<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended September 30, 1995
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from __________________to___________________
Commission File Number: 0-20100
BELDEN & BLAKE CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-1686642
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5200 Stoneham Road
North Canton, Ohio 44720
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(Address of principal executive offices) (Zip Code)
(216) 499-1660
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(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report.)
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.
[X] Yes [ ] No
Number of common shares of Belden & Blake Corporation
Outstanding as of November 7, 1995 11,136,496
<PAGE> 2
BELDEN & BLAKE CORPORATION
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART I Financial Information:
- ------
Item 1. Financial Statements
Consolidated Balance Sheets as of September 30, 1995 and 1
December 31, 1994
Consolidated Statements of Operations for the three and 3
nine months ended September 30, 1995 and 1994
Consolidated Statements of Shareholders' Equity as of 4
September 30, 1995 and December 31, 1994 and 1993
Consolidated Statements of Cash Flows for the nine 5
months ended September 30, 1995 and 1994
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition 9
and Results of Operations
PART II Other Information
- --------
Item 6. Exhibits and Reports on Form 8-K 15
</TABLE>
<PAGE> 3
BELDEN & BLAKE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1995 1994
---------------- ----------------
(UNAUDITED)
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 17,970,734 $ 3,649,005
Accounts receivable, net 23,953,108 13,068,663
Inventories 8,356,575 6,676,884
Deferred income taxes 1,847,495 1,741,093
Other current assets 4,007,406 956,699
---------------- ----------------
TOTAL CURRENT ASSETS 56,135,318 26,092,344
PROPERTY AND EQUIPMENT
Oil and gas properties (successful efforts method) 224,386,856 122,279,367
Gas gathering systems 25,225,935 18,120,365
Land, buildings, machinery and equipment 27,990,112 19,564,247
---------------- ----------------
277,602,903 159,963,979
Less accumulated depreciation, depletion
and amortization 53,359,944 40,788,899
---------------- ----------------
PROPERTY AND EQUIPMENT, NET 224,242,959 119,175,080
OTHER ASSETS 8,433,733 2,905,371
---------------- ----------------
$ 288,812,010 $ 148,172,795
================ ================
</TABLE>
The balance sheet at December 31, 1994 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes generally required by genarally accepted accounting principles
for complete financial statements.
See accompanying notes.
1
<PAGE> 4
BELDEN & BLAKE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1995 1994
---------------- ----------------
(UNAUDITED)
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 8,266,375 $ 3,593,811
Accrued expenses 19,711,444 8,440,315
Current portion of long-term liabilities 2,002,918 447,257
---------------- ----------------
TOTAL CURRENT LIABILITIES 29,980,737 12,481,383
LONG-TERM LIABILITIES
Senior notes 35,000,000 35,000,000
Convertible subordinated debentures 7,250,000 7,350,000
Bank and other long-term debt 67,158,603 4,239,682
Capitalized lease obligations 398,759 645,314
Other 968,124 623,162
---------------- ----------------
TOTAL LONG-TERM LIABILITIES 110,775,486 47,858,158
DEFERRED INCOME TAXES 7,937,565 6,691,408
SHAREHOLDERS' EQUITY
Common stock without par value; $.10 stated value
per share; authorized 12,000,000 shares; issued
and outstanding 11,136,496 and 7,084,737 shares 1,113,650 708,474
Preferred stock without par value; $100 stated value
per share; authorized 8,000,000 shares;
issued and outstanding 24,000 shares 2,400,000 2,400,000
Paid in capital 126,185,380 70,378,839
Retained earnings 10,554,145 7,879,483
Unearned portion of restricted stock (134,953) (224,950)
---------------- ----------------
TOTAL SHAREHOLDERS' EQUITY 140,118,222 81,141,846
---------------- ----------------
$ 288,812,010 $ 148,172,795
================ ================
</TABLE>
The balance sheet at December 31, 1994 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes generally required by generally accepted accounting principles
for complete financial statements.
See accompanying notes.
