-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HpaYvzbHkgy2PmQNVZmxb5MfAhCljcwZagpotYSrX+puznnwuNp0yF3PAZxwVCvK 4OFpQpKY0Tnx6AamPMOGaQ== 0001104659-03-010552.txt : 20030516 0001104659-03-010552.hdr.sgml : 20030516 20030516155202 ACCESSION NUMBER: 0001104659-03-010552 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030515 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARBON ENERGY CORP CENTRAL INDEX KEY: 0001096019 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 841515097 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15639 FILM NUMBER: 03708592 BUSINESS ADDRESS: STREET 1: 1700 BROADWAY SUITE 1150 CITY: DENVER STATE: CO ZIP: 80290-1101 MAIL ADDRESS: STREET 1: 1700 BROADWAY SUITE 1150 CITY: DENVER STATE: CO ZIP: 80290-1101 8-K 1 j1244_8k.htm 8-K

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported):

 

May 15, 2003

 

CARBON ENERGY CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

COLORADO

1-15639

84-1515097

(State of Other Jurisdiction ofIncorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

1700 BROADWAY, SUITE 1150, DENVER, COLORADO  80290

(Address and Zip Code of Principal Executive Offices)

 

303-863-1555

(Registrant’s telephone number, including area code)

 

 

 



 

Item 7.                                                           FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

 

99.1                           Press released dated May 15, 2003 - Carbon Energy Corporation Reports Increased Net Income for the United States and Canada for the First Quarter of 2003.

 

Item 9.                    REGULATION FD DISCLOSURE

 

The information included in this Item 9 is being furnished pursuant to “Item 12.  Results of Operations and Financial Condition” of Form 8-K.

 

The information in this Current Report, including the attached Exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

 

On May 15, 2003, Carbon Energy Corporation (the “Company”) issued a press release announcing the Company’s financial results for the three months ended March 31, 2003, a copy of which is attached as Exhibit 99.1.

 

2



 

 SIGNATURE

 

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 hereunto duly authorized.

 

 

CARBON ENERGY CORPORATION

 

Date:  May 16, 2003

 

By:

/s/ Kevin D. Struzeski

 

 

 

 

 

 

Name:

Kevin D. Struzeski

 

 

Title:

Chief Financial Officer and Treasurer

 

 

3



 

EXHIBIT INDEX

 

 

Exhibit Number

 

Description

 

 

 

99.1

 

Press Release dated May 15, 2003 — Carbon Energy Corporation Reports Increased Net Income for the United States and Canada for the First Quarter of 2003

 

 

 

4


EX-99.1 3 j1244_ex99d1.htm EX-99.1

Exhibit 99.1

 

Carbon Energy Corporation Reports

Increased Net Income for the United States and Canada

for the First Quarter of 2003

 

Carbon Energy Corporation (AMEX:CRB) today announced for the first quarter of 2003, net income of $1.5 million or $.23 per share (diluted), on revenues from oil and gas sales of $6.5 million compared to a net loss of $532,000 or $.09 per share (diluted) on revenue from oil and gas sales of $3.5 million for the first quarter of 2002.  Net cash provided by operations was $2.6 million compared to net cash used in operations of $2.1 million for the first quarter of 2002.  The reported net income for the first quarter of 2003 was increased by a non-cash after tax credit of $336,000 or $.05 per share (diluted), for the cumulative effect of adopting Statement of Financial Accounting Standards No. 143 (SFAS No. 143), which specifies accounting for future asset retirement obligations.

 

On March 31, 2003, Carbon entered into an Agreement and Plan of Reorganization (the Merger Agreement) with Evergreen Resources, Inc.  Under the Merger Agreement, Carbon will merge with a subsidiary of Evergreen, and Carbon stockholders will receive ..275 shares of Evergreen common stock for each outstanding share of Carbon common stock (and cash in lieu of any fractional shares).  As a result of the merger, Carbon will become a wholly owned subsidiary of Evergreen.  The merger is intended to be a tax-free, stock-for-stock transaction.  Completion of the merger, which is subject to customary conditions including approval by the stockholders of Carbon, is expected to occur in the third quarter of 2003.

 

On March 24, 2003, Carbon USA closed the sale of the Company’s interests in 97 gross wells (23 net wells) and 25,400 gross acres (8,200 net acres) located primarily in southeast New Mexico.  Net proved reserves at December 31, 2002 of the divested properties were 7.3 billion cubic feet of natural gas and 172,000 barrels of oil.  Daily average net production from the properties is approximately 3,270 thousand cubic feet of gas per day and 130 barrels of oil per day.  Net proceeds from the sale, after normal closing adjustments, were $14.4 million.

