<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 June 30, 1999
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
------------------------------- -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5200 Stoneham Road
North Canton, Ohio 44720
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
(330) 499-1660
----------------------------------------------------
(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 July 31, 1999 10,229,189
<PAGE> 2
BELDEN & BLAKE CORPORATION
INDEX
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I Financial Information:
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 1999 and
December 31, 1998 ................................................. 1
Consolidated Statements of Operations for the three and six
months ended June 30, 1999 and 1998 ............................... 2
Consolidated Statements of Shareholders' Equity (Deficit)
for the six months ended June 30, 1999 and the year
ended December 31, 1998 ........................................... 3
Consolidated Statements of Cash Flows for the six
months ended June 30, 1999 and 1998 ............................... 4
Notes to Consolidated Financial Statements ........................... 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ............................... 9
PART II Other Information
Item 6. Exhibits and Reports on Form 8-K ..................................... 16
</TABLE>
<PAGE> 3
BELDEN & BLAKE CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
--------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 12,704 $ 10,691
Accounts receivable, net 26,651 33,204
Inventories 7,541 9,200
Deferred income taxes 2,389 2,449
Other current assets 1,845 3,384
--------- ---------
TOTAL CURRENT ASSETS 51,130 58,928
PROPERTY AND EQUIPMENT, AT COST
Oil and gas properties (successful efforts method) 534,476 535,837
Gas gathering systems 22,087 22,008
Land, buildings, machinery and equipment 28,909 28,551
--------- ---------
585,472 586,396
Less accumulated depreciation, depletion and amortization 266,662 246,689
--------- ---------
PROPERTY AND EQUIPMENT, NET 318,810 339,707
OTHER ASSETS 21,203 19,970
--------- ---------
$ 391,143 $ 418,605
========= =========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 4,151 $ 6,458
Accrued expenses 23,253 29,373
Current portion of long-term liabilities 25,939 29,365
--------- ---------
TOTAL CURRENT LIABILITIES 53,343 65,196
LONG-TERM LIABILITIES
Bank and other long-term debt 126,163 126,178
Senior subordinated notes 225,000 225,000
Other 2,441 3,204
--------- ---------
353,604 354,382
DEFERRED INCOME TAXES 26,544 32,041
SHAREHOLDERS' DEFICIT
Common stock without par value; $.10 stated value
per share; authorized 58,000,000 shares; issued
and outstanding 10,229,189 and 10,110,915 shares 1,023 1,011
Paid in capital 107,562 107,897
Deficit (150,933) (141,922)
--------- ---------
TOTAL SHAREHOLDERS' DEFICIT (42,348) (33,014)
--------- ---------
$ 391,143 $ 418,605
========= =========
</TABLE>
See accompanying notes.
1
<PAGE> 4
BELDEN & BLAKE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------------- -------------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
REVENUES
Oil and gas sales $ 18,758 $ 21,363 $ 37,722 $ 44,383
Gas marketing and gathering 10,837 9,499 22,633 20,512
Oilfield sales and service 3,504 6,752 6,997 11,845
Interest and other 1,109 1,084 2,212 1,761
-------- -------- -------- --------
34,208 38,698 69,564 78,501
EXPENSES
Production expense 5,287 6,062 10,376 11,743
Production taxes 749 891 1,541 1,779
Cost of gas and gathering expense 9,526 7,697 20,039 16,680
Oilfield sales and service 3,555 6,310 7,198 11,506
Exploration expense 1,607 2,291 3,218 4,212
General and administrative expense 1,543 1,635 2,616 3,004
Depreciation, depletion and amortization 10,735 17,932 21,677 34,869
Franchise, property and other taxes 180 425 359 838
-------- -------- -------- --------
33,182 43,243 67,024 84,631
-------- -------- -------- --------
OPERATING INCOME (LOSS) 1,026 (4,545) 2,540 (6,130)
Interest expense 8,550 8,117 16,989 16,179
-------- -------- -------- --------
LOSS BEFORE INCOME TAXES (7,524) (12,662) (14,449) (22,309)
Income tax benefit (2,670) (4,432) (5,438) (7,808)
-------- -------- -------- --------
NET LOSS $ (4,854) $ (8,230) $ (9,011) $(14,501)
======== ======== ======== ========
</TABLE>
See accompanying notes.
