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Nature of Operations and Basis of Presentation
9 Months Ended
Sep. 30, 2017
Nature of Operations and Basis of Presentation  
Nature of Operations and Basis of Presentation

Note 1 — Nature of Operations and Basis of Presentation

NextDecade engages in development activities related to the liquefaction and sale of liquefied natural gas (“LNG”) in international markets. We have focused and continue to focus our development activities on the Rio Grande LNG terminal facility at the Port of Brownsville in southern Texas (the “Terminal”) and an associated 137-mile Rio Bravo pipeline to supply gas to the Terminal (the “Pipeline” together with the Terminal, the “Project”). The Company estimates the Project will commence commercial operations in 2023.  We have also secured, through December 2019, an approximate 1,000-acre site near Texas City, Texas for a potential LNG terminal (the “Shoal Point Terminal”).

The accompanying unaudited condensed 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. In our opinion, all adjustments, consisting only of normal recurring items, which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements, have been included.  The results of operations for the three and nine months ended September 30, 2017, are not necessarily indicative of the operating results for the full year.

The information included herein should be read in conjunction with the consolidated financial statements and accompanying notes of NextDecade LLC as of and for the year ended December 31, 2016, which is included in our definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on June 29, 2017.  Such financial statements are also incorporated by reference in our Current Report on Form 8‑K filed with the SEC on July 28, 2017 following the completion of a merger (the “Merger”) by a subsidiary of Harmony Merger Corp. (“Harmony”) with and into NextDecade LLC on July 24, 2017 (the “Merger Date”). Harmony changed its corporate name to NextDecade Corporation after completing the Merger.

The Merger was accounted for as a reverse acquisition and recapitalization, with NextDecade LLC being treated as the accounting acquirer. As such, the historical condensed consolidated comparative information as of December 31, 2016 and for all periods in 2016, contained in this report, relate to NextDecade LLC and its subsidiaries. Subsequent to the Merger Date, the information relates to the consolidated entities of NextDecade, with Harmony reflected as the accounting acquiree. The Company continues to operate in a single operating segment for financial reporting purposes.

In connection with the Merger, the issued and outstanding membership interests in NextDecade LLC were exchanged for 98,490,409 shares of Harmony common stock. All share and per share amounts in the Condensed Consolidated Financial Statements and related notes have been retroactively adjusted for all periods presented to give effect to this exchange.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).  An “emerging growth company” may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public and private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards adopted.