Cover
Cover - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 14, 2020 | Jun. 28, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-5507 | ||
Entity Registrant Name | Tellurian Inc. | ||
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 | ||
Title of 12(b) Security | Common stock, par value $0.01 per share | ||
Trading Symbol | TELL | ||
Security Exchange Name | NASDAQ | ||
Entity Well Known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 736,016 | ||
Entity Common Stock, Shares Outstanding | 244,301,126 | ||
Documents Incorporated by Reference | Portions of the definitive proxy statement related to the 2020 annual meeting of stockholders, to be filed within 120 days after December 31, 2019, are incorporated by reference in Part III of this annual report on Form 10-K. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0000061398 | ||
Current Fiscal Year End Date | --12-31 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 64,615 | $ 133,714 |
Accounts receivable | 5,006 | 1,498 |
Accounts receivable due from related parties | 1,316 | 1,316 |
Prepaid expenses and other current assets | 11,298 | 3,906 |
Total current assets | 82,235 | 140,434 |
Property, plant and equipment, net | 153,040 | |
Property, plant and equipment, net | 130,580 | |
Deferred engineering costs | 106,425 | 69,000 |
Non-current restricted cash | 3,867 | 49,875 |
Other non-current assets | 36,755 | 18,659 |
Total assets | 382,322 | 408,548 |
Current liabilities: | ||
Accounts payable | 21,048 | 11,597 |
Accrued and other liabilities | 33,003 | 41,173 |
Senior secured term loan | 78,528 | 0 |
Total current liabilities | 132,579 | 52,770 |
Senior secured term loan | 58,121 | 57,048 |
Other non-current liabilities | 25,337 | 796 |
Total long-term liabilities | 83,458 | 57,844 |
Commitments and contingencies (Note 11) | ||
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, 400,000,000 authorized: 242,207,522 and 240,655,607 shares outstanding, respectively | 2,211 | 2,195 |
Additional paid-in capital | 769,639 | 749,537 |
Accumulated deficit | (605,626) | (453,859) |
Total stockholders’ equity | 166,285 | 297,934 |
Total liabilities and stockholders’ equity | $ 382,322 | $ 408,548 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues: | |||
Total revenue | $ 28,774 | $ 10,286 | $ 5,441 |
Operating costs and expenses: | |||
Cost of sales | 7,071 | 6,115 | 7,565 |
Development expenses | 59,629 | 44,034 | 59,498 |
Depreciation, depletion and amortization | 20,446 | 1,567 | 479 |
General and administrative expenses | 87,487 | 81,777 | 98,874 |
Impairment charge and loss on transfer of assets | 0 | 4,513 | 0 |
Goodwill impairment | 0 | 0 | 77,592 |
Total operating costs and expenses | 174,633 | 138,006 | 244,008 |
Loss from operations | (145,859) | (127,720) | (238,567) |
Gain on preferred stock exchange feature | 0 | 0 | 2,209 |
Interest income (expense), net | (16,355) | 1,574 | 1,022 |
Other income, net | 10,447 | 211 | 4,062 |
Total loss before income taxes | (151,767) | (125,935) | (231,274) |
Income tax benefit (provision) | 0 | 190 | (185) |
Net loss | $ (151,767) | $ (125,745) | $ (231,459) |
Net loss per common share: | |||
Basic and diluted (in dollars per share) | $ (0.69) | $ (0.59) | $ (1.23) |
Weighted average shares outstanding: | |||
Basic and diluted (in shares) | 218,548 | 211,574 | 188,536 |
Natural gas sales | |||
Revenues: | |||
Total revenue | $ 28,774 | $ 4,423 | $ 503 |
LNG sales | |||
Revenues: | |||
Total revenue | 0 | 2,689 | 3,273 |
Other LNG revenue | |||
Revenues: | |||
Total revenue | $ 0 | $ 3,174 | $ 1,665 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Series A preferred stock | Series B preferred stock | Series C Preferred Stock | Exchange from Series B to common stock | Common Stock | Common StockCommon Stock | Common StockExchange from Series B to common stock | Treasury Stock | Preferred Stock | Preferred StockSeries A preferred stock | Preferred StockConvertible preferred stock | Preferred StockSeries B preferred stock | Preferred StockSeries C Preferred Stock | Preferred StockExchange from Series B to common stock | Additional Paid-in Capital | Additional Paid-in CapitalCommon Stock | Additional Paid-in CapitalSeries B preferred stock | Additional Paid-in CapitalSeries C Preferred Stock | Accumulated Deficit | ||||
Beginning balance at Dec. 31, 2016 | $ 5,599 | $ 101 | $ 0 | $ 0 | $ 5 | $ 102,148 | $ (96,655) | ||||||||||||||||||
Beginning balance, shares at Dec. 31, 2016 | 109,609,000 | 0 | 0 | 5,468,000 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Merger adjustments | 87,923 | $ 1,390 | 86,533 | ||||||||||||||||||||||
Merger adjustments, shares | (51,540,000) | (1,209,000) | |||||||||||||||||||||||
Share-based compensation | 23,019 | $ 16 | 23,003 | ||||||||||||||||||||||
Share-based compensation, shares | 9,350,000 | ||||||||||||||||||||||||
Issuance of stock, shares | 46,373,000 | 5,468,000 | 5,468,000 | 5,468,000 | 5,468,000 | ||||||||||||||||||||
Issuance of stock | 311,924 | $ 465 | 311,459 | ||||||||||||||||||||||
Share-based payments | $ 21,165 | $ 17 | 21,148 | ||||||||||||||||||||||
Share-based payments, shares | 2,000,000 | 1,700,000 | |||||||||||||||||||||||
Reclass of embedded derivative | $ 6,544 | 6,544 | |||||||||||||||||||||||
Treasury stock | (828) | $ (828) | |||||||||||||||||||||||
Treasury stock, shares | (82,000) | ||||||||||||||||||||||||
Retirement of treasury stock, par value | $ (1) | ||||||||||||||||||||||||
Retirement of treasury stock, cost | 0 | $ 828 | (827) | ||||||||||||||||||||||
Retirement of treasury stock, shares | (1,291,000) | 1,291,000 | |||||||||||||||||||||||
Exchange from/to preferred stock | $ (5) | $ 5 | $ 0 | $ 55 | $ (5) | $ 55 | $ (55) | $ (50) | |||||||||||||||||
Net loss | (231,459) | (231,459) | |||||||||||||||||||||||
Ending balance at Dec. 31, 2017 | 223,887 | $ 2,043 | $ 0 | $ 0 | $ 0 | 549,958 | (328,114) | ||||||||||||||||||
Ending balance, shares at Dec. 31, 2017 | 222,749,000 | 0 | 0 | 0 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Share-based compensation | [1] | $ 20,116 | $ 17 | 20,099 | |||||||||||||||||||||
Share-based compensation, shares | [1] | 4,407,000 | |||||||||||||||||||||||
Issuance of stock, shares | 13,500,000 | 6,124,000 | |||||||||||||||||||||||
Issuance of stock | $ 129,710 | $ 49,966 | $ 135 | $ 61 | $ 129,575 | $ 49,905 | |||||||||||||||||||
Share-based payments, shares | 0 | ||||||||||||||||||||||||
Net loss | $ (125,745) | (125,745) | |||||||||||||||||||||||
Ending balance at Dec. 31, 2018 | 297,934 | $ 2,195 | $ 0 | $ 61 | $ 0 | 749,537 | (453,859) | ||||||||||||||||||
Ending balance, shares at Dec. 31, 2018 | 240,656,000 | 0 | 6,124,000 | 0 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Share-based compensation | 15,949 | [2] | $ 15 | [1] | 15,934 | [2] | |||||||||||||||||||
Share-based compensation, shares | [2] | 1,352,000 | |||||||||||||||||||||||
Share-based payments | $ 869 | $ 1 | 868 | ||||||||||||||||||||||
Share-based payments, shares | 0 | 200,000 | |||||||||||||||||||||||
Issuance of common stock purchase warrant | $ 3,300 | 3,300 | |||||||||||||||||||||||
Net loss | (151,767) | (151,767) | |||||||||||||||||||||||
Ending balance at Dec. 31, 2019 | $ 166,285 | $ 2,211 | $ 0 | $ 61 | $ 0 | $ 769,639 | $ (605,626) | ||||||||||||||||||
Ending balance, shares at Dec. 31, 2019 | 242,208,000 | 0 | 6,124,000 | 0 | |||||||||||||||||||||
[1] | Includes settlement of 2017 bonus that was accrued for in December 2017. | ||||||||||||||||||||||||
[2] | Includes settlement of 2018 bonus that was accrued for in December 2018. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net loss | $ (151,767) | $ (125,745) | $ (231,459) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation, depletion and amortization | 20,446 | 1,567 | 479 |
Amortization of debt issuance costs, discounts and fees | 10,148 | 267 | 0 |
Share-based compensation | 4,238 | 5,126 | 23,019 |
Share-based payments | 869 | 0 | 19,397 |
Impairment charge and loss on transfer of assets | 0 | 4,513 | 0 |
Goodwill impairment | 0 | 0 | 77,592 |
Gain on sale of assets | (4,218) | 0 | 0 |
Gain on financial instruments not designated as hedges | (3,443) | 0 | 0 |
Gain on Series A convertible preferred stock exchange feature | 0 | 0 | (2,209) |
Gain on sale of securities | 0 | 0 | (3,481) |
Other | (459) | 0 | 0 |
Net changes in working capital (Note 18) | 11,178 | 10,520 | 7,433 |
Net cash used in operating activities | (113,008) | (103,752) | (109,229) |
Cash flows from investing activities: | |||
Cash received in acquisition | 0 | 0 | 56 |
Acquisition and development of natural gas properties | (45,354) | (8,356) | (90,099) |
Deferred engineering costs | (25,997) | (10,000) | (9,000) |
Proceeds from sale of assets | 8,140 | 167 | 0 |
Purchase of property - land (Note 18) | (180) | (3,498) | 0 |
Purchase of property and equipment | (2,552) | 0 | (1,114) |
Proceeds from sale of available-for-sale securities | 0 | 0 | 4,592 |
Net cash used in investing activities | (65,943) | (21,687) | (95,565) |
Cash flows from financing activities: | |||
Proceeds from borrowing under term loan | 75,000 | 59,400 | 0 |
Payments of term loan financing costs | (2,246) | (2,621) | 0 |
Proceeds from the issuance of common stock | 0 | 133,800 | 318,204 |
Tax payments for net share settlement of equity awards (Note 18) | (6,686) | (5,734) | (828) |
Payments of finance lease principal | (2,224) | ||
Equity offering costs | 0 | (4,090) | (5,707) |
Net cash provided by financing activities | 63,844 | 180,755 | 311,669 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (115,107) | 55,316 | 106,875 |
Cash and cash equivalents, beginning of period | 183,589 | 128,273 | 21,398 |
Cash, cash equivalents and restricted cash, end of period | 68,482 | 183,589 | 128,273 |
Supplementary disclosure of cash flow information: | |||
Interest paid | $ (8,414) | $ (1,174) | $ 0 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Tellurian Inc., a Delaware corporation based in Houston, Texas (“Tellurian”), plans to develop, own and operate a global natural gas business and to deliver natural gas to customers worldwide. Tellurian is developing a portfolio of natural gas production, LNG marketing, and infrastructure assets including an LNG terminal facility (the “Driftwood terminal”) and an associated pipeline (the “Driftwood pipeline”) in southwest Louisiana. Tellurian intends to develop the Driftwood pipeline as part of what we refer to as the “Pipeline Network.” In addition to the Driftwood pipeline, the Pipeline Network is expected to include two pipelines, the Haynesville Global Access Pipeline and the Permian Global Access Pipeline, both of which are currently in the early stages of development. The Driftwood terminal, the Pipeline Network and certain natural gas production assets are referred to collectively as the “Driftwood Project.” On February 10, 2017 (the “Merger Date”), Tellurian Investments Inc. (“Tellurian Investments”) completed a merger (the “Merger”) with a subsidiary of Magellan Petroleum Corporation (“Magellan”). Magellan changed its corporate name to Tellurian Inc. shortly after completing the Merger. The Merger was accounted for as a “reverse acquisition,” with Tellurian Investments being treated as the accounting acquirer. Subsequent to the Merger Date, the consolidated information relates to the consolidated entities of Tellurian Inc., with Magellan reflected as the accounting acquiree. In connection with the Merger, each issued and outstanding share of Tellurian Investments common stock was exchanged for 1.3 shares of Magellan common stock. All share and per share amounts in the Consolidated Financial Statements and related notes have been retroactively adjusted for all periods presented to give effect to this exchange, including reclassifying an amount equal to the change in par value of common stock from additional paid-in capital. Except where the context indicates otherwise, (i) references to “we,” “us,” “our,” “Tellurian” or the “Company” refer, for periods prior to the completion of the Merger, to Tellurian Investments and its subsidiaries, and for periods following the completion of the Merger, to Tellurian Inc. and its subsidiaries and (ii) references to “Magellan” refer to Tellurian Inc. and its subsidiaries prior to the completion of the Merger. Basis of Presentation Our Consolidated Financial Statements were prepared in accordance with GAAP. The Consolidated Financial Statements include the accounts of Tellurian Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Liquidity Our Consolidated Financial Statements were 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 Consolidated Financial Statements, we have generated losses from operations, negative cash flows from operations, and have an accumulated deficit. We have not yet established an ongoing source of revenues sufficient to cover our operating costs. In addition, and as discussed in Note 10, Borrowings , the 2019 Term Loan, is scheduled to mature on May 23, 2020. We do not have sufficient cash on hand or available liquidity that can be utilized to repay the 2019 Term Loan or fund future operations. However, we are permitted to extend the May 23, 2020 maturity date for up to twelve months upon the satisfaction of certain conditions, which have not yet been satisfied. We are also planning to generate proceeds from various potential financing transactions, such as issuances of equity, equity-linked and debt securities or similar transactions, including our at-the-market program and have determined it is probable that such proceeds will satisfy our obligations and fund working capital needs for at least twelve months following the issuance of the financial statements. Segments Management allocates resources and assesses financial performance on a consolidated basis. As such, for the purposes of financial reporting under GAAP during the years ended December 31, 2019, 2018 and 2017, the Company operated as a single operating segment. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. Management evaluates its estimates and related assumptions on a regular basis. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. Fair Value The Company uses three levels of the fair value hierarchy of inputs to measure the fair value of an asset or a liability. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are inputs other than quoted prices included within Level 1 that are directly or indirectly observable for the asset or liability. Level 3 inputs are inputs that are not observable in the market. Goodwill The Company tests goodwill at the reporting unit level for impairment on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Revenue Recognition For the sale of commodities, we consider the delivery of each unit (MMBtu) to be a separate performance obligation that is satisfied upon delivery. These contracts are either fixed price contracts or contracts with a fixed differential to an index price, both of which are deemed fixed consideration that is allocated to each performance obligation and represents the relative standalone selling price basis. Purchases and sales of LNG inventory with the same counterparty that are entered into in contemplation of one another (including buy/sell arrangements) are combined and recorded on a net basis and reported in “LNG sales” on the Consolidated Statements of Operations. For such LNG sales, we require payment within 10 days from delivery. Other LNG revenue represents revenue earned from sub-charter agreements and is accounted for outside of ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . The performance obligations for the sale of natural gas and LNG are satisfied at a point in time because the customer obtains control and legal title of the asset when the natural gas or LNG is delivered to the designated sales point. We exclude all taxes from the measurement of the transaction price. Cash, Cash Equivalents and Restricted Cash We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements are recorded in Non-current restricted cash on our Consolidated Balance Sheets. Concentration of Cash We maintain cash balances and restricted cash at financial institutions, which may, at times, be in excess of federally insured levels. We have not incurred losses related to these balances to date. Derivative Instruments We use derivative instruments to hedge our exposure to cash flow variability from commodity price risk. Derivative instruments are recorded at fair value and included in our Consolidated Balance Sheets as assets or liabilities, depending on the derivative position and the expected timing of settlement, unless they satisfy the criteria for and we elect the normal purchases and sales exception. Changes in the fair value of our derivative instruments are recorded in earnings, and, at present, we have elected not to apply hedge accounting. See Note 8, Financial Instruments , for additional details about our derivative instruments. Property, Plant and Equipment Natural gas development and production activities are accounted for using the successful efforts method of accounting. Costs incurred to acquire a property (whether proved or unproved) are capitalized when incurred. Costs to develop proved reserves are capitalized and we deplete our natural gas reserves using the units-of-production method. Fixed assets are recorded at cost. We depreciate our property, plant and equipment, excluding land, using the straight-line depreciation method over the estimated useful life of the asset. Upon retirement or other disposition of property, plant and equipment, the cost and related accumulated depreciation are removed, and the resulting gains or losses are recorded in our Consolidated Statements of Operations. Management tests property, plant and equipment for impairment whenever there are indicators that the carrying amount of property, plant and equipment might not be recoverable. Accounting for LNG Development Activities As we have been in the preliminary stage of developing the Driftwood terminal, substantially all the costs related to such activities have been expensed. These costs primarily include professional fees associated with FEED studies and applying to FERC for authorization to construct our terminal and other required permitting for the Driftwood Project. Costs incurred in connection with a project to develop the Driftwood terminal shall generally be treated as development expenses until the project has reached the notice-to-proceed state (“NTP State”) and the following criteria (the “NTP Criteria”) have been achieved: (i) regulatory approval has been received, (ii) financing for the project has been secured and (iii) management has committed to commence construction. In addition to the above, certain costs incurred prior to achieving the NTP State will be capitalized though the NTP Criteria have not been met. Costs to be capitalized prior to achieving the NTP State include land purchase costs, land improvement costs, costs associated with preparing the facility for use and any fixed structure construction costs (fence, storage areas, drainage, etc.). Furthermore, activities directly associated with detailed engineering and/or facility designs shall be capitalized. For additional details regarding capitalized amounts, please refer to Note 6, Deferred Engineering Costs . Debt Discounts, fees and expenses incurred with the issuance of debt are amortized over the term of the debt. These amounts are presented as a reduction of senior secured term loans on the accompanying Consolidated Balance Sheets. See Note 10, Borrowings , for additional details about our senior secured term loans. Leases We adopted ASU 2016-02, Leases (Topic 842) , on January 1, 2019, utilizing the optional transition approach to apply the standard at the beginning of the first quarter of 2019 with no retrospective adjustment to prior periods. In addition, we elected the transition package of practical expedients upon adoption which, among other things, allowed us not to reassess the historical lease classification. For additional details, refer to Note 17, Leases . Share-Based Compensation Share-based compensation transactions are measured based on the grant-date estimated fair value. For awards containing only service conditions or performance conditions deemed probable of occurring, the fair value is recognized as expense over the requisite service period using the straight-line method. We recognize compensation cost for awards with performance conditions if and when we conclude that it is probable that the performance condition will be achieved. For awards where the performance or market condition is not considered probable, compensation cost is not recognized until the performance or market condition becomes probable. We reassess the probability of vesting at each reporting period for awards with performance conditions and adjust compensation cost based on our probability assessment. We recognize forfeitures as they occur. Income Taxes We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the financial statement and tax basis of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to be realized or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider current and historical financial results, expectations for future taxable income and the availability of tax planning strategies that can be implemented, if necessary, to realize deferred tax assets. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we will make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. Net Loss Per Share (EPS) Basic net loss per share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share reflects potential dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued and were dilutive. |
