<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
-- THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
OR
__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to __________________
COMMISSION FILE NUMBER 0-18691
NORTH COAST ENERGY, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 34-1594000
(State of Incorporation) I.R.S. (Employer
Identification No.)
1993 CASE PARKWAY
TWINSBURG, OHIO 44087-2343
(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code: (330) 425-2330
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.
Yes X No
-- --
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
-- --
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.
Class Outstanding at November 10, 1999
---------------------------- --------------------------------
Common Stock, $.01 par value 5,599,596
<PAGE> 2
NORTH COAST ENERGY, INC.
Page No.
--------
PART I - FINANCIAL INFORMATION
Consolidated Balance Sheets -
September 30, 1999 (Unaudited) and March 31, 1999 (Audited) 2
Unaudited Consolidated Statements of Operations -
For the Three and Six Months Ended September 30, 1999 and 1998 4
Unaudited Consolidated Statements of Cash Flows -
For the Six Months Ended September 30, 1999 and 1998 6
Unaudited Notes to Consolidated Financial Statements 8
Management's Discussion and Analysis of Financial Condition and
Results of Operations 12
PART II - OTHER INFORMATION 20
<PAGE> 3
NORTH COAST ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, 1999 and March 31, 1999
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
September 30, March 31,
1999 1999
--------------- ----------------
<S> <C> <C>
CURRENT ASSETS:
Cash and equivalents $6,155,681 $ 1,956,617
Accounts receivable:
Trade, net 2,738,334 2,740,394
Affiliates 120,344 115,278
Inventories 308,155 210,556
Deferred income taxes 57,000 57,000
Refundable income taxes 38,000 38,000
Prepaid expenses 255,481 180,000
---------- -----------
Total current assets 9,672,995 5,297,845
PROPERTY AND EQUIPMENT, at cost:
Land 97,822 97,822
Oil and gas properties (successful efforts) 47,000,476 42,964,679
Pipelines 6,646,149 6,543,928
Vehicles 1,034,178 937,613
Furniture and fixtures 604,224 588,473
Buildings and improvements 837,957 823,225
----------- -----------
56,220,806 51,955,740
Less accumulated depreciation, depletion, amortization
and impairment (16,442,756) (15,537,255)
------------ ------------
39,778,050 36,418,485
OTHER ASSETS
Advanced royalties 1,439,000 1,570,000
Other, net 249,809 287,137
----------- ------------
1,688,809 1,857,137
------------ ------------
$51,139,854 $43,573,467
=========== ===========
</TABLE>
The accompanying notes are an integral part of these Balance Sheets
2
<PAGE> 4
NORTH COAST ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, 1999 and March 31, 1999
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
September 30, March 31,
1999 1999
------------- -------------
<S> <C> <C>
CURRENT LIABILITIES:
Current portion of long-term debt $ 1,216,000 $ 97,600
Accounts payable 5,470,091 2,355,982
Accrued expenses 426,467 444,808
Billings in excess of costs on uncompleted contracts -- --
------------ ------------
Total current liabilities 7,112,558 2,898,390
LONG-TERM DEBT, net of current portion 21,516,127 21,493,922
ACCRUED PLUGGING LIABILITY 739,648 872,408
DEFERRED INCOME TAXES, NET 366,200 366,200
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Series A, 6% Noncumulative Convertible Preferred stock, par value $.01 per
share; 563,270 shares authorized; 73,421 and 73,816 issued and outstanding
(aggregate liquidation value of $734,210
and 738,160, respectively) 734 738
Series B, Cumulative Convertible Preferred stock, par value $.01 per
share; 625,000 shares authorized, 232,864 issued and outstanding (aggregate
liquidation value $2,328,640 plus dividends in arrears of
$326,010) 2,329 2,329
Undesignated Serial Preferred stock, par value $.01 per share;
811,730 shares authorized; none issued and outstanding -- --
Common stock, par value $.01 per share; 60,000,000 shares
authorized; 5,599,555 and 4,556,814 issued and outstanding 55,995 45,568
Additional paid-in capital 26,290,063 21,914,939
Retained deficit (4,943,800) (4,021,027)
------------ ------------
Total stockholders' equity 21,405,321 17,942,547
------------ ------------
$ 51,139,854 $ 43,573,467
============ ============
</TABLE>
The accompanying notes are an integral part of these Balance Sheets
3
<PAGE> 5
NORTH COAST ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For The Periods Ended September 30, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUE:
Oil and gas production $ 1,715,090 $ 1,862,691 $ 3,226,956 $ 3,427,603
Drilling revenues -- -- -- 326,958
Well operating, transportation and other 678,907 530,355 1,424,475 934,411
Administrative and agency fees 159,089 208,276 316,124 418,408
----------- ----------- ----------- -----------
2,553,086 2,601,322 4,967,555 5,107,380
COSTS AND EXPENSES:
Oil and gas production expenses 741,047 634,897 1,347,581 1,197,161
Drilling costs 135,777 176,611 240,162 571,788
Oil and gas operations 441,062 196,527 1,002,457 445,397
