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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, 2003. |
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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) |
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Registrant's Telephone Number, Including Area Code: (303) 298-8100 |
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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
Indicate by check mark whether the Registrant is an accelerated filer (as defined by Rule 12b-2 of the Act). ý Yes o No
As of October 28, 2003, 39,239,830 shares of the Registrant's Common Stock, no par value, were outstanding.
EVERGREEN RESOURCES, INC.
INDEX
2
EVERGREEN RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
| |
September 30, 2003 |
December 31, 2002 |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| |
(unaudited) |
|
|||||||
| |
(in thousands) |
||||||||
| ASSETS | |||||||||
| Current: | |||||||||
| Cash and cash equivalents | $ | 8,052 | $ | 871 | |||||
| Accounts receivable | 25,489 | 17,684 | |||||||
| Other current assets | 7,458 | 1,384 | |||||||
| Total current assets | 40,999 | 19,939 | |||||||
| Property and equipment, at cost: | |||||||||
| Oil and gas properties, full cost method of accounting: | |||||||||
| Proved, net of accumulated depletion of $67,747 and $54,061 | 424,340 | 384,232 | |||||||
| Unproved | 67,251 | 29,163 | |||||||
| 491,591 | 413,395 | ||||||||
| Other property and equipment, net of accumulated depreciation and amortization of $26,291 and $20,370 | 194,486 | 167,021 | |||||||
| Total net property and equipment | 686,077 | 580,416 | |||||||
| Other assets | 3,940 | 6,406 | |||||||
| $ | 731,016 | $ | 606,761 | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||
| Current liabilities: | |||||||||
| Accounts payable | $ | 8,114 | $ | 4,109 | |||||
| Amounts payable to oil and gas property owners | 9,017 | 5,871 | |||||||
| Production and property taxes payable | 8,183 | 5,731 | |||||||
| Derivative instruments | 5,626 | 1,454 | |||||||
| Accrued expenses and other | 12,305 | 7,912 | |||||||
| Total current liabilities | 43,245 | 25,077 | |||||||
| Notes payable and senior convertible notes | 231,500 | 236,000 | |||||||
| Deferred income tax liabilities | 53,885 | 27,666 | |||||||
| Production taxes payable and other | 5,905 | 4,328 | |||||||
| Asset retirement obligation | 5,494 | | |||||||
| Total liabilities | 340,029 | 293,071 | |||||||
| Minority interests in subsidiaries | 5,073 | 1,262 | |||||||
| Stockholders' equity: | |||||||||
| Preferred stock, $1.00 par value; shares authorized, 24,900; none outstanding | | | |||||||
| Common stock, $0.005 stated value; shares authorized, 50,000; shares issued and outstanding 39,227 and 38,105 | 196 | 190 | |||||||
| Additional paid-in capital | 284,005 | 262,083 | |||||||
| Retained earnings | 105,451 | 50,471 | |||||||
| Accumulated other comprehensive loss | (3,738 | ) | (316 | ) | |||||
| Total stockholders' equity | 385,914 | 312,428 | |||||||
| $ | 731,016 | $ | 606,761 | ||||||
See accompanying notes to consolidated financial statements.
3
EVERGREEN RESOURCES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
Three Months Ended September 30, |
|||||||
|---|---|---|---|---|---|---|---|---|
| |
2003 |
2002 |
||||||
| |
(in thousands, except per share data) |
|||||||
| Revenues: | ||||||||
| Natural gas revenues | $ | 53,498 | $ | 29,465 | ||||
| Interest and other | 469 | 225 | ||||||
| Total revenues | 53,967 | 29,690 | ||||||
Expenses: |
||||||||
| Lease operating expense | 4,705 | 4,318 | ||||||
| Transportation costs | 3,701 | 3,135 | ||||||
| Production and property taxes | 2,331 | 1,294 | ||||||
| Depreciation, depletion and amortization | 6,495 | 5,470 | ||||||
| General and administrative expense | 3,766 | 2,113 | ||||||
| Interest expense | 1,988 | 2,153 | ||||||
| Other (income) expense | (1,193 | ) | 286 | |||||
| Impairment of international properties | 1,270 | 34,170 | ||||||
| Total expenses | 23,063 | 52,939 | ||||||
Income (loss) before income taxes |
30,904 |
(23,249 |
) |
|||||
| Income tax provision (benefit)deferred | 11,280 | (8,253 | ) | |||||
Net income (loss) |
$ |
19,624 |
$ |
(14,996 |
) |
|||
Basic income (loss) per common share |
$ |
0.50 |
$ |
(0.40 |
) |
|||
Diluted income (loss) per common share |
$ |
0.49 |
$ |
(0.40 |
) |
|||
See accompanying notes to consolidated financial statements.
