Crescent Energy Co 8-K/A, filed Sep 6, 2023
Crescent Energy Co (CRGY)
About this 8-K/A
Crescent Energy Co filed this 8-K/A on September 6, 2023, reporting on events of July 3, 2023.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 6, 2023 (
(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
Introductory Note.
On July 10, 2023, Crescent Energy Company (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) with the U.S. Securities and Exchange Commission. The Original Report disclosed the consummation of the previously announced acquisition contemplated by the Purchase and Sale Agreement (the “Purchase Agreement”) dated as of May 2, 2023, by and among Javelin EF L.P. (the “Purchaser”), a subsidiary of the Company, Mesquite Comanche Holdings, LLC (“Comanche Holdings”) and SN EF Maverick, LLC (“SN EF Maverick,” and collectively with Comanche Holdings, the “Seller”), pursuant to which the Purchaser agreed to acquire from the Seller certain interests in oil and gas properties, rights and related assets (such assets, the “Western Eagle Ford Assets,” and such transactions contemplated by the Purchase Agreement, collectively, the “Western Eagle Ford Acquisition”). The Western Eagle Ford Acquisition was consummated on July 3, 2023.
This Current Report on Form 8-K/A amends the Original Report to include the financial statements required by Item 9.01(a) and the pro forma financial information required by Item 9.01(b). Except as provided herein, the disclosures made in the Original Report remain unchanged.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses Acquired |
The following historical financial statements of the business acquired in the Western Eagle Ford Acquisition are attached as Exhibit 99.1 hereto:
| • | Audited Statements of Revenues and Direct Operating Expenses of the Western Eagle Ford Assets for the year ended December 31, 2022; |
| • | Unaudited Statements of Revenues and Direct Operating Expenses of the Western Eagle Ford Assets for the six months ended June 30, 2023; and |
| • | Notes to the Statements of Revenues and Direct Operating Expenses. |
| (b) | Pro Forma Financial Information |
The following unaudited pro forma condensed combined financial information of the Company, giving effect to the Western Eagle Ford Acquisition, is attached as Exhibit 99.2 hereto:
| • | Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2023; |
| • | Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2022; |
| • | Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2023; and |
| • | Notes to the Unaudited Pro Forma Condensed Combined Financial Statements. |
| (d) | Exhibits |
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 hereunto duly authorized.
| CRESCENT ENERGY COMPANY | ||||||
| Date: September 6, 2023 | ||||||
| By: | /s/ Bo Shi | |||||
| Name: | Bo Shi | |||||
| Title: | General Counsel | |||||
3
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the registration statements (No. 333-269152 and No. 333-261604) on Form 8-K/A of our report dated August 30, 2023, with respect to the Statement of Revenues and Direct Operating Expenses for the Oil and Natural Gas Assets of SN EF Maverick, LLC (“SN Maverick”) and Mesquite Comanche Holdings, LLC (“MCOM”).
| /s/ KPMG LLP
Houston, Texas |
| September 5, 2023 |
Exhibit 99.1
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| KPMG LLP 811 Main Street Houston, TX 77002 |
Independent Auditors’ Report
The Board of Directors
Mesquite Energy, Inc.:
Report on the Audit of the Financial Statement
Opinion
We have audited the accompanying Statement of Revenues and Direct Operating Expenses for the Oil and Natural Gas Assets of SN EF Maverick, LLC (“SN Maverick”) and Mesquite Comanche Holdings, LLC (“MCOM”) (the Statement), for the year ended December 31, 2022, and the related notes to the Statement.
In our opinion, the Statement referred to above presents fairly, in all material respects, the revenues and direct operating expenses of the Oil and Natural Gas Assets of SN Maverick and MCOM for the year ended December 31, 2022, in accordance with U.S. generally accepted accounting principles.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statement section of our report. We are required to be independent of Mesquite Energy, Inc. and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Emphasis of Matter 1
As described in Note 2, the accompanying Statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and is not intended to be a complete presentation of the operations of the properties. Our opinion is not modified with respect to this matter.
Emphasis of Matter 2
Accounting principles generally accepted in the United States of America require that the supplemental information relating to oil and natural gas producing activities be presented to supplement the basic financial statement. Such information, although not a part of the basic financial statement, is required by the United States Financial Accounting Standards Board who as described in Accounting Standards Codification Topic 932-235-50 considers the supplemental information to be an essential part of financial reporting for placing the basic financial statement in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with managements responses to our inquiries, the basic financial statement, and other knowledge we obtained during our audit of the basic financial statement. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance.
KPMG LLP, a Delaware limited liability partnership and a member firm of
the KPMG global organization of independent member firms affiliated with
KPMG International Limited, a private English company limited by guarantee.
Responsibilities of Management for the Financial Statement
Management is responsible for the preparation and fair presentation of the Statement in accordance with U.S. generally accepted accounting principles, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the Statement that is free from material misstatement, whether due to fraud or error.
Auditors’ Responsibilities for the Audit of the Financial Statement
Our objectives are to obtain reasonable assurance about whether the Statement is free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the Statement.
In performing an audit in accordance with GAAS, we:
| • | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| • | Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the Statement. |
| • | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control. Accordingly, no such opinion is expressed. |
| • | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the Statement. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.
/s/ KPMG LLP
Houston, Texas
August 30, 2023
2
SN EF Maverick, LLC and Mesquite Comanche Holdings, LLC
Statements of Revenues and Direct Operating Expenses
| Six Months Ended | Year Ended | |||||||
| June 30, 2023 | December 31, 2022 | |||||||
| (In thousands) | (Unaudited) | |||||||
| REVENUES: |
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| Oil sales |
$ | 109,588 | $ | 273,827 | ||||
| Natural gas liquid sales |
23,144 | 80,964 | ||||||
| Natural gas sales |
17,225 | 98,765 | ||||||
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| Total revenues |
149,957 | 453,556 | ||||||
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| DIRECT OPERATING EXPENSES: |
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| Oil and natural gas production expenses |
28,654 | 46,411 | ||||||
| Marketing and transportation expenses |
52,540 | 117,566 | ||||||
| Production and ad valorem taxes |
8,390 | 24,547 | ||||||
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| Total direct operating expenses |
89,584 | 188,524 | ||||||
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| Excess of revenues over direct operating expenses |
$ | 60,373 | $ | 265,032 | ||||
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See accompanying notes to the Statements of Revenues and Direct Operating Expenses.
