<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, 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)
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)
(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 October 31, 1998 10,110,915
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BELDEN & BLAKE CORPORATION
INDEX
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<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I Financial Information:
Item 1. Financial Statements
Consolidated Balance Sheets as of September 30, 1998
and December 31, 1997 ........................................................... 1
Consolidated Statements of Operations:
Three and nine months ended September 30, 1998 (Successor Company)
Three months ended September 30, 1997 (Successor Company)
Six months ended June 30, 1997 (Predecessor Company) ............................ 2
Consolidated Statements of Shareholders' Equity:
Nine months ended September 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:
Nine months ended September 30, 1998 (Successor Company)
Three months ended September 30, 1997 (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 ................................................... 13
</TABLE>
<PAGE> 3
BELDEN & BLAKE CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
================ ================
(UNAUDITED)
<S> <C> <C>
ASSETS
- ------
CURRENT ASSETS
Cash and cash equivalents $ 8,631 $ 6,552
Accounts receivable, net 32,628 35,743
Inventories 11,816 9,614
Deferred income taxes 2,511 2,702
Other current assets 4,872 4,052
---------------- ----------------
TOTAL CURRENT ASSETS 60,458 58,663
PROPERTY AND EQUIPMENT, AT COST
Oil and gas properties (successful efforts method) 536,956 499,864
Gas gathering systems 21,351 20,713
Land, buildings, machinery and equipment 27,888 25,602
---------------- ----------------
586,195 546,179
Less accumulated depreciation, depletion and amortization 80,570 31,036
---------------- ----------------
PROPERTY AND EQUIPMENT, NET 505,625 515,143
OTHER ASSETS 24,695 25,514
---------------- ----------------
$ 590,778 $ 599,320
================ ================
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
Accounts payable $ 11,036 $ 9,078
Accrued expenses 35,697 28,442
Current portion of long-term liabilities 1,394 1,297
---------------- ----------------
TOTAL CURRENT LIABILITIES 48,127 38,817
LONG-TERM LIABILITIES
Bank and other long-term debt 143,177 126,269
Senior subordinated notes 225,000 225,000
Other 3,603 4,380
---------------- ----------------
371,780 355,649
DEFERRED INCOME TAXES 95,643 107,996
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 (33,959) (11,372)
---------------- ----------------
TOTAL SHAREHOLDERS' EQUITY 75,228 96,858
---------------- ----------------
$ 590,778 $ 599,320
================ ================
</TABLE>
See accompanying notes.
1
<PAGE> 4
BELDEN & BLAKE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
| PREDECESSOR
SUCCESSOR COMPANY | COMPANY
====================================================================|=============
THREE MONTHS THREE MONTHS NINE MONTHS THREE MONTHS | SIX MONTHS
ENDED ENDED ENDED ENDED | ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, | JUNE 30,
1998 1997 1998 1997 | 1997
============== =============== ============== ============== | ============
<S> <C> <C> <C> <C> <C>
REVENUES |
Oil and gas sales $ 21,042 $ 19,770 $ 65,425 $ 19,770 | $ 41,591
Gas marketing and gathering 7,878 10,613 28,390 10,613 | 21,657
Oilfield sales and service 5,883 7,999 17,728 7,999 | 14,665
Interest and other 1,035 736 2,796 736 | 1,484
-------------- --------------- -------------- -------------- | ------------
35,838 39,118 114,339 39,118 | 79,397
EXPENSES |
Production expense 5,843 5,255 17,586 5,255 | 10,158
Production taxes 889 801 2,668 801 | 1,647
Cost of gas and gathering expense 6,393 8,929 23,073 8,929 | 18,340
Oilfield sales and service 5,825 6,989 17,331 6,989 | 13,936
Exploration expense 2,330 1,925 6,542 1,925 | 4,380
General and administrative expense 1,265 820 4,269 820 | 2,445
Depreciation, depletion and amortization 16,949 15,619 51,818 15,619 | 15,366
Franchise, property and other taxes 435 443 1,273 443 | 908
-------------- --------------- -------------- -------------- | ------------
39,929 40,781 124,560 40,781 | 67,180
-------------- --------------- -------------- -------------- | ------------
|
OPERATING (LOSS) INCOME (4,091) (1,663) (10,221) (1,663) | 12,217
|
Interest expense 8,349 7,552 24,528 7,552 | 3,715
Transaction-related expenses | 16,758
-------------- --------------- -------------- -------------- | ------------
8,349 7,552 24,528 7,552 | 20,473
-------------- --------------- -------------- -------------- | ------------
|
LOSS BEFORE INCOME TAXES (12,440) (9,215) (34,749) (9,215) | (8,256)
(Benefit) provision for income taxes (4,354) (3,405) (12,162) (3,405) | 1,617
-------------- --------------- -------------- -------------- | ------------
NET LOSS $ (8,086) $ (5,810) $ (22,587) $ (5,810) | $ (9,873)
============== =============== ============== ============== | ============
</TABLE>
See accompanying notes.
