EX-99.3 7 tm2322096d3_ex99-3.htm EXHIBIT 99.3

 

Exhibit 99.3

 

 

 

LongPoint Minerals II, LLC and Subsidiary

Unaudited Consolidated Financial Statements
as of March 31, 2023

and for the three months ended March 31, 2023 and 2022

 

 

 

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

 

  PAGE
   
Consolidated Balance Sheets – March 31, 2023 and December 31, 2022 2
   
Consolidated Statements of Operations – For the Three Months Ended March 31, 2023 and 2022 3
   
Consolidated Statements of Members’ Equity – For the Three Months Ended March 31, 2023 and 2022 4
   
Consolidated Statements of Cash Flows – For the Three Months Ended March 31, 2023 and 2022 5
   
Notes to Consolidated Financial Statements 6

 

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LONGPOINT MINERALS II, LLC AND SUBSIDIARY

 

CONSOLIDATED BALANCE SHEETS

 

(unaudited, in thousands)

 

   March 31,
2023
   December 31,
2022
 
ASSETS          
Current Assets:          
Cash and cash equivalents  $34,668   $16,453 
Accrued oil and gas sales and other   8,107    11,516 
Prepaid expenses and other current assets   15    30 
Total current assets   42,790    27,999 
Property and Equipment, at cost:          
Oil and gas, on the basis of full cost method of accounting:          
Proved properties   301,833    297,164 
Unproved properties   331,548    336,217 
Accumulated depletion   (37,121)   (34,500)
Total oil and gas properties, net   596,260    598,881 
           
Total Assets  $639,050   $626,880 
 LIABILITIES AND MEMBERS’ EQUITY          
Current Liabilities:          
Accounts payable and accrued expenses  $1,574   $1,664 
           
Commitments and Contingencies (Note 2)          
           
Members’ Equity:          
Members’ equity, net of placement fees of $13,893 for both periods   637,476    625,216 
           
Total Liabilities and Members’ Equity  $639,050   $626,880 

 

See accompanying notes to these consolidated financial statements.

 

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LONGPOINT MINERALS II, LLC AND SUBSIDIARY

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

(unaudited, in thousands)

 

   For the Three Months Ended
March 31,
 
   2023   2022 
Revenues:          
Oil and gas sales  $17,852   $20,772 
Lease bonuses   16,825    31 
Total revenues   34,677    20,803 
           
Operating Expenses:          
Transportation and transmission   713    687 
Severance and other taxes   1,060    1,165 
Depletion   2,621    2,422 
General and administrative   1,103    1,103 
Total operating expenses   5,497    5,377 
           
Operating income   29,180    15,426 
           
Other Income (Expense):          
Financing costs   (65)   - 
Other income, net   135    307 
Total other income, net   70    307 
 Income Before texas margin tax   29,250    15,733 
 Texas margin tax expense   121    53 
 Net income  $29,129   $15,680 

 

See accompanying notes to these consolidated financial statements.

 

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LONGPOINT MINERALS II, LLC AND SUBSIDIARY

 

CONSOLIDATED STATEMENTS OF MEMBERS’ EQUITY

 

(unaudited, in thousands)

 

    CLASS A     CLASS B     Total  
Balances, January 1, 2022   $ 2,288     $ 627,537     $ 629,825  
Net income     55       15,625       15,680  
Members’ distributions     (50 )     (14,120 )     (14,170 )
                         
Balances, March 31, 2022   $ 2,293     $ 629,042     $ 631,335  
                         
Balances, January 1, 2023   $ 2,272     $ 622,944     $ 625,216  
                         
Net income     102       29,027       29,129  
Members’ distributions     (59 )     (16,810 )     (16,869 )
                         
Balances, March 31, 2023   $ 2,315     $ 635,161     $ 637,476  

 

See accompanying notes to these consolidated financial statements.

 

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LONGPOINT MINERALS II, LLC AND SUBSIDIARY

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(unaudited, in thousands)

 

   For the Three Months Ended
March 31,
 
   2023   2022 
Cash Flows from Operating Activities:          
Net income  $29,129   $15,680 
Adjustments to reconcile net income to net cash provided by operating activities:          
Depletion   2,621    2,422 
Effect of changes in current assets and liabilities:          
Accrued oil and gas sales, and other   3,409    (2,381)
Prepaid expenses and other current assets   15    13 
Accounts payable and accrued expenses   (90)   230 
Net cash provided by operating activities   35,084    15,964 
Cash Flows from Financing Activities:          
Member distributions   (16,869)   (14,170)
Net cash used in financing activities   (16,869)   (14,170)
Net Increase In Cash and Cash Equivalents   18,215    1,794 
Cash and Cash Equivalents, beginning of period   16,453    13,790 
Cash and Cash Equivalents, end of period  $34,668   $15,584 

 

See accompanying notes to these consolidated financial statements.

