Mid-Con Energy Partners (MCEP) 8-K/A Report of Independent Certified Public Accountants

Exhibit 99.2

MID-CON ENERGY PARTNERS, LP

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Introduction	2
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2014	4
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the nine months ended September 30, 2014	5
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2013	6
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements	7

Introduction

The following unaudited pro forma condensed consolidated financial statements reflects the historical financial statements of Mid-Con Energy Partners, LP (the “Partnership”) adjusted on a pro forma basis to give effect to the potential acquisition from L.C.S. Production Company, SPA-PETCO, LP, SPA PETCO OSU, LLC, A.G. Hill Oil and Gas LP, and A.G. Hill Oil and Gas II LP (collectively the “Sellers”) of multiple oil properties located in Coke, Coleman, Fisher, Haskell, Jones, Kent, Nolan, Runnels, Stonewall, Taylor, and Tom Green Counties, Texas (the “Eastern Shelf Permian Properties”), the August 5, 2014, acquisition by the Partnership’s wholly owned subsidiary, Mid-Con Energy Properties, LLC (“Mid-Con Properties”) of an oil property (the “August 2014 Acquired Property”) located in Creek County, Oklahoma and also to the February 28, 2014, acquisition by Mid-Con Properties of oil properties located in Cimarron, Love and Texas Counties, Oklahoma and Potter County, Texas (the “February 2014 Properties”), both from Mid-Con Energy III, LLC (“Mid-Con Energy III”), an affiliate of the Partnership.

On October 7, 2014, the Partnership and Mid-Con Energy Properties entered into a purchase and sale agreement for the Acquisition from the Sellers of the Eastern Shelf Permian Properties for a purchase price of approximately $120.0 million, subject to customary post-closing purchase price adjustments. The effective date of the Acquisition will be September 1, 2014 and is expected to close in mid-November 2014.

On August 5, 2014, the Partnership completed its acquisition of the August 2014 Acquired Property for a purchase price of approximately $56.5 million. The Partnership and Mid-Con Properties paid the purchase price with (i) approximately $4.5 million in cash, financed through borrowings under the Partnership’s revolving credit facility, and (ii) the issuance of 2,214,659 common units representing limited partner interests in the Partnership (“Common Units”), having an approximate value of $52.0 million.

On February 28, 2014, the Partnership completed an acquisition from Mid-Con Energy III of the February 2014 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 Common Units, having an approximate value of $34.0 million.

The unaudited pro forma condensed consolidated balance sheet of the Partnership as of September 30, 2014, has been prepared giving effect to the Eastern Shelf Permian Properties as if the acquisition had occurred on January 1, 2014. The historical numbers on the pro forma condensed consolidated balance sheet already include the February 2014 Properties and the August 2014 Acquired Property. The unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2014, has been prepared giving effect to the acquisition of the Eastern Shelf Permian Properties, the February 2014 Properties and the August 2014 Acquired

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Property as if the acquisitions had occurred on January 1, 2014. The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2013 has been prepared giving effect to the acquisition of the Eastern Shelf Permian Properties, the February 2014 Properties and the August 2014 Acquired Property as if the acquisitions had occurred on January 1, 2013.

The pro forma adjustments to the audited historical condensed consolidated financial statements are based on currently available information and certain estimates and assumptions. The actual effect of the transactions discussed in the accompanying notes may differ from the unaudited pro forma adjustments included herein. However, management believes that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the unaudited pro forma adjustments are factually supportive, give appropriate effect to the impact of the events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on the Partnership.

The unaudited pro forma condensed consolidated financial statements of the Partnership are not necessarily indicative of the results that would have occurred if the Partnership had completed the acquisitions of the Eastern Shelf Permian Properties, the February 2014 Properties and the August 2014 Acquired Property on the dates indicated or which could be achieved in the future because they necessarily exclude various operating expenses.

