HOUSTON, May 6, 2024
/PRNewswire/ -- Talos Energy Inc. ("Talos" or the "Company") (NYSE:
TALO) today announced its operational and financial results for
fiscal quarter ended March 31, 2024. Talos also provided
second quarter 2024 production guidance and reiterated its
operational and financial guidance for the full year
2024.
Key Highlights
- Production of 79.6 thousand barrels of oil equivalent per day
("MBoe/d") (71% oil, 80% liquids) is at the high end of Talos's
first quarter 2024 guidance range.
- Closed QuarterNorth Energy Inc. ("QuarterNorth") acquisition
earlier than expected and progressing integration activities as
planned.
- Completed the sale of Talos Low Carbon Solutions LLC ("TLCS")
to TotalEnergies E&P USA, Inc.
("TotalEnergies") for approximately $148
million, which included Talos's entire Carbon Capture &
Sequestration ("CCS") business.
- Achieved run-rate synergies from QuarterNorth acquisition and
the TLCS sale of approximately $20
million in the first two months.
- Reduced debt by $225 million
since closing the QuarterNorth acquisition, achieving a leverage
ratio of 1.0x ahead of schedule.
- Refinanced approximately $865
million in 2026 notes, extending maturities and reducing
interest rates on Talos's bonds by 275-300 basis points.
- Awarded 17 deepwater blocks comprising 95,000 gross acres in
the U.S. Gulf of Mexico Outer Continental Shelf Federal Lease Sale
261.
- Sustained combined gross production rates of over 18 MBoe/d
from the Venice and Lime Rock
fields since starting production ahead of schedule in late
December 2023.
First Quarter Summary
- Revenue of $429.9 million, driven
by realized prices (excluding hedges) of $76.01 per barrel for oil, $20.59 per barrel for natural gas liquids
("NGLs"), and $2.74 per thousand
cubic feet ("Mcf") for natural gas.
- Net Loss of $112.4 million, or
$0.71 Net Loss per diluted share, and
Adjusted Net Loss* of $20.9 million,
or $0.13 Adjusted Net Loss per
diluted share*, excluding CCS investments.
- Adjusted EBITDA* of $267.5
million, excluding CCS investments.
- Upstream capital expenditures of $112.4
million.
- Net cash provided by operating activities of $96.4 million.
- Adjusted Free Cash Flow* of $77.7
million, excluding CCS investments and TLCS sale
proceeds.
Talos President and Chief
Executive Officer Tim Duncan stated,
"Talos had an extremely active first quarter and achieved solid
execution across our business with production near the high end of
our guidance range, representing record volumes. After completing
two important transactions, we further repositioned the Company
with capital market transactions that strengthened our credit
profile. Our QuarterNorth acquisition, which closed one month
earlier than scheduled, adds scale and high-margin oil-weighted
production to our portfolio and is expected to generate sustainable
free cash flow. I'm also very proud of the Talos team for their
intense focus and dedication as the integration progresses smoothly
and we work to realize the expected synergies by year-end 2024. We
signed and concurrently closed the sale of TLCS, crystallizing a 2x
multiple of invested capital for our shareholders. We used the
proceeds to immediately repay borrowings under our credit facility.
By the end of the first quarter, we repaid over $225 million in borrowings and ended the quarter
with a leverage ratio of 1.0x, earlier than anticipated.
"Talos's drilling program is underway, balancing a mix of
low-risk and high-impact projects that could provide a material
increase to our reserves. Projects for the second half of 2024 are
in final preparations to execute upon rig delivery, including
further appraisal of the Katmai discovery and drilling the
high-impact Daenerys prospect. We remain focused on our strategic
priorities to generate substantial free cash flow and have
increased our total debt reduction target from $400 million to approximately $550 million in 2024."
Footnotes:
*See "Supplemental Non-GAAP Information" for details and
reconciliations of GAAP to non-GAAP financial measures.
RECENT DEVELOPMENTS AND OPERATIONS UPDATE
QuarterNorth Acquisition: On March
4, 2024, Talos closed the previously announced acquisition
of QuarterNorth. We expect the strategic transaction of
oil-weighted deepwater assets and related infrastructure to enhance
Talos's ability to consistently generate substantial free cash flow
while expanding its portfolio of growth opportunities. Integration
is on track as Talos works to realize the expected synergies from
the combination by year-end 2024. Talos's full year 2024
operational and financial guidance includes ten months of
contributions from the acquired assets.
TLCS Divestiture: On March
18, 2024, Talos signed and completed the sale of TLCS to
TotalEnergies for approximately $148
million, including the retention of $6 million of related cash, realizing
approximately a 2.0x multiple on invested capital and an internal
rate of return exceeding 100%. Talos used the proceeds from the
sale to immediately repay borrowings under its Credit Facility.
Talos may realize additional future cash payments upon achievement
of certain milestones at the Harvest Bend or Coastal Bend projects
or upon a subsequent sale of these projects by TotalEnergies.
Outer Continental Shelf Federal Lease Sale 261: Talos
acquired 17 leases covering 95,000 gross acres, with 12-15
potential drilling locations already identified on that acreage.
Most locations are near existing Talos infrastructure, allowing for
tie-back to Company facilities.
Capital Markets Transactions: In January 2024, Talos issued $1,250 million in second lien notes, which were
used to refinance approximately $865
million in 2026 second lien notes, extending maturities to
the end of the decade and reducing interest rates on Talos's bonds
by 275-300 basis points. In addition, Talos closed an underwritten
public offering of Talos's common stock with net proceeds of
approximately $388.0 million, which
was used to fund the QuarterNorth transaction.
