Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 08, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | TELL | |
Entity Registrant Name | TELLURIAN INC. /DE/ | |
Entity Central Index Key | 61,398 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 202,648,511 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 186,823 | $ 21,398 |
Securities available-for-sale | 845 | |
Accounts receivable | 49 | 48 |
Accounts receivable due from related parties | 2,602 | 1,333 |
Prepaid expenses and other current assets | 4,219 | 1,964 |
Total current assets | 194,538 | 24,743 |
Property, plant and equipment, net | 25,518 | 10,993 |
Goodwill | 1,190 | 1,190 |
Note receivable due from related party | 251 | 251 |
Other non-current assets | 2,421 | 1,901 |
Total assets | 223,918 | 39,078 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 19,634 | 24,403 |
Accounts payable due to related parties | 323 | 323 |
Total current liabilities | 19,957 | 24,726 |
Embedded derivative | 8,753 | |
Commitments and contingencies (Note 6) | ||
Stockholders' equity: | ||
Common stock: par value $0.01 and $0.001 per share, respectively; 300,000 shares and 200,000 shares authorized, respectively: 203,915 shares and 109,609 shares issued, respectively | 1,874 | 101 |
Treasury stock: 1,231 and zero shares, respectively, at cost | (323) | |
Additional paid-in capital | 440,419 | 102,148 |
Accumulated other comprehensive loss | (60) | |
Accumulated deficit | (238,004) | (96,655) |
Total stockholders' equity | 203,961 | 5,599 |
Total liabilities and stockholders' equity | 223,918 | 39,078 |
Series A Preferred Stock [Member] | ||
Stockholders' equity: | ||
Convertible preferred stock | $ 5 | |
Series B Preferred Stock [Member] | ||
Stockholders' equity: | ||
Convertible preferred stock | $ 55 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Common stock, par value | $ 0.01 | $ 0.001 |
Common stock, shares authorized | 300,000 | 200,000 |
Common stock, shares issued | 203,915 | 109,609 |
Treasury stock, shares | 1,231 | 0 |
Series A Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 0 | 5,468 |
Convertible preferred stock, shares outstanding | 0 | 5,468 |
Series B Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.01 | $ 0.001 |
Convertible preferred stock, shares authorized | 5,468 | 0 |
Convertible preferred stock, shares outstanding | 5,468 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue | $ 0 | $ 0 |
Costs and expenses: | ||
Development expenses | 21,589 | 2,753 |
General and administrative | 44,540 | 4,440 |
Goodwill impairment | 77,592 | |
Total costs and expenses | 143,721 | 7,193 |
Loss from operations | (143,721) | (7,193) |
Gain on preferred stock exchange feature | 2,209 | |
Other income, net | 163 | |
Loss before income taxes | (141,349) | (7,193) |
Provision for income taxes | 0 | 0 |
Net loss attributable to common stockholders | $ (141,349) | $ (7,193) |
Net loss per common share: | ||
Basic and diluted | $ (0.92) | $ (0.16) |
Weighted average shares outstanding: | ||
Basic and diluted | 154,213 | 44,393 |
Predecessor [Member] | ||
Revenue | $ 0 | |
Revenue, related party | 31 | |
Total revenue | 31 | |
Costs and expenses: | ||
Development expenses | 52 | |
General and administrative | 460 | |
Total costs and expenses | 512 | |
Loss from operations | (481) | |
Loss before income taxes | (481) | |
Provision for income taxes | 0 | |
Net loss attributable to common stockholders | $ (481) |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Common Stock | Treasury Stock | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member]Series A Preferred Stock [Member] | Convertible Preferred Stock [Member]Series B Preferred Stock [Member] | Capital in Excess of Par Value | Capital in Excess of Par ValueSeries B Preferred Stock [Member] | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance at Dec. 31, 2015 | $ 0 | |||||||||||
Share-based compensation, value | 3,500 | $ 2 | $ 3,498 | |||||||||
Issuance of common stock, value | 30,308 | $ 81 | 30,227 | |||||||||
Issuance of common stock, shares | 80,779 | |||||||||||
Share-based compensation, shares | 1,750 | |||||||||||
Net loss | (7,193) | $ (7,193) | ||||||||||
Ending balance at Mar. 31, 2016 | 26,615 | $ 83 | 33,725 | (7,193) | ||||||||
Ending balance, shares at Mar. 31, 2016 | 82,529 | |||||||||||
Beginning balance at Dec. 31, 2016 | 5,599 | $ 101 | $ 5 | 102,148 | (96,655) | |||||||
Beginning balance, shares at Dec. 31, 2016 | 109,609 | 5,468 | ||||||||||
Merger adjustments, value | 87,923 | $ 1,390 | 86,533 | |||||||||
Merger adjustments, shares | 51,540 | (1,209) | ||||||||||
Share-based compensation, value | 15,561 | $ 9 | 15,552 | |||||||||
Share-based compensation, shares | 909 | |||||||||||
Issuance of common stock, value | 206,866 | $ 354 | 206,512 | |||||||||
Issuance of common stock, shares | 35,385 | |||||||||||
Restricted stock awards, value | 2,035 | $ 3 | 2,032 | |||||||||
Restricted stock awards, shares | 4,772 | |||||||||||
Share-based payments, value | 21,165 | $ 17 | 21,148 | |||||||||
Share-based payments, shares | 1,700 | |||||||||||
Reclass of embedded derivative | 6,544 | 6,544 | ||||||||||
Treasury stock, value | (323) | $ (323) | ||||||||||
Treasury stock, shares | (22) | |||||||||||
Exchange from/to preferred stock, value | $ (5) | $ 5 | $ (5) | $ 55 | $ (50) | |||||||
Exchange from/to preferred stock, shares | (5,468) | 5,468 | ||||||||||
Other comprehensive income | (60) | $ (60) | ||||||||||
Net loss | (141,349) | (141,349) | ||||||||||
Ending balance at Mar. 31, 2017 | $ 203,961 | $ 1,874 | $ (323) | $ 5 | $ 440,419 | $ (60) | $ (238,004) | |||||
Ending balance, shares at Mar. 31, 2017 | 203,915 | (1,231) | 5,468 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (141,349) | $ (7,193) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 60 | |
Loss on goodwill impairment | 77,592 | |
Gain on Series A convertible preferred stock exchange feature | (2,209) | |
Share-based compensation | 17,770 | 3,500 |
Share-based payments | 17,596 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 18 | |
Accounts receivable due from related parties | (1,593) | (354) |
Prepaid expenses and other current assets | (553) | |
Accounts payable and accrued liabilities | (8,517) | 3,355 |
Other, net | (504) | |
Net cash used in operating activities | (41,689) | (692) |
Cash flows from investing activities: | ||
Cash received in acquisition | 56 | |
Purchase of property-land | (9,039) | |
Purchase of property and equipment | (573) | |
Proceeds from sale of investment securities | 266 | |
Net cash used in investing activities | (251) | (9,039) |
Cash flows from financing activities: | ||
Proceeds from the issuance of common stock, net | 207,365 | 30,308 |
Net cash provided by financing activities | 207,365 | 30,308 |
Net increase (decrease) in cash and cash equivalents | 165,425 | 20,577 |
Cash and cash equivalents, beginning of period | 21,398 | |
Cash and cash equivalents, end of period | $ 186,823 | 20,577 |
Predecessor [Member] | ||
Cash flows from operating activities: | ||
Net loss | (481) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 11 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1 | |
Accounts receivable due from related parties | (824) | |
Prepaid expenses and other current assets | 5 | |
Accounts payable and accrued liabilities | 124 | |
Accounts payable due to related parties | 1,063 | |
Other, net | (1) | |
