Tamboran Resources Corp
For the period ended Dec 31, 2024. Filed Feb 12, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 31, 2024 · Filed Feb 12, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-12.
0001997652-24-000002
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-12-31; filed 2025-02-12.
0001628280-25-005147
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 152 previous paragraphs and 217 current paragraphs.
27 unchanged; 105 reworded; 56 added; 17 removed; 3 previous and 29 current paragraphs rearranged.
Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (56)
Current report
professional fees related to implementation of the scheme of arrangement and IPO readiness incurred in the comparative
Current report
period in 2023 with no comparable activity during thethree months ended December 31, 2024.
Current report
Loss on remeasurement of assets classified as held for sale. The Group didnot recognize a loss on assets
Current report
classified as held for sale during thethree months ended December 31, 2024 as the value of the rig sold during the period
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had been reduced to the lower of its carrying amount and the fair value less costs to sell in the prior quarter. For thethree
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months ended December 31, 2023 the Group recognized a loss on assets classified as held for sale amounting to$0.03
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million as a result of the sale of rig 301 during thecomparative period.
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as the SPCF pad.
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Exploration expense. Exploration expense decreased by$1.0 million during thethree months ended December 31,
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LNG feasibility study expense. During thethree months ended December 31, 2024, the Group incurred expenses
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of$3.2 million related tocertain studies and pre-front-end engineering and design services related to the proposed NT LNG
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facility.
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Checkerboard fee. During thethree months ended December 31, 2024, the Group incurred an expense of$6.0
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million related to thesatisfaction of certain payment obligations to DWE under the TB1 Joint Venture Agreement. This
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obligation was satisfied through the issuance of common stock, subsequent to shareholder approval received in November
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proceeds during the period ended December 31, 2024 which did not exist during the comparative period.
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Result of Operations for the Six Months Ended December 31, 2024 and 2023
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based compensation, increased by$2.1 million during thesix months ended December 31, 2024, as compared to thesix
Current report
during thesix months ended December 31, 2024, as compared to thesix months ended December 31, 2023, due to
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professional fees related to related to implementation of the scheme of arrangement and IPO readiness incurred in the
Current report
comparative period in 2023 with no comparable activity during thethree months ended December 31, 2024.
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recognized during thesix months ended December 31, 2023, due to the sale of a smaller rig, rig 301.
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Accretion of asset retirement obligations expense. For thesix months ended December 31, 2024, an expense for
Current report
established the SPCF site during thesix months ended December 31, 2024, the expense for the current period has increased
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marginally from that of the comparative period.
Current report
LNG feasibility study expense. During thesix months ended December 31, 2024, the Group incurred expenses of
Current report
$3.2 million related tocertain studies and pre-front-end engineering and design services related to the proposed NT LNG
Current report
facility.
Current report
Checkerboard fee. During thesix months ended December 31, 2024, the Group incurred an expense of$6.0
Current report
million related to thesatisfaction of certain payment obligations to DWE under the TB1 Joint Venture Agreement. This
Current report
obligation was satisfied through the issuance of common stock, subsequent to shareholder approval received in November
Current report
ended December 31, 2024, as compared to thesix months ended December 31, 2023, as a result of increased expenses
Current report
proceeds during the period ended December 31, 2024 which did not exist during the comparative period.
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Foreign currency translation. For thesix months ended December 31, 2024, we recognized a foreign currency
Current report
compared to July 1, 2024. In thesix months ended December 31, 2023, we recognized a foreign currency translation gain
Current report
rig 403 in October 2024, R&D tax credits received in December 2024, and cash calls received throughout the period which
Current report
are offset primarily by spending on operations on the SS-2H, SS-2H side track, and SS-3H pilot wells during the six
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months ended December 31, 2024.
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permit, for which Santos Limited is the operator. Our commitment through March 2026 is approximately$2.5 million
Current report
Other Commitments and Contingencies
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Removed paragraphs (17)
Previous report
Quarters Ended September 30, 2024 and 2023
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respectively.
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2023, due to increased professional fees related to U.S. GAAP financial statements. This scope of work was not
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commenced until subsequent to September 30, 2023 in the prior fiscal year.
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comparative period.
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deposits during the period ended September 30, 2024.
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and comprehensive loss.
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$70.0 million to progress our development plans. We expect the additional proceeds from the rig 403 asset sale,
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exercised in July 2024, and cash calls received of$13.6 million offset primarily by spending on operations,
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primarily the ongoing drilling of the SS-2H pilot well during the quarter ended September 30, 2024.
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$14.7 million.
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EP 161. Our commitment through March 2026 is approximately$2.8 million based on the minimum work
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For thethree months ended September 30, 2024, net cash used in operating activities was$4.2 million
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million decrease in trade and other receivables, and a$0.2 million increase in prepaid expenses and other assets.
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advance payment of$0.4 million for rig 403.
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attributable to contributions from noncontrolling interest holders in connection with investments by DWE, partially
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Company’s reported and expected financial results.
