Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 28, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-5507 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 06-0842255 | |
Entity Address, Address Line One | 1201 Louisiana Street, | |
Entity Address, Address Line Two | Suite 3100, | |
Entity Address, City or Town | Houston, | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77002 | |
City Area Code | 832 | |
Local Phone Number | 962-4000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 564,817,568 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | TELLURIAN INC. /DE/ | |
Entity Central Index Key | 0000061398 | |
Current Fiscal Year End Date | --12-31 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, par value $0.01 per share | |
Trading Symbol | TELL | |
Security Exchange Name | NYSE | |
Senior Notes due 2028 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 8.25% Senior Notes due 2028 | |
Trading Symbol | TELZ | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 607,498 | $ 305,496 |
Accounts receivable | 62,609 | 9,270 |
Prepaid expenses and other current assets | 31,457 | 12,952 |
Total current assets | 701,564 | 327,718 |
Property, plant and equipment, net | 670,913 | 150,545 |
Deferred engineering costs | 0 | 110,025 |
Other non-current assets | 57,805 | 33,518 |
Total assets | 1,430,282 | 621,806 |
Current liabilities: | ||
Accounts payable | 17,407 | 2,852 |
Accrued and other liabilities | 149,874 | 85,946 |
Borrowings | 163,274 | 0 |
Total current liabilities | 330,555 | 88,798 |
Long-term liabilities: | ||
Borrowings | 381,561 | 53,687 |
Finance lease liabilities | 49,998 | 50,103 |
Other non-current liabilities | 27,570 | 10,917 |
Total long-term liabilities | 459,129 | 114,707 |
Stockholders’ equity: | ||
Preferred stock, $0.01 par value, 100,000,000 authorized: 6,123,782 and 6,123,782 shares outstanding, respectively | 61 | 61 |
Common stock, $0.01 par value, 800,000,000 authorized: 564,856,629 and 500,453,575 shares outstanding, respectively | 5,456 | 4,774 |
Additional paid-in capital | 1,647,015 | 1,344,526 |
Accumulated deficit | (1,011,934) | (931,060) |
Total stockholders’ equity | 640,598 | 418,301 |
Total liabilities and stockholders’ equity | $ 1,430,282 | $ 621,806 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares outstanding (in shares) | 6,123,782 | 6,123,782 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 800,000,000 | 800,000,000 |
Common stock, shares outstanding (in shares) | 564,856,629 | 500,453,575 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Revenues: | |||||
Total revenues | $ 81,103 | $ 15,638 | $ 289,393 | $ 49,698 | |
Operating costs and expenses: | |||||
Operating expenses | 8,428 | 2,729 | 18,536 | 7,655 | |
Development expenses | 12,891 | 8,823 | 48,244 | 26,327 | |
Depreciation, depletion and amortization | 12,860 | 3,735 | 22,735 | 8,720 | |
General and administrative expenses | 41,495 | 14,528 | 97,334 | 47,065 | |
Total operating costs and expenses | 75,674 | 30,154 | 318,512 | 112,953 | |
Income (loss) from operations | 5,429 | (14,516) | (29,119) | (63,255) | |
Interest expense, net | (6,944) | (968) | (13,790) | (7,689) | |
Gain on extinguishment of debt, net | 0 | 0 | 0 | 1,422 | |
Other expense, net | (12,718) | (448) | (37,966) | (3,993) | |
Loss before income taxes | (14,233) | (15,932) | (80,875) | (73,515) | |
Income tax | 0 | 0 | 0 | 0 | |
Net loss | $ (14,233) | $ (15,932) | $ (80,875) | $ (73,515) | |
Net loss per common share: | |||||
Basic (in dollars per share) | [1] | $ (0.03) | $ (0.04) | $ (0.15) | $ (0.19) |
Diluted (in dollars per share) | [1] | $ (0.03) | $ (0.04) | $ (0.15) | $ (0.19) |
Weighted-average shares outstanding: | |||||
Basic (in shares) | 538,549 | 427,204 | 523,189 | 390,233 | |
Diluted (in shares) | 538,549 | 427,204 | 523,189 | 390,233 | |
Natural gas sales | |||||
Revenues: | |||||
Total revenues | $ 81,103 | $ 15,638 | $ 168,442 | $ 29,922 | |
LNG sales | |||||
Revenues: | |||||
Total revenues | 0 | 0 | 120,951 | 19,776 | |
Operating costs and expenses: | |||||
LNG cost of sales | $ 0 | $ 339 | $ 131,663 | $ 23,186 | |
[1](1) The numerator for both basic and diluted loss per share is net loss. The denominator for both basic and diluted loss per share is the weighted-average shares outstanding during the period. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Preferred stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance at Dec. 31, 2020 | $ 109,090 | $ 61 | $ 3,309 | $ 922,042 | $ (816,322) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issuances | 1,066 | 308,039 | |||
Share-based compensation, net | 42 | 6,520 | |||
Warrant exercises | 60 | 8,117 | |||
Warrant cancellation | (218) | ||||
Net loss | (73,515) | (73,515) | |||
Ending balance at Sep. 30, 2021 | 359,201 | 4,477 | 1,244,500 | (889,837) | |
Beginning balance at Jun. 30, 2021 | 247,019 | 61 | 4,048 | 1,116,815 | (873,905) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issuances | 428 | 126,313 | |||
Share-based compensation, net | 1 | 1,372 | |||
Net loss | (15,932) | (15,932) | |||
Ending balance at Sep. 30, 2021 | 359,201 | 4,477 | 1,244,500 | (889,837) | |
Beginning balance at Dec. 31, 2021 | 418,301 | 61 | 4,774 | 1,344,526 | (931,059) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issuances | 677 | 299,063 | |||
Share-based compensation, net | 3 | 2,750 | |||
Share-based payment | 2 | 676 | |||
Net loss | (80,875) | (80,875) | |||
Ending balance at Sep. 30, 2022 | 640,598 | 5,456 | 1,647,015 | (1,011,934) | |
Beginning balance at Jun. 30, 2022 | 653,734 | $ 61 | 5,454 | 1,645,920 | (997,701) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation, net | 1 | 1,033 | |||
Share-based payment | 1 | 62 | |||
Net loss | (14,233) | (14,233) | |||
Ending balance at Sep. 30, 2022 | $ 640,598 | $ 5,456 | $ 1,647,015 | $ (1,011,934) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (80,875) | $ (73,515) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, depletion and amortization | 22,735 | 8,720 |
Amortization of debt issuance costs, discounts and fees | 1,494 | 3,061 |
Share-based compensation | 2,753 | 4,577 |
Share-based payments | 678 | 0 |
Interest elected to be paid-in-kind | 0 | 508 |
Loss on financial instruments not designated as hedges | 13,553 | 927 |
Gain on extinguishment of debt, net | 0 | (1,422) |
Other | 745 | 800 |
Net changes in working capital (Note 15) | (26,802) | 17,174 |
Net cash used in operating activities | (65,719) | (39,170) |
Cash flows from investing activities: | ||
Acquisition and development of natural gas properties | (236,558) | (23,416) |
Driftwood Project construction costs | (117,793) | 0 |
Land purchases and land improvements | (19,412) | (1,000) |
Investments in unconsolidated entities | (11,089) | 0 |
Other | (1,278) | 0 |
Net cash used in investing activities | (386,130) | (24,416) |
Cash flows from financing activities: | ||
Proceeds from common stock issuances | 309,021 | 319,998 |
Equity issuance costs | (9,281) | (10,893) |
Borrowing proceeds | 501,178 | 0 |
Borrowing issuance costs | (11,487) | 0 |
Borrowing principal repayments | 0 | (119,725) |
Tax payments for net share settlement of equity awards (Note 15) | 0 | (3,064) |
Proceeds from warrant exercises | 0 | 8,177 |
Other | (98) | (1,833) |
Net cash provided by financing activities | 789,333 | 192,660 |
Net increase in cash, cash equivalents and restricted cash | 337,484 | 129,074 |
Cash, cash equivalents and restricted cash, beginning of period | 307,274 | 81,738 |
Cash, cash equivalents and restricted cash, end of period | 644,758 | 210,812 |
Supplementary disclosure of cash flow information: | ||
Interest paid | $ 11,152 | $ 3,299 |
GENERAL
GENERAL | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
GENERAL | NOTE 1 — GENERAL The terms “we,” “our,” “us,” “Tellurian” and the “Company” as used in this report refer collectively to Tellurian Inc. and its subsidiaries unless the context suggests otherwise. These terms are used for convenience only and are not intended as a precise description of any separate legal entity associated with Tellurian Inc. Nature of Operations Tellurian is developing and plans to own and operate a portfolio of natural gas, LNG marketing, and infrastructure assets that includes an LNG terminal facility (the “Driftwood terminal”), an associated pipeline (the “Driftwood pipeline”), other related pipelines, and upstream natural gas assets. The Driftwood terminal and the Driftwood pipeline are collectively referred to as the “Driftwood Project.” Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2021. The Condensed Consolidated Financial Statements, in the opinion of management, reflect all adjustments necessary for the fair presentation of the results for the periods presented. All adjustments are of a normal recurring nature unless otherwise disclosed. Certain reclassifications have been made to conform prior period information to the current presentation. The reclassifications did not have a material effect on our consolidated financial position, results of operations or cash flows. To conform with GAAP, we make estimates and assumptions that affect the amounts reported in our Condensed Consolidated Financial Statements and the accompanying notes. Although these estimates and assumptions are based on our best available knowledge at the time, actual results may differ. Liquidity Our Condensed Consolidated Financial Statements have been prepared in accordance with GAAP, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business as well as the Company’s ability to continue as a going concern. As of the date of the Condensed Consolidated Financial Statements, we have generated losses and negative cash flows from operations, and have an accumulated deficit. We have not yet established an ongoing source of revenues that is sufficient to cover our future operating costs and obligations as they become due during the twelve months following the issuance of the Condensed Consolidated Financial Statements. The Company has sufficient cash on hand and available liquidity to satisfy its obligations and fund its working capital needs for at least twelve months following the date of issuance of the Condensed Consolidated Financial Statements. The Company has the ability to generate additional proceeds from various other potential financing transactions. We are currently focused on the financing and construction of the Driftwood terminal and continuing to expand our upstream activities. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 2 — PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist of the following (in thousands): September 30, 2022 December 31, 2021 Prepaid expenses $ 349 $ 605 Deposits 18,640 3,589 Restricted cash 12,375 — Derivative assets, net current — 8,693 Other current assets 93 65 Total prepaid expenses and other current assets $ 31,457 $ 12,952 Deposits Margin deposits posted with a third-party financial institution related to our financial instrument contracts were approximately $17.4 million and $2.1 million as of September 30, 2022 and December 31, 2021, respectively. Restricted Cash Restricted cash as of September 30, 2022 consists of $3.0 million held in escrow under the terms of an agreement to purchase land for the Driftwood Project as well as approximately $9.4 million held in escrow under the terms of the purchase and sale agreement for the acquisition of certain natural gas assets in the Haynesville Shale. See Note 3, Property, Plant and Equipment |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 3 — PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consist of the following (in thousands): September 30, 2022 December 31, 2021 Upstream natural gas assets: Proved properties $ 299,589 $ 96,297 Wells in progress 91,759 17,653 Accumulated DD&A (70,997) (48,638) Total upstream natural gas assets, net 320,351 65,312 Driftwood Project assets: Land and land improvements 49,086 25,222 Driftwood terminal construction in progress 238,830 — Finance lease assets, net of accumulated DD&A 57,002 57,883 Buildings and other assets, net of accumulated DD&A 348 371 Total Driftwood Project, net 345,266 83,476 Fixed assets and other: Leasehold improvements and other assets 6,924 3,104 Accumulated DD&A (1,628) (1,347) Total fixed assets and other, net 5,296 1,757 Total property, plant and equipment, net $ 670,913 $ 150,545 Land We own land in Louisiana intended for the construction of the Driftwood Project. Driftwood Terminal Construction in Progress During the year ended December 31, 2021, the Company initiated certain owner construction activities necessary to proceed under our LSTK EPC agreement with Bechtel Energy Inc., formerly known as Bechtel Oil, Gas and Chemicals, Inc. (“Bechtel”), for Phase 1 of the Driftwood terminal dated as of November 10, 2017 (the “Phase 1 EPC Agreement”). On March 24, 2022, the Company issued a limited notice to proceed to Bechtel under the Phase 1 EPC Agreement and commenced construction of Phase 1 of the Driftwood terminal on April 4, 2022. As the Company commenced construction activities, Deferred engineering costs and Permitting Costs of approximately $110.0 million and $13.4 million, respectively, were transferred to construction in progress as of March 31, 2022. During the nine months ended September 30, 2022, we capitalized approximately $115.4 million of directly identifiable project costs as construction in progress. Asset Acquisition On August 18, 2022, the Company completed the acquisition of certain natural gas assets in the Haynesville Shale basin. The purchase price of $125.0 million was subject to adjustments of approximately $9.9 million, for an adjusted purchase price at closing of approximately $134.9 million. The sellers may receive an additional cash payment of $7.5 million if the average NYMEX Henry Hub Gas Price for the contract delivery months beginning with August 2022 through March 2023 exceeds a specific threshold per MmBtu (the “Contingent Consideration”). See Note 6, Financial Instruments |
DEFERRED ENGINEERING COSTS
DEFERRED ENGINEERING COSTS | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs [Abstract] | |
DEFERRED ENGINEERING COSTS | NOTE 4 — DEFERRED ENGINEERING COSTS Deferred engineering costs related to the planned construction of the Driftwood terminal were transferred to construction in progress upon issuing the limited notice to proceed to Bechtel in March 2022. See Note 3, Property, Plant and Equipment , for further information. |
OTHER NON-CURRENT ASSETS
OTHER NON-CURRENT ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER NON-CURRENT ASSETS | NOTE 5 — OTHER NON-CURRENT ASSETS Other non-current assets consist of the following (in thousands): September 30, 2022 December 31, 2021 Land lease and purchase options $ 795 $ 6,368 Permitting costs — 13,408 Right of use asset — operating leases 13,932 10,166 Restricted cash 24,885 1,778 Investments in unconsolidated entities 11,089 — Driftwood pipeline materials 5,229 — Other 1,875 1,798 Total other non-current assets $ 57,805 $ 33,518 Land Lease and Purchase Options During the first quarter of 2022, we exercised the final land purchase options related to the Driftwood terminal. Land purchase options held by the Company as of September 30, 2022 are related to the Driftwood pipeline and other related pipelines. Permitting Costs Permitting costs primarily represented the purchase of wetland credits in connection with our permit application to the USACE in 2017 and 2018. These wetland credits were transferred to construction in progress upon issuing the limited notice to proceed to Bechtel in March 2022. See Note 3, Property, Plant and Equipment , for further information. These wetland credits will be applied to our permit in accordance with the Clean Water Act and the Rivers and Harbors Act, which require us to mitigate the potential impact to Louisiana wetlands that might be caused by the construction of the Driftwood Project. Restricted Cash Restricted cash as of September 30, 2022 and December 31, 2021, represents the cash collateralization of letters of credit associated with finance leases. Investments in unconsolidated entities On February 24, 2022, the Company purchased 1.5 million ordinary shares of an unaffiliated entity that provides renewable energy services for a total cost of approximately $6.1 million. This investment does not provide the Company with a controlling financial interest in or significant influence over the operating or financial decisions of the unaffiliated entity. The Company’s investment was recorded at cost. The Company issued a $5.0 million promissory note due June 14, 2024 (the “Promissory Note”) to an unaffiliated entity (“Borrower”) engaged in the development of infrastructure projects in the energy industry. The Promissory Note bears interest at a rate of 6.00%, which will be capitalized into the outstanding principal balance annually. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
FINANCIAL INSTRUMENTS | NOTE 6 — FINANCIAL INSTRUMENTS Natural Gas Financial Instruments The primary purpose of our commodity risk management activities is to hedge our exposure to cash flow variability from commodity price risk due to fluctuations in commodity prices. The Company uses natural gas financial futures and option contracts to economically hedge the commodity price risks associated with a portion of our expected natural gas production. The Company’s open positions as of September 30, 2022, had notional volumes of approximately 14.7 Bcf, with maturities extending through October 2023. LNG Financial Instruments During the three months ended December 31, 2021, we entered into LNG financial futures contracts to reduce our exposure to commodity price fluctuations, and to achieve more predictable cash flows relative to two LNG cargos that we were committed to purchase from and sell to unrelated third-party LNG merchants in the normal course of business in January and April 2022. As of September 30, 2022, there were no open LNG financial instrument positions. Contingent Consideration The purchase price of certain natural gas assets acquired in the Haynesville Shale basin includes Contingent Consideration payable to the sellers if natural gas commodity prices exceed a specific threshold, refer to Note 3, Property, Plant and Equipment , for further information. The Contingent Consideration was determined to be an embedded derivative that is recorded at fair value in the Condensed Consolidated Balance Sheets. As of the date of the acquisition, the fair value of the Contingent Consideration was approximately $3.9 million, which was recorded as part of the basis in proved natural gas properties with a corresponding embedded derivative liability. Changes in the fair value of the Contingent Consideration are recognized in the period they occur and included within Other expense, net on the Condensed Consolidated Statements of Operations. The following table summarizes the effect of the Company’s financial instruments which are included within Other expense, net on the Condensed Consolidated Statements of Operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Natural gas financial instruments: Realized loss $ 12,547 $ — $ 23,798 $ 1,202 Unrealized loss 390 — 8,701 — LNG financial futures contracts: Realized gain — — 3,532 — Unrealized loss — — 5,161 — Contingent Consideration Unrealized gain 309 — 309 — The following table presents the classification of the Company’s financial instruments that are required to be measured at fair value on a recurring basis on the Company’s Condensed Consolidated Balance Sheets (in thousands): September 30, 2022 December 31, 2021 Current assets: LNG financial futures contracts $ — $ 8,693 Non-current assets: Natural gas financial instruments 685 — Current liabilities: Natural gas financial instruments 9,386 — Contingent Consideration 3,579 — The Company’s natural gas and LNG financial instruments are valued using quoted prices in active exchange markets as of the balance sheet date and are classified as Level 1 within the fair value hierarchy. |
ACCRUED AND OTHER LIABILITIES
