Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 01, 2019 | Jun. 29, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | NextDecade Corp. | ||
Entity Central Index Key | 1,612,720 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 137.1 | ||
Common Stock Outstanding | 109,850,774 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 3,169 | $ 35,703 |
Investment securities | 72,453 | 5,063 |
Prepaid expenses and other current assets | 1,310 | 2,099 |
Total current assets | 76,932 | 42,865 |
Property, plant and equipment, net | 92,070 | 73,226 |
Total assets | 169,002 | 116,091 |
Current liabilities | ||
Accounts payable | 719 | 726 |
Share-based compensation liability | 3,018 | 1,815 |
Accrued liabilities and other current liabilities | 8,353 | 5,856 |
Total current liabilities | 12,090 | 8,397 |
Non-current Common Stock Warrant liabilities | 7,441 | |
Non-current compensation liabilities | 2,015 | |
Non-current share-based compensation liability | 2,587 | |
Total liabilities | 19,531 | 12,999 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity | ||
Common stock, $0.0001 par value Authorized: 480.0 million shares at December 31, 2018 and December 31, 2017 Issued and outstanding: 106.9 million shares and 106.3 million shares at December 31, 2018 and December 31, 2017, respectively | 11 | 11 |
Treasury stock: 6,425 shares and zero shares at December 31, 2018 and December 31, 2017, respectively, at cost | (35) | |
Preferred stock, $0.0001 par value Authorized: 0.9 million, after designation of the Series A and Series B Convertible Preferred Stock Issued and outstanding: none at December 31, 2018 and December 31, 2017 | ||
Additional paid-in-capital | 180,862 | 158,738 |
Accumulated deficit | (97,617) | (55,617) |
Accumulated other comprehensive loss | (40) | |
Total stockholders’ equity | 83,221 | 103,092 |
Total liabilities, Series A and Series B Convertible Preferred Stock and stockholders’ equity | 169,002 | 116,091 |
Series A Convertible Preferred stock | ||
Current liabilities | ||
Convertible Preferred Stock | 40,091 | 0 |
Series B Convertible Preferred stock | ||
Current liabilities | ||
Convertible Preferred Stock | $ 26,159 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 480,000,000 | 480,000,000 |
Common stock, shares issued | 106,900,000 | 106,300,000 |
Common stock, shares outstanding | 106,900,000 | 106,300,000 |
Treasury Stock, shares | 6,425 | 0 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 900,000 | 900,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series A Convertible Preferred stock | ||
Temporary equity, liquidation preference per share | $ 1,000 | $ 1,000 |
Temporary equity, shares issued | 51,720 | 0 |
Temporary equity, shares outstanding | 51,720 | 0 |
Series B Convertible Preferred stock | ||
Temporary equity, liquidation preference per share | $ 1,000 | $ 1,000 |
Temporary equity, shares issued | 29,636 | 0 |
Temporary equity, shares outstanding | 29,636 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operations | ||
Revenues | $ 0 | $ 0 |
Operating Expenses | ||
General and administrative expenses | 35,182 | 34,551 |
Invitation to Bid Contract Costs | 6,563 | |
Land option and lease expenses | 1,099 | 981 |
Depreciation expense | 171 | 106 |
Total operating expenses | 43,015 | 35,638 |
Total operating loss | (43,015) | (35,638) |
Other income (expense) | ||
Gain on Common Stock Warrant liabilities | 164 | |
Interest income, net | 1,019 | 343 |
Other | (128) | (31) |
Total other income | 1,055 | 312 |
Net loss attributable to NextDecade Corporation | (41,960) | (35,326) |
Preferred stock dividends | (724) | |
Deemed dividends on Series A Convertible Preferred Stock | (822) | |
Net loss attributable to common stockholders | $ (43,506) | $ (35,326) |
Net loss per common share - basic and diluted | $ (0.41) | $ (0.35) |
Weighted average shares outstanding - basic and diluted | 106,564 | 100,926 |
Comprehensive Loss | ||
Net loss attributable to NextDecade Corporation | $ (41,960) | $ (35,326) |
Other comprehensive loss: | ||
Change in fair value of investments | (13) | |
Comprehensive loss | $ (41,960) | $ (35,339) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders Equity, , Series A and Series B Convertible Preferred Stock - USD ($) shares in Thousands, $ in Thousands | Series A Convertible Preferred stock | Series B Convertible Preferred stock | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total |
Balance at the beginning of the period at Dec. 31, 2016 | $ 10 | $ 88,406 | $ (20,291) | $ (27) | $ 68,098 | |||
Balance at the beginning of the period (in shares) at Dec. 31, 2016 | 95,680 | |||||||
Increase (decrease) in equity | ||||||||
Pre-merger equity issuance | 20,100 | 20,100 | ||||||
Pre-merger equity issuance (in shares) | 2,810 | |||||||
Reverse recapitalization | $ 1 | 26,773 | 26,774 | |||||
Reverse recapitalization (in shares) | 6,759 | |||||||
Issuance of stock | 10,000 | 10,000 | ||||||
Issuance of stock (in shares) | 1,026 | |||||||
Equity issuance costs | (6,295) | (6,295) | ||||||
Share-based compensation | 19,754 | 19,754 | ||||||
Other comprehensive loss | (13) | (13) | ||||||
Net loss | (35,326) | (35,326) | ||||||
Balance at the end of the period at Dec. 31, 2017 | $ 11 | $ 0 | 158,738 | (55,617) | (40) | 103,092 | ||
Balance at the end of the period (in shares) at Dec. 31, 2017 | 106,275 | 0 | ||||||
Balance at the end of the period at Dec. 31, 2017 | $ 0 | $ 0 | ||||||
Increase (decrease) in equity | ||||||||
Issuance of stock | 4,638 | 4,638 | ||||||
Issuance of stock (in shares) | 414 | |||||||
Share-based compensation | 19,032 | 19,032 | ||||||
Restricted stock vesting | 173 | |||||||
Shares repurchased related to share-based compensation | $ (35) | (35) | ||||||
Shares repurchased related to share-based compensation (in shares) | (6) | (6) | ||||||
Issuance of preferred stock - temporary equity | 38,549 | 26,159 | ||||||
Preferred stock dividends | (724) | (724) | ||||||
Deemed dividends - accretion of beneficial conversion feature | (822) | (822) | ||||||
Preferred stock dividends | 720 | |||||||
Deemed dividends - accretion of beneficial conversion feature - temporary equity | 822 | |||||||
Net loss | (41,960) | (41,960) | ||||||
Balance at the end of the period at Dec. 31, 2018 | $ 11 | $ (35) | $ 180,862 | (97,617) | 0 | $ 83,221 | ||
Balance at the end of the period (in shares) at Dec. 31, 2018 | 106,856 | 6 | ||||||
Balance at the end of the period at Dec. 31, 2018 | $ 40,091 | $ 26,159 | ||||||
Increase (decrease) in equity | ||||||||
Adoption of ASU 2016-01 | $ (40) | $ 40 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating activities: | ||
Net loss attributable to NextDecade Corporation | $ (41,960) | $ (35,326) |
Adjustment to reconcile net loss to net cash used in operating activities | ||
Depreciation | 171 | 106 |
Share-based compensation expense | 16,840 | 22,693 |
Gain on Common Stock Warrant liabilities | (164) | |
Loss on investment securities | 114 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 440 | (1,003) |
Other current assets | 349 | 349 |
Accounts payable | 124 | (137) |
Accrued expenses and other liabilities | 801 | 488 |
Net cash used in operating activities | (23,285) | (12,830) |
Investing activities: | ||
Acquisition of property, plant and equipment | (18,658) | (14,833) |
Issuance of note receivable | (115) | |
Repayment of note receivable | 115 | |
Cash received in reverse recapitalization | 26,774 | |
Proceeds from sale of investment securities | 17,113 | |
Purchase of investment securities | (84,616) | (79) |
Net cash (used in) provided by investing activities | (86,161) | 11,862 |
Financing activities: | ||
Proceeds from equity issuance | 79,055 | 30,100 |
Equity issuance costs | (2,104) | (5,953) |
Shares repurchased related to share-based compensation | (35) | |
Payment of convertible preferred stock cash dividends | (4) | |
Net cash provided by financing activities | 76,912 | 24,147 |
Net (decrease) increase in cash and cash equivalents | (32,534) | 23,179 |
Cash and cash equivalents – beginning of period | 35,703 | 12,524 |
Cash and cash equivalents – end of period | 3,169 | 35,703 |
Non-cash investing activities: | ||
Accounts payable for acquisition of property, plant and equipment | 367 | 498 |
Accrued liabilities for acquisition of property, plant and equipment | 4,014 | $ 3,317 |
Non-cash financing activities: | ||
Paid-in-kind dividends on Series A Convertible Preferred Stock | 720 | |
Accretion of deemed dividends on Series A Convertible Preferred Stock | $ 822 |
Background and Basis of Present
Background and Basis of Presentation | 12 Months Ended |
Dec. 31, 2018 | |
Background and Basis of Presentation | |
Background and Basis of Presentation | Note 1 — Background and Basis of Presentation NextDecade Corporation engages in development activities related to the liquefaction and sale of liquefied natural gas (“LNG”). We have focused and continue to focus our development activities on the Rio Grande LNG terminal facility at the Port of Brownsville in southern Texas (the “Terminal”) and an associated 137-mile Rio Bravo pipeline to supply gas to the Terminal (the “Pipeline” together with the Terminal, the “Project”). In January of 2017, we also secured a 36-month lease of a 994-acre site near Texas City, Texas for another potential LNG terminal (the “Galveston Bay Terminal”) with the option to extend the lease for an additional 12 months. We were incorporated in Delaware on May 21, 2014 and were formed for the purpose of acquiring, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities. On July 24, 2017 (the “Merger Date”), one of our subsidiaries merged with and into NextDecade LLC (the “Merger”), a LNG development company founded in 2010 to develop LNG export projects and associated pipelines. Prior to the merger with NextDecade LLC, we had no operations and our assets consisted of cash proceeds received in connection with our initial public offering. The Merger was accounted for as a reverse acquisition and recapitalization, with NextDecade LLC being treated as the accounting acquirer. As such, the results of operations and cash flows prior to the Merger Date, relate to NextDecade LLC and its subsidiaries. Subsequent to the Merger Date, the information relates to the consolidated entities of NextDecade. We continue to operate in a single operating segment for financial reporting purposes. In connection with the Merger, the issued and outstanding membership interests in NextDecade LLC were exchanged for 98,490,409 shares of our common stock. All share and per share amounts in the Consolidated Financial Statements and related notes have been retroactively adjusted for all periods presented to give effect to this exchange. 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 had no effect on our overall consolidated financial position, operating results or cash flows. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 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 result in revised estimates, and actual results may differ from these estimates. 