UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the period ended September 30, 1998
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission File Number 1-12396
THE BEARD COMPANY
(Exact name of registrant as specified in its charter)
Oklahoma 73-0970298
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Enterprise Plaza, Suite 320
5600 North May Avenue
Oklahoma City, Oklahoma 73112
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (405) 842-2333
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. Yes
[X] No [ ]
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of October 31, 1998.
Common Stock $.001 par value 2,572,789
<PAGE>
THE BEARD COMPANY
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets - September 30, 1998 (Unaudited) and
December 31, 1997
Statements of Operations - Three Months and Nine Months
ended September 30, 1998 and 1997 (Unaudited)
Statements of Shareholders' Equity, Year ended
December 31, 1997 and Nine Months ended
September 30, 1998 (Unaudited)
Statements of Cash Flows - Nine Months ended
September 30, 1998 and 1997 (Unaudited)
Notes to Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
PART II. OTHER INFORMATION
Item 2. Changes in Securities
Item 6. Exhibits and Reports on Form 8-K
Signatures
FORWARD LOOKING STATEMENTS
This document contains "forward looking statements" as defined
by the Securities Litigation Reform Act of 1995. These statements
should be read in conjunction with the cautionary statements included
in this document, including those found under "Item 2. Management's
Discussion and Analysis of Financial Condition and Results of Operations."
<PAGE>
PART I. FINANCIAL INFORMATION.
Item 1. Financial Statements
<TABLE>
THE BEARD COMPANY AND SUBSIDIARIES
Balance Sheets
September 30, 1998 (Unaudited) and December 31, 1997
<CAPTION>
September 30, December 31,
Assets 1998 1997
------------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 6,299,000 $ 13,955,000
Accounts receivable, less allowance
for doubtful receivables of $80,000
in 1998 and $75,000 in 1997 3,103,000 1,654,000
Other receivables (note 2) - 1,000,000
Inventories 365,000 227,000
Prepaid expense 217,000 84,000
Other assets 267,000 11,000
------------ ------------
Total current assets 10,251,000 16,931,000
Investments and other assets 2,061,000 1,580,000
Property, plant and equipment, at cost 33,458,000 6,247,000
Less accumulated depreciation, depletion
and amortization 4,648,000 4,300,000
------------ ------------
Net property, plant and equipment 28,810,000 1,947,000
Intangible assets, at cost 869,000 828,000
Less accumulated amortization 51,000 334,000
------------ ------------
Net intangible assets 818,000 494,000
------------ ------------
$ 41,940,000 $ 20,952,000
============ ============
Liabilities and Shareholders' Equity
Current liabilities:
Trade accounts payable $ 1,280,000 $ 533,000
Accrued expenses (note 2) 1,950,000 892,000
Income taxes payable 164,000 541,000
Redeemable preferred stock purchase
and redemption obligation - 4,005,000
Other obligations (note 2) - 900,000
Current maturities of long-term debt
(note 3) 24,096,000 136,000
------------- ------------
Total current liabilities 27,490,000 7,007,000
Long-term debt, less current maturities 2,165,000 519,000
Minority interest in consolidated
subsidiaries 92,000 104,000
Redeemable preferred stock of $100
stated value; 5,000,000 shares
authorized; 27,838 shares issued and
outstanding (note 4) 889,000 889,000
Common shareholders' equity:
Common stock of $.001 par value per share;
10,000,000 shares authorized;
2,832,129 shares issued in 1998 and
1997 3,000 3,000
Capital in excess of par value 37,762,000 37,911,000
Accumulated deficit (25,162,000) (23,962,000)
Treasury stock, 259,340 and 303,890
shares, at cost, in 1998 and 1997,
respectively (note 7) (1,299,000) (1,519,000)
------------ ------------
Total common shareholders' equity 11,304,000 12,433,000
------------ ------------
Commitments and contingencies (note 8)
$ 41,940,000 $ 20,952,000
============ ============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
THE BEARD COMPANY AND SUBSIDIARIES
Statements of Operations
(Unaudited)
<CAPTION>
For Three Months Ended For Nine Months Ended
---------------------------- ----------------------------
September 30, September 30, September 30, September 30,
1998 1997 1998 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues:
Coal reclamation $ 3,929,000 $ - $ 4,560,000 $ -
Interstate travel facilities 1,601,000 - 2,908,000 -
Carbon dioxide 150,000 122,000 467,000 378,000
Environmental remediation 7,000 - 7,000 13,000
Other 11,000 12,000 28,000 36,000
------------- ------------- ------------- -------------
5,698,000 134,000 7,970,000 427,000
Expenses:
Coal reclamation (exclusive of
depreciation, depletion and
amortization shown separately
below) 2,373,000 29,000 2,636,000 90,000
Interstate travel facilities
(exclusive of depreciation,
depletion and amortization
shown separately below) 1,527,000 - 2,836,000 -
Carbon dioxide (exclusive of
depreciation, depletion
and amortization shown
separately below) 28,000 25,000 97,000 80,000
Environmental remediation
(exclusive of depreciation, depletion
and amortization shown
separately below) 56,000 25,000 133,000 73,000
Selling, general and administrative 904,000 271,000 2,010,000 825,000
Depreciation, depletion & amortization 485,000 14,000 581,000 40,000
Other, principally corporate 27,000 7,000 41,000 23,000
------------- ------------- ------------- -------------
5,400,000 371,000 8,334,000 1,131,000
Operating profit (loss):
Coal reclamation 679,000 (66,000) 781,000 (209,000)
Interstate travel facilities (94,000) - (290,000) -
Carbon dioxide 115,000 90,000 347,000 280,000
Environmental remediation (65,000) (33,000) (151,000) (80,000)
Other, principally corporate (337,000) (228,000) (1,051,000) (695,000)
------------- ------------- ------------- -------------
298,000 (237,000) (364,000) (704,000)
Other income (expense):
Interest income 88,000 2,000 332,000 6,000
Interest expense (528,000) (49,000) (587,000) (120,000)
Gain on sale of assets 6,000 - 10,000 50,000
Equity in earnings of
unconsolidated affiliates 62,000 51,000 261,000 199,000
Minority interest in operations
of consolidated subsidiaries 37,000 - 90,000 -
Other 3,000 (31,000) 4,000 (77,000)
------------- ------------- ------------- -------------
(332,000) (27,000) 110,000 58,000
------------- ------------- ------------- -------------
Loss from continuing operations
before income taxes (34,000) (264,000) (254,000) (646,000)
Income taxes (note 6) (10,000) (28,000) (66,000) (45,000)
------------- ------------- ------------- -------------
Loss from continuing operations (44,000) (292,000) (320,000) (691,000)
Discontinued operations (note 2):
Earnings (loss) from discontinued
operations - 246,000 (424,000) 242,000
Estimated loss from discontinuing
other environmental services
activities - - (624,000) -
Gain from discontinued dry ice
business 168,000 - 168,000 -
------------- ------------- ------------- -------------
Earnings (loss) from discontinued
operations 168,000 246,000 (880,000) 242,000
------------- ------------- ------------- -------------
Net earnings (loss) $ 124,000 $ (46,000) $ (1,200,000) $ (449,000)
============= ============= ============= =============
Net earnings (loss) attributable
to common shareholders $ 124,000 $ (46,000) $ (1,200,000) $ (449,000)
============= ============= ============= =============
Net earnings (loss) per average common share outstanding:
Basic and diluted:
Loss from continuing operations $ (0.02) $ (0.10) $ (0.12) $ (0.25)
Earnings (loss) from discontinued
operations 0.07 0.08 (0.35) 0.09
------------- ------------- -------------- -------------
Net earnings (loss) $ 0.05 $ (0.02) $ (0.47) $ (0.16)
============= ============= ============= =============
Weighted average common shares
outstanding - basic and diluted 2,568,000 2,805,000 2,542,000 2,801,000
============= ============= ============= =============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
THE BEARD COMPANY AND SUBSIDIARIES
Statements of Shareholders' Equity
<CAPTION>
Total
Capital in Common
Common Excess of Accumulated Treasury Shareholders'
Stock Par Value Deficit Stock Equity
---------- ------------- ------------- --------- -------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1996 $ 3,000 $ 41,629,000 $ (32,976,000) $ - $ 8,656,000
Net earnings, year ended December
31, 1997 - - 9,014,000 - 9,014,000
Issuance of 33,055 shares of
common stock - 71,000 - - 71,000
Purchase of 303,890 shares of
common stock - - - (1,519,000) (1,519,000)
Accretion of preferred stock - (3,789,000) - - (3,789,000)
---------- ------------- ------------- ----------- ------------
Balance, December 31, 1997 3,000 37,911,000 (23,962,000) (1,519,000) 12,433,000
Net loss, nine months ended
September 30, 1998 (unaudited) - - (1,200,000) - (1,200,000)
Sale of 37,500 shares of
treasury stock (unaudited) - (112,000) - 188,000 76,000
Net exchange of 8,050 shares
of treasury stock for stock
option exercises (unaudited) - (37,000) - 37,000 -
Purchase of 1,000 shares of
common stock (unaudited) - - - (5,000) (5,000)
---------- -------------- ------------- ----------- -----------
Balance, September 30, 1998
(unaudited) $ 3,000 $ 37,762,000 $ (25,162,000) $(1,299,000) $11,304,000
========== ============== ============= =========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
THE BEARD COMPANY AND SUBSIDIARIES
Statements of Cash Flows
(Unaudited)
<CAPTION>
For the Nine Months Ended
--------------------------------------
September 30,1998 September 30,1997
----------------- -----------------
<S> <C> <C>
Operating activities:
Cash received from customers $ 9,728,000 $ 16,053,000
Cash paid to suppliers and employees (10,587,000) (14,306,000)
Interest received 421,000 -
Interest paid (148,000) 6,000
Taxes paid (243,000) (277,000)
-------------- --------------
Net cash provided by (used in)
operating activities (829,000) 1,476,000
-------------- --------------
Investing activities:
Acquisition of property, plant and
equipment (1,873,000) (1,138,000)
Proceeds from sale of business 1,000,000 -
Proceeds from sale of assets 170,000 81,000
Purchase of minority interest (900,000) -
Acquisition of travel facilities,
net of cash acquired of $49,000 (763,000) -
Other (123,000) 82,000
-------------- --------------
Net cash used in investing activities (2,489,000) (975,000)
-------------- --------------
Financing activities:
Proceeds from line of credit
and term notes 875,000 1,729,000
Payments on line of credit
and term notes (1,279,000) (1,916,000)
Proceeds from issuance of stock 76,000 40,000
Purchase of common stock (5,000) -
Preferred stock repurchase (4,005,000) -
-------------- --------------
Net cash used in financing activities (4,338,000) (147,000)
-------------- --------------
Net increase (decrease) in cash and
cash equivalents (7,656,000) 354,000
Cash and cash equivalents at beginning
of period 13,955,000 375,000
-------------- --------------
Cash and cash equivalents at end
of period $ 6,299,000 $ 729,000
============== ==============
</TABLE>
<TABLE>
THE BEARD COMPANY AND SUBSIDIARIES
Statements of Cash Flows
(Unaudited)
Reconciliation of Net loss to Net Cash Provided by (Used in) Operating
Activities
<CAPTION>
For the Nine Months Ended
----------------------------------------
September 30, 1998 September 30, 1997
------------------ ------------------
<S> <C> <C>
Net loss $ (1,200,000) $ (449,000)
Adjustments to reconcile net
loss to net cash provided by
(used in) operating activities:
Depreciation, depletion and amortization 822,000 1,133,000
Gain on sale of assets (10,000) (62,000)
Equity in earnings of unconsolidated
affiliates (261,000) (199,000)
Loss from discontinued operations 624,000 -
Net cash used by discontinued operations
offsetting accrued impairment loss (213,000) -
Impairment of assets - 90,000
Interest and other costs recognized
on real estate project - 359,000
Minority interest in operations of
consolidated subsidiaries (194,000) (65,000)
Other 7,000 54,000
Increase in accounts receivable,
prepaids and other current assets (1,680,000) (476,000)
Decrease in inventories 16,000 1,065,000
Increase in accounts payable, accrued
expenses and other liabilities 1,260,000 26,000
--------------- --------------
Net cash provided by (used in)
operating activities $ (829,000) $ 1,476,000
=============== ==============
Supplemental Schedule of Noncash
Investing and Financing Activities:
Purchase of travel facilities
through the sale of a subsidiary's
common stock $ 181,000 $ -
=============== ==============
Purchase of travel facilities
through the issuance of a
debt obligation and assumption
of debt obligations $ 1,743,000 $ -
=============== ==============
Sale of property, plant and
equipment for notes receivable $ 326,000 $ 87,000
=============== ==============
Purchase of property, plant
and equipment through the
issuance of debt obligations $ 24,652,000 $ 67,000
=============== ==============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE BEARD COMPANY AND SUBSIDIARIES
Notes to Financial Statements
September 30, 1998 and 1997
(Unaudited)
(1) Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements and notes thereto have been
prepared pursuant to the rules and regulations of the Securities and
Exchange Commission. Accordingly, certain footnote disclosures
normally prepared in accordance with generally accepted accounting
principles have been omitted. The accompanying financial statements
and notes thereto should be read in conjunction with the audited
consolidated financial statements and notes thereto included in
Beard's 1997 annual report on Form 10-K.
