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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 June 30, 1998
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
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(Exact name of registrant as specified in its charter)
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<CAPTION>
<S> <C>
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)
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(330) 499-1660
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(Registrant's telephone number, including area code)
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(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 July 31, 1998 10,110,915
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BELDEN & BLAKE CORPORATION
INDEX
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Page
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PART I Financial Information:
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 1998
and December 31, 1997......................................................... 1
Consolidated Statements of Operations:
Three and six months ended June 30, 1998 (Successor Company)
Three and six months ended June 30, 1997 (Predecessor Company)................ 2
Consolidated Statements of Shareholders' Equity:
Six months ended June 30, 1998 (Successor Company)
Six months ended December 31, 1997 (Successor Company)
Six months ended June 30, 1997 (Predecessor Company)
Year ended December 31, 1996 (Predecessor Company)............................ 3
Consolidated Statements of Cash Flows:
Six months ended June 30, 1998 (Successor Company)
Six months ended June 30, 1997 (Predecessor Company).......................... 4
Notes to Consolidated Financial Statements....................................... 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................................... 6
PART II Other Information
Item 6. Exhibits and Reports on Form 8-K................................................. 11
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BELDEN & BLAKE CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
================ ================
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 8,225 $ 6,552
Accounts receivable, net 32,256 35,743
Inventories 12,973 9,614
Deferred income taxes 2,575 2,702
Other current assets 5,112 4,052
---------------- ----------------
TOTAL CURRENT ASSETS 61,141 58,663
PROPERTY AND EQUIPMENT, AT COST
Oil and gas properties (successful efforts method) 523,102 499,864
Gas gathering systems 21,109 20,713
Land, buildings, machinery and equipment 27,369 25,602
---------------- ----------------
571,580 546,179
Less accumulated depreciation, depletion and amortization 64,391 31,036
---------------- ----------------
PROPERTY AND EQUIPMENT, NET 507,189 515,143
OTHER ASSETS 25,307 25,514
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$ 593,637 $ 599,320
================ ================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 9,277 $ 9,078
Accrued expenses 28,439 28,442
Current portion of long-term liabilities 1,401 1,297
---------------- ----------------
TOTAL CURRENT LIABILITIES 39,117 38,817
LONG-TERM LIABILITIES
Bank and other long-term debt 142,192 126,269
Senior subordinated notes 225,000 225,000
Other 3,953 4,380
---------------- ----------------
371,145 355,649
DEFERRED INCOME TAXES 100,061 107,996
SHAREHOLDERS' EQUITY
Common stock without par value; $.10 stated value
per share; authorized 58,000,000 shares; issued
and outstanding 10,110,915 and 10,000,000 shares 1,011 1,000
Paid in capital 108,176 107,230
Deficit (25,873) (11,372)
---------------- ----------------
TOTAL SHAREHOLDERS' EQUITY 83,314 96,858
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$ 593,637 $ 599,320
================ ================
</TABLE>
See accompanying notes.
1
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BELDEN & BLAKE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
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<CAPTION>
SUCCESSOR | PREDECESSOR SUCCESSOR | PREDECESSOR
COMPANY | COMPANY COMPANY | COMPANY
-------------- | -------------- -------------- | --------------
THREE MONTHS | THREE MONTHS SIX MONTHS | SIX MONTHS
ENDED | ENDED ENDED | ENDED
JUNE 30, 1998 | JUNE 30, 1997 JUNE 30, 1998 | JUNE 30, 1997
-------------- | -------------- -------------- | --------------
<S> <C> | <C> <C> | <C>
REVENUES | |
Oil and gas sales $ 21,363 | $ 18,728 $ 44,383 | $ 41,591
Gas marketing and gathering 9,499 | 9,353 20,512 | 21,657
Oilfield sales and service 6,752 | 8,286 11,845 | 14,665
Interest and other 1,084 | 716 1,761 | 1,484
-------------- | -------------- -------------- | --------------
38,698 | 37,083 78,501 | 79,397
EXPENSES | |
Production expense 6,062 | 5,398 11,743 | 10,158
Production taxes 891 | 769 1,779 | 1,647
Cost of gas and gathering expense 7,697 | 7,504 16,680 | 18,340
Oilfield sales and service 6,310 | 7,972 11,506 | 13,936
Exploration expense 2,291 | 2,501 4,212 | 4,380
General and administrative expense 1,635 | 1,389 3,004 | 2,445
Depreciation, depletion and amortization 17,932 | 7,861 34,869 | 15,366
Franchise, property and other taxes 425 | 463 838 | 908
-------------- | -------------- -------------- | --------------
43,243 | 33,857 84,631 | 67,180
-------------- | -------------- -------------- | --------------
| |
OPERATING (LOSS) INCOME (4,545) | 3,226 (6,130) | 12,217
| |
Interest expense 8,117 | 2,013 16,179 | 3,715
Transaction-related expenses | 16,758 | 16,758
-------------- | -------------- -------------- | --------------
8,117 | 18,771 16,179 | 20,473
-------------- | -------------- -------------- | --------------
| |
LOSS BEFORE INCOME TAXES (12,662) | (15,545) (22,309) | (8,256)
(Benefit) provision for income taxes (4,432) | (825) (7,808) | 1,617
-------------- | -------------- -------------- | --------------
NET LOSS $ (8,230) | $ (14,720) $ (14,501) | $ (9,873)
============== | ============== ============== | ==============
</TABLE>
See accompanying notes.
