Tellurian (TELZ) 10-Q 7 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 01, 2018
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2018
Document Fiscal Year Focus	2,018
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	Accelerated Filer
Entity Common Stock, Shares Outstanding		240,511,126
Entity Emerging Growth Company	false
Entity Small Business	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 172,317	$ 128,273
Accounts receivable, net of allowance for doubtful accounts of $11 and $0, respectively	440	583
Accounts receivable due from related parties	1,316	1,377
Prepaid expenses and other current assets	2,438	3,458
Total current assets	176,511	133,691
Property, plant and equipment, net	118,999	115,856
Deferred engineering costs	56,550	18,000
Non-current restricted cash	57,440	0
Other non-current assets	11,409	9,276
Total assets	420,909	276,823
Current liabilities:
Accounts payable	4,458	11,462
Accrued liabilities	33,848	39,101
Other current liabilities	0	1,735
Total current liabilities	38,306	52,298
Senior secured term loan	56,780	0
Asset retirement obligation	670	638
Total long-term liabilities	57,450	638
Commitments and contingencies (Note 7)
Stockholders’ equity:
Preferred stock, $0.01 par value, 100,000,000 authorized: 6,123,782 and zero shares outstanding, respectively	58	0
Common stock, $0.01 par value, 400,000,000 authorized: 240,511,126 and 222,749,220 shares outstanding, respectively	2,193	2,043
Additional paid-in capital	745,245	549,958
Accumulated deficit	(422,343)	(328,114)
Total stockholders’ equity	325,153	223,887
Total liabilities and stockholders’ equity	$ 420,909	$ 276,823

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 11	$ 0
Preferred stock, par value (in usd per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	100,000,000	100,000,000
Preferred stock, shares outstanding (in shares)	6,123,782	0
Common stock, par value (in usd per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	400,000,000	400,000,000
Common stock, shares outstanding (in shares)	240,511,126	222,749,220

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Total revenue		$ 799	$ 0	$ 8,414	$ 0
Operating costs and expenses
Cost of sales		723	0	5,383	0
Development expenses		11,004	8,785	32,871	44,975
DD&A		315	92	1,034	231
General and administrative expenses		20,437	17,218	61,046	79,917
Impairment charge and loss on transfer of assets		2,704	0	4,513	0
Goodwill impairment		0	0	0	77,592
Total operating costs and expenses		35,183	26,095	104,847	202,715
Loss from operations		(34,384)	(26,095)	(96,433)	(202,715)
Gain on Series A preferred stock exchange feature		0	0	0	2,209
Interest income, net		924	438	1,863	724
Other income, net		79	3,362	151	3,615
Loss before income taxes		(33,381)	(22,295)	(94,419)	(196,167)
Income tax benefit (expense)		190	(569)	190	(569)
Net loss		$ (33,191)	$ (22,864)	$ (94,229)	$ (196,736)
Net loss per common share
Basic and diluted (in dollars per share)	[1]	$ (0.15)	$ (0.12)	$ (0.45)	$ (1.06)
Weighted-average shares outstanding
Basic and diluted (in shares)		217,380	192,405	209,607	186,143
Natural gas sales
Total revenue		$ 799	$ 0	$ 2,551	$ 0
LNG sales
Total revenue		0	0	2,689	0
Other LNG revenue
Total revenue		$ 0	$ 0	$ 3,174	$ 0
[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.

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Stockholders' Equity - 9 months ended Sep. 30, 2018 - USD ($) $ in Thousands		Total	Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Common Class	Common ClassCommon Stock	Common ClassAdditional Paid-in Capital	Series C Preferred Stock	Series C Preferred StockPreferred Stock	Series C Preferred StockAdditional Paid-in Capital
Beginning balance at Dec. 31, 2017		$ 223,887	$ 0	$ 2,043	$ 549,958	$ (328,114)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock							$ 129,710	$ 135	$ 129,575	$ 47,516	$ 58	$ 47,458
Share-based compensation	[1]	18,269		15	18,254
Net loss		(94,229)				(94,229)
Ending balance at Sep. 30, 2018		$ 325,153	$ 58	$ 2,193	$ 745,245	$ (422,343)
[1]	Includes settlement of 2017 bonus that was accrued for in December 2017.

