Crescent Energy Co(CRGY) - 2023 Q4 - Annual Report

Part I Business and Properties Crescent Energy is a US-based energy company focused on a growth-through-acquisition strategy, managing a portfolio of low-decline, cash-flow oriented oil and natural gas assets Business Overview Crescent Energy operates as a differentiated U.S. energy company with a strategy centered on disciplined growth through acquisitions and returning capital to shareholders - The company's strategy focuses on disciplined growth through acquisition and consistent return of capital, with a portfolio of low-decline, cash-flow oriented assets[39] - The company's asset base is primarily located in Texas and the Rockies, with an average reinvestment rate of approximately 45% of Adjusted EBITDAX since 2019[42] - As of December 31, 2023, proved reserves had a Standardized Measure of $5.3 billion and a PV-10 value of $5.6 billion[40] Key Financial and Operational Metrics (Year Ended Dec 31, 2023) | Metric | Value | | :--- | :--- | | Net Income | $322.0 million | | Net Cash from Operating Activities | $935.8 million | | Adjusted EBITDAX | $1,022.7 million | | Levered Free Cash Flow | $310.2 million | | Average Daily Production | 149 net MBoe/d | | Proved Reserves | 548.2 net MMBoe | Our Relationship with the KKR Group Crescent Energy is managed by KKR Energy Assets Manager LLC (the "Manager"), an indirect subsidiary of the KKR Group, under a Management Agreement - The company is managed by KKR Energy Assets Manager LLC under a Management Agreement, which provides the executive team and operational management[45][46] - The Manager is entitled to an annual Management Compensation, of which Crescent's pro-rata share was $28.3 million per annum initially, plus a performance-based incentive targeted at up to 10% of outstanding Class A Common Stock[75] - The Management Agreement has an initial three-year term ending December 7, 2024, with automatic three-year renewals[49][97] - For upstream oil and gas opportunities, the Manager must allocate at least 70% of investment amounts to Crescent Energy[47] Properties As of December 31, 2023, Crescent Energy's property portfolio includes 1.3 million net leasehold acres, primarily in the Eagle Ford and Rockies regions - The company holds leasehold interests in 1.3 million net acres, of which 1.1 million are operated by Crescent[98] - Crescent owns mineral interests in 175 thousand gross acres and overriding royalty interests in 126 thousand gross acres, primarily in the Eagle Ford, Marcellus, Utica, and Rockies basins[51] - The company owns and operates midstream assets, including interests in the Springfield Gathering System (12.0%), the Howell Pipeline, the DJ Basin Erie Hub Gathering System (50.0%), the Lost Creek Gathering System (65.0%), and the Cherokee Water Gathering System (66.7%)[78] Asset Summary by Geographic Area (as of Dec 31, 2023) | Geographic Area | Net Acres (M) | Net Productive Wells | 2023 Production (MBoe) | Proved Reserves (MBoe) | | :--- | :--- | :--- | :--- | :--- | | Eagle Ford | 231 | 1,620 | 16,191 | 261,920 | | Rockies | 434 | 1,640 | 23,051 | 152,563 | | Other Basins | 661 | 3,598 | 15,291 | 133,683 | Oil, natural gas and NGL reserve data As of December 31, 2023, Crescent's total proved reserves were 548.2 MMBoe, a slight decrease from 572.8 MMBoe at year-end 2022, primarily due to negative revisions from lower natural gas prices - The decrease in Standardized Measure and PV-10 values in 2023 was primarily driven by lower SEC pricing assumptions: WTI oil price dropped from $93.67/Bbl in 2022 to $78.22/Bbl in 2023, and Henry Hub natural gas price dropped from $6.36/MMBtu to $2.64/MMBtu[80] - Proved Undeveloped (PUD) reserves were 112.2 MMBoe at the end of 2023, and the company spent $301.8 million to convert 20.6 MMBoe of PUDs to proved developed reserves during the year[108][253] - 98% of total proved reserves as of December 31, 2023, were evaluated by the independent reserve engineering firm Ryder Scott Company, L.P[83] Net Proved Reserves Comparison (as of Dec 31) | Reserve Category | 2023 | 2022 | | :--- | :--- | :--- | | Total Proved Reserves (MBoe) | 548,166 | 572,793 | | Oil (MBbls) | 250,465 | 243,082 | | Natural gas (MMcf) | 1,176,416 | 1,506,535 | | NGLs (MBbls) | 101,632 | 78,621 | | Standardized Measure (millions) | $5,289 | $9,135 | | PV-10 (millions) | $5,566 | $9,602 | Production, Price, and Cost History In 2023, Crescent's total production increased to 149 MBoe/d from 138 MBoe/d in 2022, driven by growth in both the Eagle Ford and Rockies regions Production and Price Summary (2023 vs 2022) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Average Daily Production (MBoe/d) | 149 | 138 | | Eagle Ford (MBoe/d) | 44 | 29 | | Rockies (MBoe/d) | 63 | 61 | | Average Realized Oil Price ($/Bbl) | $72.09 | $90.06 | | Average Realized Gas Price ($/Mcf) | $2.84 | $5.97 | | Average Production Costs ($/Boe) | $19.04 | $19.84 | Acreage and Drilling Activities As of December 31, 2023, Crescent held 1,325,660 total net acres, with 1,255,583 net developed acres and 70,077 net undeveloped acres - A total of 18,406 net undeveloped acres are scheduled to expire between 2024 and 2027 if not developed[91][119] - In 2023, the company drilled 69 gross (57.7 net) productive development wells, with no dry holes reported[115] Leasehold Acreage (as of Dec 31, 2023) | Acreage Type | Gross | Net | | :--- | :--- | :--- | | Developed Acres | 2,301,623 | 1,255,583 | | Undeveloped Acres | 110,218 | 70,077 | | Total Net Acres | 2,411,841 | 1,325,660 | Marketing and Customers Crescent markets its oil, natural gas, and NGLs using standard industry practices, with prices negotiated based on indices and market conditions - Shell Trading US Company accounted for 18.3% of total revenues in 2023, down from 20.8% in 2022[144] - The company has delivery commitments for 8,938 MMBoe in 2024 and 6,219 MMBoe thereafter[122] - Shortfall payments for gathering and transportation commitments amounted to $15.6 million in 2023, a significant increase from $4.5 million in 2022[122] Regulatory Environment Crescent's operations are subject to extensive and complex federal, state, and local regulations - Operations are subject to extensive federal, state, and local laws governing exploration, production, environmental protection, and safety, which can result in substantial penalties for non-compliance[134][196] - The transportation and sale of oil and natural gas are regulated by FERC, which has the authority to impose significant civil penalties for violations, such as market manipulation[139][190] - The company faces increasing regulatory risks related to climate change, including potential federal fees on methane emissions under the IRA 2022 and state-level cap-and-trade programs[208][176] - Hydraulic fracturing is primarily regulated at the state level, but federal agencies like the EPA and BLM are increasing their oversight, which could lead to higher compliance costs and operational delays[214][184] Human Capital Crescent Energy manages its operations through a combination of management services from its Manager (KKR) and approximately 904 dedicated employees - The company has approximately 904 employees who dedicate all or substantially all of their time to the business, in addition to management services provided by the Manager[129] - Crescent focuses on workplace safety, with programs for emergency response, fall protection, and incident investigation[130] - The company offers competitive wages and benefits, including health and welfare plans, and fosters professional growth through a performance review process[131][132] Risk Factors The company faces significant risks, primarily from the volatility of oil, natural gas, and NGL prices, which directly impact revenues, profitability, and capital expenditures - The business is highly sensitive to volatile oil, natural gas, and NGL prices, which can adversely affect revenues, cash flows, and the economic viability of reserves[222][240] - Reserve estimates are based on numerous assumptions and may prove inaccurate, affecting the company's valuation and borrowing capacity[228][251] - The company depends on the Manager (KKR) for its executive team and operations; termination of the Management Agreement or conflicts of interest could materially harm the business[930][288] - Increasingly stringent environmental regulations, particularly concerning climate change, GHG emissions, and hydraulic fracturing, could significantly increase costs and restrict operations[289][54] - Financial risks include dependence on the Revolving Credit Facility, exposure to rising interest rates, and potential dilution from future sales of Class A Common Stock[322][368] Unresolved Staff Comments The company has no unresolved staff comments from the SEC - There are no unresolved staff comments[1114] Cybersecurity Crescent Energy has integrated a cybersecurity risk management program into its enterprise risk framework, based on the NIST Cybersecurity Framework and ISO 27001 standards - The company's cybersecurity risk management program is based on the NIST Cybersecurity Framework and ISO 27001 standards[1116] - The Audit Committee of the Board of Directors oversees cybersecurity risk, with management briefing the committee at least quarterly[392] - As of the date of this report, the company is not aware of any previous cybersecurity threats that have had a material effect on its business or financial condition[420] Legal Proceedings The company is not currently involved in any legal proceedings that are expected to have a material adverse effect on its financial position, results of operations, or cash flows - The company is unaware of any legal proceedings that would have a material adverse effect on its financial position or operations[1119] Mine Safety Disclosures This item is not applicable to the company - Not applicable[394] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Crescent Energy's Class A Common Stock trades on the NYSE under the symbol "CRGY" - The company's Class A Common Stock is traded on the New York Stock Exchange (NYSE) under the ticker symbol "CRGY"[1121] - No shares of Class A common stock were repurchased during the quarter ended December 31, 2023[396][1153] - On March 4, 2024, the Board authorized a new two-year, $150.0 million stock repurchase program for Class A Common Stock or OpCo Units[497][1150] Management's Discussion and Analysis of Financial Condition and Results of Operations In 2023, Crescent Energy's financial performance was shaped by lower commodity prices, which decreased revenues, partially offset by higher production volumes from acquisitions Overview and Recent Developments In 2023, Crescent Energy navigated a volatile market characterized by fluctuating commodity prices due to geopolitical events and economic uncertainty - Completed the Western Eagle Ford Acquisitions in July and October 2023 for a total of approximately $827.8 million in cash consideration[430][1128] - Issued a total of $1.0 billion in 9.250% senior notes due 2028 across four separate offerings in 2023[429] - Conducted a public offering of 12.7 million shares of Class A Common Stock in September 2023, raising net proceeds of $145.7 million[402] - Received a Gold Standard pathway rating from the Oil & Gas Methane Partnership 2.0 (OGMP 2.0) for its methane emissions measurement plan[433] Results of Operations For the year ended December 31, 2023, total revenues decreased by 22% to $2.38 billion from $3.06 billion in 2022, primarily due to significantly lower realized commodity prices - The decrease in revenue was driven by a 20% decline in realized oil prices and a 52% decline in realized natural gas prices[1172][464] - The company recorded a total gain on derivatives of $167.0 million in 2023, compared to a loss of $676.9 million in 2022, due to changes in commodity prices relative to contract strike prices[469][446] Revenues and Sales Volumes (2023 vs. 2022) | Metric | 2023 | 2022 | % Change | | :--- | :--- | :--- | :--- | | Total Revenues (in thousands) | $2,382,602 | $3,057,065 | (22%) | | Oil Revenue | $1,750,961 | $1,969,070 | (11%) | | Natural Gas Revenue | $371,066 | $766,962 | (52%) | | Total Sales Volumes (MBoe) | 54,533 | 50,387 | 8% | | Avg. Realized Price ($/Boe) | $42.45 | $59.62 | (29%) | Key Expenses (2023 vs. 2022) | Expense (in thousands) | 2023 | 2022 | % Change | | :--- | :--- | :--- | :--- | | Operating Expense | $1,078,339 | $1,013,298 | 6% | | DD&A | $675,782 | $532,926 | 27% | | G&A Expense | $140,918 | $84,990 | 66% | | Impairment Expense | $153,495 | $142,902 | 7% | Non-GAAP Financial Measures For 2023, Crescent reported Adjusted EBITDAX of $1.02 billion, a 12% decrease from $1.17 billion in 2022 - Adjusted EBITDAX decreased by 12% in 2023, driven by lower realized prices, partially offset by production from acquisitions[450] - Levered Free Cash Flow decreased by 29% in 2023, reflecting lower Adjusted EBITDAX and a higher reinvestment rate of 65%[476] Reconciliation to Adjusted EBITDAX and Levered Free Cash Flow (in thousands) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net income (loss) | $321,991 | $480,600 | | Adjusted EBITDAX (non-GAAP) | $1,022,748 | $1,167,248 | | Development of oil and natural gas properties | ($578,316) | ($624,880) | | Levered Free Cash Flow (non-GAAP) | $310,204 | $434,052 | Liquidity and Capital Resources Crescent's primary liquidity sources are cash from operations, its Revolving Credit Facility, and capital markets - As of Dec 31, 2023, the company had $1.7 billion in long-term debt, consisting of Senior Notes and $23.5 million outstanding on its Revolving Credit Facility[478][859] - The Revolving Credit Facility has a borrowing base of $2.0 billion and an elected commitment of $1.3 billion, leaving $1.26 billion of available capacity at year-end 2023[485][486] - The 2024 capital program is projected to be $550 - $625 million, primarily for D&C activities in the Eagle Ford and Uinta basins, funded by cash flow from operations[406] Cash Flow Summary (in thousands) | Cash Flow Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $935,769 | $1,012,372 | | Net cash used in investing activities | ($1,398,800) | ($1,124,344) | | Net cash provided by (used in) financing activities | $456,456 | ($7,841) | Critical Accounting Estimates The company's most significant accounting estimates involve the valuation of oil and natural gas reserves, which is a subjective process impacting DD&A calculations and impairment tests - The estimation of proved crude oil, natural gas, and NGL reserves is a critical and subjective process that significantly impacts DD&A and impairment calculations[526][548] - The company uses the successful efforts method of accounting for its oil and gas properties[528] - In 2023, the company recorded impairment expense of $149.6 million on oil and natural gas properties and $3.9 million on equity method investments[503][723] - As of December 31, 2023, certain conventional assets in Wyoming with a carrying value of $214.5 million have limited cushion against future impairment if commodity prices decline further[503] Quantitative and Qualitative Disclosures About Market Risk Crescent Energy is primarily exposed to commodity price risk, interest rate risk, and counterparty credit risk - The company's major market risk is the pricing of its oil, natural gas, and NGL production, which it manages through an active economic hedging program[563][595] - As of December 31, 2023, a hypothetical 10% increase in commodity prices would decrease the value of the company's derivative portfolio by approximately $130.4 million, while a 10% decrease would increase its value by $124.7 million[597] - The company is exposed to interest rate risk on its variable-rate debt, where a 1% change in interest rates would affect annual interest expense by approximately $0.2 million based on the $23.5 million outstanding at year-end 2023[602] Financial Statements and Supplementary Data This section contains the company's audited consolidated financial statements for the fiscal years ended December 31, 2023, 2022, and 2021, along with accompanying notes and supplementary data Report of Independent Registered Public Accounting Firm Deloitte & Touche LLP issued an unqualified opinion on Crescent Energy's financial statements as of December 31, 2023, stating they are presented fairly in all material respects in conformity with U.S. GAAP - The independent auditor, Deloitte & Touche LLP, issued an unqualified (clean) opinion on the company's financial statements and internal control over financial reporting[631][1501] - The audit identified two Critical Audit Matters (CAMs): (1) the estimation of Proved Oil and Natural Gas Reserves, due to significant judgments in estimating future production and the ability to convert PUDs within five years, and (2) the Impairment Expense assessment, due to significant judgments in selecting an appropriate discount rate for fair value calculations[606][608] Controls and Procedures Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of December 31, 2023 - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2023[1468] - Based on the COSO framework, management concluded that the company's internal control over financial reporting was effective as of December 31, 2023[1207] - No material changes to the company's internal control over financial reporting occurred during the fourth quarter of 2023[1499] Other Information During the three months ended December 31, 2023, none of the company's directors or officers adopted, terminated, or modified a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - No director or officer adopted, terminated, or modified a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement in Q4 2023[1503] Part III Directors, Executive Officers and Corporate Governance The company's leadership includes CEO David C. Rockecharlie and Chairman John C. Goff - The Board of Directors consists of nine members, with key leadership including David C. Rockecharlie as CEO and John C. Goff as Chairman[1214][1475] - As a "controlled company," Crescent is exempt from certain NYSE corporate governance requirements, such as having a majority-independent board[1483] - The Audit Committee is composed of three independent directors, with Ellis L. "Lon" McCain serving as chairperson and an "Audit Committee Financial Expert"[1249] - The company has a Code of Business Conduct and Ethics available on its website, which applies to all directors, officers, and employees[1225] Executive Compensation Crescent Energy is externally managed by KKR Energy Assets Manager LLC - The company is externally managed, and most executive officers (Manager Executives) are compensated by the Manager (KKR), not directly by Crescent Energy[1518] - Bo Shi, General Counsel, is the only NEO directly compensated by the company, with his 2023 total compensation being $983,933[1268] - The company maintains anti-hedging and anti-pledging policies for all directors and employees and has adopted a clawback policy for incentive-based compensation[1264][1290] Bo Shi 2023 Compensation | Component | Amount ($) | | :--- | :--- | | Salary | 400,000 | | Bonus | 460,000 | | Stock Awards | 105,013 | | All Other Compensation | 18,920 | | Total | 983,933 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters As of February 29, 2024, significant beneficial owners include affiliates of KKR (Independence Energy Aggregator LP) holding 28.5% of combined voting power, and affiliates of Liberty Mutual (PT Independence Energy Holdings LLC) holding 20.5% - The company has two primary equity compensation plans: the 2021 Equity Incentive Plan for direct employees/directors and the 2021 Manager Incentive Plan for its external manager[1322] Major Beneficial Owners (as of Feb 29, 2024) | Owner | Combined Voting Power % | | :--- | :--- | | Independence Energy Aggregator LP (KKR) | 28.5% | | PT Independence Energy Holdings LLC (Liberty) | 20.5% | | John C. Goff 2010 Family Trust | 5.0% | | The Vanguard Group | 4.5% | | Teacher Retirement System of Texas | 4.5% | Certain Relationships and Related Transactions, and Director Independence Crescent Energy has several significant related party transactions, primarily with affiliates of KKR - The company is party to a Management Agreement with KKR Energy Assets Manager LLC, paying an annual fee (pro-rata share of $55.5 million) and performance-based incentive compensation[1357][1278] - In 2023, the company paid KKR Capital Markets LLC (KCM) $5.2 million in fees for services related to debt and equity transactions[1359][1391] - The company entered into a ten-year office lease with an affiliate of Crescent Real Estate LLC, a company affiliated with Chairman John C. Goff[1360] - The Board has a Related Party Transactions Policy requiring advance review and approval of material related party transactions by the Audit Committee[1326] Principal Accounting Fees and Services For the fiscal year 2023, Crescent Energy paid its independent registered public accounting firm, Deloitte & Touche LLP, a total of $6.723 million in fees - The company's independent registered public accounting firm is Deloitte & Touche LLP[1379] - The Audit Committee has a policy for pre-approving all audit and non-audit services provided by the independent accounting firm[1362] Accountant Fees (in thousands) | Fee Category | 2023 | 2022 | | :--- | :--- | :--- | | Audit fees | $3,125 | $3,350 | | Audit-related fees | $945 | $190 | | Tax fees | $2,653 | $2,055 | | Total | $6,723 | $5,595 | Part IV Exhibits, and Financial Statement Schedules This section lists all exhibits filed as part of the Form 10-K report - Key filed exhibits include the Management Agreement (10.3), the Amended & Restated LLC Agreement of OpCo (10.2), and various indentures related to the company's Senior Notes (4.3-4.13)[1280] - The report includes the Crescent Energy Company 2021 Manager Incentive Plan (10.5) and the 2021 Equity Incentive Plan (10.7)[1280] Form 10-K Summary This item is not applicable as no Form 10-K summary is provided - None[1307]