3
SN EF Maverick, LLC and Mesquite Comanche Holdings, LLC
Notes to Statements of Revenues and Direct Operating Expenses
Note 1. Background Information
On May 2, 2023, Mesquite Energy, Inc. (“Mesquite” or the “Company”), through its wholly-owned subsidiaries SN EF Maverick, LLC (“SN Maverick”) and Mesquite Comanche Holdings, LLC (“MCOM,” and together with SN Maverick, the “Seller”) signed a Purchase and Sale Agreement to sell approximately 74,600 net Eagle Ford and/or Pearsall Shale acres and certain producing properties, located in Dimmit, La Salle, Maverick, Webb and Zavala Counties, Texas (the “Comanche Assets”) to Javelin EF L.P. (“Javelin”) with an effective date of March 1, 2023. The transaction closed on July 3, 2023 with an adjusted purchase price of $603.4 million, subject to post-closing adjustments.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying Statements of Revenues and Direct Operating Expenses (the “Statements”) include revenues from the sale of oil, natural gas and natural gas liquids (“NGLs”) and direct operating expenses. Revenues and direct operating expenses included in the Statements represent the Seller’s interest in the Comanche Assets and are presented on an accrual basis of accounting. During the periods presented, the Comanche Assets were not accounted for or operated as a separate division or entity by the Company. Accordingly, complete financial statements under accounting principles generally accepted in the United States of America (“U.S. GAAP”) are not available or practicable to produce for the Comanche Assets. The Statements are not intended to be a complete presentation of the results of operations of the Comanche Assets and may not be representative of future operations, as they do not include indirect general and administrative expenses; interest expense; depreciation, depletion and amortization; provision for income taxes; and certain other revenues and expenses, such as capital expenditures, not directly associated with revenues from the sale of oil, natural gas and NGLs.
Use of Estimates
U.S. GAAP requires management to make estimates and assumptions based on judgment that affect the amounts reported in the Statements. Actual results may differ from those estimates for a variety of reasons.
Revenues
Revenue from the sale of oil, natural gas and NGLs is recognized in the period that the performance obligations are satisfied in accordance with ASC 606, “Revenue Recognition.” These performance obligations are primarily comprised of the delivery of oil, natural gas or NGLs at specified delivery points. Each barrel of oil, MMBtu of natural gas or other unit of measure is separately identifiable and represents a distinct performance obligation to which the transaction price is allocated. Performance obligations are satisfied at a point in time once control of the product has been transferred to the customer through monthly delivery of oil, natural gas and NGLs.
Direct Operating Expenses
Direct operating expenses are recognized when incurred and include lease operating and workover expenses, marketing and transportation expenses, and production and ad valorem taxes.
Note 3 – Commitments and Contingencies
The Company and SN Maverick enter into various contractual agreements, primarily for a field office, vehicles, compressors and midstream gathering and processing facilities to support our operations. Minimum future payments, including imputed interest, for these agreements related to the Comanche Assets totaled $1.0 million as of December 31, 2022, of which $921 thousand was expected to be paid in 2023, $74 thousand in 2024, and $5 thousand in 2025.
4
As is common in our industry, the Company is party to certain agreements, including certain oil and natural gas gathering and transportation and natural gas processing agreements, that imposed certain obligations to deliver a specified volume of production over a defined time horizon. If not fulfilled, these agreements subjected the Company to deficiency payments to our midstream counterparties. As of December 31, 2022, the Company had approximately $253.7 million in aggregate future commitments related to oil and natural gas gathering and transportation agreements for the Comanche Assets ($111.3 million for 2023 through 2025, $65.7 million from 2026 through 2028, and $76.7 million under commitments expiring after December 31, 2028) and approximately $2.8 million in future commitments related to natural gas processing agreements for the Comanche Assets, all expiring by the end of 2023.
In the normal course of business, the Company is party to various disputes and/or litigation matters. The Company does not believe that a negative outcome on any such dispute and/or litigation matter is probable or reasonably estimable.
Note 4 - Subsequent Events
The Seller has evaluated subsequent events through August 30, 2023, the date the Statements were available to be issued, and concluded that no subsequent events need to be reported for this period.
Note 5 – Supplemental Oil and Natural Gas Disclosures (Unaudited)
Oil and Natural Gas Reserve Information (Unaudited)
The unaudited supplemental information on oil and natural gas exploration and production activities related to the Comanche Assets for 2022 has been prepared in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 932, Extractive Activities—Oil and Gas and the Securities and Exchange Commission’s final rule, Modernization of Oil and Gas Reporting based on the 12-month unweighted first-day-of-the-month average prices as of December 31, 2022, with appropriate adjustments by property for location, quality, and gathering and marketing differentials.
Proved reserves are estimated quantities of oil and natural gas which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed reserves are those which are expected to be recovered through existing wells with existing equipment and operating methods.
