next-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

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

For the quarterly period ended March 31, 2024

o 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 3300, 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

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 x No o

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 x No o

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	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	o

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. o

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

As of May 3, 2024, the issuer had 257,994,156 shares of common stock outstanding.

Explanatory Note

The purpose of the filing of this Form 10-Q/A is to correct certain line items in the Company’s Consolidated Financial Statements for the three months ended March 31, 2024 that were originally reported incorrectly due to a clerical error. The following line items within the Statement of Cash Flows for the three months ended March 31, 2024 are changed as follows (in thousands): acquisition of property, plant and equipment has been changed from $(790,332) to $(774,615); net cash used in investing activities has been changed from $(796,365) to $(780,648); debt and equity issuance costs has been changed from $(4,309) to $(20,026); and net cash provided by financing activities has been changed from $782,110 to $766,393. Within the table of Debt Maturities in Note 6 to the Consolidated Financial Statements, the “2026” row has been changed from $35,619 to $26,881 and the “Thereafter” row has been changed from $2,407,262 to $2,416,000. There was an additional deletion of the line item for cash paid for interest, net of amounts capitalized in Note 13 to the Consolidated Financial Statements and corresponding changes to the disclosure of net cash used in investing activities and net cash provided by financial activities within Management’s Discussion and Analysis of Financial Condition and Results of Operations under the subheadings “Liquidity and Capital Resources—Investing Cash Flows” and “—Financing Cash Flows.”

No other changes have been made to the Form 10-Q. This Form 10-Q/A speaks as of the original filing date and time of the Form 10-Q, and does not modify or update any other disclosures made in the Form 10-Q.


			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			5
Notes to Consolidated Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			14
Item 3. Quantitative and Qualitative Disclosures About Market Risk			23
Item 4. Controls and Procedures			24
Part II. Other Information			25
Item 1. Legal Proceedings			25
Item 1A. Risk Factors			25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			25
Item 3. Defaults Upon Senior Securities			25
Item 4. Mine Safety Disclosures			25
Item 5. Other Information			25
Item 6. Exhibits			25
Signatures			27


	March 31, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	45,753	$	38,241
Restricted cash	205,645		256,237
Derivatives	29,327		17,958
Prepaid expenses and other current assets	3,193		2,089
Total current assets	283,918		314,525
Property, plant and equipment, net	3,158,242		2,437,733
Operating lease right-of-use assets	169,504		170,827
Debt issuance costs	371,466		389,695
Derivatives	175,699		—
Other non-current assets	17,054		11,021
Total assets	$	4,175,883	$	3,323,801

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	175,384	$	243,129
Accrued and other current liabilities	321,997		299,264
Common stock warrants	5,297		6,851
Operating leases	2,972		3,143
Total current liabilities	505,650		552,387
Common stock warrants	—		1,818
Operating leases	145,466		145,962
Derivative liability	—		66,899
Debt, net	2,393,730		1,816,301
Total liabilities	3,044,846		2,583,367

Commitments and contingencies (Note 12)

Stockholders’ equity
Common stock, $0.0001 par value, 480.0 million authorized: 257.5 million and 256.5 million outstanding, respectively	26		26
Treasury stock: 2.2 million shares and 2.2 million respectively, at cost	(14,308)		(14,214)
Preferred stock, $0.0001 par value, 0.5 million authorized after designation of the convertible preferred stock: none outstanding	—		—
Additional paid-in-capital	897,805		693,883
Accumulated deficit	(363,426)		(391,772)
Total stockholders’ equity	520,097		287,923
Non-controlling interest	610,940		452,511
Total equity	1,131,037		740,434
Total liabilities and equity	$	4,175,883	$	3,323,801


	Three Months Ended March 31,
	2024		2023
Revenues	$	—	$	—
Operating expenses:
General and administrative expense	32,505		26,271
Development expense	2,509		464
Lease expense	3,019		337
Depreciation expense	84		38
Total operating expenses	38,117		27,110
Total operating loss	(38,117)		(27,110)
Other income (expense):
Loss on common stock warrant liabilities	(1,516)		(367)
Derivative gain	258,872		—
Interest expense, net of capitalized interest	(25,479)		—
Loss on debt extinguishment	(7,440)		—
Other, net	455		130
Total other income (expense)	224,892		(237)
Net income (loss) attributable to NextDecade Corporation	186,775		(27,347)
Less: net income attributable to non-controlling interest	158,429		—
Less: preferred stock dividends	—		(6,700)
Net income (loss) attributable to common stockholders	$	28,346	$	(34,047)

Net income (loss) per common share - basic and diluted	$	0.11	$	(0.23)

