EXHIBIT 99.2

 

Crosstex Energy, L. P.
Unaudited Pro Forma Combined Financial Statements

 

Introduction

 

The following are our unaudited combined pro forma balance sheet as of March 31, 2012, and our unaudited combined pro forma statements of operations for the year ended December 31, 2011 and the three months ended March 31, 2012.

 

The unaudited pro forma combined balance sheet assumes that the following transactions occurred on March 31, 2012:

 

·                  the acquisition (the “Clearfield Acquisition”) of Clearfield Energy, Inc. (“Clearfield”) for $210.0 million in cash before working capital adjustments;

·                  our issuance of $250.0 million in aggregate principal amount of 7.125% senior unsecured notes due 2022 (the “2022 Notes”) for net proceeds of $245.0 million, net of transaction costs, the proceeds of which were used to partially finance the Clearfield Acquisition;

·                  our offering of 10,120,000 common units at a unit price of $16.28 ($15.63 net of transaction costs) for net proceeds of $161.1 million, including a $3.4 million capital contribution from our general partner, the proceeds of which were used to partially finance the Clearfield Acquisition.

 

Our unaudited pro forma combined statements of operations for the year ended December 31, 2011 and the three months ended March 31, 2012 reflect the aforementioned transactions as if each such transaction occurred as of January 1, 2011.

 

The pro forma balance sheet and the pro forma statements of operations were derived by adjusting the historical financial statements of Crosstex Energy, L.P. The adjustments are based on currently available information and, therefore, the actual adjustments may differ from the pro forma adjustments.

 

Management believes that the adjustments provide a reasonable basis for presenting the significant effects of the Clearfield Acquisition, issuance of the 2022 Notes and issuance of common units. The unaudited pro forma financial statements do not purport to present the financial position or results of operations of Crosstex Energy, L.P. had the Clearfield Acquisition, the 2022 Notes issuance or issuance of common units actually been completed as of the dates indicated. Moreover, the statements do not project the financial position or results of operations of Crosstex Energy, L.P. for any future date or period.

 



 

CROSSTEX ENERGY, L.P.

Unaudited Pro Forma Combined Balance Sheet

March 31, 2012

(In thousands, except unit data)

 

 

 

Crosstex
Historical

 

Clearfield
Historical

 

Pro Forma
Adjustments

 

Pro Forma

 

ASSETS

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

20,630

 

$

 

$

245,000

(a)

$

86,684

 

 

 

 

 

 

 

22,138

(b)

 

 

 

 

 

 

 

 

(201,084

)(d)

 

 

Accounts and notes receivable, net:

 

 

 

 

 

 

 

 

 

Trade, accrued revenues, and other

 

130,975

 

21,475

 

 

152,450

 

Fair value of derivative assets

 

1,274

 

 

 

 

1,274

 

Natural gas and natural gas liquids, prepaid expenses and other

 

16,338

 

2,676

 

(2,459

)(c)

16,555

 

Total current assets

 

169,217

 

24,151

 

63,595

 

256,963

 

Property and equipment, net of accumulated depreciation

 

1,251,304

 

46,421

 

52,379

(d)

1,350,104

 

Fair value of derivative assets

 

131

 

 

 

131

 

Intangible assets, net of accumulated amortization

 

438,734

 

 

37,600

(d)

476,334

 

Goodwill

 

 

 

165,966

(d)

165,966

 

Investment in limited liability company

 

39,860

 

 

 

39,860

 

Assets held for sale

 

 

27,394

 

(27,394

)(c)

 

Other assets, net

 

24,204

 

10,147

 

5,000

(a)

29,820

 

 

 

 

 

 

 

(9,531

)(c)

 

 

Total assets

 

$

1,923,450

 

$

108,113

 

$

287,615

 

$

2,319,178

 

LIABILITIES AND PARTNERS’ EQUITY

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable, drafts payable, and other

 

$

16,389

 

$

39,671

 

$

 

$

56,060

 

Accrued gas purchases

 

80,203

 

 

 

80,203

 

Fair value of derivative liabilities

 

4,843

 

 

 

4,843

 

Other current liabilities

 

46,828

 

181

 

1,000

(d)

48,009

 

Accrued interest

 

8,991

 

 

 

8,991

 

Total current liabilities

 

157,254

 

39,852

 

1,000

 

198,106

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

852,883

 

 

250,000

(a)

963,883

 

 

 

 

 

 

 

(139,000

)(b)

 

 

Liabilities directly related to assets held for sale

 

 

3,514

 

(3,514

)(c)

 

Other long-term liabilities

 

23,156

 

3,726

 

(3,554

)(c)

37,328

 

