<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, 2000
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
As of July 31, 2000, Belden & Blake Corporation had outstanding 10,291,332
shares of common stock, without par value, which is its only class of stock.
<PAGE> 2
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 June 30, 2000 and
December 31, 1999 ................................................. 1
Consolidated Statements of Operations for the three and six
months ended June 30, 2000 and 1999 ............................... 2
Consolidated Statements of Shareholders' Equity (Deficit) for
the six months ended June 30, 2000 and the years ended
December 31, 1999 and 1998 ........................................ 3
Consolidated Statements of Cash Flows for the six
months ended June 30, 2000 and 1999 ............................... 4
Notes to Consolidated Financial Statements ........................... 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ............................... 8
PART II Other Information
Item 6. Exhibits and Reports on Form 8-K ..................................... 14
</TABLE>
<PAGE> 3
BELDEN & BLAKE CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
---------------- ----------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 4,542 $ 4,536
Accounts receivable, net 21,956 25,301
Inventories 2,036 2,106
Deferred income taxes 2,044 2,006
Other current assets 1,752 1,154
---------------- ----------------
TOTAL CURRENT ASSETS 32,330 35,103
PROPERTY AND EQUIPMENT, AT COST
Oil and gas properties (successful efforts method) 405,355 534,515
Gas gathering systems 13,478 22,193
Land, buildings, machinery and equipment 22,488 24,242
---------------- ----------------
441,321 580,950
Less accumulated depreciation, depletion and amortization 198,986 280,047
---------------- ----------------
PROPERTY AND EQUIPMENT, NET 242,335 300,903
OTHER ASSETS 13,328 14,689
---------------- ----------------
$ 287,993 $ 350,695
================ ================
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 5,461 $ 4,132
Accrued expenses 20,540 23,024
Current portion of long-term liabilities 14,215 50,979
---------------- ----------------
TOTAL CURRENT LIABILITIES 40,216 78,135
LONG-TERM LIABILITIES
Bank and other long-term debt 45,144 78,161
Senior subordinated notes 225,000 225,000
Other 619 570
---------------- ----------------
270,763 303,731
DEFERRED INCOME TAXES 22,521 20,419
SHAREHOLDERS' DEFICIT
Common stock without par value; $.10 stated value
per share; authorized 58,000,000 shares; issued
and outstanding 10,291,332 and 10,260,457 shares 1,029 1,026
Paid in capital 107,643 107,609
Deficit (154,179) (160,225)
---------------- ----------------
TOTAL SHAREHOLDERS' DEFICIT (45,507) (51,590)
---------------- ----------------
$ 287,993 $ 350,695
================ ================
See accompanying notes.
</TABLE>
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,
--------------------------------------------------------------------------
2000 1999 2000 1999
---------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C>
REVENUES
Oil and gas sales $ 17,069 $ 18,758 $ 36,881 $ 37,722
Gas gathering, marketing, and oilfield sales and service 8,716 14,341 15,956 29,634
Other 1,020 1,109 1,853 2,208
---------------- ---------------- --------------- ----------------
26,805 34,208 54,690 69,564
EXPENSES
Production expense 4,636 5,287 10,066 10,376
Production taxes 520 749 1,282 1,541
Gas gathering, marketing, and oilfield sales and service 8,060 13,081 13,985 27,237
Exploration expense 2,024 1,607 2,961 3,218
General and administrative expense 1,069 1,543 2,001 2,616
Franchise, property and other taxes 119 180 284 359
Depreciation, depletion and amortization 6,311 10,735 15,297 21,677
Other nonrecurring expense -- -- 24 --
---------------- ---------------- --------------- ----------------
22,739 33,182 45,900 67,024
---------------- ---------------- --------------- ----------------
Operating income 4,066 1,026 8,790 2,540
Gain on sale of subsidiary and other income -- -- 14,426 --
Interest expense (6,730) (8,550) (15,016) (16,989)
---------------- ---------------- --------------- ----------------
(LOSS) INCOME BEFORE INCOME TAXES (2,664) (7,524) 8,200 (14,449)
(Benefit) provision for income taxes (966) (2,670) 2,154 (5,438)
---------------- ---------------- --------------- ----------------
NET (LOSS) INCOME $ (1,698) $ (4,854) $ 6,046 $ (9,011)
================ ================ =============== ================
</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 (288) (276)
Stock options exercised 31 3 3
Net loss (18,303) (18,303)
