<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the period from to .
----------- -----------
----------
Commission file number 0-19753
GOTHIC ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
OKLAHOMA 22-2663839
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
6120 SOUTH YALE AVENUE, SUITE 1200, TULSA, OKLAHOMA 74136
(Address of principal executive offices)
918-749-5666
(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.
Yes X No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of August 4, 2000, 23,298,209 shares of the Registrant's Common
Stock, $.01 par value, were outstanding.
<PAGE> 2
GOTHIC ENERGY CORPORATION
GOTHIC PRODUCTION CORPORATION
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
Consolidated Unaudited Balance Sheet
December 31, 1999 and June 30, 2000.............................................................. 3
Consolidated Unaudited Statement of Operations
Six months ended June 30, 1999 and 2000.......................................................... 4
Consolidated Unaudited Statement of Operations
Three months ended June 30, 1999 and 2000........................................................ 5
Consolidated Unaudited Statement of Cash Flows
Six months ended June 30, 1999 and 2000.......................................................... 6
Notes to Unaudited Consolidated Financial Statements............................................. 7
Report of Review by Independent Accountants...................................................... 11
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS....................................................................................... 12
ITEM 3 - Quantitative and Qualitative Disclosures About Market Risks............................. 17
ITEM 5 - Other Events............................................................................ 17
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K........................................................ 18
Signatures....................................................................................... 19
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
GOTHIC ENERGY CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT PAR VALUE)
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
ASSETS 1999 2000
------------ -----------
(unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 2,583 $ 5,317
Natural gas and oil receivables 8,163 12,486
Receivable from officers and employees 77 110
Other 624 878
----------- -----------
TOTAL CURRENT ASSETS 11,447 18,791
PROPERTY AND EQUIPMENT:
Natural gas and oil properties on full cost method:
Properties being amortized 258,818 269,380
Unproved properties not subject to amortization 5,473 5,911
Equipment, furniture and fixtures 6,123 6,311
Accumulated depreciation, depletion and amortization (54,170) (64,005)
----------- -----------
PROPERTY AND EQUIPMENT, NET 216,244 217,597
OTHER ASSETS, NET 10,706 9,738
----------- -----------
TOTAL ASSETS $ 238,397 $ 246,126
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable trade $ 4,630 $ 3,828
Revenues payable 6,047 7,931
Accrued interest expense 4,357 4,477
Other accrued liabilities 893 368
Current portion long-term debt -- 14,723
----------- -----------
TOTAL CURRENT LIABILITIES 15,927 31,327
LONG-TERM DEBT, NET 319,857 315,958
GAS IMBALANCE LIABILITY 3,648 3,274
STOCKHOLDERS' EQUITY (DEFICIT):
Series B Preferred Stock, Par Value $.05, authorized
165,000 shares; 59,216 and 62,827 shares issued and outstanding 45,612 50,252
Common stock, par value $.01, authorized 100,000,000 shares;
18,685,765 shares issued and outstanding 187 187
Additional paid in capital 42,987 42,987
Accumulated deficit (189,821) (197,859)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (101,035) (104,433)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 238,397 $ 246,126
=========== ===========
</TABLE>
See accompanying notes
3
<PAGE> 4
GOTHIC ENERGY CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
JUNE 30,
----------------------------
1999 2000
------------ ------------
<S> <C> <C>
REVENUES:
Natural gas and oil sales $ 23,417 $ 31,863
Well operations 1,259 1,356
------------ ------------
TOTAL REVENUES 24,676 33,219
COSTS AND EXPENSES:
Lease operating expenses 4,601 4,443
Depletion, depreciation and amortization 10,652 9,975
General and administrative expense 1,984 1,976
Investment banking and related fees -- 785
------------ ------------
Operating income 7,439 16,040
Interest expense and amortization of debt issuance costs (18,727) (19,490)
Interest and other income 817 50
------------ ------------
NET LOSS (10,471) (3,400)
PREFERRED DIVIDEND ($59.84 AND $60.00 PER PREFERRED SHARE) 3,291 3,715
PREFERRED DIVIDEND - AMORTIZATION OF PREFERRED DISCOUNT 923 923
------------ ------------
NET LOSS AVAILABLE FOR COMMON SHARES $ (14,685) $ (8,038)
============ ============
NET LOSS PER COMMON SHARE, BASIC AND DILUTED $ (.90) $ (.43)
============ ============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, BASIC AND
DILUTED 16,286 18,686
============ ============
</TABLE>
See accompanying notes
4
<PAGE> 5
GOTHIC ENERGY CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
JUNE 30,
----------------------------
1999 2000
------------ ------------
<S> <C> <C>
REVENUES:
Natural gas and oil sales $ 12,564 $ 17,048
Well operations 642 612
------------ ------------
TOTAL REVENUES 13,206 17,660
COSTS AND EXPENSES:
Lease operating expenses 2,262 2,455
Depletion, depreciation and amortization 5,367 4,738
General and administrative expense 1,013 979
Investment banking and related fees -- 291
------------ ------------
Operating income 4,564 9,197
Interest expense and amortization of debt issuance costs (9,450) (9,740)
Interest and other income 36 26
------------ ------------
NET LOSS (4,850) (517)
PREFERRED DIVIDEND ($30.26 AND $30.16 PER PREFERRED SHARE) 1,688 1,895
PREFERRED DIVIDEND - AMORTIZATION OF PREFERRED DISCOUNT 461 461
------------ ------------
NET LOSS AVAILABLE FOR COMMON SHARES $ (6,999) $ (2,873)
============ ============
NET LOSS PER COMMON SHARE, BASIC AND DILUTED $ (.43) $ (.15)
============ ============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, BASIC AND
DILUTED 16,292 18,686
============ ============
</TABLE>
See accompanying notes
5
<PAGE> 6
GOTHIC ENERGY CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
JUNE 30,
