Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 26, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | TALO | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NYSE | |
Entity Registrant Name | Talos Energy Inc. | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-38497 | |
Entity Tax Identification Number | 82-3532642 | |
Entity Address, Address Line One | 333 Clay Street | |
Entity Address, Address Line Two | Suite 3300 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77002 | |
City Area Code | 713 | |
Local Phone Number | 328-3000 | |
Entity Central Index Key | 0001724965 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 82,570,328 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 64,490 | $ 69,852 |
Accounts receivable | ||
Trade, net | 150,099 | 173,241 |
Joint interest, net | 42,259 | 28,165 |
Other, net | 9,450 | 18,062 |
Assets from price risk management activities | 27,389 | 967 |
Prepaid assets | 76,397 | 48,042 |
Other current assets | 1,894 | 1,674 |
Total current assets | 371,978 | 340,003 |
Property and equipment: | ||
Proved properties | 5,522,951 | 5,232,479 |
Unproved properties, not subject to amortization | 213,802 | 219,055 |
Other property and equipment | 30,601 | 29,091 |
Total property and equipment | 5,767,354 | 5,480,625 |
Accumulated depreciation, depletion and amortization | (3,387,124) | (3,092,043) |
Total property and equipment, net | 2,380,230 | 2,388,582 |
Other long-term assets: | ||
Assets from price risk management activities | 19,540 | 2,770 |
Equity method investments | 2,121 | 0 |
Other well equipment inventory | 27,043 | 17,449 |
Operating lease assets | 5,518 | 5,714 |
Other assets | 6,936 | 12,297 |
Total assets | 2,813,366 | 2,766,815 |
Current liabilities: | ||
Accounts payable | 109,964 | 85,815 |
Accrued liabilities | 189,743 | 130,459 |
Accrued royalties | 45,476 | 59,037 |
Current portion of long-term debt | 0 | 6,060 |
Current portion of asset retirement obligations | 65,613 | 60,311 |
Liabilities from price risk management activities | 99,180 | 186,526 |
Accrued interest payable | 17,537 | 37,542 |
Current portion of operating lease liabilities | 1,885 | 1,715 |
Other current liabilities | 26,930 | 33,061 |
Total current liabilities | 556,328 | 600,526 |
Long-term liabilities: | ||
Long-term debt, net of discount and deferred financing costs | 652,108 | 956,667 |
Asset retirement obligations | 387,651 | 373,695 |
Liabilities from price risk management activities | 7,126 | 13,938 |
Operating lease liabilities | 14,895 | 16,330 |
Other long-term liabilities | 39,915 | 45,006 |
Total liabilities | 1,658,023 | 2,006,162 |
Commitments and Contingencies (Note 10) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value; 30,000,000 shares authorized and no shares issued or outstanding as of September 30, 2022 and December 31, 2021 | 0 | 0 |
Common stock $0.01 par value; 270,000,000 shares authorized; 82,570,328 and 81,881,477 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 826 | 819 |
Additional paid-in capital | 1,692,316 | 1,676,798 |
Accumulated deficit | (537,799) | (916,964) |
Total stockholdersʼ equity | 1,155,343 | 760,653 |
Total liabilities and stockholdersʼ equity | $ 2,813,366 | $ 2,766,815 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 30,000,000 | 30,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 270,000,000 | 270,000,000 |
Common stock, shares issued | 82,570,328 | 81,881,477 |
Common stock, shares outstanding | 82,570,328 | 81,881,477 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | ||||
Total revenues | $ 377,128 | $ 290,909 | $ 1,309,779 | $ 861,585 |
Operating expenses: | ||||
Lease operating expense | 81,760 | 70,034 | 229,156 | 208,675 |
Production taxes | 955 | 764 | 2,670 | 2,539 |
Depreciation, depletion and amortization | 92,323 | 88,596 | 295,174 | 290,094 |
Accretion expense | 13,179 | 13,668 | 42,400 | 44,110 |
General and administrative expense | 25,289 | 20,427 | 70,742 | 58,993 |
Other operating (income) expense | (366) | 5,081 | 12,142 | 6,864 |
Total operating expenses | 213,140 | 198,570 | 652,284 | 611,275 |
Operating income | 163,988 | 92,339 | 657,495 | 250,310 |
Interest expense | (29,265) | (32,390) | (91,531) | (100,036) |
Price risk management activities income (expense) | 114,180 | (81,479) | (231,133) | (405,604) |
Equity method investment income | 991 | 0 | 14,599 | 0 |
Other income (expense) | 692 | 4,475 | 31,991 | (7,916) |
Net income (loss) before income taxes | 250,586 | (17,055) | 381,421 | (263,246) |
Income tax benefit (expense) | (121) | 364 | (2,256) | (718) |
Net income | $ 250,465 | $ (16,691) | $ 379,165 | $ (263,964) |
Net income (loss) per common share: | ||||
Basic | $ 3.03 | $ (0.20) | $ 4.60 | $ (3.23) |
Diluted | $ 2.99 | $ (0.20) | $ 4.54 | $ (3.23) |
Weighted average common shares outstanding: | ||||
Basic | 82,576 | 81,901 | 82,406 | 81,721 |
Diluted | 83,818 | 81,901 | 83,438 | 81,721 |
Oil | ||||
Revenues | ||||
Revenues | $ 295,585 | $ 246,208 | $ 1,078,800 | $ 743,759 |
Natural Gas | ||||
Revenues | ||||
Revenues | 68,360 | 31,723 | 181,747 | 86,088 |
NGL | ||||
Revenues | ||||
Revenues | $ 13,183 | $ 12,978 | $ 49,232 | $ 31,738 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at Dec. 31, 2020 | $ 926,601 | $ 813 | $ 1,659,800 | $ (734,012) |
Balance, shares at Dec. 31, 2020 | 81,279,989 | |||
Equity-based compensation | 15,148 | 15,148 | ||
Equity-based compensation tax withholdings | (3,161) | (3,161) | ||
Equity-based compensation stock issuances | $ 6 | (6) | ||
Equity-based compensation stock issuances, shares | 601,488 | |||
Net income (loss) | (263,964) | (263,964) | ||
Balance at Sep. 30, 2021 | 674,624 | $ 819 | 1,671,781 | (997,976) |
Balance, shares at Sep. 30, 2021 | 81,881,477 | |||
Balance at Jun. 30, 2021 | 686,421 | $ 819 | 1,666,887 | (981,285) |
Balance, shares at Jun. 30, 2021 | 81,872,498 | |||
Equity-based compensation | 4,936 | 4,936 | ||
Equity-based compensation tax withholdings | (42) | (42) | ||
Equity-based compensation stock issuances | $ 0 | 0 | ||
Equity-based compensation stock issuances, shares | 8,979 | |||
Net income (loss) | (16,691) | (16,691) | ||
Balance at Sep. 30, 2021 | 674,624 | $ 819 | 1,671,781 | (997,976) |
Balance, shares at Sep. 30, 2021 | 81,881,477 | |||
Balance at Dec. 31, 2021 | $ 760,653 | $ 819 | 1,676,798 | (916,964) |
Balance, shares at Dec. 31, 2021 | 81,881,477 | 81,881,477 | ||
Equity-based compensation | $ 20,128 | 20,128 | ||
Equity-based compensation tax withholdings | (4,603) | (4,603) | ||
Equity-based compensation stock issuances | $ 7 | (7) | ||
Equity-based compensation stock issuances, shares | 688,851 | |||
Net income (loss) | 379,165 | 379,165 | ||
Balance at Sep. 30, 2022 | $ 1,155,343 | $ 826 | 1,692,316 | (537,799) |
Balance, shares at Sep. 30, 2022 | 82,570,328 | 82,570,328 | ||
Balance at Jun. 30, 2022 | $ 897,510 | $ 825 | 1,684,949 | (788,264) |
Balance, shares at Jun. 30, 2022 | 82,541,345 | |||
Equity-based compensation | 7,495 | 7,495 | ||
Equity-based compensation tax withholdings | (127) | (127) | ||
Equity-based compensation stock issuances | $ 1 | (1) | ||
Equity-based compensation stock issuances, shares | 28,983 | |||
Net income (loss) | 250,465 | 250,465 | ||
Balance at Sep. 30, 2022 | $ 1,155,343 | $ 826 | $ 1,692,316 | $ (537,799) |
Balance, shares at Sep. 30, 2022 | 82,570,328 | 82,570,328 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 379,165 | $ (263,964) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities | ||
Depreciation, depletion, amortization and accretion expense | 337,574 | 334,204 |
Amortization of deferred financing costs and original issue discount | 10,614 | 10,085 |
Equity-based compensation expense | 11,677 | 8,294 |
Price risk management activities expense | 231,133 | 405,604 |
Net cash paid on settled derivative instruments | (368,483) | (189,252) |
Equity method investment income | (14,599) | 0 |
Loss on extinguishment of debt | 0 | 13,225 |
Settlement of asset retirement obligations | (60,304) | (58,001) |
Loss (gain) on sale of assets | 390 | (677) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 23,783 | 29,078 |
Other current assets | (28,576) | (16,598) |
Accounts payable | 16,677 | (1,591) |
Other current liabilities | (6,682) | 16,395 |
Other non-current assets and liabilities, net | 6,559 | 846 |
Net cash provided by operating activities | 538,928 | 287,648 |
Cash flows from investing activities: | ||
Exploration, development and other capital expenditures | (209,592) | (211,580) |
Cash paid for acquisitions, net of cash acquired | (3,500) | (5,399) |
Proceeds from sale of property and equipment, net | 1,690 | 4,826 |
Contributions to equity method investees | (2,250) | 0 |
Proceeds from sale of equity method investment | 15,000 | 0 |
Net cash used in investing activities | (198,652) | (212,153) |
Cash flows from financing activities: | ||
Issuance of senior notes | 0 | 600,500 |
Redemption of senior notes and other long-term debt | (6,060) | (356,803) |
Proceeds from Bank Credit Facility | 35,000 | 75,000 |
Repayment of Bank Credit Facility | (350,000) | (315,000) |
Deferred financing costs | (211) | (26,991) |
Other deferred payments | 0 | (7,921) |
Payments of finance lease | (19,764) | (15,925) |
Employee stock awards tax withholdings | (4,603) | (3,161) |
Net cash used in financing activities | (345,638) | (50,301) |
Net increase (decrease) in cash and cash equivalents | (5,362) | 25,194 |
Cash and cash equivalents: | ||
Balance, beginning of period | 69,852 | 34,233 |
Balance, end of period | 64,490 | 59,427 |
Supplemental non-cash transactions: | ||
Capital expenditures included in accounts payable and accrued liabilities | 78,191 | 72,802 |
Supplemental cash flow information: | ||
Interest paid, net of amounts capitalized | $ 89,187 | $ 64,603 |
Organization, Nature of Busines
Organization, Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Nature of Business and Basis of Presentation | Not e 1 — Organization, Nature of Business and Basis of Presentation Organization and Nature of Business Talos Energy Inc. (the “Parent Company”) is a Delaware corporation originally incorporated on November 14, 2017 . On May 10, 2018 , the Parent Company consummated a combination between Talos Energy LLC and Stone Energy Corporation (“Stone”). Talos Energy LLC, which was the acquirer of Stone for financial reporting and accounting purposes, was formed in 2011 and commenced commercial operations on February 6, 2013 . The Parent Company conducts all business operations through its operating subsidiaries, owns no operating assets and has no material operations, cash flows or liabilities independent of its subsidiaries. The Parent Company’s common stock is traded on The New York Stock Exchange under the ticker symbol “TALO.” The Parent Company (including its subsidiaries, collectively “Talos” or the “Company”) is a technically driven independent exploration and production company focused on safely and efficiently maximizing long-term value through its operations, currently in the United States (“U.S.”) and offshore Mexico both through upstream oil and gas exploration and production and the development of carbon capture and sequestration (“CCS”) opportunities. The Company leverages decades of technical and offshore operational expertise in the acquisition, exploration and development of assets in key geological trends that are present in many offshore basins around the world. With a focus on environmental stewardship, the Company also utilizes its expertise to explore opportunities to reduce industrial emissions through the Company’s CCS initiatives both in and along the coast of the U.S. Gulf of Mexico. Basis of Presentation and Consolidation The Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the SEC regarding interim financial reporting. Accordingly, certain information and disclosures normally included in complete financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, these financial statements include all adjustments, which unless otherwise disclosed, are of a normal recurring nature, necessary for a fair presentation of the financial position, results of operations, cash flows and changes in equity for the periods presented. The results for interim periods are not necessarily indicative of results for the entire year. The unaudited financial statements and related notes included in this Quarterly Report should be read in conjunction with the Company’s audited Consolidated Financial Statements and accompanying notes included in the 2021 Annual Report. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Certain reclassifications have been made to the prior year’s presentation to conform to the current year’s presentation. Amounts previously included as income in “Other” within “Revenues and Other” on the Condensed Consolidated Statements of Operations are now reflected in “Other operating (income) expense” as a component of “Total operating expenses” on the Condensed Consolidated Statements of Operations. Segments The Company has two operating segments: (i) exploration and production of oil, natural gas and NGLs (“Upstream Segment”) and (ii) CCS (“CCS Segment”). The Upstream Segment is the Company’s only reportable segment. The legal entities included in the CCS Segment have been designated as unrestricted, non-guarantor subsidiaries of the Company for purposes of the Bank Credit Facility (as defined in Note 4 — Financial Instruments ) and indenture governing the senior notes. The following table presents the CCS Segment asset information (in thousands): September 30, 2022 Current assets $ 17,500 Non-current assets 2,587 Total assets $ 20,087 The following table presents the CCS Segment income statement information for the respective periods (in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Revenues $ — $ — Operating expenses ( 325 ) ( 8,130 ) Equity method investment income (1) 916 14,594 Other income 29 29 Net income $ 620 $ 6,493 (1) The CCS Segment reported a gain related to the partial sale of the Company’s interest in Bayou Bend CCS LLC (“Bayou Bend”) during the three and nine months ended September 30, 2022, respectively. See Note 9 — Related Party Transactions for further information. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Oil and Gas Property [Abstract] | |