ACCRUED AND OTHER LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED AND OTHER LIABILITIES | NOTE 7 — ACCRUED AND OTHER LIABILITIES Accrued and other liabilities consist of the following (in thousands): September 30, 2022 December 31, 2021 Upstream accrued liabilities $ 90,942 $ 26,421 Payroll and compensation 24,937 50,243 Accrued taxes 396 991 Driftwood Project and related pipelines development activities 5,815 435 Lease liabilities 2,708 2,279 Current natural gas derivative liabilities 9,386 — Accrued interest 5,793 660 Other 9,897 4,917 Total accrued and other liabilities $ 149,874 $ 85,946 |
BORROWINGS
BORROWINGS | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
BORROWINGS | NOTE 8 — BORROWINGS The Company’s borrowings consist of the following (in thousands): September 30, 2022 Principal repayment obligation Unamortized DFC Carrying value Senior Secured Convertible Notes, current $ 166,666 $ (3,392) $ 163,274 Senior Secured Convertible Notes, non-current 333,334 (6,785) 326,549 Senior Notes due 2028 57,678 (2,666) 55,012 Total borrowings $ 557,678 $ (12,843) $ 544,835 December 31, 2021 Principal repayment obligation Unamortized DFC Carrying value Senior Notes due 2028 $ 56,500 $ (2,813) $ 53,687 Total borrowings $ 56,500 $ (2,813) $ 53,687 Senior Secured Convertible Notes due 2025 On June 3, 2022, we issued and sold $500.0 million aggregate principal amount of 6.00% Senior Secured Convertible Notes due May 1, 2025 (the “Convertible Notes” or the “Notes”). Net proceeds from the Convertible Notes were approximately $488.7 million after deducting fees and expenses. The Convertible Notes have quarterly interest payments due on February 1, May 1, August 1, and November 1 of each year and on the maturity date. Debt issuance costs of approximately $11.5 million were capitalized and are being amortized over the full term of the Notes using the effective interest rate method. The holders of the Convertible Notes have the right to convert the Notes into shares of our common stock at an initial conversion rate of 174.703 shares per $1,000 principal amount of Notes (equivalent to a conversion price of approximately $5.724 per share of common stock) (the “Conversion Price”), subject to adjustment in certain circumstances. Holders of the Convertible Notes may force the Company to redeem the Notes for cash upon (i) a fundamental change or (ii) an event of default. The Company will force the holders of the Convertible Notes to convert all of the Notes if the trading price of our common stock closes above 200% of the Conversion Price for 20 consecutive trading days and certain other conditions are satisfied. The Company may provide written notice to each holder of the Notes calling all of such holder’s Notes for a cash purchase price equal to 120% of the principal amount being redeemed, plus accrued and unpaid interest (the “Optional Redemption”), and each holder will have the right to accept or reject such Optional Redemption. On each of May 1, 2023 and May 1, 2024, the holders of the Convertible Notes may redeem up to $166.6 million of the initial principal amount of the Notes at par, plus accrued and unpaid interest (the “Redemption Amount”). The Company classified the potential Redemption Amount in respect of May 1, 2023 as a current borrowing on the Condensed Consolidated Balance Sheet as of September 30, 2022. Our borrowing obligations under the Convertible Notes are collateralized by a first priority lien on the Company’s equity interests in Tellurian Production Holdings, LLC (“Tellurian Production Holdings”), a wholly owned subsidiary of Tellurian Inc. Tellurian Production Holdings owns all of the Company’s upstream natural gas assets described in Note 3, Property, Plant and Equipment . Upon the Company’s compliance with its obligations in respect of an Optional Redemption (regardless of whether holders accept or reject the redemption), the lien on the equity interests in Tellurian Production Holdings will be automatically released. The Notes contain a minimum cash balance requirement of $100.0 million and non-financial covenants. As of September 30, 2022, we remained in compliance with the minimum cash balance requirement and all other covenants under the Notes. As of September 30, 2022, the estimated fair value of the Convertible Notes was approximately $453.3 million. The Level 3 fair value was estimated based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including our stock price and inputs that are not observable in the market. Senior Notes due 2028 On November 10, 2021, we sold in a registered public offering $50.0 million aggregate principal amount of 8.25% Senior Notes due November 30, 2028 (the “Senior Notes”). Net proceeds from the Senior Notes were approximately $47.5 million after deducting fees. The underwriter was granted an option to purchase up to an additional $7.5 million of the Senior Notes within 30 days. On December 7, 2021, the underwriter exercised the option and purchased an additional $6.5 million of the Senior Notes resulting in net proceeds of approximately $6.2 million after deducting fees. The Senior Notes have quarterly interest payments due on January 31, April 30, July 31, and October 31 of each year and on the maturity date. As of September 30, 2022, the Company was in compliance with all covenants under the indenture governing the Senior Notes. The Senior Notes are traded on the NYSE American under the symbol “TELZ,” and are classified as Level 1 within the fair value hierarchy. As of September 30, 2022, the closing market price was $18.28 per Senior Note. At-the-Market Debt Offering Program On December 17, 2021, we entered into an at-the-market debt offering program under which the Company may offer and sell from time to time on the NYSE American up to an aggregate principal amount of $200.0 million of additional Senior Notes. For the nine months ended September 30, 2022, we sold approximately $1.2 million aggregate principal amount of additional Senior Notes for total proceeds of approximately $1.1 million after fees and commissions under our at-the-market debt offering program. The Company has not sold any Senior Notes under the at-the-market debt offering program since January 2022 and is restricted from doing so under an agreement entered into in connection with the issuance of the Convertible Notes. Extinguishment of the 2019 Term Loan On May 23, 2019, Driftwood Holdings LP, a wholly owned subsidiary of the Company, entered into a senior secured term loan agreement (the “2019 Term Loan”) to borrow an aggregate principal amount of $60.0 million. On March 12, 2021, we finalized a voluntary repayment of the remaining outstanding principal balance of the 2019 Term Loan. A total of approximately $43.7 million was repaid to the lender during the first quarter of 2021 to satisfy the outstanding borrowing obligation. The extinguishment of the 2019 Term Loan resulted in an approximately $2.1 million gain, which was recognized within Gain on extinguishment of debt, net, on our Condensed Consolidated Statements of Operations. 2018 Term Loan On September 28, 2018, Tellurian Production Holdings entered into a three-year senior secured term loan credit agreement (the “2018 Term Loan”) in an aggregate principal amount of $60.0 million. On February 18, 2021, we voluntarily repaid approximately $43.0 million of the 2018 Term Loan outstanding principal balance. Then, on April 23, 2021, we voluntarily repaid the remaining outstanding principal balance of $17.0 million. These voluntary repayments resulted in losses of approximately $0.7 million for the nine months ended September 30, 2021, which were recognized within Gain on extinguishment of debt, net, on our Condensed Consolidated Statements of Operations. Trade Finance Credit Line On July 19, 2021, we entered into an uncommitted trade finance credit line for up to $30.0 million that is intended to finance the purchase of LNG cargos for ultimate resale in the normal course of business. On December 7, 2021, the uncommitted trade finance credit line was amended and increased to $150.0 million. As of September 30, 2022, no amounts were drawn under this credit line. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 — COMMITMENTS AND CONTINGENCIES Related Party Contractor Service Fees and Expenses |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 10 — STOCKHOLDERS’ EQUITY At-the-Market Equity Offering Programs We maintain multiple at-the-market equity offering programs pursuant to which we may sell shares of our common stock from time to time on the NYSE American. During the nine months ended September 30, 2022, we issued 67.7 million shares of our common stock under our at-the-market equity offering programs for net proceeds of approximately $299.7 million. As of September 30, 2022, we had remaining availability under such at-the-market programs to raise aggregate gross sales proceeds of up to approximately $323.7 million. The Company has not sold any common stock under the at-the-market equity offering programs since April 2022. Common Stock Purchase Warrants 2019 Term Loan During the first quarter of 2021, the lender of the 2019 Term Loan exercised warrants to purchase approximately 6.0 million shares of our common stock for total proceeds of approximately $8.2 million. As discussed in Note 8, Borrowings , the 2019 Term Loan has been repaid in full and the lender no longer holds any warrants. 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, pursuant to which we sold to Bechtel Holdings approximately 6.1 million shares of our Series C convertible preferred stock (the “Preferred Stock”). The holders of the Preferred Stock do not have dividend rights but do have a liquidation preference over holders of our common stock. The holders of the Preferred Stock may convert all or any portion of their shares into shares of our common stock on a one-for-one basis. At any time after “Substantial Completion” of “Project 1,” each as defined in and pursuant to the Phase 1 EPC Agreement, 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. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | NOTE 11 — SHARE-BASED COMPENSATION We have granted restricted stock and restricted stock units (collectively, “Restricted Stock”), as well as unrestricted stock and stock options, to employees, directors and outside consultants (collectively, the “grantees”) under the Tellurian Inc. 2016 Omnibus Incentive Compensation Plan, as amended (the “2016 Plan”), and the Amended and Restated Tellurian Investments Inc. 2016 Omnibus Incentive Plan (the “Legacy Plan”). The maximum number of shares of Tellurian common stock authorized for issuance under the 2016 Plan is 40 million shares of common stock, and no further awards can be granted under the Legacy Plan. Upon the vesting of restricted stock, shares of common stock will be released to the grantee. Upon the vesting of restricted stock units, the units will be converted into either cash, stock, or a combination thereof. As of September 30, 2022, there was no Restricted Stock that would be required to be settled in cash. As of September 30, 2022, we had approximately 28.0 million shares of primarily performance-based Restricted Stock outstanding, of which approximately 15.9 million shares will vest entirely at FID, as defined in the award agreements, and approximately 11.2 million shares will vest in one-third increments at FID and the first and second anniversaries of FID. The remaining shares of primarily performance-based Restricted Stock, totaling approximately 0.9 million shares, will vest based on other criteria. As of September 30, 2022, no expense had been recognized in connection with performance-based Restricted Stock. For the three and nine months ended September 30, 2022, the recognized share-based compensation expenses related to all share-based awards totaled approximately $1.0 million and $2.8 million, respectively. As of September 30, 2022, unrecognized compensation expenses, based on the grant date fair value, for all share-based awards totaled approximately $184.3 million. Further, approximately 27.7 million shares of primarily performance-based Restricted Stock, as well as |
INCENTIVE COMPENSATION PROGRAM
INCENTIVE COMPENSATION PROGRAM | 9 Months Ended |
Sep. 30, 2022 | |
Compensation Related Costs [Abstract] | |
INCENTIVE COMPENSATION PROGRAM | NOTE 12 — INCENTIVE COMPENSATION PROGRAM On November 18, 2021, the Company’s Board of Directors approved the adoption of the Tellurian Incentive Compensation Program (the “Incentive Compensation Program” or “ICP”). The ICP allows the Company to award short-term and long-term performance and service-based incentive compensation to full-time employees of the Company. ICP awards may be earned with respect to each calendar year and are determined based on guidelines established by the Compensation Committee of the Board of Directors, as administrator of the ICP. Long-term incentive awards Long-term incentive (“LTI”) awards under the ICP were granted in January 2022 in the form of “tracking units,” at the discretion of the Company’s Board of Directors (the “2021 LTI Award”). Each such tracking unit has a value equal to one share of Tellurian common stock and entitles the grantee to receive, upon vesting, a cash payment equal to the closing price of our common stock on the trading day prior to the vesting date. These tracking units will vest in three equal tranches at grant date, and the first and second anniversaries of the grant date. Non-vested tracking unit awards as of September 30, 2022, and awards granted during the period were as follows: Number of Tracking Units (in thousands) Price per Tracking Unit Balance at January 1, 2022 — — Granted 19,332 $ 3.09 Vested (6,444) 3.38 Forfeited (159) 3.46 Unvested balance at September 30, 2022 12,729 $ 2.39 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13 — INCOME TAXES Due to our cumulative loss position, historical net operating losses (“NOLs”), and other available evidence related to our ability to generate taxable income, we have recorded a full valuation allowance against our net deferred tax assets as of September 30, 2022 and December 31, 2021. Accordingly, we have not recorded a provision for federal, state or foreign income taxes during the three and nine months ended September 30, 2022. We experienced ownership changes as defined by Internal Revenue Code (“IRC”) Section 382 in 2017, and an analysis of the annual limitation on the utilization of our NOLs was performed at that time. It was determined that IRC Section 382 will not limit the use of our NOLs over the carryover period. We will continue to monitor trading activity in our shares that may cause an additional ownership change, which may ultimately affect our ability to fully utilize our existing NOL carryforwards. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
LEASES | NOTE 14 — LEASES Our land leases are classified as finance leases and include one or more options to extend the lease term for up to 40 years, as well as to terminate the lease within five years, at our sole discretion. We are reasonably certain that those options will be exercised, and that our termination rights will not be exercised, and we have, therefore, included those assumptions within our right of use assets and corresponding lease liabilities. Our office space leases are classified as operating leases and include one or more options to extend the lease term up to 10 years, at our sole discretion. As we are not reasonably certain that those options will be exercised, none are recognized as part of our right of use assets and lease liabilities. As none of our leases provide an implicit rate, we have determined our own discount rate. The following table shows the classification and location of our right-of-use assets and lease liabilities on our Consolidated Balance Sheets (in thousands): Leases Consolidated Balance Sheets Classification September 30, 2022 December 31, 2021 Right of use asset Operating Other non-current assets $ 13,932 $ 10,166 Finance Property, plant and equipment, net 57,002 57,883 Total leased assets $ 70,934 $ 68,049 Liabilities Current Operating Accrued and other liabilities $ 2,570 $ 2,147 Finance Accrued and other liabilities 138 132 Non-Current Operating Other non-current liabilities 12,771 9,563 Finance Finance lease liabilities 49,998 50,103 Total leased liabilities $ 65,477 $ 61,945 Lease costs recognized in our Consolidated Statements of Operations is summarized as follows (in thousands): Nine months ended Lease costs 2022 2021 Operating lease cost $ 2,247 $ 2,056 Finance lease cost Amortization of lease assets 881 494 Interest on lease liabilities 2,983 1,908 Finance lease cost $ 3,864 $ 2,402 Total lease cost $ 6,111 $ 4,458 Other information about lease amounts recognized in our Consolidated Financial Statements is as follows: September 30, 2022 Lease term and discount rate Weighted average remaining lease term (years) Operating lease 4.8 Finance lease 48.7 Weighted average discount rate Operating lease 6.2 % Finance lease 9.4 % The following table includes other quantitative information for our operating and finance leases (in thousands): Nine Months Ended September 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,545 $ 2,173 Operating cash flows from finance leases $ 2,868 $ 1,007 Financing cash flows from finance leases $ 1 $ 1,862 The table below presents a maturity analysis of our lease liability on an undiscounted basis and reconciles those amounts to the present value of the lease liability as of September 30, 2022 (in thousands): Operating Finance 2022 $ 822 $ 1,229 2023 3,579 4,111 2024 3,843 4,111 2025 3,886 4,111 2026 3,908 4,111 After 2026 1,936 182,222 Total lease payments $ 17,974 $ 199,895 Less: discount 2,633 149,759 Present value of lease liability $ 15,341 $ 50,136 |
LEASES | NOTE 14 — LEASES Our land leases are classified as finance leases and include one or more options to extend the lease term for up to 40 years, as well as to terminate the lease within five years, at our sole discretion. We are reasonably certain that those options will be exercised, and that our termination rights will not be exercised, and we have, therefore, included those assumptions within our right of use assets and corresponding lease liabilities. Our office space leases are classified as operating leases and include one or more options to extend the lease term up to 10 years, at our sole discretion. As we are not reasonably certain that those options will be exercised, none are recognized as part of our right of use assets and lease liabilities. As none of our leases provide an implicit rate, we have determined our own discount rate. The following table shows the classification and location of our right-of-use assets and lease liabilities on our Consolidated Balance Sheets (in thousands): Leases Consolidated Balance Sheets Classification September 30, 2022 December 31, 2021 Right of use asset Operating Other non-current assets $ 13,932 $ 10,166 Finance Property, plant and equipment, net 57,002 57,883 Total leased assets $ 70,934 $ 68,049 Liabilities Current Operating Accrued and other liabilities $ 2,570 $ 2,147 Finance Accrued and other liabilities 138 132 Non-Current Operating Other non-current liabilities 12,771 9,563 Finance Finance lease liabilities 49,998 50,103 Total leased liabilities $ 65,477 $ 61,945 Lease costs recognized in our Consolidated Statements of Operations is summarized as follows (in thousands): Nine months ended Lease costs 2022 2021 Operating lease cost $ 2,247 $ 2,056 Finance lease cost Amortization of lease assets 881 494 Interest on lease liabilities 2,983 1,908 Finance lease cost $ 3,864 $ 2,402 Total lease cost $ 6,111 $ 4,458 Other information about lease amounts recognized in our Consolidated Financial Statements is as follows: September 30, 2022 Lease term and discount rate Weighted average remaining lease term (years) Operating lease 4.8 Finance lease 48.7 Weighted average discount rate Operating lease 6.2 % Finance lease 9.4 % The following table includes other quantitative information for our operating and finance leases (in thousands): Nine Months Ended September 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,545 $ 2,173 Operating cash flows from finance leases $ 2,868 $ 1,007 Financing cash flows from finance leases $ 1 $ 1,862 The table below presents a maturity analysis of our lease liability on an undiscounted basis and reconciles those amounts to the present value of the lease liability as of September 30, 2022 (in thousands): Operating Finance 2022 $ 822 $ 1,229 2023 3,579 4,111 2024 3,843 4,111 2025 3,886 4,111 2026 3,908 4,111 After 2026 1,936 182,222 Total lease payments $ 17,974 $ 199,895 Less: discount 2,633 149,759 Present value of lease liability $ 15,341 $ 50,136 |
