Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 22, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Entity Central Index Key | 0001612720 | ||
Entity Registrant Name | NextDecade Corp. | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 001-36842 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 46-5723951 | ||
Entity Address, Address Line One | 1000 Louisiana Street, Suite 3900 | ||
Entity Address, City or Town | Houston | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77002 | ||
City Area Code | 713 | ||
Local Phone Number | 574-1880 | ||
Title of 12(b) Security | Common stock $0.0001 par value | ||
Trading Symbol | NEXT | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 109,000,000 | ||
Entity Common Stock, Shares Outstanding | 123,355,700 | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Location | Houston, Texas | ||
Auditor Firm ID | 248 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 25,552 | $ 22,608 |
Prepaid expenses and other current assets | 835 | 670 |
Total current assets | 26,387 | 23,278 |
Property, plant and equipment, net | 173,816 | 161,662 |
Operating lease right-of-use assets, net | 590 | 429 |
Other non current assets | 21,312 | 16,299 |
Total assets | 222,105 | 201,668 |
Current liabilities | ||
Accounts payable | 281 | 207 |
Share-based compensation liability | 182 | 182 |
Accrued liabilities and other current liabilities | 5,791 | 1,032 |
Current Common Stock Warrant liabilities | 1,376 | 3,290 |
Current operating lease liabilities | 596 | 432 |
Total current liabilities | 8,226 | 5,143 |
Non-current Common Stock Warrant liabilities | 2,587 | 874 |
Other non-current liabilities | 23,000 | 22,916 |
Total liabilities | 33,813 | 28,933 |
Commitments and contingencies (Note 14) | ||
Stockholders’ equity | ||
Common stock, $0.0001 par value Authorized: 480.0 million shares at December 31, 2021 and 2020, Issued and outstanding: 120.8 million shares and 117.8 million shares at December 31, 2021 and 2020, respectively | 12 | 12 |
Treasury stock: 346,126 shares and 249,742 shares at December 31, 2021 and 2020, respectively, at cost | (1,315) | (1,031) |
Preferred stock, $0.0001 par value Authorized: 0.5 million, after designation of the Convertible Preferred Stock, Issued and outstanding: none at December 31, 2021 and 2020 | 0 | 0 |
Additional paid-in-capital | 191,264 | 209,481 |
Accumulated deficit | (170,069) | (148,030) |
Total stockholders’ equity | 19,892 | 60,432 |
Total liabilities, Convertible Preferred Stock and stockholders’ equity | 222,105 | 201,668 |
Series A Convertible Preferred Stock [Member] | ||
Current liabilities | ||
Convertible Preferred Stock | 63,791 | 55,522 |
Series B Convertible Preferred Stock [Member] | ||
Current liabilities | ||
Convertible Preferred Stock | 64,602 | 56,781 |
Series C Convertible Preferred Stock [Member] | ||
Current liabilities | ||
Convertible Preferred Stock | $ 40,007 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 480,000,000 | 480,000,000 |
Common stock, shares issued (in shares) | 120,800,000 | 117,800,000 |
Common stock, shares outstanding (in shares) | 120,800,000 | 117,800,000 |
Treasury stock, shares (in shares) | 346,126,000,000 | 249,742,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series A Convertible Preferred Stock [Member] | ||
Temporary equity, liquidation preference (in dollars per share) | $ 1,000 | $ 1,000 |
Temporary equity, shares issued (in shares) | 73,713,000 | 65,507,000 |
Temporary equity, shares outstanding (in shares) | 73,713,000 | 65,507,000 |
Series B Convertible Preferred Stock [Member] | ||
Temporary equity, liquidation preference (in dollars per share) | $ 1,000 | $ 1,000 |
Temporary equity, shares issued (in shares) | 70,433,000 | 62,612,000 |
Temporary equity, shares outstanding (in shares) | 70,433,000 | 62,612,000 |
Series C Convertible Preferred Stock [Member] | ||
Temporary equity, liquidation preference (in dollars per share) | $ 1,000 | $ 1,000 |
Temporary equity, shares issued (in shares) | 42,490,000 | 0 |
Temporary equity, shares outstanding (in shares) | 42,490,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | $ 0 | $ 0 |
Operating Expenses | ||
General and administrative expenses | 16,803 | 20,213 |
Development expense | 1,615 | 0 |
Land option and lease expenses | 905 | 1,603 |
Depreciation expense | 184 | 196 |
Total operating expenses | 19,507 | 22,012 |
Total operating loss | (19,507) | (22,012) |
Other income (expense) | ||
(Loss) gain on Common Stock Warrant liabilities | (2,533) | 7,870 |
Loss on redemption of investment securities | 0 | (412) |
Interest income, net | 2 | 243 |
Other | (1) | (18) |
Total other (expense) income | (2,532) | 7,683 |
Net loss attributable to NextDecade Corporation | (22,039) | (14,329) |
Preferred stock dividends | (18,294) | (14,327) |
Deemed dividends on Series A Convertible Preferred Stock | (63) | (128) |
Net loss attributable to common stockholders | $ (40,396) | $ (28,784) |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.34) | $ (0.24) |
Weighted average shares outstanding - basic and diluted (in shares) | 119,201 | 117,524 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity and Convertible Preferred Stock - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Series A Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Total |
Balance (in shares) at Dec. 31, 2019 | 117,329 | 137 | ||||||
Balance at Dec. 31, 2019 | $ 12 | $ (685) | $ 224,091 | $ (133,701) | $ 48,084 | $ 49,814 | $ 0 | $ 89,717 |
Share-based compensation | (155) | (155) | ||||||
Restricted stock vesting (in shares) | 612 | |||||||
Shares repurchased related to share-based compensation (in shares) | (112) | 112 | ||||||
Shares repurchased related to share-based compensation | $ (346) | (346) | ||||||
Preferred stock dividends | (14,327) | (7,310) | (6,967) | 0 | (14,327) | |||
Preferred stock dividends | 14,327 | 7,310 | 6,967 | 0 | 14,327 | |||
Deemed dividends - accretion of beneficial conversion feature | (128) | 128 | (128) | |||||
Net Loss | $ 0 | $ 0 | 0 | (14,329) | 0 | 0 | 0 | (14,329) |
Balance (in shares) at Dec. 31, 2020 | 117,829 | 249 | ||||||
Balance at Dec. 31, 2020 | $ 12 | $ (1,031) | 209,481 | (148,030) | 55,522 | 56,781 | 0 | 60,432 |
Share-based compensation | $ 0 | $ 0 | (4,541) | 0 | 0 | 0 | 0 | (4,541) |
Restricted stock vesting (in shares) | 660 | 0 | ||||||
Shares repurchased related to share-based compensation (in shares) | (97) | 97 | ||||||
Shares repurchased related to share-based compensation | $ 0 | $ (284) | 0 | 0 | 0 | 0 | 0 | (284) |
Preferred stock dividends | 0 | 0 | (18,294) | 0 | (8,206) | (7,821) | (2,200) | (18,294) |
Preferred stock dividends | 0 | 0 | 18,294 | 0 | 8,206 | 7,821 | 2,200 | 18,294 |
Deemed dividends - accretion of beneficial conversion feature | 0 | 0 | (63) | 0 | 63 | 0 | 0 | (63) |
Net Loss | 0 | 0 | 0 | (22,039) | 0 | 0 | 0 | (22,039) |
Restricted stock vesting | $ 0 | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Issuance of common stock, net (in shares) | 163 | |||||||
Issuance of common stock, net | 316 | 37,807 | $ 316 | |||||
Stock dividend (in shares) | 798 | 0 | ||||||
Exercise of common stock warrants (in shares) | 1,485 | 1,500 | ||||||
Exercise of common stock warrants | 4,365 | $ 4,365 | ||||||
Balance (in shares) at Dec. 31, 2021 | 120,838 | 346 | ||||||
