Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 31, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | TELL | |
Entity Registrant Name | TELLURIAN INC. /DE/ | |
Entity Central Index Key | 61,398 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 212,691,264 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 138,023 | $ 21,398 |
Accounts receivable | 75 | 48 |
Accounts receivable due from related parties | 2,668 | 1,333 |
Prepaid expenses and other current assets | 2,837 | 1,964 |
Total current assets | 143,603 | 24,743 |
Property, plant and equipment, net | 25,216 | 10,993 |
Deferred engineering costs | 9,000 | 0 |
Goodwill | 1,190 | 1,190 |
Note receivable due from related party | 0 | 251 |
Other non-current assets | 11,213 | 1,901 |
Total assets | 190,222 | 39,078 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 27,189 | 24,403 |
Accounts payable due to related parties | 323 | 323 |
Total current liabilities | 27,512 | 24,726 |
Embedded derivative | 0 | 8,753 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity: | ||
Common stock: par value $0.01 and $0.001 per share, respectively; 400 million shares and 200 million shares authorized, respectively; 214.0 million shares and 109.6 million shares issued, respectively | 1,943 | 101 |
Treasury stock: 1.3 million and zero shares, respectively, at cost | (828) | 0 |
Additional paid-in capital | 454,986 | 102,148 |
Accumulated deficit | (293,391) | (96,655) |
Total stockholders’ equity | 162,710 | 5,599 |
Total liabilities and stockholders’ equity | 190,222 | 39,078 |
Series A Preferred Stock | ||
Stockholders’ equity: | ||
Series A convertible preferred stock: par value $0.001 per share; zero and 5.5 million shares authorized and issued, respectively | $ 0 | $ 5 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.001 |
Common stock, shares authorized | 400,000,000 | 200,000,000 |
Common stock, shares issued | 214,000,000 | 109,600,000 |
Treasury stock, shares | 1,300,000 | 0 |
Series A Preferred Stock | ||
Convertible preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock, shares authorized | 5,500,000 | 5,500,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | Apr. 09, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Apr. 09, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Revenue | $ 0 | $ 0 | $ 0 | $ 0 | ||
Revenue, related party | 0 | 0 | 0 | 0 | ||
Total revenue | 0 | 0 | 0 | 0 | ||
Costs and expenses: | ||||||
Development expenses | 8,793 | 15,917 | 44,998 | 30,422 | ||
General and administrative | 17,302 | 28,533 | 80,125 | 37,737 | ||
Goodwill impairment | 0 | 0 | 77,592 | 0 | ||
Total costs and expenses | 26,095 | 44,450 | 202,715 | 68,159 | ||
Loss from operations | (26,095) | (44,450) | (202,715) | (68,159) | ||
Gain on preferred stock exchange feature | 0 | 0 | 2,209 | 0 | ||
Other income, net | 3,800 | 49 | 4,339 | 118 | ||
Loss before income taxes | (22,295) | (44,401) | (196,167) | (68,041) | ||
Provision for income taxes | (569) | (4) | (569) | 166 | ||
Net loss attributable to common stockholders | $ (22,864) | $ (44,405) | $ (196,736) | $ (67,875) | ||
Net loss per common share: | ||||||
Basic and diluted | $ (0.12) | $ (0.37) | $ (1.06) | $ (0.81) | ||
Weighted average shares outstanding | ||||||
Basic and diluted weighted average shares outstanding | 192,405 | 120,128 | 186,143 | 83,979 | ||
Predecessor | ||||||
Revenue | $ 0 | $ 0 | ||||
Revenue, related party | 0 | 31 | ||||
Total revenue | 0 | 31 | ||||
Costs and expenses: | ||||||
Development expenses | 0 | 52 | ||||
General and administrative | 157 | 617 | ||||
Goodwill impairment | 0 | 0 | ||||
Total costs and expenses | 157 | 669 | ||||
Loss from operations | (157) | (638) | ||||
Gain on preferred stock exchange feature | 0 | 0 | ||||
Other income, net | 0 | 0 | ||||
Loss before income taxes | (157) | (638) | ||||
Provision for income taxes | 0 | 0 | ||||
Net loss attributable to common stockholders | $ (157) | $ (638) |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Series A Preferred Stock | Series B Preferred Stock | Common Stock | Common StockExchange To Common Stock | Treasury Stock | Convertible Preferred Stock | Convertible Preferred StockSeries A Preferred Stock | Convertible Preferred StockSeries B Preferred Stock | Convertible Preferred StockExchange To Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalSeries B Preferred Stock | Accum. Other Comp. Income | Accum. Deficit |
Beginning balance at Dec. 31, 2015 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||
Beginning balance, shares at Dec. 31, 2015 | 0 | 0 | 0 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Common stock issued for acquisition | 1,000 | $ 1 | 999 | |||||||||||
Common stock issued for acquisition, shares | 500 | |||||||||||||
Share-based compensation | 24,230 | $ 2 | 24,228 | |||||||||||
Share-based compensation, shares | 1,905 | |||||||||||||
Other comprehensive income | 8 | 8 | ||||||||||||
Issuance of common stock | 57,374 | $ 98 | 57,276 | |||||||||||
Issuance of common stock, shares | 98,356 | |||||||||||||
Restricted stock awards, shares | 5,075 | |||||||||||||
Net loss | (67,875) | (67,875) | ||||||||||||
Ending balance at Sep. 30, 2016 | 14,737 | $ 101 | $ 0 | $ 0 | 82,503 | 8 | (67,875) | |||||||
Ending balance, shares at Sep. 30, 2016 | 105,836 | 0 | 0 | |||||||||||
Beginning balance at Dec. 31, 2016 | 5,599 | $ 101 | $ 0 | $ 5 | 102,148 | 0 | (96,655) | |||||||
Beginning balance, shares at Dec. 31, 2016 | 109,609 | 0 | 5,468 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Common stock issued for acquisition | 87,923 | $ 1,390 | 86,533 | |||||||||||
Common stock issued for acquisition, shares | 51,540 | (1,209) | ||||||||||||
Share-based compensation | 18,998 | $ 12 | 18,986 | |||||||||||
Share-based compensation, shares | 1,231 | |||||||||||||
Issuance of common stock | 217,088 | $ 364 | 216,724 | |||||||||||
Issuance of common stock, shares | 36,373 | |||||||||||||
Restricted stock awards | 2,957 | $ 4 | 2,953 | |||||||||||
Restricted stock awards, shares | 8,060 | |||||||||||||
Share-based payments | 21,165 | $ 17 | 21,148 | |||||||||||
Share-based payments, shares | 1,700 | |||||||||||||
Reclass of embedded derivative | 6,544 | 6,544 | ||||||||||||
Treasury stock | (828) | $ (828) | ||||||||||||
Treasury stock, shares | (82) | |||||||||||||
Exchange from/to preferred stock | $ (5) | $ 5 | $ 55 | $ (5) | $ 55 | $ (55) | $ (50) | |||||||
Exchange from/to preferred stock, shares | 5,468 | (5,468) | 5,468 | (5,468) | ||||||||||
Net loss | (196,736) | (196,736) | ||||||||||||
Ending balance at Sep. 30, 2017 | $ 162,710 | $ 1,943 | $ (828) | $ 0 | $ 454,986 | $ 0 | $ (293,391) | |||||||
Ending balance, shares at Sep. 30, 2017 | 213,981 | (1,291) | 0 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Apr. 09, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | |||
Net loss | $ (196,736) | $ (67,875) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization expense | 231 | 55 | |
Goodwill impairment | 77,592 | 0 | |
Loss on disposal of assets | 0 | 37 | |
Provision for income tax benefit | 0 | (170) | |
Gain on Series A convertible preferred stock exchange feature | (2,209) | 0 | |
Gain on sale of securities | (3,481) | 0 | |
Share-based compensation | 21,963 | 24,230 | |
Share-based payments | 19,397 | 0 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (9) | (67) | |
Accounts receivable due from related parties | (1,334) | (243) | |
Prepaid expenses and other current assets | (797) | (2,074) | |
Accounts payable and accrued liabilities | (324) | 17,519 | |
Accounts payable due to related parties | 0 | 63 | |
Note receivable due from related party | 251 | 0 | |
Other, net | (711) | (787) | |
Net cash used in operating activities | (86,167) | (29,312) | |
Cash flows from investing activities: | |||
Cash received in acquisition | 56 | 210 | |
Deposit for acquisition | (8,515) | 0 | |
Deferred engineering costs | (9,000) | 0 | |
Purchase of property - land | 0 | (8,491) | |
Purchase of property and equipment | (1,101) | (708) | |
Proceeds from sale of available-for-sale securities | 4,592 | 0 | |
Net cash used in investing activities | (13,968) | (8,989) | |
Cash flows from financing activities: | |||
Proceeds from the issuance of common stock | 218,195 | 58,886 | |
Tax payments for net share settlement of equity awards | (828) | 0 | |
Equity offering costs | (607) | (1,512) | |
Net cash provided by financing activities | 216,760 | 57,374 | |
Effect of exchange rate changes on cash | 0 | 8 | |
Net increase (decrease) in cash and cash equivalents | 116,625 | 19,081 | |
Cash and cash equivalents, beginning of period | $ 0 | 21,398 | 0 |
