HOUSTON, Nov. 11,
2024 /PRNewswire/ -- Talos Energy Inc. ("Talos" or
the "Company") (NYSE: TALO) today announced its operational and
financial results for fiscal quarter ended September 30,
2024.
Recent Key Highlights
- Production of 96.5 thousand barrels of oil equivalent per day
("MBoe/d") (70% oil, 80% liquids), at the high-end of third quarter
2024 guidance range.
- Reduced debt by $100 million,
bringing leverage to 0.9x*.
- Commenced drilling at the high-impact Katmai West #2 well in
the Gulf of Mexico to further
appraise the field, potentially adding additional proved reserves
over the initial discovery well in the west fault block, Katmai
West #1 well.
- Discovered commercial quantities of oil and natural gas at the
Ewing Bank 953 well, with first production expected in
mid-2026.
- Purchased a 21.4% non-operated working interest ("W.I.") in the
Monument discovery located in the Walker Ridge area in the
Gulf of Mexico.
- Re-completed the 100% Talos-owned Brutus A3 well yielding a
peak production rate of over 30 million cubic feet per day
("MMcf/d").
- Improved 2024 production guidance with revised estimate of 91.0
– 94.0 Mboe/d and lowered 2024 capital expenditures guidance to
$510 - $530
million.
Third Quarter Summary
- Revenue of $509.3 million, driven
by realized prices (excluding hedges) of $74.72 per barrel for oil, $19.42 per barrel for natural gas liquids
("NGLs"), and $2.39 per thousand
cubic feet ("Mcf") for natural gas.
- Net Income of $88.2 million, or
$0.49 Net Income per diluted share,
and Adjusted Net Loss* of $25.6
million, or $0.14 Adjusted Net
Loss per diluted share*.
- Adjusted EBITDA* of $324.4
million.
- Capital expenditures of $118.9
million, excluding plugging and abandonment and settled
decommissioning obligations.
- Net cash provided by operating activities of $227.0 million.
- Adjusted Free Cash Flow* of $121.5
million.
Talos Interim President and Chief Executive Officer Joseph Mills stated, "For the third quarter
2024, we are proud to report that we achieved another consecutive
quarter of record production of 96.5 MBoe/d, along with strong
Adjusted EBITDA and Adjusted Free Cash Flow. This is a testament to
our team's focus on delivering results. Our solid cash flow
generation enabled us to continue making strides in reducing our
debt and attain 0.9x leverage, below our target leverage of 1.0x.
We remain focused on paying down the balance of our debt under the
Bank Credit Facility by year end 2024. Since closing the
QuarterNorth acquisition in March
2024, we have repaid $425
million of debt, demonstrating our focus on maintaining a
strong balance sheet and financial flexibility.
"Regarding our drilling and recompletion program, we are pleased
with the results of the re-completion at the 100% Talos-owned
Brutus A3 well in July 2024, which
yielded a peak production rate of over 30 MMcf/d during the third
quarter. We are also pleased about the previously announced Ewing
Bank 953 well results in September
2024 and the acquired non-operated stake in the Monument
deepwater discovery in August 2024.
We logged better than expected rock properties at our Ewing Bank
953 well, which we anticipate will be producing by mid-2026. Our
participation in the non-operated Monument project, a large
deepwater oil and gas discovery in the Wilcox trend, presents an
attractive post-FID subsea tie-back opportunity, including a
potential drilling opportunity beyond the appraised discovery.
"Additionally, we recently began drilling the first of three
consecutive high-impact subsalt wells utilizing the West Vela
deepwater drillship, starting with the Katmai West #2 appraisal
well in October 2024, to be followed
by the Daenerys and Helm's Deep prospects in 2025. We are placing a
strong emphasis on operational execution and capital discipline as
we embark on a very important drilling campaign.
"I'm honored to have stepped in as interim CEO of Talos at the
beginning of September 2024, allowing
me the opportunity to work more closely with our highly skilled and
talented employees to achieve these results. The Board, in
partnership with an external search firm, is diligently searching
for a new CEO who can build on Talos's strong foundation and lead
the Company into its next phase of growth. I have the utmost
confidence in our management team, Board, and the future direction
and strategy of the Company. Talos's management team and Board are
laser-focused on executing our strategic initiatives and maximizing
long-term stockholder value. I'm pleased to be here to ensure a
seamless transition until a permanent CEO is named."
Footnotes:
*See "Supplemental
Non-GAAP Information" for details and reconciliations of GAAP to
non-GAAP financial measures.
|
RECENT DEVELOPMENTS AND OPERATIONS UPDATE
Production Updates:
Katmai: In October 2024,
the Seadrill-owned drillship West Vela commenced drilling the
Katmai West #2 well which will further appraise the field,
potentially adding additional proved reserves. The well is expected
to reach total depth early in the first quarter 2025. In
preparation of the completion of Katmai West #2 well,
modifications to the host facility, Tarantula, have been completed
between October and November 2024,
and has increased capacity from 27 MBoe/d to 35 MBoe/d. Talos
projects achieving first production from the Katmai West #2 well in
the second quarter 2025. We anticipate the Katmai wells will be
rate-constrained under the upgraded capacity allowing for extended
flat-to-low decline production from the facility. Talos holds a 50%
W.I. and Ridgewood Energy holds a 50% W.I. in Katmai. Talos is the
100% owner and operator of the Tarantula facility.
Sunspear Completion: In October
2024, Talos secured a rig contract for Transocean's
Deepwater Conqueror 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 Talos operated
Prince platform. The initial gross production rate is estimated to
be between 8 – 10 Mboe/d. Talos holds a 48.0% W.I., an entity
managed by Ridgewood Energy Corporation holds a 47.5% W.I., and
Houston Energy holds a 4.5% W.I.