Net cash used in operating activities | (102) | |
Cash flows from investing activities: | ||
Purchase of property and equipment | (175) | |
Net cash used in investing activities | (175) | |
Cash flows from financing activities: | ||
Net increase (decrease) in cash and cash equivalents | (277) | |
Cash and cash equivalents, beginning of period | 589 | |
Cash and cash equivalents, end of period | $ 312 |
Background and Basis of Present
Background and Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Background and Basis of Presentation | NOTE 1 — BACKGROUND AND BASIS OF PRESENTATION Tellurian plans to own, develop and operate natural gas liquefaction facilities, storage facilities and loading terminals and is developing an LNG terminal facility (the “Driftwood terminal”) and an associated pipeline (the “Driftwood pipeline”) in Southwest Louisiana (the Driftwood terminal and the Driftwood pipeline collectively, the “Driftwood Project”). The accompanying unaudited Condensed Consolidated Financial Statements of Tellurian as of and for the period ended March 31, 2017, have been prepared in accordance with U.S. GAAP for interim financial information and with Rule 10-01 S-X. The information included herein should be read in conjunction with the consolidated financial statements and the accompanying notes of Tellurian Investments as of and for the fiscal year ended December 31, 2016. Such information was included in Tellurian’s Current Report on Form 8-K/A The Merger was accounted for as a “reverse acquisition,” with Tellurian Investments being treated as the accounting acquirer. As such, the historical condensed consolidated comparative information as of and for all periods in 2016 in this report relates to Tellurian Investments and its subsidiaries. Subsequent to the Merger Date, the information relates to the consolidated entities of Tellurian Inc., with Magellan reflected as the accounting acquiree. In connection with the Merger, each issued and outstanding share of Tellurian Investments common stock was exchanged for 1.3 shares of Magellan common stock. All share and per share amounts in the Condensed Consolidated Financial Statements and related notes have been retroactively adjusted for all periods presented to give effect to this exchange, including reclassifying an amount equal to the change in par value of common stock from additional paid-in On April 9, 2016, Tellurian Investments acquired Tellurian Services, formerly known as Parallax Services LLC (“Parallax Services”). Parallax Services was primarily engaged in general and administrative support services to a group of related companies including Parallax Enterprises LLC (“Parallax Enterprises”) and Parallax Energy LLC (“Parallax Energy”). Under the financial reporting rules of the SEC, Parallax Services (“Predecessor”) has been deemed to be the predecessor to Tellurian (“Successor”) for financial reporting purposes. Except where the context indicates otherwise, (i) references to “we,” “us,” “our,” “Tellurian” or the “Company” refer, for periods prior to the completion of the Merger, to Tellurian Investments and its subsidiaries, and for periods following the completion of the Merger, to Tellurian Inc. and its subsidiaries and (ii) references to “Magellan” refer to Tellurian Inc. and its subsidiaries prior to the completion of the Merger. Results of operations for the three months ended March 31, 2017 are not necessarily indicative of the operating results that will be realized for the year ending December 31, 2017. |
Merger and Acquisition
Merger and Acquisition | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Merger and Acquisition | NOTE 2 — MERGER AND ACQUISITION The Merger As discussed in Note 1, Background and Basis of Presentation The total consideration exchanged was as follows (in thousands, except share and per-share 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 We utilized estimated fair values at the Merger Date for the allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed. The preliminary purchase price allocation to assets acquired and liabilities assumed in the transaction was as follows (in thousands): Fair Value of Assets Acquired: Cash $ 56 Securities available for sale 1,111 Other current assets 93 Unproved properties 13,000 Wells in progress 332 Leasehold improvements 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, non-current Goodwill initially recognized as a result of the Merger totaled $77.6 million, none of which is deductible for income tax purposes. Subsequent to the Merger, the Company determined that there is no evidence that we will recover the value of this goodwill. For purposes of determining the goodwill impairment, we utilized qualitative factors as well as the fair values determined when allocating consideration as of the Merger Date. Parallax Services Acquisition On April 9, 2016, Tellurian Investments acquired Parallax Services, which was renamed Tellurian Services, with equity consideration valued at $1 million. The transaction was accounted for using the acquisition method. As of March 31, 2017, goodwill of $1.2 million on our Condensed Consolidated Balance Sheet was entirely related to the acquisition of Parallax Services. Pro Forma Results The following table provides unaudited pro forma results for the three months ended March 31, 2017 and March 31, 2016, as if the Merger occurred and Parallax Services had been acquired as of January 1, 2016 (in thousands, except per-share Three Months Ended March 31, 2017 2016 As Reported Pro Forma Pro Forma As Reported Pro Forma Pro Forma Revenues $ — $ — $ — $ — $ — $ — Net loss attributable to common stockholders (141,349 ) (3,742 )(a) (145,091 ) (7,193 ) (11,364 ) (a) (19,038 ) (481 ) (b) Net loss per basic share $ (0.92 ) $ (0.92 ) $ (0.16 ) $ (0.37 ) Basic and diluted weighted average common shares outstanding 154,213 157,618 44,393 50,878 (a) Adjustment for the historical net loss of Magellan and an increase in compensation expense associated with the addition of three new directors. The addition of the new directors was directly attributable to the Merger. (b) Adjustment for the historical net loss of Parallax Services prior to the acquisition. The pro forma information is provided for informational purposes only and is not necessarily indicative of what Tellurian’s results of operation would have been if the Merger and acquisition had occurred on January 1, 2016. Following the Merger Date, $0.3 million of net loss related to the acquired activities have been included in our Condensed Consolidated Financial Statements. |
Prepaid and Other Current and N
Prepaid and Other Current and Non-Current Assets | 3 Months Ended |
