NextDecade Corporation (NEXT) Earnings Call Transcript

Good morning, and welcome to the NextDecade Corporation's Third Quarter 2026 Investor Call and webcast. [Operator Instructions] As a reminder, this conference is being recorded. And now I'd like to turn the call over to your host, Megan Light, NextDecade's Vice President of Investor Relations. Thank you. You may begin.

Thank you, and good morning, everyone. Welcome to NextDecade's Third Quarter 2026 Investor Update Call and webcast. The slide presentation and access to the webcast for today's call are available on our website at www.next-decade.com. Today, I am joined by Matt Schatzman, NextDecade's Chairman and Chief Executive Officer; and John Zuklic, NextDecade's Chief Financial Officer. Before we begin, I would like to remind listeners that discussion on this call, including answers to your questions, contains forward-looking statements within the meaning of U.S. federal securities laws. These statements have been based on assumptions and analysis made by NextDecade in light of current expectations, perceptions of historical trends, current conditions and projections about future events and trends. Although NextDecade believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that the expectations will prove to be correct. NextDecade's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in NextDecade's periodic reports that are filed with and available from the Securities and Exchange Commission. In addition, discussion on this call includes references to certain non-GAAP financial measures such as distributable cash flow. A definition of and additional information regarding these measures can be found in the appendix to our presentation. And now I will turn the call over to Matt Schatzman, NextDecade's Chairman and Chief Executive Officer.

