FORM
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10-Q
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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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06-0842255
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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1201 Louisiana Street,
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Suite 3100,
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Houston,
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TX
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77002
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading symbol
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Name of each exchange on which registered
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Common stock, par value $0.01 per share
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TELL
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NASDAQ
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Capital Market
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page
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Item 1.
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Condensed Consolidated Financial Statements
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Condensed Consolidated Balance Sheets
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Condensed Consolidated Statements of Operations
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Condensed Consolidated Statement of Changes in Stockholders’ Equity
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Condensed Consolidated Statements of Cash Flows
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Notes to Condensed Consolidated Financial Statements
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 3.
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Quantitative and Qualitative Disclosures about Market Risk
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Item 4.
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Controls and Procedures
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Item 1.
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Legal Proceedings
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Item 1A.
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Risk Factors
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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Item 5.
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Other Information
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Item 6.
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Exhibits
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|||
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•
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our businesses and prospects and our overall strategy;
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•
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planned or estimated capital expenditures;
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•
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availability of liquidity and capital resources;
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•
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our ability to obtain additional financing as needed and the terms of financing transactions, including at Driftwood Holdings LP;
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•
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revenues and expenses;
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•
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progress in developing our projects and the timing of that progress;
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•
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future values of the Company’s projects or other interests, operations or rights; and
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•
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government regulations, including our ability to obtain, and the timing of, necessary governmental permits and approvals.
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•
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the uncertain nature of demand for and price of natural gas and LNG;
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•
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risks related to shortages of LNG vessels worldwide;
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•
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technological innovation which may render our anticipated competitive advantage obsolete;
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•
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risks related to a terrorist or military incident involving an LNG carrier;
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•
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changes in legislation and regulations relating to the LNG industry, including environmental laws and regulations that impose significant compliance costs and liabilities;
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•
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governmental interventions in the LNG industry, including increases in barriers to international trade;
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•
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uncertainties regarding our ability to maintain sufficient liquidity and attract sufficient capital resources to implement our projects;
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•
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our limited operating history;
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•
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our ability to attract and retain key personnel;
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•
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risks related to doing business in, and having counterparties in, foreign countries;
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•
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our reliance on the skill and expertise of third-party service providers;
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•
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the ability of our vendors to meet their contractual obligations;
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•
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risks and uncertainties inherent in management estimates of future operating results and cash flows;
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•
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our ability to maintain compliance with our senior secured term loans and other agreements;
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•
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changes in competitive factors, including the development or expansion of LNG, pipeline and other projects that are competitive with ours;
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•
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development risks, operational hazards and regulatory approvals;
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•
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our ability to enter and consummate planned financing and other transactions; and
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•
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risks and uncertainties associated with litigation matters.
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ASC
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Accounting Standards Codification
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ASU
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Accounting Standards Update
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Bcf
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Billion cubic feet of natural gas
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Bcf/d
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Bcf per day
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Bcfe
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Billion cubic feet of natural gas equivalent
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DD&A
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Depreciation, depletion and amortization
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DES
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Delivered ex-ship
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DOE/FE
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U.S. Department of Energy, Office of Fossil Energy
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EPC
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Engineering, procurement and construction
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FEED
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Front-End Engineering and Design
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FERC
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U.S. Federal Energy Regulatory Commission
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FID
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Final investment decision as it pertains to the Driftwood Project
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FTA countries
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Countries with which the U.S. has a free trade agreement providing for national treatment for trade in natural gas
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GAAP
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Generally accepted accounting principles in the U.S.
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JKM
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Platts Japan Korea Marker index price for LNG
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LNG
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Liquefied natural gas
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LSTK
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Lump sum turnkey
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Mcf
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Thousand cubic feet of natural gas
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MMBtu
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Million British thermal units
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MMcf
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Million cubic feet of natural gas
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MMcf/d
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MMcf per day
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MMcfe
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Million cubic feet of natural gas equivalent volumes using a ratio of 6 Mcf to 1 barrel of liquid
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Mtpa
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Million tonnes per annum
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Nasdaq
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Nasdaq Capital Market
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Non-FTA countries
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Countries with which the U.S. does not have a free trade agreement providing for national treatment for trade in natural gas and with which trade is permitted
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SEC
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U.S. Securities and Exchange Commission
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Train
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An industrial facility comprised of a series of refrigerant compressor loops used to cool natural gas into LNG
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U.S.
