Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 15, 2019 | Jun. 29, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
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 | Large Accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Voluntary Filers | No | ||
Entity Common Stock, Shares Outstanding | 240,460,607 | ||
Entity Public Float | $ 766,390 | ||
Entity Well Known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 133,714 | $ 128,273 |
Accounts receivable | 1,498 | 583 |
Accounts receivable due from related parties | 1,316 | 1,377 |
Prepaids and other | 3,906 | 3,458 |
Total current assets | 140,434 | 133,691 |
Property, plant and equipment, net | 130,580 | 115,856 |
Deferred engineering costs | 69,000 | 18,000 |
Non-current restricted cash | 49,875 | 0 |
Other non-current assets | 18,659 | 9,276 |
Total assets | 408,548 | 276,823 |
Current liabilities: | ||
Accounts payable | 11,597 | 11,462 |
Accrued liabilities | 41,173 | 39,101 |
Other current liabilities | 0 | 1,735 |
Total current liabilities | 52,770 | 52,298 |
Senior secured term loan | 57,048 | 0 |
Asset retirement obligation | 796 | 638 |
Total long-term liabilities | 57,844 | 638 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value, 100,000,000 authorized: 6,123,782 and zero shares outstanding, respectively | 61 | 0 |
Common stock, $0.01 par value, 400,000,000 authorized: 240,655,607 and 222,749,220 shares outstanding, respectively | 2,195 | 2,043 |
Additional paid-in capital | 749,537 | 549,958 |
Accumulated deficit | (453,859) | (328,114) |
Total stockholders’ equity | 297,934 | 223,887 |
Total liabilities and stockholders’ equity | $ 408,548 | $ 276,823 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares outstanding | 6,123,782 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares, outstanding | 240,655,607 | 222,749,220 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Apr. 09, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues: | ||||
Total revenue | $ 10,286 | $ 5,441 | $ 0 | |
Related party | 0 | 0 | 0 | |
Operating costs and expenses: | ||||
Cost of sales | 6,115 | 7,565 | 0 | |
Development expenses | 44,034 | 59,498 | 47,146 | |
Depreciation, depletion and amortization | 1,567 | 479 | 69 | |
General and administrative expenses | 81,777 | 98,874 | 46,515 | |
Impairment charge and loss on transfer of assets | $ 0 | 4,513 | 0 | 0 |
Goodwill impairment | 0 | 77,592 | 0 | |
Total operating costs and expenses | 138,006 | 244,008 | 93,730 | |
Loss from operations | (127,720) | (238,567) | (93,730) | |
Gain (loss) on preferred stock exchange feature | 0 | 2,209 | (3,308) | |
Interest income, net | 0 | 1,574 | 1,022 | 0 |
Other income, net | 211 | 4,062 | 217 | |
Loss before income taxes | (125,935) | (231,274) | (96,821) | |
Income tax benefit (provision) | 190 | (185) | 166 | |
Net loss | $ (125,745) | $ (231,459) | $ (96,655) | |
Net loss per common share: | ||||
Basic and diluted (in dollars per share) | $ (0.59) | $ (1.23) | $ (1.01) | |
Weighted average shares outstanding: | ||||
Basic and diluted (in shares) | 211,574 | 188,536 | 95,795 | |
Predecessor | ||||
Revenues: | ||||
Total revenue | 31 | |||
Related party | 31 | |||
Operating costs and expenses: | ||||
Cost of sales | 0 | |||
Development expenses | 44 | |||
Depreciation, depletion and amortization | 8 | |||
General and administrative expenses | 617 | |||
Impairment charge and loss on transfer of assets | 0 | |||
Goodwill impairment | 0 | |||
Total operating costs and expenses | 669 | |||
Loss from operations | (638) | |||
Gain (loss) on preferred stock exchange feature | 0 | |||
Other income, net | 0 | |||
Loss before income taxes | (638) | |||
Income tax benefit (provision) | 0 | |||
Net loss | (638) | |||
Natural gas sales | ||||
Revenues: | ||||
Total revenue | $ 4,423 | $ 503 | $ 0 | |
Natural gas sales | Predecessor | ||||
Revenues: | ||||
Total revenue | 0 | |||
LNG sales | ||||
Revenues: | ||||
Total revenue | 2,689 | 3,273 | 0 | |
LNG sales | Predecessor | ||||
Revenues: | ||||
Total revenue | 0 | |||
Other LNG revenue | ||||
Revenues: | ||||
Total revenue | $ 3,174 | $ 1,665 | $ 0 | |
Other LNG revenue | Predecessor | ||||
Revenues: | ||||
Total revenue | $ 0 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Series A Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Exchange from Series B to common stock | Common Stock | Common StockCommon Stock | Common StockExchange from Series B to common stock | Treasury Stock | Preferred Stock | Preferred StockSeries A Preferred Stock | Preferred StockConvertible Preferred Stock | Preferred StockSeries B Preferred Stock | Preferred StockSeries C Preferred Stock | Preferred StockExchange from Series B to common stock | Additional Paid-in Capital | Additional Paid-in CapitalCommon Stock | Additional Paid-in CapitalSeries A Preferred Stock | Additional Paid-in CapitalSeries B Preferred Stock | Additional Paid-in CapitalSeries C Preferred Stock | Accumulated Deficit | |
Beginning balance at Dec. 31, 2015 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||
Beginning balance, shares at Dec. 31, 2015 | 0 | 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 | 500,000 | ||||||||||||||||||||||
Issuance of stock | $ 57,374 | $ 19,385 | $ 98 | $ 5 | $ 57,276 | $ 19,380 | |||||||||||||||||
Issuance of stock, shares | 98,356,000 | 5,468,000 | |||||||||||||||||||||
Share-based compensation | $ 24,495 | $ 2 | 24,493 | ||||||||||||||||||||
Share-based compensation, shares | 10,753,000 | ||||||||||||||||||||||
Share-based payments, shares | 0 | ||||||||||||||||||||||
Net loss | $ (96,655) | (96,655) | |||||||||||||||||||||
Ending balance at Dec. 31, 2016 | 5,599 | $ 101 | $ 0 | $ 0 | $ 5 | 102,148 | (96,655) | ||||||||||||||||
Ending balance, shares at Dec. 31, 2016 | 109,609,000 | 0 | 0 | 5,468,000 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||
Common stock issued for acquisition | 87,923 | $ 1,390 | 86,533 | ||||||||||||||||||||
Common stock issued for acquisition, shares | 51,540,000 | (1,209,000) | |||||||||||||||||||||
Issuance of stock | 311,924 | $ 465 | $ 5,468 | $ (5,468) | $ 5,468 | $ (5,468) | 311,459 | ||||||||||||||||
Issuance of stock, shares | 46,373,000 | ||||||||||||||||||||||
Share-based compensation | 23,019 | $ 16 | 23,003 | ||||||||||||||||||||
Share-based compensation, shares | 9,350,000 | ||||||||||||||||||||||
Share-based payments | $ 21,165 | $ 17 | 21,148 | ||||||||||||||||||||
Share-based payments, shares | 2,000,000 | 1,700,000 | |||||||||||||||||||||
Exchange from/to preferred stock | $ (5) | $ 5 | $ 0 | $ 55 | $ (5) | $ 55 | $ (55) | $ (50) | |||||||||||||||
Net loss | $ (231,459) | (231,459) | |||||||||||||||||||||
Reclass of embedded derivative | 6,544 | 6,544 | |||||||||||||||||||||
Treasury stock | (828) | $ (828) | |||||||||||||||||||||
Treasury stock, shares | (82,000) | ||||||||||||||||||||||
Retirement of treasury stock, shares | (1,291,000) | 1,291,000 | |||||||||||||||||||||
Retirement of treasury stock, par value | $ (1) | ||||||||||||||||||||||
Retirement of treasury stock, cost | 0 | $ 828 | (827) | ||||||||||||||||||||
Ending balance at Dec. 31, 2017 | 223,887 | $ 2,043 | $ 0 | $ 0 | $ 0 | 549,958 | (328,114) | ||||||||||||||||
Ending balance, shares at Dec. 31, 2017 | 222,749,000 | 0 | 0 | 0 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||
Issuance of stock | $ 129,710 | $ 49,966 | $ 135 | $ 61 | $ 129,575 | $ 49,905 | |||||||||||||||||
Issuance of stock, shares | 13,500,000 | 6,124,000 | |||||||||||||||||||||
Share-based compensation | [1] | $ 20,116 | $ 17 | 20,099 | |||||||||||||||||||
Share-based compensation, shares | [1] | 4,407,000 | |||||||||||||||||||||
Share-based payments, shares | 0 | ||||||||||||||||||||||
Net loss | $ (125,745) | (125,745) | |||||||||||||||||||||
Ending balance at Dec. 31, 2018 | $ 297,934 | $ 2,195 | $ 0 | $ 61 | $ 0 | $ 749,537 | $ (453,859) | ||||||||||||||||
Ending balance, shares at Dec. 31, 2018 | 240,656,000 | 0 | 6,124,000 | 0 | |||||||||||||||||||
[1] | Includes settlement of 2017 bonus that was accrued for in December 2017. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Apr. 09, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||||
Net loss | $ (125,745) | $ (231,459) | $ (96,655) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation, depletion and amortization | 1,567 | 479 | 69 | |
Goodwill impairment | 0 | 77,592 | 0 | |
Loss on disposal of assets | 0 | 0 | 185 | |
Provision for income tax benefit | 0 | 0 | (170) | |
Amortization of debt issuance costs | 267 | 0 | 0 | |
(Gain) loss on Series A convertible preferred stock exchange feature | 0 | (2,209) | 3,308 | |
Gain on sale of securities | 0 | (3,481) | 0 | |
Share-based compensation | 5,126 | 23,019 | 24,495 | |
Impairment charge and loss on transfer of assets | $ 0 | 4,513 | 0 | 0 |
Share-based payments | 0 | 19,397 | 0 | |
Net changes in working capital (Note 16) | 10,520 | 7,433 | 18,338 | |
Net cash used in operating activities | (103,752) | (109,229) | (50,430) | |
Cash flows from investing activities: | ||||
Cash received in acquisition | 0 | 56 | 210 | |
Acquisition and development of natural gas properties | (8,356) | (90,099) | 0 | |
Deferred engineering costs | (10,000) | (9,000) | 0 | |
Proceeds from transfer of asset | 167 | 0 | 0 | |
Purchase of property - land | (3,498) | 0 | (9,491) | |
Purchase of property and equipment | 0 | (1,114) | (1,225) | |
Proceeds from sale of available-for-sale securities | 0 | 4,592 | 0 | |
Net cash used in investing activities | (21,687) | (95,565) | (10,506) | |
Cash flows from financing activities: | ||||
Proceeds from borrowing under term loan | 59,400 | 0 | 0 | |
Payments of term loan financing costs | (2,621) | 0 | 0 | |
Proceeds from the issuance of common stock | 133,800 | 318,204 | 59,015 | |
Tax payments for net share settlement of equity awards (Note 16) | (5,734) | (828) | 0 | |
Proceeds from the issuance of preferred stock | 0 | 0 | 25,000 | |
Equity offering costs | (4,090) | (5,707) | (1,681) | |
Net cash provided by financing activities | 180,755 | 311,669 | 82,334 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 55,316 | 106,875 | 21,398 | |
Cash, cash equivalents and restricted cash, beginning of period | 0 | 128,273 | 21,398 | 0 |
Cash, cash equivalents and restricted cash, end of period | 210 | 183,589 | 128,273 | 21,398 |
Supplementary disclosure of cash flow information: | ||||
Interest paid | $ (1,174) | $ 0 | 0 | |
Predecessor | ||||
Cash flows from operating activities: | ||||
Net loss | (638) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation, depletion and amortization | 8 | |||
Goodwill impairment | 0 | |||
Loss on disposal of assets | 3 | |||
Provision for income tax benefit | 0 | |||
Amortization of debt issuance costs | 0 | |||
(Gain) loss on Series A convertible preferred stock exchange feature | 0 | |||
Gain on sale of securities | 0 | |||
Share-based compensation | 0 | |||
Impairment charge and loss on transfer of assets | 0 | |||
Share-based payments | 0 | |||
Net changes in working capital (Note 16) | 516 | |||
Net cash used in operating activities | (111) | |||
Cash flows from investing activities: | ||||
Cash received in acquisition | 0 | |||
Acquisition and development of natural gas properties | 0 | |||
Deferred engineering costs | 0 | |||
Proceeds from transfer of asset | 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 borrowing under term loan | 0 | |||
Payments of term loan financing costs | 0 | |||
Proceeds from the issuance of common stock | 0 | |||
Tax payments for net share settlement of equity awards (Note 16) | 0 | |||
Proceeds from the issuance of preferred stock | 0 | |||
Equity offering costs | 0 | |||
Net cash provided by financing activities | 0 | |||
Net increase (decrease) in cash, cash equivalents and restricted cash | (379) | |||
Cash, cash equivalents and restricted cash, beginning of period | 589 | $ 589 | ||
Cash, cash equivalents and restricted cash, end of period | 210 | |||
Supplementary disclosure of cash flow information: | ||||
Interest paid | $ 0 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 1 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Tellurian Inc., a Delaware corporation based in Houston, Texas (“Tellurian”), plans to develop, own and operate a global natural gas business and to deliver natural gas to customers worldwide. Tellurian has begun to establish a portfolio of natural gas production, LNG marketing, and infrastructure assets including an LNG terminal facility (the “Driftwood terminal”) and an associated pipeline (the “Driftwood pipeline”) in southwest Louisiana. Tellurian intends 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. The Driftwood terminal, the Pipeline Network and Tellurian’s existing and planned natural gas production assets are referred to collectively as the “Driftwood Project”. On February 10, 2017 (the “Merger Date”), Tellurian Investments Inc. (“Tellurian Investments”) completed a merger (the “Merger”) with a subsidiary of Magellan Petroleum Corporation (“Magellan”). 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 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. 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 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. Basis of Presentation Our Consolidated Financial Statements were prepared in accordance with GAAP. The Consolidated Financial Statements include the accounts of Tellurian Inc. and its wholly and majority owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Segments Management allocates resources and assesses financial performance on a consolidated basis. As such, for the purposes of financial reporting under GAAP during the years ended December 31, 2018, 2017 and 2016, the Company operated as a single operating segment. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. Management evaluates its estimates and related assumptions on a regular basis. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. Fair Value The Company uses three levels of the fair value hierarchy of inputs to measure the fair value of an asset or a liability. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are inputs other than quoted prices included within Level 1 that are directly or indirectly observable for the asset or liability. Level 3 inputs are inputs that are not observable in the market. Goodwill Goodwill resulting from a business combination is not subject to amortization. The Company tests such goodwill at the reporting unit level for impairment on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Revenue Recognition 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 have applied the standard to all contracts as of the date of the application of the standard. 