The accompanying financial statements include the accounts of The
Beard Company and its wholly and majority-owned subsidiaries in which
The Beard Company has a controlling financial interest ("Beard or the
Company"). All significant intercompany transactions have been
eliminated in the accompanying financial statements. The Company owns
80% of the outstanding common stock of Cibola Corporation, a natural
gas marketing company, but does not consolidate the assets,
liabilities, revenues or expenses of Cibola because Cibola's assets
are controlled by the minority common stockholders and preferred
stockholders of Cibola. The Company earned $64,000 and $192,000 for
the three and nine-month periods ended September 30, 1998,
respectively, and $39,000 and $110,000 for the same periods in 1997,
of pretax income from its ownership interest in Cibola.
The financial information included herein is unaudited; however, such
information reflects solely normal recurring adjustments which are,
in the opinion of management, necessary for a fair statement of the
results for the interim periods presented.
The results of operations for the three and nine-month periods
September 30, 1998, are not necessarily indicative of the results to
be expected for the full year.
The Company currently operates within four segments: (1) the coal
reclamation ("CR") Segment, consisting of coal reclamation activities
and services related to the Company's patented Mulled Coal Technology
(the "M/C Technology"), (2) the interstate travel facilities ("ITF")
Segment, consisting of businesses, such as service stations,
convenience stores, restaurants and a truck wash, geared to the needs
of the interstate highway traveler, (3) the carbon dioxide ("CO2")
Segment, which consists of the production of CO2 gas, and (4) the
environmental remediation ("ER") Segment, consisting of the
remediation of creosote and polycyclic aromatic hydrocarbon ("PAH")
contamination. The Company also owns 40% of a joint venture involved
in the extraction, production and sale of crude iodine.
The Company also operated in (i) the dry ice (solid CO2) manufacturing
and distribution business, included in the CO2 Segment which was
discontinued through sale in October of 1997 and (ii) the
environmental/resource recovery ("E/RR") Segment which the Company
elected to restructure pursuant to a plan adopted by the Company's
Board of Directors in August, 1998. (See note 2 below). The resource
recovery activities conducted by Beard Technologies, Inc. and its
affiliates now comprise the CR Segment of the Company. The
environmental remediation activities conducted by ISITOP, Inc. now
comprise the ER Segment. As discussed in note 2 below, the Company's
Board of Directors adopted a formal plan to discontinue its other
environmental services operations (the "Other E/S Operations"),
conducted principally by Whitetail Services, Inc. ("Whitetail") and
Horizontal Drilling Technologies, Inc. ("HDT").
The Company adopted Statement of Financial Accounting Standards
("SFAS") No. 130, "Reporting Comprehensive Income," on January 1,
1998. SFAS No. 130 was effective for fiscal years beginning after
December 15, 1997. SFAS No. 130 establishes standards for reporting
and display of "comprehensive income" and its components in a set of
financial statements. It requires that all items that are required
to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements. The
Company had no items of comprehensive income not included in net
income (loss) during the three and nine-months ended September 30,
1998 and 1997, therefore, a statement of comprehensive income has not
been presented in the accompanying financial statements.
(2) Discontinued Operations
In August, 1998, the Company's Board of Director's adopted a formal
plan to restructure the E/RR Segment (see note 1) and to discontinue
the Other E/S Operations. Accordingly, the results of the Other E/S
Operations have been reported as discontinued for all periods
presented in the accompanying statements of operations. Revenues and
losses from discontinued operations for the nine months ended
September 30, 1998, were $1,706,000 and $424,000, respectively.
Revenues and losses for the three and nine-months ended September 30,
1997 were $1,557,000 and $130,000, and $4,068,000 and $389,000,
respectively. Losses from discontinued operations approximated
$213,000 during the third quarter ended September 30, 1998, and
reduced the accrued liability established in the second quarter for
such losses by a corresponding amount.
As of September 30, 1998, the significant assets related to the Other
E/S Operations consist primarily of equipment and accounts and notes
receivable with a recorded value of $1,244,000. The significant
liabilities related to the Other E/S Operations consist of trade
accounts payables and accrued expenses totaling $129,000.
Included in the accompanying statements of operations for the nine-months
ended September 30, 1998, is a $624,000 estimated loss expected
from the discontinuation of the Other E/S Operations. $534,000 of the
loss represents the difference in the estimated amounts to be received
from disposing of the Other E/S Operations' assets and the assets'
recorded values as of June 30, 1998. $455,000 of the loss represents
anticipated operating losses until disposal of such assets has been
completed. Offsetting the expected losses is a $365,000 gain from
early extinguishment of an obligation to the former owner of HDT. The
obligation was originally incurred by the Company as a result of its
acquisition of 80% of HDT's outstanding common stock and was payable
only from 80% of the cash flows (prescribed under the obligation
agreement) of HDT and Whitetail. The gain represents the discounted
obligation balance as of June 30, 1998.
During the three months ended September 30, 1998, the Company sold a
portion of the Other E/S Operations equipment for a total price of
$457,000. The Company anticipates disposing of the remaining assets
by June 30, 1999.
In October 1997, the Company sold the business and substantially all
of the assets of Carbonic Reserves, an 85%-owned subsidiary involved
in the manufacturing and distribution of solid CO2 ("solid CO2
segment") for cash of $19,375,000 and the assumption of certain
liabilities valued at $2,813,000 (the "Asset Sale").
The gain on the Asset Sale was $11,014,000 (after applicable income
taxes of $522,000). Results of operations of the solid CO2 segment
have been reported as discontinued operations for the three and nine-month
periods ended September 30, 1997 in the accompanying statements
of operations. Revenues applicable to the discontinued solid CO2
segment operations were $4,061,000 and $10,614,000 for the three and
nine-month periods ended September 30, 1997, respectively. The
earnings from the discontinued solid CO2 segment were $376,000 and
$631,000 for the three and nine-month periods ended September 30,
1997, respectively. During the third quarter of 1998, the Company
determined it overestimated its state income tax liability thereby
reducing the gain recognized in October 1997 from the Asset Sale by
$168,000. The Company reduced its estimated state income tax
liability and recognized an additional $168,000 gain on the Asset Sale
in the third quarter of 1998. The gain is presented in discontinued
operations in the accompanying statement of operations.
Pursuant to the closing of the Asset Sale, the Company received
$18,375,000 in cash. The remaining $1,000,000 cash proceeds were held
back (the "Holdback") to offset certain post closing adjustments for
a maximum of 150 days from the closing date and was included in other
receivables on the balance sheet as of December 31, 1997. The Company
received the entire Holdback amount from the purchaser on March 12,
1998.
Concurrent with the Asset Sale, the Company agreed to purchase the
Carbonic Reserves minority shareholder's common stock for $900,000,
which was paid by the Company in January 1998. The stock purchase
obligation was included in other current obligations on the balance
sheet as of December 31, 1997 and reduced the related gain.
As of September 30, 1998, the solid CO2 segment had no significant
assets. The liabilities of the solid CO2 segment consisted of accrued
income and sales taxes of $126,000 and approximately $155,000 of
employee severance compensation.
(3) Acquisitions; Operating Agreements
ITF Segment
On February 9, 1998, the Company, through a newly formed subsidiary,
Interstate Travel Facilities, Inc. ("ITF"), purchased two travel
facilities located along Interstate Highway I-40 in eastern Oklahoma
for a cash consideration of $490,000. Both travel facilities are
geared toward the needs of interstate highway travelers and each
included a service station, convenience store and a restaurant. The
fair value of identifiable tangible and intangible net assets acquired
approximated $628,000 on the acquisition date. The excess of the fair
value of the travel facilities' assets acquired over the purchase
price has been reallocated among the long-lived assets acquired.
On February 27, 1998, ITF acquired two additional travel facilities
and an undeveloped parcel of land located along Interstate Highway I-35
in central Oklahoma. These travel facilities are also geared
toward the needs of interstate highway travelers. The first travel
facility includes a service station, convenience store and a
restaurant. The second travel facility includes a service station and
a convenience store. The purchase price consisted of cash of
$322,000; a fifteen-year, unsecured, 5.93% $544,000 promissory note,
valued at $407,000 (discounted using a 10% interest rate); the
assumption by ITF of three mortgage notes payable approximating
$1,336,000, owed by the former owner of the facilities; and 20% of the
Company's ownership in ITF, valued at $181,000. The three notes
assumed by ITF are secured by the travel facilities' assets, bear
interest at rates ranging from 9% to 10.5%, and mature from 2010
through 2013. The fair value of identifiable tangible and intangible
net assets acquired approximated $1,489,000 on the acquisition date.
The $757,000 excess purchase price over the fair value of the assets
acquired has been recorded as goodwill and is being amortized on a
straight-line basis over 15 years.
On May 20, 1998, ITF acquired the assets of a truck wash located along
Interstate Highway I-44 in Tulsa, Oklahoma for $699,000. The facility
consists of two inside truck washing bays. The Company financed
$576,000 of the asset acquisition with a fifteen-year, 8.5% promissory
note. The note is secured by the acquired assets. The fair value of
the identifiable tangible assets approximated $870,000 on the
acquisition date. The excess of the fair value of the assets acquired
over the purchase price has been reallocated among the long-lived
assets acquired.
CR Segment
On June 30, 1998, the Company, through a newly formed subsidiary,
Beard Mining, L.L.C. ("BMLLC"), acquired coal fines extraction and
beneficiation equipment ("the Equipment") located at six coal slurry
impoundment sites for a preliminary purchase price estimated to be
$24,000,000. The definitive purchase price cannot be ascertained
until the seller of the Equipment provides BMLLC with a final
accounting of the cost of certain components and installation of the
Equipment. BMLLC is financing the purchase with a $24,000,000 loan
which requires principal payments of approximately $136,000 a month
through July 1, 1999, at which time the remaining balance becomes due.