Below are the net quantities of estimated total proved, proved developed and proved undeveloped reserves of the Comanche Assets. An analysis of the change in estimated quantities of reserves, all of which are located within the United States, is presented below:
| Natural Gas | Natural Gas | |||||||||||||||
| Oil (MBbls) | Liquids (MBbls) | (MMcf) | Total (MBoe) | |||||||||||||
| Net proved reserves at December 31, 2021 |
32,162 | 29,361 | 174,155 | 90,549 | ||||||||||||
| Revisions of previous estimates |
2,297 | 848 | 19,544 | 6,403 | ||||||||||||
| Extensions and discoveries |
889 | 333 | 2,134 | 1,578 | ||||||||||||
| Production |
(2,877 | ) | (2,365 | ) | (15,208 | ) | (7,776 | ) | ||||||||
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| Net proved reserves at December 31, 2022 |
32,471 | 28,177 | 180,625 | 90,752 | ||||||||||||
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| Net Proved Developed Reserves |
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| December 31, 2021 |
23,152 | 23,213 | 137,758 | 69,325 | ||||||||||||
| December 31, 2022 |
23,237 | 22,811 | 146,228 | 70,419 | ||||||||||||
| Net Proved Undeveloped Reserves |
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| December 31, 2021 |
9,010 | 6,148 | 36,397 | 21,224 | ||||||||||||
| December 31, 2022 |
9,234 | 5,366 | 34,397 | 20,333 | ||||||||||||
5
Standardized Measure of Discounted Future Net Cash Flows (Unaudited)
The standardized measure of discounted future net cash flows related to proved reserves (“Standardized Measure”) is a disclosure requirement under Accounting Standards Codification 932-325. The Standardized Measure does not purport to be, nor should it be interpreted to present, the fair value of the proved reserves of the Comanche Assets. An estimate of fair value would also take into account, among other things, the recovery of reserves not presently classified as proved, the value of unproved properties, and consideration of expected future economic and operating conditions. Significant changes in estimated reserves volumes or commodity prices could have a material effect on the results of operations of the Comanche Assets. The estimates of future cash flows are based on the 12-month unweighted first-day-of-the-month average prices as follows:
| Natural Gas | Natural Gas | |||||||||||
| Oil (MBbls) | Liquids (MBbls) | (MMcf) | ||||||||||
| December 31, 2021 |
$ | 66.56 | $ | 43.80 | $ | 3.598 | ||||||
| December 31, 2022 |
$ | 93.67 | $ | 47.88 | $ | 6.358 | ||||||
Estimated future net cash flows for all periods presented are reduced by estimated future development, production and abandonment and dismantlement costs based on existing costs, assuming continuation of existing economic conditions. The estimated future net cash flows are then discounted at a rate of 10%. No deduction has been made for general and administrative expenses, interest expense, depreciation, depletion and amortization or federal or state income taxes.
The Standardized Measure of the Comanche Assets is presented below:
| Year Ended | ||||
| (In thousands) | December 31, 2022 | |||
| Future cash inflows |
$ | 5,278,786 | ||
| Future production costs |
(2,360,128 | ) | ||
| Future development costs |
(312,143 | ) | ||
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| Future net cash flows (undiscounted) |
2,606,515 | |||
| 10% discount factor |
(1,446,203 | ) | ||
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| Standardized Measure |
$ | 1,160,312 | ||
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Changes in the Standardized Measure of the Comanche Assets are as follows:
| Year Ended | ||||
| (In thousands) | December 31, 2022 | |||
| Standardized Measure - beginning of year |
$ | 665,847 | ||
| Increase (decrease) in: |
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| Net change in sales and transfer prices, net of production costs |
614,033 | |||
| Revisions of quantity estimates |
99,449 | |||
| Extensions and discoveries and improved recovery, net of future costs |
24,501 | |||
| Sales and transfers, net of production costs |
(265,032 | ) | ||
| Changes in estimated future development costs |
(40,923 | ) | ||
| Accretion of discount |
67,000 | |||
| Changes in production rates, timing and other |
(4,563 | ) | ||
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| Standardized Measure - end of year |
$ | 1,160,312 | ||
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6
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On July 3, 2023, Javelin EF L.P. (the “Purchaser”), a subsidiary of Crescent Energy Company (“Crescent” or the “Company”), consummated the acquisition contemplated by the Purchase and Sale Agreement (the “Western Eagle Ford Acquisition Agreement”), dated as of May 2, 2023, with Mesquite Comanche Holdings, LLC (“Comanche Holdings”) and SN EF Maverick, LLC (“SN EF Maverick,” and together with Comanche Holdings, the “Seller”), pursuant to which the Purchaser acquired from the Seller certain interests in oil and gas properties, rights and related assets in the Western Eagle Ford basin (the “July Western Eagle Ford Assets”) for aggregate cash consideration of $603.4 million (the “July Western Eagle Ford Acquisition”). The cash purchase price was funded by borrowings under the Revolving Credit Facility in the amount of $543.4 million (the “Acquisition Borrowings”), which represented the purchase price, after purchase price adjustments less a $60.0 million deposit funded by borrowings under the Revolving Credit Facility made at signing on May 2, 2023 (the “Acquisition Deposit”).
The unaudited pro forma condensed combined statements of operations (the “pro forma statements of operations”) have been prepared from the historical consolidated financial statements of Crescent for the six months ended June 30, 2023 and for the year ended December 31, 2022 and the statements of revenues and direct operating expenses of the July Western Eagle Ford Assets for the six months ended June 30, 2023 and for the year ended December 31, 2022, adjusted to give effect to the July Western Eagle Ford Acquisition as if it had been consummated on January 1, 2022. The unaudited pro forma condensed combined balance sheet (the “pro forma balance sheet”) has been prepared from the historical consolidated balance sheet of Crescent as of June 30, 2023, adjusted to give effect to the July Western Eagle Ford Acquisition as if it had been consummated on June 30, 2023.