MERGER
MERGER | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
MERGER | NOTE 2 — MERGER The Merger As discussed in Note 1 , Basis of Presentation and Summary of Significant Accounting Policies , Tellurian Investments merged with a subsidiary of Magellan on February 10, 2017. The Merger has been accounted for as a “reverse acquisition,” with Tellurian Investments being treated as the accounting acquirer using the acquisition method. The total consideration exchanged was as follows (in thousands, except share and per-share amounts): Number of shares of Magellan common stock outstanding (1) 5,985,042 Price per share of Magellan common stock (2) $ 14.21 Aggregate value of Tellurian common stock issued $ 85,048 Fair value of stock options (3) 2,821 Net purchase consideration to be allocated $ 87,869 (1) The number of shares of Magellan common stock issued and outstanding as of February 9, 2017. (2) The closing price of Magellan common stock on the Nasdaq on February 9, 2017. (3) The estimated fair value of Magellan stock options for pre-Merger services rendered. We utilized estimated fair values at the Merger Date for the allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed. The purchase price allocation to assets acquired and liabilities assumed in the Merger was as follows (in thousands): Fair Value of Assets Acquired: Cash $ 56 Securities available-for-sale 1,111 Other current assets 93 Unproved properties 13,000 Wells in progress 332 Land, buildings and equipment, net 67 Other long-term assets 19 Total assets acquired 14,678 Fair Value of Liabilities Assumed: Accounts payable and other liabilities 4,393 Notes payable 8 Total liabilities assumed 4,401 Total net assets acquired 10,277 Goodwill as a result of the Merger $ 77,592 We valued our interests acquired in unproved oil and gas properties using a market approach based on commercial negotiations and bids received for the interests (see Note 5 , Property, Plant and Equipment , for more information about the properties). The fair value of other property, plant and equipment and wells in progress was determined to be the carrying value of Magellan. Securities available-for-sale were valued based on quoted market prices. The carrying values of cash, other current assets, accounts payable and accrued liabilities and other non-current assets and liabilities approximated fair value at the Merger Date. The Company has determined that such fair value measures for the overall allocation are classified as Level 3 in the fair value hierarchy. Goodwill recognized as a result of the Merger totaled approximately $77.6 million , none of which is deductible for income tax purposes. Subsequent to the Merger, the Company determined that there is no evidence that we will recover the value of this goodwill and an impairment expense of approximately $77.6 million was recognized during the year ended December 31, 2017. For purposes of determining the goodwill impairment, we utilized qualitative factors as well as the fair values determined when allocating consideration as of the Merger Date. Pro Forma Results The following table provides unaudited pro forma results for the year ended December 31, 2017, as if the Merger occurred as of January 1, 2017 (in thousands, except per-share amounts): Pro forma net loss $ (235,201 ) Pro forma net loss per basic share $ (1.24 ) Pro forma basic and diluted weighted average common shares outstanding 189,246 The unaudited pro forma results include adjustments for the historical net loss of Magellan as well as an increase in compensation expense associated with the addition of three new directors. The pro forma information is provided for informational purposes only and is not necessarily indicative of what Tellurian’s results of operations would have been if the Merger had occurred on January 1, 2017. Following the Merger Date, approximately $ 0.8 million of net loss related to the acquired activities has been included in our Consolidated Financial Statements. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 3 — PREPAID EXPENSES AND OTHER CURRENT ASSETS The components of prepaid expenses and other current assets consist of the following (in thousands): December 31, 2019 2018 Prepaid expenses $ 1,234 $ 2,279 Deposits 364 1,336 Future proceeds from sale of Magellan Petroleum UK (Note 5) 1,384 — Tradable equity securities (Note 5) 5,069 — Derivative asset, net - current (Note 8) 3,121 — Other current assets 126 291 Total prepaid expenses and other current assets $ 11,298 $ 3,906 |
TRANSACTIONS WITH RELATED PARTI
TRANSACTIONS WITH RELATED PARTIES | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
TRANSACTIONS WITH RELATED PARTIES | NOTE 4 — TRANSACTIONS WITH RE L ATED PARTIES Accounts Receivable due from Related Parties Tellurian’s accounts receivable due from related parties primarily consists of tax indemnities from employees who received share-based compensation in 2016. Other A member of our board of directors is a partner at a law firm that has provided legal services to the Company. Fees incurred for such services were approximately $0.4 million , $0.1 million and $0.7 million |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 5 — PROPERTY, PLANT AND E QUIPMENT Property, plant and equipment is comprised of fixed assets and natural gas properties, as shown below (in thousands): December 31, 2019 2018 Land $ 13,808 $ 13,276 Proved properties 142,494 101,459 Unproved properties — 10,204 Wells in progress 57 4,660 Corporate and other 5,285 2,905 Total property, plant and equipment, at cost 161,644 132,504 Right of use asset — finance leases (Note 17) 13,437 — Accumulated depreciation and depletion (22,041 ) (1,924 ) Total property, plant and equipment, net $ 153,040 $ 130,580 Depreciation and depletion expenses for the years ended December 31, 2019 , 2018 and 2017 were approximately $20.4 million , $1.5 million and $0.5 million , respectively. Land We own land in Louisiana for the purpose of constructing the Driftwood Project. Proved Properties We own producing and non-producing acreage in northern Louisiana. Unproved Properties On September 10, 2019 (the “Sale Closing Date”), we sold our wholly-owned subsidiary, Magellan Petroleum (UK) Investments Holdings Limited (“Magellan Petroleum UK”), to a third party for approximately $14.8 million . The assets and liabilities of Magellan Petroleum UK consisted predominantly of non-operated interests in the Weald Basin, United Kingdom. As of December 31, 2019, we have received consideration of $6.2 million in cash and the equivalent of $7.4 million in the purchaser’s publicly traded equity securities (“Tradable Equity Securities”), which are measured at fair value and represent a Level 1 instrument in the fair value hierarchy. We are due to receive the remaining $1.2 million on or before March 31, 2020. The sale of Magellan Petroleum UK generated an overall gain of approximately $4.2 million , all of which has been recognized in the current period as Other income, net in our Consolidated Statements of Operations. |
DEFERRED ENGINEERING COSTS
DEFERRED ENGINEERING COSTS | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs [Abstract] | |
DEFERRED ENGINEERING COSTS | NOTE 6 — DEFERRED ENGINEERING COSTS Deferred engineering costs of $106.4 million at December 31, 2019 and $69.0 million at December 31, 2018 represent detailed engineering services related to the Driftwood terminal. The balance in this account will be transferred to construction in progress upon reaching an affirmative FID by the Company’s board of directors. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
FINANCIAL INSTRUMENTS | NOTE 8 — FINANCIAL INSTRUMENTS As discussed in Note 10, Borrowings , as part of entering into the senior secured term loan credit agreement in 2018, we are required to enter into and maintain certain hedging transactions. As a result, we use derivative financial instruments, namely over the counter (“OTC”) commodity swap instruments (“commodity swaps”), to maintain compliance with this covenant. We do not hold or issue derivative financial instruments for trading purposes. Commodity swap agreements involve payments to or receipts from counterparties based on the differential between two prices for the commodity, and include basis swaps to protect earnings from undue exposure to the risk of geographic disparities in commodity prices. The fair value of our commodity swaps is classified as Level 2 in the fair value hierarchy and is based on standard industry income approach models that use significant observable inputs, including, but not limited to, New York Mercantile Exchange (NYMEX) natural gas forward curves and basis forward curves, all of which are validated to external sources, at least monthly. The Company recognizes all derivative instruments as either assets or liabilities at fair value on a net basis as they are with a single counterparty and subject to a master netting arrangement. These derivative instruments are reported as either current or non-current assets or liabilities, based on their maturity dates. The Company can net settle its derivative instruments at any time. As of December 31, 2019, we had a current asset, net of $3.1 million , and a non-current asset, net of $0.4 million , related to the fair value of the current and non-current portions of our commodity swaps. We do not apply hedge accounting for our commodity swaps; therefore, all changes in fair value of the Company’s derivative instruments are recognized within Other income, net, in the Consolidated Statements of Operations. For the years ended December 31, 2019 and 2018, we recognized a realized gain of $3.7 million and a realized loss of $0.1 million , respectively and an unrealized gain of $3.4 million and $0.1 million , respectively, related to the changes in fair value of the commodity swaps in our Consolidated Statements of Operations. Derivative contracts that result in physical delivery of a commodity expected to be used or sold by the Company in the normal course of business are designated as normal purchases and sales and are exempt from derivative accounting. OTC arrangements require settlement in cash. Settlements of derivative commodity instruments are reported as a component of cash flows from operations in the accompanying Consolidated Statements of Cash Flows. With respect to the commodity swaps, the Company hedged portions of expected sales of equity production and portions of its basis exposure cover approximately 11.4 Bcf and 11.4 |
OTHER NON-CURRENT ASSETS
OTHER NON-CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER NON-CURRENT ASSETS | NOTE 7 — OTHER NON-CURRENT ASSETS Other non-current assets consist of the following (in thousands): December 31, 2019 2018 Land lease and purchase options $ 4,320 $ 4,115 Permitting costs 12,838 12,585 Right of use asset - operating leases (Note 17) 15,832 — Other 3,765 1,959 Total other non-current assets $ 36,755 $ 18,659 Land Lease and Purchase Options We hold lease and purchase option agreements (the “Options”) for certain tracts of land and associated river frontage. Upon exercise of the Options, the leases are subject to maximum terms of 50 years (inclusive of various renewals, at the option of the Company). Costs of the Options are amortized over the life of the lease once obtained or capitalized into the land if purchased. Permitting Costs Permitting costs primarily represent the purchase of wetland credits in connection with our permit application to the USACE in 2017 and 2018. These wetland credits will be applied to our permit in accordance with the Clean Water Act and the Rivers and Harbors Act, which require us to mitigate the impact to Louisiana wetlands caused by the construction of the Driftwood Project. In May 2019, we received the USACE permit. The permitting costs will be transferred to construction in progress upon reaching FID. |
ACCRUED AND OTHER LIABILITIES
ACCRUED AND OTHER LIABILITIES | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
ACCRUED AND OTHER LIABILITIES | NOTE 9 — ACCRUED AND OTHER LIABILITIES The components of accrued and other liabilities consist of the following (in thousands): December 31, 2019 2018 Project development activities $ 3,851 $ 8,879 Payroll and compensation 18,773 23,286 Accrued taxes 1,018 2,507 Professional services (e.g., legal, audit) 2,906 2,423 Lease liability - current (Note 17) 3,729 — Other 2,726 4,078 Total accrued and other liabilities $ 33,003 $ 41,173 |
BORROWINGS
BORROWINGS | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
BORROWINGS | NOTE 10 — BORROWINGS December 31, 2019 December 31, 2018 Maturity Interest Rate Amount Interest Rate Amount 2019 Term Loan May 2020 (1) 12% (2) $ 84,955 — $ — 2018 Term Loan September 2021 5%-8% + LIBOR (3) 60,000 5%-8% + LIBOR (3) 60,000 Unamortized deferred financing costs, discounts and fees (8,306 ) (2,952 ) Total borrowings $ 136,649 $ 57,048 (1) Subject to two six-month extensions if specific criteria are met. (2) Of this amount, we may defer up to 4% each quarter as paid-in-kind interest. (3) The applicable margin is 5% through the end of the first year from September 28, 2018 (the “Closing Date”), 7% through the end of the second year following the Closing Date and 8% thereafter. As of December 31, 2019, the Company is in compliance with all covenants under its two credit agreements. Short-term Borrowings — 2019 Term Loan On May 23, 2019, Driftwood Holdings LP , a wholly owned subsidiary of the Company (“Driftwood Holdings”), entered into a senior secured term loan agreement (the “2019 Term Loan”) to borrow an aggregate principal amount of $60.0 million . Fees associated with entering into the 2019 Term Loan of approximately $2.2 million have been capitalized as deferred financing costs. The 2019 Term Loan agreement provided Driftwood Holdings the right to borrow an additional $15.0 million by August 31, 2019, subject to certain criteria. On July 16, 2019, after all criteria were met, Driftwood Holdings borrowed the additional funds. Borrowings under the 2019 Term Loan bear a fixed annual interest rate of 12% , of which 4% may be added by Driftwood Holdings to the outstanding principal as paid-in-kind interest at the end of each reporting period. This election was made in all of the 2019 reporting periods, which resulted in adding approximately $1.8 million to the outstanding principal of the 2019 Term Loan. The 2019 Term Loan can be terminated prior to maturity, only in full, without an early termination penalty. Pursuant to the terms of the 2019 Term Loan, we are required to maintain an aggregate $30.0 million balance at each month end in accounts constituting collateral. Upon maturity or early repayment of the 2019 Term Loan, Driftwood Holdings will also pay a final fee equal to 20% of the principal amount borrowed less financing costs and cash interest paid (the “Final Payment Fee”) to the lender. As of December 31, 2019, approximately $12.6 million related to the Final Payment Fee has been recognized as a discount to the 2019 Term Loan within our Consolidated Balance Sheets. Borrowings under the 2019 Term Loan are guaranteed by Tellurian Inc. and certain of its subsidiaries and are secured by substantially all of the assets of Tellurian Inc. and certain of its subsidiaries, other than Tellurian Production Holdings LLC and its subsidiaries, under one or more security agreements and pledge agreements. In conjunction with the 2019 Term Loan, the Company issued a Common Stock Purchase Warrant (the “Warrant”) to the lender. The fair value of the Warrant of approximately $3.3 million has been recognized as an original issue discount to the 2019 Term Loan. Refer to Note 12, Stockholders’ Equity , for further details. Long-term Borrowings — 2018 Term Loan On September 28, 2018 (the “Closing Date”), Tellurian Production Holdings LLC (“Production Holdings”), our wholly owned subsidiary, entered into a three -year senior secured term loan credit agreement (the “ 2018 Term Loan”) in an aggregate principal amount of $60.0 million . Our use of proceeds from the 2018 Term Loan is predominantly restricted to capital expenditures associated with certain development and drilling activities and fees related to the transaction itself. As of December 31, 2019, the unused proceeds from the 2018 Term Loan were $3.9 million and are presented within Non-current restricted cash on our Consolidated Balance Sheet. We have the right, but not the obligation, to make voluntary principal payments starting six months following the Closing Date in a minimum amount of $5.0 million or any integral multiples of $1.0 million in excess thereof. If no voluntary principal payments are made, the principal amount, together with any accrued interest, is payable at the maturity date of September 28, 2021. Amounts borrowed under the 2018 Term Loan are guaranteed by Tellurian Inc. and each of Production Holdings’ subsidiaries. The 2018 Term Loan is collateralized by a first priority lien on all assets of Production Holdings and its subsidiaries, including domestic properties described in Note 5, Property, Plant and Equipment . Borrowings Maturities A summary of borrowings maturities as of December 31, 2019, is as follows (in thousands): Principal Payments 2020 $ 76,773 2021 60,000 Total $ 136,773 Fair Value As of December 31, 2019 and 2018, the outstanding principal of the 2018 Term Loan approximated fair value as the interest rate for the 2018 Term Loan was reflective of market rates. As of December 31, 2019, the fair value of the 2019 Term Loan, on a discounted cash flow basis, was approximately $83.0 million as the 2019 Term Loan effective interest rate was higher than current market levels after giving effect to the Final Payment Fee. Both the 2018 Term Loan and the 2019 Term Loan represent Level 3 instruments in the fair value hierarchy. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 — COMMITMENTS AND CONTINGENCIES Litigation In July 2017, Tellurian Investments Inc. (now known as Tellurian Investments LLC), Driftwood LNG, Martin Houston, and three other individuals were named as third-party defendants in a lawsuit filed in state court in Harris County, Texas between Cheniere Energy, Inc. and one of its affiliates, on the one hand (collectively, “Cheniere”), and Parallax Enterprises LLC and certain of its affiliates (not including Parallax Services LLC, now known as Tellurian Services LLC) on the other hand (collectively, “Parallax”). In October 2017, Driftwood Pipeline LLC and Tellurian Services LLC were also named by Cheniere as third-party defendants in the lawsuit. In April 2019, Charif Souki was also named by Cheniere as a third-party defendant in the lawsuit. Cheniere alleged that it entered into a note and a pledge agreement with Parallax. Cheniere claimed, among other things, that the third-party defendants tortiously interfered with the note and pledge agreement and aided in the fraudulent transfer of Parallax assets. Cheniere sought unspecified amounts of monetary damages and certain equitable relief. In December 2019, Cheniere withdrew its claims against each of the three individuals other than Martin Houston named as third-party defendants in the lawsuit when it was first filed in July 2017. See Note 21, Subsequent Events , for further information. Contractual Obligations On April 23, 2019, we entered into a master LNG sale and purchase agreement and related confirmation notices (collectively, the “SPA”) with an unrelated third-party LNG merchant. Pursuant to the SPA, we committed to purchase one cargo of LNG per quarter, based on the JKM price in effect at the time of each purchase, beginning in June 2020 through October 2022. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 12 — STOCKHOLDERS’ EQUITY At-the-Market Program We maintain an at-the-market equity offering program pursuant to which we may sell shares of our common stock from time to time on the Nasdaq through Credit Suisse Securities (USA) LLC acting as sales agent. We have remaining availability under the at-the-market program to raise aggregate sales proceeds of up to $189.7 million . Common Stock Purchase Warrant As discussed in Note 10, Borrowings , on May 23, 2019 (the “Issuance Date”), in conjunction with the 2019 Term Loan, the Company issued the Warrant providing the lender with the right to purchase up to 1.5 million shares of our common stock at $10.00 per share. The Warrant is immediately exercisable and will expire five years after the Issuance Date. The Warrant was valued using a Black-Scholes option pricing model that resulted in a relative fair value of approximately $3.3 million on the Issuance Date and is not subject to subsequent remeasurement. The Warrant has been classified as equity and is recognized within Additional paid-in capital on our Consolidated Balance Sheets. Preferred Stock In March 2018, we entered into a preferred stock purchase agreement with BDC Oil and Gas Holdings, LLC (“Bechtel Holdings”), a Delaware limited liability company and an affiliate of Bechtel Oil, Gas and Chemicals, Inc., a Delaware corporation (“Bechtel”), pursuant to which we sold to Bechtel Holdings approximately 6.1 million shares of our Series C convertible preferred stock (the “Preferred Stock”). In exchange for the Preferred Stock, Bechtel provided $50.0 million in detailed engineering services for the Driftwood Project. See Note 6, Deferred Engineering Costs , for further information regarding the costs associated with the detailed engineering services. The holders of the Preferred Stock do not have dividend rights but do have a liquidation preference over holders of our common stock. The holders of the Preferred Stock may convert all or any portion of their shares into shares of our common stock on a one -for-one basis. At any time after “Substantial Completion” of “Project 1,” each as defined in and pursuant to the LSTK EPC agreement for the Driftwood LNG Phase 1 Liquefaction Facility, dated as of November 10, 2017, or at any time after March 21, 2028, we have the right to cause all of the Preferred Stock to be converted into shares of our common stock on a one -for-one basis. The Preferred Stock has been excluded from the computation of diluted loss per share because including it in the computation would have been antidilutive for the periods presented. In March 2017, GE Oil & Gas, Inc. (now known as GE Oil & Gas, LLC) (“GE”), as the holder of all 5.5 million outstanding shares of Tellurian Investments Series A convertible preferred stock (the “Tellurian Investments Preferred Shares”), exchanged those shares into an equal number of shares of Tellurian Inc. Series B convertible preferred stock (the “Series B Preferred Stock”) pursuant to the terms of the Tellurian Investments Certificate of Incorporation. The terms of the Series B Preferred Stock were substantially similar to those of the Tellurian Investments Preferred Shares. The Series B Preferred Stock was exchangeable at any time into shares of the Company’s common stock on a one -for-one basis, subject to anti-dilution adjustments in certain circumstances. The ability of GE to exchange the Tellurian Investments Preferred Shares into shares of Series B Preferred Stock or into shares of Tellurian common stock following the Merger required the fair value of such features to be bifurcated from the contract and recognized as an embedded derivative until the Merger Date. The fair value of the embedded derivative was determined through the use of a model which utilizes certain observable inputs such as the price of Magellan common stock at various points in time and the volatility of Magellan common stock over an assumed half-year holding period from February 10, 2017. At the valuation date, the model also included (i) unobservable inputs related to the weighted probabilities of certain Merger-related scenarios and (ii) a discount for the lack of marketability determined through the use of commonly accepted methods. We have therefore classified the fair value measurements of this embedded derivative as Level 3 inputs. On the Merger Date, the embedded derivative was reclassified to additional paid-in capital in accordance with GAAP. The following table summarizes the changes in fair value for the embedded derivative (in thousands): February 10, 2017 Fair value at the beginning of the period $ 8,753 (Gain) loss on exchange feature (2,209 ) Fair value at the end of the period $ 6,544 In June 2017, GE, as the holder of all 5.5 million outstanding shares of Series B Preferred Stock, exercised its right to convert all such shares of Series B Preferred Stock into 5.5 million shares of Tellurian common stock pursuant to and in accordance with the terms of the Series B Preferred Stock. Public Equity Offerings and Exercise of Overallotment In June 2018, we sold 12.0 million shares of common stock for proceeds of approximately $115.2 million , net of approximately $3.6 million in fees and commissions. The underwriters were granted an option to purchase up to an additional 1.8 million shares of common stock within 30 days, which was not exercised. In December 2017, we issued 10.0 million shares of common stock for proceeds of approximately $94.8 million , net of approximately $5.2 million in fees and commissions. The underwriters were granted an option to purchase up to an additional 1.5 million shares of common stock within 30 days. In January 2018, the underwriters exercised their option to purchase an additional 1.5 million shares of our common stock for proceeds of approximately $14.5 million , net of approximately $0.5 million in fees and commissions. Total Investment In January 2017, pursuant to a common stock purchase agreement dated as of December 19, 2016, between Tellurian Investments and Total Delaware, Inc. (“Total”), Total purchased, and Tellurian Investments sold and issued to Total, approximately 35.4 million shares of Tellurian Investments common stock for an aggregate purchase price of $207 million , net of offering costs. In connection with the Merger, the shares purchased by Total were exchanged for approximately 46 million shares of Tellurian common stock. In May 2017, Tellurian and Total entered into a pre-emptive rights agreement pursuant to which Total was granted a right to purchase its pro rata portion of any new equity securities that Tellurian may issue to a third party on the same terms and conditions as such equity securities are offered and sold to such party, subject to certain excepted offerings (the “Pre-emptive Rights Agreement”). Pursuant to the common stock purchase agreement dated as of December 19, 2016, between Tellurian Investments and Total, the terms and conditions of the Pre-emptive Rights Agreement are similar to those contained in the pre-emptive rights agreement dated as of January 3, 2017, between Tellurian Investments and Total, but the Pre-emptive Rights Agreement is subject to additional excepted offerings. Retirement of Treasury Stock In December 2017, the Company retired approximately 1.3 million shares of treasury stock. The retired shares were included in the Company’s pool of authorized unissued shares. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | NOTE 13 — SHARE-BASED COMPENSATION We have granted restricted stock, restricted stock units and phantom units (collectively, “Restricted Stock”), as well as unrestricted stock and stock options, to employees, directors and outside consultants (collectively, the “grantees”) under the Tellurian Inc. 2016 Omnibus Incentive Compensation Plan, as amended (the “2016 Plan”), and the Amended and Restated Tellurian Investments Inc. 2016 Omnibus Incentive Plan (the “Legacy Plan”). The maximum number of shares of Tellurian common stock authorized for issuance under the 2016 Plan is 40 million shares of common stock, and no further awards can be made under the Legacy Plan. For the years ended December 31, 2019, 2018 and 2017, Tellurian recognized approximately $4.2 million , $5.1 million and $23.0 million , respectively, of share-based compensation expense related to all share-based awards. As of December 31, 2019 , unrecognized compensation expense, based on the grant date fair value, for all share-based awards totaled approximately $195.8 million . Restricted Stock Upon the vesting of restricted stock, shares of common stock will be released to the grantee. Upon the vesting of certain restricted stock units, the units will be converted into shares of common stock and released to the grantee. In March 2018, we began issuing phantom units that may be settled in either cash, stock or a combination thereof. As of December 31, 2019 , there was no Restricted Stock that would be required to be settled in cash. As of December 31, 2019, we had granted approximately 24.6 million shares of performance-based Restricted Stock, of which approximately 19.6 million shares will vest entirely based upon an affirmative FID by the Company’s board of directors, as defined in the award agreements, and approximately 4.4 million shares will vest in one-third increments at FID and the first and second anniversaries of FID. The remaining shares of performance-based Restricted Stock, totaling approximately 0.6 million shares, will vest based on other criteria. As of December 31, 2019, no expense had been recognized in connection with performance-based Restricted Stock. The fair value of the Restricted Stock was established by the market price on the date of grant and, for service-based awards, is being recognized as compensation expense ratably over the vesting term. The following table provides a summary of our Restricted Stock transactions for the year ended December 31, 2019 (shares and units in thousands): Shares Weighted-Average Grant Unvested at January 1, 2019 24,384 $ 7.59 Granted (1) 635 8.53 Vested (130 ) 9.24 Forfeited (264 ) 12.04 Unvested at December 31, 2019 24,625 7.56 (1) The weighted-average per share grant date fair value of Restricted Stock granted during the years ended December 31, 2018 and 2017 was $11.02 and $9.59 , respectively. The total grant date fair value of restricted stock vested during the years ended December 31, 2019, 2018 and 2017 was approximately $1.2 million , $2.5 million and $3.7 million , respectively. Stock Options The 2016 Plan participants have been granted non-qualified options to purchase shares of common stock. Stock options are granted at a price not less than the market price of the common stock on the date of grant. Stock options vest equally over a three -year period from the date of grant. Options shall be exercisable at such time and under such conditions set forth in the underlying award agreement, but in no event shall any option be exercisable later than the tenth anniversary of the date of its grant. The fair value of each stock option award is estimated using the Black-Scholes option pricing model. The following table provides a summary of our stock option transactions for the year ended December 31, 2019 (stock options in thousands): Stock Options Weighted Average Exercise Price Outstanding at January 1, 2019 1,988 $ 10.32 Granted — — Exercised (7 ) 10.32 Forfeited or Expired (80 ) 10.32 Outstanding at December 31, 2019 1,901 $ 10.32 Exercisable at December 31, 2019 1,268 $ 10.32 Valuation assumptions used to value stock options for the year ended December 31, 2017 (there were no stock options granted in 2019 or 2018), were as follows: Expected term (in years) 6.0 Expected volatility 22.13 % Expected dividend yields — % Risk-free rate 2.05 % Due to our limited history, the Company has elected to apply the simplified method to determine the expected term. Additionally, due to our limited history, expected volatility is based on the implied volatility of the Company’s peer group as identified by our board of directors. The expected dividend yield is based on historical yields on the date of grant. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of the grant. There were no stock options granted during the year ended December 31, 2019 or 2018. There were 2.0 million stock options granted during the year ended December 31, 2017, with the weighted average grant date per option fair value of $2.72 . There were approximately 7 thousand options exercised during the year ended December 31, 2019. No |
SHARE-BASED PAYMENTS
SHARE-BASED PAYMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED PAYMENTS | NOTE 14 — SHARE-BASED PAYMENTS For the years ended December 31, 2019, 2018 and 2017, Tellurian recognized approximately $0.9 million , $0.0 million and $ 19.4 million , respectively, as share-based expense for various third-party provided services. In February 2017, the Company issued 409,800 shares of Tellurian common stock, valued at approximately $5.8 million , to a financial adviser in connection with the successful completion of the Merger. This cost has been included in general and administrative expenses in the Consolidated Statements of Operations. Additionally, on the Merger Date, the Company issued 90,350 shares of Tellurian common stock to settle a liability assumed in the Merger valued at approximately $1.3 million . In March 2017, the Company’s board of directors approved the issuance of 1.0 million shares that were purchased at a discount by a commercial development consultant under the Omnibus Plan. The terms of the share purchase agreement did not contain performance obligations or similar vesting provisions; accordingly, the full amount of approximately $11.4 million , representing the aggregate difference between the purchase price of $0.50 per share and the fair value on the date of issuance of $11.88 per share, was recognized on the date of the share purchase and has been included in general and administrative expenses in the Consolidated Statements of Operations. Also in March 2017, the Company issued 200,000 shares under a management consulting arrangement for specified services performed from March 2017 through May 2017. The services were valued at $11.34 per share on the date of issuance. The total cost of approximately $2.3 million was amortized to general and administrative expenses on a straight-line basis over the three-month service period in the Consolidated Statements of Operations. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 15 — INCOME TAXES Income tax benefit (provision) included in our reported net loss consisted of the following (in thousands): Year Ended December 31, 2019 2018 2017 Current: Federal $ — $ — $ — State — — — Foreign — 190 (185 ) Total Current — 190 (185 ) Deferred: Federal — — — State — — — Foreign — — — Total Deferred — — — Total income tax benefit (provision) $ — $ 190 $ (185 ) The sources of loss from operations before income taxes were as follows (in thousands): Year Ended December 31, 2019 2018 2017 Domestic $ (139,654 ) $ (115,137 ) $ (223,991 ) Foreign (12,113 ) (10,798 ) (7,283 ) Total loss before income taxes $ (151,767 ) $ (125,935 ) $ (231,274 ) The reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows: Year Ended December 31, 2019 2018 2017 Income tax benefit (provision) at U.S. statutory rate $ 31,871 $ 26,446 $ 80,946 Share-based compensation — — — Impairment — — (27,969 ) Change in U.S. tax rate — — (30,562 ) Change in valuation allowance due to change in U.S. tax rate — — 30,562 U.S. state tax 7,529 7,955 — Change in valuation allowance (38,953 ) (32,086 ) (51,030 ) Other (447 ) (2,125 ) (2,132 ) Total income tax benefit (provision) $ — $ 190 $ (185 ) Significant components of our deferred tax assets and liabilities are as follows (in thousands): December 31, 2019 2018 Deferred tax assets: Capitalized engineering costs $ 27,705 $ 6,353 Capitalized start-up costs 17,747 19,290 Compensation and benefits 3,478 3,862 Net operating loss carryforwards and credits: Federal 60,469 37,822 State 9,700 4,979 Foreign 4,087 2,392 Other, net 6,247 8,328 Deferred tax assets 129,433 83,026 Less valuation allowance (121,980 ) (83,026 ) Deferred tax assets, net of valuation allowance 7,453 — Deferred tax liabilities Property and equipment (7,453 ) — Net deferred tax assets $ — $ — T he Tax Cuts and Jobs Act of 2017 (the “Act”) was enacted on December 22, 2017, and has several key provisions impacting the accounting for, and reporting of, income taxes. We incorporated the impact of the Act in our results of operations and, at December 31, 2017, we recorded a $30.6 million unfavorable impact on the Company’s gross U.S. deferred tax assets and a corresponding $30.6 million favorable impact to the valuation allowance. We have not recorded an adjustment to these amounts, and, as of December 31, 2018, our accounting for the impact of the Tax Act was complete. As of December 31, 2019, we had federal, state and international net operating loss (“NOL”) carryforwards of $273.7 million , $191.3 million and $22.9 million , respectively. Approximately $205.1 million of these NOLs have an indefinite carryforward period. All other NOLs will expire between 2036 and 2037. Due to our historical losses and other available evidence related to our ability to generate taxable income, we have established a valuation allowance to fully offset our net deferred tax assets as of December 31, 2019, and 2018. We will continue to evaluate the realizability of our deferred tax assets in the future. The increase in the valuation allowance was $39.0 million for the year ended December 31, 2019. In addition, we experienced a Section 382 ownership