Property, Plant and Equipment | Note 2 — Property, Plant and Equipment Proved Properties During the three and nine months ended September 30, 2022 and 2021, the Company’s ceiling test computations did no t result in a write-down of its U.S. oil and natural gas properties. At September 30, 2022, the Company’s ceiling test computation was based on SEC pricing of $ 93.61 per Bbl of oil, $ 6.56 per Mcf of natural gas and $ 35.94 per Bbl of NGLs. Asset Retirement Obligations The asset retirement obligations included in the Condensed Consolidated Balance Sheets in current and non-current liabilities, and the changes in that liability were as follows (in thousands): Asset retirement obligations at December 31, 2021 $ 434,006 Obligations incurred 78 Obligations settled ( 60,304 ) Obligations divested ( 1,572 ) Accretion expense 42,400 Changes in estimate 38,656 Asset retirement obligations at September 30, 2022 $ 453,264 Less: Current portion at September 30, 2022 65,613 Long-term portion at September 30, 2022 $ 387,651 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Note 3 — Leases The Company has operating leases principally for office space, drilling rigs, compressors and other equipment necessary to support the Company’s operations. Additionally, the Company has a finance lease related to the use of the Helix Producer I (the “HP-I”), a dynamically positioned floating production facility that interconnects with the Phoenix Field through a production buoy. The HP-I is utilized in the Company’s oil and natural gas development activities and the right-of-use asset was capitalized and included in proved property and depleted as part of the full cost pool. Once items are included in the full cost pool, they are indistinguishable from other proved properties. The capitalized costs within the full cost pool are amortized over the life of the total proved reserves using the unit-of-production method, computed quarterly. Costs associated with the Company’s leases are either expensed or capitalized depending on how the underlying asset is utilized. The lease costs described below are presented on a gross basis and do not represent the Company’s net proportionate share of such amounts. A portion of these costs have been or may be billed to other working interest owners. The Company’s share of these costs is included in property and equipment, lease operating expense or general and administrative expense, as applicable. The components of lease costs were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Finance lease cost - interest on lease liabilities $ 1,386 $ 2,749 $ 5,179 $ 9,017 Operating lease cost, excluding short-term (1) 568 702 1,703 2,138 Short-term lease cost (2) 12,982 14,541 24,838 32,393 Variable lease cost (3) 363 350 1,088 994 Total lease cost $ 15,299 $ 18,342 $ 32,808 $ 44,542 (1) Operating lease cost reflect a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. (2) Short-term lease costs are reported at gross amounts and primarily represent costs incurred for drilling rigs, most of which are short-term contracts not recognized as a right-of-use asset and lease liability on the Condensed Consolidated Balance Sheets. (3) Variable lease costs primarily represent differences between minimum payment obligations and actual operating charges incurred by the Company related to its long-term leases. The present value of the fixed lease payments recorded as the Company’s right-of-use asset and liability, adjusted for initial direct costs and incentives were as follows (in thousands): September 30, 2022 December 31, 2021 Operating leases: Operating lease assets $ 5,518 $ 5,714 Current portion of operating lease liabilities $ 1,885 $ 1,715 Operating lease liabilities 14,895 16,330 Total operating lease liabilities $ 16,780 $ 18,045 Finance leases: Proved property $ 124,299 $ 124,299 Other current liabilities $ 20,458 $ 27,083 Other long-term liabilities — 13,138 Total finance lease liabilities $ 20,458 $ 40,221 The table below presents the supplemental cash flow information related to leases (in thousands): Nine Months Ended September 30, 2022 2021 Operating cash outflow from finance leases $ 5,179 $ 9,017 Operating cash outflow from operating leases $ 2,776 $ 2,946 Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 1,020 |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Financial Instruments [Abstract] | |
Financial Instruments | Note 4 — Financial Instruments As of September 30, 2022 and December 31, 2021, the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate their fair values because of the short-term nature of these instruments. Debt Instruments The following table presents the carrying amounts, net of discount and deferred financing costs, and estimated fair values of the Company’s debt instruments (in thousands): September 30, 2022 December 31, 2021 Carrying Fair Carrying Fair 12.00 % Second-Priority Senior Secured Notes – January 2026 $ 597,570 $ 678,438 $ 588,838 $ 685,945 7.50 % Senior Notes – due May 2022 $ — $ — $ 6,060 $ 6,145 Bank Credit Facility – matures November 2024 $ 54,538 $ 60,000 $ 367,829 $ 375,000 The carrying value of the senior notes are presented net of the original issue discount and deferred financing costs. Fair value is estimated (representing a Level 1 fair value measurement) using quoted secondary market trading prices. The carrying amount of the Company’s bank credit facility, as amended and restated (the “Bank Credit Facility”), is presented net of deferred financing costs. The fair value of the Bank Credit Facility is estimated based on the outstanding borrowings under the Bank Credit Facility since it is secured by the Company’s reserves and the interest rates are variable and reflective of market rates (representing a Level 2 fair value measurement). Oil and Natural Gas Derivatives The Company attempts to mitigate a portion of its commodity price risk and stabilize cash flows associated with sales of oil and natural gas production. The Company is currently utilizing oil and natural gas swaps and costless collars. Swaps are contracts where the Company either receives or pays depending on whether the oil or natural gas floating market price is above or below the contracted fixed price. Costless collars consist of a purchased put option and a sold call option with no net premiums paid to or received from counterparties. Collar contracts typically require payments by the Company if the NYMEX average closing price is above the ceiling price or payments to the Company if the NYMEX average closing price is below the floor price. The following table presents the impact that derivatives, not designated as hedging instruments, had on its Condensed Consolidated Statements of Operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net cash paid on settled derivative instruments $ ( 81,162 ) $ ( 71,634 ) $ ( 368,483 ) $ ( 189,252 ) Unrealized gain (loss) 195,342 ( 9,845 ) 137,350 ( 216,352 ) Price risk management activities income $ 114,180 $ ( 81,479 ) $ ( 231,133 ) $ ( 405,604 ) The following tables reflect the contracted volumes and weighted average prices under the terms of the Company's derivative contracts as of September 30, 2022: Swap Contracts Production Period Settlement Index Average Daily Weighted Average Crude oil: (Bbls) (per Bbl) October 2022 – December 2022 NYMEX WTI CMA 19,326 $ 55.05 January 2023 – December 2023 NYMEX WTI CMA 14,863 $ 72.18 January 2024 – September 2024 NYMEX WTI CMA 3,989 $ 76.59 Natural gas: (MMBtu) (per MMBtu) October 2022 – December 2022 NYMEX Henry Hub 44,000 $ 4.21 January 2023 – December 2023 NYMEX Henry Hub 26,395 $ 3.76 January 2024 – June 2024 NYMEX Henry Hub 10,000 $ 3.25 Collar Contracts Production Period Settlement Index Average Weighted Weighted Crude oil: (Bbls) (per Bbl) (per Bbl) July 2023 – September 2023 NYMEX WTI CMA 2,000 $ 75.00 $ 90.43 January 2024 – March 2024 NYMEX WTI CMA 2,000 $ 70.00 $ 88.00 Natural gas: (MMBtu) (per MMBtu) (per MMBtu) January 2023 – December 2023 NYMEX Henry Hub 10,000 $ 5.25 $ 8.46 January 2024 – December 2024 NYMEX Henry Hub 10,000 $ 4.00 $ 6.90 The following tables provide additional information related to financial instruments measured at fair value on a recurring basis (in thousands): September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Oil and natural gas derivatives $ — $ 46,929 $ — $ 46,929 Liabilities: Oil and natural gas derivatives — ( 106,306 ) — ( 106,306 ) Total net liability $ — $ ( 59,377 ) $ — $ ( 59,377 ) December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Oil and natural gas derivatives $ — $ 3,737 $ — $ 3,737 Liabilities: Oil and natural gas derivatives — ( 200,464 ) — ( 200,464 ) Total net liability $ — $ ( 196,727 ) $ — $ ( 196,727 ) Financial Statement Presentation Derivatives are classified as either current or non-current assets or liabilities based on their anticipated settlement dates. Although the Company has master netting arrangements with its counterparties, the Company presents its derivative financial instruments on a gross basis in its Condensed Consolidated Balance Sheets. The following table presents the fair value of derivative financial instruments as well as the potential effect of netting arrangements on the Company's recognized derivative asset and liability amounts (in thousands): September 30, 2022 December 31, 2021 Assets Liabilities Assets Liabilities Oil and natural gas derivatives: Current $ 27,389 $ 99,180 $ 967 $ 186,526 Non-current 19,540 7,126 2,770 13,938 Total gross amounts presented on balance sheet 46,929 106,306 3,737 200,464 Less: Gross amounts not offset on the balance sheet 44,708 44,708 3,737 3,737 Net amounts $ 2,221 $ 61,598 $ — $ 196,727 Credit Risk The Company is subject to the risk of loss on its financial instruments as a result of nonperformance by counterparties pursuant to the terms of their contractual obligations. The Company has entered into International Swaps and Derivative Association agreements with counterparties to mitigate this risk. The Company also maintains credit policies with regard to its counterparties to minimize overall credit risk. These policies require (i) the evaluation of potential counterparties’ financial condition to determine their credit worthiness; (ii) the regular monitoring of counterparties’ credit exposures; (iii) the use of contract language that affords the Company netting or set off opportunities to mitigate exposure risk; and (iv) potentially requiring counterparties to post cash collateral, parent guarantees, or letters of credit to minimize credit risk. The Company’s assets and liabilities from commodity price risk management activities at September 30, 2022 represent derivative instruments from nine counterparties; all of which are registered swap dealers that have an “investment grade” (minimum Standard & Poor’s rating of BBB- or better) credit rating, and all of which are parties under the Company’s Bank Credit Facility. The Company enters into derivatives directly with these counterparties and, subject to the terms of the Company’s Bank Credit Facility, is not required to post collateral or other securities for credit risk in relation to the derivative activities. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 5 — Debt A summary of the detail comprising the Company’s debt and the related book values for the respective periods presented is as follows (in thousands): September 30, 2022 December 31, 2021 12.00 % Second-Priority Senior Secured Notes – due January 2026 $ 650,000 $ 650,000 7.50 % Senior Notes – due May 2022 — 6,060 Bank Credit Facility – matures November 2024 (1) 60,000 375,000 Total debt, before discount and deferred financing cost 710,000 1,031,060 Discount and deferred financing cost ( 57,892 ) ( 68,333 ) Total debt, net of discount and deferred financing costs (2) 652,108 962,727 Less: Current portion of long-term debt — 6,060 Long-term debt, net of discount and deferred financing costs $ 652,108 $ 956,667 (1) As of September 30, 2022 , the Company had outstanding borrowings at a weighted average interest rate of 6.16 %. (2) At September 30, 2022 , the Company was in compliance with all debt covenants. 