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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.

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

        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

 
   
PART I. FINANCIAL INFORMATION

Item 1.

 

Financial Statements

 

 

Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002

 

 

Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2003 and 2002

 

 

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2003 and 2002

 

 

Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2003 and 2002

 

 

Notes to Consolidated Financial Statements

Item 2.

 

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

Item 3.

 

Quantitative and Qualitative Disclosure About Market Risk

Item 4.

 

Controls and Procedures

PART II. OTHER INFORMATION

Item 1.

 

Legal Proceedings

Item 2.

 

Changes in Securities and Use of Proceeds

Item 3.

 

Defaults Upon Senior Securities

Item 4.

 

Submission of Matters to a Vote of Security Holders

Item 5.

 

Other Information

Item 6.

 

Exhibits and Reports on Form 8-K

2



PART I. FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

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,

 
 
  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