Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 02, 2023 | Jun. 30, 2022 | |
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 | 2022 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 134,300,000 | ||
Entity Common Stock, Shares Outstanding | 150,573,984 | ||
Auditor Firm ID | 248 | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Location | Houston, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 62,789 | $ 25,552 |
Prepaid expenses and other current assets | 1,149 | 835 |
Total current assets | 63,938 | 26,387 |
Property, plant and equipment, net | 218,646 | 173,816 |
Operating lease right-of-use assets, net | 1,474 | 590 |
Other non-current assets | 28,372 | 21,312 |
Total assets | 312,430 | 222,105 |
Current liabilities | ||
Accounts payable | 1,084 | 281 |
Accrued liabilities and other current liabilities | 23,184 | 5,973 |
Current Common Stock Warrant liabilities | 0 | 1,376 |
Current operating lease liabilities | 1,093 | 596 |
Total current liabilities | 25,361 | 8,226 |
Non-current Common Stock Warrant liabilities | 6,790 | 2,587 |
Non-current operating lease liabilities | 465 | 0 |
Other non-current liabilities | 23,000 | 23,000 |
Total liabilities | 55,616 | 33,813 |
Commitments and contingencies (Note 14) | ||
Stockholders’ equity | ||
Common stock, $0.0001 par value Authorized: 480.0 million shares at December 31, 2022 and 2021, Issued and outstanding: 143.5 million shares and 120.8 million shares at December 31, 2022 and 2021, respectively | 14 | 12 |
Treasury stock: 991,089 shares and 346,126 shares at December 31, 2022 and 2021, respectively, at cost | (4,587) | (1,315) |
Preferred stock, $0.0001 par value Authorized: 0.5 million, after designation of the Convertible Preferred Stock, Issued and outstanding: none at December 31, 2022 and 2021 | 0 | 0 |
Additional paid-in-capital | 289,084 | 191,264 |
Accumulated deficit | (230,140) | (170,069) |
Total stockholders’ equity | 54,371 | 19,892 |
Total liabilities, Convertible Preferred Stock and stockholders’ equity | 312,430 | 222,105 |
Series A Convertible Preferred Stock [Member] | ||
Current liabilities | ||
Convertible Preferred Stock | 73,026 | 63,791 |
Series B Convertible Preferred Stock [Member] | ||
Current liabilities | ||
Convertible Preferred Stock | 73,408 | 64,602 |
Series C Convertible Preferred Stock [Member] | ||
Current liabilities | ||
Convertible Preferred Stock | $ 56,009 | $ 40,007 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
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) | 143,500,000 | 120,800,000 |
Common stock, shares outstanding (in shares) | 143,500,000 | 120,800,000 |
Treasury stock, shares (in shares) | 991,089 | 346,126 |
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) | 82,948 | 73,713 |
Temporary equity, shares outstanding (in shares) | 82,948 | 73,713 |
Series B Convertible Preferred Stock [Member] | ||
Temporary equity, liquidation preference (in dollars per share) | $ 1,000 | $ 1,000 |
Temporary equity, shares issued (in shares) | 79,239 | 70,433 |
Temporary equity, shares outstanding (in shares) | 79,239 | 70,433 |
Series C Convertible Preferred Stock [Member] | ||
Temporary equity, liquidation preference (in dollars per share) | $ 1,000 | $ 1,000 |
Temporary equity, shares issued (in shares) | 59,366 | 42,490 |
Temporary equity, shares outstanding (in shares) | 59,366 | 42,490 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | $ 0 | $ 0 |
Operating Expenses | ||
General and administrative expenses | 49,093 | 16,803 |
Development expense, net | 4,101 | 1,615 |
Lease expense | 1,119 | 905 |
Depreciation expense | 162 | 184 |
Total operating expenses | 54,475 | 19,507 |
Total operating loss | (54,475) | (19,507) |
Other income (expense) | ||
Loss on Common Stock Warrant liabilities | (5,747) | (2,533) |
Other, net | 151 | 1 |
Total other expense | (5,596) | (2,532) |
Net loss attributable to NextDecade Corporation | (60,071) | (22,039) |
Preferred stock dividends | (24,282) | (18,294) |
Deemed dividends on Series A Convertible Preferred Stock | 0 | (63) |
Net loss attributable to common stockholders | $ (84,353) | $ (40,396) |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.65) | $ (0.34) |
Weighted average shares outstanding - basic and diluted (in shares) | 130,136 | 119,201 |
Consolidated Statements of Stoc
Consolidated Statements 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, 2020 | 117,829 | 249 | ||||||
Balance at Dec. 31, 2020 | $ 12 | $ (1,031) | $ 209,481 | $ (148,030) | $ 55,522 | $ 56,781 | $ 60,432 | |
Share-based compensation | (4,541) | (4,541) | ||||||
Restricted stock vesting (in shares) | 660 | |||||||
Shares repurchased related to share-based compensation (in shares) | (97) | 97 | ||||||
Shares repurchased related to share-based compensation | $ (284) | (284) | ||||||
Issuance of common stock, net (in shares) | 163 | |||||||
Issuance of common stock, net | 316 | $ 37,807 | 316 | |||||
Stock dividend (in shares) | 798 | |||||||
Exercise of common stock warrants (in shares) | 1,485 | |||||||
Exercise of common stock warrants | 4,365 | 4,365 | ||||||
Preferred stock dividends | (18,294) | 8,206 | 7,821 | 2,200 | (18,294) | |||
