Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-41132 | |
Entity Registrant Name | Crescent Energy Company | |
Entity Incorporation, State or Country Code | DE | |
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 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 | |
Trading Symbol | CRGY | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001866175 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Class A | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 48,282,163 | |
Class B | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 118,645,323 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 22,478 | $ 128,578 |
Accounts receivable, net | 518,531 | 321,855 |
Accounts receivable – affiliates | 1,532 | 20,341 |
Derivative assets - current | 7,120 | 0 |
Drilling advances | 10,220 | 200 |
Prepaid and other current assets | 20,595 | 8,644 |
Total current assets | 580,476 | 479,618 |
Oil and natural gas properties at cost, successful efforts method | ||
Proved | 7,299,737 | 6,043,602 |
Unproved | 331,294 | 308,721 |
Oil and natural gas properties at cost, successful efforts method | 7,631,031 | 6,352,323 |
Field and other property and equipment, at cost | 177,181 | 144,318 |
Total property, plant and equipment | 7,808,212 | 6,496,641 |
Less: accumulated depreciation, depletion, amortization and impairment | (2,300,795) | (1,941,528) |
Property, plant and equipment, net | 5,507,417 | 4,555,113 |
Goodwill | 76,826 | 76,564 |
Derivative assets – noncurrent | 0 | 579 |
Investment in equity affiliates | 14,509 | 15,415 |
Other assets | 50,366 | 30,173 |
TOTAL ASSETS | 6,229,594 | 5,157,462 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 596,115 | 337,881 |
Accounts payable – affiliates | 39,962 | 8,675 |
Derivative liabilities – current | 384,038 | 253,525 |
Financing lease obligations – current | 2,446 | 1,606 |
Other current liabilities | 17,324 | 14,438 |
Total current liabilities | 1,039,885 | 616,125 |
Long-term debt | 1,372,334 | 1,030,406 |
Derivative liabilities – noncurrent | 89,343 | 133,471 |
Asset retirement obligations | 290,122 | 258,102 |
Deferred tax liability | 141,643 | 82,537 |
Financing lease obligations – noncurrent | 5,032 | 3,512 |
Other liabilities | 22,253 | 13,652 |
Total liabilities | 2,960,612 | 2,137,805 |
Commitments and contingencies (Note 9) | ||
Redeemable noncontrolling interests | 2,419,993 | 2,325,013 |
Equity: | ||
Preferred stock, $0.0001 par value; 500,000,000 shares authorized and 1,000 Series I preferred shares issued and outstanding as of September 30, 2022 and December 31, 2021 | 0 | 0 |
Treasury stock, at cost; 1,150,991 shares of Class A common stock as of September 30, 2022 and December 31, 2021 | (18,448) | (18,448) |
Additional paid-in capital | 801,978 | 720,016 |
Retained earnings (accumulated deficit) | 61,375 | (19,376) |
Noncontrolling interests | 4,067 | 12,435 |
Total equity | 848,989 | 694,644 |
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | 6,229,594 | 5,157,462 |
Class A | ||
Equity: | ||
Common stock | 5 | 4 |
Class B | ||
Equity: | ||
Common stock | $ 12 | $ 13 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock authorized (in shares) | 500,000,000 | 500,000,000 |
Preferred stock issued (in shares) | 1,000 | 1,000 |
Preferred stock outstanding (in shares) | 1,000 | 1,000 |
Class A | ||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock issued (in shares) | 49,433,154 | 43,105,376 |
Common stock outstanding (in shares) | 48,282,163 | 41,954,385 |
Treasury stock (in shares) | 1,150,991 | 1,150,991 |
Class B | ||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock issued (in shares) | 118,645,323 | 127,536,463 |
Common stock outstanding (in shares) | 118,645,323 | 127,536,463 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues: | ||||
Total revenues | $ 864,957 | $ 365,728 | $ 2,372,301 | $ 1,013,718 |
Expenses: | ||||
Lease operating expense | 121,554 | 58,338 | 322,752 | 175,966 |
Workover expense | 21,126 | 2,932 | 56,102 | 7,823 |
Asset operating expense | 20,791 | 10,810 | 54,653 | 24,306 |
Gathering, transportation and marketing | 44,757 | 44,634 | 131,271 | 136,056 |
Production and other taxes | 71,511 | 28,090 | 183,491 | 80,276 |
Depreciation, depletion and amortization | 145,008 | 73,025 | 375,600 | 233,122 |
Exploration expense | 1,909 | 754 | 3,848 | 833 |
Midstream operating expense | 3,550 | 2,518 | 9,972 | 8,848 |
General and administrative expense | 17,311 | 11,024 | 59,489 | 33,775 |
Gain on sale of assets | (127) | (1) | (5,114) | (9,418) |
Total expenses | 447,390 | 232,124 | 1,192,064 | 691,587 |
Income (loss) from operations | 417,567 | 133,604 | 1,180,237 | 322,131 |
Other income (expense): | ||||
Gain (loss) on derivatives | 205,130 | (282,222) | (645,565) | (885,032) |
Interest expense | (27,057) | (12,984) | (68,518) | (37,810) |
Other income (expense) | (2,670) | (48) | (4,472) | (54) |
Income from equity affiliates | 834 | 0 | 4,086 | 0 |
Total other income (expense) | 176,237 | (295,254) | (714,469) | (922,896) |
Income (loss) before taxes | 593,804 | (161,650) | 465,768 | (600,765) |
Income tax benefit (expense) | (38,455) | (393) | (34,528) | (407) |
Net income (loss) | 555,349 | (162,043) | 431,240 | (601,172) |
Less: net (income) loss attributable to Predecessor | 0 | 160,567 | 0 | 585,804 |
Less: net (income) loss attributable to noncontrolling interests | (904) | 1,476 | (2,087) | 15,368 |
Less: net (income) loss attributable to redeemable noncontrolling interests | (436,084) | 0 | (341,269) | 0 |
Net income (loss) attributable to Crescent Energy - basic | $ 118,361 | 0 | $ 87,884 | 0 |
Class A common stock | ||||
Net income (loss) per share: | ||||
Basic (in USD per share) | $ 2.74 | $ 2.07 | ||
Diluted (in USD per share) | $ 2.74 | $ 2.07 | ||
Weighted average shares outstanding: | ||||
Basic (in shares) | 43,196,791 | 42,376,668 | ||
Diluted (in shares) | 43,210,315 | 42,381,841 | ||
Class B common stock | ||||
Net income (loss) per share: | ||||
Basic (in USD per share) | $ 0 | $ 0 | ||
Diluted (in USD per share) | $ 0 | $ 0 | ||
Weighted average shares outstanding: | ||||
Basic (in shares) | 125,796,892 | 126,950,234 | ||
Diluted (in shares) | 125,796,892 | 126,950,234 | ||
Oil | ||||
Revenues: | ||||
Total revenues | $ 550,823 | 222,074 | $ 1,525,899 | 627,817 |
Natural gas | ||||
Revenues: | ||||
Total revenues | 235,830 | 86,779 | 586,318 | 230,271 |
Natural gas liquids | ||||
Revenues: | ||||
Total revenues | 64,810 | 47,322 | 219,853 | 121,613 |
Midstream and other | ||||
Revenues: | ||||
Total revenues | $ 13,494 | $ 9,553 | $ 40,231 | $ 34,017 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Class A | Class B | Members' Equity | Common Stock Class A | Common Stock Class B | Series I Preferred Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Noncontrolling Interest |
Members' equity at beginning of period (in shares) at Dec. 31, 2020 | 1,220,000 | ||||||||||
Members' equity at beginning of period at Dec. 31, 2020 | $ 2,893,160 | $ 2,716,892 | $ 176,268 | ||||||||
Common Stock, Beginning balance (in shares) at Dec. 31, 2020 | 0 | 0 | |||||||||
Preferred Stock, beginning balance (in shares) at Dec. 31, 2020 | 0 | ||||||||||
Treasury Stock, Beginning balance (in shares) at Dec. 31, 2020 | 0 | ||||||||||
Balance at beginning of period at Dec. 31, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | (166,268) | (155,629) | (10,639) | ||||||||
Contributions | 3,064 | 3,064 | |||||||||
Distributions | (9,737) | $ (9,448) | (289) | ||||||||
Equity-based compensation | 1,568 | 1,568 | |||||||||
Members' equity at end of period (in shares) at Mar. 31, 2021 | 1,220,000 | ||||||||||
Members' equity at end of period at Mar. 31, 2021 | 2,721,787 | $ 2,554,879 | 166,908 | ||||||||
Common Stock, Ending balance (in shares) at Mar. 31, 2021 | 0 | 0 | |||||||||
Balance at end of period at Mar. 31, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | |||||
Preferred Stock, ending balance (in shares) at Mar. 31, 2021 | 0 | ||||||||||
Treasury Stock, Ending balance (in shares) at Mar. 31, 2021 | 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | (272,861) | (269,608) | (3,253) | ||||||||
Contributions | 39,561 | 4,100 | 35,461 | ||||||||
Distributions | (13,750) | $ (13,761) | 11 | ||||||||
Noncontrolling Interest Carve-out | (121,872) | (121,872) | |||||||||
Equity-based compensation | 1,564 | 1,564 | |||||||||
April 2021 Exchange (in shares) | 10,000 | ||||||||||
April 2021 Exchange | 0 | $ 62,051 | (62,051) | ||||||||
Members' equity at end of period (in shares) at Jun. 30, 2021 | 1,230,000 | ||||||||||
Members' equity at end of period at Jun. 30, 2021 | 2,354,429 | $ 2,337,661 | 16,768 | ||||||||
Common Stock, Ending balance (in shares) at Jun. 30, 2021 | 0 | 0 | |||||||||
Balance at end of period at Jun. 30, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | |||||
Preferred Stock, ending balance (in shares) at Jun. 30, 2021 | 0 | ||||||||||
Treasury Stock, Ending balance (in shares) at Jun. 30, 2021 | 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | (162,043) | (160,567) | (1,476) | ||||||||
Distributions | (12,106) | $ (11,838) | (268) | ||||||||
Repurchase of noncontrolling interest | (1,414) | (1,414) | |||||||||
Equity-based compensation | 57 | 57 | |||||||||
Members' equity at end of period (in shares) at Sep. 30, 2021 | 1,230,000 | ||||||||||
Members' equity at end of period at Sep. 30, 2021 | $ 2,178,923 | $ 2,165,256 | 13,667 | ||||||||
Common Stock, Ending balance (in shares) at Sep. 30, 2021 | 0 | 0 | |||||||||
Balance at end of period at Sep. 30, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | |||||
Preferred Stock, ending balance (in shares) at Sep. 30, 2021 | 0 | ||||||||||
Treasury Stock, Ending balance (in shares) at Sep. 30, 2021 | 0 | ||||||||||
Members' equity at beginning of period (in shares) at Dec. 31, 2021 | 0 | ||||||||||
Members' equity at beginning of period at Dec. 31, 2021 | $ 0 | ||||||||||
Common Stock, Beginning balance (in shares) at Dec. 31, 2021 | 41,954,385 | 127,536,463 | 41,954,000 | 127,536,000 | |||||||
Preferred Stock, beginning balance (in shares) at Dec. 31, 2021 | 1,000 | 1,000 | |||||||||
Treasury Stock, Beginning balance (in shares) at Dec. 31, 2021 | 1,150,991 | 1,151,000 | |||||||||
Balance at beginning of period at Dec. 31, 2021 | $ 694,644 | $ 4 | $ 13 | $ 0 | $ (18,448) | 720,016 | (19,376) | 12,435 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | (84,530) | (85,000) | 470 | ||||||||
Contributions | 1,533 | 1,533 | |||||||||
Distributions | (645) | (645) | |||||||||
Dividend to Class A common stock | (5,035) | (5,035) | |||||||||
Equity-based compensation | 772 | 964 | (192) | ||||||||
Change in deferred taxes related to basis in OpCo (see Note 2) | 20,216 | 20,216 | |||||||||
Adjustment of redeemable noncontrolling interests to redemption amount (see Note 2) | (194,980) | (194,980) | |||||||||
Members' equity at end of period (in shares) at Mar. 31, 2022 | 0 | ||||||||||
Members' equity at end of period at Mar. 31, 2022 | $ 0 | ||||||||||
Common Stock, Ending balance (in shares) at Mar. 31, 2022 | 127,536,463 | 41,954,000 | 127,536,000 | ||||||||
Balance at end of period at Mar. 31, 2022 | $ 431,975 | $ 4 | $ 13 | $ 0 | $ (18,448) | 541,181 | (104,376) | 13,601 | |||
Preferred Stock, ending balance (in shares) at Mar. 31, 2022 | 1,000 | ||||||||||
Treasury Stock, Ending balance (in shares) at Mar. 31, 2022 | 1,151,000 | ||||||||||
Members' equity at beginning of period (in shares) at Dec. 31, 2021 | 0 | ||||||||||
Members' equity at beginning of period at Dec. 31, 2021 | $ 0 | ||||||||||
Common Stock, Beginning balance (in shares) at Dec. 31, 2021 | 41,954,385 | 127,536,463 | 41,954,000 | 127,536,000 | |||||||
Preferred Stock, beginning balance (in shares) at Dec. 31, 2021 | 1,000 | 1,000 | |||||||||
Treasury Stock, Beginning balance (in shares) at Dec. 31, 2021 | 1,150,991 | 1,151,000 | |||||||||
Balance at beginning of period at Dec. 31, 2021 | $ 694,644 | $ 4 | $ 13 | $ 0 | $ (18,448) | 720,016 | (19,376) | 12,435 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Change in deferred taxes related to basis in OpCo (see Note 2) | 31,900 | ||||||||||
Members' equity at end of period (in shares) at Sep. 30, 2022 | 0 | ||||||||||
Members' equity at end of period at Sep. 30, 2022 | $ 0 | ||||||||||
Common Stock, Ending balance (in shares) at Sep. 30, 2022 | 48,282,163 | 118,645,323 | 48,282,000 | 118,645,000 | |||||||
Balance at end of period at Sep. 30, 2022 | $ 848,989 | $ 5 | $ 12 | $ 0 | $ (18,448) | 801,978 | 61,375 | 4,067 | |||
Preferred Stock, ending balance (in shares) at Sep. 30, 2022 | 1,000 | 1,000 | |||||||||
Treasury Stock, Ending balance (in shares) at Sep. 30, 2022 | 1,150,991 | 1,151,000 | |||||||||
Members' equity at beginning of period (in shares) at Mar. 31, 2022 | 0 | ||||||||||
Members' equity at beginning of period at Mar. 31, 2022 | $ 0 | ||||||||||
Common Stock, Beginning balance (in shares) at Mar. 31, 2022 | 127,536,463 | 41,954,000 | 127,536,000 | ||||||||
Preferred Stock, beginning balance (in shares) at Mar. 31, 2022 | 1,000 | ||||||||||
Treasury Stock, Beginning balance (in shares) at Mar. 31, 2022 | 1,151,000 | ||||||||||
Balance at beginning of period at Mar. 31, 2022 | $ 431,975 | $ 4 | $ 13 | $ 0 | $ (18,448) | 541,181 | (104,376) | 13,601 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | 55,236 | 54,523 | 713 | ||||||||
Distributions | (4,201) | (4,201) | |||||||||
Repurchase of noncontrolling interest | (4,060) | (4,060) | |||||||||
Dividend to Class A common stock | (7,133) | (7,133) | |||||||||
Equity-based compensation | 1,076 | 1,080 | (4) | ||||||||
Change in deferred taxes related to basis in OpCo (see Note 2) | (46,567) | (46,567) | |||||||||
Adjustment of redeemable noncontrolling interests to redemption amount (see Note 2) | 194,980 | 194,980 | |||||||||
Members' equity at end of period (in shares) at Jun. 30, 2022 | 0 | ||||||||||
Members' equity at end of period at Jun. 30, 2022 | $ 0 | ||||||||||
Common Stock, Ending balance (in shares) at Jun. 30, 2022 | 41,954,000 | 127,536,000 | |||||||||
Balance at end of period at Jun. 30, 2022 | 621,306 | $ 4 | $ 13 | $ 0 | $ (18,448) | 683,541 | (49,853) | 6,049 | |||
Preferred Stock, ending balance (in shares) at Jun. 30, 2022 | 1,000 | ||||||||||
Treasury Stock, Ending balance (in shares) at Jun. 30, 2022 | 1,151,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | 119,265 | 118,361 | 904 | ||||||||
Distributions | (2,886) | (2,886) | |||||||||
Dividend to Class A common stock | (7,133) | (7,133) | |||||||||
Equity-based compensation | 2,246 | 2,246 | 0 | ||||||||
Change in deferred taxes related to basis in OpCo (see Note 2) | (5,599) | (5,599) | |||||||||
Change in equity associated with the Equity Transactions (in shares) (see Note 1) | 6,328,000 | (8,891,000) | |||||||||
Change in equity associated with the Equity Transactions (see Note 1) | 121,790 | $ 1 | $ (1) | 121,790 | |||||||
Members' equity at end of period (in shares) at Sep. 30, 2022 | 0 | ||||||||||
Members' equity at end of period at Sep. 30, 2022 | $ 0 | ||||||||||
Common Stock, Ending balance (in shares) at Sep. 30, 2022 | 48,282,163 | 118,645,323 | 48,282,000 | 118,645,000 | |||||||
Balance at end of period at Sep. 30, 2022 | $ 848,989 | $ 5 | $ 12 | $ 0 | $ (18,448) | $ 801,978 | $ 61,375 | $ 4,067 | |||
Preferred Stock, ending balance (in shares) at Sep. 30, 2022 | 1,000 | 1,000 | |||||||||
Treasury Stock, Ending balance (in shares) at Sep. 30, 2022 | 1,150,991 | 1,151,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 431,240 | $ (601,172) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities | ||
Depreciation, depletion and amortization | 375,600 | 233,122 |
Deferred income tax expense (benefit) | 27,428 | 0 |
(Gain) loss on derivatives | 645,565 | 885,032 |
Net cash (paid) received on settlement of derivatives | (654,377) | (389,142) |
Non-cash equity-based compensation expense | 26,306 | 14,054 |
Amortization of debt issuance costs and discount | 6,431 | 6,809 |
Gain on sale of oil and natural gas properties | (5,114) | (9,418) |
Restructuring of acquired derivative contracts | (51,994) | 0 |
Settlement of acquired derivative contracts | (39,046) | 0 |
Other | (6,941) | 3,256 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (189,512) | (67,588) |
Accounts receivable – affiliates | 18,809 | (9,363) |
Prepaid and other current assets | (22,011) | 27,898 |
Accounts payable and accrued liabilities | 213,428 | 60,112 |
Accounts payable – affiliates | 24,560 | (4,720) |
Other | (3,018) | (248) |
Net cash provided by operating activities | 797,354 | 148,632 |