General and administrative expenses 571,015 567,013 1,374,990 1,011,139
Depreciation, depletion, amortization,
impairment and other 475,055 494,545 955,386 1,012,472
----------- ----------- ----------- -----------
2,363,956 2,069,593 4,920,576 4,237,957
----------- ----------- ----------- -----------
INCOME FROM OPERATIONS 189,130 531,729 46,979 869,423
----------- ----------- ----------- -----------
OTHER INCOME (EXPENSES)
Interest income 42,215 28,607 59,404 45,676
Other 655 1,203 1,216 2,354
Gain (loss) on sale of property
and equipment 529 (1,964) 352 (2,472)
Interest expense (478,011) (547,615) (914,292) (999,519)
----------- ----------- ----------- -----------
(434,612) (519,769) (853,320) (953,961)
----------- ----------- ----------- -----------
INCOME (LOSS) BEFORE INCOME TAXES (245,482) 11,960 (806,341) (84,538)
PROVISION FOR INCOME TAXES
Current -- -- -- --
Deferred -- -- -- --
----------- ----------- ----------- -----------
-- -- -- --
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ (245,482) $ 11,960 $ (806,341) $ (84,538)
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these Financial Statements
4
<PAGE> 6
NORTH COAST ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (continued)
For The Periods Ended September 30, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net loss applicable to Common Stock
(after Preferred Stock dividends paid or in
arrears of $58,216 and $58,466 for the
three months ended September 30, 1999
and 1998; and $116,432 and $125,532 for
the six months ended September 30, 1999
and 1998) $(303,698) $ (46,506) $ (922,773) $(210,070)
========= ========= ========= =========
NET LOSS PER SHARE
(basic and diluted) $ (.07) $ (.01) $ (.20) $ (.06)
========= ========= ========= =========
WEIGHTED AVERAGE SHARES
OUTSTANDING 4,551,111 3,373,287 4,559,072 3,348,454
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these Financial Statements
5
<PAGE> 7
NORTH COAST ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Six Months Ended September 30, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(806,341) $ (84,538)
Adjustments to reconcile net loss
to cash provided (used) by operating activities-
Depreciation, depletion, amortization, and other 955,386 1,012,472
Abandonment of oil and gas properties -- --
(Gain) loss on sale of property and equipment (352) 2,472
Change in:
Accounts receivable (3,006) (790,914)
Other current assets (173,080) (83,987)
Other assets 152,928 (1,309,922)
Accounts payable (385,891) 115,473
Other liabilities (132,760) 900,000
Accrued expenses (18,341) 124,279
Billings in excess of costs on uncompleted contracts -- (302,881)
---------- -----------
Total adjustments 394,884 (333,008)
---------- -----------
Net cash used by operating activities (411,457) (417,546)
---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (703,509) (17,006,505)
---------- -----------
Net cash used for investing activities (703,509) (17,006,505)
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of accounts payable used to
finance property and equipment additions -- --
Borrowings under revolving credit facility (900,000) 17,962,370
Payments on long-term debt (55,086) (50,188)
Repayments of borrowings under revolving credit facility 2,000,000 (3,500,000)
Cash paid for deferred financing cost -- (150,000)
Proceeds from issuance of long-term debt -- 73,256
Net proceeds from the issuance of Common Stock 4,385,548 4,925,000
Distributions and dividends (116,432) (85,292)
---------- ------------
Net cash provided by financing activities 5,314,030 19,175,146
---------- ------------
INCREASE (DECREASE) IN CASH AND EQUIVALENTS 4,199,064 1,751,095
</TABLE>
The accompanying notes are an integral part of these Financial Statements
6
<PAGE> 8
NORTH COAST ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
For The Six Months Ended September 30, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD $1,956,617 $1,578,984
---------- ----------
CASH AND EQUIVALENTS AT END OF PERIOD $6,155,681 $3,330,079
========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
Cash paid during the period for -
Interest $ 913,400 $ 885,569
Income taxes $ -- $ 58,017
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
Long-term debt incurred for the purchase
of property and equipment $ 95,691 $ 73,256
Accounts payable incurred for the
purchase of property and equipment $3,500,000 $ --
Accounts payable from interest on
long-term debt $ 123,100 $ 155,799
</TABLE>
The accompanying notes are an integral part of these Financial Statements
7
<PAGE> 9
NORTH COAST ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Summary of Accounting Policies
A. General
The consolidated financial statements included herein, have been
prepared by North Coast Energy, Inc. without audit. In the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position have
been made.
Information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
financial statements be read in conjunction with the financial
statements and notes thereto which are incorporated in the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 1999.