2
<PAGE> 5
BELDEN & BLAKE CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)
<TABLE>
<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
- ------------------------------------------------------------------------------------------------------------------------------------
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:
- ------------------------------------------------------------------------------------------------------------------------------------
JUNE 30, 1997 10,000 1,000 -- -- -- 107,230 -- -- 108,230
Net loss (11,372) (11,372)
- ------------------------------------------------------------------------------------------------------------------------------------
DECEMBER 31, 1997 10,000 1,000 -- -- -- 107,230 (11,372) -- 96,858
Employee stock bonus 111 11 946 957
Net loss (22,587) (22,587)
- ------------------------------------------------------------------------------------------------------------------------------------
SEPTEMBER 30, 1998 (UNAUDITED) 10,111 $1,011 -- $ -- $ -- $ 108,176 $ (33,959) $ -- $ 75,228
====================================================================================================================================
</TABLE>
See accompanying notes.
3
<PAGE> 6
BELDEN & BLAKE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
SUCCESSOR | PREDECESSOR
COMPANY | COMPANY
------------------------------- | ---------------
NINE MONTHS THREE MONTHS | SIX MONTHS
ENDED ENDED | ENDED
SEPTEMBER 30, SEPTEMBER 30, | JUNE 30,
1998 1997 | 1997
------------- ------------- | -------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES: |
Net loss $ (22,587) $ (5,810) | $ (9,873)
Adjustments to reconcile net loss to net cash |
provided by operating activities: |
Depreciation, depletion and amortization 51,818 15,619 | 15,366
Transaction-related expenses -- -- | 15,903
Loss on disposal of property and equipment 19 17 | 356
Deferred income taxes (12,162) (3,093) | 3,125
Deferred compensation and stock grants 1,142 26 | 1,756
Change in operating assets and liabilities, net of |
effects of purchases of businesses: |
Accounts receivable and other operating assets 2,263 (3,103) | 1,237
Inventories (2,212) 736 | 112
Accounts payable and accrued expenses 9,213 (1,800) | 4,800
--------- --------- | ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 27,494 2,592 | 32,782
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
Acquisition of businesses, net of cash acquired (11,574) (196) | (9,263)
Proceeds from property and equipment disposals 822 520 | 704
Additions to property and equipment (28,931) (12,892) | (18,419)
(Increase) decrease in other assets (1,359) 124 | (9,496)
--------- --------- | ---------
NET CASH USED IN INVESTING ACTIVITIES (41,042) (12,444) | (36,474)
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
Proceeds from revolving line of credit and long-term debt -- -- | 46,000
Proceeds from new credit agreement 19,000 2,000 | 104,000
Proceeds from senior subordinated notes -- -- | 225,000
Sale of common stock -- -- | 108,230
Repayment of long-term debt and other obligations (3,373) (2,591) | (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 (USED IN) FINANCING ACTIVITIES 15,627 (591) | 12,408
--------- --------- | ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,079 (10,443) | 8,716
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 6,552 17,322 | 8,606
--------- --------- | ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 8,631 $ 6,879 | $ 17,322
========= ========= | =========
|
CASH PAID DURING THE PERIOD FOR: |
Interest $ 18,112 $ 1,518 | $ 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 415 -- | 792
</TABLE>
See accompanying notes.
4
<PAGE> 7
BELDEN & BLAKE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 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
nine-month period ended September 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. $365,000 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
and third quarters of 1998.
(3) ACQUISITIONS
During the first nine months of 1998, the Company acquired working
interests in oil and gas wells in Ohio, West Virginia and Michigan for
approximately $7.6 million. Estimated proved developed reserves associated with
the wells totaled 9.4 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 incentive payments based on production from the
interests. The Company has the option to repurchase the interests at a future
date.