Cash and cash equivalents, end of period | $ 138,023 | 19,081 | |
Predecessor | |||
Cash flows from operating activities: | |||
Net loss | (638) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization expense | 8 | ||
Goodwill impairment | 0 | ||
Loss on disposal of assets | 3 | ||
Provision for income tax benefit | 0 | ||
Gain on Series A convertible preferred stock exchange feature | 0 | ||
Gain on sale of securities | 0 | ||
Share-based compensation | 0 | ||
Share-based payments | 0 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | 1 | ||
Accounts receivable due from related parties | (32) | ||
Prepaid expenses and other current assets | 13 | ||
Accounts payable and accrued liabilities | 281 | ||
Accounts payable due to related parties | 253 | ||
Note receivable due from related party | 0 | ||
Other, net | 0 | ||
Net cash used in operating activities | (111) | ||
Cash flows from investing activities: | |||
Cash received in acquisition | 0 | ||
Deposit for acquisition | 0 | ||
Deferred engineering costs | 0 | ||
Purchase of property - land | 0 | ||
Purchase of property and equipment | (268) | ||
Proceeds from sale of available-for-sale securities | 0 | ||
Net cash used in investing activities | (268) | ||
Cash flows from financing activities: | |||
Proceeds from the issuance of common stock | 0 | ||
Tax payments for net share settlement of equity awards | 0 | ||
Equity offering costs | 0 | ||
Net cash provided by financing activities | 0 | ||
Effect of exchange rate changes on cash | 0 | ||
Net increase (decrease) in cash and cash equivalents | (379) | ||
Cash and cash equivalents, beginning of period | 589 | $ 589 | |
Cash and cash equivalents, end of period | $ 210 |
Background and Basis of Present
Background and Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Background and Basis of Presentation | BACKGROUND AND BASIS OF PRESENTATION Tellurian plans to develop, own and operate a global natural gas business and to deliver natural gas to customers worldwide. Tellurian is establishing a portfolio of natural gas production, LNG trading, and infrastructure including an LNG terminal facility (the “Driftwood terminal”) and an associated pipeline (the “Driftwood pipeline”) in Southwest Louisiana (the Driftwood terminal and the Driftwood pipeline collectively, the “Driftwood Project”). The accompanying unaudited Condensed Consolidated Financial Statements of Tellurian as of and for the period ended September 30, 2017 , have been prepared in accordance with U.S. GAAP for interim financial information and with Rule 10-01 of Regulation S-X. Accordingly, the Condensed Consolidated Financial Statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In our opinion, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation, have been included. The information included herein should be read in conjunction with the consolidated financial statements and the accompanying notes of Tellurian Investments Inc. (“Tellurian Investments”) as of and for the fiscal year ended December 31, 2016. Such information was included in Tellurian’s Current Report on Form 8-K/A filed with the SEC on March 15, 2017 following the completion of a merger (the “Merger”) of Tellurian Investments with a subsidiary of Magellan Petroleum Corporation (“Magellan”) on February 10, 2017 (the “Merger Date”). Magellan changed its corporate name to Tellurian Inc. shortly after completing the Merger. The Merger was accounted for as a “reverse acquisition,” with Tellurian Investments being treated as the accounting acquirer. As such, the historical condensed consolidated comparative information as of and for all periods in 2016 in this report relates to Tellurian Investments and its subsidiaries. Subsequent to the Merger Date, the information relates to the consolidated entities of Tellurian Inc., with Magellan reflected as the accounting acquiree. The Company continues to operate as a single operating segment for financial reporting purposes. In connection with the Merger, each issued and outstanding share of Tellurian Investments common stock was exchanged for 1.3 shares of Magellan common stock. All share and per share amounts in the Condensed Consolidated Financial Statements and related notes have been retroactively adjusted for all periods presented to give effect to this exchange, including reclassifying an amount equal to the change in par value of common stock from additional paid-in capital. On April 9, 2016, Tellurian Investments acquired Tellurian Services LLC (“Tellurian Services”), formerly known as Parallax Services LLC (“Parallax Services”). Under the financial reporting rules of the SEC, Parallax Services (“Predecessor”) has been deemed to be the predecessor to Tellurian (“Successor”) for financial reporting purposes. Except where the context indicates otherwise, (i) references to “we,” “us,” “our,” “Tellurian” or the “Company” refer, for periods prior to the completion of the Merger, to Tellurian Investments and its subsidiaries, and for periods following the completion of the Merger, to Tellurian Inc. and its subsidiaries and (ii) references to “Magellan” refer to Tellurian Inc. and its subsidiaries prior to the completion of the Merger. Results of operations for the three and nine months ended September 30, 2017 , are not necessarily indicative of the operating results that will be realized for the year ending December 31, 2017. |
Merger and Acquisition
Merger and Acquisition | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Merger and Acquisition | MERGER AND ACQUISITION The Merger As discussed in Note 1, Background and Basis of Presentation , Tellurian Investments merged with a subsidiary of Magellan on February 10, 2017. The Merger has been accounted for as a “reverse acquisition," with Tellurian Investments being treated as the accounting acquirer using the acquisition method. The total consideration exchanged was as follows (in thousands, except share and per-share amounts): Number of shares of Magellan common stock outstanding (1) 5,985,042 Price per share of Magellan common stock (2) $ 14.21 Aggregate value of Tellurian common stock issued $ 85,048 Fair value of stock options (3) 2,821 Net purchase consideration to be allocated $ 87,869 (1) The number of shares of Magellan common stock issued and outstanding as of February 9, 2017. (2) The closing price of Magellan common stock on the NASDAQ on February 9, 2017. (3) The estimated fair value of Magellan stock options for pre-Merger services rendered. We utilized estimated fair values at the Merger Date for the allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed. The preliminary purchase price allocation to assets acquired and liabilities assumed in the transaction was as follows (in thousands): Fair Value of Assets Acquired: Cash $ 56 Securities available-for-sale 1,111 Other current assets 93 Unproved properties 13,000 Wells in progress 332 Land, buildings and equipment, net 67 Other long-term assets 19 Total assets acquired 14,678 Fair Value of Liabilities Assumed: Accounts payable and other liabilities 4,393 Notes payable 8 Total liabilities assumed 4,401 Total net assets acquired 10,277 Goodwill as a result of the Merger $ 77,592 We valued our interests acquired in unproved oil and gas properties using a market approach based on commercial negotiations and bids received for the interests (see Note 6, Property, Plant and Equipment, for more information about the properties). The fair value of other property, plant and equipment and wells in progress was determined to be the carrying value of Magellan. Securities available-for-sale were valued based on quoted market prices. The carrying values of cash, other current assets, accounts payable and accrued liabilities and other non-current assets and liabilities approximated fair value at the Merger Date. The Company has determined that such fair value measures for the overall allocation are classified as Level 3 in the fair value hierarchy. Goodwill initially recognized as a result of the Merger totaled $77.6 million , none of which is deductible for income tax purposes. Subsequent to the Merger, the Company determined that there is no evidence that we will recover the value of this goodwill. For purposes of determining the goodwill impairment, we utilized qualitative factors as well as the fair values determined when allocating consideration as of the Merger Date. Parallax Services Acquisition On April 9, 2016, Tellurian Investments acquired Parallax Services, which was renamed Tellurian Services, with equity consideration valued at $1 million . The transaction was accounted for using the acquisition method. As