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Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2018	Mar. 01, 2019	Jun. 29, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	NextDecade Corp.
Entity Central Index Key	0001612720
Document Type	10-K
Document Period End Date	Dec. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Public Float			$ 137.1
Common Stock Outstanding		109,850,774
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	FY

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Current assets
Cash and cash equivalents	$ 3,169	$ 35,703
Investment securities	72,453	5,063
Prepaid expenses and other current assets	1,310	2,099
Total current assets	76,932	42,865
Property, plant and equipment, net	92,070	73,226
Total assets	169,002	116,091
Current liabilities
Accounts payable	719	726
Share-based compensation liability	3,018	1,815
Accrued liabilities and other current liabilities	8,353	5,856
Total current liabilities	12,090	8,397
Non-current Common Stock Warrant liabilities	7,441
Non-current compensation liabilities		2,015
Non-current share-based compensation liability		2,587
Total liabilities	19,531	12,999
Commitments and contingencies (Note 12)
Stockholders’ equity
Common stock, $0.0001 par value Authorized: 480.0 million shares at December 31, 2018 and December 31, 2017 Issued and outstanding: 106.9 million shares and 106.3 million shares at December 31, 2018 and December 31, 2017, respectively	11	11
Treasury stock: 6,425 shares and zero shares at December 31, 2018 and December 31, 2017, respectively, at cost	(35)
Preferred stock, $0.0001 par value Authorized: 0.9 million, after designation of the Series A and Series B Convertible Preferred Stock Issued and outstanding: none at December 31, 2018 and December 31, 2017
Additional paid-in-capital	180,862	158,738
Accumulated deficit	(97,617)	(55,617)
Accumulated other comprehensive loss		(40)
Total stockholders’ equity	83,221	103,092
Total liabilities, Series A and Series B Convertible Preferred Stock and stockholders’ equity	169,002	116,091
Series A Convertible Preferred stock
Current liabilities
Convertible Preferred Stock	40,091	0
Series B Convertible Preferred stock
Current liabilities
Convertible Preferred Stock	$ 26,159	$ 0

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2018	Dec. 31, 2017
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	480,000,000	480,000,000
Common stock, shares issued	106,900,000	106,300,000
Common stock, shares outstanding	106,900,000	106,300,000
Treasury Stock, shares	6,425	0
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	900,000	900,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series A Convertible Preferred stock
Temporary equity, liquidation preference per share	$ 1,000	$ 1,000
Temporary equity, shares issued	51,720	0
Temporary equity, shares outstanding	51,720	0
Series B Convertible Preferred stock
Temporary equity, liquidation preference per share	$ 1,000	$ 1,000
Temporary equity, shares issued	29,636	0
Temporary equity, shares outstanding	29,636	0

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Operations
Revenues	$ 0	$ 0
Operating Expenses
General and administrative expenses	35,182	34,551
Invitation to Bid Contract Costs	6,563
Land option and lease expenses	1,099	981
Depreciation expense	171	106
Total operating expenses	43,015	35,638
Total operating loss	(43,015)	(35,638)
Other income (expense)
Gain on Common Stock Warrant liabilities	164
Interest income, net	1,019	343
Other	(128)	(31)
Total other income	1,055	312
Net loss attributable to NextDecade Corporation	(41,960)	(35,326)
Preferred stock dividends	(724)
Deemed dividends on Series A Convertible Preferred Stock	(822)
Net loss attributable to common stockholders	$ (43,506)	$ (35,326)
Net loss per common share - basic and diluted	$ (0.41)	$ (0.35)
Weighted average shares outstanding - basic and diluted	106,564	100,926
Comprehensive Loss
Net loss attributable to NextDecade Corporation	$ (41,960)	$ (35,326)
Other comprehensive loss:
Change in fair value of investments		(13)
Comprehensive loss	$ (41,960)	$ (35,339)

Consolidated Statement of Stockholders Equity, , Series A and Series B Convertible Preferred Stock - USD ($) shares in Thousands, $ in Thousands	Series A Convertible Preferred stock	Series B Convertible Preferred stock	Common Stock	Treasury Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Total
Balance at the beginning of the period at Dec. 31, 2016			$ 10		$ 88,406	$ (20,291)	$ (27)	$ 68,098
Balance at the beginning of the period (in shares) at Dec. 31, 2016			95,680
Increase (decrease) in equity
Pre-merger equity issuance					20,100			20,100
Pre-merger equity issuance (in shares)			2,810
Reverse recapitalization			$ 1		26,773			26,774
Reverse recapitalization (in shares)			6,759
Issuance of stock					10,000			10,000
Issuance of stock (in shares)			1,026
Equity issuance costs					(6,295)			(6,295)
Share-based compensation					19,754			19,754
Other comprehensive loss							(13)	(13)
Net loss						(35,326)		(35,326)
Balance at the end of the period at Dec. 31, 2017			$ 11	$ 0	158,738	(55,617)	(40)	103,092
Balance at the end of the period (in shares) at Dec. 31, 2017			106,275	0
Balance at the end of the period at Dec. 31, 2017	$ 0	$ 0
Increase (decrease) in equity
Issuance of stock					4,638			4,638
Issuance of stock (in shares)			414
Share-based compensation					19,032			19,032
Restricted stock vesting			173
Shares repurchased related to share-based compensation				$ (35)				(35)
Shares repurchased related to share-based compensation (in shares)			(6)	(6)
Issuance of preferred stock - temporary equity	38,549	26,159
Preferred stock dividends					(724)			(724)
Deemed dividends - accretion of beneficial conversion feature					(822)			(822)
Preferred stock dividends	720
Deemed dividends - accretion of beneficial conversion feature - temporary equity	822
Net loss						(41,960)		(41,960)
Balance at the end of the period at Dec. 31, 2018			$ 11	$ (35)	$ 180,862	(97,617)	0	$ 83,221
Balance at the end of the period (in shares) at Dec. 31, 2018			106,856	6
Balance at the end of the period at Dec. 31, 2018	$ 40,091	$ 26,159
Increase (decrease) in equity
Adoption of ASU 2016-01						$ (40)	$ 40

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Operating activities:
Net loss attributable to NextDecade Corporation	$ (41,960)	$ (35,326)
Adjustment to reconcile net loss to net cash used in operating activities
Depreciation	171	106
Share-based compensation expense	16,840	22,693
Gain on Common Stock Warrant liabilities	(164)
Loss on investment securities	114
Changes in operating assets and liabilities:
Prepaid expenses	440	(1,003)
Other current assets	349	349
Accounts payable	124	(137)
Accrued expenses and other liabilities	801	488
Net cash used in operating activities	(23,285)	(12,830)
Investing activities:
Acquisition of property, plant and equipment	(18,658)	(14,833)
Issuance of note receivable		(115)
Repayment of note receivable		115
Cash received in reverse recapitalization		26,774
Proceeds from sale of investment securities	17,113
Purchase of investment securities	(84,616)	(79)
Net cash (used in) provided by investing activities	(86,161)	11,862
Financing activities:
Proceeds from equity issuance	79,055	30,100
Equity issuance costs	(2,104)	(5,953)
Shares repurchased related to share-based compensation	(35)
Payment of convertible preferred stock cash dividends	(4)
Net cash provided by financing activities	76,912	24,147
Net (decrease) increase in cash and cash equivalents	(32,534)	23,179
Cash and cash equivalents – beginning of period	35,703	12,524
Cash and cash equivalents – end of period	3,169	35,703
Non-cash investing activities:
Accounts payable for acquisition of property, plant and equipment	367	498
Accrued liabilities for acquisition of property, plant and equipment	4,014	$ 3,317
Non-cash financing activities:
Paid-in-kind dividends on Series A Convertible Preferred Stock	720
Accretion of deemed dividends on Series A Convertible Preferred Stock	$ 822

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2018

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Use of Estimates

The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. Management evaluates its estimates and related assumptions regularly, including those related to the value of property, plant and equipment, income taxes including valuation allowances for net deferred tax assets, share-based compensation and fair value measurements. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

Concentrations of Credit Risk

Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents. We maintain cash balances with a single financial institution, which may at times be in excess of federally insured levels. We have not incurred losses related to these cash and cash equivalent balances to date.

