UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 2.02. | Results of Operations and Financial Condition. |
As reported in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) by Crescent Energy Company (the “Company”) on April 5, 2022, as amended on a Form 8-K/A filed with the SEC on May 19, 2022, on March 30, 2022, the Company consummated the transactions contemplated by the Membership Interest Purchase Agreement (the “Purchase Agreement”) dated February 15, 2022, by and among Javelin VentureCo, LLC (the “Purchaser”), a subsidiary of the Company, Crescent Energy OpCo LLC, a Delaware limited liability company, and Verdun Oil Company II LLC, a Delaware limited liability company (the “Seller”), pursuant to which the Purchaser agreed to purchase from Seller all of the issued and outstanding membership interests of Javelin Uinta, LLC, a Texas limited liability company and wholly-owned subsidiary of the Seller that holds certain exploration and production assets located in the State of Utah (such transactions contemplated by the Purchase Agreement, collectively, the “Uinta Acquisition”).
This Current Report on Form 8-K provides a pro forma statement of operations of the Company, as described in Item 9.01 below and which is incorporated into this Item 2.02 by reference, giving effect to the Uinta Acquisition as if it has been consummated on January 1, 2021. This Current Report on Form 8-K should be read in connection with the Company’s April 5 and May 19 filings referenced above, which together provide a more complete description of the Uinta Acquisition.
In addition, to the extent required, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 2.02 by reference.
The information contained in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Item 7.01. | Regulation FD Disclosure. |
The information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference.
The information contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.
Item 8.01 | Other Events. |
Pro Forma Financial Statements
This Current Report on Form 8-K provides a pro forma statement of operations, as described in Item 9.01 below, which is incorporated into this Item 8.01 by reference.
******
Registration Statement Disclosures
On or about the date of this Current Report on Form 8-K, the Company intends to file Amendment No. 4 to its Registration Statement on Form S-1 (“Amendment No. 4”) relating to the proposed offering by the Company and a selling stockholder of shares of Class A common stock, par value $0.0001 per share. In connection with the filing of Amendment No. 4, the Company is providing certain additional disclosures to potential investors, the relevant excerpts of which are set forth below. Capitalized terms used but not defined herein shall have the meaning assigned thereto in Amendment No. 4.
******
2
The Inflation Reduction Act of 2022 could accelerate the transition to a low carbon economy and will impose new costs on our operations.
On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (“IRA 2022”) into law pursuant to the budget reconciliation process. The IRA 2022 contains hundreds of billions of dollars in incentives for the development of renewable energy, clean hydrogen, clean fuels, electric vehicles and supporting infrastructure and carbon capture and sequestration, amongst other provisions. These incentives could further accelerate the transition of the U.S. economy away from the use of fossil fuels towards lower- or zero-carbon emissions alternatives, which could decrease demand for the oil and gas we produce and consequently materially and adversely affect our business and results of operations. In addition, the IRA 2022 imposes the first ever federal fee on the emission of greenhouse gases (“GHGs”) through a methane emissions charge. The IRA 2022 amends the federal Clean Air Act to impose a fee on the emission of methane from sources required to report their GHG emissions to the U.S. Environmental Protection Agency (“EPA”), including those sources in the onshore petroleum and natural gas production and gathering and boosting source categories. The methane emissions charge will start in calendar year 2024 at $900 per ton of methane, increase to $1,200 in 2025, and be set at $1,500 for 2026 and each year thereafter. Calculation of the fee is based on certain thresholds established in the IRA 2022. The methane emissions charge could increase our operating costs and adversely affect our business and results of operations.
******
Summary Reserve Data based on NYMEX Pricing
The following table provides historical reserves, PV-0 and PV-10 as of December 31, 2021 for Crescent Energy Company and the reserves acquired in the Uinta Acquisition using average annual NYMEX forward-month contract pricing in effect as of June 30, 2022 (“NYMEX Pricing”). We have included this reserve sensitivity in order to provide an additional method of presentation of the fair value of our assets and the cash flows that we expect to generate from those assets based on the market’s forward-looking pricing expectations as of June 30, 2022. The historical 12-month pricing average in our 2021 disclosures under the heading “Summary Reserve Data based on SEC Pricing” does not reflect the oil and natural gas futures. We believe that the use of forward prices provides investors with additional useful information about our reserves, as the forward prices are based on the market’s forward-looking expectations of oil and natural gas prices as of a certain date, although we caution investors that this information should be viewed as a helpful alternative, not a substitute, for the data presented based on SEC Pricing. In addition, we believe strip pricing provides relevant and useful information because it is widely used by investors in our industry as a basis for comparing the relative size and value of our proved reserves to our peers and in particular addresses the impact of differentials compared with our peers. Our estimated historical reserves, PV-0 and PV-10 based on NYMEX Pricing, were otherwise prepared on the same basis as our estimations based on SEC Pricing reserves for the comparable period. Reserve estimates using NYMEX Pricing are calculated using the internal systems of the management of the Company and have not been prepared or audited by an independent, third-party reserve engineer, but otherwise contain the same parameters, except for price and minor system differences.
