next_Current_Folio

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10‑Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001‑36842

NEXTDECADE CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		46‑5723951
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

1000 Louisiana Street, 39th Floor, Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

(713) 574‑1880

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒

As of November 5, 2018, the issuer had 109,286,895 shares of common stock outstanding.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

NextDecade Corporation

Consolidated Balance Sheets

(in thousands, except per share data)


	September 30,		December 31,
	2018		2017
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	33,880	$	35,703
Investments		60,135		5,063
Prepaid expenses and other current assets		1,804		2,099
Total current assets		95,819		42,865
Property, plant and equipment, net		88,870		73,226
Total assets	$	184,689	$	116,091

Liabilities, Series A and Series B Convertible Preferred Stock and Stockholders’ Equity
Current liabilities
Accounts payable	$	991	$	726
Share-based compensation liability		6,394		1,815
Accrued liabilities and other current liabilities		14,556		5,856
Total current liabilities		21,941		8,397
Non-current common stock warrant liabilities		7,522		—
Non-current compensation liabilities		—		2,015
Non-current share-based compensation liability		—		2,587
Total liabilities		29,463		12,999

Commitments and contingencies (Note 10)

Series A Convertible Preferred Stock, $1,000 per share liquidation preference Authorized: 51,000 shares Issued and outstanding: 51,000 shares and zero shares at September 30, 2018 and December 31, 2017, respectively		38,820		—
Series B Convertible Preferred Stock, $1,000 per share liquidation preference Authorized: 51,000 shares Issued and outstanding: 29,636 shares and zero shares at September 30, 2018 and December 31, 2017, respectively		26,159		—

Stockholders’ equity
Common stock, $0.0001 par value Authorized: 480.0 million shares at September 30, 2018 and December 31, 2017 Issued and outstanding: 106.8 million shares and 106.3 million shares at September 30, 2018 and December 31, 2017, respectively		11		11
Treasury stock: 3,202 shares and zero shares at September 30, 2018 and December 31, 2017, respectively, at cost		(19)		—
Preferred stock, $0.0001 par value Authorized: 0.9 million, after designation of the Series A and Series B Convertible Preferred Stock Issued and outstanding: none at September 30, 2018 and December 31, 2017		—		—
Additional paid-in-capital		176,274		158,738
Accumulated deficit		(86,019)		(55,617)
Accumulated other comprehensive loss		—		(40)
Total stockholders’ equity		90,247		103,092
Total liabilities, Series A and Series B Convertible Preferred Stock and stockholders’ equity	$	184,689	$	116,091

The accompanying notes are an integral part of these unaudited consolidated financial statements.

NextDecade Corporation

Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except per share data)

(unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2018		2017		2018		2017
Operations
Revenues	$	—	$	—	$	—	$	—
Operating Expenses
General and administrative expenses		6,214		14,014		25,533		18,392
Invitation to bid contract costs		4,418		—		4,418		—
Land option and lease expenses		297		250		797		733
Depreciation expense		50		26		127		78
Total operating expenses		10,979		14,290		30,875		19,203
Total operating loss		(10,979)		(14,290)		(30,875)		(19,203)
Other income (expense)
Gain on common stock warrant liabilities		83		—		83		—
Interest income, net		222		145		475		236
Other		(6)		(12)		(45)		(31)
Total other income		299		133		513		205
Net loss attributable to NextDecade Corporation		(10,680)		(14,157)		(30,362)		(18,998)
Deemed dividends on Series A Convertible Preferred Stock		271		—		271		—
Net loss attributable to common stockholders	$	(10,951)	$	(14,157)	$	(30,633)	$	(18,998)

Net loss per common share - basic and diluted	$	(0.10)	$	(0.14)	$	(0.29)	$	(0.19)

Weighted average shares outstanding - basic and diluted		106,639		103,870		106,476		99,124

Comprehensive Loss
Net loss attributable to NextDecade Corporation	$	(10,680)	$	(14,157)	$	(30,362)	$	(18,998)
Other comprehensive loss:
Change in fair value of investments		—		6		—		9
Comprehensive loss	$	(10,680)	$	(14,151)	$	(30,362)	$	(18,989)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

NextDecade Corporation

Consolidated Statement of Stockholders’ Equity, Series A and Series B Convertible Preferred Stock

(in thousands)

(unaudited)


	Common Stock			Treasury Stock							Accumulated
		Par					Additional				Other		Total		Series A		Series B
		Value					Paid-in		Accumulated		Comprehensive		Stockholders’		Convertible		Convertible
	Shares	Amount		Shares	Amount		Capital		Deficit		Loss		Equity		Preferred Stock		Preferred Stock
Balance at December 31, 2017	106,275	$	11	—	$	—	$	158,738	$	(55,617)	$	(40)	$	103,092	$	—	$	—
Share-based compensation	—		—	—		—		13,169		—		—		13,169		—		—
Restricted stock vesting	136		—	—		—		—		—		—		—		—		—
Shares repurchased related to share-based compensation	(3)		—	3		(19)		—		—		—		(19)		—		—
Adoption of ASU 2016-01	—		—	—		—		—		(40)		40		—		—		—
Issuance of Series A preferred stock	414		—	—		—		4,638		—		—		4,638		38,549		—
Issuance of Series B preferred stock	—		—	—		—		—		—		—		—		—		26,159
Deemed dividends - accretion of beneficial conversion feature	—		—	—		—		(271)		—		—		(271)		271		—
Net loss	—		—	—		—		—		(30,362)		—		(30,362)		—		—
Balance at September 30, 2018	106,822	$	11	3	$	(19)	$	176,274	$	(86,019)	$	—	$	90,247	$	38,820	$	26,159

The accompanying notes are an integral part of these unaudited consolidated financial statements.