of September 30, 2017 , goodwill of $1.2 million on our Condensed Consolidated Balance Sheet was entirely related to the acquisition of Parallax Services. Pro Forma Results The following table provides unaudited pro forma results for the three and nine months ended September 30, 2017 and 2016, as if the Merger occurred and Parallax Services had been acquired as of January 1, 2016 (in thousands, except per-share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Pro forma net loss $ (22,864 ) $ (45,874 ) $ (200,478 ) $ (80,086 ) Pro forma net loss per basic share $ (0.12 ) $ (0.36 ) $ (1.07 ) $ (0.89 ) Pro forma basic and diluted weighted average common shares outstanding 192,411 126,641 187,127 90,492 The unaudited pro forma results include adjustments for the historical net loss of Magellan and Parallax Services as well as an increase in compensation expense associated with the addition of three new directors. The pro forma information is provided for informational purposes only and is not necessarily indicative of what Tellurian’s results of operation would have been if the Merger and acquisition of Parallax Services had occurred on January 1, 2016. Following the Merger Date, $ 0.6 million of net loss related to the acquired activities has been included in our Condensed Consolidated Financial Statements. |
Prepaid and Other Current and N
Prepaid and Other Current and Non-Current Assets | 9 Months Ended |
Sep. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid and Other Current and Non-Current Assets | PREPAID AND OTHER CURRENT AND NON-CURRENT ASSETS The components of prepaid expenses and other current assets consist of the following (in thousands): September 30, 2017 December 31, 2016 Subscriptions and deposits $ 1,018 $ 968 Insurance 401 67 Prepaid rent 148 315 LNG vessel charges 651 — Other 619 614 Total prepaid expenses and other current assets $ 2,837 $ 1,964 The components of other non-current assets consist of the following (in thousands): September 30, 2017 December 31, 2016 Deposit for acquisition $ 8,515 $ — Lease and purchase options 2,264 1,345 Other 434 556 Total other non-current assets $ 11,213 $ 1,901 Deposit for Acquisition The deposit for acquisition is in connection with a purchase and sale agreement (the “PSA”) with Rockcliff Energy Operating LLC (“Rockcliff”). See Note 6, Property, Plant and Equipment, for further information. Land Lease and Purchase Options Tellurian holds lease and purchase option agreements (the “Options”) for certain tracts of land and associated river frontage that provide for four or five-year terms. In addition to the Options, the Company holds a ground lease for a port facility adjacent to a tract of land that was acquired in March 2016. The lease provides for a four -year term, subject to a 20 -year extension and six five -year renewals. The ground lease is accounted for as an operating lease, with rental payments accounted for using the straight-line method. Upon exercise of the Options, the leases are subject to maximum terms of 60 years (inclusive of various renewals) at the option of the Company. Lease and purchase option payments have been capitalized in other non-current assets. Costs of the lease and purchase options will be amortized over the life of the lease once obtained, or capitalized into the land if purchased. If no lease or land is obtained, the Options cost will be expensed. Office Leases The Company holds a ten -year lease for its corporate headquarters located in Houston, Texas as well as leases for other offices in the U.S., England and Singapore. The leases are accounted for as operating leases, with rental payments accounted for using the straight-line method. Where payments exceed or are less than the amount of rent expense recognized, prepaid rent or accrued rent, respectively, is recognized by Tellurian on the Condensed Consolidated Balance Sheets. |
Deferred Engineering Costs
Deferred Engineering Costs | 9 Months Ended |
Sep. 30, 2017 | |
Deferred Costs [Abstract] | |
Deferred Engineering Costs | DEFERRED ENGINEERING COSTS Deferred engineering costs of $9.0 million represent detailed engineering services related to the Driftwood Project. Such costs will be deferred until construction commences on the Driftwood Project, at which time they will be transferred to construction in progress. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Parties | RELATED PARTIES Accounts Receivable and Payable with Related Parties Tellurian's accounts receivable due from related parties primarily consists of tax indemnities and amounts due from employees who received share-based compensation. The Company withholds amounts from wages if the tax liability with respect to such share-based compensation is not paid directly by the employees. The accounts payable due to related parties pertains to agreements with entities which are partially owned by Martin Houston, a major shareholder and Vice Chairman of the Company. Non-current Note Receivable Due from Related Party In July 2017, the $251 thousand non-current note receivable due from Mr. Houston was repaid in full, and the demand note evidencing the receivable was canceled. Other During the three and nine months ended September 30, 2017 , the Company incurred zero and $ 651 thousand, respectively, in legal fees to a law firm for advice associated with a lawsuit that was settled in April 2017. A member of our board of directors is a partner at such law firm. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment is comprised of fixed assets and oil and gas properties, as shown below (in thousands): September 30, 2017 December 31, 2016 Fixed Assets Land $ 9,491 $ 9,491 Buildings 549 549 Leasehold improvements 1,707 602 Computer, office equipment and fixtures 437 420 Accumulated depreciation (300 ) (69 ) Total fixed assets, net 11,884 10,993 Oil and Gas Properties Unproved 13,000 — Wells in progress 332 — Total oil and gas properties 13,332 — Total property, plant and equipment, net $ 25,216 $ 10,993 Property, plant and equipment, excluding land, is depreciated using the straight-line method. Depreciation expense of $ 92 thousand and $ 231 thousand for the three and nine months ended September 30, 2017 , respectively, and $31 thousand and $55 thousand for the three and nine months ended September 30, 2016 , respectively, is recorded within development or general and administrative expenses, based on the nature of the asset, on the Condensed Consolidated Statement of Operations. In February 2017, in connection with the Merger, the Company acquired interests in certain oil and gas properties. Unproved properties consist of oil and gas interests in the Weald Basin, United Kingdom and the Bonaparte Basin, Australia. In the United Kingdom, Tellurian holds non-operating interests in two licenses which expire in June and September 2021, respectively. In Australia, Tellurian holds an operating interest in an exploration permit due to expire on November 12, 2017. The Company has applied for an extension of the exploration permit to the appropriate Australian regulatory authorities. There is no production and there are no reserves currently associated with any of our licenses. Accordingly, there is no depletion associated with them for the three and nine months ended September 30, 2017 . Purchase and Sale Agreement Pursuant to and subject to the terms and conditions of the PSA, Tellurian has agreed to acquire from Rockcliff for $85.1 million in cash, subject to specified adjustments, certain assets in northern Louisiana, including, but not limited to, oil and gas leases, mineral interests, wells, facilities and equipment (the “Asset Purchase”). Subject to the closing of the PSA, the assets to be purchased would include developed and undeveloped acreage and 19 operated producing wells. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Vessel Charter Tellurian entered into a charter agreement for an LNG vessel which will be used in connection with the Company's LNG marketing activities. The total commitment under this agreement is expected to be approximately $5.0 million throughout the upcoming year. Litigation In July 2017, Tellurian Investments, Driftwood LNG LLC (“Driftwood LNG”), Martin Houston, and three other individuals were named as third-party defendants in a lawsuit filed in state court in Harris County, Texas between Cheniere Energy, Inc. and one of its affiliates, on the one hand (collectively, “Cheniere”), and Parallax Enterprises and certain of its affiliates (not including Parallax Services, n/k/a Tellurian Services) on the other hand (collectively, “Parallax”). In October 2017, Driftwood Pipeline LLC (“Driftwood Pipeline”) and Tellurian Services were also named by Cheniere as third-party defendants. Cheniere alleges that it entered into a note and a pledge agreement with Parallax. Cheniere claims that the third-party defendants tortiously interfered with the note and pledge agreement and aided in the fraudulent transfer of Parallax assets. We believe that Cheniere’s claims against Tellurian Investments, Driftwood LNG, Driftwood Pipeline and Tellurian Services are without merit and do not expect the resolution of the suit to have a material effect on our results of operation or financial condition. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES The components of accounts payable and accrued liabilities consist of the following (in thousands): September 30, 2017 December 31, 2016 Project development activities $ 1,970 $ — Front-end engineering and design — 12,549 Payroll and compensation 16,043 6,311 Seismic survey cancellation 1,343 — Accrued taxes 2,394 — Professional services (e.g., legal, audit) 2,869 2,323 Other 2,570 3,220 Total accounts payable and accrued liabilities $ 27,189 $ 24,403 Front-end Engineering and Design In February 2016, Tellurian engaged Bechtel to perform a FEED study for the Driftwood terminal, and in June 2016, Tellurian engaged Bechtel to perform a FEED study for the Driftwood pipeline. Accounts payable and accrued liabilities for FEED costs relate primarily to our contracts for FEED services with Bechtel as well as subcontractors working on the project. The FEED studies for the Driftwood pipeline and the Driftwood terminal were completed in March 2017 and June 2017, respectively. Seismic Survey On March 31, 2017, the Company executed an Operations Services Agreement (the “OSA”) with Santos Offshore Pty Ltd. (“Santos”). The OSA provides for Santos to perform certain services on behalf of the Company associated with the Company’s exploration permit for our offshore block in Australia. On June 28, 2017, the Company executed a Cost Sharing Agreement (the “CSA”) with Santos and Origin Energy Resources Limited (“Origin”). The CSA provides the basis upon which costs and expenses will be shared among the Company, Santos, and Origin for a 3-D seismic survey to be shot over our offshore block. Pursuant to the OSA and CSA, with the Company’s consent, Santos applied for regulatory approval, designed the seismic survey and engaged a contractor to perform the work. In July 2017, Santos informed the Company that Santos was unable to obtain regulatory approval and canceled the seismic survey. While the Company remains a party to the OSA and CSA, we are not currently committed to make any further expenditures under either agreement. A provision of $ 1.3 million has been included in our Condensed Consolidated Financial Statements in connection with the cancellation. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | SHARE-BASED COMPENSATION Tellurian has granted fully vested and restricted stock to employees, outside directors, and consultants under the Amended and Restated Tellurian Investments Inc. 2016 Omnibus Incentive Plan (the “Legacy Plan”) and the Tellurian Inc. 2016 Omnibus Incentive Compensation Plan, as amended (the “Omnibus Plan”). As of September 30, 2017 , 14.9 million shares were granted under the Legacy Plan and 7.5 million shares were granted under the Omnibus Plan. At a special meeting of stockholders on February 9, 2017, Magellan stockholders approved the Omnibus Plan, which replaced the Legacy Plan. No further awards can be made under the Legacy Plan. The maximum number of shares of Tellurian common stock authorized for issuance under the Omnibus Plan is 40 million shares of common stock. During any calendar year, no employee may be granted more than 10 million shares of Tellurian common stock, or with respect to a grant of cash, an amount equal to the value of 10 million shares of Tellurian common stock at the time of settlement. The Omnibus Plan provides that shares subject to awards of options or stock appreciation rights will be counted as 0.4 shares for every share granted. As a result of this provision, the Company could ultimately issue more than 40 million shares of Tellurian common stock pursuant to awards granted under the Omnibus Plan, depending on the mix of common stock, options, stock appreciation rights, and other awards ultimately issued to participants. During the three and nine months ended September 30, 2017 , the Company granted unrestricted, service-based, and performance-based awards. Most of the performance-based awards vest based on a final investment decision by the Company’s board of directors, as defined in the award agreements. A portion of the performance awards vest based on the achievement of certain project development activities. During the three months ended September 30, 2017 , the weighted average grant date fair value per share was $ 10.68 per share, and the total grant date fair value was $ 17.4 million for restricted awards. For the three and nine months ended September 30, 2017 , Tellurian recognized $ 4.0 million and $ 22.0 million , respectively, as stock-based compensation expense for employees and directors, $2 million of which was issued in settlement of bonuses accrued at December 31, 2016. For the three and nine months ended September 30, 2016 , Tellurian recognized $19.1 million and $24.2 million, respectively, as stock-based compensation expense for employees and directors. |
Share-Based Payments
Share-Based Payments | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Payments | SHARE-BASED PAYMENTS For the three and nine months ended September 30, 2017 , Tellurian recognized zero and $ 19.4 million , respectively, as share-based expense for vendors. In February 2017, the Company issued 409,800 shares of Tellurian common stock, valued at $5.8 million , to a financial adviser in connection with the successful completion of the Merger. This cost has been included in general and administrative expenses in the Condensed Consolidated Statements of Operations. Additionally, on the Merger Date, the Company issued 90,350 shares of Tellurian common stock to settle a liability assumed in the Merger valued at $1.3 million . In March 2017, the Company’s board of directors approved the issuance of 1 million shares that were purchased at a discount by a commercial development consultant under the Omnibus Plan. The terms of the share purchase agreement did not contain performance obligations or similar vesting provisions; accordingly, the full amount of $11.4 million , representing the aggregate difference between the purchase price of $0.50 per share and the fair value on the date of issuance of $11.88 per share, was recognized on the date of the share purchase and has been included in general and administrative expenses in the Condensed Consolidated Statements of Operations. Also in March 2017, the Company issued 200,000 shares under a management consulting arrangement for specified services from March 2017 through May 2017. The services were valued at $11.34 per share on the date of issuance. The total cost of $2.3 million was amortized to general and administrative expenses on a straight-line basis over the three-month service period in the Condensed Consolidated Statements of Operations. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES As of September 30, 2017 , the Company has net operating loss (“NOL”) carryforwards for federal, state and international income tax reporting purposes. The Company has established a full valuation allowance against its NOLs and has not recorded a net liability for federal or state income taxes in any of the periods included in the accompanying Condensed Consolidated Financial Statements. The provision for income taxes recorded in the accompanying Condensed Consolidated Financial Statements is for foreign income taxes resulting from disposition proceeds on the Company’s sale of available-for-sale securities. The taxable gain on the disposition will be included in Company’s total profits chargeable to UK corporation income tax with no offsetting deduction for pre-trading expenditures as Tellurian has not yet become active or started trading for UK corporation income tax purposes. Section 382 of the Internal Revenue Code (the “Code”) contains rules that limit the ability of a company that undergoes an ownership change to utilize its NOL carryforwards, tax credits, and certain built-in-losses or deductions existing as of the date of an ownership change. Prior to the Merger, Magellan had NOL carryforwards available to reduce U.S. federal and state taxable income in future tax