NextDecade Corp 10-Q for FY2021 Q1
NextDecade Corp (NEXT)
About this 10-Q
NextDecade Corp filed this 10-Q on May 13, 2021, covering the quarter ended March 31, 2021 (FY2021 Q1).
Headline figures
Quarter ended March 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $0 a year earlier
- Net loss
- $3.66M
- compared with net income of $902K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For the quarterly period ended
For the transition period from to
Commission File No.
NEXTDECADE CORPORATION
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(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: |
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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.
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).
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 | ☐ |
| | ☒ | Smaller reporting company | |
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| 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
As of May 7, 2021, the issuer had
NEXTDECADE CORPORATION
FORM 10-Q FOR THE QUARTER ENDED March 31, 2021
The following diagram depicts our abbreviated organizational structure as of March 31, 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.
PART I – FINANCIAL INFORMATION
Consolidated Balance Sheets
(in thousands, except per share data)
(unaudited)
| March 31, | December 31, | |||||||
| 2021 | 2020 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Operating lease right-of-use assets, net | ||||||||
| Other non-current assets, net | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities, Convertible Preferred Stock and Stockholders’ Equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Share-based compensation liability | ||||||||
| Accrued liabilities and other current liabilities | ||||||||
| Current common stock warrant liabilities | ||||||||
| Current operating lease liabilities | ||||||||
| Total current liabilities | ||||||||
| Non-current common stock warrant liabilities | ||||||||
| Other non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 12) | ||||||||
| Series A Convertible Preferred Stock, per share liquidation preference Issued and outstanding: shares and shares at March 31, 2021 and December 31, 2020, respectively | ||||||||
| Series B Convertible Preferred Stock, per share liquidation preference Issued and outstanding: shares and shares at March 31, 2021 and December 31, 2020, respectively | ||||||||
| Series C Convertible Preferred Stock, per share liquidation preference Issued and outstanding: shares and shares at March 31, 2021 and December 31, 2020, respectively | ||||||||
| Stockholders’ equity | ||||||||
| Common stock, par value Authorized: million shares at March 31, 2021 and December 31, 2020 Issued and outstanding: million shares and million shares at March 31, 2021 and December 31, 2020, respectively | ||||||||
| Treasury stock: shares and shares at March 31, 2021 and December 31, 2020, respectively, at cost | ( | ) | ( | ) | ||||
| Preferred stock, par value Authorized: million, after designation of the Series A, Series B and Series C Convertible Preferred Stock Issued and outstanding: at March 31, 2021 and December 31, 2020 | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities, convertible preferred stock and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2021 | 2020 | |||||||
| Revenues | $ | $ | ||||||
| Operating expenses | ||||||||
| General and administrative expense | ||||||||
| Land option and lease expense | ||||||||
| Depreciation expense | ||||||||
| Total operating expenses | ||||||||
| Total operating loss | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| (Loss) gain on common stock warrant liabilities | ( | ) | ||||||
| Loss on redemption of investment securities | ( | ) | ||||||
| Interest income, net | ||||||||
| Other | ( | ) | ||||||
| Total other (expense) income | ( | ) | ||||||
| Net ( loss) income attributable to NextDecade Corporation | ( | ) | ||||||
| Preferred stock dividends | ( | ) | ( | ) | ||||
| Deemed dividends on Series A Convertible Preferred Stock | ( | ) | ( | ) | ||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | ||
| Net loss per common share - basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares outstanding - basic and diluted | ||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
Consolidated Statement of Stockholders’ Equity and Convertible Preferred Stock
(in thousands)
(unaudited)
| For the Three Months Ended March 31, 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 | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Share-based compensation | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Restricted stock vesting | ||||||||||||||||||||||||||||||||||||||||
| Shares repurchased related to share-based compensation | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Stock dividend | ||||||||||||||||||||||||||||||||||||||||
| Issuance of Series C Convertible Preferred Stock | ||||||||||||||||||||||||||||||||||||||||
| Preferred stock dividends | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Deemed dividends - accretion of beneficial conversion feature | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance at March 31, 2021 | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| For the Three Months Ended March 31, 2020 | ||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Series A | Series B | |||||||||||||||||||||||||||||||||
| Par | Additional | Total | Convertible | Convertible | ||||||||||||||||||||||||||||||||
| Value | Paid-in | Accumulated | Stockholders’ | Preferred | Preferred | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | Stock | Stock | ||||||||||||||||||||||||||||
| Balance at December 31, 2019 | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||
| Share-based compensation | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Restricted stock vesting | ||||||||||||||||||||||||||||||||||||
| Shares repurchased related to share-based compensation | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Preferred stock dividends | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Deemed dividends - accretion of beneficial conversion feature | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||||||||||
| Balance at March 31, 2020 | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2021 | 2020 | |||||||
| Operating activities: | ||||||||
| Net loss (income) attributable to NextDecade Corporation | $ | ( | ) | $ | ||||
| Adjustment to reconcile net loss (income) to net cash used in operating activities | ||||||||
| Depreciation | | |||||||
| Share-based compensation expense (forfeiture) | ( | ) | ( | ) | ||||
| Loss (gain) on common stock warrant liabilities | ( | ) | ||||||
