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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.

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                              to                             

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

 
   
PART I.   FINANCIAL INFORMATION

 

 

Consolidated Balance Sheets as of September 30, 2002 and December 31, 2001

 

 

Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2002 and 2001

 

 

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2002 and 2001

 

 

Consolidated Statements of Comprehensive (Loss) Income for the Three and Nine Months Ended September 30, 2002 and 2001

 

 

Notes to Consolidated Financial Statements

 

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

 

Quantitative and Qualitative Disclosure About Market Risk

 

 

Controls and Procedures

PART II.

 

OTHER INFORMATION


PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


EVERGREEN RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS

 
  September 30, 2002
  December 31, 2001
 
 
  (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,

 
 
  2002
  2001
 
 
  (in thousands, except per share data)

 
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) provision—deferred     (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,

 
  2002
  2001
 
  (in thousands, except per share data)

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,

 
 
  2002
  2001
 
 
  (in thousands)

 
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,

 
 
  2002
  2001
  2002
  2001
 
 
  (in thousands)

 
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

 
 
  (in thousands)

 
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.

 
  Three Months Ended September 30,
 
  2002
  2001
 
  (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   $ (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,
 
  2002
  2001
 
  (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