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MID-CON ENERGY PARTNERS, LP

Pro Forma Condensed Consolidated Balance Sheet

September 30, 2014

(In thousands, except number of units)

(Unaudited)

	Mid-Con Energy, LP Historical			Pro Forma Adjustments			Pro Forma
CURRENT ASSETS:
Cash & cash equivalents	$	1,570		$	—		$	1,570
Accounts receivable:
Oil and gas sales		8,495			—			8,495
Other		222			—			222
Derivative financial instruments		4,261			—			4,261
Prepaids and other		286			—			286
Total current assets		14,834			—			14,834
PROPERTY & EQUIPMENT:
Oil & gas properties, successful efforts method:
Proved properties		366,692			120,866	(a)(b)		487,558
Accumulated depletion, depreciation and amortization		(50,048	)		—			(50,048	)
Total property and equipment, net		316,644			120,866			437,510
DERIVATIVE FINANCIAL INSTRUMENTS		407			—			407
OTHER ASSETS		869			—			869
Total assets	$	332,754		$	120,866		$	453,620
CURRENT LIABILITIES
Accounts payable
Trade	$	2,592		$	—			2,592
Related parties		6,706			—			6,706
Accrued liabilities		189			—			189
Total current liabilities		9,487			—			9,487
OTHER LONG-TERM LIABILITIES		108			—			108
LONG-TERM DEBT		168,000			120,000	(a)		288,000
ASSET RETIREMENT OBLIGATIONS		5,401			866	(b)		6,267
COMMITMENTS AND CONTINGENCIES
EQUITY:
Partnership equity
General partner		1,534			—			1,534
Limited partners, 23,337,511 units issued and outstanding		148,224			—			148,224
Total equity		149,758			—			149,758
Total liabilities and equity	$	332,754		$	120,866		$	453,620

See accompanying notes to pro forma financial statement

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MID-CON ENERGY PARTNERS, LP

Pro Forma Condensed Consolidated Statements of Operations

For the Nine Months Ended September 30, 2014

(In thousands, except per unit data)

(Unaudited)

							August 2014 Acquired Property			February 2014 Properties			Pro Forma Adjustments
	Company Historical			Eastern Shelf Permian Properties			Seven Months Ended July 31, 2014			Two Months Ended Feb 28, 2014			Eastern Shelf Permian Properties			August 2014 Acquired Property			February 2014 Properties			Company Pro Forma
Revenues:
Oil sales	$	71,865		$	26,454	(c)	$	7,739	(c)	$	1,922	(c)	$	—		$	—		$	—		$	107,980
Natural gas sales		450			1,984	(c)		119	(c)		—	(c)		—			—			—			2,553
Net settlements on derivatives		(3,753	)		—			—			—			—			—			—			(3,753	)
Loss on unsettled derivatives, net		6,094			—			—			—			—			—			—			6,094
Total revenues		74,656			28,438			7,858			1,922			—			—			—			112,874
Operating costs and expenses:
Lease operating expenses		18,136			5,219	(c)		1,028	(c)		820	(c)		—			—			—			25,203
Oil and gas production taxes		4,694			1,494	(c)		567	(c)		125	(c)		—			—			—			6,880
Impairment of proved oil and natural gas properties		303			—			—			—			—			—			—			303
Depreciation, depletion and amortization		13,900			—			—			—			8,666	(d)		1,102	(d)		408	(d)		24,076
Accretion of discount on asset retirement obligations		175			—			—			—			35	(e)		14	(e)		2	(e)		226
General and administrative		11,958			—			—			—			—			—			—			11,958
Total operating costs and expenses		49,166			6,713			1,595			945			8,701			1,116			410			68,646
Income from operations		25,490			21,725			6,263			977			(8,701	)		(1,116	)		(410	)		44,228
Other income (expense):
Interest income and other		7			—			—			—			—			—			—			7
Interest expense		(3,087	)		—			—			—			(2,487	)(f)		(74	)(f)		(32	)(f)		(5,678	)
Total other income (expense)		(3,080	)		—			—			—			(2,487	)		(74	)		(32	)		(5,671	)
Net income	$	22,410		$	21,725		$	6,263		$	977		$	(11,188	)	$	(1,190	)	$	(442	)	$	38,555
Computation of net income per limited partner unit:
General partner’s interest in net income	$	375																				$	588
Limited partners’ interest in net income	$	22,035																				$	37,967
Net income per limited partner unit:
Basic	$	1.04																				$	1.63
Diluted	$	1.04																				$	1.63
Weighted average limited partner units outstanding:
Common limited partner units (basic)		21,175																					23,260
Common limited partner units (diluted)		21,198																					23,282

See accompanying notes to pro forma financial statement

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MID-CON ENERGY PARTNERS, LP

Pro Forma Condensed Consolidated Statements of Operations

For the Year Ended December 31, 2013

(In thousands, except per unit data)

