UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 20212022
OR
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☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-5507
Tellurian Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | | | | |
Delaware | | 06-0842255 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | | | |
1201 Louisiana Street, | Suite 3100, | Houston, | TX | | 77002 |
(Address of principal executive offices) | | (Zip Code) |
(832) 962-4000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | | | | |
Securities registered pursuant to Section 12(b) of the Act: |
Title of each class | | Trading symbol | | Name of each exchange on which registered |
Common stock, par value $0.01 per share | | TELL | | NASDAQNYSE | Capital MarketAmerican LLC |
8.25% Senior Notes due 2028 | | TELZ | | NYSE | American LLC |
| | | | | |
Securities registered pursuant to Section 12(g) of the Act: | None |
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 x 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 x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 x
As of April 30, 2021,25, 2022, there were 409,630,935568,227,494 shares of common stock, $0.01 par value, issued and outstanding.
Tellurian Inc.
TABLE OF CONTENTS
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Item 1. | Condensed Consolidated Financial Statements | |
| | Condensed Consolidated Balance Sheets | |
| | Condensed Consolidated Statements of Operations | |
| | Condensed Consolidated Statement of Changes in Stockholders’ Equity | |
| | Condensed Consolidated Statements of Cash Flows | |
| | Notes to Condensed Consolidated Financial Statements | |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | |
Item 4. | Controls and Procedures | |
|
Item 1. | Legal Proceedings | |
Item 1A. | Risk Factors | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |
Item 5. | Other Information | |
Item 6. | Exhibits | |
| | |
Cautionary Information About Forward-Looking Statements
The information in this report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical facts, that address activity, events, or developments with respect to our financial condition, results of operations, or economic performance that we expect, believe or anticipate will or may occur in the future, or that address plans and objectives of management for future operations, are forward-looking statements. The words “anticipate,” “assume,” “believe,” “budget,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “initial,” “intend,” “likely,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “proposed,” “should,” “will,” “would” and similar terms, phrases, and expressions are intended to identify forward-looking statements. These forward-looking statements relate to, among other things:
•our businesses and prospects and our overall strategy;
•planned or estimated costs or capital expenditures;
•availability of liquidity and capital resources;
•our ability to obtain additional financing as needed and the terms of financing transactions, including for the Driftwood Project;
•revenues and expenses;
•progress in developing our projects and the timing of that progress;
•future values of the Company’s projects or other interests, operations or rights; and
•government regulations, including our ability to obtain, and the timing of, necessary governmental permits and approvals.
Our forward-looking statements are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors that we believe are appropriate under the circumstances. These statements are subject to a number of known and unknown risks and uncertainties, which may cause our actual results and performance to be materially different from any future results or performance expressed or implied by the forward-looking statements. Factors that could cause actual results and performance to differ materially from any future results or performance expressed or implied by the forward-looking statements include, but are not limited to, the following:
•the uncertain nature of demand for and price of natural gas and LNG;
•risks related to shortages of LNG vessels worldwide;
•technological innovation which may render our anticipated competitive advantage obsolete;
•risks related to a terrorist or military incident involving an LNG carrier;
•changes in legislation and regulations relating to the LNG industry, including environmental laws and regulations that impose significant compliance costs and liabilities;
•governmental interventions in the LNG industry, including increases in barriers to international trade;
•uncertainties regarding our ability to maintain sufficient liquidity and attract sufficient capital resources to implement our projects;
•our limited operating history;
•our ability to attract and retain key personnel;
•risks related to doing business in, and having counterparties in, foreign countries;
•our reliance on the skill and expertise of third-party service providers;
•the ability of our vendors, customers and other counterparties to meet their contractual obligations;
•risks and uncertainties inherent in management estimates of future operating results and cash flows;
•the potential discontinuation of LIBOR;our ability to maintain compliance with our debt arrangements;
•changes in competitive factors, including the development or expansion of LNG, pipeline and other projects that are competitive with ours;
•development risks, operational hazards and regulatory approvals;
•our ability to enter into and consummate planned financing and other transactions;
•risks related to pandemics or disease outbreaks;
•risks of potential impairment charges and reductions in our reserves; and
•risks and uncertainties associated with litigation matters.
The forward-looking statements in this report speak as of the date hereof. Although we may from time to time voluntarily update our prior forward-looking statements, we disclaim any commitment to do so except as required by securities laws.
DEFINITIONS
To the extent applicable, and as used in this quarterly report, the terms listed below have the following meanings:
| | | | | | | | |
Bcf | | Billion cubic feet of natural gas |
Bcf/d | | Bcf per day |
DD&A | | Depreciation, depletion and amortization |
DES | | Delivered ex-ship |
DFC | | Deferred financing costs |
EPC | | Engineering, procurement and construction |
FID | | Final investment decision as it pertains to the Driftwood Project |
GAAP | | Generally accepted accounting principles in the U.S. |
JKM | | Platts Japan Korea Marker index price for LNG |
LNG | | Liquefied natural gas |
LSTK | | Lump sum turnkey |
MMBtu | | Million British thermal units |
Mtpa | | Million tonnes per annum |
NasdaqNYSE American | | Nasdaq Capital MarketNYSE American LLC |
OTCPhase 1 | | Over-the-counter |
SEC | | U.S. SecuritiesPlants one and Exchange Commissiontwo of the Driftwood terminal |
Train | | An industrial facility comprised of a series of refrigerant compressor loops used to cool natural gas into LNG |
U.S. | | United States |
USACE | | U.S. Army Corps of Engineers |
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| TELLURIAN INC. AND SUBSIDIARIES | TELLURIAN INC. AND SUBSIDIARIES | TELLURIAN INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATED BALANCE SHEETS | CONDENSED CONSOLIDATED BALANCE SHEETS | CONDENSED CONSOLIDATED BALANCE SHEETS |
(in thousands, except share and per share amounts, unaudited) | (in thousands, except share and per share amounts, unaudited) | (in thousands, except share and per share amounts, unaudited) |
| | | March 31, 2021 | | December 31, 2020 | | March 31, 2022 | | December 31, 2021 |
ASSETS | ASSETS | | ASSETS | |
Current assets: | Current assets: | | Current assets: | |
Cash and cash equivalents | Cash and cash equivalents | $ | 58,729 | | | $ | 78,297 | | Cash and cash equivalents | $ | 295,728 | | | $ | 305,496 | |
Accounts receivable | Accounts receivable | 3,584 | | | 4,500 | | Accounts receivable | 14,666 | | | 9,270 | |
Prepaid expenses and other current assets | Prepaid expenses and other current assets | 1,411 | | | 2,105 | | Prepaid expenses and other current assets | 25,387 | | | 12,952 | |
Total current assets | Total current assets | 63,724 | | | 84,902 | | Total current assets | 335,781 | | | 327,718 | |
Property, plant and equipment, net | Property, plant and equipment, net | 59,671 | | | 61,257 | | Property, plant and equipment, net | 351,132 | | | 150,545 | |
Deferred engineering costs | Deferred engineering costs | 110,626 | | | 110,499 | | Deferred engineering costs | — | | | 110,025 | |
Non-current restricted cash | 3,443 | | | 3,440 | | |
Other non-current assets | Other non-current assets | 32,806 | | | 32,897 | | Other non-current assets | 45,293 | | | 33,518 | |
Total assets | Total assets | $ | 270,270 | | | $ | 292,995 | | Total assets | $ | 732,206 | | | $ | 621,806 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | LIABILITIES AND STOCKHOLDERS’ EQUITY | | LIABILITIES AND STOCKHOLDERS’ EQUITY | |
Current liabilities: | Current liabilities: | | Current liabilities: | |
Accounts payable | Accounts payable | $ | 25,247 | | | $ | 23,573 | | Accounts payable | $ | 7,802 | | | $ | 2,852 | |
Accounts payable due to related parties | 450 | | | 910 | | |
| Accrued and other liabilities | Accrued and other liabilities | 19,897 | | | 22,003 | | Accrued and other liabilities | 76,536 | | | 85,946 | |
Borrowings | Borrowings | 16,848 | | | 72,819 | | Borrowings | — | | | — | |
Total current liabilities | Total current liabilities | 62,442 | | | 119,305 | | Total current liabilities | 84,338 | | | 88,798 | |
Long-term liabilities: | Long-term liabilities: | | | | Long-term liabilities: | | | |
Borrowings | Borrowings | 0 | | | 38,275 | | Borrowings | 54,891 | | | 53,687 | |
Other non-current liabilities | Other non-current liabilities | 25,922 | | | 26,325 | | Other non-current liabilities | 68,322 | | | 61,020 | |
Total long-term liabilities | Total long-term liabilities | 25,922 | | | 64,600 | | Total long-term liabilities | 123,213 | | | 114,707 | |
| Stockholders’ equity: | Stockholders’ equity: | | Stockholders’ equity: | |
Preferred stock, $0.01 par value, 100,000,000 authorized: 6,123,782 and 6,123,782 shares outstanding, respectively | Preferred stock, $0.01 par value, 100,000,000 authorized: 6,123,782 and 6,123,782 shares outstanding, respectively | 61 | | | 61 | | Preferred stock, $0.01 par value, 100,000,000 authorized: 6,123,782 and 6,123,782 shares outstanding, respectively | 61 | | | 61 | |
Common stock, $0.01 par value, 800,000,000 authorized: 401,037,076 and 354,315,739 shares outstanding, respectively | 3,779 | | | 3,309 | | |
Common stock, $0.01 par value, 800,000,000 authorized: 545,890,311 and 500,453,575 shares outstanding, respectively | | Common stock, $0.01 par value, 800,000,000 authorized: 545,890,311 and 500,453,575 shares outstanding, respectively | 5,229 | | | 4,774 | |
Additional paid-in capital | Additional paid-in capital | 1,021,373 | | | 922,042 | | Additional paid-in capital | 1,517,031 | | | 1,344,526 | |
Accumulated deficit | Accumulated deficit | (843,307) | | | (816,322) | | Accumulated deficit | (997,666) | | | (931,060) | |
Total stockholders’ equity | Total stockholders’ equity | 181,906 | | | 109,090 | | Total stockholders’ equity | 524,655 | | | 418,301 | |
Total liabilities and stockholders’ equity | Total liabilities and stockholders’ equity | $ | 270,270 | | | $ | 292,995 | | Total liabilities and stockholders’ equity | $ | 732,206 | | | $ | 621,806 | |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
| TELLURIAN INC. AND SUBSIDIARIES | TELLURIAN INC. AND SUBSIDIARIES | TELLURIAN INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
(in thousands, except per share amounts, unaudited) | (in thousands, except per share amounts, unaudited) | (in thousands, except per share amounts, unaudited) |
| | | Three Months Ended March 31, | | Three Months Ended March 31, |
| | 2021 | | 2020 | | 2022 | | 2021 |
Revenues: | | Revenues: | | | | |
Natural gas sales | Natural gas sales | $ | 8,706 | | | $ | 8,217 | | Natural gas sales | $ | 25,989 | | | $ | 8,706 | |
LNG sales | | LNG sales | 120,951 | | | — | |