5
<PAGE> 8
(5) EXPANSION OF GAS MARKETING CAPABILITY
In July 1998, the Company began development of a major expansion of its
gas marketing capability, with the objective of substantially increasing the
number of industrial and commercial customers served, the volumes of gas sold
and future net operating margins from gas sales. The expansion includes the
selection and installation of a Customer Information System ("CIS") capable of
servicing several thousand gas customers. It also includes the selection and
installation of a Gas Management System ("GMS") to maintain a balance between
gas supply and demand, and to control inventory costs. The CIS and GMS systems
are expected to be installed and operational by May 1999.
Through September 30, 1998, the Company expensed $392,000 related to
this expansion project, which was included in "Cost of gas and gathering
expense" in the Consolidated Statements of Operations. The Company has adopted
SOP 98-1, and accordingly plans to capitalize certain costs associated with the
development of the CIS and GMS systems (See Note 6). Through September 30, 1998,
the Company has capitalized $378,000. The majority of these expenditures relate
to consulting services associated with the selection of the CIS and GMS systems.
Total expenditures associated with the acquisition and installation of the CIS
and GMS systems and the planned marketing expansion are estimated at $3.3
million.
(6) ACCOUNTING CHANGES
In July 1998, the Company adopted Statement of Position (SOP) 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use," issued by the Accounting Standards Executive Committee (AcSEC) of
the American Institute of Certified Public Accountants (AICPA). SOP 98-1
requires companies to capitalize certain qualified costs incurred in connection
with internal-use software development projects.
(7) 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 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 nine months of 1998 compared to the first nine months
of 1997. These higher charges are expected to continue in subsequent accounting
periods.
6
<PAGE> 9
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 nine months of 1998 compared to the first nine months of 1997.
These higher interest charges are expected to continue in subsequent accounting
periods.
RESULTS OF OPERATIONS
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. The following table combines the six-month predecessor
company period ended June 30, 1997 with the three-month successor company period
ended September 30, 1997 for purposes of the discussion of nine months results
(dollars in thousands, percentage of revenue).
<TABLE>
<CAPTION>
Three months ended September 30, Nine months ended September 30,
-------------------------------------- ---------------------------------------
REVENUES 1998 1997 1998 1997
------------------ ------------------- ------------------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Oil and gas sales $ 21,042 58.7% $ 19,770 50.5% $ 65,425 57.2% $ 61,361 51.8%
Gas marketing and gathering 7,878 22.0 10,613 27.1 28,390 24.8 32,270 27.2
Oilfield sales and service 5,883 16.4 7,999 20.5 17,728 15.5 22,664 19.1
Interest and other 1,035 2.9 736 1.9 2,796 2.5 2,220 1.9
------------------ ------------------- ------------------- ------------------
35,838 100.0 39,118 100.0 114,339 100.0 118,515 100.0
EXPENSES
Production expense 5,843 16.3 5,255 13.4 17,586 15.4 15,413 13.0
Production taxes 889 2.5 801 2.1 2,668 2.3 2,448 2.1
Cost of gas and gathering expense 6,393 17.8 8,929 22.8 23,073 20.2 27,269 23.0
Oilfield sales and service 5,825 16.3 6,989 17.9 17,331 15.2 20,925 17.7
Exploration expense 2,330 6.5 1,925 4.9 6,542 5.7 6,305 5.3
General and administrative expense 1,265 3.5 820 2.1 4,269 3.7 3,265 2.8
Depreciation, depletion and 16,949 47.3 15,619 39.9 51,818 45.3 30,985 26.1
amortization
Franchise, property and other 435 1.2 443 1.1 1,273 1.1 1,351 1.1
taxes
------------------ ------------------- ------------------- ------------------
39,929 111.4 40,781 104.3 124,560 108.9 107,961 91.1
------------------ ------------------- ------------------- ------------------
OPERATING (LOSS) INCOME (4,091) (11.4) (1,663) (4.3) (10,221) (8.9) 10,554 8.9
Interest expense 8,349 23.3 7,552 19.3 24,528 21.5 11,267 9.5
Transaction expense 16,758 14.1
------------------ ------------------- ------------------- ------------------
8,349 23.3 7,552 19.3 24,528 21.5 28,025 23.7
------------------ ------------------- ------------------- ------------------
LOSS BEFORE INCOME TAXES (12,440) (34.7) (9,215) (23.6) (34,749) (30.4) (17,471) (14.7)
Income tax benefit (4,354) (12.1) (3,405) (8.7) (12,162) (10.6) (1,788) (1.5)
================== =================== =================== ==================
NET LOSS $ (8,086) (22.6)% $ (5,810) (14.9)% $ (22,587) (19.8)% $ (15,683) (13.2)%
================== =================== =================== ==================
EBITDAX $ 15,188 42.4% $ 15,881 40.6% $ 48,139 42.1% $ 47,844 40.4%
</TABLE>
RESULTS OF OPERATIONS - THIRD QUARTERS OF 1998 AND 1997 COMPARED
Operating loss increased $2.4 million from an operating loss of $1.7
million in the third quarter of 1997 to an operating loss of $4.1 million in the
third quarter of 1998. The increase in operating loss was due primarily to a
$1.3 million increase in depletion expense due to increased production volumes
from properties acquired and wells drilled in 1997 and 1998. The operating loss
from the oil and gas operations segment increased $1.8 million from an operating
loss of $2.9 million in the third quarter of 1997 to an operating loss of $4.7
million in the third quarter of 1998 due primarily to the increase of $1.3
million in depletion. The operating income from the oilfield sales and service
segment decreased $955,000 from $508,000 in the third quarter of 1997 to an
operating loss of $447,000 in the third quarter of 1998 as a result of work
deferred by the company and third parties due to low oil prices.
