Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 22, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-5507 | |
Entity Filer Category | Non-accelerated Filer | |
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 $0.01 per share | |
Trading Symbol | TELL | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 479,005,062 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | TELLURIAN INC. /DE/ | |
Entity Central Index Key | 0000061398 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 210,812 | $ 78,297 |
Accounts receivable | 13,056 | 4,500 |
Prepaid expenses and other current assets | 467 | 2,105 |
Total current assets | 224,335 | 84,902 |
Property, plant and equipment, net | 117,118 | 61,257 |
Deferred engineering costs | 110,025 | 110,499 |
Non-current restricted cash | 0 | 3,440 |
Other non-current assets | 32,399 | 32,897 |
Total assets | 483,877 | 292,995 |
Current liabilities: | ||
Accounts payable | 27,861 | 23,573 |
Accounts payable due to related parties | 0 | 910 |
Accrued and other liabilities | 35,203 | 22,003 |
Borrowings | 0 | 72,819 |
Total current liabilities | 63,064 | 119,305 |
Borrowings | 0 | 38,275 |
Other non-current liabilities | 61,612 | 26,325 |
Total long-term liabilities | 61,612 | 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: 470,813,044 and 354,315,739 shares outstanding, respectively | 4,477 | 3,309 |
Additional paid-in capital | 1,244,500 | 922,042 |
Accumulated deficit | (889,837) | (816,322) |
Total stockholders’ equity | 359,201 | 109,090 |
Total liabilities and stockholders’ equity | $ 483,877 | $ 292,995 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 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) | 470,813,044 | 354,315,739 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Total revenue | $ 15,638 | $ 14,265 | $ 49,698 | $ 28,811 | |
Operating costs and expenses: | |||||
Cost of sales | 3,068 | 9,241 | 30,841 | 14,529 | |
Development expenses | 8,823 | 5,799 | 26,327 | 26,105 | |
Depreciation, depletion and amortization | 3,735 | 3,474 | 8,720 | 14,301 | |
General and administrative expenses | 14,528 | 10,734 | 47,065 | 43,342 | |
Impairment charges | 0 | 0 | 0 | 81,065 | |
Severance and reorganization charges | 0 | 0 | 0 | 6,359 | |
Related party charges | 0 | 0 | 0 | 7,357 | |
Total operating costs and expenses | 30,154 | 29,248 | 112,953 | 193,058 | |
Loss from operations | (14,516) | (14,983) | (63,255) | (164,247) | |
Interest expense, net | (968) | (15,973) | (7,689) | (33,564) | |
Gain on extinguishment of debt, net | 0 | 0 | 1,422 | 0 | |
Other (expense) income, net | (448) | 1,490 | (3,993) | (1,235) | |
Loss before income taxes | (15,932) | (29,466) | (73,515) | (199,046) | |
Income taxes | 0 | 0 | 0 | 0 | |
Net loss | $ (15,932) | $ (29,466) | $ (73,515) | $ (199,046) | |
Net loss per common share: | |||||
Basic (in dollars per share) | [1] | $ (0.04) | $ (0.10) | $ (0.19) | $ (0.79) |
Diluted (in dollars per share) | [1] | $ (0.04) | $ (0.10) | $ (0.19) | $ (0.79) |
Weighted-average shares outstanding: | |||||
Basic (in shares) | 427,204 | 291,409 | 390,233 | 252,825 | |
Diluted (in shares) | 427,204 | 291,409 | 390,233 | 252,825 | |
Natural gas sales | |||||
Total revenue | $ 15,638 | $ 7,272 | $ 29,922 | $ 21,818 | |
LNG sales | |||||
Total revenue | $ 0 | $ 6,993 | $ 19,776 | $ 6,993 | |
[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 | 567 | 70,327 | ||||
Share-based compensation, net | [1] | 33 | 5,619 | |||
Severance and reorganization charges | 22 | 2,667 | ||||
Share-based payments | 337 | |||||
Settlement of Final Payment Fee | 110 | 9,036 | ||||
Warrants issued in connection with Borrowings | 16,896 | |||||
Borrowings principal repayment | 93 | 13,695 | ||||
Net loss | (199,046) | (199,046) | ||||
Ending balance at Sep. 30, 2020 | 86,641 | 3,036 | 888,216 | (804,672) | ||
Beginning balance at Jun. 30, 2020 | 75,913 | 61 | 2,627 | 848,431 | (775,206) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issuances | 371 | 34,483 | ||||
Share-based compensation, net | [1] | 23 | 3,299 | |||
Severance and reorganization charges | 15 | 1,890 | ||||
Share-based payments | 113 | |||||
Net loss | (29,466) | (29,466) | ||||
Ending balance at Sep. 30, 2020 | 86,641 | 3,036 | 888,216 | (804,672) | ||
Beginning balance at Dec. 31, 2020 | 109,090 | 61 | 3,309 | 922,042 | (816,322) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issuances | 1,066 | 308,039 | ||||
Share-based compensation, net | [1] | 42 | 6,520 | |||
Warrant exercises | 60 | 8,117 | ||||
Warrant cancellation | (218) | |||||
Net loss | (73,515) | (73,515) | ||||
Ending balance at Sep. 30, 2021 | 359,201 | 4,477 | 1,244,500 | (889,837) | ||
Beginning balance at Jun. 30, 2021 | 247,019 | $ 61 | 4,048 | 1,116,815 | (873,905) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issuances | 428 | 126,313 | ||||