Total revenue | | Total revenue | 146,940 | | | 8,706 | |
| Operating costs and expenses: | Operating costs and expenses: | | Operating costs and expenses: | |
Cost of sales | Cost of sales | 2,406 | | | 2,879 | | Cost of sales | 135,827 | | | 2,406 | |
Development expenses | Development expenses | 8,141 | | | 11,183 | | Development expenses | 17,665 | | | 8,141 | |
Depreciation, depletion and amortization | Depreciation, depletion and amortization | 2,652 | | | 5,832 | | Depreciation, depletion and amortization | 4,021 | | | 2,652 | |
General and administrative expenses | General and administrative expenses | 15,111 | | | 17,239 | | General and administrative expenses | 32,325 | | | 15,111 | |
Severance and reorganization charges | 0 | | | 5,505 | | |
Total operating costs and expenses | Total operating costs and expenses | 28,310 | | | 42,638 | | Total operating costs and expenses | 189,838 | | | 28,310 | |
Loss from operations | Loss from operations | (19,604) | | | (34,421) | | Loss from operations | (42,898) | | | (19,604) | |
Interest expense, net | Interest expense, net | (5,892) | | | (6,396) | | Interest expense, net | (2,280) | | | (5,892) | |
Gain on extinguishment of debt, net | Gain on extinguishment of debt, net | 1,574 | | | 0 | | Gain on extinguishment of debt, net | — | | | 1,574 | |
Other (expense) income, net | (3,063) | | | 83 | | |
Other expense, net | | Other expense, net | (21,428) | | | (3,063) | |
Loss before income taxes | Loss before income taxes | (26,985) | | | (40,734) | | Loss before income taxes | (66,606) | | | (26,985) | |
Income tax | Income tax | 0 | | | 0 | | Income tax | — | | | — | |
Net loss | Net loss | $ | (26,985) | | | $ | (40,734) | | Net loss | $ | (66,606) | | | $ | (26,985) | |
Net loss per common share(1): | Net loss per common share(1): | | | | Net loss per common share(1): | | | |
Basic and diluted | Basic and diluted | $ | (0.08) | | | $ | (0.18) | | Basic and diluted | $ | (0.14) | | | $ | (0.08) | |
Weighted-average shares outstanding: | Weighted-average shares outstanding: | | | | Weighted-average shares outstanding: | | | |
Basic and diluted | Basic and diluted | 356,676 | | | 221,133 | | Basic and diluted | 491,337 | | | 356,676 | |
| | (1) The numerator for both basic and diluted loss per share is net loss. The denominator for both basic and diluted loss per share is the weighted-average shares outstanding during the period. | (1) The numerator for both basic and diluted loss per share is net loss. The denominator for both basic and diluted loss per share is the weighted-average shares outstanding during the period. | (1) The numerator for both basic and diluted loss per share is net loss. The denominator for both basic and diluted loss per share is the weighted-average shares outstanding during the period. |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
| TELLURIAN INC. AND SUBSIDIARIES | TELLURIAN INC. AND SUBSIDIARIES | TELLURIAN INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY | CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY | CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY |
(in thousands, unaudited) | (in thousands, unaudited) | (in thousands, unaudited) |
| | | | Three Months Ended March 31, | | | Three Months Ended March 31, |
| | | 2021 | | 2020 | | | 2022 | | 2021 |
Total shareholders’ equity, beginning balance | Total shareholders’ equity, beginning balance | | $ | 109,090 | | | $ | 166,285 | | Total shareholders’ equity, beginning balance | | $ | 418,301 | | | $ | 109,090 | |
| Preferred stock | Preferred stock | | 61 | | | 61 | | Preferred stock | | 61 | | | 61 | |
| Common stock: | Common stock: | | | Common stock: | | |
Beginning balance | Beginning balance | | 3,309 | | | 2,211 | | Beginning balance | | 4,774 | | | 3,309 | |
Common stock issuances | Common stock issuances | | 387 | | | 23 | | Common stock issuances | | 454 | | | 387 | |
Share-based compensation, net(1) | Share-based compensation, net(1) | | 23 | | | — | | Share-based compensation, net(1) | | 1 | | | 23 | |
| Settlement of Final Payment Fee | | — | | | 110 | | |
| | Warrant exercises | Warrant exercises | | 60 | | | — | | Warrant exercises | | — | | | 60 | |
Ending balance | Ending balance | | 3,779 | | | 2,344 | | Ending balance | | 5,229 | | | 3,779 | |
| Additional paid-in capital: | Additional paid-in capital: | | | Additional paid-in capital: | | |
Beginning balance | Beginning balance | | 922,042 | | | 769,639 | | Beginning balance | | 1,344,526 | | | 922,042 | |
Common stock issuances | Common stock issuances | | 88,776 | | | 13,238 | | Common stock issuances | | 171,204 | | | 88,776 | |
Share-based compensation, net(1) | Share-based compensation, net(1) | | 2,656 | | | 684 | | Share-based compensation, net(1) | | 906 | | | 2,656 | |
| Share-based payments | Share-based payments | | — | | | 111 | | Share-based payments | | 395 | | | — | |
Settlement of Final Payment Fee | | — | | | 9,036 | | |
Warrants issued in connection with Borrowings | | — | | | (2,109) | | |
| | Warrant exercises | Warrant exercises | | 8,117 | | | — | | Warrant exercises | | — | | | 8,117 | |
Warrant cancellation | Warrant cancellation | | (218) | | | — | | Warrant cancellation | | — | | | (218) | |
Ending balance | Ending balance | | 1,021,373 | | | 790,599 | | Ending balance | | 1,517,031 | | | 1,021,373 | |
| Accumulated deficit: | Accumulated deficit: | | | Accumulated deficit: | | |
Beginning balance | Beginning balance | | (816,322) | | | (605,626) | | Beginning balance | | (931,060) | | | (816,322) | |
Net loss | Net loss | | (26,985) | | | (40,734) | | Net loss | | (66,606) | | | (26,985) | |
Ending balance | Ending balance | | (843,307) | | | (646,360) | | Ending balance | | (997,666) | | | (843,307) | |
| Total shareholders’ equity, ending balance | Total shareholders’ equity, ending balance | | $ | 181,906 | | | $ | 146,644 | | Total shareholders’ equity, ending balance | | $ | 524,655 | | | $ | 181,906 | |
| | (1) Includes settlement of 2019 bonus that was accrued for in 2019. | |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
| TELLURIAN INC. AND SUBSIDIARIES | TELLURIAN INC. AND SUBSIDIARIES | TELLURIAN INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
(in thousands, unaudited) | (in thousands, unaudited) | (in thousands, unaudited) |
| | | Three Months Ended March 31, | | Three Months Ended March 31, |
| | 2021 | | 2020 | | 2022 | | 2021 |
Cash flows from operating activities: | Cash flows from operating activities: | | | | Cash flows from operating activities: | | | |
Net loss | Net loss | $ | (26,985) | | | $ | (40,734) | | Net loss | $ | (66,606) | | | $ | (26,985) | |
Adjustments to reconcile net loss to net cash used in operating activities: | Adjustments to reconcile net loss to net cash used in operating activities: | | Adjustments to reconcile net loss to net cash used in operating activities: | |
Depreciation, depletion and amortization | Depreciation, depletion and amortization | 2,652 | | | 5,832 | | Depreciation, depletion and amortization | 4,021 | | | 2,652 | |
Amortization of debt issuance costs, discounts and fees | Amortization of debt issuance costs, discounts and fees | 3,061 | | | 3,231 | | Amortization of debt issuance costs, discounts and fees | 61 | | | 3,061 | |
Share-based compensation | Share-based compensation | 1,571 | | | 683 | | Share-based compensation | 906 | | | 1,571 | |
| Share-based payments | Share-based payments | 0 | | | 111 | | Share-based payments | 396 | | | — | |
Interest elected to be paid-in-kind | Interest elected to be paid-in-kind | 508 | | | 130 | | Interest elected to be paid-in-kind | — | | | 508 | |
Loss (gain) on financial instruments not designated as hedges | 1,080 | | | (101) | | |
Unrealized loss on financial instruments not designated as hedges | | Unrealized loss on financial instruments not designated as hedges | 20,262 | | | 1,080 | |
| Net gain on extinguishment of debt | Net gain on extinguishment of debt | (1,574) | | | 0 | | Net gain on extinguishment of debt | — | | | (1,574) | |
Other | Other | (80) | | | 1,163 | | Other | 231 | | | (80) | |
Net changes in working capital (Note 15) | Net changes in working capital (Note 15) | 9,292 | | | 9,191 | | Net changes in working capital (Note 15) | (41,850) | | | 9,292 | |
Net cash used in operating activities | Net cash used in operating activities | (10,475) | | | (20,494) | | Net cash used in operating activities | (82,579) | | | (10,475) | |
| Cash flows from investing activities: | Cash flows from investing activities: | | Cash flows from investing activities: | |
Development of natural gas properties | Development of natural gas properties | (1,130) | | | (269) | | Development of natural gas properties | (25,305) | | | (1,130) | |
Purchase of property, plant and equipment | (270) | | | 0 | | |
Payment of LNG construction costs | | Payment of LNG construction costs | (24,500) | | | — | |
Land purchases and land improvements | | Land purchases and land improvements | (19,064) | | | (270) | |
Investment in unconsolidated entity | | Investment in unconsolidated entity | (6,089) | | | — | |
Net cash used in investing activities | Net cash used in investing activities | (1,400) | | | (269) | | Net cash used in investing activities | (74,958) | | | (1,400) | |
| Cash flows from financing activities: | Cash flows from financing activities: | | Cash flows from financing activities: | |
Proceeds from common stock issuances | Proceeds from common stock issuances | 91,929 | | | 13,324 | | Proceeds from common stock issuances | 176,974 | | | 91,929 | |
Equity issuance costs | Equity issuance costs | (2,766) | | | (63) | | Equity issuance costs | (5,316) | | | (2,766) | |
| Borrowing proceeds | | Borrowing proceeds | 1,178 | | | — | |
Borrowing issuance costs | | Borrowing issuance costs | (35) | | | — | |
Borrowing principal repayments | Borrowing principal repayments | (102,725) | | | (2,000) | | Borrowing principal repayments | — | | | (102,725) | |
Tax payments for net share settlement of equity awards (Note 15) | Tax payments for net share settlement of equity awards (Note 15) | (2,305) | | | 0 | | Tax payments for net share settlement of equity awards (Note 15) | — | | | (2,305) | |
Proceeds from warrant exercises | Proceeds from warrant exercises | 8,177 | | | 0 | | Proceeds from warrant exercises | — | | | 8,177 | |
Other | Other | (1) | | | 42 | | Other | (32) | | | (1) | |
Net cash (used in) provided by financing activities | (7,691) | | | 11,303 | | |
Net cash provided by (used in) financing activities | | Net cash provided by (used in) financing activities | 172,769 | | | (7,691) | |
| Net decrease in cash, cash equivalents and restricted cash | (19,566) | | | (9,460) | | |
Net increase (decrease) in cash, cash equivalents and restricted cash | | Net increase (decrease) in cash, cash equivalents and restricted cash | 15,232 | | | (19,566) | |
Cash, cash equivalents and restricted cash, beginning of period | Cash, cash equivalents and restricted cash, beginning of period | 81,738 | | | 68,482 | | Cash, cash equivalents and restricted cash, beginning of period | 307,274 | | | 81,738 | |
Cash, cash equivalents and restricted cash, end of period | Cash, cash equivalents and restricted cash, end of period | $ | 62,172 | | | $ | 59,022 | | Cash, cash equivalents and restricted cash, end of period | $ | 322,506 | | | $ | 62,172 | |
Supplementary disclosure of cash flow information: | Supplementary disclosure of cash flow information: | | | | Supplementary disclosure of cash flow information: | | | |
Interest paid | Interest paid | $ | 2,116 | | | $ | 2,905 | | Interest paid | $ | 1,057 | | | $ | 2,116 | |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Tellurian Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
NOTE 1 — GENERAL
The terms “we,” “our,” “us,” “Tellurian” and the “Company” as used in this report refer collectively to Tellurian Inc. and its subsidiaries unless the context suggests otherwise. These terms are used for convenience only and are not intended as a precise description of any separate legal entity associated with Tellurian Inc.
