<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 SEPTEMBER 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)
Check whether the issuer (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 November 1, 2000, 23,305,094 shares of the Registrant's Common Stock, $.01
par value, were outstanding.
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GOTHIC ENERGY CORPORATION
GOTHIC PRODUCTION CORPORATION
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
PAGE
<S> <C>
ITEM 1 - FINANCIAL STATEMENTS
Consolidated Unaudited Balance Sheet
December 31, 1999 and September 30, 2000 ............................. 3
Consolidated Unaudited Statement of Operations
Nine months ended September 30, 1999 and 2000 ........................ 4
Consolidated Unaudited Statement of Operations
Three months ended September 30, 1999 and 2000 ....................... 5
Consolidated Unaudited Statement of Cash Flows
Nine months ended September 30, 1999 and 2000 ........................ 6
Notes to Unaudited Consolidated Financial Statements ................. 7
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
Management's Discussion and Analysis or Plan of Operation ............ 11
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS .. 15
PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K ............................ 16
SIGNATURES ........................................................... 17
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
GOTHIC ENERGY CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
(In thousands, except par value and share data)
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1999 2000
------------ ------------
(unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2,583 $ 2,239
Restricted cash (1) -- 10,584
Natural gas and oil receivables 8,163 15,185
Receivable from officers and employees 77 1,850
Other 624 412
------------ ------------
TOTAL CURRENT ASSETS 11,447 30,270
PROPERTY AND EQUIPMENT:
Natural gas and oil properties on full cost method:
Properties being amortized 258,818 273,682
Unproved properties not subject to amortization 5,473 6,233
Equipment, furniture and fixtures 6,123 6,339
Accumulated depreciation, depletion and amortization (54,170) (69,602)
------------ ------------
PROPERTY AND EQUIPMENT, NET 216,244 216,652
OTHER ASSETS, NET 10,706 9,141
------------ ------------
TOTAL ASSETS $ 238,397 $ 256,063
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable trade $ 4,630 $ 3,041
Revenues payable 6,047 6,093
Accrued interest expense 4,357 11,000
Other accrued liabilities 893 355
Current portion long-term debt -- 14,723
------------ ------------
TOTAL CURRENT LIABILITIES 15,927 35,212
LONG-TERM DEBT, NET 319,857 318,751
GAS IMBALANCE AND OTHER LIABILITIES 3,648 3,322
STOCKHOLDERS' EQUITY (DEFICIT):
Series B Preferred Stock, Par Value, $.05, authorized 165,000
shares; 59,216 and 64,722 shares issued and outstanding 45,612 52,666
Common stock, par value $.01, authorized 100,000,000 shares;
18,685,765 and 23,305,094 shares issued and outstanding 187 233
Additional paid in capital 42,987 44,830
Accumulated deficit (189,821) (198,951)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (101,035) (101,222)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 238,397 $ 256,063
============ ============
</TABLE>
(1) See "Credit Facility" page 15
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 NINE MONTHS ENDED
SEPTEMBER 30,
-------------------------
1999 2000
-------- --------
<S> <C> <C>
REVENUES:
Natural gas and oil sales $ 36,973 $ 53,107
Well operations 1,853 2,016
-------- --------
TOTAL REVENUES 38,826 55,123
COSTS AND EXPENSES:
Lease operating expense 7,078 7,830
Depreciation, depletion and amortization 16,108 15,572
General and administrative expense 3,062 3,216
Investment banking and related fees -- 1,091
-------- --------
Operating income 12,578 27,414
Interest expense and amortization of debt issuance costs (28,200) (29,631)
Interest and other income 855 141
-------- --------
NET LOSS (14,767) (2,076)
PREFERRED DIVIDEND ($90.08 AND $90.17 PER PREFERRED SHARE) 5,029 5,668
PREFERRED DIVIDEND - AMORTIZATION OF PREFERRED DISCOUNT 1,385 1,386
-------- --------
NET LOSS AVAILABLE FOR COMMON SHARES $(21,181) $ (9,130)
======== ========
NET LOSS PER COMMON SHARE, BASIC AND DILUTED $ (1.27) $ (0.46)
======== ========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 16,683 19,742
======== ========
</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
SEPTEMBER 30,
--------------------------
1999 2000