Brutus Re-completion: In July
2024, the 100% Talos-owned Brutus A-3 well was re-completed
to the E1/E2 sand, yielding higher rates than expected, and reached
a peak production rate of over 30 million cubic feet per day.
Exploitation and Exploration Updates:
Ewing Bank 953: In September
2024, Ewing Bank 953 well encountered approximately 127 feet
of net pay in the target sand at approximately 19,000 feet true
vertical depth. Preliminary data indicates an estimated gross
recoverable resource potential of approximately 15 – 25 million
barrels of oil equivalent ("MMBoe") from a single subsea well with
an initial gross production rate of 8 – 10 MBoe/d. First production
is expected in mid-2026. Current plans are for the well to be tied
back to the South Timbalier 311 Megalodon host platform, which
Talos partially owns. Talos holds a 33.3% W.I., with Walter Oil
& Gas Corp. as operator holding a 56.7% W.I. and Gordy Oil
Company holding a 10.0% W.I.
Monument Discovery: In August
2024, Talos acquired 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. 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. Talos expects a net investment of approximately
$25 million in 2024 and approximately
$160 million over 2025 and 2026.
Other partners include Beacon as operator with a 30.0% W.I.,
Navitas Petroleum with a 28.6% W.I., and Repsol E&P
USA Inc. with a 20.0% W.I.
Daenerys: Talos expects to utilize the West Vela
drillship to drill the Daenerys exploration well following 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 that totals approximately 23,000 gross
acres in the Walker Ridge area. The well is expected to spud in the
first quarter 2025. Talos holds a 27% W.I. and partners include
Red Willow, Houston Energy, and
Cathexis.
Helm's Deep: Talos plans to mobilize the West Vela
drillship to Helms Deep after completing drilling operations at
Daenerys. The West Vela is expected 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 a 50.0% W.I.
Sebastian: Drilling of the Sebastian prospect in the
third quarter 2024 encountered non-commercial quantities of
hydrocarbons and has been plugged and abandoned. Talos held a 25.0%
W.I., with Murphy Oil Corporation as operator holding a 26.8% W.I.,
Westlawn Americas Offshore a 18.2% W.I, Alta Mar Energy holding a
20.0% W.I., and Houston Energy holding a 10.0% W.I.
Other Business Developments
Common Stock Repurchase Program: Year-to-date 2024, Talos
repurchased approximately 4.0 million shares of common stock for
approximately $45.1 million. As of
September 30, 2024, there is
$157.5 million remaining under the
authorized plan. The timing of future repurchases under the share
repurchase program will depend on market conditions, contractual
limitations, and other considerations. The program may be extended,
modified, suspended or discontinued at any time, and does not
obligate the Company to repurchase any dollar amount or number of
shares.
Limited Duration Stockholder Rights Plan: In
October 2024, Talos's Board adopted a
limited duration stockholder rights Plan (the "Rights Plan"). The
Board adopted the Rights Plan solely in response to the continued
accumulation of approximately 24% of shares of Talos common stock
by Control Empresarial De Capitales ("Control Empresarial"). The
Rights Plan is similar to those adopted by other publicly traded
companies and is intended to enable all Talos stockholders to
realize the long-term value of their investment and protect Talos
from any future efforts to obtain control of Talos that are
inconsistent with the best interests of its stockholders. Control
Empresarial has been an important Talos stockholder and Talos will
continue to maintain an active and constructive dialogue with
Control Empresarial.
Audit Committee Internal Review: In September 2024, the Company received notification
from an external third party suggesting a mid-level employee was
engaged in inappropriate procurement practices. In response, the
Audit Committee of the Company's board of directors, conducted a
review of such alleged practices by
engaging independent external legal counsel to assist in reviewing
the matter and determining the extent of such activities. Such
review with external legal counsel did not identify or implicate
other current or former employees and the employee was separated
from the Company. The Audit Committee also has not identified any
related material errors in the historical financial statements.
Talos plans to file an amended Form 10-K/A to our Annual Report
on Form 10-K for the year ended December 31,
2023 (our "Annual Report"), and an amended Form 10-Q/A for
each of the Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2024, and June 30, 2024, (together, our "Quarterly
Reports"), respectively, to amend and restate certain disclosures.
These amended disclosures will address the material weaknesses
identified at the end of 2023 in our internal controls over our
financial reporting practices and investors can continue to rely on
numbers previously disclosed. Notwithstanding the identified
material weakness, management has concluded that the financial
statements included in our Annual Report and Quarterly reports
present fairly, in all material respects, the Company's financial
position, results of operations and cash flows as of the dates, and
for the periods presented, in accordance with GAAP. The Company
expects to file these amendments and the Quarterly Report on Form
10-Q for the quarter end September 30,
2024, on November 12,
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 $2.64 per MCF per MMBTU.
|
THIRD QUARTER 2024 RESULTS
Key Financial Highlights:
($ thousands, except
per share and per Boe amounts)
|
Three Months
Ended
September 30, 2024
|
|
Total
revenues
|
$
|
509,286
|
|
Net Income
(Loss)
|
$
|
88,173
|
|
Net Income (Loss) per
diluted share
|
$
|
0.49
|
|
Adjusted Net Income
(Loss)*
|
$
|
(25,583)
|
|
Adjusted Net Income
(Loss) per diluted share*
|
$
|
(0.14)
|
|
Adjusted
EBITDA*
|
$
|
324,359
|
|
Adjusted EBITDA
excluding hedges*
|
$
|
318,288
|
|
Capital
Expenditures
|
$
|
118,922
|
|
Production
Production for the third quarter 2024 was 96.5 MBoe/d and was
70% oil and 80% liquids.
