0001437749-21-012050 | 10-Q | XBRL Viewer

35,838

31,111

Unvested Stock [Member]

Convertible Preferred Stocks [Member]

^[1]

1,350

1,160

Common Stock Warrants [Member]

20,337

15,905

2,069

1,964

IPO Warrants [Member]

^[2]

12,082

[1]

Does not include 2.6 million shares for the three months ended March 31, 2021 and 2.8 million shares for the three months ended March 31, 2020, of unvested stock because the performance conditions had not yet been satisfied as of March 31, 2021 and 2020, 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 2 - Prepaid Expenses and Other Current Assets (Tables)

3 Months Ended

Mar. 31, 2021

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

	*March 31,*		*December 31,*
	*2021*		*2020*
Prepaid subscriptions	$	477	$	29
Prepaid insurance		117		314
Prepaid marketing and sponsorships		60		60
Other		164		267
Total prepaid expenses and other current assets	$	818	$	670

Note 7 - Accrued Liabilities and Other Current Liabilities - Summary of Accrued Liabilities and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Employee compensation expense	$ 1,265	$ 14
Terminal costs	395	650
Accrued legal services	61	5
Other accrued liabilities	426	363
Total accrued liabilities and other current liabilities	$ 2,147	$ 1,032

Note 11 - Income Taxes

3 Months Ended

Mar. 31, 2021

Income Tax Disclosure [Text Block]

Note 11 — Income Taxes

Due to our cumulative loss position, we have established a full valuation allowance against our deferred tax assets at March 31, 2021 and December 31, 2020. Due to our full valuation allowance, we have not recorded a provision for federal or state income taxes during either of the three months ended March 31, 2021 or 2020.

In response to the global pandemic related to COVID-19, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) on March 27, 2020 and the Consolidated Appropriations Act, 2021 (the “CAA”) on December 27, 2020. The CARES Act and the CAA provide numerous relief provisions for corporate taxpayers, including modification of the utilization limitations on NOLs, favorable expansions of the deduction for business interest expense under Internal Revenue Code Section 163(j), and the ability to accelerate timing of refundable alternative minimum tax credits. For the three months ended March 31, 2021, there were no material tax impacts to our consolidated financial statements from the CARES Act, the CAA or other COVID-19 measures. The Company continues to monitor additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service and others.

- 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 5 - Leases - Maturity of Operating Lease (Details) $ in Thousands	Mar. 31, 2021 USD ($)
Lessee, Operating Lease, Liability, to be Paid, Remainder of Fiscal Year	$ 282
Lessee, Operating Lease, Liability, to be Paid, Year One	0
2023	0
2024	0
2025	0
Thereafter	0
Total undiscounted lease payments	282
Discount to present value	(8)
Present value of lease liabilities	$ 274
Weighted average remaining lease term - years (Year)	4 months 24 days
Weighted average discount rate - percent	12.00%

Note 8 - Preferred Stock and Common Stock Warrants

3 Months Ended

Mar. 31, 2021

Stockholders' Equity Note Disclosure [Text Block]

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 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”), 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.

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.

In March 2021, we sold an aggregate of 24,500 shares of Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock” and, together with the Series A Preferred Stock and the Series B Preferred Stock, the “Convertible Preferred Stock”), at $1,000 per share for an aggregate purchase price of $24.5 million and we issued an additional 490 shares of Series C Preferred Stock in aggregate as origination fees to the purchasers of the Series C Preferred Stock.

Warrants, exercisable for Company common stock, were issued together with the shares of Convertible Preferred Stock (collectively, “Common Stock Warrants”).

The shares of Convertible Preferred Stock bear dividends at a rate of 12% per annum, which are cumulative and accrue daily from the respective dates of issuance on the $1,000 stated value. Such dividends are payable quarterly and may be paid in cash or in-kind. During the three months ended March 31, 2021 and 2020, the Company paid-in-kind $3.9 million and $3.4 million of dividends, respectively, to the holders of the Convertible Preferred Stock. On April 6, 2021, the Company declared dividends to the holders of the Convertible Preferred Stock as of the close of business on March 15, 2021. On April 15, 2021, the Company paid-in-kind $3.9 million of dividends to the holders of the Convertible Preferred Stock.

