UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20192021

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 01-38497001-38497

img122374969_0.jpg 

Talos Energy Inc.

(Exact name of Registrant as specified in its Charter)

Delaware

82-3532642

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

333 Clay Street, Suite 3300

Houston, TX

77002

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (713) (713) 328-3000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock

TALO

NYSE

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes NO No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes NNoo

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes NO No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes NO No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesYes  NO  No

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of the shares of common stock on the New York Stock Exchange on June 30, 2019,2021, was $481,140,961.$703,193,887.

The number of shares of registrant’s Common Stock outstanding as of March 4, 2020February 17, 2022 was 54,204,730.81,881,477.

Portions of the registrant’s definitive proxy statement relating to the 20202022 Annual Meeting of ShareholdersStockholders are incorporated by reference into Part III of this report.


TABLE OF CONTENTS

Page

GLOSSARY

3

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

5

SUMMARY RISK FACTORS

7

PART I

Items 1 and 2.

Business and Properties

79

Item 1A1A.

Risk Factors

3137

Item 1B1B.

Unresolved Staff Comments

5963

Item 23.

PropertiesLegal Proceedings

5963

Item 34.

Legal ProceedingsMine Safety Disclosures

5964

Item 4

Mine Safety Disclosures

59

PART II

Item 55.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities

6065

Item 66.

Selected Financial Data[Reserved]

6166

Item 77.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

6367

Item 7A7A.

Quantitative and Qualitative Disclosures About Market Risk

8084

Item 88.

Financial Statements and Supplementary Data

8185

Item 99.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

8185

Item 9A9A.

Controls and Procedures

8186

Item 9B9B.

Other Information

8186

Item 9C.

PART IIIDisclosure Regarding Foreign Jurisdictions that Prevent Inspections

86

Item 10

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

8287

Item 1111.

Executive Compensation

8287

Item 1212.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

8287

Item 1313.

Certain Relationships and Related Transactions, and Director Independence

8287

Item 1414.

Principal Accounting Fees and Services

8287

PART IV

Item 1515.

Exhibits and Financial Statement Schedules

8388

Item 1616.

Form 10-K Summary

8993

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GLOSSARYTable of Contents

GLOSSARY

The following are abbreviations and definitions of certain terms used in this document, which are commonly used in the oil and natural gas industry:

Barrel or Bbl — One stock tank barrel, or 42 United States gallons liquid volume.

Boe — One barrel of oil equivalent determined using the ratio of six Mcf of natural gas to one barrel of crude oil or condensate.

BOEM — Bureau of Ocean Energy Management.

BSEE — Bureau of Safety and Environmental Enforcement.

Boepd — Barrels of oil equivalent per day.

Btu — British thermal unit, which is the heat required to raise the temperature of a one-pound mass of water one degree Fahrenheit.

Completion — The installation of permanent equipment for the production of oil or natural gas.

Deepwater — Water depths of more than 600 feet.

Developed acres — The number of acres that are allocated or assignable to producing wells or wells capable of production.

Field — An area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature or stratigraphic condition.

GAAP — Accounting principles generally accepted in the United States of America.

Gross acres or gross wells — The total acres or wells in which the Company owns a working interest.

MBbls — One thousand barrels of crude oil or other liquid hydrocarbons.

MBblpd — One thousand barrels of crude oil or other liquid hydrocarbons per day.

MBoe — One thousand barrels of oil equivalent.

MBoepd — One thousand barrels of oil equivalent per day.

Mcf — One thousand cubic feet of natural gas.

Mcfpd — One thousand cubic feet of natural gas per day.

MMBoe — One million barrels of oil equivalent.

MMBtu — One million British thermal units (“Btus”).units.

MMcf — One million cubic feet of natural gas.

MMcfpd — One million cubic feet of natural gas per day.

Net acres or net wells — The sum of the fractional working interests the Company owns in gross acres or gross wells.

NGL — Natural gas liquid. Hydrocarbons which can be extracted from wet natural gas and become liquid under various combinations of increasing pressure and lower temperature. NGLs consist primarily of ethane, propane, butane and natural gasoline.

NYMEX — The New York Mercantile Exchange.

NYMEX Henry Hub — Henry Hub is the major exchange for pricing natural gas futures on the New York Mercantile Exchange. It is frequently referred to as the Henry Hub Index.

OPEC — Organization of Petroleum Exporting Countries.

Productive well — A well that is found to be capable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production exceed production expenses and taxes.

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Proved developed reserves — In general, proved reserves that can be expected to be recovered from existing wells with existing equipment and operating methods. The SEC provides a complete definition of developed oil and gas reserves in Rule 4-10(a)(6) of Regulation S-X.

3


Proved reserves — Proved reserves are those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible – from a given date forward, from known reservoirs and under existing economic conditions, operating methods and government regulations — prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

Proved undeveloped reserves — In general, proved reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion. The SEC provides a complete definition of undeveloped oil and gas reserves in Rule 4-10(a)(31) of Regulation S-X.

PV-10 — The present value of estimated future revenues, discounted at 10% annually, to be generated from the production of proved reserves determined in accordance with SEC guidelines, net of estimated production and future development costs, using prices and costs as of the date of estimation without future escalation, without giving effect to (i) non-property related expenses such as general and administrative expenses, derivatives, debt service and future income tax expense or (ii) depreciation depletion and amortization expense.

SEC — The Securities and Exchange Commission.

SEC pricing — The unweighted average first-day-of-the-month commodity price for crude oil or natural gas for each month within the 12-month period beginning January 1, 2019 and ending December 1, 2019,prior to the end of the reporting period, adjusted by lease for market differentials (quality, transportation, fees, energy content, and regional price differentials). The SEC provides a complete definition of prices in Modernization“Modernization of Oil and Gas ReportingReporting” (Final Rule, Release Nos. 33-8995; 34-59192).

Shelf — Water depths up to 600 feet.

Standardized Measure The present value of estimated future net revenue to be generated from the production of proved reserves, determined in accordance with the rules, regulations or standards established by the SEC and the Financial Accounting Standards Board (“FASB”) (using prices and costs in effect as of the date of estimation), less future development, production and income tax expenses, and discounted at 10% per annum to reflect the timing of future net revenue. For the years ending December 31, 2019 and 2018 we were subject to U.S. federal and state income taxes at the entity level. For the tax year ending December 31, 2017, we were not subject to U.S. federal or state income taxes (in most states) at the entity level and thus made no provision for U.S. federal or state income taxes in the calculation of our standardized measure. Standardized measure does not give effect to derivative transactions.

Undeveloped acreage — Lease acreage on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and gas regardless of whether such acreage contains proved reserves.

Working interest — The operating interest that gives the owner the right to drill, produce and conduct operating activities on the property and a share of production.

WTI or West Texas Intermediate — A light crude oil produced in the United States with an American Petroleum Institute (“API”) gravity of approximately 38-40 and the sulfur content is approximately 0.3%.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information in this reportAnnual Report on Form 10-K (this “Annual Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this report,Annual Report, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this report,Annual Report, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “forecast,” “may,” “objective, “plan,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events. Forward-looking statements may include statements about:

business strategy;

business strategy;

reserves;

reserves;

exploration and development drilling prospects, inventories, projects and programs;

exploration and development drilling prospects, inventories, projects and programs;

our ability to replace the reserves that we produce through drilling and property acquisitions;

our ability to replace the reserves that we produce through drilling and property acquisitions;

financial strategy, liquidity and capital required for our development program and other capital expenditures;

financial strategy, liquidity and capital required for our development program and other capital expenditures;

realized oil and natural gas prices;

realized oil and natural gas prices;

timing and amount of future production of oil, natural gas and NGLs;

timing and amount of future production of oil, natural gas and NGLs;

our hedging strategy and results;

our hedging strategy and results;

future drilling plans;

future drilling plans;

availability of pipeline connections on economic terms;

availability of pipeline connections on economic terms;

competition, government regulations and political developments;

competition, government regulations and political developments;

our ability to obtain permits and governmental approvals;

our ability to obtain permits and governmental approvals;

pending legal, governmental or environmental matters;

pending legal, governmental or environmental matters;

our marketing of oil, natural gas and NGLs;

our marketing of oil, natural gas and NGLs;

leasehold or business acquisitions on desired terms;

leasehold or business acquisitions on desired terms;

costs of developing properties;

costs of developing properties;

general economic conditions;

general economic conditions;

credit markets;

credit markets;

impact of new accounting pronouncements on earnings in future periods;

impact of new accounting pronouncements on earnings in future periods;

estimates of future income taxes;

estimates of future income taxes;

our estimates and forecasts of the timing, number, profitability and other results of wells we expect to drill and other exploration activities;

our estimates and forecasts of the timing, number, profitability and other results of wells we expect to drill and other exploration activities;

uncertainty regarding our future operating results and our future revenues and expenses; and

the success of our carbon capture and storage opportunities;

plans, objectives, expectations and intentions contained in this report that are not historical.

our ongoing strategy with respect to our Zama asset;
uncertainty regarding our future operating results and our future revenues and expenses; and
plans, objectives, expectations and intentions contained in this Annual Report that are not historical.

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We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, commodity price volatility inflation,due to the continued impact of the coronavirus disease 2019 (“COVID-19”), including any new strains or variants and governmental measures related thereto on global demand for oil and natural gas and on the operations of our business; the ability or willingness of OPEC and other state-controlled oil companies (“OPEC Plus”) to set and maintain oil production levels; the impact of any such actions; lack of transportation and storage capacity as a result of oversupply, government and regulations; lack of availability of drilling and production equipment and services,services; adverse weather events, including tropical storms, hurricanes and winter storms; cybersecurity threats; inflation; environmental risks,risks; failure to find, acquire or gain access to other discoveries and prospects or to successfully develop and produce from our current discoveries and prospects,prospects; geologic risk,risk; drilling and other operating risks,risks; well control risk,risk; regulatory changes,changes; the uncertainty inherent in estimating reserves and in projecting future rates of production,production; cash flow and access to capital,capital; the timing of development expenditures,expenditures; potential adverse reactions or competitive responses to our acquisitions and other transactions,transactions; the possibility that the anticipated benefits of such business combinationour acquisitions are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of acquired assets and operations, and the other risks discussed in Part I, Item 1A, “Risk Factors”1A. Risk Factors which are included herein.

Reserve engineering is a process of estimating underground accumulations of oil, natural gas and NGLs that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify upward or downward revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of oil, natural gas and NGLs that are ultimately recovered.

Should one or more of the risks or uncertainties described herein occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed or implied, included in this reportAnnual Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this report.Annual Report.

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6SUMMARY RISK FACTORS

Risks Related to our Business and the Oil and Natural Gas Industry

Oil and natural gas prices are volatile. Sustained periods of low, or declines in, commodity prices may adversely affect our financial condition and results of operations, cash flows, access to the capital markets and ability to grow.
Our production, revenue and cash flow from operating activities are derived from assets that are concentrated in a single geographic area, making us vulnerable to risks associated with operating in one geographic area.
Production periods or reserve lives for U.S. Gulf of Mexico properties may subject us to higher reserve replacement needs and may impair our ability to reduce production during periods of low oil and natural gas prices.
Our actual recovery of reserves may substantially differ from our proved reserve estimates.
Our acreage has to be drilled before lease expirations in order to hold the acreage by production. If commodity prices become depressed for an extended period of time, it might not be economical for us to drill sufficient wells in order to hold acreage, which could result in the expiry of a portion of our acreage, which could have an adverse effect on our business.
The marketability of our production depends mostly upon the availability, proximity and capacity of oil and natural gas gathering systems, pipelines and processing facilities.
Lower oil and natural gas prices and other factors in the future may result in ceiling test write-downs and other impairments of our asset carrying values.
If we are forced to shut-in production, we will likely incur greater costs to bring the associated production back online, and will be unable to predict the production levels of such wells once brought back online.
Our business could be negatively affected by security threats, including cybersecurity threats, terrorist attacks and other disruptions.
Events outside of our control, including an epidemic or outbreak of an infectious disease, such as COVID-19, may materially adversely affect our business.
New technologies may cause our current exploration and drilling methods to become obsolete, and we may not be able to keep pace with technological developments in our industry.
We may not be in a position to control the timing of development efforts, the associated costs or the rate of production of the reserves from our non-operated properties.
Hedging transactions may limit our potential gains.
Our operations may incur substantial liabilities to comply with environmental laws and regulations as well as legal requirements applicable to marine mammals and endangered and threatened species.
We may be unable to provide the financial assurances in the amounts and under the time periods required by the BOEM if it submits future demands to cover our decommissioning obligations. If in the future the BOEM issues orders to provide additional financial assurances and we fail to comply with such future orders, the BOEM could elect to take actions that would materially adversely impact our operations and our properties, including commencing proceedings to suspend our operations or cancel our federal offshore leases.
Our oil and gas operations are subject to various international, foreign and U.S. federal, state and local governmental regulations that materially affect our operations.
Our operations may be adversely affected by political and economic circumstances in the countries in which we operate.
We may experience significant shut-ins and losses of production due to the effects of tropical storms and hurricanes in the U.S. Gulf of Mexico and in the shallow waters off the coast of Mexico.

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Risks Related to our Capital Structure and Ownership of our Common Stock

Our debt level and the covenants in our current or future agreements governing our debt, including our Bank Credit Facility and the indenture for our 12.00% Second-Priority Senior Secured Notes, could negatively impact our financial condition, results of operations and business prospects. Our failure to comply with these covenants could result in the acceleration of our outstanding indebtedness.
A financial crisis may impact our business and financial condition and may adversely impact our ability to obtain funding under our Bank Credit Facility or in the capital markets.
We require substantial capital expenditures to conduct our operations and replace our production, and we may be unable to obtain needed financing on satisfactory terms necessary to fund our planned capital expenditures.
We are a holding company that has no material assets other than our ownership of the equity interests of Talos Production Inc. Accordingly, we are dependent upon distributions from Talos Production Inc. to pay taxes, cover our corporate and other overhead expenses and pay dividends, if any, on our common stock.
Our estimates of future asset retirement obligations may vary significantly from period to period and unanticipated decommissioning costs could materially adversely affect our future financial position and results of operations.
We may not realize all of the anticipated benefits from our future acquisitions, and we may be unable to successfully integrate future acquisitions.
Our future acquisitions could expose us to potentially significant liabilities, including P&A liabilities.
Resolution of litigation could materially affect our financial position and results of operations.
The interests of the Riverstone Funds may differ from the interests of our other stockholders.

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Part I

Items 1 and 2. Business and Properties

Overview

As used in this Annual Report on Form 10-K (this “Annual Report”) and unless otherwise indicated or the context otherwise requires, references to “we,” “us,” “our,” “Talos Energy Inc.,” “Talos” and the “Company” refer to from and after the Stone Closing (as defined below), Talos Energy Inc. and its consolidated subsidiaries and prior to the Stone Closing, Talos Energy LLC and its consolidated subsidiaries.

We were incorporated on November 14, 2017 under the laws of the state of Delaware for the purpose of effecting the business combination between Talos Energy LLC and Stone Energy Corporation (“Stone”), pursuant to which each of Talos Energy LLC and Stone became our wholly-owned subsidiary. We refer to this business combination as the “Stone Combination,” and its date of consummation, May 10, 2018, as the “Stone Closing Date.”

We are a technically driventechnically-driven independent exploration and production company focused on safely and efficiently maximizing long-term value through ourits operations, currently in the United States (“U.S.”) Gulf of Mexico and offshore Mexico.Mexico both upstream through oil and gas exploration and production and downstream through the development of future carbon capture and storage opportunities. We leverage decades of geology, geophysicstechnical and offshore operationsoperational expertise towardsin the acquisition, exploration exploitation and development of assets in key geological trends that are present in many offshore basins around the world.

We have historically focused With a focus on environmental stewardship, we also utilize our operations inexpertise to explore opportunities to reduce industrial emissions through our carbon capture and storage collaborative arrangements along the coast of the U.S. Gulf of Mexico because ofMexico.

We combine our deeptechnical experience in geology, geophysics and technicalengineering with innovative resource evaluation techniques and seismic imaging expertise in the basin, which maintains favorable geologicto discover new resources. We rely on our operational experience to safely and economic conditions, including multiple reservoir formations, comprehensive geologicresponsibly optimize production and geophysical databases, extensive infrastructure and an attractive and robust asset acquisition market. Additionally, we have access to state-of-the-art three-dimensional seismic data, some of which is aided by new and enhanced reprocessing techniques that have not been previously applied to our current acreage position. We use our broad regional seismic database and our reprocessing efforts to generate a large and expanding inventory of high-quality prospects, which we believe greatly improves our development and exploration success. The application of our extensive seismic database, coupled with our ability to effectively reprocess this seismic data, allows us to both optimize our organic drilling program and better evaluate a wide range of business development opportunities, including acquisitions and joint venture opportunities, among others.

In order to determine the most attractive returns for our drilling program, we employ a disciplined portfolio management approach to stochastically evaluate all of our drilling prospects, whether they are generated organicallyrecovery from our existing acreage or are acquisition or joint venture opportunities. We addassets. Finally, we leverage our commercial and corporate management experience to most effectively allocate our capital to balance risk and re- evaluatereward, grow our inventory in order to deploy capital as efficiently as possible.

Prior to the Stone Combination, Talos Energy Inc. had not conducted any material activities other than those incident to its incorporationbusiness and certain matters contemplated by that certain transaction agreement, dated as of November 21, 2017 (the “Stone Transaction Agreement”) by and among Stone, Talos Energy Inc., Sailfish Merger Sub Corporation (“Merger Sub”), Talos Energy LLC (which was renamed to Talos Energy Inc. and converted into a Delaware corporation after the Stone Combination) and Talos Production LLC (which was converted into a Delaware corporation named Talos Production Inc. in 2019), pursuant to which, among other items, each of Stone, Talos Production LLC and Talos Energy LLC became wholly-owned subsidiaries of Talos Energy Inc. The Stone Combination was accounted for as a business combination in accordance with accounting principles generally accepted in the United States of America (“GAAP”), with Talos Energy LLC treated as the “acquirer” and Stone treated as the “acquired” company for financial reporting purposes. Accordingly, the reported financial condition and results of operations of the Company reflect the assets, liabilities and results of operations of Talos Energy LLC (as our predecessor) prior to the Stone Combination, and do not reflect the assets, liabilities and results of operations of Stone prior to such date. The assets, liabilities and results of operations of Talos Energy LLC have not been, and will not be, restated retrospectively to reflect the historical financial position or results of operations of Stone.

For more information on Talos Energy LLC, our predecessor for financial reporting purposes, see Part IV, Item 15. Exhibits, Financial Statement Schedules Note 1 Formation and Basis of Presentation.maximize long-term stockholder value.

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Business Strategy

We intend to increase stockholder value by growing our hydrocarbon reserves, production, reserves, cash flow and backlog of future growth opportunities in a capital efficient manner.manner, while exploring potential carbon capture and sequestration (“CCS”) opportunities with aspirations to become a contributor to U.S. emissions reduction goals. Our core competencies of deep technical expertise significant library of seismic data resources and extensive offshorephysical operating experience allow us to successfully manage our hydrocarbon business asset base and consistently make attractive investments,acquisitions, thereby increasing shareholderstockholder value creation over time. Additionally, we believe these same core competencies can be utilized to develop and commercialize future CCS opportunities.

Hydrocarbon Strategy

We maintain a large and diverse in-house technical staff focused on geology, geophysics, engineering and other technical disciplines, providing many decades of exploration and production experience in the key resource trends thatin which we focus in.focus. Our significant library of seismic database,data resources, which focuses on the U.S. Gulf of Mexico and offshore Mexico, allows our technical team to apply proprietary seismic reprocessing techniques to evaluate or re-evaluate potential resources across our asset portfolio. Finally, we have deep in-house experience withacross our offshore operations, production operations, safety, facilities lease acquisitions and negotiations and other staff.business development.

Our strategic business development activities allow us to consistently identify and evaluate new opportunities through a wide range of potential avenues, including government lease sales, joint ventures and acquisitions, among others. We seek to actively participate in government lease sales to identify and acquire attractive leasehold acreage, which in many cases has not been evaluated with the latest reprocessed seismic data, resulting in an opportunity for us to identify previously unknown drilling prospects. Our proven track record of success through the drillbitorganic drilling opportunities frequently attracts potential drilling partners in projects that we operate, while in non-operated projects we leverage our core competencies to independently identify the best investment opportunities, review partner-proposed projects and be a value-added contributor. Finally, ourOur asset acquisition strategy is focused on assets with a geological setting that can benefit from our ability to use our seismic database and technical expertise to re-evaluate and improve the acquired properties. Specifically, our acquisition focus areas target a variety of potential situations and sellers that are currently commonavailable in offshore basins, including single asset acquisitions, consolidation of private companies and broader asset package transactions. We seek to actively participate in government lease sales to identify and acquire attractive leasehold acreage, which in many cases has not been evaluated with the latest reprocessed seismic data, resulting in an opportunity for us to identify previously unknown drilling prospects.

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We have historically focused our operations in the U.S. Gulf of Mexico because of our deep experience and technical expertise in the basin, which maintains favorable geologic and economic conditions, including multiple reservoir formations, comprehensive geologic and geophysical databases, extensive infrastructure and an attractive asset acquisition market.

Utilizing our core competencies in conjunction with a robust and active business development effort allows us to use the following strategies to increase stockholder value:

Continuously Optimizing our Attractive Existing Asset Base.

Base — We benefit from our proven ability to enhance and extend the life of existing projects within our portfolio. Investments in optimization projects across our asset base aim to stabilize and improve the profile of producing assets by increasing recovery, production and cash flow with typically relatively low investment capital and risk. These projects allow for reinvestment opportunities in exploitation and exploration projects.

Conducting Development and Near-Field Exploration Projects In and Around Our Existing Asset Footprint.

Footprint — We undertake asset development and exploitation drilling projects in close proximity to our existing assets as well as facilities that we either own or have access to. These projects leverage ongoing operations and existing technical knowledge of the area, often coupled with recent proprietary seismic reprocessing evaluations to provide attractive incremental investment opportunities that couldto grow reserves, production and cash flow in well-understood areas.

Our asset footprint, which includes operational control of several key shallow and Deepwater facilities, allows us to invest in a diverse set of opportunities ranging from in-field development to high impact exploration projects while optimizing our facilities to lower incremental operating costs structures. We also believe our operated infrastructure can be attractive to other operators looking for a host facility for their subsea tie-back projects, which allows us either to be involved in new investment opportunities or to offset the operating cost of these facilities.

Engage

Engaging in Exploration Activities to Grow our Asset Base and Potentially Unlock Significant New Resources.

Resources — We conduct exploration drilling activities across our acreage set with risk-weighted investments that could establish significant new reserves and production. These projects are intended to optimize risk and reward across our deep portfolio of prospective drilling opportunities by finding and developing previously undiscovered resources along existing or emerging geological trends with the most efficient deployment of capital. When successful, exploration drilling activities couldcan organically generate material new assets for the Company.

Utilize Acquisitions and Other Business Development Activities to Expand our Asset Base, Opportunity Set and Value Creation Potential — We rely on our commercial and business development activities to expand our asset base through the acquisition or optimization of additional or existing properties, respectively. Commercial and business development provides a key avenue to create additional value from the acquisition of undervalued properties where we can apply our technical and operational competencies to generate upside. Additionally, we utilize business development to acquire new leaseholds, enter new projects and increase or decrease working interests in various existing projects to optimize capital planning and our targeted risk/return profile for varying business conditions. Consolidation opportunities in our basin and, more broadly, in the offshore exploration and production segment in other basins around the world, are numerous and span a wide range of lifecycle stages, sizes and geographic variables. We expect to continue utilizing acquisitions and business development to grow our business in a manner that preserves a strong and healthy credit profile as well as a diverse and high-quality asset base.

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Maintain Safety, Environmental Responsibility and Sustainability as Key Principles for Operations Across All Areas of our Business — We are focused on maintaining high standards of safety, environmental responsibility and corporate citizenship across all elements of our business. We closely monitor safety performance and consistently take steps to improve our performance. For the year ended 2021, we maintained a high level of safety performance with a lower recordable incident rate when compared to the average for offshore operators in the U.S. Gulf of Mexico as well as across numerous other industrial sectors of the broader economy. We strive to execute our business plan while simultaneously minimizing our environmental footprint, including emissions, potential spills and other impacts. Due to the nature of subsea wells and ample offshore pipelines, we believe the offshore operating environment is a region where greenhouse gas (“GHG”) emissions can continue to be lowered over time. Finally, we aim to be a good corporate citizen in the regions and communities where we operate. We recently published our second annual Environmental, Social, and Governance (“ESG”) report highlighting our performance and initiatives across all of these categories and other topics, which is not incorporated into, and does not form a part of, this Annual Report.

Carbon Capture and Sequestration Strategy

PropertiesOur CCS business intends to leverage our experience and technical expertise in the U.S. Gulf of Mexico, including sub-surface engineering expertise, seismic data sets and interpretation capabilities, operational experience offshore and along the coast and a solid track record of safety and environmentally responsible operations. The U.S. Gulf of Mexico coast (“Gulf Coast”) is a critical industrial region with a large emissions footprint, while the underlying conventional geology in the area is believed by us to be ideal for carbon sequestration. We intend to provide carbon dioxide removal solutions to assist industrial partners with carbon emissions capture, transportation and injection into sequestration sites that we intend to operate in the region.

Future CCS project opportunities and the associated sequestration sites can generally be categorized into two project classifications where we intend to identify, lease and operate in order to increase stockholder value:

Regional Hub Projects — These will be large, contiguous sequestration sites located nearby large industrial emissions centers in which we could consolidate carbon emissions from multiple contributing sources and develop large-scale CCS projects. Hub projects can be characterized by their large size, population of diverse contributing emitters and central proximity to major emitting regions.
Point Source Projects — These will be customized sequestration projects for individual industrial partners to capture and eliminate carbon emissions from singular sources, such as liquefied natural gas (“LNG”) facilities, manufacturing plants or power generation facilities, among others. Point source projects can be characterized by their smaller scale, individual emissions source (i.e. one plant) and location nearby or on-site to that emissions source. Point source projects may carry a wider range of commercial structures than hub projects due to their customized and directly negotiated nature, and we believe the total number of point source opportunities along the U.S. Gulf Coast to be significant.

Hydrocarbon Properties

United States Gulf of Mexico Properties

Our area of focus in the United States is the Gulf of Mexico deepwater, which is generally considered to comprise water depths over 600 feet.Deepwater. Our strategy is focused in areas characterized by clearly defined infrastructure, well knownwell-known production history and geological well control, which reduces operational and investment risk. We believe the potential for large discoveries and increasing success rates in the sub-salt and mini-basin lower Pliocene and Miocene plays havehas resulted in increased industry focus on this area over the last decade.

8


We believe our deepwaterDeepwater operations in the U.S. Gulf of Mexico provide significant potential growth opportunities through our planned drilling program. Through our technical approach of starting with known hydrocarbon systems and applying modern seismic reprocessing techniques, we have generated a substantial inventory of deepwaterDeepwater prospects that we believe are capable of delivering predictable production growth. We primarily focus our exploitation and exploration efforts around our existing infrastructure. This subsea tie-back strategy allows for better project economics and shorter periods between a discovery and production.

11


Table of Contents

As of December 31, 2019,2021, our core propertiesareas in the United States are illustrated below:

img122374969_1.jpg 

The following table sets forth a summary of certain key 2021 information regarding our core propertiesareas in the United States:

 

 

Estimated Proved Reserves

 

 

Full Year 2019

 

 

 

MBoe

 

 

% Oil

 

 

% Natural

Gas

 

 

% NGLs

 

 

% Proved

Developed

 

 

Net

Production

(MBoe)

 

 

%

Operated

 

United States Core Properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Phoenix(1)

 

 

55,381

 

 

 

80

%

 

 

14

%

 

 

6

%

 

 

51

%

 

 

5,980

 

 

 

100

%

Pompano(2)

 

 

27,241

 

 

 

80

%

 

 

12

%

 

 

8

%

 

 

85

%

 

 

3,946

 

 

 

100

%

Ram Powell

 

 

12,795

 

 

 

55

%

 

 

32

%

 

 

13

%

 

 

100

%

 

 

2,039

 

 

 

100

%

Amberjack

 

 

8,581

 

 

 

92

%

 

 

6

%

 

 

2

%

 

 

100

%

 

 

784

 

 

 

99

%

United States Core Properties Subtotal

 

 

103,998

 

 

 

78

%

 

 

15

%

 

 

7

%

 

 

70

%

 

 

12,749

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other United States Properties(3)

 

 

37,737

 

 

 

69

%

 

 

27

%

 

 

4

%

 

 

66

%

 

 

6,207

 

 

 

82

%

Total United States

 

 

141,735

 

 

 

75

%

 

 

18

%

 

 

7

%

 

 

69

%

 

 

18,956

 

 

 

 

 

 

Estimated Proved Reserves

 

 

 

 

 

 

MBoe

 

% Oil

 

% Natural Gas

 

% NGLs

 

% Proved Developed

 

Net Production (MBoe)

 

% Operated

 

Green Canyon

 

52,777

 

 

79

%

 

14

%

 

7

%

 

81

%

 

7,765

 

 

98

%

Mississippi Canyon

 

67,349

 

 

75

%

 

16

%

 

9

%

 

90

%

 

9,643

 

 

52

%

Shelf & Gulf Coast

 

41,465

 

 

38

%

 

51

%

 

11

%

 

79

%

 

6,092

 

 

53

%

Total United States

 

161,591

 

 

67

%

 

24

%

 

9

%

 

84

%

 

23,500

 

 

68

%

(1)

Production volumes and estimated proved reserves include the Tornado, Boris and Typhoon areas of the Phoenix Field, all of which tie back to the Helix Producer I (“HP-I”).

(2)

Production volumes and estimated proved reserves include the Pompano and Cardona Fields, both of which tie back to the Pompano Platform.

(3)

Other United States properties include Gulf of Mexico shelf and deepwater.

Phoenix — The Phoenix Field is comprised of six operated blocks, which include Green Canyon Blocks 236, 237, 238, 280, 281, and 282, located— Green Canyon is a Deepwater region in the deepwaters offshore Louisiana.

9


There are no conventional fixed or mooredCentral U.S. Gulf of Mexico and is a key focus area both industry-wide and for our exploration activities. We operate two production platformsfacilities in the field-instead the subsea wells are tied back toregion, including a dynamically positioned floating production unit, the HP-I. The HP-I interconnects with the Phoenix Field throughHelix Producer I (“HP-I”), that is leased from Helix Energy Solutions Group, Inc. (“Helix”).

Mississippi Canyon Mississippi Canyon is a production buoy that can be disconnected if the HP-I cannot maintain its position on station, such as during the approach of a hurricane orDeepwater region in the eventeastern portion of the Central U.S Gulf of Mexico with a mechanical problem with the dynamic positioning system. There were 11 wells contributingtrack record of prolific production and ongoing exploration success that continues to unlock new resources. We operate three production facilities in the Phoenix Field during 2019.region and are active as both an operator and non-operating partner in numerous development projects and producing fields.

Pompano The Pompano Field is comprised of eight operated blocks, which include Viosca Knoll Blocks 989Shelf and 990, and Mississippi Canyon Blocks 26, 27, 28, 29, 72 and 73 located in the deepwaters offshore Louisiana. The Pompano Field’s three current subsea systems were tied back to a fixed leg platform with a total of 24 wells contributing to production during 2019.Gulf Coast

Ram Powell The Ram Powell FieldU.S. Gulf of Mexico Shelf (the “Shelf”) and Gulf Coast area spans an enormous geographical area across the basin and provides diverse production from numerous operated production facilities. The Shelf area is compriseda producing region of six operated blocks which include Viosca Knoll Blocks 911, 912, 913, 955, 956the basin with attractive redevelopment and 957 located in the deepwaters offshore Louisiana. The Ram Powell Field has 10 wells contributing to production that were located on a tension leg platform in Viosca Knoll Block 956 during 2019.recovery enhancement opportunities.

Amberjack — The Amberjack Field is comprised12


Table of three operated blocks which include Mississippi Canyon Block 108, 109 and 110. The Amberjack Field had 26 wells contributing to production located on a fixed structure platform in Mississippi Canyon Block 109 during 2019.Contents

Mexico

Mexico Properties

Our areasarea of focus in Mexico are blocksis Block 7 located within the Sureste Basin, a prolific proven hydrocarbon province, in the shallow waters off the coast of Mexico’s Veracruz and Tabasco states, respectively. We have executed Production Sharing Contractsstate. As of December 31, 2021, our core area in Mexico is illustrated below:

img122374969_2.jpg 

Block 7 — On July 15, 2015, a Talos-led consortium was awarded Block 7 (“PSCs”Block 7 Consortium”) with a term of thirty years, starting in September 2015, and extendable for two additional five-year periods. The Company’s participation interest (“PI”) in Block 7 is 35% and we are the operator. The Block 7 Consortium made a significant discovery in Block 7 after drilling the Zama-1 in 2017, less than two years after signing a production sharing contract (“PSC”) for the block with Mexico's upstream oil and gas regulator, the National HydrocarbonsHydrocarbon Commission (“CNH”),. Subsequent to the Zama-1 discovery, we drilled three additional wells to further appraise the discovery.

Upon conclusion of the three well appraisal program, we determined that the Zama Field likely extended into a nearby offshore block owned by Petróleos Mexicanos (“PEMEX”). On July 7, 2020, we received a notice from Mexico’s oilSecretaría de Energía (“Ministry of Energy” or “SENER”) instructing the Block 7 Consortium and gas regulator.PEMEX to unitize the Zama Field. The Block 7 Consortium and PEMEX engaged a third-party reservoir engineering firm to evaluate initial tract participation within the Zama reservoir, which concluded that the Block 7 Consortium holds 49.6% of the gross interest in the Zama Field and PEMEX holds 50.4%. On July 2, 2021, we were notified by SENER that it had designated PEMEX as the operator of the Zama unit. During the third quarter of 2021, we submitted Notices of Dispute (“Notices of Dispute”) to the Government of Mexico over decisions taken by SENER, including the designation of PEMEX as the operator of a yet-to-be unitized asset.

The PSC forms the basis for the Company’s exploration, development and production operations on Block 2 and7. The Block 7 PSCs — The PSC includes a cost recovery feature pursuant to which eligible costs in relation to the minimum work program activities are recoverable in-kind at a rate of 125% of costs from future production volumes. Production volumes are allocated in-kind between the consortiumBlock 7 Consortium and the United Mexican States on a monthly basis based on the contractual value of the hydrocarbons as defined in the PSC. Up to 60% of the monthly contractual value of the hydrocarbons will be allocated to the consortiumBlock 7 Consortium to recover eligible costs incurred in petroleum activities. Eligible costs exceeding 60% of the current month contractual value of the hydrocarbons will be recoverable in future periods. The amount of royalties will be determined for each type of hydrocarbons (oil, associated natural gas, non-associated natural gas and condensate) using an initial rate, adjusted thereafter for inflation. The remaining value of the hydrocarbons after the allocation for cost recovery and royalties is considered operating profit under the PSC. The allocation of operating profit to the consortiumBlock 7 Consortium after the allocation for cost recovery and royalties on Blocks 2 and 7 is 44% and 31%, respectively.. The profit for oil and gas is determined on a monthly basis using an adjustment mechanism based on the projects rate of return (“ROR”). In the event thatIf the cumulative project’s ROR in any one month exceeds 25%, the barrels of oil allocated to the consortiumBlock 7 Consortium after cost recovery are reduced on a sliding scale. Once the cumulative project’s internal ROR meets or exceeds 40%, the reduction locks in at a maximum rate. The Hydrocarbons Revenue Law provides that exploration and extraction activities are zero rated for value-added tax (“VAT”) purposes; all other activities are taxed at 16% VAT. The 0% rates only apply to agreements between the United Mexican States and state-owned enterprises or entities, and do not apply to any other agreement executed with third parties, even in the case of exploration and extraction contracts. The Mexico income tax rate is 30%.

1013


Table of Contents

Block 31 PSC The PSC includesWe own a cost recovery feature pursuant to which eligible costs in relation to the minimum work program activities are recoverable in-kind at a rate of 125% of costs from future production volumes. Production volumes are allocated in-kind between the consortium and the United Mexican States on a monthly basis based on the contractual value of the hydrocarbons as defined in the PSC. Up to 60% of the monthly contractual value of the hydrocarbons will be allocated to the consortium to recover eligible costs incurred in petroleum activities. Eligible costs exceeding 60% of the current month contractual value of the hydrocarbons will be recoverable in future periods. The amount of royalties will be determined for each type of hydrocarbons (oil, associated natural gas, non-associated natural gas and condensate) using an initial rate, adjusted thereafter for inflation. The remaining value of the hydrocarbons after the allocation for cost recovery and royalties is considered operating profit under the PSC. The allocation of operating profit to the consortium after the allocation for cost recovery and royalties on Blocks 31 is 35%. The profit for oil and gas is determined on a monthly basis using an adjustment mechanism based on the projects ROR. In the event that the cumulative project’s ROR in any one month exceeds 25%, the barrels of oil allocated to the consortium after cost recovery are reduced on a sliding scale. Once the cumulative project internal ROR meets or exceeds 40%, the reduction locks in at a maximum rate. The Hydrocarbons Revenue Law provides that exploration and extraction activities are zero rated for VAT purposes; all other activities are taxed at 16% VAT. The 0% rates only apply to agreements between the United Mexican States and state-owned enterprises or entities, and do not apply to any other agreement executed with third parties, even in the case of exploration and extraction contracts. The income tax rate is 30%.

As of December 31, 2019, our core properties in Mexico are presented in the following acreage map:

Block 7 In July 2017, we completed drilling operations on the offshore Mexico Zama-1 exploration well, reaching a total depth of 13,480 feet. The Zama-1 well is the first offshore exploration well to be drilled in Mexico by the private sector. Well results confirmed the base of the reservoir section, with no penetration of an oil-water contact. The gross oil bearing interval is over 1,100 feet with petrophysical data indicating excellent rock properties and an oil sample with 30 degree API gravity oil. The well has been suspended as a future producer.

In the fourth quarter of 2018, we spud the Zama-2 well, the first appraisal well to be drilled in the field. The Zama-2 well confirmed the results of the original Zama-1 exploration well. In the first quarter of 2019, we drilled the second appraisal penetration, the Zama-2 ST1 well, which successfully tested the northern limits of the reservoir, acquired over 700 feet of whole core to collect detailed rock properties and performed successful well tests in several perforated intervals, reaching an unstimulated and restricted combined production rate of 8.2 MBoepd gross, of which 95% was oil.

11


In the second quarter of 2019, we concluded our three well appraisal of the Zama discovery. The Zama-3 well was drilled to test the southern extent of the reservoir. Well results included the capturing of approximately 717 feet of whole core.

Front-End Engineering & Design work is advancing to optimize the recovery and economic development of the field and allow for the earliest possible initial production date. We have significantly narrowed the number of potential development concepts and the prevailing concept design will be the basis for the development. We were also granted a two-year contract term extension as well as regulatory approvals to allow for exploration activities on additional retained acreage PI in Block 7,31, which is separate and incremental to the Zama discovery. See Part IV, Item 15. Exhibits, Financial Statement Schedules — Note 4 — Property, Plant & Equipment for further detail on our Mexico properties.

In September 2018, we and our consortium partners in Block 7 signed a Pre-Unitization Agreement (“PUA”) with Pemex Exploracion y Produccion (“Pemex”) related to certain tracts within the Amoca-Yaxche-03 allocation and the contiguous Block 7 PSC. Both areas are situated in the offshore portion of the Sureste Basin. The two year PUA enables information sharing related to the Zama discovery and potential extension into Pemex’s neighboring block. The PUA has been approvedoperated by the Mexican Secretariat of Energy (“SENER”). Our participation interests (“PIs”) in Block 7 is 35%. We are the operator of Block 7.

Block 2 In September 2018, we entered into a transaction (the “Hokchi Cross Assignment”) with Hokchi Energy, S.A. de C.V. (“Hokchi”), a subsidiary of Pan American Energy LLC (“PAE”),LLC. To date, we have participated in a two-well drilling campaign that was conducted during 2019. In considering the appraisal program proposed by Hokchi for Block 31, we made an election to cross assign 25% PIsnon-consent the program in order to allow us to allocate capital to other projects. We recorded an impairment of $18.1 million for our unproved property investment in Block 2 and Block 31. Our assignment of a 25% PI in Block 2 to Hokchi closed on December 21, 2018, and Hokchi’s assignment to us closed on May 22, 2019. Following the completion of the Hokchi Cross Assignment, we own a 25% PI in each of Block 2 and Block 31 and Hokchi is the operator of both blocks.

As a result of our evaluation of unproved property located in Block 2 offshore Mexico, specifically future exploratory drilling opportunities, results from the exploratory wells drilled during the second quarter of 2019 andyear ended December 31, 2021, as the Block 2 production sharing contract’s expiration date, we recorded a $12.2 millioncosts were not recoverable. This non-cash impairment is presented asin “Write-down of oil and natural gas properties” on our Consolidated Statements of Operations in Part IV, Item 15. Exhibits and Financial Statement Schedules. Also,

Carbon Capture & Sequestration

We are leveraging decades of experience with conventional geology and offshore energy operations to pursue our goal of developing future carbon capture and storage opportunities. We are actively evaluating potential project opportunities through our collaborative arrangements along the U.S. Gulf Coast. Our areas of development are illustrated below:

img122374969_3.jpg 

Jefferson County GLO Hub Project — In August 2021, we, along with partner Carbonvert, Inc., were selected as the winning bidder for the Texas General Land Office's (“GLO”) Jefferson County carbon storage site. The successful bid makes us the operator of what we expect to be the first large-scale offshore carbon storage location in the United States near the Beaumont and Port Arthur, Texas industrial corridor. As of December 31, 2021, the lease with the Texas GLO remained subject to negotiation of final terms, which we expect to conclude and finalize in mid-2022.

Freeport LNG Point Source Project — In November 2021, we announced that, along with partner Storegga Geotechnologies Limited (“Storegga”), we had executed a resultletter of intent with an affiliate of Freeport LNG Development, L.P. (“Freeport LNG”) to develop a CCS project immediately adjacent to its existing LNG pre-treatment facilities in Freeport, Texas. The project intends to utilize a Freeport LNG-owned geological sequestration site located less than half a mile from point of capture with up to a 30-year injection term, and thus the project benefits from a dedicated source of carbon dioxide (“CO2”) and a secured injection site in close physical proximity. The companies anticipate first injection could occur by the end of 2024. As of December 31, 2021, definitive documentation with Freeport LNG remained subject to negotiation of final terms, which we expect to conclude and finalize in early 2022.

14


Table of Contents

River Bend Hub Project — In February 2022, we announced our entry into (i) a lease agreement for a major carbon capture and sequestration project along the Mississippi River industrial corridor and (ii) a memorandum of understanding with EnLink Midstream, LLC (“EnLink”) to jointly develop a carbon capture, transportation and sequestration joint service offering focused on the Mississippi River industrial corridor. The joint service offering is being marketed to potential customers by both us and EnLink. The lease agreement will allow for three sequestration sites near EnLink’s existing pipelines. We will be the project manager and operator of the 2019 drilling program, the consortium has fulfilled the minimum work program requirements for the Block 2 area.

Block 31 — In July 2019, we spud the first project on Block 31, the Xaxamani-2EXP well. This is the first well in the Olmeca project area, which is a shallow oil project set upinjection, storage, and monitoring and will be joined by the Xaxamani-1 exploratory well drilled in 2003, which logged oil pay in several intervals. Also in the third quarter 2019, PAE drilled the exploratory well, Tolteca-1EXP. A successful drill-stem test on the Xaxamani-2EXP confirmed productivity by producing oil to the surface. The two-well drilling campaign further confirmed the oil and gas discovery. The operator submitted an Appraisal Plan for the Xaxamani discovery in the fourth quarter of 2019. The Xaxamani discovery is located approximately one mile from shore on the Gulf of Mexico shelf. As a result of the 2019 drilling program, pending government approval, the Block 31 consortium has fulfilled the minimum work program requirements. Talos holds a 25% working interest in Block 31.our partner, Storegga.

12


Summary of Reserves

The following table summarizes our estimated proved reserves as of December 31, 2019, 2018 and 2017 which are all located in the United States.States:

 

 

Oil

(MBbls)

 

 

Natural Gas

(MMcf)

 

 

NGL

(MBbls)

 

 

MBoe

 

 

Standardized

Measure

(in thousands)

 

 

PV -10

(in thousands)

 

December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proved Developed Producing

 

 

53,777

 

 

 

64,192

 

 

 

3,855

 

 

 

68,331

 

 

 

 

 

 

$

1,837,964

 

Proved Developed Non-Producing

 

 

18,239

 

 

 

51,189

 

 

 

2,878

 

 

 

29,648

 

 

 

 

 

 

 

378,244

 

Total Proved Developed

 

 

72,016

 

 

 

115,381

 

 

 

6,733

 

 

 

97,979

 

 

 

 

 

 

 

2,216,208

 

Proved Undeveloped

 

 

34,738

 

 

 

40,617

 

 

 

2,248

 

 

 

43,756

 

 

 

 

 

 

 

776,814

 

Total Proved

 

 

106,754

 

 

 

155,998

 

 

 

8,981

 

 

 

141,735

 

 

$

2,537,595

 

 

$

2,993,022

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proved Developed Producing

 

 

62,162

 

 

 

69,409

 

 

 

4,342

 

 

 

78,072

 

 

 

 

 

 

$

2,510,213

 

Proved Developed Non-Producing

 

 

23,368

 

 

 

61,955

 

 

 

3,762

 

 

 

37,456

 

 

 

 

 

 

 

680,942

 

Total Proved Developed

 

 

85,530

 

 

 

131,364

 

 

 

8,104

 

 

 

115,528

 

 

 

 

 

 

 

3,191,155

 

Proved Undeveloped

 

 

27,009

 

 

 

39,660

 

 

 

2,592

 

 

 

36,211

 

 

 

 

 

 

 

734,108

 

Total Proved

 

 

112,539

 

 

 

171,024

 

 

 

10,696

 

 

 

151,739

 

 

$

3,340,246

 

 

$

3,925,263

 

December 31, 2017(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proved Developed Producing

 

 

23,656

 

 

 

37,161

 

 

 

1,930

 

 

 

31,780

 

 

 

 

 

 

$

776,786

 

Proved Developed Non-Producing

 

 

13,804

 

 

 

40,416

 

 

 

1,385

 

 

 

21,924

 

 

 

 

 

 

 

270,363

 

Total Proved Developed

 

 

37,460

 

 

 

77,577

 

 

 

3,315

 

 

 

53,704

 

 

 

 

 

 

 

1,047,149

 

Proved Undeveloped

 

 

35,344

 

 

 

50,079

 

 

 

3,232

 

 

 

46,921

 

 

 

 

 

 

 

760,520

 

Total Proved

 

 

72,804

 

 

 

127,656

 

 

 

6,547

 

 

 

100,625

 

 

$

1,807,669

 

 

$

1,807,669

 

 

Oil
(MBbls)

 

Natural Gas
(MMcf)

 

NGL
(MBbls)

 

MBoe

 

Standardized
Measure
(in thousands)

 

PV -10
(in thousands)

 

December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Proved developed producing

 

70,183

 

 

108,238

 

 

7,426

 

 

95,649

 

 

 

$

3,073,168

 

Proved developed non-Producing

 

23,237

 

 

78,204

 

 

4,366

 

 

40,637

 

 

 

 

599,010

 

Total proved developed

 

93,420

 

 

186,442

 

 

11,792

 

 

136,286

 

 

 

 

3,672,178

 

Proved undeveloped

 

14,344

 

 

49,911

 

 

2,643

 

 

25,305

 

 

 

 

253,819

 

Total proved

 

107,764

 

 

236,353

 

 

14,435

 

 

161,591

 

$

3,440,611

 

$

3,925,997

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

Proved developed producing

 

64,763

 

 

119,824

 

 

4,958

 

 

89,692

 

 

 

$

1,556,221

 

Proved developed non-producing

 

20,244

 

 

84,230

 

 

3,146

 

 

37,428

 

 

 

 

197,924

 

Total proved developed

 

85,007

 

 

204,054

 

 

8,104

 

 

127,120

 

 

 

 

1,754,145

 

Proved undeveloped

 

24,300

 

 

53,154

 

 

2,754

 

 

35,913

 

 

 

 

244,340

 

Total proved

 

109,307

 

 

257,208

 

 

10,858

 

 

163,033

 

$

1,904,934

 

$

1,998,485

 

December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Proved developed producing

 

53,777

 

 

64,192

 

 

3,855

 

 

68,331

 

 

 

$

1,837,964

 

Proved developed non-producing

 

18,239

 

 

51,189

 

 

2,878

 

 

29,648

 

 

 

 

378,244

 

Total proved developed

 

72,016

 

 

115,381

 

 

6,733

 

 

97,979

 

 

 

 

2,216,208

 

Proved undeveloped

 

34,738

 

 

40,617

 

 

2,248

 

 

43,756

 

 

 

 

776,814

 

Total proved

 

106,754

 

 

155,998

 

 

8,981

 

 

141,735

 

$

2,537,595

 

$

2,993,022

 

(1)

Does not include reserves acquired in the Stone Combination, which closed in May 10, 2018.

Reconciliation of Standardized Measure to PV-10

PV-10 is a non-GAAP financial measure and differs from the standardized measure of discounted future net cash flows, which is the most directly comparable GAAP financial measure. PV-10 is a computation of the standardized measure of discounted future net cash flows on a pre-tax basis. PV-10 is equal to the standardized measure of discounted future net cash flows at the applicable date, before deducting future income taxes, discounted at 10 percent.10%. We believe that the presentation of PV-10 is relevant and useful to investors because it presents the discounted future net cash flows attributable to our estimated net proved reserves prior to taking into account future corporate income taxes, and it is a useful measure for evaluating the relative monetary significance of our oil and natural gas properties. Further, investors may utilize the measure as a basis for comparison of the relative size and value of our reserves to other companies without regard to the specific tax characteristics of such entities. We use this measure when assessing the potential return on investment related to our oil and natural gas properties. PV-10, however, is not a substitute for the standardized measure of discounted future net cash flows. Our PV-10 measure and the standardized measure of discounted future net cash flows do not purport to represent the fair value of our oil and natural gas reserves.

The following table provides a reconciliation of the standardized measure of discounted future net cash flows to PV-10 of our proved reserves at December 31, 2019, 2018 and 2017.(in thousands):

 

Year Ended December 31,

 

 

2021

 

2020

 

2019

 

Standardized measure

$

3,440,611

 

$

1,904,934

 

$

2,537,595

 

Present value of future income taxes discounted at 10%

 

485,386

 

 

93,551

 

 

455,427

 

PV-10 (Non-GAAP)

$

3,925,997

 

$

1,998,485

 

$

2,993,022

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017(1)

 

Standardized measure

 

$

2,537,595

 

 

$

3,340,246

 

 

$

1,807,669

 

Present value of future income taxes discounted at 10%

 

 

455,427

 

 

 

585,017

 

 

 

 

PV-10 (Non-GAAP)

 

$

2,993,022

 

 

$

3,925,263

 

 

$

1,807,669

 

(1)15

For the tax year ended December 31, 2017, we were not a taxpaying entity for federal income tax purposes, we were not subject to federal or state income taxes and thus made no provision for federal or state income taxes in the calculation of our standardized measure.

13


Table of Contents

Changes in Proved Developed Reserves

The following table discloses our estimated changes in proved developed reserves during the year ended December 31, 2019:reserves:

Oil, Natural Gas


and NGLs

(MBoe)

(MBoe)

Proved developed reserves at December 31, 20182020

127,120

115,528

Changes during the year:

Production(1)

(23,500

(18,956

)

Revisions of previous estimates

15,076

(11,485

)

Additions

1,806

5,663

AcquiredConversion to proved developed producing reserves

15,784

2,147

Conversion to Proved Developed Producing reserves

5,082

Total proved developed reserves changes

9,166

(17,549

)

Proved developed reserves at December 31, 2019

97,979

(1)2021

Excludes approximately 3.0 MBoe of Mexico well test production

136,286

Our proved developed reserves at December 31, 2021 increased by 9.2 MMBoe, or 7% primarily due to:

Revisions of Previous Estimates DownwardUpward revisions of 11.515.1 MMBoe are primarily attributable to a decrease13.2 MMBoe increase in commodity prices and under performance compared to expectationsas well as net increase of 6.51.9 MMBoe in the Phoenix Field, 3.3 MMBoe in the Ram Powell Field and 2.3 MMBoe in the Pompano Field.performance revisions across our core areas.

Additions Additions in 2019 of 5.71.8 MMBoe are primarily attributable to the successful drilling in the EW 305 Field which consists of EW Block 306 A-2 ST2, EW Block 306 A-10 ST2Crown and the GI Block 82 A-22 wells which were included in our 2019 shallow water drilling campaign.

Acquired — Acquired proved developed reserves of 2.1 MMBoe are attributable to the January 2019 acquisition of an approximate 9.6% non-operated working interest in the GunflintAnchor Field located in the Mississippi Canyon area (the “Gunflint Acquisition”).core area.

Development of Proved Undeveloped Reserves

The following table discloses our estimated proved undeveloped (“PUD”) reserve activities during the year ended December 31, 2019:activities:

 

Oil, Natural Gas
and NGLs

 

Future
Development
Costs

 

 

(MBoe)

 

(in thousands)

 

Proved undeveloped reserves at December 31, 2020

 

35,913

 

$

315,453

 

Changes during the year:

 

 

 

 

Revisions of previous estimates

 

5,176

 

 

64,423

 

Conversion to proved developed producing reserves

 

(15,784

)

 

(71,844

)

Total proved undeveloped reserves changes

 

(10,608

)

 

(7,421

)

Proved undeveloped reserves at December 31, 2021

 

25,305

 

$

308,032

 

 

 

Oil, Natural Gas

and NGLs

 

 

Future

Development

Costs

 

 

 

(MBoe)

 

 

(in thousands)

 

Proved undeveloped reserves at December 31, 2018

 

 

36,211

 

 

$

396,666

 

Changes during the year:

 

 

 

 

 

 

 

 

Extensions and discoveries

 

 

10,067

 

 

 

162,025

 

Revisions of previous estimates

 

 

2,045

 

 

 

2,815

 

Acquired

 

 

515

 

 

 

7,651

 

Conversion to Proved Developed Producing reserves

 

 

(5,082

)

 

 

(67,497

)

Total proved undeveloped reserves changes

 

 

7,545

 

 

 

104,994

 

Proved undeveloped reserves at December 31, 2019

 

 

43,756

 

 

$

501,660

 

Our PUD reserves at December 31, 2019 increased2021 decreased by 7.510.6 MMBoe, or 21%30% primarily due to:

Extensions and DiscoveriesAdditions of 10.1 MMBoe of PUD reserves were the result of field evaluations primarily in the Green Canyon Block 21 for 4.0 MMBoe and Pompano Fields for 4.0 MMBoe.

Revisions of Previous Estimates Upward revisions of 2.05.2 MMBoe are primarily dueattributable to increased PUD allocation based on offset proved developed producing (“PDP”) performancean increase in Phoenix Tornado B-6 reservoir. These revisions were partially offset by the lease expiration of Eugene Island 305 reserves of 1.2 MMBoe.commodity prices across our core areas.

Acquired Acquisitions of 0.5 MMBoe of PUD reserves in the MC 948 Block as a result of the Gunflint Acquisition in January 2019.

14


Conversion to Proved Developed Producing — 2018 PUD to proved developed conversionsConversions of 5.115.8 MMBoe isare primarily attributable to our Deepwater drilling campaign which included successful development wells in our Phoenix Field and Grand Canyon 18 Field located in the Phoenix Field’s Boris 4 well.Green Canyon core area.

We annually review all PUD reserves to ensure an appropriate plan for development exists. Our PUD reserves are required to be converted to proved developed reserves within five years of the date they are first booked as PUD reserves.reserves, unless the reserves are associated with an existing producing zone. Future development costs associated with our PUD reserves at December 31, 20192021 totaled approximately $501.7$308.0 million, primarilyof which $123.0 million, $93.7 million and $91.3 million is attributable the Phoenix Field’s $340.4 million future development costs.to our Green Canyon, Shelf and Gulf Coast and Mississippi Canyon core areas, respectively. When considering capital expenditures associated with other exploration projects and abandonment obligations, we expect to fund the development of PUD reserves using cash flows from operations and, if needed, availability under the Company’s senior reserve-based revolving credit facility (the “Bank Credit Facility”), in each future annual period prior to the five year expiration. Our 20202022 drilling program includes development of PUD reserves, and the conversion rate may not be uniform due to obligatory wells, newly acquired PUD reserves and production performance targets.

16


Table of Contents

Internal Controls over Reserve Estimates and Reserve Estimation Procedures

At December 31, 2019, 20182021, 2020 and 2017,2019, proved oil, natural gas and NGL reserves attributable to our net interests in oil and natural gas properties were estimated and compiled for reporting purposes by our reservoir engineers and audited by Netherland, Sewell & Associates, Inc. (“NSAI”), independent petroleum engineers and geologists, as described in further detail below.

Our policies regarding internal controls over the determination of reserves estimates require reserves quantities, reserves categorization, future producing rates, future net revenue and the present value of such future net revenue prepared using the definitions set forth in Regulation S-X, Rule 4-10(a) and subsequent SEC staff interpretations and guidance. These internal controls, which are intended to ensure reliability of our reserves estimations, include, but are not limited to, the following:

reserve information, as well as models used to estimate such reserves, is stored on secure database applications to which only authorized personnel are given access rights consistent with their assigned job function;
a comparison of historical expenses is made to the lease operating costs in the reserve database;
internal reserves estimates are reviewed by well and by area by our reservoir engineers. A variance analysis by well to the previous year-end reserve report is performed;
reserve estimates are reviewed and approved by certain members of senior management, including our President and Chief Executive Officer;
our management requires that the independent petroleum engineers and geologists and our reserve quantities and calculation of the net present value of the reserves, collectively, vary by no more than 10% in the aggregate, in accordance with Society of Petroleum Evaluation Engineers (“SPEE”) auditing standards;
data is transferred to NSAI through a secure file transfer protocol site; and
material reserve variances are discussed among NSAI, as applicable, our internal reservoir engineers and our Director of Reserves to ensure the best estimate of remaining reserves.

Reserve information, as well as models used to estimate such reserves, is stored on secure database applications to which only authorized personnel are given access rights consistent with their assigned job function.

A comparison of historical expenses is made to the lease operating costs in the reserve database.

Internal reserves estimates are reviewed by well and by area by our reservoir engineers. A variance analysis by well to the previous year-end reserve report is performed.

Reserve estimates are reviewed and approved by certain members of senior management, including our President and Chief Executive Officer.

We engaged NSAI to perform an independent audit of our processes and the reasonableness of our estimates of proved reserves at December 31, 2019, 2018 and 2017. Our management requires that the independent petroleum engineers and geologists and our reserve quantities and calculation of the net present value of the reserves, collectively, vary by no more than 10% in the aggregate, in accordance with Society of Petroleum Evaluation Engineers (“SPEE”) auditing standards.

Data is transferred to NSAI through a secure file transfer protocol site.

Material reserve variances are discussed among NSAI, as applicable, our internal reservoir engineers and our Director of Reserves to ensure the best estimate of remaining reserves.

Because these estimates depend on many assumptions, any or all of which may differ substantially from actual results, reserve estimates may be different from the quantities of oil, natural gas and NGLs that are ultimately recovered.

15


During the reserves audit, NSAI did not independently verify the accuracy and completeness of information and data furnished by us with respect to ownership interests, oil, natural gas and NGL production, well test data, historical costs of operation and development, product prices or any agreements relating to current and future operations of the fields and sales of production. However, if in the course of the examination something came to the attention of NSAI that brought into question the validity or sufficiency of any such information or data, NSAI did not rely on such information or data until it had satisfactorily resolved its questions relating thereto or had independently verified such information or data. When compared on a well by well basis, some of our estimates are greater and some are less than the estimates of NSAI. Given the inherent uncertainties and judgments that go into estimating proved reserves, differences between internal and external estimates are to be expected. NSAI determined that its estimates of reserves have been prepared in accordance with the definitions and regulations of the SEC, including the criteria of “reasonable certainty,” as it pertains to expectations about the recoverability of reserves in future years, under existing economic and operating conditions, consistent with the definition in Rule 4-10(a)(24) of Regulation S-X. NSAI issued unqualified audit opinions on our reserves as of December 31, 2019, 20182021, 2020 and 20172019 based upon its evaluations. NSAI concluded that our estimates of reserves were, in the aggregate, reasonable and have been prepared in accordance with Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the SPEE. The 2021 NSAI reports arereport is filed as exhibitsExhibit 99.1 to this report.Annual Report.

17


Table of Contents

Technologies Used in Reserve Estimation

The SEC’s reserves rules allow the use of techniques that have been proved effective by actual production from projects in the same reservoir or an analogous reservoir or by other evidence using reliable technology that establishes reasonable certainty. The term “reasonable certainty” implies a high degree of confidence that the quantities of oil, natural gas and/or NGLs actually recovered will equal or exceed the estimate. To achieve reasonable certainty, our internal reservoir engineers employed technologies that have been demonstrated to yield results with consistency and repeatability. The technologies and economic data used in the estimation of our proved reserves include, but are not limited to, well logs, geologic maps, seismic data, well test data, production data, historical price and cost information and property ownership interests. The accuracy of the estimates of our reserves is a function of:

the quality and quantity of available data and the engineering and geological interpretation of that data;
estimates regarding the amount and timing of future operating costs, development costs and workovers, all of which may vary considerably from actual results;
future prices of oil, natural gas and NGLs, which may vary considerably from those mandated by the SEC; and
the judgment of the persons preparing the estimates.

the quality and quantity of available data and the engineering and geological interpretation of that data;

estimates regarding the amount and timing of future operating costs, development costs and workovers, all of which may vary considerably from actual results;

future prices of oil, natural gas and NGLs, which may vary considerably from those mandated by the SEC; and

the judgment of the persons preparing the estimates.

Qualifications of Primary Internal Engineer

Our Director of Reserves is the technical person primarily responsible for overseeing the preparation of our internal reserve estimates and for coordinating reserve audits conducted by NSAI. He has over 4547 years of industry experience with positions of increasing responsibility, including 3739 years as a reserves evaluator or manager. His further professional qualifications include a State of Texas Professional Engineering License, extensive internal and external reserve training and asset evaluation. In addition, he is an active participant in industry reserve seminars and professional industry groups, and has been a member of the Society of Petroleum Engineers (“SPE”) for over 4547 years. He reports directly to our Vice President of Corporate Development.

16


Drilling Activity

The following table sets forth our drilling activity duringactivity:

 

Exploratory and Appraisal Wells

 

Development Wells

 

 

 

 

 

 

Productive(1)

 

Dry(2)

 

Total

 

Productive(1)

 

Dry(2)

 

Total

 

Total

 

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Net

 

December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

 

 

 

 

2.0

 

 

1.5

 

 

2.0

 

 

1.5

 

 

5.0

 

 

2.4

 

 

 

 

 

 

5.0

 

 

2.4

 

 

7.0

 

 

3.9

 

Mexico

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

2.0

 

 

1.5

 

 

2.0

 

 

1.5

 

 

5.0

 

 

2.4

 

 

 

 

 

 

5.0

 

 

2.4

 

 

7.0

 

 

3.9

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States(3)

 

2.0

 

 

0.7

 

 

 

 

 

 

2.0

 

 

0.7

 

 

3.0

 

 

1.9

 

 

 

 

 

 

3.0

 

 

1.9

 

 

5.0

 

 

2.6

 

Mexico

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

2.0

 

 

0.7

 

 

 

 

 

 

2.0

 

 

0.7

 

 

3.0

 

 

1.9

 

 

 

 

 

 

3.0

 

 

1.9

 

 

5.0

 

 

2.6

 

December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

3.0

 

 

2.3

 

 

1.0

 

 

0.8

 

 

4.0

 

 

3.1

 

 

3.0

 

 

2.7

 

 

 

 

 

 

3.0

 

 

2.7

 

 

7.0

 

 

5.8

 

Mexico

 

 

 

 

 

2.0

 

 

0.5

 

 

2.0

 

 

0.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2.0

 

 

0.5

 

Total

 

3.0

 

 

2.3

 

 

3.0

 

 

1.3

 

 

6.0

 

 

3.6

 

 

3.0

 

 

2.7

 

 

 

 

 

 

3.0

 

 

2.7

 

 

9.0

 

 

6.3

 

(1)
A productive well is an exploratory or development well found to be capable of producing either oil or natural gas in sufficient quantities to justify completion as an oil or natural gas producing well. Productive wells are included in the years ended December 31, 2019, 2018table in the year they were determined to be productive, as opposed to the year the well was drilled.
(2)
A dry well is an exploratory or development well that is not a productive well. Dry wells are included in the table in the year they were determined not to be productive, as opposed to the year the well was drilled.
(3)
One gross and 2017:

 

 

Exploratory and Appraisal Wells

 

 

Development Wells

 

 

Total

 

 

 

Productive(1)

 

 

Dry(2)

 

 

Total

 

 

Productive(1)

 

 

Dry(2)

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

Gross

 

 

Net

 

 

Gross

 

 

Net

 

 

Gross

 

 

Net

 

 

Gross

 

 

Net

 

 

Gross

 

 

Net

 

 

Gross

 

 

Net

 

 

Gross

 

 

Net

 

December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

 

3.0

 

 

 

2.3

 

 

 

1.0

 

 

 

0.8

 

 

 

4.0

 

 

 

3.1

 

 

 

3.0

 

 

 

2.7

 

 

 

 

 

 

 

 

 

3.0

 

 

 

2.7

 

 

 

7.0

 

 

 

5.8

 

Mexico

 

 

 

 

 

 

 

 

2.0

 

 

 

0.5

 

 

 

2.0

 

 

 

0.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2.0

 

 

 

0.5

 

Total

 

 

3.0

 

 

 

2.3

 

 

 

3.0

 

 

 

1.3

 

 

 

6.0

 

 

 

3.6

 

 

 

3.0

 

 

 

2.7

 

 

 

 

 

 

 

 

 

3.0

 

 

 

2.7

 

 

 

9.0

 

 

 

6.3

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

 

 

 

 

 

 

 

1.0

 

 

 

0.1

 

 

 

1.0

 

 

 

0.1

 

 

 

5.0

 

 

 

5.0

 

 

 

 

 

 

 

 

 

5.0

 

 

 

5.0

 

 

 

6.0

 

 

 

5.1

 

Mexico

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

1.0

 

 

 

0.1

 

 

 

1.0

 

 

 

0.1

 

 

 

5.0

 

 

 

5.0

 

 

 

 

 

 

 

 

 

5.0

 

 

 

5.0

 

 

 

6.0

 

 

 

5.1

 

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

 

4.0

 

 

 

3.7

 

 

 

 

 

 

 

 

 

4.0

 

 

 

3.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.0

 

 

 

3.7

 

Mexico

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

4.0

 

 

 

3.7

 

 

 

 

 

 

 

 

 

4.0

 

 

 

3.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.0

 

 

 

3.7

 

net development well had a dual completion in an exploratory zone.

18


Table of Contents

(1)

A productive well is an exploratory or development well found to be capable of producing either oil or natural gas in sufficient quantities to justify completion as an oil or natural gas producing well. Productive wells are included in the table in the year they were determined to be productive, as opposed to the year the well was drilled.

(2)

A dry well is an exploratory or development well that is not a productive well. Dry wells are included in the table in the year they were determined not to be productive, as opposed to the year the well was drilled.

As of December 31, 2019,2021, we had wells actively drilling or completing and wells suspended or awaiting completion, as follows:

 

Actively Drilling or Completing

 

Wells Suspended or Waiting on Completion

 

 

Exploratory

 

Development

 

Exploratory

 

Development

 

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Net

 

United States

 

 

 

 

 

1.0

 

 

1.0

 

 

1.0

 

 

0.3

 

 

 

 

 

Mexico(1)

 

 

 

 

 

 

 

 

 

4.0

 

 

1.5

 

 

 

 

 

Total

 

 

 

 

 

1.0

 

 

1.0

 

 

5.0

 

 

1.8

 

 

 

 

 

 

 

Actively Drilling or Completing

 

 

Wells Suspended or Waiting on Completion

 

 

 

Exploratory

 

 

Development

 

 

Exploratory

 

 

Development

 

 

 

Gross

 

 

Net

 

 

Gross

 

 

Net

 

 

Gross

 

 

Net

 

 

Gross

 

 

Net

 

United States

 

 

1.0

 

 

 

0.5

 

 

 

 

 

 

 

 

 

1.0

 

 

 

0.3

 

 

 

 

 

 

 

Mexico

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6.0

 

 

 

2.0

 

 

 

 

 

 

 

Total

 

 

1.0

 

 

 

0.5

 

 

 

 

 

 

 

 

 

7.0

 

 

 

2.3

 

 

 

 

 

 

 

(1)
Excludes 2.0 gross and 0.5 net exploratory wells suspended or waiting on completion previously disclosed related to our Mexico Block 31 lease that as of December 31, 2021 have been fully impaired due to our non-consent of the appraisal program. See Part I, Items 1 and 2. Business and Properties — Hydrocarbon Properties — MexicoBlock 31 for additional information.

Productive Wells

The number of our productive wells is as follows for the year ended December 31, 2019:2021:

 

Gross

 

Net

 

Crude oil

 

198.0

 

 

148.7

 

Natural gas

 

70.0

 

 

38.8

 

Total(1)

 

268.0

 

 

187.5

 

 

 

Gross

 

 

Net

 

Crude oil

 

 

175.0

 

 

 

152.0

 

Natural gas

 

 

55.0

 

 

 

39.8

 

Total

 

 

230.0

 

 

 

191.8

 

(1)
Includes 8.0 gross and 6.7 net wells with dual completions.

Acreage

Gross and net developed and undeveloped acreage is as follows for the year ended December 31, 2019:2021:

 

Developed Acres

 

Undeveloped Acres

 

Total Acres

 

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Net

 

United States:

 

 

 

 

 

 

 

 

 

 

 

 

Deepwater(1)

 

280,913

 

 

137,171

 

 

490,705

 

 

206,735

 

 

771,618

 

 

343,906

 

Shelf

 

287,894

 

 

176,295

 

 

127,287

 

 

99,988

 

 

415,181

 

 

276,283

 

Total United States

 

568,807

 

 

313,466

 

 

617,992

 

 

306,723

 

 

1,186,799

 

 

620,189

 

Mexico(2)

 

 

 

 

 

69,530

 

 

17,843

 

 

69,530

 

 

17,843

 

Total

 

568,807

 

 

313,466

 

 

687,522

 

 

324,566

 

 

1,256,329

 

 

638,032

 

 

 

Developed Acres

 

 

Undeveloped Acres

 

 

Total Acres

 

 

 

Gross

 

 

Net

 

 

Gross

 

 

Net

 

 

Gross

 

 

Net

 

United States

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deepwater

 

 

174,354

 

 

 

126,402

 

 

 

504,297

 

 

 

283,220

 

 

 

678,651

 

 

 

409,622

 

Shelf

 

 

263,956

 

 

 

198,806

 

 

 

125,464

 

 

 

95,172

 

 

 

389,420

 

 

 

293,978

 

Total United States

 

 

438,310

 

 

 

325,208

 

 

 

629,761

 

 

 

378,392

 

 

 

1,068,071

 

 

 

703,600

 

Mexico

 

 

 

 

 

 

 

 

122,356

 

 

 

36,332

 

 

 

122,356

 

 

 

36,332

 

Total

 

 

438,310

 

 

 

325,208

 

 

 

752,117

 

 

 

414,724

 

 

 

1,190,427

 

 

 

739,932

 

(1)
Does not include 57.6 gross and 36.7 net undeveloped acres from the November 2021 Federal Lease Sale in which we were the apparent high bidder. As of December 31, 2021, the BOEM has not awarded these leases. See Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Significant Developments —Federal Lease Sale for additional information.

17


(2)
Includes 64.9 gross and 16.2 net undeveloped acres from our Mexico Block 31 lease that as of December 31, 2021 have been fully impaired due to our non-consent of the appraisal program. See Part I, Items 1 and 2. Business and Properties — Hydrocarbon Properties — MexicoBlock 31 for additional information.

Undeveloped acreage is considered to be those leased acres on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and natural gas regardless of whether or not such acreage contains proved reserves. Included within undeveloped acreage are those leased acres (held by production under the terms of a lease) that are not within the spacing unit containing, or acreage assigned to, the productive well holding such lease. The terms of our leases on undeveloped acreage as of December 31, 20192021 are scheduled to expire as shown in the table below (the terms of which may be extended by drilling and production operations):

 

Gross

 

 

Net

 

2020

 

 

90,640

 

 

 

61,936

 

2021

 

 

74,707

 

 

 

31,071

 

Gross

 

Net

 

2022

 

 

156,669

 

 

 

63,492

 

 

133,630

 

46,066

 

2023

 

 

165,452

 

 

 

140,040

 

 

174,813

 

120,090

 

2024

 

 

50,616

 

 

 

25,291

 

 

107,480

 

37,710

 

2025 and beyond

 

 

214,033

 

 

 

92,894

 

2025

 

46,166

 

25,778

 

2026

 

23,040

 

10,656

 

2027 and beyond

 

202,393

 

 

84,266

 

Total

 

 

752,117

 

 

 

414,724

 

 

687,522

 

 

324,566

 

19


Table of Contents

Crude Oil, Natural Gas and NGL Production, Prices and Production Costs

Our production volumes, average sales prices and average production costs are as follows:

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Production Volumes:

 

 

 

 

 

 

 

 

 

 

 

 

Crude oil (MBbls)

 

 

13,847

 

 

 

11,771

 

 

 

7,048

 

Natural gas (MMcf)

 

 

23,306

 

 

 

22,771

 

 

 

16,308

 

NGLs (MBbls)

 

 

1,228

 

 

 

1,176

 

 

 

706

 

Total (MBoe)

 

 

18,959

 

 

 

16,742

 

 

 

10,472

 

Percent of Boe from crude oil

 

 

73

%

 

 

70

%

 

 

67

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Sales Price (including commodity derivatives):

 

 

 

 

 

 

 

 

 

 

 

 

Crude oil (Per Bbl)

 

$

59.23

 

 

$

57.12

 

 

$

52.46

 

Natural gas (Per Mcf)

 

$

2.55

 

 

$

3.16

 

 

$

2.93

 

NGLs (Per Bbl)

 

$

16.02

 

 

$

30.50

 

 

$

23.59

 

Average (Per Boe)

 

$

47.43

 

 

$

46.60

 

 

$

41.46

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Sales Price (excluding commodity derivatives):

 

 

 

 

 

 

 

 

 

 

 

 

Crude oil (Per Bbl)

 

$

60.17

 

 

$

66.42

 

 

$

48.92

 

Natural gas (Per Mcf)

 

$

2.37

 

 

$

3.23

 

 

$

3.00

 

NGLs (Per Bbl)

 

$

16.02

 

 

$

30.50

 

 

$

23.59

 

Average (Per Boe)

 

$

47.90

 

 

$

53.24

 

 

$

39.18

 

Average Lease Operating Expense (Per Boe)

 

$

12.84

 

 

$

13.52

 

 

$

14.59

 

18


 

Year Ended December 31,

 

 

2021

 

2020

 

2019

 

Production Volumes:

 

 

 

 

 

 

Crude oil (MBbls)

 

16,159

 

 

13,665

 

 

13,847

 

Natural gas (MMcf)

 

32,795

 

 

28,652

 

 

23,306

 

NGLs (MBbls)

 

1,875

 

 

1,559

 

 

1,228

 

Total (MBoe)

 

23,500

 

 

19,999

 

 

18,959

 

Percent of MBoe from crude oil

 

69

%

 

68

%

 

73

%

 

 

 

 

 

 

 

Average Sales Price (including commodity derivatives):

 

 

 

 

 

 

Crude oil (per Bbl)

$

49.67

 

$

47.36

 

$

59.23

 

Natural gas (per Mcf)

$

3.11

 

$

2.00

 

$

2.55

 

NGLs (per Bbl)

$

26.54

 

$

9.90

 

$

16.02

 

Average (per Boe)

$

40.61

 

$

35.99

 

$

47.43

 

 

 

 

 

 

 

 

Average Sales Price (excluding commodity derivatives):

 

 

 

 

 

 

Crude oil (per Bbl)

$

65.86

 

$

37.09

 

$

60.17

 

Natural gas (per Mcf)

$

3.98

 

$

1.87

 

$

2.37

 

NGLs (per Bbl)

$

26.54

 

$

9.90

 

$

16.02

 

Average (per Boe)

$

52.96

 

$

28.80

 

$

47.90

 

Average Lease Operating Expense (per Boe)

$

12.07

 

$

12.33

 

$

12.84

 

Crude Oil, Natural Gas and NGL Production, Prices and Production Costs—Significant Fields

Green Canyon Core Area Phoenix Field

The following table sets forth certain information regarding our production volumes, average sales prices and average production costs for the Phoenix Field, which consisted of 15% or more of our total estimated proved reserves at December 31, 2019, 2018 and 2017:reserves:

 

Year Ended December 31,

 

 

2021

 

2020

 

2019

 

Production Volumes:

 

 

 

 

 

 

Crude oil (MBbls)

 

4,201

 

 

4,000

 

 

4,812

 

Natural gas (MMcf)

 

3,871

 

 

3,552

 

 

4,803

 

NGLs (MBbls)

 

411

 

 

345

 

 

368

 

Total (MBoe)

 

5,257

 

 

4,937

 

 

5,980

 

Percent of MBoe from crude oil

 

80

%

 

81

%

 

80

%

 

 

 

 

 

 

 

Average Sales Price (excluding commodity derivatives):

 

 

 

 

 

 

Crude oil (per Bbl)

$

66.27

 

$

37.53

 

$

59.72

 

Natural gas (per Mcf)

$

4.55

 

$

2.22

 

$

2.74

 

NGLs (per Bbl)

$

30.05

 

$

12.70

 

$

15.68

 

Average (per Boe)

$

58.66

 

$

32.89

 

$

51.23

 

Average Lease Operating Expense (per Boe)

$

4.86

 

$

6.12

 

$

5.90

 

20

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Production Volumes:

 

 

 

 

 

 

 

 

 

 

 

 

Crude oil (MBbls)

 

 

4,812

 

 

 

5,160

 

 

 

4,657

 

Natural gas (MMcf)

 

 

4,803

 

 

 

5,311

 

 

 

5,203

 

NGLs (MBbls)

 

 

368

 

 

 

491

 

 

 

520

 

Total (MBoe)

 

 

5,980

 

 

 

6,536

 

 

 

6,044

 

Percent of Boe from crude oil

 

 

80

%

 

 

79

%

 

 

77

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Sales Price (excluding commodity derivatives):

 

 

 

 

 

 

 

 

 

 

 

 

Crude oil (Per Bbl)

 

$

59.72

 

 

$

65.11

 

 

$

48.75

 

Natural gas (Per Mcf)

 

$

2.74

 

 

$

3.57

 

 

$

3.48

 

NGLs (Per Bbl)

 

$

15.68

 

 

$

29.04

 

 

$

24.49

 

Average (Per Boe)

 

$

51.23

 

 

$

56.48

 

 

$

42.66

 

Average Lease Operating Expense (Per Boe)

 

$

5.90

 

 

$

4.35

 

 

$

4.46

 


Table of Contents

Mississippi Canyon Core Area Pompano Field

The following table sets forth certain information regarding our production volumes, average sales prices and average production costs for the Pompano Field, which consisted of 15% or more of our total estimated proved reserves at December 31, 2019 and 2018.reserves:

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018 (1)

 

Production Volumes:

 

 

 

 

 

 

 

 

Crude oil (MBbls)

 

 

3,324

 

 

 

2,042

 

Natural gas (MMcf)

 

 

2,320

 

 

 

1,758

 

NGLs (MBbls)

 

 

236

 

 

 

151

 

Total (MBoe)

 

 

3,947

 

 

 

2,486

 

Percent of Boe from crude oil

 

 

84

%

 

 

82

%

 

 

 

 

 

 

 

 

 

Average Sales Price (excluding commodity derivatives):

 

 

 

 

 

 

 

 

Crude oil (Per Bbl)

 

$

61.83

 

 

$

69.06

 

Natural gas (Per Mcf)

 

$

2.61

 

 

$

3.50

 

NGLs (Per Bbl)

 

$

14.49

 

 

$

30.95

 

Average (Per Boe)

 

$

54.49

 

 

$

61.08

 

Average Lease Operating Expense (Per Boe)

 

$

2.17

 

 

$

1.88

 

 

Year Ended December 31,

 

 

2021

 

2020

 

2019

 

Production Volumes:

 

 

 

 

 

 

Crude oil (MBbls)

 

2,716

 

 

2,852

 

 

3,324

 

Natural gas (MMcf)

 

2,626

 

 

2,179

 

 

2,320

 

NGLs (MBbls)

 

254

 

 

216

 

 

236

 

Total (MBoe)

 

3,408

 

 

3,431

 

 

3,947

 

Percent of MBoe from crude oil

 

80

%

 

83

%

 

84

%

 

 

 

 

 

 

 

Average Sales Price (excluding commodity derivatives):

 

 

 

 

 

 

Crude oil (per Bbl)

$

67.33

 

$

38.51

 

$

61.83

 

Natural gas (per Mcf)

$

4.68

 

$

2.28

 

$

2.61

 

NGLs (per Bbl)

$

25.54

 

$

6.51

 

$

14.49

 

Average (per Boe)

$

59.17

 

$

33.86

 

$

54.49

 

Average Lease Operating Expense (per Boe)

$

3.57

 

$

2.90

 

$

2.17

 

(1)

The year ended December 31, 2018 includes the period from the Stone Closing Date, May 10, 2018, through December 31, 2018.

