HOUSTON,
Texas, Aug. 7, 2024 /PRNewswire/ -- Talos Energy
Inc. ("Talos" or the "Company") (NYSE: TALO) today announced its
operational and financial results for fiscal quarter ended
June 30, 2024. Talos also provided third quarter 2024
production guidance and reiterated its operational and financial
guidance for the full year 2024.
Key Highlights
- Production of 95.5 thousand barrels of oil equivalent per day
("MBoe/d") (73% oil, 81% liquids), which is at the high end of
Talos's second quarter 2024 guidance range.
- Repurchased 3.8 million shares of common stock for
approximately $43 million at an
average price of $11.26 per share,
and Talos's Board of Directors authorized an additional
$150 million for Talos's existing
common stock repurchase program.
- Reduced debt by $100 million,
maintaining leverage at 1.0x* and liquidity of $738.7 million at the end of the second
quarter.
- Purchased a 21.4% working interest ("W.I.") in the Monument
discovery located in the Walker Ridge area in the Gulf of Mexico.
- Returned the Helix Producer I ("HP-I") to service ahead of
schedule.
- Completed integration for QuarterNorth acquisition and
increased expected synergies to $35
million since March 2024.
Second Quarter Summary
- Revenue of $549.2 million, driven
by realized prices (excluding hedges) of $80.50 per barrel for oil, $22.33 per barrel for natural gas liquids
("NGLs"), and $2.59 per thousand
cubic feet ("Mcf") for natural gas.
- Net Income of $12.4 million, or
$0.07 Net Income per diluted share,
and Adjusted Net Income* of $5.2
million, or $0.03 Adjusted Net
Income per diluted share*.
- Adjusted EBITDA* of $344.0
million.
- Capital expenditures of $122.8
million, excluding plugging and abandonment and settled
decommissioning obligations.
- Net cash provided by operating activities of $289.4 million.
- Adjusted Free Cash Flow* of $148.0
million.
Talos President and Chief
Executive Officer Tim Duncan stated,
"The second quarter 2024 marked our first full quarter following
the closing of the QuarterNorth transaction, resulting in record
levels of production, Adjusted EBITDA, and Adjusted Free Cash Flow.
This achievement enabled us to remain on track with our debt
repayments while opportunistically buying back 3.8 million shares,
representing 2% of our market capitalization. Our team's hard work
and commitment have put us ahead of schedule on our integration
efforts, leveraging the advantages of our increased scale and
diversity.
"In our capital drilling program, the Lobster waterflood project
commenced water injection in the second quarter 2024, and we
anticipate a positive impact on production rates by 2025. We are
currently drilling at our non-operated Ewing Bank 953, with results
expected later in the third quarter 2024. Additionally, we
anticipate receiving the West Vela deepwater rig late in the third
quarter 2024, which will begin drilling three consecutive
high-impact subsalt wells, including the Katmai West #2 appraisal
in 2024, followed by the Daenerys and Helms Deep prospects in
2025.
"Subsequent to the second quarter 2024, we executed an important
transaction securing a 21.4% non-operated interest in the Monument
deepwater discovery. The Monument discovery presents an attractive
post-FID subsea tie-back opportunity with gross resource potential
exceeding 150 MMBoe, including a potential drilling opportunity
beyond the appraised discovery. We have built a meaningful acreage
position within the prolific Wilcox play in the deepwater
Gulf of Mexico, and Monument
represents the first of several potential investments in this
well-established geological trend. We are pleased to have added
this project to our projected 2024 capital program."
Footnotes:
*See "Supplemental Non-GAAP Information"
for details and reconciliations of GAAP to non-GAAP financial
measures.
RECENT DEVELOPMENTS AND OPERATIONS UPDATE
Shareholder Return Program: In June 2024, Talos opportunistically repurchased
3.8 million shares of common stock for approximately $43 million, representing an average price of
$11.26 per share. In addition, in
July 2024, Talos's Board of Directors
authorized an additional $150 million
for its existing common stock repurchase program.
Monument Discovery: Recently, Talos agreed to acquire a
21.4% W.I. in Monument, a large Wilcox oil discovery located in
Walker Ridge blocks 271, 272, 315, and 316, for a purchase price of
$32 million as of the effective date.
Monument will be developed as a subsea tie-back to the Shenandoah
production facility in Walker Ridge. The Monument discovery is
post-FID with appraised proved plus probable gross reserves of
approximately 115 million barrels of oil equivalent. First
production is expected between 20 – 30 MBoe/d gross by late 2026
under restricted flow due to facility rate-constraints. The proved
and probable PV-10 of Monument's reserves is valued at
approximately $265
million(1). There is an additional 25 – 35 MMBoe
drilling location adjacent to the discovery that could extend the
resource and Talos's pipeline of drill-ready opportunities. Talos
expects a net investment of approximately $25 million in 2024 and approximately
$160 million over 2025 and 2026, with
no changes to its 2024 capital expenditures guidance. Talos
strategically reallocated a portion of its 2024 capital investments
for the Monument discovery, given the later-than-anticipated
arrival of the West Vela rig. Other partners include Beacon as
operator with 30.0% W.I., Navitas Petroleum 28.6% W.I., and Repsol
E&P USA Inc. 20.0% W.I.
QuarterNorth Integration Complete: Operational and
organizational integration is complete for the QuarterNorth
acquisition that closed in March
2024, and we increased expected synergies to $35 million. Talos expects to fully realize
projected synergies from the combination by year-end 2024.
Production Updates:
Katmai: Talos expects to take possession of the
Seadrill-owned drillship West Vela and commence drilling the Katmai
West #2 well in the late third quarter 2024 to further appraise the
field, potentially adding significant reserves. Talos projects
achieving first production from the Katmai West #2 well in the
second quarter 2025. Modifications to the facility, Tarantula, will
increase capacity from 27 MBoe/d to 35 MBoe/d. The Katmai wells
will be rate-constrained under the upgraded capacity allowing for
extended flat-to-low decline production from the facility. Talos
will hold 50% W.I. and Ridgewood Energy 50% in Katmai. Talos is the
100% owner and operator of the Tarantula facility.
Sunspear Completion: Talos is in the final stages of
securing a rig contract to complete the Sunspear discovery. The
Sunspear well, successfully drilled in July
2023, is expected to commence first production during the
second quarter 2025, with production flowing to the Prince
platform. Partners are Talos 48.0% W.I., an entity managed by
Ridgewood Energy Corporation 47.5% W.I., and Houston Energy 4.5%
W.I.
Lobster Waterflood: In the second quarter 2024,
Talos completed the waterflood (down-hole water injection) well in
the Lobster Field, which Talos successfully drilled in the first
quarter of 2024. The well began injecting water into the BUL-1 sand
at 7,000 barrels of water per day in May
2024. Production is expected to increase by over 2 MBoe/d
gross in the next 12-18 months. Talos owns 67% W.I., and Chevron
owns 33% W.I.
Exploitation and Exploration Updates:
Ewing Bank 953: Talos is currently drilling the
Walter-operated amplitude-supported exploitation well in Ewing Bank
953. The Ewing Bank 953 well targets a Pliocene age reservoir at
approximately 19,000 feet with an estimated gross resource
potential of 15 – 25 million barrels of oil equivalent, with
results expected by the end of the third quarter 2024. Talos holds
33.3% W.I., with Walter Oil & Gas holding 56.7% W.I. and Gordy
Oil holding 10% W.I.
