EX-99.1 CHARTER 4 driexhibit991.htm DRI EXHIBIT 99.1 LOUIS DREYFUS NATURAL GAS CORP

EXHIBIT 99.1

LOUIS DREYFUS NATURAL GAS CORP.
Consolidated Balance Sheets
(dollars in thousands)

ASSETS

 

September 30,
        2001         

December 31,
       2000       

 

(unaudited)

 

CURRENT ASSETS

 

 

Cash and cash equivalents

$ 5,262 

$ 2,799 

Receivables:

 

 

  Oil and gas sales

56,813 

109,488 

  Joint interest and other, net

11,971 

9,098 

  Income taxes

9,276 

Fixed-price contracts and other derivatives

73,685 

1,004 

Prepaids and other

         4,876 

         4,623 

  Total current assets

     152,607 

     136,288 

 

 

PROPERTY AND EQUIPMENT, at cost, based on successful efforts    accounting


2,194,887 


1,951,520 

Less accumulated depreciation, depletion and amortization

  (664,718)

   (591,305)

 

  1,530,169 

   1,360,215 

OTHER ASSETS

 

 

Fixed-price contracts and other derivatives

64,306 

752 

Other, net

         4,306 

         4,710 

 

       68,612 

         5,462 

 

$1,751,388 

$1,501,965 

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

 

 

Accounts payable

$    71,785 

$     46,065 

Revenues payable

19,761 

19,794 

Accrued liabilities

21,646 

14,984 

Fixed-price contracts and other derivatives

        8,327 

   126,255 

  Total current liabilities

    121,519 

   207,098 

LONG-TERM DEBT

    514,145 

606,909 

 

 

 

DEFERRED CREDITS AND OTHER LONG-TERM LIABILITIES

 

 

Deferred revenue

9,450 

11,277 

Fixed-price contracts and other derivatives

46,134 

103,447 

Deferred income taxes

187,641 

19,222 

Other

      20,341 

      21,193 

 

    263,566 

   155,139 

STOCKHOLDERS' EQUITY

 

 

Preferred stock, par value $.01; 10 million shares authorized; no shares   outstanding



Common stock, par value $.01; 100 million shares authorized; issued and
   outstanding, 44,168,797 and 43,689,774 shares, respectively


442 


437 

Paid-in capital

510,623 

504,989 

Retained earnings

289,494 

126,409 

Accumulated other comprehensive income (loss)

62,804 

(99,005)

Treasury stock, at cost, 359,315 and 589 common shares, respectively

    (11,205)

           (11)

 

     852,158 

      532,819 

 

$1,751,388 

$1,501,965 

See accompanying condensed notes to unaudited consolidated financial statements.

Page 2

LOUIS DREYFUS NATURAL GAS CORP.
Consolidated Statements of Income (unaudited)
(in thousands, except per share data)

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

2001

2000

 

2001

2000

 

 

 

 

 

 

REVENUES

 

 

 

 

 

Oil and gas sales

$141,629 

$127,330

 

$506,709

$313,814 

Change in derivative fair value

(861)

6,645

 

2,177

(13,463)

Other income

      845 

      486

 

    2,123

    2,568 

 

  141,613 

  134,461

 

  511,009

  302,919 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

Operating costs

21,664 

23,601

 

78,240

60,212 

General and administrative

6,358 

5,720

 

19,962

17,421 

Exploration costs

2,148 

12,115

 

20,754

19,386 

Depreciation, depletion and amortization

32,095 

34,058

 

97,189

94,143 

Impairment

3,957 

-

 

6,563

4,569 

Interest

   7,691 

11,018

 

   24,469

   30,326 

 

  73,913 

86,512

 

  247,177

 226,057 

 

 

 

 

 

 

Income before income taxes

67,700 

47,949

 

263,832

76,862 

Income tax provision

   25,829 

18,524

 

  100,747

   29,510 

NET INCOME

$ 41,871 

$ 29,425

 

$163,085

$ 47,352 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

Basic

$        .96

$       .68

 

$      3.72

$     1.15

 

 

 

 

 

 

Diluted

$        .94

$       .66

 

$      3.65

$     1.12

 

 

 

 

 

 

Weighted average number of common shares:

 

 

 

 

 

Basic

43,824

43,065

 

43,884

41,323

Diluted

44,436

44,331

 

44,623

42,327


See accompanying condensed notes to unaudited consolidated financial statements.

