NextDecade Corp. Files 2023 Annual Report on Form 10-K

TL;DR

<b>NextDecade Corp. filed its 2023 10-K report, detailing financial performance and assets in the natural gas sector.</b>

AI Summary

NextDecade Corp. (NEXT) filed a Annual Report (10-K) with the SEC on March 11, 2024. NextDecade Corp. filed its 10-K report for the fiscal year ending December 31, 2023. The company is involved in Natural Gas Transmission & Distribution. The filing details financial data for the fiscal years 2023, 2022, and 2021. Key assets include Oil and Gas Properties and Pipelines. The report mentions the RioGrande Liquefied Natural Gas Facility, including Liquefaction Train Four and Five.

Why It Matters

For investors and stakeholders tracking NextDecade Corp., this filing contains several important signals. This 10-K filing provides a comprehensive overview of NextDecade's financial health and operational status for the fiscal year 2023, crucial for investors assessing the company's performance and future prospects. The detailed information on assets like the RioGrande LNG Facility and pipelines is vital for understanding the company's infrastructure and its role in the natural gas market.

Risk Assessment

Risk Level: medium — NextDecade Corp. shows moderate risk based on this filing. The company operates in the natural gas transmission and distribution sector, which is subject to significant regulatory oversight and market volatility, as indicated by the SIC code and the nature of its assets.

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 10-K to understand NextDecade's exposure to market fluctuations and regulatory changes in the energy sector.

Key Numbers

• 2023-12-31 — Fiscal Year End (Period of report)
• 2024-03-11 — Filing Date (Date of filing)
• 4923 — SIC Code (Natural Gas Transmission & Distribution)

Key Players & Entities

• NextDecade Corp. (company) — Filer name
• Harmony Merger Corp. (company) — Former company name
• RioGrande Liquefied Natural Gas Facility (company) — Key asset
• Liquefaction Train Four (company) — Component of LNG facility
• Liquefaction Train Five (company) — Component of LNG facility
• RioBravo (company) — Project name

FAQ

Risk Factors

• Regulatory Environment [high — regulatory]: The company's operations are subject to extensive federal, state, and local regulations related to environmental protection, safety, and energy markets.
• Market Conditions [high — market]: Fluctuations in natural gas prices and global demand for LNG can significantly impact the company's revenue and profitability.
• Project Development and Construction [high — operational]: The development and construction of large-scale LNG facilities involve significant risks, including cost overruns, delays, and operational challenges.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-03-11: Filing Date — Date the 10-K was officially filed with the SEC.

Glossary

10-K

An annual report required by the U.S. Securities and Exchange Commission (SEC), which gives a comprehensive summary of a company's financial performance. (This filing provides the core financial and operational data for NextDecade Corp. for the fiscal year 2023.)

LNG

Liquefied Natural Gas, natural gas that has been cooled down to liquid form for easier storage and transportation. (NextDecade is developing LNG facilities, making this a key aspect of their business and strategy.)

Key Financial Figures

• $0.0001 — ange on which registered: Common stock $0.0001 par value NEXT The Nasdaq Stock Market
• $8.21 — rant's common stock on June 30, 2023 of $8.21 per share). 256,708,470 shares of the
• $1.8 billion — d for inflation, totaling approximately $1.8 billion expected to be paid annually. Marketin
• $18.0 b — ase 1 are estimated to be approximately $18.0 billion, including estimated owner's cost

Filing Documents

• next-20231231.htm (10-K) — 1243KB
• ex-1018.htm (EX-10.18) — 14KB
• ex-1045.htm (EX-10.45) — 2109KB
• ex-1047.htm (EX-10.47) — 1921KB
• ex-1050.htm (EX-10.50) — 688KB
• ex-1056.htm (EX-10.56) — 1030KB
• ex-1057.htm (EX-10.57) — 1209KB
• ex-1058.htm (EX-10.58) — 559KB
• ex-211.htm (EX-21.1) — 6KB
• ex-231.htm (EX-23.1) — 3KB
• ex-311.htm (EX-31.1) — 10KB
• ex-312.htm (EX-31.2) — 10KB
• ex-321.htm (EX-32.1) — 5KB
• ex-322.htm (EX-32.2) — 5KB
• ex-971.htm (EX-97.1) — 40KB
• image_110.jpg (GRAPHIC) — 0KB
• image_113.jpg (GRAPHIC) — 0KB
• image_134.jpg (GRAPHIC) — 0KB
• image_147.jpg (GRAPHIC) — 0KB
• image_26.jpg (GRAPHIC) — 0KB
• image_32.jpg (GRAPHIC) — 0KB
• image_6.jpg (GRAPHIC) — 0KB
• image_8.jpg (GRAPHIC) — 0KB
• next-20231231_g1.jpg (GRAPHIC) — 228KB
• next-20231231_g2.jpg (GRAPHIC) — 75KB
• 0001628280-24-010236.txt (&nbsp;) — 15711KB
• next-20231231.xsd (EX-101.SCH) — 48KB
• next-20231231_cal.xml (EX-101.CAL) — 78KB
• next-20231231_def.xml (EX-101.DEF) — 182KB
• next-20231231_lab.xml (EX-101.LAB) — 594KB
• next-20231231_pre.xml (EX-101.PRE) — 423KB
• next-20231231_htm.xml (XML) — 707KB