Daenerys: Talos expects to utilize the West Vela
drillship to drill the Daenerys exploration well subsequent to the
Katmai West #2 well. The Daenerys well is a high-impact subsalt
project that will evaluate the regionally prolific Middle and Lower
Miocene section and carries an estimated gross resource potential
between 100 – 300 MMBoe. The prospect is part of a broader farm-in
transaction executed in 2023 with a combined approximately 23,000
gross acres in the Walker Ridge area. The well is expected to spud
in the first quarter 2025 after drilling Katmai West #2. Talos
holds a 27% W.I. Partners include Red
Willow, Houston Energy, and Cathexis.
Helms Deep: Talos expects to mobilize the West Vela
drillship to Helms Deep after completing drilling operations at
Daenerys. The West Vela is set to commence drilling at Helms Deep,
an amplitude-supported, near-infrastructure subsalt Pliocene
exploitation well, in the third quarter 2025. The Helms Deep
well has a proposed depth of approximately 18,000 feet and an
estimated gross resource potential between 17 - 27 MMBoe. Talos is
targeting 50% W.I.
HP-I Update:
HP-I Resumed Production: In mid-June 2024, the HP-I vessel resumed production
ahead of schedule following the completion of the planned
regulatory required dry-dock maintenance. The dry-dock period was
52 days and resulted in an estimated deferred production of
approximately 4.8 MBoe/d in the second quarter 2024.
|
|
(1)
|
Proved and probable
reserves are estimated by Netherland, Sewell & Associates, Inc.
('NSAI"). PV-10 utilizes SEC pricing of $78.21 / BBL WTI and $2.64
per MCF per MMBTU.
|
SECOND QUARTER 2024 RESULTS
Key Financial Highlights:
($ thousands, except
per share and per Boe amounts)
|
Three Months
Ended
June 30, 2024
|
|
Total
revenues
|
$
|
549,165
|
|
Net Income
(Loss)
|
$
|
12,381
|
|
Net Income (Loss) per
diluted share
|
$
|
0.07
|
|
Adjusted Net Income
(Loss)*
|
$
|
5,179
|
|
Adjusted Net Income
(Loss) per diluted share*
|
$
|
0.03
|
|
Adjusted
EBITDA*
|
$
|
343,984
|
|
Adjusted EBITDA
excluding hedges*
|
$
|
361,502
|
|
Capital
Expenditures
|
$
|
122,812
|
|
Production
Production for the second quarter 2024 was 95.5 MBoe/d and was
73% oil and 81% liquids.
|
Three Months
Ended
June 30, 2024
|
|
Oil
(MBbl/d)
|
|
69.3
|
|
Natural Gas
(MMcf/d)
|
|
110.8
|
|
NGL
(MBbl/d)
|
|
7.7
|
|
Total average net daily
(MBoe/d)
|
|
95.5
|
|
|
Three Months
Ended
June 30, 2024
|
|
|
Production
|
|
% Oil
|
|
% Liquids
|
|
% Operated
|
|
Green Canyon
Area
|
|
31.9
|
|
|
79
|
%
|
|
86
|
%
|
|
44
|
%
|
Mississippi Canyon
Area
|
|
50.0
|
|
|
75
|
%
|
|
83
|
%
|
|
77
|
%
|
Shelf and Gulf
Coast
|
|
13.5
|
|
|
49
|
%
|
|
59
|
%
|
|
61
|
%
|
Total average net daily
(MBoe/d)
|
|
95.5
|
|
|
73
|
%
|
|
81
|
%
|
|
64
|
%
|
|
Three Months
Ended
June 30, 2024
|
|
Average realized prices
(excluding hedges)
|
|
|
Oil ($/Bbl)
|
$
|
80.50
|
|
Natural Gas
($/Mcf)
|
$
|
2.59
|
|
NGL ($/Bbl)
|
$
|
22.33
|
|
Average realized price
($/Boe)
|
$
|
63.22
|
|
|
|
|
Average NYMEX
prices
|
|
|
WTI ($/Bbl)
|
$
|
80.66
|
|
Henry Hub
($/MMBtu)
|
$
|
2.06
|
|
Lease Operating & General and Administrative
Expenses
Total lease operating expenses for the second quarter 2024,
inclusive of workover, maintenance and insurance costs, were
$157.3 million, or $18.11 per Boe. Excluding workover expenses,
total lease operating expenses were $148.4
million, or $17.09 per Boe.
Lease operating expenses were $16.27
per Boe, adjusting for workover expenses and the impact of the HP-I
during the second quarter 2024.
General and Administrative expenses for the second quarter,
adjusted to exclude one-time transaction-related costs and non-cash
equity-based compensation, were $35.6
million, or $4.10 per Boe.
Talos expects General and Administrative expenses to be
significantly lower in the second half of 2024, due to the
realization of projected synergies.
($ thousands, except
per Boe amounts)
|
Three Months
Ended
June 30, 2024
|
|
Lease Operating
Expenses
|
$
|
157,310
|
|
Lease Operating
Expenses per Boe
|
$
|
18.11
|
|
Lease Operating
Expenses excluding workover
|
$
|
148,410
|
|
Lease Operating
Expenses excluding workover per Boe
|
$
|
17.09
|
|
Adjusted General &
Administrative Expenses*
|
$
|
35,600
|
|
Adjusted General &
Administrative Expenses per Boe*
|
$
|
4.10
|
|
Capital Expenditures
Capital expenditures for the second quarter 2024, excluding
plugging and abandonment and settled decommissioning obligations,
totaled $122.8 million.
($
thousands)
|
Three Months
Ended
June 30, 2024
|
|
U.S. drilling &
completions
|
$
|
71,265
|
|
Asset
management(1)
|
|
36,726
|
|
Seismic and G&G,
land, capitalized G&A and other
|
|
14,821
|
|
Total Capital
Expenditures
|
$
|
122,812
|
|
____________________
|
(1)
|
Asset management
consists of capital expenditures for development-related activities
primarily associated with recompletions and improvements to our
facilities and infrastructure.
|
Plugging & Abandonment Expenses
Capital expenditures for plugging and abandonment and settled
decommissioning obligations for the second quarter 2024 totaled
$22.0 million.
|
Three Months
Ended
June 30, 2024
|
|
Plugging &
Abandonment and Decommissioning Obligations
Settled(1)
|
$
|
22,044
|
|
|
|
|
|
____________________
|
(1)
|
Settlement of
decommissioning obligations as a result of working interest
partners or counterparties of divestiture transactions that were
unable to perform the required abandonment obligations due to
bankruptcy or insolvency.
|
Liquidity and Leverage
At June 30, 2024, Talos had approximately $738.7 million of liquidity, with $740.0 million undrawn on its credit facility and
approximately $37.8 million in cash,
less approximately $39.1 million in
outstanding letters of credit. On June 30, 2024, Talos had
$1,475.0 million in total debt. Net
Debt* was $1,437.2
million. Net Debt to Pro Forma Last Twelve Months ("LTM")
Adjusted EBITDA* was 1.0x.
OPERATIONAL & FINANCIAL GUIDANCE UPDATES
For the third quarter 2024, Talos expects average daily
production of 92.0 - 97.0 MBoe/d (71% oil).
Talos's reiterates its full year 2024 operational and financial
guidance and continues to expect average daily production of 89.0 -
95.0 MBoe/d (71% oil).
Talos expects to generate Free Cash Flow in the second half 2024
in excess of its Credit Facility balance, and is targeting a
long-term leverage ratio below 1.0x.
