) upon the achievement by NextDecade of each of the following milestones (the “Additional Share Milestones”):
|
|
|
|
|
|
|
| |
The Merger has been accounted for as a reverse acquisition and recapitalization, with NextDecade LLC being treated as the accounting acquirer. In connection with the completion of the Merger, approximately $26.8 million was released from Harmony’s trust account to NextDecade LLC to be used for development activities.
Note 32 — Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
|
|
|
|
|
|
|
|
| September 30, |
| December 31, | ||
|
| 2017 |
| 2016 | ||
Rio Grande LNG site option |
| $ | 57 |
| $ | 495 |
Short-term security deposits |
|
| 364 |
|
| 349 |
Shoal Point Leases |
|
| 75 |
|
| — |
Prepaid insurance |
|
| 281 |
|
| 21 |
Other |
|
| 266 |
|
| 231 |
Total prepaid expenses and other current assets |
| $ | 1,043 |
| $ | 1,096 |
September 30, | December 31, | |||||||
2021 | 2020 | |||||||
Prepaid subscriptions | $ | 203 | $ | 29 | ||||
Prepaid insurance | 389 | 314 | ||||||
Prepaid marketing and sponsorships | 60 | 60 | ||||||
Other | 231 | 267 | ||||||
Total prepaid expenses and other current assets | $ | 883 | $ | 670 |
Note 43 — Investment SecuritiesSale of Equity Interests in Rio Bravo
On March 2, 2020, NextDecade LLC closed the transactions (the “Closing”) contemplated by that certain Omnibus Agreement, dated February 13, 2020, with Spectra Energy Transmission II, LLC, a wholly owned subsidiary of Enbridge Inc. (“Buyer”), pursuant to which NextDecade LLC sold 100 percent of the equity interests (the “Equity Interests”) in Rio Bravo Pipeline Company, LLC (“Rio Bravo”) to Buyer for consideration of approximately $19.4 million. Buyer paid $15.0 million of the Purchase Price to NextDecade LLC at the Closing and the remainder will be paid within five business days after the date that Rio Grande has received, after a final positive investment decision, the initial funding of financing for the development, construction and operation of the Terminal. Rio Bravo is developing a proposed interstate natural gas pipeline (the “Pipeline”) to supply natural gas to the Terminal. In connection with the Closing, Rio Grande LNG Gas Supply LLC, an indirect wholly-owned subsidiary of the Company (“Rio Grande Gas Supply”), entered into (i) a Precedent Agreement for Firm Natural Gas Transportation Service for the Rio Bravo Pipeline (the “RBPL Precedent Agreement”) with Rio Bravo and (ii) a Precedent Agreement for Natural Gas Transportation Service (the “VCP Precedent Agreement”) with Valley Crossing Pipeline, LLC (“VCP”). VCP and, as of the Closing, Rio Bravo are wholly owned subsidiaries of Enbridge Inc. The Company maintains cash reservesValley Crossing Pipeline is owned and operated by VCP.
Pursuant to the RBPL Precedent Agreement, Rio Bravo agreed to provide Rio Grande Gas Supply with firm natural gas transportation services on the Pipeline in a quantity sufficient to match the full operational capacity of each proposed liquefaction train of the Terminal. Rio Bravo’s obligation to construct, install, own, operate and maintain the Pipeline is conditioned on its receipt, no later than December 31, 2023, of notice that Rio Grande Gas Supply or its affiliate has issued a full notice to proceed to the engineering, procurement and construction contractor (the “EPC Contractor”) for the construction of the Terminal. Under the RBPL Precedent Agreement, in consideration for the provision of such firm transportation services, Rio Bravo will be remunerated on a dollar-per-dekatherm, take-or-pay basis, subject to certain adjustments, over a term of at least twenty years, all in compliance with the federal and state authorizations associated with the Pipeline.
Pursuant to the VCP Precedent Agreement, VCP agreed to provide Rio Grande Gas Supply with natural gas transportation services on the Valley Crossing Pipeline in a quantity sufficient to match the commissioning requirements of each proposed liquefaction train of the Terminal. VCP’s obligation to construct, install, own, operate and maintain the necessary interconnection to the Terminal and the Pipeline is conditioned on its receipt, no later than December 31, 2023, of notice that Rio Grande Gas Supply or its affiliate has issued a full notice to proceed to the EPC Contractor for the construction of the Terminal. VCP will be responsible, at its sole cost and expense, to construct, install, own, operate and maintain the tap, riser and valve facilities (the “VCP Transporter Facilities”), which shall connect to Rio Grande Gas Supply’s custody transfer meter and such other facilities as necessary in order for the Terminal to receive gas from the VCP Transporter Facilities (the “Rio Grande Gas Supply Facilities”). Rio Grande Gas Supply will be responsible, at its sole cost and expense, to construct, install, own, operate and maintain the Rio Grande Gas Supply Facilities. Under the VCP Precedent Agreement, in consideration for the provision of the commissioning transportation services, VCP will be remunerated on the same dollar-per-dekatherm, take-or-pay basis as set forth in the Ultra-Short-Term Bond FundRBPL Precedent Agreement for the duration of such commissioning services, all in compliance with the federal and state authorizations associated with the Valley Crossing Pipeline.
If Rio Grande or its affiliate fails to issue a full notice to proceed to the EPC Contractor on or prior to December 31, 2023, Buyer has the right to sell the Equity Interests back to NextDecade LLC and NextDecade LLC has the right to repurchase the Equity Interests from Buyer, in each case at a price not to exceed $23 million. Accordingly, the proceeds from the sale of the Equity Interests and additional costs incurred by Buyer are presented as a non-current liability and the Short-Term Bond Index Fund, which are managed by The Vanguard Group, Inc. The target investment allocation betweenassets of Rio Bravo have not been de-recognized in the Ultra-Short-Term Bond Fund and the Short-Term Bond Index Fund are 75% and 25%, respectively. The Ultra-Short-Term Bond Fund has an average maturity of approximately one year, and approximately 46% of such fund’s holdings are AAA-rated, with 0% non-investment grade rated. The Short-Term Bond Index Fund has an average maturity of approximately three years, andconsolidated balance sheet at September 30, 2021.
6
70% of such fund’s holdings are AAA-rated, with 0% non-investment grade rated. Investment securities are classified as available-for-sale and consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| September 30, |
| December 31, | ||||||||
|
| 2017 |
| 2016 | ||||||||
|
| Fair value |
| Cost |
| Fair value |
| Cost | ||||
Ultra-Short-Term Bond Fund |
| $ | 3,804 |
| $ | 3,805 |
| $ | 3,760 |
| $ | 3,767 |
Short-Term Bond Index Fund |
|
| 1,256 |
|
| 1,273 |
|
| 1,237 |
|
| 1,257 |
Total investments |
| $ | 5,060 |
| $ | 5,078 |
| $ | 4,997 |
| $ | 5,024 |
Note 54 — Property, Plant and Equipment
Property, plant and equipment consisted of the following (in thousands):
|
|
|
|
|
|
|
|
| September 30, |
| December 31, | ||
|
| 2017 |
| 2016 | ||
Fixed Assets |
|
|
|
|
|
|
Computers |
| $ | 60 |
| $ | 42 |
Furniture, fixtures, and equipment |
|
| 233 |
|
| 232 |
Leasehold improvements |
|
| 264 |
|
| 264 |
Total fixed assets |
|
| 557 |
|
| 538 |
Less: accumulated depreciation |
|
| (343) |
|
| (265) |
Total fixed assets, net |
|
| 214 |
|
| 273 |
Project Assets (not placed in service) |
|
|
|
|
|
|
Rio Grande |
|
| 57,922 |
|
| 48,087 |
Rio Bravo |
|
| 9,466 |
|
| 7,873 |
Total project assets |
|
| 67,388 |
|
| 55,960 |
Total property, plant and equipment, net |
| $ | 67,602 |
| $ | 56,233 |
September 30, | December 31, | |||||||
2021 | 2020 | |||||||
Fixed Assets | ||||||||
Computers | $ | 487 | $ | 487 | ||||
Furniture, fixtures, and equipment | 464 | 464 | ||||||
Leasehold improvements | 101 | 101 | ||||||
Total fixed assets | 1,052 | 1,052 | ||||||
Less: accumulated depreciation | (797 | ) | (660 | ) | ||||
Total fixed assets, net | 255 | 392 | ||||||
Project Assets (not placed in service) | ||||||||
Terminal | 149,160 | 140,253 | ||||||
Pipeline | 21,016 | 21,017 | ||||||
Total Terminal and Pipeline assets | 170,176 | 161,270 | ||||||
Total property, plant and equipment, net | $ | 170,431 | $ | 161,662 |
Depreciation expense was $43 thousand and $65 thousand for the three and nine months ended September 30, 2017 was $262021 and 2020, respectively, and $136 thousand and $78$146 thousand respectively. Depreciation expense for the three and nine months ended September 30, 2016 was $26 thousand2021 and $73 thousand,2020, respectively.
