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EVERGREEN RESOURCES, INC. INDEX
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
ý |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: September 30, 2002. |
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o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to |
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Commission file number: 001-13171
EVERGREEN RESOURCES, INC.
(Exact name of registrant as specified in its charter)
| Colorado (State or Other Jurisdiction of Incorporation or Organization) |
84-0834147 (I.R.S. Employer Identification Number) |
|
1401 17th Street Suite 1200 Denver, Colorado (Address of Principal Executive Offices) |
80202 (Zip Code) |
Registrant's Telephone Number, Including Area Code: (303) 298-8100
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý Yes o No
As of October 31, 2002, 18,990,551 shares of the Registrant's Common Stock, no par value, were outstanding.
EVERGREEN RESOURCES, INC.
INDEX
EVERGREEN RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
| |
September 30, 2002 |
December 31, 2001 |
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|---|---|---|---|---|---|---|---|---|---|
| |
(unaudited) |
|
|||||||
| |
(in thousands) |
||||||||
| ASSETS | |||||||||
| Current: | |||||||||
| Cash and cash equivalents | $ | 782 | $ | 3,024 | |||||
| Accounts receivable | 13,865 | 10,119 | |||||||
| Other current assets (Note 4) | 2,468 | 1,455 | |||||||
| Total current assets | 17,115 | 14,598 | |||||||
| Property and equipment, at cost, based on full-cost accounting for oil and gas properties (Note 2) | 650,776 | 584,150 | |||||||
| Less accumulated depreciation, depletion and amortization | 69,094 | 51,561 | |||||||
| Net property and equipment | 581,682 | 532,589 | |||||||
| Other assets (Note 4) | 7,865 | 8,838 | |||||||
| $ | 606,662 | $ | 556,025 | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||
| Current liabilities: | |||||||||
| Accounts payable | $ | 12,694 | $ | 7,355 | |||||
| Amounts payable to oil and gas property owners | 4,150 | 4,080 | |||||||
| Accrued expenses and other (Note 4) | 12,827 | 9,956 | |||||||
| Total current liabilities | 29,671 | 21,391 | |||||||
| Note payable (Note 7) | 133,000 | 81,000 | |||||||
| Senior convertible notes (Note 7) | 100,000 | 100,000 | |||||||
| Deferred income tax liabilities | 28,937 | 34,702 | |||||||
| Production taxes payable and other | 2,480 | 3,287 | |||||||
| Total liabilities | 294,088 | 240,380 | |||||||
| Minority interest in subsidiary | 693 | 705 | |||||||
| Stockholders' equity: | |||||||||
| Preferred stock, $1.00 par value; shares authorized, 24,900; none outstanding | | | |||||||
| Common stock, $0.01 stated value; shares authorized, 50,000; shares issued and outstanding 18,990 and 18,847 | 190 | 188 | |||||||
| Additional paid-in capital | 259,662 | 256,978 | |||||||
| Retained earnings | 49,473 | 58,795 | |||||||
| Accumulated other comprehensive income (loss) | 2,556 | (1,021 | ) | ||||||
| Total stockholders' equity | 311,881 | 314,940 | |||||||
| $ | 606,662 | $ | 556,025 | ||||||
See accompanying notes to consolidated financial statements.
EVERGREEN RESOURCES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
Three Months Ended September 30, |
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|---|---|---|---|---|---|---|---|---|
| |
2002 |
2001 |
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(in thousands, except per share data) |
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| Revenues: | ||||||||
| Natural gas revenues | $ | 29,465 | $ | 25,314 | ||||
| Interest and other | 225 | 321 | ||||||
| Total revenues | 29,690 | 25,635 | ||||||
| Expenses: | ||||||||
| Lease operating expense | 4,318 | 3,373 | ||||||
| Transportation costs | 3,135 | 2,344 | ||||||
| Production and property taxes | 1,294 | 1,031 | ||||||
| Depreciation, depletion and amortization | 5,470 | 4,096 | ||||||
| General and administrative expense | 2,113 | 1,730 | ||||||
| Interest expense | 2,153 | 1,987 | ||||||
| Other expense (income) | 286 | (5 | ) | |||||
| Impairment of international properties (Note 2) | 34,170 | | ||||||
| Total expenses | 52,939 | 14,556 | ||||||
| (Loss) income before income taxes | (23,249 | ) | 11,079 | |||||
| Income tax (benefit) provisiondeferred | (8,253 | ) | 3,933 | |||||
| Net (loss) income | $ | (14,996 | ) | $ | 7,146 | |||
| Basic (loss) income per common share (Note 3) | $ | (0.79 | ) | $ | 0.38 | |||
| Diluted (loss) income per common share (Note 3) | $ | (0.79 | ) | $ | 0.37 | |||
See accompanying notes to consolidated financial statements.