Reworded paragraphs (105)
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The following discussion and analysis should be read in conjunction with, and is qualified in its entirety by,
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The following discussion and analysis should be read in conjunction with, and is qualified in its entirety by, our
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our condensed consolidated financial statements, the accompanying notes to the condensed consolidated financial
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condensed consolidated financial statements, the accompanying notes to the condensed consolidated financial statements
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statements and other financial information included in this report and in our Annual Report on Form 10-K for the
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and other financial information included in this report and in our Annual Report on Form 10-K for the year ended June 30,
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year ended June 30, 2024. For further information on items that could impact our financial condition and operating
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For further information on items that could impact our financial condition and operating performance, see the section
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performance, see the section entitled “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended
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entitled “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, and “Cautionary Note
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June 30, 2024, and “Cautionary Note Regarding Forward-Looking Statements” in this report.
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Regarding Forward-Looking Statements” in this report.
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Revenue and other operating income. We have not yet commenced natural gas production, therefore, we
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Revenue and other operating income. We have not yet commenced natural gas production, therefore, we did not
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did not earn any revenue and other operating income during thethree months ended September 30, 2024 and 2023,
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earn any revenue and other operating income during thethree months ended December 31, 2024 and 2023, respectively.
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Compensation and benefits, including stock-based compensation. Compensation and benefits, including
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Compensation and benefits, including stock-based compensation. Compensation and benefits, including stock-
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stock based compensation, increased by$1.0 million during thethree months ended September 30, 2024, as
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based compensation, increased by$1.2 million during thethree months ended December 31, 2024, as compared to the
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the period and increased headcount as compared to the comparative period.
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headcount as compared to the comparative period.
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Consultancy, legal and professional fees. Consultancy, legal and professional fees increased by$0.3
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Consultancy, legal and professional fees. Consultancy, legal and professional fees decreased by$1.4 million
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Accretion of asset retirement obligations expense. For thethree months ended September 30, 2024, an
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Accretion of asset retirement obligations expense. For thethree months ended December 31, 2024, an expense for
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expense for accretion of asset retirement obligations of$0.3 million was recognized. The recognition of such an
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accretion of asset retirement obligations of$0.2 million was recognized. The recognition of such an expense was due to the
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expense was due to the accretion of asset retirement obligation liabilities in relation to all EPs, inclusive of EPs 76,
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accretion of asset retirement obligation liabilities in relation to all EPs, inclusive of EPs 76, 98, 117, 136 and 161, as well
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topographical, geographical and geophysical studies and other indirect expenditure.
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geophysical studies and other indirect expenditure in the comparative period.
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General and administrative. General and administrative costs increased by$0.9 million during thethree
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General and administrative. General and administrative costs increased by$0.3 million during thethree months
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months ended September 30, 2024, as compared to thethree months ended September 30, 2023, as a result of
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ended December 31, 2024, as compared to thethree months ended December 31, 2023, as a result of increased expenses
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increased expenses related to travel, insurance, and office and administrative fees.
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related to headcount, travel, insurance, and office and administrative fees.
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Interest income, net. Interest income, netincreased by$0.7 million during thethree months ended
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Interest income, net. Interest income, netincreased by$0.5 million during thethree months ended December 31,
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September 30, 2024, as compared to thethree months ended September 30, 2023, due to interest received from term
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2024, as compared to thethree months ended December 31, 2023, due to interest received from term deposits using IPO
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Foreign currency translation. For thethree months ended September 30, 2024, we recognized a foreign
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Foreign currency translation. For thethree months ended December 31, 2024, we recognized a foreign currency
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foreign currency translation loss of$5.3 million, primarily due to the weakening of the Australian Dollar as of
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translation loss of$29.2 million, primarily due to the weakening of the Australian Dollar as of December 31, 2024, as
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September 30, 2024, as compared to July 1, 2024. In thethree months ended September 30, 2023, we recognized a
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compared to September 30, 2024. In thethree months ended December 31, 2023, we recognized a foreign currency
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currency translation gain of$12.1 million, primarily due to the strengthening of the Australian Dollar as of
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translation gain of$13.7 million, primarily due to the strengthening of the Australian Dollar as of December 31, 2023, as
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September 30, 2023, as compared to July 1, 2023. Foreign exchange gains and losses resulting from the settlement
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compared to September 30, 2023. Foreign exchange gains and losses resulting from the settlement of foreign currency
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of foreign currency transactions and from the translation at fiscal year-end exchange rates of monetary assets and
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transactions and from the translation at fiscal year-end exchange rates of monetary assets and liabilities denominated in
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liabilities denominated in foreign currencies are recognized on our condensed consolidated statement of operations
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foreign currencies are recognized on our condensed consolidated statement of operations and comprehensive loss.