Exploration and Production Updates:
Katmai: Talos expects to commence drilling the Katmai
West #2 well in the third quarter of 2024 to further appraise the
field, potentially adding significant reserves. First quarter
2025 modifications to the host facility, Tarantula, will increase
capacity from 27 MBoe/d to 35 MBoe/d, which will be constrained
relative to the full rate capacity of the Katmai wells, allowing
for extended flat production. Talos will hold a 50% working
interest in Katmai. Talos is the 100% owner and operator of the
Tarantula facility.
Daenerys: Talos expects to drill the Daenerys exploration
well, a high-impact subsalt project, that will evaluate the Miocene
section and carries a gross unrisked recoverable resource potential
between 100 – 300 MMBoe. Talos has a 30% working interest in the
initial test well. The prospect is part of a broader farm-in
transaction that was executed in 2023 with a combined approximately
23,000 gross acres in the Walker Ridge area.
Lobster: Talos successfully drilled through the BUL-1 and
Tex-Mex-E sand in the Lobster Field in the first quarter of 2024.
The well is being completed as a waterflood (down-hole water
injection) well and is expected to increase the hydrocarbon
recovery of the existing producing wells in the prolific BUL-1
field pay. Production is expected to increase by over 2 MBoe/d
gross in the next 12-18 months. Talos owns a 67% working
interest.
Claiborne: The Claiborne #1 well, operated by Beacon
Offshore Energy LLC, recently reinstated production in April 2024. Talos holds a 25% working
interest.
Planned Downtime Updates: Following the deferral of
planned drydock maintenance into the second quarter 2024, Talos
mobilized the HP-1 vessel to shore for regulatory required
maintenance in April. The vessel is expected to resume production
in June. Talos expects the drydock to result in 5.0 – 6.0 MBoe/d of
deferred production in the second quarter 2024. Talos's operational
and financial guidance includes downtime estimates for the HP-1
drydock.
FIRST QUARTER 2024 RESULTS
Key Financial Highlights:
($ thousands, except
per share and per Boe amounts)
|
Three Months
Ended
March 31, 2024
|
|
Total
revenues
|
$
|
429,932
|
|
Net Income
(Loss)
|
$
|
(112,439)
|
|
Net Income (Loss) per
diluted share
|
$
|
(0.71)
|
|
Adjusted Net Income
(Loss) excluding CCS*
|
$
|
(20,942)
|
|
Adjusted Net Income
(Loss) excluding CCS per diluted share*
|
$
|
(0.13)
|
|
Adjusted EBITDA
excluding CCS*
|
$
|
267,548
|
|
Adjusted EBITDA
excluding CCS and hedges*
|
$
|
271,042
|
|
Upstream Capital
Expenditures
|
$
|
112,435
|
|
Production
Production for the first quarter 2024 was 79.6 MBoe/d and was
71% oil and 80% liquids.
|
Three Months
Ended
March 31, 2024
|
|
Oil
(MBbl/d)
|
|
56.8
|
|
Natural Gas
(MMcf/d)
|
|
95.2
|
|
NGL
(MBbl/d)
|
|
6.9
|
|
Total average net daily
(MBoe/d)
|
|
79.6
|
|
|
Three Months Ended
March 31, 2024
|
|
|
Production
|
|
% Oil
|
|
% Liquids
|
|
% Operated
|
|
Green Canyon
Area
|
|
24.0
|
|
|
81
|
%
|
|
88
|
%
|
|
90
|
%
|
Mississippi Canyon
Area
|
|
42.6
|
|
|
73
|
%
|
|
82
|
%
|
|
83
|
%
|
Shelf and Gulf
Coast
|
|
13.0
|
|
|
47
|
%
|
|
58
|
%
|
|
57
|
%
|
Total average net daily
(MBoe/d)
|
|
79.6
|
|
|
71
|
%
|
|
80
|
%
|
|
81
|
%
|
|
Three Months
Ended
March 31, 2024
|
|
Average realized prices
(excluding hedges)(1)
|
|
|
Oil ($/Bbl)
|
$
|
76.01
|
|
Natural Gas
($/Mcf)
|
$
|
2.74
|
|
NGL ($/Bbl)
|
$
|
20.59
|
|
Average realized price
($/Boe)
|
$
|
59.32
|
|
|
|
|
Average NYMEX
prices
|
|
|
WTI ($/Bbl)
|
$
|
77.50
|
|
Henry Hub
($/MMBtu)
|
$
|
2.15
|
|
Lease Operating & General and Administrative
Expenses
Total lease operating expenses for the first quarter 2024,
inclusive of workover, maintenance and insurance costs, were
$135.2 million, or $18.65 per Boe. Excluding workover expenses
associated with the stimulation campaign, total lease operating
expenses were $98.6 million, or
$13.60 per Boe. Most of the 2024
projected workover expense is expected in the first half
2024.
General and Administrative expenses for the first quarter,
adjusted to exclude CCS expenses, one-time transaction-related
costs, and non-cash equity-based compensation, were $27.4 million, or $3.78 per Boe.