7.50% Senior Notes On May 31, 2022 , the 7.50 % Senior Notes matured and were redeemed at an aggregate principal of $ 6.1 million plus accrued and unpaid interest. Bank Credit Facility The Company maintains the Bank Credit Facility with a syndicate of financial institutions. The Bank Credit Facility provides for the determination of the borrowing base based on the Company’s proved producing reserves and a portion of the Company's proved undeveloped reserves. The borrowing base is redetermined by the lenders at least semi-annually during the second quarter and fourth quarter of each year. On May 4, 2022, the Company entered into a (i) Borrowing Base Redetermination Agreement and Eighth Amendment to Credit Agreement (the “Eighth Amendment”) and (ii) Incremental Agreement of Increasing Lenders (“Incremental Agreement”). The Eighth Amendment and the Incremental Agreement, among other things, (i) increased the borrowing base from $ 950.0 million to $ 1.1 billion and (ii) increased the commitments from $ 791.3 million to $ 806.3 million. The Bank Credit Facility no longer bears interest at the applicable London InterBank Offered Rate plus the applicable margin. Interest under the Bank Credit Facility accrues at the Company’s option either at an alternate base rate (“ABR”) plus the applicable margin (“ABR Loans”), an adjusted term secured overnight financing rate (“SOFR”) plus the applicable margin (“Term Benchmark Loans”) or adjusted daily simple SOFR plus the applicable margin (“RFR Loans”). The ABR is based on the greater of (a) the prime rate, (b) a federal funds rate plus 0.5 % or (c) the adjusted term SOFR for a one-month interest period plus 1.00 %. The adjusted term SOFR is equal to the term SOFR for each applicable tenor (e.g., one-month, three-months, six-months, and twelve-months) calculated and published by the CME Group Inc. plus 0.10 %. The adjusted daily simple SOFR is equal to the overnight SOFR calculated and published by the Federal Reserve Bank of New York plus 0.10 %. The applicable margin, which is based on the borrowing base utilization percentage, ranges from 2.00 % to 3.00 % for ABR Loans and 3.00 % to 4.00 % for Term Benchmark Loans and RFR Loans. |
Employee Benefits Plans and Sha
Employee Benefits Plans and Share-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Employee Benefits Plans and Share-Based Compensation | Note 6 — Employee Benefits Plans and Share-Based Compensation Long Term Incentive Plans Restricted Stock Units (“RSUs”) — The following table summarizes RSU activity under the Talos Energy Inc. 2021 Long Term Incentive Plan (the “2021 LTIP”) for the nine months ended September 30, 2022: RSUs Weighted Average Unvested RSUs at December 31, 2021 1,983,199 $ 13.02 Granted 2,297,465 $ 13.23 Vested ( 967,269 ) $ 14.14 Forfeited ( 63,599 ) $ 14.05 Unvested RSUs at September 30, 2022 (1) 3,249,796 $ 12.82 (1) As of September 30, 2022 , 25,257 of the unvested RSUs were accounted for as liability awards in “Accrued liabilities” on the Condensed Consolidated Balance Sheet. Performance Share Units (“PSUs”) — The following table summarizes PSU activity under the 2021 LTIP for the nine months ended September 30, 2022: PSUs Weighted Average Unvested PSUs at December 31, 2021 1,015,459 $ 16.41 Granted (1) 629,666 $ 23.73 Forfeited ( 16,486 ) $ 17.48 Cancelled ( 975,564 ) $ 16.42 Unvested PSUs at September 30, 2022 653,075 $ 23.42 (1) There were 314,833 PSUs granted that are eligible to vest based on continued employment and the Company’s annualized absolute total shareholder return (“TSR”) over a three-year performance period. An additional 314,833 PSUs were granted and are eligible to vest based on continued employment and the Company’s return (“PVI”) on the wells included in the 2022 drill program over a three-year performance period. The actual number of PSUs earned ranges between 0 % and 200 % depending on actual performance over the performance period. For the PVI PSUs, the Company recognizes compensation cost if and when the Company concludes that it is probable that the performance condition will be achieved. The Company reassesses the probability of achieving the performance conditions at each reporting date. The following table summarizes the assumptions used in the Monte Carlo simulations to calculate the fair value of the absolute TSR PSUs granted at the date indicated: 2022 Grant Grant September 20 March 5 Expected term (in years) 2.3 2.8 Expected volatility 74.3 % 82.2 % Risk-free interest rate 3.9 % 1.6 % Dividend yield — % — % Fair value (in thousands) $ 621 $ 8,668 Modification — During March 2022, the outstanding PSUs held by certain executive officers that were awarded in 2020 and 2021 were cancelled and, in connection with this cancellation, 1,147,352 of RSUs were granted (the “Retention RSUs”). The Retention RSUs will vest ratably each year over two years, generally contingent upon continued employment through each such date. The cancellation of the PSUs along with the concurrent grant of the Retention RSUs are accounted for as a modification. The incremental cost of $ 9.7 million will be recognized prospectively over the modified requisite service period. Additionally, the remaining unrecognized fair value of the original PSUs will be recognized over the original remaining requisite service period. Share-based Compensation Costs Share-based compensation costs associated with RSUs, PSUs and other awards are reflected as “General and administrative expense,” on the Condensed Consolidated Statements of Operations, net amounts capitalized to “Proved Properties,” on the Condensed Consolidated Balance Sheets. Because of the non-cash nature of share-based compensation, the expensed portion of share-based compensation is added back to net income in arriving at “Net cash provided by operating activities” on the Condensed Consolidated Statements of Cash Flows. The following table presents the amount of costs expensed and capitalized (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Share-based compensation costs $ 7,626 $ 4,993 $ 20,597 $ 15,534 Less: Amounts capitalized to oil and gas 3,316 2,380 8,920 7,240 Total share-based compensation expense $ 4,310 $ 2,613 $ 11,677 $ 8,294 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 — Income Taxes The Company is a corporation that is subject to U.S. federal, state and foreign income taxes. For the three months ended September 30, 2022, the Company recognized an income tax expense of $ 0.1 million for an effective tax rate of 0.0 %. The Company’s effective tax rate of 0.0 % is different than the U.S. federal statutory income tax rate of 21 % primarily due to recording a valuation allowance for its deferred tax assets. For the three months ended September 30, 2021, the Company recognized an income tax benefit of $ 0.4 million for an effective tax rate of 2.1 %. The Company’s effective tax rate of 2.1 % is lower than the U.S. federal statutory income tax rate of 21 % primarily due to recording a valuation allowance for its deferred tax assets. For the nine months ended September 30, 2022, the Company recognized income tax expense of $ 2.3 million for an effective tax rate of 0.6 %. The Company’s effective tax rate of 0.6 % is lower than the U.S. federal statutory income tax rate of 21 % primarily due to recording a valuation allowance for its deferred tax assets. For the nine months ended September 30, 2021, the Company recognized an income tax expense of $ 0.7 million for an effective tax rate of negative 0.3 %. The difference between the Company’s effective tax rate of negative 0.3 % and federal statutory income tax rate of 21 % is primarily due to recording a valuation allowance for its deferred tax assets. The Company evaluates and updates the estimated annual effective income tax rate on a quarterly basis based on current and forecasted operating results and tax laws. Consequently, based upon the mix and timing of the Company’s actual earnings compared to annual projections, the effective tax rate may vary quarterly and may make quarterly comparisons not meaningful. The quarterly income tax provision is generally comprised of tax expense on income or benefit on loss at the most recent estimated annual effective tax rate. The tax effect of discrete items is recognized in the period in which they occur at the applicable statutory rate. Deferred income tax assets and liabilities are recorded related to net operating losses and temporary differences between the book and tax basis of assets and liabilities expected to produce deductions and income in the future. The Company reduces deferred tax assets by a valuation allowance when, based on estimates, it is more likely than not that a portion of those assets will not be realized in a future period. The deferred tax asset estimates are subject to revision, either up or down, in future periods based on new facts or circumstances. In evaluating the Company’s valuation allowance, the Company considers cumulative losses, the reversal of existing temporary differences, the existence of taxable income in carryback years, tax optimization planning and future taxable income for each of its taxable jurisdictions. The Company assesses the realizability of its deferred tax assets quarterly; changes to the Company’s assessment of its valuation allowance in future periods could materially impact its results of operations. As of September 30, 2022 , the Company maintains a full valuation allowance for U.S. federal, state and foreign net deferred tax assets. |
Income (Loss) Per Share
Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Note 8 — Income (Loss) Per Share Basic earnings per common share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Except when the effect would be antidilutive, diluted earnings per common share includes the impact of RSUs, PSUs and outstanding warrants. The warrants expired unexercised on February 28, 2021. The following table presents the computation of the Company’s basic and diluted income (loss) per share were as follows (in thousands, except for the per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net income (loss) $ 250,465 $ ( 16,691 ) $ 379,165 $ ( 263,964 ) Weighted average common shares outstanding — 82,576 81,901 82,406 81,721 Dilutive effect of securities 1,242 — 1,032 — Weighted average common shares outstanding — 83,818 81,901 83,438 81,721 Net income (loss) per common share: Basic $ 3.03 $ ( 0.20 ) $ 4.60 $ ( 3.23 ) Diluted $ 2.99 $ ( 0.20 ) $ 4.54 $ ( 3.23 ) Anti-dilutive potentially issuable securities 120 1,516 1,149 2,007 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9 — Related Party Transactions Apollo Funds and Riverstone Funds On February 3, 2012, Talos Energy LLC completed a transaction with funds and other alternative investment vehicles managed by Apollo Management VII, L.P. and Apollo Commodities Management, L.P., with respect to Series I (“Apollo Funds”), and entities controlled by or affiliated with Riverstone Energy Partners V, L.P. (“Riverstone Funds”) and members of management pursuant to which the Company received a private equity capital commitment. On January 3, 2022, the Apollo Funds ceased being a beneficial owner of more than five percent of the Company’s common stock. Riverstone Funds held 14.9 % of the Company’s common stock as of September 30, 2022. Whistler Acquisition On August 31, 2018 , the Company acquired Whistler Energy II, LLC from Whistler Energy II Holdco, LLC, an affiliate of the Apo llo Funds. A settlement agreement related to a dispute regarding the decommissioning obligation of a Deepwater well was executed in September 2021. During the three and nine months ended September 30, 2021 , the Company recognized a $ 4.4 million gain resulting from the settlement which is reflected in “Other income (expense)” on the Company’s Condensed Consolidated Statements of Operations. Registration Rights Agreements Riverstone Funds as well as ILX Holdings, LLC; ILX Holdings II, LLC; ILX Holdings III LLC and Castex Energy 2014, LLC, each a related party and an affiliate of the Riverstone Funds, are parties to an amended registration rights agreement relating to the registered resale of the Company’s common stock owned by such parties, a discussion of which is included in the accompanying Notes to the Consolidated Financial Statements in the 2021 Annual Report. The Company will bear all of the expenses incurred in connection with any offer and sale, while the selling stockholders will be responsible for paying underwriting fees, discounts and selling commissions. For the three and nine months ended September 30, 2022 , the Company did no t incur any such fees. For the three and nine months ended September 30, 2021 , fees incurred by the Company were nil and $ 0.4 million, respectively. In connection with the Company’s entry into a merger agreement on September 21, 2022 to acquire EnVen Energy Corporation (“EnVen”), a private operator in the Deepwater U.S. Gulf of Mexico, for $ 