Note 5 — Leases
Our leased assets primarily consist of office space and land sites.
Operating lease right-of-use assets are as follows (in thousands):
September 30, | December 31, | |||||||
2021 | 2020 | |||||||
Office leases | $ | 727 | $ | 429 | ||||
Total operating lease right-of-use assets, net | $ | 727 | $ | 429 |
Operating lease liabilities are as follows (in thousands):
September 30, | December 31, | |||||||
2021 | 2020 | |||||||
Office leases | $ | 579 | $ | 432 | ||||
Total current lease liabilities | $ | 579 | $ | 432 | ||||
Non-current office leases | 169 | 0 | ||||||
Total lease liabilities | $ | 748 | $ | 432 |
Operating lease expense is as follows (in thousands):
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Office leases | $ | 156 | $ | 238 | $ | 470 | $ | 691 | ||||||||
Land leases | 0 | 113 | 0 | 332 | ||||||||||||
Total operating lease expense | 156 | 351 | 470 | 1,023 | ||||||||||||
Short-term lease expense | 84 | 72 | 208 | 249 | ||||||||||||
Land option expense | 0 | 0 | 0 | 9 | ||||||||||||
Total land option and lease expense | $ | 240 | $ | 423 | $ | 678 | $ | 1,281 |
Maturity of operating lease liabilities as of September 30, 2021 are as follows (in thousands, except lease term and discount rate):
2021 (remaining) | $ | 115 | ||
2022 | 690 | |||
2023 | 0 | |||
2024 | 0 | |||
2025 | 0 | |||
Thereafter | 0 | |||
Total undiscounted lease payments | 805 | |||
Discount to present value | (57 | ) | ||
Present value of lease liabilities | $ | 748 | ||
Weighted average remaining lease term - years | 1.2 | |||
Weighted average discount rate - percent | 12.0 |
Other information related to our operating leases is as follows (in thousands):
Nine Months Ended September 30, | ||||||||
2021 | 2020 | |||||||
Cash paid for amounts included in the measurement of operating lease liabilities: | ||||||||
Cash flows from operating activities | $ | 509 | $ | 600 | ||||
Noncash right-of-use assets recorded for operating lease liabilities: | ||||||||
In exchange for new operating lease liabilities during the period | 712 | 605 |
Note 6 — Other Non-Current Assets
Other non-current assets consisted of the following (in thousands)
September 30, | December 31, | |||||||
2021 | 2020 | |||||||
Permitting costs(1) | $ | 7,409 | $ | 7,385 | ||||
Enterprise resource planning system, net | 743 | 1,805 | ||||||
Rio Grande Site Lease initial direct costs | 11,751 | 7,109 | ||||||
Total other non-current assets, net | $ | 19,903 | $ | 16,299 |
(1) | Permitting costs primarily represent costs incurred in connection with permit applications to the United States Army Corps of Engineers and the U.S. Fish and Wildlife Service for mitigation measures for potential impacts to wetlands and habitat that may be caused by the construction of the Terminal and the Pipeline. |
Note 7 — Accrued Liabilities and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
September 30, | December 31, | |||||||
2021 | 2020 | |||||||
Employee compensation expense | $ | 3,725 | $ | 14 | ||||
Terminal costs | 996 | 650 | ||||||
Accrued legal services | 42 | 5 | ||||||
Other accrued liabilities | 543 | 363 | ||||||
Total accrued liabilities and other current liabilities | $ | 5,306 | $ | 1,032 |
|
|
|
|
|
|
|
|
| September 30, |
| December 31, | ||
|
| 2017 |
| 2016 | ||
Employee compensation expense |
| $ | 1,776 |
| $ | 1,535 |
Project asset costs |
|
| 1,845 |
|
| 1,810 |
Accrued legal services |
|
| 119 |
|
| 91 |
Other accrued liabilities |
|
| 365 |
|
| 331 |
Total accrued liabilities and other current liabilities |
| $ | 4,105 |
| $ | 3,767 |
Note 8 – Preferred Stock andCommon Stock Warrants
Certain employee contracts providePreferred Stock
In August 2018, we sold an aggregate of 50,000 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock), at $1,000 per share for an aggregate purchase price of $50 million and we issued an additional 1,000 shares of Series A Preferred Stock in aggregate as origination fees to the purchasers of the Series A Preferred Stock.
In September 2018, we sold an aggregate of 29,055 shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), at $1,000 per share for an aggregate purchase price of $29.055 million and we issued an additional 581 shares of Series B Preferred Stock in aggregate as origination fees to the purchasers of the Series B Preferred Stock.
In May 2019, we sold an aggregate of 20,945 shares of Series B Preferred Stock at $1,000 per share for an aggregate purchase price of $20.945 million and we issued an additional 418 shares of Series B Preferred Stock in aggregate as origination fees to the purchasers of such shares of Series B Preferred Stock.
In March 2021, we sold an aggregate of 24,500 shares of Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock” and, together with the Series A Preferred Stock and the Series B Preferred Stock, the “Convertible Preferred Stock”), at $1,000 per share for an aggregate purchase price of $24.5 million and we issued an additional 490 shares of Series C Preferred Stock in aggregate as origination fees to the purchasers of the Series C Preferred Stock.
In April 2021, we sold 10,000 shares of Series C Preferred Stock, at $1,000 per share for a purchase price of $10 million and we issued an additional 200 shares of Series C Preferred Stock as an origination fee to the purchaser of the Series C Preferred Stock.
In July 2021, we sold 5,000 shares of Series C Preferred Stock, at $1,000 per share for a purchase price of $5 million and we issued an additional 100 shares of Series C Preferred Stock as an origination fee to the purchaser of the Series C Preferred Stock.
Warrants, exercisable for Company common stock, were issued together with the shares of Convertible Preferred Stock (collectively, “Common Stock Warrants”).
The shares of Convertible Preferred Stock bear dividends at a rate of 12% per annum, which are cumulative and accrue daily from the respective dates of issuance on the $1,000 stated value. Such dividends are payable quarterly and may be paid in cash bonuses uponor in-kind. During the nine months ended September 30, 2021 and 2020, the Company paid-in-kind $13.0 million and $10.5 million of dividends, respectively, to the holders of the Convertible Preferred Stock. On October 12, 2021, the Company declared dividends to the holders of the Convertible Preferred Stock as of the close of business on September 15, 2021. On October 15, 2021, the Company paid-in-kind $5.3 million of dividends to the holders of the Convertible Preferred Stock.
As of September 30, 2021, shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock were convertible into shares of Company common stock at a positive final investment decisionweighted average conversion price of $6.54 per share, $6.57 per share and $3.29 per share, respectively.