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 balances with a single financial institution, which may at times be in excess of federally insured levels. We have not incurred losses related to these cash and cash equivalent balances to date. Cash Equivalents We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Investment Securities We define investment securities as investments in marketable securities that can be readily converted to cash. We determine the appropriate classification of investment securities at the time of purchase and reevaluate such classification at each balance sheet date. Investment securities are initially recorded at cost and remeasured to fair value, with changes presented in other income in our Consolidated Statements of Operations and Comprehensive Loss. 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/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 be recoverable. Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets for purposes of assessing recoverability. Recoverability generally is determined by comparing the carrying value of the asset to the expected undiscounted future cash flows of the asset. If the carrying value of the asset is not recoverable, the amount of impairment loss is measured as the excess, if any, of the carrying value of the asset over its estimated fair value. Warrants The Company determines the accounting classification of warrants that are issued, as either liability or equity, by first assessing whether the warrants meet liability classification in accordance with Accounting Standards Codification (“ASC”) 480 Distinguishing Liabilities from Equity (“ASC 480”), and then in accordance with ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock (“ASC 815-40”). Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the issuer to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing a variable number of shares. If warrants do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash or a variable number of shares are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815-40, in order to conclude equity classification, the Company assesses whether the warrants are indexed to our common stock and whether the warrants are classified as equity under ASC 815-40 or other applicable GAAP. After all relevant assessments are made, the Company concludes whether the warrants are classified as liability or equity. Liability classified warrants are required to be accounted for at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded in the statements of operations as a gain or loss. Equity classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date. 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 and 3 are terms for the priority of inputs to valuation techniques used to measure fair value. Hierarchy Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Hierarchy Level 2 inputs are inputs other than quoted prices included within Level 1 that are directly or indirectly observable for the asset or liability. Hierarchy Level 3 inputs are inputs that are not observable in the market. In determining fair value, we use observable market data when available, or models that incorporate observable market data. In addition to market information, we incorporate transaction-specific details that, in management’s judgment, market participants would take into account in measuring fair value. We maximize the use of observable inputs and minimize our use of unobservable inputs in arriving at fair value estimates. Recurring fair-value measurements are performed for investment securities as disclosed in Note 5 – Investment Securities and for Common Stock Warrant liabilities as disclosed in Note 8 – Preferred Stock and Common Stock Warrants . The carrying amount of cash and cash equivalents and accounts payable reported on the Consolidated Balance Sheets approximates fair value due to their short-term maturities. Treasury Stock Treasury stock is recorded at cost. Issuance of treasury stock is accounted for on a weighted average cost basis. Differences between the cost of treasury stock and the re-issuance proceeds are charged to additional paid-in capital. Net Loss Per Share Net loss per share (“EPS”) is computed in accordance with GAAP. Basic EPS excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted EPS reflects potential dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued and were dilutive. The dilutive effect of unvested stock and warrants is calculated using the treasury-stock method and the dilutive effect of convertible securities is calculated using the if-converted method. Basic and diluted EPS for all periods presented are the same since the effect of our potentially dilutive securities are anti-dilutive to our net loss per share, as disclosed in Note 9 – 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 (which include grants of stock and restricted stock to employees), compensation cost is recognized based on the grant-date fair value using the quoted market price of our common stock and not subsequently remeasured. The fair value is recognized as expense (net of any capitalization) using the straight-line basis for awards that vest based on service conditions and using the graded-vesting attribution method for awards that vest based on performance conditions. We estimate the service periods for performance awards utilizing a probability assessment based on when we expect to achieve the performance conditions. For liability classified share-based compensation awards (which include grants of stock and restricted stock to non-employees), compensation cost is initially recognized on the grant date using estimated payout levels. Compensation cost is subsequently adjusted quarterly to reflect the updated estimated payout levels based on the changes in our stock price. We account for forfeitures as they occur. 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 that a portion or all of the deferred tax assets will expire before realization of the benefit or future deductibility is not probable. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the tax position. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An “emerging growth company” may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer an emerging growth company. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until such time as those standards apply to private companies. The Company has elected to “opt-out” of this exemption and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Additionally, under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company qualifies as a “smaller reporting company” because the value of its common stock held by non-affiliates as of the end of its most recently completed second fiscal quarter was less than $250 million. For as long as the Company remains a smaller reporting company, it may take advantage of certain exemptions from the SEC’s reporting requirements that are otherwise applicable to public companies that are not smaller reporting companies. |
Merger
Merger | 12 Months Ended |
Dec. 31, 2018 | |
Merger | |
Merger | Note 3 — Merger As discussed in Note 1 – Background and Basis of Presentation , one of our subsidiaries merged with and into NextDecade LLC on July 24, 2017. Immediately following the Merger, the pre-Merger members and management of NextDecade LLC held approximately 94%, or 98,490,409 shares, of our outstanding common stock. The pre-Merger members, management and consultants of NextDecade LLC also have the right to receive an additional 4,214,130 shares, 607,349 shares and 71,847 shares, respectively, of our common stock (“Additional Shares”) upon the achievement by us of each of the following milestones (the “Additional Share Milestones”): · Milestone 1 — We or one or more of our subsidiaries receive a Final Environment Impact Statement issued by the Federal Energy Regulatory Commission (the “FERC”) by June 30, 2018. · Milestone 2 — The execution by us or one or more of our subsidiaries of a binding sale and purchase or tolling agreement (with customary conditions precedent) for the sale and purchase of, or the provision of tolling services with respect to, at least one million tons of LNG per annum by June 30, 2018. · Milestone 3 — The execution by us or one or more of our subsidiaries of an engineering procurement and construction contract, with customary conditions precedent, for the construction of the Terminal by December 31, 2018. · Milestone 4 — An affirmative vote of our board of directors to make a final investment decision for the Terminal or the Pipeline by June 30, 2019. Additional Share Milestones 1, 2, and 3 were not achieved by the respective dates. As such, the right to receive Additional Shares by pre-Merger members, management and consultants of NextDecade LLC for these milestones were forfeited. The Merger has been accounted for as a reverse acquisition and recapitalization, with NextDecade LLC being treated as the accounting acquirer. In connection with the completion of the Merger, approximately $26.8 million was released from our trust account to NextDecade LLC to be used for development activities. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid Expenses and Other Current Assets | |
Prepaid Expenses and Other Current Assets | Note 4 — Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, December 31, 2018 2017 Rio Grande LNG site option $ 508 $ 1,080 Short-term security deposits 18 364 Galveston Bay leases — 100 Rio Bravo Pipeline options 54 111 Prepaid insurance 233 208 Prepaid marketing and sponsorships 242 55 Other 255 181 Total prepaid expenses and other current assets $ 1,310 $ 2,099 During the years ended December 31, 2018 and 2017, we recognized $572 thousand and $584 thousand, respectively, of lease option expense related to the Rio Grande LNG site option which expires November 5, 2019. |
Investment Securities
Investment Securities | 12 Months Ended |
Dec. 31, 2018 | |
Investment Securities | |
Investment Securities | Note 5 — Investment Securities In 2018, we invested in Class L shares of the JPMorgan Managed Income Fund. The JPMorgan Managed Income Fund has an average maturity of approximately one year, duration of approximately six months, and approximately 7% of such fund’s holdings are AAA-rated with 0% non-investment grade rated. Prior to our investment in the JPMorgan Managed Income Fund, we also maintained cash reserves in the Ultra-Short-Term Bond Fund and the Short-Term Bond Index Fund, which were managed by The Vanguard Group, Inc. Investment securities are included in Level 1 of the fair value hierarchy and consisted of the following (in thousands): December 31, December 31, 2018 2017 Fair value Cost Fair value Cost JPMorgan Managed Income Fund $ 72,453 $ 72,567 $ — $ — Ultra-Short-Term Bond Fund — — 3,811 3,825 Short-Term Bond Index Fund — — 1,252 1,278 Total investment securities $ 72,453 $ 72,567 $ 5,063 $ 5,103 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | Note 6 — Property, Plant and Equipment Property, plant and equipment consisted of the following (in thousands): December 31, December 31, 2018 2017 Fixed Assets Computers $ 164 $ 69 Furniture, fixtures, and equipment 316 246 Leasehold improvements 420 264 Total fixed assets 900 579 Less: accumulated depreciation (542) (371) Total fixed assets, net 358 208 Project Assets (not placed in service) Rio Grande 80,407 62,866 Rio Bravo 11,305 10,152 Total project assets 91,712 73,018 Total property, plant and equipment, net $ 92,070 $ 73,226 Depreciation expense for the years ended December 31, 2018 and 2017 was $171 thousand and $106 thousand, respectively. |