($ thousands, except
per Boe amounts)
|
Three Months
Ended
March 31, 2024
|
|
Lease Operating
Expenses
|
$
|
135,178
|
|
Lease Operating
Expenses per Boe
|
$
|
18.65
|
|
Lease Operating
Expenses excluding workover
|
$
|
98,578
|
|
Lease Operating
Expenses excluding workover per Boe
|
$
|
13.60
|
|
Adjusted General &
Administrative Expenses excluding CCS*
|
$
|
27,386
|
|
Adjusted General &
Administrative Expenses excluding CCS per
Boe*
|
$
|
3.78
|
|
Capital Expenditures
Upstream capital expenditures for the first quarter 2024,
excluding plugging and abandonment and settled decommissioning
obligations, totaled $112.4
million.
($
thousands)
|
Three Months
Ended
March 31, 2024
|
|
U.S. drilling &
completions
|
$
|
44,081
|
|
Asset
management(1)
|
|
24,982
|
|
Seismic and G&G,
land, capitalized G&A and other
|
|
43,372
|
|
Total Upstream Capital
Expenditures
|
$
|
112,435
|
|
__________________________
|
(1)
|
Asset management
consists of capital expenditures for development-related activities
primarily associated with recompletions and improvements to our
facilities and infrastructure.
|
CCS expenses for the first quarter 2024 totaled $9.9 million, which is included in Talos's
reported Adjusted EBITDA* figure. CCS capital
expenditures for the first quarter 2024 totaled $17.5 million.
($
thousands)
|
Three Months
Ended
March 31, 2024
|
|
CCS
Investments
|
|
|
CCS
Expenses
|
$
|
9,872
|
|
CCS Capital
Expenditures
|
|
17,519
|
|
Total CCS
Investments
|
$
|
27,391
|
|
Plugging & Abandonment Expenses
Upstream capital expenditures for plugging and abandonment and
settled decommissioning obligations for the first quarter 2024
totaled $31.4 million.
|
Three Months
Ended
March 31, 2024
|
|
Plugging &
Abandonment and Decommissioning Obligations
Settled(1)
|
$
|
31,413
|
|
|
|
|
|
__________________________
|
(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 March 31, 2024, Talos had
approximately $650.2 million of
liquidity, with $640.0 million
undrawn on its credit facility and approximately $21.0 million in cash, less approximately
$10.8 million in outstanding letters
of credit. On March 31, 2024, Talos had $1,575.0 million in total debt. Net
Debt* was $1,554.0
million. Net Debt to Pro Forma Last Twelve Months ("LTM")
Adjusted EBITDA* was 1.0x.
OPERATIONAL & FINANCIAL GUIDANCE UPDATES
For the second quarter 2024, Talos expects average daily
production of 93.0 - 96.0 MBoe/d (70% oil), which includes the
impact of 5.0 – 6.0 MBOE/D from the planned HP-I drydock and a full
quarter contribution from QuarterNorth.
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 increased its target debt reduction amount to $550 million from the previous $400 million.
The following summarizes Talos's previously disclosed full-year
2024 operational and production guidance.
|
|
FY
2024
|
|
($ 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(1)(2)(4)*
|
$
|
510
|
|
$
|
530
|
|
|
Workovers
|
$
|
45
|
|
$
|
55
|
|
|
G&A(2)(3)*
|
$
|
100
|
|
$
|
110
|
|
Capex
|
Upstream 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 May 7,
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)
|
|
April - June
2024
|
Fixed Swaps
|
|
43,522
|
|
$
|
75.13
|
|
---
|
|
---
|
|
---
|
|
|
Collar
|
|
1,000
|
|
---
|
|
---
|
|
$
|
70.00
|
|
$
|
75.00
|
|
|
Long Puts
|
|
4,000
|
|
---
|
|
---
|
|
$
|
70.00
|
|
---
|
|
|
Short Puts
|
|
1,000
|
|
---
|
|
$
|
60.00
|
|
---
|
|
---
|
|
July - September
2024
|
Fixed Swaps
|
|
38,011
|
|
$
|
75.40
|
|
---
|
|
---
|
|
---
|
|
|
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
|
|
21,000
|
|
$
|
73.12
|
|
---
|
|
---
|
|
---
|
|
July - September
2025
|
Fixed Swaps
|
|
14,000
|
|
$
|
74.04
|
|
---
|
|
---
|
|
---
|
|
October - December
2025
|
Fixed Swaps
|
|
12,000
|
|
$
|
74.08
|
|
---
|
|
---
|
|
---
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural Gas – HH
NYMEX
|
|
(MMBtu)
|
|
(Per
MMBtu)
|
|
(Per
MMBtu)
|
|
(Per
MMBtu)
|
|
(Per
MMBtu)
|
|
April - June
2024
|
Fixed Swaps
|
|
38,407
|
|
$
|
3.04
|
|
---
|
|
---
|
|
---
|
|
|
Collar
|
|
10,000
|
|
---
|
|
---
|
|
$
|
4.00
|
|
$
|
6.90
|
|
|
Long Puts
|
|
13,660
|
|
---
|
|
---
|
|
$
|
2.90
|
|
---
|
|
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
|
|
35,000
|
|
$
|
3.51
|
|
---
|
|
---
|
|
---
|
|
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 Tuesday, May 7,
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 May 14, 2024 and can be accessed by dialing (888)
660-6345 and using access code 98377#. For more information, please
refer to the First 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 new 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 Israel
and 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; 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 any risks or uncertainties 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 revisions upward or downward 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 term "gross unrisked resource
potential" in this release, which is not a measure 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 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, Adjusted EBITDA excluding CCS,
Adjusted EBITDA excluding CCS and hedges, Adjusted EBITDA Free Cash
Flow excluding CCS, Adjusted Net Income (Loss) excluding CCS.