The following summarizes Talos's previously disclosed full-year
2024 operational and production guidance.
|
|
FY
2024
|
|
($ Millions, unless
highlighted):
|
|
Low
|
|
High
|
|
Production
|
Oil (MMBbl)
|
|
23.4
|
|
|
24.7
|
|
|
Natural Gas
(Mcf)
|
|
40.0
|
|
|
44.2
|
|
|
NGL (MMBbl)
|
|
2.5
|
|
|
2.7
|
|
|
Total Production
(MMBoe)
|
|
32.6
|
|
|
34.8
|
|
|
Avg Daily Production
(MBoe/d)
|
|
89.0
|
|
|
95.0
|
|
Cash
Expenses
|
Cash Operating Expenses
and Workovers(1)(2)(4)*
|
$
|
555
|
|
$
|
585
|
|
|
G&A(2)(3)*
|
$
|
100
|
|
$
|
110
|
|
Capex
|
Capital
Expenditures(5)
|
$
|
570
|
|
$
|
600
|
|
P&A
Expenditures
|
P&A,
Decommissioning
|
$
|
90
|
|
$
|
100
|
|
Interest
|
Interest
Expense(6)
|
$
|
175
|
|
$
|
185
|
|
|
(1)
|
Includes Lease
Operating Expenses and Maintenance.
|
(2)
|
Includes insurance
costs.
|
(3)
|
Excludes non-cash
equity-based compensation and transaction and other
expenses.
|
(4)
|
Includes reimbursements
under production handling agreements.
|
(5)
|
Excludes
acquisitions.
|
(6)
|
Includes cash interest
expense on debt and finance lease, surety charges and amortization
of deferred financing costs and original issue
discounts.
|
|
|
*Due to the
forward-looking nature a reconciliation of Cash Operating Expenses
and G&A to the most directly comparable GAAP measure could not
reconciled without unreasonable efforts.
|
HEDGES
The following table reflects contracted volumes and weighted
average prices the Company will receive under the terms of its
derivative contracts as of August 6,
2024. The table includes derivative instruments assumed as
part of the QuarterNorth acquisition:
|
Instrument
Type
|
Avg. Daily
Volume
|
|
W.A.
Swap
|
|
W.A.
Sub-Floor
|
|
W.A.
Floor
|
|
W.A.
Ceiling
|
|
Crude –
WTI
|
|
(Bbls)
|
|
(Per
Bbl)
|
|
(Per
Bbl)
|
|
(Per
Bbl)
|
|
(Per
Bbl)
|
|
July - September
2024
|
Fixed Swaps
|
|
39,696
|
|
$
|
76.75
|
|
---
|
|
---
|
|
---
|
|
|
Collar
|
|
1,000
|
|
---
|
|
---
|
|
$
|
70.00
|
|
$
|
75.00
|
|
|
Long Puts
|
|
4,000
|
|
---
|
|
---
|
|
$
|
70.00
|
|
---
|
|
|
Short Puts
|
|
1,000
|
|
---
|
|
$
|
60.00
|
|
---
|
|
---
|
|
October - December
2024
|
Fixed Swaps
|
|
38,674
|
|
$
|
76.07
|
|
---
|
|
---
|
|
---
|
|
|
Collar
|
|
1,000
|
|
---
|
|
---
|
|
$
|
70.00
|
|
$
|
75.00
|
|
|
Long Puts
|
|
4,000
|
|
---
|
|
---
|
|
$
|
70.00
|
|
---
|
|
|
Short Puts
|
|
1,000
|
|
---
|
|
$
|
60.00
|
|
---
|
|
---
|
|
January - March
2025
|
Fixed Swaps
|
|
32,000
|
|
$
|
72.52
|
|
---
|
|
---
|
|
---
|
|
|
Collar
|
|
3,000
|
|
---
|
|
---
|
|
$
|
65.00
|
|
$
|
84.35
|
|
April - June
2025
|
Fixed Swaps
|
|
32,000
|
|
$
|
73.80
|
|
---
|
|
---
|
|
---
|
|
July - September
2025
|
Fixed Swaps
|
|
14,000
|
|
$
|
74.04
|
|
---
|
|
---
|
|
---
|
|
October - December
2025
|
Fixed Swaps
|
|
14,000
|
|
$
|
73.93
|
|
---
|
|
---
|
|
---
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural Gas – HH
NYMEX
|
|
(MMBtu)
|
|
(Per
MMBtu)
|
|
(Per
MMBtu)
|
|
(Per
MMBtu)
|
|
(Per
MMBtu)
|
|
July - September
2024
|
Fixed Swaps
|
|
30,000
|
|
$
|
2.82
|
|
---
|
|
---
|
|
---
|
|
|
Collar
|
|
10,000
|
|
---
|
|
---
|
|
$
|
4.00
|
|
$
|
6.90
|
|
|
Long Puts
|
|
13,660
|
|
---
|
|
---
|
|
$
|
2.90
|
|
---
|
|
October - December
2024
|
Fixed Swaps
|
|
35,000
|
|
$
|
2.85
|
|
---
|
|
---
|
|
---
|
|
|
Collar
|
|
10,000
|
|
---
|
|
---
|
|
$
|
4.00
|
|
$
|
6.90
|
|
|
Long Puts
|
|
13,660
|
|
---
|
|
---
|
|
$
|
2.90
|
|
---
|
|
January - March
2025
|
Fixed Swaps
|
|
60,000
|
|
$
|
3.68
|
|
---
|
|
---
|
|
---
|
|
April - June
2025
|
Fixed Swaps
|
|
55,000
|
|
$
|
3.38
|
|
---
|
|
---
|
|
---
|
|
July - September
2025
|
Fixed Swaps
|
|
30,000
|
|
$
|
3.58
|
|
---
|
|
---
|
|
---
|
|
October - December
2025
|
Fixed Swaps
|
|
30,000
|
|
$
|
3.58
|
|
---
|
|
---
|
|
---
|
|
CONFERENCE CALL AND WEBCAST INFORMATION
Talos will host a conference call, which will be broadcast live
over the internet, on Thursday, August 8,
2024 at 10:00 AM Eastern Time
(9:00 AM Central Time). Listeners can
access the conference call through a webcast link on the Company's
website at:
https://www.talosenergy.com/investor-relations/events-calendar/default.aspx.
Alternatively, the conference call can be accessed by dialing (800)
836-8184 (North American toll-free) or (646) 357-8785
(international). Please dial in approximately 15 minutes before the
teleconference is scheduled to begin and ask to be joined into the
Talos Energy call. A replay of the call will be available one hour
after the conclusion of the conference until August 15, 2024 and can be accessed by dialing
(888) 660-6345 and using access code 62299#. For more information,
please refer to the Second Quarter 2024 Earnings Presentation
available under Presentations and Filings on the Investor Relations
section of Talos's website.
ABOUT TALOS ENERGY
Talos Energy (NYSE: TALO) is a technically driven,
innovative, independent energy company focused on maximizing
long-term value through its Upstream Exploration & Production
business in the United States
Gulf of Mexico and offshore
Mexico. We leverage decades of
technical and offshore operational expertise to acquire, explore,
and produce assets in key geological trends while maintaining a
focus on safe and efficient operations, environmental
responsibility, and community impact. For more information, visit
www.talosenergy.com.