As of March 31, 2021, shares of Series A Preferred Stock and Series B Preferred Stock were convertible into shares of common stock at a conversion price of $6.84 per share and shares of Series C Preferred Stock were convertible into shares of common stock at a conversion price of $2.96 per share.

Initial Fair Value Allocation

Net proceeds from the sales of Series C Preferred Stock in 2021 were allocated on a fair value basis to the warrants issued together with the shares of the Series C Preferred Stock and on a relative fair value basis to the Series C Preferred Stock. The allocation of net cash proceeds from the sale of Series C Preferred Stock in March 2021 is as follows (in thousands):

			Allocation of Proceeds
					Series C
			*Series C*		*Preferred*
			*Warrants*		*Stock*
Gross proceeds	$	24,500
Equity issuance costs		54
Net proceeds - Initial Fair Value Allocation	$	24,446	$	817	$	23,629
Per balance sheet upon issuance			$	817	$	23,629

Common Stock Warrants

The Company revalues the Common Stock Warrants at each balance sheet date and recognized a loss of $2.0 million and a gain of $8.3 million during the three months ended March 31, 2021 and 2020, 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:

	*March 31,*			*December 31,*
	*2021*			*2020*
Stock price	$	2.67		$	2.09
Exercise price	$	0.01		$	0.01
Risk-free rate		0.1	%		0.1	%
Volatility		35.8	%		58.6	%
Term (years)		1.0			0.8

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 2 - Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Prepaid subscriptions	$ 477	$ 29
Prepaid insurance	117	314
Prepaid marketing and sponsorships	60	60
Other	164	267
Total prepaid expenses and other current assets	$ 818	$ 670

Note 12 - Commitments and Contingencies (Details Textual) - BND [Member] $ in Millions	3 Months Ended
	Mar. 31, 2021 USD ($)	Mar. 06, 2019 a
Area Available for Lease (Acre) \| a		984
Lessee, Operating Lease, Liability, to be Paid Per Quarter \| $	$ 1.5

Note 5 - Leases

3 Months Ended

Mar. 31, 2021

Lessee, Operating Leases [Text Block]

Note 5 — Leases

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

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

	*March 31,*		*December 31,*
	*2021*		*2020*
Office leases	$	290	$	429
Total operating lease right-of-use assets, net	$	290	$	429

Operating lease liabilities are as follows (in thousands):

	*March 31,*		*December 31,*
	*2021*		*2020*
Office leases	$	274	$	432
Total current lease liabilities	$	274	$	432

Operating lease expense is as follows (in thousands):

	*Three Months Ended March 31,*
	*2021*		*2020*
Office leases	$	150	$	205
Land leases		—		107
Total operating lease expense		150		312
Short-term lease expense		54		91
Land option expense		—		8
Total land option and lease expense	$	204	$	411

Maturity of operating lease liabilities as of March 31, 2021 are as follows (in thousands, except lease term and discount rate):

2021 (remaining)	$	282
2022		—
2023		—
2024		—
2025		—
Thereafter		—
Total undiscounted lease payments		282
Discount to present value		(8	)
Present value of lease liabilities	$	274

Weighted average remaining lease term - years		0.4
Weighted average discount rate - percent		12.0

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

	*Three Months Ended March 31,*
	*2021*		*2020*
Cash paid for amounts included in the measurement of operating lease liabilities:
Cash flows from operating activities	$	170	$	259

Note 4 - Property, Plant and Equipment (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Depreciation, Total	$ 48	$ 16

Note 5 - Leases - Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Operating lease expense	$ 150	$ 312
Short-term lease expense	54	91
Land option expense	0	8
Total land option and lease expense	204	411
Cash flows from operating activities	170	259
Office Leases [Member]
Operating lease expense	150	205
Land Leases [Member]
Operating lease expense	$ 0	$ 107

Note 9 - Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2021

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

	*Three Months Ended*
	*March 31,*
	*2021*			*2020*
Weighted average common shares outstanding:
Basic		118,262			117,353
Dilutive unvested stock, convertible preferred stock, Common Stock Warrants and IPO Warrants		—			—
Diluted		118,262			117,353