----------------------------
1999 2000
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (10,471) $ (3,400)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH PROVIDED
BY OPERATING ACTIVITIES:
Depreciation, depletion and amortization 10,652 9,975
Amortization of discount and loan costs 832 907
Accretion of interest on discount notes 4,674 5,101
CHANGES IN ASSETS AND LIABILITIES:
Increase in accounts receivable (2,482) (4,332)
Increase in other current assets (80) (254)
Increase (decrease) in accounts and revenues payable (275) 1,082
Increase (decrease) in accrued liabilities 243 (405)
Decrease in gas imbalance liability (76) (374)
Decrease in other assets -- 39
------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 3,017 8,339
NET CASH USED BY INVESTING ACTIVITIES:
Proceeds from sale of property and equipment 2,104 1,638
Purchase of property and equipment (3,659) (779)
Property development costs (9,306) (12,187)
------------ ------------
NET CASH USED BY INVESTING ACTIVITIES (10,861) (11,328)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings 17,500 13,473
Payments of long-term borrowings (10,000) (7,750)
Payment of loan fees (76) --
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 7,424 5,723
NET CHANGE IN CASH AND CASH EQUIVALENTS (420) 2,734
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,289 2,583
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,869 $ 5,317
============ ============
SUPPLEMENTAL DISCLOSURE OF INTEREST PAID $ 13,221 $ 13,361
============ ============
</TABLE>
See accompanying notes
6
<PAGE> 7
GOTHIC ENERGY CORPORATION AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. GENERAL AND ACCOUNTING POLICIES
ORGANIZATION AND NATURE OF OPERATIONS--The consolidated financial
statements include the accounts of Gothic Energy Corporation, ("Gothic Energy")
a "holding company", and its subsidiary, Gothic Production Corporation ("Gothic
Production") since its formation in April of 1998, (collectively referred to as
"Gothic"). All significant intercompany balances and transactions have been
eliminated. Gothic is primarily engaged in the business of acquiring,
developing and exploiting natural gas and oil reserves in Oklahoma, Texas, New
Mexico and Kansas. Substantially all of Gothic's natural gas and oil production
is being sold regionally in the "spot market" or under short-term contracts,
not extending beyond twelve months.
PREPARATION OF FINANCIAL STATEMENTS - The preparation of financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. In the opinion of management of Gothic, the accompanying financial
statements contain all adjustments, none of which were other than normal
recurring accruals, necessary to present fairly the financial position of Gothic
as of June 30, 2000, and the results of its operations and cash flows for the
periods ended June 30, 1999 and 2000. The results of operations for the 2000
period are not necessarily indicative of the results of operations to be
expected for the full year. Our independent accountants have performed a review
of these interim financial statements in accordance with standards established
by the American Institute of Certified Public Accountants. Pursuant to Rule
436(c) under the Securities Act of 1933 their report of that review should not
be considered as part of any registration statements prepared or certified by
them within the meaning of Section 7 and 11 of that Act. The financial
statements should be read in conjunction with Gothic's Annual Report on Form
10-KSB for the year ended December 31, 1999.
LOSS PER COMMON SHARE - Net loss per common share is computed in
accordance with Statement of Financial Accounting Standards No. 128 ("FAS 128").
Presented on the Consolidated Statement of Operations is a reconciliation of
loss available to common shareholders. There is no difference between actual
weighted average shares outstanding, which are used in computing basic loss per
share, and diluted weighted average shares, which are used in computing diluted
loss per share, because the effect of outstanding options and warrants would be
antidilutive. Warrants and options to purchase approximately 21,575,000 and
18,830,309 shares were outstanding as of June 30, 1999 and 2000, and were
excluded from the computation of diluted loss per share due to their
antidilutive impact.
HEDGING ACTIVITIES - In July 1999 Gothic entered into a costless
collar agreement with respect to the production of 50,000 MMBTU per day during
the period of November 1999 through March 2000, which placed a floor of $2.30
per MMBTU and a ceiling of $3.03 per MMBTU. The collar represented
approximately 70% of Gothic's current daily natural gas production. Collar
arrangements limit the benefits Gothic will realize if actual prices rise above
the ceiling price. These arrangements provide for Gothic to exchange a floating
market price for a fixed range contract price. Payments are made by Gothic when
the floating price exceeds the fixed range for a contract month and payments
are received when the fixed range price exceeds the floating price. The
commodity reference price for the contract was the Panhandle Eastern Pipeline
Company, Texas, Oklahoma Mainline Index.
Additionally, in January 2000, Gothic entered into a hedge agreement
covering 50,000 MMBTU per day at a fixed price of $2.435 per MMBTU. This hedge
is in effect from April 2000 through October 2000. In February 2000, Gothic
entered into a hedge agreement covering 20,000 MMBTU per day at a fixed price
of $2.535 per MMBTU for April 2000 and $2.555 per MMBTU for May 2000. This
hedge was in effect for the months of April and May 2000. The commodity
reference price for both contracts is the Panhandle Eastern Pipeline Company,
Texas, and Oklahoma Mainline Index. If the open gas hedges noted above had been
settled on June 30, 2000, Gothic would have recognized a loss of approximately
$11,096,000.
In August 1999, Gothic entered into a hedge agreement covering 10,000
barrels of oil per month at a fixed price of $20.10 per barrel. This hedge is
in effect from September 1999 through August 2000. Gains and losses on such
natural gas and oil contracts are reflected in revenues as price adjustments in
the months of related production. If the open crude oil hedge noted above had
been settled on June 30, 2000, Gothic would have recognized a loss of
approximately $338,000.
