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Exhibit 99.1
Wynn-Crosby Energy, Inc. and Affiliated Partnerships
Combined Financial Statements
December 31, 2003
Table of Contents
Report of Independent Registered Public Accounting Firm | | F-2 |
Combined Balance Sheets | | F-3 |
Combined Statements of Income | | F-4 |
Combined Statements of Owners' Investment | | F-5 |
Combined Statements of Cash Flows | | F-6 |
Notes to Financial Statements | | F-7 |
Report of Independent Registered Public Accounting Firm
The Partners and Stockholders
Wynn-Crosby 1994, Ltd., Wynn-Crosby 1995, Ltd., Wynn-Crosby 1996, Ltd., Wynn-Crosby 1997, Ltd., Wynn-Crosby 1998, Ltd., Wynn-Crosby 1999, Ltd., Wynn-Crosby 2000, Ltd., Wynn-Crosby 2002, Ltd., Wildcard Oil and Gas Company and Wynn-Crosby Energy, Inc.:
We have audited the accompanying combined balance sheets of Wynn-Crosby 1994, Ltd., Wynn-Crosby 1995, Ltd., Wynn-Crosby 1996, Ltd., Wynn-Crosby 1997, Ltd., Wynn-Crosby 1998, Ltd., Wynn-Crosby 1999, Ltd., Wynn-Crosby 2000, Ltd., Wynn-Crosby 2002, Ltd., certain oil and gas properties of Wildcard Oil and Gas Company and certain non-revenue producing assets of Wynn-Crosby Energy, Inc. (collectively "Wynn-Crosby") as of December 31, 2003 and 2002, and the related combined statements of income, owners' investment and cash flows for each of the years in the three year period ended December 31, 2003. These combined financial statements are the responsibility of Wynn-Crosby's management. Our responsibility is to express an opinion on these combined financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of Wynn-Crosby at December 31, 2003 and 2002, and the results of their combined operations and their combined cash flows for each of the years in the three year period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 6 to the combined financial statements, Wynn-Crosby changed their method of accounting for asset retirement obligations as of January 1, 2003. Also, as discussed in Note 2 to the combined financial statements, Wynn-Crosby changed their method of accounting for derivative instruments and hedging activities as of January 1, 2001.
Dallas, Texas
October 15, 2004
F-2
Wynn-Crosby Energy, Inc. and Affiliated Partnerships
Combined Balance Sheets
| | December 31, 2003
| | December 31, 2002
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| | (In thousands)
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Assets | | | | | | | |
Current assets: | | | | | | | |
| Cash and cash equivalents | | $ | 5,357 | | $ | 5,093 | |
| Accounts receivable (Note 3) | | | 14,124 | | | 18,958 | |
| Prepaid expenses and other assets | | | 1,027 | | | 970 | |
| Current assets of discontinued operations | | | — | | | 1,567 | |
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| |
| |
| | Total current assets | | | 20,508 | | | 26,588 | |
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| |
| |
Property, plant and equipment, at cost: | | | | | | | |
| Oil and gas properties, full cost accounting (Notes 2 and 6): | | | | | | | |
| | Proved properties | | | 222,727 | | | 194,646 | |
| | Unproved properties and properties under development, not being amortized | | | 1,695 | | | 1,543 | |
| Furniture, fixtures and equipment | | | 271 | | | 157 | |
| |
| |
| |
| | | 224,693 | | | 196,346 | |
| Accumulated depreciation and depletion | | | (88,278 | ) | | (81,297 | ) |
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| |
| |
| | Net property, plant and equipment | | | 136,415 | | | 115,049 | |
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Non-current assets of discontinued operations | | | — | | | 22,647 | |
Investment in non-affiliates | | | 672 | | | 683 | |
Other assets, net (Note 4) | | | 283 | | | 539 | |
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| | $ | 157,878 | | $ | 165,506 | |
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Liabilities and owners' investment | | | | | | | |
Current liabilities: | | | | | | | |
| Accounts payable and accrued liabilities (Note 5) | | $ | 15,836 | | $ | 15,805 | |
| Commodity derivatives | | | 3,084 | | | 1,628 | |
| Interest rate derivatives | | | — | | | 274 | |
| Current liabilities of discontinued operations | | | — | | | 2,086 | |
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| |
| | Total current liabilities | | | 18,920 | | | 19,793 | |
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Commodity derivatives | | | 921 | | | — | |
Asset retirement obligation (Note 6) | | | 8,771 | | | — | |
Long-term debt (Note 7) | | | 33,130 | | | 46,160 | |
Non-current liabilities of discontinued operations | | | — | | | 12,558 | |
Owners' investment | | | 96,136 | | | 86,995 | |
Commitments and contingencies (Note 11) | | | — | | | — | |
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| | $ | 157,878 | | $ | 165,506 | |
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The accompanying notes to the combined financial statements are an integral part of these statements.
