EVERGREEN RESOURCES INC
10-Q/A, 1999-05-03
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>

                       Securities and Exchange Commission
                              Washington, DC 20549

                       ----------------------------------

                                   FORM 10-Q/A
                                Quarterly Report


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


                       FOR THE QUARTER ENDED JUNE 30, 1997
                         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 JULY 24,  1997
    Common Stock, No Par Value                       9,412,500

<PAGE>

                            EVERGREEN RESOURCES, INC.
                                      INDEX

<TABLE>
<CAPTION>
                                                                                  Page
                                                                                 Number
                                                                                 ------
<S>                                                                              <C>
PART I.   FINANCIAL INFORMATION

      Consolidated Balance Sheets as of June 30, 1997
         and December 31, 1996...................................................      3

      Consolidated Statements of Operations for the Six and Three
         Months Ended June 30, 1997 and June 30, 1996............................    4 - 5

      Consolidated Statements of Cash Flows for the Six Months
         Ended June 30, 1997 and June 30, 1996...................................      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

</TABLE>

                                       2
<PAGE>

                            EVERGREEN RESOURCES, INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                  ASSETS                                                     June 30, 1997      December 31, 1996
                  ------                                                   ----------------     -----------------
<S>                                                                        <C>                  <C>
CURRENT:
     Cash and cash equivalents                                             $      2,596,274      $     2,640,300 
     Accounts receivable:
         Oil and gas sales                                                        1,345,764            1,182,635 
         Joint interest billings and other                                        1,012,047              727,283 
     Other current assets                                                           233,016              113,964 
                                                                           ----------------      ---------------
              TOTAL CURRENT ASSETS                                                5,187,101            4,664,182 
                                                                           ----------------      ---------------
PROPERTY AND EQUIPMENT:
     Proved oil and gas properties, based on full-cost accounting                54,085,795           49,323,572 
     Unevaluated properties not subject to amortization                           9,084,228            8,579,220 
     Gas gathering equipment                                                     19,154,440           13,952,381 
     Support equipment                                                            1,861,981            1,422,955 
                                                                           ----------------      ---------------
                                                                                 84,186,444           73,278,128 

     Less accumulated depreciation, depletion and amortization                  (13,770,685)         (12,578,205)
                                                                           ----------------      ---------------
              NET PROPERTY AND EQUIPMENT                                         70,415,759           60,699,923 
                                                                           ----------------      ---------------
DESIGNATED CASH                                                                   1,468,626            1,493,114 
OTHER ASSETS                                                                      1,598,834            1,386,376 
                                                                           ----------------      ---------------
                                                                           $     78,670,320      $    68,243,595 
                                                                           ----------------      ---------------
                                                                           ----------------      ---------------

     LIABILITIES AND STOCKHOLDERS' EQUITY
     ------------------------------------

CURRENT LIABILITIES:
     Accounts payable                                                      $        807,289      $     3,223,047 
     Amounts payable to oil and gas property owners                               2,484,817            1,068,532 
     Accrued expenses and other                                                     395,595              415,748 
     Current portion - capital leases                                               570,380              275,348 
                                                                           ----------------      ---------------
              TOTAL CURRENT LIABILITIES                                           4,258,081            4,982,675 

     Production taxes payable                                                     1,468,626            1,493,114 
     Obligations under capital leases                                             3,300,286            1,173,500 
     Notes payable                                                                6,950,000                   -- 
     Other long term liabilities                                                  2,430,878            2,230,798 
                                                                           ----------------      ---------------
              TOTAL LIABILITIES                                                  18,407,871            9,880,087 
                                                                           ----------------      ---------------
REDEEMABLE PREFERRED STOCK                                                        6,000,000            6,000,000 
                                                                           ----------------      ---------------
COMMON STOCKHOLDERS' EQUITY:
     Common stock, shares issued and outstanding,
         9,392,720 and 9,336,320                                                     93,922               93,636 
     Additional paid-in capital                                                  61,553,597           61,369,368 
     Accumulated deficit                                                         (7,538,600)          (9,198,780)
     Foreign currency translation adjustment                                        153,530               99,284 
                                                                           ----------------      ---------------
              TOTAL STOCKHOLDERS' EQUITY                                         54,262,449           52,363,508 
                                                                           ----------------      ---------------
                                                                           $     78,670,320      $    68,243,595 
                                                                           ----------------      ---------------
                                                                           ----------------      ---------------