Deemed dividends - accretion of beneficial conversion feature | (63) | 63 | (63) | |||||
Net Loss | (22,039) | (22,039) | ||||||
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 |
Share-based compensation | 7,472 | 7,472 | ||||||
Restricted stock vesting (in shares) | 2,763 | |||||||
Shares repurchased related to share-based compensation (in shares) | (645) | 645 | ||||||
Shares repurchased related to share-based compensation | $ (3,272) | (3,272) | ||||||
Issuance of common stock, net (in shares) | 20,073 | |||||||
Issuance of common stock, net | $ 2 | 111,066 | 9,836 | $ 111,068 | ||||
Exercise of common stock warrants (in shares) | 520 | 500 | ||||||
Exercise of common stock warrants | 3,564 | $ 3,564 | ||||||
Preferred stock dividends | (24,282) | 9,235 | 8,806 | 6,166 | (24,282) | |||
Net Loss | (60,071) | (60,071) | ||||||
Balance (in shares) at Dec. 31, 2022 | 143,549 | 991 | ||||||
Balance at Dec. 31, 2022 | $ 14 | $ (4,587) | $ 289,084 | $ (230,140) | $ 73,026 | $ 73,408 | $ 56,009 | $ 54,371 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities: | ||
Net loss attributable to NextDecade Corporation | $ (60,071) | $ (22,039) |
Adjustment to reconcile net loss to net cash used in operating activities | ||
Depreciation | 162 | 184 |
Share-based compensation expense (forfeiture) | 7,472 | (4,313) |
Loss on Common Stock Warrant liabilities | 5,747 | 2,533 |
Amortization of right-of-use assets | 756 | 551 |
Amortization of other non-current assets | 354 | 1,416 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (314) | (186) |
Accounts payable | 684 | (26) |
Operating lease liabilities | (678) | (548) |
Accrued expenses and other liabilities | 5,812 | 4,468 |
Net cash used in operating activities | (40,076) | (17,960) |
Investing activities: | ||
Acquisition of property, plant and equipment | (33,753) | (12,105) |
Acquisition of other non-current assets | (7,135) | (6,429) |
Net cash used in investing activities | (40,888) | (18,534) |
Financing activities: | ||
Proceeds from sale of Series C Convertible Preferred Stock | 10,500 | 39,500 |
Proceeds from sale of common stock | 115,000 | 557 |
Equity issuance costs | (3,952) | (268) |
Preferred stock dividends | (75) | (67) |
Shares repurchased related to share-based compensation | (3,272) | (284) |
Net cash provided by financing activities | 118,201 | 39,438 |
Net increase in cash and cash equivalents | 37,237 | 2,944 |
Cash and cash equivalents – beginning of period | 25,552 | 22,608 |
Cash and cash equivalents – end of period | 62,789 | 25,552 |
Non-cash investing activities: | ||
Accounts payable for acquisition of property, plant and equipment | 162 | 117 |
Accrued liabilities for acquisition of property, plant and equipment | 12,046 | 926 |
Accrued liabilities for acquisition of other non-current assets | 279 | 0 |
Pipeline assets obtained in exchange for other non-current liabilities | 0 | 84 |
Non-cash financing activities: | ||
Paid-in-kind dividends on Convertible Preferred Stock | 24,207 | 18,227 |
Accretion of deemed dividends on Series A Convertible Preferred Stock | 0 | 63 |
Accrued liabilities for equity issuance costs | $ 0 | $ 35 |
Note 1 - Background and Basis o
Note 1 - Background and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
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. Certain reclassifications have been made to conform prior period information to the current presentation. The reclassifications did not 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, 2022 may 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, 2022 | |
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 Earnings (Loss) Per Share Net earnings (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, 2022 2021 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, 2022 | |
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, 2022 2021 Prepaid subscriptions $ 423 $ 85 Prepaid insurance 619 376 Prepaid marketing and sponsorships — 60 Other 107 314 Total prepaid expenses and other current assets $ 1,149 $ 835 |
Note 4 - Sale of Equity Interes
Note 4 - Sale of Equity Interests in Rio Bravo Pipeline, LLC | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 |
Note 5 - Property, Plant and Eq
Note 5 - Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 Fixed Assets Computers $ 780 $ 633 Furniture, fixtures, and equipment 610 464 Leasehold improvements 101 101 Total fixed assets 1,491 1,198 Less: accumulated depreciation (1,006 ) (844 ) Total fixed assets, net 485 354 Terminal and Pipeline Assets (not placed in service) Terminal 197,144 152,445 Pipeline 21,017 21,017 Total Terminal and Pipeline assets 218,161 173,462 Total property, plant and equipment, net $ 218,646 $ 173,816 Depreciation expense for the years ended December 31, 2022 2021 |
Note 6 - Leases
