CROSSTEX ENERGY LP, 10-Q filed on 8/8/2013
Quarterly Report
Document and Entity Information
6 Months Ended
Jun. 30, 2013
Jul. 25, 2013
Entity Information [Abstract]
 
 
Document Type
10-Q 
 
Document Fiscal Period Focus
Q2 
 
Document Period End Date
Jun. 30, 2013 
 
Document Fiscal Year Focus
2013 
 
Amendment Flag
false 
 
Entity Registrant Name
CROSSTEX ENERGY LP 
 
Entity Central Index Key
0001179060 
 
Entity Current Reporting Status
Yes 
 
Entity Voluntary Filers
No 
 
Current Fiscal Year End Date
--12-31 
 
Entity Filer Category
Large Accelerated Filer 
 
Entity Well-known Seasoned Issuer
Yes 
 
Entity Common Stock, Shares Outstanding
 
88,688,424 
Condensed Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2013
Dec. 31, 2012
Current assets:
 
 
Cash and cash equivalents
$ 41,938 
$ 124 
Accounts receivable:
 
 
Trade, net of allowance for bad debt of $890 and $535, respectively
66,385 
63,690 
Accrued revenue and other
134,747 
155,720 
Fair value of derivative assets
3,288 
3,234 
Natural gas and natural gas liquids, inventory, prepaid expenses and other
23,102 
11,853 
Assets held for disposition
0 
22,599 
Total current assets
269,460 
257,220 
Property and equipment, net of accumulated depreciation of $549,443 and $503,867, respectively
1,691,446 
1,471,248 
Fair value of derivative assets
112 
0 
Intangible assets, net of accumulated amortization of $286,061 and $263,305, respectively
402,248 
425,005 
Goodwill
153,802 
152,627 
Investment in limited liability company
99,354 
90,500 
Other assets, net
24,504 
25,989 
Total assets
2,640,926 
2,422,589 
Current liabilities:
 
 
Accounts payable, drafts payable and other
24,669 
32,265 
Accrued gas and crude oil purchases
129,902 
140,344 
Fair value of derivative liabilities
673 
1,310 
Other current liabilities
90,962 
71,340 
Accrued interest
26,689 
26,712 
Liabilities held for disposition
0 
3,572 
Total current liabilities
272,895 
275,543 
Long-term debt
966,254 
1,036,305 
Other long-term liabilities
28,732 
30,256 
Deferred tax liability
65,839 
71,404 
Commitments and contingencies
   
   
Partners' equity
1,307,206 
1,009,081 
Total liabilities & partners' capital
$ 2,640,926 
$ 2,422,589 
Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2013
Dec. 31, 2012
Assets, Noncurrent [Abstract]
 
 
Allowance for trade and other receivables
$ 890 
$ 535 
Property plant and equipment accumulated depreciation
549,443 
503,867 
Intangible assets accumulated amortization
$ 286,061 
$ 263,305 
Condensed Consolidated Statements of Operations (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Revenues:
 
 
 
 
Revenue
$ 454,589 
$ 394,402 
$ 900,278 
$ 820,361 
Operating costs and expenses:
 
 
 
 
Purchased gas, NGLs and crude oil
359,093 
304,098 
700,115 
630,304 
Operating expenses
36,779 
30,571 
74,115 
58,378 
General and administrative
16,212 
12,965 
34,448 
27,928 
(Gain) loss on sale of property
84 
(406)
95 
(504)
(Gain) loss on derivatives
(445)
(4,905)
27 
(2,736)
Depreciation and amortization
34,635 
32,870 
68,361 
65,048 
Total operating cost and expenses
446,358 
375,193 
877,161 
778,418 
Operating income
8,231 
19,209 
23,117 
41,943 
Other income (expense):
 
 
 
 
Interest expense, net of interest income
(18,173)
(21,320)
(38,444)
(40,703)
Equity in income (loss) of limited liability company
37 
0 
(41)
0 
Other income
109 
11 
329 
25 
Total other expense
(18,027)
(21,309)
(38,156)
(40,678)
Income (loss) before non-controlling interest and income taxes
(9,796)
(2,100)
(15,039)
1,265 
Income tax provision
(833)
(411)
(1,542)
(835)
Net income (loss)
(10,629)
(2,511)
(16,581)
430 
Less: Net loss attributable to the non-controlling interest
0 
(71)
0 
(109)
Net income (loss) attributable to Crosstex Energy, L.P.
(10,629)
(2,440)
(16,581)
539 
Preferred interest in net income (Loss) attributable to Crosstex Energy, L.P.
8,131 
4,853 
15,210 
9,706 
General partner interest in net income (loss)
(312)
(40)
(1,556)
(111)
Limited partners' interest in net income (loss) attributable to Crosstex Energy, L.P.
$ (18,448)
$ (7,253)
$ (30,235)
$ (9,056)
Net loss attributable to Crosstex Energy, L.P. per limited partners' unit:
 
 
 
 
Basic and diluted per common unit
$ (0.23)
$ (0.13)
$ (0.38)
$ (0.17)
Consolidated Statements of Comprehensive Income (Loss) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Statement of Other Comprehensive Income [Abstract]
 
 
 
 
Net income (loss)
$ (10,629)
$ (2,511)
$ (16,581)
$ 430 
Hedging (gains) losses reclassified to earnings
(232)
71 
(491)
425 
Adjustment in fair value of derivatives
875 
1,796 
1,007 
1,757 
Comprehensive income (loss)
(9,986)
(644)
(16,065)
2,612 
Comprehensive loss attributable to non-controlling interest
0 
71 
0 
109 
Comprehensive income (loss) attributable to Crosstex Energy, L.P.
$ (9,986)
$ (573)
$ (16,065)
$ 2,721 
Consolidated Statements of Changes in Partners' Equity (USD $)
In Thousands, unless otherwise specified
Total
Common Units [Member]
Preferred Units [Member]
General Partner Interest [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
Balance at Dec. 31, 2012
$ 1,009,081 
$ 832,529 
$ 154,137 
$ 21,784 
$ 631 
Balance (Shares) at Dec. 31, 2012
 
66,743 
15,072 
1,553 
 
Increase (Decrease) in Partners' Capital [Roll Forward]
 
 
 
 
 
Issuance of common units
362,778 
362,778 
 
0 
 
Issuance of common units (shares)
 
21,553 
 
0 
 
Proceeds from exercise of unit options
617 
617 
 
 
 
Proceeds from exercise of unit options (shares)
 
109 
 
 
 
Conversion of restricted units, net of units withheld for taxes
(1,261)
(1,261)
 
 
 
Conversion of restricted units for common units, net of units withheld for taxes (shares)
 
196 
 
 
 
Stock-based compensation
8,055 
4,013 
 
4,042 
 
Distributions
(55,999)
(52,687)
0 
(3,312)
 
Distributions (Shares)
 
 
760 
16 
 
Net income (loss)
(16,581)
(30,235)
15,210 
(1,556)
 
Hedging (gains) losses reclassified to earnings
(491)
 
 
 
(491)
Adjustment in fair value of derivatives
1,007 
 
 
 
1,007 
Balance at Jun. 30, 2013
$ 1,307,206 
$ 1,115,754 
$ 169,347 
$ 20,958 
$ 1,147 
Balance (Shares) at Jun. 30, 2013
 
88,601 
15,832 
1,569 
 
Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Statement of Cash Flows [Abstract]
 
 
Net income (loss)
$ (16,581)
$ 430 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
Depreciation and amortization
68,361 
65,048 
(Gain) loss on sale of property
95 
(504)
Deferred tax benefit
(5,931)
(250)
Non-cash stock-based compensation
8,055 
4,993 
Non-cash portion of derivatives gain
(287)
(5,975)
Amortization of debt issue costs
3,019 
1,321 
Amortization of discount on notes
948 
948 
Distribution of earnings from limited liability company
3,209 
0 
Changes in assets and liabilities:
 
 
Accounts receivable, accrued revenue and other
17,099 
24,906 
Natural gas and natural gas liquids, prepaid expenses and other
(9,435)
(8,971)
Accounts payable, accrued gas and crude oil purchases and other accrued liabilities
(6,588)
(29,655)
Net cash provided by operating activities
61,964 
52,291 
Cash flows from investing activities:
 
 
Additions to property and equipment
(258,910)
(90,046)
Proceeds from sale of property
18,072 
632 
Investment in limited liability company
(17,609)
(52,250)
Distribution from limited liability company in excess of earnings
5,546 
0 
Net cash used in investing activities
(252,901)
(141,664)
Cash flows from financing activities:
 
 
Proceeds from borrowings
196,500 
548,500 
Payments on borrowings
(267,500)
(335,500)
Increase in restricted cash
0 
(245,100)
Payments on capital lease obligations
(1,625)
(1,536)
Increase (decrease) in drafts payable
775 
(5,985)
Debt refinancing costs
(1,534)
(4,962)
Conversion of restricted units, net of units withheld for taxes
(1,261)
(980)
Issuance of common units
362,778 
158,014 
Distribution to partners
(55,999)
(45,914)
Proceeds from exercise of unit options
617 
203 
Contributions from general partner
0 
3,449 
Net cash provided by financing activities
232,751 
70,189 
Net increase (decrease) in cash and cash equivalents
41,814 
(19,184)
Cash and cash equivalents, beginning of period
124 
24,143 
Cash and cash equivalents, end of period
41,938 
4,959 
Cash paid for interest
44,314 
36,252 
Cash paid for income taxes
$ 4,698 
$ 784 
General
General
General
 
Unless the context requires otherwise, references to “we,” “us,” “our” or the “Partnership” mean Crosstex Energy, L.P. and its consolidated subsidiaries.
 
Crosstex Energy, L.P., a Delaware limited partnership formed on July 12, 2002, is engaged in the gathering, processing, transmission and marketing to producers of natural gas, natural gas liquids ("NGLs") and crude oil.  We also provide crude oil, condensate and brine services to producers. We connect the wells of natural gas producers in our market areas to our gathering systems, process natural gas for the removal of NGLs, fractionate NGLs into purity products and market those products for a fee, transport natural gas and ultimately provide natural gas to a variety of markets. We purchase natural gas from natural gas producers and other supply sources and sell that natural gas to utilities, industrial consumers, other marketers and pipelines. We operate processing plants that process gas transported to the plants by major interstate pipelines or from our own gathering systems under a variety of fee arrangements. In addition, we purchase natural gas from producers not connected to our gathering systems for resale and sell natural gas on behalf of producers for a fee.  We provide a variety of crude services throughout the Ohio River Valley ("ORV") which include crude oil gathering via pipelines and trucks and oilfield brine disposal. We also have crude oil terminal facilities in south Louisiana that provide access for crude oil producers to the premium markets in this area.
 
Crosstex Energy GP, LLC (the “General Partner”) is the general partner of the Partnership. Crosstex Energy GP, LLC is a direct, wholly-owned subsidiary of Crosstex Energy, Inc. ("CEI").
 
(a) Basis of Presentation
 
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 in the United States of America ("US GAAP") 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 year 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 Partnership’s annual report on Form 10-K for the year ended December 31, 2012.
 
The preparation of financial statements in accordance with US GAAP requires management of the Partnership 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) Comprehensive Income (Loss)
 
Accumulated Other Comprehensive Income Reclassifications. In February 2013, the Financial Accounting Standards Board ("FASB") issued ASU 2013-2, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income ("ASU 2013-2”). ASU 2013-2 requires disclosure of amounts reclassified out of accumulated other comprehensive income ("AOCI") by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts not reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts.  For the three months ended June 30, 2013 and 2012, we reclassified cash flow hedge (gains)/losses in the amounts of $(0.2) million and $0.1 million, respectively, and $(0.5) million and $0.4 million for the six months ended June 30, 2013 and 2012, respectively, included in other comprehensive income to revenues on the condensed consolidated statement of operations.
Acquisition
Mergers Acquisitions And Dispositions Disclosures
Acquisition
 
On July 2, 2012, the Partnership, through a wholly-owned subsidiary, acquired all of the issued and outstanding common stock of Clearfield Energy, Inc. and its wholly owned subsidiaries (collectively, “Clearfield”). Clearfield’s business included crude oil pipelines, a barge loading terminal on the Ohio River, a rail loading terminal on the Ohio Central Railroad network, a trucking fleet and brine disposal wells.  All of these assets are included in the Partnership’s ORV segment.

 Purchase Price Allocation

The Partnership paid approximately $215.4 million in cash in the acquisition.  The following table is a summary of the consideration paid in the Clearfield acquisition and the purchase price allocation for the fair value of the assets acquired and liabilities assumed at the acquisition date:

Purchase Price Allocation (in thousands):


Purchase Price to Clearfield Energy, Inc.

$
215,397

     Total Purchase Price

$
215,397




Assets acquired:


     Current assets

17,622

     Assets held for disposition

19,358

     Property, plant and equipment

91,422

     Goodwill

153,802

     Intangibles

37,600

Liabilities assumed:


     Current liabilities

(28,274
)
     Liabilities held for disposition

(1,400
)
     Deferred taxes

(65,228
)
     Long term liabilities

(9,505
)
     Total purchase price

$
215,397



Pro Forma Information
 
The following unaudited pro forma condensed financial data for the three and six months ended June 30, 2012 gives effect to the Clearfield acquisition as if it had occurred on January 1, 2012. The unaudited pro forma condensed financial information has been included for comparative purposes only and is not necessarily indicative of the results that might have occurred had the transactions taken place on the dates indicated and is not intended to be a projection of future results.
 
 
Three Months Ended  
 June 30, 2012
 
Six Months Ended 
 June 30, 2012
 
 (in thousands)
Pro forma total revenues
$
433,653

 
$
926,272

Pro forma net loss
$
(3,885
)
 
$
(1,852
)
Pro forma net loss attributable to Crosstex Energy, L.P.
$
(3,814
)
 
$
(1,743
)
Pro forma net loss per common unit:
 
 


Basic and Diluted
$
(0.14
)
 
$
(0.18
)
Long-Term Debt
Long-Term Debt
Long-Term Debt
 
As of June 30, 2013 and December 31, 2012, long-term debt consisted of the following (in thousands):
 
 
June 30,
 2013
 
December 31,
2012
Bank credit facility (due 2016), interest based on Prime and/or LIBOR plus an applicable
    margin, interest rate at June 30, 2013 and December 31, 2012 was 5.0% and 4.3%,
    respectively
$
—


$
71,000

Senior unsecured notes (due 2018), net of discount of $8.7 million and $9.7 million,
    respectively, which bear interest at the rate of 8.875%
716,254


715,305

Senior unsecured notes (due 2022), which bear interest at the rate of 7.125%
250,000


250,000

 Debt classified as long-term
$
966,254


$
1,036,305


 
Credit Facility.  As of June 30, 2013, there was $63.2 million in outstanding letters of credit and no outstanding borrowings under the Partnership’s bank credit facility, leaving approximately $571.8 million available for future borrowing based on the borrowing capacity of $635.0 million. As of June 30, 2013, based on our maximum permitted consolidated leverage ratio (as defined in the amended credit facility), we could borrow approximately $363.5 million of additional funds.
 
In January 2013, the Partnership amended the credit facility to, among other things, (i) decrease the minimum consolidated interest coverage ratio (as defined in the amended credit agreement, being generally computed as the ratio of consolidated earnings before interest, taxes, depreciation, amortization and certain other non-cash charges to consolidated interest charges) to 2.25 to 1.0 for the fiscal quarters ending September 30, 2013 and December 31, 2013, with a minimum ratio of 2.50 to 1.0 for each fiscal quarter ending thereafter, (ii) increase the maximum permitted consolidated leverage ratio (as defined in the amended credit agreement, being generally computed as the ratio of total funded debt to consolidated earnings before interest, taxes, depreciation, amortization and certain other non-cash charges) to 5.50 to 1.0 for each fiscal quarter ending on or prior to December 31, 2013, with a maximum ratio of 5.25 to 1.0 for each fiscal quarter ending thereafter, and (iii) eliminate the existing and any future step-up in the maximum permitted consolidated leverage ratio for acquisitions.
 
The credit facility is guaranteed by substantially all of our subsidiaries and is secured by first priority liens on substantially all of our assets and those of the guarantors, including all material pipeline, gas gathering and processing assets, all material working capital assets and a pledge of all of our equity interests in substantially all of our subsidiaries. We 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. The credit facility requires mandatory prepayments of amounts outstanding thereunder with the net proceeds of certain asset sales, extraordinary receipts, equity issuances and debt incurrences, but these mandatory prepayments do not require any reduction of the lenders’ commitments under the credit facility.
 
All other material terms of the credit facility are described in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Indebtedness” in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2012. The Partnership expects to be in compliance with all credit facility covenants for at least the next twelve months.
 
