Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 07, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-36842 | |
Entity Registrant Name | NEXTDECADE CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-5723951 | |
Entity Address, Address Line One | 1000 Louisiana Street, Suite 3300 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77002 | |
City Area Code | 713 | |
Local Phone Number | 574-1880 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | NEXT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 259,474,273 | |
Entity Central Index Key | 0001612720 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Assets, Current [Abstract] | ||
Cash and cash equivalents | $ 38,142 | $ 38,241 |
Restricted cash | 164,937 | 256,237 |
Derivatives | 18,873 | 17,958 |
Prepaid expenses and other current assets | 2,103 | 2,089 |
Total current assets | 224,055 | 314,525 |
Property, plant and equipment, net | 3,733,783 | 2,437,733 |
Operating lease right-of-use assets | 168,255 | 170,827 |
Debt issuance costs | 357,903 | 389,695 |
Derivatives | 257,622 | 0 |
Other non-current assets | 15,556 | 11,021 |
Total assets | 4,757,174 | 3,323,801 |
Current liabilities: | ||
Accounts payable | 131,800 | 243,129 |
Accrued and other current liabilities | 364,909 | 306,115 |
Operating leases | 2,846 | 3,143 |
Total current liabilities | 499,555 | 552,387 |
Debt, net | 2,833,809 | 1,816,301 |
Operating leases | 145,026 | 145,962 |
Derivatives | 0 | 66,899 |
Other non-current liabilities | 0 | 1,818 |
Total liabilities | 3,478,390 | 2,583,367 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity | ||
Common stock, $0.0001 par value, 480.0 million authorized: 257.9 million and 256.5 million outstanding, respectively | 26 | 26 |
Treasury stock: 2.2 million shares and 2.2 million respectively, at cost | (14,367) | (14,214) |
Preferred stock, $0.0001 par value, 0.5 million authorized: none outstanding | 0 | 0 |
Additional paid-in-capital | 1,043,307 | 693,883 |
Accumulated deficit | (396,002) | (391,772) |
Total stockholders’ equity | 632,964 | 287,923 |
Non-controlling interest | 645,820 | 452,511 |
Total equity | 1,278,784 | 740,434 |
Total liabilities and equity | $ 4,757,174 | $ 3,323,801 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par or stated value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 480,000,000 | 480,000,000 |
Common stock, issued (in shares) | 257,900,000 | 256,500,000 |
Common stock, outstanding (in shares) | 257,900,000 | 256,500,000 |
Treasury stock, common (in shares) | 2,200,000 | 2,200,000 |
Preferred stock, par or stated value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 500,000 | 500,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expenses: | ||||
General and administrative expense | 33,902 | 26,795 | 66,407 | 53,067 |
Development expense | 2,409 | 418 | 4,918 | 882 |
Lease expense | 2,603 | 325 | 5,622 | 662 |
Depreciation expense | 620 | 38 | 704 | 75 |
Total operating expenses | 39,534 | 27,576 | 77,651 | 54,686 |
Total operating loss | (39,534) | (27,576) | (77,651) | (54,686) |
Other income (expense): | ||||
Derivative gain (loss) | 109,067 | (87,450) | 367,939 | (87,450) |
Interest expense, net of capitalized interest | (26,030) | 0 | (51,509) | 0 |
Loss on debt extinguishment | (40,133) | 0 | (47,573) | 0 |
Other, net | (1,066) | (5,263) | (2,127) | (5,500) |
Total other income (expense) | 41,838 | (92,713) | 266,730 | (92,950) |
Net income (loss) attributable to NextDecade Corporation | 2,304 | (120,289) | 189,079 | (147,636) |
Less: net income attributable to non-controlling interest | 34,880 | 0 | 193,309 | 0 |
Less: preferred stock dividends | 0 | 6,754 | 0 | 13,454 |
Net loss attributable to common stockholders | $ (32,576) | $ (127,043) | $ (4,230) | $ (161,090) |
Net loss per common share - basic (in usd per share) | $ (0.13) | $ (0.84) | $ (0.02) | $ (1.08) |
Net loss per common share - diluted (in usd per share) | $ (0.13) | $ (0.84) | $ (0.02) | $ (1.08) |
Weighted average shares outstanding - basic (in shares) | 257,842 | 150,933 | 257,275 | 148,943 |
Weighted average shares outstanding - diluted (in shares) | 257,842 | 150,933 | 257,275 | 148,943 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity and Convertible Preferred Stock - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Non-controlling Interest | Preferred Stock |
Beginning balance at Dec. 31, 2022 | $ 54,371 | $ 14 | $ (4,587) | $ 289,084 | $ (230,140) | $ 0 | $ 202,443 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock, net | 2 | 74,985 | |||||
Shares repurchased related to share-based compensation | (70) | ||||||
Share-based compensation | 12,120 | ||||||
Receipt of equity commitments | 0 | ||||||
Exercise of common stock warrants | 0 | ||||||
Preferred stock dividends | (13,454) | (13,454) | 13,421 | ||||
Net loss | (147,636) | (147,636) | 0 | ||||
Ending balance at Jun. 30, 2023 | (19,682) | 16 | (4,657) | 362,735 | (377,776) | 0 | 215,864 |
Beginning balance at Mar. 31, 2023 | 56,836 | 15 | (4,634) | 318,942 | (257,487) | 0 | 209,129 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock, net | 1 | 39,986 | |||||
Shares repurchased related to share-based compensation | (23) | ||||||
Share-based compensation | 10,561 | ||||||
Receipt of equity commitments | 0 | ||||||
Exercise of common stock warrants | 0 | ||||||
Preferred stock dividends | (6,754) | (6,754) | 6,735 | ||||
Net loss | (120,289) | 0 | |||||
Ending balance at Jun. 30, 2023 | (19,682) | 16 | (4,657) | 362,735 | (377,776) | 0 | 215,864 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Total stockholders' equity | (19,682) | ||||||
Total stockholders' equity | 287,923 | ||||||
Beginning balance at Dec. 31, 2023 | 740,434 | 26 | (14,214) | 693,883 | (391,772) | 452,511 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock, net | 0 | 0 | |||||
Shares repurchased related to share-based compensation | (153) | ||||||
Share-based compensation | 8,982 | ||||||
Receipt of equity commitments | 333,293 | ||||||
Exercise of common stock warrants | 7,149 | ||||||
Preferred stock dividends | 0 | 0 | 0 | ||||
Net loss | 189,079 | (4,230) | 193,309 | ||||
Ending balance at Jun. 30, 2024 | 1,278,784 | 26 | (14,367) | 1,043,307 | (396,002) | 645,820 | |
Beginning balance at Mar. 31, 2024 | 1,131,037 | 26 | (14,308) | 897,805 | (363,426) | 610,940 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock, net | 0 | 0 | |||||