The note is secured solely by the Equipment and bears interest at a
per annum rate of 8%. BMLLC leases the Equipment to Beard
Technologies, Inc. ("BTI"), which is operating and maintaining the
Equipment and six briquetting plants for six limited liability
companies (the "LLC's"), each of which is a subsidiary of the
noteholder. The noteholder has released the Company and BTI in
connection with any claim resulting from the inaccuracy of any
representation or warranty made by BMLLC in any loan document, or
BMLLC's breach or failure to perform or satisfy any covenant,
agreement, obligation or condition in any loan document, except with
respect to claims arising from fraud or willful misconduct by BTI or
the Company and the noteholder's right to obtain BTI's ownership
interest in BMLLC pursuant to a Pledge and Security Agreement from BTI
to the noteholder. But for those exceptions, the noteholder has no
recourse against the Company or BTI in connection with any default by
BMLLC under any loan document. The Company does not anticipate a
special charge in the event of termination since the book value of the
equipment would approximate the principal balance of the indebtedness.
The monthly lease payments equal the monthly payments due under the
promissory note (except the final balloon payment) and are reimbursed
costs by the LLC's under BTI's operating agreements with the LLC's.
Concurrently with BMLLC's acquisition of the Equipment, BTI entered
into operating agreements with the LLC's to provide services for which
it is being compensated under a cost-plus arrangement pursuant to
which it will receive a minimum profit of $100,000 per month so long
as the contracts remain in effect. At the request of MCN Energy
Group, Inc. ("MCN"), the parent company of the noteholder, the Company
agreed to modify the operating agreements pursuant to which BTI is
operating the plants located at the six coal slurry impoundment sites
for the LLC's. As a result of the modification the cost-plus
arrangement, whose initial term expires December 31, 1998, will
continue thereafter on a month-to-month basis until terminated by
either party. The Company has guaranteed the performance of BTI's
obligations under the operating agreements, but the Company has no
liability under its guaranty unless BTI's failure to perform resulted
from BTI's gross negligence, willful misconduct, improper handling or
disbursement of funds, or failure to refund any overpayment to BTI by
any of the six LLC's. The operating agreements provide that, solely
for determining BTI's compensation thereunder, the agreements are
deemed to have been effective April 1, 1998.
Recently MCN announced that it was taking in the third quarter a
special charge to write-down its coal fines briquetting project in the
amount of $133,782,000 pre-tax ($86,959,000 net of taxes).
As a result of MCN's writedown of the project, it is possible they
will not continue with the project. Although termination would likely
cause a sharp diminution of revenues and operating profits for
approximately 12 to 18 months, the Company nonetheless would expect
thereafter to achieve profitability as (i) other coal projects are
developed and (ii) as the Company's other segments improve their
profitability. The Company believes that it would have adequate
liquidity and working capital to allow for 24 to 36 months to achieve
profitability or adequate cash flow. Nevertheless, there can be no
assurance that profitable projects will materialize, that other
segments will be profitable or that expenses will not exceed planned
expenditures and result in illiquidity.
The above acquisitions have been accounted for by the purchase method
and accordingly, the results of operations of the travel facilities
and other acquired assets have been included in the Company's
financial statements from their acquisition dates.
The Company currently has been unable to obtain historical financial
operating information relating to the acquired travel facilities. The
truck wash and coal fines extraction and beneficiation equipment
assets acquired were either not operating or not commercially
operating prior to the purchase of these assets. Accordingly, no pro
forma financial information has been reported in the accompanying
financial statements.
(4) Redeemable Preferred Stock
The Company's preferred stock is mandatorily redeemable through
December 31, 2002, from one-third of Beard's "consolidated net income"
as defined. Accordingly, one-third of future "consolidated net
income" will accrete directly to preferred stockholders and reduce
earnings per common share. The Company's 1998 operations through
September 30 were not sufficient to begin the sharing of the
consolidated net income. To the extent that the preferred stock is
not redeemed by December 31, 2002, the shares of preferred stock can
be converted into shares of the Company's common stock.
(5) Earnings (loss) Per Share
Basic earnings (loss) per share data is computed by dividing income
available to common shareholders by the weighted average number of
common shares outstanding for the period. Diluted earnings (loss) per
share reflects the potential dilution that could occur if the
Company's outstanding stock options were exercised (calculated using
the treasury method) and if the Company's preferred stock were
converted to common stock.
Diluted earnings (loss) per share in the statements of operations
exclude potential common shares issuable upon conversion of redeemable
preferred stock or exercise of stock options as a result of losses
from continuing operations for all periods presented.
(6) Income Taxes
In accordance with the provisions of the Statement of Financial
Accounting Standard No. 109, Accounting for Income Taxes ("SFAS No.
109"), the Company's net deferred tax asset is being carried at zero
book value, which reflects the uncertainties of the Company's
utilization of the future net deductible amounts. The provision for
income taxes for the three-month period ended September 30, 1998
consists of $10,000 in state income taxes. The provision for the
nine-month period ended September 30, 1998 consists of federal
alternative minimum tax of $36,000 and state income tax of $30,000.
The provision in the statements of operations for the three and nine-
month periods ending September 30, 1997 consists of $28,000 and
$45,000 in federal alternative minimum tax, respectively. There was
no provision for regular federal income taxes for the three and nine-month
periods in 1998 and 1997 due to the availability of net operating loss
and other carryforwards.
At September 30, 1998, the Company estimates that it had the following
income tax carryforwards available for future use (in thousands):
<TABLE>
<CAPTION>
Expiration
Date Amount
------------------------------
<S> <C> <C>
Federal regular tax operating
loss carryforwards 2004-2010 $51,768
Investment tax credit
carryforward 1998-2000 441
Tax depletion carryforward Indefinite 5,500
</TABLE>
(7) Equity
On September 23, 1998, the Company's Board of Directors approved a
stock repurchase program allowing the Company to repurchase up to
200,000 shares of its common stock. The stock repurchase program has
no time limitation. As of November 13, 1998, the Company had
repurchased 27,200 shares pursuant to such authorization at a total
cost of $136,000.
(8) Commitments and Contingencies
In the normal course of business various actions and claims have been
brought or asserted against the Company. Management does not consider
them to be material to the Company's financial position, liquidity or
results of operations.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following discussion focuses on material changes in the Company's
financial condition since December 31, 1997 and results of operations
for the quarter ended September 30, 1998 compared to the prior year
third quarter and the nine months ended September 30, 1998 compared to
the prior year nine months. Such discussion should be read in
conjunction with the Company's financial statements including the
related footnotes.
In preparing the discussion and analysis, the Company has presumed
readers have read or have access to the discussion and analysis of the
prior year's results of operations, liquidity and capital resources as
contained in the Company's 1997 Form 10-K.
The Company currently operates within four segments: (1) the coal
reclamation ("CR") Segment, consisting of coal reclamation activities
and services related to the Company's patented Mulled Coal Technology
(the "M/C Technology"); (2) the interstate travel facilities ("ITF")
Segment, consisting of businesses, such as service stations, convenience
stores, restaurants and a truck wash, geared to the needs of the
interstate highway traveler; (3) the carbon dioxide ("CO2") Segment,
which consists of the production of CO2 gas; and (4) the environmental
remediation ("ER") Segment, consisting of the remediation of creosote
and polycyclic aromatic hydrocarbon ("PAH") contamination. The Company
also has other operations, including a 40% minority-ownership investment
in a joint venture for the extraction, production and sale of crude
iodine.
The Company also operated in (i) the dry ice (solid CO2)
manufacturing and distribution business, included in the CO2 Segment
which was discontinued in October of 1997 and (ii) the
environmental/resource recovery ("E/RR") Segment which the Company
restructured pursuant to a plan adopted by the Company's Board of
Directors in August, 1998. The coal reclamation activities conducted by
Beard Technologies, Inc. and Beard Mining, L. L. C. now comprise the CR
Segment of the Company. The environmental remediation activities
conducted by ISITOP, Inc. now comprise the ER Segment. As discussed in
Note 2 to the financial statements, the Company's Board of Directors
adopted a formal plan in August, 1998 to discontinue the other
environmental services operations (the "Other E/S Operations") conducted
principally by Whitetail Services, Inc. and Horizontal Drilling
Technologies, Inc.
Material changes in financial condition - September 30, 1998 as
compared with December 31, 1997.
The following table reflects changes in the Company's financial
condition during the periods indicated:
<TABLE>
<CAPTION>
September 30, December 31, Increase
1998 1997 (Decrease)
------------- ------------ ----------
<S> <C> <C> <C>
Cash and cash equivalents $ 6,299,000 $ 13,955,000 $ (7,656,000)
Working capital $ (17,239,000) $ 9,924,000 $(27,163,000)
Current ratio (0.37) to 1 2.42 to 1
</TABLE>
During the first nine months of 1998, the Company reduced its working
capital by $27.2 million from $9.9 million as of December 31, 1997. The
major portion of the decrease was attributable to the inclusion in
current liabilities of the $23,600,000 remaining balance on the note
payable relating to the purchase of the coal fines extraction and
beneficiation equipment in the CR Segment. See below. The decrease was
also attributable, in part, to the Company, through a subsidiary,
acquiring four travel facilities, an undeveloped parcel of land, and a
truck wash, the purchase prices of which included cash payments of
$935,000. See further discussion of the travel facilities' acquisitions
below. The Company also used cash to acquire property, plant and
equipment of $1,873,000 during the nine months, which included replacing
assets as well as remodeling four of its newly acquired travel
facilities. The remaining reduction in working capital is a direct
result of operating losses recognized by the Company's other corporate
activities and its discontinued Other E/S Operations for the first nine
months of 1998. See further discussion of results of operations below.
In the first nine months of 1998, the Company paid $4,005,000 to
repurchase and redeem 62,318 shares of its mandatorily redeemable
preferred stock. The Company recorded the estimated repurchase and
redemption as a redeemable preferred stock purchase obligation as of
December 31, 1997. The Company also paid $900,000 to purchase the
common shares of Carbonic Reserves not owned by the Company and $190,000
in accrued bonus and employee severance compensation, which were
recorded as other obligations and accrued expenses as of December 31,
1997. Such payments were made pursuant to the terms of the agreement to
sell the business of Carbonic Reserves. On March 12, 1998, the Company
received $1,000,000 of the sales price of Carbonic Reserves which had
been held back by the purchaser for a period of 150 days after the
closing of the sale. See note 2 to the financial statements. The
acquisition of the travel facilities, land, truck wash and the other
equipment, along with the repurchase and redemption of the mandatorily
redeemable preferred stock, the purchase of the common shares of
Carbonic Reserves, the payment of the accrued bonus and severance
compensation offset by the receipt of the $1,000,000 held back accounted
for 90% of the $7,656,000 reduction in cash and cash equivalents from
December 31, 1997 to September 30, 1998.
In February of 1998, the Company, through an 80% owned subsidiary,
Interstate Travel Facilities, Inc. ("ITF"), acquired four travel
facilities and a parcel of land located along Interstate Highway I-40 in
eastern Oklahoma, and Interstate Highway I-35 in central Oklahoma. The
travel facilities are geared to the needs of interstate highway
travelers. Three of the travel facilities include a service station,
convenience store and a restaurant. The fourth travel facility includes
a service station and a convenience store. The purchase price of the
travel facilities consisted of cash of $812,000, the issuance of debt
valued at $407,000, the assumption of three mortgage notes payable
approximating $1,336,000, owed by the former owner of the travel
facilities, and 20% of the Company's ownership in ITF, valued at
$181,000. In May of 1998, ITF acquired the assets of a truck wash along
Interstate Highway I-44 in Tulsa, Oklahoma. The purchase price of
$699,000 was financed by a cash payment of $123,000 and a promissory
note payable of $576,000. See note 3 to the financial statements.
