Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-5507 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 06-0842255 | |
Entity Address, Address Line One | 1201 Louisiana Street, | |
Entity Address, Address Line Two | Suite 3100, | |
Entity Address, City or Town | Houston, | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77002 | |
City Area Code | 832 | |
Local Phone Number | 962-4000 | |
Title of 12(b) Security | Common stock, par value $0.01 per share | |
Trading Symbol | TELL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 409,630,935 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | TELLURIAN INC. /DE/ | |
Entity Central Index Key | 0000061398 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 58,729 | $ 78,297 |
Accounts receivable | 3,584 | 4,500 |
Prepaid expenses and other current assets | 1,411 | 2,105 |
Total current assets | 63,724 | 84,902 |
Property, plant and equipment, net | 59,671 | 61,257 |
Deferred engineering costs | 110,626 | 110,499 |
Non-current restricted cash | 3,443 | 3,440 |
Other non-current assets | 32,806 | 32,897 |
Total assets | 270,270 | 292,995 |
Current liabilities: | ||
Accounts payable | 25,247 | 23,573 |
Accounts payable due to related parties | 450 | 910 |
Accrued and other liabilities | 19,897 | 22,003 |
Borrowings | 16,848 | 72,819 |
Total current liabilities | 62,442 | 119,305 |
Borrowings | 0 | 38,275 |
Other non-current liabilities | 25,922 | 26,325 |
Total long-term liabilities | 25,922 | 64,600 |
Stockholders’ equity: | ||
Preferred stock, $0.01 par value, 100,000,000 authorized: 6,123,782 and 6,123,782 shares outstanding, respectively | 61 | 61 |
Common stock, $0.01 par value, 800,000,000 authorized: 401,037,076 and 354,315,739 shares outstanding, respectively | 3,779 | 3,309 |
Additional paid-in capital | 1,021,373 | 922,042 |
Accumulated deficit | (843,307) | (816,322) |
Total stockholders’ equity | 181,906 | 109,090 |
Total liabilities and stockholders’ equity | $ 270,270 | $ 292,995 |
Common stock, shares authorized (in shares) | 800,000,000 | 800,000,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares outstanding (in shares) | 6,123,782 | 6,123,782 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 800,000,000 | 800,000,000 |
Common stock, shares outstanding (in shares) | 401,037,076 | 354,315,739 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Income Statement [Abstract] | |||
Natural gas sales | $ 8,706 | $ 8,217 | |
Operating costs and expenses: | |||
Cost of sales | 2,406 | 2,879 | |
Development expenses | 8,141 | 11,183 | |
Depreciation, depletion and amortization | 2,652 | 5,832 | |
General and administrative expenses | 15,111 | 17,239 | |
Severance and reorganization charges | 0 | 5,505 | |
Total operating costs and expenses | 28,310 | 42,638 | |
Loss from operations | (19,604) | (34,421) | |
Interest expense, net | (5,892) | (6,396) | |
Gain on extinguishment of debt, net | 1,574 | 0 | |
Other (expense) income, net | (3,063) | 83 | |
Loss before income taxes | (26,985) | (40,734) | |
Income tax | 0 | 0 | |
Net loss | $ (26,985) | $ (40,734) | |
Net loss per common share: | |||
Basic (in dollars per share) | [1] | $ (0.08) | $ (0.18) |
Diluted (in dollars per share) | [1] | $ (0.08) | $ (0.18) |
Weighted-average shares outstanding: | |||
Basic (in shares) | 356,676 | 221,133 | |
Diluted (in shares) | 356,676 | 221,133 | |
[1] | (1) The numerator for both basic and diluted loss per share is net loss. The denominator for both basic and diluted loss per share is the weighted-average shares outstanding during the period. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | |
Beginning balance at Dec. 31, 2019 | $ 166,285 | $ 61 | $ 2,211 | $ 769,639 | $ (605,626) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issuances | 23 | 13,238 | ||||
Share-based compensation, net | [1] | 684 | ||||
Share-based payments | 111 | |||||
Settlement of Final Payment Fee | 110 | 9,036 | ||||
Warrants issued in connection with Borrowings | (2,109) | |||||
Net loss | (40,734) | (40,734) | ||||
Ending balance at Mar. 31, 2020 | 146,644 | 61 | 2,344 | 790,599 | (646,360) | |
Beginning balance at Dec. 31, 2020 | 109,090 | 61 | 3,309 | 922,042 | (816,322) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issuances | 387 | 88,776 | ||||
Share-based compensation, net | [1] | 23 | 2,656 | |||
Warrant exercises | 60 | 8,117 | ||||
Warrant cancellation | (218) | |||||
Net loss | (26,985) | (26,985) | ||||
Ending balance at Mar. 31, 2021 | $ 181,906 | $ 61 | $ 3,779 | $ 1,021,373 | $ (843,307) | |
[1] | (1) Includes settlement of 2019 bonus that was accrued for in 2019. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (26,985) | $ (40,734) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, depletion and amortization | 2,652 | 5,832 |
Amortization of debt issuance costs, discounts and fees | 3,061 | 3,231 |
Share-based compensation | 1,571 | 683 |
Share-based payments | 0 | 111 |
Interest elected to be paid-in-kind | 508 | 130 |
Loss (gain) on financial instruments not designated as hedges | 1,080 | (101) |
Net gain on extinguishment of debt | (1,574) | 0 |
Other | (80) | 1,163 |
Net changes in working capital (Note 15) | 9,292 | 9,191 |
Net cash used in operating activities | (10,475) | (20,494) |
Cash flows from investing activities: | ||
Development of natural gas properties | (1,130) | (269) |
Purchase of property, plant and equipment | (270) | 0 |
Net cash used in investing activities | (1,400) | (269) |
Cash flows from financing activities: | ||
Proceeds from common stock issuances | 91,929 | 13,324 |
Equity issuance costs | (2,766) | (63) |
Borrowing principal repayments | (102,725) | (2,000) |
Tax payments for net share settlement of equity awards (Note 15) | (2,305) | 0 |
Proceeds from warrant exercises | 8,177 | 0 |
Other | (1) | 42 |
Net cash (used in) provided by financing activities | (7,691) | 11,303 |
Net decrease in cash, cash equivalents and restricted cash | (19,566) | (9,460) |
Cash, cash equivalents and restricted cash, beginning of period | 81,738 | 68,482 |
Cash, cash equivalents and restricted cash, end of period | 62,172 | 59,022 |
Supplementary disclosure of cash flow information: | ||
Interest paid | $ 2,116 | $ 2,905 |
General
General | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