Cash Equivalents

We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Investment Securities

We define investment securities as investments in marketable securities that can be readily converted to cash. We determine the appropriate classification of investment securities at the time of purchase and reevaluate such classification at each balance sheet date. Investment securities are initially recorded at cost and remeasured to fair value, with changes presented in other income in our Consolidated Statements of Operations and Comprehensive Loss.

Property, Plant and Equipment

Generally, we begin to capitalize the costs of our development projects once construction of the individual project is probable. This assessment includes the following criteria:

funding for design and permitting has been identified and is expected in the near-term;

key vendors for development activities have been identified, and we expect to engage them at commercially reasonable terms;

we have committed to commencing development activities;

regulatory approval is probable;

construction financing is expected to be available at the time of a final investment decision (“FID”);

prospective customers have been identified and the FID is probable; and

receipt of customary local tax incentives, as needed for project viability, is probable.

Prior to meeting the criteria above, costs associated with a project are expensed as incurred. Expenditures for normal repairs and maintenance are expensed as incurred.

When assets are retired or disposed, the cost and accumulated depreciation are eliminated from the accounts and any gain or loss is reflected in our Consolidated Statements of Operations.

Property, plant and equipment is carried at historical cost and depreciated using the straight-line method over their estimated useful lives.

Leasehold improvements are depreciated over the lesser of the economic life of the leasehold improvement or the term of the lease, without regard to extension/renewal rights.

Management tests property, plant and equipment for impairment whenever events or changes in circumstances have indicated that the carrying amount of property, plant and equipment might not be recoverable. Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets for purposes of assessing recoverability. Recoverability generally is determined by comparing the carrying value of the asset to the expected undiscounted future cash flows of the asset. If the carrying value of the asset is not recoverable, the amount of impairment loss is measured as the excess, if any, of the carrying value of the asset over its estimated fair value.

Warrants

The Company determines the accounting classification of warrants that are issued, as either liability or equity, by first assessing whether the warrants meet liability classification in accordance with Accounting Standards Codification (“ASC”) 480 Distinguishing Liabilities from Equity (“ASC 480”), and then in accordance with ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock (“ASC 815-40”). Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the issuer to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing a variable number of shares.

If warrants do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash or a variable number of shares are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815-40, in order to conclude equity classification, the Company assesses whether the warrants are indexed to our common stock and whether the warrants are classified as equity under ASC 815-40 or other applicable GAAP. After all relevant assessments are made, the Company concludes whether the warrants are classified as liability or equity. Liability classified warrants are required to be accounted for at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded in the statements of operations as a gain or loss. Equity classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date.

Fair Value of Financial Instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Hierarchy Levels 1, 2 and 3 are terms for the priority of inputs to valuation techniques used to measure fair value. Hierarchy Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Hierarchy Level 2 inputs are inputs other than quoted prices included within Level 1 that are directly or indirectly observable for the asset or liability. Hierarchy Level 3 inputs are inputs that are not observable in the market. In determining fair value, we use observable market data when available, or models that incorporate observable market data. In addition to market information, we incorporate transaction-specific details that, in management’s judgment, market participants would take into account in measuring fair value. We maximize the use of observable inputs and minimize our use of unobservable inputs in arriving at fair value estimates. Recurring fair-value measurements are performed for investment securities as disclosed in Note 5 – Investment Securities and for Common Stock Warrant liabilities as disclosed in Note 8 – Preferred Stock and Common Stock Warrants. The carrying amount of cash and cash equivalents and accounts payable reported on the Consolidated Balance Sheets approximates fair value due to their short-term maturities.

Treasury Stock

Treasury stock is recorded at cost. Issuance of treasury stock is accounted for on a weighted average cost basis. Differences between the cost of treasury stock and the re-issuance proceeds are charged to additional paid-in capital.

Net Loss Per Share

Net loss per share (“EPS”) is computed in accordance with GAAP. Basic EPS excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted EPS reflects potential dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued and were dilutive. The dilutive effect of unvested stock and warrants is calculated using the treasury-stock method and the dilutive effect of convertible securities is calculated using the if-converted method. Basic and diluted EPS for all periods presented are the same since the effect of our potentially dilutive securities are anti-dilutive to our net loss per share, as disclosed in Note 9 – Net Loss Per Share Attributable to Common Stockholders.

Share-based Compensation

We recognize share-based compensation at fair value on the date of grant. The fair value is recognized as expense (net of any capitalization) over the requisite service period. For equity-classified share-based compensation awards (which include grants of stock and restricted stock to employees), compensation cost is recognized based on the grant-date fair value using the quoted market price of our common stock and not subsequently remeasured. The fair value is recognized as expense (net of any capitalization) using the straight-line basis for awards that vest based on service conditions and using the graded-vesting attribution method for awards that vest based on performance conditions. We estimate the service periods for performance awards utilizing a probability assessment based on when we expect to achieve the performance conditions. For liability classified share-based compensation awards (which include grants of stock and restricted stock to non-employees), compensation cost is initially recognized on the grant date using estimated payout levels. Compensation cost is subsequently adjusted quarterly to reflect the updated estimated payout levels based on the changes in our stock price. We account for forfeitures as they occur.

Income Taxes

Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the tax basis of assets and liabilities and their reported amounts in the Consolidated Financial Statements. Deferred tax assets and liabilities are included in the Consolidated Financial Statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the current period’s provision for income taxes. A valuation allowance is recorded to reduce the carrying value of our net deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will expire before realization of the benefit or future deductibility is not probable. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the tax position.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An “emerging growth company” may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer an emerging growth company.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until such time as those standards apply to private companies. The Company has elected to “opt-out” of this exemption and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Additionally, under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company qualifies as a “smaller reporting company” because the value of its common stock held by non-affiliates as of the end of its most recently completed second fiscal quarter was less than $250 million. For as long as the Company remains a smaller reporting company, it may take advantage of certain exemptions from the SEC’s reporting requirements that are otherwise applicable to public companies that are not smaller reporting companies.

Investment Securities

12 Months Ended

Dec. 31, 2018

Investment Securities

Investment Securities

Note 5 — Investment Securities

In 2018, we invested in Class L shares of the JPMorgan Managed Income Fund. The JPMorgan Managed Income Fund has an average maturity of approximately one year, duration of approximately six months, and approximately 7% of such fund’s holdings are AAA-rated with 0% non-investment grade rated. Prior to our investment in the JPMorgan Managed Income Fund, we also maintained cash reserves in the Ultra-Short-Term Bond Fund and the Short-Term Bond Index Fund, which were managed by The Vanguard Group, Inc.

Investment securities are included in Level 1 of the fair value hierarchy and consisted of the following (in thousands):


	December 31,				December 31,
	2018				2017
	Fair value		Cost		Fair value		Cost
JPMorgan Managed Income Fund	$	72,453	$	72,567	$	—	$	—
Ultra-Short-Term Bond Fund		—		—		3,811		3,825
Short-Term Bond Index Fund		—		—		1,252		1,278
Total investment securities	$	72,453	$	72,567	$	5,063	$	5,103

Property, Plant and Equipment

12 Months Ended

Dec. 31, 2018

Property, Plant and Equipment

Property, Plant and Equipment

Note 6 — Property, Plant and Equipment

Property, plant and equipment consisted of the following (in thousands):


	December 31,		December 31,
	2018		2017
Fixed Assets
Computers	$	164	$	69
Furniture, fixtures, and equipment		316		246
Leasehold improvements		420		264
Total fixed assets		900		579
Less: accumulated depreciation		(542)		(371)
Total fixed assets, net		358		208
Project Assets (not placed in service)
Rio Grande		80,407		62,866
Rio Bravo		11,305		10,152
Total project assets		91,712		73,018
Total property, plant and equipment, net	$	92,070	$	73,226

Depreciation expense for the years ended December 31, 2018 and 2017 was $171 thousand and $106 thousand, respectively.