2
<PAGE> 5
BELDEN & BLAKE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
1995 1994 1995 1994
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
REVENUES
Oil and gas sales $ 12,949,105 $ 8,069,062 $ 31,923,560 $ 24,616,133
Gas marketing and gathering 9,211,521 8,397,772 26,916,529 26,123,864
Oilfield sales and service 6,200,276 3,897,631 12,455,363 9,014,437
Contract claim income 1,342,900 -- 1,342,900 --
Interest and other 330,710 269,591 744,681 400,903
--------------- --------------- --------------- ---------------
30,034,512 20,634,056 73,383,033 60,155,337
EXPENSES
Production expense 4,384,069 2,379,177 9,694,939 6,946,510
Cost of gas and gathering expense 7,506,660 7,191,187 22,759,257 22,875,597
Oilfield sales and service 5,587,079 3,628,555 11,654,140 8,618,137
Exploration expense 1,578,620 732,366 3,392,272 1,995,031
General and administrative expense 1,052,576 1,008,679 3,066,402 3,164,317
Interest expense 1,560,761 876,343 4,013,240 2,659,522
Depreciation, depletion and amortization 5,468,878 3,018,151 12,844,420 9,001,245
--------------- --------------- --------------- ---------------
27,138,643 18,834,458 67,424,670 55,260,359
--------------- --------------- --------------- ---------------
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES 2,895,869 1,799,598 5,958,363 4,894,978
Provision for income taxes 1,062,825 644,576 2,194,547 1,821,805
--------------- --------------- --------------- ---------------
NET INCOME FROM CONTINUING OPERATIONS 1,833,044 1,155,022 3,763,816 3,073,173
NET LOSS FROM DISCONTINUED OPERATIONS (678,102) (75,085) (954,154) (81,069)
--------------- --------------- --------------- ---------------
NET INCOME $ 1,154,942 $ 1,079,937 $ 2,809,662 $ 2,992,104
=============== =============== =============== ===============
NET INCOME PER COMMON SHARE
CONTINUING OPERATIONS $ 0.18 $ 0.16 $ 0.45 $ 0.41
DISCONTINUED OPERATIONS (0.07) (0.01) (0.12) (0.01)
--------------- --------------- --------------- ---------------
$ 0.11 $ 0.15 $ 0.33 $ 0.40
=============== =============== =============== ===============
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 9,741,156 7,084,737 7,992,704 7,078,707
============== =============== =============== ==============
</TABLE>
Prior periods have been restated to reflect the Company's wholly-owned
subsidiary, EPS, as discontinued operations.
See accompanying notes.
3
<PAGE> 6
BELDEN & BLAKE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
UNEARNED
COMMON COMMON PREFERRED PAID-IN RETAINED RESTRICTED
SHARES STOCK STOCK CAPITAL EARNINGS STOCK TOTAL
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
JANUARY 1, 1993 3,355,241 $ 335,524 $2,400,000 $25,550,711 $ 1,176,536 $(440,000) $ 29,022,771
Stock issued 60,000 6,000 491,150 497,150
Stock issued 168,000 16,800 1,658,702 1,675,502
Stock issued 3,450,000 345,000 41,817,720 42,162,720
Net income 3,220,026 3,220,026
Preferred stock dividend (180,000) (180,000)
Employee stock bonus 22,325 2,232 237,762 239,994
Restricted stock grant 108,999 110,000 218,999
Other (2,485) (248) 248 --
- ----------------------------------------------------------------------------------------------------------------------------------
DECEMBER 31, 1993 7,053,081 705,308 2,400,000 69,865,292 4,216,562 (330,000) 76,857,162
Stock issued 31,656 3,166 384,622 387,788
Net income 3,842,921 3,842,921
Preferred stock dividend (180,000) (180,000)
Restricted stock grant 128,925 105,050 233,975
- ----------------------------------------------------------------------------------------------------------------------------------
DECEMBER 31, 1994 7,084,737 708,474 2,400,000 70,378,839 7,879,483 (224,950) 81,141,846
Stock issued 4,025,000 402,500 55,387,490 55,789,990
Stock issued 3,000 300 43,580 43,880
Stock options exercised 2,250 225 25,244 25,469
Net income 2,809,662 2,809,662
Preferred stock dividend (135,000) (135,000)
Employee stock bonus 21,509 2,151 250,580 252,731
Restricted stock grant 99,647 89,997 189,644
- ----------------------------------------------------------------------------------------------------------------------------------
(UNAUDITED)
SEPTEMBER 30, 1995 11,136,496 $1,113,650 $2,400,000 $ 126,185,380 $10,554,145 $(134,953) $140,118,222
==================================================================================================================================
</TABLE>
See accompanying notes.