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash flows from operating activities:
Net loss	$ (94,229)	$ (196,736)
Adjustments to reconcile net loss to net cash used in operating activities:
DD&A	1,034	231
Goodwill impairment	0	77,592
Gain on Series A preferred stock exchange feature	0	(2,209)
Gain on sale of securities	0	(3,481)
Share-based compensation	3,279	21,963
Share-based payments	0	19,397
Impairment charge and loss on transfer of assets	4,513	0
Net changes in working capital (Note 11)	10,591	(2,924)
Net cash used in operating activities	(74,812)	(86,167)
Cash flows from investing activities:
Cash received in acquisition	0	56
Deposit for acquisition	0	8,515
Purchase of natural gas properties	(255)	0
Deferred engineering costs	0	(9,000)
Proceeds from sale of asset	167	0
Purchase of property, plant and equipment	(4,814)	(1,101)
Proceeds from sale of available-for-sale securities	0	4,592
Net cash used in investing activities	(4,902)	(13,968)
Cash flows from financing activities:
Proceeds from borrowing under term loan	59,400	0
Payments of term loan financing costs	(2,179)	0
Proceeds from issuance of common stock	133,800	218,195
Tax payments for net share settlement of equity awards (Note 11)	(5,733)	(828)
Equity offering costs	(4,090)	(607)
Net cash provided by financing activities	181,198	216,760
Net increase in cash, cash equivalents and restricted cash	101,484	116,625
Cash, cash equivalents and restricted cash, beginning of period	128,273	21,398
Cash, cash equivalents and restricted cash, end of period	$ 172,317	$ 138,023

General

General	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
General	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 plan to develop, own and operate a global natural gas business and to deliver natural gas to customers worldwide. We have begun to establish a portfolio of natural gas production, LNG marketing, 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”). We intend to develop the Driftwood pipeline as part of what we refer to as the “Pipeline Network.” In addition to the Driftwood pipeline, the Pipeline Network is expected to include two pipelines, the Haynesville Global Access Pipeline and the Permian Global Access Pipeline, both of which are currently in the early stages of development. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain notes and other information have been condensed or omitted. The accompanying interim 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 statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2017. The results for the three and nine months ended September 30, 2018 are not necessarily indicative of future financial results. Further, although we have commenced operations, we are still subject to significant risks and uncertainties, including failing to secure additional funding to construct the Driftwood Project. 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. New Accounting Standards Issued and Adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , amended the previous revenue recognition guidance and required us 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. We adopted the new standard on January 1, 2018, utilizing the modified retrospective approach. We developed an accounting policy, implemented changes to the relevant business processes and the control activities within them, and evaluated the disclosure requirements as a result of the provisions of this ASU. Adoption of the ASU did not require an adjustment to the opening stockholders’ equity and did not change our amount and timing of revenues. We have elected to exclude all taxes from the measurement of transaction price. For the sale of commodities, we consider the delivery of each unit (MMBtu) to be a separate performance obligation that is satisfied upon delivery. These contracts are either fixed price contracts or contracts with a fixed differential to an index price, both of which are considered fixed consideration. The fixed consideration is allocated to each performance obligation and represents the relative standalone selling price basis. Purchases and sales of inventory with the same counterparty that are entered into in contemplation of one another (including buy/sell arrangements) are combined and recorded on a net basis and reported in “LNG sales” on the Condensed Consolidated Statements of Operations. For such LNG sales, we require payment within 10 days from delivery. Other LNG revenue represents revenue earned from sub-charter agreements and is accounted for outside of this ASU and in line with Accounting Standards Codification 840, Leases . In our judgment, the performance obligations for the sale of natural gas and LNG are satisfied at a point in time because the customer obtains control and legal title of the asset when the natural gas or LNG is delivered to the designated sales point. Because our performance obligations have been satisfied and an unconditional right to consideration exists as of the balance sheet date, we have recognized amounts due from contracts with customers of $0.3 million as accounts receivable within the Condensed Consolidated Balance Sheet as of September 30, 2018. New Accounting Standards Issued But Not Yet Adopted ASU 2016-02, Leases (Topic 842) , 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. While we are still evaluating the provisions of the ASU to determine how we will be affected, based on our preliminary assessment, we will record assets and liabilities for current operating leases related to our office spaces.