| Realized loss on investment securities | ||||||||
| Amortization of right-of-use assets | ||||||||
| Amortization of other non-current assets | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ( | ) | ||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Accrued expenses and other liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Investing activities: | ||||||||
| Acquisition of property, plant and equipment | ( | ) | ( | ) | ||||
| Acquisition of other non-current assets | ( | ) | ( | ) | ||||
| Proceeds from sale of investment securities | ||||||||
| Purchase of investment securities | ( | ) | ||||||
| Net cash (used in) provided by investing activities | ( | ) | ||||||
| Financing activities: | ||||||||
| Proceeds from sale of Rio Bravo | ||||||||
| Proceeds from equity issuance | ||||||||
| Preferred stock dividends | ( | ) | ( | ) | ||||
| Equity issuance costs | ( | ) | ||||||
| Shares repurchased related to share-based compensation | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Net increase in cash and cash equivalents | ||||||||
| Cash and cash equivalents – beginning of period | ||||||||
| Cash and cash equivalents – end of period | $ | $ | ||||||
| Non-cash investing activities: | ||||||||
| Accounts payable for acquisition of property, plant and equipment | $ | $ | ||||||
| Accrued liabilities for acquisition of property, plant and equipment | ||||||||
| Pipeline assets obtained in exchange for other non-current liabilities | ||||||||
| Non-cash financing activities: | ||||||||
| Paid-in-kind dividends on Series A and Series B Convertible Preferred Stock | ||||||||
| Accretion of deemed dividends on Series A Convertible Preferred Stock | ||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
Notes to Consolidated Financial Statements
(unaudited)
Note 1 — Background and Basis of Presentation
NextDecade Corporation engages in development activities related to the liquefaction and sale of liquefied natural gas (“LNG”) and the reduction of CO2 emissions. We have focused and continue to focus our development activities on the Rio Grande LNG terminal facility at the Port of Brownsville in southern Texas (the “Terminal”) and a carbon capture and storage project at the Terminal (the “CCS project”).
Basis of Presentation
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, 2020. 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 months ended March 31, 2021 are not necessarily indicative of the operating results for the full year.
Note 2 — Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
| March 31, | December 31, | |||||||
| 2021 | 2020 | |||||||
| Prepaid subscriptions | $ | $ | ||||||
| Prepaid insurance | ||||||||
| Prepaid marketing and sponsorships | ||||||||
| Other | ||||||||
| Total prepaid expenses and other current assets | $ | $ | ||||||
Note 3 — Sale of Equity Interests in Rio Bravo
On March 2, 2020, NextDecade LLC closed the transactions (the “Closing”) contemplated by that certain Omnibus Agreement, dated February 13, 2020, with Spectra Energy Transmission II, LLC, a wholly owned subsidiary of Enbridge Inc. (“Buyer”), pursuant to which NextDecade LLC sold
Pursuant to the RBPL Precedent Agreement, Rio Bravo agreed to provide Rio Grande Gas Supply with firm natural gas transportation services on the Pipeline in a quantity sufficient to match the full operational capacity of each proposed liquefaction train of the Terminal. Rio Bravo’s obligation to construct, install, own, operate and maintain the Pipeline is conditioned on its receipt, no later than December 31, 2023, of notice that Rio Grande Gas Supply or its affiliate has issued a full notice to proceed to the engineering, procurement and construction contractor (the “EPC Contractor”) for the construction of the Terminal. Under the RBPL Precedent Agreement, in consideration for the provision of such firm transportation services, Rio Bravo will be remunerated on a dollar-per-dekatherm, take-or-pay basis, subject to certain adjustments, over a term of at least years, all in compliance with the federal and state authorizations associated with the Pipeline.
Pursuant to the VCP Precedent Agreement, VCP agreed to provide Rio Grande Gas Supply with natural gas transportation services on the Valley Crossing Pipeline in a quantity sufficient to match the commissioning requirements of each proposed liquefaction train of the Terminal. VCP’s obligation to construct, install, own, operate and maintain the necessary interconnection to the Terminal and the Pipeline is conditioned on its receipt, no later than December 31, 2023, of notice that Rio Grande Gas Supply or its affiliate has issued a full notice to proceed to the EPC Contractor for the construction of the Terminal. VCP will be responsible, at its sole cost and expense, to construct, install, own, operate and maintain the tap, riser and valve facilities (the “VCP Transporter Facilities”), which shall connect to Rio Grande Gas Supply’s custody transfer meter and such other facilities as necessary in order for the Terminal to receive gas from the VCP Transporter Facilities (the “Rio Grande Gas Supply Facilities”). Rio Grande Gas Supply will be responsible, at its sole cost and expense, to construct, install, own, operate and maintain the Rio Grande Gas Supply Facilities. Under the VCP Precedent Agreement, in consideration for the provision of the commissioning transportation services, VCP will be remunerated on the same dollar-per-dekatherm, take-or-pay basis as set forth in the RBPL Precedent Agreement for the duration of such commissioning services, all in compliance with the federal and state authorizations associated with the Valley Crossing Pipeline.
If Rio Grande or its affiliate fails to issue a full notice to proceed to the EPC Contractor on or prior to December 31, 2023, Buyer has the right to sell the Equity Interests back to NextDecade LLC and NextDecade LLC has the right to repurchase the Equity Interests from Buyer, in each case at a price not to exceed $
Note 4 — Property, Plant and Equipment
Property, plant and equipment consisted of the following (in thousands):
| March 31, | December 31, | |||||||
| 2021 | 2020 | |||||||
| Fixed Assets | ||||||||
| Computers | $ | $ | ||||||
| Furniture, fixtures, and equipment | ||||||||
| Leasehold improvements | ||||||||
| Total fixed assets | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total fixed assets, net | ||||||||
| Project Assets (not placed in service) | ||||||||
| Terminal | ||||||||
| Pipeline | ||||||||
| Total Terminal and Pipeline assets | ||||||||
| Total property, plant and equipment, net | $ | $ | ||||||
Depreciation expense was $
Note 5 — Leases
Our leased assets primarily consist of office space and land sites.
