Business Context and Reporting Period
This Form 8-K filing by NextDecade Corporation (NextDecade) was submitted on August 30, 2018, reporting events occurring on August 24, 2018. The company, incorporated in Delaware, operates in the energy sector and is headquartered in The Woodlands, Texas. The filing specifically addresses a change in the company's independent registered public accounting firm.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on corporate governance regarding the audit firm.
Material Changes
- Dismissal of Auditor: On August 24, 2018, NextDecade dismissed Marcum LLP as its independent registered public accounting firm. The decision was recommended and approved by the Audit and Risk Committee.
- Engagement of New Auditor: On the same date, the Audit and Risk Committee unanimously approved the appointment of Grant Thornton LLP as the new independent registered public accounting firm.
- Audit History: Marcum's audit report for the year ended December 31, 2017, contained no adverse opinion, disclaimer, or qualification. However, the 2016 report included an explanatory paragraph regarding uncertainty about the company's ability to continue as a going concern, prior to the company's acquisition of NextDecade LNG, LLC in July 2017.
- Disagreements: The company reported no disagreements with Marcum regarding accounting principles, financial statement disclosures, or auditing scope/procedures during the years ended December 31, 2017 and 2016, or the interim period through August 24, 2018. No reportable events occurred.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, management commentary on future outlook, or specific risk factors beyond the standard disclosure of the auditor change. The company confirmed that no consultations were held with Grant Thornton regarding accounting principles or audit opinions prior to their engagement that would constitute a reportable event or disagreement.
Investor Verification Checklist
- Verify the reasons for the dismissal of Marcum LLP, as the filing states no disagreements occurred but does not explicitly detail the strategic rationale for the change.
- Review the attached letter from Marcum LLP (Exhibit 16.1) to confirm their agreement with the company's statements regarding the dismissal.
- Monitor future filings for the first financial statements audited by Grant Thornton LLP to assess any changes in accounting treatment or audit findings.
- Confirm the status of the "going concern" uncertainty noted in the 2016 audit report to ensure it has been fully resolved in subsequent periods.