Mar. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid and Other Current and Non-Current Assets | NOTE 3 — PREPAID AND OTHER CURRENT AND NON-CURRENT The components of prepaid expenses and other current assets consist of the following (in thousands): March 31, 2017 December 31, 2016 Prepaid professional services $ 1,628 $ — Deposits related to marketing activities 1,076 968 Insurance 623 67 Prepaid rent — 315 Other 892 614 Total prepaid expenses and current assets $ 4,219 $ 1,964 The components of other non-current March 31, 2017 December 31, 2016 Lease and purchase options $ 1,635 $ 1,345 Deposits related to marketing activities 654 551 Other 132 5 Total other non-current $ 2,421 $ 1,901 Prepaid Professional Services Prepaid professional services relate to a short-term management consulting arrangement discussed in Note 9, Share-Based Payments. Deposits Related to Marketing Activities Tellurian has made advances to trade conferences and similar events for the purpose of networking, marketing and public relations in the ordinary course of its development activities. These deferred costs relate primarily to conference fees, travel accommodations and similar event-specific arrangements, which are required to be paid in advance. General marketing and advertising costs not associated with specific events currently are expensed, and costs that are event-specific are deferred and expensed when the event occurs. Land Lease and Purchase Options The Company, through its wholly owned subsidiary Driftwood LNG, holds lease and purchase option agreements (the “Options”) for certain tracts of land and associated river frontage that provide for four or five-year terms. As of March 31, 2017, we have executed Options for certain tracts of land. 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 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 Office Leases The Company holds a ten-year |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 4 — RELATED PARTIES Accounts Receivable and Payable with Related Parties Tellurian’s accounts receivable due from related parties primarily consist of indemnities from employees who received share-based compensation. The Company will withhold amounts from wages if the tax liability with respect to such share-based compensation is not paid directly by the employees. The accounts payable due to related parties is primarily related to agreements with Parallax Enterprises and Parallax Energy, which are partially owned by Mr. Martin Houston, a major shareholder and Vice Chairman of the Company. Non-current Non-current note receivable relates to an interest-free $251 thousand note receivable due from Mr. Houston. The note was used to provide the collateral required to secure a $500 thousand letter of credit as part of a covenant related to the office lease. Other During the three months ended March 31, 2017, the Company incurred $534 thousand in legal fees to a law firm for advice associated with the Bonini-Kettlety lawsuit discussed in Note 15, Subsequent Events |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | NOTE 5 — PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment is comprised of fixed assets and oil and gas properties, as shown below (in thousands): March 31, 2017 December 31, 2016 Fixed Assets Land $ 9,491 $ 9,491 Buildings 549 549 Leasehold improvements 1,838 602 Computer, office equipment and fixtures 437 420 Accumulated depreciation (129 ) (69 ) Total fixed assets, net 12,186 10,993 Oil and Gas Properties Unproved 13,000 — Wells in progress 332 — Total oil and gas properties 13,332 — Total property, plant and equipment, net $ 25,518 $ 10,993 Fixed assets are depreciated using the straight-line depreciation method. Depreciation expense of $60 thousand and zero for the three months ended March 31, 2017 and 2016, respectively, is recorded within development expenses on the Condensed Consolidated Statements of Operations. In connection with the Merger, in February 2017, the Company acquired interests in certain oil and gas properties. Unproved properties consist of oil and gas interests in the Weald Basin, United Kingdom and the Timor Sea, Australia. In the United Kingdom, Tellurian holds a non-operating interest in certain licenses where a well was recently drilled and is currently under an extended flow test. In Australia, Tellurian holds a non-operating interest in an exploration permit. Under the terms of the permit, Tellurian or a commercial business partner is required to perform a seismic survey to certain specifications by November 12, 2017 or the permit will expire. See also Note 6, Commitments and Contingencies |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6 — COMMITMENTS AND CONTINGENCIES Bonini-Kettlety Lawsuit The litigation matter referred to as the Bonini-Kettlety lawsuit previously disclosed in the consolidated financial statements and the accompanying notes of Tellurian Investments as of and for the fiscal year ended December 31, 2016, was settled on April 18, 2017. See Note 15, Subsequent Events, Seismic Survey On March 31, 2017, the Company executed an Operations Services Agreement (the “Seismic Agreement”) with Santos Offshore Pty Ltd (“Santos”) to provide support services and engage a contractor to conduct a 3-D |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | NOTE 7 — ACCOUNTS PAYABLE AND ACCRUED LIABILITIES The components of accounts payable and accrued liabilities consist of the following (in thousands): March 31, 2017 December 31, 2016 Engineering, procurement and construction $ 851 $ 12,549 Payroll and compensation 8,512 6,311 Professional services (e.g. legal, audit) 4,363 2,323 Other 5,908 3,220 Total accounts payable and accrued liabilities $ 19,634 $ 24,403 Engineering, Procurement and Construction In February 2016, Tellurian Investments engaged Bechtel Oil, Gas and Chemicals, Inc. (“Bechtel”) to complete FEED work for the Driftwood terminal, and in June 2016, Tellurian Investments engaged Bechtel to complete FEED work for the Driftwood pipeline. Accounts payable and accrued liabilities for engineering, procurement and construction costs relate primarily to our contracts for FEED services with Bechtel as well as subcontractors working on the project. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | NOTE 8 — SHARE-BASED COMPENSATION Tellurian has granted fully vested and restricted stock to employees, outside directors, and a consultant under the Amended and Restated Tellurian Investments Inc. 2016 Omnibus Incentive Plan (the “Legacy Plan”) and the Tellurian Inc. 2016 Omnibus Compensation Incentive Plan, as amended (the “Omnibus Plan”). At a special meeting of stockholders on February 9, 2017, Magellan stockholders approved the Omnibus Plan, which replaced the Legacy Plan. No further awards can be made under the Legacy Plan. The maximum number of shares of Tellurian common stock authorized for issuance under the Omnibus Plan is 40 million shares of common stock. During any calendar year, no employee may be granted more than 10 million shares of Tellurian common stock, or with respect to a grant of cash, an amount equal to the value of 10 million shares of Tellurian common stock at the time of settlement. As of March 31, 2017, 3.9 million shares have been granted under the Omnibus Plan, and 14.9 million shares were granted under the Legacy Plan. For the three months ended March 31, 2017, Tellurian recognized $17.8 million as share-based compensation expense for vested shares of employees and directors, $2 million of which was issued in settlement of bonuses accrued at December 31, 2016. For the three months ended March 31, 2017, the remaining award activity relates to awards that vest based on a final investment decision by the Company’s board of directors with respect to the Driftwood Project (“FID Awards”). During the period, the weighted average grant date fair value per share was $12.62 per share, and the total grant date fair value was $65.3 million. As of March 31, 2017, 5.2 million FID Awards were outstanding. For purposes of the FID Awards, FID means a decision by Tellurian’s board of directors to move forward with the Driftwood Project after (i) determining that such site has met the appropriate suitability criteria, (ii) securing a long-term option on such site, (iii) securing sufficient financing and (iv) completing the FEED process. As of March 31, 2017, Tellurian does not believe FID is considered probable of occurring and, therefore, has not recorded share-based compensation expense related to FID Awards. |