|
Three Months
Ended
September 30, 2024
|
|
Oil
(MBbl/d)
|
|
68.0
|
|
Natural Gas
(MMcf/d)
|
|
118.0
|
|
NGL
(MBbl/d)
|
|
8.8
|
|
Total average net daily
(MBoe/d)
|
|
96.5
|
|
|
Three Months Ended
September 30, 2024
|
|
|
Production
|
|
% Oil
|
|
% Liquids
|
|
% Operated
|
|
Green Canyon
Area
|
|
39.7
|
|
|
71
|
%
|
|
81
|
%
|
|
54
|
%
|
Mississippi Canyon
Area
|
|
44.7
|
|
|
75
|
%
|
|
84
|
%
|
|
77
|
%
|
Shelf and Gulf
Coast
|
|
12.1
|
|
|
51
|
%
|
|
60
|
%
|
|
59
|
%
|
Total average net daily
(MBoe/d)
|
|
96.5
|
|
|
70
|
%
|
|
80
|
%
|
|
65
|
%
|
|
Three Months
Ended
September 30, 2024
|
|
Average realized prices
(excluding hedges)
|
|
|
Oil ($/Bbl)
|
$
|
74.72
|
|
Natural Gas
($/Mcf)
|
$
|
2.39
|
|
NGL ($/Bbl)
|
$
|
19.42
|
|
Average realized price
($/Boe)
|
$
|
57.37
|
|
|
|
|
Average NYMEX
prices
|
|
|
WTI ($/Bbl)
|
$
|
75.10
|
|
Henry Hub
($/MMBtu)
|
$
|
2.23
|
|
Lease Operating & General and Administrative
Expenses
Total lease operating expenses for the third quarter 2024,
inclusive of workover, maintenance and insurance costs, were
$163.3 million, or $18.40 per Boe. Excluding workover expenses,
total lease operating expenses were $134.1
million, or $15.10 per Boe.
Total lease operating expenses inclusive of workover does not
include $14 million of service credit
related to workover expenses incurred in the same quarter.
Adjusted General and Administrative expenses for the third
quarter, adjusted to exclude one-time transaction-related costs and
non-cash equity-based compensation, were $32.9 million, or $3.70 per Boe.
($ thousands, except
per Boe amounts)
|
Three Months
Ended
September 30, 2024
|
|
Lease Operating
Expenses
|
$
|
163,347
|
|
Lease Operating
Expenses per Boe
|
$
|
18.40
|
|
Lease Operating
Expenses excluding workover
|
$
|
134,054
|
|
Lease Operating
Expenses excluding workover per Boe
|
$
|
15.10
|
|
Adjusted General &
Administrative Expenses*
|
$
|
32,855
|
|
Adjusted General &
Administrative Expenses per Boe*
|
$
|
3.70
|
|
Capital Expenditures
Capital expenditures for the third quarter 2024, excluding
plugging and abandonment and settled decommissioning obligations,
totaled $118.9 million.
($
thousands)
|
Three Months
Ended
September 30, 2024
|
|
U.S. drilling &
completions
|
$
|
69,974
|
|
Asset
management(1)
|
|
34,326
|
|
Seismic and G&G,
land, capitalized G&A and other
|
|
14,622
|
|
Total Capital
Expenditures
|
$
|
118,922
|
|
___________________
|
(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 third quarter 2024 totaled
$37.7 million.
|
Three Months
Ended
September 30, 2024
|
|
Plugging &
Abandonment and Decommissioning Obligations
Settled(1)
|
$
|
37,713
|
|
|
|
|
|
___________________
|
(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 September 30, 2024, Talos had approximately $842.9 million of liquidity, with $840.0 million undrawn on its credit facility and
approximately $45.5 million in cash,
less approximately $42.7 million in
outstanding letters of credit. On September 30, 2024, Talos
had $1,375.0 million in total debt.
Net Debt* was $1,329.5
million. Net Debt to Pro Forma Last Twelve Months ("LTM")
Adjusted EBITDA* was 0.9x.
OPERATIONAL & FINANCIAL GUIDANCE UPDATES
Talos provided the following updates to it previously issued
2024 operational and financial guidance:
- Improved average daily production guidance to 91.0 - 94.0
MBoe/d (71% oil) for the full year 2024.
- Cash Operating Expenses and Workovers guidance of $555 - $585
million, inclusive of a $14
million service credit recognized in the third quarter 2024,
which was previously held as an asset on Talos's balance
sheet.
- Total General & Administrative expenses, including both
expense and capitalized costs, remains in line with prior guidance.
Talos increased its G&A Expense range to $120 - $130 million
to reflect a higher expense ratio, with offsetting savings
recognized in capital expenditures guidance. The increased range
also accounts for various other one-time expenses.
- Capital Expenditures guidance was reduced significantly to
$510 - $530
million, reflecting updated project timing and capitalized
G&A cost reductions.
- P&A, Decommissioning range increased to $100 - $110 to
reflect the acceleration of selected non-operated activities into
2024 from previously planned 2025.
- Interest Expense guidance of $175
- $185 million, excluding a
$4.9 million one-time fee recognized
earlier in 2024 as part of the QuarterNorth transaction
financings.
- Talos expects to maintain a long-term leverage ratio below
1.0x.