Preferred Stock and Common Stock Warrants

12 Months Ended

Dec. 31, 2018

Preferred Stock and Common Stock Warrants

Preferred Stock and Common Stock Warrants

Note 8 — Preferred Stock and Common Stock Warrants

Preferred Stock

In August 2018, we sold an aggregate of 50,000 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock), at $1,000.00 per share for an aggregate purchase price of $50 million and we issued an additional 1,000 shares of Series A Preferred Stock in aggregate as origination fees to (i) York Capital Management Global Advisors, LLC, severally on behalf of certain funds or accounts managed by it or its affiliates (“York”), (ii) Valinor Management, L.P., severally on behalf of certain funds or accounts for which it is investment manager (“Valinor”), (iii) Bardin Hill Investment Partners LP (formerly known as Halcyon Capital Management LP), severally on behalf of certain funds or accounts managed by it or its affiliates (“Bardin Hill,” and together with York and Valinor, the “Fund Purchasers”) and (iv) HGC NEXT INV LLC (“HGC” and, together with the Fund Purchasers, the “Series A Preferred Stock Purchasers”). Warrants were issued together with the shares of Series A Preferred Stock (the “Series A Warrants”).

In connection with the issuance of Series A Preferred Stock and pursuant to backstop commitment agreements with the Fund Purchasers dated April 11, 2018, as subsequently amended on August 3, 2018 (as amended, the “Backstop Agreements”), we also issued a total of 413,658 shares of Company common stock as fees to the Fund Purchasers. Each Fund Purchaser is a Company stockholder and, pursuant to that certain Agreement and Plan of Merger, dated as of April 17, 2017, by and among the Company, each Fund Purchaser and/or one or more of its affiliates, and the other parties named therein, three individuals, two individuals, and one individual from York, Valinor, and Bardin Hill, respectively, were appointed to the Company’s board of directors.

In September 2018, we sold an aggregate of 29,055 shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock” and, together with the Series A Preferred Stock, the “Convertible Preferred Stock”), at $1,000.00 per share for an aggregate purchase price of $29.055 million and we issued an additional 581 shares of Series B Preferred Stock in aggregate as origination fees to certain funds managed by BlackRock (collectively, the “Series B Preferred Stock Purchasers”). Warrants were issued together with the shares of Series B Preferred Stock (the “Series B Warrants” and, together with the Series A Warrants, the “Common Stock Warrants”).

The Company has the option to convert all, but not less than all, of the Preferred Stock into shares of Company common stock at a strike price of $7.50 per share of Company common stock (the “Conversion Price”) on any date on which the volume weighted average trading price of shares of Company common stock for each trading day during any 60 of the prior 90 trading days is equal to or greater than 175% of the Conversion Price, in each case subject to certain terms and conditions. Furthermore, the Company must convert all of the Preferred Stock into shares of Company common stock at the Conversion Price on the earlier of (i) ten (10) business days following a FID Event (as defined in the certificates of designations of the Preferred Stock) and (ii) the date that is the tenth (10th) anniversary of the closings of the issuances of the Preferred Stock, as applicable.

The shares of Convertible Preferred Stock bear dividends at a rate of 12% per annum, which are cumulative and accrue daily from the date of issuance on the $1,000 stated value. Such dividends are payable quarterly and may be paid in cash or in-kind. During 2018, the Company paid-in-kind $0.7 million of dividends to holders of the Series A Preferred Stock. On January 9, 2019, the Company declared dividends to holders of the Convertible Preferred Stock as of the close of business on December 15, 2018. On January 15, 2019, the Company paid-in-kind $2.5 million of dividends to holders of the Convertible Preferred Stock.

The holders of Convertible Preferred Stock vote on an “as-converted” basis with the holders of the Company common stock on all matters brought before the holders of Company common stock. In addition, the holders of Convertible Preferred Stock have separate class voting rights with respect to certain matters affecting their rights.

The Convertible Preferred Stock do not qualify as liability instruments under ASC 480, because they are not mandatorily redeemable. However, as SEC Regulation S-X, Rule 5-02-27 does not permit a probability assessment for a change of control provision, the Convertible Preferred Stock must be presented as mezzanine equity between liabilities and stockholders’ equity in our Consolidated Balance Sheets because a change of control event, although not considered probable, could force the Company to redeem the Convertible Preferred Stock for cash or assets of the Company. At each balance sheet date, we must re-evaluate whether the Convertible Preferred Stock continue to qualify for equity classification.

Common Stock Warrants

The Series A Warrants issued to HGC represent the right to acquire in the aggregate 50 basis points (0.50%) of the fully diluted shares of all outstanding shares of Company common stock on the exercise date with a strike price of $0.01 per share. The Series A Warrants issued to each of the Fund Purchasers represent the right to acquire approximately 21 basis points (0.21%) in the aggregate of the fully diluted shares of all outstanding shares of Company common stock on the exercise date with a strike price of $0.01 per share. The Series B Warrants issued to the Series B Preferred Stock Purchasers represent the right to acquire in the aggregate 42 basis points (0.42%) of the fully diluted shares of all outstanding shares of Company common stock on the exercise date with a strike price of $0.01 per share.

The Common Stock Warrants have a fixed three-year term commencing on the closings of the issuances of the associated Convertible Preferred Stock. The Common Stock Warrants may only be exercised by the holders thereof at the expiration of such three-year term; however, the Company can force exercise of the Common Stock Warrants prior to expiration of such term if the volume weighted average trading price of shares of Company common stock for each trading day during any 60 of the prior 90 trading days is equal to or greater than 175% of the Conversion Price and, in the case of the Series B Warrants, also if the Company simultaneously elects to force a mandatory exercise of all other warrants then-outstanding and unexercised and held by any holder of parity stock (as defined in the Certificate of Designations of Series B Convertible Preferred Stock). Pursuant to ASC 815-40, the fair value of the Common Stock Warrants was recorded as a non-current liability on our Consolidated Balance Sheet on the issuance dates. The Company revalued the Common Stock Warrants as of December 31, 2018 and recognized a gain of approximately $164 thousand. The Common Stock Warrants are included in Level 3 of the fair value hierarchy.

The assumptions used in the Monte Carlo simulation to estimate the fair value of the Common Stock Warrants as of December 31, 2018 are as follows:


Stock price	$	5.40
Exercise price	$	0.01
Risk-free rate		2.5	%
Volatility		33.1	%
Term (years)		2.7

Initial Fair Value Allocation

Net cash proceeds were allocated on a fair value basis to the Series A Warrants and the Series B Warrants and on a relative fair value basis to the Company common stock, the Series A Preferred Stock and the Series B Preferred Stock. As described below, $2.5 million of the $41.1 million allocated to the Series A Preferred Stock was allocated to additional paid-in capital to give effect to the intrinsic value of a beneficial conversion feature (“BCF”).

The allocation of net cash proceeds is as follows (in thousands):


			Allocation of Proceeds
											Additional Paid-in Capital
							Series A		Series B				Beneficial
			Series A		Series B		Convertible		Convertible		Common		Conversion
			Warrants		Warrants		Preferred		Preferred		Stock		Feature
Gross proceeds	$	79,055
Equity issuance costs		(2,104)
Net proceeds - Initial Fair Value Allocation	$	76,951	$	4,859	$	2,746	$	41,079	$	26,159	$	2,108	$	—
Allocation to BCF				—		—		(2,530)		—		—		2,530
Per balance sheet upon issuance			$	4,859	$	2,746	$	38,549	$	26,159	$	2,108	$	2,530

Beneficial Conversion Feature

ASC 470-20-20 – Debt – Debt with conversion and Other Options (“ASC 470-20”) defines a 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. The intrinsic value of the BCF is calculated at the issuance date as the difference between the “accounting conversion price” and the market price of shares of Company common stock multiplied by the number of shares of Company common stock into which the Series A Preferred Stock is convertible. The accounting conversion prices of $5.58 per share and $6.24 per share for the Fund Purchasers and HGC, respectively, is different than the contractual conversion price of $7.50 per share. The “accounting conversion price” is derived by dividing the proceeds allocated to the Series A Preferred Stock by the number of shares of Company common stock into which the Series A Preferred Stock is convertible. We are recording the accretion of the $2.5 million Series A Preferred Stock discount attributable to the BCF as a deemed dividend using the effective yield method over the period prior to the expected conversion date.

