Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 07, 2023 | |
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 | Q3 | |
Document Fiscal Year Focus | 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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, $0.0001 par value | |
Trading Symbol | NEXT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 256,575,167 |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 50,847 | $ 62,789 |
Restricted cash | 395,012 | 0 |
Current derivative asset | 21,047 | 0 |
Prepaid expenses and other current assets | 2,270 | 1,149 |
Total current assets | 469,176 | 63,938 |
Property, plant and equipment, net | 1,713,796 | 218,646 |
Operating lease right-of-use assets, net | 172,146 | 1,474 |
Debt issuance costs, net of amortization | 401,668 | 0 |
Non-current derivative assets | 130,609 | 0 |
Other non-current assets | 11,021 | 28,372 |
Total assets | 2,898,416 | 312,430 |
Current liabilities | ||
Accounts payable | 326,818 | 1,084 |
Accrued liabilities and other current liabilities | 213,111 | 23,184 |
Current common stock warrant liabilities | 7,359 | 0 |
Current operating lease liabilities | 3,379 | 1,093 |
Total current liabilities | 550,667 | 25,361 |
Non-current common stock warrant liabilities | 1,951 | 6,790 |
Non-current operating lease liabilities | 146,338 | 465 |
Total non-current debt, net of unamortized debt issuance costs | 1,381,825 | 0 |
Other non-current liabilities | 0 | 23,000 |
Total liabilities | 2,080,781 | 55,616 |
Commitments and contingencies (Note 16) | 0 | 0 |
Stockholders’ equity | ||
Common stock, $0.0001 par value Authorized: 480.0 million shares at September 30, 2023 and December 31, 2022; Issued and outstanding: 256.5 million shares and 143.5 million shares at September 30, 2023 and December 31, 2022, respectively | 26 | 14 |
Treasury stock: 2.2 million shares and 1.0 million shares at September 30, 2023 and December 31, 2022, respectively, at cost | (14,194) | (4,587) |
Preferred stock, $0.0001 par value Authorized: 0.5 million, after designation of the Convertible Preferred Stock Issued and outstanding: none at September 30, 2023 and December 31, 2022 | 0 | 0 |
Additional paid-in-capital | 753,673 | 289,084 |
Accumulated deficit | (262,507) | (230,140) |
Total stockholders' equity | 476,998 | 54,371 |
Non-controlling interest | 340,637 | 0 |
Total equity | 817,635 | 54,371 |
Total liabilities, convertible preferred stock and stockholders’ equity | 2,898,416 | 312,430 |
Series A Convertible Preferred Stock [Member] | ||
Current liabilities | ||
Convertible Preferred Stock | 0 | 73,026 |
Series B Convertible Preferred Stock [Member] | ||
Current liabilities | ||
Convertible Preferred Stock | 0 | 73,408 |
Series C Convertible Preferred Stock [Member] | ||
Current liabilities | ||
Convertible Preferred Stock | $ 0 | $ 56,009 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares shares in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 480,000 | 480,000 |
Common stock, shares issued (in shares) | 256,500 | 143,500 |
Common stock, shares outstanding (in shares) | 256,500 | 143,500 |
Treasury stock, common shares (in shares) | 2,200 | 1,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 500 | 500 |
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) | 0 | 82,948 |
Temporary equity, shares outstanding (in shares) | 0 | 82,948 |
Series B Convertible Preferred Stock [Member] | ||
Temporary equity, liquidation preference (in dollars per share) | $ 1,000 | $ 1,000 |
Temporary equity, shares issued (in shares) | 0 | 79,239 |
Temporary equity, shares outstanding (in shares) | 0 | 79,239 |
Series C Convertible Preferred Stock [Member] | ||
Temporary equity, liquidation preference (in dollars per share) | $ 1,000 | $ 1,000 |
Temporary equity, shares issued (in shares) | 0 | 59,366 |
Temporary equity, shares outstanding (in shares) | 0 | 59,366 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expenses | ||||
General and administrative expense | 32,128 | 14,616 | 85,195 | 29,233 |
Development expense, net | 1,083 | 1,133 | 1,965 | 3,870 |
Lease expense | 2,582 | 299 | 3,245 | 808 |
Depreciation expense | 42 | 41 | 117 | 129 |
Total operating expenses | 35,835 | 16,089 | 90,522 | 34,040 |
Total operating loss | (35,835) | (16,089) | (90,522) | (34,040) |
Other income (expense) | ||||
Gain (loss) on common stock warrant liabilities | 3,302 | (2,773) | (2,520) | (7,192) |
Derivative gain | 240,265 | 0 | 152,816 | 0 |
Interest income | 966 | 0 | 1,329 | 0 |
Interest expense, net of capitalized interest | (32,536) | 0 | (32,536) | 0 |
Other, net | 5,682 | 65 | 5,641 | 86 |
Total other income (expense) | 217,679 | (2,708) | 124,730 | (7,106) |
Net income (loss) attributable to NextDecade Corporation | 181,844 | (18,797) | 34,208 | (41,146) |
Less: net income attributable to non-controlling interest | 67,204 | 0 | 67,204 | 0 |
Less: preferred stock dividends | 7,030 | 6,248 | 20,484 | 17,777 |
Net income (loss) attributable to common stockholders | $ 107,610 | $ (25,045) | $ (53,480) | $ (58,923) |
Net income (loss) per common share - basic (in dollars per share) | $ 0.48 | $ (0.19) | $ (0.31) | $ (0.47) |
Net income (loss) per common share - diluted (in dollars per share) | $ 0.48 | $ (0.19) | $ (0.31) | $ (0.47) |
Weighted average shares outstanding - basic (in shares) | 222,466 | 129,418 | 173,720 | 125,716 |
Weighted average shares outstanding - diluted (in shares) | 226,336 | 129,418 | 173,720 | 125,716 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity and Convertible Preferred Stock (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Treasury Stock, Common and Preferred [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] | Noncontrolling Interest [Member] | Total |
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 | $ 0 | $ 54,371 |
Share-based compensation | $ 0 | $ 0 | 21,677 | 0 | 0 | 0 | 0 | 0 | 21,677 |
Restricted stock vesting (in shares) | 3,901 | 0 | |||||||
Restricted stock vesting | $ 0 | $ 0 | 558 | 0 | 0 | 0 | 0 | 0 | 558 |
Shares repurchased related to share-based compensation (in shares) | (1,194) | 1,194 | |||||||
Shares repurchased related to share-based compensation | $ 0 | $ (9,607) | 0 | 0 | 0 | 0 | 0 | 0 | (9,607) |
Issuance of common stock, net (in shares) | 50,736 | 0 | |||||||
Issuance of common stock, net | $ 6 | $ 0 | 254,394 | 0 | 0 | 0 | 0 | 0 | 254,400 |
Rio Bravo Pipeline, LLC de-consolidation | 0 | 0 | 0 | 629 | 0 | 0 | 0 | 0 | 629 |
Sale of equity in Intermediate Holdings | 0 | 0 | (14,424) | 0 | 0 | 0 | 0 | 273,433 | 259,009 |
Preferred stock dividends | $ 0 | $ 0 | (20,484) | 0 | 7,658 | 7,304 | 5,469 | 0 | (20,484) |
Preferred stock conversion (in shares) | 59,542 | 0 | |||||||
Preferred stock conversion | $ 6 | $ 0 | 222,868 | 0 | (80,684) | (80,712) | (61,478) | 0 | 222,874 |
Net income (loss) attributable to NextDecade Corporation | $ 0 | $ 0 | 0 | (32,996) | 0 | 0 | 0 | 67,204 | 34,208 |
Balance (in shares) at Sep. 30, 2023 | 256,534 | 2,185 | |||||||
Balance at Sep. 30, 2023 | $ 26 | $ (14,194) | 753,673 | (262,507) | 0 | 0 | 0 | 340,637 | 817,635 |
Balance at Dec. 31, 2022 | 54,371 | ||||||||
Balance at Sep. 30, 2023 | 476,998 | ||||||||
Balance (in shares) at Jun. 30, 2023 | 157,494 | 1,003 | |||||||
