UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On December 28, 2023, Evolve Transition Infrastructure LP (the “Partnership”) completed the sale of its 50% membership interest (the “Carnero Interest”) in Carnero G&P LLC (“Carnero”) to Targa LP Inc. (the “Buyer”) pursuant to a membership interest purchase agreement, dated as of December 28, 2023 (the “Agreement”), between the Partnership and the Buyer. The purchase price for the Carnero Interest was $27.0 million (the “Cash Consideration”). In addition to the Cash Consideration, the Buyer will make an additional cash payment to the Partnership, which will equal 20% of any cash award, less costs and expenses actually incurred by Carnero, received by Carnero with respect to claims asserted by Carnero pursuant to a third-party commercial agreement. The Partnership intends to use the net proceeds from the transaction to repay borrowings outstanding under the Partnership’s credit facility and for general working capital purposes. The Agreement contains customary representations, warranties, covenants and indemnification provisions, subject to specified limitations.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, a copy of which will be filed by the Partnership with its Annual Report on Form 10-K for the year ended December 31, 2023.
The unaudited pro forma condensed consolidated statements of operations for each of the nine months ended September 30, 2023 and the year ended December 31, 2022 as if the sale had occurred on January 1, 2022. All adjustments shown on the unaudited pro forma condensed consolidated financial statements of operations are transaction accounting adjustments.
The following unaudited pro forma condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022 is presented as if the sale had occurred on January 1, 2022.
EVOLVE TRANSITION INFRASTRUCTURE LP and SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Statements of Operations
(In thousands, except unit data)
| | | | | | | | | | | | | | | | | |
| Nine Months Ended
September 30, 2023 |
| As Reported | | Pro Forma Adjustments | | Pro Forma |
| Revenues | | | | | |
| Gathering and transportation lease revenues | $ | 18,332 | | | $ | — | | | $ | 18,332 | |
| Total revenues | 18,332 | | | — | | | 18,332 | |
| Expenses | | | | | |
| Operating expenses | | | | | |
| Transportation operating expenses | 7,450 | | | — | | | 7,450 | |
| General and administrative expenses | 6,313 | | | — | | | 6,313 | |
| General and administrative (benefit) expense - related entities | (1,163) | | | 42 | | (a) | (1,121) | |
| Unit-based compensation expense | 33 | | | — | | | 33 | |
| Depreciation and amortization | 13,296 | | | — | | | 13,296 | |
| Accretion expense | 340 | | | — | | | 340 | |
| Total operating expenses | 26,269 | | | 42 | | | 26,311 | |
| Other (income) expense | | | | | |
| Interest expense, net | 1,435 | | | (930) | | (b) | 505 | |
| Interest expense, net - related entities | 43,751 | | | — | | | 43,751 | |
| (Earnings) loss from equity investment | (1,436) | | | 1,436 | | (c) | — | |
| Other income | (2) | | | — | | | (2) | |
| Total other expenses | 43,748 | | | 506 | | | 44,254 | |
| Total expenses | 70,017 | | | 548 | | | 70,565 | |
| Loss before income taxes | (51,685) | | | (548) | | | (52,233) | |
| Income tax expense | 54 | | | — | | | 54 | |
| Net loss | $ | (51,739) | | | $ | (548) | | | $ | (52,287) | |
| Net loss per unit prior to conversion | | | | | |
| Common units - Basic and Diluted | $ | (0.23) | | | $ | — | | | $ | (0.23) | |
| Weighted Average Units Outstanding prior to conversion | | | | | |
| Common units - Basic and Diluted | 228,596,208 | | | 228,596,208 | | | 228,596,208 | |
Net loss per unit after conversion(1) | | | | | |
| Common units - Basic and Diluted | $ | (6.82) | | | $ | (0.07) | | | $ | (6.89) | |
Weighted Average Units Outstanding after conversion(1) | | | | | |
| Common units - Basic and Diluted | 7,589,082 | | | 7,589,082 | | | 7,589,082 | |
(1) Amounts adjusted for the Reverse Split on July 17, 2023.