 

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LONGPOINT MINERALS II, LLC AND SUBSIDIARY

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1.Business and Summary of Significant Accounting Policies:

 

Business – LongPoint Minerals II, LLC and its wholly owned subsidiary, Cherry Creek Minerals, LLC (collectively, the “Company” or “LongPoint II”) is a Colorado Limited Liability Company focused on acquiring mineral and royalty interests primarily in the Mid-Continent and Permian Basins.

 

LongPoint II does not have employees but rather entered into a “Services Agreement” with LongPoint Operating, LLC (“LongPoint Operating”) to provide all requisite management, technical and administrative support services. LongPoint Operating is a holding company which is owned by the Chief Executive Officer of LongPoint II. LongPoint Operating has entered into a Services Agreement with FourPoint Energy, LLC (“FourPoint”) to provide the services required under the LongPoint II/ LongPoint Operating Services Agreement. FourPoint employs the necessary people to perform the services required under the Services Agreement. During the three months ended March 31, 2023 and 2022, LongPoint II was assessed an agreed upon balance of General and Administrative costs by FourPoint as payment for the services provided.

 

Use of Estimates in the Preparation of Financial Statements – The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

These consolidated interim financial statements (the “financial statements)” reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary to present fairly the financial position and results of operations for the respective interim periods. Certain information and note disclosures normally included in the Company's annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted from these financial statements, although the Company believes that the disclosures made are adequate to make the information presented not misleading. Results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. These financial statements should be read in conjunction with the annual consolidated financial statements and notes thereto for the year ended December 31, 2022. Except as disclosed herein, there have been no material changes to the information disclosed in the notes to the consolidated annual financial statements for the year ended December 31, 2022.

 

Significant Accounting Policies – For a description of LongPoint II’s significant accounting policies, see Note 1 of the consolidated financial statements included in the Company’s 2022 audited financial statements. There have been no changes to the policies or the application of such policies during the three months ended March 31, 2023.

 

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LONGPOINT MINERALS II, LLC AND SUBSIDIARY

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Principles of Consolidation – The accompanying financial statements are consolidated and include the accounts of the Company and its subsidiary. All intercompany amounts have been eliminated in consolidation.

 

Disaggregation of Income

 

The following table disaggregates the Company’s total oil and gas sales by product type:

 

     For the Three Months
Ended March 31,
 
     2023   2022 
  Gas sales  $3,720   $5,371 
  Oil sales   10,642    11,188 
  Natural gas liquids sales   3,490    4,213 
  Oil and gas sales   17,852    20,772 

 

Concentrations of Credit Risk – The Company regularly has cash in a single financial institution which exceeds federal depository insurance limits. The Company places such deposits with high credit quality institutions and has not experienced any credit losses. The Company is subject to credit risk related to oil and gas receivables due from operators related to sale of hydrocarbons produced from properties in which LongPoint II owns a mineral or overriding royalty interest. For the three-month period ended March 31, 2023, 14%, 13% and 13% of LongPoint II’s oil and gas revenues related to the operations of ConocoPhillips Company, Apache Corporation and CP Exploration III Operating LLC, respectively. No other operators provided more than 10% of the Company’s revenues during the period. For the three months ended March 31, 2022, 13%, 11% and 11% of LongPoint II’s oil and gas revenues related to the operations of CP Exploration III Operating LLC, Continental Resources, Inc. and EOG Resources, Inc., respectively. No other operators provided more than 10% of the Company’s revenues during the period.

 

Fair Value of Financial Instruments – The Company’s financial instruments consist of cash equivalents and trade payables. The carrying value of these financial instruments are considered to be representative of their fair market value, due to the short-term maturity of these instruments.

 

Accounting for Oil and Gas Operations – The Company uses the full cost method of accounting for its oil and gas properties. Under this method, all costs related to acquisition, exploration and development of oil and gas properties are capitalized to the full cost pool. The Company’s oil and gas properties are comprised of only mineral and overriding royalty interests, as such, the Company has not incurred any exploration or development costs. Proceeds from the disposition of oil and gas properties are accounted for as adjustments to the full cost pool, with no gain or loss recognized unless the adjustment would significantly alter the relationship between capitalized costs and proved reserves.