Net Loss Per Share

12 Months Ended

Dec. 31, 2018

Net Loss Per Share

Net Loss Per Share

Note 9 — Net Loss Per Share Attributable to Common Stockholders

The following table (in thousands, except for loss per share) reconciles basic and diluted weighted average common shares outstanding for the years ended December 31, 2018 and 2017:


	Year ended
	December 31,
	2018		2017
Weighted average common shares outstanding:
Basic		106,564		100,926
Dilutive unvested stock, convertible preferred stock, Common Stock Warrants and IPO Warrants		—		—
Diluted		106,564		100,926

Basic and diluted net loss per share attributable to common stockholders	$	(0.41)	$	(0.35)

Potentially dilutive securities that were not included in the diluted net loss per share computations because their effect would have been anti-dilutive were as follows (in thousands):


	Year ended
	December 31,
	2018		2017
Unvested stock (1)		498		258
Convertible preferred stock		3,552		—
Common Stock Warrants		454		—
IPO Warrants(2)		12,082		12,082
Total potentially dilutive common shares		16,586		12,340

⁽¹⁾

Does not include 10.8 million shares and 25.7 million shares of unvested stock for the year ended December 31, 2018 and 2017 because the performance conditions had not yet been satisfied as of December 31, 2018 and 2017, respectively.

⁽²⁾

The IPO Warrants are exercisable at a price of $11.50 per share and expire July 24, 2022. The Company may redeem the Warrants at a price of $0.01 per IPO Warrant upon 30 days’ notice only if the last sale price of our common stock is at least $17.50 per share for any 20 trading days within a 30-trading day period. If the Company redeems the IPO Warrants in this manner, the Company will have the option to do so on a cashless basis with the issuance of an economically equivalent number of shares of Company common stock.

Share-based Compensation

12 Months Ended

Dec. 31, 2018

Share-based Compensation.

Share-based Compensation

Note 10 — Share-based Compensation

We have granted shares of Company common stock and restricted stock to employees, consultants and a non-employee director under our 2017 Omnibus Incentive Plan (the “2017 Plan”) and in connection with the special meeting of stockholders on July 24, 2017.

Total share-based compensation consisted of the following (in thousands):


	Year ended
	December 31,
	2018		2017
Share-based compensation:
Equity awards	$	19,032	$	19,754
Liability awards		(2,400)		4,402
Total share-based compensation		16,632		24,156
Capitalized share-based compensation		208		(1,463)
Total share-based compensation expense	$	16,840	$	22,693

Certain employee contracts provided for cash bonuses upon a positive FID in the Project (the “FID Bonus”). In January 2018, the nominating, corporate governance and compensation committee of the board of directors approved, and certain employees party to such contracts accepted, an amendment to such contracts whereby the FID Bonuses would be settled in shares of Company common stock equal to 110% of the FID Bonus. The associated liability for FID Bonuses to be settled in shares of Company common stock of $0.4 million and $1.0 million is included in share-based compensation liability and non-current compensation liabilities in our Consolidated Balance Sheets at December 31, 2018 and 2017 respectively.

The total unrecognized compensation costs at December 31, 2018 relating to equity-classified awards and liability-classified awards were $23.3 million and $1.1 million, respectively, which are expected to be recognized over a weighted average period of 0.8 years.

Restricted stock awards are awards of Company common stock that are subject to restrictions on transfer and to a risk of forfeiture if the recipient’s employment with the Company is terminated prior to the lapse of the restrictions. Restricted stock awards vest based on service conditions and/or performance conditions. The amortization of the value of restricted stock grants is accounted for as a charge to compensation expense, or capitalized, depending on the nature of the services provided by the employee, with a corresponding increase to additional-paid-in-capital over the requisite service period.

Grants of restricted stock to employees and non-employee directors that vest based on service and/or performance conditions are measured at the closing quoted market price of our common stock on the grant date. For restricted stock awards granted to non-employees that vest based on service and/or performance conditions, we record compensation cost equal to the fair value of the award at the measurement date, which is determined to be the earlier of the performance commitment date or the service completion date. In addition, compensation cost for unvested restricted stock awards to non-employees is adjusted quarterly for any changes in our stock price.

The table below provides a summary of our restricted stock outstanding as of December 31, 2018 and changes during the year ended December 31, 2018 (in thousands, except for per share information):


	Shares		Weighted Average Grant Date Fair Value Per Share
Non-vested at January 1, 2018		9,104	$	10.15
Granted		1,868		7.29
Vested		(173)		7.76
Forfeited		(3,668)		10.17
Non-vested at December 31, 2018		7,131	$	9.44

Income Taxes

12 Months Ended

Dec. 31, 2018

Income Taxes

Income Taxes

Note 11 — Income Taxes

As discussed in Note 1 – Background and Basis of Presentation, the Merger was accounted for as a reverse acquisition and recapitalization, with NextDecade LLC being treated as the accounting acquirer. As such, the historical Consolidated Financial Statements prior to July 24, 2017, relate to NextDecade LLC and its subsidiaries.

We are a C-Corporation and subject to income taxes in the U.S. NextDecade LLC is a limited liability company that was not subject to income taxes during the years ended December 31, 2018 and 2017, since it was a pass-through entity for tax purposes. As such, the income tax provision for the year ended December 31, 2017 represents the period from July 25, 2017 through December 31, 2017.

Due to our cumulative loss position, we have established a full valuation allowance against our deferred tax assets at December 31, 2018 and 2017. Due to NextDecade LLC’s previous pass-through status and our full valuation allowance, we have not recorded a provision for federal or state income taxes during the years ended December 31, 2018 or 2017.

The reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows:


	Year Ended
	December 31,
	2018		2017
U.S. federal statutory rate, beginning of year	21	%	35	%
NextDecade LLC pre-merger net loss	—		(5)
Officers' compensation	(5)		(12)
U.S. tax reform rate change	—		(7)
Other	(1)		—
Valuation allowance	(15)		(11)
Effective tax rate as reported	—	%	—	%

Significant components of our deferred tax assets and liabilities at December 31, 2018 and 2017 are as follows (in thousands):


	Year Ended
	December 31,
	2018		2017
Deferred tax assets
Net operating loss carryforwards and credits	$	5,302	$	1,694
Share-based compensation expense		3,548		2,203
Property, plant and equipment		1,399		3
Other		51		11
Less: valuation allowance		(10,300)		(3,911)
Total deferred tax assets		—		—

Deferred tax liabilities
Total deferred tax liabilities		—		—

Net deferred tax assets (liabilities)	$	—	$	—

The federal deferred tax assets presented above do not include the state tax benefits as our net deferred state tax assets are offset with a full valuation allowance.

At December 31, 2018, we had federal net operating loss (“NOL”) carryforwards of approximately $25.2 million. Approximately $7.8 million of these NOL carryforwards will expire between 2034 and 2037.

Due to our history of NOLs, current year NOLs and significant risk factors related to our ability to generate taxable income, we have established a valuation allowance to offset our deferred tax assets as of December 31, 2018 and 2017. We will continue to evaluate our ability to release the valuation allowance in the future. Deferred tax assets and deferred tax liabilities are classified as non-current in our Consolidated Balance Sheets.

The Tax Reform Act of 1986 (as amended) contains provisions that limit the utilization of NOL and tax credit carryforwards if there has been a change in ownership as described in Section 382 of the Internal Revenue Code (“Section 382”). Due to the Company’s initial public offering in 2015 and the Merger in 2017, substantial changes in the Company's ownership have occurred that may limit or reduce the amount of NOL carryforwards that the Company could utilize in the future to offset taxable income. The Company has not completed a detailed Section 382 study at this time to determine what impact, if any, that ownership changes may have had on its NOL carryforwards. In each period since its inception, the Company has recorded a valuation allowance for the full amount of its deferred tax assets, as the realization of the deferred tax asset is uncertain. As a result, the Company has not recognized any federal or state income tax benefit in its Consolidated Statement of Operations and Comprehensive Loss.

