EXHIBIT 99.2
Summary Pro Forma and Summary Historical Financial Data
The following table presents American Real Estate Partner, L.P.’s (“AREP”) revenues and income (loss) from continuing operations for the nine months ended September 30, 2004 (unaudited), and the years ended December 31, 2003, 2002 and 2001 on an actual and pro forma basis, which gives effect to the acquisitions, the proposed senior note due 2013 issuance and certain related adjustments and assumptions. We have entered into purchase agreements with affiliates of Mr. Icahn to acquire the following:
| | • | The membership interest in NEG Holding LLC for 11,344,828 Depositary Units valued at $329.0 million. |
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| | • | 100% of the equity of TransTexas Gas Corporation for $180.0 million in cash. |
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| | • | 100% of the equity of Panaco, Inc. for 4,310,345 Depostiary Units valued at $125.0 million. |
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| | • | Approximately 41.2% of the outstanding common stock of GB Holdings, Inc. and warrants to purchase, upon the occurrence of certain events, approximately 11.3% of the fully diluted common stock of Atlantic Holdings for 413,793 Depositary Units valued at $12.0 million. |
The purchase price for the membership interest in NEG Holding, 100% of the equity of TransTexas and 100% of the equity of Panaco is subject to reduction based upon the oil and gas reserve reports of NEG Holdings, TransTexas and Panaco as of January 21, 2005 to be prepared by independent reserve engineering firms.
For purposes of the pro forma calculations, we have assumed the issuance of senior notes due 2013 at a rate of 7% per annum in the principal amount of $300.0 million and the receipt of the proceeds net of estimated fees and expenses of $6.5 million. For every 1/8% increase or decrease in the interest rate, the change in interest expense would be $0.4 million per annum.
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The summary pro forma information contained herein does not comply fully with the pro forma presentation required by SEC rules and regulations.
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| | | | | | | | | | | Twelve Months Ended December 31, | |
| | | Nine Months Ended | | | | | | | | | | |
| | | September 30, 2004 | | | 2003 | | | 2002 | | | 2001 | |
| | | Actual | | | Pro Forma | | | Actual | | | Pro Forma | | | Actual | | | Pro Forma | | | Actual | | | Pro Forma | |
| | | (in millions) | |
| Revenues | | $ | 341.5 | | | $ | 565.0 | | | $ | 373.5 | | | $ | 691.8 | | | $ | 438.5 | | | $ | 739.7 | | | $ | 419.3 | | | $ | 842.6 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Income from continuing operations | | $ | 104.8 | | | $ | 85.7 | | | $ | 58.7 | | | $ | 219.8 | | | $ | 63.4 | | | $ | (19.2 | ) | | $ | 98.2 | | | $ | (215.1 | ) |
The following table presents AREP total assets, total liabilities and partners’/shareholders’ equity as of September 30, 2004 on an actual and pro forma basis:
| | | | | | | | | |
| | | As of September 30, 2004 | |
| | | (in millions) | |
| | | Actual | | | Pro Forma | |
| Total assets | | $ | 2,314.9 | | | $ | 2,941.0 | |
| Total liabilities | | $ | 984.0 | | | $ | 1,517.0 | |
| Partners’/Shareholders’ equity | | $ | 1,330.8 | | | $ | 1,405.3 | |
The following table presents NEG Holding LLC’s revenues and operating income (loss) for the nine months ended September 30, 2004 and the years ended December 31, 2003, 2002 and 2001:
| | | | | | | | | | | | | | | | | |
| | | For Nine Months | | | Year Ended December 31, | |
| | | Ended | | | | | | | | | | |
| | | September 30, | | | | | | | | | | |
| | | 2004 | | | 2003 | | | 2002 | | | 2001 | |
| | | (unaudited) | | | | | | | | | | | | | |
| Revenues | | $ | 43,754,074 | | | $ | 77,605,944 | | | $ | 35,900,900 | | | $ | 7,989,156 | |
| Operating income (loss) | | $ | 10,301,372 | | | $ | 30,840,009 | | | $ | 3,836,437 | | | $ | (1,999,270 | ) |
The following table presents TransTexas Gas Corporation’s revenues and operating income (loss) for the nine months ended September 30, 2004 (unaudited), the eleven months ended December 31, 2003 and the years ended January 31, 2003, 2002 and 2001:
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| | | | | | | | | | | | | | | | | | | | | |
| | | For Nine | | | For Eleven | | | Year Ended January 31, | |
| | | Months | | | Months Ended | | | | | | | | | | |
| | | Ended | | | December 31, | | | | | | | | | | |
| | | September 30, | | | 2003 | | | | | | | | | | |
| | | 2004 | | | | | | 2003 | | | 2002 | | | 2001 | |
| Revenues | | $ | 42,891,413 | | | $ | 53,816,598 | | | $ | 71,080,000 | | | $ | 134,383,000 | | | $ | 190,091,000 | |
| Operating income (loss) | | $ | 15,694,247 | | | $ | 11,558,841 | | | $ | 12,811,000 | | | $ | (195,172,000 | ) | | $ | 62,022,000 | |
The following table presents Panaco, Inc.’s revenues and operating income (loss) for the nine months ended September 30, 2004 (unaudited) and the years ended December 31, 2003, 2002 and 2001:
| | | | | | | | | | | | | | | | | |
| | | For Nine Months | | | Year Ended December 31, | |
| | | Ended | | | | | | | | | | |
| | | September 30, | | | | | | | | | | |
| | | 2004 | | | 2003 | | | 2002 | | | 2001 | |
| | | (unaudited) | | | | | | | | | | | | | |
| Revenues | | $ | 36,762,000 | | | $ | 50,160,000 | | | $ | 39,065,000 | | | $ | 80,213,000 | |
| Operating income (loss) | | $ | 12,846,000 | | | $ | 14,224,000 | | | $ | (40,619,000 | ) | | $ | (6,778,000 | ) |
The following table presents GB Holdings, Inc.’s revenues and income (loss) from operations for the nine months ended September 30, 2004 (unaudited) and the years ended December 31, 2003, 2002 and 2001:
| | | | | | | | | | | | | | | | | |
| | | For Nine Months | | | Year Ended December 31, | |
| | | Ended September | | | | | | | | | | |
| | | 30, 2004 | | | 2003 | | | 2002 | | | 2001 | |
| | | (unaudited) | | | | | | | | | | | | | |
| Net revenues | | $ | 131,543,000 | | | $ | 170,258,000 | | | $ | 193,473,000 | | | $ | 215,749,000 | |
| Income (loss) from operations | | $ | 3,546,000 | | | $ | (3,512,000 | ) | | $ | 4,036,000 | | | $ | 6,829,000 | |
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