##### 



Exhibit 99.4
 Financial Statements   Years ended December 31, 2005 and 2004




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Contents
 Report of Independent Auditors
    
    
    1Audited Financial StatementsBalance Sheets
    
    
    2Statements of Income and Comprehensive Income
    
    
    3Statements of Shareholders Equity
    
    
    4Statements of Cash Flows
    
    
    5Notes to Financial Statements
    
    
    6




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Ernst
& Young LLP
 
 1




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December 312005
    
    
    2004AssetsCurrent assets:Cash and cash equivalents
    
    $
    143,547
    
    
    $
    94,557Restricted cash and cash equivalents
    
    
    41,906,949
    
    
    
    48,651,973Accounts receivable:Trade  PDVSA Petroleo, S.A.
    
    
    14,700,382
    
    
    
    15,380,796Other
    
    
    154,290
    
    
    
    883,571Prepaid taxes
    
    
    1,790,322
    
    
    
    1,974,322Prepaid expenses
    
    
    2,479,277
    
    
    
    1,158,204Total current assets
    
    
    61,174,767
    
    
    
    68,143,423Restricted cash and cash equivalents
    
    
    20,144,541
    
    
    
    18,766,602Property, plant and equipment, net
    
    
    249,696,527
    
    
    
    264,815,191Deferred financing costs
    
    
    23,743,447
    
    
    
    25,952,140Derivative asset
    
    
    808,870
    
    
    
    1,244,132Other assets
    
    
    309,706
    
    
    
    339,711Total assets
    
    $
    355,877,858
    
    
    $
    379,261,199Liabilities and shareholders equityCurrent liabilities:Accounts payable:Trade
    
    $
    2,296,920
    
    
    $
    1,420,924Affiliates
    
    
    372,438
    
    
    
    365,281Other
    
    
    235,927
    
    
    
    338,229Value-added tax payable
    
    
    938,299
    
    
    
    1,927,279Accrued liabilities
    
    
    525,678
    
    
    
    534,983Notes payable due within one year
    
    
    22,310,000
    
    
    
    22,310,000Accrued interest
    
    
    3,149,564
    
    
    
    2,981,642Deferred revenue
    
    
    521,519
    
    
    
    521,519Total current liabilities
    
    
    30,350,345
    
    
    
    30,399,857Notes payable
    
    
    163,070,000
    
    
    
    185,380,000Deferred revenue
    
    
    8,213,924
    
    
    
    8,735,443Deferred foreign income tax
    
    
    21,066,346
    
    
    
    15,385,000Shareholders equity:Common stock, class A, $1 par value, 35,000 shares
authorized, 70 shares issued and outstanding
    
    
    70
    
    
    
    70Common stock, class B, $1 par value, 15,000 shares
authorized, 30 shares issued and outstanding
    
    
    30
    
    
    
    30Additional paid-in capital
    
    
    101,914,330
    
    
    
    101,914,330Retained earnings
    
    
    32,892,729
    
    
    
    38,803,342Accumulated other comprehensive loss  net loss on cash flow hedge instruments
    
    
    (1,629,916
    )
    
    
    (1,356,873
    )Total shareholders equity
    
    
    133,177,243
    
    
    
    139,360,899Total liabilities and shareholders equity
    
    $
    355,877,858
    
    
    $
    379,261,199
 See accompanying notes.
 2




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Years ended December 31,2005
    
    
    2004Revenues
    
    $
    91,626,354
    
    
    $
    85,767,089Operating expenses
    
    
    16,499,721
    
    
    
    12,824,040Depreciation
    
    
    15,966,865
    
    
    
    15,995,101General and administrative expenses
    
    
    6,884,328
    
    
    
    7,001,345Total costs and expenses
    
    
    39,350,914
    
    
    
    35,820,486Operating income
    
    
    52,275,440
    
    
    
    49,946,603Other income (expense):Interest expense
    
    
    (12,894,488
    )
    
    
    (12,281,461
    )Foreign currency transaction loss
    
    
    (915,059
    )
    
    
    (854,915
    )Other income, net
    
    
    945,494
    
    
    
    465,493(12,864,053
    )
    
    
    (12,670,883
    )Income before foreign income tax
    
    
    39,411,387
    
    
    
    37,275,720Provision for deferred foreign income tax
    
    
    5,822,000
    
    
    
    6,523,000Net income
    
    
    33,589,387
    
    
    