Property, Plant and Equipment

Property, Plant and Equipment	9 Months Ended
	Sep. 30, 2018
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment	NOTE 2 — PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment is comprised of fixed assets, proved properties and unproved properties, as shown below (in thousands): September 30, 2018 December 31, 2017 Land $ 13,276 $ 9,491 Proved properties 88,349 90,869 Unproved properties 10,000 13,000 Wells in progress 6,511 345 Corporate and other 2,265 2,693 Total property, plant and equipment at cost 120,401 116,398 Accumulated DD&A (1,402 ) (542 ) Total property, plant and equipment, net $ 118,999 $ 115,856 Land We own land in Louisiana for the purposes of constructing the Driftwood Project. Proved Properties We own producing and non-producing acreage in northern Louisiana. In September 2018, we identified indicators of impairment related to certain non-producing acreage and, as a result of an impairment test performed, we have written off approximately $2.7 million of carrying value associated with those assets. Unproved Properties We own interests in unproved properties in the Weald Basin, United Kingdom through our holding of non-operating interests in two licenses which expire in June and September 2021. We previously held an operating interest in an exploration permit in the Bonaparte Basin, Australia; however, in May 2018, we transferred the permit to a third party for consideration of approximately $0.2 million in cash and the release of approximately $1.3 million in liabilities incurred in connection with a canceled 2017 seismic survey. As a result, we have recognized, within our Condensed Consolidated Statement of Operations, a loss on the transfer of the permit of approximately $1.0 million during the nine months ended September 30, 2018.

Deferred Engineering Costs

Deferred Engineering Costs	9 Months Ended
	Sep. 30, 2018
Deferred Costs [Abstract]
Deferred Engineering Costs	NOTE 3 — DEFERRED ENGINEERING COSTS Deferred engineering costs of approximately $56.6 million as of September 30, 2018 represent detailed engineering services related to the Driftwood terminal. Such costs will be deferred until construction commences on the Driftwood terminal, at which time they will be transferred to construction in progress.

Other Non-Current Assets

Other Non-Current Assets	9 Months Ended
	Sep. 30, 2018
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Other Non-Current Assets	NOTE 4 — OTHER NON-CURRENT ASSETS Other non-current assets consist of the following (in thousands): September 30, 2018 December 31, 2017 Land lease and purchase options $ 3,453 $ 2,948 Permitting costs 6,720 4,708 Goodwill 1,190 1,190 Other 46 430 Total other non-current assets $ 11,409 $ 9,276 Land Lease and Purchase Options We hold lease and purchase option agreements (collectively, 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 Options will be amortized over the life of the lease once obtained, or capitalized into the land if purchased. Permitting Costs Permitting costs primarily represent the purchase of wetland credits in connection with our permit application to the USACE in 2017. 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 impact to the Louisiana wetlands caused by the construction of the Driftwood Project. If the USACE permit is secured, the permitting costs will be capitalized and depreciated with the total cost to construct the Driftwood Project.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2018
Equity [Abstract]
Stockholders' Equity	NOTE 5 — STOCKHOLDERS' EQUITY At-the-Market Program We maintain an at-the-market equity offering program pursuant to which we may sell shares of our common stock from time to time on Nasdaq through Credit Suisse Securities (USA) LLC acting as sales agent. We have availability under the at-the-market program to raise aggregate sales proceeds of up to $189.7 million . 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 (“Bechtel”), pursuant to which we sold to Bechtel Holdings approximately 6.1 million shares of our Series C convertible preferred stock (the “Preferred Stock”). In exchange for the Preferred Stock, Bechtel agreed to discharge approximately $22.7 million of the liability outstanding, and to apply approximately $27.3 million to future services, in connection with detailed engineering services for the Driftwood terminal. The approximately $22.7 million has been recognized on our Condensed Consolidated Balance Sheets within deferred engineering costs. The remaining approximately $27.3 million from the Preferred Stock issuance is subject to forfeiture and return if future services are not provided. During the three and nine months ended September 30, 2018 , we have been billed and thus recognized approximately $12.5 million and $25.0 million , respectively, of those services as received within the deferred engineering costs. We will account for the issuance of the remaining Preferred Stock of approximately $2.3 million as the associated services are received and in the same manner, within our deferred engineering costs on our Condensed Consolidated Balance Sheets. See Note 3, Deferred Engineering Costs , for further information regarding the costs associated with the detailed engineering services. 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 one -for-one basis. At any time after “Substantial Completion” of “Project 1,” each as defined in and pursuant to the LSTK 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 one -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. Public Equity Offering and Exercise of Overallotment In June 2018, we sold 12.0 million shares of common stock for proceeds of approximately $115.2 million , net of approximately $3.6 million in fees and commissions. The underwriters were granted an option to purchase up to an additional 1.8 million shares of common stock within 30 days, which was not exercised. In January 2018, in connection with the Company's December 2017 equity offering, the underwriters exercised their option to purchase an additional 1.5 million shares of our common stock for proceeds of approximately $14.5 million , net of approximately $0.5 million in fees and commissions.