|
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United States
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USACE
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U.S. Army Corps of Engineers
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TELLURIAN INC. AND SUBSIDIARIES
|
|||||||
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|||||||
(in thousands, except share and per share amounts)
|
|||||||
(unaudited)
|
|||||||
|
|
|
|
||||
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September 30, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
91,057
|
|
|
$
|
133,714
|
|
Accounts receivable
|
4,872
|
|
|
1,498
|
|
||
Accounts receivable due from related parties
|
1,316
|
|
|
1,316
|
|
||
Prepaid expenses and other current assets
|
13,698
|
|
|
3,906
|
|
||
Total current assets
|
110,943
|
|
|
140,434
|
|
||
Property, plant and equipment, net
|
145,714
|
|
|
130,580
|
|
||
Deferred engineering costs
|
96,497
|
|
|
69,000
|
|
||
Non-current restricted cash
|
4,300
|
|
|
49,875
|
|
||
Other non-current assets
|
36,653
|
|
|
18,659
|
|
||
Total assets
|
$
|
394,107
|
|
|
$
|
408,548
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
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|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
7,334
|
|
|
$
|
11,597
|
|
Accrued and other liabilities
|
33,334
|
|
|
41,173
|
|
||
Senior secured term loan
|
75,322
|
|
|
—
|
|
||
Total current liabilities
|
115,990
|
|
|
52,770
|
|
||
Long-term liabilities:
|
|
|
|
||||
Senior secured term loan
|
57,853
|
|
|
57,048
|
|
||
Other non-current liabilities
|
17,312
|
|
|
796
|
|
||
Total long-term liabilities
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75,165
|
|
|
57,844
|
|
||
|
|
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|
||||
Commitments and contingencies (Note 9)
|
|
|
|
||||
|
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|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value, 100,000,000 authorized:
6,123,782 and 6,123,782 shares outstanding, respectively
|
61
|
|
|
61
|
|
||
Common stock, $0.01 par value, 400,000,000 authorized:
242,214,647 and 240,655,607 shares outstanding, respectively
|
2,210
|
|
|
2,195
|
|
||
Additional paid-in capital
|
768,766
|
|
|
749,537
|
|
||
Accumulated deficit
|
(568,085
|
)
|
|
(453,859
|
)
|
||
Total stockholders’ equity
|
202,952
|
|
|
297,934
|
|
||
Total liabilities and stockholders’ equity
|
$
|
394,107
|
|
|
$
|
408,548
|
|
TELLURIAN INC. AND SUBSIDIARIES
|
|||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||
(in thousands)
|
|||||||
(unaudited)
|
|||||||
|
|
||||||
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(114,226
|
)
|
|
$
|
(94,229
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation, depletion and amortization
|
13,988
|
|
|
1,034
|
|
||
Amortization of debt issuance costs, discounts and fees
|
6,674
|
|
|
—
|
|
||
Share-based compensation
|
3,526
|
|
|
3,279
|
|
||
Share-based payments
|
707
|
|
|
—
|
|
||
Impairment charge and loss on transfer of assets
|
—
|
|
|
4,513
|
|
||
Gain on sale of assets
|
(2,831
|
)
|
|
—
|
|
||
Gain on financial instruments not designated as hedges
|
(3,497
|
)
|
|
—
|
|
||
Other
|
(1,538
|
)
|
|
—
|
|
||
Net changes in working capital (Note 15)
|
10,516
|
|
|
10,591
|
|
||
Net cash used in operating activities
|
(86,681
|
)
|
|
(74,812
|
)
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Acquisition and development of natural gas properties
|
(45,046
|
)
|
|
(255
|
)
|
||
Proceeds from sale of assets
|
6,156
|
|
|
167
|
|
||
Deferred engineering costs
|
(25,997
|
)
|
|
—
|
|
||
Purchase of property - land (Note 15)
|
(180
|
)
|
|
—
|
|
||
Purchase of property, plant and equipment
|
(2,552
|
)
|
|
(4,814
|
)
|
||
Net cash used in investing activities
|
(67,619
|
)
|
|
(4,902
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from borrowing under term loan
|
75,000
|
|
|
59,400
|
|
||
Payments of term loan financing costs
|
(2,246
|
)
|
|
(2,179
|
)
|
||
Proceeds from issuance of common stock
|
—
|
|
|
133,800
|
|
||
Tax payments for net share settlement of equity awards (Note 15)
|
(6,686
|
)
|
|
(5,733
|
)
|
||
Equity offering costs
|
—
|
|
|
(4,090
|
)
|
||
Net cash provided by financing activities
|
66,068
|
|
|
181,198
|
|
||
|
|
|
|
||||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(88,232
|
)
|
|
101,484
|
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
183,589
|
|
|
128,273
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
95,357
|
|
|
$
|
229,757
|
|
Supplementary disclosure of cash flow information:
|
|
|
|
||||
Interest paid
|
$
|
5,479
|
|
|
$
|
—