 

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LONGPOINT MINERALS II, LLC AND SUBSIDIARY

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Depletion of capitalized costs of oil and gas properties is provided for using the units of production method based upon estimates of proved oil and gas reserves. In calculating depletion, the volume of proved oil and gas reserves and production is converted into a common unit of measure at the energy equivalent conversion rate of six thousand cubic feet of natural gas to one barrel of oil. Depletion expense for the three-month periods ended March 31, 2023 and 2022 was $2.6 million ($5.84 per barrel of oil equivalent) and $2.4 million ($6.10 per barrel of oil equivalent), respectively

 

Recently Adopted Accounting Standards - In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses. In May 2019, ASU 2016-13 was subsequently amended by ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses and ASU 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief. ASU 2016-13, as amended, applies to trade receivables, financial assets and certain other instruments that are not measured at fair value through net income. This ASU replaces the currently required incurred loss approach with an expected loss model for instruments measured at amortized cost. The Company adopted this update effective January 1, 2023. The adoption of this update did not have a material impact on its financial position, results of operations or liquidity since it does not have a history of, or material exposure to, credit losses.

 

2.Commitments and Contingencies:

 

Legal Proceedings - The Company may from time to time be involved in various legal actions arising in the normal course of business or from activities associated with properties prior to their acquisition by the Company. In the opinion of management, the Company’s liability, if any, in these pending actions would not have a material adverse effect on the financial position, results of operations or cash flows of the Company.

 

Lease Commitments – The Company is not subject to any lease commitments. As of March 31, 2023, all leases incurred in the ordinary course of business were held by FourPoint and LongPoint II receives the benefit of such leases under the “Services Agreement” with LongPoint Operating.

 

3.Members’ Capital:

 

Capitalization and Distributions – LongPoint II is a Colorado limited liability company with membership interests owned by a group of investor members (the “Investor Members”) and LongPoint Holdings, LLC, a Colorado limited liability company (“Holdings”).

 

During the three months ended March 31, 2023 and 2022, the Company made distributions to the Investor Members and Holdings of $16.5 million and $13.8 million, respectively.

 

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LONGPOINT MINERALS II, LLC AND SUBSIDIARY

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The state of Oklahoma requires operators to withhold 5% of all production revenues associated with royalty interests held by non-residents of Oklahoma to be offset against state income taxes. Similarly, the state of New Mexico requires operators to withhold 4.9% of all production revenues associated with all interests held by non-residents. As LongPoint II is not subject to income taxes as a limited liability company, the tax liability associated with the operations of LongPoint II is the responsibility of the Investor Members and Holdings. As such, the balance of the state withholdings has been reflected as an equity distribution. The total distributions attributable to state withholdings in the three months ended March 31, 2023 and 2022 were $0.4 million for both periods.

 

4.Related Party Transactions:

 

LongPoint II incurred total fees of $0.9 million related to the Services Agreement with LongPoint Operating during both three-month periods ended March 31, 2023 and 2022. These fees are reflected in “General and administrative” line in the statements of operations. At March 31, 2023 and December 31, 2022, $0.3 million was due to LongPoint Operating, at each period and is reflected in “Accounts payable and accrued expenses” in the accompanying balance sheets.

 

NorthPoint, an entity owned by an officer of the Company, owns or has certain rights to (i) third party software, (ii) propriety information and data and (iii) furniture, fixtures and equipment and other personal property located at the current office space utilized by FourPoint Energy. The Company has entered into a Usage Agreement with NorthPoint for the use of these assets. LongPoint incurred $0.1 million of fees related to the Usage Agreement in both of the three-month periods ended March 31, 2023 and 2022. No balance was due to NorthPoint at March 31, 2023 and December 31, 2022.

 

5.Subsequent Events:

 

The Company has evaluated events through August 1, 2023, the date these financial statements were issued. In April and May 2023, the Company issued distributions of $16.8 million and $17.9 million, respectively, to the Investor Members and Holdings.

 

In May 2023, the Committee of Managers launched a process to market the mineral and royalty assets of LongPoint II for sale. As a result of the marketing process, in July 2023 the Committee of Managers informed management that it had selected an offer from a bidder for total cash consideration of $455.0 million for all of the issued and outstanding membership interests of Cherry Creek Minerals, LLC. Cherry Creek Minerals, LLC holds all of the mineral and royalty interests of the Company. The purchase agreement with respect to the transaction is anticipated to be executed in early August 2023.

 

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