next20220630

next20220630_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 June 30, 2022

☐ 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 August 5, 2022, the issuer had 128,692,482 shares of common stock outstanding.

Table of Contents

NEXTDECADE CORPORATION

FORM 10-Q FOR THE QUARTER ENDED June 30, 2022

TABLE OF CONTENTS

	Page
Organizational Structure
Part I. Financial Information	2
Item 1. Consolidated Financial Statements	2
Consolidated Balance Sheets	2
Consolidated Statements of Operations	3
Consolidated Statements of Stockholders’ Equity and Convertible Preferred Stock	4
Consolidated Statements of Cash Flows	6
Notes to Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3. Quantitative and Qualitative Disclosures About Market Risk	18
Item 4. Controls and Procedures	18
Part II. Other Information	19
Item 1. Legal Proceedings	19
Item 1A. Risk Factors	19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3. Defaults Upon Senior Securities	19
Item 4. Mine Safety Disclosures	19
Item 5. Other Information	19
Item 6. Exhibits	20
Signatures	21

Table of Contents

Organizational Structure

The following diagram depicts our abbreviated organizational structure as of June 30, 2022 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)

	*June 30,*			*December 31,*
	*2022*			*2021*
Assets
Current assets
Cash and cash equivalents	$	40,500		$	25,552
Prepaid expenses and other current assets		1,001			835
Total current assets		41,501			26,387
Property, plant and equipment, net		177,420			173,816
Operating lease right-of-use assets, net		1,257			590
Other non-current assets, net		24,566			21,312
Total assets	$	244,744		$	222,105

Liabilities, Convertible Preferred Stock and Stockholders’ Equity
Current liabilities
Accounts payable	$	1,456		$	281
Share-based compensation liability		182			182
Accrued liabilities and other current liabilities		5,315			5,791
Current common stock warrant liabilities		—			1,376
Current operating lease liabilities		963			596
Total current liabilities		7,916			8,226
Non-current common stock warrant liabilities		5,461			2,587
Non-current operating lease liabilities		364			—
Other non-current liabilities		23,000			23,000
Total liabilities		36,741			33,813

Commitments and contingencies (Note 13)

Series A Convertible Preferred Stock, $1,000 per share liquidation preference; Issued and outstanding: 78,181 shares and 73,713 shares at June 30, 2022 and December 31, 2021, respectively		68,259			63,791
Series B Convertible Preferred Stock, $1,000 per share liquidation preference ; Issued and outstanding: 74,694 shares and 70,433 shares at June 30, 2022 and December 31, 2021, respectively		68,863			64,602
Series C Convertible Preferred Stock, $1,000 per share liquidation preference; Issued and outstanding: 55,961 shares and 42,490 shares at June 30, 2022 and December 31, 2021, respectively		52,604			40,007
Stockholders’ equity
Common stock, $0.0001 par value Authorized: 480.0 million shares at June 30, 2022 and December 31, 2021; Issued and outstanding: 127.3 million shares and 120.8 million shares at June 30, 2022 and December 31, 2021, respectively		13			12
Treasury stock: 742,263 shares and 346,126 shares at June 30, 2022 and December 31, 2021, respectively, at cost		(3,067	)		(1,315	)
Preferred stock, $0.0001 par value Authorized: 0.5 million, after designation of the Convertible Preferred Stock Issued and outstanding: none at June 30, 2022 and December 31, 2021		—			—
Additional paid-in-capital		213,749			191,264
Accumulated deficit		(192,418	)		(170,069	)
Total stockholders’ equity		18,277			19,892
Total liabilities, convertible preferred stock and stockholders’ equity	$	244,744		$	222,105

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*						*Six Months Ended*
	*June 30,*						*June 30,*
	*2022*			*2021*			*2022*			*2021*
Revenues	$	—		$	—		$	—		$	—
Operating expenses
General and administrative expense		11,293			6,533			14,616			7,903
Development expense		1,193			—			2,738			—
Lease expense		290			234			509			438
Depreciation expense		42			45			89			93
Total operating expenses		12,818			6,812			17,952			8,434
Total operating loss		(12,818	)		(6,812	)		(17,952	)		(8,434	)
Other income (expense)
Gain (loss) on common stock warrant liabilities		1,886			(4,768	)		(4,418	)		(6,806	)
Other, net		20			—			21			2
Total other expense		1,906			(4,768	)		(4,397	)		(6,804	)
Net loss attributable to NextDecade Corporation		(10,912	)		(11,580	)		(22,349	)		(15,238	)
Preferred stock dividends		(5,774	)		(3,876	)		(11,529	)		(7,751	)
Deemed dividends on Series A Convertible Preferred Stock		—			(15	)		—			(31	)
Net loss attributable to common stockholders	$	(16,686	)	$	(15,471	)	$	(33,878	)	$	(23,020	)

Net loss per common share - basic and diluted	$	(0.13	)	$	(0.13	)	$	(0.27	)	$	(0.19	)

Weighted average shares outstanding - basic and diluted		126,314			118,382			123,835			118,322

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 June 30, 2022*
	*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 March 31, 2022		121,554		$	12		541	$	(1,779	)	$	183,138		$	(181,506	)	$	(135	)	$	66,016	$	66,725	$	51,230
Share-based compensation		—			—		—		—			2,886			—			2,886			—		—		—
Restricted stock vesting		762			—		—		—			—			—			—			—		—		—
Shares repurchased related to share-based compensation		(201	)		—		201		(1,288	)		—			—			(1,288	)		—		—		—
Issuance of common stock, net		4,618			1		—		—			29,935			—			29,936			—		—		—
Stock dividend		—			—		—		—			—			—			—			—		—		—
Exercise of common stock warrants		521			—		—		—			3,564			—			3,564			—		—		—
Preferred stock dividends		—			—		—		—			(5,774	)		—			(5,774	)		2,243		2,138		1,374
Net income		—			—		—		—			—			(10,912	)		(10,912	)		—		—		—
Balance at June 30, 2022		127,254		$	13		742	$	(3,067	)	$	213,749		$	(192,418	)	$	18,277		$	68,259	$	68,863	$	52,604

	*For the Six Months Ended June 30, 2022*
	*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, 2021		120,838		$	12		346	$	(1,315	)	$	191,264		$	(170,069	)	$	19,892		$	63,791	$	64,602	$	40,007
Share-based compensation		—			—		—		—			515			—			515			—		—		—
Restricted stock vesting		1,673			—		—		—			—			—			—			—		—		—
Shares repurchased related to share-based compensation		(396	)		—		396		(1,752	)		—			—			(1,752	)		—		—		—
Issuance of common stock, net		4,618			1		—		—			29,935			—			29,936			—		—		—
Exercise of common stock warrants		521			—		—		—			3,564			—			3,564			—		—		—
Issuance of Series C Convertible Preferred Stock		—			—		—		—			—			—			—			—		—		9,836
Preferred stock dividends		—			—		—		—			(11,529	)		—			(11,529	)		4,468		4,261		2,761
Net loss		—			—		—		—			—			(22,349	)		(22,349	)		—		—		—
Balance at June 30, 2022		127,254		$	13		742	$	(

SEC Form 10-Q filed by NextDecade Corporation