7
<PAGE> 10
Net loss increased $2.3 million from $5.8 million in the third quarter
of 1997 to $8.1 million in the third quarter of 1998. This increase was the
result of a $1.3 million increase in depreciation, depletion and amortization
expense, an increase of $797,000 in interest expense, and a $955,000 decrease in
the oilfield sales and service segment operating margin in the third quarter of
1998, offset by an increase in the income tax benefit of $949,000. The increase
in the income tax benefit was primarily due to the increase in loss before
income taxes.
Earnings before interest, income taxes, depreciation, depletion and
amortization and exploration expense ("EBITDAX") was $15.2 million in the third
quarter of 1998 compared to $15.9 million in the third quarter of 1997 primarily
due to a $952,000 decrease in the operating margin from oilfield sales and
service and a $199,000 decrease in the operating margin from gas marketing and
gathering offset by a $596,000 increase in the operating margin from oil and gas
sales.
Total revenues decreased $3.3 million (8%) in the third quarter of 1998
compared to the third quarter of 1997. Gross operating margins decreased
$555,000 (3%) in the third quarter of 1998 compared to the third quarter of
1997.
Oil volumes increased 3,000 Bbls (barrels) (2%) from 184,000 Bbls in
the third quarter of 1997 to 187,000 Bbls in the third quarter of 1998 resulting
in an increase in oil sales of approximately $50,000. Gas volumes increased 0.5
Bcf (8%) from 6.9 Bcf in the third quarter of 1997 to 7.4 Bcf in the third
quarter of 1998 resulting in an increase in gas sales of approximately $1.4
million. The oil and gas volume increases were 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 $17.00 per
barrel in the third quarter of 1997 to $12.31 per barrel in the third quarter of
1998 which decreased oil sales by approximately $880,000. The average price paid
for the Company's natural gas increased $.09 per Mcf (thousand cubic feet) to
$2.52 per Mcf in the third quarter of 1998 compared to the third quarter of 1997
which increased gas sales in the third quarter of 1998 by approximately
$670,000. The average gas price for the third quarter of 1998 was enhanced by
$.07 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 $588,000 (11%) from $5.3 million in the
third quarter of 1997 to $5.8 million in the third quarter of 1998. The average
production cost increased from $.66 per Mcfe (equivalent Mcf of natural gas) in
the third quarter of 1997 to $.68 per Mcfe in the third quarter of 1998.
Production taxes increased $88,000 (11%) from $801,000 in the third quarter of
1997 to $889,000 in the third quarter of 1998. The average production taxes
remained consistent at $.10 per Mcfe in the third quarters of 1998 and 1997.
General and administrative expense increased by $445,000 (54%) from
$820,000 in the third quarter of 1997 to $1.3 million in the third quarter of
1998 primarily due to increased health care costs and compensation expense in
the third quarter of 1998.
Depreciation, depletion and amortization increased by $1.3 million (9%)
from $15.6 million in the third quarter of 1997 to $16.9 million in the third
quarter of 1998. Depletion expense increased $1.3 million (10%) from $13.0
million in the third quarter of 1997 to $14.3 million in the third quarter of
1998. Depletion per Mcfe increased from $1.64 per Mcfe in the third quarter of
1997 to $1.67 per Mcfe in the third quarter of 1998.
