UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
Introduction
On January 31, 2025 (the “Closing Date”), Crescent Energy Company (“Crescent”) completed its acquisition of all of the issued and outstanding securities of Ridgemar (Eagle Ford) LLC (“Ridgemar EF” and such transaction, the “Ridgemar Acquisition”) pursuant to the Membership Interest Purchase Agreement (the “Purchase Agreement”), dated December 3, 2024, by and among Crescent Energy Finance LLC (the “Purchaser”), Crescent, Ridgemar Energy Operating, LLC (the “Seller”) and Ridgemar EF.
Pursuant to the Purchase Agreement, the Seller received aggregate consideration, before customary purchase price adjustments, consisting of (i) $830.0 million in cash (the “Cash Consideration”), and (ii) 5,454,546 shares of Class A Common Stock, par value $0.0001 per share (“Crescent Class A Common Stock”) of Crescent (the “Stock Consideration”). Up to $170.0 million in earn-out consideration (the “Contingent Consideration”) may also be paid by Crescent quarterly in fiscal years 2026 and 2027 based on the quarterly NYMEX WTI price of crude oil in fiscal years 2026 and 2027, subject to customary purchase price adjustments set forth in the Purchase Agreement.
On July 30, 2024, Crescent consummated the merger contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated May 15, 2024, between Crescent, SilverBow Resources, Inc., a Delaware corporation (“SilverBow”), Artemis Acquisition Holdings Inc., a Delaware corporation and a direct wholly owned subsidiary of Crescent, Artemis Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Crescent, and Artemis Merger Sub II LLC, a Delaware limited liability company, pursuant to which, among other things, Crescent has agreed to acquire SilverBow (the “SilverBow Merger”).
Subject to the terms and conditions of the Merger Agreement, each share of SilverBow common stock, par value $0.01 per share (“SilverBow Common Stock”), issued and outstanding immediately prior to the Initial Merger Effective Time (other than the Excluded Shares), was converted into the right to receive, pursuant to an election, one of the following forms of consideration: (A) a combination of 1.866 shares of Crescent Class A Common Stock and $15.31 in cash (the “Mixed Consideration”), (B) $38.00 in cash (the “Cash Election Consideration”), or (C) 3.125 shares of Crescent Class A Common Stock (the “Stock Election Consideration,” and together with the Mixed Consideration and the Cash Election Consideration, the “Merger Consideration”).
The assets and liabilities of Ridgemar EF represent substantially all of the key operating assets of Ridgemar Energy Management, LLC (“Ridgemar”). The unaudited pro forma condensed combined statements of operations (the “pro forma statements of operations”) have been prepared from the respective historical consolidated statements of operations of Crescent, Ridgemar and SilverBow, adjusted to give effect to (i) the Ridgemar Acquisition, (ii) the SilverBow Merger, (iii) the issuance of $750 million aggregate principal amount of 7.375% Senior Notes due 2033 on June 14, 2024 (the “2033 Notes Offering”), (iv) borrowings of $724.0 million under Crescent’s Revolving Credit Facility (the “Crescent Revolving Credit Facility Borrowing”) and (v) the amendment to Crescent’s Revolving Credit Facility entered into in connection with the closing of the SilverBow Merger (the “Crescent Revolving Credit Facility Amendment” and together with the Ridgemar Acquisition, the SilverBow Merger, the 2033 Notes Offering, and the Crescent Revolving Credit Facility Borrowing, the “Pro Forma Transactions”) as if each had occurred on January 1, 2024. The pro forma statement of operations for the year ended December 31, 2024 contains certain reclassification adjustments to conform Ridgemar’s and SilverBow’s historical financial statement presentation with Crescent’s historical financial statement presentation.
The following pro forma statements of operations are based on, and should be read in conjunction with:
•the historical audited consolidated financial statements of Crescent for the year ended December 31, 2024 and the unaudited condensed consolidated financial statements of Crescent as of and for the six months ended June 30, 2025, and the related notes thereto;
•the historical audited consolidated financial statements of Ridgemar for the year ended December 31, 2024, and the related notes thereto;
•the historical audited consolidated financial statements of SilverBow for the year ended December 31, 2023 and the unaudited condensed consolidated financial statements of SilverBow as of and for the six months ended June 30, 2024, and the related notes thereto; and
•the “Management’s discussion and analysis of financial condition and results of operations” and the “Risk factors” and other cautionary statements included in the respective Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q of Crescent and SilverBow.
The pro forma statements of operations were derived by making certain transaction accounting adjustments to the historical statements of operations noted above. The adjustments are based on currently available information and certain estimates and assumptions. Therefore, the actual impact of the Ridgemar Acquisition and the SilverBow Merger may differ from the adjustments made to the pro forma statements of operations. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects for the period presented as if the Ridgemar Acquisition had been consummated earlier, and that all adjustments necessary to fairly present the pro forma statements of operations have been made.