The following summarizes Talos's updated disclosed full-year
2024 operational and production guidance.
|
|
Original
|
|
Revised
|
|
|
|
FY
2024
|
|
FY
2024
|
|
($ Millions, unless
highlighted):
|
|
Low
|
|
High
|
|
Low
|
|
High
|
|
Production
|
Oil (MMBbl)
|
|
23.4
|
|
|
24.7
|
|
|
23.6
|
|
|
24.4
|
|
|
Natural Gas
(Mcf)
|
|
40.0
|
|
|
44.2
|
|
|
40.5
|
|
|
41.8
|
|
|
NGL (MMBbl)
|
|
2.5
|
|
|
2.7
|
|
|
2.9
|
|
|
3.0
|
|
|
Total Production
(MMBoe)
|
|
32.6
|
|
|
34.8
|
|
|
33.3
|
|
|
34.4
|
|
|
Avg Daily Production
(MBoe/d)
|
|
89.0
|
|
|
95.0
|
|
|
91.0
|
|
|
94.0
|
|
Cash
Expenses
|
Cash Operating Expenses
and Workovers(1)(2)(4)*
|
$
|
555
|
|
$
|
585
|
|
$
|
555
|
|
$
|
585
|
|
|
G&A(2)(3)*
|
$
|
100
|
|
$
|
110
|
|
$
|
120
|
|
$
|
130
|
|
Capex
|
Capital
Expenditures(5)
|
$
|
570
|
|
$
|
600
|
|
$
|
510
|
|
$
|
530
|
|
P&A
Expenditures
|
P&A,
Decommissioning
|
$
|
90
|
|
$
|
100
|
|
$
|
100
|
|
$
|
110
|
|
Interest
|
Interest
Expense(6)
|
$
|
175
|
|
$
|
185
|
|
$
|
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
be 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 November 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)
|
|
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
|
|
33,000
|
|
$
|
73.53
|
|
---
|
|
---
|
|
---
|
|
July - September
2025
|
Fixed Swaps
|
|
20,685
|
|
$
|
71.81
|
|
---
|
|
---
|
|
---
|
|
October - December
2025
|
Fixed Swaps
|
|
14,000
|
|
$
|
73.93
|
|
---
|
|
---
|
|
---
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural Gas – HH
NYMEX
|
|
(MMBtu)
|
|
(Per
MMBtu)
|
|
(Per
MMBtu)
|
|
(Per
MMBtu)
|
|
(Per
MMBtu)
|
|
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
|
|
75,000
|
|
$
|
3.61
|
|
---
|
|
---
|
|
---
|
|
April - June
2025
|
Fixed Swaps
|
|
65,000
|
|
$
|
3.38
|
|
---
|
|
---
|
|
---
|
|
July - September
2025
|
Fixed Swaps
|
|
50,000
|
|
$
|
3.47
|
|
---
|
|
---
|
|
---
|
|
October - December
2025
|
Fixed Swaps
|
|
40,000
|
|
$
|
3.53
|
|
---
|
|
---
|
|
---
|
|
January - March
2026
|
Fixed Swaps
|
|
20,000
|
|
$
|
3.65
|
|
---
|
|
---
|
|
---
|
|
April - June
2026
|
Fixed Swaps
|
|
20,000
|
|
$
|
3.65
|
|
---
|
|
---
|
|
---
|
|
July - September
2026
|
Fixed Swaps
|
|
20,000
|
|
$
|
3.65
|
|
---
|
|
---
|
|
---
|
|
October - December
2026
|
Fixed Swaps
|
|
20,000
|
|
$
|
3.65
|
|
---
|
|
---
|
|
---
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONFERENCE CALL AND WEBCAST INFORMATION
Talos will host a conference call, which will be broadcast live
over the internet, on Tuesday, November 12,
2024 at 8:30 AM Eastern Time
(7:30 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 November 19, 2024 and can be accessed by dialing
(888) 660-6345 and using access code 05203#. For more information,
please refer to the Third 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, including
the potential impact of the revised biological opinion by the
National Marine Fisheries Service; pending legal, governmental or
environmental matters; our marketing of oil, natural gas and NGLs;
our integration of acquisitions 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 in
connection with the U.S. Presidential transition and Mexican
presidential transition; 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; our expectations with regard to the
Rights Agreement with Computershare Trust Company, N.A.; 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; lack of availability of drilling and production
equipment and services; adverse weather events, including tropical
storms, hurricanes, winter storms and loop currents; cybersecurity
threats; 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; changes in U.S. labor and trade policies,
including the imposition of tariffs and the resulting consequences;
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; recent and pending management
changes, including our search for a new Chief Executive Officer 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 recoverable
resource potential," and "gross reserves," 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)
|
|
|
September 30,
2024
|
|
December 31,
2023
|
|
|
(Unaudited)
|
|
|
|
ASSETS
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
$
|
45,542
|
|
$
|
33,637
|
|
Accounts
receivable:
|
|
|
|
|
Trade, net
|
|
210,158
|
|
|
178,977
|
|
Joint interest,
net
|
|
146,558
|
|
|
79,337
|
|
Other, net
|
|
36,420
|
|
|
19,296
|
|
Assets from price risk
management activities
|
|
82,016
|
|
|
36,152
|
|
Prepaid
assets
|
|
93,203
|
|
|
64,387
|
|
Other current
assets
|
|
41,659
|
|
|
10,389
|
|
Total current
assets
|
|
655,556
|
|
|
422,175
|
|
Property and
equipment:
|
|
|
|
|
Proved
properties
|
|
9,622,726
|
|
|
7,906,295
|
|
Unproved properties,
not subject to amortization
|
|