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)
|
|
|
March 31,
2024
|
|
December 31,
2023
|
|
|
(Unaudited)
|
|
|
|
ASSETS
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
$
|
21,001
|
|
$
|
33,637
|
|
Accounts
receivable:
|
|
|
|
|
Trade, net
|
|
248,892
|
|
|
178,977
|
|
Joint interest,
net
|
|
143,801
|
|
|
79,337
|
|
Other, net
|
|
16,652
|
|
|
19,296
|
|
Assets from price risk
management activities
|
|
18,753
|
|
|
36,152
|
|
Prepaid
assets
|
|
75,776
|
|
|
64,387
|
|
Other current
assets
|
|
16,036
|
|
|
10,389
|
|
Total current
assets
|
|
540,911
|
|
|
422,175
|
|
Property and
equipment:
|
|
|
|
|
Proved
properties
|
|
9,268,050
|
|
|
7,906,295
|
|
Unproved properties,
not subject to amortization
|
|
654,906
|
|
|
268,315
|
|
Other property and
equipment
|
|
34,440
|
|
|
34,027
|
|
Total property and
equipment
|
|
9,957,396
|
|
|
8,208,637
|
|
Accumulated
depreciation, depletion and amortization
|
|
(4,383,970)
|
|
|
(4,168,328)
|
|
Total property and
equipment, net
|
|
5,573,426
|
|
|
4,040,309
|
|
Other long-term
assets:
|
|
|
|
|
Restricted
cash
|
|
103,360
|
|
|
102,362
|
|
Assets from price risk
management activities
|
|
5,355
|
|
|
17,551
|
|
Equity method
investments
|
|
108,036
|
|
|
146,049
|
|
Other well
equipment
|
|
63,507
|
|
|
54,277
|
|
Notes receivable,
net
|
|
16,619
|
|
|
16,207
|
|
Operating lease
assets
|
|
12,676
|
|
|
11,418
|
|
Other
assets
|
|
10,494
|
|
|
5,961
|
|
Total
assets
|
$
|
6,434,384
|
|
$
|
4,816,309
|
|
LIABILITIES AND
STOCKHOLDERSʼ EQUITY
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Accounts
payable
|
$
|
136,833
|
|
$
|
84,193
|
|
Accrued
liabilities
|
|
272,231
|
|
|
227,690
|
|
Accrued
royalties
|
|
71,007
|
|
|
55,051
|
|
Current portion of
long-term debt
|
|
—
|
|
|
33,060
|
|
Current portion of
asset retirement obligations
|
|
71,799
|
|
|
77,581
|
|
Liabilities from price
risk management activities
|
|
74,033
|
|
|
7,305
|
|
Accrued interest
payable
|
|
21,106
|
|
|
42,300
|
|
Current portion of
operating lease liabilities
|
|
3,543
|
|
|
2,666
|
|
Other current
liabilities
|
|
46,310
|
|
|
48,769
|
|
Total current
liabilities
|
|
696,862
|
|
|
578,615
|
|
Long-term
liabilities:
|
|
|
|
|
Long-term
debt
|
|
1,533,952
|
|
|
992,614
|
|
Asset retirement
obligations
|
|
1,037,533
|
|
|
819,645
|
|
Liabilities from price
risk management activities
|
|
3,747
|
|
|
795
|
|
Operating lease
liabilities
|
|
18,271
|
|
|
18,211
|
|
Other long-term
liabilities
|
|
391,834
|
|
|
251,278
|
|
Total
liabilities
|
|
3,682,199
|
|
|
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 March 31, 2024 and December 31, 2023, respectively
|
|
—
|
|
|
—
|
|
Common stock; $0.01
par value; 270,000,000 shares authorized; 187,307,298 and
127,480,361
shares issued as of March 31, 2024 and December 31, 2023,
respectively
|
|
1,873
|
|
|
1,275
|
|
Additional paid-in
capital
|
|
3,257,972
|
|
|
2,549,097
|
|
Accumulated
deficit
|
|
(460,156)
|
|
|
(347,717)
|
|
Treasury stock, at
cost; 3,400,000 and 3,400,000 shares as of March 31, 2024 and
December 31,
2023, respectively
|
|
(47,504)
|
|
|
(47,504)
|
|
Total stockholdersʼ
equity
|
|
2,752,185
|
|
|
2,155,151
|
|
Total liabilities
and stockholdersʼ equity
|
$
|
6,434,384
|
|
$
|
4,816,309
|
|
Talos Energy
Inc.