The pro forma statements of operations and related notes are presented for illustrative purposes only and should not be relied upon as an indication of the operating results that Crescent would have achieved if the Purchase Agreement and the Merger Agreement had been entered into and the Ridgemar Acquisition and the SilverBow Merger had taken place on the assumed date. The pro forma statements of operations do not reflect future events that may occur after the consummation of the Ridgemar Acquisition and the SilverBow Merger, including, but not limited to, the anticipated realization of ongoing savings from potential operating efficiencies, asset dispositions, cost savings, or economies of scale that Crescent may achieve with respect to the combined operations. As a result, future results may vary significantly from the results reflected in the pro forma statements of operations and should not be relied on as an indication of the future results of Crescent.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Six Months Ended June 30, 2025
(in thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Crescent (Historical) | | Ridgemar (Historical) | | Transaction Accounting Adjustments | | Crescent Pro Forma Combined | |
Revenues: | | | | | | | | |
Oil | $ | 1,222,147 | | | $ | 37,937 | | | $ | — | | | $ | 1,260,084 | | |
Natural gas | 346,441 | | | 946 | | | — | | | 347,387 | | |
Natural gas liquids | 205,717 | | | 1,756 | | | — | | | 207,473 | | |
Midstream and other | 73,851 | | | — | | | — | | | 73,851 | | |
Total revenues | 1,848,156 | | | 40,639 | | | — | | | 1,888,795 | | |
Expenses: | | | | | | | | |
Lease operating expense | 321,745 | | | 3,852 | | | — | | | 325,597 | | |
Workover expense | 35,381 | | | 425 | | | — | | | 35,806 | | |
Asset operating expense | 50,724 | | | — | | | — | | | 50,724 | | |
Gathering, transportation and marketing | 211,362 | | | 1,456 | | | — | | | 212,818 | | |
Production and other taxes | 115,487 | | | 1,611 | | | — | | | 117,098 | | |
Depreciation, depletion and amortization | 579,629 | | | — | | | 7,218 | | (a) | 586,847 | | |
Impairment of oil and natural gas properties | 48,632 | | | — | | | — | | | 48,632 | | |
Exploration expense | 5,880 | | | — | | | — | | | 5,880 | | |
Midstream and other operating expense | 58,843 | | | — | | | — | | | 58,843 | | |
General and administrative expense | 181,382 | | | — | | | — | | | 181,382 | | |
Gain on sale of assets | (12,772) | | | — | | | — | | | (12,772) | | |
Total expenses | 1,596,293 | | | 7,344 | | | 7,218 | | | 1,610,855 | | |
Income from operations | 251,863 | | | 33,295 | | | (7,218) | | | 277,940 | | |
Other income (expense): | | | | | | | | |
Gain on derivatives | 107,557 | | | — | | | — | | | 107,557 | | |
Interest expense | (148,400) | | | — | | | (3,397) | | (d) | (151,797) | | |
Other income | 231 | | | — | | | — | | | 231 | | |
Income from equity affiliates | 831 | | | — | | | — | | | 831 | | |
Total other income (expense) | (39,781) | | | — | | | (3,397) | | | (43,178) | | |
Income before taxes | 212,082 | | | 33,295 | | | (10,615) | | | 234,762 | | |
Income tax expense | (43,670) | | | — | | | (3,772) | | (g) | (47,442) | | |
Net income | 168,412 | | | 33,295 | | | (14,387) | | | 187,320 | | |
Less: net income attributable to noncontrolling interests | (3,288) | | | — | | | — | | | (3,288) | | |
Less: net income attributable to redeemable noncontrolling interests | (14,050) | | | — | | | (5,727) | | (h) | (19,777) | | |
Net income (loss) attributable to Crescent Energy | $ | 151,074 | | | $ | 33,295 | | | $ | (20,114) | | | $ | 164,255 | | |
Net income (loss) per share: | | | | | | | | |
Class A common stock – basic | $ | 0.68 | | | | | | | $ | 0.74 | | (i) |
Class A common stock – diluted | $ | 0.67 | | | | | | | $ | 0.72 | | (i) |
Class B common stock – basic and diluted | $ | — | | | | | | | $ | — | | |
Weighted average shares outstanding: | | | | | | | | |
Class A common stock – basic | 222,405 | | | | | | | 223,339 | | (i) |
Class A common stock – diluted | 225,285 | | | | | | | 226,219 | | (i) |
Class B common stock – basic and diluted | 33,494 | | | | | | | 33,494 | | |
The accompanying notes are an integral part of these unaudited pro forma condensed combined statements of operations.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2024
(in thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Crescent (Historical) | | SilverBow As Adjusted (See Note 3) | | Ridgemar As Adjusted (See Note 4) | | Transaction Accounting Adjustments | | Crescent Pro Forma Combined | |