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 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 $0.5 million as accounts receivable within the Consolidated Balance Sheets as of December 31, 2018. Cash, Cash Equivalents and Restricted Cash We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements are recorded in Non-current restricted cash on our Consolidated Balance Sheets. Concentration of Cash We maintain cash balances and restricted cash at financial institutions, which may at times be in excess of federally insured levels. We have not incurred losses related to these balances to date. Derivative Instruments We use derivative instruments to hedge our exposure to cash flow variability from commodity price risk. Derivative instruments are recorded at fair value and included in our Consolidated Balance Sheets as assets or liabilities, depending on the derivative position and the expected timing of settlement, unless they satisfy the criteria for and we elect the normal purchases and sales exception. Changes in the fair value of our derivative instruments are recorded in earnings, and, at present, we have elected not to apply hedge accounting. See Note 12, Financial Instruments for additional details about our derivative instruments. Property, Plant and Equipment Natural gas development and production activities are accounted for using the successful efforts method of accounting. Costs incurred to acquire a property (whether unproved or proved) are capitalized when incurred. Lease rentals are expensed as incurred. Natural gas exploratory costs are expensed as incurred and costs to develop proved reserves are capitalized. All costs related to production, general corporate overhead, and similar activities are expensed as incurred. We deplete our natural gas reserves using the units-of-production method. Fixed assets are recorded at cost. We depreciate our property, plant and equipment, excluding land, using the straight-line depreciation method over the estimated useful life of the asset. Upon retirement or other disposition of property, plant and equipment, the cost and related accumulated depreciation are removed, and the resulting gains or losses are recorded in our Consolidated Statements of Operations. Management tests property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of property, plant and equipment might not be recoverable. Accounting for LNG Development Activities As we have been in the preliminary stage of developing the Driftwood terminal, substantially all of the costs to date related to such activities have been expensed. These costs primarily include professional fees associated with FEED studies and applying to FERC for authorization to construct our terminals and other required permitting for the Driftwood Project. Costs incurred in connection with a project to develop the Driftwood terminal shall generally be treated as development expenses until the project has reached the notice-to-proceed state (“NTP State”) and the following criteria (the “NTP Criteria”) have been achieved: (i) regulatory approval has been received, (ii) financing for the project is available and (iii) management has committed to commence construction. In addition to the above, certain costs incurred prior to achieving the NTP State will be capitalized though the NTP Criteria have not been met. Costs to be capitalized prior to achieving the NTP State include land purchase costs, land improvement costs, costs associated with preparing the facility for use and any fixed structure construction costs (fence, storage areas, drainage, etc.). Furthermore, activities directly associated with detailed engineering and/or facility designs shall be capitalized. Share-Based Compensation Share-based compensation transactions are measured based on grant-date estimated fair value. For awards containing only service conditions or performance conditions deemed probable of occurring, the fair value is recognized as expense over the requisite service period using the straight-line method. We recognize compensation cost for awards with performance conditions if and when we conclude that it is probable that the performance condition will be achieved. For awards where the performance or market condition is not considered probable, compensation cost is not recognized until the performance or market condition becomes probable. We reassess the probability of vesting at each reporting period for awards with performance conditions and adjust compensation cost based on our probability assessment. We recognize forfeitures as they occur. Debt Discounts and expenses incurred with the issuance of debt are amortized over the term of the debt. These amounts are presented as a reduction of Senior secured term loan on the accompanying Consolidated Balance Sheets. See Note 13, Long-Term Borrowings , for additional details about our Senior secured term loan. Income Taxes We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the financial statement and tax basis of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to be realized or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider current and historical financial results, expectations for future taxable income and the availability of tax planning strategies that can be implemented, if necessary, to realize deferred tax assets. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. Net Loss Per Share (EPS) Basic net loss per share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share reflects potential dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued and were dilutive. |
Merger and Acquisition
Merger and Acquisition | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Merger and Acquisition | NOTE 2 — MERGER AND ACQUISITION The Merger As discussed in Note 1 , Basis of Presentation and Summary of Significant Accounting Policies , 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 purchase price allocation to assets acquired and liabilities assumed in the Merger 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 5 , 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 recognized as a result of the Merger totaled approximately $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 and an impairment expense of approximately $77.6 million was recognized during the year ended December 31, 2017. 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 approximately $1 million . The transaction was accounted for using the acquisition method. Pro Forma Results The following table provides unaudited pro forma results for the year ended December 31, 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): Year Ended December 31, 2017 2016 Pro forma net loss $ (235,201 ) $ (100,734 ) Pro forma net loss per basic share $ (1.24 ) $ (0.98 ) Pro forma basic and diluted weighted average common shares outstanding 189,246 102,281 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 operations would have been if the Merger and acquisition of Parallax Services had occurred on January 1, 2016. Following the Merger Date, approximately $ 0.8 million of net loss related to the acquired activities has been included in our Consolidated Financial Statements. |
Deferred Engineering Costs
Deferred Engineering Costs | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs [Abstract] | |
Deferred Engineering Costs | NOTE 3 — DEFERRED ENGINEERING COSTS Deferred engineering costs of $69.0 million at December 31, 2018 and $18.0 million at December 31, 2017 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. |
Transaction with Related Partie
Transaction with Related Parties | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Transaction with Related Parties | NOTE 4 — TRANSACTIONS WITH RE L ATED PARTIES Accounts Receivable due from Related Parties Tellurian’s accounts receivable due from related parties primarily consists of tax indemnities from employees who received share-based compensation in 2016. Accounts Payable due to Related Parties In December 2017, Tellurian and Martin Houston, a major shareholder and Vice Chairman of the Company, agreed to mutually discharge $0.3 million owed by Tellurian to entities partially owned by Mr. Houston. Non-current Note Receivable due from Related Party In July 2017, the $0.3 million non-current note receivable due from Mr. Houston was repaid in full, and the demand note evidencing the receivable was canceled. Other During the year ended December 31, 2018, the Company incurred approximately $0.1 million in legal fees to a law firm for various legal advice. During the year ended December 31, 2017, the Company incurred $0.7 million in legal fees to the same 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 | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | NOTE 5 — PROPERTY, PLANT AND E QUIPMENT Property, plant and equipment is comprised of fixed assets and oil and natural gas properties, as shown below (in thousands): December 31, 2018 2017 Land $ 13,276 $ 9,491 Proved properties 101,459 90,869 Unproved properties 10,204 13,000 Wells in progress 4,660 345 Corporate and other 2,905 2,693 Total fixed assets, at cost 132,504 116,398 Accumulated depreciation and depletion (1,924 ) (542 ) Total property, plant and equipment, net $ 130,580 $ 115,856 Depreciation and depletion expense for the years ended December 31, 2018 , 2017 and 2016 was approximately $1.5 million , $0.5 million and $0.1 million , respectively. Land We own land in Louisiana for the purpose 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 that led to an impairment charge of approximately $2.7 million . 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 Consolidated Statement of Operations, a loss on the transfer of the permit of approximately $1.0 million during the current year. |
Other Non-Current Assets
Other Non-Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Non-Current Assets | NOTE 6 — OTHER NON-CURRENT ASSETS Other non-current assets consist of the following (in thousands): December 31, 2018 December 31, 2017 Land lease and purchase options $ 4,115 $ 2,948 Permitting costs 12,585 4,708 Other 1,959 1,620 Total other non-current assets $ 18,659 $ 9,276 Land Lease and Purchase Options We hold 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 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 2018 and 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. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | NOTE 7 — ACCRUED LIABILITIES The components of accrued liabilities consist of the following (in thousands): December 31, 2018 2017 Project development activities $ 8,879 $ 5,142 Payroll and compensation 23,286 25,833 Accrued taxes 2,507 2,764 Professional services (e.g., legal, audit) 2,423 2,806 Accrued rent and other 4,078 2,556 Total accrued liabilities $ 41,173 $ 39,101 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8 — COMMITMENTS AND CONTINGENCIES 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 LLC and certain of its affiliates (not including Parallax Services, now known as 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. Cheniere is seeking unspecified amounts of monetary damages and certain equitable relief. 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. Trial has been set for June 2019. Contractual Obligations The Company is obligated under various non-cancelable operating lease agreements for office facilities that generally provide for minimum rent payments and a proportionate share of operating expenses and property taxes and include certain renewal and expansion options. For the years ended December 31, 2018, 2017 and 2016, rent expense under these lease arrangements was $3.2 million , $2.3 million and $0.5 million , respectively. At December 31, 2018 , contractual obligations for long-term operating leases and purchase obligations are as follows (in thousands): 2019 2020 2021 2022 2023 Thereafter Total Office leases $ 3,126 $ 3,510 $ 3,440 $ 3,718 $ 3,993 $ 8,061 $ 25,848 Land lease and purchase options 1,588 634 23 23 23 436 2,727 Other 499 499 2 — — — 1,000 $ 5,213 $ 4,643 $ 3,465 $ 3,741 $ 4,016 $ 8,497 $ 29,575 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | NOTE 9 — 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 made under the Legacy Plan. For the year ended December 31, 2018, share-based compensation expense related to all share-based awards totaled approximately $5.1 million . For the year ended December 31, 2017, share-based compensation expense related to all share-based awards totaled approximately $23.0 million , approximately $2 million of which was issued in settlement of bonuses accrued at December 31, 2016. For the year ended December 31, 2016, share-based compensation expense related to all share-based awards totaled approximately $24.5 million . As of December 31, 2018 , unrecognized compensation expense, based on the grant date fair value, for all share-based awards totaled approximately $197.0 million . Restricted Stock 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 December 31, 2018 , there was no Restricted Stock that would be required to be settled in cash. As of December 31, 2018, we had granted approximately 24.4 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 4.0 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 0.6 million shares, will vest based on other criteria. As of December 31, 2018, no expense had been recognized in connection with performance-based Restricted Stock. The fair value of the Restricted Stock was established by the market price on the date of grant and, for service-based awards, is being recognized as compensation expense ratably over the vesting term. The following table provides a summary of our Restricted Stock transactions for the year ended December 31, 2018 (shares and units in thousands): Shares Weighted-Average Grant Unvested at January 1, 2018 20,488 $ 6.95 Granted (1) 4,311 11.02 Vested (213 ) 11.60 Forfeited (202 ) 11.73 Unvested at December 31, 2018 24,384 $ 7.59 (1) The weighted-average grant date fair value of Restricted Stock granted during the years ended December 31, 2018, 2017 and 2016 was $11.02 , $9.59 and $3.52 , respectively. The total grant date fair value of restricted stock vested during the years ended December 31, 2018, 2017 and 2016 was approximately $2.5 million , $3.7 million and $0.4 million , respectively. Stock Options The 2016 Plan participants have been granted non-qualified options to purchase shares of common stock. Stock options are granted at a price not less than the market price of the common stock on the date of grant. Stock options vest equally over a three -year period from the date of grant. Options shall be exercisable at such time and under such conditions set forth in the underlying award agreement, but in no event shall any option be exercisable later than the tenth anniversary of the date of its grant. The fair value of each stock option award is estimated using the Black-Scholes option pricing model. The following table provides a summary of our stock option transactions for the year ended December 31, 2018 (stock options in thousands): Stock Options Weighted Average Exercise Price Outstanding at January 1, 2018 2,011 $ 10.32 Granted — — Exercised — — Forfeited or Expired (23 ) 10.32 Outstanding at December 31, 2018 1,988 $ 10.32 Exercisable at December 31, 2018 665 $ 10.32 Valuation assumptions used to value stock options for the year ended December 31, 2017 (there were no stock options granted in 2018 or 2016), were as follows: December 31, 2017 Expected term (in years) 6.0 Expected volatility 22.13 % Expected dividend yields — % Risk-free rate 2.05 % Due to our limited history, the Company has elected to apply the simplified method to determine the expected term. Additionally, due to our limited history, expected volatility is based on the implied volatility of the Company's peer group as identified by our board of directors. The expected dividend yield is based on historical yields on the date of grant. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. There were no stock options granted or exercised during the year ended December 31, 2018. There were 2.0 million stock options granted during the year ended December 31, 2017, with the weighted average grant date fair value of $2.72 . No stock options were exercised during the year ended December 31, 2017. There were no stock options granted or exercised during the year ended December 31, 2016. |
Share-Based Payments
