Exhibit 99.1
Exhibit 99.1. Selected Financial Data
The historical financial information presented below for the Partnership and our predecessors, Regency LLC Predecessor and Regency Gas Services LP (formerly Regency Gas Services LLC), was derived from our audited consolidated financial statements as of December 31, 2008, 2007, 2006, and 2005, the one-month period ended December 31, 2004, and the eleven-month period ended November 30, 2004. See “Exhibit 99.2—Management’s Discussions and Analysis of Financial Condition and Results of Operations—History of the Partnership and its Predecessor” for a discussion of why our results may not be comparable, either from period to period or going forward.
We refer to Regency Gas Services LLC as “Regency LLC Predecessor” for periods prior to its acquisition by the HM Capital Investors.
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| | | | | | | | | | | | | | | | | | | | | | | | |
| | Regency Energy Partners LP | | | Regency LLC Predecessor | |
| | Year Ended December 31, 2008 | | | Year Ended December 31, 2007 | | | Year Ended December 31, 2006 | | | Year Ended December 31, 2005 | | | Period from Acquisition (December 1, 2004 to December 31, 2004) | | | Period from January 1, 2004 to November 30, 2004 | |
| | (in thousands except per unit data) | |
Statement of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Total revenue | | $ | 1,863,804 | | | $ | 1,190,238 | | | $ | 896,865 | | | $ | 709,401 | | | $ | 47,857 | | | $ | 432,321 | |
Total operating expense | | | 1,699,831 | | | | 1,130,874 | | | | 857,005 | | | | 695,366 | | | | 45,112 | | | | 404,251 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Operating income | | | 163,973 | | | | 59,364 | | | | 39,860 | | | | 14,035 | | | | 2,745 | | | | 28,070 | |
Other income and deductions | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, net | | | (63,243 | ) | | | (52,016 | ) | | | (37,182 | ) | | | (17,880 | ) | | | (1,335 | ) | | | (5,097 | ) |
Loss on debt refinancing | | | — | | | | (21,200 | ) | | | (10,761 | ) | | | (8,480 | ) | | | — | | | | (3,022 | ) |
Other income and deductions, net | | | 332 | | | | 1,252 | | | | 839 | | | | 733 | | | | 64 | | | | 186 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) from continuing operations | | | 101,062 | | | | (12,600 | ) | | | (7,244 | ) | | | (11,592 | ) | | | 1,474 | | | | 20,137 | |
Discontinued operations | | | — | | | | — | | | | — | | | | 732 | | | | — | | | | (121 | ) |
Income tax expense (benefit) | | | (266 | ) | | | 931 | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | 101,328 | | | | (13,531 | ) | | | (7,244 | ) | | | (10,860 | ) | | | 1,474 | | | | 20,016 | |
Net income attributable to noncontrolling interest | | | 312 | | | | 305 | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income attributable to Regency Energy Partners LP | | $ | 101,016 | | | $ | (13,836 | ) | | $ | (7,244 | ) | | $ | (10,860 | ) | | $ | 1,474 | | | $ | 20,016 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Less: | | | | | | | | | | | | | | | | | | | | | | | | |
Net income through January 31, 2006 | | | — | | | | — | | | | 1,564 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) for partners | | $ | 101,016 | | | $ | (13,836 | ) | | $ | (8,808 | ) | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
General partner interest in net income (loss), including IDR | | | 4,303 | | | | (366 | ) | | | (164 | ) | | | | | | | | | | | | |
Net income allocated to non-vested units | | | 869 | | | | (103 | ) | | | (110 | ) | | | | | | | | | | | | |
Benefical conversion feature for Class C common units | | | — | | | | 1,385 | | | | 3,587 | | | | | | | | | | | | | |