Thank you, and good morning. We continue to make excellent progress toward first LNG production at Rio Grande LNG. Phase 1 construction remains safe, on budget and ahead of schedule. We remain on schedule to introduce hydrocarbons into the facility before year-end. Today, we are narrowing our guidance for first LNG production from Train 1 to the second quarter of 2027, consistent with the early volume guidance we provided earlier this year and are reaffirming today. Train 1's guaranteed substantial completion date is near the end of the fourth quarter of 2027. We expect Bechtel to achieve substantial completion in the third quarter of 2027, which is one quarter early. Trains 2 and 3 also remain ahead of schedule and aligned with our early volume guidance. During the quarter, the main cryogenic heat exchanger was installed for Train 2 and the first compressor stream was set for Train 3. We expect both trains to achieve substantial completion about one quarter ahead of their guaranteed schedules, consistent with Train 1. As outlined in our early volume and cash flow guidance, commissioning and early uncontracted volumes from RGLNG Trains 1 through 5 provide valuable market exposure to next decade over the next few years and the current LNG market dynamics are very favorable. Spot LNG prices remain strong and have increased materially over the last year due to the loss of supply from the Middle East. Based on current forward LNG and U.S. gas prices, we estimate the volume weighted average implied margins on the projected uncontracted volumes from Train 1 start-up in 2027 through the date of first commercial delivery under the Train 5 long-term SPAs at RGLNG, together with the impact of the 175 TBtus we sold forward in Q1 of this year to average over $6 per MMBtu, more than $1 per MMBtu above our base case guidance. Using these estimated implied margins for our projected uncontracted volumes, NextDecade's share of Rio Grande LNG project level distributable cash flow during this period would total over $2.4 billion or over 20% above the projected $2 billion of cash flow in our base case guidance. Each $1 per MBtu change in the estimated volume weighted average implied margin on our uncontracted volumes from Train 1 start-up through Train 5 DFCD, including the impact of the additional 175 TBtus sold in Q1 would change NextDecade's projected share of project level distributable cash flow by approximately $350 million to $400 million over the forecast period. As of September 2026, Trains 1 and 2 were nearly 80% complete. Engineering and procurement were nearly finished. Construction was almost 70% complete and commissioning was approaching 5%. Train 3 was more than 55% complete with engineering nearly finished, procurement above 90% and construction approaching 25%. Train 4 was 22.5% complete and Train 5 was 14% complete. During the third quarter, electrical, mechanical and utility commissioning advanced on Train 1. More than 100 operations personnel [indiscernible] Bechtel in the second quarter are working alongside its team and will remain through commissioning and start-up to support a smooth transition to operations. During the third quarter, installation and prealignment of Train 2's compressor strings were completed and its main cryogenic heat exchanger was installed. Train 3's first compressor string was set. Foundation ports began for Train 4's main cryogenic rack along with the excavation of its refrigeration area. Soil stabilization using the direct mixing method began for Train 5. Tank 1 completed inner tank nickel plate welding and its first hydro test. Piling advanced for Tank 3 and began for Tank 4. Site-wide dredging for the burst turning basin and channel deepening is complete. The gas inlet facilities are ready for startup and the Bay Runner pipeline entered service during the third quarter. More than 7,000 workers are now on site each day with over 70% of them local residents. We are proud to provide safe, high-quality, long-term jobs that make a meaningful impact in the Rio Grande Valley. Across the site, commissioning of systems is underway to support initial hydrocarbon introduction before year-end. We made meaningful regulatory progress during the third quarter. FERC approved our upgrade request for Trains 1 through 5, increasing authorized LNG exports from those trains to 30.15 million tons per annum, consistent with our expected annual 5-train LNG production. As we mentioned on our last call, in July, FERC released its schedule of environmental review for Train 6 and the final environmental impact statement is expected in June of 2027. In September, the U.S. Army Corps of Engineers authorized a key construction permit for Train 6 in record time, reflecting our team's disciplined preparation and effective regulatory engagement. We're advancing commercial discussions with multiple high credit quality counterparts for long-term Train 6 LNG offtake. Demand for our long-term LNG for Rio Grande LNG remains strong across a global customer base. Since the Iran conflict began in February, the global LNG market has tightened significantly and forward prices for 2026, 2027 and beyond have risen. Potential long-term buyers have also placed greater emphasis on energy security and supply diversification. These priorities have been prominent since the Russian-Ukraine conflict began in 2022 and have intensified this year. As we have said, long-term LNG supply from Rio Grande LNG offers buyers an effective combination of attractive pricing and supply security. United States abundant diversified natural gas resources and our competitive LNG construction costs support affordable, reliable long-term supply and help protect customers from regional natural gas and LNG price spikes. We expect to advance long-term Train 6 offtake discussions while permitting proceeds with the goal of securing sufficient commercial support to enable a positive final investment decision or FID in the second half of next year. Long-term LNG contract pricing has remained strong since we contracted Trains 4 and 5. Based on current market conditions, we expect Train 6 returns to be at least as strong as those trains. Given that outlook, our goal is to retain a substantial economic interest in Train 6, which NextDecade currently wholly owned, although we may consider a joint venture tied to a high-quality strategic LNG offtake. We continue to evaluate capital raising options for our projected Train 6 equity commitments with a focus on maximizing shareholder value. We expect additional FinCo capacity to fund part of Train 6 equity requirement and are evaluating alternatives for the balance with a focus on the most accretive per share solution. Finally, we selected the western end of the Rio Grande LNG site for Trains 7 and 8. We expect to prefile with current before year-end. The schedules place Train 7 and 8 roughly 1 year behind Train 6 in permitting and development. I'll now turn it over to John.