ADDITIONAL CASH FLOW INFORMATIO
ADDITIONAL CASH FLOW INFORMATION | 9 Months Ended |
Sep. 30, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
ADDITIONAL CASH FLOW INFORMATION | NOTE 15 — ADDITIONAL CASH FLOW INFORMATION The following table provides information regarding the net changes in working capital (in thousands): Nine Months Ended September 30, 2022 2021 Accounts receivable $ (53,339) $ (8,556) Prepaid expenses and other current assets 1 (11,326) 412 Accounts payable 14,555 4,288 Accounts payable due to related parties — (910) Accrued liabilities 1 22,477 23,030 Other, net 831 (1,090) Net changes in working capital $ (26,802) $ 17,174 1 Excludes changes in the Company’s derivative assets and liabilities. The following table provides supplemental disclosure of cash flow information (in thousands): Nine Months Ended September 30, 2022 2021 Non-cash accruals of property, plant and equipment and other non-current assets $ 47,663 $ 38,509 Non-cash settlement of withholding taxes associated with the 2019 bonus and vesting of certain awards — 3,064 Non-cash settlement of the 2019 bonus — 5,430 The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of such amounts shown in the Condensed Consolidated Statements of Cash Flows (in thousands): Nine Months Ended September 30, 2022 2021 Cash and cash equivalents $ 607,498 210,812 Current restricted cash 12,375 — Non-current restricted cash 24,885 — Total cash, cash equivalents and restricted cash shown in the statements of cash flows $ 644,758 $ 210,812 |
DISCLOSURE ABOUT SEGMENTS AND R
DISCLOSURE ABOUT SEGMENTS AND RELATED INFORMATION | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
DISCLOSURE ABOUT SEGMENTS AND RELATED INFORMATION | NOTE 16 — DISCLOSURE ABOUT SEGMENTS AND RELATED INFORMATION During the quarter ended June 30, 2022, the Company commenced construction of the Driftwood terminal under the Phase 1 EPC Agreement with Bechtel while continuing to increase its natural gas presence in the Haynesville Shale basin in northern Louisiana and expanding its natural gas marketing activities. The Company’s Chief Operating Decision Maker (“CODM”) determined to place additional emphasis and visibility on operating cash flows generated by our upstream and natural gas marketing business activities. Consequently, we identified the Upstream, Midstream and Marketing & Trading components as the Company’s operating segments. These functions have been defined as the operating segments of the Company because (1) they are engaged in business activities from which revenues are recognized and expenses are incurred, (2) their operating results are regularly reviewed by the Company’s CODM to make decisions about resources to be allocated to the segment and to assess its performance, and (3) they are segments for which discrete financial information is available. Factors used to identify these operating segments are based on the nature of the business activities that are undertaken by each component. The Upstream segment is organized and operates to produce and gather natural gas. The Midstream segment is organized to develop, construct and operate LNG terminals and pipelines. The Marketing & Trading segment is organized and operates to purchase and sell natural gas, market the Driftwood terminal’s LNG production capacity and trade LNG. These operating segments represent the Company’s reportable segments. The Company’s CODM does not currently assess segment performance or allocate resources based on a measure of total assets. Accordingly, a total asset measure has not been provided for segment disclosure. The remainder of our business is presented as “Corporate,” and consists of corporate costs and intersegment eliminations. Three Months Ended September 30, 2022 Upstream Midstream Marketing & Trading Corporate Consolidated Revenues from external customers (1) 14,205 — 66,898 — $ 81,103 Intersegment revenues (purchases) (2) (3) 66,900 (578) (68,217) 1,895 — Segment operating profit (loss) (4) 40,071 (19,297) (11,042) (4,303) 5,429 Interest expense, net — (994) — (5,950) (6,944) Other income (loss), net 309 — (12,937) (90) (12,718) Consolidated loss before tax $ (14,233) Three Months Ended September 30, 2021 Upstream Midstream Marketing & Trading Corporate Consolidated Revenues from external customers (1) 483 — 15,155 — $ 15,638 Intersegment revenues (purchases) (2) (3) 15,155 — (12,142) (3,013) — Segment operating profit (loss) (4) 3,491 (8,058) (640) (9,309) (14,516) Interest expense, net — (996) — 28 (968) Gain on extinguishment of debt, net — — — — — Other income (loss), net — — (515) 67 (448) Consolidated loss before tax $ (15,932) Nine Months Ended September 30, 2022 Upstream Midstream Marketing & Trading Corporate Consolidated Revenues from external customers (1) 15,620 — 273,773 — $ 289,393 Intersegment revenues (purchases) (2) (3) 152,824 (808) (141,385) (10,631) — Segment operating profit (loss) (4) 83,170 (57,098) (25,093) (30,098) (29,119) Interest expense, net — (2,984) (455) (10,351) (13,790) Other income (loss), net 309 — (38,695) 420 (37,966) Consolidated loss before tax $ (80,875) Nine Months Ended September 30, 2021 Upstream Midstream Marketing & Trading Corporate Consolidated Revenues from external customers (1) 814 — 48,884 — $ 49,698 Intersegment revenues (purchases) (2)(3) 29,108 — (26,095) (3,013) — Segment operating loss (4) (4,542) (24,071) (13,352) (21,290) (63,255) Interest expense, net (1,635) (3,726) 1 (2,329) (7,689) Gain on extinguishment of debt, net (665) 2,087 — — 1,422 Other (loss) income, net (1,202) (2,494) (514) 217 (3,993) Consolidated loss before tax $ (73,515) (1) The Company's Marketing & Trading segment markets most of the Company's Upstream segment natural gas production to third party-purchasers. (2) The Company’s Marketing & Trading segment purchases most of the Company’s Upstream segment natural gas production. Intersegment revenues are eliminated at consolidation. (3) Intersegment revenues related to our Marketing & Trading segment are a result of cost allocations to the Corporate component using a cost plus transfer pricing methodology. Intersegment revenues related to the Corporate component are associated with intercompany interest charged to the Midstream segment. Intersegment revenues are eliminated at consolidation. (4) Operating profit (loss) is defined as operating revenues less operating costs and allocated corporate costs. Nine months ended September 30, Capital expenditures 2022 2021 Upstream 236,558 $ 23,416 Midstream 137,205 1,000 Marketing & Trading — — Total capital expenditures for reportable segments 373,763 24,416 Corporate capital expenditures 1,278 — Consolidated capital expenditures $ 375,041 $ 24,416 |
GENERAL (Policies)
GENERAL (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2021. The Condensed Consolidated Financial Statements, in the opinion of management, reflect all adjustments necessary for the fair presentation of the results for the periods presented. All adjustments are of a normal recurring nature unless otherwise disclosed. |
Use of Estimates | To conform with GAAP, we make estimates and assumptions that affect the amounts reported in our Condensed Consolidated Financial Statements and the accompanying notes. Although these estimates and assumptions are based on our best available knowledge at the time, actual results may differ. |
Liquidity | Liquidity Our Condensed Consolidated Financial Statements have been prepared in accordance with GAAP, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business as well as the Company’s ability to continue as a going concern. As of the date of the Condensed Consolidated Financial Statements, we have generated losses and negative cash flows from operations, and have an accumulated deficit. We have not yet established an ongoing source of revenues that is sufficient to cover our future operating costs and obligations as they become due during the twelve months following the issuance of the Condensed Consolidated Financial Statements. |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): September 30, 2022 December 31, 2021 Prepaid expenses $ 349 $ 605 Deposits 18,640 3,589 Restricted cash 12,375 — Derivative assets, net current — 8,693 Other current assets 93 65 Total prepaid expenses and other current assets $ 31,457 $ 12,952 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment Components | Property, plant and equipment consist of the following (in thousands): September 30, 2022 December 31, 2021 Upstream natural gas assets: Proved properties $ 299,589 $ 96,297 Wells in progress 91,759 17,653 Accumulated DD&A (70,997) (48,638) Total upstream natural gas assets, net 320,351 65,312 Driftwood Project assets: Land and land improvements 49,086 25,222 Driftwood terminal construction in progress 238,830 — Finance lease assets, net of accumulated DD&A 57,002 57,883 Buildings and other assets, net of accumulated DD&A 348 371 Total Driftwood Project, net 345,266 83,476 Fixed assets and other: Leasehold improvements and other assets 6,924 3,104 Accumulated DD&A (1,628) (1,347) Total fixed assets and other, net 5,296 1,757 Total property, plant and equipment, net $ 670,913 $ 150,545 |
OTHER NON-CURRENT ASSETS (Table
OTHER NON-CURRENT ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Non-Current Assets | Other non-current assets consist of the following (in thousands): September 30, 2022 December 31, 2021 Land lease and purchase options $ 795 $ 6,368 Permitting costs — 13,408 Right of use asset — operating leases 13,932 10,166 Restricted cash 24,885 1,778 Investments in unconsolidated entities 11,089 — Driftwood pipeline materials 5,229 — Other 1,875 1,798 Total other non-current assets $ 57,805 $ 33,518 |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments, Gain (Loss) | The following table summarizes the effect of the Company’s financial instruments which are included within Other expense, net on the Condensed Consolidated Statements of Operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Natural gas financial instruments: Realized loss $ 12,547 $ — $ 23,798 $ 1,202 Unrealized loss 390 — 8,701 — LNG financial futures contracts: Realized gain — — 3,532 — Unrealized loss — — 5,161 — Contingent Consideration Unrealized gain 309 — 309 — |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The following table presents the classification of the Company’s financial instruments that are required to be measured at fair value on a recurring basis on the Company’s Condensed Consolidated Balance Sheets (in thousands): September 30, 2022 December 31, 2021 Current assets: LNG financial futures contracts $ — $ 8,693 Non-current assets: Natural gas financial instruments 685 — Current liabilities: Natural gas financial instruments 9,386 — Contingent Consideration 3,579 — |
