Item 1. Financial Statements
Item 1. Financial Statements.
NextDecade Corporation
Consolidated Balance Sheets
(in thousands, except per share data, unaudited)
September 30,
2024 December 31,
2023
Assets
Current assets:
Cash and cash equivalents $ 38,230 $ 38,241
Restricted cash 227,568 256,237
Derivatives 4,253 17,958
Prepaid expenses and other current assets 1,322 2,089
Total current assets 271,373 314,525
Property, plant and equipment, net 4,329,376 2,437,733
Operating lease right-of-use assets 167,168 170,827
Deferred financing fees 340,488 389,695
Other non-current assets 15,557 11,021
Total assets $ 5,123,962 $ 3,323,801
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 224,358 $ 243,129
Accrued and other current liabilities 331,029 306,115
Operating leases 2,887 3,143
Total current liabilities 558,274 552,387
Debt, net 3,315,150 1,816,301
Operating leases 144,588 145,962
Derivatives 60,219 66,899
Other non-current liabilities — 1,818
Total liabilities 4,078,231 2,583,367
Commitments and contingencies (Note 11)
Stockholders’ equity
Common stock, $ 0.0001 par value, 480.0 million authorized: 260.1 million and 256.5 million outstanding, respectively
26 26
Treasury stock: 3.1 million shares and 2.2 million respectively, at cost
( 20,791 ) ( 14,214 )
Preferred stock, $ 0.0001 par value, 0.5 million authorized: none outstanding
— —
Additional paid-in-capital 1,209,753 693,883
Accumulated deficit ( 519,201 ) ( 391,772 )
Total stockholders’ equity 669,787 287,923
Non-controlling interest 375,944 452,511
Total equity 1,045,731 740,434
Total liabilities and equity $ 5,123,962 $ 3,323,801
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NextDecade Corporation
Consolidated Statements of Operations
(in thousands, except per share data, unaudited)
Three Months Ended
September 30, Nine Months Ended
September 30,
2024 2023 2024 2023
Revenues $ — $ — $ — $ —
Operating expenses:
General and administrative expense 43,598 32,128 110,005 85,195
Development expense 2,386 1,083 7,304 1,965
Lease expense 2,559 2,582 8,181 3,245
Depreciation expense 613 42 1,317 117
Total operating expenses 49,156 35,835 126,807 90,522
Total operating loss ( 49,156 ) ( 35,835 ) ( 126,807 ) ( 90,522 )
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 )
Loss on debt extinguishment — — ( 47,573 ) —
Other, net 1,719 9,950 ( 408 ) 4,450
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
Less: net (loss) income attributable to non-controlling interest ( 269,876 ) 67,204 ( 76,567 ) 67,204
Less: preferred stock dividends — 7,030 — 20,484
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
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NextDecade Corporation
Consolidated Statement of Stockholders’ Equity and Convertible Preferred Stock
(in thousands, unaudited)
Three Months Ended
September 30, Nine Months Ended
September 30,
2024 2023 2024 2023
Total stockholders' equity, beginning balances $ 1,278,784 $ ( 19,682 ) $ 740,434 $ 54,371
Common stock:
Beginning balance 26 16 26 14
Issuance of common stock — 4 — 6
Preferred stock conversion — 6 — 6
Ending balance 26 26 26 26
Treasury Stock:
Beginning balance ( 14,367 ) ( 4,657 ) ( 14,214 ) ( 4,587 )
Shares repurchased related to share-based compensation ( 6,424 ) ( 9,537 ) ( 6,577 ) ( 9,607 )
Ending balance ( 20,791 ) ( 14,194 ) ( 20,791 ) ( 14,194 )
Additional paid-in-capital:
Beginning balance 1,043,307 362,735 693,883 289,084
Share-based compensation 4,984 10,128 13,967 22,235
Issuance of common stock, net — 179,396 — 254,394
Receipt of equity commitments 160,040 ( 14,424 ) 493,333 ( 14,424 )
Exercise of common stock warrants 1,422 — 8,570 —
Preferred stock conversion — 222,868 — 222,868