EVERGREEN RESOURCES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
Nine Months Ended September 30, |
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|---|---|---|---|---|---|---|---|
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2002 |
2001 |
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| |
(in thousands, except per share data) |
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| Revenues: | |||||||
| Natural gas revenues | $ | 72,974 | $ | 95,688 | |||
| Interest and other | 458 | 667 | |||||
| Total revenues | 73,432 | 96,355 | |||||
| Expenses: | |||||||
| Lease operating expense | 11,955 | 8,651 | |||||
| Transportation costs | 9,026 | 6,674 | |||||
| Production and property taxes | 3,927 | 3,856 | |||||
| Depreciation, depletion and amortization | 15,470 | 11,549 | |||||
| General and administrative expense | 6,724 | 5,283 | |||||
| Interest expense | 6,105 | 6,494 | |||||
| Other expense | 508 | 627 | |||||
| Impairment of international properties (Note 2) | 34,170 | | |||||
| Total expenses | 87,885 | 43,134 | |||||
| (Loss) income before income taxes | (14,453 | ) | 53,221 | ||||
| Income tax (benefit) provision deferred | (5,131 | ) | 19,947 | ||||
| Net (loss) income | $ | (9,322 | ) | $ | 33,274 | ||
| Basic (loss) income per common share (Note 3) | $ | (0.49 | ) | $ | 1.80 | ||
| Diluted (loss) income per common share (Note 3) | $ | (0.49 | ) | $ | 1.72 | ||
See accompanying notes to consolidated financial statements.
EVERGREEN RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
Nine Months Ended September 30, |
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|---|---|---|---|---|---|---|---|---|---|---|
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2002 |
2001 |
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(in thousands) |
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| Operating activities: | ||||||||||
| Net (loss) income | $ | (9,322 | ) | $ | 33,274 | |||||
| Adjustments to reconcile net (loss) income to cash provided by operating activities: | ||||||||||
| Depreciation, depletion and amortization | 15,470 | 11,549 | ||||||||
| Impairment of international properties (Note 2) | 34,170 | | ||||||||
| Deferred income taxes | (5,131 | ) | 19,947 | |||||||
| Unrealized commodity hedging loss | 596 | | ||||||||
| Unamortized commodity swap proceeds | | 5,308 | ||||||||
| Non-cash compensation and other | 751 | 339 | ||||||||
| Changes in operating assets and liabilities: | ||||||||||
| Accounts receivable | (3,431 | ) | 5,389 | |||||||
| Other current assets | (511 | ) | (758 | ) | ||||||
| Accounts payable | 324 | 2,587 | ||||||||
| Accrued expenses and other | 627 | 5,084 | ||||||||
| Net cash provided by operating activities | 33,543 | 82,719 | ||||||||
| Investing activities: | ||||||||||
| Investment in property and equipment | (90,308 | ) | (101,725 | ) | ||||||
| Proceeds from sale (purchase) of investment in affiliated company (Note 5) | 2,000 | (1,515 | ) | |||||||
| Repurchase of common stock | | (354 | ) | |||||||
| Increase in other assets | (120 | ) | (350 | ) | ||||||
| Net cash used by investing activities | (88,428 | ) | (103,944 | ) | ||||||
| Financing activities: | ||||||||||
| Net proceeds from note payable | 52,000 | 21,252 | ||||||||
| Proceeds from sale of common stock, net | 1,306 | 473 | ||||||||
| Debt issue costs | (727 | ) | (33 | ) | ||||||
| Cash held from operating oil and gas properties | 71 | 531 | ||||||||
| Net cash provided by financing activities | 52,650 | 22,223 | ||||||||
| Effect of exchange rate changes on cash | (7 | ) | (24 | ) | ||||||
| (Decrease) increase in cash and cash equivalents | (2,242 | ) | 974 | |||||||
| Cash and cash equivalents, beginning of the period | 3,024 | 4,034 | ||||||||
| Cash and cash equivalents, end of the period | $ | 782 | $ | 5,008 | ||||||
See accompanying notes to consolidated financial statements.
