0001437749-22-007396 | 10-K | XBRL Viewer

Significant Accounting Policies [Text Block]

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 and cash equivalent 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.

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 or 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.

Leases

The Company determines if a contractual arrangement represents or contains a lease at inception. Operating leases with lease terms greater than twelve months are included in Operating lease right-of-use assets and Operating lease liabilities in the Consolidated Balance Sheets.

Operating lease right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term. The Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. The right-of-use assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company has lease arrangements that include both lease and non-lease components. The Company accounts for non-lease components separately from the lease component.

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 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 Common Stock Warrant liabilities as disclosed in Note 9 – 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 11 – 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, 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, 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.

Segments

The Company's chief operating decision maker allocates resources and assesses financial performance on a consolidated basis. As such, for purposes of financial reporting under GAAP during the years ended December 31, 2021 and 2020, the Company operated as a single operating segment.

Smaller Reporting Company

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.

Note 3 - Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 2021

Prepaid Expense and Other Current Assets [Text Block]

Note 3 — Prepaid Expenses and Other Current Assets

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

	*December 31,*		*December 31,*
	*2021*		*2020*
Prepaid subscriptions	$	85	$	29
Prepaid insurance		272		314
Prepaid marketing and sponsorships		60		60
Other		418		267
Total prepaid expenses and other current assets	$	835	$	670

Note 5 - Property, Plant and Equipment

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment Disclosure [Text Block]

Note 5 — Property, Plant and Equipment

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

	*December 31,*			*December 31,*
	*2021*			*2020*
Fixed Assets
Computers	$	633		$	487
Furniture, fixtures, and equipment		464			464
Leasehold improvements		101			101
Total fixed assets		1,198			1,052
Less: accumulated depreciation		(844	)		(660	)
Total fixed assets, net		354			392
Terminal and Pipeline Assets (not placed in service)
Terminal		152,445			140,253
Pipeline		21,017			21,017
Total Terminal and Pipeline assets		173,462			161,270
Total property, plant and equipment, net	$	173,816		$	161,662

Depreciation expense for the years ended December 31, 2021 and 2020 was $184 thousand and $196 thousand, respectively.

Note 7 - Other Non-current Assets

12 Months Ended

Dec. 31, 2021

Other Assets Disclosure [Text Block]

Note 7 — Other Non-Current Assets

Other non-current assets consisted of the following (in thousands):	*December 31,*		*December 31,*
	*2021*		*2020*
Permitting costs⁽¹⁾	$	7,609	$	7,385
Enterprise resource planning system, net		389		1,805
Rio Grande Site Lease initial direct costs		13,314		7,109
Total other non-current assets, net	$	21,312	$	16,299

⁽¹⁾

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

Note 8 - Accrued Liabilities and Other Current Liabilities

12 Months Ended

Dec. 31, 2021

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):

	*December 31,*		*December 31,*
	*2021*		*2020*
Employee compensation expense	$	4,358	$	14
Terminal asset costs		926		650
Accrued legal services		70		5
Other accrued liabilities		437		363
Total accrued liabilities and other current liabilities	$	5,791	$	1,032

Note 10 - Shareholders' Equity

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note Disclosure [Text Block]

Note 10 — Stockholders' Equity

Common Stock Purchase Agreement

On October 24, 2019, the Company entered into a Common Stock Purchase Agreement with Ninteenth Investment Company LLC, an affiliate of Mubadala Investment Company PJSC (the “Purchaser”). During the year ended December 31, 2021, the Company issued an additional 797,450 shares of Company common stock to the Purchaser pursuant to the terms of the Common Stock Purchase Agreement.

At-the-Market Program

In August 2021, the Company entered into an at-the-market sales agreement with Virtu Americas LLC (“Virtu”) pursuant to which the Company may sell shares of Company common stock from time to time through Virtu acting as sales agent, for aggregate proceeds of up to $50 million. During the year ended December 31, 2021, the Company sold approximately 0.2 million shares for proceeds, net of placement fees, of approximately $0.6 million.