General | NOTE 1 — GENERAL The terms “we,” “our,” “us,” “Tellurian” and the “Company” as used in this report refer collectively to Tellurian Inc. and its subsidiaries unless the context suggests otherwise. These terms are used for convenience only and are not intended as a precise description of any separate legal entity associated with Tellurian Inc. Nature of Operations We plan to develop, own and operate a global natural gas business and to deliver natural gas to customers worldwide. 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 plans to develop the Driftwood pipeline as part of what we refer to as the “Pipeline Network.” The Driftwood terminal, the Pipeline Network and required natural gas production assets are collectively referred to as the “Driftwood Project”. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain notes and other information have been condensed or omitted. The accompanying interim financial statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for the fair presentation of our Condensed Consolidated Financial Statements. These interim financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2020. Certain reclassifications have been made to conform prior period information to the current presentation. The reclassifications did not have a material effect on our consolidated financial position, results of operations or cash flows. Liquidity Our Condensed 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 Condensed Consolidated Financial Statements, we have generated losses and negative cash flows from operations, and have an accumulated deficit. We have not yet established an ongoing source of revenues sufficient to satisfy our obligations and fund working capital needs. We are planning to generate proceeds from our at-the-market program and have determined that it is probable that such proceeds will satisfy our obligations and fund our working capital needs for at least twelve months following the issuance of the financial statements. We also continue to evaluate generating additional proceeds from various other potential financing transactions, such as issuances of equity, equity-linked and debt securities, or similar transactions to fund our obligations and working capital needs. Use of Estimates To conform with GAAP, we make estimates and assumptions that affect the amounts reported in our Condensed Consolidated Financial Statements and the accompanying notes. Although these estimates and assumptions are based on our best available knowledge at the time, actual results may differ. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | NOTE 2 — PREPAID EXPENSES AND OTHER CURRENT ASSETS The components of prepaid expenses and other current assets consist of the following (in thousands): March 31, 2021 December 31, 2020 Prepaid expenses $ 1,064 $ 1,156 Deposits 100 100 Derivative asset — 843 Other current assets 247 6 Total prepaid expenses and other current assets $ 1,411 $ 2,105 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | NOTE 3 — PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment is comprised of fixed assets, proved oil and natural gas properties and finance leases, as shown below (in thousands): March 31, 2021 December 31, 2020 Land $ 14,180 $ 13,808 Proved properties 62,889 62,227 Wells in progress 603 492 Corporate and other 3,477 3,476 Total property, plant and equipment at cost 81,149 80,003 Accumulated DD&A (41,396) (38,764) Right of use asset — finance leases 19,918 20,018 Total property, plant and equipment, net $ 59,671 $ 61,257 Land We own land in Louisiana for the purpose of constructing the Driftwood Project. |
Deferred Engineering Costs
Deferred Engineering Costs | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs [Abstract] | |
Deferred Engineering Costs | NOTE 4 — DEFERRED ENGINEERING COSTS Deferred engineering costs of approximately $110.6 million, represent detailed engineering services related to the planned construction of the Driftwood terminal as of March 31, 2021. The balance in this account will be transferred to construction in progress upon reaching an affirmative FID by the Company’s Board of Directors. |
Other Non-Current Assets
Other Non-Current Assets | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Non-Current Assets | NOTE 5 — OTHER NON-CURRENT ASSETS Other non-current assets consist of the following (in thousands): March 31, 2021 December 31, 2020 Land lease and purchase options $ 6,040 $ 5,831 Permitting costs 13,345 13,092 Right of use asset — operating leases 11,469 11,884 Other 1,952 2,090 Total other non-current assets $ 32,806 $ 32,897 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 will be amortized over the life of the lease once obtained, or capitalized into the cost of 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 potential impact to Louisiana wetlands that might be 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 an affirmative FID by the Company’s Board of Directors. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | NOTE 6 — FINANCIAL INSTRUMENTS As discussed in Note 9, 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 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, as required by the negative covenant of the senior secured term loan credit agreement. The fair value of our commodity swaps is classified as Level 2 in the fair value hierarchy and is based on standard industry income approach models that use significant observable inputs, including but not limited to New York Mercantile Exchange (NYMEX) natural gas forward curves and basis forward curves, all of which are validated against 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. The Company can net settle its derivative instruments at any time. As of March 31, 2021, we had a current liability, net of $0.1 million, and a non-current liability, net of $0.1 million, with respect to the fair value of the current and non-current portion 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 Condensed Consolidated Statements of Operations. For the three months ended March 31, 2021, we recognized a realized gain of $0.4 million, as well as an unrealized loss of $1.1 million related to the changes in fair value of the commodity swaps in our Condensed Consolidated Statements of Operations. Derivative contracts which result in physical delivery of a commodity expected to be used or sold by the Company in the normal course of business are designated as normal purchases and sales and are exempt from derivative accounting. OTC arrangements require settlement in cash. Settlements of commodity derivative instruments are reported as a component of cash flows from operations in the Condensed Consolidated Statements of Cash Flows. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 7 — RELATED PARTY TRANSACTIONS In conjunction with the dismissal of prior litigation, we agreed to reimburse the Vice Chairman of our Board of Directors, Martin Houston, for reasonable attorneys’ fees and expenses he incurred during the litigation. As of March 31, 2021 a balance of approximately $0.5 million remained owed to Mr. Houston and has been classified within Accounts payable due to related parties on the Condensed Consolidated Balance Sheets. |