The results of the operations for the interim periods may not
necessarily be indicative of the results to be expected for the full
year. In addition, the preparation of these financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that effect the reported
amounts of assets and liabilities at the date of the consolidated
financial statements and reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
B. Principles of Consolidation
The consolidated financial statements include the accounts of North
Coast Energy, Inc. and its wholly owned subsidiaries (the Company),
North Coast Operating Company (NCOC), and NCE Securities, Inc. (NCE
Securities). In addition, the Company's investments in oil and gas
drilling partnerships, which are accounted for under the proportional
consolidation method, are reflected in the accompanying financial
statements. The Company's ownership of revenues in these drilling
partnerships are as follows:
<TABLE>
<CAPTION>
<S> <C>
Capital Drilling Fund 1986-1 Limited Partnership 13.2%
North Coast Energy/Capital 1987-1 Appalachian Drilling Program Limited Partnership 51.2%
North Coast Energy/Capital 1987-2 Appalachian Drilling Program Limited Partnership 45.1%
North Coast Energy/Capital 1988-1 Appalachian Drilling Program Limited Partnership 43.9%
North Coast Energy/Capital 1988-2 Appalachian Drilling Program Limited Partnership 48.6%
North Coast Energy 1989 Appalachian Drilling Program Limited Partnership 36.0%
North Coast Energy 1990-1 Appalachian Drilling Program Limited Partnership 44.4%
North Coast Energy 1990-2 Appalachian Drilling Program Limited Partnership 36.2%
North Coast Energy 1990-3 Appalachian Drilling Program Limited Partnership 42.3%
North Coast Energy 1991-1 Appalachian Drilling Program Limited Partnership 37.0%
North Coast Energy 1991-2 Appalachian Drilling Program Limited Partnership 32.9%
North Coast Energy 1991-3 Appalachian Drilling Program Limited Partnership 38.2%
North Coast Energy 1992-1 Appalachian Drilling Program Limited Partnership 28.3%
North Coast Energy 1992-2 Appalachian Drilling Program Limited Partnership 37.9%
North Coast Energy 1992-3 Appalachian Drilling Program Limited Partnership 54.0%
</TABLE>
8
<PAGE> 10
NORTH COAST ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
Note 1. Summary of Accounting Policies (Continued)
<TABLE>
<CAPTION>
<S> <C>
North Coast Energy 1993-1 Appalachian Drilling Program Limited Partnership 42.6%
North Coast Energy 1993-2 Appalachian Drilling Program Limited Partnership 38.7%
North Coast Energy 1993-3 Appalachian Drilling Program Limited Partnership 36.7%
North Coast Energy 1994-1 Appalachian Drilling Program Limited Partnership 37.6%
North Coast Energy 1994-2 Appalachian Drilling Program Limited Partnership 29.4%
North Coast Energy 1994-3 Appalachian Drilling Program Limited Partnership 32.8%
North Coast Energy 1995-1 Appalachian Drilling Program Limited Partnership 20.0%
North Coast Energy 1995-2 Appalachian Drilling Program Limited Partnership 20.0%
North Coast Energy 1996-1 Appalachian Drilling Program Limited Partnership 20.0%
North Coast Energy 1996-2 Appalachian Drilling Program Limited Partnership 20.0%
North Coast Energy 1997-1 Appalachian Drilling Program Limited Partnership 38.2%
North Coast Energy 1997-2 Appalachian Drilling Program Limited Partnership 22.1%
North Coast Energy 1998-1 Appalachian Drilling Program Limited Partnership 20.1%
</TABLE>
All significant intercompany accounts and transactions have been
eliminated.
Note 2. Long-Term Debt
<TABLE>
<CAPTION>
September 30, 1999 March 31, 1999
------------------ --------------
<S> <C> <C>
Long-term debt consists of the following:
Revolving credit notes payable - bank $21,927,635 $20,827,635
Mortgage note payable to a bank, secured by land and
a building, requiring monthly payments of approximately
$1,019 (including interest at 8%) through July 2003 40,406 44,290
Mortgage note payable to a bank, secured by land and
a building, requiring monthly payments of approximately
$5,248 (including interest at 8.58% renegotiated every 5 years) 475,743 487,673
Various installment notes payable, in aggregate monthly
installments (including interest) of $12,500 at September 30,
1999, and $7,500 at March 31, 1999 288,343 231,924
----------- -----------
22,732,127 21,591,522
Less current portion 1,216,000 97,600
----------- -----------
$21,516,127 $21,493,922
=========== ===========
</TABLE>
9
<PAGE> 11
NORTH COAST ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
Note 2. Long-Term Debt (Continued)
On February 9, 1998, the Company entered into an agreement with ING
(US) Capital LLC (successor in interest to ING (US) Capital
Corporation) ("ING Capital") to replace the $20,000,000 revolving
credit facility with its previous lender. On May 29, 1998, the Company
entered into an amended Credit Agreement with its lender increasing the
Credit Facility from $20,000,000 to $25,000,000. The Agreement provides
for a borrowing base which is determined semi-annually by the lender
based upon the Company's financial position, oil and gas reserves, as
well as outstanding letters of credit ($150,000 at September 30, 1999),
as defined. At September 30, 1999, the Company's borrowing base was
$25,000,000 subject to reduction for the outstanding letters of credit.
Available borrowings under the facility at September 30, 1999 were
$2,922,365 and may subsequently change based upon the semiannual
reserve study and borrowing base determination.
In June 1999, the Company and ING Capital entered into an amended
credit agreement that extended the commitment period until and
including July 2, 2000. At the termination of the commitment period,
borrowings on the note are due and payable in 20 equal quarterly
installments beginning on September 30, 2000. ING Capital has indicated
to the company that sometime in the future it will discontinue lending
to the oil and gas industry. The Company is currently in the process of
reviewing its options and financing needs with several prospective
lenders.
Amounts outstanding under the reducing revolving line of credit bear
interest at the lending bank's prime rate plus .75% or LIBOR plus
2.50%, or approximately 8% and 8.25% at September 30, 1999 and
September 30, 1998, respectively. The agreement requires the Company to
pay a commitment fee of .5% on the unused amount of available
borrowings. The agreement contains certain restrictive covenants,
including working capital, current ratio, tangible net worth, and
EBITDA calculations, as defined. The Company was in compliance with all
covenants and restrictions at September 30, 1999.
The revolving credit facility and the notes are collateralized by
substantially all of the Company's assets including receivables,
inventory, equipment and a first mortgage on certain of the Company's
interests in oil and gas wells and reserves.
Note 3. Billings in Excess of Costs on Uncompleted Contracts
At September 30 and March 31, 1999, all drilling contracts were
completed.
Note 4. Commitment and Contingencies
The Company and a bank have issued standby letters of credit which
provide a guaranteed total amount of $150,000 in lieu of coverage
provided by insurance for road bond deposits against damage.
At September 30, 1999, the Company has committed to fund certain costs
of the North Coast Energy Appalachian Drilling Programs estimated to be
approximately $84,000 for tangible well equipment and pipeline
construction.