Balance at Dec. 31, 2021 | $ 12 | $ (1,315) | $ 191,264 | $ (170,069) | $ 63,791 | $ 64,602 | $ 40,007 | $ 19,892 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | ||
Net loss attributable to NextDecade Corporation | $ (22,039) | $ (14,329) |
Adjustment to reconcile net loss to net cash used in operating activities | ||
Depreciation | 184 | 196 |
Share-based compensation expense (forfeiture) | (4,313) | (341) |
Loss (gain) on Common Stock Warrant liabilities | 2,533 | (7,870) |
Realized loss on investment securities | 0 | 423 |
Amortization of right-of-use assets | 551 | 1,230 |
Amortization of other non-current assets | 1,416 | 1,360 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (186) | 191 |
Accounts payable | (26) | (370) |
Operating lease liabilities | (548) | (874) |
Accrued expenses and other liabilities | 4,468 | (5,869) |
Net cash used in operating activities | (17,960) | (26,253) |
Investing activities: | ||
Acquisition of property, plant and equipment | (12,105) | (32,352) |
Acquisition of other non-current assets | (6,429) | (10,911) |
Proceeds from sale of investment securities | 0 | 61,972 |
Purchase of investment securities | 0 | (188) |
Net cash (used in) provided by investing activities | (18,534) | 18,521 |
Financing activities: | ||
Proceeds from sale of Rio Bravo Pipeline Company, LLC | 0 | 15,000 |
Proceeds from sale of Series C Convertible Preferred Stock | 39,500 | 0 |
Proceeds from sale of common stock | 557 | 0 |
Equity issuance costs | (268) | 0 |
Preferred stock dividends | (67) | (50) |
Shares repurchased related to share-based compensation | (284) | (346) |
Net cash provided by financing activities | 39,438 | 14,604 |
Net increase in cash and cash equivalents | 2,944 | 6,872 |
Cash and cash equivalents – beginning of period | 22,608 | 15,736 |
Cash and cash equivalents – end of period | 25,552 | 22,608 |
Non-cash investing activities: | ||
Accounts payable for acquisition of property, plant and equipment | 117 | 16 |
Accrued liabilities for acquisition of property, plant and equipment | 926 | 650 |
Pipeline assets obtained in exchange for other non-current liabilities | 84 | 7,916 |
Non-cash financing activities: | ||
Paid-in-kind dividends on Convertible Preferred Stock | 18,227 | 14,277 |
Accretion of deemed dividends on Series A Convertible Preferred Stock | 63 | 128 |
Accrued liabilities for equity issuance costs | $ 35 | $ 0 |
Note 1 - Background and Basis o
Note 1 - Background and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Business Description and Basis of Presentation [Text Block] | 1 NextDecade Corporation engages in development activities related to the liquefaction and sale of liquefied natural gas (“LNG”) and the capture and storage of CO 2 third Our Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. The Company has incurred operating losses since its inception and management expects operating losses and negative cash flows to continue for the foreseeable future and, as a result, the Company will require additional capital to fund its operations and execute its business plan. As of December 31, 2021, not one not twelve The Company plans to alleviate the going concern issue by obtaining sufficient funding through additional equity, equity-based or debt instruments or any other means and managing certain operating and overhead costs. The Company may not may not not no These consolidated financial statements have been prepared on a going concern basis and do not may no |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | Note 2 Summary of Significant Accounting Policies Use of Estimates The preparation of Consolidated Financial Statements in conformity with 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 related to the value of property, plant and equipment, income taxes including valuation allowances for net deferred tax assets, share-based compensation and fair value measurements. Changes in facts and circumstances or additional information may may Concentrations of Credit Risk Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents. We maintain cash and cash equivalent balances with a single financial institution, which may not Cash Equivalents We consider all highly liquid investments with an original maturity of three Property, Plant and Equipment Generally, we begin to capitalize the costs of our development projects once construction of the individual project is probable. This assessment includes the following criteria: • funding for design and permitting has been identified and is expected in the near-term; • key vendors for development activities have been identified, and we expect to engage them at commercially reasonable terms; • we have committed to commencing development activities; • regulatory approval is probable; • construction financing is expected to be available at the time of a final investment decision (“FID”); • prospective customers have been identified and the FID is probable; and • receipt of customary local tax incentives, as needed for project viability, is probable. Prior to meeting the criteria above, costs associated with a project are expensed as incurred. Expenditures for normal repairs and maintenance are expensed as incurred. When assets are retired or disposed, the cost and accumulated depreciation are eliminated from the accounts and any gain or loss is reflected in our Consolidated Statements of Operations. Property, plant and equipment is carried at historical cost and depreciated using the straight-line method over their estimated useful lives. Leasehold improvements are depreciated over the lesser of the economic life of the leasehold improvement or the term of the lease, without regard to extension or renewal rights. Management tests property, plant and equipment for impairment whenever events or changes in circumstances have indicated that the carrying amount of property, plant and equipment might not not Leases The Company determines if a contractual arrangement represents or contains a lease at inception. Operating leases with lease terms greater than twelve Operating lease right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term. The Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. The right-of-use assets and lease liabilities may Warrants The Company determines the accounting classification of warrants that are issued, as either liability or equity, by first 480 Distinguishing Liabilities from Equity 480” 815 40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock 815 40” 480, may If warrants do not 480, 815 40, may not 815 40, 815 40 no Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Hierarchy Levels 1, 2 3 1 2 1 3 not Note 9 Preferred Stock and Common Stock Warrants Treasury Stock Treasury stock is recorded at cost. Issuance of treasury stock is accounted for on a weighted average cost basis. Differences between the cost of treasury stock and the re-issuance proceeds are charged to additional paid-in capital. Net Loss Per Share Net loss per share (“EPS”) is computed in accordance with GAAP. Basic EPS excludes dilution and is computed by dividing net income (loss) by the 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 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 and the dilutive effect of convertible securities is calculated using the if-converted method. Basic and diluted EPS for all periods presented are the same since the effect of our potentially dilutive securities are anti-dilutive to our net loss per share, as disclosed in Note 11 Net Loss Per Share Attributable to Common Stockholders . Share-based Compensation We recognize share-based compensation at fair value on the date 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, compensation cost is recognized based on the grant-date fair value using the quoted market price of our common stock and not 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 net deferred tax assets when it is more likely than not not not Segments The Company's chief operating decision maker allocates resources and assesses financial performance on a consolidated basis. As such, for purposes of financial reporting under GAAP during the years ended December 31, 2021 2020, Smaller Reporting Company Under Rule 12b 2 1934, second $250 may not |