-------- --------
<S> <C> <C>
REVENUES:
Natural gas and oil sales $ 13,556 $ 21,244
Well operations 594 660
-------- --------
TOTAL REVENUES 14,150 21,904
COSTS AND EXPENSES:
Lease operating expense 2,477 3,387
Depreciation, depletion and amortization 5,456 5,597
General and administrative expense 1,078 1,240
Investment banking and related fees -- 306
-------- --------
Operating income 5,139 11,374
Interest expense and amortization of debt issuance costs (9,473) (10,141)
Interest and other income 38 92
-------- --------
NET INCOME (LOSS) (4,296) 1,325
PREFERRED DIVIDEND ($30.24 AND $30.18 PER PREFERRED SHARE) 1,738 1,953
PREFERRED DIVIDEND - AMORTIZATION OF PREFERRED DISCOUNT 462 462
-------- --------
NET LOSS AVAILABLE FOR COMMON SHARES $ (6,496) $ (1,090)
======== ========
NET LOSS PER COMMON SHARE, BASIC AND DILUTED $ (0.37) $ (0.05)
======== ========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 17,463 21,830
======== ========
</TABLE>
See accompanying notes
5
<PAGE> 6
GOTHIC ENERGY CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
-------------------------
1999 2000
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(14,767) $ (2,076)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH PROVIDED
BY OPERATING ACTIVITIES:
Depreciation, depletion and amortization 16,108 15,572
Amortization of discount and loan costs 1,247 1,367
Accretion of interest on discount notes 7,118 7,895
CHANGES IN ASSETS AND LIABILITIES:
Increase in accounts receivable (1,951) (8,795)
(Increase) decrease in other current assets (49) 212
Decrease in accounts and revenues payable (1,365) (1,543)
Increase in accrued liabilities 7,670 6,105
Decrease in gas imbalance liability -- (326)
Decrease in other assets -- 197
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 14,011 18,608
NET CASH USED BY INVESTING ACTIVITIES:
Proceeds from sale of property and equipment 2,117 1,877
Purchase of property and equipment (4,643) (838)
Property development costs (14,403) (17,019)
-------- --------
NET CASH USED BY INVESTING ACTIVITIES (16,929) (15,980)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings 21,000 13,473
Payments of long-term borrowings (17,000) (7,750)
Proceeds from exercise of stock options -- 1,739
Proceeds from exercise of stock warrants -- 150
Payment of loan fees (78) --
Other (347) --
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 3,575 7,612
NET CHANGE IN CASH AND CASH EQUIVALENTS 657 10,240
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,289 2,583
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2,946 $ 12,823
======== ========
SUPPLEMENTAL DISCLOSURE OF INTEREST PAID $ 13,297 $ 13,727
======== ========
</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, 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 an independent energy company engaged, through its
operating subsidiary, in the exploration, development, acquisition and
production of onshore natural gas reserves, principally in the Mid-Continent
region of the United States. 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. The December 31, 1999 consolidated balance sheet data was derived
from the audited financial statements but does not include all disclosures
required by generally accepted accounting principles. The financial statements
should be read in conjunction with Gothic's Annual Report on Form 10-KSB for the
year ended December 31, 1999.
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 September 30, 2000, and the results of its operations and cash flows for
the periods ended September 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.
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 19,615,000 and
14,761,000 shares were outstanding as of September 30, 1999 and 2000,
respectively, and were excluded from the computation of diluted loss per share
due to their anti-dilutive 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. 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, and Oklahoma
Mainline Index. In August 1999, Gothic entered into a hedge agreement covering
10,000 barrels of oil per month at a price of $20.10 per barrel. This hedge was
in effect from September 1999 through August 2000. Gain and losses on such
natural gas and oil contracts are reflected in revenues when the natural gas or
crude oil is sold.
7
<PAGE> 8
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 was 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 price for both
contracts was the Panhandle Eastern Pipeline Company, Texas, Oklahoma Mainline
Index.
