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MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Enerplus Resources Fund is responsible for establishing and maintaining adequate internal control over financial reporting for the Fund. Under the supervision of our Chief Executive Officer and our Chief Financial Officer we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment, we have concluded that as of December 31, 2007, our internal control over financial reporting is effective.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even those systems determined to be effective can provide only reasonable assurance with respect to the financial statement preparation and presentation.

The effectiveness of the Fund's internal control over financial reporting as of December 31, 2007, has been audited by Deloitte & Touche LLP, the Fund's Independent Registered Chartered Accountants, who also audited the Fund's Consolidated Financial Statements for the year ended December 31, 2007.

REPORT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS

To the Board of Directors of Enermark Inc. and

Unitholders of Enerplus Resources Fund:

We have audited the internal control over financial reporting of Enerplus Resources Fund and subsidiaries (the "Fund") as of December 31, 2007, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Fund's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Fund's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Fund maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2007 of the Fund and our report dated February 27, 2008 expressed an unqualified opinion on those financial statements and included a separate report titled Comments by Independent Registered Chartered Accountants on Canada‑United States of America Reporting Difference referring to changes in accounting principles.

 

Independent Registered Chartered Accountants
Calgary, Canada
February 27, 2008

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS

In management's opinion, the accompanying consolidated financial statements of Enerplus Resources Fund (the "Fund") have been prepared within reasonable limits of materiality and in accordance with Canadian generally accepted accounting principles. Since a precise determination of many assets and liabilities is dependent on future events, the preparation of financial statements necessarily involves the use of estimates and approximations. These have been made using careful judgment and with all information available up to February 27, 2008. Management is responsible for all information in the annual report and for the consistency, therewith, of all other financial and operating data presented in this report.

To meet its responsibility for reliable and accurate financial statements, management has established and monitors systems of internal control which are designed to provide reasonable assurance that financial information is relevant, reliable and accurate, and that assets are safeguarded and transactions are executed in accordance with management's authorization.

The consolidated financial statements have been examined by Deloitte & Touche LLP, Independent Registered Chartered Accountants. Their responsibility is to express a professional opinion on the fair presentation of the consolidated financial statements in accordance with Canadian generally accepted accounting principles. The Independent Registered Chartered Accountants Report outlines the scope of their examination and sets forth their opinion.

The Audit Committee, consisting exclusively of independent directors, has reviewed these statements with management and the Independent Registered Chartered Accountants and has recommended their approval to the Board of Directors. The Board of Directors has approved the consolidated financial statements of the Fund.

 

Gordon J. Kerr
President and
Chief Executive Officer


Calgary, Alberta
February 27, 2008

Robert J. Waters
Senior Vice President and
Chief Financial Officer

REPORT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS

To the Board of Directors of Enermark Inc. and Unitholders of Enerplus Resources Fund:

We have audited the accompanying consolidated balance sheets of Enerplus Resources Fund and subsidiaries (the "Fund") as at December 31, 2007 and 2006, and the related consolidated statements of income, accumulated deficit, comprehensive income, accumulated other comprehensive income and cash flows for the years then ended. These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). These 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, these consolidated financial statements present fairly, in all material respects, the financial position of Enerplus Resources Fund and subsidiaries as at December 31, 2007 and 2006, and the results of their operations and their cash flows for the years then ended in accordance with Canadian generally accepted accounting principles.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Fund's internal control over financial reporting as of December 31, 2007, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2008 expressed an unqualified opinion on the Fund's internal control over financial reporting.

 

Independent Registered Chartered Accountants
Calgary, Canada
February 27, 2008

COMMENTS BY INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS ON CANADA-UNITED STATES OF AMERICA REPORTING DIFFERENCE

The standards of the Public Company Accounting Oversight Board  (United States) require the addition of an explanatory paragraph (following the opinion paragraph) when there are changes in accounting principles that have a material effect on the comparability of the Fund's financial statements, such as the changes described in Notes 2, 12 and 16 to the consolidated financial statements. Although we conducted our audits in accordance with both Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States), our report to the Board of Directors of Enermark Inc. and Unitholders of Enerplus Resources Fund, dated February 27, 2008, is expressed in accordance with Canadian reporting standards which do not require a reference to such changes in accounting principles in the auditors' report when the changes are properly accounted for and adequately disclosed in the financial statements.