INVESTOR RELATIONS CONTACT
Clay Jeansonne
investor@talosenergy.com
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENT
The information in this communication includes "forward-looking
statements" within the meaning of Section 27A of the Securities Act
of 1933, as amended (the "Securities Act"), and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
All statements, other than statements of historical fact included
in this communication regarding our strategy, future operations,
financial position, estimated revenues and losses, projected costs,
prospects, plans and objectives of management are forward-looking
statements. When used in this communication, the words "will,"
"could," "believe," "anticipate," "intend," "estimate," "expect,"
"project," "forecast," "may," "objective," "plan" and similar
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain such
identifying words. Forward-looking statements are based on
management's current expectations and assumptions about future
events and are based on currently available information as to the
outcome and timing of future events. These forward-looking
statements are based on our current beliefs, based on currently
available information, as to the outcome and timing of future
events. Forward-looking statements may include statements about:
business strategy; recoverable resources and reserves; drilling
prospects, inventories, projects and programs; our ability to
replace the reserves that we produce through drilling and property
acquisitions; financial strategy, liquidity and capital required
for our development program and other capital expenditures;
realized oil and natural gas prices; risks related to future
mergers and acquisitions and/or to realize the expected benefits of
any such transaction timing and amount of future production of oil,
natural gas and NGLs; our hedging strategy and results; future
drilling plans; availability of pipeline connections on economic
terms; competition, government regulations, including financial
assurance requirements, and legislative and political developments;
our ability to obtain permits and governmental approvals; pending
legal, governmental or environmental matters; our marketing of oil,
natural gas and NGLs; our integration of acquisitions, including
the QuarterNorth acquisition, and the anticipated performance of
the combined company; future leasehold or business acquisitions on
desired terms; costs of developing properties; general economic
conditions, including the impact of continued inflation and
associated changes in monetary policy; political and economic
conditions and events in foreign oil, natural gas and NGL producing
countries and acts of terrorism or sabotage; credit markets;
volatility in the political, legal and regulatory environments
ahead of the upcoming domestic and foreign presidential elections;
estimates of future income taxes; our estimates and forecasts of
the timing, number, profitability and other results of wells we
expect to drill and other exploration activities; our ongoing
strategy with respect to our Zama asset; uncertainty regarding our
future operating results and our future revenues and expenses;
impact of new accounting pronouncements on earnings in future
periods; and plans, objectives, expectations and intentions
contained in this communication that are not historical.
These forward-looking statements are subject to numerous risks and
uncertainties, most of which are difficult to predict and many of
which are beyond our control. These risks include, but are not
limited to, commodity price volatility; global demand for oil and
natural gas; the ability or willingness of OPEC and other
state-controlled oil companies to set and maintain oil production
levels and the impact of any such actions; the lack of a resolution
to the war in Ukraine and
increasing hostilities in the Middle
East, and their impact on commodity markets; the impact of
any pandemic, and governmental measures related thereto; lack of
transportation and storage capacity as a result of oversupply,
government and regulations; the effect of a possible U.S.
government shutdown and resulting impact on economic conditions and
delays in regulatory and permitting approvals; lack of availability
of drilling and production equipment and services; adverse weather
events, including tropical storms, hurricanes, winter storms and
loop currents; cybersecurity threats; sustained inflation and the
impact of central bank policy in response thereto; environmental
risks; failure to find, acquire or gain access to other discoveries
and prospects or to successfully develop and produce from our
current discoveries and prospects; geologic risk; drilling and
other operating risks; well control risk; regulatory changes,
including the impact of financial assurance requirements; the
uncertainty inherent in estimating reserves and in projecting
future rates of production; cash flow and access to capital; the
timing of development expenditures; potential adverse reactions or
competitive responses to our acquisitions and other transactions;
the possibility that the anticipated benefits of our acquisitions
are not realized when expected or at all, including as a result of
the impact of, or problems arising from, the integration of
acquired assets and operations; and the other risks discussed in
"Risk Factors" of our Annual Report on Form 10-K for the year ended
December 31, 2023 and Part II, Item
1A. "Risk Factors" of our Quarterly Report on Form 10-Q for the
quarter ended March 31, 2024, each
filed with the SEC. Should one or more of the risks or
uncertainties described herein occur, or should underlying
assumptions prove incorrect, our actual results and plans could
differ materially from those expressed in any forward-looking
statements. All forward-looking statements, expressed or implied,
included in this communication are expressly qualified in their
entirety by this cautionary statement. This cautionary statement
should also be considered in connection with any subsequent written
or oral forward-looking statements that we or persons acting on our
behalf may issue. Except as otherwise required by applicable law,
we disclaim any duty to update any forward-looking statements, all
of which are expressly qualified by the statements in this section,
to reflect events or circumstances after the date of this
communication.
PRODUCTION ESTIMATES
Estimates for our future production volumes are based on
assumptions of capital expenditure levels and the assumption that
market demand and prices for oil and gas will continue at levels
that allow for economic production of these products. The
production, transportation, marketing and storage of oil and gas
are subject to disruption due to transportation, processing and
storage availability, mechanical failure, human error, adverse
weather conditions such as hurricanes, global political and
macroeconomic events and numerous other factors. Our estimates are
based on certain other assumptions, such as well performance, which
may vary significantly from those assumed. Therefore, we can give
no assurance that our future production volumes will be as
estimated.
RESERVE INFORMATION
Reserve engineering is a process of estimating underground
accumulations of oil, natural gas and NGLs that cannot be measured
in an exact way. The accuracy of any reserve estimate depends on
the quality of available data, the interpretation of such data and
price and cost assumptions made by reserve engineers. In addition,
the results of drilling, testing and production activities may
justify upward or downward revisions of estimates that were made
previously. If significant, such revisions would change the
schedule of any further production and development drilling.
Accordingly, reserve estimates may differ significantly from the
quantities of oil, natural gas and NGLs that are ultimately
recovered. In addition, we use the terms "gross unrisked
recoverable resource potential," "gross reserves," and "reserve
potential" in this release, which are not measures of "reserves"
prepared in accordance with SEC guidelines or permitted to be
included in SEC filings. These resource estimates are inherently
more uncertain than estimates of proved reserves or other reserves
prepared in accordance with SEC guidelines.
USE OF NON-GAAP FINANCIAL MEASURES
This release includes the use of certain measures that have not
been calculated in accordance with U.S. generally acceptable
accounting principles (GAAP) such as, but not limited to, EBITDA,
Adjusted EBITDA, LTM Adjusted EBITDA, Pro Forma LTM Adjusted
EBITDA, Net Debt, Net Debt to LTM Adjusted EBITDA, Net Debt to Pro
Forma LTM Adjusted EBITDA, Adjusted Free Cash Flow and Leverage,
Adjusted EBITDA excluding hedges. Non-GAAP financial measures have
limitations as analytical tools and should not be considered in
isolation or as a substitute for analysis of our results as
reported under GAAP. Reconciliations for non-GAAP measure to GAAP
measures are included at the end of this release.