In September 2000, Gothic entered into hedge contracts for the months of
November and December 2000, for 60,000 MMBTU per day at a price of $4.88 and
$5.00, respectively. The commodity price for both contracts is the Panhandle
Eastern Pipeline Company, Texas, Oklahoma Mainline Index. Hedging activities
reduced third quarter 2000 realized prices by $1.23 per Mcf and $11.07 per
barrel, and reduced natural gas and oil sales by $8.1 million. Hedging
activities reduced the nine months ended September 30, 2000 realized prices by
$0.62 per Mcf and $7.23 per barrel, and reduced natural gas and oil sales by
$12.9 million. If the open gas hedges noted above had been settled on September
30, 2000, Gothic would have recognized a loss of approximately $4.9 million.
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
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.
On September 8, 2000 Gothic and Chesapeake Energy Corporation executed a
definitive merger agreement, and Gothic has scheduled a special meeting of
shareholders to vote on the merger on December 12, 2000. The merger will result
in Gothic becoming a wholly owned subsidiary of Chesapeake, with Gothic's common
shareholders, excluding shareholdings of Chesapeake, receiving 4,000,000 shares
of Chesapeake in exchange for their Gothic shares. On November 2, 2000, Gothic
mailed to its shareholders of record on October 20, 2000, a definitive proxy
statement/prospectus soliciting the vote of security holders at the meeting to
be held on December 12, 2000. If the merger is completed, based on the number of
shares of Gothic common stock outstanding on the date of the proxy statement/
prospectus, Gothic shareholders will receive 0.1908 of one share of Chesapeake
common stock for each share of Gothic common stock. The merger will be completed
after shareholder approval and other closing conditions have been fulfilled. It
is presently expected that this will occur in January 2001.
8
<PAGE> 9
NOTE 3. SUMMARIZED FINANCIAL INFORMATION
Gothic Production Corporation 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 in all its natural gas and oil properties.
Following is the summarized financial information related to Gothic as of
September 30, 2000 and for the nine month and three month periods ended
September 30, 1999 and September 30, 2000. (in thousands):
<TABLE>
<CAPTION>
As of December 31, 1999
---------------------------------------------------------------
Gothic Energy Gothic Production Gothic Energy 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 September 30, 2000
---------------------------------------------------------------
Gothic Energy Gothic Production Gothic Energy Corporation
Corporation Corporation Consolidated
------------- ----------------- -------------------------
<S> <C> <C> <C>
Current assets $ -- $ 30,270 $ 30,270
Non-current assets 1,562(1) 224,231 225,793
Current liabilities -- 35,212 35,212
Non-current liabilities 83,751(2) 238,322 322,073
</TABLE>
<TABLE>
<CAPTION>
For the nine months ended September 30, 1999
---------------------------------------------------------------
Gothic Energy Gothic Production Gothic Energy Corporation
Corporation Corporation Consolidated
------------- ----------------- -------------------------
<S> <C> <C> <C>
Total revenues $ -- $ 38,826 $ 38,826
Operating costs and
expenses -- 26,248 26,248
Interest expense and
amortization of debt
issuance cost 7,329 20,871 28,200
Net loss (7,329) (7,438) (14,767)
</TABLE>
<TABLE>
<CAPTION>
For the nine months ended September 30, 2000
---------------------------------------------------------------
Gothic Energy Gothic Production Gothic Energy Corporation
Corporation Corporation Consolidated
------------- ----------------- -------------------------
<S> <C> <C> <C>
Total revenues $ -- $ 55,123 $ 55,123
Operating costs and
expenses -- 27,709 27,709
Interest expense and
amortization of debt
issuance cost 8,103 21,528 29,631
Net income (loss) (8,103) 6,027 (2,076)
</TABLE>
9
<PAGE> 10
<TABLE>
<CAPTION>
For the three months ended September 30, 1999
---------------------------------------------------------------
Gothic Energy Gothic Production Gothic Energy Corporation
Corporation Corporation Consolidated
------------- ----------------- -------------------------
<S> <C> <C> <C>
Total revenues $ -- $ 14,150 $ 14,150
Operating costs and
expenses -- 9,011 9,011
Interest expense and
amortization of debt
issuance cost 2,515 6,958 9,473
Net loss (2,515) (1,781) (4,296)
</TABLE>
<TABLE>
<CAPTION>
For the three months ended September 30, 2000
---------------------------------------------------------------
Gothic Energy Gothic Production Gothic Energy Corporation
Corporation Corporation Consolidated
------------- ----------------- -------------------------
<S> <C> <C> <C>
Total revenues $ -- $21,904 $21,904
Operating costs and
expenses -- 10,530 10,530
Interest expense and
amortization of debt
issuance cost 2,862 7,279 10,141
Net income (loss) (2,862) 4,187 1,325
</TABLE>
(1) Includes unamortized debt issuance costs.