Share-Based Payments | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Payments | NOTE 10 — SHARE-BASED PAYMENTS For the year ended December 31, 2018 and 2017, Tellurian recognized approximately $0.0 million and $ 19.4 million as share-based expense for various third-party provided services. In February 2017, the Company issued 409,800 shares of Tellurian common stock, valued at approximately $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 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 approximately $1.3 million . In March 2017, the Company’s board of directors approved the issuance of 1.0 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 approximately $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 Consolidated Statements of Operations. Also in March 2017, the Company issued 200,000 shares under a management consulting arrangement for specified services performed from March 2017 through May 2017. The services were valued at $11.34 per share on the date of issuance. The total cost of approximately $2.3 million was amortized to general and administrative expenses on a straight-line basis over the three-month service period in the Consolidated Statements of Operations. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 11 — INCOME TAXES Income tax benefit (provision) included in our reported net loss consisted of the following (in thousands): Year Ended December 31, 2018 2017 2016 Current: Federal $ — $ — $ — State — — (4 ) Foreign 190 (185 ) — Total Current 190 (185 ) (4 ) Deferred: Federal — — 170 State — — — Foreign — — — Total Deferred — — 170 Total income tax benefit (provision) $ 190 $ (185 ) $ 166 The sources of loss from operations before income taxes were as follows (in thousands): Year Ended December 31, 2018 2017 2016 Domestic $ (115,137 ) $ (223,991 ) $ (95,739 ) Foreign (10,798 ) (7,283 ) (1,082 ) Total loss before income taxes $ (125,935 ) $ (231,274 ) $ (96,821 ) The reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows: Year Ended December 31, 2018 2017 2016 Income tax benefit (provision) at U.S. statutory rate $ 26,446 $ 80,946 $ 33,887 Share-based compensation — — (5,911 ) Impairment — (27,969 ) — Change in U.S. tax rate — (30,562 ) — Change in valuation allowance due to change in U.S. tax rate — 30,562 — U.S. state tax 7,955 — — Change in valuation allowance (32,086 ) (51,030 ) (26,398 ) Other (2,125 ) (2,132 ) (1,412 ) Total income tax benefit (provision) $ 190 $ (185 ) $ 166 Significant components of our deferred tax assets and liabilities are as follows (in thousands): December 31, 2018 2017 Deferred tax assets: Capitalized engineering costs $ 6,353 $ 2,812 Capitalized start-up costs 19,290 17,881 Compensation and benefits 3,862 5,465 Net operating loss carryforwards and credits: Federal 37,822 19,423 State 4,979 522 Foreign 2,392 1,694 Other, net 8,328 3,541 Deferred tax assets 83,026 51,338 Less valuation allowance (83,026 ) (50,942 ) Deferred tax assets, net of valuation allowance — 396 Deferred tax liabilities — (396 ) Net deferred tax assets $ — $ — T he Tax Cuts and Jobs Act of 2017 (the “Act”) was enacted on December 22, 2017, and has several key provisions impacting the accounting for, and reporting of, income taxes. On December 22, 2017, the SEC issued Staff Accounting Bulletin No. 118, which allows companies to report the income tax effects of the Act as a provisional amount based on a reasonable estimate, which would be subject to adjustment during a reasonable measurement period, not to exceed twelve months, until the accounting and analysis under ASC 740 is complete. We incorporated the impact of the Tax Act in our results of operations and calculated provisional amounts for the tax effects of the Tax Act that could be reasonably estimated. At December 31, 2017, we recorded a $30.6 million unfavorable impact on the Company’s gross U.S. deferred tax assets and a corresponding $30.6 million favorable impact to the valuation allowance. We have not recorded an adjustment to these amounts. As of December 31, 2018, our accounting for the impact of the Tax Act was complete. As of December 31, 2018, we had federal, state and international net operating loss (“NOL”) carryforwards of $180.1 million , $113.7 million and $13.6 million , respectively. Approximately $88.4 million of these NOLs have an indefinite carryforward period. All other NOLs will expire between 2036 and 2037. Due to our historical losses and other available evidence related to our ability to generate taxable income, we have established a valuation allowance to fully offset our federal, state and international deferred tax assets as of December 31, 2018, and 2017. We will continue to evaluate the realizability of our deferred tax assets in the future. The increase in the valuation allowance was $32.1 million for the year ended December 31, 2018. In addition, we experienced a Section 382 ownership change in April 2017. An analysis of the annual limitation on the utilization of our NOLs was performed in accordance with IRC Section 382. It was determined that IRC Section 382 will not materially limit the use of our NOLs over the carryover period. We will continue to monitor trading activity in our shares which could cause an additional ownership change. If the Company experiences a Section 382 ownership change, it could further affect our ability to utilize our existing NOL carryforwards. As of December 31, 2018, the Company determined that it has no uncertain tax positions, interest or penalties as defined within ASC 740-10. The Company does not have unrecognized tax benefits. The Company does not believe that it is reasonably possible that the total unrecognized benefits will significantly increase within the next 12 months. We are subject to tax in the U.S. and various state and foreign jurisdictions. We are not currently under audit by any taxing authority. Federal and state tax returns filed with each jurisdiction remain open to examination under the normal three-year statute of limitations. Pursuant to ASC 740-30-25-17, the Company recognizes deferred tax liabilities associated with outside basis differences on investments in foreign subsidiaries unless the difference is considered essentially permanent in duration. As of December 31, 2018, the Company has not recorded any deferred taxes on unremitted earnings as the Company has no undistributed earnings and profits. If circumstances change in the foreseeable future and it becomes apparent that some or all of the undistributed earnings and profits will not be reinvested indefinitely, or will be remitted in the foreseeable future, a deferred tax liability will be recorded for some or all of the outside basis difference. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | NOTE 12 — FINANCIAL INSTRUMENTS As discussed in Note 13, Long-Term Borrowings , as part of entering into the senior secured term loan credit agreement, we are required to enter into and maintain certain hedging transactions to remain compliant with a specific negative covenant. As a result, we use derivative financial instruments, namely over the counter (“OTC”) commodity swap instruments (collectively “commodity swaps”), to maintain compliance with this covenant. We do not hold or issue derivative financial instruments for trading purposes. Commodity swap agreements involve payments to or receipts from counterparties based on the differential between two prices for the commodity, and also include basis swaps to protect earnings from undue exposure to the risk of geographic disparities in commodity prices, as also required by the negative covenant of the senior secured term loan credit agreement. The fair value of our commodity swaps is classified as Level 2 in the fair value hierarchy and is based on standard industry income approach models that use significant observable inputs, including but not limited to New York Mercantile Exchange (NYMEX) natural gas forward curves and basis forward curves, all of which are validated to external sources, at least monthly. The Company recognizes all derivative instruments as either assets or liabilities at fair value on a net basis as they are with a single counterparty and subject to a master netting arrangement. These derivative instruments are reported as either current or non-current assets or current or non-current liabilities, based on their maturity dates. The Company can net settle its derivative instruments at any time. As of December 31, 2018, we had a current liability of $0.2 million , net, with respect to the fair value of the current portion of our commodity swaps. In addition, as of December 31, 2018, we had a non-current asset of $0.3 million , net, with respect to the fair value of the non-current portion of our commodity swaps. The current liability and the non-current asset are classified within Accrued liabilities and Other non-current assets, respectively, on the Consolidated Balance Sheets. Gross current asset and current liability amounts are $0.4 million and $0.6 million , respectively. Gross non-current asset and non-current liability amounts are $0.6 million and $0.3 million , respectively. We do not apply hedge accounting for our commodity swaps; therefore, all changes in fair value of the Company’s derivative instruments are recognized within Other income, net, in the Consolidated Statements of Operations. For the year ended December 31, 2018, we recognized a realized loss of $0.1 million and an unrealized gain of $0.1 million related to the changes in fair value of the commodity swaps in our Consolidated Statements of Operations. Derivative contracts which result in physical delivery of a commodity expected to be used or sold by the Company in the normal course of business are designated as normal purchases and sales and are exempt from derivative accounting. OTC arrangements require settlement in cash. Settlements of derivative commodity instruments are reported as a component of cash flows from operations in the accompanying Consolidated Statements of Cash Flows. With respect to the commodity swaps, the Company hedged portions of expected sales of equity production and portions of its basis exposure cover approximately 19.3 Bcf and 19.3 Bcf of natural gas, respectively, as of December 31, 2018. The open positions at December 31, 2018 had maturities extending through September 2021. For additional details, refer to Note 13, Long-Term Borrowings . |
Long-term Borrowings
Long-term Borrowings | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-term Borrowings | NOTE 13 — 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 (the “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. At December 31, 2018, the outstanding principal amount of the Term Loan was $60.0 million . In addition, the unamortized discount and deferred financing costs, as of December 31, 2018 were $3.0 million . 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 Consolidated Balance Sheet. At December 31, 2018, unused proceeds from the Term Loan classified as non-current restricted cash were $49.6 million . 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 $5.0 million or any integral multiples of $1.0 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. For the year ended December 31, 2018, our total interest expense associated with the Term Loan was $1.2 million . Guarantors and Covenants 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 all assets of Production Holdings and its subsidiaries, including domestic properties described in Note 5, Property, Plant and Equipment . The Term Loan contains specific financial covenants and as of December 31, 2018, we remained in compliance with such covenants under the Term Loan. For details of hedging transactions, as at and for the year ended December 31, 2018, entered into for the purposes of the Term Loan, refer to Note 12, Financial Instruments . Long-Term Borrowings Maturities A summary of long-term borrowings maturities is as follows (in thousands): Years Ending December 31, Principal Payments 2019 $ — 2020 — 2021 60,000 Total $ 60,000 Fair Value As of December 31, 2018, the carrying value of the Term Loan approximated fair value. The Term Loan is a Level 3 instrument in the fair value hierarchy. The Level 3 estimated fair value approximates the carrying value because the interest rates are variable and reflective of market rates, and the debt may be repaid, in full or in part, at any time with minimum penalty (as noted above, 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). |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 14 — 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 outstanding liabilities associated with the detailed engineering services for the Driftwood Project, and to apply approximately $27.3 million to additional future detailed engineering services. During the year ended December 31, 2018, all of the approximately $27.3 million of future services were received and, as such, all $50.0 million have been recognized on our Consolidated Balance Sheets within deferred engineering costs. 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. 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 was 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. 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 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 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. Public Equity Offerings 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 December 2017, we issued 10.0 million shares of common stock for proceeds of approximately $94.8 million , net of approximately $5.2 million in fees and commissions. The underwriters were granted an option to purchase up to an additional 1.5 million shares of common stock within 30 days. In January 2018, 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. 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. Retirement of Treasury Stock In December 2017, the Company retired approximately 1.3 million shares of treasury stock. These retired shares are now included in the Company’s pool of authorized unissued shares. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Loss Per Share | NOTE 15 — LOSS PER SHARE The following table summarizes the computation of basic and diluted loss per share (in thousands, except per-share amounts): Year Ended December 31, 2018 2017 2016 Net loss $ (125,745 ) $ (231,459 ) $ (96,655 ) Basic weighted average common shares outstanding 211,574 188,536 95,795 Loss per share: Basic and diluted $ (0.59 ) $ (1.23 ) $ (1.01 ) As of December 31, 2018, 2017 and 2016, the effect of 24.4 million , 19.9 million and 11.5 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. In addition, as of December 31, 2018 and 2017, the effect of 2.0 million and 2.0 million options, respectively, and, as of December 31, 2018, the effect of 6.1 million shares of the Preferred Stock, all of which 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. As such, basic and diluted EPS are the same for all periods presented. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | NOTE 16 — SUPPLEMENTAL CASH FLOW INFORMATION The following table provides information regarding the net changes in working capital (in thousands): Successor Predecessor For the period from January 1, 2016 through April 9, 2016 Year Ended December 31, 2018 2017 2016 Accounts receivable $ (958 ) $ (442 ) $ (39 ) $ 1 Accounts receivable due from related parties 62 (60 ) (124 ) (32 ) Prepaids and other current assets (431 ) (1,419 ) (1,936 ) 13 Note receivable due from related party — 251 — — Accounts payable and accrued expenses 23,251 11,338 22,393 281 Accounts payable due to related parties — — (53 ) 253 Other, net (11,404 ) (2,235 ) (1,903 ) — Net changes in working capital $ 10,520 $ 7,433 $ 18,338 $ 516 The following table provides supplemental disclosure of cash flow information (in thousands): Successor Predecessor For the period from January 1, 2016 through April 9, 2016 Year Ended December 31, 2018 2017 2016 Net cash paid for income taxes $ — $ — $ 4 $ — Property, plant and equipment non-cash accruals 8,630 83 46 75 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 — — — Asset retirement obligation additions and revisions 115 — — — Equity offering cost accrual — 65 128 — The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of such amounts shown in the Consolidated Statements of Cash Flows (in thousands): Successor Predecessor For the period from January 1, 2016 through April 9, 2016 Year Ended December 31, 2018 2017 2016 Cash and cash equivalents $ 133,714 $ 128,273 $ 21,398 $ 210 Non-current restricted cash 49,875 — — — Total cash, cash equivalents and restricted cash in the statement of cash flows $ 183,589 $ 128,273 $ 21,398 $ 210 |