Cash flows from investing activities: | ||
Development of oil and natural gas properties | (440,375) | (83,697) |
Acquisitions of oil and natural gas properties | (627,539) | (65,391) |
Proceeds from the sale of oil and natural gas properties | 4,800 | 22,053 |
Purchases of restricted investment securities – HTM | (7,175) | (6,746) |
Maturities of restricted investment securities – HTM | 5,400 | 8,121 |
Other | 3,955 | (1,116) |
Net cash used in investing activities | (1,060,934) | (126,776) |
Cash flows from financing activities: | ||
Proceeds from the issuance of Senior Notes, after premium, discount and underwriting fees | 199,250 | 490,625 |
Borrowings | 1,118,000 | |
Repayments | (976,000) | |
Payment of debt issuance costs | (20,028) | (10,880) |
Redeemable noncontrolling interest contributions | 5,985 | 0 |
Member distributions and other | (3,784) | (35,294) |
Dividend to Class A common stock | (19,301) | 0 |
Distributions to redeemable noncontrolling interests related to Class A common stock dividend | (58,705) | 0 |
Distributions to redeemable noncontrolling interests related to Manager Compensation | (22,779) | 0 |
Distributions to redeemable noncontrolling interests related to income taxes | (17,970) | 0 |
Repurchase of redeemable noncontrolling interests related to Equity Transactions | (36,220) | 0 |
Repurchase of noncontrolling interest | (4,060) | (1,414) |
Noncontrolling interest distributions | (6,326) | (546) |
Noncontrolling interest contributions | 55 | 35,461 |
Net cash provided by financing activities | 158,117 | 4,939 |
Net change in cash, cash equivalents and restricted cash | (105,463) | 26,795 |
Cash, cash equivalents and restricted cash, beginning of period | 135,117 | 41,420 |
Cash, cash equivalents, and restricted cash, end of period | $ 29,654 | 68,215 |
Prior Credit Agreement | ||
Cash flows from financing activities: | ||
Borrowings | 53,900 | |
Repayments | (804,975) | |
Revolving Credit Facility | ||
Cash flows from financing activities: | ||
Borrowings | 386,062 | |
Repayments | $ (108,000) |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Organization We are a well-capitalized U.S. independent energy company with a portfolio of assets in key proven basins across the lower 48 states with substantial cash flow supported by a predictable base of production. We seek to deliver attractive risk-adjusted investment returns and predictable cash flows across cycles by employing our differentiated approach to investing in the oil and gas industry. Our approach employs a unique business model that combines an investor mindset and deep operational expertise to pursue a cash flow-based investment mandate focused on operated working interests with an active risk management strategy. We pursue our strategy through the production, development and acquisition of crude oil, natural gas and NGL reserves. We maintain a diverse portfolio of assets in key proven regions across the United States, including the Eagle Ford, Rockies, Barnett and Permian. Merger Transactions On December 7, 2021, we completed a series of transactions, pursuant to which the business of Contango Oil & Gas Company ("Contango") and the business of Independence Energy LLC ("Independence") combined indirectly under a new publicly traded holding company named "Crescent Energy Company" (the "Merger Transactions"). Our Class A common stock, par value $0.0001 per share ("Class A Common Stock") is listed on The New York Stock Exchange under the symbol “CRGY.” The combined company is structured as an “Up-C,” with all of our assets and operations (including those of Contango) indirectly held by our operating subsidiary, Crescent Energy OpCo LLC ("OpCo"). Crescent is a holding company, the sole material asset of which consists of economic, non-voting limited liability company interests in OpCo ("OpCo Units"), and is responsible for all operational, management and administrative decisions related to OpCo’s business. We are the sole managing member of OpCo. Because the unit holders of OpCo lack the characteristics of a controlling financial interest, OpCo is determined to be a variable interest entity. Crescent is considered the primary beneficiary of OpCo as it has both the power to direct OpCo and the right to receive benefits from OpCo. As a result, Crescent consolidates the financial results of OpCo and its subsidiaries. The assets and liabilities of OpCo represent substantially all of our consolidated assets and liabilities with the exception of certain current and deferred taxes and certain liabilities under the Management Agreement, as defined within NOTE 11 – Related Party Transactions . Certain restrictions and covenants related to the transfer of assets from OpCo are discussed further in NOTE 7 – Debt . Former Contango shareholders own shares of Class A Common Stock, which have both voting and economic rights. The former owners of our predecessor, Independence Energy LLC, own OpCo Units and corresponding shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock"), which shares of Class B Common Stock have voting (but no economic) rights. OpCo Units may be redeemed or exchanged for Class A Common Stock or, at our election, cash on the terms and conditions set forth in the Amended and Restated Limited Liability Company Agreement of OpCo (“OpCo LLC Agreement”). Upon closing of the Merger Transactions, (a) former owners of Independence owned approximately 75% of OpCo, 100% of the total outstanding Class B Common Stock and approximately 75% of the total outstanding Class A Common Stock and Class B Common Stock taken together, (b) former stockholders of Contango owned Class A Common Stock representing approximately 25% of the outstanding Class A Common Stock and Class B Common Stock, taken together and (c) Crescent owned approximately 25% of the OpCo Units. Additionally, Independence Energy Aggregator LP, an affiliate of certain former owners of Independence, is the sole holder of Crescent's non-economic Series I preferred stock, $0.0001 par value per share, which entitles the holder thereof to appoint the board of directors of Crescent (the "Board of Directors") and to certain other approval rights. Equity Transactions In September 2022, Independence Energy Aggregator L.P., the entity through which certain affiliated entities hold their interests in us, exchanged 6.3 million units representing membership interests in OpCo (together with a corresponding number of shares of our Class B Common Stock) for shares of our Class A Common Stock and agreed to sell 5.75 million shares of our Class A Common Stock (the "Offering") at a price to the public of $15.00 per share, or a net price of $14.10 per share after deducting the underwriters' discounts and commissions. We did not receive any cash proceeds from the Offering. Concurrent with the closing of the Offering, we repurchased an aggregate of approximately 2.6 million OpCo Units from PT Independence Energy Holdings LLC for $36.2 million and cancelled a corresponding number of shares of our Class B Common Stock (the "Concurrent OpCo Unit Purchase," and, together with the Offering, the "Equity Transactions"). As a result of the Equity Transactions, the total number of shares of our Class A Common Stock increased by 6.3 million shares, including 0.6 million shares of our Class A Common Stock that were not included as part of the Offering but rather issued in exchange for shares of Class B Common Stock and distributed in-kind by Independence Energy Aggregator L.P. to affiliates, and the number of shares of our Class B Common Stock decreased by approximately 8.9 million. After the Equity Transactions, shares of our Class A Common Stock represent approximately 29% of the outstanding shares of Class A Common Stock and Class B Common Stock, taken together, and we own approximately 29% of the outstanding OpCo Units. Redeemable noncontrolling interests decreased by $158.1 million while APIC increased by $121.8 million as a result of the Equity Transactions and to reflect the new ownership of OpCo. Basis of Presentation Our unaudited condensed consolidated financial statements (the “financial statements”) include the accounts of the Company and its subsidiaries after the elimination of intercompany transactions and balances, are presented in accordance with U.S. general accepted accounting principles (“GAAP”) and reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary to present fairly the financial position and results of operations for the respective interim periods. We have no elements of other comprehensive income for the periods presented. These condensed consolidated financial statements should be read in conjunction with the audited combined and consolidated financial statements and notes thereto included in our Annual Report. In connection with the Merger Transactions, we underwent a reorganization (the “Crescent Reorganization”), whereby Independence merged with and into OpCo (the “Isla Merger”). The financial statements include the accounts of Independence from the date of the Isla Merger, which is the date the Company obtained a controlling financial interest in Independence on a consolidated basis. As required by GAAP, the contribution of Independence in connection with the Isla Merger and, more broadly, the Merger Transactions was accounted for as a reorganization of entities under common control, in a manner similar to a pooling of interests, with all assets and liabilities transferred to us at their carrying amounts. Because the Isla Merger resulted in a change in the reporting entity, and in order to furnish comparative financial information prior to the Isla Merger, our financial statements have been retrospectively recast to reflect the historical accounts of Independence, our accounting predecessor (the "Predecessor"), on a combined basis. Crescent is a holding company that conducts substantially all of its business through its consolidated subsidiaries, including (i) OpCo, which at September 30, 2022 is owned approximately 29% by Crescent and approximately 71% by holders of our redeemable noncontrolling interests representing former owners of Independence, and (ii) Crescent Energy Finance LLC, OpCo's wholly owned subsidiary. Crescent and OpCo have no operations, or material cash flows, assets or liabilities other than their investment in Crescent Energy Finance LLC. See “—Merger Transactions” above for more information regarding our corporate structure. The financial statements include undivided interests in oil and natural gas properties. We account for our share of oil and natural gas properties by reporting our proportionate share of assets, liabilities, revenues, costs and cash flows within the accompanying condensed consolidated balance sheets, condensed consolidated statements of operations, and condensed consolidated statements of cash flows. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make use of estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We use historical experience and various other assumptions and information that are believed to be reasonable under the circumstances in developing our estimates and judgments. Estimates and assumptions about future events and their effects cannot be predicted with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. While we believe that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results may differ from these estimates. Our significant estimates include the fair value of acquired assets and liabilities, oil and natural gas reserves, impairment of proved and unproved oil and natural gas properties and valuation of derivative instruments. Restricted Cash Restricted cash consists of funds earmarked for a special purpose and therefore not available for immediate and general use. The majority of our restricted cash is composed of cash that is contractually required to be restricted to pay for the future abandonment of certain wells in California. Restricted cash is included in Prepaid and other current assets and Other assets on our condensed consolidated balance sheets. The following table provides a reconciliation of cash and restricted cash presented on our balance sheets to amounts shown in the statements of cash flows: As of September 30, 2022 2021 (in thousands) Cash and cash equivalents $ 22,478 $ 63,541 Restricted cash – noncurrent 7,176 4,674 Total cash, cash equivalents and restricted cash $ 29,654 $ 68,215 Redeemable Noncontrolling Interests In connection with the Merger Transactions, 127.5 million OpCo Units were issued to the former owners of Independence. The former owners of Independence also own all outstanding shares of our Class B Common Stock. Pursuant to the OpCo LLC Agreement, holders of OpCo Units, other than the Company, may redeem all or a portion of their OpCo Units, together with a corresponding number of shares of Class B Common Stock, for either (a) shares of Class A Common Stock or (b) an approximately equivalent amount of cash as determined pursuant to the terms of the OpCo LLC Agreement, at the election of the Company. In connection with the exercise of such redemption, a corresponding number of shares of Class B Common Stock will be cancelled. The redemption election is not considered to be within the control of the Company because the holders of Class B Common Stock and their affiliates control the Company through direct representation on the Board of Directors. As a result, we present the noncontrolling interests in OpCo as redeemable noncontrolling interests outside of permanent equity. Redeemable noncontrolling interest is recorded at the greater of the carrying value or redemption amount with a corresponding adjustment to additional paid-in capital. The redemption amount is based on the 10-day volume-weighted average closing price (“VWAP”) of Class A Common Stock at the end of the reporting period. Changes in the redemption value are recognized immediately as they occur, as if the end of the reporting period was also the redemption date for the instrument, with an offsetting entry to additional paid-in capital. In September 2022, our Equity Transactions, including 0.6 million shares that were not included as part of the Offering but rather issued in exchange for shares of Class B Common Stock and distributed in-kind by Independence Energy Aggregator L.P. to affiliates reduced the number of shares of our Class B Common Stock outstanding by 8.9 million shares. The reduction was a result of the exchange of 6.3 million shares of Class B Common Stock into shares of Class A Common Stock and the repurchase of 2.6 million shares of Class B Common Stock for $36.2 million. From December 31, 2021 through September 30, 2022, we recorded adjustments to the value of our redeemable noncontrolling interests as shown below: Redeemable Noncontrolling Interests (in thousands) Balance as of December 31, 2021 $ 2,325,013 Net loss attributable to redeemable noncontrolling interests (321,477) Distribution from OpCo (15,323) Accrued OpCo distribution (10,064) Equity-based compensation 2,931 Adjustment of redeemable noncontrolling interests to redemption amount (1) 194,980 Balance as of March 31, 2022 $ 2,176,060 Net income attributable to redeemable noncontrolling interests 226,662 Contributions 5,985 Distribution from OpCo (33,376) Accrued OpCo distribution (16,220) Equity-based compensation 3,282 Adjustment of redeemable noncontrolling interests to carrying value (1) (194,980) Balance at June 30, 2022 $ 2,167,413 Net income attributable to redeemable noncontrolling interests 436,084 Distribution from OpCo (21,967) Accrued OpCo distribution (9,471) Equity-based compensation 5,999 Cancellation of OpCo Units associated with Equity Transactions (158,065) Balance at September 30, 2022 $ 2,419,993 (1) Based on 127,536,463 shares of Class B Common Stock outstanding and the 10-day VWAP of Class A Common Stock of $17.06 at March 31, 2022. The increase to redeemable noncontrolling interests was offset by a $195.0 million decrease in APIC. At June 30, 2022, we reversed this adjustment because the carrying value of our redeemable noncontrolling interests was greater than the redemption value. Income Taxes For the three and nine months ended September 30, 2021, we were organized as a limited liability company and treated as a flow-through entity for U.S. federal income tax purposes. As a result, the tax provision for the three and nine months ended September 30, 2021 was minimal. Subsequent to the Merger Transactions, the Company is a corporation that is subject to U.S. federal, state and local income taxes on its allocable share of