 

 

 

 

 

 

14,000

(d)

 

 

Deferred tax liability

 

7,067

 

1,688

 

68,478

(d)

77,233

 

Fair value of derivative liabilities

 

110

 

 

 

110

 

Commitments and contingencies

 

 

 

 

 

Partners’ equity

 

882,980

 

59,333

 

161,138

(b)

1,042,518

 

 

 

 

 

 

 

(32,316

)(c)

 

 

 

 

 

 

 

 

(1,600

)(d)

 

 

 

 

 

 

 

 

(27,017

)(d)

 

 

Total liabilities and partners’ equity

 

$

1,923,450

 

$

108,113

 

$

287,615

 

$

2,319,178

 

 



 

Unaudited Pro Forma Combined Statement of Operations

Three Months ended March 31, 2012

(In thousands, except unit data)

 

 

 

Crosstex
Historical

 

Clearfield
Historical

 

Pro Forma
Adjustments

 

Pro Forma

 

 

Revenues

 

$

371,709

 

$

66,660

 

$

 

$

438,369

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

Purchased oil, gas and NGLs

 

271,956

 

52,819

 

 

324,775

 

Operating expenses

 

27,806

 

6,664

 

 

34,470

 

General and administrative

 

14,963

 

1,669

 

 

16,632

 

Gain on sale of property

 

(98

)

(1

)

 

(99

)

Loss on derivatives

 

2,169

 

 

 

2,169

 

Depreciation and amortization

 

32,178

 

1,444

 

709

(e)

34,331

 

Total operating costs and expenses

 

348,974

 

62,595

 

709

 

412,278

 

Operating income (loss)

 

22,735

 

4,065

 

(709

)

26,091

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest expense, net of interest income

 

(19,382

)

(44

)

(3,898

)(f)

(23,324

)

Other income

 

12

 

128

 

 

140

 

Total other (expense) income

 

(19,370

)

84

 

(3,898

)

(23,184

)

Income (loss) from continuing operations before non-controlling interest and income taxes

 

3,365

 

4,149

 

(4,607

)

2,907

 

Income tax provision

 

(424

)

(1,910

)

1,460

(g)

(874

)

Net income (loss) from continuing operations

 

2,941

 

2,239

 

(3,147

)

2,033

 

Less: Net (loss) income from continuing operations attributable to the non-controlling interest

 

(38

)

71

 

(71

)(h)

(38

)

Net income (loss) attributable to Crosstex Energy, L.P.

 

$

2,979

 

$

2,168

 

$

(3,076

)

$

2,071

 

Preferred interest in net income (loss) attributable to Crosstex Energy, L.P.

 

$

4,853

 

 

 

$

 

$

4,853

 

General partner interest in net income (loss)

 

$

(71

)

 

 

$

132

(i)

$

61

 

Limited partners’ interest in net income (loss)

 

$

(1,803

)

 

 

$

(1,040

)

$

(2,843

)

 

 

 

 

 

 

 

 

 

 

Net loss per limited partners’ unit:

 

 

 

 

 

 

 

 

 

Basic and diluted common unit

 

$

(0.03

)

 

 

 

 

$

(0.04

)

 

 

 

 

 

 

 

 

 

 

Weighted average units outstanding:

 

 

 

 

 

 

 

 

 

Basic and diluted common unit

 

50,857

 

 

 

10,120

 

60,977

 

 



 

CROSSTEX ENERGY, L.P.

Unaudited Pro Forma Combined Statement of Operations

Year Ended December 31, 2011

(In thousands, except unit data)

 

 

 

Crosstex
Historical

 

Clearfield
Historical

 

Pro Forma
Adjustments

 

Pro Forma

 

Revenues:

 

 

 

 

 

 

 

 

 

Midstream

 

$

2,013,942

 

$

252,926

 

$

 

$

2,266,868

 

Total revenues

 

2,013,942

 

252,926

 

 

2,266,868

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

Purchased oil, gas and NGLs

 

1,638,777

 

208,823

 

 

1,847,600

 

Operating expenses

 

111,778

 

26,473

 

 

138,251

 

General and administrative

 

52,801

 

3,974

 

 

56,775

 

Loss (gain) on sale of property

 

264

 

(12

)

 

252

 

Loss on derivatives

 

7,776

 

 

 

7,776

 

Depreciation and amortization

 

125,284

 

5,543

 

3,070

(e)

133,897

 

Total operating costs and expenses

 

1,936,680

 

244,801

 

3,070

 

2,184,551

 

Operating income

 

77,262

 

8,125

 

(3,070

)

82,317

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest expense, net of interest income

 

(79,233

)

(488

)