Operating lease right-of-use assets are as follows (in thousands):
| March 31, | December 31, | |||||||
| 2021 | 2020 | |||||||
| Office leases | $ | $ | ||||||
| Total operating lease right-of-use assets, net | $ | $ | ||||||
Operating lease liabilities are as follows (in thousands):
| March 31, | December 31, | |||||||
| 2021 | 2020 | |||||||
| Office leases | $ | $ | ||||||
| Total current lease liabilities | $ | $ | ||||||
Operating lease expense is as follows (in thousands):
| Three Months Ended March 31, | ||||||||
| 2021 | 2020 | |||||||
| Office leases | $ | $ | ||||||
| Land leases | ||||||||
| Total operating lease expense | ||||||||
| Short-term lease expense | ||||||||
| Land option expense | ||||||||
| Total land option and lease expense | $ | $ | ||||||
Maturity of operating lease liabilities as of March 31, 2021 are as follows (in thousands, except lease term and discount rate):
| 2021 (remaining) | $ | |||
| 2022 | ||||
| 2023 | ||||
| 2024 | ||||
| 2025 | ||||
| Thereafter | ||||
| Total undiscounted lease payments | ||||
| Discount to present value | ( | ) | ||
| Present value of lease liabilities | $ | |||
| Weighted average remaining lease term - years | ||||
| Weighted average discount rate - percent |
Other information related to our operating leases is as follows (in thousands):
| Three Months Ended March 31, | ||||||||
| 2021 | 2020 | |||||||
| Cash paid for amounts included in the measurement of operating lease liabilities: | ||||||||
| Cash flows from operating activities | $ | $ | ||||||
Note 6 — Other Non-Current Assets
Other non-current assets consisted of the following (in thousands)
| March 31, | December 31, | |||||||
| 2021 | 2020 | |||||||
| Permitting costs(1) | $ | $ | ||||||
| Enterprise resource planning system, net | ||||||||
| Rio Grande Site Lease initial direct costs | ||||||||
| Total other non-current assets, net | $ | $ | ||||||
| (1) | Permitting costs primarily represent costs incurred in connection with permit applications to the United States Army Corps of Engineers and the U.S. Fish and Wildlife Service for mitigation measures for potential impacts to wetlands and habitat that may be caused by the construction of the Terminal and the Pipeline. |
Note 7 — Accrued Liabilities and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
| March 31, | December 31, | |||||||
| 2021 | 2020 | |||||||
| Employee compensation expense | $ | $ | ||||||
| Terminal costs | ||||||||
| Accrued legal services | ||||||||
| Other accrued liabilities | ||||||||
| Total accrued liabilities and other current liabilities | $ | $ | ||||||
Note 8 – Preferred Stock and Common Stock Warrants
Preferred Stock
In August 2018, we sold an aggregate of
In September 2018, we sold an aggregate of
In May 2019, we sold an aggregate of
In March 2021, we sold an aggregate of
Warrants, exercisable for Company common stock, were issued together with the shares of Convertible Preferred Stock (collectively, “Common Stock Warrants”).
The shares of Convertible Preferred Stock bear dividends at a rate of
As of March 31, 2021, shares of Series A Preferred Stock and Series B Preferred Stock were convertible into shares of common stock at a conversion price of $
Initial Fair Value Allocation
Net proceeds from the sales of Series C Preferred Stock in 2021 were allocated on a fair value basis to the warrants issued together with the shares of the Series C Preferred Stock and on a relative fair value basis to the Series C Preferred Stock. The allocation of net cash proceeds from the sale of Series C Preferred Stock in March 2021 is as follows (in thousands):
| Allocation of Proceeds | ||||||||||||
| Series C | ||||||||||||
| Series C | Preferred | |||||||||||
| Warrants | Stock | |||||||||||
| Gross proceeds | $ | |||||||||||
| Equity issuance costs | ||||||||||||
| Net proceeds - Initial Fair Value Allocation | $ | $ | $ | |||||||||
| Per balance sheet upon issuance | $ | $ | ||||||||||
Common Stock Warrants
The Company revalues the Common Stock Warrants at each balance sheet date and recognized a loss of $
The Company used a Monte Carlo simulation model to estimate the fair value of the Common Stock Warrants using the following assumptions:
| March 31, | December 31, | |||||||
| 2021 | 2020 | |||||||
| Stock price | $ | $ | ||||||
| Exercise price | $ | $ | ||||||
| Risk-free rate | % | % | ||||||
| Volatility | % | % | ||||||
| Term (years) | ||||||||
Beneficial Conversion Feature
ASC 470-20-20 – Debt – Debt with conversion and Other Options (“ASC 470-20”) defines a beneficial conversion feature (“BCF”) as a nondetachable conversion feature that is in the money at the issuance date. The Company was required by ASC 470-20 to allocate a portion of the proceeds from the Series A Preferred Stock equal to the intrinsic value of the BCF to additional paid-in capital. We are recording the accretion of the $
Note 9 — Net Loss Per Share
The following table (in thousands, except for loss per share) reconciles basic and diluted weighted average common shares outstanding for each of the three months ended March 31, 2021 and 2020:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2021 | 2020 | |||||||
| Weighted average common shares outstanding: | ||||||||
| Basic | ||||||||
| Dilutive unvested stock, convertible preferred stock, Common Stock Warrants and IPO Warrants | ||||||||
| Diluted | ||||||||
| Basic and diluted net loss per share attributable to common stockholders | $ | ( | ) | $ | ( | ) | ||
Potentially dilutive securities not included in the diluted net loss per share computations because their effect would have been anti-dilutive were as follows (in thousands):
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2021 | 2020 | |||||||
| Unvested stock (1) | ||||||||
| Convertible preferred stock | ||||||||
| Common Stock Warrants | ||||||||
| IPO Warrants(2) | ||||||||
| Total potentially dilutive common shares | ||||||||
| (1) | Does not include |
| (2) | The IPO Warrants were issued in connection with our initial public offering in 2015. The IPO Warrants are exercisable at a price of $ |
Note 10 — Share-based Compensation
We have granted shares of Company common stock and restricted Company common stock to employees, consultants and non-employee directors under our 2017 Omnibus Incentive Plan, as amended (the “2017 Plan”), and in connection with our special meeting of stockholders held on July 24, 2017.