----------------------------------------------------------------------------------------------------------------
DECEMBER 31, 1999 10,260 1,026 107,609 (160,225) (51,590)
Stock options exercised 35 3 (3) --
Other (4) 37 37
Net income 6,046 6,046
----------------------------------------------------------------------------------------------------------------
JUNE 30, 2000 (UNAUDITED) 10,291 $ 1,029 $ 107,643 $ (154,179) $ (45,507)
================================================================================================================
</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,
-------------------------------------
2000 1999
---------------- ------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 6,046 $ (9,011)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation, depletion and amortization 15,297 21,677
Gain on sale of subsidiary (13,155)
Loss on disposal of property and equipment 291 205
Exploration expense 2,961 3,218
Deferred income taxes 2,064 (5,438)
Deferred compensation and stock grants 30 (509)
Change in operating assets and liabilities, net of
effects of disposition of subsidiary:
Accounts receivable and other operating assets (1,126) 6,330
Inventories (230) 1,659
Accounts payable and accrued expenses 588 (8,427)
-------------- ----------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 12,766 9,704
CASH FLOWS FROM INVESTING ACTIVITIES:
Disposition of subsidiary, net of cash 69,031 --
Proceeds from property and equipment disposals 157 1,793
Exploration expense (2,961) (3,218)
Additions to property and equipment (8,415) (1,186)
Increase in other assets (602) (232)
-------------- ----------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 57,210 (2,843)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving line of credit and term loan 13,000 21,000
Repayment of long-term debt and other obligations (82,973) (25,848)
Proceeds from sale of common stock and stock options 3 --
-------------- ----------------
NET CASH USED IN FINANCING ACTIVITIES (69,970) (4,848)
-------------- ----------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 6 2,013
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 4,536 10,691
-------------- ----------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,542 $ 12,704
============== ================
CASH PAID DURING THE PERIOD FOR:
Interest $ 16,066 $ 16,935
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Acquisition of assets in exchange for long-term liabilities 239 125
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, 2000
--------------------------------------------------------------------------------
(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, 2000 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 2000. 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, 1999. Certain reclassifications have
been made to conform to the current presentation.
(2) CREDIT AGREEMENT
In June 2000, the Company entered into a non-binding letter agreement
to obtain a new credit facility or amend the existing credit facility (the "new
credit facility") to provide the Company with revolving credit loans of up to
$125 million from a financial institution. The new credit facility will assume
or be used to repay outstanding loans under the Company's existing revolving
credit facility of approximately $45 million; repay existing term loans of $14
million to Chase Manhattan Bank due January 1, 2001; pay fees associated with
obtaining the facility and for general corporate purposes.
The new credit facility will be secured by providing a security
interest in at least 85% of the Company's assets and be subject to a periodic
borrowing base determination. The borrowing base will be equal to (i) 65% of the
value of the Company's proved developed producing reserves; (ii) 45% of the
value of the Company's proved developed non-producing reserves; and (iii) 40% of
the value of the Company's proved undeveloped reserves. The price forecast used
for calculation of the future net income from proved reserves will be the
three-year NYMEX strip for oil and natural gas as of the date of the reserve
report. After three years prices will be held constant.
The new credit facility will mature two years after that facility is
initiated and will bear interest at two to three percentage points above Chase
Manhattan Bank's published prime interest rate depending upon the amount
outstanding. The Company is currently in final negotiations with the financial
institution and expects to complete the credit facility in August 2000.
However, there is no assurance that the Company will complete the new credit
facility.