8
<PAGE> 11
Interest expense increased approximately $797,000 (11%) from $7.6
million in the third quarter of 1997 to $8.3 million in the third quarter of
1998. This increase was primarily due to interest expense associated with the
additional debt incurred to finance the properties acquired and wells drilled in
the last twelve months. The Company incurred $104,000 in additional interest
expense during the third quarter of 1998 related to interest rate swaps.
RESULTS OF OPERATIONS - NINE MONTHS OF 1998 AND 1997 COMPARED
Operating income decreased $20.8 million from $10.6 million in the
first nine months of 1997 to an operating loss of $10.2 million in the first
nine months of 1998. The decrease in operating income was due primarily to a
$20.8 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 $19.8 million from $7.9 million in the first nine months of 1997 to an
operating loss of $11.9 million in the first nine months of 1998 due primarily
to a $20.6 million increase in depreciation, depletion and amortization expense.
The operating income from the oilfield sales and service segment decreased $1.6
million from $472,000 in the first nine months of 1997 to an operating loss of
$1.2 million in the first nine months of 1998 due to decreased revenue in the
first nine months of 1998 as a result of work deferred by the company and third
parties due to low oil prices and extended frost laws limiting access to
roadways to drill or rework wells.
Net loss increased $6.9 million from $15.7 million in the first nine
months of 1997 to $22.6 million in the first nine months of 1998. The increased
loss was the result of the $20.8 million increase in depreciation, depletion and
amortization expense and an increase of $13.3 million in interest expense offset
by a decrease in the provision for income taxes of $10.4 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 $48.1 million in the first
nine months of 1998 compared to $47.8 million in the first nine months of 1997
primarily due to a $1.7 million increase in the operating margin from oil and
gas sales and a $316,000 increase in the operating margin from gas marketing and
gathering offset by a $1.3 million decrease in the operating margin from
oilfield sales and service.
Total revenues decreased $4.2 million in the first nine months of 1998
compared to the first nine months of 1997. Gross operating margins increased
$645,000 (1%) in the first nine months of 1998 compared to the first nine months
of 1997.
Oil volumes increased 2,000 Bbls from 565,000 Bbls in the first nine
months of 1997 to 567,000 Bbls in the first nine months of 1998 resulting in an
increase in oil sales of approximately $35,000. Gas volumes increased 2.9 Bcf
(15%) from 19.6 Bcf in the first nine months of 1997 to 22.5 Bcf in the first
nine months of 1998 resulting in an increase in gas sales of approximately $7.6
million. The oil and gas volume increases were primarily due to production from
properties acquired and wells drilled in 1997 and 1998.
The average price paid for the Company's oil decreased $5.44 per barrel
(30%) from $18.42 per barrel in the first nine months of 1997 to $12.98 per
barrel in the first nine months of 1998 which decreased oil sales by
approximately $3.1 million. The average price paid for the Company's natural gas
decreased $.02 per Mcf to $2.58 per Mcf in the first nine months of 1998
compared to the first nine months of 1997 which decreased gas sales in the first
nine months of 1998 by approximately $450,000.
9
<PAGE> 12
The average gas price for the first nine months of 1998 was enhanced by $.04 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 $2.2 million (14%) from $15.4 million in
the first nine months of 1997 to $17.6 million in the first nine months of 1998
due to the net increase in volumes in the first nine months of 1998 discussed
above. The average production cost was $.67 per Mcfe in the first nine months of
1997 and $.68 per Mcfe in the first nine months of 1998. Production taxes
increased $220,000 (9%) from $2.4 million in the first nine months of 1997 to
$2.7 million in the first nine months of 1998. The average production taxes
decreased from $.11 per Mcfe in the first nine months of 1997 to $.10 per Mcfe
in the first nine months of 1998.
General and administrative expense increased by $1.0 million (31%) from
$3.3 million in the first nine months of 1997 to $4.3 million in the first nine
months of 1998 primarily due to the write-off of $365,000 in costs related to
the proposed joint venture with FirstEnergy and increased health care costs and
compensation expense in the first nine months of 1998.
Depreciation, depletion and amortization increased by $20.8 million
(67%) from $31.0 million in the first nine months of 1997 to $51.8 million in
the first nine months of 1998. Depletion expense increased $19.0 million (76%)
from $24.9 million in the first nine months of 1997 to $43.9 million in the
first nine months of 1998. Depletion per Mcfe increased from $1.08 per Mcfe in
the first nine months of 1997 to $1.69 per Mcfe in the first nine 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 approximately $13.2 million (118%) from
$11.3 million in the first nine months of 1997 to $24.5 million in the first
nine months of 1998. This increase was primarily due to substantial additional
debt incurred to finance the TPG Merger. The Company incurred $289,000 in
additional interest expense during the first nine 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 September 30, 1998 was 1.26 to 1.00.