Share-based compensation, net | [1] | 1 | 1,372 | |||
Net loss | (15,932) | (15,932) | ||||
Ending balance at Sep. 30, 2021 | $ 359,201 | $ 4,477 | $ 1,244,500 | $ (889,837) | ||
[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 | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (73,515) | $ (199,046) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, depletion and amortization | 8,720 | 14,301 |
Amortization of debt issuance costs, discounts and fees | 3,061 | 22,467 |
Share-based compensation | 4,577 | 2,184 |
Severance and reorganization charges | 0 | 2,689 |
Share-based payments | 0 | 338 |
Interest elected to be paid-in-kind | 508 | 2,431 |
Loss on financial instruments not designated as hedges | 927 | 4,624 |
Impairment charges | 0 | 81,065 |
Net gain on extinguishment of debt | (1,422) | 0 |
Other | 800 | 485 |
Net changes in working capital (Note 15) | 17,174 | 11,728 |
Net cash used in operating activities | (39,170) | (56,734) |
Cash flows from investing activities: | ||
Development of natural gas properties | (23,416) | (389) |
Purchase of property, plant and equipment | (1,000) | 0 |
Net cash used in investing activities | (24,416) | (389) |
Cash flows from financing activities: | ||
Proceeds from common stock issuances | 319,998 | 73,986 |
Equity issuance costs | (10,893) | (3,091) |
Borrowing proceeds | 0 | 50,000 |
Borrowing issuance costs | 0 | (2,612) |
Borrowing principal repayments | (119,725) | (45,600) |
Tax payments for net share settlement of equity awards (Note 15) | (3,064) | (878) |
Proceeds from warrant exercises | 8,177 | 0 |
Other | (1,833) | (1,776) |
Net cash provided by financing activities | 192,660 | 70,029 |
Net increase in cash, cash equivalents and restricted cash | 129,074 | 12,906 |
Cash, cash equivalents and restricted cash, beginning of period | 81,738 | 68,482 |
Cash, cash equivalents and restricted cash, end of period | 210,812 | 81,388 |
Supplementary disclosure of cash flow information: | ||
Interest paid | $ 3,299 | $ 7,956 |
General
General | 9 Months Ended |
Sep. 30, 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, LNG marketing, and infrastructure assets that includes an LNG terminal facility (the “Driftwood terminal”), an associated pipeline (the “Driftwood pipeline”), other related pipelines, and upstream natural gas assets. The Driftwood terminal and the Driftwood pipeline are collectively referred to as the “Driftwood Project”. Basis of Presentation The accompanying unaudited 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. The Company has sufficient cash on hand and available liquidity to satisfy its obligations and fund its working capital needs for at least twelve months following the date of issuance of the condensed consolidated financial statements. The Company has the ability to generate additional proceeds from various other potential financing transactions, 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 | 9 Months Ended |
Sep. 30, 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): September 30, 2021 December 31, 2020 Prepaid expenses $ 280 $ 1,156 Deposits 150 100 Derivative asset — 843 Other current assets 37 6 Total prepaid expenses and other current assets $ 467 $ 2,105 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 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 financing leases, as shown below (in thousands): September 30, 2021 December 31, 2020 Land and land improvement $ 15,284 $ 13,808 Proved properties 76,406 62,227 Wells in progress 11,200 492 Corporate and other 3,476 3,476 Total property, plant and equipment at cost 106,366 80,003 Accumulated DD&A (47,424) (38,764) Right of use asset — financing leases 58,176 20,018 Total property, plant and equipment, net $ 117,118 $ 61,257 Land We own land in Louisiana for the purpose of constructing the Driftwood terminal. |
Deferred Engineering Costs
Deferred Engineering Costs | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs [Abstract] | |
Deferred Engineering Costs | NOTE 4 — DEFERRED ENGINEERING COSTS Deferred engineering costs of approximately $110.0 million represent detailed engineering services related to the planned construction of the Driftwood terminal as of September 30, 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 | 9 Months Ended |