Share-Based Compensation

Share-Based Compensation	9 Months Ended
	Sep. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Share-Based Compensation	NOTE 6 — SHARE-BASED COMPENSATION We have granted restricted stock, restricted stock units and phantom 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 certain restricted stock units, the units will be converted into shares of common stock and released to the grantee. In March 2018, we began issuing phantom units that may be settled in either cash, stock or a combination thereof. As of September 30, 2018 , we had granted approximately 24.3 million shares of performance-based Restricted Stock, of which approximately 19.8 million shares will vest entirely based upon an affirmative final investment decision (“FID”) by the Company’s board of directors, as defined in the award agreements, and approximately 3.7 million shares will vest in one-third increments at FID and the first and second anniversary of FID. The remaining shares of performance-based Restricted Stock, totaling approximately 0.8 million shares, will vest based on other criteria. As of September 30, 2018 , no expense had been recognized in connection with performance-based Restricted Stock. For the three and nine months ended September 30, 2018 , the recognized share-based compensation expense related to all share-based awards totaled approximately $0.9 million and $3.3 million , respectively. As of September 30, 2018 , unrecognized compensation expense, based on the grant date fair value, for all share-based awards totaled approximately $201.0 million . Further, the approximately 24.3 million shares of performance-based Restricted Stock and approximately 2.0 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.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 7 — COMMITMENTS AND CONTINGENCIES As of September 30, 2018 , we committed to our share of costs associated with non-operated wells in the Haynesville Shale trend which are expected to be drilled during the current year. For the nine months ended September 30, 2018 , we have incurred approximately $5.9 million for our share of the costs, of which approximately $3.3 million has been accrued for as of September 30, 2018 . The remaining commitment for this year is expected to be approximately $8.5 million .

Accrued Liabilities

Accrued Liabilities	9 Months Ended
	Sep. 30, 2018
Payables and Accruals [Abstract]
Accrued Liabilities	NOTE 8 — ACCRUED LIABILITIES The components of accrued liabilities consist of the following (in thousands): September 30, 2018 December 31, 2017 Project development activities $ 4,325 $ 5,142 Payroll and compensation 19,940 25,833 Accrued taxes 2,757 2,764 Professional services (e.g., legal, audit) 3,156 2,806 Accrued rent and other 3,670 2,556 Total accrued liabilities $ 33,848 $ 39,101