Talos Energy
Inc.
|
Consolidated Balance
Sheets
|
(In thousands,
except share amounts)
|
|
|
June 30,
2024
|
|
December 31,
2023
|
|
|
(Unaudited)
|
|
|
|
ASSETS
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
$
|
37,797
|
|
$
|
33,637
|
|
Accounts
receivable:
|
|
|
|
|
Trade, net
|
|
243,826
|
|
|
178,977
|
|
Joint interest,
net
|
|
156,287
|
|
|
79,337
|
|
Other, net
|
|
13,468
|
|
|
19,296
|
|
Assets from price risk
management activities
|
|
16,412
|
|
|
36,152
|
|
Prepaid
assets
|
|
79,870
|
|
|
64,387
|
|
Other current
assets
|
|
18,123
|
|
|
10,389
|
|
Total current
assets
|
|
565,783
|
|
|
422,175
|
|
Property and
equipment:
|
|
|
|
|
Proved
properties
|
|
9,435,902
|
|
|
7,906,295
|
|
Unproved properties,
not subject to amortization
|
|
653,143
|
|
|
268,315
|
|
Other property and
equipment
|
|
34,824
|
|
|
34,027
|
|
Total property and
equipment
|
|
10,123,869
|
|
|
8,208,637
|
|
Accumulated
depreciation, depletion and amortization
|
|
(4,643,062)
|
|
|
(4,168,328)
|
|
Total property and
equipment, net
|
|
5,480,807
|
|
|
4,040,309
|
|
Other long-term
assets:
|
|
|
|
|
Restricted
cash
|
|
104,368
|
|
|
102,362
|
|
Assets from price risk
management activities
|
|
2,784
|
|
|
17,551
|
|
Equity method
investments
|
|
109,688
|
|
|
146,049
|
|
Other well
equipment
|
|
62,991
|
|
|
54,277
|
|
Notes receivable,
net
|
|
17,041
|
|
|
16,207
|
|
Operating lease
assets
|
|
12,429
|
|
|
11,418
|
|
Other
assets
|
|
5,964
|
|
|
5,961
|
|
Total
assets
|
$
|
6,361,855
|
|
$
|
4,816,309
|
|
LIABILITIES AND
STOCKHOLDERSʼ EQUITY
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Accounts
payable
|
$
|
91,871
|
|
$
|
84,193
|
|
Accrued
liabilities
|
|
315,191
|
|
|
227,690
|
|
Accrued
royalties
|
|
84,126
|
|
|
55,051
|
|
Current portion of
long-term debt
|
|
—
|
|
|
33,060
|
|
Current portion of
asset retirement obligations
|
|
78,765
|
|
|
77,581
|
|
Liabilities from price
risk management activities
|
|
51,607
|
|
|
7,305
|
|
Accrued interest
payable
|
|
48,970
|
|
|
42,300
|
|
Current portion of
operating lease liabilities
|
|
3,928
|
|
|
2,666
|
|
Other current
liabilities
|
|
37,181
|
|
|
48,769
|
|
Total current
liabilities
|
|
711,639
|
|
|
578,615
|
|
Long-term
liabilities:
|
|
|
|
|
Long-term
debt
|
|
1,435,899
|
|
|
992,614
|
|
Asset retirement
obligations
|
|
1,080,082
|
|
|
819,645
|
|
Liabilities from price
risk management activities
|
|
1,441
|
|
|
795
|
|
Operating lease
liabilities
|
|
17,332
|
|
|
18,211
|
|
Other long-term
liabilities
|
|
389,137
|
|
|
251,278
|
|
Total
liabilities
|
|
3,635,530
|
|
|
2,661,158
|
|
Commitments and
contingencies
|
|
|
|
|
Stockholdersʼ
equity:
|
|
|
|
|
Preferred stock; $0.01
par value; 30,000,000 shares authorized and zero shares issued or
outstanding
as of June 30, 2024 and December 31, 2023, respectively
|
|
—
|
|
|
—
|
|
Common stock; $0.01
par value; 270,000,000 shares authorized; 187,339,187 and
127,480,361
shares issued as of June 30, 2024 and December 31, 2023,
respectively
|
|
1,873
|
|
|
1,275
|
|
Additional paid-in
capital
|
|
3,262,700
|
|
|
2,549,097
|
|
Accumulated
deficit
|
|
(447,775)
|
|
|
(347,717)
|
|
Treasury stock, at
cost; 7,204,380 and 3,400,000 shares as of June 30, 2024 and
December 31, 2023,
respectively
|
|
(90,473)
|
|
|
(47,504)
|
|
Total stockholdersʼ
equity
|
|
2,726,325
|
|
|
2,155,151
|
|
Total liabilities
and stockholdersʼ equity
|
$
|
6,361,855
|
|
$
|
4,816,309
|
|
Talos Energy
Inc.
|
Consolidated
Statements of Operations
|
(In thousands,
except per share amounts)
|
(Unaudited)
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Oil
|
$
|
507,408
|
|
$
|
342,983
|
|
$
|
900,629
|
|
$
|
635,677
|
|
Natural gas
|
|
26,060
|
|
|
16,329
|
|
|
49,758
|
|
|
36,512
|
|
NGL
|
|
15,697
|
|
|
7,898
|
|
|
28,710
|
|
|
17,603
|
|
Total
revenues
|
|
549,165
|
|
|
367,210
|
|
|
979,097
|
|
|
689,792
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
Lease operating
expense
|
|
157,310
|
|
|
101,165
|
|
|
292,488
|
|
|
182,527
|
|
Production
taxes
|
|
476
|
|
|
607
|
|
|
1,020
|
|
|
1,213
|
|
Depreciation,
depletion and amortization
|
|
259,091
|
|
|
169,794
|
|
|
474,755
|
|
|
317,117
|
|
Accretion
expense
|
|
30,732
|
|
|
22,760
|
|
|
57,635
|
|
|
42,174
|
|
General and
administrative expense
|
|
48,247
|
|
|
33,182
|
|
|
118,088
|
|
|
96,369
|
|
Other operating
(income) expense
|
|
(1,061)
|
|
|
(723)
|
|
|
(87,104)
|
|
|
2,115
|
|
Total operating
expenses
|
|
494,795
|
|
|
326,785
|
|
|
856,882
|
|
|
641,515
|
|
Operating income
(expense)
|
|
54,370
|
|
|
40,425
|
|
|
122,215
|
|
|
48,277
|
|
Interest
expense
|
|
(48,982)
|
|
|
(45,632)
|
|
|
(99,827)
|
|
|
(83,213)
|
|
Price risk management
activities income (expense)
|
|
2,302
|
|
|
26,197
|
|
|
(84,760)
|
|
|
85,134
|
|
Equity method
investment income (expense)
|
|
(456)
|
|
|
(2,012)
|
|
|
(8,510)
|
|
|
5,431
|
|
Other income
(expense)
|
|
4,164
|
|
|
1,591
|
|
|
(51,732)
|
|
|
8,257
|
|
Net income (loss)
before income taxes
|
|
11,398
|
|
|
20,569
|
|
|
(122,614)
|
|
|
63,886
|
|
Income tax benefit
(expense)
|
|
983
|
|
|
(6,892)
|
|
|
22,556
|
|
|
39,651
|
|
Net income
(loss)
|
$
|
12,381
|
|
$
|
13,677
|
|
$
|
(100,058)
|
|
$
|
103,537
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per
common share:
|
|
|
|
|
|
|
|
|
Basic
|
$
|
0.07
|
|
$
|
0.11
|
|
$
|
(0.59)
|
|
$
|
0.90
|
|
Diluted
|
$
|
0.07
|
|
$
|
0.11
|
|
$
|
(0.59)
|
|
$
|
0.89
|
|
Weighted average common
shares outstanding:
|
|
|
|
|
|
|
|
|
Basic
|
|
183,564
|
|
|
125,436
|
|
|
171,027
|
|
|
115,590
|
|
Diluted
|
|
183,692
|
|
|
125,667
|
|
|
171,027
|
|
|
116,363
|
|
Talos Energy
Inc.