Note 6 - Leases | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | 6 We currently lease approximately 33,800 square feet of office space for general and administrative purposes in Houston, Texas under a lease agreement that expires on December 31, 2023. October 31, 2025. 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 two ten not no November 6, 2019 ( one On April 20, 2022 , May 6, 2023 ( May 6, 2024 no Operating lease right-of-use assets are as follows (in thousands): December 31, December 31, 2022 2021 Office leases $ 1,474 $ 590 Total operating lease right-of-use assets, net $ 1,474 $ 590 Operating lease liabilities are as follows (in thousands): December 31, December 31, 2022 2021 Office leases $ 1,093 $ 596 Total current lease liabilities 1,093 596 Non-current office leases 465 — Total lease liabilities $ 1,558 $ 596 Operating lease expense is as follows (in thousands): December 31, December 31, 2022 2021 Office leases $ 887 $ 627 Total operating lease expense 887 627 Short-term lease expense 232 278 Total lease expense $ 1,119 $ 905 Maturity of operating lease liabilities as of December 31, 2022 2023 $ 1,300 2024 273 2025 250 2026 — 2027 — Thereafter — Total undiscounted lease payments 1,823 Discount to present value (265 ) Present value of lease liabilities $ 1,558 Other information related to our operating leases as of December 31, 2022 December 31, December 31, 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities: Cash flows from operating activities $ 678 $ 624 Noncash right-of-use assets recorded for operating lease liabilities: In exchange for new operating lease liabilities during the period 1,640 712 |
Note 7 - Other Non-current Asse
Note 7 - Other Non-current Assets | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 Permitting costs (1) $ 8,575 $ 7,609 Enterprise resource planning system, net — 354 Rio Grande Site Lease initial direct costs 19,612 13,314 Deposits and other 185 35 Total other non-current assets, net $ 28,372 $ 21,312 ( 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, 2022 | |
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, 2022 2021 Employee compensation expense $ 6,650 $ 4,358 Terminal asset costs 12,046 926 Permitting costs 279 — Accrued legal services 3,124 70 Share-based compensation liability 182 182 Other accrued liabilities 903 437 Total accrued liabilities and other current liabilities $ 23,184 $ 5,973 |
Note 9 - Preferred Stock and Co
Note 9 - Preferred Stock and Common Stock Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
PreferredStockAndWarrants [Text Block] | 9 Preferred Stock As of December 31, 2020 , In March 2021, In April 2021 , the Company sold 10,000 shares of Series C Preferred Stock, at $1,000 per share for a purchase price of $10 million and 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 , the Company sold 5,000 shares of Series C Preferred Stock, at $1,000 per share for a purchase price of $5 million and issued an additional 100 shares of Series C Preferred Stock as an origination fee to the purchaser of the Series C Preferred Stock. In March 2022 , “2022 “2022 As of December 31, 2022 , Net proceeds from the sales of the 2022 2022 2022 Allocation of Proceeds 2022 Series C 2022 Series C Preferred Warrants Stock Gross proceeds $ 10,500 Equity issuance costs (20 ) Net proceeds - Initial Fair Value Allocation $ 10,480 $ 644 $ 9,836 Per balance sheet upon issuance $ 644 $ 9,836 Net proceeds from the sales of Series C Preferred Stock during 2021 2021 Allocation of Proceeds 2021 Series C 2021 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, 2022 , 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, 2022 2021 January 12, 2023, December 15, 2022. January 17, 2023, 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, 2022 2021 71 86 The Common Stock Warrants have a fixed three may three 175% 815 40 , December 31, 2022 2021 3 The assumptions used in the Monte Carlo simulation to estimate the fair value of the Common Stock Warrants as of December 31, 2022 2020 December 31, December 31, 2022 2021 Stock price $ 4.94 $ 2.85 Exercise price $ 0.01 $ 0.01 Risk-free rate 4.6 % 0.1 % Volatility 52.5 % 62.6 % Term (years) 1.5 1.6 |
Note 10 - Shareholders' Equity
Note 10 - Shareholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | Note 10 Stockholders' Equity Common Stock Purchase Agreements On April 6, 2022 , April 7, 2022 . On September 14, 2022 , September 19, 2022 . Common Stock Warrants During the year ended December 31, 2022 , |
Note 11 - Net Loss Per Share At
Note 11 - Net Loss Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 Year Ended December 31, 2022 2021 Weighted average common shares outstanding: Basic 130,136 119,201 Dilutive unvested stock, convertible preferred stock, Common Stock Warrants and IPO Warrants — — Diluted 130,136 119,201 Basic and diluted net loss per share attributable to common stockholders $ (0.65 ) $ (0.34 ) Potentially dilutive securities that were not Year Ended December 31, 2022 2021 Unvested stock (1) 1,904 1,662 Convertible preferred stock 46,533 30,754 Common Stock Warrants 1,382 2,207 IPO Warrants (2) — 12,082 Total potentially dilutive common shares 49,819 46,705 ( 1 Does not December 31, 2022 2021 not December 31, 2022 2021 ( 2 The IPO Warrants were issued in connection with our initial public offering in 2015 July 24, 2022. |
Note 12 - Share-based Compensat