years. The Company performed a Section 382 ownership change analysis for Magellan to determine if there were any Section 382 limitations on the utilization of Magellan’s pre-merger NOLs. Based on this analysis, the Company has determined that the Magellan pre-merger NOL carryforwards are subject to annual Section 382 limitations. Because of these limitations, it is expected that the vast majority of Magellan’s NOL carryforwards generated prior to the Merger will expire unused. In addition, we experienced an ownership change (as that term is defined within Section 382 of the Code) on April 20, 2017. An analysis of the annual limitation on the utilization of our NOLs was performed in accordance with the Code. It was determined that Section 382 will not materially limit the use of our NOLs over the carryover period. We will continue to monitor activity in the Company’s shares which could cause an ownership change. If the Company experiences a Section 382 ownership change, it could further affect our ability to utilize our existing NOL carryforwards. The Company remains subject to periodic audits and reviews by taxing authorities; however, we do not expect that these audits will have a material effect on the Company’s tax provision. Magellan’s federal tax returns for the years after June 30, 2014, remain open for examination. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY At-the-Market Program The Company maintains an at-the-market equity offering program pursuant to which Tellurian may sell shares of its common stock from time to time on the NASDAQ or any other market for the common stock in the U.S., through Credit Suisse Securities (USA) LLC acting as sales agent, for aggregate sales proceeds of up to $200 million . For the nine months ended September 30, 2017 , the Company issued 1.0 million shares of common stock under this program, for proceeds of $10.3 million, net of $0.5 million in fees and commissions. TOTAL Investment In January 2017, pursuant to a common stock purchase agreement dated as of December 19, 2016, between Tellurian Investments and TOTAL Delaware, Inc. (“TOTAL”), TOTAL purchased, and Tellurian Investments sold and issued to TOTAL, approximately 35.4 million shares of Tellurian Investments common stock for an aggregate purchase price of $207 million , net of offering costs. In connection with the Merger, the shares purchased by TOTAL were exchanged for approximately 46 million shares of Tellurian common stock. In May 2017, Tellurian and TOTAL entered into a pre-emptive rights agreement pursuant to which TOTAL was granted a right to purchase its pro rata portion of any new equity securities that Tellurian may issue to a third party on the same terms and conditions as such equity securities are offered and sold to such party, subject to certain excepted offerings (the “Pre-emptive Rights Agreement”). Pursuant to the common stock purchase agreement dated as of December 19, 2016, between Tellurian Investments and TOTAL, the terms and conditions of the Pre-emptive Rights Agreement are similar to those contained in the pre-emptive rights agreement dated as of January 3, 2017, between Tellurian Investments and TOTAL, but the Pre-emptive Rights Agreement is subject to additional excepted offerings. Tellurian Preferred Stock In March 2017, GE Oil & Gas, Inc. (now known as GE Oil & Gas, LLC) (“GE”), as the holder of all 5.5 million outstanding shares of Tellurian Investments Series A convertible preferred stock (the “Tellurian Investments Preferred Shares”), exchanged those shares into an equal number of shares of Tellurian Inc. Series B convertible preferred stock (the “Series B Preferred Stock”) pursuant to the terms of the Tellurian Investments Certificate of Incorporation (the “Preferred Share Exchange”). The terms of the Series B Preferred Stock were substantially similar to those of the Tellurian Investments Preferred Shares. The Series B Preferred Stock were exchangeable at any time into shares of the Company’s common stock on a one -for-one basis, subject to anti-dilution adjustments in certain circumstances. In June 2017, GE, as the holder of all 5.5 million outstanding shares of Series B Preferred Stock exercised its right to convert all such shares of Series B Preferred Stock into 5.5 million shares of Tellurian common stock pursuant to and in accordance with the terms of the Series B Preferred Stock. Embedded Derivative The ability of GE to exchange the Tellurian Investments Preferred Shares into shares of Series B Preferred Stock or into shares of Tellurian common stock following the Merger required the fair value of such features to be bifurcated from the contract and recognized as an embedded derivative until the Merger Date. The fair value of the embedded derivative was determined through the use of a model which utilizes certain observable inputs such as the price of Magellan common stock at various points in time and the volatility of Magellan common stock over an assumed half-year and one-year holding period from February 10, 2017 and December 31, 2016, respectively. At each valuation date, the model also included (i) unobservable inputs related to the weighted probabilities of certain Merger-related scenarios and (ii) a discount for the lack of marketability determined through the use of commonly accepted methods. We have therefore classified the fair value measurements of this embedded derivative as Level 3 inputs. On the Merger Date, the embedded derivative was reclassified to additional paid-in capital in accordance with U.S. GAAP. The following table summarizes the changes in fair value for the embedded derivative (in thousands): February 10, 2017 December 31, 2016 Fair value at the beginning of period and initial fair value, respectively $ 8,753 $ 5,445 (Gain) loss on exchange feature (2,209 ) 3,308 Fair value at the end of the period and year, respectively $ 6,544 $ 8,753 |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NET LOSS PER SHARE The following table summarizes the computation of basic and diluted loss per share (in thousands, except per-share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net loss $ (22,864 ) $ (44,405 ) $ (196,736 ) $ (67,875 ) Basic weighted average common shares outstanding 192,405 120,128 186,143 83,979 Loss per share: Basic and diluted $ (0.12 ) $ (0.37 ) $ (1.06 ) $ (0.81 ) Basic loss per share is based upon the weighted average number of shares of common stock outstanding during the period. As of September 30, 2017 and 2016, the effect of 19.9 million and 6.6 million , respectively, of unvested restricted stock awards that could potentially dilute basic EPS in the future were not included in the computation of diluted EPS because to do so would have been antidilutive for the periods presented. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2017 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION The following table provides supplemental disclosure of cash flow information (in thousands): As of the Nine Months Ended 2017 2016 Property, plant and equipment non-cash accruals $ — $ 141 Land acquisition non-cash accruals — 1,000 Net cash paid for income taxes — 4 |
Recent Accounting Standards
Recent Accounting Standards | 9 Months Ended |
Sep. 30, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Standards | RECENT ACCOUNTING STANDARDS The following table provides a description of recent accounting standards that had not been adopted by the Company as of September 30, 2017 : Standard Description Expected Date of Adoption Effect on our Condensed Consolidated Financial Statements or Other Significant Matters ASU 2014-09, Revenue from Contracts with Customers (Topic 606), and subsequent amendments thereto This standard amends existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard may be early adopted beginning January 1, 2017, and may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. January 1, 2018 The adoption of this new standard will not affect the amounts shown in our Condensed Consolidated Financial Statements and related disclosures as the Company currently has no revenues. ASU 2016-02, Leases (Topic 842) This standard requires a lessee to recognize leases on its balance sheet by recording a liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This standard may be early adopted and must be adopted using a modified retrospective approach with certain available practical expedients. January 1, 2019 We are currently evaluating the impact of the provisions of this guidance on our Condensed Consolidated Financial Statements and related disclosures. Additionally, the following table provides a description of