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Prepaid expenses
|
$
|
1,093
|
|
|
$
|
2,279
|
|
Deposits
|
498
|
|
|
1,336
|
|
||
Future proceeds from sale of Magellan Petroleum UK (Note 3)
|
4,969
|
|
|
—
|
|
||
Tradable equity securities (Note 3)
|
3,731
|
|
|
—
|
|
||
Derivative asset, current (Note 6)
|
3,209
|
|
|
—
|
|
||
Other current assets
|
198
|
|
|
291
|
|
||
Total prepaid expenses and other current assets
|
$
|
13,698
|
|
|
$
|
3,906
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Land
|
$
|
13,808
|
|
|
$
|
13,276
|
|
Proved properties
|
141,898
|
|
|
101,459
|
|
||
Unproved properties
|
—
|
|
|
10,204
|
|
||
Wells in progress
|
324
|
|
|
4,660
|
|
||
Corporate and other
|
5,285
|
|
|
2,905
|
|
||
Total property, plant and equipment at cost
|
161,315
|
|
|
132,504
|
|
||
Accumulated DD&A
|
(15,601
|
)
|
|
(1,924
|
)
|
||
Total property, plant and equipment, net
|
$
|
145,714
|
|
|
$
|
130,580
|
|
|
Amount
|
|
Due Date
|
||
December future proceeds
|
$
|
3,705
|
|
|
On or before December 31, 2019
|
March future proceeds
|
1,235
|
|
|
On or before March 31, 2020
|
|
Total remaining consideration
|
$
|
4,940
|
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Land lease and purchase options
|
$
|
4,822
|
|
|
$
|
4,115
|
|
Permitting costs
|
12,838
|
|
|
12,585
|
|
||
Right of use asset - leases (Note 14)
|
16,381
|
|
|
—
|
|
||
Other
|
2,612
|
|
|
1,959
|
|
||
Total other non-current assets
|
$
|
36,653
|
|
|
$
|
18,659
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Project development activities
|
$
|
3,745
|
|
|
$
|
8,879
|
|
Payroll and compensation
|
19,492
|
|
|
23,286
|
|
||
Accrued taxes
|
1,026
|
|
|
2,507
|
|
||
Professional services (e.g., legal, audit)
|
3,300
|
|
|
2,423
|
|
||
Lease liability - current (Note 14)
|
2,217
|
|
|
—
|
|
||
Other
|
3,554
|
|
|
4,078
|
|
||
Total accrued and other liabilities
|
$
|
33,334
|
|
|
$
|
41,173
|
|
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
|||||||||
|
|
Maturity
|
|
Interest Rate
|
|
Amount
|
|
Interest Rate
|
|
Amount
|
|||||
2019 Term Loan
|
|
May 2020 (1)
|
|
12% (2)
|
|
$
|
86,508
|
|
|
—
|
|
|
$
|
—
|
|
2018 Term Loan
|
|
September 2021
|
|
5%-8% + LIBOR (3)
|
|
60,000
|
|
|
5%-8% + LIBOR (3)
|
|
60,000
|
|
|||
Unamortized deferred financing costs, discounts and fees
|
|
|
|
|
|
(13,333
|
)
|
|
|
|
(2,952
|
)
|
|||
Total borrowings
|
|
|
|
|
|
$
|
133,175
|
|
|
|
|
$
|
57,048
|
|
Lease
|
|
Presentation
|
|
September 30, 2019
|
||
Right of use asset
|
|
Other non-current assets
|
|
16,381
|
|
|
Total lease asset
|
|
|
|
$
|
16,381
|
|
Lease liability - current
|
|
Accrued and other liabilities
|
|
2,217
|
|
|
Lease liability - non-current
|
|
Other non-current liabilities
|
|
16,266
|
|
|
Total lease liability
|
|
|
|
$
|
18,483
|
|
Maturity of lease liability
|
|
||
2019
|
$
|
900
|
|
2020
|
3,626
|
|
|
2021
|
3,491
|
|
|
2022
|
3,793
|
|
|
2023
|
4,059
|
|
|
After 2023
|
8,061
|
|
|
Total lease payments
|
$
|
23,930
|
|
Less: discount
|
5,447
|
|
|
Present value of lease liability
|
$
|
18,483
|
|
2019
|
$
|
3,126
|
|
2020
|
3,510
|
|
|
2021
|
3,440
|
|
|
2022
|
3,718
|
|
|
2023
|
3,993
|
|
|
Thereafter
|
8,061
|
|
|
Total
|
$
|
25,848
|
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Accounts receivable
|
$
|
(3,374
|
)
|
|
$
|
99
|
|
Accounts receivable due from related parties
|
—
|
|
|
62
|
|
||
Prepaid expenses and other current assets
|
1,653
|
|
|
1,036
|
|
||
Accounts payable and accrued liabilities
|
14,187
|
|
|
13,548
|
|
||
Other, net
|
(1,950
|
)
|
|
(4,154
|
)
|
||
Net changes in working capital
|
$
|
10,516
|
|
|
$
|
10,591
|
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Non-cash accruals of property, plant and equipment and other non-current assets
|
$
|
7,875
|
|
|
$
|
3,529
|
|
Accrued term loan issuance costs
|
—
|
|
|
441
|
|
||
2019 Term Loan paid-in-kind election
|
996
|
|
|
—
|
|
||
Future proceeds from sale of Magellan Petroleum UK
|
4,940
|
|
|
—
|
|
||
Tradable equity securities
|
3,705
|
|
|
—
|
|
||
Non-cash settlement of withholding taxes associated with the 2018 and 2017 bonus paid and vesting of certain awards, respectively
|
6,686
|
|
|
5,733
|
|
||
Non-cash settlement of the 2018 and 2017 bonus paid, respectively
|
18,396
|
|
|
15,202
|
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
$
|
91,057
|
|
|
$
|
172,317
|
|
Non-current restricted cash
|
4,300
|
|
|
57,440
|
|
||
Total cash, cash equivalents and restricted cash shown in the statements of cash flows
|
$
|
95,357
|
|
|
$
|
229,757
|
|
•
|
Our Business
|
•
|
Overview of Significant Events
|
•
|
Liquidity and Capital Resources
|
•
|
Capital Development Activities
|
•
|
Results of Operations