Consolidated
Statements of Operations
(In thousands,
except per share amounts)
(Unaudited)
|
|
|
Three Months Ended
March 31,
|
|
|
2024
|
|
2023
|
|
Revenues:
|
|
|
|
|
Oil
|
$
|
393,221
|
|
$
|
292,694
|
|
Natural gas
|
|
23,698
|
|
|
20,183
|
|
NGL
|
|
13,013
|
|
|
9,705
|
|
Total
revenues
|
|
429,932
|
|
|
322,582
|
|
Operating
expenses:
|
|
|
|
|
Lease operating
expense
|
|
135,178
|
|
|
81,362
|
|
Production
taxes
|
|
544
|
|
|
606
|
|
Depreciation,
depletion and amortization
|
|
215,664
|
|
|
147,323
|
|
Accretion
expense
|
|
26,903
|
|
|
19,414
|
|
General and
administrative expense
|
|
69,841
|
|
|
63,187
|
|
Other operating
(income) expense
|
|
(86,043)
|
|
|
2,838
|
|
Total operating
expenses
|
|
362,087
|
|
|
314,730
|
|
Operating income
(expense)
|
|
67,845
|
|
|
7,852
|
|
Interest
expense
|
|
(50,845)
|
|
|
(37,581)
|
|
Price risk management
activities income (expense)
|
|
(87,062)
|
|
|
58,937
|
|
Equity method
investment income (expense)
|
|
(8,054)
|
|
|
7,443
|
|
Other income
(expense)
|
|
(55,896)
|
|
|
6,666
|
|
Net income (loss)
before income taxes
|
|
(134,012)
|
|
|
43,317
|
|
Income tax benefit
(expense)
|
|
21,573
|
|
|
46,543
|
|
Net income
(loss)
|
$
|
(112,439)
|
|
$
|
89,860
|
|
|
|
|
|
|
Net income (loss) per
common share:
|
|
|
|
|
Basic
|
$
|
(0.71)
|
|
$
|
0.85
|
|
Diluted
|
$
|
(0.71)
|
|
$
|
0.84
|
|
Weighted average common
shares outstanding:
|
|
|
|
|
Basic
|
|
158,490
|
|
|
105,634
|
|
Diluted
|
|
158,490
|
|
|
106,950
|
|
Talos Energy
Inc.
Consolidated
Statements of Cash Flows
(In
thousands)
(Unaudited)
|
|
|
Three Months Ended
March 31,
|
|
|
2024
|
|
2023
|
|
Cash flows from
operating activities:
|
|
|
|
|
Net income
(loss)
|
$
|
(112,439)
|
|
$
|
89,860
|
|
Adjustments to
reconcile net income (loss) to net cash provided by (used in)
operating activities:
|
|
|
|
|
Depreciation,
depletion, amortization and accretion expense
|
|
242,567
|
|
|
166,737
|
|
Amortization of
deferred financing costs and original issue discount
|
|
2,598
|
|
|
4,148
|
|
Equity-based
compensation expense
|
|
2,754
|
|
|
3,938
|
|
Price risk management
activities (income) expense
|
|
87,062
|
|
|
(58,937)
|
|
Net cash received
(paid) on settled derivative instruments
|
|
(3,494)
|
|
|
(12,323)
|
|
Equity method
investment (income) expense
|
|
8,054
|
|
|
(7,443)
|
|
Loss (gain) on
extinguishment of debt
|
|
60,256
|
|
|
—
|
|
Settlement of asset
retirement obligations
|
|
(27,907)
|
|
|
(10,113)
|
|
Loss (gain) on sale of
business
|
|
(86,940)
|
|
|
—
|
|
Changes in operating
assets and liabilities:
|
|
|
|
|
Accounts
receivable
|
|
8,020
|
|
|
36,821
|
|
Other current
assets
|
|
(5,818)
|
|
|
7,735
|
|
Accounts
payable
|
|
10,707
|
|
|
(4,894)
|
|
Other current
liabilities
|
|
(65,249)
|
|
|
(116,637)
|
|
Other non-current
assets and liabilities, net
|
|
(23,745)
|
|
|
(36,035)
|
|
Net cash provided by
(used in) operating activities
|
|
96,426
|
|
|
62,857
|
|
Cash flows from
investing activities:
|
|
|
|
|
Exploration,
development and other capital expenditures
|
|
(146,077)
|
|
|
(103,962)
|
|
Proceeds from (cash
paid for) acquisitions, net of cash acquired
|
|
(916,045)
|
|
|
17,617
|
|
Contributions to
equity method investees
|
|
(17,519)
|
|
|
(12,835)
|
|
Investment in
intangible assets
|
|
—
|
|
|
(7,796)
|
|
Proceeds from sales of
businesses
|
|
141,997
|
|
|
—
|
|
Net cash provided by
(used in) investing activities
|
|
(937,644)
|
|
|
(106,976)
|
|
Cash flows from
financing activities:
|
|
|
|
|
Issuance of common
stock
|
|
387,717
|
|
|
—
|
|
Issuance of senior
notes
|
|
1,250,000
|
|
|
—
|
|
Redemption of senior
notes
|
|
(897,116)
|
|
|
—
|
|
Proceeds from Bank
Credit Facility
|
|
670,000
|
|
|
275,000
|
|
Repayment of Bank
Credit Facility
|
|
(545,000)
|
|
|
(110,000)
|
|
Deferred financing
costs
|
|
(25,505)
|
|
|
(11,346)
|
|
Other deferred
payments
|
|
(672)
|
|
|
—
|
|
Payments of finance
lease
|
|
(4,324)
|
|
|
(3,987)
|
|
Purchase of treasury
stock
|
|
—
|
|
|
(25,173)
|
|
Employee stock awards
tax withholdings
|
|
(5,520)
|
|
|
(7,378)
|
|
Net cash provided by
(used in) financing activities
|
|
829,580
|
|
|
117,116
|
|
|
|
|
|
|
Net increase (decrease)
in cash, cash equivalents and restricted cash
|
|
(11,638)
|
|
|
72,997
|
|
Cash, cash equivalents
and restricted cash:
|
|
|
|
|
Balance, beginning of
period
|
|
135,999
|
|
|
44,145
|
|
Balance, end of
period
|
$
|
124,361
|
|
$
|
117,142
|
|
|
|
|
|
|
Supplemental non-cash
transactions:
|
|
|
|
|
Capital expenditures
included in accounts payable and accrued liabilities
|
$
|
101,794
|
|
$
|
174,597
|
|
Supplemental cash flow
information:
|
|
|
|
|
Interest paid, net of
amounts capitalized
|
$
|
55,224
|
|
$
|
40,988
|
|
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. In addition, we
believe that non-GAAP measures excluding CCS are a meaningful
measure of financial performance that can be used by investors,
analysts and management in evaluating the performance of our
"go-forward" business after giving effect to our CCS divestiture
during the first quarter of 2024, and will assist such readers of
our financial statements in considering the results of this
business in comparative periods.