Benefical conversion feature for Class D common units | | | 7,199 | | | | — | | | | — | | | | | | | | | | | | | |
Amount allocated to Class B common units | | | — | | | | — | | | | (886 | ) | | | | | | | | | | | | |
Amount allocated to Class E common units | | | — | | | | 5,792 | | | | — | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Limited partner interest | | $ | 88,645 | | | $ | (20,544 | ) | | $ | (11,235 | ) | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic net income (loss) per common and subordinated unit | | $ | 1.34 | | | $ | (0.40 | ) | | $ | (0.29 | ) | | | | | | | | | | | | |
Diluted net income (loss) per common and subordinated unit | | $ | 1.28 | | | | (0.40 | ) | | | (0.29 | ) | | | | | | | | | | | | |
Cash distributions per common and subordinated unit | | | 1.71 | | | | 1.52 | | | | 0.9417 | | | | | | | | | | | | | |
| | | | | | |
Basic and diluted net loss per Class B common unit | | | — | | | | — | | | | (0.17 | ) | | | | | | | | | | | | |
Cash distributions per Class B common unit | | | — | | | | — | | | | — | | | | | | | | | | | | | |
| | | | | | |
Income per Class C common unit due to beneficial conversion feature | | | — | | | | 0.48 | | | | 1.26 | | | | | | | | | | | | | |
Cash distributions per Class C common unit | | | — | | | | — | | | | — | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income per Class D common unit due to beneficial conversion feature | | | 0.99 | | | | — | | | | — | | | | | | | | | | | | | |
Cash distributions per Class D common unit | | | — | | | | — | | | | — | | | | | | | | | | | | | |
| | | | | | |
Basic and diluted net income per Class E common units | | | — | | | | 1.23 | | | | — | | | | | | | | | | | | | |
Cash Distributions per Class E common unit | | | — | | | | 2.06 | | | | — | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | | | | | | |
| | Regency Energy Partners LP | | | Regency LLC Predecessor | |
| | Year Ended December 31, 2008 | | | Year Ended December 31, 2007 | | | Year Ended December 31, 2006 | | | Year Ended December 31, 2005 | | | Period from Acquisition (December 1, 2004) to December 31, 2004 | | | Period from January 1, 2004 to November 30, 2004 | |
| | (in thousands except per unit data) | |
| | | | | | |
Balance Sheet Data (at period end): | | | | | | | | | | | | | | | | | | | | | | | | |
Property, plant and equipment, net | | $ | 1,703,554 | | | $ | 913,109 | | | $ | 734,034 | | | $ | 609,157 | | | $ | 328,784 | | | | | |
Total assets | | | 2,458,639 | | | | 1,278,410 | | | | 1,013,085 | | | | 806,740 | | | | 492,170 | | | | | |
Long-term debt (long-term portion only) | | | 1,126,229 | | | | 481,500 | | | | 664,700 | | | | 428,250 | | | | 248,000 | | | | | |
Partners’ Capital | | | 1,099,413 | | | | 568,186 | | | | 212,657 | | | | 230,962 | | | | 181,936 | | | | | |
Cash Flow Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Net cash flows provided by (used in): | | | | | | | | | | | | | | | | | | | | | | | | |
Operating activities | | $ | 181,298 | | | $ | 79,529 | | | $ | 44,156 | | | $ | 37,340 | | | $ | (4,311 | ) | | $ | 32,401 | |
Investing activities | | | (948,629 | ) | | | (157,933 | ) | | | (223,650 | ) | | | (279,963 | ) | | | (130,478 | ) | | | (84,721 | ) |
Financing activities | | | 734,959 | | | | 99,443 | | | | 184,947 | | | | 242,949 | | | | 132,515 | | | | 56,380 | |
| | | | | | |
Other Financial Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Total segment margin(1) | | $ | 455,471 | | | $ | 214,093 | | | $ | 156,419 | | | $ | 76,536 | | | $ | 6,870 | | | $ | 69,559 | |
EBITDA(1) | | | 266,559 | | | | 94,185 | | | | 69,592 | | | | 30,191 | | | | 4,470 | | | | 35,242 | |