change in April 2017. An analysis of the annual limitation on the utilization of our NOLs was performed in accordance with IRC Section 382. It was determined that IRC Section 382 will not materially limit the use of our NOLs over the carryover period. We will continue to monitor trading activity in our shares which could cause an additional ownership change. If the Company experiences a Section 382 ownership change, it could further affect our ability to utilize our existing NOL carryforwards. As of December 31, 2019, the Company determined that it has no uncertain tax positions, interest or penalties as defined within ASC 740-10. The Company does not have unrecognized tax benefits. The Company does not believe that it is reasonably possible that the total unrecognized benefits will significantly increase within the next 12 months. We are subject to tax in the U.S. and various state and foreign jurisdictions. We are not currently under audit by any taxing authority. Federal and state tax returns filed with each jurisdiction remain open to examination under the normal three-year statute of limitations. Pursuant to ASC 740-30-25-17, the Company recognizes deferred tax liabilities associated with outside basis differences on investments in foreign subsidiaries unless the difference is considered essentially permanent in duration. As of December 31, 2019, the Company has not recorded any deferred taxes on unremitted earnings as the Company has no undistributed earnings and profits. If circumstances change in the foreseeable future and it becomes apparent that some or all of the undistributed earnings and profits will not be reinvested indefinitely, or will be remitted in the foreseeable future, a deferred tax liability will be recorded for some or all of the outside basis difference. |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | NOTE 16 — LOSS PER SHARE The following table summarizes the computation of basic and diluted loss per share (in thousands, except per-share amounts): Year Ended December 31, 2019 2018 2017 Net loss $ (151,767 ) $ (125,745 ) $ (231,459 ) Basic and diluted weighted average common shares outstanding 218,548 211,574 188,536 Loss per share: Basic and diluted $ (0.69 ) $ (0.59 ) $ (1.23 ) As of December 31, 2019, 2018 and 2017, the effect of 24.6 million , 24.4 million and 19.9 million , respectively, of unvested restricted stock awards that could potentially dilute basic EPS in the future were not included in the computation of diluted EPS because to do so would have been antidilutive for the periods presented. In addition, as of December 31, 2019, 2018 and 2017, the effect of 1.9 million , 2.0 million and 2.0 million options, respectively, and, as of December 31, 2019 and 2018, the effect of 6.1 million and 6.1 million shares of the Preferred Stock, respectively, all of which could potentially dilute basic EPS in the future, were not included in the computation of diluted EPS because to do so would have been antidilutive for the periods presented. As such, basic and diluted EPS are the same for all periods presented. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
LEASES | NOTE 17 — LEASES We adopted ASU 2016-02, Leases (Topic 842) , utilizing the optional transition approach to apply the standard at the beginning of the first quarter of 2019 with no retrospective adjustment to prior periods. In addition, we elected the transition package of practical expedients to: i. carry-forward prior conclusions related to lease identification and classification for existing leases; ii. combine lease and non-lease components of an arrangement for all classes of our leased assets; and iii. omit short-term leases with a term of 12 months or less from recognition on the balance sheet. Adoption of the new lease standard resulted in the recording of an additional right of use asset and a lease liability of approximately $17.9 million and $19.8 million , respectively, as of January 1, 2019. The standard did not materially impact our consolidated net earnings and had no impact on cash flows as a lease liability arising from obtaining a right of use asset is treated as a non-cash item in our Consolidated Statements of Cash Flows. Our land leases are classified as financing leases and include one or more options to extend the lease term up to 40 years , as well as terminate 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. As of December 31, 2019, our weighted-average remaining lease term for our financing leases is approximately 52 years . As none of our finance leases provide an implicit rate, we have determined our own discount rate, which, on a weighted-average basis at December 31, 2019, was approximately 12% . As of December 31, 2019, our financing leases have a corresponding right of use asset of approximately $13.4 million recognized within Property, plant and equipment, net, and a total lease liability of approximately $9.9 million which is recognized between Accrued and other liabilities, approximately $1.4 million , and Other non-current liabilities, approximately $8.5 million . For the year ended December 31, 2019, we paid approximately $2.2 million in cash for amounts included in the measurement of finance lease liabilities, all of which are presented within financing cash flows. For the year ended December 31, 2019, our finance lease costs, which are associated with the interest on our lease liabilities, were approximately $0.2 million . 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 of December 31, 2019, our weighted-average remaining lease term for our operating leases is approximately six years . As none of our operating leases provide an implicit rate, we have determined our own discount rate, which, on a weighted-average basis at December 31, 2019, was approximately 8% . As of December 31, 2019, our operating leases have a corresponding right of use asset of approximately $15.8 million recognized within Other non-current assets and a total lease liability of approximately $18.1 million which is recognized between Accrued and other liabilities, approximately $2.3 million , and Other non-current liabilities, approximately $15.8 million . For the years ended December 31, 2019, 2018 and 2017, our operating lease costs were $3.6 million , $3.2 million and $2.3 million , respectively. For the years ended December 31, 2019, 2018 and 2017, we paid approximately $3.2 million , $2.2 million and $1.0 million , respectively, in cash for amounts included in the measurement of operating lease liabilities, all of which are presented within operating cash flows. The table below presents a maturity analysis of our operating and finance lease liabilities on an undiscounted basis and reconciles those amounts to the present value of the operating and finance lease liabilities as of December 31, 2019 (in thousands): Operating Finance 2020 $ 3,667 $ 2,519 2021 3,531 1,019 2022 3,855 1,019 2023 4,139 1,019 2024 3,081 1,019 After 2024 4,980 47,667 Total lease payments $ 23,253 $ 54,262 Less: discount 5,118 44,366 Present value of lease liability $ 18,135 $ 9,896 At December 31, 2018, future undiscounted minimum rental payments due under noncancelable operating lease agreements pursuant to ASC Topic 840 were: 2019 $ 3,126 2020 3,510 2021 3,440 2022 3,718 2023 3,993 Thereafter 8,061 Total $ 25,848 |
LEASES | NOTE 17 — LEASES We adopted ASU 2016-02, Leases (Topic 842) , utilizing the optional transition approach to apply the standard at the beginning of the first quarter of 2019 with no retrospective adjustment to prior periods. In addition, we elected the transition package of practical expedients to: i. carry-forward prior conclusions related to lease identification and classification for existing leases; ii. combine lease and non-lease components of an arrangement for all classes of our leased assets; and iii. omit short-term leases with a term of 12 months or less from recognition on the balance sheet. Adoption of the new lease standard resulted in the recording of an additional right of use asset and a lease liability of approximately $17.9 million and $19.8 million , respectively, as of January 1, 2019. The standard did not materially impact our consolidated net earnings and had no impact on cash flows as a lease liability arising from obtaining a right of use asset is treated as a non-cash item in our Consolidated Statements of Cash Flows. Our land leases are classified as financing leases and include one or more options to extend the lease term up to 40 years , as well as terminate 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. As of December 31, 2019, our weighted-average remaining lease term for our financing leases is approximately 52 years . As none of our finance leases provide an implicit rate, we have determined our own discount rate, which, on a weighted-average basis at December 31, 2019, was approximately 12% . As of December 31, 2019, our financing leases have a corresponding right of use asset of approximately $13.4 million recognized within Property, plant and equipment, net, and a total lease liability of approximately $9.9 million which is recognized between Accrued and other liabilities, approximately $1.4 million , and Other non-current liabilities, approximately $8.5 million . For the year ended December 31, 2019, we paid approximately $2.2 million in cash for amounts included in the measurement of finance lease liabilities, all of which are presented within financing cash flows. For the year ended December 31, 2019, our finance lease costs, which are associated with the interest on our lease liabilities, were approximately $0.2 million . 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 of December 31, 2019, our weighted-average remaining lease term for our operating leases is approximately six years . As none of our operating leases provide an implicit rate, we have determined our own discount rate, which, on a weighted-average basis at December 31, 2019, was approximately 8% . As of December 31, 2019, our operating leases have a corresponding right of use asset of approximately $15.8 million recognized within Other non-current assets and a total lease liability of approximately $18.1 million which is recognized between Accrued and other liabilities, approximately $2.3 million , and Other non-current liabilities, approximately $15.8 million . For the years ended December 31, 2019, 2018 and 2017, our operating lease costs were $3.6 million , $3.2 million and $2.3 million , respectively. For the years ended December 31, 2019, 2018 and 2017, we paid approximately $3.2 million , $2.2 million and $1.0 million , respectively, in cash for amounts included in the measurement of operating lease liabilities, all of which are presented within operating cash flows. The table below presents a maturity analysis of our operating and finance lease liabilities on an undiscounted basis and reconciles those amounts to the present value of the operating and finance lease liabilities as of December 31, 2019 (in thousands): Operating Finance 2020 $ 3,667 $ 2,519 2021 3,531 1,019 2022 3,855 1,019 2023 4,139 1,019 2024 3,081 1,019 After 2024 4,980 47,667 Total lease payments $ 23,253 $ 54,262 Less: discount 5,118 44,366 Present value of lease liability $ 18,135 $ 9,896 At December 31, 2018, future undiscounted minimum rental payments due under noncancelable operating lease agreements pursuant to ASC Topic 840 were: 2019 $ 3,126 2020 3,510 2021 3,440 2022 3,718 2023 3,993 Thereafter 8,061 Total $ 25,848 |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Information [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | NOTE 18 — SUPPLEMENTAL CASH FLOW INFORMATION The following table provides information regarding the net changes in working capital (in thousands): Year Ended December 31, 2019 2018 2017 Accounts receivable $ (3,508 ) $ (958 ) $ (442 ) Prepaid expenses and other current assets 1,147 (431 ) (1,419 ) Accounts payable and accrued expenses 17,468 23,251 11,338 Other, net (3,929 ) (11,342 ) (2,044 ) Net changes in working capital $ 11,178 $ 10,520 $ 7,433 The following table provides supplemental disclosure of cash flow information (in thousands): Year Ended December 31, 2019 2018 2017 Non-cash accruals of property, plant and equipment and other non-current assets 11,759 8,630 83 2019 Term Loan paid-in-kind election 1,773 — — Future proceeds from sale of Magellan Petroleum UK 1,384 — — Tradable equity securities 5,069 — — Non-cash settlement of withholding taxes associated with the 2018 and 2017 bonus paid and vesting of certain awards, respectively 6,686 5,733 828 Non-cash settlement of the 2018 and 2017 bonus paid, respectively 18,396 15,202 — Asset retirement obligation additions and revisions 182 115 — Equity offering cost accrual — — 65 The statement of cash flows for the year ended December 31, 2019 reflects a $0.4 million non-cash movement for funds deposited in escrow in December 2018 that were cleared in March 2019 for the purchase of land. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of such amounts shown in the Consolidated Statements of Cash Flows (in thousands): December 31, 2019 2018 2017 Cash and cash equivalents $ 64,615 $ 133,714 $ 128,273 Non-current restricted cash 3,867 49,875 — Total cash, cash equivalents and restricted cash in the statement of cash flows $ 68,482 $ 183,589 $ 128,273 |
INTERIM FINANCIAL INFORMATION (
INTERIM FINANCIAL INFORMATION (UNAUDITED) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
INTERIM FINANCIAL INFORMATION (UNAUDITED) | NOTE 19 — INTERIM FINANCIAL INFORMATION (UNAUDITED) Amounts presented are in thousands, except, per share amounts (certain amounts may not recalculate exactly due to rounding): First Quarter Second Quarter Third Quarter Fourth Quarter Year Ended December 31, 2019 Total revenue $ 4,959 $ 5,333 $ 9,344 $ 9,138 Loss from operations (32,612 ) (42,036 ) (38,360 ) (32,851 ) Net loss (34,126 ) (40,493 ) (39,607 ) (37,541 ) Net loss per common share - basic and diluted (0.16 ) (0.19 ) (0.18 ) (0.17 ) Weighted average shares outstanding - basic and diluted 217,838 218,742 218,780 218,819 Year Ended December 31, 2018 Total revenue $ 6,801 $ 813 $ 799 $ 1,872 Loss from operations (25,392 ) (36,658 ) (34,384 ) (31,287 ) Net loss (25,184 ) (35,854 ) (33,191 ) (31,516 ) Net loss per common share - basic and diluted (0.12 ) (0.17 ) (0.15 ) (0.14 ) Weighted average shares outstanding - basic and diluted 204,772 206,531 217,380 217,408 |
RECENT ACCOUNTING STANDARDS
RECENT ACCOUNTING STANDARDS | 12 Months Ended |
Dec. 31, 2019 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
RECENT ACCOUNTING STANDARDS | NOTE 20 — RECENT ACCOUNTING STANDARDS The following table provides a description of recent accounting standards that had not been adopted by the Company as of December 31, 2019 : Standard Description Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326) This standard establishes the current expected credit loss model, a new impairment model for certain financial instruments based on expected rather than incurred losses. January 1, 2020 The Company adopted the standard on January 1, 2020, and will apply it at the beginning of the period of adoption. The standard did not have a material impact on our financial statements. Other than as disclosed in Note 17, Leases |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 21 — SUBSEQUENT EVENTS Litigation As discussed in Note 11, Commitments and Contingencies , certain of our subsidiaries, and two of our directors, were named as defendants in a lawsuit brought by Cheniere Energy. On January 30, 2020, Cheniere withdrew all claims it had asserted against our subsidiaries and directors, and all such claims were dismissed with prejudice. Equity Offering On February 11, 2020, we entered into a securities purchase agreement with certain accredited investors to sell 2,114,591 shares of common stock of the Company at an offering price of $6.36 per share. Net proceeds from this transaction were approximately $13.1 million . |
SUPPLEMENTAL DISCLOSURES ABOUT
SUPPLEMENTAL DISCLOSURES ABOUT NATURAL GAS PRODUCING ACTIVITIES | 12 Months Ended |
Dec. 31, 2019 | |
Extractive Industries [Abstract] | |
SUPPLEMENTAL DISCLOSURES ABOUT NATURAL GAS PRODUCING ACTIVITIES | SUPPLEMENTAL DISCLOSURES ABOUT NATURAL GAS PRODUCING ACTIVITIES In accordance with FASB and SEC disclosure requirements for natural gas producing activities, this section provides supplemental information on Tellurian’s natural gas producing activities in six separate tables. Tables I through III provide historical cost information pertaining to costs incurred in exploration, property acquisitions and development; capitalized costs; and results of operations. Tables IV through VI present information on the Company’s estimated net proved reserve quantities, standardized measure of estimated discounted future net cash flows related to proved reserves and changes in estimated discounted future net cash flows. Table I — Capitalized Costs Related to Natural Gas Producing Activities Capitalized costs related to Tellurian’s natural gas producing activities are summarized as follows (in thousands): December 31, 2019 2018 2017 Proved properties $ 142,494 $ 101,459 $ 90,869 Unproved properties — 10,204 13,000 Gross capitalized costs 142,494 111,663 103,869 Accumulated DD&A (21,010 ) (1,335 ) (149 ) Net capitalized costs $ 121,484 $ 110,328 $ 103,720 Table II — Costs Incurred in Exploration, Property Acquisitions and Development Costs incurred in natural gas property acquisition (inclusive of producing well costs), exploration and development activities are summarized as follows (in thousands): Year Ended December 31, 2019 2018 2017 Property acquisitions: Proved $ 45,484 $ 13,261 $ 90,869 Unproved — 204 13,000 Exploration costs — — — Development 800 2,104 949 Costs incurred $ 46,284 $ 15,569 $ 104,818 Table III — Results of Operations for Natural Gas Producing Activities The following table includes revenues and expenses directly associated with our natural gas and condensate producing activities. It does not include any interest costs or indirect general and administrative costs and, therefore, is not necessarily indicative of the contribution to consolidated net operating results of our natural gas operations. Tellurian’s results of operations from natural gas and condensate producing activities for the periods presented are as follows (in thousands): Year Ended December 31, 2019 2018 2017 Natural gas sales $ 28,774 $ 4,423 $ 503 Operating costs 14,923 11,251 1,668 Depreciation, depletion and amortization 19,736 1,228 115 Impairment charge — 2,699 — Total operating costs and expenses 34,659 15,178 1,783 Results of operations $ (5,885 ) $ (10,755 ) $ (1,280 ) Table IV — Natural Gas Reserve Quantity Information Our estimated proved reserves are located in Louisiana. We caution that there are many uncertainties inherent in estimating proved reserve quantities and in projecting future production rates and the timing of development expenditures. Accordingly, these estimates are expected to change as further information becomes available. Material revisions of reserve estimates may occur in the future, development and production of the natural gas and condensate reserves may not occur in the periods assumed, and actual prices realized and actual costs incurred may vary significantly from those used in these estimates. The estimates of our proved reserves as of December 31, 2019, 2018 and 2017 have been prepared by Netherland, Sewell & Associates, Inc., independent petroleum consultants. Gas Condensate Gas Equivalent Proved reserves: December 31, 2016 — — — Extensions, discoveries and other additions — — — Revisions of previous estimates — — — Production (190 ) — (191 ) Sale of reserves-in-place — — — Purchases of reserves-in-place 327,308 10 327,371 December 31, 2017 327,118 10 327,180 Extensions, discoveries and other additions 22,481 — 22,481 Revisions of previous estimates (84,061 ) (2 ) (84,072 ) Production (1,399 ) (1 ) (1,405 ) Sale of reserves-in-place — — — Purchases of reserves-in-place 715 — 715 December 31, 2018 264,854 7 264,899 Extensions, discoveries and other additions 12,848 — 12,848 Revisions of previous estimates 4,737 (6 ) 4,696 Production (13,901 ) (1 ) (13,905 ) Sale of reserves-in-place — — — Purchases of reserves-in-place — — — December 31, 2019 268,538 — 268,538 Proved developed reserves: December 31, 2017 5,720 10 5,782 December 31, 2018 17,522 7 17,567 December 31, 2019 30,699 — 30,699 Proved undeveloped reserves: December 31, 2017 321,398 — 321,398 December 31, 2018 247,332 — 247,332 December 31, 2019 237,839 — 237,839 2018 to 2019 Changes • Added approximately 13 Bcfe of proved reserves, comprised of 12 Bcfe from additional proved undeveloped locations and 1 Bcfe from drilling activities. • Had total positive revisions of approximately 4 Bcfe, comprised of 4 Bcfe negative revision due to prices, 2 Bcfe negative revision from changes in operating expenses, 9 Bcfe positive revision from well performance and 1 Bcfe positive revision from changes in ownership. PUD Changes • Converted approximately 29 Bcfe to proved developed. • Added approximately 12 Bcfe from additional proved undeveloped locations. • Had total positive revisions of approximately 8 Bcfe, comprised primarily of: 9 Bcfe positive revision from well performance, 2 Bcfe negative revision due to prices and a 1 Bcfe positive revision from changes in ownership. 