Note 3 - Prepaid Expenses and O
Note 3 - Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Prepaid Expense and Other Current Assets [Text Block] | Note 3 Prepaid expenses and other current assets consisted of the following (in thousands): December 31, December 31, 2021 2020 Prepaid subscriptions $ 85 $ 29 Prepaid insurance 272 314 Prepaid marketing and sponsorships 60 60 Other 418 267 Total prepaid expenses and other current assets $ 835 $ 670 |
Note 4 - Sale of Equity Interes
Note 4 - Sale of Equity Interests in Rio Bravo | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | 4 On March 2, 2020, February 13, 2020, five 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 December 31, 2023, twenty 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 December 31, 2023, If Rio Grande or its affiliate fail to issue a full notice to proceed to the EPC Contractor on or prior to December 31, 2023, not not December 31, 2021. |
Note 5 - Property, Plant and Eq
Note 5 - Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | Note 5 Property, plant and equipment consisted of the following (in thousands): December 31, December 31, 2021 2020 Fixed Assets Computers $ 633 $ 487 Furniture, fixtures, and equipment 464 464 Leasehold improvements 101 101 Total fixed assets 1,198 1,052 Less: accumulated depreciation (844 ) (660 ) Total fixed assets, net 354 392 Terminal and Pipeline Assets (not placed in service) Terminal 152,445 140,253 Pipeline 21,017 21,017 Total Terminal and Pipeline assets 173,462 161,270 Total property, plant and equipment, net $ 173,816 $ 161,662 Depreciation expense for the years ended December 31, 2021 2020 |
Note 6 - Leases
Note 6 - Leases | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | 6 We currently lease approximately 25,600 square feet of office space for general and administrative purposes in Houston, Texas under a lease agreement that expires on December 31, 2022. On March 6, 2019, The initial term of the Rio Grande Site Lease is for 30 years (the “Primary Term”), which will commence on the date specified in a written notice by Rio Grande to BND (the “Effective Date Notice”), if given, confirming that Rio Grande or a Rio Grande affiliate has made a positive FID for the first no November 6, 2019 ( one two ten not On April 30, 2020, May 6, 2021 ( May 6, 2022 no April 28, 2021, May 6, 2022. Operating lease right-of-use assets are as follows (in thousands): December 31, December 31, 2021 2020 Office leases $ 590 $ 429 Land leases — — Total operating lease right-of-use assets, net $ 590 $ 429 Operating lease liabilities are as follows (in thousands): December 31, December 31, 2021 2020 Office leases $ 596 $ 432 Land leases — — Total current lease liabilities 596 432 Non-current office leases — — Non-current land leases — — Total lease liabilities $ 596 $ 432 Operating lease expense is as follows (in thousands): December 31, December 31, 2021 2020 Office leases $ 627 $ 829 Land leases — 446 Total operating lease expense 627 1,275 Short-term lease expense 278 319 Land option expense — 9 Total land option and lease expense $ 905 $ 1,603 Maturity of operating lease liabilities as of December 31, 2021 2022 $ 633 2023 — 2024 — 2025 — 2026 — Thereafter — Total undiscounted lease payments 633 Discount to present value (37 ) Present value of lease liabilities $ 596 Other information related to our operating leases as of December 31, 2021 December 31, December 31, 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities: Cash flows from operating activities $ 624 $ 1,004 Noncash right-of-use assets recorded for operating lease liabilities: In exchange for new operating lease liabilities during the period 712 605 |
Note 7 - Other Non-current Asse
Note 7 - Other Non-current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Other Assets Disclosure [Text Block] | Note 7 Other non-current assets consisted of the following (in thousands): December 31, December 31, 2021 2020 Permitting costs (1) $ 7,609 $ 7,385 Enterprise resource planning system, net 389 1,805 Rio Grande Site Lease initial direct costs 13,314 7,109 Total other non-current assets, net $ 21,312 $ 16,299 ( 1 Permitting costs primarily represent costs incurred in connection with our permit applications to the United States Army Corps of Engineers and the U.S. Fish and Wildlife Service for wetlands and habitat mitigation measures for potential impacts to wetlands and habitat that may |
Note 8 - Accrued Liabilities an
Note 8 - Accrued Liabilities and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | Note 8 Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, December 31, 2021 2020 Employee compensation expense $ 4,358 $ 14 Terminal asset costs 926 650 Accrued legal services 70 5 Other accrued liabilities 437 363 Total accrued liabilities and other current liabilities $ 5,791 $ 1,032 |
Note 9 - Preferred Stock and Co
Note 9 - Preferred Stock and Common Stock Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
PreferredStockAndWarrants [Text Block] | 9 Preferred Stock As of December 31, 2019, In March 2021, In April 2021, In July 2021, Warrants, exercisable for Company common stock, were issued together with the shares of Series C Preferred Stock (“Series C Warrants”). Net proceeds from the sales of Series C Preferred Stock during 2021 2021 Year Ended December 31, 2021 Series C Series C Preferred Warrants Stock Gross proceeds $ 39,500 Equity issuance costs (62 ) Net proceeds - Initial Fair Value Allocation $ 39,438 $ 1,631 $ 37,807 Per balance sheet upon issuance $ 1,631 $ 37,807 As of December 31, 2021 , The Company has the option to convert all, but not ten tenth 10th The shares of Convertible Preferred Stock bear dividends at a rate of 12% per annum, which are cumulative and accrue daily from the date of issuance on the $1,000 stated value. Such dividends are payable quarterly and may December 31, 2021 2020 January 13, 2022, December 15, 2021. January 18, 2022, The holders of Convertible Preferred Stock vote on an “as-converted” basis with the holders of the Company common stock on all matters brought before the holders of Company common stock. In addition, the holders of Convertible Preferred Stock have separate class voting rights with respect to certain matters affecting their rights. Shares of the Convertible Preferred Stock do not 480 not X, 5 02 27 not Common Stock Warrants Warrants, exercisable for Company common stock, were issued together with the shares of Convertible Preferred Stock (collectively, “Common Stock Warrants”). As of December 31, 2021 2020, 86 142 The Common Stock Warrants have a fixed three may three 175% 815 40 , December 31, 2021 2020 3 The assumptions used in the Monte Carlo simulation to estimate the fair value of the Common Stock Warrants as of December 31, 2021 2020 December 31, December 31, 2021 2020 Stock price $ 2.85 $ 2.09 Exercise price $ 0.01 $ 0.01 Risk-free rate 0.1 % 0.1 % Volatility 62.6 % 58.6 % Term (years) 1.6 0.8 |