668,849
|
|
|
268,315
|
|
Other property and
equipment
|
|
35,039
|
|
|
34,027
|
|
Total property and
equipment
|
|
10,326,614
|
|
|
8,208,637
|
|
Accumulated
depreciation, depletion and amortization
|
|
(4,917,311)
|
|
|
(4,168,328)
|
|
Total property and
equipment, net
|
|
5,409,303
|
|
|
4,040,309
|
|
Other long-term
assets:
|
|
|
|
|
Restricted
cash
|
|
105,403
|
|
|
102,362
|
|
Assets from price risk
management activities
|
|
9,487
|
|
|
17,551
|
|
Equity method
investments
|
|
109,144
|
|
|
146,049
|
|
Other well
equipment
|
|
58,795
|
|
|
54,277
|
|
Notes receivable,
net
|
|
17,305
|
|
|
16,207
|
|
Operating lease
assets
|
|
11,858
|
|
|
11,418
|
|
Other
assets
|
|
22,225
|
|
|
5,961
|
|
Total
assets
|
$
|
6,399,076
|
|
$
|
4,816,309
|
|
LIABILITIES AND
STOCKHOLDERSʼ EQUITY
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Accounts
payable
|
$
|
161,506
|
|
$
|
84,193
|
|
Accrued
liabilities
|
|
307,781
|
|
|
227,690
|
|
Accrued
royalties
|
|
76,426
|
|
|
55,051
|
|
Current portion of
long-term debt
|
|
—
|
|
|
33,060
|
|
Current portion of
asset retirement obligations
|
|
55,730
|
|
|
77,581
|
|
Liabilities from price
risk management activities
|
|
4,656
|
|
|
7,305
|
|
Accrued interest
payable
|
|
21,049
|
|
|
42,300
|
|
Current portion of
operating lease liabilities
|
|
3,933
|
|
|
2,666
|
|
Other current
liabilities
|
|
46,806
|
|
|
48,769
|
|
Total current
liabilities
|
|
677,887
|
|
|
578,615
|
|
Long-term
liabilities:
|
|
|
|
|
Long-term
debt
|
|
1,337,745
|
|
|
992,614
|
|
Asset retirement
obligations
|
|
1,134,145
|
|
|
819,645
|
|
Liabilities from price
risk management activities
|
|
479
|
|
|
795
|
|
Operating lease
liabilities
|
|
16,359
|
|
|
18,211
|
|
Other long-term
liabilities
|
|
414,825
|
|
|
251,278
|
|
Total
liabilities
|
|
3,581,440
|
|
|
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 September 30, 2024 and December 31, 2023,
respectively
|
|
—
|
|
|
—
|
|
Common stock; $0.01
par value; 270,000,000 shares authorized; 187,378,718 and
127,480,361 shares issued as of September 30, 2024 and December 31,
2023, respectively
|
|
1,874
|
|
|
1,275
|
|
Additional paid-in
capital
|
|
3,268,049
|
|
|
2,549,097
|
|
Accumulated
deficit
|
|
(359,602)
|
|
|
(347,717)
|
|
Treasury stock, at
cost; 7,417,385 and 3,400,000 shares as of September 30, 2024 and
December 31, 2023, respectively
|
|
(92,685)
|
|
|
(47,504)
|
|
Total stockholdersʼ
equity
|
|
2,817,636
|
|
|
2,155,151
|
|
Total liabilities
and stockholdersʼ equity
|
$
|
6,399,076
|
|
$
|
4,816,309
|
|
Talos Energy
Inc.
Consolidated
Statements of Operations
(In thousands,
except per share amounts)
(Unaudited)
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Oil
|
$
|
467,605
|
|
$
|
359,404
|
|
$
|
1,368,234
|
|
$
|
995,081
|
|
Natural gas
|
|
25,930
|
|
|
16,871
|
|
|
75,688
|
|
|
53,383
|
|
NGL
|
|
15,751
|
|
|
6,860
|
|
|
44,461
|
|
|
24,463
|
|
Total
revenues
|
|
509,286
|
|
|
383,135
|
|
|
1,488,383
|
|
|
1,072,927
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
Lease operating
expense
|
|
163,347
|
|
|
103,548
|
|
|
455,835
|
|
|
286,075
|
|
Production
taxes
|
|
224
|
|
|
600
|
|
|
1,244
|
|
|
1,813
|
|
Depreciation,
depletion and amortization
|
|
274,249
|
|
|
163,359
|
|
|
749,004
|
|
|
480,476
|
|
Accretion
expense
|
|
29,418
|
|
|
21,256
|
|
|
87,053
|
|
|
63,430
|
|
General and
administrative expense
|
|
41,866
|
|
|
24,888
|
|
|
159,954
|
|
|
121,257
|
|
Other operating
(income) expense
|
|
(23,363)
|
|
|
(57,287)
|
|
|
(110,467)
|
|
|
(55,172)
|
|
Total operating
expenses
|
|
485,741
|
|
|
256,364
|
|
|
1,342,623
|
|
|
897,879
|
|
Operating income
(expense)
|
|
23,545
|
|
|
126,771
|
|
|
145,760
|
|
|
175,048
|
|
Interest
expense
|
|
(46,275)
|
|
|
(45,637)
|
|
|
(146,102)
|
|
|
(128,850)
|
|
Price risk management
activities income (expense)
|
|
126,291
|
|
|
(98,802)
|
|
|
41,531
|
|
|
(13,668)
|
|
Equity method
investment income (expense)
|
|
(544)
|
|
|
(2,493)
|
|
|
(9,054)
|
|
|
2,938
|
|
Other income
(expense)
|
|
3,267
|
|
|
2,193
|
|
|
(48,465)
|
|
|
10,450
|
|
Net income (loss)
before income taxes
|
|
106,284
|
|
|
(17,968)
|
|
|
(16,330)
|
|
|
45,918
|
|
Income tax benefit
(expense)
|
|
(18,111)
|
|
|
15,865
|
|
|
4,445
|
|
|
55,516
|
|
Net income
(loss)
|
$
|
88,173
|
|
$
|
(2,103)
|
|
$
|
(11,885)
|
|
$
|
101,434
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per
common share:
|
|
|
|
|
|
|
|
|
Basic
|
$
|
0.49
|
|
$
|
(0.02)
|
|
$
|
(0.07)
|
|
$
|
0.86
|
|
Diluted
|
$
|
0.49
|
|
$
|
(0.02)
|
|
$
|
(0.07)
|
|
$
|
0.85
|
|
Weighted average common
shares outstanding:
|
|
|
|
|
|
|
|
|
Basic
|
|
180,204
|
|
|
124,103
|
|
|
174,108
|
|
|
118,459
|
|
Diluted
|
|
180,561
|
|
|
124,103
|
|
|
174,108
|
|
|
119,262
|
|
Talos Energy
Inc.