Crescent Energy Company |
Uinta Acquisition |
|||||||
As of December 31, 2021(1) | ||||||||
Net Proved Reserves: |
||||||||
Oil (MBbls) |
209,908 | 43,142 | ||||||
Natural gas (MMcf) |
1,534,371 | 141,098 | ||||||
NGLs (MBbls) (3) |
78,615 | — | ||||||
Total Proved Reserves (MBoe) |
544,252 | 66,659 | ||||||
PV-0 (millions) (2) |
$ | 12,183 | $ | 2,110 | ||||
PV-10 (millions) (2) |
$ | 7,091 | $ | 1,551 | ||||
Net Proved Developed Reserves: |
||||||||
Oil (MBbls) |
157,868 | 25,062 | ||||||
Natural gas (MMcf) (3) |
1,468,815 | 93,735 | ||||||
NGLs (MBbls) (3) |
68,499 | — | ||||||
Total Proved Developed Reserves (MBoe) |
471,169 | 40,685 | ||||||
PV-0 (millions) (2) |
$ | 9,930 | $ | 1,362 |
3
Crescent Energy Company |
Uinta Acquisition |
|||||||
As of December 31, 2021(1) | ||||||||
PV-10 (millions) (2) |
$ | 5,939 | $ | 1,091 | ||||
Net Proved Undeveloped Reserves: |
||||||||
Oil (MBbls) |
52,040 | 18,080 | ||||||
Natural gas (MMcf) |
65,556 | 47,363 | ||||||
NGLs (MBbls) (3) |
10,116 | — | ||||||
Total Proved Undeveloped Reserves (MBoe) |
73,083 | 25,974 | ||||||
PV-0 (millions) (2) |
$ | 2,253 | $ | 748 | ||||
PV-10 (millions) (2) |
$ | 1,152 | $ | 460 |
(1) | The NYMEX reserves, PV-0 and PV-10 of Crescent Energy Company and the Uinta Acquisition were determined using index prices for oil and natural gas, respectively, without giving effect to derivative transactions and were calculated based on settlement prices to better reflect the market expectations as of that date, as adjusted for our estimates of quality, transportation fees, and market differentials. The NYMEX reserves calculations are based on NYMEX futures pricing at closing on June 30, 2022 for oil and natural gas. The average adjusted product prices over the remaining lives of the properties are $70.17 per barrel of oil, $4.45 per Mcf of natural gas and $29.40 per barrel of NGLs as of December 31, 2021. We believe that the use of forward prices provides investor with additional useful information about our reserves, as the forward prices are based on the market’s forward-looking expectations of oil and natural gas prices as of a certain date, although we caution investors that this information should be viewed as a helpful alternative, not as a substitute, for the data presented based on SEC Pricing. See “Item 1A. Risk Factors—Risks related to the oil and natural gas industry and our operations—Reserve estimates depend on many assumptions that may turn out to be inaccurate. Any material inaccuracies in reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves” in our Annual Report on Form 10-K for the year ended December 31, 2021. |
(2) | Present value (discounted at PV-0 and PV-10) is not a financial measure calculated in accordance with GAAP because it does not include the effects of income taxes on future net revenues. Neither PV-0 nor PV-10 represent an estimate of the fair market value of our oil and natural gas properties. Our PV-0 measurement does not provide a discount rate to estimated future cash flows. PV-0 therefore does not reflect the risk associated with future cash flow projections like PV-10 does. PV-0 should therefore only be evaluated in connection with an evaluation of our PV-10 of discounted future net cash flows. We believe that the presentation of PV-0 and PV-10 is relevant and useful to our investors about the future net cash flows of our reserves in the absence of a comparable measure such as standardized measure. We and others in our industry use PV-0 and PV-10 as a measure to compare the relative size and value of proved reserves held by companies without regard to the specific tax characteristics of such entities. Investors should be cautioned that neither of PV-0 and PV-10 represent an estimate of the fair market value of our proved reserves. GAAP does not prescribe any corresponding measure for PV-10 of reserves based on pricing other than SEC Pricing. As a result, it is not practicable for us to reconcile our PV-10 using NYMEX Pricing to standardized measure as determined in accordance with GAAP. |
(3) | Natural gas reserves acquired in the Uinta Acquisition are shown in “wet” MMcf, which includes NGLs. Crescent Energy Company uses three-stream reserve information, with NGL reserves reported separately. As a result, reserve estimates of Crescent Energy Company are not comparable to reserve estimates for the Uinta Acquisition. |
* * * * *
On a pro forma basis for the Transactions, our capital expenditures, excluding acquisitions, incurred during the year ended December 31, 2021 and the six months ended June 30, 2022 totaled approximately $231.6 million and $278.9 million, respectively.