Note 10 - Shareholders' Equity
Note 10 - Shareholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | Note 10 Stockholders' Equity Common Stock Purchase Agreement On October 24, 2019, December 31, 2021 , At-the-Market Program In August 2021, may December 31, 2021 , Common Stock Warrants During the year ended December 31, 2021 , |
Note 11 - Net Loss Per Share At
Note 11 - Net Loss Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 11 The following table (in thousands, except for loss per share) reconciles basic and diluted weighted average common shares outstanding for the years ended December 31, 2021 2020 Year Ended December 31, 2021 2020 Weighted average common shares outstanding: Basic 119,201 117,524 Dilutive unvested stock, convertible preferred stock, Common Stock Warrants and IPO Warrants — — Diluted 119,201 117,524 Basic and diluted net loss per share attributable to common stockholders $ (0.34 ) $ (0.24 ) Potentially dilutive securities that were not Year Ended December 31, 2021 2020 Unvested stock (1) 1,662 916 Convertible preferred stock 30,754 16,635 Common Stock Warrants 2,207 1,976 IPO Warrants (2) 12,082 12,082 Total potentially dilutive common shares 46,705 31,609 ( 1 Does not December 31, 2021 2020 not December 31, 2021 2020 ( 2 The IPO Warrants were issued in connection with our initial public offering and are exercisable at a price of $11.50 per share and expire July 24, 2022. may |
Note 12 - Share-based Compensat
Note 12 - Share-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Share-based Payment Arrangement [Text Block] | 12 We have granted shares of Company common stock, restricted Company common stock and restricted stock units to employees, consultants and non-employee directors under our 2017 Total share-based compensation consisted of the following (in thousands): Year Ended December 31, 2021 2020 Share-based compensation: Equity awards $ (4,541 ) $ (155 ) Liability awards — — Total share-based compensation (4,541 ) (155 ) Capitalized share-based compensation 228 (186 ) Total share-based compensation expense $ (4,313 ) $ (341 ) Certain employee arrangements provided for cash bonuses upon a positive FID in the Terminal (the “FID Bonus”). In January 2018, December 31, 2021 2020 The total unrecognized compensation costs at December 31, 2021 Restricted stock awards are awards of Company common stock that are subject to restrictions on transfer and to a risk of forfeiture if the recipient’s employment with the Company is terminated prior to the lapse of the restrictions. Restricted stock awards vest based on service conditions and/or performance conditions. The amortization of the value of restricted stock grants is accounted for as a charge to compensation expense, or capitalized, depending on the nature of the services provided by the employee, with a corresponding increase to additional-paid-in-capital over the requisite service period. Grants of restricted stock to employees, non-employees and non-employee directors that vest based on service and/or performance conditions are measured at the closing quoted market price of our common stock on the grant date. The table below provides a summary of our restricted stock awards outstanding as of December 31, 2021 December 31, 2021 Shares Weighted Average Grant Date Fair Value Per Share Non-vested at January 1, 2021 3,511 $ 8.05 Granted 1,312 2.80 Vested (660 ) 5.50 Forfeited (1,125 ) 9.21 Non-vested at December 31, 2021 3,038 $ 5.88 The table below provides a summary of our restricted stock units outstanding as of December 31, 2021 December 31, 2021 Shares Weighted Average Grant Date Fair Value Per Share Non-vested at January 1, 2021 — — Granted 7,154 3.31 Vested — — Forfeited (50 ) 3.31 Non-vested at December 31, 2021 7,104 $ 3.31 |
Note 13 - Income Taxes
Note 13 - Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 13 The reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows: Year Ended December 31, 2021 2020 U.S. federal statutory rate, beginning of year 21 % 21 % Officers' compensation — 2 Other (4 ) (3 ) Valuation allowance (17 ) (20 ) Effective tax rate as reported — % — % Significant components of our deferred tax assets and liabilities at December 31, 2021 2020 Year Ended December 31, 2021 2020 Deferred tax assets Net operating loss carryforwards and credits $ 25,742 $ 20,698 Employee compensation 570 — Share-based compensation expense 2,053 3,813 Property, plant and equipment 753 725 Common stock warrant liabilities 83 — Operating lease liabilities 125 91 Other 55 54 Less: valuation allowance (26,461 ) (22,669 ) Total deferred tax assets 2,920 2,712 Deferred tax liabilities Common stock warrant liabilities — (1,129 ) Operating lease Right-of-use assets (2,920 ) (1,583 ) Total deferred tax liabilities (2,920 ) (2,712 ) Net deferred tax assets (liabilities) $ — $ — The federal deferred tax assets presented above do not At December 31, 2021 2034 2038. Due to our history of NOLs, current year NOLs and significant risk factors related to our ability to generate taxable income, we have established a valuation allowance to offset our deferred tax assets as of December 31, 2021 2020 not December 31, 2021 2020 The Tax Reform Act of 1986 382 382” may not 382 may not We remain subject to periodic audits and reviews by taxing authorities; however, we did not December 31, 2021. 2016 In response to the global pandemic related to COVID- 19, March 27, 2020 2021 December 27, 2020. 163 December 31, 2021, no 19 |
Note 14 - Commitments and Conti
Note 14 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 14 Obligation under LNG Sale and Purchase Agreement In March 2019, 20 two million first three In the first 2020, first Other Commitments On March 6, 2019, April 30, 2020, May 6, 2021 ( May 6, 2022 no April 28, 2021, 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. In the fourth 2021, 2022. Legal Proceedings From time to time the Company may As of December 31, 2021 not not |
Note 15 - Recent Accounting Pro
Note 15 - Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Accounting Standards Update and Change in Accounting Principle [Text Block] | 15 The following table provides a brief description of recent accounting standards that have not Standard Description Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2020 06, Accounting for Convertible Instruments and Contracts in Entity's Own Equity (Subtopic 815 40 This standard requires entities to provide expanded disclosures about the terms and features of convertible instruments. For convertible instruments, the instruments primarily affected are those issued with beneficial conversion features or cash conversion features because the accounting models for those specific features are removed. January 1, 2022 We adopted this standard using the modified retrospective approach, which did not |
Note 16 - Subsequent Events