2017 to 2018 Changes • Added approximately 22 Bcfe of proved reserves, comprised primarily of 19 Bcfe from additional proved undeveloped locations as a result of a more detailed analysis from an updated development plan and 3 Bcfe from drilling activities. • Had negative revisions of approximately 85 Bcfe, comprised primarily of 59 Bcfe as a result of newly acquired 3D seismic data indicating additional geological faulting risks, which led to a reduction in proved undeveloped locations and some lateral lengths, 14 Bcfe, net, from changes in estimating lateral lengths of proved undeveloped locations as a result of more detailed analysis from an updated development plan, and 12 Bcfe due to loss of leases. • Recorded positive revisions of approximately 1 Bcfe due to an increase in commodity prices. • Acquired approximately 1 Bcfe of proved reserves through minor interest acquisitions. 2016 to 2017 Changes • Acquired 327 Bcfe of reserves in a series of transactions. Table V — Standardized Measure of Discounted Future Net Cash Flows Related to Proved Natural Gas Reserves ASC 932 prescribes guidelines for computing a standardized measure of future net cash flows and changes therein relating to estimated proved reserves. Tellurian has followed these guidelines, which are briefly discussed below. Future cash inflows and future production and development costs as of December 31, 2019, 2018 and 2017 were determined by applying the average of the first-day-of-the-month prices for the 12 months of the year and year-end costs to the estimated quantities of natural gas and condensate to be produced. Actual future prices and costs may be materially higher or lower than the prices and costs used. For each year, estimates are made of quantities of proved reserves and the future periods during which they are expected to be produced based on the continuation of the economic conditions applied for that year. Estimated future income taxes are computed using current statutory income tax rates, including consideration of the current tax basis of the properties and related carryforwards, giving effect to permanent differences and tax credits. The resulting future net cash flows are reduced to present value amounts by applying a 10% annual discount factor. The assumptions used to compute the standardized measure are those prescribed by the FASB and do not necessarily reflect our expectations of actual revenue to be derived from those reserves or their present worth. The limitations inherent in the reserve quantity estimation process, as discussed previously, are equally applicable to the standardized measure computations since these estimates reflect the valuation process. The following summary sets forth our future net cash flows relating to proved natural gas and condensate reserves based on the standardized measure (in thousands): Year Ended December 31, 2019 2018 2017 Future cash inflows $ 534,577 $ 676,454 $ 777,711 Future production costs (102,268 ) (105,341 ) (144,991 ) Future development costs (287,111 ) (264,239 ) (331,297 ) Future income tax provisions (6,612 ) (54,564 ) (52,212 ) Future net cash flows 138,586 252,310 249,211 Less effect of a 10% discount factor (85,415 ) (106,499 ) (161,009 ) Standardized measure of discounted future net cash flows $ 53,171 $ 145,811 $ 88,202 Table VI — Changes in Standardized Measure of Discounted Future Net Cash Flows Related to Proved Natural Gas Reserves The following table sets forth the changes in the standardized measure of discounted future net cash flows (in thousands): December 31, 2016 $ — Sales and transfers of gas and condensate produced, net of production costs (265 ) Net changes in prices and production costs — Extensions, discoveries, additions and improved recovery, net of related costs — Development costs incurred — Revisions of estimated development costs — Revisions of previous quantity estimates — Accretion of discount — Net change in income taxes (22,921 ) Purchases of reserves in place 111,388 Sales of reserves in place — Changes in timing and other — December 31, 2017 $ 88,202 Sales and transfers of gas and condensate produced, net of production costs (1,773 ) Net changes in prices and production costs 27,530 Extensions, discoveries, additions and improved recovery, net of related costs 13,334 Development costs incurred 545 Revisions of estimated development costs 9,663 Revisions of previous quantity estimates 12,991 Accretion of discount 11,112 Net change in income taxes (9,472 ) Purchases of reserves in place 844 Sales of reserves in place — Changes in timing and other (7,165 ) December 31, 2018 $ 145,811 Sales and transfers of gas and condensate produced, net of production costs (21,704 ) Net changes in prices and production costs (134,366 ) Extensions, discoveries, additions and improved recovery, net of related costs 2,019 Development costs incurred 23,485 Revisions of estimated development costs 6,165 Revisions of previous quantity estimates (12,660 ) Accretion of discount 17,821 Net change in income taxes 28,316 Purchases of reserves in place — Sales of reserves in place — Changes in timing and other (1,716 ) December 31, 2019 $ 53,171 |
SCHEDULE I CONDENSED FINANCIAL
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT | 12 Months Ended |
Dec. 31, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT | SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT TELLURIAN INC. PARENT COMPANY BALANCE SHEETS (in thousands, except share and per share) Year Ended December 31, 2019 2018 ASSETS Cash and cash equivalents $ — $ — Prepaids and other 214 72 Loan note receivable from a subsidiary 499,504 — Investments in subsidiaries — 289,802 Property, plant and equipment, net — 10,000 Total assets $ 499,718 $ 299,874 LIABILITIES AND EQUITY Liabilities: Accounts payable $ 939 $ 114 Accrued liabilities 1,725 1,826 Payables due to subsidiaries 330,769 — Total liabilities 333,433 1,940 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, 400,000,000 authorized: 242,207,522 and 240,655,607 shares outstanding, respectively 2,211 2,195 Additional paid-in capital 769,639 749,537 Accumulated deficit (605,626 ) (453,859 ) Total stockholders’ equity 166,285 297,934 Total liabilities and stockholders’ equity $ 499,718 $ 299,874 SCHEDULE I (Continued) CONDENSED FINANCIAL INFORMATION OF REGISTRANT TELLURIAN INC. PARENT COMPANY STATEMENTS OF OPERATIONS (in thousands) Year Ended December 31, 2019 2018 2017 Total revenues $ — $ — $ — Operating costs and expenses: Cost of sales — 93 15 Development expenses 11,047 2,487 320 General and administrative expenses 20,498 4,618 594 Goodwill impairment — — 77,592 Total operating costs and expenses 31,545 7,198 78,521 Other income, net 63,090 — — Interest expense — 2 — Income (Loss) from operations before income taxes and equity in losses of subsidiaries 31,545 (7,200 ) (78,521 ) Income tax benefit (provision) — — (4 ) Net loss from operations before equity in losses of subsidiaries $ 31,545 $ (7,200 ) $ (78,525 ) Equity in losses of subsidiaries, net of tax $ (183,312 ) $ (118,545 ) $ (152,934 ) Net loss $ (151,767 ) $ (125,745 ) $ (231,459 ) SCHEDULE I (Continued) CONDENSED FINANCIAL INFORMATION OF REGISTRANT TELLURIAN INC. PARENT COMPANY STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2019 2018 2017 Net cash provided (used) by operating activities 6,686 (123,976 ) (312,553 ) Cash flows from investing activities: Cash received in acquisition — — 56 Net cash received in investing activities — — 56 Cash flows from financing activities: Proceeds from the issuance of common stock — 133,800 318,204 Tax payments for net share settlement of equity awards (6,686 ) (5,734 ) — Equity offering costs — (4,090 ) (5,707 ) Net cash provided (used) by financing activities (6,686 ) 123,976 312,497 Net increase (decrease) in cash and cash equivalents — — — Cash and cash equivalents, beginning of period — — — Cash and cash equivalents, end of period $ — $ — $ — NOTE 1 — BASIS OF PRESENTATION Tellurian Inc. is a Delaware corporation based in Houston, Texas (“Tellurian”), which wholly owns Tellurian Investments Inc. (“Tellurian Investments”), which in turn wholly owns Tellurian Production Holdings LLC (“Production Holdings”), Tellurian Investment’s primary operating company. On February 10, 2017 (the “Merger Date”), Tellurian Investments Inc. (“Tellurian Investments”) completed a merger (the “Merger”) with a subsidiary of Magellan Petroleum Corporation (“Magellan”). Magellan changed its corporate name to Tellurian Inc. shortly after completing the Merger. The Merger was accounted for as a “reverse acquisition,” with Tellurian Investments being treated as the accounting acquirer. Subsequent to the Merger Date, the information relates to the consolidated entities of Tellurian Inc., with Magellan reflected as the accounting acquiree. In connection with the Merger, each issued and outstanding share of Tellurian Investments common stock was exchanged for 1.3 shares of Magellan common stock. All share amounts in the Condensed Financial Information and related notes have been retroactively adjusted for all periods presented to give effect to this exchange, including reclassifying an amount equal to the change in par value of common stock from additional paid-in capital. These condensed parent company financial statements reflect the activity of Tellurian as the parent company to each of Production Holdings and Driftwood Holdings and have been prepared in accordance with Rules 5-04 and 12-04 of Regulation S-X, as the restricted net assets of each of Production Holdings and Driftwood Holdings exceed 25% of the consolidated net assets of Tellurian. This information should be read in conjunction with the consolidated financial statements of Tellurian included in this report under the caption Item 8, “Financial Statements and Supplementary Data.” NOTE 2 — PROPERTY, PLANT AND EQUIPMENT The amounts included in Tellurian’s parent-only financial statements related to property, plant and equipment predominantly represent unproved properties in the United Kingdom, as disclosed in Note 5, Property, Plant and Equipment NOTE 3 — GOODWILL IMPAIRMENT For details regarding the goodwill impairment included in Tellurian’s parent-only financial statements, refer to Note 2, Merger NOTE 4 — CONTINGENCIES For details regarding the contingencies related to Tellurian Investments litigation, refer to Note 11, Commitments and Contingencies |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Our Consolidated Financial Statements were prepared in accordance with GAAP. The Consolidated Financial Statements include the accounts of Tellurian Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Liquidity | Liquidity Our Consolidated Financial Statements were 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 Consolidated Financial Statements, we have generated losses from operations, negative cash flows from operations, and have an accumulated deficit. We have not yet established an ongoing source of revenues sufficient to cover our operating costs. In addition, and as discussed in Note 10, Borrowings , the 2019 Term Loan, is scheduled to mature on May 23, 2020. We do not have sufficient cash on hand or available liquidity that can be utilized to repay the 2019 Term Loan or fund future operations. However, we are permitted to extend the May 23, 2020 maturity date for up to twelve months upon the satisfaction of certain conditions, which have not yet been satisfied. We are also planning to generate proceeds from various potential financing transactions, such as issuances of equity, equity-linked and debt securities or similar transactions, including our at-the-market program and have determined it is probable that such proceeds will satisfy our obligations and fund working capital needs for at least twelve months following the issuance of the financial statements. |
Segments | Segments |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. Management evaluates its estimates and related assumptions on a regular basis. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. |
Fair Value | Fair Value The Company uses three levels of the fair value hierarchy of inputs to measure the fair value of an asset or a liability. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are inputs other than quoted prices included within Level 1 that are directly or indirectly observable for the asset or liability. Level 3 inputs are inputs that are not observable in the market. |
Goodwill | Goodwill The Company tests goodwill at the reporting unit level for impairment on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. |
Revenue Recognition | Revenue Recognition For the sale of commodities, we consider the delivery of each unit (MMBtu) to be a separate performance obligation that is satisfied upon delivery. These contracts are either fixed price contracts or contracts with a fixed differential to an index price, both of which are deemed fixed consideration that is allocated to each performance obligation and represents the relative standalone selling price basis. Purchases and sales of LNG inventory with the same counterparty that are entered into in contemplation of one another (including buy/sell arrangements) are combined and recorded on a net basis and reported in “LNG sales” on the Consolidated Statements of Operations. For such LNG sales, we require payment within 10 days from delivery. Other LNG revenue represents revenue earned from sub-charter agreements and is accounted for outside of ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . The performance obligations for the sale of natural gas and LNG are satisfied at a point in time because the customer obtains control and legal title of the asset when the natural gas or LNG is delivered to the designated sales point. We exclude all taxes from the measurement of the transaction price. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements are recorded in Non-current restricted cash on our Consolidated Balance Sheets. |
Concentration of Cash | Concentration of Cash We maintain cash balances and restricted cash at financial institutions, which may, at times, be in excess of federally insured levels. We have not incurred losses related to these balances to date. |
Derivative Instruments | Derivative Instruments We use derivative instruments to hedge our exposure to cash flow variability from commodity price risk. Derivative instruments are recorded at fair value and included in our Consolidated Balance Sheets as assets or liabilities, depending on the derivative position and the expected timing of settlement, unless they satisfy the criteria for and we elect the normal purchases and sales exception. |
Property, Plant and Equipment | Property, Plant and Equipment Natural gas development and production activities are accounted for using the successful efforts method of accounting. Costs incurred to acquire a property (whether proved or unproved) are capitalized when incurred. Costs to develop proved reserves are capitalized and we deplete our natural gas reserves using the units-of-production method. Fixed assets are recorded at cost. We depreciate our property, plant and equipment, excluding land, using the straight-line depreciation method over the estimated useful life of the asset. Upon retirement or other disposition of property, plant and equipment, the cost and related accumulated depreciation are removed, and the resulting gains or losses are recorded in our Consolidated Statements of Operations. Management tests property, plant and equipment for impairment whenever there are indicators that the carrying amount of property, plant and equipment might not be recoverable. |
Accounting for LNG Development Activities | Accounting for LNG Development Activities As we have been in the preliminary stage of developing the Driftwood terminal, substantially all the costs related to such activities have been expensed. These costs primarily include professional fees associated with FEED studies and applying to FERC for authorization to construct our terminal and other required permitting for the Driftwood Project. Costs incurred in connection with a project to develop the Driftwood terminal shall generally be treated as development expenses until the project has reached the notice-to-proceed state (“NTP State”) and the following criteria (the “NTP Criteria”) |
Debt | Debt Discounts, fees and expenses incurred with the issuance of debt are amortized over the term of the debt. These amounts are presented as a reduction of senior secured term loans on the accompanying Consolidated Balance Sheets. See Note 10, Borrowings , for additional details about our senior secured term loans. |
Leases | Leases We adopted ASU 2016-02, Leases (Topic 842) |
Share-Based Compensation | Share-Based Compensation Share-based compensation transactions are measured based on the grant-date estimated fair value. For awards containing only service conditions or performance conditions deemed probable of occurring, the fair value is recognized as expense over the requisite service period using the straight-line method. We recognize compensation cost for awards with performance conditions if and when we conclude that it is probable that the performance condition will be achieved. For awards where the performance or market condition is not considered probable, compensation cost is not recognized until the performance or market condition becomes probable. We reassess the probability of vesting at each reporting period for awards with performance conditions and adjust compensation cost based on our probability assessment. We recognize forfeitures as they occur. |
Income Taxes | ncome Taxes We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the financial statement and tax basis of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to be realized or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider current and historical financial results, expectations for future taxable income and the availability of tax planning strategies that can be implemented, if necessary, to realize deferred tax assets. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we will make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. |