Common Stock Warrants

During the year ended December 31, 2021, Common Stock Warrants were exercised by certain holders of Series A Preferred Stock and Series B Preferred Stock. In connection with the exercises of Common Stock Warrants, the Company issued an aggregate of approximately 1.5 million shares of Company common stock.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Note 15 - Recent Accounting Pronouncements

12 Months Ended

Dec. 31, 2021

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

Note 15 — Recent Accounting Pronouncements

The following table provides a brief description of recent accounting standards that have not been adopted by the Company during the reporting period:

Standard		Description		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 adopted this standard using the modified retrospective approach, which did not have an effect 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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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
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-Section 65
-Paragraph 2
-Publisher FASB
-Subparagraph (c)

+ Details

Note 16 - Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events [Text Block]

Note 16 — Subsequent Events

Series C Preferred Stock

On March 3, 2022, pursuant to the Series C Convertible Preferred Stock Agreement, dated as of February 28, 2022, by and between the Company and TEP Next Decade, LLC (“TEP Next Decade”), the Company issued to TEP Next Decade (i) 5,000 shares of Series C Preferred Stock at $1,000 per share for a purchase price of $5.0 million, (ii) an additional 100 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 7.1 basis points (0.071%) 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.

On March 14, 2022, pursuant to the Series C Convertible Preferred Stock Agreement, dated as of March 10, 2022, by and between the Company and Avenue Energy Opportunities Fund II, L.P. (“Avenue”), the Company issued to Avenue (i) 5,500 shares of Series C Preferred Stock at $1,000 per share for a purchase price of $5.5 million, (ii) an additional 110 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 7.81 basis points (0.0781%) 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.

We have evaluated subsequent events through March 28, 2022, 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 consolidated financial statements.

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Use of Estimates, Policy [Policy Text Block]

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.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

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 and cash equivalent 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 and Cash Equivalents, Policy [Policy Text Block]

Cash Equivalents

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

Property, Plant and Equipment, Policy [Policy Text Block]

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 or 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.

Lessee, Leases [Policy Text Block]

Leases

The Company determines if a contractual arrangement represents or contains a lease at inception. Operating leases with lease terms greater than twelve months are included in Operating lease right-of-use assets and Operating lease liabilities in the Consolidated Balance Sheets.

Operating lease right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term. The Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. The right-of-use assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company has lease arrangements that include both lease and non-lease components. The Company accounts for non-lease components separately from the lease component.

Warrants [Policy Text Block]

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 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, Policy [Policy Text Block]

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 Common Stock Warrant liabilities as disclosed in Note 9 – 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 [Policy Text Block]

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.

Earnings Per Share, Policy [Policy Text Block]

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 11 – Net Loss Per Share Attributable to Common Stockholders.

Share-based Payment Arrangement [Policy Text Block]

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, 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, 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 Tax, Policy [Policy Text Block]

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.

Segment Reporting, Policy [Policy Text Block]

Segments

The Company's chief operating decision maker allocates resources and assesses financial performance on a consolidated basis. As such, for purposes of financial reporting under GAAP during the years ended December 31, 2021 and 2020, the Company operated as a single operating segment.

Smaller Reporting Company [Policy Text Block]

Smaller Reporting Company

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.

Note 3 - Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2021

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

	*December 31,*		*December 31,*
	*2021*		*2020*
Prepaid subscriptions	$	85	$	29
Prepaid insurance		272		314
Prepaid marketing and sponsorships		60		60
Other		418		267
Total prepaid expenses and other current assets	$	835	$	670

Note 5 - Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Table Text Block]

	*December 31,*			*December 31,*
	*2021*			*2020*
Fixed Assets
Computers	$	633		$	487
Furniture, fixtures, and equipment		464			464
Leasehold improvements		101			101
Total fixed assets		1,198			1,052
Less: accumulated depreciation		(844	)		(660	)
Total fixed assets, net		354			392
Terminal and Pipeline Assets (not placed in service)
Terminal		152,445			140,253
Pipeline		21,017			21,017
Total Terminal and Pipeline assets		173,462			161,270
Total property, plant and equipment, net	$	173,816		$	161,662

Note 6 - Leases (Tables)

12 Months Ended

Dec. 31, 2021

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

		*December 31,*		*December 31,*
		*2021*		*2020*
Office leases	$	590	$	429
Land leases		—		—
Total operating lease right-of-use assets, net	$	590	$	429

		*December 31,*		*December 31,*
		*2021*		*2020*
Office leases	$	596	$	432
Land leases		—		—
Total current lease liabilities		596		432
Non-current office leases		—		—
Non-current land leases		—		—
Total lease liabilities	$	596	$	432

Lease, Cost [Table Text Block]

		*December 31,*		*December 31,*
		*2021*		*2020*
Office leases	$	627	$	829
Land leases		—		446
Total operating lease expense		627		1,275
Short-term lease expense		278		319
Land option expense		—		9
Total land option and lease expense	$	905	$	1,603

		*December 31,*		*December 31,*
		*2021*		*2020*
Cash paid for amounts included in the measurement of operating lease liabilities:
Cash flows from operating activities	$	624	$	1,004
Noncash right-of-use assets recorded for operating lease liabilities:
In exchange for new operating lease liabilities during the period		712		605