Revenues: | | | | | | | | | | |
Oil | $ | 2,130,418 | | | $ | 405,549 | | | $ | 418,891 | | | $ | — | | | $ | 2,954,858 | | |
Natural gas | 349,858 | | | 112,294 | | | 4,839 | | | — | | | 466,991 | | |
Natural gas liquids | 316,981 | | | 85,270 | | | 12,109 | | | — | | | 414,360 | | |
Midstream and other | 133,662 | | | 592 | | | — | | | — | | | 134,254 | | |
Total revenues | 2,930,919 | | | 603,705 | | | 435,839 | | | — | | | 3,970,463 | | |
Expenses: | | | | | | | | | | |
Lease operating expense | 528,822 | | | 77,117 | | | 55,792 | | | — | | | 661,731 | | |
Workover expense | 60,312 | | | 3,158 | | | 9,842 | | | — | | | 73,312 | | |
Asset operating expense | 103,220 | | | — | | | — | | | — | | | 103,220 | | |
Gathering, transportation and marketing | 312,931 | | | 82,932 | | | 8,419 | | | — | | | 404,282 | | |
Production and other taxes | 162,634 | | | 38,309 | | | 26,553 | | | — | | | 227,496 | | |
Depreciation, depletion and amortization | 949,480 | | | 217,624 | | | 90,877 | | | (142,536) | | (a) | 1,115,445 | | |
Impairment of oil and natural gas properties | 161,542 | | | — | | | — | | | — | | | 161,542 | | |
Exploration expense | 16,591 | | | — | | | — | | | — | | | 16,591 | | |
Midstream and other operating expense | 110,136 | | | — | | | — | | | — | | | 110,136 | | |
General and administrative expense | 336,219 | | | 66,900 | | | 5,798 | | | 24,478 | | (b) | 433,395 | | |
Gain on sale of assets | (29,430) | | | — | | | — | | | — | | | (29,430) | | |
Total expenses | 2,712,457 | | | 486,040 | | | 197,281 | | | (118,058) | | | 3,277,720 | | |
Income (loss) from operations | 218,462 | | | 117,665 | | | 238,558 | | | 118,058 | | | 692,743 | | |
Other income (expense): | | | | | | | | | | |
Gain (loss) on derivatives | (114,348) | | | 8,040 | | | 11,200 | | | (11,200) | | (c) | (106,308) | | |
Interest expense | (216,263) | | | (76,987) | | | (26,682) | | | (52,001) | | (d) | (341,419) | | |
| | | | | | | 26,682 | | (e) | | |
| | | | | | | 3,832 | | (f) | | |
Loss from extinguishment of debt | (59,095) | | | — | | | — | | | — | | | (59,095) | | |
Other income | 1,760 | | | 108 | | | 1,447 | | | — | | | 3,315 | | |
Income from equity affiliates | 729 | | | — | | | — | | | — | | | 729 | | |
Total other income (expense) | (387,217) | | | (68,839) | | | (14,035) | | | (32,687) | | | (502,778) | | |
Income (loss) before taxes | (168,755) | | | 48,826 | | | 224,523 | | | 85,371 | | | 189,965 | | |
Income tax benefit (expense) | 31,072 | | | 2,294 | | | — | | | (58,335) | | (g) | (24,969) | | |
Net income (loss) | (137,683) | | | 51,120 | | | 224,523 | | | 27,036 | | | 164,996 | | |
Less: net loss attributable to noncontrolling interests | 1,215 | | | — | | | — | | | — | | | 1,215 | | |
Less: net (income) loss attributable to redeemable noncontrolling interests | 21,863 | | | — | | | — | | | (103,141) | | (h) | (81,278) | | |
Net income (loss) attributable to Crescent Energy | $ | (114,605) | | | $ | 51,120 | | | $ | 224,523 | | | $ | (76,105) | | | $ | 84,933 | | |
Net income (loss) per share: | | | | | | | | | | |
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2024
(in thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A common stock – basic | $ | (0.88) | | | | | | | | | $ | 0.51 | | (i) |
Class A common stock – diluted | $ | (0.88) | | | | | | | | | $ | 0.51 | | (i) |
Class B common stock – basic and diluted | $ | — | | | | | | | | | $ | — | | |
Weighted average shares outstanding: | | | | | | | | | | |
Class A common stock – basic | 130,715 | | | | | | | | | 166,401 | | (i) |
Class A common stock – diluted | 130,715 | | | | | | | | | 166,401 | | (i) |
Class B common stock – basic and diluted | 70,519 | | | | | | | | | 70,519 | | |
The accompanying notes are an integral part of these unaudited pro forma condensed combined statements of operations.
Notes to unaudited pro forma condensed combined statements of operations
NOTE 1 – Basis of pro forma presentation
The pro forma statement of operations for the year ended December 31, 2024 has been derived from the historical financial statements of Crescent, Ridgemar and SilverBow. The pro forma statement of operations for the six months ended June 30, 2025 has been derived from the historical financial statements of Crescent and financial information of Ridgemar EF for the period from January 1, 2025 through January 30, 2025. The pro forma statements of operations give effect to the Pro Forma Transactions as if each had occurred on January 1, 2024.