</TABLE>

See accompanying notes to consolidated financial statements

                                       3
<PAGE>

                            EVERGREEN RESOURCES, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                          Six Months Ended June 30,
                                                          -------------------------
                                                          1997                 1996
                                                          ----                 ----
<S>                                                   <C>                 <C>
REVENUE:
     Oil and gas production                           $ 4,958,501         $ 1,010,620 
     Oil and gas services                                 374,467             396,847 
     Interest                                              71,806             115,347 
     Other income                                             ---              18,067 
                                                      -----------        ------------
         TOTAL REVENUES                                 5,404,774           1,540,881 
                                                      -----------        ------------

COSTS AND EXPENSES:
     Cost of production and operations                    888,731             256,573 
     Gas gathering costs                                   77,675              93,462 
     Cost of oil and gas services                         392,426             367,410 
     Depreciation, depletion and amortization           1,291,505             373,873 
     General and administrative expenses                  576,329             363,231 
     Interest expense                                     271,590              11,386 
     Other expense                                          6,338              (5,454)
                                                      -----------        ------------
         TOTAL COSTS AND EXPENSES                       3,504,594           1,460,481 
                                                      -----------        ------------

NET INCOME                                              1,900,180              80,400 

PREFERRED STOCK DIVIDENDS                                 240,000             300,000 
                                                      -----------        ------------
NET INCOME (LOSS) ATTRIBUTABLE
      TO COMMON STOCK                                 $ 1,660,180        $   (219,600)
                                                      -----------        ------------
                                                      -----------        ------------

NET INCOME (LOSS) PER SHARE OF COMMON STOCK           $       .18        $       (.04)
                                                      -----------        ------------
                                                      -----------        ------------
WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING                                 9,392,720           5,900,000
                                                      -----------        ------------
                                                      -----------        ------------

</TABLE>

See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                            EVERGREEN RESOURCES, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                         Three Months Ended June 30,
                                                         ---------------------------
                                                          1997                 1996
                                                          ----                 ----
<S>                                                   <C>                 <C>
REVENUE:
     Oil and gas production                           $ 2,520,800        $   526,344 
     Oil and gas services                                 192,696            190,909 
     Interest                                              31,317             51,599 
     Other income                                             ---             10,028 
                                                      -----------        -----------
         TOTAL REVENUES                                 2,744,813            778,880 
                                                      -----------        -----------

COSTS AND EXPENSES:
     Cost of production and operations                    483,728            131,953 
     Gas gathering costs                                   41,413             43,898 
     Cost of oil and gas services                         205,321            184,841 
     Depreciation, depletion and amortization             704,796            201,840 
     General and administrative expenses                  283,413            149,270 
     Interest expense                                     165,654              9,385 
     Other expense                                            543             (2,337)
                                                      -----------        -----------
         TOTAL COSTS AND EXPENSES                       1,884,868            718,850 
                                                      -----------        -----------

NET INCOME                                                859,945             60,030 

PREFERRED STOCK DIVIDENDS                                 120,000            150,000 
                                                      -----------        -----------
NET INCOME (LOSS) ATTRIBUTABLE
      TO COMMON STOCK                                 $   739,945        $   (89,970)
                                                      -----------        -----------
                                                      -----------        -----------

NET INCOME (LOSS) PER SHARE OF COMMON STOCK           $       .08        $      (.02)
                                                      -----------        -----------
                                                      -----------        -----------
WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING                                 9,392,720          5,899,736 
                                                      -----------        -----------
                                                      -----------        -----------

</TABLE>

See accompanying notes to consolidated financial statements.