On June 30, 1998, the Company, through a newly formed subsidiary,
Beard Mining, L.L.C. ("BMLLC"), acquired coal fines extraction and
beneficiation equipment ("the Equipment") located at six coal slurry
impoundment sites for a preliminary purchase price of estimated to be
$24,000,000. The definitive purchase price cannot be ascertained until
the seller of the Equipment provides BMLLC with a final accounting of
the cost of certain components and installation of the Equipment. BMLLC
is financing the purchase with a $24,000,000 loan which requires
principal payments of approximately $136,000 a month through July 1,
1999, at which time the remaining balance becomes due. The note is
secured solely by the Equipment and bears interest at a per annum rate
of 8%. BMLLC leases the Equipment to Beard Technologies, Inc. ("BTI"),
which is operating and maintaining the Equipment and six briquetting
plants for six limited liability companies (the "LLC's"), each of which
is a subsidiary of the noteholder. The noteholder has released the
Company and BTI in connection with any claim resulting from the
inaccuracy of any representation or warranty made by BMLLC in any loan
document, or BMLLC's breach or failure to perform or satisfy any
covenant, agreement, obligation or condition in any loan document,
except with respect to claims arising from fraud or willful misconduct
by BTI or the Company and the noteholder's right to obtain BTI's
ownership interest in BMLLC pursuant to a Pledge and Security Agreement
from BTI to the noteholder. But for those exceptions, the noteholder
has no recourse against the Company or BTI in connection with any
default by BMLLC under any loan document. The Company does not
anticipate a special charge in the event of termination since the book
value of the equipment would approximate the principal balance of the
indebtedness. The monthly lease payments equal the monthly payments due
under the promissory note (except the final balloon payment) and are
reimbursed costs by the LLC's under BTI's operating agreements with the
LLC's.
Concurrently with BMLLC's acquisition of the Equipment, BTI entered
into operating agreements with the LLC's to provide services for which
it is being compensated under a cost-plus arrangement pursuant to which
it will receive a minimum profit of $100,000 per month so long as the
contracts remain in effect. At the request of MCN Energy Group, Inc.
("MCN"), the parent company of the noteholder, the Company agreed to
modify the operating agreements pursuant to which BTI is operating the
plants located at the six coal slurry impoundment sites for the LLC's.
As a result of the modification the cost-plus arrangement, whose initial
term expires December 31, 1998, will continue thereafter on a month-to-month
basis until terminated by either party. The Company has guaranteed the
performance of BTI's obligations under the operating agreements, but the
Company has no liability under its guaranty unless BTI's failure to perform
resulted from BTI's gross negligence, willful misconduct, improper handling or
disbursement of funds, or failure to refund any overpayment to BTI by any of
the six LLC's. The operating agreements provide that, solely for determining
BTI's compensation thereunder, the agreements are deemed to have been
effective April 1, 1998.
Recently MCN announced that it was taking in the third quarter a
special charge to write-down its coal fines briquetting project in the
amount of $133,782,000 pre-tax ($86,959,000 net of taxes).
As a result of MCN's writedown of the project, it is possible they
will not continue with the project. Although termination would likely
cause a sharp diminution of revenues and operating profits for
approximately 12 to 18 months, the Company nonetheless would expect
thereafter to achieve profitability as (i) other coal projects are
developed and (ii) as the Company's other segments improve their
profitability. The Company believes that it would have adequate
liquidity and working capital to allow for 24 to 36 months to achieve
profitability or adequate cash flow. Nevertheless, there can be no
assurance that profitable projects will materialize, that other segments
will be profitable or that expenses will not exceed planned expenditures
and result in illiquidity.
On September 23, 1998 the Company's Board of Directors approved a
stock repurchase program allowing the Company to repurchase up to
200,000 shares of its common stock. The stock repurchase program has no
time restriction. As of November 13, 1998 the Company had repurchased
27,200 shares pursuant to such authorization at a total cost of
$136,000. To the extent that shares are repurchased under the program,
the Company's liquidity and working capital will be correspondingly
reduced.
The following segments made capital additions of approximately
$28,317,000 during the first nine months of 1998, as reflected in
the table below:
<TABLE>
<S> <C>
Coal reclamation $ 24,017,000
Interstate travel facilities 4,145,000
Carbon dioxide 20,000
Environmental remediation 6,000
Other 129,000
-------------
$ 28,317,000
=============
</TABLE>
The Company financed $25,600,000 of the above capital expenditures
for the nine months by issuing debt, assuming debt and issuing stock of
a subsidiary. See note 3 to the financial statements.
The Company's cash reserves, cash flow and credit lines will be
adequate to fund the $200,000 of capital expenditures projected for the
Company for the last three months of the year. The Company anticipates
spending $200,000 on a well testing operation in Mexico through a newly
formed subsidiary, Testco, Inc., S. A. de C. V., in which the Company
has a 25% interest.
The Company's decision to discontinue the Other E/S Operations will
have a beneficial impact on future operations and liquidity since the
Company will no longer be faced with the necessity of funding the losses
generated by such operations (see note 2 to the financial statements).
The sale of Carbonic Reserves in October of 1997 has continued to
provide the Company with significant liquid resources. Future cash
flows and availability of credit are subject to a number of variables,
including continuing private and governmental demand for coal
reclamation and environmental remediation services, continuing demand
for CO2 gas and for the services provided by the Company's interstate
travel facilities. The Company anticipates that its current resources,
future cash flows and enhanced availability of credit due to the
significant improvement in the Company's balance sheet will enable it to
meet its planned operating costs and capital spending requirements.
Through the period ending December 31, 2002, the Company's
liquidity will be reduced to the extent it is required to redeem any of
the Beard preferred stock pursuant to the mandatory redemption
provisions. See note 4 to the accompanying financial statements.
Material changes in results of operations - Quarter ended
September 30, 1998 as compared with the Quarter ended September 30, 1997.
The net income for the quarter ended September 30, 1998 was
$124,000, compared to a loss of $46,000 for the third quarter of the
prior year. The CR Segment reported a $745,000 increase in operating
profit for the quarter as BTI began billing for services for the
operation of six coal beneficiation and briquetting plants in the second
quarter of 1998 under terms of its contracts with a large midwestern
utility company. The CO2 Segment had a $25,000 increase in its
operating margin due to increased CO2 production from its interests in
the McElmo Dome field. These improvements were offset by an operating
loss in the ITF Segment of $94,000, a portion of which was attributable
to the completion of renovations at three of its travel facilities and
its newly acquired truck wash during the current quarter. The ITF
Segment's operating margin was also negatively impacted by (i) the
training required to bring the new facilities onstream and (ii)
overstaffing. Although sales growth has been good at the new
facilities, it has been somewhat slower than initially projected, with
resultant overstaffing at several of the facilities. This situation was
rectified in October 1998. The ER Segment also experienced an increase
in operating losses of $32,000 primarily as a result of expanded
activities in seeking contracts for its PAH technology. There was a
$109,000 increase in operating losses for the three months ended
September 30, 1998 compared to the same period in 1997 in "Other",
primarily corporate activities of the Company, due principally to an
increase in and a change in allocation of certain benefit expenses among
members of the consolidated group. As a result, the Company realized a
$298,000 operating profit for the three months ended September 30, 1998
compared to a $237,000 operating loss in the same period in 1997.
Operating results of the Company's four segments are reflected
below:
<TABLE>
1998 1997
-------------- -------------
<S> <C> <C>
Operating profit (loss):
Coal reclamation $ 679,000 $ (66,000)
Interstate travel facilities (94,000) -
Carbon dioxide 115,000 90,000
Environmental remediation (65,000) (33,000)
------------- --------------
Subtotal 635,000 (9,000)
Other, principally corporate (337,000) (228,000)
------------- --------------
Total $ 298,000 $ (237,000)
============= ==============
</TABLE>
Coal reclamation
Third quarter 1998 operations reflected an operating profit of
$679,000 compared to a $66,000 loss for the 1997 third quarter.
Starting in April of 1998, Beard Technologies, Inc. ("BTI") began
billing for its services in connection with the operation of certain
coal fines projects in Kentucky, Ohio, and West Virginia. (See
discussion of operating agreements in "Material Changes in Financial
Condition" and note 3 to the financial statements). BTI has been
retained as an independent contractor to dredge, excavate, recover,
remove and extract mine waste contained in coal slurry impoundments at
six sites in the above states. The projects involve the recovery of
particles of coal that are a wasted by-product of previous coal mining,
and the chemical processing of those particles to create briquettes for
sale into existing coal markets. $3,929,000 of the segment's $4,560,000
in revenues for the nine months ended September 30, 1998, were billed in
the third quarter of 1998. The segment had no revenues for the quarter
ended September 30, 1997. The segment incurred $2,373,000 of operating
expenses and $474,000 of SG&A expenses in the third quarter of 1998
compared to $29,000 of operating expenses and $35,000 of SG&A expenses
for the same period in 1997 as BTI expanded its staffing and scope of
operations to meet the demands of the contracts. The CR Segment also
expended $76,000 during the third quarter of 1998 pursuing investment
opportunities for its coal technology in China.
Interstate travel facilities
The third quarter of 1998 was the second full quarter of operations
for the ITF Segment as the initial four properties were acquired in
February of 1998 and the truck wash was acquired in May of 1998.
Revenues for the segment were $1,601,000 for the three months ended
September 30, 1998. The ITF Segment generated an operating loss in the
current quarter of $94,000. Three of the four travel facilities
underwent extensive renovations and remodeling during the second and
early part of the third quarter of 1998, and the newly acquired truck
wash also required some refurbishing. The ITF operating margin was also
negatively impacted by (i) the training required to bring the new
facilities onstream and (ii) overstaffing. Although sales growth has
been good at the new facilities, it has been somewhat slower than
initially projected, resulting in overstaffing at several of the
facilities. The segment incurred $1,527,000 of operating costs and
$100,000 of SG&A expenses during the third quarter of 1998.
Carbon dioxide
Third quarter 1998 operations reflected an operating profit of
$115,000 compared to a $90,000 profit for the 1997 third quarter. The
sole component of revenues for this segment is the sale of CO2 gas from
the working and overriding royalty interests of the Company's two carbon
dioxide producing units in Colorado and New Mexico. Operating revenues
in this segment increased $28,000 or 23% to $150,000 for the third
quarter of 1998 compared to $122,000 for the same period in 1997. This
increase was due to increased production of 104,000 MCF's to 527,000 MCF
of CO2 gas in the third quarter of 1998 compared to production of
423,000 MCF in the same period in 1997. The production increase was due
to the completion of the development program in the McElmo Dome field in
Colorado which was begun in 1996. The segment experienced increases in
operating costs, attributable to the increased production, of $3,000 for
the third quarter of 1998 compared to the same period in 1997.
Environmental remediation
The ER Segment generated a $32,000 larger operating loss in the third
quarter of 1998 as compared with the same period in 1997. The segment
recorded $7,000 revenues in the third quarter of 1998 compared to none
in the same period of 1997. The revenues for the 1998 quarter were the
result of a sale of the patented 54GO product for which ISITOP, Inc. is
the sole U. S. licensee. Personnel employed in the segment have been
involved in expanding the market for the process and the chemical
product involved by demonstrating the benefits of the process to
potential customers. The segment has hired a consultant who had been
heavily involved in the marketing process and who became President of
ISITOP, Inc. on July 1, 1998. The additional costs associated with the
increased effort has led to an increase in operating expenses of
approximately $31,000, and an increase of SG&A expenses of $8,000 for
the third quarter of 1998 compared to the same period in 1997.