4
<PAGE> 7
BELDEN & BLAKE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
----------------------------------------
1995 1994
------------------ -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,809,662 $ 2,992,104
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, depletion and amortization 13,261,382 9,089,916
Loss on disposal of property and equipment 182,720 77,783
Deferred income taxes 1,139,755 1,268,034
Deferred compensation and stock grants 790,255 156,392
Change in operating assets and liabilities, net of
effects of purchases of businesses:
Accounts receivable (7,858,336) (2,103,296)
Inventories 942,986 (1,250,389)
Other operating assets (3,378,637) (266,780)
Accounts payable and accrued expenses 7,009,444 2,537,140
------------------ -----------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 14,899,231 12,500,904
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of businesses, net of cash acquired (90,097,695) (16,960,021)
Proceeds from property and equipment disposals 182,601 188,534
Additions to property and equipment (14,042,121) (12,893,901)
(Increase) decrease in other assets (1,075,693) 12,497
------------------ -----------------
NET CASH USED IN INVESTING ACTIVITIES (105,032,908) (29,652,891)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving line of credit and long-term debt 66,000,000 2,100,000
Repayment of long-term debt (17,007,852) (412,476)
Repayment of capital lease obligations (261,084) (226,874)
Proceeds from sale of common stock 59,438,099 --
Common stock placement cost (3,578,757) --
Preferred stock dividends (135,000) (135,000)
------------------ -----------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 104,455,406 1,325,650
------------------ -----------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 14,321,729 (15,826,337)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 3,649,005 22,244,231
------------------ -----------------
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD $ 17,970,734 $ 6,417,894
================== =================
CASH PAID DURING THE PERIOD FOR:
Interest $ 3,935,857 $ 2,732,509
Income taxes, net of refunds received 599,381 (130,637)
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Acquisition of assets in exchange for debt 15,394,044 --
Acquisition of assets in exchange for other long-term obligations -- 498,499
Acquisition of assets in exchange for stock -- 387,788
Sale of assets in exchange for notes receivable -- 689,289
</TABLE>
See accompanying notes.
5
<PAGE> 8
BELDEN & BLAKE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(UNAUDITED)
SEPTEMBER 30, 1995
- -------------------------------------------------------------------------------
(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Belden
& Blake Corporation and its subsidiaries (the "Company") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three and nine month periods ended
September 30, 1995 are not necessarily indicative of the results that may be
expected for the year ended December 31, 1995. For further information, refer
to the consolidated financial statements and footnotes included in the
Company's annual report on Form 10-K for the year ended December 31, 1994.
(2) ACQUISITIONS
In September 1995, the Company purchased from Savoy Oil & Gas, Inc., a
privately owned independent energy company headquartered in Traverse City,
Michigan, oil and gas properties in northern Michigan with estimated proved
developed reserves, associated with 24 Antrim Shale wells, of 11 Bcf (billion
cubic feet) of natural gas net to the Company's interest. The Company's
average working interest in these wells is 78 percent and account for
approximately half of the purchase price of $10.3 million. The remainder of
the purchase price is associated with the Company's 94% working interest in
undeveloped well locations on approximately 17,000 leasehold acres. The pro
forma results of these properties, if reported, would not be materially
different from results of operations as reported.
In September 1995, the Company purchased oil and gas properties located
in Ohio from KST Oil & Gas Co., Inc. ("KST") for $8.6 million. In aggregate,
the Company acquired an average working interest of 60% in approximately 511
wells. The wells had estimated proved developed reserves of 8.8 billion cubic
feet equivalent of natural gas at December 31, 1994. Approximately $5.3
million of the purchase price was allocated to the purchase of the reserves.
The purchase also included approximately 125 miles of gathering systems.
In July 1995, the Company purchased from Quaker State Corporation most
of its oil and gas properties and related assets in the Appalachian Basin (the
"Quaker State Properties") for approximately $50 million. The Quaker State
Properties include approximately 1,460 gross (1,100 net) wells with estimated
proved reserves of 2.2 MMBbl (million barrels) of oil and 46.8 Bcf of gas at
December 31, 1994, approximately 250 miles of gas gathering systems,
undeveloped oil and gas leases and fee mineral interests covering approximately
250,000 acres, an extensive geologic and geophysical database and other assets.
In May 1995, the Company purchased an average working interest of 78%
in 239 wells located in New York and Pennsylvania from U.S. Energy Development
Corporation ("USE"), a privately-held company, for $4.2 million. The interests
acquired had estimated proved developed reserves of 6.2 Bcf of
6
<PAGE> 9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
------------------------------------------------------
gas and 24,300 Bbls (barrels) of oil at December 31, 1994. The Company has
since assumed operations of the wells.
In March 1995, the Company purchased all the producing properties of
The East Ohio Gas Company ("EOG") for $6.5 million. The assets acquired
include a 100% working interest in 378 natural gas wells and drilling rights on
more than 250,000 acres of adjacent properties. A substantial majority of the
wells acquired are adjacent to properties currently being operated by the
Company. The wells had estimated proved reserves of 8.5 Bcf of natural gas and
80,000 Bbls of oil at December 31, 1994.