The new credit facility requires an evaluation of the Company's proved
oil and natural gas reserves at July 1, 2000. These reserves have been evaluated
by Wright & Company, Inc., independent petroleum engineers. Projections of the
reserves and cash flow to the evaluated interests were based on economic
parameters and operating conditions considered applicable as of July 1, 2000,
and were prepared pursuant to the financial reporting requirements of the
Securities and Exchange Commission.
5
<PAGE> 8
The following table is a summary of the total proved reserves evaluated
effective July 1, 2000:
<TABLE>
<CAPTION>
PROVED OIL AND NATURAL GAS RESERVES
Total Proved Total Proved Total
Developed Undeveloped Proved
Reserves Reserves Reserves
------------------ --------------------- ---------------------
<S> <C> <C> <C>
Net Reserves to the
Evaluated Interests
Oil (Bbls) 6,058,801 2,897,705 8,956,506
Gas (Mcf) 251,873,700 111,637,200 363,510,900
Before Tax Cash Flow
Undiscounted: $ 866,881,300 $ 367,731,100 $ 1,234,612,000
Discounted at 10%
Per Annum: 400,307,800 120,141,200 520,449,000
</TABLE>
The Company's proved developed and proved undeveloped reserves are all
located within the states of Michigan, Ohio, Pennsylvania and New York. The
Company cautions that there are many uncertainties inherent in estimating proved
reserve quantities and in projecting future production rates and the timing of
development expenditures. Material revisions of reserve estimates may occur in
the future, development and production of the oil and gas reserves may not occur
in the periods assumed and actual prices realized and actual costs incurred may
vary significantly from those used to arrive at the reserve estimates. Proved
reserves represent estimated quantities of natural gas, crude oil and condensate
that geological and engineering data demonstrate, with reasonable certainty, to
be recoverable in future years from known reservoirs under economic and
operating conditions existing at the time the estimates were made.
On March 21, 2000, the Company and its bank group amended the existing
revolving credit agreement to establish a borrowing base of $62.7 million and to
forego the May 2000 borrowing base redetermination. The next scheduled borrowing
base redetermination is in November 2000. Future borrowing base revisions
require approval from all lenders.
At June 30, 2000, the outstanding balance under the existing credit
agreement was $45 million. The outstanding balances under the agreement incur
interest at the Company's choice of several indexed rates, the most favorable
being 9.39% at June 30, 2000. In addition to its revolving credit facility the
Company has $14 million in term loans outstanding from Chase Manhattan Bank with
interest payable at LIBOR plus 2.5% which are due on January 1, 2001. If the
bank group materially reduces the borrowing base in November 2000 any borrowing
base deficiency must be repaid within thirty days of the effective date of the
redetermination. There is no assurance that the Company could meet such required
repayment obligation. The Company expects to be able to meet its 2000 debt
service requirements through internally generated cash flow, the sale of non
strategic assets and additional debt.
The existing credit agreement requires the Company to maintain or meet
specified financial ratios and tests. The consolidated interest expense and
EBITDA (EBITDAX) used for the covenant calculations at each period will be
calculated on a pro forma basis as if the sale of Peake Energy, Inc. ("Peake")
(see Note 3) had occurred on the first day of each period. The Company is
required to maintain a senior debt interest coverage ratio of at least 3.50 to
1.00, a senior debt leverage ratio of less than 3.50 to 1.00 and a minimum
EBITDAX of at least $36 million for each trailing four quarter period.
6
<PAGE> 9
The agreement also requires a minimum working capital ratio of 1.00 to 1.00. As
of June 30, 2000, the Company's working capital ratio was .80 to 1.00. The
Company and its lenders have agreed to include the Company's available borrowing
base and exclude the current portion of certain long-term debt from this
calculation. After making these adjustments the working capital ratio as of June
30, 2000 was 1.91 to 1.00. The Company satisfied all financial covenants as of
June 30, 2000.
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 is exchanged for a fixed
interest rate. At December 31, 1999, the Company had interest rate swap
arrangements covering $120 million of debt. On March 21, 2000, the Company
terminated swaps totaling $80 million which resulted in a gain of $1.3 million.