Weighted average shares outstanding - basic	256,707		146,931

Weighted average shares outstanding - diluted	266,886		146,931


	Three Months Ended March 31,
	2024		2023
Total stockholders' equity, beginning balances	$	740,434	$	54,371

Common stock:
Beginning balance	26		14
Issuance of common stock	—		1
Ending balance	26		15

Treasury Stock:
Beginning balance	(14,214)		(4,587)
Shares repurchased related to share-based compensation	(94)		(47)
Ending balance	(14,308)		(4,634)

Additional paid-in-capital:
Beginning balance	693,883		289,084
Share-based compensation	4,409		1,559
Issuance of common stock, net	—		34,999
Receipt of equity commitments	194,627		—
Exercise of common stock warrants	4,886		—
Preferred stock dividends	—		(6,700)
Ending balance	897,805		318,942

Accumulated deficit:
Beginning balance	(391,772)		(230,140)
Net income (loss)	28,346		(27,347)
Ending balance	(363,426)		(257,487)

Total stockholders' equity	520,097		56,836

Non-controlling interest:
Beginning balance	452,511		—
Net income	158,429		—
Ending balance	610,940		—

Total equity, ending balances	$	1,131,037	$	54,371


Preferred Stock, Series A-C:
Beginning balance	$	—	$	202,443
Preferred stock dividends	—		6,686
Ending balance	$	—	$	209,129


	March 31, 2024		December 31, 2023
Rio Grande LNG Facility under construction	$	3,150,790	$	2,431,389
Corporate and other	7,711		7,518
Total property, plant and equipment, at cost	3,158,501		$	2,438,907
Less: accumulated depreciation	(259)		(1,174)
Total property, plant and equipment, net	$	3,158,242	$	2,437,733


Initial Notional Amount		Maximum Notional Amount		Maturity (1)	Weighted Average Fixed Interest Rate Paid		Variable Interest Rate Received
$	123,000	$	8,500,000	2048	3.4	%	USD - SOFR


2024 (remaining)	$	5,568
2025	7,610
2026	9,522
2027	9,565
2028	9,609
Thereafter	199,241
Total undiscounted lease payments	241,115
Discount to present value	(92,676)
Present value of lease liabilities	$	148,438

Weighted average remaining lease term - years	27.6
Weighted average discount rate - percent	4.0


	March 31, 2024		December 31, 2023
Rio Grande LNG Facility costs	$	270,393	$	268,821
Accrued interest	44,716		20,392
Employee compensation expense	2,944		9,270
Other accrued liabilities	3,944		781
Total accrued and other current liabilities	$	321,997	$	299,264


	March 31, 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		—
Total Senior Secured Notes and Loans	1,497,000		1,307,000
Credit Facilities:
CD Senior Working Capital Facility	—		—
CD Credit Facility	817,000		484,000
TCF Credit Facility	102,000		59,000
Corporate Credit Facility	26,881		—
Total debt	2,442,881		1,850,000
Unamortized debt issuance costs	(49,151)		(33,699)
Total debt, net	$	2,393,730	$	1,816,301


	Principal Payments
2024 - 2025	$	—
2026	26,881
2027 - 2028	—
Thereafter	2,416,000
Total	$	2,442,881


	March 31, 2024				December 31, 2023
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Senior Notes - Level 2	$	890,000	$	912,108	$	700,000	$	743,593
Senior Loans - Level 2	607,000		621,969		607,000		632,998


Customer	Volume (MTPA)	Tenor (years)	Delivery Model (1)
TotalEnergies	5.4	20	FOB
Shell NA LNG LLC (“Shell”)	2.0	20	FOB
ENN LNG Singapore Pte Ltd.	2.0	20	FOB
ENGIE S.A.	1.75	15	FOB
China Gas Hongda Energy Trading Co., LTD	1.0	20	FOB
Guangdong Energy Group	1.0	20	DES
Exxon Mobil LNG Asia Pacific	1.0	20	FOB
Galp Trading S.A.	1.0	20	FOB
Itochu	1.0	15	FOB
Total	16.15	19.2 years weighted average


	Three Months Ended March 31,
	2024		2023
Operating cash flows	$	(28,825)	$	(23,185)
Investing cash flows	(780,648)		(23,403)
Financing cash flows	766,393		34,940
Net decrease in cash, cash equivalents and restricted cash	(43,080)		(11,648)
Cash, cash equivalents and restricted cash – beginning of period	294,478		62,789
Cash, cash equivalents and restricted cash – end of period	$	251,398	$	51,141


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 Shares That May Yet Be Purchased Under the Plans
January 2024	4,826	$	4.69	—	—
February 2024	2,205	5.00		—	—
March 2024	13,536	5.28		—	—