|
Consolidated
Statements of Cash Flows
|
(In
thousands)
|
(Unaudited)
|
|
|
Six Months Ended
June 30,
|
|
|
2024
|
|
2023
|
|
Cash flows from
operating activities:
|
|
|
|
|
Net income
(loss)
|
$
|
(100,058)
|
|
$
|
103,537
|
|
Adjustments to
reconcile net income (loss) to net cash provided by (used in)
operating activities:
|
|
|
|
|
Depreciation,
depletion, amortization and accretion expense
|
|
532,390
|
|
|
359,291
|
|
Amortization of
deferred financing costs and original issue discount
|
|
5,084
|
|
|
7,629
|
|
Equity-based
compensation expense
|
|
5,544
|
|
|
8,687
|
|
Price risk management
activities (income) expense
|
|
84,760
|
|
|
(85,134)
|
|
Net cash received
(paid) on settled derivative instruments
|
|
(21,012)
|
|
|
(4,161)
|
|
Equity method
investment (income) expense
|
|
8,510
|
|
|
(5,431)
|
|
Loss (gain) on
extinguishment of debt
|
|
60,256
|
|
|
—
|
|
Settlement of asset
retirement obligations
|
|
(50,128)
|
|
|
(47,683)
|
|
Loss (gain) on sale of
assets
|
|
(2,500)
|
|
|
—
|
|
Loss (gain) on sale of
business
|
|
(86,940)
|
|
|
—
|
|
Changes in operating
assets and liabilities:
|
|
|
|
|
Accounts
receivable
|
|
3,076
|
|
|
35,127
|
|
Other current
assets
|
|
(5,150)
|
|
|
(23,790)
|
|
Accounts
payable
|
|
(43,608)
|
|
|
(3,890)
|
|
Other current
liabilities
|
|
17,748
|
|
|
(22,975)
|
|
Other non-current
assets and liabilities, net
|
|
(22,182)
|
|
|
(44,124)
|
|
Net cash provided by
(used in) operating activities
|
|
385,790
|
|
|
277,083
|
|
Cash flows from
investing activities:
|
|
|
|
|
Exploration,
development and other capital expenditures
|
|
(269,170)
|
|
|
(298,658)
|
|
Cash acquired in
excess of payments for acquisitions
|
|
—
|
|
|
17,617
|
|
Payments for
acquisitions, net of cash acquired
|
|
(916,045)
|
|
|
—
|
|
Proceeds from (cash
paid for) sale of property and equipment, net
|
|
—
|
|
|
(8,488)
|
|
Contributions to
equity method investees
|
|
(19,627)
|
|
|
(15,260)
|
|
Investment in
intangible assets
|
|
—
|
|
|
(7,796)
|
|
Proceeds from sales of
businesses
|
|
141,997
|
|
|
—
|
|
Net cash provided by
(used in) investing activities
|
|
(1,062,845)
|
|
|
(312,585)
|
|
Cash flows from
financing activities:
|
|
|
|
|
Issuance of common
stock
|
|
387,717
|
|
|
—
|
|
Issuance of senior
notes
|
|
1,250,000
|
|
|
—
|
|
Redemption of senior
notes
|
|
(897,116)
|
|
|
(15,000)
|
|
Proceeds from Bank
Credit Facility
|
|
770,000
|
|
|
505,000
|
|
Repayment of Bank
Credit Facility
|
|
(745,000)
|
|
|
(305,000)
|
|
Deferred financing
costs
|
|
(27,386)
|
|
|
(11,775)
|
|
Other deferred
payments
|
|
(1,234)
|
|
|
(462)
|
|
Payments of finance
lease
|
|
(8,747)
|
|
|
(8,026)
|
|
Purchase of treasury
stock
|
|
(39,326)
|
|
|
(47,504)
|
|
Employee stock awards
tax withholdings
|
|
(5,687)
|
|
|
(7,378)
|
|
Net cash provided by
(used in) financing activities
|
|
683,221
|
|
|
109,855
|
|
|
|
|
|
|
Net increase (decrease)
in cash, cash equivalents and restricted cash
|
|
6,166
|
|
|
74,353
|
|
Cash, cash equivalents
and restricted cash:
|
|
|
|
|
Balance, beginning of
period
|
|
135,999
|
|
|
44,145
|
|
Balance, end of
period
|
$
|
142,165
|
|
$
|
118,498
|
|
|
|
|
|
|
Supplemental non-cash
transactions:
|
|
|
|
|
Capital expenditures
included in accounts payable and accrued liabilities
|
$
|
79,832
|
|
$
|
113,319
|
|
Supplemental cash flow
information:
|
|
|
|
|
Interest paid, net of
amounts capitalized
|
$
|
64,452
|
|
$
|
63,492
|
|
SUPPLEMENTAL NON-GAAP INFORMATION
Certain financial information included in our financial results
are not measures of financial performance recognized by accounting
principles generally accepted in the
United States, or GAAP. These non-GAAP financial measures
may not be viewed as a substitute for results determined in
accordance with GAAP and are not necessarily comparable to non-GAAP
measures which may be reported by other companies.
Reconciliation of General and Administrative Expenses to
Adjusted General and Administrative Expenses
We believe the presentation of Adjusted General and
Administrative Expenses provides management and investors with (i)
important supplemental indicators of the operational performance of
our business, (ii) additional criteria for evaluating our
performance relative to our peers and (iii) supplemental
information to investors about certain material non-cash and/or
other items that may not continue at the same level in the future.
Adjusted General & Administrative Expenses has limitations as
an analytical tool and should not be considered in isolation or as
substitutes for analysis of our results as reported under GAAP or
as alternatives to net income (loss), operating income (loss) or
any other measure of financial performance presented in accordance
with GAAP. We define these as the following:
General and Administrative Expenses. General and
Administrative Expenses generally consist of costs incurred for
overhead, including payroll and benefits for our corporate staff,
costs of maintaining our headquarters, costs of managing our
production operations, bad debt expense, equity-based compensation
expense, audit and other fees for professional services and legal
compliance. A portion of these expenses are allocated based on the
percentage of employees dedicated to each operating segment.
($
thousands)
|
Three Months
Ended
June 30, 2024
|
|
Reconciliation of
General & Administrative Expenses to Adjusted General &
Administrative Expenses:
|
|
|
Total General and
administrative expense
|
$
|
48,247
|
|
Transaction and other
expenses(1)
|
|
(9,857)
|
|
Non-cash equity-based
compensation expense
|
|
(2,790)
|
|
Adjusted General &
Administrative Expenses
|
$
|
35,600
|
|
____________________
|
(1)
|
Transaction expenses
includes $9.3 million in costs related to the QuarterNorth
acquisition, inclusive of $8.1 million in severance expense for the
three months ended June 30, 2024.
|
Reconciliation of Net Income (Loss) to EBITDA and Adjusted
EBITDA
"EBITDA" and "Adjusted EBITDA" provide management and investors
with (i) additional information to evaluate, with certain
adjustments, items required or permitted in calculating covenant
compliance under our debt agreements, (ii) important supplemental
indicators of the operational performance of our business, (iii)
additional criteria for evaluating our performance relative to our
peers and (iv) supplemental information to investors about certain
material non-cash and/or other items that may not continue at the
same level in the future. EBITDA and Adjusted EBITDA have
limitations as analytical tools and should not be considered in
isolation or as substitutes for analysis of our results as reported
under GAAP or as alternatives to net income (loss), operating
income (loss) or any other measure of financial performance
presented in accordance with GAAP. We define these as the
following:
EBITDA. Net income (loss) plus interest expense; income
tax expense (benefit); depreciation, depletion and amortization;
and accretion expense.
Adjusted EBITDA. EBITDA plus non-cash write-down of oil
and natural gas properties, transaction and other (income)
expenses, decommissioning obligations, derivative fair value (gain)
loss, net cash receipts (payments) on settled derivatives, (gain)
loss on debt extinguishment, non-cash write-down of other well
equipment and non-cash equity-based compensation expense.