ACCRUED AND OTHER LIABILITIES (
ACCRUED AND OTHER LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Components of Accrued and Other Liabilities | Accrued and other liabilities consist of the following (in thousands): September 30, 2022 December 31, 2021 Upstream accrued liabilities $ 90,942 $ 26,421 Payroll and compensation 24,937 50,243 Accrued taxes 396 991 Driftwood Project and related pipelines development activities 5,815 435 Lease liabilities 2,708 2,279 Current natural gas derivative liabilities 9,386 — Accrued interest 5,793 660 Other 9,897 4,917 Total accrued and other liabilities $ 149,874 $ 85,946 |
BORROWINGS (Tables)
BORROWINGS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Borrowings | The Company’s borrowings consist of the following (in thousands): September 30, 2022 Principal repayment obligation Unamortized DFC Carrying value Senior Secured Convertible Notes, current $ 166,666 $ (3,392) $ 163,274 Senior Secured Convertible Notes, non-current 333,334 (6,785) 326,549 Senior Notes due 2028 57,678 (2,666) 55,012 Total borrowings $ 557,678 $ (12,843) $ 544,835 December 31, 2021 Principal repayment obligation Unamortized DFC Carrying value Senior Notes due 2028 $ 56,500 $ (2,813) $ 53,687 Total borrowings $ 56,500 $ (2,813) $ 53,687 |
INCENTIVE COMPENSATION PROGRAM
INCENTIVE COMPENSATION PROGRAM (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Compensation Related Costs [Abstract] | |
Schedule of Nonvested Awards | Non-vested tracking unit awards as of September 30, 2022, and awards granted during the period were as follows: Number of Tracking Units (in thousands) Price per Tracking Unit Balance at January 1, 2022 — — Granted 19,332 $ 3.09 Vested (6,444) 3.38 Forfeited (159) 3.46 Unvested balance at September 30, 2022 12,729 $ 2.39 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Assets And Liabilities, Lessee | The following table shows the classification and location of our right-of-use assets and lease liabilities on our Consolidated Balance Sheets (in thousands): Leases Consolidated Balance Sheets Classification September 30, 2022 December 31, 2021 Right of use asset Operating Other non-current assets $ 13,932 $ 10,166 Finance Property, plant and equipment, net 57,002 57,883 Total leased assets $ 70,934 $ 68,049 Liabilities Current Operating Accrued and other liabilities $ 2,570 $ 2,147 Finance Accrued and other liabilities 138 132 Non-Current Operating Other non-current liabilities 12,771 9,563 Finance Finance lease liabilities 49,998 50,103 Total leased liabilities $ 65,477 $ 61,945 Other information about lease amounts recognized in our Consolidated Financial Statements is as follows: September 30, 2022 Lease term and discount rate Weighted average remaining lease term (years) Operating lease 4.8 Finance lease 48.7 Weighted average discount rate Operating lease 6.2 % Finance lease 9.4 % |
Schedule of Lease, Cost | Lease costs recognized in our Consolidated Statements of Operations is summarized as follows (in thousands): Nine months ended Lease costs 2022 2021 Operating lease cost $ 2,247 $ 2,056 Finance lease cost Amortization of lease assets 881 494 Interest on lease liabilities 2,983 1,908 Finance lease cost $ 3,864 $ 2,402 Total lease cost $ 6,111 $ 4,458 The following table includes other quantitative information for our operating and finance leases (in thousands): Nine Months Ended September 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,545 $ 2,173 Operating cash flows from finance leases $ 2,868 $ 1,007 Financing cash flows from finance leases $ 1 $ 1,862 |
Schedule of Finance Lease, Liability, Maturity | The table below presents a maturity analysis of our lease liability on an undiscounted basis and reconciles those amounts to the present value of the lease liability as of September 30, 2022 (in thousands): Operating Finance 2022 $ 822 $ 1,229 2023 3,579 4,111 2024 3,843 4,111 2025 3,886 4,111 2026 3,908 4,111 After 2026 1,936 182,222 Total lease payments $ 17,974 $ 199,895 Less: discount 2,633 149,759 Present value of lease liability $ 15,341 $ 50,136 |
Schedule of Operating Lease Maturity | The table below presents a maturity analysis of our lease liability on an undiscounted basis and reconciles those amounts to the present value of the lease liability as of September 30, 2022 (in thousands): Operating Finance 2022 $ 822 $ 1,229 2023 3,579 4,111 2024 3,843 4,111 2025 3,886 4,111 2026 3,908 4,111 After 2026 1,936 182,222 Total lease payments $ 17,974 $ 199,895 Less: discount 2,633 149,759 Present value of lease liability $ 15,341 $ 50,136 |
ADDITIONAL CASH FLOW INFORMAT_2
ADDITIONAL CASH FLOW INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Net Changes in Components of Operating Assets and Liabilities | The following table provides information regarding the net changes in working capital (in thousands): Nine Months Ended September 30, 2022 2021 Accounts receivable $ (53,339) $ (8,556) Prepaid expenses and other current assets 1 (11,326) 412 Accounts payable 14,555 4,288 Accounts payable due to related parties — (910) Accrued liabilities 1 22,477 23,030 Other, net 831 (1,090) Net changes in working capital $ (26,802) $ 17,174 1 Excludes changes in the Company’s derivative assets and liabilities. |
Schedule of Supplemental Disclosure of Cash Flow Information | The following table provides supplemental disclosure of cash flow information (in thousands): Nine Months Ended September 30, 2022 2021 Non-cash accruals of property, plant and equipment and other non-current assets $ 47,663 $ 38,509 Non-cash settlement of withholding taxes associated with the 2019 bonus and vesting of certain awards — 3,064 Non-cash settlement of the 2019 bonus — 5,430 The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of such amounts shown in the Condensed Consolidated Statements of Cash Flows (in thousands): Nine Months Ended September 30, 2022 2021 Cash and cash equivalents $ 607,498 210,812 Current restricted cash 12,375 — Non-current restricted cash 24,885 — Total cash, cash equivalents and restricted cash shown in the statements of cash flows $ 644,758 $ 210,812 |
DISCLOSURE ABOUT SEGMENTS AND_2
DISCLOSURE ABOUT SEGMENTS AND RELATED INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Three Months Ended September 30, 2022 Upstream Midstream Marketing & Trading Corporate Consolidated Revenues from external customers (1) 14,205 — 66,898 — $ 81,103 Intersegment revenues (purchases) (2) (3) 66,900 (578) (68,217) 1,895 — Segment operating profit (loss) (4) 40,071 (19,297) (11,042) (4,303) 5,429 Interest expense, net — (994) — (5,950) (6,944) Other income (loss), net 309 — (12,937) (90) (12,718) Consolidated loss before tax $ (14,233) Three Months Ended September 30, 2021 Upstream Midstream Marketing & Trading Corporate Consolidated Revenues from external customers (1) 483 — 15,155 — $ 15,638 Intersegment revenues (purchases) (2) (3) 15,155 — (12,142) (3,013) — Segment operating profit (loss) (4) 3,491 (8,058) (640) (9,309) (14,516) Interest expense, net — (996) — 28 (968) Gain on extinguishment of debt, net — — — — — Other income (loss), net — — (515) 67 (448) Consolidated loss before tax $ (15,932) Nine Months Ended September 30, 2022 Upstream Midstream Marketing & Trading Corporate Consolidated Revenues from external customers (1) 15,620 — 273,773 — $ 289,393 Intersegment revenues (purchases) (2) (3) 152,824 (808) (141,385) (10,631) — Segment operating profit (loss) (4) 83,170 (57,098) (25,093) (30,098) (29,119) Interest expense, net — (2,984) (455) (10,351) (13,790) Other income (loss), net 309 — (38,695) 420 (37,966) Consolidated loss before tax $ (80,875) Nine Months Ended September 30, 2021 Upstream Midstream Marketing & Trading Corporate Consolidated Revenues from external customers (1) 814 — 48,884 — $ 49,698 Intersegment revenues (purchases) (2)(3) 29,108 — (26,095) (3,013) — Segment operating loss (4) (4,542) (24,071) (13,352) (21,290) (63,255) Interest expense, net (1,635) (3,726) 1 (2,329) (7,689) Gain on extinguishment of debt, net (665) 2,087 — — 1,422 Other (loss) income, net (1,202) (2,494) (514) 217 (3,993) Consolidated loss before tax $ (73,515) (1) The Company's Marketing & Trading segment markets most of the Company's Upstream segment natural gas production to third party-purchasers. (2) The Company’s Marketing & Trading segment purchases most of the Company’s Upstream segment natural gas production. Intersegment revenues are eliminated at consolidation. (3) Intersegment revenues related to our Marketing & Trading segment are a result of cost allocations to the Corporate component using a cost plus transfer pricing methodology. Intersegment revenues related to the Corporate component are associated with intercompany interest charged to the Midstream segment. Intersegment revenues are eliminated at consolidation. (4) Operating profit (loss) is defined as operating revenues less operating costs and allocated corporate costs. Nine months ended September 30, Capital expenditures 2022 2021 Upstream 236,558 $ 23,416 Midstream 137,205 1,000 Marketing & Trading — — Total capital expenditures for reportable segments 373,763 24,416 Corporate capital expenditures 1,278 — Consolidated capital expenditures $ 375,041 $ 24,416 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Asset Acquisition [Line Items] | |||
Prepaid expenses | $ 349 | $ 605 | |
Deposits | 18,640 | 3,589 | |
Restricted cash | 12,375 | 0 | $ 0 |
Derivative assets, net current | 0 | 8,693 | |
Other current assets | 93 | 65 | |