Non-Guarantors.  All senior unsecured notes are jointly and severally guaranteed by each of the Partnership’s current material subsidiaries (the "Guarantors"), with the exception of its regulated Louisiana subsidiaries (which may only guarantee up to $500.0 million of the Partnership’s debt) and Crosstex Energy Finance Corporation (a wholly owned Delaware corporation that was organized for the sole purpose of being a co-issuer of certain of the Partnership’s indebtedness, including the senior unsecured notes). Guarantors may not sell or otherwise dispose of all or substantially all of their properties or assets, or consolidate with or merge into another company if such a sale would cause a default under the terms of the senior unsecured notes. There are no significant restrictions on the ability of the Partnership or any Subsidiary Guarantor to obtain funds from its subsidiaries by dividend or loan. Since certain wholly owned subsidiaries do not guarantee the senior unsecured notes, the condensed consolidating financial statements of the Guarantors and non-guarantors for the three and six months ended June 30, 2013 and 2012 are disclosed below in accordance with Rule 3-10 of Regulation S-X. Comprehensive income (loss) is not included in the condensed consolidating statements of operations of the Guarantors and non-guarantors for the three and six months ended June 30, 2013 and 2012 as these amounts are not considered material.





Condensed Consolidating Balance Sheets
June 30, 2013
 
 
Guarantors
 
Non-Guarantors
 
Elimination
 
Consolidated
 
(In thousands)
ASSETS
 

 
 

 
 

 
 

Total current assets
$
257,718

 
$
11,742

 
$
—

 
$
269,460

Property, plant and equipment, net
1,489,733

 
201,713

 
—

 
1,691,446

Total other assets
680,020

 
—

 
—

 
680,020

Total assets
$
2,427,471

 
$
213,455

 
$
—

 
$
2,640,926

 
 
 
 
 
 
 
 
LIABILITIES & PARTNERS’ CAPITAL
 

 
 

 
 

 
 

Total current liabilities
$
268,786

 
$
4,109

 
$
—

 
$
272,895

Long-term debt
966,254

 
—

 
—

 
966,254

Other long-term liabilities
94,571

 
—

 
—

 
94,571

Partners’ capital
1,097,860

 
209,346

 
—

 
1,307,206

Total liabilities & partners’ capital
$
2,427,471

 
$
213,455

 
$
—

 
$
2,640,926

 
December 31, 2012
 
 
Guarantors
 
Non-Guarantors
 
Elimination
 
Consolidated
 
(In thousands)
ASSETS
 

 
 

 
 

 
 

Total current assets
$
246,165

 
$
11,055

 
$
—

 
$
257,220

Property, plant and equipment, net
1,276,097

 
195,151

 
—

 
1,471,248

Total other assets
694,121

 
—

 
—

 
694,121

Total assets
$
2,216,383

 
$
206,206

 
$
—

 
$
2,422,589

 
 
 
 
 
 
 
 
LIABILITIES & PARTNERS’ CAPITAL
 

 
 

 
 

 
 

Total current liabilities
$
273,151

 
$
2,392

 
$
—

 
$
275,543

Long-term debt
1,036,305

 
—

 
—

 
1,036,305

Other long-term liabilities
101,660

 
—

 
—

 
101,660

Partners’ capital
805,267

 
203,814

 
—

 
1,009,081

Total liabilities & partners’ capital
$
2,216,383

 
$
206,206

 
$
—

 
$
2,422,589


Condensed Consolidating Statements of Operations
For the Three Months Ended June 30, 2013
 
 
Guarantors
 
Non-Guarantors
 
Elimination
 
Consolidated
 
(In thousands)
Total revenues
$
441,891

 
$
19,227

 
$
(6,529
)
 
$
454,589

Total operating costs and expenses
(444,078
)
 
(8,809
)
 
6,529

 
(446,358
)
Operating income (expense)
(2,187
)
 
10,418

 
—

 
8,231

Interest expense, net
(18,170
)
 
(3
)
 
—

 
(18,173
)
Other income
146

 
—

 
—

 
146

Income (loss) before non-controlling interest and income
    taxes
(20,211
)
 
10,415

 
—

 
(9,796
)
Income tax provision
(833
)
 
—

 
—

 
(833
)
Net income (loss) attributable to Crosstex Energy, L.P.
$
(21,044
)
 
$
10,415

 
$
—

 
$
(10,629
)
 
For the Three Months Ended June 30, 2012
 
 
Guarantors
 
Non-Guarantors
 
Elimination
 
Consolidated
 
(In thousands)
Total revenues
$
380,036

 
$
22,200

 
$
(7,834
)
 
$
394,402

Total operating costs and expenses
(373,280
)
 
(9,747
)
 
7,834

 
(375,193
)
Operating income
6,756

 
12,453

 
—

 
19,209

Interest expense, net
(21,320
)
 
—

 
—

 
(21,320
)
Other income
11

 
—

 
—

 
11

Income (loss) before non-controlling interest and income taxes
(14,553
)
 
12,453

 
—

 
(2,100
)
Income tax provision
(408
)
 
(3
)
 
—

 
(411
)
Net loss attributable to non-controlling interest
—

 
71

 
—

 
71

Net income (loss) income attributable to Crosstex Energy, L.P.
$
(14,961
)
 
$
12,521

 
$
—

 
$
(2,440
)
 
For the Six Months Ended June 30, 2013
 
 
Guarantors
 
Non-Guarantors
 
Elimination
 
Consolidated
 
(In thousands)
Total revenues
$
874,966

 
$
38,506

 
$
(13,194
)
 
$
900,278

Total operating costs and expenses
(873,835
)
 
(16,520
)
 
13,194

 
(877,161
)
Operating income
1,131

 
21,986

 
—

 
23,117

Interest expense, net
(38,444
)
 
—

 
—

 
(38,444
)
Other income
288

 
—

 
—

 
288

Income (loss) before non-controlling interest and income taxes
(37,025
)
 
21,986

 
—

 
(15,039
)
Income tax provision
(1,542
)
 
—

 
—

 
(1,542
)
Net income (loss) attributable to Crosstex Energy, L.P.
$
(38,567
)
 
$
21,986

 
$
—

 
$
(16,581
)

For the Six Months Ended June 30, 2012
 
 
Guarantors
 
Non-Guarantors
 
Elimination
 
Consolidated
 
(In thousands)
Total revenues
$
791,439

 
$
44,477

 
$
(15,555
)
 
$
820,361

Total operating costs and expenses
(775,117
)
 
(18,856
)
 
15,555

 
(778,418
)
Operating income
16,322

 
25,621

 
—

 
41,943

Interest expense, net
(40,646
)
 
(57
)
 
—

 
(40,703
)
Other income
25

 
—

 
—

 
25

Income (loss) before non-controlling interest and income taxes
(24,299
)
 
25,564

 
—

 
1,265

Income tax provision
(828
)
 
(7
)
 
—

 
(835
)
Net loss attributable to non-controlling interest
—

 
109

 
—

 
109

Net income (loss) income attributable to Crosstex Energy,
    L.P.
$
(25,127
)
 
$
25,666

 
$
—

 
$
539


Condensed Consolidating Statements of Cash Flows
For the Six Months Ended June 30, 2013
 
 
Guarantors
 
Non-Guarantors
 
Elimination
 
Consolidated
 
(In thousands)
Net cash flows provided by operating activities
$
33,165

 
$
28,799

 
$
—

 
$
61,964

Net cash flows used in investing activities
$
(240,557
)
 
$
(12,344
)
 
$
—

 
$
(252,901
)
Net cash flows provided by (used in) financing activities
$
232,751

 
$
(16,455
)
 
$
16,455

 
$
232,751

 
For the Six Months Ended June 30, 2012
 
 
Guarantors
 
Non-Guarantors
 
Elimination
 
Consolidated
 
(In thousands)
Net cash flows provided by operating activities
$
20,468

 
$
31,823

 
$
—

 
$
52,291

Net cash flows used in investing activities
$
(141,037
)
 
$
(627
)
 
$
—

 
$
(141,664
)
Net cash flows provided by (used in) financing activities
$
70,189

 
$
(30,626
)
 
$
30,626

 
$
70,189

Other Long-term Liabilities
Other Long-term Liabilities
Other Long-term Liabilities
 
The Partnership has the following assets under capital leases as of June 30, 2013 (in thousands):
 
Compressor equipment
$
37,199

Less: Accumulated amortization
(15,538
)
Net assets under capital leases
$
21,661


 
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 June 30, 2013 (in thousands):
 
Fiscal Year
 
2013
$
2,291

2014
4,582

2015
4,582

2016
4,582

2017
6,910

Thereafter
5,189

Less: Interest
(4,492
)
Net minimum lease payments under capital lease
23,644

Less: Current portion of net minimum lease payments
(4,449
)
Long-term portion of net minimum lease payments
$
19,195

Partner's Capital
Certain Provisions of the Partnership Agreement
Partners’ Capital
 
(a) Issuance of Common Units

In June 2013, the Partnership issued 8,280,000 common units representing limited partner interests in the Partnership (including 1,080,000 common units issued pursuant to the exercise of the underwriters' option to purchase additional common units) at a public offering price of $20.33 per common unit for net proceeds of $162.0 million. The net proceeds from the common unit offering were used for capital expenditures for currently identified projects, including the Cajun-Sibon NGL pipeline expansion, and for general partnership purposes. Pending such use, the Partnership repaid outstanding borrowings under its credit facility. The General Partner did not exercise its option to make a general partner contribution to maintain its then current general partner percentage interest in connection with this offering.

On January 14, 2013, the Partnership issued 8,625,000 common units representing limited partner interests in the Partnership at a public offering price of $15.15 per common unit for net proceeds of $125.4 million.  Concurrent with the public offering, the Partnership issued 2,700,000 common units representing limited partner interests in the Partnership at an offering price of $14.55 per unit for net proceeds of $39.2 million.  The net proceeds from both common unit offerings were used for capital expenditures, to repay bank borrowings and for general partnership purposes. The General Partner did not exercise its option to make a general partner contribution to maintain its then current general partner percentage interest in connection with these offerings.
 
In May 2013, the Partnership entered into an Equity Distribution Agreement (the “EDA”) with BMO Capital Markets Corp. (“BMOCM”). This EDA replaced the previous equity distribution agreement entered into in March 2013 between BMOCM and the Partnership. Pursuant to the terms of the EDA, the Partnership may from time to time through BMOCM, as its sales agent, sell common units representing limited partner interests having an aggregate offering price of up to $75.0 million. Sales of such common units will be made by means of ordinary brokers’ transactions through the facilities of the Nasdaq Global Select Market LLC at market prices, in block transactions or as otherwise agreed by BMOCM and the Partnership.  Under the terms of the EDA, the Partnership may sell common units from time to time to BMOCM as principal for its own account at a price to be agreed upon at the time of sale. For any such sales, the Partnership will enter into a separate terms agreement with BMOCM.
 
Through June 30, 2013, the Partnership sold an aggregate of 1,947,576 common units under the EDA and prior equity distribution agreement with BMOCM, generating proceeds of approximately $36.4 million (net of approximately $0.6 million of commissions to BMOCM). The Partnership used the net proceeds for general partnership purposes, including working capital, capital expenditures and repayments of indebtedness.

(b)  Distributions
 
Unless restricted by the terms of the Partnership’s credit facility and/or the indentures governing the Partnership’s 8.875% senior notes due 2018 (the “2018 Notes”) or the Partnership’s 7.125% senior notes due 2022 (the “2022 Notes” and, together with the 2018 Notes, “all senior unsecured notes”), 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.
 
The Partnership’s fourth quarter 2012 distributions on its common and preferred units of $0.33 per unit were paid on February 14, 2013 with the preferred units paid-in-kind (“PIK”) through the issuance of 375,382 preferred units. The Partnership's first quarter 2013 distributions on its common and preferred units of $0.33 per unit were paid on May 13, 2013, with the preferred units paid-in-kind through the issuance of 384,731 preferred units. The Partnership declared a second quarter 2013 distribution on its common and preferred units of $0.33 per unit to be paid on August 12, 2013, with the distribution on the preferred units to be paid-in-kind.
 
(c) Earnings per Unit and Dilution Computations
 
The Partnership had common units and preferred units outstanding during the three and six months ended June 30, 2013 and 2012.
 
The preferred units are entitled to a quarterly distribution PIK in the form of additional preferred units equal to the greater of $0.2125 per unit or the amount of the quarterly distribution per unit paid to common unitholders, subject to certain adjustments. Income is allocated to the preferred units in an amount equal to the quarterly distribution with respect to the period earned.  The fair value of the PIK preferred unit distributions is based on the market value of common units on the record date of such distributions.
 
As required under FASB Accounting Standards Codification ("ASC") 260-10-45-61A, unvested share-based payments that entitle employees to receive non-forfeitable distributions are considered participating securities, as defined in FASB ASC 260-10-20, for earnings per unit calculations.  The following table reflects the computation of basic earnings per limited partner unit for the periods presented (in thousands except per unit amounts):
 
 
Three Months Ended  
 June 30,
 
Six Months Ended 
 June 30,
 
2013
 
2012
 
2013
 
2012
Limited partners’ interest in net loss
$
(18,448
)

$
(7,253
)
 
$
(30,235
)
 
$
(9,056
)
Distributed earnings allocated to:
 


 

 
 

 
 

Common units (1)(2)
$
26,955


$
18,021

 
$
52,315

 
$
34,804

Unvested restricted units (1)(2)
410


359

 
797

 
698

Total distributed earnings
$
27,365


$
18,380

 
$
53,112

 
$
35,502

Undistributed loss allocated to:
 


 

 
 

 
 

Common units
$
(45,127
)

$
(25,148
)
 
$
(82,096
)
 
$
(43,699
)
Unvested restricted units
(686
)

(485
)
 
(1,250
)
 
(859
)
Total undistributed loss
$
(45,813
)

$
(25,633
)
 
$
(83,346
)
 
$
(44,558
)
Net loss allocated to:
 


 

 
 

 
 

Common units
$
(18,172
)

$
(7,127
)
 
$
(29,782
)
 
$
(8,896
)
Unvested restricted units
(276
)

(126
)
 
(453
)
 
(160
)
Total limited partners’ interest in net loss
$
(18,448
)

$
(7,253
)
 
$
(30,235
)
 
$
(9,056
)
Basic and diluted net loss per unit:
 


 

 
 

 
 

Basic and diluted common unit
$
(0.23
)

$
(0.13
)
 
$
(0.38
)
 
$
(0.17
)
__________________________________________________
(1) Three months ended June 30, 2013 represents a declared distribution of $0.33 per unit payable on August 12, 2013 and
Six months ended June 30, 2013 represents distributions paid of $0.33 per unit on May 13, 2013 and distributions
declared of $0.33 per unit payable August 12, 2013.
 
(2) Three months ended June 30, 2012 represents a declared distribution of $0.33 per unit paid on August 14, 2012.
Six months ended June 30, 2012 represents distributions paid of $0.33 per unit on May 15, 2012 and distributions
declared of $0.33 per unit paid August 14, 2012.
 
The following are the unit amounts used to compute the basic and diluted earnings per limited partner unit for the three and six months ended June 30, 2013 and 2012 (in thousands):
 
 
Three Months Ended  
 June 30,
 
Six Months Ended 
 June 30,
 
2013
 
2012
 
2013
 
2012
Basic and diluted weighted average units outstanding:
 

 
 

 
 
 
 
Weighted average limited partner common units outstanding
81,670

 
55,998

 
79,265

 
53,427


 
All common unit equivalents were antidilutive in the three and six months ended June 30, 2013 and 2012 because the limited partners were allocated net losses in these periods.
 
The General Partner is entitled to a distribution in relation to its percentage interest with respect to all distributions made to common unitholders. If the distributions are in excess of $0.2125 per unit, distributions are made to the General Partner in accordance with its current percentage interest with the remainder to the common and preferred unitholders, subject to the payment of incentive distributions as described below to the extent that certain target levels of cash distributions are achieved.
 
When quarterly distributions are made pro-rata to common and preferred unitholders, net income for the General Partner consists of incentive distributions to the extent earned, a deduction for stock-based compensation attributable to CEI’s stock options and restricted shares and the percentage interest of the original Partnership’s net income (loss) adjusted for the CEI stock-based compensation specifically allocated to the General Partner. When quarterly distributions are made solely to the preferred unitholders, the net income for the General Partner consists of the CEI stock-based compensation deduction and the General Partner’s percentage interest of the Partnership’s net income (loss) after the allocation of income to the preferred unitholders with respect to their preferred distribution adjusted for the CEI stock-based compensation specifically allocated to the General Partner.
 