Shares repurchased related to share-based compensation | (59) | ||||||
Share-based compensation | 4,573 | ||||||
Receipt of equity commitments | 138,666 | ||||||
Exercise of common stock warrants | 2,263 | ||||||
Preferred stock dividends | 0 | 0 | $ 0 | ||||
Net loss | (32,576) | 34,880 | |||||
Ending balance at Jun. 30, 2024 | 1,278,784 | $ 26 | $ (14,367) | $ 1,043,307 | $ (396,002) | $ 645,820 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Total stockholders' equity | $ 632,964 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2024 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | |
Operating activities: | |||
Net loss | $ 189,079 | $ (147,636) | |
Adjustment to reconcile net income (loss) to net cash used in operating activities | |||
Depreciation | $ 620 | 704 | 75 |
Share-based compensation expense | 8,847 | 12,340 | |
Derivative gain (loss) | (109,067) | (367,939) | 87,450 |
Derivative settlements | 42,503 | 0 | |
Amortization of right-of-use assets | 2,573 | 523 | |
Loss on extinguishment of debt | 40,133 | 47,573 | 0 |
Amortization of debt issuance costs | 33,090 | 0 | |
Other | 3,576 | 5,822 | |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | (15) | (51) | |
Accounts payable | 2,310 | 309 | |
Operating lease liabilities | (1,234) | (593) | |
Accrued expenses and other liabilities | 16,095 | 557 | |
Net cash used in operating activities | (22,838) | (41,204) | |
Investing activities: | |||
Acquisition of property, plant and equipment | (1,367,886) | (52,953) | |
Acquisition of other non-current assets | (6,404) | (3,518) | |
Net cash used in investing activities | (1,374,290) | (56,471) | |
Financing activities: | |||
Proceeds from debt issuance | 2,300,554 | 0 | |
Receipt of equity commitments | 333,333 | 0 | |
Repayment of debt | (1,282,000) | 0 | |
Costs associated with repayment of debt | (9,448) | 0 | |
Proceeds from sale of common stock | 0 | 75,000 | |
Debt issuance costs | (36,557) | 0 | |
Preferred stock dividends | 0 | (32) | |
Shares repurchased related to share-based compensation | (153) | (70) | |
Net cash provided by financing activities | 1,305,729 | 74,898 | |
Net decrease in cash, cash equivalents and restricted cash | (91,399) | (22,777) | |
Cash, cash equivalents and restricted cash – beginning of period | 294,478 | 62,789 | |
Cash, cash equivalents and restricted cash – end of period | 203,079 | 203,079 | 40,012 |
Balance per Consolidated Balance Sheets: | |||
Cash and cash equivalents | 38,142 | 38,142 | |
Restricted cash | 164,937 | 164,937 | |
Total cash, cash equivalents and restricted cash | $ 203,079 | $ 203,079 | $ 40,012 |
Background and Basis of Present
Background and Basis of Presentation | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Basis of Presentation | Background and Basis of Presentation NextDecade Corporation, a Delaware corporation, is a Houston-based energy company primarily engaged in construction and development activities related to the liquefaction of natural gas and sale of LNG and the capture and storage of CO 2 emissions. We are constructing a natural gas liquefaction and export facility located in the Rio Grande Valley in Brownsville, Texas (the “Rio Grande LNG Facility”). The Rio Grande LNG Facility has received Federal Energy Regulatory Commission (“FERC”) approval and Department of Energy (“DOE”) FTA and non-FTA authorizations for the construction of five liquefaction trains and LNG exports totaling 27 million tonnes per annum (“MTPA”). The Rio Grande LNG Facility has three liquefaction trains and related infrastructure (“Phase 1”) under construction while liquefaction trains 4 and 5 are currently in development. We are also developing a planned carbon capture and storage (“CCS”) project at the Rio Grande LNG Facility and other potential CCS projects that would be located at third-party industrial facilities. The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2023. In our opinion, all adjustments, consisting only of normal recurring items, which are considered necessary for a fair presentation of the unaudited consolidated financial statements, have been included. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the operating results for the full year. Certain reclassifications have been made to conform prior period information to the current presentation. The reclassifications did not have a material effect on the Company’s financial position, results of operations or cash flows. The Company has incurred operating losses since its inception and management expects operating losses and negative cash flows to continue until the commencement of operations at the Rio Grande LNG Facility and, as a result, the Company will require additional capital to fund its operations and execute its business plan. As of June 30, 2024, the Company had $38.1 million in cash and cash equivalents and available commitments of $26.2 million under a revolving loan facility, which may not be sufficient to fund the Company’s planned operations and development activities for future phases of the Rio Grande LNG Facility, including expected spending for Train 4 prior to a positive final investment decision (“FID”), and CCS projects through one year after the date the consolidated financial statements are issued. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern. The analysis used to determine the Company’s ability to continue as a going concern does not include cash sources outside of the Company’s direct control that management expects to be available within the next twelve months. The Company plans to alleviate the going concern issue by obtaining sufficient funding through additional equity, equity-based or debt instruments or any other means and by managing certain operating and overhead costs. The Company’s ability to raise additional capital in the equity and debt markets, should the Company choose to do so, is dependent on a number of factors, including, but not limited to, the market demand for the Company’s equity or debt securities, which itself is subject to a number of business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such additional capital at a price or on terms that are satisfactory to the Company. In the event the Company is unable to obtain sufficient additional funding, there can be no assurance that it will be able to continue as a going concern. These consolidated financial statements have been prepared on a going concern basis and do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary in the event the Company can no longer continue as a going concern. |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consisted of the following (in thousands): June 30, December 31, Rio Grande LNG Facility under construction $ 3,720,997 $ 2,431,389 Corporate and other 13,537 7,518 Total property, plant and equipment, at cost 3,734,534 $ 2,438,907 Less: accumulated depreciation (751) (1,174) Total property, plant and equipment, net $ 3,733,783 $ 2,437,733 |