any taxable income from OpCo. For the three and nine months ended September 30, 2022 we recognized income tax expense of $38.5 million and $34.5 million for an effective tax rate of 6.5% and 7.4%, respectively. Our effective tax rate is lower than the U.S. federal statutory income tax rate of 21% primarily due to effects of removing income and losses related to our noncontrolling interests and redeemable noncontrolling interests. We evaluate and update the estimated annual effective income tax rate on a quarterly basis based on current and forecasted operating results and tax laws. Consequently, based upon the mix and timing of our actual earnings compared to annual projections, our effective tax rate may vary quarterly and may make quarterly comparisons not meaningful. The quarterly income tax provision is generally composed of tax expense on income or benefit on loss at the most recent estimated annual effective tax rate. The tax effect of discrete items is recognized in the period in which they occur at the applicable statutory rate. We continually assess the available positive and negative evidence to determine if sufficient future taxable income will be generated to use the existing deferred tax assets. On the basis of this evaluation a valuation allowance is recorded to recognize only the portion of the deferred tax assets that are more likely than not to be realized. The amount of the deferred tax asset considered realizable; however, could be adjusted in the future. As part of the Merger Transactions, we acquired federal and state net operating losses ("NOLs") which are subject to Section 382 limitation. Pursuant to Sections 382 and 383 of the Internal Revenue Code, utilization of our NOLs and credits is subject to a small annual limitation. These annual limitations may result in the expiration of NOLs and credits prior to utilization. As of September 30, 2022, we have a $26.1 million valuation allowance related to the federal and state NOLs incurred that we do not believe are recoverable due to Section 382 limitations. During the three months ended September 30, 2022, we decreased APIC and increased our deferred tax liability by $5.6 million primarily as the result of the Equity Transactions and the resultant change in our ownership interests and basis in OpCo. During the nine months ended September 30, 2022 we decreased APIC by $31.9 million primarily related to a change in the deferred tax liability related to our estimated basis in our ownership interests in OpCo and the Equity Transactions, offset by other changes in our deferred tax liability related to ownership interests in OpCo. As of September 30, 2022 and December 31, 2021, we did not have any uncertain tax positions. Supplemental Cash Flow Disclosures The following are our supplemental cash flow disclosures for the nine months ended September 30, 2022 and 2021: Nine Months Ended September 30, 2022 2021 (in thousands) Supplemental cash flow disclosures: Interest paid, net of amounts capitalized $ 44,072 $ 13,608 Income tax (refunds) payments 7,864 407 Non-cash investing and financing activities: Capital expenditures included in accounts payable and accrued liabilities $ 78,080 $ 36,568 Equity consideration for acquisitions, net of cash acquired — 7,164 April 2021 Exchange — 62,051 Noncontrolling Interest Carve-Out — (121,872) Capitalized non-cash equity-based compensation — 3,373 Recent Accounting Standards In March 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 provides optional guidance, for a limited period of time, to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in ASU 2020-04 provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships and other transactions that reference the London Interbank Offer Rate ("LIBOR"), or another reference rate, expected to be discontinued because of reference rate reform. The guidance was effective beginning March 12, 2020 and can be applied prospectively through December 31, 2022. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform - Scope , which clarified the scope and application of the original guidance. The Company is currently assessing the potential impact of ASU 2020-04 on our consolidated financial statements. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Divestitures | Acquisitions and Divestitures Uinta Transaction In March 2022, we consummated the acquisition contemplated by the Membership Interest Purchase Agreement dated February 15, 2022 (the “Purchase Agreement” and the transactions contemplated therein, the “Uinta Transaction”) between certain of our subsidiaries, including OpCo, and Verdun Oil Company II LLC, a Delaware limited liability company, pursuant to which we purchased all of the issued and outstanding membership interests of Uinta AssetCo, LLC, a Texas limited liability company that holds all development and production assets of, and certain obligations formerly held by EP Energy E&P Company, L.P. located in the State of Utah. Upon closing of the Uinta Transaction, we paid $621.3 million in cash consideration and transaction fees and assumed certain commodity derivatives. The Uinta Transaction was funded with cash on hand and borrowings under our Revolving Credit Facility (as defined below). We accounted for the Uinta Transaction as an asset acquisition and recorded an additional $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. In connection with the closing of the Uinta Transaction, we entered into an amendment to our Revolving Credit Facility to, among other things, increase the borrowing base to $1.8 billion and the elected commitment amount to $1.3 billion (see NOTE 7 – Debt) . We incurred financing costs of $13.4 million associated with this amendment, which are recorded as debt issuance costs within Other assets on the condensed consolidated balance sheets. Subsequent to the closing of the Uinta Transaction, we settled certain acquired oil commodity derivative positions and entered into new commodity derivative contracts for 2022 with a swap price of $75 per barrel for a net cost of $54.1 million, including restructuring fees, during the three months ended March 31, 2022. Contango Merger In December 2021, we acquired all of Contango's outstanding common stock through the issuance of 39,834,461 shares of Class A Common Stock (the "Contango Merger") and settled Contango's equity-based compensation plans through the issuance of 3,270,915 shares of Class A Common Stock, of which 1,150,991 shares of treasury stock were withheld to meet employee payroll tax withholding obligations. Contango's properties are primarily located in Oklahoma, Texas, Wyoming and Louisiana. We accounted for the Contango Merger as a business combination using the acquisition method under GAAP. The fair value of consideration transferred totaled $654.6 million based on the closing share price of Contango's common stock on the date of the Merger Transactions as shares of our Class A Common Stock were not yet publicly traded. The purchase price allocation for the acquisition is preliminary for assets acquired and liabilities assumed. During the nine months ended September 30, 2022, we recognized measurement period adjustments for the Contango Merger that increased Accounts receivable, net by $5.8 million, reduced Oil and natural gas properties - proved by $0.2 million, and increased Accounts payable and accrued liabilities by $5.8 million, with an offsetting adjustment to Goodwill on our condensed consolidated balance sheets. We expect to complete a final valuation analysis during the fourth quarter of 2022. As a result of the acquisition, we recognized $76.8 million of goodwill that is primarily attributable to deferred tax liabilities associated with the transaction and expected synergies from our combined operations. This goodwill is not expected to be deductible for income tax reporting purposes. (in thousands) Contango Consideration transferred: Equity consideration $ 654,616 Total $ 654,616 Assets acquired and liabilities assumed: Cash and cash equivalents $ 14,202 Accounts receivable, net 151,533 Prepaid and other current assets 8,275 Oil and natural gas properties – proved 1,001,942 Field and other property and equipment 6,955 Investment in equity affiliates 15,047 Goodwill 76,826 Other assets 3,514 Accounts payable and accrued liabilities (192,534) Derivative liabilities – current (44,002) Long-term debt (140,000) Deferred tax liability (83,250) Derivative liabilities – noncurrent (14,592) Asset retirement obligations (142,100) Other liabilities (7,200) Fair value of net assets acquired $ 654,616 Central Basin Platform Acquisition In December 2021, we acquired from an unrelated third-party certain operated producing oil and natural gas properties predominately located in the Central Basin Platform in Texas and New Mexico, with additional properties in the southwestern Permian and Powder River Basins, for total cash consideration of $60.4 million, including customary purchase price adjustments (the "Central Basin Platform Acquisition"). The purchase price was funded using cash on hand and borrowings under our Revolving Credit Facility. We accounted for the Central Basin Platform Acquisition as an asset acquisition and recorded an additional $73.7 million of proved oil and natural gas properties, including an ARO asset of $12.6 million. DJ Basin Acquisition In March 2021, we acquired a portfolio of oil and natural gas mineral assets located in the DJ Basin from an unrelated third-party operator for total consideration of $60.8 million (the "DJ Basin Acquisition"). The DJ Basin Acquisition was funded using cash on hand and borrowings under our prior credit agreements. We accounted for the DJ Basin Acquisition as an asset acquisition and the purchase price was allocated 35.6% to proved oil and natural gas properties and 64.4% to unproved oil and natural gas properties. In conjunction with the DJ Basin Acquisition, we issued equity-based compensation, a portion of which is classified within permanent equity as noncontrolling interest and the remainder of which is classified as other liabilities, to certain parties of the transaction. Equity Method Investment In April 2022, our equity method investment, Exaro Energy III, LLC ("Exaro"), entered into a purchase and sale agreement to sell its operations in the Jonah Field in Wyoming. During the nine months ended September 30, 2022 we received a distribution of $6.8 million primarily as a result of the sale. Chama In February 2022, we contributed all of the assets and prospects in the Gulf of Mexico formerly owned by Contango to Chama Energy LLC ("Chama") in exchange for a 9.4% interest in Chama, which interest was valued at $3.8 million. As a result, we derecognized the assets and liabilities that were contributed to Chama from our condensed consolidated balance sheets and recorded an equity method investment for our interest in Chama, as well as a $4.5 million gain related to the deconsolidation of these assets and liabilities. John Goff, the Chairman of our Board of Directors, holds an approximate interest of 17.5% in Chama, and the remaining interests are held by other investors. Pursuant to the Limited Liability Company Agreement of Chama, we may be required to fund certain workover costs, and we will be required to fund plugging and abandonment costs related to the producing assets we contributed to Chama. The carrying value of our equity method investment in Chama at September 30, 2022 was $4.1 million. Claiborne Parish Divestiture In December 2021, we entered into a purchase and sale agreement with an unaffiliated third-party that encompassed the sale of certain producing properties and oil and natural gas leases in Claiborne Parish, Louisiana in exchange for cash consideration, net of closing adjustments, of $4.3 million. Arkoma Basin Divestiture In May 2021, we executed a purchase and sale agreement with an unaffiliated third-party that encompassed the sale of certain producing properties and oil and natural gas leases in the Arkoma Basin in exchange for cash consideration, net of closing adjustments, of $22.1 million. We recorded an $8.8 million gain on sale of assets in 2021 related to the transaction. |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives In the normal course of business, we are exposed to certain risks including changes in the prices of oil, natural gas and NGLs which may impact the cash flows associated with the sale of our future oil and natural gas production. We enter into derivative contracts with lenders under our Revolving Credit Facility that consists of either a single derivative instrument or a combination of instruments to manage our exposure to these risks. As of September 30, 2022, our commodity derivative instruments consisted of fixed price swaps and collars which are described below: Fixed Price and Basis Swaps : Fixed price swaps receive a fixed price and pay a floating market price to the counterparty on the notional amount. Our basis swaps fix the basis differentials between the index price at which we sell our production as compared to the index price used in the basis swap. Under a swap contract, we will receive payment if the settlement price is less than the fixed price and will make a payment to the counterparty if the settlement price is greater than the fixed price. Collars: Collars provide a minimum and maximum price on a notional amount of sales volume. Under a collar, we will receive payment if the settlement price is less than the minimum price of the range and make a payment to the counterparty if the settlement price is greater than the maximum price of the range. We would not be required to make a payment or receive payment if the settlement price falls within the range. The following table details our net volume positions by commodity as of September 30, 2022: Production Period Volumes Weighted Fair Crude oil swaps (Bbls): (in thousands) (in thousands) WTI 2022 3,301 $64.08 $ (46,646) 2023 9,710 $60.00 (115,421) 2024 5,721 $63.82 (16,008) Brent 2022 126 $56.36 (3,377) 2023 527 $52.52 (12,202) 2024 276 $68.65 (868) Crude oil collars – WTI (Bbls): 2023 1,155 $48.68 - $57.87 (18,071) Natural gas swaps (MMBtu): 2022 20,180 $2.78 (82,379) 2023 62,248 $2.73 (165,728) 2024 9,604 $4.14 (5,247) NGL swaps (Bbls): 2022 736 $32.55 95 2023 1,379 $40.80 13,745 Crude oil basis swaps (Bbls): 2022 1,413 $(0.15) (3,252) Natural gas basis swaps (MMBtu): 2022 6,230 $(0.16) 2,766 Calendar Month Average ("CMA") roll swaps (Bbls): 2022 364 $1.08 31 Natural gas collars (MMBtu): 2023 550 $2.63 - $3.01 (1,725) 2024 18,300 $3.38 - $4.56 (11,974) Total $ (466,261) We use derivative commodity instruments and enter into swap contracts that are governed by International Swaps and Derivatives Association master agreements. The following table shows the effects of master netting arrangements on the fair value of our derivative contracts as of September 30, 2022 and December 31, 2021: Gross Fair Effect of Net Carrying (in thousands) September 30, 2022 Assets: Derivative assets – current $ 27,574 $ (20,454) $ 7,120 Derivative assets – noncurrent 21,488 (21,488) — Total assets $ 49,062 $ (41,942) $ 7,120 Liabilities: Derivative liabilities – current $ (404,492) $ 20,454 $ (384,038) Derivative liabilities – noncurrent (110,831) 21,488 (89,343) Total liabilities $ (515,323) $ 41,942 $ (473,381) December 31, 2021 Assets: Derivative assets – current $ 2,983 $ (2,983) $ — Derivative assets – noncurrent 4,834 (4,255) 579 Total assets $ 7,817 $ (7,238) $ 579 Liabilities: Derivative liabilities – current $ (256,508) $ 2,983 $ (253,525) Derivative liabilities – noncurrent (137,726) 4,255 (133,471) Total liabilities $ (394,234) $ 7,238 $ (386,996) See NOTE 5 – Fair Value Measurements for more information . The amount of gain (loss) recognized in gain (loss) on derivatives in our condensed consolidated statements of operations was as follows for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) Derivatives not designated as hedging instruments: Realized gain (loss) on oil positions $ (90,268) $ (49,121) $ (337,124) $ (115,107) Realized gain (loss) on early settlement of certain oil positions — — — (198,688) Realized gain (loss) on natural gas positions (115,595) (22,653) (259,070) (25,020) Realized gain (loss) on NGL positions (5,849) (20,978) (58,183) (45,146) Realized gain (loss) on interest hedges — (351) — (7,373) Total realized gain (loss) on derivatives (211,712) (93,103) (654,377) (391,334) Unrealized gain (loss) on commodity hedges 416,842 (189,119) 8,812 (501,045) Unrealized gain (loss) on interest hedges — — — 7,347 Total unrealized