* * * * *
4
Item 9.01 | Financial Statements and Exhibits. |
(b) | Pro Forma Financial Information |
The following unaudited pro forma condensed combined financial information of the Company, giving effect to the Uinta Acquisition, attached as Exhibit 99.1 hereto:
• | Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2022; and |
• | Notes to the Unaudited Pro Forma Condensed Combined Financial Statements. |
(d) | Exhibits. |
Exhibit | Description | |
99.1* | Unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2022. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* | Filed herewith. |
5
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 19, 2022
CRESCENT ENERGY COMPANY | ||
By: | /s/ Bo Shi | |
Name: | Bo Shi | |
Title: | General Counsel |
6
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On March 30, 2022, Crescent Energy Company (Crescent or the Company), consummated the acquisition contemplated by the Membership Interest Purchase Agreement (the Purchase Agreement) dated February 15, 2022, by and among certain of the Companys subsidiaries, including Crescent Energy OpCo LLC (OpCo), and Verdun Oil Company II LLC, a Delaware limited liability company, pursuant to which the Company purchased all of the issued and outstanding membership interests of Javelin Uinta, LLC, a Texas limited liability company that holds certain exploration and production assets (the Uinta Basin Assets) located in the State of Utah (such transactions contemplated by the Purchase Agreement, collectively, the Uinta Acquisition).
The following unaudited pro forma condensed combined financial statements (the pro forma financial statements) have been prepared from the respective historical consolidated financial statements of Crescent for the six months ended June 30, 2022 and for the year ended December 31, 2021 and the statements of revenues and direct operating expenses of the Uinta Basin Assets for the period from January 1, 2022 through March 30, 2022 and for the year ended December 31, 2021, adjusted to give effect to the Uinta Acquisition as if it had been consummated on January 1, 2021.
The following pro forma financial statements are based on, and should be read in conjunction with, the historical unaudited consolidated financial statements for the three and six months ended June 30, 2022 included in the Companys Quarterly Report on Form 10-Q and the historical audited combined and consolidated financial statements for the year ended December 31, 2021 included in the Companys Annual Report on Form 10-K and the statements of revenues and direct operating expenses of the Uinta Basin Assets for the period from January 1, 2022 through March 30, 2022 and for the year ended December 31, 2021 included as Exhibit 99.1 included in the Companys Current Report on Form 8-K dated May 18, 2022. Additionally, the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 is based on, and should be read in conjunction with, the unaudited pro forma condensed combined financial statement for the year ended December 31, 2021 included in the Companys Current Report on Form 8-K dated April 8, 2022.
The accompanying pro forma financial statements were derived by making certain transaction accounting adjustments to the historical and pro forma financial statements noted above. The adjustments are based on currently available information and certain estimates and assumptions. Therefore, the actual impact of the Uinta Acquisition may differ from the adjustments made to the pro forma financial statements. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects for the periods presented as if the Uinta Acquisition had been consummated earlier, and that all adjustments necessary to present fairly the pro forma financial statements have been made. The pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma financial statements presented below.