                                       5
<PAGE>

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

<TABLE>
<CAPTION>
                                                               Six Months Ended June 30,
                                                               -------------------------
                                                               1997               1996
                                                               ----               ----
<S>                                                        <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                               $ 1,900,180        $    80,400 
  Adjustments to reconcile net income to
   cash provided by operating activities:
    Depreciation, depletion and amortization                 1,291,505            373,873 
    Other                                                       44,160             45,347 
    Changes in operating assets and liabilities:
      Decrease (increase) in accounts receivable              (448,018)          (490,626)
      Decrease (increase) in current assets                   (119,045)          (137,181)
      Increase (decrease) in accounts payable                 (637,185)           136,032 
      Increase (decrease) in accrued expenses                  (20,152)           155,756 
                                                           -----------        -----------
    NET CASH PROVIDED BY OPERATING ACTIVITIES                2,011,445            163,601 
                                                           -----------        -----------
Cash flows from investing activities:
  Investment in property and equipment                     (10,086,339)        (3,128,737)
  Proceeds from sale of oil and gas assets                         ---            310,413 
  Proceeds from sale of subsidiary                                 ---            457,820 
  Designated cash                                               24,488           (164,478)
  Change in production taxes payable                           (24,488)           164,478 
  Decrease (Increase) in other assets                         (191,711)            96,552 
                                                           -----------        -----------
    NET CASH USED BY INVESTING ACTIVITIES                  (10,278,050)        (2,263,952)
                                                           -----------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds from notes payable and long-term debt         7,327,120            ---     
  Proceeds from sale of common stock                               ---            303,904 
  Debt issue costs                                             (19,416)           (13,598)
  Principal payments on capital lease obligations             (264,332)           (39,012)
  Payment of preferred stock dividends                        (240,000)          (300,000)
  Increase in cash held from operating oil
    and gas properties                                       1,416,285             (3,935)
                                                           -----------        -----------

    NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES         8,219,657            (52,641)
                                                           -----------        -----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                          2,922            (53,051)
                                                           -----------        -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                      (44,026)        (2,206,043)

CASH AND CASH EQUIVALENTS,
BEGINNING OF THE PERIOD                                      2,640,300          3,646,492 
                                                           -----------        -----------
CASH AND CASH EQUIVALENTS,
END OF THE PERIOD                                          $ 2,596,274        $ 1,440,449 
                                                           -----------        -----------
                                                           -----------        -----------

</TABLE>

See accompanying notes to consolidated financial statements.

                                       6
<PAGE>

                            EVERGREEN RESOURCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 1997


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 June 30, 1997 and the results of its
      operations and changes in financial position for the three and six months
      then ended. All such adjustments are of a normal recurring nature.

2.    Certain information at December 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 the Company and 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.

8.    Effective with the period ended December 31, 1996, the Company elected to
      begin utilizing a December 31 year-end. As a result of the change in
      fiscal years the Statement of Operations for the six months ended June 30,
      1996 has been restated to include the results of operations for the three
      months ended March 31, 1996 and the three months ended June 30, 1996.

                                       7
<PAGE>

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

RECENT DEVELOPMENTS

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.

         On March 10, 1997, drilling commenced on 18 new development wells 
and 4 exploratory wells. All wells were drilled to the Vermejo coal intervals 
at depths ranging from 900 feet to 3100 feet. The 18 development wells are 
located in the Southern portion of the Spanish Peaks Unit and 17 are now 
producing.

         Two of the exploratory wells have been drilled in the Northern 
portion of the Spanish Peaks Unit, and the other two exploratory wells have 
been drilled in the central portion of the Sangre de Cristo Unit. The 
exploratory wells will test production levels, provide additional geologic 
control, and also will fulfill Unit obligations.

         In July 1997, drilling commenced on an additional 20 development 
wells, all of which are expected to be producing by year-end.