F-3
Wynn-Crosby Energy, Inc. and Affiliated Partnerships
Combined Statements of Income
| | Year ended December 31,
| |
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| | 2003
| | 2002
| | 2001
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| | (In thousands)
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Operating revenues | | | | | | | | | | |
| Oil sales | | $ | 20,928 | | $ | 18,149 | | $ | 16,579 | |
| Gas sales | | | 71,502 | | | 33,325 | | | 43,939 | |
| Other | | | 46 | | | 1 | | | 39 | |
| |
| |
| |
| |
| | Total operating revenues | | | 92,476 | | | 51,475 | | | 60,557 | |
| |
| |
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| |
Operating costs and expenses | | | | | | | | | | |
| Production expenses | | | 22,764 | | | 16,730 | | | 18,079 | |
| Depreciation, depletion and amortization | | | 11,508 | | | 10,536 | | | 12,092 | |
| Accretion expense | | | 604 | | | — | | | — | |
| Write-down of oil and gas properties | | | — | | | — | | | 1,862 | |
| General and administrative expenses | | | 3,697 | | | 2,723 | | | 2,269 | |
| Other | | | 301 | | | 402 | | | 242 | |
| |
| |
| |
| |
| | Total operating costs and expenses | | | 38,874 | | | 30,391 | | | 34,544 | |
| |
| |
| |
| |
Other income (expense) | | | | | | | | | | |
| Commodity derivatives, realized | | | (4,530 | ) | | 886 | | | 4,687 | |
| Commodity derivatives, unrealized | | | (2,377 | ) | | (1,628 | ) | | 7,059 | |
| Equity in income of non-affiliates | | | 228 | | | 129 | | | — | |
| Gain (loss) on sale of assets | | | 63 | | | — | | | (15 | ) |
| Investment income | | | 58 | | | 85 | | | 228 | |
| Interest expense and related costs (Note 8) | | | (2,338 | ) | | (2,594 | ) | | (2,854 | ) |
| Other | | | — | | | (75 | ) | | (56 | ) |
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| |
| |
| |
| | Total other (expense) income | | | (8,896 | ) | | (3,197 | ) | | 9,049 | |
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| |
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| |
| Income from continuing operations before cumulative effects and discontinued operations | | | 44,706 | | | 17,887 | | | 35,062 | |
| Income (loss) from discontinued operations including 2003 gain on sale of membership interest | | | 8,897 | | | (36 | ) | | 213 | |
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| Income from operations before cumulative effects | | | 53,603 | | | 17,851 | | | 35,275 | |
| Cumulative effect of adoption of SFAS No. 133 | | | — | | | — | | | (7,059 | ) |
| Cumulative effect of adoption of SFAS No. 143 | | | 2,157 | | | — | | | — | |
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Net income | | $ | 55,760 | | $ | 17,851 | | $ | 28,216 | |
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The accompanying notes to the combined financial statements are an integral part of these statements.
F-4
Wynn-Crosby Energy, Inc. and Affiliated Partnerships
Combined Statements of Owners' Investment
| | Owners' Investment
| | Accumulated Other Comprehensive Income (Loss)
| | Total Owners' Investment
| |
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| | (In thousands)
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December 31, 2000 | | $ | 64,027 | | $ | — | | $ | 64,027 | |
| Contributions | | | 30,125 | | | — | | | 30,125 | |
| Distributions | | | (33,904 | ) | | — | | | (33,904 | ) |
| Other | | | (308 | ) | | — | | | (308 | ) |
| Comprehensive income (expense): | | | | | | | | | | |
| | Gains or losses reclassified to earnings related to interest rate swap | | | — | | | 144 | | | 144 | |
| | Adjustment in fair value of estimated cash flows related to interest rate swap | | | — | | | (615 | ) | | (615 | ) |
| | Net income | | | 28,216 | | | — | | | 28,216 | |
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| |
| Total comprehensive income (loss) | | | 28,216 | | | (471 | ) | | 27,745 | |
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December 31, 2001 | | | 88,156 | | | (471 | ) | | 87,685 | |
| Contributions | | | 1,200 | | | — | | | 1,200 | |
| Distributions | | | (19,548 | ) | | — | | | (19,548 | ) |
| Other | | | (390 | ) | | — | | | (390 | ) |
| Comprehensive income (expense): | | | | | | | | | | |
| | Gains or losses reclassified to earnings related to interest rate swap | | | — | | | 471 | | | 471 | |
| | Adjustment in fair value of estimated cash flows related to interest rate swap | | | — | | | (274 | ) | | (274 | ) |
| | Net income | | | 17,851 | | | — | | | 17,851 | |
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| |
| Total comprehensive income | | | 17,851 | | | 197 | | | 18,048 | |
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December 31, 2002 | | | 87,269 | | | (274 | ) | | 86,995 | |
| Contributions | | | 5,000 | | | — | | | 5,000 | |
| Distributions | | | (52,361 | ) | | — | | | (52,361 | ) |
| State income taxes paid in lieu of distributions | | | (81 | ) | | — | | | (81 | ) |
| Other | | | 549 | | | — | | | 549 | |
| Comprehensive income: | | | | | | | | | | |
| | Gains or losses reclassified to earnings related to interest rate swap | | | — | | | 274 | | | 274 | |
| | Net income | | | 55,760 | | | — | | | 55,760 | |
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| Total comprehensive income | | | 55,760 | | | 274 | | | 56,034 | |
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December 31, 2003 | | $ | 96,136 | | $ | — | | $ | 96,136 | |
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The accompanying notes to the financial statements are an integral part of these statemenst
F-5
Wynn-Crosby Energy, Inc. and Affiliated Partnerships
Combined Statements of Cash Flows
| | Year ended December 31,
| |
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| | 2003
| | 2002
| | 2001
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| | (In thousands)
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Cash flows from operating activities | | | | | | | | | | |
| Income from operations before cumulative effects | | $ | 53,603 | | $ | 17,851 | | $ | 35,275 | |
| (Income) loss from discontinued operations including 2003 gain on sale of membership interest | | | (8,897 | ) | | 36 | | | (213 | ) |
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| |
| |
| |
| Income from continuing operations before cumulative effects and discontinued operations | | | 44,706 | | | 17,887 | | | 35,062 | |
| | Depreciation, depletion and amortization | | | 11,508 | | | 10,536 | | | 13,954 | |
| | Amortization of loan fees and related costs | | | 449 | | | 447 | | | 355 | |
| | Accretion expense | | | 604 | | | — | | | — | |
| | Equity in income of non-affiliates | | | (228 | ) | | (129 | ) | | — | |
| | (Gain) loss on sale of assets | | | (63 | ) | | — | | | 15 | |
| | Loss (income) from commodity derivatives, unrealized | | | 2,377 | | | 1,628 | | | (7,059 | ) |
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| |
| |