Note 5. Preferred Dividends
On September 30, 1999, the Company paid a dividend of $58,216 on the
cumulative convertible Series B Preferred Stock. On September 30, 1998,
the Company paid a dividend of $58,466 on the cumulative convertible
Series B Preferred Stock. For purposes of computing earnings per share
for the six months ended September 30, 1998, dividends paid and in
arrears on the cumulative convertible Series B Preferred
10
<PAGE> 12
NORTH COAST ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
Note 5. Preferred Dividends (continued)
Stock were $125,532. Cumulative dividends in arrears on the cumulative
convertible Series B Preferred Stock are $326,010 at September 30,
1999.
Note 6. Sale of Common Stock
Pursuant to the terms of a stock purchase agreement by and between
North Coast and NUON International bv ("NUON") dated August 1, 1997,
North Coast agreed to sell up to 1,149,426 shares of Common Stock each
year over a three year period. On September 30, 1998, North Coast sold
1,149,426 shares of its Common Stock to NUON for $4.35 per share. North
Coast also sold on September 30, 1999 1,042,125 shares of Common Stock
for $4.35 per share to conclude the Company's obligation under the
August 1, 1997 stock purchase agreement.
Effective April 30, 1999, the chief executive officer of North Coast
was paid $370,000 in lieu of continuing his employment contract by
signing a separation agreement with North Coast. NUON exercised its
option to purchase the chief executive officer's Common Stock; which
directly reduced the amount of Common Stock NUON was required to
purchase in September, 1999 under its August 1, 1997 stock purchase
agreement. Additionally, the former chief executive officer received a
ten-year warrant to purchase, at $5.00 per share, 60,000 shares of the
Company's common stock.
A portion of the proceeds from the sale of Common Stock was utilized to
reduce the amount outstanding under the Company's Credit Facility with
the remaining proceeds being used for working capital purposes.
Note 7. Reverse Stock Split
On March 17, 1999, the Company's Board of Directors authorized a
1-for-5 reverse split of its common stock effective June 7, 1999 for
stockholders of record at the close of business on May 12, 1999. The
par value of the common stock was not changed. All share and per-share
amounts in the accompanying consolidated financial statements have been
restated to give retroactive effect to the reverse stock split.
Note 8. Acquisition of Environmental Exploration Co.
The Company acquired, effective September 11, 1999, the working
interest and operations in approximately 220 producing wells,
additional proved undeveloped locations and gas gathering systems from
Environmental Exploration of Canton, Ohio. The transaction closed
October 7, 1999 for a total purchase price of $3.5 million in cash
which was funded through the sale of stock to NUON on September 30,
1999.
11
<PAGE> 13
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
North Coast Energy, Inc., ("North Coast", the "Company") a Delaware
corporation, is an independent natural gas and oil company engaged in
exploration, development and production activities primarily in the Appalachian
Basin of Ohio and Pennsylvania. The Company's strategy focuses primarily on the
acquisition of proved developed and proved undeveloped natural gas and oil
properties and on the enhancement or development of such properties by the
Company or in conjunction with drilling partnerships which the Company sponsors
and manages (the "Drilling Programs"). The Drilling Programs are funded through
the sale of partnership interests to non-industry investors and by contributions
from the Company.
ACQUISITIONS AND DRILLING ACTIVITIES
The Company acquired, effective September 11, 1999, the working
interest and operations in approximately 220 producing wells, additional proved
undeveloped locations and gas gathering systems from Environmental Exploration
of Canton, Ohio. The transaction closed October 7, 1999 with the assets
representing an estimated 6.6 Bcfe of net proved reserves for a total purchase
price of $3.5 million in cash.
The Company also drilled 3 wells and reworked one during the six months
ended September 30, 1999. One well was drilled to the Beekmantown formation at a
depth of approximately 6,065 feet. A Clinton formation well was reworked by
plugging back to the Berea formation at approximately 1300 feet. The remaining
two wells were drilled to the Berea formation at approximately 400 feet and are
waiting on completion. The total estimated cost of the aforementioned work is
approximately $300,000.
The following table is a review of the results of operations of the
Company for the three months ended September 30, 1999 and 1998. All items in the
table are calculated as a percentage of total revenues.
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
September 30, September 30,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Oil and gas production 67% 72% 65% 67%
Drilling revenues 0 0 0 7
Well operating, transportation and other 27 20 29 18
Administrative and agency fees 6 8 6 8
---- ---- ---- ----
Total Revenues 100% 100% 100% 100%
---- ---- ---- ----
Expenses:
Oil and gas production expenses 29% 24% 27% 23%
Drilling costs 6 7 5 11
Oil and gas operations 17 8 20 9
General and administrative expenses 22 22 28 20
Depreciation, depletion, amortization and other 19 19 19 20
Other 17 20 17 19
---- ---- ---- ----
Total Expenses 110% 100% 116% 102%
---- ---- ---- ----
Net Loss (10)% 0% (16)% (2)%
==== ==== ==== ====
Net Loss Applicable to Common Stock (12)% (2)% (19)% (4)%
==== ==== ==== ====
</TABLE>
12
<PAGE> 14
The following discussion and analysis reviews the results of operations
and the financial condition for the Company for the three months ended September
30, 1999 and 1998. The review should be read in conjunction with the financial
information presented elsewhere herein.
COMPARISON OF SIX MONTHS ENDED SEPTEMBER 30, 1999 TO SIX MONTHS ENDED SEPTEMBER
30, 1998.