2
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BELDEN & BLAKE CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)
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<CAPTION>
SUCCESSOR COMPANY PREDECESSOR COMPANY RETAINED UNEARNED
================= =====================
COMMON COMMON COMMON COMMON PREFERRED PAID IN EARNINGS RESTRICTED
SHARES STOCK SHARES STOCK STOCK CAPITAL (DEFICIT) STOCK TOTAL
======== ========= ======== ========= ========= =========== ========== ========== ===========
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PREDECESSOR COMPANY:
JANUARY 1, 1996 -- $ -- 11,137 $ 1,114 $ 2,400 $ 126,063 $ 12,820 $ (106) $ 142,291
Net income 14,755 14,755
Preferred stock dividend (180) (180)
Stock options exercised and
related tax benefit 3 -- 47 47
Employee stock bonus 26 3 418 421
Restricted stock activity 4 -- 263 71 334
Conversion of debentures 62 6 1,244 1,250
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DECEMBER 31, 1996 -- -- 11,232 1,123 2,400 128,035 27,395 (35) 158,918
Net loss (9,873) (9,873)
Preferred stock redeemed (2,400) (2,400)
Preferred stock dividend (45) (45)
Subordinated debentures
converted to common stock 275 27 5,523 5,550
Stock options exercised and surrendered
and related tax benefit 1 -- 1,596 1,596
Employee stock bonus 36 4 926 930
Restricted stock activity 17 35 52
Redemption of common stock (11,544) (1,154) (136,097) (17,477) (154,728)
Sale of common stock 10,000 1,000 107,230 108,230
SUCCESSOR COMPANY:
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JUNE 30, 1997 10,000 1,000 -- -- -- 107,230 -- -- 108,230
Net loss (11,372) (11,372)
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DECEMBER 31, 1997 10,000 1,000 -- -- -- 107,230 (11,372) -- 96,858
Employee stock bonus 111 11 946 957
Net loss (14,501) (14,501)
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JUNE 30, 1998 (UNAUDITED) 10,111 $ 1,011 -- $ -- $ -- $ 108,176 $ (25,873) $ -- $ 83,314
==================================================================================================================================
</TABLE>
See accompanying notes.
