0001437749-20-022517 | 10-Q | XBRL Viewer

Business Description and Basis of Presentation [Text Block]

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”). We also have executed surface lease agreements with the City of Texas City and the State of Texas for a 994-acre site for another potential LNG terminal (the “Galveston Bay Terminal”).

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2019. In our opinion, all adjustments, consisting only of normal recurring items, which are considered necessary for a fair presentation of the unaudited consolidated financial statements, have been included. The results of operations for the three months ended September 30, 2020 are not necessarily indicative of the operating results for the full year.

Certain reclassifications have been made to conform prior period information to the current presentation. The reclassifications did not have a material effect on our consolidated financial position, results of operations or cash flows.

Note 2 - Prepaid Expenses and Other Current Assets

9 Months Ended

Sep. 30, 2020

Prepaid Expense and Other Current Assets [Text Block]

Note 2 — Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

	*September 30,*		*December 31,*
	*2020*		*2019*
Prepaid subscriptions	$	139	$	161
Prepaid insurance		316		292
Prepaid marketing and sponsorships		60		25
Other		285		381
Total prepaid expenses and other current assets	$	800	$	859

Note 3 - Investment Securities

9 Months Ended

Sep. 30, 2020

Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block]

Note 3 — Investment Securities

We previously invested in Class L shares of the JPMorgan Managed Income Fund. In March 2020, we redeemed the balance of the JPMorgan Managed Income Fund and realized a loss of $0.4 million.

Investment securities consisted of the following (in thousands):

	*September 30,*				*December 31,*
	*2020*				*2019*
	*Fair value*		*Cost*		*Fair value*		*Cost*
JPMorgan Managed Income Fund	$	—	$	—	$	62,207	$	62,178

Note 4 - Sale of Equity Interests in Rio Bravo

9 Months Ended

Sep. 30, 2020

Equity Method Investments and Joint Ventures Disclosure [Text Block]

Note 4 — Sale of Equity Interests in Rio Bravo

On March 2, 2020, NextDecade LLC closed the transactions (the Closing”) contemplated by that certain Omnibus Agreement, dated February 13, 2020, with Spectra Energy Transmission II, LLC, a wholly owned subsidiary of Enbridge Inc. (“Buyer”), pursuant to which NextDecade LLC sold one hundred percent of the equity interests (the “Equity Interests”) in Rio Bravo Pipeline Company, LLC (“Rio Bravo”) to Buyer in consideration of (i) approximately $17.4 million plus (ii) the amount of direct and indirect costs incurred by Rio Bravo, the Company or any of its other affiliates in respect of the proposed Rio Bravo Pipeline, the 137-mile interstate natural gas pipeline (the “Pipeline”) being developed by Rio Bravo to supply natural gas to the Terminal, from October 1, 2019 through the Closing (the “Purchase Price”); provided, that the Purchase Price may not exceed $25 million. Buyer paid $15.0 million of the Purchase Price to NextDecade LLC at the Closing and the remainder will be paid within five business days after the date that Rio Grande has received, after a final positive investment decision, the initial funding of financing for the development, construction and operation of the Terminal. In connection with the Closing, Rio Grande LNG Gas Supply LLC, an indirect wholly-owned subsidiary of the Company (“Rio Grande Gas Supply”), entered into (i) a Precedent Agreement for Firm Natural Gas Transportation Service for the Rio Bravo Pipeline (the “RBPL Precedent Agreement”) with Rio Bravo and (ii) a Precedent Agreement for Natural Gas Transportation Service (the “VCP Precedent Agreement”) with Valley Crossing Pipeline, LLC (“VCP”). VCP and, as of the Closing, Rio Bravo are wholly owned subsidiaries of Enbridge Inc. The Valley Crossing Pipeline is owned and operated by VCP.

Pursuant to the RBPL Precedent Agreement, Rio Bravo agreed to provide Rio Grande Gas Supply with firm natural gas transportation services on the Pipeline in a quantity sufficient to match the full operational capacity of each proposed liquefaction train of the Terminal. Rio Bravo’s obligation to construct, install, own, operate and maintain the Pipeline is conditioned on its receipt, no later than December 31, 2023, of notice that Rio Grande Gas Supply or its affiliate has issued a full notice to proceed to the engineering, procurement and construction contractor (the “EPC Contractor”) for the construction of the Terminal. Under the RBPL Precedent Agreement, in consideration for the provision of such firm transportation services, Rio Bravo will be remunerated on a dollar-per-dekatherm, take-or-pay basis, subject to certain adjustments, over a term of at least twenty years, all in compliance with the federal and state authorizations associated with the Pipeline.