Other activities
Other operations, consisting principally of general and corporate
activities, generated a $109,000 larger operating loss for the third
quarter of 1998 than the same period of last year. The primary reason
for the increased loss was due to an increase in and a change in
allocating certain benefit expenses among various members of the
consolidated group. Certain medical expenses were previously billed to
the various subsidiaries and the practice was discontinued in the second
quarter of 1998.
Selling, general and administrative expenses
The Company's selling, general and administrative expenses ("SG&A")
in the current quarter increased to $904,000 from $271,000 in the 1997
third quarter. The CR Segment had an increase in SG&A expenses of
$439,000, or 69% of the $633,000 increase, due to increased staffing and
administrative expenses and legal costs incurred to meet the demands of
the contracts relating to the coal projects in the Appalachian region of
the country. The segment also expended $76,000 during the 1998 third
quarter pursuing investment opportunities for its coal technology in
China. The new ITF Segment accounted for $100,000, or 16%, of the
increase. The ER Segment incurred increased SG&A expenses of $8,000 for
the third quarter of 1998 compared to 1997 as a result of its increased
efforts to market its technology and products. Other operations
incurred approximately $85,000 more in SG&A for the third quarter of
1998 compared to the same period in 1997 as a result of an increase in
and the change in allocating benefit expenses among members of the
group.
Depreciation, depletion and amortization expenses
The third quarter of 1998 reported an increase in DD&A expense of
$471,000, reflecting additions to property, plant and equipment made
since September 30, 1997, primarily in the ITF and CR Segments.
Other income and expenses
Other income and expenses netted to a total loss of $332,000 for
the third quarter of 1998, up sharply from the $27,000 in losses
recorded for such items in the same period of 1997. Interest income was
up $86,000 for the third quarter of 1998 compared to the same period in
1997 reflecting the income from investments in commercial paper of cash
realized from the sale of the assets of Carbonic Reserves in October,
1997. Interest expense was up $479,000 as a result of the increase in
debt associated with the acquisition of the coal fines extraction and
beneficiation equipment, travel facilities and truck wash during the
first nine months of 1998. The Company's ITF subsidiary is 80% owned.
The minority shareholder's share of the net loss of the subsidiary was
$37,000 for the third quarter of 1998. The subsidiary did not commence
operations until February, 1998. The Company's equity in the earnings
of unconsolidated affiliates, including a joint venture for the
extraction, production and sale of crude iodine and an investment in a
natural gas marketing company, was $62,000 for the third quarter of 1998
compared to $51,000 for the same period in 1997. The third quarter of
1997 included a $30,000 impairment provision recorded against the
carrying value of the Company's interest in certain investments. There
were no comparable impairments in the third quarter of 1998.
Income taxes
The Company provided for state income tax expense of $10,000 for the
third quarter of 1998 compared to $28,000 in state income and federal
alternative minimum tax expense in the same period in 1997. The Company
has not provided for regular federal income taxes due to the
availability of net operating loss and other carryforwards. The state
income tax provision for 1998 relates to profitable operations begun by
the CR Segment in new states during the second quarter of 1998.
Discontinued operations
In October of 1997 the Company sold the business and substantially
all of the assets of Carbonic Reserves, an 85%-owned subsidiary engaged
in the manufacture and distribution of solid CO2 for cash of $19,375,000
and the assumption of certain liabilities valued at $2,813,000. The
gain on the sale was $11,014,000 after deducting income taxes of
$522,000. Revenues applicable to and the earnings from the discontinued
operations of Carbonic Reserves were $4,061,000 and $376,000,
respectively, for the third quarter of 1997. During the third quarter
of 1998, the Company determined it overestimated its state income tax
liability thereby reducing the gain recognized in October 1997 from the
Asset Sale by $168,000. The Company reduced its estimated state income
tax liability and recognized an additional $168,000 gain on the Asset
Sale in the third quarter of 1998. The gain is presented in
discontinued operations in the accompanying statement of operations.
In August of 1998, the Company's Board of Directors adopted a formal
plan to dispose of the Other E/S Operations. The Company estimated that
it would incur a loss of $624,000 from discontinuing such activities.
The entire loss was recorded in the second quarter of 1998 and
represented the difference between the estimated amounts to be received
from disposing of the assets involved and the assets' recorded values as
of June 30, 1998 and certain estimated costs of operations pending
disposal of the assets. Such losses were partially offset by a $365,000
gain recognized by the Company from the extinguishment of debt resulting
from the discontinuance of the Other E/S Operations. Losses from
operations approximated $213,000 during the third quarter of 1998, which
reduced the accrued liability established in the second quarter for such
losses. Revenues applicable to discontinued operations were $1,557,000
for the three months ended September 30, 1997. Losses applicable to
discontinued E/S Operations were $130,000 for the three months ended
September 30, 1997.
Material changes in results of operations - Nine months ended
September 30, 1998 as compared with the Nine months ended September 30,
1997.
The loss for the nine months ended September 30, 1998 was
$1,200,000, compared to a loss of $449,000 for the first nine months of
the prior year. $880,000 of the loss for the first nine months of 1998
related to discontinued operations. Continuing operations posted a net
loss of $320,000 after taxes of $66,000 compared to a loss of $691,000
after taxes of $45,000 for the same period in 1997.
Operating results of the Company's four segments are reflected
below:
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
Operating profit (loss):
Coal reclamation $ 781,000 $ (209,000)
Interstate travel facilities (290,000) -
Carbon dioxide 347,000 280,000
Environmental remediation (151,000) (80,000)
----------- ----------
Subtotal 687,000 (9,000)
Other, principally corporate (1,051,000) (695,000)
----------- ----------
Total $ (364,000) $ (704,000)
=========== ==========
</TABLE>
The "Other" in the above table reflects primarily general and
corporate activities of the Company.
Coal reclamation
Operations for the first nine months of 1998 resulted in an
operating profit of $781,000 compared to a $209,000 loss for the same
period in 1997. As noted previously, BTI began billing, effective April
1, 1998, for its services pertaining to the operation of six coal
projects in the eastern United States. $3,929,000 of the segments
$4,560,000 in revenues for the nine months ended September 30, 1998,
were billed in the third quarter of 1998. The segment had no revenues
for the nine months ended September 30, 1997. BTI incurred $2,636,000
of operating costs in the nine-month period ending September 30, 1998,
compared to $90,000 for the same period in 1997. BTI incurred SG&A
expenses in the nine months ended September 30, 1998 and 1997 of
$735,000 and $113,000, respectively. The increase was due to increased
staffing and increased expenditures for chemicals and supplies to
operate the plants at the several sites. The CR Segment also expended
$186,000 pursuing investment opportunities for its coal technology in
China during the nine months ended September 30, 1998.
Interstate travel facilities
The ITF Segment incurred $290,000 in operating losses during the
first nine months of 1998. The principal operating assets were acquired
in February and May of 1998; accordingly, the Company did not recognize
operations for the full nine months of 1998. The segment renovated
three of the four travel facilities and the truck wash during this
period which reduced the facilities' hours of full operation and
negatively impacted the segment's profitability for the nine-month
period. The ITF Segment recorded revenues of $2,908,000 during the
period. Operating expenses of $2,836,000 and SG&A expenses of $229,000
resulted in the operating loss. A portion of such loss was attributable
to the completion of the aforementioned renovations during the current
period. The segment's operating margin was also negatively impacted by
(i) the training required to bring the new facilities onstream and (ii)
overstaffing. Although sales growth has been good at the new
facilities, it has been somewhat slower than initially projected, with
resultant overstaffing at several of the facilities.
Carbon dioxide
Operations for the first nine months of 1998 resulted in an operating
profit of $347,000 compared to a $280,000 operating profit for the first
nine months of 1997. The sole component of revenues for this segment is
the sale of CO2 gas from the working and overriding royalty interests of
the Company's two carbon dioxide producing units in Colorado and New
Mexico. Operating revenues in this segment increased $89,000 or 24% to
$467,000 for the first nine months of 1998 compared to $378,000 for the
same period in 1997. This increase was due to increased production of
1,660,000 MCF of CO2 gas in the first nine months of 1998 compared to
production of 1,319,000 MCF in the same period in 1997. The production
increase was due to the completion of the development program in the
McElmo Dome field in Colorado which was begun in 1996.
Environmental remediation
The ER Segment's operating loss increased $71,000 for the first nine
months of 1998 as compared to the same period in 1997. The segment
recorded $7,000 revenues in the first nine months of 1998 compared to
$13,000 in the same period of 1997. The revenues for the 1998 quarter
were the result of a sale of the patented 54GO product for which ISITOP,
Inc. is the sole U. S. licensee while the 1997 revenues were the result
of the segment's first field test of its chemical process. Since that
time personnel employed in the segment have been involved in expanding
the market for the process and the chemical product involved by
demonstrating the benefits of the process to potential customers. The
segment has hired a consultant who became President of ISITOP, Inc. on
July 1, 1998, and who has been heavily involved in the marketing
process. The additional costs associated with the increased marketing
efforts has led to an increase in operating expenses of approximately
$60,000 for the nine months of 1998 compared to the same period in 1997.
Other activities
Other operations, consisting principally of general and corporate
activities, generated a $356,000 increase in operating loss for the
first nine months of 1998 as compared to the same period last year. The
primary reason for the increased loss was an increase in and a change in
allocating certain benefit expenses among various members of the
consolidated group. Certain medical expenses were previously billed to
the various subsidiaries in the consolidated group and the practice was
not continued for the first nine months of 1998. Additionally, the
segment has incurred higher travel costs as it seeks to promote other
segments' technologies to new customers and to seek new investment
opportunities.
Selling, general and administrative expenses
The Company's selling, general and administrative expenses ("SG&A")
in the first nine months of 1998 increased to $2,010,000 from $825,000
in the 1997 nine months. The CR Segment had an increase in SG&A
expenses of $622,000, or 52% of the $1,185,000 increase, due to
increased staffing and operations to meet the demands of the contracts
relating to the coal projects in the Appalachian region of the United
States. The segment also expended $186,000 during the nine-month period
ending September 30, 1998, pursuing investment opportunities for its
coal technology in China. The acquisition of ITF resulted in $229,000,
or 19%, of the increase. Other operations incurred approximately
$315,000 more in SG&A for the first three quarters of 1998 compared to
the same period in 1997 primarily as a result of an increase in and the
change in allocating benefit expenses among members of the group.
Depreciation, depletion and amortization expenses
The first nine months of 1998 reported an increase in DD&A expense of
$541,000, reflecting additions to property, plant and equipment made
since September 30, 1997, primarily in the ITF and CR Segments.
Other income and expenses
The other income and expenses for the first nine months of 1998
netted to total income of $110,000 compared to $58,000 in net income for
the same period in 1997. Interest income was up $326,000 for the first
nine months of 1998 compared to the same period in 1997 reflecting the
income from investments in commercial paper of cash realized from the
sale of the assets of Carbonic Reserves in October 1997. Interest
expense was up $467,000 also as a result of the increased levels of debt
outstanding during the nine-month period ended September 30, 1998
compared to the same period in 1997. The Company's ITF subsidiary is
80% owned. The minority shareholder's share of the net loss of the
subsidiary was $90,000 for the nine-month period ended September 30,
1998. The subsidiary did not commence operations until February 1998.
The Company's equity in the earnings of unconsolidated affiliates was up
$62,000 for the first nine months of 1998 compared to the same period in
1997. The joint venture engaged in the production and sale of crude
iodine, in which the Company has a 40% interest, contributed $9,000 less
in income for the period while the Company's investment in a natural gas
marketing company contributed an additional $82,000 in income for the
first nine months of 1998. Also impacting the loss was a decline of
$40,000 in the gain on sale of assets for the first nine months of 1998
compared to the same period in 1997. The nine-month period ended
September 30, 1997 included a $90,000 impairment provision recorded
against the carrying value of the Company's interest in certain
investments. There was no similar impairment for the nine-month period
ending September 30, 1998.
