EX-99.2 3 h22197aexv99w2.htm UNAUDITED FINANCIAL STATEMENTS exv99w2
 

Exhibit 99.2

Endeavour Energy Norge AS
(formerly OER oil AS )

Unaudited Financial Statements

For the nine months ended 30 September 2003 and 2004

 


 

Endeavour Energy Norge AS (formerly OER oil AS)
Unaudited Financial Statements
for the Nine Months Ended September 30, 2004 and 2003

PROFIT AND LOSS STATEMENT
For the nine months ended September 30, 2004 and 2003

                 
 
1000 NOK   2004     2003  
(Unaudited)     (Unaudited)  
Sales revenues
    155 051       109 820  
Other operating revenues
           
 
Operating revenues
    155 051       109 820  
 
 
               
Production expenses
    (52 427 )     (50 544 )
Change in underlift
    (7 941 )     1 983  
Salaries and other personnel costs
    (8 030 )     (5 650 )
Depreciation
    (12 641 )     (12 498 )
 
Operating expenses
    (81 039 )     (66 709 )
 
               
OPERATING INCOME
    74 012       43 111  
 
               
Interest income
    1 670       224  
Interest expenses
    (1 914 )     (4 259 )
Other financial expenses
    (1 897 )     (1 225 )
 
Net financial items
    (2 141 )     (5 260 )
 
               
INCOME BEFORE TAXES
    71 871       37 851  
 
               
Corporate income taxes on ordinary income
    (41 303 )     (29 695 )
 
               
NET INCOME FOR THE PERIOD
    30 568       8 156  

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Endeavour Energy Norge AS (formerly OER oil AS)
Unaudited Financial Statements
for the Nine Months Ended September 30, 2004 and 2003

BALANCE SHEETS
As of 30 September, 2004 and 31 December, 2003

                 
    30 September,     31 December,  
1000 NOK   2004     2003  
    (Unaudited)          
Deferred tax assets
    8 850       43 257  
 
Intangible assets
    8 850       43 257  
 
 
               
 
Tangible assets
    85 682       79 000  
 
 
               
 
Fixed assets
    94 532       122 257  
 
 
               
Underlift
    1 108       5 358  
Accounts receivable
    27 404       7 699  
Other receivables
    30 479       35 474  
Cash and bank
    41 538       18 627  
 
Current assets
    100 529       67 158  
 
 
               
ASSETS
    195 061       189 415  

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Endeavour Energy Norge AS (formerly OER oil AS)
Unaudited Financial Statements
for the Nine Months Ended September 30, 2004 and 2003

BALANCE SHEETS
As of 30 September, 2004 and 31 December, 2003

                 
 
    30 September,     31 December,  
1000 NOK   2004     2003  
    (Unaudited)          
Share capital
    5 334       5 334  
Share premium reserve
    28 466       28 466  
 
Paid-in equity
    33 800       33 800  
 
Other equity
    57 109       26 541  
 
 
               
 
Equity
    90 909       60 341  
 
 
               
Provisions decommissioning & abandonment
    15 191       9 584  
 
Provisions
    15 191       9 584  
 
 
               
Loans
    83 000       10 000  
 
Long term liabilities
    83 000       10 000  
 
 
               
Bank liabilities
          14 409  
Accounts payable
    2 862       2 016  
Accrued social security and withholding taxes
          386  
Other current liabilities
    3 099       92 679  
 
Current liabilities
    5 961       109 490  
 
 
               
EQUITY AND LIABILITIES
    195 061       189 415  
 
               
Pledges
    102 000       22 000  
 

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Endeavour Energy Norge AS (formerly OER oil AS)
Unaudited Financial Statements
for the Nine Months Ended September 30, 2004 and 2003

CASH FLOW STATEMENTS
For the nine months ended September 30, 2004 and 2003

                 
 
1000 NOK   2004     2003  
    (Unaudited)     (Unaudited)  
Cash flows from operations
               
Income before taxes
    71 871       37 851  
Taxes paid
    (6 916 )     (23 206 )
Depreciation
    12 641       12 498  
Increase current assets
    (10 460 )     (15 767 )
Increase/(decrease) short term liabilities
    (103 509 )     101 344  
Provision for decommissioning and abandonment
    5 458       6 331  
 