Share-Based Payments
Share-Based Payments | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Payments | NOTE 9 — SHARE-BASED PAYMENTS In February 2017, the Company issued 409,800 shares of Tellurian common stock, valued at $5.8 million, to a financial adviser in connection with the successful completion of the Merger. This cost has been included in general and administrative expenses in the Condensed Consolidated Statements of Operations. Additionally, on the Merger Date, the Company issued 90,350 shares of Tellurian common stock to settle a liability assumed in the Merger valued at $1.3 million. In March 2017, the Company’s board of directors approved the issuance of 1 million shares that were purchased at a discount by a commercial development consultant under the Omnibus Plan. The terms of the share purchase agreement did not contain performance obligations or similar vesting provisions; accordingly, the full amount of $11.4 million, representing the aggregate difference between the purchase price of $0.50 per share and the closing share price on the date of issuance of $11.88 per share, was recognized on the date of the share purchase and has been included in general and administrative expenses in the Condensed Consolidated Statements of Operations. Also in March 2017, the Company issued 200,000 shares under a management consulting arrangement for specified services from March 2017 through May 2017. The services were valued at $11.34 per share based on the closing share price on the date of issuance. The total cost of $2.3 million is being amortized on a straight-line basis over the three-month service period to general and administrative expenses in the Condensed Consolidated Statements of Operations. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 10 — INCOME TAXES As of March 31, 2017, Tellurian Investments had net operating loss (“NOL”) carry forwards for both financial reporting purposes and for federal, state and international income tax reporting purposes. The Company has established a full valuation allowance against its NOLs and has not recorded a net liability for federal, state and international income taxes in any of the periods included in the accompanying financial statements. Our Condensed Consolidated Statements of Operations for the three-month periods ended March 31, 2017, and 2016 include no income tax benefits. Prior to the Merger, Magellan had fully-valued deferred tax assets of $45.9 million related to NOL carry forwards available to reduce U.S. federal taxable income in future tax years. The Merger may have resulted in an ownership change under Section 382 of the Internal Revenue Code (the “Code”), potentially limiting our ability to use Magellan’s NOL carry forwards in future taxable years for U.S. federal income tax purposes. These limitations may affect the timing of when these NOL carryforwards can be used which, in turn, may impact the timing of when cash is used to pay the taxes of Tellurian. In addition, Tellurian’s ability to use Magellan’s NOL carry forwards will be dependent on Tellurian’s ability to generate taxable income. Some portion of the NOL carryforwards could expire before Tellurian generates sufficient taxable income. Tellurian has not yet determined the resulting limitation that may impact utilization of Magellan’s NOL carry forwards against future periods. Magellan was historically subject to tax in the U.S. and various state and foreign jurisdictions. Following the Merger, the Company remains subject to periodic audits and reviews by taxing authorities; however, we do not expect that these audits will have a material effect on the Company’s tax provision. Magellan’s federal tax returns for the years after June 30, 2013 remain open for examination. Tax authorities may have the ability to review and adjust net operating loss or tax credit carryforwards that were generated prior to these periods if utilized in an open tax year. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 11 — STOCKHOLDERS’ EQUITY 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 46 million shares of Tellurian common stock. Tellurian Preferred Stock On March 31, 2017, GE Oil & Gas, Inc. (“GE”), the holder of all 5.5 million 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 are substantially similar to those of the Tellurian Investments Preferred Shares. The Series B Preferred Stock is exchangeable at any time into shares of the Company’s common stock on a one-for-one Pursuant to the terms of the Series B Preferred Stock, so long as any shares of Series B Preferred Stock are outstanding, the Company may not (i) pay or declare any dividends on its equity securities or (ii) make any redemptions or repurchases of such secruities other than ordinary course repurchases or deemed repurchases occurring in connection with the vesting or exercise of compensatory equity awards and related tax withholding. If the holders of the Series B Preferred Stock have not converted such shares into Tellurian common stock on or before November 23, 2022, the shares will automatically be converted into Tellurian common stock on a one-for-one basis. Each conversion ratio is subject to customary anti-dilution adjustments. Embedded Derivative The ability of GE to exchange the Tellurian Investments Preferred Shares into shares of Series B Preferred Stock or into shares of Tellurian common stock following the Merger required the fair value of such features to be bifurcated from the contract and recognized as an embedded derivative until the Merger Date. The fair value of the embedded derivative was determined through the use of a model which utilizes certain observable inputs such as the price of Magellan common stock at various points in time and the volatility of Magellan common stock over an assumed half-year and one-year paid-in 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 period and year, respectively $ 6,544 $ 8,753 |
Net Loss Per Share Attributable
Net Loss Per Share Attributable To Common Stockholders | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable To Common Stockholders | NOTE 12 — NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS The following table summarizes the computation of basic and diluted loss per share (in thousands, except per-share Three Months Ended March 31, 2017 2016 Net loss attributable to common stockholders $ (141,349 ) $ (7,193 ) Basic weighted average common shares outstanding 154,213 44,393 Loss per share: Basic and diluted $ (0.92 ) $ (0.16 ) Basic loss per share is based upon the weighted average number of shares of common stock outstanding during the period. Diluted loss per share would include the effect of unvested restricted stock awards and the Series B Preferred Stock; however, such items were not considered in the calculation of the diluted weighted average common shares outstanding since they would be anti-dilutive. Potentially dilutive securities excluded from the calculation of diluted shares outstanding for each of the periods are shown below (in thousands): Three Months Ended 2017 2016 Unvested restricted shares 16,434 — Common shares issuable upon conversion of Series B Preferred Stock 5,468 — Total 21,902 — |
