Talos Energy Announces First Quarter 2020 Financial And Operational Results As Well As Updated 2020 Guidance

Talos Energy Announces First Quarter 2020 Financial And Operational Results As Well As Updated 2020 Guidance

PR Newswire

HOUSTON, May 7, 2020

HOUSTON, May 7, 2020 /PRNewswire/ -- Talos Energy Inc. ("Talos," or the "Company") (NYSE: TALO) today announced its financial and operational results for the first quarter of 2020, provided an operations update and updated its 2020 guidance. Results for the first quarter of 2020 include one month of results from the Company's recent acquisitions of affiliates of ILX Holdings, among other entities (the "Acquired Assets," the "Acquisition," or the "Transaction"), which closed on February 28, 2020.

Key Highlights:

 

(1)

Adjusted Net Income, Adjusted Earnings per Share, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Credit Facility LTM Adjusted EBITDA and Net Debt to LTM Adjusted EBITDA are non-GAAP financial measures. See "Supplemental Non-GAAP Information" below for additional detail and reconciliations of GAAP to non-GAAP measures.

President and Chief Executive Officer Timothy S. Duncan commented: "Talos generated strong results in the first quarter of 2020, with solid production, healthy margins and material free cash flow. We've expanded our asset base and are beginning to realize the benefits of our recently-closed acquisition in March. However, the end of the quarter also brought unforeseen and unprecedented challenges to our industry, from the COVID-19 virus, the impact of a sudden and historic drop in global oil demand and concerns from Saudi Arabia and Russia oversupply in the early moments of the crisis. Despite these challenges, I'm proud of how we have responded and how we are maintaining the health of our Company."

"First and foremost, we have kept our workforce safe with robust onboard screening and social distancing measures for our offshore workers while also having our corporate employees work from home. Second, we instituted cost cutting measures that provide material reductions from our initial 2020 guidance and our pro forma 2019 cost structure. We have reduced our 2020 capital program by approximately 40% and our operating and overhead cost structure by approximately 15% compared to pro forma 2019 levels, and we expect those levels to continue to improve throughout the year. We also increased the size of our hedge book, with approximately 80% of the mid-point of our updated 2020 oil production guidance hedged over the full year at a weighted average price for the remainder of the year of $47.29/bbl. The projects remaining in our capital program this year aim to utilize our infrastructure to continue to generate attractive economics even in the current commodity environment, continue to lower our unit operating cost structure and add collateral value as we move into the second half of the year."

Duncan continued: "Although we expect the second quarter to be difficult for everyone in the oil and gas sector, we are positioning Talos to have a strong second half of 2020 and beyond. We will be prepared for whichever direction the commodity market turns, and we believe we will have positive free cash flow in 2020, inclusive of our hedges, in the current commodity price environment. I remain confident in our ability to create value during uncertain times."

RECENT DEVELOPMENTS AND OPERATIONS UPDATE

Closing of Transformative Acquisition of U.S. Gulf of Mexico Properties
On February 28, 2020, Talos closed the acquisition of affiliates of ILX Holdings, among other entities. The preferred shares issued upon closing as a portion of the consideration automatically converted into 11.0 million common shares and are included in the 65.3 million common shares currently outstanding. For purposes of calculating basic and diluted earnings per common share, the 11.0 million common shares were considered outstanding as of February 28, 2020. Results for the first quarter of 2020 include approximately one month of impact from the Acquired Assets.

Health and Safety Response to COVID-19
At Talos, the number one priority is the health and safety of its employees, contractors, and the public. In response to the COVID-19 outbreak, Talos began implementing measures to ensure the health and safety of its employees and the safe continuation of operations. To date, the Company has had zero confirmed cases among its portfolio of 27 operated, manned platforms, validating the success of recently-implemented additional screening processes for offshore workforce prior to mobilizing to facilities, as well as daily temperature monitoring for all the over 400 offshore workers during their shifts offshore. Talos has also required office workers to work from home until restrictions are lifted. The Company is also working with contractors and suppliers to ensure critical supplies and resources are readily available with limited operational interruptions. Talos is fully committed to doing everything it can to keep the community and employees healthy and safe during this crisis.