 

Carbon USA utilized the proceeds to pay down debt and anticipates utilizing the resulting additional borrowing capacity from its U.S. credit facility to accelerate its exploration and development drilling program in the Piceance and the Uintah Basins, where the Company has had considerable success in adding natural gas reserves and has identified several hundred potential well locations available for development.

 

United States Operations

 

For the first quarter 2003, natural gas production of Carbon USA, averaged 7.7 million cubic feet (MMcf) of gas per day compared to 9.1 MMcf for 2002.  The average realized natural gas price was $3.38 per thousand cubic feet (Mcf) for the first quarter of 2003 compared to $1.84 per Mcf for the similar period in 2002.

 

U.S. oil and liquids production decreased by 9% to an average of 225 barrels per day for the first quarter of 2003 compared to an average of 247 barrels per day for the first quarter of 2002.  The average realized oil and liquids price was $23.05 per barrel for the first quarter of 2003 compared to $17.91 for the same period in 2002.

 

The decrease in oil and gas production for the quarter ended March 31, 2003 was due in part to the disposition of the Company’s Kansas properties in September 2002 and natural production declines in all operating areas.

 

Canadian Operations

 

Natural gas production of Carbon Canada, increased by 21% to an average of 7.5 MMcf of gas per day for the first quarter of 2003 compared to 6.2 MMcf of gas per day for the first quarter of 2002.  The average

 

 



 

 realized natural gas price was $4.93 per Mcf for the first quarter of 2003 compared to $2.56 per Mcf for the similar period in 2002.

 

Canadian oil and liquids production increased by 1% to an average of 157 barrels per day for the first quarter of 2003 compared to an average of 155 barrels per day for the first quarter of 2002.  Carbon Canada’s average realized oil and liquids price was $24.47 per barrel for the first quarter of 2003 compared to $15.58 per barrel for the similar period in 2002.

 

The increase in Canadian natural gas, oil and liquids production was primarily due to successful drilling activities in the Carbon and Rowley areas of central Alberta.

 

Exploration and Production Operations

 

Carbon is involved in the exploration and development of its extensive developed and undeveloped natural gas properties in the Rocky Mountain region of the United States and Canada, with emphasis on the Piceance and Uintah Basins of Colorado and Utah and the Carbon and Rowley areas of central Alberta.

 

Presently, Carbon USA’s exploration and production operations are comprised of working interests in 151 (131 net) oil and gas wells, of which 135 (128 net) are operated by Carbon.  In addition, Carbon USA owns approximately 173,200 net acres of oil and gas leases located in Colorado, Utah, and Montana.

 

Carbon Canada owns working interests in 125 (69 net) oil and natural gas wells located in Alberta and Saskatchewan, of which 57 (53 net) are operated by Carbon Canada.  Carbon Canada owns approximately 65,500 net acres of oil and gas leases in Alberta and Saskatchewan.

 

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements.  Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct.  The forward-looking statements involve risks and uncertainties that affect the Company’s operations, financial performance and other factors as discussed in the Company’s filings with the Securities and Exchange Commission.  Among the factors that could cause results to differ materially are those risks discussed in the Company’s Form 10-K for the year ended December 31, 2002.

 

Carbon Energy Corporation

 

American Stock Exchange:  CRB

 

 

 

 

 

Contact:

Patrick R. McDonald

 

Cindy L. Yarbrough

 

 

Chief Executive Officer

 

Manager, Investor Relations

 

 

303-785-2603

 

303-785-2631

 

 

 

cyarbrough@carbonenergy.com

 

 

 

 

 

Office Locations:

 

 

 

 

 

 

 

 

Carbon USA

 

Carbon Canada

 

 

1700 Broadway, Suite 1150

 

1750, 530 8th Avenue S.W.

 

 

Denver, CO 80290

 

Calgary, AB T2P 3S8  Canada

 

 

 

 

 

www.carbonenergy.com

 

 

 

Financial and operations tables follow.