1.1 billion (the “EnVen Acquisition”, and such agreement, the “EnVen Merger Agreement”), the Company entered into a registration rights agreement (the “2022 Registration Rights Agreement”) with Adage Capital Partners, L.P. (“Adage”) and affiliated entities of Bain Capital, LP (“Bain”). Upon the successful closing of the EnVen Acquisition, it is expected that Adage and Bain will hold approximately 5.1 % and 15.2 %, respectively, of the Company’s outstanding shares of common stock. Pursuant to the 2022 Registration Rights Agreement, the Company grants to Adage and Bain certain demand, “piggy-back” and shelf registration rights with respect to the shares of the Company’s common stock to be received by such entities in the EnVen Acquisition, subject to certain customary thresholds and conditions. Additionally, the Company agrees to pay certain expenses of the parties incurred in connection with the exercise of their rights under such agreement and to indemnify them for certain securities law matters in connection with any registration statement filed pursuant thereto. The 2022 Registration Rights Agreement will become effective at the closing of the EnVen Acquisition. Amended and Restated Stockholders’ Agreement On May 10, 2018 , the Company entered into a Stockholders’ Agreement (the “Stockholders’ Agreement”) by and among the Company and the other parties thereto. On February 24, 2020 , the Company and the other parties thereto amended the Stockholders’ Agreement (the “Stockholders’ Agreement Amendment”). A discussion of the Stockholders’ Agreement Amendment is included in the accompanying Notes to Consolidated Financial Statements in the 2021 Annual Report. On March 29, 2022 , the Company and other parties thereto, entered into the Amended and Restated Stockholders’ Agreement, in connection with the resignation of certain members of the Company's Board of Directors (the “Amended and Restated Stockholders’ Agreement”). The Amended and Restated Stockholders’ Agreement, among other things, (i) terminates the rights of the Apollo Funds under the Stockholders’ Agreement and (ii) eliminates the requirement that the Board of Directors consist of ten members. The Riverstone Funds have agreed to vote their shares of the Company’s common stock in favor of any nominee designated and nominated for election to the Board of Directors in accordance with the terms of the Amended and Restated Stockholders’ Agreement and in a manner consistent with the recommendation of the Nominating and Governance Committee with respect to all other nominees. In connection with the pending EnVen Acquisition, the Company and the Riverstone Funds have agreed to terminate the Amended and Restated Stockholders’ Agreement, which will eliminate the Riverstone Funds’ designation rights with respect to the Company’s Board of Directors. Subsequent to the termination of the Amended and Restated Stockholders’ Agreement, the Riverstone Funds’ present designee to the Company’s Board of Directors, Mr. Robert M. Tichio, will immediately tender his resignation. The termination of the Amended and Restated Stockholders’ Agreement is contingent upon the successful closing of the EnVen Acquisition. Riverstone Support Agreement In connection with the pending EnVen Acquisition, the Company, EnVen and the Riverstone Funds entered into a support agreement pursuant to which the Riverstone Funds have agreed, among other things, to (i) vote all shares of Company common stock beneficially owned (a) in favor of the share issuance to EnVen equityholders, (b) in favor of the amendment and/or restatement of the Company’s organizational documents as necessary or appropriate to reflect the termination of the Amended and Restated Stockholders’ Agreement, (c) in favor of any other proposals necessary or appropriate in connection with the EnVen Acquisition and (d) against, among other things, (A) any Acquisition Proposal (as defined in the Merger Agreement) with respect to the Company and (B) any other proposal that could reasonably be expected to materially impede or delay the EnVen Acquisition or result in a breach of any representation or covenant of the Company under the EnVen Merger Agreement (as defined herein), (ii) terminate the Amended and Restated Stockholders’ Agreement, and (iii) cause Mr. Tichio to resign from the Company’s Board of Directors, in each case of the foregoing clauses (ii) and (iii), effective immediately prior to, but conditioned on, the occurrence of the closing of the EnVen Acquisition. Legal Fees The Company has engaged the law firm Vinson & Elkins L.L.P. (“V&E”) to provide legal services. An immediate family member of William S. Moss III, the Company’s Executive Vice President and General Counsel and one of its executive officers, is a partner at V&E. For the three and nine months ended September 30, 2022 , the Company incurred fees for legal services performed by V&E of approximately $ 2.0 million and $ 3.5 million, respectively, of which $ 2.5 million was payable at period end. For the three and nine months ended September 30, 2021 , the Company incurred fees for legal services performed by V&E of approximately $ 1.1 million and $ 2.8 million, respectively, of which $ 1.9 million was payable at period end. Bayou Bend CCS LLC On March 8, 2022, the Company made a $ 2.3 million cash contribution for a 50 % membership interest in Bayou Bend. In May 2022, the Company sold a 25 % membership interest to Chevron U.S.A Inc. (“Chevron”) for upfront cash consideration of $ 15.0 million. Chevron also agreed to fund up to $ 10.0 million of contributions to Bayou Bend on the Company’s behalf, of which $ 1.4 million was funded during the three months ended September 30, 2022 . The Bayou Bend investment will be increased with an offsetting gain as the capital carry is funded by Chevron. The Company recognized a $ 1.4 million and $ 15.3 million gain on the partial sale of its investment in Bayou Bend during the three and nine months ended September 30, 2022, respectively, which is included in “Equity method investment income” on the Condensed Consolidated Statements of Operations. As of September 30, 2022 the Company owns a 25 % membership interest in Bayou Bend, which is a variable interest entity and accounted for using the equity method of accounting. Bayou Bend has a CCS site located offshore Jefferson County, Texas, near the Beaumont and Port Arthur, Texas industrial corridor that is in the early stages of development. The development of the Bayou Bend CCS hub project is currently being financed through equity contributions from its members. The Company’s maximum exposure to loss as result of its involvement with Bayou Bend is the carrying amount of its investment. Under an operating agreement, which was amended on May 24, 2022, the Company has agreed to provide certain services to facilitate Bayou Bend’s operations and to fulfill other general and administrative functions relating to the operation and management of Bayou Bend and its business. The Company will invoice Bayou Bend for reimbursement of direct and indirect general and administrative expenses incurred as well as all other direct out-of-pocket costs and expenses incurred or paid on behalf of Bayou Bend. The Company had a $ 0.5 million related party receivable from Bayou Bend as of September 30, 2022 . |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 — Commitments and Contingencies Performance Obligations Regulations with respect to the Company's operations govern, among other things, engineering and construction specifications for production facilities, safety procedures, plugging and abandonment of wells, removal of facilities in the U.S. Gulf of Mexico and certain obligations under the production sharing contracts with Mexico. As of September 30, 2022, the Company had secured performance bonds from third party sureties totaling $ 689.5 million . The cost of securing these bonds is reflected as “Interest expense” on the Condensed Consolidated Statements of Operations. Additionally, as of September 30, 2022, the Company had secured letters of credit issued under its Bank Credit Facility totaling $ 3.9 million . Letters of credit that are outstanding reduce the available revolving credit commitments. See Note 5 — Debt for further information on the Bank Credit Facility. Legal Proceedings and Other Contingencies From time to time, the Company is involved in litigation, regulatory examinations and administrative proceedings primarily arising in the ordinary course of business in jurisdictions in which the Company does business. Although the outcome of these matters cannot be predicted with certainty, the Company’s management believes none of these matters, either individually or in the aggregate, would have a material effect upon the Company’s financial position; however, an unfavorable outcome could have a material adverse effect on the Company’s results from operations for a specific interim period or year. On March 23, 2022, the Company entered into a settlement agreement to receive $ 27.5 million to resolve previously pending litigation, which was filed on October 23, 2017, against a third-party supplier related to quality issues. As part of the settlement agreement, the Company released all of its claims in the litigation. The settlement is reflected as “Other income (expense)” on the Condensed Consolidated Statements of Operations. Decommissioning Obligations The Company has divested various leases, wells and facilities located in the U.S. Gulf of Mexico where the purchasers typically assume all abandonment obligations acquired. Certain of these counterparties in these divestiture transactions or third parties in existing leases have filed for bankruptcy protection or undergone associated reorganizations and may not be able to perform required abandonment obligations. Under certain circumstances, regulations or federal laws could require the Company to assume such obligations. The Company recorded estimated decommissioning obligations of $ 0.1 million and $ 4.1 million during the three months ended September 30, 2022 and 2021 , respectively, and $ 10.6 million and $ 6.9 million during the nine months ended September 30, 2022 and 2021, respectively. These costs are reflected as “Other operating (income) expense” on the Condensed Consolidated Statements of Operations. As of September 30, 2022 and December 31, 2021 , the Company incurred obligations reflected as “Other current liabilities” of $ 3.3 million and $ 3.8 million, respectively, and obligations reflected as “Other long-term liabilities” of $ 29.2 million and $ 20.6 million, respectively, on the Condensed Consolidated Balance Sheets. Although it is reasonably possible that the Company could receive state or federal decommissioning orders in the future or be notified of defaulting third parties in existing leases, the Company cannot predict with certainty, if, how or when such orders or notices will be resolved or estimate a possible loss or range of loss that may result from such orders. However, the Company could incur judgments, enter into settlements or revise its opinion regarding the outcome of certain notices or matters, and such developments could have a material adverse effect on its results of operations in the period in which the amounts are accrued and its cash flows in the period in which the amounts are paid. Pending EnVen Acquisition Consideration for the EnVen Acquisition will consist of 43.8 million of the Company’s shares of common stock and $ 212.5 million in cash, subject to certain adjustments. The closing of the EnVen Acquisition is expected to occur by late December 2022 or early January 2023. If the EnVen Merger Agreement is terminated under certain specified circumstances, the Company may be required to pay EnVen a termination fee of $ 42.5 million (or $ 12.0 million in certain circumstances), or EnVen may be required to pay the Company a termination fee of $ 28.0 million. Subsequent Event — On October 21, 2022, Talos Production Inc. commenced a consent solicitation to obtain the requisite holders’ consent to certain amendments to the indenture governing the Company’s 12.00 % Second-Priority Senior Secured Notes due January 2026 (the “12.00% Notes”) to permit the incurrence of indebtedness with respect to EnVen’s 11.75 % Senior Secured Second Lien Notes due 2026. Subject to the terms and conditions of the consent solicitation, the Company offered holders of the 12.00% Notes, who have validly delivered (and did not validly revoke) their consents by October 27, 2022, consideration equal to 50 basis points times the principal amount of the 12.00% Notes held by such consenting holder, which the Company expects to pay upon the consummation of the EnVen Acquisition. In connection with the consent solicitation, Talos Production Inc. received consents from holders of 95.8 % of the aggregate principal amount of the 12.00% Notes. As a result, Talos Production Inc. entered into a second supplemental indenture to the indenture on October 27, 2022, which became effective upon its execution. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events 12.00% Notes Consent Solicitation For additional information, see Note 10 — Commitments and Contingencies . |