Other Comprehensive Loss
Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Other Comprehensive Loss | NOTE 13 — OTHER COMPREHENSIVE LOSS The following table is a reconciliation of our net loss to our comprehensive loss for the periods shown (in thousands): Successor Predecessor Three Months Ended March 31, Three Months 2017 2016 2016 Net loss $ (141,349 ) $ (7,193 ) $ (481 ) Other comprehensive income items: Unrealized holding loss on securities available-for-sale (60 ) — — Comprehensive loss $ (141,409 ) $ (7,193 ) $ (481 ) |
Recent Accounting Standards
Recent Accounting Standards | 3 Months Ended |
Mar. 31, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Standards | NOTE 14 — RECENT ACCOUNTING STANDARDS The following table provides a description of recent accounting standards that had not been adopted by the Company as of March 31, 2017: Standard Description Expected Date of Adoption Effect on our Condensed Consolidated Financial Statements or Other Significant Matters ASU 2014-09, Revenue from Contracts with Customers (Topic 606), and subsequent amendments thereto This standard amends existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard may be early adopted beginning January 1, 2017, and may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. January 1, 2018 The implementation of this new standard will not affect the amounts shown in our Condensed Consolidated Financial Statements and related disclosures as the Company currently has no revenues. ASU 2016-02, Leases (Topic 842) This standard requires a lessee to recognize leases on its balance sheet by recording a liability representing the obligation to make future lease payments and a right-of-use January 1, 2019 We are currently evaluating the impact of the provisions of this guidance on our Condensed Consolidated Financial Statements and related disclosures. Additionally, the following table provides a description of recent accounting standards that were adopted by the Company during the reporting period: Standard Description Date of Adoption Effect on our Condensed Consolidated Financial Statements or Other Significant Matters ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business This standard clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses by providing a screen to determine when an integrated set of assets or activities is not a business. This standard is effective for annual periods beginning after December 15, 2017, including interim periods within those periods, with early application permitted for transactions that have not been previously reported. January 1, 2017 The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. ASU 2017-04, Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment This standard eliminated Step 2 from the goodwill impairment test. Step 2 required entities to compute the implied fair value of goodwill if it was determined that the carrying amount of a reporting unit exceed its fair value. The goodwill impairment test now consists of comparing the fair value of a reporting unit with its carrying amount, and a company should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. This standard is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. January 1, 2017 The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15 — SUBSEQUENT EVENTS Bonini-Kettlety Lawsuit Settlement On May 23, 2016, Simon Bonini and Paul Kettlety (collectively, the “Plaintiffs”) filed a lawsuit against Tellurian Investments and Tellurian Services, along with each of Messrs. Martin Houston and Bowe Daniels and certain entities in which each of Messrs. Houston and Daniels own membership interests, as applicable (collectively, the “Defendants”), in the District Court of Harris County, Texas, alleging among other things, breach of contract, promissory estoppel, quantum meruit, fraud/fraudulent concealment, negligent misrepresentation, breach of fiduciary duty, usurpation/diversion of corporate opportunity, conversion, civil conspiracy and implied partnership. The Plaintiffs sought damages in excess of $168 million. On April 18, 2017, the Defendants entered into a Compromise Settlement Agreement and Mutual Release (the “Settlement Agreement”) with the Plaintiffs and the Plaintiffs’ counsel, Schiffer Odom Hicks & Johnson, PLLC, a Texas professional limited liability company (“Schiffer Odom”), in connection with the lawsuit. Pursuant to the Settlement Agreement, among other things, (i) Mr. Houston agreed to transfer a total of 2,000,000 shares of Tellurian common stock owned by Mr. Houston (the “Transferred Shares”) to the Plaintiffs and Schiffer Odom, comprised of 825,000 shares to each of the Plaintiffs and 350,000 shares to Schiffer Odom, (ii) the Company agreed to file a prospectus supplement with respect to the resales of the Transferred Shares by the Plaintiffs and Schiffer Odom and (iii) the Plaintiffs released all claims against the Defendants. On April 20, 2017, Mr. Houston transferred the Transferred Shares to the Plaintiffs and Schiffer Odom, and the Company filed a prospectus supplement with respect to the resales of the Transferred Shares by the Plaintiffs and Schiffer Odom. Pre-emptive Rights Agreement On May 10, 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. |
Merger and Acquisition (Tables)
Merger and Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Total Consideration Exchanged | The total consideration exchanged was as follows (in thousands, except share and per-share 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 |
Schedule of Preliminary Purchase Price Allocation to Assets Acquired and Liabilities Assumed in Transaction | The preliminary purchase price allocation to assets acquired and liabilities assumed in the transaction was as follows (in thousands): Fair Value of Assets Acquired: Cash $ 56 Securities available for sale 1,111 Other current assets 93 Unproved properties 13,000 Wells in progress 332 Leasehold improvements 67 Other long-term assets 19 Total assets acquired 14,678 Fair Value of Liabilities Assumed: Accounts payable and other liabilities 4,393 Notes payable 8 Total liabilities assumed 4,401 Total net assets acquired 10,277 Goodwill as a result of the Merger $ 77,592 |
Schedule of Unaudited Pro Forma Results | The following table provides unaudited pro forma results for the three months ended March 31, 2017 and March 31, 2016, as if the Merger occurred and Parallax Services had been acquired as of January 1, 2016 (in thousands, except per-share Three Months Ended March 31, 2017 2016 As Reported Pro Forma Pro Forma As Reported Pro Forma Pro Forma Revenues $ — $ — $ — $ — $ — $ — Net loss attributable to common stockholders (141,349 ) (3,742 )(a) (145,091 ) (7,193 ) (11,364 ) (a) (19,038 ) (481 ) (b) Net loss per basic share $ (0.92 ) $ (0.92 ) $ (0.16 ) $ (0.37 ) Basic and diluted weighted average common shares outstanding 154,213 157,618 44,393 50,878 (a) Adjustment for the historical net loss of Magellan and an increase in compensation expense associated with the addition of three new directors. The addition of the new directors was directly attributable to the Merger. (b) Adjustment for the historical net loss of Parallax Services prior to the acquisition. |