REVENUES
Oil and gas production revenues decreased $200,647 (6%) to $3,226,956
for the six months ended September 30, 1999 compared to $3,427,603 for the prior
corresponding period due to decreased production and natural gas prices. North
Coast's production decreased 62,085 Mcfe (MCF equivalents) to 1,281,051 Mcfe for
the six months ended September 30, 1999 compared to 1,343,136 Mcfe for the six
months ended September 30, 1998. The Company received an average price of $14.48
and $11.32 per barrel of oil for the six months ended September 30, 1999 and
1998, respectively, and $2.53 and $2.59 per Mcf for natural gas for the six
months ended September 30, 1999 and 1998, respectively.
North Coast did not recognize any drilling revenues for the six months
ended September 30, 1999 compared to $326,958 for the six months ended September
30, 1998. Drilling revenues were recognized on 2 wells for the six months ended
September 30, 1998 which were in progress from fiscal 1998 while North Coast
completed all contracted wells scheduled in fiscal 1999. North Coast anticipates
drilling additional wells in conjunction with its drilling program to be formed
prior to the end of the calendar year. North Coast raised $3,515,000 for its
fiscal 1999 Drilling Program and $2,718,000 for its fiscal 1998 Drilling
Programs.
For the six months ended September 30, 1999, well operating,
transportation and other revenues increased $490,064 (52%) to $1,424,475
compared to $934,411 for the six months ended September 30, 1998. This increase
was primarily due to increased revenues of $501,808 from unaffiliated third
party gas sales.
For the six months ended September 30, 1999, administrative and agency
fees decreased $102,284 (24%) to $316,124 compared to $418,408 for the six
months ended September 30, 1998. This decrease was a result of decreased ongoing
administrative fees charged to certain Drilling Programs and from the
elimination of administrative fees attributable to additional Drilling Program
interests that the Company purchased.
EXPENSES
Oil and gas production expenses increased to $1,347,581 (13%) for the
six months ended September 30, 1999 from $1,197,161 for the six months ended
September 30, 1998. The increase was a result of the purchase of additional
interests in prior Drilling Programs and additional operating costs associated
with net profit interest wells acquired from Kelt.
Drilling costs for the six months ended September 30, 1999 compared to
the six months ended September 30, 1998 decreased $331,626 (58%). This decrease
between comparable periods was due to the fewer number of wells recognized in
drilling revenue during the six months ended September 30, 1999 compared to the
six months ended September 30, 1998 as discussed with drilling revenues above.
The Company allocates overhead to this activity although it is anticipated that
wells will not be contracted, drilled and completed until the fourth quarter.
Oil and gas operations increased $557,060 (125%) to $1,002,457 for the
six months ended September 30, 1999 compared to $445,397 for the six months
ended September 30, 1998. This increase was primarily due to increased costs of
$84,859 associated with utilization of oilfield equipment and $445,998 in gas
purchases related to unaffiliated third party gas sales.
General and administrative expenses increased $363,851 (36%) to
$1,374,990 for the six months ended September 30, 1999 from $1,011,139 for the
six months ended September 30, 1998 primarily due to payments made to the former
chief executive officer who resigned from North Coast on April 30, 1999. Under a
separation agreement,
13
<PAGE> 15
this executive was paid approximately $370,000 related to his existing
employment contract with additional costs incurred of $26,000 associated with
legal and other expenses.
The net loss for the six months ended September 30, 1999 increased to
$806,341 from $84,538 for the six months ended September 30, 1998. The Company's
net loss attributable to Common Stock was $922,773 for the six months ended
September 30, 1999 compared to $210,070 for the six months ended September 30,
1998. The increase in net loss and net loss attributable to Common Stock between
the comparable periods reflects the payment to the former chief executive
officer and the reduced drilling revenue. Dividends on the Company's series B
cumulative Preferred Stock were paid in cash for the six months ended September
30, 1999 of $116,432 and for the six months ended September 30, 1998 dividends
of $125,532 were paid or in arrears.
COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 1999 TO THREE MONTHS ENDED
SEPTEMBER 30, 1998.
REVENUES
Oil and gas production revenues decreased $147,601 (8%) to $1,715,090
for the three months ended September 30, 1999 compared to $1,862,691 for the
prior corresponding period. This decrease in oil and gas revenue was due to
decreased production and actual gas prices. North Coast's production decreased
46,695 Mcfe to 680,647 Mcfe for the three months ended September 30, 1999
compared to 727,342 for the three months ended September 30, 1998. The Company
received an average price of $14.88 and $11.01 per barrel of oil for the three
months ended September 30, 1999 and 1998, respectively, and $2.53 and $2.63 per
Mcf for natural gas for the three months ended September 30, 1999 and 1998,
respectively.
For the three months ended September 30, 1999, well operating,
transportation and other revenues increased $148,552 (28%) to $678,907 compared
to $530,355 for the three months ended September 30, 1998. This increase was
primarily due to increased revenues of $261,851 from unaffiliated third party
gas sales which was offset by decreases in well operating revenues of $24,398
and transportation revenues of $65,052.
For the three months ended September 30, 1999, administrative and
agency fees decreased $49,187 (24%) to $159,089 compared to $208,276 for the
three months ended September 30, 1998. This decrease was due to a combination of
decreased ongoing administrative fees charged to certain Drilling Programs and
due to a decrease resulting from the financial statement elimination of
administrative fees attributable to additional Drilling Program interests that
the Company purchased.
EXPENSES
Oil and gas production expenses increased to $741,047 for the three
months ended September 30, 1999 from $634,897 for the three months ended
September 30, 1998. The increase was a result of the purchase of additional
interests in prior Drilling Programs and additional operating costs associated
with net profit interest wells acquired from Kelt.