    30,752,720Other comprehensive loss  unrealized loss on
cash flow hedging (net of income tax benefit
of $141,000 in 2005 and $510,000 in 2004)
    
    
    (273,043
    )
    
    
    (990,644
    )Comprehensive income
    
    $
    33,316,344
    
    
    $
    29,762,076
 See accompanying notes.
 3




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AccumulatedAdditional
    
    
    
    
    
    
    OtherCommon Stock
    
    
    Paid-In
    
    
    Retained
    
    
    ComprehensiveClass A
    
    
    Class B
    
    
    Capital
    
    
    Earnings
    
    
    Loss
    
    
    TotalBalance, December 31, 2003
    
    $
    70
    
    
    $
    30
    
    
    $
    101,914,330
    
    
    $
    8,050,622
    
    
    $
    (366,229
    )
    
    $
    109,598,823Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,752,720
    
    
    
    
    
    
    
    30,752,720Other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (990,644
    )
    
    
    (990,644
    )Balance, December 31, 2004
    
    
    70
    
    
    
    30
    
    
    
    101,914,330
    
    
    
    38,803,342
    
    
    
    (1,356,873
    )
    
    
    139,360,899Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,589,387
    
    
    
    
    
    
    
    33,589,387Other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (273,043
    )
    
    
    (273,043
    )Dividends paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (39,500,000
    )
    
    
    
    
    
    
    (39,500,000
    )Balance, December 31, 2005
    
    $
    70
    
    
    $
    30
    
    
    $
    101,914,330
    
    
    $
    32,892,729
    
    
    $
    (1,629,916
    )
    
    $
    133,177,243
 See accompanying notes.
 4




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Years ended December 31,2005
    
    
    2004Operating activitiesNet income
    
    $
    33,589,387
    
    
    $
    30,752,720Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation
    
    
    15,966,865
    
    
    
    15,995,101Amortization of deferred costs
    
    
    2,208,693
    
    
    
    2,212,347Deferred foreign income tax expense
    
    
    5,822,003
    
    
    
    6,523,332Changes in operating assets and liabilities:Accounts receivable
    
    
    1,409,695
    
    
    
    (7,098,318
    )Value-added tax payable
    
    
    (988,980
    )
    
    
    1,158,655Foreign taxes payable
    
    
    
    
    
    
    (529,805
    )Prepaid expenses
    
    
    (1,321,073
    )
    
    
    (158,806
    )Prepaid taxes
    
    
    184,000
    
    
    
    395,537Other non-current assets
    
    
    30,005
    
    
    
    (339,711
    )Accrued liabilities
    
    
    (9,305
    )
    
    
    (554,736
    )Accounts payable
    
    
    773,694
    
    
    
    (2,754,574
    )Receivable/payable with affiliates
    
    
    7,157
    
    
    
    (4,556,271
    )Deferred revenue
    
    
    (521,519
    )
    
    
    (521,519
    )Interest payable
    
    
    167,922
    
    
    
    815,254Other
    
    
    21,562
    
    
    
    Net cash provided by operating activities
    
    
    57,340,106
    
    
    
    41,339,206Investing activitiesPurchases of property, plant and equipment
    
    
    (848,201
    )
    
    
    (173,287
    )Net cash used in investing activities
    
    
    (848,201
    )
    
    
    (173,287
    )Financing activitiesPayments of notes payable
    
    
    (22,310,000
    )
    
    
    (22,310,000
    )Dividends paid
    
    
    (39,500,000
    )
    
    
    Additions to deferred financing costs
    
    
    
    
    
    
    (190,041
    )Changes in restricted cash and cash equivalents
    
    
    5,367,085
    
    
    
    (18,698,887
    )Net cash used in financing activities
    
    
    (56,442,915
    )
    
    
    (41,198,928
    )Net increase (decrease) in cash and cash equivalents
    
    
    48,990
    
    
    
    (33,009
    )Cash and cash equivalents, beginning of year
    
    
    94,557
    
    
    
    127,566Cash and cash equivalents, end of year
    
    $
    143,547
    
    
    $
    94,557Supplemental Disclosures of Cash Flow InformationForeign income taxes paid
    
    $
    1,916,418
    
    
    $
    1,532,899Interest paid
    
    $
    10,496,312
    
    
    $
    9,253,859
 See accompanying notes.
 5




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1. Organization and Description of Business
   2. Summary of Significant Accounting Policies
 Use of Estimates
  6