Balance at Jun. 30, 2023 | $ 16 | $ (4,657) | 362,735 | (377,776) | 78,056 | 78,206 | 59,602 | 0 | (19,682) |
Share-based compensation | $ 0 | $ 0 | 9,570 | 0 | 0 | 0 | 0 | 0 | 9,570 |
Restricted stock vesting (in shares) | 3,806 | 0 | |||||||
Restricted stock vesting | $ 0 | $ 0 | 558 | 0 | 0 | 0 | 0 | 0 | 558 |
Shares repurchased related to share-based compensation (in shares) | (1,182) | 1,182 | |||||||
Shares repurchased related to share-based compensation | $ 0 | $ (9,537) | 0 | 0 | 0 | 0 | 0 | 0 | (9,537) |
Issuance of common stock, net (in shares) | 36,874 | 0 | |||||||
Issuance of common stock, net | $ 4 | $ 0 | 179,396 | 0 | 0 | 0 | 0 | 0 | 179,400 |
Rio Bravo Pipeline, LLC de-consolidation | 0 | 0 | 0 | 629 | 0 | 0 | 0 | 0 | 629 |
Sale of equity in Intermediate Holdings | 0 | 0 | (14,424) | 0 | 0 | 0 | 0 | 273,433 | 259,009 |
Preferred stock dividends | $ 0 | $ 0 | (7,030) | 0 | 2,628 | 2,506 | 1,876 | 0 | (7,030) |
Preferred stock conversion (in shares) | 59,542 | 0 | |||||||
Preferred stock conversion | $ 6 | $ 0 | 222,868 | 0 | (80,684) | (80,712) | (61,478) | 0 | 222,874 |
Net income (loss) attributable to NextDecade Corporation | $ 0 | $ 0 | 0 | 114,640 | 0 | 0 | 0 | 67,204 | 181,844 |
Balance (in shares) at Sep. 30, 2023 | 256,534 | 2,185 | |||||||
Balance at Sep. 30, 2023 | $ 26 | $ (14,194) | $ 753,673 | $ (262,507) | $ 0 | $ 0 | $ 0 | $ 340,637 | 817,635 |
Balance at Sep. 30, 2023 | $ 476,998 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Operating activities: | |||||
Net income (loss) attributable to NextDecade Corporation | $ 181,844 | $ 34,208 | $ (41,146) | ||
Adjustment to reconcile net loss to net cash used in operating activities | |||||
Depreciation | 42 | $ 41 | 117 | 129 | |
Share-based compensation expense | 22,055 | 3,555 | |||
Loss on common stock warrant liabilities | (3,302) | 2,773 | 2,520 | 7,192 | |
Derivative gain | (240,265) | 0 | (152,816) | 0 | |
Net cash provided by settlement of derivative instruments | 1,160 | 0 | |||
Amortization of right-of-use assets | 570 | 522 | |||
Gain on sale of assets | (6,020) | 0 | |||
Amortization of debt issuance costs | 25,670 | 0 | $ 0 | ||
Interest Expense | 2,929 | 0 | |||
Amortization of other non-current assets | 0 | 354 | |||
Changes in operating assets and liabilities: | |||||
Prepaid expenses and other current assets | (1,121) | (460) | |||
Accounts payable | 3,313 | 294 | |||
Operating lease liabilities | 330 | (482) | |||
Accrued expenses and other liabilities | 14,458 | 2,081 | |||
Net cash used in operating activities | (52,627) | (27,961) | |||
Investing activities: | |||||
Acquisition of property, plant and equipment | (996,467) | (5,673) | |||
Acquisition of other non-current assets | (13,971) | (5,343) | |||
Net cash used in investing activities | (1,010,438) | (11,016) | |||
Financing activities: | |||||
Proceeds from debt issuance | 1,409,000 | 0 | |||
Proceeds from sale of equity in Intermediate Holdings | 278,962 | 0 | |||
Proceeds from sale of Rio Bravo Pipeline, LLC | 4,393 | 0 | |||
Proceeds from sale of Series C Convertible Preferred Stock | 0 | 10,500 | |||
Proceeds from sale of common stock | 254,400 | 115,000 | |||
Debt and equity issuance costs | (490,960) | (2) | |||
Preferred stock dividends | (53) | (38) | |||
Shares repurchased related to share-based compensation | (9,607) | (2,812) | |||
Net cash provided by financing activities | 1,446,135 | 122,648 | |||
Net increase in cash and cash equivalents | 383,070 | 83,671 | |||
Cash and cash equivalents – beginning of period | 62,789 | 25,552 | 25,552 | ||
Cash and cash equivalents – end of period | 445,859 | 109,223 | 445,859 | 109,223 | 62,789 |
Balance per Consolidated Balance Sheets: | |||||
Cash and cash equivalents | 50,847 | 50,847 | 62,789 | ||
Restricted cash | 395,012 | 395,012 | |||
Total cash, cash equivalents and restricted cash | $ 445,859 | $ 109,223 | $ 445,859 | $ 109,223 | $ 62,789 |
Note 1 - Background and Basis o
Note 1 - Background and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Business Description and Basis of Presentation [Text Block] | Note 1 NextDecade Corporation (“we” or the “Company”) is engaged in construction and development activities related to the liquefaction of natural gas and sale of liquefied natural gas (“LNG”) and the capture and storage of CO 2 July 2023 , first three 1” two third Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with Rule 10 01 X. not 10 December 31, 2022 three nine September 30, 2023 not 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 until the commencement of operations at the Rio Grande LNG Facility and, as a result, the Company will require additional capital to fund its operations and execute its business plan. As of September 30, 2023 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 by managing certain operating and overhead costs. The Company's ability to raise additional capital in the equity and debt markets, should the Company choose to do so, is dependent on a number of factors, including, but not no These consolidated financial statements have been prepared on a going concern basis and do not may no |
Note 2 - Prepaid Expenses and O
Note 2 - Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Prepaid Expense and Other Current Assets [Text Block] | Note 2 Prepaid expenses and other current assets consisted of the following (in thousands): September 30, December 31, 2023 2022 Prepaid subscriptions $ 1,112 $ 423 Prepaid insurance 1,032 619 Other 126 107 Total prepaid expenses and other current assets $ 2,270 $ 1,149 |
Note 3 - Sale of Equity Interes
Note 3 - Sale of Equity Interests in Rio Bravo | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | Note 3 On March 2, 2020, If Rio Grande or its affiliate failed to issue a full notice to proceed to the Bechtel Energy, Inc. (“Bechtel”) under the EPC agreements for Phase 1 December 31, 2024, July 12, 2023. September 30, 2023 Buyer paid $15.0 million of the purchase price to NextDecade LLC at the closing of the transaction and the remainder of approximately $4.4 million was paid in July 2023 |
Note 4 - Property, Plant and Eq
Note 4 - Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | Note 4 Property, plant and equipment consisted of the following (in thousands): September 30, December 31, 2023 2022 Fixed Assets Computers $ 779 $ 780 Furniture, fixtures, and equipment 610 610 Vehicles 166 0 Leasehold improvements 3,086 101 Total fixed assets 4,641 1,491 Less: accumulated depreciation (1,123 ) (1,006 ) Total fixed assets, net 3,518 485 Project Assets (not placed in service) Rio Grande LNG Facility 1,710,278 197,144 Pipeline — 21,017 Total Project Assets 1,710,278 218,161 Total property, plant and equipment, net $ 1,713,796 $ 218,646 Depreciation expense was $42 thousand and $41 thousand for the three September 30, 2023 2022 nine September 30, 2023 2022 |
Note 5 - Derivatives
Note 5 - Derivatives | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | Note 5 In July 2023, 9 Debt September 30, 2023, Initial Notional Amount Maximum Notional Amount Maturity Weighted Average Fixed Interest Rate Paid Variable Interest Rate Received $ 123,000 $ 8,500,000 July 12, 2030 3.4 % USD - SOFR The Swaps are not The Company values the Swaps using an income-based approach based on observable inputs to the valuation model including interest rate curves, risk adjusted discount rates, credit spreads and other relevant data. The fair value of the Swaps is approximately $151.7 million as of September 30, 2023, 2 |