We remain subject to periodic audits and reviews by taxing authorities; however, we do not expect these audits will have a material effect on our tax provision. The federal tax returns for the years beginning 2014 remain open for examination.

Recent Accounting Pronouncements

12 Months Ended

Dec. 31, 2018

Recent Accounting Pronouncements

Recent Accounting Pronouncements

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 December 31, 2018:


Standard	Description	Expected Date of Adoption	Effect on our Consolidated Financial Statements or Other Significant Matters
Accounting Standards Update ("ASU") 2016‑02, Leases (Topic 842)	This standard requires a lessee to recognize leases on its balance sheet by recording a lease liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This standard may be early adopted, and must be adopted using a modified retrospective approach with certain available practical expedients.	January 1, 2019	We will adopt the accounting standard using a prospective transition approach, which applies the provisions of the new guidance at the effective date without adjusting the comparative periods presented. We have elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows us to carry forward the historical accounting relating to lease identification and classification for existing leases upon adoption. We have also elected the optional practical expedient permitted under the transition guidance within the new standard related to land easements that allows us to carry forward our historical accounting treatment for land easements on existing agreements upon adoption. We have made an accounting policy election to keep leases with an initial term of 12 months or less off of our Consolidated Balance Sheet. We are finalizing our evaluation of the impacts that the adoption of this accounting guidance will have on the Consolidated Financial Statements, and estimate approximately $1.6 million and $1.9 million of right-of-use assets and liabilities, respectively, will be recognized in our Consolidated Balance Sheet upon adoption. The adoption of this standard will not have a material impact to our results of operations or cash flows.
ASU 2018-07, Compensation-Stock Compensation (Topic 718)	This standard simplifies aspects of share-based compensation issued to non-employees by making the guidance consistent with accounting for employee share-based compensation. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor's own operations by issuing share-based payment awards. This standard may be early adopted, and must be adopted using a modified retrospective approach.	January 1, 2019	Upon adoption of this standard, we expect to reclassify approximately $2.0 million from Share-based compensation liability to Additional paid-in-capital in our Consolidated Balance Sheets as of December 31, 2018. The fair value of share based compensation awards to non-employees will not be remeasured subsequent to December 31, 2018. The adoption of this standard will not have any impact to our results of operations or cash flows.
ASU 2018-15, Intangibles, Goodwill and Other Internal Use Software (Subtopic 350-40)	The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this update. Accordingly, the amendments in this update require an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. These amendments may be early adopted and are required to be applied retrospectively or prospectively to all implementation costs incurred after the date of adoption.	January 1, 2020	We are currently evaluating the effect of this standard on our Consolidated Financial Statements.

Additionally, the following table provides a brief description of recent accounting standards that were adopted by the Company during the reporting period:


Standard	Description	Date of Adoption	Effect on our Consolidated Financial Statements or Other Significant Matters
ASU 2014‑09, Revenue from Contracts with Customers (Topic 606), and subsequent amendments thereto	This standard amends existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard may be early adopted beginning January 1, 2017. We elected to adopt this standard using a full retrospective approach.	January 1, 2018	The adoption of this new standard did not affect the amounts shown in our Consolidated Financial Statements or related disclosures as the Company has no revenues.
ASU 2017‑04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment	This standard simplifies the measurement of goodwill impairment by eliminating the requirement for an entity to perform a hypothetical purchase price allocation. An entity will instead measure the impairment as the difference between the carrying amount and the fair value of the reporting unit. This standard may be early adopted beginning January 1, 2017 and must be adopted prospectively.	January 1, 2018	The adoption of this standard did not have an impact on our Consolidated Financial Statements or related disclosures.
ASU 2016‑16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory	This standard requires the immediate recognition of the tax consequences of intercompany asset transfers other than inventory. This standard may be early adopted, but only at the beginning of an annual period, and must be adopted using a modified retrospective approach.	January 1, 2018	The adoption of this standard did not have an impact on our Consolidated Financial Statements or related disclosures.
ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities	This standard principally affects accounting standards for equity investments, financial liabilities where the fair value option has been elected, and the presentation and disclosure requirements for financial instruments. Upon the effective date of the new standards, all equity investments in unconsolidated entities, other than those accounted for using the equity method of accounting, will generally be measured at fair value through earnings. There will no longer be an available-for-sale classification and therefore, no changes in fair value will be reported in other comprehensive income (loss) for equity securities with readily determinable fair values.	January 1, 2018	Upon the adoption of this standard, we made a cumulative effect adjustment of $40 thousand to accumulated deficit for unrealized losses on our available-for-sale investment securities.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2018

Summary of Significant Accounting Policies

Use of Estimates

Concentrations of Credit Risk

Cash Equivalents

We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Investment Securities

Property, Plant and Equipment

Generally, we begin to capitalize the costs of our development projects once construction of the individual project is probable. This assessment includes the following criteria:

funding for design and permitting has been identified and is expected in the near-term;

key vendors for development activities have been identified, and we expect to engage them at commercially reasonable terms;

we have committed to commencing development activities;

regulatory approval is probable;

construction financing is expected to be available at the time of a final investment decision (“FID”);

prospective customers have been identified and the FID is probable; and

receipt of customary local tax incentives, as needed for project viability, is probable.

Prior to meeting the criteria above, costs associated with a project are expensed as incurred. Expenditures for normal repairs and maintenance are expensed as incurred.

When assets are retired or disposed, the cost and accumulated depreciation are eliminated from the accounts and any gain or loss is reflected in our Consolidated Statements of Operations.

Property, plant and equipment is carried at historical cost and depreciated using the straight-line method over their estimated useful lives.

Leasehold improvements are depreciated over the lesser of the economic life of the leasehold improvement or the term of the lease, without regard to extension/renewal rights.

Warrants

Fair Value of Financial Instruments

Treasury Stock

Net Loss Per Share

Share-based Compensation

Income Taxes

Emerging Growth Company

Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2018

Property, Plant and Equipment

Schedule of property, plant and equipment

Property, plant and equipment consisted of the following (in thousands):


	December 31,		December 31,
	2018		2017
Fixed Assets
Computers	$	164	$	69
Furniture, fixtures, and equipment		316		246
Leasehold improvements		420		264
Total fixed assets		900		579
Less: accumulated depreciation		(542)		(371)
Total fixed assets, net		358		208
Project Assets (not placed in service)
Rio Grande		80,407		62,866
Rio Bravo		11,305		10,152
Total project assets		91,712		73,018
Total property, plant and equipment, net	$	92,070	$	73,226

Preferred Stock and Common Stock Warrants (Tables)

12 Months Ended

Dec. 31, 2018

Preferred Stock and Common Stock Warrants

Summary of assumptions used to estimate fair value


Stock price	$	5.40
Exercise price	$	0.01
Risk-free rate		2.5	%
Volatility		33.1	%
Term (years)		2.7

Schedule of allocation of net cash proceeds

The allocation of net cash proceeds is as follows (in thousands):


			Allocation of Proceeds
											Additional Paid-in Capital
							Series A		Series B				Beneficial
			Series A		Series B		Convertible		Convertible		Common		Conversion
			Warrants		Warrants		Preferred		Preferred		Stock		Feature
Gross proceeds	$	79,055
Equity issuance costs		(2,104)
Net proceeds - Initial Fair Value Allocation	$	76,951	$	4,859	$	2,746	$	41,079	$	26,159	$	2,108	$	—
Allocation to BCF				—		—		(2,530)		—		—		2,530
Per balance sheet upon issuance			$	4,859	$	2,746	$	38,549	$	26,159	$	2,108	$	2,530

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2018

Net Loss Per Share

Schedule of basic and diluted weighted average common shares outstanding

The following table (in thousands, except for loss per share) reconciles basic and diluted weighted average common shares outstanding for the years ended December 31, 2018 and 2017:


	Year ended
	December 31,
	2018		2017
Weighted average common shares outstanding:
Basic		106,564		100,926
Dilutive unvested stock, convertible preferred stock, Common Stock Warrants and IPO Warrants		—		—
Diluted		106,564		100,926

Basic and diluted net loss per share attributable to common stockholders	$	(0.41)	$	(0.35)

Schedule of antidilutive securities excluded from computation of earnings per share

Potentially dilutive securities that were not included in the diluted net loss per share computations because their effect would have been anti-dilutive were as follows (in thousands):


	Year ended
	December 31,
	2018		2017
Unvested stock (1)		498		258
Convertible preferred stock		3,552		—
Common Stock Warrants		454		—
IPO Warrants(2)		12,082		12,082
Total potentially dilutive common shares		16,586		12,340

⁽¹⁾

⁽²⁾

Share-based Compensation (Tables)

12 Months Ended

Dec. 31, 2018

Share-based Compensation.