7
<PAGE> 8
RECENTLY ISSUED FINANCIAL ACCOUNTING PRONOUNCEMENTS - In June 1998,
the FASB issued Statement No. 133, "Accounting for Derivative Instruments and
Hedging Activities". FAS 133, as amended, is effective for all fiscal quarters
of fiscal years beginning after June 15, 2000 (January 1, 2001 for Gothic). FAS
133 standardizes the accounting for derivative instruments by requiring that
all derivatives be recognized as assets and liabilities and measured at fair
value. Upon the Statement's initial application, all derivatives are required
to be recognized in the statement of financial position as either assets or
liabilities and measured at fair value. In addition, all existing hedging
relationships must be designated, reassessed, documented and the accounting
conformed to the provisions of FAS 133. Gothic is evaluating the impact on its
financial position and results of operations of adopting FAS 133.
NOTE 2. GOING CONCERN
Gothic incurred a net loss of $129,689,000 in 1998, due principally to
a decline in commodity prices during that year. This commodity price decline
required Gothic to write down the carrying value of its natural gas and oil
properties by $76,000,000. More significantly, the commodity price decline
continued to affect the ongoing revenues and cash flows of Gothic during early
1999, resulting in a net loss of $17,309,000 for the year ended December 31,
1999, raising doubt about Gothic's ability to continue as a going concern.
Management's plans to mitigate these conditions are as follows:
It is the intention of Gothic to continue to spend available cash flow
(EBITDA less cash interest payable on Senior Secured Notes) on the development
of natural gas and oil properties. In the current commodity price environment
and pending the merger with Chesapeake Energy Corporation, Gothic does not
anticipate hedging additional natural gas or oil production. Should commodity
prices fall below current levels, Gothic may be limited in its ability to
increase production and related cash flow to a level sufficient to meet its
ongoing financial covenants under its Credit Facility. The price of natural gas
and oil in the first half of 2000 had increased over levels prevailing during
much of 1999 but there is no assurance that prices will continue to increase or
remain at the current levels. Further, the borrowing base amount available
under Gothic's Credit Facility was redetermined in April 2000 and was reduced
to $15,000,000. The next scheduled redetermination date is October 1, 2000 and
there is no assurance that Gothic's lender will maintain the available amount
at this current level.
As part of its ongoing efforts to restructure and improve its balance
sheet, Gothic had negotiated agreements with the holders of its 14-1/8% Senior
Secured Discount Notes intended to result in the conversion of that
indebtedness into equity securities of Gothic Energy. Subsequently, Chesapeake
Energy Corporation purchased approximately 96% of the principal amount of those
notes. Negotiations between Gothic and Chesapeake followed and Gothic announced
on June 30, 2000 its intention to merge with a subsidiary of Chesapeake Energy
Corporation in exchange for 4,000,000 shares of Chesapeake's common stock (See
Note 4 - Subsequent Event). Gothic is unable to predict when and if this
transaction will be completed.
If management's plans are not completed in the manner contemplated,
there will remain substantial doubt about Gothic's ability to continue as a
going concern.
NOTE 3. SUMMARIZED FINANCIAL INFORMATION
Gothic Production was organized in March 1998 as a wholly owned
subsidiary of Gothic Energy. On April 27, 1998, Gothic Energy transferred to
Gothic Production its ownership of all its natural gas and oil properties.
Following is the summarized financial information related to Gothic. (in
thousands):
<TABLE>
<CAPTION>
As of December 31, 1999
----------------------------------------------------------------
Gothic Energy
Gothic Energy Gothic Production Corporation
Corporation Corporation Consolidated
--------------- --------------- ---------------
<S> <C> <C> <C>
Current assets $ -- $ 11,447 $ 11,447
Non-current assets 1,772(1) 225,178 226,950
Current liabilities -- 15,927 15,927
Non-current liabilities 75,857(2) 247,648 323,505
</TABLE>
<TABLE>
<CAPTION>
As of June 30, 2000
----------------------------------------------------------------
Gothic Energy
Gothic Energy Gothic Production Corporation
Corporation Corporation Consolidated
--------------- --------------- ---------------
<S> <C> <C> <C>
Current assets $ -- $ 18,791 $ 18,791
Non-current assets 1,632(1) 225,703 227,335
Current liabilities -- 31,207 31,207
Non-current liabilities 80,958(2) 238,274 319,232
</TABLE>
8
<PAGE> 9
<TABLE>
<CAPTION>
For the six months ended June 30, 1999
----------------------------------------------------------------
Gothic Energy
Gothic Energy Gothic Production Corporation
Corporation Corporation Consolidated
--------------- --------------- ---------------
<S> <C> <C> <C>
Total revenues $ -- $ 24,676 $ 24,676
Operating costs and
expenses -- 17,237 17,237
Interest expense and
amortization of debt
issuance cost 4,814 13,913 18,727
Net loss (4,814) (5,657) (10,471)
</TABLE>
<TABLE>
<CAPTION>
For the six months ended June 30, 2000
----------------------------------------------------------------
Gothic Energy
Gothic Energy Gothic Production Corporation
Corporation Corporation Consolidated
--------------- --------------- ---------------
<S> <C> <C> <C>
Total revenues $ -- $ 33,219 $ 33,219
Operating costs and
expenses -- 17,179 17,179
Interest expense and
amortization of debt
issuance cost 5,241 14,249 19,490
Net income (loss) (5,241) 1,841 (3,400)
</TABLE>
<TABLE>
<CAPTION>
For the six months ended June 30, 2000
----------------------------------------------------------------
Gothic Energy
Gothic Energy Gothic Production Corporation
Corporation Corporation Consolidated
--------------- --------------- ---------------
<S> <C> <C> <C>
Total revenues $ -- $ 13,206 $ 13,206
Operating costs and
expenses -- 8,642 8,642
Interest expense and
amortization of debt
issuance cost 2,460 6,990 9,450
Net loss (2,460) (2,390) (4,850)
</TABLE>
<TABLE>
<CAPTION>
For the three months ended June 30, 2000
-------------------------------------------------------------
Gothic Energy
Gothic Energy Gothic Production Corporation
Corporation Corporation Consolidated
--------------- --------------- ---------------
<S> <C> <C> <C>
Total revenues $ -- $ 17,660 $ 17,660
Operating costs and
expenses -- 8,463 8,463
Interest expense and
amortization of debt
issuance cost 2,554 7,186 9,740
Net income (loss) (2,554) 2,037 (517)
</TABLE>
(1) Includes unamortized debt issuance costs
(2) Includes 14 1/8% Senior Secured Discount Notes
NOTE 4. SUBSEQUENT EVENTS
On June 30, 2000 Gothic announced it had reached an agreement with
Chesapeake Energy Corporation to merge with a wholly owned subsidiary of
Chesapeake, in exchange for 4,000,000 shares of Chesapeake's common stock.