Preferred stock dividends — ( 7,030 ) — ( 20,484 )
Ending balance 1,209,753 753,673 1,209,753 753,673
Accumulated deficit:
Beginning balance ( 396,002 ) ( 377,776 ) ( 391,772 ) ( 230,140 )
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 )
Total stockholders' equity 669,787 476,998 669,787 476,998
Non-controlling interest:
Beginning balance 645,820 — 452,511 —
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
Total equity, ending balances $ 1,045,731 $ 817,635 $ 1,045,731 $ 817,635
Preferred Stock, Series A-C:
Beginning balance $ — $ 215,864 $ — $ 202,443
Preferred stock dividends — 7,010 — 20,431
Preferred stock conversion — ( 222,874 ) — ( 222,874 )
Ending balance $ — $ — $ — $ —
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NextDecade Corporation
Consolidated Statements of Cash Flows
(in thousands, unaudited)
Nine Months Ended
September 30,
2024 2023
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 ( 38,206 ) ( 152,816 )
Derivative settlements 45,231 1,160
Amortization of right-of-use assets 3,659 570
Loss on extinguishment of debt 47,573 —
Amortization of debt issuance costs 49,069 25,670
Other 2,321 ( 571 )
Changes in operating assets and liabilities:
Prepaid expenses and other current assets 767 ( 1,121 )
Accounts payable 3,260 3,313
Operating lease liabilities ( 1,631 ) 330
Accrued expenses and other liabilities ( 9,878 ) 14,458
Net cash used in operating activities ( 86,682 ) ( 52,627 )
Investing activities:
Acquisition of property, plant and equipment ( 1,873,194 ) ( 996,467 )
Acquisition of other non-current assets ( 6,404 ) ( 13,971 )
Net cash used in investing activities ( 1,879,598 ) ( 1,010,438 )
Financing activities:
Proceeds from debt issuance 2,798,890 1,409,000
Receipt of equity commitments 493,333 283,355
Repayment of debt ( 1,282,000 ) —
Costs associated with repayment of debt ( 13,423 ) —
Proceeds from sale of common stock — 254,400
Debt issuance costs ( 52,623 ) ( 490,960 )
Preferred stock dividends — ( 53 )
Shares repurchased related to share-based compensation ( 6,577 ) ( 9,607 )
Net cash provided by financing activities 1,937,600 1,446,135
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
Cash, cash equivalents and restricted cash – end of period $ 265,798 $ 445,859
Balance per Consolidated Balance Sheets:
September 30, 2024
Cash and cash equivalents $ 38,230
Restricted cash 227,568
Total cash, cash equivalents and restricted cash $ 265,798
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NextDecade Corporation
Notes to Consolidated Financial Statements
(unaudited)
Note 1 — 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 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. 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 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. 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 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. 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.
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Note 2 — Property, Plant and Equipment
Property, plant and equipment consisted of the following (in thousands):
September 30,
2024 December 31,
2023
Rio Grande LNG Facility under construction $ 4,317,113 $ 2,431,389
Corporate and other 13,628 7,518
Total property, plant and equipment, at cost 4,330,741 $ 2,438,907
Less: accumulated depreciation ( 1,365 ) ( 1,174 )
Total property, plant and equipment, net $ 4,329,376 $ 2,437,733
Note 3 — 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 September 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 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
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 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.