Total prepaid expenses and other current assets | 31,457 | 12,952 | |
Margin deposits | 17,400 | $ 2,100 | |
Haynesville Shale | |||
Asset Acquisition [Line Items] | |||
Restricted cash | 9,400 | ||
Driftwood Project | |||
Asset Acquisition [Line Items] | |||
Restricted cash | $ 3,000 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Finance lease assets, net of accumulated DD&A | $ 57,002 | $ 57,883 |
Total property, plant and equipment, net | 670,913 | 150,545 |
Upstream natural gas assets: | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated DD&A | (70,997) | (48,638) |
Property, plant and equipment, net | 320,351 | 65,312 |
Proved properties | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 299,589 | 96,297 |
Wells in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 91,759 | 17,653 |
Driftwood Project assets: | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, net | 345,266 | 83,476 |
Land and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | 49,086 | 25,222 |
Driftwood terminal construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | 238,830 | 0 |
Buildings and other assets, net of accumulated DD&A | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | 348 | 371 |
Fixed assets and other: | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,924 | 3,104 |
Accumulated DD&A | (1,628) | (1,347) |
Property, plant and equipment, net | $ 5,296 | $ 1,757 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Aug. 18, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Deferred engineering costs transferred to construction in progress | $ 110 | ||
Permitting costs transferred to construction in progress | $ 13.4 | ||
Haynesville Shale | |||
Property, Plant and Equipment [Line Items] | |||
Consideration for asset acquisition | $ 125 | ||
Consideration for asset acquisition, adjustments | 9.9 | ||
Consideration for asset acquisition, adjusted | 134.9 | ||
Contingent cash payment for asset acquisition | $ 7.5 | ||
Driftwood terminal construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Amount transferred to construction in progress | $ 115.4 |
OTHER NON-CURRENT ASSETS (Detai
OTHER NON-CURRENT ASSETS (Details) - USD ($) shares in Millions | Sep. 30, 2022 | Feb. 24, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Debt Instrument [Line Items] | ||||
Land lease and purchase options | $ 795,000 | $ 6,368,000 | ||
Permitting costs | 0 | 13,408,000 | ||
Right of use asset — operating leases | 13,932,000 | 10,166,000 | ||
Restricted cash | 24,885,000 | 1,778,000 | $ 0 | |
Investments in unconsolidated entities | 11,089,000 | 0 | ||
Driftwood pipeline materials | 5,229,000 | 0 | ||
Other | 1,875,000 | 1,798,000 | ||
Total other non-current assets | 57,805,000 | $ 33,518,000 | ||
Number of shares purchased in unconsolidated company (in shares) | 1.5 | |||
Investment in unconsolidated entity, cost | $ 6,100,000 | |||
Secured Debt | 6.00% Secured Note Due June 14, 2024 | ||||
Debt Instrument [Line Items] | ||||
Debt, principal amount | $ 5,000,000 | |||
Debt interest rate (as a percentage) | 6% |
FINANCIAL INSTRUMENTS - Narrati
FINANCIAL INSTRUMENTS - Narrative (Details) $ in Millions | 3 Months Ended | ||
Dec. 31, 2021 cargo | Sep. 30, 2022 Bcf | Aug. 18, 2022 USD ($) | |
Asset Acquisition [Line Items] | |||
Notional volumes | Bcf | 14.7 | ||
Purchase commitment, quantity committed | cargo | 2 | ||
Haynesville Shale | |||
Asset Acquisition [Line Items] | |||
Fair value of contingent consideration | $ | $ 3.9 |
FINANCIAL INSTRUMENTS - Schedul
FINANCIAL INSTRUMENTS - Schedule of Derivative Instruments Effect On Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Natural gas financial instruments: | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Realized loss | $ 12,547 | $ 0 | $ 23,798 | $ 1,202 |
Unrealized loss | 390 | 0 | 8,701 | 0 |
LNG financial futures contracts: | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Unrealized loss | 0 | 0 | 5,161 | 0 |
Realized gain | 0 | 0 | 3,532 | 0 |
Contingent Consideration | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Unrealized gain | $ 309 | $ 0 | $ 309 | $ 0 |
FINANCIAL INSTRUMENTS - Sched_2
FINANCIAL INSTRUMENTS - Schedule of Derivative Instruments in Statement of Financial Position, Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative asset, current | $ 0 | $ 8,693 |
Derivative liabilities, current | 9,386 | 0 |
LNG financial futures contracts: | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative asset, current | 0 | 8,693 |
Natural gas financial instruments: | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative asset, noncurrent | 685 | 0 |
Derivative liabilities, current | 9,386 | 0 |
Contingent Consideration | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative liabilities, current | $ 3,579 | $ 0 |
ACCRUED AND OTHER LIABILITIES -
ACCRUED AND OTHER LIABILITIES - Schedule of Components of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Upstream accrued liabilities | $ 90,942 | $ 26,421 |
Payroll and compensation | 24,937 | 50,243 |
Accrued taxes | 396 | 991 |
Driftwood Project and related pipelines development activities | 5,815 | 435 |
Lease liabilities | 2,708 | 2,279 |
Current natural gas derivative liabilities | 9,386 | 0 |
Accrued interest | 5,793 | 660 |
Other | 9,897 | 4,917 |
Total accrued and other liabilities | $ 149,874 | $ 85,946 |
BORROWINGS- Schedule of Borrowi
BORROWINGS- Schedule of Borrowings (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Long-Term Debt, Current Maturities, Total | $ 163,274 | $ 0 |
Senior Secured Convertible Notes, non-current | 381,561 | 53,687 |
Principal repayment obligation | 557,678 | 56,500 |
Unamortized DFC | (12,843) | (2,813) |
Carrying value | 544,835 | 53,687 |
Senior Secured Convertible Notes due 2025 | ||
Debt Instrument [Line Items] | ||
Principal repayment obligation, current | 166,666 | |
Unamortized DFC, current | (3,392) | |
Long-Term Debt, Current Maturities, Total | 163,274 | |
Principal repayment obligation, non-current | 333,334 | |
Unamortized DFC, noncurrent | (6,785) | |
Senior Secured Convertible Notes, non-current | 326,549 | |
Senior Notes due 2028 | ||
Debt Instrument [Line Items] | ||
Principal repayment obligation | 57,678 | 56,500 |
Unamortized DFC | (2,666) | (2,813) |
Carrying value | $ 55,012 | $ 53,687 |
BORROWINGS - Senior Secured Con
BORROWINGS - Senior Secured Convertible Notes due 2025 (Details) | 9 Months Ended | ||
Jun. 03, 2022 USD ($) pipeline $ / shares | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||
Debt issuance costs | $ 12,843,000 | $ 2,813,000 | |
Senior Secured Convertible Notes due 2025 | Convertible notes | |||
Debt Instrument [Line Items] | |||
Debt, principal amount | $ 500,000,000 | ||
Debt interest rate (as a percentage) | 6% | ||
Proceeds from debt, net of fees | $ 488,700,000 | ||
Debt issuance costs | $ 11,500,000 | ||
Conversion ratio | 0.174703 | ||
Conversion price (in dollars per share) | $ / shares | $ 5.724 | ||
Convertible debt, threshold percentage of stock price trigger | 200% | ||
Convertible debt, threshold consecutive trading days | pipeline | 20 | ||
Convertible debt, threshold consecutive trading days | 120% | ||
Convertible debt, redemption threshold amount | $ 166,600,000 | ||
Debt instrument, covenant, minimum cash balance requirement | $ 100,000,000 | ||
Notes payable, fair value | $ 453,300,000 |
BORROWINGS - Senior Notes due 2
BORROWINGS - Senior Notes due 2028 (Details) - USD ($) | 9 Months Ended | ||
Dec. 07, 2021 | Nov. 10, 2021 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | |||
Senior Note Price In Closing Market | $ 18.28 | ||
Senior Notes due 2028 | Senior note | |||
Debt Instrument [Line Items] | |||
Debt, principal amount | $ 6,500,000 | $ 50,000,000 | 1,200,000 |
Debt interest rate (as a percentage) | 8.25% | ||
Proceeds from debt, net of fees | $ 6,200,000 | $ 47,500,000 | $ 1,100,000 |
Underwriters option to purchase shares (up to) | $ 7,500,000 | ||
Underwriters option to purchase shares, period | 30 days |
BORROWINGS - At-the-Market Debt
BORROWINGS - At-the-Market Debt Offering Program (Details) - Senior note - USD ($) | 9 Months Ended | |||
Dec. 07, 2021 | Nov. 10, 2021 | Sep. 30, 2022 | Dec. 17, 2021 | |
At-The-Market Debt Offering Program | ||||
Debt Instrument [Line Items] | ||||
Debt, principal amount | $ 200,000,000 | |||
Senior Notes due 2028 | ||||
Debt Instrument [Line Items] | ||||
Debt, principal amount | $ 6,500,000 | $ 50,000,000 | $ 1,200,000 | |
Proceeds from debt, net of fees | $ 6,200,000 | $ 47,500,000 | $ 1,100,000 |
BORROWINGS - Extinguishment of
BORROWINGS - Extinguishment of the 2019 Term Loan (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | May 23, 2019 | |
Debt Instrument [Line Items] | ||||||
Gain on extinguishment of debt, net | $ 0 | $ 0 | $ 0 | $ 1,422,000 | ||
2019 Term Loan | Term loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt, principal amount | $ 60,000,000 | |||||
Repayments of debt principal | $ 43,700,000 | |||||
Gain on extinguishment of debt, net | $ 2,100,000 |
BORROWINGS - 2018 Term Loan (De
BORROWINGS - 2018 Term Loan (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Apr. 23, 2021 | Feb. 18, 2021 | Sep. 28, 2018 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | |||||||
Gain (loss) on extinguishment of debt. | $ 0 | $ 0 | $ 0 | $ 1,422,000 | |||
Term loan | 2018 Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt term (in years) | 3 years | ||||||
Debt, principal amount | $ 60,000,000 | ||||||
Repayments of debt principal | $ 17,000,000 | $ 43,000,000 | |||||
Gain (loss) on extinguishment of debt. | $ (700,000) |
BORROWINGS - Trade Finance Cred
BORROWINGS - Trade Finance Credit Line (Details) - Trade Finance Credit Line - USD ($) | Sep. 30, 2022 | Dec. 07, 2021 | Jul. 19, 2021 |
Debt Instrument [Line Items] | |||
Line of credit facility, borrowing capacity (up to) | $ 150,000,000 | $ 30,000,000 | |
Line of credit outstanding | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||
Related party transaction, contract term | 1 year | |
Board of Directors Chairman | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amounts of transaction | $ 50,000 | |
Related party transaction, expenses from transactions with related party | $ 150,000 | $ 475,000 |