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2. Summary of Significant Accounting Policies (continued)
  Cash and Cash Equivalents
  Restricted Cash and Cash Equivalents
 Istituto per i Servizi Assicurativi del Commercio Estero
 Accounts Receivable
  Derivative instruments
  7




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2. Summary of Significant Accounting Policies (continued)
  Property, Plant and Equipment
  Accounting for Asset Retirement
Obligations,
 8




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2. Summary of Significant Accounting Policies (continued)
  Revenue Recognition Policy
  Impairment of Long-lived Assets
  Provision for Severance Benefits
  Foreign Currency
  9




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2. Summary of Significant Accounting Policies (continued)
  Income Taxes
  3. Risks and Uncertainties
     10




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3. Risks and Uncertainties (continued)
  4. Related Party Transactions
   2005
    
    
    2004Accounts payable:Williams International Services Company
    
    $
    293,232
    
    
    $
    197,099WilPro Energy Services (El Furrial) Limited
    
    
    79,206
    
    
    
    168,182$
    372,438
    
    
    $
    365,281
 11




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5. Property, Plant and Equipment
  2005
    
    
    2004Natural gas compression plant facilities
    
    $
    316,593,960
    
    
    $
    315,879,994Spare parts
    
    
    715,467
    
    
    
    684,443Vehicles
    
    
    643,721
    
    
    
    578,670Computer software and equipment
    
    
    325,199
    
    
    
    309,520Other
    
    
    135,128
    
    
    
    147,312318,413,475
    
    
    
    317,599,939Accumulated depreciation
    
    
    (68,716,948
    )
    
    
    (52,784,748
    )$
    249,696,527
    
    
    $
    264,815,191
 6. Notes Payable and Credit Facilities
  2005
    
    
    2004Overseas Private Investment Corporation:6.62% note payable, due in
semi-annual payments plus interest
through September 15, 2016
    
    $
    100,750,000
    
    
    $
    112,875,000ABN AMRO Bank N.V.:Variable rate note payable, due in
semi-annual payments plus interest
through September 15, 2016
    
    
    84,630,000
    
    
    
    94,815,000185,380,000
    
    
    
    207,690,000Current portion
    
    
    22,310,000
    
    
    
    22,310,000$
    163,070,000
    
    
    $
    185,380,000
  12




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6. Notes Payable and Credit Facilities (continued)
   2006
    
    $
    22,310,0002007
    
    
    22,310,0002008
    
    
    23,000,0002009
    
    
    26,220,0002010
    
    
    26,680,000
   7. Income Taxes
  13




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7. Income Taxes (continued)
  2005
    
    
    2004Deferred tax liabilities:Property, plant and equipment
    
    $
    21,327,000
    
    
    $
    16,733,000Debt financing costs
    
    
    2,851,000
    
    
    
    3,023,000Total deferred tax liabilities
    
    
    24,178,000
    
    
    
    19,756,000Deferred tax assets:Investment tax credit carryforward (ITC)
    
    
    
    
    
    
    779,285Mark to market on interest rate cap
    
    
    141,000
    
    
    
    699,000Net operating loss carryforward (NOL)
    
    
    
    
    
    
    13,105,468Business asset tax carryforward (BAT)
    
    
    
    
    
    
    526,102Deferred revenue
    
    
    2,971,000
    
    
    
    3,672,0003,112,000
    
    
    
    18,781,855Valuation allowance
    
    
    
    
    
    
    (14,410,855
    )Total deferred tax assets
    
    
    3,112,000
    
    
    
    4,371,000Net deferred tax liability
    
    $
    21,066,000
    
    
    $
    15,385,000
  8. Financial Instruments
  Cash and cash equivalents and restricted cash and cash equivalents:
 14




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8. Financial Instruments (continued)
 Derivative asset:
 Notes payable:
 2005
    
    
    2004Carrying
    
    
    
    
    
    
    CarryingAsset (liability)
    
    amount
    
    
    Fair value
    
    
    amount
    
    
    Fair valueCash and cash
equivalents
    
    $
    143,547
    
    
    $
    143,547
    
    
    $
    94,557
    
    
    $
    94,557Restricted cash and
cash equivalents
    
    
    62,051,490
    
    
    
    62,051,490
    
    
    
    67,418,575
    
    
    
    67,418,575Derivative asset
    
    
    808,870
    
    
    
    808,870
    
    
    
    1,244,132
    
    
    
    1,244,132Notes payable
    
    
    (185,380,000
    )
    
    
    (172,045,697
    )
    
    
    (207,690,000
    )
    
    
    (225,943,010
    )
 15