4
EVERGREEN RESOURCES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
Nine Months Ended September 30, |
|||||||
|---|---|---|---|---|---|---|---|---|
| |
2003 |
2002 |
||||||
| |
(in thousands, except per share data) |
|||||||
| Revenues: | ||||||||
| Natural gas revenues | $ | 155,484 | $ | 72,974 | ||||
| Interest and other | 893 | 458 | ||||||
| Total revenues | 156,377 | 73,432 | ||||||
Expenses: |
||||||||
| Lease operating expense | 14,714 | 11,955 | ||||||
| Transportation costs | 10,623 | 9,026 | ||||||
| Production and property taxes | 8,284 | 3,927 | ||||||
| Depreciation, depletion and amortization | 18,211 | 15,470 | ||||||
| General and administrative expense | 9,642 | 6,724 | ||||||
| Interest expense | 6,262 | 6,105 | ||||||
| Other (income) expense | (1,560 | ) | 508 | |||||
| Impairment of international properties | 2,496 | 34,170 | ||||||
| Total expenses | 68,672 | 87,885 | ||||||
Income (loss) before income taxes and cumulative effect of change in accounting principle |
87,705 |
(14,453 |
) |
|||||
| Income tax provision (benefit)deferred | 32,012 | (5,131 | ) | |||||
| Income (loss) before cumulative effect of change in accounting principle | 55,693 | (9,322 | ) | |||||
| Cumulative effect of change in accounting principle, net of tax | 713 | | ||||||
| Net income (loss) | $ | 54,980 | $ | (9,322 | ) | |||
Basic income (loss) per common share: |
||||||||
| Income (loss) before cumulative effect of change in accounting principle | $ | 1.44 | $ | (0.25 | ) | |||
| Cumulative effect of change in accounting principle, net of tax | 0.02 | | ||||||
| $ | 1.42 | $ | (0.25 | ) | ||||
Diluted income (loss) per common share: |
||||||||
| Income (loss) before cumulative effect of change in accounting principle | $ | 1.39 | $ | (0.25 | ) | |||
| Cumulative effect of change in accounting principle, net of tax | 0.01 | | ||||||
| $ | 1.38 | $ | (0.25 | ) | ||||
See accompanying notes to consolidated financial statements.
5
EVERGREEN RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
Nine Months Ended September 30, |
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|---|---|---|---|---|---|---|---|---|---|
| |
2003 |
2002 |
|||||||
| |
(in thousands) |
||||||||
| Operating activities: | |||||||||
| Net income (loss) | $ | 54,980 | $ | (9,322 | ) | ||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||
| Deferred income taxes | 32,012 | (5,131 | ) | ||||||
| Depreciation, depletion and amortization | 18,211 | 15,470 | |||||||
| Impairment of international properties | 2,496 | 34,170 | |||||||
| Gain on sale of common stock in affiliated company | (1,989 | ) | | ||||||
| Cumulative effect of change in accounting principle, net of tax | 713 | | |||||||
| Other | 1,199 | 1,347 | |||||||
| Changes in operating assets and liabilities: | |||||||||
| Accounts receivable | (8,341 | ) | (3,431 | ) | |||||
| Other current assets | (5,396 | ) | (511 | ) | |||||
| Accounts payable | 561 | 324 | |||||||
| Amounts payable to oil and gas property owners | 3,146 | 71 | |||||||
| Production and property taxes payable | 3,937 | (870 | ) | ||||||
| Accrued expenses and other | 1,606 | 1,497 | |||||||
| Net cash provided by operating activities | 103,135 | 33,614 | |||||||
Investing activities: |
|||||||||
| Investment in property and equipment | (104,281 | ) | (90,308 | ) | |||||
| Proceeds from sale of property and equipment | 936 | | |||||||
| Exercise of stock purchase warrants in affiliate company | (1,688 | ) | | ||||||
| Proceeds from sale of common stock in affiliated company | 3,677 | 2,000 | |||||||
| Proceeds from sale of investment in common stock | 2,780 | | |||||||
| Change in other assets | (671 | ) | (120 | ) | |||||
| Net cash used in investing activities | (99,247 | ) | (88,428 | ) | |||||
Financing activities: |
|||||||||
| Net (payments on) proceeds from notes payable | (4,500 | ) | 52,000 | ||||||
| Proceeds from sale of common stock, net | 4,391 | 1,306 | |||||||
| Net proceeds from minority interest contributions | 3,402 | | |||||||
| Debt issue costs | | (727 | ) | ||||||
| Net cash provided by financing activities | 3,293 | 52,579 | |||||||
Effect of exchange rate changes on cash |
|
(7 |
) |
||||||
Increase (decrease) in cash and cash equivalents |
7,181 |
(2,242 |
) |
||||||
Cash and cash equivalents, beginning of the period |
871 |
3,024 |
|||||||
Cash and cash equivalents, end of the period |
$ |
8,052 |
$ |
782 |
|||||
See accompanying notes to consolidated financial statements.