Organization, Nature of Busin_2
Organization, Nature of Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business, Basis of Presentation and Consolidation | Organization and Nature of Business Talos Energy Inc. (the “Parent Company”) is a Delaware corporation originally incorporated on November 14, 2017 . On May 10, 2018 , the Parent Company consummated a combination between Talos Energy LLC and Stone Energy Corporation (“Stone”). Talos Energy LLC, which was the acquirer of Stone for financial reporting and accounting purposes, was formed in 2011 and commenced commercial operations on February 6, 2013 . The Parent Company conducts all business operations through its operating subsidiaries, owns no operating assets and has no material operations, cash flows or liabilities independent of its subsidiaries. The Parent Company’s common stock is traded on The New York Stock Exchange under the ticker symbol “TALO.” The Parent Company (including its subsidiaries, collectively “Talos” or the “Company”) is a technically driven independent exploration and production company focused on safely and efficiently maximizing long-term value through its operations, currently in the United States (“U.S.”) and offshore Mexico both through upstream oil and gas exploration and production and the development of carbon capture and sequestration (“CCS”) opportunities. The Company leverages decades of technical and offshore operational expertise in the acquisition, exploration and development of assets in key geological trends that are present in many offshore basins around the world. With a focus on environmental stewardship, the Company also utilizes its expertise to explore opportunities to reduce industrial emissions through the Company’s CCS initiatives both in and along the coast of the U.S. Gulf of Mexico. Basis of Presentation and Consolidation The Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the SEC regarding interim financial reporting. Accordingly, certain information and disclosures normally included in complete financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, these financial statements include all adjustments, which unless otherwise disclosed, are of a normal recurring nature, necessary for a fair presentation of the financial position, results of operations, cash flows and changes in equity for the periods presented. The results for interim periods are not necessarily indicative of results for the entire year. The unaudited financial statements and related notes included in this Quarterly Report should be read in conjunction with the Company’s audited Consolidated Financial Statements and accompanying notes included in the 2021 Annual Report. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Certain reclassifications have been made to the prior year’s presentation to conform to the current year’s presentation. Amounts previously included as income in “Other” within “Revenues and Other” on the Condensed Consolidated Statements of Operations are now reflected in “Other operating (income) expense” as a component of “Total operating expenses” on the Condensed Consolidated Statements of Operations. |
Segments | Segments The Company has two operating segments: (i) exploration and production of oil, natural gas and NGLs (“Upstream Segment”) and (ii) CCS (“CCS Segment”). The Upstream Segment is the Company’s only reportable segment. The legal entities included in the CCS Segment have been designated as unrestricted, non-guarantor subsidiaries of the Company for purposes of the Bank Credit Facility (as defined in Note 4 — Financial Instruments ) and indenture governing the senior notes. The following table presents the CCS Segment asset information (in thousands): September 30, 2022 Current assets $ 17,500 Non-current assets 2,587 Total assets $ 20,087 The following table presents the CCS Segment income statement information for the respective periods (in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Revenues $ — $ — Operating expenses ( 325 ) ( 8,130 ) Equity method investment income (1) 916 14,594 Other income 29 29 Net income $ 620 $ 6,493 (1) The CCS Segment reported a gain related to the partial sale of the Company’s interest in Bayou Bend CCS LLC (“Bayou Bend”) during the three and nine months ended September 30, 2022, respectively. See Note 9 — Related Party Transactions for further information. |
Organization, Nature of Busin_3
Organization, Nature of Business and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table presents the CCS Segment asset information (in thousands): September 30, 2022 Current assets $ 17,500 Non-current assets 2,587 Total assets $ 20,087 The following table presents the CCS Segment income statement information for the respective periods (in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Revenues $ — $ — Operating expenses ( 325 ) ( 8,130 ) Equity method investment income (1) 916 14,594 Other income 29 29 Net income $ 620 $ 6,493 (1) The CCS Segment reported a gain related to the partial sale of the Company’s interest in Bayou Bend CCS LLC (“Bayou Bend”) during the three and nine months ended September 30, 2022, respectively. See Note 9 — Related Party Transactions for further information. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Oil and Gas Property [Abstract] | |
Schedule of Asset Retirement Obligations | The asset retirement obligations included in the Condensed Consolidated Balance Sheets in current and non-current liabilities, and the changes in that liability were as follows (in thousands): Asset retirement obligations at December 31, 2021 $ 434,006 Obligations incurred 78 Obligations settled ( 60,304 ) Obligations divested ( 1,572 ) Accretion expense 42,400 Changes in estimate 38,656 Asset retirement obligations at September 30, 2022 $ 453,264 Less: Current portion at September 30, 2022 65,613 Long-term portion at September 30, 2022 $ 387,651 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Components of Lease Costs | The components of lease costs were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Finance lease cost - interest on lease liabilities $ 1,386 $ 2,749 $ 5,179 $ 9,017 Operating lease cost, excluding short-term (1) 568 702 1,703 2,138 Short-term lease cost (2) 12,982 14,541 24,838 32,393 Variable lease cost (3) 363 350 1,088 994 Total lease cost $ 15,299 $ 18,342 $ 32,808 $ 44,542 (1) Operating lease cost reflect a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. (2) Short-term lease costs are reported at gross amounts and primarily represent costs incurred for drilling rigs, most of which are short-term contracts not recognized as a right-of-use asset and lease liability on the Condensed Consolidated Balance Sheets. (3) Variable lease costs primarily represent differences between minimum payment obligations and actual operating charges incurred by the Company related to its long-term leases. |
Schedule of Right-of-Use Asset and Liability, Adjusted for Initial Direct Costs and Incentives | The present value of the fixed lease payments recorded as the Company’s right-of-use asset and liability, adjusted for initial direct costs and incentives were as follows (in thousands): September 30, 2022 December 31, 2021 Operating leases: Operating lease assets $ 5,518 $ 5,714 Current portion of operating lease liabilities $ 1,885 $ 1,715 Operating lease liabilities 14,895 16,330 Total operating lease liabilities $ 16,780 $ 18,045 Finance leases: Proved property $ 124,299 $ 124,299 Other current liabilities $ 20,458 $ 27,083 Other long-term liabilities — 13,138 Total finance lease liabilities $ 20,458 $ 40,221 |
Supplemental Cash Flow Information Related to Leases | The table below presents the supplemental cash flow information related to leases (in thousands): Nine Months Ended September 30, 2022 2021 Operating cash outflow from finance leases $ 5,179 $ 9,017 Operating cash outflow from operating leases $ 2,776 $ 2,946 Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 1,020 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Financial Instruments [Abstract] | |
Schedule of Carrying Amounts and Estimated Fair Values of Financial Instruments | The following table presents the carrying amounts, net of discount and deferred financing costs, and estimated fair values of the Company’s debt instruments (in thousands): September 30, 2022 December 31, 2021 Carrying Fair Carrying Fair 12.00 % Second-Priority Senior Secured Notes – January 2026 $ 597,570 $ 678,438 $ 588,838 $ 685,945 7.50 % Senior Notes – due May 2022 $ — $ — $ 6,060 $ 6,145 Bank Credit Facility – matures November 2024 $ 54,538 $ 60,000 $ 367,829 $ 375,000 |
Schedule of Impact that Derivatives not Qualifying as Hedging Instruments in Condensed Consolidated Statements of Operations | The following table presents the impact that derivatives, not designated as hedging instruments, had on its Condensed Consolidated Statements of Operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net cash paid on settled derivative instruments $ ( 81,162 ) $ ( 71,634 ) $ ( 368,483 ) $ ( 189,252 ) Unrealized gain (loss) 195,342 ( 9,845 ) 137,350 ( 216,352 ) Price risk management activities income $ 114,180 $ ( 81,479 ) $ ( 231,133 ) $ ( 405,604 ) |
Schedule of Contracted Volumes and Weighted Average Prices and will Receive Under the Terms of Derivative Contracts | The following tables reflect the contracted volumes and weighted average prices under the terms of the Company's derivative contracts as of September 30, 2022: Swap Contracts Production Period Settlement Index Average Daily Weighted Average Crude oil: (Bbls) (per Bbl) October 2022 – December 2022 NYMEX WTI CMA 19,326 $ 55.05 January 2023 – December 2023 NYMEX WTI CMA 14,863 $ 72.18 January 2024 – September 2024 NYMEX WTI CMA 3,989 $ 76.59 Natural gas: (MMBtu) (per MMBtu) October 2022 – December 2022 NYMEX Henry Hub 44,000 $ 4.21 January 2023 – December 2023 NYMEX Henry Hub 26,395 $ 3.76 January 2024 – June 2024 NYMEX Henry Hub 10,000 $ 3.25 Collar Contracts Production Period Settlement Index Average Weighted Weighted Crude oil: (Bbls) (per Bbl) (per Bbl) July 2023 – September 2023 NYMEX WTI CMA 2,000 $ 75.00 $ 90.43 January 2024 – March 2024 NYMEX WTI CMA 2,000 $ 70.00 $ 88.00 Natural gas: (MMBtu) (per MMBtu) (per MMBtu) January 2023 – December 2023 NYMEX Henry Hub 10,000 $ 5.25 $ 8.46 January 2024 – December 2024 NYMEX Henry Hub 10,000 $ 4.00 $ 6.90 |
Summary of Additional Information Related to Financial Instruments Measured at Fair Value on Recurring Basis | The following tables provide additional information related to financial instruments measured at fair value on a recurring basis (in thousands): September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Oil and natural gas derivatives $ — $ 46,929 $ — $ 46,929 Liabilities: Oil and natural gas derivatives — ( 106,306 ) — ( 106,306 ) Total net liability $ — $ ( 59,377 ) $ — $ ( 59,377 ) December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Oil and natural gas derivatives $ — $ 3,737 $ — $ 3,737 Liabilities: Oil and natural gas derivatives — ( 200,464 ) — ( 200,464 ) Total net liability $ — $ ( 196,727 ) $ — $ ( 196,727 ) |
Schedule of Fair Value of Derivative Financial Instruments | The following table presents the fair value of derivative financial instruments as well as the potential effect of netting arrangements on the Company's recognized derivative asset and liability amounts (in thousands): September 30, 2022 December 31, 2021 Assets Liabilities Assets Liabilities Oil and natural gas derivatives: Current $ 27,389 $ 99,180 $ 967 $ 186,526 Non-current 19,540 7,126 2,770 13,938 Total gross amounts presented on balance sheet 46,929 106,306 3,737 200,464 Less: Gross amounts not offset on the balance sheet 44,708 44,708 3,737 3,737 Net amounts $ 2,221 $ 61,598 $ — $ 196,727 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Detail Comprising Debt and Related Book Values | A summary of the detail comprising the Company’s debt and the related book values for the respective periods presented is as follows (in thousands): September 30, 2022 December 31, 2021 12.00 % Second-Priority Senior Secured Notes – due January 2026 $ 650,000 $ 650,000 7.50 % Senior Notes – due May 2022 — 6,060 Bank Credit Facility – matures November 2024 (1) 60,000 375,000 Total debt, before discount and deferred financing cost 710,000 1,031,060 Discount and deferred financing cost ( 57,892 ) ( 68,333 ) Total debt, net of discount and deferred financing costs (2) 652,108 962,727 Less: Current portion of long-term debt — 6,060 Long-term debt, net of discount and deferred financing costs $ 652,108 $ 956,667 (1) As of September 30, 2022 , the Company had outstanding borrowings at a weighted average interest rate of 6.16 %. (2) At September 30, 2022 , the Company was in compliance with all debt covenants. |
Employee Benefits Plans and S_2