Initial Fair Value Allocation
Net proceeds from the sales of Series C Preferred Stock were allocated on a fair value basis to the warrants issued together with the shares of the Series C Preferred Stock and on a relative fair value basis to the Series C Preferred Stock. The allocation of net cash proceeds from the sale of Series C Preferred Stock is as follows (in thousands):
Allocation of Proceeds | ||||||||||||
Series C | ||||||||||||
Series C | Preferred | |||||||||||
Warrants | Stock | |||||||||||
Gross proceeds | $ | 39,500 | ||||||||||
Equity issuance costs | (61 | ) | ||||||||||
Net proceeds - Initial Fair Value Allocation | $ | 39,439 | $ | 1,631 | $ | 37,808 | ||||||
Per balance sheet upon issuance | $ | 1,631 | $ | 37,808 |
Common Stock Warrants
The Company revalues the Common Stock Warrants at each balance sheet date and recognized a gain of $4.4 million and a loss of $1.6 million during the three months ended September 30, 2021 and 2020, respectively, and a loss of $2.4 million and a gain of $6.1 million during the nine months ended September 30, 2021 and 2020, respectively. The Common Stock Warrant liabilities are included in Level 3 of the fair value hierarchy.
The Company used a Monte Carlo simulation model to estimate the fair value of the Common Stock Warrants using the following assumptions:
September 30, | December 31, | |||||||
2021 | 2020 | |||||||
Stock price | $ | 2.78 | $ | 2.09 | ||||
Exercise price | $ | 0.01 | $ | 0.01 | ||||
Risk-free rate | 0.5 | % | 0.1 | % | ||||
Volatility | 58.2 | % | 58.6 | % | ||||
Term (years) | 1.9 | 0.8 |
Beneficial Conversion Feature
ASC 470-20-20 – Debt – Debt with conversion and Other Options (“ASC 470-20”) defines a beneficial conversion feature (“BCF”) as a nondetachable conversion feature that is in the Project (“FID”), subjectmoney at the issuance date. The Company was required by ASC 470-20 to approval byallocate a portion of the Company’s boardproceeds from the Series A Preferred Stock equal to the intrinsic value of directors. At the BCF to additional paid-in capital. The Company is recording the accretion of the $2.5 million Series A Preferred Stock discount attributable to the BCF as a deemed dividend using the effective yield method over the period prior to the expected conversion date.
Common Stock Purchase Agreement
On October 24, 2019, the Company entered into a Common Stock Purchase Agreement with Ninteenth Investment Company LLC, an affiliate of Mubadala Investment Company PJSC (the “Purchaser”). During the three and nine months ended September 30, 2017,2021, the Company issued an additional 399 thousand and December 31, 2016, non-current compensation liabilities related798 thousand shares of Company common stock, respectively, to engineering staff were $0.7 millionthe Purchaser pursuant to the terms of the Common Stock Purchase Agreement.
At-the-Market Program
In August 2021, the Company entered into an at-the-market sales agreement with Virtu Americas LLC (“Virtu”) pursuant to which the Company may sell shares of Company common stock from time to time through Virtu acting as sales agent, for aggregate proceeds of up to $50 million. During the three and $1.1 million, respectively, which were recognized as an addition to project assets. In addition, non-current compensation liabilities related to certain executive staff were $1.3 million and $1.6 million as of nine months ended September 30, 2017,2021, the Company sold approximately 0.1 million shares for proceeds of approximately $0.4 million.
Common Stock Warrants
During the three months ended September 30, 2021, Common Stock Warrants were exercised by certain holders of Series A Preferred Stock and December 31, 2016, respectively.Series B Preferred Stock. In connection with the exercises of Common Stock Warrants, the Company issued an aggregate of approximately 1.5 million shares of Company common stock.
Net
The following table (in thousands, except for loss per share (“EPS”) is computed in accordance with GAAP. Basic EPS excludes dilutionshare) reconciles basic and is computed by dividing net income (loss) by thediluted weighted average number of common shares outstanding during the period. Diluted EPS reflects potential dilution and is computed by dividing net income (loss) by the weighted average number of common
7
shares outstanding during the period increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued and were dilutive. The dilutive effect of unvested stock and warrants is calculated using the treasury-stock method. Basic and diluted EPS for all periods presented are the same since our unvested stock of 25,011,173 shares for each of the three and nine months ended September 30, 2017 is excluded from2021 and 2020:
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Weighted average common shares outstanding: | ||||||||||||||||
Basic | 119,374 | 117,564 | 118,677 | 117,450 | ||||||||||||
Dilutive unvested stock, convertible preferred stock, Common Stock Warrants and IPO Warrants | 0 | 0 | 0 | 0 | ||||||||||||
Diluted | 119,374 | 117,564 | 118,677 | 117,450 | ||||||||||||
Basic and diluted net loss per share attributable to common stockholders | $ | (0.03 | ) | $ | (0.09 | ) | $ | (0.23 | ) | $ | (0.19 | ) |
Potentially dilutive sharessecurities not included in the diluted net loss per share computations because the performance conditions had not yettheir effect would have been satisfiedanti-dilutive were as of September 30, 2017. Outstanding warrants of 12,081,895 and 12,058,500 for each of the three and nine months ended September 30, 2017 and September 30, 2016, respectively, are also excluded from dilutive shares as the effect was anti-dilutive. follows (in thousands):
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Unvested stock (1) | 1,831 | 848 | 1,581 | 993 | ||||||||||||
Convertible preferred stock | 34,095 | 16,869 | 29,174 | 16,386 | ||||||||||||
Common Stock Warrants | 2,510 | 1,979 | 2,486 | 1,972 | ||||||||||||
IPO Warrants(2) | 12,082 | 12,082 | 12,082 | 12,082 | ||||||||||||
Total potentially dilutive common shares | 50,518 | 31,778 | 45,323 | 31,433 |
(1) | Does not include 8.3 million shares for each of the three and nine months ended September 30, 2021 and 3.0 million shares for each of the three and nine months ended September 30, 2020, of unvested stock because the performance conditions had not yet been satisfied as of September 30, 2021 and 2020, respectively. |
(2) | The IPO Warrants were issued in connection with our initial public offering in 2015. The IPO Warrants are exercisable at a price of $11.50 per share and expire on July 24, 2022. The Company may redeem the IPO Warrants at a price of $0.01 per IPO Warrant upon 30 days’ notice only if the last sale price of our common stock is at least $17.50 per share for any 20 trading days within a 30 trading day period. If the Company redeems the IPO Warrants in this manner, the Company will have the option to do so on a cashless basis with the issuance of an economically equivalent number of shares of Company common stock. |
Note 811 — Share-based Compensation
We recognize share-based compensation at fair value on the datehave granted shares of grant. The fair value is recognized as expense (net of any capitalization) over the requisite service period. For equity-classified share-based compensation awards (which include grants ofCompany common stock, restricted Company common stock and restricted stock to employees), compensation cost is recognized based on the grant-date fair value using the quoted market price of our common stock and not subsequently remeasured. The fair value is recognized as expense (net of any capitalization) using the straight-line basis for awards that vest based on service conditions and using the graded-vesting attribution method for awards that vest based on performance conditions. We estimate the service periods for performance awards utilizing a probability assessment based on when we expect to achieve the performance conditions. For liability classified share-based compensation awards (which include grants of stock and restricted stock to non-employees), compensation cost is initially recognized on the grant date using estimated payout levels. Compensation cost is subsequently adjusted quarterly to reflect the updated estimated payout levels based on the changes in the Company’s stock price.
As discussed in Note 2 – Merger, the stockholders of the Company approved the issuance of Additional Shares upon the achievement of the Additional Share Milestones. In aggregate, 2,429,396 shares and 287,388 Additional Shares will be awarded to management and consultants, respectively, upon the achievement of the Additional Share Milestones.