gain (loss) on derivatives 416,842 (189,119) 8,812 (493,698) Gain (loss) on derivatives $ 205,130 $ (282,222) $ (645,565) $ (885,032) |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Generally, the determination of fair value requires the use of significant judgment and different approaches and models under varying circumstances. Under a market-based approach, we consider prices of similar assets, consult with brokers and experts or employ other valuation techniques. Under an income-based approach, we generally estimate future cash flows and then discount them at a risk-adjusted rate. We classify the inputs used to measure the fair value of our financial assets and liabilities into the following hierarchy: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Quoted market prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active or other than quoted prices that are observable, either directly or indirectly, and can be corroborated by observable market data. Level 3: Unobservable inputs that reflect management’s best estimates and assumptions of what market participants would use in measuring the fair value of an asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of significance for a particular input to the fair value measurement requires judgment and may affect our valuation of the fair value assets and liabilities within the fair value hierarchy levels. Recurring Fair Value Measurements The following table presents the fair value of our derivative assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 by level within the fair value hierarchy: Fair Value Measurement Using Level 1 Level 2 Level 3 Total (in thousands) September 30, 2022 Financial assets: Derivative assets $ — $ 49,062 $ — $ 49,062 Financial liabilities: Derivative liabilities $ — $ (515,323) $ — $ (515,323) December 31, 2021 Financial assets: Derivative assets $ — $ 7,817 $ — $ 7,817 Financial liabilities: Derivative liabilities $ — $ (394,234) $ — $ (394,234) Non-Recurring Fair Value Measurements Certain nonfinancial assets and liabilities are measured at fair value on a non-recurring basis. We utilize fair value measurement on a non-recurring basis to value our oil and natural gas properties when the carrying value of such property exceeds the respective undiscounted future cash flows. The inputs used to determine such fair value are primarily based upon internally developed cash flow models, as well as market-based valuations and are classified within Level 3. Significant Level 3 assumptions associated with discounted cash flows include estimates of future prices, production costs, development expenditures, anticipated production, appropriate risk-adjusted discount rates, and other relevant data. Our other non-recurring fair value measurements include the estimates of the fair value of assets and liabilities acquired through business combinations. Oil and natural gas properties are valued based on an income approach using a discounted cash flow model utilizing Level 3 inputs, including internally generated development and production profiles and price and cost assumptions. Net derivative liabilities assumed in acquisitions are valued based on Level 2 inputs similar to the Company's other commodity price derivatives. Other Fair Value Measurements The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair values due to the short-term maturities of these instruments. Our long-term debt obligations under our Revolving Credit Facility also approximate fair value because the associated variable rates of interest are market based. The fair value of the Senior Notes (as defined below) as of September 30, 2022 and December 31, 2021 was approximately $629.6 million and $521.5 million based on quoted market prices. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 (in thousands) Accounts payable and accrued liabilities: Accounts payable $ 138,922 $ 87,336 Accrued lease and asset operating expense 58,582 55,228 Accrued capital expenditures 48,330 60,647 Accrued general and administrative expense 13,936 12,193 Accrued transportation expense 27,539 20,639 Accrued revenue and royalties payable 194,733 75,827 Accrued interest expense 24,615 6,325 Accrued severance taxes 71,207 5,062 Other 18,251 14,624 Total accounts payable and accrued liabilities $ 596,115 $ 337,881 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Senior Notes In May 2021, Independence Energy Finance LLC (n/k/a Crescent Energy Finance LLC), our wholly owned subsidiary, issued $500.0 million aggregate principal amount of 7.250% senior notes due 2026 (the "Original Notes") at par. In February 2022, we issued an additional $200.0 million aggregate principal amount of 7.250% senior notes due 2026 at 101% of par (the "New Notes" and, together with the Original Notes, the "Senior Notes") . Both issuances of the Senior Notes are treated as a single series, will vote together as a single class, and have identical terms and conditions, other than the issue date, the issue price and the first interest payment. The Senior Notes bear interest at an annual rate of 7.25% , which is payable on May 1 and November 1 of each year and mature on May 1, 2026. The Senior Notes are our senior unsecured obligations and the Senior Notes and the related guarantees rank equally in right of payment with the borrowings under our Revolving Credit Facility and any of our other future senior indebtedness and senior to any of our future subordinated indebtedness. The Senior Notes are guaranteed on a senior unsecured basis by each of our existing and future subsidiaries that will guarantee our Revolving Credit Facility. The Senior Notes and the guarantees are effectively subordinated to all of our secured indebtedness (including all borrowings and other obligations under our Revolving Credit Facility) to the extent of the value of the collateral securing such indebtedness and structurally subordinated in right of payment to all existing and future indebtedness and other liabilities (including trade payables) of any future subsidiaries that do not guarantee the Senior Notes. The Senior Notes indenture contains covenants that, among other things, limit the ability of our restricted subsidiaries to: (i) incur or guarantee additional indebtedness or issue certain types of preferred stock; (ii) pay dividends or distributions in respect of its equity or redeem, repurchase or retire its equity or subordinated indebtedness; (iii) transfer or sell assets; (iv) make investments; (v) create certain liens; (vi) enter into agreements that restrict dividends or other payments from any non-Guarantor restricted subsidiary to it; (vii) consolidate, merge or transfer all or substantially all of its assets; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries. We may, at our option, redeem all or a portion of the Senior Notes at any time on or after May 1, 2023 at certain redemption prices. We may also redeem up to 40% of the aggregate principal amount of the Senior Notes before May 1, 2023 with an amount of cash not greater than the net proceeds that we raise in certain equity offerings at a redemption price equal to 107.250% of the principal amount of the Senior Notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, prior to May 1, 2023, we may redeem some or all of the Senior Notes at a price equal to 100% of the principal amount thereof, plus a “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If we experience certain kinds of changes of control accompanied by a ratings decline, holders of the Senior Notes may require us to repurchase all or a portion of their notes at certain redemption prices. The Senior Notes are not listed, and we do not intend to list the notes in the future, on any securities exchange, and currently there is no public market for the notes. Revolving Credit Facility Overview In connection with the Senior Notes issuance in May 2021, we entered into a senior secured reserve-based revolving credit agreement (as amended, restated, amended and restated or otherwise modified to date, the "Revolving Credit Facility") with Wells Fargo Bank, N.A., as administrative agent for the lenders and letter of credit issuer, and the lenders from time to time party thereto. We have entered into amendments to the Revolving Credit Facility, which have (i) increased our elected commitment amount from $700.0 million to $1.3 billion, (ii) increased our borrowing base from $1.3 billion to $2.0 billion, (iii) increased our maximum credit amount from $1.5 billion to $3.0 billion, (iv) extended the maturity date from May 6, 2025 to September 23, 2027 and (v) reduced the applicable margin by 0.50% so that loans under the Revolving Credit Facility will be priced based on SOFR plus 2.35% to 3.35% or an adjusted base rate plus 1.25% to 2.25%, in each case, based on utilization of the Revolving Credit Facility. Our credit facility contains terms that if certain conditions regarding our outstanding Senior Notes exist in January 2026, it will mature in January 2026 prior to the extended maturity date. At September 30, 2022, we had $685.0 million of borrowings and $12.2 million in letters of credit outstanding under the Revolving Credit Facility. The obligations under the Revolving Credit Facility remain secured by first priority liens on substantially all of the Company’s and the guarantors’ tangible and intangible assets, including without limitation, oil and natural gas properties and associated assets and equity interests owned by the Company and such guarantors. In connection with each redetermination of the borrowing base, the Company must maintain mortgages on at least 85% of the net present value, discounted at 9% per annum (“PV-9”) of the oil and natural gas properties that constitute borrowing base properties. The Company’s domestic direct and indirect subsidiaries are required to be guarantors under the Revolving Credit Facility, subject to certain exceptions. The borrowing base is subject to semi-annual scheduled redeterminations on or about April 1 and October 1 of each year, as well as (i) elective borrowing base interim redeterminations at our request not more than twice during any consecutive 12-month period or the required lenders not more than once during any consecutive 12-month period and (ii) elective borrowing base interim redeterminations at our request following any acquisition of oil and natural gas properties with a purchase price in the aggregate of at least 5.0% of the then effective borrowing base. The borrowing base will be automatically reduced upon (i) the issuance of certain permitted junior lien debt and other permitted additional debt, (ii) the sale or other disposition of borrowing base properties if the aggregate PV-9 of such properties sold or disposed of is in excess of 5.0% of the borrowing base then in effect and (iii) early termination or set-off of swap agreements (a) the administrative agent relied on in determining the borrowing base or (b) if the value of such swap agreements so terminated is in excess of 5.0% of the borrowing base then in effect. Interest Borrowings under the Revolving Credit Facility bear interest at either (i) a U.S. dollar alternative base rate (based on the prime rate, the federal funds effective rate or an adjusted secured overnight financing rate (“SOFR”)), plus an applicable margin or (ii) SOFR, plus an applicable margin, at the election of the borrowers. The applicable margin varies based upon our borrowing base utilization then in effect. The fee payable for the unused revolving commitments is 0.5% per year and is included within interest expense on our condensed consolidated statements of operations. Our weighted average interest rate on loan amounts outstanding as of September 30, 2022 was 5.39%. Covenants The Revolving Credit Facility contains certain covenants that restrict the payment of cash dividends, certain borrowings, sales of assets, loans to others, investments, merger activity, commodity swap agreements, liens and other transactions without the adherence to certain financial covenants or the prior consent of our lenders. We are subject to (i) maximum leverage ratio and (ii) current ratio financial covenants calculated as of the last day of each fiscal quarter. The Revolving Credit Facility also contains representations, warranties, indemnifications and affirmative and negative covenants, including events of default relating to nonpayment of principal, interest or fees, inaccuracy of representations or warranties in any material respect when made or when deemed made, violation of covenants, bankruptcy and insolvency events, certain unsatisfied judgments and change of control. If an event of default occurs and we are unable to cure such default, the lenders will be able to accelerate maturity and exercise other rights and remedies. Letters of Credit From time to time, we may request the issuance of letters of credit for our own account. Letters of credit accrue interest at a rate equal to the margin associated with SOFR borrowings. At September 30, 2022, we had letters of credit outstanding of $12.2 million, which reduce the amount available to borrow under our Revolving Credit Facility. Total Debt Outstanding The following table summarizes our debt balances as of September 30, 2022 and December 31, 2021: Debt Outstanding Letters of Credit Issued Borrowing Base Maturity (in thousands) September 30, 2022 Revolving Credit Facility $ 685,000 $ 12,224 $ 2,000,000 9/23/2027 7.250% Senior Notes due 2026 700,000 — — 5/1/2026 Less: Unamortized discount and issuance costs (12,666) Total long-term debt $ 1,372,334 December 31, 2021 Revolving Credit Facility $ 543,000 $ 20,653 $ 1,300,000 5/6/2025 7.250% Senior Notes due 2026 500,000 — — 5/1/2026 Less: Unamortized discount and issuance costs (12,594) Total long-term debt $ 1,030,406 |
Asset Retirement Obligations
Asset Retirement Obligations | 9 Months Ended |
Sep. 30, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Asset Retirement Obligations Our ARO liabilities are based on our net ownership in wells and facilities and management’s estimate of the costs to abandon and remediate those wells and facilities together with management’s estimate of the future timing of the costs to be incurred. The following table summarizes activity related to our ARO liabilities for the nine months ended September 30, 2022: As of September 30, 2022 (in thousands) Balance at beginning of period $ 266,007 Acquisitions 37,203 Additions 533 Retirements (6,949) Sale (12,718) Change in estimate 1,968 Accretion expense 15,399 Balance at end of period 301,443 Less: current portion (11,321) Balance at end of period, noncurrent portion $ 290,122 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies From time to time, we may be a plaintiff or defendant in a pending or threatened legal proceeding arising in the normal course of business. In accordance with ASC 450, Contingencies , an accrual is recorded for a material loss contingency when its occurrence is probable and damages are reasonably estimable based on the anticipated most likely outcome or the minimum amount within a range or possible outcomes. Legal proceedings are inherently unpredictable, and unfavorable resolutions can occur. Assessing contingencies is highly subjective and requires judgement about uncertain future events. When evaluating contingencies related to legal proceedings, we may be unable to estimate losses due to a number of factors, including potential defenses, the procedural status of the matter in question, the presence of complex legal and/or factual issues, and the ongoing discovery and/or development of information important to the matter. We are unable to make an estimate of the range of reasonably possible losses related to our contingencies, but we are currently unaware of any proceedings that, in the opinion of management, will individually or in the aggregate have a material adverse effect on our financial position, results of operations or cash flows. We are subject to extensive federal, state and local environmental laws and regulations. These laws and regulations regulate the discharge of materials into the environment and may require us to remove or mitigate the environmental effects of the disposal or release of petroleum or chemical substances at various sites. We believe we are currently in compliance with all applicable federal, state and local laws and regulations. Accordingly, no liability or loss associated with environmental remediation was recognized as of September 30, 2022. On February 14, 2022, the New Mexico Energy, Minerals and Natural Resources Department’s Oil Conservation Division announced a civil penalty of $0.9 million to Contango related to certain regulatory infractions. The parties are discussing a resolution to the matter. |