Accrued Liabilities and Other C
Accrued Liabilities and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Liabilities and Other Current Liabilities | |
Accrued Liabilities and Other Current Liabilities | Note 7 — Accrued Liabilities and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, December 31, 2018 2017 Employee compensation expense $ 3,130 $ 1,851 Project asset costs 2,014 3,317 Valve installation incentive (1) 2,000 — Accrued legal services 313 141 Other accrued liabilities 896 547 Total accrued liabilities and other current liabilities $ 8,353 $ 5,856 (1) In April 2018, we entered into an agreement with an intrastate pipeline company with assets near our Terminal which incentivizes the pipeline company to procure, permit and install a valve on an intrastate pipeline near our Terminal. We agreed that, upon the later of (i) March 31, 2019 and (ii) thirty days after the valve has been installed, we will reimburse the pipeline company a cash amount equal to 50% of the costs incurred in connection with the valve, up to a maximum payment by us not to exceed $2.0 million. Such valve had been installed as of December 31, 2018. |
Preferred Stock and Common Stoc
Preferred Stock and Common Stock Warrants | 12 Months Ended |
Dec. 31, 2018 | |
Preferred Stock and Common Stock Warrants | |
Preferred Stock and Common Stock Warrants | Note 8 — Preferred Stock and Common Stock Warrants Preferred Stock In August 2018, we sold an aggregate of 50,000 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock), at $1,000.00 per share for an aggregate purchase price of $50 million and we issued an additional 1,000 shares of Series A Preferred Stock in aggregate as origination fees to (i) York Capital Management Global Advisors, LLC, severally on behalf of certain funds or accounts managed by it or its affiliates (“York”), (ii) Valinor Management, L.P., severally on behalf of certain funds or accounts for which it is investment manager (“Valinor”), (iii) Bardin Hill Investment Partners LP (formerly known as Halcyon Capital Management LP), severally on behalf of certain funds or accounts managed by it or its affiliates (“Bardin Hill,” and together with York and Valinor, the “Fund Purchasers”) and (iv) HGC NEXT INV LLC (“HGC” and, together with the Fund Purchasers, the “Series A Preferred Stock Purchasers”). Warrants were issued together with the shares of Series A Preferred Stock (the “Series A Warrants”). In connection with the issuance of Series A Preferred Stock and pursuant to backstop commitment agreements with the Fund Purchasers dated April 11, 2018, as subsequently amended on August 3, 2018 (as amended, the “Backstop Agreements”), we also issued a total of 413,658 shares of Company common stock as fees to the Fund Purchasers. Each Fund Purchaser is a Company stockholder and, pursuant to that certain Agreement and Plan of Merger, dated as of April 17, 2017, by and among the Company, each Fund Purchaser and/or one or more of its affiliates, and the other parties named therein, three individuals, two individuals, and one individual from York, Valinor, and Bardin Hill, respectively, were appointed to the Company’s board of directors. In September 2018, we sold an aggregate of 29,055 shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock” and, together with the Series A Preferred Stock, the “Convertible Preferred Stock”), at $1,000.00 per share for an aggregate purchase price of $29.055 million and we issued an additional 581 shares of Series B Preferred Stock in aggregate as origination fees to certain funds managed by BlackRock (collectively, the “Series B Preferred Stock Purchasers”). Warrants were issued together with the shares of Series B Preferred Stock (the “Series B Warrants” and, together with the Series A Warrants, the “Common Stock Warrants”). The Company has the option to convert all, but not less than all, of the Preferred Stock into shares of Company common stock at a strike price of $7.50 per share of Company common stock (the “Conversion Price”) on any date on which the volume weighted average trading price of shares of Company common stock for each trading day during any 60 of the prior 90 trading days is equal to or greater than 175% of the Conversion Price, in each case subject to certain terms and conditions. Furthermore, the Company must convert all of the Preferred Stock into shares of Company common stock at the Conversion Price on the earlier of (i) ten (10) business days following a FID Event (as defined in the certificates of designations of the Preferred Stock) and (ii) the date that is the tenth (10th) anniversary of the closings of the issuances of the Preferred Stock, as applicable. 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 be paid in cash or in-kind. During 2018, the Company paid-in-kind $0.7 million of dividends to holders of the Series A Preferred Stock. On January 9, 2019, the Company declared dividends to holders of the Convertible Preferred Stock as of the close of business on December 15, 2018. On January 15, 2019, the Company paid-in-kind $2.5 million of dividends to holders of the Convertible Preferred Stock. 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. The Convertible Preferred Stock do not qualify as liability instruments under ASC 480, because they are not mandatorily redeemable. However, as SEC Regulation S-X, Rule 5-02-27 does not permit a probability assessment for a change of control provision, the Convertible Preferred Stock must be presented as mezzanine equity between liabilities and stockholders’ equity in our Consolidated Balance Sheets because a change of control event, although not considered probable, could force the Company to redeem the Convertible Preferred Stock for cash or assets of the Company. At each balance sheet date, we must re-evaluate whether the Convertible Preferred Stock continue to qualify for equity classification. Common Stock Warrants The Series A Warrants issued to HGC represent the right to acquire in the aggregate 50 basis points (0.50%) of the fully diluted shares of all outstanding shares of Company common stock on the exercise date with a strike price of $0.01 per share. The Series A Warrants issued to each of the Fund Purchasers represent the right to acquire approximately 21 basis points (0.21%) in the aggregate of the fully diluted shares of all outstanding shares of Company common stock on the exercise date with a strike price of $0.01 per share. The Series B Warrants issued to the Series B Preferred Stock Purchasers represent the right to acquire in the aggregate 42 basis points (0.42%) of the fully diluted shares of all outstanding shares of Company common stock on the exercise date with a strike price of $0.01 per share. The Common Stock Warrants have a fixed three-year term commencing on the closings of the issuances of the associated Convertible Preferred Stock. The Common Stock Warrants may only be exercised by the holders thereof at the expiration of such three-year term; however, the Company can force exercise of the Common Stock Warrants prior to expiration of such term if the volume weighted average trading price of shares of Company common stock for each trading day during any 60 of the prior 90 trading days is equal to or greater than 175% of the Conversion Price and, in the case of the Series B Warrants, also if the Company simultaneously elects to force a mandatory exercise of all other warrants then-outstanding and unexercised and held by any holder of parity stock (as defined in the Certificate of Designations of Series B Convertible Preferred Stock). Pursuant to ASC 815-40 , the fair value of the Common Stock Warrants was recorded as a non-current liability on our Consolidated Balance Sheet on the issuance dates. The Company revalued the Common Stock Warrants as of December 31, 2018 and recognized a gain of approximately $164 thousand. The Common Stock Warrants are included in Level 3 of the fair value hierarchy. The assumptions used in the Monte Carlo simulation to estimate the fair value of the Common Stock Warrants as of December 31, 2018 are as follows: Stock price $ 5.40 Exercise price $ 0.01 Risk-free rate 2.5 % Volatility 33.1 % Term (years) 2.7 Initial Fair Value Allocation Net cash proceeds were allocated on a fair value basis to the Series A Warrants and the Series B Warrants and on a relative fair value basis to the Company common stock, the Series A Preferred Stock and the Series B Preferred Stock. As described below, $2.5 million of the $41.1 million allocated to the Series A Preferred Stock was allocated to additional paid-in capital to give effect to the intrinsic value of a beneficial conversion feature (“BCF”). The allocation of net cash proceeds is as follows (in thousands): Allocation of Proceeds Additional Paid-in Capital Series A Series B Beneficial Series A Series B Convertible Convertible Common Conversion Warrants Warrants Preferred Preferred Stock Feature Gross proceeds $ Equity issuance costs (2,104) Net proceeds - Initial Fair Value Allocation $ $ 4,859 $ 2,746 $ 41,079 $ 26,159 $ 2,108 $ — Allocation to BCF — — (2,530) — — 2,530 Per balance sheet upon issuance $ 4,859 $ 2,746 $ 38,549 $ 26,159 $ 2,108 $ 2,530 Beneficial Conversion Feature ASC 470-20-20 – Debt – Debt with conversion and Other Options (“ASC 470-20”) defines a BCF as a nondetachable conversion feature that is in the money at the issuance date. The Company was required by ASC 470-20 to allocate a portion of the proceeds from the Series A Preferred Stock equal to the intrinsic value of the BCF to additional paid-in capital. The intrinsic value of the BCF is calculated at the issuance date as the difference between the “accounting conversion price” and the market price of shares of Company common stock multiplied by the number of shares of Company common stock into which the Series A Preferred Stock is convertible. The accounting conversion prices of $5.58 per share and $6.24 per share for the Fund Purchasers and HGC, respectively, is different than the contractual conversion price of $7.50 per share. The “accounting conversion price” is derived by dividing the proceeds allocated to the Series A Preferred Stock by the number of shares of Company common stock into which the Series A Preferred Stock is convertible. We are recording the accretion of the $2.5 million Series A Preferred Stock discount attributable to the BCF as a deemed dividend using the effective yield method over the period prior to the expected conversion date. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Net Loss Per Share | |