Nature of Operations
We planTellurian is developing and plans to develop, own and operate a global natural gas business and to deliver natural gas to customers worldwide. Tellurian is developing a portfolio of natural gas, production, LNG marketing, and infrastructure assets includingthat includes an LNG terminal facility (the “Driftwood terminal”) and, an associated pipeline (the “Driftwood pipeline”) in southwest Louisiana. Tellurian plans to develop, other related pipelines, and upstream natural gas assets. The Driftwood terminal and the Driftwood pipeline as part of what we refer to as the “Pipeline Network.” The Driftwood terminal, the Pipeline Network and required natural gas production assets are collectively referred to as the “Driftwood Project”.Project.”
Basis of Presentation
The accompanying unaudited consolidated financial statementsCondensed Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10with Rule 10-01 of Regulation S-X. Accordingly, certain notesthey do not include all of the information and other information have been condensed or omitted. The accompanying interimfootnotes required by GAAP for complete financial statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for the fair presentation of our Condensed Consolidated Financial Statements. These interim financial statementsand 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, 2020.2021.
Certain reclassifications have been made to conform prior period information to the current presentation. The reclassifications did not have a material effect on our consolidated financial position, results of operations or cash flows.
To conform with GAAP, we make estimates and assumptions that affect the amounts reported in our Condensed Consolidated Financial Statements and the accompanying notes. Although these estimates and assumptions are based on our best available knowledge at the time, actual results may differ.
Liquidity
Our Condensed Consolidated Financial Statements werehave been prepared in accordance with GAAP, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business as well as the Company’s ability to continue as a going concern. As of the date of the Condensed Consolidated Financial Statements, we have generated losses and negative cash flows from operations, and have an accumulated deficit. We have not yet established an ongoing source of revenues that is sufficient to cover our future operating costs and obligations as they become due during the twelve months following the issuance of the Condensed Consolidated Financial Statements.
The Company has sufficient cash on hand and available liquidity to satisfy ourits obligations and fund working capital needs.
We are planning to generate proceeds from our at-the-market program and have determined that it is probable that such proceeds will satisfy our obligations and fund ourits working capital needs for at least twelve months following the date of issuance of the financial statements. We also continueCondensed Consolidated Financial Statements. The Company has the ability to evaluate generatinggenerate additional proceeds from various other potential financing transactions, such as issuancestransactions. We are currently focused on the financing and construction of equity, equity-linked and debt securities, or similar transactions to fund our obligations and working capital needs.
Use of Estimates
To conform with GAAP, we make estimates and assumptions that affect the amounts reported in our Condensed Consolidated Financial Statements and the accompanying notes. Although these estimates and assumptions are based on our best available knowledge at the time, actual results may differ.Driftwood terminal.
NOTE 2 — PREPAID EXPENSES AND OTHER CURRENT ASSETS
The components of prepaid expenses and other current assets consist of the following (in thousands):
| | | March 31, 2021 | | December 31, 2020 | | March 31, 2022 | | December 31, 2021 |
Prepaid expenses | Prepaid expenses | $ | 1,064 | | | $ | 1,156 | | Prepaid expenses | $ | 413 | | | $ | 605 | |
Deposits | Deposits | 100 | | | 100 | | Deposits | 21,897 | | | 3,589 | |
Derivative asset | 0 | | | 843 | | |
Restricted cash | | Restricted cash | 3,000 | | | — | |
Derivative asset, net current | | Derivative asset, net current | — | | | 8,693 | |
Other current assets | Other current assets | 247 | | | 6 | | Other current assets | 77 | | | 65 | |
Total prepaid expenses and other current assets | Total prepaid expenses and other current assets | $ | 1,411 | | | $ | 2,105 | | Total prepaid expenses and other current assets | $ | 25,387 | | | $ | 12,952 | |
Deposits
Margin deposits posted with a third-party financial institution related to our financial instrument contracts were approximately $20.2 million and $2.1 million as of March 31, 2022 and December 31, 2021, respectively.
Restricted Cash
Restricted cash as of March 31, 2022, represents funds held in escrow under the terms of an agreement to purchase land for the Driftwood Project.
Tellurian Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
NOTE 3 — PROPERTY, PLANT AND EQUIPMENT
Property,The components of property, plant and equipment is comprisedconsist of fixed assets, proved oil and natural gas properties and finance leases, as shown belowthe following (in thousands):
| | | March 31, 2021 | | December 31, 2020 | | March 31, 2022 | | December 31, 2021 |
Land | $ | 14,180 | | | $ | 13,808 | | |
Upstream natural gas assets | | Upstream natural gas assets | | | |
Proved properties | Proved properties | 62,889 | | | 62,227 | | Proved properties | $ | 117,336 | | | $ | 96,297 | |
Wells in progress | Wells in progress | 603 | | | 492 | | Wells in progress | 25,497 | | | 17,653 | |
Corporate and other | 3,477 | | | 3,476 | | |
Total property, plant and equipment at cost | 81,149 | | | 80,003 | | |
Accumulated DD&A | Accumulated DD&A | (41,396) | | | (38,764) | | Accumulated DD&A | (52,539) | | | (48,638) | |
Right of use asset — finance leases | 19,918 | | | 20,018 | | |
Total upstream natural gas assets, net | | Total upstream natural gas assets, net | 90,294 | | | 65,312 | |
| Driftwood Project | | Driftwood Project | |
Land and land improvements | | Land and land improvements | 50,950 | | | 25,222 | |
Driftwood terminal construction in progress | | Driftwood terminal construction in progress | 148,930 | | | — | |
Finance lease assets, net of accumulated DD&A | | Finance lease assets, net of accumulated DD&A | 57,589 | | 57,883 |
Buildings and other assets, net of accumulated DD&A | | Buildings and other assets, net of accumulated DD&A | 363 | | | 371 | |
Total Driftwood Project, net | | Total Driftwood Project, net | 257,832 | | | 83,476 | |
| Fixed assets and other | | Fixed assets and other | |
Leasehold improvements and other assets | | Leasehold improvements and other assets | 4,443 | | | 3,104 | |
Accumulated DD&A | | Accumulated DD&A | (1,437) | | | (1,347) | |
Total fixed assets and other, net | | Total fixed assets and other, net | 3,006 | | | 1,757 | |
| Total property, plant and equipment, net | Total property, plant and equipment, net | $ | 59,671 | | | $ | 61,257 | | Total property, plant and equipment, net | $ | 351,132 | | | $ | 150,545 | |
Land
We own land in Louisiana intended for the purposeconstruction of constructing the Driftwood Project. During the three months ended March 31, 2022, we acquired land essential for the construction of the Driftwood Project at a total cost of $19.0 million, inclusive of capitalized land purchase options of approximately $5.5 million.
Driftwood Terminal Construction in Progress
During the year ended December 31, 2021, the Company initiated certain owner construction activities necessary to proceed under our LSTK EPC agreement with Bechtel Energy Inc., formerly known as Bechtel Oil, Gas and Chemicals, Inc. (“Bechtel”), for Phase 1 of the Driftwood terminal dated as of November 10, 2017 (the “Phase 1 EPC Agreement”). On March 24, 2022, the Company issued a limited notice to proceed to Bechtel under the Phase 1 EPC Agreement to commence construction of Phase 1 of the Driftwood terminal on April 4, 2022. As the Company commenced construction activities, Deferred engineering costs and Permitting Costs of approximately $110.0 million and $13.4 million, respectively, were transferred to construction in progress as of March 31, 2022. The Company capitalizes all directly identifiable project costs as construction in progress until the constructed assets are placed in service.
NOTE 4 — DEFERRED ENGINEERING COSTS
Deferred engineering costs of approximately $110.6 million, represent detailed engineering services related to the planned construction of the Driftwood terminal as of March 31, 2021. The balance in this account will bewere transferred to construction in progress upon reaching an affirmative FID byissuing the Company’s Board of Directors.limited notice to proceed to Bechtel in March 2022. See Note 3, Property, Plant and Equipment, for further information.
Tellurian Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
NOTE 5 — OTHER NON-CURRENT ASSETS
Other non-current assets consist of the following (in thousands):
| | | March 31, 2021 | | December 31, 2020 | | March 31, 2022 | | December 31, 2021 |
Land lease and purchase options | Land lease and purchase options | $ | 6,040 | | | $ | 5,831 | | Land lease and purchase options | $ | 799 | | | $ | 6,368 | |
Permitting costs | Permitting costs | 13,345 | | | 13,092 | | Permitting costs | — | | | 13,408 | |
Right of use asset — operating leases | Right of use asset — operating leases | 11,469 | | | 11,884 | | Right of use asset — operating leases | 13,437 | | | 10,166 | |
Restricted cash | | Restricted cash | 23,778 | | | 1,778 | |
Investment in unconsolidated entity | | Investment in unconsolidated entity | 6,089 | | | — | |
Other | Other | 1,952 | | | 2,090 | | Other | 1,190 | | | 1,798 | |
Total other non-current assets | Total other non-current assets | $ | 32,806 | | | $ | 32,897 | | Total other non-current assets | $ | 45,293 | | | $ | 33,518 | |
Land Lease and Purchase Options
We hold lease and purchase option agreements (the “Options”) for certain tracts of land and associated river frontage. Upon exercise of the Options, the leases are subject to maximum terms of 50 years (inclusive of various renewals, at the option of the Company). Costs of the Options will be amortized over the life of the lease once obtained, or capitalized into the cost of land if purchased. During the three months ended March 31, 2022, we capitalized land purchase options of approximately $5.5 million related to purchases for the Driftwood Project. Land purchase options held by the Company as of March 31, 2022 are related to the Driftwood pipeline.