Note 16 - Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | Note 16 Series C Preferred Stock On March 3, 2022, February 28, 2022, 7.1 On March 14, 2022, March 10, 2022, 7.81 We have evaluated subsequent events through March 28, 2022, |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of Consolidated Financial Statements in conformity with 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 related to the value of property, plant and equipment, income taxes including valuation allowances for net deferred tax assets, share-based compensation and fair value measurements. Changes in facts and circumstances or additional information may may |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents. We maintain cash and cash equivalent balances with a single financial institution, which may not |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash Equivalents We consider all highly liquid investments with an original maturity of three |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant and Equipment Generally, we begin to capitalize the costs of our development projects once construction of the individual project is probable. This assessment includes the following criteria: • funding for design and permitting has been identified and is expected in the near-term; • key vendors for development activities have been identified, and we expect to engage them at commercially reasonable terms; • we have committed to commencing development activities; • regulatory approval is probable; • construction financing is expected to be available at the time of a final investment decision (“FID”); • prospective customers have been identified and the FID is probable; and • receipt of customary local tax incentives, as needed for project viability, is probable. Prior to meeting the criteria above, costs associated with a project are expensed as incurred. Expenditures for normal repairs and maintenance are expensed as incurred. When assets are retired or disposed, the cost and accumulated depreciation are eliminated from the accounts and any gain or loss is reflected in our Consolidated Statements of Operations. Property, plant and equipment is carried at historical cost and depreciated using the straight-line method over their estimated useful lives. Leasehold improvements are depreciated over the lesser of the economic life of the leasehold improvement or the term of the lease, without regard to extension or renewal rights. Management tests property, plant and equipment for impairment whenever events or changes in circumstances have indicated that the carrying amount of property, plant and equipment might not not |
Lessee, Leases [Policy Text Block] | Leases The Company determines if a contractual arrangement represents or contains a lease at inception. Operating leases with lease terms greater than twelve Operating lease right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term. The Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. The right-of-use assets and lease liabilities may |
Warrants [Policy Text Block] | Warrants The Company determines the accounting classification of warrants that are issued, as either liability or equity, by first 480 Distinguishing Liabilities from Equity 480” 815 40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock 815 40” 480, may If warrants do not 480, 815 40, may not 815 40, 815 40 no |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Hierarchy Levels 1, 2 3 1 2 1 3 not Note 9 Preferred Stock and Common Stock Warrants |
Treasury Stock [Policy Text Block] | Treasury Stock Treasury stock is recorded at cost. Issuance of treasury stock is accounted for on a weighted average cost basis. Differences between the cost of treasury stock and the re-issuance proceeds are charged to additional paid-in capital. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss Per Share Net loss per share (“EPS”) is computed in accordance with GAAP. Basic EPS excludes dilution and is computed by dividing net income (loss) by the 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 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 and the dilutive effect of convertible securities is calculated using the if-converted method. Basic and diluted EPS for all periods presented are the same since the effect of our potentially dilutive securities are anti-dilutive to our net loss per share, as disclosed in Note 11 Net Loss Per Share Attributable to Common Stockholders . |
Share-based Payment Arrangement [Policy Text Block] | Share-based Compensation We recognize share-based compensation at fair value on the date 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, compensation cost is recognized based on the grant-date fair value using the quoted market price of our common stock and not |
Income Tax, Policy [Policy Text Block] | 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 net deferred tax assets when it is more likely than not not not |
Segment Reporting, Policy [Policy Text Block] | Segments The Company's chief operating decision maker allocates resources and assesses financial performance on a consolidated basis. As such, for purposes of financial reporting under GAAP during the years ended December 31, 2021 2020, |
Smaller Reporting Company [Policy Text Block] | Smaller Reporting Company Under Rule 12b 2 1934, second $250 may not |
Note 3 - Prepaid Expenses and_2
Note 3 - Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Prepaid Expense and Other Current Assets [Table Text Block] | December 31, December 31, 2021 2020 Prepaid subscriptions $ 85 $ 29 Prepaid insurance 272 314 Prepaid marketing and sponsorships 60 60 Other 418 267 Total prepaid expenses and other current assets $ 835 $ 670 |
Note 5 - Property, Plant and _2
Note 5 - Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | December 31, December 31, 2021 2020 Fixed Assets Computers $ 633 $ 487 Furniture, fixtures, and equipment 464 464 Leasehold improvements 101 101 Total fixed assets 1,198 1,052 Less: accumulated depreciation (844 ) (660 ) Total fixed assets, net 354 392 Terminal and Pipeline Assets (not placed in service) Terminal 152,445 140,253 Pipeline 21,017 21,017 Total Terminal and Pipeline assets 173,462 161,270 Total property, plant and equipment, net $ 173,816 $ 161,662 |
Note 6 - Leases (Tables)
Note 6 - Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Lessee, Operating Lease Right-of-use Assets and Liabilities [Table Text Block] | December 31, December 31, 2021 2020 Office leases $ 590 $ 429 Land leases — — Total operating lease right-of-use assets, net $ 590 $ 429 December 31, December 31, 2021 2020 Office leases $ 596 $ 432 Land leases — — Total current lease liabilities 596 432 Non-current office leases — — Non-current land leases — — Total lease liabilities $ 596 $ 432 |
Lease, Cost [Table Text Block] | December 31, December 31, 2021 2020 Office leases $ 627 $ 829 Land leases — 446 Total operating lease expense 627 1,275 Short-term lease expense 278 319 Land option expense — 9 Total land option and lease expense $ 905 $ 1,603 December 31, December 31, 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities: Cash flows from operating activities $ 624 $ 1,004 Noncash right-of-use assets recorded for operating lease liabilities: In exchange for new operating lease liabilities during the period 712 605 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | 2022 $ 633 2023 — 2024 — 2025 — 2026 — Thereafter — Total undiscounted lease payments 633 Discount to present value (37 ) Present value of lease liabilities $ 596 |