Sep. 30, 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): September 30, 2021 December 31, 2020 Land lease and purchase options $ 6,363 $ 5,831 Permitting costs 13,497 13,092 Right of use asset — operating leases 10,610 11,884 Other 1,929 2,090 Total other non-current assets $ 32,399 $ 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 may 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 | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | NOTE 6 — FINANCIAL INSTRUMENTS As part of entering into the 2018 Term Loan, which was repaid in full in April 2021, we were required to enter into and maintain certain hedging transactions. As a result, we used derivative financial instruments, namely OTC commodity swap instruments (“commodity swaps”), to maintain compliance with that covenant. 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 was classified as Level 2 in the fair value hierarchy and was 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 were validated against external sources at least monthly. We recognized all derivative instruments as either assets or liabilities at fair value on a net basis as they were with a single counterparty and subject to a master netting arrangement. In April 2021, we net settled our derivative instruments when we voluntarily repaid the 2018 Term Loan in full. We did not apply hedge accounting for our commodity swaps; therefore, all changes in the fair value of our derivative instruments were recognized within Other (expenses) income, net, in the Condensed Consolidated Statements of Operations. For the nine months ended September 30, 2021, we recognized a realized loss of approximately $1.2 million 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2021, all amounts owed to Mr. Houston were fully settled. |
Accrued and Other Liabilities
Accrued and Other Liabilities | 9 Months Ended |
Sep. 30, 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): September 30, 2021 December 31, 2020 Project development activities $ 11,380 $ 3,228 Payroll and compensation 15,512 9,454 Accrued taxes 1,047 1,057 Professional services (e.g., legal, audit) 2,764 1,004 Warrant liabilities — 3,774 Lease liabilities 2,287 1,950 Other 2,213 1,536 Total accrued and other liabilities $ 35,203 $ 22,003 |
Borrowings
Borrowings | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Borrowings | NOTE 9 — BORROWINGS The following tables summarize the Company’s borrowings as of September 30, 2021, and December 31, 2020 (in thousands): September 30, 2021 Principal repayment obligation Unamortized DFC and discounts Carrying value 2018 Term Loan, due September 2021 $ — $ — $ — 2019 Term Loan, due March 2022 — — — 2020 Unsecured Note — — — Total borrowings $ — $ — $ — 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. Full Repayment of the Company’s Borrowing Obligations Over the course of the current year, we voluntarily repaid all borrowing obligations that were outstanding under the 2018 Term Loan, 2019 Term Loan, and 2020 Unsecured Note. As of September 30, 2021, our total borrowing obligation was zero. Trade Finance Credit Line On July 19, 2021, we entered into an uncommitted trade finance credit line for up to $30.0 million that is intended to finance the purchase and sale of LNG cargoes for ultimate resale in the normal course of business. As of the period ended September 30, 2021, no amounts have been drawn. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 10 — COMMITMENTS AND CONTINGENCIES LNG Purchases In connection with our LNG trading activities, we have previously entered into agreements with unrelated third-party LNG merchants pursuant to which we are obligated to purchase one cargo of LNG per quarter through October 2022 at a price based on then-prevailing JKM prices. 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. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 11 — STOCKHOLDERS’ EQUITY Common Stock Issuance On August 6, 2021, we sold 35.0 million shares of our common stock in an underwritten public offering at a price of $3.00 per share. Net proceeds from this offering, after deducting fees and expenses, were approximately $100.8 million. The underwriters were granted an option to purchase up to an additional 5.3 million shares of common stock within 30 days. On August 31, 2021, the underwriters exercised this option, which generated net proceeds, after deducting fees, of approximately $15.1 million. 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. For the nine months ended September 30, 2021, we issued 66.4 million shares of our common stock under our at-the-market program for net proceeds of approximately $193.3 million. As of September 30, 2021, we had remaining availability under the at-the-market program to raise aggregate gross sales proceeds of up to approximately $334.6 million. Common Stock Purchase Warrants 2019 Term Loan During the first quarter of 2021, the lender under the 2019 Term Loan purchased approximately 6.0 million shares of our common stock pursuant to the exercise of warrants for total proceeds of approximately $8.2 million. On March 12, 2021, we repaid the 2019 Term Loan 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 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2021, we had approximately 30.2 million