EVERGREEN RESOURCES INC
10-Q, 1996-11-12
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>

                       Securities and Exchange Commission
                            Washington, DC   20549
                       ----------------------------------


                                 FORM 10-Q
                              Quarterly Report



                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


                    FOR THE QUARTER ENDED SEPTEMBER 30, 1996
                        Commission File Number 0-10077



                         EVERGREEN  RESOURCES,  INC.
            (Exact Name of Registrant as Specified in its Charter)


               COLORADO                               84-0834147
     (State or Other Jurisdiction           (I.R.S. Employer Identification
   of Incorporation of Organization)                    Number)


         1000 WRITER SQUARE
        1512 LARIMER STREET
          DENVER, COLORADO                               80202
  (Address of Principal Executive                     (Zip Code)
             Offices)


                               (303) 534-0400
                      (Registrant's Telephone Number,
                             Including Area Code)


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.

                            X   Yes         No
                          -----       -----

Indicate the number of shares outstanding of each of the Issuer's classes of 
common stock, as of the latest date.

              CLASS                        OUTSTANDING AT NOVEMBER 11,  1996
   Common Stock, No Par Value                         9,102,000

<PAGE>

                          EVERGREEN RESOURCES,  INC.
                                   INDEX



                                                                           Page
                                                                          Number
                                                                          ------
PART I.   FINANCIAL INFORMATION

          Consolidated Balance Sheets as of September 30, 1996
            and March 31, 1996. . . . . . . . . . . . . . . . . . . . . . .    3
          
          Consolidated Statements of Operations for the Six and Three
            Months Ended September 30, 1996 and September 30, 1995. . . . .  4-5
          
          Consolidated Statements of Cash Flows for the Six Months
            Ended September 30, 1996 and September 30, 1995 . . . . . . . .    6
          
          Notes to Consolidated Financial Statements. . . . . . . . . . . .    7
          
          Management's Discussion and Analysis of Financial
            Condition and Results of Operations . . . . . . . . . . . . . . 8-13


PART II.  OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . .   13

                                       2

<PAGE>

                          EVERGREEN RESOURCES, INC.
                         CONSOLIDATED BALANCE SHEETS
                                 (UNAUDITED)

<TABLE>
                      ASSETS                                    Sept. 30, 1996         March 31, 1996
                                                                --------------         --------------
<S>                                                                 <C>                  <C>
CURRENT:
   Cash and cash equivalents                                    $  1,131,629           $  3,702,511
   Accounts receivable:
      Oil and gas sales                                              653,542                237,178 
      Joint interest billings and other                              839,556                897,142 
   Other current assets                                              589,926                132,446 
                                                                ------------           ------------
         TOTAL CURRENT ASSETS                                      3,214,653              4,969,277 
                                                                ------------           ------------
PROPERTY AND EQUIPMENT:
   Proved oil and gas properties, based on full-cost accounting   47,002,527             36,378,828 
   Unevaluated properties not subject to amortization              8,718,401              7,792,739 
   Gas gathering equipment                                        10,158,051              4,415,439 
   Support equipment                                                 696,443                595,656 
                                                                ------------           ------------
                                                                  66,575,422             49,182,662 
   Less accumulated depreciation, depletion and amortization     (12,124,859)           (11,558,516)
                                                                ------------           ------------
         NET PROPERTY AND EQUIPMENT                               54,450,563             37,624,146 
                                                                ------------           ------------
DESIGNATED CASH                                                    1,310,634                770,076 
OTHER ASSETS                                                       1,439,282                808,218 
                                                                ------------           ------------
                                                                $ 60,415,132           $ 44,171,717 
                                                                ------------           ------------
                                                                ------------           ------------

   LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Accounts payable                                             $  1,425,834              1,204,378 
   Accrued expenses and other                                        573,775                162,127 
   Amounts payable to oil and gas property owners                    651,922              1,123,465 
                                                                ------------           ------------
         TOTAL CURRENT LIABILITIES                                 2,651,531              2,489,970 
LONG-TERM LIABILITIES
   Obligations under capital leases                                1,335,143                191,956 
   Notes payable                                                   6,089,000                     -- 
   Other long term liabilities                                     2,030,878              1,630,878 
PRODUCTION TAXES PAYABLE                                           1,310,634                770,076 
                                                                ------------           ------------
         TOTAL LIABILITIES                                        13,417,186              5,082,880 
                                                                ------------           ------------
REDEEMABLE PREFERRED STOCK                                         7,500,000              7,500,000 
                                                                ------------           ------------
COMMON STOCKHOLDERS' EQUITY:
   Common stock, shares issued and outstanding,
      7,102,000 and 5,899,736                                         71,021                 58,998 
   Additional paid-in capital                                     49,624,037             41,822,026 
   Accumulated deficit                                            (9,807,674)            (9,873,715)
   Foreign currency translation adjustment                          (389,438)              (418,472)
         TOTAL STOCKHOLDERS' EQUITY                               39,497,946             31,588,837 
                                                                ------------           ------------
                                                                $ 60,415,132           $ 44,171,717 
                                                                ------------           ------------
                                                                ------------           ------------
</TABLE>

See accompanying notes to consolidated financial statements


                                       3
<PAGE>


                        EVERGREEN RESOURCES, INC.

                 CONSOLIDATED STATEMENTS OF OPERATIONS
                              (UNAUDITED)


                                              Six Months Ended September 30
                                              ------------------------------
                                                  1996               1995
                                                  ----               ----

REVENUE:
   Oil and gas production                      $1,655,413        $  524,511 
   Oil and gas services                           365,862           370,453 
   Interest and dividend income                    82,946            66,869 
                                               ----------        ----------
   Other income                                    35,816           535,426 

      TOTAL REVENUES                            2,140,037         1,497,259 
                                               ----------        ----------

COSTS AND EXPENSES:                               
   Cost of production and operations              364,616           387,551 
   Gas gathering costs                             74,997           118,611 
   Cost of oil and gas services                   401,967           375,926 
   Depreciation, depletion and amortization       498,679           322,202 
   General and administrative expenses            316,649           398,449 
   Interest expense                               108,455            18,958 
   Other expense                                    8,633            (7,979)
                                               ----------        ----------

      TOTAL COSTS AND EXPENSES                  1,773,996         1,613,718 
                                               ----------        ----------

NET INCOME (LOSS)                                 366,041          (116,459)

PREFERRED STOCK DIVIDENDS                         300,000           204,620 
                                               ----------        ----------

NET INCOME (LOSS) ATTRIBUTABLE                                               
   TO COMMON STOCK                             $   66,041         $(321,079)
                                               ----------        ----------
                                               ----------        ----------

NET INCOME (LOSS) PER SHARE OF COMMON STOCK    $     0.01         $   (0.06)
                                               ----------        ----------
                                               ----------        ----------

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING                           6,307,267         5,674,141 
                                               ----------        ----------
                                               ----------        ----------




See accompanying notes to consolidated financial statements.



                                       4

<PAGE>

                         EVERGREEN RESOURCES, INC.      
                                                        
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                (UNAUDITED)             

                                              Three Months Ended September 30,
                                                  1996               1995    
REVENUE:                                          ----               ----
   Oil and gas production                      $1,129,069         $  240,772 
   Oil and gas services                           174,953            184,563 
   Interest income                                 31,347             43,679 
   Other income                                    25,788            520,216 
                                               ----------         ---------- 
      TOTAL REVENUES                            1,361,157            989,230 
                                               ----------         ---------- 
COSTS AND EXPENSES:                                                          
   Cost of production and operations              232,663            156,870 
   Gas gathering costs                             31,099             60,350 
   Cost of oil and gas services                   217,126            163,285 
   Depreciation, depletion and amortization       296,839            155,052 
   General and administrative expenses            167,379            196,189 
   Interest expense                                99,070              9,744 
   Other expense                                   10,970               (270)
                                               ----------         ---------- 
      TOTAL COSTS AND EXPENSES                  1,055,146            741,220 
                                               ----------         ---------- 
NET INCOME                                        306,011            248,010 
                                                                             
                                                                             
PREFERRED STOCK DIVIDENDS                         150,000            129,620 
                                               ----------         ---------- 
NET INCOME ATTRIBUTABLE                                                      
    TO COMMON STOCK                            $  156,011         $  118,390 
                                               ----------         ---------- 
                                               ----------         ---------- 
NET INCOME PER SHARE OF COMMON STOCK           $     0.02         $     0.02 
                                               ----------         ---------- 
                                               ----------         ---------- 
WEIGHTED AVERAGE NUMBER OF COMMON              
   SHARES OUTSTANDING                           6,710,369          5,674,141 
                                               ----------         ---------- 
                                               ----------         ---------- 

See accompanying notes to consolidated financial statements.

