next20210930

next20210930_10q.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-36842

NEXTDECADE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		46-5723951
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

1000 Louisiana Street, Suite 3900, Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

(713) 574-1880

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol		Name of each exchange on which registered:
Common Stock, $0.0001 par value		NEXT		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 8, 2021, the issuer had 123,829,640 shares of common stock outstanding.

Table of Contents

NEXTDECADE CORPORATION

FORM 10-Q FOR THE QUARTER ENDED September 30, 2021

TABLE OF CONTENTS

	Page
Organizational Structure

Part I. Financial Information	1
Item 1. Consolidated Financial Statements	1
Consolidated Balance Sheets	1
Consolidated Statements of Operations	2
Consolidated Statements of Stockholders’ Equity and Convertible Preferred Stock	3
Consolidated Statements of Cash Flows	5
Notes to Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3. Quantitative and Qualitative Disclosures About Market Risk	16
Item 4. Controls and Procedures	16
Part II. Other Information	17
Item 1. Legal Proceedings	17
Item 1A. Risk Factors	17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3. Defaults Upon Senior Securities	18
Item 4. Mine Safety Disclosures	18
Item 5. Other Information	18
Item 6. Exhibits	19
Signatures	20

Table of Contents

Organizational Structure

The following diagram depicts our abbreviated organizational structure as of September 30, 2021 with references to the names of certain entities discussed in this Quarterly Report on Form 10-Q.

Unless the context requires otherwise, references to “NextDecade,” the “Company,” “we,” “us” and “our” refer to NextDecade Corporation (NASDAQ: NEXT) and its consolidated subsidiaries.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

NextDecade Corporation

Consolidated Balance Sheets

(in thousands, except per share data)

(unaudited)

	*September 30,*			*December 31,*
	*2021*			*2020*
Assets
Current assets
Cash and cash equivalents	$	36,743		$	22,608
Prepaid expenses and other current assets		883			670
Total current assets		37,626			23,278
Property, plant and equipment, net		170,431			161,662
Operating lease right-of-use assets, net		727			429
Other non-current assets, net		19,903			16,299
Total assets	$	228,687		$	201,668

Liabilities, Convertible Preferred Stock and Stockholders’ Equity
Current liabilities
Accounts payable	$	744		$	207
Share-based compensation liability		182			182
Accrued liabilities and other current liabilities		5,306			1,032
Current common stock warrant liabilities		1,330			3,290
Current operating lease liabilities		579			432
Total current liabilities		8,141			5,143
Non-current common stock warrant liabilities		2,463			874
Non-current operating lease liabilities		169			—
Other non-current liabilities		23,000			22,916
Total liabilities		33,773			28,933

Commitments and contingencies (Note 13)

Series A Convertible Preferred Stock, $1,000 per share liquidation preference Issued and outstanding: 71,552 shares and 65,507 shares at September 30, 2021 and December 31, 2020, respectively		61,614			55,522
Series B Convertible Preferred Stock, $1,000 per share liquidation preference Issued and outstanding: 68,373 shares and 62,612 shares at September 30, 2021 and December 31, 2020, respectively		62,542			56,781
Series C Convertible Preferred Stock, $1,000 per share liquidation preference Issued and outstanding: 41,449 shares and no shares at September 30, 2021 and December 31, 2020, respectively		38,966			—
Stockholders’ equity
Common stock, $0.0001 par value Authorized: 480.0 million shares at September 30, 2021 and December 31, 2020 Issued and outstanding: 120.7 million shares and 117.8 million shares at September 30, 2021 and December 31, 2020, respectively		12			12
Treasury stock: 344,459 shares and 249,742 shares at September 30, 2021 and December 31, 2020, respectively, at cost		(1,310	)		(1,031	)
Preferred stock, $0.0001 par value Authorized: 0.8 million, after designation of the Convertible Preferred Stock Issued and outstanding: none at September 30, 2021 and December 31, 2020		—			—
Additional paid-in-capital		195,136			209,481
Accumulated deficit		(162,046	)		(148,030	)
Total stockholders’ equity		31,792			60,432
Total liabilities, convertible preferred stock and stockholders’ equity	$	228,687		$	201,668