Income taxes
The Company provided for federal alternative minimum tax expense of
$36,000 and state income tax expense of $30,000 for the first nine
months of 1998 compared to alternative minimum tax of $28,000 and
$17,000 in state income tax expense in the same period in 1997. The
Company has not provided for regular federal income taxes due to the
availability of net operating loss and other carryforwards. The state
income tax provision for 1998 relates to profitable operations begun by
the CR Segment in new states in the second quarter of 1998.
Discontinued operations
In October of 1997 the Company sold the business and substantially
all of the assets of Carbonic Reserves, an 85%-owned subsidiary engaged
in the manufacture and distribution of solid CO2 for cash of $19,375,000
and the assumption of certain liabilities valued at $2,813,000. The
gain on the sale was $11,014,000 after deducting income taxes of
$522,000. Revenues applicable to and the earnings from the discontinued
operations of Carbonic Reserves were $10,614,000 and $631,000,
respectively, for the first nine months of 1997. During the third
quarter of 1998, the Company determined it overestimated its state
income tax liability thereby reducing the gain recognized in October
1997 from the Asset Sale by $168,000. The Company reduced its estimated
state income tax liability and recognized an additional $168,000 gain on
the Asset Sale in the third quarter of 1998. The gain is presented in
discontinued operations in the accompanying statement of operations.
In August of 1998, the Company's Board of Directors adopted a formal
plan to dispose of the Other E/S Operations. The Company estimated that
it would incur a loss of $624,000 from discontinuing such activities.
The entire loss was recorded in the second quarter of 1998 and
represented the difference between the estimated amounts to be
received from disposing of the assets involved and the assets' recorded
values as of June 30, 1998 and certain estimated costs of operations
pending disposal of the assets. This loss was partially offset by a
$365,000 gain recognized by the Company from the extinguishment of debt
resulting from the discontinuance of the Other E/S Operations. Losses from
operations during the third quarter of 1998 approximated $213,000 which
reduced the accrued liability established in the second quarter for such
losses. Revenues applicable to discontinued operations were $1,557,000
and $4,068,000 for the nine months ended September 30, 1998 and 1997,
respectively. Losses applicable to discontinued E/S Operations were
$424,000 and $389,000 for the nine months ended September 30, 1998 and
1997, respectively.
Impact of Recently Issued Accounting Standards Not Yet Adopted
In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS
No.133 establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. It requires an entity to
recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair
value. If certain conditions are met, a derivative may be specifically
designated as a hedge. The accounting for changes in the fair value of
a derivative (that is, gains and losses) depends on the intended use of
the derivative and the resulting designation. SFAS No. 133 is effective
for all fiscal quarters of fiscal years beginning after June 15, 1999.
It is expected that the Company will adopt the provisions of SFAS No.
133 as of January 1, 2000. If the provisions of SFAS No. 133 were to be
applied as of September 30, 1998, it would not have a material impact on
the Company's financial position as of such date, or the results of
operations for the nine month period then ended.
In April 1998, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 98-5, "Reporting on the Costs of
Start-up Activities." SOP 98-5 establishes reporting standards for
start-up and organization costs. It broadly defines start-up activities
and requires an entity to expense costs of start-up activities and
organization costs as they are incurred. SOP 98-5 is effective for
financial statements issued for fiscal years beginning after December
15, 1998. The Company will adopt the provisions of SOP 98-5 as of
January 1, 1999. The Company does not expect the adoption of the
provisions of SOP 98-5 to have a material impact on the Company's future
financial position or results of operations.
In June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information." SFAS No. 131
requires that an enterprise report certain information about the
revenues that it derives from each of its products and services (or
groups of similar products and services) and about the countries in
which it earns revenues and holds assets, regardless of how the
enterprise is organized. SFAS No. 131 is effective for financial
statements issued for fiscal years beginning after December 15, 1997.
The Company will report the required information beginning with its
financial statements for the fiscal year ending December 31, 1998.
Impact of Year 2000 Issue
State of Readiness and Costs - In August of 1998 the Company
implemented a program to address its Year 2000 readiness (the
"Program"). The Program addresses the issue of computer programs and
embedded computer chips being unable to distinguish between the year
1900 and the year 2000. Computer programs that do not properly
recognize the difference could fail or create erroneous results. At
this point the Company's assessment of its Year 2000 issues is not
complete. Based upon its analysis to date, management is well down the
road to concluding that the Company's inhouse computer systems will be
Year 2000 compliant by December 31, 1999 and that our major exposure is
related to future costs that may arise as a result of business
disruptions caused by vendors, suppliers, banks, insurance providers and
customers, or the possible loss of electric power or phone and fax
service (the "External Parties"). Based upon its analysis to date,
management's preliminary estimate is that the total cost of the Program
should not exceed $50,000.
The Program consists of: (i) inventorying Year 2000 items; (ii)
assigning priorities to identified items; (iii) assessing the Year 2000
compliance of items determined to be material to the Company; (iv)
repairing or replacing material items that are determined not to be Year
2000 compliant; (v) testing material items; and (vi) designing and
implementing contingency and business continuation plans for the Company
and each of its operating entities.
At September 30, 1998, the inventory and priority assessment phases
of the Program were underway, but had not yet been completed at either
the parent or subsidiary company level. At the parent company level,
the Company has only a PC network and uses only generic programs. The
Company concluded that, at this level, its only problem area in terms of
hardware resided in its file server and in two computer stations, all of
which were replaced due to their age at a total cost of $10,000.
The Company is examining its software currently and anticipates replacing
the software not in compliance at a cost not to exceed $7,000. The
Company believes that, at this level, its hardware and systems software
are expected to be compliant. Prior to December 31, 1998, we hope to
obtain from Microsoft assurances that all of the systems software
purchased from them is Year 2000 compliant.
The Company is currently in the process of completing the inventory
and priority assessment phases at both the parent and subsidiary company
level. Although this process is not yet completed, we do know that all
of these entities, insofar as their basic accounting and financial
systems are concerned, use only basic PC's and utilize only purchased
systems software, and no hardware or major software problems are
anticipated with regard to such items. Neither our two principal
operating subsidiaries nor our two principal investee companies have any
equipment we are aware of with embedded processors or memory chips that
would create a problem. We are now in the process of obtaining Year
2000 assessment questionnaires from all of the External Parties whose
services we rely upon, both at the parent and subsidiary company levels.
The Company believes that at the present time its Program is
approximately 25% complete. The Company believes that by March 31,
1999, it will have identified any major deficiencies or exposures, and
that by September 30, 1999, it will have finalized the contingency and
business continuation plans for the Company and all of its subsidiary
entities.
Risks - The failure to correct a material Year 2000 problem could
result in an interruption in, or a failure of, certain normal business
activities or operations. Such failures could adversely affect the
Company's results of operations, liquidity and financial condition. Due
to the general uncertainty inherent in the Year 2000 problem, resulting
in part from the uncertainty of the Year 2000 readiness of third-party
suppliers, vendors and customers, the Company is unable to determine at
this time whether the consequences of Year 2000 failures will have a
material impact on the Company's results of operations, liquidity and
financial condition. The Program is expected to significantly reduce
the Company's level of uncertainty about the Year 2000 problem and, in
particular, about the Year 2000 compliance and readiness of its material
External Parties. The Company believes that, upon completion of the
Program, the possibility of significant interruptions of normal
operations should be reduced.
Readers are cautioned that forward-looking statements contained in
the "Impact of Year 2000 Issue" should be read in conjunction with the
Company's disclosures under the heading: "FORWARD LOOKING STATEMENTS"
found below the INDEX at page 2 of this Form 10-Q.
Contingencies - As indicated above, the Company has begun, but not
yet implemented, a comprehensive analysis of the operational problems
and costs (including loss of revenues) that would be reasonably likely
to result from the failure by the Company and the External Parties to
complete efforts to achieve Year 2000 compliance on a timely basis. A
contingency plan has not been developed for dealing with the most
reasonably likely worst case scenario, and such scenario has not yet
been clearly identified. The Company plans to complete such analysis
and contingency planning by September 30, 1999.
PART II. OTHER INFORMATION.
Item 2. Changes in Securities.
The Company's preferred stock is mandatorily redeemable through
December 31, 2002 from one-third of Beard's "consolidated net income" as
defined in the instrument governing the rights of the preferred
stockholders. Accordingly, one-third of future "consolidated net
income" will accrete directly to preferred stockholders and reduce
earnings per common share. As a result of these redemption
requirements, the payment of any dividends to the common stockholders in
the near future is very unlikely. See Note 4 to the accompanying
financial statements.
Item 6. Exhibits and Reports on Form 10-Q:
(a) The following exhibits are filed with this Form 10-Q and are
identified by the numbers indicated:
2 Plan of acquisition, reorganization, arrangement, liquidation or
succession:
2(a) Agreement and Plan of Reorganization by and among Registrant,
Beard Oil Company ("Beard Oil") and New Beard, Inc., dated as of
July 12, 1993 (see Addendum A to Part I, which is incorporated herein
by reference; schedules to the Agreement have been omitted). (This
Exhibit has been previously filed as Exhibit 3(b), filed on July
27, 1993 to Registrant's Registration Statement on Form S-4, File
No. 33-66598, and same is incorporated by reference).
2(b) Agreement and Plan of Merger by and between The Beard Company and
The New Beard Company, dated as of September 16, 1997. (This
Exhibit has been previously filed as Exhibit B to Registrant's
Proxy Statement filed on September 12, 1997, and same
is incorporated by reference).
2(c) Certificate of Merger merging The Beard Company into The New Beard
Company as filed with the Secretary of State of Oklahoma on November
26, 1997. (This Exhibit has been previously filed as Exhibit 2.1 to
Registrant's Form 8-K, filed on December 8, 1997, and same is incorpo-
rated by reference).
2(d) Asset Purchase Agreement by and among Airgas Carbonic Reserves, Inc.
("Airgas"), and Registrant, Carbonic Reserves ("Carbonics"), and
Clifford H. Collen, Jr. ("Collen"). (This Exhibit has been pre-
viously filed as Exhibit A, filed on September 11, 1997 to
Registrant's Proxy Statement dated September 12, 1997, and same
is incorporated by reference).
2(e) Asset Purchase Agreement by and among Registrant, Toby B. Tindell,
Cristie R. Tindell and Interstate Travel Facilities, Inc. ("ITF"),
dated as of February 27, 1998. (This Exhibit has been previously
filed as Exhibit 2 to Registrant's Form 8-K, filed on March 16,
1998, and same is incorporated by reference).
3(i) Certificate of Incorporation of The New Beard Company as filed with
the Secretary of State of Oklahoma on September 11, 1997. (This
Exhibit has been previously filed as Exhibit C to Registrant's Proxy
Statement filed on September 12, 1997, and same is incorporated by
reference).
3(ii) Registrant's By-Laws as currently in effect. (This Exhibit has
been previously filed as Exhibit 3(ii) to Registrant's Form 10-K for
the period ended December 31, 1997, filed on March 31, 1998, and same
is incorporated herein by reference).