Gothic's previously announced plan of restructuring, which
contemplated the redemption of Chesapeake's holding of Gothic's preferred and
common stock for oil and gas properties and other considerations, the exchange
of the $104,000,000 Senior Discount Notes in exchange for 94% of Gothic's
equity and an equity rights offering of $15,000,000, have been terminated in
anticipation of this transaction.
Although the merger is subject to the completion of definitive
documentation, normal regulatory approvals and a Gothic shareholder vote, both
Boards of Directors have unanimously approved the transaction. Gothic plans to
hold a special shareholder's meeting as soon as possible following completion
of the SEC's review of a proxy statement, describing the transaction, which it
anticipates filing in August 2000. Completion of the transaction is expected by
year-end 2000.
At June 30, 2000, Gothic had 18,685,765 common shares outstanding,
plus employee and director options to purchase 4,435,000 shares, all of which
are expected to exercised on or before closing of the transaction. Of the
outstanding shares, Chesapeake owns 2,394,125 shares and will not participate in
the exchange for the 4,000,000 Chesapeake common shares to be received by
Gothic's other shareholders.
Gothic loaned $90,000 to certain employees and one director in the
form of a note payable to Gothic, at an interest rate of 6% per annum, due and
payable on July 31, 2001. On July 11, 2000, the employees and the director of
Gothic exercised 225,000 outstanding common stock options. The options were
exercised upon the payment of $90,000 to Gothic.
9
<PAGE> 10
Gothic loaned $1,739,000 to certain employees, two officers and two
directors in the form of a note payable to Gothic, at an interest rate of 6%
per annum, due and payable on July 31, 2001. On August 1, 2000 the individuals
exercised an additional 4,165,000 outstanding common stock options. Of the
total options exercised, 4,155,000 options were exercised upon payment of
$1,739,500 to Gothic, and 10,000 options were exercised under the cashless
exercise provisions of the option plan.
Reflecting the exercise of these options, 45,000 common stock options
remain outstanding under the Gothic stock option plans at August 4, 2000.
10
<PAGE> 11
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors and Stockholders:
We have reviewed the accompanying consolidated balance sheet of Gothic
Energy Corporation and Subsidiary as of June 30, 2000 and the related
consolidated statements of operations for the three and six-month periods ended
June 30, 1999 and 2000 and cash flows for the six-months periods ended June 30,
1999 and 2000. These financial statements are the responsibility of Gothic's
management.
We conducted our review in accordance with standards established by
the American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the accompanying financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet as of December 31, 1999, and
the related consolidated statements of operations, stockholders' equity and
cash flows for the year then ended (not presented herein); and in our report
dated February 21, 2000, we expressed an unqualified opinion on those
consolidated financial statements. Our report included an explanatory paragraph
that described the substantial doubt about Gothic's ability to continue as a
going concern, as discussed in Note 2 to those statements. In our opinion, the
information set forth in the accompanying consolidated balance sheet as of
December 31, 1999 is fairly stated in all material respects in relation to the
consolidated balance sheet from which it has been derived.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
August 4, 2000
11
<PAGE> 12
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
A DISCUSSION OF OUR RESULTS OF OPERATIONS
GENERAL
As a consequence of Gothic's holding company structure, all of
Gothic's natural gas and oil acquisition, development, exploitation,
exploration and production activities are conducted through Gothic Production,
the wholly owned operating subsidiary of Gothic. The sole material asset of
Gothic, the parent corporation, is the outstanding capital stock of Gothic
Production. During the six months ended June 30, 2000, the parent corporation
had approximately $5.2 million of interest expense and related note
amortization costs on its outstanding 14-1/8% Senior Secured Discount Notes due
2006 (the "Discount Notes"). Additionally, it recognized $4.6 million in
preferred dividends and amortization of preferred discount on its Series B
Convertible Preferred Stock during six months ended June 30, 2000.
As part of its ongoing efforts to restructure and improve its
balance sheet, Gothic had negotiated agreements with the holders of its 14-1/8%
Senior Secured Discount Notes intended to result in the conversion of that
indebtedness into equity securities of Gothic Energy. Subsequently, Chesapeake
Energy Corporation purchased approximately 96% of the principal amount of those
notes. Negotiations between Gothic and Chesapeake followed and Gothic announced
on June 30, 2000 its intention to merge with a subsidiary of Chesapeake Energy
Corporation in exchange for 4,000,000 shares of Chesapeake's common stock (See
Note 4 - Subsequent Event). Gothic is unable to predict when and if this
transaction will be completed.