In addition, in connection with the Merger, the stockholders of the Company also approved the issuance of restricted shares of our common stock to certain employees and consultants (“Restricted Shares”) in an amount based on the number of shares of common stock outstanding at the time of achieving each of the milestones. In aggregate, we estimate that total Restricted Shares to vest upon achievement of the milestones belowunits to employees, consultants and consultants are 3,942,455 shares and 1,495,414 shares, respectively, with vesting percentage by milestonenon-employee directors under our 2017 Omnibus Incentive Plan, as follows:amended (the “2017 Plan”).
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|
|
Total share-based compensation consisted of the following (in thousands):
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| ||||||||||||||||
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| Three months ended |
| Nine months ended | Three months Ended | Nine Months Ended | ||||||||||||||||||||||
|
| September 30, |
| September 30, | September 30, | September 30, | ||||||||||||||||||||||
|
| 2017 |
| 2016 |
| 2017 |
| 2016 | 2021 | 2020 | 2021 | 2020 | ||||||||||||||||
Share-based compensation: |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Equity awards |
| $ | 8,830 |
| $ | — |
| $ | 8,830 |
| $ | — | $ | (3,653 | ) | $ | 629 | $ | (5,799 | ) | $ | (606 | ) | |||||
Liability awards |
|
| 2,305 |
|
| — |
|
| 2,305 |
|
| — | 0 | 0 | 0 | 0 | ||||||||||||
Total share-based compensation |
|
| 11,135 |
|
| — |
|
| 11,135 |
|
| — | (3,653 | ) | 629 | (5,799 | ) | (606 | ) | |||||||||
Capitalized share-based compensation |
|
| (659) |
|
| — |
|
| (659) |
|
| — | 944 | 211 | 228 | (153 | ) | |||||||||||
Total share-based compensation expense |
| $ | 10,476 |
| $ | — |
| $ | 10,476 |
| $ | — | $ | (2,709 | ) | $ | 840 | $ | (5,571 | ) | $ | (759 | ) |
During each of the three and nine months ended September 30, 2017, the weighted average grant date fair value of equity-classified awards was $10.26 per share, and the total grant date fair value of equity-classified awards was $65.4 million. The total unrecognized compensation costs at September 30, 2017 relating to equity-classified awards and liability-classified awards were $56.6 million and $15.7 million, respectively, which is expected to be recognized over a weighted average period of 1.75 years.
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Note 912 — Income Taxes
Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the tax basis of assets and liabilities and their reported amounts in the Consolidated Financial Statements. Deferred tax assets and liabilities are included in the Consolidated Financial Statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the current period’s provision for income taxes. A valuation allowance is recorded to reduce the carrying value of our deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will expire before realization of the benefit or future deductibility is not probable. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the tax position.
As of September 30, 2017, we have net operating loss (“NOL”) carryforwards for federal and state income tax reporting purposes. However, dueDue to our cumulative loss position, we have established a full valuation allowance against our deferred tax assets at September 30, 20172021 and December 31, 2016. Accordingly, the Company has 2020. Due to our full valuation allowance, we have not recorded a provision for federal or state income taxes during either of the three and nine months ended September 30, 20172021 or 2020.
In response to the global pandemic related to COVID-19, President Trump signed into law the Coronavirus Aid, Relief, and 2016.Economic Security Act (the “CARES Act”) on March 27, 2020 and the Consolidated Appropriations Act, 2021 (the “CAA”) on December 27, 2020. The CARES Act and the CAA provide numerous relief provisions for corporate taxpayers, including modification of the utilization limitations on NOLs, favorable expansions of the deduction for business interest expense under Internal Revenue Code Section 163(j), and the ability to accelerate timing of refundable alternative minimum tax credits. For the three and nine months ended September 30, 2021, there were no material tax impacts to our consolidated financial statements from the CARES Act, the CAA or other COVID-19 measures. The Company continues to monitor additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service and others.
Note 1013 — Commitments and Contingencies
In January 2017, NextDecade LLC executed surface lease agreements with the City of Texas City and the State of Texas for an approximate 1,000‑acre site for the Shoal Point Terminal (collectively, the “Shoal Point Leases”). The term of the Shoal Point Leases is 36 months with an option to extend for an additional 12 months and NextDecade LLC has the right to terminate the Shoal Point Leases after the first 12 months at no additional cost to the Company or at any time thereafter with a $50 thousand termination payment to each lessor.
In Rio Grande Site Lease
On March 2017, NextDecade LLC executed6, 2019, Rio Grande entered into a lease agreement (the “Rio Grande Site Lease”) with the Brownsville Navigation District for a ten‑acre tract subsumed within the siteof Cameron County, Texas (“BND”) for the Terminallease by Rio Grande of approximately 984 acres of land situated in Brownsville, Cameron County, Texas for the purposes of constructing, operating, and maintaining (i) a liquefied natural gas facility and export terminal and (ii) gas treatment and gas pipeline facilities.
On April 30, 2020, Rio Grande and the BND amended the Rio Grande Site Lease (the “Brownsville Lease”“Rio Grande Site Lease Amendment”) to extend the effective date for commencing the Rio Grande Site Lease to May 6, 2021 (the “Effective Date”). The BrownsvilleRio Grande Site Lease has an eight‑month primary term with the option to renew such lease for six additional six-month terms and NextDecade LLCAmendment further provides that Rio Grande has the right, to terminate such lease after the primary eight-month term or at the end of any six-month term at no additional cost to the Company.
Total remaining commitments if NextDecade LLC electsexercisable in its sole discretion, to extend the Shoal Point LeasesEffective Date to May 6, 2022 by providing the BND with written notice of its election no later than the close of business on the Effective Date. On April 28, 2021, Rio Grande delivered a notice to the Port of Brownsville electing to extend the Effective Date of the Rio Grande Site Lease Amendment to May 6, 2022.
In connection with the Rio Grande Site Lease Amendment, Rio Grande is committed to pay approximately $1.5 million per quarter to the BND through the earlier of the Effective Date and lease commencement.
Obligation under LNG Sale and Purchase Agreement
In March 2019, we entered into a 20-year sale and purchase agreement (the “SPA”) with Shell NA LNG LLC (“Shell”) for the supply of approximately two million tonnes per annum of liquefied natural gas from the Terminal. Pursuant to the SPA, Shell will purchase LNG on a free-on-board (“FOB”) basis starting from the date the first liquefaction train of the Terminal that is commercially operable, with approximately three-quarters of the purchased LNG volume indexed to Brent and the Brownsville Lease through their extendedremaining volume indexed to domestic United States gas indices, including Henry Hub.
In the first quarter of 2020, pursuant to the terms are as follows (in thousands):of the SPA, the SPA became effective upon the conditions precedent in the SPA being satisfied or waived. The SPA obligates Rio Grande to deliver the contracted volumes of LNG to Shell at the FOB delivery point, subject to the first liquefaction train at the Terminal being commercially operable.
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|
| 2017 |
| 2018 |
| 2019 |
| 2020 |
| 2021 | |||||
Shoal Point Leases |
| $ | — |
| $ | 400 |
| $ | 500 |
| $ | 600 |
| $ | — |
Brownsville Lease |
|
| 29 |
|
| 59 |
|
| 59 |
|
| 29 |
|
| — |
|
| $ | 29 |
| $ | 459 |
| $ | 559 |
| $ | 629 |
| $ | — |
Legal Proceedings
From time to time the Company may be subject to various claims and legal actions that arise in the ordinary course of business. ManagementAs of September 30, 2021, management is not aware of any claims or legal actions that, separately or in the aggregate, are likely to have a material adverse effect on the Company’s financial position, results of operations or cash flows, although the Company cannot guarantee that a material adverse event may effect will not occur.