Permitting Costs
Permitting costs primarily representrepresented the purchase of wetland credits in connection with our permit application to the USACE in 2017 and 2018. These wetland credits were transferred to construction in progress upon issuing the limited notice to proceed in March 2022 to Bechtel. See Note 3, Property, Plant and Equipment, for further information. These wetland credits will be applied to our permit in accordance with the Clean Water Act and the Rivers and Harbors Act, which require us to mitigate the potential impact to Louisiana wetlands that might be caused by the construction of the Driftwood Project. In May 2019, we received
Restricted Cash
Restricted cash as of March 31, 2022 and December 31, 2021, represents cash collateralization of a letter of credit associated with a finance lease.
Investment in unconsolidated entity
On February 24, 2022, the USACE permit.Company purchased 1.5 million ordinary shares of an unaffiliated entity engaged in renewable energy services for a total cost of approximately $6.1 million. This investment does not provide the Company with a controlling financial interest in or significant influence over the operating or financial decisions of the unaffiliated entity. The permitting costs will be transferred to construction in progress upon reaching an affirmative FID by the Company’s Board of Directors.investment was recorded at cost.
NOTE 6 — FINANCIAL INSTRUMENTS
Natural Gas Financial Instruments
As discussed in Note 9, BorrowingsDuring the fourth quarter of 2021, as part of enteringwe entered into the senior secured term loan credit agreement in 2018, we are required to enter into and maintain certain hedging transactions. As a result, we use derivativenatural gas financial instruments namely OTC commodity swap instruments (“commodity swaps”), to maintain compliance with this covenant. We do not hold or issue derivative financial instruments for trading purposes.
Commodity swap agreements involve payments to or receipts from counterparties based on the differential between two prices foreconomically hedge the commodity and include basis swapsprice exposure of a portion of our natural gas production. The Company’s open positions as of March 31, 2022, had notional volumes of 9.2 Bcf, with maturities extending through March 2023.
LNG Financial Futures
During the three months ended December 31, 2021, we entered into LNG financial future contracts to protect earnings from unduereduce our exposure to the risk of geographic disparities in commodity prices, as required by the negative covenant of the senior secured term loan credit agreement. The fair value of our commodity swaps is classified as Levelprice fluctuations, and to achieve more predictable cash flows relative to 2 LNG cargos that we were committed to purchase from and sell to unrelated third-party LNG merchants in the fair value hierarchynormal course of business in January and is based on standard industry incomeApril 2022. As of March 31, 2022, there were no open LNG financial futures positions.
Tellurian Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
approach modelsThe following table summarizes the effect of the Company’s financial instruments on the Condensed Consolidated Statements of Operations (in thousands):
| | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2022 | | 2021 |
Natural gas financial instruments: | | | | |
Realized (loss) gain | | $ | (715) | | | $ | 426 | |
Unrealized loss | | 15,101 | | | 1,080 | |
LNG financial futures: | | | | |
Realized gain | | 3,532 | | | — | |
Unrealized loss | | 5,161 | | | — | |
The following table presents the classification of the Company’s financial derivative assets and liabilities that use significant observable inputs, including but not limitedare required to New York Mercantile Exchange (NYMEX) natural gas forward curves and basis forward curves, all of which are validated against external sources at least monthly.
The Company recognizes all derivative instruments as either assets or liabilitiesbe measured at fair value on a netrecurring basis on the Company’s Condensed Consolidated Balance Sheets (in thousands):
| | | | | | | | | | | | | | |
| | March 31, 2022 | | December 31, 2021 |
Current assets: | | | | |
LNG financial futures | | — | | | $ | 8,693 | |
Current liabilities: | | | | |
Natural gas financial instruments | | $ | 15,101 | | | — | |
The Company’s natural gas and LNG financial instruments are valued using quoted prices in active exchange markets as theyof the balance sheet date and are with a single counterparty and subject to a master netting arrangement. The Company can net settle its derivative instruments at any time. As of March 31, 2021, we had a current liability, net of $0.1 million, and a non-current liability, net of $0.1 million, with respect toclassified as Level 1 within the fair value of the current and non-current portion of our commodity swaps.
We do not apply hedge accounting for our commodity swaps; therefore, all changes in fair value of the Company’s derivative instruments are recognized within Other income, net, in the Condensed Consolidated Statements of Operations. For the three months ended March 31, 2021, we recognized a realized gain of $0.4 million, as well as an unrealized loss of $1.1 million related to the changes in fair value of the commodity swaps in our Condensed Consolidated Statements of Operations. Derivative contracts which result in physical delivery of a commodity expected to be used or sold by the Company in the normal course of business are designated as normal purchases and sales and are exempt from derivative accounting. OTC arrangements require settlement in cash. Settlements of commodity derivative instruments are reported as a component of cash flows from operations in the Condensed Consolidated Statements of Cash Flows.
With respect to the commodity swaps, the Company hedged 5.6 Bcf of its fixed price and basis exposure, which represents a portion of its expected sales of equity production as of March 31, 2021. The open positions as of March 31, 2021 had maturities extending through September 2022.hierarchy.
NOTE 7 — RELATED PARTY TRANSACTIONS
In conjunction with the dismissal of prior litigation, we agreed to reimburse the Vice Chairman of our Board of Directors, Martin Houston, for reasonable attorneys’ fees and expenses he incurred during the litigation. As of March 31, 2021 a balance of approximately $0.5 million remained owed to Mr. Houston and has been classified within Accounts payable due to related parties on the Condensed Consolidated Balance Sheets.
NOTE 8 — ACCRUED AND OTHER LIABILITIES
The components of accrued and other liabilities consist of the following (in thousands):
| | | March 31, 2021 | | December 31, 2020 | | March 31, 2022 | | December 31, 2021 |
Project development activities | $ | 2,709 | | | $ | 3,228 | | |
Upstream accrued liabilities | | Upstream accrued liabilities | $ | 32,535 | | | $ | 26,421 | |
| Payroll and compensation | Payroll and compensation | 10,313 | | | 9,454 | | Payroll and compensation | 14,525 | | | 50,243 | |
Accrued taxes | Accrued taxes | 1,056 | | | 1,057 | | Accrued taxes | 498 | | | 991 | |
Professional services (e.g., legal, audit) | 2,023 | | | 1,004 | | |
Warrant liabilities | 0 | | | 3,774 | | |
Driftwood Project development activities | | Driftwood Project development activities | 5,163 | | | 435 | |
Lease liabilities | Lease liabilities | 1,998 | | | 1,950 | | Lease liabilities | 2,499 | | | 2,279 | |
Current derivative liability | | Current derivative liability | 15,101 | | | — | |
Accounts payable due to related parties | | Accounts payable due to related parties | 175 | | | — | |
Other | Other | 1,798 | | | 1,536 | | Other | 6,040 | | | 5,577 | |
Total accrued and other liabilities | Total accrued and other liabilities | $ | 19,897 | | | $ | 22,003 | | Total accrued and other liabilities | $ | 76,536 | | | $ | 85,946 | |
Accounts payable due to related parties
The Company entered into a one-year independent contractor agreement with Mr. Martin Houston, who serves as Vice Chairman and Director of the Company’s Board of Directors, effective January 1, 2022. Pursuant to the terms and conditions of this agreement, the Company will pay Mr. Houston a monthly fee of $50.0 thousand plus approved expenses. As of March 31, 2022, a balance of approximately $175.0 thousand was owed to Mr. Houston for contractor service fees and expenses.
Tellurian Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
NOTE 98 — BORROWINGS
The following tables summarize the Company’s borrowings as of March 31, 2021,2022, and December 31, 20202021 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| | | March 31, 2021 |
| | | Principal repayment obligation | | Unamortized DFC and discounts | | Carrying value |
2018 Term Loan, due September 2021 | | $ | 17,000 | | | $ | (152) | | | $ | 16,848 | |
2019 Term Loan | | 0 | | | 0 | | | 0 | |
2020 Unsecured Note | | 0 | | | 0 | | | 0 | |
Total borrowings | | $ | 17,000 | | | $ | (152) | | | $ | 16,848 | |
| | | | | | | |
| | | December 31, 2020 |
| | | Principal repayment obligation | | Unamortized DFC and discounts | | Carrying value |
2018 Term Loan, due September 2021 | | $ | 60,000 | | | $ | (805) | | | $ | 59,195 | |
2019 Term Loan, due March 2022 (a) | | 43,217 | | | (4,942) | | | 38,275 | |
2020 Unsecured Note | | 16,000 | | | (2,376) | | | 13,624 | |
Total borrowings | | $ | 119,217 | | | $ | (8,123) | | | $ | 111,094 | |
| | | | | | | |
| | | | | | | |
(a) Includes paid-in-kind interest on the 2019 Term Loan of $3.3 million. |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | March 31, 2022 |
| | | Principal repayment obligation | | Unamortized debt issuance costs and discounts | | Carrying value |
Senior Notes due 2028 | | $ | 57,678 | | | $ | (2,787) | | | $ | 54,891 | |
Total borrowings | | $ | 57,678 | | | $ | (2,787) | | | $ | 54,891 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | December 31, 2021 |
| | | Principal repayment obligation | | Unamortized debt issuance costs and discounts | | Carrying value |
Senior Notes due 2028 | | $ | 56,500 | | | $ | (2,813) | | | $ | 53,687 | |
Total borrowings | | $ | 56,500 | | | $ | (2,813) | | | $ | 53,687 | |
Senior Notes due 2028
On November 10, 2021, we sold in a registered public offering $50.0 million aggregate principal amount of 8.25% Senior Notes due November 30, 2028 (the “Senior Notes”). Net proceeds from the Senior Notes were approximately $47.5 million after deducting fees. The underwriter was granted an option to purchase up to an additional $7.5 million of the Senior Notes within 30 days. On December 7, 2021, the underwriter exercised the option and purchased an additional $6.5 million of the Senior Notes resulting in net proceeds of approximately $6.2 million after deducting fees. The Senior Notes have quarterly interest payments due on January 31, April 30, July 31, and October 31 of each year and on the maturity date.