(2) Includes 14 1/8% Senior Secured Discount Notes
10
<PAGE> 11
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
nine months ended September 30, 2000, the parent corporation had approximately
$8.1 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 $7.1 million in preferred dividends and
amortization of preferred discount on its Series B Convertible Preferred Stock
during the nine months ended September 30, 2000.
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.
The following table reflects certain summary operating data for the periods
presented:
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------ ------------------------
1999 2000 1999 2000
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net Production:
Oil (MBbls) 45 29 120 108
Natural gas (MMcf) 6,104 6,879 18,995 19,520
Natural gas equivalent (MMcfe) 6,374 7,053 19,715 20,168
Oil and Natural Gas Sales:
Oil $ 858 $ 584 $ 1,903 $ 2,306
Natural gas 12,698 20,660 35,070 50,801
---------- ---------- ---------- ----------
Total $ 13,556 $ 21,244 $ 36,973 $ 53,107
========== ========== ========== ==========
Average Sales Price:(1)
Oil (Bbl) $ 19.07 $ 20.14 $ 15.86 $ 21.35
Natural gas (Mcf) 2.08 3.00 1.85 2.60
Natural gas equivalent (Mcfe) 2.13 3.01 1.88 2.63
Expenses ($ per Mcfe):
Lease operating(2) $ 0.22 $ 0.19 $ 0.22 $ 0.19
General and administrative 0.17 0.18 0.16 0.16
Depreciation, depletion and amortization(3) 0.86 0.77 0.82 0.75
</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 natural gas and oil properties only.
11
<PAGE> 12
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED WITH NINE MONTHS ENDED SEPTEMBER
30, 1999
Revenues were $55.1 million for the nine months ended September 30, 2000,
as compared to $38.8 million for the nine months ended September 30, 1999. This
represents a 42% increase in total revenue for the period. Natural gas and oil
sales for the nine months ended September 30, 2000 increased $16.1 million (44%)
to $53.1 million, with $2.3 million from oil sales and $50.8 million from
natural gas sales, as compared to natural gas and oil sales of $37.0 million for
the nine months ended September 30, 1999, with $1.9 million from oil sales and
$35.1 million from natural gas sales. The increase in natural gas and oil sales
was primarily the result of higher commodity prices within the industry during
2000. Of the $16.1 million increase in comparable natural gas and oil sales,
approximately $15.2 million was the result of the higher natural gas and oil
prices and approximately $900,000 was the result of increased natural gas
volumes. Oil sales in 2000 were based on the sale of 108,000 barrels at an
average price of $21.35 per barrel as compared to 120,000 barrels at an average
price of $15.86 per barrel in 1999. Natural gas sales in 2000 were based on the
sale of 19,520,000 Mcf at an average price of $2.60 per Mcf compared to
18,995,000 Mcf at an average price of $1.85 per Mcf in 1999.
Gothic incurred lease-operating expenses for the nine months ended
September 30, 2000 of $7.8 million compared with lease operating expenses of
$7.1 million for the nine months ended September 30, 1999. Lease operating
expenses include approximately $4.1 million and $2.7 million, in production
taxes, which Gothic incurred from its share of production in each of 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 as a percentage of natural gas and oil sales 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. Total lease operating expenses (including
production taxes) as a percentage of natural gas and oil sales were 15% in 2000
as compared to 19% in 1999.