Revised 2020 Operational and Financial Guidance
In response to recent events related to COVID-19 and the associated macro-economic impact, Talos has taken aggressive action to reduce operating and capital costs and to accelerate previously planned maintenance, where possible, to May and June, leading to various shut-ins in our operated assets. Additionally, the dramatic drop in oil price has led to a series of voluntary shut-ins in the second quarter in our non-operated assets. As a result, Talos has adjusted its previously-issued 2020 operational and financial guidance to reflect these revisions.

During the second quarter of 2020, Talos expects production shut-ins as a result of accelerated planned maintenance and facilities projects as well as shut-ins of both operated and non-operated production as a result of the current commodity price environment. Talos expects shut-in impacts to second quarter production of approximately 12.5 – 13.5 MBoe/d for the quarter, including 6.0 – 7.0 MBoe/d of accelerated planned maintenance and facilities-related shut-ins. The Company has not yet encountered any required production shut-ins resulting from midstream or storage capacity constraints. The Company's estimates are based on currently available information and may materially change subsequently with future events. Talos will continue to evaluate voluntary production shut-ins as market conditions evolve and remains in close dialogue with partners, purchasers and other operators regarding production planning.

Talos's updated guidance reflects over $30 million of further reductions between operating and capital costs from the Company's March 23rd guidance as a result of lower service costs and improved operating efficiencies. The Company continues to monitor the market environment and will respond accordingly as conditions evolve moving forward. Based on the Company's best estimates as of today, reflected in the updated guidance below, Talos expects to generate positive full-year 2020 free cash flow, inclusive of the Company's hedge book, at current strip prices.

The following table reflects Talos's expected updated guidance ranges for production and expenses as compared to the Company's initial guidance released February 18, 2020:



Original Guidance

Cumulative
Reduction

Updated Guidance



Low

High

Low

High

Production

Oil (MMBbl)

17.0

18.0

(1.5)

15.5

16.5

Natural Gas (Bcf)

35.0

36.0

(2.5)

32.5

33.5

NGL (MMBbl)

1.6

1.7

(0.2)

1.4

1.5

Total (MMBoe)

24.4

25.7

(2.1)

22.3

23.6

Avg Daily Production (MBoe/d)

66.8

70.2

(5.8)

61.0

64.4

Cash Expenses

(US$ million)

Cash Operating Expenses(4)(5)

$300

$325

($25)

$275

$300

G&A(5)(6)

$70

$75

($13)

$57

$62

Capex (US$ million)

Capital Expenditures(5)(7)(8)

$520

$545

($165)

$355

$380

Total Expenses (US$ million)

$890

$945

($203)

$687

$742

Drilling and Exploration Activities – U.S. Gulf of Mexico

Drilling and Exploration Activities – Mexico

 

FIRST QUARTER 2020 RESULTS


Key Financial Highlights:


Period results ($ million):





Total Revenues(2)


$

187.8


Net Income


$

157.7


Net Income per diluted share


$

2.69


Adjusted Net Income(1)


$

15.6


Adjusted Earnings per diluted share(1)


$

0.27


Adjusted EBITDA(1)


$

147.6


Capital Expenditures (including Plug & Abandonment)


$

73.2


Adjusted EBITDA Margin(1):





Adjusted EBITDA (% of Revenue - Operations)



81

%

Adjusted EBITDA per Boe


$

27.92


Production, Realized Prices and Revenue
Production for the first quarter of 2020 was 5.3 MMBoe, with oil production accounting for 70% of the total. Oil price realizations, net of certain gathering, transportation, quality differentials and other costs, were $44.72 per barrel, before hedges. Figures include one month of impact from the Acquired Assets.