                                       5

<PAGE>

                         EVERGREEN RESOURCES, INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)

<TABLE>

                                                         Six Months Ended September 30
                                                         -----------------------------
                                                             1996               1995
                                                             ----               ----

<S>                                                      <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                      $   366,040       $  (116,459)
  Adjustments to reconcile net income (loss) to 
    cash provided (used) by operating activities:
      Depreciation, depletion and amortization               498,679           322,202 
      Gain on sale of subsidiary and other                        --          (525,287)
      Other                                                   50,568                -- 
      Changes in operating assets and liabilities:
        Decrease (increase) in accounts receivable           204,337           (40,520)
        Decrease (increase) in current assets               (312,620)         (141,342)
        Increase (decrease) in accounts payable              (41,952)         (219,215)
        Increase (decrease) in accrued expenses              (46,973)          144,379 
                                                         -----------        ----------

      Net cash  provided (used) by  operating activities     718,079          (576,242)
                                                         -----------        ----------

Cash flows from investing activities: 
  Investment in property and equipment                    (4,855,357)       (1,512,864)
  Proceeds from sale of subsidiary                                --           580,000
  Proceeds from sale of oil and gas assets                   403,046           122,180 
  Designated cash                                           (540,558)          (70,599)
  Change in production taxes payable                         540,558            70,599 
  Change in other assets                                    (489,769)          (42,130)
                                                         -----------        ----------

      Net cash used by investing activities               (4,942,080)         (852,814)
                                                         -----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds from notes payable                          2,493,000                --
  Proceeds from sale of preferred stock                           --         3,750,000
  Debt issue costs                                            (9,661)          (52,880)
  Principal payments on capital lease obligations            (52,455)          (23,319)
  Payment of preferred stock dividends                      (300,000)         (204,620)
  Increase in cash held from operating oil
    and gas properties                                      (471,543)          (30,421)
                                                         -----------        ----------

      NET CASH PROVIDED BY  FINANCING ACTIVITIES           1,659,341         3,438,760 
                                                         -----------        ----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                       (6,222)           20,770 
                                                         -----------        ----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS      (2,570,882)        2,030,474 

CASH AND CASH EQUIVALENTS AT THE 
BEGINNING OF THE PERIOD                                    3,702,511         2,038,157 
                                                         -----------        ----------

CASH AND CASH EQUIVALENTS AT THE
END OF THE PERIOD                                        $ 1,131,629        $4,068,631 
                                                         -----------        ----------
                                                         -----------        ----------
</TABLE>

See accompanying notes to consolidated financial statements.



                                      6

<PAGE>

                         EVERGREEN RESOURCES, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         AS OF SEPTEMBER 30, 1996


1. In the opinion of Management, the accompanying unaudited financial 
   statements contain all adjustments necessary to present fairly the Company's
   financial position as of September 30, 1996 and the results of its operations
   and changes in financial position for the three months and six months then 
   ended.  All such adjustments are of a normal recurring nature.

2. Certain information at March 31, 1996 has been condensed from the 
   audited financial statements included in the Company's most recent filing 
   on Form 10-K.

3. The consolidated financial statements include the accounts of the 
   Company and its wholly owned subsidiaries, Evergreen Operating Corporation 
   ("EOC"), Evergreen Resources (UK) Limited ("ERUK"), Primero Gas Marketing 
   Co. (Primero), and Powerbridge, Inc. ("PBI").  All significant intercompany 
   balances and transactions have been eliminated.

4. 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 other related costs.  Normal 
   dispositions of oil and gas properties are accounted for as adjustments of 
   capitalized costs, with no gain or loss recognized.

5. Depreciation and 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.

6. Designated cash represents the cash withheld for payment of production 
   taxes from third party revenue interest owners for subsequent distribution 
   to county taxation authorities.

7. The functional currency for the Company's foreign operations is the 
   applicable local currency.  The translation of the applicable foreign 
   currency into U.S. dollars is performed for balance sheet accounts using 
   current exchange rates in effect at the balance sheet date and for revenue 
   and expense accounts using a weighted average exchange rate during the 
   period.  The gains or losses resulting from such translation are included 
   in stockholders' equity.