During the first nine months of 1998, working capital decreased $7.5 million
from $19.8 million to $12.3 million. The Company's operating activities provided
cash flows of $27.5 million during the first nine 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's current
borrowing base is $170 million. The Company is currently undergoing a borrowing
base review. The administrative agent for the several lenders has submitted a
proposal under which the borrowing base would be reduced to $160 million and the
interest rate would be increased to LIBOR +2.0% if outstanding balances
exceed a specified threshold amount of $126 million. To the extent that
outstanding balances exceed the borrowing base at the time of its
redetermination in April 1999, such excess would become due and payable upon the
effective date of such redetermination. The Company's internally generated cash
flow may not be sufficient to repay such excess without a reduction in other
planned expenditures. Further, repayment of such excess could have a material
adverse effect on the Company's liquidity and capital expenditures in the
absence of alternate financing or additional equity. There can be no assurance
that such alternate financing or additional equity could be obtained on terms
acceptable to the Company, if at all. The Company is currently considering the
proposal submitted by the administrative agent for the several lenders and if
such proposal is accepted by the Company, it will become effective upon approval
of 75% of the lenders.
10
<PAGE> 13
At September 30, 1998, the outstanding balance under the credit
agreement was $143 million of which $104 million was borrowed 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 6.813% at September 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
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 $37 million during
1998 on its drilling activities and approximately $17 million for acquisitions
and 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
11
<PAGE> 14
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 form of
futures contracts, swaps or options. The Company had a pretax gain on its
hedging activities of $634,000 in the third quarter of 1998. There was no
hedging activity in the third quarter of 1997. At September 30, 1998, the
Company had open futures contracts covering 7.3 Bcf of 1998 and 1999 gas
production at a weighted average NYMEX price of $2.44 per Mcf which represented
a net unrealized gain of $842,000.
READINESS FOR YEAR 2000
Like most companies, the Company is faced with the Year 2000 ("Y2K")
Issue. The Y2K problem arose because many existing computer programs use only
the last two digits to refer to a year. This does not allow programs to properly
recognize a year that begins with "20" instead of "19". Any computer programs
that have date-sensitive software may recognize a date using "00" as the year
1900 instead of the year 2000. This could result in system failures and
miscalculations causing disruptions of operations or financial processes, such
as equipment failures or a temporary inability to process transactions or send
invoices.
The Company has taken actions to understand the nature and extent of
the work required to make its systems and operations Y2K compliant. A project
team is responsible for coordinating the assessment, remediation, testing and
implementation of the necessary modifications to its key applications (which
consist of third party software, hardware and embedded chip systems, as well as
internally developed computer applications). Modifications may include the
replacement or updating of the Company's legacy systems to assure that such
systems and related processes will continue to function after December 31, 1999.
The Company intends to monitor and compare the estimated costs
associated with its actions to actual costs. Estimated additional costs for
making the necessary changes to such systems, including implementation and
testing efforts, are not expected to exceed $500,000 and will be expensed as
incurred. This estimate was based on various factors including availability of
internal and external resources and complexity of the software applications.
Such estimate does not include costs of new systems for which the principal
justification is improved business functionality, rather than Y2K compliance.
All implementation and testing phases are expected to be completed in 1999.
The Company's goal is to ensure that all of its critical systems and
processes remain functional. Since certain systems may be interrelated with
systems outside the Company's control, however, there can be no assurance that
all implementations will be successful. The Company will be initiating an
inquiry of its major vendors, suppliers and customers to ascertain that they are
taking steps to become Y2K compliant. The Company is preparing contingency plans
to minimize any disruptions resulting from a vendor, supplier or customer not
being Y2K compliant. Failure by the Company and/or its vendors, suppliers, and
customers to complete Y2K compliance could have a material adverse effect on the
Company's operations.
12
<PAGE> 15
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
13
<PAGE> 16
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 13, 1998 By: /s/ Ronald L. Clements
----------------------------- ---------------------------------
Ronald L. Clements, Director
and Chief Executive Officer
Date: November 13, 1998 By: /s/ Ronald E. Huff
----------------------------- ---------------------------------
Ronald E. Huff, Director, President
and Chief Financial Officer
14
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