Schedule of share-based compensation

Total share-based compensation consisted of the following (in thousands):


	Year ended
	December 31,
	2018		2017
Share-based compensation:
Equity awards	$	19,032	$	19,754
Liability awards		(2,400)		4,402
Total share-based compensation		16,632		24,156
Capitalized share-based compensation		208		(1,463)
Total share-based compensation expense	$	16,840	$	22,693

Summary of changes in restricted stock outstanding

The table below provides a summary of our restricted stock outstanding as of December 31, 2018 and changes during the year ended December 31, 2018 (in thousands, except for per share information):


	Shares		Weighted Average Grant Date Fair Value Per Share
Non-vested at January 1, 2018		9,104	$	10.15
Granted		1,868		7.29
Vested		(173)		7.76
Forfeited		(3,668)		10.17
Non-vested at December 31, 2018		7,131	$	9.44

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2018

Income Taxes

Schedule of effective income tax rate reconciliation

The reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows:


	Year Ended
	December 31,
	2018		2017
U.S. federal statutory rate, beginning of year	21	%	35	%
NextDecade LLC pre-merger net loss	—		(5)
Officers' compensation	(5)		(12)
U.S. tax reform rate change	—		(7)
Other	(1)		—
Valuation allowance	(15)		(11)
Effective tax rate as reported	—	%	—	%

Schedule of components of deferred tax assets and liabilities

Significant components of our deferred tax assets and liabilities at December 31, 2018 and 2017 are as follows (in thousands):


	Year Ended
	December 31,
	2018		2017
Deferred tax assets
Net operating loss carryforwards and credits	$	5,302	$	1,694
Share-based compensation expense		3,548		2,203
Property, plant and equipment		1,399		3
Other		51		11
Less: valuation allowance		(10,300)		(3,911)
Total deferred tax assets		—		—

Deferred tax liabilities
Total deferred tax liabilities		—		—

Net deferred tax assets (liabilities)	$	—	$	—

Recent Accounting Pronouncements (Tables)

12 Months Ended

Dec. 31, 2018

Recent Accounting Pronouncements

Schedule of recent accounting standards that have not been adopted


Standard	Description	Expected Date of Adoption	Effect on our Consolidated Financial Statements or Other Significant Matters
Accounting Standards Update ("ASU") 2016‑02, Leases (Topic 842)	This standard requires a lessee to recognize leases on its balance sheet by recording a lease liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This standard may be early adopted, and must be adopted using a modified retrospective approach with certain available practical expedients.	January 1, 2019	We will adopt the accounting standard using a prospective transition approach, which applies the provisions of the new guidance at the effective date without adjusting the comparative periods presented. We have elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows us to carry forward the historical accounting relating to lease identification and classification for existing leases upon adoption. We have also elected the optional practical expedient permitted under the transition guidance within the new standard related to land easements that allows us to carry forward our historical accounting treatment for land easements on existing agreements upon adoption. We have made an accounting policy election to keep leases with an initial term of 12 months or less off of our Consolidated Balance Sheet. We are finalizing our evaluation of the impacts that the adoption of this accounting guidance will have on the Consolidated Financial Statements, and estimate approximately $1.6 million and $1.9 million of right-of-use assets and liabilities, respectively, will be recognized in our Consolidated Balance Sheet upon adoption. The adoption of this standard will not have a material impact to our results of operations or cash flows.
ASU 2018-07, Compensation-Stock Compensation (Topic 718)	This standard simplifies aspects of share-based compensation issued to non-employees by making the guidance consistent with accounting for employee share-based compensation. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor's own operations by issuing share-based payment awards. This standard may be early adopted, and must be adopted using a modified retrospective approach.	January 1, 2019	Upon adoption of this standard, we expect to reclassify approximately $2.0 million from Share-based compensation liability to Additional paid-in-capital in our Consolidated Balance Sheets as of December 31, 2018. The fair value of share based compensation awards to non-employees will not be remeasured subsequent to December 31, 2018. The adoption of this standard will not have any impact to our results of operations or cash flows.
ASU 2018-15, Intangibles, Goodwill and Other Internal Use Software (Subtopic 350-40)	The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this update. Accordingly, the amendments in this update require an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. These amendments may be early adopted and are required to be applied retrospectively or prospectively to all implementation costs incurred after the date of adoption.	January 1, 2020	We are currently evaluating the effect of this standard on our Consolidated Financial Statements.

Schedule of recent accounting standards that were adopted


Standard	Description	Date of Adoption	Effect on our Consolidated Financial Statements or Other Significant Matters
ASU 2014‑09, Revenue from Contracts with Customers (Topic 606), and subsequent amendments thereto	This standard amends existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard may be early adopted beginning January 1, 2017. We elected to adopt this standard using a full retrospective approach.	January 1, 2018	The adoption of this new standard did not affect the amounts shown in our Consolidated Financial Statements or related disclosures as the Company has no revenues.
ASU 2017‑04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment	This standard simplifies the measurement of goodwill impairment by eliminating the requirement for an entity to perform a hypothetical purchase price allocation. An entity will instead measure the impairment as the difference between the carrying amount and the fair value of the reporting unit. This standard may be early adopted beginning January 1, 2017 and must be adopted prospectively.	January 1, 2018	The adoption of this standard did not have an impact on our Consolidated Financial Statements or related disclosures.
ASU 2016‑16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory	This standard requires the immediate recognition of the tax consequences of intercompany asset transfers other than inventory. This standard may be early adopted, but only at the beginning of an annual period, and must be adopted using a modified retrospective approach.	January 1, 2018	The adoption of this standard did not have an impact on our Consolidated Financial Statements or related disclosures.
ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities	This standard principally affects accounting standards for equity investments, financial liabilities where the fair value option has been elected, and the presentation and disclosure requirements for financial instruments. Upon the effective date of the new standards, all equity investments in unconsolidated entities, other than those accounted for using the equity method of accounting, will generally be measured at fair value through earnings. There will no longer be an available-for-sale classification and therefore, no changes in fair value will be reported in other comprehensive income (loss) for equity securities with readily determinable fair values.	January 1, 2018	Upon the adoption of this standard, we made a cumulative effect adjustment of $40 thousand to accumulated deficit for unrealized losses on our available-for-sale investment securities.