NextDecade Corporation.

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Nine Months Ended
	September 30,
	2018		2017
Operating activities:
Net loss	$	(30,362)	$	(18,998)
Adjustment to reconcile net loss to net cash used in operating activities
Depreciation		127		78
Share-based compensation expense		12,731		10,476
Gain on common stock warrant liabilities		(83)		—
Loss on investment securities		28		—
Changes in operating assets and liabilities:
Prepaid expenses and other currents assets		295		53
Accounts payable		(42)		190
Accrued expenses and other liabilities		4,660		209
Net cash used in operating activities		(12,646)		(7,992)
Investing activities:
Acquisition of property, plant and equipment		(11,460)		(10,690)
Issuance of note receivable		—		(115)
Repayment of note receivable		—		115
Cash received in reverse recapitalization		—		26,774
Purchase of investments		(55,100)		(54)
Net cash (used in) provided by investing activities		(66,560)		16,030
Financing activities:
Proceeds from equity issuance		79,055		30,100
Equity issuance costs		(1,653)		(5,953)
Shares repurchased related to share-based compensation		(19)		—
Net cash provided by financing activities		77,383		24,147
Net (decrease) increase in cash and cash equivalents		(1,823)		32,185
Cash and cash equivalents – beginning of period		35,703		12,524
Cash and cash equivalents – end of period	$	33,880	$	44,709

Non-cash investing activities:
Accounts payable for acquisition of property, plant and equipment	$	656	$	1,266
Accrued liabilities for acquisition of property, plant and equipment		6,056		1,845
Non-cash financing activities:
Accounts payable for equity issuance costs	$	150	$	—
Accrued liabilities for equity issuance costs		301		—
Accretion of deemed dividends Series A Convertible Preferred Stock		271		—

The accompanying notes are an integral part of these unaudited consolidated financial statements.

NextDecade Corporation

Notes to Consolidated Financial Statements

(unaudited)

Note 1 — Background and Basis of Presentation

NextDecade Corporation engages in development activities related to the liquefaction and sale of liquefied natural gas (“LNG”). We have focused and continue to focus our development activities on the Rio Grande LNG terminal facility at the Port of Brownsville in southern Texas (the “Terminal”) and an associated 137-mile Rio Bravo pipeline to supply gas to the Terminal (the “Pipeline” together with the Terminal, the “Project”). We have also secured, through December 2019, a 994-acre site near Texas City, Texas for another potential LNG terminal (the “Galveston Bay Terminal”).

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with Rule 10‑01 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2017. 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 and nine months ended September 30, 2018 are not necessarily indicative of the operating results for the full year.

We are 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) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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.

Note 2 — Prepaid Expenses and Other Current Assets

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


	September 30,		December 31,
	2018		2017
Rio Grande LNG site option	$	635	$	1,080
Short-term security deposits		367		364
Galveston Bay leases		125		100
Rio Bravo Pipeline options		68		111
Prepaid insurance		289		208
Prepaid marketing and sponsorships		91		55
Other		229		181
Total prepaid expenses and other current assets	$	1,804	$	2,099

Note 3 — Investment Securities

In September 2018, we invested approximately $55 million in Class L shares of the JPMorgan Managed Income Fund. The JPMorgan Managed Income Fund has an average maturity of approximately one year, duration of approximately six months, and approximately 7% of such fund’s holdings are AAA-rated with 0% non-investment grade rated.

The Company also maintains cash reserves in the Ultra-Short-Term Bond Fund and the Short-Term Bond Index Fund, which are managed by The Vanguard Group, Inc. The target investment allocation between the Ultra-Short-Term Bond Fund and the Short-Term Bond Index Fund are 75% and 25%, respectively. The Ultra-Short-Term Bond Fund has an average maturity of approximately one year, and approximately 45% of such fund’s holdings are AAA-rated, with 1% non-investment grade rated. The Short-Term Bond Index Fund has an average maturity of approximately three years, and 70% of such fund’s holdings are AAA-rated, with 0% non-investment grade rated.

Investment securities consisted of the following (in thousands):


	September 30,				December 31,
	2018				2017
	Fair value		Cost		Fair value		Cost
JPMorgan Managed Income Fund	$	55,022	$	55,022	$	—	$	—
Ultra-Short-Term Bond Fund		3,862		3,885		3,811		3,825
Short-Term Bond Index Fund		1,251		1,296		1,252		1,278
Total investments	$	60,135	$	60,203	$	5,063	$	5,103

Note 4 — Property, Plant and Equipment

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


	September 30,		December 31,
	2018		2017
Fixed Assets
Computers	$	119	$	69
Furniture, fixtures, and equipment		305		246
Leasehold improvements		398		264
Total fixed assets		822		579
Less: accumulated depreciation		(498)		(371)
Total fixed assets, net		324		208
Project Assets (not placed in service)
Rio Grande		77,224		62,866
Rio Bravo		11,322		10,152
Total project assets		88,546		73,018
Total property, plant and equipment, net	$	88,870	$	73,226

Depreciation expense for the three and nine months ended September 30, 2018 was $50 thousand and $127 thousand, respectively. Depreciation expense for the three and nine months ended September 30, 2017 was $26 thousand and $78 thousand, respectively.