Note 6 - Leases
Note 6 - Leases | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | Note 6 Our leased assets consist of office space and the Rio Grande site lease. On July 12, 2023, Operating lease right-of-use assets are as follows (in thousands): September 30, December 31, 2023 2022 Office leases $ 14,263 $ 1,474 Land lease 157,883 — Total operating lease right-of-use assets, net $ 172,146 $ 1,474 Operating lease liabilities are as follows (in thousands): September 30, December 31, 2023 2022 Office leases $ 856 $ 1,093 Land lease 2,523 — Total current lease liabilities $ 3,379 $ 1,093 Non-current office leases 13,782 465 Non-current land leases 132,556 — Total lease liabilities $ 149,717 $ 1,558 Operating lease expense is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Office leases $ 676 $ 230 $ 1,286 $ 608 Land lease 1,880 — 1,880 — Total operating lease expense 2,556 230 3,166 608 Short-term lease expense 26 69 79 200 Total lease expense $ 2,582 $ 299 $ 3,245 $ 808 Maturity of operating lease liabilities as of September 30, 2023 2023 (remaining) $ 2,166 2024 8,022 2025 7,609 2026 9,522 2027 9,565 Thereafter 208,851 Total undiscounted lease payments 245,735 Discount to present value (96,018 ) Present value of lease liabilities $ 149,717 Weighted average remaining lease term - years 27.9 Weighted average discount rate - percent 4.0 Other information related to our operating leases is as follows (in thousands): Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities: Cash flows from operating activities $ 968 $ 684 Noncash right-of-use assets recorded for operating lease liabilities: In exchange for new operating lease liabilities during the period $ 147,829 $ 1,332 |
Note 7 - Other Non-current Asse
Note 7 - Other Non-current Assets | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Other Assets Disclosure [Text Block] | Note 7 Other non-current assets consisted of the following (in thousands): September 30, December 31, 2023 2022 Permitting costs (1) $ — $ 8,540 Rio Grande Site Lease initial direct costs (2) — 19,647 Contributions in aid of construction 7,534 — Deposits and other 3,487 185 Total other non-current assets $ 11,021 $ 28,372 ( 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 July 2023 1 ( 2 Rio Grande Site Lease initial direct costs were reclassified to operating lease right-of-use asset in July 2023 |
Note 8 - Accrued Liabilities an
Note 8 - Accrued Liabilities and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
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): September 30, December 31, 2023 2022 Employee compensation expense $ 7,534 $ 6,650 Rio Grande LNG Facility costs 191,957 12,046 Debt issuance costs 536 — Accrued interest 12,232 — Permitting costs — 279 Accrued legal services — 3,124 Share-based compensation liability — 182 Other accrued liabilities 852 903 Total accrued liabilities and other current liabilities $ 213,111 $ 23,184 |
Note 9 - Debt
Note 9 - Debt | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 9 Our debt consists of long-term secured debt securities and credit agreements with banks and other lenders. Debt issuances are placed directly by us or through securities dealers, underwriters, or lead arrangers and are held by institutional investors, banks and other lenders. Debt is recorded on our Consolidated Balance Sheets at outstanding principal value, net of unamortized debt issuance costs related to term notes and loans. Debt issuance costs consist primarily of arrangement fees, professional fees, legal fees and in certain cases, commitment fees. If debt issuance costs are incurred in connection with a line of credit arrangement or on undrawn funds, the debt issuance costs are presented as an asset on our Consolidated Balance Sheets. Discounts, premiums and debt issuance costs directly related to the issuance of debt are amortized over the life of the debt and are recorded in interest expense, net of capitalized interest using the effective interest method. We classify debt as current or non-current on our Consolidated Balance Sheets based on contractual maturity; however, long-term debt extinguished after the balance sheet date but before the financial statements are issued would be classified based on facts and circumstances existing as of the balance sheet date. Debt consisted of the following (in thousands): September 30, 2023 December 31, 2022 Senior Secured Notes and Loans 6.67 $ 700,000 $ — 6.72 356,000 — Total Senior Secured Notes and Loans 1,056,000 — Credit Facilities CD Senior Working Capital Facility — — CD Credit Facility 327,000 — TCF Credit Facility 26,000 — Total Debt 1,409,000 — Current Portion of debt — — Non-current portion of unamortized debt issuance costs, net 27,175 — Total non-current debt, net of unamortized debt issuance costs $ 1,381,825 $ — Senior Secured Notes and Loans Rio Grande 6.67% 2033 The 6.67% Senior Secured Notes (the “Senior Secured Notes”) are senior secured obligations of Rio Grande, ranking senior in right of payment to any and all of Rio Grande’s future indebtedness that is subordinated to the Senior Secured Notes and equal in right of payment with Rio Grande’s other existing and future indebtedness that is senior and secured by the same collateral securing the Senior Secured Notes. The Senior Secured Notes are secured on a first pari passu Rio Grande 6.72% 2033 The 6.72% Senior Secured Loans (the “Senior Secured Loans”) are senior secured obligations of Rio Grande, ranking senior in right of payment to any and all of Rio Grande’s future indebtedness that is subordinated to the Senior Secured Loans and equal in right of payment with Rio Grande’s other existing and future indebtedness that is senior and secured by the same collateral securing the Senior Secured Loans. The Senior Secured Loans are secured on a first pari passu Debt Maturities Years Ending December 31, Principal Payments 2023 $ — 2024 — 2025 — 2026 — 2027 — Thereafter 1,409,000 Total $ 1,409,000 Credit Facilities Below is a summary of our committed credit facilities outstanding as of September 30, 2023 ( CD Senior Working Capital Facility (1) CD Credit Facility (1) TCF Credit Facility (2) Total Facility Size $ 500,000 $ 9,963,000 $ 800,000 Less: Outstanding balance — 327,000 26,000 Letters of credit issued 66,362 — — Available commitment $ 433,638 $ 9,636,000 $ 774,000 Priority ranking Senior secured Senior secured Senior secured Interest rate on outstanding balance SOFR plus margin of 2.25% SOFR plus margin of 2.25% SOFR plus margin of 2.25% Commitment fees on undrawn balance 0.68 % 0.68 % 0.68 % Maturity Date July 12, 2030 July 12, 2030 July 12, 2030 ( 1 The obligations of Rio Grande under the CD Senior Working Capital Facility and CD Credit Facility are secured by substantially all of the assets of Rio Grande as well as a pledge of all of the membership interests in Rio Grande on a first pari passu ( 2 The obligations of Rio Grande under the TCF Credit Agreement are secured by