What changed in this filing

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Item 1. Financial Statements

2024-11-07 compared with 2024-08-14 · 87 added, 68 removed, 308 unchanged (33% of the section changed)

3 unchanged sentences

(in thousands, except per share data, unaudited)

September 30,

2024 December 31,

7 unchanged sentences

Operating lease right-of-use assets 167,168 170,827

Debt issuance costs 357,903 389,695

Derivatives 257,622 —

Deferred financing fees 340,488 389,695

Other non-current assets 15,557 11,021

31 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

7 unchanged sentences

Total operating loss ( 49,156 ) ( 35,835 ) ( 126,807 ) ( 90,522 )

Other income (expense):

Derivative gain (loss) 109,067 ( 87,450 ) 367,939 ( 87,450 )

Other (expense) income:

Derivative (loss) gain ( 329,733 ) 240,265 38,206 152,816

Interest expense, net of capitalized interest ( 15,905 ) ( 32,536 ) ( 67,414 ) ( 32,536 )

1 unchanged sentence

Other, net 1,719 9,950 ( 408 ) 4,450

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 )

net income attributable to non-controlling interest 34,880 — 193,309 —

Total other (expense) income ( 343,919 ) 217,679 ( 77,189 ) 124,730

Net (loss) income attributable to NextDecade Corporation ( 393,075 ) 181,844 ( 203,996 ) 34,208

net (loss) income attributable to non-controlling interest ( 269,876 ) 67,204 ( 76,567 ) 67,204

preferred stock dividends — 7,030 — 20,484

Net loss attributable to common stockholders $ ( 32,576 ) $ ( 127,043 ) $ ( 4,230 ) $ ( 161,090 )

Net loss per common share - basic and diluted $ ( 0.13 ) $ ( 0.84 ) $ ( 0.02 ) $ ( 1.08 )

Net (loss) income attributable to common stockholders $ ( 123,199 ) $ 107,610 $ ( 127,429 ) $ ( 53,480 )

Net (loss) income per common share - basic and diluted $ ( 0.47 ) $ 0.48 $ ( 0.49 ) $ ( 0.31 )

Weighted average shares outstanding - basic and diluted 259,379 222,466 257,981 173,720

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

3 unchanged sentences

Issuance of common stock — 4 — 6

Preferred stock conversion — 6 — 6

Ending balance 26 26 26 26

9 unchanged sentences

Exercise of common stock warrants 1,422 — 8,570 —

Preferred stock conversion — 222,868 — 222,868

Preferred stock dividends — ( 7,030 ) — ( 20,484 )

2 unchanged sentences

Beginning balance ( 396,002 ) ( 377,776 ) ( 391,772 ) ( 230,140 )

Net loss ( 32,576 ) ( 120,289 ) ( 4,230 ) ( 147,636 )

Rio Bravo de-consolidation — 629 — 629

Net (loss) income ( 123,199 ) 114,640 ( 127,429 ) ( 32,996 )

Ending balance ( 519,201 ) ( 262,507 ) ( 519,201 ) ( 262,507 )

2 unchanged sentences

Beginning balance 645,820 — 452,511 —

Net income 34,880 — 193,309 —

Sale of equity in Intermediate Holdings — 273,433 — 273,433

Net (loss) income ( 269,876 ) 67,204 ( 76,567 ) 67,204

Ending balance 375,944 340,637 375,944 340,637

3 unchanged sentences

Preferred stock dividends — 7,010 — 20,431

Preferred stock conversion — ( 222,874 ) — ( 222,874 )

Ending balance $ — $ — $ — $ —

3 unchanged sentences

(in thousands, unaudited)

Six Months Ended

Nine Months Ended

September 30,

Operating activities:

Net income (loss) attributable to NextDecade Corporation $ 189,079 $ ( 147,636 )

Adjustment to reconcile net income (loss) to net cash used in operating activities

Net (loss) income attributable to NextDecade Corporation $ ( 203,996 ) $ 34,208

Adjustment to reconcile net (loss) income to net cash used in operating activities

Depreciation 1,317 117

Share-based compensation expense 13,832 22,055

Derivative gain (loss) ( 367,939 ) 87,450

Derivative gain ( 38,206 ) ( 152,816 )

Derivative settlements 45,231 1,160

23 unchanged sentences

Net cash provided by financing activities 1,937,600 1,446,135

Net decrease in cash, cash equivalents and restricted cash ( 91,399 ) ( 22,777 )

Net (decrease) increase in cash, cash equivalents and restricted cash ( 28,680 ) 383,070

Cash, cash equivalents and restricted cash – beginning of period 294,478 62,789

1 unchanged sentence

Balance per Consolidated Balance Sheets:

June 30, 2024

September 30, 2024

Cash and cash equivalents $ 38,230

9 unchanged sentences

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.

We are also developing and seeking to commercialize potential carbon capture and storage (“CCS”) projects.

On August 6, 2024, the U.S.

Court of Appeals for the D.C.

Circuit (the “Court”) issued a decision vacating the FERC’s reauthorization 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 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.

1 unchanged sentence

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.

The results of operations for the three and nine months ended September 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.

1 unchanged sentence

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.

As of September 30, 2024, the Company had $ 38.2 million in cash and cash equivalents which may not be sufficient to fund the Company’s planned operations and development activities 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.

6 unchanged sentences

Property, plant and equipment consisted of the following (in thousands):

September 30,

2024 December 31,

7 unchanged sentences

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):

As of September 30, 2024, Rio Grande has the following Swaps outstanding (in thousands):

Initial Notional Amount Maximum Notional Amount Maturity (1)

3 unchanged sentences

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.