The pro forma financial statements and related notes are presented for illustrative purposes only and should not be relied upon as an indication of the financial condition or the operating results that the Company would have achieved if the Purchase Agreement had been entered into and the Uinta Acquisition had taken place on January 1, 2021. The pro forma financial statements do not reflect future events that may occur after the consummation of the Uinta Acquisition, including, but not limited to, the anticipated realization of ongoing savings from potential operating efficiencies, asset dispositions, cost savings, or economies of scale that the Company may achieve with respect to the combined operations. As a result, future results may vary significantly from the results reflected in the pro forma financial statements and should not be relied on as an indication of the future results of the Company.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Six Months Ended June 30, 2022
(in thousands, except per share data)
Crescent (Historical) |
Uinta Basin Assets (Historical) |
Uinta Acquisition Transaction Adjustments |
Crescent Pro Forma Combined |
|||||||||||||
Revenues: |
||||||||||||||||
Oil |
$ | 975,076 | $ | 132,160 | $ | | $ | 1,107,236 | ||||||||
Natural gas |
350,488 | 15,664 | | 366,152 | ||||||||||||
Natural gas liquids |
155,043 | | | 155,043 | ||||||||||||
Midstream and other |
26,737 | | | 26,737 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total revenues |
1,507,344 | 147,824 | | 1,655,168 | ||||||||||||
Expenses: |
||||||||||||||||
Operating expense |
468,530 | 17,407 | | 485,937 | ||||||||||||
Depreciation, depletion and amortization |
230,592 | | 25,537 | (a) | 256,129 | |||||||||||
Exploration expense |
1,939 | | | 1,939 | ||||||||||||
Midstream operating expense |
6,422 | | | 6,422 | ||||||||||||
General and administrative expense |
42,178 | | | 42,178 | ||||||||||||
(Gain) loss on sale of assets |
(4,987 | ) | | | (4,987 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total expenses |
744,674 | 17,407 | 25,537 | 787,618 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Other income (expense): |
||||||||||||||||
Gain (loss) on derivatives |
(850,695 | ) | | | (850,695 | ) | ||||||||||
Interest expense |
(41,461 | ) | | | (41,461 | ) | ||||||||||
Other income (expense) |
(1,802 | ) | | | (1,802 | ) | ||||||||||
Income (loss) from equity affiliates |
3,252 | | | 3,252 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total other income (expense) |
(890,706 | ) | | | (890,706 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income (loss) before taxes |
(128,036 | ) | 130,417 | (25,537 | ) | (23,156 | ) | |||||||||
Income tax benefit (expense) |
3,927 | | (6,446 | )(b) | (2,519 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income (loss) |
(124,109 | ) | 130,417 | (31,983 | ) | (25,675 | ) | |||||||||
Less: net (income) loss attributable to noncontrolling interests |
(1,183 | ) | | | (1,183 | ) | ||||||||||
Less: net (income) loss attributable to redeemable noncontrolling interests |
94,815 | | (78,919 | )(c) | 15,896 | |||||||||||
|
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|
|
|
|
|
|
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Net income (loss) attributable to Crescent |
$ | (30,477 | ) | $ | 130,417 | $ | (110,902 | ) | $ | (10,962 | ) | |||||
|
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|
|
|
|
|
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Net Loss per Share: |
||||||||||||||||
Class A - basic and diluted |
$ | (0.73 | ) | $ | (0.26 | )(d) | ||||||||||
Class B - basic and diluted |
$ | | $ | | ||||||||||||
Weighted Average Common Shares Outstanding |
||||||||||||||||
Class A - basic and diluted |
41,954 | 41,954 | ||||||||||||||
Class B - basic and diluted |
127,536 | 127,536 |
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2021
(in thousands, except per share data)
Crescent Pro Forma Combined Prior to Uinta Acquisition |
Uinta Basin Assets (Historical) |
Uinta Acquisition Transaction Adjustments |
Crescent Pro Forma Combined |
|||||||||||||
Revenues: |
||||||||||||||||
Oil |
$ | 1,112,024 | $ | 292,034 | $ | | $ | 1,404,058 | ||||||||
Natural gas |
550,791 | 37,925 | | 588,716 | ||||||||||||
Natural gas liquids |
235,600 | | | 235,600 | ||||||||||||
Midstream and other |
69,421 | | | 69,421 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total revenues |
1,967,836 | 329,959 | | 2,297,795 | ||||||||||||
Expenses: |
||||||||||||||||
Operating expense |
795,466 | 48,456 | | 843,922 | ||||||||||||
Depreciation, depletion and amortization |
416,160 | | 79,613 | (a) | 495,773 | |||||||||||
Impairment and abandonment of oil and natural gas properties |
761 | | | 761 | ||||||||||||
Exploration expense |
1,661 | | | 1,661 | ||||||||||||
Midstream operating expense |
15,355 | | | 15,355 | ||||||||||||
General and administrative expense |
171,327 | | | 171,327 | ||||||||||||
Gain on sale of assets |
(9,232 | ) | | | (9,232 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total expenses |
1,391,498 | 48,456 | 79,613 | 1,519,567 | ||||||||||||
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|