substantially all of the assets of Rio Grande as well as a pledge of all of the membership interests in Rio Grande on a first pari passu Restrictive Debt Covenants The CD Credit Facility and the TCF Credit Facility (collectively, the “Facilities”) include certain covenants and events of default that are supplemental to the covenants and events of default set forth in the P1 P1 1.10:1.00 may The Senior Secured Notes also contain customary terms and events of default and certain covenants that, among other things, limit Rio Grande’s ability to incur additional indebtedness, make certain investments or pay dividends or distributions on equity interests or subordinated indebtedness or purchase, redeem, or retire equity interests, sell or transfer assets, incur liens, dissolve, liquidate, consolidate, merge, or sell or lease all or substantially all of Rio Grande’s assets. The Senior Secured Notes further require Rio Grande to submit certain reports and information to the trustee and holders of the Senior Secured Notes, maintain certain LNG offtake agreements, and maintain a debt service coverage ratio of at least 1.10:1.00 P1 The Senior Secured Loan Agreement contains customary terms and events of default and certain covenants that, among other things, limit Rio Grande’s ability to incur additional indebtedness, make certain investments or pay dividends or distributions on equity interests or subordinated indebtedness or purchase, redeem, or retire equity interests, sell or transfer assets, incur liens, dissolve, liquidate, consolidate, merge, or sell or lease all or substantially all of Rio Grande’s assets. The Senior Secured Loan Agreement further requires Rio Grande to submit certain reports and information to the Administrative Agent and the lenders, maintain certain LNG offtake agreements, and maintain a debt service coverage ratio of at least 1.10:1.00 first ninety P1 As of September 30, 2023, Interest Expense Total interest expense, net of capitalized interest, consisted of the following (in thousands): September 30, 2023 December 31, 2022 Interest cost of Non-current Debt Interest per contractual rate $ 16,169 $ — Amortization of debt issuance costs 25,670 — Total Interest cost 41,839 — Capitalized interest (9,303 ) — Total interest expense, net of capitalized interest $ 32,536 $ — Fair Value Disclosures The following table shows the carrying amount and estimated fair value of our debt (in thousands): September 30, 2023 December 31, 2023 Carrying Amount Estimated Fair Value (1) Carrying Amount Estimated Fair Value Senior Notes - Level 2 $ 700,000 $ 700,000 $ — $ — Senior Loans - Level 2 356,000 356,000 — — ( 1 The Level 2 September 30, 2023. |
Note 10 - Preferred Stock and C
Note 10 - Preferred Stock and Common Stock Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
PreferredStockAndWarrants [Text Block] | 10 – Preferred Stock and Common Stock Warrants Preferred Stock As of December 31, 2022, The shares of Convertible Preferred Stock bear dividends at a rate of 12% per annum, which are cumulative and accrue daily from the respective dates of issuance on the $1,000 stated value per share. Such dividends are payable quarterly and may nine September 30, 2023 2022 July 13, 2023, June 15, 2023. July 17, 2023, On July 26, 2023, Common Stock Warrants The Company issued warrants exercisable to purchase Company common stock in connection with its issuances of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (collectively, the “Common Stock Warrants”). The Company revalues the Common Stock Warrants at each balance sheet date and recognized a gain of $3.3 million and a loss of $2.8 million during the three September 30, 2023 2022, nine September 30, 2023 2022 3 The assumptions used in the Monte Carlo simulation model to estimate the fair value of the Common Stock Warrants are as follows: September 30, December 31, 2023 2022 Stock price $ 5.12 $ 4.94 Exercise price $ 0.01 $ 0.01 Risk-free rate 5.3 % 4.6 % Volatility 81.9 % 52.5 % Term (years) 0.7 1.5 |
Note 11 - Variable Interest Ent
Note 11 - Variable Interest Entity | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Variable Interest Entity Disclosure [Text Block] | Note 11 The Company consolidates Variable Interest Entities ("VIEs") where it has been determined that the Company is the primary beneficiary of the applicable entities’ operations. For each VIE, the primary beneficiary is the party that has both the power to direct the activities that most significantly impact the VIE's economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to such VIE. In evaluating whether the Company is the primary beneficiary of each entity, the Company evaluates its power to direct the most significant activities of the VIE by considering the purpose and design of each entity and the risks each entity was designed to create and pass through to its respective variable interest holders. The Company also evaluates its economic interests in each of the VIEs. Intermediate Holdings and its wholly owned subsidiaries, including Rio Grande, have been formed to undertake Phase 1 not 1 may The following table presents the summarized assets and liabilities (in thousands) of Rio Grande, which are included in the Company's Consolidated Balance Sheets. The assets in the table below may no September 30, December 31, 2023 2022 Assets Current assets Cash $ 395,012 $ — Current derivative asset 21,047 — Prepaid expenses and other current assets 188 24 Total current assets 416,247 24 Property, plant and equipment, net 1,707,530 194,289 Operating lease right-of-use assets, net 157,883 — Debt issuance costs, net of amortization 401,668 — Non-current derivative assets 130,609 — Other non-current assets 9,374 28,187 Total assets $ 2,823,311 $ 222,500 Liabilities Current liabilities Accounts payable $ 320,277 $ 108 Accrued liabilities and other current liabilities 204,304 15,457 Current operating lease liabilities 2,531 — Total current liabilities 527,112 15,565 Non-current operating lease liabilities 132,549 — Non-current debt, net of unamortized debt issuance costs 1,381,825 — Total liabilities $ 2,041,486 $ 15,565 |
Note 12 - Stockholders' Equity
Note 12 - Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | 12 Common Stock Purchase Agreement On February 3, 2023 , five On June 13, 2023, three 1 2 1 2 3 1 2 June 14, 2023, 1 July 26, 2023, 2 September 8, 2023, 3 |
Note 13 - Net Income (Loss) Per
Note 13 - Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | Note 13 The following table (in thousands, except for income (loss) per share amounts) reconciles basic and diluted weighted average common shares outstanding for each of the three nine September 30, 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Weighted average common shares outstanding: Basic 222,466 129,418 173,720 125,716 Dilutive unvested stock and Common Stock Warrants 3,870 — — — Diluted 226,336 129,418 173,720 125,716 Net income (loss) per share attributable to common stockholders - basic $ 0.48 $ (0.19 ) $ (0.31 ) $ (0.47 ) Net income (loss) per share attributable to common stockholders - diluted $ 0.48 $ (0.19 ) $ (0.31 ) $ (0.47 ) Potentially dilutive securities not Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Unvested stock and stock units (1) — 1,918 2,133 1,751 Convertible preferred stock (2) — 47,707 — 45,653 Common Stock Warrants — 1,240 1,456 1,388 Total potentially dilutive common shares — 50,865 3,589 48,792 ( 1 Includes the impact of unvested shares containing performance conditions to the extent that the underlying performance conditions are satisfied based on actual results as of the respective dates. ( 2 On July 26, 2023, |