recent accounting standards that were adopted by the Company during the reporting period: Standard Description Date of Adoption Effect on our Condensed Consolidated Financial Statements or Other Significant Matters ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business This update clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses by providing a screen to determine when an integrated set of assets or activities is not a business. January 1, 2017 The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. ASU 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment This update eliminated Step 2 from the goodwill impairment test. Step 2 required entities to compute the implied fair value of goodwill if it was determined that the carrying amount of a reporting unit exceed its fair value. The goodwill impairment test now consists of comparing the fair value of a reporting unit with its carrying amount, and a company should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. January 1, 2017 The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. ASU 2017-09, Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting This update clarifies what changes to the terms and conditions of share-based awards require an entity to apply modification accounting. Modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. April 1, 2017 The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash This update requires that restricted cash be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. April 1, 2017 The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. |
Merger and Acquisition (Tables)
Merger and Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of Total Consideration Exchanged | The total consideration exchanged was as follows (in thousands, except share and per-share amounts): Number of shares of Magellan common stock outstanding (1) 5,985,042 Price per share of Magellan common stock (2) $ 14.21 Aggregate value of Tellurian common stock issued $ 85,048 Fair value of stock options (3) 2,821 Net purchase consideration to be allocated $ 87,869 (1) The number of shares of Magellan common stock issued and outstanding as of February 9, 2017. (2) The closing price of Magellan common stock on the NASDAQ on February 9, 2017. (3) The estimated fair value of Magellan stock options for pre-Merger services rendered. |
Schedule of Preliminary Purchase Price Allocation to Assets Acquired and Liabilities Assumed in Transaction | The preliminary purchase price allocation to assets acquired and liabilities assumed in the transaction was as follows (in thousands): Fair Value of Assets Acquired: Cash $ 56 Securities available-for-sale 1,111 Other current assets 93 Unproved properties 13,000 Wells in progress 332 Land, buildings and equipment, net 67 Other long-term assets 19 Total assets acquired 14,678 Fair Value of Liabilities Assumed: Accounts payable and other liabilities 4,393 Notes payable 8 Total liabilities assumed 4,401 Total net assets acquired 10,277 Goodwill as a result of the Merger $ 77,592 |
Schedule of Unaudited Pro Forma Results | The following table provides unaudited pro forma results for the three and nine months ended September 30, 2017 and 2016, as if the Merger occurred and Parallax Services had been acquired as of January 1, 2016 (in thousands, except per-share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Pro forma net loss $ (22,864 ) $ (45,874 ) $ (200,478 ) $ (80,086 ) Pro forma net loss per basic share $ (0.12 ) $ (0.36 ) $ (1.07 ) $ (0.89 ) Pro forma basic and diluted weighted average common shares outstanding 192,411 126,641 187,127 90,492 |
Prepaid and Other Current and23
Prepaid and Other Current and Non-Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Components of Prepaid Expenses and Other Current Assets | The components of prepaid expenses and other current assets consist of the following (in thousands): September 30, 2017 December 31, 2016 Subscriptions and deposits $ 1,018 $ 968 Insurance 401 67 Prepaid rent 148 315 LNG vessel charges 651 — Other 619 614 Total prepaid expenses and other current assets $ 2,837 $ 1,964 |
Schedule of Components of Other Non-current Assets | The components of other non-current assets consist of the following (in thousands): September 30, 2017 December 31, 2016 Deposit for acquisition $ 8,515 $ — Lease and purchase options 2,264 1,345 Other 434 556 Total other non-current assets $ 11,213 $ 1,901 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment Comprised of Fixed Assets and Oil and Gas Properties | Property, plant and equipment is comprised of fixed assets and oil and gas properties, as shown below (in thousands): September 30, 2017 December 31, 2016 Fixed Assets Land $ 9,491 $ 9,491 Buildings 549 549 Leasehold improvements 1,707 602 Computer, office equipment and fixtures 437 420 Accumulated depreciation (300 ) (69 ) Total fixed assets, net 11,884 10,993 Oil and Gas Properties Unproved 13,000 — Wells in progress 332 — Total oil and gas properties 13,332 — Total property, plant and equipment, net $ 25,216 $ 10,993 |
Accounts Payable and Accrued 25
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Components of Accounts Payable and Accrued Liabilities | The components of accounts payable and accrued liabilities consist of the following (in thousands): September 30, 2017 December 31, 2016 Project development activities $ 1,970 $ — Front-end engineering and design — 12,549 Payroll and compensation 16,043 6,311 Seismic survey cancellation 1,343 — Accrued taxes 2,394 — Professional services (e.g., legal, audit) 2,869 2,323 Other 2,570 3,220 Total accounts payable and accrued liabilities $ 27,189 $ 24,403 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Summary of Changes in Fair Value for Embedded Derivative | The following table summarizes the changes in fair value for the embedded derivative (in thousands): February 10, 2017 December 31, 2016 Fair value at the beginning of period and initial fair value, respectively $ 8,753 $ 5,445 (Gain) loss on exchange feature (2,209 ) 3,308 Fair value at the end of the period and year, respectively $ 6,544 $ 8,753 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table summarizes the computation of basic and diluted loss per share (in thousands, except per-share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net loss $ (22,864 ) $ (44,405 ) $ (196,736 ) $ (67,875 ) Basic weighted average common shares outstanding 192,405 120,128 186,143 83,979 Loss per share: Basic and diluted $ (0.12 ) $ (0.37 ) $ (1.06 ) $ (0.81 ) |
Supplemental Cash Flow Inform28
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Disclosure of Cash Flow Information | The following table provides supplemental disclosure of cash flow information (in thousands): As of the Nine Months Ended 2017 2016 Property, plant and equipment non-cash accruals $ — $ 141 Land acquisition non-cash accruals — 1,000 Net cash paid for income taxes — 4 |
Recent Accounting Standards (Ta
Recent Accounting Standards (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Description of Recent Accounting Standards, Not been Adopted | The following table provides a description of recent accounting standards that had not been adopted by the Company as of September 30, 2017 : Standard Description Expected Date of Adoption Effect on our Condensed Consolidated Financial Statements or Other Significant Matters ASU 2014-09, Revenue from Contracts with Customers (Topic 606), and subsequent amendments thereto This standard amends existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard may be early adopted beginning January 1, 2017, and may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. January 1, 2018 The adoption of this new standard will not affect the amounts shown in our Condensed Consolidated Financial Statements and related disclosures as the Company currently has no revenues. ASU 2016-02, Leases (Topic 842) This standard requires a lessee to recognize leases on its balance sheet by recording a liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This standard may be early adopted and must be adopted using a modified retrospective approach with certain available practical expedients. January 1, 2019 We are currently evaluating the impact of the provisions of this guidance on our Condensed Consolidated Financial Statements and related disclosures. |