Accrued and Other Liabilities
Accrued and Other Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued and Other Liabilities | NOTE 8 — ACCRUED AND OTHER LIABILITIES The components of accrued and other liabilities consist of the following (in thousands): March 31, 2021 December 31, 2020 Project development activities $ 2,709 $ 3,228 Payroll and compensation 10,313 9,454 Accrued taxes 1,056 1,057 Professional services (e.g., legal, audit) 2,023 1,004 Warrant liabilities — 3,774 Lease liabilities 1,998 1,950 Other 1,798 1,536 Total accrued and other liabilities $ 19,897 $ 22,003 |
Borrowings
Borrowings | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Borrowings | NOTE 9 — BORROWINGS The following tables summarize the Company’s borrowings as of March 31, 2021, and December 31, 2020 (in thousands): March 31, 2021 Principal repayment obligation Unamortized DFC and discounts Carrying value 2018 Term Loan, due September 2021 $ 17,000 $ (152) $ 16,848 2019 Term Loan — — — 2020 Unsecured Note — — — Total borrowings $ 17,000 $ (152) $ 16,848 December 31, 2020 Principal repayment obligation Unamortized DFC and discounts Carrying value 2018 Term Loan, due September 2021 $ 60,000 $ (805) $ 59,195 2019 Term Loan, due March 2022 (a) 43,217 (4,942) 38,275 2020 Unsecured Note 16,000 (2,376) 13,624 Total borrowings $ 119,217 $ (8,123) $ 111,094 (a) Includes paid-in-kind interest on the 2019 Term Loan of $3.3 million. Extinguishment of the 2019 Term Loan On March 12, 2021 (the “Extinguishment Date”), we finalized a voluntary repayment of the remaining outstanding principal balance of the 2019 Term Loan. A total of approximately $43.7 million was repaid to the lender throughout the first quarter of 2021 to satisfy the outstanding borrowing obligation. The extinguishment of the 2019 Term Loan resulted in an approximately $2.1 million gain, which was recognized within Gain on extinguishment of debt, net, on our Condensed Consolidated Statement of Operations. As a result of repaying the outstanding balance prior to its contractual maturity, an approximately $4.4 million in unamortized DFC and discount were included in the computation of the gain from the extinguishment of the 2019 Term Loan as of March 31, 2021. The holder of the 2019 Term Loan held approximately 3.5 million unvested warrants that had a fair value of approximately $6.3 million as of the Extinguishment Date. Due to the extinguishment of the 2019 Term Loan, all the unvested warrants were contractually terminated (the “Terminated Warrants”), and their respective fair value was included in the computation of the gain on extinguishment of the 2019 Term Loan. The fair value of the Terminated Warrants was determined using a Black-Scholes option pricing model. Full Repayment of the 2020 Unsecured Note On March 31, 2020, we made the final contractually required amortization payment of $4.0 million under the terms of the 2020 Unsecured Note, thereby satisfying all financial obligations under the 2020 Unsecured Note. 2018 Term Loan On September 28, 2018 (the “Closing Date”), Tellurian Production Holdings LLC (“Production Holdings”), a wholly owned subsidiary of the Company, 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 March 31, 2021, unused proceeds from the 2018 Term Loan totaled $3.4 million and were classified as Non-current restricted cash on our Condensed Consolidated Balance Sheets. We have the right, but not the obligation, to make voluntary principal repayments 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 repayments are made, the principal amount, together with any accrued interest, is payable at the maturity date of September 28, 2021. The 2018 Term Loan can be terminated without penalty, with an early termination payment equal to the outstanding principal plus accrued interest. 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 our proved natural gas properties. On February 18, 2021, we voluntarily repaid approximately $43.0 million of the 2018 Term Loan outstanding principal balance. As a result of this voluntary repayment, we recognized an approximately $0.5 million loss, which was netted against the gain on extinguishment of the 2019 Term Loan, and presented within Gain on extinguishment of debt, net, on our Condensed Consolidated Statement of Operations on this partial extinguishment due to the pro-rata recognition of the unamortized DFC and discount associated with the 2018 Term Loan. See Note 16, Subsequent Events , for further information. The carrying value of the 2018 Term Loan approximates its fair value. Covenant Compliance As of March 31, 2021, the Company was in compliance with all covenants under its credit agreement. Refer to Note 6, Financial Instruments , for details of hedging transactions, as of and for the period ended March 31, 2021, entered into as required by the 2018 Term Loan described above. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 10 — COMMITMENTS AND CONTINGENCIES 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 through October 2022. The volume of each cargo is expected to range from 3.3 to 3.6 million MMBtu, and each cargo will be purchased under DES terms. The price of each cargo will be based on the JKM price in effect at the time of each purchase. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 11 — STOCKHOLDERS’ EQUITY At-the-Market Program We maintain an at-the-market equity offering program pursuant to which we may sell shares of our common stock from time to time on Nasdaq. For the three months ended March 31, 2021, we issued 38.7 million shares of our common stock under our at-the-market program for net proceeds of approximately $89.2 million. As of March 31, 2021, we had remaining availability under the at-the-market program to raise aggregate gross sales proceeds of up to approximately $241.9 million. See Note 16, Subsequent Events , for further information. Common Stock Purchase Warrants 2019 Term Loan During the first quarter of 2021, the lender of the 2019 Term Loan purchased approximately 6.0 million shares of our common stock for total proceeds of approximately $8.2 million. As discussed in Note 9, Borrowings , the 2019 Term Loan has been repaid in full and the lender no longer holds any warrants. 2020 Unsecured Note In conjunction with the issuance of the 2020 Unsecured Note, we issued a warrant providing the lender with the right to purchase up to 20.0 million shares of our common stock at $1.542 per share (the “2020 Warrant”). The 2020 Warrant vested immediately and will expire in October 2025. The 2020 Warrant 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. 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, pursuant to which we sold to Bechtel Holdings approximately 6.1 million shares of our Series C convertible preferred stock (the “Preferred Stock”). The holders of the Preferred Stock do not have dividend rights but do have a liquidation preference over holders of our common stock. The holders of the Preferred Stock may convert all or any portion of their shares into shares of our common stock on a one-for-one basis. At any time after “Substantial Completion” of “Project 1,” each as defined in and pursuant to the 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. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | NOTE 12 — SHARE-BASED COMPENSATION We have granted restricted stock and restricted stock units (collectively, “Restricted Stock”), as well as unrestricted stock and stock options, to employees, directors and outside consultants (collectively, the “grantees”) under the Tellurian Inc. 2016 Omnibus Incentive Compensation Plan, as amended (the “2016 Plan”), and the Amended and Restated Tellurian Investments Inc. 2016 Omnibus Incentive Plan (the “Legacy Plan”). The maximum number of shares of Tellurian common stock authorized for issuance under the 2016 Plan is 40 million shares of common stock, and no further awards can be granted under the Legacy Plan. Upon the vesting of restricted stock, shares of common stock will be released to the grantee. Upon the vesting of restricted stock units, the units will be converted into either cash, stock, or a combination thereof. As of March 31, 2021, there was no Restricted Stock that would be required to be settled in cash. As of March 31, 2021, we had approximately 29.7 million shares of performance-based Restricted Stock outstanding, of which approximately 19.3 million shares will vest entirely at FID, as defined in the award agreements, and approximately 9.8 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 March 31, 2021, no expense had been recognized in connection with performance-based Restricted Stock. As of March 31, 2021, we had approximately 2.3 million shares of time-based Restricted Stock outstanding. They primarily represent the settlement of the 2019 employee bonuses, which were recognized as compensation expenses and included in our accrued liabilities balance as of December 31, 2019, and will vest in their entirety during 2021. For the three months ended March 31, 2021, the recognized share-based compensation expenses related to all share-based awards totaled approximately $1.6 million. As of March 31, 2021, unrecognized compensation expenses, based on the grant date fair value, for all share-based awards totaled approximately $202.2 million. Further, the approximately 32.0 million shares of performance-based and time-based Restricted Stock, as well as approximately 11.2 million stock options outstanding, have been excluded from the computation of diluted loss per share because including them in the computation would have been antidilutive for the periods presented. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 13 — INCOME TAXES Due to our cumulative loss position, historical net operating losses (“NOLs”), and other available evidence related to our ability to generate taxable income, we have recorded a full valuation allowance against our net deferred tax assets as of March 31, 2021 and December 31, 2020. Accordingly, we have not recorded a provision for federal, state or foreign income taxes during the three months ended March 31, 2021. We experienced ownership changes as defined by Internal Revenue Code (“IRC”) Section 382 in 2017, and an analysis of the annual limitation on the utilization of our NOLs was performed at that time. It was determined that IRC Section 382 will not limit the use of our NOLs over the carryover period. We will continue to monitor trading activity in our shares that may cause an additional ownership change, which may ultimately affect our ability to fully utilize our existing NOL carryforwards. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | NOTE 14 — LEASES Finance Leases Our land leases are classified as financing leases and include one or more options to extend the lease term for up to 40 years, as well as to terminate the lease within five years, at our sole discretion. We are reasonably certain that those options will be exercised, and that our termination rights will not be exercised, and we have, therefore, included those assumptions within our right of use assets and corresponding lease liabilities. As of March 31, 2021, the weighted-average remaining lease term for our financing leases was approximately fifty 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 March 31, 2021, was approximately 13%. As of March 31, 2021, our financing leases had a corresponding right of use asset of approximately $19.9 million, which is recognized within Property, plant and equipment, net, and a total lease liability of approximately $13.5 million, which is recognized in Other non-current liabilities. For the three months ended March 31, 2021 and 2020, our finance lease costs, which are associated with the interest on our lease liabilities, were approximately $0.5 million and $0.3 million, respectively. Operating Leases Our office space leases are classified as operating leases and include one or more options to extend the lease term for 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 