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| | | 59,353 | | | 30,369 | | | 42,327 | |
| | Changes in operating assets and liabilities: | | | | | | | | | | |
| | | Accounts receivable | | | 4,834 | | | (8,399 | ) | | 4,170 | |
| | | Prepaid expenses and other assets | | | (57 | ) | | (302 | ) | | (325 | ) |
| | | Accounts payable and accrued liabilities | | | 31 | | | 8,179 | | | (3,474 | ) |
| | | Change in other operating | | | 549 | | | (390 | ) | | (308 | ) |
| | | Change in operating capital of discontinued operations | | | — | | | (69 | ) | | 1,293 | |
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| | | | Net cash provided by operating activities | | | 64,710 | | | 29,388 | | | 43,683 | |
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Cash flows from investing activities | | | | | | | | | | |
| Additions to oil and gas properties | | | (24,138 | ) | | (24,900 | ) | | (44,091 | ) |
| Additions to furniture, fixtures and equipment | | | (114 | ) | | (6 | ) | | (92 | ) |
| Proceeds from sales of oil and gas properties | | | 1,765 | | | 3,792 | | | 2,334 | |
| Proceeds from the sales of furniture and equipment | | | — | | | — | | | 43 | |
| Proceeds from sale of discontinued operations | | | 18,467 | | | — | | | — | |
| Investment in non-affiliates | | | (193 | ) | | (1,543 | ) | | — | |
| Distribution from non-affiliates | | | 432 | | | 989 | | | — | |
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| |
| | | | Net cash used by investing activities | | | (3,781 | ) | | (21,668 | ) | | (41,806 | ) |
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Cash flows from financing activities | | | | | | | | | | |
| Contributions | | | 5,000 | | | 1,200 | | | 30,125 | |
| Distributions | | | (52,361 | ) | | (19,548 | ) | | (33,904 | ) |
| State income taxes paid in lieu of distributions | | | (81 | ) | | — | | | — | |
| Partnership formation costs | | | — | | | (75 | ) | | (56 | ) |
| Proceeds from long-term debt | | | 12,650 | | | 27,450 | | | 45,100 | |
| Payments of principal on long-term debt | | | (25,680 | ) | | (15,360 | ) | | (40,140 | ) |
| Loan fees and related costs | | | (193 | ) | | (155 | ) | | (517 | ) |
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| | | Net cash (used) provided by financing activities | | | (60,665 | ) | | (6,488 | ) | | 608 | |
| |
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| |
Net increase in cash and cash equivalents | | | 264 | | | 1,232 | | | 2,485 | |
Cash and cash equivalents at beginning of period | | | 5,093 | | | 3,861 | | | 1,376 | |
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Cash and cash equivalents at end of period | | $ | 5,357 | | $ | 5,093 | | $ | 3,861 | |
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Supplemental disclosure of cash flow information: Interest paid | | $ | 1,730 | | $ | 2,132 | | $ | 2,471 | |
The accompanying notes to the combined financial statements are an integral part of these statements.
F-6
Wynn-Crosby Energy, Inc. and Affiliated Partnerships
Notes to Combined Financial Statements
Note 1—Organization
Formed in 1993, Wynn-Crosby Energy, Inc. ("WCE") is an independent energy company engaged in the acquisition, development, exploration and production of natural gas and crude oil. WCE provides investment opportunities through the formation and management of oil and gas partnerships. WCE currently manages eight limited partnerships. The general partners of the limited partnerships are affiliated entities of WCE.
The accompanying combined financial statements represent the combined financial position as of December 31, 2003 and 2002 and the combined results of operations for each of the years in the three-year period ended December 31, 2003 of Wynn-Crosby 1994, Ltd., Wynn-Crosby 1995, Ltd., Wynn-Crosby 1996, Ltd., Wynn-Crosby 1997, Ltd., Wynn-Crosby 1998, Ltd., Wynn-Crosby 1999, Ltd., Wynn-Crosby 2000, Ltd., Wynn-Crosby 2002, Ltd., certain non-revenue producing assets of WCE, and certain oil and gas properties of Wildcard Oil and Gas Company (collectively the "Company" or "Wynn-Crosby"). On March 14, 2003, the Company divested its interest in Le Norman Partners, LLC ("LNP"). The accompanying combined financial statements include the results of operations attributable to LNP through the date of sale and have been presented as discontinued operations.
These combined financial statements were prepared in conjunction with a pending sales transaction that is anticipated to close during the fourth quarter of 2004. The proposed transaction involves the sale of all the partnership interests of the Wynn-Crosby limited partnerships, certain oil and gas properties of Wildcard Oil and Gas Company that are jointly owned with Wynn-Crosby 1996, Ltd. and certain equipment and contracts of WCE that are related to the operation of the properties of the partnerships (the "Sale").
Immediately prior to closing the Sale, certain assets and liabilities of WCE will be excluded and transferred to a new entity ("Newco") and an affiliated company, neither of which will be part of the Sale. The excluded assets of WCE to be transferred to Newco and the affiliated company will include other oil and gas properties owned by WCE and the furniture, fixture and equipment located at WCE's corporate office. Newco will assume WCE's outstanding debt and certain contracts and liabilities associated with WCE's employees and WCE's corporate office.
Also immediately prior to closing the Sale, the oil and gas properties of Wildcard Oil and Gas Company described above will be transferred to a new limited partnership, WCOG Properties, Ltd. ("WCOGLP"). WCOGLP will be sold along with the Wynn-Crosby entities as part of the Sale. The accompanying combined financial statements include the results of operations of WCE excluding those assets and liabilities being transferred to Newco and the affiliated company, WCOGLP and the Wynn-Crosby partnerships.
Note 2—Summary of Significant Accounting Policies
The full cost method of accounting is followed for oil and gas properties under which all costs associated with property acquisition, exploration and development activities are capitalized. Such costs are amortized by the unit-of-production method using engineers' estimates of unrecovered oil and gas reserves. The costs of unproved properties are excluded from amortization until the properties are evaluated. Sales of oil and gas properties are accounted for as adjustments to the capitalized cost center unless such sales significantly alter the relationship between capitalized costs and proved reserves of oil and gas attributable to the cost center, in which case a gain or loss is recognized. Depreciation, depletion and amortization per equivalent Mcf of production, excluding write-down of oil and gas
F-7
properties, was $0.63, $0.71 and $0.82 for the years ended December 31, 2003, 2002 and 2001, respectively.