Pursuant to the VCP Precedent Agreement, VCP agreed to provide Rio Grande Gas Supply with natural gas transportation services on the Valley Crossing Pipeline in a quantity sufficient to match the commissioning requirements of each proposed liquefaction train of the Terminal. VCP’s obligation to construct, install, own, operate and maintain the necessary interconnection to the Terminal and the Pipeline is conditioned on its receipt, no later than December 31, 2023, of notice that Rio Grande Gas Supply or its affiliate has issued a full notice to proceed to the EPC Contractor for the construction of the Terminal. VCP will be responsible, at its sole cost and expense, to construct, install, own, operate and maintain the tap, riser and valve facilities (the “VCP Transporter Facilities”), which shall connect to Rio Grande Gas Supply’s custody transfer meter and such other facilities as necessary in order for the Terminal to receive gas from the VCP Transporter Facilities (the “Rio Grande Gas Supply Facilities”). Rio Grande Gas Supply will be responsible, at its sole cost and expense, to construct, install, own, operate and maintain the Rio Grande Gas Supply Facilities. Under the VCP Precedent Agreement, in consideration for the provision of the commissioning transportation services, VCP will be remunerated on the same dollar-per-dekatherm, take-or-pay basis as set forth in the RBPL Precedent Agreement for the duration of such commissioning services, all in compliance with the federal and state authorizations associated with the Valley Crossing Pipeline.

If Rio Grande or its affiliate fail to issue a full notice to proceed to the EPC Contractor on or prior to December 31, 2023, Buyer has the right to sell the Equity Interests back to NextDecade LLC and NextDecade LLC has the right to repurchase the Equity Interests from Buyer, in each case at a price not to exceed $23 million. Accordingly, the proceeds from the sale of the Equity Interests and additional costs incurred by Buyer are presented as a non-current liability and the assets of Rio Bravo have not been de-recognized in the consolidated balance sheet at September 30, 2020.

Note 5 - Property, Plant and Equipment

9 Months Ended

Sep. 30, 2020

Property, Plant and Equipment Disclosure [Text Block]

Note 5 — Property, Plant and Equipment

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

	*September 30,*			*December 31,*
	*2020*			*2019*
Fixed Assets
Computers	$	487		$	487
Furniture, fixtures, and equipment		464			471
Leasehold improvements		101			547
Total fixed assets		1,052			1,505
Less: accumulated depreciation		(611	)		(793	)
Total fixed assets, net		441			712
Project Assets (not placed in service)
Terminal		138,151			121,081
Pipeline		19,771			12,798
Total Terminal and Pipeline assets		157,922			133,879
Total property, plant and equipment, net	$	158,363		$	134,591

Depreciation expense was $65 thousand and $80 thousand for the three months ended September 30, 2020 and 2019, respectively, and $146 thousand and $164 thousand for the nine months ended September 30, 2020 and 2019, respectively.

Note 6 - Leases

9 Months Ended

Sep. 30, 2020

Lessee, Operating Leases [Text Block]

Note 6 — Leases

Our leased assets primarily consist of office space and land sites.

Operating lease right-of-use assets are as follows (in thousands):

	*September 30,*		*December 31,*
	*2020*		*2019*
Office leases	$	562	$	610
Land leases		113		444
Total operating lease right-of-use assets, net	$	675	$	1,054

Operating lease liabilities are as follows (in thousands):

	*September 30,*		*December 31,*
	*2020*		*2019*
Office leases	$	596	$	698
Land leases		—		—
Total current lease liabilities		596		698
Non-current office leases		—		3
Non-current land leases		—		—
Total lease liabilities	$	596	$	701

Operating lease expense is as follows (in thousands):

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
	*2020*		*2019*		*2020*		*2019*
Office leases	$	238	$	232	$	691	$	381
Land leases		113		328		332		815
Total operating lease expense		351		560		1,023		1,196
Short-term lease expense		72		38		249		78
Land option expense		—		156		9		476
Total land option and lease expense	$	423	$	754	$	1,281	$	1,750

Maturity of operating lease liabilities as of September 30, 2020 are as follows (in thousands, except lease term and discount rate):

2020 (remaining)	$	123
2021		508
2022		—
2023		—
2024		—
Thereafter		—
Total undiscounted lease payments		631
Discount to present value		(35	)
Present value of lease liabilities	$	596

Weighted average remaining lease term - years		0.9
Weighted average discount rate - percent		12.0

Other information related to our operating leases is as follows (in thousands):