Net Loss Per Share | Note 9 — Net Loss Per Share Attributable to Common Stockholders 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, 2018 and 2017: Year ended December 31, 2018 2017 Weighted average common shares outstanding: Basic 106,564 100,926 Dilutive unvested stock, convertible preferred stock, Common Stock Warrants and IPO Warrants — — Diluted 106,564 100,926 Basic and diluted net loss per share attributable to common stockholders $ (0.41) $ (0.35) Potentially dilutive securities that were not included in the diluted net loss per share computations because their effect would have been anti-dilutive were as follows (in thousands): Year ended December 31, 2018 2017 Unvested stock (1) 498 258 Convertible preferred stock 3,552 — Common Stock Warrants 454 — IPO Warrants (2) 12,082 12,082 Total potentially dilutive common shares 16,586 12,340 (1) Does not include 10.8 million shares and 25.7 million shares of unvested stock for the year ended December 31, 2018 and 2017 because the performance conditions had not yet been satisfied as of December 31, 2018 and 2017, respectively. (2) The IPO Warrants are exercisable at a price of $11.50 per share and expire July 24, 2022. The Company may redeem the Warrants at a price of $0.01 per IPO Warrant upon 30 days’ notice only if the last sale price of our common stock is at least $17.50 per share for any 20 trading days within a 30-trading day period. If the Company redeems the IPO Warrants in this manner, the Company will have the option to do so on a cashless basis with the issuance of an economically equivalent number of shares of Company common stock. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Share-based Compensation. | |
Share-based Compensation | Note 10 — Share-based Compensation We have granted shares of Company common stock and restricted stock to employees, consultants and a non-employee director under our 2017 Omnibus Incentive Plan (the “2017 Plan”) and in connection with the special meeting of stockholders on July 24, 2017. Total share-based compensation consisted of the following (in thousands): Year ended December 31, 2018 2017 Share-based compensation: Equity awards $ 19,032 $ 19,754 Liability awards (2,400) 4,402 Total share-based compensation 16,632 24,156 Capitalized share-based compensation 208 (1,463) Total share-based compensation expense $ 16,840 $ 22,693 Certain employee contracts provided for cash bonuses upon a positive FID in the Project (the “FID Bonus”). In January 2018, the nominating, corporate governance and compensation committee of the board of directors approved, and certain employees party to such contracts accepted, an amendment to such contracts whereby the FID Bonuses would be settled in shares of Company common stock equal to 110% of the FID Bonus. The associated liability for FID Bonuses to be settled in shares of Company common stock of $0.4 million and $1.0 million is included in share-based compensation liability and non-current compensation liabilities in our Consolidated Balance Sheets at December 31, 2018 and 2017 respectively. The total unrecognized compensation costs at December 31, 2018 relating to equity-classified awards and liability-classified awards were $23.3 million and $1.1 million, respectively, which are expected to be recognized over a weighted average period of 0.8 years. 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 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. For restricted stock awards granted to non-employees that vest based on service and/or performance conditions, we record compensation cost equal to the fair value of the award at the measurement date, which is determined to be the earlier of the performance commitment date or the service completion date. In addition, compensation cost for unvested restricted stock awards to non-employees is adjusted quarterly for any changes in our stock price. The table below provides a summary of our restricted stock outstanding as of December 31, 2018 and changes during the year ended December 31, 2018 (in thousands, except for per share information): Shares Weighted Average Grant Date Fair Value Per Share Non-vested at January 1, 2018 9,104 $ 10.15 Granted 1,868 7.29 Vested (173) 7.76 Forfeited (3,668) 10.17 Non-vested at December 31, 2018 7,131 $ 9.44 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes | |
Income Taxes | Note 11 — Income Taxes As discussed in Note 1 – Background and Basis of Presentation , the Merger was accounted for as a reverse acquisition and recapitalization, with NextDecade LLC being treated as the accounting acquirer. As such, the historical Consolidated Financial Statements prior to July 24, 2017, relate to NextDecade LLC and its subsidiaries. We are a C-Corporation and subject to income taxes in the U.S. NextDecade LLC is a limited liability company that was not subject to income taxes during the years ended December 31, 2018 and 2017, since it was a pass-through entity for tax purposes. As such, the income tax provision for the year ended December 31, 2017 represents the period from July 25, 2017 through December 31, 2017. Due to our cumulative loss position, we have established a full valuation allowance against our deferred tax assets at December 31, 2018 and 2017. Due to NextDecade LLC’s previous pass-through status and our full valuation allowance, we have not recorded a provision for federal or state income taxes during the years ended December 31, 2018 or 2017. The reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows: Year Ended December 31, 2018 2017 U.S. federal statutory rate, beginning of year 21 % 35 % NextDecade LLC pre-merger net loss — (5) Officers' compensation (5) (12) U.S. tax reform rate change — (7) Other (1) — Valuation allowance (15) (11) Effective tax rate as reported — % — % Significant components of our deferred tax assets and liabilities at December 31, 2018 and 2017 are as follows (in thousands): Year Ended December 31, 2018 2017 Deferred tax assets Net operating loss carryforwards and credits $ 5,302 $ 1,694 Share-based compensation expense 3,548 2,203 Property, plant and equipment 1,399 3 Other 51 11 Less: valuation allowance (10,300) (3,911) Total deferred tax assets — — Deferred tax liabilities Total deferred tax liabilities — — Net deferred tax assets (liabilities) $ — $ — The federal deferred tax assets presented above do not include the state tax benefits as our net deferred state tax assets are offset with a full valuation allowance. At December 31, 2018, we had federal net operating loss (“NOL”) carryforwards of approximately $25.2 million. Approximately $7.8 million of these NOL carryforwards will expire between 2034 and 2037. 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, 2018 and 2017. We will continue to evaluate our ability to release the valuation allowance in the future. Deferred tax assets and deferred tax liabilities are classified as non-current in our Consolidated Balance Sheets. The Tax Reform Act of 1986 (as amended) contains provisions that limit the utilization of NOL and tax credit carryforwards if there has been a change in ownership as described in Section 382 of the Internal Revenue Code (“Section 382”). Due to the Company’s initial public offering in 2015 and the Merger in 2017, substantial changes in the Company's ownership have occurred that may limit or reduce the amount of NOL carryforwards that the Company could utilize in the future to offset taxable income. The Company has not completed a detailed Section 382 study at this time to determine what impact, if any, that ownership changes may have had on its NOL carryforwards. In each period since its inception, the Company has recorded a valuation allowance for the full amount of its deferred tax assets, as the realization of the deferred tax asset is uncertain. As a result, the Company has not recognized any federal or state income tax benefit in its Consolidated Statement of Operations and Comprehensive Loss. We remain subject to periodic audits and reviews by taxing authorities; however, we do not expect these audits will have a material effect on our tax provision. The federal tax returns for the years beginning 2014 remain open for examination. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 12 — Commitments and Contingencies Operating Leases During the years ended December 31, 2018 and 2017, we recognized expense for all operating leases of $1.0 million and $0.7 million, respectively, related primarily to office space and site leases. We currently lease approximately 25,600 square feet of office space for general and administrative purposes in Houston, Texas under a lease agreement that expires on September 30, 2020. In January 2017, NextDecade LLC executed surface lease agreements with the City of Texas City and the State of Texas for a 994‑acre site for the Galveston Bay Terminal (collectively, the “Galveston Bay Leases”). The term of the Galveston Bay Leases is 36 months with an option to extend for an additional 12 months. NextDecade LLC has the right to terminate the Galveston Bay Leases with a $50 thousand termination payment to each lessor. In March 2017, NextDecade LLC executed a lease agreement with the Brownsville Navigation District for a ten -acre tract subsumed within the site for the Terminal (the “Brownsville Lease”). The Brownsville Lease has an eight-month primary term with the option to renew such lease for six additional six-month terms. In October 2018, NextDecade LLC exercised its option to renew the Brownsville Lease for an additional six-month term, which expires May 6, 2019. NextDecade LLC has the right to terminate the Brownsville Lease at the end of any six-month term at no additional cost. Future annual minimum lease payments, for all operating leases are as follows (in thousands): Years ending December 31, Operating Leases (1) 2019 $ 1,299 2020 1,159 2021 3 2022 — 2023 — Thereafter — Total $ 2,461 (1) Includes certain lease option renewals that are reasonably assured. Other Commitments During the third quarter of 2018, we initiated a competitive EPC bid process. In connection with the EPC bid process, we entered into agreements with potential EPC contractors that provide for payments to be made by us to the EPC contractors as bid milestones are achieved (“Invitation to Bid Contract Costs”). Future potential payments for Invitation to Bid Contract Costs are up to $14.9 million in 2019. Legal Proceedings From time to time the Company may be subject to various claims and legal actions that arise in the ordinary course of business. We regularly analyze current information and, as necessary, provide accruals for liabilities we deem probable and estimable. As of December 31, 2018, management is not aware of any claims or legal actions that, separately or in the aggregate, are likely to have a material adverse effect on the Company’s financial position, results of operations or cash flows, although the Company cannot guarantee that a material adverse event may not occur. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2018 | |