4 Instruments defining the rights of security holders:
4(a) Agreement of Sale and Purchase by and between Beard Oil and Sensor Oil &
Gas, Inc. ("Sensor"). (This Exhibit has been previously filed as Addendum
B to Amendment No. 1, filed on September 3, 1993 to Registrant's
Registration Statement on Form S-4, File No. 33-66598, and same is
incorporated by reference).
4(b) Certificate of Designations, Powers, Preferences and Relative, Partici-
pating, Option and Other Special Rights, and the Qualifications,
Limitations or Restrictions Thereof of the Series A Convertible Voting
Preferred Stock of the Registrant. (This Exhibit has been previously
filed as Exhibit 3(c) to Amendment No. 2, filed on September 17,
1993 to Registrant's Registration Statement on Form S-4, File No.
33-66598, and same is incorporated by reference).
4(c) Settlement Agreement, with Certificate of Amendment attached thereto,
by and among Registrant, Beard Oil, New York Life Insurance Company,
New York Life Insurance and Annuity Company, John Hancock Mutual
Life Insurance Company, Memorial Drive Trust and Sensor, dated as of
April 13, 1995. (This Exhibit has been previously filed as Exhibit
4(g) to Registrant's Form 10-K for the period ended December 31,
1994 and same is incorporated by reference).
10 Material contracts:
10(a) Amendment No. One to The Beard Company 1993 Stock Option Plan dated
August 27, 1993, as amended June 4, 1998 (The Amended Plan supersedes
the original Plan adopted on August 27, 1993. This Exhibit has pre-
viously been filed as Exhibit A, filed on April 30, 1998 to Registrant's
Proxy Statement dated April 30, 1998, and same is incorporated by
reference).*
10(b) The Beard Company 1994 Phantom Stock Units Plan adopted November 1,
1994. (This Exhibit has been previously filed as Exhibit 10(h) to
Registrant's Form 10-K for the period ended December 31, 1994, filed
on April 17, 1995, and same is incorporated by reference).*
10(c) Stockholders' Agreement made as of January 27, 1993 by and among
Registrant, Carbonics and Collen. (This Exhibit has been
previously filed as Exhibit 10(i) to Registrant's Form 10-K for the
period ended December 31, 1994, filed on April 17, 1995, and same is
incorporated by reference).*
10(d) Stock Purchase Agreement dated as of December 15, 1991 by and
among Registrant (formerly known as Beard Investment Company),
Carbonics and Collen. (This Exhibit has been previously filed as
Exhibit 10.9 of Item 14(a) to Beard Oil's Form 8, Amendment No. 1,
Form 10-K for the fiscal year ended December 31, 1991 and same is
incorporated herein by reference).*
10(e) Conversion Agreement dated as of January 31, 1995 by and among
Registrant, Carbonics and Collen. (This Exhibit has been previously
filed as Exhibit 10(k) to Registrant's Form 10-K for the period ended
December 31, 1994, filed on April 17, 1995, and same is incorporated
herein by reference).*
10(f) Employment Agreement dated April 3, 1995 by and among Registrant,
Carbonics, Collen and Beard Oil. (This Exhibit has been previously
filed as Exhibit 10(l) to Registrant's Form 10-K for the period ended
December 31, 1994, filed on April 17, 1995, and same is incorporated
herein by reference).*
10(g) The Beard Company Deferred Stock Compensation Plan. (This Exhibit has
been previously filed as Exhibit 10(k) to Registrant's Form 10-K for
the period ended December 31, 1995, filed on April 1, 1996, and same is
incorporated by reference).*
10(h) Form of Change in Control Compensation Agreement dated as of January 24,
1997, by and between Carbonics and three employees. (This Exhibit has
been previously filed as Exhibit 10(l) to Registrant's Form 10-Q for
the period ended March 31, 1997, filed on May 14, 1997, and same
is incorporated by reference).*
10(i) Nonqualified Stock Option Agreement by and between Richard D. Neely and
ISITOP, Inc. ("ISITOP"), dated April 1, 1997. (This Exhibit has
been previously filed as Exhibit 10(i) to Registrant's Form 10-K for
the period ended December 31, 1997, filed on March 31, 1998, and same is
incorporated herein by reference).*
10(j) Nonqualified Stock Option Agreement by and between Jerry S. Neely and
ISITOP, dated April 1, 1997. (This Exhibit has been previously filed as
Exhibit 10(j) to Registrant's Form 10-K for the period ended December 31,
1997, filed on March 31, 1998, and same is incorporated herein by
reference).*
10(k) Letter Agreement dated August 15, 1997 by and among Collen, Carbonics,
Beard Oil and Registrant. (This Exhibit has been previously filed as
Exhibit 10(m) to Registrant's Form 10-Q for the period ended September
30, 1997, filed on November 13, 1997, and same is incorporated by
reference).*
10(l) Letter Agreement dated October 8, 1997 by and among Randy D. Thacker,
Carbonics and Registrant. (This Exhibit has been previously filed as
Exhibit 10(n) to Registrant's Form 10-Q for the period ended September
30, 1997, filed on November 13, 1997, and same is incorporated by
reference).*
10(m) Nonqualified Stock Option Agreement by and between Toby Tindell and ITF,
dated February 27, 1998. (This Exhibit has been previously filed as
Exhibit 10(n) to Registrant's Form 10-K for the period ended December
31, 1997, filed on March 31, 1998, and same is incorporated herein by
reference).*
10(n) Subscription Agreement by and between Cibola Corporation ("Cibola")
and Registrant, dated April 10, 1996. (This Exhibit has been previously
filed as Exhibit 10.1 to Registrant's Form 10-Q for the period ended
June 30, 1996, filed on August 14, 1996, and same is incorporated by
reference).
10(o) Nonrecourse Secured Promissory Note from Registrant to Cibola, dated
April 10, 1996. (This Exhibit has been previously filed as Exhibit
10.2 to Registrant's Form 10-Q for the period ended June 30, 1996,
filed on August 14, 1996, and same is incorporated by reference.
10(p) Security Agreement by and among Registrant, Cibola and the Cibola
shareholders, dated April 10, 1996. (This Exhibit has been previously
filed as Exhibit 10.3 to Registrant's Form 10-Q for the period ended
June 30, 1996, filed on August 14, 1996, and same is incorporated by
reference).
10(q) Tax Sharing Agreement by and among Registrant, Cibola and the
Cibola shareholders, dated April 10, 1996. (This Exhibit has been
previously filed as Exhibit 10.4 to Registrant's Form 10-Q for the
period ended June 30, 1996, filed on August 14, 1996, and same is
incorporated by reference).
10(r) Compensation Agreement by and between Registrant and the Trustees of the
William M. Beard and Lu Beard 1988 Charitable Unitrust (the "Trustees")
dated April 17, 1997. (This Exhibit has been previously filed as
Exhibit 10(s) to Registrant's Form 10-K for the period ended December
31, 1997, filed on March 31, 1998, and same is incorporated herein by
reference).
10(s) Indemnity Agreement by and between Registrant and the Trustees dated
April 17, 1997. (This Exhibit has been previously filed as Exhibit
10(t) to Registrant's Form 10-K for the period ended December 31, 1997,
filed on March 31, 1998, and same is incorporated herein by reference).
10(t) Coal Fines Extraction and Beneficiation Agreement among CRC NO. 1 LLC,
CRC NO. 2 LLC, CRC NO. 3 LLC, CRC NO. 4 LLC, CRC NO. 5 LLC, CRC NO. 6
LLC, (the "Six LLC's") and Beard Technologies, Inc. ("BTI"), dated as of
June 24, 1998. (This Exhibit has been previously filed as Exhibit 10.1
to Registrant's Form 8-K, filed on July 15, 1998, and same is
incorporated herein by reference).
10(u) Operation and Maintenance Agreement among the Six LLC's and BTI, dated
as of June 24, 1998. (This Exhibit has been previously filed as
Exhibit 10.2 to Registrant's Form 8-K, filed on July 15, 1998, and
same is incorporated herein by reference).
10(v) Guaranty Agreement among Registrant and the Six LLC's, dated as of
June 24, 1998. (This Exhibit has been previously filed as Exhibit
10.3 to Registrant's Form 8-K, filed on July 15, 1998, and same
is incorporated herein by reference).
10(w) Guaranty Agreement between MCNIC Pipeline & Processing Company ("MCNIC")
and BTI, dated as of June 24, 1998. (This Exhibit has been previously
filed as Exhibit 10.4 to Registrant's Form 8-K, filed on July 15, 1998,
and same is incorporated herein by reference).
10(x) Loan Agreement between MCNIC and Beard Mining, L.L.C. ("BMLLC"), dated
as of June 24, 1998. (This Exhibit has been previously filed as
Exhibit 10.5 to Registrant's Form 8-K, filed on July 15, 1998, and same
is incorporated herein by reference).
10(y) Promissory Note from BMLLC to MCNIC, dated as of June 24, 1998. (This
Exhibit has been previously filed as Exhibit 10.6 to Registrant's
Form 8-K, filed on July 15, 1998, and same is incorporated herein by
reference).
10(z) Amendment to Coal Fines Extraction and Beneficiation Agreement among
the Six LLC's and BMLLC, dated October 30, 1998.
10(aa) Amendment to Operation and Maintenance Agreement among the Six LLC's
and BTI, dated October 30, 1998.
11 Statement re computation of per share earnings.
27 Financial Data Schedule
- ---------------
* Compensatory plan or arrangement.
(b) One report on Form 8-K was filed during the period covered by this report.
The registrant filed an 8-K dated July 15, 1998, including Item 2,
Acquisition of Assets; Item 5, Other Events; and Item 7, Exhibits and Pro
Forma Financial Information.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) THE BEARD COMPANY
HERB MEE, JR.
(Date) November 17, 1998 Herb Mee, Jr., President and
Chief Financial Officer
(Date) November 17, 1998 JACK A. MARTINE
Jack A. Martine, Controller and
Chief Accounting Officer
<PAGE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit
No. Description Method of Filing
<S> <C> <C>
2(a) Agreement and Plan of Reorgani- Incorporated herein
zation by and among Registrant, by reference
Beard Oil Company ("Beard Oil")
and New Beard, Inc., dated as of
July 12, 1993 (see Addendum A to
Part I, which is incorporated
herein by reference; schedules to
the Agreement have been omitted).
2(b) Agreement and Plan of Merger Incorporated herein
by and between The Beard Company by reference
and The New Beard Company,
dated as of September 16, 1997.
2(c) Certificate of Merger merging Incorporated herein
The Beard Company into The by reference
New Beard Company as filed
with the Secretary of State
of Oklahoma on November 26,
1997.
2(d) Asset Purchase Agreement by Incorporated herein
and among Airgas Carbonic by reference
Reserves,Inc. ("Airgas"),
and Registrant, Carbonic
Reserves ("Carbonics"),
and Clifford H. Collen.
2(e) Asset Purchase Agreement Incorporated herein
by and among Registrant, by reference
Toby B. Tindell, Cristie R.
Tindell and Interstate
Travel Facilities, Inc.
("ITF"), dated as of
February 27, 1998.
3(i) Certificate of Incorporation Incorporated herein
of The New Beard Company by reference
as filed with the Secretary
of State of Oklahoma on
September 11, 1997.
3(ii) Registrant's By-Laws as Incorporated herein
currently in effect. by reference
4(a) Agreement of Sale and Incorporated herein
Purchase by and between by reference
Beard Oil and Sensor Oil
& Gas, Inc. ("Sensor").
4(b) Certificate of Designations, Incorporated herein
Powers, Preferences and by reference
Relative, Participating,
Option and Other Special
Rights, and the Qualifi-
cations, Limitations Re-
strictions Thereof of the
Series A Convertible Voting
Preferred Stock of the
Registrant.
