Exhibit 99.1
Unaudited Pro Forma Condensed Consolidated Financial Information
This unaudited pro forma condensed consolidated financial information has been prepared to reflect Regency Energy Partners LP’s (“the Partnership”) disposition of Regency Intrastate Gas LP, previously disclosed on a Form 8-K dated March 18, 2009. During 2009, the Partnership adopted the following new accounting standards, all of which require retrospective application:
● | SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51” |
| EITF 07-4 "Application of the Two-Class Method under FASB Statement No. 128 to Master Limited Partnerships" and |
| FSP EITF 03-6-1 “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” |
The Partnership applied the guidance of Statement of Financial Accounting Standard No. 141 (R), “Business Combinations.” The pro forma adjustments, which were prepared applying the rules established by the Securities and Exchange Commission in Article 11 of Regulation S-X, have been applied to the unaudited combined financial statements presented in accordance with Rule 3-05 of Regulation S-X.
The income statement for the year ended December 31, 2008 reflects the pro forma adjustments as though the disposition occurred on January 1, 2008. The balance sheet as of December 31, 2008, reflects the disposition as if it occurred on that date. The financial statements have been recast to conform to SFAS No. 160, EITF 07-4, and FSP EITF 03-6-1.
The historical financial information included in the column entitled “December 31, 2008” was derived from the Partnership’s audited financial statements included in its Form 10-K for the year ended December 31, 2008.
The historical financial information included in the columns entitled “Regency Intrastate Gas LP” was derived from unaudited financial statements for the year ended December 31, 2008. Amounts shown as reductions in this column represent the disposition of Regency Intrastate Gas LP.
The unaudited pro forma combined financial information is based on assumptions that the Partnership believes are reasonable under the circumstances and are intended for informational purposes only. Actual results may differ from the estimates and assumptions used. They are not necessarily indicative of the financial results that would have occurred if this disposition had taken place on the dates indicated, nor are they indicative of future consolidated results.
Regency Energy Partners LP | |
Unaudited Pro Forma Condensed Consolidated Balance Sheet | |
(in thousands except unit data) | |
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| | December 31, 2008 | | | Regency Intrastate Gas LP | | | Pro Forma Adjustments | | | Pro Forma Combined | |
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ASSETS | | | | | | | | | | | | | | |
Current Assets: | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 599 | | | $ | - | | | $ | 80,608 | | a | | | $ | 599 | |
| | | | | | | | | | | (80,608 | ) | b | | | | | |
Restricted cash | | | 10,031 | | | | - | | | | - | | | | | | 10,031 | |
Trade accounts receivable, net of allowance of $941 | | | 40,875 | | | | (1,948 | ) | | | - | | | | | | 38,927 | |
Accrued revenues | | | 96,712 | | | | (3,496 | ) | | | - | | | | | | 93,216 | |
Related party receivables | | | 855 | | | | - | | | | - | | | | | | 855 | |
Assets from risk management activities | | | 73,993 | | | | - | | | | - | | | | | | 73,993 | |
Other current assets | | | 13,338 | | | | (3,062 | ) | | | - | | | | | | 10,276 | |
Total current assets | | | 236,403 | | | | (8,506 | ) | | | - | | | | | | 227,897 | |
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Property, plant and equipment | | | | | | | | | | | | | | | | | | |
Gathering and transmission systems | | | 652,267 | | | | (207,677 | ) | | | - | | | | | | 444,590 | |
Compression equipment | | | 799,527 | | | | (31,749 | ) | | | - | | | | | | 767,778 | |
Gas plants and buildings | | | 156,246 | | | | (263 | ) | | | - | | | | | | 155,983 | |
Other property, plant and equipment | | | 167,256 | | | | (24,877 | ) | | | - | | | | | | 142,379 | |
Construction-in-progress | | | 154,852 | | | | (56,465 | ) | | | (80,608 | ) | a | | | | 17,779 | |
Total property, plant and equipment | | | 1,930,148 | | | | (321,031 | ) | | | (80,608 | ) | | | | | 1,528,509 | |
Less accumulated depreciation | | | (226,594 | ) | | | 41,448 | | | | - | | | | | | (185,146 | ) |
Property, plant and equipment, net | | | 1,703,554 | | | | (279,583 | ) | | | (80,608 | ) | | | | | 1,343,363 | |