EVERGREEN RESOURCES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Unaudited)
| |
Three Months Ended September 30, |
Nine Months Ended September 30, |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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2002 |
2001 |
2002 |
2001 |
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(in thousands) |
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| Net (loss) income | $ | (14,996 | ) | $ | 7,146 | $ | (9,322 | ) | $ | 33,274 | ||||
| Cumulative effect of change in accounting principle, net of tax of $273 for the nine months ended September 30, 2001 | | | | (446 | ) | |||||||||
| Derivative instruments: | ||||||||||||||
| Change in fair value | 115 | (264 | ) | (5,009 | ) | 14,251 | ||||||||
| Reclassification adjustment for losses (gains) included in net (loss) income | (77 | ) | (5,533 | ) | 6,146 | (8,499 | ) | |||||||
| Derivative instruments, before tax | 38 | (5,797 | ) | 1,137 | 5,752 | |||||||||
| Related income tax effect | (14 | ) | 2,203 | (404 | ) | (2,185 | ) | |||||||
| Derivative instruments, net of tax | 24 | (3,594 | ) | 733 | 3,567 | |||||||||
| Available for sale securities: | ||||||||||||||
| Change in fair value | (410 | ) | (1,061 | ) | (389 | ) | 467 | |||||||
| Related income tax effect | 145 | 403 | 138 | (177 | ) | |||||||||
| Available for sale securities, net of tax | (265 | ) | (658 | ) | (251 | ) | 290 | |||||||
| Foreign currency translation adjustments | 661 | 1,025 | 3,095 | (204 | ) | |||||||||
| Comprehensive (loss) income | $ | (14,576 | ) | $ | 3,919 | $ | (5,745 | ) | $ | 36,481 | ||||
See accompanying notes to consolidated financial statements.
EVERGREEN RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of September 30, 2002
(Unaudited)
1. Basis of Presentation
Evergreen Resources, Inc. ("Evergreen" or the "Company") is an independent energy company engaged in the operation, development, production, exploration and acquisition of unconventional natural gas properties. Evergreen is one of the leading developers of coal bed methane reserves in the United States. Its current operations are principally focused on developing and expanding its coal bed methane project located in the Raton Basin in southern Colorado. The Company also has begun operations and started drilling coal bed methane wells in Alaska.
The financial statements include the accounts of Evergreen and its wholly-owned subsidiaries, Evergreen Operating Corporation, Evergreen Resources (UK) Ltd, Evergreen Well Service Company, Primero Gas Marketing Company, Primero Gas Company, LLC, XYZ Minerals, Inc., Evergreen Resources (Alaska) Corporation, Long Canyon Gas Company, LLC and Evergreen Supply and Distribution Company. The Company also has a majority-owned subsidiary, Lorencito Gas Gathering, LLC.
The Company has a 40% ownership in Argos Evergreen Limited, a Falkland Islands company which owns offshore drilling rights in the North Falklands basin. This investment is accounted for by the equity method of accounting. The Company has no interests in any other unconsolidated entities, nor does it have any off-balance sheet financing arrangements (other than operating leases) or any unconsolidated special purpose entities.
The accompanying financial statements should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2001. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting only of normal recurring items, necessary to present fairly the Company's financial position as of September 30, 2002 and 2001 and the results of its operations and statements of comprehensive income for the three and nine months then ended and the cash flows for the nine months then ended. Certain reclassifications have been made to prior periods to conform to the classifications used in the current period. The results of operations for interim periods are not necessarily indicative of results to be expected for a full year.
2. Oil and Gas Properties
Property and equipment includes the following:
| |
September 30, 2002 |
December 31, 2001 |
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|---|---|---|---|---|---|---|---|---|---|
| |
(in thousands) |
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| Oil and gas properties (full-cost accounting): | |||||||||
| Proven oil and gas properties | $ | 420,329 | $ | 376,092 | |||||
| Unproven properties not subject to amortization (net of impairment of $34,170 and $0) | 37,627 | 56,480 | |||||||
| Accumulated depletion | (50,026 | ) | (38,353 | ) | |||||
| Net oil and gas properties | 407,930 | 394,219 | |||||||
| Gas collection system | 149,409 | 121,100 | |||||||
| Construction in progress | 7,529 | 3,674 | |||||||
| Support equipment | 35,882 | 26,804 | |||||||
| Accumulated depreciation and amortization | (19,068 | ) | (13,208 | ) | |||||
| Net other property and equipment | 173,752 | 138,370 | |||||||
| Property and equipment, net of accumulated depreciation, depletion and amortization | $ | 581,682 | $ | 532,589 | |||||
The Company follows the full-cost method of accounting for oil and gas properties. Under this method, all productive and nonproductive costs incurred in connection with the exploration for and development of oil and gas reserves are capitalized. Such capitalized costs include lease acquisition, geological and geophysical work, delay rentals, drilling, completing and equipping oil and gas wells, and include salaries, benefits and other internal costs directly attributable to the activities. Costs associated with production and general corporate activities are expensed in the period incurred. Interest costs related to unproved properties and properties under development are also capitalized to oil and gas properties. If the net investment in oil and gas properties exceeds an amount equal to the sum of (1) the standardized measure of discounted future net cash flows from proved reserves and (2) the lower of cost or fair market value of properties in process of development and unexplored acreage, the excess is charged to expense as additional depletion. Normal dispositions of oil and gas properties are accounted for as adjustments of capitalized costs, with no gain or loss recognized.