3
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BELDEN & BLAKE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
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<CAPTION>
SUCCESSOR | PREDECESSOR
COMPANY | COMPANY
---------------- | ------------------
SIX MONTHS | SIX MONTHS
ENDED | ENDED
JUNE 30, 1998 | JUNE 30, 1997
---------------- | ------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES: |
Net loss $ (14,501) | $ (9,873)
Adjustments to reconcile net loss to net cash |
provided by operating activities: |
Depreciation, depletion and amortization 34,869 | 15,366
Transaction-related expenses | 15,903
Loss on disposal of property and equipment 30 | 356
Deferred income taxes (7,808) | 3,125
Deferred compensation and stock grants 1,089 | 1,756
Change in operating assets and liabilities, net of |
effects of purchases of businesses: |
Accounts receivable and other operating assets 2,479 | 1,237
Inventories (3,369) | 112
Accounts payable and accrued expenses 196 | 4,800
---------------- | ------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 12,985 | 32,782
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
Acquisition of businesses, net of cash acquired (9,512) | (9,263)
Proceeds from property and equipment disposals 706 | 704
Additions to property and equipment (16,290) | (18,419)
Increase in other assets (1,324) | (9,496)
---------------- | ------------------
NET CASH USED IN INVESTING ACTIVITIES (26,420) | (36,474)
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
Proceeds from revolving line of credit and long-term debt | 46,000
Proceeds from new credit agreement 18,000 | 104,000
Proceeds from senior subordinated notes | 225,000
Sale of common stock | 108,230
Repayment of long-term debt and other obligations (2,892) | (140,325)
Payment to shareholders and optionholders | (312,164)
Transaction-related expenses | (15,903)
Preferred stock redeemed | (2,400)
Preferred stock dividends | (45)
Proceeds from sale of common stock and stock options | 15
---------------- | ------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 15,108 | 12,408
---------------- | ------------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 1,673 | 8,716
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 6,552 | 8,606
---------------- | ------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 8,225 | $ 17,322
================ | ==================
|
CASH PAID DURING THE PERIOD FOR: |
Interest $ 15,556 | $ 4,153
Income taxes, net of refunds (117) | 288
NON-CASH INVESTING AND FINANCING ACTIVITIES: |
Debentures converted to common stock | 5,550
Acquisition of assets in exchange for long-term liabilities 359 | 792
See accompanying notes.
</TABLE>
4
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BELDEN & BLAKE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 1998
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(1) BASIS OF PRESENTATION
Throughout this report, the "Company" refers to Belden & Blake
Corporation ("Successor Company") and its predecessor which were acquired by TPG
Partners II L.P. ("TPG") and certain other investors on June 27, 1997. The
operations of the successor company represent 100% of the businesses of the
predecessor. A vertical black line is shown in the financial statements to
separate the results of operations of the predecessor and successor companies.
The accompanying unaudited consolidated financial statements of Belden
& Blake Corporation 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
six-month period ended June 30, 1998 are not necessarily indicative of the
results that may be expected for the year ended December 31, 1998. 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, 1997.
(2) JOINT VENTURE
On March 19, 1998, the Company entered into an agreement in principle
with FirstEnergy Corp. ("FirstEnergy") to form an equally-owned joint venture to
be named FE Holdings L.L.C. ("FE Holdings") to engage in the exploration,
development, production, transportation and marketing of natural gas. Formation
of the joint venture was subject to the negotiation and execution of a
definitive joint venture agreement. The Company was unable to reach agreement
with FirstEnergy regarding certain terms of the joint venture agreement and in
June 1998, the Company determined it would not participate in the proposed joint
venture. $350,000 of costs related to the proposed formation of the joint
venture and to due diligence associated with a proposed acquisition by FE
Holdings were written-off to general and administrative expense in the second
quarter of 1998.
(3) ACQUISITIONS
During the first six months of 1998, the Company acquired working
interests in oil and gas wells in Ohio and Michigan for approximately $6.6
million. Estimated proved developed reserves associated with the wells totaled
7.9 Bcfe (billion cubic feet of natural gas equivalent) net to the Company's
interest at the time of acquisition.
(4) SALE OF TAX CREDIT PROPERTIES
In March 1998, the Company sold certain interests that qualify for the
nonconventional fuel source tax credit. The interests were sold for
approximately $510,000 in cash and a volumetric production payment under which
100% of the cash flow from the properties will go to the Company until
approximately 10.8 Bcf (billion cubic feet) of gas has been produced and sold.
In addition to receiving 100% of the cash flow from the properties, the Company
will receive quarterly payments based on production from the interests. The
Company has the option to repurchase the interests at a future date.
5
<PAGE> 8
(5) NEW ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED
In June, 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. (SFAS) 133, "Accounting for
Derivative Instruments and Hedging Activities." SFAS 133 establishes accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. SFAS 133 is
effective for fiscal years beginning after June 15, 1999. On adoption, the
provisions of SFAS No. 133 must be applied prospectively. The Company has not
determined the impact that SFAS 133 will have on its financial statements and
has not determined the timing of or method of adoption of SFAS 133.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
On March 27, 1997 the Company entered into a merger agreement with a
TPG subsidiary which resulted in all of the Company's common stock being
acquired by TPG and certain other investors on June 27, 1997 in a transaction
accounted for as a purchase (the "TPG Merger"). For financial reporting
purposes, the merger was considered effective June 30, 1997 and the operations
of the Company prior to July 1, 1997 were classified as predecessor company
operations. A vertical black line is shown in the financial statements to
separate the results of operations of the predecessor and successor companies.