EVOLVE TRANSITION INFRASTRUCTURE LP and SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Statements of Operations
(In thousands, except unit data)
| | | | | | | | | | | | | | | | | |
| Year Ended
December 31, 2022 |
| As Reported | | Pro Forma Adjustments | | Pro Forma |
| Revenues | | | | | |
| Gathering and transportation lease revenues | $ | 36,109 | | $ | — | | $ | 36,109 |
| Total revenues | 36,109 | | — | | | 36,109 |
| Expenses | | | | | |
| Operating expenses | | | | | |
| Transportation operating expenses | 9,877 | | — | | | 9,877 |
| General and administrative expenses | 12,404 | | — | | | 12,404 |
| General and administrative benefit - related entities | (6,375) | | (110) | | (a) | (6,485) |
| Unit-based compensation expense | 53 | | — | | | 53 |
| Loss (gain) on sale of assets | 4,408 | | (6,802) | | (d) | (2,394) |
| Depreciation and amortization | 18,516 | | — | | | 18,516 |
| Accretion expense | 421 | | — | | | 421 |
| Total operating expenses | 39,304 | | (6,912) | | | 32,392 |
| Other (income) expense | | | | | |
| Interest expense, net | 1,924 | | (967) | | (b) | 957 |
| Interest expense, net - related entities | 53,306 | | — | | | 53,306 |
| (Earnings) loss from equity investment | (6,139) | | 6,139 | | (e) | — |
| Other expense | 719 | | | — | | | 719 | |
| Total other expenses | 49,810 | | 5,172 | | | 54,982 |
| Total expenses | 89,114 | | (1,740) | | | 87,374 |
| Loss before income taxes | (53,005) | | | 1,740 | | | (51,265) | |
| Income tax expense | 132 | | | 54 | | (f) | 186 | |
| Net loss | $ | (53,137) | | | $ | 1,686 | | | $ | (51,451) | |
| Net loss per unit prior to conversion | | | | | |
| Common units - Basic and Diluted | $ | (0.35) | | | $ | 0.01 | | | $ | (0.34) | |
| Weighted Average Units Outstanding prior to conversion | | | | | |
| Common units - Basic and Diluted | 152,638,640 | | | 152,638,640 | | | 152,638,640 | |
Net loss per unit after conversion(1) | | | | | |
| Common units - Basic and Diluted | $ | (10.44) | | | $ | 0.33 | | | $ | (10.11) | |
Weighted Average Units Outstanding after conversion(1) | | | | | |
| Common units - Basic and Diluted | 5,087,955 | | | 5,087,955 | | | 5,087,955 | |
(1) Amounts adjusted for the Reverse Split on July 17, 2023.
EVOLVE TRANSITION INFRASTRUCTURE LP and SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Balance Sheets
(In thousands, except unit data)
| | | | | | | | | | | | | | | | | |
| September 30,
2023 |
| As Reported | | Pro Forma Adjustments | | Pro Forma |
| ASSETS | | | | | |
| Current assets | | | | | |
| Cash and cash equivalents | $ | 2,122 | | | $ | 1,897 | | (b) | $ | 4,019 | |
| Accounts receivable | 4,117 | | | — | | | 4,117 | |
| Prepaid expenses | 606 | | | — | | | 606 | |
| Deferred lease incentive | 1,122 | | | — | | | 1,122 | |
| Total current assets | 7,967 | | | 1,897 | | 9,864 | |
| Gathering and transportation assets, net | 83,962 | | | — | | | 83,962 | |
| Intangible assets, net | 98,541 | | | — | | | 98,541 | |
| Equity investments | 14,696 | | | (14,696) | | (c)(g) | — | |
| Deferred lease incentive, net | 8,972 | | | — | | | 8,972 | |
| Right of use assets, net | 3,938 | | | — | | | 3,938 | |
| Other non-current assets | 50 | | | — | | | 50 | |
| Total assets | $ | 218,126 | | | $ | (12,799) | | $ | 205,327 | |
| | | | | |
| LIABILITIES AND PARTNERS’ DEFICIT | | | | | |
| Current liabilities | | | | | |
| Accounts payable and accrued liabilities | $ | 3,399 | | | $ | 54 | | (f) | $ | 3,453 | |
| Other current liabilities | 359 | | | — | | | 359 | |
| Short-term debt, net of debt issuance costs | — | | | — | | | — | |
| Class C preferred units - related entities | 442,157 | | | — | | | 442,157 | |
| Short-term lease liabilities | 2,286 | | | — | | | 2,286 | |
| Total current liabilities | 448,201 | | | 54 | | 448,255 | |
| Other liabilities | | | | | |
| Accrued shared services fees - related entities | 2,677 | | | (68) | | (a) | 2,609 | |
| Asset retirement obligation | 5,461 | | | — | | | 5,461 | |
| Long-term debt, net of discount and debt issuance costs | 17,049 | | | (13,923) | | (g) | 3,126 | |
| Long-term lease liabilities | 1,048 | | | — | | | 1,048 | |
| Stonepeak warrant - related entities | 1,328 | | | — | | | 1,328 | |
| Other liabilities | 303 | | | — | | | 303 | |
| Total other liabilities | 27,866 | | | (13,991) | | 13,875 | |
| Total liabilities | 476,067 | | | (13,937) | | 462,130 | |
| Commitments and contingencies | | | | | |
| Partners’ deficit | | | | | |
Common units, 8,443,516(1) units issued and outstanding as of September 30, 2023 | (257,941) | | | 1,138 | | (h) | (256,803) | |
| Total partners’ deficit | (257,941) | | | 1,138 | | | (256,803) | |
| Total liabilities and partners’ deficit | $ | 218,126 | | | $ | (12,799) | | $ | 205,327 | |
(1) Amounts adjusted for the Reverse Split on July 17, 2023.