At-the-Market Debt Offering Program
On December 17, 2021, we entered into an at-the-market debt offering program under which the Company may offer and sell from time to time on the NYSE American up to an aggregate principal amount of $200.0 million of additional Senior Notes. For the three months ended March 31, 2022, we sold approximately $1.2 million aggregate principal amount of additional Senior Notes for total proceeds of approximately $1.1 million after fees and commissions under our at-the-market debt offering program. See Note 16, Subsequent Events, for further information.
Extinguishment of the 2019 Term Loan
On May 23, 2019, Driftwood Holdings LP, a wholly owned subsidiary of the Company, entered into a senior secured term loan agreement (the “2019 Term Loan”) to borrow an aggregate principal amount of $60.0 million. On March 12, 2021 (the “Extinguishment Date”), we finalized a voluntary repayment of the remaining outstanding principal balance of the 2019 Term Loan. A total of approximately $43.7 million was repaid to the lender throughoutduring the first quarter of 2021 to satisfy the outstanding borrowing obligation. The extinguishment of the 2019 Term Loan resulted in an approximately $2.1 million gain, which was recognized within Gain on extinguishment of debt, net, on our Condensed Consolidated StatementStatements of Operations.
As a result of repaying the outstanding balance prior to its contractual maturity, an approximately $4.4 million in unamortized DFC and discount were included in the computation of the gain from the extinguishment of the 2019 Term Loan as of March 31, 2021.
The holder of the 2019 Term Loan held approximately 3.5 million unvested warrants that had a fair value of approximately $6.3 million as of the Extinguishment Date. Due to the extinguishment of the 2019 Term Loan, all the unvested warrants were contractually terminated (the “Terminated Warrants”), and their respective fair value was included in the computation of the gain on extinguishment of the 2019 Term Loan.
The fair value of the Terminated Warrants was determined using a Black-Scholes option pricing model.
Full Repayment of the 2020 Unsecured Note
On March 31, 2020, we made the final contractually required amortization payment of $4.0 million under the terms of the 2020 Unsecured Note, thereby satisfying all financial obligations under the 2020 Unsecured Note.
2018 Term Loan
On September 28, 2018, (the “Closing Date”), Tellurian Production Holdings LLC, (“Production Holdings”), a wholly owned subsidiary of the Company,Tellurian Inc., entered into a three-year senior secured term loan credit agreement (the “2018 Term Loan”) in an aggregate principal amount of $60.0 million.
Our use of proceeds from the 2018 Term Loan is predominantly restricted to capital expenditures associated with certain development and drilling activities and fees related to the transaction itself. As of March 31, 2021, unused proceeds from the 2018 Term Loan totaled $3.4 million and were classified as Non-current restricted cash on our Condensed Consolidated Balance Sheets.
We have the right, but not the obligation, to make voluntary principal repayments starting six months following the Closing Date in a minimum amount of $5.0 million or any integral multiples of $1.0 million in excess thereof. If no voluntary principal repayments are made, the principal amount, together with any accrued interest, is payable at the maturity date of
Tellurian Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
September 28, 2021. The 2018 Term Loan can be terminated without penalty, with an early termination payment equal to the outstanding principal plus accrued interest.
Amounts borrowed under the 2018 Term Loan are guaranteed by Tellurian Inc. and each of Production Holdings’ subsidiaries. The 2018 Term Loan is collateralized by a first priority lien on all assets of Production Holdings and its subsidiaries, including our proved natural gas properties.
On February 18, 2021, we voluntarily repaid approximately $43.0 million of the 2018 Term Loan outstanding principal balance. As a result of this voluntary repayment, we recognized an approximately $0.5 million loss, which was netted
Tellurian Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
against the gain on extinguishment of the 2019 Term Loan, and presented within Gain on extinguishment of debt, net, on our Condensed Consolidated StatementStatements of Operations on this partial extinguishment due to the pro-rata recognition of the unamortized DFC and discount associated with the 2018 Term Loan. See Note 16, Subsequent Events, for further information.
The carrying value of the 2018 Term Loan approximates its fair value.
Covenant Compliance
As of March 31, 2021,2022, the Company was in compliance with all covenants under itsthe indenture governing the Senior Notes.
Trade Finance Credit Line
On July 19, 2021, we entered into an uncommitted trade finance credit agreement. Referline for up to Note 6, Financial Instruments,$30.0 million that is intended to finance the purchase of LNG cargos for detailsultimate resale in the normal course of hedging transactions, asbusiness. On December 7, 2021, the uncommitted trade finance credit line was amended and increased to $150.0 million. As of and for the period ended March 31, 2021, entered into as required by the 2018 Term Loan described above.2022, no amounts were drawn under this credit line.
NOTE 109 — COMMITMENTS AND CONTINGENCIES
On April 23, 2019, weJanuary 26, 2022, our wholly owned subsidiary Tellurian Trading UK Ltd entered into an agreement to cancel 3 LNG cargos that the Company was committed to purchase in April, July and October 2022 under a master LNG sale and purchase agreement and related confirmation notices (collectively, the “SPA”(“LNG SPA”) we entered into in April 2019 with an unrelated third-party LNG merchant. Pursuant to the SPA, we committed to purchase one cargo of LNG per quarter through October 2022. The volume of each cargo is expected to range from 3.3 to 3.6 million MMBtu, and each cargoCompany will be purchasedrequired to pay a cancellation fee of approximately $1.0 million for all 3 LNG cargos. The Company does not have any further commitments or obligations under DES terms. The price of each cargo will be based on the JKM price in effect at the time of each purchase.this LNG SPA.
NOTE 1110 — STOCKHOLDERS’ EQUITY
At-the-Market ProgramEquity Offering Programs
We maintain anmultiple at-the-market equity offering programprograms pursuant to which we may sell shares of our common stock from time to time on Nasdaq. Forthe NYSE American. During the three months ended March 31, 2021,2022, we issued 38.745.4 million shares of our common stock under our at-the-market programequity offering programs for net proceeds of approximately $89.2$171.7 million. As of March 31, 2021,2022, we had remaining availability under thesuch at-the-market programprograms to raise aggregate gross sales proceeds of up to approximately $241.9$255.8 million. See Note 16, Subsequent Events, for further information.
Common Stock Purchase Warrants
2019 Term Loan
During the first quarter of 2021, the lender of the 2019 Term Loan purchasedexercised warrants to purchase approximately 6.0 million shares of our common stock for total proceeds of approximately $8.2 million. As discussed in Note 9,8, Borrowings, the 2019 Term Loan has been repaid in full and the lender no longer holds any warrants.
2020 Unsecured Note
In conjunction with the issuance of the 2020 Unsecured Note, we issued a warrant providing the lender with the right to purchase up to 20.0 million shares of our common stock at $1.542 per share (the “2020 Warrant”). The 2020 Warrant vested immediately and will expire in October 2025. The 2020 Warrant has been excluded from the computation of diluted loss per share because including it in the computation would have been antidilutive for the periods presented.
Preferred Stock
In March 2018, we entered into a preferred stock purchase agreement with BDC Oil and Gas Holdings, LLC (“Bechtel Holdings”), a Delaware limited liability company and an affiliate of Bechtel, Oil, Gas and Chemicals, Inc., a Delaware corporation, pursuant to which we sold to Bechtel Holdings approximately 6.1 million shares of our Series C convertible preferred stock (the “Preferred Stock”).
The holders of the Preferred Stock do not have dividend rights but do have a liquidation preference over holders of our common stock. The holders of the Preferred Stock may convert all or any portion of their shares into shares of our common stock on a 1-for-one basis. At any time after “Substantial Completion” of “Project 1,” each as defined in and pursuant to the LSTKPhase 1 EPC Agreement, for the Driftwood LNG Phase 1 Liquefaction Facility, dated as of November 10, 2017, or at any time after March 21, 2028, we have the right to cause all of the Preferred Stock to be converted into shares of our common stock on a 1-for-one basis. The Preferred Stock has been excluded from the computation of diluted loss per share because including it in the computation would have been antidilutive for the periods presented.
Tellurian Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
NOTE 1211 — SHARE-BASED COMPENSATION
We have granted restricted stock and restricted stock units (collectively, “Restricted Stock”), as well as unrestricted stock and stock options, to employees, directors and outside consultants (collectively, the “grantees”) under the Tellurian Inc. 2016 Omnibus Incentive Compensation Plan, as amended (the “2016 Plan”), and the Amended and Restated Tellurian Investments Inc. 2016 Omnibus Incentive Plan (the “Legacy Plan”). The maximum number of shares of Tellurian common stock authorized for issuance under the 2016 Plan is 40 million shares of common stock, and no further awards can be granted under the Legacy Plan.
Upon the vesting of restricted stock, shares of common stock will be released to the grantee. Upon the vesting of restricted stock units, the units will be converted into either cash, stock, or a combination thereof. As of March 31, 2021,2022, there was no Restricted Stock that would be required to be settled in cash.
Tellurian Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
As of March 31, 2021,2022, we had approximately 29.731.0 million shares of performance-based Restricted Stock outstanding, of which approximately 19.319.2 million shares will vest entirely at FID, as defined in the award agreements, and approximately 9.811.2 million shares will vest in one-third increments at FID and the first and second anniversaries of FID. The remaining shares of performance-based Restricted Stock, totaling approximately 0.6 million shares, will vest based on other criteria. As of March 31, 2021, 02022, no expense had been recognized in connection with performance-based Restricted Stock.
As of March 31, 2021, we had approximately 2.3 million shares of time-based Restricted Stock outstanding. They primarily represent the settlement of the 2019 employee bonuses, which were recognized as compensation expenses and included in our accrued liabilities balance as of December 31, 2019, and will vest in their entirety during 2021.
For the three months ended March 31, 2021,2022, the recognized share-based compensation expenses related to all share-based awards totaled approximately $1.6$0.9 million. As of March 31, 2021,2022, unrecognized compensation expenses, based on the grant date fair value, for all share-based awards totaled approximately $202.2$201.3 million. Further, the approximately 32.031.0 million shares of performance-based and time-based Restricted Stock, as well as approximately 11.211.1 million stock options outstanding, have been excluded from the computation of diluted loss per share because including them in the computation would have been antidilutive for the periods presented.
NOTE 12 — INCENTIVE COMPENSATION PROGRAM
On November 18, 2021, the Company’s Board of Directors approved the adoption of the Tellurian Incentive Compensation Program (the “Incentive Compensation Program” or “ICP”). The ICP allows the Company to award short-term and long-term performance and service-based incentive compensation to full-time employees of the Company. ICP awards may be earned with respect to each calendar year and are determined based on guidelines established by the Compensation Committee of the Board of Directors, as administrator of the ICP.