STOCKHOLDERS_ EQUITY (Details)
STOCKHOLDERS’ EQUITY (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2018 shares | Mar. 31, 2021 USD ($) shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | |
Class of Stock [Line Items] | ||||
Proceeds from warrant exercises | $ 0 | $ 8,177 | ||
Conversion ratio | 1 | |||
Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Number of shares issued in transaction (in shares) | shares | 6,100,000 | |||
Common Stock Purchase Warrants, One | Term loan | 2019 Term Loan | ||||
Class of Stock [Line Items] | ||||
Number of shares for purchase under warrant (in shares) | shares | 6,000,000 | |||
Proceeds from warrant exercises | $ 8,200 | |||
At-the-Market Equity Offering Programs | ||||
Class of Stock [Line Items] | ||||
Number of shares issued in transaction (in shares) | shares | 67,700,000 | |||
Net proceeds from sale of stock | $ 299,700 | |||
Sale of stock, remaining capacity for sale amount | $ 323,700 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) shares | Sep. 30, 2022 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ | $ 1,000,000 | $ 2,800,000 |
Unrecognized compensation expense | $ | $ 184,300,000 | $ 184,300,000 |
Performance-based Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Antidilutive securities excluded from computation of loss per share amount (in shares) | 27,700,000 | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Antidilutive securities excluded from computation of loss per share amount (in shares) | 11,100,000 | |
Performance-based Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards outstanding (in shares) | 28,000,000 | 28,000,000 |
Share-based compensation expense | $ | $ 0 | |
FID | Tranche one | Performance-based Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards outstanding (in shares) | 11,200,000 | 11,200,000 |
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 33.33% | |
FID | Tranche Two | Performance-based Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards outstanding (in shares) | 15,900,000 | 15,900,000 |
Other criteria | Performance-based Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards outstanding (in shares) | 900,000 | 900,000 |
2016 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of common stock authorized for issuance (in shares) | 40,000,000 | 40,000,000 |
INCENTIVE COMPENSATION PROGRA_2
INCENTIVE COMPENSATION PROGRAM - Narrative (Details) - Long Term Incentive Awards $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) vesting_tranche shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award conversion ratio (in shares) | shares | 1 | |
Award vesting tranches | vesting_tranche | 3 | |
Compensation expense | $ | $ 2.8 | $ 17.1 |
INCENTIVE COMPENSATION PROGRA_3
INCENTIVE COMPENSATION PROGRAM - Schedule of Nonvested Awards (Details) - Long Term Incentive Awards shares in Thousands | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Number of Tracking Units (in thousands) | |
Unvested, beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 19,332 |
Vested (in shares) | shares | (6,444) |
Forfeited (in shares) | shares | (159) |
Unvested, ending balance (in shares) | shares | 12,729 |
Price per Tracking Unit | |
Unvested, beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 3.09 |
Vested (in dollars per share) | $ / shares | 3.38 |
Forfeited (in dollars per share) | $ / shares | 3.46 |
Unvested, ending balance (in dollars per share) | $ / shares | $ 2.39 |
LEASES - Additional Information
LEASES - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Finance lease renewal term (in years) | 40 years |
Finance lease, termination term (in years) | 5 years |
Operating lease renewal term (in years) | 10 years |
LEASES - Schedule of Right-of-U
LEASES - Schedule of Right-of-Use Asset and Lease Liability (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Right of use asset — operating leases | $ 13,932 | $ 10,166 |
Finance lease assets, net of accumulated DD&A | 57,002 | 57,883 |
Total leased assets | 70,934 | 68,049 |
Operating lease liability - current | 2,570 | 2,147 |
Finance lease liability - current | 138 | 132 |
Operating lease liability - non-current | 12,771 | 9,563 |
Finance lease liabilities | 49,998 | 50,103 |
Total leased liabilities | $ 65,477 | $ 61,945 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other non-current assets | Other non-current assets |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, plant and equipment, net | Property, plant and equipment, net |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued and other liabilities | Accrued and other liabilities |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued and other liabilities | Accrued and other liabilities |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other non-current liabilities | Other non-current liabilities |
LEASES - Schedule of Lease, Cos
LEASES - Schedule of Lease, Cost (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||
Operating lease cost | $ 2,247 | $ 2,056 |
Amortization of lease assets | 881 | 494 |
Interest on lease liabilities | 2,983 | 1,908 |
Finance lease cost | 3,864 | 2,402 |
Total lease cost | $ 6,111 | $ 4,458 |
LEASES - Other Information abou
LEASES - Other Information about Lease (Details) | Sep. 30, 2022 |
Leases [Abstract] | |
Operating lease, weighted-average remaining lease term (in years) | 4 years 9 months 18 days |
Finance lease, weighted-average remaining lease term (in years) | 48 years 8 months 12 days |
Operating lease, weighted-average discount rate (as a percentage) | 6.20% |
Finance lease, weighted-average discount rate (as a percentage) | 9.40% |
LEASES - Other Quantitative Inf
LEASES - Other Quantitative Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 2,545 | $ 2,173 |
Operating cash flows from finance leases | 2,868 | 1,007 |
Financing cash flows from finance leases | $ 1 | $ 1,862 |
LEASES - Schedule of Lease Matu
LEASES - Schedule of Lease Maturity (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Operating | |
2022 | $ 822 |
2023 | 3,579 |
2024 | 3,843 |
2025 | 3,886 |
2026 | 3,908 |
After 2026 | 1,936 |
Total lease payments | 17,974 |
Less: discount | 2,633 |
Present value of lease liability | 15,341 |
Finance | |
2022 | 1,229 |
2023 | 4,111 |
2024 | 4,111 |
2025 | 4,111 |
2026 | 4,111 |
After 2026 | 182,222 |
Total lease payments | 199,895 |
Less: discount | 149,759 |
Present value of lease liability | $ 50,136 |
ADDITIONAL CASH FLOW INFORMAT_3
ADDITIONAL CASH FLOW INFORMATION - Net Changes in Working Capital (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | ||
Accounts receivable | $ (53,339) | $ (8,556) |
Prepaid expenses and other current assets | (11,326) | 412 |
Accounts payable | 14,555 | 4,288 |
Accounts payable due to related parties | 0 | (910) |
Accrued liabilities | 22,477 | 23,030 |
Other, net | 831 | (1,090) |
Net changes in working capital | $ (26,802) | $ 17,174 |
ADDITIONAL CASH FLOW INFORMAT_4
ADDITIONAL CASH FLOW INFORMATION - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | ||||
Non-cash accruals of property, plant and equipment and other non-current assets | $ 47,663,000 | $ 38,509 | ||
Non-cash settlement of withholding taxes associated with the 2019 bonus and vesting of certain awards | 0 | 3,064 | ||
Non-cash settlement of the 2019 bonus | 0 | 5,430 | ||
Cash and cash equivalents | 607,498 | 210,812 | $ 305,496 | |
Current restricted cash | 12,375 | 0 | 0 | |
Non-current restricted cash | 24,885 | 0 | 1,778 | |
Total cash, cash equivalents and restricted cash shown in the statements of cash flows | $ 644,758 | $ 210,812 | $ 307,274 | $ 81,738 |
DISCLOSURE ABOUT SEGMENTS AND_3
DISCLOSURE ABOUT SEGMENTS AND RELATED INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | $ 81,103 | $ 15,638 | $ 289,393 | $ 49,698 |
Segment operating profit (loss) | 5,429 | (14,516) | (29,119) | (63,255) |
Interest expense, net | (6,944) | (968) | (13,790) | (7,689) |
Gain on extinguishment of debt, net | 0 | 0 | 0 | 1,422 |
Other income (loss), net | (12,718) | (448) | (37,966) | (3,993) |
Loss before income taxes | (14,233) | (15,932) | (80,875) | (73,515) |
Consolidated capital expenditures | 375,041 | 24,416 | ||
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Consolidated capital expenditures | 373,763 | 24,416 | ||
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 0 | 0 | 0 | 0 |
Segment operating profit (loss) | (4,303) | (9,309) | (30,098) | (21,290) |
Interest expense, net | (5,950) | 28 | (10,351) | (2,329) |
Gain on extinguishment of debt, net | 0 | 0 | ||
Other income (loss), net | (90) | 67 | 420 | 217 |
Consolidated capital expenditures | 1,278 | 0 | ||
Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 1,895 | (3,013) | (10,631) | (3,013) |
Upstream | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 14,205 | 483 | 15,620 | 814 |
Segment operating profit (loss) | 40,071 | 3,491 | 83,170 | (4,542) |
Interest expense, net | 0 | 0 | 0 | (1,635) |
Gain on extinguishment of debt, net | 0 | (665) | ||
Other income (loss), net | 309 | 0 | 309 | (1,202) |
Consolidated capital expenditures | 236,558 | 23,416 | ||
Upstream | Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 66,900 | 15,155 | 152,824 | 29,108 |
Midstream | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 0 | 0 | 0 | 0 |
Segment operating profit (loss) | (19,297) | (8,058) | (57,098) | (24,071) |
Interest expense, net | (994) | (996) | (2,984) | (3,726) |
Gain on extinguishment of debt, net | 0 | 2,087 | ||
Other income (loss), net | 0 | 0 | 0 | (2,494) |
Consolidated capital expenditures | 137,205 | 1,000 | ||
Midstream | Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | (578) | 0 | (808) | 0 |
Marketing & Trading | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 66,898 | 15,155 | 273,773 | 48,884 |
Segment operating profit (loss) | (11,042) | (640) | (25,093) | (13,352) |
Interest expense, net | 0 | 0 | (455) | 1 |
Gain on extinguishment of debt, net | 0 | 0 | ||
Other income (loss), net | (12,937) | (515) | (38,695) | (514) |
Consolidated capital expenditures | 0 | 0 | ||
Marketing & Trading | Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | $ (68,217) | $ (12,142) | $ (141,385) | $ (26,095) |