Crescent Energy Reports Pro Forma Financial and Operational Results for the Nine Month Period Ended September 30, 2021 Related to the Combination of Independence and Contango
Crescent Energy Company (NYSE: CRGY) announced its pro forma financial results for the nine months ended September 30, 2021, following its merger with Independence Energy and Contango Oil & Gas. The company reported annualized production of 115 MBoe/d and total revenues of $1.25 billion, despite a net loss of $678 million due to significant unrealized derivative losses. Crescent emphasizes a disciplined capital expenditure program, achieving $286 million in levered free cash flow. Looking ahead, Crescent plans to initiate quarterly dividends based on adjusted EBITDAX and release annual guidance early 2022.
- Achieved strong pro forma financial results with total revenues of $1.25 billion.
- Reported a levered free cash flow of $286 million for the nine-month period.
- Maintained a robust balance sheet with a net debt to annualized adjusted EBITDAX ratio of 1.3x.
- Reported a net loss of $678 million, largely attributed to $592 million in unrealized derivative losses.
- The company executed costly early settlements of derivative contracts, totaling $199 million.
Results Demonstrate Continued Strong Execution of Cash Flow Focused Investment Strategy
Crescent Remains Well-Positioned for Long-Term Value Creation Through Cycles
Highlights and Recent Developments
- Formed Crescent Energy on
- Delivered strong pro forma financial results underpinned by predictable, low-decline PDP Base
- Implemented a disciplined capex program focused on risk-adjusted returns
- Reduced risk via balance sheet strength and a consistent commodity hedging program
- Executed on its consolidation strategy, closing three acquisitions in 2H’21 including Contango
- Financial Highlights for the Year to Date and Annualized Period:
|
9 Months Ended |
Annualized |
Production |
115 MBoe/d |
|
% Liquids |
|
|
% Hedged (Predecessor Only) |
|
|
Total Revenues (GAAP) |
|
|
Net Loss (GAAP)1 |
|
NM |
Adj. EBITDAX (non-GAAP)2 |
|
|
Levered Free Cash Flow (non-GAAP) 2 |
|
|
Unhedged Adj. EBITDAX (non-GAAP)2 |
|
|
Net Debt |
|
|
Net Debt / Annualized Adj. EBITDAX |
1.3x |
|
Net Debt / Ann. Unhedged Adj. EBITDAX |
0.9x |
- 2022 Outlook:
-
Targets quarterly dividends of approximately
10% of Adjusted EBITDAX3 and intends to pay a dividend in the first quarter of 2022, based on fourth quarter 2021 Adjusted EBITDAX -
Low decline asset base with
15% estimated 2022 proved developed producing (PDP) decline rate -
Modest capital requirements with
45% average historical re-investment rate4 since 2014 - Plans to release 2022 annual guidance early in the first quarter of 2022
A summary of certain pro forma financial statements related to the business combination between Independence and Contango are provided in this release. Please refer to the Current Report on Form 8-K/A filed on
Generated Impressive Results on a Pro Forma Basis
Total pro forma production averaged 115 thousand barrels of oil equivalent per day (“MBoe/d”) for the Year to Date Period, with pro forma liquids production totaling 66 thousand barrels per day, or
Pro forma total revenues and net loss for the Year to Date Period totaled
Pro forma Adjusted Unhedged EBITDAX and pro forma Adjusted EBITDAX for the Year to Date Period totaled
Strong Financial Position on a Pro Forma Combined Basis
As of
Upon the closing of the merger with Contango, the Company’s borrowing base increased to
Pro Forma Capitalization as of (in millions) |
|
||
Cash & Cash Equivalents |
$ |
67 |
|
|
|
||
Borrowings Under Crescent Credit Facility |
$ |
397 |
|
|
|
500 |
|
Total Principal Debt Outstanding |
$ |
897 |
|
Net Debt |
|
830 |
|
|
|
||
Liquidity: |
|
||
Elected Commitment Under Crescent Credit Facility |
$ |
700 |
|
Less: Borrowings Under Crescent Credit Facility |
|
(397) |
|
Plus: Cash & Cash Equivalents |
|
67 |
|
Less: Letters of Credit |
|
(21) |
|
Total Liquidity |
$ |
349 |
|
|
|
||
Leverage: |
|
||
Net Debt / Annualized Adj. EBITDAX ( |
1.3x |
||
Net Debt / Annualized Unhedged Adj. EBITDAX ( |
0.9x |
||
|
|
||
Total Class A and Class B Shares Outstanding (MM) |
|
170.6 |
Acquisitions and Divestitures
On
Crescent closed three transactions in the second half of 2021, including two asset acquisitions (for approximately
Transaction |
Closing |
Asset |
Market Theme |
Gas-Weighted PDP Asset |
Q3 2021 |
Rockies |
Large-Cap Divestiture |
High-Margin Conventional Asset |
Q4 2021 |
Rockies and Permian |
|
|
Q4 2021 |
Rockies, Permian
|
Strategic M&A |
Dividend Policy
Crescent targets quarterly dividends of approximately
2022 Guidance
The Company plans to release its 2022 outlook early in the first quarter 2022.