Note 12 - Share-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 Share-based compensation expense (forfeiture): Equity awards $ 7,472 $ (4,541 ) Liability awards — — Total share-based compensation (forfeiture) 7,472 (4,541 ) Capitalized share-based compensation — 228 Total share-based compensation expense (forfeiture) $ 7,472 $ (4,313 ) Certain employee arrangements provided for cash bonuses upon a positive FID on the Terminal (the “FID Bonus”). In January 2018, December 31, 2022 2021 The total unrecognized compensation costs at December 31, 2022 Restricted Stock Awards 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, 2022 December 31, 2022 Shares Weighted Average Grant Date Fair Value Per Share Non-vested at January 1, 2022 3,038 $ 5.88 Granted 217 2.21 Vested (1,507 ) 4.29 Forfeited (665 ) 5.81 Non-vested at December 31, 2022 1,083 $ 7.51 Restricted Stock Units and Performance Stock Units Restricted stock units are stock awards that vest over a service period of one two three three Where applicable, the compensation for performance stock units containing market conditions of TSR and RTSR are based on a fair value using a Monte Carlo simulation as of the grant date, which utilizes level 3 may one one The table below provides a summary of our restricted stock units outstanding as of December 31, 2022 December 31, 2022 Shares Weighted Average Grant Date Fair Value Per Share Non-vested at January 1, 2022 7,104 3.31 Granted 6,106 6.52 Vested (1,261 ) 6.17 Forfeited (1,645 ) 3.61 Non-vested at December 31, 2022 10,304 $ 4.82 |
Note 13 - Income Taxes
Note 13 - Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 U.S. federal statutory rate, beginning of year 21 % 21 % Common stock warrant liabilities (2 ) — Officers' compensation (1 ) — Other (1 ) (4 ) Valuation allowance (17 ) (17 ) Effective tax rate as reported — % — % Significant components of our deferred tax assets and liabilities at December 31, 2022 2021 Year Ended December 31, 2022 2021 Deferred tax assets Net operating loss carryforwards and credits $ 36,835 $ 25,742 Employee compensation 1,113 570 Share-based compensation expense 1,066 2,053 Development costs 964 — Property, plant and equipment 749 753 Operating lease liabilities 187 125 Other 36 55 Less: valuation allowance (36,642 ) (26,378 ) Total deferred tax assets 4,308 2,920 Deferred tax liabilities Operating lease right-of-use assets (4,308 ) (2,920 ) Total deferred tax liabilities (4,308 ) (2,920 ) Net deferred tax assets (liabilities) $ — $ — The federal deferred tax assets presented above do not At December 31, 2022 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, 2022 2021 not December 31, 2022 2021 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, 2022. 2019 In response to the global pandemic related to COVID- 19, March 27, 2020 2021 December 27, 2020. 163 December 31, 2022, no 19 |
Note 14 - Commitments and Conti
Note 14 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
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 The Company is party to other SPAs which will become effective upon the occurrence of certain conditions precedent, including completion of the construction of the Terminal. Other Commitments On March 6, 2019, April 20, 2022 , May 6, 2023 ( May 6, 2024 no In connection with the Rio Grande Site Lease Amendment, Rio Grande is committed to pay approximately $1.6 million per quarter to the BND through the earlier of the Effective Date and lease commencement. Legal Proceedings From time to time the Company may As of December 31, 2022 not not |
Note 15 - Recent Accounting Pro
Note 15 - Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2022 | |
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 been adopted by the Company during the reporting period: Standard Description Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2020 06, Subtopic 470 20 Subtopic 815 40 This standard simplifies the accounting for convertible instruments primarily by eliminating the existing cash conversion and beneficial conversion models within Subtopic 470 20, January 1, 2022 The Company adopted this standard using the modified retrospective approach, which did not |
Note 16 - Subsequent Events
Note 16 - Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | Note 16 On February 3, 2023, five We have evaluated subsequent events through March 10, 2023, |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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 Earnings (Loss) Per Share Net earnings (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, 2022 2021 |
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, 2022 | |
Notes Tables | |
Schedule of Prepaid Expense and Other Current Assets [Table Text Block] | December 31, December 31, 2022 2021 Prepaid subscriptions $ 423 $ 85 Prepaid insurance 619 376 Prepaid marketing and sponsorships — 60 Other 107 314 Total prepaid expenses and other current assets $ 1,149 $ 835 |
Note 5 - Property, Plant and _2
Note 5 - Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | December 31, December 31, 2022 2021 Fixed Assets Computers $ 780 $ 633 Furniture, fixtures, and equipment 610 464 Leasehold improvements 101 101 Total fixed assets 1,491 1,198 Less: accumulated depreciation (1,006 ) (844 ) Total fixed assets, net 485 354 Terminal and Pipeline Assets (not placed in service) Terminal 197,144 152,445 Pipeline 21,017 21,017 Total Terminal and Pipeline assets 218,161 173,462 Total property, plant and equipment, net $ 218,646 $ 173,816 |
Note 6 - Leases (Tables)
