UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-Q
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended
March 31, 2009
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from to
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Commission file number:
000-50536
CROSSTEX ENERGY, INC.
(Exact name of registrant as
specified in its charter)
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Delaware
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52-2235832
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(State of
organization)
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(I.R.S. Employer Identification
No.)
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2501 CEDAR SPRINGS
DALLAS, TEXAS
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75201
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(Address of principal executive
offices)
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(Zip Code)
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(214) 953-9500
(Registrants telephone
number, including area code)
Indicate by check mark whether registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes
þ
No
o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
(§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant
was required to submit and post such
files).
o
Yes
o
No
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
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Large accelerated
filer
þ
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Accelerated
filer
o
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Non-accelerated
filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the
Act). Yes
o
No
þ
As of April 30, 2009, the Registrant had
46,452,911 shares of common stock outstanding.
CROSSTEX
ENERGY, INC.
Condensed
Consolidated Balance Sheets
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March 31,
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December 31,
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2009
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2008
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(Unaudited)
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(In thousands)
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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13,998
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$
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13,959
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Accounts and notes receivable, net:
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Trade, accrued revenue and other
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204,769
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353,364
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Fair value of derivative assets
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10,821
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27,166
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Natural gas and natural gas liquids, prepaid expenses and other
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6,656
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9,658
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Assets held for sale
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170,890
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Total current assets
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407,134
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404,147
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Property and equipment, net of accumulated depreciation of
$233,704 and $296,671, respectively
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1,416,382
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1,528,490
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Fair value of derivative assets
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4,346
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4,628
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Intangible assets, net of accumulated amortization of $98,446
and $89,231, respectively
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568,881
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578,096
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Goodwill
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19,673
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19,673
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Other assets, net
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18,924
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11,709
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Total assets
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$
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2,435,340
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$
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2,546,743
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LIABILITIES AND STOCKHOLDERS EQUITY
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Current liabilities:
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Accounts payable, drafts payable and accrued gas purchases
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$
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145,276
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$
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322,722
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Fair value of derivative liabilities
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19,686
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28,506
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Current portion of long-term debt
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9,412
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9,412
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Other current liabilities
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47,719
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63,938
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Liabilities of assets held for sale
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53,132
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Total current liabilities
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275,225
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424,578
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Long-term debt
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1,324,941
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1,254,294
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Obligations under capital lease
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25,382
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24,708
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Deferred tax liability
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83,234
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81,998
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Fair value of derivative liabilities
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20,608
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22,775
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Commitments and contingencies
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Stockholders equity including non-controlling interest
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705,950
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738,390
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Total liabilities and equity
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$
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2,435,340
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$
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2,546,743
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See accompanying notes to condensed consolidated financial
statements.
3
CROSSTEX
ENERGY, INC.
Consolidated
Statements of Operations
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Three Months Ended March 31,
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2009
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2008
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(Unaudited)
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(In thousands, except per share amounts)
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Revenues:
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Midstream
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$
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352,437
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$
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798,902
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Treating
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14,312
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11,080
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Profit on energy trading activities
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714
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856
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Total revenues
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367,463
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810,838
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Operating costs and expenses:
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Midstream purchased gas
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284,506
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717,584
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Operating expenses
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31,928
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36,345
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General and administrative
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14,859
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16,106
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Gain on sale of property
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(878
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)
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(260
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Gain on derivatives
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(4,336
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)
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(986
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Depreciation and amortization
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31,584
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28,894
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Total operating costs and expenses
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357,663
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797,683
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Operating income
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9,800
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13,155
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Other income (expense):
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Interest expense, net
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(22,289
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)
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(24,492
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Loss on extinguishment of debt
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(4,669
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Other income (expense)
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(21
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)
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7,104
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Total other income (expense)
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(26,979
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)
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(17,388
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Loss from continuing operations before income taxes
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(17,179
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)
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(4,233
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Income tax (provision) benefit
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(2,406
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)
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4,186
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Loss from continuing operations, net of tax
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(19,585
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)
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(47
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)
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Income from discontinued
operations-net
of tax
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1,538
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6,680
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Net income (loss)
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(18,047
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6,633
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Less: Interest of non-controlling partners in the
Partnerships net income (loss):
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Interest of non-controlling partners in the Partnerships
continuing operations
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(10,307
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)
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(8,794
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)
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Interest of non-controlling partners in the Partnerships
discontinued operations
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1,102
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4,721
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Total interest of non-controlling partners in the Partnership
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(9,205
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)
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(4,073
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)
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Net income (loss) attributable to Crosstex Energy, Inc.
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$
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(8,842
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)
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$
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10,706
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Net income (loss) per common share:
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Basic and diluted
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$
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(0.19
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)
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$
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0.23
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Weighted average shares outstanding:
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Basic
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46,439
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46,262
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Diluted
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46,439
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46,610
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Amounts attributable to Crosstex Energy, Inc. common
shareholders:
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Loss from continuing operations, net of tax and non-controlling
interest
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$
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(9,278
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)
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$
|
8,747
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Discontinued operations, net of tax and non-controlling interest
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|
436
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1,959
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Net income (loss)
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$
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(8,842
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)
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$
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10,706
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See accompanying notes to condensed consolidated financial
statements.
4
CROSSTEX
ENERGY, INC.
Consolidated
Statements of Changes in Stockholders Equity
Three
Months Ended March 31, 2009
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Accumulated
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Additional
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Retained
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Other
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Non-
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Total
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Common Stock
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Paid in
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Earnings
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Comprehensive
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Controlling
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Stockholders
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Shares
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Amount
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Capital
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(Deficit)
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Income
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Interest
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Equity
|
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(Unaudited)
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(In thousands)
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Balance, December 31, 2008
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46,342
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|
$
|
464
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$
|
268,988
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$
|
(54,693
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)
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$
|
670
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$
|
522,961
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|
$
|
738,390
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Offering costs
|
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|
|
|
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|
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|
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(42
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)
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|
|
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|
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(42
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)
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Dividends paid
|
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|
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|
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(4,234
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)
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|
|
|
|
|
|
|
|
|
(4,234
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)
|
Stock-based compensation
|
|
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|
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|
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|
673
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|
|
|
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|
959
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|
|
1,632
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|
Net loss
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
(8,842
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)
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|
|
|
|
|
|
(9,205
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)
|
|
|
(18,047
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)
|
Conversion of restricted stock to common, net of shares withheld
for taxes
|
|
|
109
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|
|
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|
(268
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)
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|
|
|
|
|
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(64
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)
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|
|
(332
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)
|
Hedging gains or losses reclassified to earnings
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(912
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)
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|
(2,951
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)
|
|
|
(3,863
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)
|
Adjustment in fair value of derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(67
|
)
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|
|
|
|
|
|
(67
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)
|
Distributions to non-controlling interest
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,487
|
)
|
|
|
(7,487
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Balance, March 31, 2009
|
|
|
46,451
|
|
|
$
|
464
|
|
|
$
|
269,351
|
|
|
$
|
(67,769
|
)
|
|
$
|
(309
|
)
|
|
$
|
504,213
|
|
|
$
|
705,950
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial
statements.
5
CROSSTEX
ENERGY, INC.
Consolidated
Statements of Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(Unaudited)
|
|
|
|
(In thousands)
|
|
|
Net income (loss)
|
|
$
|
(18,047
|
)
|
|
$
|
6,633
|
|
Hedging gains (losses) reclassified to earnings
|
|
|
(912
|
)
|
|
|
1,308
|
|
Adjustment in fair value of derivatives
|
|
|
(67
|
)
|
|
|
(2,607
|
)
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
|
|
|
(19,026
|
)
|
|
|
5,334
|
|
Comprehensive income (loss) attributable to the non-controlling
interest
|
|
|
(9,205
|
)
|
|
|
(4,073
|
)
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) attributable to Crosstex Energy,
Inc.
|
|
$
|
(9,821
|
)
|
|
$
|
9,407
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial
statements.
6
CROSSTEX
ENERGY, INC.
Consolidated
Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(Unaudited)
|
|
|
|
(In thousands)
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(18,047
|
)
|
|
$
|
6,633
|
|
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
34,735
|
|
|
|
32,514
|
|
Gain on sale of property
|
|
|
(879
|
)
|
|
|
(278
|
)
|
Deferred tax expense (benefit)
|
|
|
1,813
|
|
|
|
(3,376
|
)
|
Non-cash stock-based compensation
|
|
|
1,632
|
|
|
|
2,634
|
|
Amortization of debt issue costs
|
|
|
1,439
|
|
|
|
685
|
|
Non-cash derivatives loss
|
|
|
202
|
|
|
|
9,341
|
|
Non-cash loss on debt extinguishment
|
|
|
4,669
|
|
|
|
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable, accrued revenue and other
|
|
|
95,915
|
|
|
|
(80,741
|
)
|
Natural gas, natural gas liquids , prepaid expenses and other
|
|
|
2,522
|
|
|
|
2,674
|
|
Accounts payable, accrued gas purchases, and other accrued
liabilities
|
|
|
(113,968
|
)
|
|
|
91,336
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
10,033
|
|
|
|
61,422
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Additions to property and equipment
|
|
|
(48,708
|
)
|
|
|
(73,506
|
)
|
Insurance recoveries on property and equipment
|
|
|
3,115
|
|
|
|
|
|
Proceeds from sale of property
|
|
|
11,019
|
|
|
|
282
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(34,574
|
)
|
|
|
(73,224
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Proceeds from borrowings
|
|
|
189,550
|
|
|
|
253,000
|
|
Payments on borrowings
|
|
|
(118,903
|
)
|
|
|
(199,353
|
)
|
Proceeds from capital lease obligations
|
|
|
1,489
|
|
|
|
4,596
|
|
Payments on capital lease obligations
|
|
|
(624
|
)
|
|
|
(98
|
)
|
Decrease in drafts payable
|
|
|
(21,514
|
)
|
|
|
(16,004
|
)
|
Debt refinancing costs
|
|
|
(13,364
|
)
|
|
|
(150
|
)
|
Distributions to non-controlling partners in the Partnership
|
|
|
(7,488
|
)
|
|
|
(11,593
|
)
|
Common dividends paid
|
|
|
(4,234
|
)
|
|
|
(12,162
|
)
|
Proceeds from exercised common stock options
|
|
|
|
|
|
|
243
|
|
Conversion of restricted units, net of units withheld for taxes
|
|
|
(64
|
)
|
|
|
(987
|
)
|
Conversion of restricted stock, net of shares withheld for taxes
|
|
|
(268
|
)
|
|
|
(3,358
|
)
|
Common unit offering costs
|
|
|
|
|
|
|
(72
|
)
|
Proceeds from exercise of Partnership unit options
|
|
|
|
|
|
|
260
|
|
Contributions from non-controlling partners in the Partnership
|
|
|
|
|
|
|
109
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
24,580
|
|
|
|
14,431
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
39
|
|
|
|
2,629
|
|
Cash and cash equivalents, beginning of period
|
|
|
13,959
|
|
|
|
7,853
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period
|
|
$
|
13,998
|
|
|
$
|
10,482
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
17,333
|
|
|
$
|
21,302
|
|
See accompanying notes to condensed consolidated financial
statements.
7
CROSSTEX
ENERGY, INC.
Notes to
Condensed Consolidated Financial Statements
Unless the context requires otherwise, references to
we,us,our, CEI
or the Company mean Crosstex Energy, Inc. and its
consolidated subsidiaries.
CEI, a Delaware corporation formed on April 28, 2000, is
engaged, through its subsidiaries, in the gathering,
transmission, treating, processing and marketing of natural gas
and natural gas liquids (NGLs). The Company connects the wells
of natural gas producers in the geographic areas of its
gathering systems in order to gather for a fee or purchase the
gas production, treats natural gas to remove impurities to
ensure that it meets pipeline quality specifications, processes
natural gas for the removal of NGLs, transports natural gas and
NGLs and ultimately provides natural gas and NGLs to a variety
of markets. In addition, the Company purchases natural gas and
NGLs from producers not connected to its gathering systems for
resale and markets natural gas and NGLs on behalf of producers
for a fee.
The accompanying condensed consolidated financial statements
include the assets, liabilities and results of operations of the
Company, its majority owned subsidiaries and Crosstex Energy,
L.P. (herein referred to as the Partnership or CELP), a publicly
traded Delaware limited partnership. The Partnership is included
because CEI controls the general partner of the Partnership.
The accompanying condensed consolidated financial statements are
prepared in accordance with the instructions to
Form 10-Q,
are unaudited and do not include all the information and
disclosures required by generally accepted accounting principles
for complete financial statements. All adjustments that, in the
opinion of management, are necessary for a fair presentation of
the results of operations for the interim periods have been made
and are of a recurring nature unless otherwise disclosed herein.
The results of operations for such interim periods are not
necessarily indicative of results of operations for a full year.
All significant intercompany balances and transactions have been
eliminated in consolidation. Certain reclassifications have been
made to the consolidated financial statements for the prior
years to conform to the current presentation. These condensed
consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes thereto
included in the Companys annual report on
Form 10-K
for the year ended December 31, 2008.
(a) Managements
Use of Estimates
The preparation of financial statements in accordance with
accounting principles generally accepted in the United States of
America requires management of the Company to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts
of revenues and expenses during the period. Actual results could
differ from these estimates.
(b) Recent
Accounting Pronouncements
In December 2007, the FASB issued SFAS No. 141R,
Business Combinations
(SFAS 141R) and
SFAS No. 160,
Noncontrolling Interests in
Consolidated Financial Statements
(SFAS 160).
SFAS 141R requires most identifiable assets, liabilities,
noncontrolling interests and goodwill acquired in a business
combination to be recorded at full fair value. The
Statement applies to all business combinations, including
combinations among mutual entities and combinations by contract
alone. Under SFAS 141R, all business combinations will be
accounted for by applying the acquisition method. SFAS 141R
is effective for periods beginning on or after December 15,
2008. SFAS 160 requires noncontrolling interests
(previously referred to as minority interests) to be treated as
a separate component of equity, not as a liability or other item
outside of permanent equity. SFAS 160 was adopted
January 1, 2009 and comparative period information has been
recast to classify noncontrolling interests in equity, and
attribute net income and other comprehensive income to
noncontrolling interests.
In March of 2008, the FASB issued Statement of Financial
Accounting Standards No. 161,
Disclosures about
Derivative Instruments and Hedging Activities, an amendment of
FASB Statement No. 133
(SFAS 161).
SFAS 161
8
CROSSTEX
ENERGY, INC.
Notes to
Condensed Consolidated Financial
Statements (Continued)
requires entities to provide greater transparency about how and
why the entity uses derivative instruments, how the instruments
and related hedged items are accounted for under SFAS 133,
and how the instruments and related hedged items affect the
financial position, results of operations and cash flows of the
entity. SFAS 161 is effective for fiscal years beginning
after November 15, 2008. SFAS 161 was adopted
effective January 1, 2009. Required disclosures were added
to Note 7.
In June 2008, the Financial Accounting Standards Board (FASB)
issued Staff Position FSP
EITF 03-6-1
(the FSP) which requires unvested share-based payment awards
that contain nonforfeitable rights to dividends or dividend
equivalents to be treated as
participating securities
as
defined in EITF Issue
No. 03-6,
Participating Securities and the Two-Class Method
under FASB Statement No. 128, and, therefore,
included in the earnings allocation in computing earnings per
share under the two-class method described in FASB Statement
No. 128,
Earnings per Share
. The FSP is effective
for financial statements issued for fiscal years beginning after
December 15, 2008 and interim periods within those years.
The Company adopted the FSP effective January 1, 2009 and
adjusted all prior reporting periods to conform to the
requirements.
In May 2008, the FASB issued SFAS No. 162,
The
Hierarchy of Generally Accepted Accounting Principles
(SFAS No. 162). SFAS No. 162
is intended to improve financial reporting by identifying a
consistent framework, or hierarchy, for selecting accounting
principles to be used in preparing financial statements of
nongovernmental entities that are presented in conformity with
generally accepted accounting principles in the United States of
America. SFAS No. 162 is effective for fiscal years
beginning after November 15, 2008. The Company adopted of
SFAS No. 162 effective January 1, 2009 and there
was no material impact on our consolidated financial statements.
|
|
(2)
|
Assets
Held for Sale and Asset Disposition
|
As part of the Partnerships strategy to increase liquidity
in response to the tightening financial markets, the Partnership
has sold and is also marketing for sale certain non-strategic
assets.
During the quarter ended March 31, 2009 the Partnership
sold the Arkoma system to an unrelated third party for
approximately $11.0 million. The asset had been impaired by
$2.6 million in December 2008 to its fair value in
anticipation of a first quarter disposition. The related loss on
the sale recorded during the three months ended March 31,
2009 was less than $0.1 million.