shares of performance-based Restricted Stock outstanding, of which approximately 19.2 million shares will vest entirely at FID, as defined in the award agreements, and approximately 10.2 million shares will vest in one-third increments at FID and the first and second anniversaries of FID. The remaining shares of Restricted Stock, totaling approximately 0.8 million shares, will vest based on other criteria. As of September 30, 2021, no expense had been recognized in connection with performance-based Restricted Stock. For the three and nine months ended September 30, 2021, the recognized share-based compensation expenses related to all share-based awards totaled approximately $1.5 million and $4.6 million, respectively. As of September 30, 2021, unrecognized compensation expenses, based on the grant date fair value, for all share-based awards totaled approximately $200.5 million. Further, the approximately 30.2 million shares of Restricted Stock, as well as approximately 11.1 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2021 and December 31, 2020. Accordingly, we have not recorded a provision for federal, state or foreign income taxes during the three and nine months ended September 30, 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 | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | NOTE 14 — LEASES Financing 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 September 30, 2021, the weighted-average remaining lease term for our financing leases was approximately fifty years. As none of our financing leases provide an implicit rate, we have determined our own discount rate, which, on a weighted-average basis was approximately 9% at September 30, 2021. As of September 30, 2021, our financing leases had a right of use asset of approximately $58.2 million, which is recognized within Property, plant and equipment, net, and a corresponding lease liability of approximately $50.3 million, most of which is recognized within Other non-current liabilities. For the three and nine months ended September 30, 2021 and 2020, our financing lease costs, which are associated with the interest on our lease liabilities, were approximately $1.0 million and $0.5 million, respectively, and $1.9 million and $1.2 million, respectively. For the nine months ended September 30, 2021, we paid approximately $1.0 million in required finance lease payments which are presented within the operating section of the Condensed Consolidated Statements of Cash Flows. For each of the nine months ended September 30, 2021 and 2020, we paid approximate $1.8 million, in required financing lease payments which are presented within the financing section of the Condensed Consolidated Statements of Cash Flows. 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 September 30, 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 September 30, 2021, was approximately 8%. As of September 30, 2021, our operating leases had a corresponding right of use asset of approximately $10.6 million, which is recognized within Other non-current assets, and a total lease liability of approximately $12.2 million which is recognized within Accrued and other liabilities (approximately $2.1 million) and Other non-current liabilities (approximately $10.1 million). For the three and nine months ended September 30, 2021 and 2020, our operating lease costs were $0.7 million and $0.7 million, respectively, and $2.1 million and $2.1 million, respectively. For the nine months ended September 30, 2021 and 2020, we paid approximately $2.1 million and $2.1 million, respectively, in required operating lease payments, which are presented within the operating section of the Condensed Consolidated Statements of 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 September 30, 2021 (in thousands): Maturity of lease liability Operating Leases Financing Leases 2021 $ 745 $ 1,028 2022 3,006 4,111 2023 3,044 4,111 2024 3,081 4,111 2025 3,119 4,111 Thereafter 1,860 186,333 Total lease payments $ 14,855 $ 203,805 Less: discount 2,641 153,477 Present value of lease liability $ 12,214 $ 50,328 |