The capitalized costs of oil and gas properties, net of accumulated amortization, are limited to the estimated future net cash flows from proved oil and gas reserves discounted at 10 percent, plus the lower of cost or fair market value of unproved properties. If capitalized costs exceed this limit, the excess is charged to amortization expense. During 2001, one of the partnerships recorded a write-down of capitalized costs in the amount of $1,862,000 as a resultof this limitation. Each of the Wynn-Crosby partnerships and Wildcard Oil and Gas Company have been treated as individual cost centers for depletion purposes and the limitations of capitalized costs in these combined financial statements.
The costs of certain unevaluated leasehold acreage and wells in the process of being drilled are not being amortized. Amortization will commence as such costs are evaluated. Costs not being amortized are periodically assessed for possible impairments in value. If a reduction in value has occurred, costs being amortized are increased.
Depreciation and amortization of other property and equipment is provided principally by the straight-line method over the estimated service lives of the related assets.
Costs incurred to operate, repair and maintain wells and other equipment are generally expensed as incurred.
Cash and Cash Equivalents
All highly liquid instruments purchased with an original maturity of three months or less are considered to be cash equivalents.
Financial Instruments and Fair Value
The carrying amount of cash, cash equivalents, accounts receivable and accounts payable approximates fair value because of the short maturity of these instruments.
The carrying amount of long-term debt approximates fair value as the interest rate of the debt approximates rates currently offered by lending institutions for similar debt instruments.
Derivative Instruments and Hedging Activities
From time to time, Wynn-Crosby has utilized and may continue to utilize derivative instruments with respect to a portion of its oil and gas production to achieve a more predictable cash flow as well as to reduce its exposure to price fluctuations. These transactions generally are price swaps or price collars and are entered into with commodities trading institutions. Derivative financial instruments are intended to reduce the Company's exposure to declines in the market price of natural gas and crude oil.
In June 1988 the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Certain Hedging Activities." In June 2000 the FASB issued SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activity, an Amendment of SFAS No. 133." SFAS No. 133 and SFAS No. 138 require that all derivative instruments be recorded on the balance sheet at their respective fair
F-8
values. SFAS No. 133 and SFAS No. 138 are effective for all fiscal quarters of all fiscal years beginning after June 30, 2000; the Company adopted SFAS No. 133 and SFAS No. 138 on January 1, 2001.
The Company elected in 2001 not to designate these instruments as hedges for accounting purposes; and accordingly, the change in unrealized gains and losses is included in unrealized other income and expense. Cash settlements of these instruments are included in realized other income and expense. In accordance with the transition provisions of SFAS No. 133, the Company recorded an adjustment of $8,031,000 to net income as a cumulative effect of adopting SFAS No. 133 to recognize at fair value these derivative instruments as of January 1, 2001 which were not previously designated as hedges. Of this amount, $972,000 is reflected in net income from discontinued operations.
As of December 31, 2002, the Company had hedged approximately 3,830,000 MMBtu of its expected 2003 natural gas production and 123,000 barrels of LNP's expected 2003 oil production in the form of price swaps and no cost collars. Based on NYMEX prices, the hedges in effect as of December 31, 2002 had a net unrealized loss of approximately $2,136,000 of which $508,000 is reflected in current liabilities of discontinued operations.
As of December 31, 2003, the Company had hedged 2,460,000 MMBtu of its expected 2004 natural gas production at an average price of $4.183 per MMBtu and 890,000 MMBtu of its expected 2005 natural gas production at an average price of $4.086 per MMBtu from its current portfolio of properties in the form of price swaps. Based on NYMEX prices at December 31, 2003, the hedge positions had a net unrealized loss of $4,005,000. None of the Company's crude oil production was hedged as of December 31, 2003.
Effective July 1, 2001, the Company entered into a two-year interest rate swap to reduce its exposure to market risks from changing interest rates. With a notional amount of $15 million the Company receives interest at a variable LIBOR rate and pays interest at a fixed LIBOR rate of 5.01 percent. The variable LIBOR rate is redetermined each quarter with the settlement occurring in arrears on March 31, June 30, September 30 and December 31. The Company assesses interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities.
The Company uses variable-rate debt to finance its operations. The debt obligations expose the Company to variability in interest payments due to changes in interest rates. Management believes it is prudent to limit the variability of a portion of its interest payments. To meet this objective, management enters into interest rate swap agreements to manage fluctuations in cash flows resulting from interest rate risk. These swaps change the variable rate cash flow exposure on the debt obligations to fixed cash flows. Under the terms of the interest rate swaps, the Company receives variable interest rate payments and makes fixed interest rate payments, thereby creating the equivalent of fixed-rate debt.
Changes in the fair value of interest rate swaps designated as hedging instruments that effectively offset the variability of cash flows associated with variable-rate, long-term debt obligations are reported in comprehensive income. These amounts subsequently are reclassified into interest expense as a yield adjustment of the hedged debt obligation in the same period in which the related interest affects earnings.
As of December 31, 2003, the Company had no interest rate swaps in place due to the expiration of existing contracts at the end of June 2003. The estimated fair value at December 31, 2002 of these
F-9
derivative instruments was a net payable of $274,000, which was recorded on the balance sheet as a current liability and was reclassified into earnings during 2003.
Revenue Recognition
The sales method of accounting for oil and gas revenues is used. Under this method, revenues are recognized based on actual volumes of gas sold to purchasers. The volumes of gas sold may differ from the volumes to which the Company is entitled based on its interests in the properties. Differences between volumes sold and volumes based on entitlements create gas imbalances. Material imbalances are reflected as adjustments to reported gas reserves and future cash flows. As of December 31, 2003 the Company was over produced 788,000 Mcf.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.