In January 1995, the Company purchased Ward Lake Drilling, Inc. ("Ward
Lake"), a privately-held exploration and production company headquartered in
Gaylord, Michigan, for $15.1 million. Ward Lake operates and holds a
production payment interest and working interests averaging 13.6% in
approximately 500 Antrim Shale gas wells located in Michigan's lower
peninsula. The purchase also included approximately 5,500 undeveloped
leasehold acres that Ward Lake owns in Michigan. At December 31, 1994, the
wells had estimated proved developed natural gas reserves totaling 98 Bcf (14
Bcf net to the Company's interest). Approximately one half of the purchase
price represented payment for the proved reserves, with the balance associated
with other oil and gas and corporate assets.
The following table presents the unaudited pro forma results of
operations for the three and nine months ended September 30, 1995 and 1994 as
if the acquisition of the Quaker State Properties, Ward Lake, KST, EOG and USE
and the common stock offering completed in August 1995 had occurred on January
1, 1994.
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------- -------------------------
PRO FORMA PRO FORMA
1995 1994 1995 1994
----------- ----------- -------- ----------
(in thousands except per share data)
<S> <C> <C> <C> <C>
Total revenues $ 30,449 $ 29,062 $ 88,173 $ 85,439
Net income from continuing operations 1,879 3,102 7,175 8,915
Net income per share - continuing operations $ .16 $ .28 $ .63 $ .79
Weighted average common shares outstanding 11,132 11,110 11,129 11,105
</TABLE>
Through the third quarter of 1995, the Company purchased additional
working interests averaging 24% in the wells operated by Ward Lake for
approximately $12 million. The interests acquired had estimated proved developed
reserves of 16 Bcf at December 31, 1994. The interests acquired also qualify
for tax credits that may be available to offset a portion of the Company's
federal income tax liability through 2002.
(3) SHAREHOLDERS' EQUITY
In August 1995, the Company sold 4,025,000 shares of Common Stock at
$14.75 per share ($13.93 net after underwriting commissions and discounts), Net
proceeds, after deducting underwriting discounts and expenses, totaled
approximately $55.8 million.
7
<PAGE> 10
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
------------------------------------------------------
Approximately $50 million of the net proceeds were used to purchase the
Quaker State Properties, and the remaining proceeds were used to reduce the
outstanding balance under the Company's revolving credit agreement, under which
$35 million was outstanding at July 31, 1995.
(4) CONTRACT CLAIMS
The Company has a claim in the Columbia Gas Transmission Corporation
("Columbia") bankruptcy reorganization proceedings arising from the rejection
of certain contracts for the purchase of natural gas. In Columbia's Amended
Plan of Reorganization dated April 17, 1995, Columbia scheduled proposed
allowed amounts for the Company of approximately $2 million. The anticipated
payout amount currently stated in Columbia's reorganization plan is
approximately sixty-eight (68%) of such proposed allowed amount. In the third
quarter of 1995 the Company recognized $1.3 million of these anticipated
proceeds. The Company believes that Columbia's proposed allowed amount is
inadequate and intends to pursue the recovery of a greater amount from Columbia
and anticipates hearings with respect to its claims to take place in early
1996, but the exact amount of any additional recovery has not been determined.
(5) DISCONTINUED OPERATIONS
The Company plans to sell Engine Power Systems, Inc. (EPS), a
wholly-owned subsidiary. EPS is engaged in engine sales and system packaging
for power generation, co-generation, gas compression and air compression
applications. The Company acquired EPS in February 1994 with the objectives of
increasing its vertical integration in gas marketing and strengthening its gas
marketing capability.
The decision to sell EPS was made in September, 1995 and resulted in a
loss from discontinued operations, net of income tax, of $678,102 in the third
quarter to account for operating losses, the write-down of various assets and
inventories to estimated realizable value and to provide for the estimated
costs related to asset disposals and future losses prior to the sale. The loss
from discontinued operations through the first nine months of 1995 was $954,154
net of income taxes.
<TABLE>
<CAPTION>
Three months Nine months
ended ended
September 30, September 30,
1995 1995
-------------- ------------
<S> <C> <C>
Loss from operation of discontinued segment $ (270,003) $ (701,335)
Income tax (97,201) (252,481)
-------------- ------------
(172,802) (448,854)
Loss on disposal of segment (789,531) (789,531)
Income tax (284,231) (284,231)
-------------- ------------
(505,300) (505,300)
-------------- ------------
Net loss from discontinued operations $ (678,102) $ (954,154)
============== ============
</TABLE>
8
<PAGE> 11
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------
RESULTS OF OPERATIONS - THIRD QUARTERS OF 1995 AND 1994 COMPARED
OIL AND GAS SALES. Oil and gas sales increased $4.9 million (60%) in
the third quarter of 1995 compared to the same period of 1994 due primarily to
an increase in oil and gas volumes sold. The increase was partially offset by
the lower average prices paid for the Company's oil and natural gas.