March 31, 2021, our weighted-average remaining lease term for our operating leases was approximately five 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 March 31, 2021, was approximately 8%. As of March 31, 2021, our operating leases had a corresponding right of use asset of approximately $11.5 million, which is recognized within Other non-current assets, and a total lease liability of approximately $13.2 million which is recognized within Accrued and other liabilities (approximately $2.0 million) and Other non-current liabilities (approximately $11.2 million). For the three months ended March 31, 2021 and 2020, our operating lease costs were $0.7 million and $0.9 million, respectively. For the three months ended March 31, 2021 and 2020, we paid approximately $0.7 million, and $0.9 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 lease liability on an undiscounted basis and reconciles those amounts to the present value of the lease liability as of March 31, 2021 (in thousands): Maturity of lease liability Operating Finance 2021 $ 2,231 $ 1,369 2022 3,006 1,826 2023 3,044 1,826 2024 3,081 1,826 2025 3,119 1,826 After 2025 1,861 82,368 Total lease payments $ 16,342 $ 91,041 Less: discount 3,154 77,532 Present value of lease liability $ 13,188 $ 13,509 |
Leases | NOTE 14 — LEASES Finance Leases Our land leases are classified as financing leases and include one or more options to extend the lease term for up to 40 years, as well as to terminate the lease within five years, at our sole discretion. We are reasonably certain that those options will be exercised, and that our termination rights will not be exercised, and we have, therefore, included those assumptions within our right of use assets and corresponding lease liabilities. As of March 31, 2021, the weighted-average remaining lease term for our financing leases was approximately fifty 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 March 31, 2021, was approximately 13%. As of March 31, 2021, our financing leases had a corresponding right of use asset of approximately $19.9 million, which is recognized within Property, plant and equipment, net, and a total lease liability of approximately $13.5 million, which is recognized in Other non-current liabilities. For the three months ended March 31, 2021 and 2020, our finance lease costs, which are associated with the interest on our lease liabilities, were approximately $0.5 million and $0.3 million, respectively. Operating Leases Our office space leases are classified as operating leases and include one or more options to extend the lease term for 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 March 31, 2021, our weighted-average remaining lease term for our operating leases was approximately five 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 March 31, 2021, was approximately 8%. As of March 31, 2021, our operating leases had a corresponding right of use asset of approximately $11.5 million, which is recognized within Other non-current assets, and a total lease liability of approximately $13.2 million which is recognized within Accrued and other liabilities (approximately $2.0 million) and Other non-current liabilities (approximately $11.2 million). For the three months ended March 31, 2021 and 2020, our operating lease costs were $0.7 million and $0.9 million, respectively. For the three months ended March 31, 2021 and 2020, we paid approximately $0.7 million, and $0.9 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 lease liability on an undiscounted basis and reconciles those amounts to the present value of the lease liability as of March 31, 2021 (in thousands): Maturity of lease liability Operating Finance 2021 $ 2,231 $ 1,369 2022 3,006 1,826 2023 3,044 1,826 2024 3,081 1,826 2025 3,119 1,826 After 2025 1,861 82,368 Total lease payments $ 16,342 $ 91,041 Less: discount 3,154 77,532 Present value of lease liability $ 13,188 $ 13,509 |
Additional Cash Flow Informatio
Additional Cash Flow Information | 3 Months Ended |
Mar. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
Additional Cash Flow Information | NOTE 15 — ADDITIONAL CASH FLOW INFORMATION The following table provides information regarding the net changes in working capital (in thousands): Three Months Ended March 31, 2021 2020 Accounts receivable $ 916 $ 1,811 Prepaid expenses and other current assets 5 2,262 Accounts payable 1,674 3,280 Accounts payable due to related parties (460) — Accrued liabilities 7,669 2,500 Other, net (512) (662) Net changes in working capital $ 9,292 $ 9,191 The following table provides supplemental disclosure of cash flow information (in thousands): Three Months Ended March 31, 2021 2020 Non-cash accruals of property, plant and equipment and other non-current assets $ (356) $ 2,174 Non-cash settlement of withholding taxes associated with the 2019 bonus and vesting of certain awards 2,305 — Non-cash settlement of the 2019 bonus 3,258 — Non-cash settlement of Final Payment Fee — 8,539 Tradable equity securities — 2,362 The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of such amounts shown in the Condensed Consolidated Statements of Cash Flows (in thousands): Three Months Ended March 31, 2021 2020 Cash and cash equivalents $ 58,729 $ 55,452 Non-current restricted cash 3,443 3,570 Total cash, cash equivalents and restricted cash shown in the statements of cash flows $ 62,172 $ 59,022 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 16 — SUBSEQUENT EVENTS At-the-Market Program Subsequent to March 31, 2021, and through the date of this filing, we issued approximately 7.9 million shares of common stock under our at-the-market equity offering program for total proceeds of approximately $15.2 million, net of approximately $0.5 million in fees and commissions. As of April 30, 2020, we have remaining capacity under our at-the-market program to raise aggregate gross sales proceeds of approximately $226.3 million. 2018 Term Loan Extinguishment |
General (Policies)
General (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain notes and other information have been condensed or omitted. The accompanying interim financial statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for the fair presentation of our Condensed Consolidated Financial Statements. These interim financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2020. Certain reclassifications have been made to conform prior period information to the current presentation. The reclassifications did not have a material effect on our consolidated financial position, results of operations or cash flows. |