Basic and diluted net loss per share attributable to common stockholders	$	(0.06	)	$	(0.02	)

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

	*Three Months Ended*
	*March 31,*
	*2021*		*2020*
Unvested stock ⁽¹⁾		1,350		1,160
Convertible preferred stock		20,337		15,905
Common Stock Warrants		2,069		1,964
IPO Warrants⁽²⁾		12,082		12,082
Total potentially dilutive common shares		35,838		31,111

Note 4 - Property, Plant and Equipment

3 Months Ended

Mar. 31, 2021

Property, Plant and Equipment Disclosure [Text Block]

Note 4 — Property, Plant and Equipment

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

	*March 31,*			*December 31,*
	*2021*			*2020*
Fixed Assets
Computers	$	487		$	487
Furniture, fixtures, and equipment		464			464
Leasehold improvements		101			101
Total fixed assets		1,052			1,052
Less: accumulated depreciation		(708	)		(660	)
Total fixed assets, net		344			392
Project Assets (not placed in service)
Terminal		142,760			140,253
Pipeline		21,101			21,017
Total Terminal and Pipeline assets		163,861			161,270
Total property, plant and equipment, net	$	164,205		$	161,662

Depreciation expense was $48 thousand and $16 thousand for the three months ended March 31, 2021 and 2020, respectively.

Note 4 - Property, Plant and Equipment (Tables)

3 Months Ended

Mar. 31, 2021

Property, Plant and Equipment [Table Text Block]

	*March 31,*			*December 31,*
	*2021*			*2020*
Fixed Assets
Computers	$	487		$	487
Furniture, fixtures, and equipment		464			464
Leasehold improvements		101			101
Total fixed assets		1,052			1,052
Less: accumulated depreciation		(708	)		(660	)
Total fixed assets, net		344			392
Project Assets (not placed in service)
Terminal		142,760			140,253
Pipeline		21,101			21,017
Total Terminal and Pipeline assets		163,861			161,270
Total property, plant and equipment, net	$	164,205		$	161,662

Note 8 - Preferred Stock and Common Stock Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended			3 Months Ended
	Apr. 15, 2021	Apr. 12, 2021	May 31, 2019	Sep. 30, 2018	Aug. 31, 2018	Mar. 31, 2021	Mar. 31, 2020
Fair Value Adjustment of Warrants						$ 2,000	$ (8,300)
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
Preferred Stock, Convertible, Conversion Price (in dollars per share)						$ 6.84
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
Series C Convertible Preferred Stock [Member]
Temporary Equity, Stock Issued During Period, Shares, New Issues (in shares)						24,500
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						$ 24,500
Temporary Equity, Stock Issued During Period, Shares Issued for Services (in shares)						490
Preferred Stock, Convertible, Conversion Price (in dollars per share)						$ 2.96
Series C Convertible Preferred Stock [Member] \| Subsequent Event [Member]
Temporary Equity, Stock Issued During Period, Shares, New Issues (in shares)		10,000
Temporary Equity, Issued Price Per Share (in dollars per share)		$ 1,000
Temporary Equity, Stock Issued During Period, Value, New Issues		$ 10,000
Temporary Equity, Stock Issued During Period, Shares Issued for Services (in shares)		200
Convertible Preferred Stock [Member]
Temporary Equity, Issued Price Per Share (in dollars per share)						$ 1,000
Temporary Equity, Dividend Rate Percentage						12.00%
Dividends, Preferred Stock, Paid-in-kind						$ 3,900	$ 3,400
Convertible Preferred Stock [Member] \| Subsequent Event [Member]
Dividends, Preferred Stock, Paid-in-kind	$ 3,900

Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 39,290	$ 22,608
Prepaid expenses and other current assets	818	670
Total current assets	40,108	23,278
Property, plant and equipment, net	164,205	161,662
Operating lease right-of-use assets, net	290	429
Other non-current assets, net	17,478	16,299
Total assets	222,081	201,668
Current liabilities
Accounts payable	224	207
Share-based compensation liability	182	182
Accrued liabilities and other current liabilities	2,147	1,032
Current common stock warrant liabilities	4,520	3,290
Current operating lease liabilities	274	432
Total current liabilities	7,347	5,143
Non-current common stock warrant liabilities	2,499	874
Other non-current liabilities	23,000	22,916
Total liabilities	32,846	28,933
Commitments and contingencies (Note 12)
Stockholders’ equity
Common stock, $0.0001 par value Authorized: 480.0 million shares at March 31, 2021 and December 31, 2020 Issued and outstanding: 118.3 million shares and 117.8 million shares at March 31, 2021 and December 31, 2020, respectively	12	12
Treasury stock: 269,354 shares and 249,742 shares at March 31, 2021 and December 31, 2020, respectively, at cost	(1,075)	(1,031)
Preferred stock, $0.0001 par value Authorized: 0.8 million, after designation of the Series A, Series B and Series C Convertible Preferred Stock Issued and outstanding: none at March 31, 2021 and December 31, 2020	0	0
Additional paid-in-capital	202,176	209,481
Accumulated deficit	(151,688)	(148,030)
Total stockholders’ equity	49,425	60,432
Total liabilities, convertible preferred stock and stockholders’ equity	222,081	201,668
Series A Convertible Preferred Stock [Member]
Current liabilities
Convertible Preferred Stock	57,516	55,522
Series B Convertible Preferred Stock [Member]
Current liabilities
Convertible Preferred Stock	58,665	56,781
Series C Convertible Preferred Stock [Member]
Current liabilities
Convertible Preferred Stock	$ 23,629	$ 0

Note 8 - Preferred Stock and Common Stock Warrants - Allocation of Net Cash Proceeds (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Proceeds from equity issuance	$ 24,500	$ 0
Series B Warrants [Member]
Net proceeds - Initial Fair Value Allocation	817
Per balance sheet upon issuance	817
Convertible Preferred Stock [Member]
Proceeds from equity issuance	24,500
Equity issuance costs	54
Net proceeds - Initial Fair Value Allocation	24,446
Series B Convertible Preferred Stock [Member]
Net proceeds - Initial Fair Value Allocation	23,629
Per balance sheet upon issuance	$ 23,629

Note 5 - Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Operating lease right-of-use assets, net	$ 290	$ 429
Current lease liabilities	274	432
Office Leases [Member]
Operating lease right-of-use assets, net	290	429
Current lease liabilities	$ 274	$ 432

Note 14 - Subsequent Events

3 Months Ended

Mar. 31, 2021

Subsequent Events [Text Block]

Note 14 — Subsequent Events

Series C Preferred Stock

On April 12, 2021, pursuant to the Series C Convertible Preferred Stock Agreement, dated as of March 26, 2021, by and between the Company and OGCI Climate Investments Holdings LLP (“OGCI”), the Company issued to OGCI (i) 10,000 shares of Series C Preferred Stock at $1,000 per share for a purchase price of $10 million, (ii) an additional 200 shares of Series C Preferred Stock as an origination fee and (iii) warrants representing the right to acquire in the aggregate a number of shares of the Company's common stock equal to approximately 14.2 basis points (0.142%) of all outstanding shares of common stock, measured on a fully diluted basis, on the exercise date for an exercise price of $0.01 per share.

Leases

As described in Note 12 - Commitments and Contingencies, the Rio Grande Site Lease Amendment further provides that Rio Grande has the right, exercisable in its sole discretion, to extend the Effective Date to May 6, 2022 by providing the BND with written notice of its election no later than the close of business on the Effective Date. On April 28, 2021, Rio Grande delivered a notice to the Port of Brownsville electing to extend the Effective Date of the Rio Grande Site Lease Amendment to May 6, 2022.

On April 30, 2021, the Company amended the lease agreement for its corporate headquarters to extend the lease termination date from September 30, 2021 to December 31, 2022. The Company's commitment under the amended lease agreement in 2021 and 2022 is approximately $0.1 million and $0.7 million, respectively.

The Company has evaluated subsequent events through May 13, 2021, the date the financial statements were issued. Any material subsequent events that occurred during this time have been properly recognized and/or disclosed in these financial statements.