 

Independent Registered Chartered Accountants
Calgary, Canada
February 27, 2008

CONSOLIDATED BALANCE SHEETS

As at December 31 (CDN$ thousands)

2007

2006

Assets

 

 

Current assets

 

 

Cash

$     1,702

$     124

Accounts receivable

145,602

175,454

Deferred financial assets (Notes 2 and 3)

10,157

23,612

Future income taxes (Note 11)

10,807

-

Other current

6,373

6,715

 

174,641

205,905

Property, plant and equipment (Note 4)

3,872,818

3,726,097

Goodwill (Note 1(f))

195,112

221,578

Other assets (Note 12)

60,559

50,224

 

 

 

 

$ 4,303,130

$ 4,203,804

Liabilities

 

 

Current liabilities

 

 

Accounts payable

$   269,375

$   284,286

Distributions payable to unitholders

54,522

51,723

Deferred financial credits (Notes 2 and 3)

52,488

-

 

376,385

336,009

Long-term debt (Note 7)

726,677

679,774

Deferred financial credits (Notes 2 and 3)

90,090

-

Future income taxes (Note 11)

304,259

331,340

Asset retirement obligations (Note 5)

165,719

123,619

 

1,286,745

1,134,733

Equity

 

 

Unitholders' capital (Note 10)

 

 

Trust Units

 

 

Authorized:                           Unlimited

 

 

Issued and Outstanding:      2007 - 129,813,445

 

 

                                             2006 - 123,150,820

4,032,680

3,713,126

 

 

 

Accumulated deficit

(1,283,953)

(971,085)

Accumulated other comprehensive income (Notes 1(j) and 2)

(108,727)

(8,979)

 

(1,392,680)

(980,064)

 

2,640,000

2,733,062

 

 

 

 

$ 4,303,130

$ 4,203,804

 

Signed on behalf of the Board of Directors:

 

Douglas R. Martin
Director

Robert L. Normand
Director

CONSOLIDATED STATEMENTS OF ACCUMULATED DEFICIT

For the year ended December 31 (CDN$ thousands)

2007

2006

 

 

 

Accumulated income, beginning of year

$  1,952,960

$  1,408,178

Adjustment for adoption of financial instruments standards (Note 2)

(5,724)

-

Revised Accumulated income, beginning of year

1,947,236

1,408,178

Net income

339,691

544,782

Accumulated income, end of year

$  2,286,927

$  1,952,960

 

 

 

Accumulated cash distributions, beginning of year

$(2,924,045)

$(2,309,705)

Cash distributions

(646,835)

(614,340)

Accumulated cash distributions, end of year

$(3,570,880)

$(2,924,045)

 

 

 

Accumulated deficit, end of year

$   (1,283,953)

$   (971,085)

CONSOLIDATED STATEMENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME

For the year ended December 31 (CDN$ thousands)

2007

2006

 

 

 

Balance, beginning of year

$ (8,979)

$ (15,568)          

   Transition adjustments (Note 2):

 

 

      Cash flow hedges

660

-

      Available for sale marketable securities

14,252

-

Other comprehensive (loss)/income

(114,660)

6,589

Balance, end of year

$ (108,727)

$ (8,979)

CONSOLIDATED STATEMENTS OF INCOME

For the year ended December 31 (CDN$ thousands except per trust unit amounts)

2007

2006

Revenues

 

 

Oil and gas sales

$1,539,153

$1,595,324

Royalties

(285,148)

(296,554)

Commodity derivative instruments (Notes 3 and 12)

(52,841)

(3,226)

Other income (Note 12)

14,991

2,465

 

1,216,155

1,298,009

Expenses

 

 

Operating

274,150

251,239

General and administrative (Note 10(b))

67,921

59,937

Transportation

22,098

22,611

Interest (Note 8)

33,627

32,168

Foreign exchange (Note 9)

(7,071)

(528)

Depletion, depreciation, amortization and accretion

463,718

481,598

 

854,443

847,025

Income before taxes

361,712

450,984

Current taxes

23,011

18,236

Future income tax recovery (Note 11)

(990)

(112,034)

Net Income

$339,691

$544,782

Net income per trust unit

 

 

Basic

$2.66

$4.48

Diluted

$2.66

$4.47

Weighted average number of trust units outstanding (thousands)

 

 

Basic

127,691

121,588

Diluted

127,752

121,858

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the year ended December 31 (CDN$ thousands)

2007

2006

 

 

 

Net income

$   339,691

$  544,782

 

 

 

Other comprehensive (loss)/income, net of tax:

 

 

   Unrealized gain on marketable securities

629

-

   Realized gains on marketable securities included in net income

(11,302)

-

   Gains and losses on derivatives designated as hedges in prior periods included in net income

(733)

-

Change in cumulative translation adjustment

(103,254)

6,589

Other comprehensive (loss)/income

(114,660)

6,589

 

 

 

Comprehensive income (Note 2)

$   225,031

$  551,371

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the year ended December 31 (CDN$ thousands)

2007

2006

Operating Activities

 