EVOLVE TRANSITION INFRASTRUCTURE LP and SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Balance Sheets
(In thousands, except unit data)
| | | | | | | | | | | | | | | | | |
| December 31,
2022 |
| As Reported | | Pro Forma Adjustments | | Pro Forma |
| ASSETS | | | | | |
| Current assets | | | | | |
| Cash and cash equivalents | $ | 2,785 | | | $ | 967 | | (b) | $ | 3,752 | |
| Accounts receivable | 2,415 | | | — | | | 2,415 | |
| Prepaid expenses | 371 | | | — | | | 371 | |
| Deferred lease incentive | 1,122 | | | — | | | 1,122 | |
| Total current assets | 6,693 | | | 967 | | 7,660 | |
| Gathering and transportation assets, net | 87,478 | | | — | | | 87,478 | |
| Intangible assets, net | 106,752 | | | — | | | 106,752 | |
| Equity investments | 14,964 | | | (14,964) | | (d)(e)(i)(j) | — | |
| Deferred lease incentive, net | 9,813 | | | — | | | 9,813 | |
| Right of use assets, net | 5,899 | | | — | | | 5,899 | |
| Other non-current assets | 75 | | | — | | | 75 | |
| Total assets | $ | 231,674 | | | $ | (13,997) | | $ | 217,677 | |
| | | | | |
| LIABILITIES AND PARTNERS’ DEFICIT | | | | | |
| Current liabilities | | | | | |
| Accounts payable and accrued liabilities | $ | 4,675 | | | $ | 54 | | (f) | $ | 4,729 | |
| Other current liabilities | 438 | | | — | | | 438 | |
| Short-term debt, net of debt issuance costs | 19,793 | | | (15,627) | | (d)(i)(j) | 4,166 | |
| Class C preferred units - related entities | 411,800 | | | — | | | 411,800 | |
| Short-term lease liabilities | 2,204 | | | — | | | 2,204 | |
| Total current liabilities | 438,910 | | | (15,573) | | 423,337 | |
| Other liabilities | | | | | |
| Accrued shared services fees - related entities | 3,839 | | | (110) | | (a) | 3,729 | |
| Asset retirement obligation | 5,121 | | | — | | | 5,121 | |
| Long-term lease liabilities | 2,773 | | | — | | | 2,773 | |
| Stonepeak warrant - related entities | 2,853 | | | — | | | 2,853 | |
| Other liabilities | 287 | | | — | | | 287 | |
| Total other liabilities | 14,873 | | | (110) | | 14,763 | |
| Total liabilities | 453,783 | | | (15,683) | | 438,100 | |
| Commitments and contingencies | | | | | |
| Partners’ deficit | | | | | |
Common units, 7,510,186(1) units issued and outstanding as of December 31, 2022 | (222,109) | | | 1,686 | | (h) | (220,423) | |
| Total partners’ deficit | (222,109) | | | 1,686 | | | (220,423) | |
| Total liabilities and partners’ deficit | $ | 231,674 | | | $ | (13,997) | | $ | 217,677 | |
(1) Amounts adjusted for the Reverse Split on July 17, 2023.
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following items resulted in transaction accounting adjustments in the unaudited pro forma condensed consolidated financial information:
(a) Adjustment represents removal of Carnero JV from the shared services fee.
(b) Adjustment represents reduction of interest paid as a result of debt reduction.
(c) Adjustment represents income recorded during 2023 from the Targa JV.
(d) Adjustment represents the sale of the Targa JV on January 1, 2022.
(e) Adjustment represents income recorded during 2022 from the Targa JV.
(f) Adjustment reflects the income tax impact on the sale of the Targa JV.
(g) Adjustment represents distributions received during 2023 from the Targa JV.
(h) Represents the effect of adjustments in notes (a) through (f) on partners’ deficit.
(i) Adjustment represents distributions received during 2022 from the Targa JV.
(j) Adjustment represents contributions made during 2022 to the Targa JV.