|
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|
|
|
|
|||||||||
Other income (expense): |
||||||||||||||||
Loss on derivatives |
(970,659 | ) | | | (970,659 | ) | ||||||||||
Interest expense |
(73,698 | ) | | | (73,698 | ) | ||||||||||
Gain on extinguishment of debt |
3,369 | | | 3,369 | ||||||||||||
Other income (expense) |
5,926 | | | 5,926 | ||||||||||||
Income (loss) from equity method investments |
(1,529 | ) | | | (1,529 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total other income (expense) |
(1,036,591 | ) | | | (1,036,591 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income (loss) before taxes |
(460,253 | ) | 281,503 | (79,613 | ) | (258,363 | ) | |||||||||
Income tax benefit (expense) |
25,561 | | (12,408 | )(b) | 13,153 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income (loss) |
(434,692 | ) | 281,503 | (92,021 | ) | (245,210 | ) | |||||||||
Less: net (income) loss attributable to noncontrolling interests |
3,570 | | | 3,570 | ||||||||||||
Less: net (income) loss attributable to redeemable noncontrolling interests |
333,598 | | (151,916 | )(c) | 181,682 | |||||||||||
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|
|
|
|
|
|
|
|||||||||
Net income (loss) attributable to Crescent |
$ | (97,524 | ) | $ | 281,503 | $ | (243,937 | ) | $ | (59,958 | ) | |||||
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|
|
|
|
|
|
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Net Loss per Share: |
||||||||||||||||
Class A - basic and diluted |
$ | (2.32 | ) | $ | (1.43 | )(d) | ||||||||||
Class B - basic and diluted |
$ | | $ | | ||||||||||||
Weighted Average Common Shares Outstanding |
||||||||||||||||
Class A - basic and diluted |
41,954 | 41,954 | ||||||||||||||
Class B - basic and diluted |
127,536 | 127,536 |
Notes to unaudited pro forma condensed combined financial statements
NOTE 1 Basis of pro forma presentation
The pro forma financial statements have been derived from the historical financial statements of Crescent and statements of revenues and direct operating expenses for the Uinta Basin Assets. Additionally, the pro forma statement of operations for the year ended December 31, 2021 has been derived from certain pro forma financial statements included in the Companys Current Report on Form 8-K dated April 8, 2022. The pro forma statements of operations for the six months ended June 30, 2022 and for the year ended December 31, 2021 give effect to the Uinta Acquisition as if it occurred on January 1, 2021.
The statements of revenues and direct operating expenses for the Uinta Basin Assets, which are being presented in accordance with Article 3-05 of Regulation S-X, represent abbreviated financial statements that include less information about the historical business associated with the Uinta Basin Assets or about our current and future results as the owner of the Uinta Basin Assets than full financial statements. For example, the statements of revenues and direct operating expenses do not include information about capital structure, interest expense, entity-level taxes, or depreciation, depletion and amortization.
The pro forma financial statements reflect pro forma adjustments that are based on available information and certain assumptions that management believes are reasonable. However, actual results may differ from those reflected in these statements. In managements opinion, all adjustments known to date that are necessary to present fairly the pro forma information have been made. The pro forma financial statements do not purport to represent what the combined entitys results of operations would have been if the Uinta Acquisition had actually occurred on the date indicated above, nor are they indicative of Crescents future results of operations.
These pro forma financial statements should be read in conjunction with Crescents historical financial statements for the three and six months ended June 30, 2022 and for the year ended December 31, 2021 included in the Companys Quarterly Report on Form 10-Q and Annual Report on Form 10-K, respectively.
NOTE 2 Purchase price allocation
In March 2022, Crescent consummated the acquisition contemplated by the Purchase Agreement, pursuant to which Crescent purchased all of the issued and outstanding membership interests of Javelin Uinta, LLC, a Texas limited liability company that holds the Uinta Basin Assets. Upon closing of the Uinta Acquisition, Crescent paid $621.3 million in cash consideration and transaction fees and assumed certain commodity derivatives. The Uinta Acquisition was funded with cash on hand and borrowings under Crescents Revolving Credit Facility. The Uinta Acquisition was accounted for as an asset acquisition, with Crescent recording $852.5 million of property, plant and equipment, net of acquired commodity derivative liabilities of $179.7 million, accounts payable of $14.3 million and asset retirement liability of $37.2 million.
NOTE 3 Adjustments to the pro forma financial statement
The pro forma financial statements have been prepared to illustrate the effect of the Uinta Acquisition and have been prepared for informational purposes only.