Derivatives
Derivatives | 6 Months Ended |
Jun. 30, 2024 | |
Derivative [Abstract] | |
Derivatives | Derivatives In July 2023, Rio Grande entered into interest rate swaps agreements (the “Swaps”) to protect against interest rate volatility by hedging a portion of the floating-rate interest payments associated with the credit facilities described in Note 6 — Debt . In June 2024, Rio Grande reduced the maximum notional amount associated with the Swaps by approximately $583.1 million, which resulted in a realized derivative gain of $30.9 million. As of June 30, 2024, Rio Grande has the following Swaps outstanding (in thousands): Initial Notional Amount Maximum Notional Amount Maturity (1) Weighted Average Fixed Interest Rate Paid Variable Interest Rate Received $ 123,000 $ 7,916,900 2048 3.4 % USD - SOFR (1) Swaps have an early mandatory termination date in July 2030. The Company values the Swaps using an income-based approach based on observable inputs to the valuation model including interest rate curves, risk adjusted discount rates, credit spreads and other relevant data. The fair value of the Swaps is approximately $276.5 million as of June 30, 2024, and is classified as Level 2 in the fair value hierarchy. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | Leases The Company commenced the Rio Grande LNG Facility site lease on July 12, 2023 and it has an initial term of 30 years. The Company has the option to renew and extend the term of the lease for up to two consecutive renewal periods of ten years each, but as the Company is not reasonably certain that those options will be exercised, none are recognized as part of our right of use assets and lease liabilities. The Company has also entered into an office space lease which expires on December 31, 2035, and does not include any options for renewal. For the three months ended June 30, 2024 and 2023, our operating lease costs were $2.6 million and $0.3 million, respectively. For the six months ended June 30, 2024 and 2023, our operating lease costs were $5.6 million and $0.7 million. Maturity of operating lease liabilities as of June 30, 2024 are as follows (in thousands, except lease term and discount rate): 2024 (remaining) $ 3,814 2025 7,610 2026 9,522 2027 9,565 2028 9,609 Thereafter 199,241 Total undiscounted lease payments 239,361 Discount to present value (91,489) Present value of lease liabilities $ 147,872 Weighted average remaining lease term - years 27.3 Weighted average discount rate - percent 4.0 Other information related to our operating leases is as follows (in thousands): Six Months Ended June 30, 2024 2023 Operating cash flows for amounts paid included in the measurement of operating lease liabilities $ 4,206 $ 593 |
Accrued Liabilities and Other C
Accrued Liabilities and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued Liabilities and Other Current Liabilities | Accrued Liabilities and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): June 30, December 31, Rio Grande LNG Facility costs $ 311,978 $ 268,821 Accrued interest 28,935 20,392 Employee compensation expense 6,937 9,270 Professional services 4,415 — Other accrued liabilities 12,644 7,632 Total accrued and other current liabilities $ 364,909 $ 306,115 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consisted of the following (in thousands): June 30, December 31, Senior Secured Notes and Loans: 6.67% Senior Secured Notes due 2033 $ 700,000 $ 700,000 6.72% Senior Secured Loans due 2033 356,000 356,000 7.11% Senior Secured Loans due 2047 251,000 251,000 6.85% Senior Secured Notes due 2047 190,000 — 6.58% Senior Secured Notes due 2047 1,115,000 — Total Senior Secured Notes and Loans 2,612,000 1,307,000 Credit Facilities: CD Senior Working Capital Facility — — CD Credit Facility 93,000 484,000 TCF Credit Facility 136,000 59,000 Corporate Credit Facility 27,554 — Total debt 2,868,554 1,850,000 Unamortized debt issuance costs (34,745) (33,699) Total debt, net $ 2,833,809 $ 1,816,301 Senior Secured Notes and Loans The 6.67% Senior Secured Notes, 6.85% Senior Secured Notes and 6.58% Senior Secured Notes (collectively, the “Senior Secured Notes”) as well as the 6.72% Senior Secured Loans and 7.11% Senior Secured Loans (collectively, the “Senior Secured Loans”) are senior secured obligations of Rio Grande, ranking senior in right of payment to any and all of Rio Grande’s future indebtedness that is subordinated to the Senior Secured Notes and the Senior Secured Loans, and equal in right of payment with Rio Grande’s other existing and future indebtedness that is senior and secured by the same collateral securing the Senior Secured Notes and Senior Secured Loans. The Senior Secured Notes and Senior Secured Loans are secured on a first-priority basis by a security interest in all of the membership interests in Rio Grande and substantially all of Rio Grande’s assets, on a pari passu basis with the CD Credit Agreement and the TCF Credit Facility. Credit Facilities Below is a summary of our committed credit facilities outstanding as of June 30, 2024 (in thousands): CD Senior Working Capital Facility CD Credit Facility TCF Credit Facility Corporate Credit Total Facility Size $ 500,000 $ 8,448,000 $ 800,000 $ 62,500 Less: Outstanding balance — 93,000 136,000 27,554 Letters of credit issued 158,525 — — — Available commitment $ 341,475 $ 8,355,000 $ 664,000 $ 34,946 Priority ranking Senior secured Senior secured Senior secured Senior secured Interest rate on outstanding balance SOFR + 2.25% SOFR + 2.25% SOFR + 2.25% SOFR + 4.50% Commitment fees on undrawn balance 0.68 % 0.68 % 0.68 % 1.35 % Maturity Date 2030 2030 2030 2026 The obligations of Rio Grande under the CD Senior Working Capital Facility and CD Credit Facility are