	*Nine Months Ended September 30,*
	*2020*		*2019*
Cash paid for amounts included in the measurement of operating lease liabilities:
Cash flows from operating activities	$	600	$	969
Noncash right-of-use assets recorded for operating lease liabilities:
Adoption of Topic 842		—		1,562
In exchange for new operating lease liabilities during the period		605		446

Note 7 - Other Non-current Assets

9 Months Ended

Sep. 30, 2020

Other Assets Disclosure [Text Block]

Note 7 — Other Non-Current Assets

Other non-current assets consisted of the following (in thousands)

	*September 30,*		*December 31,*
	*2020*		*2019*
Permitting costs⁽¹⁾	$	7,362	$	2,621
Enterprise resource planning system, net		2,159		3,181
Rio Grande Site Lease initial direct costs		5,575		946
Total other non-current assets, net	$	15,096	$	6,748

⁽¹⁾

Permitting costs primarily represent costs incurred in connection with permit applications to the United States Army Corps of Engineers and the U.S. Fish and Wildlife Service for mitigation measures for potential impacts to wetlands and habitat that may be caused by the construction of the Terminal and the Pipeline.

Note 8 - Accrued Liabilities and Other Current Liabilities

9 Months Ended

Sep. 30, 2020

Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]

Note 8 — Accrued Liabilities and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

	*September 30,*		*December 31,*
	*2020*		*2019*
Employee compensation expense	$	715	$	4,221
Terminal and Pipeline asset costs		382		2,503
Accrued legal services		15		1,060
Other accrued liabilities		262		967
Total accrued liabilities and other current liabilities	$	1,374	$	8,751

Note 9 - Preferred Stock and Common Stock Warrants

9 Months Ended

Sep. 30, 2020

Stockholders' Equity Note Disclosure [Text Block]

Note 9 – 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 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 the purchasers of the Series A Preferred Stock. 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 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 the purchasers of the Series B Preferred Stock. Warrants, exercisable for Company common stock, were issued together with the shares of Series A Preferred Stock and the Series B Preferred Stock (collectively, “Common Stock Warrants”).

In May 2019, we sold an aggregate of 20,945 shares of Series B Preferred Stock, at $1,000 per share for an aggregate purchase price of $20.945 million and we issued an additional 418 shares of Series B Preferred Stock in aggregate as origination fees to the purchasers of such shares of Series B Preferred Stock. Common Stock Warrants were issued together with such shares of Series B Preferred Stock.

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 the nine months ended September 30, 2020 and 2019, the Company paid-in-kind $10.5 million and $7.8 million of dividends, respectively, to the holders of the Convertible Preferred Stock. On October 8, 2020, the Company declared dividends to the holders of the Convertible Preferred Stock as of the close of business on September 15, 2020. On October 15, 2020, the Company paid-in-kind $3.8 million of dividends to the holders of the Convertible Preferred Stock.

Common Stock Warrants

The Company revalues the Common Stock Warrants at each balance sheet date and recognized a loss of $1.6 million and a gain of $0.9 million during the three months ended September 30, 2020 and 2019, respectively, and a gain of $6.1 million and a loss of $1.0 million during the nine months ended September 30, 2020 and 2019, respectively. The Common Stock Warrant liabilities are included in Level 3 of the fair value hierarchy.

The Company used a Monte Carlo simulation model to estimate the fair value of the Common Stock Warrants using the following assumptions:

	*September 30,*			*December 31,*
	*2020*			*2019*
Stock price	$	2.98		$	6.14
Exercise price	$	0.01		$	0.01
Risk-free rate		0.1	%		1.6	%
Volatility		53.9	%		27.6	%
Term (years)		1.1			1.8

Beneficial Conversion Feature

ASC 470-20-20 – Debt – Debt with conversion and Other Options (“ASC 470-20”) defines a beneficial conversion feature (“BCF”) as a nondetachable conversion feature that is in the money at the issuance date. The Company was required by ASC 470-20 to allocate a portion of the proceeds from the Series A Preferred Stock equal to the intrinsic value of the BCF to additional paid-in capital. We are recording the accretion of the $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.