Leases | NOTE 14 — LEASES Financing 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 September 30, 2021, the weighted-average remaining lease term for our financing leases was approximately fifty years. As none of our financing leases provide an implicit rate, we have determined our own discount rate, which, on a weighted-average basis was approximately 9% at September 30, 2021. As of September 30, 2021, our financing leases had a right of use asset of approximately $58.2 million, which is recognized within Property, plant and equipment, net, and a corresponding lease liability of approximately $50.3 million, most of which is recognized within Other non-current liabilities. For the three and nine months ended September 30, 2021 and 2020, our financing lease costs, which are associated with the interest on our lease liabilities, were approximately $1.0 million and $0.5 million, respectively, and $1.9 million and $1.2 million, respectively. For the nine months ended September 30, 2021, we paid approximately $1.0 million in required finance lease payments which are presented within the operating section of the Condensed Consolidated Statements of Cash Flows. For each of the nine months ended September 30, 2021 and 2020, we paid approximate $1.8 million, in required financing lease payments which are presented within the financing section of the Condensed Consolidated Statements of Cash Flows. 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 September 30, 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 September 30, 2021, was approximately 8%. As of September 30, 2021, our operating leases had a corresponding right of use asset of approximately $10.6 million, which is recognized within Other non-current assets, and a total lease liability of approximately $12.2 million which is recognized within Accrued and other liabilities (approximately $2.1 million) and Other non-current liabilities (approximately $10.1 million). For the three and nine months ended September 30, 2021 and 2020, our operating lease costs were $0.7 million and $0.7 million, respectively, and $2.1 million and $2.1 million, respectively. For the nine months ended September 30, 2021 and 2020, we paid approximately $2.1 million and $2.1 million, respectively, in required operating lease payments, which are presented within the operating section of the Condensed Consolidated Statements of 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 September 30, 2021 (in thousands): Maturity of lease liability Operating Leases Financing Leases 2021 $ 745 $ 1,028 2022 3,006 4,111 2023 3,044 4,111 2024 3,081 4,111 2025 3,119 4,111 Thereafter 1,860 186,333 Total lease payments $ 14,855 $ 203,805 Less: discount 2,641 153,477 Present value of lease liability $ 12,214 $ 50,328 |
Additional Cash Flow Informatio
Additional Cash Flow Information | 9 Months Ended |
Sep. 30, 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): Nine Months Ended September 30, 2021 2020 Accounts receivable $ (8,556) $ 1,991 Prepaid expenses and other current assets 412 6,995 Accounts payable 4,288 (25) Accounts payable due to related parties (910) 1,360 Accrued liabilities 23,030 3,155 Other, net (1,090) (1,748) Net changes in working capital $ 17,174 $ 11,728 The following table provides supplemental disclosure of cash flow information (in thousands): Nine Months Ended September 30, 2021 2020 Non-cash accruals of property, plant and equipment and other non-current assets $ 38,509 $ 7,955 Non-cash settlement of withholding taxes associated with the 2019 bonus and vesting of certain awards 3,064 878 Non-cash settlement of the 2019 bonus 5,430 4,344 Non-cash settlement of Final Payment Fee — 8,539 The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of such amounts shown in the Condensed Consolidated Statements of Cash Flows (in thousands): Nine Months Ended September 30, 2021 2020 Cash and cash equivalents $ 210,812 $ 77,947 Non-current restricted cash — 3,441 Total cash, cash equivalents and restricted cash shown in the statements of cash flows $ 210,812 $ 81,388 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 16 — SUBSEQUENT EVENTS Subsequent to September 30, 2021, and through the date of this filing, we issued approximately 8.2 million shares of common stock under our at-the-market equity offering program for net proceeds of approximately $29.0 million. As of October 22, 2021, we have remaining capacity under our at-the-market program to raise aggregate gross sales proceeds of approximately $304.7 million. Effective November 2, 2021, the listing of our common stock was transferred from the Nasdaq Capital Market to the NYSE American. The stock continues to trade under the symbol “TELL”. |
General (Policies)
General (Policies) | 9 Months Ended |
Sep. 30, 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. The Company has sufficient cash on hand and available liquidity to satisfy its obligations and fund its working capital needs for at least twelve months following the date of issuance of the condensed consolidated financial statements. The Company has the ability to generate additional proceeds from various other potential financing transactions, 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) | 9 Months Ended |