Oil and gas operations increased $244,535 (124%) to $441,062 for the
three months ended September 30, 1999 compared to $196,527 for the three months
ended September 30, 1998. This increase was primarily due to $209,100 in gas
purchases related to unaffiliated third party gas sales.
The net loss for the three months ended September 30, 1999 increased to
$245,482 from $11,960 for the three months ended September 30, 1998. The
Company's net loss attributable to Common Stock was $303,698 for the three
months ended September 30, 1999 compared to $46,506 for the three months ended
September 30, 1998. Dividends on the Company's series B cumulative Preferred
Stock were paid in cash for the three months ended September 30, 1999 of $58,216
and for the three months ended September 30, 1998 dividends of $58,466 were paid
or in arrears.
14
<PAGE> 16
OTHER EVENTS
On March 17, 1999, the Company's Board of Directors authorized a
1-for-5 reverse split of its Common Stock effective June 7, 1999 for
stockholders of record at the close of business on May 12, 1999. The par value
of the Common Stock was not changed.
INFLATION AND CHANGES IN PRICES
While the costs of operations have been and will continue to be
affected by inflation, oil and gas prices have fluctuated during recent years
and generally have not followed the same pattern as inflation. With today's
global economy, especially in the area of oil and natural gas, management
believes that other forces of the economy and world events, such as OPEC, the
weather, economic factors, and the effects of supply of natural gas in the
United States and regionally have a more immediate effect on current pricing
than inflation. North Coast received an average price of $14.48 and $11.32 per
barrel for the six months ended September 30, 1999 and 1998, respectively, and
$2.53 and $2.59 per Mcf for natural gas for the six months ended September 30,
1999 and 1998, respectively. North Coast's stable gas prices can be attributed
to continuing its strategy of increasing commercial and industrial end-users to
its portfolio of customers. This strategy allows North Coast the greatest
opportunity to exceed the average regional prices, while minimizing the effects
of a negative fluctuation. Winter index prices recently increased which allowed
North Coast to lock in 10% of its open production positions at the average price
of approximately $3.20 per Mcf for the winter period. Other variables
potentially effecting gas prices are increased competition from Canadian gas,
effects of gas storage and FERC Order 636. FERC Order 636 may have contributed
to the lower spot market prices by mandating an unbundling of pipeline service
and allowing open access to a variety of geographical markets. Management cannot
predict what long-term effects FERC Order 636 will have on either spot market
prices or longer term gas contracts.
Currently, North Coast sells natural gas under both fixed price
contracts and on the spot market. The spot market price North Coast receives for
gas production is related to several variables, including the weather and the
effects of gas storage. North Coast anticipates that spot market prices will
continue to fluctuate in response to various factors primarily weather and
demands.
In an effort to position itself to take advantage of future increases
in demand for natural gas, North Coast continues to construct new pipeline
systems in the Appalachian Basin and to contract with other pipeline systems in
the region to transport natural gas production from its wells.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital was $2,560,000 at September 30, 1999
compared to $2,399,000 at March 31, 1999. The increase of $161,000 in working
capital at September 30, 1999 reflects the added investment of NUON
International bv ("NUON"), payment of borrowings on the credit facility and a
current accounts payable of $3.5 million for the purchase of 220 wells. As of
September 30, 1999, the Company had $21,927,635 outstanding under its Credit
Facility.
The following table summarizes the Company's financial position at
September 30, 1999 and March 31, 1999:
<TABLE>
<CAPTION>
September 30, 1999 March 31, 1999
------------------ ----------------
(Amounts in Thousands) Amount % Amount %
------ - ------ -
<S> <C> <C> <C> <C>
Working capital $ 2,560 6% $ 2,399 6%
Property and equipment (net) 39,778 90% 36,418 89%
Other 1,689 4% 1,857 5%
------- --- ------- ---
Total $44,027 100% $40,674 100%
======= === ======= ===
Long-term debt $21,516 49% $21,494 53%
Deferred income taxes and other liabilities 1,106 3% 1,238 3%
Stockholders' equity 21,405 48% 17,942 44%
------- --- ------- ---
Total $44,027 100% $40,674 100%
======= === ======= ===
</TABLE>
15
<PAGE> 17
CAPITAL RESOURCES AND REQUIREMENTS
The oil and gas exploration and development activities of North Coast
historically have been financed through the Drilling Programs, through
internally generated funds, and from bank and equity financings.
The following table summarizes the Company's Statements of Cash Flows
for the six months ended September 30, 1999 and 1998:
<TABLE>
<CAPTION>
Six Months Ended September 30,
------------------------------
(Amounts in Thousands) 1999 1998
--------------------- ---------------------
Amount % Amount %
------ - ------ -
<S> <C> <C> <C> <C>
Net cash used by operating activities $ (411) (7)% $ (418) (2)%
Net cash used for investing activities (704) (13)% (17,006) (84)%
Net cash provided by financing activities 5,314 97% 19,175 95%
------- --- -------- ---
Increase (decrease) in cash and equivalents $ 4,199 77% $ 1,751 9%
======= === ======== ===
</TABLE>
Note: All items in the previous table are calculated as a percentage of
total cash sources. Total cash sources include the following items
if positive: cash flow from operations before working capital
changes, changes in working capital, net cash provided by investing
activities and net cash provided by financing activities, plus any
decrease in cash and cash equivalents.
As the above table indicates, the Company's cash used by operating
activities was relatively constant between the six months ended September 30,
1999 and 1998.