Under the quarterly incentive distribution provisions, generally the General Partner is entitled to 13.0% of amounts the Partnership distributes in excess of $0.25 per unit, 23.0% of the amounts the Partnership distributes in excess of $0.3125 per unit and 48.0% of amounts the Partnership distributes in excess of $0.375 per unit. The net income (loss) allocated to the General Partner is as follows (in thousands):
 
 
Three Months Ended  
 June 30,
 
Six Months Ended 
 June 30,
 
2013
 
2012
 
2013
 
2012
Income allocation for incentive distributions
$
1,470

 
$
1,130

 
$
2,874

 
$
2,108

Stock-based compensation attributable to CEI’s restricted shares
(1,507
)
 
(1,144
)
 
(3,977
)
 
(2,276
)
General Partner interest in net income (loss)
(275
)
 
(26
)
 
(453
)
 
57

General Partner share of net loss
$
(312
)
 
$
(40
)
 
$
(1,556
)
 
$
(111
)
Employee Incentive Plans
Employee Incentive Plans
Employee Incentive Plans
 
(a)         Long-Term Incentive Plans
 
The Partnership accounts for share-based compensation in accordance with FASB ASC 718, which requires that compensation related to all stock-based awards, including stock options, be recognized in the consolidated financial statements. On May 9, 2013, the Partnership’s unitholders approved the amended and restated Crosstex Energy GP, LLC Long-Term Incentive Plan (the “Plan”). Amendments to the Plan include an increase in the number of common units representing limited partner interests in the Partnership authorized for issuance under the Plan by 3,470,000 common units to an aggregate of 9,070,000 common units. In addition, the Plan includes technical amendments to certain other provisions of the Plan (i) to describe awards of restricted units as restricted incentive units, (ii) to revise the change in control definition to (among other things) eliminate and clarify certain change in control events, (iii) to make minor changes to better conform certain provisions to applicable law and (iv) to include minor updates to clarify the meaning of, and consistently describe, certain terms thereunder.
 
The Partnership and CEI each have similar unit or share-based payment plans for employees, which are described below.  Share-based compensation associated with the CEI share-based compensation plan awarded to officers and employees of the Partnership are recorded by the Partnership since CEI has no substantial or managed operating activities other than its interest in the Partnership. Amounts recognized in the condensed consolidated financial statements with respect to these plans are as follows (in thousands):
 
 
Three Months Ended  
 June 30,
 
Six Months Ended 
 June 30,
 
2013
 
2012
 
2013
 
2012
Cost of share-based compensation charged to general and administrative
    expense
$
2,583

 
$
2,179

 
$
7,075

 
$
4,353

Cost of share-based compensation charged to operating expense
421

 
316

 
980

 
640

Total amount charged to income
$
3,004

 
$
2,495

 
$
8,055

 
$
4,993


 
(b)  Restricted Incentive Units
 
The restricted incentive 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 incentive unit activity for the six months ended June 30, 2013 is provided below:
 
 
 
Six Months Ended June 30, 2013
Crosstex Energy, L.P. Restricted Incentive Units:
 
Number of
Units
 
Weighted
Average
Grant-Date
 Fair Value
Non-vested, beginning of period
 
1,003,159

 
$
13.31

Granted
 
580,785

 
15.83

Vested*
 
(277,404
)
 
9.00

Forfeited
 
(36,758
)
 
12.43

Non-vested, end of period
 
1,269,782

 
$
15.43

Aggregate intrinsic value, end of period (in thousands)
 
$
26,183

 
 

_____________________________________________
* Vested units include 81,321 units withheld for payroll taxes paid on behalf of employees.
 
The Partnership issued restricted incentive units in 2013 to officers and other employees. These restricted incentive units typically vest at the end of three years and are included in the restricted incentive units outstanding and the current share-based compensation cost calculations at June 30, 2013.  In March 2013, the Partnership issued 57,897 restricted incentive units with a fair value of $1.0 million to officers and certain employees as bonus payments for 2012, which vested immediately and are included in the restricted incentive units granted and vested line items above.
 
A summary of the restricted incentive units’ aggregate intrinsic value (market value at vesting date) and fair value of units vested during the three and six months ended June 30, 2013 and 2012 are provided below (in thousands):
 
 
 
Three Months Ended  
 June 30,
 
Six Months Ended 
 June 30,
Crosstex Energy, L.P. Restricted Incentive Units:
 
2013
 
2012
 
2013
 
2012
Aggregate intrinsic value of units vested
 
$
279

 
$
280

 
$
4,293

 
$
3,806

Fair value of units vested
 
$
222

 
$
281

 
$
2,496

 
$
1,608


 
As of June 30, 2013, there was $9.8 million of unrecognized compensation cost related to non-vested restricted incentive units. That cost is expected to be recognized over a weighted-average period of 1.5 years.
 
(c)  Unit Options
 
A summary of the unit option activity for the six months ended June 30, 2013 is provided below:
 
 
 
Six Months Ended June 30, 2013
Crosstex Energy, L.P. Unit Options:
 
Number of Units
 
Weighted
Average
Exercise 
Price
Outstanding, beginning of period
 
349,018

 
$
7.25

Exercised
 
(109,438
)
 
5.68

Forfeited
 
(2,681
)
 
26.75

Outstanding, end of period
 
236,899

 
$
7.76

Options exercisable at end of period
 
236,899

 
 

Weighted average contractual term (years) end of period:
 


 
 

Options outstanding
 
5.8

 
 

Options exercisable
 
5.8

 
 

Aggregate intrinsic value end of period (in thousands):
 


 
 

Options outstanding
 
$
3,312

 
 

Options exercisable
 
$
3,312

 
 


 
A summary of the unit options intrinsic value exercised (market value in excess of exercise price at date of exercise) and fair value of units exercised (value per Black-Scholes-Merton option pricing model at date of grant) during the three and six months ended June 30, 2013 and 2012 are provided below (in thousands):
 
 
 
Three Months Ended  
 June 30,
 
Six Months Ended 
 June 30,
Crosstex Energy, L.P. Unit Options:
 
2013
 
2012
 
2013
 
2012
Intrinsic value of unit options exercised
 
$
546

 
$
67

 
$
1,361

 
$
478

Fair value of unit options vested
 
$
—

 
$
—

 
$
254

 
$
277


 
As of June 30, 2013, all options were vested and fully expensed.
 
(d)         Crosstex Energy, Inc.’s Restricted Stock
 
On May 9, 2013, CEI's stockholders approved the amended and restated the Crosstex Energy, Inc. 2009 Long-Term Incentive Plan (the “CEI Plan”). Amendments to the CEI Plan include an increase in the number of shares of CEI's common stock authorized for issuance under the CEI Plan by 1,785,000 shares to an aggregate of 4,385,000 shares of common stock. In addition, the CEI Plan includes technical amendments to certain other provisions of the CEI Plan (i) to clarify that awards of restricted stock units may be granted as stock awards, (ii) to revise the change of control definition to (among other things) eliminate and clarify certain change of control events, (iii) to make minor changes to better conform certain provisions to applicable law and (iv) to include minor updates to clarify the meaning of, and consistently describe, certain terms thereunder.
CEI’s restricted shares are valued 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 activities for the six months ended June 30, 2013 is provided below:
 
 
 
Six Months Ended June 30, 2013
Crosstex Energy, Inc. Restricted Shares:
 
Number of
Shares
 
Weighted
Average
Grant-Date
Fair Value
Non-vested, beginning of period
 
1,329,162

 
$
9.75

Granted
 
587,571

 
14.69

Vested*
 
(281,145
)
 
7.77

Forfeited
 
(43,692
)
 
11.43

Non-vested, end of period
 
1,591,896

 
$
11.87

Aggregate intrinsic value, end of period (in thousands)
 
$
31,456

 
 

__________________________________________________
* Vested shares include 79,723 shares withheld for payroll taxes paid on behalf of employees.
 
CEI issued restricted shares in 2013 to officers and other employees. These restricted shares typically vest at the end of three years and are included in restricted shares outstanding and the current share-based compensation cost calculations at June 30, 2013.  In March 2013, CEI issued 60,018 restricted shares with a fair value of $1.0 million to officers and certain employees as bonus payments for 2012, which vested immediately and are included in restricted shares granted and vested in the above line items.
 
A summary of the restricted shares’ aggregate intrinsic value (market value at vesting date) and fair value of shares vested during the three and six months ended June 30, 2013 and 2012 are provided below (in thousands):
 
 
 
Three Months Ended  
 June 30,
 
Six Months Ended 
 June 30,
Crosstex Energy, Inc. Restricted Shares:
 
2013
 
2012
 
2013
 
2012
Aggregate intrinsic value of shares vested
 
$
298

 
$
391

 
$
4,303

 
$
3,127

Fair value of shares vested
 
$
217

 
$
260

 
$
2,184

 
$
1,266


 
As of June 30, 2013, there was $9.8 million of unrecognized compensation costs related to non-vested CEI restricted shares. The cost is expected to be recognized over a weighted average period of 1.4 years.
 
(e)          Crosstex Energy, Inc.’s Stock Options
 
CEI stock options have not been granted to officers or employees of the Partnership since 2005. There are 37,500 CEI stock options vested and exercisable at June 30, 2013.
Derivatives
Derivatives
Derivatives
 
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 price and location risks 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.
 
The Partnership commonly enters into various derivative financial transactions which it does not designate as accounting hedges. These transactions include “swing swaps,” “storage swaps,” “basis swaps,” “processing margin swaps,” “liquids swaps” and “put options.”  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.  Storage swap transactions protect against changes in the value of products that the Partnership has stored to serve various operational requirements (gas) or has in inventory due to short term constraints in moving the product to market (liquids/condensate). Basis swaps are used to hedge basis location price risk due to buying gas into one of the Partnership’s 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 the Partnership’s processing plants relating to the option to process versus bypassing the Partnership’s equity gas.  Liquids financial swaps are used to hedge price risk on percent of liquids contracts. Put options are purchased to hedge against declines in pricing and as such, represent options, not obligations, to sell the related underlying volumes at a fixed price.

Changes in the fair value of the Partnership’s mark to market derivatives are recognized in earnings in the period of change. The effective portion of changes in the fair value of cash flow hedges is recorded in AOCI until the related anticipated future cash flow is recognized in earnings. The ineffective portion is recorded in earnings immediately.
 
The components of (gain) loss on derivatives in the condensed consolidated statements of operations relating to commodity swaps are provided below (in thousands):
 
 
Three Months Ended  
 June 30,
 
Six Months Ended 
 June 30,
 
2013
 
2012
 
2013
 
2012
Change in fair value of derivatives that are not designated as hedging
    instruments
$
388

 
$
(7,095
)
 
$
(244
)
 
$
(5,913
)
Realized (gains) losses on derivatives
(802
)
 
2,213

 
314

 
3,238

Ineffective portion of derivatives designated as hedging instruments
(31
)
 
(23
)
 
(43
)
 
(61
)
(Gains) losses on derivatives
$
(445
)
 
$
(4,905
)
 
$
27

 
$
(2,736
)

 
The fair value of derivative assets and liabilities relating to commodity swaps are as follows (in thousands):

 
June 30,
2013
 
December 31,
2012
Fair value of derivative assets — current, designated
$
1,070

 
$
724

Fair value of derivative assets — current, non-designated
2,218

 
2,510

Fair value of derivative assets — long term, designated
112

 
—

Fair value of derivative liabilities — current, designated
(3
)
 
(105
)
Fair value of derivative liabilities — current, non-designated
(670
)
 
(1,205
)
Net fair value of derivatives
$
2,727

 
$
1,924


 

Set forth below are the summarized notional volumes and fair value of all instruments held for price risk management purposes and related physical offsets as of June 30, 2013 (all gas volumes are expressed in million British thermal units ("MMBtus"), liquids volumes are expressed in gallons and condensate volumes are expressed in barrels). The remaining terms of the contracts extend no later than December 2014.
 
 
June 30, 2013
Transaction Type
 
Volume
 
Fair Value
 
 
(In thousands)
Cash Flow Hedges:
 
 

 
 

Liquids swaps (short contracts)
 
(9,285
)

$
1,179

Total swaps designated as cash flow hedges
 
 

$
1,179


 



Mark to Market Derivatives:*
 
 

 
Swing swaps (long contracts)
 
930


$
135

Physical offsets to swing swap transactions (short contracts)
 
(930
)

(112
)
Swing swaps (short contracts)
 
(1,008
)

—

Physical offsets to swing swap transactions (long contracts)
 
1,008


—


 



Basis swaps (long contracts)
 
636


(35
)
Physical offsets to basis swap transactions (short contracts)
 
(636
)

2,042

Basis swaps (short contracts)
 
(636
)

4

Physical offsets to basis swap transactions (long contracts)
 
636


(2,255
)
 
 



Processing margin hedges — liquids (short contracts)
 
(4,634
)

1,182

Processing margin hedges — gas (long contracts)
 
494


(89
)
 
 



Liquids swaps - non-designated (short contracts)
 
(2,559
)

837

 
 



Storage swap transactions — gas (short contracts)
 
(100
)

14

Storage swap transactions — liquids inventory (short contracts)
 
(1,890
)

16

Storage swap transactions — condensate inventory (short contracts)
 
(31
)

(191
)
Total mark to market derivatives
 
 

$
1,548

__________________________________________________
*                 All are gas contracts except for liquids swaps (designated or non-designated), processing margin hedges - liquids, storage swap transactions - liquids inventory and storage swap transactions - condensate inventory.
 
On all transactions where the Partnership is exposed to counterparty risk, the Partnership analyzes the counterparty’s 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. The Partnership has entered into Master International Swaps and Derivatives Association Agreements ("ISDAs") with its counterparties. If the Partnership’s counterparties failed to perform under existing swap contracts entered into under these ISDAs, the Partnership’s maximum loss as of June 30, 2013 of $3.4 million would be reduced to $3.1 million due to the offsetting of gross fair value payables against gross fair value receivables as allowed by the ISDAs.
 
Impact of Cash Flow Hedges
 
The impact of realized gains or losses from derivatives designated as cash flow hedge contracts in the condensed consolidated statements of operations is summarized below (in thousands):
 
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
Increase (Decrease) in Midstream Revenue
 
2013
 
2012
 
2013
 
2012
Liquids realized gain included in Midstream revenue
 
$
380

 
$
407

 
$
660

 
$
395



Natural Gas
 
As of June 30, 2013, the Partnership had no balances in AOCI related to natural gas.
 
Liquids
 
As of June 30, 2013, an unrealized derivative fair value net gain of $1.1 million related to cash flow hedges of liquids price risk was recorded in AOCI. Of that amount, a net gain of $1.0 million is expected to be reclassified into earnings through June 2014. 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 is not reflected in the above table.
 
Derivatives Other Than Cash Flow Hedges
 
Assets and liabilities related to third party derivative contracts, swing swaps, basis swaps, storage swaps, processing margin swaps and liquids 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 condensed consolidated statement of operations. The Partnership estimates the fair value of all of its energy trading contracts using Level 1 and Level 2 inputs for future commodity prices that are readily available in public markets or can be derived from information available in publicly quoted markets. The estimated fair value of energy trading contracts by maturity date was as follows (in thousands):
 
 
Maturity Periods
 
Less than one year
 
One to two years
 
More than two years
 
Total fair value
June 30, 2013
$
1,548

 
$
—

 
$
—

 
$
1,548

Fair Value Measurements
Fair Value Measurements
Fair Value Measurements
 
FASB ASC 820 sets forth a framework for measuring fair value and required disclosures about fair value measurements of assets and liabilities. Fair value under FASB ASC 820 is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. A liability’s 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 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.
 
FASB ASC 820 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 Partnership’s derivative contracts primarily consist of commodity swap contracts which are not traded on a public exchange. The fair values of commodity swap contracts are determined using discounted cash flow techniques. The techniques incorporate Level 1 and Level 2 inputs for future commodity prices that are readily available in public markets or can be derived from information available in publicly quoted markets. These market inputs are utilized in the discounted cash flow calculation considering the instrument’s term, notional amount, discount rate and credit risk and are classified as Level 2 in hierarchy.
 

Net assets (liabilities) measured at fair value on a recurring basis are summarized below (in thousands):
 
 
June 30, 2013
Level 2
 
December 31, 2012
Level 2
Commodity Swaps*
$
2,727

 
$
1,924

Total
$
2,727

 
$
1,924

 
__________________________________________________
*                 Unrealized gains or losses on commodity derivatives qualifying for hedge accounting are recorded in AOCI at each measurement date.  The fair value of derivative contracts included in assets or liabilities for risk management activities represents the amount at which the instruments could be exchanged in a current arms-length transaction adjusted for credit risk of the Partnership and/or the counterparty as required under FASB ASC 820.
 
Fair Value of Financial Instruments
 
The estimated fair value of the Partnership’s financial instruments has been determined by the Partnership using available market information and valuation methodologies. Considerable judgment is required to develop the estimates of fair value; thus, the estimates provided below are not necessarily indicative of the amount the Partnership could realize upon the sale or refinancing of such financial instruments (in thousands):
 
 
June 30, 2013
 
December 31, 2012
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
Long-term debt
$
966,254

 
$
1,025,875

 
$
1,036,305

 
$
1,118,875

Obligations under capital lease
$
23,644

 
$
25,384

 
$
25,257

 
$
27,667


 
The carrying amounts of the Partnership’s cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to the short-term maturities of these assets and liabilities.
 