Three Months ended
March 31, 2020


Production volumes





Oil production volume (MBbls)



3,726


Natural Gas production volume (MMcf)



7,042


NGL production volume (MBbls)



387


Total production volume (MBoe)



5,287







Average net daily production volumes





Oil (MBbl/d)



40.9


Natural Gas (MMcf/d)



77.4


NGL (MBbl/d)



4.3


Total average net daily (MBoe/d)



58.1







Average realized prices (excluding hedges)(3)





Oil ($/Bbl)


$

44.72


Natural Gas ($/Mcf)



1.69


NGL ($/Bbl)



11.11


Average Realized Price ($/Boe)


$

34.58







Average NYMEX prices





WTI ($/Bbl)


$

45.34


Henry Hub ($/MMBtu)


$

1.90







Revenues ($ million)





Oil


$

166.6


Natural Gas



11.9


NGL



4.3


Revenue – Operations


$

182.8


Other revenue



4.9


Total revenues


$

187.8


 



Three Months ended March 31, 2020



Production


% Oil


% Liquids


% Operated

Average net daily production volumes by Core Area (MBoe/d)
































Green Canyon Area



20.1



79

%



87

%



96

%

Mississippi Canyon Area



22.3



79

%



86

%



75

%

Shelf and Gulf Coast



15.7



47

%



54

%



78

%

Total average net daily (MBoe/d)



58.1



70

%



78

%



83

%

Expenses
Total lease operating expenses ("LOE"), inclusive of workover and maintenance and insurance costs for the quarter were $58.2 million or $11.02/Boe. As reported, general and administrative expenses ("G&A") for the quarter were $27.5 million, including $1.6 million of stock-based compensation and $7.8 million of transaction-related expenses. Excluding these non-cash and one-time expenses, G&A for the quarter was $18.1 million, or $3.42/Boe.



Three Months
ended

March 31, 2020



Per Boe


Lease Operating Expenses


$

58.2



$

11.02


General & Administrative Expenses (excludes non-cash and transaction expenses)


$

18.1



$

3.42


Other Financial Metrics
Capital Expenditures & Asset Management Activities
Capital expenditures for the quarter were $73.2 million, inclusive of plugging & abandonment costs. Expenditures for the quarter included a $7.6 million seismic change in control payment related to the Company's transaction with Stone Energy Corporation.



Three Months ended
March 31, 2020


Capital Expenditures





U.S. Drilling & Completions


$

36.3


Mexico Appraisal & Exploration



0.7


Asset Management



7.9


Seismic and G&G / Land / Capitalized G&A



22.0


Total Capital Expenditures


$

66.9


Plugging & Abandonment



6.3


Total Capital Expenditures and Plugging & Abandonment


$

73.2


Liquidity & Debt
As of March 31, 2020, Talos had a liquidity position of $593.4 million, including $486.4 million available under the Bank Credit Facility and approximately $107.0 million of cash. The Company also had approximately $1,108.6 million in total debt, inclusive of $75.5 million related to the HP-I finance lease. LTM Adjusted EBITDA(1) for the twelve month period ended March 31, 2020 was $668.1 million. Net Debt to LTM Adjusted EBITDA(1) ratio was 1.5x. Inclusive of eleven months of Acquired Assets contribution, Net Debt to Credit Facility LTM Adjusted EBITDA(1), as determined in accordance with the Company's credit agreement, would have been 1.2x..

Footnotes:

(1)

Adjusted Net Income, Adjusted Earnings per Share, Adjusted EBITDA, Adjusted EBITDA Margin, Credit Facility LTM Adjusted EBITDA and Net Debt to LTM Adjusted EBITDA are non-GAAP financial measures. See "Supplemental Non-GAAP Information" below for additional detail and reconciliations of GAAP to non-GAAP measures.

(2)

Includes $4.9 million of federal royalty refund.

(3)

Average realized prices are net of certain gathering, transportation, quality differentials and other costs.

(4)

Includes all lease operating and workover and maintenance expenses.

(5)

Includes insurance costs.

(6)

Excludes non-cash stock based compensation.

(7)

Includes Plugging & Abandonment.

(8)

Excludes acquisitions.