Incentive Compensation Arrangem
Incentive Compensation Arrangements | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Incentive Compensation Arrangements | Incentive Compensation Arrangements Overview We and certain of our subsidiaries have entered into incentive compensation award agreements to grant profits interests, restricted stock units ("RSUs"), performance stock units ("PSUs") and other incentive awards to our employees, our Manager, and non-employee directors. The following table summarizes compensation expense we recognized in connection with our incentive compensation awards for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) ASC 710 profits interest awards $ 334 $ — $ 834 $ — ASC 718 liability-classified profits interest awards (2,321) 4,834 9,892 13,006 ASC 718 equity-classified profits interest awards — 57 — 1,621 ASC 718 equity-classified RSU awards 399 — 793 — ASC 718 equity-classified PSU awards 7,758 — 15,621 — Total expense (income) $ 6,170 $ 4,891 $ 27,140 $ 14,627 Our incentive compensation awards may contain certain service-based, performance-based, and market-based vesting conditions, which are further discussed below. ASC 710 compensation awards Incentive unit awards Certain of our subsidiaries have issued incentive awards that require continuous service in order to receive distributions, and do not represent an equity interest. As these incentive awards are similar to a cash bonus plan, compensation cost is measured based on the present value of expected benefits that are probable of being paid and recognized over the period services are provided. Compensation cost is remeasured at each reporting period based on expected future benefits. ASC 718 stock-based compensation awards Liability-classified profits interest awards Certain of our subsidiaries issue profits interests that are liability-classified stock-based compensation awards. These awards contain different vesting conditions ranging from performance-based conditions that vest upon the achievement of certain return thresholds to time-based service requirements ranging from one year to four years. Each of these profits interests is liability-classified because of certain features within these awards that predominantly contain characteristics of liability instruments. Compensation cost for these awards is presented within General and administrative expense on the condensed consolidated statements of operations with a corresponding credit to Other long-term liabilities on the condensed consolidated balance sheets. Equity-classified profits interest awards Certain of our subsidiaries issue equity-classified profits interests awards. These awards contain different vesting conditions ranging from performance-based conditions that vest upon the achievement of certain return thresholds to time-based service requirements ranging from one year to four years. Each of these profits interests is equity-classified because of certain features within these awards that predominantly contain characteristics of equity instruments. Compensation cost for these awards is presented within General and administrative expense on the condensed consolidated statements of operations with a corresponding credit to Additional paid-in capital on the condensed consolidated balance sheets. Equity-classified RSU Awards During the nine months ended September 30, 2022, we granted 130,334 equity-classified RSUs under the Crescent Energy Company 2021 Equity Incentive Plan to certain directors, officers and employees. Each RSU represents the contingent right to receive one share of Class A Common Stock. The grant date fair value was $18.41 per RSU, and the RSUs will vest over a period of one Equity-classified PSU Awards In conjunction with the Merger Transactions, we granted equity-classified PSUs under the Crescent Energy Company 2021 Manager Incentive Plan. The PSU performance periods are three years with the performance period end dates ranging from 2024 through December 2028. Each of these units represent the right to receive a target 2% of our issued and outstanding Class A Common Stock on each unit's performance period end date, modified by an amount ranging from 0% to 240% based on certain absolute and relative shareholder return components. Compensation cost for these awards is presented within General and administrative expense on the condensed consolidated statements of operations with a corresponding credit to Additional paid-in capital on the condensed consolidated balance sheets. In conjunction with the Offering, we increased our Class A Common Stock share count by 6.3 million shares. As a result, the number of PSU target Class A Shares increased by 0.6 million shares, and we recognized a stock-based compensation award change in estimate in connection with such increase. As a result of this change in estimate, we recognized an additional expense of $0.2 million during the three and nine months ended September 30, 2022. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions KKR Group Management Agreement In connection with the Merger Transactions, we entered into a management agreement (the "Management Agreement") with KKR Energy Assets Manager LLC (the "Manager"). Pursuant to the Management Agreement, the Manager provides the Company with its senior executive management team and certain management services. The Management Agreement has an initial term of three years and shall renew automatically at the end of the initial term for an additional three-year period unless the Company or the Manager elects not to renew the Management Agreement. As consideration for the services rendered pursuant to the Management Agreement and the Manager’s overhead, including compensation of the executive management team, the Manager is entitled to receive compensation ("Manager Compensation") equal to $15.4 million per annum, which represents our pro rata portion (based on our relative ownership of OpCo) of $53.3 million. This pro rata amount will increase over time as our ownership percentage of OpCo increases. In addition, as our business and assets expand, Manager Compensation may increase by an amount equal to 1.5% per annum of the net proceeds from all future issuances of our equity securities (including in connection with acquisitions). However, incremental Manager Compensation will not apply to the issuance of our shares upon the redemption or exchange of OpCo Units. During the three and nine months ended September 30, 2022, we recorded general and administrative expense of $3.8 million and $10.4 million, respectively, and made cash distributions of $10.0 million and $22.8 million, respectively, to our redeemable noncontrolling interests related to the Management Agreement. In addition, at September 30, 2022 we accrued $9.5 million for distributions to our redeemable noncontrolling interests in OpCo related to the Management Agreement which will be paid during the fourth quarter of 2022. Additionally, the Manager is entitled to receive incentive compensation ("Incentive Compensation") under which the Manager is targeted to receive 10% of our outstanding Class A Common Stock based on the achievement of certain performance-based measures. The Incentive Compensation consists of five tranches that settle over a five-year period beginning in 2024, and each tranche relates to a target number of shares of Class A Common Stock equal to 2% of the outstanding Class A Common Stock as of the time such tranche is settled. So long as the Manager continuously provides services to us until the end of the performance period applicable to a tranche, the Manager is entitled to settlement of such tranche with respect to a number of shares of Class A Common Stock ranging from 0% to 4.8% of the of the outstanding Class A Common Stock at the time each tranche is settled. During the three and nine months ended September 30, 2022, we recorded general and administrative expense of $7.8 million and $15.6 million, respectively, related to Incentive Compensation. See NOTE 10 – Incentive Compensation Arrangements for more information. KKR Funds From time to time, we may invest in upstream oil and gas assets alongside EIGF II and/or other KKR funds ("KKR Funds") pursuant to the terms of the Management Agreement. In these instances, certain of our consolidated subsidiaries enter into Master Service Agreements ("MSA") with entities owned by KKR Funds, pursuant to which our subsidiaries provide certain services to such KKR Funds, including the allocation of the production and sale of oil, natural gas and NGLs, collection and disbursement of revenues, operating expenses and general and administrative expenses in the respective oil and natural gas properties, and the payment of all capital costs associated with the ongoing operations of the oil and natural gas assets. Our subsidiaries settle balances due to or due from KKR Funds on a monthly basis. The administrative costs associated with these MSAs are allocated by us to KKR Funds based on (i) an actual basis for direct expenses we may incur on their behalf or (ii) an allocation of such charges between the various KKR Funds based on the estimated use of such services by each party. As of September 30, 2022 and December 31, 2021, we had a related party receivable of $0.3 million and $3.3 million, respectively, included within Accounts receivable – affiliates and a related party payable of $39.7 million and $7.0 million, respectively, included within Accounts payable – affiliates on our condensed consolidated balance sheets associated with KKR Funds transactions. Secondary Offering In September 2022, KCM received $1.3 million in underwriter discounts and commissions in connection with the Offering. Refer to further discussion in NOTE 1 – Organization and Basis of Presentation regarding the Equity Transactions. Other Transactions During the nine months ended September 30, 2022, we incurred $0.7 million in fees to KKR Capital Markets LLC ("KCM"), an affiliate of KKR Group, in connection with the New Notes (as defined below). We recorded these fees as debt issuance costs within Long-term debt on the condensed consolidated balance sheets. During the nine months ended September 30, 2022, we paid an additional $1.5 million in fees to KCM related to the amendment to our Revolving Credit Facility, which increased our borrowing base and elected commitment amount in connection with the Uinta Transaction. We recorded these fees as debt issuance costs within Other assets on the condensed consolidated balance sheets. See NOTE 7 – Debt. FDL Certain of our consolidated subsidiaries previously entered into an Oil and Natural Gas Property Operating and Services Agreement (the “FDL Agreement”) with FDL Operating LLC ("FDL"). As of December 31, 2021, we had a net related party receivable due from FDL totaling $16.9 million, included within Accounts receivable - affiliates on our condensed consolidated balance sheets, which was settled during the nine months ended September 30, 2022. On April 1, 2021, certain minority investors, including FDL Operating LLC ("FDL") management, exchanged 100% of their interests in our Barnett basin natural gas assets for 9,508 of our predecessor Class A units, representing 0.77% of our consolidated ownership. Since we already consolidate the results of these assets, this transaction was accounted for as an equity transaction and reflected as a reclassification from noncontrolling interests to members' equity with no gain or loss recognized on the exchange (the "April 2021 Exchange"). In September 2021, we provided notice that we were terminating the FDL Agreement effective on March 31, 2022 and, as part of the termination principal terms, we agreed to pay up to $6.7 million in wind down costs and additional severance costs for certain qualifying, dedicated employees. We recorded general and administrative expense of $3.3 million in the fourth quarter of 2021 associated with the termination and had $2.3 million deposited in an escrow account to fund these wind down costs at September 30, 2022. In May 2022, we repurchased all of the noncontrolling interests and working interests in our assets held directly by affiliates of FDL for aggregate consideration of approximately $8.8 million, effectively purchasing the remainder of FDL's management ownership of certain of our consolidated subsidiaries. Subsequent to this transaction, FDL is no longer a related party and we have no remaining relationship with FDL other than the payment of wind down costs, which we expect to be fully funded by the amount already deposited in escrow and recorded as Other assets on our condensed consolidated balance sheets. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share We have two classes of common stock in the form of Class A Common Stock and Class B Common Stock. Our shares of Class A Common Stock are entitled to dividends and shares of Class B Common Stock do not have rights to participate in dividends or undistributed earnings. However, shareholders of Class B Common Stock receive pro rata distributions from OpCo through their ownership of OpCo Units. We apply the two-class method for purposes of calculating earnings per share. The two-class method determines earnings per share of common stock and participating securities according to dividends or dividend equivalents declared during the period and each security's respective participation rights in undistributed earnings and losses. As described in NOTE 1 – Organization and Basis of Presentation , our financial statements have been retrospectively recast to reflect the historical accounts of Independence on a combined basis due to the Merger Transactions. Net income (loss) for periods prior to the Merger Transactions is allocated to our Predecessor as our Predecessor's Class A Units were exchanged for shares of Class B Common Stock in connection with the Merger Transactions. Net income (loss) attributable to Crescent Energy is allocated to Class A Common Stock and Class B Common Stock based on the participation rights of each class to share in undistributed earnings and losses after giving effect to dividends declared during the period, if any. The following table sets forth the computation of basic and diluted net income (loss) per share: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands, except share and per share amounts) Numerator: Net income (loss) $ 555,349 $ (162,043) $ 431,240 $ (601,172) Less: net loss attributable to Predecessor — 160,567 — 585,804 Less: net (income) loss attributable to noncontrolling interests (904) 1,476 (2,087) 15,368 Less: net (income) loss attributable to redeemable noncontrolling interests (436,084) — (341,269) — Net income (loss) attributable to Crescent Energy - basic 118,361 — 87,884 — Add: Reallocation of net income attributable to redeemable noncontrolling interest for the dilutive effect of RSUs 33 — 10 — Net income (loss) attributable to Crescent Energy - diluted $ 118,394 $ — $ 87,894 $ — Denominator: Weighted-average Class A common stock outstanding – basic 43,196,791 42,376,668 Add: dilutive effect of RSUs 13,524 5,173 Weighted-average Class A common stock outstanding – diluted 43,210,315 42,381,841 Weighted-average Class B common stock outstanding – basic and diluted 125,796,892 126,950,234 Net income (loss) per share: Class A common stock – basic $ 2.74 $ 2.07 Class A common stock – diluted $ 2.74 $ 2.07 Class B common stock – basic and diluted $ — $ — |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Dividend On November 9, 2022, the Board of Directors approved a quarterly cash dividend of $0.17 per share, or $0.68 per share on an annualized basis, to be paid to shareholders of our Class A Common Stock with respect to the third quarter of 2022. The quarterly dividend is payable on December 7, 2022 to shareholders of record as of the close of business on November 23, 2022. OpCo unitholders will also receive a distribution based on their pro rata ownership of OpCo Units. The payment of quarterly cash dividends is subject to management’s evaluation of our financial condition, results of operations and cash flows in connection with such payments and approval by our Board of Directors. Management and the Board of Directors will evaluate any future changes in cash dividends on a quarterly basis. Permian Basin Divestiture |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationOur unaudited condensed consolidated financial statements (the “financial statements”) include the accounts of the Company and its subsidiaries after the elimination of intercompany transactions and balances, are presented in accordance with U.S. general accepted accounting principles (“GAAP”) and reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary to present fairly the financial position and results of operations for the respective interim periods. |