Risk Management - Pro Forma Commodity Hedging5
The following table details the Company’s open commodity derivative contracts as of
Crude Oil |
Natural Gas |
NGLs |
||||
|
Hedged
|
Weighted Average
|
Hedged
|
Weighted Average
|
Hedged
|
Weighted Average
|
Q4 2021 |
3,082 |
|
23,135 |
|
969 |
|
Q1 2022 |
2,985 |
|
22,534 |
|
914 |
|
Q2 2022 |
2,789 |
|
21,690 |
|
873 |
|
Q3 2022 |
2,645 |
|
20,634 |
|
610 |
|
Q4 2022 |
2,545 |
|
20,180 |
|
587 |
|
Q1 2023 |
2,378 |
|
18,289 |
|
|
|
Q2 2023 |
2,088 |
|
15,914 |
|
|
|
Q3 2023 |
1,870 |
|
11,931 |
|
|
|
Q4 2023 |
1,818 |
|
11,145 |
|
|
|
Q1 2024 |
1,387 |
|
2,394 |
|
|
|
Q2 2024 |
1,269 |
|
2,390 |
|
|
|
Q3 2024 |
451 |
|
2,412 |
|
|
|
Q4 2024 |
58 |
|
2,408 |
|
About
Cautionary Statement Regarding Forward-Looking Information
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on current expectations. The words and phrases “should”, “could”, “may”, “will”, “believe”, “plan”, “intend”, “expect”, “potential”, “possible”, “anticipate”, “estimate”, “forecast”, “view”, “efforts”, “goal” and similar expressions identify forward-looking statements and express the Company’s expectations about future events. All statements, other than statements of historical facts, included in this communication that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the Company’s control. Such risks and uncertainties include, but are not limited to, weather, political, economic and market conditions, including a decline in the price and market demand for natural gas, natural gas liquids and crude oil, the impact of pandemics such as COVID-19, actions by the
Selected Unaudited Pro Forma Condensed Combined Financial Information
The following selected unaudited pro forma condensed combined financial information of Crescent (the “selected pro forma information”) is based on the historical financial statements of Independence, as its predecessor. Under the acquisition method of accounting, Contango’s assets acquired and liabilities assumed by Crescent will be recorded at their fair values measured as of the acquisition date. The excess, if any, of the purchase price over the estimated fair values of Contango’s assets acquired and liabilities assumed will be recorded as goodwill.
The selected pro forma information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial statements of Crescent included in the Current Report on Form 8-K/A filed on
The selected pro forma information has been presented for informational purposes only and is not necessarily indicative of what Crescent’s actual financial position or results of operations would have been had the Pro Forma Transactions been completed as of the dates indicated. In addition, the selected pro forma information does not purport to project the future financial position or operating results of the post-combination business. The following table presents Crescent’s selected unaudited pro forma financial and operating data for the periods indicated:
Crescent Pro Forma Combined Income Statement
(in thousands, except per share data) |
For the nine
|
For the year
|
|||
REVENUES: |
|
|
|||
Oil and condensate sales |
$ |
776,456 |
$ |
672,610 |
|
Natural gas sales |
|
284,247 |
|
208,288 |
|
Natural gas liquids sales |
|
156,891 |
|
103,888 |
|
Midstream and other |
|
36,501 |
|
49,805 |
|
Total revenues |
|
1,254,095 |
|
1,034,591 |
|
EXPENSES: |
|
|
|||
Operating expense |
|
530,735 |
|
671,625 |
|
Depreciation, depletion and amortization |
|
300,285 |
|
556,644 |
|
Impairment and abandonment of oil and natural gas properties |
|
712 |
|
657,925 |
|
Exploration expense |
|
1,288 |
|
17,032 |
|
Midstream operating expense |
|
8,716 |
|
9,092 |
|
General and administrative expense |
|
95,486 |
|
145,089 |
|
Gain on sale of assets |
