Exhibit 99.1
REPORT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
Partners
Mid-Con Energy Partners, LP:
We have audited the accompanying statement of revenues and direct operating expenses of certain oil properties located in Cimarron, Love and Texas County, Oklahoma and Potter County, Texas acquired by Mid-Con Energy Partners, LP for the year ended December 31, 2013 and the related notes to the financial statement.
Management’s responsibility for the financial statement
Management is responsible for the preparation and fair presentation of the financial statement in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditor’s responsibility
Our responsibility is to express an opinion on the financial statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statement. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statement.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statement referred to above presents fairly, in all material respects, the revenues and direct operating expenses of certain oil properties located in Cimarron, Love and Texas County, Oklahoma and Potter County, Texas acquired by Mid-Con Energy Partners, LP in accordance with accounting principles generally accepted in the United States of America.
/s/ GRANT THORNTON LLP
Tulsa, Oklahoma
April 4, 2014
Cimarron, Love and Texas County, Oklahoma
and Potter County, Texas Properties
Statement of Revenues and Direct Operating Expenses
(In thousands)
| | | | |
| | Year | |
| | Ended | |
| | 12/31/2013 | |
| | (audited) | |
REVENUES: | | | | |
Oil sales | | $ | 11,943 | |
| | | | |
Total revenues | | | 11,943 | |
| | | | |
DIRECT OPERATING EXPENSES: | | | | |
Lease operating expenses | | | 3,884 | |
Oil and gas production taxes | | | 763 | |
| | | | |
Total direct operating expenses | | | 4,647 | |
| | | | |
REVENUES IN EXCESS OF DIRECT OPERATING EXPENSES | | $ | 7,296 | |
| | | | |
See accompanying notes to the financial statement
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Cimarron, Love and Texas County, Oklahoma and Potter County, Texas Properties
Notes to Statement of Revenues and Direct Operating Expenses
Note 1. Organization and Nature of Operations
Certain oil properties located in Cimarron, Love and Texas Counties, Oklahoma and Potter County, Texas were acquired by Mid-Con Energy Partners, LP (the “Partnership”, “we”, “our”, or “us”). The accompanying financial statement presents the revenues and direct operation expenses of the properties acquired. Mid-Con Energy Partners, LP is a publicly held Delaware limited partnership that engages in the acquisition, exploitation and development of producing oil and natural gas properties in North America, with a focus on the Mid-Continent region of the United States. Our general partner is Mid-Con Energy GP, LLC, a Delaware limited liability company.
Note 2. Acquisitions
On February 28, 2014, the Partnership acquired from one of its affiliates, Mid-Con Energy III, LLC, certain oil properties located in Cimarron, Love and Texas Counties, Oklahoma and Potter County, Texas (the “Properties”). The combined purchase price for these properties was approximately $41.0 million. The Partnership paid the aggregate purchase price with (i) approximately $7.0 million in cash, financed through borrowings under the Partnership’s revolving credit facility, and (ii) the issuance of 1,500,000 limited partner units representing limited partner interests in the Partnership, having an approximate value of $34.0 million. The value of the limited partner units issued as partial consideration for the acquisition was based on a 2.5% discount to the trailing twenty day volume weighted average price of the limited partner units.
The acquisition has been accounted for using the acquisition method and the assets acquired and liabilities assumed were recorded at fair market value.
Note 3. Summary of Significant Accounting Policies
Basis of presentation
The accompanying Statement of Revenues and Direct Operating Expenses and related notes present the revenues and direct operating expenses related to the Properties for the year ending December 31, 2013. Based on our December 31, 2013 audited financial statements, the purchase price of the Properties ($41.0 million) represents approximately 22% of the total value of Mid-Con Energy Partners, LP total assets ($190.1 million) and therefore only the most recent fiscal year of the Properties is audited.