Consolidated Statement of Stockholders' Equity and Convertible Preferred Stock (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Common Stock [Member]	Treasury Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Series A Convertible Preferred Stock [Member]	Series B Convertible Preferred Stock [Member]	Series C Convertible Preferred Stock [Member]	Total
Balance (in shares) at Dec. 31, 2019	117,329	137
Balance at Dec. 31, 2019	$ 12	$ (685)	$ 224,091	$ (133,701)	$ 48,084	$ 49,814		$ 89,717
Share-based compensation	$ 0	$ 0	(1,600)	0	0	0		(1,600)
Restricted stock vesting (in shares)	70	0
Restricted stock vesting	$ 0	$ 0	0	0	0	0		0
Shares repurchased related to share-based compensation (in shares)	(11)	11
Shares repurchased related to share-based compensation	$ 0	$ (57)	0	0	0	0		(57)
Preferred stock dividends	0	0	(3,443)	0				(3,443)
Preferred stock dividends					1,757	1,673		3,443
Deemed dividends - accretion of beneficial conversion feature	0	0	(76)	0	76	0		(76)
Net income (loss)	$ 0	$ 0	0	902	0	0		902
Balance (in shares) at Mar. 31, 2020	117,388	148
Balance at Mar. 31, 2020	$ 12	$ (742)	218,972	(132,799)	49,917	51,487		85,443
Balance (in shares) at Dec. 31, 2020	117,829	249
Balance at Dec. 31, 2020	$ 12	$ (1,031)	209,481	(148,030)	55,522	56,781	$ 0	60,432
Share-based compensation	$ 0	$ 0	(3,414)	0	0	0	0	(3,414)
Restricted stock vesting (in shares)	134	0
Restricted stock vesting	$ 0	$ 0	0	0	0	0	0	0
Shares repurchased related to share-based compensation (in shares)	(20)	20
Shares repurchased related to share-based compensation	$ 0	$ (44)	0	0	0	0	0	(44)
Stock dividend (in shares)	399	0
Stock dividend	$ 0	$ 0	0	0	0	0	0	0
Issuance of Series C Convertible Preferred Stock (in shares)	0	0
Issuance of Series C Convertible Preferred Stock	$ 0	$ 0	0	0	0	0	23,629	0
Preferred stock dividends	0	0	(3,875)	0				(3,875)
Preferred stock dividends					1,978	1,884	0	3,875
Deemed dividends - accretion of beneficial conversion feature	0	0	(16)	0	16	0	0	(16)
Net income (loss)	$ 0	$ 0	0	(3,658)	0	0	0	(3,658)
Balance (in shares) at Mar. 31, 2021	118,342	269
Balance at Mar. 31, 2021	$ 12	$ (1,075)	$ 202,176	$ (151,688)	$ 57,516	$ 58,665	$ 23,629	$ 49,425

Note 9 - Net Loss Per Share - Basic and Diluted Common Shares (Details) - $ / shares shares in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Basic (in shares)	118,262	117,353
Dilutive unvested stock, convertible preferred stock, Common Stock Warrants and IPO Warrants (in shares)	0	0
Diluted (in shares)	118,262	117,353
Net loss per common share - basic and diluted (in dollars per share)	$ (0.06)	$ (0.02)

Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares shares in Thousands	Mar. 31, 2021	Dec. 31, 2020
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	480,000	480,000
Common stock, shares issued (in shares)	118,300	117,800
Common stock, shares outstanding (in shares)	118,300	117,800
Treasury stock, shares (in shares)	269,354	249,742
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	800,000	800,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Series A Convertible Preferred Stock [Member]
Temporary equity, liquidation preference (in dollars per share)	$ 1,000	$ 1,000
Temporary equity, shares issued (in shares)	67,485	65,507
Temporary equity, shares outstanding (in shares)	67,485	65,507
Series B Convertible Preferred Stock [Member]
Temporary equity, liquidation preference (in dollars per share)	$ 1,000	$ 1,000
Temporary equity, shares issued (in shares)	64,496	62,612
Temporary equity, shares outstanding (in shares)	64,496	62,612
Series C Convertible Preferred Stock [Member]
Temporary equity, liquidation preference (in dollars per share)	$ 1,000	$ 1,000
Temporary equity, shares issued (in shares)	24,990	0
Temporary equity, shares outstanding (in shares)	24,990	0