 

Net income

$339,691

$544,782

Non-cash items add/(deduct):

 

 

Depletion, depreciation, amortization and accretion

463,718

481,598

Change in fair value of derivative instruments (Note 3)

91,852

(31,106)

Unit based compensation (Note 10 (b))

8,435

6,323

Foreign exchange on translation of senior notes (Note 9)

(41,182)

(32)

Future income tax (Note 11)

(990)

(112,034)

Amortization of senior notes premium

(631)

-

Reclassification adjustments from AOCI to net income

(733)

-

   Other

(132)

-

Gain on sale of marketable securities (Note 12)

(14,055)

-

Asset retirement obligations settled (Note 5)

(16,280)

(11,514)

 

829,693

878,017

Decrease/(Increase) in non-cash operating working capital

38,855

(14,321)

Cash flow from operating activities

868,548

863,696

 

 

 

Financing Activities

 

 

Issue of trust units, net of issue costs (Note 10)

256,369

296,189

Cash distributions to unitholders

(646,835)

(614,340)

Increase in bank credit facilities (Note 7)

148,827

19,888

Decrease in non-cash financing working capital

2,799

2,356

Cash flow from financing activities

(238,840)

(295,907)

 

 

 

Investing Activities

 

 

Capital expenditures

(393,655)

(496,201)

Property acquisitions (Note 6)

(226,480)

(51,313)

Property dispositions

2,947

1,599

Proceeds on sale of marketable securities

16,467

-

Purchase of investments

(2,927)

(29,172)

Increase in non-cash investing working capital

(21,046)

(3,535)

Cash flow from investing activities

(624,694)

(578,622)

 

 

 

Effect of exchange rate changes on cash

(3,436)

864

Change in cash

1,578

(9,969)

Cash, beginning of year

124

10,093

Cash, end of year

$  1,702

$  124

 

 

 

Supplementary Cash Flow Information

 

 

Cash income taxes paid

$   17,431

$   14,060

Cash interest paid

$ 42,861

$ 34,924

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

The management of Enerplus Resources Fund ("Enerplus" or the "Fund") prepares the consolidated financial statements in accordance with Canadian generally accepted accounting principles ("GAAP"). A reconciliation between Canadian GAAP and United States of America GAAP is disclosed in Note 16. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingencies, if any, as 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 estimated. In particular, the amounts recorded for depletion and depreciation of the petroleum and natural gas properties and for asset retirement obligations are based on estimates of reserves and future costs. By their nature, these estimates, and those related to future cash flows used to assess impairment, are subject to measurement uncertainty and the impact on the financial statements of future periods could be material.

The following significant accounting policies are presented to assist the reader in evaluating these consolidated financial statements and, together with the following notes, should be considered an integral part of the consolidated financial statements.

(a) Organization and Basis of Accounting

The Fund is an open-end investment trust created under the laws of the Province of Alberta operating pursuant to the Amended and Restated Trust Indenture between EnerMark Inc. (the Fund's wholly-owned subsidiary), Enerplus Resources Corporation ("ERC") and CIBC Mellon Trust Company as Trustee. The beneficiaries of the Fund (the "unitholders") are holders of the trust units issued by the Fund. As a trust under the Income Tax Act (Canada), Enerplus is limited to holding and administering permitted investments and making distributions to the unitholders.

The Fund's financial statements include the accounts of the Fund and its subsidiaries on a consolidated basis. All inter-entity transactions have been eliminated. Many of the Fund's production activities are conducted through joint ventures and the financial statements reflect only the Fund's proportionate interest in such activities.

(b) Revenue Recognition

Revenue associated with the sale of crude oil, natural gas and natural gas liquids is recognized when title passes from the Fund to its customers based on volumes delivered and contractual delivery points and price. A portion of the properties acquired through the March 5, 2003 acquisition of PCC Energy Inc. and PCC Energy Corp. are subject to a royalty arrangement with a private company that is structured as a net profits interest. The results from operations included in the Fund's consolidated financial statements for these properties are reduced for this net profits interest.

(c) Property, Plant and Equipment ("PP&E")

The Fund follows the full cost method of accounting for petroleum and natural gas properties under which all acquisition and development costs are capitalized on a country by country cost centre basis. Such costs include land acquisition, geological, geophysical, drilling costs for productive and non-productive wells, facilities and directly related overhead charges. Repairs, maintenance and operational costs that do not extend or enhance the recoverable reserves are charged to earnings. Proceeds from the sale of petroleum and natural gas properties are applied against the capitalized costs. Gains and losses are not recognized upon disposition of oil and natural gas properties unless such a disposition would alter the rate of depletion by 20% or more. Net costs related to operating and