The preceding pro forma financial statements have been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 Amendments to Financial Disclosures about Acquired and Disposed Businesses. Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (Transaction Accounting Adjustments) and allows for supplemental disclosure of the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (Management Adjustments). Management has elected not to disclose Management Adjustments.
The pro forma provision for income taxes does not necessarily reflect the amounts that would have resulted had the combined company filed consolidated income tax returns during the periods presented.
The pro forma net income (loss) per share amounts presented in the pro forma statements of operations are based upon the number of shares of Crescent Class A Common Stock and Crescent Class B Common Stock outstanding, assuming the Uinta Acquisition occurred on January 1, 2021.
Pro forma statement of operations adjustments
The adjustments included in the pro forma statements of operations for the six months ended June 30, 2022 and for the year ended December 31, 2021 are as follows:
(a) | Reflects the pro forma depletion expense calculated in accordance with the successful efforts method of accounting for oil and gas properties totaled $25.5 million and $79.6 million for the six months ended June 30, 2022 and for the year ended December 31, 2021, respectively. |
(b) | Reflects the income tax effect of the pro forma adjustments presented. The tax rate applied to the pro forma adjustments was the estimated combined federal and state statutory rate after the effect of noncontrolling interests of 6.1% for the six months ended June 30, 2022 and for the year ended December 31, 2021. The effective rate of the Company could be significantly different (either higher or lower) depending on a variety of factors. |
(c) | Reflects the impact of the allocation of net income (loss) attributable to redeemable noncontrolling interests for the portion of OpCo not owned by Crescent. |
(d) | Reflects the impact of the allocation of net income (loss) attributable to Crescent on the computation of basic and diluted net income (loss) per share. |
NOTE 4 Supplemental pro forma oil and natural gas reserves information
Oil and natural gas reserves
The following tables present the estimated pro forma combined net proved developed and undeveloped oil, natural gas, and NGLs reserves information as of December 31, 2021 for our consolidated operations, along with a summary of changes in quantities of net remaining proved reserves for the year ended December 31, 2021 for our consolidated operations. Immaterial amounts for proved developed oil, natural gas, and NGLs of our equity affiliates totaling 3,665 MBoe as of December 31, 2021 have been omitted from presentation below. The estimates below are in certain instances presented on a barrels of oil equivalent or Boe basis. To determine Boe in the following tables, natural gas is converted to a crude oil equivalent at the ratio of six Mcf of natural gas to one barrel of crude oil equivalent.
The following estimated pro forma oil and natural gas reserves information is not necessarily indicative of the results that might have occurred had the Uinta Acquisition been completed on January 1, 2021 and is not intended to be a projection of future results. Future results may vary significantly from the results reflected because of various factors, including those discussed in Risk Factors included in the Companys Annual Report on Form 10-K.
Oil and Condensate (MBbls) | ||||||||||||
Crescent Pro Forma Combined Prior To Uinta Acquisition |
Uinta Basin Assets (Historical) |
Crescent Pro Forma Combined |
||||||||||
Proved Developed and Undeveloped Reserves as of: |
||||||||||||
December 31, 2020 |
208,978 | 24,785 | 233,763 | |||||||||
Revisions of previous estimates |
11,137 | 5,737 | 16,874 | |||||||||
Extensions, discoveries, and other additions |
7,763 | 17,394 | 25,157 | |||||||||
Sales of reserves in place |
(854 | ) | | (854 | ) | |||||||
Purchases of reserves in place |
| | | |||||||||
Production |
(16,864 | ) | (4,992 | ) | (21,856 | ) | ||||||
|
|
|
|
|
|
|||||||
December 31, 2021 |
210,160 | 42,924 | 253,084 | |||||||||
|
|
|
|
|
|
|||||||
Proved Developed Reserves as of: |
||||||||||||
December 31, 2020 |
127,038 | 13,877 | 140,915 | |||||||||
December 31, 2021 |
158,091 | 24,871 | 182,962 | |||||||||