Thanks, Matt, and thanks to everyone for joining us on the call today. During the third quarter, we continued to execute our project level balance sheet strategy of terming out bank facility debt through opportunistic debt capital markets transactions, which during the third quarter included approximately $4.1 billion of senior secured notes issued by Rio Grande LNG LLC, our Phase 1 financing entity. These refinancings extended and staggered our debt maturity profile while also releasing committed bank capacity for financing Train 6 and subsequent expansions. We have now refinanced over $7 billion or 60% of the $11.1 billion of initial capacity under the Phase 1 bank facilities, leaving drawn balances under those facilities of approximately $700 million as of September 30. As we mentioned on our last call, in July, Rio Grande LNG LLC issued $3.5 billion of senior secured notes in its inaugural 144A offering. These notes, which were rated BBB- by S&P and Fitch were issued in 4 tranches with maturities ranging from 2031 to 2041 and with fixed rates ranging from 5.15% to 6.15%. We used proceeds from the offering, net of fees to reduce outstanding balances on the Phase 1 bank facilities. In conjunction with the 144A offering and the $1 billion term loan we entered into at a Phase 1 holding company in late June, we unwound a portion of our interest rate swaps associated with the bank debt those transactions repaid, resulting in $109 million settlement received in July, which we used to further reduce our Phase 1 bank borrowings. Then in September, Rio Grande LNG LLC issued another $575 million of senior secured notes in a private placement transaction. The notes, which bear interest at 6.72%, will amortize over a period of approximately 18.5 years, beginning in June 2029 with a final maturity in December 2047. Similar to the previous 2 issuances noted, we also utilized proceeds from this transaction to reduce outstanding borrowings under the Phase 1 bank facilities and to pay transaction-related fees and expenses. We're very pleased with the market response to our recent financings. There has been tremendous demand for and interest in Rio Grande LNG project level credit. As an indication of that interest, the 144A offering in July was 4x oversubscribed and the notes priced at the tight end of our expected range. As we've said previously, we expect to continue to opportunistically capitalize on robust market opportunities as we seek to refinance the remaining Phase 1 bank facility balances as well as the project level bank facility balances for Trains 4 and 5, which consisted of approximately $900 million drawn on the Train 4 bank facility and no outstandings under the Train 5 bank facility as of September 30. Two additional financial transactions I would like to note are the July issuance of a $100 million installment and subsequent to the third quarter, the October issuance of a final $150 million installment of the Train 5 6.56% senior secured notes due 2050, which were issued pursuant to the note purchase agreement entered into in conjunction with the positive final investment decision on Train 5 in October 2025. The full $500 million of these Train 5 senior secured notes have now been issued and remain outstanding. There's also one minor accounting item that I would like to mention before moving to our NextDecade level debt discussion. In the third quarter, we moved proceeds from vessel subchartering to other income net on our income statement, where it will be recorded until we begin operations. Subchartering proceeds were previously recorded as an offset to operating and maintenance expense. We made this adjustment because we believe presenting subchartering proceeds and other income net provides a more helpful view of our activities and operating expenses. Once we begin operations, we expect any proceeds from subchartering vessels to be recorded as part of revenue on our income statement. Next, I'd like to talk about our leverage above the project companies up at the NextDecade level. Since I joined the company in July, we received a fair number of questions about our capital structure and I'd like to take a few minutes to better explain our current balance sheet, debt targets and near-term capital priorities. In February of this year, we introduced a steady-state NextDecade level unconsolidated leverage target comparing NextDecade level debt to NextDecade share of Rio Grande LNG project level distributable cash flow less NextDecade level G&A. For purposes of this leverage ratio, NextDecade level debt excludes debt at the project and project holding company levels, which is consolidated on the NextDecade balance sheet but is nonrecourse to next decade. This NextDecade level debt currently consists primarily of the SuperFinCo and FinCo term loans we entered into to fund the majority of our equity commitments for Trains 4 and 5 and relatively small corporate loans outstanding at the Super Holdings level. And for purposes of this leverage ratio, NextDecade share of Rio Grande LNG distributable cash less NextDecade level G&A, which excludes noncash compensation and also excludes G&A at the project and project holding company levels effectively represents cash expected to be available for NextDecade level debt service after the impact of debt service at the project level. Using our base case guidance, which assumes $5 per MMBtu average margins on uncontracted cargoes during our ramp-up period, the leverage target we provided previously is consistent with NextDecade level debt of approximately $2 billion to $2.25 billion when steady-state operations begin following the date of first commercial delivery or DFCD for Train 5 long-term SPAs in the second quarter of 2031. We believe this NextDecade level debt range will ensure a strong credit position into steady-state operations given that the distributable cash flows from the Rio Grande LNG projects are underpinned by long-term SPAs on approximately 85% of the total expected Rio Grande LNG production volumes with high-quality investment-grade customers with a weighted average life of 19.5 years and provide a strong visibility and predictability during steady-state operations. As a reminder, we are committed to using NextDecade share of project level cash flows generated during our ramp-up period from Train 1 start-up through DFCD of Train 5 SPAs to reduce a portion of the term loans we entered into to fund the large majority of our equity commitments for Trains 4 and 5. In our base case early volume and cash flow guidance, which assumes $5 per MMBtu margins on uncontracted volumes, we expect NextDecade's cumulative share of Rio Grande LNG project level distributable cash flow to be approximately $2 billion, which we will use to first pay down FinCo balances, then to pay SuperFinCo interest and/or principal balances. In our base case, applying the projected approximately $2 billion of early cash flows to NextDecade level debt repayment results in NextDecade level debt that is within our target range of $2 billion to $2.25 billion when we enter steady-state operations. As Matt mentioned earlier in the call, market conditions have improved meaningfully since the Iran conflict began 8 months ago, and today's forward curves imply LNG margins that exceed our base case guidance. With current volume weighted average estimated margins implied by the forward curves over our ramp-up period of over $6 per MMBtu, we would expect our share of project-level distributable cash flow to be over $2.4 billion for the ramp-up period of 2027 through the second quarter of 2031 or over 20% above our base case, which would result in projected cash flow generation in excess of what is needed to achieve our target debt range. And finally, I wanted to note that our downside steady-state guidance case assumes $3 per MMBtu margins on uncontracted volumes during our ramp-up period. In this case, we assume that we contract an additional approximately 2 million tons per annum of capacity from Trains 4 and 5 under long-term SPAs which would enable us to increase Train 4 and 5 project level debt and therefore, reduce our NextDecade level debt down to a level consistent with our target. But given current market conditions, we do not expect to contract additional Train 4 and Train 5 volumes to achieve our steady-state NextDecade leverage guidance. With that, I thank you again for joining the call today, and we'll open up the line for questions.