In addition to the sale of the Arkoma system, the Partnership is
marketing for sale certain other Midstream and related Treating
assets as of March 31, 2009. In accordance with
SFAS No. 144,
Accounting for the Impairment
or Disposal of Long-Lived Assets,
the consolidated
balance sheet at March 31, 2009 reflects these assets as
held for sale. The assets and liabilities consisted of the
following (in thousands):
|
|
|
|
|
Midstream
|
|
|
|
|
Current assets
|
|
$
|
55,556
|
|
Property and equipment
|
|
|
109,589
|
|
Current liabilities
|
|
|
(52,654
|
)
|
|
|
|
|
|
Net assets held for sale
|
|
$
|
112,491
|
|
|
|
|
|
|
Treating
|
|
|
|
|
Current assets
|
|
$
|
175
|
|
Property and equipment
|
|
|
5,570
|
|
Current liabilities
|
|
|
(478
|
)
|
|
|
|
|
|
Net assets held for sale
|
|
$
|
5,267
|
|
|
|
|
|
|
Total assets held for sale
|
|
$
|
117,758
|
|
|
|
|
|
|
9
CROSSTEX
ENERGY, INC.
Notes to
Condensed Consolidated Financial
Statements (Continued)
The revenues, operating expenses, depreciation and amortization
expense and an allocated interest expense related to the
operations of the assets held for sale have been segregated from
continuing operations and reported as discontinued operations
for all periods. No income taxes are attributed to income from
discontinued operations and no general and administrative costs
have been allocated to income from discontinued operations.
Following are revenues and income from discontinued operations
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Midstream revenues
|
|
$
|
179,200
|
|
|
$
|
453,279
|
|
Treating revenues
|
|
|
1,964
|
|
|
|
5,262
|
|
Net income from discontinued operations (net of taxes of $257
and $1,155 for 2009 and 2008, respectively)
|
|
|
1,538
|
|
|
|
6,680
|
|
Non-controlling interest share of net income from discontinued
operations
|
|
|
1,102
|
|
|
|
4,721
|
|
As of March 31, 2009 and December 31, 2008, long-term
debt consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Bank credit facility, interest based on Prime and/or LIBOR plus
an applicable margin, interest rates (per the facility) at
March 31, 2009 and December 31, 2008 were 7.68% and
6.33%, respectively
|
|
$
|
857,000
|
|
|
$
|
784,000
|
|
Senior secured notes, weighted average interest rate at
March 31, 2009 and December 31, 2008 were 10.5% and
8.0%, respectively
|
|
|
477,353
|
|
|
|
479,706
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,334,353
|
|
|
|
1,263,706
|
|
Less current portion
|
|
|
(9,412
|
)
|
|
|
(9,412
|
)
|
|
|
|
|
|
|
|
|
|
Debt classified as long-term
|
|
$
|
1,324,941
|
|
|
$
|
1,254,294
|
|
|
|
|
|
|
|
|
|
|
Credit Facility.
As of March 31, 2009,
the Partnership had a bank credit facility with a borrowing
capacity of $1.183 billion that matures in June 2011. As of
March 31, 2009, $946.3 million was outstanding under
the bank credit facility, including $89.3 million of
letters of credit, leaving approximately $237.0 million
available for future borrowing. The bank credit facility is
guaranteed by certain of the Partnerships subsidiaries.
Obligations under the bank credit facility are secured by first
priority liens on all of the Partnerships material
pipeline, gas gathering and processing assets, all material
working capital assets and a pledge of all of the
Partnerships equity interests in substantially all of its
subsidiaries, and rank
pari passu
in right of payment
with the senior secured notes. The credit agreement is
guaranteed by certain of its material subsidiaries. The
Partnership may prepay all loans under the credit facility at
any time without premium or penalty (other than customary LIBOR
breakage costs), subject to certain notice requirements.
On February 27, 2009, the Partnership entered into the
Sixth Amendment to the Fourth Amended and Restated Credit
Agreement and Consent (the Sixth Amendment) to its
credit facility with its bank lending group. Under the Sixth
Amendment, borrowings will bear interest at the
Partnerships option at the administrative agents
reference rate plus an applicable margin or London Interbank
Offering Rate (LIBOR) plus an applicable margin. The applicable
margins for the Partnerships interest rate and letter of
credit fees vary quarterly based on the Partnerships
leverage ratio as defined by the credit facility (the
Leverage Ratio being generally computed as
10
CROSSTEX
ENERGY, INC.
Notes to
Condensed Consolidated Financial
Statements (Continued)
total funded debt to consolidated earnings before interest,
taxes, depreciation, amortization and certain other non-cash
charges) are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank
|
|
|
|
|
|
|
|
|
Reference
|
|
|
|
Letter of
|
|
|
|
|
Rate
|
|
LIBOR Rate
|
|
Credit
|
|
Commitment
|
Leverage Ratio
|
|
Advances(a)
|
|
Advances(b)
|
|
Fees(c)
|
|
Fees(d)
|
|
Greater than or equal to 5.00 to 1.00
|
|
|
3.00
|
%
|
|
|
4.00
|
%
|
|
|
4.00
|
%
|
|
|
0.50
|
%
|
Greater than or equal to 4.25 to 1.00 and less than 5.00 to 1.00
|
|
|
2.50
|
%
|
|
|
3.50
|
%
|
|
|
3.50
|
%
|
|
|
0.50
|
%
|
Greater than or equal to 3.75 to 1.00 and less than 4.25 to 1.00
|
|
|
2.25
|
%
|
|
|
3.25
|
%
|
|
|
3.25
|
%
|
|
|
0.50
|
%
|
Less than 3.75 to 1.00
|
|
|
1.75
|
%
|
|
|
2.75
|
%
|
|
|
2.75
|
%
|
|
|
0.50
|
%
|
|
|
|
(a)
|
|
The applicable margins for the bank reference rate advances
ranged from 0% to 0.25% under the bank credit facility prior to
the Fifth and Sixth Amendments. The applicable margin for the
bank reference rate advances was paid at the maximum rate of
2.00% under the Fifth Amendment from the November 7, 2008
until February 27, 2009.
|
|
(b)
|
|
The applicable margins for the LIBOR rate advances ranged from
1.00% to 1.75% under the bank credit facility prior to the Fifth
and Sixth Amendments. The applicable margin for the bank
reference rate advances was paid at the maximum rate of 3.00%
under the Fifth Amendment from the November 7, 2008 until
February 27, 2009.
|
|
(c)
|
|
The letter of credit fees ranged from 1.00% to 1.75% per annum
plus a fronting fee of 0.125% per annum under the bank credit
facility prior to the Fifth and Sixth Amendments. The letter of
credit fees were paid at the maximum rate of 3.00% per annum in
addition to the fronting fee under the Fifth Amendment from the
November 7, 2008 until February 27, 2009.
|
|
(d)
|
|
The commitment fees ranged from 0.20% to 0.375% per annum on the
unused amount of the credit facility under the bank credit
facility prior to the Fifth and Sixth Amendments. The commitment
fees were paid at the maximum rate of 0.50% per annum under the
Fifth Amendment from the November 7, 2008 until
February 27, 2009.
|
The Sixth Amendment sets a floor for the LIBOR interest rate of
2.75% per annum, which means, effective as of February 27,
2009, borrowings under the bank credit facility accrue interest
at the rate of 6.75% based on the LIBOR rate in effect on such
date and the Partnerships current leverage ratio. Based on
the Partnerships forecasted leverage ratios for 2009, it
expects the applicable margins to be at the high end of these
ranges for interest rate and letter of credit fees.
Pursuant to the Sixth Amendment, the Partnership must pay a
leverage fee if it does not prepay debt and permanently reduce
the banks commitments and senior secured note borrowings
by the cumulative amounts of $100.0 million on
September 30, 2009, $200.0 million on
December 31, 2009 and $300.0 million on March 31,
2010. If the Partnership fails to meet any de-leveraging target,
the Partnership must pay a leverage fee equal to the product of
the aggregate commitments outstanding under its bank credit
facility and outstanding amounts of the senior secured note
agreement on such date, and 1.0% on September 30, 2009,
1.0% on December 31, 2009 and 2.0% on March 31, 2010.
This leverage fee will accrue on the applicable date, but not be
payable until the Partnership refinances its bank credit
facility.
Under the Sixth Amendment, the maximum Leverage Ratio (measured
quarterly on a rolling four-quarter basis) is as follows:
|
|
|
|
|
7.25 to 1.00 for the fiscal quarter ending March 31, 2009;
|
|
|
|
8.25 to 1.00 for the fiscal quarters ending June 30, 2009
and September 30, 2009;
|
11
CROSSTEX
ENERGY, INC.
Notes to
Condensed Consolidated Financial
Statements (Continued)
|
|
|
|
|
8.50 to 1.00 for the fiscal quarter ending December 31,
2009;
|
|
|
|
8.00 to 1.00 for the fiscal quarter ending March 31, 2010;
|
|
|
|
6.65 to 1.00 for the fiscal quarter ending June 30, 2010;
|
|
|
|
5.25 to 1.00 for the fiscal quarter ending September 30,
2010;
|
|
|
|
5.00 to 1.00 for the fiscal quarter ending December 31, 2010
|
|
|
|
4.50 to 1.00 for any fiscal quarters ending March 31, 2011
through March 31, 2012; and
|
|
|
|
4.25 to 1.00 for any fiscal quarters ending June 30, 2012
and thereafter.
|
The minimum cash interest coverage ratio (as defined in the
agreement, measured quarterly on a rolling four-quarter basis)
is as follows under the Sixth Amendment:
|
|
|
|
|
1.75 to 1.00 for the fiscal quarter ending March 31, 2009;
|
|
|
|
1.50 to 1.00 for the fiscal quarter ending June 30, 2009;
|
|
|
|
1.30 to 1.00 for the fiscal quarter ending September 30,
2009;
|
|
|
|
1.15 to 1.00 for the fiscal quarter ending December 31,
2009;
|
|
|
|
1.25 to 1.00 for the fiscal quarter ending March 31, 2010;
|
|
|
|
1.50 to 1.00 for the fiscal quarter ending June 30, 2010;
|
|
|
|
1.75 to 1.00 for any fiscal quarters ending September 30,
2010 and December 31, 2010;
|
|
|
|
2.50 to 1.00 for any fiscal quarters ending March 31, 2011,
and thereafter.
|
Under the Sixth Amendment, no quarterly distributions may be
paid to unitholders of the Partnership unless the PIK (as
defined below) notes have been repaid and if the Leverage Ratio
is less than 4.25 to 1.00. If the Leverage Ratio is between 4.00
to 1.00 and 4.25 to 1.00, the Partnership may make quarterly
distributions of up to $0.25 per unit if the PIK notes have been
repaid. If the Leverage Ratio is less than 4.00 to 1.00, the
Partnership may make quarterly distributions to unitholders from
available cash as provided by the partnership agreement if the
PIK notes have been repaid. The PIK notes are due six months
after the earlier of the refinancing or maturity of its bank
credit facility. Based on the Partnerships forecasted
leverage ratios for 2009 and the Partnerships near term ability
to refinance its bank credit facility, it does not anticipate
making quarterly distributions in 2009 other than the
distribution paid in February 2009 related to fourth quarter
2008 operating results. The Partnership will not be able to make
distributions to its unitholders in future periods if the
leverage ratio does not improve.
The Sixth Amendment also limits the Partnerships annual
capital expenditures (excluding maintenance capital
expenditures) to $120.0 million in 2009 and
$75.0 million in 2010 and each year thereafter (with unused
amounts in any year being carried forward to the next year). The
Partnership does not intend to make any acquisitions during 2009.
The Sixth Amendment also revised the terms for mandatory
repayment of outstanding indebtedness from asset sales and
proceeds from incurrence of unsecured debt and equity issuances.
Proceeds from debt issuances and from equity issuances not
required to prepay indebtedness are considered to be
Excess Proceeds under the amended bank agreement.
The Partnership may retain all Excess Proceeds and the
Partnership may only make acquisitions
12
CROSSTEX
ENERGY, INC.
Notes to
Condensed Consolidated Financial
Statements (Continued)
using Excess Proceeds. Net proceeds from asset dispositions are
required for prepayment at 100% regardless of the leverage
ratio. The following table sets forth the amended prepayment
terms:
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Net Proceeds
|
|
|
% of Net Proceeds from Debt
|
|
from Equity Issuance
|
|
|
Issuances Required for
|
|
Required for
|
Leverage Ratio*
|
|
Prepayment
|
|
Prepayment
|
|
Greater than or equal to 4.50
|
|
|
100
|
%
|
|
|
50
|
%
|
Greater or equal to 3.50 and Less than 4.50
|
|
|
50
|
%
|
|
|
25
|
%
|
Less than 3.50
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
|
*
|
|
The Leverage Ratio is to be adjusted to give effect to proceeds
from debt or equity issuance and the use of such proceeds for
each proportional level of Leverage Ratio.
|
The prepayments are to be applied pro rata based on total debt
(including letter of credit obligations) outstanding under the
bank credit agreement and the total debt outstanding under the
note agreements described below. Any prepayments of advances on
the bank credit facility from proceeds from asset sales, debt or
equity issuances will permanently reduce the borrowing capacity
or commitment under the facility in an amount equal to 100% of
the amount of the prepayment. Any such commitment reduction will
not reduce the banks $300.0 million commitment to
issue letters of credit.
In addition, the bank credit facility contains various covenants
that, among other restrictions, limit the Partnerships
ability to:
|
|
|
|
|
incur indebtedness;
|
|
|
|
grant or assume liens;
|
|
|
|
make certain investments;
|
|
|
|
sell, transfer, assign or convey assets, or engage in certain
mergers or acquisitions;
|
|
|
|
change the nature of its business;
|
|
|
|
enter into certain commodity contracts;
|
|
|
|
make certain amendments to its or the operating
partnerships partnership agreement; and
|
|
|
|
engage in transactions with affiliates.
|
Each of the following will be an event of default under the bank
credit facility:
|
|
|
|
|
failure to pay any principal, interest, fees, expenses or other
amounts when due;
|
|
|
|
failure to observe any agreement, obligation, or covenant in the
credit agreement, subject to cure periods for certain failures;
|
|
|
|
certain judgments against the Partnership or any of its
subsidiaries, in excess of certain allowances;
|
|
|
|
certain ERISA events involving the Partnership or its
subsidiaries;
|
|
|
|
bankruptcy or other insolvency events;
|
|
|
|
a change in control (as defined in the credit agreement); and
|
|
|
|
the failure of any representation or warranty to be materially
true and correct when made.
|
If an event of default relating to bankruptcy or other
insolvency events occurs, all indebtedness under the
Partnerships bank credit facility will immediately become
due and payable. If any other event of default exists
13
CROSSTEX
ENERGY, INC.
Notes to
Condensed Consolidated Financial
Statements (Continued)
under the bank credit facility, the lenders may accelerate the
maturity of the obligations under the bank credit facility and
exercise other rights and remedies.
The Partnership is subject to interest rate risk on the
Partnerships credit facility and has entered into interest
rate swaps to reduce this risk. See Note 8 to the financial
statements for a discussion of interest rate swaps.
Senior Secured Notes.
On February 27,
2009, the Partnership amended its senior note agreements to
(i) increase the maximum permitted leverage ratio and to
lower the minimum interest coverage ratio it must maintain
consistent with the ratios under the Sixth Amendment to the bank
credit facility, (ii) revise the mandatory prepayment terms
consistent with the terms under the Sixth Amendment to the bank
credit facility (iii) increase the interest rate it pays on
the senior secured notes and (iv) provide for the payment
of a leverage fee consistent with the terms of bank credit
facility. The weighted average interest rate on the outstanding
balance on the senior secured notes is 10.5% at March 31,
2009.
Under the amended senior note agreements, the senior secured
notes accrue additional interest of 1.25% per annum of the
senior secured notes (the PIK Notes) in the form of
an increase in the principal amount unless the
Partnerships leverage ratio is less than 4.25 to 1.00 as
of the end of any fiscal quarter. All PIK notes are payable six
months after the maturity of the bank credit facility, which is
currently scheduled to mature June 2011, or six months after
refinancing of such indebtedness if prior to the maturity date.
Per the terms of the amended senior note agreement, commencing
on the date the Partnership refinances its bank credit facility,
the interest rate payable in cash on its senior secured notes
will increase by 1.25% per annum for any quarter if its leverage
ratio as of the most recently ended fiscal quarter was greater
than or equal to 4.25 to 1.00. In addition, commencing on
June 30, 2012, the interest rate payable in cash on the
Partnerships senior secured notes will increase by 0.50%
per annum for any quarter if its leverage as of the most
recently ended fiscal quarter was greater than or equal to 4.00
to 1.00, but this incremental interest will not accrue if the
Partnership is paying the incremental 1.25% per annum of
interest described in the preceding sentence.
The Partnership recognized a $4.7 million loss on
extinguishment of debt during the three months ended
March 31, 2009 due to the February 2009 amendment to the
senior secured note agreement. The modifications to this
agreement pursuant to this amendment were substantive as defined
in EITF Issue
No. 96-19,
Debtors Accounting for a Modification or Exchange
of Debt Instruments
and were accounted for as the
extinguishment of the old debt and the creation of new debt. As
a result, the unamortized costs associated with the senior
secured notes prior to the amendment as well as the fees paid to
the senior secured noteholders for the February 2009 amendment
were expensed in the first quarter of 2009.