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Prepaid Expenses and Other Current Assets
Rio Grande LNG site option	$ 508	$ 1,080
Short-term security deposits	18	364
Galveston Bay leases		100
Rio Bravo Pipeline options	54	111
Prepaid insurance	233	208
Prepaid marketing and sponsorships	242	55
Other	255	181
Total prepaid expenses and other current assets	1,310	2,099
Lease option expense relating to Rio Grande LNG site option	$ 572	$ 584

Property, Plant and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Property, Plant and Equipment
Total property, plant and equipment, net	$ 92,070	$ 73,226
Depreciation expense	171	106
Non project assets
Property, Plant and Equipment
Property, plant and equipment, gross	900	579
Less: accumulated depreciation	(542)	(371)
Total property, plant and equipment, net	358	208
Computers
Property, Plant and Equipment
Property, plant and equipment, gross	164	69
Furniture, fixtures, and equipment
Property, Plant and Equipment
Property, plant and equipment, gross	316	246
Leasehold improvements
Property, Plant and Equipment
Property, plant and equipment, gross	420	264
Project assets
Property, Plant and Equipment
Project assets in progress	91,712	73,018
Rio Grande
Property, Plant and Equipment
Project assets in progress	80,407	62,866
Rio Bravo
Property, Plant and Equipment
Project assets in progress	$ 11,305	$ 10,152

Preferred Stock and Common Stock Warrants - Preferred Stock (Details)		1 Months Ended		12 Months Ended
	Jan. 15, 2019 USD ($)	Sep. 30, 2018 USD ($) $ / shares shares	Aug. 31, 2018 USD ($) $ / shares shares	Dec. 31, 2018 USD ($) $ / shares shares	Dec. 31, 2017 shares
York
Stockholders’ Equity
Number of directors appointed to Board			3
Valinor
Stockholders’ Equity
Number of directors appointed to Board			2
Bardin Hill
Stockholders’ Equity
Number of directors appointed to Board			1
Common Stock
Stockholders’ Equity
Issuance of stock (in shares) \| shares				414,000	1,026,000
Common Stock \| Backstop Agreements
Stockholders’ Equity
Issuance of stock (in shares) \| shares			413,658
Convertible Preferred Stock
Stockholders’ Equity
Temporary equity, issued value per share				1,000
Conversion Price				$ 7.50
Number of trading days for conversion				60 days
Number of consecutive trading days for conversion				90 days
Minimum percentage of conversion price				175.00%
Number of business days following FID event				10 days
Dividends, temporary equity percentage				12.00%
Paid-in-kind dividends \| $	$ 2,500,000			$ 700,000
Series A Convertible Preferred stock
Stockholders’ Equity
Number of shares issued \| shares			50,000
Convertible preferred stock, par value			$ 0.0001
Temporary equity, issued value per share			1,000.00
Aggregate purchase price \| $			$ 50,000,000	38,549,000
Additional shares issued as origination fees \| $			$ 1,000
Series B Convertible Preferred stock
Stockholders’ Equity
Number of shares issued \| shares		29,055
Convertible preferred stock, par value		$ 0.0001
Temporary equity, issued value per share		1,000.00
Aggregate purchase price \| $		$ 29,055,000		$ 26,159,000
Additional shares issued as origination fees \| $		$ 581

Preferred Stock and Common Stock Warrants - Allocation of net cash proceeds (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Allocation of net cash proceeds
Gross proceeds	$ 79,055	$ 30,100
Equity issuance costs	(2,104)
Net proceeds - Initial Fair Value Allocation	76,951
BCF \| Additional Paid-in Capital
Allocation of net cash proceeds
Allocation to BCF	2,530
Per balance sheet upon issuance	2,530
Series A Convertible Preferred stock
Allocation of net cash proceeds
Net proceeds - Initial Fair Value Allocation	41,079
Allocation to BCF	(2,530)
Per balance sheet upon issuance	$ 38,549
Contractual conversion price	$ 7.50
Series A Convertible Preferred stock \| HGC
Allocation of net cash proceeds
Accounting conversion price	6.24
Series A Convertible Preferred stock \| Fund Purchaser
Allocation of net cash proceeds
Accounting conversion price	$ 5.58
Series A Convertible Preferred stock \| BCF
Allocation of net cash proceeds
Accretion of stock discount as a deemed dividend	$ 2,500
Series B Convertible Preferred stock
Allocation of net cash proceeds
Net proceeds - Initial Fair Value Allocation	26,159
Per balance sheet upon issuance	26,159
Common Stock \| Additional Paid-in Capital
Allocation of net cash proceeds
Net proceeds - Initial Fair Value Allocation	2,108
Per balance sheet upon issuance	2,108
Series A Warrants
Allocation of net cash proceeds
Net proceeds - Initial Fair Value Allocation	4,859
Per balance sheet upon issuance	4,859
Series B Warrants
Allocation of net cash proceeds
Net proceeds - Initial Fair Value Allocation	2,746
Per balance sheet upon issuance	$ 2,746

Net Loss Per Share - Anti-Dilutive Securities (Details) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Antidilutive Securities Excluded from Computation of Earnings Per Share
Anti-dilutive stock options not considered in computing diluted earnings per common share	16,586	12,340
Unvested Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share
Anti-dilutive stock options not considered in computing diluted earnings per common share	498	258
Shares excluded as performance conditions not yet satisfied	10,800	25,700
Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share
Anti-dilutive stock options not considered in computing diluted earnings per common share	3,552
Common Stock Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share
Anti-dilutive stock options not considered in computing diluted earnings per common share	454
IPO Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share
Anti-dilutive stock options not considered in computing diluted earnings per common share	12,082	12,082
Exercise price (per share)	$ 11.50
Redemption price (per share)	$ 0.01
Number of days of prior notice require to redeem	30 days
Sale price of stock (per share)	$ 17.50
Number of trading days considered for share price	20 days
Total number of trading days considered	30 days

Share-based Compensation - Compensation (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Jan. 31, 2018	Dec. 31, 2018	Dec. 31, 2017
Summary of changes in restricted stock outstanding
Total share-based compensation expense		$ 16,632	$ 24,156
Capitalized share-based compensation		208	(1,463)
Total share-based compensation expense		16,840	22,693
Share-based compensation liability		3,018	1,815
Non-current share-based compensation liability			2,587
Equity awards
Summary of changes in restricted stock outstanding
Total share-based compensation expense		19,032	19,754
Liability awards
Summary of changes in restricted stock outstanding
Total share-based compensation expense		(2,400)	4,402
FID Bonus
Summary of changes in restricted stock outstanding
Percentage of FID bonus to be settled in shares of common stock	110.00%
Share-based compensation liability		$ 400
Non-current share-based compensation liability			$ 1,000

Share-based Compensation - Summary of Restricted Stock Outstanding (Details) - Restricted stock shares in Thousands	12 Months Ended
	Dec. 31, 2018 $ / shares shares
Shares
Non-vested at beginning of the year (in shares) \| shares	9,104
Granted (in shares) \| shares	1,868
Vested (in shares) \| shares	(173)
Forfeited \| shares	3,668
Non-vested at end of the year (in shares) \| shares	7,131
Weighted Average Grant Date Fair Value Per Share
Non-vested at beginning of the year (in dollars per share) \| $ / shares	$ 10.15
Granted (in dollars per share) \| $ / shares	7.29
Vested (in dollars per share) \| $ / shares	7.76
Forfeited (in dollars per share) \| $ / shares	10.17
Non-vested at end of the year (in dollars per share) \| $ / shares	$ 9.44

Income Taxes - Effective Income Tax Rate (Details)	12 Months Ended
Income Taxes - Effective Income Tax Rate (Details)	Dec. 31, 2018	Dec. 31, 2017
Reconciliation of the federal statutory income tax rate
U.S. federal statutory rate, beginning of year	21.00%	35.00%
NextDecade LLC pre-merger net loss		(5.00%)
Officers' compensation	(5.00%)	(12.00%)
U.S. tax reform rate change		(7.00%)
Other	(1.00%)
Valuation allowance	(15.00%)	(11.00%)
Effective tax rate as reported	0.00%	0.00%

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Deferred tax assets
Net operating loss carryforwards and credits	$ 5,302	$ 1,694
Share-based compensation expense	3,548	2,203
Property, plant and equipment	1,399	3
Other	51	11
Less: valuation allowance	(10,300)	(3,911)
Total deferred tax assets	0	0
Deferred tax liabilities
Total deferred tax liabilities	0	0
Net deferred tax assets (liabilities)	0	$ 0
Net operating loss carryforwards	25,200
Net operating loss carryforward subject to expiration	$ 7,800