Recent Accounting Pronouncements | |
Recent Accounting Pronouncements | Note 13 — Recent Accounting Pronouncements The following table provides a brief description of recent accounting standards that have not been adopted by the Company as of December 31, 2018: Standard Description Expected Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters Accounting Standards Update ("ASU") 2016‑02, Leases (Topic 842) This standard requires a lessee to recognize leases on its balance sheet by recording a lease liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This standard may be early adopted, and must be adopted using a modified retrospective approach with certain available practical expedients. January 1, 2019 We will adopt the accounting standard using a prospective transition approach, which applies the provisions of the new guidance at the effective date without adjusting the comparative periods presented. We have elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows us to carry forward the historical accounting relating to lease identification and classification for existing leases upon adoption. We have also elected the optional practical expedient permitted under the transition guidance within the new standard related to land easements that allows us to carry forward our historical accounting treatment for land easements on existing agreements upon adoption. We have made an accounting policy election to keep leases with an initial term of 12 months or less off of our Consolidated Balance Sheet. We are finalizing our evaluation of the impacts that the adoption of this accounting guidance will have on the Consolidated Financial Statements, and estimate approximately $1.6 million and $1.9 million of right-of-use assets and liabilities, respectively, will be recognized in our Consolidated Balance Sheet upon adoption. The adoption of this standard will not have a material impact to our results of operations or cash flows. ASU 2018-07 , Compensation-Stock Compensation (Topic 718) This standard simplifies aspects of share-based compensation issued to non-employees by making the guidance consistent with accounting for employee share-based compensation. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor's own operations by issuing share-based payment awards. This standard may be early adopted, and must be adopted using a modified retrospective approach. January 1, 2019 Upon adoption of this standard, we expect to reclassify approximately $2.0 million from Share-based compensation liability to Additional paid-in-capital in our Consolidated Balance Sheets as of December 31, 2018. The fair value of share based compensation awards to non-employees will not be remeasured subsequent to December 31, 2018. The adoption of this standard will not have any impact to our results of operations or cash flows. ASU 2018-15, Intangibles, Goodwill and Other Internal Use Software (Subtopic 350-40) The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this update. Accordingly, the amendments in this update require an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. These amendments may be early adopted and are required to be applied retrospectively or prospectively to all implementation costs incurred after the date of adoption. January 1, 2020 We are currently evaluating the effect of this standard on our Consolidated Financial Statements. Additionally, the following table provides a brief description of recent accounting standards that were adopted by the Company during the reporting period: Standard Description Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2014‑09, Revenue from Contracts with Customers (Topic 606), and subsequent amendments thereto This standard amends existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard may be early adopted beginning January 1, 2017. We elected to adopt this standard using a full retrospective approach. January 1, 2018 The adoption of this new standard did not affect the amounts shown in our Consolidated Financial Statements or related disclosures as the Company has no revenues. ASU 2017‑04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment This standard simplifies the measurement of goodwill impairment by eliminating the requirement for an entity to perform a hypothetical purchase price allocation. An entity will instead measure the impairment as the difference between the carrying amount and the fair value of the reporting unit. This standard may be early adopted beginning January 1, 2017 and must be adopted prospectively. January 1, 2018 The adoption of this standard did not have an impact on our Consolidated Financial Statements or related disclosures. ASU 2016‑16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory This standard requires the immediate recognition of the tax consequences of intercompany asset transfers other than inventory. This standard may be early adopted, but only at the beginning of an annual period, and must be adopted using a modified retrospective approach. January 1, 2018 The adoption of this standard did not have an impact on our Consolidated Financial Statements or related disclosures. ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities This standard principally affects accounting standards for equity investments, financial liabilities where the fair value option has been elected, and the presentation and disclosure requirements for financial instruments. Upon the effective date of the new standards, all equity investments in unconsolidated entities, other than those accounted for using the equity method of accounting, will generally be measured at fair value through earnings. There will no longer be an available-for-sale classification and therefore, no changes in fair value will be reported in other comprehensive income (loss) for equity securities with readily determinable fair values. January 1, 2018 Upon the adoption of this standard, we made a cumulative effect adjustment of $40 thousand to accumulated deficit for unrealized losses on our available-for-sale investment securities. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Significant Accounting Policies | |
Use of Estimates | 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 result in revised estimates, and actual results may differ from these estimates. |
Concentrations of Credit Risk | 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 balances with a single financial institution, which may at times be in excess of federally insured levels. We have not incurred losses related to these cash and cash equivalent balances to date. |
Cash Equivalents | Cash Equivalents We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. |
Investment Securities | Investment Securities We define investment securities as investments in marketable securities that can be readily converted to cash. We determine the appropriate classification of investment securities at the time of purchase and reevaluate such classification at each balance sheet date. Investment securities are initially recorded at cost and remeasured to fair value, with changes presented in other income in our Consolidated Statements of Operations and Comprehensive Loss. |
Property, Plant and Equipment | 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/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 be recoverable. Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets for purposes of assessing recoverability. Recoverability generally is determined by comparing the carrying value of the asset to the expected undiscounted future cash flows of the asset. If the carrying value of the asset is not recoverable, the amount of impairment loss is measured as the excess, if any, of the carrying value of the asset over its estimated fair value. |
Warrants | Warrants The Company determines the accounting classification of warrants that are issued, as either liability or equity, by first assessing whether the warrants meet liability classification in accordance with Accounting Standards Codification (“ASC”) 480 Distinguishing Liabilities from Equity (“ASC 480”), and then in accordance with ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock (“ASC 815-40”). Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the issuer to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing a variable number of shares. If warrants do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash or a variable number of shares are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815-40, in order to conclude equity classification, the Company assesses whether the warrants are indexed to our common stock and whether the warrants are classified as equity under ASC 815-40 or other applicable GAAP. After all relevant assessments are made, the Company concludes whether the warrants are classified as liability or equity. Liability classified warrants are required to be accounted for at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded in the statements of operations as a gain or loss. Equity classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date. |
Fair Value of Financial Instruments | 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 and 3 are terms for the priority of inputs to valuation techniques used to measure fair value. Hierarchy Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Hierarchy Level 2 inputs are inputs other than quoted prices included within Level 1 that are directly or indirectly observable for the asset or liability. Hierarchy Level 3 inputs are inputs that are not observable in the market. In determining fair value, we use observable market data when available, or models that incorporate observable market data. In addition to market information, we incorporate transaction-specific details that, in management’s judgment, market participants would take into account in measuring fair value. We maximize the use of observable inputs and minimize our use of unobservable inputs in arriving at fair value estimates. Recurring fair-value measurements are performed for investment securities as disclosed in Note 5 – Investment Securities and for Common Stock Warrant liabilities as disclosed in Note 8 – Preferred Stock and Common Stock Warrants . The carrying amount of cash and cash equivalents and accounts payable reported on the Consolidated Balance Sheets approximates fair value due to their short-term maturities. |
Treasury Stock | Treasury Stock Treasury stock is recorded at cost. Issuance of treasury stock is accounted for on a weighted average cost basis. Differences between the cost of treasury stock and the re-issuance proceeds are charged to additional paid-in capital. |