Note 10 - Net Loss Per Share

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Text Block]

Note 10 — Net Loss Per Share

The following table (in thousands, except for loss per share) reconciles basic and diluted weighted average common shares outstanding for each of the three and nine months ended September 30, 2020 and 2019:

	*Three Months Ended*						*Nine Months Ended*
	*September 30,*						*September 30,*
	*2020*			*2019*			*2020*			*2019*
Weighted average common shares outstanding:
Basic		117,564			107,181			117,450			107,062
Dilutive unvested stock, convertible preferred stock, Common Stock Warrants and IPO Warrants		—			—			—			—
Diluted		117,564			107,181			117,450			107,062

Basic and diluted net loss per share attributable to common stockholders	$	(0.09	)	$	(0.06	)	$	(0.19	)	$	(0.29	)

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

	*Three Months Ended*				*Nine Months Ended*
	*September 30,*				*September 30,*
	*2020*		*2019*		*2020*		*2019*
Unvested stock ⁽¹⁾		848		989		993		768
Convertible preferred stock		16,869		14,678		16,386		12,829
Common Stock Warrants		1,979		1,801		1,972		1,576
IPO Warrants⁽²⁾		12,082		12,082		12,082		12,082
Total potentially dilutive common shares		31,778		29,550		31,433		27,255

⁽¹⁾

Does not include 3.0 million shares for each of the three and nine months ended September 30, 2020 and 3.2 million shares for the three and nine months ended September 30, 2019, of unvested stock because the performance conditions had not yet been satisfied as of September 30, 2020 and 2019, respectively.

⁽²⁾

The IPO Warrants were issued in connection with our initial public offering in 2015. The IPO Warrants are exercisable at a price of $11.50 per share and expire on July 24, 2022. The Company may redeem the IPO 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.

Note 11 - Share-based Compensation

9 Months Ended

Sep. 30, 2020

Share-based Payment Arrangement [Text Block]

Note 11 — Share-based Compensation

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

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

	*Three months Ended*					*Nine Months Ended*
	*September 30,*					*September 30,*
	*2020*		*2019*			*2020*			*2019*
Share-based compensation:
Equity awards	$	629	$	(4,648	)	$	(606	)	$	(11,738	)
Liability awards		—		—			—			(20	)
Total share-based compensation		629		(4,648	)		(606	)		(11,758	)
Capitalized share-based compensation		211		(71	)		(153	)		(780	)
Total share-based compensation expense	$	840	$	(4,719	)	$	(759	)	$	(12,538	)

Note 12 - Income Taxes

9 Months Ended

Sep. 30, 2020

Income Tax Disclosure [Text Block]

Note 12 — Income Taxes

Due to our cumulative loss position, we have established a full valuation allowance against our deferred tax assets at September 30, 2020 and December 31, 2019. Due to our full valuation allowance, we have not recorded a provision for federal or state income taxes during either of the three and nine months ended September 30, 2020 or 2019.

In response to the global pandemic related to COVID-19, the President signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) on March 27, 2020. The CARES Act provides numerous relief provisions for corporate tax payers, including modification of the utilization limitations on net operating losses, favorable expansions of the deduction for business interest expense under Internal Revenue Code Section 163(j), and the ability to accelerate timing of refundable AMT credits. For the three and nine months ended September 30, 2020, there were no material tax impacts to our consolidated financial statements from the CARES Act or other COVID-19 measures. The Company continues to monitor additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service and others.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Note 13 - Commitments and Contingencies

9 Months Ended

Sep. 30, 2020

Commitments and Contingencies Disclosure [Text Block]

Note 13 — Commitments and Contingencies

Rio Grande Site Lease

On March 6, 2019, Rio Grande entered into a lease agreement (the “Rio Grande Site Lease”) with the Brownsville Navigation District of Cameron County, Texas (“BND”) for the lease by Rio Grande of approximately 984 acres of land situated in Brownsville, Cameron County, Texas for the purposes of constructing, operating, and maintaining (i) a liquefied natural gas facility and export terminal and (ii) gas treatment and gas pipeline facilities.

On April 30, 2020, Rio Grande and the BND amended the Rio Grande Site Lease (the “Rio Grande Site Lease Amendment”) to extend the effective date for commencing the Rio Grande Site Lease to May 6, 2021 (the “Effective Date”). The Rio Grande Site Lease Amendment further provides that Rio Grande has the right, exercisable in its sole discretion, to extend the Effective Date to May 6, 2022 by providing the BND with written notice of its election no later than the close of business on the Effective Date.

In connection with the Rio Grande Site Lease Amendment, Rio Grande is committed to pay approximately $1.5 million per quarter to the BND through the earlier of the Effective Date and lease commencement.

Obligation under LNG Sale and Purchase Agreement

In March 2019, we entered into a 20-year sale and purchase agreement (the “SPA”) with Shell NA LNG LLC (“Shell”) for the supply of approximately two million tonnes per annum of liquefied natural gas from the Terminal. Pursuant to the SPA, Shell will purchase LNG on a free-on-board (“FOB”) basis starting from the date the first liquefaction train of the Terminal that is commercially operable, with approximately three-quarters of the purchased LNG volume indexed to Brent and the remaining volume indexed to domestic United States gas indices, including Henry Hub.