The following table reflects certain summary operating data for the
periods presented:
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- ---------------------------
1999 2000 1999 2000
------------ ------------ ------------ ------------
(in thousands, unless otherwise indicated)
<S> <C> <C> <C> <C>
Net Production:
Oil (Mbbls) 35 35 75 79
Natural gas (Mmcf) 6,469 6,446 12,891 12,641
Natural gas equivalent (Mmcfe) 6,679 6,656 13,341 13,115
Oil and Natural Gas Sales:
Oil $ 564 $ 741 $ 1,045 $ 1,722
Natural gas 12,000 16,307 22,372 30,141
------------ ------------ ------------ ------------
Total $ 12,564 $ 17,048 $ 23,417 $ 31,863
============ ============ ============ ============
Average Sales Price: (1)
Oil (Bbl) $ 16.11 $ 21.17 $ 13.93 $ 21.80
Natural gas (Mcf) 1.86 2.53 1.74 2.38
Natural gas equivalent (Mcfe) 1.88 2.56 1.76 2.43
Expenses ($ per Mcfe):
Lease operating (2) $ 0.21 $ 0.18 $ 0.22 $ 0.18
General and administrative 0.15 0.15 0.15 0.15
Depreciation, depletion and amortization(3) 0.80 0.68 0.80 0.73
</TABLE>
----------
(1) Includes the effect of hedging activity (See Item 3 and Note 1 of
Notes to Unaudited Consolidated Financial Statements).
(2) These amounts exclude production taxes.
(3) These amounts represent depletion of oil and natural gas
properties only.
12
<PAGE> 13
SIX MONTHS ENDED JUNE 30, 2000 COMPARED WITH SIX MONTHS ENDED JUNE 30, 1999
Revenues were $33.2 million for the six months ended June 30, 2000, as
compared to $24.7 million for the six months ended June 30, 1999. This
represents a 34% increase in total revenue for the period. Natural gas and oil
sales for the six months ended June 30, 2000 increased $8.5 million (36%) to
$31.9 million, with $1.7 million from oil sales and $30.2 million from natural
gas sales, as compared to natural gas and oil sales of $23.4 million for the
six months ended June 30, 1999, with $1.0 million from oil sales and $22.4
million from natural gas sales. The increase in natural gas and oil sales was
the result of higher commodity prices within the natural gas and oil industry
during 2000. Oil sales in 2000 were based on the sale of 79,000 barrels at an
average price of $21.80 per barrel as compared to 75,000 barrels at an average
price of $13.93 per barrel in 1999. Natural gas sales in 2000 were based on the
sale of 12,641,000 Mcf at an average price of $2.38 per Mcf compared to
12,891,000 Mcf at an average price of $1.74 per Mcf in 1999.
Gothic incurred lease-operating expenses for the six months ended June
30, 2000 of $4.4 million compared with lease operating expenses of $4.6 million
for the six months ended June 30, 1999. Lease operating expenses include
approximately $2.0 million and $1.6 million, respectively, in production taxes,
which Gothic incurred from its share of production in 2000 and 1999. The 2000
production taxes were reduced by approximately $625,000 for tax rebates for
which Gothic is eligible. In addition to the production tax rebates,
lease-operating expenses were lower in 2000 due to efficiencies realized from
the use of Gothic's telemetry equipment, lower compressor charges, and the
effect of certain gas balancing adjustments made in the 1999 period. Lease
operating expenses as a percentage of natural gas and oil sales were 14% in
2000 as compared to 20% in 1999.
Depreciation, depletion and amortization expense was $10.0 million for
the six months ended June 30, 2000 as compared to $10.7 million for the six
months ended June 30, 1999. The lower depreciation, depletion and amortization
in 2000 resulted primarily from an increase in Gothic's reserve base caused by
higher commodity prices in 2000, which in turn lowered Gothic's depletion rate.
General and administrative costs were $2.0 million for both the six
months ended June 30, 2000 and 1999. General and administrative costs per Mcfe
were $0.15 in 2000, the same as in the 1999 period.
Interest and debt issuance costs were $19.5 million for the six months
ended June 30, 2000 as compared to $18.7 million for 1999. The increase
primarily relates to interest associated with the 14 1/8% Senior Secured
Discount Notes issued as part of Gothic's recapitalization in April 1998.
Gothic incurred interest costs of $13.1 million related to the 11 1/8% Senior
Secured Notes, $5.1 million related to the 14 1/8% Senior Secured Discount
Notes, $409,000 with Bank One, Texas, N.A. and $907,000 as amortization of loan
costs during the six months ended June 30, 2000.
Gothic earned $50,000 in interest and other income during the six
months ended June 30, 2000 compared to $817,000 in 1999. The 1999 amount
includes $720,000 from the sale of seismic data.
Gothic also incurred $4.6 million in preferred dividends and
amortization of preferred discount costs on its Series B Preferred Stock during
the six months ended June 30, 2000, compared to $4.2 million in 1999.
THREE MONTHS ENDED JUNE 30, 2000 COMPARED WITH THREE MONTHS ENDED JUNE 30, 1999
Revenues were $17.7 million for the three months ended June 30, 2000,
as compared to $13.2 million for the three months ended June 30, 1999. This
represents a 34% increase in total revenue for the period. Natural gas and oil
sales for the three months ended June 30, 2000 increased $4.4 million (35%) to
$17.0 million, with $741,000 from oil sales and $16.3 million from natural gas
sales, as compared to natural gas and oil sales of $12.6 million for the three
months ended June 30, 1999, with $564,000 from oil sales and $12.0 million from
natural gas sales. The increase in natural gas and oil sales was the result of
higher commodity prices within the natural gas and oil industry during 2000.
Oil sales in 2000 were based on the sale of 35,000 barrels at an average price
of $21.17 per barrel as compared to 35,000 barrels at an average price of
$16.11 per barrel in 1999. Natural gas sales in 2000 were based on the sale of
6,446,000 Mcf at an average price of $2.53 per Mcf compared to 6,469,000 Mcf at
an average price of $1.86 per Mcf in 1999.