Consolidated
Statements of Cash Flows
(In
thousands)
(Unaudited)
|
|
Nine Months Ended
September 30,
|
|
|
2024
|
|
2023
|
|
Cash flows from
operating activities:
|
|
|
|
|
Net income
(loss)
|
$
|
(11,885)
|
|
$
|
101,434
|
|
Adjustments to
reconcile net income (loss) to net cash provided by (used in)
operating activities:
|
|
|
|
|
Depreciation,
depletion, amortization and accretion expense
|
|
836,057
|
|
|
543,906
|
|
Amortization of
deferred financing costs and original issue discount
|
|
6,930
|
|
|
11,247
|
|
Equity-based
compensation expense
|
|
8,859
|
|
|
9,080
|
|
Price risk management
activities (income) expense
|
|
(41,531)
|
|
|
13,668
|
|
Net cash received
(paid) on settled derivative instruments
|
|
(14,941)
|
|
|
(10,474)
|
|
Equity method
investment (income) expense
|
|
9,054
|
|
|
(2,938)
|
|
Loss (gain) on
extinguishment of debt
|
|
60,256
|
|
|
—
|
|
Settlement of asset
retirement obligations
|
|
(86,074)
|
|
|
(71,097)
|
|
Loss (gain) on sale of
assets
|
|
(10,069)
|
|
|
(66,115)
|
|
Loss (gain) on sale of
business
|
|
(100,482)
|
|
|
—
|
|
Changes in operating
assets and liabilities:
|
|
|
|
|
Accounts
receivable
|
|
24,183
|
|
|
3,821
|
|
Other current
assets
|
|
(34,649)
|
|
|
(12,992)
|
|
Accounts
payable
|
|
12,624
|
|
|
(30,063)
|
|
Other current
liabilities
|
|
(41,246)
|
|
|
(89,511)
|
|
Other non-current
assets and liabilities, net
|
|
(3,830)
|
|
|
(57,155)
|
|
Net cash provided by
(used in) operating activities
|
|
613,256
|
|
|
342,811
|
|
Cash flows from
investing activities:
|
|
|
|
|
Exploration,
development and other capital expenditures
|
|
(355,197)
|
|
|
(438,506)
|
|
Cash acquired in
excess of payments for acquisitions
|
|
—
|
|
|
17,617
|
|
Payments for
acquisitions, net of cash acquired
|
|
(936,214)
|
|
|
—
|
|
Proceeds from (cash
paid for) sale of property and equipment, net
|
|
1,017
|
|
|
66,183
|
|
Contributions to
equity method investees
|
|
(19,627)
|
|
|
(29,372)
|
|
Investment in
intangible assets
|
|
—
|
|
|
(7,796)
|
|
Proceeds from sales of
businesses
|
|
141,997
|
|
|
—
|
|
Net cash provided by
(used in) investing activities
|
|
(1,168,024)
|
|
|
(391,874)
|
|
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
|
|
820,000
|
|
|
675,000
|
|
Repayment of Bank
Credit Facility
|
|
(895,000)
|
|
|
(460,000)
|
|
Deferred financing
costs
|
|
(29,886)
|
|
|
(11,775)
|
|
Other deferred
payments
|
|
(1,791)
|
|
|
(841)
|
|
Payments of finance
lease
|
|
(13,238)
|
|
|
(12,117)
|
|
Purchase of treasury
stock
|
|
(45,181)
|
|
|
(47,504)
|
|
Employee stock awards
tax withholdings
|
|
(5,791)
|
|
|
(7,454)
|
|
Net cash provided by
(used in) financing activities
|
|
569,714
|
|
|
120,309
|
|
|
|
|
|
|
Net increase (decrease)
in cash, cash equivalents and restricted cash
|
|
14,946
|
|
|
71,246
|
|
Cash, cash equivalents
and restricted cash:
|
|
|
|
|
Balance, beginning of
period
|
|
135,999
|
|
|
44,145
|
|
Balance, end of
period
|
$
|
150,945
|
|
$
|
115,391
|
|
|
|
|
|
|
Supplemental non-cash
transactions:
|
|
|
|
|
Capital expenditures
included in accounts payable and accrued liabilities
|
$
|
110,201
|
|
$
|
90,688
|
|
Supplemental cash flow
information:
|
|
|
|
|
Interest paid, net of
amounts capitalized
|
$
|
127,367
|
|
$
|
108,931
|
|
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
September 30, 2024
|
|
Reconciliation of
General & Administrative Expenses to Adjusted General &
Administrative Expenses:
|
|
|
Total General and
administrative expense
|
$
|
41,866
|
|
Transaction and other
expenses(1)
|
|
(5,696)
|
|
Non-cash equity-based
compensation expense
|
|
(3,315)
|
|
Adjusted General &
Administrative Expenses
|
$
|
32,855
|
|
________________
|
(1)
|
Transaction expenses
includes $4.7 million in severance costs related to the departure
of the Company's former President and Chief Executive Officer on
August 29, 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, the net change in fair value
of derivatives (mark to market effect, net of cash
settlements and premiums related to these 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)
|
September 30,
2024
|
|
June 30,
2024(4)
|
|
March 31,
2024(4)
|
|
December 31,
2023(4)
|
|
Reconciliation of
Net Income (Loss) to Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
Net Income
(loss)
|
$
|
88,173
|
|
$
|
12,381
|
|
$
|
(112,439)
|
|
$
|
85,898
|
|
Interest
expense
|
|
46,275
|
|
|
48,982
|
|
|
50,845
|
|
|
44,295
|
|
Income tax expense
(benefit)
|
|
18,111
|
|
|
(983)
|
|
|
(21,573)
|
|
|
(5,081)
|
|
Depreciation,
