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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to

Commission file number 001-41132


Crescent Energy Company
(Exact name of registrant as specified in its charter)


Delaware
87-1133610
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
600 Travis Street, Suite 7200
Houston, Texas 77002
(713) 332-7001
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Class A Common Stock, par value $0.0001CRGYNew York Stock Exchange
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No

As of April 30, 2024, there were approximately 111,516,601 and 65,948,124 shares of the registrant's Class A and Class B common stock outstanding, respectively.




Table of Contents

Part I - Financial Information
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II - Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits

1


GLOSSARY

The following are abbreviations and definitions of certain terms used in this document, which are commonly used in the oil and natural gas industry:

barrel or Bbl — One stock tank barrel, or 42 United States gallons liquid volume.
Boe — One barrel of oil equivalent determined using the ratio of six Mcf of natural gas to one barrel of crude oil or condensate.
Boe/d — Barrels of oil equivalent per day.
Brent the reference price paid in U.S. dollars for a barrel of light sweet crude oil produced from the Brent field in the UK sector of the North Sea.
Btu — British thermal unit, which is the heat required to raise the temperature of a one-pound mass of water one degree Fahrenheit.
Henry Hub — Henry Hub is the major exchange for pricing natural gas futures on the New York Mercantile Exchange. It is frequently referred to as the Henry Hub index.
MBbls — One thousand Bbls or other liquid hydrocarbons.
MBbl/d — One thousand Bbls or other liquid hydrocarbons per day.
MBoe — One thousand Boe.
MBoe/d — One thousand Boe per day.
Mcf — One thousand cubic feet of natural gas.
Mcf/d — One thousand Mcf per day.
MMBoe — One million Boe.
MMBtu — One million Btus.
MMcf — One million Mcf.
MMcf/d — One million Mcf per day.
NYMEX — The New York Mercantile Exchange.
Proved developed reserves — Proved reserves that can be expected to be recovered through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared with the cost of a new well or through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.
Proved reserves — Proved reserves are those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs and under existing economic conditions, operating methods and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.
Proved undeveloped reserves — Proved undeveloped reserves are proved reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion. The U.S. Securities and Exchange Commission (the “SEC”) provides a complete definition of undeveloped oil and gas reserves in Rule 4-10(a)(31) of Regulation S-K.
Working interest — The operating interest that gives the owner the right to drill, produce and conduct operating activities on the property and a share of production.
WTI — A light crude oil produced in the United States with an American Petroleum Institute gravity of approximately 38-40 and sulfur content of approximately 0.3%.

2


Cautionary Statement Regarding Forward-Looking Statements

The information in this Quarterly Report on Form 10-Q (this "Quarterly Report") contains or incorporates by reference information that includes or is based upon "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements, other than statements of historical facts, included herein concerning, among other things, planned capital expenditures, increases in oil, natural gas and natural gas liquids (“NGL”) production, the number of anticipated wells to be drilled or completed after the date hereof, future cash flows and borrowings, pursuit of potential acquisition opportunities, our financial position, business strategy and other plans and objectives for future operations, are forward-looking statements. These forward-looking statements are identified by their use of terms and phrases such as “may,” “expect,” “estimate,” “project,” “plan,” “believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,” “potential,” “should,” “could,” and similar terms and phrases. Although we believe that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties. Our results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, among others:

commodity price volatility;
our business strategy;
our ability to identify and select possible acquisition and disposition opportunities;
capital requirements and uncertainty of obtaining additional funding on terms acceptable to us;
risks and restrictions related to our debt agreements and the level of our indebtedness;
our reliance on KKR Energy Assets Manager LLC as our external manager;
our hedging strategy and results;
realized oil, natural gas and NGL prices;
political and economic conditions and events in the U.S. and in foreign oil, natural gas and NGL producing countries, including embargoes, upcoming elections and associated political volatility, continued hostilities in the Middle East, including the Israel-Hamas conflict and rising tensions with Iran, and other sustained military campaigns, the armed conflict in Ukraine and associated economic sanctions on Russia, conditions in South America, Central America and China and acts of terrorism or sabotage;
general economic conditions, including the impact of inflation, elevated interest rates and associated changes in monetary policy;
the impact of central bank policy actions and disruption in the capital markets;
the severity and duration of public health crises and any resultant impact on governmental actions, commodity prices, supply and demand considerations, and storage capacity;
timing and amount of our future production of oil, natural gas and NGLs;
a decline in oil, natural gas and NGL production, and the impact of general economic conditions on the demand for oil, natural gas and NGLs and the availability of capital;
unsuccessful drilling and completion (“D&C”) activities and the possibility of resulting write downs;
our ability to meet our proposed drilling schedule and to successfully drill wells that produce oil, natural gas and NGLs in commercially viable quantities;
shortages of equipment, supplies, services and qualified personnel and increased costs for such equipment, supplies, services and personnel, including any delays and/or supply chain disruptions due to increased hostilities in the Middle East;
adverse variations from estimates of reserves, production, prices and expenditure requirements, and our inability to replace our reserves through exploration and development activities;
incorrect estimates associated with properties we acquire relating to estimated proved reserves, the presence or recoverability of estimated oil, natural gas and NGL reserves and the actual future production rates and associated costs of such acquired properties;
hazardous, risky drilling operations, including those associated with the employment of horizontal drilling techniques, and adverse weather and environmental conditions;
limited control over non-operated properties;
title defects to our properties and inability to retain our leases;
our ability to successfully develop our large inventory of undeveloped acreage;
our ability to retain key members of our senior management and key technical employees;
risks relating to managing our growth, particularly in connection with the integration of significant acquisitions, including the Western Eagle Ford Acquisitions (as defined herein);
risks related to the Western Eagle Ford Acquisitions, including the risk that we may fail to realize the expected benefits of the Western Eagle Ford Acquisitions;
our ability to successfully execute our growth strategies;
3


impact of environmental, occupational health and safety, and other governmental regulations, and of current or pending legislation that may negatively impact the future production of oil and natural gas or drive the substitution of renewable forms of energy for oil and natural gas;
federal and state regulations and laws, including the Inflation Reduction Act of 2022 (the "IRA 2022");
our ability to predict and manage the effects of actions of the Organization of the Petroleum Exporting Countries (“OPEC”) and agreements to set and maintain production levels, including as a result of recent production cuts by OPEC, which may be exacerbated by the increased hostilities in the Middle East and rising tensions with Iran;
information technology failures or cyberattacks;
changes in tax laws;
effects of competition; and
seasonal weather conditions.

We caution you that these forward-looking statements are subject to all of the risks and uncertainties incident to the development, production, gathering and sale of oil, natural gas and NGLs, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, commodity price volatility, inflation, lack of availability and cost of drilling and production equipment and services, project construction delays, environmental risks, drilling and other operating risks, lack of availability or capacity of midstream gathering and transportation infrastructure, regulatory changes, the uncertainty inherent in estimating reserves and in projecting future rates of production, cash flow and access to capital, including restrictions due to elevated interest rates, the timing of development expenditures and the other risks described under “Risk Factors” in this Quarterly Report, in "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023 ("Annual Report") and our reports and registration statements filed from time to time with the SEC.

Reserve engineering is a process of estimating underground accumulations of hydrocarbons that cannot be measured in an exact way. The accuracy of any reserve estimates depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development program. Accordingly, reserve estimates may differ significantly from the quantities of oil, natural gas and NGLs that are ultimately recovered.

Should one or more of the risks or uncertainties described in this Quarterly Report occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.
4


Part I – Financial Information
Item 1. Financial Statements 
CRESCENT ENERGY COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share data)
March 31, 2024December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents$5,321 $2,974 
Accounts receivable, net461,836 504,630 
Accounts receivable – affiliates7,873 2,108 
Derivative assets – current36,513 54,321 
Prepaid expenses39,501 40,406 
Other current assets12,721 11,213 
Total current assets563,765 615,652 
Property, plant and equipment:
Oil and natural gas properties at cost, successful efforts method
Proved8,781,571 8,574,478 
Unproved290,904 283,324 
Oil and natural gas properties at cost, successful efforts method9,072,475 8,857,802 
Field and other property and equipment, at cost202,887 198,570 
Total property, plant and equipment9,275,362 9,056,372 
Less: accumulated depreciation, depletion, amortization and impairment(3,108,052)(2,940,546)
Property, plant and equipment, net6,167,310 6,115,826 
Derivative assets – noncurrent4,305 8,066 
Investments in equity affiliates6,203 6,076 
Other assets56,334 57,715 
TOTAL ASSETS$6,797,917 $6,803,335 
The accompanying notes to financial statements are an integral part of these condensed consolidated financial statements
5


CRESCENT ENERGY COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share data)
March 31, 2024December 31, 2023
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Current liabilities:
Accounts payable and accrued liabilities$574,633 $613,543 
Accounts payable – affiliates35,983 52,607 
Derivative liabilities – current101,220 42,051 
Financing lease obligations – current4,148 4,233 
Other current liabilities32,092 37,823 
Total current liabilities748,076 750,257 
Long-term debt1,749,226 1,694,375 
Derivative liabilities – noncurrent2,059  
Asset retirement obligations424,232 418,319 
Deferred tax liability288,369 262,581 
Financing lease obligations – noncurrent6,187 7,066 
Other liabilities36,809 35,019 
Total liabilities3,254,958 3,167,617 
Commitments and contingencies (Note 9)
Redeemable noncontrolling interests1,546,722 1,901,208 
Equity:
Class A common stock, $0.0001 par value; 1,000,000,000 shares authorized, 106,480,353 and 92,680,353 shares issued, and 105,408,800 and 91,608,800 shares outstanding as of March 31, 2024 and December 31, 2023
11 9 
Class B common stock, $0.0001 par value; 500,000,000 shares authorized, 71,948,124 and 88,048,124 shares issued and outstanding as of March 31, 2024 and December 31, 2023
7 9 
Preferred stock, $0.0001 par value; 500,000,000 shares authorized and 1,000 Series I preferred shares issued and outstanding as of March 31, 2024 and December 31, 2023
  
Treasury stock, at cost; 1,071,553 shares of Class A common stock as of March 31, 2024 and December 31, 2023
(17,143)(17,143)
Additional paid-in capital1,929,307 1,626,501 
Retained earnings58,630 95,447 
Noncontrolling interests25,425 29,687 
Total equity1,996,237 1,734,510 
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY$6,797,917 $6,803,335 









The accompanying notes to financial statements are an integral part of these condensed consolidated financial statements
6


CRESCENT ENERGY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share amounts)

Three Months Ended March 31,
20242023
Revenues:
Oil$473,894 $372,336 
Natural gas79,944 162,021 
Natural gas liquids66,947 42,523 
Midstream and other36,688 13,257 
Total revenues657,473 590,137 
Expenses:
Lease operating expense130,688 130,954 
Workover expense12,302 12,571 
Asset operating expense31,350 22,218 
Gathering, transportation and marketing69,569 47,403 
Production and other taxes32,523 54,923 
Depreciation, depletion and amortization176,564 146,483 
Midstream operating expense27,742 3,779 
General and administrative expense42,715 21,238 
Total expenses523,453 439,569 
Income (loss) from operations134,020 150,568 
Other income (expense):
Gain (loss) on derivatives(105,602)150,310 
Interest expense(42,686)(29,320)
Loss from extinguishment of debt(22,582) 
Other income (expense)150 250 
Income (loss) from equity affiliates127 163 
Total other income (expense)(170,593)121,403 
Income (loss) before taxes(36,573)271,971 
Income tax benefit (expense)4,209 (16,360)
Net income (loss)(32,364)255,611 
Less: net (income) loss attributable to noncontrolling interests(3,499)(149)
Less: net (income) loss attributable to redeemable noncontrolling interests11,695 (195,668)
Net income (loss) attributable to Crescent Energy$(24,168)$59,794 
Net income (loss) per share:
Class A common stock – basic$(0.25)$1.24 
Class A common stock – diluted$(0.25)$1.24 
Class B common stock – basic and diluted$ $ 
Weighted average shares outstanding:
Class A common stock – basic94,793 48,282 
Class A common stock - diluted94,793 48,665 
Class B common stock – basic and diluted84,333 118,645 

The accompanying notes to financial statements are an integral part of these condensed consolidated financial statements
7







CRESCENT ENERGY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
(in thousands)
Crescent Energy Company
Class A
Common Stock
Class B
Common Stock
Series I
Preferred Stock
Treasury StockAdditional Paid-in CapitalRetained EarningsNoncontrolling
Interests
Total
SharesAmountSharesAmountSharesAmountSharesAmount
Balance at January 1, 202348,282 $5 118,645 $12 1 $ 1,151 $(18,448)$804,587 $61,957 $14,178 $862,291 
Net income (loss)— — — — — — — — — 59,794 149 59,943 
Contributions— — — — — — — — — — 3 3 
Distributions— — — — — — — — — — (917)(917)
Dividend to Class A common stock— — — — — — — — — (8,208)— (8,208)
Equity-based compensation— — — — — — — — 1,812 — 1,553 3,365 
Balance at March 31, 202348,282 $5 118,645 $12 1 $ 1,151 $(18,448)$806,399 $113,543 $14,966 $916,477 
Balance at January 1, 202491,609 $9 88,048 $9 1 $ 1,071 $(17,143)$1,626,501 $95,447 $29,687 $1,734,510 
Net income (loss)— — — — — — — — — (24,168)3,499 (20,669)
Distributions— — — — — — — — — — (8,037)(8,037)
Dividend to Class A common stock— — — — — — — — — (12,649)— (12,649)
Equity-based compensation— — — — — — — — 14,556 — 276 14,832 
Change in deferred taxes related to basis differences associated with the 2024 Equity Transactions— — — — — — — — (30,713)— — (30,713)
Change in equity associated with the 2024 Equity Transactions13,800 2 (16,100)(2)— — — — 318,963 — — 318,963 
Balance at March 31, 2024105,409 $11 71,948 $7 1 $ 1,071 $(17,143)$1,929,307 $58,630 $25,425 $1,996,237 



The accompanying notes are an integral part of these condensed consolidated financial statements
8


CRESCENT ENERGY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended March 31,
20242023
Cash flows from operating activities:
Net income (loss)$(32,364)$255,611 
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation, depletion and amortization176,564 146,483 
Deferred tax expense (benefit)(4,925)15,848 
(Gain) loss on derivatives105,602 (150,310)
Net cash (paid) received on settlement of derivatives(22,806)(47,157)
Non-cash equity-based compensation expense28,174 7,605 
Amortization of debt issuance costs, premium and discount4,376 1,050 
Loss from debt extinguishment22,582  
Settlement of acquired derivative contracts (18,647)
Other(6,098)(5,125)
Changes in operating assets and liabilities:
Accounts receivable42,794 (8,952)
Accounts receivable – affiliates(5,765)(90)
Prepaid and other current assets(430)(4,586)
Accounts payable and accrued liabilities(101,948)34,681 
Accounts payable – affiliates(20,524)11,861 
Other(1,462)1,818 
Net cash provided by operating activities183,770 240,090 
Cash flows from investing activities:
Development of oil and natural gas properties(136,816)(190,478)
Acquisitions of oil and natural gas properties, net of cash acquired(19,532)(11,353)
Proceeds from the sale of oil and natural gas properties 4,890 
Purchases of restricted investment securities – HTM(1,776)(1,780)
Maturities of restricted investment securities – HTM1,800 1,800 
Other(1,137)1,808 
Net cash used in investing activities(157,461)(195,113)
Cash flows from financing activities:
Proceeds from the issuance of Senior Notes, after discount and underwriting fees690,375 394,000 
Repurchase of Senior Notes, including extinguishment costs (714,817) 
Revolving Credit Facility borrowings684,600 218,000 
Revolving Credit Facility repayments(626,800)(613,400)
Payment of debt issuance costs(3,721)(2,621)
Redeemable noncontrolling interest distributions(88) 
Dividend to Class A common stock(12,649)(8,208)
Distributions to redeemable noncontrolling interests related to Class A common stock dividend(8,274)(20,171)
Distributions to redeemable noncontrolling interests related to Manager Compensation(6,798)(9,471)
Distributions to redeemable noncontrolling interests related to income taxes(66)(54)
Repurchase of redeemable noncontrolling interests related to 2024 Equity Transactions(22,701) 
Noncontrolling interest distributions(1,858)(924)
Noncontrolling interest contributions 3 
Other(1,070)(826)
Net cash (used in) provided by financing activities(23,867)(43,672)
Net change in cash, cash equivalents and restricted cash2,442 1,305 
Cash, cash equivalents and restricted cash, beginning of period8,729 15,304 
Cash, cash equivalents and restricted cash, end of period$11,171 $16,609 
The accompanying notes are an integral part of these condensed consolidated financial statements
9


CRESCENT ENERGY COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Except as noted within the context of each footnote disclosure, the dollar amounts presented in the tabular data within these footnote disclosures are stated in thousands of dollars.)

Unless otherwise stated or the context otherwise indicates, all references to “we,” “us,” “our,” "Crescent" and the “Company” or similar expressions refer to Crescent Energy Company and its subsidiaries.
NOTE 1 – Organization and Basis of Presentation

Organization

Crescent is a differentiated U.S. energy company committed to delivering value for shareholders through a disciplined growth through acquisition strategy and consistent return of capital. Our portfolio of low-decline, cash-flow oriented assets comprises both mid-cycle unconventional and conventional assets with a long reserve life and deep inventory of high-return development locations in the Eagle Ford and Uinta basins.

Corporate Structure

Our Class A Common Stock is listed on the New York Stock Exchange under the symbol “CRGY.” We are structured as an “Up-C,” and Crescent is a holding company, the sole material assets of which are units ("OpCo Units") of Crescent Energy OpCo LLC ("OpCo"). 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. Shares of Crescent Class A common stock, par value $0.0001 per share ("Class A Common Stock") have both voting and economic rights with respect to Crescent. Holders of Crescent 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 with respect to Crescent, hold a corresponding amount of economic, non-voting OpCo Units. 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”). Additionally, an affiliate of KKR & Co. Inc. (together with its subsidiaries, the "KKR Group") 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 and to certain other approval rights.

2024 Equity Transactions

In March 2024, 16.1 million OpCo Units were acquired from Independence Energy Aggregator L.P., the entity through which certain private investors in affiliated KKR entities hold their interests in us, and we cancelled a corresponding number of shares of Class B Common Stock (the "March 2024 Redemption"). Of the total OpCo Units acquired, 13.8 million were acquired for shares of Class A Common Stock, which were subsequently sold in an underwritten public offering at a price to the public of $10.50 per share, or a net price of $9.87 per share after deducting the underwriters' discounts and commissions, from which we did not receive any proceeds, nor incur any material expenses with respect to such acquisition. In connection with the underwritten public offering, we repurchased 2.3 million OpCo Units from Independence Energy Aggregator L.P. for $22.7 million in cash and we cancelled a corresponding number of shares of Class B Common Stock (the "March 2024 Repurchase," together with the March 2024 Redemption, the "March 2024 Equity Transactions").

As a result of the March 2024 Equity Transactions, the total number of shares of our Class A Common Stock increased by 13.8 million shares and the total number of shares of our Class B Common Stock decreased by 16.1 million shares. Redeemable noncontrolling interests decreased by $341.7 million while APIC increased by $319.0 million as a result of the March 2024 Equity Transactions to reflect the new ownership of OpCo as of March 31, 2024.

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
10


financial statements should be read in conjunction with the audited combined and consolidated financial statements and notes thereto included in our Annual Report.

Crescent is a holding company that conducts substantially all of its business through its consolidated subsidiaries, including (i) OpCo, which at March 31, 2024, is owned approximately 59% by Crescent and approximately 41% by holders of our redeemable noncontrolling interests, 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. 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.

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.
NOTE 2 – 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 and income taxes.

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. Restricted cash is included in Other current assets and Other assets on our consolidated balance sheets.

The following table provides a reconciliation of cash and restricted cash presented on our balance sheets to amounts shown in our consolidated statements of cash flows:

As of March 31,
20242023
(in thousands)
Cash and cash equivalents$5,321 $2,930 
Restricted cash – current261 8,631 
Restricted cash – noncurrent5,589 5,048 
Total cash, cash equivalents and restricted cash$11,171 $16,609 

Redeemable Noncontrolling Interests

Pursuant to the OpCo LLC Agreement, holders of OpCo Units, other than the Company, may redeem all or a portion of their OpCo Units for either (a) shares of Class A Common Stock or (b) at the election of the Company, an approximately equivalent amount of cash as determined pursuant to the terms of the OpCo LLC Agreement. In connection with such redemption, a corresponding number of shares of Class B Common Stock will be cancelled. The cash 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
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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 interests are recorded at the greater of the carrying value or redemption amount with a corresponding adjustment to additional paid-in capital. The cash redemption amount for OpCo Units for this purpose is based on the 10-day volume-weighted average closing price 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. Additionally, certain other subsidiaries have agreements whereby certain employees have the option to sell their noncontrolling interest in such subsidiaries back to us at fair value and these interests are treated as redeemable noncontrolling interests outside of permanent equity.

During March 2024, the 2024 Equity Transactions reduced the number of shares of our Class B Common Stock by 16.1 million shares. In addition, the 2024 Equity Transactions resulted in the transfer of 13.8 million OpCo Units to Crescent and the repurchase, by OpCo, of 2.3 million OpCo Units for $22.7 million in cash. As a result of the transfer of additional OpCo Units to Crescent, we reclassified $319.0 million from Redeemable noncontrolling interests to Additional paid-in capital.

From December 31, 2023 through March 31, 2024, we recorded adjustments to the value of our redeemable noncontrolling interests as shown below:

Redeemable Noncontrolling Interests
(in thousands)
Balance as of December 31, 2023$1,901,208 
Net loss attributable to redeemable noncontrolling interests(11,695)
Distributions(88)
Distributions from OpCo related to Class A common stock dividend and income taxes, net(8,362)
Accrued OpCo distribution related to Manager Compensation(5,627)
Equity-based compensation12,950 
Change in redeemable noncontrolling interests associated with the 2024 Equity Transactions(341,664)
Balance as of March 31, 2024$1,546,722 

Income Taxes

Crescent is a holding company, the sole material assets of which are OpCo Units. OpCo is a partnership and is generally not subject to U.S. federal and certain state taxes. Crescent is subject to U.S. federal and certain state taxes on its allocable share of any taxable income of OpCo. For the three months ended March 31, 2024 and March 31, 2023, we recognized income tax benefit of $4.2 million and income tax expense of $16.4 million for an effective tax rate of 11.5% and 6.0%, 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.

We have U.S. federal net operating loss carryforwards ("NOLs") and recognized built-in-loss ("RBIL") property that are subject to limitation under Section 382. Pursuant to Sections 382 and 383 of the U.S. Internal Revenue Code of 1986, as amended, utilization of our NOLs and RBIL carryforwards is subject to an annual limitation. These annual limitations may result in the expiration of NOLs and RBIL carryforwards prior to utilization; accordingly, we have maintained a valuation allowance related to U.S. federal NOLs and RBIL carryforwards that we do not believe are recoverable due to these Section 382 limitations.

As of March 31, 2024 and December 31, 2023, we did not have any uncertain tax positions.
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Supplemental Cash Flow Disclosures

The following table presents our supplemental cash flow disclosures for the three months ended March 31, 2024 and 2023:

Three Months Ended March 31,
20242023
(in thousands)
Supplemental cash flow disclosures:
Interest paid, net of amounts capitalized$50,069 $7,447 
Income tax payments (refunds)86 20 
Non-cash investing and financing activities:
Capital expenditures included in accounts payable and accrued liabilities$136,630 $88,540 
Right-of-use assets obtained in exchange for leases3,673 2,485 
NOTE 3 – Acquisitions and Divestitures

Acquisitions

In February 2024, we acquired a portfolio of oil and natural gas mineral interests located in the Karnes Trough of the Eagle Ford Basin from an unrelated third-party (the "Eagle Ford Minerals Acquisition") for total cash consideration of approximately $25.0 million, including customary purchase price adjustments. The purchase price was funded using borrowings under our Revolving Credit Facility.

In July 2023, we consummated the acquisition contemplated by the Purchase and Sale Agreement, dated as of May 2, 2023, between our subsidiary and Comanche Holdings, LLC ("Comanche Holdings") and SN EF Maverick, LLC ("SN EF Maverick," and together with Comanche Holdings, the "Seller"), pursuant to which we agreed to acquire operatorship and incremental working interests (the "July Western Eagle Ford Acquisition") in certain of our existing Western Eagle Ford assets from the Seller for aggregate cash consideration of approximately $592.7 million, including capitalized transaction costs and certain final purchase price adjustments.

In October 2023, we consummated an unrelated acquisition contemplated by the Purchase and Sale Agreement, dated as of August 22, 2023, between our subsidiary and an unaffiliated third party, pursuant to which we agreed to acquire certain incremental working interests in oil and natural gas properties (the "October Western Eagle Ford Acquisition," and together with the July Western Eagle Ford Acquisition, the "Western Eagle Ford Acquisitions") in certain of our existing Western Eagle Ford assets from the seller for aggregate cash consideration of approximately $235.1 million, including certain customary purchase price adjustments.

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Consideration Transferred

The following table summarizes the consideration transferred and the net assets acquired for our asset acquisitions during 2024 and 2023 that impact the periods presented:

As of March 31, 2024As of December 31, 2023
Eagle Ford Minerals AcquisitionJuly Western Eagle Ford AcquisitionOctober Western Eagle Ford Acquisition
(in thousands)
Consideration transferred:
Cash consideration$25,000 $592,735 $235,069 
Total$25,000 $592,735 $235,069 
Assets acquired and liabilities assumed:
Prepaid and other current assets$ $355 $ 
Oil and natural gas properties - proved12,865 595,025 239,573 
Oil and natural gas properties - unproved properties
12,135 22,310 9,819 
Accounts payable and accrued liabilities (12,668)(5,790)
Asset retirement obligations (10,541)(7,908)
Other liabilities (1,746)(625)
Net assets acquired
$25,000 $592,735 $235,069 
NOTE 4 – 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 March 31, 2024, 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 would be required to 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.

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The following table details our net volume positions by commodity as of March 31, 2024:

Production PeriodVolumesWeighted
Average
Fixed Price
Fair
Value
(in thousands)(in thousands)
Crude oil swaps – WTI (Bbls):
20248,065 $68.24$(95,743)
Crude oil swaps – Brent (Bbls):
2024181 $70.98(2,388)
Crude oil collars – WTI (Bbls):
20245,244 $63.16— $81.71(16,446)
20252,738 $60.00— $79.42(5,201)
2025(1)
1,460 $60.00— $85.00(3,805)
Crude oil collars – Brent (Bbls):
2024110 $65.00— $100.00(2)
2025365 $65.00— $91.6196 
Natural gas swaps (MMBtu):
202430,860 $3.6939,487 
Natural gas collars (MMBtu):
202413,750 $3.38— $4.5614,133 
202558,765 $3.00— $6.0310,296 
Crude oil basis swaps (Bbls):
20245,885 $1.51(716)
2025913 $1.801 
Natural gas basis swaps (MMBtu):
202424,392 $(0.18)1,067 
20255,037 $0.32(147)
Calendar Month Average roll swaps (Bbls):
20245,959 $0.43(2,929)
20251,460 $0.45(164)
Total$(62,461)

(1)     Represents outstanding crude oil collar options exercisable by the counterparty until December 16, 2024.
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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 March 31, 2024 and December 31, 2023:

Gross Fair
Value
Effect of
Counterparty
Netting
Net Carrying
Value
(in thousands)
March 31, 2024
Assets:
Derivative assets – current$68,237 $(31,724)$36,513 
Derivative assets – noncurrent20,802 (16,497)4,305 
Total assets$89,039 $(48,221)$40,818 
Liabilities:
Derivative liabilities – current$(132,944)$31,724 $(101,220)
Derivative liabilities – noncurrent(18,556)16,497 (2,059)
Total liabilities$(151,500)$48,221 $(103,279)
December 31, 2023
Assets:
Derivative assets – current$93,720 $(39,399)$54,321 
Derivative assets – noncurrent22,686 (14,620)8,066 
Total assets$116,406 $(54,019)$62,387 
Liabilities:
Derivative liabilities – current$(81,450)$39,399 $(42,051)
Derivative liabilities – noncurrent(14,620)14,620  
Total liabilities$(96,070)$54,019 $(42,051)

See NOTE 5 – Fair Value Measurements for more information.

The amounts recognized in Gain (loss) on derivatives in our condensed consolidated statements of operations were as follows for the three months ended March 31, 2024 and 2023:


Three Months Ended March 31,
20242023
(in thousands)
Derivatives not designated as hedging instruments:
Realized gain (loss) on oil positions$(44,062)$(38,105)
Realized gain (loss) on natural gas positions21,256 (16,536)
Realized gain (loss) on NGL positions 7,484 
Total realized gain (loss) on derivatives(22,806)(47,157)
Unrealized gain (loss) on commodity hedges(82,796)197,467 
Gain (loss) on derivatives$(105,602)$150,310 


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NOTE 5 – 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 March 31, 2024 and December 31, 2023 by level within the fair value hierarchy:

Fair Value Measurement Using
Level 1Level 2Level 3Total
(in thousands)
March 31, 2024
Financial assets:
Derivative assets$ $89,039 $ $89,039 
Financial liabilities:    
Derivative liabilities$ $(151,500)$ $(151,500)
     
December 31, 2023    
Financial assets:    
Derivative assets$ $116,406 $ $116,406 
Financial liabilities:    
Derivative liabilities$ $(96,070)$ $(96,070)

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
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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 March 31, 2024 and December 31, 2023 was approximately $1,763.9 million and $1,750.7 million based on quoted market prices.
NOTE 6 – Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following as of March 31, 2024 and December 31, 2023: 

March 31, 2024December 31, 2023
(in thousands)
Accounts payable and accrued liabilities:
Accounts payable$138,478 $125,010 
Accrued lease and asset operating expense72,028 58,847 
Accrued capital expenditures98,687 74,206 
Accrued general and administrative expense12,139 16,441 
Accrued gathering, transportation and marketing expense38,366 56,088 
Accrued revenue and royalties payable153,360 154,345 
Accrued interest expense14,437 45,546 
Accrued severance taxes37,903 58,100 
Other9,235 24,960 
Total accounts payable and accrued liabilities$574,633 $613,543 
NOTE 7 – Debt

Senior Notes

2032 Notes

In March 2024, we issued $700.0 million aggregate principal amount of 7.625% senior notes due 2032 (the "2032 Notes") at par (the “2032 Notes Offering”). The 2032 Notes bear interest at an annual rate of 7.625%, which is payable on April 1 and October 1 of each year, and mature on April 1, 2032. The proceeds from the 2032 Notes Offering were approximately $686.2 million, after deducting the initial purchasers' discount and offering expenses. We used the net proceeds and additional borrowing under our Revolving Credit Facility to finance the consideration of the Tender Offer and Redemption (each term as defined below) of all of the aggregate principal amount of the 2026 Notes outstanding for $714.8 million after including extinguishment costs, as discussed further below.

We may, at our option, redeem all or a portion of the 2032 Notes at any time on or after April 1, 2027 at certain redemption prices. We may also redeem up to 40% of the aggregate principal amount of the 2032 Notes before April 1, 2027 with an amount of cash not greater than the net proceeds that we raise in certain equity offerings at a redemption price equal to 107.625% of the principal amount of the 2032 Notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding the redemption date. In addition, prior to April 1, 2027, we may redeem some or all of the 2032 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.

2028 Notes

In February 2023, we issued $400.0 million aggregate principal amount of 9.250% senior notes due 2028 (the "2028 Notes"). In July 2023, we issued an additional $300.0 million, aggregate principal amount of 2028 Notes at 98.000% of par. In September 2023, we issued an additional $150.0 million aggregate principal amount of 2028 Notes at 101.125% of par. In December 2023,
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we issued an additional $150.0 million aggregate principal amount of 2028 Notes at 102.125% of par. The aggregate proceeds from the offerings of the 2028 Notes were $977.4 million, after adjusting for discounts, premiums and offering expenses, but excluding accrued interest payable by purchasers of the 2028 Notes. We used the aggregate net proceeds to repay a portion of our outstanding balance under our Revolving Credit Facility (as defined herein) and to fund a portion of the Western Eagle Ford Acquisitions.

All issuances of the 2028 Notes are treated as a single series of securities under the indenture governing the 2028 Notes, will vote together as a single class, and have substantially identical terms, other than the issue date, the issue price, and the first interest payment date.

The 2028 Notes bear interest at an annual rate of 9.250%, which is payable on February 15 and August 15 of each year, and mature on February 15, 2028. We may, at our option, redeem all or a portion of the 2028 Notes at any time on or after February 15, 2025 at certain redemption prices. In addition, prior to February 15, 2025, we may redeem some or all of the 2028 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.

2026 Notes

At December 31, 2023 we had $700.0 million outstanding aggregate principal amount of 7.250% senior notes due 2026 (the "2026 Notes") that were subject to the indenture dated May 6, 2021, as supplemented to the date hereof, between us and our trustee (the "2021 Indenture"). In March 2024, pursuant to a cash tender offer (the "Tender Offer") and redemption of any remaining 2026 Notes following the Tender Offer (the "Redemption"), we extinguished all of our 2026 Notes. After the Tender Offer and the Redemption, the 2021 Indenture was satisfied and discharged on March 26, 2024, and we have no further obligations under the 2021 Indenture at March 31, 2024. We repurchased all of the 2026 Notes at a blended price of 101.857% of par and thus incurred a Loss on the extinguishment of debt of $22.6 million, including the write-off of our remaining deferred financing costs.

After the completion of the Tender Offer and Redemption, the 2028 Notes and 2032 Notes (collectively, 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 indentures governing the Senior Notes contain 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.

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

We are party to 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. From time to time, we have entered into amendments to the Revolving Credit Facility, which have, as of March 31, 2024, (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
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SOFR (as defined herein) 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 Revolving 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. Subsequent to March 31, 2024, we further amended the Revolving Credit Facility. See NOTE 13 – Subsequent Events for additional information.

At March 31, 2024, we had $81.3 million of borrowings and $21.6 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 at both March 31, 2024 and December 31, 2023 was 9.75%.

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.

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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 March 31, 2024 and December 31, 2023, we had letters of credit outstanding of $21.6 million and $14.4 million, respectively, which reduce the amount available to borrow under our Revolving Credit Facility.

Total Debt Outstanding

The following table summarizes our debt balances as of March 31, 2024 and December 31, 2023:

Debt OutstandingLetters of Credit IssuedBorrowing BaseMaturity
(in thousands)
March 31, 2024
Revolving Credit Facility$81,300 $21,586 $2,000,000 9/23/2027
9.250% Senior Notes due 2028
1,000,000 — — 2/15/2028
7.625% Senior Notes due 2032
700,000 — — 4/1/2032
Less: Unamortized discount, premium and issuance costs(32,074)
Total long-term debt$1,749,226 
December 31, 2023
Revolving Credit Facility$23,500 $14,408 $2,000,000 9/23/2027
7.250% Senior Notes due 2026
700,000 — — 5/1/2026
9.250% Senior Notes due 2028
1,000,000 — — 2/15/2028
Less: Unamortized discount, premium and issuance costs(29,125)
Total long-term debt$1,694,375 
NOTE 8 – Asset Retirement Obligations

Our asset retirement obligation ("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 three months ended March 31, 2024:

Three Months Ended March 31, 2024
(in thousands)
Balance at beginning of period$445,060 
Additions596 
Retirements(3,111)
Accretion expense7,729 
Balance at end of period450,274 
Less: current portion(26,042)
Balance at end of period, noncurrent portion$424,232 
NOTE 9 – 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.

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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 and do not have any material liabilities recorded at March 31, 2024.
NOTE 10 – Equity-Based Compensation Awards

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. Our equity-based compensation awards may contain certain service-based, performance-based, and market-based vesting conditions. The following table summarizes compensation expense we recognized in connection with our equity-based compensation awards for the periods indicated:

Three Months Ended March 31,
20242023
(in thousands)
Equity-based compensation expense (income):
Liability-classified profits interest awards$393 $(212)
Equity-classified profits interest awards276 1,553 
Equity-classified LTIP RSU awards297 391 
Equity-classified LTIP PSU awards159  
Equity-classified Manager PSUs27,049 5,873 
Total equity-based compensation expense (income)$28,174 $7,605 

Equity-classified LTIP RSU Awards

We did not grant any equity-classified LTIP RSU awards during the three months ended March 31, 2024. In April 2024, we granted 116 thousand equity-classified LTIP RSUs under the Crescent Energy Company 2021 Equity Incentive Plan to certain directors, officers and employees. Each LTIP RSU represents the contingent right to receive one share of Class A Common Stock. The grant date fair value was $11.68 per LTIP RSU, and the LTIP RSUs will vest over a period of one to three years, with equity-based compensation expense recognized ratably over the applicable vesting period. 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 and Redeemable noncontrolling interest on the condensed consolidated balance sheets.

Equity-classified Manager PSUs

During the three months ended March 31, 2024, in conjunction with the March 2024 Equity Transactions, the number of shares of our Class A Common Stock increased by 13.8 million shares. As a result, the number of equity-classified PSU target Class A Shares granted under the Crescent Energy Company 2021 Manager Incentive Plan increased by 1.4 million shares for the three months ended March 31, 2024. We accounted for this increase as a change in estimate and recognized additional expense of $14.1 million for the three months ended March 31, 2024.

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NOTE 11 – 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") on a quarterly basis equal to our pro rata share (based on our relative ownership of OpCo) of an annual $55.5 million fee. This 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 months ended March 31, 2024 and 2023, we recorded general and administrative expense of $8.2 million and $3.9 million, respectively, and made cash distributions of $6.8 million and $9.5 million, respectively, to our redeemable noncontrolling interests related to the Management Agreement. In addition, at March 31, 2024, in relation to the Management Agreement, we accrued a $5.6 million distribution to redeemable noncontrolling interests that will be paid during the second quarter of 2024. At both March 31, 2024 and December 31, 2023, we had $13.9 million included within Accounts payable – affiliates on the consolidated balance sheets, associated with the Management Agreement.

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 months ended March 31, 2024 and 2023, we recorded general and administrative expense of $27.0 million and $5.9 million, respectively, related to Incentive Compensation. See NOTE 10 – Equity-Based Compensation Awards 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 ("MSAs") 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 March 31, 2024 and December 31, 2023, we had a related party receivable of $5.0 million and $0.1 million, respectively, included within Accounts receivable – affiliates and a related party payable of $8.3 million and $27.9 million, respectively, included within Accounts payable – affiliates on our condensed consolidated balance sheets associated with KKR Funds transactions.

KKR Capital Markets LLC ("KCM")

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We may engage KCM, an affiliate of KKR Group, for capital market transactions including notes offerings and equity offerings. The following table summarizes fees, discounts and commissions paid to KCM by Crescent in connection with our debt and equity transactions:

Three Months Ended March 31,
20242023
(in thousands)
Amounts paid to KCM$1,838$1,100

Other Transactions

In March 2024, OpCo repurchased 2.3 million OpCo Units from Independence Energy Aggregator L.P., the entity through which certain private investors in affiliated KKR entities hold their interests in us, for $22.7 million. Refer to further discussion in NOTE 1 – Organization and Basis of Presentation. During the three months ended March 31, 2024 and 2023 we made cash distributions of $8.3 million and $20.2 million, respectively, to our redeemable noncontrolling interests related to their pro rata share of cash distributions made to Crescent Energy to pay dividends and income taxes. In addition, during the three months ended March 31, 2024, we reimbursed KKR $1.3 million for costs incurred on our behalf. In 2023 we entered into an office sublease agreement with KKR and at March 31, 2024 and December 31, 2023, we had $5.8 million and $6.6 million, respectively, included in Accounts payable - affiliates on the consolidated balance sheet related to our allocable share of leasehold improvement costs under the office sublease.

Board of Directors

In March 2023, we signed a ten-year office lease with an affiliate of Crescent Real Estate LLC. John C. Goff, the Chairman of our Board of Directors, is affiliated with Crescent Real Estate LLC. The terms of the lease provide for annual base rent of approximately $0.3 million, increasing over the term of the lease, and the payment by one of our subsidiaries of certain other customary expenses. In addition, the lease provides for reimbursement of our costs up to $1.1 million for tenant improvement expenses. During the three months ended March 31, 2024, we received $1.1 million reimbursement for our leasehold improvements. During the three months ended March 31, 2024, we entered into an amendment to the original lease agreement for additional office space. Under the amended agreement our annual base rent is $0.4 million increasing to $0.5 million over the life of the agreement.
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NOTE 12 – 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. Net income (loss) per share - diluted excludes the effect of 0.9 million PSUs and 0.1 million RSUs for the three months ended March 31, 2024 that were not included in the computation of EPS because to do so would have been antidilutive due to our net loss.

The following table sets forth the computation of basic and diluted net income (loss) per share:

Three Months Ended March 31,
20242023
(in thousands, except share and per share amounts)
Numerator:
Net income (loss)$(32,364)$255,611 
Less: net (income) loss attributable to noncontrolling interests(3,499)(149)
Less: net (income) loss attributable to redeemable noncontrolling interests11,695 (195,668)
Net income (loss) attributable to Crescent Energy - basic(24,168)59,794 
Add: Reallocation of net income attributable to redeemable noncontrolling interest for the dilutive effect of RSUs 55 
Add: Reallocation of net income attributable to redeemable noncontrolling interest for the dilutive effect of PSUs 360 
Net income (loss) attributable to Crescent Energy - diluted$(24,168)$60,209 
Denominator:
Weighted-average Class A common stock outstanding – basic94,793,415 48,282,163 
Add: dilutive effect of RSUs 50,579 
Add: dilutive effect of PSUs 332,610 
Weighted-average Class A common stock outstanding – diluted94,793,415 48,665,352 
Weighted-average Class B common stock outstanding – basic and diluted84,332,739 118,645,323 
Net income (loss) per share:
Class A common stock – basic$(0.25)$1.24 
Class A common stock – diluted
$(0.25)$1.24 
Class B common stock – basic and diluted$ $ 




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NOTE 13 – Subsequent Events

Dividend

On May 6, 2024, the Board of Directors approved a quarterly cash dividend of $0.12 per share, or $0.48 per share on an annualized basis, to be paid to shareholders of our Class A Common Stock with respect to the first quarter of 2024. The quarterly dividend is payable on June 7, 2024 to shareholders of record as of the close of business on May 21, 2024. OpCo unitholders will also receive an equivalent 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.

April 2024 Class A Conversion

On April 1, 2024, Independence Energy Aggregator L.P., the entity through which certain private investors in affiliated KKR entities hold their interests in us, exchanged 6.0 million OpCo Units (and we cancelled a corresponding number of shares of Class B Common Stock) for an equivalent number of shares of Class A Common Stock (the "April 2024 Class A Conversion"). The shares of Class A Common Stock were sold at a price per share of $10.74, pursuant to Rule 144, through a broker-dealer. We did not receive any proceeds or incur any material expenses related to the April 2024 Class A Conversion.

Revolving Credit Facility Amendment

On April 10, 2024, we entered into the Seventh Amendment to the credit agreement governing our Revolving Credit Facility. Among other things, the amendment included a reduction of the borrowing base to $1.7 billion from $2.0 billion, maintained elected commitments at $1.3 billion and extended the maturity date of any revolving loans under the Revolving Credit Facility to April 10, 2029. The amendment also modified the fee payable for the unused revolving commitments such that it is 0.375% or 0.50% per year based on utilization of the Revolving Credit Facility and maintained the applicable margin, so that the loans under the Revolving Credit Facility will continue to 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.


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Item 2. Management’s discussion and analysis of financial condition and results of operations

Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide the reader of the financial statements with a narrative from the perspective of management on the financial condition, results of operations, liquidity and certain other factors that may affect the Company's operating results. The following discussion and analysis should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023 ("Annual Report"), as well as our unaudited condensed consolidated financial statements for the three months ended March 31, 2024 and 2023. The following information updates the discussion of our financial condition provided in our previous filings, and analyzes the changes in the results of operations between the three months ended March 31, 2024 and 2023. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, commodity price volatility, capital requirements and uncertainty of obtaining additional funding on terms acceptable to the Company, realized oil, natural gas and NGL prices, the timing and amount of future production of oil, natural gas and NGLs, shortages of equipment, supplies, services and qualified personnel, as well as those factors discussed below and elsewhere in this Quarterly Report and in our Annual Report, particularly under “Risk Factors” and “Cautionary Statement Regarding Forward Looking Statements,” all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

Business

Crescent is a differentiated U.S. energy company committed to delivering value for shareholders through a disciplined growth through acquisition strategy and consistent return of capital. Our portfolio of low-decline, cash-flow oriented assets comprises both mid-cycle unconventional and conventional assets with a long reserve life and deep inventory of high-return development locations in the Eagle Ford and Uinta basins.

Geopolitical developments and economic environment

During the last several years, prices of crude oil, natural gas and NGLs have experienced periodic downturns and sustained volatility, impacted by the COVID-19 pandemic and recovery, Russia’s invasion of Ukraine and the related sanctions imposed on Russia, Hamas' attack against Israel and the ensuing conflict and escalation of tensions in the Middle East (including with Iran), supply chain constraints and elevated interest rates and costs of capital. Furthermore, the United States continued to experience a significant inflationary environment, which began in 2022, that, along with international geopolitical risks, has contributed to concerns of a potential recession in 2024 that has created further volatility. In March 2024, OPEC announced an extension of its production cuts of around 2.2 million barrels per day. The actions of OPEC with respect to oil production levels and announcements of potential changes in such levels, including agreement on and compliance with production cuts, may result in further volatility in commodity prices and the oil and natural gas industry generally. Such volatility may lead to a more difficult investing and planning environment for us and our customers. While we use derivative instruments to partially mitigate the impact of commodity price volatility, our revenues and operating results depend significantly upon the prevailing prices for oil and natural gas.

Due to the cyclical nature of the oil and gas industry, fluctuating demand for oilfield goods and services can put pressure on the pricing structure within our industry. As commodity prices rise, the cost of oilfield goods and services generally also increase, while during periods of commodity price declines, oilfield costs typically lag and do not adjust downward as fast as oil prices do. The U.S. inflation rate began increasing in 2021, peaked in the middle of 2022 and began to gradually decline in the second half of 2022 and into 2023 and has remained relatively stable in the first quarter of 2024. Inflationary pressures have resulted in and may result in additional increases to the costs of our oilfield goods, services and personnel, which in turn cause our capital expenditures and operating costs to rise. Sustained levels of high inflation have likewise caused the U.S. Federal Reserve and other central banks to increase interest rates in 2022 and through 2023 and, although the financial health of the oil and gas industry has shown improvement as compared to prior periods, to the extent elevated inflation remains, we may experience further cost increases for our operations, including oilfield services, labor costs and equipment if our drilling activity increases. Higher oil and natural gas prices may cause the costs of materials and services to continue to rise. We cannot predict any future trends in the rate of inflation and a significant increase in inflation, to the extent we are unable to recover higher costs through higher oil and natural gas prices and revenues, would negatively impact our business, financial condition and results of operations. See Part I, Item 1A. Risk Factors—"Risks related to the oil and natural gas industry—Continuing or worsening inflationary issues and associated changes in monetary policy have resulted in and may result in additional increases to the cost
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of our goods, services and personnel, which in turn cause our capital expenditures and operating costs to rise" in our Annual Report.

In August 2022, the Inflation Reduction Act of 2022 (“IRA 2022”) was signed into law. The IRA 2022 contains hundreds of billions of dollars in incentives for the development of renewable energy, clean hydrogen, clean fuels, electric vehicles and supporting infrastructure and carbon capture and sequestration, amongst other provisions. These incentives could further accelerate the transition of the U.S. economy away from the use of fossil fuels towards lower- or zero-carbon emissions alternatives, which could decrease demand for the oil and gas we produce and consequently materially and adversely affect our business and results of operations. In addition, the IRA 2022 imposes a federal fee on the emission of greenhouse gases through a methane emissions charge, including onshore petroleum and natural gas production. The methane emissions charge is expected to be collected in 2025 based on calendar year 2024 emissions and the fee is based on certain thresholds established in the IRA 2022. The methane emissions charge could increase our operating costs and adversely affect our business and results of operations. See Part II, Item 1A. Risk Factors for additional information. The IRA 2022 also imposes a 1% U.S. federal excise tax on certain repurchases of stock by publicly traded U.S. corporations, such as Crescent, after December 31, 2022.

On March 6, 2024, the SEC finalized rules to require certain climate-related disclosures in filings for public companies, beginning in fiscal year 2026 for accelerated filers. However, the rule has been subject to consolidated legal challenges in the U.S. Court of Appeals for the Eighth Circuit and the SEC has announced that it will not implement the rule while litigation is pending. While we are still assessing the rule’s potential impact on us, if the rule takes effect, we will be required to incur costs in order to comply.

Capital markets transactions

On April 1, 2024, Independence Energy Aggregator L.P., the entity through which certain private investors in affiliated KKR entities hold their interests in us, exchanged 6.0 million OpCo Units (and we cancelled a corresponding number of shares of Class B Common Stock) for an equivalent number of shares of Class A Common Stock (the "April 2024 Class A Conversion"). The shares of Class A Common Stock were sold at a price per share of $10.74, pursuant to Rule 144, through a broker-dealer. We did not receive any proceeds or incur any material expenses related to the April 2024 Class A Conversion.

In March 2024, 16.1 million OpCo Units were acquired from Independence Energy Aggregator L.P., and we cancelled a corresponding number of shares of Class B Common Stock (the "March 2024 Redemption"). Of the total OpCo Units acquired, 13.8 million were acquired for shares of Class A Common Stock, which were subsequently sold in an underwritten public offering at a price to the public of $10.50 per share, or a net price of $9.87 per share after deducting the underwriters' discounts and commissions, from which we did not receive any proceeds, nor incur any material expenses with respect to such acquisition. In connection with the underwritten public offering, we repurchased 2.3 million OpCo Units from Independence Energy Aggregator L.P. for $22.7 million in cash and we cancelled a corresponding number of shares of Class B Common Stock (the "March 2024 Repurchase," together with the March 2024 Redemption, the "March 2024 Equity Transactions").

As a result of the March 2024 Equity Transactions and the April 2024 Class A Conversion, the total number of shares of our Class A Common Stock increased by 19.8 million shares and the total number of shares of our Class B Common Stock decreased by 22.1 million shares. During the three months ended March 31, 2024, Redeemable noncontrolling interests decreased by $341.7 million while APIC increased by $319.0 million as a result of the March 2024 Equity Transactions to reflect the new ownership of OpCo as of March 31, 2024.

2032 Notes

In March 2024, we issued $700.0 million aggregate principal amount of 7.625% senior notes due 2032 (the "2032 Notes") at par (the “2032 Notes Offering”). The 2032 Notes bear interest at an annual rate of 7.625%, which is payable on April 1 and October 1 of each year, and mature on April 1, 2032. The proceeds from the 2032 Notes Offering were approximately $686.2 million, after deducting the initial purchasers' discount and offering expenses. We used the net proceeds and additional borrowing under our Revolving Credit Facility to finance the consideration of the Tender Offer and Redemption (each term as defined below) of all of the aggregate principal amount of the 2026 Notes outstanding for $714.8 million after including extinguishment costs, as discussed further below.

2028 Notes

In February 2023, we issued $400.0 million aggregate principal amount of 9.250% senior notes due 2028 (the "2028 Notes"). In July 2023, we issued an additional $300.0 million aggregate principal amount of 2028 Notes at 98.000% of par. In September 2023, we issued an additional $150.0 million aggregate principal amount of 2028 Notes at 101.125% of par. In December 2023,
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we issued an additional $150.0 million aggregate principal amount of 2028 Notes at 102.125% of par. The aggregate proceeds from the offerings of the 2028 Notes were $977.4 million, after adjusting for discounts, premiums and offering expenses, but excluding accrued interest payable by purchasers of the 2028 Notes. We used the aggregate proceeds to repay a portion of our outstanding balance under our Revolving Credit Facility (as defined herein) and to fund a portion of the Western Eagle Ford Acquisitions.

Acquisitions and divestitures

Acquisitions

In February 2024, we acquired a portfolio of oil and natural gas mineral interests located in the Karnes Trough of the Eagle Ford Basin from an unrelated third-party (the "Eagle Ford Minerals Acquisition") for total cash consideration of approximately $25.0 million, including customary purchase price adjustments. The purchase price was funded using borrowings under our Revolving Credit Facility.

In July 2023, we consummated the acquisition contemplated by the Purchase and Sale Agreement, dated as of May 2, 2023, between our subsidiary and Comanche Holdings, LLC ("Comanche Holdings") and SN EF Maverick, LLC ("SN EF Maverick," and together with Comanche Holdings, the "Seller"), pursuant to which we agreed to acquire operatorship and incremental working interests (the "July Western Eagle Ford Acquisition") in certain of our existing Western Eagle Ford assets from the Seller for aggregate cash consideration of approximately $592.7 million, including capitalized transaction costs and certain final purchase price adjustments.

In October 2023, we consummated an unrelated acquisition contemplated by the Purchase and Sale Agreement, dated as of August 22, 2023, between our subsidiary and an unaffiliated third party, pursuant to which we agreed to acquire certain incremental working interests in oil and natural gas properties (the "October Western Eagle Ford Acquisition," and together with the July Western Eagle Ford Acquisition, the "Western Eagle Ford Acquisitions") in certain of our existing Western Eagle Ford assets from the seller for aggregate cash consideration of approximately $235.1 million, including certain customary purchase price adjustments.

Stewardship

We seek to strategically improve assets we own and acquire to deliver enhanced financial returns, operations and stewardship. We believe that being a responsible operator will produce better outcomes, creating a net benefit for society and the environment, while delivering attractive returns for our investors. We view exceptional sustainability performance as an opportunity to differentiate Crescent from its peers, mitigate risks and strengthen operational performance as well as benefit our stakeholders and the communities in which we operate.

We are members of the Oil & Gas Methane Partnership 2.0 Initiative, or OGMP 2.0, and received Gold Standard pathway ratings in 2022 and 2023 for our credible plan to more accurately measure our methane emissions. OGMP 2.0 is the United Nations Environment Programme's flagship oil and gas reporting and mitigation program and the leading industry standard for methane emissions reporting. We also established a Sustainability Advisory Council, an outside council comprising leading experts across key sustainability topics, to advise management and our Board of Directors on sustainability-related issues. In November 2023, we released our third Sustainability Report which is available on Crescent’s website at https://www.crescentenergyco.com/#sustainability.

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How we evaluate our operations

We use a variety of financial and operational metrics to assess the performance of our oil, natural gas and NGL operations, including:

Production volumes sold,
Commodity prices and differentials,
Operating expenses,
Adjusted EBITDAX (non-GAAP), and
Levered Free Cash Flow (non-GAAP)

For a reconciliation of these non-GAAP measures to the nearest comparable GAAP measures, see "—Results of Operations—Adjusted EBITDAX (non-GAAP) and Levered Free Cash Flow (non-GAAP)."

Development program and capital budget

Our development program is designed to prioritize the generation of attractive risk-adjusted returns and meaningful free cash flow and is inherently flexible, with the ability to modify our capital program as necessary to react to the current market environment.

We expect to incur approximately $550 million to $625 million, excluding acquisitions, for our 2024 capital program. The majority of our program is allocated to D&C, which approximately 90% is allocated to our operated assets in the Eagle Ford and Uinta basins. We expect to fund our 2024 capital program through cash flow from operations. Due to the flexible nature of our capital program and the fact that the majority of our acreage is held by production, we could choose to defer a portion or all of these planned capital expenditures depending on a variety of factors, including, but not limited to, the success of our drilling activities, prevailing and anticipated prices for oil, natural gas and NGLs and resulting well economics, the availability of necessary equipment, infrastructure and capital, the receipt and timing of required regulatory permits and approvals, seasonal conditions, drilling and acquisition costs and the level of participation by other interest owners.

Sources of revenues

Our revenues are primarily derived from the sale of our oil, natural gas and NGL production and are influenced by production volumes and realized prices, excluding the effect of our commodity derivative contracts. Pricing of commodities are subject to supply and demand as well as seasonal, political and other conditions that we generally cannot control. Our revenues may vary significantly from period to period as a result of changes in volumes of production sold or changes in commodity prices. The following table illustrates our production revenue mix for each of the periods presented:

Three Months Ended March 31,
20242023
Oil76 %65 %
Natural gas13 %28 %
NGLs11 %%

In addition, revenue from our midstream assets is supported by commercial agreements that have established minimum volume commitments. These midstream revenues comprise the majority of our midstream and other revenue. Midstream and other revenue accounts for 6% or less of our total revenues for the three months ended March 31, 2024 and 2023.

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Production volumes sold

The following table presents historical sales volumes for our properties:

Three Months Ended March 31,
20242023
Oil (MBbls)6,403 5,320 
Natural gas (MMcf)36,704 31,550 
NGLs (MBbls)2,568 1,712 
Total (MBoe)15,088 12,290 
Daily average (MBoe/d)166 137 

Total sales volume increased 2,798 MBoe during the three months ended March 31, 2024 compared to the three months ended March 31, 2023. The increase is primarily due to our Western Eagle Ford Acquisitions.

Commodity prices and differentials

Our results of operations depend upon many factors, particularly the price of commodities and our ability to market our production effectively.

The oil and natural gas industry is cyclical and commodity prices can be highly volatile. In recent years, commodity prices have been subject to significant fluctuations, impacted by the COVID-19 pandemic and recovery, Russia’s invasion of Ukraine and the associated sanctions imposed on Russia, the Israel-Hamas conflict, actions taken by OPEC, sustained elevated inflation and increased U.S. drilling activity. Uncertainty persists regarding OPEC’s actions, increased U.S. drilling, inflation and the armed conflicts in Ukraine and Israel. Additionally, market concern regarding the health of the global banking sector and any resultant recessionary effects contributed, among other factors, to increased volatility in the price for oil and natural gas.

In order to reduce the impact of fluctuations in oil and natural gas prices on revenues, we regularly enter into derivative contracts with respect to a portion of the estimated oil, natural gas and NGL production through various transactions that fix the future prices received. We plan to continue the practice of entering into economic hedging arrangements to reduce near-term exposure to commodity prices, protect cash flow and corporate returns and maintain our liquidity.

The following table presents the percentages of our production that was economically hedged through the use of derivative contracts:

Three Months Ended March 31,
20242023
Oil63 %62 %
Natural gas40 %58 %
NGLs— %41 %

The following table sets forth the average NYMEX oil and natural gas prices and our average realized prices for the periods presented:
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Three Months Ended March 31,
20242023
Oil (Bbl):
Average NYMEX$76.96 $76.13 
Realized price (excluding derivative settlements)74.01 69.99 
Realized price (including derivative settlements) (1)
67.13 62.83 
Natural Gas (Mcf):
Average NYMEX$2.24 $3.42 
Realized price (excluding derivative settlements)2.18 5.14 
Realized price (including derivative settlements)2.76 4.61 
NGLs (Bbl):
Realized price (excluding derivative settlements)$26.07 $24.84 
Realized price (including derivative settlements)26.07 29.21 
(1) Does not include the $18.6 million impact from the settlement of acquired derivative contracts in the first quarter of 2023.


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Results of operations:

Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023

Revenues

The following table provides the components of our revenues, respective average realized prices and net sales volumes for the periods indicated:

Three Months Ended March 31,
20242023$ Change% Change
Revenues (in thousands):
Oil$473,894 $372,336 $101,558 27 %
Natural gas79,944 162,021 (82,077)(51)%
Natural gas liquids66,947 42,523 24,424 57 %
Midstream and other36,688 13,257 23,431 177 %
Total revenues$657,473 $590,137 $67,336 11 %
Average realized prices, before effects of derivative settlements:
Oil ($/Bbl)$74.01 $69.99 $4.02 %
Natural gas ($/Mcf)2.18 5.14 (2.96)(58)%
NGLs ($/Bbl)26.07 24.84 1.23 %
Total ($/Boe)41.14 46.94 (5.80)(12)%
Net sales volumes:
Oil (MBbls)6,403 5,320 1,083 20 %
Natural gas (MMcf)36,704 31,550 5,154 16 %
NGLs (MBbls)2,568 1,712 856 50 %
Total (MBoe)15,088 12,290 2,798 23 %
Average daily net sales volumes:
Oil (MBbls/d)70 59 11 19 %
Natural gas (MMcf/d)403 351 52 15 %
NGLs (MBbls/d)28 19 47 %
Total (MBoe/d)166 137 29 21 %

Oil revenue. Oil revenue increased $101.6 million, or 27%, in the three months ended March 31, 2024, compared to the three months ended March 31, 2023. This was driven by a $75.8 million increase in sales volume (11 MBbls/d or 19%) and higher realized oil prices that resulted in an increase of $25.8 million (an increase of 6% per Bbl). The increase in sales volumes is primarily driven by our Western Eagle Ford Acquisitions, while the increase in realized prices is primarily due to improved oil realizations.

Natural gas revenue. Natural gas revenue decreased $82.1 million, or 51% in the three months ended March 31, 2024, compared to the three months ended March 31, 2023. This was driven by lower natural gas prices that resulted in a decrease of $108.6 million (a decrease of 58% per Mcf), partially offset by a $26.5 million increase in sales volume (52 MMcf/d, or 15%). In addition to decreased commodity prices, during the first quarter of 2023, our access to west coast natural gas pricing markets enabled us to realize a significant premium to Henry Hub for a portion of our natural gas volumes; however, west coast market pricing was normalized during the first quarter of 2024, and we did not realize the same pricing premium. The increase in sales volumes is primarily due to our Western Eagle Ford Acquisitions.

NGL revenue. NGL revenue increased $24.4 million, or 57%, in the three months ended March 31, 2024, compared to the three months ended March 31, 2023. This was driven primarily by higher realized NGL prices that resulted in an increase of $3.1
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million (an increase of 5% per Bbl) and a $21.3 million increase in sales volume (9 MBbls/d, or 47%). The increase in sales volumes is primarily driven by our Western Eagle Ford Acquisitions.

Midstream and other revenue. Midstream and other revenue increased $23.4 million, or 177%, in the three months ended March 31, 2024, compared to the three months ended March 31, 2023, driven primarily by higher oil blending revenues in 2024.

Expenses

The following table summarizes our expenses for the periods indicated and includes a presentation on a per Boe basis, as we use this information to evaluate our performance relative to our peers and to identify and measure trends we believe may require additional analysis:

Three Months Ended March 31,
20242023$ Change% Change
Expenses (in thousands):
Operating expense$304,174 $271,848 $32,326 12 %
Depreciation, depletion and amortization176,564 146,483 30,081 21 %
General and administrative expense42,715 21,238 21,477 101 %
Total expenses$523,453 $439,569 $83,884 19 %
Selected expenses per Boe:
Operating expense$20.16 $22.12 $(1.96)(9)%
Depreciation, depletion and amortization11.70 11.92 (0.22)(2)%

Operating expense. Operating expense increased $32.3 million, or 12%, in the three months ended March 31, 2024, compared to the three months ended March 31, 2023, driven primarily by the following factors:

(i)Lease and asset operating expense increased $8.9 million, or 6%, in the three months ended March 31, 2024, compared to the three months ended March 31, 2023, and decreased $1.72 per Boe, or 14% to $10.74 per Boe. This $8.9 million increase was driven primarily by higher production from our Western Eagle Ford Acquisitions, partially offset by lower cost residue gas purchases in the first quarter of 2024. During the first quarter of 2023, we experienced higher cost residue gas purchases related to increased natural gas prices in the west coast pricing market. This higher cost residue gas was more than offset by higher realized pricing during the period.
(ii)Gathering, transportation and marketing expense increased $22.2 million, or 47%, in the three months ended March 31, 2024, compared to the three months ended March 31, 2023, and increased $0.75 per Boe, or 19% to $4.61 per Boe. This increase was driven primarily by our Western Eagle Ford Acquisitions.
(iii)Production and other taxes decreased $22.4 million, or 41%, in the three months ended March 31, 2024, compared to the three months ended March 31, 2023, and decreased $2.31 per Boe, or 52%, to $2.16 per Boe. This decrease was driven primarily by the lower natural gas revenues and increased gathering, transportation and marketing expense, which decreased the tax base upon which our production and other taxes are calculated.
(iv)Workover expense decreased $0.3 million, or 2%, in the three months ended March 31, 2024, compared to the three months ended March 31, 2023, and decreased $0.20 per Boe, or 20%, to $0.82 per Boe. This decrease was primarily caused by lower commodity price related activity.
(v)Midstream operating expense increased $24.0 million, or 634%, in the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily due to increased crude oil blending expense. The additional crude oil blending expense is more than offset by additional oil blending revenue included as part of our Midstream and other revenue.

Depreciation, depletion and amortization. In the three months ended March 31, 2024, depreciation, depletion and amortization increased $30.1 million, or 21%, compared to the three months ended March 31, 2023, driven primarily by increased production from our Western Eagle Ford Acquisitions.

General and administrative expense. General and administrative expense ("G&A") increased $21.5 million, or 101%, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily driven by (i) an increase in non-cash equity-based compensation expense of $20.6 million (includes additional catch up expense of $14.1 million due to change in estimate) and (ii) $0.7 million lower transaction and nonrecurring related expenses, offset by higher recurring G&A
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including higher expense payable under the Management Agreement with KKR Energy Assets Manager LLC, which is the pro-rata portion of the Manager Compensation borne by us. The increase in Manager Compensation and our non-cash equity-based compensation expense is due to an increase in public ownership of Class A Common Stock as a result of (i) our equity issuance in 2023 that increased public shares outstanding and also increased the annual Manager Compensation by $2.2 million to $55.5 million annually, and (ii) share redemptions for our Class A Common Stock completed in the first quarter of 2024 and throughout 2023, which does not increase the overall Manager Compensation, but does increase the portion of Manager Compensation borne by us. While only the portion of the Manager Compensation borne by us impacts our consolidated statements of operations, we include the full Manager Compensation in the calculation of Adjusted EBITDAX and Levered Free Cash Flow (the difference between the Manager Compensation and the amount presented in G&A is represented by “Certain-redeemable noncontrolling interest distributions made by OpCo related to Manager Compensation”).

Three Months Ended March 31,
20242023$ Change% Change
General and administrative expense (in thousands):
Recurring general and administrative expense$12,917 $11,265 $1,652 15 %
Transaction and nonrecurring expenses1,624 2,368 (744)(31)%
Equity-based compensation28,174 7,605 20,569 270 %
Total general and administrative expense$42,715 $21,238 $21,477 101 %
General and administrative expense per Boe:
Recurring general and administrative expense$0.86 $0.92 $(0.06)(7)%
Transaction and nonrecurring expenses0.11 0.19 (0.08)(42)%
Equity-based compensation1.87 0.62 1.25 202 %

Interest expense

In the three months ended March 31, 2024, we incurred interest expense of $42.7 million, as compared to $29.3 million in the three months ended March 31, 2023, a 46% increase. This increase was driven primarily by higher average debt balances driven by the Western Eagle Ford Acquisitions and higher interest rates associated with the issuance of the 2028 Notes (as defined below) and our Revolving Credit Facility.

Loss on extinguishment of debt

During the three months ended March 31, 2024, we incurred a loss on the extinguishment of our 2026 Notes of $22.6 million related to the $14.8 million premium and interest paid for the Tender Offer and Redemption of the 2026 Notes and $7.8 million related to the write-off of outstanding deferred finance costs related to the 2026 Notes.

Gain (loss) on derivatives

We have entered into derivative contracts to manage our exposure to commodity price risks that impact our revenues. The following table presents total unrealized and realized gain (loss) on derivatives for the periods presented:

Three Months Ended March 31,
20242023$ Change% Change
Gain (loss) on derivatives (in thousands):
Gain (loss) on commodity derivatives$(105,602)$150,310 $(255,912)(170)%
Gain (loss) on derivatives$(105,602)$150,310 $(255,912)(170)%

Our loss on commodity derivatives during the three months ended March 31, 2024 increased by $255.9 million, or 170%, from a comparable gain during the three months ended March 31, 2023 primarily due to changes in commodity prices relative to our strike price.

Income tax benefit (expense)

We are a corporation that is subject to U.S. federal and state income taxes on our allocable share of any taxable income from OpCo. OpCo is a partnership and is generally not subject to U.S. federal and certain state taxes. For the three months ended
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March 31, 2024 and March 31, 2023 we recognized income tax benefit of $4.2 million and expense of $16.4 million, respectively, for an effective tax rate of 11.5% and 6.0%, 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.

Adjusted EBITDAX (non-GAAP) and Levered Free Cash Flow (non-GAAP)

Adjusted EBITDAX and Levered Free Cash Flow are supplemental non-GAAP financial measures used by our management to assess our operating results and liquidity. See “—Non-GAAP Financial Measures below for their definitions and application.

The following table presents a reconciliation of Adjusted EBITDAX (non-GAAP) and Levered Free Cash Flow (non-GAAP) to net income (loss) and Levered Free Cash Flow (non-GAAP) to Net cash provided by operating activities, the most directly comparable financial measures, respectively, calculated in accordance with GAAP:

Three Months Ended March 31,
20242023$ Change% Change
(in thousands, except percentages)
Net income (loss)$(32,364)$255,611 $(287,975)(113)%
Adjustments to reconcile to Adjusted EBITDAX:
Interest expense42,686 29,320 
Loss from extinguishment of debt22,582 — 
Income tax expense (benefit)(4,209)16,360 
Depreciation, depletion and amortization176,564 146,483 
Non-cash (gain) loss on derivatives82,796 (197,467)
Non-cash equity-based compensation expense28,174 7,605 
Other (income) expense(150)(250)
Certain redeemable noncontrolling interest distributions made by OpCo related to Manager Compensation(5,627)(9,471)
Transaction and nonrecurring expenses (1)
2,871 2,435 
Settlement of acquired derivative contracts— (18,647)
Adjusted EBITDAX (non-GAAP)$313,323 $231,979 $81,344 35 %
Adjustments to reconcile to Levered Free Cash Flow:
Interest expense, excluding non-cash amortization of deferred financing costs, discounts, and premiums(38,310)(28,270)
Loss from extinguishment of debt, excluding non-cash write-off of deferred financing costs, discounts, and premiums(14,817)— 
Current income tax benefit (expense)(716)(512)
Tax-related redeemable noncontrolling interest distributions made by OpCo(66)(12)
Development of oil and natural gas properties(193,290)(201,687)
Levered Free Cash Flow (non-GAAP)$66,124 $1,498 $64,626 4,314 %
(1)Transaction and nonrecurring expenses of $2.9 million for the three months ended March 31, 2024 were primarily related to our capital markets transactions and integration expenses. Transaction and nonrecurring expenses of $2.4 million for the three months ended March 31, 2023 were primarily related to system integration expenses.

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Three Months Ended March 31,
20242023$ Change% Change
(in thousands, except percentages)
Net cash provided by operating activities$183,770 $240,090 $(56,320)(23)%
Changes in operating assets and liabilities87,335 (34,732)
Certain redeemable noncontrolling interest distributions made by OpCo related to Manager Compensation(5,627)(9,471)
Tax-related redeemable noncontrolling interest contributions (distributions) made by OpCo(66)(12)
Transaction and nonrecurring expenses2,871 2,435 
Loss from extinguishment of debt, excluding non-cash write-off of deferred financing costs, discounts, and premiums(14,817)— 
Other adjustments and operating activities
5,948 4,875 
Development of oil and natural gas properties(193,290)(201,687)
Levered Free Cash Flow (non-GAAP)$66,124 $1,498 $64,626 4,314 %
(1)Transaction and nonrecurring expenses of $2.9 million for the three months ended March 31, 2024 were primarily related to our capital markets transactions and integration expenses. Transaction and nonrecurring expenses of $2.4 million for the three months ended March 31, 2023 were primarily related to system integration expenses.

Adjusted EBITDAX (non-GAAP) increased by $81.3 million, or 35%, in the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily driven by higher realized oil price and additional production generated by the Western Eagle Ford Acquisitions.

Levered Free Cash Flow (non-GAAP) increased by $64.6 million, or 4,314%, in the three months ended March 31, 2024 compared to the three months ended March 31, 2023, primarily driven by our increased Adjusted EBITDAX and $8.4 million of decreased capital expenditures.

Liquidity and capital resources

Our primary sources of liquidity are cash flow from operations, borrowings under 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 and, as appropriate and subject to market conditions, opportunistic capital markets offerings. Our primary expected uses of capital are for dividends to shareholders, debt repayment, development of our existing assets and acquisitions.

Our development program is designed to prioritize the generation of meaningful free cash flow and attractive risk-adjusted returns and is inherently flexible, with the ability to scale our capital program as necessary to react to the existing market environment and ongoing asset performance. See “Development program and capital budget above for additional discussion of our capital program.

We plan to continue our practice of entering into economic hedging arrangements to reduce the impact of the near-term volatility of commodity prices and the resulting impact on our cash flow from operations. A key tenet of our focused risk management efforts is an active economic hedge strategy to mitigate near-term price volatility while maintaining long-term exposure to underlying commodity prices. Our commodity derivative program focuses on entering into forward commodity contracts when investment decisions regarding reinvestment in existing assets or new acquisitions are finalized, targeting economic hedges for a portion of expected production as well as adding incremental derivatives to our production base over time. Our active derivative program allows us to preserve capital and protect margins and corporate returns through commodity cycles.

The following table presents our cash balances and outstanding borrowings at the end of each period presented:

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March 31, 2024December 31, 2023
(in thousands)
Cash and cash equivalents$5,321 $2,974 
Long-term debt1,749,226 1,694,375 

Based on our planned capital spending, our forecasted cash flows and projected levels of indebtedness, we expect to maintain compliance with the covenants under our debt agreements. Further, based on current market indications, we expect to meet in the ordinary course of business other contractual cash commitments to third parties pursuant to the various agreements described under the heading “Contractual obligations” in our Annual Report, recognizing we may be required to meet such commitments even if our business plan assumptions were to change.

Cash flows

The following table summarizes our cash flows for the periods indicated:

Three Months Ended March 31,
20242023
(in thousands)
Net cash provided by operating activities$183,770 $240,090 
Net cash used in investing activities(157,461)(195,113)
Net cash (used in) provided by financing activities(23,867)(43,672)

Net cash provided by operating activities. Net cash provided by operating activities for the three months ended March 31, 2024 decreased by $56.3 million, or 23%, compared to the three months ended March 31, 2023 primarily due to working capital changes.

Net cash used in investing activities. Net cash used in investing activities for the three months ended March 31, 2024 decreased by $37.7 million, or 19%, compared to the three months ended March 31, 2023, primarily due to a $53.7 million reduction in our cash development capital expenditures, partially offset by $8.2 million of additional acquisitions of oil and natural gas properties in 2024.

Net cash (used in) provided by financing activities. Net cash used in financing activities for the three months ended March 31, 2024 was $23.9 million, primarily a result of the repurchase of OpCo Units and our distributions, partially offset by net cash received in our debt transactions and Revolving Credit Facility borrowings. Net cash used in financing activities for the three months ended March 31, 2023, was $43.7 million, driven by $29.7 million in distributions to redeemable noncontrolling interests and $8.2 million in dividends to holders of our Class A Common Stock.

Debt agreements

Senior Notes

2032 Notes

In March 2024, we issued $700.0 million aggregate principal amount of the 2032 Notes at par. The 2032 Notes bear interest at an annual rate of 7.625%, which is payable on April 1 and October 1 of each year, and mature on April 1, 2032. The proceeds from the 2032 Notes Offering were approximately $686.2 million, after deducting the initial purchasers' discount and offering expenses. We used the net proceeds and additional borrowing under our Revolving Credit Facility to finance the consideration of the Tender Offer and Redemption of all of the aggregate principal amount of the 2026 Notes outstanding for $714.8 million after including extinguishment costs, as discussed further below.

We may, at our option, redeem all or a portion of the 2032 Notes at any time on or after April 1, 2027 at certain redemption prices. We may also redeem up to 40% of the aggregate principal amount of the 2032 Notes before April 1, 2027 with an amount of cash not greater than the net proceeds that we raise in certain equity offerings at a redemption price equal to 107.625% of the principal amount of the 2032 Notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding the redemption date. In addition, prior to April 1, 2027, we may redeem some or all of the 2032 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.
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2028 Notes

In February 2023, we issued $400.0 million aggregate principal amount of the 2028 Notes at par. In July 2023, we issued an additional $300.0 million aggregate principal amount of the 2028 Notes at 98.000% of par, in September 2023 we issued an additional $150.0 million aggregate principal amount of the 2028 Notes at 101.125% of par and in December 2023 we issued an additional $150.0 million aggregate principal amount of the 2028 Notes at 102.125% of par. The aggregate proceeds from the offerings of the 2028 Notes were $977.4 million, after adjusting for discounts, premiums and offering expenses, but excluding accrued interest payable by purchasers of the 2028 Notes. We used the aggregate net proceeds to repay a portion of our outstanding balance under our Revolving Credit Facility (as defined herein) and to fund a portion of the Western Eagle Ford Acquisitions.

All issuances of the 2028 Notes are treated as a single series of securities under the indenture governing the 2028 Notes, will vote together as a single class, and have substantially identical terms, other than the issue date, the issue price, and the first interest payment date.

We may, at our option, redeem all or a portion of the 2028 Notes at any time on or after February 15, 2025 at certain redemption prices. We may also redeem up to 40% of the aggregate principal amount of the 2028 Notes before February 15, 2025 with an amount of cash not greater than the net proceeds that we raise in certain equity offerings at a redemption price equal to 109.250% of the principal amount of the 2028 Notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding the redemption date. In addition, prior to February 15, 2025, we may redeem some or all of the 2028 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.

2026 Notes

At December 31, 2023 we had $700.0 million outstanding aggregate principal amount of 7.250% senior notes due 2026 (the "2026 Notes") that were subject to the indenture dated May 6, 2021, as supplemented to the date hereof, between us and our trustee (the "2021 Indenture"). In March 2024, pursuant to a cash tender offer (the "Tender Offer") and redemption of any remaining 2026 Notes following the Tender Offer (the "Redemption"), we extinguished all of our 2026 Notes. After the Tender Offer and the Redemption, the 2021 Indenture was satisfied and discharged on March 26, 2024, and we have no further obligations under the 2021 Indenture at March 31, 2024. We repurchased all of the 2026 Notes at a blended price of 101.857% of par and thus incurred a Loss on the extinguishment of debt of $22.6 million, including the write-off of our remaining deferred financing costs.

After the completion of the Tender Offer and Redemption, the 2028 Notes and 2032 Notes (collectively, the "Senior Notes") are our senior unsecured obligations, and the notes and the guarantees issued in connection with the issuance of the Senior Notes rank equally in right of payment with the borrowings under the Revolving Credit Facility and all other future senior indebtedness and senior to any future subordinated indebtedness. The Senior Notes are guaranteed on a senior unsecured basis by each of our existing and future subsidiaries that guarantee the 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 the 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. Under each of the indentures governing the Senior Notes, Crescent Finance may issue additional notes that will be treated as a single series and vote together as a single class and have substantially identical terms and conditions.

The indentures governing the Senior Notes contain 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.

If we experience certain kinds of change 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 Senior Notes in the future, on any securities exchange, and currently there is no public market for the Senior Notes.

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Revolving Credit Facility

In connection with the issuance of the 2026 Notes in May 2021, Crescent Finance entered into the Revolving Credit Facility. At March 31, 2024, the Revolving Credit Facility had a maturity date of September 23, 2027. However, in April 2024, the maturity date was extended to April 10, 2029 pursuant to an amendment to the credit agreement governing the Revolving Credit Facility. At March 31, 2024, we had $81.3 million of outstanding borrowings under the Revolving Credit Facility and $21.6 million in outstanding letters of credit. Our elected commitment amount was $1.3 billion and we had approximately $1.2 billion of available borrowings under the Revolving Credit Facility as of March 31, 2024.

Borrowings under the Revolving Credit Facility bear interest at either a (i) 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 0.375% per year. Our weighted average interest rate on loan amounts outstanding at both March 31, 2024 and December 31, 2023 was 9.75%.

The borrowing base under the Revolving Credit Facility was $2.0 billion as of March 31, 2024 and December 31, 2023. In April 2024, as part of our amendment to the credit agreement governing the Revolving Credit Facility the borrowing base was reduced to $1.7 billion. 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 (a) the issuance of certain permitted junior lien debt and other permitted additional debt, (b) the sale or other disposition of borrowing base properties if the aggregate net present value, discounted at 9% per annum (“PV-9”) of such properties sold or disposed of is in excess of 5.0% of the borrowing base then in effect and (c) early termination or set-off of swap agreements (x) the administrative agent relied on in determining the borrowing base or (y) if the value of such swap agreements so terminated is in excess of 5.0% of the borrowing base then in effect.

The obligations under the Revolving Credit Facility remain secured by first priority liens on substantially all of our and the guarantors’ tangible and intangible assets, including without limitation, oil and natural gas properties and associated assets and equity interests owned by us and such guarantors. In connection with each redetermination of the borrowing base, we must maintain mortgages on at least 85% of the PV-9 of the oil and gas properties that constitute borrowing base properties. Our domestic direct and indirect subsidiaries are required to be guarantors under the Revolving Credit Facility, subject to certain exceptions.

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 a 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. At March 31, 2024, we were in compliance with each of the covenants under the Revolving Credit Facility and expect to remain in compliance with these covenants for the foreseeable future.

Capital expenditures

Our acquisition and development expenditures consist of acquisitions of proved and unproved property, expenditures associated with the development of our oil and natural gas properties and other asset additions. Cash expenditures for drilling, completion and recompletion activities are presented as "Development of oil and natural gas properties" in investing activities on our condensed consolidated statements of cash flows.

We expect to fund our 2024 capital program, excluding acquisitions through cash flow from operations. The amount and timing of capital expenditures on development of oil and natural gas properties is substantially within our control due to the held-by-production nature of our assets. We regularly review our capital expenditures throughout the year and could choose to adjust our investments based on a variety of factors, including but not limited to the success of our drilling activities, prevailing and anticipated prices for oil, natural gas and NGLs, the availability of necessary equipment, infrastructure and capital, the receipt and timing of required regulatory permits and approvals, seasonal conditions, drilling and acquisition costs and the level of
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participation by other interest owners. Any postponement or elimination of our development drilling program could result in a reduction of proved reserve volumes, the related Standardized Measure. These risks could materially affect our business, financial condition and results of operations.

The table below presents our capital expenditures and related metrics that we use to evaluate our business for the periods presented:

Three Months Ended March 31,
20242023
(in thousands)
Total development of oil and natural gas properties$193,290 $201,687 
Change in accruals or other non-cash adjustments(56,474)(11,209)
Cash used in development of oil and natural gas properties136,816 190,478 
Cash used in acquisition of oil and natural gas properties19,532 11,353 
Total expenditures on acquisition and development of oil and natural gas properties$156,348 $201,831 

Our development of oil and natural gas properties was lower during the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The decrease in our development of oil and natural gas properties costs in 2024 is related to the timing of our operations. We used cash of $19.5 million in the first quarter of 2024 for the acquisition of oil and natural gas properties, as compared to $11.4 million in the first quarter of 2023, primarily related to the Eagle Ford Minerals Acquisition (see Notes to condensed consolidated financial statements, NOTE 3 – Acquisitions and Divestitures in Part I, Item 1. Financial Statements of this Quarterly Report).

Contractual obligations

As of March 31, 2024, there have been no material changes to the contractual obligations previously disclosed in our Annual Report.

Dividends

Our future dividends depend on our level of earnings, financial requirements and other factors and will be subject to approval by our Board of Directors, applicable law and the terms of our existing debt documents, including the indentures governing the Senior Notes.

We paid a quarterly cash dividend of $0.12 per share of our Class A Common Stock on March 28, 2024 to shareholders of record as of the close of business on March 15, 2024.

On May 6, 2024, the Board of Directors approved a quarterly cash dividend of $0.12 per share, or $0.48 per share on an annualized basis, to be paid to shareholders of our Class A Common Stock with respect to the first quarter of 2024. The quarterly dividend is payable on June 7, 2024 to shareholders of record as of the close of business on May 21, 2024. OpCo unitholders will also receive an equivalent 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. In light of current economic conditions, management will evaluate any future changes in cash dividend on a quarterly basis.

Critical accounting policies and estimates

This discussion and analysis of our financial and results of operations are based upon our unaudited condensed consolidated financial statements. A complete list of our significant accounting policies is described in Note 2 – Summary of Significant Accounting Policies in our audited financial statements as of and for the year ended December 31, 2023 in our Annual Report. Refer also to "Critical accounting estimates" in Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report. There have been no changes to our significant accounting policies and critical accounting estimates as of March 31, 2024.

Non-GAAP financial measures

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Our MD&A includes financial measures that have not been calculated in accordance with U.S. GAAP. These non-GAAP measures include the following:
Adjusted EBITDAX; and
Levered Free Cash Flow

These are supplemental non-GAAP financial measures used by our management to assess our operating results and assist us to make our investment decisions. We believe that the presentation of these non-GAAP financial measures provides investors with greater transparency with respect to our results of operations, as well as liquidity and capital resources, and that these measures are useful for period-to-period comparison of results.

We define Adjusted EBITDAX as net income (loss) before interest expense, loss from extinguishment of debt, income tax expense (benefit), depreciation, depletion and amortization, exploration expense, non-cash gain (loss) on derivatives, non-cash equity-based compensation, (gain) loss on sale of assets, other (income) expense and transaction and nonrecurring expenses. Additionally, we further subtract certain redeemable noncontrolling interest distributions made by OpCo related to Manager Compensation and settlement of acquired derivative contracts.

Adjusted EBITDAX is not a measure of performance as determined by GAAP. We believe Adjusted EBITDAX is a useful performance measure because it allows for an effective evaluation of our operating performance when compared against our peers, without regard to our financing methods, corporate form or capital structure. We exclude the items listed above from net income (loss) in arriving at Adjusted EBITDAX because these amounts can vary substantially within our 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. Our presentation of Adjusted EBITDAX should not be construed as an inference that our results will be unaffected by unusual or nonrecurring items. Our computations of Adjusted EBITDAX may not be identical to other similarly titled measures of other companies. In addition, the Revolving Credit Facility and Senior Notes include a calculation of Adjusted EBITDAX for purposes of covenant compliance.

We define Levered Free Cash Flow as Adjusted EBITDAX less interest expense, excluding non-cash amortization of deferred financing costs, discounts, and premiums, loss from extinguishment of debt, excluding non-cash write-off of deferred financing costs, discounts, and premiums, current income tax benefit (expense), tax-related redeemable noncontrolling interest distributions made by OpCo 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 liquidity as determined by GAAP. Levered Free Cash Flow is a supplemental non-GAAP liquidity measure that is used by our management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. We believe Levered Free Cash Flow is a useful liquidity measure because it allows for an effective evaluation of our operating and financial performance and the ability of our operations to generate cash flow that is available to reduce leverage or distribute to our equity holders. Levered Free Cash Flow should not be considered as an alternative to, or more meaningful than, Net cash flow provided by operating activities as determined in accordance with GAAP, of which such measure is the most comparable GAAP measure, or as an indicator of actual liquidity, operating performance or investing activities. Our computations of Levered Free Cash Flow may not be comparable to other similarly titled measures of other companies.

Adjusted EBITDAX and Levered Free Cash Flow should be read in conjunction with the information contained in our condensed consolidated financial statements prepared in accordance with GAAP. For a reconciliation of these non-GAAP measures to the nearest comparable GAAP measures, see “—Results of Operations—Adjusted EBITDAX (non-GAAP) and Levered Free Cash Flow (non-GAAP)” above.

42


Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk, including the effects of adverse changes in commodity prices and interest rates as described below. The primary objective of the following information is to provide quantitative and qualitative information about our potential exposure to market risks. The term “market risk” refers to the risk of loss arising from adverse changes in commodity prices and interest rates. The disclosures are not meant to be precise indicators of expected future losses but rather indicators of reasonably possible losses.

Commodity price risk

Our major market risk exposure is in the pricing that we receive for our oil, natural gas and NGLs production.

Pricing for oil, natural gas and NGLs has been volatile and unpredictable for several years, and we expect this volatility to continue in the future. The prices we receive for our production depend on many factors outside of our control, such as the strength of the global economy and global supply and demand for the commodities we produce.

To reduce the impact of fluctuations in oil, natural gas and NGLs prices on our cash flows, we regularly enter into commodity derivative contracts with respect to certain of our oil, natural gas and NGL production through various transactions that limit the risks of fluctuations of future prices. A key tenet of our focused risk management effort is an active economic hedge strategy to mitigate near-term price volatility while maintaining long-term exposure to underlying commodity prices. Our hedging program allows us to preserve capital, protect margins and corporate returns through commodity cycles and return capital to investors. Future transactions may include price swaps whereby we will receive a fixed price for our production and pay a variable market price to the contract counterparty. Additionally, we may enter into collars, whereby we receive the excess, if any, of the fixed floor over the floating rate or pay the excess, if any, of the floating rate over the fixed ceiling. These economic hedging activities are intended to limit our near-term exposure to product price volatility and to maintain stable cash flows, a strong balance sheet and attractive corporate returns.

As of March 31, 2024, our derivative portfolio had an aggregate notional value of approximately $1.7 billion, and the fair market value of our commodity derivative contracts was a net liability of $62.5 million. We determine the fair value of our oil and natural gas commodity derivatives using valuation techniques that utilize market quotes and pricing analysis. Inputs include publicly available prices and forward price curves generated from a compilation of data gathered from third parties.

Based upon our open commodity derivative positions at March 31, 2024, a hypothetical 10% increase or decrease in the NYMEX WTI, Brent price, Henry Hub Index price, NGL prices and basis prices would change our net commodity derivative position. If prices increased by 10%, our derivative position would change by approximately $130.2 million. If prices decreased by 10%, our derivative position would change by approximately $114.0 million. The hypothetical change in fair value could be a gain or a loss depending on whether commodity prices decrease or increase.

Derivative assets and liabilities are classified on the condensed consolidated balance sheets as risk management assets and liabilities. We use derivative instruments and enter into swap contracts which are governed by International Swaps and Derivatives Association (“ISDA”) master agreements. Amounts not offset on the condensed consolidated balance sheets represent positions that do not meet all of the conditions to be netted on such balance sheet, such as the legally enforceable right of offset or the execution of a master netting arrangement. See Notes to condensed consolidated financial statements, NOTE 4 – Derivatives in Part I, Item 1. Financial Statements of this Quarterly Report for additional discussion.

Counterparty and customer credit risk

Our cash and cash equivalents are exposed to concentrations of credit risk. We manage and control this risk by investing these funds with major financial institutions. We often have balances in excess of the federally insured limits.

We sell oil, natural gas and NGLs to various types of customers. Credit is extended based on an evaluation of our customer’s financial conditions and historical payment record. The future availability of a ready market for oil, natural gas and NGLs depends on numerous factors outside of our control, none of which can be predicted with certainty.

We do not believe the loss of any single customer would materially impact our operating results because oil, natural gas and NGLs are fungible products with well-established markets and numerous purchasers.

To minimize the credit risk in derivative instruments, it is our policy to enter into derivative contracts only with counterparties that are creditworthy financial institutions deemed by our management as competent and competitive market makers.
43


Additionally, our ISDAs allow us to net positions with the same counterparty to minimize credit risk exposure. The creditworthiness of our counterparties is subject to periodic review.

Interest rate risk

At March 31, 2024, we had $81.3 million of variable rate debt outstanding. Assuming no change in the amount outstanding, a 1% (or 100 basis point) increase or decrease in the average interest rate would result in an approximately $0.2 million increase or decrease in interest expense on our variable rate debt outstanding for the three months ended March 31, 2024.

Item 4. Controls and Procedures 

Limitations on effectiveness of controls and procedures

We maintain disclosure controls and procedures ("Disclosure Controls") within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Our Disclosure Controls are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Our Disclosure Controls are also designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our Disclosure Controls, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Evaluation of disclosure controls and procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2024. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our Disclosure Controls were effective.

Changes in internal control over financial reporting

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), during the three months ended March 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
44


Part II – Other Information
Item 1. Legal Proceedings

The Company may, from time to time, be involved in litigation and claims arising out of its operations in the normal course of business. 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. Additional information required for this item is provided in Notes to condensed consolidated financial statements, Note 9 – Commitments and Contingencies in Part I, Item 1. Financial Statements of this Quarterly Report, which is incorporated by reference into this item.

Item 1A. Risk Factors

There are a number of risks that we believe are applicable to our business and the oil and gas industry in which we operate. These risks are described elsewhere in this report or our other filings with the SEC, including the section entitled “Item 1A. Risk Factors” beginning on page 36 in our Annual Report. If any of the risks and uncertainties described within our Annual Report or elsewhere in this Quarterly Report actually occur, our business, financial condition or results of operations could be materially adversely affected.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth information with respect to our repurchases of shares of Class A Common Stock during the quarter ended March 31, 2024.
PeriodTotal number of shares purchasedAverage price paid per shareTotal number of shares purchased as part of publicly announced plans or programs
Approximate dollar value of shares that may yet be purchased under the plans or programs.
1/1/2024 - 1/31/2024$150,000,000
2/1/2024 - 2/29/2024$150,000,000
3/1/2024 - 3/31/2024
(1)
(1)
(1)
$127,299,000
(1)As part of the March 2024 Repurchase, OpCo repurchased 2,300,000 OpCo Units from Independence Energy Aggregator L.P. for $22.7 million in cash, or $9.87 per OpCo Unit, and we cancelled a corresponding number of shares of Class B Common Stock. Following the March 2024 Repurchase, we have $127.3 million remaining under our stock repurchase program.

Our Board of Directors authorized a stock repurchase program on March 4, 2024 with an approved limit of $150.0 million and a two-year term. Repurchases may be of our Class A Common Stock or of OpCo Units (with the cancellation of a corresponding number of shares of our Class B Common Stock). Such repurchase may be made by Crescent or by OpCo, as applicable, and may be made from time to time in the open market, in a privately negotiated transaction, through purchases made in accordance with the Rule 10b5-1 of the Exchange Act or by such other means as will comply with applicable state and federal securities laws. The timing of any repurchases under the stock repurchase program will depend on market conditions, contractual limitations and other considerations. The program may be extended, modified, suspended or discontinued at any time, and does not obligate us to repurchase any dollar amount or number of securities. The 1% U.S. federal excise tax on certain repurchases of stock by publicly traded U.S. corporations enacted as part of the IRA 2022 applies to repurchases of our Class A Common Stock pursuant to our stock repurchase program.


Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
45



Item 6. Exhibits


Exhibit No.
Description
2.1#
2.2#
2.3#
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
46


4.10
4.11
4.12
4.13

4.14
10.1
31.1*
31.2*
32.1**
101.INS**
XBRL Instance Document
101.SCH**
XBRL Schema Document
101.CAL**
XBRL Calculation Linkbase Document
101.LAB**
XBRL Label Linkbase Document
101.PRE**
XBRL Presentation Linkbase Document
101.DEF**
XBRL Definition Linkbase Document
104**Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith
** These files are furnished and deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.
# Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted annexes, schedules and exhibits upon request by the U.S. Securities and Exchange Commission.
47


Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CRESCENT ENERGY COMPANY
(Registrant)
May 6, 2024/s/ David Rockecharlie
David Rockecharlie
Chief Executive Officer
(Principal Executive Officer)
May 6, 2024/s/ Brandi Kendall
Brandi Kendall
Chief Financial Officer
(Principal Financial Officer)
48
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, David Rockecharlie, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Crescent Energy Company (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 6, 2024
/s/ David Rockecharlie
David Rockecharlie
Chief Executive Officer
    

EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Brandi Kendall, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Crescent Energy Company (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 6, 2024
/s/ Brandi Kendall
Brandi Kendall
Chief Financial Officer
    

EXHIBIT 32.1
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
UNDER SECTION 906 OF THE
SARBANES OXLEY ACT OF 2002, 18 U.S.C. § 1350
In connection with the Quarterly Report on Form 10-Q of Crescent Energy Company (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), David Rockecharlie, Chief Executive Officer of the Company, and Brandi Kendall, Chief Financial Officer of the Company, each certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his or her knowledge:
(1)    the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 6, 2024
/s/ David Rockecharlie
David Rockecharlie
Chief Executive Officer
Date: May 6, 2024
/s/ Brandi Kendall
Brandi Kendall
Chief Financial Officer

    

v3.24.1.u1
COVER - shares
3 Months Ended
Mar. 31, 2024
Apr. 30, 2024
Entity Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2024  
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 332-7001  
Title of 12(b) Security Class A Common Stock, par value $0.0001  
Trading Symbol CRGY  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Central Index Key 0001866175  
Amendment Flag false  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --12-31  
Class A    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding   111,516,601
Class B    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding   65,948,124
v3.24.1.u1
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 5,321 $ 2,974
Derivative assets – current 36,513 54,321
Prepaid expenses 39,501 40,406
Other current assets 12,721 11,213
Total current assets 563,765 615,652
Oil and natural gas properties at cost, successful efforts method    
Proved 8,781,571 8,574,478
Unproved 290,904 283,324
Oil and natural gas properties at cost, successful efforts method 9,072,475 8,857,802
Field and other property and equipment, at cost 202,887 198,570
Total property, plant and equipment 9,275,362 9,056,372
Less: accumulated depreciation, depletion, amortization and impairment (3,108,052) (2,940,546)
Property, plant and equipment, net 6,167,310 6,115,826
Derivative assets – noncurrent 4,305 8,066
Investments in equity affiliates 6,203 6,076
Other assets 56,334 57,715
TOTAL ASSETS 6,797,917 6,803,335
Current liabilities:    
Derivative liabilities – current 101,220 42,051
Financing lease obligations – current 4,148 4,233
Other current liabilities 32,092 37,823
Total current liabilities 748,076 750,257
Long-term debt 1,749,226 1,694,375
Derivative liabilities – noncurrent 2,059 0
Asset retirement obligations 424,232 418,319
Deferred tax liability 288,369 262,581
Financing lease obligations – noncurrent 6,187 7,066
Other liabilities 36,809 35,019
Total liabilities 3,254,958 3,167,617
Commitments and contingencies (Note 9)
Redeemable noncontrolling interests 1,546,722 1,901,208
Equity:    
Preferred stock, $0.0001 par value; 500,000,000 shares authorized and 1,000 Series I preferred shares issued and outstanding as of March 31, 2024 and December 31, 2023 0 0
Treasury stock, at cost; 1,071,553 shares of Class A common stock as of March 31, 2024 and December 31, 2023 (17,143) (17,143)
Additional paid-in capital 1,929,307 1,626,501
Retained earnings 58,630 95,447
Noncontrolling interests 25,425 29,687
Total equity 1,996,237 1,734,510
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY 6,797,917 6,803,335
Nonrelated Party    
Current assets:    
Accounts receivable, net 461,836 504,630
Current liabilities:    
Accounts payable and accrued liabilities 574,633 613,543
Affiliated Entity    
Current assets:    
Accounts receivable, net 7,873 2,108
Current liabilities:    
Accounts payable and accrued liabilities 35,983 52,607
Class A    
Equity:    
Common stock 11 9
Class B    
Equity:    
Common stock $ 7 $ 9
v3.24.1.u1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Mar. 31, 2024
Dec. 31, 2023
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) 106,480,353 92,680,353
Common stock outstanding (in shares) 105,408,800 91,608,800
Treasury stock (in shares) 1,071,553 1,071,553
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) 71,948,124 88,048,124
Common stock outstanding (in shares) 71,948,124 88,048,124
v3.24.1.u1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Revenues:    
Total revenues $ 657,473 $ 590,137
Expenses:    
Lease operating expense 130,688 130,954
Workover expense 12,302 12,571
Asset operating expense 31,350 22,218
Gathering, transportation and marketing 69,569 47,403
Production and other taxes 32,523 54,923
Depreciation, depletion and amortization 176,564 146,483
Midstream operating expense 27,742 3,779
General and administrative expense 42,715 21,238
Total expenses 523,453 439,569
Income (loss) from operations 134,020 150,568
Other income (expense):    
Gain (loss) on derivatives (105,602) 150,310
Interest expense (42,686) (29,320)
Loss from extinguishment of debt (22,582) 0
Other income (expense) 150 250
Income (loss) from equity affiliates 127 163
Total other income (expense) (170,593) 121,403
Income (loss) before taxes (36,573) 271,971
Income tax benefit (expense) 4,209 (16,360)
Net income (loss) (32,364) 255,611
Less: net (income) loss attributable to noncontrolling interests (3,499) (149)
Less: net (income) loss attributable to redeemable noncontrolling interests 11,695 (195,668)
Net income (loss) attributable to Crescent Energy - basic $ (24,168) $ 59,794
Class A Common Stock    
Net income (loss) per share:    
Basic (in USD per share) $ (0.25) $ 1.24
Diluted (in USD per share) $ (0.25) $ 1.24
Weighted average shares outstanding:    
Basic (in shares) 94,793,415 48,282,163
Diluted (in shares) 94,793,415 48,665,352
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) 84,332,739 118,645,323
Diluted (in shares) 84,332,739 118,645,323
Oil    
Revenues:    
Total revenues $ 473,894 $ 372,336
Natural gas    
Revenues:    
Total revenues 79,944 162,021
Natural gas liquids    
Revenues:    
Total revenues 66,947 42,523
Midstream and other    
Revenues:    
Total revenues $ 36,688 $ 13,257
v3.24.1.u1
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($)
$ in Thousands
Total
Class A
Class B
Common Stock
Class A
Common Stock
Class B
Series I Preferred Stock
Treasury Stock
Additional Paid-in Capital
Retained Earnings
Noncontrolling Interests
Common stock, beginning balance (in shares) at Dec. 31, 2022       48,282,000 118,645,000          
Preferred stock, beginning balance (in shares) at Dec. 31, 2022           1,000        
Treasury stock, beginning balance (in shares) at Dec. 31, 2022             1,151,000      
Balance at beginning of period at Dec. 31, 2022 $ 862,291     $ 5 $ 12 $ 0 $ (18,448) $ 804,587 $ 61,957 $ 14,178
Increase (Decrease) in Stockholders' Equity [Roll Forward]                    
Net income (loss) 59,943               59,794 149
Contributions 3                 3
Distributions (917)                 (917)
Dividend to Class A common stock (8,208)               (8,208)  
Equity-based compensation 3,365             1,812   1,553
Common stock, ending balance (in shares) at Mar. 31, 2023       48,282,000 118,645,000          
Preferred stock, ending balance (in shares) at Mar. 31, 2023           1,000        
Treasury stock, ending balance (in shares) at Mar. 31, 2023             1,151,000      
Balance at end of period at Mar. 31, 2023 $ 916,477     $ 5 $ 12 $ 0 $ (18,448) 806,399 113,543 14,966
Common stock, beginning balance (in shares) at Dec. 31, 2023   91,608,800 88,048,124 91,609,000 88,048,000          
Preferred stock, beginning balance (in shares) at Dec. 31, 2023 1,000         1,000        
Treasury stock, beginning balance (in shares) at Dec. 31, 2023   1,071,553         1,071,000      
Balance at beginning of period at Dec. 31, 2023 $ 1,734,510     $ 9 $ 9 $ 0 $ (17,143) 1,626,501 95,447 29,687
Increase (Decrease) in Stockholders' Equity [Roll Forward]                    
Net income (loss) (20,669)               (24,168) 3,499
Distributions (8,037)                 (8,037)
Dividend to Class A common stock (12,649)               (12,649)  
Equity-based compensation 14,832             14,556   276
Change in deferred taxes related to basis differences associated with the 2024 Equity Transactions (30,713)             (30,713)    
Change in equity associated with the 2024 Equity Transactions (in shares)       13,800,000 (16,100,000)          
Change in equity associated with the 2024 Equity Transactions $ 318,963     $ 2 $ (2)     318,963    
Common stock, ending balance (in shares) at Mar. 31, 2024   105,408,800 71,948,124 105,409,000 71,948,000          
Preferred stock, ending balance (in shares) at Mar. 31, 2024 1,000         1,000        
Treasury stock, ending balance (in shares) at Mar. 31, 2024   1,071,553         1,071,000      
Balance at end of period at Mar. 31, 2024 $ 1,996,237     $ 11 $ 7 $ 0 $ (17,143) $ 1,929,307 $ 58,630 $ 25,425
v3.24.1.u1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Cash flows from operating activities:    
Net income (loss) $ (32,364) $ 255,611
Adjustments to reconcile net income (loss) to net cash provided by operating activities    
Depreciation, depletion and amortization 176,564 146,483
Deferred tax expense (benefit) (4,925) 15,848
(Gain) loss on derivatives 105,602 (150,310)
Net cash (paid) received on settlement of derivatives (22,806) (47,157)
Non-cash equity-based compensation expense 28,174 7,605
Amortization of debt issuance costs, premium and discount 4,376 1,050
Loss from debt extinguishment 22,582 0
Settlement of acquired derivative contracts 0 (18,647)
Other (6,098) (5,125)
Changes in operating assets and liabilities:    
Accounts receivable 42,794 (8,952)
Accounts receivable – affiliates (5,765) (90)
Prepaid and other current assets (430) (4,586)
Accounts payable and accrued liabilities (101,948) 34,681
Accounts payable – affiliates (20,524) 11,861
Other (1,462) 1,818
Net cash provided by operating activities 183,770 240,090
Cash flows from investing activities:    
Development of oil and natural gas properties (136,816) (190,478)
Acquisitions of oil and natural gas properties, net of cash acquired (19,532) (11,353)
Proceeds from the sale of oil and natural gas properties 0 4,890
Purchases of restricted investment securities – HTM (1,776) (1,780)
Maturities of restricted investment securities – HTM 1,800 1,800
Other (1,137) 1,808
Net cash used in investing activities (157,461) (195,113)
Cash flows from financing activities:    
Proceeds from the issuance of Senior Notes, after discount and underwriting fees 690,375 394,000
Repurchase of Senior Notes, including extinguishment costs (714,817) 0
Payment of debt issuance costs (3,721) (2,621)
Redeemable noncontrolling interest distributions (88) 0
Dividend to Class A common stock (12,649) (8,208)
Distributions to redeemable noncontrolling interests related to Class A common stock dividend (8,274) (20,171)
Distributions to redeemable noncontrolling interests related to Manager Compensation (6,798) (9,471)
Distributions to redeemable noncontrolling interests related to income taxes (66) (54)
Repurchase of redeemable noncontrolling interests related to 2024 Equity Transactions (22,701) 0
Noncontrolling interest distributions (1,858) (924)
Noncontrolling interest contributions 0 3
Other (1,070) (826)
Net cash (used in) provided by financing activities (23,867) (43,672)
Net change in cash, cash equivalents and restricted cash 2,442 1,305
Cash, cash equivalents and restricted cash, beginning of period 8,729 15,304
Cash, cash equivalents, and restricted cash, end of period 11,171 16,609
Prior Credit Agreement    
Cash flows from financing activities:    
Revolving Credit Facility borrowings 684,600 218,000
Revolving Credit Facility repayments $ (626,800) $ (613,400)
v3.24.1.u1
Organization and Basis of Presentation
3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Basis of Presentation Organization and Basis of Presentation
Organization

Crescent is a differentiated U.S. energy company committed to delivering value for shareholders through a disciplined growth through acquisition strategy and consistent return of capital. Our portfolio of low-decline, cash-flow oriented assets comprises both mid-cycle unconventional and conventional assets with a long reserve life and deep inventory of high-return development locations in the Eagle Ford and Uinta basins.

Corporate Structure

Our Class A Common Stock is listed on the New York Stock Exchange under the symbol “CRGY.” We are structured as an “Up-C,” and Crescent is a holding company, the sole material assets of which are units ("OpCo Units") of Crescent Energy OpCo LLC ("OpCo"). 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. Shares of Crescent Class A common stock, par value $0.0001 per share ("Class A Common Stock") have both voting and economic rights with respect to Crescent. Holders of Crescent 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 with respect to Crescent, hold a corresponding amount of economic, non-voting OpCo Units. 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”). Additionally, an affiliate of KKR & Co. Inc. (together with its subsidiaries, the "KKR Group") 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 and to certain other approval rights.

2024 Equity Transactions

In March 2024, 16.1 million OpCo Units were acquired from Independence Energy Aggregator L.P., the entity through which certain private investors in affiliated KKR entities hold their interests in us, and we cancelled a corresponding number of shares of Class B Common Stock (the "March 2024 Redemption"). Of the total OpCo Units acquired, 13.8 million were acquired for shares of Class A Common Stock, which were subsequently sold in an underwritten public offering at a price to the public of $10.50 per share, or a net price of $9.87 per share after deducting the underwriters' discounts and commissions, from which we did not receive any proceeds, nor incur any material expenses with respect to such acquisition. In connection with the underwritten public offering, we repurchased 2.3 million OpCo Units from Independence Energy Aggregator L.P. for $22.7 million in cash and we cancelled a corresponding number of shares of Class B Common Stock (the "March 2024 Repurchase," together with the March 2024 Redemption, the "March 2024 Equity Transactions").

As a result of the March 2024 Equity Transactions, the total number of shares of our Class A Common Stock increased by 13.8 million shares and the total number of shares of our Class B Common Stock decreased by 16.1 million shares. Redeemable noncontrolling interests decreased by $341.7 million while APIC increased by $319.0 million as a result of the March 2024 Equity Transactions to reflect the new ownership of OpCo as of March 31, 2024.

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.

Crescent is a holding company that conducts substantially all of its business through its consolidated subsidiaries, including (i) OpCo, which at March 31, 2024, is owned approximately 59% by Crescent and approximately 41% by holders of our redeemable noncontrolling interests, 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. 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.

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.
v3.24.1.u1
Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2024
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 and income taxes.

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. Restricted cash is included in Other current assets and Other assets on our consolidated balance sheets.

The following table provides a reconciliation of cash and restricted cash presented on our balance sheets to amounts shown in our consolidated statements of cash flows:

As of March 31,
20242023
(in thousands)
Cash and cash equivalents$5,321 $2,930 
Restricted cash – current261 8,631 
Restricted cash – noncurrent5,589 5,048 
Total cash, cash equivalents and restricted cash$11,171 $16,609 

Redeemable Noncontrolling Interests

Pursuant to the OpCo LLC Agreement, holders of OpCo Units, other than the Company, may redeem all or a portion of their OpCo Units for either (a) shares of Class A Common Stock or (b) at the election of the Company, an approximately equivalent amount of cash as determined pursuant to the terms of the OpCo LLC Agreement. In connection with such redemption, a corresponding number of shares of Class B Common Stock will be cancelled. The cash 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 interests are recorded at the greater of the carrying value or redemption amount with a corresponding adjustment to additional paid-in capital. The cash redemption amount for OpCo Units for this purpose is based on the 10-day volume-weighted average closing price 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. Additionally, certain other subsidiaries have agreements whereby certain employees have the option to sell their noncontrolling interest in such subsidiaries back to us at fair value and these interests are treated as redeemable noncontrolling interests outside of permanent equity.

During March 2024, the 2024 Equity Transactions reduced the number of shares of our Class B Common Stock by 16.1 million shares. In addition, the 2024 Equity Transactions resulted in the transfer of 13.8 million OpCo Units to Crescent and the repurchase, by OpCo, of 2.3 million OpCo Units for $22.7 million in cash. As a result of the transfer of additional OpCo Units to Crescent, we reclassified $319.0 million from Redeemable noncontrolling interests to Additional paid-in capital.

From December 31, 2023 through March 31, 2024, we recorded adjustments to the value of our redeemable noncontrolling interests as shown below:

Redeemable Noncontrolling Interests
(in thousands)
Balance as of December 31, 2023$1,901,208 
Net loss attributable to redeemable noncontrolling interests(11,695)
Distributions(88)
Distributions from OpCo related to Class A common stock dividend and income taxes, net(8,362)
Accrued OpCo distribution related to Manager Compensation(5,627)
Equity-based compensation12,950 
Change in redeemable noncontrolling interests associated with the 2024 Equity Transactions(341,664)
Balance as of March 31, 2024$1,546,722 

Income Taxes

Crescent is a holding company, the sole material assets of which are OpCo Units. OpCo is a partnership and is generally not subject to U.S. federal and certain state taxes. Crescent is subject to U.S. federal and certain state taxes on its allocable share of any taxable income of OpCo. For the three months ended March 31, 2024 and March 31, 2023, we recognized income tax benefit of $4.2 million and income tax expense of $16.4 million for an effective tax rate of 11.5% and 6.0%, 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.

We have U.S. federal net operating loss carryforwards ("NOLs") and recognized built-in-loss ("RBIL") property that are subject to limitation under Section 382. Pursuant to Sections 382 and 383 of the U.S. Internal Revenue Code of 1986, as amended, utilization of our NOLs and RBIL carryforwards is subject to an annual limitation. These annual limitations may result in the expiration of NOLs and RBIL carryforwards prior to utilization; accordingly, we have maintained a valuation allowance related to U.S. federal NOLs and RBIL carryforwards that we do not believe are recoverable due to these Section 382 limitations.

As of March 31, 2024 and December 31, 2023, we did not have any uncertain tax positions.
Supplemental Cash Flow Disclosures

The following table presents our supplemental cash flow disclosures for the three months ended March 31, 2024 and 2023:

Three Months Ended March 31,
20242023
(in thousands)
Supplemental cash flow disclosures:
Interest paid, net of amounts capitalized$50,069 $7,447 
Income tax payments (refunds)86 20 
Non-cash investing and financing activities:
Capital expenditures included in accounts payable and accrued liabilities$136,630 $88,540 
Right-of-use assets obtained in exchange for leases3,673 2,485 
v3.24.1.u1
Acquisitions and Divestitures
3 Months Ended
Mar. 31, 2024
Business Combination and Asset Acquisition [Abstract]  
Acquisitions and Divestitures Acquisitions and Divestitures
Acquisitions

In February 2024, we acquired a portfolio of oil and natural gas mineral interests located in the Karnes Trough of the Eagle Ford Basin from an unrelated third-party (the "Eagle Ford Minerals Acquisition") for total cash consideration of approximately $25.0 million, including customary purchase price adjustments. The purchase price was funded using borrowings under our Revolving Credit Facility.

In July 2023, we consummated the acquisition contemplated by the Purchase and Sale Agreement, dated as of May 2, 2023, between our subsidiary and Comanche Holdings, LLC ("Comanche Holdings") and SN EF Maverick, LLC ("SN EF Maverick," and together with Comanche Holdings, the "Seller"), pursuant to which we agreed to acquire operatorship and incremental working interests (the "July Western Eagle Ford Acquisition") in certain of our existing Western Eagle Ford assets from the Seller for aggregate cash consideration of approximately $592.7 million, including capitalized transaction costs and certain final purchase price adjustments.

In October 2023, we consummated an unrelated acquisition contemplated by the Purchase and Sale Agreement, dated as of August 22, 2023, between our subsidiary and an unaffiliated third party, pursuant to which we agreed to acquire certain incremental working interests in oil and natural gas properties (the "October Western Eagle Ford Acquisition," and together with the July Western Eagle Ford Acquisition, the "Western Eagle Ford Acquisitions") in certain of our existing Western Eagle Ford assets from the seller for aggregate cash consideration of approximately $235.1 million, including certain customary purchase price adjustments.
Consideration Transferred

The following table summarizes the consideration transferred and the net assets acquired for our asset acquisitions during 2024 and 2023 that impact the periods presented:

As of March 31, 2024As of December 31, 2023
Eagle Ford Minerals AcquisitionJuly Western Eagle Ford AcquisitionOctober Western Eagle Ford Acquisition
(in thousands)
Consideration transferred:
Cash consideration$25,000 $592,735 $235,069 
Total$25,000 $592,735 $235,069 
Assets acquired and liabilities assumed:
Prepaid and other current assets$— $355 $— 
Oil and natural gas properties - proved12,865 595,025 239,573 
Oil and natural gas properties - unproved properties
12,135 22,310 9,819 
Accounts payable and accrued liabilities— (12,668)(5,790)
Asset retirement obligations— (10,541)(7,908)
Other liabilities— (1,746)(625)
Net assets acquired
$25,000 $592,735 $235,069 
v3.24.1.u1
Derivatives
3 Months Ended
Mar. 31, 2024
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 March 31, 2024, 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 would be required to 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 March 31, 2024:

Production PeriodVolumesWeighted
Average
Fixed Price
Fair
Value
(in thousands)(in thousands)
Crude oil swaps – WTI (Bbls):
20248,065 $68.24$(95,743)
Crude oil swaps – Brent (Bbls):
2024181 $70.98(2,388)
Crude oil collars – WTI (Bbls):
20245,244 $63.16— $81.71(16,446)
20252,738 $60.00— $79.42(5,201)
2025(1)
1,460 $60.00— $85.00(3,805)
Crude oil collars – Brent (Bbls):
2024110 $65.00— $100.00(2)
2025365 $65.00— $91.6196 
Natural gas swaps (MMBtu):
202430,860 $3.6939,487 
Natural gas collars (MMBtu):
202413,750 $3.38— $4.5614,133 
202558,765 $3.00— $6.0310,296 
Crude oil basis swaps (Bbls):
20245,885 $1.51(716)
2025913 $1.80
Natural gas basis swaps (MMBtu):
202424,392 $(0.18)1,067 
20255,037 $0.32(147)
Calendar Month Average roll swaps (Bbls):
20245,959 $0.43(2,929)
20251,460 $0.45(164)
Total$(62,461)

(1)     Represents outstanding crude oil collar options exercisable by the counterparty until December 16, 2024.
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 March 31, 2024 and December 31, 2023:

Gross Fair
Value
Effect of
Counterparty
Netting
Net Carrying
Value
(in thousands)
March 31, 2024
Assets:
Derivative assets – current$68,237 $(31,724)$36,513 
Derivative assets – noncurrent20,802 (16,497)4,305 
Total assets$89,039 $(48,221)$40,818 
Liabilities:
Derivative liabilities – current$(132,944)$31,724 $(101,220)
Derivative liabilities – noncurrent(18,556)16,497 (2,059)
Total liabilities$(151,500)$48,221 $(103,279)
December 31, 2023
Assets:
Derivative assets – current$93,720 $(39,399)$54,321 
Derivative assets – noncurrent22,686 (14,620)8,066 
Total assets$116,406 $(54,019)$62,387 
Liabilities:
Derivative liabilities – current$(81,450)$39,399 $(42,051)
Derivative liabilities – noncurrent(14,620)14,620 — 
Total liabilities$(96,070)$54,019 $(42,051)

See NOTE 5 – Fair Value Measurements for more information.

The amounts recognized in Gain (loss) on derivatives in our condensed consolidated statements of operations were as follows for the three months ended March 31, 2024 and 2023:


Three Months Ended March 31,
20242023
(in thousands)
Derivatives not designated as hedging instruments:
Realized gain (loss) on oil positions$(44,062)$(38,105)
Realized gain (loss) on natural gas positions21,256 (16,536)
Realized gain (loss) on NGL positions— 7,484 
Total realized gain (loss) on derivatives(22,806)(47,157)
Unrealized gain (loss) on commodity hedges(82,796)197,467 
Gain (loss) on derivatives$(105,602)$150,310 
v3.24.1.u1
Fair Value Measurements
3 Months Ended
Mar. 31, 2024
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 March 31, 2024 and December 31, 2023 by level within the fair value hierarchy:

Fair Value Measurement Using
Level 1Level 2Level 3Total
(in thousands)
March 31, 2024
Financial assets:
Derivative assets$— $89,039 $— $89,039 
Financial liabilities:    
Derivative liabilities$— $(151,500)$— $(151,500)
     
December 31, 2023    
Financial assets:    
Derivative assets$— $116,406 $— $116,406 
Financial liabilities:    
Derivative liabilities$— $(96,070)$— $(96,070)

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 March 31, 2024 and December 31, 2023 was approximately $1,763.9 million and $1,750.7 million based on quoted market prices.
v3.24.1.u1
Accounts Payable and Accrued Liabilities
3 Months Ended
Mar. 31, 2024
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 March 31, 2024 and December 31, 2023: 

March 31, 2024December 31, 2023
(in thousands)
Accounts payable and accrued liabilities:
Accounts payable$138,478 $125,010 
Accrued lease and asset operating expense72,028 58,847 
Accrued capital expenditures98,687 74,206 
Accrued general and administrative expense12,139 16,441 
Accrued gathering, transportation and marketing expense38,366 56,088 
Accrued revenue and royalties payable153,360 154,345 
Accrued interest expense14,437 45,546 
Accrued severance taxes37,903 58,100 
Other9,235 24,960 
Total accounts payable and accrued liabilities$574,633 $613,543 
v3.24.1.u1
Debt
3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Debt Debt
Senior Notes

2032 Notes

In March 2024, we issued $700.0 million aggregate principal amount of 7.625% senior notes due 2032 (the "2032 Notes") at par (the “2032 Notes Offering”). The 2032 Notes bear interest at an annual rate of 7.625%, which is payable on April 1 and October 1 of each year, and mature on April 1, 2032. The proceeds from the 2032 Notes Offering were approximately $686.2 million, after deducting the initial purchasers' discount and offering expenses. We used the net proceeds and additional borrowing under our Revolving Credit Facility to finance the consideration of the Tender Offer and Redemption (each term as defined below) of all of the aggregate principal amount of the 2026 Notes outstanding for $714.8 million after including extinguishment costs, as discussed further below.

We may, at our option, redeem all or a portion of the 2032 Notes at any time on or after April 1, 2027 at certain redemption prices. We may also redeem up to 40% of the aggregate principal amount of the 2032 Notes before April 1, 2027 with an amount of cash not greater than the net proceeds that we raise in certain equity offerings at a redemption price equal to 107.625% of the principal amount of the 2032 Notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding the redemption date. In addition, prior to April 1, 2027, we may redeem some or all of the 2032 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.

2028 Notes

In February 2023, we issued $400.0 million aggregate principal amount of 9.250% senior notes due 2028 (the "2028 Notes"). In July 2023, we issued an additional $300.0 million, aggregate principal amount of 2028 Notes at 98.000% of par. In September 2023, we issued an additional $150.0 million aggregate principal amount of 2028 Notes at 101.125% of par. In December 2023,
we issued an additional $150.0 million aggregate principal amount of 2028 Notes at 102.125% of par. The aggregate proceeds from the offerings of the 2028 Notes were $977.4 million, after adjusting for discounts, premiums and offering expenses, but excluding accrued interest payable by purchasers of the 2028 Notes. We used the aggregate net proceeds to repay a portion of our outstanding balance under our Revolving Credit Facility (as defined herein) and to fund a portion of the Western Eagle Ford Acquisitions.

All issuances of the 2028 Notes are treated as a single series of securities under the indenture governing the 2028 Notes, will vote together as a single class, and have substantially identical terms, other than the issue date, the issue price, and the first interest payment date.

The 2028 Notes bear interest at an annual rate of 9.250%, which is payable on February 15 and August 15 of each year, and mature on February 15, 2028. We may, at our option, redeem all or a portion of the 2028 Notes at any time on or after February 15, 2025 at certain redemption prices. In addition, prior to February 15, 2025, we may redeem some or all of the 2028 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.

2026 Notes

At December 31, 2023 we had $700.0 million outstanding aggregate principal amount of 7.250% senior notes due 2026 (the "2026 Notes") that were subject to the indenture dated May 6, 2021, as supplemented to the date hereof, between us and our trustee (the "2021 Indenture"). In March 2024, pursuant to a cash tender offer (the "Tender Offer") and redemption of any remaining 2026 Notes following the Tender Offer (the "Redemption"), we extinguished all of our 2026 Notes. After the Tender Offer and the Redemption, the 2021 Indenture was satisfied and discharged on March 26, 2024, and we have no further obligations under the 2021 Indenture at March 31, 2024. We repurchased all of the 2026 Notes at a blended price of 101.857% of par and thus incurred a Loss on the extinguishment of debt of $22.6 million, including the write-off of our remaining deferred financing costs.

After the completion of the Tender Offer and Redemption, the 2028 Notes and 2032 Notes (collectively, 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 indentures governing the Senior Notes contain 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.

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

We are party to 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. From time to time, we have entered into amendments to the Revolving Credit Facility, which have, as of March 31, 2024, (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 (as defined herein) 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 Revolving 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. Subsequent to March 31, 2024, we further amended the Revolving Credit Facility. See NOTE 13 – Subsequent Events for additional information.

At March 31, 2024, we had $81.3 million of borrowings and $21.6 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 at both March 31, 2024 and December 31, 2023 was 9.75%.

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 March 31, 2024 and December 31, 2023, we had letters of credit outstanding of $21.6 million and $14.4 million, respectively, which reduce the amount available to borrow under our Revolving Credit Facility.

Total Debt Outstanding

The following table summarizes our debt balances as of March 31, 2024 and December 31, 2023:

Debt OutstandingLetters of Credit IssuedBorrowing BaseMaturity
(in thousands)
March 31, 2024
Revolving Credit Facility$81,300 $21,586 $2,000,000 9/23/2027
9.250% Senior Notes due 2028
1,000,000 — — 2/15/2028
7.625% Senior Notes due 2032
700,000 — — 4/1/2032
Less: Unamortized discount, premium and issuance costs(32,074)
Total long-term debt$1,749,226 
December 31, 2023
Revolving Credit Facility$23,500 $14,408 $2,000,000 9/23/2027
7.250% Senior Notes due 2026
700,000 — — 5/1/2026
9.250% Senior Notes due 2028
1,000,000 — — 2/15/2028
Less: Unamortized discount, premium and issuance costs(29,125)
Total long-term debt$1,694,375 
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Asset Retirement Obligations
3 Months Ended
Mar. 31, 2024
Asset Retirement Obligation Disclosure [Abstract]  
Asset Retirement Obligations Asset Retirement Obligations
Our asset retirement obligation ("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 three months ended March 31, 2024:

Three Months Ended March 31, 2024
(in thousands)
Balance at beginning of period$445,060 
Additions596 
Retirements(3,111)
Accretion expense7,729 
Balance at end of period450,274 
Less: current portion(26,042)
Balance at end of period, noncurrent portion$424,232 
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Commitments and Contingencies
3 Months Ended
Mar. 31, 2024
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 and do not have any material liabilities recorded at March 31, 2024.
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Equity-Based Compensation Awards
3 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Equity-Based Compensation Awards Equity-Based Compensation Awards
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. Our equity-based compensation awards may contain certain service-based, performance-based, and market-based vesting conditions. The following table summarizes compensation expense we recognized in connection with our equity-based compensation awards for the periods indicated:

Three Months Ended March 31,
20242023
(in thousands)
Equity-based compensation expense (income):
Liability-classified profits interest awards$393 $(212)
Equity-classified profits interest awards276 1,553 
Equity-classified LTIP RSU awards297 391 
Equity-classified LTIP PSU awards159 — 
Equity-classified Manager PSUs27,049 5,873 
Total equity-based compensation expense (income)$28,174 $7,605 

Equity-classified LTIP RSU Awards

We did not grant any equity-classified LTIP RSU awards during the three months ended March 31, 2024. In April 2024, we granted 116 thousand equity-classified LTIP RSUs under the Crescent Energy Company 2021 Equity Incentive Plan to certain directors, officers and employees. Each LTIP RSU represents the contingent right to receive one share of Class A Common Stock. The grant date fair value was $11.68 per LTIP RSU, and the LTIP RSUs will vest over a period of one to three years, with equity-based compensation expense recognized ratably over the applicable vesting period. 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 and Redeemable noncontrolling interest on the condensed consolidated balance sheets.

Equity-classified Manager PSUs

During the three months ended March 31, 2024, in conjunction with the March 2024 Equity Transactions, the number of shares of our Class A Common Stock increased by 13.8 million shares. As a result, the number of equity-classified PSU target Class A Shares granted under the Crescent Energy Company 2021 Manager Incentive Plan increased by 1.4 million shares for the three months ended March 31, 2024. We accounted for this increase as a change in estimate and recognized additional expense of $14.1 million for the three months ended March 31, 2024.
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Related Party Transactions
3 Months Ended
Mar. 31, 2024
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") on a quarterly basis equal to our pro rata share (based on our relative ownership of OpCo) of an annual $55.5 million fee. This 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 months ended March 31, 2024 and 2023, we recorded general and administrative expense of $8.2 million and $3.9 million, respectively, and made cash distributions of $6.8 million and $9.5 million, respectively, to our redeemable noncontrolling interests related to the Management Agreement. In addition, at March 31, 2024, in relation to the Management Agreement, we accrued a $5.6 million distribution to redeemable noncontrolling interests that will be paid during the second quarter of 2024. At both March 31, 2024 and December 31, 2023, we had $13.9 million included within Accounts payable – affiliates on the consolidated balance sheets, associated with the Management Agreement.

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 months ended March 31, 2024 and 2023, we recorded general and administrative expense of $27.0 million and $5.9 million, respectively, related to Incentive Compensation. See NOTE 10 – Equity-Based Compensation Awards 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 ("MSAs") 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 March 31, 2024 and December 31, 2023, we had a related party receivable of $5.0 million and $0.1 million, respectively, included within Accounts receivable – affiliates and a related party payable of $8.3 million and $27.9 million, respectively, included within Accounts payable – affiliates on our condensed consolidated balance sheets associated with KKR Funds transactions.

KKR Capital Markets LLC ("KCM")
We may engage KCM, an affiliate of KKR Group, for capital market transactions including notes offerings and equity offerings. The following table summarizes fees, discounts and commissions paid to KCM by Crescent in connection with our debt and equity transactions:

Three Months Ended March 31,
20242023
(in thousands)
Amounts paid to KCM$1,838$1,100

Other Transactions

In March 2024, OpCo repurchased 2.3 million OpCo Units from Independence Energy Aggregator L.P., the entity through which certain private investors in affiliated KKR entities hold their interests in us, for $22.7 million. Refer to further discussion in NOTE 1 – Organization and Basis of Presentation. During the three months ended March 31, 2024 and 2023 we made cash distributions of $8.3 million and $20.2 million, respectively, to our redeemable noncontrolling interests related to their pro rata share of cash distributions made to Crescent Energy to pay dividends and income taxes. In addition, during the three months ended March 31, 2024, we reimbursed KKR $1.3 million for costs incurred on our behalf. In 2023 we entered into an office sublease agreement with KKR and at March 31, 2024 and December 31, 2023, we had $5.8 million and $6.6 million, respectively, included in Accounts payable - affiliates on the consolidated balance sheet related to our allocable share of leasehold improvement costs under the office sublease.

Board of Directors
In March 2023, we signed a ten-year office lease with an affiliate of Crescent Real Estate LLC. John C. Goff, the Chairman of our Board of Directors, is affiliated with Crescent Real Estate LLC. The terms of the lease provide for annual base rent of approximately $0.3 million, increasing over the term of the lease, and the payment by one of our subsidiaries of certain other customary expenses. In addition, the lease provides for reimbursement of our costs up to $1.1 million for tenant improvement expenses. During the three months ended March 31, 2024, we received $1.1 million reimbursement for our leasehold improvements. During the three months ended March 31, 2024, we entered into an amendment to the original lease agreement for additional office space. Under the amended agreement our annual base rent is $0.4 million increasing to $0.5 million over the life of the agreement
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Earnings Per Share
3 Months Ended
Mar. 31, 2024
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. Net income (loss) per share - diluted excludes the effect of 0.9 million PSUs and 0.1 million RSUs for the three months ended March 31, 2024 that were not included in the computation of EPS because to do so would have been antidilutive due to our net loss.

The following table sets forth the computation of basic and diluted net income (loss) per share:

Three Months Ended March 31,
20242023
(in thousands, except share and per share amounts)
Numerator:
Net income (loss)$(32,364)$255,611 
Less: net (income) loss attributable to noncontrolling interests(3,499)(149)
Less: net (income) loss attributable to redeemable noncontrolling interests11,695 (195,668)
Net income (loss) attributable to Crescent Energy - basic(24,168)59,794 
Add: Reallocation of net income attributable to redeemable noncontrolling interest for the dilutive effect of RSUs— 55 
Add: Reallocation of net income attributable to redeemable noncontrolling interest for the dilutive effect of PSUs— 360 
Net income (loss) attributable to Crescent Energy - diluted$(24,168)$60,209 
Denominator:
Weighted-average Class A common stock outstanding – basic94,793,415 48,282,163 
Add: dilutive effect of RSUs— 50,579 
Add: dilutive effect of PSUs— 332,610 
Weighted-average Class A common stock outstanding – diluted94,793,415 48,665,352 
Weighted-average Class B common stock outstanding – basic and diluted84,332,739 118,645,323 
Net income (loss) per share:
Class A common stock – basic$(0.25)$1.24 
Class A common stock – diluted
$(0.25)$1.24 
Class B common stock – basic and diluted$— $— 
v3.24.1.u1
Subsequent Events
3 Months Ended
Mar. 31, 2024
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
Dividend

On May 6, 2024, the Board of Directors approved a quarterly cash dividend of $0.12 per share, or $0.48 per share on an annualized basis, to be paid to shareholders of our Class A Common Stock with respect to the first quarter of 2024. The quarterly dividend is payable on June 7, 2024 to shareholders of record as of the close of business on May 21, 2024. OpCo unitholders will also receive an equivalent 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.

April 2024 Class A Conversion

On April 1, 2024, Independence Energy Aggregator L.P., the entity through which certain private investors in affiliated KKR entities hold their interests in us, exchanged 6.0 million OpCo Units (and we cancelled a corresponding number of shares of Class B Common Stock) for an equivalent number of shares of Class A Common Stock (the "April 2024 Class A Conversion"). The shares of Class A Common Stock were sold at a price per share of $10.74, pursuant to Rule 144, through a broker-dealer. We did not receive any proceeds or incur any material expenses related to the April 2024 Class A Conversion.

Revolving Credit Facility Amendment

On April 10, 2024, we entered into the Seventh Amendment to the credit agreement governing our Revolving Credit Facility. Among other things, the amendment included a reduction of the borrowing base to $1.7 billion from $2.0 billion, maintained elected commitments at $1.3 billion and extended the maturity date of any revolving loans under the Revolving Credit Facility to April 10, 2029. The amendment also modified the fee payable for the unused revolving commitments such that it is 0.375% or 0.50% per year based on utilization of the Revolving Credit Facility and maintained the applicable margin, so that the loans under the Revolving Credit Facility will continue to be priced based on SOFR plus 2.35% to 3.35% or an adjusted base rate plus 1.25% to 2.25%, in each case, based on utilization of the Revolving Credit Facility.
v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Pay vs Performance Disclosure    
Net Income (Loss) Attributable to Parent $ (24,168) $ 59,794
v3.24.1.u1
Insider Trading Arrangements
3 Months Ended
Mar. 31, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.1.u1
Organization and Basis of Presentation (Policies)
3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Consolidation
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.
Basis of Presentation
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.
v3.24.1.u1
Summary of Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation
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.
Basis of Consolidation
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.
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 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 and income taxes.
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. Restricted cash is included in Other current assets and Other assets on our consolidated balance sheets.
Redeemable Noncontrolling Interests
Redeemable Noncontrolling Interests

Pursuant to the OpCo LLC Agreement, holders of OpCo Units, other than the Company, may redeem all or a portion of their OpCo Units for either (a) shares of Class A Common Stock or (b) at the election of the Company, an approximately equivalent amount of cash as determined pursuant to the terms of the OpCo LLC Agreement. In connection with such redemption, a corresponding number of shares of Class B Common Stock will be cancelled. The cash 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 interests are recorded at the greater of the carrying value or redemption amount with a corresponding adjustment to additional paid-in capital. The cash redemption amount for OpCo Units for this purpose is based on the 10-day volume-weighted average closing price 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. Additionally, certain other subsidiaries have agreements whereby certain employees have the option to sell their noncontrolling interest in such subsidiaries back to us at fair value and these interests are treated as redeemable noncontrolling interests outside of permanent equity.
Income Taxes
Income Taxes
Crescent is a holding company, the sole material assets of which are OpCo Units. OpCo is a partnership and is generally not subject to U.S. federal and certain state taxes. Crescent is subject to U.S. federal and certain state taxes on its allocable share of any taxable income of OpCo.
v3.24.1.u1
Summary of Significant Accounting Policies (Tables)
3 Months Ended
Mar. 31, 2024
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 our consolidated statements of cash flows:

As of March 31,
20242023
(in thousands)
Cash and cash equivalents$5,321 $2,930 
Restricted cash – current261 8,631 
Restricted cash – noncurrent5,589 5,048 
Total cash, cash equivalents and restricted cash$11,171 $16,609 
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 our consolidated statements of cash flows:

As of March 31,
20242023
(in thousands)
Cash and cash equivalents$5,321 $2,930 
Restricted cash – current261 8,631 
Restricted cash – noncurrent5,589 5,048 
Total cash, cash equivalents and restricted cash$11,171 $16,609 
Schedule of Redeemable Noncontrolling Interest
From December 31, 2023 through March 31, 2024, we recorded adjustments to the value of our redeemable noncontrolling interests as shown below:

Redeemable Noncontrolling Interests
(in thousands)
Balance as of December 31, 2023$1,901,208 
Net loss attributable to redeemable noncontrolling interests(11,695)
Distributions(88)
Distributions from OpCo related to Class A common stock dividend and income taxes, net(8,362)
Accrued OpCo distribution related to Manager Compensation(5,627)
Equity-based compensation12,950 
Change in redeemable noncontrolling interests associated with the 2024 Equity Transactions(341,664)
Balance as of March 31, 2024$1,546,722 
Schedule of Supplemental Cash Flow
The following table presents our supplemental cash flow disclosures for the three months ended March 31, 2024 and 2023:

Three Months Ended March 31,
20242023
(in thousands)
Supplemental cash flow disclosures:
Interest paid, net of amounts capitalized$50,069 $7,447 
Income tax payments (refunds)86 20 
Non-cash investing and financing activities:
Capital expenditures included in accounts payable and accrued liabilities$136,630 $88,540 
Right-of-use assets obtained in exchange for leases3,673 2,485 
v3.24.1.u1
Acquisitions and Divestitures (Tables)
3 Months Ended
Mar. 31, 2024
Business Combination and Asset Acquisition [Abstract]  
Schedule of Consideration Transferred
The following table summarizes the consideration transferred and the net assets acquired for our asset acquisitions during 2024 and 2023 that impact the periods presented:

As of March 31, 2024As of December 31, 2023
Eagle Ford Minerals AcquisitionJuly Western Eagle Ford AcquisitionOctober Western Eagle Ford Acquisition
(in thousands)
Consideration transferred:
Cash consideration$25,000 $592,735 $235,069 
Total$25,000 $592,735 $235,069 
Assets acquired and liabilities assumed:
Prepaid and other current assets$— $355 $— 
Oil and natural gas properties - proved12,865 595,025 239,573 
Oil and natural gas properties - unproved properties
12,135 22,310 9,819 
Accounts payable and accrued liabilities— (12,668)(5,790)
Asset retirement obligations— (10,541)(7,908)
Other liabilities— (1,746)(625)
Net assets acquired
$25,000 $592,735 $235,069 
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The following table summarizes the consideration transferred and the net assets acquired for our asset acquisitions during 2024 and 2023 that impact the periods presented:

As of March 31, 2024As of December 31, 2023
Eagle Ford Minerals AcquisitionJuly Western Eagle Ford AcquisitionOctober Western Eagle Ford Acquisition
(in thousands)
Consideration transferred:
Cash consideration$25,000 $592,735 $235,069 
Total$25,000 $592,735 $235,069 
Assets acquired and liabilities assumed:
Prepaid and other current assets$— $355 $— 
Oil and natural gas properties - proved12,865 595,025 239,573 
Oil and natural gas properties - unproved properties
12,135 22,310 9,819 
Accounts payable and accrued liabilities— (12,668)(5,790)
Asset retirement obligations— (10,541)(7,908)
Other liabilities— (1,746)(625)
Net assets acquired
$25,000 $592,735 $235,069 
v3.24.1.u1
Derivatives (Tables)
3 Months Ended
Mar. 31, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Derivative Instruments
The following table details our net volume positions by commodity as of March 31, 2024:

Production PeriodVolumesWeighted
Average
Fixed Price
Fair
Value
(in thousands)(in thousands)
Crude oil swaps – WTI (Bbls):
20248,065 $68.24$(95,743)
Crude oil swaps – Brent (Bbls):
2024181 $70.98(2,388)
Crude oil collars – WTI (Bbls):
20245,244 $63.16— $81.71(16,446)
20252,738 $60.00— $79.42(5,201)
2025(1)
1,460 $60.00— $85.00(3,805)
Crude oil collars – Brent (Bbls):
2024110 $65.00— $100.00(2)
2025365 $65.00— $91.6196 
Natural gas swaps (MMBtu):
202430,860 $3.6939,487 
Natural gas collars (MMBtu):
202413,750 $3.38— $4.5614,133 
202558,765 $3.00— $6.0310,296 
Crude oil basis swaps (Bbls):
20245,885 $1.51(716)
2025913 $1.80
Natural gas basis swaps (MMBtu):
202424,392 $(0.18)1,067 
20255,037 $0.32(147)
Calendar Month Average roll swaps (Bbls):
20245,959 $0.43(2,929)
20251,460 $0.45(164)
Total$(62,461)

(1)     Represents outstanding crude oil collar options exercisable by the counterparty until December 16, 2024.
Schedule of Offsetting Assets The following table shows the effects of master netting arrangements on the fair value of our derivative contracts as of March 31, 2024 and December 31, 2023:
Gross Fair
Value
Effect of
Counterparty
Netting
Net Carrying
Value
(in thousands)
March 31, 2024
Assets:
Derivative assets – current$68,237 $(31,724)$36,513 
Derivative assets – noncurrent20,802 (16,497)4,305 
Total assets$89,039 $(48,221)$40,818 
Liabilities:
Derivative liabilities – current$(132,944)$31,724 $(101,220)
Derivative liabilities – noncurrent(18,556)16,497 (2,059)
Total liabilities$(151,500)$48,221 $(103,279)
December 31, 2023
Assets:
Derivative assets – current$93,720 $(39,399)$54,321 
Derivative assets – noncurrent22,686 (14,620)8,066 
Total assets$116,406 $(54,019)$62,387 
Liabilities:
Derivative liabilities – current$(81,450)$39,399 $(42,051)
Derivative liabilities – noncurrent(14,620)14,620 — 
Total liabilities$(96,070)$54,019 $(42,051)
Schedule of Offsetting Liabilities The following table shows the effects of master netting arrangements on the fair value of our derivative contracts as of March 31, 2024 and December 31, 2023:
Gross Fair
Value
Effect of
Counterparty
Netting
Net Carrying
Value
(in thousands)
March 31, 2024
Assets:
Derivative assets – current$68,237 $(31,724)$36,513 
Derivative assets – noncurrent20,802 (16,497)4,305 
Total assets$89,039 $(48,221)$40,818 
Liabilities:
Derivative liabilities – current$(132,944)$31,724 $(101,220)
Derivative liabilities – noncurrent(18,556)16,497 (2,059)
Total liabilities$(151,500)$48,221 $(103,279)
December 31, 2023
Assets:
Derivative assets – current$93,720 $(39,399)$54,321 
Derivative assets – noncurrent22,686 (14,620)8,066 
Total assets$116,406 $(54,019)$62,387 
Liabilities:
Derivative liabilities – current$(81,450)$39,399 $(42,051)
Derivative liabilities – noncurrent(14,620)14,620 — 
Total liabilities$(96,070)$54,019 $(42,051)
Schedule of Derivative Contracts on Operations
The amounts recognized in Gain (loss) on derivatives in our condensed consolidated statements of operations were as follows for the three months ended March 31, 2024 and 2023:


Three Months Ended March 31,
20242023
(in thousands)
Derivatives not designated as hedging instruments:
Realized gain (loss) on oil positions$(44,062)$(38,105)
Realized gain (loss) on natural gas positions21,256 (16,536)
Realized gain (loss) on NGL positions— 7,484 
Total realized gain (loss) on derivatives(22,806)(47,157)
Unrealized gain (loss) on commodity hedges(82,796)197,467 
Gain (loss) on derivatives$(105,602)$150,310 
v3.24.1.u1
Fair Value Measurements (Tables)
3 Months Ended
Mar. 31, 2024
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 March 31, 2024 and December 31, 2023 by level within the fair value hierarchy:

Fair Value Measurement Using
Level 1Level 2Level 3Total
(in thousands)
March 31, 2024
Financial assets:
Derivative assets$— $89,039 $— $89,039 
Financial liabilities:    
Derivative liabilities$— $(151,500)$— $(151,500)
     
December 31, 2023    
Financial assets:    
Derivative assets$— $116,406 $— $116,406 
Financial liabilities:    
Derivative liabilities$— $(96,070)$— $(96,070)
v3.24.1.u1
Accounts Payable and Accrued Liabilities (Tables)
3 Months Ended
Mar. 31, 2024
Payables and Accruals [Abstract]  
Schedule of Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consisted of the following as of March 31, 2024 and December 31, 2023: 

March 31, 2024December 31, 2023
(in thousands)
Accounts payable and accrued liabilities:
Accounts payable$138,478 $125,010 
Accrued lease and asset operating expense72,028 58,847 
Accrued capital expenditures98,687 74,206 
Accrued general and administrative expense12,139 16,441 
Accrued gathering, transportation and marketing expense38,366 56,088 
Accrued revenue and royalties payable153,360 154,345 
Accrued interest expense14,437 45,546 
Accrued severance taxes37,903 58,100 
Other9,235 24,960 
Total accounts payable and accrued liabilities$574,633 $613,543 
v3.24.1.u1
Debt (Tables)
3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Schedule of Debt Balances
The following table summarizes our debt balances as of March 31, 2024 and December 31, 2023:

Debt OutstandingLetters of Credit IssuedBorrowing BaseMaturity
(in thousands)
March 31, 2024
Revolving Credit Facility$81,300 $21,586 $2,000,000 9/23/2027
9.250% Senior Notes due 2028
1,000,000 — — 2/15/2028
7.625% Senior Notes due 2032
700,000 — — 4/1/2032
Less: Unamortized discount, premium and issuance costs(32,074)
Total long-term debt$1,749,226 
December 31, 2023
Revolving Credit Facility$23,500 $14,408 $2,000,000 9/23/2027
7.250% Senior Notes due 2026
700,000 — — 5/1/2026
9.250% Senior Notes due 2028
1,000,000 — — 2/15/2028
Less: Unamortized discount, premium and issuance costs(29,125)
Total long-term debt$1,694,375 
The following table summarizes fees, discounts and commissions paid to KCM by Crescent in connection with our debt and equity transactions:
Three Months Ended March 31,
20242023
(in thousands)
Amounts paid to KCM$1,838$1,100
v3.24.1.u1
Asset Retirement Obligations (Tables)
3 Months Ended
Mar. 31, 2024
Asset Retirement Obligation Disclosure [Abstract]  
Schedule of Change in Asset Retirement Obligations The following table summarizes activity related to our ARO liabilities for the three months ended March 31, 2024:
Three Months Ended March 31, 2024
(in thousands)
Balance at beginning of period$445,060 
Additions596 
Retirements(3,111)
Accretion expense7,729 
Balance at end of period450,274 
Less: current portion(26,042)
Balance at end of period, noncurrent portion$424,232 
v3.24.1.u1
Equity-Based Compensation Awards (Tables)
3 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of Equity-Based Compensation Expense The following table summarizes compensation expense we recognized in connection with our equity-based compensation awards for the periods indicated:
Three Months Ended March 31,
20242023
(in thousands)
Equity-based compensation expense (income):
Liability-classified profits interest awards$393 $(212)
Equity-classified profits interest awards276 1,553 
Equity-classified LTIP RSU awards297 391 
Equity-classified LTIP PSU awards159 — 
Equity-classified Manager PSUs27,049 5,873 
Total equity-based compensation expense (income)$28,174 $7,605 
v3.24.1.u1
Related Party Transactions (Tables)
3 Months Ended
Mar. 31, 2024
Related Party Transactions [Abstract]  
Schedule of Debt Balances
The following table summarizes our debt balances as of March 31, 2024 and December 31, 2023:

Debt OutstandingLetters of Credit IssuedBorrowing BaseMaturity
(in thousands)
March 31, 2024
Revolving Credit Facility$81,300 $21,586 $2,000,000 9/23/2027
9.250% Senior Notes due 2028
1,000,000 — — 2/15/2028
7.625% Senior Notes due 2032
700,000 — — 4/1/2032
Less: Unamortized discount, premium and issuance costs(32,074)
Total long-term debt$1,749,226 
December 31, 2023
Revolving Credit Facility$23,500 $14,408 $2,000,000 9/23/2027
7.250% Senior Notes due 2026
700,000 — — 5/1/2026
9.250% Senior Notes due 2028
1,000,000 — — 2/15/2028
Less: Unamortized discount, premium and issuance costs(29,125)
Total long-term debt$1,694,375 
The following table summarizes fees, discounts and commissions paid to KCM by Crescent in connection with our debt and equity transactions:
Three Months Ended March 31,
20242023
(in thousands)
Amounts paid to KCM$1,838$1,100
v3.24.1.u1
Earnings Per Share (Tables)
3 Months Ended
Mar. 31, 2024
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 March 31,
20242023
(in thousands, except share and per share amounts)
Numerator:
Net income (loss)$(32,364)$255,611 
Less: net (income) loss attributable to noncontrolling interests(3,499)(149)
Less: net (income) loss attributable to redeemable noncontrolling interests11,695 (195,668)
Net income (loss) attributable to Crescent Energy - basic(24,168)59,794 
Add: Reallocation of net income attributable to redeemable noncontrolling interest for the dilutive effect of RSUs— 55 
Add: Reallocation of net income attributable to redeemable noncontrolling interest for the dilutive effect of PSUs— 360 
Net income (loss) attributable to Crescent Energy - diluted$(24,168)$60,209 
Denominator:
Weighted-average Class A common stock outstanding – basic94,793,415 48,282,163 
Add: dilutive effect of RSUs— 50,579 
Add: dilutive effect of PSUs— 332,610 
Weighted-average Class A common stock outstanding – diluted94,793,415 48,665,352 
Weighted-average Class B common stock outstanding – basic and diluted84,332,739 118,645,323 
Net income (loss) per share:
Class A common stock – basic$(0.25)$1.24 
Class A common stock – diluted
$(0.25)$1.24 
Class B common stock – basic and diluted$— $— 
v3.24.1.u1
Organization and Basis of Presentation (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Preferred stock, par value (in USD per share) $ 0.0001 $ 0.0001
Additional paid-in capital $ 1,929,307 $ 1,626,501
Class A    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Common stock, par value (in USD per share) $ 0.0001 $ 0.0001
Stock issued during period (in shares) 13,800,000  
Class B    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Common stock, par value (in USD per share) $ 0.0001 $ 0.0001
Stock issued during period (in shares) 16,100,000  
Independence Energy Aggregator L.P | Class A | Affiliated Entity    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Share price (in USD per share) $ 10.5  
Sale Of Stock, Price Per Share Less Discounts $ 9.87  
OpCo    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Units issued (in shares) 2,300,000  
Stock redeemed (in shares) 22,700,000  
Repurchase of noncontrolling interest $ 16,100  
Redeemable noncontrolling interest 319,000  
Additional paid-in capital $ 319,000  
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) 41.00%  
Crescent Energy    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Units issued (in shares) 13,800,000  
Repurchase of noncontrolling interest $ 341,700  
Ownership of outstanding shares (as a percent) 59.00%  
v3.24.1.u1
Summary of Significant Accounting Policies - Cash and Restricted Cash (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Dec. 31, 2022
Accounting Policies [Abstract]        
Cash and cash equivalents $ 5,321 $ 2,974 $ 2,930  
Restricted cash – current 261   8,631  
Restricted cash – noncurrent 5,589   5,048  
Total cash, cash equivalents and restricted cash $ 11,171 $ 8,729 $ 16,609 $ 15,304
v3.24.1.u1
Summary of Significant Accounting Policies - Narrative (Details) - USD ($)
$ in Thousands, shares in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Additional paid-in capital $ 1,929,307   $ 1,626,501
Income tax (benefit) expense $ (4,209) $ 16,360  
Effective income tax rate (as a percent) 11.50% 6.00%  
Affiliated Entity | Class B      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Stock repurchased amount $ 22,700    
OpCo      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Repurchase of noncontrolling interest $ 16,100    
Units issued (in shares) 2.3    
Additional paid-in capital $ 319,000    
Redeemable noncontrolling interest 319,000    
Crescent Energy      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Repurchase of noncontrolling interest $ 341,700    
Units issued (in shares) 13.8    
v3.24.1.u1
Summary of Significant Accounting Policies - Adjustments to Redeemable Noncontrolling Interests (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Redeemable Noncontrolling Interests    
Beginning balance $ 1,901,208  
Net loss attributable to redeemable noncontrolling interests (11,695) $ 195,668
Distributions (88)  
Distributions from OpCo related to Class A common stock dividend and income taxes, net (88)  
Accrued OpCo distribution related to Manager Compensation (5,627)  
Equity-based compensation 12,950  
Change in redeemable noncontrolling interests associated with the 2024 Equity Transactions (341,664)  
Ending balance 1,546,722  
Class A    
Redeemable Noncontrolling Interests    
Distributions (8,362)  
Distributions from OpCo related to Class A common stock dividend and income taxes, net $ (8,362)  
v3.24.1.u1
Summary of Significant Accounting Policies - Supplemental Cash Flow Disclosures (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Supplemental cash flow disclosures:    
Interest paid, net of amounts capitalized $ 50,069 $ 7,447
Income tax payments (refunds) 86 20
Non-cash investing and financing activities:    
Capital expenditures included in accounts payable and accrued liabilities 136,630 88,540
Right-of-use assets obtained in exchange for leases $ 3,673 $ 2,485
v3.24.1.u1
Acquisitions and Divestitures - Narrative (Details) - Disposal Group, Held-for-sale, Not Discontinued Operations - USD ($)
$ in Millions
Feb. 29, 2024
Oct. 31, 2023
Jul. 31, 2023
Permian Basin      
Business Acquisition [Line Items]      
Consideration received on disposition $ 25.0    
Western Eagle Ford      
Business Acquisition [Line Items]      
Consideration received on disposition   $ 235.1 $ 592.7
v3.24.1.u1
Acquisitions and Divestitures - Estimated Fair Value of Identified Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Eagle Ford Minerals Acquisition    
Consideration transferred:    
Cash consideration $ 25,000  
Total 25,000  
Assets acquired and liabilities assumed:    
Prepaid and other current assets 0  
Accounts payable and accrued liabilities 0  
Asset retirement obligations 0  
Other liabilities 0  
Net assets acquired 25,000  
Eagle Ford Minerals Acquisition | Oil and natural gas properties - proved    
Assets acquired and liabilities assumed:    
Oil and natural gas properties 12,865  
Eagle Ford Minerals Acquisition | Oil and natural gas properties - unproved    
Assets acquired and liabilities assumed:    
Oil and natural gas properties $ 12,135  
July Western Eagle Ford Acquisition    
Consideration transferred:    
Cash consideration   $ 592,735
Total   592,735
Assets acquired and liabilities assumed:    
Prepaid and other current assets   355
Accounts payable and accrued liabilities   (12,668)
Asset retirement obligations   (10,541)
Other liabilities   (1,746)
Net assets acquired   592,735
July Western Eagle Ford Acquisition | Oil and natural gas properties - proved    
Assets acquired and liabilities assumed:    
Oil and natural gas properties   595,025
July Western Eagle Ford Acquisition | Oil and natural gas properties - unproved    
Assets acquired and liabilities assumed:    
Oil and natural gas properties   22,310
October Western Eagle Ford Acquisition    
Consideration transferred:    
Cash consideration   235,069
Total   235,069
Assets acquired and liabilities assumed:    
Prepaid and other current assets   0
Accounts payable and accrued liabilities   (5,790)
Asset retirement obligations   (7,908)
Other liabilities   (625)
Net assets acquired   235,069
October Western Eagle Ford Acquisition | Oil and natural gas properties - proved    
Assets acquired and liabilities assumed:    
Oil and natural gas properties   239,573
October Western Eagle Ford Acquisition | Oil and natural gas properties - unproved    
Assets acquired and liabilities assumed:    
Oil and natural gas properties   $ 9,819
v3.24.1.u1
Derivatives - Net Volume Positions by Commodity (Details)
bbl in Thousands, MMBTU in Thousands, $ in Thousands
3 Months Ended
Mar. 31, 2024
USD ($)
MMBTU
$ / MMBTU
$ / bbl
bbl
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Fair Value | $ $ (62,461)
2024 | Swap | Crude Oil  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Volumes (Bbls) | bbl 5,959
Weighted Average Fixed Price (in USD per unit) | $ / bbl 0.43
Fair Value | $ $ (2,929)
2024 | Swap | Crude Oil | Crude oil swaps – WTI (Bbls):  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Volumes (Bbls) | bbl 8,065
Weighted Average Fixed Price (in USD per unit) | $ / bbl 68.24
Fair Value | $ $ (95,743)
2024 | Swap | Crude Oil | Crude oil swaps – Brent (Bbls):  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Volumes (Bbls) | bbl 181
Weighted Average Fixed Price (in USD per unit) | $ / bbl 70.98
Fair Value | $ $ (2,388)
2024 | Swap | Natural Gas  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Volumes (MBtu) | MMBTU 30,860
Weighted Average Fixed Price (in USD per unit) | $ / bbl 3.69
Fair Value | $ $ 39,487
2024 | Collar | Crude Oil | Crude oil swaps – WTI (Bbls):  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Volumes (Bbls) | bbl 5,244
Fair Value | $ $ (16,446)
2024 | Collar | Crude Oil | Crude oil swaps – Brent (Bbls):  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Volumes (Bbls) | bbl 110
Fair Value | $ $ (2)
2024 | Collar | Natural Gas  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Volumes (MBtu) | MMBTU 13,750
Fair Value | $ $ 14,133
2024 | Collar | Minimum | Crude Oil | Crude oil swaps – WTI (Bbls):  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Weighted Average Fixed Price (in USD per unit) | $ / bbl 63.16
2024 | Collar | Minimum | Crude Oil | Crude oil swaps – Brent (Bbls):  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Weighted Average Fixed Price (in USD per unit) | $ / bbl 65.00
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 | Crude Oil | Crude oil swaps – WTI (Bbls):  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Weighted Average Fixed Price (in USD per unit) | $ / bbl 81.71
2024 | Collar | Maximum | Crude Oil | Crude oil swaps – Brent (Bbls):  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Weighted Average Fixed Price (in USD per unit) | $ / bbl 100.00
2024 | Collar | Maximum | Natural Gas  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Weighted Average Fixed Price (in USD per unit) | $ / MMBTU 4.56
2024 | Basis Swap | Crude Oil  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Volumes (Bbls) | bbl 5,885
Weighted Average Fixed Price (in USD per unit) | $ / bbl 1.51
Fair Value | $ $ (716)
2024 | Basis Swap | Natural Gas  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Volumes (MBtu) | MMBTU 24,392
Weighted Average Fixed Price (in USD per unit) | $ / MMBTU (0.18)
Fair Value | $ $ 1,067
2025 | Swap | Crude Oil  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Volumes (Bbls) | bbl 1,460
Weighted Average Fixed Price (in USD per unit) | $ / bbl 0.45
Fair Value | $ $ (164)
2025 | Collar | Crude Oil | Crude oil swaps – WTI (Bbls):  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Volumes (Bbls) | bbl 2,738
Fair Value | $ $ (5,201)
2025 | Collar | Crude Oil | Crude oil swaps – Brent (Bbls):  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Volumes (Bbls) | bbl 365
Fair Value | $ $ 96
2025 | Collar | Natural Gas  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Volumes (MBtu) | MMBTU 58,765
Fair Value | $ $ 10,296
2025 | Collar | Minimum | Crude Oil | Crude oil swaps – WTI (Bbls):  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Weighted Average Fixed Price (in USD per unit) | $ / bbl 60.00
2025 | Collar | Minimum | Crude Oil | Crude oil swaps – Brent (Bbls):  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Weighted Average Fixed Price (in USD per unit) | $ / bbl 65.00
2025 | Collar | Minimum | Natural Gas  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Weighted Average Fixed Price (in USD per unit) | $ / MMBTU 3.00
2025 | Collar | Maximum | Crude Oil | Crude oil swaps – WTI (Bbls):  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Weighted Average Fixed Price (in USD per unit) | $ / bbl 79.42
2025 | Collar | Maximum | Crude Oil | Crude oil swaps – Brent (Bbls):  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Weighted Average Fixed Price (in USD per unit) | $ / bbl 91.61
2025 | Collar | Maximum | Natural Gas  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Weighted Average Fixed Price (in USD per unit) | $ / MMBTU 6.03
2025 | Basis Swap | Crude Oil  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Volumes (Bbls) | bbl 913
Weighted Average Fixed Price (in USD per unit) | $ / bbl 1.80
Fair Value | $ $ 1
2025 | Basis Swap | Natural Gas  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Volumes (MBtu) | MMBTU 5,037
Weighted Average Fixed Price (in USD per unit) | $ / MMBTU 0.32
Fair Value | $ $ (147)
2025 | Collar | Crude Oil | Crude oil swaps – WTI (Bbls):  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Volumes (Bbls) | bbl 1,460
Fair Value | $ $ (3,805)
2025 | Collar | Minimum | Crude Oil | Crude oil swaps – WTI (Bbls):  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Weighted Average Fixed Price (in USD per unit) | $ / bbl 60.00
2025 | Collar | Maximum | Crude Oil | Crude oil swaps – WTI (Bbls):  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Weighted Average Fixed Price (in USD per unit) | $ / bbl 85.00
v3.24.1.u1
Derivatives - Netting Arrangements (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Assets:    
Gross Fair Value $ 89,039 $ 116,406
Effect of Counterparty Netting (48,221) (54,019)
Net Carrying Value 40,818 62,387
Liabilities:    
Gross Fair Value (151,500) (96,070)
Effect of Counterparty Netting 48,221 54,019
Net Carrying Value (103,279) (42,051)
Derivative assets – current    
Assets:    
Gross Fair Value 68,237 93,720
Effect of Counterparty Netting (31,724) (39,399)
Net Carrying Value 36,513 54,321
Derivative assets – noncurrent    
Assets:    
Gross Fair Value 20,802 22,686
Effect of Counterparty Netting (16,497) (14,620)
Net Carrying Value 4,305 8,066
Derivative liabilities – current    
Liabilities:    
Gross Fair Value (132,944) (81,450)
Effect of Counterparty Netting 31,724 39,399
Net Carrying Value (101,220) (42,051)
Derivative liabilities – noncurrent    
Liabilities:    
Gross Fair Value (18,556) (14,620)
Effect of Counterparty Netting 16,497 14,620
Net Carrying Value $ (2,059) $ 0
v3.24.1.u1
Derivatives - Gain (Loss) on Derivatives Included in Statement of Operations (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Derivative Instruments, Gain (Loss) [Line Items]    
Gain (loss) on derivatives $ (105,602) $ 150,310
Not Designated as Hedging Instrument    
Derivative Instruments, Gain (Loss) [Line Items]    
Total realized gain (loss) on derivatives (22,806) (47,157)
Gain (loss) on derivatives (105,602) 150,310
Commodity Hedges | Not Designated as Hedging Instrument    
Derivative Instruments, Gain (Loss) [Line Items]    
Unrealized gain (loss) on commodity hedges (82,796) 197,467
Oil | Energy Hedges | Not Designated as Hedging Instrument    
Derivative Instruments, Gain (Loss) [Line Items]    
Realized gain (loss) on derivatives, cash settled (44,062) (38,105)
Natural Gas | Energy Hedges | Not Designated as Hedging Instrument    
Derivative Instruments, Gain (Loss) [Line Items]    
Realized gain (loss) on derivatives, cash settled 21,256 (16,536)
Natural gas liquids | Energy Hedges | Not Designated as Hedging Instrument    
Derivative Instruments, Gain (Loss) [Line Items]    
Realized gain (loss) on derivatives, cash settled $ 0 $ 7,484
v3.24.1.u1
Fair Value Measurements - Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Financial assets:    
Derivative Asset, Statement of Financial Position [Extensible Enumeration] Derivative assets – current, Derivative assets – noncurrent Derivative assets – current, Derivative assets – noncurrent
Financial Liabilities:    
Derivative Liability, Statement of Financial Position [Extensible Enumeration] Derivative liabilities – current, Derivative liabilities – noncurrent Derivative liabilities – current, Derivative liabilities – noncurrent
Fair Value, Recurring    
Financial assets:    
Derivative assets $ 89,039 $ 116,406
Financial Liabilities:    
Derivative liabilities (151,500) (96,070)
Fair Value, Recurring | Level 1    
Financial assets:    
Derivative assets 0 0
Financial Liabilities:    
Derivative liabilities 0 0
Fair Value, Recurring | Level 2    
Financial assets:    
Derivative assets 89,039 116,406
Financial Liabilities:    
Derivative liabilities (151,500) (96,070)
Fair Value, Recurring | Level 3    
Financial assets:    
Derivative assets 0 0
Financial Liabilities:    
Derivative liabilities $ 0 $ 0
v3.24.1.u1
Fair Value Measurements - Narrative (Details) - USD ($)
$ in Millions
Mar. 31, 2024
Dec. 31, 2023
Fair Value Disclosures [Abstract]    
Fair value based on quoted market prices $ 1,763.9 $ 1,750.7
v3.24.1.u1
Accounts Payable and Accrued Liabilities (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Payables and Accruals [Line Items]    
Accounts payable $ 138,478 $ 125,010
Accrued lease and asset operating expense 72,028 58,847
Accrued capital expenditures 98,687 74,206
Accrued general and administrative expense 12,139 16,441
Accrued gathering, transportation and marketing expense 38,366 56,088
Accrued revenue and royalties payable 153,360 154,345
Accrued interest expense 14,437 45,546
Accrued severance taxes 37,903 58,100
Other 9,235 24,960
Nonrelated Party    
Payables and Accruals [Line Items]    
Total accounts payable and accrued liabilities $ 574,633 $ 613,543
v3.24.1.u1
Debt - Senior Notes (Details) - USD ($)
1 Months Ended 3 Months Ended
Mar. 31, 2024
Feb. 28, 2023
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Sep. 30, 2023
Jul. 31, 2023
Debt Instrument [Line Items]              
Proceeds from issuance of senior long-term debt     $ 690,375,000 $ 394,000,000      
Senior Notes              
Debt Instrument [Line Items]              
Face amount of debt instrument $ 714,800,000 $ 977,400,000 714,800,000        
7.625% Senior Notes due 2032 | Senior Notes              
Debt Instrument [Line Items]              
Face amount of debt instrument $ 700,000,000   $ 700,000,000        
Stated interest rate (as a percent) 7.625%   7.625%        
Proceeds from issuance of senior long-term debt $ 686,200,000            
Redemption price, percentage (as a percent) 100.00%            
7.625% Senior Notes due 2032 | Senior Notes | Redemption Period              
Debt Instrument [Line Items]              
Percentage of principal amount redeemable (as a percent) 40.00%            
Redemption price, percentage (as a percent) 107.625%            
9.250% Senior Notes due 2028 | Senior Notes              
Debt Instrument [Line Items]              
Face amount of debt instrument   $ 400,000,000       $ 150,000,000 $ 300,000,000
Stated interest rate (as a percent) 9.25%   9.25%   9.25%    
Redemption price, percentage (as a percent)   100.00%          
9.250% Senior Notes due 2028 | Senior Notes | Independence Energy Finance LLC              
Debt Instrument [Line Items]              
Face amount of debt instrument   $ 150,000,000          
Senior Notes Due July 2028 | Senior Notes | Independence Energy Finance LLC              
Debt Instrument [Line Items]              
Proportion of face amount (as a percent)             98.00%
Senior Notes Due September 2028 | New Notes | Independence Energy Finance LLC              
Debt Instrument [Line Items]              
Proportion of face amount (as a percent)   101.125%          
Senior Notes Due December 2028 | New Notes | Independence Energy Finance LLC              
Debt Instrument [Line Items]              
Proportion of face amount (as a percent)   102.125%          
7.250% Senior Notes due 2026 | Senior Notes              
Debt Instrument [Line Items]              
Face amount of debt instrument $ 22,600,000   $ 22,600,000   $ 700,000,000    
Stated interest rate (as a percent)         7.25%    
Proportion of face amount (as a percent) 101.857%   101.857%        
v3.24.1.u1
Debt - Revolving Credit Facility (Details) - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended
May 31, 2022
Mar. 31, 2024
Dec. 31, 2023
May 31, 2021
May 06, 2021
May 05, 2021
Debt Instrument [Line Items]            
Letters of credit outstanding   $ 21,586 $ 14,408      
Line of Credit | Revolving Credit Facility            
Debt Instrument [Line Items]            
Committed amount of credit facility   1,300,000       $ 700,000
Borrowing base   2,000,000       1,300,000
Maximum credit amount         $ 3,000,000 $ 1,500,000
Basis spread on variable rate, period decrease 0.50%          
Borrowings under credit facility   $ 81,300        
Minimum mortgage maintenance rate of net present value (as a percent)       85.00%    
Discount rate (as a percent)       9.00%    
Minimum aggregate purchase price of the effective borrowing base (as a percent)       5.00%    
Unused capacity commitment fee (as a percent)   0.50%        
Weighted-average interest rate (as a percent)   9.75% 9.75%      
Line of Credit | Revolving Credit Facility | Minimum | Secured Overnight Financing Rate            
Debt Instrument [Line Items]            
Debt instrument, variable rate (as percent)   2.35%        
Line of Credit | Revolving Credit Facility | Minimum | Base Rate            
Debt Instrument [Line Items]            
Debt instrument, variable rate (as percent)   1.25%        
Line of Credit | Revolving Credit Facility | Maximum | Secured Overnight Financing Rate            
Debt Instrument [Line Items]            
Debt instrument, variable rate (as percent)   3.35%        
Line of Credit | Revolving Credit Facility | Maximum | Base Rate            
Debt Instrument [Line Items]            
Debt instrument, variable rate (as percent)   2.25%        
Line of Credit | Letter of Credit            
Debt Instrument [Line Items]            
Letters of credit outstanding   $ 21,600 $ 14,400      
v3.24.1.u1
Debt - Summary (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Less: Unamortized discount, premium and issuance costs $ (32,074) $ (29,125)
Total long-term debt 1,749,226 1,694,375
Letters of Credit Issued 21,586 14,408
Line of Credit | Revolving Credit Facility    
Debt Instrument [Line Items]    
Long-term debt, gross $ 81,300 23,500
Borrowing Base   $ 2,000,000
Senior Notes | 9.250% Senior Notes due 2028    
Debt Instrument [Line Items]    
Stated interest rate (as a percent) 9.25% 9.25%
Long-term debt, gross $ 1,000,000 $ 1,000,000
Senior Notes | 7.625% Senior Notes due 2032    
Debt Instrument [Line Items]    
Stated interest rate (as a percent) 7.625%  
Long-term debt, gross $ 700,000  
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
v3.24.1.u1
Asset Retirement Obligations (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]    
Balance at beginning of period $ 445,060  
Additions 596  
Retirements (3,111)  
Accretion expense 7,729  
Balance at end of period 450,274  
Less: current portion (26,042)  
Asset retirement obligations $ 424,232 $ 418,319
v3.24.1.u1
Equity-Based Compensation Awards - Equity-Based Compensation Expense (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total equity-based compensation expense (income) $ 28,174 $ 7,605
Liability-classified profits interest awards    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total equity-based compensation expense (income) 393 (212)
Equity-classified profits interest awards    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total equity-based compensation expense (income) 276 1,553
Equity-classified LTIP RSU awards    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total equity-based compensation expense (income) 297 391
Equity-classified LTIP PSU awards    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total equity-based compensation expense (income) 159 0
Equity-classified Manager PSUs    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total equity-based compensation expense (income) $ 27,049 $ 5,873
v3.24.1.u1
Equity-Based Compensation Awards - Narrative (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Millions
1 Months Ended 3 Months Ended
Apr. 30, 2024
Mar. 31, 2024
Crescent Energy    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Units issued (in shares)   13,800
RSUs | Directors, Officers and Employees | Subsequent Event    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Granted (in shares) 116  
Granted (in USD per share) $ 11.68  
Equity-classified LTIP PSU awards    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Additional expense recognized   $ 14.1
Equity-classified LTIP PSU awards | Class A    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Target shares increase (in shares)   1,400
Minimum | RSUs | Directors, Officers and Employees | Subsequent Event    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Performance/vesting period 1 year  
Maximum | RSUs | Directors, Officers and Employees | Subsequent Event    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Performance/vesting period 3 years  
v3.24.1.u1
Related Party Transactions - Narrative (Details)
$ in Thousands, shares in Millions
3 Months Ended 12 Months Ended
Mar. 31, 2024
USD ($)
tranche
shares
Mar. 31, 2023
USD ($)
Dec. 31, 2023
USD ($)
Jun. 30, 2024
USD ($)
Related Party Transaction [Line Items]        
General and administrative expense $ 42,715 $ 21,238    
Distributions to redeemable noncontrolling interests related to Manager Compensation 6,798 9,471    
Interest paid, net of amounts capitalized 50,069 7,447    
Accounts payable – affiliates (20,524) $ 11,861    
Lease, annual base rent 400      
Tenant improvements $ 1,100      
OpCo        
Related Party Transaction [Line Items]        
Units issued (in shares) | shares 2.3      
Interest paid, net of amounts capitalized $ 22,700      
Maximum        
Related Party Transaction [Line Items]        
Lease, annual base rent 500      
Affiliated Entity        
Related Party Transaction [Line Items]        
Accounts receivable, net 7,873   $ 2,108  
Accounts payable and accrued liabilities 35,983   52,607  
Additional payment for cost incured 1,300      
Affiliated Entity | John C. Goff        
Related Party Transaction [Line Items]        
Lease term   10 years    
Lease, annual base rent   $ 300    
Affiliated Entity | KKR Capital Markets LLC        
Related Party Transaction [Line Items]        
Accounts payable – affiliates $ 5,800   6,600  
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 $ 8,200 3,900    
Distributions to redeemable noncontrolling interests related to Manager Compensation 6,800 9,500    
Accrual to redeemable noncontrolling interests 13,900   13,900  
Affiliated Entity | Management Agreement | Forecast        
Related Party Transaction [Line Items]        
Accrual to redeemable noncontrolling interests       $ 5,600
Affiliated Entity | Management Agreement, Compensation Increase        
Related Party Transaction [Line Items]        
Amount of related party transaction $ 55,500      
Related party transaction rate (as a percent) 1.50%      
Affiliated Entity | Management Agreement, Incentive Compensation        
Related Party Transaction [Line Items]        
General and administrative expense $ 27,000   5,900  
Incentive target rate (as a percent) 10.00%      
Number of tranches | tranche 5      
Incentive compensation settled period (years) 5 years      
Incentive compensation settled rate (as a percent) 2.00%      
Affiliated Entity | Management Agreement, Incentive Compensation | Minimum        
Related Party Transaction [Line Items]        
Initial target amount (as a percent) 0.00%      
Affiliated Entity | Management Agreement, Incentive Compensation | Maximum        
Related Party Transaction [Line Items]        
Initial target amount (as a percent) 4.80%      
Affiliated Entity | Oil and gas investments        
Related Party Transaction [Line Items]        
Accounts receivable, net $ 5,000   100  
Accounts payable and accrued liabilities 8,300   $ 27,900  
Affiliated Entity | Distributions To Pay Income Taxes        
Related Party Transaction [Line Items]        
Amount of related party transaction $ 8,300 $ 20,200    
v3.24.1.u1
Related Party Transactions - Schedule of Debt (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
KKR Capital Markets LLC    
Related Party Transaction [Line Items]    
Amounts paid to KCM $ 1,838 $ 1,100
v3.24.1.u1
Earnings Per Share - Narrative (Details)
shares in Millions
3 Months Ended
Mar. 31, 2024
class
shares
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]  
Number of classes of equity | class 2
PSUs  
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]  
Effective antidilutive shares (in shares) 0.9
RSUs  
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]  
Effective antidilutive shares (in shares) 0.1
v3.24.1.u1
Earnings Per Share - Summary (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Numerator:    
Net income (loss) $ (32,364) $ 255,611
Less: net (income) loss attributable to noncontrolling interests (3,499) (149)
Less: net (income) loss attributable to redeemable noncontrolling interests 11,695 (195,668)
Net income (loss) attributable to Crescent Energy - basic (24,168) 59,794
Net income (loss) attributable to Crescent Energy - diluted (24,168) 60,209
RSUs    
Numerator:    
Add: Reallocation of net income attributable to redeemable noncontrolling interest for the dilutive effect of RSUs $ 0 $ 55
Denominator:    
Add: dilutive effect (in shares) 0 50,579
PSUs    
Numerator:    
Add: Reallocation of net income attributable to redeemable noncontrolling interest for the dilutive effect of RSUs $ 0 $ 360
Denominator:    
Add: dilutive effect (in shares) 0 332,610
Class A    
Denominator:    
Weighted-average common stock outstanding - basic (in shares) 94,793,415 48,282,163
Weighted-average common stock outstanding - diluted (in shares) 94,793,415 48,665,352
Net income (loss) per share:    
Common stock - basic (in USD per share) $ (0.25) $ 1.24
Common stock - diluted (in USD per share) $ (0.25) $ 1.24
Class B    
Denominator:    
Weighted-average common stock outstanding - basic (in shares) 84,332,739 118,645,323
Weighted-average common stock outstanding - diluted (in shares) 84,332,739 118,645,323
Net income (loss) per share:    
Common stock - basic (in USD per share) $ 0 $ 0
Common stock - diluted (in USD per share) $ 0 $ 0
v3.24.1.u1
Subsequent Events (Details) - USD ($)
$ / shares in Units, $ in Thousands, shares in Millions
3 Months Ended
May 06, 2024
Apr. 10, 2024
Apr. 01, 2024
Mar. 31, 2024
Apr. 09, 2024
May 05, 2021
Line of Credit | Revolving Credit Facility            
Subsequent Event [Line Items]            
Borrowing base       $ 2,000,000   $ 1,300,000
Committed amount of credit facility       $ 1,300,000   $ 700,000
Unused capacity commitment fee (as a percent)       0.50%    
Line of Credit | Revolving Credit Facility | Minimum | Secured Overnight Financing Rate            
Subsequent Event [Line Items]            
Debt instrument, variable rate (as percent)       2.35%    
Line of Credit | Revolving Credit Facility | Minimum | Base Rate            
Subsequent Event [Line Items]            
Debt instrument, variable rate (as percent)       1.25%    
Line of Credit | Revolving Credit Facility | Maximum | Secured Overnight Financing Rate            
Subsequent Event [Line Items]            
Debt instrument, variable rate (as percent)       3.35%    
Line of Credit | Revolving Credit Facility | Maximum | Base Rate            
Subsequent Event [Line Items]            
Debt instrument, variable rate (as percent)       2.25%    
Subsequent Event            
Subsequent Event [Line Items]            
Common stock dividends declared per share (in USD per share) $ 0.12          
Common stock dividends paid per share (in USD per share) 0.12          
Annual common stock dividends per share (in USD per share) $ 0.48          
Subsequent Event | Line of Credit | Revolving Credit Facility            
Subsequent Event [Line Items]            
Borrowing base   $ 2,000,000     $ 1,700,000  
Committed amount of credit facility   $ 1,300,000        
Subsequent Event | Line of Credit | Revolving Credit Facility | Minimum            
Subsequent Event [Line Items]            
Unused capacity commitment fee (as a percent)   0.375%        
Subsequent Event | Line of Credit | Revolving Credit Facility | Minimum | Secured Overnight Financing Rate            
Subsequent Event [Line Items]            
Debt instrument, variable rate (as percent)   2.35%        
Subsequent Event | Line of Credit | Revolving Credit Facility | Minimum | Base Rate            
Subsequent Event [Line Items]            
Debt instrument, variable rate (as percent)   1.25%        
Subsequent Event | Line of Credit | Revolving Credit Facility | Maximum            
Subsequent Event [Line Items]            
Unused capacity commitment fee (as a percent)   0.50%        
Subsequent Event | Line of Credit | Revolving Credit Facility | Maximum | Secured Overnight Financing Rate            
Subsequent Event [Line Items]            
Debt instrument, variable rate (as percent)   3.35%        
Subsequent Event | Line of Credit | Revolving Credit Facility | Maximum | Base Rate            
Subsequent Event [Line Items]            
Debt instrument, variable rate (as percent)   2.25%        
Subsequent Event | Class B            
Subsequent Event [Line Items]            
Shares issued (USD per share)     $ 10.74      
Subsequent Event | OpCo | Class B            
Subsequent Event [Line Items]            
Decrease in number of common stock (in shares)     6.0      

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