Note 14 - Share-based Compensat
Note 14 - Share-based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | Note 14 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 “2017 Total share-based compensation consisted of the following (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Share-based compensation expense: Equity awards $ 9,570 $ 3,041 $ 21,677 $ 3,555 Liability awards 159 — 378 — Total share-based compensation expense $ 9,729 $ 3,041 $ 22,055 $ 3,555 |
Note 15 - Income Taxes
Note 15 - Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 15 Due to our cumulative loss position, we have established a full valuation allowance against our deferred tax assets at September 30, 2023 December 31, 2022 not three nine September 30, 2023 2022 |
Note 16 - Commitments and Conti
Note 16 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 16 Legal Proceedings From time to time the Company may September 30, 2023 not not |
Note 17 - Recent Accounting Pro
Note 17 - Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Accounting Standards Update and Change in Accounting Principle [Text Block] | Note 17 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 18 - Supplemental Cash Flo
Note 18 - Supplemental Cash Flows | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Cash Flow, Supplemental Disclosures [Text Block] | Note 18 The following table provides supplemental disclosure of cash flow information (in thousands): Nine Months Ended September 30, 2023 2022 Cash paid for interest, net of amounts capitalized $ 1,330 $ — Non-cash investing activities: Accounts payable for acquisition of property, plant and equipment $ 322,539 $ 470 Accrued liabilities for acquisition of property, plant and equipment 191,911 3,904 Non-cash financing activities: Paid-in-kind dividends on Convertible Preferred Stock $ 20,431 $ 17,722 Accounts payable for debt and equity issuance costs — 3,888 Accrued liabilities for debt and equity issuance costs 536 83 |
Note 2 - Prepaid Expenses and_2
Note 2 - Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Prepaid Expense and Other Current Assets [Table Text Block] | September 30, December 31, 2023 2022 Prepaid subscriptions $ 1,112 $ 423 Prepaid insurance 1,032 619 Other 126 107 Total prepaid expenses and other current assets $ 2,270 $ 1,149 |
Note 4 - Property, Plant and _2
Note 4 - Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | September 30, December 31, 2023 2022 Fixed Assets Computers $ 779 $ 780 Furniture, fixtures, and equipment 610 610 Vehicles 166 0 Leasehold improvements 3,086 101 Total fixed assets 4,641 1,491 Less: accumulated depreciation (1,123 ) (1,006 ) Total fixed assets, net 3,518 485 Project Assets (not placed in service) Rio Grande LNG Facility 1,710,278 197,144 Pipeline — 21,017 Total Project Assets 1,710,278 218,161 Total property, plant and equipment, net $ 1,713,796 $ 218,646 |
Note 5 - Derivatives (Tables)
Note 5 - Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Derivative Instruments [Table Text Block] | Initial Notional Amount Maximum Notional Amount Maturity Weighted Average Fixed Interest Rate Paid Variable Interest Rate Received $ 123,000 $ 8,500,000 July 12, 2030 3.4 % USD - SOFR |
Note 6 - Leases (Tables)
Note 6 - Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Lessee, Operating Lease Right-of-use Assets and Liabilities [Table Text Block] | September 30, December 31, 2023 2022 Office leases $ 14,263 $ 1,474 Land lease 157,883 — Total operating lease right-of-use assets, net $ 172,146 $ 1,474 September 30, December 31, 2023 2022 Office leases $ 856 $ 1,093 Land lease 2,523 — Total current lease liabilities $ 3,379 $ 1,093 Non-current office leases 13,782 465 Non-current land leases 132,556 — Total lease liabilities $ 149,717 $ 1,558 |
Lease, Cost [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Office leases $ 676 $ 230 $ 1,286 $ 608 Land lease 1,880 — 1,880 — Total operating lease expense 2,556 230 3,166 608 Short-term lease expense 26 69 79 200 Total lease expense $ 2,582 $ 299 $ 3,245 $ 808 Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities: Cash flows from operating activities $ 968 $ 684 Noncash right-of-use assets recorded for operating lease liabilities: In exchange for new operating lease liabilities during the period $ 147,829 $ 1,332 |
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block] | 2023 (remaining) $ 2,166 2024 8,022 2025 7,609 2026 9,522 2027 9,565 Thereafter 208,851 Total undiscounted lease payments 245,735 Discount to present value (96,018 ) Present value of lease liabilities $ 149,717 Weighted average remaining lease term - years 27.9 Weighted average discount rate - percent 4.0 |
Note 7 - Other Non-current As_2
Note 7 - Other Non-current Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Other Assets, Noncurrent [Table Text Block] | September 30, December 31, 2023 2022 Permitting costs (1) $ — $ 8,540 Rio Grande Site Lease initial direct costs (2) — 19,647 Contributions in aid of construction 7,534 — Deposits and other 3,487 185 Total other non-current assets $ 11,021 $ 28,372 |
Note 8 - Accrued Liabilities _2
Note 8 - Accrued Liabilities and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Accrued Expenses and Other Current Liabilities [Table Text Block] | September 30, December 31, 2023 2022 Employee compensation expense $ 7,534 $ 6,650 Rio Grande LNG Facility costs 191,957 12,046 Debt issuance costs 536 — Accrued interest 12,232 — Permitting costs — 279 Accrued legal services — 3,124 Share-based compensation liability — 182 Other accrued liabilities 852 903 Total accrued liabilities and other current liabilities $ 213,111 $ 23,184 |
Note 9 - Debt (Tables)
Note 9 - Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | September 30, 2023 December 31, 2022 Senior Secured Notes and Loans 6.67 $ 700,000 $ — 6.72 356,000 — Total Senior Secured Notes and Loans 1,056,000 — Credit Facilities CD Senior Working Capital Facility — — CD Credit Facility 327,000 — TCF Credit Facility 26,000 — Total Debt 1,409,000 — Current Portion of debt — — Non-current portion of unamortized debt issuance costs, net 27,175 — Total non-current debt, net of unamortized debt issuance costs $ 1,381,825 $ — |
Schedule of Maturities of Long-Term Debt [Table Text Block] | Years Ending December 31, Principal Payments 2023 $ — 2024 — 2025 — 2026 — 2027 — Thereafter 1,409,000 Total $ 1,409,000 |
Schedule of Line of Credit Facilities [Table Text Block] | CD Senior Working Capital Facility (1) CD Credit Facility (1) TCF Credit Facility (2) Total Facility Size $ 500,000 $ 9,963,000 $ 800,000 Less: Outstanding balance — 327,000 26,000 Letters of credit issued 66,362 — — Available commitment $ 433,638 $ 9,636,000 $ 774,000 Priority ranking Senior secured Senior secured Senior secured Interest rate on outstanding balance SOFR plus margin of 2.25% SOFR plus margin of 2.25% SOFR plus margin of 2.25% Commitment fees on undrawn balance 0.68 % 0.68 % 0.68 % Maturity Date July 12, 2030 July 12, 2030 July 12, 2030 |