The allocation of the purchase price resulted in a significant increase
in the book value of the Company's assets. The increase in the book value of
assets resulted in materially higher charges for depreciation, depletion and
amortization in the first six months of 1998 compared to the first six months of
1997. These higher charges are expected to continue in subsequent accounting
periods.
As a result of the substantial debt incurred to finance the TPG
Merger, the Company is highly leveraged, resulting in materially higher interest
charges in the first six months of 1998 compared to the first six months of
1997. These higher interest charges are expected to continue in subsequent
accounting periods.
As a result of the TPG Merger, the results of operations for the
periods subsequent to June 30, 1997 are not necessarily comparable to those
prior to July 1, 1997.
RESULTS OF OPERATIONS - SECOND QUARTERS OF 1998 AND 1997 COMPARED
Operating income decreased $7.7 million from $3.2 million in the second
quarter of 1997 to an operating loss of $4.5 million in the second quarter of
1998. The decrease in operating income was due primarily to a $10.0 million
increase in depreciation, depletion and amortization expense due to significant
increases in the book value of property, equipment and other assets as a result
of the purchase accounting associated with the TPG Merger discussed above. The
operating income from the oil and gas operations segment decreased $8.1 million
from $2.6 million in the second quarter of 1997 to an operating loss of $5.5
million in the second quarter of 1998. The operating loss from the oilfield
sales and service segment was $92,000 in the second quarter of 1997 and $93,000
in the second quarter of 1998.
Net loss decreased $6.5 million from $14.7 million in the second
quarter of 1997 to $8.2 million in the second quarter of 1998. This decrease was
the result of the absence in the second quarter of 1998 of $16.8 million in
transaction expenses incurred in the second quarter of 1997 related to the TPG
Merger, offset by a $10.0 million increase in depreciation, depletion and
amortization expense and an increase of $6.1 million in interest expense in the
second quarter of 1998 offset by an increase in the income tax benefit of $3.6
million. The increase in the income tax benefit was primarily due to the
increase in loss before income taxes excluding transaction-related expenses
combined with a change in the effective tax rate due to the nondeductibility of
certain transaction-related expenses in the second quarter of 1997.
Earnings before interest, income taxes, depreciation, depletion and
amortization and exploration expense ("EBITDAX") was $15.7 million in the second
quarter of 1998 compared to $13.6 million in the second quarter of 1997
primarily due to a $1.8 million increase in the operating margin from oil and
gas sales.
6
<PAGE> 9
Total revenues increased $1.6 million (4%) in the second quarter of
1998 compared to the second quarter of 1997. Gross operating margins increased
$1.9 million (13%) in the second quarter of 1998 compared to the second quarter
of 1997.
Oil volumes decreased 7,000 Bbls (barrels) (3%) from 194,000 Bbls in
the second quarter of 1997 to 187,000 Bbls in the second quarter of 1998
resulting in a decrease in oil sales of approximately $110,000. The oil volume
decrease was primarily due to the Company postponing sales due to low oil
prices. Gas volumes increased 1.3 Bcf (20%) from 6.3 Bcf in the second quarter
of 1997 to 7.6 Bcf in the second quarter of 1998 resulting in an increase in gas
sales of approximately $3.0 million. The gas volume increase was primarily due
to production from properties acquired and wells drilled in 1997 and 1998.
The average price paid for the Company's oil decreased from $17.72 per
barrel in the second quarter of 1997 to $12.86 per barrel in the second quarter
of 1998 which decreased oil sales by approximately $910,000. The average price
paid for the Company's natural gas increased $.09 per Mcf (thousand cubic feet)
to $2.51 per Mcf in the second quarter of 1998 compared to the second quarter of
1997 which increased gas sales in the second quarter of 1998 by approximately
$680,000. The average gas price for the second quarter of 1998 was enhanced by
$.03 per Mcf as a result of the Company's hedging activities for that period.