secured by substantially all of the assets of Rio Grande as well as a pledge of all of the membership interests in Rio Grande on a first-priority, pari passu basis with the Senior Secured Notes, the Senior Secured Loans and the loans made under the TCF Credit Facility. The obligations of Rio Grande under the TCF Credit Agreement are secured by substantially all of the assets of Rio Grande as well as a pledge of all of the membership interests in Rio Grande on a first-priority, pari passu basis with the Senior Secured Notes, the Senior Secured Loans and the loans made under the CD Credit Agreement. Total Energies Holdings SAS provides contingent credit support to the lenders under the TCF Credit Agreement to pay past due amounts owing from Rio Grande under the agreement upon demand. The obligations of NextDecade LLC under the Corporate Credit Facility are guaranteed by Rio Grande LNG Super Holdings, LLC and Rio Grande LNG Intermediate Super Holdings, LLC, wholly owned subsidiaries of NextDecade LLC. The Corporate Credit Facility matures at the earlier of two years from the closing date or 10 business days after a positive FID on Train 4 at the Rio Grande LNG facility. Restrictive Debt Covenants The CD Credit Facility and the TCF Credit Facility (collectively, the “Rio Grande Facilities”) include certain covenants and events of default customary for project financings, including a requirement that interest rates for a minimum of 75% of the projected and outstanding principal amount be hedged or have fixed interest rates. The Rio Grande Facilities, the Senior Secured Loans, and Senior Secured Notes require Rio Grande to maintain a historical debt service coverage ratio of at least 1.10:1.00 at the end of each fiscal quarter starting from the initial principal payment date. With respect to certain events, including a change of control event and receipt of certain proceeds from asset sales, events of loss or liquidated damages, the Senior Secured Notes and Senior Secured Loans requires Rio Grande to make an offer to repay the amounts outstanding at 101% (with respect to a change of control event) or par (with respect to each other event). As of June 30, 2024, the Company was in compliance with all covenants related to its respective debt agreements. Debt Extinguishment As of June 30, 2024, Rio Grande has made repayments of $1,282.0 million, on the outstanding principal balance of the CD Credit Facility. As a result of these repayments, during the three and six months ended June 30, 2024, Rio Grande recognized approximately $40.1 million and $47.6 million loss on extinguishment, respectively. Debt Maturities Principal Payments 2024 - 2025 $ — 2026 27,554 2027 - 2028 — Thereafter 2,841,000 Total $ 2,868,554 Interest Expense Total interest expense, net of capitalized interest, consisted of the following (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Interest per contractual rate $ 46,696 $ — $ 83,287 $ — Amortization of debt issuance costs 16,527 — 32,915 — Other interest costs 604 — 1,155 — Total interest cost 63,827 — 117,357 — Capitalized interest (37,797) — (65,848) — Total interest expense, net of capitalized interest $ 26,030 $ — $ 51,509 $ — Fair Value Disclosures The following table shows the carrying amount and estimated fair value of our debt (in thousands): June 30, 2024 December 31, 2023 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Senior Notes — Level 2 $ 2,005,000 $ 2,031,984 $ 700,000 $ 743,593 Senior Loans — Level 2 607,000 624,874 607,000 632,998 With the exception of the 6.58% Senior Secured Notes, the fair value of the Senior Secured Notes and Senior Secured Loans was calculated based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including interest rates on debt issued by parties with comparable credit ratings. The fair value of the 6.58% Senior Secured Notes approximates its’ carrying amount due to the close proximity of the issuance of the debt and June 30, 2024. The fair value of the CD Credit Facility, TCF Credit Facility and Corporate Credit Facility approximates its respective carrying amount due to its variable interest rate, which approximates a market interest rate. |
Variable Interest Entity
Variable Interest Entity | 6 Months Ended |
Jun. 30, 2024 | |
Variable Interest Entity, Measure of Activity [Abstract] | |
Variable Interest Entity | Variable Interest Entity Intermediate Holdings and its wholly owned subsidiaries, including Rio Grande, have been formed to undertake construction and operation of Phase 1 of the Rio Grande LNG Facility. The Company is not obligated to fund losses of Intermediate Holdings, however, the Company’s capital account, which would be considered in allocating the net assets of Intermediate Holdings were it to be liquidated, continues to share in losses of Intermediate Holdings. Further, Rio Grande has granted the Company decision-making rights regarding the construction of Phase 1 of the Rio Grande LNG Facility and key aspects of its operation, which may only be terminated by equity holders for cause, via agreements with NextDecade LLC. Due to the foregoing, the Company determined that it holds a variable interest in Rio Grande through Intermediate Holdings and is its primary beneficiary, and therefore consolidates Intermediate Holdings in these Consolidated Financial Statements. The following table presents the summarized assets and liabilities (in thousands) of Intermediate Holdings, which are included in the Company’s Consolidated Balance Sheets. The assets in the table below may only be used to settle the obligations of Intermediate Holdings. In addition, there is no recourse to us for the consolidated VIE’s liabilities. The assets and liabilities in the table below include assets and liabilities of Intermediate Holdings only and exclude intercompany balances between Intermediate Holdings and NextDecade, which are eliminated in the Consolidated Financial Statements of NextDecade. June 30, December 31, Assets Current assets: Restricted cash $ 164,937 $ 256,237 Derivatives 18,873 17,958 Prepaid expenses and other current assets 68 108 Total current assets 183,878 274,303 Property, plant and equipment, net 3,719,176 2,428,583 Operating lease right-of-use assets 155,378 157,053 Debt issuance costs 355,506 389,695 Derivatives 257,622 — Other non-current assets 15,407 9,374 Total assets $ 4,686,967 $ 3,259,008 