Adjusted EBITDA excluding hedges. We have historically
provided as a supplement to—rather than in lieu of—Adjusted EBITDA
including hedges, provides useful information regarding our results
of operations and profitability by illustrating the operating
results of our oil and natural gas properties without the benefit
or detriment, as applicable, of our financial oil and natural gas
hedges. By excluding our oil and natural gas hedges, we are able to
convey actual operating results using realized market prices during
the period, thereby providing analysts and investors with
additional information they can use to evaluate the impacts of our
hedging strategies over time.
The following tables present a reconciliation of the GAAP
financial measure of Net Income (loss) to EBITDA, Adjusted EBITDA,
Adjusted EBITDA excluding hedges for each of the periods indicated
(in thousands):
|
Three Months
Ended
|
|
($
thousands)
|
June 30,
2024
|
|
March 31,
2024(4)
|
|
December 31,
2023(4)
|
|
September 30,
2023(4)
|
|
Reconciliation of
Net Income (Loss) to Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
Net Income
(loss)
|
$
|
12,381
|
|
$
|
(112,439)
|
|
$
|
85,898
|
|
$
|
(2,103)
|
|
Interest
expense
|
|
48,982
|
|
|
50,845
|
|
|
44,295
|
|
|
45,637
|
|
Income tax expense
(benefit)
|
|
(983)
|
|
|
(21,573)
|
|
|
(5,081)
|
|
|
(15,865)
|
|
Depreciation,
depletion and amortization
|
|
259,091
|
|
|
215,664
|
|
|
183,058
|
|
|
163,359
|
|
Accretion
expense
|
|
30,732
|
|
|
26,903
|
|
|
22,722
|
|
|
21,256
|
|
EBITDA
|
|
350,203
|
|
|
159,400
|
|
|
330,892
|
|
|
212,284
|
|
Transaction and other
(income) expenses(1)
|
|
6,629
|
|
|
(49,157)
|
|
|
5,504
|
|
|
(64,321)
|
|
Decommissioning
obligations(2)
|
|
4,182
|
|
|
855
|
|
|
2,425
|
|
|
7,972
|
|
Derivative fair value
(gain) loss(3)
|
|
(2,302)
|
|
|
87,062
|
|
|
(94,596)
|
|
|
98,802
|
|
Net cash received
(paid) on settled derivative instruments(3)
|
|
(17,518)
|
|
|
(3,494)
|
|
|
1,017
|
|
|
(6,313)
|
|
Loss on extinguishment
of debt
|
|
—
|
|
|
60,256
|
|
|
—
|
|
|
—
|
|
Non-cash equity-based
compensation expense
|
|
2,790
|
|
|
2,754
|
|
|
3,873
|
|
|
393
|
|
Adjusted
EBITDA
|
|
343,984
|
|
|
257,676
|
|
|
249,115
|
|
|
248,817
|
|
Add: Net cash
(received) paid on settled derivative
instruments(3)
|
|
17,518
|
|
|
3,494
|
|
|
(1,017)
|
|
|
6,313
|
|
Adjusted EBITDA
excluding hedges
|
$
|
361,502
|
|
$
|
261,170
|
|
$
|
248,098
|
|
$
|
255,130
|
|
____________________
|
(1)
|
Transaction expenses
includes $9.3 million in costs related to the QuarterNorth
acquisition, inclusive of $8.1 million in severance expense for the
three months ended June 30, 2024, $28.1 million in costs related to
the QuarterNorth acquisition, inclusive of $14.2 million in
severance expense and $9.8 million in costs related to the
divestiture of TLCS, inclusive of $3.7 million in severance expense
for the three months ended March 31, 2024, $0.9 million in costs
related to the EnVen Energy Corporation ("EnVen") Acquisition,
inclusive of $0.5 million in severance expense for the three months
ended December 31, 2023 and $1.5 million in costs related to the
EnVen Acquisition, inclusive of $0.9 million in severance expense
for the three months ended September 30, 2023. Other income
(expense) includes restructuring expenses, cost saving initiatives
and other miscellaneous income and expenses that we do not view as
a meaningful indicator of our operating performance. For the three
months ended March 31, 2024, the amount includes a gain of $86.9
million related to the divestiture of TLCS. For the three months
ended September 30, 2023, the amount includes a $66.2 million gain
on the divestiture of 49.9% equity interest in our subsidiary,
Talos Energy Mexico 7, S. de R.L. de C.V. to Zamajal, S.A. de C.V.,
a wholly owned subsidiary of Grupo Carso.
|
(2)
|
Estimated
decommissioning obligations were a result of working interest
partners or counterparties of divestiture transactions that were
unable to perform the required abandonment obligations due to
bankruptcy or insolvency and are included in "Other operating
(income) expense" on our consolidated statements of
operations.
|
(3)
|
The adjustments for the
derivative fair value (gain) loss and net cash receipts (payments)
on settled derivative instruments have the effect of adjusting net
income (loss) for changes in the fair value of derivative
instruments, which are recognized at the end of each accounting
period because we do not designate commodity derivative instruments
as accounting hedges. This results in reflecting commodity
derivative gains and losses within Adjusted EBITDA on an unrealized
basis during the period the derivatives settled.
|
(4)
|
Reporting period
includes Carbon Capture & Sequestration ("CCS")
business.
|
Reconciliation of Adjusted EBITDA to Adjusted Free Cash Flow
and Reconciliation of Net Cash Provided by Operating Activities to
Adjusted Free Cash Flow
"Adjusted Free Cash Flow" before changes in working
capital provides management and investors with (i) important
supplemental indicators of the operational performance of our
business, (ii) additional criteria for evaluating our performance
relative to our peers and (iii) supplemental information to
investors about certain material non-cash and/or other items that
may not continue at the same level in the future. Adjusted Free
Cash Flow has limitations as an analytical tool and should not be
considered in isolation or as substitutes for analysis of our
results as reported under GAAP or as alternatives to net income
(loss), operating income (loss) or any other measure of financial
performance presented in accordance with GAAP. We define these as
the following:
Capital Expenditures and Plugging & Abandonment.
Actual capital expenditures and plugging & abandonment
recognized in the quarter, inclusive of accruals.
Interest Expense. Actual interest expense per the income
statement.
Talos did not pay any cash income taxes in the period, therefore
cash income taxes have no impact to the reported Adjusted Free Cash
Flow before changes in working capital number.
($
thousands)
|
Three Months
Ended
June 30, 2024
|
|
Reconciliation of
Adjusted EBITDA to Adjusted Free Cash Flow (before changes in
working capital):
|
|
|
Adjusted
EBITDA
|
$
|
343,984
|
|
Capital
expenditures
|
|
(122,812)
|
|
Plugging &
abandonment
|
|
(22,221)
|
|
Decommissioning
obligations settled
|
|
178
|
|
Investment in
Mexico
|
|
(2,108)
|
|
Interest
expense
|
|
(48,982)
|
|
Adjusted Free Cash Flow
(before changes in working capital)
|
|
148,039
|
|
|
($
thousands)
|
Three Months
Ended
June 30, 2024
|
|
Reconciliation of
Net Cash Provided by Operating Activities to Adjusted Free Cash
Flow (before
changes in working capital):
|
|
|
Net cash provided by
operating activities(1)
|
$
|
289,364
|
|
(Increase) decrease in
operating assets and liabilities
|
|
(25,969)
|
|
Capital
expenditures(2)
|
|
(122,813)
|
|
Decommissioning
obligations settled
|
|
178
|
|
Investment in
Mexico
|
|
(2,108)
|
|
Transaction and other
(income) expenses(3)
|
|
9,129
|
|
Decommissioning
obligations(4)
|
|
4,182
|
|
Amortization of
deferred financing costs and original issue discount
|
|
(2,486)
|
|
Income tax
benefit
|
|
(983)
|
|
Other
adjustments
|
|
(455)
|
|
Adjusted Free Cash Flow
(before changes in working capital)
|
|
148,039
|
|
________________________
|
(1)
|
Includes settlement of
asset retirement obligations.