In the first quarter of 2020, pursuant to the terms of the SPA, the SPA became effective upon the conditions precedent in the SPA being satisfied or waived. The SPA obligates Rio Grande to deliver the contracted volumes of LNG to Shell at the FOB delivery point, subject to the first liquefaction train at the Terminal being commercially operable.

Legal Proceedings

From time to time the Company may be subject to various claims and legal actions that arise in the ordinary course of business. As of September 30, 2020, management is not aware of any claims or legal actions that, separately or in the aggregate, are likely to have a material adverse effect on the Company’s financial position, results of operations or cash flows, although the Company cannot guarantee that a material adverse effect will not occur.

Note 14 - Recent Accounting Pronouncements

9 Months Ended

Sep. 30, 2020

Accounting Standards Update and Change in Accounting Principle [Text Block]

Note 14 — Recent Accounting Pronouncements

The following table provides a brief description of recent accounting standards that have not been adopted by the Company as of September 30, 2020:

Standard

Description

Expected Date of Adoption

Effect on our Consolidated Financial Statements or Other Significant Matters

ASU 2020-06, Accounting for Convertible Instruments and Contracts in Entity's Own Equity

(Subtopic 815-40)

This standard requires entities to provide expanded disclosures about the terms and features of
convertible instruments. For convertible instruments, the instruments primarily affected are those issued with beneficial conversion features or cash conversion features because the accounting models for those specific features are removed.

January 1, 2022

We are currently evaluating the effect of this standard on our Consolidated Financial Statements.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

+ References

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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Note 15 - Subsequent Events

9 Months Ended

Sep. 30, 2020

Subsequent Events [Text Block]

Note 15 — Subsequent Events

Extension of Contract Validity of Engineering, Procurement and Construction Contracts

On May 24, 2019, Rio Grande entered into two lump-sum separated turnkey engineering, procurement and construction agreements with Bechtel Oil, Gas and Chemicals, Inc. (“Bechtel”) for the construction of (i) two LNG trains with expected aggregate production capacity up to approximately 11.74 million tonnes per annum (“mtpa”), two 180,000m³ full containment LNG tanks, one marine loading berth, related utilities and facilities, and all related appurtenances thereto, together with certain additional work options (the “Trains 1 and 2 EPC Agreement”) and (ii) a LNG train with expected production capacity of up to approximately 5.87 mtpa, related utilities and facilities, and all related appurtenances thereto (the “Train 3 EPC Agreement”).

By amendment dated October 5, 2020, Rio Grande and Bechtel amended the Trains 1 and 2 EPC Agreement to extend the contract validity from July 31, 2021 to December 31, 2021. By amendment dated October 5, 2020, Rio Grande and Bechtel amended the Train 3 EPC Agreement to extend the contract validity from July 31, 2021 to December 31, 2021.

Note 2 - Prepaid Expenses and Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2020

Schedule of Prepaid Expense and Other Current Assets [Table Text Block]

	*September 30,*		*December 31,*
	*2020*		*2019*
Prepaid subscriptions	$	139	$	161
Prepaid insurance		316		292
Prepaid marketing and sponsorships		60		25
Other		285		381
Total prepaid expenses and other current assets	$	800	$	859

Note 3 - Investment Securities (Tables)

9 Months Ended

Sep. 30, 2020

Debt Securities, Available-for-sale [Table Text Block]

	*September 30,*				*December 31,*
	*2020*				*2019*
	*Fair value*		*Cost*		*Fair value*		*Cost*
JPMorgan Managed Income Fund	$	—	$	—	$	62,207	$	62,178

Note 5 - Property, Plant and Equipment (Tables)

9 Months Ended

Sep. 30, 2020

Property, Plant and Equipment [Table Text Block]

	*September 30,*			*December 31,*
	*2020*			*2019*
Fixed Assets
Computers	$	487		$	487
Furniture, fixtures, and equipment		464			471
Leasehold improvements		101			547
Total fixed assets		1,052			1,505
Less: accumulated depreciation		(611	)		(793	)
Total fixed assets, net		441			712
Project Assets (not placed in service)
Terminal		138,151			121,081
Pipeline		19,771			12,798
Total Terminal and Pipeline assets		157,922			133,879
Total property, plant and equipment, net	$	158,363		$	134,591

Note 6 - Leases (Tables)

9 Months Ended

Sep. 30, 2020

Lessee, Operating Lease Right-of-use Assets and Liabilities [Table Text Block]