Oil volumes increased 44,924 Bbls (37%) from 120,291 Bbls in the third
quarter of 1994 to 165,215 Bbls in the third quarter of 1995 resulting in an
increase in oil sales of approximately $780,000. Gas volumes increased 2.4 Bcf
(95%) from 2.5 Bcf in the third quarter of 1994 to 4.9 Bcf in the third quarter
of 1995 resulting in an increase in gas sales of approximately $5.7 million.
These volume increases were primarily due to the Company's 1995 acquisitions
and production from wells drilled in 1994 and 1995. These volume increases
were partially offset by curtailed gas production due to lower spot market gas
prices and by interstate pipeline repairs and construction.
The average price paid for the Company's oil decreased from $17.26 per
barrel in the third quarter of 1994 to $16.27 per barrel in the third quarter
of 1995 which reduced oil sales by approximately $160,000. The average price
paid for the Company's natural gas decreased $.30 per Mcf to $2.11 per Mcf in
the third quarter of 1995 compared to the third quarter of 1994 which decreased
gas sales in the third quarter of 1995 by approximately $1.4 million. The
decrease in the average gas price was largely the result of lower gas prices
received on the Company's recently acquired Michigan production and production
from the Quaker State Properties.
GAS MARKETING AND GATHERING REVENUE. Gas marketing and gathering
revenue increased $813,749 (10%) in the third quarter of 1995 compared with
1994 primarily due to an increase in volumes purchased from third parties and
resold. The increase was partially offset by a lower average selling price.
OILFIELD SALES AND SERVICE REVENUE. Oilfield sales and service revenue
increased $2.3 million (59%) from $3.9 million in the third quarter of 1994 to
$6.2 million in the third quarter of 1995. This increase was primarily due to
the sales generated by the three oilfield service companies acquired by the
Company in 1994 and three oilfield sales and service companies acquired in
1995.
CONTRACT CLAIM INCOME. Revenue increased $1.3 million in the third
quarter of 1995 due to the recognition of anticipated proceeds from contract
rejection claims that have been filed in the bankruptcy proceedings of Columbia
Gas Transmission Corporation. See Note 4 - "Contract Claims".
INTEREST AND OTHER REVENUE. Interest and other revenue increased
$61,119 (23%) from $269,591 in the third quarter of 1994 to $330,710 in the
third quarter of 1995 due to the recognition of income in 1995 from an
incentive production payment associated with certain properties operated by
Ward Lake.
PRODUCTION EXPENSE. Production expense increased from $2.4 million in
the third quarter of 1994 to $4.4 million in the third quarter of 1995. This
increase was largely due to the increased production volumes discussed above.
The average production cost in the third quarter of 1995 was $.75 per Mcfe
(equivalent Mcf of natural gas) compared to $.74 per Mcfe in the third quarter
of 1994.
9
<PAGE> 12
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (CONTINUED)
-------------------------------------
COST OF GAS AND GATHERING EXPENSE. Cost of gas and gathering expense
in the third quarter of 1995 increased $315,473 (4%) compared with the third
quarter of 1994 primarily due to an increase in volumes purchased from third
parties and resold. The increase was partially offset by a lower average
purchase price.
OILFIELD SALES AND SERVICE EXPENSE. Oilfield sales and service expense
increased $2.0 million (54%) from $3.6 million in the third quarter of 1994 to
$5.6 million in the third quarter of 1995 primarily as a result of the
increased cost of goods sold and expenses associated with increased sales made
by the acquisitions described above.
EXPLORATION EXPENSE. Exploration expense increased $846,254 (116%)
from $732,366 in the third quarter of 1994 to $1.6 million in the third quarter
of 1995 primarily due to increases in the size of the technical staff and
higher levels of geological and geophysical activity.
GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense
in the third quarter of 1995 was consistent with the third quarter of 1994,
notwithstanding the continued growth of the Company.
INTEREST EXPENSE. Interest expense increased from $876,343 in the
third quarter of 1994 to $1.6 million in the third quarter of 1995. This
increase was primarily due to a $65 million increase in bank and other
long-term debt incurred to finance the 1995 acquisitions (Note 2 -
"Acquisitions").
DEPRECIATION, DEPLETION AND AMORTIZATION. Depreciation, depletion and
amortization increased by $2.5 million (81%) in the third quarter of 1995
compared to the third quarter of 1994. This increase was primarily due to
additional depletion expense associated with the production volumes described
above.
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES. Income from
continuing operations before income taxes increased $1.1 million (61%) from
$1.8 million in the third quarter of 1994 to $2.9 million in the third quarter
of 1995. The oil and gas operations segment increased operating income $1.5
million (68%) from $2.3 million in 1994 to $3.8 million in 1995. The increase
was attributable to the Columbia contract claim and other items discussed
above. The oilfield sales and service segment operating income increased
$195,102 from an operating income of $153,894 in 1994 to $348,996 in 1995. The
increase was attributable to the items discussed above.