The pro forma statements of operations reflect pro forma adjustments that are based on available information and certain assumptions that management believes are reasonable. However, actual results may differ from those reflected in these pro forma statements of operations. In management’s opinion, all adjustments known to date that are necessary to fairly present the pro forma information have been made. The pro forma statements of operations do not purport to represent what the combined entity’s results of operations would have been if the Ridgemar Acquisition and the SilverBow Merger had actually occurred on the date indicated above, nor are they indicative of Crescent’s future results of operations.
These pro forma statements of operations should be read in conjunction with the historical financial statements, and related notes thereto, of Crescent, Ridgemar and SilverBow for the periods presented.
NOTE 2 – Pro forma purchase price allocation
The Ridgemar Acquisition was accounted for as an asset acquisition. The SilverBow Merger was accounted for using the acquisition method of accounting for business combinations in accordance with ASC 805 with Crescent considered to be the accounting acquirer. The allocations of the purchase price for Ridgemar EF and SilverBow are based upon management’s estimates of and assumptions related to the fair value of assets acquired and liabilities assumed as of the closing date of each respective acquisition using currently available information.
The determination of consideration transferred and the fair value of assets acquired and liabilities assumed are as follows (in thousands, except share and per share data):
| | | | | | | | | | | |
| Ridgemar Acquisition | | SilverBow Merger |
Consideration transferred: | | | |
Equity consideration: | | | |
Shares of Crescent Class A Common Stock issued | 5,454,546 | | | 50,363,304 | |
Closing price of Crescent Class A Common Stock on acquisition date | $ | 15.06 | | | $ | 11.82 | |
Fair value of Crescent Class A Common Stock issued | $ | 82,145 | | | $ | 595,294 | |
Cash consideration | 807,247 | | | 358,092 | |
Settlement of equity awards | — | | | 34,987 | |
Fair value of contingent earn-out consideration | 51,746 | | | — | |
Transaction costs capitalized | 18,484 | | | — | |
Consideration transferred | $ | 959,622 | | | $ | 988,373 | |
Assets acquired: | | | |
Cash and cash equivalents | $ | — | | | $ | 5,200 | |
Accounts receivable, net | 1,150 | | | 135,210 | |
Derivatives assets – current | — | | | 100,601 | |
Prepaid expenses and other current assets | — | | | 7,099 | |
Oil and natural gas properties - proved | 988,758 | | | 1,985,363 | |
Oil and natural gas properties - unproved | — | | | 229,459 | |
Field and other property and equipment | 3,240 | | | 4,586 | |
Derivative assets – noncurrent | — | | | 37,870 | |
Other assets | — | | | 25,199 | |
Total assets acquired | 993,148 | | | 2,530,587 | |
Liabilities assumed: | | | |
Accounts payable and accrued liabilities | (9,565) | | | (198,831) | |
Acquired deferred acquisition consideration | — | | | (76,550) | |
Other liabilities - current | (573) | | | (10,029) | |
Debt | — | | | (1,140,625) | |
Deferred tax liability | — | | | (79,070) | |
Asset retirement obligations | (22,855) | | | (25,683) | |
Other liabilities - noncurrent | (533) | | | (11,426) | |
Total liabilities assumed | (33,526) | | | (1,542,214) | |
Net assets acquired | $ | 959,622 | | | $ | 988,373 | |
NOTE 3 – Adjustments to SilverBow’s historical statement of operations
Pro forma statement of operations reclassification adjustments for the year ended December 31, 2024
Certain reclassification adjustments were made to SilverBow’s historical statement of operations in order to conform with Crescent’s financial statement presentation. A reconciliation of amounts derived and presented as
“SilverBow As Adjusted” within the pro forma statement of operations for the year ended December 31, 2024 is as follows (in thousands, except per share data):
| | | | | | | | | | | | | | | | | | | | | | | |
| SilverBow (Historical)(1) | | SilverBow (Historical)(2) | | SilverBow Reclassification Adjustments | | SilverBow As Adjusted |
Revenues: | | | | | | | |
Oil and gas sales | $ | 510,510 | | | $ | 93,195 | | | $ | (603,705) | | | $ | — | |
Oil | — | | | — | | | 405,549 | | | 405,549 | |
Natural gas | — | | | — | | | 112,294 | | | 112,294 | |
Natural gas liquids | — | | | — | | | 85,270 | | | 85,270 | |
Midstream and other | — | | | — | | | 592 | | | 592 | |
| | | | | | | |
Operating Expenses: | | | | | | | |
| | | | | | | |
Lease operating expense | 64,446 | | | 12,671 | | | — | | | 77,117 | |