Employee Benefits Plans and Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Restricted Stock Units Activity | The following table summarizes RSU activity under the Talos Energy Inc. 2021 Long Term Incentive Plan (the “2021 LTIP”) for the nine months ended September 30, 2022: RSUs Weighted Average Unvested RSUs at December 31, 2021 1,983,199 $ 13.02 Granted 2,297,465 $ 13.23 Vested ( 967,269 ) $ 14.14 Forfeited ( 63,599 ) $ 14.05 Unvested RSUs at September 30, 2022 (1) 3,249,796 $ 12.82 As of September 30, 2022 , 25,257 of the unvested RSUs were accounted for as liability awards in “Accrued liabilities” on the Condensed Consolidated Balance Sheet. |
Summary of Performance Share Units Activity | The following table summarizes PSU activity under the 2021 LTIP for the nine months ended September 30, 2022: PSUs Weighted Average Unvested PSUs at December 31, 2021 1,015,459 $ 16.41 Granted (1) 629,666 $ 23.73 Forfeited ( 16,486 ) $ 17.48 Cancelled ( 975,564 ) $ 16.42 Unvested PSUs at September 30, 2022 653,075 $ 23.42 (1) There were 314,833 PSUs granted that are eligible to vest based on continued employment and the Company’s annualized absolute total shareholder return (“TSR”) over a three-year performance period. An additional 314,833 PSUs were granted and are eligible to vest based on continued employment and the Company’s return (“PVI”) on the wells included in the 2022 drill program over a three-year performance period. The actual number of PSUs earned ranges between 0 % and 200 % depending on actual performance over the performance period. For the PVI PSUs, the Company recognizes compensation cost if and when the Company concludes that it is probable that the performance condition will be achieved. The Company reassesses the probability of achieving the performance conditions at each reporting date. |
Summary of Assumptions Used to Calculate the Grant Date Fair Value of PSUs Granted | The following table summarizes the assumptions used in the Monte Carlo simulations to calculate the fair value of the absolute TSR PSUs granted at the date indicated: 2022 Grant Grant September 20 March 5 Expected term (in years) 2.3 2.8 Expected volatility 74.3 % 82.2 % Risk-free interest rate 3.9 % 1.6 % Dividend yield — % — % Fair value (in thousands) $ 621 $ 8,668 |
Schedule of Recognized Share Based Compensation Expense, Net | The following table presents the amount of costs expensed and capitalized (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Share-based compensation costs $ 7,626 $ 4,993 $ 20,597 $ 15,534 Less: Amounts capitalized to oil and gas 3,316 2,380 8,920 7,240 Total share-based compensation expense $ 4,310 $ 2,613 $ 11,677 $ 8,294 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Income (Loss) Per Share | The following table presents the computation of the Company’s basic and diluted income (loss) per share were as follows (in thousands, except for the per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net income (loss) $ 250,465 $ ( 16,691 ) $ 379,165 $ ( 263,964 ) Weighted average common shares outstanding — 82,576 81,901 82,406 81,721 Dilutive effect of securities 1,242 — 1,032 — Weighted average common shares outstanding — 83,818 81,901 83,438 81,721 Net income (loss) per common share: Basic $ 3.03 $ ( 0.20 ) $ 4.60 $ ( 3.23 ) Diluted $ 2.99 $ ( 0.20 ) $ 4.54 $ ( 3.23 ) Anti-dilutive potentially issuable securities 120 1,516 1,149 2,007 |
Organization, Nature of Busin_4
Organization, Nature of Business and Basis of Presentation - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2022 Segment | |
Basis Of Presentation And Schedule Of Accounting Policy [Line Items] | |
Date of incorporation | Nov. 14, 2017 |
Number of operating segments | 2 |
Stone Energy Corporation | |
Basis Of Presentation And Schedule Of Accounting Policy [Line Items] | |
Date of acquisition | May 10, 2018 |
Talos Energy LLC | |
Basis Of Presentation And Schedule Of Accounting Policy [Line Items] | |
Organization commenced commercial operations | Feb. 06, 2013 |
Organization, Nature of Busin_5
Organization, Nature of Business and Basis of Presentation, CCS Segment asset information (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Basis Of Presentation And Schedule Of Accounting Policy [Line Items] | ||
Current assets | $ 371,978 | $ 340,003 |
Total assets | 2,813,366 | $ 2,766,815 |
Carbon Capture And Sequestration[ Member] | ||
Basis Of Presentation And Schedule Of Accounting Policy [Line Items] | ||
Current assets | 17,500 | |
Non-current assets | 2,587 | |
Total assets | $ 20,087 |
Organization, Nature of Busin_6
Organization, Nature of Business and Basis of Presentation, CCS Segment income statement information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Basis Of Presentation And Schedule Of Accounting Policy [Line Items] | |||||
Revenues | $ 377,128 | $ 290,909 | $ 1,309,779 | $ 861,585 | |
Operating expenses | 366 | (5,081) | (12,142) | (6,864) | |
Equity method investment income | 991 | 0 | 14,599 | 0 | |
Other income | 692 | 4,475 | 31,991 | (7,916) | |
Net income | 250,465 | $ (16,691) | 379,165 | $ (263,964) | |
Carbon Capture And Sequestration[ Member] | |||||
Basis Of Presentation And Schedule Of Accounting Policy [Line Items] | |||||
Revenues | 0 | 0 | |||
Operating expenses | (325) | (8,130) | |||
Equity method investment income | [1] | 916 | 14,594 | ||
Other income | 29 | 29 | |||
Net income | $ 620 | $ 6,493 | |||
[1] The CCS Segment reported a gain related to the partial sale of the Company’s interest in Bayou Bend CCS LLC (“Bayou Bend”) during the three and nine months ended September 30, 2022, respectively. See Note 9 — Related Party Transactions for further information. |
Property, Plant and Equipment -
Property, Plant and Equipment - Additional Information (Details) - US | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) $ / bbl $ / Mcf | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / bbl $ / Mcf | Sep. 30, 2021 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||
Write-down of oil and natural gas properties | $ | $ 0 | $ 0 | $ 0 | $ 0 |
Unweighted average first day of month commodity price for crude oil for prior twelve months | 93.61 | 93.61 | ||
Unweighted average first day of month commodity price for natural gas for prior twelve months | $ / Mcf | 6.56 | 6.56 | ||
Unweighted average first day of month commodity price for natural gas liquids for prior twelve months | 35.94 | 35.94 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Schedule of Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Oil and Gas Property [Abstract] | |||||
Asset retirement obligations at December 31, 2021 | $ 434,006 | ||||
Obligations incurred | 78 | ||||
Obligations settled | (60,304) | ||||
Obligations divested | (1,572) | ||||
Accretion expense | $ 13,179 | $ 13,668 | 42,400 | $ 44,110 | |
Changes in estimate | 38,656 | ||||
Asset retirement obligations at September 30, 2022 | 453,264 | 453,264 | |||
Less: Current portion at September 30, 2022 | 65,613 | 65,613 | $ 60,311 | ||
Long-term portion at September 30, 2022 | $ 387,651 | $ 387,651 | $ 373,695 |
Leases - Components of Lease Co
Leases - Components of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Lease, Cost [Abstract] | |||||
Finance lease cost - interest on lease liabilities | $ 1,386 | $ 2,749 | $ 5,179 | $ 9,017 | |
Operating lease cost, excluding short-term leases | [1] | 568 | 702 | 1,703 | 2,138 |
Short-term lease cost | [2] | 12,982 | 14,541 | 24,838 | 32,393 |
Variable lease cost | [3] | 363 | 350 | 1,088 | 994 |
Total lease cost | $ 15,299 | $ 18,342 | $ 32,808 | $ 44,542 | |
[1] Operating lease cost reflect a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. Short-term lease costs are reported at gross amounts and primarily represent costs incurred for drilling rigs, most of which are short-term contracts not recognized as a right-of-use asset and lease liability on the Condensed Consolidated Balance Sheets. Variable lease costs primarily represent differences between minimum payment obligations and actual operating charges incurred by the Company related to its long-term leases. |
Leases - Schedule of Right-of-U
Leases - Schedule of Right-of-Use Asset and Liability, Adjusted for Initial Direct Costs and Incentives (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets and Liabilities, Lessee [Abstract] | |||
Operating lease assets | $ 5,518 | $ 5,714 | |
Current portion of operating lease liabilities | $ 1,885 | $ 1,715 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current portion of operating lease liabilities | Current portion of operating lease liabilities | Current portion of operating lease liabilities |
Operating lease liabilities | $ 14,895 | $ 16,330 | |
Total operating lease liabilities | 16,780 | 18,045 | |
Proved property | $ 124,299 | $ 124,299 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent | |
Other current liabilities | $ 20,458 | $ 27,083 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | Other current liabilities | |
Other long-term liabilities | $ 0 | $ 13,138 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities | Other long-term liabilities | |
Total finance lease liabilities | $ 20,458 | $ 40,221 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flow, Operating Activities, Lessee [Abstract] | ||
Operating cash outflow from finance leases | $ 5,179 | $ 9,017 |
Operating cash outflow from operating leases | 2,776 | 2,946 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 0 | $ 1,020 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Carrying Amounts and Estimated Fair Values of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Carrying Amount | $ 652,108 | $ 962,727 |
12.00% Second-Priority Senior Secured Notes - due January 2026 | ||
Debt Instrument [Line Items] | ||
Carrying Amount | 597,570 | 588,838 |
Fair Value | 678,438 | 685,945 |
7.50% Senior Notes – due May 2022 | ||
Debt Instrument [Line Items] | ||
Carrying Amount | 0 | 6,060 |
Fair Value | 0 | 6,145 |
Bank Credit Facility - matures November 2024 | ||
Debt Instrument [Line Items] | ||
Carrying Amount | 54,538 | 367,829 |
Fair Value | $ 60,000 | $ 375,000 |
Financial Instruments - Sched_2
Financial Instruments - Schedule of Carrying Amounts and Estimated Fair Values of Financial Instruments (Parenthetical) (Details) | 9 Months Ended | 12 Months Ended | |
May 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Senior notes, maturity date | May 31, 2022 | ||
12.00% Second-Priority Senior Secured Notes - due January 2026 | |||
Debt Instrument [Line Items] | |||
Debt instrument interest rate | 12% | 12% | |
Senior notes, maturity date | Jan. 15, 2026 | Jan. 15, 2026 | |
7.50% Senior Notes – due May 2022 | |||
Debt Instrument [Line Items] | |||
Debt instrument interest rate | 7.50% | 7.50% | |
Senior notes, maturity date | May 31, 2022 | May 31, 2022 | May 31, 2022 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2022 Counterparty | |
Concentration Risk [Line Items] | |
Credit risk, financial instruments | The Company is subject to the risk of loss on its financial instruments as a result of nonperformance by counterparties pursuant to the terms of their contractual obligations. The Company has entered into International Swaps and Derivative Association agreements with counterparties to mitigate this risk. The Company also maintains credit policies with regard to its counterparties to minimize overall credit risk. These policies require (i) the evaluation of potential counterparties’ financial condition to determine their credit worthiness; (ii) the regular monitoring of counterparties’ credit exposures; (iii) the use of contract language that affords the Company netting or set off opportunities to mitigate exposure risk; and (iv) potentially requiring counterparties to post cash collateral, parent guarantees, or letters of credit to minimize credit risk. The Company’s assets and liabilities from commodity price risk management activities at September 30, 2022 represent derivative instruments from nine counterparties; all of which are registered swap dealers that have an “investment grade” (minimum Standard & Poor’s rating of BBB- or better) credit rating, and all of which are parties under the Company’s Bank Credit Facility. The Company enters into derivatives directly with these counterparties and, subject to the terms of the Company’s Bank Credit Facility, is not required to post collateral or other securities for credit risk in relation to the derivative activities. |
Price Risk Derivative [Member] | Counterparty Risk Investment Grade [Member] | |
Concentration Risk [Line Items] | |
Number of counterparties | 9 |
Financial Instruments - Sched_3
Financial Instruments - Schedule of Impact that Derivatives not Qualifying as Hedging Instruments in Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Price risk management activities income (expense) | $ 114,180 | $ (81,479) | $ (231,133) | $ (405,604) |
Gain Loss On Derivative Instruments Unrealized Component | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Price risk management activities income (expense) | 195,342 | (9,845) | 137,350 | (216,352) |
Commodity Contract | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Price risk management activities income (expense) | 114,180 | (81,479) | (231,133) | (405,604) |