Net Loss Per Share | Net Loss Per Share Net loss per share (“EPS”) is computed in accordance with GAAP. Basic EPS excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted EPS reflects potential dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued and were dilutive. The dilutive effect of unvested stock and warrants is calculated using the treasury-stock method and the dilutive effect of convertible securities is calculated using the if-converted method. Basic and diluted EPS for all periods presented are the same since the effect of our potentially dilutive securities are anti-dilutive to our net loss per share, as disclosed in Note 9 – Net Loss Per Share Attributable to Common Stockholders. |
Share-based Compensation | 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 (which include grants of stock and restricted stock to employees), compensation cost is recognized based on the grant-date fair value using the quoted market price of our common stock and not subsequently remeasured. The fair value is recognized as expense (net of any capitalization) using the straight-line basis for awards that vest based on service conditions and using the graded-vesting attribution method for awards that vest based on performance conditions. We estimate the service periods for performance awards utilizing a probability assessment based on when we expect to achieve the performance conditions. For liability classified share-based compensation awards (which include grants of stock and restricted stock to non-employees), compensation cost is initially recognized on the grant date using estimated payout levels. Compensation cost is subsequently adjusted quarterly to reflect the updated estimated payout levels based on the changes in our stock price. We account for forfeitures as they occur. |
Income Taxes | 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 that a portion or all of the deferred tax assets will expire before realization of the benefit or future deductibility is not probable. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the tax position. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An “emerging growth company” may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer an emerging growth company. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until such time as those standards apply to private companies. The Company has elected to “opt-out” of this exemption and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Additionally, under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company qualifies as a “smaller reporting company” because the value of its common stock held by non-affiliates as of the end of its most recently completed second fiscal quarter was less than $250 million. For as long as the Company remains a smaller reporting company, it may take advantage of certain exemptions from the SEC’s reporting requirements that are otherwise applicable to public companies that are not smaller reporting companies. |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid Expenses and Other Current Assets | |
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, December 31, 2018 2017 Rio Grande LNG site option $ 508 $ 1,080 Short-term security deposits 18 364 Galveston Bay leases — 100 Rio Bravo Pipeline options 54 111 Prepaid insurance 233 208 Prepaid marketing and sponsorships 242 55 Other 255 181 Total prepaid expenses and other current assets $ 1,310 $ 2,099 |
Investment Securities (Tables)
Investment Securities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Investment Securities | |
Schedule of investment securities | Investment securities are included in Level 1 of the fair value hierarchy and consisted of the following (in thousands): December 31, December 31, 2018 2017 Fair value Cost Fair value Cost JPMorgan Managed Income Fund $ 72,453 $ 72,567 $ — $ — Ultra-Short-Term Bond Fund — — 3,811 3,825 Short-Term Bond Index Fund — — 1,252 1,278 Total investment securities $ 72,453 $ 72,567 $ 5,063 $ 5,103 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment | |
Schedule of property, plant and equipment | Property, plant and equipment consisted of the following (in thousands): December 31, December 31, 2018 2017 Fixed Assets Computers $ 164 $ 69 Furniture, fixtures, and equipment 316 246 Leasehold improvements 420 264 Total fixed assets 900 579 Less: accumulated depreciation (542) (371) Total fixed assets, net 358 208 Project Assets (not placed in service) Rio Grande 80,407 62,866 Rio Bravo 11,305 10,152 Total project assets 91,712 73,018 Total property, plant and equipment, net $ 92,070 $ 73,226 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Liabilities and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, December 31, 2018 2017 Employee compensation expense $ 3,130 $ 1,851 Project asset costs 2,014 3,317 Valve installation incentive (1) 2,000 — Accrued legal services 313 141 Other accrued liabilities 896 547 Total accrued liabilities and other current liabilities $ 8,353 $ 5,856 (1) In April 2018, we entered into an agreement with an intrastate pipeline company with assets near our Terminal which incentivizes the pipeline company to procure, permit and install a valve on an intrastate pipeline near our Terminal. We agreed that, upon the later of (i) March 31, 2019 and (ii) thirty days after the valve has been installed, we will reimburse the pipeline company a cash amount equal to 50% of the costs incurred in connection with the valve, up to a maximum payment by us not to exceed $2.0 million. Such valve had been installed as of December 31, 2018. |
Preferred Stock and Common St_2
Preferred Stock and Common Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Preferred Stock and Common Stock Warrants | |
Summary of assumptions used to estimate fair value | Stock price $ 5.40 Exercise price $ 0.01 Risk-free rate 2.5 % Volatility 33.1 % Term (years) 2.7 |
Schedule of allocation of net cash proceeds | The allocation of net cash proceeds is as follows (in thousands): Allocation of Proceeds Additional Paid-in Capital Series A Series B Beneficial Series A Series B Convertible Convertible Common Conversion Warrants Warrants Preferred Preferred Stock Feature Gross proceeds $ Equity issuance costs (2,104) Net proceeds - Initial Fair Value Allocation $ $ 4,859 $ 2,746 $ 41,079 $ 26,159 $ 2,108 $ — Allocation to BCF — — (2,530) — — 2,530 Per balance sheet upon issuance $ 4,859 $ 2,746 $ 38,549 $ 26,159 $ 2,108 $ 2,530 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Net Loss Per Share | |
Schedule of basic and diluted weighted average common shares outstanding | 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, 2018 and 2017: Year ended December 31, 2018 2017 Weighted average common shares outstanding: Basic 106,564 100,926 Dilutive unvested stock, convertible preferred stock, Common Stock Warrants and IPO Warrants — — Diluted 106,564 100,926 Basic and diluted net loss per share attributable to common stockholders $ (0.41) $ (0.35) |
Schedule of antidilutive securities excluded from computation of earnings per share | Potentially dilutive securities that were not included in the diluted net loss per share computations because their effect would have been anti-dilutive were as follows (in thousands): Year ended December 31, 2018 2017 Unvested stock (1) 498 258 Convertible preferred stock 3,552 — Common Stock Warrants 454 — IPO Warrants (2) 12,082 12,082 Total potentially dilutive common shares 16,586 12,340 (1) Does not include 10.8 million shares and 25.7 million shares of unvested stock for the year ended December 31, 2018 and 2017 because the performance conditions had not yet been satisfied as of December 31, 2018 and 2017, respectively. (2) The IPO Warrants are exercisable at a price of $11.50 per share and expire July 24, 2022. The Company may redeem the Warrants at a price of $0.01 per IPO Warrant upon 30 days’ notice only if the last sale price of our common stock is at least $17.50 per share for any 20 trading days within a 30-trading day period. If the Company redeems the IPO Warrants in this manner, the Company will have the option to do so on a cashless basis with the issuance of an economically equivalent number of shares of Company common stock. |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Share-based Compensation. | |
Schedule of share-based compensation | Total share-based compensation consisted of the following (in thousands): Year ended December 31, 2018 2017 Share-based compensation: Equity awards $ 19,032 $ 19,754 Liability awards (2,400) 4,402 Total share-based compensation 16,632 24,156 Capitalized share-based compensation 208 (1,463) Total share-based compensation expense $ 16,840 $ 22,693 |
Summary of changes in restricted stock outstanding | The table below provides a summary of our restricted stock outstanding as of December 31, 2018 and changes during the year ended December 31, 2018 (in thousands, except for per share information): Shares Weighted Average Grant Date Fair Value Per Share Non-vested at January 1, 2018 9,104 $ 10.15 Granted 1,868 7.29 Vested (173) 7.76 Forfeited (3,668) 10.17 Non-vested at December 31, 2018 7,131 $ 9.44 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes | |
Schedule of effective income tax rate reconciliation | The reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows: Year Ended December 31, 2018 2017 U.S. federal statutory rate, beginning of year 21 % 35 % NextDecade LLC pre-merger net loss — (5) Officers' compensation (5) (12) U.S. tax reform rate change — (7) Other (1) — Valuation allowance (15) (11) Effective tax rate as reported — % — % |
Schedule of components of deferred tax assets and liabilities | Significant components of our deferred tax assets and liabilities at December 31, 2018 and 2017 are as follows (in thousands): Year Ended December 31, 2018 2017 Deferred tax assets Net operating loss carryforwards and credits $ 5,302 $ 1,694 Share-based compensation expense 3,548 2,203 Property, plant and equipment 1,399 3 Other 51 11 Less: valuation allowance (10,300) (3,911) Total deferred tax assets — — Deferred tax liabilities Total deferred tax liabilities — — Net deferred tax assets (liabilities) $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies | |
Schedule of future annual minimum lease payments | Future annual minimum lease payments, for all operating leases are as follows (in thousands): Years ending December 31, Operating Leases (1) 2019 $ 1,299 2020 1,159 2021 3 2022 — 2023 — Thereafter — Total $ 2,461 (1) Includes certain lease option renewals that are reasonably assured. |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Recent Accounting Pronouncements | |
