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EX-99.1 - EX-99.1 - NATURAL RESOURCE PARTNERS LPd857807dex991.htm

Exhibit 99.2

Unaudited Pro Forma Condensed Consolidated Financial Statements

On October 5, 2014, NRP Oil and Gas LLC (“NRP Oil and Gas”), a wholly owned subsidiary of Natural Resource Partners L.P. (“NRP” or “the Partnership”) entered into an Interest Purchase Agreement (the “Purchase Agreement”) with Kaiser-Whiting, LLC (“Kaiser”) and the owners thereof named in the Purchase Agreement. Pursuant to the Purchase Agreement, NRP Oil and Gas purchased a 40% interest in Kaiser for a purchase price of $340 million, subject to customary purchase price adjustments. The transaction closed on November 12, 2014. Effective November 13, 2014, NRP Oil and Gas withdrew as a member of Kaiser, and an undivided 40% interest in Kaiser’s assets consisting of non-operated working oil and gas properties in the Sanish field in the Williston Basin in North Dakota was distributed out of Kaiser and assigned directly to NRP Oil and Gas. The transactions reflected herein recognize the acquisition of the oil and gas interests as though the acquisition of the membership interests and withdrawal occurred simultaneously. Funding for the acquisition was a combination of issuance of new common units by the Partnership in a public offering, the general partner’s related capital contribution, the issuance by the Partnership of additional 9.125% Senior Notes due 2018 and borrowings under the NRP Oil and Gas revolving credit facility.

The following unaudited pro forma condensed consolidated financial statements have been prepared to give pro forma effect to the completed acquisition, which was accounted for as a business combination, as if the acquisition, the related financing transactions, consisting of a public offering of the Partnership’s common units, the general partner’s capital contribution, the issuance of the Senior Notes and borrowings under the NRP Oil and Gas credit facility had occurred on the dates indicated.

The unaudited pro forma condensed consolidated financial statements include a statement of comprehensive income for the year ended December 31, 2013, together with a balance sheet as of September 30, 2014 and statements of comprehensive income for the nine-month periods ended September 30, 2014 and 2013. The unaudited pro forma condensed consolidated balance sheet was derived from the historical unaudited consolidated balance sheet of the Partnership as of September 30, 2014. The pro forma condensed consolidated statements of comprehensive income were derived from the historical audited consolidated financial statements for the year ended December 31, 2013 and from the unaudited interim financial statements for the nine-month periods ended September 30, 2014 and 2013.

The unaudited pro forma condensed consolidated balance sheet gives effect to the acquisition and related financing transactions as if they had occurred on September 30, 2014. The unaudited pro forma condensed consolidated statements of comprehensive income for the year ended December 31, 2013 and for the nine-month periods ended September 30, 2014 and 2013 give effect to the acquisition and related financing transactions as if they had occurred on January 1, 2013.

The unaudited pro forma condensed consolidated financial statements and the accompanying unaudited pro forma notes should be read in conjunction with the Partnership’s historical financial statements and related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2013, and Quarterly Reports on Form 10-Q for the periods ended September 30, 2014 and 2013, together with the audited Combined Statements of Revenues and Direct Operating Expenses of Properties Acquired by Natural Resource Partners L.P. from Kaiser-Whiting, LLC Under Agreement Dated October 5, 2014, included as Exhibit 99.1 to this Current Report on Form 8-K/A.

The unaudited pro forma condensed consolidated financial statements presented herein are based on the assumptions and adjustments described in the accompanying unaudited pro forma notes. The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes and are not indicative of what the financial position might have been or what results of operations might have been achieved had the acquisition and related transactions occurred as of the dates indicated or the financial position or results of operations that might be achieved for any future periods because they necessarily exclude various operating expenses.


NATURAL RESOURCE PARTNERS L.P.

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

September 30, 2014

Unaudited

(Amounts in thousands)

     NRP Historical      Adjustments           Pro Forma  
ASSETS          

Cash

   $ 78,126       $ (339,000     (A   $ 79,198   
        117,000        (B  
        122,583        (B  
        100,489        (C )(D)   

Other current assets

     45,400             45,400   
  

 

 

    

 

 

     

 

 

 

Total current assets

  123,526      1,072      124,598   

Property and equipment

  47,177      47,177   

Mineral rights, net

  1,385,919      339,000      (A   1,724,919   

Equity and other unconsolidated investments

  262,414      262,414   

Intangible assets

  58,696      58,696   

Other assets

  60,812      2,417      (B   63,229   
  

 

 

    

 

 

     

 

 

 

Total assets

$ 1,938,544    $ 342,489    $ 2,281,033   
  

 

 

    

 

 

     

 

 

 
LIABILITIES AND PARTNERS’ CAPITAL

Current liabilities

$ 128,050    $ 128,050   

Long term debt

  1,017,498      125,000      (B   1,259,498   
  117,000      (B

Other liabilities

  170,530      170,530   

Partners’ capital

  622,466      98,404      (C   722,955   
  2,085      (D
  

 