Total share-based compensation consisted of the following (in thousands):
| Three months Ended | ||||||||
| March 31, | ||||||||
| 2021 | 2020 | |||||||
| Share-based compensation: | ||||||||
| Equity awards | $ | $ | ||||||
| Liability awards | ||||||||
| Total share-based compensation | ||||||||
| Capitalized share-based compensation | ||||||||
| Total share-based compensation expense | $ | $ | ||||||
Note 11 — Income Taxes
Due to our cumulative loss position, we have established a full valuation allowance against our deferred tax assets at March 31, 2021 and December 31, 2020. Due to our full valuation allowance, we have recorded a provision for federal or state income taxes during either of the three months ended March 31, 2021 or 2020.
In response to the global pandemic related to COVID-19, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) on March 27, 2020 and the Consolidated Appropriations Act, 2021 (the “CAA”) on December 27, 2020. The CARES Act and the CAA provide numerous relief provisions for corporate taxpayers, including modification of the utilization limitations on NOLs, favorable expansions of the deduction for business interest expense under Internal Revenue Code Section 163(j), and the ability to accelerate timing of refundable alternative minimum tax credits. For the three months ended March 31, 2021, there were no material tax impacts to our consolidated financial statements from the CARES Act, the CAA or other COVID-19 measures. The Company continues to monitor additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service and others.
Note 12 — Commitments and Contingencies
Rio Grande Site Lease
On March 6, 2019, Rio Grande entered into a lease agreement (the “Rio Grande Site Lease”) with the Brownsville Navigation District of Cameron County, Texas (“BND”) for the lease by Rio Grande of approximately
On April 30, 2020, Rio Grande and the BND amended the Rio Grande Site Lease (the “Rio Grande Site Lease Amendment”) to extend the effective date for commencing the Rio Grande Site Lease to May 6, 2021 (the “Effective Date”). The Rio Grande Site Lease Amendment further provides that Rio Grande has the right, exercisable in its sole discretion, to extend the Effective Date to May 6, 2022 by providing the BND with written notice of its election no later than the close of business on the Effective Date.
In connection with the Rio Grande Site Lease Amendment, Rio Grande is committed to pay approximately $
Obligation under LNG Sale and Purchase Agreement
In March 2019, we entered into a 20-year sale and purchase agreement (the “SPA”) with Shell NA LNG LLC (“Shell”) for the supply of approximately two million tonnes per annum of liquefied natural gas from the Terminal. Pursuant to the SPA, Shell will purchase LNG on a free-on-board (“FOB”) basis starting from the date the first liquefaction train of the Terminal that is commercially operable, with approximately three-quarters of the purchased LNG volume indexed to Brent and the remaining volume indexed to domestic United States gas indices, including Henry Hub.
In the first quarter of 2020, pursuant to the terms of the SPA, the SPA became effective upon the conditions precedent in the SPA being satisfied or waived. The SPA obligates Rio Grande to deliver the contracted volumes of LNG to Shell at the FOB delivery point, subject to the first liquefaction train at the Terminal being commercially operable.
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 March 31, 2021, 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.
Note 13 — Recent Accounting Pronouncements
The following table provides a brief description of recent accounting standards that have not been adopted by the Company as of March 31, 2021:
| Standard |
| Description |
| Expected Date of Adoption |
| Effect on our Consolidated Financial Statements or Other Significant Matters |
| ASU 2020-06, Accounting for Convertible Instruments and Contracts in Entity's Own Equity (Subtopic 815-40) |
| This standard requires entities to provide expanded disclosures about the terms and features of |
| January 1, 2022 |
| We are currently evaluating the effect of this standard on our Consolidated Financial Statements. |
Note 14 — Subsequent Events
Series C Preferred Stock
On April 12, 2021, pursuant to the Series C Convertible Preferred Stock Agreement, dated as of March 26, 2021, by and between the Company and OGCI Climate Investments Holdings LLP (“OGCI”), the Company issued to OGCI (i)
Leases
As described in Note 12 - Commitments and Contingencies, the Rio Grande Site Lease Amendment further provides that Rio Grande has the right, exercisable in its sole discretion, to extend the Effective Date to May 6, 2022 by providing the BND with written notice of its election no later than the close of business on the Effective Date. On April 28, 2021, Rio Grande delivered a notice to the Port of Brownsville electing to extend the Effective Date of the Rio Grande Site Lease Amendment to May 6, 2022.