The following unaudited pro forma condensed combined financial statements (the “pro forma financial statements”) are based on, and should be read in conjunction with:
| • | the historical unaudited consolidated financial statements of Crescent as of June 30, 2023 and for the three and six months ended June 30, 2023 included in the Company’s Quarterly Report on Form 10-Q and the historical audited combined and consolidated financial statements of Crescent for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K and |
| • | the statements of revenues and direct operating expenses of the July Western Eagle Ford Assets for the six months ended June 30, 2023 and for the year ended December 31, 2022 included as Exhibit 99.1 elsewhere in this Current Report on Form 8-K/A. |
The pro forma financial statements were derived by making certain transaction accounting adjustments to the historical financial statements noted above. The adjustments are based on currently available information and certain estimates and assumptions. Therefore, the actual impact of the July Western Eagle Ford 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 July Western Eagle Ford 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.
As of the date of this filing, the Company has not completed the detailed valuation study necessary to arrive at the required final estimates of the fair value of the assets acquired and the liabilities assumed and the related purchase price allocations. A final determination of the fair value of the July Western Eagle Ford Assets will be completed as soon as practicable. The final purchase price allocation may be materially different than that reflected in the pro forma purchase price allocation presented herein.
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 Western Eagle Ford Acquisition Agreement had been entered into and the July Western Eagle Ford Acquisition had taken place on the assumed dates. The pro forma financial statements do not reflect future events that may occur after the consummation of the July Western Eagle Ford 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 financial position or future results of the Company.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 30, 2023
(in thousands, except per share data)
| Crescent (Historical) |
Transaction Adjustments |
Crescent Pro Forma Combined |
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| ASSETS |
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| Current assets: |
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| Cash and cash equivalents |
$ | 2,253 | $ | — | $ | 2,253 | ||||||||
| Restricted cash |
68,500 | (60,000 | ) | (a) | 8,500 | |||||||||
| Accounts receivable, net |
437,058 | — | 437,058 | |||||||||||
| Accounts receivable – affiliates |
2,799 | — | 2,799 | |||||||||||
| Derivative assets - current |
19,584 | — | 19,584 | |||||||||||
| Drilling advances |
16,695 | — | 16,695 | |||||||||||
| Prepaid expenses |
37,430 | (600 | ) | (b) | 36,830 | |||||||||
| Other current assets |
12,617 | — | 12,617 | |||||||||||
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| Total current assets |
596,936 | (60,600 | ) | 536,336 | ||||||||||
| Property, plant and equipment: | ||||||||||||||
| Oil and natural gas properties at cost, successful efforts method |
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| Proved |
7,455,319 | 609,481 | (c) | 8,064,800 | ||||||||||
| Unproved |
279,218 | 22,852 | (c) | 302,070 | ||||||||||
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| Oil and natural gas properties at cost, successful efforts method |
7,734,537 | 632,333 | 8,366,870 | |||||||||||
| Field and other property and equipment, at cost |
194,518 | — | 194,518 | |||||||||||
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| Total property, plant and equipment |
7,929,055 | 632,333 | 8,561,388 | |||||||||||
| Less: accumulated depreciation, depletion, amortization and impairment |
(2,445,989 | ) | — | (2,445,989 | ) | |||||||||
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| Property, plant and equipment, net |
5,483,066 | 632,333 | 6,115,399 | |||||||||||
| Derivative assets – noncurrent |
7,740 | — | 7,740 | |||||||||||
| Investment in equity affiliates |
12,718 | — | 12,718 | |||||||||||
| Other assets |
47,801 | — | 47,801 | |||||||||||
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| TOTAL ASSETS |
$ | 6,148,261 | $ | 571,733 | $ | 6,719,994 | ||||||||
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| LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY |
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| Current liabilities: | ||||||||||||||
| Accounts payable and accrued liabilities |
$ | 508,069 | $ | 4,600 | (d) | $ | 512,669 | |||||||
| Accounts payable – affiliates |
28,851 | — | 28,851 | |||||||||||
| Derivative liabilities – current |
107,386 | — | 107,386 | |||||||||||
| Financing lease obligations – current |
3,933 | — | 3,933 | |||||||||||
| Other current liabilities |
24,193 | 4,600 | (e) | 29,393 | ||||||||||
| 600 | (f) | |||||||||||||
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| Total current liabilities |
672,432 | 9,800 | 682,232 | |||||||||||
| Long-term debt |
1,331,555 | 543,435 | (g) | 1,874,990 | ||||||||||
| Derivative liabilities – noncurrent |
7,090 | — | 7,090 | |||||||||||
| Asset retirement obligations |
360,058 | 16,598 | (f) | 376,656 | ||||||||||
| Deferred tax liability |
241,214 | 241,214 | ||||||||||||
| Financing lease obligations – noncurrent |
7,642 | — | 7,642 | |||||||||||
| Other liabilities |
10,849 | 1,900 | (e) | 12,749 | ||||||||||
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| Total liabilities |
2,630,840 | 571,733 | 3,202,573 | |||||||||||
| Commitments and contingencies | ||||||||||||||
| Redeemable noncontrolling interests |
2,039,063 | — | 2,039,063 | |||||||||||
| Equity: | ||||||||||||||