Note 5 — Accrued Liabilities and Other Current Liabilities

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


	September 30,		December 31,
	2018		2017
Employee compensation expense	$	3,062	$	1,851
Project asset costs		6,056		3,317
Invitation to bid contract costs		4,418		—
Accrued legal services		180		141
Accrued equity issuance costs		301		—
Other accrued liabilities		539		547
Total accrued liabilities and other current liabilities	$	14,556	$	5,856

Note 6 – Preferred Stock and Common Stock Warrants

Preferred Stock

In August 2018, we sold and issued a total of 51,000 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), together with associated warrants (the “Series A Warrants”), to (i) York Capital Management Global Advisors, LLC, severally on behalf of certain funds or accounts managed by it or its affiliates (“York”), (ii) Valinor Management, L.P., severally on behalf of certain funds or accounts for which it is investment manager (“Valinor”), (iii) Bardin Hill Investment Partners LP (formerly known as Halcyon Capital Management LP), severally on behalf of certain funds or accounts managed by it or its affiliates (“Bardin Hill,” and together with York and Valinor, the “Fund Purchasers”) and (iv) HGC NEXT INV LLC (“HGC”) for an aggregate purchase price of $50 million. In connection with the issuance of Series A Convertible Preferred Stock and pursuant to backstop commitment agreements with the Fund Purchasers dated April 11, 2018, as subsequently amended on August 3, 2018, we also issued a total of 413,658 shares of Company common stock to the Fund Purchasers. Each Fund Purchaser is a Company stockholder and, pursuant to that certain Agreement and Plan of Merger, dated as of April 17, 2017, by and between the Company, each Fund Purchaser and/or one or more of its affiliates, and the other parties named therein, three individuals, two individuals, and one individual from York, Valinor, and Bardin Hill, respectively, were appointed to the Company’s board of directors.

In September 2018, we sold and issued a total of 29,636 shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock,” and together with the Series A Preferred Stock, the “Preferred Stock”), together with associated warrants (the “Series B Warrants,” and together with the Series A Warrants, the “Warrants”), to certain funds managed by BlackRock (collectively, the “Series B Preferred Stock Purchasers”) for an aggregate purchase price of $29.055 million.

Each share of Preferred Stock has a stated value of $1,000. The Series A Preferred Stock ranks pari passu with the Series B Preferred Stock, and the Preferred Stock ranks senior to the Company common stock and each other class or series of capital stock of the Company, subject to certain exceptions, in respect of payment of dividends and distribution of assets upon liquidation. Upon a defined liquidation, holders of the Series A Preferred Stock are entitled to receive the greater of (i) (a) $1,000 per share of Preferred Stock plus (b) any accrued but unpaid dividends on such share of Preferred Stock as of immediately prior to such liquidation and (ii) the amount that would be payable to the holders of the Preferred Stock had such holders converted their shares of Preferred Stock into shares of Company common stock immediately prior to such liquidation event and prior to payment of any amounts on Company common stock.

The Company has the option to convert all, but not less than all, of the Preferred Stock into shares of Company common stock at a strike price of $7.50 per share of Company common stock (the “Conversion Price”) on any date on which the volume weighted average trading price of shares of Company common stock for each trading day during any 60 of the prior 90 trading days is equal to or greater than 175% of the Conversion Price, in each case subject to certain terms and conditions. Furthermore, the Company must convert all of the Preferred Stock into shares of Company common stock at the Conversion Price on the earlier of (i) ten (10) business days following a FID Event (as defined in the certificates of designations of the Preferred Stock) and (ii) the date that is the tenth (10th) anniversary of the closings of the issuances of the Preferred Stock, as applicable.

The shares of Preferred Stock bear dividends at a rate of 12% per annum, which are cumulative and accrue daily from the date of issuance on the $1,000 stated value. Such dividends are payable quarterly and may be paid in cash or in-kind. As of September 30, 2018, we have accrued cumulative preferred dividends of $0.7 million.

The holders of Preferred Stock vote on an “as-converted” basis with the holders of the Company common stock on all matters brought before the holders of Company common stock. In addition, the holders of Preferred Stock have separate class voting rights with respect to certain matters affecting their rights.

The Preferred Stock do not qualify as a liability instruments under Accounting Standards Codification (“ASC”) 480 – Distinguishing Liabilities from Equity, because they are not mandatorily redeemable. However, as SEC Regulation S-X, Rule 5-02-27 does not permit a probability assessment for a change of control provision, the Preferred Stock must be presented as mezzanine equity between liabilities and stockholders’ equity on our consolidated balance sheets because a change of control event, although not considered probable, could force the Company to redeem the Preferred Stock for cash or assets of the Company. At each balance sheet date, we must re-evaluate whether the Preferred Stock continue to qualify for equity classification.

Warrants

The Series A Warrants issued to HGC represent the right to acquire in the aggregate 50 basis points (0.50%) of the fully diluted shares of all outstanding shares of Company common stock on the exercise date with a strike price of $0.01 per share. The Series A Warrants issued to each of the Fund Purchasers represent the right to acquire approximately 21 basis points (0.21%) in the aggregate of the fully diluted shares of all outstanding shares of Company common stock on the exercise date with a strike price of $0.01 per share. The Series B Warrants issued to the Series B Preferred Stock Purchasers represent the right to acquire in the aggregate a number of shares of Company common stock equal to (a)(i) the aggregate purchase price for the Series B Preferred Stock divided by (ii) $35 million, multiplied by (b)(i) 0.5% multiplied by (ii) the number of fully diluted shares of all outstanding shares of Company common stock on the exercise date with a strike price of $0.01 per share.