NET INCOME FROM CONTINUING OPERATIONS. Net income from continuing
operations for the third quarter of 1995 was $1.8 million compared to $1.2
million in the third quarter of 1994. This increase in net income was
primarily the result of the items discussed above. Provision for income taxes
from continuing operations increased from $644,576 in the third quarter of 1994
to $1.1 million in the third quarter of 1995 due to the increase in income from
continuing operations before income taxes. Net income from continuing
operations on a per share basis increased from $.16 per share in the third
quarter of 1994 to $.18 per share in the third quarter of 1995. This increase
was primarily the result of the factors discussed above.
10
<PAGE> 13
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (CONTINUED)
-------------------------------------
NET LOSS FROM DISCONTINUED OPERATIONS. Net loss from discontinued
operations (net of tax benefit) for the third quarter of 1995 was $678,102
compared to $75,085 in the third quarter of 1994. The loss in the third
quarter of 1995 includes the write-down of various assets and inventories to
estimated realizable value and a provision for estimated costs of asset
disposals and future losses related to the Company's decision to sell EPS.
RESULTS OF OPERATIONS - NINE MONTHS OF 1995 AND 1994 COMPARED
OIL AND GAS SALES. Oil and gas sales increased $7.3 million (30%) in
the first nine months of 1995 compared to the same period of 1994 due primarily
to an increase in oil and gas volumes sold and a higher average price paid for
the Company's oil which more than offset a lower average price paid for the
Company's natural gas.
Oil volumes increased 34,950 Bbls (9%) from 372,098 Bbls to 407,048
Bbls in the first nine months of 1995 resulting in an increase in oil sales of
approximately $560,000. Gas volumes increased 3.9 Bcf (54%) from 7.2 Bcf in
the first nine months of 1994 to 11.1 Bcf in the first nine months of 1995
resulting in an increase in gas sales of approximately $10.1 million. The gas
volume increase was primarily due to the Company's 1995 acquisitions and
production from wells drilled in 1994 and 1995. These volume increases were
partially offset by curtailed gas production due to lower spot market gas
prices and by interstate pipeline repairs and construction.
The average price paid for the Company's oil increased from $15.85 per
barrel in the first nine months of 1994 to $16.83 per barrel in the first nine
months of 1995 which increased oil sales by approximately $400,000. The
average price paid for the Company's natural gas decreased $.34 per Mcf to
$2.26 per Mcf in the first nine months of 1995 compared to the first nine
months of 1994 resulting in decreased gas sales of approximately $3.8 million.
GAS MARKETING AND GATHERING REVENUE. Gas marketing and gathering
revenue in the first nine months of 1995 was consistent with the same period in
1994. Increased volumes purchased from third parties and resold were offset by
a lower average selling price.
OILFIELD SALES AND SERVICE REVENUE. Oilfield sales and service revenue
increased $3.5 million (38%) from $9.0 million in the first nine months of 1994
to $12.5 million in the first nine months of 1995. This increase was primarily
due to the sales generated by the three oilfield service companies acquired by
the Company in 1994 and three oilfield sales and service companies acquired in
1995.
CONTRACT CLAIM INCOME. Revenue increased $1.3 million due to the
recognition of anticipated proceeds from contract rejection claims that have
been filed in the bankruptcy proceedings of Columbia Gas Transmission
Corporation. See Note 4 - "Contract Claims".
INTEREST AND OTHER REVENUE. Interest and other revenue increased
$343,778 (86%) from $400,903 in the first nine months of 1994 to $744,681 in
the first nine months of 1995 primarily due to the recognition of income in
1995 from an incentive production payment associated with certain properties
operated by Ward Lake.
11
<PAGE> 14
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (CONTINUED)
-------------------------------------
PRODUCTION EXPENSE. Production expense increased from $6.9 million in
the first nine months of 1994 to $9.7 million in the first nine months of 1995.
This increase was largely due to the increased production volumes discussed
above. The average production cost in the first nine months of 1995 was $.72
per Mcfe compared to $.74 per Mcfe in the first nine months of 1994.
COST OF GAS AND GATHERING EXPENSE. Cost of gas and gathering expense
in the first nine months of 1995 was consistent with the same period in 1994.
Increased volumes purchased from third parties and resold were offset by a
lower average purchase price.
OILFIELD SALES AND SERVICE EXPENSE. Oilfield sales and service expense
increased $3.1 million (35%) from $8.6 million in the first nine months of 1994
to $11.7 million in the first nine months of 1995 primarily as a result of the
increased cost of goods sold and expenses associated with increased sales made
by the acquisitions described above.