HEDGES

The following table reflects the current contracted volumes and weighted average prices the Company will receive under the terms of its derivative contracts, including contracts entered into following the end of the quarter:



Instrument
Type


Avg. Daily
Volume


Weighted
Avg. Swap
Price


Weighted
Avg. Put
Price


Weighted
Avg. Call
Price

Crude-WTI




(Bbls)


(Per Bbl)


(Per Bbl)


(Per Bbl)

  April - December 2020


Swaps


32,324


$             46.87


NA


NA

  April - December 2020


Collars


5,000


NA


$            50.00


$            57.09

  January - December 2021


Swaps


6,230


$             42.76


NA


NA

  January - December 2021


Collars


1,000


NA


$            30.00


$            40.00












Crude-LLS











  January - December 2021


Swaps


1,000


$             33.50


NA


NA












Natural Gas-HH NYMEX




(MMBtu)


(Per MMBtu)


(Per MMBtu)


(Per MMBtu)

  April - December 2020


Swaps


39,382


$               2.27


NA


NA

  January - December 2021


Swaps


30,000


$               2.40


NA


NA

  January - December 2021


Collars


5,000


NA


$              2.50


$              3.10

CONFERENCE CALL AND WEBCAST INFORMATION

Talos will host an earnings conference call, which will be broadcast live over the internet, tomorrow, Thursday, May 7, 2020 at 11:30 AM Eastern Time. Listeners can access the earnings conference call live over the Internet through a webcast link on the Company's website at: https://www.talosenergy.com/investors. Alternatively, the conference call can be accessed by dialing 1-888-348-8927 (U.S. toll-free), 1-855-669-9657 (Canada toll-free) or 1-412-902-4263 (International). Please dial in approximately 10 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 through May 14, 2020 and can be accessed by dialing 1-877-344-7529 and using access code 10143385.

ABOUT TALOS ENERGY

Talos Energy (NYSE: TALO) is a technically driven independent exploration and production company focused on safely and efficiently maximizing cash flows and long-term value through its operations, currently in the United States Gulf of Mexico and offshore Mexico. As one of the U.S. Gulf of Mexico's largest public independent producers, we leverage decades of geology, geophysics and offshore operations expertise towards the acquisition, exploration, exploitation and development of assets in key geological trends that are present in many offshore basins around the world. Our activities in offshore Mexico provide high impact exploration opportunities in an oil rich emerging basin. For more information, visit www.talosenergy.com.

INVESTOR RELATIONS CONTACT

Sergio Maiworm
+1.713.328.3008
investor@talosenergy.com

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

This communication may contain "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. 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 "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. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.

We caution you that 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, including the sharp decline in oil prices beginning in March 2020, the impact of the coronavirus disease 2019 ("COVID-19") and governmental measures related thereto on global demand for oil and natural gas and on the operations of our business, the ability or willingness of the Organization of Petroleum Exporting Countries ("OPEC") and non-OPEC countries, such as Saudi Arabia and Russia, to set and maintain oil production levels and the impact of any such actions, lack of transportation and storage capacity as a result of oversupply, government regulations and actions or other factors, inflation, lack of availability of drilling and production equipment and services, environmental risks, drilling and other operating risks, 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, the possibility that the anticipated benefits of recent acquisitions are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of such acquisitions, and other factors that may affect our future results and business, generally, including those discussed under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, to be filed with the SEC subsequent to the issuance of this communication.

Should one or more of these risks 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, 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, to reflect events or circumstances after the date of this communication.

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, hurricanes 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.

Talos Energy Inc.

Condensed Consolidated Balance Sheets

(In thousands, except per share amounts)




March 31, 2020



December 31, 2019




(Unaudited)






ASSETS









Current assets:









Cash and cash equivalents


$

106,952



$

87,022


Accounts receivable









Trade, net



81,027




107,842


Joint interest, net



32,894




16,552


Other



36,556




6,346


Assets from price risk management activities



192,553




8,393


Prepaid assets



50,273




65,877


Other current assets



2,046




1,952


Total current assets



502,301




293,984


Property and equipment:









Proved properties



4,538,100




4,066,260


Unproved properties, not subject to amortization



277,050




194,532


Other property and equipment



31,966




29,843


Total property and equipment



4,847,116




4,290,635


Accumulated depreciation, depletion and amortization



(2,158,566)




(2,065,023)


Total property and equipment, net



2,688,550




2,225,612


Other long-term assets:









Assets from price risk management activities



8,794





Other well equipment inventory



9,178




7,732


Operating lease assets



7,590




7,779


Other assets



21,774




54,375


Total assets


$

3,238,187



$

2,589,482


LIABILITIES AND STOCKHOLDERS' EQUITY









Current liabilities:









Accounts payable


$

58,750



$

71,357


Accrued liabilities



138,271




154,816


Accrued royalties



24,631




31,729


Current portion of asset retirement obligations



38,028




61,051


Liabilities from price risk management activities



4,286




19,476


Accrued interest payable



22,257




10,249


Current portion of operating lease liabilities



1,613




1,594


Other current liabilities



20,918




20,180


Total current liabilities



308,754




370,452


Long-term liabilities:









Long-term debt, net of discount and deferred financing costs



1,033,162




732,981


Asset retirement obligations



387,868




308,427


Liabilities from price risk management activities



1,898




511


Operating lease liabilities



19,138




17,239


Other long-term liabilities



92,470




81,595


Total liabilities



1,843,290




1,511,205


Commitments and contingencies (Note 11)









Stockholders' Equity:









Preferred stock, $0.01 par value; 30,000,000 shares authorized and no shares issued or outstanding as of March 31, 2020 and December 31, 2019







Common stock $0.01 par value; 270,000,000 shares authorized; 65,342,273 and 54,197,004 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively



652




542


Additional paid-in capital



1,504,903




1,346,142


Accumulated deficit



(110,658)




(268,407)


Total stockholders' equity



1,394,897




1,078,277


Total liabilities and stockholders' equity


$

3,238,187



$

2,589,482


 

Talos Energy Inc.

Condensed Consolidated Statements of Operations

(In thousands, except per common share amounts)




Three Months Ended March 31,




2020



2019


Revenues:









Oil revenue


$

166,624



$

155,679


Natural gas revenue



11,898




14,447


NGL revenue



4,301




5,066


Other



4,941




3,521


Total revenue



187,764




178,713


Operating expenses:









Lease operating expense



58,241




67,959


Production taxes



249




582


Depreciation, depletion and amortization



93,543




64,587


Write-down of oil and natural gas properties



57





Accretion expense



12,417




9,607


General and administrative expense



27,469




17,609


Total operating expenses



191,976




160,344


Operating income



(4,212)




18,369


Interest expense



(25,850)




(25,218)


Price risk management activities income (expense)



243,217




(109,579)


Other income (expense)



(146)




433


Net income (loss) before income taxes



213,009




(115,995)


Income tax benefit (expense)



(55,260)




6,359


Net income (loss)


$

157,749



$

(109,636)











Net income (loss) per common share:









Basic


$

2.71



$

(2.02)


Diluted


$

2.69



$

(2.02)


Weighted average common shares outstanding:









Basic



58,240




54,156


Diluted



58,572




54,156


 

Talos Energy Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)




Three Months Ended March 31,




2020



2019


Cash flows from operating activities:









Net income (loss)


$

157,749



$

(109,636)


Adjustments to reconcile net income (loss) to net cash provided by operating activities









Depreciation, depletion, amortization and accretion expense



105,960




74,194


Write-down of oil and natural gas properties and other well inventory



190





Amortization of deferred financing costs and original issue discount



1,466




1,188


Equity based compensation, net of amounts capitalized



1,627




1,259


Price risk management activities expense (income)



(243,217)




109,579


Net cash received (paid) on settled derivative instruments



36,460




(3,019)


Settlement of asset retirement obligations



(6,302)




(3,945)


Changes in operating assets and liabilities:









Accounts receivable



(11,578)




2,305


Other current assets



18,467




11,370


Accounts payable



(18,547)




(8,284)


Other current liabilities



13,337




(25,933)


Other non-current assets and liabilities, net



54,620




(7,956)


Net cash provided by operating activities



110,232




41,122


Cash flows from investing activities:









Exploration, development and other capital expenditures



(83,588)




(102,396)


Cash (paid for) acquisitions, net of cash acquired



(293,095)




(32,916)


Net cash (used in) investing activities



(376,683)




(135,312)


Cash flows from financing activities:









Redemption of Senior Notes and other long-term debt






(109)


Proceeds from Bank Credit Facility



300,000




35,000


Repayment of Bank Credit Facility






(25,000)