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Other Assets: | | | | | | | | | | | | | | | | | | |
Intangible assets, net of accumulated amortization of $21,554 | | | 205,646 | | | | (2,977 | ) | | | - | | | | | | 202,669 | |
Long-term assets from risk management activities | | | 36,798 | | | | - | | | | - | | | | | | 36,798 | |
Goodwill | | | 262,358 | | | | (34,244 | ) | | | - | | | | | | 228,114 | |
Investment in unconsolidated subsidiary | | | - | | | | - | | | | 400,000 | | c | | | | 400,000 | |
Other, net of accumulated amortization of debt issuance costs of $5,246 | | | 13,880 | | | | - | | | | - | | | | | | 13,880 | |
Total other assets | | | 518,682 | | | | (37,221 | ) | | | 400,000 | | | | | | 881,461 | |
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TOTAL ASSETS | | $ | 2,458,639 | | | $ | (325,310 | ) | | $ | 319,392 | | | | | $ | 2,452,721 | |
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LIABILITIES & PARTNERS' CAPITAL | | | | | | | | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | | | | | | | | |
Trade accounts payable | | $ | 65,483 | | | $ | (10,253 | ) | | $ | - | | | | | $ | 55,230 | |
Accrued cost of gas and liquids | | | 76,599 | | | | - | | | | - | | | | | | 76,599 | |
Escrow payable | | | 10,031 | | | | - | | | | - | | | | | | 10,031 | |
Liabilities from risk management activities | | | 42,691 | | | | - | | | | - | | | | | | 42,691 | |
Other current liabilities | | | 22,146 | | | | (2,293 | ) | | | - | | | | | | 19,853 | |
Total current liabilities | | | 216,950 | | | | (12,546 | ) | | | - | | | | | | 204,404 | |
| | | | | | | | | | | | | | | | | | |
Long-term liabilities from risk management activities | | | 560 | | | | - | | | | - | | | | | | 560 | |
Other long-term liabilities | | | 15,487 | | | | - | | | | - | | | | | | 15,487 | |
Long-term debt | | | 1,126,229 | | | | - | | | | (80,608 | ) | b | | | | 1,045,621 | |
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Commitments and contingencies | | | | | | | | | | | | | | | | | | |
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Partners' Capital and noncontrolling interest | | | | | | | | | | | | | | | | | | |
Common units (55,519,903 units authorized; 54,796,701 units issued and outstanding at December 31, 2008) | | | 764,161 | | | | (312,764 | ) | | | 400,000 | | c | | | | 851,397 | |
Class D common units (7,276,506 units authorized, issued and outstanding at December 31, 2008) | | | 226,759 | | | | - | | | | - | | | | | | 226,759 | |
Subordinated units (19,103,896 units authorized, issued and outstanding at December 31, 2008) | | | (1,391 | ) | | | - | | | | - | | | | | | (1,391 | ) |
General partner interest | | | 29,283 | | | | - | | | | - | | | | | | 29,283 | |
Accumulated other comprehensive income (loss) | | | 67,440 | | | | - | | | | - | | | | | | 67,440 | |
Noncontrolling interest | | | 13,161 | | | | | | | | | | | | | | 13,161 | |
Total partners' capital | | | 1,099,413 | | | | (312,764 | ) | | | 400,000 | | | | | | 1,186,649 | |
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TOTAL LIABILITIES AND PARTNERS' CAPITAL | | $ | 2,458,639 | | | $ | (325,310 | ) | | $ | 319,392 | | | | | $ | 2,452,721 | |
| | | | | | | | | | | | | | | | | | |
See accompanying notes to unaudited pro forma condensed consolidated financial information | |
| |
Unaudited Pro Forma Condensed Consolidated Income Statement | |
(in thousands except unit data and per unit data) | |
| | | | | | | | | | | | | |
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| | Year Ended December 31, 2008 | | | Regency Intrastate Gas LP | | | Pro Forma Adjustments | | | Pro Forma Combined | |
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REVENUES | | | | | | | | | | | | | |
Gas sales | | $ | 1,126,760 | | | $ | (2,800 | ) | | $ | - | | | | $ | 1,123,960 | |
NGL sales | | | 409,476 | | | | - | | | | - | | | | | 409,476 | |
Gathering, transportation and other fees, including related party amount of $3,763 | | | 286,507 | | | | (51,088 | ) | | | - | | | | | 235,419 | |
Net realized and unrealized gain (loss) from risk management activities | | | (21,233 | ) | | | - | | | | - | | | | | (21,233 | ) |
Other | | | 62,294 | | | | (401 | ) | | | - | | | | | 61,893 | |
Total revenues | | | 1,863,804 | | | | (54,289 | ) | | | - | | | | | 1,809,515 | |
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OPERATING COSTS AND EXPENSES | | | | | | | | | | | | | | | | | |
Cost of sales, including related party amount of $1,878 | | | 1,408,333 | | | | 12,600 | | | | - | | | | | 1,420,933 | |