(Unaudited)

													Pro Forma Adjustments
				Eastern Shelf			August 2014						Eastern Shelf			August 2014
	Company			Permian			Acquired			February 2014			Permian			Acquired			February 2014			Company
	Historical			Properties			Property			Properties			Properties			Property			Properties			Pro Forma
Revenues:
Oil sales	$	85,080		$	27,465	(c)	$	9,837	(c)	$	11,943	(c)	$	—		$	—		$	—		$	134,325
Natural gas sales		656			1,806			118	(c)		—			—			—			—			2,580
Net settlements on derivatives		288			—			—			—			—			—			—			288
Loss on unsettled derivatives, net		(5,963	)		—			—			—			—			—			—			(5,963	)
Total revenues		80,061			29,271			9,955			11,943			—			—			—			131,230
Operating costs and expenses:
Lease operating expenses		16,366			6,164	(c)		2,160	(c)		3,884	(c)		—			—			—			28,574
Oil and gas production taxes		3,817			1,398	(c)		718	(c)		763	(c)		—			—			—			6,696
Impairment of proved oil and natural gas properties		1,578			—			—			—			—			—			—			1,578
Depreciation, depletion and amortization		14,421			—			—			—			9,712	(d)		1,333	(d)		3,231	(d)		28,697
Accretion of discount on asset retirement obligations		173			—			—			—			44	(e)		23	(e)		21	(e)		261
General and administrative		12,244			—			—			—			—			—			—			12,244
Total operating costs and expenses		48,599			7,562			2,878			4,647			9,756			1,356			3,252			78,050
Income from operations		31,462			21,709			7,077			7,296			(9,756	)		(1,356	)		(3,252	)		53,180
Other income (expense):
Interest income and other		9			—			—			—			—			—			—			9
Interest expense		(3,282	)		—			—			—			(3,280	)(f)		(123	)(f)		(191	)(f)		(6,876	)
Total other income (expense)		(3,273	)		—			—			—			(3,280	)		(123	)		(191	)		(6,867	)
Net income	$	28,189		$	21,709		$	7,077		$	7,296		$	(13,036	)	$	(1,479	)	$	(3,443	)	$	46,313
Computation of net income per limited partner unit:
General partner’s interest in net income	$	518																				$	715
Limited partners’ interest in net income	$	27,671																				$	45,598
Net income per limited partner unit:
Basic	$	1.44																				$	1.99
Diluted	$	1.44																				$	1.99
Weighted average limited partner units outstanding:
Common limited partner units (basic)		19,234																					22,949
Common limited partner units (diluted)		19,249																					22,963

See accompanying notes to pro forma financial statement

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Mid-Con Energy Partners, LP

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

1. Basis of Presentation

See “Introduction” above for more information regarding the basis of presentation for our unaudited pro forma condensed consolidated financial statements.

2. Pro Forma Adjustments

(a) These adjustments give effect to the Eastern Shelf Permian Properties for cash with funds provided by the Partnership’s credit facility.

(b) These adjustments reflect the increase in the estimated asset retirement obligations associated with the Eastern Shelf Permian Properties.

(c) The amounts reflect the adjustments necessary to recast the historical condensed consolidated statements of operations for the nine months ended September 30, 2014 and for the year ended December 31, 2013 for the Eastern Shelf Permian Properties, the February 2014 Properties and the August 2014 Acquired Property.

(d) The pro forma depreciation, depletion and amortization expense has been adjusted to reflect additional expense for the Eastern Shelf Permian Properties, the February 2014 Properties and the August 2014 Acquired Property. The pro forma depreciation, depletion and amortization expense for the Eastern Shelf Permian Properties, the February 2014 Properties and the August 2014 Acquired Property was computed using the pro forma capitalized costs, pro forma production and estimated reserves.

(e) The pro forma accretion has been adjusted to reflect additional accretion of asset retirement obligations associated with the Eastern Shelf Permian Properties, the February 2014 Properties and the August 2014 Acquired Property.

(f) The pro forma interest expense has been adjusted to reflect the estimated additional interest associated with the acquisitions of the Eastern Shelf Permian Properties, the February 2014 Properties and the August 2014 Acquired Property from the funds provided by the Partnership’s credit facility.

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