Note 6 - Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Lessee, Operating Lease Right-of-use Assets and Liabilities [Table Text Block] | December 31, December 31, 2022 2021 Office leases $ 1,474 $ 590 Total operating lease right-of-use assets, net $ 1,474 $ 590 December 31, December 31, 2022 2021 Office leases $ 1,093 $ 596 Total current lease liabilities 1,093 596 Non-current office leases 465 — Total lease liabilities $ 1,558 $ 596 |
Lease, Cost [Table Text Block] | December 31, December 31, 2022 2021 Office leases $ 887 $ 627 Total operating lease expense 887 627 Short-term lease expense 232 278 Total lease expense $ 1,119 $ 905 December 31, December 31, 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities: Cash flows from operating activities $ 678 $ 624 Noncash right-of-use assets recorded for operating lease liabilities: In exchange for new operating lease liabilities during the period 1,640 712 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | 2023 $ 1,300 2024 273 2025 250 2026 — 2027 — Thereafter — Total undiscounted lease payments 1,823 Discount to present value (265 ) Present value of lease liabilities $ 1,558 |
Note 7 - Other Non-current As_2
Note 7 - Other Non-current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Other Assets, Noncurrent [Table Text Block] | December 31, December 31, 2022 2021 Permitting costs (1) $ 8,575 $ 7,609 Enterprise resource planning system, net — 354 Rio Grande Site Lease initial direct costs 19,612 13,314 Deposits and other 185 35 Total other non-current assets, net $ 28,372 $ 21,312 |
Note 8 - Accrued Liabilities _2
Note 8 - Accrued Liabilities and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Accrued Expenses and Other Current Liabilities [Table Text Block] | December 31, December 31, 2022 2021 Employee compensation expense $ 6,650 $ 4,358 Terminal asset costs 12,046 926 Permitting costs 279 — Accrued legal services 3,124 70 Share-based compensation liability 182 182 Other accrued liabilities 903 437 Total accrued liabilities and other current liabilities $ 23,184 $ 5,973 |
Note 9 - Preferred Stock and _2
Note 9 - Preferred Stock and Common Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Allocation of Net Cash Proceeds [Table Text Block] | Allocation of Proceeds 2022 Series C 2022 Series C Preferred Warrants Stock Gross proceeds $ 10,500 Equity issuance costs (20 ) Net proceeds - Initial Fair Value Allocation $ 10,480 $ 644 $ 9,836 Per balance sheet upon issuance $ 644 $ 9,836 Allocation of Proceeds 2021 Series C 2021 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, 2022 2021 Stock price $ 4.94 $ 2.85 Exercise price $ 0.01 $ 0.01 Risk-free rate 4.6 % 0.1 % Volatility 52.5 % 62.6 % Term (years) 1.5 1.6 |
Note 11 - Net Loss Per Share _2
Note 11 - Net Loss Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Year Ended December 31, 2022 2021 Weighted average common shares outstanding: Basic 130,136 119,201 Dilutive unvested stock, convertible preferred stock, Common Stock Warrants and IPO Warrants — — Diluted 130,136 119,201 Basic and diluted net loss per share attributable to common stockholders $ (0.65 ) $ (0.34 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Year Ended December 31, 2022 2021 Unvested stock (1) 1,904 1,662 Convertible preferred stock 46,533 30,754 Common Stock Warrants 1,382 2,207 IPO Warrants (2) — 12,082 Total potentially dilutive common shares 49,819 46,705 |
Note 12 - Share-based Compens_2
Note 12 - Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award [Table Text Block] | Year Ended December 31, 2022 2021 Share-based compensation expense (forfeiture): Equity awards $ 7,472 $ (4,541 ) Liability awards — — Total share-based compensation (forfeiture) 7,472 (4,541 ) Capitalized share-based compensation — 228 Total share-based compensation expense (forfeiture) $ 7,472 $ (4,313 ) |
Nonvested Restricted Stock Shares Activity [Table Text Block] | Shares Weighted Average Grant Date Fair Value Per Share Non-vested at January 1, 2022 3,038 $ 5.88 Granted 217 2.21 Vested (1,507 ) 4.29 Forfeited (665 ) 5.81 Non-vested at December 31, 2022 1,083 $ 7.51 |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | Shares Weighted Average Grant Date Fair Value Per Share Non-vested at January 1, 2022 7,104 3.31 Granted 6,106 6.52 Vested (1,261 ) 6.17 Forfeited (1,645 ) 3.61 Non-vested at December 31, 2022 10,304 $ 4.82 |
Note 13 - Income Taxes (Tables)
Note 13 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year Ended December 31, 2022 2021 U.S. federal statutory rate, beginning of year 21 % 21 % Common stock warrant liabilities (2 ) — Officers' compensation (1 ) — Other (1 ) (4 ) Valuation allowance (17 ) (17 ) Effective tax rate as reported — % — % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Year Ended December 31, 2022 2021 Deferred tax assets Net operating loss carryforwards and credits $ 36,835 $ 25,742 Employee compensation 1,113 570 Share-based compensation expense 1,066 2,053 Development costs 964 — Property, plant and equipment 749 753 Operating lease liabilities 187 125 Other 36 55 Less: valuation allowance (36,642 ) (26,378 ) Total deferred tax assets 4,308 2,920 Deferred tax liabilities Operating lease right-of-use assets (4,308 ) (2,920 ) Total deferred tax liabilities (4,308 ) (2,920 ) 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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Ending Balance | $ 62,789 | $ 25,552 | $ 22,608 |