|
(9,879) |
|
(3,849) |
|
Total expenses |
|
927,343 |
|
2,053,558 |
|
OTHER INCOME (EXPENSE): |
|
|
|||
Interest expense |
|
(47,270) |
|
(63,347) |
|
Gain (loss) on derivatives |
|
(1,004,580) |
|
238,905 |
|
Gain (loss) from investment in affiliates, net of income taxes |
|
(1,897) |
|
27 |
|
Gain on extinguishment of debt |
|
3,369 |
|
- |
|
Other income |
|
3,655 |
|
1,769 |
|
Total other income (expense) |
|
(1,046,723) |
|
177,354 |
|
NET LOSS BEFORE INCOME TAXES |
|
(719,971) |
|
(841,613) |
|
Income tax benefit |
|
41,859 |
|
42,183 |
|
NET LOSS |
|
(678,112) |
|
(799,430) |
|
Less: Net (income) loss attributable to noncontrolling interests |
|
531,361 |
|
619,613 |
|
NET LOSS ATTRIBUTABLE TO COMPANY |
$ |
(146,751) |
$ |
(179,817) |
|
|
|
|
|||
NET LOSS PER SHARE: |
|
|
|||
Class A - basic and diluted |
$ |
(3.40) |
$ |
(4.17) |
|
Class B - basic and diluted |
$ |
- |
$ |
- |
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: |
|
|
|||
Class A - basic and diluted |
|
43,099 |
|
43,099 |
|
Class B - basic and diluted |
|
127,536 |
|
127,536 |
Crescent Pro Forma Combined Balance Sheet
(in thousands, except share data) |
As of
|
|
CURRENT ASSETS: |
|
|
Cash and cash equivalents |
$ |
66,625 |
Accounts receivable, net |
|
273,717 |
Accounts receivable - affiliates |
|
5,423 |
Drilling advances |
|
6,212 |
Prepaid and other assets |
|
15,055 |
Total current assets |
|
367,032 |
PROPERTY, PLANT AND EQUIPMENT: |
|
|
Oil and natural gas properties, successful efforts method of accounting: |
|
|
Proved properties |
|
5,977,005 |
Unproved properties |
|
313,259 |
Other property & equipment |
|
136,968 |
Accumulated depreciation, depletion, amortization and impairment |
|
(1,863,981) |
Total property, plant and equipment, net |
|
4,563,251 |
OTHER NON-CURRENT ASSETS: |
|
|
Investments in affiliates |
|
4,896 |
|
|
106,523 |
Right-of-use lease assets |
|
3,673 |
Other assets |
|
23,152 |
Total other non-current assets |
|
138,244 |
TOTAL ASSETS |
$ |
5,068,527 |
|
|
|
CURRENT LIABILITIES: |
|
|
Accounts payable and accrued liabilities |
$ |
359,265 |
Accounts payable - affiliates |
|
3,942 |
Derivative liabilities - current |
|
417,255 |
Current asset retirement obligations |
|
5,193 |
Other current liabilities |
|
3,726 |
Total current liabilities |
|
789,381 |
NON-CURRENT LIABILITIES: |
|
|
Long-term debt |
|
883,531 |
Derivative liabilities - noncurrent |
|
168,068 |
Asset retirement obligations |
|
232,565 |
Lease liabilities |
|
3,673 |
Deferred tax liabilities |
|
145,812 |
Other liabilities |
|
27,798 |
Total non-current liabilities |
|
1,461,447 |
TOTAL LIABILITIES |
|
2,250,828 |
(in thousands, expect per share data) |
As of
|
|
COMMITMENTS AND CONTINGENCIES |
|
|
REDEEMABLE NONCONTROLLING INTERESTS |
|
2,204,773 |
SHAREHOLDERS’ EQUITY: |
|
|
Crescent Class A common stock, |
|
4 |
Crescent Class B common stock, |
|
13 |
Crescent preferred stock, |
|
- |
Additional paid-in capital |
|
638,521 |
Accumulated deficit |
|
(39,279) |
Noncontrolling interests |
|
13,667 |
Total shareholders’ equity |
|
612,926 |
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND SHAREHOLDERS’ EQUITY |
$ |
5,068,527 |
Crescent Pro Forma Combined Production |
|||
|
For the nine
|
For the year
ended
|
|
Average daily net sales volumes: |
|
|
|
Oil (MBbls/d) |
45 |
51 |
|
Natural gas (MMcf/d) |
297 |
329 |
|
NGLs (MBbls/d) |
21 |
21 |
|
Total (MBoe/d) |
115 |
127 |
Reconciliation of Non-GAAP Measures
This release includes financial measures that have not been calculated in accordance with GAAP. These non-GAAP measures include Adjusted EBITDAX, Annualized Adjusted EBITDAX, Annualized Unhedged Adjusted EBITDAX, Levered Free Cash Flow, Annualized Levered Free Cash Flow and Unhedged Adjusted EBITDAX.