Description of Recent Accounting Standards Adopted During Reporting Period | Additionally, the following table provides a description of recent accounting standards that were adopted by the Company during the reporting period: Standard Description Date of Adoption Effect on our Condensed Consolidated Financial Statements or Other Significant Matters ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business This update clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses by providing a screen to determine when an integrated set of assets or activities is not a business. January 1, 2017 The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. ASU 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment This update eliminated Step 2 from the goodwill impairment test. Step 2 required entities to compute the implied fair value of goodwill if it was determined that the carrying amount of a reporting unit exceed its fair value. The goodwill impairment test now consists of comparing the fair value of a reporting unit with its carrying amount, and a company should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. January 1, 2017 The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. ASU 2017-09, Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting This update clarifies what changes to the terms and conditions of share-based awards require an entity to apply modification accounting. Modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. April 1, 2017 The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash This update requires that restricted cash be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. April 1, 2017 The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. |
Background and Basis of Prese30
Background and Basis of Presentation - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2017Segment | |
Business Description And Basis Of Presentation [Line Items] | |
Number of operating segments | 1 |
Merger Agreement | |
Business Description And Basis Of Presentation [Line Items] | |
Exchange of shares, conversion ratio | 1.3 |
Merger and Acquisition - Schedu
Merger and Acquisition - Schedule of Total Consideration Exchanged (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 10, 2017 | Apr. 09, 2016 |
Business Combinations [Abstract] | ||
Number of shares of Magellan common stock outstanding | 5,985,042,000 | |
Price per share of Magellan common stock | $ 14.21 | |
Aggregate value of Tellurian common stock issued | $ 85,048 | |
Fair value of stock options | 2,821 | |
Net purchase consideration to be allocated | $ 87,869 | $ 1,000 |
Merger And Acquisition - Sche32
Merger And Acquisition - Schedule of Preliminary Purchase Price Allocation to Assets Acquired and Liabilities Assumed in Transaction (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Feb. 10, 2017 | Dec. 31, 2016 |
Fair Value of Assets Acquired: | |||
Cash | $ 56 | ||
Securities available-for-sale | 1,111 | ||
Other current assets | 93 | ||
Unproved properties | 13,000 | ||
Wells in progress | $ 332 | 332 | $ 0 |
Land, buildings and equipment, net | 67 | ||
Other long-term assets | 19 | ||
Total assets acquired | 14,678 | ||
Fair Value of Liabilities Assumed: | |||
Accounts payable and other liabilities | 4,393 | ||
Notes payable | 8 | ||
Total liabilities assumed | 4,401 | ||
Total net assets acquired | 10,277 | ||
Goodwill as a result of the Merger | $ 1,190 | $ 77,592 | $ 1,190 |
Merger and Acquisition - Additi
Merger and Acquisition - Additional Information (Detail) - USD ($) $ in Thousands | Feb. 10, 2017 | Apr. 09, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 77,592 | $ 1,190 | $ 1,190 | $ 1,190 | |||
Equity consideration valued | $ 87,869 | $ 1,000 | |||||
Net loss | $ (22,864) | $ (44,405) | (196,736) | $ (67,875) | |||
Parallax Services | |||||||
Business Acquisition [Line Items] | |||||||
Net loss | $ 600 |
Merger and Acquisition - Sche34
Merger and Acquisition - Schedule of Unaudited Pro Forma Results (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Business Combinations [Abstract] | ||||
Pro forma net loss | $ (22,864) | $ (45,874) | $ (200,478) | $ (80,086) |
Pro forma net loss per basic share | $ (0.12) | $ (0.36) | $ (1.07) | $ (0.89) |
Pro forma basic and diluted weighted average common shares outstanding | 192,411 | 126,641 | 187,127 | 90,492 |
Prepaid and Other Current and35
Prepaid and Other Current and Non-current Assets - Schedule of Components of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Subscriptions and deposits | $ 1,018 | $ 968 |
Insurance | 401 | 67 |
Prepaid rent | 148 | 315 |
LNG vessel charges | 651 | 0 |
Other | 619 | 614 |
Total prepaid expenses and current assets | $ 2,837 | $ 1,964 |
Prepaid and Other Current and36
Prepaid and Other Current and Non-current Assets - Schedule of Components of Other Non-current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Other Assets, Noncurrent [Abstract] | ||
Deposit for acquisition | $ 8,515 | $ 0 |
Lease and purchase options | 2,264 | 1,345 |
Other | 434 | 556 |
Total other non-current assets | $ 11,213 | $ 1,901 |
Prepaid and Other Current and37
Prepaid and Other Current and Non-current Assets - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2017option | |
Operating Leased Assets [Line Items] | |
Term of lease (in years) | 4 years |
Term of lease extension (in years) | 20 years |
Term of lease renewals (in years) | 5 years |
Number of renewal options for operating leases | 6 |
Texas | |
Operating Leased Assets [Line Items] | |
Term of lease (in years) | 10 years |
Maximum | |
Operating Leased Assets [Line Items] | |
Term of lease (in years) | 60 years |
Deferred Engineering Costs - Ad
Deferred Engineering Costs - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Deferred Costs [Abstract] | ||
Deferred engineering costs | $ 9,000 | $ 0 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2017 | Jul. 28, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||||
Note receivable due from related party | $ 0 | $ 0 | $ 251 | |
Houston | ||||
Related Party Transaction [Line Items] | ||||
Note receivable due from related party | $ 251 | |||
Law Firm | ||||
Related Party Transaction [Line Items] | ||||
Legal fees | $ 0 | $ 651 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property, Plant and Equipment Comprised of Fixed Assets and Oil and Gas Properties (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Feb. 10, 2017 | Dec. 31, 2016 |
Fixed Assets | |||
Accumulated depreciation | $ (300) | $ (69) | |
Total fixed assets, net | 11,884 | 10,993 | |
Oil and Gas Properties | |||
Unproved | 13,000 | 0 | |
Wells in progress | 332 | $ 332 | 0 |
Total oil and gas properties | 13,332 | 0 | |
Total property, plant and equipment, net | 25,216 | 10,993 | |
Land | |||
Fixed Assets | |||
Fixed assets, gross | 9,491 | 9,491 | |
Buildings | |||
Fixed Assets | |||
Fixed assets, gross | 549 | 549 | |
Leasehold improvements | |||
Fixed Assets | |||
Fixed assets, gross | 1,707 | 602 | |
Computer, office equipment and fixtures | |||
Fixed Assets | |||
Fixed assets, gross | $ 437 | $ 420 |
Property, Plant and Equipment41
Property, Plant and Equipment - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2017USD ($)License | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | |
Property, Plant and Equipment [Line Items] | |||||
Depletion | $ 0 | $ 0 | |||
Asset purchase | $ 85,100,000 | ||||
Number of operated producing wells | 19 | ||||
Development Expenses | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation expense | 92,000 | $ 31,000 | 231,000 | $ 55,000 | |
Australia | |||||
Property, Plant and Equipment [Line Items] | |||||
Reserves | $ 0 | $ 0 | |||
United Kingdom | |||||
Property, Plant and Equipment [Line Items] | |||||
Number of non-operating interest in licenses | License | 2 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Sep. 29, 2017USD ($) |
LNG Vessel Charter | |
Other Commitments [Line Items] | |
Expected commitment | $ 5 |
Accounts Payable and Accrued 43
Accounts Payable and Accrued Liabilities - Schedule of Components of Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Project development activities | $ 1,970 | $ 0 |
Front-end engineering and design | 0 | 12,549 |
Payroll and compensation | 16,043 | 6,311 |
Seismic survey cancellation | 1,343 | 0 |
Accrued taxes | 2,394 | 0 |
Professional services (e.g., legal, audit) | 2,869 | 2,323 |
Other | 2,570 | 3,220 |
Total accounts payable and accrued liabilities | $ 27,189 | $ 24,403 |
Accounts Payable and Accrued 44
Accounts Payable and Accrued Liabilities - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Seismic survey cancellation | $ 1,343 | $ 0 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total grant date fair value | $ 21,165 | ||||
Share-based compensation expense for vested shares employees and directors | $ 4,000 | $ 19,100 | $ 22,000 | $ 24,200 | |