6
EVERGREEN RESOURCES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
| |
Three Months Ended September 30, |
Nine Months Ended September 30, |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2003 |
2002 |
2003 |
2002 |
||||||||||
| |
(in thousands) |
|||||||||||||
| Net income (loss) | $ | 19,624 | $ | (14,996 | ) | $ | 54,980 | $ | (9,322 | ) | ||||
Derivative instruments: |
||||||||||||||
| Change in fair value | 10,767 | 115 | (19,307 | ) | (5,009 | ) | ||||||||
| Reclassification adjustment for realized losses (gains) included in operations | 1,331 | (77 | ) | 16,154 | 6,146 | |||||||||
| Derivative instruments before taxes | 12,098 | 38 | (3,153 | ) | 1,137 | |||||||||
| Related income tax effect | (4,416 | ) | (14 | ) | 1,178 | (404 | ) | |||||||
| Derivative instruments, net of tax | 7,682 | 24 | (1,975 | ) | 733 | |||||||||
Available for sale securities: |
||||||||||||||
| Change in fair value | (18 | ) | (410 | ) | 594 | (389 | ) | |||||||
| Reclassification adjustment for realized gains included in operations | (371 | ) | | (1,321 | ) | | ||||||||
| Available for sale securities before taxes | (389 | ) | (410 | ) | (727 | ) | (389 | ) | ||||||
| Related income tax effect | 142 | 145 | 276 | 138 | ||||||||||
| Available for sale securities, net of tax | (247 | ) | (265 | ) | (451 | ) | (251 | ) | ||||||
Foreign currency translation adjustments: |
||||||||||||||
| Unrealized gain | | 661 | | 3,095 | ||||||||||
| Reclassification adjustment for realized gains included in operations | | | (996 | ) | | |||||||||
| | 661 | (996 | ) | 3,095 | ||||||||||
Comprehensive income (loss) |
$ |
27,059 |
$ |
(14,576 |
) |
$ |
51,558 |
$ |
(5,745 |
) |
||||
See accompanying notes to consolidated financial statements.
7
EVERGREEN RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of September 30, 2003
(Unaudited)
1. Basis of Presentation
Evergreen Resources, Inc. ("Evergreen" or "the Company") is a Colorado corporation organized on January 14, 1981. Evergreen 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. Evergreen has initiated coal bed methane projects in Alaska's Cook Inlet-Susitna Basin and in the Forest City Basin of eastern Kansas. Effective October 29, 2003, Evergreen completed its acquisition of Carbon Energy Corporation ("Carbon"). Carbon's properties are located in the Piceance Basin of western Colorado, the Uintah Basin of eastern Utah, and the Western Sedimentary Basin of Canada (see Note 3).
Stock Split
All common stock and per-share amounts reported in the consolidated financial statements, and notes thereto, reflect the two-for-one split of Evergreen common stock effective September 16, 2003.
Consolidation
The financial statements include the accounts of Evergreen and its wholly-owned subsidiaries, Evergreen Operating Corporation, Evergreen Resources (UK) Ltd. ("ERUK"), Powerbridge, Inc., Evergreen Well Service Company, Primero Gas Marketing Company, Primero Gas Company, LLC, XYZ Minerals, Inc. (see Note 5), Evergreen Resources (Alaska) Corporation and Evergreen Supply and Distribution Company. The financial statements also include the accounts of Evergreen's majority owned subsidiaries consisting of an 85% ownership interest in Lorencito Gas Gathering, LLC and an approximate 75% ownership interest in Long Canyon Gas Company, LLC (see Note 5). All significant intercompany balances and transactions have been eliminated in consolidation.
ERUK also 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, 2002. 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, 2003 and 2002 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. These reclassifications did not have an impact on previously reported results of operations. The results of operations for interim periods are not necessarily indicative of results to be expected for a full year.
8
2. Oil and Gas Properties
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 these activities. For the nine months ended September 30, 2003 and 2002, Evergreen capitalized $7.2 million and $4.6 million of internal costs. Of these amounts, approximately $4.6 million and $3.0 million were salary-related costs directly related to services provided by the Company's wholly-owned well service company and for gas gathering construction activities. The majority of the remaining capitalized costs were primarily attributable to certain engineering and land employees' salaries and benefits. 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. Approximately $0.8 million and $1.1 million of interest was capitalized during the nine months ended September 30, 2003 and 2002, respectively.