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Recent Accounting Standards
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
|||||||
|
|
2019
|
|
2018
|
||||
Cash used in operating activities
|
|
$
|
(86,681
|
)
|
|
$
|
(74,812
|
)
|
Cash used in investing activities
|
|
(67,619
|
)
|
|
(4,902
|
)
|
||
Cash provided by financing activities
|
|
66,068
|
|
|
181,198
|
|
||
|
|
|
|
|
||||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
|
(88,232
|
)
|
|
101,484
|
|
||
Cash, cash equivalents and restricted cash, beginning of the period
|
|
183,589
|
|
|
128,273
|
|
||
Cash, cash equivalents and restricted cash, end of the period
|
|
$
|
95,357
|
|
|
$
|
229,757
|
|
|
|
|
|
|
||||
Net working capital
|
|
$
|
(5,047
|
)
|
|
$
|
138,205
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Total revenue
|
|
$
|
9,344
|
|
|
$
|
799
|
|
|
$
|
19,637
|
|
|
$
|
8,414
|
|
Cost of sales
|
|
2,241
|
|
|
723
|
|
|
4,594
|
|
|
5,383
|
|
||||
Development expenses
|
|
15,685
|
|
|
11,004
|
|
|
46,238
|
|
|
32,871
|
|
||||
Depreciation, depletion and amortization
|
|
7,409
|
|
|
315
|
|
|
13,988
|
|
|
1,034
|
|
||||
General and administrative expenses
|
|
22,369
|
|
|
20,437
|
|
|
67,825
|
|
|
61,046
|
|
||||
Impairment charge and loss on transfer of assets
|
|
—
|
|
|
2,704
|
|
|
—
|
|
|
4,513
|
|
||||
Loss from operations
|
|
(38,360
|
)
|
|
(34,384
|
)
|
|
(113,008
|
)
|
|
(96,433
|
)
|
||||
Interest income (expense), net
|
|
(6,079
|
)
|
|
924
|
|
|
(10,065
|
)
|
|
1,863
|
|
||||
Other income, net
|
|
4,832
|
|
|
79
|
|
|
8,847
|
|
|
151
|
|
||||
Income tax benefit
|
|
—
|
|
|
190
|
|
|
—
|
|
|
190
|
|
||||
Net loss
|
|
$
|
(39,607
|
)
|
|
$
|
(33,191
|
)
|
|
$
|
(114,226
|
)
|
|
$
|
(94,229
|
)
|
•
|
Cost of sales during the period increased by approximately $1.5 million compared to the same period in 2018 due to an increase in natural gas sales as a result of an increase in production volumes.
|
•
|
Development expenses during the period increased by approximately $4.7 million compared to the same period in 2018 as a result of an overall increase in development activities associated with the Driftwood Project.
|
•
|
DD&A during the period increased by approximately $7.1 million compared to the same period in 2018 due to the increase in natural gas production as discussed earlier.
|
•
|
General and administrative expenses increased by approximately $1.9 million during the period due primarily to an increase in employee headcount when compared to the same period in 2018.
|
•
|
The $7.0 million increase in interest expense, net, is primarily attributable to (i) the recognition of interest expenses on the 2018 Term Loan, which was only partially present in the prior period, and (ii) the 2019 Term Loan, which was not in place in the prior period.
|
•
|
Development expenses during the period increased by approximately $13.4 million compared to the same period in 2018 as a result of an overall increase in development activities associated with the Driftwood Project.
|
•
|
DD&A during the period increased by approximately $13.0 million compared to the same period in 2018 due to the increase in natural gas production as discussed earlier.
|
•
|
General and administrative expenses increased by approximately $6.8 million during the period, due primarily to an increase in employee headcount when compared to the same period in 2018.
|
•
|
Interest expense, net, increased by approximately $11.9 million during the period primarily due to (i) the recognition of interest expenses on the 2018 Term Loan, which was only partially present in the prior period, and (ii) the 2019 Term Loan, which was not in place in the prior period.
|
Exhibit No.
|
|
Description
|
10.1††
|
|
|
10.2††
|
|
|
10.3††*
|
|
|
10.4††*
|
|
|
10.5††*
|
|
|
10.6*
|
|
|
10.7*
|
|
|
10.8†*
|
|
|
10.9†*
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1**
|
|
|
32.2**
|
|
|
99.1
|
|
|
101.INS*
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
|
101.SCH*
|
|
Inline XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
Inline XBRL Taxonomy Extension Labels Linkbase Document
|
101.PRE*
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
104
|
|
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, formatted in Inline XBRL
|
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
†
|
Management contract or compensatory plan or arrangement.
|
††
|
Portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
|
|
|
TELLURIAN INC.
|
|
|
|
|
|
Date:
|
November 6, 2019
|
By:
|
/s/ Antoine J. Lafargue
|
|
|
|
Antoine J. Lafargue
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(as Principal Financial Officer)
|
|
|
|
Tellurian Inc.