Sep. 30, 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): September 30, 2021 December 31, 2020 Prepaid expenses $ 280 $ 1,156 Deposits 150 100 Derivative asset — 843 Other current assets 37 6 Total prepaid expenses and other current assets $ 467 $ 2,105 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 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 financing leases, as shown below (in thousands): September 30, 2021 December 31, 2020 Land and land improvement $ 15,284 $ 13,808 Proved properties 76,406 62,227 Wells in progress 11,200 492 Corporate and other 3,476 3,476 Total property, plant and equipment at cost 106,366 80,003 Accumulated DD&A (47,424) (38,764) Right of use asset — financing leases 58,176 20,018 Total property, plant and equipment, net $ 117,118 $ 61,257 |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Non-Current Assets | Other non-current assets consist of the following (in thousands): September 30, 2021 December 31, 2020 Land lease and purchase options $ 6,363 $ 5,831 Permitting costs 13,497 13,092 Right of use asset — operating leases 10,610 11,884 Other 1,929 2,090 Total other non-current assets $ 32,399 $ 32,897 |
Accrued and Other Liabilities (
Accrued and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 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): September 30, 2021 December 31, 2020 Project development activities $ 11,380 $ 3,228 Payroll and compensation 15,512 9,454 Accrued taxes 1,047 1,057 Professional services (e.g., legal, audit) 2,764 1,004 Warrant liabilities — 3,774 Lease liabilities 2,287 1,950 Other 2,213 1,536 Total accrued and other liabilities $ 35,203 $ 22,003 |
Borrowings (Tables)
Borrowings (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Borrowings | The following tables summarize the Company’s borrowings as of September 30, 2021, and December 31, 2020 (in thousands): September 30, 2021 Principal repayment obligation Unamortized DFC and discounts Carrying value 2018 Term Loan, due September 2021 $ — $ — $ — 2019 Term Loan, due March 2022 — — — 2020 Unsecured Note — — — Total borrowings $ — $ — $ — 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) | 9 Months Ended |
Sep. 30, 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 September 30, 2021 (in thousands): Maturity of lease liability Operating Leases Financing Leases 2021 $ 745 $ 1,028 2022 3,006 4,111 2023 3,044 4,111 2024 3,081 4,111 2025 3,119 4,111 Thereafter 1,860 186,333 Total lease payments $ 14,855 $ 203,805 Less: discount 2,641 153,477 Present value of lease liability $ 12,214 $ 50,328 |
Schedule of Operating Lease Maturity | The table below presents a maturity analysis of our lease liability on an undiscounted basis and reconciles those amounts to the present value of the lease liability as of September 30, 2021 (in thousands): Maturity of lease liability Operating Leases Financing Leases 2021 $ 745 $ 1,028 2022 3,006 4,111 2023 3,044 4,111 2024 3,081 4,111 2025 3,119 4,111 Thereafter 1,860 186,333 Total lease payments $ 14,855 $ 203,805 Less: discount 2,641 153,477 Present value of lease liability $ 12,214 $ 50,328 |
Additional Cash Flow Informat_2
Additional Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 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): Nine Months Ended September 30, 2021 2020 Accounts receivable $ (8,556) $ 1,991 Prepaid expenses and other current assets 412 6,995 Accounts payable 4,288 (25) Accounts payable due to related parties (910) 1,360 Accrued liabilities 23,030 3,155 Other, net (1,090) (1,748) Net changes in working capital $ 17,174 $ 11,728 |
Schedule of Supplemental Disclosure of Cash Flow Information | The following table provides supplemental disclosure of cash flow information (in thousands): Nine Months Ended September 30, 2021 2020 Non-cash accruals of property, plant and equipment and other non-current assets $ 38,509 $ 7,955 Non-cash settlement of withholding taxes associated with the 2019 bonus and vesting of certain awards 3,064 878 Non-cash settlement of the 2019 bonus 5,430 4,344 Non-cash settlement of Final Payment Fee — 8,539 The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of such amounts shown in the Condensed Consolidated Statements of Cash Flows (in thousands): Nine Months Ended September 30, 2021 2020 Cash and cash equivalents $ 210,812 $ 77,947 Non-current restricted cash — 3,441 Total cash, cash equivalents and restricted cash shown in the statements of cash flows $ 210,812 $ 81,388 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 280 | $ 1,156 |
Deposits | 150 | 100 |
Derivative asset | 0 | 843 |
Other current assets | 37 | 6 |
Total prepaid expenses and other current assets | $ 467 | $ 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 | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment at cost | $ 106,366 | $ 80,003 |
Accumulated DD&A | (47,424) | (38,764) |
Right of use asset — financing leases | 58,176 | 20,018 |
Total property, plant and equipment, net | 117,118 | 61,257 |
Land and land improvement | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment at cost | 15,284 | 13,808 |