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, 2022 | Dec. 31, 2021 |
Prepaid subscriptions | $ 423 | $ 85 |
Prepaid insurance | 619 | 376 |
Prepaid marketing and sponsorships | 0 | 60 |
Other | 107 | 314 |
Total prepaid expenses and other current assets | $ 1,149 | $ 835 |
Note 4 - Sale of Equity Inter_2
Note 4 - Sale of Equity Interests in Rio Bravo Pipeline, LLC (Details Textual) - Rio Bravo [Member] - USD ($) $ in Millions | Mar. 02, 2020 | Feb. 13, 2020 | Dec. 31, 2022 |
Equity Method Investment, Ownership Percentage | 100% | ||
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, 2022 | Dec. 31, 2021 | |
Depreciation, Total | $ 162 | $ 184 |
Note 5 - Property, Plant and _4
Note 5 - Property, Plant and Equipment - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, plant and equipment, net | $ 218,646 | $ 173,816 |
Computer Equipment [Member] | ||
Property, plant and equipment, gross | 780 | 633 |
Furniture and Fixtures [Member] | ||
Property, plant and equipment, gross | 610 | 464 |
Leasehold Improvements [Member] | ||
Property, plant and equipment, gross | 101 | 101 |
Excluding Construction in Progress [Member] | ||
Property, plant and equipment, gross | 1,491 | 1,198 |
Less: accumulated depreciation | (1,006) | (844) |
Property, plant and equipment, net | 485 | 354 |
Construction in Progress [Member] | ||
Property, plant and equipment, gross | 218,161 | 173,462 |
Construction in Progress [Member] | Rio Grande [Member] | ||
Property, plant and equipment, gross | 197,144 | 152,445 |
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, 2019 a | Dec. 31, 2022 ft² |
BND [Member] | ||
Area Available for Lease (Acre) | a | 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 (Square Foot) | 33,800 | |
SINGAPORE | ||
Area of Real Estate Property (Square Foot) | 2,500 |
Note 6 - Leases - Supplemental
Note 6 - Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating lease right-of-use assets, net | $ 1,474 | $ 590 |
Current lease liabilities | 1,093 | 596 |
Non-current leases | 465 | 0 |
Lease liabilities | 1,558 | 596 |
Office Leases [Member] | ||
Operating lease right-of-use assets, net | 1,474 | 590 |
Current lease liabilities | 1,093 | 596 |
Non-current leases | $ 465 | $ 0 |
Note 6 - Leases - Lease Expense
Note 6 - Leases - Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating lease expense | $ 887 | $ 627 |
Short-term lease expense | 232 | 278 |
Total lease expense | 1,119 | 905 |
Cash flows from operating activities | 678 | 624 |
In exchange for new operating lease liabilities during the period | 1,640 | 712 |
Office Leases [Member] | ||
Operating lease expense | $ 887 | $ 627 |
Note 6 - Leases - Maturity of O
Note 6 - Leases - Maturity of Operating Lease (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
2023 | $ 1,300 | |
2024 | 273 | |
2025 | 250 | |
2026 | 0 | |
2027 | 0 | |
Thereafter | 0 | |
Total undiscounted lease payments | 1,823 | |
Discount to present value | (265) | |
Present value of lease liabilities | $ 1,558 | $ 596 |
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, 2022 | Dec. 31, 2021 | |
Permitting costs | [1] | $ 8,575 | $ 7,609 |
Enterprise resource planning system, net | 0 | 354 | |
Rio Grande Site Lease initial direct costs | 19,612 | 13,314 | |
Deposits and other | 185 | 35 | |
Total other non-current assets, net | $ 28,372 | $ 21,312 | |
[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, 2022 | Dec. 31, 2021 |
Employee compensation expense | $ 6,650 | $ 4,358 |
Terminal asset costs | 12,046 | 926 |
Permitting costs, Current | 279 | 0 |
Accrued legal services | 3,124 | 70 |
Share-based compensation liability | 182 | 182 |
Other accrued liabilities | 903 | 437 |
Total accrued liabilities and other current liabilities | $ 23,184 | $ 5,973 |
Note 9 - Preferred Stock and _3
Note 9 - Preferred Stock and Common Stock Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Jan. 17, 2023 | Mar. 31, 2022 | Jul. 31, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Gain (Loss) on Revaluation of Warrants | $ (5,747) | $ (2,533) | ||||||
Series A Convertible Preferred Stock [Member] | ||||||||
Temporary Equity, Shares Outstanding (in shares) | 82,948 | 73,713 | 65,507 | |||||
Temporary Equity, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Preferred Stock, Convertible, Conversion Price (in dollars per share) | $ 5.48 | |||||||
Series B Convertible Preferred Stock [Member] | ||||||||
Temporary Equity, Shares Outstanding (in shares) | 79,239 | 70,433 | 62,612 | |||||
Temporary Equity, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Preferred Stock, Convertible, Conversion Price (in dollars per share) | $ 5.53 | |||||||
Series C Convertible Preferred Stock [Member] | ||||||||
Temporary Equity, Shares Outstanding (in shares) | 59,366 | 42,490 | ||||||
Temporary Equity, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Temporary Equity, Stock Issued During Period, Shares, New Issues (in shares) | 10,500,000 | 5,000 | 10,000 | 24,500 | ||||