The Warrants have a fixed three-year term commencing on the closings of the issuances of the associated Preferred Stock. The Warrants may only be exercised by the holders thereof at the expiration of such three-year term; however, the Company can force exercise of the Warrants prior to expiration of such term if the volume weighted average trading price of shares of Company common stock for each trading day during any 60 of the prior 90 trading days is equal to or greater than 175% of the Conversion Price and, in the case of the Series B Warrants, also if the Company simultaneously elects to force a mandatory exercise of all other warrants then-outstanding and unexercised and held by

any holder of parity stock (as defined in the Certificate of Designations of Series B Convertible Preferred Stock). Pursuant to ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, the fair value of the Warrants was recorded as a non-current liability on our consolidated balance sheet on the issuance dates. The Company revalued the Warrants as of September 30, 2018 and recognized a gain of approximately $83 thousand.

Net cash proceeds were allocated on a fair value basis to the Series A Warrants and Series B Warrants and on a relative fair value basis to the Company common stock, Series A Preferred Stock and Series B Preferred Stock. As described below, $2.5 million of the $41.1 million allocated to the Series A Preferred was allocated to additional paid-in capital to give effect to the intrinsic value of a beneficial conversion feature (“BCF”). The allocation of net cash proceeds is as follows (in thousands):


			Allocation of Proceeds
											Additional Paid-in Capital
							Series A		Series B				Beneficial
			Series A		Series B		Convertible		Convertible		Common		Conversion
			Warrants		Warrants		Preferred		Preferred		Stock		Feature
Gross proceeds	$	79,055
Equity issuance costs		(2,104)
Net proceeds - Initial Fair Value Allocation	$	76,951	$	4,859	$	2,746	$	41,079	$	26,159	$	2,108	$	—
Allocation to BCF				—		—		(2,530)		—		—		2,530
Per balance sheet upon issuance			$	4,859	$	2,746	$	38,549	$	26,159	$	2,108	$	2,530

Beneficial Conversion Feature

ASC 470-20-20 – Debt – Debt with conversion and Other Options (“ASC 470-20”) defines a 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. The intrinsic value of the BCF is calculated at the issuance date as the difference between the “accounting conversion price” and the market price of shares of Company common stock multiplied by the number of shares of Company common stock into which the Series A Preferred Stock is convertible. The accounting conversion prices of $5.58 per share and $6.24 per share for the Fund Purchasers and HGC, respectively, is different than the contractual conversion price of $7.50 per share. The “accounting conversion price” is derived by dividing the proceeds allocated to the Series A Preferred Stock by the number of shares of Company common stock into which the Series A Preferred Stock is convertible. 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 7 — Net Loss Per Share

The following table (in thousands, except for loss per share) reconciles basic and diluted weighted average common shares outstanding for the three and nine months ended September 30, 2018 and 2017:


	Three months ended				Nine months ended
	September 30,				September 30,
	2018		2017		2018		2017
Weighted average common shares outstanding:
Basic		106,639		103,870		106,476		99,124
Dilutive unvested stock, convertible preferred stock and common stock warrants		—		—		—		—
Diluted		106,639		103,870		106,476		99,124

Basic and diluted net loss per common share	$	(0.10)	$	(0.14)	$	(0.29)	$	(0.19)

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


	Three months ended				Nine months ended
	September 30,				September 30,
	2018		2017		2018		2017
Unvested stock (1)		513		—		483		—
Convertible preferred stock		3,322		—		1,119		—
Common stock warrants		12,507		12,059		12,225		12,059
Total dilutive common shares		16,342		12,059		13,827		12,059

⁽¹⁾

Does not include 16.3 million shares for the three and nine months ended September 30, 2018, respectively, of unvested stock because the performance conditions had not yet been satisfied.

Note 8 — Share-based Compensation

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

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


	Three months ended				Nine months ended
	September 30,				September 30,
	2018		2017		2018		2017
Share-based compensation:
Equity awards	$	2,451	$	8,830	$	13,169	$	8,830
Liability awards		(1,153)		2,305		977		2,305
Total share-based compensation		1,298		11,135		14,146		11,135
Capitalized share-based compensation		183		(659)		(1,415)		(659)
Total share-based compensation expense	$	1,481	$	10,476	$	12,731	$	10,476

Certain employee contracts provided for cash bonuses upon a positive final investment decision (“FID”) in the Project (the “FID Bonus”). In January 2018, the nominating, corporate governance and compensation committee of the board of directors approved, and certain employees party to such contracts accepted, an amendment to such contracts whereby the FID Bonuses would be settled in shares of Company common stock equal to 110% of the FID Bonus. The associated liability for FID Bonuses to be settled in shares of Company common stock of $0.8 million is included in share-based compensation liability in our Consolidated Balance Sheets at September 30, 2018.

Note 9 — Income Taxes

Due to our cumulative loss position, we have established a full valuation allowance against our deferred tax assets at September 30, 2018 and December 31, 2017. Due to NextDecade LLC’s previous pass-through status and our full valuation allowance, we have not recorded a provision for federal or state income taxes during the three and nine months ended September 30, 2018 and 2017.