Prepaid and Other Current and23
Prepaid and Other Current and Non-Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Components of Prepaid Expenses and Other Current Assets | The components of prepaid expenses and other current assets consist of the following (in thousands): March 31, 2017 December 31, 2016 Prepaid professional services $ 1,628 $ — Deposits related to marketing activities 1,076 968 Insurance 623 67 Prepaid rent — 315 Other 892 614 Total prepaid expenses and current assets $ 4,219 $ 1,964 |
Schedule of Components of Other Non-current Assets | The components of other non-current March 31, 2017 December 31, 2016 Lease and purchase options $ 1,635 $ 1,345 Deposits related to marketing activities 654 551 Other 132 5 Total other non-current $ 2,421 $ 1,901 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment Comprised of Fixed Assets and Oil and Gas Properties | Property, plant and equipment is comprised of fixed assets and oil and gas properties, as shown below (in thousands): March 31, 2017 December 31, 2016 Fixed Assets Land $ 9,491 $ 9,491 Buildings 549 549 Leasehold improvements 1,838 602 Computer, office equipment and fixtures 437 420 Accumulated depreciation (129 ) (69 ) Total fixed assets, net 12,186 10,993 Oil and Gas Properties Unproved 13,000 — Wells in progress 332 — Total oil and gas properties 13,332 — Total property, plant and equipment, net $ 25,518 $ 10,993 |
Accounts Payable and Accrued 25
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Components of Accounts Payable and Accrued Liabilities | The components of accounts payable and accrued liabilities consist of the following (in thousands): March 31, 2017 December 31, 2016 Engineering, procurement and construction $ 851 $ 12,549 Payroll and compensation 8,512 6,311 Professional services (e.g. legal, audit) 4,363 2,323 Other 5,908 3,220 Total accounts payable and accrued liabilities $ 19,634 $ 24,403 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Summary of Changes in Fair Value for Embedded Derivative | The following table summarizes the changes in fair value for the embedded derivative (in thousands): February 10, 2017 December 31, 2016 Fair value at the beginning of period and initial fair value, respectively $ 8,753 $ 5,445 (Gain) loss on exchange feature (2,209 ) 3,308 Fair value at the end of period and year, respectively $ 6,544 $ 8,753 |
Net Loss Per Share Attributab27
Net Loss Per Share Attributable To Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table summarizes the computation of basic and diluted loss per share (in thousands, except per-share Three Months Ended March 31, 2017 2016 Net loss attributable to common stockholders $ (141,349 ) $ (7,193 ) Basic weighted average common shares outstanding 154,213 44,393 Loss per share: Basic and diluted $ (0.92 ) $ (0.16 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Potentially dilutive securities excluded from the calculation of diluted shares outstanding for each of the periods are shown below (in thousands): Three Months Ended 2017 2016 Unvested restricted shares 16,434 — Common shares issuable upon conversion of Series B Preferred Stock 5,468 — Total 21,902 — |
Other Comprehensive Loss (Table
Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Summary of Reconciliation of Net Loss to Comprehensive Loss | The following table is a reconciliation of our net loss to our comprehensive loss for the periods shown (in thousands): Successor Predecessor Three Months Ended March 31, Three Months 2017 2016 2016 Net loss $ (141,349 ) $ (7,193 ) $ (481 ) Other comprehensive income items: Unrealized holding loss on securities available-for-sale (60 ) — — Comprehensive loss $ (141,409 ) $ (7,193 ) $ (481 ) |
Recent Accounting Standards (Ta
Recent Accounting Standards (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Changes and Error Corrections [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 March 31, 2017: Standard Description Expected Date of Adoption Effect on our Condensed Consolidated Financial Statements or Other Significant Matters ASU 2014-09, Revenue from Contracts with Customers (Topic 606), and subsequent amendments thereto This standard amends existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard may be early adopted beginning January 1, 2017, and may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. January 1, 2018 The implementation of this new standard will not affect the amounts shown in our Condensed Consolidated Financial Statements and related disclosures as the Company currently has no revenues. ASU 2016-02, Leases (Topic 842) This standard requires a lessee to recognize leases on its balance sheet by recording a liability representing the obligation to make future lease payments and a right-of-use January 1, 2019 We are currently evaluating the impact of the provisions of this guidance on our Condensed Consolidated Financial Statements and related disclosures. |
Description of Recent Accounting Standards Adopted During Reporting Period | Additionally, the following table provides a description of recent accounting standards that were adopted by the Company during the reporting period: Standard Description Date of Adoption Effect on our Condensed Consolidated Financial Statements or Other Significant Matters ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business This standard clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses by providing a screen to determine when an integrated set of assets or activities is not a business. This standard is effective for annual periods beginning after December 15, 2017, including interim periods within those periods, with early application permitted for transactions that have not been previously reported. January 1, 2017 The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. ASU 2017-04, Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment This standard eliminated Step 2 from the goodwill impairment test. Step 2 required entities to compute the implied fair value of goodwill if it was determined that the carrying amount of a reporting unit exceed its fair value. The goodwill impairment test now consists of comparing the fair value of a reporting unit with its carrying amount, and a company should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. This standard is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. January 1, 2017 The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. |
Background and Basis of Prese30
Background and Basis of Presentation - Additional Information (Detail) | Mar. 31, 2017 |
Merger Agreement | |
Business Description And Basis Of Presentation [Line Items] | |
Exchange of shares, conversion ratio | 1.3 |
Merger and Acquisition - Schedu
Merger and Acquisition - Schedule of Total Consideration Exchanged (Detail) $ / shares in Units, $ in Thousands | Feb. 10, 2017USD ($)$ / sharesshares |
Business Combinations [Abstract] | |
Number of shares of Magellan common stock outstanding | shares | 5,985,042 |
Price per share of Magellan common stock | $ / shares | $ 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 - Sche32
Merger And Acquisition - Schedule of Preliminary Purchase Price Allocation to Assets Acquired and Liabilities Assumed in Transaction (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Feb. 10, 2017 | Dec. 31, 2016 |
Fair Value of Assets Acquired: | |||
Cash | $ 56 | ||