9
Note 1114 — Recent Accounting Pronouncements
The following table provides a brief description of recent accounting standards that have not been adopted by the Company as of September 30, 2017:2021:
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● | the successful completion of the Terminal by third-party contractors and a pipeline to supply gas to the Terminal being developed by a third-party; |
● | our ability to develop the carbon capture and storage project at the Terminal (the “CCS project”) to reduce carbon emissions from the Terminal; |
● | our ability to secure additional debt and equity financing in the future to complete the |
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● | the accuracy of estimated costs for the |
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● | our ability to maintain the listing of our securities on a securities exchange or quotation medium; |
● | changes adversely affecting the business in which we are engaged; |
● | management of growth; |
● | general economic conditions; |
● | our ability to generate cash; |
● | compliance with environmental laws and regulations; and |
● |
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12
Should one or more of the foregoing risks or uncertainties materialize in a way that negatively impacts us, or should the underlying assumptions prove incorrect, our actual results may vary materially from those anticipated in our forward-looking statements, and our business, financial condition, and results of operations could be materially and adversely affected.
The forward-looking statements contained in this Quarterly Report on Form 10-Q are made as of the date of this Quarterly Report on Form 10-Q. You should not rely upon forward-looking statements as predictions of future events. In addition, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. The forward-looking statements contained in this prospectus are made
Except as of the date hereof, andrequired by applicable law, we assume nodo not undertake any obligation to updatepublicly correct or supplementupdate any forward-looking statements.
Please read “Risk Factors” contained in the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Definitive Proxy Statement and other filings we make with the Securities and Exchange Commission (the “SEC”) for a more complete discussion of the risks and uncertainties mentioned above and for a discussion of other risks and uncertainties. All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements as well as others made in our most recent Annual Report on Form 10-K Quarterly Reports on Form 10-Q, Definitive Proxy Statementas well as other filings we have made and hereafter inwill make with the Securities and Exchange Commission (the “SEC”) and our other SEC filings and public communications. You should evaluate all forward-looking statements made by us in the context of these risks and uncertainties. Note that forward-looking statements speak only as of the date of this Current Report on Form 10-Q. Except as required by applicable law, we do not undertake any obligation to publicly correct or update any forward-looking statement.
Overview
NextDecade Corporation is aengages in development activities related to the liquefaction and sale of LNG development company focused on LNG export projects and associated pipelinesthe reduction of CO2 emissions, in part, through the State of Texas.CCS project. We have focused and continue to focus our development activities on the Project. Terminal and recently announced our planned development of the CCS project (described further under “Recent Developments”). We have undertaken and continue to undertake various initiatives to evaluate, design and engineer the Terminal and the CCS project that we expect will result in demand for LNG supply at the Terminal, which would enable us to seek construction financing to develop the Terminal and the CCS project. We believe the Project is well-positioned among the second wave of U.S. LNG projects. We also believe we maintain keyTerminal possesses competitive advantages involvingin several important areas, including, engineering, design, commercial, regulatory, emission reductions, and gas supply considerations.supply. We submitted a pre-filing request for the ProjectTerminal to the Federal Energy Regulatory Commission (“FERC”(the “FERC”) in March 2015 and filed a formal application with the FERC in May 2016. In November 2019, the FERC issued an order authorizing the siting, construction and operation of the Terminal. We also believe we have robust commercial offtake and gas supply strategies in place, and have signed significant non-binding customer commitments to date. We estimate that the Project will commence commercial operations in 2023.strategies.
Unless the context requires otherwise, references to “NextDecade,” “the Company,” “we,” “us,” and “our” refer to NextDecade Corporation and its consolidated subsidiaries.
Recent Developments
COVID-19 Pandemic and its Effect on our Business
The Companybusiness environment in which we operate has been impacted by the recent downturn in the energy market as well as the outbreak of COVID-19 and its progression into a pandemic in March 2020. We have modified and may continue to modify certain business and workforce practices to protect the safety and welfare of our employees. Furthermore, we have implemented and may continue to implement certain mitigation efforts to ensure business continuity. We will continue to actively monitor the situation and may take further actions altering our business operations that we determine are in the best interests of our employees, customers, partners, suppliers, and stakeholders, or as required by federal, state, or local authorities. It is not clear what the resultpotential effects any such alterations or modifications may have on our business, including the effects on our customers, employees, and prospects, or on our financial results for fiscal year 2021 or beyond.
NEXT Carbon Solutions
On March 18, 2021, we announced the formation of NEXT Carbon Solutions that is expected to (i) develop one of the mergerlargest CCS projects in North America at the Terminal, (ii) advance proprietary processes to lower the cost of utilizing CCS technology, (iii) help other energy companies to reduce their greenhouse gas (“GHG”) emissions associated with the production, transportation, and use of natural gas, and (iv) generate high-quality, verifiable carbon offsets to support companies in their efforts to achieve net-zero emissions. NEXT Carbon Solutions’ CCS project is expected to reduce permitted CO2 emissions at the Terminal by more than 90 percent without major design changes to the Terminal.
Series C Convertible Preferred Stock Offering
In March, April and July 2021, we sold an aggregate of 39,500 shares of Series C Convertible Preferred Stock, par value $0.0001 per share (the “Merger”“Series C Preferred Stock”) by, at $1,000 per share for an aggregate purchase price of $39.5 million and issued an additional 790 shares of Series C Preferred Stock in aggregate as origination fees. Warrants were issued together with the issuances of the Series C Preferred Stock.
For further descriptions of the Series C Preferred Stock, see Note 8 - Preferred Stock and Common Stock Warrants, and for additional details on the issuances of the Series C Preferred Stock and the transactions in connection therewith, please refer to our Current Reports on Form 8-K filed with the SEC on March 18, 2021, March 29, 2021 and August 2, 2021.
CCS project
On March 25, 2021, we announced the execution of a term sheet with Oxy Low Carbon Ventures (“OLCV”), a subsidiary of Harmony Merger Corp. (“Harmony”) with and into NextDecade LNG, LLC (“NextDecade LLC”). Harmony was incorporated in Delaware on May 21, 2014 and was formedOccidental Petroleum Corporation, for the purposeofftake and storage of acquiring, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities. Harmony completed its IPO in March 2015, raising approximately $115.0 million in cash proceeds. Harmony neither engaged in any operations nor generated any revenue prior to the Merger.
On July 24, 2017 (the “Merger Date”), Harmony consummated the Merger pursuant to that certain Agreement and Plan of Merger, dated as of April 17, 2017, by and among Harmony, Harmony Merger Sub, LLC, NextDecade LLC and the other signatories thereto. In connection with the closing of the Merger, Harmony changed its name from “Harmony Merger Corp.” to “NextDecade Corporation” and its common stock and warrants began trading on the Nasdaq Capital Market under the symbols “NEXT” and “NEXTW,” respectively.
As previously disclosed, the Company received a noticeCO2 captured from the Staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that, based upon the Company’s non-compliance with the minimum number of round lot shareholders for the listing of its (i) common stock as set forth in Nasdaq Listing Rule 5505(a)(3) and (ii) warrants as set forth in Nasdaq Listing Rule 5515(a)(4) on The Nasdaq Capital Market, such Company securities may be subject to delisting from The Nasdaq Capital Market unless the Company timely requests a hearing before a Nasdaq Hearings Panel (the “Panel”). The Company timely requested a hearing before the Panel and, on October 26, 2017, the Company appeared before the Panel to present its plan to regain compliance with Nasdaq Listing Rules 5505(a)(3) and 5515(a)(4) with respect to its common stock and warrants, respectively.
On November 3, 2017, the Company was notified that the Panel had determined to grant the Company’s request for the continued listing of its common stock and warrants on The Nasdaq Capital Market pursuant to an extension to evidence compliance with Nasdaq Listing Rules 5505(a)(3) and 5515(a)(4) with respect to its common stock and warrants, respectively, by March 6, 2018. The continued listing of the Company’s common stock and warrants on the Nasdaq Capital
13
Market through March 6, 2018 is subject to the Company’s compliance with interim progress reporting requirements. The Company continues to work diligently to timely satisfyTerminal. Under the terms of the Panel’s decision.agreement, OLCV will offtake and transport CO2 from the Terminal and permanently sequester it in an underground geologic formation in the Rio Grande Valley, where there is believed to be vast CO2 storage capacity, pursuant to a CO2 Offtake Agreement and a Sequestration and Monitoring Agreement to be negotiated by the parties.