These notes represent the Partnerships senior secured
obligations and rank
pari passu
in right of payment with
the bank credit facility. The notes are secured, on an equal and
ratable basis with the Partnerships obligations under the
credit facility, by first priority liens on all of its material
pipeline, gas gathering and processing assets, all material
working capital assets and a pledge of all its equity interests
in substantially all of the Partnerships subsidiaries. The
senior secured notes are guaranteed by the Partnerships
material subsidiaries.
The senior secured notes issued in 2003 are redeemable, at the
Partnerships option and subject to certain notice
requirements, at a purchase price equal to 100.0% of the
principal amount together with accrued interest, plus a
make-whole amount determined in accordance with the senior
secured note agreement. The senior secured notes issued 2004,
2005 and 2006 provide for a call premium of 103.5% of par
beginning three years after issuance at rates declining from
103.5% to 100.0%.
If an event of default resulting from bankruptcy or other
insolvency events occurs, the senior secured notes will become
immediately due and payable. If any other event of default
occurs and is continuing, holders of at least 50.1% in principal
amount of the outstanding notes may at any time declare all the
notes then outstanding to be immediately due and payable. If an
event of default relating to the nonpayment of principal,
make-whole amounts
14
CROSSTEX
ENERGY, INC.
Notes to
Condensed Consolidated Financial
Statements (Continued)
or interest occurs, any holder of outstanding notes affected by
such event of default may declare all the notes held by such
holder to be immediately due and payable.
The senior secured note agreement relating to the notes contains
substantially the same covenants and events of default as the
Partnerships bank credit facility.
The Partnership was in compliance with all debt covenants as of
March 31, 2009 and expects to be in compliance with debt
covenants for the next twelve months.
Intercreditor and Collateral Agency
Agreement.
In connection with the execution of
the bank credit facility and the senior secured note agreement,
the lenders under the Partnerships bank credit facility
and the purchasers of the senior secured notes have entered into
an Intercreditor and Collateral Agency Agreement, which has been
acknowledged and agreed to by the Partnership and its
subsidiaries. This agreement appointed Bank of America, N.A. to
act as collateral agent and authorized Bank of America to
execute various security documents on behalf of the lenders
under the Partnerships bank credit facility and the
Partnerships purchasers of the senior secured notes. This
agreement specifies various rights and obligations of lenders
under the bank credit facility, holders of the senior secured
notes and the other parties thereto in respect of the collateral
securing the Partnerships obligations under the
Partnerships bank credit facility and the senior secured
note agreement. On February 27, 2009, the holders of the
Partnerships senior secured notes and a majority of the
banks under its bank credit facility entered into an amendment
to the Intercreditor and Collateral Agency Agreement, which
provides that the PIK notes and certain treasury management
obligations will be secured by the collateral for its bank
credit facility and the senior secured notes, but only paid with
proceeds of collateral after obligations under its bank credit
facility and the senior secured notes are paid in full.
|
|
(4)
|
Obligations
Under Capital Lease
|
The Partnership entered into 9 and
10-year
capital leases for certain equipment. Assets under capital
leases as of March 31, 2009 are summarized as follows (in
thousands):
|
|
|
|
|
Equipment
|
|
$
|
30,577
|
|
Less: Accumulated amortization
|
|
|
(2,208
|
)
|
|
|
|
|
|
Net assets under capital lease
|
|
$
|
28,369
|
|
|
|
|
|
|
The following are the minimum lease payments to be made in each
of the following years indicated for the capital leases in
effect as of March 31, 2009 (in thousands):
|
|
|
|
|
2009
|
|
$
|
2,585
|
|
2010
|
|
|
3,437
|
|
2011 through 2013 ($3,409 annually)
|
|
|
10,227
|
|
Thereafter
|
|
|
17,689
|
|
Less: Interest
|
|
|
(5,177
|
)
|
|
|
|
|
|
Net minimum lease payments under capital lease
|
|
|
28,761
|
|
Less: Current portion of net minimum lease payments
|
|
|
(3,379
|
)
|
|
|
|
|
|
Long-term portion of net minimum lease payments
|
|
$
|
25,382
|
|
|
|
|
|
|
|
|
(5)
|
Certain
Provisions of the Partnership Agreement
|
(a) Senior
Subordinated Series D Units
On March 23, 2007, the Partnership issued an aggregate of
3,875,340 senior subordinated series D units representing
limited partner interests of the Partnership in a private
offering. These senior subordinated series D
15
CROSSTEX
ENERGY, INC.
Notes to
Condensed Consolidated Financial
Statements (Continued)
units converted into common units representing limited partner
interests of the Partnership on March 23, 2009. Since the
Partnership did not make distributions of available cash from
operating surplus, as defined in the partnership agreement, of
at least $0.62 per unit on each outstanding common unit for the
quarter ending December 31, 2008, each senior subordinated
series D unit converted into 1.05 common units for a total
issuance of 4,069,107 common units.
(b) Cash
Distributions from the Partnership
Unless restricted by the terms of its credit facility, the
Partnership must make distributions of 100% of available cash,
as defined in the partnership agreement, within 45 days
following the end of each quarter. Distributions will generally
be made 98% to the common and subordinated unitholders and 2% to
the general partner, subject to the payment of incentive
distributions to the extent that certain target levels of cash
distributions are achieved. Under the quarterly incentive
distribution provisions, generally the Partnerships
general partner is entitled to 13% of amounts the Partnership
distribute in excess of $0.25 per unit, 23% of the amounts it
distributes in excess of $0.3125 per unit and 48% of amounts it
distributes in excess of $0.375 per unit. No incentive
distributions were earned by the Company as general partner for
the three months ended March 31, 2009. Incentive
distributions totaling $11.8 million were earned by the
Company as general partner for the three months ended
March 31, 2008.
See Note 3 for a description of the Partnerships
credit facilities which restrict the Partnerships ability
to make future distributions.
(c) Allocation
of Partnership Income
Net income for the general partner consists of incentive
distributions as described in Note (b) above, a deduction
for stock-based compensation attributable to CEIs stock
options and restricted shares and 2% of the original
Partnerships net income adjusted for the CEI stock-based
compensation specifically allocated to the general partner. The
remaining net income after incentive distributions and
CEI-related stock-based compensation is allocated pro rata
between the 2% general partner interest and the common units.
The following table reflects the Companys general partner
share of the Partnerships net income (loss) (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Income allocation for incentive distributions
|
|
$
|
|
|
|
$
|
11,825
|
|
Stock-based compensation attributable to CEIs stock
options and restricted shares
|
|
|
(646
|
)
|
|
|
(1,034
|
)
|
2% general partner interest in net income (loss)
|
|
|
(294
|
)
|
|
|
(141
|
)
|
|
|
|
|
|
|
|
|
|
General partner share of net income (loss)
|
|
$
|
(940
|
)
|
|
$
|
10,650
|
|
|
|
|
|
|
|
|
|
|
The Company also owns limited partner common units in the
Partnership. The Companys share of the Partnerships
net income (loss) attributable to its limited partner common
units was a net loss of $5.2 million and $2.7 million
for the three months ended March 31, 2009 and 2008,
respectively.
|
|
(6)
|
Earnings
per Share and Anti-Dilutive Computations
|
Basic earnings per share was computed by dividing net income by
the weighted average number of common shares outstanding for the
three months ended March 31, 2009 and 2008. The computation
of diluted earnings per share further assumes the dilutive
effect of common share options and restricted shares. All common
unit equivalents were antidilutive in the three months ended
March 31, 2009 because the limited partners were allocated
net loss in that period.
16
CROSSTEX
ENERGY, INC.
Notes to
Condensed Consolidated Financial
Statements (Continued)
FSP EITF 03-6-1,
Determining Whether Instruments Granted in
Share-Based Payment Transactions are Participating
Securities
, was issued in May 2008 with an effective date
for fiscal years beginning after December 15, 2008 and
interim periods within those years. This FSP requires unvested
share-based payments that entitle employees to receive
non-forfeitable dividends to also be considered participating
securities, as defined in
EITF 03-6.
The Company was impacted by this EITF and has included a
calculation of earnings per share for unvested restricted shares
in calculations for the current quarter ended March 31,
2009 and the comparative period ended March 31, 2008.
The following table reflects the computation of basic earnings
share for the periods presented (in thousands except per unit
amounts):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Net income (loss) attributable to Crosstex Energy, Inc.
|
|
$
|
(8,842
|
)
|
|
$
|
(10,706
|
)
|
|
|
|
|
|
|
|
|
|
Distributed earnings allocated to:
|
|
|
|
|
|
|
|
|
Common shares
|
|
$
|
4,184
|
|
|
$
|
12,024
|
|
Unvested restricted shares
|
|
|
50
|
|
|
|
137
|
|
|
|
|
|
|
|
|
|
|
Total distributed earnings
|
|
$
|
4,234
|
|
|
$
|
12,161
|
|
|
|
|
|
|
|
|
|
|
Undistributed loss allocated to:
|
|
|
|
|
|
|
|
|
Common shares
|
|
$
|
(12,917
|
)
|
|
$
|
(1,438
|
)
|
Unvested restricted shares
|
|
|
(159
|
)
|
|
|
(17
|
)
|
|
|
|
|
|
|
|
|
|
Total undistributed loss
|
|
$
|
(13,076
|
)
|
|
$
|
(1,455
|
)
|
|
|
|
|
|
|
|
|
|
Net income (loss) allocated to:
|
|
|
|
|
|
|
|
|
Common shares
|
|
$
|
(8,733
|
)
|
|
$
|
10,586
|
|
Unvested restricted shares
|
|
|
(109
|
)
|
|
|
120
|
|
|
|
|
|
|
|
|
|
|
Total net income (loss)
|
|
$
|
(8,842
|
)
|
|
$
|
10,706
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations:
|
|
|
|
|
|
|
|
|
Common shares
|
|
$
|
431
|
|
|
$
|
1,937
|
|
Unvested restricted shares
|
|
|
5
|
|
|
|
22
|
|
|
|
|
|
|
|
|
|
|
Total income from discontinued operations
|
|
$
|
436
|
|
|
$
|
1,959
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per share from continuing operations:
|
|
|
|
|
|
|
|
|
Common basic and diluted
|
|
$
|
(0.20
|
)
|
|
$
|
0.19
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net income on discontinued operations:
|
|
|
|
|
|
|
|
|
Common basic and diluted
|
|
$
|
0.01
|
|
|
$
|
0.04
|
|
|
|
|
|
|
|
|
|
|
Total basic and diluted net loss per unit:
|
|
|
|
|
|
|
|
|
Common basic and diluted
|
|
$
|
(0.19
|
)
|
|
$
|
0.23
|
|
|
|
|
|
|
|
|
|
|
17
CROSSTEX
ENERGY, INC.
Notes to
Condensed Consolidated Financial
Statements (Continued)
The following are the common share amounts used to compute the
basic and diluted earnings per common share for the three months
ended March 31, 2009 and 2008 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
March 31,
|
|
|
2009
|
|
2008
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
46,439
|
|
|
|
46,262
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
46,439
|
|
|
|
46,262
|
|
Dilutive effect of restricted shares
|
|
|
|
|
|
|
294
|
|
Dilutive effect of exercise of options outstanding
|
|
|
|
|
|
|
54
|
|
|
|
|
|
|
|
|
|
|
Diluted shares
|
|
|
46,439
|
|
|
|
46,610
|
|
|
|
|
|
|
|
|
|
|
All common share equivalents were antidilutive in the three
months ended March 31, 2009 because the Company had a net
loss.
|
|
(7)
|
Employee
Incentive Plans
|
(a) Long-Term
Incentive Plans
The Company accounts for share-based compensation in accordance
with the provisions of Statement of Financial Accounting
Standards No. 123R,
Share-Based Compensation
(SFAS No. 123R), which requires compensation
related to all stock-based awards, including stock options, be
recognized in the consolidated financial statements.
The Company and the Partnership each have similar unit or
share-based payment plans for employees, which are described
below. Amounts recognized in the consolidated financial
statements with respect to these plans are as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Cost of share-based compensation charged to general and
administrative expense
|
|
$
|
1,314
|
|
|
$
|
2,235
|
|
Cost of share-based compensation charged to operating expense
|
|
|
318
|
|
|
|
399
|
|
|
|
|
|
|
|
|
|
|
Total amount charged to income
|
|
$
|
1,632
|
|
|
$
|
2,634
|
|
|
|
|
|
|
|
|
|
|
Interest of non-controlling partners in share-based compensation
|
|
$
|
619
|
|
|
$
|
960
|
|
|
|
|
|
|
|
|
|
|
Amount of related income tax benefit recognized in income
|
|
$
|
367
|
|
|
$
|
620
|
|
|
|
|
|
|
|
|
|
|
18
CROSSTEX
ENERGY, INC.
Notes to
Condensed Consolidated Financial
Statements (Continued)
(b) Partnership
Restricted Units
The restricted units are valued at their fair value at the date
of grant which is equal to the market value of common units on
such date. A summary of the restricted unit activity for the
three months ended March 31, 2009 is provided below:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31, 2009
|
|
|
|
|
|
|
Weighted Average
|
|
|
|
|
|
|
Grant-Date Fair
|
|
|
|
Number of Units
|
|
|
Value
|
|
|
Crosstex Energy, L.P. Restricted Units:
|
|
|
|
|
|
|
|
|
Non-vested, beginning of period
|
|
|
544,067
|
|
|
$
|
31.90
|
|
Vested*
|
|
|
(79,356
|
)
|
|
|
28.99
|
|
Forfeited
|
|
|
(33,637
|
)
|
|
|
19.89
|
|
|
|
|
|
|
|
|
|
|
Non-vested, end of period
|
|
|
431,074
|
|
|
$
|
31.36
|
|
|
|
|
|
|
|
|
|
|
Aggregate intrinsic value, end of period (in thousands)
|
|
$
|
819
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Vested shares include 27,762 units withheld for payroll
taxes paid on behalf of employees.
|
A summary of the restricted units aggregate intrinsic value
(market value at vesting date) and fair value (market value at
date of grant) of units vested during the three ended
March 31, 2009 and 2008 are provided below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Crosstex Energy, L.P. Restricted Units:
|
|
|
|
|
|
|
|
|
Aggregate intrinsic value of units vested
|
|
$
|
353
|
|
|
$
|
3,950
|
|
Fair value of units vested
|
|
$
|
2,301
|
|
|
$
|
4,639
|
|
As of March 31, 2009, there was $6.4 million of
unrecognized compensation cost related to non-vested restricted
units. That cost is expected to be recognized over a
weighted-average period of 2.4 years.
The Partnership issued performance-based restricted units in
2007 and 2008 to executive officers. The minimum level of
performance-based awards is included in restricted units
outstanding and is included in the current share-based
compensation cost calculations at March 31, 2009. The
achievement of greater than the minimum performance targets in
the current business environment is less than probable. All
performance-based awards are subject to reevaluation and
adjustment until the restricted units vest.
(c) Partnership
Unit Options
No options were granted or exercised during the three months
ended March 31, 2009.
19
CROSSTEX
ENERGY, INC.
Notes to
Condensed Consolidated Financial
Statements (Continued)
A summary of the unit option activity for the three months ended
March 31, 2009 is provided below:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31, 2009
|
|
|
|
|
|
|
Weighted
|
|
|
|
Number of
|
|
|
Average
|
|
|
|
Units
|
|
|
Exercise Price
|
|
|
Crosstex Energy, L.P. Unit Options:
|
|
|
|
|
|
|
|
|
Outstanding, beginning of period
|
|
|
1,304,194
|
|
|
$
|
30.64
|
|
Forfeited
|
|
|
(34,823
|
)
|
|
|
33.25
|
|
Expired
|
|
|
(57,770
|
)
|
|
|
32.02
|
|
|
|
|
|
|
|
|
|
|
Outstanding, end of period
|
|
|
1,211,601
|
|
|
$
|
30.52
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at end of period
|
|
|
863,260
|
|
|
$
|
29.69
|
|
Weighted average contractual term (years) end of period:
|
|
|
|
|
|
|
|
|
Options outstanding
|
|
|
7.0
|
|
|
|
|
|
Options exercisable
|
|
|
6.6
|
|
|
|
|
|
Aggregate intrinsic value end of period (in thousands):
|
|
|
|
|
|
|
|
|
Options outstanding
|
|
$
|
|
|
|
|
|
|
Options exercisable
|
|
$
|
|
|
|
|
|
|
As of March 31, 2009, there was $1.3 million of
unrecognized compensation cost related to non-vested unit
options. That cost is expected to be recognized over a
weighted-average period of 1.3 years.
(d) Crosstex
Energy, Incs Stock and Option Plan
The Companys restricted shares are included at their fair
value at the date of grant which is equal to the market value of
the common stock on such date. A summary of the restricted share
activity for the three months ended March 31, 2009 is
provided below:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31, 2009
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Average
|
|
|
|
Number of
|
|
|
Grant-Date
|
|
|
|
Shares
|
|
|
Fair Value
|
|
|
Crosstex Energy, Inc. Restricted Shares:
|
|
|
|
|
|
|
|
|
Non-vested, beginning of period
|
|
|
604,313
|
|
|
$
|
27.62
|
|
Vested*
|
|
|
(165,621
|
)
|
|
|
17.27
|
|
Forfeited
|
|
|
(32,271
|
)
|
|
|
18.49
|
|
|
|
|
|
|
|
|
|
|
Non-vested, end of period
|
|
|
406,421
|
|
|
$
|
30.47
|
|
|
|
|
|
|
|
|
|
|
Aggregate intrinsic value, end of period (in thousands)
|
|
$
|
667
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Vested shares include 55,913 shares withheld for payroll
taxes paid on behalf of employees
|
20
CROSSTEX
ENERGY, INC.