Workovers | 2,561 | | | 597 | | | (3,158) | | | — | |
Workover expense | — | | | — | | | 3,158 | | | 3,158 | |
| | | | | | | |
Transportation and gas processing | 69,204 | | | 13,728 | | | (82,932) | | | — | |
Gathering, transportation and marketing | — | | | — | | | 82,932 | | | 82,932 | |
Severance and other taxes | 32,354 | | | 5,955 | | | (38,309) | | | — | |
Production and other taxes | — | | | — | | | 38,309 | | | 38,309 | |
Depreciation, depletion and amortization | 184,857 | | | 32,031 | | | 736 | | | 217,624 | |
Accretion of asset retirement obligations | 629 | | | 107 | | | (736) | | | — | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
General and administrative, net | 33,373 | | | 33,527 | | | (66,900) | | | — | |
General and administrative expense | — | | | — | | | 66,900 | | | 66,900 | |
| | | | | | | |
| | | | | | | |
Total Operating Expenses | 387,424 | | | 98,616 | | | — | | | 486,040 | |
Operating Income | 123,086 | | | (5,421) | | | — | | | 117,665 | |
Non-Operating Income (Expense) | | | | | | | |
Gain (loss) on commodity derivatives, net | (63,012) | | | 71,052 | | | (8,040) | | | — | |
Gain (loss) on derivatives | — | | | — | | | 8,040 | | | 8,040 | |
Interest expense, net | (69,744) | | | (7,243) | | | 76,987 | | | — | |
Interest expense | — | | | — | | | (76,987) | | | (76,987) | |
Other income (expense), net | 337 | | | (229) | | | (108) | | | — | |
Other income | — | | | — | | | 108 | | | 108 | |
| | | | | | | |
| | | | | | | |
Income (Loss) Before Income Taxes | (9,333) | | | 58,159 | | | — | | | 48,826 | |
Provision (Benefit) for Income Taxes | (2,298) | | | 4 | | | 2,294 | | | — | |
Income tax benefit | — | | | — | | | 2,294 | | | 2,294 | |
Net Income (Loss) | $ | (7,035) | | | $ | 58,155 | | | $ | — | | | $ | 51,120 | |
| | | | | | | |
Per Share Amounts: | | | | | | | |
Basic Earnings (Loss) Per Share | $ | (0.28) | | | | | | | |
Diluted Earnings (Loss) Per Share | $ | (0.28) | | | | | | | |
Weighted-Average Shares Outstanding: | | | | | | | |
Weighted-Average Shares Outstanding - Basic | 25,491 | | | | | | | |
Weighted-Average Shares Outstanding - Diluted | 25,491 | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
______________
(1)Reflects the historical operations of SilverBow for the six months ended June 30, 2024.
(2)Reflects the historical operations of SilverBow for the period from July 1, 2024 through July 29, 2024.
NOTE 4 – Adjustments to Ridgemar’s historical statements of operations
Pro forma statement of operations reclassification adjustments for the year ended December 31, 2024
Certain reclassification adjustments were made to Ridgemar’s historical statement of operations for the year ended December 31, 2024 in order to conform with Crescent’s financial statement presentation. A reconciliation of amounts derived and presented as “Ridgemar As Adjusted” within the pro forma statement of operations for the year ended December 31, 2024 is as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| Ridgemar (Historical) | | Ridgemar Reclassification Adjustments | | Ridgemar As Adjusted |
REVENUES, NET: | | | | | |
Oil | $ | 418,891 | | | $ | — | | | $ | 418,891 | |
Natural gas | 4,839 | | | — | | | 4,839 | |
Natural gas liquids | 12,109 | | | — | | | 12,109 | |
Total revenues, net | 435,839 | | | — | | | 435,839 | |
OPERATING EXPENSES: | | | | | |
Lease operating | 55,792 | | | — | | | 55,792 | |
Workover | 9,842 | | | — | | | 9,842 | |
Production, ad valorem and severance tax | 26,553 | | | (26,553) | | | — | |
Production and other taxes | — | | | 26,553 | | | 26,553 | |
Transportation expenses | 8,419 | | | (8,419) | | | — | |
Gathering, transportation and marketing | — | | | 8,419 | | | 8,419 | |
Depreciation, depletion, amortization and accretion | 90,877 | | | (90,877) | | | — | |
Depreciation, depletion and amortization | — | | | 90,877 | | | 90,877 | |
General and administrative | 5,798 | | | — | | | 5,798 | |
Total operating expenses | 197,281 | | | — | | | 197,281 | |
INCOME FROM OPERATIONS | 238,558 | | | — | | | 238,558 | |
OTHER INCOME (EXPENSES): | | | | | |
Net gain (loss) on commodity derivatives | 11,200 | | | (11,200) | | | — | |
Gain (loss) on derivatives | — | | | 11,200 | | | 11,200 | |
Interest expense | (26,682) | | | — | | | (26,682) | |
Other income | 1,447 | | | — | | | 1,447 | |
Total other expenses, net | (14,035) | | | — | | | (14,035) | |
NET INCOME | $ | 224,523 | | | $ | — | | | $ | 224,523 | |
NOTE 5 – Adjustments to the pro forma statements of operations
The pro forma statements of operations have been prepared to illustrate the effects of the Ridgemar Acquisition and the SilverBow Merger and have been prepared for informational purposes only.