Depreciation, depletion and amortization expense was $15.6 million for the
nine months ended September 30, 2000 as compared to $16.1 million for the nine
months ended September 30, 1999. The decrease 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 $3.2 million for the nine months
ended September 30, 2000, as compared to $3.1 million for the nine months ended
September 30, 1999. General and administrative costs per Mcfe were $0.16 in both
the 2000 and 1999 periods.
Interest and debt issuance costs were $29.6 million for the nine months
ended September 30, 2000 as compared to $28.2 million for 1999. The increase
primarily relates to interest and the amortization of costs associated with the
14 1/8% Senior Secured Discount Notes issued as part of Gothic's
recapitalization in April 1998, and increased amounts paid under Gothic's credit
facility during 2000. Gothic incurred interest costs of $19.6 million related to
the 11 1/8% Senior Secured Notes, $7.9 million related to the 14 1/8% Senior
Secured Discount Notes, $762,000 with Bank One, Texas, N.A. and $1.4 million as
amortization of loan costs.
Gothic earned $141,000 in interest and other income during the nine months
ended September 30, 2000 compared to $855,000 in 1999. The 1999 amount includes
$720,000 from the sale of seismic data.
Gothic also incurred $7.1 million in preferred dividends and amortization
of preferred discount costs on its Series B Preferred Stock during the nine
months ended September 30, 2000, compared to $6.4 million in 1999.
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED WITH THREE MONTHS ENDED SEPTEMBER
30, 1999
Revenues were $21.9 million for the three months ended September 30, 2000,
as compared to $14.2 million for the three months ended September 30, 1999. This
represents a 54% increase in total revenue for the period. Natural gas and oil
sales for the three months ended September 30, 2000 increased
12
<PAGE> 13
$7.7 million (57%) to $21.2 million, with $584,000 from oil sales and $20.7
million from natural gas sales, as compared to natural gas and oil sales of
$13.6 million for the three months ended September 30, 1999, with $858,000 from
oil sales and $12.7 million from natural gas sales. The increase in natural gas
and oil sales was primarily the result of an increase in natural gas and oil
prices within the industry during the 2000 period. Oil sales in 2000 were based
on the sale of 29,000 barrels at an average price of $20.14 per barrel as
compared to 45,000 barrels at an average price of $19.07 per barrel in 1999.
Natural gas sales in 2000 were based on the sale of 6,879,000 Mcf at an average
price of $3.00 per Mcf compared to 6,104,000 Mcf at an average price of $2.08
per Mcf in 1999.
Gothic incurred lease-operating expenses for the three months ended
September 30, 2000 of $3.4 million compared with lease operating expenses of
$2.5 million for the three months ended September 30, 1999. Lease operating
expenses include approximately $2.0 million and $1.1 million, in production
taxes, which Gothic incurred from its share of production in 2000 and 1999.
Total lease operating expenses (including production taxes) as a percentage of
natural gas and oil sales were 16% in 2000 as compared to 18% in 1999.
Depreciation, depletion and amortization expense was $5.6 million for the
three months ended September 30, 2000, compared to $5.5 million for the three
months ended September 30, 1999.
General and administrative costs were $1.2 million for the three months
ended September 30, 2000, as compared to $1.1 million for the three months ended
September 30, 1999. General and administrative costs per Mcfe increased from
$0.17 in 1999 to $0.18 in 2000.
Interest and debt issuance costs were $10.1 million for the three months
ended September 30, 2000 as compared to $9.5 million for 1999. The increase
primarily relates to interest and the amortization of costs associated with the
14 1/8% Senior Secured Discount Notes issued as part of Gothic's
recapitalization in April 1998, and increased interest amounts paid under
Gothic's credit facility during 2000. Gothic incurred interest costs of $6.5
million related to the 11 1/8% Senior Secured Notes, $2.8 million related to the
14 1/8% Senior Secured Discount Notes, $352,000 with Bank One, Texas, N.A. and
$460,000 as amortization of loan costs.
Gothic earned $92,000 in interest and other income during the three months
ended September 30, 2000 compared to $38,000 in 1999.
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 September 30, 2000, compared to $2.2 million in 1999.