Long-term incentive awards
Long-term incentive (“LTI”) awards under the ICP were granted in January 2022 in the form of “tracking units,” at the discretion of the Company’s Board of Directors (the “2021 LTI Award”). Each such tracking unit has a value equal to 1 share of Tellurian common stock and entitles the grantee to receive, upon vesting, a cash payment equal to the closing price of our common stock on the trading day prior to the vesting date. These tracking units will vest in 3 equal tranches at grant date, and the first and second anniversaries of the grant date. Non-vested tracking unit awards as of March 31, 2022 and awards granted during the period were as follows:
| | | | | | | | | | | |
| Number of Tracking Units (in thousands) | | Price per Tracking Unit |
Balance at January 1, 2022 | — | | | — | |
Granted | 19,309 | | | $ | 3.09 | |
Vested | (6,436) | | | 3.38 | |
Forfeited | (76) | | | 2.70 | |
Unvested balance at March 31, 2022 | 12,797 | | | $ | 5.30 | |
We recognize compensation expense for awards with graded vesting schedules over the requisite service periods for each separately vesting portion of the award as if each award was in substance multiple awards. Compensation expense for the first tranche of the 2021 LTI Award that vested at the grant date was recognized over the performance period when it was probable that the performance condition was achieved. Compensation expense for the second and third tranches of the 2021 LTI Award is recognized on a straight-line basis over the requisite service period. Compensation expense for unvested tracking units is subsequently adjusted each reporting period to reflect the estimated payout levels based on changes in the Company’s stock price and actual forfeitures. For the three months ended March 31, 2022, we recognized approximately $12.7 million in compensation expense for the second and third tranches of the 2021 LTI Award.
NOTE 13 — INCOME TAXES
Due to our cumulative loss position, historical net operating losses (“NOLs”), and other available evidence related to our ability to generate taxable income, we have recorded a full valuation allowance against our net deferred tax assets as of March 31, 20212022 and December 31, 2020.2021. Accordingly, we have not recorded a provision for federal, state or foreign income taxes during the three months ended March 31, 2021.2022.
We experienced ownership changes as defined by Internal Revenue Code (“IRC”) Section 382 in 2017, and an analysis of the annual limitation on the utilization of our NOLs was performed at that time. It was determined that IRC Section 382 will not limit the use of our NOLs over the carryover period. We will continue to monitor trading activity in our shares that may cause an additional ownership change, which may ultimately affect our ability to fully utilize our existing NOL carryforwards.
Tellurian Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
NOTE 14 — LEASES
Finance Leases
Our land leases are classified as financingfinance leases and include 1one or more options to extend the lease term for up to 40 years, as well as to terminate the lease within five years, at our sole discretion. We are reasonably certain that those options will be exercised, and that our termination rights will not be exercised, and we have, therefore, included those assumptions within our right of use assets and corresponding lease liabilities. As of March 31, 2021, the weighted-average remaining lease term for our financing leases was approximately fifty years. As none of our finance leases provide an implicit rate, we have determined our own discount rate, which, on a weighted-average basis at March 31, 2021, was approximately 13%.
As of March 31, 2021, our financing leases had a corresponding right of use asset of approximately $19.9 million, which is recognized within Property, plant and equipment, net, and a total lease liability of approximately $13.5 million, which is recognized in Other non-current liabilities. For the three months ended March 31, 2021 and 2020, our finance lease costs, which are associated with the interest on our lease liabilities, were approximately $0.5 million and $0.3 million, respectively.
Operating Leases
Our office space leases are classified as operating leases and include 1one or more options to extend the lease term for up to 10 years, at our sole discretion. As we are not reasonably certain that those options will be exercised, none are recognized as part of our right of use assets and lease liabilities. As of March 31, 2021, our weighted-average remaining lease term for our operating leases was approximately five years. As none of our operating leases provide an implicit rate, we have determined our own discount rate, which,rate.
The following table shows the classification and location of our right-of-use assets and lease liabilities on a weighted-average basis at March 31, 2021, was approximately 8%.our Consolidated Balance Sheets (in thousands):
| | | | | | | | | | | | | | | | | |
Leases | | Consolidated Balance Sheets Classification | March 31, 2022 | | December 31, 2021 |
Right of use asset | | | | | |
Operating | | Other non-current assets | $ | 13,437 | | | $ | 10,166 | |
Finance | | Property, plant and equipment, net | 57,589 | | | 57,883 | |
Total leased assets | | | $ | 71,026 | | | $ | 68,049 | |
Liabilities | | | | | |
Current | | | | | |
Operating | | Accrued and other liabilities | $ | 2,365 | | | $ | 2,147 | |
Finance | | Accrued and other liabilities | 134 | | | 132 | |
Non-Current | | | | | |
Operating | | Other non-current liabilities | 12,553 | | | 9,563 | |
Finance | | Other non-current liabilities | 50,068 | | | 50,103 | |
Total leased liabilities | | | $ | 65,120 | | | $ | 61,945 | |
Lease costs recognized in our Consolidated Statements of Operations is summarized as follows (in thousands):
| | | | | | | | | | | |
| Three months ended |
Lease Costs | 2022 | | 2021 |
Operating lease cost | $ | 685 | | | $ | 724 | |
Finance lease cost | | | |
Amortization of lease assets | 294 | | | 100 | |
Interest on lease liabilities | 994 | | | 456 | |
Finance lease cost | $ | 1,288 | | | $ | 556 | |
Total lease cost | $ | 1,973 | | | $ | 1,280 | |
Other information about lease amounts recognized in our Consolidated Financial Statements is as follows:
| | | | | |
| March 31, 2022 |
Lease term and discount rate | |
Weighted average remaining lease term (years) | |
Operating lease | 5.2 |
Finance lease | 49.2 |
Weighted average discount rate | |
Operating lease | 6.1 | % |
Finance lease | 9.4 | % |
Tellurian Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
As of March 31, 2021,The following table includes other quantitative information for our operating and finance leases had a corresponding right of use asset of approximately $11.5 million, which is recognized within Other non-current assets, and a total lease liability of approximately $13.2 million which is recognized within Accrued and other liabilities (approximately $2.0 million) and Other non-current liabilities (approximately $11.2 million). For the three months ended March 31, 2021 and 2020, our operating lease costs were $0.7 million and $0.9 million, respectively. For the three months ended March 31, 2021 and 2020, we paid approximately $0.7 million, and $0.9 million, respectively, in cash for amounts included in the measurement of operating lease liabilities, all of which are presented within operating cash flows.(in thousands):
| | | | | | | | | | | |
| Three months ended March 31, |
| 2022 | | 2021 |
Cash paid for amounts included in the measurement of lease liabilities: | | | |
Operating cash flows from operating leases | $ | 743 | | | $ | 724 | |
Operating cash flows from finance leases | $ | — | | | $ | — | |
Financing cash flows from finance leases | $ | — | | | $ | — | |
The table below presents a maturity analysis of our lease liability on an undiscounted basis and reconciles those amounts to the present value of the lease liability as of March 31, 20212022 (in thousands):
| Maturity of lease liability | Operating | | Finance | |
2021 | $ | 2,231 | | | $ | 1,369 | | |
| | | Operating | | Finance |
2022 | 2022 | 3,006 | | | 1,826 | | 2022 | $ | 2,350 | | | $ | 3,083 | |
2023 | 2023 | 3,044 | | | 1,826 | | 2023 | 3,316 | | | 4,111 | |
2024 | 2024 | 3,081 | | | 1,826 | | 2024 | 3,359 | | | 4,111 | |
2025 | 2025 | 3,119 | | | 1,826 | | 2025 | 3,401 | | | 4,111 | |
After 2025 | 1,861 | | | 82,368 | | |
2026 | | 2026 | 3,423 | | | 4,111 | |
After 2026 | | After 2026 | 1,633 | | | 182,222 | |
Total lease payments | Total lease payments | $ | 16,342 | | | $ | 91,041 | | Total lease payments | $ | 17,482 | | | $ | 201,749 | |
Less: discount | Less: discount | 3,154 | | | 77,532 | | Less: discount | 2,564 | | | 151,547 | |
Present value of lease liability | Present value of lease liability | $ | 13,188 | | | $ | 13,509 | | Present value of lease liability | $ | 14,918 | | | $ | 50,202 | |
NOTE 15 — ADDITIONAL CASH FLOW INFORMATION
The following table provides information regarding the net changes in working capital (in thousands):
| | | Three Months Ended March 31, | | Three Months Ended March 31, |
| | 2021 | | 2020 | | 2022 | | 2021 |
Accounts receivable | Accounts receivable | $ | 916 | | | $ | 1,811 | | Accounts receivable | $ | (5,396) | | | $ | 916 | |
Prepaid expenses and other current assets | 5 | | | 2,262 | | |
Prepaid expenses and other current assets 1 | | Prepaid expenses and other current assets 1 | (14,595) | | | 5 | |
Accounts payable | Accounts payable | 1,674 | | | 3,280 | | Accounts payable | 4,950 | | | 1,674 | |
Accounts payable due to related parties | Accounts payable due to related parties | (460) | | | 0 | | Accounts payable due to related parties | 175 | | | (460) | |
Accrued liabilities | 7,669 | | | 2,500 | | |
Accrued liabilities 1 | | Accrued liabilities 1 | (27,810) | | | 7,669 | |
Other, net | Other, net | (512) | | | (662) | | Other, net | 826 | | | (512) | |
Net changes in working capital | Net changes in working capital | $ | 9,292 | | | $ | 9,191 | | Net changes in working capital | $ | (41,850) | | | $ | 9,292 | |