The Partnership had no borrowings under its revolving credit facility included in long-term debt as of June 30, 2013 and $71.0 million at December 31, 2012. As borrowings under the credit facility accrue interest under floating interest rate structures, the carrying value of such indebtedness approximates fair value for the amounts outstanding under the credit facility. As of June 30, 2013 and December 31, 2012, the Partnership also had borrowings totaling $716.3 million and $715.3 million, net of discount, respectively, under the 2018 Notes with a fixed rate of 8.875% and borrowings of $250.0 million under the 2022 Notes with a fixed rate of 7.125% as of June 30, 2013 and December 31, 2012.  The fair value of all senior unsecured notes as of June 30, 2013 and December 31, 2012 was based on Level 1 inputs from third-party market quotations.  The fair value of obligations under capital leases was calculated using Level 2 inputs from third-party banks.
Commitments and Contingencies
Commitments And Contingencies
Commitments and Contingencies
 
(a) Employment and Severance Agreements
 
Certain members of management of the Partnership are parties to employment and/or severance agreements with the General Partner. The employment and severance agreements provide those managers with severance payments in certain circumstances and, in the case of employment agreements, prohibit each such person from competing with the General Partner or its affiliates for a certain period of time following the termination of such person’s employment.
 
(b) Environmental Issues
 
The Partnership acquired LIG Pipeline Company and its subsidiaries on April 1, 2004. Contamination from historical operations was identified during due diligence at a number of sites owned by the acquired companies. The seller, AEP, has indemnified the Partnership for these identified sites. Moreover, AEP has entered into an agreement with a third party company pursuant to which the remediation costs associated with these sites have been assumed by this third party company that specializes in remediation work. To date, 23 of the 25 sites requiring remediation have been completed and have received a “No Further Action” status from the Louisiana Department of Environmental Quality.  The remaining two sites continuing with remediation efforts are expected to reach closure in 2013. The Partnership does not expect to incur any material liability with these sites; however, there can be no assurance that the third parties who have assumed responsibility for remediation of site conditions will fulfill their obligations.
 
(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.
 
At times, the Partnership’s subsidiaries acquire pipeline easements and other property rights by exercising rights of eminent domain and common carrier. As a result, the Partnership (or its subsidiaries) is a party to a number of lawsuits under which a court will determine the value of pipeline easements or other property interests obtained by the Partnership’s subsidiaries by condemnation. Damage awards in these suits should reflect the value of the property interest acquired and the diminution in the value of the remaining property owned by the landowner. However, some landowners have alleged unique damage theories to inflate their damage claims or assert valuation methodologies that could result in damage awards in excess of the amounts anticipated. Although it is not possible to predict the ultimate outcomes of these matters, the Partnership does not expect that awards in these matters will have a material adverse impact on its consolidated results of operations or financial condition.
 
The Partnership (or its subsidiaries) is defending lawsuits filed by owners of property located near processing facilities or compression facilities constructed by the Partnership as part of its systems. 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.  In January 2012, a plaintiff in one of these lawsuits was awarded a judgment of $2.0 million.  The Partnership has appealed the matter and has posted a bond to secure the judgment pending its resolution.  The Partnership has accrued a $2.0 million liability related to this matter.  Although it is not possible to predict the ultimate outcomes of these matters, the Partnership does not expect that awards in these matters will have a material adverse impact on its consolidated results of operations or financial condition.
Segment Information
Segment Information
Segment Information
 
Identification of operating segments is based principally upon regions served.  The Partnership’s reportable segments consist of the natural gas gathering, processing and transmission operations located in north Texas and in the Permian Basin in west Texas ("NTX"), the pipelines and processing plants located in Louisiana ("LIG"), the south Louisiana processing and NGL assets ("PNGL") and rail, truck, pipeline, and barge facilities in the ORV. Operating activity for intersegment eliminations is shown in the corporate segment.  The Partnership’s sales are derived from external domestic customers.
 
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 primarily of property and equipment, including software, for general corporate support, working capital, debt financing costs and its investment in Howard Energy Partners ("HEP").
 
Summarized financial information concerning the Partnership’s reportable segments is shown in the following table.
 
 
LIG
 
NTX
 
PNGL
 
ORV
 
Corporate
 
Totals
 
(In thousands)
Three Months Ended June 30, 2013
 

 
 

 
 

 
 

 
 

 
 

Sales to external customers
$
119,725


$
85,360


$
185,562


$
63,942


$
—


$
454,589

Sales to affiliates
16,119


17,108


92


—


(33,319
)

—

Purchased gas, NGLs and crude oil
(115,395
)

(59,677
)

(166,906
)

(50,434
)

33,319


(359,093
)
Operating expenses
(7,813
)

(12,474
)

(8,003
)

(8,489
)

—


(36,779
)
Segment profit
$
12,636


$
30,317


$
10,745


$
5,019


$
—


$
58,717

Gain (loss) on derivatives
$
582


$
(271
)

$
314


$
(180
)

$
—


$
445

Depreciation, amortization and impairments
$
(3,152
)

$
(19,850
)

$
(8,215
)

$
(2,748
)

$
(670
)

$
(34,635
)
Capital expenditures
$
7,935


$
2,229


$
131,499


$
4,738


$
988


$
147,389

Identifiable assets
$
280,976


$
1,024,118


$
842,767


$
314,459


$
178,606


$
2,640,926

Three Months Ended June 30, 2012
 

 

 

 

 

 
Sales to external customers
$
121,479


$
61,236


$
211,687


$
—


$
—


$
394,402

Sales to affiliates
60,415


17,227


40,243


—


(117,885
)

—

Purchased gas, NGLs and crude oil
(153,601
)

(31,457
)

(236,925
)

—


117,885


(304,098
)
Operating expenses
(8,759
)

(14,144
)

(7,668
)

—


—


(30,571
)
Segment profit
$
19,534


$
32,862


$
7,337


$
—


$
—


$
59,733

Gain (loss) on derivatives
$
4,541


$
(153
)

$
517


$
—


$
—


$
4,905

Depreciation, amortization and impairments
$
(3,182
)

$
(21,009
)

$
(8,069
)

$
—


$
(610
)

$
(32,870
)
Capital expenditures
$
1,886


$
20,295


$
30,255


$
—


$
1,076


$
53,512

Identifiable assets
$
279,140


$
1,086,299


$
498,888


$
—


$
379,908


$
2,244,235

Six Months Ended June 30, 2013










 
Sales to external customers
$
252,782


$
158,809


$
369,485


$
119,202


$
—


$
900,278

Sales to affiliates
45,906


33,470


16,519


—


(95,895
)

—

Purchased gas, NGLs and crude oil
(256,028
)

(105,795
)

(342,689
)

(91,498
)

95,895


(700,115
)
Operating expenses
(15,475
)

(26,646
)

(15,220
)

(16,774
)

—


(74,115
)
Segment profit
$
27,185


$
59,838


$
28,095


$
10,930


$
—


$
126,048

Gain (loss) on derivatives
$
955


$
(1,046
)

$
244


$
(180
)

$
—


$
(27
)
Depreciation, amortization and impairments
$
(6,271
)

$
(39,641
)

$
(16,190
)

$
(5,091
)

$
(1,168
)

$
(68,361
)
Capital expenditures
$
16,167


$
7,252


$
227,665


$
8,933


$
5,942


$
265,959

Identifiable assets
$
280,976


$
1,024,118


$
842,767


$
314,459


$
178,606


$
2,640,926

Six Months Ended June 30, 2012
 

 

 

 

 


Sales to external customers
$
268,177


$
125,917


$
426,267


$
—


$
—


$
820,361

Sales to affiliates
133,225


48,711


85,787


—


(267,723
)

—

Purchased gas, NGLs and crude oil
(342,822
)

(81,478
)

(473,727
)

—


267,723


(630,304
)
Operating expenses
(16,696
)

(27,295
)

(14,387
)

—


—


(58,378
)
Segment profit
$
41,884


$
65,855


$
23,940


$
—


$
—


$
131,679

Gain (loss) on derivatives
$
4,643


$
(2,416
)

$
509


$
—


$
—


$
2,736

Depreciation, amortization and impairments
$
(6,335
)

$
(41,442
)

$
(16,028
)

$
—


$
(1,243
)

$
(65,048
)
Capital expenditures
$
1,888


$
33,451


$
45,917


$
—


$
1,536


$
82,792

Identifiable assets
$
279,140


$
1,086,299


$
498,888


$
—


$
379,908


$
2,244,235



The following table reconciles the segment profits reported above to the operating income as reported in the condensed consolidated statements of operations (in thousands):
 

Three Months Ended  
 June 30,
 
Six Months Ended 
 June 30,
 
2013

2012
 
2013
 
2012
Segment profits
58,717

 
59,733

 
126,048

 
131,679

General and administrative expenses
(16,212
)

(12,965
)
 
(34,448
)
 
(27,928
)
Gain (loss) on derivatives
445


4,905

 
(27
)
 
2,736

Gain (loss) on sale of property
(84
)

406

 
(95
)
 
504

Depreciation, amortization and impairments
(34,635
)

(32,870
)
 
(68,361
)
 
(65,048
)
Operating income
$
8,231


$
19,209

 
$
23,117

 
$
41,943

Immaterial Correction of Prior Period Financial Statements
Accounting Changes and Error Corrections
Immaterial Correction of Prior Period Financial Statements

During the three months ended June 30, 2013, the Partnership determined certain immaterial corrections were required for previously-issued financial statements as discussed below. The corrections did not impact the Partnership’s operating income and were not considered material to the Partnership’s revenues and costs for the applicable periods.

The Partnership determined that revenues and purchased gas costs related to a new processing arrangement were improperly reduced from revenue and purchased gas costs which resulted in equal understatements of revenues and purchased gas costs in its previously-issued financial statements for the three and six months ended and June 30, 2012. As a result both revenues and purchased gas were understated by $43.2 million and $97.5 million for the three and six months ended June 30, 2012, respectively. The following table reflects the revenues, purchased gas costs and total operating costs and expenses as previously reported and as adjusted for the three and six months ended June 30, 2012 (in thousands):

 
Three Months Ended June 30, 2012
 
Six Months Ended June 30, 2012
As previously reported:
 
 
 
Total revenues
$
351,194

 
$
722,903

Purchased gas, NGLs and crude oil
$
260,890

 
$
532,846

Total operating costs and expenses
$
331,985

 
$
680,960

Operating income
$
19,209

 
$
41,943

 


 


As adjusted:


 


Total revenues
$
394,402

 
$
820,361

Purchased gas, NGLs and crude oil
$
304,098

 
$
630,304

Total operating costs and expenses
$
375,193

 
$
778,418

Operating income
$
19,209

 
$
41,943

Subsequent Event
Subsequent Event
Subsequent Event

In July 2013, the Partnership determined that the Eunice processing plant (the “Plant”), which is located in south Louisiana and is part of our PNGL segment, will be shut-down during the fourth quarter of 2013 due to adverse economics driven by low NGL prices and low processing volumes which we do not see improving in the near future based on forecasted price curves. As of June 30, 2013 there are customer relationships classified as intangible assets with a net book value of $72.6 million which are directly associated with the Plant and will terminate with the shut-down of the Plant. The Partnership will record an impairment expense for these intangible assets in the amount of $72.6 million during the third quarter of 2013.
General (Policies)
Basis of Presentation 
Basis of Presentation
 
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 in the United States of America ("US GAAP") 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 year 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 Partnership’s annual report on Form 10-K for the year ended December 31, 2012.
 
The preparation of financial statements in accordance with US GAAP requires management of the Partnership 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.
Comprehensive Income (Loss) 
Comprehensive Income (Loss)
 
Accumulated Other Comprehensive Income Reclassifications. In February 2013, the Financial Accounting Standards Board ("FASB") issued ASU 2013-2, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income ("ASU 2013-2”). ASU 2013-2 requires disclosure of amounts reclassified out of accumulated other comprehensive income ("AOCI") by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts not reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts.  For the three months ended June 30, 2013 and 2012, we reclassified cash flow hedge (gains)/losses in the amounts of $(0.2) million and $0.1 million, respectively, and $(0.5) million and $0.4 million for the six months ended June 30, 2013 and 2012, respectively, included in other comprehensive income to revenues on the condensed consolidated statement of operations.
Acquisition (Table)
Schedule of Purchase Price Allocation 
The following table is a summary of the consideration paid in the Clearfield acquisition and the purchase price allocation for the fair value of the assets acquired and liabilities assumed at the acquisition date:

Purchase Price Allocation (in thousands):


Purchase Price to Clearfield Energy, Inc.

$
215,397

     Total Purchase Price

$
215,397




Assets acquired:


     Current assets

17,622

     Assets held for disposition

19,358

     Property, plant and equipment

91,422

     Goodwill

153,802

     Intangibles

37,600

Liabilities assumed:


     Current liabilities

(28,274
)
     Liabilities held for disposition

(1,400
)
     Deferred taxes

(65,228
)
     Long term liabilities

(9,505
)
     Total purchase price

$
215,397

Pro Forma 
The following unaudited pro forma condensed financial data for the three and six months ended June 30, 2012 gives effect to the Clearfield acquisition as if it had occurred on January 1, 2012. The unaudited pro forma condensed financial information has been included for comparative purposes only and is not necessarily indicative of the results that might have occurred had the transactions taken place on the dates indicated and is not intended to be a projection of future results.
 
 
Three Months Ended  
 June 30, 2012
 
Six Months Ended 
 June 30, 2012
 
 (in thousands)
Pro forma total revenues
$
433,653

 
$
926,272

Pro forma net loss
$
(3,885
)
 
$
(1,852
)
Pro forma net loss attributable to Crosstex Energy, L.P.
$
(3,814
)
 
$
(1,743
)
Pro forma net loss per common unit:
 
 


Basic and Diluted
$
(0.14
)
 
$
(0.18
)
Long-Term Debt (Tables)
Indebtedness Table 
As of June 30, 2013 and December 31, 2012, long-term debt consisted of the following (in thousands):
 
 
June 30,
 2013
 
December 31,
2012
Bank credit facility (due 2016), interest based on Prime and/or LIBOR plus an applicable
    margin, interest rate at June 30, 2013 and December 31, 2012 was 5.0% and 4.3%,
    respectively
$
—


$
71,000

Senior unsecured notes (due 2018), net of discount of $8.7 million and $9.7 million,
    respectively, which bear interest at the rate of 8.875%
716,254


715,305

Senior unsecured notes (due 2022), which bear interest at the rate of 7.125%
250,000


250,000

 Debt classified as long-term
$
966,254


$
1,036,305

Non Guarntor Financial Statements 
Condensed Consolidating Balance Sheets
June 30, 2013
 
 
Guarantors
 
Non-Guarantors
 
Elimination
 
Consolidated
 
(In thousands)
ASSETS
 

 
 

 
 

 
 

Total current assets
$
257,718

 
$
11,742

 
$
—

 
$
269,460

Property, plant and equipment, net
1,489,733

 
201,713

 
—

 
1,691,446

Total other assets
680,020

 
—

 
—

 
680,020

Total assets
$
2,427,471

 
$
213,455

 
$
—

 
$
2,640,926

 
 
 
 
 
 
 
 
LIABILITIES & PARTNERS’ CAPITAL
 

 
 

 
 

 
 

Total current liabilities
$
268,786

 
$
4,109

 
$
—

 
$
272,895

Long-term debt
966,254

 
—

 
—

 
966,254

Other long-term liabilities
94,571

 
—

 
—

 
94,571

Partners’ capital
1,097,860

 
209,346

 
—

 
1,307,206

Total liabilities & partners’ capital
$
2,427,471

 
$
213,455

 
$
—

 
$
2,640,926

 
December 31, 2012
 
 
Guarantors
 
Non-Guarantors
 
Elimination
 
Consolidated
 
(In thousands)
ASSETS
 

 
 

 
 

 
 

Total current assets
$
246,165

 
$
11,055

 
$
—

 
$
257,220

Property, plant and equipment, net
1,276,097

 
195,151

 
—

 
1,471,248

Total other assets
694,121

 
—

 
—

 
694,121

Total assets
$
2,216,383

 
$
206,206

 
$
—

 
$
2,422,589

 
 
 
 
 
 
 
 
LIABILITIES & PARTNERS’ CAPITAL
 

 
 

 
 

 
 

Total current liabilities
$
273,151

 
$
2,392

 
$
—

 
$
275,543

Long-term debt
1,036,305

 
—

 
—

 
1,036,305

Other long-term liabilities
101,660

 
—

 
—

 
101,660

Partners’ capital
805,267

 
203,814

 
—

 
1,009,081

Total liabilities & partners’ capital
$
2,216,383

 
$
206,206

 
$
—

 
$
2,422,589


Condensed Consolidating Statements of Operations
For the Three Months Ended June 30, 2013
 