         To date, Evergreen has drilled 79 coalbed methane gas wells in the 
Vermejo coals at depths of 900 to 3,100 feet. Evergreen has a 100% interest 
in these wells, 71 of which are in production. The remaining 8 wells are 
awaiting completion. Gas sales began in January 1995 and production has 
improved as new wells have been drilled to a present level of over 23 million 
cubic feet (MMcf) per day gross. Evergreen's net sales are approximately 19 
MMcf per day at present.

         Effective January 1, 1997, the Company entered into a firm 
transportation agreement for a ten-year term with Colorado Interstate Gas 
Company ("CIG"). The agreement, at CIG's current tariff rates, allows the 
Company to access Mid-continent natural gas markets. The Company is obligated 
to transport at least 10 MMcf per day, and will be allowed to transport an 
additional 15 MMcf per day at a fixed charge. The agreement provides 
Evergreen access to markets beyond the Rockies and improves the Company's gas 
marketing options.

         The Company's MINIMUM natural gas price target for the full year is 
$1.60 per Mcf. In order to help insure Evergreen's 1997 minimum target gas 
price, the Company has entered into several contracts which collectively 
represent approximately 80% of present Raton Basin sales volumes. The 
contracts are all for the period May-October 1997. The average sales price 
resulting from these sales contracts will be approximately $1.61/Mcf. By 
entering into these contracts, Evergreen has also fulfilled all Raton Basin 
volume commitments during May-October 1997 and now qualifies for reduced 
transportation charges of approximately $0.20 per Mcf on all volumes sold 
above the contracted levels during the six month period.

         The Company has recently entered into a contract to sell a portion 
of its gas at $2.05/Mcf for November 1997 through March 1998.

                                       8
<PAGE>

         Colorado Interstate Gas Company ("CIG") plans to construct a new 
120-mile, 16 inch pipeline from Trinidad to Campo, Colorado. Capacity of this 
new pipeline will initially be approximately 100 million cubic feet per day. 
CIG expects that this new line will be in service in August of 1998.

         The Company has executed an agreement for transportation on this 
pipeline, which is subject to the outcome of an "open season" filed by CIG to 
solicit additional firm-volume commitments. The open season will be completed 
in mid-August, at which time the terms of the agreement will be finalized in 
accordance with the "open season" provisions mandated by the Federal Energy 
Regulatory Commission.

UNITED KINGDOM

         Under a new onshore Licensing regime implemented by the UK 
Department of Trade and Industry (DTI), Evergreen has converted 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 optional periodic relinquishment of portions of the 
licenses, subject to future development plans. There are no royalties or 
burdens encumbering the Licenses. Work commitments on the Licenses have been 
fulfilled through 1997 as a result of Evergreen's prior UK activity.

         The DTI has approved the Company's request to relinquish 259,461 
presently licensed acres, which were not considered highly prospective for 
coalbed methane (CBM) development. The Company retains 371,018 acres, which 
were high-graded for CBM and conventional hydrocarbon potential. Work 
commitments for acreage retained will include remote sensing studies, 
additional seismic studies and the drilling of three wells, one per year 
beginning in 1999.

         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.

SHAREHOLDER RIGHTS PLAN

         On July 7, 1997 the Board of Directors adopted a Shareholder Rights 
Plan ("Rights Plan"), pursuant to which stock purchase rights will be 
distributed as a dividend to its common stockholders at a rate of one Right 
for each share of common stock held of record as of July 22, 1997.

         The Rights Plan is designed to enhance the Board's ability to 
prevent an acquiror from depriving stockholders of the long-term value of 
their investment and to protect shareholders against attempts to acquire the 
Company by means of unfair or abusive takeover tactics that have been 
prevalent in many unsolicited takeover attempts.

         This action is not taken in response to any pending or threatened 
takeover effort to acquire the Company.

