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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) JUNE 7, 2004
COMMISSION FILE NUMBER: 000-33439
ENDEAVOUR INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 88-044839
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1001 FANNIN, SUITE 1700, HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip code)
(713) 307-8700
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since
last report)
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ENDEAVOUR INTERNATIONAL CORPORATION
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
During the second quarter of 2004, Endeavour International Corporation changed
its method of accounting for oil and gas properties from the successful efforts
method to the full cost method. We believe that the full cost method of
accounting is more appropriate for Endeavour in light of the significant changes
in our operations that have recently occurred. We believe capitalization of
seismic and other exploration technology expenditures as well as the cost of all
exploratory wells recognizes the value these expenditures add to the program of
an exploration focused company like Endeavour. Amortization of these costs over
the life of the discovered reserves provides a more appropriate method of
matching revenues and expenses related to our exploration strategy. Our
technical strategy is founded on a philosophy that regional petroleum systems
analyses improve competitive advantage, reduce exploration risk and optimize
value creation. Regional petroleum systems analysis has been successfully
employed by our new management and technical team in their past experiences to
identify and commercialize reserves in basins worldwide.
On February 26, 2004, we completed a series of transactions that significantly
transformed the nature and scope of our business. These changes include:
- a new management team;
- a new business strategy of exploration, exploitation and acquisition
that will be focused on the North Sea;
- the acquisition of NSNV, Inc. which possessed the seismic data and
management team that will be central to the Company's new strategy;
and;
- a restructuring which resulted in the sale of all interests in U.S.
oil and gas properties.
Prior to February 2004, the Company had no technical exploration and production
staff and did not have any production until the fourth quarter of 2003. The only
producing property, which had minimal production, was sold in the February 2004
restructuring.
We believe that the full cost method of accounting more accurately reflects the
results of our future operations. The full cost method of accounting is used by
many independent oil and gas companies and its use will allow investors to
better assess the performance of the Company.
The adoption of the full cost method requires the restatement of all historical
periods as though the full cost method was in use from inception. Therefore we
have restated our financial statements accordingly. Our restated audited
financial statements for the years ended December 31, 2003 and 2002 and the
period from January 13, 2000 (Inception) through December 31, 2003 and our
restated unaudited financial statements for the three months ended March 31,
2004 and 2003 and the period from January 13, 2000 (Inception) through March 31,
2004 are attached as exhibits to this Form 8-K. In addition the results of
operations sections of our MD&A for these periods have been restated to reflect
the change to the full cost method and are attached as exhibits 99.3 and 99.4 to
this Form 8-K.
ENDEAVOUR INTERNATIONAL CORPORATION
As used in this Form 8-K, the terms the "Company", "Endeavour", "we", "us",
"our" and similar terms refer to Endeavour International Corporation and, unless
the context indicates otherwise, its consolidated subsidiaries.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description of Exhibit
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18 Letter regarding change in accounting principles.
99.1 Audited financial statements for the years ended December 31,
2003 and 2002 and the period from January 13, 2000 (Inception)
through December 31, 2003 as restated to reflect the adoption of
the full cost method of accounting for oil and gas properties.
99.2 Unaudited financial statements for the three months ended March
31, 2004 and 2003 and the period from January 13, 2000
(Inception) through March 31, 2004 as restated to reflect the
adoption of the full cost method of accounting for oil and gas
properties.
99.3 Results of operations sections of our MD&A for the years ended
December 31, 2003 and 2002 as restated to reflect the adoption of
the full cost method of accounting for oil and gas properties.
99.4 Results of operations sections of our MD&A for the three months
ended March 31, 2004 and 2003 as restated to reflect the adoption
of the full cost method of accounting for oil and gas properties.
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 hereunto duly authorized.
ENDEAVOUR INTERNATIONAL CORPORATION
By:
/s/ William L. Transier
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William L. Transier
Co-Chief Executive Officer
Date: July 9, 2004
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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18 Letter regarding change in accounting principles.
99.1 Audited financial statements for the years ended December 31,
2003 and 2002 and the period from January 13, 2000 (Inception)
through December 31, 2003 as restated to reflect the adoption of
the full cost method of accounting for oil and gas properties.
99.2 Unaudited financial statements for the three months ended March
31, 2004 and 2003 and the period from January 13, 2000
(Inception) through March 31, 2004 as restated to reflect the
adoption of the full cost method of accounting for oil and gas
properties.
99.3 Results of operations sections of our MD&A for the years ended
December 31, 2003 and 2002 as restated to reflect the adoption of
the full cost method of accounting for oil and gas properties.
99.4 Results of operations sections of our MD&A for the three months
ended March 31, 2004 and 2003 as restated to reflect the adoption
of the full cost method of accounting for oil and gas properties.