4(c) Settlement Agreement, with Incorporated herein
Certificate of Amendment by reference
attached thereto, by and
among Registrant, Beard Oil,
New York Life Insurance
Company, New York Insurance
and Annuity Company, John
Hancock Mutual Life
Insurance Company, Memorial
Drive Trust and Sensor,
dated as of April 13, 1995.
10(a) Amendment No. One to The Incorporated herein
Beard Company 1993 Stock by reference
Option Plan dated August 27,
1993, as amended June 4, 1998
(The Amended Plan supersedes
he original Plan adopted on
August 27, 1993.
10(b) The Beard Company 1994 Incorporated herein
Phantom Stock Units Plan by reference
adopted November 1, 1994.
10(c) Stockholders' Agreement Incorporated herein
made as of January 27, by reference
1993 by and among Registrant,
Carbonics and Collen.
10(d) Stock Purchase Agreement Incorporated herein
dated as of December 15, by reference
1991 by and among Registrant
(formerly known as Beard
Investment Company),
Carbonics and Collen.
10(e) Conversion Agreement dated Incorporated herein
as of January 31, 1995 by reference
by and among Registrant,
Carbonics and Collen.
10(f) Employment Agreement Incorporated herein
dated April 3, 1995 by by reference
and among Registrant,
Carbonics, Collen and
Beard Oil.
10(g) The Beard Company Deferred Incorporated herein
Stock Compensation Plan. by reference
10(h) Form of Change in Control Incorporated herein
Compensation Agreement by reference
dated as of January 24, 1997,
by and between Carbonics
and three employees.
10(i) Nonqualified Stock Option Incorporated herein
Agreement by and between by reference
Richard D. Neely and
ISITOP, Inc. ("ISITOP"),
dated April 1,1997.
10(j) Nonqualified Stock Option Incorporated herein
Agreement by and between by reference
Jerry S. Neely and ISITOP,
dated April 1, 1997.
10(k) Letter Agreement dated Incorporated herein
August 15, 1997 by and by reference
among Collen, Carbonics,
Beard Oil and Registrant.
10(l) Letter Agreement dated Incorporated herein
October 8, 1997 by and by reference
among Randy D. Thacker,
Carbonics and Registrant.
10(m) Nonqualified Stock Option Incorporated herein
Agreement by and between by reference
Toby Tindell and ITF,dated
February 27, 1998.
10(n) Subscription Agreement by Incorporated herein
and between Cibola Corporation by reference
("Cibola") and Registrant,
dated April 10, 1996.
10(o) Nonrecourse Secured Promissory Incorporated herein
Note from Registrant to Tax by reference
Sharing Agreement by and among
Registrant, Cibola and the Cibola
shareholders, dated April 10, 1996.
10(p) Security Agreement by and among Incorporated herein
Registrant, Cibola and the Cibola by reference
shareholders, dated April 10, 1996.
10(q) Tax Sharing Agreement by and among Incorporated herein
Registrant, Cibola and the Cibola by reference
shareholders, dated April 10, 1996.
10(r) Compensation Agreement by and Incorporated herein
between Registrant and the by reference
Trustees of the William M. Beard
and Lu Beard 1988 Charitable
Unitrust (the "Trustees") dated
April 17, 1997.
10(s) Indemnity Agreement by and Incorporated herein
between Registrant and the by reference
Trustees dated April 17, 1997.
10(t) Coal Fines Extraction and Incorporated herein
Beneficiation Agreement among by reference
CRC NO. 1 LLC, CRC NO. 2 LLC,
CRC NO. 3 LLC, CRC NO. 4 LLC,
CRC NO. 5 LLC, CRC NO. 6 LLC,
(the "Six LLC's") and Beard
Technologies, Inc. ("BTI"),
dated as of June 24, 1998.
10(u) Operation and Maintenance Incorporated herein
Agreement among the Six by reference
LLC's and BTI, dated as of
June 24, 1998.
10(v) Guaranty Agreement among Incorporated herein
Registrant and the Six LLC's, by reference
dated as of June 24, 1998.
10(w) Guaranty Agreement between Incorporated herein
MCNIC Pipeline & Processing by reference
Company ("MCNIC") and BTI,
dated as of June 24, 1998.
10(x) Loan Agreement between MCNIC Incorporated herein
and Beard Mining, L.L.C. ("BMLLC"), by reference
dated as of June 24, 1998.
10(y) Promissory Note from BMLLC to Incorporated herein
MCNIC, dated as of June 24, by reference
1998.
10(z) Amendment to Coal Fines Filed herewith
Extraction and Beneficiation electronically
Agreement dated October 30,
1998
10(aa)Amendment to Operation and Filed herewith
Maintenance Agreement dated electronically
October 30, 1998
11 Statement re computation of per Filed herewith
share earnings. electronically
27 Financial Data Schedule Filed herewith
electronically
</TABLE>
EX-10(z)
MCNIC Pipeline & Processing Company
150 West Jefferson Avenue
Suite 1700
Detroit, Michigan 48226
30 October, 1998
VIA FACSIMILE
(405) 842-9901 and
FEDERAL EXPRESS
Mr. Herb Mee, Jr.
Beard Mining, L.L.C.
5600 North May Avenue
Suite 320
Oklahoma City, Oklahoma 73112
Re: Amendment to Coal Fines Extraction and Beneficiation Agreement among CRC
No. 1 LLC, CRC No. 2 LLC, CRC No. 3 LLC, CRC No. 4 LLC, CRC No. 5 LLC
and CRC No. 6 LLC and Beard Mining, L.L.C.
Dear Mr. Mee:
When fully executed by the parties, this letter agreement shall reflect
our agreement regarding amending Section 8.1 of the Coal Fines Extraction
and Beneficiation Agreement (the "Agreement") among CRC No. 1 LLC, CRC No.
2 LLC, CRC No. 3 LLC, CRC No. 4 LLC, CRC No. 5 LLC and CRC No. 6 LLC and
Beard Mining, L.L.C. The parties agree that Section 8.1 of the Agreement
is to be replaced in its entirety with the following language effective
October 30, 1998:
8.1 Term. Unless sooner terminated as provided herein, the
term of this Agreement shall commence on the effective date
of this Agreement and shall expire on December 31, 1998 (the
"Initial Term"). After the expiration of the Initial Term,
this Agreement may be terminated without cause by either party
upon thirty days written notice to the other.
If the above accurately sets forth our agreement, please execute two copies
of this letter agreement where indicated below and return one copy to the
undersigned.
CRC No. 1 LLC
CRC No. 2 LLC
CRC No. 3 LLC
CRC No. 4 LLC
CRC No. 5 LLC
CRC No. 6 LLC
BRUCE SCHLANSKER
Bruce Schlansker, Chairman
Agreed to and accepted this 30th day of October 1998.
Beard Mining, L.L.C.
By: Beard Technologies, Inc., an Oklahoma
Corporation, Member and Manager
HERB MEE, JR.
Herb Mee, Jr.
Member Herb Mee, Jr., Vice President
cc: William Kraemer
R.G. Ryan
Steve Richardson, Esq.
EX-10(aa)
MCNIC Pipeline & Processing Company
150 West Jefferson Avenue
Suite 1700
Detroit, Michigan 48226
30 October, 1998
VIA FACSIMILE
(405) 842-9901 and
FEDERAL EXPRESS
Mr. Herb Mee, Jr.
Beard Technologies, Inc.
5600 North May Avenue
Suite 320
Oklahoma City, Oklahoma 73112
Re: Amendment to Operation and Maintenance Agreement among CRC No. 1 LLC,
CRC No. 2 LLC, CRC No. 3 LLC, CRC No. 4 LLC, CRC No. 5 LLC and CRC No. 6 LLC
and Beard Technologies, Inc.
Dear Mr. Mee:
When fully executed by the parties, this letter agreement shall reflect
our agreement regarding amending Section 8.1 of the Operation and
Maintenance Agreement (the "Agreement") among CRC No. 1 LLC, CRC
No. 2 LLC, CRC No. 3 LLC, CRC No. 4 LLC, CRC No. 5 LLC and CRC
No. 6 LLC and Beard Technologies, Inc. The parties agree that
Section 8.1 of the Agreement is to be replaced in its entirety
with the following language effective October 30, 1998:
8.1 Term. Unless sooner terminated as provided herein,
the term of this Agreement shall commence on the effective
date of this Agreement and shall expire on December 31, 1998
(the "Initial Term"). After the expiration of the Initial
Term, this Agreement may be terminated without cause by
either party upon thirty days written notice to the other.
If the above accurately sets forth our agreement, please execute two copies
of this letter agreement where indicated below and return one copy to the
undersigned.
CRC No. 1 LLC
CRC No. 2 LLC
CRC No. 3 LLC
CRC No. 4 LLC
CRC No. 5 LLC
CRC No. 6 LLC
BRUCE SCHLANSKER
Bruce Schlansker, Chairman
Agreed to and accepted this 30th day of October 1998.
Beard Technologies, Inc.
W. M. BEARD
Its: W. M. Beard, President
cc: William Kraemer
R.G. Ryan
Steve Richardson, Esq.
<TABLE>
THE BEARD COMPANY
COMPUTATION OF LOSS PER SHARE
<CAPTION>
For the Three Months Ended For the Nine Months Ended
-------------------------- ------------------------
September 30, September 30, September 30, September 30,
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Basic and Diluted Earnings (Loss) Per Share:
Loss from continuing operations $ (44,000) $ (292,000) $ (320,000) $ (691,000)
============ ============ ============ ============
Earnings (loss) from discontinued
operations $ 168,000 $ 246,000 $ (880,000) $ 242,000
============ ============ ============ ============
Net earnings (loss) per statement
of operations $ 124,000 $ (46,000) $(1,200,000) $ (449,000)
============ ============ =========== ============
Net earnings (loss) attributable
to common shareholders per
statement of operations $ 124,000 $ (46,000) $(1,200,000) $ (449,000)
============ ============ ============ ============
Weighted average common shares outstanding:
Basic and diluted 2,568,000 2,805,000 2,542,000 2,801,000
============ ============ ============ ============
Net earnings (loss) per average common share outstanding:
Basic and diluted
Loss from continuing
operations $ (0.02) $ (0.10) $ (0.12) $ (0.25)
Earnings (loss) from discontinued
operations (0.07) 0.08 (0.35) 0.09
----------- ----------- ----------- -----------
Net earnings (loss) $ 0.05 $ (0.02) $ (0.47) $ (0.16)
=========== =========== =========== ===========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 6,299
<SECURITIES> 0
<RECEIVABLES> 3,183
<ALLOWANCES> (80)
<INVENTORY> 365
<CURRENT-ASSETS> 10,251
<PP&E> 33,458
<DEPRECIATION> (4,648)
<TOTAL-ASSETS> 41,940
<CURRENT-LIABILITIES> 27,490
<BONDS> 0
889
0
<COMMON> 3
<OTHER-SE> 11,304
<TOTAL-LIABILITY-AND-EQUITY> 41,940
<SALES> 2,908
<TOTAL-REVENUES> 7,970
<CGS> 2,836
<TOTAL-COSTS> 8,334
<OTHER-EXPENSES> (592)
<LOSS-PROVISION> 5
<INTEREST-EXPENSE> 587
<INCOME-PRETAX> (254)
<INCOME-TAX> (66)
<INCOME-CONTINUING> (320)
<DISCONTINUED> (880)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,200)
<EPS-PRIMARY> (0.47)
<EPS-DILUTED> (0.47)
</TABLE>