Note 3—Accounts Receivable
The components of accounts receivable at December 31, 2003 and 2002 are as follows:
| | 2003
| | 2002
| |
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| | (In thousands)
| |
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Oil and gas sales | | $ | 11,101 | | $ | 10,009 | |
Joint interest billings and other | | | 3,072 | | | 9,104 | |
Allowance for doubtful accounts | | | (49 | ) | | (155 | ) |
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| |
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| | $ | 14,124 | | $ | 18,958 | |
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Note 4—Other Assets
The components of other assets at December 31, 2003 and 2002 are as follows:
| | 2003
| | 2002
| |
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| | (In thousands)
| |
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Loan fees and related costs | | $ | 2,246 | | $ | 2,053 | |
Accumulated amortization | | | (1,963 | ) | | (1,514 | ) |
| |
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| |
| | $ | 283 | | $ | 539 | |
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| |
Capitalized loan fees and related costs are amortized under the straight-line method over the life of the underlying indebtedness.
F-10
Note 5—Accounts Payable and Accrued Liabilities
The components of accounts payable and accrued liabilities at December 31, 2003 and 2002 are as follows:
| | 2003
| | 2002
|
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| | (In thousands)
|
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Trade payables | | $ | 11,354 | | $ | 10,314 |
Royalties payable | | | 1,523 | | | 1,198 |
Accrued liabilities | | | 2,959 | | | 4,293 |
| |
| |
|
| | $ | 15,836 | | $ | 15,805 |
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|
Note 6—Asset Retirement Obligation
On January 1, 2003, the Company adopted Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations ("SFAS No. 143"). The new standard requires the Company to record the present value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the asset. The Company also records a corresponding asset which is depreciated over the life of the asset. Subsequent to the initial measurement of the asset retirement obligation, the obligation will be adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation.
On January 1, 2003, the Company recorded additional oil and gas property costs of approximately $6,245,000, a reduction of accumulated depletion of approximately $4,527,000, a long-term liability of approximately $8,614,000 and noncash income of approximately $2,157,000 for the cumulative effect on depreciation of the additional costs and accretion expense on the liability related to expected abandonment costs of the Company's oil and natural gas producing properties. At December 31, 2003, the asset retirement obligation was $8,771,000; and the increase in the balance from January 1, 2003 of $157,000 was due to $604,000 in accretion expense and $137,000 of additional liabilities for new wells drilled and acquired in 2003 offset by a $584,000 reduction due to the divestiture and abandonment of properties. The pro forma amounts of the asset retirement obligation as of December 31, 2002, 2001 and 2000, were approximately $8,615,000, $7,902,000 and $5,411,000, respectively.
The pro forma amount of the asset retirement obligation was measured using information, assumptions and interest rates as of the adoption date of January 1, 2003. Pro forma net income assuming SFAS No. 143 was adopted on December 31, 2000 was approximately $18,004,000 and $28,880,000 for the years ended December 31, 2002 and 2001, respectively.
Note 7—Long-Term Debt
Each of the Wynn-Crosby partnerships have separate credit agreements with Union Bank of California, NA. ("Union Bank") and under certain of the agreements Union Bank is Agent to a two-bank syndication. The respective credit agreements are secured by a first lien, including, but not limited to, a first mortgage, deed of trust, security agreement and assignment of production proceeds on substantially all the oil and gas properties of the respective entity.
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Amounts outstanding under the credit facilities bear interest, at the Company's option, at either the bank's prime rate or LIBOR. The actual interest rate is adjusted based on the funded debt to borrowing capacity with the prime rate option ranging from prime to prime plus 0.375% and the LIBOR option ranging from LIBOR plus 1.375% to LIBOR plus 2.25%. Each entity pays a 0.375% fee on the unused portion of the borrowing base in return for the bank's obligation to maintain the availability of funds. With the exception of Wynn-Crosby 1997, Ltd., Wynn-Crosby 1999, Ltd. and Wynn-Crosby 2000, Ltd., which are subject to semi-annual borrowing base redeterminations, the credit facilities are subject to annual borrowing base redeterminations. The Company's 70% pro rata share of the outstanding debt of Le Norman Partners, LLC at December 31, 2002 was $15,680,000 and is included in noncurrent liabilities of discontinued operations.
The outstanding debt of the Wynn-Crosby partnerships at December 31, 2003 and 2002 is as follows:
| | 2003
| | 2002
|
---|
| | (In thousands)
|
---|
Wynn-Crosby 1994, Ltd. | | $ | 10 | | $ | 10 |
Wynn-Crosby 1995, Ltd. | | | 10 | | | 6,400 |
Wynn-Crosby 1996, Ltd. | | | 600 | | | 1,000 |
Wynn-Crosby 1997, Ltd. | | | 4,000 | | | 6,400 |
Wynn-Crosby 1998, Ltd. | | | 5,000 | | | 6,850 |
Wynn-Crosby 1999, Ltd. | | | 6,500 | | | 8,800 |
Wynn-Crosby 2000, Ltd. | | | 17,000 | | | 16,700 |
Wynn-Crosby 2002, Ltd. | | | 10 | | | — |
Le Norman Partners, LLC | | | — | | | 15,680 |
| |
| |
|
Total debt | | | 33,130 | | | 61,840 |
| Less debt of discontinued operations | | | — | | | 15,680 |
| |
| |
|
Long-term debt | | $ | 33,130 | | $ | 46,160 |
| |
| |
|
The credit facilities contain various covenants including restrictions on the incurrence of new debt. Other than Wynn-Crosby 1999, Ltd. ("WC99") the partnerships were in compliance with the covenants of their respective credit agreements at December 31, 2003 and 2002. WC99 was not in compliance with its working covenant calculation at December 31, 2003. Subsequent to December 31, 2003, the lender modified the partnerships' debt agreements to include the unused commitment amount in the current ratio calculation effective March 31, 2001. Accordingly, WC99 is in compliance at December 31, 2003 with the revised covenant and the debt has been classified as long-term.