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

2022	$	633
2023		—
2024		—
2025		—
2026		—
Thereafter		—
Total undiscounted lease payments		633
Discount to present value		(37	)
Present value of lease liabilities	$	596

Note 7 - Other Non-current Assets (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of Other Assets, Noncurrent [Table Text Block]

Other non-current assets consisted of the following (in thousands):	*December 31,*		*December 31,*
	*2021*		*2020*
Permitting costs⁽¹⁾	$	7,609	$	7,385
Enterprise resource planning system, net		389		1,805
Rio Grande Site Lease initial direct costs		13,314		7,109
Total other non-current assets, net	$	21,312	$	16,299

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

12 Months Ended

Dec. 31, 2021

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

	*December 31,*		*December 31,*
	*2021*		*2020*
Employee compensation expense	$	4,358	$	14
Terminal asset costs		926		650
Accrued legal services		70		5
Other accrued liabilities		437		363
Total accrued liabilities and other current liabilities	$	5,791	$	1,032

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

12 Months Ended

Dec. 31, 2021

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

				*Year Ended December 31, 2021*
						*Series C*
				*Series C*		*Preferred*
				*Warrants*		*Stock*
Gross proceeds	$	39,500
Equity issuance costs		(62	)
Net proceeds - Initial Fair Value Allocation	$	39,438		$	1,631	$	37,807
Per balance sheet upon issuance				$	1,631	$	37,807

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

	*December 31,*			*December 31,*
	*2021*			*2020*
Stock price	$	2.85		$	2.09
Exercise price	$	0.01		$	0.01
Risk-free rate		0.1	%		0.1	%
Volatility		62.6	%		58.6	%
Term (years)		1.6			0.8

Note 11 - Net Loss Per Share Attributable to Common Stockholders (Tables)

12 Months Ended

Dec. 31, 2021

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

	*Year Ended*
	*December 31,*
	*2021*			*2020*
Weighted average common shares outstanding:
Basic		119,201			117,524
Dilutive unvested stock, convertible preferred stock, Common Stock Warrants and IPO Warrants		—			—
Diluted		119,201			117,524

Basic and diluted net loss per share attributable to common stockholders	$	(0.34	)	$	(0.24	)

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

	*Year Ended*
	*December 31,*
	*2021*		*2020*
Unvested stock ⁽¹⁾		1,662		916
Convertible preferred stock		30,754		16,635
Common Stock Warrants		2,207		1,976
IPO Warrants⁽²⁾		12,082		12,082
Total potentially dilutive common shares		46,705		31,609

Note 12 - Share-based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

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

	*Year Ended*
	*December 31,*
	*2021*			*2020*
Share-based compensation:
Equity awards	$	(4,541	)	$	(155	)
Liability awards		—			—
Total share-based compensation		(4,541	)		(155	)
Capitalized share-based compensation		228			(186	)
Total share-based compensation expense	$	(4,313	)	$	(341	)

Nonvested Restricted Stock Shares Activity [Table Text Block]

	*Shares*			*Weighted Average Grant Date Fair Value Per Share*
Non-vested at January 1, 2021		3,511		$	8.05
Granted		1,312			2.80
Vested		(660	)		5.50
Forfeited		(1,125	)		9.21
Non-vested at December 31, 2021		3,038		$	5.88

Schedule of Nonvested Restricted Stock Units Activity [Table Text Block]

	*Shares*			*Weighted Average Grant Date Fair Value Per Share*
Non-vested at January 1, 2021		—			—
Granted		7,154			3.31
Vested		—			—
Forfeited		(50	)		3.31
Non-vested at December 31, 2021		7,104		$	3.31

Note 13 - Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

	*Year Ended*
	*December 31,*
	*2021*			*2020*
U.S. federal statutory rate, beginning of year		21	%		21	%
Officers' compensation		—			2
Other		(4	)		(3	)
Valuation allowance		(17	)		(20	)
Effective tax rate as reported		—	%		—	%

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

	*Year Ended*
	*December 31,*
	*2021*			*2020*
Deferred tax assets
Net operating loss carryforwards and credits	$	25,742		$	20,698
Employee compensation		570			—
Share-based compensation expense		2,053			3,813
Property, plant and equipment		753			725
Common stock warrant liabilities		83			—
Operating lease liabilities		125			91
Other		55			54
Less: valuation allowance		(26,461	)		(22,669	)
Total deferred tax assets		2,920			2,712

Deferred tax liabilities
Common stock warrant liabilities		—			(1,129	)
Operating lease Right-of-use assets		(2,920	)		(1,583	)
Total deferred tax liabilities		(2,920	)		(2,712	)