Expenditures and Costs Incurred

For information on property development, exploration and acquisition costs, see Part IV, Item 15. Exhibits and Financial Statement Schedules — Note 1513Supplemental Oil and Gas Disclosures (Unaudited).

19


Title to Properties

We believe that we have satisfactory title to our oil and natural gas properties in accordance with generally accepted industry standards. Individual properties may be subject to burdens such as royalties, overriding royalties, and carried, net profits, working and other outstanding interests customary in the industry. In addition, interests may be subject to obligations or duties under applicable laws or burdens such as production payments, ordinary course liens incidental to operating agreements and for current taxes and development obligations under oil and natural gas leases. As is customary in the industry in the case of undeveloped properties, often limited investigation of record title is made at the time of acquisition. Title search investigations are made prior to the consummation of an acquisition of producing properties and before commencement of drilling operations on undeveloped properties. To the extent title opinions or other investigations reflect defects affecting such undeveloped properties, we are typically responsible for curing any such title defects at our expense.

Commodity Price Risks and Price Risk Management Activities

Production from our properties is marketed using methods that are consistent with industry practices. Sales prices for oil and natural gas production are negotiated based on factors normally considered in the industry, such as an index or spot price, price regulations, distance from the well to the pipeline, commodity quality and prevailing supply and demand conditions. We enter into derivative contracts on our oil and natural gas production primarily to stabilize cash flows and reduce the risk and financial impact of downward commodity price movements on commodity sales. For additional information regarding our commodity price risk and commodity derivative instruments, see Part II, Item 7A —7A. Quantitative and Qualitative Disclosures About Market Risk.

21


Table of Contents

Significant Customers

Oil and natural gas companies spend capital on exploration, drilling and production operations expenditures, the amount of which is generally dependent on the prevailing view of future oil and natural gas prices which are subject to many external factors which may contribute to significant volatility in future prices. We market substantially all of our oil, natural gas and NGL production from the properties we operate and those we do not operate. Our customers consist primarily of major oil and gas companies, well-established oil and pipeline companies and independent oil and natural gas producers and suppliers. We perform ongoing credit evaluations of our customers and provide allowances for probable credit losses when necessary. For the year ended December 31, 2019, 58%2021, 45% and 28%29% of our oil, natural gas and NGL revenues were attributable to Shell Trading (US) Company and Phillips 66,Chevron Products Company, respectively, which are the customers that individually represented 10% or more of our oil, natural gas and NGL revenues.

Competitive Conditions

The oil and natural gas business is highly competitive in the exploration for and acquisition of reserves, the acquisition of oil and natural gas leases, equipment and personnel required to find and produce reserves and in the gathering and marketing of oil, natural gas and NGLs. We compete with large integrated oil and natural gas companies as well as independent exploration and production companies. Certain of our competitors may have significantly more financial or other resources available to them. In addition, certain of the larger integrated companies may be better able to respond to industry changes, including price fluctuation, oil and natural gas demand and governmental regulations.

However, we believe our high quality oil-weighted production base, proven expertise in utilizing seismic technology to identify, evaluate and develop exploitation and exploration opportunities, balanced mix of assets in the U.S. Gulf of Mexico deep and shallow waters and significant operating control give us a strong competitive position relative to many of our competitors.

Seasonality of Business

Weather conditions affect the demand for, and prices of, oil and natural gas. Due to these seasonal fluctuations, our results of operations for individual quarterly periods may not be indicative of the results that may be realized on an annual basis. Generally, but not always, the demand for gas decreases during the summer months and increases during the winter months. Seasonal anomalies such as mild winters or hot summers may impact general seasonal changes in demand.

20


Insurance Matters

Our oil and natural gas operations are subject to risks incident to the operation of oil and gas wells, including, but not limited to, uncontrolled flows of oil, gas, brine or well fluids into the environment, blowouts, cratering, mechanical difficulties, fires, explosions or other physical damage, pollution or other risks, any of which could result in substantial losses to us. In addition, our oil and natural gas properties are located in the U.S. Gulf of Mexico, which makes us more vulnerable to tropical storms and hurricanes. These hazards can cause personal injury or loss of life, severe damage to and destruction of property and equipment, pollution or environmental damage and the suspension of operations. Damages arising from such occurrences may result in lawsuits asserting large claims. Insurance may not be sufficient or effective under all circumstances or against all hazards to which we may be subject. A successful claim for which we are not fully insured could have a material adverse effect on our financial condition, results of operations and cash flow. Although we obtain insurance against some of these risks, we cannot insure against all possible losses. As a result, any damage or loss not covered by insurance could have a material adverse effect on our financial condition, results of operations and cash flow.

We have insurance policies to cover some of our risk of loss associated with our operations, and we maintain the amount of insurance we believe is prudent. However, not all of our business activities can be insured at the levels we desire because of either limited market availability or unfavorable economics (limited coverage for the underlying cost).

22


Table of Contents

Our general property damage insurance provides varying ranges of coverage based upon several factors, including well counts and the cost of replacement facilities. Our general liability insurance program provides a limit of $500 million for each occurrence and in the aggregate, and includes varying deductibles. Our Offshore Pollution Act insurance is subject to a maximum of up to $150 million for each occurrence and in the aggregate, including a $100,000 retention. Coverage is provided for damage to our assets resulting from a named U.S. Gulf of Mexico windstorm; however, such coverage is subject to a maximum of $170$175 million per named windstorm and in the aggregate, and is also subject to a maximum of $35$15 million per occurrence retention.retention dependent on location. We separately maintain an operators extra expense policy with additional coverage for an amount up to $500 million for U.S. Gulf of Mexico deepwaterDeepwater drilling wells, $150 million for U.S. Gulf of Mexico shelfShelf drilling wells, $75 million for U.S. Gulf of Mexico producing and shut-in wells, $75 million for drilling and workover in inland waters and $25 million for drilling and workover in onshore fields that would cover costs involved in making a well safe after a blow-out or getting the well under control; re-drilling a well to the depth reached prior to the well being out of control or blown out; costs for plugging and abandoning the well; and costs for clean-up and containment and for damages caused by contamination and pollution. For our Mexico insurance policies, we maintain $250 million in operators extra expense coverage for operations and $500 million per occurrence and aggregate limit for general liability.

We may increase or decrease insurance coverage around our key strategic assets, including potentially purchasing catastrophic bond instruments. Our highest value assets, which are located in the Phoenix Field, produce through the HP-I floating production system, which has the capability to disconnect and move away in the event of a storm, mitigating the risk of property damage.

We customarily have reciprocal agreements with our customers and vendors in which each contracting party is responsible for its respective personnel for liability related to work performed for us. Under these agreements, we generally are indemnified against third party claims related to the injury or death of our customers’ or vendors’ personnel, subject to the application of various states’ laws.

21


Government Regulation

Exploration and development and the production and sale of oil, natural gas and NGLs are subject to extensive federal, state, local and foreign laws and regulations. An overview of these legal requirements is set forth below. Historically, our compliance with existing requirements has not had a material adverse effect on our financial position, results of operations or cash flows. However, current regulatory requirements may change, currently unforeseen environmental incidents may occur or past non-compliance with environmental laws or regulations may be discovered. Because such laws and regulations are frequently amended or reinterpreted, we are unable to predict the future cost or impact of complying with such laws. Although the regulatory burden on the oil and natural gas industry increases our cost of doing business and, consequently, affects our profitability, these burdens generally do not affect us any differently or to any greater or lesser extent than they affect others in our industry with similar types, quantities and locations of production.

General Overview — Our oil and natural gas operations are subject to various federal, state, local and foreign laws and regulations. Generally speaking, these regulations relate to matters that include, but are not limited to:

location of wells;

location of wells;

size of drilling and spacing units or proration units;

size of drilling and spacing units or proration units;

number of wells that may be drilled in a unit;

number of wells that may be drilled in a unit;

unitization or pooling of oil and natural gas properties;

unitization or pooling of oil and natural gas properties;

drilling and casing of wells;

drilling and casing of wells;

issuance of permits in connection with exploration, drilling and production;

issuance of permits in connection with exploration, drilling and production;

well production;

well production;

spill prevention plans;

spill prevention plans;

protection of private and public surface and ground water supplies;

protection of private and public surface and ground water supplies;

23


Table of Contents

emissions permitting or limitations;

emissions permitting or limitations;

protection of endangered species;

protection of endangered species;

use, transportation, storage and disposal of fluids and materials incidental to oil and natural gas operations;

use, transportation, storage and disposal of fluids and materials incidental to oil and natural gas operations;

surface usage and the restoration of properties upon which wells have been drilled;

surface usage and the restoration of properties upon which wells have been drilled;

calculation and disbursement of royalty payments and production taxes;

calculation and disbursement of royalty payments and production taxes;

requirements for the posting of supplemental bonds or providing other forms of financial assurance for the plugging and abandonment of wells located in the U.S. Gulf of Mexico and offshore Mexico and, following cessation of operations, the removal or appropriate abandonment of all production facilities, structures and pipelines in those areas (“P&A” or “decommissioning” obligations);

requirements for the posting of supplemental bonds or providing other forms of financial assurance for the plugging and abandonment of wells located in the United States Gulf of Mexico and offshore Mexico and, following cessation of operations, the removal or appropriate abandonment of all production facilities, structures and pipelines in those areas (“P&A” or “decommissioning” obligations);

performance of P&A obligations; and

performance of P&A obligations; and

transportation of production.

transportation of production.

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Outer Continental Shelf (“OCS”) RegulationOur operations on federal oil and natural gas leases in the United StatesU.S. Gulf of Mexico are subject to regulation by the Bureau of Safety and Environmental Enforcement (“BSEE”),BSEE, the Bureau of Ocean Energy Management (“BOEM”)BOEM and the Office of Natural Resources Revenue (“ONRR”), which are all agencies of the U.S. Department of the Interior (“DOI”). These leases are awarded by the BOEM based on competitive bidding and contain relatively standardized terms and require compliance with detailed BSEE and BOEM regulations and orders issued pursuant to various federal laws, including the federal Outer Continental Shelf Lands Acts (“OCSLA”). These laws and regulations are subject to change, and many new requirements, including those related to safety, permitting and performance, have been imposed by BSEE and BOEM subsequent to the 2010 Deepwater Horizon incident. For offshore operations, lessees must obtain BOEM approval for exploration, development and production plans prior to the commencement of suchtheir operations. In addition to permits required from other agencies such as the U.S. Environmental Protection Agency (the “EPA”(“EPA”), lessees must obtain a permit from BSEE prior to the commencement of drilling and comply with regulations governing, among other things, engineering and construction specifications for production facilities, safety procedures, P&A of wells on the OCS, calculation of royalty payments and the valuation of production for this purpose, and removaldecommissioning of facilities.facilities, structures and pipelines.

President Biden issued an executive order in January 2021 suspending federal offshore and onshore oil and gas leasing pending review and reconsideration of federal oil and gas leasing and permitting practices. The suspension of these federal leasing activities prompted legal action by several states against the Biden Administration, resulting in issuance of a nationwide preliminary injunction by a federal district judge in Louisiana in June 2021, effectively halting implementation of the leasing suspension. The federal government and a coalition of environmental groups are appealing the district court decision but, in the interim, BOEM scheduled a lease sale for certain blocks in the U.S. Gulf of Mexico consistent with the preliminary injunction, which sale occurred in November 2021. However, on January 27, 2022, a D.C. District Court judge vacated the lease sale on the basis that BOEM failed to consider the impact on foreign greenhouse gas emissions if the November 2021 lease sale was not held and the court determined that this failure was a violation of the National Environmental Policy Act and directing the DOI to consider certain climate effects of awarding the leases before deciding if DOI could proceed with a new lease sale. Pursuant to the court’s ruling, the DOI will have to conduct a new environmental analysis that takes into consideration such climate effects before holding a new lease sale. If this court ruling continues to stand, all of the winning bids identified for award pursuant to this lease sale will be invalidated, including our winning bids. Separately, the DOI released its report on federal oil and gas leasing and permitting practices in November 2021, following a review of the onshore and offshore federal oil and gas program. The report states an intent to modernize the federal oil and gas leasing program and, in respect of the offshore sector, recommends adjusting royalty rates to ensure that the full value of the tracts being leased are captured, strengthening financial assurance coverage amounts that are more protective of the Federal Government and taxpayers and establishing a “fitness to operate” criteria that companies would need to meet in respect of safety, environmental and financial responsibilities in order to operate on the OCS. Several of the report recommendations require action by the Congress and cannot be implemented unilaterally by the new administration and, thus, the extent to which the Biden Administration will act upon the report’s recommendations cannot be predicted at this time.

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Laws and regulations are subject to change, and the trend in the United States over the past decade has been for these governmental agencies to continue to evaluate and as necessary develop and implement new, more restrictive safety, permitting and performance requirements, although in recent years under the Trump Administration there have beenwere actions seeking to mitigate certain of those more rigorous standards. For example, in 2016, the BSEE under the Obama Administration published a final rule on well control that, among other things, imposed rigorous standards relating to the design, operation and maintenance of blow-out preventers, real-time monitoring of deepwater,Deepwater, high temperature, high pressure drilling activities, and enhanced reporting requirements. Pursuant to President Trump’s Executive Orders dated March 28, 2017,However, BSEE under the Trump Administration subsequently reconsidered the 2016 final rule and April 28, 2017 (the “Executive Orders”), BSEE initiated a review of the well control regulations to determine whether the rules are consistent with the stated policy of encouraging energy exploration and production, while ensuring that any such activity is safe and environmentally responsible. One consequence of this review is that on May 15, 2019, BSEE published final revisions to the existing 2016this rule on well control that became effective on July 15,in 2019 and, among other things, eliminated the requirement for a BSEE-approved verification organization for third parties providing certifications of certain critical well control functions. In another example, BSEE under the Obama Administration published a final rule in September 2018 amending its production safety systems regulations, which includes the imposition of operational and design standards and the removal of the requirement of offshore operators to certify through an independent third party that their critical2016 updating certain safety and pollution prevention equipment (e.g., subsea safety equipment, including blowout preventers) requirements for production safety equipment, including an obligation for independent third-party review and certification that safety and pollution prevention equipment is operational and functioning as designed in the most extreme conditions. There existsconditions, but in 2018, BSEE amended this rule, rolling back a number of safety requirements including the possibility that certain of these recent mitigatorythird-party review and certification obligation.

BSEE and/or BOEM under the Biden Administration may reconsider regulatory actions undertaken by the Trump Administration, could be withdrawn or revisedwith those agencies potentially seeking to adopt additional, more stringent safety, permitting and performance requirements. For example, in the futurefederal government’s most recent list of potential regulatory actions for 2022, the DOI lists proposed rulemaking initiatives for which notice is anticipated to be issued in the first half of 2022 in respect to such matters as increased safety, environmental and equipment reliability protections under the pipeline and pipeline rights-of-way requirements for operating on the OCS; establishing a result of litigation or by a different presidential administration to impose or re-implement more stringent standards.

comprehensive program for identifying, prioritizing and managing risks associated with OCS lease and grant obligations; and revising certain blowout preventor systems and well control requirements for operating on the OCS. Compliance with theseBiden Administration legislative, executive and regulatory actions or any new laws, regulations or other legal initiatives whether underthat impact oil and natural gas exploration, development and production activities on the Trump Administration or another administrationOCS could result in significant costs, including increased capital expenditures and operating costs, and could adversely impact our business. In addition,Our failure to comply with legal requirements under certain circumstances, BSEEthe OCSLA, our lease or applicable regulations may requireultimately result in BOEM cancelling one or more of our operations on federal leases, to be suspended or terminated. Anywhich such suspension or terminationcancellation could adversely affect our financial condition and operations.

Furthermore, tropical storms and hurricanes in the U.S. Gulf of Mexico can have a significant impact on oil and natural gas operations. The effects from past hurricanes have included structural damage to fixed production facilities, semi-submersibles and jack-up drilling rigs. The BOEM and BSEE continue to be concerned about the loss of these facilities and rigs as well as the potential for catastrophic damage to key infrastructure and the resultant pollution from future storms. In an effort to reduce the potential for future damage, the BOEM and the BSEE have periodically issued guidance aimed at improving platform survivability by taking into account environmental and oceanic conditions in the design of platforms and related structures. It is possible that similar, if not more stringent, requirements will be issued by the BOEM and the BSEE for future hurricane seasons. New requirements, if any, could increase our operating costs and/or capital expenditures.

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In addition, in order to cover the various decommissioning obligations of leases , rights of way (“ROWs”) and rights of use and easements (“RUEs”)lessees on the OCS, the BOEM generally requires that lessees post some form of acceptable financial assurances that such obligations will be met, such as surety bonds. The cost of such bonds or other financial assurance can be substantial, and we can provide no assurance that we can continue to obtain bonds or other surety in all cases. For example, inThe BOEM requires that lessees demonstrate financial strength and reliability according to its regulations and provide acceptable financial assurances to assure satisfaction of lease obligations, including decommissioning activities on the OCS. In 2016, the BOEM under the Obama Administration issued Notice to Lessees and Operators (“NTL”) No. 2016-N01 (the “2016#2016-N01 (“2016 NTL”), to clarify the procedures and guidelines that BOEM under the Obama Administration announced updated financial assurance and risk management requirements for offshore leases. The 2016 NTL details proceduresRegional Directors use to determine a lessee’s ability to carry out its lease obligations—primarily the decommissioning of facilities—if and whether to require lessees to furnishwhen additional financial assurance to meet BOEM’s estimateassurances may be required for OCS leases, rights of the lessees’ decommissioning obligations. The 2016 NTL supersedes the agency’s prior practiceway (“ROWs”) and rights of allowing lessees of a certain net worth to waive the need for supplemental bondsuse and provides updated criteria for determining a lessee’s ability to self-insure only a small portion of its OCS liabilities based upon the lessee’s financial capacity and financial strength. The 2016 NTL also allows lessees to meet their additional financial security requirements pursuant to an individually approved tailored plan, whereby a lessee and BOEM agree to set a timeframe for the posting of additional financial assurances. The 2016 NTL became effective in September 2016. Following the effectiveness ofeasement (“RUEs”). However, the 2016 NTL we received orders from BOEM in late 2016 to provide additional financial assurance in material amounts relating to our OCS properties (the “BOEM 2016 Orders”). We entered into discussions with BOEM regardingwas not fully implemented as the requested additional financial security and submitted a proposed tailored plan for the posting of additional financial security to the agency for review. However, BOEM under the Trump Administration has indefinitely delayed beyond June 30, 2017 implementation of the 2016 NTL, has rescinded the BOEM 2016 Orders while BOEM reviews its financial assurance programNTL in 2020 and, in October 2020, pursued a proposed rule published jointly with the BSEE that sought to date, has taken no action with respectclarify and provide greater transparency to our previously submitted proposed tailored plan.

We remain in active discussions with our government regulatorsdecommissioning and our industry peers with regard to any future rule making and financial assurance requirements. BOEM is continuing to review and reconsider its financial assurance program and thus the amounts of any financial assurance that may be demanded by the agency is uncertain at this time. Notwithstanding the 2016 NTL, BOEM may also bolster itsrelated financial assurance requirements mandated byimposed on oil and gas lessees (record title owners), sublessees (operating rights owners) and RUE and ROW grant holders conducting operations on the federal OCS. Consistent with recommendations made in the November 2021 DOI leasing report in response to President Biden’s January 2021 executive order, it is anticipated that the Biden Administration could pursue more stringent financial assurance requirements that could increase our operating costs. For example, in the federal government’s most recent list of potential regulatory actions for 2022, the BSEE lists its plans to pursue a BSEE-only rule for all companies operating in federal waters.early 2022 that would finalize the policies and procedures concerning compliance with OCS oil and gas decommissioning obligations pursuant to the BOEM whetherand BSEE jointly-proposed October 2020 rulemaking issued under the Trump Administration orAdministration. The BOEM will not be involved in final issuance of the October 2020 rulemaking, instead indicating under the federal government’s list that it will pursue a future administration, could also make new demands for additionalproposed rule in respect of financial assurance, as described earlier in material amountsthis section, that is anticipated to be issued in the event the agency chooses to implement the 2016 NTL. Such demands could exceed our ability to provide any additional financial assurance that may be required by BOEM in the future. mid-2022.

The future cost of compliance with our existingrespect to supplemental bonding, requirements, including the obligations imposed uponon us, whether as a resultcurrent or predecessor lessee or grant holder in respect of any new, more stringent, NTLs or final rules on supplemental bonding published by the 2016 NTL, toBOEM under the extent implemented, as well as any other future BOEM directives, or any other changes to BOEM’s rules applicable to our or our subsidiaries’ properties,Biden Administration, could materially and adversely affect our financial condition, cash flows and results of operations. Moreover, the BOEM has the right to issue liability orders in the future, including if it determines there is a substantial risk of nonperformance of the interest holder’s decommissioning liabilities.

Regulation in Shallow Waters Off the Coast of MexicoOur operations on oil and natural gas blocks in shallow waters off the coast of Mexico’s Veracruz and Tabasco states and in other Mexican offshore areas where we are assessing other exploration opportunities, are subject to regulation by SENER, the CNH and other Mexican regulatory bodies. The CNH is responsible for, among other things, overseeing the tender procedures for awarding contracts for the exploration and production of oil and natural gas in Mexican waters, managing and supervising contracts that have been awarded, and approving exploration and production plans. The PSCs that we and our consortium partners have entered into for the development of these acreages contain terms that impose on us the duty to comply with various laws and regulations. These laws and regulations govern, among other things, the exploration and exploitation of hydrocarbons (including certain national content requirements), the treatment, conveyance, marketing, transport and storage of petroleum, and requirements for industrial safety, operational security, and facility decommissioning. Failure to comply can result in the imposition of monetary penalties, revocation of permits, rescission of the relevant PSC, suspension of operations, and ordered decommissioning of offshore facilities and systems. The laws and regulations governing activities in the Mexican energy sector are relatively new, having beenwere significantly reformed in 2013, and the legal regulatory framework continues to evolve as SENER, the CNH and other Mexican regulatory bodies issue new regulations and guidance. Such regulations are subject to change, and it is possible that SENER, the CNH or other Mexican regulatory bodies may impose new or revised requirements that could increase our operating costs and/or capital expenditures for operations in Mexican offshore waters.

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Hydrocarbon Export Regulation in Mexico — Our operations on oil and natural gas blocks in shallow waters off the coast of Mexico’s Veracruz and Tabasco states are subject to regulation by SENER. Such regulations are subject to change, and it is possible that the Mexican National Agency of Industrial Safety and Environmental Protection of the Hydrocarbons Sector (“ASEA”) or other Mexican regulatory bodies may impose new or revised requirements that could increase our operating costs and/or capital expenditures for operations in Mexican offshore waters. For example, in December 2020, SENER published regulations affecting the granting of permits for the import and export of hydrocarbons. These regulations imposed additional constraints on permit applicants, and granted SENER more discretion in issuing, modifying, and revoking those permits. Previously, such permits would have had a term of 20 years – the December 2020 regulations limit terms to 5 years, restrict extensions and add new requirements. Subsequently, in May 2021, the Mexican government amended its federal Hydrocarbons Law in a manner that is anticipated to be beneficial to PEMEX, but have an adverse impact on privately-held oil and gas energy companies including by way of example, (i) authorizing SENER and the Mexican Energy Regulatory Commission (the “CRE”) to suspend or revoke hydrocarbon permits if there is imminent danger to national security, energy security or the national economy; (ii) allowing the government to temporarily occupy the facilities of hydrocarbon permit-holders to safeguard the national interest and hand over the operation of such facilities to State-owned entities, such as PEMEX; and (iii) allowing for denial by default of applications for new permits of private companies if the authorities do not respond within 90 days. Also in May 2021, the Mexican government made a second amendment to its Hydrocarbons Law, which such amendment halts the CRE’s power to enforce asymmetric regulation in the hydrocarbon, petroleum products and petrochemical markets, which regulation obligates PEMEX to comply with certain obligations that effectively limits its market position relative to its competitors. Amparo actions are being pursued in local courts in response to these legal changes and, as interim measures, court actions suspended the December 2020 regulations in March 2021, partially suspended portions of the first amendment to the Hydrocarbons Law (such suspension including the authorization to temporarily occupy facilities of permit-holders) in May 2021 and suspended the second amendment to the Hydrocarbons Law in May 2021. While these Amparo-driven suspensions apply to the entire oil and gas sector, these suspensions remain temporary in nature while the courts determine the legal validity of the regulations and amendments, and there remains the possibility that one or more of these suspensions may lifted or otherwise revised.

Environmental and Occupational Safety and Health Regulations

We are subject to various federal, state, local and foreign regulations concerning occupational safety and health as well as the discharge of materials into, and the protection of, the environment. Environmental laws and regulations relate to, among other things:

assessing the environmental impact of seismic acquisition, drilling or construction activities;
the generation, storage, transportation and disposal of waste materials;
the emission of certain gases into the atmosphere;
the monitoring, abandonment, reclamation and remediation of well and other sites, including sites of former operations;
various environmental permitting requirements, such as permits for wastewater discharges;
the development of emergency response and spill contingency plans;
specific operating criteria addressing worker protection; and
protection of private and public surface and ground water supplies.

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assessing the environmental impact of seismic acquisition, drilling or construction activities;

the generation, storage, transportation and disposal of waste materials;

the emission of certain gases into the atmosphere;

the monitoring, abandonment, reclamation and remediation of well and other sites, including sites of former operations;

various environmental permitting requirements, such as permits for wastewater discharges;

the development of emergency response and spill contingency plans;

specific operating criteria addressing worker protection; and

protection of private and public surface and ground water supplies.

Based on regulatory trends and increasingly stringent laws, our capital expenditures and operating expenses related to the protection of the environment and safety and health compliance have increased over the years and it is possible such expenses will continue to increase.increase in the future. We cannot predict with any reasonable degree of certainty our future exposure concerning such matters, and the cost of compliance could be significant. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of remedial obligations, natural resource damages or the issuance of injunctive relief (including orders to cease operations). Both onshore and offshore drilling in certain areas has been opposed by environmental groups and, in certain areas, has been restricted. Additionally, due primarily toPresident Biden has made the threatcombat of climate change arising from greenhouse gas (“GHG”)GHG emissions certain candidates seeking the office of President of the United States in 2020 have pledged to take actions to ban new mineral leases on federal properties, including offshore leases on the OCS. Moreover, somea priority under his administration. Some environmental laws and regulations may impose strict liability, which could subject us to liability for conduct that was lawful at the time it occurred or conduct or conditions caused by prior operators or third parties. To the extent laws are enacted or other governmental action is taken that prohibits or restricts onshore or offshore drilling or imposes environmental protection requirements that result in increased costs to the oil and gas industry in general, our business and financial results could be adversely affected.

We expect to continue making expenditures on a regular basis relating to environmental compliance. We maintain insurance coverage for spills, pollution and certain other environmental risks, although we are not fully insured against all such risks. Our insurance coverage provides for the reimbursement to us of certain costs incurred for the containment and clean-up of materials that may be suddenly and accidentally released in the course of our operations, but such insurance does not fully insure against pollution and similar environmental risks. We do not anticipate that we will be required under current environmental laws and regulations to expend amounts that will have a material adverse effect on our consolidated financial position or our results of operations. However, since environmental costs and liabilities are inherent in our operations and in the operations of companies engaged in similar businesses and since regulatory requirements frequently change and may become more stringent under the Biden Administration including in respect of GHG emissions, there can be no assurance that material costs and liabilities will not be incurred in the future. Such costs may result in increased costs of operations and acquisitions and decreased production.

Water Discharges — Our discharges into waters of the United States are limited by the federal Clean Water Act, as amended (“CWA”), and analogous state laws. The CWA prohibits any discharge of pollutants, including spills and leaks of oil and other substances, into waters of the United States, except in compliance with permits issued by federal and state governmental agencies. These discharge permits also include monitoring and reporting obligations. Failure to comply with the CWA, including discharge limits set by permits issued pursuant to the CWA, may also result in administrative, civil or criminal enforcement actions. Violations of the CWA can result in suspension, debarment or the imposition of statutory disability, each of which prevents companies and individuals from participating in government contracts and receiving some non-procurement government benefits. The CWA also requires the preparation of oil spill response plans and spill prevention, control and countermeasure plans.

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Oil Pollution Act — The Oil Pollution Act of 1990, as amended (“OPA”), holds owners and operators of offshore oil production or handling facilities, including the lessee or permittee of the area where an offshore facility is located, strictly liable for the costs of removing oil discharged into waters of the United States and for certain damages from such spills. OPA assigns joint and several strict liability, without regard to fault, to each liable party for all containment and oil removal costs and a variety of public and private damages including, but not limited to, the costs of responding to a release of oil, natural resource damages and economic damages suffered by persons adversely affected by an oil spill. Although defenses exist to the liability imposed by OPA, they are limited. OPA’s damages liability cap is currently $137.7 million; however, a party cannot take advantage of liability limits if a spill was caused by gross negligence or willful misconduct, resulted from violation of a federal safety, construction or operating regulation, or if the party failed to report a spill or cooperate fully in the clean-up. OPA also requires responsible parties to maintain evidence of financial responsibility in prescribed amounts. OPA currently requires a minimum financial responsibility demonstration of between $35 million to $150 million, based on a worst case oil spill discharge volume, for companies operating on the OCS, although the BOEM may increase this amount in certain situations, but in no event greater than $150 million. From time to time, the United States Congress has proposed, but not adopted, amendments to OPA raising the financial responsibility requirements. If OPA is amended to increase the minimum level of financial responsibility, we may experience difficulty in providing financial assurances sufficient to comply with this requirement. We cannot predict at this time whether OPA will be amended or whether the level of financial responsibility required for companies operating on the OCS will be increased. In any event, if an oil discharge or substantial threat of discharge were to occur, we may be liable for costs and damages, which costs and liabilities could be material to our results of operations and financial position.

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National Environmental Policy Act — The National Environmental Policy Act, as amended (“NEPA”), requires federal agencies, including the DOI, to consider the impacts their actions have on the human environment, and to prepare detailed statements for major federal actions having the potential to significantly impact the environment. These requirements can lead to additional costs and delays in permitting for operators as the DOI or its bureaus may need to prepare Environmental Assessments (“EA”) and more detailed Environmental Impact Statements (“EIS”) in support of its leasing and other activities that have the potential to significantly affect the quality of the environment. If the EA indicates that no significant impact is likely, then the agency can release a finding of no significant impact and carry on with the proposed action. Otherwise, the agency must then conduct a full-scale EIS. In July 2020, the Council on Environmental Quality (“CEQ”) under former President Trump’s Administration published a final rule modifying the NEPA including, among other things, establishing a time limit of two years for preparation of EIS statements and one year for the preparation of EAs, and also eliminating the responsibility to consider cumulative effects of a project. While the July 2020 rule modifying NEPA remains subject to ongoing litigation in several federal district courts, the CEQ, now under the Biden Administration, announced in October 2021, that it will propose a rule making three significant changes to the 2020 final rule, including authorizing agencies to consider direct, indirect and cumulative effects of major federal actions including upstream and downstream GHG emissions impacts of fossil fuel projects, allowing agencies to determine the purpose and need of a project, which allows consideration of less-harmful alternatives, and affording agencies greater flexibility in crafting their own NEPA procedures, consistent with CEQ regulations, so as to meet the agencies’ and public’s needs. The NEPA process involves public input through comment. These comments, as well as the agency’s analysis of the proposed project, can result in changes to the nature of a proposed project, such as by limiting the scope of the project or requiring resource-specific mitigation. The adequacy of the agency’s NEPA process can be challenged in federal court by process participants. This process may result in delaying the permitting and development of projects, and result in increased costs.

Endangered Species Act — The Endangered Species Act, as amended (“ESA”), restricts activities that may affect federally identified endangered and threatened species or their habitats. Additionally, the Migratory Bird Treaty Act, as amended (“MBTA”), implements various treaties and conventions between the United States and certain other nations for the protection of migratory birds. Under the MBTA, the taking, killing or possessing of migratory birds is unlawful without a permit. The U.S. Fish and Wildlife Service (“FWS”) under former President Trump issued a final rule on January 7, 2021, which notably clarifies that criminal liability under the MBTA will apply only to actions “directed at” migratory birds, its nests or its eggs; however, in October 2021, the FWS under the Biden Administration revoked the Trump Administration’s rule on incidental take and published an advanced notice of proposed rulemaking to codify a general prohibition on incidental take while establishing a process to regulate or permit exceptions to such a prohibition. The Marine Mammal Protection Act, as amended (“MMPA”), similarly prohibits the taking of marine mammals without authorization. Additionally, the U.S. Fish and Wildlife Service (“FWS”)FWS may make determinations on the listing of species as threatened or endangered under the ESA and litigation with respect to the listing or non-listing of certain species may result in more fulsome protections for non-protected or lesser-protected species. We conduct operations on oil and natural gas leases in areas where certain species that are protected by the ESA, MBTA and MMPA are known to exist and where other species that could potentially be protected under these statutes are known to exist. The FWS or the National Marine Fisheries Service may designate critical habitat that it believes is necessary for survival of a threatened or endangered species. A critical habitat designation could result in further material restrictions to federal land use and may materially delay or prohibit access to protected areas for oil and natural gas development. These statutes may result in operating restrictions or a temporary, seasonal or permanent ban in affected areas.

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Hazardous Substances and Waste Management — The Resource Conservation and Recovery Act, as amended (“RCRA”), generally regulates the disposal of solid and hazardous wastes and imposes certain environmental cleanup obligations. Although RCRA specifically excludes from the definition of hazardous waste “drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal energy,” the EPA and state agencies may regulate these wastes as solid wastes. However, it is possible that certain oil and natural gas drilling and production wastes now classified as non-hazardous could be classified as hazardous wastes in the future. For example, in response to a federal consent decree issued in 2016, the EPA was required during 2019 to determine whether certain Subtitle D criteria regulations require revision in a manner that could result in oil and natural gas wastes being regulated as RCRA hazardous wastes. In April 2019, the EPA made a determination that such revision of the regulations was unnecessary at this time. Any future loss of the RCRA exclusion for drilling fluids, produced waters and related wastes could result in increased costs to manage and dispose of generated wastes. Also, ordinary industrial wastes, such as paint wastes, waste solvents, laboratory wastes and waste oils, may be regulated as hazardous waste.

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Comprehensive Environmental Response, Compensation and Liability Act — The Comprehensive Environmental Response, Compensation and Liability Act, as amended (“CERCLA”), and comparable state laws impose liability, without regard to fault or the legality of the original conduct, on persons that are considered to have contributed to the release of a “hazardous substance” into the environment. Such “responsible persons” may be subject to joint and several liability under CERCLA for the costs of cleaning up the hazardous substances that have been released into the environment and for damages to natural resources. Further, it is not uncommon for coastal landowners or other third parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment.

Air EmissionsThe Clean Air Act, as amended (“CAA”), and comparable state statutes restrict the emission of air pollutants and affect both onshore and offshore oil and natural gas operations. New facilities may be required to obtain separate construction and operating permits before construction work can begin or operations may start, and existing facilities may be required to incur capital costs in order to remain in compliance. Also, the EPA has developed, and continues to develop, more stringent regulations governing emissions of toxic air pollutants and is considering the regulation of additional air pollutants and air pollutant parameters. For example, in 2015, the EPA loweredunder the Obama Administration issued a final rule under the CAA, making the National Ambient Air Quality Standard (“NAAQS”) for ground-level ozone from 75more stringent. Since that time, the EPA has issued area designations with respect to 70 parts per billion.ground-level ozone and, more recently, in December 2020, the EPA, under the Trump Administration, published a final action that, upon conducting a periodic review of the ozone standard in accord with CAA requirements, elected to retain the 2015 ozone NAAQS without revision on a going-forward basis; however, several groups have filed litigation over this December 2020 decision, and the Biden Administration has announced plans to reconsider the December 2020 final action in favor of a more stringent ground-level ozone NAAQS. State implementation of the revised NAAQS could result in stricter permitting requirements, delay or prohibit our ability to obtain such permits and result in increased expenditures for pollution control equipment, the costs of which could be significant.

Worker Health and Safety — The Occupational Safety and Health Act, as amended (“OSHA”), and comparable state statutes regulate the protection of the health and safety of workers. The OSHA hazard communication standard requires maintenance of information about hazardous materials used or produced in operations and provision of such information to employees. Other OSHA standards regulate specific worker safety aspects of our operations. Failure to comply with OSHA requirements can lead to the imposition of penalties.

Climate Change — ClimateThe threat of climate change continues to attract considerable public, politicalgovernmental and scientific attention.attention in the United States and in foreign countries. As a result, numerous regulatory initiativesproposals have been made, and are likely to continue to be made at the international, national, regional and state levels of government to monitor and limit existing emissions of GHGsGHG as well as to restrict or eliminate such future emissions. These regulatory efforts have included consideration of cap-and-trade programs, carbon taxes, GHG emissions reporting and tracking programs and regulations that directly limit GHG emissions from certain sources. In the United States, no comprehensive climate change legislation has been implemented at the federal level. However, the EPA has adopted regulations under the existing CAA that, among other things, impose pre-construction and operating permit requirements on certain large stationary sources, require the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources and implement New Source Performance Standards directing the reduction of methane from certain new, modified or reconstructed facilities in the oil and natural gas sector. Compliance with these rules or others could result in increased compliance costs on our operations. In November 2021, the EPA issued a proposed rule that would make methane emissions from the crude oil and natural gas sources category more stringent, by establishing Quad Ob new source and Quad Oc first-time existing source standards of performance for methane and volatile organic compound emissions for new sources and existing sources in the crude oil and natural gas source category. The EPA plans to issue a supplemental proposal enhancing this proposed rulemaking in 2022 that will contain additional requirements not included in the November 2021 proposed rule and the agency anticipates issuing a final rule by the end of 2022.

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Additionally, state implementation of revised air emission standards could result in stricter permitting requirements, delay, limit or prohibit our ability to obtain such permits and result in increased expenditures for pollution control equipment, the costs of which could be significant. At the international level, there exists the United Nations-sponsored “Paris Agreement,” which is a non-binding agreement among participating nations to limit their GHG emissions through individually-determined emissions reduction goals every five years after 2020. President Biden announced in April 2021 a new, more rigorous nationally determined emissions reduction level of 50-52% reduction from 2005 levels in economy-wide net GHG emissions by 2030. Moreover, the international community gathered again in Glasgow in November 2021 at the 26th Conference of the Parties (“COP26”), during which multiple announcements (not having the effect of law) were made, including a call for parties to eliminate certain fossil fuel subsidies and pursue further action on non-CO2 GHGs. Relatedly, the United States and European Union jointly announced at COP26 the launch of a Global Methane Pledge, an initiative which over 100 countries joined, committing to a collective goal of reducing global methane emissions by at least 30% from 2020 levels by 2030, including “all feasible reductions” in the energy sector. The impacts of these orders, pledges, agreements and any legislation or regulation promulgated to fulfill the United States’ commitments under the Paris Agreement, COP26, or other international conventions cannot be predicted at this time.

Governmental, scientific and public concern over the threat of climate change arising from GHG emissions has resulted in increasing federal political litigation and financial risks associated withrisk regarding climate change. In the production of fossil fuels and emission of GHGs. The adoption and implementation of any federal or state legislation, regulations orUnited States, President Biden has issued several executive orders calling for more expansive action to address climate change and limit new oil and gas operations on federal lands and waters. See Part I, Items 1 and 2. Business and Properties – Government Regulation – Outer Continental Shelf (“OCS”) Regulation for more information. Other actions that could be pursued by the Biden Administration include more restrictive requirements for the establishment of pipeline infrastructure or the occurrencepermitting of any litigation or financial developments that imposeLNG export facilities, as well as more stringent requirements or bans on GHG-emitting production activities or locations where such production activities may occur, impose liabilitiesemissions standards for past conduct relatingoil and gas facilities. Litigation risks are also increasing, as a number of cities, local governments and other plaintiffs have sought to GHG-emitting production activities, or limit or eliminate sources of financing for on-going production operations could require us to incur increased costs of compliance or costs of consuming, and thereby reduce demand for,bring suit against oil and natural gas companies in state or federal court, alleging, among other things, that we produce. See "Item 1A. Risk Factors – Oursuch companies created public nuisances by producing fuels that contributed to global warming effects, such as rising sea levels and therefore are responsible for roadway and infrastructure damages as a result, or alleging that the companies have been aware of the adverse effects of climate change for some time but defrauded their investors or customers by failing to adequately disclose those impacts. We are not currently a defendant in any of these lawsuits but could be named in actions making similar allegations. An unfavorable ruling in any such case could significantly impact our operations are subjectand could have an adverse impact on our financial condition.

Additionally, our access to capital may be impacted by climate change policies. Stockholders and bondholders currently invested in fossil fuel energy companies such as ours, but concerned about the potential effects of climate change, may elect in the future to shift some or all of their investments into non-fossil fuel energy related sectors. Institutional lenders who provide financing to fossil-fuel energy companies also have become more attentive to sustainable lending practices that favor “clean” power sources, such as wind and solar, making those sources more attractive, and some of them may elect not to provide funding for fossil fuel energy companies. Many of the largest U.S. banks have made “net zero” carbon emission commitments and have announced that they will be assessing financed emissions across their portfolios and taking steps to quantify and reduce those emissions. At COP26, the Glasgow Financial Alliance for Net Zero (“GFANZ”) announced that commitments from over 450 firms across 45 countries had resulted in over $130 trillion in capital committed to net zero goals. The various risks thatsub-alliances of GFANZ generally require participants to set short-term, sector-specific targets to transition their financing, investing, and/or underwriting activities to net zero emissions by 2050. These and other developments in the financial sector could result in increased operating costs, limit the areas in which oil and natural gas production may occur, and reduced demandlead to some lenders restricting access to capital for or divesting from certain industries or companies, including the oil and natural gas sector, or requiring that borrowers take additional steps to reduce their GHG emissions. Additionally, there is the possibility that financial institutions will be required to adopt policies that limit funding to fossil fuel energy companies.

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In late 2020, the Federal Reserve announced that it had joined the Network for Greening the Financial System (“NGFS”), a consortium of financial regulators focused on addressing climate-related risks in the financial sector. More recently, in November 2021, the Federal Reserve issued a statement in support of the efforts of the NGFS to identify key issues and potential solutions for the climate-related challenges most relevant to central banks and supervisory authorities. While we produce"cannot predict what policies may result from these announcements, a material reduction in the capital available to the fossil fuel industry could make it more difficult to secure funding for additional information relatingexploration, development, production, transportation, and processing activities, which could impact our business and operations. Separately, the SEC has announced in the federal government’s most recent list of potential regulatory actions for 2022 that it is pursuing several proposed rulemaking initiatives for which notice is anticipated to risks arising outbe issued in the first half of 2022 in respect to enhanced disclosures to be made by registrants for such topics as climate change, includinghuman capital management, board members and nominees and cybersecurity. The SEC has also announced that it is scrutinizing existing climate-change related disclosures in public filings, increasing the emissionpotential for enforcement if the SEC were to allege an issuer’s existing climate disclosures misleading or deficient.

Finally, some scientists have concluded that increasing concentrations of GHGs.GHG emissions in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, floods and other extreme climatic events, as well as chronic shifts in temperature and precipitation patterns. Our offshore operations are particularly at risk from severe climatic events, which have the potential to cause physical damage to our assets and thus could have an adverse effect on our exploration and production operations. Additionally, changing meteorological conditions, particularly temperature, may result in changes to the amount, timing, or location of demand for energy or the products we produce. While our consideration of changing weather conditions and inclusion of safety factors in design is intended to reduce the uncertainties that climate change and other events may potentially introduce, our ability to mitigate the adverse impacts of these events depends in part on the effectiveness of our facilities and our disaster preparedness and response and business continuity planning, which may not have considered or be prepared for every eventuality.

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Environmental Regulation in Shallow Waters Off the Coast of Mexico Our operations on oil and natural gas blocks in shallow waters off the coast of Mexico’s Veracruz and Tabasco states and in other Mexican offshore areas where we are assessing other exploration opportunities, are subject to regulation by the Mexican National Agency of Industrial Safety and Environmental Protection of the Hydrocarbons Sector (“ASEA”).ASEA. We must obtain ASEA-issued permits and comply with ASEA regulations governing hydrocarbon activities, including requirements for environmental impact and risk assessments, industrial safety, waste management, water and air emissions, operational security and facility decommissioning. Failure to comply with applicable laws and regulations can result in the imposition of monetary penalties, revocation of permits, suspension of operations and ordered decommissioning of offshore facilities and systems. The laws and regulations governing the protection of health, safety and the environment from activities in the Mexican energy sector are relatively new, having been significantly reformed following the establishment of ASEA in 2014 as a result of federal constitutional amendments approved in 2013, and 2014, and the legal regulatory framework continues to evolve as ASEA and other Mexican regulatory bodies issue new regulations and guidance. Such regulations are subject to change, and it is possible that ASEA or other Mexican regulatory bodies may impose new or revised requirements that could increase our environmental compliance-related operating costs and/or capital expenditures for operations in Mexican offshore waters.

For example, in January 2019,May 2020, the ASEA published the “General Administrative Provisions on theIndustrial Safety, Operational Safety and Environmental Protection Guidelines for the Design, Construction, Pre-start, Maintenance, Closing, Dismantling and Abandonment of theHydrocarbons Sector Facilities (the “Dismantling Guidelines”). The Dismantling Guidelines are mandatory for all hydrocarbon sector facilities that perform dismantling, abandonment and Transfer Operations associated with the Transportationclosing of hydrocarbon sector activities. The Dismantling Guidelines set out several obligations in terms of safety, reporting and risk, including establishing a closing, dismantling and/or Distribution of Hydrocarbons and/or Oil Productsabandonment activities by means other than Pipelines.” These legal provisions apply to permit holders in chargeprogram for each of the transportation or distributionrelevant phases. More recently, during the fourth quarter of hydrocarbons2021, ASEA announced its implementation of a “Popular Denunciation System” that will utilize an internet-based platform to allow persons, organizations and oil products by means other than pipelines,companies to anonymously report complaints against entities and companies operating in Mexico, including in respect of safety and environmental incidents such as, tank trucks, tank vessels and/or by railroad,for example, hydrocarbon spills and pollution events. We anticipate that ASEA will conduct investigations to substantiate the incidents identified in connection with the transfer, racking, loading, discharge, reception or delivery of such hydrocarbons and oil products. The permit holders must comply with requirements relating to insurance, facility construction and design, law compliance, and risk analysis scenarios.new reporting system.

Under the PSCs, we are jointly and severally liable for the performance of all obligations under the PSCs, including exploration, appraisal, extraction and abandonment activities and compliance with all environmental regulations, and failure to perform such obligations could result in contractual rescission of the PSCs.

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Federal Regulation of Sales and Transportation of Natural Gas — Our sales of natural gas are affected directly or indirectly by the availability, terms and cost of natural gas transportation. The prices and terms for access to pipeline transportation of natural gas are subject to extensive federal and state regulation. The transportation and sale for resale of natural gas in interstate commerce is regulated primarily under the Natural Gas Act of 1938 (“NGA”) and the Natural Gas Policy Act of 1978 (“NGPA”) and by regulations and orders promulgated under the NGA and/or NGPA by the Federal Energy Regulatory Commission (“FERC”). In certain limited circumstances, intrastate transportation and wholesale sales of natural gas may also be affected directly or indirectly by laws enacted by the United States Congress and by FERC regulations. However, certain offshore gathering and transportation services we rely upon are subject to limited FERC regulation and are regulated by the states.

Pursuant to authority delegated to it by the Energy Policy Act of 2005 (“EPAct 2005”), FERC promulgated anti-manipulation regulations establishing violation enforcement mechanisms that make it unlawful for any entity, directly or indirectly, in connection with the purchase or sale of natural gas or the purchase or sale of transportation services subject to the jurisdiction of FERC to (i) use or employ any device, scheme or artifice to defraud, (ii) make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading or (iii) engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon any entity. The EPAct 2005 also amended the NGA and the NGPA to give FERC authority to impose civil penalties for violations of these statutes and regulations, up to $1,291,894$1,388,496 per violation, per day for 20192021 (this amount is adjusted annually for inflation). FERC may also order disgorgement of profits and corrective action. The anti-market manipulation rule does not apply to activities that relate only to intrastate or other non-jurisdictional sales or gathering, but does apply to activities of natural gas pipelines and storage companies that provide interstate services, as well as otherwise non-jurisdictional entities to the extent the activities are conducted “in connection with” natural gas sales, purchases or transportation subject to FERC jurisdiction, which includes annual reporting requirements for entities that purchase or sell a certain volume of natural gas in a given calendar year. We believe, however, that neither the EPAct 2005 nor the regulations promulgated by FERC as a result of the EPAct 2005 will affect us in a way that materially differs from the way they affect other natural gas producers, gatherers and marketers with which we compete.

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Our sales of oil and natural gas are also subject to market manipulation and anti-disruptive requirements under the Commodity Exchange Act (“CEA”) as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and regulations promulgated thereunder by the U.S. Commodity Futures Trading Commission (the “CFTC”). The CFTC prohibits any person from manipulating or attempting to manipulate the price of any commodity in interstate commerce or futures on such commodity. The CEA also prohibits knowingly delivering or causing to be delivered false or misleading or knowingly inaccurate reports concerning market information or conditions that affect or tend to affect the price of a commodity.

The current statutory and regulatory framework governing interstate natural gas transactions is subject to change in the future, and the nature of such changes is impossible to predict. We cannot predict whether new legislation to regulate natural gas might be proposed, what proposals, if any, might actually be enacted by the United States Congress, the applicable federal agencies, or the various state legislatures, and what effect, if any, the proposals might have on our operations. The natural gas industry historically has been very heavily regulated. In the past, the federal government regulated the prices at which natural gas could be sold. Since 1978, various federal laws have been enacted that have resulted in the complete removal of all price and non-price controls for sales of domestic natural gas sold in “first sales,” which include all of our sales of our own production. However, we are subject to reporting requirements imposed by FERC. There is always some risk, however, that the United States Congress may reenact price controls in the future. Changes in law and to FERC policies and regulations may adversely affect the availability and reliability of firm and/or interruptible transportation service on interstate pipelines or impose additional reporting or other requirements upon our operations, and we cannot predict what future action FERC will take. Therefore, there is no assurance that the current regulatory approach recently pursued by FERC and the United States Congress will continue. We do not believe, however, that any regulatory changes will affect us in a way that materially differs from the way they will affect other natural gas producers, gatherers and marketers with which we compete.

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Federal Regulation of Sales and Transportation of Crude Oil — FERC regulates the interstate pipeline of crude oil, petroleum products and other liquids, such as NGLs. Our sales of crude oil and condensate are currently not regulated and are made at negotiated prices. There is always some risk, however, that the United States Congress may reenact crude oil, petroleum products and NGL price controls in the future. We cannot predict whether new legislation to regulate crude oil, or the prices charged for crude oil might be proposed, what proposals, if any, might actually be enacted by the United States Congress or the various state legislatures and what effect, if any, the proposals might have on our operations. Additionally, such sales may be subject to certain state, and potentially federal, reporting requirements.

Our ability to transport and sell such products is dependent on pipelines whose rates, terms and conditions of service are subject to FERC jurisdiction under the Interstate Commerce Act (“ICA”), and intrastate oil pipeline transportation rates are subject to regulation by state regulatory commissions. Certain regulations implemented by FERC in recent years and certain pending rulemaking and other proceedings could result in an increase in the cost of transportation service on certain petroleum products pipelines. The basis for intrastate oil pipeline regulation, and the degree of regulatory oversight and scrutiny given to intrastate oil pipeline rates, varies from state to state. We do not believe, however, that any regulatory changes will affect us in a way that materially differs from the way they will affect other crude oil and condensate producers with which we compete.

Further, interstate and intrastate common carrier oil pipelines must provide service on a non-discriminatory basis. Under this open access standard, common carriers must offer service to all shippers requesting service on the same terms and under the same rates. When oil pipelines operate at full capacity, access is governed by prorationing provisions set forth in the pipelines’ published tariffs. Accordingly, we believe that access to oil pipeline transportation services generally will be available to us to the same extent as to other crude oil and condensate producers with which we compete.

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Our SP 49 Pipeline LLC system is subject to regulation by FERC under the ICA, the Energy Policy Act of 1992, and the rules and orders promulgated thereunder. The ICA requires that tariff rates for liquids pipelines, which include both crude oil pipelines and refined products pipelines, be just and reasonable and non-discriminatory. FERC-regulated liquids pipelines, including SP 49 Pipeline LLC, typically use the FERC indexing methodology to change its rates. FERC, however, retained cost-of-service ratemaking, market-based rates and settlement rates as alternatives to the indexing approach that may be used in certain specified circumstances. FERC reviews the index formula every five years. Effective July 1, 2016, the annual index adjustment for the five-year period ending June 30, 2021, will equal the producer price index for finished goods for the applicable year plus an adjustment factor of 1.23%. Pipelines may raise their rates to the rate ceiling level generated by application of the annual index adjustment factor each year; however, a shipper may challenge such increase if the increase in the pipeline’s rates was substantially in excess of the actual cost increases incurred by the pipeline during the relevant year. Because the indexing methodology for the next five-year period is tied to an inflation index and is not based on pipeline-specific costs, the indexing methodology could hamper our ability to recover cost increases.

On March 15, 2018, FERC issued a Revised Policy Statement on Treatment of Income Taxes (“Revised Policy Statement”) stating, among other things, that with respect to oil and refined products pipelines subject to FERC jurisdiction, the impacts of the Revised Policy Statement and Public Law No. 115-97 (“Tax Cuts and Jobs Act”) on the costs of FERC-regulated oil and NGL pipelines will be reflected in FERC’s next five-year review of the oil pipeline index, which will generate the index level to be effective July 1, 2021. FERC’s establishment of a just and reasonable rate, including the determination of the appropriate oil pipeline index, is based on many components, and tax-related changes will affect two such components, the allowance for income taxes and the amount for accumulated deferred income taxes, while other pipeline costs also will continue to affect FERC’s determination of the appropriate pipeline index. Accordingly, depending on FERC’s application of its indexing rate methodology for the next five-year term of index rates, the Revised Policy Statement and tax effects related to the Tax Cuts and Jobs Act may impact our revenues associated with any transportation services we may provide pursuant to cost-of-service based rates in the future, including indexed rates.

FERC historically has not investigated rates of liquids pipelines on its own initiative when those rates have not been the subject of a protest or complaint by a shipper. FERC issued an Advance Notice of Proposed Rulemaking on October 20, 2016, that addressed issues related to FERC’s indexing methodology and liquids pipeline reporting practices. If implemented, the proposals in this rulemaking could affect the profitability of certain liquids pipelines.

We have an undivided interest in a pipeline owned by CKB Petroleum, Inc. that is subject to FERC jurisdiction under the ICA, but FERC has granted us a temporary waiver of the filing and reporting requirements. This pipeline is still subject to FERC’s jurisdiction under the ICA and is still subject to the other requirements of the ICA. If the facts upon which the waiver was granted change materially, we are required to inform FERC, which may result in revocation of the waiver. If conditions change such that the pipeline no longer qualifies for a waiver, we may be subject to regulation by FERC of the rates, terms and conditions of service on the CKB Petroleum, Inc. pipeline,pipeline; however, these burdens generally would not affect us any differently or to any greater or lesser extent than they affect others in our industry with similar pipelines.

FERC also implements the OCSLA pertaining to transportation and pipeline issues, which requires that all pipelines operating on or across the OCS provide nondiscriminatory transportation service. We own and operate pipelines that are located in the OCS and are subject to the non-discrimination requirements in the OCSLA.

Human Capital

EmployeesAs of December 31, 2021, we employ approximately 443 people located primarily in Texas, Louisiana and Mexico. In addition, we supplement our workforce with contractors and consultants. While headcount does not significantly fluctuate throughout the year, in order to align our workforce with the pace of our business, headcount might increase or decrease in response to various factors, including acquisition activity, unscheduled shut-ins or a change in our capital program.

Our human capital measures and objectives focus on several areas, including, but not limited to human rights, diversity and inclusion measures, assuring the safety of our employees, employee recruitment and development and offering a fulsome array of employee health and welfare benefits. We had 440consider our employees a key factor in our success and are focused on developing a diverse team of qualified employees and creating an inclusive workplace culture. While we may reference certain policies and other documents in these disclosures, these are primarily to identify the existence of such policies. They are not, and should not be deemed to be, incorporated into this Annual Report or any of our other SEC filings.

Human Rights — We remain committed to upholding human rights across every segment of our business. Our Code of Business Conduct and Ethics, which applies to all of our directors, officers and other employees of the Company, and our Vendor Code of Conduct work in tandem to establish our commitment to human rights as a fundamental part of March 4, 2020.our responsibilities as a company. Our human rights principles include pay and benefits, freedom of association, nondiscrimination and prevention of human trafficking, forced labor and child labor. In 2021, we published our Talos Human Rights Policy to further strengthen our commitment to safeguard human rights.

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Diversity and Inclusion — We believe that creating a work environment where employees feel welcome, supported and valued results in increased employee engagement and reduced turnover. In order to achieve these goals we carefully observe all applicable laws and have adopted and actively enforce policies in our employee handbook and Code of Business Conduct and Ethics that ensure equal employment opportunities for all and prohibit harassment and discrimination of any kind. Our Code of Business Conduct and Ethics requires adherence to the highest standards of personal integrity and assures the protection of human rights. We have a compliance hotline so that employees can report any violation of these policies, anonymously if they wish. We know that a diverse workforce brings expanded creativity and problem-solving and leads to better decision-making and enhanced performance. In 2021, we engaged a Diversity and Inclusion professional to partner with Human Resources and our employee diversity committee to create a diversity and inclusion strategy. Our Code of Business Conduct and Ethics requires that our directors, officers and employees treat each of our employees with the same high level of respect regardless of such employee’s age, color, disability, ethnicity, family or marital status, gender identity or expression, language, national origin, physical and mental ability, political affiliation, race, religion, sexual orientation, socio-economic status, veteran status or other characteristics that make such employee unique. As reflected in our Code of Business Conduct and Ethics, we are committed to working in partnership with vendors and other business partners directly linked to our operations that share our commitment to these same principles.

Safety — At Talos, safety is defined as freedom from unacceptable risk of harm and an empowered workforce promoting a safety-first culture across our operations. Safety in every aspect of our business is our number one priority and is core to our Health, Safety, Environment, and Sustainability operational culture. We drive this culture by being fully transparent in our reporting of safety and ESG matters to our Board of Directors and stakeholders on a regular basis, including our continual collaboration with the BSEE and the United States Coast Guard. In 2021, we reaffirmed our commitment to corporate responsibility and renamed the Board’s Safety Committee the Safety, Sustainability & Corporate Responsibility (“SSCR”) Committee and explicitly expanded its scope and oversight to include ESG and corporate responsibility matters. We rigorously train our employees to conduct operations in accordance with our strict safety standards and encourage employees to immediately report any breach of safety protocol to their supervisor or our compliance hotline. Our employees are empowered and obligated by our Chief Executive Officer to exercise the Stop Work Authority (“SWA”). With SWA, our employees can call an immediate stop to any work for any safety concern without fear of retaliation or intimidation.

Conducting regular safety training allows us to proactively address the dynamic nature of offshore operational risk and promote a robust culture of offshore safety. Our employees and permanently assigned contractors complete custom designed in-house trainings through our eLearning platform and role appropriate hands-on training upon hiring and as part of a continuous development program. Employees are engaged in biweekly field safety meetings directly with senior management to discuss safety culture and ESG initiatives. Employees and contractors conduct emergency response training drills on each facility at least once per hitch allowing our employees to always be ready in case of an emergency situation. After any serious incident we conduct thorough incident investigations and communicate a lessons learned report and any changes to our safety policies to all offshore employees.

Safety performance is an element of each employee’s performance review and 10% of the value of the 2021 short-term incentive award pool was based upon our achievement of safety goals. Additionally, our offshore employees are eligible to receive a quarterly safety bonus, the value of which is contingent upon the number of safety or environmental incidents of non-compliance recorded at the employee’s facility location during the quarter.

Finally, many of our offshore employees participate in our ESG sub-committees so they can have a voice in corporate-level decisions about ESG matters. Our ESG efforts strive to continually improve our safety and environmental performance and our employees help determine the responsible path forward.

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Recruitment, Development and Training — We foster an entrepreneurial culture where open communication is encouraged, the views of our employees are heard, and the results of their efforts are recognized. This is one of the reasons why every year since our inception, we have earned a ranking as a Top Workplace on the Houston Chronicle Top Workplaces list. We implement an inclusive and dynamic recruiting process that utilizes online recruiting platforms, referrals, internships and professional recruiters. We foster the growth and professional development of our employees through the use of a robust performance review process, which includes the creation of performance development goals and plans to achieve those goals in order to help our employees reach their full potential. We also offer in-house training, eLearning through our Learning Management System, reimbursement of the costs of outside training, and tuition reimbursement to support our employees’ pursuit of higher education at accredited institutions in further support of developing our employees. We believe this emphasis on development and training has contributed to our 4.9% turnover rate for 2021.

Health and Welfare Benefits — We work to retain employees by offering competitive wages and generous benefits that are designed to meet the varied and evolving needs of a diverse workforce. We provide employees with the ability to participate in health and welfare plans, including medical, dental, life, accidental death and dismemberment and short-term and long-term disability insurance plans. In response to the COVID–19 pandemic, we transitioned office-based employees to a work from home schedule and increased safety measures and protocols for those employees choosing to report to the office, such as mandatory temperature checks, limiting third party visitors, and encouraging the use of masks and social distancing. Beginning in June 2021, our office-based employees returned to the office and protocols are in place to limit the spread of COVID-19. For our employees offshore, we increased pre-departure screenings, which included symptom reporting questionnaires, contact tracing, temperature screenings, and in some cases, negative COVID-19 tests. For our offshore facilities, we provided N95 masks and cleaning supplies, performed daily temperature checks and increased response procedures in the event an employee displayed symptoms.

Community & Social Engagement — We are committed to supporting and giving back to the communities in which we operate and live. We recognize the link between local communities, the success of our employees, and ultimately the success of our business. To take a more proactive role in community support, our Community Committee, comprised of our employees, engages directly in outreach, fundraising, education and awareness. We regularly host volunteer and fundraising events supporting non-profit organizations in our communities, annually provide a $500 allowance to every employee that can be applied in support of a non-profit of their choice, match funds raised by the Community Committee's fundraising efforts for charitable organizations, and provide employees with a paid volunteer day off to support an organization where they want to donate their time.

Available Information

We make our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, all amendments to those reports, and all other information filed with or furnished to the SEC available, free of charge, through our website, https://www.talosenergy.com,, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. The filings are also available by accessing the SEC’s website at https://www.sec.gov.

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Item 1A. Risk Factors

Certain factors may have a material adverse effect on our business, financial condition, and results of operations. You should consider carefully the risks and uncertainties described below, in addition to other information contained in this Annual Report, on Form 10-K, including our consolidated financial statementsConsolidated Financial Statements and related notes. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks actually occur, our business, financial condition, results of operations and future prospects could be materially and adversely affected. In that event, the trading price of our common stock could decline, and you could lose part or all of your investment.

Risks Related to our Business and the Oil and Natural Gas Industry

Oil and natural gas prices are volatile. SignificantSustained periods of low, or declines in, commodity prices in the future may adversely affect our financial condition and results of operations, cash flows, access to the capital markets and ability to grow.

Our revenues, cash flows, profitability and future rate of growth substantially depend upon the market prices of oil and natural gas. Prices affect our cash flows available for capital expenditures and our ability to access funds under our Bank Credit Facility and through the capital markets. The amount available for borrowing under our Bank Credit Facility is subject to a borrowing base, which is determined by the lenders taking into account our estimated proved reserves and is subject to periodic redeterminations based on pricing models to be determined by the lenders at such time. Oil and natural gas prices significantly declined in the second half of 2014, with sustained lower prices continuing throughout 2015, 2016 and 2017. Despite a modest recovery from late 2017 to mid-2018, commodity prices could remain suppressed in 2020 or decline further in the future, which will likely have material adverse effects on our proved reserves and borrowing base. Further, because we use the full cost method of accounting for our oil and gas operations, we perform a ceiling test each quarter, which is impacted by declining prices. Significant price declines could cause us to take ceiling test write-downs, which would be reflected as non-cash charges against current earnings. See the Risk Factor entitled “Lower oil and natural gas prices and other factors in the future may result in ceiling test write-downs and other impairments of our asset carrying values” for further discussion.

In addition, significant or extended price declines may also adversely affect the amount of oil and natural gas that we can produce economically.economically produce. A reduction in production and/or the prices we receive for our production could result in a shortfall in our expected cash flows and require us to reduce our capital spending or borrow funds to cover any such shortfall. Any of these factors could negatively impact our ability to replace our production and our future rate of growth.

The markets for oil and natural gas have been volatile historically and are likely to remain volatile in the future. For example, during the period January 1, 20172019 through December 31, 2019,2021, the daily NYMEX WTI crude oil price per Bbl ranged from a low of $45.18$(36.98) to a high of $70.98,$85.64, and the daily NYMEX Henry Hub natural gas price per MMBtu ranged from a low of $2.22$1.33 to a high of $4.09. Commodity prices have experienced significant further declines during the first quarter of 2020, with prices for$23.86. Subsequent to December 31, 2021, NYMEX WTI crude oil and NYMEX Henry Hub natural gas respectively, reachingprices recorded daily lows of $31.13$75.99 per Bbl and $1.68 during the period from January 1, 2020 through March 9, 2020. The high, low and average prices for NYMEX WTI and NYMEX Henry Hub are monthly contract prices. $3.73 per MMBtu, respectively.

The prices we receive for our oil and natural gas depend upon many factors beyond our control, including, among others:

changes in the supply of and demand for oil and natural gas;
market uncertainty;
level of consumer product demands;
hurricanes and other adverse climatic conditions;
the impact of applicable market differentials, including those relating to quality, transportation, fees, energy content and regional pricing;
domestic and foreign governmental actions, regulations and taxes;
price and availability of alternative fuels;
political and economic conditions in oil-producing countries, particularly those in the Middle East, Russia, South America and Africa;
the occurrence or threat of epidemic or pandemic diseases, such as the outbreak of COVID-19, or any government response to such occurrence or threat;

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actions by OPEC Plus relating to oil and natural gas price and production controls;
U.S. and foreign supply of oil and natural gas;
price and quantity of oil and natural gas imports and exports;
the level of global oil and natural gas exploration and production;
the level of global oil and natural gas inventories;
localized supply and demand fundamentals and transportation availability;
capacity of processing, gathering, storage and transportation facilities;
speculation as to the future price of oil and the speculative trading of oil and natural gas futures contracts;
price and availability of competitors’ supplies of oil and natural gas;
technological advances affecting energy consumption; and
overall domestic and foreign economic conditions.

changes in the supply of and demand for oil and natural gas;

market uncertainty;

level of consumer product demands;

hurricanes and other adverse weather conditions;

the impact of applicable market differentials, including those relating to quality, transportation, fees, energy content and regional pricing;

domestic and foreign governmental regulations and taxes;

price and availability of alternative fuels;

political and economic conditions in oil-producing countries, particularly those in the Middle East, Russia, South America and Africa;

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actions by the Organization of Petroleum Exporting Countries and other state-controlled oil companies relating to oil and natural gas price and production controls;

U.S. and foreign supply of oil and natural gas;

price and quantity of oil and natural gas imports and exports;

the level of global oil and natural gas exploration and production;

the level of global oil and natural gas inventories;

localized supply and demand fundamentals and transportation availability;

speculation as to the future price of oil and the speculative trading of oil and natural gas futures contracts;

price and availability of competitors’ supplies of oil and natural gas;

technological advances affecting energy consumption; and

overall domestic and foreign economic conditions.

These factors make it very difficult to predict future commodity price movements with any certainty. Substantially all of our oil and natural gas sales are made in the spot market or pursuant to contracts based on spot market prices and are not long-term fixed price contracts. Further, oil prices and natural gas prices do not necessarily fluctuate in direct relation to each other. Because oil, natural gas and NGLs accounted for approximately 75%67%, 18%24%, and 7%9%, respectively, of our estimated proved reserves as of December 31, 2019,2021, and approximately 73%69%, 21%23%, and 6%8%, respectively, of our 20192021 production on an MBoe basis, our financial results are sensitive to movements in oil, natural gas and NGL prices.

Our production, revenue and cash flow from operating activities are derived from assets that are concentrated in a single geographic area, making us vulnerable to risks associated with operating in one geographic area.

Our production, revenue and cash flow from operating activities are derived from assets that are concentrated in a single geographic area, the U.S. Gulf of Mexico and in the shallow waters off the coast of Mexico. Unlike other entities that are geographically diversified, we may not have the resources to effectively diversify our operations or benefit from the possible spreading of risks or offsetting of losses. Our lack of diversification may subject us to numerous economic, competitive and regulatory developments, any or all of which may have an adverse impact upon the particular industry in which we operate, and result in our dependency upon a single or limited number of hydrocarbon basins. In addition, the geographic concentration of our properties in the U.S. Gulf of Mexico and in the shallow waters off the coast of Mexico means that some or all of our properties could be affected should the region experience:

severe weather, such as hurricanes and other adverse climatic conditions;
delays or decreases in production or the availability of equipment, facilities or services;
delays or decreases in the availability or capacity to transport, gather or process production;
changes in the status of pipelines that we depend on for transportation of our production to the marketplace;
extensive governmental regulation (including regulations that may, in certain circumstances, impose strict liability for pollution damage or require posting substantial bonds to address decommissioning and P&A costs) and interruption or termination of operations by governmental authorities based on environmental, safety or other considerations;
changes in the regulatory environment such as the guidelines issued by the BOEM related to financial assurance requirements to cover decommissioning obligations for operations on the OCS; and/or
changes imposed as a result of litigation or by a new Presidential Administration or by Congress in the United States that may result in added restrictions and delays or prohibitions in offshore oil and natural gas exploration and production activities, including with respect to leasing, permitting, site development or operation in federal waters or hydraulic fracturing.

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Because all or a number of our properties could experience many of the same conditions at the same time, these conditions may have a relatively greater impact on our results of operations than they might have on other producers who have properties over a wider geographic area.

Production periods or reserve lives for U.S. Gulf of Mexico properties may subject us to higher reserve replacement needs and may impair our ability to reduce production during periods of low oil and natural gas prices.

Substantially all of our operations are in the U.S. Gulf of Mexico. As a result, our reserve replacement needs from new prospects may be greater than those of other oil and natural gas companies with longer-life reserves in other producing areas. Our future oil and natural gas production is highly dependent upon our level of success in finding or acquiring additional reserves at a unit cost that is sustainable at prevailing commodity prices.

Exploring for, developing or acquiring reserves is capital intensive and uncertain. We may not be able to economically find, develop or acquire additional reserves or make the necessary capital investments if our cash flows from operations decline or external sources of capital become limited or unavailable. Our need to generate revenues to fund ongoing capital commitments or repay debt may limit our ability to slow or shut-in production from producing wells during periods of low prices for oil and natural gas. We cannot assure you that our future exploitation, exploration, development and acquisition activities will result in additional proved reserves or that we will be able to drill productive wells at acceptable costs. Further, current market conditions may adversely impact our ability to obtain financing to fund acquisitions, and further lower the level of activity and depressed values in the oil and natural gas property sales market.

Our actual recovery of reserves may substantially differ from our proved reserve estimates.

Estimates of our proved oil and natural gas reserves and the estimated future net cash flows from such reserves are based upon various assumptions, including assumptions required by the SEC relating to oil and natural gas prices, drilling and operating expenses, capital expenditures, taxes and availability of funds. The process of estimating oil and natural gas reserves is complex. This process requires significant decisions and assumptions in the evaluation of available geological, geophysical, engineering and economic data for each reservoir and is therefore inherently imprecise. Additionally, our interpretations of the rules governing the estimation of proved reserves could differ from the interpretation of staff members of regulatory authorities resulting in estimates that could be challenged by these authorities.

Actual future production, oil and natural gas prices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable oil and natural gas reserves will most likely vary from those estimated. Any significant variance could materially affect the estimated quantities and present value of reserves. Our properties may also be susceptible to hydrocarbon drainage from production by other operators on adjacent properties. In addition, we may adjust estimates of proved reserves to reflect production history, results of exploration and development, prevailing oil and natural gas prices and other factors, many of which are beyond our control.

You should not assume that any present value of future net cash flows from our proved reserves represents the market value of our estimated oil and natural gas reserves. We base the estimated discounted future net cash flows from our proved reserves at December 31, 2021 on historical 12-month average prices and costs as of the date of the estimate. Actual future prices and costs may be materially higher or lower. Further, actual future net revenues are affected by factors such as:

the amount and timing of capital expenditures and decommissioning costs;
the rate and timing of production;
changes in governmental legislation, regulations or taxation;
volume, pricing and duration of our oil and natural gas hedging contracts;
supply of and demand for oil and natural gas;
actual prices we receive for oil and natural gas; and
our actual operating costs in producing oil and natural gas.

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The timing of both our production and our incurrence of expenses in connection with the development and production of oil and natural gas properties affects the timing of actual future net cash flows from reserves, and thus their actual present value. In addition, the 10% discount factor that we use to calculate the net present value of future net revenues and cash flows may not necessarily be the most appropriate discount factor based on our cost of capital in effect from time to time and the risks associated with our business and the oil and natural gas industry in general.

At December 31, 2021, approximately 16% of our estimated proved reserves (by volume) were undeveloped and approximately 25% were non-producing. Any or all of our PUD or proved developed non-producing reserves may not be ultimately developed or produced. Furthermore, any or all of our undeveloped and developed non-producing reserves may not be ultimately produced during the time periods we plan or at the costs we budget, which could result in the write-off of previously recognized reserves. Recovery of undeveloped reserves generally requires significant capital expenditures and successful drilling or waterflood operations. Our reserve estimates include the assumptions that we incur capital expenditures to develop these undeveloped reserves and the actual costs and results associated with these properties may not be as estimated. Any material inaccuracies in these reserve estimates or underlying assumptions materially affects the quantities and present value of our reserves, which could adversely affect our business, results of operations and financial condition.

Our acreage has to be drilled before lease expirations in order to hold the acreage by production. If commodity prices become depressed for an extended period of time, it might not be economical for us to drill sufficient wells in order to hold acreage, which could result in the expiry of a portion of our acreage, which could have an adverse effect on our business.

Unless production is established as required by the leases covering the undeveloped acres, the leases for such acreage may expire.

Our drilling plans for areas not held by production are subject to change based upon various factors. Many of these factors are beyond our control, including drilling results, oil and natural gas prices, the availability and cost of capital, drilling and production costs, availability of drilling services and equipment, gathering system and pipeline transportation constraints and regulatory approvals. On the acreage that we do not operate, we have less control over the timing of drilling, and therefore there is additional risk of expirations occurring in those acreages.

The marketability of our production depends mostly upon the availability, proximity and capacity of oil and natural gas gathering systems, pipelines and processing facilities.

The marketability of our production depends upon the availability, proximity, operation and capacity of oil and natural gas gathering systems, pipelines and processing facilities. The lack of availability or capacity of these gathering systems, pipelines and processing facilities could result in the shut-in of producing wells or the delay or discontinuance of development plans for properties. The disruption of these gathering systems, pipelines and processing facilities due to maintenance and/or weather could negatively impact our ability to market and deliver our products. Federal, state, and local regulation of oil and natural gas production and transportation, general economic conditions and changes in supply and demand could adversely affect our ability to produce and market our oil and natural gas. If market factors change dramatically, the financial impact could be substantial. The availability of markets and the volatility of product prices are beyond our control and represent a significant risk.

Lower oil and natural gas prices and other factors in the future may result in ceiling test write-downs and other impairments of our asset carrying values.

We use the full cost method of accounting for our oil and gas operations. Accordingly, we capitalize the costs to acquire, explore for and develop oil and natural gas properties. Under the full cost method of accounting, our capitalized costs are limited to a ceiling based on the present value of future net revenues from proved reserves, computed using a discount factor of 10%, plus the lower of cost or estimated fair value of unproved oil and natural gas properties not being amortized less the related tax effects. A write-down of oil and natural gas properties does not impact cash flows from operating activities, but does reduce net income. The risk that we are required to write-down the carrying value of oil and natural gas properties increases when oil and natural gas prices are low or volatile. In addition, write-downs may occur if we experience substantial downward adjustments to our estimated proved reserves or our undeveloped property values, or if estimated future development costs increase. Volatility in commodity prices, poor conditions in the global economic markets and other factors could cause us to record additional write-downs of our oil and natural gas properties and other assets in the future, and incur additional charges against future earnings. Any required write-downs or impairments could materially affect the quantities and present value of our reserves, which could adversely affect our business, results of operations and financial condition.