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Scheduled maturities of outstanding indebtedness of the partnerships as of December 31, 2003 are as follows:
| | 2003
|
---|
| | (In thousands)
|
---|
2004 | | $ | — |
2005 | | | 10 |
2006 | | | 11,500 |
2007 | | | 21,620 |
| |
|
| | $ | 33,130 |
| |
|
Note 8—Interest Expense and Related Costs
The components of interest expense and related costs for the years ended December 31, 2003, 2002 and 2001 are as follows:
| | 2003
| | 2002
| | 2001
|
---|
| | (In thousands)
|
---|
Interest on funded debt | | $ | 1,452 | | $ | 1,656 | | $ | 2,301 |
Interest rate swap | | | 276 | | | 471 | | | 144 |
Commitment fees and other | | | 163 | | | 97 | | | 111 |
Amortization of loan fees | | | 447 | | | 370 | | | 298 |
| |
| |
| |
|
| | $ | 2,338 | | $ | 2,594 | | $ | 2,854 |
| |
| |
| |
|
Note 9—Related-Party Transactions
As the corporate general partner of the partnerships, WCE is paid a monthly management fee. In 2003, 2002 and 2001 the partnerships paid management fees to WCE in the amounts of $2,739,000, $2,640,000 and $2,555,000, respectively. For presentation purposes, the management fee income earned by WCE and the management fee expense charged to the partnerships has been eliminated in the accompanying combined financial statements.
The accompanying combined financial statements include an allocated portion of the actual general and administrative expenses incurred by WCE in each of the years in the three-year period ended December 31, 2003. General and administrative expense was allocated to the entities managed by WCE based on relative production volumes.
Note 10—Franchise and Income Taxes
Each partnership's income or loss for federal income tax purposes is included in the tax return of the respective partner. As a Subchapter S Corporation, the income or loss of WCE is included in the federal tax return of its shareholders. Accordingly, no recognition has been given to federal income taxes in the accompanying combined financial statements.
WCE and its partnerships conduct business in a number of states. Certain of these states assess an income tax on earnings attributable to their jurisdictional assets. Due to recent changes in the tax codes of these states, the partnerships elected in 2003 to file composite returns in all the state jurisdictions on
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behalf of the partners. For the year ended December 31, 2003, the Wynn-Crosby partnerships remitted $81,000 in state income taxes on behalf of the partners. The payment of state income taxes on behalf of partners is shown as a distribution on the statement of owners' investment in the period of payment.
Note 11—Commitments and Contingencies
Litigation—From time to time, the Company is party to certain legal actions and claims arising in the ordinary course of business. While the outcome of these events cannot be predicted with certainty, the Company does not expect these matters to have a material adverse effect on the financial position or results of operations of the Company.
There are pending in the United States Bankruptcy Court for the Southern District of New York Adversary Proceedings Numbers 03-93424, 03-93425, 03-93426, 0393427 and 03-93428, in Bankruptcy Case No. 01-16034 (AJG), in Enron Corp., et al., in which Enron North America Corp. and Enron Corp. sue to recover from the Company alleged avoidable transfers in the aggregate sum of $3,781,986. The Company believes that this case is without merit and intends to vigorously fight this claim.
Environmental—The Company is subject to extensive federal, state and local environmental laws and regulations. These laws, which are constantly changing, regulate the discharge of materials into the environment and may require the Company to remove or mitigate the environmental effects of the disposal or release of petroleum or chemical substances at various sites.
Note 12—Concentrations of Credit Risk
During 2003, 2002, and 2001 Tristar Producer Services of Texas, L.P. accounted for approximately 32%, 19% and 33%, respectively, of the Company's oil and gas sales. No other purchaser accounted for 10% or more of the oil and gas sales for 2003, 2002 or 2001.
Note 13—Discontinued Operations
In May 2000, Wynn-Crosby 1998, Ltd. and Wynn-Crosby 1999, Ltd. (the "Wynn-Crosby Partnerships") and Le Norman Energy Corporation (an unaffiliated company) formed Le Norman Partners, LLC ("LNP") to engage in the acquisition, development and production of oil and gas properties. Under the terms of the joint venture the Wynn-Crosby Partnerships contributed $11,600,000 representing 100% of LNP's contributed equity and the Wynn-Crosby Partnerships were entitled to preference distributions until such time they fully recovered their contributed equity. From inception through the divestiture of LNP on March 14, 2003, the Wynn-Crosby Partnerships received $5,053,000 in preference distributions.
On March 14, 2003, the Wynn-Crosby Partnerships sold their membership interest in LNP for $18,500,000 resulting in an $8,468,000 gain. The purchaser assumed all future obligations of LNP and fully repaid LNP's debt balance of $21,400,000 contemporaneous with the acquisition of the Wynn-Crosby Partnerships' interests.