         Under the Rights Plan, the rights will become exercisable only if a 
person or a group (except for existing 20% shareholders) acquires or 
commences a tender offer for 20% or more of the Company's common stock. Until 
they become exercisable, the Rights attach to and trade with the Company's 
common stock. The Rights will expire July 22, 2007. The Rights may be 
redeemed by the continuing members of the Board at $.001 per Right prior to 
the day after a person or group has accumulated 20% or more of the Company's 
common stock.

                                       9
<PAGE>

         In the event that a person or group acquires 20% of the Company's 
common stock, the rights would then be modified to represent the right to 
receive for the exercise price, Company common stock having a value worth 
twice the exercise price.

         In the event that the Company is involved in a merger or other 
business combination at any time after a person or group has acquired 20% or 
more of the Company's common stock, the Rights will be modified so as to 
entitle a holder to buy a number of shares of common stock of the acquiring 
entity having a market value of twice the exercise price of each Right.

         All Rights held or acquired by a person or group holding 20% or more 
of the Company's shares are void. The Rights are not triggered by continued 
stock ownership of the Company's existing 20% shareholders, unless these 
Shareholders increase their holdings in the Company above 30%.

         Additional details of the Shareholder Rights plan were outlined in a 
letter recently mailed to the Company's stockholders.

LIQUIDITY AND CAPITAL RESOURCES

         Evergreen currently has a $30.0 million revolving line of credit 
with Hibernia National Bank of New Orleans, Louisiana, which is available 
through May 1999. Advances pursuant to this line of credit are limited to the 
borrowing base, which is presently $30.0 million. Interest accrues at prime 
plus or minus a margin of -.25% to .25%, with margins determined on the 
average outstanding borrowings under the line of credit. The borrowing base 
is redetermined semi-annually by the bank based upon reserve evaluations of 
the Company's oil and gas properties. As of July 24, 1997, the Company had 
$6.1 million of borrowings under the line.

         The Company has a $6.0 million equipment lease line with Hibernia 
with interest at prime for a term of five years including options to purchase 
the equipment at a nominal amounts at the end of the lease term. The Company 
primarily leases compressors for the Raton Basin gas gathering system and 
other related production equipment. At July 24, 1997, the Company had 
utilized approximately $4 million under the lease line.

         The Company anticipates drilling 40-60 wells and expanding and 
upgrading gas gathering facilities during fiscal 1997. Capital requirements 
for the remainder of fiscal 1997 are estimated to be approximately $9 
million. The Company believes that cash flow from operations and funds under 
its line of credit will be sufficient to fulfill the 1997 development 
objectives. Leases expiring in fiscal 1997 are not material and do not 
require significant drilling expenditures.

         Cash flows provided by operating activities were $2,011,500 for the 
six months ended June 30, 1997 as compared to cash provided by operating 
activities of $163,600 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 and higher gas prices.

         Cash flows used by investing activities were $10,278,000 during the 
six months ended June 30, 1997 versus $2,264,000 during the same period in 
1996. The increase was due to the continued development of the Raton Basin 
including an upgrade of the gas gathering system.

                                       10
<PAGE>

         Cash flows provided by financing activities were $8,220,000 during 
the six months ended June 30, 1997 as compared to cash flows used by 
financing activities of $52,600 in the prior period. The increase was due 
primarily to increased borrowings to fund the drilling and gathering system 
development in the Raton Basin.

         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 June 30, 1997, the cumulative 
obligation of the Company to El Paso resulting from this shortfall was 
$2,431,000. 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.

         Some of the information contained herein is forward-looking. Actual 
results could materially differ and could be affected by, among other things, 
natural gas prices, and/or general economic conditions.