On April 30, 2021, the Company amended the lease agreement for its corporate headquarters to extend the lease termination date from September 30, 2021 to December 31, 2022. The Company's commitment under the amended lease agreement in 2021 and 2022 is approximately $
The Company has evaluated subsequent events through May 13, 2021, the date the financial statements were issued. Any material subsequent events that occurred during this time have been properly recognized and/or disclosed in these financial statements.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, strategy and plans, and our expectations for future operations, are forward-looking statements. The words “anticipate,” “contemplate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “might,” “will,” “would,” “could,” “should,” “can have,” “likely,” “continue,” “design” and other words and terms of similar expressions, are intended to identify forward-looking statements.
We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short-term and long-term business operations and objectives and financial needs.
Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ from those expressed in our forward-looking statements. Our future financial position and results of operations, as well as any forward-looking statements are subject to change and inherent risks and uncertainties, including those described in the section titled “Risk Factors” in our most recent Annual Report on Form 10-K. You should consider our forward-looking statements in light of a number of factors that may cause actual results to vary from our forward-looking statements including, but not limited to:
| ● |
our progress in the development of our liquefied natural gas (“LNG”) liquefaction and export projects and the timing of that progress; |
| ● |
our final investment decision (“FID”) in the construction and operation of a LNG terminal at the Port of Brownsville in southern Texas (the “Terminal”) and the timing of that decision; |
| ● |
the successful completion of the Terminal by third-party contractors and a pipeline to supply gas to the Terminal being developed by a third-party; |
| ● |
our ability to develop the carbon capture and storage project at the Terminal (the “CCS project”) to reduce carbon emissions from the Terminal; |
| ● |
our ability to secure additional debt and equity financing in the future to complete the Terminal; |
| ● |
our ability to secure additional debt and equity financing in the future to complete the CCS project, if implemented; |
| ● |
the accuracy of estimated costs for the Terminal; |
| ● |
the accuracy of estimated costs for the CCS project; |
| ● |
statements that the Terminal and the CCS project, when completed, will have certain characteristics, including amounts of liquefaction capacities and amount of CO2 reduction; |
| ● |
the development risks, operational hazards, regulatory approvals applicable to the Terminal’s, the CCS project's and the third-party pipeline's construction and operations activities; |
| ● |
technological innovation which may lessen our anticipated competitive advantage; |
| ● |
the global demand for and price of LNG; |
| ● |
the availability of LNG vessels worldwide; |
| ● |
changes in legislation and regulations relating to the LNG industry, including environmental laws and regulations that impose significant compliance costs and liabilities; |
| ● |
global pandemics, including the 2019 novel coronavirus (“COVID-19”) pandemic, and their impact on our business and operating results, including any disruptions in our operations or development of the Terminal and the health and safety of our employees, and on our customers, the global economy and the demand for LNG; |
| ● |
risks related to doing business in and having counterparties in foreign countries; |
| ● |
our ability to maintain the listing of our securities on a securities exchange or quotation medium; |
| ● |
changes adversely affecting the business in which we are engaged; |
| ● |
management of growth; |
| ● |
general economic conditions; |
| ● |
our ability to generate cash; |
| ● |
compliance with environmental laws and regulations; and |
| ● |
the result of future financing efforts and applications for customary tax incentives. |
Should one or more of the foregoing risks or uncertainties materialize in a way that negatively impacts us, or should the underlying assumptions prove incorrect, our actual results may vary materially from those anticipated in our forward-looking statements, and our business, financial condition, and results of operations could be materially and adversely affected.
The forward-looking statements contained in this Quarterly Report on Form 10-Q are made as of the date of this Quarterly Report on Form 10-Q. You should not rely upon forward-looking statements as predictions of future events. In addition, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements.
Except as required by applicable law, we do not undertake any obligation to publicly correct or update any forward-looking statements. All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements as well as others made in our most recent Annual Report on Form 10-K as well as other filings we have made and will make with the Securities and Exchange Commission (the “SEC”) and our public communications. You should evaluate all forward-looking statements made by us in the context of these risks and uncertainties.
Overview
NextDecade Corporation engages in development activities related to the liquefaction and sale of LNG and the reduction of CO2 emissions, in part, through the CCS project. We have focused and continue to focus our development activities on the Terminal and recently announced our planned development of the CCS project (described further under “Recent Developments”). We have undertaken and continue to undertake various initiatives to evaluate, design and engineer the Terminal and the CCS project that we expect will result in demand for LNG supply at the Terminal, which would enable us to seek construction financing to develop the Terminal and the CCS project. We believe the Terminal possesses competitive advantages in several important areas, including, engineering, design, commercial, regulatory, emission reductions, and gas supply. We submitted a pre-filing request for the Terminal to the Federal Energy Regulatory Commission (the “FERC”) in March 2015 and filed a formal application with the FERC in May 2016. In November 2019, the FERC issued an order authorizing the siting, construction and operation of the Terminal. We also believe we have robust commercial offtake and gas supply strategies.
Unless the context requires otherwise, references to “NextDecade,” “the Company,” “we,” “us,” and “our” refer to NextDecade Corporation and its consolidated subsidiaries.