               
 
CASH FLOWS FROM (USED IN) OPERATIONS
    (30 915 )     119 051  
 
 
               
Cash flows used for investments
               
Investment in tangible assets
    (19 323 )     (83 711 )
 
               
 
CASH FLOWS USED FOR INVESTMENTS
    (19 323 )     (83 711 )
 
 
               
Cash flows from financing
               
Increase/(decrease) long term liabilities
    149        
Proceeds from borrowings
    73 000        
Proceeds from share issue
            30 000  
 
CASH FLOWS FROM FINANCING
    73 149       30 000  
 
 
               
Net change in cash and bank
    22 911       65 340  
 
               
Cash and bank 1 January
    18 627       619  
 
               
CASH AND BANK 30 SEPTEMBER
    41 538       65 959  

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Endeavour Energy Norge AS (formerly OER oil AS)
Unaudited Financial Statements
for the Nine Months Ended September 30, 2004 and 2003

ACCOUNTING PRINCIPLES

The accompanying interim financial statements of Endeavour Energy Norge AS (formerly OER oil AS) (“OER” or the “Company”) have been prepared in accordance with accounting principles generally accepted in Norway (“N GAAP”). Accordingly, they do not include all of the information and footnotes required by N GAAP for complete financial statements. A reconciliation of the interim financial statements under N GAAP to accounting principles generally accepted in the United States (“US GAAP”) is included in Note 2. On January 10, 2005, OER oil AS was renamed Endeavour Energy Norge AS.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The principal accounting policies used in the preparation of these financial statements are set out below.

These interim financial statements should be read in conjunction with the audited financial statements and accompanying notes included in the Company’s financial statements for the year ended December 31, 2003.

The consolidated accounts comprise OER oil AS and its 100% owned subsidiary OER energy AS. All intercompany balances and transactions have been eliminated on consolidation.

As a consequence of the approval by the Norwegian Ministry of Finance in December 2003, all assets and related activities in OER energy AS were transferred to OER oil AS.

In those licenses which OER oil AS participates in joint ventures within the oil and gas industry, the company’s shares are accounted for in accordance with the proportionate consolidation method.

Preparation of financial statements in accordance with generally accepted accounting principles requires that management make estimates and assumptions affecting 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 reporting period. Actual results could differ from those estimates.

NOTES TO THE ACCOUNTS

Note 1. Loans

                 
1000 NOK   30.09.2004     31.12.2003  
 
Bank debt
    53 000        
Convertible loan
    30 000       10 000  
 
Total
    83 000       10 000  
 

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Endeavour Energy Norge AS (formerly OER oil AS)
Unaudited Financial Statements
for the Nine Months Ended September 30, 2004 and 2003

In January 2004, the Company entered into a debt agreement with Handelsbanken for MNOK 65, of which MNOK 53 is currently outstanding, and bears interest at the 6-month Norwegian Inter-Bank Offering Rate (NIBOR) plus 1.4%. The debt is repayable in semi-annual installments through January 2006. In addition, Handelsbanken has provided a guarantee of up to MNOK 16 to the operator of the Brage and Njord fields and the Norwegian Ministry of Petroleum and Energy for the abandonment and decommissioning costs for these fields.

The Handelsbanken agreement contains customary covenants, including but not limited to, limitations on OER’s ability to incur liens, make acquisitions and investments, or sell or transfer assets. Additionally, OER may not permit its book equity to fall below 25%.

The convertible loan of MNOK 30 is from Lundin Petroleum B.V. The loan agreement for a total facility of MNOK 30, was entered into 27 December 2002 and was convertible into 20 million shares of the Company’s shares, contingent upon OER not repaying the loan upon maturity. The loan is interest free, and is due for repayment at the end of 2005. The convertible loan is subordinated to any other bank debt.

Note 2. Other Current Liabilities

                 
1000 NOK   30.09.2004     31.12.2003  
 
Other interest-bearing debt
          80 300  
Other current liabilities
    3 099       12 379  
 
Total
    3 099       92 679  
 

Other interest bearing debt is an amount due to Aker Maritime Finance AS in connection with the Company’s acquisition of Aker Energy AS and bears interest at 4.5%. The loan was repaid in 2004.

