EXHIBIT 99.1
CFS LOUISIANA MIDSTREAM COMPANY
EL PASO DAUPHIN ISLAND COMPANY, L.L.C.
COMBINED STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES
With Report of Independent Auditors
For the Years Ended December 31, 2004, 2003 and 2002
Report of Independent Auditors
To the Owners of CFS Louisiana Midstream Company and El Paso Dauphin Island Company, L.L.C.
(collectively, the Companies):
We have audited the accompanying statements of combined revenues and direct operating expenses, for
each of the three years in the period ended December 31, 2004. These financial statements are the
responsibility of the Companies management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audit in accordance with auditing standards generally accepted in the United
States. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audit provides a reasonable basis for our opinion.
The accompanying financial statements were prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission (for inclusion in the Current Report on Form
8-K of Crosstex Energy, L.P.) and are not intended to be a complete presentation of the Companies
revenues and expenses.
As discussed in Note 2 to the combined financial statements, the Companies have significant
transaction and relationships with affiliated entities. Because of these relationships, it is
possible that the terms of these transactions are not the same as those that would have resulted
from transactions with wholly unrelated entities.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the combined revenue and direct operating expenses, of the Companies for each of the
three years in the period ended December 31, 2004, in conformity with accounting principles
generally accepted in the United States of America.
/s/ PricewaterhouseCoopers LLP
October 26, 2005
CFS LOUISIANA MIDSTREAM COMPANY
EL PASO DAUPHIN ISLAND COMPANY, L.L.C.
Combined Statements of Revenues and Direct Operating Expenses
Years Ended December 31, 2004, 2003 and 2002
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(in thousands of dollars) |
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2004 |
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2003 |
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2002 |
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Revenues |
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Sales of NGL and NGL products to affiliates |
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$ |
301,665 |
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$ |
243,696 |
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$ |
183,962 |
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Processing and other services |
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Third parties |
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26,252 |
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20,821 |
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14,335 |
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Affiliates |
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2,464 |
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1,741 |
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2,935 |
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330,381 |
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266,258 |
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201,232 |
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Direct Operating Expenses |
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Cost of products and services |
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Third parties |
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179,911 |
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155,008 |
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146,470 |
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Affiliates |
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76,250 |
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50,089 |
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9,078 |
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Operations and maintenance |
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22,229 |
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21,446 |
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24,157 |
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Taxes other than income |
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3,350 |
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3,250 |
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2,742 |
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281,740 |
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229,793 |
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182,447 |
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Excess of revenues over direct operating
expenses |
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$ |
48,641 |
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$ |
36,465 |
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$ |
18,785 |
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The accompanying notes are an integral part of this statement.
3
CFS LOUISIANA MIDSTREAM COMPANY
EL PASO DAUPHIN ISLAND COMPANY, L.L.C.
Notes to Combined Statements of Revenues and Direct Operating Expenses
Note 1 Organization and Nature of Business
Organization
CFS Louisiana Midstream Company and El Paso Dauphin Island Company, L.L.C. are a Delaware
corporation and limited liability company which are owned by subsidiaries of El Paso Corporation.
We own and operate or have interests in assets which provide gas processing, fractionation,
transportation and liquid storage services to our customers through an integrated system. The
facilities are directly interconnected to interstate pipeline and gathering infrastructure located
near gas supply sources, including the Gulf of Mexico and onshore Louisiana. The facilities
receive inlet gas, extract the natural gas liquids (NGLs), fractionate the mixed blend of extracted
NGLs and market the NGLs. The assets are comprised of six processing and fractionation facilities
and NGL storage facilities (South Louisiana Assets).
The terms we, our or us refer to CFS Louisiana Midstream Company and El Paso Dauphin
Island Company, L.L.C. on a combined basis.
Sale to Crosstex Energy, L.P.
In August 2005, El Paso Corporation entered into an agreement to sell us to Crosstex Energy,
L.P. for $500 million, subject to adjustments for working capital and other items as outlined in
the purchase and sales agreement. The parties obligations under the agreement to sell us are
subject to the satisfaction of specified conditions including, among other items, regulatory
approval. This sale is expected to close in the fourth quarter of 2005.
Note 2 Significant Accounting Policies
Basis of Presentation
The accompanying combined statements of revenues and direct operating expenses have been
derived from El Paso Corporations historical accounting records of the combined companies and are
presented to include the historical operations applicable to the South Louisiana Assets. Revenues
and direct operating expenses included in the accompanying combined statements are prepared on the
accrual basis of accounting. All significant intercompany accounts and transactions within the
companies have been eliminated.
Revenues as set forth in the accompanying statements of revenues and direct operating expenses
include revenues from sales of NGL and NGL products and revenues from processing and other
services. Direct operating expenses include cost of products and services (including
transportation and fractionation costs), labor, services, repairs and maintenance, supplies,
utilities, rents and fuel use, property, payroll and franchise taxes.
4
CFS LOUISIANA MIDSTREAM COMPANY
EL PASO DAUPHIN ISLAND COMPANY, L.L.C.