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With respect to our operations in Mexico, our oil and natural gas properties are classified as unproved properties, not subject to amortization. The finalization of the unitization and unit operating agreement, which sets out the terms on which the reservoir will be jointly developed, and the outcome of the dispute with the Government of Mexico over decisions taken by SENER with respect to the Zama discovery, could adversely affect the value of the oil and natural gas assets and result in an impairment of our unevaluated oil and gas properties prior to reaching a final investment decision or of our evaluated properties upon reaching a final investment decision.

If we are forced to shut-in production, we will likely incur greater costs to bring the associated production back online, and will be unable to predict the production levels of such wells once brought back online.

If we are forced to shut-in production, we will likely incur greater costs to bring the associated production back online. Cost increases necessary to bring the associated wells back online may be significant enough that such wells would become uneconomic at low commodity price levels, which may lead to decreases in our proved reserve estimates and potential impairments and associated charges to our earnings. If we are able to bring wells back online, there is no assurance that such wells will be as productive following recommencement as they were prior to being shut-in. Any shut-in or curtailment of the oil, natural gas and NGLs produced from our fields could adversely affect our financial condition and results of operations.

Our business could be negatively affected by security threats, including cybersecurity threats, terrorist attacks and other disruptions.

As an oil and gas producer, we have various security threats, including cybersecurity threats to gain unauthorized access to sensitive information or to render data or systems unusable, threats to the security of our facilities and infrastructure or third-party facilities and infrastructure, such as processing plants and pipelines, and threats from terrorist acts. The potential for such security threats subjects our operations to increased risks that could have a material adverse effect on our business. In particular, the implementation of various procedures and controls to monitor and mitigate security threats and to increase security for our information, facilities and infrastructure may result in increased capital and operating costs. Moreover, there can be no assurance that such procedures and controls are sufficient to prevent security breaches from occurring. If any of these security breaches were to occur, they could lead to losses of sensitive information, critical infrastructure or capabilities essential to our operations and could have a material adverse effect on our reputation, financial position, results of operations or cash flows. Cybersecurity attacks in particular are becoming more sophisticated and include, but are not limited to, malicious software, attempts to gain unauthorized access to data and systems and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information and corruption of data. These events could damage our reputation and lead to financial losses from remedial actions, loss of business or potential liability.

The U.S. government has issued warnings that U.S. energy assets may be the future targets of terrorist organizations. These developments subject our operations to increased risks. Any future terrorist attack at our facilities, or those of our purchasers or vendors, could have a material adverse effect on our financial condition and operations.

Events outside of our control, including an epidemic or outbreak of an infectious disease, such as COVID-19, may materially adversely affect our business.

We face risks related to epidemics, outbreaks or other public health events that are outside of our control, and could significantly disrupt our operations and adversely affect our financial condition. The global or national outbreak of an illness or other communicable disease, or any other public health crisis, such as COVID-19, may cause disruptions to our business and operational plans, which may include (i) shortages of employees, (ii) unavailability of contractors or subcontractors, (iii) interruption of supplies from third parties upon which we rely, (iv) recommendations of, or restrictions imposed by government and health authorities, including quarantines, to address an outbreak and (v) restrictions that we and our contractors, subcontractors and our customers impose, including facility shutdowns, to ensure the safety of employees.

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In addition, the effects of COVID-19 and concerns regarding its global spread could negatively impact the domestic and international demand for crude oil and natural gas, which could contribute to price volatility, impact the price we receive for oil and natural gas and materially and adversely affect the demand for and marketability of our production. The potential impact from COVID-19, both now and in the future, is difficult to predict, and the extent to which it may negatively affect our operating results or the duration of any potential business disruption is uncertain. Any potential impact will depend on future developments and new information that may emerge regarding the COVID-19 infection rate or the efficacy and distribution of COVID-19 vaccines, and the actions taken by authorities to contain it or treat its impact, all of which are beyond our control. These potential impacts, while uncertain, could adversely affect our operating results.

New technologies may cause our current exploration and drilling methods to become obsolete, and we may not be able to keep pace with technological developments in our industry.

The oil and natural gas industry is subject to rapid and significant advancements in technology, including the introduction of new products and services using new technologies. As competitors use or develop new technologies, we may be placed at a competitive disadvantage, and competitive pressures may force us to implement new technologies at a substantial cost. In addition, competitors may have greater financial, technical and personnel resources that allow them to enjoy technological advantages, and that may in the future, allow them to implement new technologies before we can. We rely heavily on the use of seismic technology to identify low-risk development and exploitation opportunities and to reduce our geological risk. Seismic technology or other technologies that we may implement in the future may become obsolete. We cannot be certain that we will be able to implement technologies on a timely basis or at a cost that is acceptable to us. If we are unable to maintain technological advancements consistent with industry standards, our business, results of operations and financial condition may be materially adversely affected.

We may not be in a position to control the timing of development efforts, the associated costs or the rate of production of the reserves from our non-operated properties.

As we carry out our drilling program, we may not serve as operator of all planned wells. We may have limited ability to exercise influence over the operations of some non-operated properties and their associated costs. Our dependence on the operator and other working interest owners, and our limited ability to influence operations and associated costs of properties operated by others, could prevent the realization of anticipated results in drilling or acquisition activities. The success and timing of development and exploitation activities on properties operated by others depends upon a number of factors that could be largely outside of our control, including:

the timing and amount of capital expenditures;
the availability of suitable offshore drilling rigs, drilling equipment, support vessels, production and transportation infrastructure and qualified operating personnel;
the operator’s expertise and financial resources;
approval of other participants in drilling wells;
risk of other non-operator’s failure to pay its share of costs, which may require us to pay our proportionate share of the defaulting party’s share of costs;
selection of technology;
the rate of production of the reserves; and
the timing and cost of P&A operations.

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In addition, with respect to oil and natural gas projects that we do not operate, we have limited influence over operations, including limited control over the maintenance of safety and environmental standards. The operators of those properties may, depending on the terms of the applicable joint operating agreement:

refuse to initiate exploration or development projects;
initiate exploration or development projects on a slower or faster schedule than we would prefer;
delay the pace of exploratory drilling or development; and/or
drill more wells or build more facilities on a project than we can afford, whether on a cash basis or through financing, which may limit our participation in those projects or limit the percentage of our revenues from those projects.

The occurrence of any of the foregoing events could have a material adverse effect on our anticipated exploration and development activities.

Hedging transactions may limit our potential gains.

In order to manage our exposure to price risks in the marketing of our oil, natural gas and NGLs, we periodically enter into oil, natural gas and NGLs price hedging arrangements with respect to a portion of our expected production. These arrangements may include futures contracts on the NYMEX. While intended to reduce the effects of volatile oil and natural gas prices, such transactions, depending on the hedging instrument used, may limit our potential gains if oil and natural gas prices were to rise substantially over the price established by the hedge. In addition, such transactions may expose us to the risk of financial loss in certain circumstances, including instances in which:

our production is less than expected or is shut-in for extended periods due to hurricanes or other factors;
there is a widening of price differentials between delivery points for our production and the delivery point to be assumed in the hedge arrangement;
the counterparties to our futures contracts fails to perform the contracts;
a sudden, unexpected event materially impacts oil or natural gas prices; or
we are unable to market our production in a manner contemplated when entering into the hedge contract.

Our outstanding commodity derivative instruments are with certain lenders or affiliates of the lenders under our Bank Credit Facility. Our derivative agreements with the lenders are secured by the security documents executed by the parties under the Bank Credit Facility. Future collateral requirements for our commodity hedging activities are uncertain and depend on the arrangements we negotiate with the counterparty and the volatility of oil and natural gas prices and market conditions.

Our operations may incur substantial liabilities to comply with environmental laws and regulations as well as legal requirements applicable to marine mammals and endangered and threatened species.

Our oil and natural gas operations in the United States and Mexico are subject to stringent federal, state and/or local laws and regulations relating to the release or disposal of materials into the environment or otherwise relating to environmental protection. These laws and regulations require the acquisition of a permit or other approval before drilling or other regulated activity commences; restrict the types, quantities and concentration of substances that can be released into the environment in connection with drilling and production activities; limit or prohibit exploration or drilling activities on certain lands lying within protected areas or that may affect certain wildlife, including marine species and endangered and threatened species and impose substantial liabilities for pollution resulting from our operations. Additionally, the threat of climate change continues to attract considerable attention in the United States and in foreign countries and the combat of climate change has been made a focal point of the Biden Administration's agenda. See Part I, Items 1 and 2. Business and Properties — Government Regulation Environmental and Occupational Safety and Health Regulations for more discussion on environmental and worker safety matters. One or more of these developments that impact our oil and natural gas exploration and production activities on the OCS could have a material adverse effect on our business, results of operations and financial condition.

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Additional drilling laws, regulations, executive orders and other regulatory initiatives that restrict, delay or prohibit oil and natural gas exploration, development and production activities or access to locations where such activities may occur could have a material adverse effect on our business, financial condition or results of operations.

The Biden Administration has taken a number of actions that may result in stricter environmental, health and safety standards applicable to our operations and those of the oil and gas industry more generally. The Biden Administration issued the “Executive Order on Tackling the Climate Crisis at Home and Abroad” on January 27, 2021 (the “Climate Change Executive Order”). This executive order directed the Secretary of the Interior to halt indefinitely new oil and natural gas leases on federal lands and offshore waters pending completion of a review by the Secretary of the Interior of federal oil and gas permitting and leasing practices in light of the Biden Administration’s concerns regarding the impact of these activities on the environment and climate. The Secretary of the Interior completed its review of permitting and leasing practices in November 2021 and issued a report recommending, among other things, an increase in royalty rates and financial assurance requirements. However, litigation concerning the Climate Change Executive Order’s pause on new oil and gas leases is ongoing. In June 2021, the U.S. District Court for the Western District of Louisiana issued a nationwide preliminary injunction barring the Biden Administration from implementing the pause in new federal oil and gas leases. In November 2021, the Biden Administration conducted an offshore lease sale and various industry participants submitted bids for leases in the Gulf of Mexico; however, on January 27, 2022, in litigation brought by Friends of the Earth and other plaintiffs, the U.S. District Court for the District of Columbia vacated the November 2021 lease sale and the related agency decision making process, finding that the BOEM failed to consider the impact on foreign greenhouse gas emissions if the November 2021 lease sale was not held and the court determined that this failure was a violation of the National Environmental Policy Act. Following this decision by the District Court for the District of Columbia vacating the November 2021 lease sale, there is significant uncertainty surrounding whether the sale can be revived and whether the leases for which we were the apparent high bidder will be awarded. While the decision by the District Court for the District of Columbia has been appealed and a motion for expedited hearing has been filed, a decision from the appellate court may not be released until 2023 or beyond. In addition, there is increasing uncertainty regarding the near-term future of Gulf of Mexico lease sales. These lease sales are conducted pursuant to Five-Year Leasing Programs under the Outer Continental Shelf Lands Act. The current Five-Year Leasing Program is set to expire on June 30, 2022. No new Gulf of Mexico lease sales can be held after June 30, 2022, until a new Five-Year Leasing Program is approved, a process which, once begun, can take two to three years to complete. Consequently, it is uncertain whether a new Five-Year Leasing Program and subsequent lease sales will be conducted during the current Biden Administration. Additionally, any new Five-Year Leasing Program would likely be subject to heightened environmental review.

Over the past decade, BSEE and BOEM, primarily under the Obama Administration, have imposed new and more stringent permitting procedures and regulatory safety and performance requirements for new wells to be drilled in federal waters. While actions by BSEE or BOEM under the Trump Administration sought to mitigate or delay certain of those more rigorous standards, the Biden Administration could reconsider rules and regulatory initiatives implemented under the previous administration and replace them with more stringent requirements and also provide more rigorous enforcement of existing regulatory requirements. Compliance with any added or more stringent regulatory requirements or enforcement initiatives and existing environmental and spill regulations, together with uncertainties or inconsistencies in decisions and rulings by governmental agencies and delays in the processing and approval of drilling permits and exploration, development, oil spill response and decommissioning plans could result in difficult and more costly actions and adversely affect or delay new drilling and ongoing development efforts. Moreover, governmental agencies under the Biden Administration may continue evaluating aspects of safety and operational performance in the U. S. Gulf of Mexico that may result in new, more restrictive requirements.

These regulatory actions, or any new laws, executive orders, regulations or other legal or enforcement initiatives, that impose increased costs or more stringent operational standards could delay or disrupt our operations, result in increased supplemental bonding and associated costs, and limit activities in certain areas, or cause us to incur penalties, fines, or shut-in production at one or more of our facilities or result in suspension or cancellation of leases. Also, if material spill incidents were to occur in the future, the United States or other countries where such an event may occur could elect to issue directives to temporarily cease drilling activities and, in any event, may from time to time issue further safety and environmental laws and regulations regarding offshore oil and natural gas exploration and development, any of which could have a material adverse effect on our business. We cannot predict with any certainty the full impact of any new laws or regulations on our drilling and production operations or on the cost or availability of insurance to cover some or all of the risks associated with such operations.

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See Part I, Items 1 and 2. Business and PropertiesGovernment Regulation OCS Regulation for more discussion on orders and regulatory initiatives impacting the oil and natural gas industry on the OCS.

We may be unable to provide the financial assurances in the amounts and under the time periods required by the BOEM if it submits future demands to cover our decommissioning obligations. If in the future the BOEM issues orders to provide additional financial assurances and we fail to comply with such future orders, the BOEM could elect to take actions that would materially adversely impact our operations and our properties, including commencing proceedings to suspend our operations or cancel our federal offshore leases.

The BOEM requires that lessees demonstrate financial strength and reliability according to its regulations or provide acceptable financial assurances to assure satisfaction of lease obligations, including decommissioning activities on the OCS. In 2016, the BOEM under the Obama Administration had sought to implement more stringent and costly standards under the existing federal financial assurance requirements through issuance and implementation of the 2016 NTL, but former President Trump’s Administration first suspended, and then in 2020 rescinded, the implementation of this NTL. Consistent with recommendations made in a November 2021 DOI report on the federal oil and gas leasing program, the Biden Administration could pursue more stringent and financial assurance requirements that could increase our operating costs.

Following the effectiveness of the 2016 NTL, we received orders from the BOEM in late 2016 directing us to provide additional financial assurance in material amounts relating to our OCS properties. We entered into discussions with the BOEM regarding the requested additional financial security and submitted a proposed tailored plan for the posting of additional financial security to the agency for review. However, as the Trump Administration rescinded the 2016 NTL, the BOEM has taken no action with respect to our previously submitted proposed tailored plan.

The BOEM, now under the Biden Administration, could in the future make new demands for additional financial assurances in material amounts relating to the decommissioning of our OCS properties. The BOEM may reject our proposals to satisfy any such additional financial assurance coverage and make demands that exceed our capabilities.

If we fail to comply with the current or future orders of the BOEM to provide additional surety bonds or other financial assurances, the BOEM could commence enforcement proceedings or take other remedial action, including assessing civil penalties, suspending operations or production, or initiating procedures to cancel leases, which, if upheld, would have a material adverse effect on our business, properties, results of operations and financial condition.

In the event that the BOEM issues a new NTL or proposes and finalizes new regulations similar to or more stringent than the 2016 NTL, the likely result could include the loss of supplemental bonding waivers for a large number of operators on the OCS, which could in turn force these operators to seek additional surety bonds and could, consequently, challenge the surety bond market’s capacity for providing such additional financial assurance. Operators who have already leveraged their assets as a result of the declining oil market could face difficulty obtaining surety bonds because of concerns the surety companies may have about the priority of their lien on the operator’s collateral. Moreover, a depressed oil price environment could result in sureties seeking additional collateral to support existing bonds, such as cash or letters of credit, and we cannot provide assurance that we will be able to satisfy collateral demands for future bonds to comply with supplemental bonding requirements of the BOEM. If we are required to provide collateral in the form of cash or letters of credit, our liquidity position could be negatively impacted and we may be required to seek alternative financing. To the extent we are unable to secure adequate financing, we may be forced to reduce our capital expenditures. All of these factors may make it more difficult for us to obtain the financial assurances required by the BOEM to conduct operations on the OCS. These and other changes to BOEM bonding and financial assurance requirements could result in increased costs on our operations and consequently have a material adverse effect on our business and results of operations.

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Our oil and gas operations are subject to various international, foreign and U.S. federal, state and local governmental regulations that materially affect our operations.

Our oil and gas operations are subject to various international, foreign and U.S. federal, state and local laws and regulations. These laws and regulations may be changed in response to economic or political conditions. Regulated matters include: permits for exploration, development and production operations; limitations on our drilling activities in environmentally sensitive areas, such as marine habitats, and restrictions on the way we can discharge materials and/or GHG emissions into the environment; bonds or other financial responsibility requirements to cover drilling contingencies, well P&A and other decommissioning costs; reports concerning operations, the spacing of wells and unitization and pooling of properties; regulations regarding the rate, terms and conditions of transportation service or the price, terms, and conditions related to the purchase and sale of oil and natural gas; and taxation. Failure to comply with these laws and regulations can result in the assessment of administrative, civil or criminal penalties, the issuance of remedial obligations and the imposition of injunctions limiting or prohibiting certain of our operations. In addition, because we hold federal leases, the federal government requires that we comply with numerous additional regulations applicable to government contractors.

The Ministry of Energy of Mexico has promulgated guidelines to establish procedures for conducting the unitization of shared reservoirs and approving the terms and conditions of unitization and unit operating agreements, as well as the authority to direct parties holding rights in a potentially shared reservoir to appraise and potentially form a unit for development of such reservoir.

Even with the final regulations in place, there are still some uncertainties regarding the unitization process, specifically relating to Block 7 offshore Mexico. In July 2021, SENER designated PEMEX as operator of the Zama unit, just three days after SENER received a letter directly from PEMEX arguing for operatorship. Under Mexico’s own unitization guidelines, SENER was required to “consider the principles of economy, competitiveness, efficiency, legality, transparency, best practices of industry and the best use of hydrocarbons.” In September 2021, we submitted Notices of Dispute to the Government of Mexico relating to the decision taken by SENER. Our aim is to resolve the dispute amicably through consultations and negotiations to achieve a fair and mutually beneficial agreement; however, the outcome of these Notices of Dispute could be adverse to us and affect the value that we are able to recognize from the reservoir discovery.

In September 2015, we, together with our consortium partners executed a PSC with the CNH for each of Blocks 2 and 7 of Round 1. The PSCs require that the consortium execute a minimum work program expressed in work units during a four-year exploration period. Effective January 23, 2018, the activities already performed on Block 7 have satisfied the minimum work program on Block 7. Effective September 4, 2019, the activities already performed on Block 2 have satisfied the minimum work program on Block 2. Effective December 2, 2020, the activities already performed on Block 31 have satisfied the minimum work program on Block 31.

Our operations may be adversely affected by political and economic circumstances in the countries in which we operate.

Our oil and gas exploration, development and production activities are subject to political and economic uncertainties (including but not limited to changes, sometimes frequent or marked, in energy policies or the personnel administering them), expropriation of property, cancellation or modification of contract rights, changes in laws and policies governing operations of foreign-based companies, unilateral renegotiation of contracts by governmental entities, redefinition of international boundaries or boundary disputes, foreign exchange restrictions, currency fluctuations, royalty and tax increases and other risks arising out of governmental sovereignty over the areas in which our operations are conducted, as well as risks of loss due to acts of terrorism, piracy, disease, illegal cartel activities and other political risks, including tension and confrontations among political parties. Some of these risks may be higher in the developing countries in which we conduct our activities, namely, Mexico. Mexico’s most recent presidential election was held in July 2018. Presidential reelection is not permitted in Mexico. President Andrés Manuel López Obrador, took office on December 1, 2018, and his political party, Movimiento Regeneración Nacional has a majority in both houses of Mexico’s congress. Mr. Lopez Obrador, and certain members of his cabinet have, in the past, made statements that would call into question the degree of support their administration will have for Mexico’s energy reforms. However, at this time we cannot predict what changes (if any) will result from this change in administration. Political events in Mexico could adversely affect economic conditions and/or the oil and gas industry and, by extension, our results of operations and financial position.

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We may experience significant shut-ins and losses of production due to the effects of tropical storms and hurricanes in the U.S. Gulf of Mexico and in the shallow waters off the coast of Mexico.

Our production is primarily associated with our properties in the U.S. Gulf of Mexico and in the shallow waters off the coast of Mexico. Accordingly, if the level of production from these properties substantially declines, it could have a material adverse effect on our overall production level and our revenue. We are particularly vulnerable to significant risk from hurricanes and tropical storms in the U.S. Gulf of Mexico. We are unable to predict what impact future hurricanes and tropical storms might have on our future results of operations and production.

We are not insured against all of the operating risks to which our business is exposed.

In accordance with industry practice, we maintain insurance against some, but not all, of the operating risks to which our business is exposed. We insure some, but not all, of our properties from operational loss-related events. We have insurance policies that include coverage for general liability, physical damage to our oil and gas properties, operational control of well, named U.S. Gulf of Mexico windstorm, oil pollution, construction all risk, workers’ compensation and employers’ liability and other coverage. Our insurance coverage includes deductibles that have to be met prior to recovery, as well as sub-limits or self-insurance. Additionally, our insurance is subject to exclusions and limitations, and there is no assurance that such coverage will adequately protect us against liability from all potential consequences, damages or losses. See Part I, Items 1 and 2. Business and Properties – Insurance Matters for more information on our insurance coverage.

An operational or hurricane or other adverse weather-related event may cause damage or liability in excess of our coverage that might severely impact our financial position. We may be liable for damages from an event relating to a project in which we own a non-operating working interest. Such events may also cause a significant interruption to our business, which might also severely impact our financial position. We may experience production interruptions for which we do not have production interruption insurance.

We reevaluate the purchase of insurance, policy limits and terms annually. Future insurance coverage for our industry could increase in cost and may include higher deductibles or retentions. In addition, some forms of insurance may become unavailable in the future or unavailable on terms that we believe are economically acceptable. No assurance can be given that we will be able to maintain insurance in the future at rates that we consider reasonable, and we may elect to maintain minimal or no insurance coverage. We may not be able to secure additional insurance or bonding that might be required by new governmental regulations. This may cause us to restrict our operations in the U.S. Gulf of Mexico, which might severely impact our financial position. The occurrence of a significant event, not fully insured against, could have a material adverse effect on our financial condition and results of operations.

SEC rules could limit our ability to book additional PUD reserves in the future.

SEC rules require that, subject to limited exceptions, PUD reserves may only be booked if they relate to wells scheduled to be drilled within five years after the date of booking. This requirement may limit our ability to book additional PUD reserves as we pursue our drilling program. Moreover, we may be required to write down our PUD reserves if we do not drill those wells within the required five-year timeframe.

Our actual production could differ materially from our forecasts.

From time to time, we may provide forecasts of expected quantities of future oil and gas production. These forecasts are based on a number of estimates, including expectations of production from existing wells. In addition, our forecasts may assume that none of the risks associated with our oil and natural gas operations summarized in this section would occur, such as facility or equipment malfunctions, adverse weather effects or significant declines in commodity prices or material increases in costs, which could make certain production uneconomical.

Our operations are subject to numerous risks of oil and natural gas drilling and production activities.

Oil and gas drilling and production activities are subject to numerous risks, including the risk that no commercially productive oil or natural gas reserves are found. The cost of drilling and completing wells is often uncertain. To the extent we drill additional wells in the U.S. Gulf of Mexico Deepwater and/or in the Gulf Coast deep shelf, our drilling activities increase capital cost. In addition, the geological complexity of the areas in which we have oil and natural gas operations make it more difficult for us to sustain the historical rates of drilling success. Oil and natural gas drilling and production activities may be shortened, delayed or cancelled as a result of a variety of factors, many of which are beyond our control. These factors include:

unexpected drilling conditions;

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pressure or irregularities in formations;
equipment failures or accidents;
hurricanes and other adverse weather conditions;
shortages in experienced labor; and
shortages or delays in the delivery of equipment.

The prevailing prices of oil and natural gas also affect the cost of and the demand for drilling rigs, production equipment and related services. We cannot assure you that the wells we drill will be productive or that we will recover all or any portion of our investment. Drilling for oil and natural gas may be unprofitable. Drilling activities can result in dry holes and wells that are productive but do not produce sufficient cash flows to recoup drilling costs.

Our industry experiences numerous operating risks.

The exploration, development and production of oil and gas properties involves a variety of operating risks, including the risk of fire, explosions, blowouts, pipe failure, abnormally pressured formations and environmental hazards. Environmental hazards include oil spills, gas leaks, pipeline ruptures or discharges of toxic gases. We are also involved in completion operations that utilize hydraulic fracturing, which may potentially present additional operational and environmental risks. Additionally, our offshore operations are subject to the additional hazards of marine operations, such as capsizing, collisions and adverse weather and sea conditions, including the effects of hurricanes.

In addition, an oil spill on or related to our properties and operations could expose us to joint and several strict liability, without regard to fault, under applicable law for containment and oil removal costs and a variety of public and private damages, including, but not limited to, the costs of responding to a release of oil, natural resource damages and economic damages suffered by persons adversely affected by an oil spill. If an oil discharge or substantial threat of discharge were to occur, we could be liable for costs and damages, which costs and damages could be material to our results of operations and financial position.

Our business is also subject to the risks and uncertainties normally associated with the exploration for and development and production of oil and natural gas that are beyond our control, including uncertainties as to the presence, size and recoverability of hydrocarbons. We may not encounter commercially productive oil and natural gas reservoirs. We may not recover all or any portion of our investment in new wells. The presence of unanticipated pressures or irregularities in formations, miscalculations or accidents may cause our drilling activities to be unsuccessful and/or result in a total loss of our investment, which could have a material adverse effect on our financial condition, results of operations and cash flows. In addition, we may be uncertain as to the future cost or timing of drilling, completing and operating wells.

We have an interest in Deepwater fields and may attempt to pursue additional operational activity in the future and acquire additional fields and leases in the Deepwaters of the U.S. Gulf of Mexico. Exploration for oil or natural gas in the Deepwaters of the U.S. Gulf of Mexico generally involves greater operational and financial risks than exploration in the shallower waters of the U.S. Gulf of Mexico conventional shelf. Deepwater drilling generally requires more time and more advanced drilling technologies, involving a higher risk of technological failure and usually higher drilling costs. For example, the drilling of Deepwater wells requires specific types of drilling rigs with significantly higher day rates and limited availability as compared to the rigs used in shallower water. Deepwater wells often use subsea completion techniques with subsea trees tied back to host production facilities with flow lines. The installation of these subsea trees and flow lines requires substantial time and the use of advanced remote installation mechanics. These operations may encounter mechanical difficulties and equipment failures that could result in cost overruns. Furthermore, the Deepwater operations generally lack the physical and oilfield service infrastructure present in the shallower waters of the U.S. Gulf of Mexico conventional shelf. As a result, a considerable amount of time may elapse between a Deepwater discovery and the marketing of the associated oil or natural gas, increasing both the financial and operational risk involved with these operations. Because of the lack and high cost of infrastructure, some reserve discoveries in the Deepwater may never be produced economically.

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If any of these industry operating risks occur, we could have substantial losses. Substantial losses may be caused by injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigation and penalties, suspension of operations and production and repairs to resume operations. Any of these industry operating risks could have a material adverse effect on our business, results of operations and financial condition.

Competition within our industry may adversely affect our operations.

Competition within our industry is intense, particularly with respect to the acquisition of producing properties and undeveloped acreage. We compete with major oil and gas companies and other independent producers of varying sizes, all of which are engaged in the acquisition of properties and the exploration and development of such properties. Many of our competitors have financial resources and exploration and development budgets that are substantially greater than our budget, which may adversely affect our ability to compete. If other companies relocate to the U.S. Gulf of Mexico region, levels of competition may increase and our business could be adversely affected. In the exploration and production business, some of the larger integrated companies may be better able than we are to respond to industry changes including price fluctuations, oil and gas demand, political change and government regulations.

We actively compete with other companies when acquiring new leases or oil and gas properties. For example, new leases acquired from the BOEM are acquired through a “sealed bid” process and are generally awarded to the highest bidder. These additional resources can be particularly important in reviewing prospects and purchasing properties. The competitors may also have a greater ability to continue drilling activities during periods of low oil and gas prices and to absorb the burden of current and future governmental regulations and taxation. Competitors may be able to evaluate, bid for and purchase a greater number of properties and prospects than our financial or personnel resources permit. Competitors may also be able to pay more for productive oil and gas properties and exploratory prospects than we are able or willing to pay. Further, our competitors may be able to expend greater resources on the existing and changing technologies that we believe impacts attaining success in the industry. If we are unable to compete successfully in these areas in the future, our future revenues and growth may be diminished or restricted.

The loss of our larger customers could materially reduce our revenue and materially adversely affect our business, financial condition and results of operations.

We have a limited number of customers that provide a substantial portion of our revenue. The loss of our larger customers, including Shell Trading (US) Company and Chevron Products Company, could adversely affect our current and future revenue, and could have a material adverse effect on our business, financial condition and results of operations.

The loss of key personnel could adversely affect our ability to operate.

Our industry has lost a significant number of experienced professionals over the years due to its cyclical nature, which is attributable, among other reasons, to the volatility in commodity prices. Our operations are dependent upon key management and technical personnel. We cannot assure you that individuals will remain with us for the immediate or foreseeable future. The unexpected loss of the services of one or more of these individuals could have an adverse effect on us and our operations.

In addition, our exploration, production and decommissioning activities require personnel with specialized skills and experience. As a result, our ability to remain productive and profitable depends upon our ability to employ and retain skilled workers. Our ability to expand operations depends in part on our ability to increase the size of our skilled labor force, including geologists and geophysicists, field operations managers and engineers, to handle all aspects of our exploration, production and decommissioning activities. The demand for skilled workers in our industry is high, and the supply is limited. A significant increase in the wages paid by competing employers or the unionization of our U.S. Gulf of Mexico employees could result in a reduction of our labor force, increases in the wage rates that we will have to pay, or both. If either of these events were to occur, our capacity and profitability could be diminished and our growth potential could be impaired.

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We have operations in multiple jurisdictions, including jurisdictions in which the tax laws, their interpretation or their administration may change. As a result, our tax obligations and related filings are complex and subject to change, and our after-tax profitability could be lower than anticipated. Additionally, future tax legislative or regulatory changes in the United States, Mexico or any other jurisdiction in which we operate or have subsidiaries could result in changes to the taxation of our income and operations, which could also adversely impact our after-tax profitability.

We are subject to income, withholding and other taxes in the United States on a worldwide basis and in numerous state, local and foreign jurisdictions with respect to our income, operations and subsidiaries in those jurisdictions. Our after-tax profitability could be affected by numerous factors, including the availability of tax credits, exemptions, refunds (including refunds of value added taxes) and other benefits to reduce our tax liabilities, changes in the relative amount of our earnings subject to tax in the various jurisdictions in which we operate or have subsidiaries, the potential expansion of our business into or otherwise becoming subject to tax in additional jurisdictions, changes to our existing business structure and operations, the extent of our intercompany transactions and the extent to which taxing authorities in the relevant jurisdictions respect those intercompany transactions.

Our after-tax profitability may also be affected by changes in the relevant tax laws and tax rates, regulations, administrative practices and principles, judicial decisions, and interpretations, in each case, possibly with retroactive effect. In past years, federal and state level legislation in the United States has been proposed that would, if enacted into law, make significant changes to tax laws, including to certain key U.S. federal and state income tax provisions currently available to oil and natural gas exploration and development companies. For example, President Biden has set forth several tax proposals that would, if enacted into law, make significant changes to U.S. tax laws. Such proposals include, but are not limited to, an increase in the U.S. federal income tax rate applicable to corporations (such as us) from 21%, and the elimination of tax subsidies for fossil fuels. The U.S. Congress could consider some or all of these proposals in connection with tax reform to be undertaken by the Biden Administration. Additionally, the U.S. House of Representatives passed legislation in 2021, which includes provisions that would, if ultimately enacted, impact the U.S. federal income taxation of corporations. Among other items, this legislation includes provisions that would impose a minimum tax on book income of certain corporations and an excise tax on certain corporate stock repurchases that would be borne by the corporation repurchasing such stock. U.S. states in which we operate or own assets may also impose new or increased taxes or fees on oil and natural gas extraction. It is unclear whether these or similar changes will be enacted and, if enacted, how soon any such changes could take effect. Additionally, the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the “Multilateral Instrument”) has entered into force among the jurisdictions that have ratified it, although the United States has not yet become a signatory to the Multilateral Instrument. Such proposed legislative changes and ratification of the Multilateral Instrument in the jurisdictions in which we operate could result in further changes to our global taxation. Additionally, Mexico has enacted tax reform legislation, and a majority of the provisions became effective on January 1, 2020. These tax reforms provided for new and complex provisions that significantly change how Mexico tax entities and operations and are subject to further legislative change and administrative guidance and interpretation, which may differ from our interpretation. Future tax legislative or regulatory changes in the United States, Mexico or in any other jurisdictions in which we operate now or in the future could also adversely impact our after-tax profitability.

A significant portion of our production, revenue and cash flow is concentrated in our Phoenix Field and our Pompano Field. Because of this concentration, any production problems, impacts of adverse weather or inaccuracies in reserve estimates could have a material adverse impact on our business.

For the year ended December 31, 2021, approximately 22% and 15% of our production and 25% and 16% of our total revenue was attributable to our Phoenix Field and our Pompano Field, respectively, both of which are located in the federal waters offshore in the U.S. Gulf of Mexico. This concentration in these fields means that any impact on our production from these fields, whether because of mechanical problems, adverse weather, well containment activities, changes in the regulatory environment or otherwise, could have a material effect on our business. We produce the Phoenix Field through the HP-I, a dynamically positioned floating production facility that is operated by Helix. The HP-I interconnects the Phoenix Field through a production buoy that can be disconnected if the HP-I cannot maintain its position on station, such as in the event of a mechanical problem with the dynamic positioning system or the approach of a hurricane. Because the HP-I may have to be disconnected from the Phoenix Field if circumstances require, our production from the Phoenix Field may be subject to more frequent interruptions than if the Phoenix Field was produced by a more conventional platform.

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We are also required to disconnect and dry-dock the HP-I every two to three years for inspection as required by the United States Coast Guard, during which time we are unable to produce the Phoenix Field. During the year ended December 31, 2019, Helix dry-docked the HP-I. After conducting sea trials, production resumed in late March 2019, resulting in a total shut-in period of 57 days. The next dry-dock is scheduled for mid-2022 with an estimated shut-in lasting approximately 45 to 60 days.

The HP-I is part of the Helix Well Containment Group (“HWCG”), which is a consortium that is available to respond to any Deepwater well control event, such as the Macondo well oil spill. If such an event were to occur and the HWCG was to be utilized for well control, the HP-I, which is the vessel that would be used to respond to the Deepwater well control event, would be required to disconnect from the Phoenix Field until such time as the well control event was resolved and the HP-I could return to the Phoenix Field. During such time period, we would not be able to produce the Phoenix Field. In the event the HP-I has to disconnect from the Phoenix Field, our production, revenue and cash flow could be adversely affected, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In addition, all of our production from the Phoenix Field flows through the Green Canyon 19 connection facility operated by Shell GOM Pipeline Company LLC. To the extent Shell GOM Pipeline Company LLC temporarily shuts in its Green Canyon 19 connection facility, whether for maintenance or otherwise, we would not be able to produce the Phoenix Field during this period of time, which may have a material adverse effect on our business, financial condition, results of operations and cash flows. If the actual reserves associated with the Phoenix Field are less than our estimated reserves, such a reduction of reserves could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In addition, all of our production from the Pompano Field flows through the Pompano Pipeline System operated by Crimson Gulf LLC. To the extent Crimson Gulf LLC temporarily shuts in the Pompano Pipeline System, whether for maintenance or otherwise, we would not be able to produce the Pompano Field during this period of time, which may have a material adverse effect on our business, financial condition, results of operations and cash flows. If the actual reserves associated with the Pompano Field are less than our estimated reserves, such a reduction of reserves could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our Mexican operations are subject to certain offshore regulatory and environmental laws and regulations promulgated by Mexico.

Our operations on oil and natural gas blocks in shallow waters off the coast of Mexico’s Veracruz and Tabasco states and in other Mexican offshore areas where we are assessing other exploration opportunities, are subject to regulation by the SENER, the CNH and other Mexican regulatory bodies. The laws and regulations governing activities in the Mexican energy sector have undergone significant reformation over the past decade, and the legal regulatory framework continues to evolve as SENER, the CNH and other Mexican regulatory bodies issue new regulations and guidance. Such regulations are subject to change, and it is possible that SENER, the CNH or other Mexican regulatory bodies may impose new or revised requirements that could increase our operating costs and/or capital expenditures for operations in Mexican offshore waters. See Part I, Items 1 and 2. Business and Properties – Government Regulation – Regulation in Shallow Waters Off the Coast of Mexico and Part I, Items 1 and 2. Business and Properties – Government Regulation – Hydrocarbon Export Regulation in Mexico for additional disclosure relating to the legal requirements imposed by SENER, CNH or other Mexican regulatory bodies to which we may be subject in the pursuit of our operations.

In addition, our operations on oil and natural gas blocks in shallow waters off the coast of Mexico’s Veracruz and Tabasco states and in other Mexican offshore areas where we are assessing other exploration opportunities, are subject to regulation by the ASEA. The laws and regulations governing the protection of health, safety and the environment from activities in the Mexican energy sector are also relatively new, having been significantly reformed in 2013 and 2014, and the legal regulatory framework continues to evolve as ASEA and other Mexican regulatory bodies issue new regulations and guidance. Such regulations are subject to change, and it is possible that ASEA or other Mexican regulatory bodies may impose new or revised requirements that could increase our operating costs and/or capital expenditures for operations in Mexican offshore waters. See Part I, Items 1 and 2. Business and Properties – Environmental and Occupational Safety and Health Regulations – Environmental Regulation in Shallow Waters Off the Coast of Mexico for additional disclosure relating to the legal requirements imposed by ASEA or other Mexican regulatory bodies to which we may be subject in the pursuit of our operations. The permit holders must comply with requirements relating to insurance, facility construction and design, law compliance, and risk analysis scenarios.

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Under the PSCs, we are also jointly and severally liable for the performance of all obligations under the PSCs, including exploration, appraisal, extraction and abandonment activities and compliance with all environmental regulations, and failure to perform such obligations could result in contractual rescission of the PSCs.

Three-dimensional seismic interpretation does not guarantee that hydrocarbons are present or if present, produce in economic quantities.

We rely on 3D seismic studies to assist us with assessing prospective drilling opportunities on our properties, as well as on properties that we may acquire. Such seismic studies are merely an interpretive tool and do not necessarily guarantee that hydrocarbons are present or, if present, produce in economic quantities, and seismic indications of hydrocarbon saturation are generally not reliable indicators of productive reservoir rock. These limitations of 3D seismic data may impact our drilling and operational results, and consequently our financial condition.

We may be exposed to liabilities under the U.S. Foreign Corrupt Practices Act (the “FCPA”).

We are subject to the FCPA and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties for the purpose of obtaining or retaining business. We may do business in the future in countries and regions in which we may face, directly or indirectly, corrupt demands by officials, tribal or insurgent organizations or private entities. Thus, we face the risk of unauthorized payments or offers of payments by one of our employees or consultants, given that these parties may not always be subject to our control. Our existing safeguards and any future improvements may prove to be less than effective, and our employees and consultants may engage in conduct for which we might be held responsible.

Under the PSCs with the CNH, we work as a consortium with our partners. Violations of the FCPA, by any consortium partner, may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In addition, the CNH has the authority to rescind the PSCs if these violations occur.

Our business depends on access to oil and natural gas processing, gathering and transportation systems and facilities.

The marketability of our oil and natural gas production depends in large part on the operation, availability, proximity, capacity and expansion of processing, gathering and transportation facilities owned by third parties. We can provide no assurance that sufficient processing, gathering and/or transportation capacity exists or that we will be able to obtain sufficient processing, gathering and/or transportation capacity on economic terms. A lack of available capacity on processing, gathering and transportation facilities or delays in their planned expansions could result in the shut-in of producing wells or the delay or discontinuance of drilling plans for properties. A lack of availability of these facilities for an extended period of time could negatively impact our revenues. In addition, we enter into contracts for firm transportation, and any failure to renew those contracts on the same or better commercial terms could increase our costs and our exposure to the risks described above. In addition, the rates charged for processing, gathering and transportation services may increase over time.

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Our operations are subject to various risks arising out of the threat of climate change that could result in increased operating costs, limit the areas in which oil and natural gas production may occur and reduce demand for the crude oil and natural gas that we produce.

Climate change continues to attract considerable public, political and scientific attention. In the United States, no comprehensive climate change legislation has been adopted at the federal level, but President Biden has indicated that action to address climate change is an important part of his administration’s agenda. As a result, numerous executive actions and legislative and regulatory initiatives have been made or are likely to be considered by his administration and analogous legal actions are likely to be made or considered at the state, regional or international levels of government to monitor and limit existing emissions of GHGs as well as to restrict or eliminate such future emissions. These regulatory efforts have included consideration of cap-and-trade programs, carbon taxes, GHG emissions reporting and tracking programs and regulations that directly limit GHG emissions from certain sources. Additionally, the threat of climate change has resulted in increasing political, litigation and financial risks associated with the production of fossil fuels and emissions of GHG. Moreover, climate change activism calling for reduced access to capital, fuel conservation measures, governmental initiatives for renewable energy resources, increasing consumer demand for alternative forms of energy, technological advances in fuel economy and energy generation devices may create new competitive conditions that result in reduced demand for the oil and natural gas we produce. Finally, increasing concentrations of GHGs in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, floods, rising sea levels and other climatic events. See Part I, Items 1 and 2. Business and Properties – Environmental and Occupational Safety and Health Regulations – Climate Change for additional disclosure relating to risks arising out of the threat of climate change.

The adoption of legislation or regulatory programs to reduce or eliminate future emissions of GHG could require us to incur increased operating costs, such as costs to purchase and operate emissions control systems, to acquire emissions allowances or comply with new regulatory or reporting requirements. Any such legislation or regulatory programs could also increase the cost of consuming, and thereby reduce demand for, the oil and natural gas we produce. Consequently, legislation and regulatory programs to reduce or eliminate future emissions of GHG could have an adverse effect on our business, financial condition and results of operations. Also, political, financial and litigation risks may result in our restricting or canceling production activities, incurring liability for infrastructure damages as a result of climatic changes or impairing the ability to continue to operate in an economic manner. Further, if any such effects of climate changes were to occur, they could have an adverse effect on our financial condition and results of operations.

Increasing attention to ESG matters may impact our business.

Increasing attention to climate change, societal expectations on companies to address climate change, and potential consumer use of substitutes to oil and gas commodities may result in increased costs, reduced demand for our products and our services and the products and services of our customers, reduced profits, increased investigations and litigation, and negative impacts on our stock price and access to capital markets. Increasing attention to climate change, for example, may result in demand shifts for the hydrocarbon products we produce as well as additional governmental investigations and private litigation against us. To the extent that societal pressures or political or other factors are involved, it is possible that such liability could be imposed without regard to our causation of or contribution to the asserted damage, or to other mitigating factors.

Moreover, while we create and publish voluntary disclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures are based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith. Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many ESG matters.

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We enhanced and re-named the Board of Directors’ Safety Committee to become the Safety, Sustainability and Corporate Responsibility Committee, which is the primary committee of our Board of Directors responsible for overseeing and managing our ESG initiatives. Committee members are expected to meet quarterly to review the implementation and effectiveness of our ESG programs and policies. Additionally, we have set the following aspirational goals to help strengthen our ESG performance: (i) a 30% reduction in GHG emissions intensity by 2025 with a stretch goal of 40%, as compared to our 2018 GHG emissions intensity baseline; and (ii) increased to 20% the ESG metrics component of our management’s annual incentive plan, which includes key initiatives aimed at GHG emissions reduction and health and safety performance. We note, however, that despite our governance changes we may not be able to adequately identify or manage ESG-related risks and opportunities, which may include failing to achieve our GHG emission intensity reduction or other ESG-related aspirational goals, including but not limited to as a result of unforeseen costs or technical difficulties associated with achieving such goals. Additionally, to the extent we meet such targets, they may be achieved through various contractual arrangements, including the purchase of various credits or offsets that may be deemed to mitigate our ESG impact instead of actual changes in our ESG performance.

In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. We and other companies in our industry publish sustainability reports that are made available to investors. Such ratings and reports are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings may lead to increased negative investor sentiment toward us and to the diversion of investment to other industries which could have a negative impact on our stock price and/or our access to and costs of capital. Additionally, certain institutional lenders may decide not to provide funding to us based on ESG concerns, which could adversely affect our financial condition and access to capital for potential growth projects. To the extent ESG matters negatively impact our reputation, we may also be unable to compete as effectively to recruit or retain employees, which may adversely affect our operations.

The enactment of derivatives legislation could have an adverse effect on our ability to use derivative instruments to reduce the effect of commodity price, interest rate and other risks associated with our business.

The Dodd-Frank Act, enacted on July 21, 2010, expanded federal oversight and regulation of the over-the-counter derivatives market and entities that participate in that market. The Dodd-Frank Act requires the CFTC and the SEC to promulgate rules and regulations implementing the Dodd-Frank Act. Although the CFTC and the SEC have finalized certain regulations, others remain to be finalized or implemented and it is not possible at this time to predict when this is accomplished.

In one of its rulemaking proceedings still pending under the Dodd-Frank Act, the CFTC issued on December 5, 2016, re-proposed rules imposing position limits for certain futures and option contracts in various commodities (including oil and gas) and for swaps that are their economic equivalents. Under the proposed rules on position limits, certain types of hedging transactions are exempt from these limits on the size of positions that may be held, provided that such hedging transactions satisfy the CFTC’s requirements for certain enumerated “bona fide hedging” transactions or positions. As these new position limit rules are not yet final, the impact of those provisions on us is uncertain at this time.

The CFTC has designated certain interest rate swaps and credit default swaps for mandatory clearing and the associated rules also requires us, in connection with covered derivative activities, to comply with clearing and trade-execution requirements or to take steps to qualify for an exemption to such requirements. Although we expect to qualify for the end-user exception from the mandatory clearing requirements for swaps to be entered into to hedge our commercial risks, the application of the mandatory clearing and trade execution requirements to other market participants, such as swap dealers, may change the cost and availability of the swaps that we use for hedging. In addition, certain banking regulators and the CFTC have recently adopted final rules establishing minimum margin requirements for uncleared swaps. Although we expect to qualify for, and to utilize, the end-user exception from such margin requirements for swaps to be entered into to hedge our commercial risks, the application of such requirements to other market participants, such as swap dealers, may change the cost and availability of the swaps that we use for hedging. If any of our swaps do not qualify for the commercial end-user exception, posting of collateral could impact liquidity and reduce cash available to us for capital expenditures, therefore reducing our ability to execute hedges to reduce risk and protect cash flows.

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The full impact of the Dodd-Frank Act and related regulatory requirements upon our business will not be known until the regulations are fully implemented and the market for derivatives contracts has adjusted. The Dodd-Frank Act and any new regulations could significantly increase the cost of derivative contracts, materially alter the terms of derivative contracts, reduce the availability of derivatives to protect against risks we may encounter or reduce our ability to monetize or restructure our existing derivative contracts. If we reduce our use of derivatives as a result of the Dodd-Frank Act and regulations implementing the Dodd-Frank Act, our results of operations may become more volatile and our cash flows may be less predictable, which could adversely affect our ability to plan for and fund capital expenditures. Finally, the Dodd-Frank Act was intended, in part, to reduce the volatility of oil and gas prices, which some legislators attributed to speculative trading in derivatives and commodity instruments related to oil and natural gas. Our revenues could therefore be adversely affected if a consequence of the Dodd-Frank Act and implementing regulations is to lower commodity prices. Any of these consequences could have a material adverse effect on us, our financial condition and our results of operations.

In addition, the European Union and other non-U.S. jurisdictions have implemented and continue to implement new regulations with respect to the derivatives market. To the extent we transact with counterparties in foreign jurisdictions, we may become directly subject to such regulations and in any event the global derivatives market are affected to the extent that foreign counterparties are affected by such regulations. At this time, the impact of such regulations is not clear.

Negative publicity may adversely impact us.

Media coverage and public statements that insinuate improper actions by us, regardless of their factual accuracy or truthfulness, may result in negative publicity, litigation or governmental investigations by regulators. For example, in September 2021, we experienced negative publicity relating to an oil release in the U.S. Gulf of Mexico, off the coast of Port Fourchon, Louisiana. Although we were a prior lessee of the block in question, had ceased production in the area in 2017 and had removed all pipeline infrastructure by 2019, the resulting publicity may have had a negative impact on us.

Similar or further such negative publicity in the future relating to U.S. Gulf of Mexico operations generally, or our operations specifically, may expose us to adverse consequences. Addressing negative publicity and any resulting litigation or investigations may distract management, increase costs and divert resources. Negative publicity may have an adverse impact on our reputation and the morale of our employees, which could materially adversely affect our business, financial position, results of operations, cash flows, growth prospects and stock price.

A change in the jurisdictional characterization of our FERC-jurisdictional pipelines, tribal or local regulatory agencies or a change in policy by those agencies may result in increased regulation of such asset, which may cause our revenues to decline and operating expenses to increase or delay or increase the cost of expansion projects.

With respect to CKB Petroleum, Inc., which has been granted a waiver of certain portions of the ICA and related regulations by the FERC, should the pipeline’s circumstances change, the FERC could, either at the request of other entities or on its own initiative, assert that such pipeline no longer qualifies for a waiver. In the event that the FERC were to determine that CKB Petroleum, Inc. no longer qualified for a waiver, we would likely be required to file a tariff with the FERC, provide a cost justification for the transportation charge and provide service to all potential shippers without undue discrimination. Such a change in the jurisdictional status of transportation on the CKB Petroleum, Inc. pipeline could adversely affect our results of operations.

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We may be unable to pursue our CCS business, either wholly or in significant measure, which could have a material adverse effect on our business, results of operations and financial condition.

Our CCS business strategy envisions the construction and operation of one or more CCS projects within the next two to three years, utilizing anthropogenic CO2 generated by industrial emitters along the Texas and Louisiana Gulf Coast. CCS projects currently being actively evaluated include a Texas GLO carbon storage project located in Jefferson County, Texas, for which we were selected together with our partner Carbonvert Inc. by the agency in October 2021 as a winning bidder to pursue this project, and a commercial carbon storage venture entered into in November 2021 with Freeport LNG to be located along the Texas Gulf Coast adjacent to our co-venturer’s LNG natural gas pre-treatment facilities near Freeport, Texas. In February 2022, we entered into a lease agreement along the Mississippi River Corridor in eastern Louisiana to develop a carbon capture, transportation and sequestration joint service along with EnLink Midstream, LLC. Our goal is that CCS projects, such as these three, will eventually enable us to offset some or all of our annual net CO2 emissions while delivering an economic return. However, the successful development of such projects is dependent on various economic, regulatory and operational factors, the failure of which to satisfy wholly or in significant measure any one or more of such factors could have a material adverse impact on our business, results of operations and financial condition.

The successful development of our CCS projects is dependent upon our ability to benefit from certain financial incentives available with respect to CCS projects. The U.S. Congress has incentivized the development of CCS projects through the establishment of the Section 45Q tax credit, which provides a tax credit for qualified CO2 that is captured using carbon capture equipment and that is disposed of in secure geological storage. Unless legislation is passed that allows for the direct cash payment of Section 45Q tax credits, our ability to benefit from Section 45Q tax credits is dependent upon us having a tax liability against which to utilize such credits or our ability to indirectly benefit from such credits through contractual arrangements with parties that are able to utilize such credits. Additionally, we will benefit from Section 45Q tax credits only if we own carbon capture equipment that captures qualified CO2 that we physically or contractually capture and securely store or if another party that owns carbon capture equipment elects to pass through Section 45Q tax credits to us and we dispose of the qualified CO2. While we intend to utilize Section 45Q tax credits in an economically beneficial manner, the market with respect to Section 45Q credits is developing and there can be no assurance that we will be able to effectively benefit from such tax credits. Section 45Q tax credits are also subject to recapture with respect to any CO2 that ceases to be disposed of in secure storage, which recapture is treated as an increase in tax liability for the year in which the recapture occurs. The recapture period for Section 45Q tax credits is limited to a 3-year lookback period preceding the date that sequestered CO2 escapes from its secure storage.

Additionally, the Section 45Q tax credits may be reduced, modified or eliminated as a matter of legislative or regulatory policy. There can be no assurance that the tax credits under Section 45Q will not be reduced, modified, or eliminated in the future. Any such reduction, modification or elimination of Section 45Q tax credits, or our inability to enter into arrangements to utilize Section 45Q tax credits, could materially reduce our ability to develop CCS projects and, as a result, may adversely impact our business, results of operations and financial condition. Even if we are able to benefit from Section 45Q tax credits, we may determine that additional financial incentives are required for our CCS projects to be economical. If such additional incentives do not emerge, we may not be able to achieve an economic return from our CCS business or, alternatively, the construction or operation of our CCS projects may be substantially delayed, unprofitable or otherwise infeasible. Another emerging financial incentive for CCS projects may be the approximately $1.2 trillion infrastructure bill signed by President Biden in November 2021, which includes a provision for approximately $2.5 billion to expand the U.S. Department of Energy’s Carbon Storage Validation and Testing program to include large-scale commercialization of new or expanded carbon sequestration projects and CO2 transport infrastructure. However, the applicability of the financial incentives in the infrastructure bill to our projects is uncertain at this time and there is no assurance that we would qualify for such incentives in the pursuit of our CCS projects or that such credits would be adequate for our CCS project needs.

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Additionally, successful development of CCS projects in the United States requires that we comply with what we anticipate will be a stringent regulatory scheme requiring that we obtain certain permits applicable to subsurface injection of CO2 for geologic sequestration. Moreover, as operator of our CCS projects, we must demonstrate and maintain levels of financial assurance sufficient to cover the cost of corrective action, injection well plugging, post injection site care and site closure, and emergency and remedial response. As CCS and carbon management represent an emerging sector, regulations may evolve rapidly, which could impact the feasibility of one or more of our anticipated projects. There is no assurance that we will be successful in obtaining permits or adequate levels of financial assurance for one or more of our CCS projects or that permits can be obtained on a timely basis, whether due to difficulty with the technical demonstrations required to obtain such permits, public opposition or otherwise. Separately, permitting CCS projects also requires obtaining a number of other permits and approvals unrelated to subsurface injection from various U.S. federal and state agencies, such as for air emissions or impacts to environmental, natural, historic or cultural resources resulting from the construction and operation of a CCS facility. To the extent regulatory requirements are imposed, are amended or more stringently enforced, we may incur additional costs in the pursuit of one or more of our CCS projects, which costs may be material or may render any one or more of our CCS projects uneconomical.

Development of successful CCS projects will also require satisfying certain operational factors, such as locating a suitable source of anthropogenic CO2 and reaching suitable agreements to capture that CO2. Such agreements are complex and may involve allocation of not only fees but also various credits, incentives and environmental attributes associated with the storage of CO2. Not all emission sources produce sufficiently large quantities of pure or relatively pure streams of CO2, or have installed equipment to capture such CO2, so as to be usable in one or more of our CCS projects. As a result, we cannot assure whether we will be able to procure sufficient quantities of CO2 on terms that are acceptable to us, and the failure to do so may have a material impact on our ability to execute our CCS strategy. Additionally, development of successful CCS projects will require infrastructure to transport CO2 between the source and our CCS sites. In project areas with existing CO2 transportation pipelines, this may require reaching an agreement on CO2 transportation with operators of CO2 pipelines within the regions in which we operate. Inability to reach a suitable agreement may render a project uneconomical or impracticable. Separately, if no CO2 pipelines exist in proposed project areas, or if existing pipelines do not extend to one or more of our project sites, we may be required to convert existing pipelines, or build new CO2 pipelines or lateral connections, which may be subject to various environmental and other permitting requirements as well as third party easements, which may render one or more projects uneconomical. We will also need to build the required equipment on a timely basis and at a cost that is economically viable. Additionally, complex recordkeeping and GHG emissions/sequestration accounting may be required in connection with one or more of our projects, which may increase the costs of such operations. Different methodologies may be required for various regulatory and non-regulatory accounts regarding GHG emissions/sequestration at one or more of our projects, including but not limited to, compliance with the EPA’s mandatory Greenhouse Gas Reporting Program. Furthermore, as CCS may be viewed as a pathway to the continued use of fossil fuels, notwithstanding that CO2 emissions are intended to be captured, there may be organized opposition to CCS, including as it relates to our projects.

In consideration of the above matters, we anticipate, but can provide no assurance, that we will be able to execute upon our CCS business strategy in the future. Any failure by us to achieve such expectations in whole or any significant measure could have a material adverse effect on our business, results of operations and financial condition.

Risks Related to our Capital Structure and Ownership of our Common Stock

Our debt level and the covenants in our current or future agreements governing our debt, including our Bank Credit Facility and the indenture for our 11.00%12.00% Second-Priority Senior Secured Notes, could negatively impact our financial condition, results of operations and business prospects. Our failure to comply with these covenants could result in the acceleration of our outstanding indebtedness.

The terms of the agreements governing our debt impose significant restrictions on our ability to take a number of actions that we may otherwise desire to take, including:

incurring additional debt;
paying dividends on stock, redeeming stock or redeeming subordinated debt;
making investments;
creating liens on our assets;

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selling assets;
guaranteeing other indebtedness;
entering into agreements that restrict dividends from our subsidiaries to us;
merging, consolidating or transferring all or substantially all of our assets;
hedging future production; and
entering into transactions with affiliates.

incurring additional debt;

paying dividends on stock, redeeming stock or redeeming subordinated debt;

making investments;

creating liens on our assets;

selling assets;

guaranteeing other indebtedness;

entering into agreements that restrict dividends from our subsidiaries to us;

merging, consolidating or transferring all or substantially all of our assets;

hedging future production; and

entering into transactions with affiliates.

Our level of indebtedness, and the covenants contained in the agreements governing our debt, including the Bank Credit Facility and the indenture for our 11.00%12.00% Second-Priority Senior Secured Notes due 2022January 2026 (the “11.00%“12.00% Notes”) of Talos Production Inc. and Talos Production Finance, Inc. (together, the “Talos Issuers”(the “Issuer”), have important consequences on our operations, including:

requiring that we dedicate a substantial portion of our cash flow from operating activities to required payments on debt, thereby reducing the availability of cash flow for working capital, capital expenditures, and other general business activities;
limiting our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions and other general business activities;
limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
detracting from our ability to successfully withstand a downturn in our business or the economy generally;
placing us at a competitive disadvantage against other less leveraged competitors; and
making us vulnerable to increases in interest rates because debt under our Bank Credit Facility is at variable rates.

requiring that we dedicate a substantial portion of our cash flow from operating activities to required payments on debt, thereby reducing the availability of cash flow for working capital, capital expenditures, and other general business activities;

limiting our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions and other general business activities;

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limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

detracting from our ability to successfully withstand a downturn in our business or the economy generally;

placing us at a competitive disadvantage against other less leveraged competitors; and

making us vulnerable to increases in interest rates because debt under our Bank Credit Facility is at variable rates.

We may be required to repay all or a portion of our debt on an accelerated basis in certain circumstances. If we fail to comply with the covenants and other restrictions in the agreements governing our debt, it could lead to an event of default and the acceleration of repayment of outstanding debt. Our ability to comply with these covenants and other restrictions may be affected by events beyond our control, including prevailing economic and financial conditions. Sustained low oil and natural gas prices have a material and adverse effect on our liquidity position. Our cash flow is highly dependent on the prices we receive for oil and natural gas, which have declined significantly as compared to mid-2014.gas.

We depend on our Bank Credit Facility for a portion of our future capital needs. We are required to comply with certain debt covenants and certain financial ratios under the Bank Credit Facility. Our borrowing base under the Bank Credit Facility, which is redetermined semi-annually, is based on an amount established by the lenders after their evaluation of our proved oil and natural gas reserve values. If, due to a redetermination of our borrowing base, our outstanding borrowings plus outstanding letters of credit exceed our redetermined borrowing base (referred to as a borrowing base deficiency), we could be required to repay such borrowing base deficiency. Our Bank Credit Facility allows us to cure a borrowing base deficiency through any combination of the following actions: (i) repay amounts outstanding sufficient to cure the borrowing base deficiency within 30 days after the existence of such deficiency; (ii) add additional oil and gas properties acceptable to the banks to the borrowing base and take such actions necessary to grant the banks a mortgage in such oil and gas properties within 30 days after the existence of such deficiency; (iii) pay the deficiency in four equal monthly installments with the first installment due within 30 days after the existence of such deficiency;deficiency or (iv) any combination of the above. We are required to elect one of the foregoing options within 10 days after the existence of such deficiency.

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We may not have sufficient funds to make such repayments. If we do not repay our debt out of cash on hand, we could attempt to restructure or refinance such debt, reduce or delay investments and capital expenditures, sell assets, or repay such debt with the proceeds from an equity offering. We cannot assure you that we will be able to generate sufficient cash flows from operating activities to pay the interest on our debt or that future borrowings, equity financings or proceeds from the sale of assets are available to pay or refinance such debt. Any refinancing of indebtedness could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict business operations. The terms of our debt, including our Bank Credit Facility and the indenture for our 11.00%12.00% Notes, may also prohibit us from taking such actions. Factors that affect our ability to raise cash through offerings of our capital stock, a refinancing of our debt or a sale of assets include financial market conditions and our market value and operating performance at the time of such offerings, refinancing or sale of assets. We cannot assure you that any such offerings, restructuring, refinancing or sale of assets would be successfully completed.

Changes in the method of determining the London Interbank Offered Rate (“LIBOR”), or the replacement of LIBOR with an alternative reference rate, may adversely affect interest rates.

On July 27, 2017, the Financial Conduct Authority (“FCA”) in the United Kingdom announced that it would phase out LIBOR as a benchmark by the end of 2021. It is unclear whether new methods of calculating LIBOR will be established such that it continues to exist after 2021, or whether different benchmark rates used to price indebtedness will develop. In the future, we may need to renegotiate the Bank Credit Facility or incur other indebtedness, and the phase-out of LIBOR may negatively impact the terms of such indebtedness. In addition, the overall financial market may be disrupted as a result of the phase-out or replacement of LIBOR. Disruption in the financial market could have a material adverse effect on our financial position, results of operations and liquidity.

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Regulatory requirements and permitting procedures imposed by BOEM and BSEE could significantly delay our ability to obtain permits to drill new wells in offshore waters.

BSEE and BOEM have imposed new and more stringent permitting procedures and regulatory safety and performance requirements for new wells to be drilled in federal waters. Compliance with these added and more stringent regulatory requirements and with existing environmental and spill regulations, together with uncertainties or inconsistencies in decisions and rulings by governmental agencies and delays in the processing and approval of drilling permits and exploration, development, oil spill response and decommissioning plans and possible additional regulatory initiatives could result in difficult and more costly actions and adversely affect or delay new drilling and ongoing development efforts. Moreover, these governmental agencies are continuing to evaluate aspects of safety and operational performance in the United States Gulf of Mexico and, as a result, are continuing to develop and implement new, more restrictive requirements. For example, in 2016, BSEE under the Obama Administration published a final rule on well control that, among other things, imposes rigorous standards relating to the design, operation and maintenance of blow-out preventers, real-time monitoring of deepwater, high temperature, high pressure drilling activities and enhanced reporting requirements. However, pursuant to President Trump’s Executive Orders, BSEE initiated a review of the well control regulations to determine whether the rules are consistent with the stated policy of encouraging energy exploration and production, while ensuring that any such activity is safe and environmentally responsible. One consequence of this review is that on May 15, 2019, BSEE published final revisions to the existing 2016 rule on well control that became effective on July 15, 2019 and, among other things, eliminated the requirement for offshore operators to certify through an independent third party that their critical safety and pollution prevention equipment (e.g., subsea safety equipment, including blowout preventers) is operational and functioning as designed in the most extreme conditions. There exists the possibility that any mitigatory actions under the Trump Administration could be withdrawn or revised in the future as a result of litigation or by a different presidential administration to impose or re-implement more stringent standards.

Compliance with these regulatory actions, or any new laws, regulations or other legal initiatives, whether under the Trump Administration or another administration could result in significant costs, including increased capital expenditures and operating costs, and could adversely impact our business. Furthermore, among other adverse impacts, to the extent that BOEM and BSEE do not reduce the stringency of existing oil and gas safety and performance-related regulations and other regulatory initiatives, the regulatory requirements imposed by such existing or future, more stringent regulations or other regulatory initiatives could delay operations, disrupt our operations or increase the risk of leases expiring before exploration and development efforts have been completed due to the time required to develop new technology. Additionally, if left unchanged, the existing, or future, more stringent oil and gas safety and performance-related regulations and other regulatory initiatives imposed by BOEM and BSEE could result in incurrence of associated added costs, limit operational activities in certain areas or cause us to incur penalties or shut-in production at one or more of our facilities. Also, if material spill incidents were to occur in the future, the United States or other countries where such an event may occur could elect to issue directives to temporarily cease drilling activities and, in any event, may from time to time issue further safety and environmental laws and regulations regarding offshore oil and natural gas exploration and development, any of which could have a material adverse effect on our business. We cannot predict with any certainty the full impact of any new laws or regulations on our drilling operations or on the cost or availability of insurance to cover some or all of the risks associated with such operations.

Finally, due primarily to the threat of climate change arising from GHG emissions, certain candidates seeking the office of President of the United States in 2020 have pledged to take actions to ban new mineral leases on federal properties, including offshore leases on the OCS.

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Guidelines issued by BOEM related to financial assurance requirements to cover decommissioning obligations for operations on the OCS may have a material adverse effect on our business, financial condition or results of operations.

BOEM requires that lessees demonstrate financial strength and reliability according to its regulations or provide acceptable financial assurances to assure satisfaction of lease obligations, including decommissioning activities on the OCS. In 2016, BOEM under the Obama Administration issued the 2016 NTL to clarify the procedures and guidelines that BOEM Regional Directors use to determine if and when additional financial assurances may be required for OCS leases, ROWs or RUEs. The 2016 NTL became effective in September 2016, but pursuant to President Trump’s Executive Orders, BOEM initiated a review of the 2016 NTL and extended implementation indefinitely beyond June 30, 2017, except in certain circumstances where there is a substantial risk of nonperformance of the interest holder’s decommissioning liabilities, so as to provide BOEM with time to review its complex financial assurance program.

Following the effectiveness of the 2016 NTL, we received the BOEM 2016 Orders in late 2016 directing us to provide additional financial assurance in material amounts relating to our OCS properties. We entered into discussions with BOEM regarding the requested additional financial security and submitted a proposed tailored plan for the posting of additional financial security to the agency for review. However, as noted, BOEM under the Trump Administration has indefinitely delayed beyond June 30, 2017 implementation of the 2016 NTL, has rescinded the BOEM 2016 Orders while BOEM reviews its financial assurance program and, to date, has taken no action with respect to our previously submitted proposed tailored plan.

As of the filing date of this Annual Report on Form 10-K, we have no outstanding BOEM orders for financial assurance obligations. Until BOEM and BSEE’s completion and publication of its proposed joint rule regarding financial assurance, we cannot estimate what additional financial assurance may be required by us, and therefore, we cannot provide any assurance of the amount of any additional financial assurance, which may be material, that may be ordered by BOEM and required of us in the future, or that such additional financial assurance amounts can be obtained. Moreover, BOEM, whether under the Trump Administration or another administration, could in the future make new demands for additional financial assurances in material amounts relating to the decommissioning of our OCS properties. BOEM may reject our proposals to satisfy any such additional financial assurance coverage and make demands that exceed our capabilities.

If we fail to comply with the current or future orders of BOEM to provide additional surety bonds or other financial assurances, BOEM could commence enforcement proceedings or take other remedial action, including assessing civil penalties, suspending operations or production, or initiating procedures to cancel leases, which, if upheld, would have a material adverse effect on our business, properties, results of operations and financial condition.

In addition, if fully implemented, the 2016 NTL is likely to result in the loss of supplemental bonding waivers for a large number of operators on the OCS, which could in turn force these operators to seek additional surety bonds and could, consequently, challenge the surety bond market’s capacity for providing such additional financial assurance. Operators who have already leveraged their assets as a result of the declining oil market could face difficulty obtaining surety bonds because of concerns the surety companies may have about the priority of their lien on the operator’s collateral. Moreover, depressed oil prices could result in sureties seeking additional collateral to support existing bonds, such as cash or letters of credit, and we cannot provide assurance that we will be able to satisfy collateral demands for future bonds to comply with supplemental bonding requirements of BOEM. If we are required to provide collateral in the form of cash or letters of credit, our liquidity position could be negatively impacted and we may be required to seek alternative financing. To the extent we are unable to secure adequate financing, we may be forced to reduce our capital expenditures. All of these factors may make it more difficult for us to obtain the financial assurances required by BOEM to conduct operations on the OCS. These and other changes to BOEM bonding and financial assurance requirements could result in increased costs on our operations and consequently have a material adverse effect on our business and results of operations.

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Our operations may incur substantial liabilities to comply with environmental laws and regulations as well as legal requirements applicable to marine mammals and endangered and threatened species.

Our oil and natural gas operations are subject to stringent federal, state, local and foreign laws and regulations relating to the release or disposal of materials into the environment or otherwise relating to environmental protection. These laws and regulations:

require the acquisition of a permit or other approval before drilling or other regulated activity commences;

restrict the types, quantities and concentration of substances that can be released into the environment in connection with drilling and production activities;

limit or prohibit exploration or drilling activities on certain lands lying within protected areas or that may affect certain marine species and endangered and threatened species; and

impose substantial liabilities for pollution resulting from our operations.

Failure to comply with these laws and regulations may result in:

the assessment of administrative, civil and criminal penalties;

loss of our leases;

incurrence of investigatory, remedial or corrective obligations; and

the imposition of injunctive relief, which could prohibit, limit or restrict our operations in a particular area.

Changes in environmental laws and regulations occur frequently, and any changes that result in more stringent or costly waste handling, storage, transport, disposal or cleanup requirements could require us to make significant expenditures to attain and maintain compliance and may otherwise have a material adverse effect on our industry in general and on our own results of operations, competitive position or financial condition. Under these environmental laws and regulations, we could incur strict joint and several liability for the removal or remediation of previously released materials or contamination, regardless of whether we were responsible for the release or contamination and regardless of whether our operations met previous standards in the industry at the time they were conducted. Our permits require that we report any incidents that cause or could cause environmental damages.

New laws and regulations, amendment of existing laws and regulations, reinterpretation of legal requirements or increased governmental enforcement could significantly increase our capital expenditures and operating costs or could result in delays, limitations or cancelations to our exploration and production activities, which could have an adverse effect on our financial condition, results of operations, or cash flows. See Business – Environmental and Occupational Safety and Health Regulations under Part I, Item 1 in this Form 10-K for a more detailed description of our environmental, marine species, and endangered and threatened species legal requirements.

A financial crisis may impact our business and financial condition and may adversely impact our ability to obtain funding under our Bank Credit Facility or in the capital markets.

We use our cash flows from operating activities and borrowings under our Bank Credit Facility to fund our capital expenditures, and we rely on the capital markets and asset monetization transactions to provide us with additional capital for large or exceptional transactions. However,As such, we may not be able to access adequate funding under our Bank Credit Facility as a result of (i) a decrease in our borrowing base due to the outcome of a borrowing base redetermination or a breach or default under our Bank Credit Facility, including a breach of a financial covenant or (ii) an unwillingness or inability on the part of our lending counterparties to meet their funding obligations. In addition, weWe may also face limitations on our ability to access the debt and equity capital markets and complete asset sales, an increased counterparty credit risk on our derivatives contracts and the requirementrequirements by our contractual counterparties to post collateral guaranteeing performance.

36In addition, from time to time, we could be required to, or we or our affiliates may seek to, retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt, open-market purchases, privately negotiated transactions or other transactions. Such debt repurchase or exchange transactions, if any, will be upon such terms and at such prices as we may determine and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. Such transactions may give rise to taxable cancellation of indebtedness income (to the extent the fair market value of the property exchanged, or the amount of cash paid to acquire the outstanding debt, is less than the adjusted issue price of the outstanding debt) and adversely impact our ability to deduct interest expenses in respect of our debt against our taxable income in the future. This could result in a current or future tax liability, which could adversely affect our financial condition and cash flows.


We require substantial capital expenditures to conduct our operations and replace our production, and we may be unable to obtain needed financing on satisfactory terms necessary to fund our planned capital expenditures.

We spend a substantial amount of capital for the acquisition, exploration, exploitation, development, and production of oil and natural gas reserves. We fund our capital expenditures primarily through operating cash flows, cash on hand and borrowings under our Bank Credit Facility, if necessary. The actual amount and timing of our future capital expenditures may differ materially from our estimates as a result of, among other things, oil and natural gas prices, actual drilling results, the availability of drilling rigs and other services and equipment and regulatory, technological and competitive developments. A further reduction in commodity prices may result in a further decrease in our actual capital expenditures, which would negatively impact our ability to grow production.

Our cash flow from operations and access to capital is subject to a number of variables, including:

our proved reserves;
the level of hydrocarbons we are able to produce from our wells;
the prices at which our production is sold;
our ability to acquire, locate and produce new reserves; and
our ability to borrow under our Bank Credit Facility.

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our proved reserves;

the level of hydrocarbons we are able to produce from our wells;

the prices at which our production is sold;

our ability to acquire, locate and produce new reserves; and

our ability to borrow under our Bank Credit Facility.

If low oil and natural gas prices, operating difficulties, declines in reserves or other factors, many of which are beyond our control, cause our revenues, cash flows from operating activities, and the borrowing base under our Bank Credit Facility to decrease, we may be limited in our ability to fund the capital necessary to complete our capital expenditure program. After utilizing our available sources of financing, we may be forced to raise additional debt or equity proceeds to fund such capital expenditures. We cannot be sure that additional debt or equity financing will be available, and we cannot be sure that cash flows provided by operations will be sufficient to meet these requirements. For example, the ability of oil and gas companies to access the equity and high yield debt markets has been, and continues to be, significantly limited since the significant decline in commodity prices as compared to mid-2014.limited.

We are a holding company that has no material assets other than our ownership of the equity interests of Talos Production Inc. Accordingly, we are dependent upon distributions from Talos Production Inc. to pay taxes, cover our corporate and other overhead expenses and pay dividends, if any, on our common stock.

We are a holding company that has no material assets other than our ownership of the equity interests of Talos Production Inc. We have no independent means of generating revenue. To the extent Talos Production Inc. has available cash, we will cause Talos Production Inc. to make distributions of cash to us, directly and indirectly through our wholly owned subsidiaries, to pay taxes, cover our corporate and other overhead expenses and pay dividends, if any, on our common stock. As we have never declared or paid any cash dividends on our common stock, we anticipate that any available cash, other than the cash distributed to us to pay taxes and cover our corporate and other overhead expenses, will be retained by Talos Production Inc. to satisfy its operational and other cash needs. Accordingly, we do not anticipate paying any cash dividends on our common stock in the foreseeable future. Although we do not expect to pay dividends on our common stock, if our board of directors decides to do so in the future, our ability to do so may be limited to the extent Talos Production Inc. is limited in its ability to make distributions to us, including the significant restrictions the agreements governing Talos Production Inc.’s debt impose on the ability of Talos Production Inc. to make distributions and other payments to us. To the extent that we need funds and Talos Production Inc. is restricted from making such distributions under applicable law or regulation or under the terms of our financing agreements, or is otherwise unable to provide such funds, it could materially adversely affect our liquidity and financial condition.

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Our production, revenue and cash flow from operating activities are derived from assets that are concentrated in a single geographic area, making us vulnerable to risks associated with operating in one geographic area.

Our production, revenue, and cash flow from operating activities are derived from assets that are concentrated in a single geographic area, the U.S. Gulf of Mexico and in the shallow waters off the coast of Mexico. Unlike other entities that are geographically diversified, we may not have the resources to effectively diversify our operations or benefit from the possible spreading of risks or offsetting of losses. Our lack of diversification may subject us to numerous economic, competitive and regulatory developments, any or all of which may have an adverse impact upon the particular industry in which we operate, and result in our dependency upon a single or limited number of hydrocarbon basins. In addition, the geographic concentration of our properties in the U.S. Gulf of Mexico and in the shallow waters off the coast of Mexico means that some or all of our properties could be affected should the region experience:

severe weather, such as hurricanes and other adverse weather conditions;

delays or decreases in production or the availability of equipment, facilities or services;

delays or decreases in the availability or capacity to transport, gather or process production;

changes in the status of pipelines that we depend on for transportation of our production to the marketplace;

extensive governmental regulation (including regulations that may, in certain circumstances, impose strict liability for pollution damage or require posting substantial bonds to address decommissioning and P&A costs) and interruption or termination of operations by governmental authorities based on environmental, safety or other considerations;

changes in the regulatory environment such as the guidelines issued by BOEM related to financial assurance requirements to cover decommissioning obligations for operations on the OCS; and/or

changes imposed as a result of litigation or by a new presidential administration or by the Congress in the United States that may result in added restrictions and delays or prohibitions in offshore oil and natural gas exploration and production activities, including with respect to permitting, site development or operation in federal waters, or hydraulic fracturing.

Because all or a number of our properties could experience many of the same conditions at the same time, these conditions may have a relatively greater impact on our results of operations than they might have on other producers who have properties over a wider geographic area.

We may experience significant shut-ins and losses of production due to the effects of hurricanes in the U.S. Gulf of Mexico and in the shallow waters off the coast of Mexico.

Our production is primarily associated with our properties in the U.S. Gulf of Mexico and in the shallow waters off the coast of Mexico. Accordingly, if the level of production from these properties substantially declines, it could have a material adverse effect on our overall production level and our revenue. We are particularly vulnerable to significant risk from hurricanes and tropical storms in the Gulf of Mexico. We are unable to predict what impact future hurricanes and tropical storms might have on our future results of operations and production.

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A significant portion of our production, revenue and cash flow is concentrated in our Phoenix Field and our Pompano Field. Because of this concentration, any production problems, impacts of adverse weather or inaccuracies in reserve estimates could have a material adverse impact on our business.

For the year ended December 31, 2019, approximately 32% and 21% of our production and 34% and 24% of our oil, natural gas, and NGL revenue was attributable to our Phoenix Field and our Pompano Field, respectively, both of which are located in the federal waters offshore in the United States Gulf of Mexico. This concentration in these fields means that any impact on our production from these fields, whether because of mechanical problems, adverse weather, well containment activities, changes in the regulatory environment, or otherwise, could have a material effect on our business. We produce the Phoenix Field through the HP-I, a dynamically positioned floating production facility that is operated by Helix. The HP-I interconnects the Phoenix Field through a production buoy that can be disconnected if the HP-I cannot maintain its position on station, such as in the event of a mechanical problem with the dynamic positioning system or the approach of a hurricane. Because the HP-I may have to be disconnected from the Phoenix Field if circumstances require, our production from the Phoenix Field may be subject to more frequent interruptions than if the Phoenix Field was produced by a more conventional platform. We are also required to disconnect and dry-dock the HP-I every two to three years for inspection as required by the United States Coast Guard, during which time we are unable to produce the Phoenix Field. During the year ended December 31, 2019, Helix dry-docked the HP-1. After conducting sea trials, production resumed in late March 2019, resulting in a total shut-in period of 57 days.