|
(2)
|
Includes accruals and
excludes acquisitions.
|
(3)
|
Transaction expenses
includes $9.3 million in costs related to the QuarterNorth
acquisition, inclusive of $8.1 million in severance expense for the
three months ended June 30, 2024. Other income (expense) includes
restructuring expenses, cost saving initiatives and other
miscellaneous income and expenses that we do not view as a
meaningful indicator of our operating performance.
|
(4)
|
Estimated
decommissioning obligations were a result of working interest
partners or counterparties of divestiture transactions that were
unable to perform the required abandonment obligations due to
bankruptcy or insolvency.
|
Reconciliation of Net Income to Adjusted Net Income (Loss)
and Adjusted Earnings per Share
"Adjusted Net Income (Loss)" and "Adjusted
Earnings per Share" are to provide management and investors
with (i) important supplemental indicators of the operational
performance of our business, (ii) additional criteria for
evaluating our performance relative to our peers and (iii)
supplemental information to investors about certain material
non-cash and/or other items that may not continue at the same level
in the future. Adjusted Net Income (Loss) and Adjusted Earnings per
Share have limitations as analytical tools and should not be
considered in isolation or as a substitute for analysis of our
results as reported under GAAP or as an alternative to net income
(loss), operating income (loss), earnings per share or any other
measure of financial performance presented in accordance with
GAAP.
Adjusted Net Income (Loss). Net income (loss) plus
accretion expense, transaction related costs, derivative fair value
(gain) loss, net cash receipts (payments) on settled derivative
instruments and non-cash equity-based compensation expense.
Adjusted Earnings per Share. Adjusted Net Income (Loss)
divided by the number of common shares.
|
Three Months Ended
June 30, 2024
|
|
($ thousands, except
per share amounts)
|
|
|
Basic per
Share
|
|
Diluted per
Share
|
|
Reconciliation of
Net Income (Loss) to Adjusted Net Income (Loss):
|
|
|
|
|
|
|
Net Income
(loss)
|
$
|
12,381
|
|
$
|
0.07
|
|
$
|
0.07
|
|
Transaction and other
(income) expenses(1)
|
|
6,629
|
|
$
|
0.04
|
|
$
|
0.04
|
|
Decommissioning
obligations(2)
|
|
4,182
|
|
$
|
0.02
|
|
$
|
0.02
|
|
Derivative fair value
loss(3)
|
|
(2,302)
|
|
$
|
(0.01)
|
|
$
|
(0.01)
|
|
Net cash received on
paid derivative instruments(3)
|
|
(17,518)
|
|
$
|
(0.10)
|
|
$
|
(0.10)
|
|
Non-cash income tax
benefit
|
|
(983)
|
|
$
|
(0.01)
|
|
$
|
(0.01)
|
|
Loss on extinguishment
of debt
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Non-cash equity-based
compensation expense
|
|
2,790
|
|
$
|
0.02
|
|
$
|
0.02
|
|
Adjusted Net Income
(Loss)(4)
|
$
|
5,179
|
|
$
|
0.03
|
|
$
|
0.03
|
|
|
|
|
|
|
|
|
Weighted average common
shares outstanding at June 30, 2024:
|
|
|
|
|
|
|
Basic
|
|
183,564
|
|
|
|
|
|
Diluted
|
|
183,692
|
|
|
|
|
|
____________________
|
(1)
|
Transaction expenses
includes $9.3 million in costs related to the QuarterNorth
acquisition, inclusive of $8.1 million in severance expense for the
three months ended June 30, 2024.
|
(2)
|
Estimated
decommissioning obligations were a result of working interest
partners or counterparties of divestiture transactions that were
unable to perform the required abandonment obligations due to
bankruptcy or insolvency.
|
(3)
|
The adjustments for the
derivative fair value (gain) loss and net cash receipts (payments)
on settled derivative instruments have the effect of adjusting net
income (loss) for changes in the fair value of derivative
instruments, which are recognized at the end of each accounting
period because we do not designate commodity derivative instruments
as accounting hedges. This results in reflecting commodity
derivative gains and losses within Adjusted Net Income (Loss) on an
unrealized basis during the period the derivatives
settled.
|
(4)
|
The per share impacts
reflected in this table were calculated independently and may not
sum to total adjusted basic and diluted EPS due to
rounding.
|
Reconciliation of Total Debt to Net Debt and Net Debt to LTM
Adjusted EBITDA
We believe the presentation of Net Debt, LTM Adjusted EBITDA,
Net Debt to LTM Adjusted EBITDA and Net Debt to Pro Forma
LTM Adjusted EBITDA is important to provide management and
investors with additional important information to evaluate our
business. These measures are widely used by investors and ratings
agencies in the valuation, comparison, rating and investment
recommendations of companies.
Net Debt. Total Debt principal minus cash and cash
equivalents.
Net Debt to LTM Adjusted EBITDA. Net Debt divided by
the LTM Adjusted EBITDA.
($
thousands)
|
June 30,
2024
|
|
Reconciliation of
Net Debt:
|
|
|
9.000% Second-Priority
Senior Secured Notes – due February 2029
|
$
|
625,000
|
|
9.375% Second-Priority
Senior Secured Notes – due February 2031
|
|
625,000
|
|
Bank Credit Facility –
matures March 2027
|
|
225,000
|
|
Total Debt
|
|
1,475,000
|
|
Less: Cash and cash
equivalents
|
|
(37,797)
|
|
Net Debt
|
$
|
1,437,203
|
|
|
|
|
Calculation of LTM
Adjusted EBITDA:
|
|
|
Adjusted EBITDA for
three months period ended September 30, 2023
|
$
|
248,817
|
|
Adjusted EBITDA for
three months period ended December 31, 2023
|
|
249,115
|
|
Adjusted EBITDA for
three months period ended March 31, 2024
|
|
257,676
|
|
Adjusted EBITDA for
three months period ended June 30, 2024
|
|
343,984
|
|
LTM Adjusted
EBITDA
|
$
|
1,099,592
|
|
|
|
|
Acquired Assets
Adjusted EBITDA:
|
|
|
Adjusted EBITDA for
three months period ended September 30, 2023
|
|
161,427
|
|
Adjusted EBITDA for
three months period ended December 31, 2023
|
|
129,063
|
|
Adjusted EBITDA for
period January 1, 2024 to March 4, 2024
|
|
99,490
|
|
LTM Adjusted EBITDA
from Acquired Assets
|
$
|
389,980
|
|
|
|
|
Pro Forma LTM Adjusted
EBITDA
|
$
|
1,489,572
|
|
|
|
|
Reconciliation of
Net Debt to Pro Forma LTM Adjusted EBITDA:
|
|
|
Net Debt / Pro Forma
LTM Adjusted EBITDA(1)
|
1.0x
|
|
____________________
|
(1)
|
Net Debt / Pro Forma
LTM Adjusted EBITDA figure excludes the Finance Lease. Had the
Finance Lease been included, Net Debt / Pro Forma LTM Adjusted
EBITDA would have been 1.1x.
|
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SOURCE Talos Energy