Depletion of proven oil and gas properties is computed on the units-of-production method based upon estimates of proven reserves with oil and gas being converted to a common unit of measure based on the relative energy content. Unproven oil and gas properties, including any related capitalized interest expense, are not amortized, but are assessed for impairment either individually or on an aggregated basis.
The costs of certain unproven leasehold acreage, wells drilled and international concession rights are not being amortized. Costs not being amortized are periodically assessed for possible impairments or reductions in value. If a reduction in value has occurred, costs being amortized are increased or a charge is made against earnings for those international operations where a reserve base is not yet established.
In September 2002, the Company recorded impairment to certain unevaluated international oil and gas properties of approximately $34.2 million. Of this amount, approximately $15.9 was related to the coal bed methane project in the United Kingdom, $13.6 million was related to wells drilled in Northern Ireland and the Republic of Ireland and $4.7 million was related to undeveloped acreage held in the Falkland Islands and Chile. The Company will maintain licenses on existing international leaseholdings, well sites and areas where work commitments have been completed.
Gas collection and support equipment are stated at cost. Depreciation and amortization for the Raton Basin gas collection system, with the exception of the gas compressor facilities, is computed on the units-of-production method based on total reserves of the field. Gas compressor facilities and other support equipment are depreciated using the straight-line method over the estimated useful lives of the assets of 3 to 30 years.
3. Earnings (loss) per Share
The following table sets forth the computation of basic and diluted earnings (loss) per common share. Stock options and warrants were not included in the calculation of diluted loss per share for the three and nine months ending September 30, 2002 as their inclusion would have an antidilutive effect.
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Three Months Ended September 30, |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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2002 |
2001 |
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(Loss) |
Weighted Shares |
Per- Share Amt. |
Income |
Weighted Shares |
Per- Share Amt. |
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| |
(in thousands, except per share data) |
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| Basic (loss) income per common share: | |||||||||||||||||
| Net (loss) income | $ | (14,996 | ) | 18,980 | $ | (0.79 | ) | $ | 7,146 | 18,562 | $ | 0.38 | |||||
| Diluted (loss) income per common share: | |||||||||||||||||
| Net (loss) income | (14,996 | ) | 18,980 | $ | 7,146 | 18,562 | |||||||||||
| Stock options and warrants | | | | 883 | |||||||||||||
| $ | (14,996 | ) | 18,980 | $ | (0.79 | ) | $ | 7,146 | 19,445 | $ | 0.37 | ||||||
| |
Nine Months Ended September 30, |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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2002 |
2001 |
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| |
(Loss) |
Weighted Shares |
Per- Share Amt. |
Income |
Weighted Shares |
Per- Share Amt. |
|||||||||||
| |
(in thousands, except per share data) |
||||||||||||||||
| Basic (loss) income per common share: | |||||||||||||||||
| Net (loss) income | $ | (9,322 | ) | 18,936 | $ | (0.49 | ) | $ | 33,274 | 18,459 | $ | 1.80 | |||||
| Diluted (loss) income per common share: | |||||||||||||||||
| Net (loss) income | $ | (9,322 | ) | 18,936 | $ | 33,274 | 18,459 | ||||||||||
| Stock options and warrants | | | | 936 | |||||||||||||
| $ | (9,322 | ) | 18,936 | $ | (0.49 | ) | $ | 33,274 | 19,395 | $ | 1.72 | ||||||
4. Derivatives and Hedging Activities
The Company may use derivative instruments to manage exposures to commodity prices, foreign currency and interest rate risks. The Company's objectives for holding derivatives are to achieve a consistent level of cash flow to support its capital budgeting and expenditure plans and to maximize internal rates of return for capital projects including property acquisition investments.
The Company periodically enters into fixed-price physical delivery contracts and commodity derivative contracts to manage price risk with regard to a portion of its natural gas production. At September 30, 2002, the Company had entered into the following natural gas swap and costless collar contracts by contract period. ("MMBtu" means million British thermal units.) The contracts are based on regional price indexes where the Company physically delivers its natural gas.
| Contract Period |
Type of Instrument(s) |
Volume in MMBtu/day |
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|---|---|---|---|---|---|---|---|