Proved Undeveloped Reserves as of: |
||||||||||||
December 31, 2020 |
81,940 | 10,908 | 92,848 | |||||||||
December 31, 2021 |
52,069 | 18,054 | 70,122 |
Natural Gas (MMcf) | ||||||||||||
Crescent Pro Forma Combined Prior To Uinta Acquisition |
Uinta Basin Assets (Historical) |
Crescent Pro Forma Combined |
||||||||||
Proved Developed and Undeveloped Reserves as of: |
||||||||||||
December 31, 2020 |
1,266,894 | 64,985 | 1,331,879 | |||||||||
Revisions of previous estimates |
343,306 | 30,165 | 373,471 | |||||||||
Extensions, discoveries, and other additions |
17,705 | 59,517 | 77,222 | |||||||||
Sales of reserves in place |
(26,226 | ) | | (26,226 | ) | |||||||
Purchases of reserves in place |
| | | |||||||||
Production |
(131,726 | ) | (15,338 | ) | (147,064 | ) | ||||||
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|
|
|
|
|
|||||||
December 31, 2021 |
1,469,953 | 139,329 | 1,609,282 | |||||||||
|
|
|
|
|
|
|||||||
Proved Developed Reserves as of: |
||||||||||||
December 31, 2020 |
1,192,020 | 46,038 | 1,238,058 | |||||||||
December 31, 2021 |
1,404,570 | 92,094 | 1,496,664 | |||||||||
Proved Undeveloped Reserves as of: |
||||||||||||
December 31, 2020 |
74,874 | 18,947 | 93,821 | |||||||||
December 31, 2021 |
65,383 | 47,235 | 112,618 |
NGLs (MBbls) | ||||||||||||
Crescent Pro Forma Combined Prior To Uinta Acquisition |
Uinta Basin Assets (Historical) |
Crescent Pro Forma Combined |
||||||||||
Proved Developed and Undeveloped Reserves as of: |
||||||||||||
December 31, 2020 |
64,838 | | 64,838 | |||||||||
Revisions of previous estimates |
19,046 | | 19,046 | |||||||||
Extensions, discoveries, and other additions |
2,179 | | 2,179 | |||||||||
Sales of reserves in place |
(1,972 | ) | | (1,972 | ) | |||||||
Purchases of reserves in place |
| | | |||||||||
Production |
(7,598 | ) | | (7,598 | ) | |||||||
|
|
|
|
|
|
|||||||
December 31, 2021 |
76,493 | | 76,493 | |||||||||
|
|
|
|
|
|
|||||||
Proved Developed Reserves as of: |
||||||||||||
December 31, 2020 |
52,936 | | 52,936 | |||||||||
December 31, 2021 |
66,402 | | 66,402 | |||||||||
Proved Undeveloped Reserves as of: |
||||||||||||
December 31, 2020 |
11,902 | | 11,902 | |||||||||
December 31, 2021 |
10,091 | | 10,091 |
Total (Mboe) | ||||||||||||
Crescent Pro Forma Combined Prior To Uinta Acquisition |
Uinta Basin Assets (Historical) |
Crescent Pro Forma Combined |
||||||||||
Proved Developed and Undeveloped Reserves as of: |
||||||||||||
December 31, 2020 |
484,950 | 35,615 | 520,565 | |||||||||
Revisions of previous estimates |
87,401 | 10,765 | 98,166 | |||||||||
Extensions, discoveries, and other additions |
12,893 | 27,314 | 40,207 | |||||||||
Sales of reserves in place |
(7,197 | ) | | (7,197 | ) | |||||||
Purchases of reserves in place |
| | | |||||||||
Production |
(46,402 | ) | (7,548 | ) | (53,950 | ) | ||||||
|
|
|
|
|
|
|||||||
December 31, 2021 |
531,645 | 66,146 | 597,791 | |||||||||
|
|
|
|
|
|
|||||||
Proved Developed Reserves as of: |
||||||||||||
December 31, 2020 |
378,628 | 21,549 | 400,177 | |||||||||
December 31, 2021 |
458,588 | 40,220 | 498,808 | |||||||||
Proved Undeveloped Reserves as of: |
||||||||||||
December 31, 2020 |
106,322 | 14,066 | 120,388 | |||||||||
December 31, 2021 |
73,057 | 25,926 | 98,983 |
Standardized measure of discounted future net cash flows
The following tables present the estimated pro forma standardized measure of discounted future net cash flows (the pro forma standardized measure) at December 31, 2021. The pro forma standardized measure information set forth below gives effect to the Uinta Acquisition as if it had been completed on January 1, 2021. Uinta Acquisition Transaction Adjustments reflect adjustments related to the tax effects resulting from the Uinta Acquisition. The disclosures below were determined by referencing the Standardized Measure of Discounted Future Net Cash Flows for the year ended December 31, 2021 reported in the Companys Current Report on Form 8-K dated April 8, 2022. An explanation of the underlying methodology applied, as required by SEC regulations, can be found within the historical financial statements. The calculations assume the continuation of existing economic, operating and contractual conditions at December 31, 2021. Immaterial amounts for the pro forma standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves of our equity affiliates totaling $23.2 million as of December 31, 2021 have been omitted from presentation below.