Notes to
Condensed Consolidated Financial
Statements (Continued)
A summary of the restricted shares aggregate intrinsic
value (market value at vesting date) and fair value (market
value at date of grant) of shares vested during the three months
ended March 31, 2009 and 2008 are provided below (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Crosstex Energy, Inc. Restricted Shares:
|
|
|
|
|
|
|
|
|
Aggregate intrinsic options value of shares vested
|
|
$
|
618
|
|
|
$
|
11,614
|
|
Fair value of shares vested
|
|
$
|
2,860
|
|
|
$
|
5,176
|
|
As of March 31, 2009 there was $5.9 million of
unrecognized compensation costs related to non-vested CEI
restricted shares for officers and employees. The cost is
expected to be recognized over a weighted average period of
2.2 years.
The Company issued performance-based restricted shares in 2007
and 2008 to executive officers. The minimum level of
performance-based awards is included in restricted shares
outstanding and is included in the current share-based
compensation cost calculations at March 31, 2009. The
achievement of greater than the minimum performance targets in
the current business environment is less than probable. All
performance-based awards are subject to reevaluation and
adjustment until the restricted shares vest.
CEI
Stock Options
No CEI stock options were granted, exercised or forfeited during
the three months ended March 31, 2009 and 2008. The following is
a summary of the CEI stock options outstanding as of March 31,
2009:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31, 2009
|
|
|
|
|
|
|
Weighted
|
|
|
|
Number of
|
|
|
Average
|
|
|
|
Units
|
|
|
Exercise Price
|
|
|
Crosstex Energy, Inc. Stock Options:
|
|
|
|
|
|
|
|
|
Outstanding, beginning and end of period
|
|
|
67,500
|
|
|
$
|
9.54
|
|
Options exercisable at end of period
|
|
|
52,500
|
|
|
|
8.45
|
|
Weighted average contractual term (years) end of period
|
|
|
5.7
|
|
|
|
|
|
Aggregate intrinsic value end of period (in thousands)
|
|
$
|
|
|
|
|
|
|
A summary of the stock options intrinsic value exercised (market
value in excess of exercise price at date of exercise) and fair
value (value per Black-Scholes option pricing model at date of
grant) of units vested during the three months ended
March 31, 2009 and 2008 is provided below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Crosstex Energy, Inc. Stock Options:
|
|
|
|
|
|
|
|
|
Intrinsic value of stock options exercised
|
|
$
|
|
|
|
$
|
1,089
|
|
Fair value of shares vested
|
|
$
|
28
|
|
|
$
|
14
|
|
As of March 31, 2009, there was less than $0.1 million
of unrecognized compensation costs related to non-vested CEI
stock options. The cost is expected to be recognized over a
weighted average period of 0.5 years.
21
CROSSTEX
ENERGY, INC.
Notes to
Condensed Consolidated Financial
Statements (Continued)
The Partnership manages exposure to interest rate risk and
commodity price risk through the use of derivative instruments
and hedging activities. The FASB issued Statement No. 161,
Disclosures about Derivative Instruments and Hedging
Activities
, in March 2008 requiring additional disclosures
on derivative instruments that would provide insight into the
reason for the use of derivative instruments, give transparency
to the location of derivatives within the financial statements
and the financial impact of the derivative activity and provide
disclosure about credit risk related disclosures to provide
additional information about liquidity. These disclosure
requirements are in addition to those already required under
FASB Statement No. 133,
Accounting for Derivative
Instruments and Hedging Activities
. The Partnership has
historically presented detailed information about derivative
activities, but has updated the current disclosure to provide
the requirements of FASB Statement No. 161.
Interest
Rate Swaps
The Partnership is subject to interest rate risk on its credit
facility and has entered into interest rate swaps to reduce this
risk.
The Partnership entered into eight interest rate swaps prior to
2008. Each swap fixed the three month LIBOR rate, prior to
credit margin, at the indicated rates for the specified amounts
of related debt outstanding over the term of each swap
agreement. In January 2008, the Partnership amended existing
swaps with the counterparties in order to reduce the fixed rates
and extend the terms of the existing swaps by one year and
entered into one new swap. The table below reflects the swaps as
amended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade Date
|
|
Term
|
|
|
From
|
|
To
|
|
Rate
|
|
|
Notional Amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands):
|
|
|
November 14, 2006
|
|
|
4 years
|
|
|
November 28, 2006
|
|
November 30, 2010
|
|
|
4.3800
|
%
|
|
$
|
50,000
|
|
March 13, 2007
|
|
|
4 years
|
|
|
March 30, 2007
|
|
March 31, 2011
|
|
|
4.3950
|
%
|
|
|
50,000
|
|
July 30, 2007
|
|
|
4 years
|
|
|
August 30, 2007
|
|
August 30, 2011
|
|
|
4.6850
|
%
|
|
|
100,000
|
|
August 6, 2007
|
|
|
4 years
|
|
|
August 30, 2007
|
|
August 31, 2011
|
|
|
4.6150
|
%
|
|
|
50,000
|
|
August 9, 2007
|
|
|
3 years
|
|
|
November 30, 2007
|
|
November 30, 2010
|
|
|
4.4350
|
%
|
|
|
50,000
|
|
August 16, 2007*
|
|
|
4 years
|
|
|
October 31, 2007
|
|
October 31, 2011
|
|
|
4.4875
|
%
|
|
|
100,000
|
|
September 5, 2007
|
|
|
4 years
|
|
|
September 28, 2007
|
|
September 28, 2011
|
|
|
4.4900
|
%
|
|
|
50,000
|
|
January 22, 2008
|
|
|
1 year
|
|
|
January 31, 2008
|
|
January 31, 2009
|
|
|
2.8300
|
%
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
550,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Amended swap is a combination of two swaps that each had a
notional amount of $50.0 million with the same original
term.
|
The Partnership had previously elected to designate all interest
rate swaps (except the November 2006 swap) as cash flow hedges
for FAS 133 accounting treatment. Accordingly, unrealized
gains and losses relating to the designated interest rate swaps
were recorded in accumulated other comprehensive income.
Immediately prior to the January 2008 amendments, these swaps
were de-designated as cash flow hedges. The unrealized loss in
accumulated other comprehensive income of $17.0 million at
the de-designation date is being reclassified to earnings over
the remaining original terms of the swaps using the effective
loss of interest method. The related loss reclassified to
earnings and included in other income (expense) in the
consolidated statements of operations as part of interest
expense, net, during the three months ended March 31, 2009
and 2008 is $1.7 million and $1.3 million,
respectively.
The Partnership elected not to designate any of the amended
swaps or the new swap entered into in January 2008 as cash flow
hedges for FAS 133 treatment. Accordingly, unrealized gains
and losses are recorded through the
22
CROSSTEX
ENERGY, INC.
Notes to
Condensed Consolidated Financial
Statements (Continued)
consolidated statement of operations in other income (expense)
as part of interest expense, net, over the period hedged.
In September 2008, the Partnership entered into four additional
interest rate swaps. The effect of the new interest rate swaps
was to convert the floating rate portion of the original swaps
on $450.0 million (all swaps except the January 22,
2008 swap that expired January 31, 2009) from three
month LIBOR to one month LIBOR. The Partnership received a cash
settlement in September 2008 of $1.4 million which
represented the present value of the basis point differential
between one month LIBOR and three month LIBOR.
The table below aligns the new swap which receives one month
LIBOR and pays three month LIBOR with the original interest rate
swaps.
|
|
|
|
|
|
|
|
|
|
|
|
|
Original Swap Trade
|
|
|
|
|
|
|
|
|
|
|
Date
|
|
New Trade Date
|
|
|
From
|
|
To
|
|
Notional Amounts
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
March 13, 2007
|
|
|
September 12, 2008
|
|
|
September 30, 2008
|
|
March 31, 2011
|
|
$
|
50,000
|
|
September 5, 2007
|
|
|
September 12, 2008
|
|
|
September 30, 2008
|
|
September 28, 2011
|
|
|
50,000
|
|
August 16, 2007
|
|
|
September 12, 2008
|
|
|
October 30, 2008
|
|
October 31, 2011
|
|
|
100,000
|
|
November 14, 2006
|
|
|
September 12, 2008
|
|
|
November 28, 2008
|
|
November 30, 2010
|
|
|
50,000
|
|
August 9, 2007
|
|
|
September 12, 2008
|
|
|
November 28, 2008
|
|
November 30, 2010
|
|
|
50,000
|
|
July 30, 2007
|
|
|
September 12, 2008
|
|
|
November 28, 2008
|
|
August 30, 2011
|
|
|
100,000
|
|
August 6, 2007
|
|
|
September 23, 2008
|
|
|
November 28, 2008
|
|
August 30, 2011
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
450,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The impact of the interest rate swaps on net income is included
in other income (expense) in the consolidated statements of
operations as part of interest expense, net, as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Change in fair value of derivatives that do not qualify for
hedge accounting
|
|
$
|
(4,556
|
)
|
|
$
|
(7,914
|
)
|
Realized gains (losses) on derivatives
|
|
|
382
|
|
|
|
(184
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(4,174
|
)
|
|
$
|
(8,098
|
)
|
|
|
|
|
|
|
|
|
|
The fair value of derivative assets and liabilities relating to
interest rate swaps are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Fair value of derivative assets current
|
|
$
|
|
|
|
$
|
149
|
|
Fair value of derivative liabilities current
|
|
|
(17,070
|
)
|
|
|
(17,217
|
)
|
Fair value of derivative liabilities long-term
|
|
|
(16,393
|
)
|
|
|
(18,391
|
)
|
|
|
|
|
|
|
|
|
|
Net fair value of derivatives
|
|
$
|
(33,463
|
)
|
|
$
|
(35,459
|
)
|
|
|
|
|
|
|
|
|
|
Commodity
Swaps
The Partnership manages its exposure to fluctuations in
commodity prices by hedging the impact of market fluctuations.
Swaps are used to manage and hedge prices and location risk
related to these market exposures. Swaps are also used to manage
margins on offsetting fixed-price purchase or sale commitments
for physical quantities of natural gas and NGLs.
23
CROSSTEX
ENERGY, INC.
Notes to
Condensed Consolidated Financial
Statements (Continued)
The Partnership commonly enters into various derivative
financial transactions which it does not designate as hedges.
These transactions include swing swaps, third
party on-system financial swaps, marketing financial
swaps, storage swaps, basis swaps
and processing margin swaps. Swing swaps are
generally short-term in nature (one month), and are usually
entered into to protect against changes in the volume of daily
versus first-of-month index priced gas supplies or markets.
Third party on-system financial swaps are hedges that the
Partnership enters into on behalf of its customers who are
connected to its systems, wherein the Partnership fixes a supply
or market price for a period of time for its customers, and
simultaneously enters into the derivative transaction. Marketing
financial swaps are similar to on-system financial swaps, but
are entered into for customers not connected to the
Partnerships systems. Storage swap transactions protect
against changes in the value of gas that the Partnership has
stored to serve various operational requirements. Basis swaps
are used to hedge basis location price risk due to buying gas
into one of our systems on one index and selling gas off that
same system on a different index. Processing margin financial
swaps are used to hedge fractionation spread risk at our
processing plants relating to the option to process versus
bypassing our equity gas.
The components of gain on derivatives in the consolidated
statements of operations relating to commodity swaps are (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Change in fair value of derivatives that do not qualify for
hedge accounting
|
|
$
|
524
|
|
|
$
|
853
|
|
Realized gains on derivatives
|
|
|
(5,942
|
)
|
|
|
(1,938
|
)
|
Ineffective portion of derivatives qualifying for hedge
accounting
|
|
|
(5
|
)
|
|
|
53
|
|
Net losses included in assets held for sale
|
|
|
1,087
|
|
|
|
46
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(4,336
|
)
|
|
$
|
(986
|
)
|
|
|
|
|
|
|
|
|
|
The fair value of derivative assets and liabilities relating to
commodity swaps excluding net fair value of derivatives included
in assets held for sale of $0.9 million are as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Fair value of derivative assets current, designated*
|
|
$
|
7,530
|
|
|
$
|
13,714
|
|
Fair value of derivative assets current,
non-designated
|
|
|
3,291
|
|
|
|
13,303
|
|
Fair value of derivative assets long term,
non-designated
|
|
|
4,346
|
|
|
|
4,628
|
|
Fair value of derivative liabilities current,
non-designated
|
|
|
(2,616
|
)
|
|
|
(11,289
|
)
|
Fair value of derivative liabilities long term,
non-designated
|
|
|
(4,215
|
)
|
|
|
(4,384
|
)
|
|
|
|
|
|
|
|
|
|
Net fair value of derivatives
|
|
$
|
8,336
|
|
|
$
|
15,972
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
All commodity swaps currently designated as cash flow hedges are
current assets.
|
Set forth below is the summarized notional volumes and fair
values of all instruments held for price risk management
purposes and related physical offsets at March 31, 2009
(all gas volumes are expressed in MMBtus and liquids are
expressed in gallons). The remaining term of the contracts
extend no later than June 2010 for derivatives, except for
certain basis swaps that extend to March 2012. Changes in the
fair value of the Partnerships mark to market derivatives
are recorded in earnings in the period the transaction is
entered into. The effective portion of changes in the fair value
of cash flow hedges is recorded in accumulated other
comprehensive income until the related anticipated future cash
flow is recognized in earnings. The ineffective portion is
recorded in earnings immediately.
24
CROSSTEX
ENERGY, INC.
Notes to
Condensed Consolidated Financial
Statements (Continued)
|
|
|
|
|
|
|
|
|
|
|
March 31, 2009
|
|
Transaction Type
|
|
Volume
|
|
|
Fair Value
|
|
|
|
(In thousands)
|
|
|
Cash Flow Hedges:
|
|
|
|
|
|
|
|
|
Natural gas swaps (short contracts) (MMBtus)
|
|
|
(450
|
)
|
|
$
|
1,639
|
|
Liquids swaps (short contracts) (gallons)
|
|
|
(8,996
|
)
|
|
|
6,761
|
|
Less: Cash flow hedges included in assets held for sale
|
|
|
|
|
|
|
(870
|
)
|
|
|
|
|
|
|
|
|
|
Total swaps designated as cash flow hedges
|
|
|
|
|
|
$
|
7,530
|
|
|
|
|
|
|
|
|
|
|
Mark to Market Derivatives:*
|
|
|
|
|
|
|
|
|
Swing swaps (long contracts)
|
|
|
450
|
|
|
$
|
68
|
|
Physical offsets to swing swap transactions (short contracts)
|
|
|
(450
|
)
|
|
|
|
|
Swing swaps (short contracts)
|
|
|
(456
|
)
|
|
|
(7
|
)
|
Physical offsets to swing swap transactions (long contracts)
|
|
|
456
|
|
|
|
|
|
Basis swaps (long contracts)
|
|
|
102,579
|
|
|
|
(5,179
|
)
|
Physical offsets to basis swap transactions (short contracts)
|
|
|
(6,847
|
)
|
|
|
25,585
|
|
Basis swaps (short contracts)
|
|
|
(73,591
|
)
|
|
|
6,049
|
|
Physical offsets to basis swap transactions (long contracts)
|
|
|
8,273
|
|
|
|
(25,852
|
)
|
Third-party on-system financial swaps (long contracts)
|
|
|
1,032
|
|
|
|
(3,628
|
)
|
Physical offsets to third-party on-system transactions (short
contracts)
|
|
|
(1,032
|
)
|
|
|
3,732
|
|
Third-party on-system financial swaps (short contracts)
|
|
|
(150
|
)
|
|
|
45
|
|
Physical offsets to third-party on-system transactions (long
contracts)
|
|
|
150
|
|
|
|
12
|
|
Storage swap transactions (long contracts)
|
|
|
112
|
|
|
|
(40
|
)
|
Storage swap transactions (short contracts)
|
|
|
(224
|
)
|
|
|
77
|
|
Less: Mark to market derivatives included in assets held for sale
|
|
|
|
|
|
|
(56
|
)
|
|
|
|
|
|
|
|
|
|
Total mark to market derivatives
|
|
|
|
|
|
$
|
806
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
All are gas contracts, volume in MMBtus
|
On all transactions where the Partnership is exposed to
counterparty risk, the Partnership analyzes the
counterpartys financial condition prior to entering into
an agreement, establishes limits and monitors the
appropriateness of these limits on an ongoing basis. The
Partnership primarily deals with two types of counterparties,
financial institutions and other energy companies, when entering
into financial derivatives on commodities. If the counterparties
failed to completely perform according to the terms of the
contracts the maximum loss the Partnership would sustain is
$8.7 million with financial institutions and
$4.9 million with other energy companies, which represents
the current gross fair value on March 31, 2009.
25
CROSSTEX
ENERGY, INC.