Adjusted EBITDAX, Annualized Adjusted EBITDAX, Annualized Unhedged Adjusted EBITDAX, Levered Free Cash Flow, Annualized Levered Free Cash Flow and Unhedged Adjusted EBITDAX, should be read in conjunction with the information contained in Crescent’s unaudited combined and consolidated financial statements prepared in accordance with GAAP.
Adjusted EBITDAX Definition
Crescent defines Adjusted EBITDAX as net income (loss) before interest expense, realized (gain) loss on interest rate derivatives, income tax expense, depreciation, depletion and amortization, exploration expense, non-cash gain (loss) on derivatives, impairment of oil and natural gas properties, equity-based compensation, (gain) loss on sale of assets, other (income) expense and transaction expenses. Management believes Adjusted EBITDAX is a useful performance measure because it allows for an effective evaluation of the Company’s operating performance when compared against its peers, without regard to financing methods, corporate form or capital structure. The Company excludes the items listed above from net income (loss) in arriving at Adjusted EBITDAX because these amounts can vary substantially within its industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDAX should not be considered as an alternative to, or more meaningful than, net income (loss) as determined in accordance with GAAP, of which such measure is the most comparable GAAP measure. Certain items excluded from Adjusted EBITDAX are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax burden, as well as the historic costs of depreciable assets, none of which are reflected in Adjusted EBITDAX. The Company’s presentation of Adjusted EBITDAX should not be construed as an inference that its results will be unaffected by unusual or non-recurring items. Crescent’s computations of Adjusted EBITDAX may not be identical to other similarly titled measures of other companies. In addition, the Company’s Credit Agreement and the notes include a calculation of Adjusted EBITDAX for purposes of covenant compliance.
Annualized Adjusted EBITDAX and Annualized Unhedged Adjusted EBITDAX Definition
In certain instances, this release refers to pro forma Annualized Adjusted EBITDAX and pro forma Annualized Unhedged Adjusted EBITDAX. Pro forma Annualized Adjusted EBITDAX and pro forma Annualized Unhedged Adjusted EBITDAX were calculated by multiplying 4/3 by pro forma Adjusted EBITDAX and pro forma Unhedged Adjusted EBITDAX for the nine months ended
Levered Free Cash Flow Definition
Crescent defines Levered Free Cash Flow as Adjusted EBITDAX less interest expense, excluding noncash deferred financing cost amortization, realized gain (loss) on interest rate derivatives, current income tax provision and development of oil and natural gas properties. Levered Free Cash Flow does not take into account amounts incurred on acquisitions. Levered Free Cash Flow is not a measure of performance as determined by GAAP. Levered Free Cash Flow is a supplemental non-GAAP performance measure that is used by Crescent’s management and external users of its financial statements, such as industry analysts, investors, lenders and rating agencies. Management believes Levered Free Cash Flow is a useful performance measure because it allows for an effective evaluation of operating and financial performance and the ability of the Company’s operations to generate cash flow that is available to reduce leverage or distribute to equity holders. Levered Free Cash Flow should not be considered as an alternative to, or more meaningful than, net income (loss) as determined in accordance with GAAP, of which such measure is the most comparable GAAP measure, or as an indicator of actual operating performance or investing activities. The Company’s computations of Levered Free Cash Flow may not be comparable to other similarly titled measures of other companies.
Annualized Levered Free Cash Flow Definition
In certain instances, this release refers to pro forma Annualized Levered Free Cash Flow. Pro forma Annualized Levered Free Cash Flow is calculated by multiplying 4/3 by pro forma Levered Free Cash Flow for the nine months ended
Pro Forma Combined Adjusted EBITDAX and Free Cash Flow Reconciliation
The following table presents a reconciliation of pro forma Adjusted EBITDAX (non-GAAP) and pro forma Levered Free Cash Flow (non-GAAP) to pro forma net income (loss), the most directly comparable financial measure calculated in accordance with GAAP:
(in thousands) |
For the nine
|
For the year
|
|||
Net loss |
$ |
(678,112) |
$ |
(799,430) |
|
Adjustments to reconcile to Adjusted EBITDAX: |
|
|
|||
Interest expense |
|
47,270 |
|
63,347 |
|
Realized loss on interest rate derivatives |
|
7,373 |
|
12,435 |
|
Income tax benefit |
|
(41,859) |
|
(42,183) |
|
Depreciation, depletion and amortization |
|
300,285 |
|
556,644 |
|
Exploration expense |
|
1,288 |
|
17,032 |
|
Non-cash (gain) loss on derivatives |
|
591,535 |
|
(17,585) |
|
Impairment of oil and natural gas properties |
|
712 |
|
657,925 |
|
Noncash equity-based compensation |
|
34,416 |
|
59,114 |
|
(Gain) loss on sale of assets |
|
(9,879) |
|
(3,849) |
|
Other income |
|
(3,655) |
|
(1,769) |
|
Transaction expenses6 |
|
19,042 |
|
52,452 |
|
Early settlement of derivative contracts7 |
|
198,688 |
|
- |
|
Adjusted EBITDAX (non-GAAP) |
$ |
467,104 |
$ |
554,133 |
|
Less adjustments to reconcile to Levered Free Cash Flow: |
|
|
|||
Interest expense, excluding noncash amortization |
|
(37,919) |
|
(52,575) |
|
Realized loss on interest rate derivatives |
|
(7,373) |
|
(12,435) |
|
Current income tax benefit (provision) |
|
305 |
|
(782) |
|
Total development of oil and gas properties |
|
(136,154) |
|
(201,977) |
|
Levered Free Cash Flow (non-GAAP) |
$ |
285,963 |
$ |
286,364 |
Unhedged Adjusted EBITDAX Definition and Reconciliation
Crescent defines Unhedged Adjusted EBITDAX as Adjusted EBITDAX plus realized (gain) loss on commodity derivatives. Management believes Unhedged Adjusted EBITDAX is a useful performance measure because it allows for an effective evaluation of the Company’s operating performance when compared against its peers, without regard to commodity derivatives, which can vary substantially within its industry depending upon peers hedging strategies and when hedges were entered into. Unhedged Adjusted EBITDAX should not be considered as an alternative to, or more meaningful than, net income (loss) as determined in accordance with GAAP, of which such measure is the most comparable GAAP measure. Certain items excluded from Unhedged Adjusted EBITDAX are significant components in understanding and assessing a company’s financial performance, such as a company’s realized derivate loss or gain, cost of capital and tax burden, as well as the historic costs of depreciable assets, none of which are reflected in Unhedged Adjusted EBITDAX. The Company’s presentation of Unhedged Adjusted EBITDAX should not be construed as an inference that its results will be unaffected by unusual or non-recurring items. Crescent’s computations of Unhedged Adjusted EBITDAX may not be identical to other similarly titled measures of other companies.
The following table presents a reconciliation of pro forma Unhedged Adjusted EBITDAX (non-GAAP) to pro forma Adjusted EBITDAX (non-GAAP). In the table above, pro forma Adjusted EBITDAX (non-GAAP) is reconciled to pro forma net income (loss), the most directly comparable financial measure calculated in accordance with GAAP:
(in thousands) |
For the nine
|
For the year
|
|||
Adjusted EBITDAX (non-GAAP) |
$ |
467,104 |
$ |
554,133 |
|
Plus realized (gain) loss on commodity derivatives |
|
206,984 |
|
(233,755) |
|
Unhedged Adjusted EBITDAX (non-GAAP) |
$ |
674,088 |
$ |
320,378 |
Company Contact
For additional information, please reach out to IR@crescentenergyco.com
1 Includes
2 Adjusted EBITDAX, Unhedged Adjusted EBITDAX, Annualized Adjusted EBITDAX, Annualized Unhedged Adjusted EBITDAX, Levered Free Cash Flow and Annualized Levered Free Cash Flow are non-GAAP financial measures. Please see “Reconciliation of Non-GAAP Measures” for discussion and reconciliations of such measures to their most directly comparable financial measures calculated and presented in accordance with
3 Subject to approval by its Board of Directors (the “Board”).
4 Represents non-acquisition capex spend as a percentage of historical Adjusted EBITDAX since 2014 for Independence, Crescent’s predecessor.
5 As of 12/1/21; includes all Q4 2021 hedges including those that were previously settled. Included in the figures above are minor
6 Transaction expenses primarily relate to legal, consulting and other fees incurred for certain acquisitions and restructuring transactions in 2020 and 2021, as well as the termination of a midstream contract at the Eagle Ford business in 2020.
7 Represents the settlement in
View source version on businesswire.com: https://www.businesswire.com/news/home/20211221005275/en/
IR@crescentenergyco.com
Source:
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