EXPLORATION EXPENSE. Exploration expense increased $1.4 million (70%)
from $2.0 million in the first nine months of 1994 to $3.4 million in the first
nine months of 1995 primarily due to increases in the size of the technical
staff and higher levels of geological and geophysical activity.
GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense
decreased from $3.2 million in the first nine months of 1994 to $3.1 million in
the first nine months of 1995, notwithstanding the continued growth of the
Company.
INTEREST EXPENSE. Interest expense increased from $2.7 million in the
first nine months of 1994 to $4.0 million in the first nine months of 1995.
This increase was primarily due to a $65 million increase in bank and other
long-term debt incurred to finance the 1995 acquisitions (Note 2 -
"Acquisitions").
DEPRECIATION, DEPLETION AND AMORTIZATION. Depreciation, depletion and
amortization increased by $3.8 million (43%) in the first nine months of 1995
compared to the first nine months of 1994. This increase was primarily due to
additional depletion expense associated with the increased production volumes
described above.
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES. Income from
continuing operations before income taxes increased $1.1 million (22%) from
$4.9 million in the first nine months of 1994 to $6.0 million in the first nine
months of 1995. The oil and gas operations segment increased operating income
$2.0 million (28%) from $7.1 million in 1994 to $9.1 million in 1995. The
increase was attributable to the items discussed above. The oilfield sales and
service segment operating income increased $62,802 from $56,081 in 1994 to
$118,883 in 1995.
NET INCOME FROM CONTINUING OPERATIONS. Net income from continuing
operations for the first nine months of 1995 was $3.8 million compared to net
income of $3.1 million in the first nine months of 1994. This increase in net
income from continuing operations was primarily the result of the items
discussed above. Provision for income taxes from continuing operations
increased from $1.8 million in the first nine months of 1994 to $2.2 million in
the first nine months of 1995 due to the increase in income from continuing
operations before income taxes partially offset by a decrease in the effective
tax
12
<PAGE> 15
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (CONTINUED)
-------------------------------------
rate. Net income from continuing operations on a per share basis increased
from $.41 per share in the first nine months of 1994 to $.45 per share in the
first nine months of 1995. This increase was primarily the result of the
factors discussed above.
NET LOSS FROM DISCONTINUED OPERATIONS. Net loss from discontinued
operations (net of tax benefit) for the first nine months of 1995 was $954,154
compared to $81,069 in the first nine months of 1994. The loss in the first
nine months of 1995 includes the write-down of various assets and inventories
to estimated realizable value and a provision for estimated costs of asset
disposals and future losses related to the Company's decision to sell EPS.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital is closely related to and dependent on
the current prices paid for its oil and gas. The Company's current ratio at
September 30, 1995 was 1.87 to 1.00. During the first nine months of 1995,
working capital increased $12.6 million from $13.6 million to $26.2 million.
The increase was primarily due to an increase in cash ($14.3 million) and an
increase in accounts receivable ($10.9 million) related to the Quaker State and
other 1995 acquisitions, which was largely offset by an increase in accounts
payable and accrued expenses ($15.9 million) from these same 1995 acquisitions.
The Company's operating activities provided cash flow of $14.9 million during
the first nine months of 1995.
On May 25, 1995, the Company's bank group amended its revolving bank
facility. The facility was increased to $200 million, the maturity date was
extended to March 31, 1999, and the borrowing base was increased to $81
million. The Company's borrowing base is calculated by the bank group and is
based on the cash flows generated by its proved developed reserves, gas
gathering systems and other corporate assets. Generally, the Company can
expect to have the borrowing base increased by at least 50% of the present
value before income taxes (discounted at 10% per annum) of any proved developed
reserves added through acquisition or drilling.
Outstanding balances under the agreement bear interest at the
Company's choice of either: (1) the one, two or three-month LIBOR + 2% (7.97%
for the three-month LIBOR interest rate option at September 30, 1995) or (2)
the bank's prime rate (8.75% at September 30, 1995). At September 30, 1995,
the Company had $60 million outstanding under this facility.
The amended agreement will continue to restrict the sale of assets to
no more than 15% of shareholders' equity in any one year and will require the
Company to maintain certain levels of net worth, working capital and debt
service coverage.
During 1993, the Company placed $35 million of 7% fixed-rate senior
notes with five insurance companies in a private placement. These notes, which
are interest-only for four years, mature on September 30, 2005. Equal annual
principal payments of $3,888,888 will be required on each September 30
commencing in 1997.
The note agreement limits the Company's senior debt to 50% of the
Company's discounted present value (at 10%) of its oil and gas reserves plus
the net book value of its gas gathering systems. Other terms and covenants are
substantially the same as those contained in the $200 million revolving credit
facility.