Interim Financial Information (
Interim Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Interim Financial Information (Unaudited) | NOTE 17 — INTERIM FINANCIAL INFORMATION (UNAUDITED) Amounts presented are in thousands, except, per share amounts (certain amounts may not recalculate exactly due to rounding): First Quarter Second Quarter Third Quarter Fourth Quarter Year Ended December 31, 2018 Total revenue $ 6,801 $ 813 $ 799 $ 1,872 Loss from operations (25,392 ) (36,658 ) (34,384 ) (31,287 ) Net loss (25,184 ) (35,854 ) (33,191 ) (31,516 ) Net loss per common share - basic and diluted (0.12 ) (0.17 ) (0.15 ) (0.14 ) Weighted average shares outstanding - basic and diluted 204,772 206,531 217,380 217,408 Year Ended December 31, 2017 Total revenue $ — $ — $ — $ 5,441 Loss from operations (143,721 ) (32,899 ) (26,095 ) (35,852 ) Net loss (141,349 ) (32,523 ) (22,864 ) (34,723 ) Net loss per common share - basic and diluted (0.92 ) (0.17 ) (0.12 ) (0.18 ) Weighted average shares outstanding - basic and diluted 154,213 186,102 192,405 194,978 |
Recent Accounting Standards
Recent Accounting Standards | 12 Months Ended |
Dec. 31, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Standards | NOTE 18 — RECENT ACCOUNTING STANDARDS The following table provides a description of recent accounting standards that had not been adopted by the Company as of December 31, 2018 : Standard Description Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters 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, one of which is an option of applying the requirements of the standard either (1) retrospectively to each prior comparative reporting period presented or (2) retrospectively at the beginning of the period of adoption. January 1, 2019 The Company has adopted the standard on January 1, 2019, and will apply it at the beginning of the period of adoption. Therefore, upon adoption, financial information and disclosures will not be updated for comparative reporting periods under the new standard. Additionally, the Company has elected the transition package of practical expedients upon adoption which, among other things, allows an entity to not reassess the historical lease classification. The Company utilized a combination of a bottom-up and top-down approach to identify and analyze its lease portfolio. The analysis included reviewing all forms of leases, performing a completeness assessment over the lease population, assessing the policy elections offered by the standard and evaluating its business processes and internal controls to meet the ASU's accounting, reporting and disclosure requirements. The Company’s adoption of the standard has an impact on the Consolidated Balance Sheet. The Company’s adoption of the standard does not impact the Consolidated Statements of Operations or the Consolidated Statements of Cash Flows. The most significant effect of the new standard on the Consolidated Balance Sheet relates to the recognition of right-of-use assets and lease liabilities for the Company’s real estate portfolio, which the Company expects to be between $15 million and $25 million. The Company will also be providing new disclosures for its leasing activities under the new standard in the first quarter of 2019. There were no recent accounting standards that were adopted by the Company during the reporting period that had a significant effect on our Consolidated Financial Statements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 19 — SUBSEQUENT EVENTS On January 18, 2019, we received our final environmental impact statement (“EIS”) from FERC for the Driftwood terminal and pipeline. The final EIS was prepared in compliance with the requirements of the National Environmental Policy Act (“NEPA”), the Council on Environmental Quality regulations for implementing NEPA, and FERC regulations. |
Supplemental Disclosures About
Supplemental Disclosures About Natural Gas Producing Activities | 12 Months Ended |
Dec. 31, 2018 | |
Extractive Industries [Abstract] | |
Supplemental Disclosures About Natural Gas Producing Activities | SUPPLEMENTAL DISCLOSURES ABOUT NATURAL GAS PRODUCING ACTIVITIES In accordance with FASB and SEC disclosure requirements for natural gas producing activities, this section provides supplemental information on Tellurian’s natural gas producing activities in six separate tables. Tables I through III provide historical cost information pertaining to costs incurred in exploration, property acquisitions and development; capitalized costs; and results of operations. Tables IV through VI present information on the Company’s estimated net proved reserve quantities, standardized measure of estimated discounted future net cash flows related to proved reserves and changes in estimated discounted future net cash flows. The Company had no activities related to natural gas producing activities during the year ended December 31, 2016. Table I — Capitalized Costs Related to Natural Gas Producing Activities Capitalized costs related to Tellurian’s natural gas and condensate producing activities are summarized as follows (in thousands): December 31, 2018 December 31, 2017 Proved properties $ 101,459 $ 90,869 Unproved properties 10,204 13,000 Gross capitalized costs 111,663 103,869 Accumulated DD&A (1,335 ) (149 ) Net capitalized costs $ 110,328 $ 103,720 Table II — Costs Incurred in Exploration, Property Acquisitions and Development Costs incurred in natural gas property acquisition, exploration and development activities are summarized as follows (in thousands): December 31, 2018 December 31, 2017 Property acquisitions: Proved $ 13,261 $ 90,869 Unproved 204 13,000 Exploration costs — — Development 2,104 949 Costs incurred $ 15,569 $ 104,818 Table III — Results of Operations for Natural Gas & Condensate Producing Activities The following table includes revenues and expenses directly associated with our natural gas and condensate producing activities. It does not include any interest costs or indirect general and administrative costs and, therefore, is not necessarily indicative of the contribution to consolidated net operating results of our natural gas operations. Tellurian's results of operations from natural gas and condensate producing activities for the periods presented are as follows (in thousands): December 31, 2018 December 31, 2017 Natural gas sales $ 4,423 $ 503 Operating costs 11,251 1,668 Depreciation, depletion and amortization 1,228 115 Impairment charge 2,699 — Total operating costs and expenses 15,178 1,783 Results of operations $ (10,755 ) $ (1,280 ) Table IV — Natural Gas & Condensate Reserve Quantity Information Our estimated proved reserves are located in Louisiana. We caution that there are many uncertainties inherent in estimating proved reserve quantities and in projecting future production rates and the timing of development expenditures. Accordingly, these estimates are expected to change as further information becomes available. Material revisions of reserve estimates may occur in the future, development and production of the natural gas and condensate reserves may not occur in the periods assumed, and actual prices realized and actual costs incurred may vary significantly from those used in these estimates. The estimates of our proved reserves as of December 31, 2018 and 2017 have been prepared by Netherland, Sewell & Associates, Inc., independent petroleum consultants. The condensate volumes shown include crude oil and condensate. Gas Condensate Gas Equivalent Proved reserves: December 31, 2016 — — — Extensions, discoveries and other additions — — — Revisions of previous estimates — — — Production (190 ) — (191 ) Sale of reserves-in-place — — — Purchases of reserves-in-place 327,308 10 327,371 December 31, 2017 327,118 10 327,180 Extensions, discoveries and other additions 22,481 — 22,481 Revisions of previous estimates (84,061 ) (2 ) (84,072 ) Production (1,399 ) (1 ) (1,405 ) Sale of reserves-in-place — — — Purchases of reserves-in-place 715 — 715 December 31, 2018 264,854 7 264,899 Proved developed reserves: December 31, 2016 — — — December 31, 2017 5,720 10 5,782 December 31, 2018 17,522 7 17,567 Proved undeveloped reserves: December 31, 2016 — — — December 31, 2017 321,398 — 321,398 December 31, 2018 247,332 — 247,332 2016 to 2017 Changes • Acquired 327 Bcfe of reserves in a series of transactions. 2017 to 2018 Changes • Added approximately 22 Bcfe of proved reserves, comprised primarily of 19 Bcfe from additional proved undeveloped locations as a result of a more detailed analysis from an updated development plan and 3 Bcfe from drilling activities. • Had negative revisions of approximately 85 Bcfe, comprised primarily of 59 Bcfe as a result of newly acquired 3D seismic data indicating additional geological faulting risks, which led to a reduction in proved undeveloped locations and some lateral lengths, 14 Bcfe, net, from changes in estimating lateral lengths of proved undeveloped locations as a result of more detailed analysis from an updated development plan, and 12 Bcfe due to loss of leases. • Recorded positive revisions of approximately 1 Bcfe due to an increase in commodity prices. • Acquired approximately 1 Bcfe of proved reserves through minor interest acquisitions. Table V — Standardized Measure of Discounted Future Net Cash Flows Related to Proved Natural Gas & Condensate Reserves ASC 932 prescribes guidelines for computing a standardized measure of future net cash flows and changes therein relating to estimated proved reserves. Tellurian has followed these guidelines, which are briefly discussed below. Future cash inflows and future production and development costs as of December 31, 2018 and 2017 were determined by applying the average of the first-day-of-the-month prices for the 12 months of the year and year-end costs to the estimated quantities of natural gas and condensate to be produced. Actual future prices and costs may be materially higher or lower than the prices and costs used. For each year, estimates are made of quantities of proved reserves and the future periods during which they are expected to be produced based on continuation of the economic conditions applied for that year. Estimated future income taxes are computed using current statutory income tax rates, including consideration of the current tax basis of the properties and related carryforwards, giving effect to permanent differences and tax credits. The resulting future net cash flows are reduced to present value amounts by applying a 10% annual discount factor. The assumptions used to compute the standardized measure are those prescribed by the FASB and do not necessarily reflect our expectations of actual revenue to be derived from those reserves or their present worth. The limitations inherent in the reserve quantity estimation process, as discussed previously, are equally applicable to the standardized measure computations since these estimates reflect the valuation process. The following summary sets forth our future net cash flows relating to proved natural gas and condensate reserves based on the standardized measure (in thousands): December 31, 2018 December 31, 2017 Future cash inflows $ 676,454 $ 777,711 Future production costs (105,341 ) (144,991 ) Future development costs (264,239 ) (331,297 ) Future income tax provisions (54,564 ) (52,212 ) Future net cash flows 252,310 249,211 Less effect of a 10% discount factor (106,499 ) (161,009 ) Standardized measure of discounted future net cash flows $ 145,811 $ 88,202 Table VI — Changes in Standardized Measure of Discounted Future Net Cash Flows Related to Proved Natural Gas & Condensate Reserves The following table sets forth the changes in the standardized measure of discounted future net cash flows (in thousands): December 31, 2016 $ — Sales and transfers of gas and condensate produced, net of production costs (265 ) Net changes in prices and production costs — Extensions, discoveries, additions and improved recovery, net of related costs — Development costs incurred — Revisions of estimated development costs — Revisions of previous quantity estimates — Accretion of discount — Net change in income taxes (22,921 ) Purchases of reserves in place 111,388 Sales of reserves in place — Changes in timing and other — December 31, 2017 $ 88,202 Sales and transfers of gas and condensate produced, net of production costs (1,773 ) Net changes in prices and production costs 27,530 Extensions, discoveries, additions and improved recovery, net of related costs 13,334 Development costs incurred 545 Revisions of estimated development costs 9,663 Revisions of previous quantity estimates 12,991 Accretion of discount 11,112 Net change in income taxes (9,472 ) Purchases of reserves in place 844 Sales of reserves in place — Changes in timing and other (7,165 ) December 31, 2018 $ 145,811 |
SCHEDULE I CONDENSED FINANCIAL
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT | 12 Months Ended |
Dec. 31, 2018 | |
Condensed Financial Information Disclosure [Abstract] | |