Proved properties | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment at cost | 76,406 | 62,227 |
Wells in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment at cost | 11,200 | 492 |
Corporate and other | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment at cost | $ 3,476 | $ 3,476 |
Deferred Engineering Costs (Det
Deferred Engineering Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Deferred Costs [Abstract] | ||
Deferred engineering costs | $ 110,025 | $ 110,499 |
Other Non-Current Assets (Detai
Other Non-Current Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Land lease and purchase options | $ 6,363 | $ 5,831 |
Permitting costs | 13,497 | 13,092 |
Right of use asset — operating leases | 10,610 | 11,884 |
Other | 1,929 | 2,090 |
Total other non-current assets | $ 32,399 | $ 32,897 |
Land lease and purchase option agreements, maximum terms (in years) | 50 years |
Financial Instruments (Details)
Financial Instruments (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Commodity swaps | Not Designated as Hedging Instrument | |
Derivatives, Fair Value [Line Items] | |
Realized loss on derivatives | $ 1.2 |
Accrued and Other Liabilities -
Accrued and Other Liabilities - Schedule of Components of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Project development activities | $ 11,380 | $ 3,228 |
Payroll and compensation | 15,512 | 9,454 |
Accrued taxes | 1,047 | 1,057 |
Professional services (e.g., legal, audit) | 2,764 | 1,004 |
Warrant liabilities | 0 | 3,774 |
Lease liabilities | 2,287 | 1,950 |
Other | 2,213 | 1,536 |
Total accrued and other liabilities | $ 35,203 | $ 22,003 |
Borrowings - Schedule of Borrow
Borrowings - Schedule of Borrowings (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Principal repayment obligation | $ 0 | $ 119,217 | |
Unamortized DFC and discounts | 0 | (8,123) | |
Carrying value | 0 | 111,094 | |
Interest elected to be paid-in-kind | 508 | $ 2,431 | |
2018 Term Loan, due September 2021 | |||
Debt Instrument [Line Items] | |||
Principal repayment obligation | 0 | 60,000 | |
Unamortized DFC and discounts | 0 | (805) | |
Carrying value | 0 | 59,195 | |
2019 Term Loan, due March 2022 | |||
Debt Instrument [Line Items] | |||
Principal repayment obligation | 0 | 43,217 | |
Unamortized DFC and discounts | 0 | (4,942) | |
Carrying value | 0 | 38,275 | |
Interest elected to be paid-in-kind | 3,300 | ||
2020 Unsecured Note | |||
Debt Instrument [Line Items] | |||
Principal repayment obligation | 0 | 16,000 | |
Unamortized DFC and discounts | 0 | (2,376) | |
Carrying value | $ 0 | $ 13,624 |
Borrowings - Additional Informa
Borrowings - Additional Information (Details) | Jul. 19, 2021USD ($) |
Debt Disclosure [Abstract] | |
Line of credit facility, borrowing capacity (up to) | $ 30,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) MMBTU in Millions | 9 Months Ended |
Sep. 30, 2021MMBTUcargo | |
Commitments and Contingencies Disclosure [Abstract] | |
Long-term purchase commitment, minimum quantity required | cargo | 1 |
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 | Aug. 31, 2021USD ($) | Aug. 06, 2021USD ($)$ / sharesshares | Mar. 31, 2018shares | Mar. 31, 2021USD ($)shares | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Apr. 29, 2020$ / sharesshares |
Class of Stock [Line Items] | |||||||
Equity issuance costs | $ 10,893 | $ 3,091 | |||||
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, due March 2022 | |||||||
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 | ||||||
Equity Offering In Aug 2021 | Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued in transaction (in shares) | shares | 35,000,000 | ||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 3 | ||||||
Net proceeds from sale of stock | $ 100,800 | ||||||
Option to purchase additional shares (in shares) | $ 5,300 | ||||||
Option to purchase additional shares, period | 30 days | ||||||
Over-Allotment Option | Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Net proceeds from sale of stock | $ 15,100 | ||||||
At-the-Market Program | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued in transaction (in shares) | shares | 66,400,000 | ||||||
Net proceeds from sale of stock | $ 193,300 | ||||||
Sale of stock, gross remaining capacity for sale (up to) | $ 334,600 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($)shares | Sep. 30, 2021USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ | $ 1,500,000 | $ 4,600,000 |
Unrecognized compensation expense | $ | $ 200,500,000 | $ 200,500,000 |
Performance-based Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards outstanding (in shares) | 30,200,000 | 30,200,000 |
Share-based compensation expense | $ | $ 0 | |