Commitments and Contingencies - Leases and Land Options (Details) $ in Thousands	1 Months Ended			12 Months Ended
	Oct. 31, 2018 USD ($)	Mar. 31, 2017 a item	Jan. 31, 2017 USD ($) a	Dec. 31, 2018 USD ($) ft²	Dec. 31, 2017 USD ($)	Sep. 30, 2018 USD ($)
Commitments and Contingencies
Lease expense				$ 1,000	$ 700
Remaining commitments
2019				1,299
2020				1,159
2021				3
Total				$ 2,461
EPC bid process \| Maximum
Future potential payments of other commitments
2019 commitments						$ 14,900
Houston Texas Lease
Commitments and Contingencies
Area of office space (in square feet) \| ft²				25,600
Galveston Bay Leases
Commitments and Contingencies
Area of Land \| a			994
Term of lease agreement			36 months
Extension of term of contract			12 months
Potential aggregate payments for early terminations			$ 50
The Brownsville Lease
Commitments and Contingencies
Area of Land \| a		10
Term of lease agreement		8 months
Number of times agreement can be renewed \| item		6
Extension of term of contract	6 months	6 months
Potential aggregate payments for early terminations	$ 0

Background and Basis of Presentation	12 Months Ended
Background and Basis of Presentation	Dec. 31, 2018
Background and Basis of Presentation
Background and Basis of Presentation	Note 1 — Background and Basis of Presentation NextDecade Corporation engages in development activities related to the liquefaction and sale of liquefied natural gas (“LNG”). 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 an associated 137-mile Rio Bravo pipeline to supply gas to the Terminal (the “Pipeline” together with the Terminal, the “Project”). In January of 2017, we also secured a 36-month lease of a 994-acre site near Texas City, Texas for another potential LNG terminal (the “Galveston Bay Terminal”) with the option to extend the lease for an additional 12 months. We were incorporated in Delaware on May 21, 2014 and were formed for the purpose of acquiring, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities. On July 24, 2017 (the “Merger Date”), one of our subsidiaries merged with and into NextDecade LLC (the “Merger”), a LNG development company founded in 2010 to develop LNG export projects and associated pipelines. Prior to the merger with NextDecade LLC, we had no operations and our assets consisted of cash proceeds received in connection with our initial public offering. The Merger was accounted for as a reverse acquisition and recapitalization, with NextDecade LLC being treated as the accounting acquirer. As such, the results of operations and cash flows prior to the Merger Date, relate to NextDecade LLC and its subsidiaries. Subsequent to the Merger Date, the information relates to the consolidated entities of NextDecade. We continue to operate in a single operating segment for financial reporting purposes. In connection with the Merger, the issued and outstanding membership interests in NextDecade LLC were exchanged for 98,490,409 shares of our common stock. All share and per share amounts in the Consolidated Financial Statements and related notes have been retroactively adjusted for all periods presented to give effect to this exchange. Our Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. Certain reclassifications have been made to conform prior period information to the current presentation. The reclassifications had no effect on our overall consolidated financial position, operating results or cash flows.

Background and Basis of Presentation - Merger (Details)	Jul. 24, 2017 shares
Merger
Merger
Number of shares issued on acquisition	98,490,409

Merger (Details) - Merger T in Millions, $ in Millions	Jul. 24, 2017 USD ($) T shares
Merger
Ownership interest as a percentage	94.00%
Number of shares issued on acquisition	98,490,409
Milestone 2- LNG minimum amount per annum (in tons) \| T	1
Released escrow to fund development activities \| $	$ 26.8
Pre-Merger Members
Merger
Number of shares issued on acquisition	4,214,130
Management
Merger
Number of shares issued on acquisition	607,349
Consultants
Merger
Number of shares issued on acquisition	71,847

Accrued Liabilities and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Accrued Liabilities and Other Current Liabilities
Employee compensation expense	$ 3,130	$ 1,851
Project asset costs	2,014	3,317
Valve installation incentive	2,000
Accrued legal services	313	141
Other accrued liabilities	896	547
Total accrued liabilities and other current liabilities	$ 8,353	$ 5,856

Accrued Liabilities and Other Current Liabilities - Valve installation (Details) - Intrastate Pipeline Company $ in Millions	1 Months Ended
	Apr. 30, 2018 USD ($)
Other Commitments [Line Items]
Period after valve installation for reimbursement of costs	30 days
Percentage of valve costs for reimbursement	50.00%
Maximum reimbursement payment per agreement	$ 2.0

Background and Basis of Presentation (Details)	1 Months Ended	12 Months Ended
Background and Basis of Presentation (Details)	Jan. 31, 2017 a	Dec. 31, 2018 mi
Organization and Nature of Operations
Length of pipeline to supply gas \| mi		137
Galveston Bay Leases
Organization and Nature of Operations
Term of lease agreement	36 months
Area available for lease \| a	994
Extension of term of contract	12 months

Investment Securities (Details) - USD ($) $ in Thousands	12 Months Ended
Investment Securities (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Investment securities
Fair Value	$ 72,453	$ 5,063
Cost	$ 72,567	5,103
JPMorgan Managed Income Fund
Investment securities
Maturity period of mutual funds	1 year
Duration of mutual fund	6 months
Non-investment grade rated holdings (as a percent)	0.00%
Fair Value	$ 72,453
Cost	$ 72,567
JPMorgan Managed Income Fund \| AAA rated
Investment securities
Investment holdings grade rated (as a percent)	7.00%
Ultra-Short-Term Bond Fund
Investment securities
Fair Value		3,811
Cost		3,825
Short-Term Bond Index Fund
Investment securities
Fair Value		1,252
Cost		$ 1,278

Preferred Stock and Common Stock Warrants - Warrants (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($) $ / shares
Warrants
Gain (loss) recognized on revalued warrants \| $	$ 164
Series A Warrants \| HGC
Warrants
Basis of acquired diluted common stock - warrants rights (as a percent)	0.50%
Strike price of warrants (in dollars per share)	$ 0.01
Series A Warrants \| Fund Purchaser
Warrants
Basis of acquired diluted common stock - warrants rights (as a percent)	0.21%
Strike price of warrants (in dollars per share)	$ 0.01
Series B Warrants \| Series B Convertible Preferred stock
Warrants
Basis of acquired diluted common stock - warrants rights (as a percent)	0.42%
Strike price of warrants (in dollars per share)	$ 0.01
Common Stock Warrants
Warrants
Term of warrants (in years)	3 years
Number of trading days to exercise prior to expiration term	60 days
Number of consecutive trading days to exercise warrants prior to expiration term	90 days
Minimum conversion price percentage	175.00%
Gain (loss) recognized on revalued warrants \| $	$ 164

Preferred Stock and Common Stock Warrants - Assumptions (Details) - Common Stock Warrants	12 Months Ended
	Dec. 31, 2018 $ / shares
Class of Warrant or Right [Line Items]
Stock price	$ 5.40
Exercise price	$ 0.01
Risk-free rate	2.50%
Volatility	33.10%
Term (years)	2 years 8 months 12 days

Net Loss Per Share - Basic and Diluted (Details) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Weighted average common shares outstanding:
Basic	106,564	100,926
Diluted	106,564	100,926
Basic and diluted net loss per common share (in dollar per share)	$ (0.41)	$ (0.35)

Share-based Compensation - Plan Information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2018 USD ($)
Summary of changes in restricted stock outstanding
Total unrecognized compensation expected to be recognized over weighted average period	9 months 18 days
Equity awards
Summary of changes in restricted stock outstanding
Total unrecognized compensation costs	$ 23.3
Liability awards
Summary of changes in restricted stock outstanding
Total unrecognized compensation costs	$ 1.1

Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands	Jan. 01, 2019	Dec. 31, 2018	Jan. 01, 2018	Dec. 31, 2017
Recent Accounting Pronouncements
Share-based compensation liability		$ 3,018		$ 1,815
Additional Paid in Capital		180,862		$ 158,738
Accounting Standards Update 2016-02 \| Scenario Forecast Adjustment
Recent Accounting Pronouncements
Impact on Right of use assets	$ 1,600
Impact on Lease Liabilities	$ 1,900
Accounting Standards Update 2018-07 \| Proforma Adjustment
Recent Accounting Pronouncements
Share-based compensation liability		(2,000)
Additional Paid in Capital		$ 2,000
Accounting Standards Update 2016-01 \| Adjustment
Recent Accounting Pronouncements
Cumulative effect adjustment from adoption of ASU 2016-01			$ 40