|
|
|
|
|
Date:
|
November 6, 2019
|
By:
|
/s/ Khaled A. Sharafeldin
|
|
|
|
Khaled A. Sharafeldin
|
|
|
|
Chief Accounting Officer
|
|
|
|
(as Principal Accounting Officer)
|
|
|
|
Tellurian Inc.
|
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.
|
PROJECT NAME: Driftwood LNG Phase 1
OWNER: Driftwood LNG LLC
CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: 10 November 2017
|
CHANGE ORDER NUMBER: CO-002
DATE OF CHANGE ORDER: July 24, 2019
|
I.
|
Scope Adjustments
|
1.
|
Contractor shall be responsible for installation of a tie-in and meter for municipal water required for construction and pay for same. Contractor assumes that this tie-in will have the capacity to supply approximately 250 gpm at 52 psig. Contractor shall provide and distribute water for Phase 1 construction activities on the Site until Substantial Completion of Project 2.
|
2.
|
Owner shall be responsible for installation of a tie-in and meter for municipal water required for potable uses for the Liquefaction Facility and pay for same. This tie-in will have the capacity to supply approximately 100 gpm at 52 psig.
|
3.
|
Owner shall be responsible for installation of a tie-in and meter for municipal water required for firewater use for the Liquefaction Facility and pay for same. This tie-in will have the capacity to supply approximately 500 gpm at 52 psig for a period of 8 hours.
|
1.
|
Connection number 1: Owner shall be responsible for installation of a 6” header 150# tie-in north of building parking lot area for municipal water, as depicted on Exhibit C of Driftwood LNG Phase 1 Change Order number CO-002, required for potable uses for the Liquefaction Facility and pay for same. This tie-in will have the capacity to supply 100 gpm at a minimum pressure of 50 psig. A meter will be installed adjacent to the public portion of Burton Shipyard Road.
|
2.
|
Connection number 2: Owner shall be responsible for installation of a 12” header 150# tie-in for well water required for fire/Demin/utility water use, as depicted on Exhibit C of Driftwood LNG Phase 1 Change Order number CO-002, for the Liquefaction Facility and pay for same. This tie-in will have the capacity to supply 1375 gpm at a minimum pressure of 50 psig.
|
3.
|
Connection number 3: Owner shall be responsible for installation 2” header 150# potable water connection (from 6” header referenced in connection number 1) for Main Guard House. The tie in point will be just south of Main Guard House as depicted on Exhibit C of Driftwood LNG Phase 1 Change Order number CO-002. This tie-in will have the capacity to supply at a minimum pressure of 50 psig.
|
4.
|
Connection number 4: Contractor shall be responsible for installation of a tie-in and meter for municipal water required for construction water and pay for same. Contractor will use the existing 6” header along Burton Shipyard Road and this tie-in will have the capacity to supply a minimum 250 gpm at a minimum pressure of 50 psig. Contractor shall use this connection to provide and distribute water for construction activities on the Site through all Phases of construction. Owner will not demolish or remove this 6” line prior to completion of all Phases of construction.
|
5.
|
Connection number 5: Contractor shall be responsible for installation of a tie-in and meter for municipal water required for construction water and pay for same. Contractor will use the existing 10” header along Global Drive and this tie-in will have the capacity to supply a minimum of 250 gpm at a minimum pressure of 50 psig. Contractor shall use this connection to provide and distribute water for construction activities on the Site through all Phases of construction. Owner will not demolish or remove this 10” line prior to completion of all Phases of construction.
|
6.
|
Contractor Owner will supply and install three water wells (up to 500 feet deep each and spaced 100 feet apart) on the Site off-site to supplement and/or substitute for water provided by the municipal water system to meet water requirements as described above. The water wells will be designed with 500 gpm pumping capacity per well. The pumping capacity, spacing and depth of the wells are subject to change based on field verification (test wells). Owner will provide water (quantity, quality, and delivery conditions) as specified in Exhibit C of Driftwood LNG Phase 1 Change Order number CO-002. Contractor shall be entitled to a Change Order should field verification warrant modifications to the existing design in order to meet the required flowrates and quality for the firewater and utility/process water systems. Contractor assumes that the water quality from the wells on Site is consistent with the Calcasieu Parish water quality data in the Chicot Aquifer Summary Baseline Monitoring Report, FY 2002, Louisiana Department of environmental Quality. Owner will allow Contractor to use excess well water, assuming wells are first used to supply all appropriate Liquefaction Facility operation uses, for construction purposes for all Projects.”
|
|
Description of Data/Information/Documents Provided
|
Date Provided
or to be Provided
|
1.7
|
Owner to provide written confirmation to Contractor that utility companies have disconnected all existing customers served by water, sewer, power, and telecommunication utilities crossing or within the Site boundaries and that above mentioned utilities are no longer required.
|
30 days prior to NTP
|
|
Description of Data/Information/Documents Provided
|
Date Provided
or to be Provided
|
2.15
|
a) Provide expansion of (i) Burton Shipyard Road including all associated utilities, easements, etc. so as to provide access to the Site according to the indicative standard in Exhibit 21-1. Owner is responsible for the construction of the road improvements Burton Shipyard Road from Highway 27 to approximately 3040 feet east of Global Drive intersection and (ii) Highway 27 including all associated utilities, easements, etc. so as to provide access to the Site according to the indicative standard in Exhibit 21-2.