Net cash used for investing activities decreased to $704,037 for the
six months ended September 30, 1999 from $17,006,505 for the six months ended
September 30, 1998. The decrease was primarily due to the Kelt acquisition which
was completed during the period ended September 30, 1998. North Coast has funded
its obligation to its fiscal 1999 drilling program, and development activities
associated with completing wells acquired from Kelt and the development of
proved undeveloped reserves.
Net cash from financing activities decreased to $5,314,030 for the six
months ended September 30, 1999 from $19,175,146 for the six months ended
September 30, 1998. This decrease primarily reflects the Company's borrowings
under its credit facility to finance the Kelt acquisition in 1998. The net
proceeds from the issuance of Common Stock reflect the investments of NUON for
the six months ended September 30, 1999 and 1998.
BANK FINANCING
On February 9, 1998, North Coast entered into an agreement with ING
(U.S.) Capital Corporation to replace the $20.0 million revolving credit
facility with its previous lender. North Coast's amended credit facility, dated
May 29, 1998, expanded North Coast's $20.0 million revolving credit facility
with ING to a $25.0 million revolving credit facility. The credit agreement also
provides for a borrowing base which is determined semi-annually by the lender
based upon North Coast's financial position, oil and gas reserves, as well as
outstanding letters of credit ($150,000 at September 30, 1999). The credit
agreement requires payment of an agent fee of 0.75% on amounts available and a
0.50% commitment fee on amounts not borrowed up to the available credit line. At
September 30, 1999, North Coast's borrowing base was $25.0 million subject to
reduction for the outstanding letters of credit. Available borrowings under the
facility at September 30, 1999 were $2,922,365 and may change based upon the
semi-annual reserve study and
16
<PAGE> 18
borrowing base determination. (See note 5 to North Coast's March 31, 1999
financial statements relating to long-term debt.) The credit facility provides
that the payment of dividends with respect to the Common Stock is prohibited. As
of September 30, 1999, North Coast had $21,927,635 outstanding under the credit
facility, and was in compliance with its loan covenants. Amounts borrowed under
the credit facility bear interest at the prime rate of the lending bank plus
0.75% or LIBOR plus 2.50%. The revolving line of credit is reviewed
semi-annually and may be extended by an amendment to the current facility or
converted to a term loan on July 2, 2000.
The lender has provided a third amendment to the credit facility which
continues the facility without payment of principal until September 30, 2000.
The lender has also indicated that, in the future, it intends to discontinue
lending in the oil and gas business in the United States and has requested that
North Coast find another lender. North Coast has recently negotiated and is
awaiting its Board approval of a term sheet with a new lender to provide a new
credit facility. The final loan agreement is anticipated to be negotiated and
the loan closed within 90 days. The new credit facility is anticipated to be a
$100 million three-year facility with a current borrowing base of $28 million.
The amounts borrowed under its reducing revolving line of credit are
secured by North Coast's receivables, inventory, equipment and a first mortgage
on North Coast's interests in oil and gas wells and reserves. The mortgage notes
are secured by land and buildings.
In addition, at September 30, 1999, North Coast had approximately
$40,406 outstanding under a mortgage note payable for its facility in
Youngstown. The mortgage note bears interest at the rate of 8% and requires
North Coast to make monthly payments of approximately $1,019 through July 2003.
North Coast entered into a mortgage note for its headquarters on May 13, 1996
for $540,000 with a 15-year term and an interest rate of 8.58%. The mortgage
note may be renegotiated every five years. The amount outstanding under the
mortgage note at September 30, 1999 was $475,743.
Pursuant to the terms of a stock purchase agreement by and between
North Coast and NUON dated August 1, 1997, North Coast agreed to sell up to
1,149,426 shares of Common Stock each year over a three year period. On
September 30, 1998, North Coast sold 1,149,426 shares of its Common Stock to
NUON for $4.35 per share. North Coast also sold on September 30, 1999 1,042,125
shares of Common Stock for $4.35 per share to conclude the Company's obligation
under the August 1, 1997 stock purchase agreement. With the completion of the
Common Stock sale, NUON holds approximately 62% of the outstanding Common Stock
of North Coast.
In connection with the sale of shares of Common Stock on September 30,
1999 to NUON, a fee consisting of cash payment of $75,000 and five-year warrants
to purchase 26,800 shares of Common Stock at a price of $4.375 per share was
incurred.
Effective April 30, 1999, the chief executive officer of North Coast
was paid $370,000 in lieu of continuing his employment contract by signing a
separation agreement with North Coast. NUON exercised its option to purchase the
chief executive officer's Common Stock; which directly reduced the amount of
Common Stock NUON was required to purchase in September, 1999 under its August
1, 1997 stock purchase agreement. Additionally, the former chief executive
officer received a ten-year warrant to purchase, at $5.00 per share, 60,000
shares of the Company's Common Stock.
North Coast continues to review potential acquisitions in the oil and
gas industry and mid to downstream energy areas, in addition to its drilling and
development activities. North Coast is continuing its corporate drilling and
development program. The Company foresees investing approximately $340,000 in
the drilling of two additional wells and additional acreage in the next quarter
and anticipates investing its proportionate share of costs to drill wells in
conjunction with its fiscal 2000 Drilling Program. Management believes the
financing through equity provided from NUON, funds raised in drilling programs
and the Company's existing borrowing base or borrowings provided by a different
lender will be sufficient to fund North Coast's obligations, operations and debt
service requirements for the next year.