Deferred financing costs



(1,285)





Other deferred payments



(7,575)




(6,575)


Payments of finance lease



(4,049)




(3,311)


Employee stock transactions



(710)





Net cash provided by financing activities



286,381




5











Net increase (decrease) in cash, cash equivalents and restricted cash



19,930




(94,185)


Cash, cash equivalents and restricted cash:









Balance, beginning of period



87,022




141,162


Balance, end of period


$

106,952



$

46,977











Supplemental Non-Cash Transactions:









Capital expenditures included in accounts payable and accrued liabilities


$

66,712



$

134,722


Supplemental Cash Flow Information:









Interest paid, net of amounts capitalized


$

4,906



$

4,614


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 are "Adjusted Net Income," "Adjusted Earnings per Share," "EBITDA," "Adjusted EBITDA," "Adjusted EBITDA excluding hedges," "Adjusted EBITDA Margin," "Adjusted EBITDA Margin excluding hedges," "Free Cash Flow," "Cash-Based G&A," "Net Debt," "LTM Adjusted EBITDA" and "Net Debt to LTM Adjusted EBITDA." These disclosures 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 Net Income (Loss) to EBITDA and Adjusted EBITDA
"EBITDA" and "Adjusted EBITDA" are to 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, loss on debt extinguishment, transaction related costs, derivative fair value (gain) loss, net cash receipts (payments) on settled derivatives, non-cash (gain) loss on sale of assets, non-cash write-down of other well equipment inventory and non-cash equity-based compensation expense.  

We also present Adjusted EBITDA excluding hedges and as a percentage of revenue to further analyze our business, which are outlined below:

Adjusted EBITDA Margin. EBITDA divided by Revenue, as a percentage. It is also defined as Adjusted EBITDA divided by the total production volume, expressed in Boe, in the period, and described as dollar per Boe. We believe the presentation of Adjusted EBITDA Margin is important to provide management and investors with information about how much we retain in Adjusted EBITDA terms as compared to the revenue we generate and how much per barrel we generate after accounting for certain operational and corporate costs.

The following table presents a reconciliation of the GAAP financial measure of net income (loss) to EBITDA, Adjusted EBITDA, Adjusted EBITDA excluding hedges, Adjusted EBITDA Margins and Adjusted EBITDA Margins excluding hedges for each of the periods indicated (in thousands, except for Boe, $/Boe and percentage data):


















($ thousands, except per Boe)


Three
Months
ended
March 31,
2020



Three
Months
ended
December
31, 2019



Three
Months
ended
September
30, 2019



Three
Months
ended

June 30,
2019


Reconciliation of net income (loss) to Adjusted EBITDA:

















Net income (loss)


$

157,749



$

304



$

73,297



$

94,764


Interest expense



25,850




24,574




23,123




24,932


Income tax expense (benefit)



55,260




(36,569)




790




5,997


Depreciation, depletion and amortization



93,543




97,413




88,125




95,806


Accretion expense



12,417




7,521




7,316




9,945


EBITDA



344,819




93,243




192,651




231,444


Write-down of oil and natural gas properties



57




(1,557)




1,417




12,361


Loss on debt extinguishment



-




132




-




-


Transaction related costs



7,758




4,111




146




710


Derivative fair value (gain) loss(1)



(243,217)




59,508




(43,760)




(29,990)


Net cash receipts (payments) on settled derivative instruments(1)



36,460




(1,618)




5,360




(9,543)


Non-cash gain on sale of assets



-




-




-




-


Non-cash write-down of other well equipment inventory



133




165




-




-


Non-cash equity-based compensation expense



1,627




1,800




1,944




1,961


Adjusted EBITDA



147,637




155,784




157,758




206,943


Net cash receipts (payments) on settled derivative instruments(1)



(36,460)




1,618




(5,360)




9,543


Adjusted EBITDA excluding hedges



111,177




157,402




152,398




216,486


Production and Revenue:

















Boe(2)



5,287




4,966




4,843




5,369


Revenue - Operations



182,823




233,240




227,828




278,299


Adjusted EBITDA margin and Adjusted EBITDA excl hedges margin:

















Adjusted EBITDA divided by Revenue - Operations (%)



81

%



67

%



69

%



74

%

Adjusted EBITDA per Boe(2)


$

27.92



$

31.37



$

32.57



$

38.54




(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 a cash 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 Free Cash Flow
We believe the presentation of Free Cash Flow is important to provide investors with additional important information to evaluate our business. These measures are widely used by investors in the valuation, comparison, rating and investment recommendations of companies. Please see "Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA" above.