Risk Factors

Item 1A. Risk Factors 13

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 33

Cybersecurity

Item 1C. Cybersecurity 33

Properties

Item 2. Properties 34

Legal Proceedings

Item 3. Legal Proceedings 34

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 34 Part II

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 35

[Reserved]

Item 6. [Reserved] 35

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 36

Quantitative and Qualitative Disclosures About Market Risks

Item 7A. Quantitative and Qualitative Disclosures About Market Risks 45

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 46

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 68

Controls and Procedures

Item 9A. Controls and Procedures 68

Other Information

Item 9B. Other Information 68

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 68 Part III

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 69

Executive Compensation

Item 11. Executive Compensation 69

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 69

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 69

Principal Accounting Fees and Services

Item 14. Principal Accounting Fees and Services 69 Part IV

Exhibit s and Financial Statement Schedule s

Item 15. Exhibit s and Financial Statement Schedule s 70

Form 10-K Summary

Item 16. Form 10-K Summary 75

Signatures

Signatures 76 2 Table of Contents Organizational Structure The following diagram depicts our abbreviated organizational structure as of December 31, 2023 with references to the names of certain entities discussed in this Annual Report. Unless the context requires otherwise, references to "NextDecade," the "Company," "we," "us" and "our" refer to NextDecade Corporation and its consolidated subsidiaries. 3 Table of Contents Cautionary Statement Regarding Forward-Looking Statements This Annual Report on Form 10-K contains certain statements that are, or may be deemed to be, "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical fact contained in this Annual Report on Form 10-K, including statements regarding our future results of operations and financial position, strategy and plans, and our expectations for future operations and economic performance, are forward-looking statements. The words "anticipate," "contemplate," "estimate," "expect," "project," "plan," "intend," "believe," "seek," "may," "might," "will," "would," "could," "should," "can have," "likely," "continue," "design," "assume," "budget," "forecast," "target" and other words and terms of similar expressions, are intended to identify forward-looking statements. We have based these forward-looking statements on assumptions and analysis made by us in light of our current expectations, perceptions of historical trends, current conditions and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short-term and long-term business operations and objectives and financial needs. Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ from t

Business

Item 1. Business Company Overview and Formation NextDecade Corporation, a Delaware corporation, is a Houston-based energy company primarily engaged in construction and development activities related to the liquefaction of natural gas and sale of LNG and the capture and storage of CO 2 emissions. We are constructing and developing a natural gas liquefaction and export facility located in the Rio Grande Valley in Brownsville, Texas (the "Rio Grande LNG Facility"), which currently has three liquefaction trains and related infrastructure under construction. The Rio Grande LNG Facility has received Federal Energy Regulatory Commission ("FERC") approval and Department of Energy ("DOE") FTA and non-FTA authorizations for the construction of five liquefaction trains and LNG exports totaling 27 million tonnes per annum ("MTPA"). Liquefaction trains 1 through 3 and related infrastructure are currently under construction and liquefaction trains 4 and 5 at the Rio Grande LNG Facility are currently in development. We are also developing a planned carbon capture and storage ("CCS") project at the Rio Grande LNG Facility and other potential CCS projects that would be located at third-party industrial facilities through our NEXT Carbon Solutions business. We were incorporated in Delaware on May 21, 2014, and were formed for the purpose of acquiring, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination, one or more businesses or entities. On July 24, 2017, one of our subsidiaries merged with and into NextDecade LLC, an LNG development company founded in 2010 to develop LNG export projects and associated pipelines. Prior to the merger with NextDecade LLC, we had no operations and our assets consisted of cash proceeds received in connection with our initial public offering. Our common stock trades on the Nasdaq Capital Market ("Nasdaq") under the symbol "NEXT." Rio Grande Through our partiall

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View this 10-K filing on SEC EDGAR