The results of operations attributable to LNP through the date of sale, including the gain from sale, have been presented as discontinued operations in the accompanying combined financial statements. Certain adjustments were made to the accompanying combined financial statements. These adjustments include the elimination of inter-company balances and transactions including the elimination of contributions made by the Wynn-Crosby Partnerships to LNP and the preference
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distributions received by the Wynn-Crosby Partnerships from LNP. Prior to the sales transaction, the Wynn-Crosby Partnerships accounted for their interest in LNP by consolidating their 70% interest in the assets, liabilities, revenues and expenses of LNP. The components of the assets and liabilities of discontinued operations as of December 31, 2002 of the Company's 70% interest in LNP are as follows:
| | 2002
| |
---|
| | (In thousands)
| |
---|
Current assets | | | | |
| Cash | | $ | 102 | |
| Accounts receivable | | | 1,210 | |
| Prepaid expenses and other assets | | | 255 | |
| |
| |
| | Total current assets | | | 1,567 | |
| |
| |
Oil and gas properties, full cost accounting | | | | |
| Proved properties | | | 27,194 | |
| Accumulated depreciation and depletion | | | (4,661 | ) |
| |
| |
| | Net oil and gas properties | | | 22,533 | |
| |
| |
Other assets, net | | | 113 | |
| |
| |
| | $ | 24,213 | |
| |
| |
Current liabilities | | | | |
| Accounts payable | | $ | 1,385 | |
| Commodity derivatives | | | 508 | |
| Interest rate derivatives | | | 192 | |
| |
| |
| | Total current liabilities | | | 2,085 | |
| |
| |
Long-term debt | | | 15,680 | |
Members' capital | | | 6,448 | |
Contingencies | | | — | |
| |
| |
| | $ | 24,213 | |
| |
| |
The following results include only the Company's 70% pro rata interest in LNP's results of operation for the years ended December 31, 2003, 2002 and 2001:
| | 2003
| | 2002
| | 2001
| |
---|
| | (In thousands)
| |
---|
Operating revenues | | $ | 2,786 | | $ | 10,368 | | $ | 12,175 | |
Operating costs and expenses | | | (1,527 | ) | | (7,569 | ) | | (9,873 | ) |
Other expense | | | (830 | ) | | (2,835 | ) | | (1,117 | ) |
Gain on sale of membership interest | | | 8,468 | | | — | | | | |
Cumulative effect of adoption of SFAS No. 133 | | | — | | | — | | | (972 | ) |
| |
| |
| |
| |
Income (loss) from discontinued operations | | $ | 8,897 | | $ | (36 | ) | $ | 213 | |
| |
| |
| |
| |
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Note 14—Subsequent Event
On October 13, 2004, Wynn-Crosby entered into definitive agreements to sell the Company to Petrohawk Energy Corporation ("Petrohawk") for a total cash purchase price of $425 million. The sale transaction is described in Note 1. Petrohawk's Board of Directors has approved the transaction, which is expected to close by November 30, 2004. All necessary approvals from the sellers have been obtained. The transaction is subject to customary closing adjustments and conditions.
On October 21, 2004, Wynn-Crosby entered into financial derivatives for 27,000 barrels per month of its 2005 and 2006 crude oil production and 400,000 MMBtus per month of its 2005 and 2006 natural gas production. Structured as no-cost collars, the following table sets forth the prices for the respective commodity and period hedged:
| | Floor
| | Ceiling
|
---|
2005 oil collars | | $ | 43.00 | | $ | 57.00 |
2006 oil collars | | $ | 40.00 | | $ | 49.30 |
2005 gas collars | | $ | 6.35 | | $ | 10.05 |
2006 gas collars | | $ | 5.50 | | $ | 9.54 |
Note 15—Supplemental Financial Information for Oil and Gas Producing Activities
Results of Operations from Oil and Gas Producing Activities
The following table sets forth certain information with respect to the Company's results of operations from oil and gas production activities for the years ended December 31, 2003, 2002 and 2001:
| | 2003
| | 2002
| | 2001
| |
---|
| | (In thousands)
| |
---|
Oil and gas sales | | $ | 92,430 | | $ | 51,474 | | $ | 60,518 | |
Production expenses | | | (22,764 | ) | | (16,730 | ) | | (18,079 | ) |
Depreciation, depletion and amortization | | | (11,481 | ) | | (10,513 | ) | | (12,078 | ) |
Write-down of oil & gas properties | | | — | | | — | | | (1,862 | ) |
Accretion expense | | | (604 | ) | | — | | | — | |
Other | | | (306 | ) | | (296 | ) | | (219 | ) |
| |
| |
| |
| |
Results of operations | | $ | 57,275 | | $ | 23,935 | | $ | 28,280 | |
| |
| |
| |
| |
F-16
Costs Incurred Relating to Oil and Gas Producing Activities
The following table sets forth certain information with respect to costs incurred, whether expensed or capitalized, in oil and gas activities for the years ended December 31, 2003, 2002 and 2001:
| | 2003
| | 2002
| | 2001
|
---|
| | (In thousands)
|
---|
Property acquisition costs: | | | | | | | | | |
| Proved | | $ | 7,643 | | $ | 17,368 | | $ | 29,072 |
| Unproved | | | 186 | | | 153 | | | 1,366 |
Development costs | | | 16,309 | | | 7,350 | | | 13,268 |
Exploration costs | | | — | | | 29 | | | 385 |
| |
| |
| |
|
| | | 24,138 | | | 24,900 | | | 44,091 |
Asset retirement costs | | | 38 | | | — | | | — |
| |
| |
| |
|
| | $ | 24,176 | | $ | 24,900 | | $ | 44,091 |
| |
| |
| |
|
Estimated Quantities of Proved Oil and Gas Reserves
Proved reserves are estimated quantities of crude oil, natural gas, and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed reserves are those which are expected to be recovered through existing wells with existing equipment and operating methods.
Oil and gas estimates are inherently imprecise, and estimates of new discoveries are more imprecise than those of producing oil and gas properties. Accordingly, the estimates are expected to change as future information becomes available.