                                       7

<PAGE>

                           EVERGREEN RESOURCES, INC.
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RECENT DEVELOPMENTS

UNDERWRITING

On October 28, 1996, the Company completed a public offering of its common 
shares, whereby it sold 2,000,000 shares at $5.75 per share.  Total proceeds, 
net of underwriters' commissions, were approximately $10.3 million.

PBI ACQUISITION

Effective August 1, 1996, Evergreen acquired 100% of the outstanding common 
stock of Powerbridge, Inc. and the limited partnership interests of Energy 
Investor Funds I and II (collectively "PBI").

Evergreen acquired approximately 37 BCF of proved natural gas reserves, 
approximately 24 BCF of which are developed, together with 25% working 
interest in 120,000 gross acres and 50% interest in an associated gas 
gathering and marketing system.  All of these assets are located on 
Evergreen's present acreage position in the Raton Basin.  Evergreen issued 
1,162,266 restricted shares of Evergreen Common Stock and assumed $3.6 
million of long term bank debt owed to Hibernia National Bank.

The acquisition of these assets increased Evergreen's interest to 100% in all 
leases, reserves, production, and associated gathering facilities on the 
Company's 120,000 gross acres in the Raton Basin.

At March 31, 1996, Evergreen reported 80 BCF of proved reserves, based on an 
independent engineering study which has been updated. As of August 1, 1996, 
Evergreen's proved reserves increased to 128 BCF, through the above reported 
acquisition and other development activity in the Raton Basin.  Approximately 
59% of these proved reserves are developed.  Present value of future net 
revenues before income taxes discounted at 10% increased from $30 million at 
March 31, 1996, to $51 million as of August 1, 1996.

RATON BASIN

Since December 1991, Evergreen has acquired oil and gas leases covering over 
120,000 gross acres in the Raton Basin, Las Animas County in Southeastern 
Colorado.  This acreage position will support over 500 wells on 160 acre 
spacing.  Independent engineering estimates indicate reserve potential of 
approximately 1.5 -2.0 billion cubic feet of gas per well.

Since early 1994 Evergreen has drilled fifty-four coalbed methane gas wells 
in the Vermejo coals at depths of 700 to 1,800 feet. Forty-one of these wells 
are producing; twelve are being completed and will be placed into production 
during December 1996 and January 1997.  One well will be placed into 
production in mid-97 when gathering facilities are available.

Gas sales began in January 1995 and have improved, as new wells have been 
drilled, to a present level of 11.5 million cubic feet per day gross, or 
approximately 10 million cubic feet per day net to Evergreen.

In March 1995, the Bureau of Land Management designated approximately 67,000 
acres of Evergreen's Raton Basin oil and gas leases as a Federal Unit called 
the Spanish Peaks Unit.

                                       8

<PAGE>

Evergreen has been named Unit Operator.  Formation of the Unit allows 
Evergreen to base development decisions within the Unit on technical, 
geologic and geophysical data rather than the fulfillment of term lease 
obligations.  Evergreen's remaining Unit commitment is to drill and evaluate 
one new unit obligation well by December 31, 1997.

Evergreen plans continual development of the Raton Basin acreage. Existing 
gathering and compression systems are now being upgraded.

CIG AGREEMENT

On September 5, 1996, Evergreen (through its marketing joint venture with 
Primero Gas Marketing Company) entered into an agreement with Colorado 
Interstate Gas Company ("CIG") providing for CIG's construction of a gas 
blending facility in Trinidad, Colorado, 10 miles from Evergreen's wells and 
a firm transportation agreement for a ten year term.  Evergreen's gas 
production is relatively pure methane and to meet CIG pipeline 
specifications, CIG desires to have small quantities of nitrogen blended with 
the methane.  CIG will construct a nitrogen blending facility capable of 
blending at least 30 million cubic feet of gas per day, to be in service on 
or about January 1, 1997.  Evergreen has entered into a firm transportation 
agreement at CIG's current tariff rates to transport gas to Dumas, Texas.  
Evergreen will be obligated to transport at least 10,000 MMBtu per day 
(approximately 10.4 million cubic feet of gas), and will be allowed to 
transport an additional 15,000 MMBtu per day at a fixed charge.  This 
transportation agreement will provide Evergreen access to Midwest markets and 
the Company believes that it will receive higher gas prices as a result. 

FALKLAND ISLANDS

Evergreen has a net 2% working interest in a consortium which has recently 
been awarded an exploration license for Tranche A in the First Offshore 
Falkland Islands Licensing Round.