Notes to
Condensed Consolidated Financial
Statements (Continued)
Impact
of Cash Flow Hedges
The impact of realized gains or losses from derivatives
designated as cash flow hedge contracts in the consolidated
statements of operations is summarized below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
Increase (Decrease) in Midstream Revenue
|
|
2009
|
|
|
2008
|
|
|
Natural gas
|
|
$
|
488
|
|
|
$
|
1,241
|
|
Liquids
|
|
|
5,178
|
|
|
|
(5,237
|
)
|
Less: Realized gains or losses included in assets held for sale
|
|
|
(356
|
)
|
|
|
523
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,310
|
|
|
$
|
(3,473
|
)
|
|
|
|
|
|
|
|
|
|
Natural
Gas
As of March 31, 2009, an unrealized derivative fair value
gain of $1.1 million related to cash flow hedges of gas
price risk was recorded in accumulated other comprehensive
income (loss) and is expected to be reclassified into earnings
through December 2009. The actual reclassification to earnings
will be based on mark to market prices at the contract
settlement date, along with the realization of the gain or loss
on the related physical volume, which amount is not reflected
above.
The settlement of cash flow hedge contracts related to April
2009 gas production increased gas revenue by approximately
$0.1 million.
Liquids
As of March 31, 2009, an unrealized derivative fair value
gain of $6.4 million related to cash flow hedges of liquids
price risk was recorded in accumulated other comprehensive
income (loss), all of which is expected to be reclassified into
earnings through December 2009. The actual reclassification to
earnings will be based on mark to market prices at the contract
settlement date, along with the realization of the gain or loss
on the related physical volume, which amount is not reflected
above.
Derivatives
Other Than Cash Flow Hedges
Assets and liabilities related to third party derivative
contracts, swing swaps, basis swaps, storage swaps and
processing margin swaps are included in the fair value of
derivative assets and liabilities and the profit and loss on the
mark to market value of these contracts are recorded net as
(gain) loss on derivatives in the consolidated statement of
operations. The Partnership estimates the fair value of all of
its energy trading contracts using actively quoted prices. The
estimated fair value of energy trading contracts by maturity
date was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity Periods
|
|
|
Less than
|
|
|
|
More than
|
|
|
|
|
One Year
|
|
One to Two Years
|
|
Two Years
|
|
Total Fair Value
|
|
March 31, 2009
|
|
$
|
682
|
|
|
$
|
74
|
|
|
$
|
50
|
|
|
$
|
806
|
|
|
|
(9)
|
Fair
Value Measurements
|
SFAS No. 157,
Fair Value Measurements
(SFAS 157) sets forth a framework for measuring
fair value and required disclosure about fair value measurements
of assets and liabilities. Fair value under SFAS 157 is
defined as the price at which an asset could be exchanged in a
current transaction between knowledgeable, willing parties. A
liabilitys fair value is defined as the amount that would
be paid to transfer the liability to a new obligor, not the
amount that would be paid to settle the liability with the
creditor. Where available, fair value is based on observable
26
CROSSTEX
ENERGY, INC.
Notes to
Condensed Consolidated Financial
Statements (Continued)
market prices or parameters or derived from such prices or
parameters. Where observable prices or inputs are not available,
use of unobservable prices or inputs are used to estimate the
current fair value, often using an internal valuation model.
These valuation techniques involve some level of management
estimation and judgment, the degree of which is dependent on the
item being valued.
SFAS 157 established a three-tier fair value hierarchy,
which prioritizes the inputs used in measuring fair value. These
tiers include: Level 1, defined as observable inputs such
as quoted prices in active markets; Level 2, defined as
inputs other than quoted prices in active markets that are
either directly or indirectly observable; and Level 3,
defined as unobservable inputs in which little or no market data
exists, therefore requiring an entity to develop its own
assumptions.
The Partnerships derivative contracts primarily consist of
commodity swaps and interest rate swap contracts which are not
traded on a public exchange. The fair values of commodity swap
contracts are determined based on inputs that are readily
available in public markets or can be derived from information
available in publicly quoted markets. The Partnership determines
the value of interest rate swap contracts by utilizing inputs
and quotes from the counterparties to these contracts. The
reasonableness of these inputs and quotes is verified by
comparing similar inputs and quotes from other counterparties as
of each date for which financial statements are prepared. The
Partnerships contracts are all level two contracts under
SFAS 157.
Net assets (liabilities) measured at fair value on a recurring
basis are summarized below (in thousands):
|
|
|
|
|
|
|
Level 2
|
|
|
Interest Rate Swaps*
|
|
$
|
(33,463
|
)
|
Commodity Swaps*
|
|
|
9,262
|
|
Less: Net asset value of commodity swaps included in assets held
for sale
|
|
|
(926
|
)
|
|
|
|
|
|
Total
|
|
$
|
(25,127
|
)
|
|
|
|
|
|
|
|
|
*
|
|
Unrealized gains or losses on commodity derivatives qualifying
for hedge accounting are recorded in accumulated other
comprehensive income at each measurement date. Accumulated other
comprehensive loss also includes the unrealized losses on
interest rate swaps of $17.0 million recorded prior to
de-designation in January 2008, of which $8.1 million has
been amortized to earnings through March 2009.
|
The Partnership recorded $7.1 million in other income
during the three months ended March 31, 2008, primarily
from the settlement of disputed liabilities that were assumed
with an acquisition.
The Company has recorded a deferred tax asset in the amount of
$8.5 million and $3.9 million relating to the difference between
its book and tax basis of its investment in the Partnership as
of March 31, 2009 and December 31, 2008, respectively.
Because the Company can only realize this deferred tax asset
upon the liquidation of the Partnership and to the extent of
capital gains, the Company has provided a full valuation
allowance against this deferred tax asset. The deferred tax
asset and the related valuation allowance increased
$4.6 million during the first quarter of 2009 due to the
conversion of the Partnerships senior subordinated
series D units to common units. The income tax provision
for the three months ended March 31, 2009 reflects a tax
benefit of $2.2 million for current period loss from
continuing operations offset by a $4.6 million income tax
expense attributable to a tax basis adjustment in the
Partnership related to senior subordinated series D units
that converted to common units during the period.
27
CROSSTEX
ENERGY, INC.
Notes to
Condensed Consolidated Financial
Statements (Continued)
Taxes are shown in the statements of operations as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Income tax provision (benefit)
|
|
$
|
2,406
|
|
|
$
|
(4,186
|
)
|
Tax provision on discontinued operations
|
|
|
257
|
|
|
|
1,155
|
|
|
|
|
|
|
|
|
|
|
Total tax provision (benefit)
|
|
$
|
2,663
|
|
|
$
|
(3,031
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(12)
|
Commitments
and Contingencies
|
(a) Employment
Agreements
Certain members of management of the Company are parties to
employment contracts with the general partner of the
Partnership. The employment agreements provide those senior
managers with severance payments in certain circumstances and
prohibit each such person from competing with the general
partner of the Partnership or its affiliates for a certain
period of time following the termination of such persons
employment.
(b) Environmental
Issues
The Partnership acquired the south Louisiana processing assets
from the El Paso Corporation in November 2005. One of the
acquired locations, the Cow Island Gas Processing Facility, has
had an active remediation project ongoing for benzene
contaminated groundwater conducted under the jurisdiction of the
Louisiana Department of Environmental Quality (LDEQ) in
accordance to the Risk-Evaluation and Corrective Action Plan
Program (RECAP) state regulations. Groundwater sampling and
analysis conducted during the last six quarters has demonstrated
that the groundwater contamination has been remediated. The LDEQ
has reviewed all analytical results, conducted site visits and
has confirmed that the groundwater contamination at the Cow
Island facility has been resolved. Following the receipt of
written correspondence from the LDEQ attesting that no further
action is required, the Partnership will consider the
environmental issue at Cow Island closed.
(c) Other
The Partnership is involved in various litigation and
administrative proceedings arising in the normal course of
business. In the opinion of management, any liabilities that may
result from these claims would not individually or in the
aggregate have a material adverse effect on its financial
position or results of operations.
On November 15, 2007, Crosstex CCNG Processing Ltd.
(Crosstex Processing), the Partnerships
wholly-owned subsidiary, received a demand letter from Denbury
Onshore, LLC (Denbury), asserting a claim for breach
of contract and seeking payment of approximately
$11.4 million in damages. On April 15, 2008, the
parties mediated the matter unsuccessfully. On December 4,
2008, Denbury initiated formal arbitration proceedings against
Crosstex Processing, Crosstex Energy Services, L.P., Crosstex
North Texas Gathering, L.P., and Crosstex Gulf Coast Marketing,
Ltd., seeking $11.4 million and additional unspecified
damages. Denbury has recently amended its filings alleging fraud
and seeking punitive damages. On December 23, 2008,
Crosstex Processing filed an answer denying Denburys
allegations and a counterclaim seeking a declaratory judgment
that its processing plant is uneconomic under the Processing
Contract. Crosstex Energy, Crosstex Marketing, and Crosstex
Gathering also filed an answer denying Denburys
allegations and asserting that they are improper parties as
Denburys claim is for breach of the Processing Contract
and none of these entities is a party to that agreement.
Crosstex Gathering also filed a counterclaim seeking
approximately $40.0 million in damages for the value of the
NGLs it is entitled to under its Gas Gathering Agreement with
Denbury. A three-person arbitration panel has been named and
discovery is in progress. Arbitration is scheduled for late
2009. Although it is not possible to predict with certainty the
ultimate outcome of this matter, the Partnership does not
believe this will have a material adverse effect on its
consolidated results of operations or financial position.
28
CROSSTEX
ENERGY, INC.
Notes to
Condensed Consolidated Financial
Statements (Continued)
The Partnership (or its subsidiaries) is defending eleven
lawsuits filed by owners of property located near processing
facilities or compression facilities constructed by the
Partnership as part of its systems in north Texas. The suits
generally allege that the facilities create a private nuisance
and have damaged the value of surrounding property. Claims of
this nature have arisen as a result of the industrial
development of natural gas gathering, processing and treating
facilities in urban and occupied rural areas. At this time, five
cases are set for trial in 2009. The remaining cases have not
yet been set for trial. Discovery is underway. Although it is
not possible to predict the ultimate outcomes of these matters,
the Partnership does not believe that these claims will have a
material adverse impact on its consolidated results of
operations or financial condition.
On July 22, 2008, SemStream, L.P. and certain of its
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the U.S. Bankruptcy Code. As of
July 22, 2008, SemStream, L.P. owed the Partnership
approximately $6.2 million, including approximately
$3.9 million for June 2008 sales and approximately
$2.2 million for July 2008 sales. The Partnership believes
the July sales of $2.2 million will receive
administrative claim status in the bankruptcy
proceeding. The debtors schedules acknowledge its
obligation to Crosstex for an administrative claim in the amount
of $2.2 million but the allowance of the administrative
claim status is still subject to approval of the bankruptcy
court in accordance with the administrative claim allowance
procedures order in the case. The Partnership evaluated these
receivables for collectability and provided a valuation
allowance of $3.1 million during the year ended
December 31, 2008.
Identification of operating segments is based principally upon
differences in the types and distribution channel of products.
The Partnerships reportable segments consist of Midstream
and Treating. The Midstream division consists of the
Partnerships natural gas gathering and transmission
operations and includes the south Louisiana processing and
liquids assets, the gathering and transmission assets located in
north Texas, the LIG pipelines and processing plants located in
Louisiana, and various other small systems. Also included in the
Midstream division are the Partnerships energy trading
operations. The operations in the Midstream segment are similar
in the nature of the products and services, the nature of the
production processes, the type of customer, the methods used for
distribution of products and services and the nature of the
regulatory environment. The Treating division generates fees
from its plants either through volume-based treating contracts
or though fixed monthly payments. Segment data does not include
assets held for sale.
The Partnership evaluates the performance of its operating
segments based on operating revenues and segment profits.
Corporate expenses include general partnership expenses
associated with managing all reportable operating segments.
Corporate assets consist principally of property and equipment,
including software, for general corporate support, working
capital and debt financing costs.
29
CROSSTEX
ENERGY, INC.
Notes to
Condensed Consolidated Financial
Statements (Continued)
Summarized financial information concerning the
Partnerships reportable segments is shown in the following
table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Midstream
|
|
|
Treating
|
|
|
Corporate
|
|
|
Totals
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Three months ended March 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales to external customers
|
|
$
|
352,437
|
|
|
$
|
14,312
|
|
|
$
|
|
|
|
$
|
366,749
|
|
Sales to affiliates
|
|
|
|
|
|
|
2,054
|
|
|
|
(2,054
|
)
|
|
|
|
|
Profit on energy trading activities
|
|
|
714
|
|
|
|
|
|
|
|
|
|
|
|
714
|
|
Purchased gas
|
|
|
(284,506
|
)
|
|
|
|
|
|
|
|
|
|
|
(284,506
|
)
|
Operating expenses
|
|
|
(29,011
|
)
|
|
|
(4,971
|
)
|
|
|
2,054
|
|
|
|
(31,928
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit
|
|
$
|
39,634
|
|
|
$
|
11,395
|
|
|
$
|
|
|
|
$
|
51,029
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on derivatives
|
|
$
|
4,336
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
4,336
|
|
Depreciation and amortization
|
|
$
|
(27,123
|
)
|
|
$
|
(2,993
|
)
|
|
$
|
(1,468
|
)
|
|
$
|
(31,584
|
)
|
Capital expenditures
|
|
$
|
34,311
|
|
|
$
|
4,907
|
|
|
$
|
717
|
|
|
$
|
39,935
|
|
Identifiable assets
|
|
$
|
2,013,682
|
|
|
$
|
202,682
|
|
|
$
|
48,086
|
|
|
$
|
2,264,450
|
|
Three months ended March 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales to external customers
|
|
$
|
798,902
|
|
|
$
|
11,080
|
|
|
$
|
|
|
|
$
|
809,982
|
|
Sales to affiliates
|
|
|
|
|
|
|
1,541
|
|
|
|
(1,541
|
)
|
|
|
|
|
Profit on energy trading activities
|
|
|
856
|
|
|
|
|
|
|
|
|
|
|
|
856
|
|
Purchased gas
|
|
|
(717,584
|
)
|
|
|
|
|
|
|
|
|
|
|
(717,584
|
)
|
Operating expenses
|
|
|
(30,900
|
)
|
|
|
(6,986
|
)
|
|
|
1,541
|
|
|
|
(36,345
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit
|
|
$
|
51,274
|
|
|
$
|
5,635
|
|
|
$
|
|
|
|
$
|
56,909
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) on derivatives
|
|
$
|
986
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
986
|
|
Depreciation and amortization
|
|
$
|
(24,241
|
)
|
|
$
|
(2,936
|
)
|
|
$
|
(1,717
|
)
|
|
$
|
(28,894
|
)
|
Capital expenditures
|
|
$
|
62,590
|
|
|
$
|
4,468
|
|
|
$
|
1,534
|
|
|
$
|
68,592
|
|
Identifiable assets
|
|
$
|
2,351,249
|
|
|
$
|
211,990
|
|
|
$
|
44,659
|
|
|
$
|
2,607,898
|
|
The following table reconciles the segment profits reported
above to the operating income as reported in the consolidated
statements of operations (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Segment profits
|
|
$
|
51,029
|
|
|
$
|
56,909
|
|
General and administrative expenses
|
|
|
(14,859
|
)
|
|
|
(16,106
|
)
|
Gain on derivatives
|
|
|
4,336
|
|
|
|
986
|
|
Gain on sale of property
|
|
|
878
|
|
|
|
260
|
|
Depreciation and amortization
|
|
|
(31,584
|
)
|
|
|
(28,894
|
)
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
$
|
9,800
|
|
|
$
|
13,155
|
|
|
|
|
|
|
|
|
|
|
30
|
|
Item 2.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
|
You should read the following discussion of our financial
condition and results of operations in conjunction with the
financial statements and notes thereto included elsewhere in
this report.
Overview
Crosstex Energy, Inc. is a Delaware corporation formed on
April 28, 2000 to engage in the gathering, transmission,
treating, processing and marketing of natural gas and natural
gas liquids (NGLs) through its subsidiaries. On July 12,
2002, we formed Crosstex Energy, L.P., a Delaware limited
partnership, to acquire indirectly substantially all of the
assets, liabilities and operations of its predecessor, Crosstex
Energy Services, Ltd. Our assets consist almost exclusively of
partnership interests in Crosstex Energy, L.P., a publicly
traded limited partnership engaged in the gathering,
transmission, treating, processing and marketing of natural gas
and NGLs. These partnership interests consist of
(i) 16,414,830 common units, representing approximately
33.0% of the limited partner interests in Crosstex Energy, L.P.,
and (ii) 100% ownership interest in Crosstex Energy GP,
L.P., the general partner of Crosstex Energy, L.P., which owns a
2.0% general partner interest and all of the incentive
distribution rights in Crosstex Energy, L.P.