2
<PAGE> 5
BELDEN & BLAKE CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
(IN THOUSANDS)
<TABLE>
<CAPTION>
TOTAL
COMMON COMMON PAID IN EQUITY
SHARES STOCK CAPITAL DEFICIT (DEFICIT)
-------- ------- -------- ------- -----------
<S> <C> <C> <C> <C> <C>
JANUARY 1, 1998 10,000 $1,000 $107,230 $ (11,372) $ 96,858
Employee stock bonus 111 11 667 678
Net loss (130,550) (130,550)
- ------------------------------------------------------------------------------------------------
DECEMBER 31, 1998 10,111 1,011 107,897 (141,922) (33,014)
Employee stock bonus 118 12 (335) (323)
Net loss (9,011) (9,011)
- ------------------------------------------------------------------------------------------------
JUNE 30, 1999 (UNAUDITED) 10,229 $1,023 $107,562 $(150,933) $ (42,348)
================================================================================================
</TABLE>
See accompanying notes.
3
<PAGE> 6
BELDEN & BLAKE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
---------------------------
1999 1998
--------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (9,011) $(14,501)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation, depletion and amortization 21,677 34,869
Loss on disposal of property and equipment 205 30
Deferred income taxes (5,438) (7,808)
Deferred compensation and stock grants (509) 1,089
Change in operating assets and liabilities, net of
effects of purchases of businesses:
Accounts receivable and other operating assets 6,330 2,479
Inventories 1,659 (3,369)
Accounts payable and accrued expenses (8,427) 196
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 6,486 12,985
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of businesses, net of cash acquired -- (9,512)
Proceeds from property and equipment disposals 1,793 706
Additions to property and equipment (1,186) (16,290)
Increase in other assets (232) (1,324)
-------- --------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 375 (26,420)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving line of credit and term loan 21,000 18,000
Repayment of long-term debt and other obligations (25,848) (2,892)
-------- --------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (4,848) 15,108
-------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS 2,013 1,673
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 10,691 6,552
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 12,704 $ 8,225
======== ========
CASH PAID DURING THE PERIOD FOR:
Interest $ 16,935 $ 15,556
Income taxes, net of refunds -- (117)
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Acquisition of assets in exchange for long-term liabilities 125 359
Non-compete agreement and related obligation 705 --
</TABLE>
See accompanying notes.
4
<PAGE> 7
BELDEN & BLAKE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 1999
- -------------------------------------------------------------------------------
(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Belden
& Blake Corporation (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 six month periods ended June 30, 1999 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 1999. 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, 1998.
(2) CREDIT AGREEMENT
On June 27, 1997, the Company entered into a senior revolving credit
agreement with several lenders. These lenders committed, subject to compliance
with the borrowing base, to provide the Company with revolving credit loans of
up to $200 million, of which $25 million will be available for the issuance of
letters of credit. The credit agreement is a senior revolving credit facility
which is secured by substantially all of the Company's assets. The credit
agreement will mature on June 27, 2002. Outstanding balances under the agreement
incur interest at the Company's choice of several indexed rates, the most
favorable being 7.8% at June 30, 1999. The borrowing base is determined by an
evaluation of the Company's proved developed reserves, proved undeveloped
reserves and related processing and gathering assets and other assets of the
Company, adjusted by the engineering committee of the bank in accordance with
their standard oil and gas lending practices. If less than 75% of the borrowing
base is utilized, the borrowing base will be redetermined annually. If more than
75% of the borrowing base is utilized, the borrowing base will be redetermined
semi-annually.
The Company's borrowing base at December 31, 1998 was $170 million. On
January 15, 1999, the Company's borrowing base was redetermined at $126 million.
The Company had $154 million outstanding under this agreement at December 31,
1998 which resulted in the Company having a borrowing base deficiency of $28
million. The Company agreed with the lenders to reduce this deficiency by $14
million on March 22, 1999 and by $14 million on May 10, 1999.
On March 22, 1999, the Company made the $14 million payment to reduce
the outstanding amount under the credit agreement to $140 million. On May 10,
1999, the Company and its lenders further amended the credit agreement to
increase the Company's borrowing base to $136 million, subject to
redetermination in November, 1999, and the Company paid $4 million to reduce the
outstanding loan balance to $136 million. The funds for these payments were
provided by internally generated cash flow and $14 million in term loans
provided by Chase Manhattan Bank. The Company is further required to make
additional payments of $5 million on the earlier of the receipt of aggregate
proceeds from asset sales totaling $5 million or August 10, 1999 and $5 million
on November 9, 1999, which will lower the
5
<PAGE> 8
borrowing base and outstanding balance to $126 million. Future borrowing base
revisions will require approval from all lenders and any deficiency must be
repaid within 30 days of the effective date of the redetermination. The amended
agreement increased the interest rate to LIBOR plus 2.5% and provided certain
covenant ratio relief. The Company paid approximately $2 million in fees to the
lenders and expenses associated with the amendment. The Company's $14 million in
term loans from Chase Manhattan Bank are due on June 27, 2000 with interest
payable at LIBOR plus 2.5%. The Company expects to be able to meet its 1999 debt
service requirements through internally generated cash flow, the sale of
non-strategic assets, additional debt, the infusion of additional equity and/or
the use of instruments in financial futures markets.