Note 10 — Commitments and Contingencies

Operating Leases

In June 2018, we executed a 24-month lease agreement for our corporate headquarters office space with a lease commencement date of September 24, 2018. Annual lease payments under this agreement, net of rent abatements and rent credits, are zero, $0.7 million and $0.9 million in 2018, 2019 and 2020, respectively.

Legal Proceedings

From time to time the Company may be subject to various claims and legal actions that arise in the ordinary course of business. As of September 30, 2018, management is not aware of any claims or legal actions that, separately or in the aggregate, are likely to have a material adverse effect on the Company’s financial position, results of operations or cash flows, although the Company cannot guarantee that a material adverse event may not occur.

Other

In April 2018, we entered into an agreement with an intrastate pipeline company with assets near our Terminal which incentivizes the pipeline company to procure, permit and install a valve on an intrastate pipeline near our Terminal. We agreed that, upon the later of (i) March 31, 2019 and (ii) thirty days after the valve has been installed, we will reimburse the pipeline company a cash amount equal to 50% of the costs incurred in connection with the valve, up to a maximum payment by us not to exceed $2 million.

During the third quarter of 2018, we conducted a competitive engineering, procurement and construction (“EPC”) bid process. In connection with the EPC bid process, we entered into agreements with potential EPC contractors that provide for payments to be made by us to the EPC contractors as bid milestones are achieved (“Invitation to bid contract costs”). As of September 30, 2018, we have incurred approximately $4.4 million of Invitation to bid contract costs. Future potential payments for Invitation to bid contract costs are up to $2.1 million in 2018 and up to $14.9 million in 2019.

Note 11 — Recent Accounting Pronouncements

The following table provides a brief description of recent accounting standards that have not been adopted by the Company as of September 30, 2018:


Standard	Description	Expected Date of Adoption	Effect on our Consolidated Financial Statements or Other Significant Matters
ASU 2016‑02, Leases (Topic 842)	This standard requires a lessee to recognize leases on its balance sheet by recording a lease liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This standard may be early adopted, and must be adopted using a modified retrospective approach with certain available practical expedients.	January 1, 2019	We continue to evaluate the effect of this standard on our Consolidated Financial Statements. Preliminarily, we anticipate a material impact from the requirement to recognize all leases in our Consolidated Balance Sheets and no impact to cash flows. Because this assessment is preliminary and the accounting for leases is subject to significant judgment, this conclusion could change as we finalize our assessment. We have not yet determined the impact of the adoption of this standard upon our results of operations, whether we will elect to early adopt this standard or which, if any, practical expedients we will elect upon transition.

Additionally, the following table provides a brief description of recent accounting standards that were adopted by the Company during the reporting period:


Standard	Description	Date of Adoption	Effect on our Consolidated Financial Statements or Other Significant Matters
Accounting Standards Update (ASU) 2014‑09, Revenue from Contracts with Customers (Topic 606), and subsequent amendments thereto	This standard amends existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard may be early adopted beginning January 1, 2017. We elected to adopt this standard using a full retrospective approach.	January 1, 2018	The adoption of this new standard did not affect the amounts shown in our Consolidated Financial Statements or related disclosures as the Company has no revenues.
ASU 2017‑04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment	This standard simplifies the measurement of goodwill impairment by eliminating the requirement for an entity to perform a hypothetical purchase price allocation. An entity will instead measure the impairment as the difference between the carrying amount and the fair value of the reporting unit. This standard may be early adopted beginning January 1, 2017 and must be adopted prospectively.	January 1, 2018	The adoption of this standard did not have an impact on our Consolidated Financial Statements or related disclosures.
ASU 2016‑16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory	This standard requires the immediate recognition of the tax consequences of intercompany asset transfers other than inventory. This standard may be early adopted, but only at the beginning of an annual period, and must be adopted using a modified retrospective approach.	January 1, 2018	The adoption of this standard did not have an impact on our Consolidated Financial Statements or related disclosures.
ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities	This standard principally affects accounting standards for equity investments, financial liabilities where the fair value option has been elected, and the presentation and disclosure requirements for financial instruments. Upon the effective date of the new standards, all equity investments in unconsolidated entities, other than those accounted for using the equity method of accounting, will generally be measured at fair value through earnings. There will no longer be an available-for-sale classification and therefore, no changes in fair value will be reported in other comprehensive income (loss) for equity securities with readily determinable fair values.	January 1, 2018	Upon the adoption of this standard, we made a cumulative effect adjustment of $40 thousand to accumulated deficit for unrealized losses on our available-for-sale investment securities.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This Quarterly Report on Form 10‑Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, 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 Quarterly Report on Form 10‑Q, including statements regarding our future results of operations and financial position, strategy and plans, and our expectations for future operations, are forward-looking statements. The words “anticipate,” “contemplate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “might,” “will,” “should,” “can have,” “likely,” “continue,” “design” and other words and terms of similar expressions, are intended to identify forward-looking statements.