Temporary Equity, Issued Price Per Share (in dollars per share) | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | ||||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ 10,500 | $ 5,000 | $ 10,000 | $ 24,500 | ||||
Temporary Equity, Stock Issued During Period, Shares Issued for Services (in shares) | 210,000 | 100 | 200 | 490 | ||||
Preferred Stock, Convertible, Conversion Price (in dollars per share) | 2.98 | |||||||
Convertible Preferred Stock [Member] | ||||||||
Temporary Equity, Issued Price Per Share (in dollars per share) | $ 1,000 | |||||||
Temporary Stock, Threshold Trading Days for Conversion (Day) | 60 days | |||||||
Temporary Stock, Threshold Consecutive Trading Days for Conversion (Day) | 90 days | |||||||
Temporary Stock, Conversion Price Minimum Percentage | 175% | |||||||
Temporary Stock, Maximum Business Days Following FID Event for Conversion (Day) | 10 days | |||||||
Temporary Equity, Dividend Rate Percentage | 12% | |||||||
Dividends, Preferred Stock, Paid-in-kind | $ 24,300 | $ 18,300 | ||||||
Convertible Preferred Stock [Member] | Subsequent Event [Member] | ||||||||
Dividends, Preferred Stock, Paid-in-kind | $ 6,700 | |||||||
Common Stock Warrants [Member] | ||||||||
Temporary Stock, Threshold Trading Days for Conversion (Day) | 60 years | |||||||
Temporary Stock, Threshold Consecutive Trading Days for Conversion (Day) | 90 years | |||||||
Exercise of Warrants, Percent of Fully Diluted Common Stock Acquirable | 0.71% | 0.86% | ||||||
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 |
Note 9 - Preferred Stock and _4
Note 9 - Preferred Stock and Common Stock Warrants - Allocation of Net Cash Proceeds (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Gross proceeds | $ 10,500 | $ 39,500 |
Equity issuance costs | (20) | (62) |
Net proceeds - Initial Fair Value Allocation | 10,480 | 39,438 |
Series C Convertible Preferred Stock [Member] | ||
Net proceeds - Initial Fair Value Allocation | 9,836 | 37,807 |
Per balance sheet upon issuance | 9,836 | 37,807 |
Series C Warrants [Member] | ||
Net proceeds - Initial Fair Value Allocation | 644 | 1,631 |
Per balance sheet upon issuance | $ 644 | $ 1,631 |
Note 9 - Preferred Stock and _5
Note 9 - Preferred Stock and Common Stock Warrants - Fair Value Assumptions (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Measurement Input, Share Price [Member] | ||
Warrant measurement input | 4.94 | 2.85 |
Measurement Input, Exercise Price [Member] | ||
Warrant measurement input | 0.01 | 0.01 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Warrant measurement input | 0.046 | 0.001 |
Measurement Input, Price Volatility [Member] | ||
Warrant measurement input | 0.525 | 0.626 |
Measurement Input, Expected Term [Member] | ||
Warrant measurement input | 1.5 | 1.6 |
Note 10 - Shareholders' Equity
Note 10 - Shareholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Sep. 14, 2022 | Apr. 06, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Proceeds from Issuance of Common Stock | $ 115,000 | $ 557 | ||
Stock Issued During Period, Exercise Of Warrants, Shares (in shares) | 500,000 | |||
HGC NEXT INV LLC [Member] | ||||
Stock Issued During Period, Shares, New Issues (in shares) | 4,618,226 | |||
Share Price (in dollars per share) | $ 6.496 | |||
Proceeds from Issuance of Common Stock | $ 30,000 | |||
The “Purchasers” [Member] | ||||
Stock Issued During Period, Shares, New Issues (in shares) | 15,454,160 | |||
Share Price (in dollars per share) | $ 5.50 | |||
Proceeds from Issuance of Common Stock | $ 85,000 |
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, 2022 | Dec. 31, 2021 | |
Securities Excluded from Computation of Earnings Per Share Amount, Performance Conditions (in shares) | 9.4 | 8.3 |
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, 2022 | Dec. 31, 2021 | |
Weighted average shares outstanding - basic and diluted (in shares) | 130,136 | 119,201 |
Dilutive unvested stock, convertible preferred stock, Common Stock Warrants and IPO Warrants (in shares) | 0 | 0 |
Diluted (in shares) | 130,136 | 119,201 |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.65) | $ (0.34) |
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, 2022 | Dec. 31, 2021 | ||
Potentially dilutive common shares (in shares) | 49,819 | 46,705 | |
Unvested Stock [Member] | |||
Potentially dilutive common shares (in shares) | [1] | 1,904 | 1,662 |
Convertible Preferred Stocks [Member] | |||
Potentially dilutive common shares (in shares) | 46,533 | 30,754 | |
Common Stock Warrants [Member] | |||
Potentially dilutive common shares (in shares) | 1,382 | 2,207 | |
IPO Warrants [Member] | |||
Potentially dilutive common shares (in shares) | [2] | 0 | 12,082 |
[1]Does not include 9.4 million shares and 8.3 million shares of unvested restricted stock and restricted stock units for the years ended December 31, 2022 and 2021 because the performance conditions had not yet been satisfied as of December 31, 2022 and 2021, respectively.[2]The IPO Warrants were issued in connection with our initial public offering in 2015 and expired July 24, 2022. |
Note 12 - Share-based Compens_3
Note 12 - Share-based Compensation (Details Textual) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Percentage of FID Bonus Settlement of Shares | 110% |