         On March 3, 1997, the Financial Accounting Standards Board (FASB) 
issued Statement of Financial Accounting Standards No. 128 "Earnings Per 
Share" (SFAS No. 128). This pronouncement provides a different method of 
calculating earnings per share than is currently used in accordance with 
Accounting Principles Board Opinion (APB) No. 15, "Earnings Per Share". SFAS 
128 provides for the calculation of "Basic" and "Diluted" earnings per share. 
Basic earnings per share includes no dilution and is computed by dividing 
income available to common shareholders by the weighted average number of 
common shares outstanding for the period. Diluted earnings per share reflects 
the potential dilution of securities that could share in the earnings of an 
entity, similar to fully diluted earnings per share. The Company will adopt 
SFAS No. 128 in 1997 and its implementation is not expected to have a 
material effect on the consolidated financial statements.

                                       11
<PAGE>

RESULTS OF OPERATIONS - SIX MONTHS AND THREE ENDED JUNE 30, 1997

         The Company reported net income of $1,660,200 or $0.18 per common 
share for the six months ended June 30, 1997, compared to a net loss of 
$219,600 or $0.04 per common share for the same period in 1996.

         For the three months ended June 30, 1997, the Company reported net 
income of $739,900 or $0.08 per common share compared to a net loss of 
$89,900 or $0.02 per common share for the same period in 1996.

         EBITDA (earnings before interest, taxes, depreciation, depletion and 
amortization) improved to $3.2 million or $0.34 per common share for the six 
months ended June 30, 1997 vs. $165,600 or $0.03 per common share for the 
same period in 1996. For the three months ended June 30, 1997 EBITDA was 
$1,610,400 or $0.17 per common share as compared to $121,300 or $0.02 per 
common share in the prior period.

         EBITDA is not an alternative to GAAP operating income as an 
indicator of operating performance or a measure of liqiuidity under GAAP. The 
Company includes EBITDA because it believes that EBITDA is a useful measure 
of the free pre-tax cash flow generated by the Company. The pre-tax cash 
flows are not necessarily available for debt or other discretionary uses by 
management due to legal or functional requirements to conserve funds for 
other commitments and uncertainties in the operation of the Company's 
business. The company anticipates that EBITDA will continue to increase 
as production increases and therefore increase its ability to service future 
debt requirements. EBITDA is not intended to represent cash flows for the 
period; nor has it been presented as an indicator of the Company's financial 
or operating performance prepared in accordance with generally accepted 
accounting principles. This EBITDA calculation may not be comparable to 
similarly titled measures presented by other companies and, accordingly, 
could be misleading unless other EBITDA calculations are calculated in the 
same fashion. Reference is hereby made to the GAAP cash flows discussion on 
pages 10 and 11.

         Natural gas revenues were $4,958,500 during the six months ended 
June 30, 1997, compared to $1,010,600 for the same period in the prior year. 
During the three months ended June 30, 1997, natural gas revenues were 
$2,520,800 vs. $526,300 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 three and six months ended June 30, 1997, is attributable to sharply 
higher Raton Basin production volumes and improved natural gas prices.

         During the quarter ended June 30, 1997, Raton Basin gas production 
represented approximately 93% of the Company's total gas production, compared 
to 73% for the same period in the prior year. At June 30, 1997, there were 67 
producing Raton Basin wells compared to 31 producing wells at June 30, 1996.

         Production costs and taxes (lifting costs) for the six months ended 
June 30, 1997, were $888,700 compared to $256,600 for the same period in 
1996. On an equivalent Mcf basis (Mcfe), lifting costs declined from $0.36 
per Mcf in the six months ended June 30, 1996 to $0.32 per Mcfe in the 
current year. Lifting costs for the three months ended June 30, 1997 were 
$483,700 as compared to $131,900 in the prior year. On a Mcfe basis lifting 
costs were $0.33 for both periods.

                                       12
<PAGE>

<TABLE>
<CAPTION>
                                             Six Months Ended                 Three Months Ended
                                                 June 30,                          June 30,
                                             -----------------                ------------------
                                          1997             1996             1997             1996
<S>                                     <C>             <C>              <C>                <C>
Gas Production (Mcf)                    2,757,000         719,400        1,459,200          395,100
Gas Revenues                            4,958,500       1,010,600        2,520,800          526,300
Avg. Price per Mcf                          $1.80           $1.40            $1.73            $1.33

Production Cost per Mcfe                    $0.32           $0.36            $0.33            $0.33

</TABLE>

         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 
July 23, 1997, EOC was serving as Operator for approximately 185 producing 
wells owned by the Company and also by other unaffiliated third parties.