| Class A common stock, $0.0001 par value; 1,000,000,000 shares authorized, 77,030,353 shares issued and 75,958,800 shares outstanding |
8 | — | 8 | |||||||||||
| Class B common stock, $0.0001 par value; 500,000,000 shares authorized, 91,048,124 shares issued and outstanding |
9 | — | 9 | |||||||||||
| Preferred stock, $0.0001 par value; 500,000,000 shares authorized and 1,000 Series I preferred shares issued and outstanding |
— | — | — | |||||||||||
| Treasury stock, at cost; 1,071,553 shares of Class A common stock |
(17,143 | ) | — | (17,143 | ) | |||||||||
| Additional paid-in capital |
1,362,118 | — | 1,362,118 | |||||||||||
| Retained earnings |
112,891 | 112,891 | ||||||||||||
| Noncontrolling interests |
20,475 | — | 20,475 | |||||||||||
| Member’s equity |
— | — | — | |||||||||||
|
|
|
|
|
|
|
|||||||||
| Total equity |
1,478,358 | — | 1,478,358 | |||||||||||
|
|
|
|
|
|
|
|||||||||
| TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY |
$ | 6,148,261 | $ | 571,733 | $ | 6,719,994 | ||||||||
|
|
|
|
|
|
|
|||||||||
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Six Months Ended June 30, 2023
(in thousands, except per share data)
| Crescent (Historical) |
July Western Eagle Ford Assets (Historical) |
Transaction Adjustments |
Crescent Pro Forma Combined |
|||||||||||||||||||||
| Revenues: |
||||||||||||||||||||||||
| Oil |
$ | 765,584 | $ | 109,588 | $ | — | $ | 875,172 | ||||||||||||||||
| Natural gas |
214,075 | 17,225 | — | 231,300 | ||||||||||||||||||||
| Natural gas liquids |
76,374 | 23,144 | — | 99,518 | ||||||||||||||||||||
| Midstream and other |
26,443 | — | (6,717 | ) | (a) | 19,726 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total revenues |
1,082,476 | 149,957 | (6,717 | ) | 1,225,716 | |||||||||||||||||||
| Expenses: |
||||||||||||||||||||||||
| Lease operating expense |
244,005 | 28,654 | — | 272,659 | ||||||||||||||||||||
| Workover expense |
31,254 | — | — | 31,254 | ||||||||||||||||||||
| Asset operating expense |
38,090 | — | — | 38,090 | ||||||||||||||||||||
| Gathering, transportation and marketing |
98,928 | 52,540 | (6,717 | ) | (a) | 144,751 | ||||||||||||||||||
| Production and other taxes |
79,748 | 8,390 | — | 88,138 | ||||||||||||||||||||
| Depreciation, depletion and amortization |
306,387 | — | 23,536 | (b) | 329,923 | |||||||||||||||||||
| Exploration expense |
1,541 | — | — | 1,541 | ||||||||||||||||||||
| Midstream operating expense |
5,514 | — | — | 5,514 | ||||||||||||||||||||
| General and administrative expense |
62,404 | — | — | 62,404 | ||||||||||||||||||||
| Gain on sale of assets |
— | — | — | — | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total expenses |
867,871 | 89,584 | 16,819 | 974,274 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Other income (expense): |
||||||||||||||||||||||||
| Gain (loss) on derivatives |
183,897 | — | — | 183,897 | ||||||||||||||||||||
| Interest expense |
(60,448 | ) | — | (21,161 | ) | (c | ) | (81,609 | ) | |||||||||||||||
| Other income (expense) |
289 | — | — | 289 | ||||||||||||||||||||
| Income from equity affiliates |
280 | — | — | 280 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total other income (expense) |
124,018 | — | (21,161 | ) | 102,857 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Income before taxes |
338,623 | 60,373 | (44,697 | ) | 354,299 | |||||||||||||||||||
| Income tax expense |
(25,538 | ) | — | (1,023 | ) | (d) | (26,561 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Net income |
313,085 | 60,373 | (45,720 | ) | 327,738 | |||||||||||||||||||
| Less: net income attributable to noncontrolling interests |
(405 | ) | — | — | (405 | ) | ||||||||||||||||||
| Less: net income attributable to redeemable noncontrolling interests |
(247,735 | ) | — | (11,125 | ) | (e) | (258,860 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Net income attributable to Crescent Energy |
$ | 64,945 | $ | 60,373 | $ | (56,845 | ) | $ | 68,473 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Net income per share: |
||||||||||||||||||||||||
| Class A common stock – basic |
$ | 1.34 | $ | 1.41 | (f) | |||||||||||||||||||
| Class A common stock – diluted |
$ | 1.34 | $ | 1.41 | (f) | |||||||||||||||||||
| Class B common stock – basic and diluted |
$ | — | $ | — | ||||||||||||||||||||
| Weighted average common shares outstanding: |
||||||||||||||||||||||||
| Class A common stock – basic |
48,475 | 48,475 | ||||||||||||||||||||||
| Class A common stock – diluted |
48,842 | 48,842 | ||||||||||||||||||||||
| Class B common stock – basic and diluted |
118,493 | 118,493 | ||||||||||||||||||||||
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2022
(in thousands, except per share data)
| Crescent (Historical) |
July Western Eagle Ford Assets (Historical) |
Transaction Adjustments |
Crescent Pro Forma Combined |
|||||||||||||||||||||
| Revenues: |
||||||||||||||||||||||||
| Oil |
$ | 1,969,070 | $ | 273,827 | $ | — | $ | 2,242,897 | ||||||||||||||||
| Natural gas |
766,962 | 98,765 | — | 865,727 | ||||||||||||||||||||
| Natural gas liquids |
268,192 | 80,964 | — | 349,156 | ||||||||||||||||||||
| Midstream and other |
52,841 | — | (14,426 | ) | (a | ) | 38,415 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total revenues |
3,057,065 | 453,556 | (14,426 | ) | 3,496,195 | |||||||||||||||||||
| Expenses: |
||||||||||||||||||||||||
| Lease operating expense |
438,753 | 46,411 | — | 485,164 | ||||||||||||||||||||
| Workover expense |
66,864 | — | — | 66,864 | ||||||||||||||||||||
| Asset operating expense |
78,709 | — | — | 78,709 | ||||||||||||||||||||
| Gathering, transportation and marketing |
177,078 | 117,566 | (14,426 | ) | (a | ) | 280,218 | |||||||||||||||||
| Production and other taxes |
238,381 | 24,547 | — | 262,928 | ||||||||||||||||||||
| Depreciation, depletion and amortization |
532,926 | — | 48,105 | (b | ) | 581,031 | ||||||||||||||||||
| Impairment expense |
142,902 | — | — | 142,902 | ||||||||||||||||||||