Maintenance capital expenditures | | | 18,247 | | | | 8,764 | | | | 16,433 | | | | 9,158 | | | | 358 | | | | 5,548 | |
| | | | | | |
Segment Financial and Operating Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Gathering and Processing Segment: | | | | | | | | | | | | | | | | | | | | | | | | |
Financial data: | | | | | | | | | | | | | | | | | | | | | | | | |
Segment margin | | $ | 266,839 | | | $ | 160,515 | | | $ | 114,903 | | | $ | 60,864 | | | $ | 6,262 | | | $ | 61,347 | |
Operating expenses | | | 82,689 | | | | 53,496 | | | | 35,008 | | | | 22,362 | | | | 1,655 | | | | 16,230 | |
Operating data: | | | | | | | | | | | | | | | | | | | | | | | | |
Natural gas throughput (MMbtu/d) | | | 1,025,779 | | | | 772,930 | | | | 529,467 | | | | 345,398 | | | | 314,812 | | | | 303,345 | |
NGL gross production (Bbls/d) | | | 22,390 | | | | 21,808 | | | | 18,587 | | | | 14,883 | | | | 16,321 | | | | 14,487 | |
Transportation Segment: | | | | | | | | | | | | | | | | | | | | | | | | |
Financial data: | | | | | | | | | | | | | | | | | | | | | | | | |
Segment margin | | $ | 66,888 | | | $ | 52,548 | | | $ | 40,788 | | | $ | 15,660 | | | $ | 608 | | | $ | 8,165 | |
Operating expenses | | | 3,540 | | | | 4,407 | | | | 4,415 | | | | 1,879 | | | | 159 | | | | 1,500 | |
Operating data: | | | | | | | | | | | | | | | | | | | | | | | | |
Throughput (MMbtu/d) | | | 770,939 | | | | 751,761 | | | | 587,098 | | | | 258,194 | | | | 161,584 | | | | 192,236 | |
Contract Compression: | | | | | | | | | | | | | | | | | | | | | | | | |
Financial data: | | | | | | | | | | | | | | | | | | | | | | | | |
Segment margin | | $ | 125,503 | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | |
Operating expenses | | | 49,799 | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | |
Corporate and Others: | | | | | | | | | | | | | | | | | | | | | | | | |
Financial data: | | | | | | | | | | | | | | | | | | | | | | | | |
Segment margin | | $ | 814 | | | $ | 1,030 | | | $ | 728 | | | $ | 12 | | | $ | — | | | $ | 47 | |
Operating expenses | | | 74 | | | | 97 | | | | 73 | | | | 50 | | | | 5 | | | | 56 | |
(1) | See “—Non-GAAP Financial Measures” for a reconciliation to its most directly comparable GAAP measure. |
N/A | Not applicable as we acquired these assets in January 2008. |
Non-GAAP Financial Measures
We include the following non-GAAP financial measures: EBITDA and total segment margin. We provide reconciliations of these non-GAAP financial measures to their most directly comparable financial measures as calculated and presented in accordance with GAAP.
We define EBITDA as net income plus interest expense, provision for income taxes and depreciation and amortization expense. EBITDA is used as a supplemental measure by our management and by external users of our financial statements such as investors, commercial banks, research analysts and others, to assess:
| • | | financial performance of our assets without regard to financing methods, capital structure or historical cost basis; |
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| • | | the ability of our assets to generate cash sufficient to pay interest costs, support our indebtedness and make cash distributions to our unitholders and General Partner; |
| • | | our operating performance and return on capital as compared to those of other companies in the midstream energy sector, without regard to financing methods or capital structure; and |
| • | | the viability of acquisitions and capital expenditure projects and the overall rates of return on alternative investment opportunities. |
EBITDA should not be considered an alternative to net income, operating income, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP.