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2021	May 07, 2021
Document Information [Line Items]
Entity Central Index Key	0001612720
Entity Registrant Name	NextDecade Corp.
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2021
Document Transition Report	false
Entity File Number	001-36842
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-5723951
Entity Address, Address Line One	1000 Louisiana Street, Suite 3900
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77002
City Area Code	713
Local Phone Number	574-1880
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	NEXT
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		122,201,565

Note 7 - Accrued Liabilities and Other Current Liabilities

3 Months Ended

Mar. 31, 2021

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

Note 7 — Accrued Liabilities and Other Current Liabilities

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

	*March 31,*		*December 31,*
	*2021*		*2020*
Employee compensation expense	$	1,265	$	14
Terminal costs		395		650
Accrued legal services		61		5
Other accrued liabilities		426		363
Total accrued liabilities and other current liabilities	$	2,147	$	1,032

Note 3 - Sale of Equity Interests in Rio Bravo (Details Textual) - Rio Bravo [Member] - USD ($) $ in Millions	Mar. 02, 2020	Feb. 13, 2020	Mar. 31, 2021
Equity Method Investment, Ownership Percentage		100.00%
Disposal Group, Including Discontinued Operation, Consideration	$ 19.4
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 10 - Share-based Compensation

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Text Block]

Note 10 — Share-based Compensation

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

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

	*Three months Ended*
	*March 31,*
	*2021*		*2020*
Share-based compensation:
Equity awards	$	(3,414)	$	(1,600)
Liability awards		—		—
Total share-based compensation		(3,414)		(1,600)
Capitalized share-based compensation		(315)		(260)
Total share-based compensation expense	$	(3,729)	$	(1,860)

Note 8 - Preferred Stock and Common Stock Warrants (Tables)

3 Months Ended

Mar. 31, 2021

Schedule of Allocation of Net Cash Proceeds [Table Text Block]

			Allocation of Proceeds
					Series C
			*Series C*		*Preferred*
			*Warrants*		*Stock*
Gross proceeds	$	24,500
Equity issuance costs		54
Net proceeds - Initial Fair Value Allocation	$	24,446	$	817	$	23,629
Per balance sheet upon issuance			$	817	$	23,629

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

	*March 31,*			*December 31,*
	*2021*			*2020*
Stock price	$	2.67		$	2.09
Exercise price	$	0.01		$	0.01
Risk-free rate		0.1	%		0.1	%
Volatility		35.8	%		58.6	%
Term (years)		1.0			0.8

Note 13 - Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2021

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

Note 13 — Recent Accounting Pronouncements

The following table provides a brief description of recent accounting standards that have not been adopted by the Company as of March 31, 2021:

Standard

Description

Expected Date of Adoption

Effect on our Consolidated Financial Statements or Other Significant Matters

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

(Subtopic 815-40)

This standard requires entities to provide expanded disclosures about the terms and features of
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.

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+ Details

Note 7 - Accrued Liabilities and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2021

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

	*March 31,*		*December 31,*
	*2021*		*2020*
Employee compensation expense	$	1,265	$	14
Terminal costs		395		650
Accrued legal services		61		5
Other accrued liabilities		426		363
Total accrued liabilities and other current liabilities	$	2,147	$	1,032

Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Revenues	$ 0	$ 0
Operating expenses
General and administrative expense	1,369	6,814
Land option and lease expense	204	411
Depreciation expense	48	16
Total operating expenses	1,621	7,241
Total operating loss	(1,621)	(7,241)
Other income (expense)
(Loss) gain on common stock warrant liabilities	(2,038)	8,339
Loss on redemption of investment securities	0	(412)
Interest income, net	1	233
Other	0	(17)
Total other (expense) income	(2,037)	8,143
Net ( loss) income attributable to NextDecade Corporation	(3,658)	902
Preferred stock dividends	(3,875)	(3,443)
Deemed dividends on Series A Convertible Preferred Stock	(16)	(76)
Net loss attributable to common stockholders	$ (7,549)	$ (2,617)
Net loss per common share - basic and diluted (in dollars per share)	$ (0.06)	$ (0.02)
Weighted average shares outstanding - basic and diluted (in shares)	118,262	117,353