Liabilities Current liabilities: Accounts payable $ 129,372 $ 238,582 Accrued liabilities and other current liabilities 348,924 288,779 Operating lease 2,601 2,554 Total current liabilities 480,897 529,915 Operating lease 130,589 131,901 Derivatives — 66,899 Debt, net 2,806,255 1,816,301 Total liabilities $ 3,417,741 $ 2,545,016 |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Potentially dilutive securities not included in the diluted net income (loss) per share computations because their effect would have been anti-dilutive were as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Unvested stock and stock units (1) 8,473 2,014 8,475 2,033 Convertible preferred stock — 57,039 — 56,239 Common stock warrants 612 1,448 1,159 1,414 Total potentially dilutive common shares 9,085 60,501 9,634 59,686 (1) Includes the impact of unvested shares containing performance conditions to the extent that the underlying performance conditions are satisfied based on actual results as of the respective dates. |
Share-based Compensation
Share-based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation | Share-based Compensation We have granted shares of Company common stock, restricted Company common stock and restricted stock units to employees, consultants and non-employee directors under our 2017 Omnibus Incentive Plan, as amended (the “2017 Plan”). Total share-based compensation expense consisted of the following (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Equity awards $ 4,403 $ 10,561 $ 8,812 $ 12,120 Liability awards 5 220 35 220 Total share-based compensation expense $ 4,408 $ 10,781 $ 8,847 $ 12,340 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Due to our cumulative loss position, we have established a full valuation allowance against our deferred tax assets at June 30, 2024 and December 31, 2023. Due to our full valuation allowance, we have not recorded a provision for federal or state income taxes during either of the three and six months ended June 30, 2024 or 2023. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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. As of June 30, 2024, 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 effect will not occur. |
Supplemental Cash Flows
Supplemental Cash Flows | 6 Months Ended |
Jun. 30, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flows | Supplemental Cash Flows The following table provides supplemental disclosure of cash flow information (in thousands): Six Months Ended 2024 2023 Accounts payable for acquisition of property, plant and equipment $ 131,074 $ 7,066 Accruals for acquisition of property, plant and equipment 311,978 — Non-cash settlement of warrant liabilities 7,149 — Corporate fixed asset retirements 1,256 — Accrued liabilities for debt and equity issuance costs 3,975 7,627 Reclassification from other non-current assets to property, plant and equipment 1,867 — Non-cash settlement of paid-in-kind dividends on convertible preferred stock — 13,421 Accounts Payable for debt and equity issuance costs — 4,473 Accrued liabilities for acquisition of other non-current assets — 457 |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event On August 6, 2024, the U.S. Court of Appeals for the D.C. Circuit (the “Court”) issued an order vacating the FERC remand authorization of the Rio Grande LNG Facility on the grounds that the FERC should have issued a supplemental Environmental Impact Statement (“EIS”) during its remand process. The Court's decision will not be effective until the Court has issued its mandate, which is not expected to occur until after the appeals process has been completed. At this time, construction continues on Phase 1 at the Rio Grande LNG Facility. The Company is reviewing the Court's decision and assessing all of its options, together with the key project constituencies, including its equity partners and lenders. The Company expects to take all available legal and regulatory actions, including but not limited to, appellate actions and other strategies, to ensure that construction on Phase 1 will continue and that necessary regulatory approvals will be maintained to enable the construction of Trains 4 and 5 at the Rio Grande LNG Facility. As of August 14, 2024, the Company was in compliance with all covenants related to its respective debt agreements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||
Net loss | $ 189,079 | $ (147,636) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment consisted of the following (in thousands): June 30, December 31, Rio Grande LNG Facility under construction $ 3,720,997 $ 2,431,389 Corporate and other 13,537 7,518 Total property, plant and equipment, at cost 3,734,534 $ 2,438,907 Less: accumulated depreciation (751) (1,174) Total property, plant and equipment, net $ 3,733,783 $ 2,437,733 |
Derivatives (Tables)
Derivatives (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Derivative [Abstract] | |
Schedule of Derivative Instruments | As of June 30, 2024, Rio Grande has the following Swaps outstanding (in thousands): Initial Notional Amount Maximum Notional Amount Maturity (1) Weighted Average Fixed Interest Rate Paid Variable Interest Rate Received $ 123,000 $ 7,916,900 2048 3.4 % USD - SOFR (1) Swaps have an early mandatory termination date in July 2030. |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Lessee, Operating Lease, Liability, to be Paid, Maturity | Maturity of operating lease liabilities as of June 30, 2024 are as follows (in thousands, except lease term and discount rate): 2024 (remaining) $ 3,814 2025 7,610 2026 9,522 2027 9,565 2028 9,609 Thereafter 199,241 Total undiscounted lease payments 239,361 Discount to present value (91,489) Present value of lease liabilities $ 147,872 Weighted average remaining lease term - years 27.3 Weighted average discount rate - percent 4.0 |