There was no hedging activity in the 1997 period.
Production expense increased $664,000 (12%) from $5.4 million in the
second quarter of 1997 to $6.1 million in the second quarter of 1998. The
average production cost decreased from $.72 per Mcfe (equivalent Mcf of natural
gas) in the second quarter of 1997 to $.70 per Mcfe in the second quarter of
1998. The decrease in production cost per Mcfe was largely due to cost
reductions from the Company's decision to defer work on marginal oil wells due
to low oil prices. Production taxes increased $122,000 (16%) from $769,000 in
the second quarter of 1997 to $891,000 in the second quarter of 1998. The
average production taxes remained consistent at $.10 per Mcfe in the second
quarter of 1998 and 1997.
General and administrative expense increased by $246,000 (18%) from
$1.4 million in the second quarter of 1997 to $1.6 million in the second quarter
of 1998 primarily due to the write-off of $350,000 in costs related to the
proposed joint venture with FirstEnergy and due diligence associated with a
proposed acquisition by FE Holdings.
Depreciation, depletion and amortization increased by $10.0 million
(128%) from $7.9 million in the second quarter of 1997 to $17.9 million in the
second quarter of 1998. Depletion expense increased $9.0 million (149%) from
$6.1 million in the second quarter of 1997 to $15.1 million in the second
quarter of 1998. Depletion per Mcfe increased from $.81 per Mcfe in the second
quarter of 1997 to $1.75 per Mcfe in the second quarter of 1998. These increases
were primarily the result of significant increases in the book value of
property, equipment and other assets as a result of the purchase accounting
associated with the TPG Merger discussed above.
Interest expense increased $6.1 million (303%) from $2.0 million in the
second quarter of 1997 to $8.1 million in the second quarter of 1998. This
increase was primarily due to interest expense associated with the substantial
additional debt incurred to finance the TPG Merger. The Company incurred
$93,000 in additional interest expense during the second quarter of 1998 related
to interest rate swaps.
7
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RESULTS OF OPERATIONS - SIX MONTHS OF 1998 AND 1997 COMPARED
Operating income decreased $18.3 million (150%) from $12.2 million in
the first six months of 1997 to an operating loss of $6.1 million in the first
six months of 1998. The decrease in operating income was due primarily to a
$19.5 million increase in depreciation, depletion and amortization expense due
to significant increases in the book value of property, equipment and other
assets as a result of the purchase accounting associated with the TPG Merger
discussed above. The operating income from the oil and gas operations segment
decreased $18.0 million (167%) from $10.8 million in the first six months of
1997 to an operating loss of $7.2 million in the first six months of 1998 due
primarily to a $19.2 million increase in depreciation, depletion and
amortization expense. The operating loss from the oilfield sales and service
segment increased $669,000 from $36,000 in the first six months of 1997 to
$705,000 in the first six months of 1998 due to decreased revenue in the first
six months of 1998 as a result of work deferred due to low oil prices and
extended frost laws limiting access to roadways to drill or rework wells.
Net loss increased $4.6 million from $9.9 million in the first six
months of 1997 to $14.5 million in the first six months of 1998. The increased
loss was the result of the $19.5 million increase in depreciation, depletion and
amortization expense and an increase of $12.5 million in interest expense offset
by a decrease in the provision for income taxes of $9.4 million and the $16.8
million in transaction expenses related to the TPG Merger in the second quarter
of 1997.
Earnings before interest, income taxes, depreciation, depletion and
amortization and exploration expense ("EBITDAX") was $33.0 million in the first
six months of 1998 compared to $32.0 million in the first six months of 1997
primarily due to a $1.1 million increase in the operating margin from oil and
gas sales.
Total revenues decreased $896,000 in the first six months of 1998
compared to the first six months of 1997. Gross operating margins increased $1.2
million (4%) in the first six months of 1998 compared to the first six months of
1997.
Oil volumes decreased 1,000 Bbls from 381,000 Bbls in the first six
months of 1997 to 380,000 Bbls in the first six months of 1998 resulting in a
decrease in oil sales of approximately $20,000. The oil volume decrease was
primarily due to the Company postponing sales due to low oil prices. Gas volumes
increased 2.4 Bcf (19%) from 12.7 Bcf in the first six months of 1997 to 15.1
Bcf in the first six months of 1998 resulting in an increase in gas sales of
approximately $6.3 million. The gas volume increase was primarily due to
production from properties acquired and wells drilled in 1997 and 1998.