180 Days after NTP or upon completion of Burton Shipyard Road, whichever is earlier, is considered as the “Road Improvement Period”. During the Road Improvement Period, Owner will ensure that two (2) lanes of traffic remain open for Contractors use of the portion of Burton Shipyard Road from Highway 27 to approximately 3040 feet east of Global Drive intersection to provide access to the Site according to the indicative standard in Exhibit 21-1.
b) Convert Global Drive to private road from approximately twenty (20) feet south of the cemetery entrance to the Liquefaction Facility
c) Convert Burton Shipyard Road to private road from, as a minimum, the location of the permanent plant gate house to east end at Calcasieu River bank
[***]
|
At NTP
Item a): 180 days after NTP;
Item b): at NTP
Item c): at NTP
Item d): at NTP
|
II.
|
Cost Adjustments
|
Adjustment to Contract Price
|
|
|
The original Contract Price was
|
USD 7,240,314,232
|
EUR 375,344,119
|
Net change by previously authorized Change Orders (# CO-001)
|
USD 0
|
EUR 0
|
The Contract Price prior to this Change Order was
|
USD 7,240,314,232
|
EUR 375,344,119
|
The Contract Price will be (increased) (decreased) (unchanged)
|
|
|
by this Change Order in the amount of
|
USD (18,958,942)
|
EUR 0
|
The new Contract Price including this Change Order will be
|
USD 7,221,355,290
|
EUR 375,344,119
|
|
|
|
/s/ Howard Candelet
|
|
/s/ Andrey Polunin
|
Owner
|
|
Contractor
|
Howard Candelet
|
|
Andrey Polunin
|
Name
|
|
Name
|
SVP Projects, President Driftwood LNG
|
|
Senior Vice President
|
Title
|
|
Title
|
24th July 2019
|
|
May 31, 2019
|
Date of Signing
|
|
Date of Signing
|
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.
|
PROJECT NAME: Driftwood LNG Phase 1
OWNER: Driftwood LNG LLC
CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: 10 November 2017
|
CHANGE ORDER NUMBER: CO-003
DATE OF CHANGE ORDER: July 18th, 2019
|
I.
|
STRUCTURAL STEEL
|
A.
|
Scope Adjustments
|
B.
|
EPC Agreement Terms Modifications
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
C.
|
Commercial Impacts
|
II.
|
DREDGING
|
A.
|
Scope Adjustments
|
B.
|
EPC Agreement Terms Modifications
|
C.
|
Commercial Impacts
|
III.
|
HAZOP/LOPA
|
A.
|
Scope Adjustments
|
B.
|
EPC Agreement Terms Modifications
|
C.
|
Commercial Impacts
|
IV.
|
EXTENSION OF BID VALIDITY
|
A.
|
Scope Adjustments
|
B.
|
EPC Agreement Terms Modifications
|
C.
|
Commercial Impacts
|
V.
|
FOREIGN TRADE ZONE
|
A.
|
Scope Adjustments
|
B.
|
EPC Agreement Terms Modifications
|
C.
|
Commercial Impacts
|
VI.
|
INSURANCE
|
A.
|
Scope Adjustments
|
B.
|
EPC Agreement Terms Modifications
|
C.
|
Commercial Impacts
|
VII.
|
TAXES
|
A.
|
Scope Adjustments
|
B.
|
EPC Agreement Terms Modifications
|
C.
|
Commercial Impacts
|
VIII.
|
EPC Agreement Term Limit
|
A.
|
Scope Adjustments
|
B.
|
EPC Agreement Terms Modifications
|
C.
|
Commercial Impacts
|
IX.
|
OTHER SCOPE ADJUSTMENTS
|
A.
|
Scope Adjustments
|
1.
|
The Parties agree the Scope of Work will be adjusted as outlined in Exhibit M Phase 1 Scope Trend #S1-0089 (Warm Startup Phase 1).
|
2.
|
The Parties agree the Scope of Work will be adjusted as outlined in Exhibit Q Phase 1 Scope Trend #S1-0079 (Low Voltage to PDS).
|
3.
|
The Parties agree the Scope of Work will be adjusted as outlined in Exhibit R Phase 1 Scope Trend #S1-0085 (Raising Control Building Area).
|
4.
|
The Parties agree the Scope of Work will be adjusted as outlined in Exhibit S Phase 1 Scope Trend #S1-0091 (GE Compressor Bundle Assembly Removal).
|
5.
|
The Parties agree the Scope of Work will be adjusted as outlined in Exhibit T Phase 1 Scope Trend #S1-0102 (Gangway).
|
6.
|
The Parties agree the Scope of Work will be adjusted as outlined in Exhibit U Phase 1 Scope Trend #S1-0106 (Cold Box Thermocouples).
|
7.