Note 3. Provisions Decommissioning & Abandonment

The company is providing for future decommissioning and abandonment liabilities in producing fields in accordance with the unit of production method. The basis for the total liabilities is estimates received from the operators of the respective fields.

Note 4. Bank Liabilities

                 
1000 NOK   30.09.2004     31.12.2003  
 
Bank liabilities
          14 409  

Bank liabilities represent an overdraft facility with Union Bank of Norway for a maximum of MNOK 20. All outstanding balances were repaid during 2004.

Note 5. Pledges

During the nine months ended September 30, 2004, the Company pledged an additional amount connected to a credit line of USD 5 million and a term loan of NOK 65 million

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Endeavour Energy Norge AS (formerly OER oil AS)
Unaudited Financial Statements
for the Nine Months Ended September 30, 2004 and 2003

given by the bank, Handelsbanken. Receivables, inventory, certain bank accounts and deposits were pledged with the aggregate value of NOK 102 million. The credit line of NOK 20 million with the bank Gjensidige NOR and the accompanied pledge were abolished in January 2004.

Note 6. Subsequent Event

On November 23, 2004, Endeavour International Corporation’s Norwegian subsidiary, Endeavour Energy Norge AS, acquired a majority interest in OER from Lundin Petroleum B.V. (“Lundin”). Pursuant to the Share Sale and Purchase Agreement, Endeavour paid Lundin NOK (Norwegian kroner) 172,500,000 in cash for all of Lundin’s shares in OER, representing about 76% of the outstanding shares of OER.

On November 10, 2004, Endeavour Norge entered into agreements (each a “Purchase Agreement,” and collectively the “Purchase Agreements”) with the twenty-four minority interest holders of OER, including certain members of OER’s management, to purchase the remaining 23.34% interest in OER. Pursuant to the Purchase Agreements, Endeavour Norge will purchase 1,299,772 shares in OER for consideration of NOK 6.98 and 1.68 shares of Endeavour International Corporation common stock per share of OER. The number of shares of Endeavour International Corporation common stock to be issued as consideration under the Purchase Agreements is subject to downward adjustment to reflect any changes in OER’s claimed loss carryforwards as of December 31, 2003 and other estimated tax amounts.

Assuming no adjustments are made to the share consideration to be paid under the Purchase Agreements, the aggregate consideration to be paid for OER would be approximately NOK 181.6 million in cash and 2,183,617 shares of Endeavour International Corporation common stock.

Note 7. Summary of Significant Differences Between Generally Accepted Accounting Principles in Norway and the United States of America

The financials statements of the company have been prepared in conformity with N GAAP, which differs in certain respects from generally accepted accounting principles in the United States of America (US GAAP). The following is a summary of the significant adjustments to net income (loss) for the year when reconciling amounts recorded in the consolidated financial statements to the corresponding amounts in accordance with US GAAP.

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Endeavour Energy Norge AS (formerly OER oil AS)
Unaudited Financial Statements
for the Nine Months Ended September 30, 2004 and 2003

                     
        Nine months ended 30  
        September  
1000 NOK   Notes   2004     2003  
 
Net income for the year under N GAAP
        30 568       8 156  
 
                   
US GAAP Adjustments:
                   
Asset retirement obligation:
                   
Reversal of OER units-of-production – production expenses
  a)     5 458       6 331  
Accretion
  a)     (2 630 )     (2 165 )
Depreciation:
                   
Impact of asset retirement obligation
  a)     (6 382 )     (6 259 )
Impact of US full cost reserves
  b)     (9 629 )     (9 985 )
Impact of tax step-up
  c)     (32 491 )     (31 865 )
Tax effect of US GAAP adjustments
  d)     39 438       37 474  
 
 
        (6 236 )     (6 469 )
 
                   
Net income (loss) for the nine months under US GAAP
        24 332       1 687  
 
                     
        September     December  
1000 NOK   Notes   30, 2004     31, 2003  
 
Equity under N GAAP
        90909       60341  
 
                   
US GAAP Adjustments:
                   
Asset retirement obligation:
                   