Since we control the general partner interest in the
Partnership, we reflect our ownership interest in the
Partnership on a consolidated basis, which means that our
financial results are combined with the Partnerships
financial results and the results of our other subsidiaries. We
have no separate operating activities apart from those conducted
by the Partnership, and our cash flows consist almost
exclusively of distributions from the Partnership on the
partnership interests we own. Our consolidated results of
operations are derived from the results of operations of the
Partnership and also include our gains on the issuance of units
in the Partnership, deferred taxes, interest income (expense)
and general and administrative expenses not reflected in the
Partnerships results of operation. Accordingly, the
discussion of our financial position and results of operations
in this Managements Discussion and Analysis of
Financial Condition and Results of Operations primarily
reflects the operating activities and results of operations of
the Partnership.
The Partnership has two industry segments, Midstream and
Treating, with a geographic focus in the north Texas Barnett
Shale area and in Louisiana. The Partnerships Midstream
division focuses on the gathering, processing, transmission and
marketing of natural gas and natural gas liquids (NGLs), as well
as providing certain producer services, while the Treating
division focuses on the removal of contaminants from natural gas
and NGLs to meet pipeline quality specifications. For the three
months ended March 31, 2009, 82.7% of the
Partnerships gross margin was generated in the Midstream
division, with the balance in the Treating division. The
Partnership focuses on gross margin to manage its operations
because its operations is generally to purchase and resell
natural gas for a margin, or to gather, process, transport,
market or treat natural gas and NGLs for a fee. The Partnership
buys and sells most of its natural gas at a fixed relationship
to the relevant index price so margins are not significantly
affected by changes in natural gas prices. In addition, the
Partnership receives certain fees for processing based on a
percentage of the liquids produced and enters into hedge
contracts for its expected share of liquids produced to protect
margins from changes in liquid prices.
The Partnerships Midstream segment margins are determined
primarily by the volumes of natural gas gathered, transported,
purchased and sold through its pipeline systems, processed at
its processing facilities and the volumes of NGLs handled at its
fractionation facilities. Treating segment margins are largely a
function of the number and size of treating plants in operation
as well as fees earned for removing impurities at a non-operated
processing plant. The Partnership Midstream segment generates
revenues from five primary sources:
|
|
|
|
|
purchasing and reselling or transporting natural gas on the
pipeline systems it owns;
|
|
|
|
processing natural gas at its processing plants and
fractionating and marketing the recovered NGLs;
|
|
|
|
treating natural gas at its treating plants;
|
|
|
|
providing compression services; and
|
|
|
|
providing off-system marketing services for producers.
|
31
With respect to the Partnerships Midstream services, the
Partnership generally gathers or transports gas owned by others
through its facilities for a fee, or buys natural gas from a
producer, plant or shipper at either a fixed discount to a
market index or a percentage of the market index, then transport
and resell the natural gas. In purchase/sale transactions, the
resale price is generally based on the same index price at which
the gas was purchased, and, if the Partnership is to be
profitable, at a smaller discount or larger premium to the index
than was purchased. The Partnership attempts to execute all
purchases and sales substantially concurrently, or enters into a
future delivery obligation, thereby establishing the basis for
the margin the Partnership will receive for each natural gas
transaction. Gathering and transportation margins related to a
percentage of the index price can be adversely affected by
declines in the price of natural gas.
The Partnership also realizes gross margins in its Midstream
segment from processing services primarily through three
different contract arrangements: processing margins (margin),
percentage of liquids (POL) or fee based. Under a margin
contract arrangement the gross margins are higher during periods
of high liquid prices relative to natural gas prices. Gross
margin results under a POL contract are impacted only by the
value of the liquids produced. Under fee based contracts margins
are driven by throughput volume.
The Partnership generates treating revenues under three
arrangements:
|
|
|
|
|
a volumetric fee based on the amount of gas treated, which
accounted for 5.0% and 30.5% of the operating income in the
Treating division for the three months ended March 31, 2009
and 2008, respectively;
|
|
|
|
a fixed fee for operating the plant for a certain period, which
accounted for 68.2% and 43.7% of the operating income in the
Treating division for the three months ended March 31, 2009
and 2008, respectively; or
|
|
|
|
a fee arrangement in which the producer operates the plant,
which accounted for 26.8% and 25.7% of the operating income in
the Treating division for the three months ended March 31,
2009 and 2008, respectively.
|
Operating expenses are costs directly associated with the
operations of a particular asset. Among the most significant of
these costs are those associated with direct labor and
supervision and associated transportation and communication
costs, property insurance, ad valorem taxes, repair and
maintenance expenses, measurement and utilities. These costs are
normally fairly stable across broad volume ranges, and
therefore, do not normally decrease or increase significantly in
the short term with decreases or increases in the volume of gas
moved through the asset.
Recent
Developments
Global financial markets and economic conditions have been, and
continue to be, disrupted and volatile. Numerous events have
severely restricted current liquidity in the capital markets
throughout the United States and around the world. The ability
to raise money in the debt and equity markets has diminished
significantly and, if available, the cost of funds has increased
substantially. One of the features driving investments in MLPs,
including the Partnership, over the past few years has been the
distribution growth offered by MLPs due to liquidity in the
financial markets for capital investments to grow distributable
cash flow through development projects and acquisitions. Future
growth opportunities have been and are expected to continue to
be constrained by the lack of liquidity in the financial markets.
Conditions in the Partnerships industry have continued to
be challenging in 2009. For example:
|
|
|
|
|
Prices of oil, natural gas and NGLs remain below the market
prices realized throughout most of 2008.
|
|
|
|
As a result of lower forecasted NGL prices and the related
fractionation spreads, the Partnership believes that its
processing margins in the remainder of 2009 will be
substantially lower than the processing margins realized in
2008. For the quarter ended March 31, 2009, approximately
23.8% of its gross margin was attributable to gas processing as
compared to 44.0% of its gross margin for quarter ended
March 31, 2008.
|
|
|
|
The decline in drilling activity by gas producers in the
Partnerships areas of operations that began during the
fourth quarter of 2008 as a result of the global economic crisis
has continued. Several of its customers, including one of its
largest customers in the Barnett Shale, have announced drilling
plans for 2009 that are substantially below their drilling
levels during 2008.
|
32
|
|
|
|
|
Several offshore production platforms and pipelines that
transport gas production to the Partnerships Pelican,
Eunice and Sabine Pass processing plants in south Louisiana were
damaged by hurricanes Gustav and Ike, which came ashore in the
Gulf Coast in September 2008. The Partnership does not
anticipate that gas production to its south Louisiana plants
will recover to pre-hurricane levels until mid-2009, when all
repairs to pipeline systems supplying the plants are expected to
be complete.
|
Despite the weaker commodity environment and reduced drilling
activity, the Partnership is positioning itself to benefit from
a recovering economy. In particular, during the first quarter
of 2009:
|
|
|
|
|
The Partnership has adjusted its business strategy for 2009 to
focus on maximizing its liquidity, maintaining a stable asset
base and improving the profitability of its assets by increasing
their utilization while controlling costs. The Partnership has
also reduced its capital expenditures.
|
|
|
|
The Partnership began marketing certain non-strategic assets and
expect to complete the disposition of these assets within
the year.
|
|
|
|
The Partnership amended its bank credit facility and its senior
secured note agreements in February 2009 to negotiate terms that
facilitate its compliance with debt covenants while it operate
its assets during the current difficult economic conditions. The
terms of the amended agreements allow the Partnership to
maintain a higher level of leverage and to maintain a lower
interest coverage ratio; however, its interest costs will
increase and its ability to pay distributions and incur
additional indebtedness are restricted when it is operating at
higher leverage ratios.
|
Expansions
The Partnership has continued its expansion of its north Texas
pipeline gathering system in the Barnett Shale during the first
quarter of 2009 to handle volume growth and to connect new wells
to its gathering system pursuant to existing obligations with
producers. The Partnership connected approximately 35 new wells
during the first quarter of 2009 bringing the total new wells
connected to its gathering system to 479 since the Partnership
acquired the system in June 2006.
The Partnership has also continued the expansion of its north
Louisiana system to provide additional compression to provide
increased capacity to producers in the Haynesville Shale gas
play. The expansion is scheduled to be completed in July 2009.
Results
of Operations
Set forth in the table below is certain financial and operating
data for the Midstream and Treating divisions for the periods
indicated and excludes financial and operating data for
discontinued operations.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(Dollars in millions)
|
|
|
Midstream revenues
|
|
$
|
352.4
|
|
|
$
|
798.9
|
|
Midstream purchased gas
|
|
|
(284.5
|
)
|
|
|
(717.6
|
)
|
Profit on energy trading activities
|
|
|
0.7
|
|
|
|
0.9
|
|
|
|
|
|
|
|
|
|
|
Midstream gross margin
|
|
|
68.6
|
|
|
|
82.2
|
|
|
|
|
|
|
|
|
|
|
Treating revenues
|
|
|
14.3
|
|
|
|
11.1
|
|
|
|
|
|
|
|
|
|
|
Total gross margin
|
|
$
|
82.9
|
|
|
$
|
93.3
|
|
|
|
|
|
|
|
|
|
|
Midstream Volumes (MMBtu/d):
|
|
|
|
|
|
|
|
|
Gathering and transportation
|
|
|
2,045,000
|
|
|
|
2,006,000
|
|
Processing
|
|
|
1,101,000
|
|
|
|
2,004,000
|
|
Producer services
|
|
|
113,000
|
|
|
|
80,000
|
|
Treating plants in service at end of period
|
|
|
185
|
|
|
|
185
|
|
33
Three
Months Ended March 31, 2009 Compared to Three Months Ended
March 31, 2008
Gross Margin and Profit on Energy Trading
Activities.
Midstream gross margin was
$68.6 million for the three months ended March 31,
2009 compared to $82.2 million for the three months ended
March 31, 2008, a decrease of $13.6 million, or 16.5%.
The decrease was primarily due to the Partnerships
processing operations which were negatively impacted by lower
NGL prices than in the first quarter 2008, combined with a
decline in inlet volumes. This decrease was partially offset by
gross margin gains on the Partnerships gathering and
transmission systems due to expansion projects and increased
throughput. Profit on energy trading activities decreased for
the comparative periods by approximately $0.2 million.
The weaker processing environment contributed to a significant
decline in the gross margin for the processing plants in
Louisiana for the quarter ended March 31, 2009. The
Plaquemine and Gibson plants reported gross margin declines of
$5.4 million and $5.3 million, respectively. The
Eunice plant, which is still impacted by supply disruptions from
hurricane activity in 2008, experienced a margin decline of
$4.6 million for the three months ended March 31, 2009
over the same period in 2008. The Pelican, Sabine Pass and Blue
Water plants combined for an additional gross margin decline of
$2.9 million. System expansion in the north Texas region
and increased throughput on the gathering systems contributed
$8.3 million of gross margin growth for the quarter ended
March 31, 2009 over the same period in 2008. The processing
facilities in the north Texas region, which were also impacted
by a weaker NGL market, reported a gross margin decline of
$1.5 million. A decrease in throughput volume on the east
Texas system resulted in a margin decline of $0.8 million
for the comparable periods.
Treating gross margin was $14.3 million for the three
months ended March 31, 2009 compared to $11.1 million
for the three months ended March 31, 2008, an increase of
$3.2 million, or 29.2%. Treating plants, dew point control
plants, and related equipment in service totaled 185 plants at
both March 31, 2009 and March 31, 2008. Timing, size
and increased monthly fees on plants placed in service versus
plants coming out of service and increased fees on existing
month to month treating contracts make up $3.1 million of
positive gross margin variance. Field services provided to
producers also contributed gross margin growth of
$0.1 million for the comparable periods.
Operating Expenses.
Operating expenses were
$31.9 million for the three months ended March 31,
2009, compared to $36.3 million for the three months ended
March 31, 2008, a decrease of $4.4 million, or 12.2%.
The decrease is primarily attributable to the following factors:
|
|
|
|
|
$1.5 million decrease in Midstream operating expenses
resulting primarily from initiatives undertaken in late 2008 and
early 2009 to reduce expenses. Contractor services and labor
costs decreased by $0.7 million, chemicals and materials
decreased by $0.6 million and utilities decreased by
$0.3 million. Operating expenses also decreased by
$1.0 million between periods because the Blue Water plant
ceased operation in January 2009 and the Arkoma gathering system
was sold in February 2009. These decreases were partially offset
by equipment rental increases of $0.7 million and ad
valorem taxes increases of $0.6 million;
|
|
|
|
$2.0 million decrease in Treating operating expenses
include a $0.5 million decrease for contractor services
costs, a $0.5 million decrease for materials and supplies
and a $0.6 million decrease for labor costs; and
|
|
|
|
$0.8 million decrease in technical services operating
expense.
|
General and Administrative Expenses.
General
and administrative expenses were $14.9 million for the
three months ended March 31, 2009 compared to
$16.1 million for the three months ended March 31,
2008, a decrease of $1.2 million, or 7.7%. The decrease is
primarily attributable to the following factors:
|
|
|
|
|
$1.1 million decrease in various expenses, including
professional fees and services, office supplies and expenses,
travel and training resulting from initiatives undertaken in
late 2008 and early 2009 to reduce expenses;
|
|
|
|
$0.9 million decrease in stock-based compensation expense
resulting from the reduction of estimated performance-based
restricted units and restricted shares and a workforce reduction
in January 2009;
|
34
|
|
|
|
|
$0.5 million increase in rental expense resulting primarily
from the additional costs associated with the cancelled
relocation of our corporate headquarters; and
|
|
|
|
$0.3 million increase in labor and benefits related to
severance costs associated with a reduction in workforce.
|
Gain/Loss on Derivatives.
The Partnership had
a gain on derivatives of $4.3 million for the three months
ended March 31, 2009 compared to a gain of
$1.0 million for the three months ended March 31,
2008. The derivative transaction types contributing to the net
gain are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
Total
|
|
|
Realized
|
|
|
Total
|
|
|
Realized
|
|
|
(Gain)/Loss on Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis swaps
|
|
$
|
(0.9
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
(1.9
|
)
|
Processing margin hedges
|
|
|
(4.1
|
)
|
|
|
(4.1
|
)
|
|
|
0.2
|
|
|
|
0.2
|
|
Storage
|
|
|
(0.2
|
)
|
|
|
(1.0
|
)
|
|
|
0.2
|
|
|
|
|
|
Third-party on-system swaps
|
|
|
(0.2
|
)
|
|
|
(0.2
|
)
|
|
|
(0.1
|
)
|
|
|
|
|
Less: Derivative gains related to assets held for sale and
included in income from discontinued operations
|
|
|
1.1
|
|
|
|
0.4
|
|
|
|
|
|
|
|
0.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(4.3
|
)
|
|
$
|
(5.6
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
(1.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and Amortization.
Depreciation
and amortization expenses were $31.6 million for the three
months ended March 31, 2009 compared to $28.9 million
for the three months ended March 31, 2008, an increase of
$2.7 million, or 9.3%. Midstream depreciation and
amortization increased $3.1 million due to the north Texas
assets and was offset by a $0.4 million decline due to the
first quarter 2009 disposition of the Arkoma system and the
Seminole gas processing plant.
Interest Expense.
Interest expense was
$22.3 million for the three months ended March 31,
2009 compared to $24.5 million for the three months ended
March 31, 2008, a decrease of $2.2 million, or 9.0%.
The decrease relates primarily to the decrease in LIBOR rates
and interest rate swap expense. Net interest expense consists of
the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Senior notes
|
|
$
|
8.0
|
|
|
$
|
6.9
|
|
Credit facility
|
|
|
7.4
|
|
|
|
9.9
|
|
Excess leverage fee
|
|
|
0.6
|
|
|
|
|
|
PIK notes
|
|
|
0.4
|
|
|
|
|
|
Capitalized interest
|
|
|
(0.5
|
)
|
|
|
(1.0
|
)
|
Mark to market interest rate swaps
|
|
|
(0.4
|
)
|
|
|
7.9
|
|
Realized interest rate swaps
|
|
|
4.6
|
|
|
|
|
|
Interest income
|
|
|
|
|
|
|
(0.2
|
)
|
Other
|
|
|
2.2
|
|
|
|
1.0
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
22.3
|
|
|
$
|
24.5
|
|
|
|
|
|
|
|
|
|
|
Income Taxes.
Income tax expense was
$2.4 million for the three months ended March 31, 2009
compared to an income tax benefit of $4.2 million for the three
months ended March 31, 2008. The income tax provision for
the three months ended March 31, 2009 reflects a tax
benefit of $2.2 million for current period loss offset by a
$4.6 million income tax expense attributable to a tax basis
adjustment in the Partnership related to the conversion of the
senior subordinated series D units to common units on
March 23, 2009. The income tax provision for the three
35
months ended March 31, 2008 reflects a provision of
$1.9 million for current period income offset by a
$6.1 million income tax benefit attributable to a tax basis
adjustment in the Partnership related to the Companys
share of senior subordinated series C units that converted
to common units during the period.
Loss on Extinguishment of Debt.
We recognized
a loss on extinguishment of debt during the three months ended
March 31, 2009 of $4.7 million due to the February
2009 amendment to the senior secured note agreement. The
modifications to this agreement pursuant to this amendment were
substantive as defined EITF Issue
No. 96-19,
Debtors Accounting for a Modification or Exchange
of Debt Instruments
and were accounted for as the
extinguishment of the old debt and the creation of new debt. As
a result, the unamortized costs associated with the senior
secured notes prior to the amendment as well as the fees paid to
the senior secured lenders for the February 2009 amendment were
expensed in the first quarter of 2009.