1 Excludes changes in the Company’s derivative assets and liabilities.
The following table provides supplemental disclosure of cash flow information (in thousands):
| | | Three Months Ended March 31, | | Three Months Ended March 31, |
| | 2021 | | 2020 | | 2022 | | 2021 |
Non-cash accruals of property, plant and equipment and other non-current assets | Non-cash accruals of property, plant and equipment and other non-current assets | $ | (356) | | | $ | 2,174 | | Non-cash accruals of property, plant and equipment and other non-current assets | $ | 10,931 | | | (356) | |
Non-cash settlement of withholding taxes associated with the 2019 bonus and vesting of certain awards | Non-cash settlement of withholding taxes associated with the 2019 bonus and vesting of certain awards | 2,305 | | | 0 | | Non-cash settlement of withholding taxes associated with the 2019 bonus and vesting of certain awards | — | | | 2,305 | |
Non-cash settlement of the 2019 bonus | Non-cash settlement of the 2019 bonus | 3,258 | | | 0 | | Non-cash settlement of the 2019 bonus | — | | | 3,258 | |
Non-cash settlement of Final Payment Fee | 0 | | | 8,539 | | |
Tradable equity securities | 0 | | | 2,362 | | |
Tellurian Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of such amounts shown in the Condensed Consolidated Statements of Cash Flows (in thousands):
| | | Three Months Ended March 31, | | Three Months Ended March 31, |
| | 2021 | | 2020 | | 2022 | | 2021 |
Cash and cash equivalents | Cash and cash equivalents | $ | 58,729 | | | $ | 55,452 | | Cash and cash equivalents | $ | 295,728 | | | $ | 58,729 | |
Current restricted cash | | Current restricted cash | 3,000 | | | — | |
Non-current restricted cash | Non-current restricted cash | 3,443 | | | 3,570 | | Non-current restricted cash | 23,778 | | | 3,443 | |
Total cash, cash equivalents and restricted cash shown in the statements of cash flows | Total cash, cash equivalents and restricted cash shown in the statements of cash flows | $ | 62,172 | | | $ | 59,022 | | Total cash, cash equivalents and restricted cash shown in the statements of cash flows | $ | 322,506 | | | $ | 62,172 | |
NOTE 16 — SUBSEQUENT EVENTS
At-the-Market ProgramPrograms
Subsequent to March 31, 2021,2022, and through the date of this filing, we issuedsold approximately 7.922.3 million shares of common stock for total proceeds of approximately $128.1 million, net of approximately $4.0 million in fees and commissions, under our at-the-market equity offering program for totalprograms. We did not sell any Senior Notes under the at-the-market debt offering program. On April 7, 2022, the Company increased the maximum aggregate sales proceeds of approximately $15.2one of our at-the-market equity offering programs from $200.0 million net of approximately $0.5 million in fees and commissions.to $400.0 million. As of April 30, 2020,the date of this filing, we have remaining capacity under our at-the-market programavailability to raise aggregate gross sales proceeds of approximately $226.3 million.$522.6 million under our at-the-market debt and equity offering programs.
2018 Term Loan Extinguishment
On April 23, 2021, we voluntarily repaid the outstanding principal balance of $17.0 million and all associated interest under the 2018 Term Loan, thereby satisfying all of our borrowing obligations under the 2018 Term Loan.
Tellurian Inc. and Subsidiaries
Management's Discussion and Analysis of Financial Condition and Results of Operations
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introduction
The following discussion and analysis presents management’s view of our business, financial condition and overall performance and should be read in conjunction with our Condensed Consolidated Financial Statements and the accompanying notes. This information is intended to provide investors with an understanding of our past development activities, current financial condition and outlook for the future organized as follows:
•Our Business
•Overview of Significant Events
•Liquidity and Capital Resources
•Capital Development Activities
•Results of Operations
•Recent Accounting Standards
Our Business
Tellurian Inc. (“Tellurian,” “we,” “us,” “our,” or the “Company”) intends, a Delaware corporation, is a Houston-based company that is developing and plans to create value for shareholders by building a low-cost, global natural gas business, profitably delivering natural gas to customers worldwide (the “Business”). We are developingoperate a portfolio of natural gas, production, LNG marketing, and infrastructure assets that includes an LNG terminal facility (the “Driftwood terminal”) and, an associated pipeline (the “Driftwood pipeline”), other related pipelines, (the “Pipeline Network”and upstream natural gas assets (collectively referred to as the “Business”). We refer toThe Driftwood terminal and the Driftwood terminal, the Pipeline Network and required natural gas production assetspipeline are collectively referred to as the “Driftwood Project.”Project”. Our existing natural gas production assets consist of 9,70413,521 net acres and interests in 7282 producing wells located in the Haynesville Shale trend of northern Louisiana. Our Business may be developed in phases.
As part of our execution strategy, which includes increasing our asset base, we will consider partneringvarious commercial arrangements with third parties across the natural gas value chain. We are also pursuing activities such as direct sales of LNG to global counterparties, trading of LNG, the acquisition of additional upstream acreage theand drilling of new wells on our existing or newly acquired upstream acreageacreage. We are currently focused on the financing and trading LNG.construction of the Driftwood terminal.
We continue to evaluate and discuss with potential partners, the scope and other aspects of our Business in light of the evolving economic environment, needs of potential partnerscounterparties and other factors. How we execute our Business will be based on a variety of factors, including the results of our continuing analysis, changing business conditions and market feedback.
Overview of Significant Events
Debt ReductionsLimited Notice to Proceed
DuringOn March 24, 2022 the first quarterCompany issued a limited notice to proceed to Bechtel Energy Inc., formerly known as Bechtel Oil, Gas and Chemicals, Inc. (“Bechtel”), under our LSTK EPC agreement for Phase 1 of 2021, we repaid a totalthe Driftwood terminal dated as of November 10, 2017 (the “Phase 1 EPC Agreement”).
Land purchases
In January 2022, the Company exercised and capitalized land options of approximately $102.7$5.5 million in outstanding principal balanceto purchase land essential to the construction of our borrowing obligations. Asthe Driftwood Project for approximately $12.0 million.
LNG Trading Activities
The Company does not have any further commitments or obligations to purchase LNG cargos under its existing master LNG sale and purchase agreement. Refer to Note 9, Commitments and Contingencies, for further information.
Tellurian Inc. and Subsidiaries
Management's Discussion and Analysis of March 31, 2021, we had one term loan outstanding with an outstanding balanceFinancial Condition and Results of $17.0 million. On April 23, 2021, the remaining outstanding principal balance was voluntarily repaid.Operations
Liquidity and Capital Resources
Capital Resources
We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. We are currently funding our operations, development activities and general working capital needs through our cash on hand. Our current capital resources consist of approximately $58.7$295.7 million of cash and cash equivalents as of March 31, 2021, on a consolidated basis, of which approximately $9.4 million is maintained at a wholly owned subsidiary of Tellurian Production Holdings LLC.2022. We currently maintain an at-the-market debt and equity offering program underprograms pursuant to which aswe sell our Senior Notes and common stock from time to time. As of the date of this filing, we have remaining availability to raise aggregate gross sales proceeds of approximately $226.3 million. Since January 1, 2021, and through April 30, 2021, we have sold approximately 46.5$522.6 million shares of common stock under our at-the-market program for total proceeds of approximately $104.3 million, net of approximately $3.2 million in fees and commissions. We plan to enter into a new at-the-market equity offering program shortly after the filing of this report.these programs.
As of March 31, 2021,2022, we had total indebtedness of $17.0$57.7 million, thatnone of which is scheduled to be repaid within the next twelve months. We also had contractual obligations associated with our finance and operating leases totaling $107.4$219.2 million, of which $4.8$7.3 million is scheduled to be paid within the next twelve months.
On April 23, 2021, the remaining indebtedness balance of $17.0 million was voluntarily repaid.
Tellurian Inc.The Company has sufficient cash on hand and Subsidiaries
Management's Discussion and Analysis of Financial Condition and Results of Operations
We are planningavailable liquidity to generate proceeds from our at-the-market program and have determined that it is probable that such proceeds will satisfy ourits obligations and fund ourits working capital needs for at least twelve months following the date of issuance of the consolidated financial statements. We also continueThe Company has the ability to evaluate generatinggenerate additional proceeds from various other potential financing transactions, such as issuancestransactions. We are currently focused on the financing and construction of equity, equity-linked and debt securities, or similar transactions to fund our obligations and working capital needs.the Driftwood terminal.
Sources and Uses of Cash
The following table summarizes the sources and uses of our cash and cash equivalents and costs and expenses for the periods presented (in thousands):
| | | Three Months Ended March 31, | | Three Months Ended March 31, |
| | | 2021 | | 2020 | | 2022 | | 2021 |
Cash used in operating activities | Cash used in operating activities | | $ | (10,475) | | | $ | (20,494) | | Cash used in operating activities | | $ | (82,579) | | | $ | (10,475) | |
Cash used in investing activities | Cash used in investing activities | | (1,400) | | | (269) | | Cash used in investing activities | | (74,958) | | | (1,400) | |
Cash (used in) provided by financing activities | | (7,691) | | | 11,303 | | |
Cash provided by (used in) financing activities | | Cash provided by (used in) financing activities | | 172,769 | | | (7,691) | |
| Net decrease in cash, cash equivalents and restricted cash | | (19,566) | | | (9,460) | | |
Net increase (decrease) in cash, cash equivalents and restricted cash | | Net increase (decrease) in cash, cash equivalents and restricted cash | | 15,232 | | | (19,566) | |
Cash, cash equivalents and restricted cash, beginning of the period | Cash, cash equivalents and restricted cash, beginning of the period | | 81,738 | | | 68,482 | | Cash, cash equivalents and restricted cash, beginning of the period | | 307,274 | | | 81,738 | |
Cash, cash equivalents and restricted cash, end of the period | Cash, cash equivalents and restricted cash, end of the period | | $ | 62,172 | | | $ | 59,022 | | Cash, cash equivalents and restricted cash, end of the period | | $ | 322,506 | | | $ | 62,172 | |
| Net working capital | Net working capital | | $ | 1,282 | | | $ | 3,699 | | Net working capital | | $ | 251,443 | | | $ | 1,282 | |
Cash used in operating activities for the three months ended March 31, 2021 decreased2022 increased by approximately $10.0$72.1 million compared to the same period in 2020 due to an overall decreaseincrease in disbursements in the normal course of business.
Cash used in investing activities for the three months ended March 31, 20212022 increased by approximately $1.1$73.6 million compared to the same period in 2020. This increase is predominantly driven by2021 primarily related to increased natural gas development activities.activities of $25.3 million, land purchases and land improvements of $19.1 million, the payment of LNG construction costs of $24.5 million and an investment of $6.1 million in an unconsolidated entity, as compared to the same period in 2021.
Cash provided by (used in) provided by financing activities for the three months ended March 31, 2021 decreased2022 increased by approximately $19.0$180.5 million compared to the same period in 2020.2021. This decreaseincrease is primarily relatesdue to approximately $171.7 million in net proceeds from equity issuances as compared to $89.2 million in the prior period as well as approximately $102.7 million in principal repayments of our borrowings compared to $2.0 million in the prior period. This increase in principal repayments was offset by an increase in net proceeds of approximately $89.2 million from equity issuances compared to approximately $13.3 million in the prior period. See Note 9, Borrowings,of our Notes to the Condensed Consolidated Financial Statements for further information.
Borrowings
As of March 31, 2021,2022, we had total indebtedness of approximately $17.0$57.7 million, all of which was secured indebtedness, and we were in compliance with the covenants under our credit agreement. On April 23, 2021, the remaining outstanding principal balance was voluntarily repaid. For additional details regarding our borrowing activity, refer toindentures governing the Senior Notes. See Note 9, 8, Borrowings, for further information.
Borrowings,of our Notes to the Condensed Consolidated Financial Statements.