|
The Parties agree the Scope of Work will be adjusted as outlined in Exhibit V Phase 1 Scope Trend #S1-0125 (Condensate Tank Foam System).
|
8.
|
The Parties agree the Scope of Work will be adjusted as outlined in Exhibit W Phase 1 Scope Trend #S1-0131 (Additional Borescope Inspection Connections).
|
9.
|
The Parties agree the Scope of Work will be adjusted to extend the permanent security fencing at the south side of Bollinger to the Calcasieu River.
|
B.
|
EPC Agreement Terms Modifications
|
C.
|
Commercial Impacts
|
X.
|
CONTRACT PRICE ADJUSTMENTS
|
Adjustment to Contract Price
|
|
|
The original Contract Price was
|
USD 7,240,314,232
|
EUR 375,344,119
|
Net change by previously authorized Change Orders (# CO-001)
|
USD (18,958,942)
|
EUR 0
|
The Contract Price prior to this Change Order was
|
USD 7,221,355,290
|
EUR 375,344,119
|
The Contract Price will be (increased) (decreased) (unchanged)
|
|
|
by this Change Order in the amount of
|
USD 178,899,682
|
EUR 0
|
The new Contract Price including this Change Order will be
|
USD 7,400,254,972
|
EUR 375,344,119
|
|
|
|
|
|
|
The Aggregate Provisional Sum prior to this Change Order was
|
USD 538,819,208
|
EUR 0
|
The Aggregate Provisional Sum will be decreased
|
USD (35,961,504)
|
EUR 0
|
by this Change Order in the amount of
|
|
|
The new Aggregate Provisional Sum
|
USD 502,857,704
|
EUR 0
|
|
|
|
/s/ Howard Candelet
|
|
/s/ Andrey Polunin
|
Owner
|
|
Contractor
|
Howard Candelet
|
|
Andrey Polunin
|
Name
|
|
Name
|
SVP Projects, President Driftwood LNG
|
|
Senior Vice President
|
Title
|
|
Title
|
24th July 2019
|
|
18 July 2019
|
Date of Signing
|
|
Date of Signing
|
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.
|
PROJECT NAME: Driftwood LNG Phase 2
OWNER: Driftwood LNG LLC
CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: 10 November 2017
|
CHANGE ORDER NUMBER: CO-002
DATE OF CHANGE ORDER: July 18, 2019
|
I.
|
STRUCTURAL STEEL
|
A.
|
Scope Adjustments
|
B.
|
EPC Agreement Terms Modifications
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
•
|
[***]
|
C.
|
Commercial Impacts
|
II.
|
DREDGING
|
A.
|
Scope Adjustments
|
B.
|
EPC Agreement Terms Modifications
|
C.
|
Commercial Impacts
|
III.
|
HAZOP/LOPA
|
A.
|
Scope Adjustments
|
B.
|
EPC Agreement Terms Modifications
|
C.
|
Commercial Impacts
|
IV.
|
EXTENSION OF BID VALIDITY
|
A.
|
Scope Adjustments
|
B.
|
EPC Agreement Terms Modifications
|
C.
|
Commercial Impacts
|
V.
|
FOREIGN TRADE ZONE
|
A.
|
Scope Adjustments
|
B.
|
EPC Agreement Terms Modifications
|
C.
|
Commercial Impacts
|
VI.
|
INSURANCE
|
A.
|
Scope Adjustments
|
B.
|
EPC Agreement Terms Modifications
|
C.
|
Commercial Impacts
|
VII.
|
TAXES
|
A.
|
Scope Adjustments
|
B.
|
EPC Agreement Terms Modifications
|
C.
|
Commercial Impacts
|
VIII.
|
EPC Agreement Term Limit
|
A.
|
Scope Adjustments
|
B.
|
EPC Agreement Terms Modifications
|
C.
|
Commercial Impacts
|
IX.
|
OTHER SCOPE ADJUSTMENTS
|
A.
|
Scope Adjustments
|
1.
|
The Parties agree the Scope of Work will be adjusted as outlined in Exhibit M Phase 2 Scope Trend #S2-0003 (Warm Startup Phase 2).
|
2.
|
The Parties agree the Phase 2 Scope of Work will be adjusted as outlined in Phase 1 Change Order 3 Exhibit T Scope Trend #S1-0102 (Gangway) as it relates to gangway scope description.
|
3.
|
The Parties agree the Plant 3 Scope of Work will be adjusted as outlined in Phase 1 Change Order 3 Exhibit U Scope Trend #S1-0106 (Cold Box Thermocouples) as it relates to the Plant 1 scope description only.
|
4.
|
The Parties agree the Plant 3 Scope of Work will be adjusted as outlined in Phase 1 Change Order 3 Exhibit V Scope Trend #S1-0131 (Additional Borescope Inspection Connections) as it relates to the Plant 1 scope description only.
|
B.
|
EPC Agreement Terms Modifications
|
C.
|
Commercial Impacts
|
X.