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 nine
months ended September 30, 1999 and 2000:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------
1999 2000
------- -------
(IN THOUSANDS)
<S> <C> <C>
Net cash provided by operating activities $14,011 $18,608
Net cash used in investing activities 16,929 15,980
Net cash provided by financing activities 3,575 7,612
</TABLE>
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<PAGE> 14
Net cash provided by operations was $18.6 million for the nine months ended
September 30, 2000 as compared to net cash provided of $14.0 million for the
same period in 1999. The operating cash flows for the nine months ended
September 30, 2000 reflect the increase in income from operations resulting from
higher commodity prices, partially offset by changes in working capital.
Gothic used $16.0 million of net cash in investing activities for the nine
months ended September 30, 2000 compared to net cash used of $16.9 million for
the same period in 1999. The 2000 amount includes well enhancement costs of
approximately $17.0 million and approximately $838,000 in cash paid for property
acquisitions and equipment, offset by approximately $1.9 million received from
the sale of certain properties. The 1999 cash used for investing activities
includes property development costs of approximately $14.4 million and
approximately $4.6 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.
Net cash provided by financing activities for the nine months ended
September 30, 2000 was $7.6 million compared to $3.6 million provided in 1999.
The 2000 amount includes net proceeds from Gothic's credit facility of $5.7
million, along with $1.7 million in proceeds from the exercise of stock options
and $150,000 from the exercise of stock warrants. The September 30, 1999 amount
includes net proceeds from Gothic's credit facility of $4.0 million, partially
offset by the payment of $78,000 in bank and other loan fees, and $347,000 in
other costs.
OUTSTANDING INDEBTEDNESS AND OTHER SECURITIES
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 September 30, 2000, Gothic had $14.7 million outstanding under
the Credit Facility, and as of November 10, 2000 had $11.2 million outstanding.
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
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<PAGE> 15
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 September 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.
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", "Nine
Months Ended September 30, 2000 Compared with Nine Months Ended September 30,
1999", "Quarter Ended September 30, 2000 Compared with Quarter Ended September
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 complete the proposed merger with
Chesapeake Energy Corporation, 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 when required, 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.
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", but does not use
them for trading purposes. Gothic's objective is to hedge a portion of its
exposure to price volatility from selling natural gas and oil. 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. Collar arrangements limit the benefits Gothic will realize if
actual prices rise above the ceiling price. These arrangements provide for
Gothic to exchange a
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<PAGE> 16
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, and Oklahoma Mainline Index. In August 1999, Gothic entered into
a hedge agreement covering 10,000 barrels of oil per month at a price of $20.10
per barrel. This hedge was in effect from September 1999 through August 2000.
Gain and losses on such natural gas and oil contracts are reflected in revenues
when the natural gas or crude oil is sold.
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 was 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 price for both
contracts was the Panhandle Eastern Pipeline Company, Texas, Oklahoma Mainline
Index.
In September 2000, Gothic entered into hedge contracts for the months of
November and December 2000, for 60,000 MMBTU per day at a price of $4.88 and
$5.00, respectively. The commodity price for both contracts is the Panhandle
Eastern Pipeline Company, Texas, Oklahoma Mainline Index. Hedging activities
reduced third quarter 2000 realized prices by $1.23 per Mcf and $11.07 per
barrel, and reduced natural gas and oil sales by $8.1 million. Hedging
activities reduced the nine months ended September 30, 2000 realized prices by
$0.62 per Mcf and $7.23 per barrel, and reduced natural gas and oil sales by
$12.9 million. If the open gas hedges noted above had been settled on September
30, 2000, Gothic would have recognized a loss of approximately $4.9 million.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27 - Financial Data Schedule
(b) Reports on Form 8-K
During the quarter ended September 30, 2000, the Company did not file
any Current Reports on Form 8-K.
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<PAGE> 17
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: November 13, 2000 By: /s/ Michael Paulk
----------------------------------
MICHAEL PAULK,
President, Chief Executive Officer
Date: November 13, 2000 By: /s/ Steven P. Ensz
----------------------------------
STEVEN P. ENSZ,
Vice President of Finance, Chief
Financial Officer
Date: November 13, 2000 By: /s/ Andrew McGuire
----------------------------------
ANDREW MCGUIRE,
Controller
17
<PAGE> 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