Other Income.
The Partnership reported
$7.1 million in other income during the three months ended
March 31, 2008, primarily from the settlement of disputed
liabilities that were assumed with an acquisition.
Interest of Non-Controlling Partners in the
Partnerships Net Loss from Continuing Operations
. The
interest of non-controlling partners in the Partnerships
net loss increased by $1.5 million to a loss of
$10.3 million for the three months ended March 31,
2009 compared to a loss of $8.8 million for the three
months ended March 31, 2008 due to the changes shown in the
following summary (in millions):
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Net loss for the Partnership from continuing operations
|
|
$
|
(17.1
|
)
|
|
$
|
(4.0
|
)
|
(Income) allocation to CEI for the general partner incentive
distributions
|
|
|
|
|
|
|
(11.8
|
)
|
Stock-based compensation costs allocated to CEI for its stock
options and restricted stock granted to Partnership officers,
employees and directors
|
|
|
0.6
|
|
|
|
1.0
|
|
(Income)/loss allocation to CEI for its 2% general partner share
of Partnership (income) loss
|
|
|
0.4
|
|
|
|
0.4
|
|
|
|
|
|
|
|
|
|
|
Net loss from continuing operations allocable to limited partners
|
|
|
(16.1
|
)
|
|
|
(14.4
|
)
|
Less: CEIs share of net (income) loss allocable to limited
partners
|
|
|
5.8
|
|
|
|
5.5
|
|
Plus: Non-controlling partners share of net income (loss)
in Denton County Joint Venture
|
|
|
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
Non-controlling partners share of Partnership net loss
from continuing operations
|
|
$
|
(10.3
|
)
|
|
$
|
(8.8
|
)
|
|
|
|
|
|
|
|
|
|
Discontinued Operations.
As part of the
Partnerships strategy to increase liquidity in response to
the tightening financial markets, the Partnership has sold and
is also marketing for sale certain non-strategic assets. The
Partnership sold its undivided 12.4% interest in the Seminole
gas processing plant to a third party in November 2008. In
addition, the Partnership is marketing for sale certain
Midstream assets and the related Treating assets as of
March 31, 2009. In accordance with SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived
Assets,
the results of operations related to the
Seminole gas processing plant and the assets held for sale are
presented in income from discontinued operations for the
comparative periods in the statements of operations. Revenues,
the related costs of operations, depreciation and amortization,
and allocated interest are reflected in the income from
discontinued operations. No general and administrative expenses
have been allocated to income from
36
discontinued operations. Following are the components of
revenues and earnings from discontinued operations and operating
data (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Midstream revenues
|
|
$
|
179.2
|
|
|
$
|
453.3
|
|
Treating revenues
|
|
$
|
2.0
|
|
|
$
|
5.3
|
|
Net income from discontinued operations net of tax
|
|
$
|
1.5
|
|
|
$
|
6.7
|
|
Gathering and Transmission Volumes (MMBtu/d)
|
|
|
563,000
|
|
|
|
537,000
|
|
Processing Volumes (MMBtu/d)
|
|
|
191,000
|
|
|
|
214,000
|
|
Critical
Accounting Policies
Information regarding the Companys Critical Accounting
Policies is included in Item 7 of the Companys Annual
Report on
Form 10-K
for the year ended December 31, 2008.
Liquidity
and Capital Resources
Cash Flows from Operating Activities.
Net cash
provided by operating activities was $10.0 million for the
three months ended March 31, 2009 compared to cash provided
by operations of $61.4 million for the three months ended
March 31, 2008. Income before non-cash income and expenses
and changes in working capital for comparative periods were as
follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
March 31,
|
|
|
2009
|
|
2008
|
|
Income before non-cash income and expenses
|
|
$
|
25.6
|
|
|
$
|
48.2
|
|
Changes in working capital
|
|
|
(15.5
|
)
|
|
|
13.3
|
|
The primary reason for the decrease in income before non-cash
income and expenses of $22.6 million from 2008 to 2009 was
decreased operating income (update). Changes in working capital
may fluctuate significantly between periods even though the
Partnerships trade receivables and payables are typically
collected and paid in 30 to 60 day pay cycles. A large
volume of its revenues are collected and a large volume of its
gas purchases are paid near each month end or the first few days
of the following month so receivable and payable balances at any
month end may fluctuate significantly depending on the timing of
these receipts and payments. In addition, although the
Partnership strives to minimize natural gas and NGLs in
inventory, these working inventory balances may fluctuate
significantly from period-to-period due to operational reasons
and due to changes in natural gas and NGL prices. Working
capital also includes mark to market derivative assets and
liabilities associated with derivative cash flow hedges which
may fluctuate significantly due to the changes in natural gas
and NGL prices. The changes in working capital during the three
months ended March 31, 2008 and 2009 are due to the impact
of the fluctuations discussed above and are not indicative of
any change in operating cash flow trends.
Cash Flows from Investing Activities.
Net cash
used in investing activities was $34.6 million and
$73.2 million for the three months ended March 31,
2009 and 2008, respectively. The primary investing activities
were capital expenditures for internal growth, net of accrued
amounts, as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Growth capital expenditures
|
|
$
|
46.6
|
|
|
$
|
69.9
|
|
Maintenance capital expenditures
|
|
|
2.1
|
|
|
|
3.6
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
48.7
|
|
|
$
|
73.5
|
|
|
|
|
|
|
|
|
|
|
Net cash invested in Midstream assets was $42.4 million and
$64.5 million for the three months ended March 31,
2009 and 2008, respectively. Net cash invested in Treating
assets was $5.6 million for the three months
37
ended March 31, 2009 and $7.5 million for the three
months ended March 31, 2008. Net cash invested in other
corporate assets was $0.7 million for three months ended
March 31, 2009 and $1.5 million for three months ended
March 31, 2008.
Cash flows from investing activities for the three months ended
March 31, 2009 and 2008 also include proceeds from property
sales of $11.0 million and $0.3 million, respectively.
The Arkoma asset was sold in the quarter ending March 31,
2009 for $11.0 million.
Cash Flows from Financing Activities.
Net cash
provided by financing activities was $24.6 million and
$14.4 million for the three months ended March 31,
2009 and 2008, respectively. Financing activities primarily
relate to funding of capital expenditures. The
Partnerships financings have primarily consisted of
borrowings under the bank credit facility, borrowings under
capital lease obligations, equity offerings and senior note
repayments during 2009 and 2008 as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
March 31,
|
|
|
2009
|
|
2008
|
|
Net borrowings under bank credit facility
|
|
$
|
73.0
|
|
|
$
|
56.0
|
|
Senior note repayments
|
|
|
(2.4
|
)
|
|
|
(2.4
|
)
|
Net borrowings under the capital lease obligations
|
|
|
0.9
|
|
|
|
4.5
|
|
Debt refinancing costs
|
|
|
(13.4
|
)
|
|
|
0.2
|
|
Dividends to shareholders and distributions to non-controlling
partners in the Partnership represent our primary use of cash in
financing activities. Total cash distributions made during the
three months ended were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Dividend to shareholders
|
|
$
|
4.2
|
|
|
$
|
12.2
|
|
Non-controlling partner distributions
|
|
|
7.5
|
|
|
|
11.6
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
11.7
|
|
|
$
|
23.8
|
|
|
|
|
|
|
|
|
|
|
In order to reduce our interest costs, the Partnership does not
borrow money to fund outstanding checks until they are presented
to the bank. Fluctuations in drafts payable are caused by timing
of disbursements, cash receipts and draws on the
Partnerships revolving credit facility. The Partnership
borrows money under its $1.183 billion credit facility to
fund checks as they are presented. As of March 31, 2009,
the Partnership had approximately $237.0 million of
available borrowing capacity under this facility. Changes in
drafts payable for the three months ended 2009 and 2008 were as
follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
March 31,
|
|
|
2009
|
|
2008
|
|
Decrease in drafts payable
|
|
$
|
21.5
|
|
|
$
|
16.0
|
|
Off-Balance Sheet Arrangements.
The Company
had no off-balance sheet arrangements as of March 31, 2009.
Capital Requirements of the Partnership.
The
Partnership has reduced its budgeted capital expenditures
significantly for 2009 due to limited access to capital. Total
growth capital investments in the calendar year 2009 are
currently anticipated to be approximately $100.0 million
and primarily relate to capital projects in north Texas and
Louisiana pursuant to contractual obligations with producers and
vendors. The Partnership will use cash flow from operations and
existing capacity under its bank credit facility to fund its
reduced capital spending plan during 2009. During the first
quarter of 2009, its growth capital investments were
$37.5 million.
The Partnership lowered its distribution level to $0.25 per unit
for the fourth quarter of 2008 which was paid in February 2009.
The amended terms of its credit facility and senior secured note
agreement restricts its ability to
38
make distributions unless certain conditions are met. The
Partnership does not expect that it will meet these conditions
in 2009. Since our cash flows consist almost exclusively of
distributions from the Partnership on the partnership interests
we own, we do not expect to receive any significant cash flows
until the Partnership is able to improve its leverage ratio and
begin making distributions again. We do not anticipate making
any future dividend payments after the dividend payment in
February 2009 with respect to fourth quarter 2008 operating
results until we begin receiving distributions from the
Partnership again.
Total Contractual Cash Obligations.
A summary
of the Partnerships total contractual cash obligations as
of March 31, 2009, is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period
|
|
|
|
Total
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
Thereafter
|
|
|
Long-term debt
|
|
$
|
1,334.4
|
|
|
$
|
7.1
|
|
|
$
|
20.3
|
|
|
$
|
889.0
|
|
|
$
|
93.0
|
|
|
$
|
93.0
|
|
|
$
|
232.0
|
|
Interest payable on fixed long-term debt obligations
|
|
|
215.2
|
|
|
|
33.5
|
|
|
|
42.8
|
|
|
|
41.2
|
|
|
|
36.4
|
|
|
|
27.8
|
|
|
|
33.5
|
|
Capital lease obligations
|
|
|
33.9
|
|
|
|
2.6
|
|
|
|
3.4
|
|
|
|
3.4
|
|
|
|
3.4
|
|
|
|
3.4
|
|
|
|
17.7
|
|
Operating leases
|
|
|
83.8
|
|
|
|
22.9
|
|
|
|
19.4
|
|
|
|
18.1
|
|
|
|
16.6
|
|
|
|
3.1
|
|
|
|
3.7
|
|
Unconditional purchase obligations
|
|
|
3.1
|
|
|
|
3.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FIN 48 tax obligations
|
|
|
2.0
|
|
|
|
1.7
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual obligations
|
|
$
|
1,672.4
|
|
|
$
|
70.9
|
|
|
$
|
86.0
|
|
|
$
|
951.8
|
|
|
$
|
149.5
|
|
|
$
|
127.3
|
|
|
$
|
286.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The above table does not include any physical or financial
contract purchase commitments for natural gas.
Interest obligations do not include any additional interest of
1.25% per annum of the senior secured notes (the PIK
notes) as this amount would be an estimate based on
expected earnings.
The unconditional purchase obligations for 2009 relate to
purchase commitments for equipment.
Indebtedness
As of March 31, 2009 and December 31, 2008, long-term
debt consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Bank credit facility, interest based on Prime and/or LIBOR plus
an applicable margin, interest rates (per the facility) at
March 31, 2009 and December 31, 2008 were 7.68% and
6.33%, respectively
|
|
$
|
857,000
|
|
|
$
|
784,000
|
|
Senior secured notes, weighted average interest rate at
March 31, 2009 and December 31, 2008 were 10.5% and
8.0%, respectively
|
|
|
477,353
|
|
|
|
479,706
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,334,353
|
|
|
|
1,263,706
|
|
Less current portion
|
|
|
(9,412
|
)
|
|
|
(9,412
|
)
|
|
|
|
|
|
|
|
|
|
Debt classified as long-term
|
|
$
|
1,324,941
|
|
|
$
|
1,254,294
|
|
|
|
|
|
|
|
|
|
|
Credit Facility.
As of March 31, 2009,
the Partnership had a bank credit facility with a borrowing
capacity of $1.183 billion that matures in June 2011. As of
March 31, 2009, $946.3 million was outstanding under
the bank credit facility, including $89.3 million of
letters of credit, leaving approximately $237.0 million
available for future borrowing. The bank credit facility is
guaranteed by certain of the Partnerships subsidiaries.
Recent
Accounting Pronouncements
In December 2007, the FASB issued SFAS No. 141R,
Business Combinations
(SFAS 141R) and
SFAS No. 160,
Noncontrolling Interests in
Consolidated Financial Statements
(SFAS 160).
SFAS 141R requires most identifiable assets, liabilities,
noncontrolling interests and goodwill acquired in a business
combination to be recorded at full fair value. The
Statement applies to all business combinations, including
combinations among mutual entities and combinations by contract
alone. Under SFAS 141R, all business combinations will be
accounted
39
for by applying the acquisition method. SFAS 141R is
effective for periods beginning on or after December 15,
2008. SFAS 160 requires noncontrolling interests
(previously referred to as minority interests) to be treated as
a separate component of equity, not as a liability or other item
outside of permanent equity. SFAS 160 was adopted
January 1, 2009 and comparative period information has been
recast to classify noncontrolling interests in equity, and
attribute net income and other comprehensive income to
noncontrolling interests.
In March of 2008, the FASB issued Statement of Financial
Accounting Standards No. 161,
Disclosures about
Derivative Instruments and Hedging Activities, an amendment of
FASB Statement No. 133
(SFAS 161).
SFAS 161 requires entities to provide greater transparency
about how and why the entity uses derivative instruments, how
the instruments and related hedged items are accounted for under
SFAS 133, and how the instruments and related hedged items
affect the financial position, results of operations and cash
flows of the entity. SFAS 161 is effective for fiscal years
beginning after November 15, 2008. SFAS 161 was
adopted effective January 1, 2009 and the Partnership added
the required disclosures.
In June 2008, the Financial Accounting Standards Board (FASB)
issued Staff Position FSP
EITF 03-6-1
(the FSP) which requires unvested share-based payment awards
that contain nonforfeitable rights to dividends or dividend
equivalents to be treated as
participating securities
as
defined in EITF Issue
No. 03-6,
Participating Securities and the Two-Class Method
under FASB Statement No. 128, and, therefore,
included in the earnings allocation in computing earnings per
share under the two-class method described in FASB Statement
No. 128,
Earnings per Share
. The FSP is effective
for financial statements issued for fiscal years beginning after
December 15, 2008 and interim periods within those years.
The Company adopted the FSP effective January 1, 2009 and
adjusted all prior reporting periods to conform to the
requirements.
In May 2008, the FASB issued SFAS No. 162,
The
Hierarchy of Generally Accepted Accounting Principles
(SFAS No. 162). SFAS No. 162
is intended to improve financial reporting by identifying a
consistent framework, or hierarchy, for selecting accounting
principles to be used in preparing financial statements of
nongovernmental entities that are presented in conformity with
generally accepted accounting principles in the United States of
America. SFAS No. 162 is effective for fiscal years
beginning after November 15, 2008. The Company adopted
SFAS No. 162 effective January 1, 2009 and there
was no material impact on our consolidated financial statements.
Disclosure
Regarding Forward-Looking Statements
This Quarterly Report on
Form 10-Q
includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of
1934, as amended that are based on information currently
available to management as well as managements assumptions
and beliefs. Statements included in this report which are not
historical facts are forward-looking statements. These
statements can be identified by the use of forward-looking
terminology including forecast, may,
believe, will, expect,
anticipate, estimate,
continue or other similar words. These statements
discuss future expectations, contain projections of results of
operations or of financial condition or state other
forward-looking information. Such statements reflect
our current views with respect to future events based on what we
believe are reasonable assumptions; however, such statements are
subject to certain risks and uncertainties. In addition to
specific uncertainties discussed elsewhere in this
Form 10-Q,
the risk factors set forth in Part I, Item 1A.
Risk Factors in our Annual Report on
Form 10-K
for the year ended December 31, 2008, and those set forth
in Part II, Item 1A. Risk Factors of this
report, if any, may affect our performance and results of
operations. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may differ materially from those in the
forward-looking statements. We disclaim any intention or
obligation to update or review any forward-looking statements or
information, whether as a result of new information, future
events or otherwise.
|
|
Item 3.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
Market risk is the risk of loss arising from adverse changes in
market rates and prices. The Partnerships primary market
risk is the risk related to changes in the prices of natural gas
and NGLs. In addition, it is exposed to the risk of changes in
interest rates on floating rate debt.