Recent Developments
COVID-19 Pandemic and its Effect on our Business
The business environment in which we operate has been impacted by the recent downturn in the energy market as well as the outbreak of COVID-19 and its progression into a pandemic in March 2020. We have modified and may continue to modify certain business and workforce practices to protect the safety and welfare of our employees. Furthermore, we have implemented and may continue to implement certain mitigation efforts to ensure business continuity. We will continue to actively monitor the situation and may take further actions altering our business operations that we determine are in the best interests of our employees, customers, partners, suppliers, and stakeholders, or as required by federal, state, or local authorities. It is not clear what the potential effects any such alterations or modifications may have on our business, including the effects on our customers, employees, and prospects, or on our financial results for fiscal year 2021 or beyond.
NEXT Carbon Solutions
On March 18, 2021, we announced the formation of NEXT Carbon Solutions that is expected to (i) develop one of the largest CCS projects in North America at the Terminal, (ii) advance proprietary processes to lower the cost of utilizing CCS technology, (iii) help other energy companies to reduce their greenhouse gas (“GHG”) emissions associated with the production, transportation, and use of natural gas and, (iv) generate high-quality, verifiable carbon offsets to support companies in their efforts to achieve net-zero emissions. NEXT Carbon Solutions’ CCS project is expected to reduce permitted CO2 emissions at the Terminal by more than 90 percent without major design changes to the Terminal.
Series C Convertible Preferred Stock Offering
In March 2021, we sold an aggregate of 24,500 shares of Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), at $1,000 per share for an aggregate purchase price of $24.5 million and issued an additional 490 shares of Series C Preferred Stock in aggregate as origination fees. In April 2021, we sold 10,000 shares of Series C Preferred Stock at $1,000 per share for an aggregate purchase price of $10.0 million and issued an additional 200 shares of Series C Preferred Stock as an origination fee. Warrants were issued together with the issuances of the Series C Preferred Stock.
For further descriptions of the Series C Preferred Stock, see Note 9 - Preferred Stock and Common Stock Warrants, and for additional details on the issuances of the Series C Preferred Stock and the transactions in connection therewith, please refer to our Current Reports on Form 8-K filed with the SEC on March 18, 2021 and March 26, 2021.
CCS project
On March 25, 2021, we announced the execution of a term sheet with Oxy Low Carbon Ventures (“OLCV”), a subsidiary of Occidental Petroleum Corporation, for the offtake and storage of CO2 captured from the Terminal. Under the terms of the agreement, OLCV will offtake and transport CO2 from the Terminal and permanently sequester it in an underground geologic formation in the Rio Grande Valley, where there is believed to be vast CO2 storage capacity, pursuant to a CO2 Offtake Agreement and a Sequestration and Monitoring Agreement to be negotiated by the parties.
We have partnered with Mitsubishi Heavy Industries, an experienced developer of post-combustion carbon capture technology to assist with the planned CCS project at the Terminal.
Terminal
In April 2020, we announced a joint pilot project with Project Canary for the monitoring, reporting, and independent third-party measurement and certification of the GHG intensity of LNG to be sold from the Terminal.
Rio Grande Site Lease
On March 6, 2019, Rio Grande entered into a lease agreement (the “Rio Grande Site Lease”) with the Brownsville Navigation District of Cameron County, Texas (the "BND") for the lease by Rio Grande of approximately 984 acres of land situated in Brownsville, Cameron County, Texas for the purposes of constructing, operating, and maintaining (i) a liquefied natural gas facility and export terminal and (ii) gas treatment and gas pipeline facilities.
On April 30, 2020, Rio Grande and the BND amended the Rio Grande Site Lease (the “Rio Grande Site Lease Amendment”) to extend the effective date for commencing the Rio Grande Site Lease to May 6, 2021 (the “Effective Date”). The Rio Grande Site Lease Amendment further provides that Rio Grande has the right, exercisable in its sole discretion, to extend the Effective Date to May 6, 2022 by providing the BND with written notice of its election no later than the close of business on the Effective Date.
On April 28, 2021, Rio Grande extended the Effective Date to May 6, 2022.
Liquidity and Capital Resources
Capital Resources
We have funded and continue to fund the development of the Terminal, CCS project, and general working capital needs through our cash on hand and proceeds from the issuance of equity and equity-based securities. Our capital resources consisted of approximately $39.3 million of cash and cash equivalents as of March 31, 2021.
Sources and Uses of Cash
The following table summarizes the sources and uses of our cash for the periods presented (in thousands):
| Three Months Ended |
||||||||
| March 31, |
||||||||
| 2021 |
2020 |
|||||||
| Operating cash flows |
$ | (3,790 | ) | $ | (14,238 | ) | ||
| Investing cash flows |
(3,917 | ) | 41,851 | |||||
| Financing cash flows |
24,389 | 14,930 | ||||||
| Net increase in cash and cash equivalents |
16,682 | 42,543 | ||||||
| Cash and cash equivalents – beginning of period |
22,608 | 15,736 | ||||||
| Cash and cash equivalents – end of period |
$ | 39,290 | $ | 58,279 | ||||
Operating Cash Flows
Operating cash outflows during the three months ended March 31, 2021 and 2020 were $3.8 million and $14.2 million, respectively. The decrease in operating cash outflows during the three months ended March 31, 2021 compared to the three months ended March 31, 2020 was due to reduced employee costs and lease costs among other actions taken in response to the COVID-19 pandemic.
Investing Cash Flows
Investing cash outflows during the three months ended March 31, 2021 were $3.9 million and investing cash inflows during the three months ended March 31, 2020 were $41.9 million. The investing cash outflows during the three months ended March 31, 2021 were primarily the result of cash used in the development of the Terminal of $3.9 million. The investing cash inflows during the three months ended March 31, 2020 were primarily the result of the sale of the sale of $62.0 million of investment securities partially offset by cash used in the development of the Terminal of $19.9 million.