Notes to Combined Statements of Revenues and Direct Operating Expenses
The accompanying statements vary from an income statement in that they do not show certain
expenses that were incurred in connection with El Paso Corporation and its subsidiaries ownership
of us and our operation including general and administrative expenses and income taxes. These
costs were not separately allocated to us and any proforma allocation would not be a reliable
estimate of what these costs would actually have been had we operated historically as stand-alone
entities. In addition, these allocations, if made using historical general and administrative
structures and tax burdens, would not produce allocations that would be indicative of our
historical performance due to greatly different size, structure, operations and accounting of El
Paso Corporation and its subsidiaries. The accompanying combined statements of revenues and direct
operating expenses also do not include provisions for depreciation and amortization, as such
amounts would not be indicative of those costs which are expected to be allocated to property,
plant and equipment upon Crosstex Energys purchase.
Full separate financial statements prepared in accordance with accounting principles generally
accepted in the United States are not presented because the information necessary to prepare such
statements is neither readily available on an individual property basis nor practicable to obtain
in these circumstances. The results set forth in the statements of revenues and direct operating
expenses may not be representative of future operations.
Use of Estimates
The preparation of these combined statements of revenues and direct operating expenses
requires us to make estimates and assumptions that affect the reported amounts of revenues and
expenses. While we believe these estimates are appropriate, actual results can, and often do,
differ from those estimates.
Revenue Recognition
Revenue from processing and other services is recognized in the period the natural gas is
processed for the customer. Our processing contracts generally provide that we are compensated for
our services from the retention of NGL extracted and other fee-based terms. Revenues from the sale
of NGL retained from processing are recognized as sales of NGL and NGL products and recorded upon
the delivery of the NGL products specified in each individual contract. Pricing terms in these
sales contracts are based upon market-related prices for such products and can include pricing
differentials due to factors such as differing delivery locations and markets.
5
CFS LOUISIANA MIDSTREAM COMPANY
EL PASO DAUPHIN ISLAND COMPANY, L.L.C.
Notes to Combined Statements of Revenues and Direct Operating Expenses
Cost of Products and Services
In providing our processing services, we incur and are responsible for costs based on the type
of processing contract. These costs include payments based on contracts which require us to pay
the producer an amount for liquids extracted at a stated contract price and liquid fractionation
costs.
Asset Retirement Obligation
At the end of the economic life of the South Louisiana Assets, certain restoration and
abandonment costs will be incurred by the owner. No accretion expense for these costs is included
in direct operating expenses as we cannot reasonably estimate the fair value of the retirement
obligation.
Note 3 Commitments and Contingencies
Hurricanes Katrina and Rita. Hurricanes Katrina and Rita have impacted our operations for
calendar 2005. Our wholly-owned Sabine Pass Plant complex experienced damage from Hurricane Rita.
Although the plant appears to be in good structural condition, the wind and water damaged several
pieces of equipment, several small non-critical buildings and other structures associated with the
plant and caused a power and supply interruption. We estimate that the cost to place the complex
back in service will be in the range of $1 million to $2 million. In addition, the Blue Water
Processing Plant, of which we own approximately 24 percent, is currently out of service.
Texas Gas Transmission Audit. Texas Gas Transmission, LLC, which currently delivers natural
gas processed at our Eunice Plant, on August 24, 2005, sent us a letter stating that, in its
opinion, we were in breach of our contract with Texas Gas. That letter did not specify the
nature of the alleged breach, did not allege any damages or any alleged amounts, although it
alleged differences between the volumes that Texas Gas delivered to us and the volumes that we
redelivered to Texas Gas. We believe we have performed all of our material obligations under our
contract with Texas Gas. However, if it were determined that we had not, we do not believe any
related damages, if any are ultimately proven, would adversely affect us in any material respect.
6
CFS LOUISIANA MIDSTREAM COMPANY
EL PASO DAUPHIN ISLAND COMPANY, L.L.C.
Notes to Combined Statements of Revenues and Direct Operating Expenses
Note 4 Cash Flow Information
Capital expenditures during the year ended December 31, 2004 were $10.3 million which does not
include the non-cash capital contribution of an asset valued at $9.4 million acquired in
conjunction with the sale of an equity investment but does include cash expenditures of $4.0
million to install the acquired asset. Capital expenditures were $10.9 million (which includes a
$7.0 million construction in aid payment to a third party for the rights to use the constructed
pipelines) and $4.6 million during each of the years ended December 31, 2003 and 2002. Other cash
flow information is not available as the necessary detail records to prepare cash flow statements
are not kept at the South Louisiana Asset level.
Note 5 Omitted Expenses (Unaudited)
Depreciation, depletion and amortization of $3.8 million, $3.2 million and $2.9 million for
the years ended December 31, 2004, 2003 and 2002 have been omitted from the accompanying statements
of revenues and direct operating expenses as these amounts are not indicative of future amounts.
Note 6 Interim Statements of Revenues and Direct Operating Expenses (Unaudited)
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(in thousands of dollars) |
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Nine Months Ended |
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September 30 |
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2005 |
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2004 |
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Revenues |
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Sales of NGL and NGL products to affiliates |
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$ |
246,496 |
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$ |
213,592 |
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Processing and other services |
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Third parties |
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22,414 |
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20,246 |
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Affiliates |
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1,918 |
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1,765 |
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270,828 |
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235,603 |
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Direct Operating Expenses |
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Cost of products and services |
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Third parties |
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162,887 |
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129,220 |
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Affiliates |
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62,711 |
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55,363 |
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Operations and maintenance |
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15,592 |
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16,870 |
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Taxes other than income |
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2,758 |
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2,627 |
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243,948 |
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204,080 |
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Excess of revenues over direct operating expenses |
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$ |
26,880 |
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$ |
31,523 |
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7