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 proved oil and gas properties is computed on the units-of-production method based upon estimates of proved reserves with oil and gas being converted to a common unit of measure based on the relative energy content. Unproved 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.
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 support equipment are depreciated using the straight-line method over the estimated useful lives of the assets of three to 30 years.
3. Carbon Energy Corporation Acquisition
On October 29, 2003, Evergreen completed its acquisition of Carbon Energy Corporation. Carbon is an independent oil and gas company engaged in the exploration, development and production of natural gas and crude oil in the United States and Canada. Carbon's areas of operations in the United States are the Piceance Basin in Colorado and the Uintah Basin in Utah. Carbon's areas of operations in Canada are south-central Alberta and southeast Saskatchewan.
Under the terms of the merger agreement, Carbon's shareholders received 0.55 shares of Evergreen common stock for each common share of Carbon. As a result, Evergreen issued approximately 3.5 million new shares of Evergreen common stock to Carbon's shareholders. The aggregate value of the transaction, including transaction costs and the fair value of Carbon employee stock options assumed by Evergreen is approximately $89 million. The net assets acquired include the assumption of Carbon's debt of approximately $20 million.
The acquired Carbon properties are estimated to contain at least 97 billion cubic feet equivalent ("Bcfe") of proved reserves, substantially all of which are natural gas. Carbon operates substantially all of its properties in the United States and Canada. Net gas reserves in the United States and Canada are approximately 59 Bcfe and 38 Bcfe, respectively, of which 45% and 73% are classified as proved
9
developed and the remaining amounts are classified as proved undeveloped. Independent petroleum engineering consultants Netherland Sewell & Associates, Inc. prepared the reserve estimates of Carbon. Average daily net production in the United States and Canada is 16.8 million cubic feet of gas equivalent. The gross acreage position is approximately 150,000 acres in the United States and 130,000 acres in Canada.
As reported in the Company's June 30, 2003 Form 10-Q, subsequent to the execution of the Carbon merger agreement and before the close of the transaction, Evergreen had received indications of interest from several oil and gas companies about the purchase from Evergreen of Carbon's U.S. assets (the Piceance Basin and Uintah Basin assets). Evergreen has decided not to pursue the sale of the U.S. assets and currently intends to develop these properties. The Company has allocated a portion of its 2004 capital budget for the development of Carbon's U.S. properties.
4. Kansas Property Acquisitions
Through September 2003, the Company has acquired approximately 675,000 acres of prospective unconventional natural gas properties in the Forest City Basin of eastern Kansas. The Company has invested approximately $35.1 million in these properties since the beginning of 2003 (including 497,076 shares of Evergreen common stock issued in April 2003 valued at $12.4 million). Evergreen plans to drill a total of 40 wells in the Forest City Basin during the fourth quarter of 2003. This total consists of seven four-well CBM pilot projects (with an additional water injection well for each pilot), plus five stratigraphic core wells that will be drilled in various parts of the Company's acreage. As of October 29, 2003, Evergreen had drilled ten CBM wells on these properties. The wells were drilled to total depths ranging from 882 feet to 1,000 feet. Evergreen plans to begin fracture stimulation operations using its own well service crews and equipment in early November 2003.
5. Sale of Membership Interests and Mineral Interests
On March 26, 2003, Evergreen entered into a settlement agreement with certain working interest owners, under which Evergreen agreed to sell certain mineral interests held by XYZ Minerals, Inc. and an approximate 25% membership interest in Long Canyon Gas Company, LLC for $3.75 million. On April 16, 2003, the transaction closed with an effective date of January 1, 2003. Net revenues of approximately $0.7 million from the effective date through the closing date were recorded as a sales price adjustment in the second quarter of 2003.
6. Common Stock
The following table sets forth the computation of basic and diluted weighted average shares outstanding for the three and nine months ended September 30, 2003 and 2002. 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. The table gives effect to
10
the two-for-one split of Evergreen's common stock effective September 16, 2003 for all periods presented.
| |
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| |
2003 |
2002 |
2003 |
2002 |
|||||
| |
(in thousands) |
||||||||
| Weighted average common shares outstanding: | |||||||||
| Basic | 39,112 | 37,960 | 38,664 | 37,872 | |||||
| Dilutive common stock options and unvested restricted stock grants | 1,217 | | 1,306 | | |||||
Diluted |
40,329 |
37,960 |
39,970 |
||||||