Schedule of recent accounting standards that have not been adopted | Standard Description Expected Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters Accounting Standards Update ("ASU") 2016‑02, Leases (Topic 842) This standard requires a lessee to recognize leases on its balance sheet by recording a lease liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This standard may be early adopted, and must be adopted using a modified retrospective approach with certain available practical expedients. January 1, 2019 We will adopt the accounting standard using a prospective transition approach, which applies the provisions of the new guidance at the effective date without adjusting the comparative periods presented. We have elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows us to carry forward the historical accounting relating to lease identification and classification for existing leases upon adoption. We have also elected the optional practical expedient permitted under the transition guidance within the new standard related to land easements that allows us to carry forward our historical accounting treatment for land easements on existing agreements upon adoption. We have made an accounting policy election to keep leases with an initial term of 12 months or less off of our Consolidated Balance Sheet. We are finalizing our evaluation of the impacts that the adoption of this accounting guidance will have on the Consolidated Financial Statements, and estimate approximately $1.6 million and $1.9 million of right-of-use assets and liabilities, respectively, will be recognized in our Consolidated Balance Sheet upon adoption. The adoption of this standard will not have a material impact to our results of operations or cash flows. ASU 2018-07 , Compensation-Stock Compensation (Topic 718) This standard simplifies aspects of share-based compensation issued to non-employees by making the guidance consistent with accounting for employee share-based compensation. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor's own operations by issuing share-based payment awards. This standard may be early adopted, and must be adopted using a modified retrospective approach. January 1, 2019 Upon adoption of this standard, we expect to reclassify approximately $2.0 million from Share-based compensation liability to Additional paid-in-capital in our Consolidated Balance Sheets as of December 31, 2018. The fair value of share based compensation awards to non-employees will not be remeasured subsequent to December 31, 2018. The adoption of this standard will not have any impact to our results of operations or cash flows. ASU 2018-15, Intangibles, Goodwill and Other Internal Use Software (Subtopic 350-40) The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this update. Accordingly, the amendments in this update require an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. These amendments may be early adopted and are required to be applied retrospectively or prospectively to all implementation costs incurred after the date of adoption. January 1, 2020 We are currently evaluating the effect of this standard on our Consolidated Financial Statements. |
Schedule of recent accounting standards that were adopted | Standard Description Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2014‑09, Revenue from Contracts with Customers (Topic 606), and subsequent amendments thereto This standard amends existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard may be early adopted beginning January 1, 2017. We elected to adopt this standard using a full retrospective approach. January 1, 2018 The adoption of this new standard did not affect the amounts shown in our Consolidated Financial Statements or related disclosures as the Company has no revenues. ASU 2017‑04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment This standard simplifies the measurement of goodwill impairment by eliminating the requirement for an entity to perform a hypothetical purchase price allocation. An entity will instead measure the impairment as the difference between the carrying amount and the fair value of the reporting unit. This standard may be early adopted beginning January 1, 2017 and must be adopted prospectively. January 1, 2018 The adoption of this standard did not have an impact on our Consolidated Financial Statements or related disclosures. ASU 2016‑16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory This standard requires the immediate recognition of the tax consequences of intercompany asset transfers other than inventory. This standard may be early adopted, but only at the beginning of an annual period, and must be adopted using a modified retrospective approach. January 1, 2018 The adoption of this standard did not have an impact on our Consolidated Financial Statements or related disclosures. ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities This standard principally affects accounting standards for equity investments, financial liabilities where the fair value option has been elected, and the presentation and disclosure requirements for financial instruments. Upon the effective date of the new standards, all equity investments in unconsolidated entities, other than those accounted for using the equity method of accounting, will generally be measured at fair value through earnings. There will no longer be an available-for-sale classification and therefore, no changes in fair value will be reported in other comprehensive income (loss) for equity securities with readily determinable fair values. January 1, 2018 Upon the adoption of this standard, we made a cumulative effect adjustment of $40 thousand to accumulated deficit for unrealized losses on our available-for-sale investment securities. |
Background and Basis of Prese_2
Background and Basis of Presentation (Details) | 1 Months Ended | 12 Months Ended |
Jan. 31, 2017a | Dec. 31, 2018mi | |
Organization and Nature of Operations | ||
Length of pipeline to supply gas | mi | 137 | |
Galveston Bay Leases | ||
Organization and Nature of Operations | ||
Term of lease agreement | 36 months | |
Area available for lease | a | 994 | |
Extension of term of contract | 12 months |
Background and Basis of Prese_3
Background and Basis of Presentation - Merger (Details) | Jul. 24, 2017shares |
Merger | |
Merger | |
Number of shares issued on acquisition | 98,490,409 |
Merger (Details)
Merger (Details) - Merger T in Millions, $ in Millions | Jul. 24, 2017USD ($)Tshares |
Merger | |
Ownership interest as a percentage | 94.00% |
Number of shares issued on acquisition | 98,490,409 |
Milestone 2- LNG minimum amount per annum (in tons) | T | 1 |
Released escrow to fund development activities | $ | $ 26.8 |
Pre-Merger Members | |
Merger | |
Number of shares issued on acquisition | 4,214,130 |
Management | |
Merger | |
Number of shares issued on acquisition | 607,349 |
Consultants | |
Merger | |
Number of shares issued on acquisition | 71,847 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Prepaid Expenses and Other Current Assets | ||
Rio Grande LNG site option | $ 508 | $ 1,080 |
Short-term security deposits | 18 | 364 |
Galveston Bay leases | 100 | |
Rio Bravo Pipeline options | 54 | 111 |
Prepaid insurance | 233 | 208 |
Prepaid marketing and sponsorships | 242 | 55 |
Other | 255 | 181 |
Total prepaid expenses and other current assets | 1,310 | 2,099 |
Lease option expense relating to Rio Grande LNG site option | $ 572 | $ 584 |
Investment Securities (Details)
Investment Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Investment securities | ||
Fair Value | $ 72,453 | $ 5,063 |
Cost | $ 72,567 | 5,103 |
JPMorgan Managed Income Fund | ||
Investment securities | ||
Maturity period of mutual funds | 1 year | |
Duration of mutual fund | 6 months | |
Non-investment grade rated holdings (as a percent) | 0.00% | |
Fair Value | $ 72,453 | |
Cost | $ 72,567 | |
JPMorgan Managed Income Fund | AAA rated | ||
Investment securities | ||
Investment holdings grade rated (as a percent) | 7.00% | |
Ultra-Short-Term Bond Fund | ||
Investment securities | ||
Fair Value | 3,811 | |
Cost | 3,825 | |
Short-Term Bond Index Fund | ||
Investment securities | ||
Fair Value | 1,252 | |
Cost | $ 1,278 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment | ||
Total property, plant and equipment, net | $ 92,070 | $ 73,226 |
Depreciation expense | 171 | 106 |
Non project assets | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | 900 | 579 |
Less: accumulated depreciation | (542) | (371) |
Total property, plant and equipment, net | 358 | 208 |
Computers | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | 164 | 69 |
Furniture, fixtures, and equipment | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | 316 | 246 |
Leasehold improvements | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | 420 | 264 |
Project assets | ||
Property, Plant and Equipment | ||
Project assets in progress | 91,712 | 73,018 |
Rio Grande | ||
Property, Plant and Equipment | ||
Project assets in progress | 80,407 | 62,866 |
Rio Bravo | ||
Property, Plant and Equipment | ||
Project assets in progress | $ 11,305 | $ 10,152 |
Accrued Liabilities and Other_3
Accrued Liabilities and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accrued Liabilities and Other Current Liabilities | ||
Employee compensation expense | $ 3,130 | $ 1,851 |
Project asset costs | 2,014 | 3,317 |
Valve installation incentive | 2,000 | |
Accrued legal services | 313 | 141 |
Other accrued liabilities | 896 | 547 |
Total accrued liabilities and other current liabilities | $ 8,353 | $ 5,856 |
Accrued Liabilities and Other_4
Accrued Liabilities and Other Current Liabilities - Valve installation (Details) - Intrastate Pipeline Company $ in Millions | 1 Months Ended |
Apr. 30, 2018USD ($) | |
Other Commitments [Line Items] | |
Period after valve installation for reimbursement of costs | 30 days |
Percentage of valve costs for reimbursement | 50.00% |
Maximum reimbursement payment per agreement | $ 2 |
Preferred Stock and Common St_3
Preferred Stock and Common Stock Warrants - Preferred Stock (Details) | Jan. 15, 2019USD ($) | Sep. 30, 2018USD ($)$ / sharesshares | Aug. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017shares |
York | |||||
Stockholders’ Equity | |||||
Number of directors appointed to Board | 3 | ||||
Valinor | |||||
Stockholders’ Equity | |||||
Number of directors appointed to Board | 2 | ||||
Bardin Hill | |||||
Stockholders’ Equity | |||||
Number of directors appointed to Board | 1 | ||||
Common Stock | |||||
Stockholders’ Equity | |||||
Issuance of stock (in shares) | shares | 414,000 | 1,026,000 | |||
Common Stock | Backstop Agreements | |||||
Stockholders’ Equity | |||||
Issuance of stock (in shares) | shares | 413,658 | ||||
Convertible Preferred Stock | |||||
Stockholders’ Equity | |||||
Temporary equity, issued value per share | 1,000 | ||||
Conversion Price | $ 7.50 | ||||
Number of trading days for conversion | 60 days | ||||
Number of consecutive trading days for conversion | 90 days | ||||
Minimum percentage of conversion price | 175.00% | ||||
Number of business days following FID event | 10 days | ||||
Dividends, temporary equity percentage | 12.00% | ||||
Paid-in-kind dividends | $ | $ 2,500,000 | $ 700,000 | |||
Series A Convertible Preferred stock | |||||