Note 1 - Background and Basis of Presentation

3 Months Ended

Mar. 31, 2021

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”) and the reduction of CO₂ emissions. We have focused and continue to focus our development activities on the Rio Grande LNG terminal facility at the Port of Brownsville in southern Texas (the “Terminal”) and a carbon capture and storage project at the Terminal (the “CCS project”).

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2020. In our opinion, all adjustments, consisting only of normal recurring items, which are considered necessary for a fair presentation of the unaudited consolidated financial statements, have been included. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the operating results for the full year.

Note 9 - Net Loss Per Share (Details Textual) - $ / shares shares in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2015
Securities Excluded from Computation of Earnings Per Share Amount, Performance Conditions (in shares)	2.6	2.8
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 6 - Other Non-current Assets

3 Months Ended

Mar. 31, 2021

Other Assets Disclosure [Text Block]

Note 6 — Other Non-Current Assets

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

	*March 31,*		*December 31,*
	*2021*		*2020*
Permitting costs⁽¹⁾	$	7,385	$	7,385
Enterprise resource planning system, net		1,451		1,805
Rio Grande Site Lease initial direct costs		8,642		7,109
Total other non-current assets, net	$	17,478	$	16,299

⁽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 2 - Prepaid Expenses and Other Current Assets

3 Months Ended

Mar. 31, 2021

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):

	*March 31,*		*December 31,*
	*2021*		*2020*
Prepaid subscriptions	$	477	$	29
Prepaid insurance		117		314
Prepaid marketing and sponsorships		60		60
Other		164		267
Total prepaid expenses and other current assets	$	818	$	670

Note 9 - Net Loss Per Share

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Text Block]

Note 9 — Net Loss Per Share

The following table (in thousands, except for loss per share) reconciles basic and diluted weighted average common shares outstanding for each of the three months ended March 31, 2021 and 2020:

	*Three Months Ended*
	*March 31,*
	*2021*			*2020*
Weighted average common shares outstanding:
Basic		118,262			117,353
Dilutive unvested stock, convertible preferred stock, Common Stock Warrants and IPO Warrants		—			—
Diluted		118,262			117,353

Basic and diluted net loss per share attributable to common stockholders	$	(0.06	)	$	(0.02	)

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

	*Three Months Ended*
	*March 31,*
	*2021*		*2020*
Unvested stock ⁽¹⁾		1,350		1,160
Convertible preferred stock		20,337		15,905
Common Stock Warrants		2,069		1,964
IPO Warrants⁽²⁾		12,082		12,082
Total potentially dilutive common shares		35,838		31,111

⁽¹⁾	Does not include 2.6 million shares for the three months ended March 31, 2021 and 2.8 million shares for the three months ended March 31, 2020, of unvested stock because the performance conditions had not yet been satisfied as of March 31, 2021 and 2020, 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 3 - Sale of Equity Interests in Rio Bravo

3 Months Ended

Mar. 31, 2021

Equity Method Investments and Joint Ventures Disclosure [Text Block]

Note 3 — Sale of Equity Interests in Rio Bravo

On March 2, 2020, NextDecade LLC closed the transactions (the “Closing”) contemplated by that certain Omnibus Agreement, dated February 13, 2020, with Spectra Energy Transmission II, LLC, a wholly owned subsidiary of Enbridge Inc. (“Buyer”), pursuant to which NextDecade LLC sold one hundred percent of the equity interests (the “Equity Interests”) in Rio Bravo Pipeline Company, LLC (“Rio Bravo”) to Buyer for consideration of approximately $19.4 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. Rio Bravo is developing a proposed interstate natural gas pipeline (the “Pipeline”) to supply natural gas to 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 fails to issue a full notice to proceed to the EPC Contractor on or prior to December 31, 2023, Buyer has the right to sell the Equity Interests back to NextDecade LLC and NextDecade LLC has the right to repurchase the Equity Interests from Buyer, in each case at a price not to exceed $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 March 31, 2021.