The HP-I is part of the Helix Well Containment Group (“HWCG”), which is a consortium that is available to respond to any deepwater well control event, such as the Macondo well oil spill. If such an event were to occur and the HWCG was to be utilized for well control, the HP-I, which is the vessel that would be used to respond to the deepwater well control event, would be required to disconnect from the Phoenix Field until such time as the well control event was resolved and the HP-I could return to the Phoenix Field. During such time period, we would not be able to produce the Phoenix Field. In the event the HP-I has to disconnect from the Phoenix Field, our production, revenue, and cash flow could be adversely affected, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In addition, all of our production from the Phoenix Field flows through the Green Canyon 19 connection facility operated by Shell GOM Pipeline Company LLC. To the extent Shell GOM Pipeline Company LLC temporarily shuts in its Green Canyon 19 connection facility, whether for maintenance or otherwise, we would not be able to produce the Phoenix Field during this period of time, which may have a material adverse effect on our business, financial condition, results of operations and cash flows.

If the actual reserves associated with the Phoenix Field are less than our estimated reserves, such a reduction of reserves could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In addition, all of our production from the Pompano Field flows through the Pompano Pipeline System operated by Crimson Gulf LLC. To the extent Crimson Gulf LLC temporarily shuts in the Pompano Pipeline System, whether for maintenance or otherwise, we would not be able to produce the Pompano Field during this period of time, which may have a material adverse effect on our business, financial condition, results of operations and cash flows.

If the actual reserves associated with the Pompano Field are less than our estimated reserves, such a reduction of reserves could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We are not insured against all of the operating risks to which our business is exposed.

In accordance with industry practice, we maintain insurance against some, but not all, of the operating risks to which our business is exposed. We insure some, but not all, of our properties from operational loss-related events. We have insurance policies that include coverage for general liability, physical damage to our oil and gas properties, operational control of well, named Gulf of Mexico windstorm, oil pollution, construction all risk, workers’ compensation and employers’ liability and other coverage. Our insurance coverage includes deductibles that have to be met prior to recovery, as well as sub-limits or self-insurance. Additionally, our insurance is subject to exclusions and limitations, and there is no assurance that such coverage will adequately protect us against liability from all potential consequences, damages or losses.

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We have general liability insurance coverage with an annual aggregate limit of $500 million. We selectively purchase physical damage insurance coverage for our pipelines, platforms, facilities and umbilicals for losses resulting from named windstorms and operational activities.

Our operational control of well coverage is expected to provide limits that vary by well location and depth and range from a combined single limit of $25 million to $500 million per occurrence. Exploratory deepwater wells have a coverage limit of up to $500 million per occurrence. Additionally, we maintain up to $150 million in oil pollution liability coverage. Our operational control of well and physical damage policy limits is scaled proportionately to our working interests. Our general liability program utilizes a combination of assured’s interest and scalable limits. All of our policies described above are subject to deductibles, sub-limits, or self-insurance. Under our service agreements, including drilling contracts, generally we are indemnified for injuries and death of the service provider’s employees as well as contractors and subcontractors hired by the service provider, subject to the application of various states’ laws.

An operational or hurricane or other adverse weather-related event may cause damage or liability in excess of our coverage that might severely impact our financial position. We may be liable for damages from an event relating to a project in which we own a non-operating working interest. Such events may also cause a significant interruption to our business, which might also severely impact our financial position. We may experience production interruptions for which we do not have production interruption insurance.

We reevaluate the purchase of insurance, policy limits and terms annually. Future insurance coverage for our industry could increase in cost and may include higher deductibles or retentions. In addition, some forms of insurance may become unavailable in the future or unavailable on terms that we believe are economically acceptable. No assurance can be given that we will be able to maintain insurance in the future at rates that we consider reasonable, and we may elect to maintain minimal or no insurance coverage. We may not be able to secure additional insurance or bonding that might be required by new governmental regulations. This may cause us to restrict our operations in the Gulf of Mexico, which might severely impact our financial position. The occurrence of a significant event, not fully insured against, could have a material adverse effect on our financial condition and results of operations.

Lower oil and natural gas prices and other factors in the future may result in ceiling test write-downs and other impairments of our asset carrying values.

We use the full cost method of accounting for our oil and gas operations. Accordingly, we capitalize the costs to acquire, explore for and develop oil and gas properties. Under the full cost method of accounting, we compare, at the end of each financial reporting period for each cost center, the present value of estimated future net cash flows from proved reserves (based on a trailing 12-month average, hedge-adjusted commodity price and excluding cash flows related to estimated abandonment costs), to the net capitalized costs of proved oil and gas properties, net of related deferred taxes. We refer to this comparison as a ceiling test. If the net capitalized costs of proved oil and gas properties exceed the estimated discounted future net cash flows from proved reserves, we are required to write down the value of our oil and gas properties to the value of the estimated discounted future net cash flows. A write-down of oil and gas properties does not impact cash flows from operating activities, but does reduce net income. The risk that we are required to write-down the carrying value of oil and gas properties increases when oil and natural gas prices are low or volatile. In addition, write-downs may occur if we experience substantial downward adjustments to our estimated proved reserves or our undeveloped property values, or if estimated future development costs increase. Volatility in commodity prices, poor conditions in the global economic markets and other factors could cause us to record additional write-downs of our oil and natural gas properties and other assets in the future, and incur additional charges against future earnings. Any required write-downs or impairments could materially affect the quantities and present value of our reserves, which could adversely affect our business, results of operations and financial condition.

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Our oil and gas operations are subject to various international, foreign and U.S. federal, state and local governmental regulations that materially affect our operations.

Our oil and gas operations are subject to various international, foreign and U.S. federal, state and local laws and regulations. These laws and regulations may be changed in response to economic or political conditions. Regulated matters include: permits for exploration, development and production operations; limitations on our drilling activities in environmentally sensitive areas, such as marine habitats, and restrictions on the way we can discharge materials into the environment; bonds or other financial responsibility requirements to cover drilling contingencies and well P&A and other decommissioning costs; reports concerning operations, the spacing of wells and unitization and pooling of properties; regulations regarding the rate, terms and conditions of transportation service or the price, terms, and conditions related to the purchase and sale of oil and natural gas; and taxation. Failure to comply with these laws and regulations can result in the assessment of administrative, civil or criminal penalties, the issuance of remedial obligations and the imposition of injunctions limiting or prohibiting certain of our operations. In addition, because we hold federal leases, the federal government requires that we comply with numerous additional regulations applicable to government contractors.

In July 2017, we, along with partners Sierra and Premier, reported the discovery of a significant reservoir of crude oil in the Sureste Basin offshore Mexico through the Zama-1 well. Data from the Zama-1 well indicates that it is possible the deposit could be part of a field that extends into an exploration block in which the state entity Pemex holds exploration and development rights.

The Ministry of Energy of Mexico has promulgated guidelines to establish procedures for conducting the unitization of shared reservoirs and approving the terms and conditions of unitization and unit operating agreements, as well as the authority to direct parties holding rights in a potentially shared reservoir to appraise and potentially form a unit for development of such reservoir.

Even with the final regulations in place, there are still some uncertainties regarding the unitization process, including the selection of a unit operator and the exact length of time that it will take to obtain approvals of any unit agreements. Any unit operating agreement eventually agreed to by the relevant parties or any unit order issued by a governmental entity in Mexico could be adverse to us and affect the value that we are able to recognize from the reservoir discovery, including but not limited to an agreement or unit order that would require us to allow a third party to develop and produce the crude oil reservoir identified through the Zama-1 well.

In September 2015, we, together with our consortium partners executed a PSC with the CNH for each of Blocks 2 and 7 of Round 1. The PSCs require that the consortium execute a minimum work program expressed in work units during a four-year exploration period. Effective January 23, 2018, the activities already performed on Block 7 have satisfied the minimum work program on Block 7. Effective September 4, 2019, the activities already performed on Block 2 have satisfied the minimum work program on Block 2. As a result of the 2019 drilling program, pending government approval, the activities already performed on Block 31 have satisfied the minimum work program on Block 31.

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Our Mexican operations are subject to certain offshore regulatory and environmental laws and regulations promulgated by Mexico.

Our operations on oil and natural gas blocks in shallow waters off the coast of Mexico’s Veracruz and Tabasco states, and in other Mexican offshore areas where we are assessing other exploration opportunities, are subject to regulation by the SENER, the CNH and other Mexican regulatory bodies. The CNH is responsible for, among other things, overseeing the tender procedures for awarding contracts for the exploration and production of oil and natural gas in Mexican waters, managing and supervising contracts that have been awarded, and approving exploration and production plans. The PSCs that we and our consortium partners have entered into for the development of these acreages contain terms that impose on us the duty to comply with various laws and regulations. These laws and regulations govern, among other things, the exploration and exploitation of hydrocarbons (including certain national content requirements), the treatment, conveyance, marketing, transport and storage of petroleum, requirements for industrial safety, operational security, and facility decommissioning. Failure to comply can result in the imposition of monetary penalties, revocation of permits, rescission of the relevant PSC, suspension of operations, and ordered decommissioning of offshore facilities and systems. The laws and regulations governing activities in the Mexican energy sector are relatively new, having been significantly reformed in 2013, and the legal regulatory framework continues to evolve as SENER, the CNH and other Mexican regulatory bodies issue new regulations and guidance. Such regulations are subject to change, and it is possible that SENER, the CNH or other Mexican regulatory bodies may impose new or revised requirements that could increase our operating costs and/or capital expenditures for operations in Mexican offshore waters.

In addition, our operations on oil and natural gas blocks in shallow waters off the coast of Mexico’s Veracruz and Tabasco states, and in other Mexican offshore areas where we are assessing other exploration opportunities, are subject to regulation by the ASEA. We must obtain ASEA-issued permits and comply with ASEA regulations governing hydrocarbon activities, including requirements for environmental impact and risk assessments, industrial safety, waste management, water and air emissions, operational security and facility decommissioning. Failure to comply with applicable laws and regulations can result in the imposition of monetary penalties, revocation of permits, suspension of operations and ordered decommissioning of offshore facilities and systems. The laws and regulations governing the protection of health, safety and the environment from activities in the Mexican energy sector are relatively new, having been significantly reformed in 2013 and 2014, and the legal regulatory framework continues to evolve as ASEA and other Mexican regulatory bodies issue new regulations and guidance. Such regulations are subject to change, and it is possible that ASEA or other Mexican regulatory bodies may impose new or revised requirements that could increase our operating costs and/or capital expenditures for operations in Mexican offshore waters. For example, in January 2019, the ASEA published the “General Administrative Provisions on the Guidelines for the Design, Construction, Pre-start, Maintenance, Closing, Dismantling and Abandonment of the Facilities and Transfer Operations associated with the Transportation and/or Distribution of Hydrocarbons and/or Oil Products activities, by means other than Pipelines.” These legal provisions apply to permit holders in charge of the transportation or distribution of hydrocarbons and oil products by means other than pipelines, such as tank trucks, tank vessels and/or by railroad, in connection with the transfer, racking, loading, discharge, reception or delivery of such hydrocarbons and oil products. The permit holders must comply with requirements relating to insurance, facility construction and design, law compliance, and risk analysis scenarios.

Under the PSCs, we are also jointly and severally liable for the performance of all obligations under the PSCs, including exploration, appraisal, extraction and abandonment activities and compliance with all environmental regulations, and failure to perform such obligations could result in contractual rescission of the PSCs.

Production periods or reserve lives for Gulf of Mexico properties may subject us to higher reserve replacement needs and may impair our ability to reduce production during periods of low oil and natural gas prices.

Substantially all of our operations are in the Gulf of Mexico. As a result, our reserve replacement needs from new prospects may be greater than those of other oil and gas companies with longer-life reserves in other producing areas. Our future oil and natural gas production is highly dependent upon our level of success in finding or acquiring additional reserves at a unit cost that is sustainable at prevailing commodity prices.

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Exploring for, developing or acquiring reserves is capital intensive and uncertain. We may not be able to economically find, develop or acquire additional reserves or make the necessary capital investments if our cash flows from operations decline or external sources of capital become limited or unavailable. Our need to generate revenues to fund ongoing capital commitments or repay debt may limit our ability to slow or shut-in production from producing wells during periods of low prices for oil and natural gas. We cannot assure you that our future exploitation, exploration, development and acquisition activities will result in additional proved reserves or that we will be able to drill productive wells at acceptable costs. Further, current market conditions may adversely impact our ability to obtain financing to fund acquisitions, and they have lowered the level of activity and depressed values in the oil and natural gas property sales market.

Our actual recovery of reserves may substantially differ from our proved reserve estimates.

Estimates of our proved oil and natural gas reserves and the estimated future net cash flows from such reserves are based upon various assumptions, including assumptions required by the SEC relating to oil and natural gas prices, drilling and operating expenses, capital expenditures, taxes and availability of funds. The process of estimating oil and natural gas reserves is complex. This process requires significant decisions and assumptions in the evaluation of available geological, geophysical, engineering and economic data for each reservoir and is therefore inherently imprecise. Additionally, our interpretations of the rules governing the estimation of proved reserves could differ from the interpretation of staff members of regulatory authorities resulting in estimates that could be challenged by these authorities.

Actual future production, oil and natural gas prices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable oil and natural gas reserves will most likely vary from those estimated. Any significant variance could materially affect the estimated quantities and present value of reserves. Our properties may also be susceptible to hydrocarbon drainage from production by other operators on adjacent properties. In addition, we may adjust estimates of proved reserves to reflect production history, results of exploration and development, prevailing oil and natural gas prices and other factors, many of which are beyond our control.

You should not assume that any present value of future net cash flows from our proved reserves represents the market value of our estimated oil and natural gas reserves. We base the estimated discounted future net cash flows from our proved reserves at December 31, 2019 on historical 12-month average prices and costs as of the date of the estimate. Actual future prices and costs may be materially higher or lower. Further, actual future net revenues are affected by factors such as:

the amount and timing of capital expenditures and decommissioning costs;

the rate and timing of production;

changes in governmental legislation, regulations or taxation;

volume, pricing and duration of our oil and natural gas hedging contracts;

supply of and demand for oil and natural gas;

actual prices we receive for oil and natural gas; and

our actual operating costs in producing oil and natural gas.

The timing of both our production and our incurrence of expenses in connection with the development and production of oil and natural gas properties affects the timing of actual future net cash flows from reserves, and thus their actual present value. In addition, the 10% discount factor that we use to calculate the net present value of future net revenues and cash flows may not necessarily be the most appropriate discount factor based on our cost of capital in effect from time to time and the risks associated with our business and the oil and gas industry in general.

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At December 31, 2019, approximately 31% of our estimated proved reserves (by volume) were undeveloped and approximately 21% were non-producing. Any or all of our PUD or proved developed non-producing reserves may not be ultimately developed or produced. Furthermore, any or all of our undeveloped and developed non-producing reserves may not be ultimately produced during the time periods we plan or at the costs we budget, which could result in the write-off of previously recognized reserves. Recovery of undeveloped reserves generally requires significant capital expenditures and successful drilling or waterflood operations. Our reserve estimates include the assumptions that we incur capital expenditures to develop these undeveloped reserves and the actual costs and results associated with these properties may not be as estimated. Any material inaccuracies in these reserve estimates or underlying assumptions materially affects the quantities and present value of our reserves, which could adversely affect our business, results of operations and financial condition.

Three-dimensional seismic interpretation does not guarantee that hydrocarbons are present or if present, produce in economic quantities.

We rely on 3D seismic studies to assist us with assessing prospective drilling opportunities on our properties, as well as on properties that we may acquire. Such seismic studies are merely an interpretive tool and do not necessarily guarantee that hydrocarbons are present or, if present, produce in economic quantities, and seismic indications of hydrocarbon saturation are generally not reliable indicators of productive reservoir rock. These limitations of 3D seismic data may impact our drilling and operational results, and consequently our financial condition.

SEC rules could limit our ability to book additional PUD reserves in the future.

SEC rules require that, subject to limited exceptions, PUD reserves may only be booked if they relate to wells scheduled to be drilled within five years after the date of booking. This requirement may limit our ability to book additional PUD reserves as we pursue our drilling program. Moreover, we may be required to write down our PUD reserves if we do not drill those wells within the required five-year timeframe.

Our acreage has to be drilled before lease expiration in order to hold the acreage by production. If commodity prices become depressed for an extended period of time, it might not be economical for us to drill sufficient wells in order to hold acreage, which could result in the expiry of a portion of our acreage, which could have an adverse effect on our business.

Unless production is established as required by the leases covering the undeveloped acres, the leases for such acreage may expire.

Our drilling plans for areas not held by production are subject to change based upon various factors. Many of these factors are beyond our control, including drilling results, oil and natural gas prices, the availability and cost of capital, drilling and production costs, availability of drilling services and equipment, gathering system and pipeline transportation constraints and regulatory approvals. On the acreage that we do not operate, we have less control over the timing of drilling, and therefore there is additional risk of expirations occurring in those sections.

The marketability of our production depends mostly upon the availability, proximity, and capacity of oil and natural gas gathering systems, pipelines and processing facilities.

The marketability of our production depends upon the availability, proximity, operation and capacity of oil and natural gas gathering systems, pipelines and processing facilities. The lack of availability or capacity of these gathering systems, pipelines and processing facilities could result in the shut-in of producing wells or the delay or discontinuance of development plans for properties. The disruption of these gathering systems, pipelines and processing facilities due to maintenance and/or weather could negatively impact our ability to market and deliver our products. Federal, state, and local regulation of oil and natural gas production and transportation, general economic conditions, and changes in supply and demand could adversely affect our ability to produce and market our oil and natural gas. If market factors changed dramatically, the financial impact could be substantial. The availability of markets and the volatility of product prices are beyond our control and represent a significant risk.

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Our actual production could differ materially from our forecasts.

From time to time, we may provide forecasts of expected quantities of future oil and gas production. These forecasts are based on a number of estimates, including expectations of production from existing wells. In addition, our forecasts may assume that none of the risks associated with our oil and natural gas operations summarized in this section would occur, such as facility or equipment malfunctions, adverse weather effects or significant declines in commodity prices or material increases in costs, which could make certain production uneconomical.

Our operations are subject to numerous risks of oil and natural gas drilling and production activities.

Oil and gas drilling and production activities are subject to numerous risks, including the risk that no commercially productive oil or natural gas reserves are found. The cost of drilling and completing wells is often uncertain. To the extent we drill additional wells in the Gulf of Mexico deepwater and/or in the Gulf Coast deep gas, our drilling activities increase capital cost. In addition, the geological complexity of the areas in which we have oil and natural gas operations make it more difficult for us to sustain the historical rates of drilling success. Oil and natural gas drilling and production activities may be shortened, delayed or cancelled as a result of a variety of factors, many of which are beyond our control. These factors include:

unexpected drilling conditions;

pressure or irregularities in formations;

equipment failures or accidents;

hurricanes and other adverse weather conditions;

shortages in experienced labor; and

shortages or delays in the delivery of equipment.

The prevailing prices of oil and natural gas also affect the cost of and the demand for drilling rigs, production equipment and related services. We cannot assure you that the wells we drill will be productive or that we will recover all or any portion of our investment. Drilling for oil and natural gas may be unprofitable. Drilling activities can result in dry holes and wells that are productive but do not produce sufficient cash flows to recoup drilling costs.

Our industry experiences numerous operating risks.

The exploration, development and production of oil and gas properties involves a variety of operating risks, including the risk of fire, explosions, blowouts, pipe failure, abnormally pressured formations and environmental hazards. Environmental hazards include oil spills, gas leaks, pipeline ruptures or discharges of toxic gases. We are also involved in completion operations that utilize hydraulic fracturing, which may potentially present additional operational and environmental risks. Additionally, our offshore operations are subject to the additional hazards of marine operations, such as capsizing, collisions and adverse weather and sea conditions, including the effects of hurricanes.

In addition, an oil spill on or related to our properties and operations could expose us to joint and several strict liability, without regard to fault, under applicable law for containment and oil removal costs and a variety of public and private damages, including, but not limited to, the costs of responding to a release of oil, natural resource damages and economic damages suffered by persons adversely affected by an oil spill. If an oil discharge or substantial threat of discharge were to occur, we could be liable for costs and damages, which costs and damages could be material to our results of operations and financial position.

Our business is also subject to the risks and uncertainties normally associated with the exploration for and development and production of oil and natural gas that are beyond our control, including uncertainties as to the presence, size and recoverability of hydrocarbons. We may not encounter commercially productive oil and natural gas reservoirs. We may not recover all or any portion of our investment in new wells. The presence of unanticipated pressures or irregularities in formations, miscalculations or accidents may cause our drilling activities to be unsuccessful and/or result in a total loss of our investment, which could have a material adverse effect on our financial condition, results of operations and cash flows. In addition, we may be uncertain as to the future cost or timing of drilling, completing and operating wells.

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We have an interest in deepwater fields and may attempt to pursue additional operational activity in the future and acquire additional fields and leases in the deepwaters of the Gulf of Mexico. Exploration for oil or natural gas in the deepwater of the Gulf of Mexico generally involves greater operational and financial risks than exploration in the shallower waters of the Gulf of Mexico conventional shelf. Deepwater drilling generally requires more time and more advanced drilling technologies, involving a higher risk of technological failure and usually higher drilling costs. For example, the drilling of deepwater wells requires specific types of drilling rigs with significantly higher day rates and limited availability as compared to the rigs used in shallower water. Deepwater wells often use subsea completion techniques with subsea trees tied back to host production facilities with flow lines. The installation of these subsea trees and flow lines requires substantial time and the use of advanced remote installation mechanics. These operations may encounter mechanical difficulties and equipment failures that could result in cost overruns. Furthermore, the deepwater operations generally lack the physical and oilfield service infrastructure present in the shallower waters of the Gulf of Mexico conventional shelf. As a result, a considerable amount of time may elapse between a deepwater discovery and the marketing of the associated oil or natural gas, increasing both the financial and operational risk involved with these operations. Because of the lack and high cost of infrastructure, some reserve discoveries in the deepwater may never be produced economically.

If any of these industry operating risks occur, we could have substantial losses. Substantial losses may be caused by injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigation and penalties, suspension of operations and production and repairs to resume operations. Any of these industry operating risks could have a material adverse effect on our business, results of operations and financial condition.

Our business could be negatively affected by security threats, including cybersecurity threats, terrorist attacks and other disruptions.

As an oil and gas producer, we have various security threats, including cybersecurity threats to gain unauthorized access to sensitive information or to render data or systems unusable, threats to the security of our facilities and infrastructure or third-party facilities and infrastructure, such as processing plants and pipelines, and threats from terrorist acts. The potential for such security threats subjects our operations to increased risks that could have a material adverse effect on our business. In particular, the implementation of various procedures and controls to monitor and mitigate security threats and to increase security for our information, facilities and infrastructure may result in increased capital and operating costs. Moreover, there can be no assurance that such procedures and controls are sufficient to prevent security breaches from occurring. If any of these security breaches were to occur, they could lead to losses of sensitive information, critical infrastructure or capabilities essential to our operations and could have a material adverse effect on our reputation, financial position, results of operations or cash flows. Cybersecurity attacks in particular are becoming more sophisticated and include, but are not limited to, malicious software, attempts to gain unauthorized access to data and systems and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information and corruption of data. These events could damage our reputation and lead to financial losses from remedial actions, loss of business or potential liability.

The U.S. government has issued warnings that U.S. energy assets may be the future targets of terrorist organizations. These developments subject our operations to increased risks. Any future terrorist attack at our facilities, or those of our purchasers or vendors, could have a material adverse effect on our financial condition and operations.

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Events outside of our control, including an epidemic or outbreak of an infectious disease, such as the Coronavirus Disease 2019 (or COVID-19), may materially adversely affect our business.

We face risks related to epidemics, outbreaks or other public health events that are outside of our control, and could significantly disrupt our operations and adversely affect our financial condition. For example, the recent outbreak in Wuhan, China of COVID-19, which has spread across the globe and impacted financial markets and worldwide economic activity, may adversely affect our operations or the health of our workforce by rendering employees or contractors unable to work or unable to access our facilities for an indefinite period of time. In addition, the effects of COVID-19 and concerns regarding its global spread could negatively impact the domestic and international demand for crude oil and natural gas, which could contribute to price volatility, impact the price we receive for oil and natural gas and materially and adversely affect the demand for and marketability of our production. As the potential impact from COVID-19 is difficult to predict, the extent to which it may negatively affect our operating results or the duration of any potential business disruption is uncertain. Any potential impact will depend on future developments and new information that may emerge regarding the severity and duration of COVID-19 and the actions taken by authorities to contain it or treat its impact, all of which are beyond our control. These potential impacts, while uncertain, could adversely affect our operating results.

Our estimates of future asset retirement obligations may vary significantly from period to period and unanticipated decommissioning costs could materially adversely affect our future financial position and results of operations.

We are required to record a liability for the discounted present value of our asset retirement obligations to plug and abandon inactive, non-producing wells, to remove inactive or damaged platforms, facilities and equipment, and to restore the land or seabed at the end of oil and natural gas operations. These costs are typically considerably more expensive for offshore operations as compared to most land-based operations due to increased regulatory scrutiny and the logistical issues associated with working in waters of various depths. Estimating future restoration and removal costs in the U.S. Gulf of Mexico is especially difficult because most of the removal obligations may be many years in the future, regulatory requirements are subject to change or more restrictive interpretation, and asset removal technologies are constantly evolving, which may result in additional or increased or decreased costs. As a result, we may significantly increase or decrease our estimated asset retirement obligations in future periods. For example, because we operate in the U.S. Gulf of Mexico, platforms, facilities and equipment are subject to damage or destruction as a result of hurricanes and other adverse weather conditions. The estimated costs to plug and abandon a well or dismantle a platform can change dramatically if the host platform from which the work was anticipated to be performed is damaged or toppled rather than structurally intact. Accordingly, our estimates of future asset retirement obligations could differ dramatically from what we may ultimately incur as a result of damage from a hurricane or other natural disaster. Also, a sustained lower commodity price environment may cause our non-operator partners to be unable to pay their share of costs, which may require us to pay our proportionate share of the defaulting party’s share of costs.

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We have divested, as assignor, various leases, wells and removal activities has accelerated for operators in the U.S Gulf of Mexico following BSEE’s issuance of an NTL in 2010 and updated in late 2018 that establishes a more stringent regimen for the timely decommissioning of what is known as “idle iron,” which are wells, platforms and pipelines that are no longer producing or serving exploration or support functions with respect to an operator’s lease in the U.S. Gulf of Mexico. Pursuant to the idle iron NTL requirements, on October 3, 2019, BSEE issued us a letter, directing us to P&A numerous wells that the agency identified as no longer capable of production in paying quantities by a specified timeline of December 31, 2021. In response, we are currently evaluating the list of wells proposed as idle iron by BSEE and currently anticipate that those wells determined to be idle iron will be decommissioned by the specified timeline or at times as otherwise determined following further discussions with BSEE. While we have established AROs for well decommissioning, additional AROs, significant in amount, may be necessary to conduct P&A of the wells designated by BSEE as idle iron but we do not expect the costs to P&A these wells will have a material effect on our financial condition, results of operations or cash flows. Additionally, there exists the possibility that increased decommissioning costs beyond what we established as AROs may arise and the pace for completing these activities could be adversely affected by idle iron decommissioning activities being pursued by other offshore oil and gas lesseesfacilities located in the U.S. Gulf of Mexico thatwhere the purchasers, as assignees, 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 alsonot be able to perform required abandonment obligations. Under certain circumstances, regulations or federal laws such as the OCSLA could impose joint and several strict liability and require predecessor assignors, such as us, to assume such obligations. As of December 31, 2021, we have received similar BSEE directives, which could restrict the availability of salvage contractorsaccrued $3.8 million and equipment necessary to accomplish this work. We may have to draw on funds from other sources to satisfy decommissioning costs. The use of other funds to satisfy such decommissioning costs could have a material adverse effect on our financial position$20.6 million in obligations reflected as “Other current liabilities” and results of operations.

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In addition, we could become responsible for decommissioning liabilities related to offshore facilities we no longer own or operate. Under existing BOEM rules relating to assignment of offshore leases and other legal interests“Other long-term liabilities”, respectively, on the OCS, assignorsConsolidated Balance Sheets. See Part IV, Item 15. Exhibits and Financial Statement Schedules — Note 2 — Summary of such interest may be held jointlySignificant Accounting Policies andPart IV, Item 15. Exhibits and severally liable, regardless of any indemnity agreements, Financial Statement Schedules — Note 12 — Commitments and Contingencies for decommissioning of OCS facilities existing at the time the assignment was approved by BOEM in the event that the assignee, or any subsequent assignee, is unable or unwilling to conduct required decommissioning obligations. The costs of performance of required decommissioning obligations, whether our or any assignees, may be material. Moreover, several onshore and offshore exploration and production companies have sought bankruptcy protection over the past several years. The government may seek to impose a bankrupt entity’s P&A obligations on us or other predecessors-in-interest, which could be significant and have a material adverse effect on our business, results of operations, financial condition and cash flows.more information.

We may not receive payment for a portion of our future production.

We may not receive payment for a portion of our future production. We attempt to diversify our sales and obtain credit protections, such as parent guarantees, from certain of our purchasers. The tightening of credit in the financial markets may make it more difficult for customers to obtain financing and, depending on the degree to which this occurs, there may be a material increase in the nonpayment and nonperformance by customers. We are unable to predict what impact the financial difficulties of certain purchasers may have on our future results of operations and liquidity.

The market price of our common stock may decline as a result of the ILX and Castex Acquisition.

The market price of our common stock may decline as a result of the ILX and Castex Acquisition (defined below) if, among other things, we are unable to achieve the expected benefits of the transaction, or if the transaction costs related thereto and with respect to integration thereof are greater than expected. The market price also may decline if we do not achieve the perceived benefits of the ILX and Castex Acquisition as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the ILX and Castex Acquisition on our financial results is not consistent with the expectations of financial or industry analysts.

We may not realize all of the anticipated benefits from our future acquisitions, and we may be unable to successfully integrate future acquisitions.

Our growth strategy will, in part, rely on acquisitions. We have to plan and manage acquisitions effectively to achieve revenue growth and maintain profitability in our evolving market. We expect to grow in the future by expanding the exploitation and development of our existing assets, in addition to growing through targeted acquisitions in the U.S. Gulf of Mexico or in other basins. We may not realize all of the anticipated benefits from our future acquisitions, such as increased earnings, cost savings and revenue enhancements, for various reasons, including difficulties integrating operations and personnel, higher than expected acquisition and operating costs or other difficulties, inexperience with operating in new geographic regions, unknown liabilities, inaccurate reserve estimates and fluctuations in market prices.

In addition, integrating acquired businesses and properties involves a number of special risks and unforeseen difficulties can arise in integrating operations and systems and in retaining and assimilating employees. These difficulties include, among other things:

operating a larger organization;

operating a larger organization;

coordinating geographically disparate organizations, systems and facilities;

coordinating geographically disparate organizations, systems and facilities;

integrating corporate, technological and administrative functions;

integrating corporate, technological and administrative functions;

diverting management’s attention from regular business concerns;

diverting management’s attention from regular business concerns;

diverting financial resources away from existing operations;

diverting financial resources away from existing operations;

increasing our indebtedness; and

increasing our indebtedness; and

incurring potential environmental or regulatory liabilities and title problems.

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Any of these or other similar risks could lead to potential adverse short-term or long-term effects on our operating results. The process of integrating our operations could cause an interruption of, or loss of momentum in, the activities of our business. Members of our management may be required to devote considerable amounts of time to this integration process, which decreases the time they have to manage our business. If our management is not able to effectively manage the integration process, or if any business activities are interrupted as a result of the integration process, our business could suffer.

Additionally, in connection with the signing and closing of the ILX and Castex Acquisition, we have released certain estimated operating results, costs and activities, including without limitation, estimated Adjusted EBITDA and capital expenditures for the assets acquired under the ILX and Castex Acquisition. The guidance released represents our management’s estimates as of the date thereof, and is based upon a number of assumptions that are inherently uncertain and is subject to numerous business, economic, competitive, financial and regulatory risks. Many of these risks and uncertainties are beyond our control, such as declines in commodity prices and the speculative nature of estimating natural gas, NGLs and oil reserves and in projecting future rates of production. In addition, the Adjusted EBITDA estimates exclude general and administrative expenses associated with the acquired assets, which may not be representative following the integration of the acquired assets into our existing business. If any of these risks and uncertainties actually occur or the assumptions underlying our estimates are incorrect, our actual operating results, costs and activities may be materially and adversely different from our estimates.

Our future acquisitions could expose us to potentially significant liabilities, including P&A liabilities.

We expect that future acquisitions will contribute to our growth. In connection with potential future acquisitions, we may only be able to perform limited due diligence.

Successful acquisitions of oil and natural gas properties require an assessment of a number of factors, including estimates of recoverable reserves, the timing of recovering reserves, exploration potential, future oil and natural gas prices, operating costs and potential environmental, regulatory and other liabilities, including P&A liabilities. Such assessments are inexact and may not disclose all material issues or liabilities. In connection with our assessments, we perform a review of the acquired properties. However, such a review may not reveal all existing or potential problems. In addition, our review may not permit us to become sufficiently familiar with the properties to fully assess their deficiencies and capabilities.

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There may be threatened, contemplated, asserted or other claims against the acquired assets related to environmental, title, regulatory, tax, contract, litigation or other matters of which we are unaware, which could materially and adversely affect our production, revenues and results of operations. We may be successful in obtaining contractual indemnification for preclosing liabilities, including environmental liabilities, but we expect that we will generally acquire interests in properties on an “as is” basis with limited remedies for breaches of representations and warranties. In addition, even if we are able to obtain such indemnification from the sellers, these indemnification obligations usually expire over time and could potentially expose us to unindemnified liabilities, which could materially adversely affect our production, revenues and results of operations.

We may be exposed to liabilities under the U.S. Foreign Corrupt Practices Act (the “FCPA”).

We are subject to the FCPA and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties for the purpose of obtaining or retaining business. We may do business in the future in countries and regions in which we may face, directly or indirectly, corrupt demands by officials, tribal or insurgent organizations, or private entities. Thus, we face the risk of unauthorized payments or offers of payments by one of our employees or consultants, given that these parties may not always be subject to our control. Our existing safeguards and any future improvements may prove to be less than effective, and our employees and consultants may engage in conduct for which we might be held responsible.

Under the PSCs with the CNH, we work as a consortium with our partners. Violations of the FCPA, by any consortium partner, may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In addition, the CNH has the authority to rescind the PSCs if these violations occur.

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Our operations may be adversely affected by political and economic circumstances in the countries in which we operate.

Our oil and gas exploration, development and production activities are subject to political and economic uncertainties (including but not limited to changes, sometimes frequent or marked, in energy policies or the personnel administering them), expropriation of property, cancellation or modification of contract rights, changes in laws and policies governing operations of foreign-based companies, unilateral renegotiation of contracts by governmental entities, redefinition of international boundaries or boundary disputes, foreign exchange restrictions, currency fluctuations, royalty and tax increases, and other risks arising out of governmental sovereignty over the areas in which our operations are conducted, as well as risks of loss due to acts of terrorism, piracy, disease, illegal cartel activities and other political risks, including tension and confrontations among political parties. Some of these risks may be higher in the developing countries in which we conduct our activities, namely, Mexico. Mexico’s most recent presidential election was held in July 2018. Presidential reelection is not permitted in Mexico. President Andrés Manuel López Obrador, took office on December 1, 2018, and his political party, Movimiento Regeneración Nacional has a majority in both houses of Mexico’s congress. Mr. Lopez Obrador, and certain members of his cabinet have, in the past, made statements that would call into question the degree of support their administration will have for Mexico’s energy reforms. However, at this time we cannot predict what changes (if any) will result from this change in administration. Political events in Mexico could adversely affect economic conditions and/or the oil and gas industry and, by extension, our results of operations and financial position.

Our operations may be exposed to risks of illegal cartel activities, local economic conditions, political disruption, and governmental policies that may:

disrupt our operations;

restrict the movement of funds or limit repatriation of profits;

in the case of our non-U.S. operations, lead to U.S. government or international sanctions; and

limit access to markets for periods of time.

Disruptions may occur in the future, and losses caused by these disruptions may not be covered by insurance. Consequently, our exploration, development and production activities may be substantially affected by factors that could have a material adverse effect on our financial condition and results of operations. Furthermore, in the event of a dispute arising from non-U.S. operations, we may be subject to the exclusive jurisdiction of courts outside the United States or may not be successful in subjecting non-U.S. persons to the jurisdiction of courts in the United States, which could adversely affect the outcome of such dispute.

Our operations are adversely affected by laws and policies of the jurisdictions, including Mexico, the United States, Luxembourg and other jurisdictions, in which we do business that affect foreign trade and taxation. Changes in any of these laws or policies or the implementation thereof could have a material adverse effect on our results of operations and financial position.

New technologies may cause our current exploration and drilling methods to become obsolete, and we may not be able to keep pace with technological developments in our industry.

The oil and natural gas industry is subject to rapid and significant advancements in technology, including the introduction of new products and services using new technologies. As competitors use or develop new technologies, we may be placed at a competitive disadvantage, and competitive pressures may force us to implement new technologies at a substantial cost. In addition, competitors may have greater financial, technical, and personnel resources that allow them to enjoy technological advantages and that may in the future allow them to implement new technologies before we can. We rely heavily on the use of seismic technology to identify low-risk development and exploitation opportunities and to reduce our geological risk. Seismic technology or other technologies that we may implement in the future may become obsolete. We cannot be certain that we will be able to implement technologies on a timely basis or at a cost that is acceptable to us. If we are unable to maintain technological advancements consistent with industry standards, our business, results of operations and financial condition may be materially adversely affected.

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We may not be in a position to control the timing of development efforts, the associated costs or the rate of production of the reserves from our non-operated properties.

As we carry out our drilling program, we may not serve as operator of all planned wells. We may have limited ability to exercise influence over the operations of some non-operated properties and their associated costs. Our dependence on the operator and other working interest owners and our limited ability to influence operations and associated costs of properties operated by others could prevent the realization of anticipated results in drilling or acquisition activities. The success and timing of development and exploitation activities on properties operated by others depends upon a number of factors that could be largely outside of our control, including:

the timing and amount of capital expenditures;

the availability of suitable offshore drilling rigs, drilling equipment, support vessels, production and transportation infrastructure and qualified operating personnel;

the operator’s expertise and financial resources;

approval of other participants in drilling wells;

risk of other non-operator’s failing to pay its share of costs, which may require us to pay our proportionate share of the defaulting party’s share of costs;

selection of technology;

the rate of production of the reserves; and

the timing and cost of P&A operations.

In addition, with respect to oil and natural gas projects that we do not operate, we have limited influence over operations, including limited control over the maintenance of safety and environmental standards. The operators of those properties may, depending on the terms of the applicable joint operating agreement:

refuse to initiate exploration or development projects;

initiate exploration or development projects on a slower or faster schedule than we would prefer;

delay the pace of exploratory drilling or development; and/or

drill more wells or build more facilities on a project than we can afford, whether on a cash basis or through financing, which may limit our participation in those projects or limit the percentage of our revenues from those projects.

The occurrence of any of the foregoing events could have a material adverse effect on our anticipated exploration and development activities.

Competition within our industry may adversely affect our operations.

Competition within our industry is intense, particularly with respect to the acquisition of producing properties and undeveloped acreage. We compete with major oil and gas companies and other independent producers of varying sizes, all of which are engaged in the acquisition of properties and the exploration and development of such properties. Many of our competitors have financial resources and exploration and development budgets that are substantially greater than our budget, which may adversely affect our ability to compete. If other companies relocate to the Gulf of Mexico region, levels of competition may increase and our business could be adversely affected. In the exploration and production business, some of the larger integrated companies may be better able than we are to respond to industry changes including price fluctuations, oil and gas demand, political change and government regulations.

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We actively compete with other companies when acquiring new leases or oil and gas properties. For example, new leases acquired from BOEM are acquired through a “sealed bid” process and are generally awarded to the highest bidder. These additional resources can be particularly important in reviewing prospects and purchasing properties. The competitors may also have a greater ability to continue drilling activities during periods of low oil and gas prices, such as the current decline in oil prices, and to absorb the burden of current and future governmental regulations and taxation. Competitors may be able to evaluate, bid for and purchase a greater number of properties and prospects than our financial or personnel resources permit. Competitors may also be able to pay more for productive oil and gas properties and exploratory prospects than we are able or willing to pay. Further, our competitors may be able to expend greater resources on the existing and changing technologies that we believe impacts attaining success in the industry. If we are unable to compete successfully in these areas in the future, our future revenues and growth may be diminished or restricted.

The loss of our larger customers could materially reduce our revenue and materially adversely affect our business, financial condition and results of operations.

We have a limited number of customers that provide a substantial portion of our revenue. The loss of our larger customers, including Shell Trading (US) Company, could adversely affect our current and future revenue, and could have a material adverse effect on our business, financial condition and results of operations.

Our business depends on access to oil and natural gas processing, gathering and transportation systems and facilities.

The marketability of our oil and natural gas production depends in large part on the operation, availability, proximity, capacity and expansion of processing, gathering and transportation facilities owned by third parties. We can provide no assurance that sufficient processing, gathering and/or transportation capacity exists or that we will be able to obtain sufficient processing, gathering and/or transportation capacity on economic terms. A lack of available capacity on processing, gathering and transportation facilities or delays in their planned expansions could result in the shut-in of producing wells or the delay or discontinuance of drilling plans for properties. A lack of availability of these facilities for an extended period of time could negatively impact our revenues. In addition, we enter into contracts for firm transportation, and any failure to renew those contracts on the same or better commercial terms could increase our costs and our exposure to the risks described above. In addition, the rates charged for processing, gathering and transportation services may increase over time.

The loss of key personnel could adversely affect our ability to operate.

Our industry has lost a significant number of experienced professionals over the years due to its cyclical nature, which is attributable, among other reasons, to the volatility in commodity prices. Our operations are dependent upon key management and technical personnel. We cannot assure you that individuals will remain with us for the immediate or foreseeable future. The unexpected loss of the services of one or more of these individuals could have an adverse effect on us and our operations.

In addition, our exploration, production and decommissioning activities require personnel with specialized skills and experience. As a result, our ability to remain productive and profitable depends upon our ability to employ and retain skilled workers. Our ability to expand operations depends in part on our ability to increase the size of our skilled labor force, including geologists and geophysicists, field operations managers and engineers, to handle all aspects of our exploration, production and decommissioning activities. The demand for skilled workers in our industry is high, and the supply is limited. A significant increase in the wages paid by competing employers or the unionization of our Gulf of Mexico employees could result in a reduction of our labor force, increases in the wage rates that we will have to pay, or both. If either of these events were to occur, our capacity and profitability could be diminished and our growth potential could be impaired.

Resolution of litigation could materially affect our financial position and results of operations.

Resolution of litigation could materially affect our financial position and results of operations. To the extent that potential exposure to liability is not covered by insurance or insurance coverage is inadequate, we may incur losses that could be material to our financial position or results of operations in future periods.

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We have operations in multiple jurisdictions, including jurisdictions in which the tax laws, their interpretation or their administration may change. As a result, our tax obligations and related filings are complex and subject to change, and our after-tax profitability could be lower than anticipated. Additionally, future tax legislative or regulatory changes in the United States, Mexico or any other jurisdiction in which we operate or have subsidiaries could result in changes to the taxation of our income and operations, which could also adversely impact our after-tax profitability.

We are subject to income, withholding and other taxes in the United States on a worldwide basis and in numerous state, local and foreign jurisdictions with respect to our income, operations and subsidiaries related to those jurisdictions. Our after-tax profitability could be affected by numerous factors, including the availability of tax credits, exemptions, refunds (including refunds of value added taxes) and other benefits to reduce our tax liabilities, changes in the relative amount of our earnings subject to tax in the various jurisdictions in which we operate or have subsidiaries, the potential expansion of our business into or otherwise becoming subject to tax in additional jurisdictions, changes to our existing business structure and operations, the extent of our intercompany transactions and the extent to which taxing authorities in the relevant jurisdictions respect those intercompany transactions.

Our after-tax profitability may also be affected by changes in the relevant tax laws and tax rates, regulations, administrative practices and principles, judicial decisions, and interpretations, in each case, possibly with retroactive effect. In 2017, the United States enacted tax reform legislation in Public Law No. 115-97, commonly referred to as the Tax Cuts and Jobs Act. Additionally, the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent BEPS recently entered into force among the jurisdictions that have ratified it, although the United States has not yet entered into this convention. Both of these recent changes could result in further changes to our global taxation. Additionally, Mexico enacted tax reform legislation, and a majority of the provisions became effective on January 1, 2020, and most of the remaining provisions will become effective in the near future. These tax reforms provided for new and complex provisions that significantly change how the United States and Mexico tax entities and operations, and these provisions are subject to further legislative change and administrative guidance and interpretation, all of which may differ from our interpretation. Future tax legislative or regulatory changes in the United States, Mexico or in any other jurisdictions in which we operate now or in the future could also adversely impact our after-tax profitability.

Final regulations relating to and interpretations of the provisions of the Tax Cuts and Jobs Act may vary from our current interpretation of such legislation.

The U.S. federal income tax legislation enacted in Public Law No. 115-97, commonly referred to as the Tax Cuts and Jobs Act, is highly complex and subject to interpretation. The presentation of our financial condition and results of operations is based upon our current interpretation of the provisions contained in the Tax Cuts and Jobs Act. The Treasury Department and the Internal Revenue Service have issued, and are expected to continue to issue, final regulations and additional interpretive guidance with respect to the provisions of the Tax Cuts and Jobs Act. Any significant variance of our current interpretation of such legislation from any future final regulations or interpretive guidance could result in a change to the presentation of our financial condition and results of operations and could negatively affect our business.

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Our operations are subject to various risks that could result in increased operating costs, limit the areas in which oil and natural gas production may occur, and reduced demand for the crude oil and natural gas that we produce.

Climate change continues to attract considerable public, governmental and scientific attention. As a result, numerous proposals have been made and could continue to be made at the international, national, regional and state levels of government to monitor and limit emissions of GHG. These efforts have included consideration of cap-and-trade programs, carbon taxes, GHG reporting and tracking programs, and regulations that directly limit GHG emissions from certain sources. At the federal level, the U.S. Congress has from time to time considered climate change legislation but no comprehensive climate change legislation has been adopted. The EPA, however, has adopted regulations under the existing CAA to restrict emissions of GHG. For example, the EPA imposes preconstruction and operating permit requirements on certain large stationary sources that are already potential sources of certain other significant pollutant emissions. The EPA also adopted rules requiring the monitoring and reporting of GHG emissions on an annual basis from specified large GHG emission sources in the United States, including onshore and offshore oil and natural gas production facilities. Federal agencies have also begun directly regulating emissions of methane, a GHG, from oil and natural gas operations as described above. Compliance with these rules could result in increased compliance costs on our operations.

State implementation of these revised air emission standards could result in stricter permitting requirements, delay, limit or prohibit our ability to obtain such permits, and result in increased expenditures for pollution control equipment, the costs of which could be significant. At the international level, there exists the United Nations-sponsored “Paris Agreement,” which is a non-binding agreement for nations to limit their GHG emissions through individually-determined reduction goals every five years after 2020, although the United States has announced its withdrawal from such agreement, effective November 4, 2020.

Governmental, scientific, and public concern over the threat of climate change arising from GHG emissions has resulted in federal political risks in the United States in the form of pledges made by certain candidates seeking the office of the President of the United States in 2020. Critical declarations made by one or more presidential candidates include proposals to ban hydraulic fracturing of oil and natural gas wells and to ban new leases for production of minerals on federal properties, including onshore lands and offshore waters. Other actions to oil and natural gas production activities that could be pursued by presidential candidates may include more restrictive requirements for the establishment of pipeline infrastructure or the permitting of liquefied natural gas export facilities, as well as the rescission of the United States’ withdrawal from the Paris Agreement in November 2020. Litigation risks are also increasing, as a number of cities, local governments and other plaintiffs have sought to bring suit against oil and natural gas exploration and production companies in state or federal court, alleging, among other things, that such companies created public nuisances by producing fuels that contributed to global warming effects, such as rising sea levels, and therefore are responsible for roadway and infrastructure damages as a result, or alleging that the companies have been aware of the adverse effects of climate change for some time but defrauded their investors by failing to adequately disclose those impacts. While our business is not a party to any such litigation, we could be named in actions making similar allegations. An unfavorable ruling in any such case could significantly impact our operations and could have an adverse impact on our financial condition.

There are also increasing financial risks for fossil fuel producers as stockholders and bondholders currently invested in fossil-fuel energy companies concerned about the potential effects of climate change may elect in the future to shift some or all of their investments into non-fossil fuel energy related sectors. Institutional lenders who provide financing to fossil-fuel energy companies also have become more attentive to sustainable lending practices and some of them may elect not to provide funding for fossil fuel energy companies. Additionally, the lending practices of institutional lenders have been the subject of intensive lobbying efforts in recent years, oftentimes public in nature, by environmental activists, proponents of the international Paris Agreement, and foreign citizenry concerned about climate change not to provide funding for fossil fuel producers. Limitation of investments in and financings for fossil fuel energy companies could result in the restriction, delay or cancellation of drilling programs or development or production activities.

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The adoption of legislation or regulatory programs to reduce or eliminate future emissions of GHG could require us to incur increased operating costs, such as costs to purchase and operate emissions control systems, to acquire emissions allowances or comply with new regulatory or reporting requirements. Any such legislation or regulatory programs could also increase the cost of consuming, and thereby reduce demand for, the oil and natural gas we produce. Consequently, legislation and regulatory programs to reduce or eliminate future emissions of GHG could have an adverse effect on our business, financial condition and results of operations. Also, political, financial and litigation risks may result in our restricting or canceling production activities, incurring liability for infrastructure damages as a result of climatic changes, or impairing the ability to continue to operate in an economic manner.

Finally, some scientists have concluded that increasing concentrations of GHG in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, floods, and other climatic events. Our offshore operations are particularly at risk from severe climatic events. If any such effects of climate changes were to occur, they could have an adverse effect on our financial condition and results of operations.

The enactment of derivatives legislation could have an adverse effect on our ability to use derivative instruments to reduce the effect of commodity price, interest rate and other risks associated with our business.

The Dodd-Frank Act, enacted on July 21, 2010, expanded federal oversight and regulation of the over-the-counter derivatives market and entities that participate in that market. The Dodd-Frank Act requires the CFTC and the SEC to promulgate rules and regulations implementing the Dodd-Frank Act. Although the CFTC and the SEC have finalized certain regulations, others remain to be finalized or implemented and it is not possible at this time to predict when this is accomplished.

In one of its rulemaking proceedings still pending under the Dodd-Frank Act, the CFTC issued on December 5, 2016, re-proposed rules imposing position limits for certain futures and option contracts in various commodities (including oil and gas) and for swaps that are their economic equivalents. Under the proposed rules on position limits, certain types of hedging transactions are exempt from these limits on the size of positions that may be held, provided that such hedging transactions satisfy the CFTC’s requirements for certain enumerated “bona fide hedging” transactions or positions. As these new position limit rules are not yet final, the impact of those provisions on us is uncertain at this time.

The CFTC has designated certain interest rate swaps and credit default swaps for mandatory clearing and the associated rules also requires us, in connection with covered derivative activities, to comply with clearing and trade-execution requirements or to take steps to qualify for an exemption to such requirements. Although we expect to qualify for the end-user exception from the mandatory clearing requirements for swaps to be entered into to hedge our commercial risks, the application of the mandatory clearing and trade execution requirements to other market participants, such as swap dealers, may change the cost and availability of the swaps that we use for hedging. In addition, certain banking regulators and the CFTC have recently adopted final rules establishing minimum margin requirements for uncleared swaps. Although we expect to qualify for, and to utilize, the end-user exception from such margin requirements for swaps to be entered into to hedge our commercial risks, the application of such requirements to other market participants, such as swap dealers, may change the cost and availability of the swaps that we use for hedging. If any of our swaps do not qualify for the commercial end-user exception, posting of collateral could impact liquidity and reduce cash available to us for capital expenditures, therefore reducing our ability to execute hedges to reduce risk and protect cash flows.

The full impact of the Dodd-Frank Act and related regulatory requirements upon our business will not be known until the regulations are fully implemented and the market for derivatives contracts has adjusted. The Dodd-Frank Act and any new regulations could significantly increase the cost of derivative contracts, materially alter the terms of derivative contracts, reduce the availability of derivatives to protect against risks we may encounter, or reduce our ability to monetize or restructure our existing derivative contracts. If we reduce our use of derivatives as a result of the Dodd-Frank Act and regulations implementing the Dodd-Frank Act, our results of operations may become more volatile and our cash flows may be less predictable, which could adversely affect our ability to plan for and fund capital expenditures. Finally, the Dodd-Frank Act was intended, in part, to reduce the volatility of oil and gas prices, which some legislators attributed to speculative trading in derivatives and commodity instruments related to oil and natural gas. Our revenues could therefore be adversely affected if a consequence of the Dodd-Frank Act and implementing regulations is to lower commodity prices. Any of these consequences could have a material adverse effect on us, our financial condition and our results of operations.

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In addition, the European Union and other non-U.S. jurisdictions have implemented and continue to implement new regulations with respect to the derivatives market. To the extent we transact with counterparties in foreign jurisdictions, we may become directly subject to such regulations and in any event the global derivatives market are affected to the extent that foreign counterparties are affected by such regulations. At this time, the impact of such regulations is not clear.

Hedging transactions may limit our potential gains.

In order to manage our exposure to price risks in the marketing of our oil, natural gas and NGLs, we periodically enter into oil, natural gas and NGLs price hedging arrangements with respect to a portion of our expected production. Our hedging policy provides thatwe may enter into hedging arrangements covering up to the following maximum percentages of volumes: (i) 90% of the reasonably anticipated quarterly production of oil, natural gas and NGLs of PDP volumes during months January through July and November through December, (ii) 65% of the reasonably anticipated quarterly production of oil, natural gas and NGLs of PDP volumes during months August through October, (iii) 50% of the reasonably anticipated quarterly production of oil, natural gas and NGLs of our proved developed non-producing volumes during months January through July and November through December and (iv) 0% of the reasonably anticipated quarterly production of oil, natural gas and NGLs of its proved developed non-producing volumes during months August through October. These arrangements may include futures contracts on the NYMEX. While intended to reduce the effects of volatile oil and natural gas prices, such transactions, depending on the hedging instrument used, may limit our potential gains if oil and natural gas prices were to rise substantially over the price established by the hedge. In addition, such transactions may expose us to the risk of financial loss in certain circumstances, including instances in which:

our production is less than expected or is shut-in for extended periods due to hurricanes or other factors;

there is a widening of price differentials between delivery points for our production and the delivery point to be assumed in the hedge arrangement;

the counterparties to our futures contracts fails to perform the contracts;

a sudden, unexpected event materially impacts oil or natural gas prices; or

we are unable to market our production in a manner contemplated when entering into the hedge contract.

A majority of our outstanding commodity derivative instruments are with certain lenders or affiliates of the lenders under our Bank Credit Facility. Our derivative agreements with the lenders are secured by the security documents executed by the parties under the Bank Credit Facility. Future collateral requirements for our commodity hedging activities are uncertain and depend on the arrangements we negotiate with the counterparty and the volatility of oil and natural gas prices and market conditions.

We are controlled by Apollo Funds and Riverstone Funds. The interests of Apollo Funds andthe Riverstone Funds may differ from the interests of our other stockholders.

As of December 31, 2019, the 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”) and2021, entities controlled by or affiliated with Riverstone Energy Partners V, L.P. (“Riverstone Funds”) beneficially owned and possessed voting power over 62.9% of our common stock. At the closing of the ILX and Castex Acquisition, the Riverstone Funds received 110,000 shares of Series A Convertible Preferred Stock which are subject to automatic conversion into common stock upon the terms of the Certificate of Designation. Following the closing of the ILX and Castex Acquisition, the Riverstone Funds are expected to beneficially own and possess voting power over 39.8%24.7% of our common stock. Under the Stockholders’ Agreement, the Apollo Funds and the Riverstone Funds may acquire additional shares of our common stock without the approval of our Independent Directors as defined in that certain Stockholders’ Agreement, dated as of May 10, 2018 (the “Stockholders’ Agreement”).

Through their ownership of a majority of our voting power and the provisions set forth in our Amended and Restated Certificate of Incorporation, our Amended and Restated Bylaws and the Stockholders’ Agreement, the ApolloRiverstone Funds and the Riverstone Fundscurrently have the ability to designate a majoritycertain members of our directors to be nominated for election by our stockholders. As a resultBoard of the Apollo Funds’ and the Riverstone Funds’ ownership of a majority of the voting power of our common stock, we are a “controlled company” as defined in the New York Stock Exchange (“NYSE”) listing rules and, therefore, we are not subject to NYSE requirements that would otherwise require us to have a majority of independent directors and nominating and compensation committees composed solely of independent directors. We have not elected to take advantage of the “controlled company” exemptions available to us, but we may choose to do so in the future.Directors.

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The Apollo Funds and the Riverstone Funds also have controlsignificant influence over all other matters submitted to stockholders for approval, including changes in capital structure, transactions requiring stockholder approval under Delaware law, and corporate governance, subject to the terms of the Stockholders’ Agreement that require the Apollo Funds and the Riverstone Funds to vote in a specified manner on certain actions, including their agreement to vote in favor of director nominees not designated by the Apollo Funds and the Riverstone Funds.Agreement. The Apollo Funds and the Riverstone Funds may have different interests than other holders of our common stock and may make decisions adverse to your interests.

Among other things, the Apollo Funds’ and Riverstone Funds’ controlconcentration of voting power could delay defer or preventdefer a sale of us that many of our other stockholders support, or, conversely, this control could result in the consummation of such a transaction that other stockholders do not support. This concentrated controlconcentration of voting power could discourage a potential investor from seeking to acquire our common stock and, as a result, might harm the market price of our common stock.

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our common stock, or if our operating results do not meet their expectations, the price of our common stock could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover us downgrades our common stock or if our operating results do not meet their expectations, our stock price could decline.

Negative publicity may adversely impact us.

Media coverage and public statements that insinuate improper actions by us, regardless of their factual accuracy or truthfulness, may result in negative publicity, litigation or governmental investigations by regulators. Addressing negative publicity and any resulting litigation or investigations may distract management, increase costs and divert resources. Negative publicity may have an adverse impact on our reputation and the morale of our employees, which could materially adversely affect our business, financial position, results of operations, cash flows, growth prospects and stock price.

The corporate opportunity provisions in our Amended and Restated Certificate of Incorporation could enable others to benefit from corporate opportunities that might not otherwise be available to us.

Subject to the limitations of applicable law, our Amended and Restated Certificate of Incorporation, among other things:

permits us to enter into transactions with entities in which one or more of our officers or directors are financially or otherwise interested;

permits the funds and other alternative investment vehicles managed by Apollo Funds,Management VII, L.P. and Apollo Commodities Management, L.P., with respect to Series I (“Apollo Funds”), the Riverstone Funds, and any of our officers or directors who is also an officer, director, employee, managing director, or other affiliate of the Apollo Funds or the Riverstone Funds to conduct business that competes with us and to make investments in any kind of property in which we may make investments; and

provides that if the Apollo Funds, the Riverstone Funds, or any of our officers or directors who is also an officer, director,director, employee, managing director or other affiliate of the Apollo Funds or the Riverstone Funds becomes aware of a potential business opportunity, transaction or other matter (other than one expressly offered to that director or officer in writing solely in his or her capacity as an director or officer of us), that director or officer will have no duty to communicate or offer that opportunity to us, and will be permitted to communicate or offer that opportunity to any other entity or individual and that director or officer will not be deemed to have acted in a manner inconsistent with his or her fiduciary duty to us or our stockholders.

These provisions create the possibility that a corporate opportunity that would otherwise be available to us may be used for the benefit of others.

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Our Amended and Restated Certificate of Incorporation designates the Court of Chancery of the State of Delaware (the “Court of Chancery”) as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

Our Amended and Restated Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of us, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, employees, agents or stockholders (including a beneficial owner of stock) to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to the Court of Chancery having personal jurisdiction over the indispensable parties named as defendants in the case. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations promulgated thereunder. As a result, the exclusive forum provision will not apply to actions arising under the Exchange Act or the rules and regulations promulgated thereunder. However, Section 22 of the Securities Act provides for concurrent federal and state court jurisdiction over actions under the Securities Act and the rules and regulations promulgated thereunder, subject to a limited exception for certain “covered class actions” as defined in Section 16 of the Securities Act and interpreted by the courts. Accordingly, we believe that the exclusive forum provision would apply to actions arising under the Securities Act or the rules and regulations promulgated thereunder, except to the extent a particular action fell within the exception for covered class actions or the exception in the certificate of incorporation described above otherwise applied to such action, which could occur if, for example, the action also involved claims under the Exchange Act. Stockholders will not be deemed, by operation of Article 12 of our Amended and Restated Certificate of Incorporation alone, to have waived claims arising under the federal securities laws and the rules and regulations promulgated thereunder.

Any person or entity purchasing or otherwise acquiring any interest in any share of our capital stock will be deemed to have notice of and consent to these provisions of our Amended and Restated Certificate of Incorporation. This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and such persons. Alternatively, if a court were to find these provisions of our Amended and Restated Certificate of Incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

A change in the jurisdictional characterization of our FERC-jurisdictional pipelines, tribal or local regulatory agencies or a change in policy by those agencies may result in increased regulation of such asset, which may cause our revenues to decline and operating expenses to increase or delay or increase the cost of expansion projects.

SP 49 Pipeline LLC is considered a common carrier pipeline subject to regulation by FERC under ICA. The ICA requires that we maintain a tariff on file with FERC for SP 49 Pipeline LLC that sets forth the rates we charge for providing transportation service as well as the rules and regulations governing such service. The ICA requires, among other things, that the rates, terms and conditions of service on interstate common carrier pipelines be “just and reasonable” and non-discriminatory. In the event a shipper protests the rates, terms or conditions of service in effect pursuant to the tariff, we may be required to modify such rates, terms, or conditions, which could adversely affect the results of our operations. With respect to CKB Petroleum, Inc., which has been granted a waiver of certain portions of the ICA and related regulations by FERC, should the pipeline’s circumstances change, FERC could, either at the request of other entities or on its own initiative, assert that such pipeline no longer qualifies for a waiver. In the event that FERC were to determine that CKB Petroleum, Inc. no longer qualified for a waiver, we would likely be required to file a tariff with FERC, provide a cost justification for the transportation charge, and provide service to all potential shippers without undue discrimination. Such a change in the jurisdictional status of transportation on the CKB Petroleum, Inc. pipeline could adversely affect our results of operations.

58


Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Information regarding our properties is included in Part I, Item 1. Business, Part IV, Item 15. Exhibits, Financial Statement Schedules — Note 3 — Acquisitions and Note 4 — Property, Plant and Equipment.

We are named as a party in certain lawsuits and regulatory proceedings arising in the ordinary course of business. We do not expect that these matters, individually or in the aggregate, will have a material adverse effect on our financial condition.

On May 29, 2020, a lawsuit was filed in the Court of Chancery asserting derivative and class action claims against us relating to the ILX and Castex Acquisition. Specifically, the lawsuit relates to the fairness of the consideration paid for such acquisitions in light of the fact that certain of the sellers are our affiliates. The lawsuit was dismissed during the third quarter of 2021, and the plaintiffs have appealed the dismissal to the Delaware Supreme Court.

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Table of Contents

The following proceedings represent previous Stone litigation that was assumed as part of the Stone Combination.

On November 11, 2013, two lawsuits were filed, and on November 12, 2013, a third lawsuit was filed, against Stone and other named co-defendants, by the Parish of Jefferson (“Jefferson Parish”), on behalf of Jefferson Parish and the State of Louisiana, in the 24th Judicial District Court for the Parish of Jefferson, State of Louisiana, alleging violations of the State and Local Coastal Resources Management Act of 1978, as amended, and the applicable regulations, rules, orders and ordinances thereunder (collectively, the “CRMA”), relating to certain of the defendants’ alleged oil and gas operations in Jefferson Parish, and seeking to recover alleged unspecified damages to the Jefferson Parish Coastal Zone and remedies, including unspecified monetary damages and declaratory relief, restoration of the Jefferson Parish Coastal Zone and related costs and attorney’s fees. In March and April 2016, the Louisiana Attorney General and the Louisiana Department of Natural Resources, respectively, intervened in the three lawsuits. In connection with Stone’s filing of bankruptcy in December 2016, Jefferson Parish dismissed its claims against Stone in two of the three Jefferson Parish Coastal Zone Management lawsuits without prejudice to refiling; the claims of the Louisiana Attorney General and the Louisiana Department of Natural Resources were not similarly dismissed. The Jefferson Parish lawsuits have been removed to the United States District Court for the Eastern District of Louisiana. The plaintiffs have moved to remand the lawsuit to the state courts.

On November 8, 2013, a lawsuit was filed against Stone and other named co-defendants by the Parish of Plaquemines (“Plaquemines Parish”), on behalf of Plaquemines Parish and the State of Louisiana, in the 25th Judicial District Court for the Parish of Plaquemines, State of Louisiana, alleging violations of the CRMA, relating to certain of the defendants’ alleged oil and gas operations in Plaquemines Parish, and seeking to recover alleged unspecified damages to the Plaquemines Parish Coastal Zone and remedies, including unspecified monetary damages and declaratory relief, restoration of the Plaquemines Parish Coastal Zone, and related costs and attorney’s fees. In March and April 2016, the Louisiana Attorney General and the Louisiana Department of Natural Resources, respectively, intervened in the lawsuit. In connection with Stone’s filing of bankruptcy in December 2016, Plaquemines Parish dismissed its claims against Stone without prejudice to refiling; the claims of the Louisiana Attorney General and the Louisiana Department of Natural Resources were not similarly dismissed. The Plaquemines Parish lawsuit has been stayed pending the conclusion of trials in five other cases, also filed in Plaquemines Parish and alleging violations of the CRMA, but not involving Stone. The Plaquemines Parish lawsuit has been removed to the United States District Court for the Eastern District of Louisiana. The plaintiffs have moved to remand the lawsuit to the state courts.

Legal proceedings are subject to substantial uncertainties concerning the outcome of material factual and legal issues relating to the litigation. Accordingly, we cannot currently predict the manner and timing of the resolution of some of these matters and may be unable to estimate a range of possible losses or any minimum loss from such matters. See Part IV, Item 15. Exhibits and Financial Statement Schedules — Note 12 — Commitments and Contingencies for more information.

Item 4. Mine Safety Disclosures.Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuers Purchases of Equity Securities

Market for Common Stock

Our common stock is listed on the NYSE under the symbol “TALO”.

Holders of Record

Pursuant to the records of our transfer agent, as of March 4, 2020,February 17, 2022, there were approximately 298152 holders of record of our common stock.

For additional information about shares authorized for issuance under equity compensation plans, see Part IV, Item 15. Exhibits, Financial Statement Schedules —Dividends Note 8 Employee Benefits Plans and Share-Based Compensation.

Dividends

We have never declared or paid any cash dividends on our common stock, and we anticipate that any available cash, other than the cash distributed to us to pay taxes and cover our corporate and other overhead expenses, will be retained by Talos Production Inc. to satisfy its operational and other cash needs. Accordingly, we do not anticipate paying any cash dividends on our common stock in the foreseeable future. Although we do not expect to pay dividends on our common stock, if our board of directors decides to do so in the future, our ability to do so may be limited to the extent Talos Production Inc. is limited in its ability to make distributions to us, including the significant restrictions that the agreements governing Talos Production Inc.’s debt impose on the ability of Talos Production Inc. to make distributions and other payments to us.

60Securities Authorized for Issuance Under Equity Compensation Plans

See Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information regarding securities authorized for issuance under equity compensation plans.

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Table of Contents

Stockholder Return Performance Presentation

The following graph is included in accordance with the SEC’s executive compensation disclosure rules. This historic stock price performance is not necessarily indicative of future stock performance. The graph compares the change in the cumulative total return of our common stock, the Dow Jones U.S. Exploration and Production Index, and the S&P 500 Index for May 10, 2018 through December 31, 2019.2021. The graph assumes that $100 was invested in our common stock and each index on May 10, 2018 and that dividends were reinvested.

img122374969_4.jpg 

 

May 10, 2018

 

2018

 

2019

 

2020

 

2021

 

Talos Energy Inc.

$

100

 

$

45

 

$

83

 

$

23

 

$

27

 

S&P 500 Index

$

100

 

$

93

 

$

123

 

$

145

 

$

187

 

Dow Jones U.S. Exploration & Production Index

$

100

 

$

71

 

$

78

 

$

53

 

$

93

 

 

 

May 10, 2018

 

 

December 31, 2018

 

 

December 31, 2019

 

Talos Energy Inc.

 

$

100

 

 

$

45

 

 

$

83

 

S&P 500 Index

 

$

100

 

 

$

93

 

 

$

123

 

Dow Jones U.S. Exploration and Production Index

 

$

100

 

 

$

71

 

 

$

78

 

The performance graph and the information contained in this section is not “soliciting material,” is being “furnished” not “filed” with the SEC and is not to be incorporated by reference into any of our filings under the Securities Act or the Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.

Item 6. Selected Financial Data[Reserved]

The following table sets forth our selected consolidated historical financial data as of and for the periods ended on the dates indicated below. The selected historical statement of operations data for the years ended December 31, 2019, 2018 and 2017 and the selected historical balance sheet data as of December 31, 2019 and 2018, have been derived from our audited consolidated financial statements and related notes for the year ended December 31, 2019, which are included elsewhere in this report. The selected historical statement of operations data for the years ended December 31, 2016 and 2015, and the selected historical balance sheet data as of December 31, 2017, 2016 and 2015 have been derived from our audited consolidated financial statements, which have not been included in this report. Our consolidated financial statements have been prepared in accordance with GAAP. Our results of operations in any period may not necessarily be indicative of the results that may be expected for any future period. See Part I, Item 1A. 66Risk Factors for additional information.

61


As previously described, Stone and Talos Energy LLC became our wholly-owned subsidiaries on the Stone Closing Date in connection with the Stone Combination. Prior to the Stone Closing Date, Talos Energy Inc. had not conducted any material activities other than those incident to its incorporation and certain matters contemplated by the Stone Transaction Agreement. Talos Energy LLC is the acquirerTable of Stone for financial reporting and accounting purposes. Talos Energy LLC was considered the accounting acquirer in the Stone Combination under GAAP. Accordingly, the selected consolidated historical financial data presented in the tables below, which covers periods prior to the Stone Closing Date, reflects the assets, liabilities and operations of Talos Energy LLC prior to the Stone Closing Date and does not reflect the assets, liabilities and operations of Stone prior to the Stone Closing Date. In addition, we incurred material costs associated with the Stone Combination that are reflected in our historical results of operations for periods prior to the Stone Closing Date, and Talos Energy LLC did not incur United States federal income tax expense or the incremental expense associated with being a public company.Contents

The selected consolidated historical financial information should be read in conjunction with our financial statements and the related notes included elsewhere in this report, as well as Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (in thousands, except for per share amounts):

 

 

Year Ended December 31,

 

 

 

2019(1)

 

 

2018(1)

 

 

2017(1)

 

 

2016

 

 

2015

 

Consolidated statements of operations data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil revenue

 

$

833,118

 

 

$

781,815

 

 

$

344,781

 

 

$

197,583

 

 

$

244,167

 

Natural gas revenue

 

 

55,278

 

 

 

73,610

 

 

 

48,886

 

 

 

42,705

 

 

 

55,026

 

NGL revenue

 

 

19,668

 

 

 

35,863

 

 

 

16,658

 

 

 

9,532

 

 

 

10,523

 

Other

 

 

19,556

 

 

 

 

 

 

2,503

 

 

 

8,934

 

 

 

5,890

 

Total revenue

 

$

927,620

 

 

$

891,288

 

 

$

412,828

 

 

$

258,754

 

 

$

315,606

 

Operating income (loss)

 

$

213,094

 

 

$

253,129

 

 

$

45,300

 

 

$

(80,679

)

 

$

(777,651

)

Net income (loss)

 

$

58,729

 

 

$

221,540

 

 

$

(62,868

)

 

$

(208,087

)

 

$

(646,685

)

Net income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.08

 

 

$

4.81

 

 

$

(2.01

)

 

$

(7.99

)

 

$

(26.20

)

Diluted

 

$

1.08

 

 

$

4.81

 

 

$

(2.01

)

 

$

(7.99

)

 

$

(26.20

)

Weighted average common shares

   outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

54,185

 

 

 

46,058

 

 

 

31,244

 

 

 

26,036

 

 

 

24,685

 

Diluted

 

 

54,413

 

 

 

46,061

 

 

 

31,244

 

 

 

26,036

 

 

 

24,685

 

Consolidated balance sheets data

   (at period end):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

2,589,482

 

 

$

2,479,986

 

 

$

1,239,293

 

 

$

1,212,298

 

 

$

1,194,842

 

Total debt(2)

 

$

732,981

 

 

$

655,304

 

 

$

697,558

 

 

$

701,175

 

 

$

690,178

 

Stockholders' equity (deficit)

 

$

1,078,277

 

 

$

1,007,496

 

 

$

(54,087

)

 

$

6,986

 

 

$

120,895

 

(1)

For more information, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(2)

In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendment changes the presentation of long-term debt issuance costs in the financial statements, and was adopted by Talos Energy LLC during the first quarter of 2016 and applied retrospectively to December 31, 2015 as presented above.

62


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations is based on, and should be read in conjunction with our Consolidated Financial Statements and the Notes to Consolidated Financial Statements set forth in Part IV, Item 15. Exhibits and Financial Statement Schedules; Part 1,I, Items 1 and 2. Business and Properties; Part I, Item 1A. Risk Factors; and Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk. This discussion and analysis contains forward-looking statements that involve risk and uncertainties. Actual results may differ materially from those anticipated in these forward-looking statements.

This section of this Annual Report generally discusses 2021 and 2020 items and year-to-year comparisons between 2021 and 2020. Discussions of 2019 items and year-to-year comparisons between 2020 and 2019 that are not included in this Annual Report can be found in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed on March 11, 2021.

Our Business

We are a technically driven independent exploration and production company focused on safely and efficiently maximizing long-term value through our operations, currently in the United StatesU.S. Gulf of Mexico and offshore Mexico.Mexico both upstream through oil and gas exploration and production and downstream through the development of future carbon capture and storage opportunities. We leverage decades of geology, geophysicstechnical and offshore operationsoperational expertise towards the acquisition, exploration exploitation and development of assets in key geological trends that are present in many offshore basins around the world. With a focus on environmental stewardship, we also utilize our expertise to explore opportunities to reduce industrial emissions through our carbon capture and storage collaborative arrangements along the coast of the U.S. Gulf of Mexico.

We have historically focused our operations in the U.S. Gulf of Mexico because of our deep experience and technical expertise in the basin, which maintains favorable geologic and economic conditions, including multiple reservoir formations, comprehensive geologic and geophysical databases, extensive infrastructure and an attractive and robust asset acquisition market. Additionally, we have access to state-of-the-art three-dimensional seismic data, some of which is aided by new and enhanced reprocessing techniques that have not been previously applied to our current acreage position. We use our broad regional seismic database and our reprocessing efforts to generate a large and expanding inventory of high-quality prospects, which we believe greatly improves our development and exploration success. The application of our extensive seismic database, coupled with our ability to effectively reprocess this seismic data, allows us to both optimize our organic drilling program and better evaluate a wide range of business development opportunities, including acquisitions and joint venturecollaborative arrangement opportunities, among others.

In order to determine the most attractive returns for our drilling program, we employ a disciplined portfolio management approach to stochastically evaluate all of our drilling prospects, whether they are generated organically from our existing acreage, an acquisition or joint venture opportunities. We add to and reevaluate our inventory in order to deploy capital as efficiently as possible.

RecentOutlook

During 2021, commodity prices experienced significant improvement, particularly crude oil prices, due to a confluence of factors that have provided positive developments to the overall pricing environment when compared to 2020. With some exceptions, pandemic-related travel restrictions have gradually eased as governments continue to have increasing access to vaccines that help reduce the spread of COVID-19. As restrictions continue to abate, there is renewed emphasis on improving economic activity to pre-pandemic levels while managing the risk of a resurgence in COVID-19. Meanwhile, commodity prices demonstrated resiliency during the year. Producers continued to show restraint in increasing their capital expenditures even as prices increased, thereby causing a muted response in supply as demand for commodities increased. Additionally, OPEC Plus remained committed to modest increases in production during the year as the global economy recovered.

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Table of Contents

While the current outlook for commodity prices is favorable and our operations are no longer significantly impacted by confinement restrictions, the risk of disruption to our operations continues as the emergence of a new variant of COVID-19 could adversely impact our operations, or commodity prices could significantly decline from current levels. The ongoing COVID-19 outbreak continues to evolve and, during the fourth quarter of 2021, a new variant emerged, the Omicron variant. It is difficult to assess if it will cause meaningful disruptions in economic activity across the world and if there will be any significant impacts in demand for energy. Additionally, while OPEC Plus remained committed to steady and predictable production increases throughout 2021, it is difficult to determine whether it will change its production output policy or whether its members will remain committed to the production quotas set by the organization.

In January 2022, the Energy Information Administration published its short-term energy outlook. WTI spot prices are expected to average $71.32 per Bbl for 2022. Global oil production is forecasted to outpace global oil consumption during 2022 resulting in rising global oil inventories. Oil market balances are subject to significant uncertainties which could keep oil prices volatile. Henry Hub spot prices are expected to average $3.82 per MMBtu in the first quarter of 2022 and average $3.79 per MMBtu for all of 2022.

Looking at external events impacting the oil and gas industry, the focus on the transition and evolution to cleaner forms of energy continues to accelerate as governments across the world discuss how to reduce GHG emissions. Governments will continue to emphasize the importance of utilizing cleaner sources of energy and industry-wide investments in renewables and carbon capture and storage in order to meet the emission reduction targets that will limit the impact of GHG emissions. We believe that the pressure on our industry to manage its carbon footprint will continue to grow as governments find ways to meet their carbon reduction targets. We see the transition to providing cleaner forms of energy as an opportunity to position ourselves to support our industry's efforts to reduce our carbon footprint through the use of commercially available technologies that allow us to capture and store significant volumes of CO2.

Significant Developments

OnThe following encompasses significant developments since our Annual Report on Form 10-K for the year ended December 10, 2019, the Company entered into separate Purchase Agreements with ILX Holdings, LLC, a Delaware limited liability company (“ILX Holdings”), ILX Holdings II, LLC, a Delaware limited liability company (“ILX Holdings II”), ILX Holdings III LLC, a Delaware limited liability company (“ILX Holdings III”), Castex Energy 2014, LLC, a Delaware limited liability company (“Castex 2014” and, together with ILX Holdings, ILX Holdings II and ILX Holdings III, the “Riverstone Sellers”) and Castex Energy 2016, L.P. (“Castex 2016” and, together with the Riverstone Sellers, the “Sellers”). 31, 2020:

Carbon Capture InitiativesOn February 24, 2020,15, 2022, we announced our entry into (i) a lease agreement for a major carbon capture and sequestration project along the Company, Talos ProductionMississippi River industrial corridor and (ii) a memorandum of understanding with EnLink Midstream, LLC to jointly develop a carbon capture, transportation and sequestration joint service offering focused on the Mississippi River industrial corridor. See Part I, Items 1 and 2. Business and Properties — Carbon Capture & Sequestration for additional information regarding this project and previously announced projects.