Liquidity | Liquidity Our Condensed 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 Condensed Consolidated Financial Statements, we have generated losses and negative cash flows from operations, and have an accumulated deficit. We have not yet established an ongoing source of revenues sufficient to satisfy our obligations and fund working capital needs. We are planning to generate proceeds from our at-the-market program and have determined that it is probable that such proceeds will satisfy our obligations and fund our working capital needs for at least twelve months following the issuance of the financial statements. We also continue to evaluate generating additional proceeds from various other potential financing transactions, such as issuances of equity, equity-linked and debt securities, or similar transactions to fund our obligations and working capital needs. |
Use of Estimates | Use of Estimates To conform with GAAP, we make estimates and assumptions that affect the amounts reported in our Condensed Consolidated Financial Statements and the accompanying notes. Although these estimates and assumptions are based on our best available knowledge at the time, actual results may differ. |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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): March 31, 2021 December 31, 2020 Prepaid expenses $ 1,064 $ 1,156 Deposits 100 100 Derivative asset — 843 Other current assets 247 6 Total prepaid expenses and other current assets $ 1,411 $ 2,105 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment Comprised of Fixed Assets and Oil and Gas Properties | Property, plant and equipment is comprised of fixed assets, proved oil and natural gas properties and finance leases, as shown below (in thousands): March 31, 2021 December 31, 2020 Land $ 14,180 $ 13,808 Proved properties 62,889 62,227 Wells in progress 603 492 Corporate and other 3,477 3,476 Total property, plant and equipment at cost 81,149 80,003 Accumulated DD&A (41,396) (38,764) Right of use asset — finance leases 19,918 20,018 Total property, plant and equipment, net $ 59,671 $ 61,257 |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Non-Current Assets | Other non-current assets consist of the following (in thousands): March 31, 2021 December 31, 2020 Land lease and purchase options $ 6,040 $ 5,831 Permitting costs 13,345 13,092 Right of use asset — operating leases 11,469 11,884 Other 1,952 2,090 Total other non-current assets $ 32,806 $ 32,897 |
Accrued and Other Liabilities (
Accrued and Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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): March 31, 2021 December 31, 2020 Project development activities $ 2,709 $ 3,228 Payroll and compensation 10,313 9,454 Accrued taxes 1,056 1,057 Professional services (e.g., legal, audit) 2,023 1,004 Warrant liabilities — 3,774 Lease liabilities 1,998 1,950 Other 1,798 1,536 Total accrued and other liabilities $ 19,897 $ 22,003 |
Borrowings (Tables)
Borrowings (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Borrowings | The following tables summarize the Company’s borrowings as of March 31, 2021, and December 31, 2020 (in thousands): March 31, 2021 Principal repayment obligation Unamortized DFC and discounts Carrying value 2018 Term Loan, due September 2021 $ 17,000 $ (152) $ 16,848 2019 Term Loan — — — 2020 Unsecured Note — — — Total borrowings $ 17,000 $ (152) $ 16,848 December 31, 2020 Principal repayment obligation Unamortized DFC and discounts Carrying value 2018 Term Loan, due September 2021 $ 60,000 $ (805) $ 59,195 2019 Term Loan, due March 2022 (a) 43,217 (4,942) 38,275 2020 Unsecured Note 16,000 (2,376) 13,624 Total borrowings $ 119,217 $ (8,123) $ 111,094 (a) Includes paid-in-kind interest on the 2019 Term Loan of $3.3 million. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Finance Lease, Liability, Maturity | The table below presents a maturity analysis of our lease liability on an undiscounted basis and reconciles those amounts to the present value of the lease liability as of March 31, 2021 (in thousands): Maturity of lease liability Operating Finance 2021 $ 2,231 $ 1,369 2022 3,006 1,826 2023 3,044 1,826 2024 3,081 1,826 2025 3,119 1,826 After 2025 1,861 82,368 Total lease payments $ 16,342 $ 91,041 Less: discount 3,154 77,532 Present value of lease liability $ 13,188 $ 13,509 |
Schedule of Operating Lease Maturity | The table below presents a maturity analysis of our lease liability on an undiscounted basis and reconciles those amounts to the present value of the lease liability as of March 31, 2021 (in thousands): Maturity of lease liability Operating Finance 2021 $ 2,231 $ 1,369 2022 3,006 1,826 2023 3,044 1,826 2024 3,081 1,826 2025 3,119 1,826 After 2025 1,861 82,368 Total lease payments $ 16,342 $ 91,041 Less: discount 3,154 77,532 Present value of lease liability $ 13,188 $ 13,509 |
Additional Cash Flow Informat_2
Additional Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Net Changes in Components of Operating Assets and Liabilities | The following table provides information regarding the net changes in working capital (in thousands): Three Months Ended March 31, 2021 2020 Accounts receivable $ 916 $ 1,811 Prepaid expenses and other current assets 5 2,262 Accounts payable 1,674 3,280 Accounts payable due to related parties (460) — Accrued liabilities 7,669 2,500 Other, net (512) (662) Net changes in working capital $ 9,292 $ 9,191 |
Schedule of Supplemental Disclosure of Cash Flow Information | The following table provides supplemental disclosure of cash flow information (in thousands): Three Months Ended March 31, 2021 2020 Non-cash accruals of property, plant and equipment and other non-current assets $ (356) $ 2,174 Non-cash settlement of withholding taxes associated with the 2019 bonus and vesting of certain awards 2,305 — Non-cash settlement of the 2019 bonus 3,258 — Non-cash settlement of Final Payment Fee — 8,539 Tradable equity securities — 2,362 The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of such amounts shown in the Condensed Consolidated Statements of Cash Flows (in thousands): Three Months Ended March 31, 2021 2020 Cash and cash equivalents $ 58,729 $ 55,452 Non-current restricted cash 3,443 3,570 Total cash, cash equivalents and restricted cash shown in the statements of cash flows $ 62,172 $ 59,022 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 1,064 | $ 1,156 |