Amerada Hess (Falklands Islands) Limited is Operator of the consortium, which 
includes Fina Exploration Atlantic BV, Murphy South Atlantic Oil Company, 
Teikoku Oil Co. Ltd., and Argos Evergreen Limited.

Argos Evergreen Limited, a 5% working interest holder in the consortium, is a 
joint venture company formed in the Falkland Islands and owned 60% by Argos 
Resources Limited and 40% by Evergreen Resources (UK) Limited, the UK 
subsidiary of Evergreen Resources Inc.

Argos Resources Limited is a subsidiary of Argos Limited, a Falkland Islands 
company which owns and operates a fleet of deep sea fishing vessels in the 
Falkland Islands area.  

The license covers 626 square miles and lies approximately 150 miles to the 
north of the islands in water depths ranging up to 1,575 feet.  This area 
incorporates part of a major unexplored sedimentary basin which has not yet 
been tested by drilling.  It therefore represents a rare opportunity to be 
involved during the early phase of exploration in an unexplored basin.

SAN JUAN BASIN

Effective June 1, 1996, Evergreen sold its working interests in six producing 
wells in the San Juan Basin, Rio Arriba County, New Mexico.  The wells 
qualify for the Section 29 tax credit.  The working interests were sold to a 
limited partnership owned and controlled by Banque Paribas.

Evergreen received $53,000 cash and a volumetric production payment under 
which Evergreen will receive 99% of the cash flow from the wells until 
approximately 1.1 billion

                                       9

<PAGE>

cubic feet of gas have been produced and sold net to the well interests.  At 
present production levels, the production payment will end in 4 - 5 years.

In addition to the production payment, Evergreen will receive additional 
monthly payments based on production from the wells through 2002.

Evergreen has the option to repurchase the interests at any time between 
December 31, 2002, and January 1, 2008, and will automatically revert to 75% 
ownership in the interests if and when approximately 1.8 BCF net have been 
produced from the wells.  

Evergreen owns varying interests in sixteen additional wells in the San Juan 
Basin, the majority of which are shut-in at present because of low production 
volumes.

UNITED KINGDOM

In 1991 and 1992 the Company's wholly owned subsidiary, Evergreen Resources 
(U.K.) Ltd.("ERUK"), was awarded seven onshore U.K. hydrocarbon Exploration 
Licenses for the development of coalbed methane gas and conventional 
hydrocarbons (the "Licenses").  The Licenses provide ERUK with the largest 
onshore acreage position in the U.K., and cover substantially all of six 
distinct onshore U.K. basins.  Over 400,000 acres are considered prospective 
specifically for coalbed methane.

Under a new onshore Licensing regime implemented by the UK Department of 
Trade and Industry (DTI), Evergreen will convert its existing onshore 
Exploration Licenses to new onshore Licenses, called Petroleum Exploration 
and Development Licenses.  These new Licenses will provide up to a 30 year 
term with periodic relinquishment, approximately every 5 years, of up to 50% 
of the acreage subject to future development plans.  Work commitments on the 
existing Licenses have been fulfilled through 1997 as a result of Evergreen's 
prior UK activity.  There are no royalties or burdens encumbering the 
Licenses.

Evergreen is continuing to hold discussions with various funding sources, 
including potential industry partners, for the purpose of resuming evaluation 
and development of the Licenses.

LIQUIDITY AND CAPITAL RESOURCES

Evergreen currently has a $15.0 million revolving line of credit with 
Hibernia National Bank of New Orleans with interest at the Bank's prime rate. 
Advances pursuant to this line of credit are limited to the borrowing base, 
which is presently $15.0 million. There are no restrictions associated with 
advances under the line.  An annual fee of one half of one percent is paid 
quarterly for any unused portion of the credit line.  The borrowing base is 
redetermined semi-annually by the bank based upon reserve evaluations of the 
Company's oil and gas properties.  The Company used a portion of the proceeds 
of the underwriting to retire $2.5 million outstanding under the line of 
credit and the $3.6 million assumed in the PBI acquisition.  As of November 
11, 1996, there are no borrowings on the line.

The Company anticipates drilling 30 to 40 wells and expanding and upgrading 
gas gathering facilities during fiscal 1997. Capital requirements for the 
remainder of fiscal 1997 are estimated to be approximately $7 million.  The 
Company believes that cash flow from operations, the availability of funds 
under its line of credit, and funds from the underwriting will be sufficient 
to fulfill the 1997 development objectives.