| Exploration expense |
3,425 | — | — | 3,425 | ||||||||||||||||||||
| Midstream operating expense |
13,513 | — | — | 13,513 | ||||||||||||||||||||
| General and administrative expense |
84,990 | — | — | 84,990 | ||||||||||||||||||||
| Gain on sale of assets |
(4,641 | ) | — | — | (4,641 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total expenses |
1,772,900 | 188,524 | 33,679 | 1,995,103 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Other income (expense): |
||||||||||||||||||||||||
| Gain (loss) on derivatives |
(676,902 | ) | — | — | (676,902 | ) | ||||||||||||||||||
| Interest expense |
(95,937 | ) | — | (27,844 | ) | (c | ) | (123,781 | ) | |||||||||||||||
| Other income (expense) |
949 | — | — | 949 | ||||||||||||||||||||
| Income from equity affiliates |
4,616 | — | — | 4,616 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total other income (expense) |
(767,274 | ) | — | (27,844 | ) | (795,118 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Income before taxes |
516,891 | 265,032 | (75,949 | ) | 705,974 | |||||||||||||||||||
| Income tax expense |
(36,291 | ) | — | (12,132 | ) | (d | ) | (48,423 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Net income | 480,600 | 265,032 | (88,081 | ) | 657,551 | |||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| Less: net income attributable to noncontrolling interests |
(2,669 | ) | — | — | (2,669 | ) | ||||||||||||||||||
| Less: net income attributable to redeemable noncontrolling interests |
(381,257 | ) | — | (139,924 | ) | (e | ) | (521,181 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Net income attributable to Crescent Energy | $ | 96,674 | $ | 265,032 | $ | (228,005 | ) | $ | 133,701 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Net income per share: |
||||||||||||||||||||||||
| Class A - basic |
$ | 2.20 | $ | 3.05 | (f | ) | ||||||||||||||||||
| Class A - diluted |
$ | 2.20 | $ | 3.05 | (f | ) | ||||||||||||||||||
| Class B - basic and diluted |
$ | — | $ | — | ||||||||||||||||||||
| Weighted average common shares outstanding: |
||||||||||||||||||||||||
| Class A - basic |
43,865 | 43,865 | ||||||||||||||||||||||
| Class A - diluted |
44,112 | 44,112 | ||||||||||||||||||||||
| Class B - basic and diluted |
124,857 | 124,857 | ||||||||||||||||||||||
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 the statements of revenues and direct operating expenses for the July Western Eagle Ford Assets. The pro forma statements of operations for the six months ended June 30, 2023 and for the year ended December 31, 2022 give effect to the July Western Eagle Ford Acquisition as if it occurred on January 1, 2022. The pro forma balance sheet as of June 30, 2023 gives effect to the July Western Eagle Ford Acquisition as if it occurred on June 30, 2023.
The statements of revenues and direct operating expenses for the July Western Eagle Ford 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 July Western Eagle Ford Assets or about our current and future results as the owner of the July Western Eagle Ford 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 and certain overhead recoveries allowed for under our joint operating agreements.
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 management’s opinion, all adjustments known to date that are necessary to fairly present the pro forma information have been made. The pro forma financial statements do not purport to represent what the combined entity’s results of operations would have been if the July Western Eagle Ford Acquisition had actually occurred on the dates indicated above, nor are they indicative of Crescent’s future results of operations.
These pro forma financial statements should be read in conjunction with Crescent’s historical financial statements for the three and six months ended June 30, 2023 and for the year ended December 31, 2022 included in the Company’s Quarterly Report on Form 10-Q and Annual Report on Form 10-K, respectively.
NOTE 2 – Preliminary acquisition accounting
In July 2023, we consummated the acquisition contemplated by the Western Eagle Ford Acquisition Agreement, pursuant to which we acquired the July Western Eagle Ford Assets for aggregate consideration of $604.0 million, including capitalized transaction costs. The Acquisition Borrowings were funded using Crescent’s Revolving Credit Facility. The July Western Eagle Ford Acquisition was accounted for as an asset acquisition. The preliminary allocation of the purchase price for the July Western Eagle Ford Acquisition is based upon management’s estimates and assumptions related to the fair value of the assets acquired and liabilities assumed as of June 30, 2023 using currently available information. Because the pro forma financial statements have been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on the Company’s financial position and results of operations may differ significantly from the pro forma amounts included herein. The preliminary pro forma purchase price allocation is as follows:
| (in thousands) | July Western Eagle Ford Acquisition |
|||
| Cash consideration paid |
$ | 603,435 | ||
| Transaction costs incurred |
600 | |||
|
|
|
|||
| Purchase consideration |
$ | 604,035 | ||
|
|
|
|||
| Assets acquired and liabilities assumed: |
||||
| Oil and natural gas properties - proved |
$ | 609,481 | ||
| Oil and natural gas properties - unproved |
22,852 | |||
| Accrued liabilities |
(4,600 | ) | ||
| Minimum volume commitments |
(6,500 | ) | ||
| Asset retirement obligations |
(17,198 | ) | ||
|
|
|
|||
| Fair value of net assets acquired |
$ | 604,035 | ||
|
|
|
|||
NOTE 3 – Adjustments to the pro forma financial statements
The pro forma financial statements have been prepared to illustrate the effect of the July Western Eagle Ford 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 replaced the previous 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.