Securities available for sale | 1,111 | ||
Other current assets | 93 | ||
Unproved properties | 13,000 | ||
Wells in progress | $ 332 | 332 | |
Leasehold improvements | 67 | ||
Other long-term assets | 19 | ||
Total assets acquired | 14,678 | ||
Fair Value of Liabilities Assumed: | |||
Accounts payable and other liabilities | 4,393 | ||
Notes payable | 8 | ||
Total liabilities assumed | 4,401 | ||
Total net assets acquired | 10,277 | ||
Goodwill as a result of the Merger | $ 1,190 | $ 77,592 | $ 1,190 |
Merger and Acquisition - Additi
Merger and Acquisition - Additional Information (Detail) - USD ($) $ in Thousands | Feb. 10, 2017 | Apr. 09, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 77,592 | $ 1,190 | $ 1,190 | ||
Equity consideration valued | $ 87,869 | ||||
Net loss | (141,349) | $ (7,193) | |||
Parallax Services [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 1,200 | ||||
Equity consideration valued | $ 1,000 | ||||
Net loss | $ 300 |
Merger and Acquisition - Sche34
Merger and Acquisition - Schedule of Unaudited Pro Forma Results (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Business Acquisition [Line Items] | ||
Revenues | $ 0 | $ 0 |
Net loss attributable to common stockholders | $ (145,091) | $ (19,038) |
Net loss per basic share | $ (0.92) | $ (0.37) |
Basic and diluted weighted average common shares outstanding | 157,618 | 50,878 |
As Reported [Member] | ||
Business Acquisition [Line Items] | ||
Revenues | $ 0 | $ 0 |
Net loss attributable to common stockholders | $ (141,349) | $ (7,193) |
Net loss per basic share | $ (0.92) | $ (0.16) |
Basic and diluted weighted average common shares outstanding | 154,213 | 44,393 |
Pro Forma Adjustment [Member] | ||
Business Acquisition [Line Items] | ||
Revenues | $ 0 | $ 0 |
Net loss attributable to common stockholders | $ (3,742) | (11,364) |
Pro Forma Adjustment [Member] | Parallax Services [Member] | ||
Business Acquisition [Line Items] | ||
Net loss attributable to common stockholders | $ (481) |
Prepaid and Other Current and35
Prepaid and Other Current and Non-current Assets - Schedule of Components of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid professional services | $ 1,628 | |
Deposits related to marketing activities | 1,076 | $ 968 |
Insurance | 623 | 67 |
Prepaid rent | 315 | |
Other | 892 | 614 |
Total prepaid expenses and current assets | $ 4,219 | $ 1,964 |
Prepaid and Other Current and36
Prepaid and Other Current and Non-current Assets - Schedule of Components of Other Non-current Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Other Assets, Noncurrent [Abstract] | ||
Lease and purchase options | $ 1,635 | $ 1,345 |
Deposits related to marketing activities | 654 | 551 |
Other | 132 | 5 |
Total other non-current assets | $ 2,421 | $ 1,901 |
Prepaid and Other Current and37
Prepaid and Other Current and Non-current Assets - Additional Information (Detail) - Renewal_Options | Mar. 31, 2017 | Mar. 31, 2017 |
Operating Leased Assets [Line Items] | ||
Term of lease | 4 years | |
Term of lease extension | 20 years | |
Term of lease renewals | 5 years | |
Number of renewal options for operating leases | 6 | |
Texas [Member] | ||
Operating Leased Assets [Line Items] | ||
Term of lease | 10 years | |
Maximum [Member] | ||
Operating Leased Assets [Line Items] | ||
Term of lease | 60 years |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||
Note receivable due from related party | $ 251 | $ 251 |
Houston [Member] | ||
Related Party Transaction [Line Items] | ||
Note receivable due from related party | 251 | |
Letter of credit | 500 | |
Law Firm [Member] | ||
Related Party Transaction [Line Items] | ||
Legal fees | $ 534 |
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 | Mar. 31, 2017 | Feb. 10, 2017 | Dec. 31, 2016 |
Fixed Assets | |||
Accumulated depreciation | $ (129) | $ (69) | |
Total fixed assets, net | 12,186 | 10,993 | |
Oil and Gas Properties | |||
Unproved | 13,000 | ||
Wells in progress | 332 | $ 332 | |
Total oil and gas properties | 13,332 | ||
Total property, plant and equipment, net | 25,518 | 10,993 | |
Land [Member] | |||
Fixed Assets | |||
Fixed assets, gross | 9,491 | 9,491 | |
Buildings [Member] | |||
Fixed Assets | |||
Fixed assets, gross | 549 | 549 | |
Leasehold Improvements [Member] | |||
Fixed Assets | |||
Fixed assets, gross | 1,838 | 602 | |
Computer, Office Equipment and Fixtures [Member] | |||
Fixed Assets | |||
Fixed assets, gross | $ 437 | $ 420 |
Property, Plant and Equipment40
Property, Plant and Equipment - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Development Expenses [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 60,000 | $ 0 |
Australia [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Reserves | 0 | |
Depletion | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - Seismic Agreement [Member] $ in Thousands | Mar. 31, 2017USD ($) |
Other Commitments [Line Items] | |
Total commitment | $ 5,800 |
Accrued liability | $ 233 |
Accounts Payable and Accrued 42
Accounts Payable and Accrued Liabilities - Schedule of Components of Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Engineering, procurement and construction | $ 851 | $ 12,549 |
Payroll and compensation | 8,512 | 6,311 |
Professional services (e.g. legal, audit) | 4,363 | 2,323 |
Other | 5,908 | 3,220 |
Total accounts payable and accrued liabilities | $ 19,634 | $ 24,403 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based compensation expense for vested shares employees and directors | $ | $ 17,800 |
Total grant date fair value | $ | 21,165 |
Settlement of Bonuses Accrued at December 31, 2016 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based compensation expense for vested shares employees and directors | $ | $ 2,000 |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average grant date fair value per share | $ / shares | $ 12.62 |
Final Investment Decision ("FID Awards") [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total grant date fair value | $ | $ 65,300 |
Awards outstanding | 5,200,000 |
2016 Omnibus Compensation Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of common stock authorized for issuance | 40,000,000 |
Maximum number of common shares granted to an employee | 10,000,000 |
2016 Omnibus Compensation Incentive Plan [Member] | Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares granted | 3,900,000 |
2016 Omnibus Incentive Plan ("Legacy Plan") [Member] | Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares granted | 14,900,000 |
Share-Based Payments - Addition
Share-Based Payments - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 17, 2017 | Feb. 28, 2017 | Mar. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock shares issued on merger, value | $ 87,923 | ||
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 | ||
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 |
Common stock shares issued on merger, value | $ 1,300 | $ 5,800 | $ 1,390 |
2016 Omnibus Compensation Incentive Plan [Member] | |||
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 (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefits | $ 0 | $ 0 |
Deferred tax assets | $ 45,900 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Jan. 31, 2017 | Dec. 31, 2016 | |
Class of Stock [Line Items] | |||
Number of shares issued | 203,915 | 109,609 | |
Shares issued value | $ 1,874 | $ 101 | |
Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Number of shares converted | 1 | ||