The average price paid for the Company's oil decreased from $19.11 per
barrel in the first six months of 1997 to $13.32 per barrel in the first six
months of 1998 which decreased oil sales by approximately $2.2 million. The
average price paid for the Company's natural gas decreased $.09 per Mcf to $2.60
per Mcf in the first six months of 1998 compared to the first six months of 1997
which decreased gas sales in the first six months of 1998 by approximately $1.4
million. The average gas price for the first six months of 1998 was enhanced by
$.02 per Mcf as a result of the Company's hedging activities for that period.
There was no hedging activity in the 1997 period.
Production expense increased $1.5 million (16%) from $10.2 million in
the first six months of 1997 to $11.7 million in the first six months of 1998
due to the net increase in volumes in the first six months of 1998 discussed
above. The average production cost was $.68 per Mcfe in the first six months of
1997 and 1998. Production taxes increased $132,000 (8%) from $1.6 million in the
first six months of
8
<PAGE> 11
1997 to $1.8 million in the first six months of 1998. The average production
taxes decreased from $.11 per Mcfe in the first six months of 1997 to $.10 per
Mcfe in the first six months of 1998.
General and administrative expense increased by $559,000 (23%) from
$2.4 million in the first six months of 1997 to $3.0 million in the first six
months of 1998 primarily due to the write-off of $350,000 in costs related to
the proposed joint venture with FirstEnergy and increased compensation expense
in the first six months of 1998.
Depreciation, depletion and amortization increased by $19.5 million
(127%) from $15.4 million in the first six months of 1997 to $34.9 million in
the first six months of 1998. Depletion expense increased $17.7 million (150%)
from $11.9 million in the first six months of 1997 to $29.6 million in the first
six months of 1998. Depletion per Mcfe increased from $.79 per Mcfe in the first
six months of 1997 to $1.70 per Mcfe in the first six months of 1998. These
increases were primarily the result of significant increases in the book value
of property, equipment and other assets as a result of the purchase accounting
associated with the TPG Merger discussed above.
Interest expense increased $12.5 million (336%) from $3.7 million in
the first six months of 1997 to $16.2 million in the first six months of 1998.
This increase was primarily due to substantial additional debt incurred to
finance the TPG Merger. The Company incurred $185,000 in additional interest
expense during the first six months of 1998 related to interest rate swaps.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity and capital resources are closely related to
and dependent on the current prices paid for its oil and gas.
The Company's current ratio at June 30, 1998 was 1.56 to 1.00. During
the first six months of 1998, working capital increased $2.2 million from $19.8
million to $22.0 million. The Company's operating activities provided cash flows
of $13.0 million during the first six months of 1998.
On June 27, 1997, the Company entered into a senior revolving credit
agreement with several lenders. These lenders have committed to provide the
Company with revolving credit loans of up to the lesser of the borrowing base or
$200 million, of which $25 million will be available for the issuance of letters
of credit. The initial borrowing base was set at $180 million. The borrowing
base is determined based on the Company's oil and gas reserves and other assets
and is subject to annual or semi-annual adjustment. The Company is currently
under going a borrowing base review. The Company's lenders have proposed a
revised base of $170 million which will become effective when 75% of the lenders
approve the revised borrowing base. The Company borrowed $104 million under the
credit agreement to partially finance the TPG Merger, to repay certain existing
outstanding indebtedness of the Company and to pay certain fees and expenses
related to the transaction. The credit agreement matures on June 27, 2002.
Outstanding balances under the agreement incur interest at the Company's choice
of several indexed rates, the most favorable being 7.21875% at June 30, 1998.
The credit agreement contains a number of covenants that, among other
things, restrict the ability of the Company and its subsidiaries to dispose of
assets, incur additional indebtedness, prepay other indebtedness or amend
certain debt instruments, pay dividends, create liens on assets, enter into sale
and leaseback transactions, make investments, loans or advances, make
acquisitions, engage in mergers or consolidations, change the business conducted
by the Company or its subsidiaries, make capital expenditures or engage in
certain transactions with affiliates and otherwise restrict certain corporate
9
<PAGE> 12
activities. In addition, under the credit agreement, the Company is required to
maintain specified financial ratios and tests, including minimum interest
coverage ratios and maximum leverage ratios.