Basis of Consolidation | Basis of PresentationOur unaudited condensed consolidated financial statements (the “financial statements”) include the accounts of the Company and its subsidiaries after the elimination of intercompany transactions and balances, are presented in accordance with U.S. general accepted accounting principles (“GAAP”) and reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary to present fairly the financial position and results of operations for the respective interim periods. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make use of estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date |
Restricted Cash | Restricted Cash Restricted cash consists of funds earmarked for a special purpose and therefore not available for immediate and general use. The majority of our restricted cash is composed of cash that is contractually required to be restricted to pay for the future abandonment of certain wells in California. Restricted cash is included in Prepaid and other current assets and Other assets on our condensed consolidated balance sheets. |
Redeemable Noncontrolling Interests | Redeemable Noncontrolling InterestsIn connection with the Merger Transactions, 127.5 million OpCo Units were issued to the former owners of Independence. The former owners of Independence also own all outstanding shares of our Class B Common Stock. Pursuant to the OpCo LLC Agreement, holders of OpCo Units, other than the Company, may redeem all or a portion of their OpCo Units, together with a corresponding number of shares of Class B Common Stock, for either (a) shares of Class A Common Stock or (b) an approximately equivalent amount of cash as determined pursuant to the terms of the OpCo LLC Agreement, at the election of the Company. In connection with the exercise of such redemption, a corresponding number of shares of Class B Common Stock will be cancelled. The redemption election is not considered to be within the control of the Company because the holders of Class B Common Stock and their affiliates control the Company through direct representation on the Board of Directors. As a result, we present the noncontrolling interests in OpCo as redeemable noncontrolling interests outside of permanent equity. Redeemable noncontrolling interest is recorded at the greater of the carrying value or redemption amount with a corresponding adjustment to additional paid-in capital. The redemption amount is based on the 10-day volume-weighted average closing price (“VWAP”) of Class A Common Stock at the end of the reporting period. Changes in the redemption value are recognized immediately as they occur, as if the end of the reporting period was also the redemption date for the instrument, with an offsetting entry to additional paid-in capital. |
Income Taxes | Income TaxesFor the three and nine months ended September 30, 2021, we were organized as a limited liability company and treated as a flow-through entity for U.S. federal income tax purposes. As a result, the tax provision for the three and nine months ended September 30, 2021 was minimal. Subsequent to the Merger Transactions, the Company is a corporation that is subject to U.S. federal, state and local income taxes on its allocable share of any taxable income from OpCo. |
Recent Accounting Standards | Recent Accounting Standards In March 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 provides optional guidance, for a limited period of time, to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in ASU 2020-04 provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships and other transactions that reference the London Interbank Offer Rate ("LIBOR"), or another reference rate, expected to be discontinued because of reference rate reform. The guidance was effective beginning March 12, 2020 and can be applied prospectively through December 31, 2022. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform - Scope , which clarified the scope and application of the original guidance. The Company is currently assessing the potential impact of ASU 2020-04 on our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash and restricted cash presented on our balance sheets to amounts shown in the statements of cash flows: As of September 30, 2022 2021 (in thousands) Cash and cash equivalents $ 22,478 $ 63,541 Restricted cash – noncurrent 7,176 4,674 Total cash, cash equivalents and restricted cash $ 29,654 $ 68,215 |
Schedule of Restricted Cash and Restricted Cash Equivalents | The following table provides a reconciliation of cash and restricted cash presented on our balance sheets to amounts shown in the statements of cash flows: As of September 30, 2022 2021 (in thousands) Cash and cash equivalents $ 22,478 $ 63,541 Restricted cash – noncurrent 7,176 4,674 Total cash, cash equivalents and restricted cash $ 29,654 $ 68,215 |
Schedule of Redeemable Noncontrolling Interest | From December 31, 2021 through September 30, 2022, we recorded adjustments to the value of our redeemable noncontrolling interests as shown below: Redeemable Noncontrolling Interests (in thousands) Balance as of December 31, 2021 $ 2,325,013 Net loss attributable to redeemable noncontrolling interests (321,477) Distribution from OpCo (15,323) Accrued OpCo distribution (10,064) Equity-based compensation 2,931 Adjustment of redeemable noncontrolling interests to redemption amount (1) 194,980 Balance as of March 31, 2022 $ 2,176,060 Net income attributable to redeemable noncontrolling interests 226,662 Contributions 5,985 Distribution from OpCo (33,376) Accrued OpCo distribution (16,220) Equity-based compensation 3,282 Adjustment of redeemable noncontrolling interests to carrying value (1) (194,980) Balance at June 30, 2022 $ 2,167,413 Net income attributable to redeemable noncontrolling interests 436,084 Distribution from OpCo (21,967) Accrued OpCo distribution (9,471) Equity-based compensation 5,999 Cancellation of OpCo Units associated with Equity Transactions (158,065) Balance at September 30, 2022 $ 2,419,993 |
Schedule of Supplemental Cash Flow | The following are our supplemental cash flow disclosures for the nine months ended September 30, 2022 and 2021: Nine Months Ended September 30, 2022 2021 (in thousands) Supplemental cash flow disclosures: Interest paid, net of amounts capitalized $ 44,072 $ 13,608 Income tax (refunds) payments 7,864 407 Non-cash investing and financing activities: Capital expenditures included in accounts payable and accrued liabilities $ 78,080 $ 36,568 Equity consideration for acquisitions, net of cash acquired — 7,164 April 2021 Exchange — 62,051 Noncontrolling Interest Carve-Out — (121,872) Capitalized non-cash equity-based compensation — 3,373 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Consideration Transferred | (in thousands) Contango Consideration transferred: Equity consideration $ 654,616 Total $ 654,616 Assets acquired and liabilities assumed: Cash and cash equivalents $ 14,202 Accounts receivable, net 151,533 Prepaid and other current assets 8,275 Oil and natural gas properties – proved 1,001,942 Field and other property and equipment 6,955 Investment in equity affiliates 15,047 Goodwill 76,826 Other assets 3,514 Accounts payable and accrued liabilities (192,534) Derivative liabilities – current (44,002) Long-term debt (140,000) Deferred tax liability (83,250) Derivative liabilities – noncurrent (14,592) Asset retirement obligations (142,100) Other liabilities (7,200) Fair value of net assets acquired $ 654,616 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | (in thousands) Contango Consideration transferred: Equity consideration $ 654,616 Total $ 654,616 Assets acquired and liabilities assumed: Cash and cash equivalents $ 14,202 Accounts receivable, net 151,533 Prepaid and other current assets 8,275 Oil and natural gas properties – proved 1,001,942 Field and other property and equipment 6,955 Investment in equity affiliates 15,047 Goodwill 76,826 Other assets 3,514 Accounts payable and accrued liabilities (192,534) Derivative liabilities – current (44,002) Long-term debt (140,000) Deferred tax liability (83,250) Derivative liabilities – noncurrent (14,592) Asset retirement obligations (142,100) Other liabilities (7,200) Fair value of net assets acquired $ 654,616 |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The following table details our net volume positions by commodity as of September 30, 2022: Production Period Volumes Weighted Fair Crude oil swaps (Bbls): (in thousands) (in thousands) WTI 2022 3,301 $64.08 $ (46,646) 2023 9,710 $60.00 (115,421) 2024 5,721 $63.82 (16,008) Brent 2022 126 $56.36 (3,377) 2023 527 $52.52 (12,202) 2024 276 $68.65 (868) Crude oil collars – WTI (Bbls): 2023 1,155 $48.68 - $57.87 (18,071) Natural gas swaps (MMBtu): 2022 20,180 $2.78 (82,379) 2023 62,248 $2.73 (165,728) 2024 9,604 $4.14 (5,247) NGL swaps (Bbls): 2022 736 $32.55 95 2023 1,379 $40.80 13,745 Crude oil basis swaps (Bbls): 2022 1,413 $(0.15) (3,252) Natural gas basis swaps (MMBtu): 2022 6,230 $(0.16) 2,766 Calendar Month Average ("CMA") roll swaps (Bbls): 2022 364 $1.08 31 Natural gas collars (MMBtu): 2023 550 $2.63 - $3.01 (1,725) 2024 18,300 $3.38 - $4.56 (11,974) Total $ (466,261) |
Schedule of Offsetting Assets | The following table shows the effects of master netting arrangements on the fair value of our derivative contracts as of September 30, 2022 and December 31, 2021: Gross Fair Effect of Net Carrying (in thousands) September 30, 2022 Assets: Derivative assets – current $ 27,574 $ (20,454) $ 7,120 Derivative assets – noncurrent 21,488 (21,488) — Total assets $ 49,062 $ (41,942) $ 7,120 Liabilities: Derivative liabilities – current $ (404,492) $ 20,454 $ (384,038) Derivative liabilities – noncurrent (110,831) 21,488 (89,343) Total liabilities $ (515,323) $ 41,942 $ (473,381) December 31, 2021 Assets: Derivative assets – current $ 2,983 $ (2,983) $ — Derivative assets – noncurrent 4,834 (4,255) 579 Total assets $ 7,817 $ (7,238) $ 579 Liabilities: Derivative liabilities – current $ (256,508) $ 2,983 $ (253,525) Derivative liabilities – noncurrent (137,726) 4,255 (133,471) Total liabilities $ (394,234) $ 7,238 $ (386,996) |
Schedule of Offsetting Liabilities | The following table shows the effects of master netting arrangements on the fair value of our derivative contracts as of September 30, 2022 and December 31, 2021: Gross Fair Effect of Net Carrying (in thousands) September 30, 2022 Assets: Derivative assets – current $ 27,574 $ (20,454) $ 7,120 Derivative assets – noncurrent 21,488 (21,488) — Total assets $ 49,062 $ (41,942) $ 7,120 Liabilities: Derivative liabilities – current $ (404,492) $ 20,454 $ (384,038) Derivative liabilities – noncurrent (110,831) 21,488 (89,343) Total liabilities $ (515,323) $ 41,942 $ (473,381) December 31, 2021 Assets: Derivative assets – current $ 2,983 $ (2,983) $ — Derivative assets – noncurrent 4,834 (4,255) 579 Total assets $ 7,817 $ (7,238) $ 579 Liabilities: Derivative liabilities – current $ (256,508) $ 2,983 $ (253,525) Derivative liabilities – noncurrent (137,726) 4,255 (133,471) Total liabilities $ (394,234) $ 7,238 $ (386,996) |
Schedule of Derivative Contracts on Operations | The amount of gain (loss) recognized in gain (loss) on derivatives in our condensed consolidated statements of operations was as follows for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) Derivatives not designated as hedging instruments: Realized gain (loss) on oil positions $ (90,268) $ (49,121) $ (337,124) $ (115,107) Realized gain (loss) on early settlement of certain oil positions — — — (198,688) Realized gain (loss) on natural gas positions (115,595) (22,653) (259,070) (25,020) Realized gain (loss) on NGL positions (5,849) (20,978) (58,183) (45,146) Realized gain (loss) on interest hedges — (351) — (7,373) Total realized gain (loss) on derivatives (211,712) (93,103) (654,377) (391,334) Unrealized gain (loss) on commodity hedges 416,842 (189,119) 8,812 (501,045) Unrealized gain (loss) on interest hedges — — — 7,347 Total unrealized gain (loss) on derivatives 416,842 (189,119) 8,812 (493,698) Gain (loss) on derivatives $ 205,130 $ (282,222) $ (645,565) $ (885,032) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents the fair value of our derivative assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 by level within the fair value hierarchy: Fair Value Measurement Using Level 1 Level 2 Level 3 Total (in thousands) September 30, 2022 Financial assets: Derivative assets $ — $ 49,062 $ — $ 49,062 Financial liabilities: Derivative liabilities $ — $ (515,323) $ — $ (515,323) December 31, 2021 Financial assets: Derivative assets $ — $ 7,817 $ — $ 7,817 Financial liabilities: Derivative liabilities $ — $ (394,234) $ — $ (394,234) |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of the following as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 (in thousands) Accounts payable and accrued liabilities: Accounts payable $ 138,922 $ 87,336 Accrued lease and asset operating expense 58,582 55,228 Accrued capital expenditures 48,330 60,647 Accrued general and administrative expense 13,936 12,193 Accrued transportation expense 27,539 20,639 Accrued revenue and royalties payable 194,733 75,827 Accrued interest expense 24,615 6,325 Accrued severance taxes 71,207 5,062 Other 18,251 14,624 Total accounts payable and accrued liabilities $ 596,115 $ 337,881 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Balances | The following table summarizes our debt balances as of September 30, 2022 and December 31, 2021: Debt Outstanding Letters of Credit Issued Borrowing Base Maturity (in thousands) September 30, 2022 Revolving Credit Facility $ 685,000 $ 12,224 $ 2,000,000 9/23/2027 7.250% Senior Notes due 2026 700,000 — — 5/1/2026 Less: Unamortized discount and issuance costs (12,666) Total long-term debt $ 1,372,334 December 31, 2021 Revolving Credit Facility $ 543,000 $ 20,653 $ 1,300,000 5/6/2025 7.250% Senior Notes due 2026 500,000 — — 5/1/2026 Less: Unamortized discount and issuance costs (12,594) Total long-term debt $ 1,030,406 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Change in Asset Retirement Obligations | The following table summarizes activity related to our ARO liabilities for the nine months ended September 30, 2022: As of September 30, 2022 (in thousands) Balance at beginning of period $ 266,007 Acquisitions 37,203 Additions 533 Retirements (6,949) Sale (12,718) Change in estimate 1,968 Accretion expense 15,399 Balance at end of period 301,443 Less: current portion (11,321) Balance at end of period, noncurrent portion $ 290,122 |
Incentive Compensation Arrang_2
Incentive Compensation Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Equity-Based Compensation Expense | The following table summarizes compensation expense we recognized in connection with our incentive compensation awards for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) ASC 710 profits interest awards $ 334 $ — $ 834 $ — ASC 718 liability-classified profits interest awards (2,321) 4,834 9,892 13,006 ASC 718 equity-classified profits interest awards — 57 — 1,621 ASC 718 equity-classified RSU awards 399 — 793 — ASC 718 equity-classified PSU awards 7,758 — 15,621 — Total expense (income) $ 6,170 $ 4,891 $ 27,140 $ 14,627 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Income (Loss) per Share | The following table sets forth the computation of basic and diluted net income (loss) per share: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands, except share and per share amounts) Numerator: Net income (loss) $ 555,349 $ (162,043) $ 431,240 $ (601,172) Less: net loss attributable to Predecessor — 160,567 — 585,804 Less: net (income) loss attributable to noncontrolling interests (904) 1,476 (2,087) 15,368 Less: net (income) loss attributable to redeemable noncontrolling interests (436,084) — (341,269) — Net income (loss) attributable to Crescent Energy - basic 118,361 — 87,884 — Add: Reallocation of net income attributable to redeemable noncontrolling interest for the dilutive effect of RSUs 33 — 10 — Net income (loss) attributable to Crescent Energy - diluted $ 118,394 $ — $ 87,894 $ — Denominator: Weighted-average Class A common stock outstanding – basic 43,196,791 42,376,668 Add: dilutive effect of RSUs 13,524 5,173 Weighted-average Class A common stock outstanding – diluted 43,210,315 42,381,841 Weighted-average Class B common stock outstanding – basic and diluted 125,796,892 126,950,234 Net income (loss) per share: Class A common stock – basic $ 2.74 $ 2.07 Class A common stock – diluted $ 2.74 $ 2.07 Class B common stock – basic and diluted $ — $ — |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) state $ / shares shares | Jun. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 state $ / shares shares | Dec. 31, 2021 $ / shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of states in which entity operates | state | 48 | 48 | |||