Note 8 - Preferred Stock and Common Stock Warrants - Fair Value Assumptions (Details)	Mar. 31, 2021	Dec. 31, 2020
Measurement Input, Share Price [Member]
Warrant measurement input	2.67	2.09
Measurement Input, Exercise Price [Member]
Warrant measurement input	0.01	0.01
Measurement Input, Risk Free Interest Rate [Member]
Warrant measurement input	0.001	0.001
Measurement Input, Price Volatility [Member]
Warrant measurement input	0.358	0.586
Measurement Input, Expected Term [Member]
Warrant measurement input	1.0	0.8

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Operating activities:
Net loss (income) attributable to NextDecade Corporation	$ (3,658)	$ 902
Adjustment to reconcile net loss (income) to net cash used in operating activities
Depreciation	48	16
Share-based compensation expense (forfeiture)	(3,729)	(1,860)
Loss (gain) on common stock warrant liabilities	2,038	(8,339)
Realized loss on investment securities	0	423
Amortization of right-of-use assets	139	324
Amortization of other non-current assets	354	177
Changes in operating assets and liabilities:
Prepaid expenses	(169)	(218)
Accounts payable	(45)	(28)
Operating lease liabilities	(158)	(271)
Accrued expenses and other liabilities	1,390	(5,364)
Net cash used in operating activities	(3,790)	(14,238)
Investing activities:
Acquisition of property, plant and equipment	(2,384)	(13,826)
Acquisition of other non-current assets	(1,533)	(6,107)
Proceeds from sale of investment securities	0	61,972
Purchase of investment securities	0	(188)
Net cash (used in) provided by investing activities	(3,917)	41,851
Financing activities:
Proceeds from sale of Rio Bravo	0	15,000
Proceeds from equity issuance	24,500	0
Preferred stock dividends	(13)	(13)
Equity issuance costs	(54)	0
Shares repurchased related to share-based compensation	(44)	(57)
Net cash provided by financing activities	24,389	14,930
Net increase in cash and cash equivalents	16,682	42,543
Cash and cash equivalents – beginning of period	22,608	15,736
Cash and cash equivalents – end of period	39,290	58,279
Non-cash investing activities:
Accounts payable for acquisition of property, plant and equipment	79	3,341
Accrued liabilities for acquisition of property, plant and equipment	395	7,862
Pipeline assets obtained in exchange for other non-current liabilities	84	0
Non-cash financing activities:
Paid-in-kind dividends on Series A and Series B Convertible Preferred Stock	3,862	3,430
Accretion of deemed dividends on Series A Convertible Preferred Stock	$ 16	$ 76

Note 10 - Share-based Compensation (Tables)

3 Months Ended

Mar. 31, 2021

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

	*Three months Ended*
	*March 31,*
	*2021*		*2020*
Share-based compensation:
Equity awards	$	(3,414)	$	(1,600)
Liability awards		—		—
Total share-based compensation		(3,414)		(1,600)
Capitalized share-based compensation		(315)		(260)
Total share-based compensation expense	$	(3,729)	$	(1,860)

Note 6 - Other Non-current Assets (Tables)

3 Months Ended

Mar. 31, 2021

Schedule of Other Assets, Noncurrent [Table Text Block]

	*March 31,*		*December 31,*
	*2021*		*2020*
Permitting costs⁽¹⁾	$	7,385	$	7,385
Enterprise resource planning system, net		1,451		1,805
Rio Grande Site Lease initial direct costs		8,642		7,109
Total other non-current assets, net	$	17,478	$	16,299

Note 10 - Share-based Compensation - Summary of Share-based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Equity awards	$ (3,414)	$ (1,600)
Liability awards	0	0
Total share-based compensation	(3,414)	(1,600)
Capitalized share-based compensation	(315)	(260)
Total share-based compensation expense	$ (3,729)	$ (1,860)

Note 11 - Income Taxes (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Tax Expense (Benefit), Total	$ 0	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Note 12 - Commitments and Contingencies

3 Months Ended

Mar. 31, 2021