At June 30, 2000, the Company had remaining swap arrangements covering $40
million of debt which terminate in October 2000 unless extended at the
institution's option for an additional two years.
(3) SALE OF PEAKE ENERGY, INC.
On March 17, 2000, the Company sold the stock of Peake, a wholly owned
subsidiary, to North Coast Energy, Inc., an independent oil and gas company,
with an effective date of January 1, 2000. The sale included substantially all
of the Company's oil and gas properties in West Virginia and Kentucky. The sale
resulted in net proceeds of approximately $69 million. The Company recorded a
$13.2 million gain on the sale in the first quarter of 2000.
At December 31, 1999, using SEC pricing parameters, Peake had proved
developed reserves of approximately 66.5 Bcfe (billion cubic feet of natural gas
equivalent) and proved undeveloped reserves of approximately 3.7 Bcfe. Peake's
reserves represented 20.2% of the Company's total proved reserves. The unaudited
pro forma results of operations for the six month periods ended June 30, 2000
and 1999 are as follows: revenues of $50.6 million and $61.8 million,
respectively. The pro forma effects on net income were not material. The
unaudited pro forma information presented above assumes the disposition occurred
prior to each period presented and does not purport to be indicative of the
results that actually would have been obtained and is not intended to be a
projection of future results or trends.
(4) INDUSTRY SEGMENT FINANCIAL INFORMATION
The Company operates in one reportable segment, as an independent
energy company engaged in producing oil and natural gas; exploring for and
developing oil and gas reserves; acquiring and enhancing the economic
performance of producing oil and gas properties and gathering natural gas for
delivery to intrastate and interstate gas transmission pipelines. The Company's
operations are conducted entirely in the United States.
7
<PAGE> 10
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,
------------------------- --------------------------
2000 1999 2000 1999
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
PRODUCTION
GAS (Mmcf) 4,676 6,691 10,554 13,689
OIL (Mbbls) 143 172 307 367
TOTAL PRODUCTION (Mmcfe) 5,536 7,723 12,394 15,894
AVERAGE PRICE
GAS (per Mcf) $ 2.86 $ 2.41 $ 2.74 $ 2.40
OIL (per Bbl) 25.82 15.39 25.91 13.18
Mcfe 3.08 2.43 2.98 2.37
AVERAGE COSTS (per Mcfe)
PRODUCTION EXPENSE 0.84 0.68 0.81 0.65
PRODUCTION TAXES 0.09 0.10 0.10 0.10
DEPLETION 0.76 1.07 0.87 1.06
GROSS MARGIN (per Mcfe) 2.15 1.65 2.07 1.62
</TABLE>
The following table presents certain information with respect to the
oil and gas operations of the Company excluding Peake (see Note 3):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------- --------------------------
2000 1999 2000 1999
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
PRODUCTION
GAS (MMCF) 4,676 5,418 9,399 10,972
OIL (MBBLS) 143 159 290 335
TOTAL PRODUCTION (MMCFE) 5,536 6,373 11,141 12,981
AVERAGE PRICE
GAS (PER MCF) $ 2.86 $ 2.42 $ 2.75 $ 2.45
OIL (PER BBL) 25.82 15.38 25.96 13.19
Mcfe 3.08 2.45 3.00 2.41
AVERAGE COSTS (PER MCFE)
PRODUCTION EXPENSE 0.84 0.73 0.84 0.69
PRODUCTION TAXES 0.09 0.07 0.09 0.07
DEPLETION 0.76 1.16 0.89 1.15
GROSS MARGIN (PER MCFE) 2.15 1.65 2.07 1.65
MMCF - MILLION CUBIC FEET MBBLS - MILLION BARRELS MMCFE - MILLION CUBIC FEET OF NATURAL GAS EQUIVALENT
MCF - THOUSAND CUBIC FEET BBL - BARREL MCFE - THOUSAND CUBIC FEET OF NATURAL GAS EQUIVALENT
</TABLE>
8
<PAGE> 11
RESULTS OF OPERATIONS - SECOND QUARTERS OF 2000 AND 1999 COMPARED
Operating income increased $3.1 million from $1.0 million in the second
quarter of 1999 to $4.1 million in the second quarter of 2000. This increase was
a result of a $4.4 million decrease in depreciation, depletion and amortization
expense offset by a $1.4 million decrease in operating margins. The net decrease
in operating margins was due to a decrease in oil and gas volumes sold as a
result of the sale of Peake and the natural production decline of the wells
partially offset by increases in the average price paid for the Company's oil
and gas. Net loss decreased $3.2 million from $4.9 million in the second quarter
of 1999 to $1.7 million in the second quarter of 2000. This decrease was the
result of the changes in operating income discussed above and a $1.9 million
decrease in interest expense offset by a $1.7 million decrease in the income tax
benefit primarily due to the decrease in loss before income taxes.