         During the six months ended June 30, 1997, oil and gas service 
revenues were $374,500, versus $396,800 for the six months ended June 30, 
1996, a 6% decrease. Costs of oil and gas services during the six months 
ended June 30, 1997 were $392,400 vs. $367,400 for the prior year, a 6% 
increase. There were no significant change in oil and gas service revenues or 
cost of oil and gas services for the three months ended June 30,1997 and 
compared to the same period in 1996.

         Depreciation, depletion and amortization expense for the six months 
ended June 30, 1997, was $1,291,500 compared to $373,900 in the prior year 
and for the three months ended June 30, 1997 was $704,800 as compared to 
$201,800 for the same period in 1996. The increase for the six and three 
month periods in 1997 as compared to 1996 is due to the significant increase 
in gas production in the Raton Basin and the increase in capital costs for 
drilling and the gas gathering system.

         General and administrative expenses were $576,300 during the six 
months ended June 30, 1997 as compared to $363,200 during the same period in 
1996 and for the three months ended June 30, 1997 were $283,400 as compared 
to $149,300 for the same period in 1996. The increase in general and 
administrative expenses of $213,000 for the three months ended June 30, 1997 
as compared to 1996 and the increase of $134,100 for the three month period 
ended June 30,1997 as compared to 1996 is due to the expected increase in 
overall corporate activity, including salaries and professional services. The 
$213,100 (or 58%) increase is due to an increase in overall corporate 
activity, associated with an expanded drilling program.

         Interest income for the six months ended June 30, 1997 was $71,800 
compared to $115,300 in 1996 and for the three months ended June 30, 1997 
was $31,300 as compared to $51,600 during the same period in the prior year.  
The decrease for the six and three month periods in 1997 as compared to 1996 
is due to less cash to invest as a result of the continued Raton Basin 
development.

         Interest expense for the six months ended June 30, 1997 was $271,600 
versus $11,400 during the same period in 1996 and for the three months ended 
June 30, 1997 was $165,700 as compared to $9,400 during the same period in 
the prior year. The increase in for the six and three month periods in 1997 
as compared to 1996 interest expense is due to increased borrowings to fund 
the Raton Basin development.

                                       13
<PAGE>

                           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.

         On June 25, 1997, Evergreen Resources, Inc filed in the Las Animas 
County District Court for a declaratory judgment against Amoco Production 
Company ( "Amoco" ) regarding the sale by Amoco of certain property located 
in Las Animas County, Colorado. Amoco entered into a Purchase and Sale 
Agreement with another entity to sell, oil and gas properties which were 
subject to a preferential purchase right under a Unit Operating Agreement. 
Evergreen, as a working interest owner in the Unit, tendered its notice to 
Amoco of its intent to exercise its preferential right to purchase certain 
properties covered by the Purchase and Sale Agreement. Amoco contends that it 
did not receive a valid election of the preferential purchase rights from 
Evergreen. Evergreen is seeking a declaratory judgment against Amoco 
declaring that it properly exercised its preferential right of purchase, and 
that Amoco is obligated to sell the properties covered by that preferential 
right of purchase to Evergreen.

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 May 28, 1997 Shareholders elected Alain 
Blanchard and Scott D. Sheffield to new three-year terms and Larry D. 
Estridge to a new two-year term.

ITEM 5.  OTHER INFORMATION.

Not applicable.

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

A report on Form 8-K describing the Shareholder Rights Plan was filed on 
July 7, 1997.

                                       14
<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: July 24, 1997                    By: /s/ Kevin R. Collins
                                          ----------------------------
                                               Kevin R. Collins
                                               VP - Finance
                                               Chief Financial Officer


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