(17,655

)(f)

(97,376

)

Other income

 

707

 

311

 

 

 

1,018

 

Total other expense

 

(78,526

)

(177

)

(17,655

)

(96,358

)

(Loss) income from continuing operations before non-controlling interest and income taxes

 

(1,264

)

7,948

 

(20,725

)

(14,041

)

Income tax provision

 

(1,126

)

(2,540

)

739

(g)

(2,927

)

Net income (loss) from continuing operations

 

(2,390

)

5,408

 

(19,986

)

(16,968

)

Less: Net loss from continuing operations attributable to the non-controlling interest

 

(48

)

(5

)

5

(h)

(48

)

Net (loss) income attributable to Crosstex Energy, L.P.

 

$

(2,342

)

$

5,413

 

$

(19,991

)

$

(16,920

)

Preferred interest in net income attributable to Crosstex Energy, L.P.

 

18,088

 

 

 

$

 

$

18,088

 

General partner interest in net income (loss)

 

$

(732

)

 

 

$

76

(i)

$

(656

)

Limited partners’ interest in net income (loss)

 

$

(19,698

)

 

 

$

(14,654

)

$

(34,352

)

 

 

 

 

 

 

 

 

 

 

Net loss per limited partners’ unit:

 

 

 

 

 

 

 

 

 

Basic and diluted common unit

 

$

(0.38

)

 

 

 

 

$

(0.55

)

 

 

 

 

 

 

 

 

 

 

Weighted average units outstanding:

 

 

 

 

 

 

 

 

 

Basic and diluted common unit

 

50,590

 

 

 

10,120

 

60,710

 

 



 

Crosstex Energy, L.P.

 

Notes to Unaudited Pro Forma Combined Financial Statements

 

Offering and Transactions

 

The unaudited pro forma combined balance sheet assumes that the following transactions occurred on March 31, 2012:

 

·                  the acquisition (the “Clearfield Acquisition”) of Clearfield Energy, Inc. (“Clearfield”) for $210.0 million and direct acquisition costs of $1.6 million;

·                  our issuance of $250.0 million in aggregate principal amount of 7.125% senior unsecured notes for net proceeds of $245.0 million, net of transaction costs, the proceeds of which were used to partially finance the Clearfield Acquisition;

·                  our offering of 10,120,000 common units at a unit price of $16.28 ($15.63 net of transaction costs) for net proceeds of $161.1 million, including a $3.4 million capital contribution from our general partner, the proceeds of which were used to partially finance the Clearfield Acquisition.

 

Our unaudited pro forma combined statements of operations for the year ended December 31, 2011 and the three months ended March 31, 2012 reflect the aforementioned transactions as if each such transaction occurred as of January 1, 2011.

 

The following is a reconciliation of Clearfield’s Audited Financial Statements for the year ended March 31, 2012 to the year ended December 31, 2011 for Pro Forma presentation. Clearfield was on a year ended March 31 reporting year.

 

Reconciliation of Clearfield March 31, 2012 financials

to Year Ended December 31, 2011

(In thousands, except unit data)

 

 

 

Clearfield
Audited
financial as
of March 31,
2012

 

Less: Jan-
March 2012

 

Plus: Jan-
March 2011

 

Year ended
December
31, 2011

 

Revenue

 

$

255,909

 

$

66,660

 

$

63,677

 

$

252,926

 

Total revenues

 

255,909

 

66,660

 

63,677

 

252,926

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

Purchased gas and NGLs

 

210,177

 

52,819

 

51,465

 

208,823

 

Operating expenses

 

26,983

 

6,664

 

6,155

 

26,473

 

General and administrative

 

4,951

 

1,669

 

692

 

3,974

 

Gain on sale of property

 

(3

)

(1

)

(10

)

(12

)

Depreciation and amortization

 

5,656

 

1,444

 

1,330

 

5,543

 

Total operating costs and expenses

 

247,764

 

62,596

 

59,632

 

244,801

 

Operating income

 

8,145

 

4,065

 

4,045

 

8,125

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest expense, net of interest income

 

(288

)

(44

)

(245

)

(488

)

Other income

 

360

 

128

 

80

 

311

 

Total other expense

 

72

 

84

 

(165

)

(177

)

Income from continuing operations before non-controlling interest and income taxes

 

8,217

 

4,149

 

3,879

 

7,948

 

Income tax provision

 

(3,783

)

(1,910

)

(667

)

(2,540

)

Income from continuing operations, before discontinued operations

 

4,434

 

2,239

 

3,212

 

5,408

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

Income from discontinued operations, net of tax

 

3,866

 

1,947

 

2,603

 

4,521

 