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT | SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT TELLURIAN INC. PARENT COMPANY BALANCE SHEETS (in thousands, except share and per share) December 31, 2018 2017 ASSETS Cash and cash equivalents $ — $ — Prepaids and other 72 25 Investments in subsidiaries 289,802 212,846 Property, plant and equipment, net 10,000 13,000 Total assets $ 299,874 $ 225,871 LIABILITIES AND EQUITY Liabilities: Accounts payable $ 114 $ 148 Accrued liabilities 1,826 1,836 Total liabilities 1,940 1,984 Equity: Preferred stock, $0.01 par value, 100,000,000 authorized: 6,123,782 and zero shares outstanding, respectively 61 — Common stock, $0.01 par value, 400,000,000 authorized: 240,655,607 and 222,749,220 shares outstanding, respectively 2,195 2,043 Additional paid-in capital 749,537 549,958 Accumulated deficit (453,859 ) (328,114 ) Total stockholders’ equity 297,934 223,887 Total liabilities and stockholders’ equity $ 299,874 $ 225,871 SCHEDULE I (Continued) CONDENSED FINANCIAL INFORMATION OF REGISTRANT TELLURIAN INC. PARENT COMPANY STATEMENTS OF OPERATIONS (in thousands) Year Ended December 31, 2018 2017 2016 Total revenues $ — $ — $ — Operating costs and expenses: Cost of sales 93 15 — Development expenses 2,487 320 21 General and administrative expenses 4,618 594 25,084 Goodwill impairment — 77,592 — Total operating costs and expenses 7,198 78,521 25,105 Loss on preferred stock exchange feature — — 3,308 Interest expense 2 — — Loss from operations before income taxes and equity in losses of subsidiaries (7,200 ) (78,521 ) (28,413 ) Income tax benefit (provision) — (4 ) 170 Net loss from operations before equity in losses of subsidiaries $ (7,200 ) $ (78,525 ) $ (28,243 ) Equity in losses of subsidiaries, net of tax $ (118,545 ) $ (152,934 ) $ (68,412 ) Net loss $ (125,745 ) $ (231,459 ) $ (96,655 ) SCHEDULE I (Continued) CONDENSED FINANCIAL INFORMATION OF REGISTRANT TELLURIAN INC. PARENT COMPANY STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2018 2017 2016 Net cash used in operating activities (123,976 ) (312,553 ) (60,532 ) Cash flows from investing activities: Cash received in acquisition — 56 210 Cash used for acquisition — — (1,190 ) Net cash received (used) in investing activities — 56 (980 ) Cash flows from financing activities: Proceeds from the issuance of common stock 133,800 318,204 59,015 Tax payments for net share settlement of equity awards (5,734 ) — — Proceeds from the issuance of preferred stock — — 25,000 Equity offering costs (4,090 ) (5,707 ) (1,681 ) Net cash provided by financing activities 123,976 312,497 82,334 Net increase (decrease) in cash and cash equivalents — — 20,822 Cash and cash equivalents, beginning of period — — — Cash and cash equivalents, end of period $ — $ — $ 20,822 NOTE 1 — BASIS OF PRESENTATION Tellurian Inc. is a Delaware corporation based in Houston, Texas (“Tellurian”), which wholly owns Tellurain Investments Inc. (“Tellurian Investments”), which in turn wholly owns Tellurian Production Holdings LLC (“Production Holdings”), Tellurian Investment’s primary operating company. On February 10, 2017 (the “Merger Date”), Tellurian Investments Inc. (“Tellurian Investments”) completed a merger (the “Merger”) with a subsidiary of Magellan Petroleum Corporation (“Magellan”). 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 consolidated comparative information as of and for all periods in 2016 in this Schedule I relates to Tellurian Investments. Subsequent to the Merger Date, the information relates to the consolidated entities of Tellurian Inc., with Magellan reflected as the accounting acquiree. 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 amounts in the Condensed Financial Information 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. Predecessor financial statements have been included in Tellurian’s Consolidated Financial Statements in this report. These condensed parent company financial statements reflect the activity of Tellurian as the parent company to Production Holdings and have been prepared in accordance with Rule 12-04, Schedule 1 of Regulation S-X, as the restricted net assets of Production Holdings exceed 25% of the consolidated net assets of Tellurian. This information should be read in conjunction with the consolidated financial statements of Tellurian included in this report under the caption Item 8, “Financial Statements and Supplementary Data.” NOTE 2 — PROPERTY, PLANT AND EQUIPMENT The amounts included in Tellurian’s parent-only financial statements related to property, plant and equipment represent unproved properties in the United Kingdom and Australia, as disclosed in Note 5, Property, Plant and Equipment , to Tellurian’s Consolidated Financial Statements included in this report under the caption Item 8, “Financial Statements and Supplementary Data.” NOTE 3 — GOODWILL IMPAIRMENT For details regarding the goodwill impairment included in Tellurian’s parent-only financial statements, refer to Note 2, Merger and Acquisition — The Merger, to Tellurian’s Consolidated Financial Statements included in this report under the caption Item 8, “Financial Statements and Supplementary Data.” NOTE 4 — CONTINGENCIES For details regarding the contingencies related to Tellurian Investments litigation, refer to Note 8, Commitments and Contingencies , to Tellurian’s Consolidated Financial Statements included in this report under the caption Item 8, “Financial Statements and Supplementary Data.” |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Our Consolidated Financial Statements were prepared in accordance with GAAP. The Consolidated Financial Statements include the accounts of Tellurian Inc. and its wholly and majority owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Segments | Segments Management allocates resources and assesses financial performance on a consolidated basis. As such, for the purposes of financial reporting under GAAP during the years ended December 31, 2018, 2017 and 2016, the Company operated as a single operating segment. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. Management evaluates its estimates and related assumptions on a regular basis. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. |
Fair Value | Fair Value The Company uses three levels of the fair value hierarchy of inputs to measure the fair value of an asset or a liability. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are inputs other than quoted prices included within Level 1 that are directly or indirectly observable for the asset or liability. Level 3 inputs are inputs that are not observable in the market. |
Goodwill | Goodwill Goodwill resulting from a business combination is not subject to amortization. The Company tests such goodwill at the reporting unit level for impairment on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. |
Revenue Recognition | Revenue Recognition 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 have applied the standard to all contracts as of the date of the application of the standard. 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 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. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements are recorded in Non-current restricted cash on our Consolidated Balance Sheets. |
Concentration of Cash | Concentration of Cash We maintain cash balances and restricted cash at financial institutions, which may at times be in excess of federally insured levels. We have not incurred losses related to these balances to date. |
Derivative Instruments | Derivative Instruments We use derivative instruments to hedge our exposure to cash flow variability from commodity price risk. Derivative instruments are recorded at fair value and included in our Consolidated Balance Sheets as assets or liabilities, depending on the derivative position and the expected timing of settlement, unless they satisfy the criteria for and we elect the normal purchases and sales exception. Changes in the fair value of our derivative instruments are recorded in earnings, and, at present, we have elected not to apply hedge accounting. |
Property, Plant and Equipment Cost Basis | Property, Plant and Equipment Natural gas development and production activities are accounted for using the successful efforts method of accounting. Costs incurred to acquire a property (whether unproved or proved) are capitalized when incurred. Lease rentals are expensed as incurred. Natural gas exploratory costs are expensed as incurred and costs to develop proved reserves are capitalized. All costs related to production, general corporate overhead, and similar activities are expensed as incurred. We deplete our natural gas reserves using the units-of-production method. Fixed assets are recorded at cost. We depreciate our property, plant and equipment, excluding land, using the straight-line depreciation method over the estimated useful life of the asset. Upon retirement or other disposition of property, plant and equipment, the cost and related accumulated depreciation are removed, and the resulting gains or losses are recorded in our Consolidated Statements of Operations. Management tests property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of property, plant and equipment might not be recoverable. |
Accounting for LNG Development Activities | Accounting for LNG Development Activities As we have been in the preliminary stage of developing the Driftwood terminal, substantially all of the costs to date related to such activities have been expensed. These costs primarily include professional fees associated with FEED studies and applying to FERC for authorization to construct our terminals and other required permitting for the Driftwood Project. Costs incurred in connection with a project to develop the Driftwood terminal shall generally be treated as development expenses until the project has reached the notice-to-proceed state (“NTP State”) and the following criteria (the “NTP Criteria”) have been achieved: (i) regulatory approval has been received, (ii) financing for the project is available and (iii) management has committed to commence construction. In addition to the above, certain costs incurred prior to achieving the NTP State will be capitalized though the NTP Criteria have not been met. Costs to be capitalized prior to achieving the NTP State include land purchase costs, land improvement costs, costs associated with preparing the facility for use and any fixed structure construction costs (fence, storage areas, drainage, etc.). Furthermore, activities directly associated with detailed engineering and/or facility designs shall be capitalized. |
Share-Based Compensation | Share-Based Compensation Share-based compensation transactions are measured based on grant-date estimated fair value. For awards containing only service conditions or performance conditions deemed probable of occurring, the fair value is recognized as expense over the requisite service period using the straight-line method. We recognize compensation cost for awards with performance conditions if and when we conclude that it is probable that the performance condition will be achieved. For awards where the performance or market condition is not considered probable, compensation cost is not recognized until the performance or market condition becomes probable. We reassess the probability of vesting at each reporting period for awards with performance conditions and adjust compensation cost based on our probability assessment. We recognize forfeitures as they occur. |
Debt | Debt Discounts and expenses incurred with the issuance of debt are amortized over the term of the debt. These amounts are presented as a reduction of Senior secured term loan on the accompanying Consolidated Balance Sheets. |
Income Taxes | Income Taxes We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the financial statement and tax basis of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to be realized or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider current and historical financial results, expectations for future taxable income and the availability of tax planning strategies that can be implemented, if necessary, to realize deferred tax assets. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. |
Net Loss Per Share (EPS) | Net Loss Per Share (EPS) Basic net loss per share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share reflects potential dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued and were dilutive. |
Merger and Acquisition (Tables)
Merger and Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 purchase price allocation to assets acquired and liabilities assumed in the Merger 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 year ended December 31, 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): Year Ended December 31, 2017 2016 Pro forma net loss $ (235,201 ) $ (100,734 ) Pro forma net loss per basic share $ (1.24 ) $ (0.98 ) Pro forma basic and diluted weighted average common shares outstanding 189,246 102,281 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 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 and oil and natural gas properties, as shown below (in thousands): December 31, 2018 2017 Land $ 13,276 $ 9,491 Proved properties 101,459 90,869 Unproved properties 10,204 13,000 Wells in progress 4,660 345 Corporate and other 2,905 2,693 Total fixed assets, at cost 132,504 116,398 Accumulated depreciation and depletion (1,924 ) (542 ) Total property, plant and equipment, net $ 130,580 $ 115,856 |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Non-Current Assets | Other non-current assets consist of the following (in thousands): December 31, 2018 December 31, 2017 Land lease and purchase options $ 4,115 $ 2,948 Permitting costs 12,585 4,708 Other 1,959 1,620 Total other non-current assets $ 18,659 $ 9,276 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Components of Accrued Liabilities | The components of accrued liabilities consist of the following (in thousands): December 31, 2018 2017 Project development activities $ 8,879 $ 5,142 Payroll and compensation 23,286 25,833 Accrued taxes 2,507 2,764 Professional services (e.g., legal, audit) 2,423 2,806 Accrued rent and other 4,078 2,556 Total accrued liabilities $ 41,173 $ 39,101 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Contractual Obligations | At December 31, 2018 , contractual obligations for long-term operating leases and purchase obligations are as follows (in thousands): 2019 2020 2021 2022 2023 Thereafter Total Office leases $ 3,126 $ 3,510 $ 3,440 $ 3,718 $ 3,993 $ 8,061 $ 25,848 Land lease and purchase options 1,588 634 23 23 23 436 2,727 Other 499 499 2 — — — 1,000 $ 5,213 $ 4,643 $ 3,465 $ 3,741 $ 4,016 $ 8,497 $ 29,575 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Restricted Stock Transactions | The following table provides a summary of our Restricted Stock transactions for the year ended December 31, 2018 (shares and units in thousands): Shares Weighted-Average Grant Unvested at January 1, 2018 20,488 $ 6.95 Granted (1) 4,311 11.02 Vested (213 ) 11.60 Forfeited (202 ) 11.73 Unvested at December 31, 2018 24,384 $ 7.59 |
Summary of Stock Option Transactions | The following table provides a summary of our stock option transactions for the year ended December 31, 2018 (stock options in thousands): Stock Options Weighted Average Exercise Price Outstanding at January 1, 2018 2,011 $ 10.32 Granted — — Exercised — — Forfeited or Expired (23 ) 10.32 Outstanding at December 31, 2018 1,988 $ 10.32 Exercisable at December 31, 2018 665 $ 10.32 |
Schedule of Stock Option Valuation Assumptions | Valuation assumptions used to value stock options for the year ended December 31, 2017 (there were no stock options granted in 2018 or 2016), were as follows: December 31, 2017 Expected term (in years) 6.0 Expected volatility 22.13 % Expected dividend yields — % Risk-free rate 2.05 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Benefit (Provision) | Income tax benefit (provision) included in our reported net loss consisted of the following (in thousands): Year Ended December 31, 2018 2017 2016 Current: Federal $ — $ — $ — State — — (4 ) Foreign 190 (185 ) — Total Current 190 (185 ) (4 ) Deferred: Federal — — 170 State — — — Foreign — — — Total Deferred — — 170 Total income tax benefit (provision) $ 190 $ (185 ) $ 166 |
Schedule of Income before Income Tax, Domestic and Foreign | The sources of loss from operations before income taxes were as follows (in thousands): Year Ended December 31, 2018 2017 2016 Domestic $ (115,137 ) $ (223,991 ) $ (95,739 ) Foreign (10,798 ) (7,283 ) (1,082 ) Total loss before income taxes $ (125,935 ) $ (231,274 ) $ (96,821 ) |