EBITDA does not include interest expense, income taxes or depreciation and amortization expense. Because we have borrowed money to finance our operations, interest expense is a necessary element of our costs and our ability to generate cash available for distribution. Because we use capital assets, depreciation and amortization are also necessary elements of our costs. Therefore, any measures that exclude these elements have material limitations. To compensate for these limitations, we believe that it is important to consider both net earnings determined under GAAP, as well as EBITDA, to evaluate our performance.
We define total segment margin as total revenues, including service fees, less cost of gas and liquids. Total segment margin is included as a supplemental disclosure because it is a primary performance measure used by our management as it represents the results of product sales, service fee revenues and product purchases, a key component of our operations. We believe total segment margin is an important measure because it is directly related to our volumes and commodity price changes. Operation and maintenance expense is a separate measure used by management to evaluate operating performance of field operations. Direct labor, insurance, property taxes, repair and maintenance, utilities and contract services comprise the most significant portion of our operation and maintenance expenses. These expenses are largely independent of the volumes we transport or process and fluctuate depending on the activities performed during a specific period. We do not deduct operation and maintenance expenses from total revenues in calculating total segment margin because we separately evaluate commodity volume and price changes in total segment margin. As an indicator of our operating performance, total segment margin should not be considered an alternative to, or more meaningful than, net income as determined in accordance with GAAP. Our total segment margin may not be comparable to a similarly titled measure of another company because other entities may not calculate total segment margin in the same manner.
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| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Regency Energy Partners LP | | | | | Regency LLC Predecessor | |
| | Year Ended December 31, 2008 | | | Year Ended December 31, 2007 | | | Year Ended December 31, 2006 | | | Year Ended December 31, 2005 | | | Period from Acquisition Date (December 1, 2004) to December 31, 2004 | | | | | Period from January 1, 2004 to November 30, 2004 | |
| | (in thousands) | |
Reconciliation of “EBITDA” to net cash flows provided by (used in) operating activities and to net (loss) income | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net cash flows provided by (used in) operating activities | | $ | 181,298 | | | $ | 79,529 | | | $ | 44,156 | | | $ | 37,340 | | | $ | (4,311 | ) | | | | $ | 32,401 | |
Add (deduct): | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization, including debt issuance cost amortization | | | (105,324 | ) | | | (57,069 | ) | | | (39,287 | ) | | | (24,286 | ) | | | (1,793 | ) | | | | | (10,461 | ) |
Write-off of debt issuance costs | | | — | | | | (5,078 | ) | | | (10,761 | ) | | | (8,480 | ) | | | — | | | | | | (3,022 | ) |
Income from unconsolidated subsidiaries | | | — | | | | 43 | | | | 532 | | | | 312 | | | | 56 | | | | | | — | |
Net income attributable to noncontrolling interest | | | (312 | ) | | | (305 | ) | | | — | | | | — | | | | — | | | | | | — | |
Risk management portfolio value changes | | | 14,700 | | | | (14,667 | ) | | | 2,262 | | | | (11,191 | ) | | | 322 | | | | | | — | |
Loss (gain) on asset sales | | | (472 | ) | | | (1,522 | ) | | | — | | | | 1,254 | | | | — | | | | | | — | |
Unit based compensation expenses | | | (4,306 | ) | | | (15,534 | ) | | | (2,906 | ) | | | — | | | | — | | | | | | — | |