Lease, Cost | Other information related to our operating leases is as follows (in thousands): Six Months Ended June 30, 2024 2023 Operating cash flows for amounts paid included in the measurement of operating lease liabilities $ 4,206 $ 593 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): June 30, December 31, Rio Grande LNG Facility costs $ 311,978 $ 268,821 Accrued interest 28,935 20,392 Employee compensation expense 6,937 9,270 Professional services 4,415 — Other accrued liabilities 12,644 7,632 Total accrued and other current liabilities $ 364,909 $ 306,115 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following (in thousands): June 30, December 31, Senior Secured Notes and Loans: 6.67% Senior Secured Notes due 2033 $ 700,000 $ 700,000 6.72% Senior Secured Loans due 2033 356,000 356,000 7.11% Senior Secured Loans due 2047 251,000 251,000 6.85% Senior Secured Notes due 2047 190,000 — 6.58% Senior Secured Notes due 2047 1,115,000 — Total Senior Secured Notes and Loans 2,612,000 1,307,000 Credit Facilities: CD Senior Working Capital Facility — — CD Credit Facility 93,000 484,000 TCF Credit Facility 136,000 59,000 Corporate Credit Facility 27,554 — Total debt 2,868,554 1,850,000 Unamortized debt issuance costs (34,745) (33,699) Total debt, net $ 2,833,809 $ 1,816,301 |
Schedule of Line of Credit Facilities | Below is a summary of our committed credit facilities outstanding as of June 30, 2024 (in thousands): CD Senior Working Capital Facility CD Credit Facility TCF Credit Facility Corporate Credit Total Facility Size $ 500,000 $ 8,448,000 $ 800,000 $ 62,500 Less: Outstanding balance — 93,000 136,000 27,554 Letters of credit issued 158,525 — — — Available commitment $ 341,475 $ 8,355,000 $ 664,000 $ 34,946 Priority ranking Senior secured Senior secured Senior secured Senior secured Interest rate on outstanding balance SOFR + 2.25% SOFR + 2.25% SOFR + 2.25% SOFR + 4.50% Commitment fees on undrawn balance 0.68 % 0.68 % 0.68 % 1.35 % Maturity Date 2030 2030 2030 2026 |
Schedule of Maturities of Long-Term Debt | Principal Payments 2024 - 2025 $ — 2026 27,554 2027 - 2028 — Thereafter 2,841,000 Total $ 2,868,554 |
Interest Income and Interest Expense Disclosure | Total interest expense, net of capitalized interest, consisted of the following (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Interest per contractual rate $ 46,696 $ — $ 83,287 $ — Amortization of debt issuance costs 16,527 — 32,915 — Other interest costs 604 — 1,155 — Total interest cost 63,827 — 117,357 — Capitalized interest (37,797) — (65,848) — Total interest expense, net of capitalized interest $ 26,030 $ — $ 51,509 $ — |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The following table shows the carrying amount and estimated fair value of our debt (in thousands): June 30, 2024 December 31, 2023 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Senior Notes — Level 2 $ 2,005,000 $ 2,031,984 $ 700,000 $ 743,593 Senior Loans — Level 2 607,000 624,874 607,000 632,998 |
Variable Interest Entity (Table
Variable Interest Entity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Variable Interest Entity, Measure of Activity [Abstract] | |
Schedule of Variable Interest Entities | The assets and liabilities in the table below include assets and liabilities of Intermediate Holdings only and exclude intercompany balances between Intermediate Holdings and NextDecade, which are eliminated in the Consolidated Financial Statements of NextDecade. June 30, December 31, Assets Current assets: Restricted cash $ 164,937 $ 256,237 Derivatives 18,873 17,958 Prepaid expenses and other current assets 68 108 Total current assets 183,878 274,303 Property, plant and equipment, net 3,719,176 2,428,583 Operating lease right-of-use assets 155,378 157,053 Debt issuance costs 355,506 389,695 Derivatives 257,622 — Other non-current assets 15,407 9,374 Total assets $ 4,686,967 $ 3,259,008 Liabilities Current liabilities: Accounts payable $ 129,372 $ 238,582 Accrued liabilities and other current liabilities 348,924 288,779 Operating lease 2,601 2,554 Total current liabilities 480,897 529,915 Operating lease 130,589 131,901 Derivatives — 66,899 Debt, net 2,806,255 1,816,301 Total liabilities $ 3,417,741 $ 2,545,016 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Potentially dilutive securities not included in the diluted net income (loss) per share computations because their effect would have been anti-dilutive were as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Unvested stock and stock units (1) 8,473 2,014 8,475 2,033 Convertible preferred stock — 57,039 — 56,239 Common stock warrants 612 1,448 1,159 1,414 Total potentially dilutive common shares 9,085 60,501 9,634 59,686 (1) Includes the impact of unvested shares containing performance conditions to the extent that the underlying performance conditions are satisfied based on actual results as of the respective dates. |
Share-based Compensation (Table
Share-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award | Total share-based compensation expense consisted of the following (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Equity awards $ 4,403 $ 10,561 $ 8,812 $ 12,120 Liability awards 5 220 35 220 Total share-based compensation expense $ 4,408 $ 10,781 $ 8,847 $ 12,340 |
Supplemental Cash Flows (Tables
Supplemental Cash Flows (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The following table provides supplemental disclosure of cash flow information (in thousands): Six Months Ended 2024 2023 Accounts payable for acquisition of property, plant and equipment $ 131,074 $ 7,066 Accruals for acquisition of property, plant and equipment 311,978 — Non-cash settlement of warrant liabilities 7,149 — Corporate fixed asset retirements 1,256 — Accrued liabilities for debt and equity issuance costs 3,975 7,627 Reclassification from other non-current assets to property, plant and equipment 1,867 — Non-cash settlement of paid-in-kind dividends on convertible preferred stock — 13,421 Accounts Payable for debt and equity issuance costs — 4,473 Accrued liabilities for acquisition of other non-current assets — 457 |
Background and Basis of Prese_2
Background and Basis of Presentation (Details) $ in Thousands, t in Millions | Jun. 30, 2024 USD ($) train t | Dec. 31, 2023 USD ($) |
Product Information [Line Items] | ||
Cash and cash equivalents | $ | $ 38,142 | $ 38,241 |
Revolving Credit Facility | ||
Product Information [Line Items] | ||
Available commitment | $ | $ 26,200 | |
Rio Grande Liquefied Natural Gas Facility | ||
Product Information [Line Items] | ||
Number of liquefaction trains authorized | 5 | |
Liquefied natural gas export authorized, mass | t | 27 | |
Number of liquefaction trains | 3 | |
Number of liquefaction trains under development | 2 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Table] | ||
Total property, plant and equipment, at cost | $ 3,734,534 | $ 2,438,907 |