[Operator Instructions] Our first question comes from Olivia Foster with Goldman Sachs.

I wanted to start on the operating front following the narrowed first LNG guidance on Train 1. Could you walk us through your expectations for commissioning milestones that underpin the second quarter '27 first LNG target? Similarly, could you walk us through your expectations for timing on the commissioning processes broadly from first gas to first LNG to balance of plant commissioning to Train 1 substantial completion?

As we mentioned in our commentary and in our presentation that's available on our website, we've narrowed our guidance for first gas in the facility for the fourth quarter of this year. We now expect first LNG production in Q2 of 2027 and substantial completion of Train 1 in Q3 of 2027, which is one quarter ahead of the guaranteed schedule in our EPC contract with Bechtel. I think that -- I believe that provides the market a very good indication as to the milestones that they should expect to see. I think we've laid them out fairly clearly. As we get closer to first LNG production and we have the opportunity to engage with the market, we will be able to provide even hopefully more specificity on the months that we expect to see the first LNG production and the exact month of expected substantial completion.

That's clear. For my second question, I wanted to ask on the commercial front, particularly given ongoing LNG supply disruptions globally, how should we think about NEXT's ability to announce long-term SPAs for potential Train 6 FID by the second half of '27? What details can you share on the types of counterparties from which you are seeing the most interest, particularly following the Qatar headlines this morning? And then maybe zooming out in the context of ongoing supply disruptions, how would you expect a bid for LNG supply security to drive potential contracting activity on potential Rio Grande capacity beyond Train 6?

Thank you. Yes, like I said in my comments, we've seen an increased interest in our LNG out of Rio Grande LNG as well as other U.S. LNG projects. After the Ukraine invasion and now that's ramped up even more with the Middle East conflict and the disruption of LNG in the region, I think it puts U.S. LNG, specifically Rio Grande LNG in an excellent position to sell more LNG out of our expansion capacity. I think the timing of this is absolutely perfect. As far as the timing of when we're going to be announcing SPAs, we've said that our plan is to commercialize the facility during the time that we'll be permitting it. So we are in the midst of permitting at FERC. We filed a formal application. We've received our schedule when we expect to get the final EIS. And we expect the approval from FERC not soon thereafter the final EIS is issued. So we expect to FID in the second half of next year. So you should expect to hear announcements on SPAs over the coming months as we approach those deadlines around the FERC issuing its order and our expectations to FID in the second half of next year.

Our next question comes from Doug Irwin with Citi.

I wanted to start with the ramp period volumes. You've obviously sold the 175 million tons already, but could you maybe speak to your ability to potentially sell some additional volumes here to take advantage of the current spread environment? Is that something you're maybe more comfortable doing now that you have better line of sight to first LNG on Train 1?