Pro forma balance sheet adjustments
The adjustments included in the pro forma balance sheet as of June 30, 2023 are as follows:
| (a) | Reflects the application of the Acquisition Deposit towards the purchase price of the July Western Eagle Ford Assets. |
| (b) | Reflects the elimination of transaction costs capitalized in prepaid expenses and reclassified to purchase consideration for the asset acquisition. |
| (c) | Reflects the purchase price allocation for $632.3 million of oil and natural gas properties acquired. |
| (d) | Reflects the purchase price allocation for $4.6 million of assumed liabilities related to the oil and natural gas properties acquired. |
| (e) | Reflects the fair value of the off-market component of acquired minimum volume commitments estimated to be $6.5 million. |
| (f) | Reflects the purchase price allocation for $17.2 million of asset retirement obligations assumed. |
| (g) | Reflects the Acquisition Borrowing under the Revolving Credit Facility for $543.4 million to fund the July Western Eagle Ford Acquisition. |
Pro forma statements of operations adjustments
The adjustments included in the pro forma statements of operations for the six months ended June 30, 2023 and for the year ended December 31, 2022 are as follows:
| (a) | Reflects the elimination of intercompany transactions for gathering, transportation and marketing between Crescent and the July Western Eagle Ford Assets. |
| (b) | Reflects the pro forma depletion expense calculated in accordance with the successful efforts method of accounting for oil and gas properties totaled $23.5 million and $48.1 million for the six months ended June 30, 2023 and for the year ended December 31, 2022, respectively. |
| (c) | Reflects the pro forma interest expense related to the Acquisition Borrowings of $21.2 million and $27.8 million for the six months ended June 30, 2023 and for the year ended December 31, 2022, respectively. |
| (d) | 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 6.5% and 6.4% for the six months ended June 30, 2023 and for the year ended December 31, 2022, respectively. The effective rate of the Company could be significantly different (either higher or lower) depending on a variety of factors. |
| (e) | Reflects the impact of the allocation of net income attributable to redeemable noncontrolling interests for the portion of Crescent Energy OpCo LLC not owned by Crescent. |
| (f) | Reflects the impact of the allocation of net income attributable to Crescent on the computation of basic and diluted net income (loss) per share. |
Note that the above adjustments do not include amounts for certain overhead recoveries associated with the joint operating agreements that we expect to collect as operator of the July Western Eagle Ford Assets.
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, 2022 for our consolidated operations, along with a summary of changes in quantities of net remaining proved reserves for the year ended December 31, 2022 for our consolidated operations. Immaterial amounts for proved developed oil, natural gas, and NGL reserves of our equity affiliates totaling 3,665 MBoe as of December 31, 2021 have been omitted from presentation below. Our equity affiliates had no proved oil, natural gas, and NGL reserves as of December 31, 2022. 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 pro forma oil and natural gas reserves information is not necessarily indicative of the results that might have occurred had the July Western Eagle Ford Acquisition been completed on January 1, 2022 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 Company’s Annual Report on Form 10-K.
| Oil and Condensate (MBbls) | ||||||||||||
| Crescent (Historical) |
July Western Eagle Ford Assets (Historical) |
Crescent Pro Forma Combined |
||||||||||
| Proved Developed and Undeveloped Reserves as of: |
||||||||||||
| December 31, 2021 |
210,160 | 32,162 | 242,322 | |||||||||
| Revisions of previous estimates |
(18,859 | ) | 2,297 | (16,562 | ) | |||||||
| Extensions, discoveries, and other additions |
37,208 | 889 | 38,097 | |||||||||
| Sales of reserves in place |
(6,006 | ) | — | (6,006 | ) | |||||||
| Purchases of reserves in place |
42,444 | — | 42,444 | |||||||||
| Production |
(21,865 | ) | (2,877 | ) | (24,742 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| December 31, 2022 |
243,082 | 32,471 | 275,553 | |||||||||
|
|
|
|
|
|
|
|||||||
| Proved Developed Reserves as of: | ||||||||||||
| December 31, 2021 |
158,091 | 23,152 | 181,243 | |||||||||
| December 31, 2022 |
160,113 | 23,237 | 183,350 | |||||||||
| Proved Undeveloped Reserves as of: |
||||||||||||
| December 31, 2021 |
52,069 | 9,010 | 61,079 | |||||||||
| December 31, 2022 |
82,969 | 9,234 | 92,203 | |||||||||
| Natural Gas (MMcf) | ||||||||||||
| Crescent (Historical) |
July Western Eagle Ford Assets (Historical) |
Crescent Pro Forma Combined |
||||||||||
| Proved Developed and Undeveloped Reserves as of: |
||||||||||||
| December 31, 2021 |
1,469,953 | 174,155 | 1,644,108 | |||||||||
| Revisions of previous estimates |
(14,815 | ) | 19,544 | 4,729 | ||||||||
| Extensions, discoveries, and other additions |
60,312 | 2,134 | 62,446 | |||||||||
| Sales of reserves in place |
(19,365 | ) | — | (19,365 | ) | |||||||
| Purchases of reserves in place |
138,920 | — | 138,920 | |||||||||
| Production |
(128,470 | ) | (15,208 | ) | (143,678 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| December 31, 2022 |
1,506,535 | 180,625 | 1,687,160 | |||||||||
|
|
|
|
|
|
|
|||||||
| Proved Developed Reserves as of: |
||||||||||||
| December 31, 2021 |
1,404,570 | 137,758 | 1,542,328 | |||||||||
| December 31, 2022 |
1,398,770 | 146,228 | 1,544,998 | |||||||||
| Proved Undeveloped Reserves as of: |
||||||||||||
| December 31, 2021 |
65,383 | 36,397 | 101,780 | |||||||||
| December 31, 2022 |
107,765 | 34,397 | 142,162 | |||||||||