Summary of Effective Income Tax Rate Reconciliation | The reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows: Year Ended December 31, 2018 2017 2016 Income tax benefit (provision) at U.S. statutory rate $ 26,446 $ 80,946 $ 33,887 Share-based compensation — — (5,911 ) Impairment — (27,969 ) — Change in U.S. tax rate — (30,562 ) — Change in valuation allowance due to change in U.S. tax rate — 30,562 — U.S. state tax 7,955 — — Change in valuation allowance (32,086 ) (51,030 ) (26,398 ) Other (2,125 ) (2,132 ) (1,412 ) Total income tax benefit (provision) $ 190 $ (185 ) $ 166 |
Schedule of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets and liabilities are as follows (in thousands): December 31, 2018 2017 Deferred tax assets: Capitalized engineering costs $ 6,353 $ 2,812 Capitalized start-up costs 19,290 17,881 Compensation and benefits 3,862 5,465 Net operating loss carryforwards and credits: Federal 37,822 19,423 State 4,979 522 Foreign 2,392 1,694 Other, net 8,328 3,541 Deferred tax assets 83,026 51,338 Less valuation allowance (83,026 ) (50,942 ) Deferred tax assets, net of valuation allowance — 396 Deferred tax liabilities — (396 ) Net deferred tax assets $ — $ — |
Long-term Borrowings (Tables)
Long-term Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Borrowings Maturities | A summary of long-term borrowings maturities is as follows (in thousands): Years Ending December 31, Principal Payments 2019 $ — 2020 — 2021 60,000 Total $ 60,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Loss Per Share, Basic and Diluted | The following table summarizes the computation of basic and diluted loss per share (in thousands, except per-share amounts): Year Ended December 31, 2018 2017 2016 Net loss $ (125,745 ) $ (231,459 ) $ (96,655 ) Basic weighted average common shares outstanding 211,574 188,536 95,795 Loss per share: Basic and diluted $ (0.59 ) $ (1.23 ) $ (1.01 ) |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 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): Successor Predecessor For the period from January 1, 2016 through April 9, 2016 Year Ended December 31, 2018 2017 2016 Accounts receivable $ (958 ) $ (442 ) $ (39 ) $ 1 Accounts receivable due from related parties 62 (60 ) (124 ) (32 ) Prepaids and other current assets (431 ) (1,419 ) (1,936 ) 13 Note receivable due from related party — 251 — — Accounts payable and accrued expenses 23,251 11,338 22,393 281 Accounts payable due to related parties — — (53 ) 253 Other, net (11,404 ) (2,235 ) (1,903 ) — Net changes in working capital $ 10,520 $ 7,433 $ 18,338 $ 516 |
Supplemental Disclosure of Cash Flow Information | The following table provides supplemental disclosure of cash flow information (in thousands): Successor Predecessor For the period from January 1, 2016 through April 9, 2016 Year Ended December 31, 2018 2017 2016 Net cash paid for income taxes $ — $ — $ 4 $ — Property, plant and equipment non-cash accruals 8,630 83 46 75 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 — — — Asset retirement obligation additions and revisions 115 — — — Equity offering cost accrual — 65 128 — The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of such amounts shown in the Consolidated Statements of Cash Flows (in thousands): Successor Predecessor For the period from January 1, 2016 through April 9, 2016 Year Ended December 31, 2018 2017 2016 Cash and cash equivalents $ 133,714 $ 128,273 $ 21,398 $ 210 Non-current restricted cash 49,875 — — — Total cash, cash equivalents and restricted cash in the statement of cash flows $ 183,589 $ 128,273 $ 21,398 $ 210 |
Interim Financial Information_2
Interim Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Interim Financial Information | Amounts presented are in thousands, except, per share amounts (certain amounts may not recalculate exactly due to rounding): First Quarter Second Quarter Third Quarter Fourth Quarter Year Ended December 31, 2018 Total revenue $ 6,801 $ 813 $ 799 $ 1,872 Loss from operations (25,392 ) (36,658 ) (34,384 ) (31,287 ) Net loss (25,184 ) (35,854 ) (33,191 ) (31,516 ) Net loss per common share - basic and diluted (0.12 ) (0.17 ) (0.15 ) (0.14 ) Weighted average shares outstanding - basic and diluted 204,772 206,531 217,380 217,408 Year Ended December 31, 2017 Total revenue $ — $ — $ — $ 5,441 Loss from operations (143,721 ) (32,899 ) (26,095 ) (35,852 ) Net loss (141,349 ) (32,523 ) (22,864 ) (34,723 ) Net loss per common share - basic and diluted (0.92 ) (0.17 ) (0.12 ) (0.18 ) Weighted average shares outstanding - basic and diluted 154,213 186,102 192,405 194,978 |
Recent Accounting Standards (Ta
Recent Accounting Standards (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 December 31, 2018 : Standard Description Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters 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, one of which is an option of applying the requirements of the standard either (1) retrospectively to each prior comparative reporting period presented or (2) retrospectively at the beginning of the period of adoption. January 1, 2019 The Company has adopted the standard on January 1, 2019, and will apply it at the beginning of the period of adoption. Therefore, upon adoption, financial information and disclosures will not be updated for comparative reporting periods under the new standard. Additionally, the Company has elected the transition package of practical expedients upon adoption which, among other things, allows an entity to not reassess the historical lease classification. The Company utilized a combination of a bottom-up and top-down approach to identify and analyze its lease portfolio. The analysis included reviewing all forms of leases, performing a completeness assessment over the lease population, assessing the policy elections offered by the standard and evaluating its business processes and internal controls to meet the ASU's accounting, reporting and disclosure requirements. The Company’s adoption of the standard has an impact on the Consolidated Balance Sheet. The Company’s adoption of the standard does not impact the Consolidated Statements of Operations or the Consolidated Statements of Cash Flows. The most significant effect of the new standard on the Consolidated Balance Sheet relates to the recognition of right-of-use assets and lease liabilities for the Company’s real estate portfolio, which the Company expects to be between $15 million and $25 million. The Company will also be providing new disclosures for its leasing activities under the new standard in the first quarter of 2019. |
Supplemental Disclosures Abou_2
Supplemental Disclosures About Natural Gas Producing Activities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Extractive Industries [Abstract] | |
Capitalized Costs Relating to Oil and Gas Producing Activities Disclosure | Capitalized costs related to Tellurian’s natural gas and condensate producing activities are summarized as follows (in thousands): December 31, 2018 December 31, 2017 Proved properties $ 101,459 $ 90,869 Unproved properties 10,204 13,000 Gross capitalized costs 111,663 103,869 Accumulated DD&A (1,335 ) (149 ) Net capitalized costs $ 110,328 $ 103,720 |
Cost Incurred in Oil and Gas Property Acquisition, Exploration, and Development Activities Disclosure | Costs incurred in natural gas property acquisition, exploration and development activities are summarized as follows (in thousands): December 31, 2018 December 31, 2017 Property acquisitions: Proved $ 13,261 $ 90,869 Unproved 204 13,000 Exploration costs — — Development 2,104 949 Costs incurred $ 15,569 $ 104,818 |
Oil and Gas Net Production, Average Sales Price and Average Production Costs Disclosure | The following table includes revenues and expenses directly associated with our natural gas and condensate producing activities. It does not include any interest costs or indirect general and administrative costs and, therefore, is not necessarily indicative of the contribution to consolidated net operating results of our natural gas operations. Tellurian's results of operations from natural gas and condensate producing activities for the periods presented are as follows (in thousands): December 31, 2018 December 31, 2017 Natural gas sales $ 4,423 $ 503 Operating costs 11,251 1,668 Depreciation, depletion and amortization 1,228 115 Impairment charge 2,699 — Total operating costs and expenses 15,178 1,783 Results of operations $ (10,755 ) $ (1,280 ) |
Schedule of Proved Developed and Undeveloped Oil and Gas Reserve Quantities | The condensate volumes shown include crude oil and condensate. Gas Condensate Gas Equivalent Proved reserves: December 31, 2016 — — — Extensions, discoveries and other additions — — — Revisions of previous estimates — — — Production (190 ) — (191 ) Sale of reserves-in-place — — — Purchases of reserves-in-place 327,308 10 327,371 December 31, 2017 327,118 10 327,180 Extensions, discoveries and other additions 22,481 — 22,481 Revisions of previous estimates (84,061 ) (2 ) (84,072 ) Production (1,399 ) (1 ) (1,405 ) Sale of reserves-in-place — — — Purchases of reserves-in-place 715 — 715 December 31, 2018 264,854 7 264,899 Proved developed reserves: December 31, 2016 — — — December 31, 2017 5,720 10 5,782 December 31, 2018 17,522 7 17,567 Proved undeveloped reserves: December 31, 2016 — — — December 31, 2017 321,398 — 321,398 December 31, 2018 247,332 — 247,332 |
Standardized Measure of Discounted Future Cash Flows Relating to Proved Reserves Disclosure | The following summary sets forth our future net cash flows relating to proved natural gas and condensate reserves based on the standardized measure (in thousands): December 31, 2018 December 31, 2017 Future cash inflows $ 676,454 $ 777,711 Future production costs (105,341 ) (144,991 ) Future development costs (264,239 ) (331,297 ) Future income tax provisions (54,564 ) (52,212 ) Future net cash flows 252,310 249,211 Less effect of a 10% discount factor (106,499 ) (161,009 ) Standardized measure of discounted future net cash flows $ 145,811 $ 88,202 The following table sets forth the changes in the standardized measure of discounted future net cash flows (in thousands): December 31, 2016 $ — Sales and transfers of gas and condensate produced, net of production costs (265 ) Net changes in prices and production costs — Extensions, discoveries, additions and improved recovery, net of related costs — Development costs incurred — Revisions of estimated development costs — Revisions of previous quantity estimates — Accretion of discount — Net change in income taxes (22,921 ) Purchases of reserves in place 111,388 Sales of reserves in place — Changes in timing and other — December 31, 2017 $ 88,202 Sales and transfers of gas and condensate produced, net of production costs (1,773 ) Net changes in prices and production costs 27,530 Extensions, discoveries, additions and improved recovery, net of related costs 13,334 Development costs incurred 545 Revisions of estimated development costs 9,663 Revisions of previous quantity estimates 12,991 Accretion of discount 11,112 Net change in income taxes (9,472 ) Purchases of reserves in place 844 Sales of reserves in place — Changes in timing and other (7,165 ) December 31, 2018 $ 145,811 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018USD ($)Segment | Dec. 31, 2017Segment | Dec. 31, 2016Segment | |
Business Description And Basis Of Presentation [Line Items] | |||
Number of operating segments | Segment | 1 | 1 | 1 |
Recognized amounts due from contracts with customer | $ | $ 0.5 |
Merger and Acquisition - Schedu
Merger and Acquisition - Schedule of Total Consideration Exchanged (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 10, 2017 | Feb. 09, 2017 |
Business Combinations [Abstract] | ||
Number of shares of Magellan common stock outstanding | 5,985,042 | |
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 |
Merger And Acquisition - Sche_2
Merger And Acquisition - Schedule of Preliminary Purchase Price Allocation to Assets Acquired and Liabilities Assumed in Transaction (Detail) $ in Thousands | Feb. 10, 2017USD ($) |
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 |
Merger and Acquisition - Additi
Merger and Acquisition - Additional Information (Detail) - USD ($) | Feb. 10, 2017 | Apr. 09, 2016 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||||||||||||
Goodwill | $ 77,592,000 | |||||||||||||
Goodwill deductible for income tax purposes | 0 | |||||||||||||
Goodwill impairment | $ 0 | $ 77,592,000 | $ 0 | |||||||||||
Equity consideration valued | $ 87,869,000 | |||||||||||||
Net loss | $ (31,516,000) | $ (33,191,000) | $ (35,854,000) | $ (25,184,000) | $ (34,723,000) | $ (22,864,000) | $ (32,523,000) | $ (141,349,000) | $ (125,745,000) | $ (231,459,000) | $ (96,655,000) | |||
Parallax Services | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Equity consideration valued | $ 1,000,000 | |||||||||||||
Net loss | $ 800,000 |
Merger and Acquisition - Sche_3
Merger and Acquisition - Schedule of Unaudited Pro Forma Results (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Combinations [Abstract] | ||
Pro forma net loss | $ (235,201) | $ (100,734) |
Pro forma net loss per basic share | $ (1.24) | $ (0.98) |
Pro forma basic and diluted weighted average common shares outstanding | 189,246 | 102,281 |
Deferred Engineering Costs - Ad
Deferred Engineering Costs - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Costs [Abstract] | ||
Deferred engineering costs | $ 69 | $ 18 |
Transaction with Related Part_2
Transaction with Related Parties - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 31, 2017 | |
Houston | ||||
Related Party Transaction [Line Items] | ||||
Discharge from related party debt | $ 0.3 | |||
Note receivable due from related party | $ 0.3 | |||
Law Firm | ||||
Related Party Transaction [Line Items] | ||||
Legal fees | $ 0.1 | $ 0.7 |
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 | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 132,504 | $ 116,398 |
Proved properties | 101,459 | 90,869 |
Unproved properties | 10,204 | 13,000 |
Accumulated depreciation and depletion | (1,924) | (542) |
Total property, plant and equipment, net | 130,580 | 115,856 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 13,276 | 9,491 |
Wells in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 4,660 | 345 |
Corporate and other | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 2,905 | $ 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 | 12 Months Ended | |||
Sep. 30, 2018USD ($) | May 31, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2018license | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Property, Plant and Equipment [Line Items] | |||||||
Depreciation and depletion expense | $ 1.5 | $ 0.5 | $ 0.1 | ||||
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 |
Other Non-Current Assets (Detai
Other Non-Current Assets (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018USD ($)option | Dec. 31, 2017USD ($) | |
Operating Leased Assets [Line Items] | ||
Land lease and purchase options | $ 4,115 | $ 2,948 |
Permitting costs | 12,585 | 4,708 |
Other | 1,959 | 1,620 |
Total other non-current assets | $ 18,659 | $ 9,276 |
Term of lease (in years) | 4 years | |
Extension term (in years) | 20 years | |
Number of renewal terms | option | 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 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Components of Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Project development activities | $ 8,879 | $ 5,142 |
Payroll and compensation | 23,286 | 25,833 |
Accrued taxes | 2,507 | 2,764 |
Professional services (e.g., legal, audit) | 2,423 | 2,806 |
Accrued rent and other | 4,078 | 2,556 |