Eugene Island Pipeline System We have experienced approximately 30 days of unplanned third-party downtime to date in the first quarter of 2022 resulting from maintenance of the Eugene Island Pipeline System, which carries our production from the HP-I and Green Canyon 18 facilities. As of the filing of this Annual Report, the shut-in has resulted in a production impact of approximately 3.5 to 4.0 MBoepd for the first quarter of 2022 or 0.8 to 1.0 MBoepd for the full year 2022.

Zama Update See Part I, Items 1 and 2. Business and Properties — Hydrocarbon Properties — MexicoBlock 7.

Federal Lease Sale In November 2021, we announced that we were named as the high bidder on ten Deepwater blocks comprising 57,600 acres, or 36,720 net acres, for a net total consideration of approximately $4.8 million. As of December 31, 2021, the BOEM has not announced whether we have been awarded these leases. In January 2022, a federal judge invalidated the lease sale, finding that BOEM failed to consider the impact on foreign greenhouse gas emissions if the November 2021 lease sale was not held and the Riverstone Sellers amended the Purchase Agreements applicable to the Riverstone Sellers. Pursuant to the Purchase Agreements, as amended, among other things, the Company will acquire allcourt determined that this failure was a violation of the issued and outstanding limited liability company interests in certain wholly owned subsidiariesNational Environmental Policy Act.

68


Table of each of the respective Sellers (collectively, the “ILX and Castex Acquisition”) for an aggregate consideration consisting of the following, subject to certain negotiated adjustments: (i) an aggregate amount of cash equal to $385.0 million and (ii) an aggregate of 110,000 shares of the Company’s preferred stock, par value $0.01 per share, designated as “Series A Convertible Preferred Stock.” The Series A Convertible Preferred Stock is subject to automatic conversion into common stock upon the terms of that certain Certificate of Designation, Preferences, Rights and Limitations related thereto (such common stock, the “Conversion Stock”) to be issued to the Riverstone Sellers. At signing, the Company deposited in escrow $31.8 million that was applied at closing towards the cash component of the purchase price under the Purchase Agreements. On February 28, 2020, the Company completed the ILX and Castex Acquisition with an effective date of July 1, 2019.Contents

63


Factors Affecting the Comparability of our Financial Condition and Results of Operations

Stone Combination — On May 10, 2018,The following items affect the Stone Closing Date, Stone and Talos Energy LLC becamecomparability of our wholly-owned subsidiaries. Prior to the Stone Closing Date, Talos had not conducted any material activities other than those incident to its formation. Talos is the acquirer of Stone for financial reporting and accounting purposes and considered the accounting acquirer in the Stone Combination under GAAP. Accordingly, our historical financial and operating data, which covers periods prior to the Stone Closing Date, reflects the assets, liabilitiescondition and results of operations of Talos Energy LLC priorfor periods presented herein and could potentially continue to the Stone Closing Date and does not reflect the assets, liabilitiesaffect our future financial condition and results of operationsoperations.

LLOG Asset Acquisition — On November 16, 2020, we completed the acquisition of Stone prior to the Stone Closing Date.select interests in oil and natural gas assets from LLOG Exploration & Production Company, LLC (the “LLOG Acquisition”). See Part IV, Item 15. Exhibits and Financial Statement Schedules — Note 3 — Acquisitions for more information.

WhistlerCastex Energy 2005 Asset Acquisition — On August 31, 2018,5, 2020, we completed the acquisition of all the issuedselect interest in oil and outstanding membership interestsnatural gas assets from affiliates of WhistlerCastex Energy II, LLC (“Whistler”) from Whistler Energy II2005 Holdco, LLC for $52.6 million ($14.8 million net of $37.8 million of cash acquired) (the “Whistler“Castex 2005 Acquisition”). See Part IV, Item 15. Exhibits and Financial Statement Schedules — Note 3 — Acquisitions for more information.

Mexico Exchange — On September 11, 2018, we entered into the Hokchi Cross Assignment with Hokchi, a subsidiary of PAE, to cross assign 25% PI in each of Block 2ILX and Block 31. Our assignment of a 25% PI in Block 2 to Hokchi closed on December 21, 2018, and Hokchi has assumed operator responsibilities with respect to Block 2. Hokchi’s assignment of Block 31 to us closed on May 22, 2019. In addition, Premier Oil Plc exercised its option to reduce its PI in Block 2 to zero and assigned a 5% PI to each of Sierra and Talos. Following the completion of the Hokchi Cross Assignment, we own a 25% PI in each of Block 2 and Block 31, and Hokchi is the operator of both blocks.

Write-down of oil and natural gas properties — As a result of our evaluation of unproved property located in Block 2 offshore Mexico, specifically future exploratory drilling opportunities, results from exploratory wells drilled during the second quarter of 2019 and the Block 2 production sharing contract’s expiration date, for the year ended December 31, 2019 we recorded non-cash impairment expense of $12.2 million presented as “Write-down of oil and natural gas properties” on the consolidated statements of operations.

GunflintCastex Acquisition — On January 11, 2019, pursuant to a Purchase Sale Agreement with Samson Offshore Mapleleaf, LLC,February 28, 2020 we acquired the outstanding limited liability interests in certain wholly owned subsidiaries of ILX Holdings, LLC, ILX Holdings II, LLC, ILX Holdings III LLC and Castex Energy 2014, LLC, each a related party and an approximate 9.6% non-operated working interest inaffiliate with the Gunflint Field located inentities controlled by or affiliated with Riverstone Energy Partners V, L.P. (the “Riverstone Sellers”), and Castex Energy 2016, LP (together with the Mississippi Canyon area for $29.6 million ($27.9 million after customary purchase price adjustments)Riverstone Sellers, the “Sellers” and collectively, the “ILX and Castex Acquisition”). See Part IV, Item 15. Exhibits and Financial Statement Schedules — Note 3 — Acquisitions for more information.

Transaction ExpensesHurricanes and Tropical StormsWe have incurredDuring 2021, production from the U.S. Gulf of Mexico was impacted due to Hurricane Ida. While our assets did not sustain significant damage, the storm impacted key third-party downstream infrastructure, which prevented us from restoring the majority of our production for several weeks. For the year ended December 31, 2021, we estimate deferred production related to this storm was approximately 4.2 MBoepd.

During 2020, production from the U.S. Gulf of Mexico was impacted due to precautionary shut-ins of facilities and will continue to incur transaction related and restructuring costsevacuations associated with Hurricanes Hanna, Laura, Marco, Sally, Delta and Zeta and Tropical Storms Cristobal and Beta. Although there was no major storm-related damage to our business development activitiesfacilities, we incurred production downtime associated with the shut-ins for the storms. For the year ended December 31, 2020, we estimate deferred production related to these storms was approximately 4.1 MBoepd.

Ram Powell Shut-InProduction at our Ram Powell facility was shut-in in late June 2020 while waiting for the repair of the platform’s oil export riser. We received final regulatory approvals and completed the repair of the export riser. Production commenced on November 21, 2020. For the year ended December 31, 2020, the Ram Powell facility shut-in resulted in deferred production of 2.1 MBoepd.

Known Trends and Uncertainties

Volatility in Oil, Natural Gas and NGL Prices — Historically, the markets for oil and natural gas have been volatile. Oil, natural gas and NGL prices are subject to wide fluctuations in supply and demand. Our revenue, profitability, access to capital and future rate of growth depends upon the price we receive for our sales of oil, natural gas and NGL production.

Oil prices have benefited from the continuation of coordinated production policies by OPEC Plus and capital discipline by oil and gas producers. Despite the recent upswing in oil prices, we believe that commodity prices will remain cyclical and volatile. During January 1, 2021 through December 31, 2021, the daily spot prices for NYMEX WTI crude oil ranged from a high of $85.64 per Bbl to a low of $47.47 per Bbl and the daily spot prices for NYMEX Henry Hub natural gas ranged from a high of $23.86 per MMBtu to a low of $2.43 per MMBtu. The spread between the high and low natural gas prices was caused by a severe winter storm that precipitated both an immediate constraint in the supply of and a significant increase in the demand for natural gas. Although we cannot predict the occurrence of events that may vary significantlyaffect future commodity prices or the degree to which these prices will be affected, the prices for any commodity that we produce will generally approximate current market prices in the geographic region of production. We hedge a portion of our comparative historical resultscommodity price risk to mitigate the impact of operations.price volatility on our business. See Part IV, Item 15. Exhibits and Financial Statement Schedules — Note 36AcquisitionsFinancial Instruments for more information.additional information regarding our commodity derivative positions as of December 31, 2021.

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Impairment of Oil and Natural Gas PropertiesPriorUnder the full cost method of accounting, the “ceiling test” under SEC rules and regulations specifies that evaluated and unevaluated properties’ capitalized costs, less accumulated amortization and related deferred income taxes (the “Full Cost Pool”), should be compared to a formulaic limitation (the “Ceiling”) each quarter on a country-by-country basis. If the Full Cost Pool exceeds the Ceiling, an impairment must be recorded. During 2021, 2020 and 2019 our ceiling test computations for our U.S. oil and gas properties resulted in a write down of nil, $267.9 million and nil, respectively. At December 31, 2021, the Company’s ceiling test computation was based on SEC pricing of $67.14 per Bbl of oil, $3.71 per Mcf of natural gas and $26.62 per Bbl of NGLs.

There is a significant degree of uncertainty with the assumptions used to estimate future undiscounted cash flows due to, but not limited to the Stone Combination, Talos Energy LLC wasrisk factors referred to in Part I, Item 1A. Risk Factors. The discounted present value of our proved reserves is a partnership for U.S. federal income tax purposesmajor component of the Ceiling calculation. Any decrease in pricing, negative change in price differentials, or increase in capital or operating costs could negatively impact the estimated undiscounted cash flows related to our proved oil and wasnatural gas properties.

With respect to our operations in Mexico, our oil and natural gas properties are classified as unproved properties, not subject to U.S. federal income tax or state income tax (in most states) atamortization. The finalization of the entity level. As such, Talos Energy LLC did not recognize U.S. federal income tax expense or state income tax expense in most states. Talos Energy LLC’s operations inunitization and unit operating agreement, which sets out the shallow waters offterms on which the coastBlock 7 reservoir will be jointly developed, and the outcome of the dispute with the Government of Mexico were conducted underover decisions taken by SENER with respect to the Zama discovery could adversely affect the value of the oil and natural gas assets and result in an impairment of our unevaluated oil and gas properties prior to reaching a different legal formfinal investment decision or of our evaluated properties upon reaching a final investment decision. We recorded an impairment of $18.1 million for our unproved property investment in Block 31 during the year ended December 31, 2021. See Part I, Items 1 and are subject to foreign income taxes. In connection with the Stone Combination, Talos Energy LLC was contributed to us. We are subject to federal2. Business and state income taxes. We record current income taxes based on estimates of current taxable income and provideProperties — Hydrocarbon Properties — MexicoBlock 31 for deferred income taxes to reflect estimated future income tax payments and receipts.additional information.

Third Party Planned Downtime — Since our operations are offshore, we are vulnerable to third party downtime events impacting the transportation, gathering orand processing of production. We produce the Phoenix Field through the HP-I that is operated by Helix. Helix is required to disconnect and dry-dock the HP-I every two to three years for inspection as required by the United States Coast Guard, during which time we are unable to produce the Phoenix Field. The next dry-dock is scheduled for mid-2022 with an estimated shut-in lasting approximately 45 to 60 days.

During the year ended December 31, 2019, Helix dry-docked the HP-1. After conducting sea trials, production resumed in late March 2019, resulting in a total shut-in period of 57 days. The shut-in resulted in deferred production of 3.3 MBoepd during the year ended December 31, 2019 when compared to the same period in 2018.

64


Known Trends and Uncertainties

Volatility in Oil, Natural Gas and NGL Prices — Historically, the markets for oil and natural gas have been volatile. Our revenue, profitability, access to capital and future rate of growth depends upon the price we receive for our sales of oil, natural gas and NGL production. Oil, natural gas and NGL prices are subject to wide fluctuations in response to relatively minor changes in supply and demand.

BOEM Bonding Requirements — In order to cover2016, the various decommissioning obligations of lessees on the OCS, BOEM generally requires that lessees post some form of acceptable financial assurances that such obligations will be met, such as surety bonds. The cost of such bonds or other financial assurance can be substantial, and we can provide no assurance that we can continue to obtain bonds or other surety in all cases. As many BOEM regulations are being reviewed by the agency, we may be subject to additional financial assurance requirements in the future. For example, in July 2016, BOEM issued the 2016 NTL, to clarifywhich bolstered supplemental bonding requirements. The NTL was not fully implemented as the proceduresBOEM under the Trump Administration first paused, and guidelines that BOEM Regional Directors use to determine if and when additional financial assurances may be required for OCS leases, ROWs and RUEs. The 2016 NTL became effectivethen in September 2016, but BOEM subsequently postponed any implementation of the 2016 NTL and has indicated they will be issuing a modified or substitute NTL or proposed rule. This postponement of implementation currently remains in effect. We remain in active discussions with government regulators and industry peers with regard to any future rulemaking and financial assurance requirements. Notwithstanding BOEM’s 2016 NTL, BOEM may also bolster its financial assurance requirements mandated by rule for all companies operating in federal waters. 2020 rescinded, this NTL.

The future cost of compliance with respect to supplemental bonding, including the obligations imposed on us, whether as current or predecessor lessee or grant holder, as a result of the implementation of a new NTL analogous to the 2016 NTL to the extent implemented,finalized, as well as to the provisions of any other futurenew, more stringent NTLs or final rules on supplemental bonding published by the BOEM directives, or any other changes to BOEM’s rules applicable to our or any of our subsidiaries’ properties,under the Biden Administration, could materially and adversely affect our financial condition, cash flows and results of operations. Moreover, the BOEM has the right to issue liability orders in the future, including if it determines there is a substantial risk of nonperformance of the interest holder’s decommissioning liabilities and the Biden Administration may elect to pursue more stringent supplemental bonding requirements.

Deepwater Operations — We have interests in deepwaterDeepwater fields in the U.S. Gulf of Mexico. Operations in the deepwaterDeepwater can result in increased operational risks as has been demonstrated by the Deepwater Horizon disaster in 2010. Despite technological advances since this disaster, liabilities for environmental losses, personal injury and loss of life and significant regulatory fines in the event of a disaster could be well in excess of insured amounts and result in significant current losses on our statements of operations as well as going concern issues.

Oil Spill Response Plan — We maintain a Regional Oil Spill Response Plan that defines our response requirements, procedures and remediation plans in the event we have an oil spill. Oil Spill Response Plansspill response plans are generally approved by the BSEE bi-annually, except when changes are required, in which case revised plans are required to be submitted for approval at the time changes are made. Additionally, these plans are tested and drills are conducted periodically at all levels.

Hurricanes and Tropical Storms Since our operations are in the U.S. Gulf of Mexico, we are particularly vulnerable to the effects of hurricanes and tropical storms on production. Additionally, affordable insurance coverage for property damage to our facilities for hurricanes has become less effective due to rising retentionsproduction and limitations on named windstorm coverage and has been difficult to obtain at times in recent years.capital projects. Significant hurricane impacts could include reductions and/or deferrals of future oil and natural gas production and revenues, increased lease operating expenses for evacuations and repairs and possible acceleration of plugging and abandonment costs.

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How We Evaluate Our Operations

We use a variety of financial and operational metrics to assess the performance of our oil and natural gas operations, including:

production volumes;

production volumes;

realized prices on the sale of oil, natural gas and NGLs, including the effect of our commodity derivative contracts;

realized prices on the sale of oil, natural gas and NGLs, including the effect of our commodity derivative contracts;

lease operating expenses;

lease operating expenses;

capital expenditures; and

capital expenditures; and

Adjusted EBITDA, which is discussed under—Supplemental Non-GAAP Measure.

Adjusted EBITDA, which is discussed under “—Supplemental Non-GAAP Measure” below.

65


Basis of Presentation

Sources of Revenues

Our revenues are derived from the sale of our oil and natural gas production, as well as the sale of NGLs, that are extracted from our natural gas during processing. Our oil, natural gas and NGL revenues do not include the effects of derivatives, which are reported in price“Price risk management activities income (expense) in” on our consolidated statementsConsolidated Statements of operations.Operations. The following table presents a breakout of each revenue component:

 

Year Ended December 31,

 

 

2021

 

2020

 

2019

 

Oil

 

86

%

 

88

%

 

92

%

Natural gas

 

10

%

 

9

%

 

6

%

NGL

 

4

%

 

3

%

 

2

%

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Revenue breakout:

 

 

 

 

 

 

 

 

 

 

 

 

Oil revenue

 

 

90

%

 

 

88

%

 

 

83

%

Natural gas revenue

 

 

6

%

 

 

8

%

 

 

12

%

NGL revenue

 

 

2

%

 

 

4

%

 

 

4

%

Other

 

 

2

%

 

 

%

 

 

1

%

Our revenues may vary significantly from period to period as a result of changes in volumes of production sold or changes in commodity prices.

Realized Prices on the Sale of Oil, Natural Gas and NGLs — The NYMEX WTI prompt month oil settlement price is a widely used benchmark in the pricing of domestic oil in the United States. The actual prices we realize from the sale of oil differ from the quoted NYMEX WTI price as a result of quality and location differentials. For example, the prices we realize on the oil we produce are affected by the Gulf of Mexico Basin’s proximity to U.S. Gulf Coast refineries and the quality of the oil production sold in Eugene Island Crude, Louisiana Light Sweet Crude and Heavy Louisiana Sweet Crude markets.

The NYMEX Henry Hub price of natural gas is a widely used benchmark for the pricing of natural gas in the United States. The actual prices we realize from the sale of natural gas differ from the quoted NYMEX Henry Hub price as a result of quality and location differentials. Currently, the sales points of our gas production are generally within close proximity to the Henry Hub which creates a minimal differential in the prices we receive for our production versus average Henry Hub prices.

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In the past, oil and natural gas prices have been extremely volatile, and we expect this volatility to continue, as indicated in the table below, which provides the high, low and average prices for NYMEX WTI and NYMEX Henry Hub monthly contract prices as well as our average realized oil, natural gas, and NGL sales prices for the periods indicated.

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Oil:

 

 

 

 

 

 

 

 

 

 

 

 

NYMEX WTI High per Bbl

 

$

63.86

 

 

$

70.98

 

 

$

57.88

 

NYMEX WTI Low per Bbl

 

$

51.38

 

 

$

49.52

 

 

$

45.18

 

Average NYMEX WTI per Bbl

 

$

56.98

 

 

$

65.23

 

 

$

50.80

 

Average Oil Sales Price per Bbl

     (including commodity derivatives)

 

$

59.23

 

 

$

57.12

 

 

$

52.46

 

Average Oil Sales Price per Bbl

     (excluding commodity derivatives)

 

$

60.17

 

 

$

66.42

 

 

$

48.92

 

Natural Gas:

 

 

 

 

 

 

 

 

 

 

 

 

NYMEX Henry Hub High per MMBtu

 

$

3.11

 

 

$

4.09

 

 

$

3.30

 

NYMEX Henry Hub Low per MMBtu

 

$

2.22

 

 

$

2.67

 

 

$

2.82

 

Average NYMEX Henry Hub per MMBtu

 

$

2.56

 

 

$

3.15

 

 

$

2.99

 

Average Natural Gas Sales Price per Mcf

     (including commodity derivatives)

 

$

2.55

 

 

$

3.16

 

 

$

2.93

 

Average Natural Gas Sales Price per Mcf

     (excluding commodity derivatives)

 

$

2.37

 

 

$

3.23

 

 

$

3.00

 

NGLs:

 

 

 

 

 

 

 

 

 

 

 

 

NGL Realized Price as a % of Average NYMEX WTI

 

 

28

%

 

 

47

%

 

 

46

%

66


 

Year Ended December 31,

 

 

2021

 

2020

 

2019

 

Oil:

 

 

 

 

 

 

NYMEX WTI high per Bbl

$

81.48

 

$

57.52

 

$

63.86

 

NYMEX WTI low per Bbl

$

52.01

 

$

16.55

 

$

51.38

 

Average NYMEX WTI per Bbl

$

67.99

 

$

39.16

 

$

56.98

 

Average oil sales price per Bbl
  (including commodity derivatives)

$

49.67

 

$

47.36

 

$

59.23

 

Average oil sales price per Bbl
  (excluding commodity derivatives)

$

65.86

 

$

37.09

 

$

60.17

 

Natural Gas:

 

 

 

 

 

 

NYMEX Henry Hub high per MMBtu

$

5.51

 

$

2.61

 

$

3.11

 

NYMEX Henry Hub low per MMBtu

$

2.62

 

$

1.63

 

$

2.22

 

Average NYMEX Henry Hub per MMBtu

$

3.91

 

$

2.03

 

$

2.56

 

Average natural gas sales price per Mcf
  (including commodity derivatives)

$

3.11

 

$

2.00

 

$

2.55

 

Average natural gas sales price per Mcf
  (excluding commodity derivatives)

$

3.98

 

$

1.87

 

$

2.37

 

NGLs:

 

 

 

 

 

 

NGL realized price as a % of average NYMEX WTI

 

39

%

 

25

%

 

28

%

To achieve more predictable cash flow, and to reduce exposure to adverse fluctuations in commodity prices, from time to time we enter into commodity derivative arrangements for a portion of our anticipated production. By removing a significant portion of price volatility associated with our anticipated production, we believe it will mitigate, but not eliminate, the potential negative effects of reductions in oil and natural gas prices on our cash flow from operations for those periods. However, our price risk management activity may also reduce our ability to benefit from increases in prices. We will sustain losses to the extent our commodity derivatives contract prices are lower than market prices and, conversely, we will sustain gains to the extent our commodity derivatives contract prices are higher than market prices.

We will continue to use commodity derivative instruments to manage commodity price risk in the future. Our hedging strategy and future hedging transactions will be determined atin accordance with both our discretionBank Credit Facility and Hedging Policy and may be different from what we have done on a historical basis.

Expenses

Lease operating expenseOperating ExpenseLease operating expense consists of the daily costs incurred to bring oil, natural gas and NGLs out of the underground formation and to the market, together with the daily costs incurred to maintain our producing properties. Expenses for direct labor, insurance, a portion of the HP-I lease, materials and supplies, rental and third party costs comprise the most significant portion of our lease operating expense. It further consists of costs associated with major remedial operations on completed wells to restore, maintain or improve the well’s production. Because the amount of workover and maintenance expense is closely correlated to the levels of workover activity, which is not regularly scheduled, workover and maintenance expense is not necessarily comparable from periodperiod-to-period. There is a reduction in our lease operating expenses for production handling fees related to period.certain reimbursements for costs from certain third parties.

Production taxesTaxesProduction taxes consist of severance taxes levied by the Louisiana Department of Revenue on production of oil and natural gas from land or water bottoms within the boundaries of the state of Louisiana.

Depreciation, depletionDepletion and amortizationAmortization expense — Depreciation, depletion and amortization expense is the expensing of the capitalized costs incurred to acquire, explore and develop oil and natural gas reserves. We use the full cost method of accounting for oil and natural gas activities. See Part IV, Item 15. Exhibits and Financial Statement Schedules — Note 2 — Summary of Significant Accounting Policies for further discussion.

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Table of Contents

Accretion expenseExpenseWe have obligations associated with the retirement of our oil and natural gas wells and related infrastructure. We have obligations to plug wells when production on those wells is exhausted, when we no longer plan to use them or when we abandon them. We accrue a liability with respect to these obligations based on our estimate of the timing and amount to replace, remove or retire the associated assets. Accretion of the liability is recognized for changes in the value of the liability as a result of the passage of time over the estimated productive life of the related assets as the discounted liabilities are accreted to their expected settlement values.

General and administrative expenseAdministrative ExpenseGeneral and administrative expense generally consists of costs incurred for overhead, including payroll and benefits for our corporate staff, costs of maintaining our headquarters, costs of managing our production operations, bad debt expense, equity basedequity-based compensation expense, audit and other fees for professional services and legal compliance.

Interest expenseExpenseWe finance a portion of our working capital requirements, capital expenditures and acquisitions with borrowings under our Bank Credit Facility and term basedterm-based debt. As a result, we incur interest expense that is affected by both fluctuations in interest rates and our financing decisions. Interest includes interest incurred under our debt agreements, the amortization of deferred financing costs (including origination and amendment fees), commitment fees, imputed interest on our capital lease, performance bond premiums and annual agency fees. Interest expense is net of capitalized interest on expenditures made in connection with exploratory projects that are not subject to current amortization.

67


Price risk management activitiesRisk Management ActivitiesWe utilize commodity derivative instruments to reduce our exposure to fluctuations in the price of oil and natural gas. We recognize gains and losses associated with our open commodity derivative contracts as commodity prices and the associated fair value of our commodity derivative contracts change. The commodity derivative contracts we have in place are not designated as hedges for accounting purposes. Consequently, these commodity derivative contracts are marked-to-market each quarter with fair value gains and losses recognized currently as a gain or loss in our results of operations. Cash flow is only impacted to the extent the actual settlements under the contracts result in making a payment to or receiving a payment from the counterparty.

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Results of Operations

RevenueRevenues

The information below provides a discussion of, and an analysis of significant variance in, our oil, natural gas and NGL revenues, production volumes and sales prices for the years ended December 31, 2019, 2018 and 2017 (in thousands):

 

Year Ended December 31,

 

 

 

 

2021

 

2020

 

Change

 

Revenues:

 

 

 

 

 

 

Oil

$

1,064,161

 

$

506,788

 

$

557,373

 

Natural gas

 

130,616

 

 

53,714

 

 

76,902

 

NGL

 

49,763

 

 

15,434

 

 

34,329

 

Total revenues

$

1,244,540

 

$

575,936

 

$

668,604

 

 

 

 

 

 

 

 

Total Production Volumes:

 

 

 

 

 

 

Oil (MBbls)

 

16,159

 

 

13,665

 

 

2,494

 

Natural gas (MMcf)

 

32,795

 

 

28,652

 

 

4,143

 

NGL (MBbls)

 

1,875

 

 

1,559

 

 

316

 

Total production volume (MBoe)

 

23,500

 

 

19,999

 

 

3,501

 

 

 

 

 

 

 

 

Daily Production Volumes by Product:

 

 

 

 

 

 

Oil (MBblpd)

 

44.3

 

 

37.3

 

 

7.0

 

Natural gas (MMcfpd)

 

89.8

 

 

78.3

 

 

11.5

 

NGL (MBblpd)

 

5.1

 

 

4.3

 

 

0.8

 

Total production volume (MBoepd)

 

64.4

 

 

54.7

 

 

9.7

 

 

 

 

 

 

 

 

Average Sale Price per Unit:

 

 

 

 

 

 

Oil (per Bbl)

$

65.86

 

$

37.09

 

$

28.77

 

Natural gas (per Mcf)

$

3.98

 

$

1.87

 

$

2.11

 

NGL (per Bbl)

$

26.54

 

$

9.90

 

$

16.64

 

Price per Boe

$

52.96

 

$

28.80

 

$

24.16

 

Price per Boe (including realized commodity derivatives)

$

40.61

 

$

35.99

 

$

4.62

 

 

 

Year Ended December 31,

 

 

Change

 

 

 

2019

 

 

2018

 

 

2017

 

 

2019 vs. 2018

 

 

2018 vs. 2017

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil

 

$

833,118

 

 

$

781,815

 

 

$

344,781

 

 

$

51,303

 

 

$

437,034

 

Natural gas

 

 

55,278

 

 

 

73,610

 

 

 

48,886

 

 

 

(18,332

)

 

 

24,724

 

NGL

 

 

19,668

 

 

 

35,863

 

 

 

16,658

 

 

 

(16,195

)

 

 

19,205

 

Other

 

 

19,556

 

 

 

 

 

 

2,503

 

 

 

19,556

 

 

 

(2,503

)

Total revenue

 

$

927,620

 

 

$

891,288

 

 

$

412,828

 

 

$

36,332

 

 

$

478,460

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Production Volumes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil (MBbls)

 

 

13,847

 

 

 

11,771

 

 

 

7,048

 

 

 

2,076

 

 

 

4,723

 

Natural gas (MMcf)

 

 

23,306

 

 

 

22,771

 

 

 

16,308

 

 

 

535

 

 

 

6,463

 

NGL (MBbls)

 

 

1,228

 

 

 

1,176

 

 

 

706

 

 

 

52

 

 

 

470

 

Total production volume (MBoe)

 

 

18,959

 

 

 

16,742

 

 

 

10,472

 

 

 

2,217

 

 

 

6,270

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Daily Production Volumes by Product:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil (MBblpd)

 

 

37.9

 

 

 

32.2

 

 

 

19.3

 

 

 

5.7

 

 

 

12.9

 

Natural gas (MMcfpd)

 

 

63.9

 

 

 

62.4

 

 

 

44.7

 

 

 

1.5

 

 

 

17.7

 

NGL (MBblpd)

 

 

3.4

 

 

 

3.2

 

 

 

1.9

 

 

 

0.2

 

 

 

1.3

 

Total production volume (MBoepd)

 

 

52.0

 

 

 

45.9

 

 

 

28.7

 

 

 

6.1

 

 

 

17.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average sale price per unit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil (per Bbl)

 

$

60.17

 

 

$

66.42

 

 

$

48.92

 

 

$

(6.25

)

 

$

17.50

 

Natural gas (per Mcf)

 

$

2.37

 

 

$

3.23

 

 

$

3.00

 

 

$

(0.86

)

 

$

0.23

 

NGL (per Bbl)

 

$

16.02

 

 

$

30.50

 

 

$

23.59

 

 

$

(14.48

)

 

$

6.91

 

Price per Boe

 

$

47.90

 

 

$

53.24

 

 

$

39.18

 

 

$

(5.34

)

 

$

14.06

 

Price per Boe (including realized

   commodity derivatives)

 

$

47.43

 

 

$

46.60

 

 

$

41.46

 

 

$

0.83

 

 

$

5.14

 

The information below provides an analysis of the change in our oil, natural gas and NGL revenues, due to changes in sales prices and production volumes (in thousands):

 

Price

 

Volume

 

Total

 

Oil

$

464,871

 

$

92,502

 

$

557,373

 

Natural gas

 

69,155

 

 

7,747

 

 

76,902

 

NGL

 

31,201

 

 

3,128

 

 

34,329

 

Total revenues

$

565,227

 

$

103,377

 

$

668,604

 

Volumetric Analysis — Production volumes increased by 9.7 MBoepd to 64.4 MBoepd for the yearsyear ended December 31, 2019, 2018 and 2017 (in thousands):

 

 

2019 vs. 2018

 

 

2018 vs. 2017

 

 

 

Price

 

 

Volume

 

 

Total

 

 

Price

 

 

Volume

 

 

Total

 

Oil

 

$

(86,582

)

 

 

137,885

 

 

$

51,303

 

 

$

205,985

 

 

 

231,049

 

 

$

437,034

 

Natural gas

 

$

(20,061

)

 

 

1,729

 

 

$

(18,332

)

 

$

5,335

 

 

 

19,389

 

 

$

24,724

 

NGL

 

$

(17,776

)

 

 

1,581

 

 

$

(16,195

)

 

$

8,118

 

 

 

11,087

 

 

$

19,205

 

Total

 

$

(124,419

)

 

 

141,195

 

 

$

16,776

 

 

$

219,438

 

 

 

261,525

 

 

$

480,963

 

2019 vs. 2018 Volumetric Analysis — Revenue increased due to production volumes attributable to an increase of 6.3 MBoed due to the Stone Combination and 3.4 MBoed from the Tornado 3 well and Boris 3 well in the Phoenix Field that were completed and commenced production during the second quarter of 2019.2021. The increase in production volumes was partially offset by a reductiondue to an increase of 3.3 MBoed resulting7.6 MBoepd from the shut-inGreen Canyon 18 Field, primarily due to the Kaleidoscope and Tokum wells drilled as part of the HP-I for regulatory-mandated dry-dock.

68


2018 vs. 2017 Volumetric Analysis — Revenue increased due toGreen Canyon 18 Field platform rig program. Additionally, production volumes which was attributable to 15.9 MBoedincreased 2.1 MBoepd from temporary shut-ins for repairs and maintenance on the Stone Combination and the Whistler Acquisition collectively, and 3.2 MBoed from the Tornado 2 wellRam Powell Field export riser that were completed in the Phoenix Field which commenced initial production in December 2017. The increase in production was partially offset by unplanned third party downtime.fourth quarter of 2020.

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Operating Expenses

Lease Operating Expense

The following table highlights lease operating expense items in total and on a cost per Boe production basis. The information below provides the financial results and an analysis of significant variances in these results for the years ended December 31, 2019, 2018 and 2017 (in thousands, except per Boe data):

 

Year Ended December 31,

 

 

2021

 

2020

 

Lease operating expenses

$

283,601

 

$

246,564

 

Lease operating expenses per Boe

$

12.07

 

$

12.33

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Lease operating expenses

 

$

243,427

 

 

$

226,291

 

 

$

152,748

 

Lease operating expenses per Boe

 

$

12.84

 

 

$

13.52

 

 

$

14.59

 

2019 vs. 2018 —Total lease operating expenseexpenses for the year ended December 31, 20192021 increased by approximately $17.1$37.0 million, or 8%15%. ThisWe had an overall increase was primarilyin direct operating expenses and labor costs of $6.2 million due to the temporary shuttering of the non-operated Garden Banks Field, Vermilion Field and High Island Field related to $8.9cost cutting measures taken during the second half of 2020 because of the economic environment caused by the COVID-19 pandemic. There was an additional $19.4 million increase attributable to facility and workover expense across our portfolio. Due to the Castex 2005 Acquisition and LLOG Acquisition in the second half of lease operating expense2020, we had an increase of $12.9 million in connection with the Stone Combination and $9.7 million of lease operating expense in connection with the Whistler Acquisition, offset by a $1.3 million decrease in reimbursements from our production handling agreements. While total lease operating expense increased, lease operating expense per Boe decreased $0.68 per Boe to $12.84 per Boe as a result of increased deepwater production from the Stone Combination and increased production in the Phoenix Field.

2018 vs. 2017 —Total lease operating expense forexpenses during the year ended December 31, 2018 increased by approximately $73.5 million, or 48%. This increase was primarily related to $56.6 million of lease operating expense in connection with the Stone Combination and $3.2 million of lease operating expense in connection with the Whistler Acquisition. In addition, lease operating expense increased due to2021. On a more competitive offshore environment and non-recurring workovers of $15.9 million, offset by an $8.7 million increase in PHA reimbursements. While total lease operating expense has increased,per unit basis, lease operating expense decreased $1.07$0.26 per Boe to $13.52$12.07 per Boe as a result of increased deepwaterprimarily due to higher production from the Stone Combination and increased production in the Phoenix Field.volumes.

Depreciation, Depletion and Amortization

The following table highlights depreciation, depletion and amortization items in total and on a cost per Boe production basis. The information below provides the financial results and an analysis of significant variances in these results for the years ended December 31, 2019, 2018 and 2017 (in thousands, except per Boe data):

 

Year Ended December 31,

 

Year Ended December 31,

 

 

2019

 

 

2018

 

 

2017

 

2021

 

2020

 

Depreciation, depletion and amortization

 

$

345,931

 

 

$

288,719

 

 

$

157,352

 

$

395,994

 

$

364,346

 

Depreciation, depletion and amortization per Boe

 

$

18.25

 

 

$

17.25

 

 

$

15.03

 

$

16.85

 

$

18.22

 

2019 vs. 2018 —Depreciation, depletion and amortization expense for the year ended December 31, 20192021 increased by approximately $57.2$31.6 million, or 20%9%. This increase was primarily due to increased production of 9.7 MBoepd offset by a $0.98decrease of $1.32 per Boe, or 6%, increase7% in the depletion rate on our proved oil and natural gas properties duringas a result of the year ended December 31, 2019. Depletionimpairment on a per Boe basis increased primarily due to a decrease in provedoil and gas properties related to well performance in the Phoenix Field.fourth quarter of 2020.

2018 vs. 2017 — Depreciation, depletion and amortization expense for the year ended December 31, 2018 increased by approximately $131.4 million or 83%. This increase was primarily due to a $2.22 per Boe, or 15%, increase in the depletion rate on our proved oil and natural gas properties during the year ended December 31, 2018. Depletion on a per Boe basis increased primarily due to an increase in proved properties related to the Stone Combination and higher estimated future development costs related to proved undeveloped reserves in the Phoenix Field.

69


General and Administrative Expense

The following table highlights general and administrative expense items in total and on a cost per Boe production basis. The information below provides the financial results and an analysis of significant variances in these results for the years ended December 31, 2019, 2018 and 2017 (in thousands, except per Boe data):

 

Year Ended December 31,

 

Year Ended December 31,

 

 

2019

 

 

2018

 

 

2017

 

2021

 

2020

 

General and administrative expense

 

$

77,209

 

 

$

85,816

 

 

$

36,673

 

$

78,677

 

$

79,175

 

General and administrative expense per Boe

 

$

4.07

 

 

$

5.13

 

 

$

3.50

 

$

3.35

 

$

3.96

 

2019 vs. 2018 — General and administrative expense for the year ended December 31, 2019,2021, decreased by approximately $8.6$0.5 million, or 10%1%. The changeTransaction and non-recurring costs were $5.4 million or $0.23 per Boe for 2021, which is attributable to a decrease of $29.2$9.6 million in transaction related costs primarily relateddue to the Stone CombinationILX and Castex Acquisition and Castex 2005 Acquisition in 2020. The decrease was offset with general and administrative expenses of $4.3 million incurred in 2018, partially offset by our emerging carbon capture and sequestration operating segment during the year ended December 31, 2021. Additionally, general and administrative expense includes non-cash equity-based compensation of $11.0 million, or $0.47 per Boe, during the year ended December 31, 2021, which is an increase of $12.4 million in employee and contract related costs and $5.9 million in other administrative costs, the majority of which are attributable to expenses related to additional professional services, information technology and compliance that were incurred subsequent to the Stone Combination.$2.1 million. On a per unit basis, general and administrative expense decreased $1.06$0.61 per Boe.

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Miscellaneous

2018 vs. 2017 — General and administrative expense for the year ended December 31, 2018, increased by approximately $49.1 million, or 134%. This increase was primarily attributable to $29.2 million in transaction related costs related to the Stone Combination and $16.4 million in additional payroll cost and additional general and administrative expenses as a result of the combined company.

Other Income and Expense

The following table highlights other income and expensemiscellaneous items in total. The information below provides the financial results and an analysis of significant variances in these results (in thousands):

 

Year Ended December 31,

 

 

2021

 

2020

 

Write-down of oil and natural gas properties

$

18,123

 

$

267,916

 

Accretion expense

$

58,129

 

$

49,741

 

Other operating (income) expense

$

32,037

 

$

(11,550

)

Interest expense

$

133,138

 

$

99,415

 

Price risk management activities (income) expense

$

419,077

 

$

(87,685

)

Other (income) expense

$

6,988

 

$

(3,018

)

Income tax (benefit) expense

$

(1,635

)

$

35,583

 

Write-Down of Oil and Natural Gas Properties — Due to our non-consent to the Block 31 appraisal program, we recorded an impairment of $18.1 million for our unproved property investment in Block 31 during the yearsyear ended December 31, 2019, 2018 and 2017 (in thousands):

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Write-down of oil and natural gas properties

 

$

12,221

 

 

$

 

 

$

 

Accretion expense

 

$

34,389

 

 

$

35,344

 

 

$

19,295

 

Price risk management activities income (expense)

 

$

(95,337

)

 

$

60,435

 

 

$

(27,563

)

Income tax benefit (expense)

 

$

36,141

 

 

$

(2,922

)

 

$

 

2019 vs. 2018 —

Write down of oil and natural gas properties —2021 as the costs were not recoverable. During the year ended December 31, 2019,2020, we recorded a $12.2$267.9 million impairment. The impairment iswrite-down of our oil and natural gas properties as a result of our ceiling test evaluation for our oil and gas properties in the United States as described in Part IV, Item 15. Exhibits and Financial Statement Schedules — Note 4 — Property, Plant and Equipment.

Other Operating (Income) Expense — During the year ended December 31, 2021, we recorded $21.1 million of unproved property locatedestimated decommissioning obligations primarily as a result of working interest partners or counterparties of divestiture transactions that were unable to perform the required abandonment obligations due to bankruptcy or insolvency. See Part IV, Item 15. Exhibits and Financial Statement Schedules — Note 12 — Commitments and Contingencies. Additionally, we recorded an impairment of $5.6 million related to the adjustment of other well equipment inventory to net realizable value, which was expensed and reflected in Block“Other operating (income) expense” on the Consolidated Statements of Operations. See further discussion in Part IV, Item 15. Exhibits and Financial Statement Schedules — Note 2 offshore Mexico, specifically future exploratory drilling opportunities, resultsSummary of Significant Accounting Policies.

During the year ended December 31, 2020, we recorded $8.9 million in income related to our multi-year federal royalty refund claim from exploratory wells drilledthe ONRR. See further discussion in Part IV, Item 15. Exhibits and demobilizedFinancial Statement Schedules — Note 2 — Summary of Significant Accounting Policies.

Interest Expense — During the year ended December 31, 2021, we recorded $133.1 million of interest expense compared to $99.4 million during the secondyear ended December 31, 2020. The change is primarily a result of the interest associated with the 12.00% Notes issued in January 2021 with an aggregate principal amount of $650.0 million when compared to the interest on the 11.00% Second-Priority Senior Secured Notes (the “11.00% Notes”) that were redeemed in January 2021. See further discussion in Part IV, Item 15. Exhibits and third quarter of 2019 and the Block 2 PCS’s expiration date.Financial Statement Schedules — Note 7 — Debt.

Price risk management activitiesRisk Management Activities Price risk management activities for year ended December 31, 2019, increased by2021 resulted in a decrease of approximately $155.8$506.8 million, or 258%578%. The expense of $95.3$419.1 million for the year ended December 31, 2019 consists2021 consisted of $8.8$290.2 million in cash settlement losses and $86.5$128.9 million in non-cash losses from the decrease in the fair value of our open derivative contracts. The income of $60.4$87.7 million for the year ended December 31, 2018 consists2020 consisted of $171.6$143.9 million in cash settlement gains that was offset by $56.2 million in non-cash gainslosses from the increasedecrease in the fair value of our open derivative contracts offset by $111.1 million in cash settlement losses. contracts.

These unrealized gains and losses on open derivative contracts relate to production for future periods; however, changes in the fair value of all of our open derivative contracts are recorded as a gain or loss on our consolidated statementsConsolidated Statements of operationsOperations at the end of each month. As a result of the derivative contracts we have on our anticipated production volumes through 2021,December 2023, we expect these activities to continue to impact net income (loss) based on fluctuations in market prices for oil and natural gas.

70


2018 vs. 2017 —Other (Income) Expense

Price risk management activities Price risk management activities for During the year ended December 31, 2018, decreased2021, we recorded a $13.2 million loss on extinguishment of debt as a result of the redemption of the 11.00% Notes further discussed in Part IV, Item 15. Exhibits and Financial Statement Schedules — Note 7 — Debt. This was partially offset by approximately $88.0a $4.4 million or 319%. The incomegain as a result of $60.4 million forthe settlement related to the Whistler Acquisition that is further discussed in Part IV, Item 15. Exhibits and Financial Statement Schedules — Note 11 — Related Party Transactions.

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Table of Contents

Income Tax Benefit (Expense) — During the year ended December 31, 2018 consists2021, we recorded $1.6 million of $171.6income tax benefit compared to $35.6 million in non-cash gains from the increase in the fair value of our open derivative contracts offset by $111.1 million in cash settlement losses. Theincome tax expense of $27.6 million forduring the year ended December 31, 2017 consists of a $51.4 million in non-cash losses from the decrease in the fair value of our open derivatives contracts offset by cash settlement gains of $23.8 million. These unrealized gains on open derivative contracts relate to production for future periods; however, changes in the fair value of all of our open derivative contracts are recorded as a gain or loss on our consolidated statements of operations at the end of each month. As2020. The change is primarily a result of the derivative contractsrecognition of a valuation allowance for its excess federal and state deferred tax assets in the year ended December 31, 2020. The realization of our deferred tax asset depends on recognition of sufficient future taxable income in specific tax jurisdictions in which temporary differences or net operating losses relate. In assessing the need for a valuation allowance, we haveconsider whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. See additional information on our anticipated production volumes through 2019, we expect these activities to continue to impact net income (loss) based on fluctuationsthe valuation allowance as described in market prices for oilPart IV, Item 15. Exhibits and natural gas.Financial Statement Schedules — Note 9 — Income Taxes.

Commitments and Contingencies

For a further discussion of our commitments and contingencies, see Part IV, Item 15. Exhibits and Financial Statement Schedules — Note 12 — Commitments and Contingencies. Additionally, we are party to lawsuits arising in the ordinary course of our business. We cannot predict the outcome of any such lawsuit with certainty, but our management believes it is remote that any such pending or threatened lawsuit will have a material adverse impact on our financial condition. See Part I, Item 3. Legal Proceedings for additional information.

Due to the nature of our business, we are, from time to time,time-to-time, involved in other routine litigation or subject to disputes or claims related to business activities, including workers’ compensation claims, employment related disputes and civil penalties by regulators. In the opinion of our management, none of these other pending litigations, disputes or claims against us, if decided adversely, will have a material adverse effect on our financial condition, cash flows or results of operation.operations. See Part I, Item 3. Legal Proceedings for additional information.

Supplemental Non-GAAP Measure

EBITDA and Adjusted EBITDA

“EBITDA” and “Adjusted EBITDA” are non-GAAP financial measures used to provide management and investors with (i) additional information to evaluate, with certain adjustments, items required or permitted in calculating covenant compliance under our debt agreements, (ii) important supplemental indicators of the operational performance of our business, (iii) additional criteria for evaluating our performance relative to our peers and (iv) supplemental information to investors about certain material non-cash and/or other items that may not continue at the same level in the future. EBITDA and Adjusted EBITDA have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP or as alternatives to net income (loss), operating income (loss) or any other measure of financial performance presented in accordance with GAAP.

We define these as the following:

EBITDA Net income (loss) plus interest expense, income tax expense (benefit), depreciation, depletion and amortization, and accretion expense.

Adjusted EBITDA — EBITDA plus non-cash write-down of oil and natural gas properties, loss on debt extinguishment, transaction related costs,and non-recurring expenses, the net change in the fair value of derivatives (mark to market effect, net of cash settlements and premiums related to these derivatives), non-cash (gain) loss on sale of assets,debt extinguishment, non-cash write-down of other well equipment inventory and non-cash equity basedequity-based compensation expense.

7177


Table of Contents

The following tables present a reconciliation of the GAAP financial measure of net income (loss) to Adjusted EBITDA for each of the periods indicated (in thousands):

 

Year Ended December 31,

 

 

2021

 

2020

 

2019

 

Net income (loss)

$

(182,952

)

$

(465,605

)

$

58,729

 

Interest expense

 

133,138

 

 

99,415

 

 

97,847

 

Income tax expense (benefit)

 

(1,635

)

 

35,583

 

 

(36,141

)

Depreciation, depletion and amortization

 

395,994

 

 

364,346

 

 

345,931

 

Accretion expense

 

58,129

 

 

49,741

 

 

34,389

 

EBITDA

 

402,674

 

 

83,480

 

 

500,755

 

Write-down of oil and natural gas properties

 

18,123

 

 

267,916

 

 

12,221

 

Transaction and other expenses(1)

 

26,941

 

 

14,917

 

 

7,460

 

Derivative fair value (gain) loss(2)

 

419,077

 

 

(87,685

)

 

95,337

 

Net cash received (paid) on settled derivative instruments(2)

 

(290,164

)

 

143,905

 

 

(8,820

)

(Gain) loss on debt extinguishment

 

13,225

 

 

(1,662

)

 

132

 

Non-cash write-down of other well equipment inventory

 

5,606

 

 

699

 

 

165

 

Non-cash equity-based compensation expense

 

10,992

 

 

8,669

 

 

6,964

 

Adjusted EBITDA

$

606,474

 

$

430,239

 

$

614,214

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Reconciliation of net income (loss) to Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

58,729

 

 

$

221,540

 

 

$

(62,868

)

Interest expense

 

 

97,847

 

 

 

90,114

 

 

 

80,934

 

Income tax expense (benefit)

 

 

(36,141

)

 

 

2,922

 

 

 

 

Depreciation, depletion and amortization

 

 

345,931

 

 

 

288,719

 

 

 

157,352

 

Accretion expense

 

 

34,389

 

 

 

35,344

 

 

 

19,295

 

EBITDA

 

 

500,755

 

 

 

638,639

 

 

 

194,713

 

Write-down of oil and natural gas properties

 

 

12,221

 

 

 

 

 

 

 

Loss on debt extinguishment

 

 

132

 

 

 

1,764

 

 

 

 

Transaction related costs

 

 

7,460

 

 

 

32,484

 

 

 

9,652

 

Derivative fair value (gain) loss(1)

 

 

95,337

 

 

 

(60,435

)

 

 

27,563

 

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

 

 

(8,820

)

 

 

(111,147

)

 

 

23,834

 

Non-cash gain on sale of assets

 

 

 

 

 

(1,710

)

 

 

 

Non-cash write-down of other well equipment inventory

 

 

165

 

 

 

244

 

 

 

260

 

Non-cash equity-based compensation expense

 

 

6,964

 

 

 

2,893

 

 

 

875

 

Adjusted EBITDA

 

$

614,214

 

 

$

502,732

 

 

$

256,897

 

(1)
Includes transaction-related expenses, restructuring expenses, cost saving initiatives and other miscellaneous income and expenses.
(2)
The adjustments for the derivative fair value (gains) losses and net cash receipts (payments) on settled commodity derivative instruments have the effect of adjusting net loss for changes in the fair value of derivative instruments, which are recognized at the end of each accounting period because we do not designate commodity derivative instruments as accounting hedges. This results in reflecting commodity derivative gains and losses within Adjusted EBITDA on an unrealized basis during the period the derivatives settled.

(1)

The adjustments for the derivative fair value (gains) losses and net cash receipts on settled commodity derivative instruments have the effect of adjusting net loss for changes in the fair value of derivative instruments, which are recognized at the end of each accounting period because we do not designate commodity derivative instruments as accounting hedges. This results in reflecting commodity derivative gains and losses within Adjusted EBITDA on a cash basis during the period the derivatives settled.

Liquidity and Capital Resources

Our primary sources of liquidity are cash generated by our operations and borrowings under our Bank Credit Facility. Our primary uses of cash are for capital expenditures, working capital, debt service and for general corporate purposes. Our working capital deficit has increased since December 31, 2020 primarily due to an increase of $120.5 million in liabilities from price risk management activities. As of December 31, 2019,2021, our available liquidity (cash plus available capacity under the Bank Credit Facility) was $673.4$472.6 million.

We fund exploration and development activities primarily through operating cash flows, cash on hand and through borrowings under the Bank Credit Facility, if necessary. Historically, we have funded significant property acquisitions with the issuance of senior notes, borrowings under the Bank Credit Facility and through additional equity issuances. We occasionally adjust our capital budget in response to changing operating cash flow forecasts and market conditions, including the prices of oil, natural gas and NGLs, acquisition opportunities and the results of our exploration and development activities.

Capital ExpendituresThe following is a table of our capital expenditures, excluding acquisitions, for the year ended December 31, 20192021 (in thousands):

U.S. drilling & completions

 

$

284,900

 

$

129,441

 

Mexico appraisal & exploration

 

 

65,968

 

 

921

 

Asset management

 

 

57,787

 

 

90,000

 

Seismic and G&G, land, capitalized G&A and other(1)

 

 

61,721

 

Seismic and G&G, land, capitalized G&A and other

 

50,472

 

Total capital expenditures

 

 

470,376

 

 

270,834

 

Plugging & abandonment

 

 

75,331

 

 

67,988

 

Total capital expenditures and plugging & abandonment

 

$

545,707

 

$

338,822

 

(1)

78

Amount excludes $6.0 million of non-cash share-based awards.

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Table of Contents

Based on our current level of operations and available cash, we believe our cash flows from operations, combined with availability under the Bank Credit Facility, provide sufficient liquidity to fund our board approved 20202022 capital spending projectprogram of $520.0$450.0 million to $545.0 million.$480.0 million, of which approximately $30.0 million is allocated to CCS. However, our ability to (i) generate sufficient cash flows from operations or obtain future borrowings under the Bank Credit Facility, and (ii) repay or refinance any of our indebtedness on commercially reasonable terms or at all for any potential future acquisitions, joint ventures or other similar transactions, depends on operating and economic conditions, some of which are beyond our control. To the extent possible, we have attempted to mitigate certain of these risks (e.g. by entering into oil and natural gas derivative contracts to reduce the financial impact of downward commodity price movements on a substantial portion of our anticipated production), but we could be required to, or we or our affiliates may from time to time, take additional future actions on an opportunistic basis. To address further changes in the financial and/or commodity markets, future actions may include, without limitation, raising debt, including secured debt, or issuing equity to directly or independently repurchase or refinance our outstanding debt.

Overview of Cash Flow Activities — The following table summarizes cash flows provided by (used in) by type of activity, for the following periods (in thousands):

 

Year Ended December 31,

 

 

2021

 

2020

 

Operating activities

$

411,388

 

$

301,923

 

Investing activities

$

(293,747

)

$

(678,904

)

Financing activities

$

(82,022

)

$

324,192

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Operating activities

 

$

393,733

 

 

$

263,445

 

 

$

176,053

 

Investing activities

 

$

(495,956

)

 

$

37,495

 

 

$

(157,641

)

Financing activities

 

$

48,083

 

 

$

(193,211

)

 

$

(18,412

)

Operating ActivitiesNet cashCash provided by operating activities increased $130.3$109.5 million in 2019 from 20182021 compared to 2020 primarily attributable to a decreasean increase in revenues net of lease operating expense of $631.6 million. This was offset by an increase in cash payments on derivatives of $102.3$434.1 million, interest expense of $33.7 million and decrease in settlements of asset retirement obligations of $37.6$24.1 million. Net cash provided by operating activities increased $87.4 million from 2018 to 2017 primarily attributable to an increase in revenue offset by a decrease in cash settlements on derivatives and transaction related cost related to the Stone Combination.

Investing ActivitiesNet cashCash used in investing activities increased $533.5decreased $385.2 million in 2019 from 20182021 compared to 2020 primarily due to our payment of $37.9 milliona decrease in payments for acquisitions during 2019 compared to receiving $278.4of $310.6 million in cash resulting from acquisitions in 2018. Additionally, we had an increase of $206.3 millionand in capital expenditures. The increaseexpenditures of $195.1 million in net cash provided by investing activities from 2018 to 2017 is primarily attributable to $280.9 million of cash received from the Stone Combination and Whistler Acquisition, partially offset by an increase of $85.7 million in capital expenditures.$69.6 million.

Financing ActivitiesNet cash provided by financing activities increased $241.3 million in 2019 from 2018 primarily attributable to receiving net proceeds of approximately $75.1 million from the Bank Credit Facility and other obligations, partially offset by repayments of $10.6 million for the Building Loan during 2019 compared to net repayments of approximately $163.3 million for 2018. Net cashCash used in financing activities increased $174.8$406.2 million in 20182021 compared to 2020. During 2021, the issuance of the 12.00% Notes in January 2021 generated $579.0 million after original discount and deferred financing costs. The net proceeds from 2017 primarily attributable to the repayment12.00% Notes funded the $356.8 million redemption of $403.0 million related to the LLC Bank Credit Facility, $54.0 million related to11.00% Notes and reduced the repayment ofindebtedness under the Bank Credit Facility $25.3 million related to the redemption of our 2018 Senior Notes and other long-term debt, $17.0by $175.0 million in deferred financing cost, partially offset by proceeds received fromthe first quarter of 2021. Indebtedness under the Bank Credit Facility was then further reduced by $90.0 million during the remainder of $319.0 million.2021.

During 2020, net borrowings under the Bank Credit Facility was $290.0 million and proceeds from the issuance of common stock was $71.1 million. These cash inflows were primarily offset by finance lease payments of $17.5 million and other deferred payments of $11.9 million.

Overview of Debt Instruments

Financing Arrangements — As of December 31, 2019,2021, total debt, net of discount and deferred financing costs, was approximately $733.0$962.7 million, comprised of our $383.9$650.0 million aggregate principal amount of the 11.00%12.00% Notes due 2022 and $6.1 million aggregate principal amount of our 7.50% Senior Notes due 2022 issued by Stone (“7.50% Notes”), and $343.1$367.8 million outstanding under our Bank Credit Facility. During June 2019, we repaid $10.4 million in aggregate remaining principal and accrued interest on the Stone 4.20% term loan maturing on November 20, 2030. We were in compliance with all debt covenants at December 31, 2019.2021. For additional details on our debt, see Part IV, Item 15. Exhibits and Financial Statement Schedules — Note 7 — Debt.

Bank Credit Facility – matures May 2022November 2024The Company maintains We maintain a Bank Credit Facility with a syndicate of financial institutions, with a borrowing base of $950.0 million as of December 31, 2019. The Bank Credit Facility matures on May 10, 2022, provided that the Bank Credit Facility mandates a springing maturity that is 120 days prior to May 10, 2022, if greater than $25.0 million of the 11.00% Notes or any permitted refinancing indebtedness in respect thereof is outstanding on such date.

73


The Bank Credit Facility bears interest based on the borrowing base usage, at the applicable London InterBank Offered Rate, plus applicable margins ranging from 2.75% to 3.75% or an alternate base rate based on the federal funds effective rate plus applicable margins ranging from 1.75% to 2.75%. In addition, we are obligated to pay a commitment fee of 0.50% on the unfunded portion of the commitments. The Bank Credit Facility has certain debt covenants, the most restrictive of which requires that we maintain a total debt to EBITDAX Ratio (as defined in the Bank Credit Facility) of no greater than 3.00 to 1.00 each quarter. We must also maintain a current ratio no less than 1.00 to 1.00 each quarter. According to the Bank Credit Facility, undrawn commitments are included in current assets in the current ratio calculation. The Bank Credit Facility is secured by substantially all of our oil and natural gas assets. The Bank Credit Facility is fully and unconditionally guaranteed by us and certain of our wholly-owned subsidiaries.

institutions. The Bank Credit Facility provides for determination of the borrowing base based on our proved producing reserves and a portion of our PUDproved undeveloped reserves. The borrowing base is redetermined by the lenders at least semi-annually during the second quarter and fourth quarter each year.

On July 3, 2019, the Company entered into a Joinder, First Amendment to Credit Agreement, and Borrowing Base Reaffirmation Agreement in which, (a) the $850.0 million borrowing base was reaffirmed, (b) the commitments were increased from $600.0 million to $850.0 million and (c) certain other amendments were made to the For additional details on our Bank Credit Facility, as more particularly described therein.see Part IV, Item 15. Exhibits and Financial Statement Schedules — Note 7 — Debt.

On December 10, 2019, the Company entered into a Joinder, Commitment Increase Agreement, Second Amendment to Credit Agreement, Borrowing Base Redetermination Agreement, and Amendment to Other Credit Documents79 in which (a) the borrowing base was increased from $850.0 million to $950.0 million, (b) the commitments were increased from $850.0 million to $950.0 million and (c)


certain other amendments were made to the Bank Credit Facility as more particularly described therein. Upon closingTable of the ILX and Castex Acquisition, Contentsthe borrowing base was increased from $950.0 million to $1.15 billion and the commitments were increased from $950.0 million to $1.15 billion.

As of December 31, 2019, commitments under our borrowing base were set at $950.0 million, of which no more than $200 million can be used as letters of credit. The amount that we are able to borrow with respect to the borrowing base is subject to compliance with the financial covenants and other provisions of the Bank Credit Facility. We were in compliance with all debt covenants at December 31, 2019. As of December 31, 2019, the Bank Credit Facility had approximately $586.4 million of undrawn commitments (taking into account $13.6 million letters of credit and $350.0 million drawn from the Bank Credit Facility).

11.00%12.00% Second-Priority Senior Secured Notes—due April 2022January 2026 The 11.00%12.00% Notes were issued pursuant to an indenture dated May 10, 2018,January 4, 2021 and the first supplemental indenture dated January 14, 2021 between Talos Energy Inc. (the “Parent Guarantor”); Talos Production Inc. (the “Issuer”); the Talos Issuers, the subsidiary guarantors party theretoSubsidiary Guarantors (defined below); and Wilmington Trust, National Association, as trustee and collateral agent. The 11.00%12.00% Notes rank pari passu in right of payment and constitute a single class of securities for all purposes under the indentures. The 12.00% Notes are secured on a second-priority senior secured basis by liens on substantially the same collateral as the Issuer’s existing first-priority obligations under its Bank Credit Facility. The 12.00% Notes mature April 3, 2022on January 15, 2026 and have interest payable semi-annually each AprilJanuary 15 and OctoberJuly 15, commencing on July 15, 2021. We made an interest payment of $39.0 million on January 14, 2022. For additional details on the 12.00% Notes, see Part IV, Item 15. Exhibits and Financial Statement Schedules — Note 7 — Debt.

Redemption of the 11.00% Second-Priority Senior Secured Notes—due April 2022 On January 13, 2021, we redeemed the 11.00% Notes using the proceeds from the issuance of the 12.00% Notes. For additional details on this redemption, see Part IV, Item 15. Exhibits and Financial Statement Schedules — Note 7 — Debt.

7.50% Senior Notes—Notes – due May 2022 The 7.50% Notes represent the remaining $6.1 million of long-term debt assumed in the Stone Combination that were not exchanged for 11.00% Notes pursuant to the exchange offer and consent solicitation, and thus remain outstanding. As a result of the Exchange Offer and Consent Solicitation, substantially all of the restrictive covenants relating to the 7.50% Notes have been removed and collateral securing the 7.50% Notes has been released. The 7.50% Notes mature May 31, 2022 and have interest payable semiannuallysemi-annually each May 31 and November 30. For additional details on the 7.50% Notes, see Part IV, Item 15. Exhibits and Financial Statement Schedules — Note 7 — Debt.

Building Loan—matures November 2030Guarantor Financial Information In connectionWe own no operating assets and have no operations independent of our subsidiaries. The 12.00% Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Parent Guarantor and on a second-priority senior secured basis by each of the Issuer’s present and future direct or indirect wholly owned material domestic subsidiaries (collectively, the “Subsidiary Guarantors” and, together with the Stone Combination,Parent Guarantor, the Company assumed Stone’s 4.20% term loan maturing“Guarantors”) that guarantees the Issuer’s senior reserve-based revolving credit facility. Our non-domestic subsidiaries (the “Non-Guarantors”) are 100% owned by us but do not guarantee the 12.00% Notes.

In lieu of providing separate financial statements for the Issuer and the Guarantors, we have presented the accompanying supplemental summarized combined balance sheet and income statement information for the Issuer and the Guarantors on November 20, 2030 (the “Building Loan”). The Building Loan bears interest at a ratecombined basis after elimination of 4.20% per annumintercompany transactions and amounts related to investment in any subsidiary that is to be repaid in 180 equal monthly installments of approximately $0.1 million. During June 2019, the Company repaid $10.4 million aggregate remaining principal, plus accrued interest, of the Building Loan using proceeds from the sale of an office building in Lafayette acquired in the Stone Combination and cash on hand. As of December 31, 2019, there is no outstanding balance under the Building Loan.a Non-Guarantor.

74The following table presents the balance sheet information for the respective periods (in thousands):


 

Year Ended December 31,

 

 

2021

 

2020

 

Current assets

$

330,415

 

$

231,669

 

Non-current assets

 

2,305,855

 

 

2,444,886

 

Total assets

$

2,636,270

 

$

2,676,555

 

 

 

 

 

 

Current liabilities

$

598,062

 

$

438,340

 

Non-current liabilities

 

1,405,382

 

 

1,459,816

 

Talos Energy Inc. stockholdersʼ equity

 

632,826

 

 

778,399

 

Total liabilities and stockholdersʼ equity

$

2,636,270

 

$

2,676,555

 

Performance Bonds The following table presents the income statement information (in thousands):

 

Year Ended December 31, 2021

 

Revenues

$

1,244,540

 

Costs and expenses

 

(1,398,306

)

Net loss

$

(153,766

)

Material Cash Requirements As of December 31, 2019, we had secured performance bonds primarily related to plugging and abandonment of wells and removal of facilities in the United States Gulf of Mexico and to guarantee the completion of the minimum work program under the Mexico production sharing contracts totaling approximately $637.3 million. In July 2016, BOEM issued the 2016 NTL to clarify the procedures and guidelines BOEM Regional Directors use to determine if and when additional financial assurances may be required for OCS leases, ROWs and RUEs to meet BOEM’s estimate of the lessees’ decommissioning obligations. The 2016 NTL became effective in September 2016 and allows qualifying operators to self-insure for an amount up to 10% of their tangible net worth. The 2016 NTL also provides for operators to propose a tailored plan subject to BOEM approval that allows the posting of additional financial assurance over time. However, BOEM has indefinitely delayed beyond June 30, 2017 implementation of the 2016 NTL, except in certain circumstances where there is a substantial risk of nonperformance of the interest holder’s decommissioning liabilities, to allow BOEM time to reconsider a number of regulatory initiatives. We received notice from BOEM in late 2016 ordering us to provide additional financial assurances in the form of additional security in material amounts. We entered into discussions with BOEM regarding the requested security and submitted a proposed tailored plan for the posting of additional financial security to the agency for review. However, as noted, BOEM has indefinitely delayed implementation beyond June 30, 2017 of the 2016 NTL, has rescinded the late December 2016 orders while BOEM reviews its financial assurance program and, to date, has taken no action with respect to our previously submitted proposed tailored plan. We remain in active discussion with our government regulators and industry peers with regard to any future rule making and financial assurance requirements. Notwithstanding the 2016 NTL, BOEM may also increase its financial assurance requirements mandated by rule for all companies operating in federal waters. BOEM could also make new demands for additional financial security in material amounts in the event the agency chooses to implement the 2016 NTL, and such amounts may be material and exceed our capability to provide additional financial assurance. The future cost of compliance with our existing supplemental bonding requirements, including with respect to any tailored plan, the 2016 NTL, as well as any other future directives or any other changes to BOEM’s rules applicable to us or our subsidiaries’ properties, could materially and adversely affect our financial condition, cash flows and results of operations.

Off Balance Sheet Arrangements

We did not have any off balance sheet arrangements as of December 31, 2019.

Contractual Obligations

We are party to various contractual obligations. Some of these obligations may be reflected in our accompanying consolidated financial statements,Consolidated Financial Statements, while other obligations, such as certain operating leases and capital commitments, are not reflected on our accompanying consolidated financial statements.Consolidated Financial Statements.

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The following table and discussion summarizes our material cash requirements from known contractual cash obligations as of December 31, 20192021 (in thousands):

 

2022

 

2023

 

2024

 

2025

 

2026

 

Thereafter

 

Total(4)

 

Long-term financing obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt principal

$

6,060

 

$

 

$

375,000

 

$

 

$

650,000

 

$

 

$

1,031,060

 

Debt interest

 

93,785

 

 

93,596

 

 

91,733

 

 

78,000

 

 

3,250

 

 

 

 

360,364

 

Vessel commitments(1)

 

29,710

 

 

 

 

 

 

 

 

 

 

 

 

29,710

 

Derivative liabilities

 

186,526

 

 

13,938

 

 

 

 

 

 

 

 

 

 

200,464

 

Operating lease obligations

 

3,712

 

 

3,652

 

 

3,454

 

 

3,519

 

 

3,584

 

 

9,258

 

 

27,179

 

Finance lease(2)

 

45,000

 

 

18,750

 

 

 

 

 

 

 

 

 

 

63,750

 

Purchase obligations(3)

 

3,153

 

 

 

 

 

 

 

 

 

 

 

 

3,153

 

Total contractual obligations(4)

$

367,946

 

$

129,936

 

$

470,187

 

$

81,519

 

$

656,834

 

$

9,258

 

$

1,715,680

 

 

 

2020

 

 

2021

 

 

2022

 

 

2023

 

 

Thereafter

 

 

Total(5)

 

Long-term financing obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt Principal

 

$

 

 

$

 

 

$

746,928

 

 

$

 

 

$

 

 

$

746,928

 

Debt Interest

 

 

55,325

 

 

 

55,325

 

 

 

15,432

 

 

 

 

 

 

 

 

 

126,082

 

Vessel Commitments (1)

 

 

28,260

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

28,260

 

Derivative liabilities

 

 

19,476

 

 

 

511

 

 

 

 

 

 

 

 

 

 

 

 

19,987

 

Operating Lease Obligations

 

 

2,744

 

 

 

4,079

 

 

 

4,302

 

 

 

4,239

 

 

 

19,105

 

 

 

34,469

 

Capital lease (2)

 

 

45,000

 

 

 

45,000

 

 

 

45,000

 

 

 

18,750

 

 

 

 

 

 

153,750

 

Purchase Obligations(3)

 

 

61,434

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

61,434

 

Other Liabilities (4)

 

 

14,921

 

 

 

7,921

 

 

 

 

 

 

 

 

 

 

 

 

22,842

 

Total contractual obligations(5)

 

$

227,160

 

 

$

112,836

 

 

$

811,662

 

 

$

22,989

 

 

$

19,105

 

 

$

1,193,752

 

(1)
Includes commitments for drilling rigs we will utilize for certain Deepwater well intervention and decommissioning activities. These commitments represent gross contractual obligations and accordingly, other joint owners in the properties operated by us will be billed for their working interest share of such costs.
(2)
Lease agreement for the HP-I floating production facility in the Phoenix Field.
(3)
Includes committed purchase orders to execute planned future drilling activities.
(4)
This table does not include our estimated discounted liability for dismantlement, abandonment and restoration costs of oil and natural gas properties of $434.0 million as of December 31, 2021. For additional information regarding these liabilities, please see Part IV, Item 15. Exhibits and Financial Statement Schedules — Note 4 — Property, Plant and Equipment. Additionally, this table does not include liabilities associated with our decommissioning obligations. For additional information regarding our decommissioning obligations, please see please see Part IV, Item 15. Exhibits and Financial Statement Schedules — Note 12 — Commitment and Contingencies.

(1)

Includes vessel commitments we will utilize for certain deep water well intervention and decommissioning activities. These commitments represent gross contractual obligations and accordingly, other joint owners in the properties operated by us will be billed for their working interest share of such costs. Includes commitments for drilling rigs and Helix’s Q4000 well intervention vessel we will utilize for certain deep water well intervention and decommissioning activities.

(2)

Lease agreement for the HP-I floating production facility in the Phoenix Field.

(3)

Includes committed purchase orders to execute planned future drilling and completion activities.

(4)

Includes seismic use agreements of $19.8 million as of December 31, 2019.

(5)

This table does not include our estimated discounted liability for dismantlement, abandonment and restoration costs of oil and natural gas properties of $369.5 million as of December 31, 2019. For additional information regarding these liabilities, please see Part IV, Item 15. Exhibits, Financial Statement Schedules — Note 4 — Property, Plant and Equipment.

Performance BondsObligations As of December 31, 2019 and 2018,2021, we had secured performance bonds from third party sureties and letters of credit issued under its Bank Credit Facility primarily related to P&A of wells and removal of facilities in the U.S. Gulf of Mexico and executing the minimum work programcertain obligations under the Mexico PSCs totaling approximately $637.3$724.4 million and $644.1$13.6 million, respectively. As of December 31, 2019 and 2018, we had $13.6 million and $14.7 million, respectively, in letters of credit issued under our Bank Credit Facility and our previous credit facility primarily for the P&A of wells and the removal of facilities.

For additional information about certain of our obligations and contingencies, see Part IV, Item 15. Exhibits and Financial Statement Schedules — Note 12 — Commitments and Contingencies.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amount of assets, liabilities, revenue and expense, and the disclosures of contingent assets and liabilities. We consider our critical accounting estimates to be those estimates that require complex or subjective judgment in the application of the accounting policy and that could significantly impact our financial results based on changes in those judgments. Changes in facts and circumstances may result in revised estimates and actual results may differ materially from those estimates. Our management has identified the following critical accounting estimates. Our significant accounting policies that have been implemented or changed since December 31, 2017 are described in Part IV, Item 15. Exhibits and Financial Statement Schedules — Note 2 — Summary of Significant Accounting Policies.

Oil and Natural Gas Properties The Company follows the full cost method of accounting for oil and natural gas exploration and development activities. Under the full cost method, substantially all costs incurred in connection with the acquisition, development and exploration of oil and natural gas reserves are capitalized. These capitalized amounts include the internal costs directly related to acquisition, development and exploration activities, asset retirement costs and capitalized interest. Under the full cost method, dry hole costs and geological and geophysical costs are capitalized into the full cost pool, which is subject to amortization and assessed for impairment on a quarterly basis through a ceiling test calculation as discussed below.

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Table of Contents

Capitalized costs associated with proved reserves are amortized on a country by countrycountry-by-country basis over the life of the total proved reserves using the unit of production method, computed quarterly. Conversely, capitalized costs associated with unproved properties and related geological and geophysical costs, exploration wells currently drilling and capitalized interest are initially excluded from the amortizable base. The Company transfers unproved property costs into the amortizable base when properties are determined to have proved reserves or when the Company has completed an unproved properties evaluation resulting in an impairment. The Company evaluates each of these unproved properties individually for impairment at least quarterly. Additionally, the amortizable base includes future development costs, dismantlement, restoration and abandonment costs, net of estimated salvage values, and geological and geophysical costs incurred that cannot be associated with specific unproved properties or prospects in which the Company owns a direct interest. The Company capitalizes overhead costs that are directly related to exploration, acquisition and development activities. Capitalized overhead for the years ended December 31, 2019, 2018 and 2017 was $28.2 million, $21.9 million and $13.7 million, respectively.

The Company’s capitalized costs are limited to a ceiling based on the present value of future net revenues from proved reserves, computed using a discount factor of 10 percent,10%, plus the lower of cost or estimated fair value of unproved oil and natural gas properties not being amortized less the related tax effects. Any costs in excess of the ceiling for U.S. oil and gas properties are recognized as a non-cash impairment expense“Write-down of oil and natural gas properties” on the consolidated statementsConsolidated Statements of operationsOperations and an increase to accumulated“Accumulated depreciation, depletion and amortizationamortization” on the Company’s consolidated balance sheets.Consolidated Balance Sheets. The expense may not be reversed in future periods, even though higher oil, natural gas and NGL prices may subsequently increase the ceiling. The Company performs this ceiling test calculation each quarter. In accordance with the SEC rules and regulations, the Company utilizes SEC Pricing when performing the ceiling test. The Company also holds prices and costs constant over the life of the reserves, even though actual prices and costs of oil and natural gas are often volatile and may change from period to period.

Under the full cost method of accounting for oil and natural gas operations, assets whose costs are currently being depreciated, depleted or amortized are assets in use in the earnings activities of the enterprise and do not qualify for capitalization of interest cost. Investments in unproved properties for which exploration and development activities are in progress and other major development projects that are not being currently depreciated, depleted or amortized are assets qualifying for capitalization of interest costs.

When the Company sells or conveys interests in oil and natural gas properties, the Company reduces its oil and natural gas reserves for the amount attributable to the sold or conveyed interest. The Company treats sales proceeds on non-significant sales as reductions to the cost of the Company’s oil and natural gas properties. The Company does not recognize a gain or loss on sales of oil and natural gas properties, unless those sales would significantly alter the relationship between capitalized costs and proved reserves.

Proved Reserve Estimates We estimate our proved oil, natural gas and NGL reserves in accordance with the guidelines established by the SEC. Proved oil, natural gas and NGL reserves are those quantities of oil, natural gas and NGLs, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible in future periods from known reservoirs and under existing economic conditions, operating methods and governmental regulations. Prices are determined using SEC pricing.

Our estimates of proved reserves are made using available geological and reservoir data, as well as production performance data. The estimates of proved reserves are reviewed annually by internal reservoir engineers and revised, either upward or downward, as warranted by additional data. Revisions are necessary due to changes in, among other things, reservoir performance, prices, economic conditions and governmental restrictions. Decreases in price, for example, may cause a reduction in some proved reserves due to reaching economic limits at an earlier projected date. A material adverse change in the estimated volumes of proved reserves could have a negative impact on depreciation, depletion and amortization or could result in property impairments.

Fair Value Measure of Financial Instruments Our financial instruments generally consisted of cash and cash equivalents, restricted cash, accounts receivable, commodity derivatives, accounts payable and debt as of December 31, 2019.2021. The carrying amount of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximates fair value due to the highly liquid nature of these instruments.

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Fair value accounting standards define fair value, establish a consistent framework for measuring fair value and stipulate the related disclosure requirements for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. These standards also clarify fair value as an exit price, presenting the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants. We follow a three-level hierarchy, prioritizing and defining the types of inputs used to measure fair value depending on the degree to which they are observable as follows:

Level 1Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial statement.

Level 3Inputs to the valuation methodology are unobservable (little or no market data), which require us to develop our own assumptions, and are significant to the fair value measurement.

Assets and liabilities measured at fair value are based on one or more of three valuation techniques. The valuation techniques are as follows:

Market ApproachPrices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

Cost ApproachAmount that would be required to replace the service capacity of an asset (replacement cost).

Income ApproachTechniques to convert expected future cash flows to a single present value amount based on market expectations (including present value techniques, option-pricing and excess earnings models).

Authoritative guidance on financial instruments requires certain fair value disclosures to be presented. The estimated fair value amounts have been determined using available market information and valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value. The use of different assumptions or valuation methodologies may have a material effect on the estimated fair value amounts.

Asset Retirement Obligations The Company has obligations associated with the retirement of its oil and natural gas wells and related infrastructure. The Company has obligations to plug wells when production on those wells is exhausted, when the Company no longer plans to use them or when the Company abandons them. The Company accrues a liability with respect to these obligations based on its estimate of the timing and amount to replace, remove or retire the associated assets.

In estimating the liability associated with its asset retirement obligations, the Company utilizes several assumptions, including a credit-adjusted risk-free interest rate, estimated costs of decommissioning services, estimated timing of when the work will be performed and a projected inflation rate. Changes in estimate in the table below represent changes to the expected amount and timing of payments to settle its asset retirement obligations. Typically, these changes result from obtaining new information about the timing of its obligations to plug and abandon oil and natural gas wells and the costs to do so. After initial recording, the liability is increased for the passage of time, with the increase being reflected as accretion expense in“Accretion expense” on the Company’s consolidated statementsConsolidated Statements of operations.Operations. If the Company incurs an amount different from the amount accrued for decommissioningasset retirement obligations, the Company recognizes the difference as an adjustment to proved properties.

Revenue Recognition and Imbalances and Production Handling Fees With the adoption of Accounting Standards Codification (“ASC”) 606 in 2018, revenuesRevenues are recorded based from the sale of oil, natural gas and NGLs based on quantities of production sold to purchasers under short-term contracts (less than twelve months) at market prices when delivery to the customer has occurred, title has transferred, prices are fixed and determinable and collection is reasonably assured. This occurs when production has been delivered to a pipeline or when a barge lifting has occurred.