The preceding pro forma statements of operations have been prepared in accordance with Article 11 of Regulation S-X which requires the presentation of adjustments to account for the pro forma transactions (“Transaction Accounting Adjustments”) and allows for supplemental disclosure of the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management Adjustments”). Management has elected not to present Management Adjustments.
Pro forma statements of operations adjustments for the six months ended June 30, 2025 and for the year ended December 31, 2024
The adjustments included in the pro forma statements of operations are as follows:
(a)Reflects pro forma depletion expense and accretion expense calculated in accordance with the successful efforts method of accounting for oil and gas properties.
(b)Reflects the impact on general and administrative expense related to increases in Crescent’s Management Fee and the Management Incentive Plan related to the issuance of additional shares of Crescent Class A Common Stock.
(c)Reflects the elimination of Ridgemar’s historical gain on derivatives related to Ridgemar’s commodity derivatives that were settled prior to, and not part of, the Ridgemar Acquisition.
(d)Reflects the pro forma interest expense related to borrowings of $655.0 million under Crescent’s Revolving Credit Facility to fund a portion of the Cash Consideration for Ridgemar Acquisition.
(e)Reflects the elimination of historical interest expense related to Ridgemar’s credit facility that was not assumed as part of the Ridgemar Acquisition.
(f)Reflects the adjustment to pro forma interest expense related to the 2033 Notes Offering and the Crescent Revolving Credit Facility Borrowing that was used to fund a portion of the repayment of SilverBow’s credit facility borrowings due 2026 and Second Lien Notes due 2028 and the cash payments related to the Merger Consideration for the SilverBow Merger, including cash of $24.5 million to settle SilverBow’s Equity Awards.
(g)Reflects the income tax effect of the Pro Forma Adjustments presented. The tax rates applied to the Pro Forma Adjustments for the six months ended June 30, 2025 and for the year ended December 31, 2024 was the estimated combined federal and state statutory rate, after the effect of noncontrolling interests, of 16.6% and 15.6%, respectively. The effective rate of Crescent could be significantly different (either higher or lower) depending on a variety of factors.
(h)Reflects the impact of the allocation of net income attributable to redeemable noncontrolling interests related to the change in Crescent’s ownership of Crescent Energy OpCo LLC resulting from the issuance of additional shares of Crescent Class A Common Stock.
(i)Reflects the impact of the allocation of net income attributable to Crescent and the issuance of additional shares of Crescent Class A Common Stock on the computation of basic and diluted net income (loss) per share.
NOTE 6 – Supplemental unaudited pro forma oil and natural gas reserves information
Oil and natural gas reserves
The following tables present the estimated unaudited pro forma net proved developed and undeveloped oil, natural gas, and NGL reserve information as of December 31, 2024 for Crescent’s consolidated operations, along with a summary of changes in quantities of net remaining proved reserves for the year ended December 31, 2024. Crescent’s equity affiliates had no proved oil, natural gas, and NGL reserves as of December 31, 2024 and 2023. The disclosures below are derived from “Oil and natural gas reserves” for the year ended December 31, 2024 reported in Crescent’s Annual Report on Form 10-K and Ridgemar’s annual financial statements included within Crescent’s Current Report on Form 8-K/A dated April 11, 2025. The estimates below are in certain instances presented on a “barrels of oil equivalent” or “Boe” basis. To determine Boe in the following tables, natural gas is converted to a crude oil equivalent at the ratio of six Mcf of natural gas to one barrel of crude oil equivalent.
The unaudited pro forma oil and natural gas reserve information is not necessarily indicative of the results that might have occurred had the Ridgemar Acquisition been completed on January 1, 2024 and is not intended to be a projection of future results. Future results may vary significantly from the results reflected because of various factors, including those discussed in “Risk Factors” included in Crescent’s Annual Report on Form 10-K.