13
<PAGE> 14
Gothic incurred lease-operating expenses for the three months ended
June 30, 2000 of $2.5 million compared with lease-operating expenses of $2.3
million for the three months ended June 30, 1999. Lease operating expenses
include approximately $1.3 million and $883,000, respectively, in production
taxes, which Gothic incurred from its share of production in 2000 and 1999. The
2000 production taxes were reduced by approximately $300,000 in tax rebates for
which Gothic is eligible. Lease operating expenses as a percentage of natural
gas and oil sales were 14% in 2000 as compared to 18% in 1999.
Depreciation, depletion and amortization expense was $4.7 million for
the three month ended June 30, 2000 as compared to $5.4 million for the three
months ended June 30, 1999. The decrease resulted primarily from an increase in
Gothic's reserve base caused by higher commodity prices, which in turn lowers
Gothic's depletion rate.
General and administrative costs were $1.0 million for both the three
months ended June 30, 2000 and 1999. General and administrative costs per mcfe
were $0.15 in 2000, the same as the 1999 period.
Interest and debt issuance costs were $9.7 million for the three
months ended June 30, 2000 as compared to $9.5 million for 1999. The increase
primarily relates to interest, associated with the 14 1/8% Senior Secured
Discount Notes issued as part of Gothic's recapitalization in April 1998.
Gothic incurred interest costs of $6.5 million related to the 11 1/8% Senior
Secured Notes, $2.5 million related to the 14 1/8% Senior Secured Discount
Notes, $265,000 with Bank One, Texas, N.A. and $455,000 as amortization of loan
costs during the three months ended June 30, 2000.
Gothic also incurred $2.4 million in preferred dividends and
amortization of preferred discount costs on its Series B Preferred Stock during
the three months ended June 30, 2000, compared to $2.1 million in 1999.
The profitability and revenues of Gothic are dependent, to a certain
extent, upon prevailing spot market prices for natural gas and oil received by
Gothic. In the past, natural gas and oil prices and markets have been volatile.
Prices are subject to wide fluctuations in response to changes in supply of and
demand for natural gas and oil, market uncertainty and a variety of additional
factors that are beyond the control of Gothic. Such factors include political
conditions, weather conditions, government regulations, the price and
availability of alternative fuels and overall economic conditions.
LIQUIDITY AND CAPITAL RESOURCES
GENERAL
Since 1994, Gothic's principal sources of cash have been bank
borrowings, the sale of equity and debt securities and cash flow from
operations. The following summary table reflects comparative cash flows for
Gothic for the six months ended June 30, 1999 and 2000:
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
1999 2000
------------- ------------
(IN THOUSANDS)
<S> <C> <C>
Net cash provided by operating activities $ 3,017 $ 8,339
Net cash used by investing activities 10,861 11,328
Net cash provided by financing activities 7,424 5,723
</TABLE>
Net cash provided by operations was $8.3 million for the six months
ended June 30, 2000 as compared to net cash provided of $3.0 million for the
same period in 1999. The operating cash flows for the six months ended June 30,
2000 reflect the increase in income from operations resulting from higher
commodity prices, partially offset by changes in working capital.
Gothic used $11.3 million of net cash in investing activities for the
six months ended June 30, 2000 compared to net cash used of $10.9 million for
the same period in 1999. The 2000 amount includes well enhancement costs of
approximately $12.2 million and approximately $779,000 in cash paid for
property acquisitions and equipment, offset by approximately $1.6 million
received from the sale of properties. The 1999 cash used for investing
activities includes property development costs of approximately $9.3 million
and approximately $3.7 million in cash paid for property acquisitions. These
uses were partially offset by proceeds of $2.1 million received from the sale
of substantially all of Gothic's Johnson Ranch operations.
14
<PAGE> 15
Net cash provided by financing activities for the six months ended
June 30, 2000 was $5.7 million compared to $7.4 million provided in 1999. The
June 30, 2000 amount represents the net increase in borrowing under Gothic's
Credit Facility during the six months. The June 30, 1999 amount includes
proceeds from Gothic's credit facility of $7.5 million, partially offset by the
payment of $76,000 in bank and other loan fees.
CREDIT FACILITY
On April 27, 1998, Gothic entered into a credit facility, with Bank
One (the "Credit Facility"). The Credit Facility consists of a revolving line
of credit, and had an initial Borrowing Base of $25,000,000. Borrowings are
limited to being available for the acquisition and development of natural gas
and oil properties, letters of credit and general corporate purposes. The
Borrowing Base is redetermined at least semi-annually. Upon completion of the
April 1, 2000 redetermination, the borrowing base was reduced to $15,000,000.
The principal is due at maturity, April 30, 2001. Interest is payable monthly
calculated at the Bank One Base Rate, as determined from time to time by Bank
One. Gothic may elect to calculate interest under a London Interbank Offered
Rate ("LIBOR") plus 1.5% (or up to 2.0% in the event the loan balance is
greater than 75% of the Borrowing Base). Gothic is required to pay a commitment
fee on the unused portion of the Borrowing Base equal to 1/2 of 1% per annum.
Under the Credit Facility, Bank One holds first priority liens on substantially
all of the natural gas and oil properties of Gothic whether currently owned or
hereafter acquired. As of June 30, 2000, Gothic had $14.7 million outstanding
under the Credit Facility.