We have based these forward-looking statements largely on our current expectations 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 those expressed in our forward-looking statements. Our future financial position and results of operations, as well as any forward-looking statements are subject to change and inherent risks and uncertainties, including those described in the section titled “Risk Factors” in our most recent Annual Report on Form 10-K. You should consider our forward-looking statements in light of a number of factors that may cause actual results to vary from our forward-looking statements including, but not limited to:

· our ability to maintain the listing of our securities on a securities exchange or quotation medium;

· changes adversely affecting the business in which we are engaged;

· management of growth;

· general economic conditions;

· our development liquefied natural gas (“LNG”) liquefaction and export projects;

· our ability to secure additional debt and equity financing in the future to complete the terminal at the Port of Brownsville in southern Texas (the “Terminal”) and an associated 137-mile pipeline to supply gas to the Terminal (the “Pipeline” together with the Terminal, the “Project”);

· the accuracy of estimated costs for the Project;

· the governmental approval of construction and operation of the Project;

· the successful completion of the Project by third-party contractors;

· our ability to generate cash;

· the development risks, operational hazards, regulatory approvals applicable to Rio Grande’s and Rio Bravo’s construction and operations activities;

· our anticipated competitive advantage;

· the global demand for and price of natural gas (versus the price of imported LNG);

· the availability of LNG vessels worldwide;

· legislation and regulations relating to the LNG industry;

· negotiations for the Terminal site lease and right-of-way options for the Pipeline route;

· compliance with environmental laws and regulations; and

· the result of future financing efforts.

Should one or more of the foregoing risks or uncertainties materialize in a way that negatively impacts us, or should your underlying assumptions prove incorrect, our actual results may vary materially from those anticipated in our

forward-looking statements, and our business, financial condition, and results of operations could be materially and adversely affected.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are made as of the date of this Quarterly Report on Form 10-Q. You should not rely upon forward-looking statements as predictions of future events. In addition, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements.

Except as required by applicable law, we do not undertake any obligation to publicly correct or update any forward-looking statements. All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements as well as others made in our most recent Annual Report on Form 10-K as well as other filings we have made and will make with the Securities and Exchange Commission (the “SEC”) and our public communications. You should evaluate all forward-looking statements made by us in the context of these risks and uncertainties.

Overview

NextDecade Corporation is a LNG development company focused on LNG export projects and associated pipelines. We have focused and continue to focus our development activities on the Project. We believe we maintain key competitive advantages involving engineering, commercial, and gas supply considerations. We submitted a pre-filing request for the Project to the Federal Energy Regulatory Commission (“FERC”) in March 2015 and filed a formal application with the FERC in May 2016. We believe we have robust commercial offtake and gas supply strategies in place and we estimate that the Project will commence commercial operations as early as 2023.

Unless the context requires otherwise, references to “NextDecade,” “the Company,” “we,” “us,” and “our” refer to NextDecade Corporation and its consolidated subsidiaries.

Recent Developments

Receipt of FERC Scheduling Notice and Draft Environmental Impact Statement

On August 31, 2018, the FERC issued a notice of schedule for environmental review of the Project. According to the notice, the FERC will issue its final Environmental Impact Statement (“EIS”) on April 26, 2019, based on issuance of the draft EIS in October 2018. The FERC subsequently issued the draft EIS on October 12, 2018. The FERC has established a Federal Authorization Decision Deadline of July 25, 2019, 90 days from the scheduled issuance of the final EIS.

Engineering, Procurement, and Construction Contract

During the third quarter of 2018 we conducted a competitive engineering, procurement and construction (“EPC”) bid process. We received expressions of interest (the “EOIs”) from multiple EPC contractors to participate in the EPC process. We reviewed the EOIs against a series of selection criteria and issued formal invitations to bid to Bechtel Oil, Gas and Chemicals, Inc., Fluor Enterprises, Inc. and McDermott International, Inc. See additional information relating to the invitations to bid in Note 10 – Commitments and Contingencies of our Notes to Consolidated Financial Statements. We expect to execute a final EPC contract in the third quarter of 2019.

Preferred Equity Offerings

Series A Convertible Preferred Stock Offering

Financial Statements, and for additional details on the Series A Preferred Equity Offering and the transactions in connection therewith, please refer to our Current Report on Form 8-K filed with the SEC on August 7, 2018.

Series B Convertible Preferred Stock Offering

In September 2018, we sold and issued a total of 29,636 shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), together with associated warrants (the “Series B Warrants”), to certain funds managed by BlackRock for an aggregate purchase price of $29.055 million (the “Series B Preferred Equity Offering”). For further descriptions of the Series B Preferred Stock and the Series B Warrants, see Note 6 – Preferred Stock and Common Stock Warrants of our Notes to Consolidated Financial Statements, and for additional details on the Series B Preferred Equity Offering and the transactions in connection therewith, please refer to our Current Report on Form 8-K filed with the SEC on August 24, 2018.

Liquidity and Capital Resources

Capital Resources

We have funded and continue to fund the development of the Project and general working capital needs through our cash on hand and proceeds from the issuance of equity. As discussed above in “Recent Developments – Preferred Equity Offerings,” in August 2018, we sold and issued a total of 51,000 shares of Series A Preferred Stock, together with associated warrants, for an aggregate purchase price of $50 million, and in September 2018, we sold and issued a total of 29,636 shares of Series B Preferred Stock, together with associated warrants, for an aggregate purchase price of $29.055 million. Our capital resources consisted of approximately $33.9 million of cash and cash equivalents and $60.1 million of investment securities as of September 30, 2018.

