SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT

12 Months Ended

Dec. 31, 2021

Condensed Financial Information Disclosure [Abstract]

SCHEDULE I CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CRESCENT ENERGY COMPANY

PARENT COMPANY BALANCE SHEETS


	December 31, 2021		December 31, 2020
	(in thousands, except share and unit data)
ASSETS
Investment in subsidiary	$	3,103,176	$	2,893,160
TOTAL ASSETS	$	3,103,176	$	2,893,160

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Current liabilities:
Accounts payable – affiliates	$	914	$	—
Accrued liabilities	68		—
Total current liabilities	982		—
Deferred tax liability	82,537		—
Total liabilities	83,519		—
Contingencies (Note 3)
Redeemable noncontrolling interests	2,325,013		—
Equity:
Members’ equity – Class A units, no units and 1,220,421 units outstanding as of December 31, 2021 and 2020, respectively	—		2,716,892
Class A common stock, $0.0001 par value; 1,000,000,000 shares authorized and 43,105,376 shares issued and 41,954,385 shares outstanding as of December 31, 2021; no shares issued and outstanding as of December 31, 2020	4		—
Class B common stock, $0.0001 par value; 500,000,000 shares authorized and 127,536,463 shares issued and outstanding as of December 31, 2021; no shares issued and outstanding as of December 31, 2020	13		—
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, 2021; no shares issued and outstanding as of December 31, 2020	—		—
Treasury stock, at cost; 1,150,991 shares of Class A common stock as of December 31, 2021 and no shares of Class A Common Stock as of December 31, 2020	(18,448)		—
Additional paid-in capital	720,016		—
Accumulated deficit	(19,376)		—
Noncontrolling interests	12,435		176,268
Total equity	694,644		2,893,160
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY	$	3,103,176	$	2,893,160

SCHEDULE I - CONTINUED

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CRESCENT ENERGY COMPANY

PARENT COMPANY STATEMENTS OF OPERATIONS


	Year Ended December 31,
	2021		2020		2019
	(in thousands, except per share amounts)
Revenues	$	—	$	—	$	—
Expenses:
General and administrative expense	914		—		—
Total expenses	914		—		—
Income (loss) before taxes and equity in income (losses) of subsidiary	(914)		—		—
Income tax benefit (expense)	867		—		—
Income (loss) before equity in income (losses) of subsidiary	(47)		—		—
Equity in income (losses) of subsidiary, net of tax	(432,180)		(216,124)		46,709
Net income (loss)	(432,227)		(216,124)		46,709
Less: net (income) loss attributable to Predecessor	339,168		118,649		(45,839)
Less: net (income) loss attributable to noncontrolling interests	14,922		97,475		(870)
Less: net loss attributable to redeemable noncontrolling interests	58,761		—		—
Net loss attributable to Crescent Energy	$	(19,376)	$	—	$	—
Net Loss per Share:
Class A common stock - basic and diluted	$	(0.46)
Class B common stock - basic and diluted	$	—
Weighted Average Shares Outstanding:
Class A common stock - basic and diluted	41,954
Class B common stock - basic and diluted	127,536

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

SCHEDULE I - CONTINUED

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CRESCENT ENERGY COMPANY

PARENT COMPANY STATEMENTS OF CASH FLOWS


	Year Ended December 31,
	2021		2020		2019
	(in thousands)
Cash flows from operating activities:
Net income (loss)	(432,227)		(216,124)		46,709
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Equity in (income) losses of subsidiary	432,180		216,124		(46,709)
Deferred income taxes (benefit)	(935)		—		—
Changes in operating assets and liabilities:
Accounts payable – affiliates	914		—		—
Accrued liabilities	68		—		—
Net cash provided by operating activities	—		—		—
Net cash provided by investing activities	—		—		—
Net cash provided by financing activities	—		—		—
Net change in cash, cash equivalents and restricted cash	—		—		—
Cash, cash equivalents and restricted cash, beginning of period	—		—		—
Cash, cash equivalents, and restricted cash, end of period	$	—	$	—	$	—

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

NOTE 1 – Basis of Presentation

On December 7, 2021, we completed the Merger Transactions, pursuant to which Contango Oil & Gas Company ("Contango") combined with Independence Energy LLC ("Independence") under a new publicly traded holding company named "Crescent Energy Company." Our Class A Common Stock is listed on The New York Stock Exchange under the symbol “CRGY.” The new combined company is structured as an “Up-C,” with all of our assets and operations and those of Contango held by Crescent Energy Company ("Crescent"), which is the sole managing member of Crescent Energy OpCo LLC ("OpCo"). We are a holding company that conducts substantially all of our business through our consolidated subsidiary, OpCo. Our sole material asset consists of units of OpCo ("OpCo Units"). As the sole managing member of OpCo, we are responsible for all operational, management and administrative decisions related to OpCo’s business. Because the unit holders of OpCo lack the characteristics of a controlling financial interest, OpCo was determined to be a variable interest entity. Crescent is considered the primary beneficiary of OpCo as it has both the power to direct OpCo and the right to receive benefits from OpCo. As a result, we consolidate the financial results of OpCo and its subsidiaries, including Crescent Energy Finance LLC. Former Contango shareholders now own shares of Crescent Class A Common Stock, which have both voting and economic rights with respect to Crescent. The former owners of our predecessor, Independence Energy LLC, now own economic, non-voting OpCo Units and corresponding shares of Crescent Class B Common Stock, which have voting (but no economic) rights with respect to Crescent. OpCo is owned approximately 25% by Crescent and approximately 75% by holders of our redeemable noncontrolling interests representing former owners of Independence.

The Isla Merger, whereby Independence merged with and into OpCo on December 7, 2021 in connection with the Merger Transactions, was accounted for as a reorganization of entities under common control. As required by GAAP, the contribution of Independence was accounted for as a reorganization of entities under common control, in a manner similar to a pooling of interests, with all assets and liabilities transferred to us at their carrying amounts. Because the Isla Merger resulted in a change in the reporting entity, and in order to furnish comparative financial information prior to the Merger Transactions, our financial statements have been retrospectively recast to reflect the historical accounts of Independence, our accounting predecessor (the "Predecessor").

These condensed parent company financial statements reflect the activity of Crescent as the parent company to OpCo and have been prepared in accordance with Rules 5-04 and 12-04 of Regulation S-X, as the restricted net assets of OpCo and its consolidated subsidiaries exceed 25% of the consolidated net assets of Crescent. This information should be read in conjunction with the combined and consolidated financial statements of Crescent included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report.

NOTE 2 – Income Taxes

For details regarding income taxes, see NOTE 10 - Income Taxes, to the combined and consolidated financial statements of Crescent included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report.

NOTE 3 – ContingenciesFor details regarding contingencies related to litigation, see NOTE 12 - Commitments and Contingencies, to the combined and consolidated financial statements of Crescent included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report.