The credit agreement contains a number of covenants that, among other
things, restricts 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 restricts 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 agreement requires a minimum
working capital ratio of 1.00 to 1.00. As of June 30, 1999, the Company's
working capital ratio was 0.96 to 1.00. As part of the May 10, 1999 amendment,
the Company and its lenders have agreed to exclude the current portion of
certain long term debt from this calculation. After making these adjustments the
working capital ratio as of June 30, 1999 was 1.74 to 1.00.
(3) SALE OF TARGET OILFIELD PIPE AND SUPPLY COMPANY
In April 1999, the Company and its wholly-owned subsidiary, The Canton
Oil & Gas Company ("COG"), entered into a stock sales agreement with an oilfield
supply company for the sale of Target Oilfield Pipe and Supply Company ("TOPS"),
a wholly-owned subsidiary of COG. The buyer will purchase all of the issued and
outstanding shares of capital stock of TOPS from COG. The Company currently
expects to close this transaction in the third quarter of 1999.
(4) STOCK BASED COMPENSATION
The Company measures expense associated with stock-based compensation
under the provisions of Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees."
The Company has a qualified defined contribution plan (a 401(k) plan)
covering substantially all of its employees. Common stock held in the 401k plan
is subject to variable plan accounting with changes in share value reported as
adjustments to compensation expense. The reduction in share value in the first
six months of 1999 resulted in a reduction in compensation expense of $909,000.
(5) INDUSTRY SEGMENT FINANCIAL INFORMATION
The Company's operations are conducted in the United States and are
managed along three reportable segments which include: (1) exploration and
production, (2) gas marketing and gathering, and (3) oilfield sales and service.
6
<PAGE> 9
The following tables present certain financial information regarding
the Company's reportable segments. The "all other" column in each of the
following tables includes unallocated corporate charges that support the
segments and eliminations of all intersegment transactions to reconcile the
reportable segment's revenues, income or loss, assets and other significant
items to the Company's consolidated totals. Segment information for the 1998
periods has been restated to reflect changes in the composition of reportable
segments. The Company measures segment operating results based on earnings
before interest, taxes, depreciation, depletion, amortization and exploration
expense ("EBITDAX") and (loss) income before income taxes.
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, 1999
----------------------------------------------------------------------------------
OILFIELD
EXPLORATION GAS MARKETING SALES
& PRODUCTION & GATHERING & SERVICE ALL OTHER TOTAL
------------ ------------- --------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
REVENUES FROM CUSTOMERS $ 20,328 $ 10,142 $ 3,553 $ 185 $ 34,208
INTERSEGMENT REVENUES -- 7,274 911 (8,185) --
(LOSS) INCOME BEFORE INCOME TAXES (4,962) 197 (417) (2,342) (7,524)
INTEREST EXPENSE 7,793 433 313 11 8,550
EXPLORATION EXPENSE 1,521 -- -- 86 1,607
DEPRECIATION, DEPLETION, AND
AMORTIZATION 9,470 656 222 387 10,735
EBITDAX 13,822 1,286 118 (1,858) 13,368
ASSETS 321,460 34,283 15,379 20,021 391,143
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, 1998
----------------------------------------------------------------------------------
OILFIELD
EXPLORATION GAS MARKETING SALES
& PRODUCTION & GATHERING & SERVICE ALL OTHER TOTAL
------------ ------------- --------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
REVENUES FROM CUSTOMERS $ 22,446 $ 9,431 $ 6,805 $ 16 $ 38,698
INTERSEGMENT REVENUES -- 7,453 2,024 (9,477) --
(LOSS) INCOME BEFORE INCOME TAXES (10,606) 667 (306) (2,417) (12,662)
INTEREST EXPENSE 7,379 287 379 72 8,117
EXPLORATION EXPENSE 2,290 -- -- 1 2,291
DEPRECIATION, DEPLETION, AND
AMORTIZATION 16,290 773 443 426 17,932
EBITDAX 15,353 1,727 516 (1,918) 15,678
ASSETS 489,714 42,033 30,927 30,963 593,637
</TABLE>
7
<PAGE> 10
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 1999
-----------------------------------------------------------------------------------