We have partnered with Mitsubishi Heavy Industries, an experienced developer of post-combustion carbon capture technology, to assist with the planned CCS project at the Terminal.
Terminal
In April 2021, we announced a joint pilot project with Project Canary for the monitoring, reporting, and independent third-party measurement and certification of the GHG intensity of LNG to be sold from the Terminal.
Rio Grande Site Lease
On March6, 2019, Rio Grande entered into a lease agreement (the “Rio Grande Site Lease”) with the Brownsville Navigation District of Cameron County, Texas (the "BND") for the lease by Rio Grande of approximately 984 acres of land situated in Brownsville, Cameron County, Texas for the purposes of constructing, operating, and maintaining (i) a liquefied natural gas facility and export terminal and (ii) gas treatment and gas pipeline facilities.
On April 30, 2020, Rio Grande and the BND amended the Rio Grande Site Lease (the “Rio Grande Site Lease Amendment”) to extend the effective date for commencing the Rio Grande Site Lease to May 6, 2021 (the “Effective Date”). The Rio Grande Site Lease Amendment further provides that Rio Grande has the right, exercisable in its sole discretion, to extend the Effective Date to May 6, 2022 by providing the BND with written notice of its election no later than the close of business on the Effective Date.
On April 28, 2021, Rio Grande extended the Effective Date to May 6, 2022.
At-the-Market Program
In August 2021, the Company entered into an at-the-market sales agreement with Virtu Americas LLC (“Virtu”) pursuant to which the Company may sell shares of Company common stock from time to time through Virtu acting as sales agent, for aggregate proceeds of up to $50 million.
Liquidity and Capital Resources
Capital Resources
We have funded and continue to fund the development of the ProjectTerminal, CCS project, and general working capital needs through our cash on hand and proceeds from the issuance of equity.equity and equity-based securities. Our capital resources consistconsisted of approximately $44.7$36.7 million of cash and $5.1 million of available-for-sale investment securitiescash equivalents as of September 30, 2017.2021.
Sources and Uses of Cash
The following table summarizes the sources and uses of our cash for the periods presented (in thousands):
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| For the Nine Months Ended | ||||
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| September 30, | ||||
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| 2017 |
| 2016 | ||
Operating cash flows |
| $ | (7,992) |
| $ | (5,230) |
Investing cash flows |
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| 16,030 |
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| (3,923) |
Financing cash flows |
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| 24,147 |
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| — |
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Net increase (decrease) in cash |
|
| 32,185 |
|
| (9,153) |
Cash - beginning of period |
|
| 12,524 |
|
| 27,127 |
Cash - end of period |
| $ | 44,709 |
| $ | 17,974 |
Nine Months Ended | ||||||||
September 30, | ||||||||
2021 | 2020 | |||||||
Operating cash flows | $ | (12,252 | ) | $ | (22,746 | ) | ||
Investing cash flows | (13,056 | ) | 23,306 | |||||
Financing cash flows | 39,443 | 14,637 | ||||||
Net increase in cash and cash equivalents | 14,135 | 14,197 | ||||||
Cash and cash equivalents – beginning of period | 22,608 | 15,736 | ||||||
Cash and cash equivalents – end of period | $ | 36,743 | $ | 29,933 |
Operating Cash Flows
Operating cash outflows during the nine months ended September 30, 20172021 and 20162020 were $8.0$12.3 million and $5.2$22.7 million, respectively. The increasedecrease in operating cash outflows in 2017 compared to 2016 was primarily related to increased cash used as a result of additional employees and increased professional fees.
Investing Cash Flows
Investing cash inflows during the nine months ended September 30, 2017 of $16.0 million were primarily2021 compared to the result of cash acquirednine months ended September 30, 2020 was due to reduced employee costs and lease costs among other actions taken in response to the Merger of $26.8 million offset by cash used in the development of the Project of $10.7 million. COVID-19 pandemic.
Investing Cash Flows
Investing cash outflows during the nine months ended September 30, 2016 of $3.92021 were $13.1 million wasand investing cash inflows during the nine months ended September 30, 2020 were $23.3 million. The investing cash outflows during the nine months ended September 30, 2021 were primarily the result of cash used in the development of the ProjectTerminal and CCS project of $15.9$13.1 million. The investing cash inflows during the nine months ended September 30, 2020 were primarily the result of the sale of $62.0 million and anof investment in available-for-sale securities of $5.0 millionpartially offset by a decreasecash used in restricted cashthe development of $17.0the Terminal of $39.5 million.
Financing Cash Flows
Financing cash inflows during the nine months ended September 30, 20172021 and 2020 were $24.1$39.4 million as aand $14.6 million, respectively. For the nine months ended September 30, 2021 financing cash inflows were primarily the result of $30.1proceeds from the sale of Series C Preferred Stock. For the nine months ended September 30, 2020 financing cash inflows were primarily the result of $15.0 million of equity issued offset by $6.0proceeds from the sale of Rio Bravo.
Pre-FID Liquidity
In 2021, we expect to incur $39 million on pre-FID development activities in support of the Terminal and the CCS project. Approximately $10 million and $27 million of equity issuance costs.these costs were incurred in the three and nine months ended September 30, 2021, respectively.
Capital Development Activities
We are primarily engaged in developing the Project,Terminal and the CCS project, which willmay require significant additional capital to support further project development, engineering, regulatory approvals and compliance, and commercial activities in advance of a final investment decision (“FID”)FID made to finance and construct the Project.Terminal and CCS project. Even if successfully completed, the ProjectTerminal will not begin to operate and generate significant cash flows until at least several years from now, which management currently estimates being 2023.now. Construction of the Terminal and PipelineCCS project would not begin until, FERC issues an order granting the necessary authorizations under the Natural Gas Act and onceamong other requirements for project financing, all required federal, state and local permits have been obtained. We estimate that we will receive all regulatory approvals and commence construction in 2018 and commence commercial operations in 2023. As a result, our business success will depend, to a significant extent, upon our ability to obtain the funding necessary to construct the Project,Terminal and CCS project, to bring itthem into operation on a commercially viable basis and to finance the costs ofour staffing, operating and expanding our companyexpansion costs during that process.
14
We have engaged SG Americas Securities, LLC (a business unit of Société Générale) and Macquarie Capital (USA) Inc. to advise and assist us in raising capital for post-FID construction activities. Additionally, we have negotiated a non-binding term sheet with GE Oil & Gas, Inc. for $150 million of pre-FID “bridge loan financing” which, subject to the achievement of certain development milestones, may be utilized to fund certain pre-FID development activities.
We currently expect that the long-term capital requirements for the ProjectTerminal and the CCS project will be financed predominately through project financing and proceeds from future debt and equity offerings.offerings by us. There can be no assurance that we will succeed in securing additional debt and/or equity financing in the future to complete the ProjectTerminal and CCS project or, if successful, that the capital we raise will not be expensive or dilutive to stockholders. Additionally, if these types of financing are not available, we will be required to seek alternative sources of financing, which may not be available on terms acceptable to us, if at all.