depletion and amortization
|
|
274,249
|
|
|
259,091
|
|
|
215,664
|
|
|
183,058
|
|
Accretion
expense
|
|
29,418
|
|
|
30,732
|
|
|
26,903
|
|
|
22,722
|
|
EBITDA
|
|
456,226
|
|
|
350,203
|
|
|
159,400
|
|
|
330,892
|
|
Transaction and other
(income) expenses(1)
|
|
(17,687)
|
|
|
6,629
|
|
|
(49,157)
|
|
|
5,504
|
|
Decommissioning
obligations(2)
|
|
2,725
|
|
|
4,182
|
|
|
855
|
|
|
2,425
|
|
Derivative fair value
(gain) loss(3)
|
|
(126,291)
|
|
|
(2,302)
|
|
|
87,062
|
|
|
(94,596)
|
|
Net cash received
(paid) on settled derivative instruments(3)
|
|
6,071
|
|
|
(17,518)
|
|
|
(3,494)
|
|
|
1,017
|
|
Loss on extinguishment
of debt
|
|
—
|
|
|
—
|
|
|
60,256
|
|
|
—
|
|
Non-cash equity-based
compensation expense
|
|
3,315
|
|
|
2,790
|
|
|
2,754
|
|
|
3,873
|
|
Adjusted
EBITDA
|
|
324,359
|
|
|
343,984
|
|
|
257,676
|
|
|
249,115
|
|
Add: Net cash
(received) paid on settled derivative
instruments(3)
|
|
(6,071)
|
|
|
17,518
|
|
|
3,494
|
|
|
(1,017)
|
|
Adjusted EBITDA
excluding hedges
|
$
|
318,288
|
|
$
|
361,502
|
|
$
|
261,170
|
|
$
|
248,098
|
|
________________
|
(1)
|
For the three months
ended September 30, 2024, transaction expenses includes $4.7
million in severance costs related to the departure of the
Company's former President and Chief Executive Officer on August
29, 2024; $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; and $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. 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 September 30, 2024, it includes an incremental
$13.5 million gain on the TLCS Divestiture due to the recognition
of contingent consideration as well as a $7.0 million increase in
fair value of a service credit acquired via the QuarterNorth
Acquisition. 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 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
September 30, 2024
|
|
Reconciliation of
Adjusted EBITDA to Adjusted Free Cash Flow (before changes in
working capital):
|
|
|
Adjusted
EBITDA
|
$
|
324,359
|
|
Capital
expenditures
|
|
(118,922)
|
|
Plugging &
abandonment
|
|
(35,946)
|
|
Decommissioning
obligations settled
|
|
(1,766)
|
|
Interest
expense
|
|
(46,275)
|
|
Adjusted Free Cash Flow
(before changes in working capital)
|
|
121,450
|
|
|
($
thousands)
|
Three Months
Ended
September 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)
|
$
|
227,466
|
|
(Increase) decrease in
operating assets and liabilities
|
|
(7,198)
|
|
Capital
expenditures(2)
|
|
(118,923)
|
|
Decommissioning
obligations settled
|
|
(1,766)
|
|
Transaction and other
(income) expenses(3)
|
|
6,425
|
|
Decommissioning
obligations(4)
|
|
2,725
|
|
Amortization of
deferred financing costs and original issue discount
|
|
(1,846)
|
|
Income tax
benefit
|
|
18,111
|
|
Other
adjustments
|
|
(3,544)
|
|
Adjusted Free Cash Flow
(before changes in working capital)
|
|
121,450
|
|
________________
|
(1)
|
Includes settlement of
asset retirement obligations.
|
(2)
|
Includes accruals and
excludes acquisitions.
|
(3)
|
Transaction expenses
includes $1.4 million in costs related to the QuarterNorth
acquisition, inclusive of nil in severance expense for the three
months ended September 30, 2024. Other income (expense)
includes restructuring expenses, cost saving initiatives and other
miscellaneous income and expenses that we do not view as a
meaningful indicator of our operating performance.
|
(4)
|
Estimated
decommissioning obligations were a result of working interest
partners or counterparties of divestiture transactions that were
unable to perform the required abandonment obligations due to
bankruptcy or insolvency.
|
Reconciliation of Net Income to Adjusted Net Income (Loss)
and Adjusted Earnings per Share
"Adjusted Net Income (Loss)" and "Adjusted
Earnings per Share" are to provide management and investors
with (i) important supplemental indicators of the operational
performance of our business, (ii) additional criteria for
evaluating our performance relative to our peers and (iii)
supplemental information to investors about certain material
non-cash and/or other items that may not continue at the same level
in the future. Adjusted Net Income (Loss) and Adjusted Earnings per
Share have limitations as analytical tools and should not be
considered in isolation or as a substitute for analysis of our
results as reported under GAAP or as an alternative to net income
(loss), operating income (loss), earnings per share or any other
measure of financial performance presented in accordance with
GAAP.