Reconciliation of General and Administrative Expenses to
Adjusted General and Administrative Expenses Excluding CCS
We believe the presentation of Adjusted General and
Administrative Expenses excluding CCS 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
excluding CCS 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
March 31, 2024
|
|
Reconciliation of
General & Administrative Expenses to Adjusted General &
Administrative Expenses excluding CCS:
|
|
|
Total General and
administrative expense
|
$
|
69,841
|
|
CCS Segment
|
|
(1,965)
|
|
Transaction and other
(income) expenses(1)
|
|
(37,783)
|
|
Non-cash equity-based
compensation expense
|
|
(2,707)
|
|
Adjusted General &
Administrative Expenses excluding CCS
|
$
|
27,386
|
|
__________________________
|
(1)
|
Transaction expenses
includes $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.
|
Reconciliation of Net Income (Loss) to EBITDA, Adjusted
EBITDA and Adjusted EBITDA Excluding CCS
"EBITDA," "Adjusted EBITDA" and "Adjusted EBITDA excluding CCS"
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,
Adjusted EBITDA, and Adjusted EBITDA excluding CCS 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.
Adjusted EBITDA excluding CCS. Adjusted EBITDA plus
equity method investment loss, general and administrative expense,
other operating expenses (income), other income, and non-cash
equity-based compensation expense attributable to CCS.
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)
|
March 31,
2024
|
|
December 31,
2023
|
|
September 30,
2023
|
|
June 30,
2023
|
|
Reconciliation of
Net Income (Loss) to Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
Net Income
(loss)
|
$
|
(112,439)
|
|
$
|
85,898
|
|
$
|
(2,103)
|
|
$
|
13,677
|
|
Interest
expense
|
|
50,845
|
|
|
44,295
|
|
|
45,637
|
|
|
45,632
|
|
Income tax expense
(benefit)
|
|
(21,573)
|
|
|
(5,081)
|
|
|
(15,865)
|
|
|
6,892
|
|
Depreciation,
depletion and amortization
|
|
215,664
|
|
|
183,058
|
|
|
163,359
|
|
|
169,794
|
|
Accretion
expense
|
|
26,903
|
|
|
22,722
|
|
|
21,256
|
|
|
22,760
|
|
EBITDA
|
|
159,400
|
|
|
330,892
|
|
|
212,284
|
|
|
258,755
|
|
Transaction and other
(income) expenses(1)
|
|
(49,157)
|
|
|
5,504
|
|
|
(64,321)
|
|
|
3,513
|
|
Decommissioning
obligations(2)
|
|
855
|
|
|
2,425
|
|
|
7,972
|
|
|
741
|
|
Derivative fair value
(gain) loss(3)
|
|
87,062
|
|
|
(94,596)
|
|
|
98,802
|
|
|
(26,197)
|
|
Net cash received
(paid) on settled derivative instruments(3)
|
|
(3,494)
|
|
|
1,017
|
|
|
(6,313)
|
|
|
8,162
|
|
Loss on extinguishment
of debt
|
|
60,256
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Non-cash equity-based
compensation expense
|
|
2,754
|
|
|
3,873
|
|
|
393
|
|
|
4,749
|
|
Adjusted
EBITDA
|
|
257,676
|
|
|
249,115
|
|
|
248,817
|
|
|
249,723
|
|
Add: Net cash
(received) paid on settled derivative
instruments(3)
|
|
3,494
|
|
|
(1,017)
|
|
|
6,313
|
|
|
(8,162)
|
|
Adjusted EBITDA
excluding hedges
|
$
|
261,170
|
|
$
|
248,098
|
|
$
|
255,130
|
|
$
|
241,561
|
|
__________________________
|
(1)
|
Transaction expenses
includes $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,
$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 and $2.7 million in costs related to the EnVen
acquisition, inclusive of $1.4 million in severance expense for the
three months ended June 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 $66.2 million gain
on the divestiture of 49.9% equity interest in our subsidiary,
Talos Energy Mexico 7, S. de R.L. de C.V. to Zamajal, S.A. de C.V.,
a wholly owned subsidiary of Grupo Carso.
|
(2)
|
Estimated
decommissioning obligations were a result of working interest
partners or counterparties of divestiture transactions that were
unable to perform the required abandonment obligations due to
bankruptcy or insolvency and are included in "Other operating
(income) expense" on our consolidated statements of
operations.
|
(3)
|
The adjustments for the
derivative fair value (gain) loss and net cash receipts (payments)
on settled derivative instruments have the effect of adjusting net
income (loss) for changes in the fair value of derivative
instruments, which are recognized at the end of each accounting
period because we do not designate commodity derivative instruments
as accounting hedges. This results in reflecting commodity
derivative gains and losses within Adjusted EBITDA on an unrealized
basis during the period the derivatives settled.