Preferred stock, par value (in USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Repurchase of noncontrolling interest | $ | $ 4,060 | $ 1,414 | |||
Class A | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Common stock, par value (in USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | 0.0001 | ||
Decrease in number of common stock (in shares) | (6,300) | (6,300) | |||
Shares issued | 600 | ||||
Class B | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Common stock, par value (in USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Decrease in number of common stock (in shares) | 8,900 | ||||
Offering | Class A | Affiliated Entity | Independence Energy Aggregator | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of exchanged units | 6,300 | ||||
Sale of stock, number of shares issued in transaction (in shares) | 5,750 | ||||
Share price (in USD per share) | $ / shares | $ 15 | 15 | |||
Share price, net (in USD per share) | $ / shares | $ 14.1 | $ 14.1 | |||
Offering | Class B | Affiliated Entity | Independence Energy Aggregator | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of common stock shares purchased or canceled (in shares) | 2,600 | ||||
Value of common shares purchased or canceled | $ | $ 36,200 | ||||
OpCo | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Ownership of outstanding shares (as a percent) | 29% | 25% | |||
Repurchase of noncontrolling interest | $ | $ 158,100 | ||||
APIC increase | $ | $ 121,800 | ||||
OpCo | Independence Minerals Holdings LLC And Crescent Energy Finance LLC | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Ownership of outstanding shares (as a percent) | 71% | 75% | |||
Crescent Energy | Class A and Class B | Independence Minerals Holdings LLC | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Ownership interest by noncontrolling owners (as a percent) | 75% | 75% | |||
Crescent Energy | Class A and Class B | Contango | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Ownership interest by noncontrolling owners (as a percent) | 25% | 25% | |||
Crescent Energy | Class B | Independence Minerals Holdings LLC | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Ownership interest by noncontrolling owners (as a percent) | 100% | 100% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 22,478 | $ 128,578 | $ 63,541 | |
Restricted cash – noncurrent | 7,176 | 4,674 | ||
Total cash, cash equivalents and restricted cash | $ 29,654 | $ 135,117 | $ 68,215 | $ 41,420 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Income tax expense | $ 38,455 | $ 393 | $ 34,528 | $ 407 | |||
Effective income tax rate (as a percent) | 6.50% | 7.40% | |||||
Valuation allowance related to NOLs | $ 26,100 | $ 26,100 | $ 26,100 | ||||
Change in deferred taxes related to basis in OpCo | $ (5,599) | $ (46,567) | $ 20,216 | $ 31,900 | |||
Class B | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Decrease in number of common stock (in shares) | 8.9 | ||||||
Class B | Affiliated Entity | Offering | Independence Energy Aggregator L.P [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Number of common stock shares purchased or canceled (in shares) | 2.6 | ||||||
Value of common shares purchased or canceled | $ 36,200 | ||||||
Class B | Common Stock | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Stock issued in merger transactions (in shares) | 127.5 | ||||||
Class A | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Issuance of Class A Units in exchange for the Contributed Entities (in shares) | 0.6 | ||||||
Decrease in number of common stock (in shares) | (6.3) | (6.3) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Adjustments to Redeemable Noncontrolling Interests (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Beginning balance | $ 2,167,413 | $ 2,176,060 | $ 2,325,013 | $ 2,325,013 | |||
Net loss attributable to redeemable noncontrolling interests | 436,084 | 226,662 | (321,477) | $ 0 | 341,269 | $ 0 | |
Contributions | 5,985 | ||||||
Distribution from OpCo | (21,967) | (33,376) | (15,323) | ||||
Accrued OpCo distribution | (9,471) | (16,220) | (10,064) | ||||
Equity-based compensation | 5,999 | 3,282 | 2,931 | ||||
Adjustment of redeemable noncontrolling interests to redemption amount | 194,980 | ||||||
Adjustment of redeemable noncontrolling interests to carrying value | (194,980) | ||||||
Cancellation of OpCo Units associated with Equity Transactions | (158,065) | ||||||
Ending balance | $ 2,419,993 | $ 2,167,413 | $ 2,176,060 | $ 2,419,993 | |||
Class B | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Common stock outstanding (in shares) | 118,645,323 | 127,536,463 | 118,645,323 | 127,536,463 | |||
Class A | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Common stock outstanding (in shares) | 48,282,163 | 48,282,163 | 41,954,385 | ||||
Share price (in USD per share) | $ 17.06 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Supplemental cash flow disclosures: | ||
Interest paid, net of amounts capitalized | $ 44,072 | $ 13,608 |
Income tax (refunds) payments | 7,864 | 407 |
Non-cash investing and financing activities: | ||
Capital expenditures included in accounts payable and accrued liabilities | 78,080 | 36,568 |
Equity consideration for acquisitions, net of cash acquired | 0 | 7,164 |
April 2021 Exchange | 0 | 62,051 |
Noncontrolling Interest Carve-out | 0 | (121,872) |
Capitalized non-cash equity-based compensation | $ 0 | $ 3,373 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Acquisitions Narrative (Details) | 1 Months Ended | 9 Months Ended | |||
Mar. 31, 2022 USD ($) $ / bbl | Dec. 31, 2021 USD ($) shares | Mar. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | Feb. 28, 2022 USD ($) | |
Business Acquisition [Line Items] | |||||
Derivative swap price (in USD per bbl) | $ / bbl | 75 | ||||
Notional amount of derivative | $ 54,100,000 | ||||
Repurchase of treasury shares (in shares) | shares | 1,150,991 | ||||
Goodwill | $ 76,564,000 | $ 76,826,000 | |||
Equity method investment | 15,415,000 | 14,509,000 | |||
Exaro | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | 6,800,000 | ||||
Chama | |||||
Business Acquisition [Line Items] | |||||
Gain on deconsolidation of assets and liabilities | 4,500,000 | ||||
Equity method investment | 4,100,000 | ||||
Line of Credit | Revolving Credit Facility | |||||
Business Acquisition [Line Items] | |||||
Borrowing base of credit facility | 1,800,000,000 | ||||
Committed amount of credit facility | 1,300,000,000 | ||||
Debt issuance costs | 13,400,000 | ||||
Chama | |||||
Business Acquisition [Line Items] | |||||
Ownership interest by noncontrolling owners (as a percent) | 9.40% | ||||
Fair value of ownership in noncontrolling interest | $ 3,800,000 | ||||
Chama | Board of Directors Chairman | |||||
Business Acquisition [Line Items] | |||||
Ownership interest by noncontrolling owners (as a percent) | 17.50% | ||||
Uinta Transaction | |||||
Business Acquisition [Line Items] | |||||
Cash consideration paid for asset acquisition | 621,300,000 | ||||
Additional proved oil and natural gas properties recorded as part of asset acquisition | 852,500,000 | ||||
Derivative liabilities assumed | 179,700,000 | ||||
Accounts payable assumed | 14,300,000 | ||||
Asset retirement liability assumed | $ 37,200,000 | ||||
Central Basin Platform | |||||
Business Acquisition [Line Items] | |||||
Cash consideration paid for asset acquisition | 60,400,000 | ||||
Additional proved oil and natural gas properties recorded as part of asset acquisition | 73,700,000 | ||||
ARO asset recorded as part of asset acquisition | 12,600,000 | ||||
DJ Basin Acquisition | |||||
Business Acquisition [Line Items] | |||||
Cash consideration paid for asset acquisition | $ 60,800,000 | ||||
Purchase price allocation, proved oil and gas properties (as a percent) | 35.60% | ||||
Purchase price allocation, unproved oil and gas properties (as a percent) | 64.40% | ||||
Contango | |||||
Business Acquisition [Line Items] | |||||
Fair value of consideration transferred | 654,616,000 | ||||
Increase in accounts receivable, net | 5,800,000 | ||||
Reduction in oil and natural gas proved properties | 200,000 | ||||
Increase in accounts payable and accrued liabilities | $ 5,800,000 | ||||
Goodwill | 76,826,000 | ||||
Goodwill expected to be deductible for tax purposes | $ 0 | ||||
Contango | Class A | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred, equity interests issued and issuable (in shares) | shares | 39,834,461 | ||||
Stock issued to settle acquiree equity based compensation plans (in shares) | shares | 3,270,915 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Estimated Fair Value of Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Dec. 31, 2021 | Sep. 30, 2022 | |
Assets acquired and liabilities assumed: | ||
Goodwill | $ 76,564 | $ 76,826 |
Contango | ||
Consideration transferred: | ||
Equity consideration | 654,616 | |
Total | 654,616 | |
Assets acquired and liabilities assumed: | ||
Cash and cash equivalents | 14,202 | |
Accounts receivable, net | 151,533 | |
Prepaid and other current assets | 8,275 | |
Oil and natural gas properties – proved | 1,001,942 | |
Field and other property and equipment | 6,955 | |
Investment in equity affiliates | 15,047 | |
Goodwill | 76,826 | |
Other assets | 3,514 | |
Accounts payable and accrued liabilities | (192,534) | |
Derivative liabilities – current | (44,002) | |
Long-term debt | (140,000) | |
Deferred tax liability | (83,250) | |
Derivative liabilities – noncurrent | (14,592) | |
Asset retirement obligations | (142,100) | |
Other liabilities | (7,200) | |
Fair value of net assets acquired | $ 654,616 |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Divestitures Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | May 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Gain on sale of assets | $ 127 | $ 1 | $ 5,114 | $ 9,418 | |||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Claiborne Parish Divestiture | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Cash consideration, net of closing adjustments | $ 4,300 | ||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Arkoma Basin Divestiture | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Cash consideration, net of closing adjustments | $ 22,100 | ||||||
Gain on sale of assets | $ 8,800 |
Derivatives - Net Volume Positi
Derivatives - Net Volume Positions by Commodity (Details) bbl in Thousands, MMBTU in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) MMBTU $ / bbl $ / MMBTU bbl | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Fair Value | $ (466,261) |
2022 | Swap | Crude Oil | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Volumes (Bbls) | bbl | 364 |
Weighted Average Fixed Price (in USD per unit) | $ / bbl | 1.08 |
Fair Value | $ 31 |
2022 | Swap | Crude Oil | WTI | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Volumes (Bbls) | bbl | 3,301 |
Weighted Average Fixed Price (in USD per unit) | $ / bbl | 64.08 |
Fair Value | $ (46,646) |
2022 | Swap | Crude Oil | Brent | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Volumes (Bbls) | bbl | 126 |
Weighted Average Fixed Price (in USD per unit) | $ / bbl | 56.36 |
Fair Value | $ (3,377) |
2022 | Swap | Natural Gas | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Volumes (MBtu) | MMBTU | 20,180 |
Weighted Average Fixed Price (in USD per unit) | $ / bbl | 2.78 |
Fair Value | $ (82,379) |
2022 | Swap | Natural gas liquids | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Volumes (Bbls) | bbl | 736 |
Weighted Average Fixed Price (in USD per unit) | $ / bbl | 32.55 |
Fair Value | $ 95 |
2022 | Basis Swap | Crude Oil | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Volumes (Bbls) | bbl | 1,413 |
Weighted Average Fixed Price (in USD per unit) | $ / bbl | (0.15) |
Fair Value | $ (3,252) |
2022 | Basis Swap | Natural Gas | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Volumes (MBtu) | MMBTU | 6,230 |
Weighted Average Fixed Price (in USD per unit) | $ / MMBTU | (0.16) |
Fair Value | $ 2,766 |
2023 | Swap | Crude Oil | WTI | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Volumes (Bbls) | bbl | 9,710 |
Weighted Average Fixed Price (in USD per unit) | $ / bbl | 60 |
Fair Value | $ (115,421) |
2023 | Swap | Crude Oil | Brent | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Volumes (Bbls) | bbl | 527 |
Weighted Average Fixed Price (in USD per unit) | $ / bbl | 52.52 |
Fair Value | $ (12,202) |
2023 | Swap | Natural Gas | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Volumes (MBtu) | MMBTU | 62,248 |
Weighted Average Fixed Price (in USD per unit) | $ / bbl | 2.73 |
Fair Value | $ (165,728) |
2023 | Swap | Natural gas liquids | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Volumes (Bbls) | bbl | 1,379 |
Weighted Average Fixed Price (in USD per unit) | $ / bbl | 40.80 |
Fair Value | $ 13,745 |
2023 | Collar | Crude Oil | WTI | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Volumes (Bbls) | bbl | 1,155 |
Fair Value | $ (18,071) |
2023 | Collar | Natural Gas | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Volumes (MBtu) | MMBTU | 550 |
Fair Value | $ (1,725) |
2023 | Collar | Minimum | Crude Oil | WTI | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Weighted Average Fixed Price (in USD per unit) | $ / bbl | 48.68 |
2023 | Collar | Minimum | Natural Gas | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Weighted Average Fixed Price (in USD per unit) | $ / MMBTU | 2.63 |
2023 | Collar | Maximum | Crude Oil | WTI | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Weighted Average Fixed Price (in USD per unit) | $ / bbl | 57.87 |
2023 | Collar | Maximum | Natural Gas | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Weighted Average Fixed Price (in USD per unit) | $ / MMBTU | 3.01 |
2024 | Swap | Crude Oil | WTI | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Volumes (Bbls) | bbl | 5,721 |
Weighted Average Fixed Price (in USD per unit) | $ / bbl | 63.82 |
Fair Value | $ (16,008) |
2024 | Swap | Crude Oil | Brent | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Volumes (Bbls) | bbl | 276 |
Weighted Average Fixed Price (in USD per unit) | $ / bbl | 68.65 |
Fair Value | $ (868) |
2024 | Swap | Natural Gas | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Volumes (MBtu) | MMBTU | 9,604 |
Weighted Average Fixed Price (in USD per unit) | $ / bbl | 4.14 |
Fair Value | $ (5,247) |
2024 | Collar | Natural Gas | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Volumes (MBtu) | MMBTU | 18,300 |
Fair Value | $ (11,974) |
2024 | Collar | Minimum | Natural Gas | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Weighted Average Fixed Price (in USD per unit) | $ / MMBTU | 3.38 |
2024 | Collar | Maximum | Natural Gas | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Weighted Average Fixed Price (in USD per unit) | $ / MMBTU | 4.56 |
Derivatives - Netting Arrangeme
Derivatives - Netting Arrangements (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Gross Fair Value | $ 49,062 | $ 7,817 |
Effect of Counterparty Netting | (41,942) | (7,238) |
Net Carrying Value | 7,120 | 579 |
Liabilities: | ||
Gross Fair Value | (515,323) | (394,234) |
Effect of Counterparty Netting | 41,942 | 7,238 |
Net Carrying Value | (473,381) | (386,996) |
Derivative assets – current | ||
Assets: | ||
Gross Fair Value | 27,574 | 2,983 |
Effect of Counterparty Netting | (20,454) | (2,983) |
Net Carrying Value | 7,120 | 0 |
Derivative assets – noncurrent | ||
Assets: | ||
Gross Fair Value | 21,488 | 4,834 |
Effect of Counterparty Netting | (21,488) | (4,255) |
Net Carrying Value | 0 | 579 |
Derivative liabilities – current | ||
Liabilities: | ||
Gross Fair Value | (404,492) | (256,508) |
Effect of Counterparty Netting | 20,454 | 2,983 |
Net Carrying Value | (384,038) | (253,525) |
Derivative liabilities – noncurrent | ||
Liabilities: | ||
Gross Fair Value | (110,831) | (137,726) |
Effect of Counterparty Netting | 21,488 | 4,255 |
Net Carrying Value | $ (89,343) | $ (133,471) |
Derivatives - Gain (Loss) on De
Derivatives - Gain (Loss) on Derivatives Included in Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) on derivatives | $ 205,130 | $ (282,222) | $ (645,565) | $ (885,032) |
Not Designated as Hedging Instrument | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total realized gain (loss) on derivatives | (211,712) | (93,103) | (654,377) | (391,334) |
Unrealized gain (loss) on derivatives | 416,842 | (189,119) | 8,812 | (493,698) |
Gain (loss) on derivatives | 205,130 | (282,222) | (645,565) | (885,032) |
Interest Hedges | Not Designated as Hedging Instrument | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Realized gain (loss) on derivatives, cash settled | 0 | (351) | 0 | (7,373) |
Unrealized gain (loss) on derivatives | 0 | 0 | 0 | 7,347 |
Commodity Hedges | Not Designated as Hedging Instrument | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Unrealized gain (loss) on derivatives | 416,842 | (189,119) | 8,812 | (501,045) |
Oil | Energy Hedges | Not Designated as Hedging Instrument | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Realized gain (loss) on derivatives, cash settled | (90,268) | (49,121) | (337,124) | (115,107) |
Realized gain (loss) on derivatives, early settlement | 0 | 0 | 0 | (198,688) |
Natural Gas | Energy Hedges | Not Designated as Hedging Instrument | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Realized gain (loss) on derivatives, cash settled | (115,595) | (22,653) | (259,070) | (25,020) |
Natural gas liquids | Energy Hedges | Not Designated as Hedging Instrument | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Realized gain (loss) on derivatives, cash settled | $ (5,849) | $ (20,978) | $ (58,183) | $ (45,146) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Financial assets: | ||
Derivative assets | $ 49,062 | $ 7,817 |
Financial Liabilities: | ||
Derivative liabilities | (515,323) | (394,234) |
Level 1 | ||
Financial assets: | ||
Derivative assets | 0 | 0 |
Financial Liabilities: | ||
Derivative liabilities | 0 | 0 |
Level 2 | ||
Financial assets: | ||
Derivative assets | 49,062 | 7,817 |
Financial Liabilities: | ||
Derivative liabilities | (515,323) | (394,234) |
Level 3 | ||
Financial assets: | ||
Derivative assets | 0 | 0 |
Financial Liabilities: | ||
Derivative liabilities | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Fair value based on quoted market prices | $ 629.6 | $ 521.5 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 138,922 | $ 87,336 |
Accrued lease and asset operating expense | 58,582 | 55,228 |
Accrued capital expenditures | 48,330 | 60,647 |
Accrued general and administrative expense | 13,936 | 12,193 |
Accrued transportation expense | 27,539 | 20,639 |
Accrued revenue and royalties payable | 194,733 | 75,827 |
Accrued interest expense | 24,615 | 6,325 |
Accrued severance taxes | 71,207 | 5,062 |
Other | 18,251 | 14,624 |
Total accounts payable and accrued liabilities | $ 596,115 | $ 337,881 |
Debt - Senior Notes (Details)
Debt - Senior Notes (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Feb. 28, 2022 | May 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Proceeds from the issuance of Senior Notes, after premium, discount and underwriting fees | $ 199,250,000 | $ 490,625,000 | ||
7.250% Senior Notes due 2026 | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate (as a percent) | 7.25% | |||
Proceeds from the issuance of Senior Notes, after premium, discount and underwriting fees | $ 200,000,000 | |||
7.250% Senior Notes due 2026 | Senior Notes | On or After May 1, 2023 | ||||
Debt Instrument [Line Items] | ||||
Percentage of principal amount redeemable (as a percent) | 40% | |||
Redemption price, percentage (as a percent) | 107.25% | |||
7.250% Senior Notes due 2026 | Senior Notes | Prior to May 1, 2023 | ||||
Debt Instrument [Line Items] | ||||
Redemption price, percentage (as a percent) | 100% | |||
7.250% Senior Notes due 2026 | Senior Notes | Independence Energy Finance LLC | ||||
Debt Instrument [Line Items] | ||||
Face amount of debt instrument | $ 500,000,000 | |||
Stated interest rate (as a percent) | 7.25% | |||
7.250% Senior Notes due 2026 | New Notes | Independence Energy Finance LLC | ||||
Debt Instrument [Line Items] | ||||
Proportion of face amount (as a percent) | 101% |
Debt - Revolving Credit Facilit
Debt - Revolving Credit Facility (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |||
May 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 01, 2021 | May 31, 2021 | |
Debt Instrument [Line Items] | |||||
Letters of credit outstanding | $ 12,224 | $ 20,653 | |||
Line of Credit | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Committed amount of credit facility | 1,300,000 | $ 700,000 | |||
Borrowing base | 1,300,000 | ||||
Maximum credit amount | $ 3,000,000 | $ 1,500,000 | |||
Basis spread on variable rate, period decrease | 0.50% | ||||
Minimum mortgage maintenance rate of net present value (as a percent) | 85% | ||||
Discount rate (as a percent) | 9% | ||||
Minimum aggregate purchase price of the effective borrowing base (as a percent) | 5% | ||||
Unused capacity commitment fee (as a percent) | 0.50% | ||||
Weighted-average interest rate (as a percent) | 5.39% | ||||
Line of Credit | Line of Credit | Secured Overnight Financing Rate (SOFR) | Minimum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, variable rate (as percent) | 2.35% | ||||
Line of Credit | Line of Credit | Secured Overnight Financing Rate (SOFR) | Maximum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, variable rate (as percent) | 3.35% | ||||
Line of Credit | Line of Credit | Base Rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, variable rate (as percent) | 1.25% | ||||
Line of Credit | Line of Credit | Base Rate | Maximum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, variable rate (as percent) | 2.25% | ||||
Revolving Credit Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Borrowing base | $ 2,000,000 | $ 1,300,000 | |||
Borrowings under credit facility | 685,000 | ||||
Letter of Credit | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Letters of credit outstanding | $ 12,200 |
Debt - Summary (Details)
Debt - Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | May 31, 2021 |
Debt Instrument [Line Items] | |||
Less: Unamortized discount and issuance costs | $ (12,666) | $ (12,594) | |
Total long-term debt | 1,372,334 | 1,030,406 | |
Letters of Credit Issued | 12,224 | 20,653 | |
Line of Credit | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 685,000 | 543,000 | |
Borrowing Base | 2,000,000 | 1,300,000 | |
Senior Notes | 7.250% Senior Notes due 2026 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (as a percent) | 7.25% | ||
Long-term debt, gross | $ 700,000 | $ 500,000 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Balance at beginning of period | $ 266,007 | |
Acquisitions | 37,203 | |
Additions | 533 | |
Retirements | (6,949) | |
Sale | (12,718) | |
Change in estimate | 1,968 | |
Accretion expense | 15,399 | |
Balance at end of period | 301,443 | |
Less: current portion | (11,321) | |
Balance at end of period, noncurrent portion | $ 290,122 | $ 258,102 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Feb. 14, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Civil penalty expense | $ 0.9 |
Incentive Compensation Arrang_3
Incentive Compensation Arrangements - Equity-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total expense (income) | $ 6,170 | $ 4,891 | $ 27,140 | $ 14,627 |
ASC 710 profits interest awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total expense (income) | 334 | 0 | 834 | 0 |
ASC 718 liability-classified profits interest awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total expense (income) | (2,321) | 4,834 | 9,892 | 13,006 |
ASC 718 equity-classified profits interest awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total expense (income) | 0 | 57 | 0 | 1,621 |
ASC 718 equity-classified RSU awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total expense (income) | 399 | 0 | 793 | 0 |
ASC 718 equity-classified PSU awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total expense (income) | $ 7,758 | $ 0 | $ 15,621 | $ 0 |
Incentive Compensation Arrang_4
Incentive Compensation Arrangements - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | |
Class A | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Decrease in number of common stock (in shares) | 6,300,000 | 6,300,000 | |
Issuance of Class A Units in exchange for the Contributed Entities (in shares) | 600,000 | ||
Restricted Stock Units (RSUs) | Directors, Officers and Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 130,334 | ||
Granted (in USD per share) | $ 18.41 | ||
ASC 718 equity-classified PSU awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance/vesting period | 3 years | ||
Target receipt as proportion of common stock issued and outstanding (as a percent) | 2% | ||
Additional expense recognized | $ 0.2 | $ 0.2 | |
Phantom Share Units (PSUs) | Class A | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issuance of Class A Units in exchange for the Contributed Entities (in shares) | 600,000 | ||
Minimum | ASC 718 liability-classified profits interest awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance/vesting period | 1 year | ||
Minimum | ASC 718 equity-classified profits interest awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance/vesting period | 1 year | ||
Minimum | Restricted Stock Units (RSUs) | Directors, Officers and Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance/vesting period | 1 year | ||
Minimum | ASC 718 equity-classified PSU awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Value of awards as proportion of common stock value (as a percent) | 0% | ||
Maximum | ASC 718 liability-classified profits interest awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance/vesting period | 4 years | ||
Maximum | ASC 718 equity-classified profits interest awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance/vesting period | 4 years | ||
Maximum | Restricted Stock Units (RSUs) | Directors, Officers and Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance/vesting period | 3 years | ||
Maximum | ASC 718 equity-classified PSU awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Value of awards as proportion of common stock value (as a percent) | 240% |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 USD ($) | May 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) tranche | Apr. 01, 2021 shares | |
Related Party Transaction [Line Items] | |||||||||
Accrued distribution | $ 9,471 | $ 16,220 | $ 10,064 | ||||||
Affiliated Entity | KCM | Offering | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from underwrite discounts and commissions | $ 1,300 | ||||||||
Affiliated Entity | Management Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Agreement initial term (years) | 3 years | ||||||||
Agreement additional initial term (years) | 3 years | ||||||||
General and administrative expense | 3,800 | $ 10,400 | |||||||
Accrued distribution | 10,000 | 22,800 | |||||||
Accrual to redeemable noncontrolling interests | $ 9,500 | 9,500 | 9,500 | ||||||
Affiliated Entity | Management Agreement, Annual Compensation to Manager | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amount of related party transaction | 15,400 | ||||||||
Affiliated Entity | Management Agreement, Ownership of Subsidiary | OpCo | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amount of related party transaction | $ 53,300 | ||||||||
Affiliated Entity | Management Agreement, Compensation Increase | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction rate (as a percent) | 1.50% | ||||||||
Affiliated Entity | Management Agreement, Incentive Compensation | |||||||||
Related Party Transaction [Line Items] | |||||||||
General and administrative expense | $ 7,800 | $ 15,600 | |||||||
Incentive target rate (as a percent) | 10% | ||||||||
Number of tranches | tranche | 5 | ||||||||
Incentive compensation settled period (years) | 5 years | ||||||||
Incentive compensation settled rate (as a percent) | 2% | 2% | 2% | ||||||
Affiliated Entity | Management Agreement, Incentive Compensation | Minimum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Initial target amount (as a percent) | 0% | 0% | 0% | ||||||
Affiliated Entity | Management Agreement, Incentive Compensation | Maximum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Initial target amount (as a percent) | 4.80% | 4.80% | 4.80% | ||||||
Affiliated Entity | Oil and gas investments | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amount due from related party | $ 300 | $ 300 | $ 3,300 | $ 300 | |||||
Amount due to related party | 39,700 | 39,700 | 7,000 | 39,700 | |||||
Affiliated Entity | Other Transactions - New Notes | KKR Capital Markets LLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amount of related party transaction | 700 | ||||||||
Affiliated Entity | Other Transactions - Debt Amendment | KKR Capital Markets LLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amount of related party transaction | 1,500 | 1,500 | |||||||
Affiliated Entity | FDL - Management Agreement | FDL | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from (to) related party | 16,900 | ||||||||
Ownership interest exchanged (as a percent) | 100% | ||||||||
Affiliated Entity | FDL - Management Agreement | FDL | Class A | |||||||||
Related Party Transaction [Line Items] | |||||||||
Asset exchange, units issued (in shares) | shares | 9,508 | ||||||||
Ownership interest (as a percent) | 0.77% | ||||||||
Purchases from related party | $ 8,800 | ||||||||
Affiliated Entity | Oil And Natural Gas Property Operating And Services Agreement, Additional Wind Down Costs | FDL | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amount of related party transaction | $ 6,700 | ||||||||
Expenses from transactions with related party | $ 3,300 | ||||||||
Escrow deposit | $ 2,300 | $ 2,300 | $ 2,300 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) | 9 Months Ended |
Sep. 30, 2022 class | |
Earnings Per Share [Abstract] | |
Number of classes of equity | 2 |
Earnings Per Share - Summary (D
Earnings Per Share - Summary (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||||
Net income (loss) | $ 555,349 | $ (162,043) | $ 431,240 | $ (601,172) | ||
Less: net loss attributable to Predecessor | 0 | 160,567 | 0 | 585,804 | ||
Less: net (income) loss attributable to noncontrolling interests | (904) | 1,476 | (2,087) | 15,368 | ||
Less: net (income) loss attributable to redeemable noncontrolling interests | (436,084) | $ (226,662) | $ 321,477 | 0 | (341,269) | 0 |
Net income (loss) attributable to Crescent Energy - basic | 118,361 | 0 | 87,884 | 0 | ||
Add: Reallocation of net income attributable to redeemable noncontrolling interest for the dilutive effect of RSUs | 33 | 0 | 10 | 0 | ||
Net income (loss) attributable to Crescent Energy - diluted | $ 118,394 | $ 0 | $ 87,894 | $ 0 | ||
Denominator: | ||||||
Add: dilutive effect of RSUs (in shares) | 13,524 | 5,173 | ||||
Class A | ||||||
Denominator: | ||||||
Weighted-average common stock outstanding - basic (in shares) | 43,196,791 | 42,376,668 | ||||
Weighted-average common stock outstanding - diluted (in shares) | 43,210,315 | 42,381,841 | ||||
Net income (loss) per share: | ||||||
Common stock - basic (in USD per share) | $ 2.74 | $ 2.07 | ||||
Common stock - diluted (in USD per share) | $ 2.74 | $ 2.07 | ||||
Class B | ||||||
Denominator: | ||||||
Weighted-average common stock outstanding - basic (in shares) | 125,796,892 | 126,950,234 | ||||
Weighted-average common stock outstanding - diluted (in shares) | 125,796,892 | 126,950,234 | ||||
Net income (loss) per share: | ||||||
Common stock - basic (in USD per share) | $ 0 | $ 0 | ||||
Common stock - diluted (in USD per share) | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 09, 2022 | Nov. 04, 2022 | Sep. 30, 2022 |
Permian Basin | Disposal Group, Held-for-sale, Not Discontinued Operations | |||
Subsequent Event [Line Items] | |||
Net assets to be disposed of | $ 77.7 | ||
ARO liability | $ 3.9 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Common stock dividends declared per share (in USD per share) | $ 0.17 | ||
Annual common stock dividends per share (in USD per share) | $ 0.68 | ||
Subsequent Event | Permian Basin | Disposal Group, Held-for-sale, Not Discontinued Operations | |||
Subsequent Event [Line Items] | |||
Consideration received on disposition | $ 80 |