Page 3

LOUIS DREYFUS NATURAL GAS CORP.
Consolidated Statements of Cash Flows (unaudited)
(in thousands)

 

 

 

 

 

Nine Months Ended
September 30,

 

 

2001

 

2000

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

Net income

$163,085 

 

$ 47,352 

Items not affecting cash flows:

 

 

 

  Depreciation, depletion and amortization

97,189 

 

94,143 

  Impairment

6,563 

 

4,569 

  Deferred income taxes

69,245 

 

27,039 

  Exploration costs

20,754 

 

19,386 

  Change in derivative fair value

(2,177)

 

13,463 

  Other

935 

 

(262)

Net change in operating assets and liabilities:

 

 

 

  Accounts receivable

58,884 

 

(57,977)

  Prepaids and other

(253)

 

(1,679)

  Accounts payable

25,720 

 

7,341 

  Accrued liabilities

6,888 

 

8,691 

  Income taxes payable

2,008 

 

(31)

  Revenues payable

        (33)

 

      6,121 

 

  448,808 

 

  168,156 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

Exploration and development expenditures

(284,993)

 

(195,718)

Acquisition of proved oil and gas properties

(6,752)

 

(158,419)

Additions to other property and equipment

(2,961)

 

(4,291)

Proceeds from sale of property and equipment

1,352 

 

10,986 

Payment of option premiums

(39,489)

 

Change in other assets

        (77)

 

         344 

 

(332,920)

 

(347,098)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

Proceeds from bank borrowings

314,100 

 

479,350 

Repayments of bank borrowings

(406,900)

 

(367,350)

Repayments of subordinated notes

 

(6,549)

Proceeds from issuance of common stock

 

70,934 

Proceeds from stock option exercises and other

4,710 

 

9,652 

Sale (purchase) of treasury shares

(12,099)

 

49 

Change in deferred revenue

(1,827)

 

(1,661)

Change in gains from price-risk management activities

(10,099)

 

(9,544)

Change in other long-term liabilities

     (1,310)

 

   (2,960)

 

(113,425)

 

  171,921

Change in cash and cash equivalents

2,463 

 

(7,021)

Cash and cash equivalents, beginning of period

      2,799 

 

     9,660 

 

 

 

 

Cash and cash equivalents, end of period

$     5,262 

 

$   2,639 

 

 

 

 

See accompanying condensed notes to unaudited consolidated financial statements

Page 4

LOUIS DREYFUS NATURAL GAS CORP.
Condensed Notes to Consolidated Financial Statements (unaudited)
September 30, 2001


Note 1 -- Accounting Principles and Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q as prescribed by the Securities and Exchange Commission. All material adjustments, consisting of normal and recurring adjustments and impairment charges, which, in the opinion of management, were necessary for a fair presentation of the results for the interim periods have been reflected. The results of operations for the three-month and nine-month periods ended September 30, 2001 are not necessarily indicative of the results to be expected for the full year. Reference is made to our Annual Report on Form 10-K for the year ended December 31, 2000 for an expanded discussion of our financial disclosures and accounting policies.

In the third quarter of 2001, an impairment charge of $4.0 million was recorded for one onshore natural gas field in the Gulf Coast region. The impairment resulted from the combination of a downward revision in proved reserves and a decrease in oil and natural gas prices. We are unaware of any other fields which may be impaired because of performance or other reasons. However, future impairments may be recognized as a result of numerous factors, all of which are beyond our ability to control or predict.


Note 2 -- Hedging

We reduce our exposure to unfavorable changes in oil and natural gas prices by utilizing fixed-price physical delivery contracts, energy swaps, collars, options and basis swaps. We also enter into interest rate swap contracts to reduce our exposure to adverse interest rate fluctuations. These derivative instruments are accounted for pursuant to Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS 133). All of our fixed-price contracts and interest rate swaps are designated as cash flow hedges. Change in derivative fair value in the statements of income for the three-month and the nine-month periods ended September 30, 2001 and 2000 is comprised of the following:

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

2001

2000

 

2001

2000

 

 

(in thousands)

 

CHANGE IN DERIVATIVE FAIR VALUE

 

 

 

 

 

Change in fair value of derivatives not qualifying for

 

 

 

 

 

  hedge accounting

$  2,971 

$  9,359 

 

$  5,840 

$  (6,876)

Amortization of derivative fair value gains and losses

 

 

 

 

 

  recognized in earnings prior to actual cash settlements

(2,983)

(2,051)

 

(8,327)

(6,397)

Ineffective portion of derivatives qualifying for hedge

 

 

 

 

 

  accounting

   (849)

  (663)

 

  4,664 

     (190)

 

 

 

 

 

 

 

$  (861)

$  6,645 

 

$  2,177 

$(13,463)

 

 

 

 

 

 

Despite certain fixed-price contracts failing the effectiveness guidelines of SFAS 133 from time to time, fixed-price contracts continue to be highly effective in achieving the risk management objectives for which they were intended.

The change in carrying value of fixed-price contracts and interest rate swaps in the balance sheet since December 31, 2000 resulted from a decrease in market prices for natural gas and a decrease in interest rates. The majority of this change in fair value was reflected in accumulated other comprehensive income, net of deferred tax effects. Derivative assets and liabilities reflected as current in the September 30, 2001 balance sheet represent the estimated fair value of fixed-price contract settlements scheduled to occur over the subsequent twelve-month period based on market prices for oil and gas as of the balance sheet date. The offsetting change in value of the associated hedged production has not been reflected in the accompanying balance sheet. The contract settlement amounts are not receivable or payable until the monthly period that the related underlying hedged transaction occurs.