Deferred Compensation Share-based Arrangements, Liability, Current and Noncurrent | $ 0.2 |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 48.1 |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 1 year 6 months |
Minimum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage of Target Award | 0% |
Maximum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage of Target Award | 100% |
Performance Stock Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years |
Share-Based Payment Arrangement, Tranche Three [Member] | Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years |
Share-Based Payment Arrangement, Tranche One [Member] | Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 1 year |
Share-Based Payment Arrangement, Tranche Two [Member] | Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 2 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, 2022 | Dec. 31, 2021 | |
Equity awards | $ (7,472) | $ 4,541 |
Liability awards | 0 | 0 |
Total share-based compensation (forfeiture) | 7,472 | (4,541) |
Capitalized share-based compensation | 0 | 228 |
Total share-based compensation expense (forfeiture) | $ 7,472 | $ (4,313) |
Note 12 - Share-based Compens_5
Note 12 - Share-based Compensation - Summary of Restricted Stock Awards Outstanding (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
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 |
Vested, Shares (in shares) | shares | (1,261) |
Vested, Weighted Average Grant Date Fair Value Per Share (in dollars per share) | $ / shares | $ 6.17 |
Restricted Stock [Member] | |
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 |
Granted, Shares (in shares) | shares | 217 |
Granted, Weighted Average Grant Date Fair Value Per Share (in dollars per share) | $ / shares | $ 2.21 |
Vested, Shares (in shares) | shares | (1,507) |
Vested, Weighted Average Grant Date Fair Value Per Share (in dollars per share) | $ / shares | $ 4.29 |
Forfeited, Shares (in shares) | shares | (665) |
Forfeited, Weighted Average Grant Date Fair Value Per Share (in dollars per share) | $ / shares | $ 5.81 |
Non-vested, Shares (in shares) | shares | 1,083 |
Non-vested, Weighted Average Grant Date Fair Value Per Share (in dollars per share) | $ / shares | $ 7.51 |
Note 12 - Share-based Compens_6
Note 12 - Share-based Compensation - Summary of Restricted Stock Units Outstanding (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
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 |
Vested, Shares (in shares) | shares | (1,261) |
Vested, Weighted Average Grant Date Fair Value Per Share (in dollars per share) | $ / shares | $ 6.17 |
Restricted Stock Units (RSUs) [Member] | |
Granted, Shares (in shares) | shares | 6,106 |
Granted, Weighted Average Grant Date Fair Value Per Share (in dollars per share) | $ / shares | $ 6.52 |
Forfeited, Shares (in shares) | shares | (1,645) |
Forfeited, Weighted Average Grant Date Fair Value Per Share (in dollars per share) | $ / shares | $ 3.61 |
Non-vested, Shares (in shares) | shares | 10,304 |
Non-vested, Weighted Average Grant Date Fair Value Per Share (in dollars per share) | $ / shares | $ 4.82 |
Note 13 - Income Taxes (Details
Note 13 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards | $ 175,400 | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 26,100 | |
Income Tax Expense (Benefit), Total | $ 0 | $ 0 |
Open Tax Year | 2019 2020 2021 2022 |
Note 13 - Income Taxes - Effect
Note 13 - Income Taxes - Effective Income Tax rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
U.S. federal statutory rate, beginning of year | 21% | 21% |
Common stock warrant liabilities | (2.00%) | 0% |
Officers' compensation | (1.00%) | 0% |
Other | (1.00%) | (4.00%) |
Valuation allowance | (17.00%) | (17.00%) |
Effective tax rate as reported | 0% | 0% |
Note 13 - Income Taxes - Deferr
Note 13 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Net operating loss carryforwards and credits | $ 36,835 | $ 25,742 |
Employee compensation | 1,113 | 570 |
Share-based compensation expense | 1,066 | 2,053 |
Development costs | 964 | 0 |
Property, plant and equipment | 749 | 753 |
Operating lease liabilities | 187 | 125 |
Other | 36 | 55 |
Less: valuation allowance | (36,642) | (26,378) |
Total deferred tax assets | 4,308 | 2,920 |
Deferred tax liabilities | ||
Operating lease right-of-use assets | (4,308) | (2,920) |
Total deferred tax liabilities | (4,308) | (2,920) |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
Note 14 - Commitments and Con_2
Note 14 - Commitments and Contingencies (Details Textual) - BND [Member] $ in Millions | Mar. 06, 2019 USD ($) a |
Area Available for Lease (Acre) | a | 984 |
Lessee, Operating Lease, Liability, to be Paid Per Quarter | $ | $ 1.6 |
Note 16 - Subsequent Events (De
Note 16 - Subsequent Events (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Feb. 03, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Proceeds from Issuance of Common Stock | $ 115,000 | $ 557 | |
Private Placement [Member] | Subsequent Event [Member] | |||
Stock Issued During Period, Shares, New Issues (in shares) | 5,835,277 | ||
Shares Issued, Price Per Share (in dollars per share) | $ 5.998 | ||
Proceeds from Issuance of Common Stock | $ 35,000 |