Less: accumulated depreciation | (751) | (1,174) |
Total property, plant and equipment, net | 3,733,783 | 2,437,733 |
Rio Grande LNG Facility under construction | ||
Property, Plant and Equipment [Table] | ||
Total property, plant and equipment, at cost | 3,720,997 | 2,431,389 |
Corporate and other | ||
Property, Plant and Equipment [Table] | ||
Total property, plant and equipment, at cost | $ 13,537 | $ 7,518 |
Derivatives - Interest Rate Swa
Derivatives - Interest Rate Swaps Outstanding (Details) - Rio Grande - Interest Rate Swap $ in Thousands | Jun. 30, 2024 USD ($) |
Derivative [Line Items] | |
Derivative, notional amount | $ 123,000 |
Weighted Average Fixed Interest Rate Paid | 3.40% |
Maximum | |
Derivative [Line Items] | |
Derivative, notional amount | $ 7,916,900 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) - Interest Rate Swap $ in Millions | 1 Months Ended |
Jun. 30, 2024 USD ($) | |
Derivative [Line Items] | |
Derivative, maximum notional amount, increase (decrease) | $ (583.1) |
Realized derivative gain (loss) | 30.9 |
Fair Value, Inputs, Level 2 | |
Derivative [Line Items] | |
Derivatives | $ 276.5 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 USD ($) renewal_period | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) renewal_period | Jun. 30, 2023 USD ($) | |
Leases [Abstract] | ||||
Term of contract | 30 years | 30 years | ||
Number of consecutive renewal term | renewal_period | 2 | 2 | ||
Renewal term | 10 years | 10 years | ||
Operating lease costs | $ | $ 2.6 | $ 0.3 | $ 5.6 | $ 0.7 |
Leases - Maturity of Operating
Leases - Maturity of Operating Leases (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Leases [Abstract] | |
2024 (remaining) | $ 3,814 |
2025 | 7,610 |
2026 | 9,522 |
2027 | 9,565 |
2028 | 9,609 |
Thereafter | 199,241 |
Total undiscounted lease payments | 239,361 |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | (91,489) |
Present value of lease liabilities | $ 147,872 |
Weighted average remaining lease term - years | 27 years 3 months 18 days |
Weighted average discount rate - percent | 4% |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||
Operating cash flows for amounts paid included in the measurement of operating lease liabilities | $ 4,206 | $ 593 |
Accrued Liabilities and Other_3
Accrued Liabilities and Other Current Liabilities - Summary of Accrued Liabilities and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Rio Grande LNG Facility costs | $ 311,978 | $ 268,821 |
Accrued interest | 28,935 | 20,392 |
Employee compensation expense | 6,937 | 9,270 |
Professional services | 4,415 | 0 |
Other accrued liabilities | 12,644 | 7,632 |
Total accrued and other current liabilities | $ 364,909 | $ 306,115 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Total debt | $ 2,868,554 | $ 1,850,000 |
Unamortized debt issuance costs | (34,745) | (33,699) |
Total debt, net | 2,833,809 | 1,816,301 |
CD Senior Working Capital Facility | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 0 |
CD Credit Facility | ||
Debt Instrument [Line Items] | ||
Total debt | 93,000 | 484,000 |
TCF Credit Facility | ||
Debt Instrument [Line Items] | ||
Total debt | 136,000 | 59,000 |
Corporate Credit Facility | ||
Debt Instrument [Line Items] | ||
Total debt | 27,554 | 0 |
Senior Secured Notes | ||
Debt Instrument [Line Items] | ||
Total debt | $ 2,005,000 | 700,000 |
Senior Secured Notes | Senior Secured Notes | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, stated percentage | 6.67% | |
Total debt | $ 700,000 | 700,000 |
Senior Secured Notes | 6.85% Senior Secured Notes | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, stated percentage | 6.85% | |
Total debt | $ 190,000 | 0 |
Senior Secured Notes | 6.58% Senior Secured Notes | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, stated percentage | 6.58% | |
Total debt | $ 1,115,000 | 0 |
Senior Secured Loans | ||
Debt Instrument [Line Items] | ||
Total debt | $ 607,000 | 607,000 |
Senior Secured Loans | 6.72% Senior Secured Loans | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, stated percentage | 6.72% | |
Total debt | $ 356,000 | 356,000 |
Senior Secured Loans | 7.11% Senior Secured Loans | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, stated percentage | 7.11% | |
Total debt | $ 251,000 | 251,000 |
Senior Secured Notes and Loans | ||
Debt Instrument [Line Items] | ||
Total debt | $ 2,612,000 | $ 1,307,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 USD ($) d | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) d | Jun. 30, 2023 USD ($) | |
Debt Instrument [Line Items] | ||||
Loss on debt extinguishment | $ 40,133 | $ 0 | $ 47,573 | $ 0 |
Corporate Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, term | 2 years | |||
Debt instrument, term, threshold past liquefaction train final investment decision | d | 10 | 10 | ||
CD Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Extinguishment of debt, amount | $ 1,282,000 | |||
Loss on debt extinguishment | $ 40,100 | $ 47,600 | ||
Senior Secured Notes | Senior Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 6.67% | 6.67% | ||
6.85% Senior Secured Notes | Senior Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 6.85% | 6.85% | ||
6.58% Senior Secured Notes | Senior Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 6.58% | 6.58% | ||
6.72% Senior Secured Loans | Senior Secured Loans | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 6.72% | 6.72% | ||
7.11% Senior Secured Loans | Senior Secured Loans | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 7.11% | 7.11% | ||
Rio Grande | CD Credit Facility and TCF Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, covenant, minimum percentage of projected principal amount outstanding be hedged | 75% | 75% | ||
Debt instrument, covenant, historical debt service coverage ratio, minimum | 1.10 | |||
Rio Grande | Senior Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, covenant, repurchase price, percentage | 101% | 101% | ||
Rio Grande | Senior Secured Notes | Senior Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 6.67% | 6.67% | ||
Rio Grande | 6.85% Senior Secured Notes | Senior Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 6.85% | 6.85% | ||
Rio Grande | 6.58% Senior Secured Notes | Senior Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 6.58% | 6.58% | ||