Total accrued liabilities | $ 41,173 | $ 39,101 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense | $ 3.2 | $ 2.3 | $ 0.5 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Contractual Obligations (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Office leases | |
Office leases, 2019 | $ 3,126 |
Office leases, 2020 | 3,510 |
Office leases, 2021 | 3,440 |
Office leases, 2022 | 3,718 |
Office leases, 2023 | 3,993 |
Office leases, Thereafter | 8,061 |
Office leases, Total | 25,848 |
Land lease and purchase options | |
Land lease and purchase options, 2019 | 1,588 |
Land lease and purchase options, 2020 | 634 |
Land lease and purchase options, 2021 | 23 |
Land lease and purchase options, 2022 | 23 |
Land lease and purchase options, 2023 | 23 |
Land lease and purchase options, Thereafter | 436 |
Land lease and purchase options, Total | 2,727 |
Other | |
Other, 2019 | 499 |
Other, 2020 | 499 |
Other, 2021 | 2 |
Other, 2022 | 0 |
Other, 2023 | 0 |
Other, Thereafter | 0 |
Other, Total | 1,000 |
Total | |
2,019 | 5,213 |
2,020 | 4,643 |
2,021 | 3,465 |
2,022 | 3,741 |
2,023 | 4,016 |
Thereafter | 8,497 |
Total | $ 29,575 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in dollars per share) | $ 11.02 | $ 9.59 | $ 3.52 | |
Share-based compensation | $ 5,126,000 | $ 23,019,000 | $ 24,495,000 | |
Settlement of bonuses accrued | $ 2,000,000 | |||
Unrecognized compensation expense | $ 197,000,000 | |||
Share-based payments, shares | 0 | 2,000,000 | 0 | |
Weighted average grant date fair value (in dollars per share) | $ 2.72 | |||
Exercised (in shares) | 0 | 0 | ||
Granted (in shares) | 4,311,000 | |||
Vested (in shares) | 213,000 | |||
Restricted Stock, Restricted Stock Units (RSUs), and Phantom Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | $ 0 | |||
Total grant date fair value of restricted stock vested | $ 2,500,000 | $ 3,700,000 | $ 400,000 | |
Granted (in shares) | 24,400,000 | |||
Vested (in shares) | 600,000 | |||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period (in years) | 3 years | |||
Omnibus Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of common stock authorized for issuance | 40,000,000 | |||
Granted (in dollars per share) | $ 11.88 | |||
First anniversary of FID | Restricted Stock, Restricted Stock Units (RSUs), and Phantom Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vested (in shares) | 19,800,000 | |||
Second anniversary of FID | Restricted Stock, Restricted Stock Units (RSUs), and Phantom Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vested (in shares) | 4,000,000 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Restricted Stock Transactions (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Shares | |||
Unvested at January 1, 2018 | 20,488 | ||
Granted (in shares) | 4,311 | ||
Vested (in shares) | (213) | ||
Forfeited (in shares) | (202) | ||
Unvested at December 31, 2018 | 24,384 | 20,488 | |
Weighted-Average Grant Date Fair Value | |||
Unvested (in dollars per share) | $ 7.59 | $ 6.95 | |
Granted (in dollars per share) | 11.02 | $ 9.59 | $ 3.52 |
Vested (in dollars per share) | 11.60 | ||
Forfeited (in dollars per share) | $ 11.73 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Stock Option Transactions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding, beginning balance (in shares) | 2,011,000 | 0 | |
Granted (in shares) | 0 | 2,000,000 | 0 |
Exercised (in shares) | 0 | 0 | |
Forfeited or Expired (in shares) | (23,000) | ||
Outstanding, ending balance (in shares) | 1,988,000 | 2,011,000 | 0 |
Exercisable (in shares) | 665,000 | ||
Weighted Average Exercise Price | |||
Outstanding, beginning balance (in dollars per share) | $ 10.32 | ||
Granted (in dollars per share) | 0 | ||
Exercised (in dollars per share) | 0 | ||
Forfeited or Expired (in dollars per share) | 10.32 | ||
Outstanding, ending balance (in dollars per share) | 10.32 | $ 10.32 | |
Exercisable (in dollars per share) | $ 10.32 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Valuation Assumptions of Stock Options (Details) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Option outstanding | 2,011,000 | 1,988,000 | 0 |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 years | ||
Expected volatility | 22.13% | ||
Expected dividend yields | 0.00% | ||
Risk-free rate | 2.05% |
Share-Based Payments - Addition
Share-Based Payments - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 10, 2017 | Mar. 31, 2017 | Feb. 28, 2017 | May 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense for vendors | $ 0 | $ 19,397 | $ 0 | ||||
Common stock shares issued on merger, value | 87,923 | $ 1,000 | |||||
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 | ||||||
Vendors | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense for vendors | $ 0 | $ 19,400 | |||||
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 | $ 5,800 | $ 1,390 | $ 1 | |||
Omnibus 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 | ||||||
Purchase price per share | $ 0.50 | ||||||
Closing share price on the date of issuance per share | $ 11.88 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Unfavorable impact to gross U.S. deferred tax assets | $ 30,600,000 | |
Increase in valuation allowance | $ 32,100,000 | $ 30,600,000 |
Federal | 180,100,000 | |
State | 113,700,000 | |
Foreign | 13,600,000 | |
NOLs with indefinite carryforward period | 88,400,000 | |
Undistributed earnings and profits | $ 0 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Benefit (Provision) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 0 | 0 | (4) |
Foreign | 190 | (185) | 0 |
Total Current | 190 | (185) | (4) |
Deferred: | |||
Federal | 0 | 0 | 170 |
State | 0 | 0 | 0 |
Foreign | 0 | 0 | 0 |
Total Deferred | 0 | 0 | 170 |
Total income tax benefit (provision) | $ 190 | $ (185) | $ 166 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (115,137) | $ (223,991) | $ (95,739) |
Foreign | (10,798) | (7,283) | (1,082) |
Loss before income taxes | $ (125,935) | $ (231,274) | $ (96,821) |
Income Taxes - Summary of Effec
Income Taxes - Summary of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit (provision) at U.S. statutory rate | $ 26,446 | $ 80,946 | $ 33,887 |
Share-based compensation | 0 | 0 | (5,911) |
Impairment | 0 | (27,969) | 0 |
Change in U.S. tax rate | 0 | (30,562) | 0 |
Change in valuation allowance due to change in U.S. tax rate | 0 | 30,562 | 0 |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount | (7,955) | 0 | 0 |
Change in valuation allowance | (32,086) | (51,030) | (26,398) |
Other | (2,125) | (2,132) | (1,412) |
Total income tax benefit (provision) | $ 190 | $ (185) | $ 166 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Capitalized engineering costs | $ 6,353 | $ 2,812 |
Capitalized start-up costs | 19,290 | 17,881 |
Compensation and benefits | 3,862 | 5,465 |
Federal | 37,822 | 19,423 |
State | 4,979 | 522 |
Foreign | 2,392 | 1,694 |
Other, net | 8,328 | 3,541 |
Deferred tax assets | 83,026 | 51,338 |
Less valuation allowance | (83,026) | (50,942) |
Deferred tax assets, net of valuation allowance | 0 | 396 |
Deferred tax liabilities | 0 | (396) |
Net deferred tax assets | $ 0 | $ 0 |
Financial Instruments (Details)
Financial Instruments (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($)Bcf | |
Not Designated as Hedging Instrument | Non-current asset | |
Derivatives, Fair Value [Line Items] | |
Derivative asset | $ 0.6 |
Not Designated as Hedging Instrument | Current asset | |
Derivatives, Fair Value [Line Items] | |
Derivative asset | 0.4 |
Not Designated as Hedging Instrument | Current liabilities | |
Derivatives, Fair Value [Line Items] | |
Derivative liability | 0.6 |
Not Designated as Hedging Instrument | Non-current liability | |
Derivatives, Fair Value [Line Items] | |
Derivative liability | $ 0.3 |
Basis Swap | |
Derivatives, Fair Value [Line Items] | |
Hedged portions of expected sales of equity production | Bcf | 19.3 |
Commodity swaps | |
Derivatives, Fair Value [Line Items] | |
Hedged portions of expected sales of equity production | Bcf | 19.3 |
Commodity swaps | Not Designated as Hedging Instrument | |
Derivatives, Fair Value [Line Items] | |
Loss on derivative | $ 0.1 |
Unrealized gain derivatives | 0.1 |
Level 2 | Commodity swaps | Not Designated as Hedging Instrument | Accrued liabilities | |
Derivatives, Fair Value [Line Items] | |
Derivative liability | 0.2 |
Level 2 | Commodity swaps | Not Designated as Hedging Instrument | Non-current asset | |
Derivatives, Fair Value [Line Items] | |
Derivative asset | $ 0.3 |
Long-term Borrowings - Addition
Long-term Borrowings - Additional Information (Details) - USD ($) | Sep. 28, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 09, 2016 |
Debt Instrument [Line Items] | |||||
Outstanding principal amount | $ 60,000 | ||||
Unamortized discount and deferred financing costs | 3,000,000 | ||||
Non-current restricted cash | 49,875,000 | $ 0 | $ 0 | $ 0 | |
Voluntary principal payment, minimum amount | 5,000,000 | ||||
Voluntary principal payment, integral multiples 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 | ||||
Outstanding principal amount | $ 60,000,000 | ||||
Non-current restricted cash | 49,600,000 | ||||
Interest expense | $ 1,200,000 |
Long-term Borrowings - Summary
Long-term Borrowings - Summary of Long-term Borrowings Maturities (Details) | Dec. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
2,019 | $ 0 |
2,020 | 0 |
2,021 | 60,000 |
Total | $ 60,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2018USD ($)shares | Jan. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Jan. 31, 2017USD ($)shares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Mar. 31, 2018USD ($)shares | Jun. 30, 2017shares | Mar. 31, 2017shares | |
Class of Stock [Line Items] | ||||||||||
Option to purchase additional shares of common stock | 12,000,000 | 10,000,000 | ||||||||
Proceeds from sale of common stock, net of fees and commissions | $ | $ 115,200 | $ 94,800 | ||||||||
Fees and commissions | $ | $ 3,600 | $ 5,200 | $ 4,090 | $ 5,707 | $ 1,681 | |||||
Conversion ratio | 1 | |||||||||
Treasury shares retired | 1,300,000 | |||||||||
Over-allotment Option | ||||||||||
Class of Stock [Line Items] | ||||||||||
Option to purchase additional shares of common stock | 1,500,000 | |||||||||
Proceeds from sale of common stock, net of fees and commissions | $ | $ 14,500 | |||||||||
Fees and commissions | $ | $ 500 | |||||||||
Option to purchase shares (up to) | 1,800,000 | 1,500,000 | ||||||||
At-the-Market Program | ||||||||||
Class of Stock [Line Items] | ||||||||||
Aggregate sales proceeds (up to) | $ | $ 189,700 | |||||||||
Convertible Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Convertible preferred stock, shares issued | 6,100,000 | |||||||||
Discharge of liability outstanding | $ | 27,300 | $ 22,700 | ||||||||
Amount applied to future services | $ | $ 27,300 | |||||||||
TOTAL Delaware Inc | ||||||||||
Class of Stock [Line Items] | ||||||||||
Option to purchase additional shares of common stock | 35,400,000 | |||||||||
Proceeds from sale of common stock, net of fees and commissions | $ | $ 207,000 | |||||||||
Shares exchanged for issue of common stock | 46,000,000 | |||||||||
GE Oil & Gas, Inc. | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares converted | 5,500,000 | |||||||||
GE Oil & Gas, Inc. | Series A Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares converted | 5,500,000 | |||||||||
GE Oil & Gas, Inc. | Series B Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares converted | 5,500,000 | |||||||||
Non-current asset | ||||||||||
Class of Stock [Line Items] | ||||||||||
Deferred engineering costs | $ | $ 50,000 |
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 |
Loss Per Share - Schedule of Ea
Loss Per Share - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |||||||||||
Net loss | $ (31,516) | $ (33,191) | $ (35,854) | $ (25,184) | $ (34,723) | $ (22,864) | $ (32,523) | $ (141,349) | $ (125,745) | $ (231,459) | $ (96,655) |
Basic and diluted (in shares) | 217,408 | 217,380 | 206,531 | 204,772 | 194,978 | 192,405 | 186,102 | 154,213 | 211,574 | 188,536 | 95,795 |
Loss per share: | |||||||||||
Basic and diluted (in dollars per share) | $ (0.14) | $ (0.15) | $ (0.17) | $ (0.12) | $ (0.18) | $ (0.12) | $ (0.17) | $ (0.92) | $ (0.59) | $ (1.23) | $ (1.01) |
Loss Per Share - Additional Inf
Loss Per Share - Additional Information (Detail) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restricted Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share amount | 24.4 | 19.9 | 11.5 |
Stock Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share amount | 2 | 2 | |
Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share amount | 6.1 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Net Change in Components of Operating Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Apr. 09, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounts receivable | $ (958) | $ (442) | $ (39) | |
Accounts receivable due from related parties | 62 | (60) | (124) | |
Prepaids and other current assets | (431) | (1,419) | (1,936) | |
Note receivable due from related party | 0 | 251 | 0 | |
Accounts payable and accrued expenses | 23,251 | 11,338 | 22,393 | |
Accounts payable due to related parties | 0 | 0 | (53) | |
Other, net | (11,404) | (2,235) | (1,903) | |
Net changes in working capital | $ 10,520 | $ 7,433 | $ 18,338 | |
Predecessor | ||||
Accounts receivable | $ 1 | |||
Accounts receivable due from related parties | (32) | |||
Prepaids and other current assets | 13 | |||
Note receivable due from related party | 0 | |||
Accounts payable and accrued expenses | 281 | |||
Accounts payable due to related parties | 253 | |||
Other, net | 0 | |||
Net changes in working capital | $ 516 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Apr. 09, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Supplemental Cash Flow Information [Abstract] | |||||
Cash and cash equivalents | $ 210 | $ 133,714 | $ 128,273 | $ 21,398 | |
Net cash paid for income taxes | 0 | 0 | 0 | 4 | |
Property, plant and equipment non-cash accruals | 75 | 8,630 | 83 | 46 | |
Non-cash settlement of withholding taxes associated with the 2017 bonus accrual and vesting of certain awards | 0 | 5,733 | 828 | 0 | |
Non-cash settlement of the 2017 bonus accrual | 0 | 15,202 | 0 | 0 | |
Asset retirement obligation additions and revisions | 0 | 115 | 0 | 0 | |
Equity offering cost accrual | 0 | 0 | 65 | 128 | |
Non-current restricted cash | 0 | 49,875 | 0 | 0 | |
Total cash, cash equivalents and restricted cash in the statement of cash flows | $ 210 | $ 183,589 | $ 128,273 | $ 21,398 | $ 0 |
Interim Financial Information_3
Interim Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenue | $ 1,872 | $ 799 | $ 813 | $ 6,801 | $ 5,441 | $ 0 | $ 0 | $ 0 | $ 10,286 | $ 5,441 | $ 0 |
Loss from operations | (31,287) | (34,384) | (36,658) | (25,392) | (35,852) | (26,095) | (32,899) | (143,721) | (127,720) | (238,567) | (93,730) |
Net loss | $ (31,516) | $ (33,191) | $ (35,854) | $ (25,184) | $ (34,723) | $ (22,864) | $ (32,523) | $ (141,349) | $ (125,745) | $ (231,459) | $ (96,655) |
Basic and diluted (in dollars per share) | $ (0.14) | $ (0.15) | $ (0.17) | $ (0.12) | $ (0.18) | $ (0.12) | $ (0.17) | $ (0.92) | $ (0.59) | $ (1.23) | $ (1.01) |
Weighted average shares outstanding - basic and diluted (in shares) | 217,408 | 217,380 | 206,531 | 204,772 | 194,978 | 192,405 | 186,102 | 154,213 | 211,574 | 188,536 | 95,795 |
Recent Accounting Standards - D
Recent Accounting Standards - Description of Recent Accounting Standards, Not been Adopted (Detail) - Accounting Standards Update 2016-02 - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Jan. 01, 2019 | |