 
Guarantors
 
Non-Guarantors
 
Elimination
 
Consolidated
 
(In thousands)
Total revenues
$
441,891

 
$
19,227

 
$
(6,529
)
 
$
454,589

Total operating costs and expenses
(444,078
)
 
(8,809
)
 
6,529

 
(446,358
)
Operating income (expense)
(2,187
)
 
10,418

 
—

 
8,231

Interest expense, net
(18,170
)
 
(3
)
 
—

 
(18,173
)
Other income
146

 
—

 
—

 
146

Income (loss) before non-controlling interest and income
    taxes
(20,211
)
 
10,415

 
—

 
(9,796
)
Income tax provision
(833
)
 
—

 
—

 
(833
)
Net income (loss) attributable to Crosstex Energy, L.P.
$
(21,044
)
 
$
10,415

 
$
—

 
$
(10,629
)
 
For the Three Months Ended June 30, 2012
 
 
Guarantors
 
Non-Guarantors
 
Elimination
 
Consolidated
 
(In thousands)
Total revenues
$
380,036

 
$
22,200

 
$
(7,834
)
 
$
394,402

Total operating costs and expenses
(373,280
)
 
(9,747
)
 
7,834

 
(375,193
)
Operating income
6,756

 
12,453

 
—

 
19,209

Interest expense, net
(21,320
)
 
—

 
—

 
(21,320
)
Other income
11

 
—

 
—

 
11

Income (loss) before non-controlling interest and income taxes
(14,553
)
 
12,453

 
—

 
(2,100
)
Income tax provision
(408
)
 
(3
)
 
—

 
(411
)
Net loss attributable to non-controlling interest
—

 
71

 
—

 
71

Net income (loss) income attributable to Crosstex Energy, L.P.
$
(14,961
)
 
$
12,521

 
$
—

 
$
(2,440
)
 
For the Six Months Ended June 30, 2013
 
 
Guarantors
 
Non-Guarantors
 
Elimination
 
Consolidated
 
(In thousands)
Total revenues
$
874,966

 
$
38,506

 
$
(13,194
)
 
$
900,278

Total operating costs and expenses
(873,835
)
 
(16,520
)
 
13,194

 
(877,161
)
Operating income
1,131

 
21,986

 
—

 
23,117

Interest expense, net
(38,444
)
 
—

 
—

 
(38,444
)
Other income
288

 
—

 
—

 
288

Income (loss) before non-controlling interest and income taxes
(37,025
)
 
21,986

 
—

 
(15,039
)
Income tax provision
(1,542
)
 
—

 
—

 
(1,542
)
Net income (loss) attributable to Crosstex Energy, L.P.
$
(38,567
)
 
$
21,986

 
$
—

 
$
(16,581
)

For the Six Months Ended June 30, 2012
 
 
Guarantors
 
Non-Guarantors
 
Elimination
 
Consolidated
 
(In thousands)
Total revenues
$
791,439

 
$
44,477

 
$
(15,555
)
 
$
820,361

Total operating costs and expenses
(775,117
)
 
(18,856
)
 
15,555

 
(778,418
)
Operating income
16,322

 
25,621

 
—

 
41,943

Interest expense, net
(40,646
)
 
(57
)
 
—

 
(40,703
)
Other income
25

 
—

 
—

 
25

Income (loss) before non-controlling interest and income taxes
(24,299
)
 
25,564

 
—

 
1,265

Income tax provision
(828
)
 
(7
)
 
—

 
(835
)
Net loss attributable to non-controlling interest
—

 
109

 
—

 
109

Net income (loss) income attributable to Crosstex Energy,
    L.P.
$
(25,127
)
 
$
25,666

 
$
—

 
$
539


Condensed Consolidating Statements of Cash Flows
For the Six Months Ended June 30, 2013
 
 
Guarantors
 
Non-Guarantors
 
Elimination
 
Consolidated
 
(In thousands)
Net cash flows provided by operating activities
$
33,165

 
$
28,799

 
$
—

 
$
61,964

Net cash flows used in investing activities
$
(240,557
)
 
$
(12,344
)
 
$
—

 
$
(252,901
)
Net cash flows provided by (used in) financing activities
$
232,751

 
$
(16,455
)
 
$
16,455

 
$
232,751

 
For the Six Months Ended June 30, 2012
 
 
Guarantors
 
Non-Guarantors
 
Elimination
 
Consolidated
 
(In thousands)
Net cash flows provided by operating activities
$
20,468

 
$
31,823

 
$
—

 
$
52,291

Net cash flows used in investing activities
$
(141,037
)
 
$
(627
)
 
$
—

 
$
(141,664
)
Net cash flows provided by (used in) financing activities
$
70,189

 
$
(30,626
)
 
$
30,626

 
$
70,189


 
Other Long-term Liabilities (Tables)
Schedule of Capital Leased Asssets 
The Partnership has the following assets under capital leases as of June 30, 2013 (in thousands):
 
Compressor equipment
$
37,199

Less: Accumulated amortization
(15,538
)
Net assets under capital leases
$
21,661

Schedule of Future Minimum Lease Payments for Capital Leases 
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 June 30, 2013 (in thousands):
 
Fiscal Year
 
2013
$
2,291

2014
4,582

2015
4,582

2016
4,582

2017
6,910

Thereafter
5,189

Less: Interest
(4,492
)
Net minimum lease payments under capital lease
23,644

Less: Current portion of net minimum lease payments
(4,449
)
Long-term portion of net minimum lease payments
$
19,195

Certain Provisions of the Partnership Agreement (Tables)
Schedule of Earnings Per Share, Basic and Diluted 
The following table reflects the computation of basic earnings per limited partner unit for the periods presented (in thousands except per unit amounts):
 
 
Three Months Ended  
 June 30,
 
Six Months Ended 
 June 30,
 
2013
 
2012
 
2013
 
2012
Limited partners’ interest in net loss
$
(18,448
)

$
(7,253
)
 
$
(30,235
)
 
$
(9,056
)
Distributed earnings allocated to:
 


 

 
 

 
 

Common units (1)(2)
$
26,955


$
18,021

 
$
52,315

 
$
34,804

Unvested restricted units (1)(2)
410


359

 
797

 
698

Total distributed earnings
$
27,365


$
18,380

 
$
53,112

 
$
35,502

Undistributed loss allocated to:
 


 

 
 

 
 

Common units
$
(45,127
)

$
(25,148
)
 
$
(82,096
)
 
$
(43,699
)
Unvested restricted units
(686
)

(485
)
 
(1,250
)
 
(859
)
Total undistributed loss
$
(45,813
)

$
(25,633
)
 
$
(83,346
)
 
$
(44,558
)
Net loss allocated to:
 


 

 
 

 
 

Common units
$
(18,172
)

$
(7,127
)
 
$
(29,782
)
 
$
(8,896
)
Unvested restricted units
(276
)

(126
)
 
(453
)
 
(160
)
Total limited partners’ interest in net loss
$
(18,448
)

$
(7,253
)
 
$
(30,235
)
 
$
(9,056
)
Basic and diluted net loss per unit:
 


 

 
 

 
 

Basic and diluted common unit
$
(0.23
)

$
(0.13
)
 
$
(0.38
)
 
$
(0.17
)
__________________________________________________
(1) Three months ended June 30, 2013 represents a declared distribution of $0.33 per unit payable on August 12, 2013 and
Six months ended June 30, 2013 represents distributions paid of $0.33 per unit on May 13, 2013 and distributions
declared of $0.33 per unit payable August 12, 2013.
 
(2) Three months ended June 30, 2012 represents a declared distribution of $0.33 per unit paid on August 14, 2012.
Six months ended June 30, 2012 represents distributions paid of $0.33 per unit on May 15, 2012 and distributions
declared of $0.33 per unit paid August 14, 2012.
Schedule of Weighted Average Number of Shares 
The following are the unit amounts used to compute the basic and diluted earnings per limited partner unit for the three and six months ended June 30, 2013 and 2012 (in thousands):
 
 
Three Months Ended  
 June 30,
 
Six Months Ended 
 June 30,
 
2013
 
2012
 
2013
 
2012
Basic and diluted weighted average units outstanding:
 

 
 

 
 
 
 
Weighted average limited partner common units outstanding
81,670

 
55,998

 
79,265

 
53,427

Incentive Distributions 
The net income (loss) allocated to the General Partner is as follows (in thousands):
 
 
Three Months Ended  
 June 30,
 
Six Months Ended 
 June 30,
 
2013
 
2012
 
2013
 
2012
Income allocation for incentive distributions
$
1,470

 
$
1,130

 
$
2,874

 
$
2,108

Stock-based compensation attributable to CEI’s restricted shares
(1,507
)
 
(1,144
)
 
(3,977
)
 
(2,276
)
General Partner interest in net income (loss)
(275
)
 
(26
)
 
(453
)
 
57

General Partner share of net loss
$
(312
)
 
$
(40
)
 
$
(1,556
)
 
$
(111
)
Employee Incentive Plan (Tables)
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] 
Amounts recognized in the condensed consolidated financial statements with respect to these plans are as follows (in thousands):
 
 
Three Months Ended  
 June 30,
 
Six Months Ended 
 June 30,
 
2013
 
2012
 
2013
 
2012
Cost of share-based compensation charged to general and administrative
    expense
$
2,583

 
$
2,179

 
$
7,075

 
$
4,353

Cost of share-based compensation charged to operating expense
421

 
316

 
980

 
640

Total amount charged to income
$
3,004

 
$
2,495

 
$
8,055

 
$
4,993

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] 
A summary of the restricted incentive unit activity for the six months ended June 30, 2013 is provided below:
 
 
 
Six Months Ended June 30, 2013
Crosstex Energy, L.P. Restricted Incentive Units:
 
Number of
Units
 
Weighted
Average
Grant-Date
 Fair Value
Non-vested, beginning of period
 
1,003,159

 
$
13.31

Granted
 
580,785

 
15.83

Vested*
 
(277,404
)
 
9.00

Forfeited
 
(36,758
)
 
12.43

Non-vested, end of period
 
1,269,782

 
$
15.43

Aggregate intrinsic value, end of period (in thousands)
 
$
26,183

 
 

_____________________________________________
* Vested units include 81,321 units withheld for payroll taxes paid on behalf of employees.
Scheduleof Share Based Compensation Restricted Stock and Restricted Stock Units Vested and Fair Value Vested Table [Text Block] 
A summary of the restricted incentive units’ aggregate intrinsic value (market value at vesting date) and fair value of units vested during the three and six months ended June 30, 2013 and 2012 are provided below (in thousands):
 
 
 
Three Months Ended  
 June 30,
 
Six Months Ended 
 June 30,
Crosstex Energy, L.P. Restricted Incentive Units:
 
2013
 
2012
 
2013
 
2012
Aggregate intrinsic value of units vested
 
$
279

 
$
280

 
$
4,293

 
$
3,806

Fair value of units vested
 
$
222

 
$
281

 
$
2,496

 
$
1,608

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] 
A summary of the unit option activity for the six months ended June 30, 2013 is provided below:
 
 
 
Six Months Ended June 30, 2013
Crosstex Energy, L.P. Unit Options:
 
Number of Units
 
Weighted
Average
Exercise 
Price
Outstanding, beginning of period
 
349,018

 
$
7.25

Exercised
 
(109,438
)
 
5.68

Forfeited
 
(2,681
)
 
26.75

Outstanding, end of period
 
236,899

 
$
7.76

Options exercisable at end of period
 
236,899

 
 

Weighted average contractual term (years) end of period:
 


 
 

Options outstanding
 
5.8

 
 

Options exercisable
 
5.8

 
 

Aggregate intrinsic value end of period (in thousands):
 


 
 

Options outstanding
 
$
3,312

 
 

Options exercisable
 
$
3,312

 
 

Scheduleof Share Based Compensation Unit Options Vested and Fair Value Vested Table [Text Block] 
A summary of the unit options intrinsic value exercised (market value in excess of exercise price at date of exercise) and fair value of units exercised (value per Black-Scholes-Merton option pricing model at date of grant) during the three and six months ended June 30, 2013 and 2012 are provided below (in thousands):
 
 
 
Three Months Ended  
 June 30,
 
Six Months Ended 
 June 30,
Crosstex Energy, L.P. Unit Options:
 
2013
 
2012
 
2013
 
2012
Intrinsic value of unit options exercised
 
$
546

 
$
67

 
$
1,361

 
$
478

Fair value of unit options vested
 
$
—

 
$
—

 
$
254

 
$
277

Schedule Of Shared Based Compensation Restricted Stock And Restricted Stock Units Activity Table [Text Block] 
A summary of the restricted share activities for the six months ended June 30, 2013 is provided below:
 
 
 
Six Months Ended June 30, 2013
Crosstex Energy, Inc. Restricted Shares:
 
Number of
Shares
 
Weighted
Average
Grant-Date
Fair Value
Non-vested, beginning of period
 
1,329,162

 
$
9.75

Granted
 
587,571

 
14.69

Vested*
 
(281,145
)
 
7.77

Forfeited
 
(43,692
)
 
11.43

Non-vested, end of period
 
1,591,896

 
$
11.87

Aggregate intrinsic value, end of period (in thousands)
 
$
31,456

 
 

__________________________________________________
* Vested shares include 79,723 shares withheld for payroll taxes paid on behalf of employees.
Schedule Of Share Based Compensation Restricted Stock And Restricted Units Vested And Fair Value Vested [Table Text Block] 
A summary of the restricted shares’ aggregate intrinsic value (market value at vesting date) and fair value of shares vested during the three and six months ended June 30, 2013 and 2012 are provided below (in thousands):
 
 
 
Three Months Ended  
 June 30,
 
Six Months Ended 
 June 30,
Crosstex Energy, Inc. Restricted Shares:
 
2013
 
2012
 
2013
 
2012
Aggregate intrinsic value of shares vested
 
$
298

 
$
391

 
$
4,303

 
$
3,127

Fair value of shares vested
 
$
217

 
$
260

 
$
2,184

 
$
1,266

Derivatives (Tables)
Commodity Swap 
The components of (gain) loss on derivatives in the condensed consolidated statements of operations relating to commodity swaps are provided below (in thousands):
 
 
Three Months Ended  
 June 30,
 
Six Months Ended 
 June 30,
 
2013
 
2012
 
2013
 
2012
Change in fair value of derivatives that are not designated as hedging
    instruments
$
388

 
$
(7,095
)
 
$
(244
)
 
$
(5,913
)
Realized (gains) losses on derivatives
(802
)
 
2,213

 
314

 
3,238

Ineffective portion of derivatives designated as hedging instruments
(31
)
 
(23
)
 
(43
)
 
(61
)
(Gains) losses on derivatives
$
(445
)
 
$
(4,905
)
 
$
27

 
$
(2,736
)
Fair Value of Derivative Assets and Liabilities relating to commodity swaps 
The fair value of derivative assets and liabilities relating to commodity swaps are as follows (in thousands):

 
June 30,
2013
 
December 31,
2012
Fair value of derivative assets — current, designated
$
1,070

 
$
724

Fair value of derivative assets — current, non-designated
2,218

 
2,510

Fair value of derivative assets — long term, designated
112

 
—

Fair value of derivative liabilities — current, designated
(3
)
 
(105
)
Fair value of derivative liabilities — current, non-designated
(670
)
 
(1,205
)
Net fair value of derivatives
$
2,727

 
$
1,924

Notional Amount and Fair Value of Derivative Instruments 
Set forth below are the summarized notional volumes and fair value of all instruments held for price risk management purposes and related physical offsets as of June 30, 2013 (all gas volumes are expressed in million British thermal units ("MMBtus"), liquids volumes are expressed in gallons and condensate volumes are expressed in barrels). The remaining terms of the contracts extend no later than December 2014.
 