The Company issued $225 million of 9.875% senior subordinated notes on
June 27, 1997. These notes mature June 15, 2007. Interest is payable
semiannually on June 15 and December 15 of each year.
The notes are general unsecured obligations of the Company and are
subordinated in right of payment to senior debt. Except as otherwise described
below, the notes are not redeemable prior to June 15, 2002. Thereafter, the
notes are subject to redemption at the option of the Company at specific
redemption prices. Prior to June 15, 2000, the Company may, at its option, on
any one or more occasions, redeem up to 40% of the original aggregate principal
amount of the notes at a redemption price equal to 109.875% of the principal
amount, plus accrued and unpaid interest, if any, on the redemption date, with
all or a portion of net proceeds of public sales of common stock of the Company;
provided that at least 60% of the original aggregate principal amount of the
notes remains outstanding immediately after the occurrence of such redemption;
and provided, further, that such redemption occurs within 60 days of the date of
the closing of the related sale of common stock of the Company. Prior to June
15, 2002, the notes may be redeemed as a whole at the option of the Company upon
the occurrence of a change of control.
The notes were issued pursuant to an indenture that contains certain
covenants that limit the ability of the Company and its subsidiaries to incur
additional indebtedness and issue stock, pay dividends, make distributions, make
investments, make certain other restricted payments, enter into certain
transactions with affiliates, dispose of certain assets, incur liens securing
indebtedness of any kind other than permitted liens, and engage in mergers and
consolidations.
The Company currently expects to spend approximately $31 million
during 1998 on its drilling activities and approximately $11 million for other
capital expenditures. The Company's ongoing acquisition program is expected to
be financed with available cash flow, available revolving credit line,
additional borrowings or additional equity.
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 and through additional borrowings
under its credit agreement.
From time to time the Company may enter into interest rate swaps to
hedge the interest rate exposure associated with the credit facility, whereby a
portion of the Company's floating rate exposure would be exchanged for a fixed
interest rate. During October 1997, the Company entered into two interest rate
swap arrangements covering $90 million of debt. The Company swapped $40 million
of floating three-month LIBOR +1.5% for a fixed rate of 7.485% for three years,
extendible at the institution's option for an additional two years. The Company
also swapped $50 million of floating three-month LIBOR +1.5% for a fixed rate of
7.649% for five years. During June 1998, the Company entered into a third
interest rate swap covering $50 million of debt. The Company swapped $50 million
of floating rate three-month LIBOR +1.5% for a fixed rate of 7.2825% for three
years.
To manage its exposure to natural gas price volatility, the Company may
partially hedge its physical gas sales prices by selling futures contracts on
the New York Merchantile Exchange ("NYMEX") or by selling NYMEX based commodity
derivative contracts which are placed with major financial institutions that the
Company believes pose minimal credit risks. The contracts may take the
10
<PAGE> 13
form of futures contracts, swaps or options. The Company had a pretax gain on
its hedging activities of $236,000 in the second quarter of 1998. There was no
hedging activity in the second quarter of 1997. At June 30, 1998, the Company
had open futures contracts covering 8.8 Bcf of 1998 and 1999 gas production at a
weighted average NYMEX price of $2.45 per Mcf which represented a net unrealized
loss of $365,000.
FORWARD-LOOKING INFORMATION
The forward-looking statements regarding future operating and financial
performance contained in this report involve risks and uncertainties that
include, but are not limited to, the Company's future production and costs of
operation, the market demand for, and prices of, oil and natural gas, results of
the Company's future drilling and gas marketing activity, the uncertainties of
reserve estimates, environmental risks, and other factors detailed in the
Company's filings with the Securities and Exchange Commission. Actual results
may differ materially from forward-looking statements made in this report.
- --------------------------------------------------------------------------------
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
None
11
<PAGE> 14
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: August 10, 1998 By: /s/ Ronald L. Clements
------------------- ------------------------------------
Ronald L. Clements, Director
and Chief Executive Officer
Date: August 10, 1998 By: /s/ Ronald E. Huff
------------------- ------------------------------------
Ronald E. Huff, Director, President
and Chief Financial Officer
12
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