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Income tax expense. We have no income tax expense due to operating losses incurred for thethree months
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Income tax expense. We have no income tax expense due to operating losses incurred for thethree months ended
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ended September 30, 2024, and 2023. We have provided a full valuation allowance on our net deferred tax asset
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December 31, 2024, and 2023. We have provided a full valuation allowance on our net deferred tax asset because
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because management has determined that it is more likely than not that we will not earn income sufficient to realize
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management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax
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the deferred tax assets during a foreseeable future period. Management will continue to assess the potential for
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assets during a foreseeable future period. Management will continue to assess the potential for realizing deferred tax assets
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realizing deferred tax assets based upon income forecast data and the feasibility of future tax planning strategies and
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based upon income forecast data and the feasibility of future tax planning strategies and may record adjustments to the
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may record adjustments to the valuation allowance against deferred tax assets in future periods, as appropriate, that
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valuation allowance against deferred tax assets in future periods, as appropriate, that could have a material impact on the
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compared to thethree months ended September 30, 2023, due primarily to the restricted stock units granted during
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months ended December 31, 2023, due primarily to the restricted stock units granted in August 2024 and increased
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Loss on remeasurement of fair value of assets classified as held for sale. The Group recognized a loss on
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Loss on remeasurement of assets classified as held for sale. The Group recognized a loss on assets classified as
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assets classified as held for sale amounting to$0.4 million during thethree months ended September 30, 2024, due
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held for sale amounting to$0.4 million during thesix months ended December 31, 2024, due to the write down of rig 403
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to a write down of rig 403 to the fair value less costs to sell in the current period, which did not occur in the
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to the fair value less costs to sell. In contrast, a loss on assets classified as held for sale amounting to$0.03 million was
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98, 117, 136 and 161, as well as SPCF for the new well and related well pads drilled during the period.
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as SPCF for the new well and related well pads drilled during the period. As the Group drilled two additional wells and
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Exploration expense. Exploration expense increased by$0.1 million during the three months ended
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Exploration expense. Exploration expense decreased by$0.9 million during the six months ended December 31,
Showing the first 40 of 105 pairs. Open the source sections for the rest.
Rearranged current paragraphs (29)
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Results of Operations for the Three Months Ended December 31, 2024 and 2023
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three months ended December 31, 2023, due primarily to the restricted stock units granted in August 2024 and increased
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during thethree months ended December 31, 2024, as compared to thethree months ended December 31, 2023, due to
Current report — wording carried from elsewhere
2024, as compared tothree months ended December 31, 2023, due to increased topographical, geographical and
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condensed consolidated statement of operations and comprehensive loss.
Current report — wording carried from elsewhere
Revenue and other operating income. We have not yet commenced natural gas production, therefore, we did not
Current report — wording carried from elsewhere
earn any revenue and other operating income during thesix months ended December 31, 2024 and 2023, respectively.
Current report — wording carried from elsewhere
Compensation and benefits, including stock-based compensation. Compensation and benefits, including stock-
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headcount as compared to the comparative period.
Current report — wording carried from elsewhere
Consultancy, legal and professional fees. Consultancy, legal and professional fees decreased by$1.1 million
Current report — wording carried from elsewhere
accretion of asset retirement obligations of$0.5 million was recognized. The recognition of such an expense was due to the
Current report — wording carried from elsewhere
accretion of asset retirement obligation liabilities in relation to all EPs, inclusive of EPs 76, 98, 117, 136 and 161, as well
Current report — wording carried from elsewhere
geophysical studies and other indirect expenditure in the comparative period.
Current report — wording carried from elsewhere
General and administrative. General and administrative costs increased by$1.2 million during thesix months
Current report — wording carried from elsewhere
related to headcount, travel, insurance, and office and administrative fees.
Current report — wording carried from elsewhere
Interest income, net. Interest income, netincreased by$1.3 million during thesix months ended December 31,
Current report — wording carried from elsewhere
2024, as compared to thesix months ended December 31, 2023, due to interest received from term deposits using IPO
Current report — wording carried from elsewhere
translation loss of$17.0 million, primarily due to the weakening of the Australian Dollar as of December 31, 2024, as
Current report — wording carried from elsewhere
of$8.3 million, primarily due to the strengthening of the Australian Dollar as of December 31, 2023, as compared to July
Current report — wording carried from elsewhere
1, 2023. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the
Current report — wording carried from elsewhere
translation at fiscal year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are
Current report — wording carried from elsewhere
recognized on our condensed consolidated statement of operationsand comprehensive loss.
Current report — wording carried from elsewhere
Income tax expense. We have no income tax expense due to operating losses incurred for thesix months ended
Current report — wording carried from elsewhere
December 31, 2024, and 2023. We have provided a full valuation allowance on our net deferred tax asset because
Current report — wording carried from elsewhere
management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax
Current report — wording carried from elsewhere
assets during a foreseeable future period. Management will continue to assess the potential for realizing deferred tax assets
Current report — wording carried from elsewhere
based upon income forecast data and the feasibility of future tax planning strategies and may record adjustments to the
Current report — wording carried from elsewhere
valuation allowance against deferred tax assets in future periods, as appropriate, that could have a material impact on the
Current report — wording carried from elsewhere
condensed consolidated statement of operations and comprehensive loss.
Rearranged previous paragraphs (3)
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million during thethree months ended September 30, 2024, as compared to thethree months ended September 30,
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could have a material impact on the condensed consolidated statement of operations and comprehensive loss.
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used in preparing the consolidated financial statements.