Leases expiring in fiscal 1997 are not material and do not require 
significant drilling expenditures.


                                      10

<PAGE>

Cash flows provided by operating activities were $718,000 for the six months 
ended September 30, 1996 as compared to cash used by operating activities of 
$576,000 in the prior year.  The significant increase in the cash flows 
provided by operating activities is due primarily to improved operating 
results as a result of higher gas production, higher gas prices, the PBI 
acquisition and the monetization of the San Juan Basin section 29 tax credits.

Cash flows used by investing activities were $4,942,000 during the six months 
ended September 30, 1996 versus $853,000 during the same period in 1995.  The 
increase was primarily due to the continued development of the Raton Basin 
including increased capital expenditures resulting from the PBI acquisition.

Cash flows provided by financing activities were $1,659,000 during the six 
months ended September 30, 1996 as compared to $3,439,000 in the prior 
period.  The decrease was due primarily to the Company using $2,500,000 of 
its line of credit for drilling activities in 1996 compared to receiving 
proceeds from the sale of preferred stock of $3,750,000 in 1995.

The Company's production from its San Juan basin properties has not met the 
minimum volume requirements under its transportation agreements with El Paso 
Field Services ("El Paso").  As of September 30, 1996, the cumulative 
obligation of the Company to El Paso resulting from this shortfall was 
$2,031,000.  At current rates of production, this liability would increase to 
over $3 million by the end of the contract term in July 1998.  The Company is 
currently in discussions with El Paso concerning alternative resolutions to 
the shortfall, including the purchase by the Company of a portion of El 
Paso's pipeline system.  However, there is no assurance that an alternative 
agreement will be reached.

The Financial Accounting Standards Board has recently issued Statement of 
Financial Accounting Standards ("SFAS") No. 121, "Accounting for the 
Impairment of Long-Lived Assets" and SFAS No. 123, "Accounting for the Stock 
Based Compensation".  SFAS No. 121 provides standards for accounting for the 
impairment of various long-lived assets.  The Company uses the full cost 
method which requires an impairment to be recorded when total capitalized 
costs exceed the present value, discounted at 10%, of estimated future net 
cash flows from proved oil and gas reserves.  Therefore, the adoption of SFAS 
No. 121 is not expected to have a material effect on the financial position 
or results of operations of the Company.

SFAS No. 123 encourages the accounting for stock-based employee compensation 
programs to be reported within the financial statements on a fair value based 
method.  If the fair value based method is not adopted, then the statement 
requires pro-forma disclosure of net income and earnings per share as if the 
fair value based method had been adopted.  The Company has not yet determined 
how SFAS No. 123 will be adopted nor its impact on the financial statements.  
Both statements are effective for fiscal years beginning after December 15, 
1995.

RESULTS OF OPERATIONS - SIX MONTHS ENDED SEPTEMBER 30, 1996

The Company reported net income of $66,000 or $0.01 per common share for the 
six months ended September 30, 1996, compared to a net loss of $321,100 or 
$0.06 per common share for the same period in 1995.

For the three months ended September 30, 1996, the Company reported net 
income of $156,000 or $0.02 per common share compared to net income of 
$118,400 or $0.02 per common share for the same period in 1995, which 
included a $525,000 gain on an asset sale.

Natural gas revenues were $1,652,700 during the six months ended September 
30, 1996, compared to $456,000 for the same period in the prior year.

                                      11

<PAGE>

During the three months ended September 30, 1996, natural gas revenues were 
$1,129,600 versus $210,500 in the prior year.

The Company has no significant oil reserves, production or revenues.

The significant year-to-year increase in natural gas revenue during the six 
months ended September 30, 1996, is attributable to substantially higher 
Raton Basin production volumes sharply higher natural gas prices and the 
monetization of the San Juan Basin tax credit.

The higher gas production volumes and gas revenues in the quarter ended 
September 30, 1996, are due to ten new Raton Basin wells being placed into 
production, higher gas prices,  and the PBI acquisition.

During the quarter ended September 30, 1996, Raton Basin gas production 
represented over 88% of the Company's total gas production, compared to 49% 
for the same period in the prior year.  At September 30, 1996, there were 31 
producing Raton Basin wells compared to 16 producing wells at September 30, 
1995.