Page 5

LOUIS DREYFUS NATURAL GAS CORP.
Condensed Notes to Consolidated Financial Statements (unaudited)
September 30, 2001


The estimated fair values of fixed-price contracts as of September 30, 2001 and December 31, 2000 are provided below. The associated carrying values of these contracts are equal to the estimated fair values for each period presented.

 

 

 

 

September 30,
2001

 

December 31,
2000

 

(in thousands)

 

 

 

 

Derivative assets:

 

 

 

  Fixed-price natural gas swaps

$   17,312 

 

$   - 

  Fixed-price natural gas collars

105,483 

 

  Fixed-price natural gas delivery contracts

10,822 

 

  Natural gas basis swaps

4,374 

 

  Interest rate swaps

 

1,756 

Derivative liabilities:

 

 

 

  Fixed-price natural gas swaps

(9,265)

 

(55,923)

  Fixed-price natural gas collars

-

 

(26,054)

Fixed-price natural gas delivery contracts

(41,982)

 

(146,234)

  Natural gas basis swaps

(351)

 

(1,491)

  Interest rate swaps

  (2,863)

 

                - 

 

$   83,530 

 

$(227,946)

The fair value of fixed-price contracts as of September 30, 2001 and December 31, 2000 was estimated based on market prices of natural gas and crude oil for the periods covered by the contracts. The net differential between the prices in each contract and market prices for future periods, as adjusted for estimated basis, has been applied to the volumes stipulated in each contract to arrive at an estimated future value. This estimated future value was discounted on a contract-by-contract basis at rates commensurate with our estimation of contract performance risk and counterparty credit risk. The fair value of options and other derivative instruments which contain options (such as collar structures) has been estimated based on remaining term, volatility and other factors. The terms and conditions of our fixed-price physical delivery contracts and certain financial swaps are uniquely tailored to our circumstances. In addition, certain fixed-price contracts hedge gas production for periods beyond five years into the future. The market for natural gas beyond the five-year horizon is illiquid and published market quotations are not available. We have relied upon near-term market quotations, longer-term over-the-counter market quotations and other market information to determine fair value estimates. The fair value of the interest rate swaps was based on market interest rates as of each respective date.

Note 3 -- Litigation

Louis Dreyfus Natural Gas Corp. is one of numerous defendants in several lawsuits originally filed in 1995, subsequently consolidated with related litigation, and now pending in the Texas 93rd Judicial District Court in Hildago County, Texas. The lawsuit alleges that the plaintiffs, a group of local landowners and businesses, have suffered damages including, but not limited to, property damage and lost profits of approximately $60 million as the result of an underground hydrocarbon plume within the city of McAllen, Texas. The lawsuit alleges that gas wells and related pipeline facilities operated by us, and other facilities operated by other defendants, caused the plume. In August 1999, the plaintiff's experts produced reports that suggested we might be considered a significant contributor to the plume. Our investigation into this matter has not found any leaks or discharges from our facilities. In addition, our investigation has revealed the plume to be unrelated to our gas wells and facilities. Trial is not anticipated to commence during 2001. We will vigorously defend our interests in this case. We do not presently expect the ultimate outcome of the case to have a material adverse impact on our financial position or results of operations; however, results of litigation are inherently unpredictable.

 

Page 6

LOUIS DREYFUS NATURAL GAS CORP.
Condensed Notes to Consolidated Financial Statements (unaudited)
September 30, 2001

We were a defendant in various other legal proceedings as of September 30, 2001, which are routine and incidental to our business. We will vigorously defend our interests in these proceedings. While the ultimate results of all these proceedings cannot be predicted with certainty, we do not believe that the outcome of these matters will have a material adverse effect on our financial position or results of operations.

Note 4 -- Comprehensive Income (Loss)

Components of comprehensive income (loss) for the three-month and the nine-month periods ended September 30, 2001 and 2000, are as follows:

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

2001

2000

 

2001

2000

 

 

(in thousands)

 

 

 

 

 

 

 

Net income

$  41,871 

$   29,425 

 

$163,085 

$   47,352 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

  Reclassification adjustments - contract     settlements


(23,066)


12,877 

 


(6,589)


23,718 

  Change in fixed-price contract and other     derivative fair value


  50,987
 


  (56,135)

 


  168,398
 


(121,298)

Comprehensive income (loss)

$  69,792 

$(13,833)

 

$324,894 

$(50,228)

 

 

 

 

 

 

 

 

 

 

 

 

Note 5 -- Stock Repurchase Program

On April 25, 2001, our Board of Directors authorized up to $40 million for the purchase of our common stock in the open market from time to time. As of September 30, 2001, we had repurchased 335,200 common shares for a total of $10.4 million under this program.

Note 6 -- Merger

On October 30, 2001, the shareholders of Louis Dreyfus Natural Gas Corp. approved the merger of the company with and into a wholly owned subsidiary of Dominion Resources, Inc. The merger consideration was $20.00 and .3226 shares of Dominion Resources common stock for each common share of Louis Dreyfus. The merger closed October 31, 2001, the last day of trading for the Louis Dreyfus common stock.