7883


Prior to the adoption in 2018, we used the entitlement method to account for sales and production. Under the entitlement method, revenue was recorded based on our entitled shareTable of production with any difference recorded as an imbalance on the consolidated balance sheet. Upon the adoption of ASC 606 in 2018, revenuesContents

Revenues are recorded based on the actual sales volumes sold to purchasers. An imbalance receivable or payable is recorded only to the extent the imbalance is in excess of its share of remaining proved developed reserves in an underlying property. The change in accounting method from the entitlements method to the sales method resulted in an immaterial cumulative-effect adjustment to members’ deficit on the date of adoption. Our imbalances are recordedpresented gross on our consolidated balance sheets.Consolidated Balance Sheets. At December 31, 2019,2021 and 2020, our imbalance receivable was approximately $1.7 million and imbalance payable was approximately $3.6 million. At December 31, 2018, our imbalance receivable was approximately $1.7 million, respectively, and imbalance payable was approximately $2.5 million.million and $3.6 million, respectively.

Prior to the adoption in 2018, we presented certain reimbursements for costs from certain third parties as other revenue on the consolidated statements of operations. Upon the adoption of ASC 606 in 2018, the reimbursements are presented as a reduction of lease operating expense on the consolidated statements of operations. The impact of the reclassification for the year ended December 31, 2019 was immaterial.

Income Taxes Our provision for income taxes includes U.S. state and federal and foreign taxes. We record our federal income taxes in accordance with accounting for income taxes under GAAP which results in the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that the related tax benefits will not be realized. As of December 31, 2019,2021, we believe it is more likely than not that some or all of the benefits from our federal and state deferred tax assetassets will not be realized and therefore recorded asreduced the net federal and state deferred tax assets by a full-release in our federal valuation allowance and as a significant portion of our state valuation allowance. We maintain a valuation allowance on most of our Mexico deferred tax assets.

We apply significant judgment in evaluating our tax positions and estimating our provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The actual outcome of these future tax consequences could differ significantly from our estimates, which could impact our financial position, results of operations and cash flows.

We also account for uncertainty in income taxes recognized in the financial statements in accordance with GAAP by prescribing a recognition threshold and measurement attribute for a tax position taken or expected to be taken in a tax return. Authoritative guidance for accounting for uncertainty in income taxes requires that we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority.

Recently Adopted Accounting Standards

See Part IV, Item 15. Exhibits, Financial Statement SchedulesNone.Note 1 — Formation and Basis of Presentation to the consolidated financial statements included elsewhere in this report for our Recently Adopted Accounting Standards.

Recently Issued Accounting Standards

See Part IV, Item 15. Exhibits, Financial Statement SchedulesNote 1 — Formation and Basis of Presentation to the consolidated financial statements included elsewhere in this report for Recently Issued Accounting Standards applicableThere were no recently issued accounting standards material to us.

79


Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are currently exposed to market risk in two areas: commodity prices and, to a lesser extent, interest rate risk. Our risk management activities involve the use of derivative financial instruments to mitigate the impact of market price risk exposures primarily related to our oil and natural gas production. We are subject to a minimum hedging requirement under our Bank Credit Facility for each calendar month on a six-full fiscal quarter rolling basis. For any quarter occurring during the first four forward fiscal quarters, we are required to hedge a minimum of 60% of our reasonably anticipated projected production from proved developed producing reserves from the semi-annual reserves report delivered to the administrative agent of our Bank Credit Facility, adjusted to 45% in July and November and 30% in August, September and October. For the fifth and sixth forward fiscal quarters, we are required to hedge a minimum of 30%, adjusted to 20% in August, September and October. Our Hedging Policy permits us to hedge more than the minimum thresholds established by the Bank Credit Facility plus an additional two fiscal quarters with the minimum set at 25% and reduced in the same proportions applicable under the Bank Credit Facility for hurricane months (July to November). All derivatives are recorded on the consolidated balance sheetConsolidated Balance Sheets at fair value with settlements of such contracts and changes in the unrealized fair value recorded as price“Price risk management activities income (expense) on the consolidated statementsConsolidated Statements of operationsOperations in each period.

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Commodity Price Risks

Oil and natural gas prices can fluctuate significantly and have a direct impact on our revenues, earnings and cash flow. During year ended December 31, 2019,2021, our average oil price realizations after the effect of derivatives increased 4%5% to $59.23$49.67 per Bbl from $57.12$47.36 per Bbl in the comparable 20182020 period. Our average natural gas price realizations after the effect of derivatives decreased 19%increased 56% during the year ended December 31, 20192021 to $2.55$3.11 per Mcf from $3.16$2.00 per Mcf in the comparable 20182020 period.

Price Risk Management Activities

We have attempted to mitigate commodity price risk and stabilize cash flows associated with our forecasted sales of oil and natural gas production through the use of oil and natural gas swaps. These contracts will impact our earnings as the fair value of these derivatives changes. Our derivatives will not mitigate all of the commodity price risks of our forecasted sales of oil and natural gas production and, as a result, we will be subject to commodity price risks on our remaining forecasted production.

We had commodity derivative instruments in place to reduce the price risk associated with future production of 9,63811,310 MBbls of crude oil and 5,93521,827 MMBtu of natural gas at December 31, 2019,2021, with a net derivative liability position of $11.6$196.7 million. For additional information regarding our commodity derivative instruments, see Part IV, Item 15. Exhibits and Financial Statement Schedules —Note 6 — Financial Instruments, included elsewhere in this report.Annual Report. The table below presents the hypothetical sensitivity of our commodity price risk management activities to changes in fair values arising from immediate selected potential changes in oil and natural gas prices at December 31, 20192021 (in thousands):

 

 

 

Oil and Natural Gas Derivatives

 

 

 

 

Ten Percent Increase

 

Ten Percent Decrease

 

 

Fair Value

 

Fair Value

 

Change

 

Fair Value

 

Change

 

Price impact(1)

$

(196,727

)

$

(283,824

)

$

(87,097

)

$

(109,630

)

$

87,097

 

 

 

 

 

 

 

Oil and Natural Gas Derivatives

 

 

 

 

 

 

 

10 Percent Increase

 

 

10 Percent Decrease

 

 

 

Fair Value

 

 

Fair Value

 

 

Change

 

 

Fair Value

 

 

Change

 

Price impact(1)

 

$

(11,594

)

 

$

37,008

 

 

$

48,602

 

 

$

(60,691

)

 

$

(49,097

)

(1)
Presents the hypothetical sensitivity of our commodity price risk management activities to changes in fair values arising from changes in oil and natural gas prices.

(1)

Presents the hypothetical sensitivity of our commodity price risk management activities to changes in fair values arising from changes in oil and natural gas prices.

Variable Interest Rate Risks

We had total debt outstanding of $733.0$1,031.1 million at December 31, 2019, net of2021, before unamortized original issue discount and deferred financing costs. Of this, $389.9$656.1 million aggregate principal was from our 11.00%12.00% Notes and 7.50% Notes, which bear interest at fixed rates. The remaining $343.1$375.0 million is from outstanding borrowings under our Bank Credit Facility with variable interest rates. We are subject to the risk of changes in interest rates under our Bank Credit Facility. In addition, the terms of our Bank Credit Facility require us to pay higher interest rates as we utilize a larger percentage of our available borrowing base. We manage our interest rate exposure by maintaining a combination of fixed and variable rate debt and monitoring the effect of market changes in interest rates. We believe our interest rate risk exposure is partially mitigated as a result of fixed interest rates on 53%64% of our debt. The all-in interest rate on our variable rate debt at December 31, 20192021 was 4.79%3.5%, which includes a spread of 3.25% based on the utilization rate of our Bank Credit Facility, and a London Interbank Offered Rate (“LIBOR”) of 0.25%. A 10% change in the interestLIBOR rate on this variable rate debt balance at December 31, 20192021 would change interest expense for the year ended December 31, 20192021 by approximately $0.6$0.1 million. For additional information regarding the borrowing base utilization percentage associated with our Bank Credit Facility, see Part IV, Item 15. Exhibits and Financial Statement Schedules — Note 7 — Debt, included elsewhere in this Annual Report.

80


Item 8. Financial Statements and Supplementary Data

See the Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm as of December 31, 20192021 and 20182020 and for the years ended December 31, 2019, 20182021, 2020 and 2017,2019, included in Part IV, Item 15. Exhibits and Financial Statements Schedules.Schedules.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

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Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Exchange Act)as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our chief executive officer and chief financial officer have concluded that as of December 31, 2019,2021, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of SEC, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on the assessment, management has concluded that its internal control over financial reporting was effective as of December 31, 20192021 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report with respect to our internal control over financial reporting, which is included in this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting identified in management's evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the fourth quarter of 20192021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

81Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection

Not applicable.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.Governance

The information required by this item is incorporated by reference to our Proxy Statement for the 20202022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2019.2021.

Our board of directors has adopted a Code of Business Conduct and Ethics applicable to all officers, directors and employees, which is available on our website (www.talosenergy.com) under “Corporate Governance and Board Committees.Responsibility.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on the website address and location specified above.

Item 11. Executive Compensation

The information required by this item is incorporated by reference to our Proxy Statement for the 20202022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2019.2021.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this item is incorporated by reference to our Proxy Statement for the 20202022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2019.2021.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated by reference to our Proxy Statement for the 20202022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2019.2021.

Item 14. Principal Accounting Fees and Services

The information required by this item is incorporated by reference to our Proxy Statement for the 20202022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2019.2021.

8287


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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)
The following documents are filed as part of this Annual Report:
(1)
Financial Statements:

(a)   1

Financial Statements

Refer to the Index to Consolidated Financial Statements on page F-1 for a list of all financial statements filed as part of this Annual Report on Form 10-K.

(2)
Financial Statement Schedules:

(a)   2

Financial Statement Schedules

Financial statement schedules have been omitted because they are either not material, not required, not applicable or the information required to be presented is included in our Consolidated Financial Statements and related notes.

(3)
Exhibits:

(a)   3Exhibit

Number

Exhibits:

Exhibit

Number

Description

   2.1#

Transaction Agreement, dated as of November 21, 2017, by and among Stone Energy Corporation, Sailfish Energy Holdings Corporation, Sailfish Merger Sub Corporation, Talos Energy LLC and Talos Production LLC (incorporated by reference to Exhibit 2.1 to Talos Energy Inc.’s Form 8-K12B filed with the SEC on May 16, 2018).

   2.2#

Purchase and Sale Agreement, dated as of December 10, 2019, by and among Talos Energy Inc., Talos Production Inc. and ILX Holdings, LLC (incorporated by reference to Exhibit 2.1 to Talos Energy Inc.’s Form 8-K (File No. 001-38497) filed with the SEC on December 16, 2019).

   2.3

Amendment to Purchase and Sale Agreement, dated as of February 24, 2020, by and among Talos Energy Inc., Talos Production Inc. and ILX Holdings LLC (incorporated by reference to Exhibit 2.2 to Talos Energy Inc.’s Form 8-K (File No. 001-38497) filed with the SEC on February 25, 2020).

   2.4#

Purchase and Sale Agreement, dated as of December 10, 2019, by and among Talos Energy Inc., Talos Production Inc. and ILX Holdings II, LLC (incorporated by reference to Exhibit 2.2 to Talos Energy Inc.’s Form 8-K (File No. 001-38497) filed with the SEC on December 16, 2019).

   2.5

Amendment to Purchase and Sale Agreement, dated as of February 24, 2020, by and among Talos Energy Inc., Talos Production Inc. and ILX Holdings II LLC (incorporated by reference to Exhibit 2.4 to Talos Energy Inc.’s Form 8-K (File No. 001-38497) filed with the SEC on February 25, 2020).

   2.6#

Purchase and Sale Agreement, dated as of December 10, 2019, by and among Talos Energy Inc., Talos Production Inc. and ILX Holdings III LLC (incorporated by reference to Exhibit 2.3 to Talos Energy Inc.’s Form 8-K (File No. 001-38497) filed with the SEC on December 16, 2019).

   2.7

Amendment to Purchase and Sale Agreement, dated as of February 24, 2020, by and among Talos Energy Inc., Talos Production Inc. and ILX Holdings III LLC (incorporated by reference to Exhibit 2.6 to Talos Energy Inc.’s Form 8-K (File No. 001-38497) filed with the SEC on February 25, 2020).

   2.8#

Purchase and Sale Agreement, dated as of December 10, 2019, by and among Talos Energy Inc., Talos Production Inc. and Castex Energy 2014, LLC (incorporated by reference to Exhibit 2.4 to Talos Energy Inc.’s Form 8-K (File No. 001-38497) filed with the SEC on December 16, 2019).

   2.9

Amendment to Purchase and Sale Agreement, dated as of February 24, 2020, by and among Talos Energy Inc., Talos Production Inc. and Castex Energy 2014, LLC (incorporated by reference to Exhibit 2.8 to Talos Energy Inc.’s Form 8-K (File No. 001-38497) filed with the SEC on February 25, 2020).

   2.10#

Purchase and Sale Agreement, dated as of December 10, 2019, by and among Talos Energy Inc., Talos Production Inc. and Castex Energy 2016, LP (incorporated by reference to Exhibit 2.5 to Talos Energy Inc.’s Form 8-K (File No. 001-38497) filed with the SEC on December 16, 2019).

83


Exhibit

Number

Description

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Table of Contents

   3.1

  3.1

Amended and Restated Certificate of Incorporation of Talos Energy Inc. (incorporated by reference to Exhibit 3.1 to Talos Energy Inc.’s Form 8-K12B filed with the SEC on May 16, 2018).

   3.2

Amended and Restated Bylaws of Talos Energy Inc. (incorporated by reference to Exhibit 3.2 to Talos Energy Inc.’s Form 8-K12B filed with the SEC on May 16, 2018).

   3.3

Certificate of Designation, dated as of February 27, 2020 (incorporated by reference to Exhibit 3.1 to Talos Energy Inc.’s Form 8-K (File No. 001-38497) filed with the SEC on March 2, 2020).

   4.1

Form of Stock Certificate for Common Stock of Talos Energy Inc. (incorporated by reference to Exhibit 4.2 to Talos Energy Inc.’s Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-222341) filed with the SEC on February 9, 2018).

   4.2

Indenture, dated as of May 10, 2018,January 4, 2021, by and among Talos Production LLC, Talos Production Finance, Inc., the subsidiary guarantors party theretoGuarantors named therein and Wilmington Trust, National Association, as trustee and as collateral agent (incorporated by reference to Exhibit 4.54.1 to Talos Energy Inc.’s Form 8-K12B8-K (File No. 001-38497) filed with the SEC on May 16, 2018)January 8, 2021).

 

   4.3

  4.3

First Supplemental Indenture, No. 1, dated as of September 12, 2018,January 14, 2021, by and among Talos Production LLC, Talos Production Finance, Inc., Talos Energy Inc.the Guarantors named therein and Wilmington Trust, National Association, as trustee and as collateral agent.agent (incorporated by reference to Exhibit 4.24.3 to Talos Energy Inc.’s Registration Statement on Form S-48-K (File No. 333-227362)001-38497) filed with the SEC on SeptemberJanuary 14, 2018)2021).

.

   4.4

Form of 12.00% Second-Priority Senior Secured Note due 2026 (included as Exhibit A to Exhibit 4.6 hereto) (incorporated by reference to Exhibit 4.1 to Talos Energy Inc.’s Form 8-K (File No. 001-38497) filed with the SEC on January 8, 2021).

  4.4

   4.5

Registration Rights Agreement, dated as of May 10, 2018,January 4, 2021, by and among Talos Production LLC, Talos Production Finance, Inc., the subsidiary guarantorsGuarantors named therein and eachJ.P. Morgan Securities LLC, as representative of the holders set forth oninitial purchasers of the signature pages thereto2026 Notes (incorporated by reference to Exhibit 4.64.3 to Talos Energy Inc.’s Form 8-K12B8-K (File No. 001-38497) filed with the SEC on May 16, 2018)January 8, 2021).

.

   4.6

Registration Rights Agreement, dated as of January 14, 2021, by and among Talos Production Inc., the Guarantors named therein and J.P. Morgan Securities LLC, as representative of the initial purchasers of the 2026 Notes (incorporated by reference to Exhibit 4.4 to Talos Energy Inc.’s Form 8-K (File No. 001-38497) filed with the SEC on January 14, 2021).

  4.5

Form of 11.00% Second-Priority Senior Secured Note due 2022 (included in Exhibit 4.2).

   4.7

  4.6

Stockholders’ Agreement, dated as of May 10, 2018, by and among Talos Energy Inc. and each of the other parties set forth on the signature pages thereto (incorporated by reference to Exhibit 4.1 to Talos Energy Inc.’s Form 8-K12B filed with the SEC on May 16, 2018).

  4.7   4.8

Stockholders’ Agreement Amendment, dated as of February 24, 2020, by and among Talos Energy Inc. and each of the other parties set forth on the signature pages thereto (incorporated by reference to Exhibit 4.2 to Talos Energy Inc.’s Form 8-K (File No. 001-38497) filed with the SEC on February 25, 2020).

  4.8   4.9

Registration Rights Agreement, dated as of May 10, 2018, by and among Talos Energy Inc. and each of the other parties set forth on the signature pages thereto (incorporated by reference to Exhibit 4.2 to Talos Energy Inc.’s Form 8-K12B filed with the SEC on May 16, 2018).

  4.9   4.10

Registration Rights Agreement Amendment, dated as of February 28, 2020, by and among Talos Energy Inc. and each of the other parties set forth on the signature pages thereto (incorporated by reference to Exhibit 4.2 to Talos Energy Inc.’s Form 8-K (File No. 001-38497) filed with the SEC on March 2, 2020).

  4.10

Warrant Agreement, dated as of February 28, 2017, by and among Stone Energy Corporation, Computershare Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.3 to Talos Energy Inc.’s Form 8-K12B filed with the SEC on May 16, 2018).

   4.11

  4.11

Amendment No. 1 to Warrant Agreement, dated as of May 10, 2018, by and among Talos Energy Inc., Stone Energy Corporation, Computershare Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.4 to Talos Energy Inc.’s Form 8-K12B filed with the SEC on May 16, 2018).

84


Exhibit

Number

Description

  4.12*

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.1934 (incorporated by reference to Exhibit 4.12 to Talos Energy Inc.’s Form 10-K (File No. 001-38497) filed with the SEC on March 12, 2020).

10.1

Credit Agreement, dated as of May 10, 2018, by and among Talos Production LLC, as borrower, Talos Energy Inc., as holdings, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders named therein (incorporated by reference to Exhibit 10.2 to Talos Energy Inc.’s Form 8-K12B/A filed with the SEC on July 18, 2018).

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Table of Contents

10.2

Intercreditor Agreement, dated as of May 10, 2018, between JPMorgan Chase Bank, N.A., as First Lien Agent, and Wilmington Trust, National Association, as Second Lien Agent (incorporated by reference to Exhibit 10.3 to Talos Energy Inc.’s Form 8-K12B filed with the SEC on May 16, 2018).

10.3†

Separation and Release Agreement, dated as of January 22, 2020, between Stephen E. Heitzman and Talos Energy Operating Company LLC (incorporated by reference to Exhibit 10.1 to Talos Energy Inc.’s Form 8-K (File No. 001-38497) filed with the SEC on January 23, 2020).

10.4†

Transition, Separation and Release Agreement between Michael L. Harding II and Talos Energy Operating Company LLC, dated as of June 18, 2019 (incorporated by reference to Exhibit 10.1 to Talos Energy Inc.’s Form 8-K filed with the SEC on June 19, 2019).

  10.3†

10.5†

Offer Letter between Talos Energy Inc. and Shannon Young, dated as of April 13, 2019 (incorporated by reference to Exhibit 10.1 to Talos Energy Inc.’s Form 8-K filed with the SEC on April 24, 2019).

10.6†  10.4†

Offer Letter between Talos Energy Inc. and Robert D. Abendschein, dated as of December 26, 2019 (incorporated by reference to Exhibit 10.2 to Talos Energy Inc.’s Form 8-K (File No. 001-38497) filed with the SEC on January 23, 2020).

10.7†  10.5†

Employment Agreement, dated as of February 3, 2012, by and between Talos Energy Operating Company LLC and Timothy S. Duncan (incorporated by reference to Exhibit 10.10 to Talos Energy Inc.’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-222341) filed with the SEC on March 30, 2018).

10.8†

Employment Agreement, dated as of February 3, 2012, by and between Talos Energy Operating Company LLC and Stephen E. Heitzman (incorporated by reference to Exhibit 10.11 to Talos Energy Inc.’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-222341) filed with the SEC on March 30, 2018).

  10.6†

10.9†

Employment Agreement, dated as of February 3, 2012, by and between Talos Energy Operating Company LLC and John A. Parker (incorporated by reference to Exhibit 10.12 to Talos Energy Inc.’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-222341) filed with the SEC on March 30, 2018).

10.10†

Employment Agreement, dated as of March 14, 2016, by and between Talos Energy Operating Company LLC and Michael L. Harding II (incorporated by reference to Exhibit 10.13 to Talos Energy Inc.’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-222341) filed with the SEC on March 30, 2018).

  10.7†

10.11†

Employment Agreement, dated as of August 30, 2013, by and between Talos Energy Operating Company LLC and William S. Moss III (incorporated by reference to Exhibit 10.14 to Talos Energy Inc.’s Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-222341) filed with the SEC on March 30, 2018).

10.12†  10.8†

Talos Energy Inc. Long Term Incentive Plan (incorporated by reference to Exhibit 10.4 to Talos Energy Inc.’s Form 8-K12B filed with the SEC on May 16, 2018).

85


Exhibit

Number

Description

10.13

Voting Agreement, dated as of November 21, 2017, by and among Talos Energy LLC, Stone Energy Corporation, Franklin Advisers, Inc., as investment manager on behalf of the company stockholders listed therein and, solely for purposes of Section 11, Franklin Advisers, Inc., as investment manager on behalf of JNL/Franklin Templeton Income Fund and FT Opportunistic Destressed Fund, LTD. (incorporated by reference to Exhibit 10.1 to Talos Energy Inc.’s Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-222341) filed with the SEC on February 9, 2018).

  10.9†

10.14

Voting Agreement, dated as of November 21, 2017, by and among Talos Energy LLC, Stone Energy Corporation and MacKay Shields LLC, in its capacity as investment manager on behalf of certain of its clients and, to the extent expressly set forth therein, in its individual capacityInc. 2021 Long Term Incentive Plan (incorporated by reference to Exhibit 10.2 to Talos Energy Inc.’s Amendment No. 1 to the Registration Statement on Form S-410-Q (File No. 333-222341)001-38497) filed with the SEC on February 9, 2018)May 6, 2021).

.

  10.10

10.15

Support Agreement, dated as of November 21, 2017, by and among Stone Energy Corporation, Sailfish Energy Holdings Corporation, Apollo Management VII, L.P., Apollo Commodities Management, L.P., with respect to Series I, and Riverstone Energy Partners V, L.P. (incorporated by reference to Exhibit 10.3 to Talos Energy Inc.’s Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-222341) filed with the SEC on February 9, 2018).

10.16  10.11

Exchange Agreement, dated as of November 21, 2017, by and among Talos Production LLC, Talos Production Finance Inc., Stone Energy Corporation, Sailfish Energy Holdings Corporation and the lenders and noteholders listed on the schedules thereto (incorporated by reference to Exhibit 10.1 to Talos Energy Inc.’s Form 8-K12B filed with the SEC on May 16, 2018).

10.17  10.12

Contract for the Exploration and Extraction of Hydrocarbons under Production Sharing Modality (Contract Area 2), dated as of September 4, 2015, by and among the National Hydrocarbons Commission, Sierra O&G Exploración y Producción, S. de R.L. de C.V., Talos Energy Offshore México 2, S. de R.L. de C.V. and Premier Oil Exploration and Production Mexico, S.A. de C.V. (incorporated by reference to Exhibit 10.8 to Talos Energy Inc.’s Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-222341) filed with the SEC on March 15, 2018).

10.18

Contract for the Exploration and Extraction of Hydrocarbons under Production Sharing Modality (Contract Area 7), dated as of September 4, 2015, by and among the National Hydrocarbons Commission, Sierra O&G Exploración y Producción, S. de R.L. de C.V., Talos Energy Offshore México 7, S. de R.L. de C.V. and Premier Oil Exploration and Production Mexico, S.A. de C.V. (incorporated by reference to Exhibit 10.9 to Talos Energy Inc.’s Amendment No. 4 to the Registration Statement on Form S-4 (File No. 333-222341) filed with the SEC on April 4, 2018).

10.19†  10.13†

Indemnification Agreement (Timothy S. Duncan) (incorporated by reference to Exhibit 10.5 to Talos Energy Inc.’s Form 8-K12B filed with the SEC on May 16, 2018).

10.20†  10.14†

Indemnification Agreement (Stephen E. Heitzman) (incorporated by reference to Exhibit 10.6 to Talos Energy Inc.’s Form 8-K12B filed with the SEC on May 16, 2018).

10.21†  10.15†

Indemnification Agreement (John A. Parker) (incorporated by reference to Exhibit 10.7 to Talos Energy Inc.’s Form 8-K12B filed with the SEC on May 16, 2018).

10.22†  10.16†

Indemnification Agreement (Michael L. Harding II) (incorporated by reference to Exhibit 10.8 to Talos Energy Inc.’s Form 8-K12B filed with the SEC on May 16, 2018).

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Table of Contents

10.23†  10.17†

Indemnification Agreement (William S. Moss III) (incorporated by reference to Exhibit 10.9 to Talos Energy Inc.’s Form 8-K12B filed with the SEC on May 16, 2018).

10.24†  10.18†

Indemnification Agreement (Olivia C. Wassenaar) (incorporated by reference to Exhibit 10.1 to Talos Energy Inc.’s Form 8-K filed with the SEC on November 23, 2018).

10.25†  10.19†

Indemnification Agreement (Christine Hommes) (incorporated by reference to Exhibit 10.11 to Talos Energy Inc.’s Form 8-K12B filed with the SEC on May 16, 2018).

86


Exhibit

Number

Description

10.26†  10.20†

Indemnification Agreement (Robert M. Tichio) (incorporated by reference to Exhibit 10.12 to Talos Energy Inc.’s Form 8-K12B filed with the SEC on May 16, 2018).

10.27†  10.21†

Indemnification Agreement (Neal P. Goldman) (incorporated by reference to Exhibit 10.14 to Talos Energy Inc.’s Form 8-K12B filed with the SEC on May 16, 2018).

10.28†  10.22†

Indemnification Agreement (John “Brad” Juneau) (incorporated by reference to Exhibit 10.15 to Talos Energy Inc.’s Form 8-K12B filed with the SEC on May 16, 2018).

10.29†  10.23†

Indemnification Agreement (James M. Trimble) (incorporated by reference to Exhibit 10.16 to Talos Energy Inc.’s Form 8-K12B filed with the SEC on May 16, 2018).

10.30†  10.24†

Indemnification Agreement (Charles M. Sledge) (incorporated by reference to Exhibit 10.17 to Talos Energy Inc.’s Form 8-K12B filed with the SEC on May 16, 2018).

10.31†  10.25†

Indemnification Agreement (Donald R. Kendall, Jr.) (incorporated by reference to Exhibit 10.18 to Talos Energy Inc.’s Form 8-K12B filed with the SEC on May 16, 2018).

10.32†  10.26†

Indemnification Agreement (Rajen Mahagaokar) (incorporated by reference to Exhibit 10.19 to Talos Energy Inc.’s Form 8-K12B filed with the SEC on May 16, 2018).

10.33†  10.27†*

Indemnification Agreement (Paula R. Glover).

  10.28†

Indemnification Agreement (Shannon E. Young III), effective as of May 16, 2019 (incorporated by reference to Exhibit 10.2 to Talos Energy Inc.’s Form 8-K filed with the SEC on April 24, 2019).

10.34†  10.29†

Indemnification Agreement (Robert D. Abendschein) (incorporated by reference to Exhibit 10.3 to Talos Energy Inc.’s Form 8-K filed with the SEC on January 23, 2020).

10.35†  10.30†

Form of Restricted Stock Unit Grant Notice and Restricted Stock Agreement (Directors) (incorporated by reference to Exhibit 10.20 to Talos Energy Inc.’s Form 10-Q filed with the SEC on August 9, 2018).

10.36†  10.31†

Form of Talos Energy Inc. Long Term Incentive Plan Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Directors) (incorporated by reference to Exhibit 10.1 to Talos Energy Inc.’s Form 10-Q (File No. 001-38497) filed with the SEC on May 6, 2021).

  10.32†

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Executives) (incorporated by reference to Exhibit 10.32 to Talos Energy Inc.’s Registration Statement on Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018)

10.37†  10.33†

Form of Performance Share Unit Grant Notice and Performance Share Unit Agreement (Executives) (incorporated by reference to Exhibit 10.33 to Talos Energy Inc.’s Registration Statement on Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

10.38†  10.34†

Form of Talos Energy Inc. 2021 Long Term Incentive Plan Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Executives) (incorporated by reference to Exhibit 10.3 to Talos Energy Inc.’s Form 10-Q (File No. 001-38497) filed with the SEC on May 6, 2021).

  10.35†

Form of Talos Energy Inc. 2021 Long Term Incentive Plan Performance Share Unit Grant Notice and Performance Share Unit Agreement (Executives) (incorporated by reference to Exhibit 10.4 to Talos Energy Inc.’s Form 10-Q (File No. 001-38497) filed with the SEC on May 6, 2021).

91


Table of Contents

  10.36†

Form of Talos Energy Inc. 2021 Long Term Incentive Plan Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Directors) (incorporated by reference to Exhibit 10.1 to Talos Energy Inc.’s Form 10-Q (File No. 001-38497) filed with the SEC on November 3, 2021).

  10.37†

Talos Energy Operating Company LLC Executive Severance Plan (incorporated by reference to Exhibit 10.1 to Talos Energy Inc.’s Form 8-K filed with the SEC on September 5, 2018).

10.39†  10.38†

Form of Participation Agreement pursuant to the Talos Energy Operating Company LLC Executive Severance Plan (incorporated by reference to Exhibit 10.2 to Talos Energy Inc.’s Form 8-K filed with the SEC on September 5, 2018).

10.40  10.39†

First Amendment Agreement to the Contract for the Exploration and Extraction of Hydrocarbons in the Form of Shared Production, dated as of August 8, 2018, between the National Hydrocarbons Commission and Talos Energy Offshore México 2, S. de R.L. de C.V., Premier Oil ExplorationOperating Company LLC Amended and Production México, S.A. de C.V., and Sierra Blanca P&D, S. de R.L. de C.V.Restated Executive Severance Plan (incorporated by reference to Exhibit 10.3410.1 to Talos Energy Inc.’s Form 10-K8-K (File No. 01-38497)001-38497) filed with the SEC on March 13, 2019)2, 2020).

10.41  10.40†

Second Amendment Agreement to the Contract for the Exploration and Extraction of Hydrocarbons in the Form of Shared Production, dated as of December 20, 2018, between the National Hydrocarbons Commission and Hokchi Energy, S.A. de C.V., Sierra Blanca P&D, S. de R.L. de C.V.,Participation Agreement pursuant to Talos Energy Offshore México 2, S. de R.L. de C.V.,Operating Company LLC Amended and Premier Oil Exploration and Production México, S.A. de C.V.Restated Executive Severance Plan (incorporated by reference to Exhibit 10.3510.2 to Talos Energy Inc.’s Form 10-K8-K (File No. 01-38497)001-38497) filed with the SEC on March 13, 2019)October 26, 2020).

87


Exhibit

Number

Description

  10.41

10.42

Joinder, First Amendment to Credit Agreement, and Borrowing Base Reaffirmation Agreement, dated as of July 3, 2019, by and among Talos Energy Inc., as holdings, Talos Production LLC, as borrower, each other credit party, JPMorgan Chase Bank, N.A., as administrative agent, each issuing bank, the swingline lender, and the lenders (including the new lenders) party thereto (incorporated by reference to Exhibit 10.1 to Talos Energy Inc.’s Form 8-K filed with the SEC on July 10, 2019).

10.43  10.42

Joinder, Commitment Increase Agreement, Second Amendment to Credit Agreement, Borrowing Base Redetermination Agreement, and Amendment to Other Credit Documents, dated as of December 10, 2019, by and among Talos Energy Inc., as holdings, Talos Production Inc., as borrower, each other credit party, JPMorgan Chase Bank, N.A., as administrative agent, each issuing bank, the swingline lender, and the lenders (including the new lenders) party thereto (incorporated by reference to Exhibit 10.1 to Talos Energy Inc.’s Form 8-K (File No. 001-38497) filed with the SEC on December 16, 2019).

21.1*  10.43

Third Amendment to Credit Agreement and Borrowing Base Redetermination Agreement, dated as of June 19, 2020, by and among Talos Energy Inc., as holdings, Talos Production Inc., as borrower, each other credit party, JPMorgan Chase Bank, N.A., as administrative agent, each issuing bank, the swing line lender, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to Talos Energy Inc.’s Form 8-K (File No. 001-38497) filed with the SEC on June 25, 2020).

  10.44

Borrowing Base Redetermination Agreement and Sixth Amendment to Credit Agreement, dated as of June 22, 2021, by and among Talos Energy Inc., as holdings, Talos Production Inc., as borrower, each other credit party thereto, JPMorgan Chase Bank, N.A., as administrative agent, each issuing bank, the swingline lender and the lenders party thereto (incorporated by reference to Exhibit 10.1 to Talos Energy Inc.’s Form 8-K (File No. 001-38497) filed with the SEC on June 23, 2021).

  10.45*

Incremental Agreement, Borrowing Base Redetermination Agreement and Seventh Amendment to Credit Agreement, dated as of December 21, 2021, by and among Talos Energy Inc., as holdings, Talos Production Inc., as borrower, each other credit party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.

  21.1*

List of Subsidiaries of Talos Energy Inc.

23.1*  22.1

List of Subsidiary Guarantors and Issuers of Guaranteed Securities (incorporated by reference to Exhibit 22.1 to Talos Energy Inc.’s Form 10-Q (File No. 001-38497) filed with the SEC on August 4, 2021).

  23.1*

Consent of Ernst & Young LLP.

23.2*

Consent of Netherland, Sewell & Associates, Inc.

  24.1*

24.1*

Powers of Attorney (included on signature pages of this Part IV).

92


Table of Contents

31.1*

Certification of Chief Executive Officer of Talos Energy Inc. pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of Chief Financial Officer of Talos Energy Inc. pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

Certification of Chief Executive Officer and Chief Financial Officer of Talos Energy Inc. pursuant to 18 U.S.C. § 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002.

99.1*

Netherland, Sewell & Associates, Inc. reserve report for Talos Energy Inc. as of December 31, 2019.2021.

99.2

Netherland, Sewell & Associates, Inc. reserve report for Talos Energy Inc. as of December 31, 2018 (incorporated by reference to Exhibit 99.1 to Talos Energy Inc.’s Annual Report on Form 10-K (File No. 001-38497) filed with the SEC on March 13, 2019).

99.3

Netherland, Sewell & Associates, Inc. reserve report for Talos Energy LLC as of December 31, 2017 (incorporated by reference to Exhibit 99.12 to Talos Energy Inc.’s Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-222341) filed with the SEC on March 15, 2018).

101.INS*

101.INS*

Inline XBRL Instance.

101.SCH*

Inline XBRL Taxonomy Extension Schema.

101.CAL*

Inline XBRL Taxonomy Extension Calculation.

101.DEF*

Inline XBRL Taxonomy Extension Definition.

101.LAB*

Inline XBRL Taxonomy Extension Label.

101.PRE*

Inline XBRL Taxonomy Extension Presentation.

104*

Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

*

Filed herewith.

**

Furnished herewith.

88


Identifies management contracts and compensatory plans or arrangements.

* Filed herewith.

** Furnished herewith.

† Identifies management contracts and compensatory plans or arrangements.

# Certain schedules, annexes or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K, but will be furnished supplementally to the SEC upon request.

#

Certain schedules, annexes or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K, but will be furnished supplementally to the SEC upon request.

Item 16. Form 10-K Summary

None.

8993


SIGNATURESTable of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

TALOS ENERGY INC.

 

 

 

 

Date:

March 12, 2020February 24, 2022

By:

/s/ Shannon E. Young III

 

 

 

Shannon E. Young III

 

 

 

Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy S. Duncan and Shannon E. Young III,, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Timothy S. Duncan

Chief Executive Officer

March 12, 2020February 24, 2022

Timothy S. Duncan

(Principal Executive Officer, Director)

/s/ Shannon E. Young III

Chief Financial Officer

February 24, 2022

Shannon E. Young III

Chief Financial Officer

March 12, 2020

Shannon E. Young III

(Principal Financial Officer, Authorized Signatory)

/s/ Rajen Mahagaokar Gregory Babcock

DirectorChief Accounting Officer

March 12, 2020February 24, 2022

Rajen MahagaokarGregory Babcock

(Principal Accounting Officer, Authorized Signatory)

/s/ James M. TrimblePaula R. Glover

Director

March 12, 2020February 24, 2022

James M. TrimblePaula R. Glover

/s/ Olivia C. WassenaarNeal P. Goldman

Director

March 12, 2020February 24, 2022

Olivia C. Wassenaar

/s/ Christine Hommes

Director

March 12, 2020

Christine Hommes

/s/ Neal P. Goldman

Director

March 12, 2020

Neal P. Goldman

/s/ Charles M. Sledge

Director

February 24, 2022

/s/ Charles M. Sledge

Director

March 12, 2020

Charles M. Sledge

/s/ Robert M. Tichio

Director

February 24, 2022

/s/ Robert M. Tichio

Director

March 12, 2020

Robert M. Tichio

/s/ John “Brad” Juneau

Director

February 24, 2022

/s/ John “Brad” Juneau

Director

March 12, 2020

John “Brad” Juneau

/s/ Donald R. Kendall, Jr.

Director

February 24, 2022

/s/ Donald R. Kendall, Jr.

Director

March 12, 2020

Donald R. Kendall, Jr.

9094


Table of Contents

Index to Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firm (PCAOB ID 42)

F-2

Consolidated Balance Sheets as of December 31, 20192021 and 20182020

F-4F-5

Consolidated Statements of Operations for the years ended December 31, 2019, 20182021, 2020 and 20172019

F-5F-6

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2019, 20182021, 2020 and 20172019

F-6F-7

Consolidated Statements of Cash Flows for the years ended December 31, 2019, 20182021, 2020 and 20172019

F-7F-8

Notes to Consolidated Financial Statements

F-8F-9

Note 1 — Organization, Nature of Business and Basis of Presentation

F-9

Note 2 — Summary of Significant Accounting Policies

F-9

Note 3 — Acquisitions

F-15

Note 4 — Property, Plant and Equipment

F-18

Note 5 — Leases

F-19

Note 6 — Financial Instruments

F-20

Note 7 — Debt

F-22

Note 8 — Employee Benefit Plans and Share-Based Compensation

F-25

Note 9 — Income Taxes

F-27

Note 10 — Income (Loss) Per Share

F-30

Note 11 — Related Party Transactions

F-30

Note 12 — Commitments and Contingencies

F-32

Note 13 — Supplemental Oil and Gas Disclosures (Unaudited)

F-33

F-1


Table of Contents

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of

Talos Energy Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Talos Energy Inc. (the Company) as of December 31, 20192021 and 2018,2020, the related consolidated statements of operations, changes in stockholders’stockholders' equity (deficit), and cash flows for each of the three years in the period ended December 31, 2019,2021, and the related notes(collectively (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 20192021 and 2018,2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019,2021, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2019,2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework),and our report dated March 12, 2020February 24, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

F-2


Table of Contents

Depreciation, depletion and amortization of oil and natural gas properties

Description of the Matter

At December 31, 2021, the carrying value of the Company’s property and equipment was $2.4 billion, and depreciation, depletion and amortization (DD&A) expense was $396.0 million for the year then ended. As described in Note 2, the Company follows the full cost method of accounting for its oil and gas properties. DD&A of the cost of proved oil and gas properties is calculated using the unit-of-production method based on proved oil and gas reserves, as estimated by the Company’s internal reservoir engineers.

Proved oil and gas reserves are those quantities of natural gas, crude oil, condensate, and natural gas liquids, which by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations. Significant judgment is required by the Company’s internal reservoir engineers in evaluating geological and engineering data when estimating oil and gas reserves. Estimating reserves also requires the selection of inputs, including oil and gas price assumptions, future operating and capital costs assumptions, among others. Because of the complexity involved in estimating oil and gas reserves, management engaged independent petroleum engineers to audit the proved oil and gas reserve estimates prepared by the Company’s internal reservoir engineers for all properties as of December 31, 2021.

Auditing the Company’s DD&A calculation is complex because of the use of the work of the internal reservoir engineers and independent petroleum engineers and the evaluation of management’s determination of the inputs described above used by the engineers in estimating proved oil and gas reserves.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over its process to calculate DD&A, including management’s controls over the completeness and accuracy of the financial data provided to the engineers for use in estimating oil and gas reserves.

Our audit procedures included, among others, evaluating the professional qualifications and objectivity of the Company’s internal reservoir engineers primarily responsible for overseeing the preparation of the reserve estimates and the independent petroleum engineers used to audit the proved oil and gas reserve estimates. In addition, in assessing whether we can use the work of the engineers, we evaluated the completeness and accuracy of the financial data and inputs described above used by the engineers in estimating oil and gas reserves by agreeing them to source documentation, and we identified and evaluated corroborative and contrary evidence. For proved undeveloped reserves, we evaluated management’s development plan for compliance with the SEC rule that undrilled locations are scheduled to be drilled within five years, unless specific circumstances justify a longer time, by assessing consistency of the development projections with the Company’s development plan and the availability of capital relative to the development plan. We also tested the mathematical accuracy of the DD&A calculations, including comparing the oil and gas reserve amounts used in the calculations to the Company’s reserve reports.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2010.

Houston, Texas

March 12, 2020February 24, 2022

F-2F-3


Table of Contents

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of

Talos Energy Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Talos Energy Inc.’s internal control over financial reporting as of December 31, 2019,2021, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Talos Energy Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 20192021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 20192021 and 2018,2020, the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2019,2021, and the related notes (collectively referred to as the “consolidated financial statements”) and our report dated March 12, 2020February 24, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Houston, Texas

March 12, 2020February 24, 2022

F-3F-4


Table of Contents

TALOS ENERGY INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

 

Year Ended December 31,

 

 

2021

 

2020

 

ASSETS

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

$

69,852

 

$

34,233

 

Accounts receivable:

 

 

 

 

Trade, net

 

173,241

 

 

106,220

 

Joint interest, net

 

28,165

 

 

50,471

 

Other, net

 

18,062

 

 

18,448

 

Assets from price risk management activities

 

967

 

 

6,876

 

Prepaid assets

 

48,042

 

 

29,285

 

Other current assets

 

1,674

 

 

1,859

 

Total current assets

 

340,003

 

 

247,392

 

Property and equipment:

 

 

 

 

Proved properties

 

5,232,479

 

 

4,945,550

 

Unproved properties, not subject to amortization

 

219,055

 

 

254,994

 

Other property and equipment

 

29,091

 

 

32,853

 

Total property and equipment

 

5,480,625

 

 

5,233,397

 

Accumulated depreciation, depletion and amortization

 

(3,092,043

)

 

(2,697,228

)

Total property and equipment, net

 

2,388,582

 

 

2,536,169

 

Other long-term assets:

 

 

 

 

Assets from price risk management activities

 

2,770

 

 

945

 

Other well equipment inventory

 

17,449

 

 

18,927

 

Operating lease assets

 

5,714

 

 

6,855

 

Other assets

 

12,297

 

 

24,258

 

Total assets

$

2,766,815

 

$

2,834,546

 

LIABILITIES AND STOCKHOLDERSʼ EQUITY

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable

$

85,815

 

$

104,864

 

Accrued liabilities

 

130,459

 

 

163,379

 

Accrued royalties

 

59,037

 

 

27,903

 

Current portion of long-term debt

 

6,060

 

 

0

 

Current portion of asset retirement obligations

 

60,311

 

 

49,921

 

Liabilities from price risk management activities

 

186,526

 

 

66,010

 

Accrued interest payable

 

37,542

 

 

9,509

 

Current portion of operating lease liabilities

 

1,715

 

 

1,793

 

Other current liabilities

 

33,061

 

 

24,155

 

Total current liabilities

 

600,526

 

 

447,534

 

Long-term liabilities:

 

 

 

 

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

 

956,667

 

 

985,512

 

Asset retirement obligations

 

373,695

 

 

392,348

 

Liabilities from price risk management activities

 

13,938

 

 

9,625

 

Operating lease liabilities

 

16,330

 

 

18,554

 

Other long-term liabilities

 

45,006

 

 

54,372

 

Total liabilities

 

2,006,162

 

 

1,907,945

 

Commitments and contingencies (Note 12)

 

 

 

 

Stockholdersʼ equity:

 

 

 

 

Preferred stock, $0.01 par value; 30,000,000 shares authorized and
  
0 shares issued or outstanding as of December 31, 2021 and 2020

 

0

 

 

0

 

Common stock $0.01 par value; 270,000,000 shares authorized;
  
81,881,477 and 81,279,989 shares issued and outstanding as of
  December 31, 2021 and 2020, respectively

 

819

 

 

813

 

Additional paid-in capital

 

1,676,798

 

 

1,659,800

 

Accumulated deficit

 

(916,964

)

 

(734,012

)

Total stockholdersʼ equity

 

760,653

 

 

926,601

 

Total liabilities and stockholdersʼ equity

$

2,766,815

 

$

2,834,546

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

87,022

 

 

$

139,914

 

Restricted cash

 

 

 

 

 

1,248

 

Accounts receivable

 

 

 

 

 

 

 

 

Trade, net

 

 

107,842

 

 

 

103,025

 

Joint interest, net

 

 

16,552

 

 

 

20,244

 

Other

 

 

6,346

 

 

 

19,686

 

Assets from price risk management activities

 

 

8,393

 

 

 

75,473

 

Prepaid assets

 

 

65,877

 

 

 

38,911

 

Income tax receivable

 

 

116

 

 

 

10,701

 

Other current assets

 

 

1,836

 

 

 

7,644

 

Total current assets

 

 

293,984

 

 

 

416,846

 

Property and equipment:

 

 

 

 

 

 

 

 

Proved properties

 

 

4,066,260

 

 

 

3,629,430

 

Unproved properties, not subject to amortization

 

 

194,532

 

 

 

108,209

 

Other property and equipment

 

 

29,843

 

 

 

33,191

 

Total property and equipment

 

 

4,290,635

 

 

 

3,770,830

 

Accumulated depreciation, depletion and amortization

 

 

(2,065,023

)

 

 

(1,719,609

)

Total property and equipment, net

 

 

2,225,612

 

 

 

2,051,221

 

Other long-term assets:

 

 

 

 

 

 

 

 

Other well equipment inventory

 

 

7,732

 

 

 

9,224

 

Operating lease assets

 

 

7,779

 

 

 

 

Other assets

 

 

54,375

 

 

 

2,695

 

Total assets

 

$

2,589,482

 

 

$

2,479,986

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

71,357

 

 

$

51,019

 

Accrued liabilities

 

 

154,816

 

 

 

188,650

 

Accrued royalties

 

 

31,729

 

 

 

38,520

 

Current portion of long-term debt

 

 

 

 

 

443

 

Current portion of asset retirement obligations

 

 

61,051

 

 

 

68,965

 

Liabilities from price risk management activities

 

 

19,476

 

 

 

550

 

Accrued interest payable

 

 

10,249

 

 

 

10,200

 

Current portion of operating lease liabilities

 

 

1,594

 

 

 

 

Other current liabilities

 

 

20,180

 

 

 

22,071

 

Total current liabilities

 

 

370,452

 

 

 

380,418

 

Long-term liabilities:

 

 

 

 

 

 

 

 

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

 

 

732,981

 

 

 

654,861

 

Asset retirement obligations

 

 

308,427

 

 

 

313,852

 

Liabilities from price risk management activities

 

 

511

 

 

 

 

Operating lease liabilities

 

 

17,239

 

 

 

 

Other long-term liabilities

 

 

81,595

 

 

 

123,359

 

Total liabilities

 

 

1,511,205

 

 

 

1,472,490

 

Commitments and contingencies (Note 12)

 

 

 

 

 

 

 

 

Stockholders' Equity:

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value; 30,000,000 shares authorized and 0 shares

   issued or outstanding as of December 31, 2019 and December 31, 2018

 

 

 

 

 

 

Common stock $0.01 par value; 270,000,000 shares authorized; 54,197,004 and

   54,155,768 shares issued and outstanding as of December 31, 2019 and

   December 31, 2018, respectively

 

 

542

 

 

 

542

 

Additional paid-in capital

 

 

1,346,142

 

 

 

1,334,090

 

Accumulated deficit

 

 

(268,407

)

 

 

(327,136

)

Total stockholders' equity

 

 

1,078,277

 

 

 

1,007,496

 

Total liabilities and stockholders' equity

 

$

2,589,482

 

 

$

2,479,986

 

See accompanying notes.

The accompanying notes are an integral part of these consolidated financial statements.

F-4F-5


Table of Contents

TALOS ENERGY INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share amounts)

 

Year Ended December 31,

 

 

2021

 

2020

 

2019

 

Revenues:

 

 

 

 

 

 

Oil

$

1,064,161

 

$

506,788

 

$

833,118

 

Natural gas

 

130,616

 

 

53,714

 

 

55,278

 

NGL

 

49,763

 

 

15,434

 

 

19,668

 

Total revenues

 

1,244,540

 

 

575,936

 

 

908,064

 

Operating expenses:

 

 

 

 

 

 

Lease operating expense

 

283,601

 

 

246,564

 

 

243,427

 

Production taxes

 

3,363

 

 

1,054

 

 

1,349

 

Depreciation, depletion and amortization

 

395,994

 

 

364,346

 

 

345,931

 

Write-down of oil and natural gas properties

 

18,123

 

 

267,916

 

 

12,221

 

Accretion expense

 

58,129

 

 

49,741

 

 

34,389

 

General and administrative expense

 

78,677

 

 

79,175

 

 

77,209

 

Other operating (income) expense

 

32,037

 

 

(11,550

)

 

(19,556

)

Total operating expenses

 

869,924

 

 

997,246

 

 

694,970

 

Operating income (expense)

 

374,616

 

 

(421,310

)

 

213,094

 

Interest expense

 

(133,138

)

 

(99,415

)

 

(97,847

)

Price risk management activities income (expense)

 

(419,077

)

 

87,685

 

 

(95,337

)

Other income (expense)

 

(6,988

)

 

3,018

 

 

2,678

 

Net income (loss) before income taxes

 

(184,587

)

 

(430,022

)

 

22,588

 

Income tax benefit (expense)

 

1,635

 

 

(35,583

)

 

36,141

 

Net income (loss)

$

(182,952

)

$

(465,605

)

$

58,729

 

 

 

 

 

 

 

 

Net income (loss) per common share:

 

 

 

 

 

 

Basic

$

(2.24

)

$

(6.88

)

$

1.08

 

Diluted

$

(2.24

)

$

(6.88

)

$

1.08

 

Weighted average common shares outstanding:

 

 

 

 

 

 

Basic

 

81,769

 

 

67,664

 

 

54,185

 

Diluted

 

81,769

 

 

67,664

 

 

54,413

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Oil revenue

 

$

833,118

 

 

$

781,815

 

 

$

344,781

 

Natural gas revenue

 

 

55,278

 

 

 

73,610

 

 

 

48,886

 

NGL revenue

 

 

19,668

 

 

 

35,863

 

 

 

16,658

 

Other

 

 

19,556

 

 

 

 

 

 

2,503

 

Total revenue

 

 

927,620

 

 

 

891,288

 

 

 

412,828

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Lease operating expense

 

 

243,427

 

 

 

226,291

 

 

 

152,748

 

Production taxes

 

 

1,349

 

 

 

1,989

 

 

 

1,460

 

Depreciation, depletion and amortization

 

 

345,931

 

 

 

288,719

 

 

 

157,352

 

Write-down of oil and natural gas properties

 

 

12,221

 

 

 

 

 

 

 

Accretion expense

 

 

34,389

 

 

 

35,344

 

 

 

19,295

 

General and administrative expense

 

 

77,209

 

 

 

85,816

 

 

 

36,673

 

Total operating expenses

 

 

714,526

 

 

 

638,159

 

 

 

367,528

 

Operating income

 

 

213,094

 

 

 

253,129

 

 

 

45,300

 

Interest expense

 

 

(97,847

)

 

 

(90,114

)

 

 

(80,934

)

Price risk management activities income (expense)

 

 

(95,337

)

 

 

60,435

 

 

 

(27,563

)

Other income

 

 

2,678

 

 

 

1,012

 

 

 

329

 

Net income (loss) before income taxes

 

 

22,588

 

 

 

224,462

 

 

 

(62,868

)

Income tax benefit (expense)

 

 

36,141

 

 

 

(2,922

)

 

 

 

Net income (loss)

 

$

58,729

 

 

$

221,540

 

 

$

(62,868

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.08

 

 

$

4.81

 

 

$

(2.01

)

Diluted

 

$

1.08

 

 

$

4.81

 

 

$

(2.01

)

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

54,185

 

 

 

46,058

 

 

 

31,244

 

Diluted

 

 

54,413

 

 

 

46,061

 

 

 

31,244

 

See accompanying notes.

The accompanying notes are an integral part of these consolidated financial statements.

F-5F-6


Table of Contents

TALOS ENERGY INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands, except share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

Shares

 

Par Value

 

Additional

 

 

 

Stockholders

 

 

 

Common Stock

 

 

Preferred Stock

 

Common Stock

 

Preferred Stock

 

Paid- In Capital

 

Accumulated Deficit

 

Equity (Deficit)

 

Balance at December 31, 2018

 

 

54,155,768

 

 

 

 

$

542

 

$

 

$

1,334,090

 

$

(327,136

)

$

1,007,496

 

Equity-based compensation

 

 

 

 

 

 

 

 

 

 

 

12,385

 

 

 

 

12,385

 

Equity-based compensation
  tax withholdings

 

 

 

 

 

 

 

 

 

 

 

(333

)

 

 

 

(333

)

Equity-based compensation
  stock issuances

 

 

41,236

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

58,729

 

 

58,729

 

Balance at December 31, 2019

 

 

54,197,004

 

 

 

 

 

542

 

 

 

 

1,346,142

 

 

(268,407

)

 

1,078,277

 

Equity-based compensation

 

 

 

 

 

 

 

 

 

 

 

16,462

 

 

 

 

16,462

 

Equity-based compensation
  tax withholdings

 

 

 

 

 

 

 

 

 

 

 

(827

)

 

 

 

(827

)

Equity-based compensation
  stock issuances

 

 

180,525

 

 

 

 

 

1

 

 

 

 

(1

)

 

 

 

 

Issuance of preferred stock
  (Note 3)

 

 

 

 

 

110,000

 

 

 

 

1

 

 

156,199

 

 

 

 

156,200

 

Conversion of preferred stock
  into common stock (Note 3)

 

 

11,000,000

 

 

 

(110,000

)

 

110

 

 

(1

)

 

(109

)

 

 

 

 

Issuance of common stock

 

 

8,250,000

 

 

 

 

 

83

 

 

 

 

70,658

 

 

 

 

70,741

 

Issuance of common stock
  for acquisitions (Note 3)

 

 

4,602,460

 

 

 

 

 

46

 

 

 

 

35,347

 

 

 

 

35,393

 

Issuance of common stock
  for debt exchange (Note 7)

 

 

3,050,000

 

 

 

 

 

31

 

 

 

 

35,929

 

 

 

 

35,960

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

(465,605

)

 

(465,605

)

Balance at December 31, 2020

 

 

81,279,989

 

 

 

 

 

813

 

 

 

 

1,659,800

 

 

(734,012

)

 

926,601

 

Equity-based compensation

 

 

 

 

 

 

 

 

 

 

 

20,165

 

 

 

 

20,165

 

Equity-based compensation
  tax withholdings

 

 

 

 

 

 

 

 

 

 

 

(3,161

)

 

 

 

(3,161

)

Equity-based compensation
  stock issuances

 

 

601,488

 

 

 

 

 

6

 

 

 

 

(6

)

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

(182,952

)

 

(182,952

)

Balance at December 31, 2021

 

 

81,881,477

 

 

 

 

$

819

 

$

 

$

1,676,798

 

$

(916,964

)

$

760,653

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid- In

 

 

Accumulated

 

 

Stockholders

 

 

 

Shares

 

 

Amounts

 

 

Capital

 

 

Deficit

 

 

Equity (Deficit)

 

Balance at January 1, 2017

 

 

31,244,085

 

 

$

312

 

 

$

492,157

 

 

$

(485,483

)

 

$

6,986

 

Equity based compensation

 

 

 

 

 

 

 

 

1,795

 

 

 

 

 

 

1,795

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(62,868

)

 

 

(62,868

)

Balance at December 31, 2017

 

 

31,244,085

 

 

 

312

 

 

 

493,952

 

 

 

(548,351

)

 

 

(54,087

)

Cumulative effect adjustment

 

 

 

 

 

 

 

 

 

 

 

(325

)

 

 

(325

)

Sponsor Debt Exchange

 

 

2,874,049

 

 

 

29

 

 

 

101,971

 

 

 

 

 

 

102,000

 

Stone Combination

 

 

20,037,634

 

 

 

201

 

 

 

731,763

 

 

 

 

 

 

731,964

 

Equity based compensation

 

 

 

 

 

 

 

 

6,404

 

 

 

 

 

 

6,404

 

Net income

 

 

 

 

 

 

 

 

 

 

 

221,540

 

 

 

221,540

 

Balance at December 31, 2018

 

 

54,155,768

 

 

 

542

 

 

 

1,334,090

 

 

 

(327,136

)

 

 

1,007,496

 

Equity based compensation

 

 

53,787

 

 

 

 

 

 

12,385

 

 

 

 

 

 

12,385

 

Shares withheld for taxes on equity transactions

 

 

(12,551

)

 

 

 

 

 

(333

)

 

 

 

 

 

(333

)

Net income

 

 

 

 

 

 

 

 

 

 

 

58,729

 

 

 

58,729

 

Balance at December 31, 2019

 

 

54,197,004

 

 

$

542

 

 

$

1,346,142

 

 

$

(268,407

)

 

$

1,078,277

 

See accompanying notes.

The accompanying notes are an integral part of these consolidated financial statements.

F-6F-7


TALOS ENERGY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

58,729

 

 

$

221,540

 

 

$

(62,868

)

Adjustments to reconcile net income (loss) to net cash

   provided by operating activities

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation, depletion, amortization and accretion expense

 

 

380,320

 

 

 

324,063

 

 

 

176,647

 

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

   inventory

 

 

12,386

 

 

 

244

 

 

 

260

 

Amortization of deferred financing costs and original issue

   discount

 

 

5,207

 

 

 

4,253

 

 

 

2,383

 

Equity based compensation, net of amounts capitalized

 

 

6,964

 

 

 

2,893

 

 

 

875

 

Price risk management activities expense (income)

 

 

95,337

 

 

 

(60,435

)

 

 

27,563

 

Net cash received (paid) on settled derivative instruments

 

 

(8,820

)

 

 

(111,147

)

 

 

23,834

 

Settlement of asset retirement obligations

 

 

(75,331

)

 

 

(112,946

)

 

 

(32,573

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

5,788

 

 

 

(786

)

 

 

(9,132

)

Other current assets

 

 

(15,114

)

 

 

(2,624

)

 

 

(4,441

)

Accounts payable

 

 

7,523

 

 

 

(48,825

)

 

 

2,409

 

Other current liabilities

 

 

(35,459

)

 

 

32,044

 

 

 

46,364

 

Other non-current assets and liabilities, net

 

 

(43,797

)

 

 

15,171

 

 

 

4,732

 

Net cash provided by operating activities

 

 

393,733

 

 

 

263,445

 

 

 

176,053

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Exploration, development and other capital expenditures

 

 

(463,409

)

 

 

(240,914

)

 

 

(155,177

)

Cash (paid for) received from acquisitions, net of cash acquired

 

 

(37,916

)

 

 

278,409

 

 

 

(2,464

)

Proceeds from sale of other property and equipment

 

 

5,369

 

 

 

 

 

 

 

Net cash provided by (used in) investing activities

 

 

(495,956

)

 

 

37,495

 

 

 

(157,641

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Redemption of Senior Notes and other long-term debt

 

 

(10,567

)

 

 

(25,257

)

 

 

(1,000

)

Proceeds from Bank Credit Facility

 

 

110,000

 

 

 

319,000

 

 

 

10,000

 

Repayment of Bank Credit Facility

 

 

(25,000

)

 

 

(54,000

)

 

 

 

Repayment of LLC Bank Credit Facility

 

 

 

 

 

(403,000

)

 

 

(15,000

)

Deferred financing costs

 

 

(1,963

)

 

 

(17,002

)

 

 

 

Other deferred payments

 

 

(9,921

)

 

 

 

 

 

 

Payments of finance lease

 

 

(14,133

)

 

 

(12,952

)

 

 

(12,412

)

Employee stock transactions

 

 

(333

)

 

 

 

 

 

 

Net cash provided by (used in) financing activities

 

 

48,083

 

 

 

(193,211

)

 

 

(18,412

)

 

 

 

 

 

 

 

 

 

 

 

 

 

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

   cash

 

 

(54,140

)

 

 

107,729

 

 

 

 

Cash, cash equivalents and restricted cash:

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

 

141,162

 

 

 

33,433

 

 

 

33,433

 

Balance, end of period

 

$

87,022

 

 

$

141,162

 

 

$

33,433

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Non-Cash Transactions:

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures included in accounts payable and accrued

   liabilities

 

$

90,956

 

 

$

100,664

 

 

$

40,626

 

Supplemental Cash Flow Information:

 

 

 

 

 

 

 

 

 

 

 

 

Interest paid, net of amounts capitalized

 

$

62,571

 

 

$

53,476

 

 

$

47,994

 

The accompanying notes are an integral partTable of these consolidated financial statements.Contents

F-7


TALOS ENERGY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

Year Ended December 31,

 

 

2021

 

2020

 

2019

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income (loss)

$

(182,952

)

$

(465,605

)

$

58,729

 

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

 

 

 

 

 

 

Depreciation, depletion, amortization and accretion expense

 

454,123

 

 

414,087

 

 

380,320

 

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

 

23,729

 

 

268,615

 

 

12,386

 

Amortization of deferred financing costs and original issue discount

 

13,382

 

 

6,804

 

 

5,207

 

Equity-based compensation expense

 

10,992

 

 

8,669

 

 

6,964

 

Price risk management activities expense (income)

 

419,077

 

 

(87,685

)

 

95,337

 

Net cash received (paid) on settled derivative instruments

 

(290,164

)

 

143,905

 

 

(8,820

)

Loss (gain) on extinguishment of debt

 

13,225

 

 

(1,662

)

 

0

 

Settlement of asset retirement obligations

 

(67,988

)

 

(43,933

)

 

(75,331

)

Gain on sale of assets

 

(687

)

 

0

 

 

0

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

(35,396

)

 

(34,645

)

 

5,788

 

Other current assets

 

(18,901

)

 

35,934

 

 

(15,114

)

Accounts payable

 

(6,261

)

 

27,096

 

 

7,523

 

Other current liabilities

 

64,800

 

 

4,200

 

 

(35,459

)

Other non-current assets and liabilities, net

 

14,409

 

 

26,143

 

 

(43,797

)

Net cash provided by operating activities

 

411,388

 

 

301,923

 

 

393,733

 

Cash flows from investing activities:

 

 

 

 

 

 

Exploration, development and other capital expenditures

 

(293,331

)

 

(362,942

)

 

(463,409

)

Cash paid for acquisitions, net of cash acquired

 

(5,399

)

 

(315,962

)

 

(37,916

)

Proceeds from sale of property and equipment, net

 

4,983

 

 

0

 

 

5,369

 

Net cash used in investing activities

 

(293,747

)

 

(678,904

)

 

(495,956

)

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from issuance of common stock

 

0

 

 

71,100

 

 

0

 

Issuance of senior notes

 

600,500

 

 

0

 

 

0

 

Redemption of senior notes and other long-term debt

 

(356,803

)

 

(5,364

)

 

(10,567

)

Proceeds from Bank Credit Facility

 

100,000

 

 

350,000

 

 

110,000

 

Repayment of Bank Credit Facility

 

(365,000

)

 

(60,000

)

 

(25,000

)

Deferred financing costs

 

(27,833

)

 

(1,287

)

 

(1,963

)

Other deferred payments

 

(7,921

)

 

(11,921

)

 

(9,921

)

Payments of finance lease

 

(21,804

)

 

(17,509

)

 

(14,133

)

Employee stock awards tax withholdings

 

(3,161

)

 

(827

)

 

(333

)

Net cash provided by (used in) financing activities

 

(82,022

)

 

324,192

 

 

48,083

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

35,619

 

 

(52,789

)

 

(54,140

)

Cash and cash equivalents:

 

 

 

 

 

 

Balance, beginning of period

 

34,233

 

 

87,022

 

 

141,162

 

Balance, end of period

$

69,852

 

$

34,233

 

$

87,022

 

 

 

 

 

 

 

 

Supplemental non-cash transactions:

 

 

 

 

 

 

Capital expenditures included in accounts payable and accrued liabilities

$

45,761

 

$

74,957

 

$

90,956

 

Debt exchanged for common stock

$

0

 

$

35,960

 

$

0

 

Supplemental cash flow information:

 

 

 

 

 

 

Interest paid, net of amounts capitalized

$

68,891

 

$

67,443

 

$

62,571

 

See accompanying notes.

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Table of Contents

TALOS ENERGY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 20192021

Note 1 — FormationOrganization, Nature of Business and Basis of Presentation

FormationOrganization 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 (“Talos”Stone”) (such combination, “Stone Combination”). 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 ourits operations, currently in the United States (“U.S.”) Gulf of Mexico and offshore Mexico.Mexico both upstream through oil and gas exploration and production and downstream through the development of future carbon capture and storage opportunities. The Company leverages decades of geology, geophysicstechnical and offshore operationsoperational expertise towardsin the acquisition, exploration exploitation and development of assets in key geological trends that are present in many offshore basins around the world.

Talos Energy Inc. was formed in connection with the previously disclosed business combination between Talos Energy LLC and Stone Energy Corporation (“Stone”) that occurred With a focus on May 10, 2018, pursuant to which Talos Energy LLC and Stone became indirect wholly owned subsidiaries of Talos Energy Inc.

Talos Energy LLC — Talos Energy LLC was formed in 2011 and commenced commercial operations on February 6, 2013. Prior to February 6, 2013, Talos Energy LLC had incurred certain general and administrative expenses associated with the start-up of its operations.

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 together with the Apollo Funds, the “Sponsors”) and members of management pursuant to whichenvironmental stewardship, the Company received a private equity capital commitment.

Stone Combination — On May 10, 2018 (the “Stone Closing Date”),also utilizes its expertise to explore opportunities to reduce industrial emissions through our carbon capture and storage collaborative arrangements along the Company (f/k/a Sailfish Energy Holdings Corporation) consummated the transactions contemplated by that certain Transaction Agreement, dated as of November 21, 2017 (the “Transaction Agreement”), by and among Stone, the Company, Sailfish Merger Sub Corporation (“Merger Sub”), Talos Energy LLC and Talos Production LLC (which was converted into a Delaware Corporation and named Talos Production Inc. in 2019), pursuant to which, among other items, each of Stone, Talos Production LLC and Talos Energy LLC became wholly-owned subsidiariescoast of the Company (the “Stone Combination”). Prior to the Stone Closing Date, the Company did not conduct any material activities other than those incident to its formation and the matters contemplated by the Transaction Agreement.U.S. Gulf of Mexico.

On the Stone Closing Date, the following transactions, among others, occurred: (i) Stone underwent a reorganization pursuant to which Merger Sub merged with and into Stone, with Stone continuing as the surviving corporation and a direct wholly-owned subsidiary of the Company (the “Merger”) and each share of Stone’s common stock outstanding immediately prior to the Merger (other than treasury shares held by Stone, which were cancelled for no consideration) was converted into the right to receive one share of the Company’s common stock, par value $0.01 (the “Common Stock”) and (ii) the Sponsors contributed all of the equity interests in Talos Production LLC (which at that time owned 100% of the equity interests in Talos Energy LLC) to the Company in exchange for an aggregate of 31,244,085 shares of Common Stock (the “Sponsor Equity Exchange”).

Concurrently with the consummation of the Transaction Agreement, the Company consummated the transactions contemplated by that certain Exchange Agreement, dated as of November 21, 2017 (the “Exchange Agreement”), among the Company, Stone, the Talos Issuers (defined below), the various lenders and noteholders of the Talos Issuers listed therein, certain funds controlled by Franklin Advisers, Inc. (“Franklin”) (such controlled noteholders, the “Franklin Noteholders”), and certain clients of MacKay Shields LLC (“MacKay Shields”) (such noteholders, the “MacKay Noteholders”), pursuant to which (i) the Apollo Funds and Riverstone Funds contributed $102.0 million in aggregate principal amount of 9.75% Senior Notes due 2022 (“9.75% Senior Notes”) issued by Talos Production LLC and Talos Production Finance, Inc. (together, the “Talos Issuers”) to the Company in exchange for an aggregate of 2,874,049 shares of Common Stock (the “Sponsor Debt Exchange”); (ii) the holders of second lien bridge loans (“11.00% Bridge Loans”) issued by the Talos Issuers exchanged such 11.00% Bridge Loans for $172.0 million aggregate principal amount of 11.00% Second-Priority Senior Secured Notes due 2022 of the Talos Issuers (“11.00% Notes”) and (iii) Franklin Noteholders and MacKay Noteholders exchanged their 7.50% Senior Notes due 2022 issued by Stone (“7.50% Notes”) for $137.4 million aggregate principal amount of 11.00% Notes.

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Substantially concurrent therewith, the Company consummated an exchange offer and consent solicitation, pursuant to which the holders of the 7.50% Notes, excluding the 7.50% Notes held by the Franklin Noteholders and the MacKay Noteholders, exchanged their 7.50% Notes for 11.00% Notes and a cash payment, and a solicitation of consents to proposed amendments to the 7.50% Notes. Approximately $81.5 million in aggregate principal amount of the 7.50% Notes were validly tendered, and approximately $6.1 million in aggregate principal amount of 7.50% Notes remained outstanding as of the Stone Closing Date.

As a result of the closing of the transactions contemplated by the Transaction Agreement and the Exchange Agreement (the “Transactions”) the former stakeholders of Talos Energy LLC held approximately 63% of the Company’s outstanding Common Stock and the former stockholders of Stone held approximately 37% of the Company’s outstanding Common Stock as of the Stone Closing Date.

Basis of Presentation and Consolidation

The consolidated financial statementsConsolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)GAAP and include each subsidiary from the date of inception. All intercompany transactions have been eliminated. All adjustments are of a normal, recurring nature and are necessary to fairly present the financial position, results of operations and cash flows for the periods are reflected herein. The Company has evaluated subsequent events through the date the consolidated financial statements were issued.

Talos Energy LLC was considered the accounting acquirer in the Stone Combination under GAAP. Accordingly, the historical financial and operating data of Talos Energy Inc., which covers periods prior to the Stone Closing Date, reflects the assets, liabilities and results of operations of Talos Energy LLC and does not reflect the assets, liabilities and results of operations of Stone. For the periods prior to May 10, 2018, the Company retrospectively adjusted its Statement of Changes in Stockholders’ Equity and the weighted average shares used in determining earnings per share to reflect the number of shares Talos Energy LLC received in the Stone Combination. Beginning on May 10, 2018, common stock is presented to reflect the legal capital of Talos Energy Inc.

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, the reported amounts of revenues and expenses during the reporting periods and the reported amounts of proved oil and natural gas reserves. Actual results could differ from those estimates.

For presentation purposes, as of December 31, 2019, operating expenses previously presented as “Direct lease operating expense,” “Insurance” and “Workover and maintenance expense”Certain reclassifications have been combinedmade to the prior year presentation to conform to the current year presentation. Amounts previously included as income in “Other” within “Revenues and presented as “Lease operating expense”Other” on ourthe Consolidated Statements of Operations. Such reclassification had no effectOperations are now reflected in “Other operating (income) expense” as a component of “Total operating expenses” on our resultsthe Consolidated Statements of operations, financial position or cash flows.Operations.

The Company has 1 reportable segment, which is the2 operating segments: (i) exploration and production of oil, natural gas and natural gas. Substantially allNGLs (“E&P Segment”) and (ii) carbon capture and sequestration (“CCS Segment”). The E&P Segment is the Company’s long-lived assets, proved reserves and production sales are related to the Company’s operations in the United States.

Recently Adopted Accounting Standards

Leases — In February 2016, the Financial Accounting Standards Board issued Accounting Standards Codification 2016-02, Leases (“Topic 842”) requiring an entity to recognize a right-of-use asset representing the right to use an underlying asset for the lease term and a lease liability representing the obligation associated with future lease payments for virtually all leases.only reportable segment. The pattern of expense recognition in the income statement is dependent on lease classification as finance or operating. A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment (an identified asset) for a period of time in exchange for consideration. However, Topic 842 does not apply to leases of mineral rights.

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On January 1, 2019, the Company adopted Topic 842, using the modified retrospective approach, which does not require an adjustment to comparative-period financial statements. As such, results for reporting periods beginning January 1, 2019 are presented in accordance with Topic 842, while prior period amounts are reported in accordance with previous lease accounting treatment. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which, among other items, allowed Talos not to reassess whether expired or existing contracts, including land easements, contain a lease or reassess the classification and indirect costs associated with existing or expired leases. On the January 1, 2019 adoption date, the Company recorded a right-of-use asset of approximately $7.3 million and corresponding lease liability of $16.9 million representing the present value of its future operating lease payments. Upon the adoption of Topic 842, lease incentives are presented as a reduction to the right-of-use asset resulting in the difference between the right-of-use asset and lease liability. Adoption of this standardCCS Segment did not require an adjustmentmeet any of the quantitative thresholds to retained earningsbe a separate reportable segment. It did 0t generate any revenue and incurred $4.3 million of general and administrative expense during the year ended December 31, 2021. The CCS Segment did not impact the consolidated statements of operations, consolidated statements of cash flows or consolidated statements of changes in stockholders’ equity. See Note 5 – Leases0 for further information.

Recently Issued Accounting Standards

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes accounting requirements for the recognition of credit losses from an incurred or probable impairment methodology to a current expected credit losses (CECL) methodology. The guidance is effective for interim and annual periods beginning aftert have any assets at December 15, 2019. The adoption of this guidance will not have a material effect on our consolidated financial statements.31, 2021.

Note 2 — Summary of Significant Accounting Policies

Overview of Significant Accounting Policies

Cash and Cash Equivalents — The Company presents cash as cash“Cash and cash equivalentsequivalents” on the Company’s consolidated balance sheets.Consolidated Balance Sheets. The Company considers all cash, money market funds and highly liquid investments with an original maturity of three months or less as cash and cash equivalents. Cash and cash equivalents are carried at cost, which approximates fair value.

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Table of Contents

Accounts Receivable and Allowance for Uncollectible AccountsExpected Credit Losses Accounts receivable are stated at the historical carrying amount net of an allowance for uncollectible accountsexpected credit losses. At each reporting period, the recoverability of $9.9 million atmaterial receivables is assessed using historical data, current market conditions and reasonable and supported forecasts of future economic conditions to determine their expected collectability. A loss-rate methodology is used to estimate the allowance for expected credit losses to be accrued on material receivables to reflect the net amount to be collected. As of December 31, 20192021 and $8.72020, the Company had allowances of $15.1 million at December 31, 2018. The Company establishes provisions for losses onand $9.2 million, respectively, presented net in accounts receivable with other parties if it believes that it will not collect all or part ofon the outstanding balance. On a quarterly basis, the Company reviews collectability and establishes or adjusts the Company’s allowance as necessary using the specific identification method. Consolidated Balance Sheets.

The Company presented $18.0$10.0 million and $19.1 million of long-term refund claims for value added taxes paid in Mexico in other assets“Other assets” on the consolidated balance sheetsConsolidated Balance Sheets as of December 31, 2019.2021 and 2020, respectively. Current refund claims for value added taxes paid of $3.9 million and nil is presented net of an allowance in “Other” accounts receivable on the Consolidated Balance Sheets as of December 31, 2021 and 2020, respectively.

Prepaid Assets — Prepaid assets primarily represent deposits with the Office of Natural Resources Revenue (“ONRR”) and transaction escrow related to the ILX and Castex Acquisition as further defined in Note 3 —Acquisitions.. The deposits with ONRR represent the Company’s estimated federal royalties payable within thirty days of the production date. On a monthly basis the Company adjusts the deposit based on actual royalty payments remitted to the ONRR. The transaction escrow was applied to the purchase price that closed in the first quarter of 2020. The escrow for the year ended December 31, 2019 was $31.8 million.

Revenue Recognition — Revenues are recorded based from the sale of oil, natural gas and NGL quantities sold to purchasers. The Company records revenues from the sale of oil, natural gas and NGLs based on quantities of production sold to purchasers under short-term contracts (less than twelve months) at market prices when delivery to the customer has occurred, title has transferred, prices are fixed and determinable and collection is reasonably assured. This occurs when production has been delivered to a pipeline or when a barge lifting has occurred. The Company recognizes transportation costs as a component of lease operating expense when it is the shipper of the product. Each unit of product typically represents a separate performance obligation, therefore, future volumes are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required.

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Gas Imbalances — Prior to the adoption of Accounting Standards Codification (“ASC”) 606 in 2018, the Company used the entitlement method to account for sales and production. Under the entitlement method, revenue was recorded based on the Company’s entitled share of production with any difference recorded as an imbalance on the consolidated balance sheet. Upon the adoption of ASC 606 in 2018, revenuesRevenues are recorded based on the actual sales volumes sold to purchasers. An imbalance receivable or payable is recorded only to the extent the imbalance is in excess of its share of remaining proved developed reserves in an underlying property. The change in accounting method from the entitlements method to the sales method resulted in an immaterial cumulative-effect adjustment to stockholders’ deficitOur imbalances are presented gross on the date of adoption.our Consolidated Balance Sheets. At December 31, 2021 and 2020, our imbalance receivable was approximately $1.7 million and $1.7 million, respectively, and imbalance payable was approximately $2.5 million and $3.6 million, respectively.

Production Handling Fees — Prior to the adoption of ASC 606 in 2018, theThe Company presentedpresents certain reimbursements for costs from certain third parties as other revenue on the consolidated statements of operations. Upon the adoption of ASC 606 in 2018, the reimbursements are presented as a reduction of lease“Lease operating expenseexpense” on the consolidated statementsConsolidated Statements of operations. The impact of the reclassification for the year ended December 31, 2018 was immaterial.Operations.

Other RevenueONRR Federal Royalty Refund Other revenues primarily represents a multi-yearIncluded within “Other operating (income) expense” on the Consolidated Statements of Operations is income from the Company’s multi-year federal royalty refund claim from the ONRR. The companyCompany records revenueincome when a refund is filed and its collection is reasonably assured. The refunds for the yearyears ended December 31, 2021, 2020 and 2019 was $19.3 million.were NaN, $8.9 million and $19.3 million, respectively.

Debt Issuance Costs —The Company presents debt issuance costs associated with revolving line-of-credit arrangements as a reduction of the carrying value of long-term debt.