So as you can see on Slide 39 in our corporate presentation, we highlight very specifically the -- our expected available volumes that are uncontracted for certain periods of time like 2027 to Q1 of '29, Q1 of '29 to Q3 of 2030. So I think you're referring to those orange bars on that slide, which is in total during our ramp-up period, 100 TBtus of available volume. Right now -- we have said in the past that we got the question about whether or not we plan to forward sell more volumes. We're very, very comfortable with being long 1,100 TBtus during this period of time. And importantly, we're about 700-plus million TBtus long -- excuse me, 700 TBtus, not million TBtus, 700 TBtus long from Q1 '29 to Q2 2031. That period of time is not trading as high as '27 and '28. I'd say on average, those margins are probably more in line with our $5 guidance case. And we see the risk in that period as asymmetric to the upside. We think, obviously, prices could retrace down the road, maybe come off $1 or $2. But considering the situation in the Middle East, we're really not anticipating that situation to resolve very soon, and we could continue to see volatility in the region, which could create more upside for those volumes. So at this stage, I think we're comfortable not forward selling more of this volume, especially those volumes on the back end of the period of time that's in question.

Yes. That's helpful. And maybe a follow-up around Train 6 financing expectations. Just wanted to get your latest thoughts on how you expect to finance it, kind of what are the next milestones to look for? And kind of more broadly, does an improved margin outlook here during the first phase maybe give you a little bit of increased flexibility just throughout the process as you think about those options?

I'll turn that to John. Thanks for the question.

Yes. Thanks, Doug. As far as funding Train 6, first of all, I'll just start back at the -- and we talked about this a little bit of the contracting. We expect to contract a large portion of the capacity of Train 6 with long-term SPAs. And we've kind of said in the past, more than Train 5, more than that 75%, likely less than Phase 1, 90%, so somewhere in there. But that large percentage of contracted volumes, long-term investment-grade SPA offtake part is going to allow us to maximize the project level nonrecourse debt. That's number one in reducing kind of the equity need there. And then as far as the equity, we expect to maximize the use of our attractively-priced FinCo debt structure. And that's exactly why you hear us now refinancing bank capacity in Trains 1 through 5 to free up that capacity for Train 6. So we like that pricing. We like the delayed draw feature of that. So we think that's an effective thing. And then after that, obviously, the remainder will be funded with some form of equity or convertible instruments. And of course, we'll look to -- at the time, we'll look to maximize sort of the accretion for the shareholder at that point, but that's something we'll look at, at the time. And finally, I'd just say that when you think about the equity lift from our perspective, we think it's a very attractive project. We'd like to take a large portion, if not all, but we're also open to JV-ing with a strategic partner some level of it, retaining majority interest in it, but that sort of partnership that we may consider would also reduce the equity lift from a NextDecade perspective.

Yes. And I'll add on that last part that any sort of strategic structure that we're looking at, John and I are focused on maintaining a value for our shareholders that would not dilute in any way if we had just done it on our own. So it's not necessarily that we're trying to -- that we would be giving away equity. We'd be basically structuring in such a way that it maintains or maximizes value for our shareholders. It doesn't take anything away.

Our next question comes from Jason Gabelman with TD Cowen.

I wanted to go back to the exposure that you've locked in here, the 175 TBtu. Is that in line with the $6 per MMBtu margin that you're seeing over the next few years? I know you locked it in earlier in the year before margins really stepped up. So wondering if you can remind us what margins are there. And then as capacity comes online and it seems like construction is progressing better than previously expected, do you expect -- is there kind of upside to the spot volumes that you could have over the next, call it, 12 months or so?

So on the first question about the 175 TBtus, we -- you'll recall, we disclosed that when we did those, the margins that we expected to achieve on that were north of $3. So when we talk about the $6 weighted average price, it includes the impact of the volumes that were sold under those -- that 175 TBtus and the price that we sold it for. So the answer to your question is no, they're not the same $6 margins, but the margins associated with those sales are included in our weighted average $6 price, $6 margin that we're referring to. As far as the potential to produce additional volumes, all the volumes that we have in our projections do not include the potential to debottleneck the facilities. And there's always a chance that some of the trains could start up earlier than what we projected, including Train 1. But we're very, very confident now in the volumes that we provide in our guidance based upon the current ramp schedule and the discussions we've been having with Bechtel and the progress we've been making with the project.

Great. And my follow-up is since we're approaching start-up, I was hoping you could refresh us on how the cash flow distribution will work from Rio Grande up to the NextDecade level. Is it just a straight 20% payout from day 1? Or is it a bit more involved than that?