Loss from sale of discontinued operations, net of tax

 

(11,427

)

(8,234

)

(1,944

)

(5,137

)

Discontinued operations, net of tax

 

(7,561

)

(6,287

)

658

 

(616

)

Net income (loss)

 

$

(3,127

)

$

(4,048

)

$

3,872

 

$

4,792

 

Less: Net income (loss) from continuing operations attributable to non-controlling interest

 

48

 

71

 

18

 

(5

)

Net income (loss) attributable to Clearfield

 

$

(3,175

)

$

(4,119

)

$

3,854

 

$

4,797

 

 



 

Pro Forma Adjustments to Balance Sheet

 

a)              Reflects the issuance of $250.0 million in aggregate principal amount of the 2022 Notes for net proceeds of $245.0 million, net of $5.0 million of transaction costs.

 

b)             Reflects the issuance of 10,120,000 common units for net proceeds of $161.1 million ($15.63 per common unit and including $3.4 million for the general partner’s contribution) and the use of proceeds to repay $139.0 million of all outstanding bank debt with the remaining net proceeds of $22.1 million in cash.

 

c)              Reflects the elimination of assets reflected in Clearfield’s balance sheet as of March 31, 2012 that we did not acquire, including assets held for sale and affiliate receivables, and the elimination of certain liabilities reflected in Clearfield’s balance sheet as of March 31, 2012 that were not assumed in the acquisition, including liabilities directly related to assets held for sale and employee retirement obligations.

 

d)             Reflects the use of $201.1 million of proceeds (net of working capital adjustments as of March 31, 2012 and $1.6 million of transaction costs) from the 2022 Notes issuance per (a) above to acquire the stock of Clearfield. The adjustments to property and equipment, intangible assets, goodwill, deferred taxes and equity reflect the preliminary purchase price allocation adjustments in accordance with FASB Accounting Standards Codification 805 — “Business Combinations.”  The adjustments to liabilities reflect the recognition of additional purchase obligations of $10.0 million for right-of-way and $5.0 million for additional benefit obligations.  The deferred tax liability was adjusted to reflect the impact of carryover tax basis as compared to the book purchase price due to the acquisition of the Clearfield stock as opposed to an asset acquisition, where the Partnership would not have a difference between financial and tax basis.

 

Pro Forma Adjustments to Consolidated Statement of Operations

 

e)              Reflects additional depreciation and amortization expenses realized from the assets acquired from Clearfield as if the acquisition had occurred on January 1, 2011. The additional depreciation and amortization expenses were calculated based on a straight line basis over 15 years.

 

f)                Represents the adjustment to historical interest expense on debt to be retired and interest expense on the 2022 Notes as follows (in thousands):

 

 

 

Three Months
Ended March
31 , 2012

 

Year Ended
December 31,
2011

 

Increase in interest due to:

 

 

 

 

 

71/8% Senior Unsecured Notes due 2022

 

$

4,454

 

$

18,059

 

Decrease in interest due to:

 

 

 

 

 

Pay down of credit facility

 

(681

)

(904

)

Increase in amortization of deferred financing costs

 

 

 

 

 

71/8% Senior Unsecured Notes due 2022

 

125

 

500

 

Pro Forma increase to interest expense

 

$

3,898

 

$

17,655

 

 

g)             Reflects the adjustment of income tax expense for the estimated tax expense associated with our new subsidiaries acquired in the Clearfield Acquisition (the “Clearfield Entities”). Certain of the Clearfield Entities, that primarily hold only fixed-rate financial instruments, will be treated as a C corporation for tax purposes and therefore are required to pay income tax of an estimated incremental annual amount of $1,800 on their net income, whereas the income (loss) from the remainder of the Clearfield assets will primarily passthrough to the unitholders of the Partnership similar to the Partnership’s legacy results. Historically, Clearfield was owned by a C-corporation and all of its results were subject to income tax.

 

h)             Reflects the elimination of minority interest in conjunction with the Clearfield Acquisition.

 



 

i)                 Reflects the increase in the net loss allocation to the general partner due to the increase in its proportionate 2% share of pro forma net loss relative to the acquisition adjustments and pro forma adjustments and the increase in general partner’s incentive distribution rights (IDRs) resulting from the increased aggregate pro forma distributions related to the 10,120,000 of new common units utilizing the historical per unit distributions for the applicable periods.

 

 

 

Year ended

 

Three months ended

 

 

 

December  2011

 

March 2012

 

GP 2% share of loss

 

$

(291

)

$

(18

)

Increase for IDR

 

367

 

150

 

 

 

 

 

 

 

Net General Partner Adj.

 

$

76

 

132