Accounting for Oil and Natural Gas Activities — The Company follows the full cost method of accounting for oil and natural gas exploration and development activities. Under the full cost method, substantially all costs incurred in connection with the acquisition, development and exploration of oil and natural gas reserves are capitalized. These capitalized amounts include the internal costs directly related to acquisition, development and exploration activities, asset retirement costs and capitalized interest. Under the full cost method, dry hole costs and geological and geophysical costs are capitalized into the full cost pool, which is subject to amortization and assessed for impairment on a quarterly basis through a ceiling test calculation as discussed below.

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Table of Contents

Capitalized costs associated with proved reserves are amortized on a country by countrycountry-by-country basis over the life of the total proved reserves using the unit of production method, computed quarterly. Conversely, capitalized costs associated with unproved properties and related geological and geophysical costs, exploration wells currently drilling and capitalized interest are initially excluded from the amortizable base. The Company transfers unproved property costs into the amortizable base when properties are determined to have proved reserves or when the Company has completed an unproved properties evaluation resulting in an impairment. The Company evaluates each of these unproved properties individually for impairment at least quarterly.annually. Additionally, the amortizable base includes future development costs, dismantlement, restoration and abandonment costs, net of estimated salvage values, and geological and geophysical costs incurred that cannot be associated with specific unproved properties or prospects in which the Company owns a direct interest. The Company capitalizes overhead costs that are directly related to exploration, acquisition and development activities. Capitalized overhead for the years ended December 31, 2019, 2018 and 2017 was $28.2 million, $21.9 million and $13.7 million, respectively.

The Company’s capitalized costs are limited to a ceiling based on the present value of future net revenues from proved reserves, computed using a discount factor of 10 percent,%, plus the lower of cost or estimated fair value of unproved oil and natural gas properties not being amortized less the related tax effects. AnyGenerally, any costs in excess of the ceiling are recognized as a non-cash impairment expense“Write-down of oil and natural gas properties” on the consolidated statementsConsolidated Statements of operationsOperations and an increase to accumulated“Accumulated depreciation, depletion and amortizationamortization” on the Company’s consolidated balance sheets.Consolidated Balance Sheets. The expense may not be reversed in future periods, even though higher oil, natural gas and NGL prices may subsequently increase the ceiling. The Company performs this ceiling test calculation each quarter. In accordance with the SEC rules and regulations, the Company utilizes SEC Pricing when performing the ceiling test. The Company also holds prices and costs constant over the life of the reserves, even though actual prices and costs of oil and natural gas are often volatile and may change from period to period.

Under the full cost method of accounting for oil and natural gas operations, assets whose costs are currently being depreciated, depleted or amortized are assets in use in the earnings activities of the enterprise and do not qualify for capitalization of interest cost. Investments in unproved properties for which exploration and development activities are in progress and other major development projects that are not being currently depreciated, depleted or amortized are assets qualifying for capitalization of interest costs.

F-11


When the Company sells or conveys interests in oil and natural gas properties, the Company reduces its oil and natural gas reserves for the amount attributable to the sold or conveyed interest. The Company treats sales proceeds on non-significant sales as reductions to the cost of the Company’s oil and natural gas properties. The Company does not recognize a gain or loss on sales of oil and natural gas properties, unless those sales would significantly alter the relationship between capitalized costs and proved reserves.

Other Property and Equipment — Other property and equipment is recorded at cost and consists primarily of leasehold improvements, office furniture and fixtures and computer hardware and software.hardware. Acquisitions renewals and betterments are capitalized; maintenance and repairs are expensed as incurred. Depreciation is provided using the straight-line method over estimated useful lives of three to ten years.

Other Well Equipment Inventory Other well equipment inventory primarily represents the cost of equipment to be used in the Company’s oil and natural gas drilling and development activities such as drilling pipe, tubulars and certain wellhead equipment. When this inventorywell equipment is supplied to wells, the cost of this inventory is capitalized in oil and gas properties, and if such property is jointly owned, the proportionate costs will be reimbursed by third party participants. The Company’s inventorywell equipment is stated at the lower of cost or net realizable value. The Company recorded $0.2$5.6 million, $0.2$0.7 million, and $0.3$0.2 million of impairment to adjust inventory to net realizable value, which was expensed and reflected in lease“Other operating expense,(income) expense” on the Consolidated Statements of Operations, during the years ended December 31, 2019, 20182021, 2020 and 2017,2019, respectively.

Fair Value Measure of Financial Instruments — Financial instruments generally consist of cash and cash equivalents, restricted cash, accounts receivable, commodity derivatives, accounts payable and debt. The carrying amount of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximates fair value due to the highly liquid nature of these instruments.

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Table of Contents

Current fair value accounting standards define fair value, establish a consistent framework for measuring fair value and stipulate the related disclosure requirements for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. These standards also clarify fair value is an exit price, presenting the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants. The Company follows a three-level hierarchy, prioritizing and defining the types of inputs used to measure fair value depending on the degree to which they are observable as follows:

Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial statement.

Level 3 – Inputs to the valuation methodology are unobservable (little or no market data), which require the reporting entity to develop its own assumptions, and are significant to the fair value measurement.

Assets and liabilities measured at fair value are based on one or more of three valuation techniques. The valuation techniques are as follows:

Market Approach – Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

Cost Approach – Amount that would be required to replace the service capacity of an asset (replacement cost).

Income Approach – Techniques to convert expected future cash flows to a single present value amount based on market expectations (including present value techniques, option-pricing and excess earnings models).

Authoritative guidance on financial instruments requires certain fair value disclosures to be presented. The estimated fair value amounts have been determined using available market information and valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value. The use of different assumptions or valuation methodologies may have a material effect on the estimated fair value amounts.

F-12


Asset Retirement Obligations — The Company has obligations associated with the retirement of its oil and natural gas wells and related infrastructure. The Company has obligations to plug wells when production on those wells is exhausted, when the Company no longer plans to use them or when the Company abandons them. The Company accrues a liability with respect to these obligations based on its estimate of the timing and amount to replace, remove or retire the associated assets.

In estimating the liability associated with its asset retirement obligations, the Company utilizes several assumptions, including a credit-adjusted risk-free interest rate, estimated costs of decommissioning services, estimated timing of when the work will be performed and a projected inflation rate. Changes in estimate represent changes to the expected amount and timing of payments to settle its asset retirement obligations. Typically, these changes result from obtaining new information about the timing of its obligations to plug and abandon oil and natural gas wells and the costs to do so. After initial recording, the liability is increased for the passage of time, with the increase being reflected as accretion expense in“Accretion expense” on the Company’s consolidated statementsConsolidated Statements of operations.Operations. If the Company incurs an amount different from the amount accrued for decommissioningasset retirement obligations, the Company recognizes the difference as an adjustment to proved properties.

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Table of Contents

Decommissioning Obligations Certain counterparties in divestiture transactions or third parties in existing leases that have filed for bankruptcy protection or undergone associated reorganizations may not be able to perform required abandonment obligations. The Company may be held jointly and severally liable for the decommissioning of various facilities and related wells. The Company accrues losses associated with decommissioning obligations when such losses are probable and reasonably estimable. When there is a range of possible outcomes, the amount accrued is the most likely outcome within the range. If no single outcome within the range is more likely than the others, the minimum amount in the range is accrued. These accruals may be adjusted as additional information becomes available. As of December 31, 2021, the Company incurred $3.8 million and $20.6 million in obligations reflected as “Other current liabilities” and “Other long-term liabilities”, respectively, on the Consolidated Balance Sheets. In addition, when decommissioning obligations are reasonably possible, the Company discloses an estimate for a possible loss or range of loss (or a statement that such an estimate cannot be reasonably made). See Note 12 — Commitments & Contingencies for additional information.

Price Risk Management Activities — The Company uses commodity price derivatives to manage fluctuating oil and natural gas market risks. The Company periodically enters into commodity derivative contracts, which may require payments to (or receipts from) counterparties based on the differential between a fixed price and a variable price for a fixed quantity of oil or natural gas without the exchange of underlying volumes.

Commodity derivatives are recorded on the consolidated balance sheetsConsolidated Balance Sheets at fair value with settlements of such contracts and changes in the unrealized fair value recorded in earnings each period. Realized gains and losses on the settlement of commodity derivatives and changes in their unrealized gains and losses are reported in price“Price risk management activities income (expense) in” on the consolidated statementsConsolidated Statements of operations.Operations. The Company classifies cash flows related to derivative contracts based on the nature and purpose of the derivative. As the derivative cash flows are considered an integral part of the Company’s oil and natural gas operations, they are classified as cash flows from operating activities. The Company does not enter into derivative agreements for trading or other speculative purposes.

The commodity derivative’s fair value reflects the Company’s best estimate with priority based upon exchange or over-the-counter quotations. Quoted valuations may not be available due to location differences or terms that extend beyond the period for which quotations are available. Where quotes are not available, the Company then utilizes other valuation techniques or models to estimate market values. These modeling techniques require the Company to make estimations of future prices, price correlation, market volatility and liquidity. The Company’s actual results may differ from its estimates, and these differences can be favorable or unfavorable.

Leases — At inception, contracts are reviewed to determine whether the agreement contains a lease. To the extent an arrangement is determined to include a lease, it is classified as either an operating or a finance lease, which dictates the pattern of expense recognition in the income statement. Operating leases are reflected as operating“Operating lease assets, current” “Current portion of operating lease liabilitiesliabilities” and operating“Operating lease liabilitiesliabilities” on the consolidated balance sheet.Consolidated Balance Sheets. Finance leases are included in property“Property and equipment, other” “Other current liabilities,liabilities” and other“Other long-term liabilities in our consolidated balance sheets.liabilities” on the Consolidated Balance Sheets.

A right-of-use (“ROU”) asset representing our right to use an underlying asset for the lease term and a lease liability representing our obligation to make lease payments arising from the lease are recognized on the consolidated balance sheetConsolidated Balance Sheets for all leases, regardless of classification. The ROU asset is initially measured as the present value of the lease liability adjusted for any payments made prior to lease commencement, including any initial direct costs incurred and incentives received. Lease liabilities are initially measured at the present value of future minimum lease payments, excluding variable lease payments, over the lease term. As most of our leases do not provide an implicit rate, wethe Company generally use ouruses an incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date.

The Company has elected to account for lease and non-lease components in its contracts as a single lease component for all asset classes. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that wethe Company will exercise that option. The Company has elected, as an accounting policy, not to not apply the recognition requirements of Topic 842 torecord leases with durationsterms of twelve months or less (i.e. short-term). on the Consolidated Balance Sheets. See Note 5 — Leases for additional information.

F-13


Table of Contents

Income Taxes — Prior to the Stone Combination, Talos Energy LLC was a partnership for U.S. federal income tax purposes and was not subject to U.S. federal income tax or state income tax (in most states) at the entity level. As such, Talos Energy LLC did not recognize U.S. federal income tax expense or state income tax expense in most states. In connection with the Stone Combination, Talos Energy LLC was contributed to the Company, which is subject to U.S. federal and state income taxes. The Company records current income taxes based on estimates of current taxable income and provides for deferred income taxes to reflect estimated future income tax payments and receipts. ChangesThe impact to changes in tax laws are recorded in the period they arethe change is enacted. Deferred taxes represent the tax impacts of differences between the financial statement and tax bases of assets and liabilities and carryovers at each year end. The Company classifies all deferred tax assets and liabilities, along with any related valuation allowance, as long-term on the consolidated balance sheets.Consolidated Balance Sheets.

The realization of deferred tax assets depends on recognition of sufficient future taxable income during periods in which those temporary differences are deductible. 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 allowances, the Company considers cumulative book losses, the reversal of existing temporary differences, the existence of taxable income in carryback years, tax planning strategies and future taxable income for each of its taxable jurisdictions, the latter two of which involve the exercise of significant judgment. Changes to the Company’s valuation allowances could materially impact its results of operations.

The Company’s policy is to classify interest and penalties associated with underpayment of income taxes as interest expense“Interest expense” and general“General and administrative expenseexpense” on the consolidated statementsConsolidated Statements of operations,Operations, respectively.

Income (Loss) Per Share — Basic net income per common share (“EPS”) is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Except when the effect would be antidilutive, diluted EPS includes the impact of restricted stock units (“RSUs”), performance share units (“PSUs”) and outstanding warrants. See Note 10 Income (Loss) Per Share for additional information.

Share-Based Compensation — Certain of the Company’s employees participate in its equity based compensation.equity-based compensation plan. The Company measures all employee equity based compensation awards at fair value as calculated using an option pricing method for valuing such securities on the date awards are granted to its employees and recognizerecognizes compensation cost on a straight-line basis in the Company’s financial statements over the vestingrequisite service period of each grant according to ASC 718, Compensation—Stock Compensation..

During 2019, the Company issued RSUs and PSUs to certain employees and non-employee directors. The fair value of the stock-based awards is determined at the date of grant and is not remeasured for awards classified as equity unless the award is modified, but is remeasured at each reporting period for awards classified as a liability. The Company records share-based compensation, net of actual forfeitures, for the RSUs and PSUs in general“General and administrative expenseexpense” on the consolidated statementsConsolidated Statements of operations,Operations, net of amounts capitalized to oil and gas properties. See Note 8 Employee Benefits Plans and Share-Based Compensation for additional information.

RSUs — Share-based compensation is based on the market price of the Company’s Common Stockcommon stock on the grant date and recognized over the vestingrequisite service period using the straight-line method as the requisite service period is fulfilled.method.

PSUs — Share-based compensation is based on the grant date fair value determined using a Monte Carlo valuation model and recognized over the vestingrequisite service period using the straight-line method. Estimates used in the Monte Carlo valuation model are considered highly-complex and subjective. The number of shares of Common Stockcommon stock issuable upon vesting ranges from 0 to 200%200% of the number of PSUs granted based on the Company’s total shareholder return (“TSR”) relative to the TSR achieved by a specified industry peer group. Share-based compensation related to PSUs is recognized as the requisite service period is fulfilled, even if the market condition is not achievedachieved..

F-14


Concentration of Credit Risk

Consisting principally of cash and cash equivalents, restricted cash, accounts receivable and commodity derivatives, the Company is subject to concentrated financial instruments credit risk.

Cash and cash equivalents and restricted cash balances are maintained in financial institutions, which at times, exceed federally insured limits. The Company monitors the financial condition of these institutions and has not experienced losses on these accounts.

Commodity derivatives are entered into with registered swap dealers, the majorityall of which participate in the Company’s senior reserve-based revolving credit facility (the “Bank Credit Facility”). The Company monitors the financial condition of these institutions and has not experienced losses due to counterparty default on these instruments.

F-14


Table of Contents

The Company markets substantially all of its oil and natural gas production, and substantially all of its revenues are attributable to the U.S. The majority of the Company’s oil, natural gas and NGL production is sold to customers under short-term (less than 12 months) contracts at market-based prices. The Company’s customers consist primarily of major oil and natural gas companies, well-established oil and pipeline companies and independent oil and gas producers and suppliers. The Company performs ongoing credit evaluations of its customers and provide allowances for probable credit losses when necessary. The percent of consolidated revenue of major customers, those whose total represented 10% or more of the Company’s oil, natural gas and NGL revenues, was as follows:

 

Year Ended December 31,

 

 

2021

 

2020

 

2019

 

Shell Trading (US) Company

 

45

%

 

47

%

 

58

%

Chevron Products Company

 

29

%

 

12

%

**

 

Phillips 66

**

 

 

22

%

 

28

%

** Less than 10%

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Shell Trading (US) Company

 

 

58

%

 

 

65

%

 

 

80

%

Phillips 66

 

 

28

%

 

 

18

%

 

**

 

**

less than 10%

The loss of a major customer could have material adverse effect on the Company in the short term. However, the Company believes it would be able to obtain other customers to market its oil, natural gas and NGL production.

Note 3 — Acquisitions

Asset Acquisitions

Each of the acquisitions below qualifiedAcquisitions qualifying as an asset acquisition that requires, among other items, that the cost of the assets acquired and liabilities assumed to be recognized on the balance sheetConsolidated Balance Sheets by allocating the asset cost on a relative fair value basis. The fair value measurements of the oil and natural gas properties acquired and asset retirement obligations assumed were derived utilizing an income approach and based, in part, on significant inputs not observable in the market. These inputs represent Level 3 measurements in the fair value hierarchy and include, but are not limited to, estimates of reserves, future operating and development costs, future commodity prices, estimated future cash flows and appropriate discount rates. These inputs required significant judgments and estimates by the Company’s management at the time of the valuation. Transaction costs incurred on an asset acquisition are capitalized as a component of the assets acquired and any contingent consideration is recognized as the contingency is resolved.

Acquisition of Gunflint Field LLOG PropertiesOn January 11, 2019,November 16, 2020, the Company completed the acquisition of select oil and natural gas assets from LLOG Exploration & Production Company, L.L.C. with an approximate 9.6% non-operated working interest in the Gunflint Field locatedeffective date of August 1, 2020 (the “LLOG Acquisition”). The oil and natural gas assets consist of interests in the Mississippi Canyon area (the “Gunflint Acquisition”) from Samson Offshore Mapleleaf, LLCcore area. The LLOG Acquisition was consummated pursuant to a Purchase and Sale Agreement executed on November 16, 2020 for $29.6$13.2 million ($27.9in cash, inclusive of customary closing adjustments and $0.2 million after customary purchase price adjustments).of transaction related expenses.

The following table presents the allocation of the purchase price to the assets acquired and liabilities assumed, based on their relative fair values, on January 11, 2019November 16, 2020 (in thousands):

Property and equipment

$

17,421

 

Asset retirement obligations

 

(4,234

)

Allocated purchase price

$

13,187

 

Property and equipment

 

$

28,912

 

Asset retirement obligations

 

 

(996

)

Allocated purchase price

 

$

27,916

 

F-15


Table of Contents

Acquisition of WhistlerCastex Energy II, LLC 2005On August 31, 2018,5, 2020, the Company completed the acquisition of all the issued and outstanding membership interests of Whistler Energy II, LLC (“Whistler”) from Whistler Energy II Holdco, LLC, an affiliate of the Apollo Funds (the “Whistler Acquisition”), for $52.6 million ($14.8 million, net of $37.8 million of cash acquired). The $37.8 million of cash acquired consists of $30.8 million of cash collateral posted by Whistler and released by third party surety companies at closing and $7.0 million of cash on hand for working capital purposes. Through the acquisition, the Company acquired and assumed all of Whistler’sselect oil and natural gas assets from affiliates of Castex Energy 2005 Holdco, LLC with an effective date of April 1, 2020 (the “Castex Energy 2005 Acquisition”). The oil and natural gas assets consisted of 16 properties in the associated asset retirement obligationsU.S. Gulf of Mexico shelf and Gulf Coast core area. The Castex Energy 2005 Acquisition was consummated pursuant to a Purchase and Sale Agreement dated June 19, 2020 for interests locatedconsideration consisting of (i) $6.5 million in Green Canyon Block 18, Green Canyon Block 60cash, (ii) 4.6 million shares of the Company’s common stock and Ewing Bank Blocks 944(iii) $1.4 million in transaction related expenses, inclusive of customary closing adjustments.

The following table summarizes the purchase price, inclusive of customary closing adjustments (in thousands except share and 988, including a fixed production platformper share data):

Talos common stock

 

4,602,460

 

Talos common stock price per share(1)

$

7.69

 

Talos common stock value

$

35,393

 

 

 

 

Cash consideration

$

6,500

 

Transaction cost

$

1,413

 

 

 

 

Total purchase price

$

43,306

 

(1)
Represents the closing price of the Company’s common stock on Green Canyon Block 18.

August 5, 2020, the closing date of the Castex Energy 2005 Acquisition.

The following table presents the allocation of the purchase price to the assets acquired and liabilities assumed, based on their relative fair values, on August 31, 20185, 2020 (in thousands):

Current assets(1)

 

$

45,337

 

Property and equipment

 

 

35,344

 

$

46,626

 

Other long-term assets

 

 

66

 

Current liabilities

 

 

(4,261

)

Asset retirement obligations

 

 

(23,862

)

 

(3,320

)

Allocated purchase price

 

$

52,624

 

$

43,306

 

Acquisition of Gunflint Field — On January 11, 2019, the Company completed the acquisition of an approximate 9.6% non-operated working interest in the Gunflint Field located in the Mississippi Canyon area (the “Gunflint Acquisition”) from Samson Offshore Mapleleaf, LLC for $29.6 million ($27.9 million after customary purchase price adjustments).

(1)

Includes $37.8 million of cash acquired and trade receivables of $3.2 million, which the Company expects all to be realizable.

Business Combination

Acquisitions qualifying as a business combinationcombinations are accounted for under the acquisition method of accounting, which requires, among other items, that assets acquired and liabilities assumed be recognized on the consolidated balance sheetConsolidated Balance Sheets at their fair values as of the acquisition date. The fair value measurements of the oil and natural gas properties acquired and asset retirement obligations assumed were derived utilizing an income approach and based, in part, on significant inputs not observable in the market. These inputs represent Level 3 measurements in the fair value hierarchy and include, but are not limited to, estimates of reserves, future operating and development costs, future commodity prices, estimated future cash flows and appropriate discount rates. These inputs required significant judgments and estimates at the time of the valuation.

ILX and Castex Acquisition On On December 10, 2019,February 28, 2020, the Company and Talos Production Inc., formerly known as Talos Production LLC, entered into separate Purchase and Sale Agreements (collectively,acquired the “Purchase Agreements”) with eachoutstanding limited liability interests in certain wholly owned subsidiaries of the following parties: ILX Holdings, LLC (“ILX Holdings”),LLC; ILX Holdings II, LLC (“ILX Holdings II”),LLC; ILX Holdings III LLC (“ILX Holdings III”) and Castex Energy 2014, LLC, (“Castex 2014”), each a related party and an affiliate of the Riverstone Funds (“Riverstone Sellers” and such Purchase Agreements (as defined in Note 11Related Parties)(the “Riverstone Purchase Agreements”Sellers”), and Castex Energy 2016, LP (together with the Riverstone Sellers, the “Sellers”).

Subsequent Event with an effective date of On February 24, 2020, the Company, Talos Production Inc. and the Riverstone Sellers amended the Riverstone Purchase Agreements. Pursuant to the Purchase Agreements, as amended, among other things, the Company will acquire all of the issued and outstanding limited liability company interests in certain wholly owned subsidiaries of each of the respective SellersJuly 1, 2019 (collectively, the “ILX and Castex Acquisition”) for an aggregate consideration of cash equal to $385.0 million and 110,000 shares of Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock will automatically convert into 100 shares (subject to adjustment) of Common Stock on the 20th day following the mailing of a definitive information statement relating to such conversion. On February 28, 2020, the Company completed the. The ILX and Castex Acquisition with an effective date of July 1, 2019. Due to the timing of the ILX and Castex Acquisition, the Company is unable to make a reasonable estimate of the purchase price allocation of such acquisition at this time.

Combination Between Talos Energy LLC and Stone Energy Corporation — On May 10, 2018, the Companywas consummated the Transactions contemplated by the Transaction Agreement and Exchange Agreement, pursuant to which, among other things, Talos Energy LLCseparate Purchase and Stone became wholly-owned subsidiariesSale Agreements, dated December 10, 2019 (as amended from time to time, the “Purchase Agreements”) for aggregate consideration consisting of the Company. The combination was executed as(i) $385.0 million in cash subject to customary closing adjustments and (ii) an all-stock transaction whereby the former stakeholdersaggregate 110,000 shares (the “Preferred Shares”) of Talos Energy LLC held approximately 63%a series of the Company’s outstanding Common Stock and the former stockholders of Stone held approximately 37%preferred stock designated as “Series A Convertible Preferred Stock” which subsequently converted to 11.0 million shares of the Company’s outstanding Common Stock as of the Stone Closing Date.

F-16


The purchase price of $732.0 million is based on the closing price of Stone common stock andon March 30, 2020 (such common warrants immediately prior to closing. stock, the “Conversion Stock”). The cash consideration was funded with borrowings under the Bank Credit Facility.

F-16


Table of Contents

The following table summarizes the purchase price (in thousands except share and per share data):

Talos Conversion Stock

 

11,000,000

 

Talos common stock price per share(1)

$

14.20

 

Conversion Stock value

$

156,200

 

 

 

 

Cash consideration

$

385,000

 

Customary closing and post-closing adjustments

 

(81,878

)

Net cash consideration

$

303,122

 

 

 

 

Total purchase price

$

459,322

 

Stone Energy common stock - issued and outstanding as of May 9, 2018

 

 

20,038

 

Stone Energy common stock price

 

$

35.49

 

Common stock value

 

$

711,149

 

 

 

 

 

 

Stone Energy common stock warrants - issued and outstanding as of May 9, 2018

 

 

3,528

 

Stone Energy common stock warrants price

 

$

5.90

 

Common stock warrants value

 

$

20,815

 

Total purchase price

 

$

731,964

 

During 2018,(1)

Represents the Company incurred approximately $88.6 millionclosing price of transaction related costs,the Company’s common stock on February 28, 2020, the closing date of which, $32.5 millionthe ILX and Castex Acquisition. The purchase price was expensed and reflected in general and administrative expensebased on the consolidated statementsvalue of operations. The remaining $56.1 million was the Conversion Stock as the value approximates the value of the Preferred Shares as a result of (i) $9.3 millionthe automatic conversion and dividend rights described in work fees paid to holdersthat certain Certificate of the 11.00% Notes reflected as a debt discount reducing long-term debt on the consolidated balance sheetDesignation, Preferences, Rights and (ii) $46.8 million in fees for seismic use agreements for change in control provisions and reflected in proved properties on the consolidated balance sheet.

Limitations.

The following table presents the final allocation of the purchase price to the assets acquired and liabilities assumed, based on their fair values on May 10, 2018February 28, 2020 (in thousands):

Current assets(1)

$

11,060

 

Property and equipment

 

496,835

 

Other long-term assets

 

148

 

Current liabilities

 

(16,520

)

Other long-term liabilities

 

(32,201

)

Allocated purchase price

$

459,322

 

Current assets(1)

 

$

372,963

 

Property and equipment

 

 

886,406

 

Other long-term assets

 

 

19,494

 

Current liabilities

 

 

(132,846

)

Long-term debt

 

 

(235,416

)

Other long-term liabilities

 

 

(178,637

)

Allocated purchase price

 

$

731,964

 

(1)
Includes trade and other receivables of $8.2 million.

The Company incurred $12.1 million of transaction related costs, of which $8.7 million and $3.4 million were recognized in the years ended December 31, 2020 and 2019, respectively. These costs are reflected in “General and administrative expense” on the Consolidated Statements of Operations.

(1)

Includes $293.0 million of cash acquired. The fair values of current assets acquired includes trade receivables and joint interest receivables of $43.3 million and $3.5 million, respectively, which the Company expects all to be realizable.

The followfollowing table presents revenue and net income attributable to the assets acquired in the Stone Combination for the years ended December 31, 2019ILX and 2018:Castex Acquisition:

 

Year Ended December 31,

 

 

2019

 

 

2018

 

Year Ended December 31, 2020

 

Revenue

 

$

414,056

 

 

 

332,944

 

$

126,857

 

Net income

 

$

187,428

 

 

 

148,473

 

Net loss

$

(6,011

)

Pro Forma Financial Information (Unaudited) —The following supplemental pro forma financial information (in thousands, except per common share amounts), presents the consolidated results of operations for the years ended December 31, 20182020 and 20172019 as if the Stone CombinationILX and Castex Acquisition had occurred on January 1, 2017.2019. The unaudited pro forma information was derived from historical statements of operations of the Company and Stone andthe Sellers adjusted to (i) include (i) depletion and accretion expense applied to the adjusted basis of the oil and natural gas properties acquired, (ii) include interest expense to reflect borrowings under the debt transactions contemplated byBank Credit Facility, (iii) eliminate the Exchange Agreementwrite-down of oil and (iii) generalnatural gas properties on the assets acquired to reflect the pro-forma ceiling test calculation and administrative expense adjusted for transaction related costs incurred.(iv) include weighted average basic and diluted shares of common stock outstanding, which was calculated assuming the 11.0 million shares of Conversion Stock were issued to the Sellers. This information does not purport to be indicative of results of operations that would have occurred had the Stone CombinationILX and Castex Acquisition occurred on January 1, 2017,2019, nor is such information indicative of any expected future results of operations.

 

Year Ended December 31,

 

 

2020

 

2019

 

Revenue

$

634,921

 

$

1,246,391

 

Net income (loss)

$

(449,988

)

$

148,091

 

Basic net income (loss) per common share

$

(6.48

)

$

2.27

 

Diluted net income (loss) per common share

$

(6.48

)

$

2.26

 

 

 

Year Ended December 31,

 

 

 

2018

 

 

2017

 

Revenue

 

$

1,013,184

 

 

$

712,648

 

Net income (loss)

 

$

274,577

 

 

$

(100,980

)

Basic net income (loss) per common share

 

$

5.07

 

 

$

(1.86

)

Diluted net income (loss) per common share

 

$

5.07

 

 

$

(1.86

)

F-17


Table of Contents

Note 4 — Property, Plant and Equipment

Proved Properties

The Company’s interests in oil and natural gas proved properties are located in the United States, primarily in the Gulf of Mexico deep and shallow waters. The Company follows the full cost method of accounting for its oilDuring 2021, 2020 and natural gas exploration and development activities.

Pursuant to SEC Regulation S-X, Rule 4-10, under the full cost method of accounting, the Company’s capitalized oil and natural gas costs are limited to a ceiling based on the present value of future net revenues from proved reserves, computed using a discount factor of 10%, plus the lower of cost or estimated fair value of unproved oil and natural gas properties not being amortized less the related tax effects. The Company performs this ceiling test calculation each quarter utilizing SEC pricing. During 2019, 2018 and 2017, the Company’s ceiling test computations did 0t resultresulted in a write-down of its U.S. oil and natural gas properties.properties of NaN, $267.9 million and NaN, respectively. At December 31, 2019,2021, its ceiling test computation was based on SEC pricing of $61.01$67.14 per Bbl of oil, $2.59$3.71 per Mcf of natural gas and $26.17$26.62 per Bbl of NGLs.

Unproved Properties

Unproved capitalized costs of oil and natural gas properties excluded from amortization relate to unevaluated properties associated with acquisitions, leases awarded in the U.S. Gulf of Mexico federal lease sales, certain geological and geophysical costs, expenditures associated with certain exploratory wells in progress and capitalized interest. Unproved properties also include expenditures associated with exploration and appraisal activities in Block 7 and Block 31 located in the shallow waters off the coast of Mexico’s Veracruz and Tabasco states.state.

The following table sets forth a summary of the Company’s oil and natural gas property costs not being amortized at December 31, 2019,2021, by the year in which such costs were incurred (in thousands):

 

 

 

 

 

Year Ended December 31,

 

 

 

Year Ended December 31,

 

 

Total

 

 

2019

 

 

2018

 

 

2017

 

 

2016 and Prior

 

Total

 

2021

 

2020

 

2019

 

2018 and Prior

 

Acquisition United States

 

$

42,501

 

 

$

16,062

 

 

$

26,439

 

 

$

 

 

$

 

$

46,757

 

$

 

$

37,704

 

$

3,216

 

$

5,837

 

Exploration United States

 

 

45,117

 

 

 

35,656

 

 

 

7,087

 

 

 

2,372

 

 

 

2

 

 

62,038

 

16,242

 

11,195

 

31,111

 

3,490

 

Exploration Mexico

 

 

106,914

 

 

 

61,809

 

 

 

14,362

 

 

 

23,332

 

 

 

7,411

 

 

110,260

 

 

2,736

 

 

13,853

 

 

48,508

 

 

45,163

 

Total unproved properties, not subject to amortization

 

$

194,532

 

 

$

113,527

 

 

$

47,888

 

 

$

25,704

 

 

$

7,413

 

$

219,055

 

$

18,978

 

$

62,752

 

$

82,835

 

$

54,490

 

The excluded costs will be included in the amortization base as properties are evaluated and proved reserves are established or impairment is determined.

As a result of theThe Company’s evaluation of unproved property located in Block 2 offshore Mexico specifically future exploratory drilling opportunities, results from exploratory wells drilled duringresulted in a non-cash impairment of $18.1 million, $0.1 million and $12.2 million for the second quarter ofyears ended December 31, 2021, 2020 and 2019, and the Block 2 production sharing contract’s expiration date, the Company recorded a $12.2 million non-cash impairmentrespectively, presented as “Write-down of oil and natural gas properties” on the consolidated statementsConsolidated Statements of Operations. The non-cash impairment is attributable to the Company’s operations offshore Mexico in Block 2 and Block 31. The impairment of operations forin Block 31 is attributable to the year ended December 31,Company’s non-consent of the proposed appraisal plan during the fourth quarter of 2021. The impairment of operations in Block 2 is attributable to the Company’s assessment of future exploratory drilling opportunities and results from exploratory wells drilled during the second quarter of 2019.

F-18


Asset Retirement Obligations

The discounted asset retirement obligations included in the consolidated balance sheetsConsolidated Balance Sheets in current and non-current liabilities, and the changes in that liability during each of the years ended December 31, 2019 and 2018 were as follows (in thousands):

 

Year Ended December 31,

 

 

2021

 

2020

 

Balance, beginning of period

$

442,269

 

$

369,478

 

Obligations acquired(1)

 

433

 

 

44,311

 

Obligations incurred

 

52

 

 

4,511

 

Obligations settled

 

(67,988

)

 

(43,933

)

Obligations divested

 

(340

)

 

(185

)

Accretion expense

 

58,129

 

 

49,741

 

Changes in estimate

 

1,451

 

 

18,346

 

Balance, end of period

$

434,006

 

$

442,269

 

Less: Current portion

 

60,311

 

 

49,921

 

Long-term portion

$

373,695

 

$

392,348

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

Asset retirement obligations at January 1

 

$

382,817

 

 

$

214,733

 

Fair value of asset retirement obligations acquired(1)

 

 

5,047

 

 

 

244,766

 

Obligations settled

 

 

(75,331

)

 

 

(112,946

)

Fair value of asset retirement obligations divested

 

 

(5,450

)

 

 

 

Accretion expense

 

 

34,389

 

 

 

35,344

 

Obligations incurred

 

 

4,111

 

 

 

358

 

Changes in estimate

 

 

23,895

 

 

 

562

 

Asset retirement obligations at December 31

 

$

369,478

 

 

$

382,817

 

Less: Current portion

 

 

(61,051

)

 

 

(68,965

)

Long-term portion

 

$

308,427

 

 

$

313,852

 

(1)
Year ended December 31, 2020 includes $35.3 million, $3.3 million and $4.2 million of asset retirement obligations assumed in the ILX and Castex Acquisition, Castex Energy 2005 Acquisition and LLOG Acquisition, respectively.

F-18


Table of Contents

(1)

Year ended December 31, 2018 includes $220.6 million and $23.9 million of asset retirement obligations assumed in the Stone Combination and the Whistler Acquisition, respectively.

Note 5 — Leases

The Company enters into service contracts and other contractual arrangementshas operating leases principally for the use of office space, drilling completion and abandonment equipment (e.g., drilling rigs), production related equipment (e.g., compressors)rigs, compressors and other equipment from third-party lessorsnecessary to support itsthe Company’s operations. The Company’s leasing activities as a lessor are negligible. At inception, contracts are reviewed to determine whetherAdditionally, the agreement contains a lease. To the extent an arrangement is determined to include a lease, it is classified as either an operating orCompany has a finance lease which dictates the pattern of expense recognition in the income statement.

On August 2, 2016, the Company executed a seven-year lease agreement forrelated to the use of the Helix Producer 1 (“HP-I”I (the “HP-I”), a dynamically positioned floating production facility that interconnects with the Phoenix Field through a production buoy. Under the terms of the agreement, the Company agreed to pay a $49.0 million annual fixed demand charge for each of the first two years and $45.0 million for each of the five years thereafter.

Prior to implementation, the HP-I lease was accounted for as a capital lease under previous lease accounting treatments. The Company initially recorded a capital lease asset and liability of $124.3 million on its consolidated balance sheet at lease inception. As the HP-I is utilized in the Company’s oil and natural gas development activities and the capital leaseright-of-use asset was capitalized and included withinin proved property and depleted as part of the full cost pool. Upon adoptionOnce 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 Topic 842, the HP-I capital lease was classified as a finance lease resulting in no change tototal proved reserves using the amounts recognized on the consolidated balance sheet.

The Company has operating leases expiring at various dates, principally for office space, drilling rigs, compressors and other equipment necessary to support the Company’s operations. Operating leases are reflected as operating lease assets, current portion of operating lease liabilities and operating lease liabilities on the consolidated balance sheet. The Company’s operating lease liabilities recognized on the balance sheet as of December 31, 2019 was $18.8 million.unit-of-production method, computed quarterly. Costs associated with the Company’s operating leases are either expensed or capitalized depending on how the underlying asset is utilized.

F-19


The amounts disclosed herein primarily representlease costs associated with properties operated by the Company thatdescribed below are presented on a gross basis and do not reflectrepresent the Company’s net proportionate share of such amounts. A portion of these costs have been or willmay 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):

 

 

December 31, 2019

 

Finance lease cost - interest on lease liabilities(1)

 

$

19,115

 

Operating lease cost, excluding short-term leases(2)

 

 

3,261

 

Short-term lease cost(3)

 

 

85,865

 

Variable lease cost(4)

 

 

11

 

Total lease cost

 

$

108,252

 

 

Year Ended December 31,

 

 

2021

 

2020

 

2019

 

Finance lease cost - interest on lease liabilities

$

11,453

 

$

15,748

 

$

19,115

 

Operating lease cost, excluding short-term leases(1)

 

2,706

 

 

3,361

 

 

3,261

 

Short-term lease cost(2)

 

38,472

 

 

53,573

 

 

85,865

 

Variable lease cost(3)

 

1,356

 

 

543

 

 

11

 

Total lease cost

$

53,987

 

$

73,225

 

$

108,252

 

(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 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.

(1)

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 reserved using the unit-of-production method, computed quarterly.

(2)

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.

(3)

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 balance sheet.

(4)

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 arewere as follows (in thousands):

Year Ended December 31,

 

 

December 31, 2019

 

2021

 

2020

 

Operating leases:

 

 

 

 

 

 

 

 

Operating lease assets

 

$

7,779

 

$

5,714

 

$

6,855

 

 

 

 

 

 

 

 

 

Current portion of operating lease liabilities

 

$

1,594

 

$

1,715

 

$

1,793

 

Operating lease liabilities

 

 

17,239

 

 

16,330

 

 

18,554

 

Total operating lease liabilities

 

$

18,833

 

$

18,045

 

$

20,347

 

 

 

 

 

 

 

 

 

Finance leases:

 

 

 

 

 

 

 

 

Proved property (1)

 

$

124,299

 

Proved property

$

124,299

 

$

124,299

 

 

 

 

 

 

 

 

 

Other current liabilities

 

$

17,509

 

$

27,083

 

$

21,804

 

Other long-term liabilities

 

 

62,026

 

 

13,138

 

 

40,222

 

Total finance lease liabilities

 

$

79,535

 

$

40,221

 

$

62,026

 

(1)F-19

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.

F-20


Table of Contents

The table below presents the lease maturity by year as of December 31, 20192021 (in thousands). Such commitments are reflected at undiscounted values and are reconciled to the discounted present value recognized on the consolidated balance sheet.Consolidated Balance Sheets.

 

Operating Leases

 

Finance Leases

 

2022

$

3,712

 

$

33,257

 

2023

 

3,652

 

 

13,857

 

2024

 

3,454

 

 

 

2025

 

3,519

 

 

 

2026

 

3,584

 

 

 

Thereafter

 

9,258

 

 

 

Total lease payments

$

27,179

 

$

47,114

 

Imputed interest

 

(9,134

)

 

(6,893

)

Total lease liabilities

$

18,045

 

$

40,221

 

 

 

Operating Leases

 

 

Finance Leases

 

2020

 

$

2,744

 

 

$

33,257

 

2021

 

 

4,079

 

 

 

33,257

 

2022

 

 

4,302

 

 

 

33,257

 

2023

 

 

4,239

 

 

 

13,857

 

2024

 

 

3,315

 

 

 

 

Thereafter

 

 

15,790

 

 

 

 

Total lease payments

 

$

34,469

 

 

$

113,628

 

Imputed interest

 

 

(15,636

)

 

 

(34,093

)

Total

 

$

18,833

 

 

$

79,535

 

The table below presents the weighted average remaining lease term and discount rate related to leases for the year ended December 31, 2019 (in thousands):leases:

 

Year Ended December 31,

 

 

2021

 

2020

 

2019

 

Weighted average remaining lease term:

 

 

 

 

 

 

Operating leases

7.4 years

 

7.8 years

 

8.4 years

 

Finance leases

1.4 years

 

2.4 years

 

3.4 years

 

Weighted average discount rate:

 

 

 

 

 

 

Operating leases

 

11.9

%

 

12.0

%

 

10.2

%

Finance leases

 

21.9

%

 

21.9

%

 

21.9

%

December 31, 2019

Weighted average remaining lease term:

Operating leases

8.4 years

Finance leases

3.4 years

Weighted average discount rate:

Operating leases

10.2

%

Finance leases

21.9

%

The table below presents the supplemental cash flow information related to leases for the year ended December 31, 2019 (in thousands):

 

Year Ended December 31,

 

 

2021

 

2020

 

2019

 

Operating cash outflow from finance leases

$

11,453

 

$

15,748

 

$

19,115

 

Operating cash outflow from operating leases

$

3,864

 

$

2,648

 

$

1,812

 

 

 

 

 

 

 

 

Right-of-use assets obtained in exchange for new
  operating lease liabilities

$

1,020

 

$

 

$

2,225

 

Operating cash outflow from finance leases

 

$

19,115

 

Financing cash outflow from finance leases

 

$

14,133

 

Operating cash outflow from operating leases

 

$

1,812

 

 

 

 

 

 

Right-of-use assets obtained in exchange for new finance lease liabilities

 

$

 

Right-of-use assets obtained in exchange for new operating lease liabilities

 

$

2,225

 

Note 6 — Financial Instruments

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments (in thousands):

 

 

December 31, 2019

 

 

December 31, 2018

 

 

 

Carrying

Amount

 

 

Fair

Value

 

 

Carrying

Amount

 

 

Fair

Value

 

11.00% Second-Priority Senior Secured Notes – due

   April 2022(1)

 

$

383,871

 

 

$

401,128

 

 

$

381,229

 

 

$

362,168

 

7.50% Senior Notes – due May 2022

 

$

6,060

 

 

$

5,030

 

 

$

6,060

 

 

$

5,151

 

Bank Credit Facility – matures May 2022(1)

 

$

343,050

 

 

$

350,000

 

 

$

257,448

 

 

$

265,000

 

Oil and Natural Gas Derivatives

 

$

(11,594

)

 

$

(11,594

)

 

$

74,923

 

 

$

74,923

 

(1)

The carrying amounts are net of discount and deferred financing costs.

As of December 31, 20192021 and 2018,2020, the carrying amounts of cash and cash equivalents, accounts receivable restricted cash and accounts payable approximate their fair values because of the short-term nature of these instruments.

F-21


11.00% Second-Priority Senior Secured Notes – due April 2022

Debt Instruments

The $390.9 million aggregate principal amountfollowing table presents the carrying amounts, net of 11.00% Notes is reported ondiscount and deferred financing costs, and estimated fair values of the consolidated balance sheet at itsCompany’s debt instruments (in thousands):

 

December 31, 2021

 

December 31, 2020

 

 

Carrying
Amount

 

Fair
Value

 

Carrying
Amount

 

Fair
Value

 

12.00% Second-Priority Senior Secured Notes –
  due
January 2026

$

588,838

 

$

685,945

 

$

 

$

 

11.00% Second-Priority Senior Secured Notes –
  due
April 2022

$

 

$

 

$

343,579

 

$

355,935

 

7.50% Senior Notes – due May 2022

$

6,060

 

$

6,145

 

$

6,060

 

$

5,238

 

Bank Credit Facility – matures November 2024

$

367,829

 

$

375,000

 

$

635,873

 

$

640,000

 

The carrying value of the senior notes are presented net of the original issue discount and deferred financing costs, see Note 7 — Debt. The faircosts. Fair value of the 11.00% Notes is estimated (representing a Level 1 fair value measurement) using quoted secondary market trading prices.

7.50% Senior Notes – due May 2022

F-20


Table of Contents

The $6.1 million aggregate principalcarrying amount of 7.50% Notes is reported on the consolidated balance sheet as of December 31, 2019 at its carrying value, see Note 7 — Debt. The fair value of the 7.50% Notes is estimated (representing a Level 1 fair value measurement) using quoted secondary market trading prices.

Company’s Bank Credit Facility – matures May 2022

The Company and Talos Production Inc., our wholly-owned subsidiary that was formerly known as Talos Production LLC, maintains a bank credit facility with a borrowing base of $950.0 million at December 31, 2019 (the “Bank Credit Facility”), which is reported on the consolidated balance sheet at its carrying valuepresented net of deferred financing costs (see Note 7 – Debt).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 derivativesNatural 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 through the use of 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 Company has elected not to designate any of its derivative contracts for hedge accounting. Accordingly, commodity derivatives are recorded on the consolidated balance sheetConsolidated Balance Sheets at fair value with settlements of such contracts, and changes in the unrealized fair value, recorded as price“Price risk management activities income (expense) on the consolidated statementsConsolidated Statements of operationsOperations in each period.

The following table presents the impact that derivatives, not qualifyingdesignated as hedging instruments, had on its consolidated statementsConsolidated Statements of operationsOperations (in thousands):

 

Year Ended December 31,

 

 

2021

 

2020

 

2019

 

Net cash received (paid) on settled derivative instruments

$

(290,164

)

$

143,905

 

$

(8,820

)

Unrealized loss

 

(128,913

)

 

(56,220

)

 

(86,517

)

Price risk management activities income (expense)

$

(419,077

)

$

87,685

 

$

(95,337

)

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Net cash received (paid) on settled derivative instruments

 

$

(8,820

)

 

$

(111,147

)

 

$

23,834

 

Unrealized gain (loss)

 

 

(86,517

)

 

 

171,582

 

 

 

(51,397

)

Price risk management activities income (expense)

 

$

(95,337

)

 

$

60,435

 

 

$

(27,563

)

The following table reflects the contracted volumes and weighted average prices the Company will receive under the terms of itsthe Company's derivative contracts as of December 31, 2019:2021:

Swap Contracts

 

Production Period

Settlement Index

Average
Daily
Volumes

 

Weighted
Average
Swap Price

 

Crude oil:

 

(Bbls)

 

(per Bbl)

 

January 2022 – December 2022

NYMEX WTI CMA

 

23,523

 

$

52.42

 

January 2023 – December 2023

NYMEX WTI CMA

 

7,463

 

$

63.13

 

Natural gas:

 

(MMBtu)

 

(per MMBtu)

 

January 2022 – December 2022

NYMEX Henry Hub

 

43,392

 

$

2.77

 

January 2023 – December 2023

NYMEX Henry Hub

 

16,408

 

$

3.29

 

Production Period

 

Instrument

Type

 

Average

Daily

Volumes

 

 

Weighted

Average

Swap Price

 

 

Weighted

Average

Put Price

 

 

Weighted

Average

Call Price

 

Crude Oil – WTI:

 

 

 

(Bbls)

 

 

(per Bbl)

 

 

(per Bbl)

 

 

(per Bbl)

 

January 2020 – December 2020

 

Swap

 

 

17,862

 

 

$

56.21

 

 

$

 

 

$

 

January 2021 – June 2021

 

Swap

 

 

2,000

 

 

$

53.30

 

 

$

 

 

$

 

January 2020 – December 2020

 

Collar

 

 

7,481

 

 

$

 

 

$

55.00

 

 

$

64.23

 

Natural Gas – Henry Hub NYMEX:

 

 

 

(MMBtu)

 

 

(per MMBtu)

 

 

(per MMBtu)

 

 

(per MMBtu)

 

January 2020 – December 2020

 

Swaps

 

 

16,216

 

 

$

2.78

 

 

$

 

 

$

 

F-22


The following tables provide additional information related to financial instruments measured at fair value on a recurring basis (in thousands):

 

December 31, 2021

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets:

 

 

 

 

 

 

 

 

Oil and natural gas swaps

$

0

 

$

3,737

 

$

0

 

$

3,737

 

Liabilities:

 

 

 

 

 

 

 

 

Oil and natural gas swaps

 

0

 

 

(200,464

)

 

0

 

 

(200,464

)

Total net liability

$

0

 

$

(196,727

)

$

0

 

$

(196,727

)

F-21

 

 

December 31, 2019

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil and natural gas swaps and costless collars

 

$

 

 

$

8,393

 

 

$

 

 

$

8,393

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil and natural gas swaps and costless collars

 

 

 

 

 

(19,987

)

 

 

 

 

 

(19,987

)

Total net asset

 

$

 

 

$

(11,594

)

 

$

 

 

$

(11,594

)


Table of Contents

 

December 31, 2020

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets:

 

 

 

 

 

 

 

 

Oil and natural gas swaps and costless collars

$

0

 

$

7,821

 

$

 

$

7,821

 

Liabilities:

 

 

 

 

 

 

 

 

Oil and natural gas swaps and costless collars

 

0

 

 

(75,635

)

 

0

 

 

(75,635

)

Total net liability

$

0

 

$

(67,814

)

$

0

 

$

(67,814

)

 

 

December 31, 2018

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil and natural gas swaps and costless collars

 

$

 

 

$

75,473

 

 

$

 

 

$

75,473

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil and natural gas swaps and costless collars

 

 

 

 

 

(550

)

 

 

 

 

 

(550

)

Total net liability

 

$

 

 

$

74,923

 

 

$

 

 

$

74,923

 

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 consolidated balance sheets.Consolidated Balance Sheets. On derivative contracts recorded as assets in the table below, the Company is exposed to the risk the counterparties may not perform. The following table presents the fair value of derivative financial instruments at December 31, 2019as well as the potential effect of netting arrangements on the Company's recognized derivative asset and 2018liability amounts (in thousands):

 

December 31, 2019

 

 

December 31, 2018

 

December 31, 2021

 

December 31, 2020

 

 

Assets

 

 

Liabilities

 

 

Assets

 

 

Liabilities

 

Assets

 

Liabilities

 

Assets

 

Liabilities

 

Oil and natural gas derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

$

8,393

 

 

$

19,476

 

 

$

75,473

 

 

$

550

 

$

967

 

$

186,526

 

$

6,876

 

$

66,010

 

Non-current

 

 

 

 

 

511

 

 

 

 

 

 

 

 

2,770

 

 

13,938

 

 

945

 

 

9,625

 

Total

 

$

8,393

 

 

$

19,987

 

 

$

75,473

 

 

$

550

 

Total gross amounts presented on balance sheet

 

3,737

 

200,464

 

7,821

 

75,635

 

Less: Gross amounts not offset on the balance sheet

 

3,737

 

 

3,737

 

 

4,877

 

 

4,877

 

Net amounts

$

0

 

$

196,727

 

$

2,944

 

$

70,758

 

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;creditworthiness; (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 December 31, 20192021 represent derivative instruments from 117 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.

F-23


Subsequent event

The following table reflects the contracted volumes and weighted average prices the Company will receive under the terms of its derivative contracts entered into subsequent to December 31, 2019, which are not reflected in the table above:

Production Period

 

Instrument

Type

 

Average

Daily

Volumes

 

 

Weighted

Average

Swap Price

 

 

Weighted

Average

Put Price

 

 

Weighted

Average

Call Price

 

Crude Oil – WTI:

 

 

 

(Bbls)

 

 

(per Bbl)

 

 

(per Bbl)

 

 

(per Bbl)

 

April 2020 – December 2020

 

Swap

 

 

4,664

 

 

$

40.98

 

 

$

 

 

$

 

January 2021 – December 2021

 

Swap

 

 

1,992

 

 

$

48.48

 

 

$

 

 

$

 

Natural Gas – Henry Hub NYMEX:

 

 

 

(MMBtu)

 

 

(per MMBtu)

 

 

(per MMBtu)

 

 

(per MMBtu)

 

April 2020 – December 2020

 

Swaps

 

 

6,000

 

 

$

2.15

 

 

$

 

 

$

 

January 2021 – December 2021

 

Swaps

 

 

5,000

 

 

$

2.39

 

 

$

 

 

$

 

Note 7 — 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):

 

Year Ended December 31,

 

 

2021

 

2020

 

12.00% Second-Priority Senior Secured Notes – due January 2026

$

650,000

 

$

 

11.00% Second-Priority Senior Secured Notes – due April 2022

 

0

 

 

347,254

 

7.50% Senior Notes – due May 2022

 

6,060

 

 

6,060

 

Bank Credit Facility – matures November 2024

 

375,000

 

 

640,000

 

Total debt, before discount and deferred financing cost

 

1,031,060

 

 

993,314

 

Discount and deferred financing cost

 

(68,333

)

 

(7,802

)

Total debt, net of discount and deferred financing costs

 

962,727

 

 

985,512

 

Less: Current portion of long-term debt

 

6,060

 

 

0

 

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

$

956,667

 

$

985,512

 

F-22

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

11.00% Second-Priority Senior Secured Notes – due April 2022

 

$

390,868

 

 

$

390,868

 

7.50% Senior Notes – due May 2022

 

 

6,060

 

 

 

6,060

 

Bank Credit Facility – matures May 2022

 

 

350,000

 

 

 

265,000

 

4.20% Building Loan – matures November 2030

 

 

 

 

 

10,567

 

Total debt, before discount and deferred financing cost

 

 

746,928

 

 

 

672,495

 

Discount and deferred financing cost

 

 

(13,947

)

 

 

(17,191

)

Total debt, net of discount and deferred financing costs

 

 

732,981

 

 

 

655,304

 

Less: Current portion of long-term debt

 

 

 

 

 

(443

)

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

 

$

732,981

 

 

$

654,861

 


Table of Contents

In connection with the Stone Combination, the Company consummated the Transactions, pursuant to which (i) the Apollo Funds and Riverstone Funds contributed $102.0 million in aggregate principal amount of 9.75% Senior Notes to the Company in exchange for Common Stock; (ii) the holders of 11.00% Bridge Loans exchanged such 11.00% Bridge Loans for $172.0 million aggregate principal amount of 11.00% Notes and (iii) Franklin Noteholders and MacKay Noteholders exchanged their 7.50% Notes for $137.4 million aggregate principal amount of 11.00% Notes. An additional $81.5 million of 7.50% Notes held by non-affiliates were also exchanged for 11.00% Notes pursuant to an Exchange Offer and Consent Solicitation in connection with the Stone Combination.

The exchanges to 11.00% Notes were accounted for as a debt modification. Under a debt modification, a new effective interest rate that equates the revised cash flows to the carrying amount of the 11.00% Notes is computed and applied prospectively. Costs incurred with third parties directly related to the modification are expensed as incurred. The Company incurred approximately $4.3 million of transaction fees related to the modification which were expensed and reflected in general and administrative expense on the consolidated statements of operations during the year ended December 31, 2018. The Company also paid $9.3 million in work fees to holders of the 11.00% Notes, which are reflected as debt discount reducing long-term debt on the consolidated balance sheet.

11.00%12.00% Second-Priority Senior Secured Notes

The 12.00% Second-Priority Senior Secured Notes due April 2022

The 11.00% Notes2026 (the “12.00% Notes”) were issued pursuant to an indenture dated May 10, 2018,January 4, 2021 and the first supplemental indenture dated January 14, 2021 between the Parent Company (the “Parent Guarantor”), Talos Issuers,Production Inc. (the “Issuer”), and certain of the subsidiary guarantors party theretoIssuer's subsidiaries (the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”) and Wilmington Trust, National Association, as trustee and collateral agent. The 11.00%12.00% Notes rank pari passu in right of payment and constitute a single class of securities for all purposes under the indentures. The 12.00% Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Parent Guarantor and on a second-priority senior secured basis by each of the Subsidiary Guarantors and will be unconditionally guaranteed on the same basis by certain of the Issuer’s future subsidiaries. The 12.00% Notes are secured on a second-priority basis by liens on substantially the same collateral as the Issuer’s existing first-priority obligations under its Bank Credit Facility. The 12.00% Notes mature April 3, 2022January 15, 2026 and have interest payablesemi-annually each AprilJanuary 15 and October 15. PriorJuly 15, commencing on July 15, 2021.

At any time prior to May 10, 2020,January 15, 2023, the Company may at its option, redeem all or a portionup to 40% of the 11.00%principal amount of the 12.00% Notes at 105.5%a redemption rate of 112.00% of the principal amount plus accrued and unpaid interest. At any time prior to January 15, 2023, the Company may also redeem some or all of the 12.00% Notes at a price equal to 100% of the principal amount of the 12.00% Notes, plus a “make-whole premium,” together with accrued and unpaid interest, and a make-whole premium. if any, to, but excluding, the date of redemption.Thereafter, the Company may redeem all or a portion of the 11.00%12.00% Notes in whole at any time or in part from time to time at the following redemption prices decreasing annually at May 10 from 102.75% to 100.0%(expressed as percentages of principal amount) plus accrued and unpaid interest.interest if redeemed during the period commencing on January 15 of the years set forth below:

Period

 

Redemption Price

 

2023

 

 

106.00

%

2024

 

 

103.00

%

2025

 

 

100.00

%

F-24


The indenture governing the 11.00%12.00% Notes applies certain limitations on the Company’s ability and the ability of its subsidiaries to, among other things, (i) incur, assume or guarantee additional indebtedness or issue certain preferred shares;convertible or redeemable equity securities; (ii) create liens to secure indebtedness; (iii) pay dividends anddistributions on equity interests, repurchase equity securities or redeem junior lien, unsecured or subordinated indebtedness; (iv) make certain other restricted payments; (iii) create restrictions on the payment of dividendsinvestments; (v) restrict distributions, loans or other distributions to the Companyasset transfers from itsTalos Production Inc.’s restricted subsidiaries; (iv) create liens on certain assets to secure debt; (v) make certain investments; (vi) engage in sales of assets and subsidiary stock; (vii) transfer allconsolidate with or merge with or into, or sell substantially all of itsTalos Production Inc.’s properties to, another person; (vii) sell or otherwise dispose of assets, or enter into merger or consolidation transactions;including equity interests in subsidiaries; and (viii) engage inenter into transactions with affiliates. The 11.00%12.00% Notes contain customary quarterly and annual reporting, financial and administrative covenants. The Company was in compliance with all debt covenants at December 31, 2019.2021.

11.00% Second-Priority Senior Secured Notes

On January 13, 2021, the Company redeemed $347.3 million aggregate principal amount of the 11.00% Second-Priority Senior Secured Notes due 2022 (the “11.00% Notes”) at 102.75% plus accrued and unpaid interest using the proceeds from the issuance of the 12.00% Notes. The debt redemption resulted in a loss on extinguishment of debt of $13.2 million for the year ended December 31, 2021, which is included in “Other income (expense)” on the Consolidated Statements of Operations.

On June 15, 2020, the Company entered into an exchange agreement pursuant to which the Company agreed to exchange $37.2 million aggregate principal amount of the 11.00% Notes from certain holders in exchange for 3.1 million shares of the Company’s common stock plus cash in an amount equal to accrued interest up to the June 18, 2020 settlement date. Additionally, during the year ended December 31, 2020, the Company repurchased $6.4 million of the 11.00% Notes. The exchange agreement and debt repurchases resulted in a gain on extinguishment of debt for the year ended December 31, 2020 of $1.7 million, which is included in “Other income (expense)” on the Consolidated Statements of Operations.

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7.50% Senior Notes

The 7.50% Senior Notes due May 2022

The 7.50% (the “7.50% Notes) represent the remaining $6.1$6.1 million of long-term debt assumed on May 10, 2018 in the Stone Combinationa business combination that werewas not exchanged for 11.00%the 11.00% Notes pursuant to the Exchange Offeran exchange offer and Consent Solicitation,consent solicitation, and thus remain outstanding. As a result of the Exchange Offerexchange offer and Consent Solicitation,consent solicitation, substantially all of the restrictive covenants relating to the 7.50%7.50% Notes have been removed and collateral securing the 7.50%7.50% Notes has been released. The 7.50%7.50% Notes mature May 31, 2022 and have interest payablesemi-annually each May 31 and November 30. Prior to May 31, 2020, the Company may, at its option, redeem up to 35% of the 7.50% Notes at 107.5% of the principal amount plus accrued and unpaid interest and a make-whole premium. Thereafter, the30. The Company may redeem all or a portion of the 7.50%7.50% Notes at redemption prices decreasing annually at(expressed as percentages of the principal amount) equal to: (i) 105.625% for the twelve-month period beginning on May 31, from 105.625% to 100.0%2021 and (ii) 100% beginning May 31, 2022, in each case, plus accrued and unpaid interest.interest at the redemption date.

Bank Credit Facility – matures May 2022

The Company and Talos Production Inc., a subsidiary of the Company that was formerly known as Talos Production LLC, maintains a Bank Credit Facility with a syndicate of financial institutions, with a borrowing base of $950.0 million as of year ended December 31, 2019. institutions. The Bank Credit Facility maturesprovides for determination of the borrowing base based on May 10, 2022, provided thatthe 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 each year. On June 22, 2021, the Company entered into a Borrowing Base Redetermination Agreement and Sixth Amendment to Credit Agreement (the “Sixth Amendment”). The Sixth Amendment, among other things, (i) extended the maturity date of the Bank Credit Facility mandates a springing maturity that is 120 days prior tofrom May 10, 2022 if greater than $25.0to November 12, 2024, (ii) decreased the borrowing base from $960.0 millionto $950.0 million and (iii) decreased the commitments to $655.0 million. On August 2, 2021 an additional lender was added to the syndicate, which increased commitments from $655.0 million to $730.0 million. On December 21, 2021, the Company entered into an Incremental Agreement, Borrowing Base Redetermination Agreement and Seventh Amendment to Credit Agreement (the “Seventh Amendment”). The Seventh Amendment, among other things, (i) reaffirmed the borrowing base at $950.0 million, (ii) increased the commitments from $730.0 million to $791.3 million, (iii) added an additional lender to the syndicate and (iv) added a provision to facilitate investments of the 11.00% Notes or any permitted refinancing indebtednessup to $50.0 million in resect thereof is outstanding on such date.carbon capture and sequestration and other emerging energy transition opportunities in unrestricted subsidiaries.

The Bank Credit Facility bears interest based on the borrowing base usage, at the applicable London InterBank Offered Rate (“LIBOR”) plus applicable margins, ranging from 2.75% to 3.75% or an alternate base rate (“ABR”) plus applicable margins. The ABR is based on the greater of (a) the prime rate, (b) a federal funds effective rate plus applicable margins ranging from 1.75% to 2.75%0.5% or (c) the one-month Adjusted LIBOR Rate plus 1.0%. In addition, the Company is obligated to pay a commitment fee of 0.50% on the unfundedunutilized portion of the commitments. The pricing grid below shows the applicable margin for LIBOR loans and ABR loans as well as the commitment fee rate based upon the applicable borrowing base utilization percentage:

Borrowing Base Utilization Percentage

 

Utilization

 

LIBOR Loans

 

ABR Loans

 

Commitment
Fee Rate

Level 1

 

< 25%

 

3.00%

 

2.00%

 

0.50%

Level 2

 

25% < 50%

 

3.25%

 

2.25%

 

0.50%

Level 3

 

50% < 75%

 

3.50%

 

2.50%

 

0.50%

Level 4

 

75% < 90%

 

3.75%

 

2.75%

 

0.50%

Level 5

 

90%

 

4.00%

 

3.00%

 

0.50%

The Bank Credit Facility has certain debt covenants, the most restrictive of which is that the Company must maintain a total debt to EBITDAX Ratio (as defined in the Bank Credit Facility) of no greater than 3.00 to 1.00 calculated each quarter.quarter utilizing the most recent twelve months to determine EBITDAX. The Company must also maintain a current ratio no less than 1.00 to 1.00 each quarter. According to the Bank Credit Facility, undrawnunutilized commitments are included in current assets in the current ratio calculation. The Bank Credit Facility is secured by substantially all of the oil and natural gas assets of the Company. The Bank Credit Facility is fully and unconditionally guaranteed by the Company and certain of its wholly-owned subsidiaries.

The Bank Credit Facility provides for determination of the borrowing base based on the Company’s proved producing reserves and a portion of its proved undeveloped reserves. The borrowing base is redetermined by the lenders at least semi-annually during the second quarter and fourth quarter.

On July 3, 2019, the Company entered into a Joinder, First Amendment to Credit Agreement, and Borrowing Base Reaffirmation Agreement in which, (a) the $850.0 million borrowing base was reaffirmed, (b) the commitments were increased from $600.0 million to $850.0 million and (c) certain other amendments will be made to the Bank Credit Facility as more particularly described therein.

On December 10, 2019, the Company entered into a Joinder, Commitment Increase Agreement, Second Amendment to Credit Agreement, Borrowing Base Redetermination Agreement, and Amendment to Other Credit DocumentsF-24 in which (a) the borrowing base was increased from $850.0 million to $950.0 million, (b) the commitments were increased from $850.0 million to $950.0 million and (c)


certain other amendments were made to the Bank Credit Facility as more particularly described therein. Upon closingTable of the ILX and Castex Acquisition, Contentsthe borrowing base was increased from $950.0 million to $1.15 billion and the commitments were increased from $950.0 million to $1.15 billion.

F-25


As of December 31, 2019,2021, the Company's borrowing base was $950.0 million with total commitments of $791.3 million. Additionally, no more than $200.0 million of the Company’s borrowing base and commitments were $950.0 million, of which no more than $200.0 million can be used as letters of credit.credit with current commitments at $150.0 million. The amount the Company is able to borrow with respect to the borrowing base is subject to compliance with the financial covenants and other provisions of the Bank Credit Facility. The Company was in compliance with all debt covenants at December 31, 2019.2021. As of December 31, 2019,2021, the Company had outstanding borrowings at a weighted average interest rate of 3.50%. See Note 12 — Commitments and Contingencies for the amount of letters of credit issued under the Bank Credit Facility had approximately $586.4 million of undrawn commitments (taking into account $13.6 million letters of credit and $350.0 million drawn from the Bank Credit Facility).

Building Loan– matures November 2030

In connection with the Stone Combination, the Company assumed Stone’s 4.20% term loan maturing on November 20, 2030 (the “Building Loan”). The Building Loan bears interest at a rate of 4.20% per annum and is to be repaid in 180 equal monthly installments of approximately $0.1 million. During June 2019, the Company repaid $10.4 million aggregate remaining principal, plus accrued interest, of the Building Loan using proceeds from the sale of an office building in Lafayette acquired in the Stone Combination and cash on hand. Asas of December 31, 2019, there is 0 outstanding balance under the Building Loan.2021.

Subsequent Event

On January 17, 2020, the Company borrowed $25.0 million from the Bank Credit Facility to fund 2020 general corporate activities. On February 27, 2020, the Company borrowed $275.0 million to fund the cash portion of the purchase price in the ILX and Castex Acquisition. On February 28, 2020, as a result of the closing of the ILX and Castex Acquisition, the borrowing base and commitments were increased from $950.0 million to $1.15 billion. As of the closing of the ILX and Castex Acquisition, the Bank Credit Facility had approximately $486.4 million of undrawn commitments (taking into account $13.6 million letters of credit and $650.0 million drawn from the Bank Credit Facility). See Note 16 Subsequent Events.

Note 8 — Employee Benefits Plans and Share-Based Compensation

Stone Change of Control and SeveranceLong Term Incentive Plans

As a result of the Stone Combination, the Company assumed the Stone Energy Corporation Executive Severance Plan and Stone Energy Corporation Employee Severance Plan, each a legacy plan of Talos Petroleum LLC (f/k/a Stone Energy Corporation). The plans provided for the payment of severance and change in control benefits to certain individuals who, prior to the Stone Combination, were executive officers or employees of Talos Petroleum LLC, in each case upon an involuntary termination within twelve months of the Stone Closing Date. For the years ended December 31, 2019 and 2018 the Company incurred $0.2 million and $7.8 million of severance expense, reflected in general and administrative expense on the consolidated statements of operations. The plans were terminated on July 11, 2019.

On May 11, 2021, the Company’s stockholders approved the Talos Energy Inc. 2021 Long Term Incentive Plan

In 2018, (the “2021 LTIP”), which had previously been approved by the Company adoptedboard of directors of the Company. No further awards will be granted under the Talos Energy Inc. Long Term Incentive Plan (the “LTIP”“2018 LTIP”) (together with the 2021 LTIP, the “LTIP Plans”).

The 2021 LTIP provides for potential grants of: (i) incentive stock options qualified as such under U.S. federal income tax laws (“ISOs”), pursuant to which the Company may, subject to approval by the Talos board of directors, grant(ii) stock options that do not qualify as ISOs (together with ISOs, “Options”), (iii) stock appreciation rights, (iv) restricted stock restrictedawards, (v) RSUs, (vi) awards of vested stock, units, stock awards,(vii) dividend equivalents, (viii) other stock-based awards,share-based or cash awards and (ix) substitute awards or any combination(collectively, the “Awards”). Employees, non-employee directors and consultants of the foregoingCompany and its affiliates are eligible to employees, directors and consultants.receive awards under the 2021 LTIP. The 2021 LTIP authorizes the Company to grant awards of up to 5,374,3408,639,415 shares of the Company’s Common Stock.common stock, subject to the share counting and share recycling provisions of the 2021 LTIP.

Restricted Stock Units – Employees RSUs granted to employees under the LTIP Plans primarily vest ratably over an approximate three year period subject to such employee’s continued service through each vesting date. Upon vesting, each RSU represents a contingent right to receive 1 share of Common Stock.common stock. The total unrecognized share-based compensation expense related to these RSUs at December 31, 20192021 was approximately $12.9$14.2 million, which is expected to be recognized over a weighted average period of 2.11.8 years.

Restricted Stock UnitsNon-employee DirectorsRSUs granted to non-employee directors under the LTIP Plans vested approximately one year following the date of grant, subject to such non-employee director’s continued service through the vesting date. Upon vesting, these RSUs represent a contingent right to receive 1one share of Common Stockcommon stock for each RSU for 60%60%, and cash for the remaining 40%40%. The total unrecognized share-based compensation expense related to these RSUs at December 31, 20192021 was approximately $0.1$0.1 million, which is expected to be recognized over a weighted average period of 0.2 years. Of the unrecognized share-based compensation expense, $0.1$0.1 million relates to liability awards and will be subsequently remeasured at each reporting period.

F-26F-25


Table of Contents

The following table summarizes RSU activityactivity:

 

Restricted Stock
Units

 

Weighted Average
Grant Date Fair
Value

 

Unvested RSUs at December 31, 2018

 

138,704

 

$

33.85

 

Granted

 

732,771

 

$

24.39

 

Vested

 

(69,235

)

$

33.72

 

Forfeited

 

(68,463

)

$

25.43

 

Unvested RSUs at December 31, 2019

 

733,777

 

$

25.20

 

Granted

 

1,284,797

 

$

10.02

 

Vested

 

(273,787

)

$

25.09

 

Forfeited

 

(91,799

)

$

19.65

 

Unvested RSUs at December 31, 2020

 

1,652,988

 

$

13.73

 

Granted

 

1,102,038

 

$

13.11

 

Vested

 

(669,832

)

$

15.01

 

Forfeited

 

(101,995

)

$

12.46

 

Unvested RSUs at December 31, 2021(1)

 

1,983,199

 

$

13.02

 

(1)
As of December 31, 2021, 25,592 of the unvested RSUs were accounted for as liability awards in “Accrued liabilities” on the yearsConsolidated Balance Sheet.

The Company considers its intent and ability to settle awards in cash or shares in determining whether to classify the awards as equity or as a liability. Certain awards granted during the year ended December 31, 2019 and 2018:2021 were originally classified as liability awards; however, these awards became equity-classified awards upon stockholder approval of the 2021 LTIP. The aggregate amount of compensation cost related to these awards is determined by the fair value of the award on the modification date.

 

 

Restricted Stock

Units

 

 

Weighted Average

Grant Date Fair

Value

 

Unvested RSUs at December 31, 2017

 

 

 

 

$

 

Granted

 

 

139,411

 

 

 

33.85

 

Vested

 

 

(53

)

 

 

32.86

 

Forfeited

 

 

(654

)

 

 

32.86

 

Unvested RSUs at December 31, 2018

 

 

138,704

 

 

$

33.85

 

Granted

 

 

732,771

 

 

 

24.39

 

Vested

 

 

(69,235

)

 

 

33.72

 

Forfeited

 

 

(68,463

)

 

 

25.43

 

Unvested RSUs at December 31, 2019

 

 

733,777

 

 

$

25.20

 

Performance Share Units – EmployeesPSUs granted to employees under the LTIP Plans represent the contingent right to receive 1 share of Common Stock.common stock. However, the number of shares of Common Stockcommon stock issuable upon vesting ranges from 0 to 200%200% of the target number of PSUs granted based on the TSR of the Common Stockcommon stock relative to the TSR achieved by a specific industry peer group over an approximate three-year performance period, the last day of which is also the vesting date. The total unrecognized share-based compensation expense related to these PSUs at December 31, 20192021 was approximately $9.6$8.8 million, which is expected to be recognized over a weighted average period of 1.71.8 years.

The following table summarizes PSU activity foractivity:

 

Performance
Share
Units

 

Weighted Average
Grant Date Fair
Value

 

Unvested PSUs at December 31, 2018

 

231,542

 

$

44.47

 

Granted

 

218,060

 

$

33.96

 

Forfeited

 

(31,771

)

$

40.27

 

Unvested PSUs at December 31, 2019

 

417,831

 

$

39.31

 

Granted

 

441,642

 

$

13.05

 

Forfeited

 

(25,301

)

$

37.67

 

Unvested PSUs at December 31, 2020

 

834,172

 

$

25.46

 

Granted

 

586,995

 

$

18.96

 

Vested

 

(391,308

)

$

39.43

 

Forfeited

 

(14,400

)

$

18.48

 

Unvested PSUs at December 31, 2021

 

1,015,459

 

$

16.41

 

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Table of Contents

Certain awards granted during the yearsyear ended December 31, 2019 and 2018:

 

 

Performance

Share

Units

 

 

Weighted Average

Grant Date Fair

Value

 

Unvested PSUs at December 31, 2017

 

 

 

 

$

 

Granted

 

 

232,891

 

 

 

44.47

 

Vested

 

 

 

 

 

 

Forfeited

 

 

(1,349

)

 

 

42.94

 

Unvested PSUs at December 31, 2018

 

 

231,542

 

 

$

44.47

 

Granted

 

 

218,060

 

 

 

33.96

 

Vested

 

 

 

 

 

 

Forfeited

 

 

(31,771

)

 

 

40.27

 

Unvested PSUs at December 31, 2019

 

 

417,831

 

 

$

39.31

 

The grant date fair value2021 were originally classified as liability awards; however, these awards became equity-classified awards upon stockholder approval of the PSUs, calculated using a Monte Carlo simulation, was $7.4 million and $10.4 million for the years ended December 31, 2019 and 2018.2021 LTIP. The following table summarizes the assumptions used in the Monte Carlo simulationsto calculate the grant date fair value of the PSUs granted forand modified at the years ended December 31, 2019 and 2018:

date indicated:

 

2019 Grant Date

 

 

2018 Grant Date

 

 

March 5

 

 

May 16

 

 

August 29

 

 

September 28

 

2021

 

2020

 

2019

 

Number of simulations

 

 

100,000

 

 

 

100,000

 

 

 

100,000

 

 

 

100,000

 

Modification

 

Grant

 

Grant

 

Grant

 

May 11

 

March 8

 

March 5

 

March 5

 

May 16

 

Expected term (in years)

 

 

2.8

 

 

 

2.6

 

 

 

2.7

 

 

 

2.6

 

 

2.6

 

2.8

 

2.8

 

2.8

 

2.6

 

Expected volatility

 

 

46.9

%

 

 

44.8

%

 

 

50.6

%

 

 

47.4

%

 

80.9

%

 

78.3

%

 

48.8

%

 

46.9

%

 

44.8

%

Risk-free interest rate

 

 

2.5

%

 

 

2.1

%

 

 

2.7

%

 

 

2.9

%

 

0.3

%

 

0.3

%

 

0.6

%

 

2.5

%

 

2.1

%

Dividend yield

 

 

%

 

 

%

 

 

%

 

 

%

 

0

%

 

0

%

 

0

%

 

0

%

 

0

%

Fair value (in thousands)

$

9,715

 

$

11,129

 

$

5,763

 

$

6,195

 

$

1,210

 

F-27


Talos Energy LLC Series B Units

Prior to the Stone Combination, the Limited Liability Company Agreement of Talos Energy LLC established Series A, Series B and Series C Units. Series B Units were generally intended to be used as incentives for Talos Energy LLC employees. Series B Units do not participate in distributions prior to vesting or until Series A Units have received cumulative distributions equal to (i) the original cash contributed to the Company for such Series A Units and (ii) an 8% return, compounded annually (the “Aggregate Series A Payout”), and Series C Units have received 0 distributions. In connection with the Transactions, the Series A, Series B and Series C Units were exchanged for an equivalent number of units in each of an entity affiliated with the Apollo Funds and an entity affiliated with the Riverstone Funds, each of which hold Common Stock of the Company. The modification did not result in incremental value to the Series B Units.

For accounting and financial reporting purposes, the Series B Units are deemed to be equity awards, and the compensation expense related to these awards is recorded on a straight-line basis over the vesting period in the Company’s consolidated financial statements and is reflected as a corresponding credit to accumulated deficit on the consolidated balance sheet.

The Company’s unrecognized compensation expense at December 31, 2019 is approximately $2.4 million. Of this amount, approximately $0.2 million of the unrecognized compensation expense will continue to be recognized on a straight-line basis over the remainder of the four year requisite service period. The remaining $2.2 million will be recognized upon an Aggregate Series A Payout. The weighted-average period over which the unrecognized compensation expense for the Series B Units will be recognized is 1.1 years.

New Talos Energy LLC Series B Units

In connection with the transactions contemplated in the Exchange Agreement on May 10, 2018, an entity affiliated with the Apollo Funds and an entity affiliated with the Riverstone Funds, each of which hold Common Stock in the Company as a result of the Sponsor Debt Exchange, established new Series A Units (“New Series A Units”) and new Series B Units (“New Series B Units”). The New Series B Units are generally intended to be used as incentives for Talos Energy LLC employees.

The New Series B Units do not participate in distributions prior to vesting or until the New Series A Units have received cumulative distributions of $102.0 million. After issuance, 80% of the New Series B Units vest on a monthly basis over a four year period based on the initial vesting schedule of the original Series B Units, subject to continued employment. All unvested New Series B Units fully vest upon the cumulative distribution of $102.0 million.

For accounting and financial reporting purposes, the New Series B Units are deemed to be equity awards, and the compensation expense related to these awards is recorded on a straight-line basis over the vesting period in the Company’s consolidated financial statements and is reflected as a corresponding credit to accumulated deficit on the consolidated balance sheet.

The New Series B Units issued were valued using the option pricing method for valuing securities. In this method, the rights and claims of each security are modeled as a portfolio of Black-Scholes-Merton call options written on the total equity of the entities affiliated with the Apollo Funds and Riverstone Funds. The total value of the equity is calculated in an iterative process that results in the New Series A Units being valued at par. The risk-free rate of interest is based on the U.S. Treasury yield curve on the grant date. The expected time to a liquidity event is based on a weighted average calculation of management’s estimate considering market conditions and expectations. The expected volatility of equity is based on the volatility of the assets of similar publicly traded companies using a Black-Scholes-Merton model. The discount for lack of marketability is based on the restrictions on the New Series B Units and the volatility of the New Series B Units using a Black-Scholes-Merton model.