 
June 30, 2013
Transaction Type
 
Volume
 
Fair Value
 
 
(In thousands)
Cash Flow Hedges:
 
 

 
 

Liquids swaps (short contracts)
 
(9,285
)

$
1,179

Total swaps designated as cash flow hedges
 
 

$
1,179


 



Mark to Market Derivatives:*
 
 

 
Swing swaps (long contracts)
 
930


$
135

Physical offsets to swing swap transactions (short contracts)
 
(930
)

(112
)
Swing swaps (short contracts)
 
(1,008
)

—

Physical offsets to swing swap transactions (long contracts)
 
1,008


—


 



Basis swaps (long contracts)
 
636


(35
)
Physical offsets to basis swap transactions (short contracts)
 
(636
)

2,042

Basis swaps (short contracts)
 
(636
)

4

Physical offsets to basis swap transactions (long contracts)
 
636


(2,255
)
 
 



Processing margin hedges — liquids (short contracts)
 
(4,634
)

1,182

Processing margin hedges — gas (long contracts)
 
494


(89
)
 
 



Liquids swaps - non-designated (short contracts)
 
(2,559
)

837

 
 



Storage swap transactions — gas (short contracts)
 
(100
)

14

Storage swap transactions — liquids inventory (short contracts)
 
(1,890
)

16

Storage swap transactions — condensate inventory (short contracts)
 
(31
)

(191
)
Total mark to market derivatives
 
 

$
1,548

__________________________________________________
*                 All are gas contracts except for liquids swaps (designated or non-designated), processing margin hedges - liquids, storage swap transactions - liquids inventory and storage swap transactions - condensate inventory.
Impact of Cash Flow Hedges 
The impact of realized gains or losses from derivatives designated as cash flow hedge contracts in the condensed consolidated statements of operations is summarized below (in thousands):
 
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
Increase (Decrease) in Midstream Revenue
 
2013
 
2012
 
2013
 
2012
Liquids realized gain included in Midstream revenue
 
$
380

 
$
407

 
$
660

 
$
395

Derivatives Other than Cash Flow Hedges 
The estimated fair value of energy trading contracts by maturity date was as follows (in thousands):
 
 
Maturity Periods
 
Less than one year
 
One to two years
 
More than two years
 
Total fair value
June 30, 2013
$
1,548

 
$
—

 
$
—

 
$
1,548

Fair Value Measurements (Tables)
Fair Value Derivative Instrument 
Net assets (liabilities) measured at fair value on a recurring basis are summarized below (in thousands):
 
 
June 30, 2013
Level 2
 
December 31, 2012
Level 2
Commodity Swaps*
$
2,727

 
$
1,924

Total
$
2,727

 
$
1,924

 
__________________________________________________
*                 Unrealized gains or losses on commodity derivatives qualifying for hedge accounting are recorded in AOCI at each measurement date.  The fair value of derivative contracts included in assets or liabilities for risk management activities represents the amount at which the instruments could be exchanged in a current arms-length transaction adjusted for credit risk of the Partnership and/or the counterparty as required under FASB ASC 820.
Fair Value Financial Instrument 
Considerable judgment is required to develop the estimates of fair value; thus, the estimates provided below are not necessarily indicative of the amount the Partnership could realize upon the sale or refinancing of such financial instruments (in thousands):
 
 
June 30, 2013
 
December 31, 2012
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
Long-term debt
$
966,254

 
$
1,025,875

 
$
1,036,305

 
$
1,118,875

Obligations under capital lease
$
23,644

 
$
25,384

 
$
25,257

 
$
27,667

Segement Information (Tables)
Partnership Reportable Segement 
Summarized financial information concerning the Partnership’s reportable segments is shown in the following table.
 
 
LIG
 
NTX
 
PNGL
 
ORV
 
Corporate
 
Totals
 
(In thousands)
Three Months Ended June 30, 2013
 

 
 

 
 

 
 

 
 

 
 

Sales to external customers
$
119,725


$
85,360


$
185,562


$
63,942


$
—


$
454,589

Sales to affiliates
16,119


17,108


92


—


(33,319
)

—

Purchased gas, NGLs and crude oil
(115,395
)

(59,677
)

(166,906
)

(50,434
)

33,319


(359,093
)
Operating expenses
(7,813
)

(12,474
)

(8,003
)

(8,489
)

—


(36,779
)
Segment profit
$
12,636


$
30,317


$
10,745


$
5,019


$
—


$
58,717

Gain (loss) on derivatives
$
582


$
(271
)

$
314


$
(180
)

$
—


$
445

Depreciation, amortization and impairments
$
(3,152
)

$
(19,850
)

$
(8,215
)

$
(2,748
)

$
(670
)

$
(34,635
)
Capital expenditures
$
7,935


$
2,229


$
131,499


$
4,738


$
988


$
147,389

Identifiable assets
$
280,976


$
1,024,118


$
842,767


$
314,459


$
178,606


$
2,640,926

Three Months Ended June 30, 2012
 

 

 

 

 

 
Sales to external customers
$
121,479


$
61,236


$
211,687


$
—


$
—


$
394,402

Sales to affiliates
60,415


17,227


40,243


—


(117,885
)

—

Purchased gas, NGLs and crude oil
(153,601
)

(31,457
)

(236,925
)

—


117,885


(304,098
)
Operating expenses
(8,759
)

(14,144
)

(7,668
)

—


—


(30,571
)
Segment profit
$
19,534


$
32,862


$
7,337


$
—


$
—


$
59,733

Gain (loss) on derivatives
$
4,541


$
(153
)

$
517


$
—


$
—


$
4,905

Depreciation, amortization and impairments
$
(3,182
)

$
(21,009
)

$
(8,069
)

$
—


$
(610
)

$
(32,870
)
Capital expenditures
$
1,886


$
20,295


$
30,255


$
—


$
1,076


$
53,512

Identifiable assets
$
279,140


$
1,086,299


$
498,888


$
—


$
379,908


$
2,244,235

Six Months Ended June 30, 2013










 
Sales to external customers
$
252,782


$
158,809


$
369,485


$
119,202


$
—


$
900,278

Sales to affiliates
45,906


33,470


16,519


—


(95,895
)

—

Purchased gas, NGLs and crude oil
(256,028
)

(105,795
)

(342,689
)

(91,498
)

95,895


(700,115
)
Operating expenses
(15,475
)

(26,646
)

(15,220
)

(16,774
)

—


(74,115
)
Segment profit
$
27,185


$
59,838


$
28,095


$
10,930


$
—


$
126,048

Gain (loss) on derivatives
$
955


$
(1,046
)

$
244


$
(180
)

$
—


$
(27
)
Depreciation, amortization and impairments
$
(6,271
)

$
(39,641
)

$
(16,190
)

$
(5,091
)

$
(1,168
)

$
(68,361
)
Capital expenditures
$
16,167


$
7,252


$
227,665


$
8,933


$
5,942


$
265,959

Identifiable assets
$
280,976


$
1,024,118


$
842,767


$
314,459


$
178,606


$
2,640,926

Six Months Ended June 30, 2012
 

 

 

 

 


Sales to external customers
$
268,177


$
125,917


$
426,267


$
—


$
—


$
820,361

Sales to affiliates
133,225


48,711


85,787


—


(267,723
)

—

Purchased gas, NGLs and crude oil
(342,822
)

(81,478
)

(473,727
)

—


267,723


(630,304
)
Operating expenses
(16,696
)

(27,295
)

(14,387
)

—


—


(58,378
)
Segment profit
$
41,884


$
65,855


$
23,940


$
—


$
—


$
131,679

Gain (loss) on derivatives
$
4,643


$
(2,416
)

$
509


$
—


$
—


$
2,736

Depreciation, amortization and impairments
$
(6,335
)

$
(41,442
)

$
(16,028
)

$
—


$
(1,243
)

$
(65,048
)
Capital expenditures
$
1,888


$
33,451


$
45,917


$
—


$
1,536


$
82,792

Identifiable assets
$
279,140


$
1,086,299


$
498,888


$
—


$
379,908


$
2,244,235

Segment Table reconciliation to Condensed Consolidated Financial Statement 
The following table reconciles the segment profits reported above to the operating income as reported in the condensed consolidated statements of operations (in thousands):
 

Three Months Ended  
 June 30,
 
Six Months Ended 
 June 30,
 
2013

2012
 
2013
 
2012
Segment profits
58,717

 
59,733

 
126,048

 
131,679

General and administrative expenses
(16,212
)

(12,965
)
 
(34,448
)
 
(27,928
)
Gain (loss) on derivatives
445


4,905

 
(27
)
 
2,736

Gain (loss) on sale of property
(84
)

406

 
(95
)
 
504

Depreciation, amortization and impairments
(34,635
)

(32,870
)
 
(68,361
)
 
(65,048
)
Operating income
$
8,231


$
19,209

 
$
23,117

 
$
41,943

Immaterial Correction of Prior Period Financial Statements (Tables)
Schedule of Error Corrections and Prior Period Adjustments
The following table reflects the revenues, purchased gas costs and total operating costs and expenses as previously reported and as adjusted for the three and six months ended June 30, 2012 (in thousands):

 
Three Months Ended June 30, 2012
 
Six Months Ended June 30, 2012
As previously reported:
 
 
 
Total revenues
$
351,194

 
$
722,903

Purchased gas, NGLs and crude oil
$
260,890

 
$
532,846

Total operating costs and expenses
$
331,985

 
$
680,960

Operating income
$
19,209

 
$
41,943

 


 


As adjusted:


 


Total revenues
$
394,402

 
$
820,361

Purchased gas, NGLs and crude oil
$
304,098

 
$
630,304

Total operating costs and expenses
$
375,193

 
$
778,418

Operating income
$
19,209

 
$
41,943

General (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
General [Abstract]
 
 
 
 
Limited Liability Company or Limited Partnership, Business, Formation State
 
 
Delaware 
 
Limited Liability Company or Limited Partnership, Business, Formation Date
 
 
Jul. 12, 2002 
 
Limited Liability Company or Limited Partnership, Business Activities and Description
 
 
We also provide crude oil, condensate and brine services to producers. We connect the wells of natural gas producers in our market areas to our gathering systems, process natural gas for the removal of NGLs, fractionate NGLs into purity products and market those products for a fee, transport natural gas and ultimately provide natural gas to a variety of markets. We purchase natural gas from natural gas producers and other supply sources and sell that natural gas to utilities, industrial consumers, other marketers and pipelines. We operate processing plants that process gas transported to the plants by major interstate pipelines or from our own gathering systems under a variety of fee arrangements. In addition, we purchase natural gas from producers not connected to our gathering systems for resale and sell natural gas on behalf of producers for a fee.  We provide a variety of crude services throughout the Ohio River Valley ("ORV") which include crude oil gathering via pipelines and trucks and oilfield brine disposal. We also have crude oil terminal facilities in south Louisiana that provide access for crude oil producers to the premium markets in this area. 
 
Limited Liability Company or Limited Partnership, Managing Member or General Partner, Name
 
 
Crosstex Energy GP, LLC 
 
Other Comprehensive Income (Loss), Reclassification Adjustment on Derivatives Included in Net Income, before Tax
$ (232)
$ 71 
$ (491)
$ 425 
Acquisition (Details Textuals) (Clearfield Energy [Member], USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2013
Jul. 2, 2012
Clearfield Energy [Member]
 
 
Business Acquisition [Line Items]
 
 
Business Acquisition, Date of Acquisition Agreement
Jul. 02, 2012 
 
Business Acquisition, Name of Acquired Entity
Clearfield Energy, Inc 
 
Business Acquisition, Cost of Acquired Entity, Cash Paid
 
$ 215,397 
Acquisition (Clearfield PPA) (Details) (Clearfield Energy [Member], USD $)
In Thousands, unless otherwise specified
Jul. 2, 2012
Clearfield Energy [Member]
 
Business Acquisition [Line Items]
 
Purchase Price to Clearfield Energy, Inc.
$ 215,397 
Assets acquired [Abstract]
 
Current assets
17,622 
Assets held for disposition
19,358 
Property, plant and equipment
91,422 
Goodwill
153,802 
Intangibles
37,600 
Liabilities assumed:
 
Current liabilities
(28,274)
Liabilities held for disposition
(1,400)
Deferred taxes
(65,228)
Long term liabilities
(9,505)
Total purchase price
$ 215,397 
Acquisition (Proforma) (Details) (Clearfield Energy [Member], USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2012
Jun. 30, 2012
Clearfield Energy [Member]
 
 
Business Acquisition [Line Items]
 
 
Pro forma total revenues
$ 433,653 
$ 926,272 
Pro forma net loss
(3,885)
(1,852)
Pro forma net loss attributable to Crosstex Energy, L.P.
$ (3,814)
$ (1,743)
Pro forma net loss per common unit: Basic and Diluted
$ (0.14)
$ (0.18)
Long-Term Debt (Indebtedness Table) (Details) (USD $)
6 Months Ended 12 Months Ended
Jun. 30, 2013
Dec. 31, 2012
Debt Instrument [Line Items]
 
 
Debt classified as long-term
$ 966,254,000 
$ 1,036,305,000 
Line of Credit [Member] |
Twenty Sixteen [Member]
 
 
Debt Instrument [Line Items]
 
 
Long-term Debt
0 
71,000,000 
Variable Interest Rate
5.00% 
4.30% 
Unsecured Debt [Member] |
Twenty Eighteen [Member] |
Eight Point Eight Seven Five Percent [Member]
 
 
Debt Instrument [Line Items]
 
 
Long-term Debt
716,254,000 
715,305,000 
Fixed Interest Rate
8.875% 
8.875% 
Unamortized Discount on Debt
8,700,000 
9,700,000 
Unsecured Debt [Member] |
Twenty Twentytwo [Member] |
Seven Point One Two Five Percent [Member]
 
 
Debt Instrument [Line Items]
 
 
Long-term Debt
250,000,000 
250,000,000 
Fixed Interest Rate
7.125% 
7.125% 
Total Debt [Member]
 
 
Debt Instrument [Line Items]
 
 
Debt classified as long-term
$ 966,254,000 
$ 1,036,305,000 
Long-Term Debt (Details Textuals) (USD $)
6 Months Ended
Jun. 30, 2013
Dec. 31, 2012
Jun. 30, 2013
Revolving Credit Facility [Member]
Jun. 30, 2013
Non-Guarantor Subsidiaries [Member]
Jun. 30, 2013
Prior To December 31, 2013 [Member]
Maximum [Member]
Jun. 30, 2013
September 30, 2013 And December 31, 2013 [Member]
Minimum [Member]
Jun. 30, 2013
December 31, 2013 And Thereafter [Member]
Maximum [Member]
Jun. 30, 2013
December 31, 2013 And Thereafter [Member]
Minimum [Member]
Line of Credit Facility [Line Items]
 
 
 
 
 
 
 
 
Interest Coverage Charge Ratios
 
 
 
 
 
2,250.00 
 
2,500.00 
Outstanding letter of credit
 
 
$ 63,200,000 
 
 
 
 
 
Borrowed under existing credit facility
0 
71,000,000 
0 
 
 
 
 
 
Avaliable borrowing capacity
 
 
571,800,000 
 
 
 
 
 
Borrowing capacity
 
 
635,000,000.0 
 
 
 
 
 
Available Additional Borrowings
 
 
363,500,000 
 
 
 
 
 
Interest Coverge Ratio
 
 
 
 
 
2.25 to 1.0 
 
2.50 to 1.0 
Leverage ratios
 
 
 
 
5.50 to 1.0 
 
5.25 to 1.0 
 
Non Guarantor Obligation Maximum Exposure
 
 
 
$ 500,000,000.0 
 
 
 
 
Leverage Ratio, Consolidated
 
 
 
 
5,500.00 
 
5,250.00 
 
Long-Term Debt (Guarantor Non Guarantor BS) (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2013
Dec. 31, 2012
Assets
 
 
Total current assets
$ 269,460 
$ 257,220 
Property, plant and equipment, net
1,691,446 
1,471,248 
Total other assets
680,020 
694,121 
Total assets
2,640,926 
2,422,589 
Liabilities And Partners Capital
 
 
Total current liabilities
272,895 
275,543 
Long-term debt
966,254 
1,036,305 
Other long-term liabilities
94,571 
101,660 
Partners' capital
1,307,206 
1,009,081 
Total liabilities & partners' capital
2,640,926 
2,422,589 
Guarantor Subsidiaries [Member]
 
 
Assets
 
 
Total current assets
257,718 
246,165 
Property, plant and equipment, net
1,489,733 
1,276,097 
Total other assets
680,020 
694,121 
Total assets
2,427,471 
2,216,383 
Liabilities And Partners Capital
 
 
Total current liabilities
268,786 
273,151 
Long-term debt
966,254 
1,036,305 
Other long-term liabilities
94,571 
101,660 
Partners' capital
1,097,860 
805,267 
Total liabilities & partners' capital
2,427,471 
2,216,383 
Non-Guarantor Subsidiaries [Member]
 
 
Assets
 
 
Total current assets
11,742 
11,055 
Property, plant and equipment, net
201,713 
195,151 
Total other assets
0 
0 
Total assets
213,455 
206,206 
Liabilities And Partners Capital
 
 
Total current liabilities
4,109 
2,392 
Long-term debt
0 
0 
Other long-term liabilities
0 
0 
Partners' capital
209,346 
203,814 
Total liabilities & partners' capital
213,455 
206,206 
Consolidation, Eliminations [Member]
 
 
Assets
 
 
Total current assets
0 
0 
Property, plant and equipment, net
0 
0 
Total other assets
0 
0 
Total assets
0 
0 
Liabilities And Partners Capital
 
 
Total current liabilities
0 
0 
Long-term debt
0 
0 
Other long-term liabilities
0 
0 
Partners' capital
0 
0 
Total liabilities & partners' capital
$ 0 
$ 0 
Long-Term Debt (Guarantor Non Guarantor IS) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Condensed Financial Statements, Captions [Line Items]
 
 
 