Reversal of OER units-of-production – production expenses
  a)     15042       9584  
Accretion
  a)     (5877 )     (3247 )
Depreciation:
                   
Impact of asset retirement obligation
  a)     (14686 )     (8304 )
Impact of US full cost reserves
  b)     (24110 )     (14481 )
Impact of tax step-up
  c)     (74769 )     (42278 )
Tax effect of US GAAP adjustments
  d)     91692       52254  
 
 
        (12708 )     (6472 )
 
                   
Equity under US GAAP
        78201       53869  
 


a) Asset Retirement Obligation – Under US GAAP, Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations” requires companies to record the fair value of the liability for closure and removal costs associated with the legal obligations upon retirement or removal of any tangible long-lived assets. Under this standard, the initial recognition of the liability occurs in the period

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Endeavour Energy Norge AS (formerly OER oil AS)
Unaudited Financial Statements
for the Nine Months Ended September 30, 2004 and 2003

in which it is incurred and a reasonable estimate can be made. In subsequent periods, amounts due to the passage of time are recorded as accretion and revisions to the estimate are recorded as an adjustment to the liability. Upon recognition of the liability, the related asset is capitalized as part of the asset cost for the amount of the liability and amortized over the related assets estimated useful life on the unit of production basis for oil and gas operations. Under N GAAP, provisions for decommissioning and abandonment are calculated in accordance with the unit of production method and recorded as production expenses in the income statement with a corresponding recording of the liability provision. For the US GAAP adjustment for December 31, 2003, a liability and corresponding asset of NOK 40.6 million was recognized. Included in the US GAAP adjustment for the nine months ended September 30, 2004 and 2003 NOK 2.6 million and NOK 2.2 million, respectively, of accretion expense and NOK 6.4 million and NOK 6.3 million, respectively, of depreciation.

b) Full Cost Method of Accounting for Oil and Gas Operations – Under US GAAP, depreciation for oil and gas operations is calculated based on proved reserves and country by country cost centres. Under N GAAP, depreciation has been calculated on proved and probable reserves on a field by field basis. For the nine months ended September 30, 2004 and 2003, NOK 13.9 million and NOK 12.3 million, respectively, of additional DD&A was recognized under US GAAP.

c) Purchase of Assets – Under US GAAP, Emerging Issues Task Force Issue (“EITF”) No. 98-11, “Accounting for Acquired Temporary Differences in Certain Purchase Transactions That Are Not Accounted for as Business Combinations,” the assigned value of the asset and the related deferred tax asset or liability should be determined under the simultaneous equations method in determining amount of deferred taxes applicable to the transaction.

Under N GAAP, additional deferred taxes were not provided on the transaction to acquire the interests in the producing fields Brage and Njord from Norsk Hydro and any difference between the financial and tax bases are treated as permanent differences. Under US GAAP, an additional asset of NOK 206.6 million was recorded at the time of the acquisition with an offsetting increase to deferred tax liabilities.

In accordance with EITF No. 98-11, any deferred credit arising from the application of this Issue should not be classified as part of deferred tax liabilities or as an offset to deferred tax assets. Under N GAAP, the deferred credit arising from the tax loss acquired through the acquisition of Aker Energy AS was classified as an offset to deferred tax assets. At December 31, 2003, an additional amount of NOK 16.7 million has been recorded as an increase to deferred tax assets with the offset recorded to other liabilities.

d) Deferred tax effect of US GAAP adjustments at a rate of 78% for all items except for the book tax difference related to certain licences. Under US GAAP, income taxes are based on the liability method. Under N GAAP, income taxes are also based on the liability method, with the exception of book and tax differences related to licenses. Certain licenses are non-deductible and under N GAAP no deferred tax liability is recognized.

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Endeavour Energy Norge AS (formerly OER oil AS)
Unaudited Financial Statements
for the Nine Months Ended September 30, 2004 and 2003

Comprehensive income under US GAAP is the same as net income under US GAAP for all periods presented.

There are no significant differences in cash from operations, cash used by investments and cash from financing under N GAAP versus net cash provided by operating activities, net cash used in investing activities and net cash provided by financing activities under US GAAP for all periods presented.

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