13
<PAGE> 16
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (CONTINUED)
-------------------------------------
The Company issued 4,025,000 shares of common stock at a public
offering price of $14.75 per share pursuant to an underwriting agreement dated
July 26, 1995 with Johnson Rice & Company, McDonald & Company Securities, Inc.
and Southcoast Capital Corporation, as representatives of the underwriters. Net
proceeds were approximately $55.8 million and were used to purchase the Quaker
State Properties for approximately $50 million with the balance used to reduce
the outstanding balances under the Company's revolving bank facility.
The Company currently expects to spend approximately $20 million
during 1995 on its drilling activities and approximately $4.4 million for other
capital expenditures. The Company's acquisition program is expected to be
financed with any available cash flow over $24.4 million and with its available
bank credit line. The Company believes that its existing sources of working
capital are sufficient to satisfy all currently anticipated working capital
requirements.
The level of the Company's cash flow in the future will depend on a
number of factors including the demand and price levels for oil and gas, its
ability to acquire additional producing properties and the scope and success of
its drilling activities. The Company intends to finance such activities
principally through its available cash flow, through additional borrowings and,
to the extent necessary, the issuance of additional common or preferred stock.
See Note 3 - "Shareholders' Equity".
14
<PAGE> 17
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C>
PART II Other information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(11) Computation of Earnings Per Common and Common Equivalent
Shares
(27) Financial Data Schedule
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K dated
August 9, 1995 on Form 8-K relating to the acquisition
of the Quaker State Properties
</TABLE>
15
<PAGE> 18
- -------------------------------------------------------------------------------
SIGNATURES
- ----------
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
BELDEN & BLAKE CORPORATION
Date: November 7, 1995 By: /S/ Max L. Mardick
---------------------------- ----------------------------
Max L. Mardick
Director, President, and Chief
Operating Officer
Date: November 7, 1995 By: /S/ Ronald E. Huff
---------------------------- ----------------------------
Ronald E. Huff, Director, Senior Vice
President and Chief Financial Officer
16
<PAGE> 1
EXHIBIT 11.1
- --------------------------------------------------------------------------------
BELDEN & BLAKE CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON
AND COMMON EQUIVALENT SHARES
<TABLE>
<CAPTION>
Three months Nine months
ended September 30, ended September 30,
-------------------------- --------------------------
1995 1994 1995 1994
----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Average shares outstanding ....................... 9,741,156 7,084,737 7,992,704 7,078,707
Net effect of conversion of stock options and
warrants ........................................ -- -- -- --
Total primary shares .............................. 9,741,156 7,084,737 7,992,704 7,078,707
Net effect of convertible securities .............. -- -- -- --
Total fully diluted shares ........................ 9,741,156 7,804,737 7,992,704 7,078,707
Net income ........................................ $ 1,154,942 $ 1,079,937 $ 2,809,662 $ 2,992,104
Less preferred stock dividends .................... 45,000 45,000 135,000 135,000
Net income applicable to common shares
primary ......................................... 1,109,942 1,034,937 2,674,662 2,857,104
Plus 7.5% preferred stock dividends ............... -- -- -- --
Net income applicable to common shares
fully diluted ................................... 1,109,942 1,034,937 2,674,662 2,857,104
Earnings per common share primary ................. .11 .15 .33 .40
Earnings per common share fully diluted .......... .11 .15 .33 .40
</TABLE>
The effects of common stock options, warrants and convertible securities have
not been included in the computation as their effect is either not dilutive or
antidilutive.
17
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000880114
<NAME> BELDEN & BLAKE CORP
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 17,970,734
<SECURITIES> 0
<RECEIVABLES> 23,953,108
<ALLOWANCES> 0
<INVENTORY> 8,356,575
<CURRENT-ASSETS> 56,135,318
<PP&E> 277,602,903
<DEPRECIATION> 53,359,944
<TOTAL-ASSETS> 288,812,010
<CURRENT-LIABILITIES> 29,980,737
<BONDS> 110,775,486
<COMMON> 1,113,650
0
2,400,000
<OTHER-SE> 136,604,572
<TOTAL-LIABILITY-AND-EQUITY> 288,812,010
<SALES> 72,638,352
<TOTAL-REVENUES> 73,383,033
<CGS> 44,108,336
<TOTAL-COSTS> 44,108,336
<OTHER-EXPENSES> 19,303,094
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,013,240
<INCOME-PRETAX> 5,958,363
<INCOME-TAX> 2,194,547
<INCOME-CONTINUING> 3,763,816
<DISCONTINUED> (954,154)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,809,662
<EPS-PRIMARY> .33
<EPS-DILUTED> .33
</TABLE>