Rio Grande | 6.72% Senior Secured Loans | Senior Secured Loans | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 6.72% | 6.72% | ||
Rio Grande | 7.11% Senior Secured Loans | Senior Secured Loans | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 7.11% | 7.11% |
Debt - Summary of Credit Facili
Debt - Summary of Credit Facilities Outstanding (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
CD Senior Working Capital Facility | |
Total Facility Size | $ 500,000 |
Outstanding balance | 0 |
Letters of credit issued | 158,525 |
Available commitment | $ 341,475 |
Interest rate on outstanding balance | 2.25% |
Commitment fees on undrawn balance | 0.68% |
CD Credit Facility | |
Total Facility Size | $ 8,448,000 |
Outstanding balance | 93,000 |
Letters of credit issued | 0 |
Available commitment | $ 8,355,000 |
Interest rate on outstanding balance | 2.25% |
Commitment fees on undrawn balance | 0.68% |
TCF Credit Facility | |
Total Facility Size | $ 800,000 |
Outstanding balance | 136,000 |
Letters of credit issued | 0 |
Available commitment | $ 664,000 |
Interest rate on outstanding balance | 2.25% |
Commitment fees on undrawn balance | 0.68% |
Corporate Credit Facility | |
Total Facility Size | $ 62,500 |
Outstanding balance | 27,554 |
Letters of credit issued | 0 |
Available commitment | $ 34,946 |
Interest rate on outstanding balance | 4.50% |
Commitment fees on undrawn balance | 1.35% |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2024 - 2025 | $ 0 |
2026 | 27,554 |
2027 - 2028 | 0 |
Thereafter | 2,841,000 |
Total | $ 2,868,554 |
Debt - Summary of Interest Expe
Debt - Summary of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Debt Disclosure [Abstract] | ||||
Interest per contractual rate | $ 46,696 | $ 0 | $ 83,287 | $ 0 |
Amortization of debt issuance costs | 16,527 | 0 | 32,915 | 0 |
Other interest costs | 604 | 0 | 1,155 | 0 |
Total interest cost | 63,827 | 0 | 117,357 | 0 |
Capitalized interest | (37,797) | 0 | (65,848) | 0 |
Total interest expense, net of capitalized interest | $ 26,030 | $ 0 | $ 51,509 | $ 0 |
Debt - Carrying Amount and Fair
Debt - Carrying Amount and Fair Value of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Carrying Amount | $ 2,868,554 | $ 1,850,000 |
Senior Secured Notes | ||
Debt Instrument [Line Items] | ||
Carrying Amount | 2,005,000 | 700,000 |
Estimated Fair Value | 2,031,984 | 743,593 |
Senior Secured Loans | ||
Debt Instrument [Line Items] | ||
Carrying Amount | 607,000 | 607,000 |
Estimated Fair Value | $ 624,874 | $ 632,998 |
Variable Interest Entity - Sche
Variable Interest Entity - Schedule of Variable Interest Entities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Assets, Current [Abstract] | ||
Cash and cash equivalents | $ 38,142 | $ 38,241 |
Derivatives | 18,873 | 17,958 |
Prepaid expenses and other current assets | 2,103 | 2,089 |
Total current assets | 224,055 | 314,525 |
Property, plant and equipment, net | 3,733,783 | 2,437,733 |
Operating lease right-of-use assets | 168,255 | 170,827 |
Debt issuance costs | 357,903 | 389,695 |
Derivatives | 257,622 | 0 |
Other non-current assets | 15,556 | 11,021 |
Total assets | 4,757,174 | 3,323,801 |
Current liabilities: | ||
Accounts payable | 131,800 | 243,129 |
Accrued and other current liabilities | 364,909 | 306,115 |
Operating leases | 2,846 | 3,143 |
Total current liabilities | 499,555 | 552,387 |
Operating leases | 145,026 | 145,962 |
Derivatives | 0 | 66,899 |
Debt, net | 2,833,809 | 1,816,301 |
Total liabilities | 3,478,390 | 2,583,367 |
Rio Grande | ||
Assets, Current [Abstract] | ||
Cash and cash equivalents | 164,937 | 256,237 |
Derivatives | 18,873 | 17,958 |
Prepaid expenses and other current assets | 68 | 108 |
Total current assets | 183,878 | 274,303 |
Property, plant and equipment, net | 3,719,176 | 2,428,583 |
Operating lease right-of-use assets | 155,378 | 157,053 |
Debt issuance costs | 355,506 | 389,695 |
Derivatives | 257,622 | 0 |
Other non-current assets | 15,407 | 9,374 |
Total assets | 4,686,967 | 3,259,008 |
Current liabilities: | ||
Accounts payable | 129,372 | 238,582 |
Accrued and other current liabilities | 348,924 | 288,779 |
Operating leases | 2,601 | 2,554 |
Total current liabilities | 480,897 | 529,915 |
Operating leases | 130,589 | 131,901 |
Derivatives | 0 | 66,899 |
Debt, net | 2,806,255 | 1,816,301 |
Total liabilities | $ 3,417,741 | $ 2,545,016 |
Net Loss Per Share - Anti-Dilut
Net Loss Per Share - Anti-Dilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common shares (in shares) | 9,085 | 60,501 | 9,634 | 59,686 |
Unvested stock and stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common shares (in shares) | 8,473 | 2,014 | 8,475 | 2,033 |
Convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common shares (in shares) | 0 | 57,039 | 0 | 56,239 |
Common Stock Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive common shares (in shares) | 612 | 1,448 | 1,159 | 1,414 |
Share-based Compensation - Summ
Share-based Compensation - Summary of Share-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | $ 4,408 | $ 10,781 | $ 8,847 | $ 12,340 |
Equity awards | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | 4,403 | 10,561 | 8,812 | 12,120 |
Liability awards | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | $ 5 | $ 220 | $ 35 | $ 220 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense (benefit) | $ 0 | $ 0 |
Supplemental Cash Flows (Detail
Supplemental Cash Flows (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | ||
Accounts payable for acquisition of property, plant and equipment | $ 131,074 | $ 7,066 |
Accruals for acquisition of property, plant and equipment | 311,978 | 0 |
Non-cash settlement of warrant liabilities | 7,149 | 0 |
Corporate fixed asset retirements | 1,256 | 0 |
Accrued liabilities for debt and equity issuance costs | 3,975 | 7,627 |
Reclassification from other non-current assets to property, plant and equipment | 1,867 | 0 |
Non-cash settlement of paid-in-kind dividends on convertible preferred stock | 0 | 13,421 |
Accounts Payable for debt and equity issuance costs | 0 | 4,473 |
Accrued liabilities for acquisition of other non-current assets | $ 0 | $ 457 |
Subsequent Event (Details)
Subsequent Event (Details) | Aug. 06, 2024 train |
Rio Grande Liquefied Natural Gas Facility | Subsequent Event | |
Subsequent Event [Line Items] | |
Number of liquefaction trains pending construction | 2 |