Long-term Borrowings

Long-term Borrowings	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Long-term Borrowings	NOTE 9 — LONG-TERM BORROWINGS On September 28, 2018 (the “Closing Date”), Tellurian Production Holdings LLC (“Production Holdings”), our wholly owned subsidiary, entered into a three -year senior secured term loan credit agreement (“Term Loan”) in an aggregate principal amount of $60.0 million at a price of 99% of par, resulting in an original issue discount of $0.6 million . Fees of $2.6 million were capitalized as deferred financing costs. The discount and fees are being amortized over the term of the Term Loan on a straight-line basis. Our use of proceeds from the Term Loan is predominantly restricted to capital expenditures associated with certain development and drilling activities and fees related to the transaction itself and is presented within non-current restricted cash on our Condensed Consolidated Balance Sheet. We have the right, but not the obligation, to make voluntary principal payments starting six months following the Closing Date in a minimum amount of $5 million or any integral multiples of $1 million in excess thereof. If no voluntary principal payments are made, the principal amount, together with any accrued interest, is payable at the maturity date of September 28, 2021. The Term Loan can be terminated early with an early termination payment equal to the outstanding principal plus accrued interest. If the Term Loan is terminated within 12 months of the Closing Date, an early termination fee equal to 1% of the outstanding principal is required. Amounts borrowed under the Term Loan bear interest at a variable rate (three-month LIBOR) plus an applicable margin. The applicable margin is 5% through the end of the first year following the Closing Date, 7% through the end of the second year following the Closing Date and 8% thereafter. Amounts borrowed under the Term Loan are guaranteed by Tellurian Inc. and each of Production Holdings’ subsidiaries. The Term Loan is collateralized by a first priority lien on domestic properties described in Note 2, Property, Plant and Equipment . The Term Loan contains certain negative covenants that, among other things, place restrictions and limitations on the ability of Production Holdings and its subsidiaries to create liens, make acquisitions or engage in mergers or other consolidations, make any distributions or declare and pay any dividends, incur additional indebtedness, make equity or debt investments, dispose of assets, engage in certain transactions with affiliates or enter into any hedging transactions other than those as required, within a specified timeframe, by the Term Loan. As of September 30, 2018, we remained in compliance with the covenants under the Term Loan. No hedging transactions for the purposes of the Term Loan have been entered into as at and for the period ended September 30, 2018. As of September 30, 2018, the carrying value of the Term Loan approximated fair value.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2018
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 10 — 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 continue to maintain a full valuation allowance against our U.S. net deferred tax assets as of September 30, 2018 and December 31, 2017. Accordingly, we have not recorded a provision for federal or state income taxes during the three and nine months ended September 30, 2018 . The benefit recorded in the accompanying Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2018 is for foreign income taxes. In 2017, we experienced ownership changes as defined by Internal Revenue Code (“IRC”) Section 382, 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.

Supplemental Cash Flow Informat

Supplemental Cash Flow Information	9 Months Ended
	Sep. 30, 2018
Supplemental Cash Flow Information [Abstract]
Additional Cash Flow Information	NOTE 11 — ADDITIONAL CASH FLOW INFORMATION The following table provides information regarding the net changes in working capital (in thousands): Nine Months Ended September 30, 2018 2017 Accounts receivable, net $ 99 $ (9 ) Accounts receivable due from related parties 62 (1,334 ) Prepaid expenses and other current assets 1,036 (797 ) Accounts payable and accrued liabilities 13,548 (324 ) Note receivable due from related party — 251 Other, net (4,154 ) (711 ) Net changes in working capital $ 10,591 $ (2,924 ) The following table provides supplemental disclosure of cash flow information (in thousands): Nine Months Ended September 30, 2018 2017 Property, plant and equipment non-cash accruals $ 3,529 $ — Accrued term loan issuance costs 441 — Non-cash settlement of withholding taxes associated with the 2017 bonus accrual and vesting of certain awards 5,733 828 Non-cash settlement of the 2017 bonus accrual 15,202 — 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): Nine Months Ended September 30, 2018 2017 Cash and cash equivalents $ 172,317 $ 138,023 Non-current restricted cash 57,440 — Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 229,757 $ 138,023

General (Policies)