F-17
The following table sets forth proved oil and gas reserves applicable to the combined net interest in oil and gas properties, all of which are located within the continental United States, together with the changes therein:
| | Oil (MBbls)
| | Gas (MMcf)
| |
---|
| | (unaudited)
| |
---|
Proved reserves | | | | | |
Balance at December 31, 2000 | | 15,408 | | 115,771 | |
| Purchases of reserves in place | | 2,873 | | 18,280 | |
| Sales of reserves in place | | (92 | ) | (161 | ) |
| Extensions and discoveries | | 17 | | 7,386 | |
| Revisions of previous estimates | | (1,574 | ) | (15,741 | ) |
| Production | | (1,190 | ) | (10,669 | ) |
| |
| |
| |
Balance at December 31, 2001 | | 15,442 | | 114,866 | |
| Purchases of reserves in place | | 642 | | 10,838 | |
| Extensions and discoveries | | 45 | | 5,786 | |
| Revisions of previous estimates | | 5,720 | | 39,244 | |
| Production | | (1,181 | ) | (10,592 | ) |
| |
| |
| |
Balance at December 31, 2002 | | 20,668 | | 160,142 | |
| Purchases of reserves in place | | 502 | | 6,090 | |
| Sales of reserves in place | | (10,801 | ) | (3,366 | ) |
| Extensions and discoveries | | 331 | | 14,470 | |
| Revisions of previous estimates | | (348 | ) | 11,392 | |
| Production | | (801 | ) | (13,981 | ) |
| |
| |
| |
Balance at December 31, 2003 | | 9,551 | | 174,747 | |
| |
| |
| |
Proved developed reserves at: | | | | | |
| Balance at December 31, 2001 | | 11,755 | | 87,204 | |
| Balance at December 31, 2002 | | 16,374 | | 113,990 | |
| Balance at December 31, 2003 | | 8,892 | | 133,881 | |
The estimated quantities of proved and proved developed oil and gas reserves and the changes thereof for each of the years ended December 31, 2002, 2001 and 2000 include the 70% interest in LNP.
Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves (unaudited)
The Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves ("Standardized Measure") is a disclosure requirement under Statement of Financial Accounting Standards No. 69.
The Standardized Measure does not purport to be, nor should it be interpreted to present, the fair value of the oil and gas reserves. An estimate of fair value would also take into account, among other things, the recovery of reserves not presently classified as proved, the value of unproved properties, and consideration of expected future economic and operating conditions.
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Under the Standardized Measure, future cash inflows arc estimated by applying year-end prices, adjusted for fixed and determinable escalations, to the estimated future production of year-end proved reserves. Future cash inflows are reduced by estimated future production and development costs based on year-end costs to determine future net cash flows. Future net cash flows are discounted using a 10% annual discount rate to arrive at the Standardized Measure.
The Standardized Measure of discounted future net cash flows relating to proved oil and gas reserves as of December 31, 2003, 2002 and 2001 are as follows:
| | 2003
| | 2002
| | 2001
| |
---|
| | (In thousands)
| |
---|
Future cash inflows | | $ | 1,258,549 | | $ | 1,302,802 | | $ | 598,830 | |
Future costs and expenses: | | | | | | | | | | |
| Production and abandonment expenses | | | (341,198 | ) | | (421,397 | ) | | (226,476 | ) |
| Development expenses | | | (30,959 | ) | | (49,903 | ) | | (33,781 | ) |
| |
| |
| |
| |
Future net cash flows | | | 886,392 | | | 831,502 | | | 338,573 | |
10% annual discount for estimated tinting of cash flows | | | (439,699 | ) | | (413,624 | ) | | (158,006 | ) |
| |
| |
| |
| |
Standardized Measure of discounted future net cash flow before taxes | | $ | 446,693 | | $ | 417,878 | | $ | 180,567 | |
| |
| |
| |
| |
The Standardized Measure as of December 31, 2002 and 2001 include the 70% interest in LNP.
The estimated cash flows from future production of proved reserves were prepared on the basis of prices being received at year-end, adjusted for fixed and determinable escalations. The average oil price per barrel was approximately $32.55, $31.23 and $19.78 at December 31, 2003, 2002 and 2001, respectively. The average gas price per MMBtu was approximately $5.83, $4.59 and $2.72 at December 31, 2003, 2002 and 2001, respectively.
The Company from time to time enters into transactions to hedge the impact of oil and gas price fluctuations. The estimated impact of such transactions has not been included in the Standardized Measure of discounted future net cash flows.
F-19
Changes in the Standardized Measure before income taxes relating to proved oil and gas reserves for the years ended December 31, 2003, 2002 and 2001 are as follows:
| | 2003
| | 2002
| | 2001
| |
---|
Balance at beginning of year | | $ | 417,878 | | $ | 180,567 | | $ | 583,009 | |
Increase (decrease) | | | | | | | | | | |
| Sales of oil and gas produced, net of production expenses | | | (71,251 | ) | | (39,264 | ) | | (46,953 | ) |
| Net changes in prices and production expenses | | | 75,114 | | | 132,531 | | | (414,961 | ) |
| Extensions, discoveries and improved recoveries, net of future production expenses and development costs | | | 44,627 | | | 10,066 | | | 15,014 | |
| Purchase of minerals in place | | | 15,938 | | | 16,747 | | | 33,135 | |
| Sales of minerals in place | | | (79,371 | ) | | — | | | (2,065 | ) |
| Changes in estimated future development costs | | | (7,271 | ) | | (11,001 | ) | | (8,224 | ) |
| Revisions of previous quantity estimates | | | 16,910 | | | 124,561 | | | (23,004 | ) |
| Accretion of discount | | | 41,788 | | | 18,057 | | | 58,301 | |
| Net change in future income taxes | | | — | | | | | | — | |
| Changes in production rate (timing) and other | | | (7,669 | ) | | (14,386 | ) | | (13,685 | ) |
| |
| |
| |
| |
| | | | 28,815 | | | 237,311 | | | (402,442 | ) |
| |
| |
| |
| |
| Balance at end of year | | $ | 446,693 | | $ | 417,878 | | $ | 180,567 | |
| |
| |
| |
| |
Changes in the Standardized Measure include the 70% interest in LNP for the years ended December 31, 2003, 2002 and 2001.
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QuickLinks
Wynn-Crosby Energy, Inc. and Affiliated Partnerships Combined Financial Statements December 31, 2003Table of ContentsReport of Independent Registered Public Accounting FirmWynn-Crosby Energy, Inc. and Affiliated Partnerships Combined Balance SheetsWynn-Crosby Energy, Inc. and Affiliated Partnerships Combined Statements of IncomeWynn-Crosby Energy, Inc. and Affiliated Partnerships Combined Statements of Owners' InvestmentWynn-Crosby Energy, Inc. and Affiliated Partnerships Combined Statements of Cash FlowsWynn-Crosby Energy, Inc. and Affiliated Partnerships Notes to Combined Financial Statements