($ thousands, except per share amounts)


Three Months ended
March 31, 2020


Reconciliation of Adjusted EBITDA to Free Cash Flow





Adjusted EBITDA



147,637


Less: Capital Expenditures and Plugging & Abandonment



(73,200)


Less: Interest Expense



(25,850)


Free Cash Flow



48,587


Reconciliation of Net Income (Loss) to Adjusted Net Income and Adjusted Earnings per Share
"Adjusted Net Income" 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 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. 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 divided by the number of common shares.

($ thousands, except per share amounts)


Three Months ended
March 31, 2020


Reconciliation of Net Income to Adjusted Net Income:





Net Income


$

157,749


Transaction related costs



7,758


Derivative fair value (gain) loss(1)



(243,217)


Net cash receipts (payments) on settled derivative instruments(1)



36,460


Non-cash income tax expense



55,260


Non-cash equity-based compensation expense



1,627


Adjusted Net Income


$

15,637







Weighted average common shares outstanding at March 31, 2020:





Basic



58,240


Diluted



58,572







Net Income per common share (Loss Per Share):





Basic


$

2.71


Diluted


$

2.69







Adjusted Net Income per common share (Adjusted Earnings Per Share):





Basic


$

0.27


Diluted


$

0.27




(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 Net Income on a cash basis during the period the derivatives settled.

Reconciliation of Total Debt to Net Debt and Net Debt to LTM Adjusted EBITDA and Credit Facility LTM Adjusted EBITDA
We believe the presentation of Net Debt, LTM Adjusted EBITDA, Credit Facility LTM Adjusted EBITDA, Net Debt to LTM Adjusted EBITDA and Net Debt to Credit Facility 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 of the Company plus the Finance Lease balance minus Cash.

Net Debt to LTM Adjusted EBITDA. Net Debt divided by the LTM Adjusted EBITDA.

Net Debt to Credit Facility LTM Adjusted EBITDA. Net Debt divided by the Credit Facility LTM Adjusted EBITDA.

Reconciliation of Net Debt ($ thousands) at March 31, 2020:





Debt principal


$

1,033,162


Finance lease



75,486


Total Debt



1,108,648


Less: Cash and cash equivalent



(106,952)


Net Debt


$

1,001,696







Calculation of LTM EBITDA:





Adjusted EBITDA for three months period ended June 30, 2019


$

206,943


Adjusted EBITDA for three months period ended September 30, 2019



157,758


Adjusted EBITDA for three months period ended December 31, 2019



155,784


Adjusted EBITDA for three months period ended March 31, 2020



147,637


LTM Adjusted EBITDA



668,122


   Acquired Assets Revenue Less Direct Operating Expenditures



184,362


Credit Facility LTM Adjusted EBITDA


$

852,484







Reconciliation of Net Debt to LTM Adjusted EBITDA and Credit Facility LTM Adjusted EBITDA:





Net Debt / LTM Adjusted EBITDA



1.5


Net Debt / Credit Facility LTM Adjusted EBITDA



1.2


The Adjusted EBITDA information included in this communication provides additional relevant information to our investors and creditors. Talos needs to comply with a financial covenant included in its Bank Credit Facility that requires it to maintain a Net Debt to Credit Facility LTM Adjusted EBITDA ratio, as determined in accordance with the Company's credit agreement, equal to or lower than 3.0x. For purposes of covenant compliance, Credit Facility LTM Adjusted EBITDA, with certain adjustments, is calculated as the sum of quarterly Adjusted EBITDA for the 12-month period ended on that quarter, inclusive of revenue less direct operating expenditures of the Acquired Assets for periods prior to closing of the Transaction.

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