General (Policies)	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain notes and other information have been condensed or omitted. The accompanying interim 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 statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2017.
Use of Estimates	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.
New Accounting Standards	New Accounting Standards Issued and Adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , amended the previous revenue recognition guidance and required us 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. We adopted the new standard on January 1, 2018, utilizing the modified retrospective approach. We developed an accounting policy, implemented changes to the relevant business processes and the control activities within them, and evaluated the disclosure requirements as a result of the provisions of this ASU. Adoption of the ASU did not require an adjustment to the opening stockholders’ equity and did not change our amount and timing of revenues. We have elected to exclude all taxes from the measurement of transaction price. For the sale of commodities, we consider the delivery of each unit (MMBtu) to be a separate performance obligation that is satisfied upon delivery. These contracts are either fixed price contracts or contracts with a fixed differential to an index price, both of which are considered fixed consideration. The fixed consideration is allocated to each performance obligation and represents the relative standalone selling price basis. Purchases and sales of inventory with the same counterparty that are entered into in contemplation of one another (including buy/sell arrangements) are combined and recorded on a net basis and reported in “LNG sales” on the Condensed Consolidated Statements of Operations. For such LNG sales, we require payment within 10 days from delivery. Other LNG revenue represents revenue earned from sub-charter agreements and is accounted for outside of this ASU and in line with Accounting Standards Codification 840, Leases . In our judgment, the performance obligations for the sale of natural gas and LNG are satisfied at a point in time because the customer obtains control and legal title of the asset when the natural gas or LNG is delivered to the designated sales point. Because our performance obligations have been satisfied and an unconditional right to consideration exists as of the balance sheet date, we have recognized amounts due from contracts with customers of $0.3 million as accounts receivable within the Condensed Consolidated Balance Sheet as of September 30, 2018. New Accounting Standards Issued But Not Yet Adopted ASU 2016-02, Leases (Topic 842) , 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. While we are still evaluating the provisions of the ASU to determine how we will be affected, based on our preliminary assessment, we will record assets and liabilities for current operating leases related to our office spaces.

Property, Plant and Equipment (

Property, Plant and Equipment (Tables)	9 Months Ended
	Sep. 30, 2018
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, proved properties and unproved properties, as shown below (in thousands): September 30, 2018 December 31, 2017 Land $ 13,276 $ 9,491 Proved properties 88,349 90,869 Unproved properties 10,000 13,000 Wells in progress 6,511 345 Corporate and other 2,265 2,693 Total property, plant and equipment at cost 120,401 116,398 Accumulated DD&A (1,402 ) (542 ) Total property, plant and equipment, net $ 118,999 $ 115,856

Other Non-Current Assets (Table

Other Non-Current Assets (Tables)	9 Months Ended
	Sep. 30, 2018
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Other Non-Current Assets	Other non-current assets consist of the following (in thousands): September 30, 2018 December 31, 2017 Land lease and purchase options $ 3,453 $ 2,948 Permitting costs 6,720 4,708 Goodwill 1,190 1,190 Other 46 430 Total other non-current assets $ 11,409 $ 9,276

Accrued Liabilities (Tables)

Accrued Liabilities (Tables)	9 Months Ended
	Sep. 30, 2018
Payables and Accruals [Abstract]
Schedule of Components of Accrued Liabilities	The components of accrued liabilities consist of the following (in thousands): September 30, 2018 December 31, 2017 Project development activities $ 4,325 $ 5,142 Payroll and compensation 19,940 25,833 Accrued taxes 2,757 2,764 Professional services (e.g., legal, audit) 3,156 2,806 Accrued rent and other 3,670 2,556 Total accrued liabilities $ 33,848 $ 39,101