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, one of which is an option of applying the requirements of the standard either (1) retrospectively to each prior comparative reporting period presented or (2) retrospectively at the beginning of the period of adoption. | |
Date of Adoption | Jan. 1, 2019 | |
Effect on our Consolidated Financial Statements or Other Significant Matters | The Company has adopted the standard on January 1, 2019, and will apply it at the beginning of the period of adoption. Therefore, upon adoption, financial information and disclosures will not be updated for comparative reporting periods under the new standard. Additionally, the Company has elected the transition package of practical expedients upon adoption which, among other things, allows an entity to not reassess the historical lease classification. The Company utilized a combination of a bottom-up and top-down approach to identify and analyze its lease portfolio. The analysis included reviewing all forms of leases, performing a completeness assessment over the lease population, assessing the policy elections offered by the standard and evaluating its business processes and internal controls to meet the ASU's accounting, reporting and disclosure requirements. The Company’s adoption of the standard has an impact on the Consolidated Balance Sheet. The Company’s adoption of the standard does not impact the Consolidated Statements of Operations or the Consolidated Statements of Cash Flows. The most significant effect of the new standard on the Consolidated Balance Sheet relates to the recognition of right-of-use assets and lease liabilities for the Company’s real estate portfolio, which the Company expects to be between $15 million and $25 million. The Company will also be providing new disclosures for its leasing activities under the new standard in the first quarter of 2019. | |
Scenario, Forecast | Subsequent Event | Minimum | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Right-of-use assets | $ 15 | |
Lease liabilities | 15 | |
Scenario, Forecast | Subsequent Event | Maximum | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Right-of-use assets | 25 | |
Lease liabilities | $ 25 |
Supplemental Disclosures Abou_3
Supplemental Disclosures About Natural Gas Producing Activities - Capitalized Costs Related to Natural Gas Producing Activities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Extractive Industries [Abstract] | ||
Proved properties | $ 101,459 | $ 90,869 |
Unproved properties | 10,204 | 13,000 |
Gross capitalized costs | 111,663 | 103,869 |
Accumulated DD&A | (1,335) | (149) |
Net capitalized costs | $ 110,328 | $ 103,720 |
Supplemental Disclosures Abou_4
Supplemental Disclosures About Natural Gas Producing Activities - Costs Incurred in Exploration, Property Acquisitions and Development (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property acquisitions: | ||
Proved | $ 13,261,000 | $ 90,869,000 |
Unproved | 204,000 | 13,000,000 |
Exploration costs | 0 | 0 |
Development | 2,104,000 | 949,000 |
Costs incurred | $ 15,569,000 | $ 104,818,000 |
Supplemental Disclosures Abou_5
Supplemental Disclosures About Natural Gas Producing Activities - Results of Operations for Natural Gas & Condensate Producing Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Extractive Industries [Abstract] | ||
Natural gas sales | $ 4,423 | $ 503 |
Operating costs | 11,251 | 1,668 |
Depreciation, depletion and amortization | 1,228 | 115 |
Impairment charge | 2,699 | 0 |
Total operating costs and expenses | 15,178 | 1,783 |
Results of operations | $ (10,755) | $ (1,280) |
Supplemental Disclosures Abou_6
Supplemental Disclosures About Natural Gas Producing Activities - Natural Gas & Condensate Reserve Quantity Information (Details) MMcf in Thousands, MBbls in Thousands | 12 Months Ended | ||
Dec. 31, 2018BcfMBblsMMcf | Dec. 31, 2017BcfMBblsMMcf | Dec. 31, 2016MBblsMMcf | |
Proved Developed and Undeveloped Reserves [Roll Forward] | |||
Extensions, discoveries and other additions | Bcf | 22 | ||
Purchases of reserves-in-place | Bcf | 327 | ||
Gas | |||
Proved Developed and Undeveloped Reserves [Roll Forward] | |||
Proved reserves, beginning balance | 327,118 | 0 | |
Extensions, discoveries and other additions | 22,481 | 0 | |
Revisions of previous estimates | (84,061) | 0 | |
Production | (1,399) | (190) | |
Sale of reserves-in-place | 0 | 0 | |
Purchases of reserves-in-place | 715 | 327,308 | |
Proved reserves, ending balance | 264,854 | 327,118 | |
Proved developed reserves: | 17,522 | 5,720 | 0 |
Proved undeveloped reserves: | 247,332 | 321,398 | 0 |
Condensate | |||
Proved Developed and Undeveloped Reserves [Roll Forward] | |||
Proved reserves, beginning balance | MBbls | 10 | 0 | |
Extensions, discoveries and other additions | MBbls | 0 | 0 | |
Revisions of previous estimates | MBbls | (2) | 0 | |
Production | MBbls | (1) | 0 | |
Sale of reserves-in-place | MBbls | 0 | 0 | |
Purchases of reserves-in-place | MBbls | 0 | 10 | |
Proved reserves, ending balance | MBbls | 7 | 10 | |
Proved developed reserves: | MBbls | 7 | 10 | 0 |
Proved undeveloped reserves: | MBbls | 0 | 0 | 0 |
Gas Equivalent | |||
Proved Developed and Undeveloped Reserves [Roll Forward] | |||
Proved reserves, beginning balance | 327,180 | 0 | |
Extensions, discoveries and other additions | 22,481 | 0 | |
Revisions of previous estimates | (84,072) | 0 | |
Production | (1,405) | (191) | |
Sale of reserves-in-place | 0 | 0 | |
Purchases of reserves-in-place | 715 | 327,371 | |
Proved reserves, ending balance | 264,899 | 327,180 | |
Proved developed reserves: | 17,567 | 5,782 | 0 |
Proved undeveloped reserves: | 247,332 | 321,398 | 0 |
Supplemental Disclosures Abou_7
Supplemental Disclosures About Natural Gas Producing Activities - Additional Information (Details) - Bcf | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Extractive Industries [Abstract] | ||
Acquired reserves (in Bcfe) | 327 | |
Extensions, discoveries and other additions (in Bcfe) | 22 | |
Additional proved undeveloped locations, detailed analysis (in Bcfe) | 19 | |
Additional proved undeveloped locations, drilling activities (in Bcfe) | 3 | |
Negative revisions (in Bcfe) | 85 | |
Negative revisions, previous estimates (in Bcfe) | 59 | |
Negative revisions, revision of previous estimates (in Bcfe) | 14 | |
Negative revisions, due to loss of leases (in Bcfe) | 12 | |
Positive revisions, increase in commodity prices (in Bcfe) | 1 | |
Acquisition of proved reserves through minor interest acquired (in Bcfe) | 1 |
Supplemental Disclosures Abou_8
Supplemental Disclosures About Natural Gas Producing Activities - Standardized Measure of Discounted Future Net Cash Flows Related to Proved Natural Gas & Condensate Reserves (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Extractive Industries [Abstract] | |||
Future cash inflows | $ 676,454 | $ 777,711 | |
Future production costs | (105,341) | (144,991) | |
Future development costs | (264,239) | (331,297) | |
Future income tax provisions | (54,564) | (52,212) | |
Future net cash flows | 252,310 | 249,211 | |
Less effect of a 10% discount factor | (106,499) | (161,009) | |
Standardized measure of discounted future net cash flows | $ 145,811 | $ 88,202 | $ 0 |
Supplemental Disclosures Abou_9
Supplemental Disclosures About Natural Gas Producing Activities - Changes in Standardized Measure of Discounted Future Net Cash Flows Related to Proved Natural Gas & Condensate Reserves (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Roll Forward] | ||
Beginning balance | $ 88,202 | $ 0 |
Sales and transfers of gas and condensate produced, net of production costs | (1,773) | (265) |
Net changes in prices and production costs | 27,530 | 0 |
Extensions, discoveries, additions and improved recovery, net of related costs | 13,334 | 0 |
Development costs incurred | 545 | 0 |
Revisions of estimated development costs | 9,663 | 0 |
Revisions of previous quantity estimates | 12,991 | 0 |
Accretion of discount | 11,112 | 0 |
Net change in income taxes | (9,472) | (22,921) |
Purchases of reserves in place | 844 | 111,388 |
Sales of reserves in place | 0 | 0 |
Changes in timing and other | (7,165) | |
Ending balance | $ 145,811 | $ 88,202 |
SCHEDULE I CONDENSED FINANCIA_2
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT - PARENT COMPANY BALANCE SHEETS (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 09, 2016 | Dec. 31, 2015 |
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Cash and cash equivalents | $ 133,714 | $ 128,273 | $ 21,398 | $ 210 | |
Prepaids and other | 3,906 | 3,458 | |||
Property, plant and equipment, net | 130,580 | 115,856 | |||
Total assets | 408,548 | 276,823 | |||
Accounts payable | 11,597 | 11,462 | |||
Accrued liabilities | 41,173 | 39,101 | |||
Total long-term liabilities | 57,844 | 638 | |||
Preferred stock, $0.01 par value, 100,000,000 authorized: 6,123,782 and zero shares outstanding, respectively | 61 | 0 | |||
Common stock, $0.01 par value, 400,000,000 authorized: 240,655,607 and 222,749,220 shares outstanding, respectively | 2,195 | 2,043 | |||
Additional paid-in capital | 749,537 | 549,958 | |||
Accumulated deficit | (453,859) | (328,114) | |||
Total stockholders’ equity | 297,934 | 223,887 | 5,599 | $ 0 | |
Total liabilities and stockholders’ equity | 408,548 | 276,823 | |||
Parent [Member] | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Cash and cash equivalents | 0 | 0 | $ 0 | ||
Prepaids and other | 72 | 25 | |||
Investments in subsidiaries | 289,802 | 212,846 | |||
Property, plant and equipment, net | 10,000 | 13,000 | |||
Total assets | 299,874 | 225,871 | |||
Accounts payable | 114 | 148 | |||
Accrued liabilities | 1,826 | 1,836 | |||
Total long-term liabilities | 1,940 | 1,984 | |||
Preferred stock, $0.01 par value, 100,000,000 authorized: 6,123,782 and zero shares outstanding, respectively | 61 | 0 | |||
Common stock, $0.01 par value, 400,000,000 authorized: 240,655,607 and 222,749,220 shares outstanding, respectively | 2,195 | 2,043 | |||
Additional paid-in capital | 749,537 | 549,958 | |||
Accumulated deficit | (453,859) | (328,114) | |||
Total stockholders’ equity | 297,934 | 223,887 | |||
Total liabilities and stockholders’ equity | $ 299,874 | $ 225,871 |
SCHEDULE I CONDENSED FINANCIA_3
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT - PARENT COMPANY BALANCE SHEETS (Parenthetical) (Details) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares outstanding | 6,123,782 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares, outstanding | 240,655,607 | 222,749,220 |
SCHEDULE I CONDENSED FINANCIA_4
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT - PARENT COMPANY STATEMENTS OF OPERATIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Apr. 09, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Condensed Income Statements, Captions [Line Items] | ||||||||||||
Total revenue | $ 1,872 | $ 799 | $ 813 | $ 6,801 | $ 5,441 | $ 0 | $ 0 | $ 0 | $ 10,286 | $ 5,441 | $ 0 | |
Cost of sales | 6,115 | 7,565 | 0 | |||||||||
Development expenses | 44,034 | 59,498 | 47,146 | |||||||||
General and administrative expenses | 81,777 | 98,874 | 46,515 | |||||||||
Goodwill impairment | 0 | 77,592 | 0 | |||||||||
Total operating costs and expenses | 138,006 | 244,008 | 93,730 | |||||||||
Loss on preferred stock exchange feature | 0 | (2,209) | 3,308 | |||||||||
Interest expense | $ 0 | 1,574 | 1,022 | 0 | ||||||||
Income tax benefit (provision) | 190 | (185) | 166 | |||||||||
Parent [Member] | ||||||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||||||
Total revenue | 0 | 0 | 0 | |||||||||
Cost of sales | 93 | 15 | 0 | |||||||||
Development expenses | 2,487 | 320 | 21 | |||||||||
General and administrative expenses | 4,618 | 594 | 25,084 | |||||||||
Goodwill impairment | 0 | 77,592 | 0 | |||||||||
Total operating costs and expenses | 7,198 | 78,521 | 25,105 | |||||||||
Loss on preferred stock exchange feature | 0 | 0 | 3,308 | |||||||||
Interest expense | 2 | 0 | 0 | |||||||||
Loss from operations before income taxes and equity in losses of subsidiaries | (7,200) | (78,521) | (28,413) | |||||||||
Income tax benefit (provision) | 0 | (4) | 170 | |||||||||
Net loss from operations before equity in losses of subsidiaries | (7,200) | (78,525) | (28,243) | |||||||||
Equity in losses of subsidiaries, net of tax | (118,545) | (152,934) | (68,412) | |||||||||
Net loss | $ (125,745) | $ (231,459) | $ (96,655) |
SCHEDULE I CONDENSED FINANCIA_5
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT - PARENT COMPANY STATEMENTS OF CASH FLOWS (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Dec. 31, 2017 | Apr. 09, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||||||
Net cash used in operating activities | $ (103,752) | $ (109,229) | $ (50,430) | |||
Cash flows from investing activities: | ||||||
Cash received in acquisition | 0 | 56 | 210 | |||
Net cash used in investing activities | (21,687) | (95,565) | (10,506) | |||
Cash flows from financing activities: | ||||||
Proceeds from the issuance of common stock | 133,800 | 318,204 | 59,015 | |||
Tax payments for net share settlement of equity awards | (5,734) | (828) | 0 | |||
Proceeds from the issuance of preferred stock | 0 | 0 | 25,000 | |||
Equity offering costs | $ (3,600) | $ (5,200) | (4,090) | (5,707) | (1,681) | |
Net cash provided by financing activities | 180,755 | 311,669 | 82,334 | |||
Cash and cash equivalents, beginning of period | 128,273 | 21,398 | ||||
Cash and cash equivalents, end of period | 128,273 | $ 210 | 133,714 | 128,273 | 21,398 | |
Parent [Member] | ||||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||||
Net cash used in operating activities | (123,976) | (312,553) | ||||
Cash flows from investing activities: | ||||||
Cash received in acquisition | 0 | 56 | ||||
Acquisition and development of natural gas properties | 0 | 0 | ||||
Net cash used in investing activities | 0 | 56 | ||||
Cash flows from financing activities: | ||||||
Proceeds from the issuance of common stock | 133,800 | 318,204 | ||||
Tax payments for net share settlement of equity awards | (5,734) | 0 | ||||
Proceeds from the issuance of preferred stock | 0 | 0 | ||||
Equity offering costs | (4,090) | (5,707) | ||||
Net cash provided by financing activities | 123,976 | 312,497 | ||||
Net increase (decrease) in cash and cash equivalents | 0 | 0 | ||||
Cash and cash equivalents, beginning of period | 0 | 0 | ||||
Cash and cash equivalents, end of period | $ 0 | $ 0 | 0 | 0 | ||
Tellurian Investments, Inc. [Member] | Parent [Member] | ||||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||||
Net cash used in operating activities | (60,532) | |||||
Cash flows from investing activities: | ||||||
Cash received in acquisition | 210 | |||||
Acquisition and development of natural gas properties | (1,190) | |||||
Net cash used in investing activities | (980) | |||||
Cash flows from financing activities: | ||||||
Proceeds from the issuance of common stock | 59,015 | |||||
Tax payments for net share settlement of equity awards | 0 | |||||
Proceeds from the issuance of preferred stock | 25,000 | |||||
Equity offering costs | (1,681) | |||||
Net cash provided by financing activities | 82,334 | |||||
Net increase (decrease) in cash and cash equivalents | 20,822 | |||||
Cash and cash equivalents, beginning of period | $ 0 | $ 20,822 | 0 | |||
Cash and cash equivalents, end of period | $ 20,822 |
SCHEDULE I CONDENSED FINANCIA_6
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT - Basis of Presentation (Details) | Dec. 31, 2018 |
Parent [Member] | Merger Agreement | |
Business Acquisition [Line Items] | |
Exchange of shares, conversion ratio | 1.3 |