Earnings before interest, income taxes, depreciation, depletion,
amortization, exploration expense and other nonrecurring items ("EBITDAX")
decreased $1.0 million (7%) from $13.4 million in the second quarter of 1999 to
$12.4 million in the second quarter of 2000 primarily due to the decreased
operating margins discussed above.
Total revenues decreased $7.4 million (22%) in the second quarter of
2000 compared to the second quarter of 1999 due to the sale of the Company's
subsidiaries, Belden Energy Services Company ("BESCO") and Target Oilfield Pipe
and Supply ("TOPS"), in the second half of 1999, the sale of Peake in the first
quarter of 2000 and decreases in the volume of oil and natural gas sold. These
decreases were partially offset by increases in the average price paid for the
Company's oil and natural gas.
Oil volumes decreased 29,000 Bbls (17%) from 172,000 Bbls in the second
quarter of 1999 to 143,000 Bbls in the second quarter of 2000 resulting in a
decrease in oil sales of approximately $440,000. Gas volumes decreased 2.0 Bcf
(billion cubic feet) (30%) from 6.7 Bcf in the second quarter of 1999 to 4.7 Bcf
in the second quarter of 2000 resulting in a decrease in gas sales of
approximately $4.9 million. These volume decreases were due to the sale of Peake
in the first quarter of 2000, the natural production decline of the wells and
curtailment of drilling to minimum levels in 1999 due to capital constraints
caused by the reduction in the Company's borrowing base in 1999.
The average price paid for the Company's oil increased from $15.39 per
barrel in the second quarter of 1999 to $25.82 per barrel in the second quarter
of 2000 which increased oil sales by approximately $1.5 million. The average
price paid for the Company's natural gas increased $.45 per Mcf to $2.86 per Mcf
in the second quarter of 2000 compared to the second quarter of 1999 which
increased gas sales in the second quarter of 2000 by approximately $2.1 million.
As a result of the Company's hedging activities, gas sales for the second
quarter of 2000 decreased by approximately $2.7 million or $.58 per Mcf compared
to an increase of approximately $560,000 or $.08 per Mcf for the second quarter
of 1999.
Production expense decreased $651,000 (12%) from $5.3 million in the
second quarter of 1999 to $4.6 million in the second quarter of 2000 primarily
due to the sale of Peake. The average production cost increased from $.68 per
Mcfe in the second quarter of 1999 to $.84 per Mcfe in the second quarter of
2000 primarily due to decreased production volumes. Production taxes decreased
$229,000 (31%) from $749,000 in the second quarter of 1999 to $520,000 in the
second quarter of 2000 as a result of decreased oil and gas sales primarily due
to the sale of Peake.
Exploration expense increased by $417,000 (26%) from $1.6 million in
the second quarter of 1999 to $2.0 million in the second quarter of 2000
primarily due to an increase in dry hole expense of $555,000 as a result of the
Company's active drilling program in the second quarter of 2000. Drilling
9
<PAGE> 12
activity in 1999 was severely curtailed due to capital constraints caused by the
reduction in the Company's borrowing base.
General and administrative expense decreased from $1.5 million in the
second quarter of 1999 to $1.1 million in the second quarter of 2000 due to
decreases in employment and compensation related expenses.