OILFIELD
EXPLORATION GAS MARKETING SALES
& PRODUCTION & GATHERING & SERVICE ALL OTHER TOTAL
------------ ------------- ---------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
REVENUES FROM CUSTOMERS $ 40,239 $ 21,893 $ 7,188 $ 244 $ 69,564
INTERSEGMENT REVENUES -- 14,537 1,830 (16,367) --
(LOSS) INCOME BEFORE INCOME TAXES (10,396) 333 (1,081) (3,305) (14,449)
INTEREST EXPENSE 15,473 854 625 37 16,989
EXPLORATION EXPENSE 3,218 -- -- -- 3,218
DEPRECIATION, DEPLETION, AND
AMORTIZATION 19,162 1,305 435 775 21,677
EBITDAX 27,457 2,492 (21) (2,493) 27,435
ASSETS 321,460 34,283 15,379 20,021 391,143
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 1998
-----------------------------------------------------------------------------------
OILFIELD
EXPLORATION GAS MARKETING SALES
& PRODUCTION & GATHERING & SERVICE ALL OTHER TOTAL
------------ ------------- ---------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
REVENUES FROM CUSTOMERS $ 46,158 $ 20,332 $ 11,929 $ 82 $ 78,501
INTERSEGMENT REVENUES -- 16,126 3,668 (19,794) --
(LOSS) INCOME BEFORE INCOME TAXES (18,422) 1,611 (1,135) (4,363) (22,309)
INTEREST EXPENSE 14,829 494 722 134 16,179
EXPLORATION EXPENSE 4,212 -- -- -- 4,212
DEPRECIATION, DEPLETION, AND
AMORTIZATION 31,667 1,581 872 749 34,869
EBITDAX 32,286 3,686 459 (3,480) 32,951
ASSETS 489,714 42,033 30,927 30,963 593,637
</TABLE>
8
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following table presents certain information with respect to the oil and gas
operations of the Company:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- ----------------------
1999 1998 1999 1998
------- ------ ------- -------
<S> <C> <C> <C> <C>
PRODUCTION
GAS (MMCF) 6,691 7,554 13,689 15,106
OIL (MBBLS) 172 187 367 380
TOTAL PRODUCTION (MMCFE) 7,723 8,677 15,894 17,383
AVERAGE PRICE
GAS (PER MCF) $ 2.41 $ 2.51 $ 2.40 $ 2.60
OIL (PER BBL) 15.39 12.86 13.18 13.32
AVERAGE COSTS (PER MCFE)
PRODUCTION EXPENSE 0.68 0.70 0.65 0.68
PRODUCTION TAXES 0.10 0.10 0.10 0.10
DEPLETION 1.07 1.75 1.06 1.70
GROSS MARGIN (PER MCFE) 1.65 1.66 1.62 1.78
</TABLE>
RESULTS OF OPERATIONS - SECOND QUARTERS OF 1999 AND 1998 COMPARED
Operating income increased $5.5 million (123%) from an operating loss
of $4.5 million in the second quarter of 1998 to operating income of $1.0
million in the second quarter of 1999. The increase in operating income was due
primarily to a $7.2 million decrease in depreciation, depletion and amortization
expense as a result of the $160.7 million write-down of certain permanently
impaired assets in the fourth quarter of 1998 offset by a $2.7 million decrease
in the Company's operating margin due to decreases in natural gas prices and the
volume of natural gas sold. The volume decrease was due to the natural
production decline of the wells and curtailment of drilling due to capital
constraints caused by the reduction in the Company's borrowing base.
Net loss decreased $3.3 million from a net loss of $8.2 million in the
second quarter of 1998 to a net loss of $4.9 million in the second quarter of
1999. This decrease was the result of the $7.2 million decrease in depreciation,
depletion and amortization expense and a $1.8 million decrease in the income tax
benefit due to a decrease in loss before income taxes offset by the $2.7 million
decrease in the Company's operating margin discussed above.
EBITDAX decreased $2.3 million from $15.7 million in the second quarter
of 1998 to $13.4 million in the second quarter of 1999 primarily due to
decreased operating margins.
Total revenues decreased $4.5 million (12%) in the second quarter of
1999 compared to the second quarter of 1998. Gross operating margins decreased
$2.7 million in the second quarter of 1999
9
<PAGE> 12
compared to the second quarter of 1998. These decreases were primarily due to
decreases in natural gas prices and the volume of natural gas sold discussed
above.
Oil volumes decreased 15,000 Bbls (barrels) from 187,000 Bbls in the
second quarter of 1998 to 172,000 Bbls in the second quarter of 1999 resulting
in a decrease in oil sales of approximately $195,000. Gas volumes decreased 0.9
Bcf (billion cubic feet) (11%) from 7.6 Bcf in the second quarter of 1998 to 6.7
Bcf in the second quarter of 1999 resulting in a decrease in gas sales of
approximately $2.2 million.
