Exhibit 99.2
Vanguard Natural Resources, LLC and Subsidiaries
Unaudited Pro Forma Consolidated Balance Sheet
The Company acquired certain producing and non-producing oil and gas properties and related assets and liabilities from Lewis on July 28, 2008. The following pro forma consolidated balance sheet has been prepared to reflect the acquisition as if it occurred on June 30, 2008. Pro forma statements of operations have not been provided as the use of forward-looking information would be necessary to meaningfully present the effects of the acquisition. This unaudited pro forma balance sheet has been prepared for comparative purposes only and may not reflect what would have occurred if the Company had completed the acquisition at an earlier date.This pro forma balance sheet should be read in conjunction with the audited December 31, 2007 and unaudited June 30, 2008 consolidated financial statements of Vanguard Natural Resources, LLC.
Vanguard Natural Resources, LLC and Subsidiaries
Unaudited Pro Forma Consolidated Balance Sheet
As of June 30,
| | Vanguard Historical | | Pro Forma | | | Vanguard Pro Forma As Adjusted | |
| | | | | | | | |
Assets | | | | | | | | |
Current assets | | | | | | | | |
Cash and cash equivalents | | $ | 3,900,503 | | $ | — | | | $ | 3,900,503 | |
Trade accounts receivable, net | | | 10,825,985 | | | | | | | 10,825,985 | |
Derivative assets | | | — | | | (a) | | | 1,963,816 | |
Other currents assets | | | 719,273 | | | | | | | 719,273 | |
Total current assets | | | 15,445,761 | | | 1,963,816 | | | | 17,409,577 | |
| | | | | | | | | | | |
Property and equipment | | | | | | | | | | | |
Furniture and fixtures | | | 109,594 | | | | | | | 109,594 | |
Machinery and equipment | | | 163,677 | | | | | | | 163,677 | |
Less: accumulated depreciation | | | (70,234 | ) | | | | | | (70,234 | ) |
Total property and equipment | | | 203,037 | | | — | | | | 203,037 | |
| | | | | | | | | | | |
Natural gas and oil properties, net – full cost method | | | 184,705,095 | | | 51,365,940 | (a) | | | 233,296,185 | |
| | | | | | (a) | | | | |
| | | | | | 820,837 | (a) | | | | |
Other assets | | | | | | | | | | | |
Derivative assets | | | 702,079 | | | 1,631,871 | (a) | | | 2,333,950 | |
Deferred financing costs | | | 973,191 | | | | | | | 973,191 | |
Non-current deposits | | | 45,963 | | | | | | | 45,963 | |
Other assets | | | 1,061,309 | | | | | | | 1,061,309 | |
Total assets | | $ | 203,136,435 | | $ | 52,186,777 | | | $ | 255,323,212 | |
| | | | | | | | | | | |
Liabilities and members’ equity | | | | | | | | | | | |
| | | | | | | | | | | |
Current liabilities | | | | | | | | | | | |
Accounts payable – trade | | $ | 947,507 | | $ | — | | | $ | 947,507 | |
Accounts payable – natural gas and oil | | | 1,034,750 | | | | | | | 1,034,750 | |
Payables to affiliates | | | 4,161,308 | | | | | | | 4,161,308 | |
Derivative liabilities | | | 27,109,030 | | | | | | | 27,109,030 | |
Accrued expenses | | | 3,435,907 | | | | | | | 3,435,907 | |
Total current liabilities | | | 36,688,502 | | | — | | | | 36,688,502 | |
| | | | | | | | | | | |
Long-term debt | | | 102,500,000 | | | 30,005,940 | (b) | | | 132,505,940 | |
Derivative liabilities | | | 47,582,633 | | | | | | | 47,582,633 | |
Asset retirement obligations | | | 1,532,881 | | | 820,837 | (a) | | | 2,353,718 | |
Total liabilities | | | 188,304,016 | | | 30,826,777 | | | | 219,130,793 | |
| | | | | | | | | | | |
Commitments and contingencies | | | | | | | | | | | |
| | | | | | | | | | | |
Members’ equity | | | | | | | | | | | |
Members’ capital, 10,795,000 pre-acquisition and 12,145,873 post-aquisition common units issued and outstanding at June 30, 2008 | | | 19,220,375 | | | 21,360,000 | (a) | | | 40,580,375 | |
Class B units, 420,000 issued and outstanding at June 30, 2008 | | | 3,495,153 | | | | | | | 3,495,153 | |
Other comprehensive loss | | | (7,883,109 | ) | | | | | | (7,883,109 | ) |
Total members’ equity | | | 14,832,419 | | | 21,360,000 | | | | 36,192,419 | |
| | | | | | | | | | | |
Total liabilities and members’ equity | | $ | 203,136,435 | | $ | 52,186,777 | | | $ | 255,323,212 | |
See notes to unaudited pro forma consolidated balance sheet
Vanguard Natural Resources, LLC and Subsidiaries
Notes to Unaudited Pro Forma Consolidated Balance Sheet
(a) | To record the acquisition of certain producing and non-producing oil and gas properties and related assets and liabilities from Lewis. Total cash consideration of $30.0 million (after consideration of preliminary purchase price adjustments of approximately $2.0 million) and VNR stock consideration of $21.4 million (1,350,873 units at $15.81) plus assumption of natural gas swap and collar derivative contracts for gas production from July 2008 through December 2011 ($3.6 million asset) and asset retirement obligation ($0.8 million liability). |
(b) | To record the financing of the cash portion of the acquisition with borrowings from the Company’s reserve-based credit facility. |