The Credit Facility requires, among other things, semi-annual
engineering reports covering oil and natural gas reserves on the basis of which
semi-annual and other redeterminations of the borrowing base and monthly
commitment reduction are made. The Credit Facility, as amended on May 7, 1999,
also includes various affirmative and negative covenants, including, among
others, (i) prohibitions against additional indebtedness unless approved by the
lenders, subject to certain exceptions, (ii) prohibitions against the creation
of liens on the assets of Gothic subject to certain exceptions, (iii)
prohibitions against cash dividends, (iv) prohibitions against hedging
positions unless consented to by Bank One, (v) prohibitions on asset sales,
subject to certain exceptions, (vi) restrictions on mergers or consolidations,
(vii) a requirement to maintain a ratio of current assets to current
liabilities of 1.0 to 1.0, and (viii) a minimum interest coverage ratio of not
less than 2.0 to 1.0 for each quarter starting with the quarter ending March
31, 2000. The Credit Facility includes covenants prohibiting distributions,
loans or advances to third parties, subject to certain exceptions. If Gothic is
required to purchase or redeem any portion of the 11 1/8% Senior Secured Notes,
or if any portion of the 11 1/8% Senior Secured Notes become due, the Borrowing
Base is subject to reduction. Gothic is required to escrow interest payments
due on the Senior Secured Notes at such times as its borrowings under the
Credit Facility equal or exceed 75% of the Borrowing Base. Events of default
include the non-payment of principal, interest or fees, a default under other
outstanding indebtedness, a breach of the representations and warranties
contained in the loan agreement, material judgments, bankruptcy or insolvency,
a default under certain covenants not cured within a grace period, and a change
in the management or control of Gothic. For the quarter ended March 31, 2000,
Gothic failed to meet both the interest coverage ratio and the current ratio
tests. The interest coverage ratio was 1.81 to 1.0 for the quarter, and the
current ratio was .92 to 1.0 at March 31, 2000. Gothic requested and received a
waiver of compliance with both covenants at March 31, 2000. At June 30, 2000
Gothic was in compliance with all covenants under the Credit Facility.
FUTURE CAPITAL REQUIREMENTS AND RESOURCES
Gothic's capital requirements relate to the acquisition, exploration,
enhancement, development and operation of natural gas and oil properties. In
general, because the natural gas and oil reserves Gothic has acquired are
depleted by production over time, the success of its business strategy is
dependent upon a continuous acquisition, exploitation, enhancement, and
development program. In order to achieve profitability and generate cash flow,
Gothic will be dependent upon acquiring or developing additional natural gas
and oil properties or entering into joint natural gas and oil well development
arrangements.
SUBSEQUENT EVENTS
On June 30, 2000 Gothic announced it had reached an agreement with
Chesapeake Energy Corporation to merge with a wholly owned subsidiary of
Chesapeake, in exchange for 4,000,000 shares of Chesapeake's common stock.
15
<PAGE> 16
Gothic's previously announced plan of restructuring, which
contemplated the redemption of Chesapeake's holding of Gothic's preferred and
common stock for oil and gas properties and other considerations, the exchange
of the $104,000,000 Senior Discount Notes in exchange for 94% of Gothic's
equity and an equity rights offering of $15,000,000, have been terminated in
anticipation of this transaction.
Although the merger is subject to the completion of definitive
documentation, normal regulatory approvals and a Gothic shareholder vote, both
Boards of Directors have unanimously approved the transaction. Gothic plans to
hold a special shareholder's meeting as soon as possible following completion
of the SEC's review of a proxy statement, describing the transaction, which it
anticipates filing in August 2000. Completion of the transaction is expected by
year-end 2000.
At June 30, 2000, Gothic had 18,685,765 common shares outstanding, plus
employee and director options to purchase 4,435,000 shares, all of which are
expected to be exercised on or before closing of the transaction. Of the
outstanding shares, Chesapeake owns 2,394,125 shares and will not participate in
the exchange for the 4,000,000 Chesapeake common shares to be received by
Gothic's other shareholders.
Gothic loaned $90,000 to certain employees and one director in the
form of a note payable to Gothic, at an interest rate of 6% per annum, due and
payable on July 31, 2001. On July 11, 2000, the employees and the director of
Gothic exercised 225,000 outstanding common stock options. The options were
exercised upon the payment of $90,000 to Gothic.
Gothic loaned $1,739,000 to certain employees, two officers and two
directors in the form of a note payable to Gothic, at an interest rate of 6%
per annum, due and payable on July 31, 2001. On August 1, 2000 the individuals
exercised an additional 4,165,000 outstanding common stock options. Of the
total options exercised, 4,155,000 options were exercised upon payment of
$1,739,500 to Gothic, and 10,000 options were exercised under the cashless
exercise provisions of the option plan.
Reflecting the exercise of these options, 45,000 common stock options
remain outstanding under the Gothic stock option plans at August 4, 2000.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
With the exception of historical matters, the matters discussed in
this Report are "forward-looking statements" as defined under the Securities
Exchange Act of 1934, as amended, that involve risks and uncertainties.
Forward-looking statements include, but are not limited to, the matters
described below, as well as Notes 2 and 3 to Notes to Consolidated Financial
Statements herein, "Item 2. Management's Discussion and Analysis or Plan of
Operations - General", "Six Months Ended June 30, 2000 Compared with Six Months
Ended June 30, 1999", "Quarter Ended June 30, 2000 Compared with Quarter Ended
June 30, 1999, "- Liquidity and Capital Resources." Such forward-looking
statements relate to Gothic's ability to attain and maintain profitability and
cash flow, the stability of and future prices for oil and gas, the ability of
Gothic to expand through acquisitions and to redeploy its equipment among
regional operations, the ability of Gothic to raise additional capital to meet
its requirements and to obtain additional financing, its ability to
successfully implement its business strategy, its ability to obtain waivers
from the bank under its Credit Facility and its ability to maintain compliance
with the covenants of its various loan documents and other agreements pursuant
to which securities have been issued. Such forward looking statements also
relate to the completion of Gothic's merger with a subsidiary of Chesapeake
Energy Corporation and its ability to restructure its balance sheet if the
merger is not completed. The inability of Gothic to meet these objectives or
the consequences on Gothic from adverse developments attempting to complete
these objectives, or in general economic conditions, adverse developments in
the oil and gas industry, and other factors could have a material adverse
effect on Gothic. Gothic cautions readers that various risk factors described
above and in Gothic's Annual Report on Form 10-KSB for the year ended December
31, 1999 could cause Gothic's operating results and financial condition to
differ materially from those expressed in any forward-looking statements made
by Gothic and could adversely affect Gothic's financial condition and its
ability to pursue its business strategy.