Gain on insurance settlement | | | 3,282 | | | | — | | | | — | | | | — | | | | — | | | | | | — | |
Trade accounts receivable and accrued revenues | | | (18,648 | ) | | | 28,789 | | | | 5,506 | | | | 43,012 | | | | (2,568 | ) | | | | | 19,832 | |
Other current assets | | | 6,615 | | | | 1,394 | | | | (104 | ) | | | 2,644 | | | | 2,456 | | | | | | 1,169 | |
Trade accounts payable, accrued cost of gas and liquids and accrued liabilities | | | 40,772 | | | | (30,089 | ) | | | 1,359 | | | | (52,651 | ) | | | (548 | ) | | | | | (18,122 | ) |
Other current liabilities | | | (12,749 | ) | | | 149 | | | | (3,640 | ) | | | (2,075 | ) | | | 1,163 | | | | | | (1,977 | ) |
Proceeds from early termination of interest rate swap | | | — | | | | — | | | | (4,940 | ) | | | — | | | | — | | | | | | — | |
Amount of swap termination proceeds reclassified into earnings | | | — | | | | 1,078 | | | | 3,862 | | | | — | | | | — | | | | | | — | |
Other assets and liabilities | | | (3,840 | ) | | | (554 | ) | | | (3,283 | ) | | | 3,261 | | | | 6,697 | | | | | | 196 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) income attributable to Regency Energy Partners LP | | $ | 101,016 | | | $ | (13,836 | ) | | $ | (7,244 | ) | | $ | (10,860 | ) | | $ | 1,474 | | | | | $ | 20,016 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Add: | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, net | | | 63,243 | | | | 52,016 | | | | 37,182 | | | | 17,880 | | | | 1,335 | | | | | | 5,097 | |
Depreciation and amortization | | | 102,566 | | | | 55,074 | | | | 39,654 | | | | 23,171 | | | | 1,661 | | | | | | 10,129 | |
Income tax expense | | | (266 | ) | | | 931 | | | | — | | | | — | | | | — | | | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA | | $ | 266,559 | | | $ | 94,185 | | | $ | 69,592 | | | $ | 30,191 | | | $ | 4,470 | | | | | $ | 35,242 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Reconciliation of “total segment margin” to net (loss) income attributable to Regency Energy Partners LP | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) income attributable to Regency Energy Partners LP | | $ | 101,016 | | | $ | (13,836 | ) | | $ | (7,244 | ) | | $ | (10,860 | ) | | $ | 1,474 | | | | | $ | 20,016 | |
Add (deduct): | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operation and maintenance | | | 131,629 | | | | 58,000 | | | | 39,496 | | | | 24,291 | | | | 1,819 | | | | | | 17,786 | |
General and administrative | | | 51,323 | | | | 39,713 | | | | 22,826 | | | | 15,039 | | | | 645 | | | | | | 6,571 | |
Loss on asset sales | | | 472 | | | | 1,522 | | | | — | | | | — | | | | — | | | | | | — | |
Management services termination fee | | | 3,888 | | | | — | | | | 12,542 | | | | — | | | | — | | | | | | — | |
Transaction expenses | | | 1,620 | | | | 420 | | | | 2,041 | | | | — | | | | — | | | | | | 7,003 | |
Depreciation and amortization | | | 102,566 | | | | 55,074 | | | | 39,654 | | | | 23,171 | | | | 1,661 | | | | | | 10,129 | |
Interest expense, net | | | 63,243 | | | | 52,016 | | | | 37,182 | | | | 17,880 | | | | 1,335 | | | | | | 5,097 | |
Loss on debt refinancing | | | — | | | | 21,200 | | | | 10,761 | | | | 8,480 | | | | — | | | | | | 3,022 | |
Other income and deductions, net | | | (332 | ) | | | (1,252 | ) | | | (839 | ) | | | (733 | ) | | | (64 | ) | | | | | (186 | ) |
Discontinued operations | | | — | | | | — | | | | — | | | | (732 | ) | | | — | | | | | | 121 | |
Income tax expense (benefit) | | | (266 | ) | | | 931 | | | | — | | | | — | | | | — | | | | | | — | |
Net income attributable to noncontrolling interest | | | 312 | | | | 305 | | | | — | | | | — | | | | — | | | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total segment margin | | $ | 455,471 | | | $ | 214,093 | | | $ | 156,419 | | | $ | 76,536 | | | $ | 6,870 | | | | | $ | 69,559 | |
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