Contractual Obligations
There have been no material changes to our contractual obligations from those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
Results of Operations
The following table summarizes costs, expenses and other income for the periods indicated (in thousands):
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| For the Three Months Ended |
| For the Nine Months Ended | ||||||||||||||
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| September 30, |
| September 30, | ||||||||||||||
|
| 2017 |
| 2016 |
| Change |
| 2017 |
| 2016 |
| Change | ||||||
Revenues |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
General and administrative |
|
| 14,014 |
|
| 1,885 |
|
| 12,129 |
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| 18,392 |
|
| 5,203 |
|
| 13,189 |
Land option and lease expenses |
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| 250 |
|
| 150 |
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| 100 |
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| 733 |
|
| 442 |
|
| 291 |
Depreciation expense |
|
| 26 |
|
| 26 |
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| — |
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| 78 |
|
| 73 |
|
| 5 |
Impairment loss on capital projects |
|
| — |
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| — |
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| — |
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| — |
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| 506 |
|
| (506) |
Operating loss |
|
| (14,290) |
|
| (2,061) |
|
| (12,229) |
|
| (19,203) |
|
| (6,224) |
|
| (12,979) |
Interest income, net |
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| 145 |
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| 24 |
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| 121 |
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| 236 |
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| 40 |
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| 196 |
Other expense |
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| (12) |
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| (12) |
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| — |
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| (31) |
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| (25) |
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| (6) |
Net loss |
| $ | (14,157) |
| $ | (2,049) |
| $ | (12,108) |
| $ | (18,998) |
| $ | (6,209) |
| $ | (12,789) |
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||||
2021 | 2020 | Change | 2021 | 2020 | Change | |||||||||||||||||||
Revenues | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
General and administrative expense | 2,937 | 5,069 | (2,132 | ) | 10,840 | 16,582 | (5,742 | ) | ||||||||||||||||
Land option and lease expense | 240 | 423 | (183 | ) | 678 | 1,281 | (603 | ) | ||||||||||||||||
Depreciation expense | 43 | 65 | (22 | ) | 136 | 146 | (10 | ) | ||||||||||||||||
Operating loss | (3,220 | ) | (5,557 | ) | 2,337 | (11,654 | ) | (18,009 | ) | 6,355 | ||||||||||||||
Gain (loss) on common stock warrant liabilities | 4,442 | (1,627 | ) | 6,069 | (2,363 | ) | 6,147 | (8,510 | ) | |||||||||||||||
Loss on redemption of investment securities | — | — | — | — | (412 | ) | 412 | |||||||||||||||||
Interest income, net | — | 7 | (7 | ) | 2 | 241 | (239 | ) | ||||||||||||||||
Other | — | (1 | ) | 1 | (1 | ) | (17 | ) | 16 | |||||||||||||||
Net income (loss) attributable to NextDecade Corporation | 1,222 | (7,178 | ) | 8,400 | (14,016 | ) | (12,050 | ) | (1,966 | ) | ||||||||||||||
Preferred stock dividends | (5,264 | ) | (3,613 | ) | (1,651 | ) | (13,015 | ) | (10,565 | ) | (2,450 | ) | ||||||||||||
Deemed dividends on Series A Convertible Preferred Stock | (16 | ) | (16 | ) | — | (47 | ) | (113 | ) | 66 | ||||||||||||||
Net loss attributable to common stockholders | $ | (4,058 | ) | $ | (10,807 | ) | $ | 6,749 | $ | (27,078 | ) | $ | (22,728 | ) | $ | (4,350 | ) |
Our consolidated net loss was $14.2$4.1 million, or $0.14$0.03 per common share (basic and diluted), for the three months ended September 30, 2017,2021 compared to a net loss of $2.0$10.8 million, or $0.02$0.09 per common share (basic and diluted), for the three months ended September 30, 2016. This $12.12020. The $6.7 million increasedecrease in net loss was primarily a result of increaseda gain on common stock warrant liabilities and a decrease in general and administrative expenses discussed separately below.partially offset by an increase in preferred stock dividends.
Our consolidated net loss was $19.0$27.1 million, or $0.19$0.23 per common share (basic and diluted), for the nine months ended September 30, 2017,2021 compared to a net loss of $6.2$22.7 million, or $0.06$0.19 per common share (basic and diluted), for the nine months ended September 30, 2016. This $12.82020. The $4.4 million increase in net loss was primarily a result of increased generalan increase in the loss on common stock warrant liabilities and administrative expensespreferred stock dividends partially offset by a decrease in impairment losses on capital projects discussed separately below.general and administrative expenses.
General and administrative expense during the three months ended September 30, 2021 decreased $2.1 million compared to the same period in 2020 primarily due to a decrease in share-based compensation expense of $3.5 million partially offset by increases in salaries and wages, professional fees, travel expenses, and IT and communications in the aggregate of $1.4 million. The increase in salaries and wages, professional fees, travel expense, and IT and communications is primarily due to additional head count added during 2021.
General and administrative expense during the nine months ended September 30, 2021 decreased $5.7 million compared to the same period in 2020 primarily due to decreases in share-based compensation expense, professional fees, travel expenses and IT and communications expenses in the aggregate of $7.0 million partially offset by an increase in salaries and wages of $1.2 million.
Gain (loss) on common stock warrant liabilities for the three and nine months ended September 30, 2017 increased $12.12021 and 2020 is primarily due to changes in the share price of Company common stock and an increase in the number of common stock warrants outstanding with the issuance of Series C Preferred Stock.
Preferred stock dividends for the three months ended September 30, 2021 of $5.3 million consisted of dividends paid-in kind with the issuance of 2,089 additional shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), 1,993 additional shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), and $13.2 million, respectively,1,159 additional shares of Series C Preferred Stock, compared to preferred stock dividends of $3.6 million for the same periods in 2016 due primarilythree months ended September 30, 2020 that consisted of dividends paid-in kind with the issuance of 1,789 and 1,757 additional shares of Series A Preferred Stock and Series B Preferred Stock, respectively.
Preferred stock dividends for the nine months ended September 30, 2021 of $13.0 million consisted of dividends paid-in kind with the issuance of 6,045 additional shares of Series A Preferred Stock, 5,761 additional shares of Series B Preferred Stock and 1,159 additional shares of Series C Preferred Stock compared to (i) share-based compensation expensepreferred stock dividends of $10.5$10.6 million in eachfor the nine months ended September 30, 2020 that consisted of dividends paid-in kind with the issuance of 5,389 additional shares of Series A Preferred Stock and 5,135 additional shares of Series B Preferred Stock.
Deemed dividends on the Series A Preferred Stock for the three and nine months ended September 30, 2017, which was not incurred in 2016,2021 and (ii)2020 represents the additionaccretion of employees and increased professional fees of $2.9 million and $6.3 millionthe beneficial conversion feature associated with the Series A Preferred Stock issued in the three and nine months ended September 30, 2017, respectively, compared to $1.5 million and $4.0 million incurred in the three and nine months ended September 30, 2016, respectively.
Land option and lease expenses during the three and nine months ended September 30, 2017, increased $0.1 million and $0.3 million, respectively, compared to the same periods in 2016 due to lease expense associated with an approximate 1,000-acre site with the Citythird quarter of Texas City and the State of Texas (the “Shoal Point Leases”) of $0.1 million and $0.2 million in the three and nine months ended September 30, 2017, respectively, which were not incurred in 2016.2018.
Impairment loss on capital projects decreased in the three and nine months ended September 30, 2017 compared to the same periods in 2016 due to an approximate $0.5 million impairment charge recognized in May 2016, when we decided to abandon several early-stage, non-core projects to focus on development of the Project.
15
Interest income, net during the three and nine months ended September 30, 2017 increased $0.1 million and $0.2 million, respectively, compared to the same periods in 2016 due to increased yield and higher average balances maintained in our cash accounts and investments with The Vanguard Group, Inc.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of September 30, 2017.2021.
Summary of Critical Accounting Estimates
The preparation of our Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. Management evaluates its estimates and related assumptions regularly, including those relatedThere have been no significant changes to the value of properties, plant, and equipment, share-based compensation and income taxes. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. Management considers the following to be its mostour critical accounting estimates that involve significant judgment.
Impairment of Long-Lived Assets
A long-lived asset, including an intangible asset, is evaluated for potential impairment whenever events or changesfrom those disclosed in circumstances indicate that its carrying value may not be recoverable. Recoverability generally is determined by comparing the carrying value of the asset to the expected undiscounted future cash flows of the asset. If the carrying value of the asset is not recoverable, the amount of impairment loss is measured as the excess, if any, of the carrying value of the asset over its estimated fair value. We use a variety of fair value measurement techniques when market informationour Annual Report on Form 10-K for the same or similar assets does not exist. Projections of future operating results and cash flows may vary significantly from results. Management reviews its estimates of cash flows on an ongoing basis using historical experience and other factors, including the current economic and commodity price environment.