Sources and Uses of Cash

The following table summarizes the sources and uses of our cash for the periods presented (in thousands):


	Nine Months Ended
	September 30,
	2018		2017
Operating cash flows	$	(12,646)	$	(7,992)
Investing cash flows		(66,560)		16,030
Financing cash flows		77,383		24,147

Net (decrease) increase in cash and cash equivalents		(1,823)		32,185
Cash and cash equivalents – beginning of period		35,703		12,524
Cash and cash equivalents – end of period	$	33,880	$	44,709

Operating Cash Flows

Operating cash outflows during the nine months ended September 30, 2018 and 2017 were $12.6 million and $8.0 million, respectively. The increase in operating cash outflows during the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017 was primarily related to additional employees, increased professional fees and travel costs, and increased marketing and conference sponsorship costs.

Investing Cash Flows

Investing cash outflows during the nine months ended September 30, 2018 of $66.6 million consisted of cash used for the development of the Project of $11.5 million and an investment of $55.1 million in a cash management fund. The investing cash inflows during the nine months ended September 30, 2017 of $16.0 million were primarily the result of $26.8 million of cash acquired from our reverse recapitalization in July 2017 offset by cash used in the development of the Project of $10.7 million.

Financing Cash Flows

Financing cash inflows during the nine months ended September 30, 2018 and 2017 were $77.4 million and $24.1 million, respectively. The increase in financing cash inflows is due to $79.1 million of proceeds from the issuance of preferred equity offset by $1.7 million of equity issuance costs.

Capital Development Activities

We are primarily engaged in developing the Project, which will require significant additional capital to support further project development, engineering, regulatory approvals and compliance, and commercial activities in advance of a final investment decision (“FID”) made to finance and construct the Project. Even if successfully completed, the Project will not begin to operate and generate significant cash flows until at least several years from now, which management currently estimates being as early as 2023. Construction of the Project would not begin until, among other requirements for project financing, the FERC issues an order granting the necessary authorizations under the Natural Gas Act and once all required federal, state and local permits have been obtained. We estimate that we will receive all regulatory approvals and begin construction to support the commencement of commercial operations as early as 2023. As a result, our business success will depend, to a significant extent, upon our ability to obtain the funding necessary to construct the Project, to bring it into operation on a commercially viable basis and to finance our staffing, operating and expansion costs during that process.

We have engaged SG Americas Securities, LLC (a business unit of Société Générale) and Macquarie Capital (USA) Inc. to advise and assist us in raising capital for post-FID construction activities.

We currently expect that the long-term capital requirements for the Project will be financed predominately through project financing and proceeds from future debt and equity offerings by us. There can be no assurance that we will succeed in securing additional debt and/or equity financing in the future to complete the Project or, if successful, that the capital we raise will not be expensive or dilutive to stockholders. Additionally, if these types of financing are not available, we will be required to seek alternative sources of financing, which may not be available on terms acceptable to us, if at all.

Results of Operations

The following table summarizes costs, expenses and other income for the periods indicated (in thousands):


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2018		2017		Change		2018		2017		Change
Revenues	$	—	$	—	$	—	$	—	$	—	$	—
General and administrative expenses		6,214		14,014		(7,800)		25,533		18,392		7,141
Invitation to bid contract costs		4,418		—		4,418		4,418		—		4,418
Land option and lease expenses		297		250		47		797		733		64
Depreciation expense		50		26		24		127		78		49
Operating loss		(10,979)		(14,290)		3,311		(30,875)		(19,203)		(11,672)
Gain on common stock warrant liabilities		83		—		83		83		—		83
Interest income, net		222		145		77		475		236		239
Other		(6)		(12)		6		(45)		(31)		(14)
Net loss attributable to NextDecade Corporation		(10,680)		(14,157)		3,477		(30,362)		(18,998)		(11,364)
Deemed dividends on Series A Convertible Preferred Stock		271		—		271		271		—		271
Net loss attributable to common stockholders	$	(10,951)	$	(14,157)	$	3,206	$	(30,633)	$	(18,998)	$	(11,635)

Our consolidated net loss was $10.7 million, or $0.10 per share (basic and diluted), for the three months ended September 30, 2018, compared to a net loss of $14.2 million, or $0.14 per share (basic and diluted), for the three months ended September 30, 2017. The $3.5 million decrease in net loss was primarily a result of decreased general and administrative expenses partially offset by an increase in invitation to bid contract costs discussed separately below.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchase of Equity Securities by the Issuer

The following table summarizes stock repurchases for the three months ended September 30, 2018:


Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share (2)	Total Number of Shares Purchased as a Part of Publicly Announced Plans	Maximum Number of Units That May Yet Be Purchased Under the Plans
July 2018	—	—	—	—
August 2018	—	—	—	—
September 2018	3,202	$ 5.90	—	—

⁽¹⁾

Represents shares of Company common stock surrendered to us by participants in our 2017 Omnibus Incentive Plan (the “2017 Plan”) to settle the participants’ personal tax liabilities that resulted from the lapsing of restrictions on shares awarded to the participants under the 2017 Plan.

⁽²⁾

The price paid per share of Company common stock was based on the closing trading price of our common stock on the dates on which we repurchased shares of Company common stock from the participants under the 2017 Plan.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

⁽⁵⁾

Incorporated by reference to Exhibit 4.3 of the Amendment No. 7 to the Registrant’s Registration Statement on Form S-1, filed March 13, 2015.

⁽⁶⁾

Incorporated by reference to Exhibit 4.4 of the Amendment No. 7 to the Registrant’s Registration Statement on Form S-1, filed March 13, 2015.