Financing Cash Flows
Financing cash inflows during the three months ended March 31, 2021 and 2020 were $24.4 million and $14.9 million, respectively. For the three months ended March 31, 2021 financing cash inflows were primarily the result of proceeds from the sale of Series C Preferred Stock. For the three months ended March 31, 2020 financing cash inflows were primarily the result of $15.0 million of proceeds from the sale of Rio Bravo.
Pre-FID Liquidity
In 2021, we expect to incur $42 million on pre-FID development activities in support of the Terminal and the CCS project. Approximately $8 million of these costs were incurred in the three months ended March 31, 2021.
Capital Development Activities
We are primarily engaged in developing the Terminal and the CCS project, which may require additional capital to support further project development, engineering, regulatory approvals and compliance, and commercial activities in advance of a FID made to finance and construct the Terminal and CCS project. Even if successfully completed, the Terminal will not begin to operate and generate significant cash flows until at least several years from now. Construction of the Terminal and CCS project would not begin until, among other requirements for project financing, all required federal, state and local permits have been obtained. As a result, our business success will depend, to a significant extent, upon our ability to obtain the funding necessary to construct the Terminal and CCS project, to bring them into operation on a commercially viable basis and to finance our staffing, operating and expansion costs during that process.
We have engaged SG Americas Securities, LLC (a business unit of Société Générale) and Macquarie Capital (USA) Inc. to advise and assist us in raising capital for post-FID construction activities.
We currently expect that the long-term capital requirements for the Terminal and the CCS project will be financed predominately through project financing and proceeds from future debt and equity offerings by us. There can be no assurance that we will succeed in securing additional debt and/or equity financing in the future to complete the Terminal and CCS project or, if successful, that the capital we raise will not be expensive or dilutive to stockholders. Additionally, if these types of financing are not available, we will be required to seek alternative sources of financing, which may not be available on terms acceptable to us, if at all.
Contractual Obligations
There have been no material changes to our contractual obligations from those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
Results of Operations
The following table summarizes costs, expenses and other income for the periods indicated (in thousands):
| For the Three Months Ended |
||||||||||||
| March 31, |
||||||||||||
| 2021 |
2020 |
Change |
||||||||||
| Revenues |
$ | — | $ | — | $ | — | ||||||
| General and administrative expense |
1,369 | 6,814 | (5,445 | ) | ||||||||
| Land option and lease expense |
204 | 411 | (207 | ) | ||||||||
| Depreciation expense |
48 | 16 | 32 | |||||||||
| Operating loss |
(1,621 | ) | (7,241 | ) | 5,620 | |||||||
| (Loss) gain on common stock warrant liabilities |
(2,038 | ) | 8,339 | (10,377 | ) | |||||||
| Loss on redemption of investment securities |
— | (412 | ) | 412 | ||||||||
| Interest income, net |
1 | 233 | (232 | ) | ||||||||
| Other |
— | (17 | ) | 17 | ||||||||
| Net loss attributable to NextDecade Corporation |
(3,658 | ) | 902 | (4,560 | ) | |||||||
| Preferred stock dividends |
(3,875 | ) | (3,443 | ) | (432 | ) | ||||||
| Deemed dividends on Series A Convertible Preferred Stock |
(16 | ) | (76 | ) | 60 | |||||||
| Net loss attributable to common stockholders |
$ | (7,549 | ) | $ | (2,617 | ) | $ | (4,932 | ) | |||
Our consolidated net loss was $7.5 million, or $0.06 per common share (basic and diluted), for the three months ended March 31, 2021 compared to a net loss of $2.6 million, or $0.02 per common share (basic and diluted), for the three months ended March 31, 2020. The $4.9 million increase in net loss was primarily a result of an increase in the loss on common stock warrant liabilities partially offset by a decrease in general and administrative expenses.
General and administrative expense during the three months ended March 31, 2021 decreased $5.4 million compared to the same period in 2020 primarily due to a decrease in share-based compensation expense of $1.9 million and decreases in professional fees, travel expenses and marketing and conference sponsorship costs, office expenses and marketing and promotional expenses in the aggregate of $3.0 million. The decrease in share-based compensation expense is primarily due to forfeitures that occurred during the three months ended March 31, 2021.
(Loss) gain on common stock warrant liabilities for the three months ended March 31, 2021 and 2020 is primarily due to changes in the share price of Company common stock.
Interest income, net during the three months ended March 31, 2021 decreased $0.2 million, compared to the same period in 2020, due to lower average balances maintained in our cash and cash equivalent accounts.
Preferred stock dividends for the three months ended March 31, 2021 of $3.9 million consisted of dividends paid-in kind with the issuance of 1,978 additional shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), and 1,884 additional shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), compared to preferred stock dividends of $3.4 million for the three months ended March 31, 2020 that consisted of dividends paid-in-kind with the issuances of 1,757 additional shares of Series A Preferred Stock and 1,673 additional shares of Series B Preferred Stock.
Deemed dividends on the Series A Preferred Stock for the three months ended March 31, 2021 represents the accretion of the beneficial conversion feature associated with the Series A Preferred Stock issued in the third quarter of 2018.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of March 31, 2021.
Summary of Critical Accounting Estimates
The preparation of our Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. There have been no significant changes to our critical accounting estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of “our disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the fiscal quarter ended March 31, 2021. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of March 31, 2021, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
During the most recent fiscal quarter, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
None.