Commodity Contract | Gain Loss On Derivative Instruments Realized Component | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Price risk management activities income (expense) | $ (81,162) | $ (71,634) | $ (368,483) | $ (189,252) |
Financial Instruments - Sched_4
Financial Instruments - Schedule of Contracted Volumes and Weighted Average Prices and will Receive Under the Terms of Derivative Contracts (Details) | 9 Months Ended |
Sep. 30, 2022 MMBTU $ / MMBTU $ / bbl bbl | |
Crude Oil | October 2022 - December 2022 | Swap | |
Derivative [Line Items] | |
Settlement Index | NYMEX WTI CMA |
Average Daily Volumes | bbl | 19,326 |
Weighted Average Swap Price | $ / bbl | 55.05 |
Crude Oil | January 2023 - December 2023 | Swap | |
Derivative [Line Items] | |
Settlement Index | NYMEX WTI CMA |
Average Daily Volumes | bbl | 14,863 |
Weighted Average Swap Price | $ / bbl | 72.18 |
Crude Oil | January 2024 - September 2024 | Swap | |
Derivative [Line Items] | |
Settlement Index | NYMEX WTI CMA |
Average Daily Volumes | bbl | 3,989 |
Weighted Average Swap Price | $ / bbl | 76.59 |
Crude Oil | July 2023 - September 2023 | Collar | |
Derivative [Line Items] | |
Settlement Index | NYMEX WTI CMA |
Average Daily Volumes | bbl | 2,000 |
Weighted Average Put Price | $ / bbl | 75 |
Weighted Average Call Price | $ / bbl | 90.43 |
Crude Oil | January 2024 - March 2024 | Collar | |
Derivative [Line Items] | |
Settlement Index | NYMEX WTI CMA |
Average Daily Volumes | bbl | 2,000 |
Weighted Average Put Price | $ / bbl | 70 |
Weighted Average Call Price | $ / bbl | 88 |
Natural Gas | October 2022 - December 2022 | Swap | |
Derivative [Line Items] | |
Settlement Index | NYMEX Henry Hub |
Weighted Average Swap Price | $ / MMBTU | 4.21 |
Average Daily Volumes | MMBTU | 44,000 |
Natural Gas | January 2023 - December 2023 | Swap | |
Derivative [Line Items] | |
Settlement Index | NYMEX Henry Hub |
Weighted Average Swap Price | $ / MMBTU | 3.76 |
Average Daily Volumes | MMBTU | 26,395 |
Natural Gas | January 2023 - December 2023 | Collar | |
Derivative [Line Items] | |
Settlement Index | NYMEX Henry Hub |
Weighted Average Put Price | $ / MMBTU | 5.25 |
Weighted Average Call Price | $ / MMBTU | 8.46 |
Average Daily Volumes | MMBTU | 10,000 |
Natural Gas | January 2024 - June 2024 | Swap | |
Derivative [Line Items] | |
Settlement Index | NYMEX Henry Hub |
Weighted Average Swap Price | $ / MMBTU | 3.25 |
Average Daily Volumes | MMBTU | 10,000 |
Natural Gas | January 2024 - December 2024 | Collar | |
Derivative [Line Items] | |
Settlement Index | NYMEX Henry Hub |
Weighted Average Put Price | $ / MMBTU | 4 |
Weighted Average Call Price | $ / MMBTU | 6.90 |
Average Daily Volumes | MMBTU | 10,000 |
Financial Instruments - Summary
Financial Instruments - Summary of Additional Information Related to Financial Instruments Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Oil and Natural Gas Derivatives | ||
Assets: | ||
Oil and natural gas derivatives | $ 2,221 | $ 0 |
Liabilities: | ||
Oil and natural gas derivatives | 61,598 | 196,727 |
Fair Value on Recurring Basis | ||
Liabilities: | ||
Total net liability | (59,377) | (196,727) |
Fair Value on Recurring Basis | Oil and Natural Gas Derivatives | ||
Assets: | ||
Oil and natural gas derivatives | 46,929 | 3,737 |
Liabilities: | ||
Oil and natural gas derivatives | (106,306) | (200,464) |
Fair Value on Recurring Basis | Level 1 | ||
Liabilities: | ||
Total net liability | 0 | 0 |
Fair Value on Recurring Basis | Level 1 | Oil and Natural Gas Derivatives | ||
Assets: | ||
Oil and natural gas derivatives | 0 | 0 |
Liabilities: | ||
Oil and natural gas derivatives | 0 | 0 |
Fair Value on Recurring Basis | Level 2 | ||
Liabilities: | ||
Total net liability | (59,377) | (196,727) |
Fair Value on Recurring Basis | Level 2 | Oil and Natural Gas Derivatives | ||
Assets: | ||
Oil and natural gas derivatives | 46,929 | 3,737 |
Liabilities: | ||
Oil and natural gas derivatives | (106,306) | (200,464) |
Fair Value on Recurring Basis | Level 3 | ||
Liabilities: | ||
Total net liability | 0 | 0 |
Fair Value on Recurring Basis | Level 3 | Oil and Natural Gas Derivatives | ||
Assets: | ||
Oil and natural gas derivatives | 0 | 0 |
Liabilities: | ||
Oil and natural gas derivatives | $ 0 | $ 0 |
Financial Instruments - Sched_5
Financial Instruments - Schedule of Fair Value of Derivative Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Price Risk Derivatives [Line Items] | ||
Assets from price risk management activities | $ 27,389 | $ 967 |
Assets from price risk management activities | 19,540 | 2,770 |
Liabilities from price risk management activities | 99,180 | 186,526 |
Liabilities from price risk management activities | 7,126 | 13,938 |
Oil and Natural Gas Derivatives | ||
Price Risk Derivatives [Line Items] | ||
Assets from price risk management activities | 27,389 | 967 |
Assets from price risk management activities | 19,540 | 2,770 |
Total gross amounts presented on balance sheet, Liabilities | 106,306 | 200,464 |
Total gross amounts presented on balance sheet, Assets | 46,929 | 3,737 |
Gross amounts not offset on the balance sheet | 44,708 | 3,737 |
Net Amounts | 2,221 | 0 |
Liabilities from price risk management activities | 99,180 | 186,526 |
Liabilities from price risk management activities | 7,126 | 13,938 |
Gross amounts not offset on the balance sheet | 44,708 | 3,737 |
Net Amounts | $ 61,598 | $ 196,727 |
Debt - Summary of Detail Compri
Debt - Summary of Detail Comprising Debt and Related Book Values (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total debt, before discount and deferred financing cost | $ 710,000 | $ 1,031,060 |
Discount and deferred financing cost | (57,892) | (68,333) |
Total debt, net of discount and deferred financing costs | 652,108 | 962,727 |
Less: current portion of long-term debt | 0 | 6,060 |
Long-term debt, net of discount and deferred financing costs | 652,108 | 956,667 |
7.50% Senior Notes – due May 2022 | ||
Debt Instrument [Line Items] | ||
Total debt, net of discount and deferred financing costs | 0 | 6,060 |
Senior Notes | 12.00% Second-Priority Senior Secured Notes - due January 2026 | ||
Debt Instrument [Line Items] | ||
Total debt, before discount and deferred financing cost | 650,000 | 650,000 |
Senior Notes | 7.50% Senior Notes – due May 2022 | ||
Debt Instrument [Line Items] | ||
Total debt, before discount and deferred financing cost | 0 | 6,060 |
Line of Credit [Member] | Bank Credit Facility - matures November 2024 | ||
Debt Instrument [Line Items] | ||
Total debt, before discount and deferred financing cost | $ 60,000 | $ 375,000 |
Debt - Summary of Detail Comp_2
Debt - Summary of Detail Comprising Debt and Related Book Values (Parenthetical) (Details) | 9 Months Ended | 12 Months Ended | |
May 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Senior notes, maturity date | May 31, 2022 | ||
Weighted average interest rate | 6.16% | ||
7.50% Senior Notes – due May 2022 | |||
Debt Instrument [Line Items] | |||
Debt instrument interest rate | 7.50% | 7.50% | |
Senior notes, maturity date | May 31, 2022 | May 31, 2022 | May 31, 2022 |
Senior Notes | 12.00% Second-Priority Senior Secured Notes - due January 2026 | |||
Debt Instrument [Line Items] | |||
Debt instrument interest rate | 12% | 12% | |
Senior notes, maturity date | Jan. 15, 2026 | Jan. 15, 2026 | |
Senior Notes | 7.50% Senior Notes – due May 2022 | |||
Debt Instrument [Line Items] | |||
Debt instrument interest rate | 7.50% | ||
Senior notes, maturity date | May 31, 2022 | ||
Line of Credit [Member] | Bank Credit Facility - matures November 2024 | |||
Debt Instrument [Line Items] | |||
Bank credit facility, maturity date | Nov. 12, 2024 | Nov. 12, 2024 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
May 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | May 04, 2022 | |
Debt Instrument [Line Items] | ||||
Debt instrument maturity date | May 31, 2022 | |||
Line of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Borrowing Capacity, Description | The Bank Credit Facility provides for the determination of the borrowing base based on the Company’s proved producing reserves and a portion of the Company's proved undeveloped reserves. | |||
Bank Credit Facility [Member] | Minimum | ||||
Debt Instrument [Line Items] | ||||
Credit facility, maximum borrowing capacity | $ 950 | |||
Line of Credit Facility, Commitments | 791.3 | |||
Bank Credit Facility [Member] | Maximum | ||||
Debt Instrument [Line Items] | ||||
Credit facility, maximum borrowing capacity | 1,100 | |||
Line of Credit Facility, Commitments | $ 806.3 | |||
Bank Credit Facility - matures November 2024 | ||||
Debt Instrument [Line Items] | ||||
Bank credit facility, description | The borrowing base is redetermined by the lenders at least semi-annually during the second quarter and fourth quarter of each year. On May 4, 2022, the Company entered into a (i) Borrowing Base Redetermination Agreement and Eighth Amendment to Credit Agreement (the “Eighth Amendment”) and (ii) Incremental Agreement of Increasing Lenders (“Incremental Agreement”). | |||
Bank Credit Facility - matures November 2024 | Base Rate Federal Funds [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||
Bank Credit Facility - matures November 2024 | One Month Adjusted Term Secured Overnight Financing Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1% | |||
Bank Credit Facility - matures November 2024 | Adjusted Term Secured Overnight Financing Rate Member | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 0.10% | |||
Bank Credit Facility - matures November 2024 | Adjusted Daily Simple Secured Overnight Financing Rate[ Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 0.10% | |||
Bank Credit Facility - matures November 2024 | Alternate Base Rate Loan [Member] | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 2% | |||
Bank Credit Facility - matures November 2024 | Alternate Base Rate Loan [Member] | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 3% | |||
Bank Credit Facility - matures November 2024 | Term Benchmark Loans and RFR Loans [Member] | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 3% | |||
Bank Credit Facility - matures November 2024 | Term Benchmark Loans and RFR Loans [Member] | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 4% | |||
7.50% Senior Notes – due May 2022 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate | 7.50% | 7.50% | ||
Debt instrument, face amount | $ 6.1 | |||
Debt instrument maturity date | May 31, 2022 | May 31, 2022 | May 31, 2022 | |
Debt instrument redemption, description | On May 31, 2022, the 7.50% Senior Notes matured and were redeemed at an aggregate principal of $6.1 million plus accrued and unpaid interest. |
Employee Benefits Plans and S_3
Employee Benefits Plans and Share-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2022 | ||
Performance Share Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | [1] | 629,666 | |
Restricted Stock Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 2,297,465 | ||
Share-Based Payment Arrangement, Plan Modification, Incremental Cost | $ 9.7 | ||
Restricted Stock Units | Executive Officer | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,147,352 | ||
2021 Long Term Incentive Plan | Performance Share Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Description of method used to calculate fair value | Monte Carlo simulations | ||
[1] There were 314,833 PSUs granted that are eligible to vest based on continued employment and the Company’s annualized absolute total shareholder return (“TSR”) over a three-year performance period. An additional 314,833 PSUs were granted and are eligible to vest based on continued employment and the Company’s return (“PVI”) on the wells included in the 2022 drill program over a three-year performance period. The actual number of PSUs earned ranges between 0 % and 200 % depending on actual performance over the performance period. For the PVI PSUs, the Company recognizes compensation cost if and when the Company concludes that it is probable that the performance condition will be achieved. The Company reassesses the probability of achieving the performance conditions at each reporting date. |
Employee Benefits Plans and S_4
Employee Benefits Plans and Share-Based Compensation - Schedule of Restricted Stock and Performance Share Units Activity (Details) | 9 Months Ended | |
Sep. 30, 2022 $ / shares shares | ||
Restricted Stock Units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unvested beginning of the period | shares | 1,983,199 | |
Granted | shares | 2,297,465 | |
Vested | shares | (967,269) | |
Forfeited | shares | (63,599) | |
Unvested end of the period | shares | 3,249,796 | [1] |
Unvested weighted average grant date fair value, beginning of the period | $ / shares | $ 13.02 | |
Unvested weighted average grant date fair value, granted | $ / shares | 13.23 | |
Unvested weighted average grant date fair value, vested | $ / shares | 14.14 | |
Unvested weighted average grant date fair value, forfeited | $ / shares | 14.05 | |
Unvested weighted average grant date fair value, end of the period | $ / shares | $ 12.82 | [1] |