Share-based Compensation
The assumptions used in calculating the fair value of share-based payment awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and we use different assumptions, our share-based compensation expense could be materially different in the future.
For additional information regarding our share-based compensation, see Note 8 – Share-based Compensation of our Notes to Condensed Consolidated Financial Statements.
Income Taxes
Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the tax basis of assets and liabilities and their reported amounts in the Consolidated Financial Statements. Deferred tax assets and liabilities are included in the Consolidated Financial Statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the current period’s provision for income taxes. We routinely assess our deferred tax assets and reduce such assets by a valuation allowance if we deem it is more likely than not that some portion or all of the deferred tax assets will not be realized. This assessment requires significant judgment and is based upon our assessment of our ability to generate future taxable income among other factors.ended December 31, 2020.
Recent Accounting Standards
For descriptions of recently issued accounting standards, see Note 11 – Recent Accounting Pronouncements of our Notes to Condensed Consolidated Financial Statements.
16
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
The Company is exposed to market risk in the form of equity price risk related to investments in marketable securities.
Equity Price Risk
At September 30, 2017, the fair value of our investments in securities available-for-sale was $5.1 million. We determined the fair value of our investment based on the closing market price where these securities were listed on September 30, 2017. In order to test the sensitivity of the fair value of the available-for-sale securities to changes in equity prices, management modeled a 10% change in the closing market price. This 10% change in closing market price would have resulted in a $0.5 million change in the fair value of available-for-sale securities as of September 30, 2017 and December 31, 2016.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of “our disclosureour “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the fiscal quarter ended September 30, 2017, as such term is defined in Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act.2021. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of September 30, 2017,2021, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
Following
During the completion of the Merger, we have undertaken a variety of efforts to adaptmost recent fiscal quarter, there were no changes in our internal controlcontrols over financial reporting that have materially affected, or are reasonably likely to the nature and scope ofmaterially affect, our Company following the Merger, including through the hiring of additional personnel with control responsibilities and expertise and the implementation of new controls. Other than these activities, there have been no material changes in internal control over financial reporting.
None.
We are subject to uncertainties
The information presented below updates, and risks due toshould be read in conjunction with, the nature of the business activities we conduct. For a discussion of these risks, see “Item 1A. Risk Factors” ofrisk factors disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on March 10, 2017, “Risk Factors” in our Definitive Proxy Statement filed with the SEC on June 29, 2017, and “Risk Factors” in our Registration Statement on Form S-3,2020. Except as amended, filed on August 30, 2017. These risks could materially and adversely affect our business, financial condition, cash flows and result of operations. There have beenpresented below, there were no material changes to the risk factors describedpreviously disclosed in the Definitive Proxy StatementCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
Technological innovation, competition or the Form S-3 described above. Weother factors may experience additional risks and uncertainties not currently known to usnegatively impact our anticipated competitive advantage or as a result ofour processes.
17
Our success will depend on our ability to create and maintain a competitive position in the natural gas liquefaction industry. We do not have any exclusive rights to any of the LNG technologies that we will be utilizing. In addition, the LNG technology we anticipate using in the Terminal may face competition due to the technological advances of other companies or solutions, including more efficient and cost-effective processes or entirely different approaches developed by one or more of our competitors or others.
The technology we intend to use in our carbon capture and storage project at the Terminal to reduce expected carbon dioxide emissions at the Terminal may not achieve expected results.
developments occurring in the future, conditions that we currently deem to be immaterial may also materially and adversely affect our business, financial condition and results of operations.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
Issuances of Unregistered Securities
On July 7, 2021, pursuant to the terms of the Common Stock Purchase Agreement, dated as of October 24, 2019, by and between the Company and Ninteenth Investment Company LLC (“Ninteenth”), the Company issued 398,725 shares of Company common stock to Ninteenth.
During the three months ended September 30, 2021, the Company issued an aggregate of 1,485,198 shares of Company common stock to warrant holders who exercised outstanding warrants pursuant to the warrants’ cashless exercise provision. These warrants had an exercise price of $0.01 per share. The warrants were originally issued to purchasers of our Series A Preferred Stock and Series B Preferred Stock in August and September 2018.
All of the shares of Company common stock described in this Item 2 were issued in transactions exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof as transactions by an issuer not involving any public offering.
Purchases of Equity Securities by the Issuer
The following table summarizes stock repurchases for the three months ended September 30, 2021:
Period | Total Number of Shares Purchased (1) | Average Price Paid Per Share (2) | Total Number of Shares Purchased as a Part of Publicly Announced Plans | Maximum Number of Units That May Yet Be Purchased Under the Plans | ||||||||||||
July 2021 | 13,696 | $ | 4.00 | — | — | |||||||||||
August 2021 | — | — | — | — | ||||||||||||
September 2021 | 30,270 | 2.76 | — | — |
(1) | Represents shares of Company common stock surrendered to us by participants in the 2017 Plan to settle the participants’ personal tax liabilities that resulted from the lapsing of restrictions on shares awarded to the participants under the 2017 Plan. |
(2) | The price paid per share of Company common stock was based on the closing trading price of such stock on the dates on which we repurchased shares of Company common stock from the participants under the 2017 Plan. |
None.
Item 3.Defaults Upon Senior Securities
None.
Item 4.Mine Safety Disclosures
Not applicable.
None.
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Exhibit No. |
| Description |
3.1(1) | ||
| ||
| ||
3.2(2) | ||
| ||
3.3(3) | ||
| ||
3.4(4) | ||
| ||
3.5(5) | Certificate of Designations of Series C Convertible Preferred Stock, dated March 17, 2021. | |
| ||
3.7(7) | Certificate of Amendment to Certificate of Designations of Series B Convertible Preferred Stock, dated July 12, 2019. | |
| ||
3.9(9) | Certificate of Increase to Certificate of Designations of Series B Convertible Preferred Stock of NextDecade Corporation, dated July 15, 2019. | |
| ||
| ||
| ||
31.1* |
| Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2* |
| Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1** |
| Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2** |
| Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS |
| Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
|
| |
| Inline XBRL Taxonomy Extension Schema Document. | |
101.CAL* | ||
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.LAB* | ||
| Inline XBRL Taxonomy Extension Label Linkbase | |
101.PRE* | ||
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
101.DEF* | ||
| Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
(1) | Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed July 28, 2017. |
(2) | Incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K, filed July 28, 2017. |
(3) | Incorporated by reference to Exhibit 4.3 of the Registrant’s Registration Statement on Form S-3, filed December 20, 2018. |
(4) | Incorporated by reference to Exhibit 3.4 of the Registrant’s Quarterly Report on Form 10-Q, filed November 9, 2018. |
(5) | Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed March 18, 2021. |
† Indicates management contract or compensatory plan.
* Filed herewith.
** Furnished herewith.
19
(6) | Incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K, filed July 15, 2019. |
(7) | Incorporated by reference to Exhibit 3.2 of the Registrant's Current Report on Form 8-K, filed July 15, 2019. |
(8) | Incorporated by reference to Exhibit 3.7 of the Registrant's Quarterly Report on Form 10-Q, filed August 6, 2019. |
(9) | Incorporated by reference to Exhibit 3.8 of the Registrant's Quarterly Report on Form 10-Q, filed August 6, 2019. |
(10) | Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed March 4, 2021. |
* | Filed herewith. |
** | Furnished herewith. |
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 thereunto duly authorized.
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| NEXTDECADE CORPORATION | ||
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Date: November | By: | /s/ | |
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| Chairman of the Board and Chief Executive Officer | ||
| (Principal Executive Officer) |
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Date: November | By: | /s/ | |
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| Chief Financial Officer | ||
| (Principal Financial Officer) |
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