| NGLs (MBbls) | ||||||||||||
| Crescent (Historical) |
July Western Eagle Ford Assets (Historical) |
Crescent Pro Forma Combined |
||||||||||
| Proved Developed and Undeveloped Reserves as of: |
||||||||||||
| December 31, 2021 |
76,493 | 29,361 | 105,854 | |||||||||
| Revisions of previous estimates |
4,167 | 848 | 5,015 | |||||||||
| Extensions, discoveries, and other additions |
7,751 | 333 | 8,084 | |||||||||
| Sales of reserves in place |
(2,680 | ) | — | (2,680 | ) | |||||||
| Production |
(7,110 | ) | (2,365 | ) | (9,475 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| December 31, 2022 |
78,621 | 28,177 | 106,798 | |||||||||
|
|
|
|
|
|
|
|||||||
| Proved Developed Reserves as of: |
||||||||||||
| December 31, 2021 |
66,402 | 23,213 | 89,615 | |||||||||
| December 31, 2022 |
66,803 | 22,811 | 89,614 | |||||||||
| Proved Undeveloped Reserves as of: |
||||||||||||
| December 31, 2021 |
10,091 | 6,148 | 16,239 | |||||||||
| December 31, 2022 |
11,818 | 5,366 | 17,184 | |||||||||
| Total (MBoe) | ||||||||||||
| Crescent (Historical) |
July Western Eagle Ford Assets (Historical) |
Crescent Pro Forma Combined |
||||||||||
| Proved Developed and Undeveloped Reserves as of: |
||||||||||||
| December 31, 2021 |
531,645 | 90,549 | 622,194 | |||||||||
| Revisions of previous estimates |
(17,158 | ) | 6,401 | (10,757 | ) | |||||||
| Extensions, discoveries, and other additions |
55,011 | 1,578 | 56,589 | |||||||||
| Sales of reserves in place |
(11,915 | ) | — | (11,915 | ) | |||||||
| Purchases of reserves in place |
65,597 | — | 65,597 | |||||||||
| Production |
(50,387 | ) | (7,776 | ) | (58,163 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| December 31, 2022 |
572,793 | 90,752 | 663,545 | |||||||||
|
|
|
|
|
|
|
|||||||
| Proved Developed Reserves as of: |
||||||||||||
| December 31, 2021 |
458,588 | 69,325 | 527,913 | |||||||||
| December 31, 2022 |
460,046 | 70,419 | 530,465 | |||||||||
| Proved Undeveloped Reserves as of: |
||||||||||||
| December 31, 2021 |
73,057 | 21,224 | 94,281 | |||||||||
| December 31, 2022 |
112,747 | 20,333 | 133,080 | |||||||||
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, 2022. The pro forma standardized measure information set forth below gives effect to the July Western Eagle Ford Acquisition as if it had been completed on January 1, 2022. Transaction Adjustments reflect adjustments related to the tax effects resulting from the July Western Eagle Ford Acquisition. An explanation of the underlying methodology applied, as required by SEC regulations, can be found within the historical financial statements included in the Company’s Annual Report on Form 10-K. The calculations assume the continuation of existing economic, operating and contractual conditions at December 31, 2022.
The pro forma standardized measure is not necessarily indicative of the results that might have occurred had the July Western Eagle Ford Acquisition been completed on January 1, 2022 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 Company’s 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, 2022 is as follows:
| (in thousands) | ||||||||||||||||
| Crescent (Historical) |
July Western Eagle Ford Assets (Historical) |
Transaction Adjustments |
Crescent Pro Forma Combined |
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| Future cash inflows |
$ | 33,628,495 | $ | 5,278,786 | $ | — | $ | 38,907,281 | ||||||||
| Future production costs |
(14,077,136 | ) | (2,360,128 | ) | — | (16,437,264 | ) | |||||||||
| Future development costs (1) |
(2,380,931 | ) | (312,143 | ) | — | (2,693,074 | ) | |||||||||
| Future income taxes |
(773,479 | ) | — | (122,955 | ) | (896,434 | ) | |||||||||
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| Future net cash flows |
16,396,949 | 2,606,515 | (122,955 | ) | 18,880,509 | |||||||||||
| Annual discount of 10% for estimated timing |
(7,262,283 | ) | (1,446,203 | ) | 68,221 | (8,640,265 | ) | |||||||||
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| Standardized measure of discounted future net cash flows as of December 31, 2022 |
$ | 9,134,666 | $ | 1,160,312 | $ | (54,734 | ) | $ | 10,240,244 | |||||||
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| (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, 2022 are as follows:
| (in thousands) | ||||||||||||||||
| Crescent (Historical) |
July Western Eagle Ford Assets (Historical) |
Transaction Adjustments |
Crescent Pro Forma Combined |
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| Balance at December 31, 2021 |
$ | 4,958,300 | $ | 665,847 | $ | (31,409 | ) | $ | 5,592,738 | |||||||
| Net change in prices and production costs |
4,156,736 | 614,033 | — | 4,770,769 | ||||||||||||
| Net change in future development costs |
(132,213 | ) | (40,923 | ) | — | (173,136 | ) | |||||||||
| Sales and transfers of oil and natural gas produced, net of production expenses |
(2,083,147 | ) | (265,032 | ) | — | (2,348,179 | ) | |||||||||
| Extensions, discoveries, additions and improved recovery, net of related costs |
1,105,549 | 24,501 | — | 1,130,050 | ||||||||||||
| Purchases of reserves in place |
1,333,452 | — | — | 1,333,452 | ||||||||||||
| Sales of reserves in place |
(118,253 | ) | — | — | (118,253 | ) | ||||||||||
| Revisions of previous quantity estimates |
(952,958 | ) | 99,449 | — | (853,509 | ) | ||||||||||
| Previously estimated development costs incurred |
488,934 | — | — | 488,934 | ||||||||||||
| Net change in taxes |
(251,714 | ) | — | (20,184 | ) | (271,898 | ) | |||||||||
| Accretion of discount |
575,440 | 67,000 | (3,141 | ) | 639,299 | |||||||||||
| Changes in timing and other |
54,540 | (4,563 | ) | — | 49,977 | |||||||||||
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| Balance at December 31, 2022 |
$ | 9,134,666 | $ | 1,160,312 | $ | (54,734 | ) | $ | 10,240,244 | |||||||
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