Net deferred tax assets (liabilities)	$	—		$	—

Note 1 - Background and Basis of Presentation (Details Textual) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Ending Balance	$ 25,552	$ 22,608	$ 15,736

Note 3 - Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Prepaid subscriptions	$ 85	$ 29
Prepaid insurance	272	314
Prepaid marketing and sponsorships	60	60
Other	418	267
Total prepaid expenses and other current assets	$ 835	$ 670

Note 4 - Sale of Equity Interests in Rio Bravo (Details Textual) - Rio Bravo [Member] - USD ($) $ in Millions	Mar. 02, 2020	Feb. 13, 2020	Dec. 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 5 - Property, Plant and Equipment (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Depreciation, Total	$ 184	$ 196

Note 5 - Property, Plant and Equipment - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, plant and equipment, net	$ 173,816	$ 161,662
Computer Equipment [Member]
Property, plant and equipment, gross	633	487
Furniture and Fixtures [Member]
Property, plant and equipment, gross	464	464
Leasehold Improvements [Member]
Property, plant and equipment, gross	101	101
Excluding Construction in Progress [Member]
Property, plant and equipment, gross	1,198	1,052
Less: accumulated depreciation	(844)	(660)
Property, plant and equipment, net	354	392
Construction in Progress [Member]
Property, plant and equipment, gross	173,462	161,270
Construction in Progress [Member] \| Rio Grande [Member]
Property, plant and equipment, gross	152,445	140,253
Construction in Progress [Member] \| Rio Bravo [Member]
Property, plant and equipment, gross	$ 21,017	$ 21,017

Note 6 - Leases (Details Textual)	Mar. 06, 2019 a	Dec. 31, 2021 a
BND [Member]
Area Available for Lease (Acre)	984
Lessee, Operating Lease, Term of Contract (Year)	30 years
Lessee, Operating Lease, Number of Consecutive Renewal Term	2
Lessee, Operating Lease, Renewal Term (Year)	10 years
Houston, Texas [Member]
Area of Real Estate Property (Acre)		25,600

Note 6 - Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Operating lease right-of-use assets, net	$ 590	$ 429
Current lease liabilities	596	432
Lease liabilities	596	432
Office Leases [Member]
Operating lease right-of-use assets, net	590	429
Current lease liabilities	596	432
Non-current leases	0	0
Land Leases [Member]
Operating lease right-of-use assets, net	0	0
Current lease liabilities	0	0
Non-current leases	$ 0	$ 0

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

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Operating lease expense

^[1]

$ 627

$ 1,275

Short-term lease expense

278

319

Land option expense

Total land option and lease expense

905

1,603

Cash flows from operating activities

624

1,004

In exchange for new operating lease liabilities during the period

712

605

Office Leases [Member]

Operating lease expense

627

829

Land Leases [Member]

Operating lease expense

$ 0

$ 446

[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	Dec. 31, 2021	Dec. 31, 2020
2022	$ 633
2023	0
2024	0
2025	0
2026	0
Thereafter	0
Total undiscounted lease payments	633
Discount to present value	(37)
Present value of lease liabilities	$ 596	$ 432

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

Dec. 31, 2021

Dec. 31, 2020

Permitting costs

^[1]

$ 7,609

$ 7,385

Enterprise resource planning system, net

389

1,805

Rio Grande Site Lease initial direct costs

13,314

7,109

Total other non-current assets, net

$ 21,312

$ 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 8 - Accrued Liabilities and Other Current Liabilities - Summary of Accrued Liabilities and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Employee compensation expense	$ 4,358	$ 14
Terminal asset costs	926	650
Accrued legal services	70	5
Other accrued liabilities	437	363
Total accrued liabilities and other current liabilities	$ 5,791	$ 1,032