Tellurian Inc. and Subsidiaries
Management's Discussion and Analysis of Financial Condition and Results of Operations
Capital Development Activities
The activities we have proposed will require significant amounts of capital and are subject to risks and delays in completion. We have received all regulatory approvals for the construction of Phase 1 of the Driftwood terminal and, as a result, our business success will depend to a significant extent upon our ability to obtain the funding necessary to construct assets on a commercially viable basis and to finance the costs of staffing, operating and expanding our company during that process. We initiated certain owner construction activities necessary to proceed under the Phase 1 EPC Agreement and increased our upstream development activities. In March 2022, we issued a limited notice to proceed to Bechtel under our Phase 1 EPC Agreement to commence the construction of Phase 1 of the Driftwood terminal.
We currently estimate the total cost of the Driftwood Project as well as related pipelines and upstream natural gas assets to be approximately $24.7$25.0 billion, including owners’ costs, transaction costs and contingencies but excluding interest costs incurred during construction of the Driftwood terminal and other financing costs. We have entered into four LSTK EPC agreements currently totaling $15.5 billion, or $561 per tonne, with Bechtel Oil, Gas and Chemicals, Inc. (“Bechtel”) for construction of the Driftwood terminal. The proposed Driftwood terminal will have a liquefaction capacity of up to approximately 27.6 Mtpa and will be situated on approximately 1,0001,200 acres in Calcasieu Parish, Louisiana. The proposed Driftwood terminal will include up to 20 liquefaction Trains, three full containment LNG storage tanks and three marine berths.
In addition, part of ourOur strategy involves acquiring additional natural gas properties, including properties in the Haynesville shale trend. We intend to pursue potential acquisitions of such assets, or public or private companies that own such
Tellurian Inc. and Subsidiaries
Management's Discussion and Analysis of Financial Condition and Results of Operations
assets, in 2021. assets. We would expect to use stock, cash on hand, or cash raised in financing transactions to complete an acquisition of this type.
We anticipate funding our more immediate liquidity requirements relative to the detailed engineering work and other developmental costs,commencement of construction of the Driftwood terminal, natural gas development costs, and general and administrative costsexpenses through the use of cash on hand, proceeds from operations, and proceeds from completed and future issuances of securities by us. Investments in the construction of the Driftwood terminal and natural gas development may be significant in 2022, but the size of those investments will depend on, among other things, commodity prices, Driftwood Project financing developments and other liquidity considerations, and our continuing analysis of strategic risks and opportunities. Consistent with our overall financing strategy, the Company has considered, and in some cases discussed with investors, various potential financing transactions, including issuances of debt, equity and equity-linked securities or similar transactions, to support its short- and medium-term capital requirements. The Company will continue to evaluate its cash needs and business outlook, and it may execute one or more transactions of this type in the future.
We currently expect that our long-term capital requirements will be financed by proceeds from future debt, equity and/or equity-linked transactions.
Tellurian Inc. and Subsidiaries
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
The following table summarizes revenue, costs and expenses for the periods presented (in thousands):
| | | Three Months Ended March 31, | | Three Months Ended March 31, |
| | 2021 | | 2020 | | 2022 | | 2021 |
Total revenue | Total revenue | | $ | 8,706 | | | $ | 8,217 | | Total revenue | | $ | 146,940 | | | $ | 8,706 | |
Cost of sales | Cost of sales | | 2,406 | | | 2,879 | | Cost of sales | | 135,827 | | | 2,406 | |
Development expenses | Development expenses | | 8,141 | | | 11,183 | | Development expenses | | 17,665 | | | 8,141 | |
Depreciation, depletion and amortization | Depreciation, depletion and amortization | | 2,652 | | | 5,832 | | Depreciation, depletion and amortization | | 4,021 | | | 2,652 | |
General and administrative expenses | General and administrative expenses | | 15,111 | | | 17,239 | | General and administrative expenses | | 32,325 | | | 15,111 | |
| Severance and reorganization charges | | — | | | 5,505 | | |
| Loss from operations | Loss from operations | | (19,604) | | | (34,421) | | Loss from operations | | (42,898) | | | (19,604) | |
Interest expense, net | Interest expense, net | | (5,892) | | | (6,396) | | Interest expense, net | | (2,280) | | | (5,892) | |
Gain on extinguishment of debt, net | Gain on extinguishment of debt, net | 1,574 | | | — | | Gain on extinguishment of debt, net | — | | | 1,574 | |
Other (expense) income, net | | (3,063) | | | 83 | | |
Other expense, net | | Other expense, net | | (21,428) | | | (3,063) | |
Income tax benefit | Income tax benefit | | — | | | — | | Income tax benefit | | — | | | — | |
Net loss | Net loss | | $ | (26,985) | | | $ | (40,734) | | Net loss | | $ | (66,606) | | | $ | (26,985) | |
Our consolidated netNet loss was approximately $27.0$66.6 million for the three months ended March 31, 2021,2022, compared to a netNet loss of approximately $40.7$27.0 million during the same period in 2020.2021. The decreaseincrease in net loss of approximately $13.7$39.6 million is primarily a result of the following:
•DecreaseIncrease of approximately $5.5$138.2 million in severance and reorganization charges dueTotal revenue compared to the lacksame period in 2021 attributable to a $17.3 million increase in Natural gas sales revenues as a result of these activities duringincreased realized natural gas prices and production volumes and a $121.0 million increase in LNG sales revenues from the current period.sale of an LNG cargo in January 2022.
•DecreasesIncrease of approximately $2.1 million and approximately $3.0$133.4 million in generalCost of sales primarily attributable to the purchase of an LNG cargo in January 2022.
•Increase of approximately $9.5 million in Development expenses primarily attributable to a $5.1 million increase in compensation expenses and a $4.4 million increase in professional services, engineering services and other development expenses associated with the Driftwood Project.
•Increase of approximately $17.2 million in General and administrative expenses primarily attributable to a $9.4 million increase in compensation expenses and development expenses, respectively, due to an overall decreasea $7.8 million increase in business activities during the quarter.professional services and other expenses.
•DecreaseIncrease of approximately $3.2$18.4 million in DD&AOther expense, net primarily attributable to a $20.3 million Unrealized loss on financial instruments due to the lower net book value utilizedchanges in the calculation whenfair value of the Company’s derivative instruments. The Unrealized loss on financial instruments was partially offset by a $3.5 million realized gain on LNG financial futures settlements, which was partially offset by a $0.7 million realized loss on natural gas financial instruments settlements, as compared to the prior period.same period in 2021.
Tellurian Inc. and Subsidiaries
Management's Discussion and Analysis of Financial Condition and Results of Operations
Recent Accounting Standards
We do not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our Condensed Consolidated Financial Statements or related disclosures.
Critical Accounting Estimates
There were no changes made by management to the critical accounting policies in the three months ended March 31, 2021.2022. Please refer to the Summary of Critical Accounting Estimates section within MD&AManagement’s Discussion and Analysis and Note 12 to the consolidated financial statementsConsolidated Financial Statements of our Annual Report on Form 10-K for the year ended December 31, 20202021 for a discussion of our critical accounting estimates and accounting policies.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We do not believe that we hold, or are party to, instruments that are subject to market risks that are material to our Business.
Tellurian Inc. and Subsidiaries
Management's Discussion and Analysis of Financial Condition and Results of Operations
ITEM 4. CONTROLS AND PROCEDURES
As indicated in the certifications in Exhibits 31.1 and 31.2 to this report, our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures as of March 31, 2021.2022. Based on that evaluation, these officers have concluded that our disclosure controls and procedures are effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to them in a manner that allows for timely decisions regarding required disclosures and are effective in ensuring that such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. There were no changes during our last fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors disclosed in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as amended.2021.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities
None that occurred during the three months ended March 31, 2021 that have not already been reported in a Current Report on Form 8-K.2022.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None that occurred during the three months ended March 31, 2021.2022.
ITEM 5. OTHER INFORMATION
Compliance Disclosure
Pursuant to Section 13(r) of the Exchange Act, if during the quarter ended March 31, 2021, we or any of our affiliates during the quarter had engaged in certain transactions with Iran or with persons or entities designated under certain executive orders, we would be required to disclose information regarding such transactions in our quarterly report on Form 10-Q as required under Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (the “ITRSHRA”). Disclosure is generally required even if the activities were conducted outside the United States by non-U.S. entities in compliance with applicable law. During the quarter ended March 31, 2021, we did not engage in any transactions with Iran or with persons or entities related to Iran.
Although Total Delaware, Inc. and TOTAL SE (formerly known as TOTAL S.A.) beneficially owned more than 10% of the outstanding Tellurian common stock at the beginning of the quarter ended March 31, 2021, Total Delaware, Inc. and TOTAL SE beneficially owned approximately 8% of the outstanding Tellurian common stock as of March 31, 2021. Total Delaware, Inc. had the right to designate for election one member of Tellurian’s Board of Directors as long as its percentage ownership of Tellurian voting stock was at least 10%. On March 31, 2021, TOTAL SE included information in its Annual Report on Form 20-F for the year ended December 31, 2020 (the “Total 2020 Annual Report”) regarding activities during 2020 that require disclosure under the ITRSHRA. The relevant disclosures are reproduced in Exhibit 99.1 to this report and are incorporated by reference herein. We have no involvement in or control over such activities, and we have not independently verified or participated in the preparation of the disclosures made in the Total 2020 Annual Report.None.
ITEM 6. EXHIBITS
| | | | | | | | |
Exhibit No. | | Description |
1.1 | | |
10.1† | | |
10.2† | | |
10.3† | | |
10.4† | | |
10.5† | | |
10.6††* | | |
10.7††* | | |
10.8* | | |
31.1* | | |
31.2* | | |
32.1** | | |
32.2** | | |
99.1* | | |
101.INS* | | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
101.SCH* | | Inline XBRL Taxonomy Extension Schema Document |
101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB* | | Inline XBRL Taxonomy Extension Labels Linkbase Document |
101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 | | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020,March 31, 2022, formatted in Inline XBRL |
| | | | | |
* | Filed herewith. |
** | Furnished herewith. |
† | Management contract or compensatory plan or arrangement. |
†† | Portions of this exhibit have been omitted in accordance with Item 601(b)(2) or 601(b)(10) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed. The registrant hereby agrees to furnish supplementally an unredacted copy of this exhibit to the Securities and Exchange Commission upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | | | | |
| | TELLURIAN INC. |
| | | |
Date: | May 5, 20214, 2022 | By: | /s/ L. Kian Granmayeh |
| | | L. Kian Granmayeh |
| | | Chief Financial Officer |
| | | (as Principal Financial Officer) |
| | | Tellurian Inc. |
| | | |
Date: | May 5, 20214, 2022 | By: | /s/ Khaled A. Sharafeldin |
| | | Khaled A. Sharafeldin |
| | | Chief Accounting Officer |
| | | (as Principal Accounting Officer) |
| | | Tellurian Inc. |