Depreciation, depletion and amortization decreased by $4.4 million
(41%) from $10.7 million in the second quarter of 1999 to $6.3 million in the
second quarter of 2000. Depletion expense decreased approximately $4.1 million
(49%) from $8.3 million in the second quarter of 1999 to $4.2 million in the
second quarter of 2000. Depletion per Mcfe decreased from $1.07 per Mcfe in the
second quarter of 1999 to $.76 per Mcfe in the second quarter of 2000. These
decreases were primarily the result of decreased production volumes and a lower
amortization rate per Mcfe due to higher reserves resulting from higher oil and
gas prices.
Interest expense decreased $1.9 million from $8.6 million in the second
quarter of 1999 to approximately $6.7 million in the second quarter of 2000 due
to a decrease in average outstanding borrowings offset by higher blended
interest rates. The Company's interest expense was reduced by $26,000 in the
second quarter of 2000 and increased by $379,000 and in the second quarter of
1999 due to interest rate swaps.
RESULTS OF OPERATIONS - SIX MONTHS OF 2000 AND 1999 COMPARED
Operating income increased $6.3 million from $2.5 million in the first
six months of 1999 to $8.8 million in the first six months of 2000. This
increase was primarily the result of a $6.4 million decrease in depreciation,
depletion and amortization expense. Net income increased $15.0 million from a
net loss of $9.0 million in the first six months of 1999 to net income of $6.0
million in the first six months of 2000. This increase was the result of the
$13.2 million gain on the sale of Peake in March 2000, the $6.4 million decrease
in depreciation, depletion and amortization expense, a $2.0 million decrease in
interest expense and a $1.3 million gain on terminated interest rate swaps in
March 2000 offset by an increase in the provision for income tax of $7.6 million
primarily due to the increase in income before income taxes partially offset by
a lower effective state tax rate due to the sale of Peake. As a result of this
rate decrease, a deferred tax benefit of $817,000 was recorded in the first six
months of 2000 which reduced the effective tax rate from 36.2% to 26.3%.
EBITDAX decreased from $27.4 million in the first six months of 1999 to
$27.1 million in the first six months of 2000.
Total revenues decreased $14.9 million (21%) in the first six months of
2000 compared to the first six months of 1999 due to the sale of BESCO and TOPS
in the second half of 1999, the sale of Peake in the first quarter of 2000 and
decreases in the volume of oil and natural gas sold offset by increases in the
average price paid for the Company's oil and natural gas. Gross operating
margins decreased $248,000 in the first six months of 2000 compared to the first
six months of 1999.
Oil volumes decreased approximately 60,000 Bbls (17%) from 367,000 Bbls
in the first six months of 1999 to 307,000 Bbls in the first six months of 2000
resulting in a decrease in oil sales of approximately $800,000. Gas volumes
decreased 3.1 Bcf (23%) from 13.7 Bcf in the first six months of 1999 to 10.6
Bcf in the first six months of 2000 resulting in a decrease in gas sales of
approximately $7.5 million. These volume decreases were due to the natural
production decline of the wells, curtailment of drilling to minimum levels in
1999 due to capital constraints caused by the reduction in the Company's
borrowing base in 1999 and the sale of Peake in the first quarter of 2000.
10
<PAGE> 13
The average price paid for the Company's oil increased from $13.18 per
barrel in the first six months of 1999 to $25.91 per barrel in the first six
months of 2000 which increased oil sales by approximately $3.9 million. The
average price paid for the Company's natural gas increased $.34 per Mcf to $2.74
per Mcf in the first six months of 2000 compared to the first six months of 1999
which increased gas sales in the first six months of 2000 by approximately $3.6
million. As a result of the Company's hedging activities, gas sales for the
first six months of 2000 decreased by approximately $2.8 million or $.27 per Mcf
compared to an increase of approximately $1.8 million or $.14 per Mcf for the
first six months of 1999.