	*September 30,*		*December 31,*
	*2020*		*2019*
Office leases	$	562	$	610
Land leases		113		444
Total operating lease right-of-use assets, net	$	675	$	1,054

	*September 30,*		*December 31,*
	*2020*		*2019*
Office leases	$	596	$	698
Land leases		—		—
Total current lease liabilities		596		698
Non-current office leases		—		3
Non-current land leases		—		—
Total lease liabilities	$	596	$	701

Lease, Cost [Table Text Block]

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
	*2020*		*2019*		*2020*		*2019*
Office leases	$	238	$	232	$	691	$	381
Land leases		113		328		332		815
Total operating lease expense		351		560		1,023		1,196
Short-term lease expense		72		38		249		78
Land option expense		—		156		9		476
Total land option and lease expense	$	423	$	754	$	1,281	$	1,750

	*Nine Months Ended September 30,*
	*2020*		*2019*
Cash paid for amounts included in the measurement of operating lease liabilities:
Cash flows from operating activities	$	600	$	969
Noncash right-of-use assets recorded for operating lease liabilities:
Adoption of Topic 842		—		1,562
In exchange for new operating lease liabilities during the period		605		446

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

2020 (remaining)	$	123
2021		508
2022		—
2023		—
2024		—
Thereafter		—
Total undiscounted lease payments		631
Discount to present value		(35	)
Present value of lease liabilities	$	596

Weighted average remaining lease term - years		0.9
Weighted average discount rate - percent		12.0

Note 7 - Other Non-current Assets (Tables)

9 Months Ended

Sep. 30, 2020

Schedule of Other Assets, Noncurrent [Table Text Block]

	*September 30,*		*December 31,*
	*2020*		*2019*
Permitting costs⁽¹⁾	$	7,362	$	2,621
Enterprise resource planning system, net		2,159		3,181
Rio Grande Site Lease initial direct costs		5,575		946
Total other non-current assets, net	$	15,096	$	6,748

Note 8 - Accrued Liabilities and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2020

Schedule of Accrued Expenses and Other Current Liabilities [Table Text Block]

	*September 30,*		*December 31,*
	*2020*		*2019*
Employee compensation expense	$	715	$	4,221
Terminal and Pipeline asset costs		382		2,503
Accrued legal services		15		1,060
Other accrued liabilities		262		967
Total accrued liabilities and other current liabilities	$	1,374	$	8,751

Note 9 - Preferred Stock and Common Stock Warrants (Tables)

9 Months Ended

Sep. 30, 2020

Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]

	*September 30,*			*December 31,*
	*2020*			*2019*
Stock price	$	2.98		$	6.14
Exercise price	$	0.01		$	0.01
Risk-free rate		0.1	%		1.6	%
Volatility		53.9	%		27.6	%
Term (years)		1.1			1.8

Note 10 - Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2020

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	*Three Months Ended*						*Nine Months Ended*
	*September 30,*						*September 30,*
	*2020*			*2019*			*2020*			*2019*
Weighted average common shares outstanding:
Basic		117,564			107,181			117,450			107,062
Dilutive unvested stock, convertible preferred stock, Common Stock Warrants and IPO Warrants		—			—			—			—
Diluted		117,564			107,181			117,450			107,062

Basic and diluted net loss per share attributable to common stockholders	$	(0.09	)	$	(0.06	)	$	(0.19	)	$	(0.29	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	*Three Months Ended*				*Nine Months Ended*
	*September 30,*				*September 30,*
	*2020*		*2019*		*2020*		*2019*
Unvested stock ⁽¹⁾		848		989		993		768
Convertible preferred stock		16,869		14,678		16,386		12,829
Common Stock Warrants		1,979		1,801		1,972		1,576
IPO Warrants⁽²⁾		12,082		12,082		12,082		12,082
Total potentially dilutive common shares		31,778		29,550		31,433		27,255

Note 11 - Share-based Compensation (Tables)

9 Months Ended

Sep. 30, 2020

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block]

	*Three months Ended*					*Nine Months Ended*
	*September 30,*					*September 30,*
	*2020*		*2019*			*2020*			*2019*
Share-based compensation:
Equity awards	$	629	$	(4,648	)	$	(606	)	$	(11,738	)
Liability awards		—		—			—			(20	)
Total share-based compensation		629		(4,648	)		(606	)		(11,758	)
Capitalized share-based compensation		211		(71	)		(153	)		(780	)
Total share-based compensation expense	$	840	$	(4,719	)	$	(759	)	$	(12,538	)