Settlement of Bonuses Accrued at December 31, 2016 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense for vested shares employees and directors | $ 2,000 | ||||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average grant date fair value per share | $ 10.68 | ||||
Final Investment Decision (FID Awards) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total grant date fair value | $ 17,400 | ||||
2016 Omnibus Compensation Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of common stock authorized for issuance | 40,000,000 | 40,000,000 | |||
Maximum number of common shares granted to an employee | 10,000,000 | ||||
Awards per share granted | 40.00% | 40.00% | |||
2016 Omnibus Compensation Incentive Plan | Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares granted | 7,500,000 | ||||
2016 Omnibus Incentive Plan (Legacy Plan) | Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares granted | 14,900,000 |
Share-Based Payments - Addition
Share-Based Payments - Additional Information (Detail) - USD ($) | Feb. 10, 2017 | Mar. 31, 2017 | Feb. 28, 2017 | May 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation expense for vendors | $ 4,000,000 | $ 19,100,000 | $ 22,000,000 | $ 24,200,000 | ||||
Common stock shares issued on merger, value | 87,923,000 | $ 1,000,000 | ||||||
Shares issued for specified services | 200,000 | |||||||
Share issued for services, price per share | $ 11.34 | |||||||
Cost of shares issued for specified services | $ 2,300,000 | |||||||
Vendors | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation expense for vendors | $ 0 | $ 19,400,000 | ||||||
Common Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock shares issued on merger | 90,350 | 409,800 | 51,540,000 | 500,000 | ||||
Common stock shares issued on merger, value | $ 1,300,000 | $ 5,800,000 | $ 1,390,000 | $ 1,000 | ||||
2016 Omnibus Compensation Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares available for grant | 1,000,000 | |||||||
Aggregate difference between purchase price and fair value | $ 11,400,000 | |||||||
Purchase price per share | $ 0.50 | |||||||
Closing share price on the date of issuance per share | $ 11.88 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | 9 Months Ended | |||||
Sep. 30, 2017USD ($)shares | Sep. 30, 2016USD ($) | Jun. 30, 2017shares | Mar. 31, 2017shares | Jan. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | |
Class of Stock [Line Items] | ||||||
Proceeds from the issuance of common stock | $ | $ 218,195,000 | $ 58,886,000 | ||||
Shares issued value | $ | $ 217,088,000 | $ 57,374,000 | ||||
Common stock, shares issued | shares | 214,000,000 | 109,600,000 | ||||
Shares issued value | $ | $ 1,943,000 | $ 101,000 | ||||
Conversion ratio | 1 | |||||
At-the-Market Program | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued | shares | 1,000,000 | |||||
Shares issued value | $ | $ 10,300,000 | |||||
Fees and commissions | $ | 500,000 | |||||
Maximum | At-the-Market Program | ||||||
Class of Stock [Line Items] | ||||||
Proceeds from the issuance of common stock | $ | $ 200,000,000 | |||||
TOTAL Delaware Inc | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares issued | shares | 35,400,000 | |||||
Shares issued value | $ | $ 207,000,000 | |||||
Shares exchanged for issue of common stock | shares | 46,000,000 | |||||
GE Oil & Gas, Inc. | ||||||
Class of Stock [Line Items] | ||||||
Number of shares converted | shares | 5,500,000 | |||||
GE Oil & Gas, Inc. | Series A Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Number of shares converted | shares | 5,500,000 | |||||
GE Oil & Gas, Inc. | Series B Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Number of shares converted | shares | 5,500,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Changes in Fair Value for Embedded Derivative (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Feb. 10, 2017 | Dec. 31, 2016 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Fair value at the beginning of period and initial fair value, respectively | $ 8,753 | $ 5,445 |
(Gain) loss on exchange feature | (2,209) | 3,308 |
Fair value at the end of the period and year, respectively | $ 6,544 | $ 8,753 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (22,864) | $ (44,405) | $ (196,736) | $ (67,875) |
Basic and diluted weighted average shares outstanding | 192,405 | 120,128 | 186,143 | 83,979 |
Loss per share: | ||||
Basic and diluted | $ (0.12) | $ (0.37) | $ (1.06) | $ (0.81) |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) - shares shares in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Restricted Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 19.9 | 6.6 |
Supplemental Cash Flow Inform51
Supplemental Cash Flow Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Supplemental Cash Flow Information [Abstract] | ||
Property, plant and equipment non-cash accruals | $ 0 | $ 141 |
Land acquisition non-cash accruals | 0 | 1,000 |
Net cash paid for income taxes | $ 0 | $ 4 |
Recent Accounting Standards - D
Recent Accounting Standards - Description of Recent Accounting Standards, Not been Adopted (Detail) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Standards Update 2014-09 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Description | This standard amends existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard may be early adopted beginning January 1, 2017, and may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. |
Expected Date of Adoption | Jan. 1, 2018 |
Effect on our Condensed Consolidated Financial Statements or Other Significant Matters | The adoption of this new standard will not affect the amounts shown in our Condensed Consolidated Financial Statements and related disclosures as the Company currently has no revenues. |
Accounting Standards Update 2016-02 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Description | This standard requires a lessee to recognize leases on its balance sheet by recording a liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This standard may be early adopted and must be adopted using a modified retrospective approach with certain available practical expedients. |
Expected Date of Adoption | Jan. 1, 2019 |
Effect on our Condensed Consolidated Financial Statements or Other Significant Matters | We are currently evaluating the impact of the provisions of this guidance on our Condensed Consolidated Financial Statements and related disclosures. |
Recent Accounting Standards -53
Recent Accounting Standards - Description of Recent Accounting Standards Adopted During Reporting Period (Detail) - New Accounting Pronouncement, Early Adoption, Effect | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Standards Update 2017-01 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Description | This update clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses by providing a screen to determine when an integrated set of assets or activities is not a business. |
Date of Adoption | Jan. 1, 2017 |
Effect on our Condensed Consolidated Financial Statements or Other Significant Matters | The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. |
Accounting Standards Update 2017-04 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Description | This update eliminated Step 2 from the goodwill impairment test. Step 2 required entities to compute the implied fair value of goodwill if it was determined that the carrying amount of a reporting unit exceed its fair value. The goodwill impairment test now consists of comparing the fair value of a reporting unit with its carrying amount, and a company should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. |
Date of Adoption | Jan. 1, 2017 |
Effect on our Condensed Consolidated Financial Statements or Other Significant Matters | The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. |
Accounting Standards Update 2017-09 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Description | This update clarifies what changes to the terms and conditions of share-based awards require an entity to apply modification accounting. Modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. |
Date of Adoption | Apr. 1, 2017 |
Effect on our Condensed Consolidated Financial Statements or Other Significant Matters | The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. |
Accounting Standards Update 2016-18 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Description | This update requires that restricted cash be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. |
Date of Adoption | Apr. 1, 2017 |
Effect on our Condensed Consolidated Financial Statements or Other Significant Matters | The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. |