Production expense decreased approximately $310,000 (3%) from $10.4
million in the first six months of 1999 to $10.1 million in the first six months
of 2000. This decrease was primarily due to the sale of Peake partially offset
by increased employment and compensation related expenses. The average
production cost increased from $.65 per Mcfe in the first six months of 1999 to
$.81 per Mcfe in the first six months of 2000 primarily due to decreased
production volumes. Production taxes decreased $259,000 (17%) from $1.5 million
in the first six months of 1999 to $1.3 million in the first six months of 2000
as a result of decreased oil and gas sales primarily due to the sale of Peake.
Exploration expense decreased by $257,000 (8%) from $3.2 million in the
first six months of 1999 to $3.0 million in the first six months of 2000
primarily due to a decrease in employment and compensation related expense
partially offset by an increase in dry hole expense of $201,000 as a result of
the Company's active drilling program in the second quarter of 2000. Drilling
activity in 1999 was severely curtailed due to capital constraints caused by the
reduction in the Company's borrowing base.
General and administrative expense decreased by $615,000 (24%) from
$2.6 million in the first six months of 1999 to $2.0 million in the first six
months of 2000 due to decreases in employment and compensation related expenses.
Depreciation, depletion and amortization decreased by $6.4 million
(29%) from $21.7 million in the first six months of 1999 to $15.3 million in the
first six months of 2000. Depletion expense decreased $6.0 million (36%) from
$16.8 million in the first six months of 1999 to $10.8 million in the first six
months of 2000. Depletion per Mcfe decreased from $1.06 per Mcfe in the first
six months of 1999 to $.87 per Mcfe in the first six months of 2000. These
decreases were primarily the result of decreased production volumes and a lower
amortization rate per Mcfe due to higher reserves resulting from higher oil and
gas prices.
Interest expense decreased $2.0 million (12%) from $17.0 million in the
first six months of 1999 to $15.0 million in the first six months of 2000 due to
a decrease in average outstanding borrowings partially offset by higher blended
interest rates. The Company's interest expense was reduced by $55,000 in the
first six months of 2000 and increased by $685,000 in the first six months of
1999 due to interest rate swaps.
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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, 2000 was .80 to 1.00. During
the first six months of 2000, working capital deficit decreased $35.1 million
from a deficit of $43.0 million to a deficit of $7.9 million at June 30, 2000.
The decrease was primarily due to a decrease in the current portion of long-term
liabilities of $36.8 million. The Company's operating activities provided cash
flows of $12.8 million during the first six months of 2000.
In June 2000, the Company entered into a non-binding letter agreement
to obtain a new credit facility or amend the existing credit facility (the "new
credit facility") to provide the Company with revolving credit loans of up to
$125 million from a financial institution. The new credit facility will assume
or be used to repay outstanding loans under the Company's existing revolving
credit facility of approximately $45 million; repay existing term loans of $14
million to Chase Manhattan Bank due January 1, 2001; pay fees associated with
obtaining the facility and for general corporate purposes.
The new credit facility will be secured by providing a security
interest in at least 85% of the Company's assets and be subject to a periodic
borrowing base determination. The borrowing base will be equal to (i) 65% of the
value of the Company's proved developed producing reserves; (ii) 45% of the
value of the Company's proved developed non-producing reserves; and (iii) 40% of
the value of the Company's proved undeveloped reserves. The price forecast used
for calculation of the future net income from proved reserves will be the
three-year NYMEX strip for oil and natural gas as of the date of the reserve
report. After three years prices will be held constant.
The new credit facility will mature two years after that facility is
initiated and will bear interest at two to three percentage points above Chase
Manhattan Bank's published prime interest rate depending upon the amount
outstanding. The Company is currently in final negotiations with the financial
institution and expects to complete the credit facility in August 2000.
However, there is no assurance that the Company will complete the new credit
facility.
On March 21, 2000, the Company and its bank group amended the existing
revolving credit agreement to establish a borrowing base of $62.7 million and to
forego the May 2000 borrowing base redetermination. The next scheduled borrowing
base redetermination is in November 2000. Future borrowing base revisions
require approval from all lenders.