Additional Cash Flow Informatio

Additional Cash Flow Information (Tables)	9 Months Ended
	Sep. 30, 2018
Supplemental Cash Flow Information [Abstract]
Net Changes in Components of Operating Assets and Liabilities	The following table provides information regarding the net changes in working capital (in thousands): Nine Months Ended September 30, 2018 2017 Accounts receivable, net $ 99 $ (9 ) Accounts receivable due from related parties 62 (1,334 ) Prepaid expenses and other current assets 1,036 (797 ) Accounts payable and accrued liabilities 13,548 (324 ) Note receivable due from related party — 251 Other, net (4,154 ) (711 ) Net changes in working capital $ 10,591 $ (2,924 )
Supplemental Disclosure of Cash Flow Information	The following table provides supplemental disclosure of cash flow information (in thousands): Nine Months Ended September 30, 2018 2017 Property, plant and equipment non-cash accruals $ 3,529 $ — Accrued term loan issuance costs 441 — Non-cash settlement of withholding taxes associated with the 2017 bonus accrual and vesting of certain awards 5,733 828 Non-cash settlement of the 2017 bonus accrual 15,202 — 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): Nine Months Ended September 30, 2018 2017 Cash and cash equivalents $ 172,317 $ 138,023 Non-current restricted cash 57,440 — Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 229,757 $ 138,023

General (Details)

General (Details) $ in Thousands	Sep. 30, 2018USD ($)
Accounting Policies [Abstract]
Recognized amounts due from contracts with customer	$ 300

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, 2018	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 120,401	$ 116,398
Accumulated depreciation and depletion	(1,402)	(542)
Total property, plant and equipment, net	118,999	115,856
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment	13,276	9,491
Proved oil and natural gas properties
Property, Plant and Equipment [Line Items]
Property, plant and equipment	88,349	90,869
Unproved oil and natural gas properties
Property, Plant and Equipment [Line Items]
Property, plant and equipment	10,000	13,000
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment	6,511	345
Corporate and other
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 2,265	$ 2,693

Property, Plant and Equipment_2

Property, Plant and Equipment - Additional Information (Detail) $ in Millions	1 Months Ended		3 Months Ended	9 Months Ended
	Sep. 30, 2018USD ($)	May 31, 2018USD ($)	Sep. 30, 2018USD ($)	Sep. 30, 2018license
Property, Plant and Equipment [Line Items]
Write-off of non-producing acreage	$ 2.7
Cash consideration from transfer of permit		$ 0.2
Decrease in liabilities from transfer of permit		$ 1.3
Loss on transfer of permit			$ 1
United Kingdom
Property, Plant and Equipment [Line Items]
Number of non-operating interest in licenses | license				2

Deferred Engineering Costs - Ad

Deferred Engineering Costs - Additional Information (Detail) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Deferred Costs [Abstract]
Deferred engineering costs	$ 56,550	$ 18,000

Other Non-Current Assets (Detai

Other Non-Current Assets (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2018USD ($)number_of_renewal_options	Dec. 31, 2017USD ($)
Operating Leased Assets [Line Items]
Land lease and purchase options	$ 3,453	$ 2,948
Permitting costs	6,720	4,708
Goodwill	1,190	1,190
Other	46	430
Total other non-current assets	$ 11,409	$ 9,276
Term of lease (in years)	4 years
Extension term (in years)	20 years
Number of renewal terms | number_of_renewal_options	6
Renewal term (in years)	5 years
Maximum terms (in years)	60 years
Minimum
Operating Leased Assets [Line Items]
Term of lease (in years)	4 years
Maximum
Operating Leased Assets [Line Items]
Term of lease (in years)	5 years

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail) $ in Thousands, shares in Millions	1 Months Ended		3 Months Ended	9 Months Ended
	Jun. 30, 2018USD ($)shares	Jan. 31, 2018USD ($)shares	Sep. 30, 2018USD ($)	Sep. 30, 2018USD ($)	Sep. 30, 2017USD ($)	Mar. 31, 2018USD ($)shares
Class of Stock [Line Items]
Aggregate purchase price, net of offering costs	$ 115,200
Conversion ratio				1
Option to purchase additional shares of common stock (in shares) | shares	12
Fees and commissions	$ 3,600			$ 4,090	$ 607
Over-allotment Option
Class of Stock [Line Items]
Aggregate purchase price, net of offering costs		$ 14,500
Option to purchase additional shares of common stock (in shares) | shares	1.8	1.5
Fees and commissions		$ 500
Convertible Preferred Stock
Class of Stock [Line Items]
Convertible preferred stock, shares issued (in shares) | shares						6.1
Discharged amounts outstanding						$ 22,700
Amounts to be invoiced						$ 27,300
Maximum | At-the-Market Program
Class of Stock [Line Items]
Aggregate purchase price, net of offering costs				189,700
Other Noncurrent Assets
Class of Stock [Line Items]
Detailed engineering costs recognized			$ 12,500	$ 25,000
Issuance of remaining preferred stock			$ 2,300