The net fair value of the Swaps is approximately $ 56.0 million as of September 30, 2024, and is classified as Level 2 in the fair value hierarchy.

Note 4 — Leases

2 unchanged sentences

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):

For the three months ended September 30, 2024 and 2023, our operating lease costs were $ 2.6 million and $ 2.6 million, respectively.

For the nine months ended September 30, 2024 and 2023, our operating lease costs were $ 8.2 million and $ 3.3 million, respectively.

Maturity of operating lease liabilities as of September 30, 2024 are as follows (in thousands, except lease term and discount rate):

2024 (remaining) $ 1,912

6 unchanged sentences

Other information related to our operating leases is as follows (in thousands):

Six Months Ended June 30,

Nine Months Ended September 30,

Operating cash flows for amounts paid included in the measurement of operating lease liabilities $ 6,126 $ 968

Noncash right-of-use assets recorded for operating lease liabilities during the period — 147,829

Note 5 — Accrued Liabilities and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

September 30,

2024 December 31,

7 unchanged sentences

Debt consisted of the following (in thousands):

September 30,

2024 December 31,

21 unchanged sentences

Credit Facilities

Below is a summary of our committed credit facilities outstanding as of June 30, 2024 (in thousands):

Below is a summary of our committed credit facilities outstanding as of September 30, 2024 (in thousands):

CD Senior Working Capital Facility CD Credit Facility TCF Credit Facility Corporate Credit

15 unchanged sentences

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.

The Corporate Credit Facility matures at the earlier of January 6, 2026 or 10 business days after a positive FID on Train 4 at the Rio Grande LNG facility.

Restrictive Debt Covenants

2 unchanged sentences

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.

As of September 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.

As of September 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 nine months ended September 30, 2024, Rio Grande has recognized approximately $ 47.6 million in losses on extinguishment.

Debt Maturities

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

7 unchanged sentences

The following table shows the carrying amount and estimated fair value of our debt (in thousands):

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value

1 unchanged sentence

Senior Loans — Level 2 607,000 631,976 607,000 632,998

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 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 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.

7 unchanged sentences

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.

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.

September 30,

2024 December 31,

6 unchanged sentences

Operating lease right-of-use assets 154,531 157,053

Debt issuance costs 355,506 389,695

Derivatives 257,622 —

Deferred financing fees 338,454 389,695

Other non-current assets 15,407 9,374

10 unchanged sentences

Note 8 — 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):

Potentially dilutive securities not included in the diluted net (loss) income per share computations because their effect would have been anti-dilutive were as follows (in thousands):

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

1 unchanged sentence

7,627 — 8,190 2,133

Convertible preferred stock — 57,039 — 56,239

Common stock warrants 446 — 922 1,456

2 unchanged sentences

Note 9 — 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

June 30, 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

The Company has granted restricted stock and restricted stock units (collectively, “Restricted Stock”), as well as unrestricted stock and stock options, to employees, directors and outside consultants under the 2017 Omnibus Incentive Plan, as amended (the “2017 Plan”).

Upon the vesting of Restricted Stock, shares of common stock are released to the grantee.

During the three months ended September 30, 2024, certain 2017 Plan participants were granted non-qualified options to purchase shares of common stock.

Stock options were granted at an exercise price of $ 10.00 , which was above the market price of the common stock on the date of grant.

Stock options vest after three years of service or as otherwise set forth in the underlying award agreement.

Vested options shall be exercisable at such time and under such conditions set forth in the underlying award agreement, but in no event shall any option be exercisable later than the tenth anniversary of the date of grant.

The fair value of each stock option award was estimated using the Black-Scholes option pricing model which resulted in a grant date fair value of $ 2.69 .

Valuation assumptions used to determine the grant date fair value were as follows:

Expected term (in years) 6.5

Expected volatility 76.0 %

Expected dividend yield — %

Risk-free rate 3.8 %

Due to our limited history, the Company has elected to apply the simplified method to determine the expected term.

Additionally, due to our limited history, expected volatility is based on a blend of our historical volatility and our implied volatility.

The expected dividend yield is based on our historical yields on the date of grant.

The risk-free rate is based on the U.S.

Treasury yield curve in effect at the time of grant.

For the three and nine months ended September 30, 2024, the Company recognized share-based compensation expense related to all share-based awards of approximately $ 5.0 million and $ 13.8 million, respectively.

For the three and nine months ended September 30, 2023, the Company recognized share-based compensation expense related to all share-based awards of approximately $ 9.7 million and $ 22.1 million, respectively.

Note 10 — 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.

Due to our cumulative loss position, we have established a full valuation allowance against our deferred tax assets at September 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 nine months ended September 30, 2024 or 2023.

Note 11 — Commitments and Contingencies

1 unchanged sentence

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.

As of September 30, 2024, management is not aware of any claims or legal actions against the Company 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.

Note 12 — Supplemental Cash Flows

The following table provides supplemental disclosure of cash flow information (in thousands):

Six Months Ended

Nine Months Ended

September 30,

Interest payments classified as operating activities $ 32,018 $ 1,330

Accounts payable for acquisition of property, plant and equipment 218,313 322,539

2 unchanged sentences

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 9,006

Reclassification from other non-current assets to operating lease right-of-use assets — 24,606

Accrued liabilities for debt and equity issuance costs — 536

Non-cash settlement of paid-in-kind dividends on convertible preferred stock — 20,431

Accounts Payable for debt and equity issuance costs — 4,473

Accrued liabilities for acquisition of other non-current assets — 457

Note 13 — 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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements