0001866175FALSE00018661752025-02-262025-02-26


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
    
FORM 8-K
    
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 26, 2025
    
Crescent Energy Company
(Exact Name of Registrant as Specified in its Charter)
Delaware001-4113287-1133610
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification No.)
600 Travis Street, Suite 7200
Houston, Texas
77002
(Address of Principal Executive Offices)(Zip Code)
(713) 332-7001
Registrant’s Telephone Number, Including Area Code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per shareCRGYThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02.Results of Operations and Financial Condition.
Earnings Release

On February 26, 2025, Crescent Energy Company (the “Company”) announced its financial and operating results for the quarter and year ended December 31, 2024. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information in this Item 2.02, including the exhibits, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Item 7.01    Regulation FD Disclosure.
The information contained in Item 2.02 of this Current Report is incorporated into this Item 7.01 by reference.
The information contained in this Item 7.01, including the exhibits, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.
Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits.
ExhibitDescription
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 26, 2025
CRESCENT ENERGY COMPANY
By:    /s/ Bo Shi    
Name:    Bo Shi
Title:    General Counsel

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Exhibit 99.1
Crescent Energy Reports Fourth Quarter and Full Year 2024 Results    

Houston, February 26, 2025 – Crescent Energy Company (NYSE: CRGY) ("Crescent" or the "Company"), today announced financial and operating results for the fourth quarter and full year 2024, as well as its 2025 capital budget and production outlook. A supplemental slide deck can be found at www.crescentenergyco.com. The Company plans to host a conference call and webcast at 10 a.m. CT on Thursday, February 27, 2025. Details can be found in this release.

Full Year 2024 Highlights
–Delivered strong financial performance, with all key metrics meeting or exceeding guidance expectations
–Enhanced operations, improving D&C costs approximately 10% and increasing well productivity approximately 30% year-over-year, resulting in a significant rate-of-change in the Eagle Ford
–Generated $1.2 billion in Operating Cash Flow and $630 million in Levered Free Cash Flow(1)
–Achieved record annual production of 201 MBoe/d, a greater than 30% increase year-over-year, driven by acquired volumes and increased well productivity
–Executed over $3 billion of accretive Eagle Ford M&A across five transactions
–Divested approximately $50 million of non-core assets, with a continued focus on portfolio optimization
–Utilized approximately 20% of the authorized Share Repurchase Program at a weighted average share price of $10.07
–Added to the S&P SmallCap 600 Index, recognizing greater scale, market liquidity and industry standing

Crescent CEO David Rockecharlie said, “2024 was a transformational year for Crescent, defined by strong financial and operational execution, as well as significant and profitable growth through multiple accretive acquisitions. We delivered on our key priorities – generating attractive returns on our capital program and strong cash flow for our investors. We more than doubled the size of our Eagle Ford position through five complementary and value-enhancing transactions, and we've successfully integrated these assets, capturing meaningful synergies.

Our 2024 performance and acquisitions have positioned us well for continued success in 2025, and we remain focused on disciplined execution, flexible capital allocation and maximizing free cash flow and returns from our high-quality assets. We are coming into this year a bigger, better business, and I am confident that we have the team, the assets, the balance sheet and the strategy to generate profitable growth and value creation for our shareholders over the long-term.”

Fourth Quarter 2024 Results
Fourth quarter production averaged a record 255 MBoe/d (38% oil and 56% liquids). The Company drilled 22 gross operated wells (18 in the Eagle Ford and 4 in the Uinta), brought online 20 gross operated wells (15 in the Eagle Ford and 5 in the Uinta) and incurred capital expenditures (excluding acquisitions) of $221 million during the quarter.

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Crescent reported $170 million of net loss and $132 million of Adjusted Net Income(1) in the fourth quarter. The Company generated $535 million of Adjusted EBITDAX(1), $384 million of Operating Cash Flow and $259 million of Levered Free Cash Flow(1) for the period.

Full Year 2024 Results
Crescent reported $138 million of net loss and $357 million of Adjusted Net Income(1) for the year. The Company generated $1.6 billion of Adjusted EBITDAX(1), $1.2 billion of Operating Cash Flow and $630 million of Levered Free Cash Flow(1) for the period. Full year production averaged 201 MBoe/d (41% oil and 59% liquids). Full year results met or exceeded previously announced 2024 guidance expectations, which were increased multiple times in 2024 to reflect acquisitions and continued operational outperformance.

As of December 31, 2024, the Company had a Net LTM Leverage(1) ratio of 1.4x and approximately $2.1 billion of liquidity. During the fourth quarter, the Company repaid approximately $572 million of outstanding borrowings under its revolving credit facility and had no amounts outstanding on its $2 billion elected commitment. Pro forma for the Ridgemar transaction that closed on January 31, 2025, the Company had approximately $600 million drawn on its revolving credit facility.

2025 Outlook
Crescent released its full-year 2025 outlook, forecasting approximately 30% year-over-year production growth. The Company plans to operate a flexible 4 - 5 rig program, allocating capital across its oil and gas assets to maximize returns and free cash flow. The outlook incorporates an 11-month contribution from the recently acquired Ridgemar assets, following the successful closing on January 31, 2025.

 
2025 Guidance
($70/Bbl & $3.00/MMBtu)
Total Production (MBoe/d)
254 - 264
   % Oil (%)
41% - 40%
   % Gas (%)
41% - 43%
Realized Prices (Oil % of WTI / Gas % of HHUB)
Mid ~90% / Low - Mid ~80%
Capital Expenditures (Ex. Acquisitions) ($MM)
$925 - $1,025
Adj. Operating Expense Ex. Prod. & Other Taxes ($/Boe)(1)(2)(3)
$12.25 - $13.25
Production Taxes (% of Commodity Revenue)
6.0% - 7.0%
Adj. Recurring Cash G&A Incl. Manager Comp ($/Boe)(1)(3)
$1.20 - $1.30
Cash Taxes (% of Adj. EBITDAX(1)(3))
2.0% - 5.0%

Note: All amounts are approximations based on currently available information and estimates and are subject to change based on events and circumstances after the date hereof. Please see “Cautionary Statement Regarding Forward-Looking Information.”





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Shareholder Return
Crescent's long-standing return of capital strategy includes a fixed dividend and a previously authorized share buyback program for the repurchase of up to $150 million (the "Share Repurchase Program"). For the fourth quarter of 2024, the Company's Board of Directors (the "Board") approved a cash dividend of $0.12 per share. The fourth quarter dividend is payable on March 26, 2025, to shareholders of record as of the close of business on March 12, 2025. Any payment of future dividends is subject to Board approval and other factors.

During 2024, Crescent utilized approximately 20% of the authorized Share Repurchase Program at a weighted average share price of $10.07. Repurchases of shares of the Company's Class A common stock and/or units representing limited liability company interests in Crescent Energy OpCo LLC ("OpCo") (together with the cancellation of a corresponding number of shares of the Company's Class B common stock) under the Share Repurchase Program may be made by the Company or 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 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 such repurchases 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 the Company to repurchase any dollar amount or number of shares.

Conference Call Information
Crescent plans to host a conference call to discuss its fourth quarter and full year 2024 financial and operating results at 10 a.m. CT on Thursday, February 27, 2025. Complete details are below. A webcast replay will be available on the website following the call.

Date: Thursday, February 27, 2025
Time: 10 a.m. CT (11 a.m. ET)
Conference Dial-In: 877-407-0989 / 201-389-0921 (Domestic / International)
Webcast Link: https://crescentenergyco.com

About Crescent Energy Company
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 long-life, balanced portfolio combines stable cash flows from low-decline production with deep, high-quality development inventory. Our activities are focused in Texas and the Rocky Mountain region. For additional information, please visit www.crescentenergyco.com.

Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on current expectations. The words and phrases “should”, “could”, “may”, “will”, “believe”, “plan”, “intend”, “expect”, “potential”, “possible”, “anticipate”, “estimate”, “forecast”, “view”, “efforts”, “goal” and similar expressions identify forward-looking statements and express the Company’s expectations about future events. All statements, other than statements of historical facts, included in this communication that address
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activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the Company’s control. Such risks and uncertainties include, but are not limited to, weather, political and general economic conditions, including the impact of sustained cost inflation, elevated interest rates and associated changes in monetary policy; federal and state regulations and laws; the impact of disruptions in the capital markets; geopolitical events such as the armed conflict in Ukraine, the Israel-Hamas conflict and increased hostilities in the Middle East, including heightened tensions with Iran, Lebanon and Yemen; actions by the Organization of the Petroleum Exporting Countries (“OPEC”) and non-OPEC oil-producing countries, including extensions of production cuts by OPEC; the availability of drilling, completion and operating equipment and services; reliance on the Company's external manager; commodity price volatility, the severity and duration of public health crises; and the risks associated with commodity pricing and the Company's hedging strategy, the timing and success of business development efforts, including acquisition and disposition opportunities, our ability to integrate operations or realize any anticipated operational or corporate synergies and other benefits from the acquisition of SilverBow Resources, Inc. (the "SilverBow Merger") Consequently, actual future results could differ materially from expectations. The Company assumes no duty to update or revise its respective forward-looking statements based on new information, future events or otherwise.

Financial Presentation
The Company expects its ownership of OpCo will increase over time through the redemption of OpCo Units for shares of Class A Common Stock or the issuance of additional shares of Class A Common Stock. As this occurs, the compensation the Manager is entitled to receive from the Company (the "Manager Compensation") pursuant to the formula defined in the management agreement between the Company and the Manager, which is reflected in our consolidated statements of operations, will increase. In order to pay the Manager Compensation, the Company must first receive a cash distribution from OpCo, and any such cash distribution necessitates a concurrent pro rata cash distribution to the holders of redeemable noncontrolling interests. This cash distribution to the holders of redeemable noncontrolling interests does not represent additional Manager Compensation; rather, it represents an ordinary cash distribution to the holders of redeemable noncontrolling interests. In certain instances in our financial statements and other disclosures, we clarify the underlying event that requires us to make such distributions, not because the distributions to the holders of redeemable noncontrolling interests are made for such purpose (e.g. Cash distributions to redeemable noncontrolling interests initiated by Class A common stock dividend, Cash distributions to redeemable noncontrolling interests initiated by Manager Compensation and Cash contributions from (cash distributions to) redeemable noncontrolling interests initiated by income taxes).

In our calculation of Adjusted EBITDAX and Levered Free Cash Flow, for both (i) historical periods and (ii) periods for which we provide guidance we reflect Manager Compensation as if 100% of OpCo were owned and managed by the Company, to reflect consistent earnings and liquidity measures not impacted by the amount of OpCo's ownership under management.







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Crescent Operational Summary
Year Ended
Three Months Ended
December 31, 2024December 31, 2024September 30, 2024December 31, 2023
Average daily net sales volumes:
Oil (MBbls/d)82 98 86 71 
Natural gas (MMcf/d)501 671 554 386 
NGLs (MBbls/d)36 45 40 30 
Total (MBoe/d)201 255 219 165 
Average realized prices, before effects of derivative settlements:
Oil ($/Bbl)$71.14 $67.51 $69.19 $74.07 
Natural gas ($/Mcf)1.91 2.27 1.55 2.39 
NGLs ($/Bbl)24.10 23.08 23.53 22.50 
Total ($/Boe)37.99 35.99 35.50 41.39 
Average realized prices, after effects of derivative settlements: 
Oil ($/Bbl)$67.38 $67.54 $66.93 $67.06 
Natural gas ($/Mcf)2.33 2.39 2.00 2.46 
NGLs ($/Bbl)24.05 22.91 23.56 22.50 
Total ($/Boe)(4)
37.50 36.30 35.76 38.55 
Expense (per Boe)
Operating expense$17.36 $15.08 $16.23 $20.47 
Depreciation, depletion and amortization12.89 13.18 12.50 12.07 
General and administrative expense4.57 3.70 7.93 2.29 
Non-GAAP and other expense (per Boe)
Adjusted operating expense, excluding production and other taxes(1)(2)
$13.33 $11.37 $12.57 $15.38 
Production and other taxes
2.21 2.38 2.15 3.08 
Adjusted Recurring Cash G&A(1)
1.26 1.28 1.13 1.47 

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Crescent Consolidated Income Statement
Three Months Ended
December 31,		Year Ended
December 31,
(in thousands, except per share data)2024202320242023
Revenues:
Oil$608,472 $480,717 $2,130,418 $1,750,961 
Natural gas139,850 84,894 349,858 371,066 
Natural gas liquids95,878 61,772 316,981 192,870 
Midstream and other31,089 30,345 133,662 67,705 
Total revenues875,289 657,728 2,930,919 2,382,602 
Expenses:
Lease operating expense146,134 130,584 528,822 495,380 
Workover expense15,082 11,039 60,312 58,441 
Asset operating expense21,200 21,387 103,220 86,593 
Gathering, transportation and marketing88,106 74,503 312,931 235,153 
Production and other taxes55,875 46,740 162,634 162,963 
Depreciation, depletion and amortization309,036 182,903 949,480 675,782 
Impairment expense161,542 153,495 161,542 153,495 
Exploration expense1,833 7,788 16,591 9,328 
Midstream and other operating expense27,308 26,005 110,136 39,809 
General and administrative expense86,687 34,683 336,219 140,918 
(Gain) loss on sale of assets(9,993)— (29,430)— 
Total expenses902,810 689,127 2,712,457 2,057,862 
Income (loss) from operations(27,521)(31,399)218,462 324,740 
Other income (expense):
Gain (loss) on derivatives(109,759)235,191 (114,348)166,980 
Interest expense(69,378)(43,159)(216,263)(145,807)
Loss from extinguishment of debt— — (59,095)— 
Other income (expense)(645)(1,488)1,760 (282)
Income (loss) from equity affiliates607 (809)729 (413)
Total other income (expense)(179,175)189,735 (387,217)20,478 
Income (loss) before taxes(206,696)158,336 (168,755)345,218 
Income tax benefit (expense)36,750 (18,328)31,072 (23,227)
Net income (loss)(169,946)140,008 (137,683)321,991 
Less: net (income) loss attributable to noncontrolling interests2,131 (20)1,215 (472)
Less: net (income) loss attributable to redeemable noncontrolling interests49,775 (84,454)21,863 (253,909)
Net income (loss) attributable to Crescent Energy$(118,040)$55,534 $(114,605)$67,610 
Net income (loss) per share:
Class A – basic$(0.70)$0.62 $(0.88)$1.02 
Class A – diluted$(0.70)$0.61 $(0.88)$1.02 
Class B – basic and diluted$— $— $— $— 
Weighted average common shares outstanding
Class A – basic169,333 90,141 130,715 66,598 
Class A – diluted169,333 91,949 130,715 67,402 
Class B – basic and diluted65,948 89,516 70,519 104,271 
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Crescent Consolidated Balance Sheet
December 31,
2024		December 31,
2023
(in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents$132,818 $2,974 
Restricted cash5,490 261 
Accounts receivable, net535,416 504,630 
Accounts receivable – affiliates6,856 2,108 
Derivative assets – current53,273 54,321 
Prepaid expenses42,595 40,406 
Other current assets11,640 10,952 
Total current assets788,088 615,652 
Property, plant and equipment:
Oil and natural gas properties at cost, successful efforts method
Proved11,471,299 8,574,478 
Unproved374,306 283,324 
Oil and natural gas properties at cost, successful efforts method11,845,605 8,857,802 
Field and other property and equipment, at cost226,871 198,570 
Total property, plant and equipment12,072,476 9,056,372 
Less: accumulated depreciation, depletion, amortization and impairment(3,927,422)(2,940,546)
Property, plant and equipment, net8,145,054 6,115,826 
Derivative assets – noncurrent6,684 8,066 
Investments in equity affiliates13,810 6,076 
Other assets207,013 57,715 
Total assets$9,160,649 $6,803,335 
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Crescent Consolidated Balance Sheet
December 31,
2024		December 31,
2023
(in thousands, except share data)
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Current liabilities:
Accounts payable and accrued liabilities$740,452 $613,543 
Accounts payable – affiliates18,334 52,607 
Derivative liabilities – current2,698 42,051 
Financing lease obligations – current3,625 4,233 
Other current liabilities62,254 37,823 
Total current liabilities827,363 750,257 
Long-term debt3,049,255 1,694,375 
Derivative liabilities – noncurrent37,732 — 
Deferred tax liability370,329 262,581 
Asset retirement obligations448,945 418,319 
Financing lease obligations – noncurrent3,526 7,066 
Other liabilities55,539 35,019 
Total liabilities4,792,689 3,167,617 
Commitments and contingencies
Redeemable noncontrolling interests1,228,329 1,901,208 
Equity:
Class A common stock, $0.0001 par value; 1,000,000,000 shares authorized, 189,505,209 and 92,680,353 shares issued, 187,070,725 and 91,608,800 shares outstanding as of December 31, 2024 and 2023, respectively19 9 
Class B common stock, $0.0001 par value; 500,000,000 shares authorized and 65,948,124 and 88,048,124 shares issued and outstanding as of December 31, 2024 and 2023, respectively7 9 
Preferred stock, $0.0001 par value; 500,000,000 shares authorized and 1,000 Series I preferred shares issued and outstanding as of December 31, 2024 and 2023— — 
Treasury stock, at cost; 2,434,484 and 1,071,553 shares of Class A common stock as of December 31, 2024 and 2023, respectively(32,430)(17,143)
Additional paid-in capital3,227,450 1,626,501 
Retained earnings (accumulated deficit)(64,751)95,447 
Noncontrolling interests9,336 29,687 
Total equity3,139,631 1,734,510 
Total liabilities, redeemable noncontrolling interests and equity$9,160,649 $6,803,335 


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Crescent Consolidated Cash Flow Statement
Year Ended
December 31,
20242023
Cash flows from operating activities:(in thousands)
Net income (loss)$(137,683)$321,991 
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation, depletion and amortization949,480 675,782 
Impairment expense161,542 153,495 
Deferred tax expense (benefit)(35,854)22,733 
(Gain) loss on sale of oil and natural gas properties(29,430)— 
(Gain) loss on derivatives114,348 (166,980)
Net cash (paid) received on settlement of derivatives(35,854)(153,734)
Non-cash equity-based compensation expense185,613 82,936 
Amortization of debt issuance costs, premium and discount13,377 12,826 
Loss from debt extinguishment59,095 — 
Settlement of acquired derivative contracts60,787 (61,455)
Other(32,640)(24,205)
Changes in operating assets and liabilities:
Accounts receivable111,405 (42,091)
Accounts receivable – affiliates(4,748)573 
Prepaid and other current assets3,223 (6,523)
Accounts payable and accrued liabilities(128,016)91,822 
Accounts payable – affiliates(25,144)20,773 
Other(6,415)7,826 
Net cash provided by operating activities1,223,086 935,769 
Cash flows from investing activities:
Development of oil and natural gas properties(685,684)(581,350)
Acquisitions of oil and natural gas properties, net of cash acquired(558,600)(849,254)
Proceeds from the sale of oil and natural gas properties54,771 28,946 
Purchases of restricted investment securities – HTM(7,114)(12,428)
Maturities of restricted investment securities – HTM7,200 12,522 
Other(8,872)2,764 
Net cash used in investing activities(1,198,299)(1,398,800)
Cash flows from financing activities:
Proceeds from the issuance of Senior Notes, after premium, discount and underwriting fees2,074,625 984,625 
Repurchase of Senior Notes, including extinguishment costs(714,817)— 
Revolving Credit Facility borrowings3,168,300 2,283,800 
Revolving Credit Facility repayments(3,191,800)(2,819,748)
Payment of debt issuance costs(28,019)(7,241)
Settlement of acquired deferred acquisition consideration(75,000)— 
Proceeds from the Equity Issuances after underwriting fees330,573 145,665 
Payment of costs related to the Equity Issuances(1,296)(2,340)
Redeemable noncontrolling interest contributions— 1,238 
Redeemable noncontrolling interest distributions(293)(417)
Repayments of debt acquired in SilverBow Merger, including extinguishment costs(1,177,138)— 
Dividend to Class A common stock(65,075)(34,120)
Cash distributions to redeemable noncontrolling interests initiated by Class A common stock dividend(32,013)(56,259)
Cash distributions to redeemable noncontrolling interests initiated by Manager Compensation(22,237)(33,236)
Cash contributions from (cash distributions to) redeemable noncontrolling interests initiated by income taxes(458)(798)
Repurchase of redeemable noncontrolling interests related to 2024 Equity Transactions(22,701)— 
Repurchase of redeemable noncontrolling interests(9,916)— 
Noncontrolling interest distributions(10,111)(2,500)
Noncontrolling interest contributions4,280 1,771 
Cash paid for treasury stock acquired for equity-based compensation tax withholding(7,536)(72)
Repurchases of Class A common stock(7,845)— 
Other and member contributions(4,131)(3,912)
Net cash provided by (used in) financing activities207,392 456,456 
Net change in cash, cash equivalents and restricted cash232,179 (6,575)
Cash, cash equivalents and restricted cash, beginning of period8,729 15,304 
Cash, cash equivalents and restricted cash, end of period$240,908 $8,729 

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Reconciliation of Non-GAAP Measures
This release includes financial measures that have not been calculated in accordance with GAAP. These non-GAAP measures include Adjusted EBITDAX, Levered Free Cash Flow, Adjusted Net Income, Adjusted Recurring Cash G&A, Adjusted Current Income Tax, Adjusted Dividends Paid and Net LTM Leverage. These supplemental non-GAAP performance measures are used by Crescent’s management and external users of its financial statements, such as industry analysts, investors, lenders and rating agencies. These non-GAAP measures should be read in conjunction with the information contained in Crescent’s audited combined and consolidated financial statements prepared in accordance with GAAP.

Adjusted EBITDAX and Levered Free Cash Flow
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, impairment expense, 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 and settlement of acquired derivative contracts. We include “Certain-redeemable noncontrolling interest distributions made by OpCo" to reflect Manager Compensation as if 100% of OpCo were owned and managed by the Company, to reflect consistent earnings and liquidity measures not impacted by the amount of OpCo's ownership under management.

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 and SilverBow Merger transaction related costs, 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.
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The following table reconciles Adjusted EBITDAX (non-GAAP) and Levered Free Cash Flow (non-GAAP) to net income (loss), the most directly comparable financial measure calculated in accordance with GAAP:

Three Months Ended December 31,Year Ended December 31,
2024202320242023
(in thousands)
Net income (loss)$(169,945)$140,008 $(137,683)$321,991 
Adjustments to reconcile to Adjusted EBITDAX:
Interest expense69,378 43,159 216,263 145,807 
Loss from extinguishment of debt— — 59,095 — 
Income tax expense (benefit)(36,750)18,328 (31,072)23,227 
Depreciation, depletion and amortization309,036 182,903 949,480 675,782 
Exploration expense1,833 7,787 16,591 9,328 
Non-cash (gain) loss on derivatives116,916 (278,150)78,494 (320,714)
Impairment expense161,542 153,495 161,542 153,495 
Equity-based compensation expense54,433 18,288 193,481 82,936 
(Gain) loss on sale of assets(9,993)— (29,430)— 
Other (income) expense645 1,489 (1,760)282 
Certain RNCI Distributions made by OpCo
(4,525)(6,798)(19,963)(30,563)
Transaction and nonrecurring expenses7,711 8,444 82,484 22,632 
Settlement of acquired derivative contracts(5)
34,496 (12,478)60,787 (61,455)
Adjusted EBITDAX (non-GAAP) $534,777 $276,475 $1,598,309 $1,022,748 
Adjustments to reconcile to Levered Free Cash Flow:
Interest expense, excluding non-cash amortization of deferred financing costs, discounts, and premiums(65,782)(39,508)(202,886)(132,981)
Loss from extinguishment of debt, excluding non-cash write-off of deferred financing costs, discounts, premiums and SilverBow Merger transaction related costs— — (14,817)— 
Current income tax benefit (expense)11,125 417 (4,782)(494)
Tax-related RNCI Contributions (Distributions) made by OpCo(118)(862)(458)(753)
Development of oil and natural gas properties(220,580)(134,071)(745,198)(578,316)
Levered Free Cash Flow (non-GAAP)$259,422 $102,451 $630,168 $310,204 








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Reconciliation of Operating Cash Flow to Levered Free Cash Flow (non-GAAP)
The table below reconciles net cash provided by operating activities to Levered Free Cash Flow:

Three Months Ended
December 31,		Year Ended
December 31,
2024202320242023
(in thousands)
Net cash provided by operating activities$384,434 $322,869 $1,223,086 $935,769 
Changes in operating assets and liabilities84,416 (103,280)49,695 (72,380)
Certain RNCI Distributions made by OpCo
(4,525)(6,798)(19,963)(30,563)
Tax-related RNCI Contributions (Distributions) made by OpCo(118)(862)(458)(753)
Transaction and nonrecurring expenses(6)
7,711 8,44482,484 22,632 
Loss from extinguishment of debt, excluding non-cash write-off of deferred financing costs, discounts, premiums and SilverBow Merger transaction related costs— — (14,817)— 
Other adjustments and operating activities8,084 16,14955,339 33,815 
Development of oil and natural gas properties(220,580)(134,071)(745,198)(578,316)
Levered Free Cash Flow (non-GAAP)$259,422 $102,451 $630,168 $310,204 

Adjusted Net Income
Crescent defines Adjusted Net Income as net income (loss), adjusted for certain items. We include "Certain RNCI distributions made by OpCo" to reflect Manager Compensation as if 100% of OpCo were owned and managed by the Company, to reflect consistent earnings and liquidity measures not impacted by the amount of OpCo's ownership under management. Management believes that Adjusted Net Income is useful to investors in evaluating operational trends of the Company and its performance relative to other oil and gas companies. Adjusted Net Income is not a measure of financial performance under GAAP and should not be considered in isolation or as a substitute for net income as an indicator of financial performance. The GAAP measure most directly comparable to Adjusted Net Income is net income (loss).

The following table presents a reconciliation of Adjusted Net Income (non-GAAP) to net income (loss), the most directly comparable financial measure calculated in accordance with GAAP:

Three Months Ended
December 31,		Year Ended
December 31,
2024202320242023
(in thousands)
Net income (loss)$(169,946)$140,008 $(137,683)$321,991 
Unrealized (gain) loss on derivatives116,916 (278,150)78,494 (320,714)
Non-cash equity-based compensation expense53,717 18,288 185,613 82,936 
(Gain) loss on sale of assets(9,993)— (29,430)— 
Certain RNCI Distributions made by OpCo(4,525)(6,798)(19,963)(30,563)
Tax-related RNCI Contributions (Distributions) made by OpCo(118)(862)(458)(753)
Transaction and nonrecurring expenses(5)
7,711 8,444 82,484 22,632 
Settlement of acquired derivative contracts34,496 (12,478)60,787 (61,455)
Impairment expense161,542 153,495 161,542 153,495 
Loss from extinguishment of debt— — 59,095 — 
Tax effects of adjustments(7)
(57,569)30,260 (83,280)26,484 
Adjusted Net Income (non-GAAP)$132,231 $52,207 $357,201 $194,053 
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Net LTM Leverage
Crescent defines Net LTM Leverage as the ratio of consolidated total debt to consolidated Adjusted EBITDAX as calculated under the credit agreement (the "Credit Agreement") governing Crescent’s Revolving Credit Facility. Management believes Net LTM Leverage is a useful measurement because it takes into account the impact of acquisitions. For purposes of the Credit Agreement, (i) consolidated total debt is calculated as total principal amount of Senior Notes, net of unamortized discount, premium and issuance costs, plus borrowings on our Revolving Credit Facility and unreimbursed drawings under letters of credit, less cash and cash equivalents and (ii) consolidated Adjusted EBITDAX includes certain adjustments to account for EBITDAX contributions associated with acquisitions the Company has closed within the last twelve months. Adjusted EBITDAX is a non-GAAP financial measure.

December 31,
2024
(in millions)
Total debt(8)
$3,049 
Less: cash and cash equivalents(133)
Net Debt$2,916 
LTM Adjusted EBITDAX for Leverage Ratio2,066 
Net LTM Leverage1.4x

Non-GAAP Measures Related to Up-C Structure
Adjusted Recurring Cash G&A
Crescent defines Adjusted Recurring Cash G&A as general and administrative expense, excluding equity-based compensation and transaction and nonrecurring expenses, and including cash distributions initiated by Manager Compensation. We include "Certain RNCI distributions made by OpCo" to reflect Manager Compensation as if 100% of OpCo were owned and managed by the Company, to reflect consistent earnings and liquidity measures not impacted by the amount of OpCo's ownership under management. Management believes Adjusted Recurring Cash G&A is a useful performance measure because it excludes transaction and nonrecurring expenses and equity-based compensation and includes Manager Compensation as if 100% of OpCo were owned and managed by the Company to reflect consistent measures not impacted by the amount of OpCo's ownership under management, facilitating the ability for investors to compare Crescent's cash G&A expense against peer companies. As discussed elsewhere, these adjustments are made to Adjusted EBITDAX and Levered Free Cash Flow for historical periods and periods for which we present guidance.

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Three Months Ended
December 31,		Year Ended
December 31,
2024202320242023
(in thousands)
General and administrative expense$86,687 $34,683 $336,219 $140,918 
Less: Equity-based compensation expense(54,433)(18,288)(193,481)(82,936)
Less: transaction and nonrecurring expenses (G&A)(9)
(6,667)(973)(69,881)(6,033)
Plus: Certain RNCI Distributions made by OpCo
4,525 6,798 19,963 30,563 
Adjusted Recurring Cash G&A$30,112 $22,220 $92,820 $82,512 

Adjusted Current Income Tax
Crescent defines Adjusted Current Income Tax as current income tax provision (benefit) plus Tax RNCI Distributions (Contributions) made by OpCo. Management believes Adjusted Current Income Tax is a useful performance measure because it reflects as tax provision (benefit) the amount of cash distributed initiated by income taxes that is otherwise classified as redeemable noncontrolling interest distributions, facilitating the ability for investors to compare Crescent’s tax provision (benefit) against peer companies, and is included in the Company’s Levered Free Cash Flow calculation for historical periods and for periods for which guidance is provided.

Three Months Ended
December 31,		Year Ended
December 31,
2024202320242023
(in thousands)
Current income tax provision (benefit)(10)
$(11,125)$(417)$4,782 $494 
Plus: Tax RNCI Distributions (Contributions) made by OpCo
118 862 458 753 
Adjusted Current Income Tax$(11,007)$445 $5,240 $1,247 

Adjusted Dividends Paid
Crescent defines Adjusted Dividends Paid as Dividend to Class A Common Stock plus Cash RNCI Distributions initiated by Class A common stock dividend. Management believes Adjusted Dividends Paid is a useful performance measure because it reflects the full amount of cash distributed for dividends that is otherwise classified as distributions to redeemable noncontrolling interests, facilitating the ability for investors to compare Crescent’s dividends paid against peer companies.

Three Months Ended
December 31,		Year Ended
December 31,
2024202320242023
(in thousands)
Dividend to Class A common stock$19,482 $10,993 $65,075 $34,120 
Plus: Cash RNCI Distributions initiated by Class A common stock dividend
7,914 10,926 32,013 56,259 
Adjusted Dividends Paid$27,396 $21,919 $97,088 $90,379 


(1)Non-GAAP financial measure. Please see “Reconciliation of Non-GAAP Measures” for discussion and reconciliations of such measures to their most directly comparable financial measures calculated and presented in accordance with U.S. generally accepted accounting principles (“GAAP”).
(2)Adjusted operating expense excluding production and other taxes includes lease operating expense, workover expense, asset operating expense, gathering, transportation and marketing and midstream and other revenue net of expense.
(3)Crescent does not provide reconciliation of this measure because the Company believes such reconciliation would imply a degree of precision and certainty that could be confusing to investors and is unable to reasonably predict certain items included in or excluded
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from the GAAP financial measure without reasonable efforts. This is due to the inherent difficulty of forecasting the timing or amount of various items that have not yet occurred and are out of the Company’s control or cannot be reasonably predicted. Non-GAAP forward-looking measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures.
(4)The realized price presented does not include the $34.5 million and $12.5 million received from and paid for the settlement of acquired derivative contracts for the three months ended December 31, 2024 and December 31, 2023, respectively. Total average realized prices, after effects of derivatives settlements, would have been $37.77/Boe and $37.73/Boe for the three months ended December 31, 2024 and December 31, 2023, respectively.
(5)Transaction and nonrecurring expenses of $7.7 million for the three months ended December 31, 2024 were primarily related to our SilverBow Merger costs, capital markets transactions and integration expenses. Transaction and nonrecurring expenses of $8.4 million for the three months ended December 31, 2023 were primarily related to our Western Eagle Ford Acquisitions and system integration expenses. Transaction and nonrecurring expenses of $82.5 million during the year ended December 31, 2024 were primarily related to the SilverBow Merger, capital markets transactions and integration expenses. Transaction and nonrecurring expenses of $22.6 million for the year ended December 31, 2023 were primarily related to the Western Eagle Ford Acquisitions and system integration expenses.
(6)Represents the settlement of certain oil, gas and NGL commodity derivative contracts acquired in connection with the SilverBow Merger and Uinta Transaction.
(7)Tax effects of adjustments are calculated using our estimated blended statutory rate (after excluding noncontrolling interests) of approximately 16% and 14% for the three months and year ended December 31, 2024, respectively.
(8)Includes $50.7 million of unamortized discount, premium and issuance costs.
(9)Transaction and nonrecurring expenses (G&A) of $6.7 million and $69.9 million for the three months and year ended December 31, 2024, were primarily related to our SilverBow Merger costs, capital markets transactions and integration expenses, respectively. Transaction and nonrecurring expenses of $1.0 million and $6.0 million for the three months and year ended December 31, 2023, were primarily related to system integration expenses, respectively.
(10)Current income tax provision (benefit) is the amount of income tax (benefit) expense recognized in our statements of operations for the three months and year ended December 31, 2024. Actual cash paid (refunded) for income taxes for the three months and year ended December 31, 2024, was a $0.2 million amount paid and $1.9 million refunded, respectively.


Company Contact
For additional information, please reach out to IR@crescentenergyco.com.
15
v3.25.0.1
Cover
Feb. 26, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 26, 2025
Entity Registrant Name Crescent Energy Company
Entity Incorporation, State or Country Code DE
Entity File Number 001-41132
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
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, par value $0.0001 per share
Trading Symbol CRGY
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001866175
Amendment Flag false
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