Note 1 - Background and Basis of Presentation (Details Textual)	Sep. 30, 2020 a
Texas City, Texas [Member]
Area of Real Estate Property (Acre)	994

Note 2 - Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Prepaid subscriptions	$ 139	$ 161
Prepaid insurance	316	292
Prepaid marketing and sponsorships	60	25
Other	285	381
Total prepaid expenses and other current assets	$ 800	$ 859

Note 3 - Investment Securities (Details Textual) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Mar. 31, 2020	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Realized Investment Gains (Losses), Total	$ (400)	$ 0	$ 0	$ (412)	$ 0

Note 3 - Investment Securities - Summary of Investment Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
JPMorgan Managed Income Fund, fair value	$ 0	$ 62,207
JPMorgan Managed Income Fund, cost	$ 0	$ 62,178

Note 4 - Sale of Equity Interests in Rio Bravo (Details Textual) - Rio Bravo [Member] - USD ($) $ in Millions	Mar. 02, 2020	Feb. 13, 2020	Sep. 30, 2020
Equity Method Investment, Ownership Percentage		100.00%
Equity Method Investment, Amount Sold		$ 17.4
Equity Method Investment, Amount Sold		$ 25.0
Proceeds from Divestiture of Businesses	$ 15.0
Equity Method Investments, Rights to The Natural Gas Firm Transportation Capacity Term (Year)		20 years
Sale of Business, Failure to Issue Notice, Maximum Right Price to Sell Back Equity Interests			$ 23.0

Note 5 - Property, Plant and Equipment (Details Textual) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Depreciation, Total	$ 65	$ 80	$ 146	$ 164

Note 5 - Property, Plant and Equipment - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Property, plant and equipment, net	$ 158,363	$ 134,591
Computer Equipment [Member]
Property, plant and equipment, gross	487	487
Furniture and Fixtures [Member]
Property, plant and equipment, gross	464	471
Leasehold Improvements [Member]
Property, plant and equipment, gross	101	547
Excluding Construction in Progress [Member]
Property, plant and equipment, gross	1,052	1,505
Less: accumulated depreciation	(611)	(793)
Property, plant and equipment, net	441	712
Construction in Progress [Member]
Property, plant and equipment, gross	157,922	133,879
Construction in Progress [Member] \| Rio Grande [Member]
Property, plant and equipment, gross	138,151	121,081
Construction in Progress [Member] \| Rio Bravo [Member]
Property, plant and equipment, gross	$ 19,771	$ 12,798

Note 6 - Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Operating lease right-of-use assets, net	$ 675	$ 1,054
Current lease liabilities	596	698
Non-current leases	0	3
Lease liabilities	596	701
Office Leases [Member]
Operating lease right-of-use assets, net	562	610
Current lease liabilities	596	698
Non-current leases	0	3
Land Leases [Member]
Operating lease right-of-use assets, net	113	444
Current lease liabilities	0	0
Non-current leases	$ 0	$ 0

Note 6 - Leases - Lease Expense (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2020

Sep. 30, 2019

Sep. 30, 2020

Sep. 30, 2019

Operating lease expense

^[1]

$ 351

$ 560

$ 1,023

$ 1,196

Short-term lease expense

249

Land option expense

156

476

Total land option and lease expense

423

754

1,281

1,750

Cash flows from operating activities

600

969

Adoption of Topic 842

1,562

In exchange for new operating lease liabilities during the period

605

446

Office Leases [Member]

Operating lease expense

238

232

691

381

Land Leases [Member]

Operating lease expense

$ 113

$ 328

$ 332

$ 815

[1]	Includes amortization of right-of-use assets for the three months ended March 31, 2020 and 2019 of $294 thousand and $184 thousand, respectively.

Note 6 - Leases - Maturity of Operating Lease (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
2020 (remaining)	$ 123
2021	508
2022	0
2023	0
2024	0
Thereafter	0
Total undiscounted lease payments	631
Discount to present value	(35)
Present value of lease liabilities	$ 596	$ 701
Weighted average remaining lease term - years (Year)	10 months 24 days
Weighted average discount rate - percent	12.00%

Note 7 - Other Non-current Assets - Schedule of Other Non-current Assets (Details) - USD ($)
$ in Thousands

Sep. 30, 2020

Dec. 31, 2019

Permitting costs(1)

^[1]

$ 7,362

$ 2,621

Enterprise resource planning system, net

2,159

3,181

Rio Grande Site Lease initial direct costs

5,575

946

Total other non-current assets, net

$ 15,096

$ 6,748

[1]

Permitting costs primarily represent costs incurred in connection with permit applications to the United States Army Corps of Engineers and the U.S. Fish and Wildlife Service for mitigation measures for potential impacts to wetlands and habitat that may be caused by the construction of the Terminal and the Pipeline.