The unaudited pro forma net proved developed and undeveloped oil, natural gas, and NGL reserves as of December 31, 2024 and 2023 and the changes in the pro forma quantities of net remaining proved reserves for the year ended December 31, 2024 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Oil and Condensate (MBbls) |
| | Crescent (Historical) | | Ridgemar (Historical) | | SilverBow Merger Adjustments | | Crescent Pro Forma Combined |
Proved Developed and Undeveloped Reserves as of: | | | | | | | | |
December 31, 2023 | | 250,465 | | 44,506 | | 94,958 | | 389,929 |
Revisions of previous estimates | | (17,316) | | (485) | | (18,988) | | (36,789) |
Extensions, discoveries, and other additions | | 16,626 | | 20,719 | | — | | 37,345 |
Sales of reserves in place | | (3,344) | | — | | — | | (3,344) |
Purchases of reserves in place | | 81,204 | | 940 | | (70,743) | | 11,401 |
Production | | (29,945) | | (5,474) | | (5,227) | | (40,646) |
December 31, 2024 | | 297,690 | | 60,206 | | — | | 357,896 |
| | | | | | | | |
Proved Developed Reserves as of: | | | | | | | | |
December 31, 2023 | | 176,546 | | 32,790 | | 40,738 | | 250,074 |
December 31, 2024 | | 193,611 | | 37,975 | | — | | 231,586 |
| | | | | | | | |
Proved Undeveloped Reserves as of: | | | | | | | | |
December 31, 2023 | | 73,919 | | 11,716 | | 54,220 | | 139,855 |
December 31, 2024 | | 104,079 | | 22,231 | | — | | 126,310 |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Natural Gas (MMcf) |
| | Crescent (Historical) | | Ridgemar (Historical) | | SilverBow Merger Adjustments | | Crescent Pro Forma Combined |
Proved Developed and Undeveloped Reserves as of: | | | | | | | | |
December 31, 2023 | | 1,176,416 | | 59,252 | | 1,677,939 | | 2,913,607 |
Revisions of previous estimates | | (210,432) | | (16,086) | | (873,417) | | (1,099,935) |
Extensions, discoveries, and other additions | | 70,632 | | 24,189 | | — | | 94,821 |
Sales of reserves in place | | (5,318) | | — | | — | | (5,318) |
Purchases of reserves in place | | 746,988 | | 4,139 | | (741,718) | | 9,409 |
Production | | (183,227) | | (4,421) | | (62,804) | | (250,452) |
December 31, 2024 | | 1,595,059 | | 67,073 | | — | | 1,662,132 |
| | | | | | | | |
Proved Developed Reserves as of: | | | | | | | | |
December 31, 2023 | | 1,032,578 | | 44,525 | | 736,075 | | 1,813,178 |
December 31, 2024 | | 1,342,718 | | 41,111 | | — | | 1,383,829 |
| | | | | | | | |
Proved Undeveloped Reserves as of: | | | | | | | | |
December 31, 2023 | | 143,838 | | 14,727 | | 941,864 | | 1,100,429 |
December 31, 2024 | | 252,341 | | 25,962 | | — | | 278,303 |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | NGLs (MBbls) |
| | Crescent (Historical) | | Ridgemar (Historical) | | SilverBow Merger Adjustments | | Crescent Pro Forma Combined |
Proved Developed and Undeveloped Reserves as of: | | | | | | | | |
December 31, 2023 | | 101,632 | | 10,531 | | 71,236 | | 183,399 |
Revisions of previous estimates | | (11,263) | | (2,544) | | (9,745) | | (23,552) |
Extensions, discoveries, and other additions | | 10,604 | | 4,409 | | — | | 15,013 |
Sales of reserves in place | | (767) | | — | | — | | (767) |
Purchases of reserves in place | | 58,664 | | 458 | | (57,581) | | 1,541 |
Production | | (13,154) | | (801) | | (3,910) | | (17,865) |
December 31, 2024 | | 145,716 | | 12,053 | | — | | 157,769 |
| | | | | | | | |
Proved Developed Reserves as of: | | | | | | | | |
December 31, 2023 | | 87,316 | | 7,767 | | 38,702 | | 133,785 |
December 31, 2024 | | 109,223 | | 7,380 | | — | | 116,603 |
| | | | | | | | |
Proved Undeveloped Reserves as of: | | | | | | | | |
December 31, 2023 | | 14,316 | | 2,764 | | 32,534 | | 49,614 |
December 31, 2024 | | 36,493 | | 4,673 | | — | | 41,166 |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total (MBoe) |
| | Crescent (Historical) | | Ridgemar (Historical) | | SilverBow Merger Adjustments | | Crescent Pro Forma Combined |
Proved Developed and Undeveloped Reserves as of: | | | | | | | | |
December 31, 2023 | | 548,166 | | | 64,912 | | | 445,850 | | | 1,058,928 |
Revisions of previous estimates | | (63,648) | | | (5,710) | | | (174,302) | | | (243,660) |
Extensions, discoveries, and other additions | | 39,002 | | | 29,160 | | | — | | | 68,162 |
Sales of reserves in place | | (4,998) | | | — | | | — | | | (4,998) |
Purchases of reserves in place | | 264,366 | | | 2,088 | | | (251,944) | | | 14,510 |
Production | | (73,637) | | | (7,012) | | | (19,604) | | | (100,253) |
December 31, 2024 | | 709,251 | | | 83,438 | | | — | | | 792,689 |
| | | | | | | | |
Proved Developed Reserves as of: | | | | | | | | |
December 31, 2023 | | 435,958 | | 47,977 | | 202,120 | | | 686,055 |
December 31, 2024 | | 526,622 | | 52,207 | | — | | 578,829 |
| | | | | | | | |
Proved Undeveloped Reserves as of: | | | | | | | | |
December 31, 2023 | | 112,208 | | 16,935 | | 243,730 | | | 372,873 |
December 31, 2024 | | 182,629 | | 31,231 | | — | | 213,860 |
Standardized measure of discounted future net cash flows
The following table presents the estimated unaudited pro forma standardized measure of discounted future net cash flows (the “pro forma standardized measure”) at December 31, 2024. The pro forma standardized measure information set forth below gives effect to the Ridgemar Acquisition as if they had been completed on January 1, 2024. The Ridgemar Acquisition Adjustments reflect adjustments related to the tax effects resulting from the Ridgemar Acquisition. The disclosures below are derived from the “Standardized measure of discounted future net cash flows” for the year ended December 31, 2024 reported in Crescent’s Annual Report on Form 10-K and Ridgemar’s annual financial statements included within Crescent’s Current Report on Form 8-K/A dated April 11, 2025. An explanation of the underlying methodology applied, as required by SEC regulations, can be found within
the historical financial statements included in Crescent’s Annual Report on Form 10-K. The calculations assume the continuation of existing economic, operating and contractual conditions at December 31, 2024.