Interest Income and Interest Expense Disclosure [Table Text Block] | September 30, 2023 December 31, 2022 Interest cost of Non-current Debt Interest per contractual rate $ 16,169 $ — Amortization of debt issuance costs 25,670 — Total Interest cost 41,839 — Capitalized interest (9,303 ) — Total interest expense, net of capitalized interest $ 32,536 $ — |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block] | September 30, 2023 December 31, 2023 Carrying Amount Estimated Fair Value (1) Carrying Amount Estimated Fair Value Senior Notes - Level 2 $ 700,000 $ 700,000 $ — $ — Senior Loans - Level 2 356,000 356,000 — — |
Note 10 - Preferred Stock and_2
Note 10 - Preferred Stock and Common Stock Warrants (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | September 30, December 31, 2023 2022 Stock price $ 5.12 $ 4.94 Exercise price $ 0.01 $ 0.01 Risk-free rate 5.3 % 4.6 % Volatility 81.9 % 52.5 % Term (years) 0.7 1.5 |
Note 11 - Variable Interest E_2
Note 11 - Variable Interest Entity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Variable Interest Entities [Table Text Block] | September 30, December 31, 2023 2022 Assets Current assets Cash $ 395,012 $ — Current derivative asset 21,047 — Prepaid expenses and other current assets 188 24 Total current assets 416,247 24 Property, plant and equipment, net 1,707,530 194,289 Operating lease right-of-use assets, net 157,883 — Debt issuance costs, net of amortization 401,668 — Non-current derivative assets 130,609 — Other non-current assets 9,374 28,187 Total assets $ 2,823,311 $ 222,500 Liabilities Current liabilities Accounts payable $ 320,277 $ 108 Accrued liabilities and other current liabilities 204,304 15,457 Current operating lease liabilities 2,531 — Total current liabilities 527,112 15,565 Non-current operating lease liabilities 132,549 — Non-current debt, net of unamortized debt issuance costs 1,381,825 — Total liabilities $ 2,041,486 $ 15,565 |
Note 13 - Net Income (Loss) P_2
Note 13 - Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Weighted average common shares outstanding: Basic 222,466 129,418 173,720 125,716 Dilutive unvested stock and Common Stock Warrants 3,870 — — — Diluted 226,336 129,418 173,720 125,716 Net income (loss) per share attributable to common stockholders - basic $ 0.48 $ (0.19 ) $ (0.31 ) $ (0.47 ) Net income (loss) per share attributable to common stockholders - diluted $ 0.48 $ (0.19 ) $ (0.31 ) $ (0.47 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Unvested stock and stock units (1) — 1,918 2,133 1,751 Convertible preferred stock (2) — 47,707 — 45,653 Common Stock Warrants — 1,240 1,456 1,388 Total potentially dilutive common shares — 50,865 3,589 48,792 |
Note 14 - Share-based Compens_2
Note 14 - Share-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award [Table Text Block] | Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Share-based compensation expense: Equity awards $ 9,570 $ 3,041 $ 21,677 $ 3,555 Liability awards 159 — 378 — Total share-based compensation expense $ 9,729 $ 3,041 $ 22,055 $ 3,555 |
Note 18 - Supplemental Cash F_2
Note 18 - Supplemental Cash Flows (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | Nine Months Ended September 30, 2023 2022 Cash paid for interest, net of amounts capitalized $ 1,330 $ — Non-cash investing activities: Accounts payable for acquisition of property, plant and equipment $ 322,539 $ 470 Accrued liabilities for acquisition of property, plant and equipment 191,911 3,904 Non-cash financing activities: Paid-in-kind dividends on Convertible Preferred Stock $ 20,431 $ 17,722 Accounts payable for debt and equity issuance costs — 3,888 Accrued liabilities for debt and equity issuance costs 536 83 |
Note 1 - Background and Basis_2
Note 1 - Background and Basis of Presentation (Details Textual) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents, at Carrying Value | $ 50,847 | $ 62,789 |
Note 2 - Prepaid Expenses and_3
Note 2 - Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Prepaid subscriptions | $ 1,112 | $ 423 |
Prepaid insurance | 1,032 | 619 |
Other | 126 | 107 |
Total prepaid expenses and other current assets | $ 2,270 | $ 1,149 |
Note 3 - Sale of Equity Inter_2
Note 3 - Sale of Equity Interests in Rio Bravo (Details Textual) - Rio Bravo [Member] - USD ($) $ in Millions | 1 Months Ended | |
Mar. 02, 2020 | Jul. 31, 2023 | |
Disposal Group, Including Discontinued Operation, Consideration | $ 19.4 | |
Proceeds from Divestiture of Businesses | $ 15 | $ 4.4 |
Note 4 - Property, Plant and _3
Note 4 - Property, Plant and Equipment (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Depreciation | $ 42 | $ 41 | $ 117 | $ 129 |
Note 4 - Property, Plant and _4
Note 4 - Property, Plant and Equipment - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, plant and equipment, net | $ 1,713,796 | $ 218,646 |
Property, plant and equipment, net | 1,713,796 | 218,646 |
Computer Equipment [Member] | ||
Property, plant and equipment, gross | 779 | 780 |
Furniture and Fixtures [Member] | ||
Property, plant and equipment, gross | 610 | 610 |
Vehicles [Member] | ||
Property, plant and equipment, gross | 166 | 0 |
Leasehold Improvements [Member] | ||
Property, plant and equipment, gross | 3,086 | 101 |
Excluding Construction in Progress [Member] | ||
Property, plant and equipment, gross | 4,641 | 1,491 |
Less: accumulated depreciation | (1,123) | (1,006) |
Property, plant and equipment, net | 3,518 | 485 |
Property, plant and equipment, net | 3,518 | 485 |
Construction in Progress [Member] | ||
Property, plant and equipment, gross | 1,710,278 | 218,161 |
Construction in Progress [Member] | Rio Grande [Member] | ||
Property, plant and equipment, gross | 1,710,278 | 197,144 |
Construction in Progress [Member] | Rio Bravo [Member] | ||
Property, plant and equipment, gross | $ 0 | $ 21,017 |
Note 5 - Derivatives (Details T
Note 5 - Derivatives (Details Textual) $ in Millions | Sep. 30, 2023 USD ($) |
Fair Value, Inputs, Level 2 [Member] | Contingent Interest Rate Swaps [Member] | |
Derivative Liability | $ 151.7 |
Note 5 - Derivatives - Interest
Note 5 - Derivatives - Interest Rate Swaps Outstanding (Details) - Rio Grande [Member] - Contingent Interest Rate Swaps [Member] $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Initial Notional Amount | $ 123 |
Maturity Date | Jul. 12, 2030 |
Variable Interest Rate Received | 3.40% |
Maximum [Member] | |
Initial Notional Amount | $ 8,500 |
Note 6 - Leases - Supplemental
Note 6 - Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Operating lease right-of-use assets, net | $ 172,146 | $ 1,474 |
Current lease liabilities | 3,379 | 1,093 |
Non-current leases | 146,338 | 465 |
Lease liabilities | 149,717 | 1,558 |
Office Leases [Member] | ||
Operating lease right-of-use assets, net | 14,263 | 1,474 |
Current lease liabilities | 856 | 1,093 |
Non-current leases | 13,782 | 465 |
Land Lease [Member] | ||
Operating lease right-of-use assets, net | 157,883 | 0 |
Current lease liabilities | 2,523 | 0 |
Non-current leases | $ 132,556 | $ 0 |
Note 6 - Leases - Lease Expense