Adjusted Net Income (Loss). Net income (loss) plus
accretion expense, transaction related costs, derivative fair value
(gain) loss, net cash receipts (payments) on settled derivative
instruments and non-cash equity-based compensation expense.
Adjusted Earnings per Share. Adjusted Net Income (Loss)
divided by the number of common shares.
|
Three Months Ended
September 30, 2024
|
|
($ thousands, except
per share amounts)
|
|
|
Basic per
Share
|
|
Diluted per
Share
|
|
Reconciliation of
Net Income (Loss) to Adjusted Net Income (Loss):
|
|
|
|
|
|
|
Net Income
(loss)
|
$
|
88,173
|
|
$
|
0.49
|
|
$
|
0.49
|
|
Transaction and other
(income) expenses(1)
|
|
(17,687)
|
|
$
|
(0.10)
|
|
$
|
(0.10)
|
|
Decommissioning
obligations(2)
|
|
2,725
|
|
$
|
0.02
|
|
$
|
0.02
|
|
Derivative fair value
(gain) loss(3)
|
|
(126,291)
|
|
$
|
(0.70)
|
|
$
|
(0.70)
|
|
Net cash received on
paid derivative instruments(3)
|
|
6,071
|
|
$
|
0.03
|
|
$
|
0.03
|
|
Non-cash income tax
benefit
|
|
18,111
|
|
$
|
0.10
|
|
$
|
0.10
|
|
Non-cash equity-based
compensation expense
|
|
3,315
|
|
$
|
0.02
|
|
$
|
0.02
|
|
Adjusted Net Income
(Loss)(4)
|
$
|
(25,583)
|
|
$
|
(0.14)
|
|
$
|
(0.14)
|
|
|
|
|
|
|
|
|
Weighted average common
shares outstanding at September 30, 2024:
|
|
|
|
|
|
|
Basic
|
|
180,204
|
|
|
|
|
|
Diluted
|
|
180,561
|
|
|
|
|
|
________________
|
(1)
|
Transaction expenses
includes $1.4 million in costs related to the QuarterNorth
acquisition, inclusive of nil in severance expense for the three
months ended September 30, 2024.
|
(2)
|
Estimated
decommissioning obligations were a result of working interest
partners or counterparties of divestiture transactions that were
unable to perform the required abandonment obligations due to
bankruptcy or insolvency.
|
(3)
|
The adjustments for the
derivative fair value (gain) loss and net cash receipts (payments)
on settled derivative instruments have the effect of adjusting net
income (loss) for changes in the fair value of derivative
instruments, which are recognized at the end of each accounting
period because we do not designate commodity derivative instruments
as accounting hedges. This results in reflecting commodity
derivative gains and losses within Adjusted Net Income (Loss) on an
unrealized basis during the period the derivatives
settled.
|
(4)
|
The per share impacts
reflected in this table were calculated independently and may not
sum to total adjusted basic and diluted EPS due to
rounding.
|
Reconciliation of Total Debt to Net Debt and Net Debt to LTM
Adjusted EBITDA
We believe the presentation of Net Debt, LTM Adjusted EBITDA,
Net Debt to LTM Adjusted EBITDA and Net Debt to Pro Forma
LTM Adjusted EBITDA is important to provide management and
investors with additional important information to evaluate our
business. These measures are widely used by investors and ratings
agencies in the valuation, comparison, rating and investment
recommendations of companies.
Net Debt. Total Debt principal minus cash and cash
equivalents.
Net Debt to LTM Adjusted EBITDA. Net Debt divided by
the LTM Adjusted EBITDA.
($
thousands)
|
September 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
|
|
125,000
|
|
Total Debt
|
|
1,375,000
|
|
Less: Cash and cash
equivalents
|
|
(45,542)
|
|
Net Debt
|
$
|
1,329,458
|
|
|
|
|
Calculation of LTM
Adjusted EBITDA:
|
|
|
Adjusted EBITDA for
three months period ended September 30, 2023
|
$
|
249,115
|
|
Adjusted EBITDA for
three months period ended December 31, 2023
|
|
257,676
|
|
Adjusted EBITDA for
three months period ended March 31, 2024
|
|
343,984
|
|
Adjusted EBITDA for
three months period ended June 30, 2024
|
|
324,359
|
|
LTM Adjusted
EBITDA
|
$
|
1,175,134
|
|
|
|
|
Acquired Assets
Adjusted EBITDA:
|
|
|
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
|
$
|
228,553
|
|
|
|
|
Pro Forma LTM Adjusted
EBITDA
|
$
|
1,403,687
|
|
|
|
|
Reconciliation of
Net Debt to Pro Forma LTM Adjusted EBITDA:
|
|
|
Net Debt / Pro Forma
LTM Adjusted EBITDA(1)
|
0.9x
|
|
________________
|
(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 1.0x.
|
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multimedia:https://www.prnewswire.com/news-releases/talos-energy-announces-third-quarter-2024-operational-and-financial-results-302301778.html
SOURCE Talos Energy