Deposits | 100 | 100 |
Derivative asset | 0 | 843 |
Other current assets | 247 | 6 |
Total prepaid expenses and other current assets | $ 1,411 | $ 2,105 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property, Plant and Equipment Comprised of Fixed Assets and Oil and Gas Properties (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment at cost | $ 81,149 | $ 80,003 |
Accumulated DD&A | (41,396) | (38,764) |
Right of use asset — finance leases | 19,918 | 20,018 |
Property, plant and equipment, net | 59,671 | 61,257 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment at cost | 14,180 | 13,808 |
Proved properties | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment at cost | 62,889 | 62,227 |
Wells in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment at cost | 603 | 492 |
Corporate and other | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment at cost | $ 3,477 | $ 3,476 |
Deferred Engineering Costs (Det
Deferred Engineering Costs (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Deferred Costs [Abstract] | ||
Deferred engineering costs | $ 110,626 | $ 110,499 |
Other Non-Current Assets (Detai
Other Non-Current Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Land lease and purchase options | $ 6,040 | $ 5,831 |
Permitting costs | 13,345 | 13,092 |
Right of use asset — operating leases | 11,469 | 11,884 |
Other | 1,952 | 2,090 |
Total other non-current assets | $ 32,806 | $ 32,897 |
Land lease and purchase option agreements, maximum terms (in years) | 50 years |
Financial Instruments (Details)
Financial Instruments (Details) - Commodity swaps $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($)MMcf | |
Derivatives, Fair Value [Line Items] | |
Hedged portions of expected sales of equity production | MMcf | 5,600 |
Not Designated as Hedging Instrument | |
Derivatives, Fair Value [Line Items] | |
Realized gain on derivatives | $ 0.4 |
Unrealized loss on derivatives | 1.1 |
Level 2 | Not Designated as Hedging Instrument | |
Derivatives, Fair Value [Line Items] | |
Derivative liability, current | 0.1 |
Derivative liability, noncurrent | $ 0.1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Accounts payable due to related parties | $ 450 | $ 910 |
Board of Directors Chairman | ||
Related Party Transaction [Line Items] | ||
Accounts payable due to related parties | $ 500 |
Accrued and Other Liabilities -
Accrued and Other Liabilities - Schedule of Components of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Project development activities | $ 2,709 | $ 3,228 |
Payroll and compensation | 10,313 | 9,454 |
Accrued taxes | 1,056 | 1,057 |
Professional services (e.g., legal, audit) | 2,023 | 1,004 |
Warrant liabilities | 0 | 3,774 |
Lease liabilities | 1,998 | 1,950 |
Other | 1,798 | 1,536 |
Total accrued and other liabilities | $ 19,897 | $ 22,003 |
Borrowings - Schedule of Borrow
Borrowings - Schedule of Borrowings (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Principal repayment obligation and other fees | $ 17,000 | $ 119,217 | |
Unamortized deferred financing costs, discounts and fees | (152) | (8,123) | |
Total borrowings | 16,848 | 111,094 | |
Interest elected to be paid-in-kind | 508 | $ 130 | |
2018 Term Loan, due September 2021 | |||
Debt Instrument [Line Items] | |||
Principal repayment obligation and other fees | 17,000 | 60,000 | |
Unamortized deferred financing costs, discounts and fees | (152) | (805) | |
Total borrowings | 16,848 | 59,195 | |
2019 Term Loan | |||
Debt Instrument [Line Items] | |||
Principal repayment obligation and other fees | 0 | 43,217 | |
Unamortized deferred financing costs, discounts and fees | 0 | (4,942) | |
Total borrowings | 0 | 38,275 | |
Interest elected to be paid-in-kind | 3,300 | ||
2020 Unsecured Note | |||
Debt Instrument [Line Items] | |||
Principal repayment obligation and other fees | 0 | 16,000 | |
Unamortized deferred financing costs, discounts and fees | 0 | (2,376) | |
Total borrowings | $ 0 | $ 13,624 |
Borrowings - Extinguishment of
Borrowings - Extinguishment of the 2019 Term Loan (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 12, 2021 | |
Debt Instrument [Line Items] | ||||
Gain on extinguishment of debt, net | $ 1,574 | $ 0 | ||
2019 Term Loan | Term loan | ||||
Debt Instrument [Line Items] | ||||
Repayments of debt principal | $ 43,700 | |||
Gain on extinguishment of debt, net | 2,100 | |||
Debt unamortized DFC and discount | $ 4,400 | $ 4,400 | ||
Unvested warrants (in shares) | 3.5 | |||
Fair value of warrant | $ 6,300 |
Borrowings - Full Repayment of
Borrowings - Full Repayment of the 2020 Unsecured Note (Details) $ in Millions | Mar. 31, 2021USD ($) |
2020 Unsecured Note | Senior note | |
Debt Instrument [Line Items] | |
Repayments of unsecured debt | $ 4 |
Borrowings - 2018 Term Loan (De
Borrowings - 2018 Term Loan (Details) - USD ($) | Feb. 18, 2021 | Sep. 28, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||||
Non-current restricted cash | $ 3,443,000 | $ 3,570,000 | $ 3,440,000 | ||
Gain on extinguishment of debt, net | 1,574,000 | $ 0 | |||
Term loan | 2018 Term Loan | |||||
Debt Instrument [Line Items] | |||||
Debt term (in years) | 3 years | ||||
Principal amount | $ 60,000,000 | ||||
Non-current restricted cash | $ 3,400,000 | ||||
Voluntary principal payment, period following closing date | 6 months | ||||
Voluntary principal payment amount (minimum) | $ 5,000,000 | ||||
Voluntary principal payment, integral amount | $ 1,000,000 | ||||
Repayments of debt principal | $ 43,000,000 | ||||
Gain on extinguishment of debt, net | $ (500,000) |
Commitments and Contingencies (
Commitments and Contingencies (Details) MMBTU in Millions | Apr. 23, 2019MMBTU |
Commitments and Contingencies Disclosure [Abstract] | |
Each cargo quantity, minimum (in MMBtu) | 3.3 |
Each cargo quantity, maximum (in MMBtu) | 3.6 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Mar. 31, 2018shares | Mar. 31, 2021USD ($)shares | Mar. 31, 2020USD ($) | Apr. 30, 2020USD ($) | Apr. 29, 2020$ / sharesshares | |
Class of Stock [Line Items] | |||||
Proceeds from warrant exercises | $ | $ 8,177 | $ 0 | |||