16
<PAGE> 17
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Gothic has involvement with derivative financial instruments, as
defined in Statement of Financial Accounting Standards No. 119 "Disclosure
About Derivative Financial Instruments and Fair Value of Financial
Instruments", and does not use them for trading purposes. Gothic's objective is
to hedge a portion of its exposure to price volatility from producing natural
gas. These arrangements may expose Gothic to credit risk from its counterparty.
In July 1999 Gothic entered into a costless collar agreement with
respect to the production of 50,000 MMBTU per day during the period of November
1999 through March 2000, which placed a floor of $2.30 per MMBTU and a ceiling
of $3.03 per MMBTU. The collar represented approximately 70% of Gothic's
current daily natural gas production. Collar arrangements limit the benefits
Gothic will realize if actual prices rise above the ceiling price. These
arrangements provide for Gothic to exchange a floating market price for a fixed
range contract price. Payments are made by Gothic when the floating price
exceeds the fixed range for a contract month and payments are received when the
fixed range price exceeded the floating price. The commodity reference price
for the contract was the Panhandle Eastern Pipeline Company, Texas, and
Oklahoma Mainline Index.
Additionally, in January 2000, Gothic entered into a hedge agreement
covering 50,000 MMBTU per day at a fixed price of $2.435 per MMBTU. This hedge
is in effect from April 2000 through October 2000. In February 2000, Gothic
entered into a hedge agreement covering 20,000 MMBTU per day at a fixed price
of $2.535 per MMBTU for April 2000 and $2.555 per MMBTU for May 2000. This
hedge was in effect for the months of April and May 2000. The commodity
reference price for both contracts is the Panhandle Eastern Pipeline Company,
Texas, and Oklahoma Mainline Index. If the open gas hedge noted above had been
settled on June 30, 2000, Gothic would have recognized a loss of approximately
$11.1 million.
In August 1999, Gothic entered into a hedge agreement covering 10,000
barrels of oil per month at a fixed price of $20.10 per barrel. This hedge is
in effect from September 1999 through August 2000. Gains and losses on such
natural gas and oil contracts are reflected in revenues as price adjustments in
the months of related production. If the open crude oil hedge noted above had
been settled on June 30, 2000, Gothic would have recognized a loss of
approximately $338,000.
ITEM 5 - OTHER EVENTS
On June 30, 2000 Gothic announced it had reached an agreement with
Chesapeake Energy Corporation to merge with a wholly owned subsidiary of
Chesapeake, in exchange for 4,000,000 shares of Chesapeake's common stock.
Gothic's previously announced plan of restructuring, which
contemplated the redemption of Chesapeake's holding of Gothic's preferred and
common stock for oil and gas properties and other considerations, the exchange
of the $104,000,000 Senior Discount Notes in exchange for 94% of Gothic's
equity and an equity rights offering of $15,000,000, have been terminated in
anticipation of this transaction.
Although the merger is subject to the completion of definitive
documentation, normal regulatory approvals and a Gothic shareholder vote, both
Boards of Directors have unanimously approved the transaction. Gothic plans to
hold a special shareholder's meeting as soon as possible following completion
of the SEC's review of a proxy statement, describing the transaction, which it
anticipates filing in August 2000. Completion of the transaction is expected by
year-end 2000.
At June 30, 2000, Gothic had 18,685,765 common shares outstanding, plus
employee and director options to purchase 4,435,000 shares, all of which are
expected to be exercised on or before closing of the transaction. Of the
outstanding shares, Chesapeake owns 2,394,125 shares and will not participate in
the exchange for the 4,000,000 Chesapeake common shares to be received by
Gothic's other shareholders.
Gothic loaned $90,000 to certain employees and one director in the
form of a note payable to Gothic, at an interest rate of 6% per annum, due and
payable on July 31, 2001. On July 11, 2000, the employees and the director of
Gothic exercised 225,000 outstanding common stock options. The options were
exercised upon the payment of $90,000 to Gothic.
17
<PAGE> 18
Gothic loaned $1,739,000 to certain employees, two officers and two
directors in the form of a note payable to Gothic, at an interest rate of 6%
per annum, due and payable on July 31, 2001. On August 1, 2000 the individuals
exercised an additional 4,165,000 outstanding common stock options. Of the
total options exercised, 4,155,000 options were exercised upon payment of
$1,739,500 to Gothic, and 10,000 options were exercised under the cashless
exercise provisions of the option plan.
Reflecting the exercise of these options, 45,000 common stock options
remain outstanding under the Gothic stock option plans at August 4, 2000.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
15 - Letter Regarding Unaudited Interim Financial
Information
27 - Financial Data Schedule
99 - Letter of Intent dated June 30, 2000 between Gothic
Energy Corporation and Chesapeake Energy Corporation
(b) Reports on Form 8-K
During the quarter ended June 30, 2000, Gothic filed a
Current Report on Form 8-K dated June 7, 2000, in response to
Item 7.
18
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused the report to be signed on its behalf by the
undersigned thereunto duly authorized.
GOTHIC ENERGY CORPORATION
Date: August 4, 2000 By: /s/ Michael Paulk
---------------------------------------
MICHAEL PAULK,
President, Chief Executive Officer
Date: August 4, 2000 By: /s/ Steven P. Ensz
---------------------------------------
STEVEN P. ENSZ,
Vice President of Finance, Chief
Financial Officer
Date: August 4, 2000 By: /s/ Andrew McGuire
---------------------------------------
ANDREW MCGUIRE,
Controller
19
<PAGE> 20
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
15 - Letter Regarding Unaudited Interim Financial Information
27 - Financial Data Schedule
99 - Letter of Intent dated June 30, 2000 between Gothic Energy
Corporation and Chesapeake Energy Corporation
</TABLE>