Note 9 - Preferred Stock and Common Stock Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended			3 Months Ended	6 Months Ended	12 Months Ended
	Jan. 18, 2022	Jul. 31, 2021	Apr. 30, 2021	Mar. 31, 2021	Mar. 31, 2021	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2021	Dec. 31, 2019
Gain (Loss) on Revaluation of Warrants							$ (2,533)	$ 7,870
Series A Convertible Preferred Stock [Member]
Temporary Equity, Shares Outstanding (in shares)							73,713,000	65,507,000		58,197
Temporary Equity, Par or Stated Value Per Share (in dollars per share)										$ 0.0001
Preferred Stock, Convertible, Conversion Price (in dollars per share)							$ 6.53
Series B Convertible Preferred Stock [Member]
Temporary Equity, Shares Outstanding (in shares)							70,433,000	62,612,000		55,645
Temporary Equity, Par or Stated Value Per Share (in dollars per share)										$ 0.0001
Preferred Stock, Convertible, Conversion Price (in dollars per share)							$ 6.57
Series C Convertible Preferred Stock [Member]
Temporary Equity, Shares Outstanding (in shares)							42,490,000	0
Temporary Equity, Par or Stated Value Per Share (in dollars per share)		$ 1,000	$ 1,000	$ 0.0001	$ 0.0001
Temporary Equity, Stock Issued During Period, Shares, New Issues (in shares)		5,000	10,000		24,500
Temporary Equity, Issued Price Per Share (in dollars per share)				$ 1,000	$ 1,000
Temporary Equity, Stock Issued During Period, Value, New Issues		$ 5,000	$ 10,000	$ 24,500
Temporary Equity, Stock Issued During Period, Shares Issued for Services (in shares)		100	200	490
Preferred Stock, Convertible, Conversion Price (in dollars per share)							$ 3.28
Convertible Preferred Stock [Member]
Temporary Equity, Issued Price Per Share (in dollars per share)									$ 1,000
Temporary Stock, Threshold Trading Days for Conversion (Year)							60 years
Temporary Stock, Threshold Consecutive Trading Days for Conversion (Year)							90 years
Temporary Stock, Conversion Price Minimum Percentage							175.00%
Temporary Stock, Maximum Business Days Following FID Event for Conversion (Year)							10 years
Temporary Equity, Dividend Rate Percentage						12.00%
Dividends, Preferred Stock, Paid-in-kind							$ 18,200	$ 14,300
Convertible Preferred Stock [Member] \| Subsequent Event [Member]
Dividends, Preferred Stock, Paid-in-kind	$ 5,700
Common Stock Warrants [Member]
Exercise of Warrants, Percent of Fully Diluted Common Stock Acquirable							0.86%	1.42%
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)							$ 0.01
Warrants and Rights Outstanding, Term (Year)							3 years
Exercise of Warrants, Threshold Trading Days (Year)							60 years
Exercise of Warrants, Threshold Consecutive Trading Days (Year)							90 years

Note 9 - Preferred Stock and Common Stock Warrants - Allocation of Net Cash Proceeds (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Gross proceeds	$ 39,500
Equity issuance costs	(62)
Net proceeds - Initial Fair Value Allocation	39,438
Series C Convertible Preferred Stock [Member]
Net proceeds - Initial Fair Value Allocation	37,807
Per balance sheet upon issuance	37,807
Series C Warrants [Member]
Net proceeds - Initial Fair Value Allocation	1,631
Per balance sheet upon issuance	$ 1,631

Note 9 - Preferred Stock and Common Stock Warrants - Fair Value Assumptions (Details)	Dec. 31, 2021	Dec. 31, 2020
Measurement Input, Share Price [Member]
Warrant measurement input	2.85	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	0.626	0.586
Measurement Input, Expected Term [Member]
Warrant measurement input	1.6	0.8

Note 10 - Shareholders' Equity (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Aug. 31, 2021
Proceeds from Issuance of Common Stock	$ 557	$ 0
Stock Issued During Period, Exercise Of Warrants, Shares (in shares)	1,500,000
Common Stock Purchase Agreement With Nineteenth Investment Company LLC [Member]
Stock Dividends, Shares, Total (in shares)	797,450
ATM Sales Agreement [Member]
Aggregate Proceeds, Common Stock Sales			$ 50,000
Stock Issued During Period, Shares, New Issues (in shares)	200,000
Proceeds from Issuance of Common Stock	$ 600

Note 11 - Net Loss Per Share Attributable to Common Stockholders (Details Textual) - $ / shares shares in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2015
Securities Excluded from Computation of Earnings Per Share Amount, Performance Conditions (in shares)	8.3	2.1
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 11 - Net Loss Per Share Attributable to Common Stockholders - Basic and Diluted Common Shares (Details) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Basic (in shares)	119,201	117,524
Dilutive unvested stock, convertible preferred stock, Common Stock Warrants and IPO Warrants (in shares)	0	0
Diluted (in shares)	119,201	117,524
Net loss per common share - basic and diluted (in dollars per share)	$ (0.34)	$ (0.24)

Note 11 - Net Loss Per Share Attributable to Common Stockholders - Anti-dilutive Securities (Details) - shares
shares in Thousands

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

46,705

31,609

Unvested Stock [Member]

Convertible Preferred Stocks [Member]

^[1]

1,662

916

Common Stock Warrants [Member]

30,754

16,635

2,207

1,976

IPO Warrants [Member]