|
|
|
($ thousands, except
per Boe amounts)
|
Three Months
Ended
March 31, 2024
|
|
Reconciliation of
Adjusted EBITDA to Adjusted EBITDA excluding CCS:
|
|
|
Adjusted
EBITDA
|
$
|
257,676
|
|
CCS Costs:
|
|
|
Equity method
investment loss
|
|
7,970
|
|
General and
administrative expense
|
|
1,965
|
|
Other operating
expense
|
|
(11)
|
|
Other
income
|
|
(5)
|
|
Non-cash equity-based
compensation expense
|
|
(47)
|
|
Adjusted EBITDA
excluding CCS
|
|
267,548
|
|
Add: Net cash paid on
settled derivative instruments(1)
|
|
3,494
|
|
Adjusted EBITDA
excluding CCS and hedges
|
$
|
271,042
|
|
Production:
|
|
|
Boe(2)
|
|
7,248
|
|
Adjusted EBITDA
excluding CCS margin and Adjusted EBITDA excluding CCS and hedges
margin:
|
|
|
Adjusted EBITDA
excluding CCS per Boe(2)
|
$
|
36.91
|
|
Adjusted EBITDA
excluding CCS and hedges per Boe(1)(2)
|
$
|
37.40
|
|
__________________________
|
(1)
|
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.
|
(2)
|
One Boe is equal to six
Mcf of natural gas or one Bbl of oil or NGLs based on an
approximate energy equivalency. This is an energy content
correlation and does not reflect a value or price relationship
between the commodities.
|
Reconciliation of Adjusted EBITDA to Adjusted Free Cash Flow
Excluding CCS and Reconciliation of Net Cash Provided by Operating
Activities to Adjusted Free Cash Flow Excluding CCS
"Adjusted Free Cash Flow excluding CCS" 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 excluding CCS 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
March 31, 2024
|
|
Reconciliation of
Adjusted EBITDA to Adjusted Free Cash Flow excluding CCS (before
changes
in working capital):
|
|
|
Adjusted
EBITDA
|
$
|
257,676
|
|
Upstream capital
expenditures
|
|
(112,435)
|
|
Plugging &
abandonment
|
|
(27,907)
|
|
Decommissioning
obligations settled
|
|
(3,506)
|
|
CCS capital
expenditures
|
|
(17,519)
|
|
Interest
expense(1)
|
|
(45,970)
|
|
Adjusted Free Cash Flow
(before changes in working capital)
|
|
50,339
|
|
CCS capital
expenditures
|
|
17,519
|
|
CCS Costs:
|
|
|
Equity method
investment loss
|
|
7,970
|
|
General and
administrative expense
|
|
1,965
|
|
Other operating
expense
|
|
(11)
|
|
Other
income
|
|
(5)
|
|
Non-cash equity-based
compensation expense
|
|
(47)
|
|
Adjusted Free Cash Flow
excluding CCS (before changes in working capital)
|
$
|
77,730
|
|
__________________________
|
(1)
|
Interest expense
excludes $4.9 million in fees associated with the unutilized bridge
loan that we do not view as a meaningful indicator of our operating
performance.
|
|
|
($
thousands)
|
Three Months
Ended
March 31, 2024
|
|
Reconciliation of
Net Cash Provided by Operating Activities to Adjusted Free Cash
Flow excluding
CCS (before changes in working capital):
|
|
|
Net cash provided by
operating activities(1)
|
$
|
96,426
|
|
(Increase) decrease in
operating assets and liabilities
|
|
76,085
|
|
Upstream capital
expenditures(2)
|
|
(112,435)
|
|
Decommissioning
obligations settled
|
|
(3,506)
|
|
CCS capital
expenditures
|
|
(17,519)
|
|
Transaction and other
(income) expenses(3)
|
|
37,783
|
|
Decommissioning
obligations(4)
|
|
855
|
|
Amortization of
deferred financing costs and original issue discount
|
|
(2,598)
|
|
Income tax
benefit
|
|
(21,573)
|
|
Other
adjustments
|
|
(3,179)
|
|
Adjusted Free Cash Flow
(before changes in working capital)
|
|
50,339
|
|
CCS capital
expenditures
|
|
17,519
|
|
CCS Costs:
|
|
|
Equity method
investment loss
|
|
7,970
|
|
General and
administrative expense
|
|
1,965
|
|
Other operating
expense
|
|
(11)
|
|
Other
income
|
|
(5)
|
|
Non-cash equity-based
compensation expense
|
|
(47)
|
|
Adjusted Free Cash Flow
excluding CCS (before changes in working capital)
|
$
|
77,730
|
|
__________________________
|
(1)
|
Includes settlement of
asset retirement obligations.
|
(2)
|
Includes accruals and
excludes acquisitions.
|
(3)
|
Transaction expenses
includes $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. 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 $86.9 million related to the
divestiture of TLCS.
|
(4)
|
Estimated
decommissioning obligations were a result of working interest
partners or counterparties of divestiture transactions that were
unable to perform the required abandonment obligations due to
bankruptcy or insolvency.
|
Reconciliation of Net Income to Adjusted Net Income (Loss)
and Adjusted Earnings per Share and to Adjusted Net Income (Loss)
excluding CCS and Adjusted Earnings per Share excluding CCS
"Adjusted Net Income (Loss)" and "Adjusted
Earnings per Share" are to provide management and investors
with (i) important supplemental indicators of the operational
performance of our business, (ii) additional criteria for
evaluating our performance relative to our peers and (iii)
supplemental information to investors about certain material
non-cash and/or other items that may not continue at the same level
in the future. Adjusted Net Income (Loss) and Adjusted Earnings per
Share have limitations as analytical tools and should not be
considered in isolation or as a substitute for analysis of our
results as reported under GAAP or as an alternative to net income
(loss), operating income (loss), earnings per share or any other
measure of financial performance presented in accordance with
GAAP.