The average price paid for the Company's oil increased from $12.86 per
barrel in the second quarter of 1998 to $15.39 per barrel in the second quarter
of 1999 which increased oil sales by $435,000. The average price paid for the
Company's natural gas decreased $.10 per Mcf (thousand cubic feet) to $2.41 per
Mcf in the second quarter of 1999 compared to the second quarter of 1998 which
decreased gas sales in the second quarter of 1999 by approximately $670,000. As
a result of the Company's hedging activities the average gas price for the
second quarter of 1999 was enhanced by $.08 per Mcf compared to $.03 per Mcf for
the second quarter of 1998.
Production expense decreased $775,000 (13%) from $6.1 million in the
second quarter of 1998 to $5.3 million in the second quarter of 1999. The
average production cost decreased from $.70 per Mcfe (Mcf of natural gas
equivalent) in the second quarter of 1998 to $.68 per Mcfe in the second quarter
of 1999. These decreases were primarily due to reduced compensation expense.
Production taxes decreased approximately $142,000 (16%) from $891,000 in the
second quarter of 1998 to $749,000 in the second quarter of 1999 due to
decreased oil and gas sales.
General and administrative expense decreased from $1.6 million in the
second quarter of 1998 to $1.5 million in the second quarter of 1999. This
decrease was due primarily to the write-off in the second quarter of 1998 of
$350,000 in costs related to an unsuccessful joint venture offset by an increase
in employment and compensation related expenses in the second quarter of 1999.
Depreciation, depletion and amortization decreased by $7.2 million
(40%) from $17.9 million in the second quarter of 1998 to $10.7 million in the
second quarter of 1999. Depletion expense decreased approximately $6.8 million
(45%) from $15.1 million in the second quarter of 1998 to $8.3 million in the
second quarter of 1999. Depletion per Mcfe decreased from $1.75 per Mcfe in the
second quarter of 1998 to $1.07 per Mcfe in the second quarter of 1999. These
decreases were primarily the result of the $160.7 million write-down of certain
permanently impaired assets in the fourth quarter of 1998.
Interest expense increased $433,000 from $8.1 million in the second
quarter of 1998 to approximately $8.5 million in the second quarter of 1999 due
to an increase in average outstanding borrowings and higher blended interest
rates. The Company incurred $379,000 and $93,000 in additional interest expense
during the second quarters of 1999 and 1998, respectively, related to interest
rate swaps.
Exploration and production segment revenues decreased $2.1 million (9%)
from $22.4 million in the second quarter of 1998 to $20.3 million in the second
quarter of 1999. This decrease was due to decreases in natural gas prices and
the volume of natural gas sold. Segment loss before income taxes decreased $5.6
million (53%) from $10.6 million in the second quarter of 1998 to $5.0 million
in the second quarter of 1999. This decrease was due primarily to a $6.8 million
decrease in depreciation, depletion and amortization expense from the write-down
of certain permanently impaired exploration and production segment assets in the
fourth quarter of 1998 offset by a $1.4 million decrease in the segment's
operating margin as a result of decreases in natural gas prices and the volume
of natural gas sold.
Gas marketing and gathering segment revenues increased $700,000 (8%)
from $9.4 million in the second quarter of 1998 to $10.1 million in the second
quarter of 1999. This increase was due to a $1.6
10
<PAGE> 13
million increase in gas marketing revenues from third party gas sales. This
increase in gas marketing revenues was offset by a $500,000 decrease in gas
gathering revenues due to reduced transportation rates resulting from a
renegotiated contract with a major end user and reduced gas gathering volumes
from normal declines in production coupled with a reduction in drilling due to
capital constraints caused by the reduction in the Company's borrowing base.
Segment income before income taxes decreased $470,000 (70%) from $667,000 in the
second quarter of 1998 to $197,000 in the second quarter of 1999 due primarily
to a $466,000 decrease in the gas marketing and gathering segment operating
margin.
Oilfield sales and service segment revenues decreased $3.2 million
(48%) from $6.8 million in the second quarter of 1998 to $3.6 million in the
1999 quarter. This decrease was primarily the result of work deferred by the
Company and third parties due to a prolonged period of low oil and gas prices.
RESULTS OF OPERATIONS - SIX MONTHS OF 1999 AND 1998 COMPARED
Operating income increased $8.6 million (141%) from an operating loss
of $6.1 million in the first six months of 1998 to operating income of $2.5
million in the first six months of 1999. The increase in operating income was
due primarily to a $13.2 million decrease in depreciation, depletion and
amortization expense as a result of the $160.7 million write-down of certain
permanently impaired assets in the fourth quarter of 1998 offset by a $6.8
million decrease in the Company's operating margin due to decreases in oil and
gas prices and the volume of oil and natural gas sold. The volume decrease was
due to the natural production decline of the wells and curtailment of drilling
due to capital constraints caused by the reduction in the Company's borrowing
base.