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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
2025 7,623
2026 9,522
2027 9,565
2028 9,609
Thereafter 199,242
Total undiscounted lease payments 237,473
Discount to present value ( 89,998 )
Present value of lease liabilities $ 147,475
Weighted average remaining lease term - years 27.0
Weighted average discount rate - percent 4.1
Other information related to our operating leases is as follows (in thousands):
Nine Months Ended September 30,
2024 2023
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,
2023
Rio Grande LNG Facility costs $ 307,652 $ 268,821
Accrued interest 4,081 20,392
Employee compensation expense 11,008 9,270
Professional services 5,400 —
Other accrued liabilities 2,888 7,632
Total accrued and other current liabilities $ 331,029 $ 306,115
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Note 6 — Debt
Debt consisted of the following (in thousands):
September 30,
2024 December 31,
2023
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 522,000 484,000
TCF Credit Facility 178,000 59,000
Corporate Credit Facility 54,890 —
Total debt 3,366,890 1,850,000
Unamortized debt issuance costs ( 51,740 ) ( 33,699 )
Total debt, net $ 3,315,150 $ 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 September 30, 2024 (in thousands):
CD Senior Working Capital Facility CD Credit Facility TCF Credit Facility Corporate Credit
Facility
Total Facility Size $ 500,000 $ 8,448,000 $ 800,000 $ 62,500
Less:
Outstanding balance — 522,000 178,000 54,890
Letters of credit issued 174,925 — — —
Available commitment $ 325,075 $ 7,926,000 $ 622,000 $ 7,610
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
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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 January 6, 2026 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 September 30, 2024, the Company was in compliance with all covenants related to its respective debt agreements.
Debt Extinguishment
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
Principal Payments
2024 - 2025 $ —
2026 54,890
2027 - 2028 —
Thereafter 3,312,000
Total $ 3,366,890
Interest Expense
Total interest expense, net of capitalized interest, consisted of the following (in thousands):
Three Months Ended
September 30, Nine Months Ended
September 30,
2024 2023 2024 2023
Interest per contractual rate $ 51,349 $ 16,169 $ 134,636 $ 16,169
Amortization of debt issuance costs 16,154 25,670 49,069 25,670
Other interest costs 978 — 2,133 —
Total interest cost 68,481 41,839 185,838 41,839
Capitalized interest ( 52,576 ) ( 9,303 ) ( 118,424 ) ( 9,303 )
Total interest expense, net of capitalized interest $ 15,905 $ 32,536 $ 67,414 $ 32,536
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Fair Value Disclosures
The following table shows the carrying amount and estimated fair value of our debt (in thousands):
September 30, 2024 December 31, 2023
Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value
Senior Notes — Level 2 $ 2,005,000 $ 2,064,852 $ 700,000 $ 743,593
Senior Loans — Level 2 607,000 631,976 607,000 632,998
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.
Note 7 — 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.
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September 30,
2024 December 31,
2023
Assets
Current assets:
Restricted cash $ 227,568 $ 256,237
Derivatives 4,253 17,958
Prepaid expenses and other current assets 700 108
Total current assets 232,521 274,303
Property, plant and equipment, net 4,315,233 2,428,583
Operating lease right-of-use assets 154,531 157,053
Deferred financing fees 338,454 389,695
Other non-current assets 15,407 9,374
Total assets $ 5,056,146 $ 3,259,008
Liabilities
Current liabilities:
Accounts payable $ 221,954 $ 238,582
Accrued liabilities and other current liabilities 316,091 288,779
Operating lease 2,625 2,554
Total current liabilities 540,670 529,915
Operating lease 129,924 131,901
Derivatives 60,219 66,899
Debt, net 3,260,260 1,816,301
Total liabilities $ 3,991,073 $ 2,545,016
Note 8 — Net Loss Per Share
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
September 30, Nine Months Ended
September 30,
2024 2023 2024 2023
Unvested stock and stock units (1)
7,627 — 8,190 2,133
Common stock warrants 446 — 922 1,456
Total potentially dilutive common shares 8,073 — 9,112 3,589
(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.
Note 9 — Share-based Compensation
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.
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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 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
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 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):
Nine Months Ended
September 30,
2024 2023
Interest payments classified as operating activities $ 32,018 $ 1,330
Accounts payable for acquisition of property, plant and equipment 218,313 322,539
Accruals for acquisition of property, plant and equipment 307,652 191,911
Non-cash settlement of warrant liabilities 8,571 —
Corporate fixed asset retirements 1,256 —
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
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.