The Company’s unrecognized compensation expense at December 31, 2019 is approximately $1.0 million. Of this amount, approximately $0.1 million of the unrecognized compensation expense will continue to be recognized on a straight-line basis over the remainder of the four year requisite service period. The remaining $1.0 million will be recognized upon the New Series A Units receiving the cumulative distribution. The weighted-average period over which the unrecognized compensation expense will be recognized is 0.6 years.

F-28


Share-based Compensation Expense, netCosts

Share-based compensation expensecosts associated with RSUs, PSUs and Series B Unitsother awards are reflected as general“General and administrative expense,expense” on the Consolidated Statements of Operations, net amounts capitalized to oil and gas properties, in“Proved Properties” on the consolidated statements of operations. 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“Net cash used in or provided by operating activities inactivities” on the consolidated statementsConsolidated Statements of cash flows.Cash Flows.

ForThe following table presents the year ended December 31, 2019, share-based compensation expense did not have any associated income tax benefit. The Company recognized the following share-based compensation expense, net for the years ended December 31, 2019, 2018amount of cost expensed and 2017capitalized (in thousands):

 

Year Ended December 31,

 

 

2021

 

2020

 

2019

 

Share-based compensation costs

$

20,560

 

$

16,462

 

$

12,924

 

Less: Amounts capitalized to oil and gas properties

 

9,568

 

 

7,793

 

 

5,960

 

Total share-based compensation expense

$

10,992

 

$

8,669

 

$

6,964

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Talos Energy Inc. Long Term Incentive Plan

 

$

12,523

 

 

$

2,091

 

 

$

 

Talos Energy LLC Series B Units

 

 

256

 

 

 

666

 

 

 

1,795

 

New Talos Energy LLC Series B Units

 

 

145

 

 

 

3,752

 

 

 

 

Total share-based compensation expense

 

 

12,924

 

 

 

6,509

 

 

 

1,795

 

Less: amounts capitalized to oil and gas properties

 

 

(5,960

)

 

 

(3,616

)

 

 

(920

)

Total share-based compensation expense, net

 

$

6,964

 

 

$

2,893

 

 

$

875

 

Note 9 — Income Taxes

Prior to the Stone Combination, Talos Energy LLC was a partnership for U.S. federal income tax purposes and was not subject to U.S. federal income tax or state income tax (in most states) at the entity level. As such, Talos Energy LLC did not recognize U.S. federal income tax expense or state income tax expense in most states. Talos Energy LLC’s operations in the shallow waters off the coast of Mexico were conducted under a different legal form and are subject to foreign income taxes.

Tax Cuts and Jobs Act

On December 22, 2017, the President signed into law Public Law No. 115-97 (“Tax Act”), an Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018. The Tax Act made broad and complex changes to the U.S. tax code. The SEC issued Staff Accounting Bulletin 118, which has since been codified into ASC 740, providing guidance on the accounting for the tax effects of the Tax Act. ASC 740 provides a measurement period that should not extend beyond one year from the Tax Act enactment date to complete the accounting under ASC 740. In accordance with this pronouncement, the Company completed its assessment on certain effects of the Tax Act in the financial statements for the period ending December 31, 2018. In assessing the need for a valuation allowance on its deferred tax assets, the Company considered whether it was more likely than not that some portion or all of them will not be realized. Due to a full valuation allowance against the Company’s deferred tax assets, the adjustments did not have any net impact on tax expense for 2018.

Income Tax Expense (Benefit)

The components of income tax expense (benefit) were as follows (in thousands):

 

Year Ended December 31,

 

 

2021

 

2020

 

2019

 

Current income tax expense (benefit):

 

 

 

 

 

 

United States

$

(5

)

$

(499

)

$

437

 

Mexico

 

(993

)

 

185

 

 

1,183

 

Total current income tax expense (benefit)

$

(998

)

$

(314

)

$

1,620

 

 

 

 

 

 

 

 

Deferred income tax expense (benefit):

 

 

 

 

 

 

United States

$

(1,067

)

$

35,923

 

$

(37,131

)

Mexico

 

430

 

 

(26

)

 

(630

)

Total deferred income tax expense (benefit)

$

(637

)

$

35,897

 

$

(37,761

)

 

 

 

 

 

 

 

Total income tax expense (benefit)

$

(1,635

)

$

35,583

 

$

(36,141

)

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Current income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

437

 

 

$

 

 

$

 

Mexico

 

 

1,183

 

 

 

1,345

 

 

 

 

Total current income tax expense

 

$

1,620

 

 

$

1,345

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred income tax expense (benefit)

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

(37,131

)

 

$

1,064

 

 

$

 

Mexico

 

 

(630

)

 

 

513

 

 

 

 

Total deferred income tax expense (benefit)

 

 

(37,761

)

 

 

1,577

 

 

 

 

Total income tax expense (benefit)

 

$

(36,141

)

 

$

2,922

 

 

$

 

F-29F-27


TheTable of Contents

A reconciliation of income taxestax expense (benefit) computed at the U.S. federal statutory tax rate to the Company’s income tax expense (benefit) is as follows (in thousands, except percentages):

 

Year Ended December 31,

 

Year Ended December 31,

 

 

2019

 

 

2018

 

 

2017

 

2021

 

2020

 

2019

 

Income tax expense (benefit) at the federal statutory tax rate

 

$

4,744

 

 

$

47,137

 

 

$

(22,004

)

$

(38,763

)

$

(90,304

)

$

4,744

 

Earnings not subject to tax

 

 

 

 

 

9,980

 

 

 

22,004

 

State income taxes

 

 

1,396

 

 

 

11,738

 

 

 

 

 

(674

)

 

(14,215

)

 

1,396

 

Foreign income taxes

 

 

 

 

 

1,008

 

 

 

 

Permanent differences

 

 

340

 

 

 

 

 

 

 

Foreign rate differential

 

 

(4,948

)

 

 

432

 

 

 

 

Impact of foreign operations

 

(11,920

)

 

(1,030

)

 

(4,948

)

Effect of change in state rate

 

2,008

 

 

 

Prior year taxes

 

 

(1,950

)

 

 

417

 

 

 

 

 

486

 

(4,237

)

 

(1,950

)

Other adjustments

 

 

137

 

 

 

800

 

 

 

 

 

0

 

 

137

 

Change in tax status

 

 

 

 

 

(35,925

)

 

 

 

Legal entity reorganization

 

 

39,336

 

 

 

 

 

 

 

 

0

 

(17,566

)

 

39,336

 

Change in valuation allowance

 

 

(75,196

)

 

 

(32,665

)

 

 

 

 

45,547

 

162,213

 

(75,196

)

Other permanent differences

 

1,681

 

 

722

 

 

340

 

Total income tax expense (benefit)

 

$

(36,141

)

 

$

2,922

 

 

$

 

$

(1,635

)

$

35,583

 

$

(36,141

)

Effective tax rate

 

 

(159.99

)%

 

 

1.30

%

 

 

%

 

0.89

%

 

(8.27

)%

 

(159.99

)%

The Company’s effective tax rate for the year ending December 31, 2021 differed from the federal statutory rate of 21.0% primarily due to recording a full valuation allowance against its federal, state and foreign deferred tax assets.

The Company’s effective tax rate for the year ending December 31, 2020 differed from the federal statutory rate of 21.0% primarily due to a non-cash tax expense of $162.2 million related to the recognition of a valuation allowance for its excess federal and state deferred tax assets. This expense was partially offset by a tax benefit of $17.6 million from adopting the final Treasury Regulations under Section 163(j) of the Internal Revenue Code (the “IRC”) for tax years ended December 31, 2018 and December 31, 2019. The adoption of the final Treasury Regulations reduced the non-cash tax expense recognized in the year ending December 31, 2019 from the legal entity conversion of a partnership to a corporation.

The Company’s effective tax rate for the year ending December 31, 2019 differed from the federal statutory rate of 21.0%21.0% primarily due to a non-cash tax benefit of $75.2$75.2 million related to the full release of the valuation allowance for its federal and a significant portion of its state deferred tax assets. The federal and state portion of the release equals $80.2$80.2 million, partially offset by a $5.0$5.0 million increase in valuation allowance recorded against foreign deferred tax assets. Additionally, the Company recorded a tax expense of $39.3$39.3 million related to the reorganization of our subsidiaries, of which $38.9$38.9 million represents the non-cash impact from the legal entity conversion of a partnership to a corporation.

The effective tax rate for years 2018 differed from the federal statutory rateF-28


Table of 21% primarily due to recording a full valuation allowance against its deferred tax assets. The effective tax rate for year 2017 differed from the federal statutory rate of 35.0% because the Company was not subject to U.S. federal or state taxation as a partnership and the Company’s Mexico operations did not incur a material income tax expense.Contents

F-30


Deferred Tax Assets and Liabilities

Deferred taxesNet deferred tax assets (liabilities) reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of deferred tax assets and liabilities were as follows (in thousands):

 

Year Ended December 31,

 

Year Ended December 31,

 

 

2019

 

 

2018

 

2021

 

2020

 

Deferred tax assets:

 

 

 

 

 

 

 

 

 

 

 

 

Federal net operating loss

 

$

131,204

 

 

$

117,546

 

$

153,849

 

$

133,804

 

Foreign tax loss carryforward

 

 

2,316

 

 

 

2,303

 

 

49,932

 

45,980

 

State net operating loss

 

 

24,270

 

 

 

23,542

 

 

24,265

 

25,740

 

Asset retirement obligations

 

 

89,059

 

 

 

95,546

 

 

92,823

 

106,604

 

Tax credits

 

 

449

 

 

 

12

 

 

303

 

522

 

Interest

 

 

 

 

 

33,867

 

Derivatives

 

 

2,794

 

 

 

 

 

42,075

 

16,346

 

Other well equipment inventory

 

 

10,014

 

 

 

12,901

 

 

5,680

 

9,470

 

Accrued bonus

 

 

3,753

 

 

 

4,042

 

 

5,087

 

3,069

 

Operating lease liabilities

 

 

2,317

 

 

 

2,509

 

 

4,081

 

4,904

 

Other

 

 

7,004

 

 

 

 

 

9,257

 

 

7,727

 

Total deferred tax assets

 

 

273,180

 

 

 

292,268

 

 

387,352

 

354,166

 

Valuation allowance

 

 

(19,118

)

 

 

(94,085

)

 

(224,266

)

 

(178,998

)

Total deferred tax assets, net

 

$

254,062

 

 

$

198,183

 

$

163,086

 

$

175,168

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Oil and gas properties

 

 

211,216

 

 

 

179,780

 

$

160,002

 

$

170,596

 

Deferred financing

 

 

3,752

 

 

 

 

 

0

 

1,765

 

Operating lease assets

 

 

1,814

 

 

 

 

 

1,423

 

1,652

 

Derivatives

 

 

 

 

 

18,246

 

Prepaid

 

 

3,419

 

 

 

3,371

 

 

3,075

 

 

3,216

 

Other

 

 

 

 

 

642

 

Deferred tax liabilities

 

 

220,201

 

 

 

202,039

 

Net deferred tax asset (liability)

 

$

33,861

 

 

$

(3,856

)

Total deferred tax liabilities

 

164,500

 

 

177,229

 

Net deferred tax liability

$

(1,414

)

$

(2,061

)

Net Operating Loss

The table below presents the details of the Company’s net operating loss and tax credit carryovers as of December 31, 20192021 (in thousands):

 

Amount

 

 

Expiration Year

Amount

 

Expiration Year

Federal net operating losses

 

$

536,463

 

 

2035 - 2037

$

534,964

 

2035 - 2037

Federal net operating losses

 

$

60,948

 

 

Unlimited

$

197,651

 

Unlimited

Foreign tax loss carryforward

 

$

26,879

 

 

2025 - 2029

$

166,440

 

2025 - 2031

State net operating losses

 

$

380,609

 

 

2020 - 2038

$

125,958

 

2025 - 2037

State net operating losses

$

268,221

 

Unlimited

As of December 31, 2019,2021, the Company had U.S. federal net operating loss carryforwards (“NOLs”) of approximately $597.4732.6 million, of which $536.5$546.5 million is subject to limitation under Section 382 of the Internal Revenue Code (“IRC”).IRC. IRC Section 382 provides an annual limitation with respect to the ability of a corporation to utilize its tax attributes, against future U.S. taxable income in the event of a change in ownership. If not utilized, such carryforwards would begin to expire in 2035.2035.

F-31


Valuation Allowance

The Company recorded a valuation allowance of $19.1$224.3 million and $94.1$179.0 million as of December 31, 20192021 and December 31, 2018,2020, respectively. Deferred income tax assets and liabilities are recorded related to net operating lossesNOLs and temporary differences between the book and tax basis of assets and liabilities expected to produce tax deductions and income in the future. The realization of these assets depends on recognition of sufficient future taxable income in specific tax jurisdictions in which those temporary differences or net operating lossesNOLs relate. In assessing the need for a valuation allowance, the Company considers whether it is more likely than not that some portion or all of themthe deferred tax assets will not be realized.

Through the third quarterF-29


Table of 2019 and period ended December 31, 2018, the Company maintained a valuation allowance related to federal, state and foreign deferred tax assets, as there was insufficient positive evidence to overcome the substantial negative evidence of cumulative losses in these periods. During the fourth quarter of 2019, the Company reached the conclusion that it was appropriate to release the valuation allowances against its federal deferred tax assets and a significant portion of its state deferred tax assets due to the sustained positive operating performance and the availability of expected future taxable income. Additionally, the Company achieved a cumulative three-yearContents income position. The Company’s remaining valuation allowance primarily relates to various state operating loss carryforwards and foreign deferred tax assets.

Uncertain Tax Positions

The table below sets forth the beginning and ending balance of the total amount of unrecognized tax benefits. There are noNone of the unrecognized benefits that would impact the effective tax rate if recognized. While amounts could change during the next 12 months, the Company does not anticipate having a material impact on its financial statements.

Balances in the uncertain tax positions are as follows (in thousands):

 

Year Ended December 31,

 

Year Ended December 31,

 

 

2019

 

 

2018

 

2021

 

2020

 

Total unrecognized tax benefits, beginning balance

 

$

360

 

 

$

 

$

648

 

$

791

 

Increases in unrecognized tax benefits as a result of:

 

 

 

 

 

 

 

 

 

 

 

 

Tax positions taken during a prior period

 

 

8

 

 

 

360

 

 

21

 

(208

)

Tax positions taken during the current period

 

 

423

 

 

 

 

 

27

 

 

65

 

Settlements with taxing authorities

 

 

 

 

 

 

Lapse of applicable statute of limitations

 

 

 

 

 

 

Total unrecognized tax benefits, ending balance

 

$

791

 

 

$

360

 

$

696

 

$

648

 

The Company recognizes interest and penalties related to uncertain tax positions as interest expense“Interest Expense” and general“General and administrative expenses,expense” on the Consolidated Statements of Operations, respectively.

Years openOpen to examinationExamination

The 20162018 through 20182020 tax years remain open to examination by the tax jurisdictions in which the Company is subject to tax. The statute of limitations with respect to the U.S. federal income tax returns of the Company for years ending on or before December 31, 20152017 are closed.closed, except to the extent of any NOL carryover balance.

Note 10 — 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.

F-32


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):

 

Year Ended December 31,

 

 

2021

 

2020

 

2019

 

Net income (loss)

$

(182,952

)

$

(465,605

)

$

58,729

 

 

 

 

 

 

 

 

Weighted average common shares outstanding — basic

 

81,769

 

 

67,664

 

 

54,185

 

Dilutive effect of securities

 

 

 

 

 

228

 

Weighted average common shares outstanding — diluted

 

81,769

 

 

67,664

 

 

54,413

 

 

 

 

 

 

 

 

Net income (loss) per common share:

 

 

 

 

 

 

Basic

$

(2.24

)

$

(6.88

)

$

1.08

 

Diluted

$

(2.24

)

$

(6.88

)

$

1.08

 

Anti-dilutive potentially issuable securities excluded
  from diluted common shares

 

1,709

 

 

5,019

 

 

4,220

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Net income (loss)

 

$

58,729

 

 

$

221,540

 

 

$

(62,868

)

Weighted average common shares outstanding — basic

 

 

54,185

 

 

 

46,058

 

 

 

31,244

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dilutive effect of securities

 

 

228

 

 

 

3

 

 

 

 

Weighted average common shares outstanding — diluted

 

 

54,413

 

 

 

46,061

 

 

 

31,244

 

Net income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.08

 

 

$

4.81

 

 

$

(2.01

)

Diluted

 

$

1.08

 

 

$

4.81

 

 

$

(2.01

)

Anti-dilutive potentially issuable securities excluded

   from diluted common shares

 

 

4,220

 

 

 

3,538

 

 

 

4,282

 

For the periods prior to May 10, 2018, the Company retrospectively adjusted the weighted average shares used in determining earnings per share to reflect the number of shares Talos Energy LLC received in the Stone Combination. There is no impact in fiscal year 2017 on diluted earnings per common share from the RSUs, PSUs and outstanding warrants as these instruments did not exist throughout such periods.

Note 11 — Related Party Transactions

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, together with the Apollo Funds, the “Sponsors”) and members of management pursuant to which the Company received a private equity capital commitment. Collectively, the Sponsors held 36.4% of the Company's common stock as of December 31, 2021. On January 3, 2022, the Apollo Funds ceased being a beneficial owner of more than five percent of the Company's common stock.

F-30


Table of Contents

ILX and Castex Acquisition

On December 10, 2019, the Company and Talos Production Inc. entered into separate Purchase Agreements with the Sellers. On February 24,28, 2020 the Company Talos Production Inc.acquired assets and liabilities at fair value from sellers that include, the Riverstone Sellers, amendedaffiliates of the Riverstone Purchase Agreements. Pursuant to the Purchase Agreements, as amended, among other things, the Company will acquire all of the issued and outstanding limited liability company interest in certain wholly owned subsidiaries of each of the respective entities for aggregate consideration consisting of the following, subject to certain negotiated adjustments: (i) an aggregate amount of cash from the Company equal to $385.0 million and (ii) an aggregate of 110,000 shares of a series of the Company’s preferred stock, par value $0.01 per share, designated as the “Series A Convertible Preferred Stock.” The Series A Convertible Preferred Stock is subject to automatic conversion into Common Stock upon the terms of that certain Certificate of Designation, Preferences, Rights and Limitations related thereto (such Common Stock, the “Conversion Stock”), to be newly issued to the Riverstone Sellers. As of signing, the Company deposited into escrow $31.8 million that will be applied at closing towards the cash component of the purchase price under each Purchase Agreement. Funds. See additional details in Note 3 Acquisitions.

Whistler Acquisition

Whistler Acquisition

On August 31, 2018, the Company acquired Whistler Energy II, LLC from Whistler Energy II Holdco, LLC, an affiliate of the Apollo Funds, for $52.6 million ($14.8 million, net of $37.8 million of cash acquired).Funds. Included in current assets acquired as of“Other” accounts receivable on the Consolidated Balance Sheets is $1.1 million at December 31, 2019 is $1.1 million in receivables2020 due from an affiliate of the Apollo Funds to reimburse the Company for certain payments made post closing. See additional detailspost-closing. The receivable was collected during October 2021. Additionally, a settlement agreement was executed in Note 3 – September 2021 related to a dispute regarding a decommissioning obligation of a Deepwater well. For the year ended December 31, 2021, the Company recognized a $Acquisitions.4.4 million gain resulting from the settlement which is reflected in “Other income (expense)” on the Company’s Consolidated Statements of Operations.

Equity Registration Rights Agreement

On May 10, 2018, the Company entered into a Registration Rights Agreement (the “Original Equity Registration Rights Agreement”) with certain of the Apollo Funds and the Riverstone Funds, certain funds controlled by Franklin Advisers, Inc. (“Franklin”) and certain clients of MacKay Shields LLC (“MacKay Shields”), relating to the registered resale of the Company’s common stock owned by such parties as of the closing of the Stone Combination (the “Original Registrable Securities”).

F-33


The Company and the Riverstone Sellers (and their designated affiliates) agreed under the Purchase Agreements to enter into an amendment to the Original Equity Registration Rights Agreement (such amendment, the “Registration Rights Agreement Amendment,” and the Original Equity Registration Rights Agreement, as amended by the Registration Rights Agreement Amendment, the “Registration Rights Agreement”). The Registration Rights Agreement Amendment will add each of the Riverstone Sellers (or one or more of its designated affiliates) as parties to the Registration Rights Agreement and provide such parties with customary registration rights with respect to the Series A Convertible Preferred Stock (and Conversion Stock) (each as defined below) that the Riverstone Sellers received at the closing of the ILX and Castex Acquisition (the “New Registrable Securities” and together with the Original Registrable Securities, the “Registrable Securities”). Under the Registration Rights Agreement, we arethe Company is required to file a shelf registration statement within 30 days of the Company’s receipt of written request by a holder of Registrable Securities (a “Holder”). Each Holder will be limited to 2 demand registrations in any twelve-month period.

The Holders have the right to request that wethe Company initiate underwritten offerings of the Company’s common stock; provided, that the Apollo Funds and the Riverstone Funds will have the right to demand 3 underwritten offerings in any twelve-month period, and Franklin and MacKay Shields will only have the collective right to demand 1 underwritten offering. The Holders have customary piggyback rights with respect to any underwritten offering that we conductthe Company conducts for as long as the Holders and their respective affiliates own 5%5% of the Registrable Securities. Each Holder will agree to a lock up with underwriters in the event of an underwritten offering, provided that the lock up will not apply to any Holder who does not have a right to participate in such underwritten offering. The Registration Rights Agreement will terminatehave terminated with respect to Franklin and MacKay Shields inShields. Additionally, the event that either Franklin or MacKay Shields ceases to beneficially own 5% or more of the then outstanding shares of the Company’s common stock.Apollo Funds no longer have piggyback rights effective January 3, 2022. The Registration Rights Agreement will otherwise terminate at such time as there are no Registrable Securities outstanding.

In connection with the closing of the ILX and Castex Acquisition, and pursuant to the Purchase Agreements, as amended, the Company and ILX Holdings, LLC, ILX Holdings II, LLC, ILX Holdings III LLC and Riverstone V Castex 2014 Holdings, L.P., a Delaware limited partnership and designee of Castex Energy 2014, LLC, entered into the Registration Rights Agreement Amendment to the Registration Rights Agreement to, among other things, add each of the Riverstone Sellers (or one or more of its designated affiliates) as parties to the Registration Rights Agreement and provide such parties with customary registration rights with respect to the Company’s Series A Convertible Preferred Stock issued to the Riverstone Sellers at the closing of the ILX and Castex Acquisition

F-31


Table of Contents

The Company will bear all of the expenses incurred in connection with the offer and sale, while the Apollo Funds, the Riverstone Funds, Franklin and MacKay Shields will be responsible for paying underwriting fees, discounts and selling commissions. FeesThe Company incurred by the Company in conjunction with the Original Equity Registration Rights Agreement were $0.7fees of $0.7 million, $0.2 million and $1.8$0.7 million for the fiscal years ended December 31, 2021, 2020 and 2019, respectively.

In June and 2018, respectively.November of 2021, the Company entered into separate secondary underwriting agreements with certain stockholders affiliated with the Sponsors (the “Selling Stockholders”), pursuant to which the Selling Stockholders sold shares of common stock of the Company. Each secondary offering was made pursuant to a prospectus supplement filed with the SEC. The Selling Stockholders received all the proceeds from these offerings.

Stockholders’ Agreement Amendment

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”) to, among other things, add each of the Riverstone Sellers (or one or more of its designated affiliates) as parties to the Stockholders’ Agreement and provide that for purposes of determining whether the Riverstone Sellers and their affiliates continue to satisfy certain stock ownership requirements necessary to retain their rights to nominate directors to the board of directors, the Series A Convertible Preferred Stock owned by the Riverstone Sellers will bewas, prior to the conversion thereof, counted towards such ownership requirements on an as converted basis at the closing of the ILX and Castex Acquisition.

Registration Rights Agreement Amendment

In connection with the closing On March 30, 2020, all 110,000 shares of the ILX and Castex Acquisition, and pursuant to the Purchase Agreements, as amended, the Company and ILX Holdings, ILX Holdings II, ILX Holdings III and Riverstone V Castex 2014 Holdings, L.P., a Delaware limited partnership and designee of Castex 2014, entered into the Registration Rights Agreement Amendment to the Registration Rights Agreement to, among other things, add each of the Riverstone Sellers (or one or more of its designated affiliates) as parties to the Registration Rights Agreement and provide such parties with customary registration rights with respect to the Company’s Series A Convertible Preferred Stock issued to the Riverstone Sellers at the closingwere converted into an aggregate 11.0 million shares of the ILX and Castex Acquisition.Company’s common stock.

F-34


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 Vinson & Elkins L.L.P.V&E. For the years ended December 31, 2019, 20182021, 2020 and 2017,2019, the Company incurred fees of approximately $approximately3.1 $4.2 million, $4.43.5 million and $4.0$4.2 million, respectively, of which $2.3$0.2 million, $1.1$0.7 million and $4.0$2.3 million were payable at each respective balance sheet date for legal services performed by Vinson & Elkins L.L.P.V&E.

Service Fee Agreement

The Company entered into service fee agreements with Apollo Funds and Riverstone Funds for the provision of certain management consulting and advisory services. Under each agreement, the Company paid a fee equal to the higher of (i) a certain percentage of earnings before interest, income taxes, depletion, depreciation and amortization and (ii) a fixed fee payable quarterly, provided, however, such fees did not exceed in each case $0.5 million, in aggregate, for any calendar year. For the years ended December 31, 2019, 2018 and 2017, the Company incurred approximately nil, $0.5 million and $0.5 million, respectively, for these services. These fees are recognized in general and administrative expense on the consolidated statements of operations. In connection with the Stone Combination on May 10, 2018, the Service Fee Agreement was terminated.

Debt Modification Work Fees

In 2018, the Company paid $9.3 million in work fees to holders of the 11.00% Bridge Loans and 7.50% Notes to exchange into 11.00% Notes as a result of the Stone Combination. The Apollo Funds and Riverstone Funds received $4.1 million and the Franklin Noteholders and McKay Noteholders received $3.3 million as a result of the work fees paid.

Note 12 — Commitments and Contingencies

Legal Proceedings and Other Contingencies

TheFrom time to time, the Company is named as a partyinvolved in certain lawsuitslitigation, regulatory examinations and regulatoryadministrative proceedings primarily arising in the ordinary course of business. Thebusiness in jurisdictions in which the Company does not expect thatbusiness. 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, willwould have a material effect upon the Company’s financial position; however, an unfavorable outcome could have a material adverse effect on its financial condition.our results from operations for a specific interim period or year.

Performance Obligations

Regulations with respect to offshorethe 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 to guarantee the execution of the minimum work programcertain obligations under the Mexico production sharing contracts. As of December 31, 2019 and 2018,2021, the Company had secured performance bonds totaling approximately $637.3 millionfrom third party sureties and $644.1 million, respectively. As of December 31, 2019 and 2018, the Company had $13.6 million and $14.7 million, respectively, in letters of credit issued under its Bank Credit Facility.Facility totaling approximately $724.4 million and $13.6 million, respectively.

F-32


Table of Contents

The table below summarizes the Company’s total minimum commitments associated with vessel commitments and purchase obligations as of December 31, 20192021 (in thousands):

 

2022

 

2023

 

2024

 

2025

 

Thereafter

 

Total

 

Vessel Commitments(1)

$

29,710

 

$

0

 

$

0

 

$

0

 

$

0

 

$

29,710

 

Committed purchase orders(2)

 

3,153

 

 

0

 

 

0

 

 

0

 

 

0

 

 

3,153

 

Total

$

32,863

 

$

0

 

$

0

 

$

0

 

$

0

 

$

32,863

 

(1)
Includes vessel commitments the Company will utilize for certain Deepwater well intervention and decommissioning activities. These commitments represent gross contractual obligations and accordingly, other joint owners in the properties operated by the Company will be billed for their working interest share of such costs.
(2)
Includes committed purchase orders to execute planned future drilling activities. These commitments represent gross contractual obligations and accordingly, other joint owners in the properties operated by the Company will be billed for their working interest share of such costs.

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. For the year ended December 31, 2021, the Company recorded $21.1 million related to estimated decommissioning obligations reflected in “Other operating (income) expense” on the Consolidated Statements of Operations.

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 our opinion regarding the outcome of certain notices or matters, and such developments could have a material adverse effect on our results of operations in the period in which the amounts are accrued and our cash flows in the period in which the amounts are paid.

 

 

2020

 

 

2021

 

 

2022

 

 

2023

 

 

Thereafter

 

 

Total

 

Vessel Commitments(1)

 

$

28,260

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

28,260

 

Committed purchase orders(2)

 

 

61,434

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

61,434

 

Total

 

$

89,694

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

89,694

 

(1)

Includes vessel commitments the Company will utilize for certain deep water well intervention and decommissioning activities. These commitments represent gross contractual obligations and accordingly, other joint owners in the properties operated by the Company will be billed for their working interest share of such costs.

(2)

Includes committed purchase orders to execute planned future drilling and completion activities. These commitments represent gross contractual obligations and accordingly, other joint owners in the properties operated by the Company will be billed for their working interest share of such costs.

F-35


Note 13 — Condensed Consolidating Financial Information

Talos Energy Inc. owns no operating assets and has no operations independent of its subsidiaries. Talos Production Inc. (formerly Talos Production LLC) and Talos Production Finance Inc. issued 11.00% Notes on May 10, 2018, which are fully and unconditionally guaranteed, jointly and severally, by Talos Energy Inc. and certain 100% owned subsidiaries on a senior unsecured basis.

The following condensed consolidating financial information presents the financial information of the Company on an unconsolidated stand-alone basis and its combined guarantor and combined non-guarantor subsidiaries as of and for the period indicated. Such financial information may not necessarily be indicative of the Company’s results of operations, cash flows or financial position had these subsidiaries operated as independent entities.

F-36


TALOS ENERGY INC.

CONSOLIDATING BALANCE SHEET

AS OF December 31, 2019

(In thousands)

 

 

Parent

 

 

Subsidiary

Issuers

 

 

Guarantors

 

 

Non-

Guarantors

 

 

Elimination

 

 

Consolidated

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

 

 

$

78,780

 

 

$

593

 

 

$

7,649

 

 

$

 

 

$

87,022

 

Restricted cash

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade, net

 

 

 

 

 

 

 

 

107,842

 

 

 

 

 

 

 

 

 

107,842

 

Joint interest, net

 

 

 

 

 

 

 

 

11,567

 

 

 

4,985

 

 

 

 

 

 

16,552

 

Other

 

 

 

 

 

474

 

 

 

5,555

 

 

 

317

 

 

 

 

 

 

6,346

 

Assets from price risk management activities

 

 

 

 

 

8,393

 

 

 

 

 

 

 

 

 

 

 

 

8,393

 

Prepaid assets

 

 

 

 

 

33,323

 

 

 

32,529

 

 

 

25

 

 

 

 

 

 

65,877

 

Income tax receivable

 

 

 

 

 

 

 

 

116

 

 

 

 

 

 

 

 

 

116

 

Other current assets

 

 

 

 

 

 

 

 

1,836

 

 

 

 

 

 

 

 

 

1,836

 

Total current assets

 

 

 

 

 

120,970

 

 

 

160,038

 

 

 

12,976

 

 

 

 

 

 

293,984

 

Property and equipment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proved properties

 

 

 

 

 

 

 

 

4,066,260

 

 

 

 

 

 

 

 

 

4,066,260

 

Unproved properties, not subject to amortization

 

 

 

 

 

 

 

 

87,618

 

 

 

106,914

 

 

 

 

 

 

194,532

 

Other property and equipment

 

 

 

 

 

23,142

 

 

 

6,484

 

 

 

217

 

 

 

 

 

 

29,843

 

Total property and equipment

 

 

 

 

 

23,142

 

 

 

4,160,362

 

 

 

107,131

 

 

 

 

 

 

4,290,635

 

Accumulated depreciation, depletion and

   amortization

 

 

 

 

 

(11,001

)

 

 

(2,053,971

)

 

 

(51

)

 

 

 

 

 

(2,065,023

)

Total property and equipment, net

 

 

 

 

 

12,141

 

 

 

2,106,391

 

 

 

107,080

 

 

 

 

 

 

2,225,612

 

Other long-term assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other well equipment inventory

 

 

 

 

 

 

 

 

7,732

 

 

 

 

 

 

 

 

 

7,732

 

Operating lease assets

 

 

 

 

 

3,178

 

 

 

3,224

 

 

 

1,377

 

 

 

 

 

 

7,779

 

Investments in subsidiaries

 

 

1,045,886

 

 

 

1,690,362

 

 

 

 

 

 

 

 

 

(2,736,248

)

 

 

 

Other assets

 

 

33,371

 

 

 

364

 

 

 

2,136

 

 

 

18,504

 

 

 

 

 

 

54,375

 

 

 

 

1,079,257

 

 

 

1,827,015

 

 

 

2,279,521

 

 

 

139,937

 

 

 

(2,736,248

)

 

 

2,589,482

 

LIABILITIES AND STOCKHOLDERS' EQUITY

(DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

428

 

 

 

5,145

 

 

 

58,827

 

 

 

6,957

 

 

 

 

 

 

71,357

 

Accrued liabilities

 

 

 

 

 

4,740

 

 

 

145,051

 

 

 

5,025

 

 

 

 

 

 

154,816

 

Accrued royalties

 

 

 

 

 

 

 

 

31,729

 

 

 

 

 

 

 

 

 

31,729

 

Current portion of asset retirement obligations

 

 

 

 

 

 

 

 

61,051

 

 

 

 

 

 

 

 

 

61,051

 

Liabilities from price risk management activities

 

 

 

 

 

19,476

 

 

 

 

 

 

 

 

 

 

 

 

19,476

 

Accrued interest payable

 

 

 

 

 

10,211

 

 

 

38

 

 

 

 

 

 

 

 

 

10,249

 

Current portion of operating lease liabilities

 

 

 

 

 

196

 

 

 

821

 

 

 

577

 

 

 

 

 

 

1,594

 

Other current liabilities

 

 

255

 

 

 

 

 

 

19,925

 

 

 

 

 

 

 

 

 

20,180

 

Total current liabilities

 

 

683

 

 

 

39,768

 

 

 

317,442

 

 

 

12,559

 

 

 

 

 

 

370,452

 

Long-term liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt, net of discount and deferred

   financing costs

 

 

 

 

 

726,921

 

 

 

6,060

 

 

 

 

 

 

 

 

 

732,981

 

Asset retirement obligations

 

 

 

 

 

 

 

 

308,427

 

 

 

 

 

 

 

 

 

308,427

 

Liabilities from price risk management activities

 

 

 

 

 

511

 

 

 

 

 

 

 

 

 

 

 

 

511

 

Operating lease liabilities

 

 

 

 

 

13,929

 

 

 

2,416

 

 

 

894

 

 

 

 

 

 

17,239

 

Other long-term liabilities

 

 

297

 

 

 

 

 

 

81,298

 

 

 

 

 

 

 

 

 

81,595

 

Total liabilities

 

 

980

 

 

 

781,129

 

 

 

715,643

 

 

 

13,453

 

 

 

 

 

 

1,511,205

 

Commitments and Contingencies (Note 12)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

1,078,277

 

 

 

1,045,886

 

 

 

1,563,878

 

 

 

126,484

 

 

 

(2,736,248

)

 

 

1,078,277

 

 

 

$

1,079,257

 

 

$

1,827,015

 

 

$

2,279,521

 

 

$

139,937

 

 

$

(2,736,248

)

 

$

2,589,482

 

F-37


TALOS ENERGY INC.

CONSOLIDATING BALANCE SHEET

AS OF December 31, 2018

(In thousands)

 

 

Parent

 

 

Subsidiary

Issuers

 

 

Guarantors

 

 

Non-

Guarantors

 

 

Elimination

 

 

Consolidated

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

 

 

$

13,541

 

 

$

100,801

 

 

$

25,572

 

 

$

 

 

$

139,914

 

Restricted cash

 

 

 

 

 

 

 

 

1,248

 

 

 

 

 

 

 

 

 

1,248

 

Accounts receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade, net

 

 

 

 

 

 

 

 

103,025

 

 

 

 

 

 

 

 

 

103,025

 

Joint interest, net

 

 

 

 

 

 

 

 

15,870

 

 

 

4,374

 

 

 

 

 

 

20,244

 

Other

 

 

 

 

 

3,100

 

 

 

9,566

 

 

 

7,020

 

 

 

 

 

 

19,686

 

Assets from price risk management activities

 

 

 

 

 

75,473

 

 

 

 

 

 

 

 

 

 

 

 

75,473

 

Prepaid assets

 

 

 

 

 

1,225

 

 

 

37,639

 

 

 

47

 

 

 

 

 

 

38,911

 

Income tax receivable

 

 

 

 

 

 

 

 

10,701

 

 

 

 

 

 

 

 

 

10,701

 

Other current assets

 

 

 

 

 

 

 

 

7,644

 

 

 

 

 

 

 

 

 

7,644

 

Total current assets

 

 

 

 

 

93,339

 

 

 

286,494

 

 

 

37,013

 

 

 

 

 

 

416,846

 

Property and equipment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proved properties

 

 

 

 

 

 

 

 

3,629,430

 

 

 

 

 

 

 

 

 

3,629,430

 

Unproved properties, not subject to amortization

 

 

 

 

 

 

 

 

63,104

 

 

 

45,105

 

 

 

 

 

 

108,209

 

Other property and equipment

 

 

 

 

 

20,670

 

 

 

12,440

 

 

 

81

 

 

 

 

 

 

33,191

 

Total property and equipment

 

 

 

 

 

20,670

 

 

 

3,704,974

 

 

 

45,186

 

 

 

 

 

 

3,770,830

 

Accumulated depreciation, depletion and

   amortization

 

 

 

 

 

(8,310

)

 

 

(1,711,288

)

 

 

(11

)

 

 

 

 

 

(1,719,609

)

Total property and equipment, net

 

 

 

 

 

12,360

 

 

 

1,993,686

 

 

 

45,175

 

 

 

 

 

 

2,051,221

 

Other long-term assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other well equipment inventory

 

 

 

 

 

 

 

 

9,224

 

 

 

 

 

 

 

 

 

9,224

 

Investments in subsidiaries

 

 

1,011,359

 

 

 

1,560,922

 

 

 

 

 

 

 

 

 

(2,572,281

)

 

 

 

Other assets

 

 

 

 

 

364

 

 

 

2,258

 

 

 

73

 

 

 

 

 

 

2,695

 

 

 

 

1,011,359

 

 

 

1,666,985

 

 

 

2,291,662

 

 

 

82,261

 

 

 

(2,572,281

)

 

 

2,479,986

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

144

 

 

 

1,242

 

 

 

42,736

 

 

 

6,897

 

 

 

 

 

 

51,019

 

Accrued liabilities

 

 

 

 

 

4,995

 

 

 

159,491

 

 

 

24,164

 

 

 

 

 

 

188,650

 

Accrued royalties

 

 

 

 

 

 

 

 

38,520

 

 

 

 

 

 

 

 

 

38,520

 

Current portion of long-term debt

 

 

 

 

 

 

 

 

443

 

 

 

 

 

 

 

 

 

443

 

Current portion of asset retirement obligations

 

 

 

 

 

 

 

 

68,965

 

 

 

 

 

 

 

 

 

68,965

 

Liabilities from price risk management activities

 

 

 

 

 

 

550

 

 

 

 

 

 

 

 

 

 

 

 

550

 

Accrued interest payable

 

 

 

 

 

10,162

 

 

 

38

 

 

 

 

 

 

 

 

 

10,200

 

Other current liabilities

 

 

 

 

 

 

 

 

22,071

 

 

 

 

 

 

 

 

 

22,071

 

Total current liabilities

 

 

144

 

 

 

16,949

 

 

 

332,264

 

 

 

31,061

 

 

 

 

 

 

380,418

 

Long-term debt, net of discount and deferred financing

   costs

 

 

 

 

 

638,677

 

 

 

16,184

 

 

 

 

 

 

 

 

 

654,861

 

Asset retirement obligations

 

 

 

 

 

 

 

 

313,852

 

 

 

 

 

 

 

 

 

313,852

 

Other long-term liabilities

 

 

3,719

 

 

 

 

 

 

119,432

 

 

 

208

 

 

 

 

 

 

123,359

 

Total liabilities

 

 

3,863

 

 

 

655,626

 

 

 

781,732

 

 

 

31,269

 

 

 

 

 

 

1,472,490

 

Commitments and Contingencies (Note 12)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

1,007,496

 

 

 

1,011,359

 

 

 

1,509,930

 

 

 

50,992

 

 

 

(2,572,281

)

 

 

1,007,496

 

 

 

$

1,011,359

 

 

$

1,666,985

 

 

$

2,291,662

 

 

$

82,261

 

 

$

(2,572,281

)

 

$

2,479,986

 

F-38


TALOS ENERGY INC.

CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED December 31, 2019

(In thousands)

 

 

Parent

 

 

Subsidiary Issuers

 

 

Guarantors

 

 

Non-Guarantors

 

 

Elimination

 

 

Consolidated

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil revenue

 

$

 

 

$

 

 

$

832,909

 

 

$

209

 

 

$

 

 

$

833,118

 

Natural gas revenue

 

 

 

 

 

 

 

 

55,278

 

 

 

 

 

 

 

 

 

55,278

 

NGL revenue

 

 

 

 

 

 

 

 

19,668

 

 

 

 

 

 

 

 

 

19,668

 

Other

 

 

 

 

 

 

 

 

19,556

 

 

 

 

 

 

 

 

 

19,556

 

Total revenue

 

 

 

 

 

 

 

 

927,411

 

 

 

209

 

 

 

 

 

 

927,620

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease operating expense

 

 

 

 

 

 

 

 

243,427

 

 

 

 

 

 

 

 

 

243,427

 

Production taxes

 

 

 

 

 

 

 

 

1,349

 

 

 

 

 

 

 

 

 

1,349

 

Depreciation, depletion and amortization

 

 

 

 

 

2,690

 

 

 

343,201

 

 

 

40

 

 

 

 

 

 

345,931

 

Write-down of oil and natural gas properties

 

 

 

 

 

 

 

 

 

 

 

12,221

 

 

 

 

 

 

12,221

 

Accretion expense

 

 

 

 

 

 

 

 

34,389

 

 

 

 

 

 

 

 

 

34,389

 

General and administrative expense

 

 

1,107

 

 

 

31,567

 

 

 

40,863

 

 

 

3,672

 

 

 

 

 

 

77,209

 

Total operating expenses

 

 

1,107

 

 

 

34,257

 

 

 

663,229

 

 

 

15,933

 

 

 

 

 

 

714,526

 

Operating income (loss)

 

 

(1,107

)

 

 

(34,257

)

 

 

264,182

 

 

 

(15,724

)

 

 

 

 

 

213,094

 

Interest expense

 

 

(7

)

 

 

(67,582

)

 

 

(29,603

)

 

 

(655

)

 

 

 

 

 

(97,847

)

Price risk management activities expenses

 

 

 

 

 

(95,337

)

 

 

 

 

 

 

 

 

 

 

 

(95,337

)

Other income (loss)

 

 

 

 

 

1,060

 

 

 

1,794

 

 

 

(176

)

 

 

 

 

 

2,678

 

Income tax expense (benefit)

 

 

36,579

 

 

 

(1

)

 

 

(313

)

 

 

(124

)

 

 

 

 

 

36,141

 

Equity earnings from subsidiaries

 

 

23,263

 

 

 

219,380

 

 

 

 

 

 

 

 

 

(242,643

)

 

 

 

Net income (loss)

 

$

58,728

 

 

$

23,263

 

 

$

236,060

 

 

$

(16,679

)

 

$

(242,643

)

 

$

58,729

 

F-39


TALOS ENERGY INC.

CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED December 31, 2018

(In thousands)

 

 

Parent

 

 

Subsidiary Issuers

 

 

Guarantors

 

 

Non-Guarantors

 

 

Elimination

 

 

Consolidated

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil revenue

 

$

 

 

$

 

 

$

781,815

 

 

$

 

 

$

 

 

$

781,815

 

Natural gas revenue

 

 

 

 

 

 

 

 

73,610

 

 

 

 

 

 

 

 

 

73,610

 

NGL revenue

 

 

 

 

 

 

 

 

35,863

 

 

 

 

 

 

 

 

 

35,863

 

Total revenue

 

 

 

 

 

 

 

 

891,288

 

 

 

 

 

 

 

 

 

891,288

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease operating expense

 

 

 

 

 

 

 

 

226,291

 

 

 

 

 

 

 

 

 

226,291

 

Production taxes

 

 

 

 

 

 

 

 

1,989

 

 

 

 

 

 

 

 

 

1,989

 

Depreciation, depletion and amortization

 

 

 

 

 

1,955

 

 

 

286,760

 

 

 

4

 

 

 

 

 

 

288,719

 

Accretion expense

 

 

 

 

 

 

 

 

35,344

 

 

 

 

 

 

 

 

 

35,344

 

General and administrative expense

 

 

142

 

 

 

43,841

 

 

 

40,035

 

 

 

1,798

 

 

 

 

 

 

85,816

 

Total operating expenses

 

 

142

 

 

 

45,796

 

 

 

590,419

 

 

 

1,802

 

 

 

 

 

 

638,159

 

Operating income (loss)

 

 

(142

)

 

 

(45,796

)

 

 

300,869

 

 

 

(1,802

)

 

 

 

 

 

253,129

 

Interest expense

 

 

 

 

 

(58,172

)

 

 

(30,255

)

 

 

(1,687

)

 

 

 

 

 

(90,114

)

Price risk management activities income

 

 

 

 

 

50,025

 

 

 

10,410

 

 

 

 

 

 

 

 

 

60,435

 

Other income (loss)

 

 

 

 

 

(1,563

)

 

 

874

 

 

 

1,701

 

 

 

 

 

 

1,012

 

Income tax expense

 

 

(1,065

)

 

 

 

 

 

(360

)

 

 

(1,497

)

 

 

 

 

 

(2,922

)

Equity earnings from subsidiaries

 

 

222,747

 

 

 

278,253

 

 

 

 

 

 

 

 

 

(501,000

)

 

 

 

Net income (loss)

 

$

221,540

 

 

$

222,747

 

 

$

281,538

 

 

$

(3,285

)

 

$

(501,000

)

 

$

221,540

 

F-40


TALOS ENERGY INC.

CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands)

 

 

Parent

 

 

Subsidiary Issuers

 

 

Guarantors

 

 

Non-Guarantors

 

 

Elimination

 

 

Consolidated

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil revenue

 

$

 

 

$

 

 

$

344,781

 

 

$

 

 

$

 

 

$

344,781

 

Natural gas revenue

 

 

 

 

 

 

 

 

48,886

 

 

 

 

 

 

 

 

 

48,886

 

NGL revenue

 

 

 

 

 

 

 

 

16,658

 

 

 

 

 

 

 

 

 

16,658

 

Other

 

 

 

 

 

 

 

 

2,503

 

 

 

 

 

 

 

 

 

2,503

 

Total revenue

 

 

 

 

 

 

 

 

412,828

 

 

 

 

 

 

 

 

 

412,828

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease operating expense

 

 

 

 

 

 

 

 

152,748

 

 

 

 

 

 

 

 

 

152,748

 

Production taxes

 

 

 

 

 

 

 

 

1,460

 

 

 

 

 

 

 

 

 

1,460

 

Depreciation, depletion and amortization

 

 

 

 

 

1,401

 

 

 

155,947

 

 

 

4

 

 

 

 

 

 

157,352

 

Accretion expense

 

 

 

 

 

 

 

 

19,295

 

 

 

 

 

 

 

 

 

19,295

 

General and administrative expense

 

 

 

 

 

21,882

 

 

 

14,172

 

 

 

619

 

 

 

 

 

 

36,673

 

Total operating expenses

 

 

 

 

 

23,283

 

 

 

343,622

 

 

 

623

 

 

 

 

 

 

367,528

 

Operating income (loss)

 

 

 

 

 

(23,283

)

 

 

69,206

 

 

 

(623

)

 

 

 

 

 

45,300

 

Interest expense

 

 

 

 

 

(48,236

)

 

 

(30,252

)

 

 

(2,446

)

 

 

 

 

 

(80,934

)

Price risk management activities expense

 

 

 

 

 

(22,998

)

 

 

(4,565

)

 

 

 

 

 

 

 

 

(27,563

)

Other income (expense)

 

 

 

 

 

600

 

 

 

(333

)

 

 

62

 

 

 

 

 

 

329

 

Equity earnings (losses) from subsidiaries

 

 

(62,868

)

 

 

31,049

 

 

 

 

 

 

 

 

 

31,819

 

 

 

 

Net income (loss)

 

$

(62,868

)

 

$

(62,868

)

 

$

34,056

 

 

$

(3,007

)

 

$

31,819

 

 

$

(62,868

)


TALOS ENERGY INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED December 31, 2019

(In thousands)

 

 

Parent

 

 

Subsidiary

Issuers

 

 

Guarantors

 

 

Non-

Guarantors

 

 

Elimination

 

 

Consolidated

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in)

   operating activities

 

$

(828

)

 

$

(95,960

)

 

$

512,956

 

 

$

(22,435

)

 

$

 

 

$

393,733

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exploration, development, and other capital

     expenditures

 

 

 

 

 

(1,614

)

 

 

(380,622

)

 

 

(81,173

)

 

 

 

 

 

(463,409

)

Cash paid for acquisitions, net of cash

     acquired

 

 

 

 

 

 

 

 

(37,916

)

 

 

 

 

 

 

 

 

(37,916

)

Investments in subsidiaries

 

 

 

 

 

(1,580,833

)

 

 

 

 

 

 

 

 

1,580,833

 

 

 

 

Proceeds from sale of other property

   and equipment

 

 

 

 

 

 

 

 

5,369

 

 

 

 

 

 

 

 

 

5,369

 

Distributions from subsidiaries

 

 

 

 

 

1,660,609

 

 

 

 

 

 

 

 

 

(1,660,609

)

 

 

 

Net cash provided by (used in)

   investing activities

 

 

 

 

 

78,162

 

 

 

(413,169

)

 

 

(81,173

)

 

 

(79,776

)

 

 

(495,956

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redemption of Senior Notes and other

   long-term debt

 

 

 

 

 

 

 

 

(10,567

)

 

 

 

 

 

 

 

 

(10,567

)

Proceeds from Bank Credit Facility

 

 

 

 

 

110,000

 

 

 

 

 

 

 

 

 

 

 

 

110,000

 

Repayment of Bank Credit Facility

 

 

 

 

 

(25,000

)

 

 

 

 

 

 

 

 

 

 

 

(25,000

)

Repayment of LLC Bank Credit Facility

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred financing costs

 

 

 

 

 

(1,963

)

 

 

 

 

 

 

 

 

 

 

 

(1,963

)

Other deferred payments

 

 

 

 

 

 

 

 

(9,921

)

 

 

 

 

 

 

 

 

(9,921

)

Payment of capital lease

 

 

 

 

 

 

 

 

(14,133

)

 

 

 

 

 

 

 

 

(14,133

)

Employee stock transactions

 

 

 

 

 

 

 

 

(333

)

 

 

 

 

 

 

 

 

(333

)

Capital contributions

 

 

828

 

 

 

 

 

 

1,350,086

 

 

 

229,919

 

 

 

(1,580,833

)

 

 

 

Distributions to Subsidiary Issuer

 

 

 

 

 

 

 

 

(1,516,375

)

 

 

(144,234

)

 

 

1,660,609

 

 

 

 

Net cash provided by (used in)

   financing activities

 

 

828

 

 

 

83,037

 

 

 

(201,243

)

 

 

85,685

 

 

 

79,776

 

 

 

48,083

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash, cash

     equivalents and restricted cash

 

 

 

 

 

65,239

 

 

 

(101,456

)

 

 

(17,923

)

 

 

 

 

 

(54,140

)

Cash, cash equivalents and restricted cash

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

 

 

 

 

13,541

 

 

 

102,049

 

 

 

25,572

 

 

 

 

 

 

141,162

 

Balance, end of period

 

$

 

 

$

78,780

 

 

$

593

 

 

$

7,649

 

 

$

 

 

$

87,022

 


TALOS ENERGY INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED December 31, 2018

(In thousands)

 

 

Parent

 

 

Subsidiary

Issuers

 

 

Guarantors

 

 

Non-

Guarantors

 

 

Elimination

 

 

Consolidated

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in)

   operating activities

 

$

 

 

$

(193,088

)

 

$

442,890

 

 

$

13,643

 

 

$

 

 

$

263,445

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exploration, development, and other capital

     expenditures

 

 

 

 

 

(13,404

)

 

 

(227,228

)

 

 

(282

)

 

 

 

 

 

(240,914

)

Cash paid for acquisitions, net of cash

     acquired

 

 

 

 

 

 

 

 

278,409

 

 

 

 

 

 

 

 

 

278,409

 

Investments in subsidiaries

 

 

 

 

 

(1,316,588

)

 

 

 

 

 

 

 

 

1,316,588

 

 

 

 

Proceeds from sale of other property

   and equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions from subsidiaries

 

 

 

 

 

1,694,460

 

 

 

9

 

 

 

 

 

 

(1,694,469

)

 

 

 

Net cash provided by (used in)

   investing activities

 

 

 

 

 

364,468

 

 

 

51,190

 

 

 

(282

)

 

 

(377,881

)

 

 

37,495

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redemption of Senior Notes and other

   long-term debt

 

 

 

 

 

(25,152

)

 

 

(105

)

 

 

 

 

 

 

 

 

(25,257

)

Proceeds from Bank Credit Facility

 

 

 

 

 

319,000

 

 

 

 

 

 

 

 

 

 

 

 

319,000

 

Repayment of Bank Credit Facility

 

 

 

 

 

(54,000

)

 

 

 

 

 

 

 

 

 

 

 

(54,000

)

Repayment of LLC Bank Credit Facility

 

 

 

 

 

(403,000

)

 

 

 

 

 

 

 

 

 

 

 

(403,000

)

Deferred financing costs

 

 

 

 

 

(17,002

)

 

 

 

 

 

 

 

 

 

 

 

(17,002

)

Other deferred payments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payment of capital lease

 

 

 

 

 

 

 

 

(12,952

)

 

 

 

 

 

 

 

 

(12,952

)

Employee stock transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital contributions

 

 

 

 

 

 

 

 

1,301,876

 

 

 

14,712

 

 

 

(1,316,588

)

 

 

 

Distributions to Subsidiary Issuer

 

 

 

 

 

 

 

 

(1,689,898

)

 

 

(4,571

)

 

 

1,694,469

 

 

 

 

Net cash provided by (used in)

   financing activities

 

 

 

 

 

(180,154

)

 

 

(401,079

)

 

 

10,141

 

 

 

377,881

 

 

 

(193,211

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash, cash

     equivalents and restricted cash

 

 

 

 

 

(8,774

)

 

 

93,001

 

 

 

23,502

 

 

 

 

 

 

107,729

 

Cash, cash equivalents and restricted cash

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

 

 

 

 

22,315

 

 

 

9,048

 

 

 

2,070

 

 

 

 

 

 

33,433

 

Balance, end of period

 

$

 

 

$

13,541

 

 

$

102,049

 

 

$

25,572

 

 

$

 

 

$

141,162

 


TALOS ENERGY INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands)

 

 

Parent

 

 

Subsidiary

Issuers

 

 

Guarantors

 

 

Non-

Guarantors

 

 

Elimination

 

 

Consolidated

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in)

   operating activities

 

$

 

 

$

(30,245

)

 

$

204,419

 

 

$

1,879

 

 

$

 

 

$

176,053

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exploration, development, and other capital

     expenditures

 

 

 

 

 

(260

)

 

 

(132,317

)

 

 

(22,600

)

 

 

 

 

 

(155,177

)

Cash paid for acquisitions, net of cash

     acquired

 

 

 

 

 

 

 

 

(2,464

)

 

 

 

 

 

 

 

 

(2,464

)

Investments in subsidiaries

 

 

 

 

 

(577,055

)

 

 

 

 

 

 

 

 

577,055

 

 

 

 

Proceeds from sale of other property

   and equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions from subsidiaries

 

 

 

 

 

611,526

 

 

 

6,041

 

 

 

 

 

 

(617,567

)

 

 

 

Net cash provided by (used in)

   investing activities

 

 

 

 

 

34,211

 

 

 

(128,740

)

 

 

(22,600

)

 

 

(40,512

)

 

 

(157,641

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redemption of 2018 Senior Notes

 

 

 

 

 

(1,000

)

 

 

 

 

 

 

 

 

 

 

 

(1,000

)

Proceeds from Bank Credit Facility

 

 

 

 

 

10,000

 

 

 

 

 

 

 

 

 

 

 

 

10,000

 

Repayment of Bank Credit Facility

 

 

 

 

 

(15,000

)

 

 

 

 

 

 

 

 

 

 

 

(15,000

)

Payments of capital lease

 

 

 

 

 

 

 

 

(12,412

)

 

 

 

 

 

 

 

 

(12,412

)

Capital contributions

 

 

 

 

 

 

 

 

550,555

 

 

 

26,500

 

 

 

(577,055

)

 

 

 

Distributions to subsidiaries

 

 

 

 

 

 

 

 

(611,526

)

 

 

(6,041

)

 

 

617,567

 

 

 

 

Net cash provided by (used in)

   financing activities

 

 

 

 

 

(6,000

)

 

 

(73,383

)

 

 

20,459

 

 

 

40,512

 

 

 

(18,412

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash, cash

     equivalents and restricted cash

 

 

 

 

 

(2,034

)

 

 

2,296

 

 

 

(262

)

 

 

 

 

 

 

Cash, cash equivalents and restricted cash:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

 

 

 

 

24,349

 

 

 

6,752

 

 

 

2,332

 

 

 

 

 

 

33,433

 

Balance, end of period

 

$

 

 

$

22,315

 

 

$

9,048

 

 

$

2,070

 

 

$

 

 

$

33,433

 

F-44


Note 14 —Selected Quarterly Financial Data (Unaudited)

Unaudited quarterly financial data are as follows (in thousands):

 

 

March 31

 

 

June 30

 

 

September 30

 

 

December 31

 

Quarter Ended 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

178,713

 

 

$

286,810

 

 

$

228,857

 

 

$

233,240

 

Operating income

 

$

18,369

 

 

$

94,872

 

 

$

52,883

 

 

$

46,970

 

Price risk management activities income (expense)

 

$

(109,579

)

 

$

29,990

 

 

$

43,760

 

 

$

(59,508

)

Net income (loss)

 

$

(109,636

)

 

$

94,764

 

 

$

73,297

 

 

$

304

 

Net income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(2.02

)

 

$

1.75

 

 

$

1.35

 

 

$

0.01

 

Diluted

 

$

(2.02

)

 

$

1.74

 

 

$

1.35

 

 

$

0.01

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

54,156

 

 

 

54,178

 

 

 

54,200

 

 

 

54,203

 

Diluted

 

 

54,156

 

 

 

54,451

 

 

 

54,430

 

 

 

54,559

 

Quarter Ended 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

145,850

 

 

$

203,906

 

 

$

282,868

 

 

$

258,664

 

Operating income

 

$

48,584

 

 

$

39,211

 

 

$

91,361

 

 

$

73,973

 

Price risk management activities income (expense)

 

$

(51,976

)

 

$

(91,176

)

 

$

(53,330

)

 

$

256,917

 

Net income (loss)

 

$

(22,943

)

 

$

(74,912

)

 

$

13,109

 

 

$

306,286

 

Net income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.73

)

 

$

(1.69

)

 

$

0.24

 

 

$

5.66

 

Diluted

 

$

(0.73

)

 

$

(1.69

)

 

$

0.24

 

 

$

5.66

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

31,244

 

 

 

44,336

 

 

 

54,156

 

 

 

54,156

 

Diluted

 

 

31,244

 

 

 

44,336

 

 

 

54,164

 

 

 

54,159

 

Note 15 —SupplementalSupplemental Oil and Gas Disclosures (Unaudited)

Capitalized Costs

Aggregate amounts of capitalized costs relating to oil, natural gas and NGL activities and the aggregate amount of related accumulated depletion and amortization as of the dates indicated are presented below (in thousands):

 

Year Ended December 31,

 

 

2021

 

2020

 

Proved properties

$

5,232,479

 

$

4,945,550

 

Unproved oil and gas properties, not subject to amortization(1)

 

219,055

 

 

254,994

 

Total oil and gas properties

 

5,451,534

 

 

5,200,544

 

Less: Accumulated depletion

 

3,072,907

 

 

2,680,254

 

Net capitalized costs

$

2,378,627

 

$

2,520,290

 

Depletion and amortization rate (Per MBoe)(2)

$

16.71

 

$

31.42

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

Proved properties

 

$

4,066,260

 

 

$

3,629,430

 

Unproved oil and gas properties, not subject to amortization(1)

 

 

194,532

 

 

 

108,209

 

Total oil and gas properties

 

 

4,260,792

 

 

 

3,737,639

 

Less: Accumulated depletion

 

 

(2,051,856

)

 

 

(1,709,614

)

Net capitalized costs

 

$

2,208,936

 

 

$

2,028,025

 

Depletion and amortization rate (Per Boe)

 

$

18.05

 

 

$

17.07

 

(1)
Amount includes $110.3 million and $121.7 million of unproved properties, not subject to amortization, related to the Company’s operations in offshore Mexico for the years ended December 31, 2021 and 2020, respectively.
(2)
Year ended December 31, 2020 includes the impact of a write-down of its U.S. oil and natural gas properties as result of the Company's ceiling test computations. See Note 4 — Property, Plant and Equipment for additional information.

(1)

Amount includes $106.9 million and $45.1 million of unproved properties, not subject to amortization related to the Company’s Mexico properties for the year ended December 31, 2019 and 2018, respectively.

Included in the depletable basis of proved oil and gas properties is the estimate of the Company’s proportionate share of asset retirement costs relating to these properties which are also reflected as asset“Asset retirement obligations inobligations” on the accompanying consolidated balance sheets. At December 31, 2019Consolidated Balance Sheets. See Note 4 — Property, Plant and 2018, the Company’s liability Equipment for oil and gas asset retirement obligations totaled $369.5 million and $382.8 million, respectively.additional information.

F-45F-33


Table of Contents

Costs Incurred for Property Acquisition, Exploration and Development Activities

The following table reflects the costs incurred in oil, natural gas and NGL property acquisition, exploration and development activities during the years indicated (in thousands). Costs incurred also include new asset retirement obligations established in the current year, as well as increases or decreases to the asset retirement obligations resulting from changes to cost estimates during the year.

 

Year Ended December 31,

 

 

2021

 

2020

 

2019

 

Property acquisition costs:

 

 

 

 

 

 

Proved properties

$

210

 

$

422,833

 

$

27,660

 

Unproved properties, not subject to amortization

 

0

 

 

95,242

 

 

16,062

 

Total property acquisition costs

 

210

 

 

518,075

 

 

43,722

 

Exploration costs(1)

 

23,844

 

 

59,422

 

 

209,161

 

Development costs

 

245,058

 

 

362,011

 

 

292,547

 

Total costs incurred

$

269,112

 

$

939,508

 

$

545,430

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Property acquisition costs:

 

 

 

 

 

 

 

 

 

 

 

 

Proved properties

 

$

27,660

 

 

$

850,515

 

 

$

1,108

 

Unproved properties, not subject to amortization

 

 

16,062

 

 

 

65,063

 

 

 

5,778

 

Total property acquisition costs

 

 

43,722

 

 

 

915,578

 

 

 

6,886

 

Exploration costs(1)

 

 

209,161

 

 

 

93,780

 

 

 

82,887

 

Development costs

 

 

292,547

 

 

 

215,467

 

 

 

114,846

 

Total costs incurred

 

$

545,430

 

 

$

1,224,825

 

 

$

204,619

 

(1)
Amount includes $6.6 million, $14.6 million and $74.2 million of exploration costs related to the Company’s operations in offshore Mexico for the year ended December 31, 2021, 2020 and 2019, respectively.

(1)

Amount includes $74.2 million, $16.9 million and $22.8 million of exploration costs related to the Company’s Mexico properties for the year ended December 31, 2019, 2018 and 2017, respectively.

Estimated Quantities of Proved Oil, Natural Gas and NGL Reserves

The Company employs full-time experienced reserve engineers and geologists who are responsible for determining proved reserves in compliance with SEC guidelines. There are numerous uncertainties inherent in estimating quantities of proved reserves and projecting future rates of production and timing of development expenditures. The reserve data in the following tables only represent estimates and should not be construed as being exact. Engineering reserve estimates were prepared based upon interpretation of production performance data and sub-surface information obtained from the drilling of existing wells. The Company’s Director of Reserves, internal reservoir engineers and geologists analyzed and prepared reserve estimates on all oil and natural gas fields. All of the Company’s proved oil, natural gas and NGL reserves are located in the United States primarily offshoreU.S. Gulf of Mexico.

At, December 31, 2021, 2020 and 2019, 2018 and 2017, 100%100% of proved oil, natural gas and NGL reserves attributable to all of the Company’s oil and natural gas properties were estimated and compiled for reporting purposes by the Company’s reservoir engineers and audited by Netherland, Sewell & Associates, Inc. (“NSAI”), independent petroleum engineers and geologists.

F-46F-34


Table of Contents

The following table presents the Company’s estimated proved reserves at its net ownership interest:

 

Oil (MBbls)

 

Gas (MMcf)

 

NGL (MBbls)

 

Oil
Equivalent
(MBoe)

 

Total proved reserves at December 31, 2018

 

112,539

 

 

171,024

 

 

10,696

 

 

151,739

 

Revision of previous estimates

 

(5,553

)

 

(15,898

)

 

(1,237

)

 

(9,440

)

Production

 

(13,844

)

 

(23,306

)

 

(1,228

)

 

(18,956

)

Purchases of reserves

 

2,094

 

 

2,626

 

 

130

 

 

2,662

 

Extensions and discoveries

 

11,518

 

 

21,552

 

 

620

 

 

15,730

 

Total proved reserves at December 31, 2019

 

106,754

 

 

155,998

 

 

8,981

 

 

141,735

 

Revision of previous estimates

 

(14,633

)

 

(56,358

)

 

(168

)

 

(24,195

)

Production(1)

 

(13,665

)

 

(28,652

)

 

(1,559

)

 

(19,999

)

Purchases of reserves

 

26,903

 

 

181,872

 

 

3,528

 

 

60,743

 

Extensions and discoveries

 

3,948

 

 

4,348

 

 

76

 

 

4,749

 

Total proved reserves at December 31, 2020

 

109,307

 

 

257,208

 

 

10,858

 

 

163,033

 

Revision of previous estimates

 

13,619

 

 

8,979

 

 

5,137

 

 

20,252

 

Production

 

(16,159

)

 

(32,795

)

 

(1,875

)

 

(23,500

)

Extensions and discoveries

 

997

 

 

2,961

 

 

315

 

 

1,806

 

Total proved reserves at December 31, 2021

 

107,764

 

 

236,353

 

 

14,435

 

 

161,591

 

Total proved developed reserves as of:

 

 

 

 

 

 

 

 

December 31, 2019

 

72,016

 

 

115,381

 

 

6,733

 

 

97,979

 

December 31, 2020

 

85,007

 

 

204,054

 

 

8,104

 

 

127,120

 

December 31, 2021

 

93,420

 

 

186,442

 

 

11,792

 

 

136,286

 

Total proved undeveloped reserves as of:

 

 

 

 

 

 

 

 

December 31, 2019

 

34,738

 

 

40,617

 

 

2,248

 

 

43,756

 

December 31, 2020

 

24,300

 

 

53,154

 

 

2,754

 

 

35,913

 

December 31, 2021

 

14,344

 

 

49,911

 

 

2,643

 

 

25,305

 

 

 

Oil (MBbls)

 

 

Gas (MMcf)

 

 

NGL (MBbls)

 

 

Oil

Equivalent

(MBoe)

 

Total proved reserves at December 31, 2016

 

 

72,366

 

 

 

150,604

 

 

 

6,236

 

 

 

103,702

 

Revision of previous estimates

 

 

(2,673

)

 

 

(15,860

)

 

 

250

 

 

 

(5,067

)

Production

 

 

(7,048

)

 

 

(16,308

)

 

 

(706

)

 

 

(10,472

)

Extensions and discoveries

 

 

10,159

 

 

 

9,220

 

 

 

767

 

 

 

12,462

 

Total proved reserves at December 31, 2017

 

 

72,804

 

 

 

127,656

 

 

 

6,547

 

 

 

100,625

 

Revision of previous estimates

 

 

2,595

 

 

 

(37,933

)

 

 

3,187

 

 

 

(539

)

Production

 

 

(11,771

)

 

 

(22,771

)

 

 

(1,176

)

 

 

(16,742

)

Purchases of reserves

 

 

44,788

 

 

 

95,661

 

 

 

2,074

 

 

 

62,806

 

Extensions and discoveries

 

 

4,123

 

 

 

8,411

 

 

 

64

 

 

 

5,589

 

Total proved reserves at December 31, 2018

 

 

112,539

 

 

 

171,024

 

 

 

10,696

 

 

 

151,739

 

Revision of previous estimates

 

 

(5,553

)

 

 

(15,898

)

 

 

(1,237

)

 

 

(9,440

)

Production

 

 

(13,844

)

 

 

(23,306

)

 

 

(1,228

)

 

 

(18,956

)

Purchases of reserves

 

 

2,094

 

 

 

2,626

 

 

 

130

 

 

 

2,662

 

Extensions and discoveries

 

 

11,518

 

 

 

21,552

 

 

 

620

 

 

 

15,730

 

Total proved reserves at December 31, 2019

 

 

106,754

 

 

 

155,998

 

 

 

8,981

 

 

 

141,735

 

Total proved developed reserves as of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

 

37,460

 

 

 

77,577

 

 

 

3,315

 

 

 

53,704

 

December 31, 2018

 

 

85,530

 

 

 

131,364

 

 

 

8,104

 

 

 

115,528

 

December 31, 2019

 

 

72,016

 

 

 

115,381

 

 

 

6,733

 

 

 

97,979

 

Total proved undeveloped reserves as of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

 

35,344

 

 

 

50,079

 

 

 

3,232

 

 

 

46,921

 

December 31, 2018

 

 

27,009

 

 

 

39,660

 

 

 

2,592

 

 

 

36,211

 

December 31, 2019

 

 

34,738

 

 

 

40,617

 

 

 

2,248

 

 

 

43,756

 

(1)
Excludes approximately 3.0 MBoe of Mexico well test production.

(2)

Excludes approximately 3.0 MBoe of Mexico well test production

During 2019,2021, proved reserves decreased by 10.01.4 MMBoe primarily due to a decrease of 19.023.5 MMBoe of production. The decrease was partially offset by revision to previous estimates of 20.3 MMBoe due to increase in commodity prices as well as 1.8 MMBoe of estimated proved reserves from extensions and discoveries primarily from an evaluation of Crown and Anchor Field located in the Mississippi Canyon core area.

During 2020, proved reserves decreased by 21.3 MMBoe primarily due to a decrease of 20.0 MMBoe of production and revision to previous estimates of 24.2 MMBoe due to decrease in commodity prices. The decrease was partially offset by the addition of 60.7 MMBoe added through purchases from the ILX and Castex Acquisition, Castex Energy 2005 Acquisition and LLOG Acquisition as well as 4.7 MMBoe of estimated proved reserves from extensions and discoveries primarily from an evaluation of Green Canyon 18 and Claiborne Fields.

During 2019, proved reserves decreased by 10.0 MMBoe primarily due to a decrease of 19.0 MMBoe of production and revision to previous estimates of 9.7 MMBoe due to the Phoenix and Ram Powell Fields. The decrease was partially offset by the addition of 15.7 MMBoe of estimated proved reserves from extensions and discoveries primarily from an evaluation of Green Canyon 21, Pompano, and Ewing Bank 305 as well as 3.0 MMBoe added through purchases from the Gunflint Acquisition.

During 2018, the Company added 51.1 MMBoeF-35


Table of estimated proved reserves, which included 62.8 MMBoe added through purchases of 59.3 MMBoe from the Stone Combination and 3.5 MMBoe from the Whistler Acquisition. The Company also added 5.6 MMBoe of estimated proved reserves from extensions and discoveries primarily from an evaluation of Green Canyon Block 18. The increase was partially offset by a decrease of 16.7 MMBoe of production.Contents

During 2017, the Company added 12.5 MMBoe of estimated proved reserves from extensions and discoveries primarily from drilling the Tornado 2 exploration prospect in the Phoenix Field. The increase was offset by a decrease of 10.5 MMBoe of production and 5.1 MMBoe of negative performance revisions.

F-47


Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil, Natural Gas and NGL Reserves

The following table reflects the standardized measure of discounted future net cash flows relating to the Company’s interest in proved oil, natural gas and NGL reserves (in thousands):

 

Year Ended December 31,

 

 

2021

 

2020

 

2019

 

Future cash inflows

$

8,496,005

 

$

4,927,497

 

$

7,151,875

 

Future costs:

 

 

 

 

 

 

Production

 

(1,868,818

)

 

(1,105,211

)

 

(1,633,432

)

Development and abandonment

 

(1,422,507

)

 

(1,236,874

)

 

(1,464,270

)

Future net cash flows before income taxes

 

5,204,680

 

 

2,585,412

 

 

4,054,173

 

Future income tax expense

 

(676,778

)

 

(141,515

)

 

(662,317

)

Future net cash flows after income taxes

 

4,527,902

 

 

2,443,897

 

 

3,391,856

 

Discount at 10% annual rate

 

(1,087,291

)

 

(538,963

)

 

(854,261

)

Standardized measure of discounted future net cash flows

$

3,440,611

 

$

1,904,934

 

$

2,537,595

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Future cash inflows

 

$

7,151,875

 

 

$

8,654,631

 

 

$

4,308,863

 

Future costs:

 

 

 

 

 

 

 

 

 

 

 

 

Production

 

 

(1,633,432

)

 

 

(1,740,850

)

 

 

(815,509

)

Development and abandonment

 

 

(1,464,270

)

 

 

(1,349,005

)

 

 

(823,164

)

Future net cash flows before income taxes

 

 

4,054,173

 

 

 

5,564,776

 

 

 

2,670,190

 

Future income tax expense (1)

 

 

(662,317

)

 

 

(862,473

)

 

 

 

Future net cash flows after income taxes

 

 

3,391,856

 

 

 

4,702,303

 

 

 

2,670,190

 

Discount at 10% annual rate

 

 

(854,261

)

 

 

(1,362,057

)

 

 

(862,521

)

Standardized measure of discounted future net cash flows

 

$

2,537,595

 

 

$

3,340,246

 

 

$

1,807,669

 

(1)

For December 31, 2017, the standardized measure of discounted future net cash flows did not include the impact of future federal income taxes because Talos Energy LLC was not subject to federal income taxes prior to the Stone Combination.

Future cash inflows are computed by applying SEC Pricing to year-end quantities of proved reserves. The discounted future cash flow estimates do not include the effects of derivative instruments. See the following table for base prices used in determining the standardized measure:

 

Year Ended December 31,

 

Year Ended December 31,

 

 

2019

 

 

2018

 

 

2017

 

2021

 

2020

 

2019

 

Oil price per Bbl

 

$

61.01

 

 

$

69.42

 

 

$

51.36

 

$

67.14

 

$

39.47

 

$

61.01

 

Natural gas price per Mcf

 

$

2.59

 

 

$

3.08

 

 

$

3.20

 

$

3.71

 

$

1.97

 

$

2.59

 

NGL price per Bbl

 

$

26.17

 

 

$

29.50

 

 

$

24.64

 

$

26.62

 

$

9.89

 

$

26.17

 

Future net cash flows are discounted at the prescribed rate of 10%10%. Actual future net cash flows may vary considerably from these estimates. Although the Company’s estimates of total proved reserves, development costs and production rates were based on the best information available, the development and production of oil and gas reserves may not occur in the periods assumed. Actual prices realized, costs incurred and production quantities may vary significantly from those used. Therefore, such estimated future net cash flow computations should not be considered to represent the Company’s estimate of the expected revenues or the current value of existing proved reserves.

F-48


Changes in Standardized Measure of Discounted Future Net Cash Flows

Principal changes in the standardized measure of discounted future net cash flows attributable to the Company’s proved oil, natural gas and NGL reserves are as follows (in thousands):

 

Year Ended December 31,

 

Year Ended December 31,

 

 

2019

 

 

2018

 

 

2017

 

2021

 

2020

 

2019

 

Standardized measure, beginning of year

 

$

3,340,246

 

 

$

1,807,669

 

 

$

1,336,035

 

$

1,904,934

 

$

2,537,595

 

$

3,340,246

 

Sales and transfers of oil, net gas and NGLs produced during the period

 

 

(665,226

)

 

 

(727,969

)

 

 

(288,942

)

 

(957,576

)

 

(339,557

)

 

(665,226

)

Net change in prices and production costs

 

 

(849,696

)

 

 

1,578,330

 

 

 

555,100

 

 

2,049,980

 

(1,468,304

)

 

(849,696

)

Changes in estimated future development costs

 

 

(75,564

)

 

 

32,328

 

 

 

(156,282

)

 

(57,876

)

 

32,589

 

(75,564

)

Previously estimated development costs incurred

 

 

117,049

 

 

 

45,937

 

 

 

146,687

 

 

69,125

 

46,143

 

117,049

 

Accretion of discount

 

 

392,526

 

 

 

180,767

 

 

 

133,603

 

 

199,849

 

299,302

 

392,526

 

Net change in income taxes(1)

 

 

129,590

 

 

 

(585,017

)

 

 

 

Net change in income taxes

 

(391,834

)

 

361,875

 

129,590

 

Purchases of reserves

 

 

75,009

 

 

 

943,519

 

 

 

 

 

 

730,611

 

75,009

 

Extensions and discoveries

 

 

306,515

 

 

 

148,068

 

 

 

328,565

 

 

45,485

 

71,589

 

306,515

 

Net change due to revision in quantity estimates

 

 

(199,576

)

 

 

190,853

 

 

 

(113,629

)

 

426,357

 

(309,338

)

 

(199,576

)

Changes in production rates (timing) and other

 

 

(33,278

)

 

 

(274,239

)

 

 

(133,468

)

 

152,167

 

 

(57,571

)

 

(33,278

)

Standardized measure, end of year

 

$

2,537,595

 

 

$

3,340,246

 

 

$

1,807,669

 

$

3,440,611

 

$

1,904,934

 

$

2,537,595

 

(1)

For December 31, 2017, the standardized measure of discounted future net cash flows did not include the impact of future federal income taxes because Talos Energy LLC was not subject to federal income taxes prior to the Stone Combination.

Note 16 —Subsequent Events

ILX and Castex Acquisition

For additional information, see Note 3 — Acquisitions.

Derivative Contracts

For additional information, see Note 6 — Financial Instruments.F-36

Debt

For additional information, see Note 7 — Debt.

F-49