Series B convertible preferred stock, terms of conversion | 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 are substantially similar to those of the Tellurian Investments Preferred Shares. The Series B Preferred Stock is 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. | ||
Series B preferred stock, dividend terms | Pursuant to the terms of the Series B Preferred Stock, so long as any shares of Series B Preferred Stock are outstanding, the Company may not pay or declare any dividends on its equity securities | ||
Series B preferred stock, redemption terms | Pursuant to the terms of the Series B Preferred Stock, so long as any shares of Series B Preferred Stock are outstanding, the Company may not make any redemptions or repurchases of such secruities other than ordinary course repurchases or deemed repurchases occurring in connection with the vesting or exercise of compensatory equity awards and related tax withholding. | ||
TOTAL Delaware Inc [Member] | |||
Class of Stock [Line Items] | |||
Number of shares issued | 35,400,000 | ||
Shares issued value | $ 207,000 | ||
Shares exchanged for issue of common stock | 46,000,000 | ||
GE Oil & Gas, Inc. [Member] | Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Number of shares converted | 5,500,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Changes in Fair Value for Embedded Derivative (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Feb. 10, 2017 | Dec. 31, 2016 | |
Embedded Derivative [Abstract] | ||
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 period and year, respectively | $ 6,544 | $ 8,753 |
Net Loss Per Share Attributab48
Net Loss Per Share Attributable To Common Stockholders - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to common stockholders | $ (141,349) | $ (7,193) |
Basic weighted average common shares outstanding | 154,213 | 44,393 |
Loss per share: | ||
Basic and diluted | $ (0.92) | $ (0.16) |
Net Loss Per Share Attributab49
Net Loss Per Share Attributable To Common Stockholders - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) shares in Thousands | 3 Months Ended |
Mar. 31, 2017shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potentially dilutive securities excluded from the calculation of diluted shares outstanding | 21,902 |
Restricted Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potentially dilutive securities excluded from the calculation of diluted shares outstanding | 16,434 |
Convertible Preferred Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potentially dilutive securities excluded from the calculation of diluted shares outstanding | 5,468 |
Other Comprehensive Loss - Summ
Other Comprehensive Loss - Summary of Reconciliation of Net Loss to Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Other Comprehensive Income Loss [Line Items] | ||
Net loss | $ (141,349) | $ (7,193) |
Other comprehensive income items: | ||
Unrealized holding loss on securities available-for-sale | (60) | |
Comprehensive loss | $ (141,409) | (7,193) |
Predecessor [Member] | ||
Other Comprehensive Income Loss [Line Items] | ||
Net loss | (481) | |
Other comprehensive income items: | ||
Comprehensive loss | $ (481) |
Recent Accounting Standards - D
Recent Accounting Standards - Description of Recent Accounting Standards, Not been Adopted (Detail) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Standards Update 2014-09 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Description of recent accounting standards | This standard amends existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard may be early adopted beginning January 1, 2017, and may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. |
Expected Date of Adoption | Jan. 1, 2018 |
Effect on Condensed Consolidated Financial Statements or Other Significant Matters | Effect on our Condensed Consolidated Financial Statements or Other Significant Matters The implementation of this new standard will not affect the amounts shown in our Condensed Consolidated Financial Statements and related disclosures as the Company currently has no revenues. |
Accounting Standards Update 2016-02 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Description of recent accounting standards | This standard requires a lessee to recognize leases on its balance sheet by recording a liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This standard may be early adopted and must be adopted using a modified retrospective approach with certain available practical expedients. |
Expected Date of Adoption | Jan. 1, 2019 |
Effect on Condensed Consolidated Financial Statements or Other Significant Matters | We are currently evaluating the impact of the provisions of this guidance on our Condensed Consolidated Financial Statements and related disclosures. |
Recent Accounting Standards -52
Recent Accounting Standards - Description of Recent Accounting Standards Adopted During Reporting Period (Detail) - New Accounting Pronouncement, Early Adoption, Effect [Member] | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Standards Update 2017-01 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Description of recent accounting standards | This standard clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses by providing a screen to determine when an integrated set of assets or activities is not a business. This standard is effective for annual periods beginning after December 15, 2017, including interim periods within those periods, with early application permitted for transactions that have not been previously reported. |
Date Of Adoption | Jan. 1, 2017 |
Effect on Condensed Consolidated Financial Statements or Other Significant Matters | Effect on our Condensed Consolidated Financial Statements or Other Significant Matters The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. |
Accounting Standards Update 2017-04 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Description of recent accounting standards | This standard eliminated Step 2 from the goodwill impairment test. Step 2 required entities to compute the implied fair value of goodwill if it was determined that the carrying amount of a reporting unit exceed its fair value. The goodwill impairment test now consists of comparing the fair value of a reporting unit with its carrying amount, and a company should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. This standard is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. |
Date Of Adoption | Jan. 1, 2017 |
Effect on Condensed Consolidated Financial Statements or Other Significant Matters | The adoption of this guidance did not have a material impact on our Condensed Consolidated Financial Statements or disclosures. |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Millions | Apr. 18, 2017 | May 23, 2016 | Mar. 31, 2017 |
Subsequent Event [Line Items] | |||
Loss contingency lawsuit filing date | May 23, 2016 | ||
Plaintiff sought damage value | $ 168 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Settlement agreement date | April 18, 2017 | ||
Tellurian [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Transfer of shares for claim settlement | 2,000,000 | ||
Plaintiff [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Transfer of shares for claim settlement | 825,000 | ||
Schiffer Odom [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Transfer of shares for claim settlement | 350,000 |