The Statement of Revenues and Direct Operating Expenses is only presented because it is not practicable to obtain full historical audited financial statements with respect to the Properties. The Properties were not held as a separate subsidiary of Mid-Con Energy III, LLC and therefore separate financial statements are not available. The accompanying statement of revenues and direct operating expenses does not include general and administrative expenses, interest income or expense, a provision for depreciation, depletion and amortization or accretion of discounts on asset retirement obligations because the property interests acquired represent only a portion of the seller’s business and the costs incurred by the seller are not necessarily indicative of the costs we will incur.
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Revenue recognition
We follow the sales method of accounting for crude oil and natural gas revenues for the Properties during the period presented. Under this method, revenues are recognized based on our share of actual proceeds from oil sold to purchasers.
Note 4. Supplementary Financial Information for Oil and Gas Producing Activities (Unaudited)
An analysis of the acquired properties pro forma proved oil and gas reserves as estimated by the Partnership is presented below for the period ended December 31, 2013:
| | | | | | | | | | | | |
| | Oil | | | Gas | | | | |
| | (MBbls) | | | (MMcf) | | | Mboe | |
Proved developed and undeveloped reserves: | | | | | | | | | | | | |
As of December 31, 2012 | | | 1,735 | | | | — | | | | 1,735 | |
Production | | | (127 | ) | | | — | | | | (127 | ) |
| | | | | | | | | | | | |
As of December 31, 2013 | | | 1,608 | | | | — | | | | 1,608 | |
| | | | | | | | | | | | |
Proved developed reserves at December 31, 2013 | | | 1,262 | | | | — | | | | 1,262 | |
| | | | | | | | | | | | |
Proved reserves are estimated quantities of crude oil and natural gas which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed reserves are those which are expected to be recoverable through existing wells with existing equipment and operating methods.
The prices utilized in calculating our total proved reserves were $96.78 per Bbl of oil. The prices were adjusted by lease for quality, transportation fees, location differentials, marketing bonuses or deductions or other factors affecting the price received at the wellhead.
The standardized measure represents the present value of estimated future cash inflows from proved oil and gas reserves, less future development, production, plugging and abandonment costs, discounted at the rate prescribed by the SEC. The standardized measure of discounted future net cash flow does not purport to be, nor should it be interpreted to represent, the fair market value of our proved oil and natural gas reserves. The following assumptions have been made:
| • | | In the determination of future cash inflows, sales prices used for oil for the year ended December 31, 2013 were estimated using the average price during the 12-month period, determined as the unweighted arithmetic average of the first-day-of-the-month price for each month in such period. |
| • | | Future costs of developing and producing the proved oil and reserves were based on costs determined at each such period-end, assuming the continuation of existing economic conditions. |
| • | | No future income tax expenses are computed for Mid-Con Energy Partners, LP because we are a non-taxable entity. |
| • | | Future net cash flows were discounted at an annual rate of 10%. |
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The Properties’ standardized measure of discounted future net cash flow relating to estimated oil and natural gas reserves is presented below as of December 31, 2013:
| | | | |
| | December 31 | |
| | 2013 | |
Future cash inflows | | $ | 149,238 | |
Future production costs | | | (72,792 | ) |
Future development costs | | | (3,760 | ) |
Future income tax expense | | | — | |
| | | | |
Future net cash flow | | | 72,686 | |
10% discount for estimated timing of cash flow | | | 27,274 | |
| | | | |
Standardized measure of discounted cash flow | | $ | 45,412 | |
| | | | |
The principal changes in the pro forma standardized measure of discounted future net cash flow attributable to the acquired properties estimated oil and natural gas reserves are presented below for the period ended December 31, 2013:
| | | | |
| | December 31 | |
| | 2013 | |
Standardized measure of discounted future net cash flow, beginning of period | | $ | 48,167 | |
Sales, less production costs | | | (7,296 | ) |
Accretion of discount | | | 4,541 | |
| | | | |
Standardized measure of discounted future net cash flow, beginning of period | | $ | 45,412 | |
| | | | |
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