At June 30, 2000, the outstanding balance under the existing credit
agreement was $45 million. The outstanding balances under the agreement incur
interest at the Company's choice of several indexed rates, the most favorable
being 9.39% at June 30, 2000. In addition to its revolving credit facility the
Company has $14 million in term loans outstanding from Chase Manhattan Bank with
interest payable at LIBOR plus 2.5% which are due on January 1, 2001. If the
bank group materially reduces the borrowing base in November 2000 any borrowing
base deficiency must be repaid within thirty days of the effective date of the
redetermination. There is no assurance that the Company could meet such required
repayment obligation. The Company expects to be able to meet its 2000 debt
service requirements through internally generated cash flow, the sale of non
strategic assets and additional debt.
The existing credit agreement requires the Company to maintain or meet
specified financial ratios and tests. The consolidated interest expense and
EBITDAX used for the covenant calculations at each period will be calculated on
a pro forma basis as if the Peake sale had occurred on the first day of each
period. The Company is required to maintain a senior debt interest coverage
ratio of at least 3.50 to 1.00, a senior debt leverage ratio of less than 3.50
to 1.00 and a minimum EBITDAX of at least $36 million
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<PAGE> 15
for each trailing four quarter period. The agreement also requires a minimum
working capital ratio of 1.00 to 1.00. As of June 30, 2000, the Company's
working capital ratio was .80 to 1.00. The Company and its lenders have agreed
to include the Company's available borrowing base and exclude the current
portion of certain long-term debt from this calculation. After making these
adjustments the working capital ratio as of June 30, 2000 was 1.91 to 1.00. The
Company satisfied all financial covenants as of June 30, 2000.
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 is exchanged for a fixed
interest rate. At December 31, 1999, the Company had interest rate swap
arrangements covering $120 million of debt. On March 21, 2000, the Company
terminated swaps totaling $80 million which resulted in a gain of $1.3 million.
At June 30, 2000, the Company had remaining swap arrangements covering $40
million of debt which terminate in October 2000 unless extended at the
institution's option for an additional two years.
The Company currently expects to spend approximately $22 million during
2000 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, the sale of non strategic assets, available revolving
credit line and additional debt. The level of the Company's cash flow in the
future will depend on a number of factors including the demand for and price
levels of oil and gas, the scope and success of its drilling activities and its
ability to acquire additional producing properties.
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 Mercantile 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 loss on its
hedging activities of $2.7 million in the second quarter of 2000 and a pretax
gain of $561,000 in the second quarter of 1999.
At June 30, 2000, the Company had unrealized losses associated with
terminated financial hedges of $2.2 million. At June 30, 2000, the Company had
open futures contracts covering 2.65 Bcf of 2000 and 1.15 Bcf of 2001 natural
gas production at a weighted average NYMEX price of $3.58 per Mcf which in
aggregate represented an unrealized loss of $2.6 million. Also at June 30, 2000,
the Company had fixed-price contracts to deliver 4.2 Bcf of 2000 natural gas
production at a weighted average wellhead price of $3.53 per Mcf, and 4.4 Bcf of
2001 natural gas production at a weighted average wellhead price of $3.43
per Mcf.
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 availability of capital,
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 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.
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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
On April 3, 2000, the Company filed a Current Report on Form
8-K/A dated March 17, 2000 to provide pro forma financial information in
connection with the Company's sale of the stock of Peake Energy, Inc., a wholly
owned subsidiary.
On July 27, 2000, the Company filed a Current Report on Form
8-K dated July 18, 2000 relating to a non-binding letter agreement to obtain a
credit facility of up to $125 million and to the evaluation of the Company's
proved oil and natural gas reserves at July 1, 2000 by Wright & Company, Inc.,
independent petroleum engineers.
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SIGNATURES
--------------------------------------------------------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
BELDEN & BLAKE CORPORATION
Date: August 10, 2000 By: /s/ John L. Schwager
------------------------- -----------------------------
John L. Schwager, Director, President
and Chief Executive Officer
Date: August 10, 2000 By: /s/ Robert W. Peshek
------------------------- -----------------------------
Robert W. Peshek, Vice President
and Chief Financial Officer
15