Note 7 - Other Non-current As_2
Note 7 - Other Non-current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Other Assets, Noncurrent [Table Text Block] | Other non-current assets consisted of the following (in thousands): December 31, December 31, 2021 2020 Permitting costs (1) $ 7,609 $ 7,385 Enterprise resource planning system, net 389 1,805 Rio Grande Site Lease initial direct costs 13,314 7,109 Total other non-current assets, net $ 21,312 $ 16,299 |
Note 8 - Accrued Liabilities _2
Note 8 - Accrued Liabilities and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Accrued Expenses and Other Current Liabilities [Table Text Block] | December 31, December 31, 2021 2020 Employee compensation expense $ 4,358 $ 14 Terminal asset costs 926 650 Accrued legal services 70 5 Other accrued liabilities 437 363 Total accrued liabilities and other current liabilities $ 5,791 $ 1,032 |
Note 9 - Preferred Stock and _2
Note 9 - Preferred Stock and Common Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Allocation of Net Cash Proceeds [Table Text Block] | Year Ended December 31, 2021 Series C Series C Preferred Warrants Stock Gross proceeds $ 39,500 Equity issuance costs (62 ) Net proceeds - Initial Fair Value Allocation $ 39,438 $ 1,631 $ 37,807 Per balance sheet upon issuance $ 1,631 $ 37,807 |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | December 31, December 31, 2021 2020 Stock price $ 2.85 $ 2.09 Exercise price $ 0.01 $ 0.01 Risk-free rate 0.1 % 0.1 % Volatility 62.6 % 58.6 % Term (years) 1.6 0.8 |
Note 11 - Net Loss Per Share _2
Note 11 - Net Loss Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Year Ended December 31, 2021 2020 Weighted average common shares outstanding: Basic 119,201 117,524 Dilutive unvested stock, convertible preferred stock, Common Stock Warrants and IPO Warrants — — Diluted 119,201 117,524 Basic and diluted net loss per share attributable to common stockholders $ (0.34 ) $ (0.24 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Year Ended December 31, 2021 2020 Unvested stock (1) 1,662 916 Convertible preferred stock 30,754 16,635 Common Stock Warrants 2,207 1,976 IPO Warrants (2) 12,082 12,082 Total potentially dilutive common shares 46,705 31,609 |
Note 12 - Share-based Compens_2
Note 12 - Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | Year Ended December 31, 2021 2020 Share-based compensation: Equity awards $ (4,541 ) $ (155 ) Liability awards — — Total share-based compensation (4,541 ) (155 ) Capitalized share-based compensation 228 (186 ) Total share-based compensation expense $ (4,313 ) $ (341 ) |
Nonvested Restricted Stock Shares Activity [Table Text Block] | Shares Weighted Average Grant Date Fair Value Per Share Non-vested at January 1, 2021 3,511 $ 8.05 Granted 1,312 2.80 Vested (660 ) 5.50 Forfeited (1,125 ) 9.21 Non-vested at December 31, 2021 3,038 $ 5.88 |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | Shares Weighted Average Grant Date Fair Value Per Share Non-vested at January 1, 2021 — — Granted 7,154 3.31 Vested — — Forfeited (50 ) 3.31 Non-vested at December 31, 2021 7,104 $ 3.31 |
Note 13 - Income Taxes (Tables)
Note 13 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year Ended December 31, 2021 2020 U.S. federal statutory rate, beginning of year 21 % 21 % Officers' compensation — 2 Other (4 ) (3 ) Valuation allowance (17 ) (20 ) Effective tax rate as reported — % — % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Year Ended December 31, 2021 2020 Deferred tax assets Net operating loss carryforwards and credits $ 25,742 $ 20,698 Employee compensation 570 — Share-based compensation expense 2,053 3,813 Property, plant and equipment 753 725 Common stock warrant liabilities 83 — Operating lease liabilities 125 91 Other 55 54 Less: valuation allowance (26,461 ) (22,669 ) Total deferred tax assets 2,920 2,712 Deferred tax liabilities Common stock warrant liabilities — (1,129 ) Operating lease Right-of-use assets (2,920 ) (1,583 ) Total deferred tax liabilities (2,920 ) (2,712 ) Net deferred tax assets (liabilities) $ — $ — |
Note 1 - Background and Basis_2
Note 1 - Background and Basis of Presentation (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Ending Balance | $ 25,552 | $ 22,608 | $ 15,736 |
Note 3 - Prepaid Expenses and_3
Note 3 - Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid subscriptions | $ 85 | $ 29 |
Prepaid insurance | 272 | 314 |
Prepaid marketing and sponsorships | 60 | 60 |
Other | 418 | 267 |
Total prepaid expenses and other current assets | $ 835 | $ 670 |
Note 4 - Sale of Equity Inter_2
Note 4 - Sale of Equity Interests in Rio Bravo (Details Textual) - Rio Bravo [Member] - USD ($) $ in Millions | Mar. 02, 2020 | Feb. 13, 2020 | Dec. 31, 2021 |
Equity Method Investment, Ownership Percentage | 100.00% | ||
Disposal Group, Including Discontinued Operation, Consideration | $ 19.4 | ||
Proceeds from Divestiture of Businesses | $ 15 | ||
Equity Method Investments, Rights to The Natural Gas Firm Transportation Capacity Term (Year) | 20 years | ||
Sale of Business, Failure to Issue Notice, Maximum Right Price to Sell Back Equity Interests | $ 23 |
Note 5 - Property, Plant and _3
Note 5 - Property, Plant and Equipment (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Depreciation, Total | $ 184 | $ 196 |
Note 5 - Property, Plant and _4
Note 5 - Property, Plant and Equipment - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, plant and equipment, net | $ 173,816 | $ 161,662 |
Computer Equipment [Member] | ||
Property, plant and equipment, gross | 633 | 487 |
Furniture and Fixtures [Member] | ||
Property, plant and equipment, gross | 464 | 464 |
Leasehold Improvements [Member] | ||
Property, plant and equipment, gross | 101 | 101 |
Excluding Construction in Progress [Member] | ||
Property, plant and equipment, gross | 1,198 | 1,052 |
Less: accumulated depreciation | (844) | (660) |
Property, plant and equipment, net | 354 | 392 |
Construction in Progress [Member] | ||
Property, plant and equipment, gross | 173,462 | 161,270 |
Construction in Progress [Member] | Rio Grande [Member] | ||
Property, plant and equipment, gross | 152,445 | 140,253 |
Construction in Progress [Member] | Rio Bravo [Member] | ||
Property, plant and equipment, gross | $ 21,017 | $ 21,017 |
Note 6 - Leases (Details Textua
Note 6 - Leases (Details Textual) | Mar. 06, 2019a | Dec. 31, 2021a |
BND [Member] | ||
Area Available for Lease (Acre) | 984 | |
Lessee, Operating Lease, Term of Contract (Year) | 30 years | |
Lessee, Operating Lease, Number of Consecutive Renewal Term | 2 | |
Lessee, Operating Lease, Renewal Term (Year) | 10 years | |
Houston, Texas [Member] | ||
Area of Real Estate Property (Acre) | 25,600 |
Note 6 - Leases - Supplemental
Note 6 - Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating lease right-of-use assets, net | $ 590 | $ 429 |
Current lease liabilities | 596 | 432 |
Lease liabilities | 596 | 432 |
Office Leases [Member] | ||
Operating lease right-of-use assets, net | 590 | 429 |
Current lease liabilities | 596 | 432 |
Non-current leases | 0 | 0 |
Land Leases [Member] | ||
Operating lease right-of-use assets, net | 0 | 0 |
Current lease liabilities | 0 | 0 |
Non-current leases | $ 0 | $ 0 |
Note 6 - Leases - Lease Expense
Note 6 - Leases - Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Operating lease expense | [1] | $ 627 | $ 1,275 |
Short-term lease expense | 278 | 319 | |