The following estimated pro forma standardized measure is not necessarily indicative of the results that might have occurred had the Uinta Acquisition been completed on January 1, 2021 and is not intended to be a projection of future results. Future results may vary significantly from the results reflected because of various factors, including those discussed in Risk Factors included in the Companys Annual Report on Form 10-K.
The pro forma standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves of our consolidated operations as of December 31, 2021 is as follows:
(in thousands) | ||||||||||||||||
Crescent Pro Forma Combined Prior To Uinta Acquisition |
Uinta Basin Assets (Historical) |
Uinta Acquisition Transaction Adjustments |
Crescent Pro Forma Combined |
|||||||||||||
Future cash inflows |
$ | 21,063,117 | $ | 2,707,561 | $ | | $ | 23,770,678 | ||||||||
Future production costs |
(10,194,648 | ) | (620,982 | ) | | (10,815,630 | ) | |||||||||
Future development costs (1) |
(1,477,562 | ) | (562,182 | ) | | (2,039,744 | ) | |||||||||
Future income taxes |
(352,136 | ) | | (39,750 | ) | (391,886 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Future net cash flows |
9,038,771 | 1,524,397 | (39,750 | ) | 10,523,418 | |||||||||||
Annual discount of 10% for estimated timing |
(4,080,471 | ) | (470,276 | ) | 12,612 | (4,538,135 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Standardized measure of discounted future net cash flows as of December 31, 2021 |
$ | 4,958,300 | $ | 1,054,121 | $ | (27,138 | ) | $ | 5,985,283 | |||||||
|
|
|
|
|
|
|
|
(1) | Future development costs include future abandonment and salvage costs. |
Changes in standardized measure
The changes in the pro forma standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves of our consolidated operations for the year ended December 31, 2021 are as follows:
(in thousands) | ||||||||||||||||
Crescent Pro Forma Combined Prior To Uinta Acquisition |
Uinta Basin Assets (Historical) |
Uinta Acquisition Transaction Adjustments |
Crescent Pro Forma Combined |
|||||||||||||
Balance at December 31, 2020 |
$ | 1,713,753 | $ | 192,031 | $ | | $ | 1,905,784 | ||||||||
Net change in prices and production costs |
4,153,142 | 397,038 | | 4,550,180 | ||||||||||||
Net change in future development costs |
97,435 | (1,740 | ) | | 95,695 | |||||||||||
Sales and transfers of oil and natural gas produced, net of production expenses |
(1,148,889 | ) | (281,503 | ) | | (1,430,392 | ) | |||||||||
Extensions, discoveries, additions and improved recovery, net of related costs |
190,585 | 460,629 | | 651,214 | ||||||||||||
Purchases of reserves in place |
| | | | ||||||||||||
Sales of reserves in place |
(53,004 | ) | | | (53,004 | ) | ||||||||||
Revisions of previous quantity estimates |
(209,591 | ) | 210,529 | | 938 | |||||||||||
Previously estimated development costs incurred |
95,879 | 23,447 | | 119,326 | ||||||||||||
Net change in taxes |
835 | | (27,138 | ) | (26,303 | ) | ||||||||||
Accretion of discount |
169,784 | 19,203 | | 188,987 | ||||||||||||
Changes in timing and other |
(51,629 | ) | 34,487 | | (17,142 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2021 |
$ | 4,958,300 | $ | 1,054,121 | $ | (27,138 | ) | $ | 5,985,283 | |||||||
|
|
|
|
|
|
|
|
Document and Entity Information |
Aug. 19, 2022 |
---|---|
Cover [Abstract] | |
Entity Registrant Name | Crescent Energy Co |
Amendment Flag | false |
Entity Central Index Key | 0001866175 |
Document Type | 8-K |
Document Period End Date | Aug. 19, 2022 |
Entity Incorporation State Country Code | DE |
Entity File Number | 001-41132 |
Entity Tax Identification Number | 87-1133610 |
Entity Address, Address Line One | 600 Travis Street |
Entity Address, Address Line Two | Suite 7200 |
Entity Address, City or Town | Houston |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 77002 |
City Area Code | (713) |
Local Phone Number | 337-4600 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Class A Common Stock, par value $0.0001 per share |
Trading Symbol | CRGY |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
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