Production costs and taxes (lifting costs) for the six months ended September 
30, 1996, were $364,600 compared to $388,000 for the same period in 1995.  On 
an equivalent Mcf basis (Mcfe), lifting costs declined from $0.88 per Mcf in 
the six months ended September 30, 1995 to $0.33 per Mcf in the current year.

                                 Six Months Ended       Three Months Ended
                                   September 30,           September 30,
                              ---------------------   ---------------------
                                 1996        1995        1996        1995

   Gas Production (Mcf)        1,118,700    414,500      724,400    206,800
   Gas Revenues               $1,652,700   $456,000   $1,129,600   $210,500
   Avg. Price per Mcf              $1.48      $1.10        $1.56      $1.02

   Production Cost per Mcfe        $0.33      $0.88        $0.32      $0.71

Oil and gas service revenues and cost of oil and gas services are 
attributable to the Company's wholly owned subsidiary Evergreen Operating 
Corporation (EOC), which is primarily responsible for drilling, evaluation 
and production activities associated with various properties and for 
negotiating the sales of oil and gas production from the properties.  As of 
November 8, 1996, EOC was serving as Operator for approximately 160 producing 
wells owned by the Company and also by other unaffiliated third parties.

During the six months ended September 30, 1996, oil and gas service revenues 
were $365,800, versus $370,500 for the six months ended September 30, 1995, a 
2% decrease.  Costs of oil and gas services during the six months ended 
September 30, 1996 were $402,000 vs. $376,000 for the prior year, a 7% 
increase.

Depreciation, depletion and amortization expense for the six months ended 
September 30, 1996 was $498,700 compared to $322,200 in the prior year.  The 
increase is due to the increase in gas production in the Raton Basin.

General and administrative expenses were $317,000 during the six months ended 
September 30, 1996 as compared to $398,000 during 1995.  The $81,000 decrease 
is due to overhead reductions.

Interest income for the six months ended September 30, 1996 was $83,000 
compared to $66,900 in 1995.

                                      12

<PAGE>

Interest expense for the six months ended September 30, 1996 was $108,000 
versus $18,000 during the same period in 1995.  The $90,000 increase is due 
to the debt assumed by the Company as a result of the PBI acquisition, the 
interest on the line of credit borrowings, and the interest on the capital 
lease obligations.

The Company reported $35,800 of other income during the six months ended 
September 30, 1996, compared to $535,400, the result of an asset sale, in 
the prior year.


                         PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

The Company is not engaged in any material pending legal proceedings to which 
the Company or its subsidiaries is a party or to which any of its property is 
subject.

ITEM 2.  CHANGES IN SECURITIES.

Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

At the Company's Annual Meeting on August 15, 1996, Shareholders elected John 
J. Ryan, III, to a new three year term as a Director.

ITEM 5.  OTHER INFORMATION.

Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

On August 21, 1996, a report on Form 8-K was filed, and on September 6, 1996 
a report on Form 8K/A was filed.  Each of these reports were filed pursuant 
to the PBI acquisition.

                                      13

<PAGE>

                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this Report to be signed on its behalf by the 
undersigned thereunto duly authorized.  

                                          EVERGREEN RESOURCES, INC.
                                               (Registrant)



DATE: November 11, 1996                   By: /s/ James S. Williams
                                              ------------------------
                                              James S. Williams
                                              Chairman of the Board



                                      14


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-1997
<PERIOD-START>                             APR-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                       1,131,629
<SECURITIES>                                         0
<RECEIVABLES>                                1,493,098
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             3,214,653
<PP&E>                                      66,575,422
<DEPRECIATION>                            (12,124,859)
<TOTAL-ASSETS>                              60,415,132
<CURRENT-LIABILITIES>                        2,651,531
<BONDS>                                              0
                        7,500,000
                                          0
<COMMON>                                        71,021
<OTHER-SE>                                  39,426,925
<TOTAL-LIABILITY-AND-EQUITY>                60,415,132
<SALES>                                      2,021,275
<TOTAL-REVENUES>                             2,140,037
<CGS>                                          841,580
<TOTAL-COSTS>                                1,656,908
<OTHER-EXPENSES>                                 8,633
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             108,455
<INCOME-PRETAX>                                366,041
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             66,041
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    66,041
<EPS-PRIMARY>                                     0.01 <F1>
<EPS-DILUTED>                                        0
<FN>
<F1>PER COMMON SHARE AFTER CASH DIVIDENDS PAID ON PREFERRED STOCK.
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