Land option expense | 0 | 9 | |
Total land option and lease expense | 905 | 1,603 | |
Cash flows from operating activities | 624 | 1,004 | |
In exchange for new operating lease liabilities during the period | 712 | 605 | |
Office Leases [Member] | |||
Operating lease expense | 627 | 829 | |
Land Leases [Member] | |||
Operating lease expense | $ 0 | $ 446 | |
[1] | Includes amortization of right-of-use assets for the three months ended March 31, 2020 and 2019 of $294 thousand and $184 thousand, respectively. |
Note 6 - Leases - Maturity of O
Note 6 - Leases - Maturity of Operating Lease (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
2022 | $ 633 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
Thereafter | 0 | |
Total undiscounted lease payments | 633 | |
Discount to present value | (37) | |
Present value of lease liabilities | $ 596 | $ 432 |
Note 7 - Other Non-current As_3
Note 7 - Other Non-current Assets - Schedule of Other Non-current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Permitting costs | [1] | $ 7,609 | $ 7,385 |
Enterprise resource planning system, net | 389 | 1,805 | |
Rio Grande Site Lease initial direct costs | 13,314 | 7,109 | |
Total other non-current assets, net | $ 21,312 | $ 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 8 - Accrued Liabilities _3
Note 8 - Accrued Liabilities and Other Current Liabilities - Summary of Accrued Liabilities and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Employee compensation expense | $ 4,358 | $ 14 |
Terminal asset costs | 926 | 650 |
Accrued legal services | 70 | 5 |
Other accrued liabilities | 437 | 363 |
Total accrued liabilities and other current liabilities | $ 5,791 | $ 1,032 |
Note 9 - Preferred Stock and _3
Note 9 - Preferred Stock and Common Stock Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jan. 18, 2022 | Jul. 31, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2019 |
Gain (Loss) on Revaluation of Warrants | $ (2,533) | $ 7,870 | ||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||
Temporary Equity, Shares Outstanding (in shares) | 73,713,000 | 65,507,000 | 58,197 | |||||||
Temporary Equity, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | |||||||||
Preferred Stock, Convertible, Conversion Price (in dollars per share) | $ 6.53 | |||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||
Temporary Equity, Shares Outstanding (in shares) | 70,433,000 | 62,612,000 | 55,645 | |||||||
Temporary Equity, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | |||||||||
Preferred Stock, Convertible, Conversion Price (in dollars per share) | $ 6.57 | |||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||
Temporary Equity, Shares Outstanding (in shares) | 42,490,000 | 0 | ||||||||
Temporary Equity, Par or Stated Value Per Share (in dollars per share) | $ 1,000 | $ 1,000 | $ 0.0001 | $ 0.0001 | ||||||
Temporary Equity, Stock Issued During Period, Shares, New Issues (in shares) | 5,000 | 10,000 | 24,500 | |||||||
Temporary Equity, Issued Price Per Share (in dollars per share) | $ 1,000 | $ 1,000 | ||||||||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ 5,000 | $ 10,000 | $ 24,500 | |||||||
Temporary Equity, Stock Issued During Period, Shares Issued for Services (in shares) | 100 | 200 | 490 | |||||||
Preferred Stock, Convertible, Conversion Price (in dollars per share) | $ 3.28 | |||||||||
Convertible Preferred Stock [Member] | ||||||||||
Temporary Equity, Issued Price Per Share (in dollars per share) | $ 1,000 | |||||||||
Temporary Stock, Threshold Trading Days for Conversion (Year) | 60 years | |||||||||
Temporary Stock, Threshold Consecutive Trading Days for Conversion (Year) | 90 years | |||||||||
Temporary Stock, Conversion Price Minimum Percentage | 175.00% | |||||||||
Temporary Stock, Maximum Business Days Following FID Event for Conversion (Year) | 10 years | |||||||||
Temporary Equity, Dividend Rate Percentage | 12.00% | |||||||||
Dividends, Preferred Stock, Paid-in-kind | $ 18,200 | $ 14,300 | ||||||||
Convertible Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||
Dividends, Preferred Stock, Paid-in-kind | $ 5,700 | |||||||||
Common Stock Warrants [Member] | ||||||||||
Exercise of Warrants, Percent of Fully Diluted Common Stock Acquirable | 0.86% | 1.42% | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||
Warrants and Rights Outstanding, Term (Year) | 3 years | |||||||||
Exercise of Warrants, Threshold Trading Days (Year) | 60 years | |||||||||
Exercise of Warrants, Threshold Consecutive Trading Days (Year) | 90 years |
Note 9 - Preferred Stock and _4
Note 9 - Preferred Stock and Common Stock Warrants - Allocation of Net Cash Proceeds (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Gross proceeds | $ 39,500 |
Equity issuance costs | (62) |
Net proceeds - Initial Fair Value Allocation | 39,438 |
Series C Convertible Preferred Stock [Member] | |
Net proceeds - Initial Fair Value Allocation | 37,807 |
Per balance sheet upon issuance | 37,807 |
Series C Warrants [Member] | |
Net proceeds - Initial Fair Value Allocation | 1,631 |
Per balance sheet upon issuance | $ 1,631 |
Note 9 - Preferred Stock and _5
Note 9 - Preferred Stock and Common Stock Warrants - Fair Value Assumptions (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Measurement Input, Share Price [Member] | ||
Warrant measurement input | 2.85 | 2.09 |
Measurement Input, Exercise Price [Member] | ||
Warrant measurement input | 0.01 | 0.01 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Warrant measurement input | 0.001 | 0.001 |
Measurement Input, Price Volatility [Member] | ||
Warrant measurement input | 0.626 | 0.586 |
Measurement Input, Expected Term [Member] | ||
Warrant measurement input | 1.6 | 0.8 |
Note 10 - Shareholders' Equity
Note 10 - Shareholders' Equity (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2021 | |
Proceeds from Issuance of Common Stock | $ 557 | $ 0 | |
Stock Issued During Period, Exercise Of Warrants, Shares (in shares) | 1,500,000 | ||
Common Stock Purchase Agreement With Nineteenth Investment Company LLC [Member] | |||
Stock Dividends, Shares, Total (in shares) | 797,450 | ||
ATM Sales Agreement [Member] | |||
Aggregate Proceeds, Common Stock Sales | $ 50,000 | ||
Stock Issued During Period, Shares, New Issues (in shares) | 200,000 | ||
Proceeds from Issuance of Common Stock | $ 600 |
Note 11 - Net Loss Per Share _3
Note 11 - Net Loss Per Share Attributable to Common Stockholders (Details Textual) - $ / shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2015 | |
Securities Excluded from Computation of Earnings Per Share Amount, Performance Conditions (in shares) | 8.3 | 2.1 | |
Sale of Stock, Price Per Share (in dollars per share) | $ 17.50 | ||
Number of Trading Days of Share Price (Day) | 20 days | ||
Total Number of Trading Days Considered (Day) | 30 days | ||
IPO Warrants [Member] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 11.50 | ||
Class of Warrant or Right, Redemption Price of Warrant or Right (in dollars per share) | $ 0.01 | ||
Class of Warrant or Right, Number of Days Notice to Redeem (Day) | 30 days |
Note 11 - Net Loss Per Share _4
Note 11 - Net Loss Per Share Attributable to Common Stockholders - Basic and Diluted Common Shares (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Basic (in shares) | 119,201 | 117,524 |
Dilutive unvested stock, convertible preferred stock, Common Stock Warrants and IPO Warrants (in shares) | 0 | 0 |