Net loss decreased $5.5 million (38%) from a net loss of $14.5 million
in the first six months of 1998 to a net loss of $9.0 million in the first six
months of 1999. This decrease was the result of the $13.2 million decrease in
depreciation, depletion and amortization expense and a $1.0 million decrease in
exploration expense offset by the $6.8 million decrease in the Company's
operating margin discussed above and a $2.4 million decrease in the income tax
benefit due to a decrease in loss before income taxes.
EBITDAX decreased approximately $5.6 million from $33.0 million in the
first six months of 1998 to $27.4 million in the first six months of 1999
primarily due to decreased operating margins.
Total revenues decreased $8.9 million (11%) in the first six months of
1999 compared to the first six months of 1998. Gross operating margins decreased
$6.8 million in the first six months of 1999 compared to the first six months of
1998. These decreases were primarily due to decreases in oil and gas prices and
the volume of oil and natural gas sold discussed above.
Oil volumes decreased approximately 13,000 Bbls from 380,000 Bbls in
the first six months of 1998 to 367,000 Bbls in the first six months of 1999
resulting in a decrease in oil sales of approximately $160,000. Gas volumes
decreased 1.4 Bcf (9%) from 15.1 Bcf in the first six months of 1998 to 13.7 Bcf
in the first six months of 1999 resulting in a decrease in gas sales of
approximately $3.7 million.
The average price paid for the Company's oil decreased from $13.32 per
barrel in the first six months of 1998 to $13.18 per barrel in the first six
months of 1999 which decreased oil sales by $50,000. The average price paid for
the Company's natural gas decreased $.20 per Mcf to $2.40 per Mcf in the first
six months of 1999 compared to the first six months of 1998 which decreased gas
sales in the first six months of 1999 by approximately $2.7 million. As a result
of the Company's hedging activities the average gas price for the first six
months of 1999 was enhanced by $.14 per Mcf compared to $.02 per Mcf for the
first six months of 1998.
11
<PAGE> 14
Production expense decreased approximately $1.3 million (12%) from
$11.7 million in the first six months of 1998 to $10.4 million in the first six
months of 1999. The average production cost decreased from $.68 per Mcfe in the
first six months of 1998 to $.65 per Mcfe in the first six months of 1999. These
decreases were primarily due to reduced compensation expense. Production taxes
decreased $238,000 (13%) from $1.8 million in the first six months of 1998 to
$1.5 million in the first six months of 1999 due to decreased oil and gas sales.
Average production taxes remained constant at $.10 per Mcfe in the first six
months of 1998 and 1999.
General and administrative expense decreased by $388,000 (13%) from
$3.0 million in the first six months of 1998 to $2.6 million in the first six
months of 1999 primarily due to the write-off in the first six months of 1998 of
$350,000 in costs related to an unsuccessful joint venture.
Exploration expense decreased by $1.0 million (24%) from $4.2 million
in the first six months of 1998 to $3.2 million in the first six months of 1999
as a result of the curtailment of the Company's drilling program previously
discussed.
Depreciation, depletion and amortization decreased by $13.2 million
(38%) from $34.9 million in the first six months of 1998 to $21.7 million in the
first six months of 1999. Depletion expense decreased $12.8 million (43%) from
$29.6 million in the first six months of 1998 to $16.8 million in the first six
months of 1999. Depletion per Mcfe decreased from $1.70 per Mcfe in the first
six months of 1998 to $1.06 per Mcfe in the first six months of 1999. These
decreases were primarily the result of the $160.7 million write-down of certain
permanently impaired assets in the fourth quarter of 1998.
Interest expense increased $810,000 (5%) from approximately $16.2
million in the first six months of 1998 to approximately $17.0 million in the
first six months of 1999 due to an increase in average outstanding borrowings
and higher blended interest rates. The Company incurred $685,000 and $185,000 in
additional interest expense during the first six months of 1999 and 1998,
respectively, related to interest rate swaps.
Exploration and production segment revenues decreased $6.0 million
(13%) from $46.2 million in the first six months of 1998 to $40.2 million in the
first six months of 1999. This decrease was due to decreases in oil and gas
prices and the volume of oil and natural gas sold. Segment loss before income
taxes decreased $8.0 million (44%) from $18.4 million in the first six months of
1998 to $10.4 million in the first six months of 1999. This decrease was due
primarily to a $12.5 million decrease in depreciation, depletion and
amortization expense from the write-down of certain permanently impaired
exploration and production segment assets in the fourth quarter of 1998 offset
by a $5.1 million decrease in the segment's operating margin as a result of
decreases in oil and gas prices and the volume of oil and natural gas sold.