Net Loss Per Share (EPS) | Net Loss Per Share (EPS) Basic net loss per share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share reflects potential dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued and were dilutive. |
MERGER (Tables)
MERGER (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Total Consideration Exchanged | The total consideration exchanged was as follows (in thousands, except share and per-share amounts): Number of shares of Magellan common stock outstanding (1) 5,985,042 Price per share of Magellan common stock (2) $ 14.21 Aggregate value of Tellurian common stock issued $ 85,048 Fair value of stock options (3) 2,821 Net purchase consideration to be allocated $ 87,869 (1) The number of shares of Magellan common stock issued and outstanding as of February 9, 2017. (2) The closing price of Magellan common stock on the Nasdaq on February 9, 2017. (3) The estimated fair value of Magellan stock options for pre-Merger services rendered. |
Schedule of Preliminary Purchase Price Allocation to Assets Acquired and Liabilities Assumed | The purchase price allocation to assets acquired and liabilities assumed in the Merger was as follows (in thousands): Fair Value of Assets Acquired: Cash $ 56 Securities available-for-sale 1,111 Other current assets 93 Unproved properties 13,000 Wells in progress 332 Land, buildings and equipment, net 67 Other long-term assets 19 Total assets acquired 14,678 Fair Value of Liabilities Assumed: Accounts payable and other liabilities 4,393 Notes payable 8 Total liabilities assumed 4,401 Total net assets acquired 10,277 Goodwill as a result of the Merger $ 77,592 |
Schedule of Unaudited Pro Forma Results | The following table provides unaudited pro forma results for the year ended December 31, 2017, as if the Merger occurred as of January 1, 2017 (in thousands, except per-share amounts): Pro forma net loss $ (235,201 ) Pro forma net loss per basic share $ (1.24 ) Pro forma basic and diluted weighted average common shares outstanding 189,246 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | The components of prepaid expenses and other current assets consist of the following (in thousands): December 31, 2019 2018 Prepaid expenses $ 1,234 $ 2,279 Deposits 364 1,336 Future proceeds from sale of Magellan Petroleum UK (Note 5) 1,384 — Tradable equity securities (Note 5) 5,069 — Derivative asset, net - current (Note 8) 3,121 — Other current assets 126 291 Total prepaid expenses and other current assets $ 11,298 $ 3,906 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 natural gas properties, as shown below (in thousands): December 31, 2019 2018 Land $ 13,808 $ 13,276 Proved properties 142,494 101,459 Unproved properties — 10,204 Wells in progress 57 4,660 Corporate and other 5,285 2,905 Total property, plant and equipment, at cost 161,644 132,504 Right of use asset — finance leases (Note 17) 13,437 — Accumulated depreciation and depletion (22,041 ) (1,924 ) Total property, plant and equipment, net $ 153,040 $ 130,580 |
OTHER NON-CURRENT ASSETS (Table
OTHER NON-CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Non-Current Assets | Other non-current assets consist of the following (in thousands): December 31, 2019 2018 Land lease and purchase options $ 4,320 $ 4,115 Permitting costs 12,838 12,585 Right of use asset - operating leases (Note 17) 15,832 — Other 3,765 1,959 Total other non-current assets $ 36,755 $ 18,659 |
ACCRUED AND OTHER LIABILITIES (
ACCRUED AND OTHER LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Components of Accrued and Other Liabilities | The components of accrued and other liabilities consist of the following (in thousands): December 31, 2019 2018 Project development activities $ 3,851 $ 8,879 Payroll and compensation 18,773 23,286 Accrued taxes 1,018 2,507 Professional services (e.g., legal, audit) 2,906 2,423 Lease liability - current (Note 17) 3,729 — Other 2,726 4,078 Total accrued and other liabilities $ 33,003 $ 41,173 |
BORROWINGS (Tables)
BORROWINGS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Borrowings | December 31, 2019 December 31, 2018 Maturity Interest Rate Amount Interest Rate Amount 2019 Term Loan May 2020 (1) 12% (2) $ 84,955 — $ — 2018 Term Loan September 2021 5%-8% + LIBOR (3) 60,000 5%-8% + LIBOR (3) 60,000 Unamortized deferred financing costs, discounts and fees (8,306 ) (2,952 ) Total borrowings $ 136,649 $ 57,048 (1) Subject to two six-month extensions if specific criteria are met. (2) Of this amount, we may defer up to 4% each quarter as paid-in-kind interest. (3) The applicable margin is 5% through the end of the first year from September 28, 2018 (the “Closing Date”), 7% through the end of the second year following the Closing Date and 8% thereafter. |
Summary of Long-term Borrowings Maturities | A summary of borrowings maturities as of December 31, 2019, is as follows (in thousands): Principal Payments 2020 $ 76,773 2021 60,000 Total $ 136,773 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 Fair value at the beginning of the period $ 8,753 (Gain) loss on exchange feature (2,209 ) Fair value at the end of the period $ 6,544 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Restricted Stock Transactions | The following table provides a summary of our Restricted Stock transactions for the year ended December 31, 2019 (shares and units in thousands): Shares Weighted-Average Grant Unvested at January 1, 2019 24,384 $ 7.59 Granted (1) 635 8.53 Vested (130 ) 9.24 Forfeited (264 ) 12.04 Unvested at December 31, 2019 24,625 7.56 (1) The weighted-average per share grant date fair value of Restricted Stock granted during the years ended December 31, 2018 and 2017 was $11.02 and $9.59 , respectively. |
Summary of Stock Option Transactions | The following table provides a summary of our stock option transactions for the year ended December 31, 2019 (stock options in thousands): Stock Options Weighted Average Exercise Price Outstanding at January 1, 2019 1,988 $ 10.32 Granted — — Exercised (7 ) 10.32 Forfeited or Expired (80 ) 10.32 Outstanding at December 31, 2019 1,901 $ 10.32 Exercisable at December 31, 2019 1,268 $ 10.32 |
Schedule of Stock Option Valuation Assumptions | Valuation assumptions used to value stock options for the year ended December 31, 2017 (there were no stock options granted in 2019 or 2018), were as follows: Expected term (in years) 6.0 Expected volatility 22.13 % Expected dividend yields — % Risk-free rate 2.05 % |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Benefit (Provision) | Income tax benefit (provision) included in our reported net loss consisted of the following (in thousands): Year Ended December 31, 2019 2018 2017 Current: Federal $ — $ — $ — State — — — Foreign — 190 (185 ) Total Current — 190 (185 ) Deferred: Federal — — — State — — — Foreign — — — Total Deferred — — — Total income tax benefit (provision) $ — $ 190 $ (185 ) |
Schedule of Income before Income Tax, Domestic and Foreign | The sources of loss from operations before income taxes were as follows (in thousands): Year Ended December 31, 2019 2018 2017 Domestic $ (139,654 ) $ (115,137 ) $ (223,991 ) Foreign (12,113 ) (10,798 ) (7,283 ) Total loss before income taxes $ (151,767 ) $ (125,935 ) $ (231,274 ) |
Summary of Effective Income Tax Rate Reconciliation | The reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows: Year Ended December 31, 2019 2018 2017 Income tax benefit (provision) at U.S. statutory rate $ 31,871 $ 26,446 $ 80,946 Share-based compensation — — — Impairment — — (27,969 ) Change in U.S. tax rate — — (30,562 ) Change in valuation allowance due to change in U.S. tax rate — — 30,562 U.S. state tax 7,529 7,955 — Change in valuation allowance (38,953 ) (32,086 ) (51,030 ) Other (447 ) (2,125 ) (2,132 ) Total income tax benefit (provision) $ — $ 190 $ (185 ) |
Schedule of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets and liabilities are as follows (in thousands): December 31, 2019 2018 Deferred tax assets: Capitalized engineering costs $ 27,705 $ 6,353 Capitalized start-up costs 17,747 19,290 Compensation and benefits 3,478 3,862 Net operating loss carryforwards and credits: Federal 60,469 37,822 State 9,700 4,979 Foreign 4,087 2,392 Other, net 6,247 8,328 Deferred tax assets 129,433 83,026 Less valuation allowance (121,980 ) (83,026 ) Deferred tax assets, net of valuation allowance 7,453 — Deferred tax liabilities Property and equipment (7,453 ) — Net deferred tax assets $ — $ — |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Loss Per Share, Basic and Diluted | The following table summarizes the computation of basic and diluted loss per share (in thousands, except per-share amounts): Year Ended December 31, 2019 2018 2017 Net loss $ (151,767 ) $ (125,745 ) $ (231,459 ) Basic and diluted weighted average common shares outstanding 218,548 211,574 188,536 Loss per share: Basic and diluted $ (0.69 ) $ (0.59 ) $ (1.23 ) |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Finance Lease, Liability, Maturity | The table below presents a maturity analysis of our operating and finance lease liabilities on an undiscounted basis and reconciles those amounts to the present value of the operating and finance lease liabilities as of December 31, 2019 (in thousands): Operating Finance 2020 $ 3,667 $ 2,519 2021 3,531 1,019 2022 3,855 1,019 2023 4,139 1,019 2024 3,081 1,019 After 2024 4,980 47,667 Total lease payments $ 23,253 $ 54,262 Less: discount 5,118 44,366 Present value of lease liability $ 18,135 $ 9,896 |
Schedule of Operating Lease Maturity | The table below presents a maturity analysis of our operating and finance lease liabilities on an undiscounted basis and reconciles those amounts to the present value of the operating and finance lease liabilities as of December 31, 2019 (in thousands): Operating Finance 2020 $ 3,667 $ 2,519 2021 3,531 1,019 2022 3,855 1,019 2023 4,139 1,019 2024 3,081 1,019 After 2024 4,980 47,667 Total lease payments $ 23,253 $ 54,262 Less: discount 5,118 44,366 Present value of lease liability $ 18,135 $ 9,896 |
Schedule of Future Undiscounted Minimum Rental Payments | At December 31, 2018, future undiscounted minimum rental payments due under noncancelable operating lease agreements pursuant to ASC Topic 840 were: 2019 $ 3,126 2020 3,510 2021 3,440 2022 3,718 2023 3,993 Thereafter 8,061 Total $ 25,848 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Information [Abstract] | |
Net Changes in Components of Operating Assets and Liabilities | The following table provides information regarding the net changes in working capital (in thousands): Year Ended December 31, 2019 2018 2017 Accounts receivable $ (3,508 ) $ (958 ) $ (442 ) Prepaid expenses and other current assets 1,147 (431 ) (1,419 ) Accounts payable and accrued expenses 17,468 23,251 11,338 Other, net (3,929 ) (11,342 ) (2,044 ) Net changes in working capital $ 11,178 $ 10,520 $ 7,433 |
Supplemental Disclosure of Cash Flow Information | The following table provides supplemental disclosure of cash flow information (in thousands): Year Ended December 31, 2019 2018 2017 Non-cash accruals of property, plant and equipment and other non-current assets 11,759 8,630 83 2019 Term Loan paid-in-kind election 1,773 — — Future proceeds from sale of Magellan Petroleum UK 1,384 — — Tradable equity securities 5,069 — — Non-cash settlement of withholding taxes associated with the 2018 and 2017 bonus paid and vesting of certain awards, respectively 6,686 5,733 828 Non-cash settlement of the 2018 and 2017 bonus paid, respectively 18,396 15,202 — Asset retirement obligation additions and revisions 182 115 — Equity offering cost accrual — — 65 The statement of cash flows for the year ended December 31, 2019 reflects a $0.4 million non-cash movement for funds deposited in escrow in December 2018 that were cleared in March 2019 for the purchase of land. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of such amounts shown in the Consolidated Statements of Cash Flows (in thousands): December 31, 2019 2018 2017 Cash and cash equivalents $ 64,615 $ 133,714 $ 128,273 Non-current restricted cash 3,867 49,875 — Total cash, cash equivalents and restricted cash in the statement of cash flows $ 68,482 $ 183,589 $ 128,273 |
INTERIM FINANCIAL INFORMATION_2
INTERIM FINANCIAL INFORMATION (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Interim Financial Information | Amounts presented are in thousands, except, per share amounts (certain amounts may not recalculate exactly due to rounding): First Quarter Second Quarter Third Quarter Fourth Quarter Year Ended December 31, 2019 Total revenue $ 4,959 $ 5,333 $ 9,344 $ 9,138 Loss from operations (32,612 ) (42,036 ) (38,360 ) (32,851 ) Net loss (34,126 ) (40,493 ) (39,607 ) (37,541 ) Net loss per common share - basic and diluted (0.16 ) (0.19 ) (0.18 ) (0.17 ) Weighted average shares outstanding - basic and diluted 217,838 218,742 218,780 218,819 Year Ended December 31, 2018 Total revenue $ 6,801 $ 813 $ 799 $ 1,872 Loss from operations (25,392 ) (36,658 ) (34,384 ) (31,287 ) Net loss (25,184 ) (35,854 ) (33,191 ) (31,516 ) Net loss per common share - basic and diluted (0.12 ) (0.17 ) (0.15 ) (0.14 ) Weighted average shares outstanding - basic and diluted 204,772 206,531 217,380 217,408 |
RECENT ACCOUNTING STANDARDS (Ta
RECENT ACCOUNTING STANDARDS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Description of Recent Accounting Standards, Not been Adopted | The following table provides a description of recent accounting standards that had not been adopted by the Company as of December 31, 2019 : Standard Description Date of Adoption Effect on our Consolidated Financial Statements or Other Significant Matters ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326) This standard establishes the current expected credit loss model, a new impairment model for certain financial instruments based on expected rather than incurred losses. January 1, 2020 The Company adopted the standard on January 1, 2020, and will apply it at the beginning of the period of adoption. The standard did not have a material impact on our financial statements. |
SUPPLEMENTAL DISCLOSURES ABOU_2
SUPPLEMENTAL DISCLOSURES ABOUT NATURAL GAS PRODUCING ACTIVITIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Extractive Industries [Abstract] | |
Capitalized Costs Relating to Oil and Gas Producing Activities Disclosure | Capitalized costs related to Tellurian’s natural gas producing activities are summarized as follows (in thousands): December 31, 2019 2018 2017 Proved properties $ 142,494 $ 101,459 $ 90,869 Unproved properties — 10,204 13,000 Gross capitalized costs 142,494 111,663 103,869 Accumulated DD&A (21,010 ) (1,335 ) (149 ) Net capitalized costs $ 121,484 $ 110,328 $ 103,720 |
Cost Incurred in Oil and Gas Property Acquisition, Exploration, and Development Activities Disclosure | Costs incurred in natural gas property acquisition (inclusive of producing well costs), exploration and development activities are summarized as follows (in thousands): Year Ended December 31, 2019 2018 2017 Property acquisitions: Proved $ 45,484 $ 13,261 $ 90,869 Unproved — 204 13,000 Exploration costs — — — Development 800 2,104 949 Costs incurred $ 46,284 $ 15,569 $ 104,818 |
Oil and Gas Net Production, Average Sales Price and Average Production Costs Disclosure | The following table includes revenues and expenses directly associated with our natural gas and condensate producing activities. It does not include any interest costs or indirect general and administrative costs and, therefore, is not necessarily indicative of the contribution to consolidated net operating results of our natural gas operations. Tellurian’s results of operations from natural gas and condensate producing activities for the periods presented are as follows (in thousands): Year Ended December 31, 2019 2018 2017 Natural gas sales $ 28,774 $ 4,423 $ 503 Operating costs 14,923 11,251 1,668 Depreciation, depletion and amortization 19,736 1,228 115 Impairment charge — 2,699 — Total operating costs and expenses 34,659 15,178 1,783 Results of operations $ (5,885 ) $ (10,755 ) $ (1,280 ) |
Schedule of Proved Developed and Undeveloped Oil and Gas Reserve Quantities | Gas Condensate Gas Equivalent Proved reserves: December 31, 2016 — — — Extensions, discoveries and other additions — — — Revisions of previous estimates — — — Production (190 ) — (191 ) Sale of reserves-in-place — — — Purchases of reserves-in-place 327,308 10 327,371 December 31, 2017 327,118 10 327,180 Extensions, discoveries and other additions 22,481 — 22,481 Revisions of previous estimates (84,061 ) (2 ) (84,072 ) Production (1,399 ) (1 ) (1,405 ) Sale of reserves-in-place — — — Purchases of reserves-in-place 715 — 715 December 31, 2018 264,854 7 264,899 Extensions, discoveries and other additions 12,848 — 12,848 Revisions of previous estimates 4,737 (6 ) 4,696 Production (13,901 ) (1 ) (13,905 ) Sale of reserves-in-place — — — Purchases of reserves-in-place — — — December 31, 2019 268,538 — 268,538 Proved developed reserves: December 31, 2017 5,720 10 5,782 December 31, 2018 17,522 7 17,567 December 31, 2019 30,699 — 30,699 Proved undeveloped reserves: December 31, 2017 321,398 — 321,398 December 31, 2018 247,332 — 247,332 December 31, 2019 237,839 — 237,839 |
Standardized Measure of Discounted Future Cash Flows Relating to Proved Reserves Disclosure | The following summary sets forth our future net cash flows relating to proved natural gas and condensate reserves based on the standardized measure (in thousands): Year Ended December 31, 2019 2018 2017 Future cash inflows $ 534,577 $ 676,454 $ 777,711 Future production costs (102,268 ) (105,341 ) (144,991 ) Future development costs (287,111 ) (264,239 ) (331,297 ) Future income tax provisions (6,612 ) (54,564 ) (52,212 ) Future net cash flows 138,586 252,310 249,211 Less effect of a 10% discount factor (85,415 ) (106,499 ) (161,009 ) Standardized measure of discounted future net cash flows $ 53,171 $ 145,811 $ 88,202 The following table sets forth the changes in the standardized measure of discounted future net cash flows (in thousands): December 31, 2016 $ — Sales and transfers of gas and condensate produced, net of production costs (265 ) Net changes in prices and production costs — Extensions, discoveries, additions and improved recovery, net of related costs — Development costs incurred — Revisions of estimated development costs — Revisions of previous quantity estimates — Accretion of discount — Net change in income taxes (22,921 ) Purchases of reserves in place 111,388 Sales of reserves in place — Changes in timing and other — December 31, 2017 $ 88,202 Sales and transfers of gas and condensate produced, net of production costs (1,773 ) Net changes in prices and production costs 27,530 Extensions, discoveries, additions and improved recovery, net of related costs 13,334 Development costs incurred 545 Revisions of estimated development costs 9,663 Revisions of previous quantity estimates 12,991 Accretion of discount 11,112 Net change in income taxes (9,472 ) Purchases of reserves in place 844 Sales of reserves in place — Changes in timing and other (7,165 ) December 31, 2018 $ 145,811 Sales and transfers of gas and condensate produced, net of production costs (21,704 ) Net changes in prices and production costs (134,366 ) Extensions, discoveries, additions and improved recovery, net of related costs 2,019 Development costs incurred 23,485 Revisions of estimated development costs 6,165 Revisions of previous quantity estimates (12,660 ) Accretion of discount 17,821 Net change in income taxes 28,316 Purchases of reserves in place — Sales of reserves in place — Changes in timing and other (1,716 ) December 31, 2019 $ 53,171 |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail) - Segment | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Business Description And Basis Of Presentation [Line Items] | |||