Share-Based Compensation - Addi

Share-Based Compensation - Additional Information (Detail)	3 Months Ended	9 Months Ended
	Sep. 30, 2018USD ($)shares	Sep. 30, 2018USD ($)shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense for vested shares employees and directors | $	$ 900,000	$ 3,300,000
Unrecognized compensation expense | $	$ 201,000,000	$ 201,000,000
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payments (in shares)		24,300,000
Number of awards to vest (in shares)		800,000
Share-based compensation expense for vested shares employees and directors | $		$ 0
Antidilutive securities excluded from computation of loss per share amount (in shares)		24,300,000
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Antidilutive securities excluded from computation of loss per share amount (in shares)		2,000,000
2016 Omnibus Compensation Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of common stock authorized for issuance (in shares)	40,000,000	40,000,000
Vesting period one | Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards to vest (in shares)		19,800,000
Vesting period two | Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards to vest (in shares)		3,700,000

Commitments and Contingencies (

Commitments and Contingencies (Details) $ in Millions	9 Months Ended
	Sep. 30, 2018USD ($)
Commitments and Contingencies Disclosure [Abstract]
Non-operating well costs incurred	$ 5.9
Non-operating well costs	3.3
Non-operating well costs remaining commitment	$ 8.5

Accounts Payable and Accrued Li

Accounts Payable and Accrued Liabilities - Schedule of Components of Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Payables and Accruals [Abstract]
Project development activities	$ 4,325	$ 5,142
Payroll and compensation	19,940	25,833
Accrued taxes	2,757	2,764
Professional services (e.g., legal, audit)	3,156	2,806
Accrued rent and other	3,670	2,556
Total accrued liabilities	$ 33,848	$ 39,101

Long-term Borrowings (Details)

Long-term Borrowings (Details) - USD ($)	Sep. 28, 2018	Sep. 30, 2018
Debt Instrument [Line Items]
Minimum aggregate principal payment		$ 5,000,000
Integral multiple payments in excess thereof		$ 1,000,000
Early termination premium (as a percentage)		1.00%
LIBOR
Debt Instrument [Line Items]
Basis on variable rate, first year (as a percentage)		5.00%
Basis on variable rate, second year (as a percentage)		7.00%
Basis on variable rate, thereafter (as a percentage)		8.00%
Term Loan
Debt Instrument [Line Items]
Debt term (in years)	3 years
Principal amount	$ 60,000,000
Principal amount as a percentage of par amount	99.00%
Discount	$ 600,000
Fees	$ 2,600,000

Additional Cash Flow Informat_2

Additional Cash Flow Information - Net Changes in Working Capital (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Supplemental Cash Flow Elements [Abstract]
Accounts receivable, net	$ 99	$ (9)
Accounts receivable due from related parties	62	(1,334)
Prepaid expenses and other current assets	1,036	(797)
Accounts payable and accrued liabilities	13,548	(324)
Note receivable due from related party	0	251
Other, net	(4,154)	(711)
Net changes in components of operating assets and liabilities, net of acquisitions (See Note 13)	$ 10,591	$ (2,924)

Additional Cash Flow Informat_3

Additional Cash Flow Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016
Supplemental Cash Flow Information [Abstract]
Property, plant and equipment non-cash accruals	$ 3,529	$ 0
Accrued term loan issuance costs	441	0
Non-cash settlement of withholding taxes associated with the 2017 bonus accrual and vesting of certain awards	5,733	828
Non-cash settlement of the 2017 bonus accrual	15,202	0
Cash and cash equivalents	172,317	138,023	$ 128,273
Non-current restricted cash	57,440	0	0
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$ 229,757	$ 138,023	$ 128,273	$ 21,398