Gas marketing and gathering segment revenues increased $1.6 million
(8%) from $20.3 million in the first six months of 1998 to $21.9 million in the
first six months of 1999. This increase was due to a $2.1 million increase in
gas marketing revenues from third party gas sales. This increase in gas
marketing revenues was offset by a $1.0 million decrease in gas gathering
revenues due to reduced transportation rates resulting from a renegotiated
contract with a major end user and reduced gas gathering volumes from normal
declines in production coupled with a reduction in drilling due to capital
constraints caused by the reduction in the Company's borrowing base. Segment
income before income taxes decreased $1.3 million (79%) from $1.6 million in the
first six months of 1998 to $333,000 in the first six months of 1999 due
primarily to a $1.2 million decrease in the gas marketing and gathering segment
operating margin.
12
<PAGE> 15
Oilfield sales and service segment revenues decreased $4.7 million
(40%) from $11.9 million in the first six months of 1998 to $7.2 million in the
first six months of 1999. This decrease was primarily the result of work
deferred by the Company and third parties due to a prolonged period of low oil
and gas prices.
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 natural gas.
The Company's current ratio at June 30, 1999 was .96 to 1.00. During
the first six months of 1999, working capital increased $4.1 million from a
deficit of $6.3 million to a deficit of $2.2 million. The Company's operating
activities provided cash flows of $6.5 million during the first six months of
1999.
On June 27, 1997, the Company entered into a senior revolving credit
agreement with several lenders. These lenders committed, subject to compliance
with the borrowing base, to provide the Company with revolving credit loans of
up to $200 million, of which $25 million will be available for the issuance of
letters of credit. The credit agreement is a senior revolving credit facility
which is secured by substantially all of the Company's assets. The credit
agreement will mature on June 27, 2002. Outstanding balances under the agreement
incur interest at the Company's choice of several indexed rates, the most
favorable being 7.8% at June 30, 1999. The borrowing base is determined by an
evaluation of the Company's proved developed reserves, proved undeveloped
reserves and related processing and gathering assets and other assets of the
Company, adjusted by the engineering committee of the bank in accordance with
their standard oil and gas lending practices. If less than 75% of the borrowing
base is utilized, the borrowing base will be redetermined annually. If more than
75% of the borrowing base is utilized, the borrowing base will be redetermined
semi-annually.
The Company's borrowing base at December 31, 1998 was $170 million. On
January 15, 1999, the Company's borrowing base was redetermined at $126 million.
The Company had $154 million outstanding under this agreement at December 31,
1998 which resulted in the Company having a borrowing base deficiency of $28
million. The Company agreed with the lenders, to reduce this deficiency by $14
million on March 22, 1999 and by $14 million on May 10, 1999.
On March 22, 1999, the Company made the $14 million payment to reduce
the outstanding amount under the credit agreement to $140 million. On May 10,
1999, the Company and its lenders further amended the credit agreement to
increase the Company's borrowing base to $136 million, subject to
redetermination in November, 1999, and the Company paid $4 million to reduce the
outstanding loan balance to $136 million. The funds for these payments were
provided by internally generated cash flow and $14 million in term loans
provided by Chase Manhattan Bank. The Company is further required to make
additional payments of $5 million on the earlier of the receipt of aggregate
proceeds from asset sales totaling $5 million or August 10, 1999 and $5 million
on November 9, 1999, which will lower the borrowing base and outstanding balance
to $126 million. On July 28, 1999, the Company made the first $5 million
required payment to reduce the outstanding balance to $131 million. Future
borrowing base revisions will require approval from all lenders and any
deficiency must be repaid within 30 days of the effective date of the
redetermination. The amended agreement increased the interest rate to LIBOR plus
2.5% and provided certain covenant ratio relief. The Company paid approximately
$2 million in fees to the lenders and expenses associated with the amendment.
The Company's $14 million in term loans from Chase Manhattan Bank are due on
June 27, 2000 with interest payable at LIBOR plus 2.5%. The Company expects to
be able to meet its 1999 debt service requirements through internally generated
cash flow, the
13
<PAGE> 16
sale of non-strategic assets, additional debt, the infusion of additional
equity and/or the use of instruments in financial futures markets.