⁽⁷⁾

Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed August 7, 2018.

⁽⁸⁾

Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed August 24, 2018.

⁽⁹⁾

Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed August 7, 2018.

⁽¹⁰⁾

Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K, filed August 7, 2018.

⁽¹¹⁾

Incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K, filed August 7, 2018.

⁽¹²⁾

Incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K, filed August 7, 2018.

⁽¹³⁾

Incorporated by reference to Exhibit 10.5 of the Registrant’s Current Report on Form 8-K, filed August 7, 2018.

⁽¹⁴⁾

Incorporated by reference to Exhibit 10.6 of the Registrant’s Current Report on Form 8-K, filed August 7, 2018.

⁽¹⁵⁾

Incorporated by reference to Exhibit 10.7 of the Registrant’s Current Report on Form 8-K, filed August 7, 2018.

⁽¹⁶⁾

Incorporated by reference to Exhibit 10.8 of the Registrant’s Current Report on Form 8-K, filed August 7, 2018.

⁽¹⁷⁾

Incorporated by reference to Exhibit 10.9 of the Registrant’s Current Report on Form 8-K, filed August 7, 2018.

⁽¹⁸⁾

Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed August 24, 2018.

⁽¹⁹⁾

Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K, filed August 24, 2018.

⁽²⁰⁾

Incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K, filed August 24, 2018.

* Filed herewith.

** Furnished herewith.


Exhibit No.	Description
3.1(1)	Second Amended and Restated Certificate of Incorporation of NextDecade Corporation, dated July 24, 2017
3.2(2)	Amended and Restated Bylaws of NextDecade Corporation, dated July 24, 2017
3.3*	Certificate of Designation of Series A Convertible Preferred Stock, dated August 9, 2018
3.4*	Certificate of Designation of Series B Convertible Preferred Stock, dated September 28, 2018
4.1(3)	Specimen Common Share Certificate
4.2(4)	Specimen Unit Certificate
4.3(5)	Specimen Warrant Certificate
4.4(6)	Form of Warrant Agreement between Harmony Merger Corp. and Continental Stock Transfer & Trust Company
4.5(7)	Form of Warrant Agreement
4.6(8)	Form of Warrant Agreement
10.1(9)	Series A Convertible Preferred Stock Purchase Agreement, dated as of August 3, 2018, by and between NextDecade Corporation and York Capital Management Global Advisors, LLC, severally on behalf of certain funds or accounts advised by it or its affiliates
10.2(10)	Series A Convertible Preferred Stock Purchase Agreement, dated as of August 3, 2018, by and between NextDecade Corporation and Valinor Management, L.P., severally on behalf of certain funds or accounts for which it is investment manager
10.3(11)	Series A Convertible Preferred Stock Purchase Agreement, dated as of August 3, 2018, by and between NextDecade Corporation and Halcyon Capital Management LP, severally on behalf of certain funds or accounts advised by it or its affiliates
10.4(12)	Series A Convertible Preferred Stock Purchase Agreement, dated as of August 3, 2018, by and between NextDecade Corporation and HGC Next Inv LLC
10.5(13)	Registration Rights Agreement
10.6(14)	Purchaser Rights Agreement between by and between NextDecade Corporation and HGC Next Inv LLC
10.7(15)	Amendment No. 1 to Backstop Commitment Agreement, effective August 3, 2018 between NextDecade Corporation and York Capital Management Global Advisors, LLC, severally on behalf of the certain funds or accounts advised by it or its affiliates
10.8(16)	Amendment No. 1 to Backstop Commitment Agreement, effective August 3, 2018 between NextDecade Corporation and Valinor Management, LP, severally on behalf of the certain funds for which it is investment manager
10.9(17)	Amendment No. 1 to Backstop Commitment Agreement, effective August 3, 2018 between NextDecade Corporation and Halcyon Capital Management LP, severally on behalf of certain funds or accounts advised by it or its affiliates
10.10(18)	Series B Convertible Preferred Stock Purchase Agreement, dated as of August 23, 2018, entered into by and between NextDecade Corporation and the Purchasers named therein.
10.11(19)	Form of Registration Rights Agreement
10.12(20)	Form of Purchaser Rights Agreement.
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.


	NEXTDECADE CORPORATION

Date: November 9, 2018	By:	/s/ Matthew K. Schatzman
		Matthew K. Schatzman
		President and Chief Executive Officer
		(Principal Executive Officer)


Date: November 9, 2018	By:	/s/ Benjamin A. Atkins
		Benjamin A. Atkins
		Chief Financial Officer
		(Principal Financial Officer)


	Page
Organizational Structure

Part I. Financial Information	1
Item 1. Consolidated Financial Statements	1
Consolidated Balance Sheets	1
Consolidated Statements of Operations and Comprehensive Loss	2
Consolidated Statement of Stockholders’ Equity, Series A and Series B Convertible Preferred Stock	3
Consolidated Statements of Cash Flows	4
Notes to Consolidated Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3. Quantitative and Qualitative Disclosures About Market Risk	18
Item 4. Controls and Procedures	19
Part II. Other Information	20
Item 1. Legal Proceedings	20
Item 1A. Risk Factors	20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3. Defaults Upon Senior Securities	20
Item 4. Mine Safety Disclosures	20
Item 5. Other Information	20
Item 6. Exhibits	21
Signatures	23