|
CONTRACT PRICE ADJUSTMENTS
|
Adjustment to Contract Price
|
|
|
The original Contract Price was
|
USD 2,515,986,451
|
EUR 166,316,651
|
Net change by previously authorized Change Orders (# CO-001)
|
USD 0
|
EUR 0
|
The Contract Price prior to this Change Order was
|
USD 2,515,986,451
|
EUR 166,316,651
|
The Contract Price will be (increased) (decreased) (unchanged)
|
|
|
by this Change Order in the amount of
|
USD 60,206,464
|
EUR 0
|
The new Contract Price including this Change Order will be
|
USD 2,576,192,915
|
EUR 166,316,651
|
|
|
|
|
|
|
The Aggregate Provisional Sum prior to this Change Order was
|
USD 200,157,910
|
EUR 0
|
The Aggregate Provisional Sum will be decreased
|
USD (34,918,497)
|
EUR 0
|
by this Change Order in the amount of
|
|
|
The new Aggregate Provisional Sum
|
USD 165,239,413
|
EUR 0
|
|
|
|
/s/ Howard Candelet
|
|
/s/ Andrey Polunin
|
Owner
|
|
Contractor
|
Howard Candelet
|
|
Andrey Polunin
|
Name
|
|
Name
|
SVP Projects, President Driftwood LNG
|
|
Senior Vice President
|
Title
|
|
Title
|
24th July 2019
|
|
18 July 2019
|
Date of Signing
|
|
Date of Signing
|
PROJECT NAME: Driftwood LNG Phase 3
OWNER: Driftwood LNG LLC
CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: 10 November 2017
|
CHANGE ORDER NUMBER: CO-002
DATE OF CHANGE ORDER: 28 June 2019
|
Adjustment to Contract Price
|
|
|
The original Contract Price was
|
USD 2,552,105,878
|
EUR 165,167,044
|
Net change by previously authorized Change Orders (# CO-001)
|
USD 0
|
EUR 0
|
The Contract Price prior to this Change Order was
|
USD 2,552,105,878
|
EUR 165,167,044
|
The Contract Price will be (increased) (decreased) (unchanged)
|
|
|
by this Change Order in the amount of
|
USD 0
|
EUR 0
|
The new Contract Price including this Change Order will be
|
USD 2,552,105,878
|
EUR 165,167,044
|
|
|
|
/s/ Howard Candelet
|
|
/s/ Andrey Polunin
|
Owner
|
|
Contractor
|
Howard Candelet
|
|
Andrey Polunin
|
Name
|
|
Name
|
SVP Projects, President Driftwood LNG
|
|
Senior Vice President
|
Title
|
|
Title
|
24th July 2019
|
|
28 June 2019
|
Date of Signing
|
|
Date of Signing
|
PROJECT NAME: Driftwood LNG Phase 4
OWNER: Driftwood LNG LLC
CONTRACTOR: Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: 10 November 2017
|
CHANGE ORDER NUMBER: CO-002
DATE OF CHANGE ORDER: 28 June 2019
|
Adjustment to Contract Price
|
|
|
The original Contract Price was
|
USD 1,925,058,672
|
EUR 148,365,834
|
Net change by previously authorized Change Orders (# CO-001)
|
USD 0
|
EUR 0
|
The Contract Price prior to this Change Order was
|
USD 1,925,058,672
|
EUR 148,365,834
|
The Contract Price will be (increased) (decreased) (unchanged)
|
|
|
by this Change Order in the amount of
|
USD 0
|
EUR 0
|
The new Contract Price including this Change Order will be
|
USD 1,925,058,672
|
EUR 148,365,834
|
|
|
|
/s/ Howard Candelet
|
|
/s/ Andrey Polunin
|
Owner
|
|
Contractor
|
Howard Candelet
|
|
Andrey Polunin
|
Name
|
|
Name
|
SVP Projects, President Driftwood LNG
|
|
Senior Vice President
|
Title
|
|
Title
|
24th July 2019
|
|
28 June 2019
|
Date of Signing
|
|
Date of Signing
|
|
TELLURIAN INC.
|
|
By: _____________________
Name:
Title:
|
|
INDEMNITEE
|
|
_____________________
Name:
Address: _____________________
_____________________________
_____________________________
________________________________
|
|
Very truly yours,
|
|
________________
Name:
[Title:]
|
|
TELLURIAN INC.
|
|
By: _____________________
Name:
Title:
|
|
INDEMNITEE
|
|
_____________________
Name: _____________________
Address: _____________________
___________________________
_____________________________
|
|
Very truly yours,
|
|
_____________________
Name:
[Title:]
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Tellurian Inc.:
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Meg A. Gentle
|
Meg A. Gentle
|
Chief Executive Officer
|
(as Principal Executive Officer)
|
Tellurian Inc.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Tellurian Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Antoine J. Lafargue
|
Antoine J. Lafargue
|
Senior Vice President and Chief Financial Officer
|
(as Principal Financial Officer)
|
Tellurian Inc.
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Meg A. Gentle
|
Meg A. Gentle
|
Chief Executive Officer
|
(as Principal Executive Officer)
|
Tellurian Inc.
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Antoine J. Lafargue
|
Antoine J. Lafargue
|
Senior Vice President and Chief Financial Officer
|
(as Principal Financial Officer)
|
Tellurian Inc.
|