40
Interest
Rate Risk
The Partnership is exposed to interest rate risk on its variable
rate bank credit facility. At March 31, 2009, the bank
credit facility had outstanding borrowings of
$857.0 million which approximated fair value. The
Partnership manages a portion of its interest rate exposure on
variable rate debt by utilizing interest rate swaps, which
allows conversion of a portion of variable rate debt into fixed
rate debt. In January 2008, the Partnership amended its existing
interest rate swaps covering $450.0 million of the variable
rate debt to extend the period by one year (coverage periods end
from November 2010 through October 2011) and reduce the
interest rates to a range of 4.38% to 4.68%. In addition, the
Partnership entered into one new interest rate swap in January
2008 covering $100.0 million of the variable rate debt for
a period of one year at an interest rate of 2.83%. In September
2008, the Partnership entered into additional interest rate
swaps covering the $450.0 million that converted the
floating rate portion of the original swaps from three month
LIBOR to one month LIBOR. As of March 31, 2009, the fair
value of these interest rate swaps was reflected as a liability
of $33.5 million ($17.1 million in net current
liabilities and $16.4 million in long-term liabilities) on
the financial statements. The Partnership estimates that a
1% increase or decrease in the interest rate would increase
or decrease the fair value of these interest rate swaps by
approximately $20.2 million. Considering the interest rate
swaps and the amount outstanding on its bank credit facility as
of March 31, 2009, the Partnership estimates that a 1%
increase or decrease in the interest rate would change its
annual interest expense by approximately $3.1 million for
periods when the entire portion of the $550.0 million of
interest rate swaps are outstanding and $8.6 million for
annual periods after 2011 when all the interest rate swaps lapse.
At March 31, 2009, the Partnership had total fixed rate
debt obligations of $477.4 million, consisting of its
senior secured notes with a weighted average interest rate of
10.5%. The fair value of these fixed rate obligations was
approximately $432.6 million as of March 31, 2009. The
Partnership estimates that a 1% increase or decrease in interest
rates would increase or decrease the fair value of the fixed
rate debt (its senior secured notes) by $14.9 million based
on the debt obligations as of March 31, 2009.
Commodity
Price Risk
The Partnership is subject to significant risks due to
fluctuations in commodity prices. Its exposure to these risks is
primarily in the gas processing component of its business. The
Partnership currently processes gas under three main types of
contractual arrangements:
1.
Processing margin contracts:
Under
this type of contract, the Partnership pays the producer for the
full amount of inlet gas to the plant, and makes a margin based
on the difference between the value of liquids recovered from
the processed natural gas as compared to the value of the
natural gas volumes lost (shrink) in processing. The
Partnerships margins from these contracts are high during
periods of high liquids prices relative to natural gas prices,
and can be negative during periods of high natural gas prices
relative to liquids prices. However, the Partnership mitigates
its risk of processing natural gas when its margins are negative
under its current processing margin contracts primarily through
its ability to bypass processing when it is not profitable for
the Partnership, or by contracts that revert to a minimum fee
for processing if the natural gas must be processed to meet
pipeline quality specifications.
2.
Percent of liquids contracts:
Under
these contracts, the Partnership receives a fee in the form of a
percentage of the liquids recovered, and the producer bears all
the cost of the natural gas shrink. Therefore, its margins from
these contracts are greater during periods of high liquids
prices. The Partnerships margins from processing cannot
become negative under percent of liquids contracts, but do
decline during periods of low NGL prices.
3. Fee
based contracts:
Under these
contracts the Partnership has no commodity price exposure, and
is paid a fixed fee per unit of volume that is treated or
conditioned.
41
The gross margin presentation in the table below is calculated
net of results from discontinued operations. Gas processing
margins by contract types, gathering and transportation margins
and treating margins as a percent of total gross margin for the
comparative year-to-date periods are as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
March 31,
|
|
|
2009
|
|
2008
|
|
Gathering and transportation margin
|
|
|
59.8
|
%
|
|
|
44.1
|
%
|
Gas processing margins:
|
|
|
|
|
|
|
|
|
Processing margin
|
|
|
3.1
|
%
|
|
|
20.7
|
%
|
Percent of liquids
|
|
|
11.2
|
%
|
|
|
15.3
|
%
|
Fee based
|
|
|
9.5
|
%
|
|
|
8.0
|
%
|
|
|
|
|
|
|
|
|
|
Total gas processing
|
|
|
23.8
|
%
|
|
|
44.0
|
%
|
Treating margin
|
|
|
16.4
|
%
|
|
|
11.9
|
%
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
The Partnership has hedges in place at March 31, 2009
covering liquids volumes it expects to receive under percent of
liquids (POL) contracts as set forth in the following table. The
relevant payment index price is the monthly average of the daily
closing price for deliveries of commodities into Mont Belvieu,
Texas as reported by the Oil Price Information Service (OPIS).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional
|
|
|
|
|
|
|
Fair Value
|
|
Period
|
|
Underlying
|
|
Volume
|
|
We Pay
|
|
We Receive
|
|
|
Asset/(Liability)
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
April
2009-December
2009
|
|
Ethane
|
|
53 (MBbls)
|
|
Index
|
|
$
|
0.785/gal
|
|
|
$
|
965
|
|
April
2009-December
2009
|
|
Propane
|
|
64 (MBbls)
|
|
Index
|
|
$
|
1.39/gal
|
|
|
|
1,885
|
|
April
2009-December
2009
|
|
Iso Butane
|
|
17 (MBbls)
|
|
Index
|
|
$
|
1.7375/gal
|
|
|
|
589
|
|
April
2009-December
2009
|
|
Normal Butane
|
|
21 (MBbls)
|
|
Index
|
|
$
|
1.705/gal
|
|
|
|
725
|
|
April
2009-December
2009
|
|
Natural Gasoline
|
|
59 (MBbls)
|
|
Index
|
|
$
|
2.1275/gal
|
|
|
|
2,597
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,761
|
|
|
|
Less: Fair value asset included in assets held for sale
|
|
|
(348
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,413
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Partnership has hedged its exposure to declines in prices
for NGL volumes produced for its account. The NGL volumes
hedged, as set forth above, focus on POL contracts. The
Partnership hedges POL exposure based on volumes considered
hedgeable (volumes committed under contracts that are long term
in nature) versus total POL volumes that include volumes that
may fluctuate due to contractual terms, such as contracts with
month to month processing options. The Partnership hedged 31.9%
of its hedgeable volumes at risk through the end of 2009 (13.8%
of total volumes at risk through the end of 2009). The
Partnership currently has not hedged any of its processing
margin volumes for 2009.
The Partnership is also subject to price risk to a lesser extent
for fluctuations in natural gas prices with respect to a portion
of its gathering and transport services. Less than 5.0% of the
natural gas the Partnership markets is purchased at a percentage
of the relevant natural gas index price, as opposed to a fixed
discount to that price. As a result of purchasing the natural
gas at a percentage of the index price, resale margins are
higher during periods of high natural gas prices and lower
during periods of lower natural gas prices. The Partnership has
hedged 36.3% of its natural gas volumes at risk through the end
of 2009.
Another price risk the Partnership faces is the risk of
mismatching volumes of gas bought or sold on a monthly price
versus volumes bought or sold on a daily price. The Partnership
enters each month with a balanced book of natural gas bought and
sold on the same basis. However, it is normal to experience
fluctuations in the volumes of natural gas bought or sold under
either basis, which leaves it with short or long positions that
must be covered. The Partnership uses financial swaps to
mitigate the exposure at the time it is created to maintain a
balanced position.
42
The Partnerships primary commodity risk management
objective is to reduce volatility in its cash flows. The
Partnership maintains a risk management committee, including
members of senior management, which oversees all hedging
activity. The Partnership enters into hedges for natural gas and
NGLs using over-the-counter derivative financial instruments
with only certain well-capitalized counterparties which have
been approved by its risk management committee.
The use of financial instruments may expose the Partnership to
the risk of financial loss in certain circumstances, including
instances when (1) sales volumes are less than expected
requiring market purchases to meet commitments or
(2) counterparties fail to purchase the contracted
quantities of natural gas or otherwise fail to perform. To the
extent that the Partnership engages in hedging activities it may
be prevented from realizing the benefits of favorable price
changes in the physical market. However, the Partnership is
similarly insulated against unfavorable changes in such prices.
As of March 31, 2009, outstanding natural gas swap
agreements, NGL swap agreements, swing swap agreements, storage
swap agreements and other derivative instruments were a net fair
value asset of $8.3 million. The aggregate effect of a
hypothetical 10% increase in gas and NGLs prices would result in
a decrease of approximately $1.0 million in the net fair
value asset of these contracts as of March 31, 2009.
|
|
Item 4.
|
Controls
and Procedures
|
(a) Evaluation
of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures as of the end of the period
covered by this report pursuant to Exchange Act
Rules 13a-15
and
15d-15.
Based on that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and
procedures were effective as of March 31, 2009 in alerting
them in a timely manner to material information required to be
disclosed in our reports filed with the Securities and Exchange
Commission.
(b) Changes
in Internal Control over Financial Reporting
There has been no change in our internal controls over financial
reporting that occurred in the three months ended March 31,
2009 that has materially affected, or is reasonably likely to
materially affect, our internal controls over financial
reporting.
PART II
OTHER INFORMATION
Information about risk factors for the three months ended
March 31, 2009 does not differ materially from that set
forth in Part I, Item 1A, of our Annual Report on
Form 10-K
for the year ended December 31, 2008.
|
|
Item 5.
|
Other
Information
|
At the annual meeting of our stockholders held on May 7,
2009, our stockholders approved the Crosstex Energy, Inc. 2009
Long-Term Incentive Plan (the 2009 Plan), effective
as of March 17, 2009. Our Board of Directors had originally
approved the 2009 Plan on March 17, 2009, subject to
stockholder approval. The 2009 Plan provides for awards to
employees, contractors and directors of up to
2,600,000 shares of our common stock and allows for grants
of stock option awards, stock awards (including restricted stock
awards), cash awards and performance awards. Additionally, our
stockholders approved the use of performance goals for
performance awards under the 2009 Plan so as to allow us to
structure awards, in our discretion, as qualified
performance-based compensation exempt from the annual limit on
deductible compensation contained in Section 162(m) of the
Internal Revenue Code of 1986, as amended.
43
The description of the 2009 Plan above does not purport to be
complete and is qualified in its entirety by reference to the
complete text of the 2009 Plan, a copy of which is filed as
Exhibit 10.3 to this Quarterly Report on
Form 10-Q.
At a special meeting of the unitholders of the Partnership held
on May 7, 2009, the Partnerships unitholders approved
the Crosstex Energy GP, LLC Amended and Restated Long-Term
Incentive Plan (the Amended and Restated Plan),
amended and restated as of March 17, 2009. The Board of
Directors of Crosstex Energy GP, LLC, the general partner of
Crosstex Energy GP, L.P., the general partner of the Partnership
(the Partnership Board of Directors), originally
approved the Amended and Restated Plan on March 17, 2009,
subject to unitholder approval. Amendments to the Amended and
Restated Plan include an increase in the number of common units
authorized for issuance under the Amended and Restated Plan by
800,000 common units to an aggregate of 5,600,000 common units,
which will increase the number of common units available for
awards to employees, contractors and directors under the Amended
and Restated Plan to 2,850,000 common units. In addition, the
Amended and Restated Plan has been amended and restated to
modify certain provisions of the Amended and Restated Plan and
delete other provisions to make certain other administrative and
regulatory changes, including providing that all options will be
granted with an exercise price per common unit of no less than
fair market value per common unit on the date of grant and
allowing for the net settlement of options in the
discretion of the Compensation Committee of the Partnership
Board of Directors.
The description of the Amended and Restated Plan above does not
purport to be complete and is qualified in its entirety by
reference to the complete text of the Amended and Restated Plan,
a copy of which is incorporated by reference as
Exhibit 10.4 to this Quarterly Report on
Form 10-Q.
The exhibits filed as part of this report are as follows
(exhibits incorporated by reference are set forth with the name
of the registrant, the type of report and registration number or
last date of the period for which it was filed, and the exhibit
number in such filing):
|
|
|
|
|
|
|
Number
|
|
|
|
Description
|
|
|
3
|
.1
|
|
|
|
Amended and Restated Certificate of Incorporation of Crosstex
Energy, Inc. (incorporated by reference to Exhibit 3.1 to
Crosstex Energy, Inc.s Current Report on
Form 8-K
dated October 26, 2006, filed with the Commission on
October 31, 2006).
|
|
3
|
.2
|
|
|
|
Third Amended and Restated Bylaws of Crosstex Energy, Inc.
(incorporated by reference from Exhibit 3.1 to Crosstex
Energy, Inc.s Current Report on
Form 8-K
dated March 22, 2006, filed with the Commission on
March 28, 2006).
|
|
3
|
.3
|
|
|
|
Certificate of Limited Partnership of Crosstex Energy, L.P.
(incorporated by reference to Exhibit 3.1 to Crosstex
Energy, L.P.s Registration Statement on
Form S-1,
file
No. 333-97779).
|
|
3
|
.4
|
|
|
|
Sixth Amended and Restated Agreement of Limited Partnership of
Crosstex Energy, L.P., dated as of March 23, 2007
(incorporated by reference to Exhibit 3.1 to Crosstex
Energy, L.P.s current report on
Form 8-K
dated March 23, 2007, filed with the Commission on
March 27, 2007).
|
|
3
|
.5
|
|
|
|
Amendment No. 1 to Sixth Amended and Restated Agreement of
Limited Partnership of Crosstex Energy, L.P., dated
December 20, 2007 (incorporated by reference to
Exhibit 3.1 to Crosstex Energy, L.P.s Current Report
on
Form 8-K
dated December 20, 2007, filed with the Commission on
December 21, 2007).
|
|
3
|
.6
|
|
|
|
Amendment No. 2 to Sixth Amended and Restated Agreement of
Limited Partnership of Crosstex Energy, L.P., dated
March 23, 2008 (incorporated by reference to
Exhibit 3.1 to Crosstex Energy, L.P.s Current Report
on
Form 8-K
dated March 27, 2008, filed with the Commission on
March 28, 2008).
|
|
3
|
.7
|
|
|
|
Certificate of Limited Partnership of Crosstex Energy Services,
L.P. (incorporated by reference to Exhibit 3.3 to Crosstex
Energy, L.P.s Registration Statement on
Form S-1,
file
No. 333-97779).
|
|
3
|
.8
|
|
|
|
Second Amended and Restated Agreement of Limited Partnership of
Crosstex Energy Services, L.P., dated as of April 1, 2004
(incorporated by reference to Exhibit 3.5 to Crosstex
Energy, L.P.s Quarterly Report on
Form 10-Q
for the quarterly period ended March 31, 2004, file
No. 0-50067).
|
|
3
|
.9
|
|
|
|
Certificate of Limited Partnership of Crosstex Energy GP, L.P.
(incorporated by reference to Exhibit 3.5 to Crosstex
Energy, L.P.s Registration Statement on
Form S-1,
file
No. 333-97779).
|
44
|
|
|
|
|
|
|
Number
|
|
|
|
Description
|
|
|
3
|
.10
|
|
|
|
Agreement of Limited Partnership of Crosstex Energy GP, L.P.,
dated as of July 12, 2002 (incorporated by reference to
Exhibit 3.6 to Crosstex Energy, L.P.s Registration
Statement on
Form S-1,
file
No. 333-97779).
|
|
3
|
.11
|
|
|
|
Certificate of Formation of Crosstex Energy GP, LLC
(incorporated by reference to Exhibit 3.7 to Crosstex
Energy, L.P.s Registration Statement on
Form S-1,
file
No. 333-97779).
|
|
3
|
.12
|
|
|
|
Amended and Restated Limited Liability Company Agreement of
Crosstex Energy GP, LLC, dated as of December 17, 2002
(incorporated by reference to Exhibit 3.8 to Crosstex
Energy, L.P.s Registration Statement on
Form S-1,
file
No. 333-97779).
|
|
10
|
.1
|
|
|
|
Sixth Amendment to Fourth Amended and Restated Credit Agreement,
effective as of February 27, 2009, among Crosstex Energy,
L.P., Bank of America, N.A. and certain other parties
(incorporated by reference to Exhibit 10.6 to Crosstex
Energy, L.P.s Annual Report on
Form 10-K
for the year ended December 31, 2008).
|
|
10
|
.2
|
|
|
|
Letter Amendment No. 4 to Amended and Restated Note
Purchase Agreement, effective as of February 27, 2009,
among Crosstex Energy, L.P., Prudential Investment Management,
Inc. and certain other parties (incorporated by reference to
Exhibit 10.11 to Crosstex Energy, L.P.s Annual Report
on
Form 10-K
for the year ended December 31, 2008.
|
|
10
|
.3*
|
|
|
|
Crosstex Energy, Inc. 2009 Long-Term Incentive Plan, effective
March 17, 2009.
|
|
10
|
.4
|
|
|
|
Crosstex Energy GP, LLC Amended and Restated Long-Term Incentive
Plan, dated March 17, 2009 (incorporated by reference to
Exhibit 10.3 to Crosstex Energy, L.P.s Quarterly
Report on Form 10-Q for the quarter ended March 31,
2009).
|
|
31
|
.1
|
|
|
|
Certification of the Principal Executive Officer.
|
|
31
|
.2
|
|
|
|
Certification of the Principal Financial Officer.
|
|
32
|
.1
|
|
|
|
Certification of the Principal Executive Officer and Principal
Financial Officer of the Company pursuant to 18 U.S.C.
Section 1350.
|
45
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CROSSTEX ENERGY, INC.
William W. Davis,
Executive Vice President and Chief Financial Officer
May 8, 2009
46
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