2



 

CARBON ENERGY CORPORATION


CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)

 

 

 

Three Months

 

 

 

Ended

 

 

 

March 31,

 

 

 

2003

 

2002

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

Oil and gas sales

 

$

6,466

 

$

3,548

 

Other, net

 

(192

)

78

 

 

 

6,274

 

3,626

 

Expenses:

 

 

 

 

 

Oil and gas production costs

 

1,259

 

1,185

 

Depreciation, depletion and amortization

 

1,452

 

1,740

 

General and administrative, net

 

1,514

 

1,329

 

Interest and other, net

 

339

 

193

 

Total operating expenses

 

4,564

 

4,447

 

Income (loss) before income taxes

 

1,710

 

(821

)

 

 

 

 

 

 

Income tax provision (benefit):

 

 

 

 

 

Current

 

457

 

27

 

Deferred

 

96

 

(316

)

Total taxes

 

553

 

(289

)

 

 

 

 

 

 

Income (loss) before cumulative effect of change in accounting principle

 

1,157

 

(532

)

 

 

 

 

 

 

Cumulative effect of change in accounting principle, net of tax

 

336

 

 

 

 

 

 

 

 

Net income (loss)

 

$

1,493

 

$

(532

)

 

 

 

 

 

 

Average number of common shares outstanding:

 

 

 

 

 

Basic

 

6,120

 

6,086

 

Diluted

 

6,381

 

6,086

 

 

 

 

 

 

 

Earnings (loss) per share–basic:

 

 

 

 

 

Income (loss) before cumulative effect of change in accounting principle

 

$

0.19

 

$

(0.09

)

Cumulative effect of change in accounting principle, net of tax

 

0.05

 

 

 

 

$

0.24

 

$

(0.09

)

 

 

 

 

 

 

Earnings (loss) per share–diluted:

 

 

 

 

 

Income (loss) before cumulative effect of change in accounting principle

 

$

0.18

 

$

(0.09

)

Cumulative effect of change in accounting principle, net of tax

 

0.05

 

 

 

 

$

0.23

 

$

(0.09

)

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

$

2,592

 

$

(2,065

)

 

3



 

CARBON ENERGY CORPORATION

 

OPERATING DATA

(dollars in thousands, except prices)

 

 

 

 

 

United States

 

Canada

 

Total

 

 

 

Three Months Ended

 

Three Months Ended

 

Three Months Ended

 

 

 

March  31,

 

March  31,

 

March  31,

 

 

 

2003

 

2002

 

Change

 

2003

 

2002

 

Change

 

2003

 

2002

 

Change

 

 

 

(U.S. dollars in thousands, except

 

(U.S. dollars in thousands, except

 

(U.S. dollars in thousands, except

 

 

 

prices and per Mcfe information)

 

prices and per Mcfe information)

 

prices and per Mcfe information)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil and gas revenues

 

$

2,801

 

$

1,899

 

47

%

$

3,665

 

$

1,649

 

122

%

$

6,466

 

$

3,548

 

82

%

Other, net

 

(192

)

78

 

-346

%

 

 

 

(192

)

78

 

-346

%

Total revenues

 

$

2,609

 

$

1,977

 

32

%

$

3,665

 

$

1,649

 

122

%

$

6,274

 

$

3,626

 

73

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Daily production volumes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Natural gas (MMcf)

 

7.7

 

9.1

 

-15

%

7.5

 

6.2

 

21

%

15.2

 

15.3

 

-1

%

Oil and liquids (Bbl)

 

225

 

247

 

-9

%

157

 

155

 

1

%

382

 

402

 

-5

%

Equivalent production (MMcfe 6:1)

 

9.1

 

10.6

 

-14

%

8.4

 

7.1

 

18

%

17.5

 

17.7

 

-1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average price realized:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Natural gas (Mcf)

 

$

3.38

 

$

1.84

 

84

%

$

4.93

 

$

2.56

 

93

%

$

4.14

 

$

2.13

 

94

%

Oil and liquids (Bbl)

 

23.05

 

17.91

 

29

%

24.47

 

15.58

 

57

%

23.63

 

17.01

 

39

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct lifting costs

 

$

386

 

$

386

 

0

%

$

361

 

$

349

 

3

%

$

747

 

$

735

 

2

%

Average direct lifting costs/Mcfe

 

0.47

 

0.41

 

15

%

0.48

 

0.54

 

-11

%

0.48

 

0.46

 

4

%

Other production costs

 

480

 

383

 

25

%

32

 

67

 

-52

%

512

 

450

 

14

%

General and administrative, net

 

978

 

878

 

11

%

536

 

451

 

19

%

1,514

 

1,329

 

14

%

Depreciation, depletion and amortization

 

756

 

1,082

 

-30

%

696

 

658

 

6

%

1,452

 

1,740

 

-17

%

Interest and other, net

 

236

 

163

 

45

%

103

 

30

 

243

%

339

 

193

 

76

%

Income tax provision (benefit)

 

(90

)

(343

)

-74

%

643

 

54

 

1091

%

553

 

(289

)

-291

%

 

 

 

4


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