Adjusted Net Income (Loss). Net income (loss) plus
accretion expense, transaction related costs, derivative fair value
(gain) loss, net cash receipts (payments) on settled derivative
instruments and non-cash equity-based compensation expense.
Adjusted Earnings per Share. Adjusted Net Income (Loss)
divided by the number of common shares.
|
Three Months Ended
March 31, 2024
|
|
($ thousands, except
per share amounts)
|
|
|
Basic per
Share
|
|
Diluted per
Share
|
|
Reconciliation of
Net Income (Loss) to Adjusted Net Income (Loss) excluding
CCS:
|
|
|
|
|
|
|
Net Income
(loss)
|
$
|
(112,439)
|
|
$
|
(0.71)
|
|
$
|
(0.71)
|
|
Transaction and other
(income) expenses(1)
|
|
(49,157)
|
|
$
|
(0.31)
|
|
$
|
(0.31)
|
|
Decommissioning
obligations(2)
|
|
855
|
|
$
|
0.01
|
|
$
|
0.01
|
|
Derivative fair value
loss(3)
|
|
87,062
|
|
$
|
0.55
|
|
$
|
0.55
|
|
Net cash received on
paid derivative instruments(3)
|
|
(3,494)
|
|
$
|
(0.02)
|
|
$
|
(0.02)
|
|
Unutilized bridge loan
fees
|
|
4,875
|
|
$
|
0.03
|
|
$
|
0.03
|
|
Non-cash income tax
benefit
|
|
(21,573)
|
|
$
|
(0.14)
|
|
$
|
(0.14)
|
|
Loss on extinguishment
of debt
|
|
60,256
|
|
$
|
0.38
|
|
$
|
0.38
|
|
Non-cash equity-based
compensation expense
|
|
2,754
|
|
$
|
0.02
|
|
$
|
0.02
|
|
Adjusted Net Income
(Loss)(4)
|
$
|
(30,861)
|
|
$
|
(0.19)
|
|
$
|
(0.19)
|
|
CCS Costs:
|
|
|
|
|
|
|
Equity method
investment loss
|
|
7,970
|
|
$
|
0.05
|
|
$
|
0.05
|
|
General and
administrative expense
|
|
1,965
|
|
$
|
0.01
|
|
$
|
0.01
|
|
Other operating
expense
|
|
(11)
|
|
$
|
(0.00)
|
|
$
|
(0.00)
|
|
Other
income
|
|
(5)
|
|
$
|
(0.00)
|
|
$
|
(0.00)
|
|
Adjusted Net Income
(Loss) excluding CCS(4)
|
$
|
(20,942)
|
|
$
|
(0.13)
|
|
$
|
(0.13)
|
|
|
|
|
|
|
|
|
Weighted average common
shares outstanding at March 31, 2024:
|
|
|
|
|
|
|
Basic
|
|
158,490
|
|
|
|
|
|
Diluted
|
|
158,490
|
|
|
|
|
|
__________________________
|
(1)
|
Transaction expenses
includes $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. 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 $86.9 million related to the
divestiture of TLCS.
|
(2)
|
Estimated
decommissioning obligations were a result of working interest
partners or counterparties of divestiture transactions that were
unable to perform the required abandonment obligations due to
bankruptcy or insolvency.
|
(3)
|
The adjustments for the
derivative fair value (gain) loss and net cash receipts (payments)
on settled derivative instruments have the effect of adjusting net
income (loss) for changes in the fair value of derivative
instruments, which are recognized at the end of each accounting
period because we do not designate commodity derivative instruments
as accounting hedges. This results in reflecting commodity
derivative gains and losses within Adjusted Net Income (Loss) on an
unrealized basis during the period the derivatives
settled.
|
(4)
|
The per share impacts
reflected in this table were calculated independently and may not
sum to total adjusted basic and diluted EPS due to
rounding.
|
Reconciliation of Total Debt to Net Debt and Net Debt to LTM
Adjusted EBITDA
We believe the presentation of Net Debt, LTM Adjusted EBITDA,
Net Debt to LTM Adjusted EBITDA and Net Debt to Pro Forma
LTM Adjusted EBITDA is important to provide management and
investors with additional important information to evaluate our
business. These measures are widely used by investors and ratings
agencies in the valuation, comparison, rating and investment
recommendations of companies.
Net Debt. Total Debt principal minus cash and cash
equivalents.
Net Debt to LTM Adjusted EBITDA. Net Debt divided by
the LTM Adjusted EBITDA.
($
thousands)
|
March 31,
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
|
|
325,000
|
|
Total Debt
|
|
1,575,000
|
|
Less: Cash and cash
equivalents
|
|
(21,001)
|
|
Net Debt
|
$
|
1,553,999
|
|
|
|
|
Calculation of LTM
Adjusted EBITDA:
|
|
|
Adjusted EBITDA for
three months period ended June 30, 2023
|
$
|
249,723
|
|
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
|
|
LTM Adjusted
EBITDA
|
$
|
1,005,331
|
|
|
|
|
Acquired Assets
Adjusted EBITDA:
|
|
|
Adjusted EBITDA for
three months period ended June 30, 2023
|
$
|
95,707
|
|
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
|
$
|
485,687
|
|
|
|
|
Pro Forma LTM Adjusted
EBITDA
|
$
|
1,491,018
|
|
|
|
|
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