Stockholders’ Equity | |||||
Number of shares issued | shares | 50,000 | ||||
Convertible preferred stock, par value | $ 0.0001 | ||||
Temporary equity, issued value per share | 1,000 | ||||
Aggregate purchase price | $ | $ 50,000,000 | 38,549,000 | |||
Additional shares issued as origination fees | $ | $ 1,000 | ||||
Series B Convertible Preferred stock | |||||
Stockholders’ Equity | |||||
Number of shares issued | shares | 29,055 | ||||
Convertible preferred stock, par value | $ 0.0001 | ||||
Temporary equity, issued value per share | 1,000 | ||||
Aggregate purchase price | $ | $ 29,055,000 | $ 26,159,000 | |||
Additional shares issued as origination fees | $ | $ 581 |
Preferred Stock and Common St_4
Preferred Stock and Common Stock Warrants - Warrants (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($)$ / shares | |
Warrants | |
Gain (loss) recognized on revalued warrants | $ | $ 164 |
Series A Warrants | HGC | |
Warrants | |
Basis of acquired diluted common stock - warrants rights (as a percent) | 0.50% |
Strike price of warrants (in dollars per share) | $ 0.01 |
Series A Warrants | Fund Purchaser | |
Warrants | |
Basis of acquired diluted common stock - warrants rights (as a percent) | 0.21% |
Strike price of warrants (in dollars per share) | $ 0.01 |
Series B Warrants | Series B Convertible Preferred stock | |
Warrants | |
Basis of acquired diluted common stock - warrants rights (as a percent) | 0.42% |
Strike price of warrants (in dollars per share) | $ 0.01 |
Common Stock Warrants | |
Warrants | |
Term of warrants (in years) | 3 years |
Number of trading days to exercise prior to expiration term | 60 days |
Number of consecutive trading days to exercise warrants prior to expiration term | 90 days |
Minimum conversion price percentage | 175.00% |
Gain (loss) recognized on revalued warrants | $ | $ 164 |
Preferred Stock and Common St_5
Preferred Stock and Common Stock Warrants - Assumptions (Details) - Common Stock Warrants | 12 Months Ended |
Dec. 31, 2018$ / shares | |
Class of Warrant or Right [Line Items] | |
Stock price | $ 5.40 |
Exercise price | $ 0.01 |
Risk-free rate | 2.50% |
Volatility | 33.10% |
Term (years) | 2 years 8 months 12 days |
Preferred Stock and Common St_6
Preferred Stock and Common Stock Warrants - Allocation of net cash proceeds (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Allocation of net cash proceeds | ||
Gross proceeds | $ 79,055 | $ 30,100 |
Equity issuance costs | (2,104) | |
Net proceeds - Initial Fair Value Allocation | 76,951 | |
BCF | Additional Paid-in Capital | ||
Allocation of net cash proceeds | ||
Allocation to BCF | 2,530 | |
Per balance sheet upon issuance | 2,530 | |
Series A Convertible Preferred stock | ||
Allocation of net cash proceeds | ||
Net proceeds - Initial Fair Value Allocation | 41,079 | |
Allocation to BCF | (2,530) | |
Per balance sheet upon issuance | $ 38,549 | |
Contractual conversion price | $ 7.50 | |
Series A Convertible Preferred stock | HGC | ||
Allocation of net cash proceeds | ||
Accounting conversion price | 6.24 | |
Series A Convertible Preferred stock | Fund Purchaser | ||
Allocation of net cash proceeds | ||
Accounting conversion price | $ 5.58 | |
Series A Convertible Preferred stock | BCF | ||
Allocation of net cash proceeds | ||
Accretion of stock discount as a deemed dividend | $ 2,500 | |
Series B Convertible Preferred stock | ||
Allocation of net cash proceeds | ||
Net proceeds - Initial Fair Value Allocation | 26,159 | |
Per balance sheet upon issuance | 26,159 | |
Common Stock | Additional Paid-in Capital | ||
Allocation of net cash proceeds | ||
Net proceeds - Initial Fair Value Allocation | 2,108 | |
Per balance sheet upon issuance | 2,108 | |
Series A Warrants | ||
Allocation of net cash proceeds | ||
Net proceeds - Initial Fair Value Allocation | 4,859 | |
Per balance sheet upon issuance | 4,859 | |
Series B Warrants | ||
Allocation of net cash proceeds | ||
Net proceeds - Initial Fair Value Allocation | 2,746 | |
Per balance sheet upon issuance | $ 2,746 |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Weighted average common shares outstanding: | ||
Basic | 106,564 | 100,926 |
Diluted | 106,564 | 100,926 |
Basic and diluted net loss per common share (in dollar per share) | $ (0.41) | $ (0.35) |
Net Loss Per Share - Anti-Dilut
Net Loss Per Share - Anti-Dilutive Securities (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Anti-dilutive stock options not considered in computing diluted earnings per common share | 16,586 | 12,340 |
Unvested Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Anti-dilutive stock options not considered in computing diluted earnings per common share | 498 | 258 |
Shares excluded as performance conditions not yet satisfied | 10,800 | 25,700 |
Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Anti-dilutive stock options not considered in computing diluted earnings per common share | 3,552 | |
Common Stock Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Anti-dilutive stock options not considered in computing diluted earnings per common share | 454 | |
IPO Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Anti-dilutive stock options not considered in computing diluted earnings per common share | 12,082 | 12,082 |
Exercise price (per share) | $ 11.50 | |
Redemption price (per share) | $ 0.01 | |
Number of days of prior notice require to redeem | 30 days | |
Sale price of stock (per share) | $ 17.50 | |
Number of trading days considered for share price | 20 days | |
Total number of trading days considered | 30 days |
Share-based Compensation - Comp
Share-based Compensation - Compensation (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Summary of changes in restricted stock outstanding | |||
Total share-based compensation expense | $ 16,632 | $ 24,156 | |
Capitalized share-based compensation | 208 | (1,463) | |
Total share-based compensation expense | 16,840 | 22,693 | |
Share-based compensation liability | 3,018 | 1,815 | |
Non-current share-based compensation liability | 2,587 | ||
Equity awards | |||
Summary of changes in restricted stock outstanding | |||
Total share-based compensation expense | 19,032 | 19,754 | |
Liability awards | |||
Summary of changes in restricted stock outstanding | |||
Total share-based compensation expense | (2,400) | 4,402 | |
FID Bonus | |||
Summary of changes in restricted stock outstanding | |||
Percentage of FID bonus to be settled in shares of common stock | 110.00% | ||
Share-based compensation liability | $ 400 | ||
Non-current share-based compensation liability | $ 1,000 |
Share-based Compensation - Plan
Share-based Compensation - Plan Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Summary of changes in restricted stock outstanding | |
Total unrecognized compensation expected to be recognized over weighted average period | 9 months 18 days |
Equity awards | |
Summary of changes in restricted stock outstanding | |
Total unrecognized compensation costs | $ 23.3 |
Liability awards | |
Summary of changes in restricted stock outstanding | |
Total unrecognized compensation costs | $ 1.1 |
Share-based Compensation - Summ
Share-based Compensation - Summary of Restricted Stock Outstanding (Details) - Restricted stock shares in Thousands | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Shares | |
Non-vested at beginning of the year (in shares) | shares | 9,104 |
Granted (in shares) | shares | 1,868 |
Vested (in shares) | shares | (173) |
Forfeited | shares | 3,668 |
Non-vested at end of the year (in shares) | shares | 7,131 |
Weighted Average Grant Date Fair Value Per Share | |
Non-vested at beginning of the year (in dollars per share) | $ / shares | $ 10.15 |
Granted (in dollars per share) | $ / shares | 7.29 |
Vested (in dollars per share) | $ / shares | 7.76 |
Forfeited (in dollars per share) | $ / shares | 10.17 |
Non-vested at end of the year (in dollars per share) | $ / shares | $ 9.44 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of the federal statutory income tax rate | ||
U.S. federal statutory rate, beginning of year | 21.00% | 35.00% |
NextDecade LLC pre-merger net loss | (5.00%) | |
Officers' compensation | (5.00%) | (12.00%) |
U.S. tax reform rate change | (7.00%) | |
Other | (1.00%) | |
Valuation allowance | (15.00%) | (11.00%) |
Effective tax rate as reported | 0.00% | 0.00% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets | ||
Net operating loss carryforwards and credits | $ 5,302 | $ 1,694 |
Share-based compensation expense | 3,548 | 2,203 |
Property, plant and equipment | 1,399 | 3 |
Other | 51 | 11 |
Less: valuation allowance | (10,300) | (3,911) |
Total deferred tax assets | 0 | 0 |
Deferred tax liabilities | ||
Total deferred tax liabilities | 0 | 0 |
Net deferred tax assets (liabilities) | 0 | $ 0 |
Net operating loss carryforwards | 25,200 | |
Net operating loss carryforward subject to expiration | $ 7,800 |
Commitments and Contingencies -
Commitments and Contingencies - Leases and Land Options (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Oct. 31, 2018USD ($) | Mar. 31, 2017aitem | Jan. 31, 2017USD ($)a | Dec. 31, 2018USD ($)ft² | Dec. 31, 2017USD ($) | Sep. 30, 2018USD ($) | |
Commitments and Contingencies | ||||||
Lease expense | $ 1,000 | $ 700 | ||||
Remaining commitments | ||||||
2,019 | 1,299 | |||||
2,020 | 1,159 | |||||
2,021 | 3 | |||||
Total | $ 2,461 | |||||
EPC bid process | Maximum | ||||||
Future potential payments of other commitments | ||||||
2019 commitments | $ 14,900 | |||||
Houston Texas Lease | ||||||
Commitments and Contingencies | ||||||
Area of office space (in square feet) | ft² | 25,600 | |||||
Galveston Bay Leases | ||||||
Commitments and Contingencies | ||||||
Area of Land | a | 994 | |||||
Term of lease agreement | 36 months | |||||
Extension of term of contract | 12 months | |||||
Potential aggregate payments for early terminations | $ 50 | |||||
The Brownsville Lease | ||||||
Commitments and Contingencies | ||||||
Area of Land | a | 10 | |||||
Term of lease agreement | 8 months | |||||
Number of times agreement can be renewed | item | 6 | |||||
Extension of term of contract | 6 months | 6 months | ||||
Potential aggregate payments for early terminations | $ 0 |
Recent Accounting Pronounceme_3
Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Recent Accounting Pronouncements | ||||
Share-based compensation liability | $ 3,018 | $ 1,815 | ||
Additional Paid in Capital | 180,862 | $ 158,738 | ||
Accounting Standards Update 2016-02 | Scenario Forecast Adjustment | ||||
Recent Accounting Pronouncements | ||||
Impact on Right of use assets | $ 1,600 | |||
Impact on Lease Liabilities | $ 1,900 | |||
Accounting Standards Update 2018-07 | Proforma Adjustment | ||||
Recent Accounting Pronouncements | ||||
Share-based compensation liability | (2,000) | |||
Additional Paid in Capital | $ 2,000 | |||
Accounting Standards Update 2016-01 | Adjustment | ||||
Recent Accounting Pronouncements | ||||
Cumulative effect adjustment from adoption of ASU 2016-01 | $ 40 |