Number of operating segments | 1 | 1 | 1 |
MERGER - Schedule of Total Cons
MERGER - 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 - Schedule of Preliminar
MERGER - Schedule of Preliminary Purchase Price Allocation to Assets Acquired and Liabilities Assumed in Transaction (Detail) $ in Thousands | Feb. 10, 2017USD ($) |
Fair Value of Assets Acquired: | |
Cash | $ 56 |
Securities available-for-sale | 1,111 |
Other current assets | 93 |
Unproved properties | 13,000 |
Wells in progress | 332 |
Land, buildings and equipment, net | 67 |
Other long-term assets | 19 |
Total assets acquired | 14,678 |
Fair Value of Liabilities Assumed: | |
Accounts payable and other liabilities | 4,393 |
Notes payable | 8 |
Total liabilities assumed | 4,401 |
Total net assets acquired | 10,277 |
Goodwill as a result of the Merger | $ 77,592 |
MERGER - Additional Information
MERGER - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 10, 2017 | |
Business Acquisition [Line Items] | ||||||||||||
Goodwill | $ 77,592,000 | |||||||||||
Goodwill deductible for income tax purposes | $ 0 | |||||||||||
Goodwill impairment | $ 0 | $ 0 | $ 77,592,000 | |||||||||
Net loss | $ (37,541,000) | $ (39,607,000) | $ (40,493,000) | $ (34,126,000) | $ (31,516,000) | $ (33,191,000) | $ (35,854,000) | $ (25,184,000) | $ (151,767,000) | $ (125,745,000) | (231,459,000) | |
Parallax Services | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Net loss | $ 800,000 |
MERGER - Schedule of Unaudited
MERGER - Schedule of Unaudited Pro Forma Results (Detail) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Business Combinations [Abstract] | |
Pro forma net loss | $ | $ (235,201) |
Pro forma net loss per basic share | $ / shares | $ (1.24) |
Pro forma basic and diluted weighted average common shares outstanding | shares | 189,246 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 1,234 | $ 2,279 |
Deposits | 364 | 1,336 |
Future proceeds from sale of Magellan Petroleum UK (Note 5) | 1,384 | 0 |
Tradable equity securities (Note 5) | 5,069 | 0 |
Derivative asset, net - current (Note 8) | 3,121 | 0 |
Other current assets | 126 | 291 |
Total prepaid expenses and other current assets | $ 11,298 | $ 3,906 |
TRANSACTIONS WITH RELATED PAR_2
TRANSACTIONS WITH RELATED PARTIES (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Law Firm | |||
Related Party Transaction [Line Items] | |||
Legal fees | $ 0.4 | $ 0.1 | $ 0.7 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Summary of Property, Plant and Equipment Comprised of Fixed Assets and Oil and Gas Properties (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 161,644 | $ 132,504 |
Accumulated depreciation and depletion | (1,924) | |
Total property, plant and equipment, net | 130,580 | |
Right of use asset — finance leases (Note 17) | 13,437 | |
Accumulated depreciation and depletion | (22,041) | |
Property, plant and equipment, net | 153,040 | |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 13,808 | 13,276 |
Proved properties | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 142,494 | 101,459 |
Unproved properties | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 0 | 10,204 |
Wells in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 57 | 4,660 |
Corporate and other | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 5,285 | $ 2,905 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 10, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and depletion expense | $ 20,400 | $ 1,500 | $ 500 | |
Future proceeds from sale of assets | $ 1,384 | $ 0 | ||
Non-operating Interests | ||||
Property, Plant and Equipment [Line Items] | ||||
Consideration from sale of assets | $ 14,800 | |||
Gain on sale of assets | 4,200 | |||
Non-operating Interests | On or Before March 31, 2020 | ||||
Property, Plant and Equipment [Line Items] | ||||
Future proceeds from sale of assets | 1,200 | |||
Non-operating Interests | Cash | ||||
Property, Plant and Equipment [Line Items] | ||||
Consideration from sale of assets | 6,200 | |||
Non-operating Interests | Prepaid expenses and other current assets | ||||
Property, Plant and Equipment [Line Items] | ||||
Consideration from sale of assets | $ 7,400 |
DEFERRED ENGINEERING COSTS - Ad
DEFERRED ENGINEERING COSTS - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Costs [Abstract] | ||
Deferred engineering costs | $ 106.4 | $ 69 |
FINANCIAL INSTRUMENTS - Additio
FINANCIAL INSTRUMENTS - Additional Information (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2019USD ($)Bcf | Dec. 31, 2018USD ($) | |
Basis Swap | ||
Derivatives, Fair Value [Line Items] | ||
Hedged portions of expected sales of equity production | Bcf | 11.4 | |
Commodity swaps | ||
Derivatives, Fair Value [Line Items] | ||
Hedged portions of expected sales of equity production | Bcf | 11.4 | |
Commodity swaps | Not Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Gain on derivative | $ 3.7 | |
Loss on derivative | $ 0.1 | |
Unrealized gain derivatives | 3.4 | $ 0.1 |
Other Current Assets | Commodity swaps | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets (liabilities), at fair value, net | 3.1 | |
Other non-current assets | Commodity swaps | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets (liabilities), at fair value, net | $ 0.4 |
OTHER NON-CURRENT ASSETS (Detai
OTHER NON-CURRENT ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Land lease and purchase options | $ 4,320 | $ 4,115 |
Permitting costs | 12,838 | 12,585 |
Right of use asset - operating leases (Note 17) | 15,832 | |
Other | 3,765 | 1,959 |
Total other non-current assets | $ 36,755 | $ 18,659 |
Maximum terms (in years) | 50 years |
ACCRUED AND OTHER LIABILITIES_2
ACCRUED AND OTHER LIABILITIES (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Project development activities | $ 3,851 | $ 8,879 |
Payroll and compensation | 18,773 | 23,286 |
Accrued taxes | 1,018 | 2,507 |
Professional services (e.g., legal, audit) | 2,906 | 2,423 |
Lease liability - current (Note 17) | 3,729 | |
Other | 2,726 | 4,078 |
Total accrued and other liabilities | $ 33,003 | $ 41,173 |
BORROWINGS BORROWINGS - Schedul
BORROWINGS BORROWINGS - Schedule of Borrowings (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)credit_agreementextension_term | Dec. 31, 2018USD ($) | May 23, 2019 | |
Debt Instrument [Line Items] | |||
Senior secured term loan | $ 78,528 | $ 0 | |
Unamortized deferred financing costs, discounts and fees | (8,306) | (2,952) | |
Total borrowings | $ 136,649 | 57,048 | |
Number of credit agreements | credit_agreement | 2 | ||
2019 Term Loan | |||
Debt Instrument [Line Items] | |||
Debt interest rate (as a percentage) | 12.00% | 12.00% | |
Senior secured term loan | $ 84,955 | 0 | |
Number of extensions | extension_term | 2 | ||
Extension term (in months) | 6 months | ||
Paid-in-kind interest each quarter (as a percentage) (up to) | 4.00% | 4.00% | |
2018 Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term borrowings | $ 60,000 | $ 60,000 | |
2018 Term Loan | LIBOR | Through the end of the first year from Closing Date | |||
Debt Instrument [Line Items] | |||
Interest rate basis (as a percentage) | 5.00% | ||
2018 Term Loan | LIBOR | Through the end of the second year following Closing Date | |||
Debt Instrument [Line Items] | |||
Interest rate basis (as a percentage) | 7.00% | ||
2018 Term Loan | LIBOR | Thereafter | |||
Debt Instrument [Line Items] | |||
Interest rate basis (as a percentage) | 8.00% | ||
2018 Term Loan | LIBOR | Maximum | |||
Debt Instrument [Line Items] | |||
Interest rate basis (as a percentage) | 8.00% | 8.00% | |
2018 Term Loan | LIBOR | Minimum | |||
Debt Instrument [Line Items] | |||
Interest rate basis (as a percentage) | 5.00% | 5.00% |
BORROWINGS BORROWINGS - Short-t
BORROWINGS BORROWINGS - Short-term Borrowings (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | May 23, 2019 | |
Short-term Debt [Line Items] | ||||
Paid-in-kind interest | $ 1,773,000 | $ 0 | $ 0 | |
Fair value of warrant | $ 3,300,000 | |||
2019 Term Loan | ||||
Short-term Debt [Line Items] | ||||
Principal amount | 60,000,000 | |||
Deferred financing costs | 2,200,000 | |||
Right to additional borrowing | $ 15,000,000 | |||
Debt interest rate (as a percentage) | 12.00% | 12.00% | ||
Paid-in-kind interest each quarter (as a percentage) (up to) | 4.00% | 4.00% | ||
Paid-in-kind interest | $ 1,800,000 | |||
Debt required collateral balance | 30,000,000 | |||
Final fee (as a percentage) | 20.00% | |||
Final payment fee | $ 12,600,000 | |||
Fair value of warrant | $ 3,300,000 |
BORROWINGS - Long-term Borrowin
BORROWINGS - Long-term Borrowings (Details) - USD ($) $ in Thousands | Sep. 28, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||
Non-current restricted cash | $ 3,867 | $ 49,875 | $ 0 | |
2018 Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt term (in years) | 3 years | |||
Principal amount | $ 60,000 | |||
Non-current restricted cash | 3,900 | |||
Voluntary principal payment, minimum amount | 5,000 | |||
Voluntary principal payment, integral multiples in excess thereof | $ 1,000 |
BORROWINGS - Summary of Long-te
BORROWINGS - Summary of Long-term Borrowings Maturities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
2020 | $ 76,773 |
2021 | 60,000 |
Total | $ 136,773 |
BORROWINGS BORROWINGS - Fair Va
BORROWINGS BORROWINGS - Fair Value (Details) $ in Millions | Dec. 31, 2019USD ($) |
2019 Term Loan | |
Debt Instrument [Line Items] | |
Fair value of term loan | $ 83 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Apr. 23, 2019cargo | Jul. 31, 2017person |
Commitments and Contingencies Disclosure [Abstract] | ||
Number of defendants in a lawsuit | person | 3 | |
Long-term purchase commitment, minimum quantity required (in cargo) | cargo | 1 |
STOCKHOLDERS_ EQUITY - Addition
STOCKHOLDERS’ EQUITY - Additional Information (Detail) $ / shares in Units, $ in Thousands | May 23, 2019USD ($)$ / sharesshares | Jun. 30, 2018USD ($)shares | Jan. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Jan. 31, 2017USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Mar. 31, 2018shares | Jun. 30, 2017shares | Mar. 31, 2017shares |
Class of Stock [Line Items] | |||||||||||
Warrant, number of shares available to purchase | 1,500,000 | ||||||||||
Warrant, exercise price | $ / shares | $ 10 | ||||||||||
Warrants outstanding, term | 5 years | ||||||||||
Warrants outstanding | $ | $ 3,300 | ||||||||||
Conversion ratio | 1 | ||||||||||
Option to purchase additional shares of common stock | 12,000,000 | 10,000,000 | |||||||||
Proceeds from sale of common stock, net of fees and commissions | $ | $ 115,200 | $ 94,800 | |||||||||
Fees and commissions | $ | $ 3,600 | $ 5,200 | $ 0 | $ 4,090 | $ 5,707 | ||||||
Treasury shares retired (in shares) | 1,300,000 | ||||||||||
At-the-market program | |||||||||||
Class of Stock [Line Items] | |||||||||||
Aggregate sales proceeds (up to) | $ | 189,700 | ||||||||||
Over-allotment option | |||||||||||
Class of Stock [Line Items] | |||||||||||
Option to purchase additional shares of common stock | 1,500,000 | ||||||||||
Proceeds from sale of common stock, net of fees and commissions | $ | $ 14,500 | ||||||||||
Fees and commissions | $ | $ 500 | ||||||||||
Option to purchase shares (up to) (in shares) | 1,800,000 | 1,500,000 | |||||||||
Convertible preferred stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Convertible preferred stock, shares issued | 6,100,000 | ||||||||||
TOTAL delaware inc | |||||||||||
Class of Stock [Line Items] | |||||||||||
Option to purchase additional shares of common stock | 35,400,000 | ||||||||||
Proceeds from sale of common stock, net of fees and commissions | $ | $ 207,000 | ||||||||||
Shares exchanged for issue of common stock (in shares) | 46,000,000 | ||||||||||
GE oil & gas, inc. | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares converted | 5,500,000 | ||||||||||
GE oil & gas, inc. | Series A preferred stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares converted | 5,500,000 | ||||||||||
GE oil & gas, inc. | Series B preferred stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares converted | 5,500,000 | ||||||||||
Other non-current assets | |||||||||||
Class of Stock [Line Items] | |||||||||||
Deferred engineering costs | $ | $ 50,000 |
STOCKHOLDERS_ EQUITY - Summary
STOCKHOLDERS’ EQUITY - Summary of Changes in Fair Value for Embedded Derivative (Detail) $ in Thousands | 1 Months Ended |
Feb. 10, 2017USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Fair value at the beginning of the period | $ 8,753 |
(Gain) loss on exchange feature | (2,209) |
Fair value at the end of the period | $ 6,544 |
SHARE-BASED COMPENSATION - Addi
SHARE-BASED COMPENSATION - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Gain on sale of securities | $ 4,200,000 | $ 5,100,000 | $ 23,000,000 |
Unrecognized compensation expense | $ 195,800,000 | ||
Granted (in shares) | 635,000 | ||
Vested (in shares) | 130,000 | ||
Granted (in dollars per share) | $ 8.53 | $ 11.02 | $ 9.59 |
Options granted (in shares) | 0 | 0 | 2,000,000 |
Weighted average grant date fair value (in dollars per share) | $ 2.72 | ||
Options exercised (in shares) | 7,000 | 0 | 0 |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 3 years | ||
Restricted Stock, Restricted Stock Units (RSUs), and Phantom Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Gain on sale of securities | $ 0 | ||
Granted (in shares) | 24,600,000 | ||
Vested (in shares) | 600,000 | ||
Total grant date fair value of restricted stock vested | $ 1,200,000 | $ 2,500,000 | $ 3,700,000 |
Omnibus Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of common stock authorized for issuance | 40,000,000 | ||
First anniversary of FID | Restricted Stock, Restricted Stock Units (RSUs), and Phantom Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested (in shares) | 19,600,000 | ||
Second anniversary of FID | Restricted Stock, Restricted Stock Units (RSUs), and Phantom Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested (in shares) | 4,400,000 |
SHARE-BASED COMPENSATION - Summ
SHARE-BASED COMPENSATION - Summary of Restricted Stock Transactions (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Shares | |||
Unvested at January 1, 2019 | 24,384 | ||
Granted (in shares) | 635 | ||
Vested (in shares) | (130) | ||
Forfeited (in shares) | (264) | ||
Unvested at December 31, 2019 | 24,625 | 24,384 | |
Weighted-Average Grant Date Fair Value | |||
Unvested (in dollars per share) | $ 7.56 | $ 7.59 | |
Granted (in dollars per share) | 8.53 | $ 11.02 | $ 9.59 |
Vested (in dollars per share) | 9.24 | ||
Forfeited (in dollars per share) | $ 12.04 |
SHARE-BASED COMPENSATION - Su_2
SHARE-BASED COMPENSATION - Summary of Stock Option Transactions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock Options | |||
Outstanding, beginning balance (in shares) | 1,988,000 | ||
Granted (in shares) | 0 | 0 | 2,000,000 |
Exercised (in shares) | (7,000) | 0 | 0 |
Forfeited or Expired (in shares) | (80,000) | ||
Outstanding, ending balance (in shares) | 1,901,000 | 1,988,000 | |
Exercisable (in shares) | 1,268,000 | ||
Weighted Average Exercise Price | |||
Outstanding, beginning balance (in dollars per share) | $ 10.32 | ||
Granted (in dollars per share) | 0 | ||
Exercised (in dollars per share) | 10.32 | ||
Forfeited or Expired (in dollars per share) | 10.32 | ||
Outstanding, ending balance (in dollars per share) | 10.32 | $ 10.32 | |
Exercisable (in dollars per share) | $ 10.32 |
SHARE-BASED COMPENSATION - Sche
SHARE-BASED COMPENSATION - Schedule of Valuation Assumptions of Stock Options (Details) - Stock Options | 12 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 6 years |
Expected volatility | 22.13% |
Expected dividend yields | 0.00% |
Risk-free rate | 2.05% |
SHARE-BASED PAYMENTS - Addition
SHARE-BASED PAYMENTS - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 10, 2017 | Mar. 31, 2017 | Feb. 28, 2017 | May 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 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 | ||||||
Vendors | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense for vendors | $ 900 | $ 0 | $ 19,400 | ||||
Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock shares issued on merger | 90,350 | 409,800 | 51,540,000 | ||||
Common stock shares issued on merger, value | $ 1,300 | $ 5,800 | $ 1,390 | ||||
Omnibus Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares available for grant | 1,000,000 | ||||||
Aggregate difference between purchase price and fair value | $ 11,400 | ||||||
Purchase price per share | $ 0.50 | ||||||
Closing share price on the date of issuance per share | $ 11.88 |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax Benefit (Provision) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 0 | 0 | 0 |
Foreign | 0 | 190 | (185) |
Total Current | 0 | 190 | (185) |
Deferred: | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Foreign | 0 | 0 | 0 |
Total Deferred | 0 | 0 | 0 |
Total income tax benefit (provision) | $ 0 | $ 190 | $ (185) |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (139,654) | $ (115,137) | $ (223,991) |
Foreign | (12,113) | (10,798) | (7,283) |
Total loss before income taxes | $ (151,767) | $ (125,935) | $ (231,274) |
INCOME TAXES - Summary of Effec
INCOME TAXES - Summary of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit (provision) at U.S. statutory rate | $ 31,871 | $ 26,446 | $ 80,946 |
Share-based compensation | 0 | 0 | 0 |
Impairment | 0 | 0 | (27,969) |
Change in U.S. tax rate | 0 | 0 | (30,562) |
Change in valuation allowance due to change in U.S. tax rate | 0 | 0 | 30,562 |
U.S. state tax | 7,529 | 7,955 | 0 |
Change in valuation allowance | (38,953) | (32,086) | (51,030) |
Other | (447) | (2,125) | (2,132) |
Total income tax benefit (provision) | $ 0 | $ 190 | $ (185) |
INCOME TAXES - Components of De
INCOME TAXES - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Capitalized engineering costs | $ 27,705 | $ 6,353 |
Capitalized start-up costs | 17,747 | 19,290 |
Compensation and benefits | 3,478 | 3,862 |
Federal | 60,469 | 37,822 |
State | 9,700 | 4,979 |
Foreign | 4,087 | 2,392 |
Other, net | 6,247 | 8,328 |
Deferred tax assets | 129,433 | 83,026 |
Less valuation allowance | (121,980) | (83,026) |
Deferred tax assets, net of valuation allowance | 7,453 | 0 |
Deferred tax liabilities, property and equipment | (7,453) | 0 |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Unfavorable impact to gross U.S. deferred tax assets | $ 30,600,000 | |
Increase in valuation allowance | $ 39,000,000 | $ 30,600,000 |
Federal | 273,700,000 | |
State | 191,300,000 | |
Foreign | 22,900,000 | |
NOLs with indefinite carryforward period | 205,100,000 | |
Undistributed earnings and profits | $ 0 |
LOSS PER SHARE - Schedule of E
LOSS PER SHARE - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |||||||||||
Net loss | $ (37,541) | $ (39,607) | $ (40,493) | $ (34,126) | $ (31,516) | $ (33,191) | $ (35,854) | $ (25,184) | $ (151,767) | $ (125,745) | $ (231,459) |
Basic and diluted weighted average common shares outstanding (in shares) | 218,819 | 218,780 | 218,742 | 217,838 | 217,408 | 217,380 | 206,531 | 204,772 | 218,548 | 211,574 | 188,536 |
Loss per share: | |||||||||||
Basic and diluted (in dollars per share) | $ (0.17) | $ (0.18) | $ (0.19) | $ (0.16) | $ (0.14) | $ (0.15) | $ (0.17) | $ (0.12) | $ (0.69) | $ (0.59) | $ (1.23) |