Note 8 - Accrued Liabilities and Other Current Liabilities - Summary of Accrued Liabilities and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Employee compensation expense	$ 715	$ 4,221
Terminal and Pipeline asset costs	382	2,503
Accrued legal services	15	1,060
Other accrued liabilities	262	967
Total accrued liabilities and other current liabilities	$ 1,374	$ 8,751

Note 9 - Preferred Stock and Common Stock Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended			3 Months Ended		9 Months Ended
	Oct. 15, 2020	May 31, 2019	Sep. 30, 2018	Aug. 31, 2018	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Gain (Loss) on Revaluation of Warrants					$ (1,627)	$ 873	$ 6,147	$ (965)
Series A Convertible Preferred Stock [Member]
Temporary Equity, Stock Issued During Period, Shares, New Issues (in shares)				50,000
Temporary Equity, Par or Stated Value Per Share (in dollars per share)				$ 0.0001
Temporary Equity, Issued Price Per Share (in dollars per share)				$ 1,000
Temporary Equity, Stock Issued During Period, Value, New Issues				$ 50,000
Temporary Equity, Stock Issued During Period, Shares Issued for Services (in shares)				1,000
Accretion of Discount Amount							$ 2,500
Series B Convertible Preferred Stock [Member]
Temporary Equity, Stock Issued During Period, Shares, New Issues (in shares)		20,945	29,055
Temporary Equity, Par or Stated Value Per Share (in dollars per share)			$ 0.0001
Temporary Equity, Issued Price Per Share (in dollars per share)		$ 1,000	$ 1,000
Temporary Equity, Stock Issued During Period, Value, New Issues		$ 20,945	$ 29,055
Temporary Equity, Stock Issued During Period, Shares Issued for Services (in shares)		418	581
Convertible Preferred Stock [Member]
Temporary Equity, Issued Price Per Share (in dollars per share)					$ 1,000		$ 1,000
Temporary Equity, Dividend Rate Percentage							12.00%
Dividends, Preferred Stock, Paid-in-kind							$ 10,500	$ 7,800
Convertible Preferred Stock [Member] \| Subsequent Event [Member]
Dividends, Preferred Stock, Paid-in-kind	$ 3,800

Note 9 - Preferred Stock and Common Stock Warrants - Fair Value Assumptions (Details)	Sep. 30, 2020	Dec. 31, 2019
Measurement Input, Share Price [Member]
Warrant measurement input	2.98	6.14
Measurement Input, Exercise Price [Member]
Warrant measurement input	0.01	0.01
Measurement Input, Risk Free Interest Rate [Member]
Warrant measurement input	0.001	0.016
Measurement Input, Price Volatility [Member]
Warrant measurement input	0.539	0.276
Measurement Input, Expected Term [Member]
Warrant measurement input	1.1	1.8

Note 10 - Net Loss Per Share (Details Textual) - $ / shares shares in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2015
Securities Excluded from Computation of Earnings Per Share Amount, Performance Conditions (in shares)	3.0	3.2	3.0	3.2
Sale of Stock, Price Per Share (in dollars per share)					$ 17.50
Number of Trading Days of Share Price (Day)					20 days
Total Number of Trading Days Considered (Day)					30 days
IPO Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)					$ 11.50
Class of Warrant or Right, Redemption Price of Warrant or Right (in dollars per share)					$ 0.01
Class of Warrant or Right, Number of Days Notice to Redeem (Day)					30 days

Note 10 - Net Loss Per Share - Basic and Diluted Common Shares (Details) - $ / shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Basic (in shares)	117,564	107,181	117,450	107,062
Dilutive unvested stock, convertible preferred stock, Common Stock Warrants and IPO Warrants (in shares)	0	0	0	0
Diluted (in shares)	117,564	107,181	117,450	107,062
Net loss per common share - basic and diluted (in dollars per share)	$ (0.09)	$ (0.06)	$ (0.19)	$ (0.29)

Note 10 - Net Loss Per Share - Anti-dilutive Securities (Details) - shares
shares in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2020

Sep. 30, 2019

Sep. 30, 2020

Sep. 30, 2019

31,778

29,550

31,433

27,255

Unvested Stock [Member]

Convertible Preferred Stocks [Member]

^[1]

848

989

993

768

Common Stock Warrants [Member]

16,869

14,678

16,386

12,829

1,979

1,801

1,972

1,576

IPO Warrants [Member]