 

    

 

 

     

 

 

 

Total liabilities and partners’ capital

$ 1,938,544    $ 342,489    $ 2,281,033   
  

 

 

    

 

 

     

 

 

 

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

 

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NATURAL RESOURCE PARTNERS L.P.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(In thousands, except per unit data)

 

     For the Year Ended December 31, 2013  
     NRP Historical     Kaiser      Adjustments         Pro Forma  
                  Unaudited  

Revenues and other income

   $ 358,117      $ 83,263       $ —          $ 441,380   

Depreciation, depletion and amortization

     64,377           17,463      (E)     81,840   

Operating expenses, excluding depreciation and amortization

     57,504        17,051             74,555   
  

 

 

   

 

 

    

 

 

     

 

 

 

Income from operations

     236,236        66,212         (17,463       284,985   

Interest expense

     (64,396        (14,952   (B)     (79,348

Interest income

     238               238   
  

 

 

   

 

 

    

 

 

     

 

 

 

Net income

   $ 172,078      $ 66,212       $ (32,415     $ 205,875   
  

 

 

   

 

 

    

 

 

     

 

 

 

Net income attributable to:

           

General partner

   $ 3,442             $ 4,118   
  

 

 

          

 

 

 

Limited partners

   $ 168,636             $ 201,758   
  

 

 

          

 

 

 

Basic and diluted net income per limited partner unit

   $ 1.54             $ 1.71   
  

 

 

          

 

 

 

Weighted average number of units outstanding

     109,584           8,500      (C)     118,084   
  

 

 

          

 

 

 

Comprehensive income

   $ 172,143             $ 205,940   
  

 

 

          

 

 

 

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

 

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NATURAL RESOURCE PARTNERS L.P.

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, except per unit data)

Unaudited

     Nine Months Ended
September 30, 2014
 
     NRP Historical     Kaiser      Adjustments         Pro Forma  

Revenues and other income

   $ 262,479      $ 50,669       $ —          $ 313,148   

Depreciation, depletion and amortization

     49,618           10,963      (E)     60,581   

Operating expenses, excluding depreciation and amortization

     54,992        11,377             66,369   
  

 

 

   

 

 

    

 

 

     

 

 

 

Income from operations

     157,869        39,292         (10,963       186,198   

Interest expense

     (57,759        (11,214   (B)     (68,973

Interest income

     75               75   
  

 

 

   

 

 

    

 

 

     

 

 

 

Net income

   $ 100,185      $ 39,292       $ (22,177     $ 117,300   
  

 

 

   

 

 

    

 

 

     

 

 

 

Net income attributable to:

           

General partner

   $ 2,004             $ 2,346   
  

 

 

          

 

 

 

Limited partners

   $ 98,181             $ 114,954   
  

 

 

          

 

 

 

Basic and diluted net income per limited partner unit

   $ 0.89             $ 0.97   
  

 

 

          

 

 

 

Weighted average number of units outstanding

     110,504           8,500      (C)     119,004   
  

 

 

          

 

 

 

Comprehensive income

   $ 100,291             $ 117,406   
  

 

 

          

 

 

 

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

 

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NATURAL RESOURCE PARTNERS L.P.

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, except per unit data)

Unaudited

     Nine Months Ended
September 30, 2013
 
     NRP Historical     Kaiser      Adjustments         Pro Forma  

Revenues and other income

   $ 263,373      $ 64,434       $ —          $ 327,807   

Depreciation, depletion and amortization

     50,025           13,250      (E)     63,275   

Operating expenses, excluding depreciation and amortization

     43,804        13,163             57,027   
  

 

 

   

 

 

    

 

 

     

 

 

 

Income from operations

     169,484        51,271         (13,250       207,505   

Interest expense

     (44,619        (11,214   (B)     (55,833

Interest income

     232               232   
  

 

 

   

 

 

    

 

 

     

 

 

 

Net income

   $ 125,097      $ 51,271       $ (24,464     $ 151,904   
  

 

 

   

 

 

    

 

 

     

 

 

 

Net income attributable to:

           

General partner

   $ 2,502             $ 3,038   
  

 

 

          

 

 

 

Limited partners

   $ 122,595             $ 148,866   
  

 

 

          

 

 

 

Basic and diluted net income per limited partner unit

   $ 1.12             $ 1.26   
  

 

 

          

 

 

 

Weighted average number of units outstanding

     109,507           8,500      (C)     118,007   
  

 

 

          

 

 

 

Comprehensive income

   $ 125,243             $ 152,050   
  

 

 

          

 

 

 

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

 

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Note 1. Basis of Presentation

The unaudited pro forma condensed consolidated balance sheet of the Partnership as of September 30, 2014, gives effect to the acquisition of the non-operated working interests in oil and gas assets from Kaiser and the related financing transactions, consisting of a public offering by the Partnership of 8.5 million common units, the related general partner capital contribution, the issuance by the Partnership of $125 million in additional 9.125% Senior Notes due 2018 and borrowings under the NRP Oil and Gas revolving credit facility, as though such transactions occurred at the close of business on September 30, 2014. The unaudited pro forma condensed consolidated statements of comprehensive income for the year ended December 31, 2013 and for the nine-month periods ended September 30, 2014 and 2013 give effect to the acquisition and related financing transactions as if they had occurred on January 1, 2013.