Note 6 - Leases - Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating lease expense | $ 2,556 | $ 230 | $ 3,166 | $ 608 |
Short-term lease expense | 26 | 69 | 79 | 200 |
Total lease expense | 2,582 | 299 | 3,245 | 808 |
Cash flows from operating activities | 968 | 684 | ||
In exchange for new operating lease liabilities during the period | 147,829 | 1,332 | ||
Office Leases [Member] | ||||
Operating lease expense | 676 | 230 | 1,286 | 608 |
Land Lease [Member] | ||||
Operating lease expense | $ 1,880 | $ 0 | $ 1,880 | $ 0 |
Note 6 - Leases - Maturity of O
Note 6 - Leases - Maturity of Operating Lease (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
2023 (remaining) | $ 2,166 | |
2024 | 8,022 | |
2025 | 7,609 | |
2026 | 9,522 | |
2027 | 9,565 | |
Thereafter | 208,851 | |
Total undiscounted lease payments | 245,735 | |
Discount to present value | (96,018) | |
Present value of lease liabilities | $ 149,717 | $ 1,558 |
Weighted average remaining lease term - years (Year) | 27 years 10 months 24 days | |
Weighted average discount rate - percent | 4% |
Note 7 - Other Non-current As_3
Note 7 - Other Non-current Assets - Schedule of Other Non-current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
Permitting costs | [1] | $ 0 | $ 8,540 |
Rio Grande Site Lease initial direct costs (2) | [2] | 0 | 19,647 |
Contributions in aid of construction | 7,534 | 0 | |
Deposits and other | 3,487 | 185 | |
Total other non-current assets | $ 11,021 | $ 28,372 | |
[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 Rio Grande LNG Facility. Permitting costs were reclassified to property, plant and equipment in July 2023 with the positive final investment decision on phase 1 of the Rio Grande LNG Facility.[2]Rio Grande Site Lease initial direct costs were reclassified to operating lease right-of-use asset in July 2023 upon commencement of the Rio Grande site lease. |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Employee compensation expense | $ 7,534 | $ 6,650 |
Rio Grande LNG Facility costs | 191,957 | 12,046 |
Debt issuance costs | 536 | 0 |
Accrued interest | 12,232 | 0 |
Permitting costs, Current | 0 | 279 |
Accrued legal services | 0 | 3,124 |
Share-based compensation liability | 0 | 182 |
Other accrued liabilities | 852 | 903 |
Total accrued liabilities and other current liabilities | $ 213,111 | $ 23,184 |
Note 9 - Debt (Details Textual)
Note 9 - Debt (Details Textual) - Rio Grande [Member] | 3 Months Ended |
Sep. 30, 2023 | |
CD Credit Facility and TCF Credit Facility [Member] | |
Debt Instrument, Covenant, Minimum Percentage of Projected Principal Amount Outstanding Be Hedged | 75% |
Debt Instrument, Covenant, Historical Debt Service Coverage Ratio, Minimum | 1.1 |
Senior Secured Notes [Member] | |
Debt Instrument, Interest Rate, Stated Percentage | 6.67% |
Debt Instrument, Covenant, Historical Debt Service Coverage Ratio, Minimum | 1.1 |
Debt Instrument, Covenant, Repurchase Price, Percentage | 101% |
Senior Secured Loans [Member] | |
Debt Instrument, Interest Rate, Stated Percentage | 6.72% |
Debt Instrument, Covenant, Historical Debt Service Coverage Ratio, Minimum | 1.1 |
Debt Instrument, Covenant, Prepaid Price, Percent | 101% |
Note 9 - Debt - Summary of Debt
Note 9 - Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Total Debt | $ 1,409,000 | $ 0 |
Current Portion of debt | 0 | 0 |
Non-current portion of unamortized debt issuance costs, net | 27,175 | 0 |
Total non-current debt, net of unamortized debt issuance costs | 1,381,825 | 0 |
CD Senior Working Capital Facility [Member] | ||
Total Debt | 0 | 0 |
CD Credit Facility [Member] | ||
Total Debt | 327,000 | 0 |
TCF Credit Facility [Member] | ||
Total Debt | 26,000 | 0 |
Senior Secured Notes [Member] | ||
Total Debt | 700,000 | 0 |
Senior Secured Loans [Member] | ||
Total Debt | 356,000 | 0 |
Senior Secured Notes and Loans [Member] | ||
Total Debt | $ 1,056,000 | $ 0 |
Note 9 - Debt - Summary of De_2
Note 9 - Debt - Summary of Debt (Details) (Parentheticals) | Sep. 30, 2023 |
Senior Secured Notes [Member] | |
Interest rate | 6.67% |
Senior Secured Loans [Member] | |
Interest rate | 6.72% |
Note 9 - Debt - Schedule of Mat
Note 9 - Debt - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
2023 | $ 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Thereafter | 1,409,000 |
Total | $ 1,409,000 |
Note 9 - Debt - Summary of Cred
Note 9 - Debt - Summary of Credit Facilities Outstanding (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 USD ($) | ||
CD Senior Working Capital Facility [Member] | ||
Total Facility Size | $ 500,000 | [1] |
Outstanding balance | 0 | [1] |
Letters of credit issued | 66,362 | [1] |
Available commitment | $ 433,638 | [1] |
Commitment fees on undrawn balance | 0.68% | [1] |
Maturity Date | Jul. 12, 2030 | [1] |
CD Senior Working Capital Facility [Member] | Secured Overnight Financing Rate (SOFR) [Member] | ||
Interest rate on outstanding balance | 2.25% | [1] |
CD Credit Facility [Member] | ||
Total Facility Size | $ 9,963,000 | [1] |
Outstanding balance | 327,000 | [1] |
Letters of credit issued | 0 | [1] |
Available commitment | $ 9,636,000 | [1] |
Commitment fees on undrawn balance | 0.68% | [1] |
Maturity Date | Jul. 12, 2030 | [1] |
CD Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) [Member] | ||
Interest rate on outstanding balance | 2.25% | [1] |
TCF Credit Facility [Member] | ||
Total Facility Size | $ 800,000 | [2] |
Outstanding balance | 26,000 | [2] |
Letters of credit issued | 0 | [2] |
Available commitment | $ 774,000 | [2] |
Commitment fees on undrawn balance | 0.68% | [2] |
Maturity Date | Jul. 12, 2030 | [2] |
TCF Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) [Member] | ||
Interest rate on outstanding balance | 2.25% | [2] |
[1]The obligations of Rio Grande under the CD Credit Agreement are secured by substantially all of the assets of Rio Grande as well as a pledge of all of the membership interests in Rio Grande on a first-priority basis, pari passu with the Senior Secured Notes, the Senior Secured Loans and the loans made under the TCF Credit Facility.[2]The obligations of Rio Grande under the TCF Credit Agreement are secured by substantially all of the assets of Rio Grande as well as a pledge of all of the membership interests in Rio Grande on a first-priority basis, pari passu with the Senior Secured Notes, the Senior Secured Loans and the loans made under the CD Credit Agreement. Total Energies Holdings SAS (“Total Holdings”) provides contingent credit support to the lenders under the TCF Credit Agreement to pay past due amounts owing from Rio Grande under the agreement upon demand. |
Note 9 - Debt - Summary of Inte
Note 9 - Debt - Summary of Interest Expense (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Interest per contractual rate | $ 16,169 | $ 0 | |
Amortization of debt issuance costs | 25,670 | $ 0 | 0 |
Total Interest cost | 41,839 | 0 | |
Capitalized interest | (9,303) | 0 | |
Total interest expense, net of capitalized interest | $ 32,536 | $ 0 |
Note 9 - Debt - Carrying Amount
Note 9 - Debt - Carrying Amount and Fair Value of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Total Debt | $ 1,409,000 | $ 0 |
Note 10 - Preferred Stock and_3