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*						*Nine Months Ended*
	*September 30,*						*September 30,*
	*2021*			*2020*			*2021*			*2020*
Revenues	$	—		$	—		$	—		$	—
Operating expenses
General and administrative expense		2,937			5,069			10,840			16,582
Land option and lease expense		240			423			678			1,281
Depreciation expense		43			65			136			146
Total operating expenses		3,220			5,557			11,654			18,009
Total operating loss		(3,220	)		(5,557	)		(11,654	)		(18,009	)
Other income (expense)
Gain (loss) on common stock warrant liabilities		4,442			(1,627	)		(2,363	)		6,147
Loss on redemption of investment securities		—			—			—			(412	)
Interest income, net		—			7			2			241
Other		—			(1	)		(1	)		(17	)
Total other income (expense)		4,442			(1,621	)		(2,362	)		5,959
Net income (loss) attributable to NextDecade Corporation		1,222			(7,178	)		(14,016	)		(12,050	)
Preferred stock dividends		(5,264	)		(3,613	)		(13,015	)		(10,565	)
Deemed dividends on Series A Convertible Preferred Stock		(16	)		(16	)		(47	)		(113	)
Net loss attributable to common stockholders	$	(4,058	)	$	(10,807	)	$	(27,078	)	$	(22,728	)

Net loss per common share - basic and diluted	$	(0.03	)	$	(0.09	)	$	(0.23	)	$	(0.19	)

Weighted average shares outstanding - basic and diluted		119,374			117,564			118,677			117,450

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)

	*For the Three Months Ended September 30, 2021*
	*Common Stock*					*Treasury Stock*														*Series A*		*Series B*		*Series C*
				*Par*							*Additional*						*Total*			*Convertible*		*Convertible*		*Convertible*
				*Value*							*Paid-in*			*Accumulated*			*Stockholders’*			*Preferred*		*Preferred*		*Preferred*
	*Shares*			*Amount*		*Shares*		*Amount*			*Capital*			*Deficit*			*Equity*			*Stock*		*Stock*		*Stock*
Balance at June 30, 2021		118,482		$	12		300	$	(1,171	)	$	199,553		$	(163,268	)	$	35,126		$	59,509	$	60,549	$	33,173
Share-based compensation		—			—		—		—			(3,653	)		—			(3,653	)		—		—		—
Restricted stock vesting		285			—		—		—			—			—			—			—		—		—
Shares repurchased related to share-based compensation		(44	)		—		44		(139	)		—			—			(139	)		—		—		—
Issuance of common stock, net		116			—		—		—			151			—			151			—		—		—
Stock dividend		399			—		—		—			—			—			—			—		—		—
Exercise of common stock warrants		1,485			—		—		—			4,365			—			4,365			—		—		—
Issuance of Series C Convertible Preferred Stock		—			—		—		—			—			—			—			—		—		4,634
Preferred stock dividends		—			—		—		—			(5,264	)		—			(5,264	)		2,089		1,993		1,159
Deemed dividends - accretion of beneficial conversion feature		—			—		—		—			(16	)		—			(16	)		16		—		—
Net income		—			—		—		—			—			1,222			1,222			—		—		—
Balance at September 30, 2021		120,723		$	12		344	$	(1,310	)	$	195,136		$	(162,046	)	$	31,792		$	61,614	$	62,542	$	38,966

	*For the Nine Months Ended September 30, 2021*
	*Common Stock*					*Treasury Stock*														*Series A*		*Series B*		*Series C*
				*Par*							*Additional*						*Total*			*Convertible*		*Convertible*		*Convertible*
				*Value*							*Paid-in*			*Accumulated*			*Stockholders’*			*Preferred*		*Preferred*		*Preferred*
	*Shares*			*Amount*		*Shares*		*Amount*			*Capital*			*Deficit*			*Equity*			*Stock*		*Stock*		*Stock*
Balance at December 31, 2020		117,829		$	12		249	$	(1,031	)	$	209,481		$	(148,030	)	$	60,432		$	55,522	$	56,781	$	—
Share-based compensation		—			—		—		—			(5,799	)		—			(5,799	)		—		—		—
Restricted stock vesting		590			—		—		—			—			—			—			—		—		—
Shares repurchased related to share-based compensation		(95	)		—		95		(279	)		—			—			(279	)

SEC Form 10-Q filed by NextDecade Corporation