The credit agreement contains a number of covenants that, among other
things, restricts 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 restricts 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 agreement requires a minimum
working capital ratio of 1.00 to 1.00. As of June 30, 1999, the Company's
working capital ratio was .96 to 1.00. As part of the May 10, 1999 amendment,
the Company and its lenders have agreed to exclude the current portion of
certain long term debt from this calculation. After making these adjustments the
working capital ratio as of June 30, 1999 was 1.74 to 1.00.
The Company issued $225 million of 9.875% Senior Subordinated Notes on
June 27, 1997. The 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 shall occur 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 in control.
The indenture 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 $4 million during
1999 on its drilling activities and other capital expenditures. The Company
intends to finance such activities, as well as its acquisition program, through
its 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.
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
14
<PAGE> 17
floating three-month LIBOR for a fixed rate of 7.485% (which includes an
applicable margin of 1.5%) 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 for a fixed rate of 7.649% (which includes an
applicable margin of 1.5%) 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 for a fixed rate of
7.2825% (which includes an applicable margin of 1.5%) for three years. Effective
May 10, 1999 the applicable margin relating to these swaps was increased from
1.5% to 2.5%.
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 are 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 $561,000 and $201,000 in the second quarters of 1999 and
1998, respectively. At June 30, 1999, the Company had open futures contracts
covering 3.6 Bcf of 1999 gas production at a weighted average NYMEX price of
$2.41 per Mcf which represented a net unrealized loss of $286,000. As of June
30, 1999, the Company has hedged 1.4 Bcf of 2000 natural gas production at a
weighted average NYMEX price of $2.36 per Mcf which represented a net unrealized
loss of $233,000. Since June 30, 1999, the Company has hedged an additional 5.5
Bcf of 1999 and 2000 gas production at a weighted average NYMEX price of $2.40
per Mcf.
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). To date, the team has worked to
identify potential risks to the Company and has replaced the Company's major
legacy systems. An inventory of hardware and software and all peripheral systems
is complete and prioritized for upgrade or replacement. A testing plan has been
developed, and the Company expects to complete testing of its mission-critical
systems by the end of the third quarter of 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 (primarily installation of current releases of
operating systems and application software) to such systems, including
implementation and testing efforts, are expected to range from $250,000 to
$350,000 not including internal costs. This estimate is 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. While the Company has enlisted the guidance of various
industry experts in the project planning process, it does not rely on the
assistance of outside consultants to direct the project. Employees
15
<PAGE> 18
assigned to the project have integrated their responsibilities into normal
operations. The Company does not separately track the internal costs incurred in
connection with the project. Such internal costs consist primarily of payroll
costs for the employees assigned to the project.
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, there can be no assurance that all
implementations will be successful. The Company has completed identification of
its critical relationships with outside vendors, customers and business partners
and has requested confirmation of Y2K compliance from such third parties. Among
these, special attention is being given to obtaining evidence of Y2K compliance
from third-party transporters of natural gas, deemed as a critical element to
the Company's uninterrupted business operations. 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. Recognizing this risk, formal
contingency plans are being developed by the Company and are expected to be
finalized by the end of the third quarter of 1999.
RECENT DEVELOPMENTS
The Company named John L. Schwager as Chief Executive Officer on June
2, 1999. Mr. Schwager, 50, replaces Ronald L. Clements who announced his
retirement the previous month. Mr. Schwager has worked in the oil and gas
industry for 30 years. From October 1987 to August 1997, he served as President
and CEO of Alamco, Inc., which was a publicly-traded independent oil and gas
company with operations in the Appalachian Basin. In addition to Alamco, Mr.
Schwager has held executive and management positions with TGX Corporation,
Houston; Callon Petroleum Company, Natchez, Mississippi, and Shell Oil Company
in New Orleans. He graduated from the University of Missouri at Rolla in 1970
with a Bachelor of Science degree in Petroleum Engineering.
SUBSEQUENT EVENTS
In August 1999, the Company abandoned an acquisition effort and a
proposed public offering of a royalty trust. An estimated $800,000 to $1 million
of costs associated with these efforts will be written off in the third quarter
of 1999. The Company intends to seek reimbursement of a portion of these costs
from third parties. There is no assurance the Company will be successful in
obtaining said reimbursement.
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 gas marketing activity,
production and costs of operation, the market demand for, and prices of, oil and
natural gas, results of the Company's future drilling, the uncertainties of
reserve estimates, environmental risks, availability of financing, the Company's
readiness for Y2K as well as potential adverse consequences related to third
party Y2K compliance 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
16
<PAGE> 19
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 9, 1999 By: /s/ John L. Schwager
---------------------- -------------------------
John L. Schwager,
Chief Executive Officer
Date: August 9, 1999 By: /s/ Ronald E. Huff
---------------------- -------------------------------------
Ronald E. Huff, Director, President
and Chief Financial Officer
17
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