Conversion ratio | 1 | ||||
Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Number of shares issued in transaction (in shares) | shares | 6,100,000 | ||||
Common Stock Purchase Warrants, One | Term loan | 2019 Term Loan | |||||
Class of Stock [Line Items] | |||||
Number of shares for purchase under warrant (in shares) | shares | 6,000,000 | ||||
Proceeds from warrant exercises | $ | $ 8,200 | ||||
2020 Warrant | Senior note | 2020 Unsecured Note | |||||
Class of Stock [Line Items] | |||||
Number of shares for purchase under warrant (in shares) | shares | 20,000,000 | ||||
Common stock purchase price (in dollars per share) | $ / shares | $ 1.542 | ||||
At-the-Market Program | |||||
Class of Stock [Line Items] | |||||
Number of shares issued in transaction (in shares) | shares | 38,700,000 | ||||
Net proceeds from sale of stock | $ | $ 89,200 | ||||
Sale of stock, remaining capacity for sale amount | $ | $ 241,900 | $ 226,300 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based compensation expense | $ | $ 1,600,000 |
Unrecognized compensation expense | $ | $ 202,200,000 |
Performance-based Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of awards outstanding (in shares) | 29,700,000 |
Share-based compensation expense | $ | $ 0 |
Time-based restricted stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of awards outstanding (in shares) | 2,300,000 |
Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Antidilutive securities excluded from computation of loss per share amount (in shares) | 32,000,000 |
Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Antidilutive securities excluded from computation of loss per share amount (in shares) | 11,200,000 |
FID | Tranche one | Performance-based Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of awards outstanding (in shares) | 9,800,000 |
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 33.33% |
FID | Tranche Two | Performance-based Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of awards outstanding (in shares) | 19,300,000 |
Other criteria | Performance-based Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of awards outstanding (in shares) | 600,000 |
2016 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of common stock authorized for issuance (in shares) | 40,000,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021USD ($)option | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Finance lease, number of option to extend | option | 1 | ||
Finance lease, renewal term | 40 years | ||
Finance lease, option to terminate, term | 5 years | ||
Finance lease, weighted-average remaining lease term | 50 years | ||
Finance lease, weighted-average discount rate | 13.00% | ||
Finance lease, right of use asset | $ 19,918 | $ 20,018 | |
Finance lease, liability | 13,509 | ||
Finance lease costs | $ 500 | $ 300 | |
Operating lease, number of option to extend | option | 1 | ||
Operating lease, renewal term (up to) | 10 years | ||
Operating lease, weighted-average remaining lease term (in years) | 5 years | ||
Operating lease, weighted-average discount rate (as a percentage) | 8.00% | ||
Operating leases, right of use asset | $ 11,469 | $ 11,884 | |
Operating lease, liability | 13,188 | ||
Operating lease costs | 700 | 900 | |
Cash paid for amounts included in the measurement of lease liabilities | 700 | $ 900 | |
Accrued and other liabilities | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, liability | 2,000 | ||
Other non-current liability | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, liability | $ 11,200 |
Leases - Schedule of Lease Matu
Leases - Schedule of Lease Maturity (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Operating | |
2021 | $ 2,231 |
2022 | 3,006 |
2023 | 3,044 |
2024 | 3,081 |
2025 | 3,119 |
After 2025 | 1,861 |
Total lease payments | 16,342 |
Less: discount | 3,154 |
Present value of lease liability | 13,188 |
Finance | |
2021 | 1,369 |
2022 | 1,826 |
2023 | 1,826 |
2024 | 1,826 |
2025 | 1,826 |
After 2025 | 82,368 |
Total lease payments | 91,041 |
Less: discount | 77,532 |
Present value of lease liability | $ 13,509 |
Additional Cash Flow Informat_3
Additional Cash Flow Information - Net Changes in Working Capital (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | ||
Accounts receivable | $ 916 | $ 1,811 |
Prepaid expenses and other current assets | 5 | 2,262 |
Accounts payable | 1,674 | 3,280 |
Accounts payable due to related parties | (460) | 0 |
Accrued liabilities | 7,669 | 2,500 |
Other, net | (512) | (662) |
Net changes in working capital | $ 9,292 | $ 9,191 |
Additional Cash Flow Informat_4
Additional Cash Flow Information - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Supplemental Cash Flow Information [Abstract] | ||||
Non-cash accruals of property, plant and equipment and other non-current assets | $ (356) | $ 2,174 | ||
Non-cash settlement of withholding taxes associated with the 2019 bonus and vesting of certain awards | 2,305 | 0 | ||
Non-cash settlement of the 2019 bonus | 3,258 | 0 | ||
Non-cash settlement of Final Payment Fee | 0 | 8,539 | ||
Tradable equity securities | 0 | 2,362 | ||
Cash and cash equivalents | 58,729 | 55,452 | $ 78,297 | |
Non-current restricted cash | 3,443 | 3,570 | 3,440 | |
Total cash, cash equivalents and restricted cash shown in the statements of cash flows | $ 62,172 | $ 59,022 | $ 81,738 | $ 68,482 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Apr. 23, 2021 | Feb. 18, 2021 | May 05, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Apr. 30, 2020 |
Subsequent Event [Line Items] | ||||||
Fees and commissions on sale of stock | $ 2,766 | $ 63 | ||||
2018 Term Loan | Term loan | ||||||
Subsequent Event [Line Items] | ||||||
Repayments of debt principal | $ 43,000 | |||||
Subsequent Event | 2018 Term Loan | Term loan | ||||||
Subsequent Event [Line Items] | ||||||
Repayments of debt principal | $ 17,000 | |||||
At-the-Market Program | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares issued in transaction (in shares) | 38,700,000 | |||||
Net proceeds from sale of stock | $ 89,200 | |||||
Sale of stock, remaining capacity for sale amount | $ 241,900 | $ 226,300 | ||||
At-the-Market Program | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares issued in transaction (in shares) | 7,900,000 | |||||
Net proceeds from sale of stock | $ 15,200 | |||||
Fees and commissions on sale of stock | $ 500 |