Operation and maintenance | | | 131,629 | | | | (3,539 | ) | | | - | | | | | 128,090 | |
General and administrative | | | 51,323 | | | | (11 | ) | | | (6,000 | ) | d | | | 45,312 | |
Loss (gain) on asset sales, net | | | 472 | | | | (44 | ) | | | (134,713 | ) | e | | | (134,285 | ) |
Management services termination fee | | | 3,888 | | | | - | | | | - | | | | | 3,888 | |
Transaction expenses | | | 1,620 | | | | - | | | | - | | | | | 1,620 | |
Depreciation and amortization | | | 102,566 | | | | (14,099 | ) | | | - | | | | | 88,467 | |
Total operating costs and expenses | | | 1,699,831 | | | | (5,093 | ) | | | (140,713 | ) | | | | 1,554,025 | |
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OPERATING INCOME | | | 163,973 | | | | (49,196 | ) | | | 140,713 | | | | | 255,490 | |
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Interest expense, net | | | (63,243 | ) | | | - | | | | 4,587 | | f | | | (58,656 | ) |
Income from unconsolidated subsidiary | | | - | | | | - | | | | 16,419 | | g | | | 16,419 | |
Other income and deductions, net | | | 332 | | | | (11 | ) | | | - | | | | | 321 | |
INCOME BEFORE INCOME TAXES | | | 101,062 | | | | (49,207 | ) | | | 161,719 | | | | | 213,574 | |
Income tax benefit | | | (266 | ) | | | - | | | | - | | | | | (266 | ) |
NET INCOME | | | 101,328 | | | | (49,207 | ) | | | 161,719 | | | | | 213,840 | |
Net income attributable to noncontrolling interest | | | 312 | | | | - | | | | - | | | | | 312 | |
NET INCOME ATTRIBUTABLE TO REGENCY ENERGY PARTNERS LP | | $ | 101,016 | | | $ | (49,207 | ) | | $ | 161,719 | | | | $ | 213,528 | |
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General partner's interest in current period net income (loss), including IDR | | | 4,303 | | | | | | | | | | | | | 6,553 | |
Allocation of net income to non-vested units | | | 869 | | | | | | | | | | | | | 1,890 | |
Beneficial conversion feature for Class D common units | | | 7,199 | | | | | | | | | | | | | 7,199 | |
Limited partners' interest in net income | | $ | 88,645 | | | | | | | | | | | | $ | 197,886 | |
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Basic and Diluted earnings per unit: | | | | | | | | | | | | | | | | | |
Amount allocated to common and subordinated units | | $ | 88,645 | | | | | | | | | | | | $ | 197,886 | |
Weighted average number of common and subordinated units outstanding | | | 66,190,626 | | | | | | | | | | | | | 66,190,626 | |
Basic income per common and subordinated unit | | $ | 1.34 | | | | | | | | | | | | $ | 2.99 | |
Diluted income per common and subordinated unit | | $ | 1.28 | | | | | | | | | | | | $ | 2.74 | |
Distributions per unit | | $ | 1.71 | | | | | | | | | | | | $ | 1.71 | |
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Amount allocated to Class D common units | | $ | 7,199 | | | | | | | | | | | | $ | 7,199 | |
Total number of Class D common units outstanding | | | 7,276,506 | | | | | | | | | | | | | 7,276,506 | |
Income per Class D common unit due to beneficial conversion feature | | $ | 0.99 | | | | | | | | | | | | $ | 0.99 | |
Distributions per unit | | $ | - | | | | | | | | | | | | $ | - | |
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See accompanying notes to unaudited pro forma condensed consolidated financial information | |
Regency Energy Partners LP
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information
Pro Forma Adjustment Explanations
a. | Represents cash consideration received from the Partnership’s RIGS Haynesville Partnership Co. partners to reimburse the Partnership for costs spent to date on the Haynesville Expansion Project. |
b. | Represents the cash received from the Partnership’s RIGS Haynesville Partnership Co. partners, used to repay amounts outstanding under the Partnership’s revolving credit facility. |
c. | Represents estimated fair value of the Partnership’s 38 percent general partner interest in the RIGS Haynesville Partnership Co. at inception. |
d. | Represents the Partnership’s annual fee for operating the RIGS Haynesville Partnership Co. under the Master Services Agreement. |
e. | Represents the Partnership’s gain upon disposition of Regency Intrastate Gas LP as calculated in accordance with Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51.” |
f. | Represents the interest savings from the debt repayment mentioned in note (b) calculated using a 5.69 percent annual rate. |
g. | Represents equity income from unconsolidated subsidiary calculated as 38 percent of Regency Intrastate Gas LP net income. |