NRP Oil and Gas acquired a 40% member interest in Kaiser on November 12, 2014. On November 13, 2014, NRP Oil and Gas withdrew as a member of Kaiser, and a 40% undivided interest in Kaiser’s assets consisting of non-operated working oil and gas properties in the Sanish field in the Williston Basin in North Dakota was distributed out of Kaiser and assigned directly to NRP Oil and Gas. The amounts reflected as revenues and direct operating expenses in the column labeled “Kaiser” for all periods presented are the combined revenues and expenses of our 40% working interest in the acquired properties which include the historical operations of Kaiser together with certain additional other properties contributed by its owners to Kaiser effective June 1, 2014, as if the properties had been contributed on January 1, 2013. The amounts presented do not include certain historical costs such as general and administrative expenses not directly associated with producing revenues. Historical amounts for depletion and depreciation were also not included.

The unaudited pro forma condensed consolidated financial statements were derived by adjusting the Partnership’s historical financial statements for the acquisition and the related transactions. The unaudited pro forma condensed consolidated financial statements are provided for informational purposes only and are not indicative of the Partnership’s financial position or results of operations had the transaction been consummated on the dates indicated or financial position or results of operations for any future period or date.

The unaudited pro forma condensed consolidated financial statements and accompanying notes to those pro forma statements should be read in conjunction with the Partnership’s historical financial statements, related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2013, and Quarterly Reports on Form 10-Q for the periods ended September 30, 2014 and 2013 together with the audited Combined Statements of Revenues and Direct Operating Expenses of Properties Acquired by Natural Resource Partners L.P. from Kaiser-Whiting, LLC Under Agreement Dated October 5, 2014, included as Exhibit 99.1 to this Current Report on Form 8-K/A.

Note 2. Proved Reserves and Purchase Price Allocation

The acquisition qualifies as a business combination, and as such, the Partnership is required to estimate the fair value of the properties acquired in accordance with the Financial Accounting Standards Board’s authoritative guidance on business combinations. The Partnership has engaged professionals to update reserve studies and to complete the purchase price allocation to the oil and gas interests acquired. Although the purchase price allocation is not complete, the Partnership has initially estimated the fair value of the oil and gas reserves acquired to be approximately $339.0 million, which is considered to be representative of the price paid by a typical market participant. This measurement is expected to result in no goodwill or bargain purchase price being recognized and therefore, the purchase price is reflected in the accompanying pro forma condensed consolidated balance sheet as Mineral Rights. For purposes of estimating depletion in the accompanying pro forma condensed consolidated statements of comprehensive income, the purchase price has been allocated to oil and gas properties on a combined basis using historical estimates of reserves provided by Kaiser. Acquisition costs were not significant to these pro forma statements and were expensed as incurred.

 

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Note 3. Pro Forma Adjustments

The pro forma adjustments made herein are based upon management’s preliminary estimates of the fair value of the oil and gas interests acquired. These estimates are subject to finalization. Final allocation may differ materially from the estimates reflected in these pro forma condensed consolidated financial statements.

A – Record the purchase: Reflects the cash consideration paid at closing for the membership interests. Incidental costs related to the transaction will be expensed as incurred. Such costs are estimated to not be material to the transaction.

B – Record issuance of debt: Reflects the $122.6 million of net proceeds received from the issuance of $125.0 million aggregate principal amount of the Partnership’s 9.125% Senior Notes due 2018 at an offering price of 99.5%. The $2.4 million in discount and debt costs are reflected as other assets. Accretion of the discount and amortization of debt costs are included in the estimate of interest expense. In addition, $117.0 million of borrowings under the NRP Oil and Gas revolving credit facility were used for the acquisition with interest calculated at 1.90%, the rate at closing.

C – Record the issuance of common units: Reflects the cash received with respect to the common units issued in a public offering of common units representing limited partner interests in the Partnership. The Partnership sold approximately 8.5 million common units in the offering at a price of $11.54 per common unit, resulting in $98.4 million in net proceeds to the Partnership.

D – Record the contribution of equity by General Partner: Reflects capital contribution of $2.1 million by NRP’s general partner to maintain its 2% interest in the Partnership.

E – Record depletion: The pro forma adjustments reflect depletion calculated by allocation of the total purchase price to combined estimates of oil and gas reserves acquired based on historical reserve information and production quantities for each of the periods presented provided by Kaiser.

 

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