LOSS PER SHARE - Additional In
LOSS PER SHARE - Additional Information (Detail) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restricted Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share amount | 24.6 | 24.4 | 19.9 |
Stock Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share amount | 1.9 | 2 | 2 |
Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share amount | 6.1 | 6.1 |
LEASES - Additional Information
LEASES - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2019 | |
Lessee, Lease, Description [Line Items] | ||||
Operating lease, right of use asset | $ 15,832 | |||
Operating lease liability | $ 18,135 | |||
Finance lease renewal term (in years) | 40 years | |||
Finance lease, termination term (in years) | 5 years | |||
Finance lease, weighted-average remaining lease term (in years) | 52 years | |||
Finance lease, weighted-average discount rate (as a percentage) | 12.00% | |||
Finance lease, right-of-use asset | $ 13,437 | |||
Finance lease, liability | 9,896 | |||
Payments of finance lease principal | 2,224 | |||
Finance lease, amortization of right of use liabilities | $ 200 | |||
Operating lease renewal term (in years) | 10 years | |||
Operating lease, weighted-average remaining lease term (in years) | 6 years | |||
Operating lease, weighted-average discount rate (as a percentage) | 8.00% | |||
Operating lease costs | $ 3,600 | $ 3,200 | $ 2,300 | |
Operating lease, cash paid for amounts included in the measurement of lease liabilities | 3,200 | $ 2,200 | $ 1,000 | |
Accrued and other liabilities | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease liability | 2,300 | |||
Finance lease, liability | 1,400 | |||
Other non-current liabilities | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease liability | 15,800 | |||
Finance lease, liability | 8,500 | |||
Other non-current assets | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, right of use asset | $ 15,800 | |||
Accounting Standards Update 2016-02 | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, right of use asset | $ 17,900 | |||
Operating lease liability | $ 19,800 |
LEASES - Schedule of Lease Matu
LEASES - Schedule of Lease Maturity (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating | |
2020 | $ 3,667 |
2021 | 3,531 |
2022 | 3,855 |
2023 | 4,139 |
2024 | 3,081 |
After 2024 | 4,980 |
Total lease payments | 23,253 |
Less: discount | 5,118 |
Present value of lease liability | 18,135 |
Finance | |
2020 | 2,519 |
2021 | 1,019 |
2022 | 1,019 |
2023 | 1,019 |
2024 | 1,019 |
After 2024 | 47,667 |
Total lease payments | 54,262 |
Less: discount | 44,366 |
Present value of lease liability | $ 9,896 |
LEASES - Schedule of Future Und
LEASES - Schedule of Future Undiscounted Minimum Rental Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 3,126 |
2020 | 3,510 |
2021 | 3,440 |
2022 | 3,718 |
2023 | 3,993 |
Thereafter | 8,061 |
Total | $ 25,848 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION - Net Change in Components of Operating Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |||
Accounts receivable | $ (3,508) | $ (958) | $ (442) |
Prepaid expenses and other current assets | 1,147 | (431) | (1,419) |
Accounts payable and accrued expenses | 17,468 | 23,251 | 11,338 |
Other, net | (3,929) | (11,342) | (2,044) |
Net changes in working capital | $ 11,178 | $ 10,520 | $ 7,433 |
SUPPLEMENTAL CASH FLOW INFORM_4
SUPPLEMENTAL CASH FLOW INFORMATION - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Supplemental Cash Flow Information [Abstract] | |||
Non-cash accruals of property, plant and equipment and other non-current assets | $ 11,759 | $ 8,630 | $ 83 |
2019 Term Loan paid-in-kind election | 1,773 | 0 | 0 |
Future proceeds from sale of Magellan Petroleum UK | 1,384 | 0 | 0 |
Tradable equity securities | 5,069 | 0 | 0 |
Non-cash settlement of withholding taxes associated with the 2018 and 2017 bonus paid and vesting of certain awards, respectively | 6,686 | 5,733 | 828 |
Non-cash settlement of the 2018 and 2017 bonus paid, respectively | 18,396 | 15,202 | 0 |
Asset retirement obligation additions and revisions | 182 | 115 | 0 |
Equity offering cost accrual | $ 0 | 0 | $ 65 |
Escrow deposit | $ 400 |
Supplemental Cash Flow Inform_5
Supplemental Cash Flow Information - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 64,615 | $ 133,714 | $ 128,273 | |
Non-current restricted cash | 3,867 | 49,875 | 0 | |
Total cash, cash equivalents and restricted cash in the statement of cash flows | $ 68,482 | $ 183,589 | $ 128,273 | $ 21,398 |
INTERIM FINANCIAL INFORMATION_3
INTERIM FINANCIAL INFORMATION (UNAUDITED) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenue | $ 9,138 | $ 9,344 | $ 5,333 | $ 4,959 | $ 1,872 | $ 799 | $ 813 | $ 6,801 | $ 28,774 | $ 10,286 | $ 5,441 |
Loss from operations | (32,851) | (38,360) | (42,036) | (32,612) | (31,287) | (34,384) | (36,658) | (25,392) | (145,859) | (127,720) | (238,567) |
Net loss | $ (37,541) | $ (39,607) | $ (40,493) | $ (34,126) | $ (31,516) | $ (33,191) | $ (35,854) | $ (25,184) | $ (151,767) | $ (125,745) | $ (231,459) |
Basic and diluted (in dollars per share) | $ (0.17) | $ (0.18) | $ (0.19) | $ (0.16) | $ (0.14) | $ (0.15) | $ (0.17) | $ (0.12) | $ (0.69) | $ (0.59) | $ (1.23) |
Weighted average shares outstanding - basic and diluted (in shares) | 218,819 | 218,780 | 218,742 | 217,838 | 217,408 | 217,380 | 206,531 | 204,772 | 218,548 | 211,574 | 188,536 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ / shares in Units, $ in Millions | Feb. 24, 2020USD ($)MT / yr | Feb. 11, 2020USD ($)$ / sharesshares | Jun. 30, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Jul. 31, 2017person |
Subsequent Event [Line Items] | |||||
Number of defendants in a lawsuit | person | 3 | ||||
Sale of stock, number of shares | shares | 12,000,000 | 10,000,000 | |||
Proceeds from sale of common stock | $ 115.2 | $ 94.8 | |||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Number of LNG to purchase (in mtpa) | MT / yr | 5 | ||||
Payments to acquire equity investments | $ 2,500 | ||||
Director | |||||
Subsequent Event [Line Items] | |||||
Number of defendants in a lawsuit | person | 2 | ||||
Common Stock | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Sale of stock, number of shares | shares | 2,114,591 | ||||
Sale of stock, offering price (in USD per share) | $ / shares | $ 6.36 | ||||
Proceeds from sale of common stock | $ 13.1 |
SUPPLEMENTAL DISCLOSURES ABOU_3
SUPPLEMENTAL DISCLOSURES ABOUT NATURAL GAS PRODUCING ACTIVITIES - Capitalized Costs Related to Natural Gas Producing Activities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Extractive Industries [Abstract] | |||
Proved properties | $ 142,494 | $ 101,459 | $ 90,869 |
Unproved properties | 0 | 10,204 | 13,000 |
Gross capitalized costs | 142,494 | 111,663 | 103,869 |
Accumulated DD&A | (21,010) | (1,335) | (149) |
Net capitalized costs | $ 121,484 | $ 110,328 | $ 103,720 |
SUPPLEMENTAL DISCLOSURES ABOU_4
SUPPLEMENTAL DISCLOSURES ABOUT NATURAL GAS PRODUCING ACTIVITIES - Costs Incurred in Exploration, Property Acquisitions and Development (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property acquisitions: | |||
Proved | $ 45,484 | $ 13,261 | $ 90,869 |
Unproved | 0 | 204 | 13,000 |
Exploration costs | 0 | 0 | 0 |
Development | 800 | 2,104 | 949 |
Costs incurred | $ 46,284 | $ 15,569 | $ 104,818 |
SUPPLEMENTAL DISCLOSURES ABOU_5
SUPPLEMENTAL DISCLOSURES ABOUT NATURAL GAS PRODUCING ACTIVITIES - Results of Operations for Natural Gas & Condensate Producing Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Extractive Industries [Abstract] | |||
Natural gas sales | $ 28,774 | $ 4,423 | $ 503 |
Operating costs | 14,923 | 11,251 | 1,668 |
Depreciation, depletion and amortization | 19,736 | 1,228 | 115 |
Impairment charge | 0 | 2,699 | 0 |
Total operating costs and expenses | 34,659 | 15,178 | 1,783 |
Results of operations | $ (5,885) | $ (10,755) | $ (1,280) |
SUPPLEMENTAL DISCLOSURES ABOU_6
SUPPLEMENTAL DISCLOSURES ABOUT NATURAL GAS PRODUCING ACTIVITIES - Natural Gas & Condensate Reserve Quantity Information (Details) MMcfe in Thousands, MMcf in Thousands, MBbls in Thousands | 12 Months Ended | ||
Dec. 31, 2019MMcfeBcfeMBblsMMcf | Dec. 31, 2018MMcfeBcfeMBblsMMcf | Dec. 31, 2017MMcfeBcfeMBblsMMcf | |
Proved Developed and Undeveloped Reserve (Energy) [Roll Forward] | |||
Extensions, discoveries and other additions | Bcfe | 13 | 85 | |
Revisions of previous estimates | Bcfe | 4 | 22 | |
Purchases of reserves-in-place | Bcfe | 1 | 327 | |
Gas | |||
Proved Developed and Undeveloped Reserves [Roll Forward] | |||
Proved reserves, beginning balance | MMcf | 264,854 | 327,118 | 0 |
Extensions, discoveries and other additions | MMcf | 12,848 | 22,481 | 0 |
Revisions of previous estimates | MMcf | 4,737 | (84,061) | 0 |
Production | MMcf | (13,901) | (1,399) | (190) |
Sale of reserves-in-place | MMcf | 0 | 0 | 0 |
Purchases of reserves-in-place | MMcf | 0 | 715 | 327,308 |
Proved reserves, ending balance | MMcf | 268,538 | 264,854 | 327,118 |
Proved developed reserves: | MMcf | 30,699 | 17,522 | 5,720 |
Proved undeveloped reserves: | MMcf | 237,839 | 247,332 | 321,398 |
Condensate | |||
Proved Developed and Undeveloped Reserves [Roll Forward] | |||
Proved reserves, beginning balance | MBbls | 7 | 10 | 0 |
Extensions, discoveries and other additions | MBbls | 0 | 0 | 0 |
Revisions of previous estimates | MBbls | (6) | (2) | 0 |
Production | MBbls | (1) | (1) | 0 |
Sale of reserves-in-place | MBbls | 0 | 0 | 0 |
Purchases of reserves-in-place | MBbls | 0 | 0 | 10 |
Proved reserves, ending balance | MBbls | 0 | 7 | 10 |
Proved developed reserves: | MBbls | 0 | 7 | 10 |
Proved undeveloped reserves: | MBbls | 0 | 0 | 0 |
Gas Equivalent | |||
Proved Developed and Undeveloped Reserve (Energy) [Roll Forward] | |||
Proved reserve (energy), beginning balance | MMcfe | 264,899 | 327,180 | 0 |
Extensions, discoveries and other additions | MMcfe | 12,848 | 22,481 | 0 |
Revisions of previous estimates | MMcfe | 4,696 | (84,072) | 0 |
Production | MMcfe | (13,905) | (1,405) | (191) |
Sale of reserves-in-place | MMcfe | 0 | 0 | 0 |
Purchases of reserves-in-place | MMcfe | 0 | 715 | 327,371 |
Proved reserve (energy), ending balance | MMcfe | 268,538 | 264,899 | 327,180 |
Proved developed reserves: | MMcfe | 30,699 | 17,567 | 5,782 |
Proved undeveloped reserves: | MMcfe | 237,839 | 247,332 | 321,398 |
SUPPLEMENTAL DISCLOSURES ABOU_7
SUPPLEMENTAL DISCLOSURES ABOUT NATURAL GAS PRODUCING ACTIVITIES - Additional Information (Details) - Bcfe | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Extractive Industries [Abstract] | |||
Extensions, discoveries and other additions | 13 | 85 | |
Additional proved undeveloped locations, discoveries (in Bcfe) | 12 | 19 | |
Additional proved undeveloped locations, drilling activities (in Bcfe) | 1 | 3 | |
Revisions of previous estimates | 4 | 22 | |
Proved developed and undeveloped reserves, revision due to change of prices (in Bcfe) | (4) | 1 | |
Proved developed and undeveloped reserves negative revision in operating expenses (in Bcfe) | 2 | ||
Proved developed and undeveloped, revision from performance (in Bcfe) | 9 | 59 | |
Proved developed and undeveloped, revision from changes in ownership (in Bcfe) | 1 | ||
Proved undeveloped reserves converted (in Bcfe) | 29 | ||
Proved undeveloped reserves, added from additional locations (in Bcfe) | 12 | ||
Proved undeveloped reserves, revision of previous estimate (in Bcfe) | 8 | ||
Proved undeveloped reserves, revision from performance (in Bcfe) | 9 | ||
Proved undeveloped reserves, revision due to change of prices (in Bcfe) | (2) | ||
Proved undeveloped reverses, revision from changes in ownership | 1 | ||
Proved undeveloped reserves, revision of previous estimates (in Bcfe) | 14 | ||
Proved developed and undeveloped reserves, revisions due to loss of leases (in Bcfe) | 12 | ||
Purchases of reserves-in-place | 1 | 327 |
SUPPLEMENTAL DISCLOSURES ABOU_8
SUPPLEMENTAL DISCLOSURES ABOUT NATURAL GAS PRODUCING ACTIVITIES - Standardized Measure of Discounted Future Net Cash Flows Related to Proved Natural Gas & Condensate Reserves (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Extractive Industries [Abstract] | ||||
Future cash inflows | $ 534,577 | $ 676,454 | $ 777,711 | |
Future production costs | (102,268) | (105,341) | (144,991) | |
Future development costs | (287,111) | (264,239) | (331,297) | |
Future income tax provisions | (6,612) | (54,564) | (52,212) | |
Future net cash flows | 138,586 | 252,310 | 249,211 | |
Less effect of a 10% discount factor | (85,415) | (106,499) | (161,009) | |
Standardized measure of discounted future net cash flows | $ 53,171 | $ 145,811 | $ 88,202 | $ 0 |
SUPPLEMENTAL DISCLOSURES ABOU_9
SUPPLEMENTAL DISCLOSURES ABOUT NATURAL GAS PRODUCING ACTIVITIES - Changes in Standardized Measure of Discounted Future Net Cash Flows Related to Proved Natural Gas & Condensate Reserves (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Roll Forward] | |||
Beginning balance | $ 145,811 | $ 88,202 | $ 0 |
Sales and transfers of gas and condensate produced, net of production costs | (21,704) | (1,773) | (265) |
Net changes in prices and production costs | (134,366) | 27,530 | 0 |
Extensions, discoveries, additions and improved recovery, net of related costs | 2,019 | 13,334 | 0 |
Development costs incurred | 23,485 | 545 | 0 |
Revisions of estimated development costs | 6,165 | 9,663 | 0 |
Revisions of previous quantity estimates | (12,660) | 12,991 | 0 |
Accretion of discount | 17,821 | 11,112 | 0 |
Net change in income taxes | 28,316 | (9,472) | (22,921) |
Purchases of reserves in place | 0 | 844 | 111,388 |
Sales of reserves in place | 0 | 0 | 0 |
Changes in timing and other | (1,716) | (7,165) | |
Ending balance | $ 53,171 | $ 145,811 | $ 88,202 |
SCHEDULE I CONDENSED FINANCIA_2
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT - PARENT COMPANY BALANCE SHEETS (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | $ 64,615 | $ 133,714 | $ 128,273 | |
Prepaids and other | 11,298 | 3,906 | ||
Property, plant and equipment, net | 130,580 | |||
Total assets | 382,322 | 408,548 | ||
Accounts payable | 21,048 | 11,597 | ||
Accrued and other liabilities | 33,003 | 41,173 | ||
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, 400,000,000 authorized: 242,207,522 and 240,655,607 shares outstanding, respectively | 2,211 | 2,195 | ||
Additional paid-in capital | 769,639 | 749,537 | ||
Accumulated deficit | (605,626) | (453,859) | ||
Total stockholders’ equity | 166,285 | 297,934 | $ 223,887 | $ 5,599 |
Total liabilities and stockholders’ equity | 382,322 | 408,548 | ||
Parent company | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 0 | 0 | ||
Prepaids and other | 214 | 72 | ||
Loan note receivable from a subsidiary | 499,504 | 0 | ||
Investments in subsidiaries | 0 | 289,802 | ||
Property, plant and equipment, net | 0 | 10,000 | ||
Total assets | 499,718 | 299,874 | ||
Accounts payable | 939 | 114 | ||
Accrued and other liabilities | 1,725 | 1,826 | ||
Payables due to subsidiaries | 330,769 | 0 | ||
Total liabilities | 333,433 | 1,940 | ||
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, 400,000,000 authorized: 242,207,522 and 240,655,607 shares outstanding, respectively | 2,211 | 2,195 | ||
Additional paid-in capital | 769,639 | 749,537 | ||
Accumulated deficit | (605,626) | (453,859) | ||
Total stockholders’ equity | 166,285 | 297,934 | ||
Total liabilities and stockholders’ equity | $ 499,718 | $ 299,874 |
SCHEDULE I CONDENSED FINANCIA_3
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT - PARENT COMPANY BALANCE SHEETS (Parenthetical) (Details) - Parent company - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares outstanding (in shares) | 6,123,782 | 6,123,782 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares, outstanding (in shares) | 242,207,522 | 240,655,607 |
SCHEDULE I CONDENSED FINANCIA_4
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT - PARENT COMPANY STATEMENTS OF OPERATIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Income Statements, Captions [Line Items] | |||||||||||
Total revenue | $ 9,138 | $ 9,344 | $ 5,333 | $ 4,959 | $ 1,872 | $ 799 | $ 813 | $ 6,801 | $ 28,774 | $ 10,286 | $ 5,441 |
Cost of sales | 7,071 | 6,115 | 7,565 | ||||||||
Development expenses | 59,629 | 44,034 | 59,498 | ||||||||
General and administrative expenses | 87,487 | 81,777 | 98,874 | ||||||||
Goodwill impairment | 0 | 0 | 77,592 | ||||||||
Total operating costs and expenses | 174,633 | 138,006 | 244,008 | ||||||||
Other income, net | 10,447 | 211 | 4,062 | ||||||||
Interest expense | 16,355 | (1,574) | (1,022) | ||||||||
Income tax benefit (provision) | 0 | 190 | (185) | ||||||||
Parent company | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Total revenue | 0 | 0 | 0 | ||||||||
Cost of sales | 0 | 93 | 15 | ||||||||
Development expenses | 11,047 | 2,487 | 320 | ||||||||
General and administrative expenses | 20,498 | 4,618 | 594 | ||||||||
Goodwill impairment | 0 | 0 | 77,592 | ||||||||
Total operating costs and expenses | 31,545 | 7,198 | 78,521 | ||||||||
Other income, net | 63,090 | 0 | 0 | ||||||||
Interest expense | 0 | 2 | 0 | ||||||||
Income (Loss) from operations before income taxes and equity in losses of subsidiaries | 31,545 | (7,200) | (78,521) | ||||||||
Income tax benefit (provision) | 0 | 0 | (4) | ||||||||
Net loss from operations before equity in losses of subsidiaries | 31,545 | (7,200) | (78,525) | ||||||||
Equity in losses of subsidiaries, net of tax | (183,312) | (118,545) | (152,934) | ||||||||
Net loss | $ (151,767) | $ (125,745) | $ (231,459) |
SCHEDULE I CONDENSED FINANCIA_5
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT - PARENT COMPANY STATEMENTS OF CASH FLOWS (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Net cash provided (used) by operating activities | $ (113,008) | $ (103,752) | $ (109,229) | ||
Cash flows from investing activities: | |||||
Cash received in acquisition | 0 | 0 | 56 | ||
Net cash used in investing activities | (65,943) | (21,687) | (95,565) | ||
Cash flows from financing activities: | |||||
Proceeds from the issuance of common stock | 0 | 133,800 | 318,204 | ||
Tax payments for net share settlement of equity awards | (6,686) | (5,734) | (828) | ||
Equity offering costs | $ (3,600) | $ (5,200) | 0 | (4,090) | (5,707) |
Net cash provided by financing activities | 63,844 | 180,755 | 311,669 | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | (115,107) | 55,316 | 106,875 | ||
Cash and cash equivalents, beginning of period | 183,589 | 128,273 | 21,398 | ||
Cash, cash equivalents and restricted cash, end of period | 128,273 | 68,482 | 183,589 | 128,273 | |
Parent company | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Net cash provided (used) by operating activities | 6,686 | (123,976) | (312,553) | ||
Cash flows from investing activities: | |||||
Cash received in acquisition | 0 | 0 | 56 | ||
Net cash used in investing activities | 0 | 0 | 56 | ||
Cash flows from financing activities: | |||||
Proceeds from the issuance of common stock | 0 | 133,800 | 318,204 | ||
Tax payments for net share settlement of equity awards | (6,686) | (5,734) | 0 | ||
Equity offering costs | 0 | (4,090) | (5,707) | ||
Net cash provided by financing activities | (6,686) | 123,976 | 312,497 | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | 0 | 0 | 0 | ||
Cash and cash equivalents, beginning of period | 0 | 0 | 0 | ||
Cash, cash equivalents and restricted cash, end of period | $ 0 | $ 0 | $ 0 | $ 0 |
SCHEDULE I CONDENSED FINANCIA_6
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT - Basis of Presentation (Details) | Dec. 31, 2019 |
Parent company | Merger Agreement | |
Business Acquisition [Line Items] | |
Exchange of shares, conversion ratio | 1.3 |