 
Revenue
$ 454,589 
$ 394,402 
$ 900,278 
$ 820,361 
Total operating costs and expenses
(446,358)
(375,193)
(877,161)
(778,418)
Operating income (expense)
8,231 
19,209 
23,117 
41,943 
Interest Expense, net
(18,173)
(21,320)
(38,444)
(40,703)
Other income
146 
11 
288 
25 
Income (loss) before non-controlling interest and income taxes
(9,796)
(2,100)
(15,039)
1,265 
Income tax provision
(833)
(411)
(1,542)
(835)
Net income (loss) attributable to the non-controlling interest
0 
71 
0 
109 
Net income (loss) attributable to Crosstex Energy, L.P.
(10,629)
(2,440)
(16,581)
539 
Guarantor Subsidiaries [Member]
 
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
 
Revenue
441,891 
380,036 
874,966 
791,439 
Total operating costs and expenses
(444,078)
(373,280)
(873,835)
(775,117)
Operating income (expense)
(2,187)
6,756 
1,131 
16,322 
Interest Expense, net
(18,170)
(21,320)
(38,444)
(40,646)
Other income
146 
11 
288 
25 
Income (loss) before non-controlling interest and income taxes
(20,211)
(14,553)
(37,025)
(24,299)
Income tax provision
(833)
(408)
(1,542)
(828)
Net income (loss) attributable to the non-controlling interest
 
0 
 
0 
Net income (loss) attributable to Crosstex Energy, L.P.
(21,044)
(14,961)
(38,567)
(25,127)
Non-Guarantor Subsidiaries [Member]
 
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
 
Revenue
19,227 
22,200 
38,506 
44,477 
Total operating costs and expenses
(8,809)
(9,747)
(16,520)
(18,856)
Operating income (expense)
10,418 
12,453 
21,986 
25,621 
Interest Expense, net
(3)
0 
0 
(57)
Other income
0 
0 
 
0 
Income (loss) before non-controlling interest and income taxes
10,415 
12,453 
21,986 
25,564 
Income tax provision
0 
(3)
0 
(7)
Net income (loss) attributable to the non-controlling interest
 
71 
 
109 
Net income (loss) attributable to Crosstex Energy, L.P.
10,415 
12,521 
21,986 
25,666 
Consolidation, Eliminations [Member]
 
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
 
Revenue
(6,529)
(7,834)
(13,194)
(15,555)
Total operating costs and expenses
6,529 
7,834 
13,194 
15,555 
Operating income (expense)
0 
0 
0 
0 
Interest Expense, net
0 
0 
0 
0 
Other income
0 
0 
0 
0 
Income (loss) before non-controlling interest and income taxes
0 
0 
0 
0 
Income tax provision
0 
0 
0 
0 
Net income (loss) attributable to the non-controlling interest
 
0 
 
0 
Net income (loss) attributable to Crosstex Energy, L.P.
$ 0 
$ 0 
$ 0 
$ 0 
Long-Term Debt (Details) (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Statement of Cash Flows [Abstract]
 
 
Net cash provided by operating activities
$ 61,964 
$ 52,291 
Net cash provided by investing activities
(252,901)
(141,664)
Net cash provided by (used in) financing activities
232,751 
70,189 
Guarantor Subsidiaries [Member]
 
 
Statement of Cash Flows [Abstract]
 
 
Net cash provided by operating activities
33,165 
20,468 
Net cash provided by investing activities
(240,557)
(141,037)
Net cash provided by (used in) financing activities
232,751 
70,189 
Non-Guarantor Subsidiaries [Member]
 
 
Statement of Cash Flows [Abstract]
 
 
Net cash provided by operating activities
28,799 
31,823 
Net cash provided by investing activities
(12,344)
(627)
Net cash provided by (used in) financing activities
(16,455)
(30,626)
Consolidation, Eliminations [Member]
 
 
Statement of Cash Flows [Abstract]
 
 
Net cash provided by operating activities
0 
0 
Net cash provided by investing activities
0 
0 
Net cash provided by (used in) financing activities
$ 16,455 
$ 30,626 
Other Long-term Liabilities (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2013
Leases [Abstract]
 
Compressor equipment
$ 37,199 
Less: Accumulated amortization
(15,538)
Net assets under capital leases
$ 21,661 
Other Long-term Liabilities (Minimum Lease Payments) (Details) (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2013
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
 
2013
$ 2,291 
2014
4,582 
2015
4,582 
2016
4,582 
2017
6,910 
Thereafter
5,189 
Less: Interest
(4,492)
Net minimum lease payments under capital lease
23,644 
Less: Current portion of net minimum lease payments
(4,449)
Long-term portion of net minimum lease payments
$ 19,195 
Certain Provisions of the Partnership Agreement (Details Textuals) (USD $)
3 Months Ended 6 Months Ended 0 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Jun. 30, 2012
Mar. 31, 2012
Jun. 30, 2013
Jun. 30, 2012
Jun. 14, 2013
June Issuance [Member]
Jun. 14, 2013
Public Placement [Member]
Jan. 14, 2013
Public Placement [Member]
Jun. 14, 2013
Greenshoe Units Sold [Member]
Jan. 14, 2013
June Issuance [Member]
Jan. 14, 2013
Private Placement [Member]
Jun. 30, 2013
Equity Distribution [Member]
Jun. 30, 2013
Preferred Stock [Member]
Mar. 31, 2013
Preferred Stock [Member]
Jun. 30, 2013
General Partner [Member]
Thirteen Percent [Member]
Jun. 30, 2013
General Partner [Member]
Twentythree Percent [Member]
Jun. 30, 2013
General Partner [Member]
Fortyeight Percent [Member]
Subsidiary Sale Of Stock [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Stock Issuance Date
 
 
 
 
 
 
 
Jun. 14, 2013 
 
 
 
Jan. 14, 2013 
 
 
 
 
 
 
 
Partners Capital Account Units Sold In Public Offering
 
 
 
 
 
 
 
 
8,280,000 
8,625,000 
1,080,000 
 
 
 
 
 
 
 
 
Limited Partners Unit Price Per Unit
 
 
 
 
 
 
 
 
$ 20.33 
$ 15.15 
 
 
$ 14.55 
 
 
 
 
 
 
Partners Capital Account Units Sold In Private Placement
 
 
 
 
 
 
 
 
 
 
 
 
2,700,000 
 
 
 
 
 
 
Proceeds from Issuance of Private Placement
 
 
 
 
 
 
 
 
 
 
 
 
$ 39,200,000 
 
 
 
 
 
 
Aggregate Amount Of Equity Securities Allowed Under Equity Distribution Agreement
 
 
 
 
 
 
 
 
 
 
 
 
 
75,000,000.0 
 
 
 
 
 
Partners' Capital Account, Units, Sale of Units
 
 
 
 
 
 
 
 
 
 
 
 
 
1,947,576 
 
 
 
 
 
Proceeds from Issuance of Common Limited Partners Units
 
 
 
 
 
362,778,000 
158,014,000 
 
 
 
 
 
 
36,400,000 
 
 
 
 
 
Sales Agent Commissions
 
 
 
 
 
 
 
 
 
 
 
 
 
600,000 
 
 
 
 
 
Percentage of avaliable cash to distribute
100.00% 
 
 
 
 
100.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of days from end of quarter for distribution
 
 
 
 
 
45 days 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distribution Made to Member or Limited Partner, Distributions Paid, Per Unit
 
 
$ 0.33 
 
$ 0.33 
$ 0.33 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred Stock Paid In Kind
 
 
 
 
 
 
 
 
 
 
 
 
 
 
384,731 
375,382 
 
 
 
Distribution Made to Member or Limited Partner, Distributions Declared, Per Unit
$ 0.33 
 
 
$ 0.33 
 
$ 0.33 
$ 0.33 
 
 
 
 
 
 
 
 
 
 
 
 
Distribution Made to Member or Limited Partner, Distribution Date
Aug. 12, 2013 
May 13, 2013 
Feb. 14, 2013 
Aug. 14, 2012 
 
Aug. 12, 2013 
May 15, 2012 
 
 
 
 
 
 
 
 
 
 
 
 
Distribution per unit excess distribution level
 
 
 
 
 
$ 0.2125 
 
 
 
 
 
 
 
 
 
 
 
 
 
Incentive Distribution Percentage Levels
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
13.00% 
23.00% 
48.00% 
Proceeds from Issuance of Common Stock
 
 
 
 
 
 
 
 
$ 162,000,000 
$ 125,400,000 
 
 
 
 
 
 
 
 
 
Incentive Distibution Excess Per Unit Amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.25 
$ 0.3125 
$ 0.375 
Certain Provisions of the Partnership Agreement (EPU Computation Schedule) (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Capital Unit [Line Items]
 
 
 
 
Limited partners' interest in net loss
$ (18,448)
$ (7,253)
$ (30,235)
$ (9,056)
Basic and diluted per common unit
$ (0.23)
$ (0.13)
$ (0.38)
$ (0.17)
Common Unit [Member]
 
 
 
 
Capital Unit [Line Items]
 
 
 
 
Limited partners' interest in net loss
(18,172)
(7,127)
(29,782)
(8,896)
Distributed Earnings
26,955 1 2
18,021 1 2
52,315 1 2
34,804 1 2
Undistributed Earnings, Basic
(45,127)
(25,148)
(82,096)
(43,699)
Restricted Stock Units (RSUs) [Member]
 
 
 
 
Capital Unit [Line Items]
 
 
 
 
Limited partners' interest in net loss
(276)
(126)
(453)
(160)
Distributed Earnings
410 1 2
359 1 2
797 1 2
698 1 2
Undistributed Earnings, Basic
(686)
(485)
(1,250)
(859)
Total [Member]
 
 
 
 
Capital Unit [Line Items]
 
 
 
 
Limited partners' interest in net loss
(18,448)
(7,253)
(30,235)
(9,056)
Distributed Earnings
27,365 
18,380 
53,112 
35,502 
Undistributed Earnings, Basic
$ (45,813)
$ (25,633)
$ (83,346)
$ (44,558)
Certain Provisions of the Partnership Agreement (Weighted Average Schedule) (Details)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Partners' Capital Notes [Abstract]
 
 
 
 
Weighted average limited partner common units outstanding
81,670 
55,998 
79,265 
53,427 
Certain Provisions of the Partnership Agreement (Allocated Net Income (loss) to the General Partner) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Partners' Captial Notes [Abstract]
 
 
 
 
Income allocation for incentive distributions
$ 1,470 
$ 1,130 
$ 2,874 
$ 2,108 
Stock-based compensation attributable to CEI’s restricted shares
(1,507)
(1,144)
(3,977)
(2,276)
General Partner interest in net income (loss)
(275)
(26)
(453)
57 
General Partner share of net loss
$ (312)
$ (40)
$ (1,556)
$ (111)
Employee Incentive Plan (Expense Schedule) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
General and Administrative [Member]
 
 
 
 
Share Based Compensation Expense [Line Items]
 
 
 
 
Allocated Share-based Compensation Expense
$ 2,583 
$ 2,179 
$ 7,075 
$ 4,353 
Operating Expense [Member]
 
 
 
 
Share Based Compensation Expense [Line Items]
 
 
 
 
Allocated Share-based Compensation Expense
421 
316 
980 
640 
Total amount charged to income [Member]
 
 
 
 
Share Based Compensation Expense [Line Items]
 
 
 
 
Allocated Share-based Compensation Expense
$ 3,004 
$ 2,495 
$ 8,055 
$ 4,993 
Employee Incentive Plan (Compensation Schedule) (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
1 Months Ended 6 Months Ended
Mar. 31, 2013
Jun. 30, 2013
Restricted Stock [Member]
 
 
Weighted Average Grant-Date Fair Value
 
 
Units vested in period withheld for payroll taxes
 
79,723 
CELP Restricted Units [Member] |
Restricted Stock Units (RSUs) [Member]
 
 
Number of Units
 
 
Non-vested, beginning of period (Units)
 
1,003,159 
Granted (Units)
 
580,785 
Vested (Units)
(57,897)
(277,404)1
Forfeited (Units)
 
(36,758)
Non-vested, end of period (Units)
 
1,269,782 
Weighted Average Grant-Date Fair Value
 
 
Non-vested, beginning of period
 
$ 13.31 
Granted
 
$ 15.83 
Vested
 
$ 9.00 1
Forfeited
 
$ 12.43 
Non-vested, end of period
 
$ 15.43 
Aggregate intrinsic value, end of period (in thousands)
 
$ 26,183 
Units vested in period withheld for payroll taxes
 
81,321 
CEI Restricted Shares [Member] |
Restricted Stock [Member]
 
 
Number of Units
 
 
Non-vested, beginning of period (Units)
 
1,329,162 
Granted (Units)
 
587,571 
Vested (Units)
(60,018)
(281,145)
Forfeited (Units)
 
(43,692)
Non-vested, end of period (Units)
 
1,591,896 
Weighted Average Grant-Date Fair Value
 
 
Non-vested, beginning of period
 
$ 9.75 
Granted
 
$ 14.69 
Vested
 
$ 7.77 
Forfeited
 
$ 11.43 
Non-vested, end of period
 
$ 11.87 
Aggregate intrinsic value, end of period (in thousands)
 
$ 31,456 
Employee Incentive Plan (Textuals) (Details) (USD $)
6 Months Ended 0 Months Ended 6 Months Ended 1 Months Ended 3 Months Ended 6 Months Ended 0 Months Ended 1 Months Ended 3 Months Ended 6 Months Ended
Jun. 30, 2013
CEI Restricted Shares [Member]
May 9, 2013
Common Units [Member]
CELP Restricted Units [Member]
Jun. 30, 2013
Common Units [Member]
CELP Restricted Units [Member]
Jun. 30, 2013
Restricted Stock Units (RSUs) [Member]
Mar. 31, 2013
Restricted Stock Units (RSUs) [Member]
CELP Restricted Units [Member]
Jun. 30, 2013
Restricted Stock Units (RSUs) [Member]
CELP Restricted Units [Member]
Jun. 30, 2012
Restricted Stock Units (RSUs) [Member]
CELP Restricted Units [Member]
Jun. 30, 2013
Restricted Stock Units (RSUs) [Member]
CELP Restricted Units [Member]
Jun. 30, 2012
Restricted Stock Units (RSUs) [Member]
CELP Restricted Units [Member]
May 9, 2013
Common Stock [Member]
CEI Restricted Shares [Member]
Jun. 30, 2013
Common Stock [Member]
CEI Restricted Shares [Member]
Mar. 31, 2013
Restricted Stock [Member]
CEI Restricted Shares [Member]
Jun. 30, 2013
Restricted Stock [Member]
CEI Restricted Shares [Member]
Jun. 30, 2012
Restricted Stock [Member]
CEI Restricted Shares [Member]
Jun. 30, 2013
Restricted Stock [Member]
CEI Restricted Shares [Member]
Jun. 30, 2012
Restricted Stock [Member]
CEI Restricted Shares [Member]
Jun. 30, 2013
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized
 
3,470,000 
 
 
 
 
 
 
 
1,785,000 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized
 
 
9,070,000 
 
 
 
 
 
 
 
4,385,000 
 
 
 
 
 
 
Unrecognized compensation cost related to non-vested restricted incentive units
 
 
 
$ 9,800,000 
 
 
 
 
 
 
 
 
$ 9,800,000 
 
$ 9,800,000 
 
 
Partnership issued restricted incentive units
 
 
 
 
57,897 
 
 
277,404 1
 
 
 
60,018 
 
 
281,145 
 
 
Vesting Period
3 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value of units vested
 
 
 
 
$ 1,000,000 
$ 222,000 
$ 281,000 
$ 2,496,000 
$ 1,608,000 
 
 
$ 1,000,000 
$ 217,000 
$ 260,000 
$ 2,184,000 
$ 1,266,000 
 
Unrecognized compensation costs, weighted average period for recognition
 
 
 
1 year 6 months 
 
 
 
 
 
 
 
 
 
 
1 year 5 months 
 
 
Options vested and exercisable at end of period
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
37,500 
Employee Incentive Plan (Instrinsic Value of Options Units Vested) (Details) (USD $)
In Thousands, unless otherwise specified
1 Months Ended 3 Months Ended 6 Months Ended
Mar. 31, 2013
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
CELP Restricted Units [Member] |
Restricted Stock Units (RSUs) [Member]
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
Aggregate intrinsic value of units vested
 
$ 279 
$ 280 
$ 4,293 
$ 3,806 
Fair value of shares vested
1,000 
222 
281 
2,496 
1,608 
CEI Restricted Shares [Member] |
Restricted Stock [Member]
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
Aggregate intrinsic value of units vested
 
298 
391 
4,303 
3,127 
Fair value of shares vested
$ 1,000 
$ 217 
$ 260 
$ 2,184 
$ 1,266 
Employee Incentive Plan (Summary of Partnership Unit Option) (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
6 Months Ended
Jun. 30, 2013
Stock Options [Member]
 