The information presented below updates, and should be read in conjunction with, the risk factors disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. Except as presented below, there were no changes to the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
Technological innovation, competition or other factors may negatively impact our anticipated competitive advantage or our processes.
Our success will depend on our ability to create and maintain a competitive position in the natural gas liquefaction industry. We do not have any exclusive rights to any of the LNG technologies that we will be utilizing. In addition, the LNG technology we anticipate using in the Terminal may face competition due to the technological advances of other companies or solutions, including more efficient and cost-effective processes or entirely different approaches developed by one or more of our competitors or others.
The technology we intend to use in our carbon capture and storage project at the Terminal to reduce expected carbon dioxide emissions at the Terminal may not achieve expected results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuances of Unregistered Securities
On January 4, 2021, pursuant to the terms of the Common Stock Purchase Agreement, dated as of October 24, 2019, by and between the Company and Ninteenth Investment Company LLC (“Ninteenth”), the Company issued 398,725 shares of Company Common Stock to Ninteenth.
On January 25, 2021, the Company issued 202,000 shares of restricted Company common stock to certain Company employees under the 2017 Omnibus Incentive Plan, as amended (the “2017 Plan”).
On February 1, 2021, the Company issued 25,000 shares of Company common stock to a former employee under the terms of a separation agreement.
On February 1, 2021, the Company issued 50,000 shares of restricted Company common stock to a certain employee under the 2017 Plan.
On February 2, 2021, the Company issued 40,000 shares of restricted Company common stock to a certain employee under the 2017 Plan.
All of the shares of restricted Company common stock and Company common stock were issued in transactions exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof as transactions by an issuer not involving any public offering.
Purchase of Equity Securities by the Issuer
The following table summarizes stock repurchases for the three months ended March 31, 2021:
| Period |
Total Number of Shares Purchased (1) |
Average Price Paid Per Share (2) |
Total Number of Shares Purchased as a Part of Publicly Announced Plans |
Maximum Number of Units That May Yet Be Purchased Under the Plans |
||||||||||||
| January 2021 |
9,827 | $ | 2.23 | — | — | |||||||||||
| February 2021 |
5,930 | 2.48 | — | — | ||||||||||||
| March 2021 |
3,855 | 1.79 | — | — | ||||||||||||
| (1) |
Represents shares of Company common stock surrendered to us by participants in the 2017 Plan to settle the participants’ personal tax liabilities that resulted from the lapsing of restrictions on shares awarded to the participants under the 2017 Plan. |
| (2) |
The price paid per share of Company common stock was based on the closing trading price of such stock on the dates on which we repurchased shares of Company common stock from the participants under the 2017 Plan. |
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
None.
| (1) |
Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed July 28, 2017. |
| (2) |
Incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K, filed July 28, 2017. |
| (3) |
Incorporated by reference to Exhibit 4.3 of the Registrant’s Registration Statement on Form S-3, filed December 20, 2018. |
| (4) |
Incorporated by reference to Exhibit 3.4 of the Registrant’s Quarterly Report on Form 10-Q, filed November 9, 2018. |
| (5) | Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed March 18, 2021. |
| (6) | Incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K, filed July 15, 2019. |
| (7) | Incorporated by reference to Exhibit 3.2 of the Registrant's Current Report on Form 8-K, filed July 15, 2019. |
| (8) | Incorporated by reference to Exhibit 3.7 of the Registrant's Quarterly Report on Form 10-Q, filed August 6, 2019. |
| (9) | Incorporated by reference to Exhibit 3.8 of the Registrant's Quarterly Report on Form 10-Q, filed August 6, 2019. |
| (10) | Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed March 4, 2021. |
| (11) | Incorporated by reference to Exhibit 4.1 of the Registrant's Form 10-K, filed March 3, 2020. |
| (12) |
Incorporated by reference to Exhibit 4.1 of the Amendment No. 7 to the Registrant’s Registration Statement on Form S-1, filed March 13, 2015. |
| (13) |
Incorporated by reference to Exhibit 4.3 of the Amendment No. 7 to the Registrant’s Registration Statement on Form S-1, filed March 13, 2015. |
| (14) |
Incorporated by reference to Exhibit 4.4 of the Amendment No. 7 to the Registrant’s Registration Statement on Form S-1, filed March 13, 2015. |
| (15) |
Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed August 7, 2018. |
| (16) |
Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed August 24, 2018. |
| (17) | Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed March 18, 2021. |
| (18) | Incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement, filed April 29, 2020. |
| (19) | Incorporated by reference to Exhibit 10.35 of the Registrant’s Annual Report on Form 10-K, filed March 25, 2021. |
| (20) | Incorporated by reference to Exhibit 10.36 of the Registrant’s Annual Report on Form 10-K, filed March 25, 2021. |
| (21) | Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K, filed March 18, 2021. |
| (22) | Incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K, filed March 18, 2021. |
| (23) | Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K, filed March 29, 2021. |
| * |
Filed herewith. |
| ** |
Furnished herewith. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
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NEXTDECADE CORPORATION |
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| Date: May 13, 2021 |
By: |
/s/ Matthew K. Schatzman |
|
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Matthew K. Schatzman |
|
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Chairman of the Board and Chief Executive Officer |
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(Principal Executive Officer) |
|
| Date: May 13, 2021 |
By: |
/s/ Brent E. Wahl |
|
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Brent E. Wahl |
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Chief Financial Officer |
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(Principal Financial Officer) |