Diluted (in shares) | 119,201 | 117,524 |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.34) | $ (0.24) |
Note 11 - Net Loss Per Share _5
Note 11 - Net Loss Per Share Attributable to Common Stockholders - Anti-dilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Potentially dilutive common shares (in shares) | 46,705 | 31,609 | |
Unvested Stock [Member] | |||
Potentially dilutive common shares (in shares) | [1] | 1,662 | 916 |
Convertible Preferred Stocks [Member] | |||
Potentially dilutive common shares (in shares) | 30,754 | 16,635 | |
Common Stock Warrants [Member] | |||
Potentially dilutive common shares (in shares) | 2,207 | 1,976 | |
IPO Warrants [Member] | |||
Potentially dilutive common shares (in shares) | [2] | 12,082 | 12,082 |
[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 $17.50 per share for any 20 trading days within a 30 trading day period. If the Company redeems the IPO Warrants in this manner, the Company will have the option to do so on a cashless basis with the issuance of an economically equivalent number of shares of Company common stock. |
Note 12 - Share-based Compens_3
Note 12 - Share-based Compensation (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Percentage of FID Bonus Settlement of Shares | 110.00% | |
Deferred Compensation Share-based Arrangements, Liability, Current and Noncurrent | $ 0.2 | $ 0.2 |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 25.1 | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 3 years |
Note 12 - Share-based Compens_4
Note 12 - Share-based Compensation - Summary of Share-based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity awards | $ 4,541 | $ 155 |
Liability awards | 0 | 0 |
Total share-based compensation | 4,541 | 155 |
Capitalized share-based compensation | 228 | (186) |
Total share-based compensation expense | $ (4,313) | $ (341) |
Note 12 - Share-based Compens_5
Note 12 - Share-based Compensation - Summary of Restricted Stock Awards Outstanding (Details) - Restricted Stock [Member] shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Non-vested, Shares (in shares) | shares | 3,511 |
Non-vested, Weighted Average Grant Date Fair Value Per Share (in dollars per share) | $ / shares | $ 8.05 |
Granted, Shares (in shares) | shares | 1,312 |
Granted, Weighted Average Grant Date Fair Value Per Share (in dollars per share) | $ / shares | $ 2.80 |
Vested, Shares (in shares) | shares | (660) |
Vested, Weighted Average Grant Date Fair Value Per Share (in dollars per share) | $ / shares | $ 5.50 |
Forfeited, Shares (in shares) | shares | (1,125) |
Forfeited, Weighted Average Grant Date Fair Value Per Share (in dollars per share) | $ / shares | $ 9.21 |
Non-vested, Shares (in shares) | shares | 3,038 |
Non-vested, Weighted Average Grant Date Fair Value Per Share (in dollars per share) | $ / shares | $ 5.88 |
Note 12 - Share-based Compens_6
Note 12 - Share-based Compensation - Summary of Restricted Stock Units Outstanding (Details) - Restricted Stock Units (RSUs) [Member] shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Granted, Shares (in shares) | shares | 7,154 |
Granted, Weighted Average Grant Date Fair Value Per Share (in dollars per share) | $ / shares | $ 3.31 |
Forfeited, Shares (in shares) | shares | (50) |
Forfeited, Weighted Average Grant Date Fair Value Per Share (in dollars per share) | $ / shares | $ 3.31 |
Non-vested, Shares (in shares) | shares | 7,104 |
Non-vested, Weighted Average Grant Date Fair Value Per Share (in dollars per share) | $ / shares | $ 3.31 |
Note 13 - Income Taxes (Details
Note 13 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards, Total | $ 122,600 | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 26,100 | |
Income Tax Expense (Benefit), Total | $ 0 | $ 0 |
Open Tax Year | 2016 2017 2018 2019 2020 2021 |
Note 13 - Income Taxes - Effect
Note 13 - Income Taxes - Effective Income Tax rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
U.S. federal statutory rate, beginning of year | 21.00% | 21.00% |
Officers' compensation | 0.00% | 2.00% |
Other | (4.00%) | (3.00%) |
Valuation allowance | (17.00%) | (20.00%) |
Effective tax rate as reported | 0.00% | 0.00% |
Note 13 - Income Taxes - Deferr
Note 13 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Net operating loss carryforwards and credits | $ 25,742 | $ 20,698 |
Employee compensation | 570 | 0 |
Share-based compensation expense | 2,053 | 3,813 |
Property, plant and equipment | 753 | 725 |
Common stock warrant liabilities | 83 | 0 |
Operating lease liabilities | 125 | 91 |
Other | 55 | 54 |
Less: valuation allowance | (26,461) | (22,669) |
Total deferred tax assets | 2,920 | 2,712 |
Deferred tax liabilities | ||
Common stock warrant liabilities | 0 | (1,129) |
Operating lease Right-of-use assets | (2,920) | (1,583) |
Total deferred tax liabilities | (2,920) | (2,712) |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
Note 14 - Commitments and Con_2
Note 14 - Commitments and Contingencies (Details Textual) - BND [Member] $ in Millions | Apr. 30, 2020USD ($) | Dec. 31, 2021USD ($) | Mar. 06, 2019a |
Area Available for Lease (Acre) | a | 984 | ||
Lessee, Operating Lease, Liability, to be Paid Per Quarter | $ 1.5 | ||
Wetland Mitigation Measures [Member] | |||
Other Commitment, to be Paid, Year One | $ 0.5 |
Note 16 - Subsequent Events (De
Note 16 - Subsequent Events (Details Textual) - USD ($) $ / shares in Units, $ in Millions | Mar. 14, 2022 | Mar. 02, 2022 | Jul. 31, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2021 |
Subsequent Event [Member] | Tep Next Decade, LLC [Member] | Common Stock Warrants [Member] | ||||||
Exercise of Warrants, Percent of Fully Diluted Common Stock Acquirable | 0.071% | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||
Subsequent Event [Member] | Avenue Energy Opportunities Fund Ii, L.P. [Member] | Common Stock Warrants [Member] | ||||||
Exercise of Warrants, Percent of Fully Diluted Common Stock Acquirable | 0.0781% | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||
Series C Convertible Preferred Stock [Member] | ||||||
Temporary Equity, Stock Issued During Period, Shares, New Issues (in shares) | 5,000 | 10,000 | 24,500 | |||
Temporary Equity, Issued Price Per Share (in dollars per share) | $ 1,000 | $ 1,000 | ||||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ 5 | $ 10 | $ 24.5 | |||
Temporary Equity, Stock Issued During Period, Shares Issued for Services (in shares) | 100 | 200 | 490 | |||
Series C Convertible Preferred Stock [Member] | Subsequent Event [Member] | Tep Next Decade, LLC [Member] | ||||||
Temporary Equity, Stock Issued During Period, Shares, New Issues (in shares) | 5,000 | |||||
Temporary Equity, Issued Price Per Share (in dollars per share) | $ 1,000 | |||||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ 5 | |||||
Temporary Equity, Stock Issued During Period, Shares Issued for Services (in shares) | 100 | |||||
Series C Convertible Preferred Stock [Member] | Subsequent Event [Member] | Avenue Energy Opportunities Fund Ii, L.P. [Member] | ||||||
Temporary Equity, Stock Issued During Period, Shares, New Issues (in shares) | 5,500 | |||||
Temporary Equity, Issued Price Per Share (in dollars per share) | $ 1,000 | |||||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ 5.5 | |||||
Temporary Equity, Stock Issued During Period, Shares Issued for Services (in shares) | 110 |