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) | 30,200,000 | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Antidilutive securities excluded from computation of loss per share amount (in shares) | 11,100,000 | |
FID | Tranche one | Performance-based Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards outstanding (in shares) | 10,200,000 | 10,200,000 |
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 33.33% | |
FID | Tranche Two | Performance-based Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards outstanding (in shares) | 19,200,000 | 19,200,000 |
Other criteria | Performance-based Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards outstanding (in shares) | 800,000 | 800,000 |
2016 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of common stock authorized for issuance (in shares) | 40,000,000 | 40,000,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($)option | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)option | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | |||||
Finance lease, number of option to extend | option | 1 | 1 | |||
Finance lease, renewal term | 40 years | 40 years | |||
Finance lease, option to terminate, term | 5 years | ||||
Finance lease, weighted-average remaining lease term | 50 years | 50 years | |||
Finance lease, weighted-average discount rate | 9.00% | 9.00% | |||
Finance lease, right of use asset | $ 58,176 | $ 58,176 | $ 20,018 | ||
Finance lease, liability | 50,328 | 50,328 | |||
Finance lease, interest expense | $ 1,000 | $ 500 | 1,900 | $ 1,200 | |
Payments for financing lease, operating activities | 1,000 | ||||
Payments of finance lease principal | $ 1,800 | 1,800 | |||
Operating lease, number of option to extend | option | 1 | 1 | |||
Operating lease, renewal term (up to) | 10 years | 10 years | |||
Operating lease, weighted-average remaining lease term (in years) | 5 years | 5 years | |||
Operating lease, weighted-average discount rate (as a percentage) | 8.00% | 8.00% | |||
Operating leases, right of use asset | $ 10,610 | $ 10,610 | $ 11,884 | ||
Operating lease, liability | 12,214 | 12,214 | |||
Operating lease costs | 700 | $ 700 | 2,100 | 2,100 | |
Cash paid for amounts included in the measurement of lease liabilities | 2,100 | $ 2,100 | |||
Accrued and other liabilities | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease, liability | 2,100 | 2,100 | |||
Other non-current liability | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease, liability | $ 10,100 | $ 10,100 |
Leases - Schedule of Lease Matu
Leases - Schedule of Lease Maturity (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Operating Leases | |
2021 | $ 745 |
2022 | 3,006 |
2023 | 3,044 |
2024 | 3,081 |
2025 | 3,119 |
Thereafter | 1,860 |
Total lease payments | 14,855 |
Less: discount | 2,641 |
Present value of lease liability | 12,214 |
Financing Leases | |
2021 | 1,028 |
2022 | 4,111 |
2023 | 4,111 |
2024 | 4,111 |
2025 | 4,111 |
Thereafter | 186,333 |
Total lease payments | 203,805 |
Less: discount | 153,477 |
Present value of lease liability | $ 50,328 |
Additional Cash Flow Informat_3
Additional Cash Flow Information - Net Changes in Working Capital (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | ||
Accounts receivable | $ (8,556) | $ 1,991 |
Prepaid expenses and other current assets | 412 | 6,995 |
Accounts payable | 4,288 | (25) |
Accounts payable due to related parties | (910) | 1,360 |
Accrued liabilities | 23,030 | 3,155 |
Other, net | (1,090) | (1,748) |
Net changes in working capital | $ 17,174 | $ 11,728 |
Additional Cash Flow Informat_4
Additional Cash Flow Information - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 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 | $ 38,509 | $ 7,955 | ||
Non-cash settlement of withholding taxes associated with the 2019 bonus and vesting of certain awards | 3,064 | 878 | ||
Non-cash settlement of the 2019 bonus | 5,430 | 4,344 | ||
Non-cash settlement of Final Payment Fee | 0 | 8,539 | ||
Cash and cash equivalents | 210,812 | 77,947 | $ 78,297 | |
Non-current restricted cash | 0 | 3,441 | 3,440 | |
Total cash, cash equivalents and restricted cash shown in the statements of cash flows | $ 210,812 | $ 81,388 | $ 81,738 | $ 68,482 |
Subsequent Events (Details)
Subsequent Events (Details) - At-the-Market Program - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | |
Nov. 03, 2021 | Sep. 30, 2021 | Oct. 22, 2021 | |
Subsequent Event [Line Items] | |||
Number of shares issued in transaction (in shares) | 66,400,000 | ||
Net proceeds from sale of stock | $ 193.3 | ||
Sale of stock, gross remaining capacity for sale (up to) | $ 334.6 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of shares issued in transaction (in shares) | 8,200,000 | ||
Net proceeds from sale of stock | $ 29 | ||
Sale of stock, gross remaining capacity for sale (up to) | $ 304.7 |