Performance Share Units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unvested beginning of the period | shares | 1,015,459 | |
Granted | shares | 629,666 | [2] |
Forfeited | shares | (16,486) | |
Cancelled | shares | (975,564) | |
Unvested end of the period | shares | 653,075 | |
Unvested weighted average grant date fair value, beginning of the period | $ / shares | $ 16.41 | |
Unvested weighted average grant date fair value, granted | $ / shares | 23.73 | [2] |
Unvested weighted average grant date fair value, forfeited | $ / shares | 17.48 | |
Weighted average grant date fair value, cancelled | $ / shares | 16.42 | |
Unvested weighted average grant date fair value, end of the period | $ / shares | $ 23.42 | |
[1] As of September 30, 2022 , 25,257 of the unvested RSUs were accounted for as liability awards in “Accrued liabilities” on the Condensed Consolidated Balance Sheet. There were 314,833 PSUs granted that are eligible to vest based on continued employment and the Company’s annualized absolute total shareholder return (“TSR”) over a three-year performance period. An additional 314,833 PSUs were granted and are eligible to vest based on continued employment and the Company’s return (“PVI”) on the wells included in the 2022 drill program over a three-year performance period. The actual number of PSUs earned ranges between 0 % and 200 % depending on actual performance over the performance period. For the PVI PSUs, the Company recognizes compensation cost if and when the Company concludes that it is probable that the performance condition will be achieved. The Company reassesses the probability of achieving the performance conditions at each reporting date. |
Employee Benefits Plans and S_5
Employee Benefits Plans and Share-Based Compensation - Schedule of Restricted Stock and Performance Share Units Activity (Parenthetical) (Details) - shares | 9 Months Ended | |||
Sep. 30, 2022 | Dec. 31, 2021 | |||
Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Granted | 2,297,465 | |||
Unvested | 3,249,796 | [1] | 1,983,199 | |
Performance Shares [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Granted | [2] | 629,666 | ||
Unvested | 653,075 | 1,015,459 | ||
Maximum [Member] | Performance Shares [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 200% | |||
Minimum [Member] | Performance Shares [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 0% | |||
Absolute Total Shareholder Return Award | Performance Shares [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Granted | 314,833 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 3 years | |||
Return On Drilling Program Award | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 3 years | |||
Return On Drilling Program Award | Performance Shares [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Granted | 314,833 | |||
Accrued Liabilities | Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unvested | 25,257 | |||
[1] As of September 30, 2022 , 25,257 of the unvested RSUs were accounted for as liability awards in “Accrued liabilities” on the Condensed Consolidated Balance Sheet. There were 314,833 PSUs granted that are eligible to vest based on continued employment and the Company’s annualized absolute total shareholder return (“TSR”) over a three-year performance period. An additional 314,833 PSUs were granted and are eligible to vest based on continued employment and the Company’s return (“PVI”) on the wells included in the 2022 drill program over a three-year performance period. The actual number of PSUs earned ranges between 0 % and 200 % depending on actual performance over the performance period. For the PVI PSUs, the Company recognizes compensation cost if and when the Company concludes that it is probable that the performance condition will be achieved. The Company reassesses the probability of achieving the performance conditions at each reporting date. |
Employee Benefits Plans and S_6
Employee Benefits Plans and Share-Based Compensation - Summary of Assumptions Used to Calculate the Grant And Modification Date Fair Value (Details) - Performance Share Units - USD ($) $ in Thousands | Sep. 20, 2022 | Mar. 05, 2022 |
Grant Date March 5, 2022 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Expected term (in years) | 2 years 9 months 18 days | |
Expected volatility | 82.20% | |
Risk-free interest rate | 1.60% | |
Dividend yield | 0% | |
Fair value | $ 8,668 | |
Grant Date September 20,2022 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Expected term (in years) | 2 years 3 months 18 days | |
Expected volatility | 74.30% | |
Risk-free interest rate | 3.90% | |
Dividend yield | 0% | |
Fair value | $ 621 |
Employee Benefits Plans and S_7
Employee Benefits Plans and Share-Based Compensation - Schedule of Recognized Share Based Compensation Expense, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||||
Share-based compensation costs | $ 7,626 | $ 4,993 | $ 20,597 | $ 15,534 |
Less: Amounts capitalized to oil and gas properties | 3,316 | 2,380 | 8,920 | 7,240 |
Share-Based Payment Arrangement, Expense | $ 4,310 | $ 2,613 | $ 11,677 | $ 8,294 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit (expense) | $ (121) | $ 364 | $ (2,256) | $ (718) |
Effective tax rate | 0% | 2.10% | 0.60% | 0.30% |
U.S. Federal statutory rate | 21% | 21% | 21% | 21% |
Income (Loss) Per Share - Summa
Income (Loss) Per Share - Summary of Computation of Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) | $ 250,465 | $ (16,691) | $ 379,165 | $ (263,964) |
Weighted average common shares outstanding — basic | 82,576 | 81,901 | 82,406 | 81,721 |
Dilutive effect of securities | 1,242 | 0 | 1,032 | 0 |
Weighted average common shares outstanding — diluted | 83,818 | 81,901 | 83,438 | 81,721 |
Basic | $ 3.03 | $ (0.20) | $ 4.60 | $ (3.23) |
Diluted | $ 2.99 | $ (0.20) | $ 4.54 | $ (3.23) |
Anti-dilutive potentially issuable securities excluded from diluted common shares | 120 | 1,516 | 1,149 | 2,007 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Sep. 21, 2022 | May 24, 2022 | Mar. 08, 2022 | Aug. 31, 2018 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||||||||
General and administrative expense | $ 25,289 | $ 20,427 | $ 70,742 | $ 58,993 | ||||
Equity method investment payment | 2,250 | 0 | ||||||
Proceeds from sale of equity method investment | $ 15,000 | 0 | ||||||
Stockholders agreement date | May 10, 2018 | |||||||
Stockholders agreement amendment date | Feb. 24, 2020 | |||||||
Amended restated stockholders agreement date | Mar. 29, 2022 | |||||||
Secondary Offering Expenses | ||||||||
Related Party Transaction [Line Items] | ||||||||
General and administrative expense | $ 0 | 0 | $ 0 | 400 | ||||
EnVen Energy Corporation | ||||||||
Related Party Transaction [Line Items] | ||||||||
Business combination, price of acquisition, expected | $ 1,100,000 | |||||||
Riverstone Funds | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of common stock held | 14.90% | 14.90% | ||||||
Vinson & Elkins L.L.P. | ||||||||
Related Party Transaction [Line Items] | ||||||||
General and administrative expense | $ 2,000 | 1,100 | $ 3,500 | 2,800 | ||||
Legal fees payable | 2,500 | 1,900 | 2,500 | 1,900 | ||||
Bayou Bend | ||||||||
Related Party Transaction [Line Items] | ||||||||
Equity method investment payment | $ 2,300 | |||||||
Related party receivable | $ 500 | $ 500 | ||||||
Bayou Bend | Bayou Bend LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 50% | 25% | 25% | |||||
Bayou Bend | Equity Method Investment Income | ||||||||
Related Party Transaction [Line Items] | ||||||||
Gain on partial disposal of investment | $ 1,400 | $ 15,300 | ||||||
Bain | EnVen Energy Corporation | Pro Forma | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock ownership percentage | 15.20% | |||||||
Adage | EnVen Energy Corporation | Pro Forma | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock ownership percentage | 5.10% | |||||||
Chevron U.S.A Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from sale of equity method investment | $ 15,000 | |||||||
Chevron U.S.A Inc | Bayou Bend | ||||||||
Related Party Transaction [Line Items] | ||||||||
Equity Method Investment Ownership Percentage Sold | 25% | 25% | ||||||
Additional Mandatory Cash Contributions Capital Carry Company Portion Received | $ 1,400 | |||||||
Chevron U.S.A Inc | Bayou Bend | Maximum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Additional Mandatory Cash Contributions Capital Carry Company Portion | $ 10,000 | |||||||
Whistler Energy I I Holdco L L C [Member] | Apollo Funds | Whistler Energy II, LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Business acquisition, date of acquisition agreement | Aug. 31, 2018 | |||||||
Whistler Energy I I Holdco L L C [Member] | Apollo Funds | Whistler Energy II, LLC | Other Operating Income Expense | ||||||||
Related Party Transaction [Line Items] | ||||||||
Gain (Loss) related to decommissioning obligation settlement | $ 4,400 | $ 4,400 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Oct. 21, 2022 | Sep. 21, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | |||||||
Other current liabilities | $ 26,930 | $ 26,930 | $ 33,061 | ||||
Other long-term liabilities | 39,915 | 39,915 | $ 45,006 | ||||
Gain (Loss) Related to Litigation Settlement | 27,500 | ||||||
Senior notes, maturity date | May 31, 2022 | ||||||
Subsequent Event | |||||||
Loss Contingencies [Line Items] | |||||||
Subsequent event, description | On October 21, 2022, Talos Production Inc. commenced a consent solicitation to obtain the requisite holders’ consent to certain amendments to the indenture governing the Company’s 12.00% Second-Priority Senior Secured Notes due January 2026 (the “12.00% Notes”) to permit the incurrence of indebtedness with respect to EnVen’s 11.75% Senior Secured Second Lien Notes due 2026. Subject to the terms and conditions of the consent solicitation, the Company offered holders of the 12.00% Notes, who have validly delivered (and did not validly revoke) their consents by October 27, 2022, consideration equal to 50 basis points times the principal amount of the 12.00% Notes held by such consenting holder, which the Company expects to pay upon the consummation of the EnVen Acquisition. In connection with the consent solicitation, Talos Production Inc. received consents from holders of 95.8% of the aggregate principal amount of the 12.00% Notes. As a result, Talos Production Inc. entered into a second supplemental indenture to the indenture on October 27, 2022, which became effective upon its execution. | ||||||
Bank Credit Facility | Letter of Credit | |||||||
Loss Contingencies [Line Items] | |||||||
Letters of credit outstanding amount | $ 3,900 | $ 3,900 | |||||
12.00% Second-Priority Senior Secured Notes | |||||||
Loss Contingencies [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 12% | 12% | 12% | ||||
Senior notes, maturity date | Jan. 15, 2026 | Jan. 15, 2026 | |||||
EnVen Energy Corporation | |||||||
Loss Contingencies [Line Items] | |||||||
Business combination, price of acquisition, expected | $ 1,100,000 | ||||||
EnVen Energy Corporation | Cash | |||||||
Loss Contingencies [Line Items] | |||||||
Business combination, price of acquisition, expected | $ 212,500 | ||||||
EnVen Energy Corporation | Common Stock | |||||||
Loss Contingencies [Line Items] | |||||||
Business acquisition, equity interest issued or issuable, number of shares | 43.8 | ||||||
Surety Bond | |||||||
Loss Contingencies [Line Items] | |||||||
Surety performance bonds outstanding | $ 689,500 | $ 689,500 | |||||
Decommissioning Abandonment Obligations | |||||||
Loss Contingencies [Line Items] | |||||||
Other current liabilities | 3,300 | 3,300 | $ 3,800 | ||||
Other long-term liabilities | 29,200 | 29,200 | $ 20,600 | ||||
Decommissioning Abandonment Obligations | Other Operating Income Expense | |||||||
Loss Contingencies [Line Items] | |||||||
Decommissioning Obligations | $ 100 | $ 4,100 | 10,600 | $ 6,900 | |||
Merger Agreement | EnVen Energy Corporation | |||||||
Loss Contingencies [Line Items] | |||||||
Merger termination fee | 42,500 | ||||||
Termination payment payable share issuance proposal not approved | $ 12,000 | ||||||
Notes Solicitation Consent Permit EnVen Senior Notes Indebtedness | EnVen Energy Corporation | EnVen's11.75% Senior Secured Second Notes Due 2026 | Subsequent Event | |||||||
Loss Contingencies [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 11.75% | ||||||
Notes Solicitation Consent | 12.00% Second-Priority Senior Secured Notes | Subsequent Event | |||||||
Loss Contingencies [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 12% | ||||||
Senior notes, maturity date | Jan. 15, 2026 | ||||||
Percentage of outstanding principal amount of notes consents received from notes consent solicitation | 95.80% | ||||||
Pro Forma | 12.00% Second-Priority Senior Secured Notes | Subsequent Event | |||||||
Loss Contingencies [Line Items] | |||||||
Basis Points | 0.50% |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details 1) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
EnVen Energy Corporation | Merger Agreement | |
Gain Contingencies [Line Items] | |
Termination payment receivable | $ 28 |