The pro forma standardized measure is not necessarily indicative of the results that might have occurred had the Ridgemar Acquisition been completed on January 1, 2024 and is not intended to be a projection of future results. Future results may vary significantly from the results reflected because of various factors, including those discussed in “Risk Factors” included in Crescent’s Annual Reports on Form 10-K.
The pro forma standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves as of December 31, 2024 is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | (in thousands) |
| | Crescent (Historical) | | Ridgemar (Historical) | | Ridgemar Acquisition Adjustments | | Crescent Pro Forma Combined |
Future cash inflows | | $ | 27,890,094 | | | $ | 4,974,150 | | | $ | — | | | $ | 32,864,244 | |
Future production costs | | (12,981,064) | | | (1,713,905) | | | — | | | (14,694,969) | |
Future development costs (1) | | (3,801,466) | | | (604,803) | | | — | | | (4,406,269) | |
Future income taxes | | (1,055,147) | | | (26,115) | | | (226,135) | | | (1,307,397) | |
Future net cash flows | | $ | 10,052,417 | | | $ | 2,629,327 | | | $ | (226,135) | | | $ | 12,455,609 | |
Annual discount of 10% for estimated timing | | (4,348,722) | | | (1,102,801) | | | 94,846 | | | (5,356,677) | |
Standardized measure of discounted future net cash flows as of December 31, 2024 | | $ | 5,703,695 | | | $ | 1,526,526 | | | $ | (131,289) | | | $ | 7,098,932 | |
______________
(1)Future development costs include future abandonment and salvage costs.
Changes in standardized measure
The disclosures below are derived from the “Changes in standardized measure” for the year ended December 31, 2024 reported in Crescent’s Annual Report on Form 10-K and Ridgemar’s annual financial statements included within Crescent’s Current Report on Form 8-K/A dated April 11, 2025. The changes in the pro forma standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves for the year ended December 31, 2024 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
| | Crescent (Historical) | | Ridgemar (Historical) | | Transaction Accounting Adjustments | | Crescent Pro Forma Combined |
Balance at December 31, 2023 | | $ | 5,289,182 | | | $ | 1,182,071 | | | $ | 2,217,778 | | | $ | 8,689,031 | |
Net change in prices and production costs | | (47,265) | | | 61,545 | | | (90,764) | | | (76,484) | |
Net change in future development costs | | (92,580) | | | 29,065 | | | 97,381 | | | 33,866 | |
Sales and transfers of oil and natural gas produced, net of production expenses | | (1,715,764) | | | (335,233) | | | (401,597) | | | (2,452,594) | |
Extensions, discoveries, additions and improved recovery, net of related costs | | 318,421 | | | 407,572 | | | — | | | 725,993 | |
Purchases of reserves in place | | 2,493,077 | | | 16,721 | | | (2,279,196) | | | 230,602 | |
Sales of reserves in place | | (70,549) | | | — | | | — | | | (70,549) | |
Revisions of previous quantity estimates | | (817,132) | | | (67,045) | | | (389,585) | | | (1,273,762) | |
Previously estimated development costs incurred | | 369,595 | | | 136,717 | | | 279,692 | | | 786,004 | |
Net change in taxes | | (478,046) | | | (3,553) | | | 129,026 | | | (352,573) | |
Accretion of discount | | 556,612 | | | 119,348 | | | 125,135 | | | 801,095 | |
Changes in timing and other | | (101,856) | | | (20,682) | | | 180,841 | | | 58,303 | |
Balance at December 31, 2024 | | $ | 5,703,695 | | | $ | 1,526,526 | | | $ | (131,289) | | | $ | 7,098,932 | |