	March 31, 2024			December 31, 2023
Stock price	$	5.68		$	4.77
Exercise price	$	0.01		$	0.01
Risk-free rate	5.1		%	4.7		%
Volatility	68.3		%	78.4		%
Weighted average term (years)	0.5			0.5


	For the Three Months Ended March 31,
	2024		2023		Change
Revenues	$	—	$	—	$	—
General and administrative expense	32,505		26,271		6,234
Development expense	2,509		464		2,045
Lease expense	3,019		337		2,682
Depreciation expense	84		38		46
Total operating loss	(38,117)		(27,110)		(11,007)
Other income (expense):
Loss on common stock warrant liabilities	(1,516)		(367)		(1,149)
Derivative gain	258,872		—		258,872
Interest expense, net of capitalized interest	(25,479)		—		(25,479)
Loss on debt extinguishment	(7,440)		—		(7,440)
Other, net	455		130		325
Net income (loss) attributable to NextDecade Corporation	186,775		(27,347)		214,122
Less: net income attributable to non-controlling interest	158,429		—		158,429
Less: preferred stock dividends	—		6,700		(6,700)
Net income (loss) attributable to common stockholders	$	28,346	$	(34,047)	$	62,393


Exhibit No.						Description
3.1						Second Amended and Restated Certificate of Incorporation of NextDecade Corporation, dated July 24, 2017(Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed July 28, 2017).
3.2						Amended and Restated Bylaws of NextDecade Corporation, as amended March 3, 2021(Incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-1 filed June 24, 2022).
3.3						Certificate of Designations of Series A Convertible Preferred Stock, dated August 9, 2018 (Incorporated by reference to Exhibit 4.3 of the Registrant’s Registration Statement on Form S-3, filed December 20, 2018).
3.4						Certificate of Designations of Series B Convertible Preferred Stock, dated September 28, 2018 (Incorporated by reference to Exhibit 3.4 of the Registrant’s Quarterly Report on Form 10-Q, filed November 9, 2018).


3.5						Certificate of Designations of Series C Convertible Preferred Stock, dated March 17, 2021 (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed March 18, 2021).
3.6						Certificate of Amendment to Certificate of Designations of Series A Convertible Preferred Stock, dated July 12, 2019 (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed July 15, 2019).
3.7						Certificate of Amendment to Certificate of Designations of Series B Convertible Preferred Stock, dated July 12, 2019 (Incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K, filed July 15, 2019).
3.8						Certificate of Increase to Certificate of Designations of Series A Convertible Preferred Stock of NextDecade Corporation, dated July 15, 2019 (Incorporated by reference to Exhibit 3.7 of the Registrant's Quarterly Report on Form 10-Q, filed August 6, 2019).
3.9						Certificate of Increase to Certificate of Designations of Series B Convertible Preferred Stock of NextDecade Corporation, dated July 15, 2019 (Incorporated by reference to Exhibit 3.8 of the Registrant’s Quarterly Report on Form 10-Q, filed August 6, 2019).
10.1*						Indenture, dated as of February 9, 2024, by and between Rio Grande LNG, LLC and Wilmington Trust, National Association, as Trustee.
10.2*						Change Orders to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Trains 1 and 2 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of September 14, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.: (i) EC00093, dated as of January 10, 2024; (ii) EC00100, EC00105 and EC00124, each dated as of January 30, 2024, (iii) EC00092, dated as of February 6, 2024; (iv) EC00110, dated as of February 23, 2024; (v) EC00127, dated as of March 21, 2024; and (vi) EC00137, dated as of March 26, 2024
10.3*						Change Orders to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of September 14, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.: (i) EC00094, dated as of January 18, 2024; (ii) EC00101 and EC00125, each dated as of January 30, 2024; and (iii) EC00138, dated as of March 26, 2024
10.4*						Credit Agreement, dated as of January 4, 2024, by and among NextDecade LNG, LLC, as Borrower, MUFG Bank, Ltd., as Administrative Agent, Wilmington Trust, National Association, as Collateral Agent, and the guarantors and senior lenders party thereto.
10.5*						Supplemental Indenture No. 1, dated as of March 4, 2024, to Indenture, dated as of July 12, 2023, by and between Rio Grande LNG, LLC and Wilmington Trust, National Association, as Trustee.
31.1*						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS						Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH*						Inline XBRL Taxonomy Extension Schema Document.
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


	NEXTDECADE CORPORATION

Date: May 13, 2024	By:	/s/ Matthew K. Schatzman
		Matthew K. Schatzman
		Chairman of the Board and Chief Executive Officer
		(Principal Executive Officer)


Date: May 13, 2024	By:	/s/ Brent E. Wahl
		Brent E. Wahl
		Chief Financial Officer
		(Principal Financial Officer)

SEC Form 10-Q/A filed by NextDecade Corporation (Amendment)