Note 10 - Preferred Stock and Common Stock Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Jul. 26, 2023 | Jul. 17, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Gain (Loss) on Revaluation of Warrants | $ 3,302 | $ (2,773) | $ (2,520) | $ (7,192) | |||
Common Stock Warrants [Member] | |||||||
Gain (Loss) on Revaluation of Warrants | $ 3,300 | $ (2,800) | $ (2,500) | (7,200) | |||
Conversion of Preferred Stock into Common Stock [Member] | |||||||
Conversion of Stock, Shares Issued (in shares) | 59,542,066 | ||||||
Series A Convertible Preferred Stock [Member] | |||||||
Temporary Equity, Shares Outstanding (in shares) | 0 | 0 | 82,948,000 | ||||
Temporary Equity, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | ||||||
Series B Convertible Preferred Stock [Member] | |||||||
Temporary Equity, Shares Outstanding (in shares) | 0 | 0 | 79,239,000 | ||||
Temporary Equity, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | ||||||
Series C Convertible Preferred Stock [Member] | |||||||
Temporary Equity, Shares Outstanding (in shares) | 0 | 0 | 59,366,000 | ||||
Temporary Equity, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | ||||||
Convertible Preferred Stock [Member] | |||||||
Temporary Equity, Dividend Rate Percentage | 12% | ||||||
Temporary Equity, Issued Price Per Share (in dollars per share) | $ 1,000 | $ 1,000 | |||||
Dividends, Preferred Stock, Paid-in-kind | $ 7,000 | $ 20,500 | $ 17,700 |
Note 10 - Preferred Stock and_4
Note 10 - Preferred Stock and Common Stock Warrants - Fair Value Assumptions (Details) | Sep. 30, 2023 | Dec. 31, 2022 |
Measurement Input, Share Price [Member] | ||
Warrant measurement input | 5.12 | 4.94 |
Measurement Input, Exercise Price [Member] | ||
Warrant measurement input | 0.01 | 0.01 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Warrant measurement input | 0.053 | 0.046 |
Measurement Input, Price Volatility [Member] | ||
Warrant measurement input | 0.819 | 0.525 |
Measurement Input, Expected Term [Member] | ||
Warrant measurement input | 0.7 | 1.5 |
Note 11 - Variable Interest E_3
Note 11 - Variable Interest Entity - Schedule of Variable Interest Entities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current derivative asset | $ 21,047 | $ 0 |
Prepaid expenses and other current assets | 2,270 | 1,149 |
Total current assets | 469,176 | 63,938 |
Property, plant and equipment, net | 1,713,796 | 218,646 |
Operating lease right-of-use assets, net | 172,146 | 1,474 |
Debt issuance costs, net of amortization | 401,668 | 0 |
Non-current derivative assets | 130,609 | 0 |
Other non-current assets | 11,021 | 28,372 |
Total assets | 2,898,416 | 312,430 |
Accounts payable | 326,818 | 1,084 |
Accrued liabilities and other current liabilities | 213,111 | 23,184 |
Current operating lease liabilities | 3,379 | 1,093 |
Total current liabilities | 550,667 | 25,361 |
Non-current operating lease liabilities | 146,338 | 465 |
Total non-current debt, net of unamortized debt issuance costs | 1,381,825 | 0 |
Total liabilities | 2,080,781 | 55,616 |
Rio Grande [Member] | ||
Cash | 395,012 | |
Current derivative asset | 21,047 | |
Prepaid expenses and other current assets | 188 | 24 |
Total current assets | 416,247 | 24 |
Property, plant and equipment, net | 1,707,530 | 194,289 |
Operating lease right-of-use assets, net | 157,883 | |
Debt issuance costs, net of amortization | 401,668 | |
Non-current derivative assets | 130,609 | |
Other non-current assets | 9,374 | 28,187 |
Total assets | 2,823,311 | 222,500 |
Accounts payable | 320,277 | 108 |
Accrued liabilities and other current liabilities | 204,304 | 15,457 |
Current operating lease liabilities | 2,531 | |
Total current liabilities | 527,112 | 15,565 |
Non-current operating lease liabilities | 132,549 | |
Total non-current debt, net of unamortized debt issuance costs | 1,381,825 | |
Total liabilities | $ 2,041,486 | $ 15,565 |
Note 12 - Stockholders' Equity
Note 12 - Stockholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | ||||
Sep. 08, 2023 | Feb. 03, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 13, 2023 | |
Proceeds from Issuance of Common Stock | $ 254.4 | $ 115 | |||
Private Placement, Tranche 1 [Member] | |||||
Equity Offering, Maximum Shares to be Issued (in shares) | 8,026,165 | ||||
Equity Offering, Price Per Share (in dollars per share) | $ 4.9837 | ||||
Equity Offering, Maximum Amount | $ 40 | ||||
Private Placement, Tranche 2 [Member] | |||||
Equity Offering, Maximum Shares to be Issued (in shares) | 22,072,103 | ||||
Equity Offering, Price Per Share (in dollars per share) | $ 4.9837 | ||||
Equity Offering, Maximum Amount | $ 110 | ||||
Private Placement, Tranche 3 [Member] | |||||
Stock Issued During Period, Shares, New Issues (in shares) | 14,802,055 | ||||
Equity Offering, Maximum Amount | $ 69.4 | ||||
Equity Offering, Maximum Percentage of Outstanding Common Stock | 17.50% | ||||
HGC NEXT INV LLC [Member] | |||||
Stock Issued During Period, Shares, New Issues (in shares) | 5,835,277 | ||||
Share Price (in dollars per share) | $ 5.998 | ||||
Proceeds from Issuance of Common Stock | $ 35 |
Note 13 - Net Income (Loss) P_3
Note 13 - Net Income (Loss) Per Share (Details Textual) | Jul. 26, 2023 shares |
Conversion of Preferred Stock into Common Stock [Member] | |
Conversion of Stock, Shares Issued (in shares) | 59,542,066 |
Note 13 - Net Income (Loss) P_4
Note 13 - Net Income (Loss) Per Share - Basic and Diluted Common Shares (Details) - $ / shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Weighted average shares outstanding - basic (in shares) | 222,466 | 129,418 | 173,720 | 125,716 |
Dilutive unvested stock and Common Stock Warrants (in shares) | 3,870 | 0 | 0 | 0 |
Diluted (in shares) | 226,336 | 129,418 | 173,720 | 125,716 |
Net income (loss) per common share - basic (in dollars per share) | $ 0.48 | $ (0.19) | $ (0.31) | $ (0.47) |
Net income (loss) per common share - diluted (in dollars per share) | $ 0.48 | $ (0.19) | $ (0.31) | $ (0.47) |
Note 13 - Net Income (Loss) P_5
Note 13 - Net Income (Loss) Per Share - Anti-dilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Potentially dilutive common shares (in shares) | 0 | 50,865 | 3,589 | 48,792 | |
Unvested Stock [Member] | |||||
Potentially dilutive common shares (in shares) | [1] | 0 | 1,918 | 2,133 | 1,751 |
Convertible Preferred Stocks [Member] | |||||
Potentially dilutive common shares (in shares) | [2] | 0 | 47,707 | 0 | 45,653 |
Common Stock Warrants [Member] | |||||
Potentially dilutive common shares (in shares) | 0 | 1,240 | 1,456 | 1,388 | |
[1]Includes the impact of unvested shares containing performance conditions to the extent that the underlying performance conditions are satisfied based on actual results as of the respective dates.[2]On July 26, 2023, the Convertible Preferred Stock was converted into 59,542,066 shares of common stock. |
Note 14 - Share-based Compens_3
Note 14 - Share-based Compensation - Summary of Share-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Equity awards | $ (9,570) | $ (3,041) | $ (21,677) | $ (3,555) |
Liability awards | 159 | 0 | 378 | 0 |
Total share-based compensation expense | $ 9,729 | $ 3,041 | $ 22,055 | $ 3,555 |
Note 15 - Income Taxes (Details
Note 15 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Expense (Benefit) | $ 0 | $ 0 | $ 0 | $ 0 |