Share Based Compenstation Arrangement By Share Based Payment Award Unit Option [Abstract]
 
Options vested and exercisable at end of period
37,500 
Unit Option [Member]
 
Share Based Compenstation Arrangement By Share Based Payment Award Unit Option [Abstract]
 
Outstanding, beginning of period
349,018 
Excercised
(109,438)
Foreited
(2,681)
Outstanding, end of period
236,899 
Options vested and exercisable at end of period
236,899 
Unit Options Weighted Average Share Price [Abstract]
 
Outstanding, beginning of period
$ 7.25 
Excercised
$ 5.68 
Forfeited
$ 26.75 
Outstanding, End of period
$ 7.76 
Weighted Average Contractual Term End Of Period [Abstract]
 
Options outstanding
5 years 10 months 
Options excercisable
5 years 10 months 
Aggregate Instrinsic Value End Of Period [Abstract]
 
Options outstanding
$ 3,312 
Options exerciseable
$ 3,312 
Employee Incentive Plan (Intrinsic Value Exercised and Fair Value Exercised) (Details) (Unit Option [Member], USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Unit Option [Member]
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
Intrinsic value of unit options exercised
$ 546 
$ 67 
$ 1,361 
$ 478 
Fair value of unit options vested
$ 0 
$ 0 
$ 254 
$ 277 
Derivatives (Summary of Derivative Income Expense) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
 
(Gain) loss on derivatives
$ (445)
$ (4,905)
$ 27 
$ (2,736)
Commodity Swap [Member]
 
 
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
 
Change in fair value of derivatives that are not designated as hedging instruments
388 
(7,095)
(244)
(5,913)
Realized (gains) losses on derivatives
(802)
2,213 
314 
3,238 
Ineffective portion of derivatives designated as hedging instruments
$ (31)
$ (23)
$ (43)
$ (61)
Derivatives (Schedule of Derivative Assets Liabilities) (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2013
Dec. 31, 2012
Derivatives, Fair Value [Line Items]
 
 
Net fair value of derivatives
$ 2,727 
$ 1,924 
Designated as Hedging Instrument [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Fair value of derivative assets, current
1,070 
724 
Fair value of derivative assets, noncurrent
112 
0 
Fair value of derivative liabilities, current
(3)
(105)
Non Designated as Hedging Instrument [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Fair value of derivative assets, current
2,218 
2,510 
Fair value of derivative liabilities, current
(670)
(1,205)
Net fair value of derivatives
$ 1,548 
 
Derivatives (Derivatives Outstanding) (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2013
Dec. 31, 2012
Derivative [Line Items]
 
 
Total mark to market derivatives
$ 2,727 
$ 1,924 
Cash Flow Liquid Swap [Member] |
Short Contracts [Member] |
Liquids [Member]
 
 
Derivative [Line Items]
 
 
Derivative Nonmonetary Notional Amount
(9,285,000)
 
Cash Flow Hedges Derivative Instruments at Fair Value, Net
1,179 
 
Physical offset to swing swap [Member] |
Short Contracts [Member]
 
 
Derivative [Line Items]
 
 
Derivative Nonmonetary Notional Amount
(930,000)
 
Total mark to market derivatives
(112)
 
Physical offset to swing swap [Member] |
Long Contracts [Member]
 
 
Derivative [Line Items]
 
 
Derivative Nonmonetary Notional Amount
1,008,000 
 
Total mark to market derivatives
0 
 
Swing swap [Member] |
Short Contracts [Member]
 
 
Derivative [Line Items]
 
 
Derivative Nonmonetary Notional Amount
(1,008,000)
 
Total mark to market derivatives
0 
 
Swing swap [Member] |
Long Contracts [Member]
 
 
Derivative [Line Items]
 
 
Derivative Nonmonetary Notional Amount
930,000 
 
Total mark to market derivatives
135 
 
Basis Swap [Member] |
Short Contracts [Member]
 
 
Derivative [Line Items]
 
 
Derivative Nonmonetary Notional Amount
(636,000)
 
Total mark to market derivatives
4 
 
Basis Swap [Member] |
Short Contracts [Member] |
Liquids [Member]
 
 
Derivative [Line Items]
 
 
Derivative Nonmonetary Notional Amount
(2,559,000)
 
Total mark to market derivatives
837 
 
Basis Swap [Member] |
Long Contracts [Member]
 
 
Derivative [Line Items]
 
 
Derivative Nonmonetary Notional Amount
636,000 
 
Total mark to market derivatives
(35)
 
Physical Offset To Basis Swap [Member] |
Short Contracts [Member]
 
 
Derivative [Line Items]
 
 
Derivative Nonmonetary Notional Amount
(636,000)
 
Total mark to market derivatives
2,042 
 
Physical Offset To Basis Swap [Member] |
Long Contracts [Member]
 
 
Derivative [Line Items]
 
 
Derivative Nonmonetary Notional Amount
636,000 
 
Total mark to market derivatives
(2,255)
 
Processing Margin Hedges [Member] |
Short Contracts [Member] |
Liquids [Member]
 
 
Derivative [Line Items]
 
 
Derivative Nonmonetary Notional Amount
(4,634,000)
 
Total mark to market derivatives
1,182 
 
Processing Margin Hedges [Member] |
Long Contracts [Member] |
Gas [Member]
 
 
Derivative [Line Items]
 
 
Derivative Nonmonetary Notional Amount
494,000 
 
Total mark to market derivatives
(89)
 
Storage Swap [Member] |
Short Contracts [Member] |
Liquids [Member]
 
 
Derivative [Line Items]
 
 
Derivative Nonmonetary Notional Amount
(1,890,000)
 
Total mark to market derivatives
16 
 
Storage Swap [Member] |
Short Contracts [Member] |
Gas [Member]
 
 
Derivative [Line Items]
 
 
Derivative Nonmonetary Notional Amount
(100,000)
 
Total mark to market derivatives
14 
 
Storage Swap [Member] |
Short Contracts [Member] |
Condensate [Member]
 
 
Derivative [Line Items]
 
 
Derivative Nonmonetary Notional Amount
(31,000)
 
Total mark to market derivatives
(191)
 
Commodity [Member]
 
 
Derivative [Line Items]
 
 
Total mark to market derivatives
$ 1,548 
 
Derivatives (Details Textuals) (USD $)
In Millions, unless otherwise specified
6 Months Ended
Jun. 30, 2013
Derivative [Line Items]
 
Maximum counterparty loss
$ 3.4 
Maximum counterparty loss with netting feature
3.1 
Cash Flow Liquid Swap [Member]
 
Derivative [Line Items]
 
Unrealized derivative fair value net gain
1.1 
Unrealized derivative fair value net gain, to be recognized during the next 12 months
$ 1.0 
Derivatives (Impact of Cash Flow Hedges Table) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Derivative Instruments and Hedging Activities Disclosure [Abstract]
 
 
 
 
Liquids realized gain included in Midstream revenue
$ 380 
$ 407 
$ 660 
$ 395 
Derivatives (Derivatives Other Than Cash Flow Hedges Table) (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2013
Dec. 31, 2012
Derivative [Line Items]
 
 
Net fair value of derivatives
$ 2,727 
$ 1,924 
Non Designated as Hedging Instrument [Member]
 
 
Derivative [Line Items]
 
 
Less than one year
1,548 
 
One to two years
0 
 
More than two years
0 
 
Net fair value of derivatives
$ 1,548 
 
Fair Value Measurement (Fair Measurement on a Recurring Nonrecurring Basis) (Details) (Fair Value, Inputs, Level 2 [Member], Commodity Swap [Member], Fair Value, Measurements, Recurring [Member], USD $)
In Thousands, unless otherwise specified
Jun. 30, 2013
Dec. 31, 2012
Fair Value, Inputs, Level 2 [Member] |
Commodity Swap [Member] |
Fair Value, Measurements, Recurring [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Net Fair value of derivatives
$ 2,727 1
$ 1,924 1
Fair Value Measurement (Fair Value of Financial Instrument) (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2013
Dec. 31, 2012
Carrying (Reported) Amount, Fair Value Disclosure [Member]
 
 
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
 
 
Long-term Debt
$ 966,254 
$ 1,036,305 
Obligations under capital lease
23,644 
25,257 
Estimate of Fair Value, Fair Value Disclosure [Member]
 
 
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
 
 
Long-term Debt, Fair Value
1,025,875 
1,118,875 
Obligations under capital lease
$ 25,384 
$ 27,667 
Fair Value Measurement (Details Textuals) (USD $)
Jun. 30, 2013
Dec. 31, 2012
Debt Instrument [Line Items]
 
 
Borrowed under existing credit facility
$ 0 
$ 71,000,000 
Unsecured Debt [Member] |
Twenty Eighteen [Member] |
Eight Point Eight Seven Five Percent [Member]
 
 
Debt Instrument [Line Items]
 
 
Senior Notes
716,300,000 
715,300,000 
Senior notes fixed interest rate
8.875% 
 
Unsecured Debt [Member] |
Twenty Twentytwo [Member] |
Seven Point One Two Five Percent [Member]
 
 
Debt Instrument [Line Items]
 
 
Senior Notes
250,000,000 
 
Senior notes fixed interest rate
7.125% 
 
Revolving Credit Facility [Member]
 
 
Debt Instrument [Line Items]
 
 
Borrowed under existing credit facility
$ 0 
 
Commitments and Contingencies (Details Textuals) (Nuisance Lawsuit [Member], USD $)
In Millions, unless otherwise specified
6 Months Ended
Jun. 30, 2013
Nuisance Lawsuit [Member]
 
Loss Contingencies [Line Items]
 
Loss Contingency, Lawsuit Filing Date
January 2012 
Loss Contingency, Loss in Period
$ 2.0 
Segment Information (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Dec. 31, 2012
Segment Reporting Information [Line Items]
 
 
 
 
 
Sales to external customers
$ 454,589 
$ 394,402 
$ 900,278 
$ 820,361 
 
Purchased gas, NGLs and crude oil
(359,093)
(304,098)
(700,115)
(630,304)
 
Operating expenses
(36,779)
(30,571)
(74,115)
(58,378)
 
Segment profit
58,717 
59,733 
126,048 
131,679 
 
Gain (loss) on derivatives
445 
4,905 
(27)
2,736 
 
Depreciation and amortization
(34,635)
(32,870)
(68,361)
(65,048)
 
Identifiable assets
2,640,926 
 
2,640,926 
 
2,422,589 
LIG Operating Segments [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Sales to external customers
119,725 
121,479 
252,782 
268,177 
 
Sales to affiliates
16,119 
60,415 
45,906 
133,225 
 
Purchased gas, NGLs and crude oil
(115,395)
(153,601)
(256,028)
(342,822)
 
Operating expenses
(7,813)
(8,759)
(15,475)
(16,696)
 
Segment profit
12,636 
19,534 
27,185 
41,884 
 
Gain (loss) on derivatives
582 
4,541 
955 
4,643 
 
Depreciation and amortization
(3,152)
(3,182)
(6,271)
(6,335)
 
Capital expenditures
7,935 
1,886 
16,167 
1,888 
 
Identifiable assets
280,976 
279,140 
280,976 
279,140 
 
NTX Operating Segments [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Sales to external customers
85,360 
61,236 
158,809 
125,917 
 
Sales to affiliates
17,108 
17,227 
33,470 
48,711 
 
Purchased gas, NGLs and crude oil
(59,677)
(31,457)
(105,795)
(81,478)
 
Operating expenses
(12,474)
(14,144)
(26,646)
(27,295)
 
Segment profit
30,317 
32,862 
59,838 
65,855 
 
Gain (loss) on derivatives
(271)
(153)
(1,046)
(2,416)
 
Depreciation and amortization
(19,850)
(21,009)
(39,641)
(41,442)
 
Capital expenditures
2,229 
20,295 
7,252 
33,451 
 
Identifiable assets
1,024,118 
1,086,299 
1,024,118 
1,086,299 
 
PNGL Operating Segments [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Sales to external customers
185,562 
211,687 
369,485 
426,267 
 
Sales to affiliates
92 
40,243 
16,519 
85,787 
 
Purchased gas, NGLs and crude oil
(166,906)
(236,925)
(342,689)
(473,727)
 
Operating expenses
(8,003)
(7,668)
(15,220)
(14,387)
 
Segment profit
10,745 
7,337 
28,095 
23,940 
 
Gain (loss) on derivatives
314 
517 
244 
509 
 
Depreciation and amortization
(8,215)
(8,069)
(16,190)
(16,028)
 
Capital expenditures
131,499 
30,255 
227,665 
45,917 
 
Identifiable assets
842,767 
498,888 
842,767 
498,888 
 
ORV Operating Segments [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Sales to external customers
63,942 
0 
119,202 
0 
 
Sales to affiliates
0 
0 
0 
0 
 
Purchased gas, NGLs and crude oil
(50,434)
0 
(91,498)
0 
 
Operating expenses
(8,489)
0 
(16,774)
0 
 
Segment profit
5,019 
0 
10,930 
0 
 
Gain (loss) on derivatives
(180)
0 
(180)
0 
 
Depreciation and amortization
(2,748)
0 
(5,091)
0 
 
Capital expenditures
4,738 
0 
8,933 
0 
 
Identifiable assets
314,459 
0 
314,459 
0 
 
Corporate Elimination [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Sales to external customers
0 
0 
0 
0 
 
Sales to affiliates
(33,319)
(117,885)
(95,895)
(267,723)
 
Purchased gas, NGLs and crude oil
33,319 
117,885 
95,895 
267,723 
 
Operating expenses
0 
0 
0 
0 
 
Segment profit
0 
0 
0 
0 
 
Gain (loss) on derivatives
0 
0 
0 
0 
 
Depreciation and amortization
(670)
(610)
(1,168)
(1,243)
 
Capital expenditures
988 
1,076 
5,942 
1,536 
 
Identifiable assets
178,606 
379,908 
178,606 
379,908 
 
Total [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Sales to external customers
454,589 
394,402 
900,278 
820,361 
 
Sales to affiliates
0 
0 
0 
0 
 
Purchased gas, NGLs and crude oil
(359,093)
(304,098)
(700,115)
(630,304)
 
Operating expenses
(36,779)
(30,571)
(74,115)
(58,378)
 
Segment profit
58,717 
59,733 
126,048 
131,679 
 
Gain (loss) on derivatives
445 
4,905 
(27)
2,736 
 
Depreciation and amortization
(34,635)
(32,870)
(68,361)
(65,048)
 
Capital expenditures
147,389 
53,512 
265,959 
82,792 
 
Identifiable assets
$ 2,640,926 
$ 2,244,235 
$ 2,640,926 
$ 2,244,235 
 
Segment Information (Reconciliation of Segment Profit to Operating Income) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Segment Reporting [Abstract]
 
 
 
 
Segment profit
$ 58,717 
$ 59,733 
$ 126,048 
$ 131,679 
General and administrative
(16,212)
(12,965)
(34,448)
(27,928)
Gain (loss) on derivatives
445 
4,905 
(27)
2,736 
Gain (loss) on sale of property
(84)
406 
(95)
504 
Depreciation and amortization
(34,635)
(32,870)
(68,361)
(65,048)
Operating Income (Loss)
$ 8,231 
$ 19,209 
$ 23,117 
$ 41,943 
Immaterial Correction of Prior Period Financial Statements (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Revenue
$ 454,589 
$ 394,402 
$ 900,278 
$ 820,361 
Purchased gas, NGLs and crude oil
359,093 
304,098 
700,115 
630,304 
Total operating costs and expenses
446,358 
375,193 
877,161 
778,418 
Operating income
8,231 
19,209 
23,117 
41,943 
Scenario, Actual [Member]
 
 
 
 
Revenue
 
394,402 
 
820,361 
Purchased gas, NGLs and crude oil
 
304,098 
 
630,304 
Total operating costs and expenses
 
375,193 
 
778,418 
Operating income
 
19,209 
 
41,943 
Classification of New Opportunity Processing [Member] |
Scenario, Adjustment [Member]
 
 
 
 
Purchased gas, NGLs and crude oil
 
43,200 
 
97,500 
Classification of New Opportunity Processing [Member] |
Scenario, Previously Reported [Member]
 
 
 
 
Revenue
 
351,194 
 
722,903 
Purchased gas, NGLs and crude oil
 
260,890 
 
532,846 
Total operating costs and expenses
 
331,985 
 
680,960 
Operating income
 
$ 19,209 
 
$ 41,943 
Subsequent Event (Details) (USD $)
1 Months Ended
Jun. 30, 2013
Dec. 31, 2012
Jul. 31, 2013
Eunice Processing Facility [Member]
Jun. 30, 2013
Eunice Processing Facility [Member]
Subsequent Event [Line Items]
 
 
 
 
Intangible Assets, Net (Excluding Goodwill)
$ 402,248,000 
$ 425,005,000 
 
$ 72,600,000 
Impairment of Intangible Assets (Excluding Goodwill)
 
 
$ 72,600,000