If suitable financing on acceptable terms could not be negotiated prior
to September 30, 2000 with another lender North Coast would be required to make
quarterly principle payments currently in excess of $1 million. Without
additional equity or other financing North Coast may have to cut costs, reduce
staff or sell assets to meet this ongoing
17
<PAGE> 19
principal payment obligation. Management believes, however, that financing at
some acceptable level would be available before September 30, 2000.
YEAR 2000 READINESS DISCLOSURE
North Coast has developed an action plan and identified the resources
required to convert its computer systems and software applications to achieve
Year 2000 compliance with no anticipated effect on its customers or disruption
of its business operations. North Coast has already implemented the first three
phases of its four-phase action plan. In phase one, North Coast assessed its
information technology and non-IT systems. The term "computer equipment and
software" includes systems that are commonly thought of as IT systems, including
accounting, data processing, telephone, scanning equipment and other
miscellaneous systems. Those items not considered IT systems include alarms, fax
machines and monitors for field operations. Both IT and non-IT systems may
contain embedded technology which complicates Year 2000 identification and
assessment efforts. In phase two North Coast included the upgrade of its PC
equipment and software.
In phase three, North Coast tested existing systems and determined
whether those systems suspect to Year 2000 compliance problems should be
replaced. In phase three, North Coast replaced systems and software because of
the Year 2000 issue and because the Kelt acquisition necessitated newer and more
compatible systems. North Coast estimated that the cost to complete phases one,
two and three, which primarily included the purchase of software and hardware
upgrades under normal maintenance agreements with third party vendors, would be
approximately $60,000. To date, North Coast has incurred approximately 83% of
these anticipated costs.
Phase four of North Coast's action plan involves the implementation of
North Coast's Year 2000 compliant software and the reevaluation of all of North
Coast's material systems. North Coast is running parallel accounting systems at
this time. North Coast is expected to complete this testing and implement the
Y2K version of the accounting software on December 1, 1999. North Coast may
engage independent consultants to assist in completing phase four. The
additional cost of these independent consultants has not been determined and has
not yet been included in North Coast's Year 2000 compliance cost estimates.
In addition, North Coast has discussed Year 2000 compliance issues with
its vendors and customers. Although North Coast has no reason to believe that
its vendors and customers will not be Year 2000 compliant, North Coast is unable
to determine the extent to which Year 2000 issues will effect all of its vendors
and customers. North Coast continues to discuss solutions, as necessary,
regarding this issue with its vendors and customers.
North Coast presently does not plan to incur significant operational
problems due to the Year 2000 issue. However, there can be no assurance that the
Year 2000 issue will not materially impact North Coast's financial condition or
results of operations, or adversely effect its relationship with customers,
vendors and others. Additionally, there can be no assurance that the Year 2000
issues of other entities will not have a material impact on North Coast's
systems or results of operations.
ACCOUNTING STANDARDS
In June 1998, SFAS 133, "Accounting for Derivative Instruments and Hedging
Activities," was issued. SFAS 133 establishes accounting and reporting standards
for derivative instruments and hedging activities. In June 1999, the FASB issued
SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133 - an Amendment of FASB
Statement No. 133." SFAS No. 137 delayed the original implementation date of
SFAS No. 133 until June 15, 2000. The effect of the adoption or anticipated
adoption of the above standards is expected to have no material effect on North
Coast's financial statements.
FORWARD-LOOKING STATEMENTS
This report on Form 10-Q contains forward-looking statements that
involve risks and uncertainties. The Company's actual results may differ
significantly from the results discussed in the forward-looking statements.
Factors that may cause such a difference include, but are not limited to, the
competition within the oil and gas
18
<PAGE> 20
industry, the price of oil and gas in the Appalachian Basin area, the weather in
the Company's geographic region, possible acquisitions by the Company, the cost
of the locating and drilling oil and gas wells in the Appalachian Basin area,
the amount of funds raised in Drilling Programs, the availability of financing,
the availability of equity and the ability to locate productive oil and gas
prospects for development by the Company.
19
<PAGE> 21
NORTH COAST ENERGY, INC. AND SUBSIDIARIES
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable
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
Not applicable
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K
a). Exhibits
27.1 Financial Data Schedule*
b). Reports on Form 8-K:
No reports on Form 8-K have been filed during the quarter for
which this report was filed.
*Exhibit 27.1 furnished for Securities and Exchange Commission purposes only.
20
<PAGE> 22
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.
NORTH COAST ENERGY, INC.
November 12, 1999 /s/ Omer Yonel
---------------------------------------------
Omer Yonel
Chief Executive Officer and Director
November 12, 1999 /s/ Tim Wagers
---------------------------------------------
Tim Wagers
Principal Accounting and Financial Officer
21
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000839950
<NAME> NORTH COAST ENERGY, INC.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 6,155,681
<SECURITIES> 0
<RECEIVABLES> 2,858,678
<ALLOWANCES> 0
<INVENTORY> 308,155
<CURRENT-ASSETS> 9,672,995
<PP&E> 56,220,806
<DEPRECIATION> 16,442,756
<TOTAL-ASSETS> 51,139,854
<CURRENT-LIABILITIES> 7,112,558
<BONDS> 0
0
3,063
<COMMON> 55,995
<OTHER-SE> 21,346,263
<TOTAL-LIABILITY-AND-EQUITY> 21,405,321
<SALES> 4,967,555
<TOTAL-REVENUES> 4,967,555
<CGS> 4,920,576
<TOTAL-COSTS> 4,920,576
<OTHER-EXPENSES> (60,972)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 914,292
<INCOME-PRETAX> (806,341)
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<EPS-BASIC> (.20)
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</TABLE>
