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 June 30, 1999 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 July 31, 1999.
Common Stock $.001 par value - 2,441,074
<PAGE>
THE BEARD COMPANY
INDEX
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Balance Sheets - June 30, 1999 (Unaudited) and December 31, 1998
Statements of Operations and Comprehensive Income - Three Months
and Six Months ended June 30, 1999 and 1998 (Unaudited)
Statements of Shareholders' Equity - Year ended December 31, 1998
and Six Months ended June 30, 1999 (Unaudited)
Statements of Cash Flows - Six Months ended June 30, 1999 and 1998
(Unaudited)
Notes to Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
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 1. FINANCIAL INFORMATION.
Item 1. Financial Statements
<TABLE>
THE BEARD COMPANY AND SUBSIDIARIES
Balance Sheets
June 30, 1999 (Unaudited) and December 31, 1998
<CAPTION>
June 30, December 31,
Assets 1999 1998
------------ ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 3,018,000 $ 5,190,000
Accounts receivable, less allowance for doubtful
receivables of $55,000 in 1999 and $69,000 in
1998 196,000 1,386,000
Inventory 247,000 383,000
Prepaid expenses and other assets 188,000 259,000
Current portion of notes receivable 399,000 57,000
------------ ------------
Total current assets 4,048,000 7,275,000
------------ ------------
Notes receivable 317,000 354,000
Investments and other assets 2,086,000 1,887,000
Property, plant and equipment, at cost 9,784,000 32,921,000
Less accumulated depreciation, depletion and
amortization 4,515,000 5,139,000
------------ ------------
Net property, plant and equipment 5,269,000 27,782,000
------------ ------------
Intangible assets, at cost 134,000 167,000
Less accumulated amortization 98,000 128,000
------------ ------------
Net intangible assets 36,000 39,000
------------ ------------
$ 11,756,000 $ 37,337,000
============ ============
Liabilities and Shareholders' Equity
Current liabilities:
Trade accounts payable $ 459,000 $ 677,000
Accrued expenses 698,000 1,385,000
Income taxes payable 68,000 100,000
Current maturities of long-term debt 124,000 119,000
------------ ------------
Total current liabilities 1,349,000 2,281,000
------------ ------------
Long-term debt less current maturities 2,523,000 25,780,000
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 1999 and 1998 3,000 3,000
Capital in excess of par value 37,723,000 37,747,000
Accumulated deficit (28,931,000) (27,819,000)
Accumulated other comprehensive income 6,000 -
Treasury stock, 382,555 and 310,890 shares,
at cost in 1999 and 1998, respectively (1,806,000) (1,544,000)
------------ ------------
Total common shareholders' equity 6,995,000 8,387,000
------------ ------------
Commitments and contingencies (note 7)
$ 11,756,000 $ 37,337,000
============ ============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
THE BEARD COMPANY AND SUBSIDIARIES
Statements of Operations and Comprehensive Income
(Unaudited)
<CAPTION>
For Three Months Ended For Six Months Ended
------------------------ -----------------------
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Coal reclamation $ 108,000 $ 631,000 $ 792,000 $ 631,000
Carbon dioxide 105,000 157,000 224,000 317,000
Other 21,000 9,000 30,000 17,000
----------- ----------- ----------- -----------
234,000 797,000 1,046,000 965,000
----------- ----------- ----------- -----------
Expenses:
Coal reclamation (exclusive of depreciation,
depletion and amortization shown
separately below) 275,000 228,000 688,000 263,000
Carbon dioxide (exclusive of depreciation,
depletion and amortization shown
separately below) 26,000 34,000 54,000 69,000
Environmental remediation (exclusive of
depreciation, depletion and amortization
shown separately below) 46,000 53,000 102,000 77,000
Selling, general and administrative 581,000 580,000 1,110,000 976,000
Depreciation, depletion & amortization 23,000 15,000 204,000 31,000
Other 38,000 10,000 46,000 15,000
----------- ----------- ----------- -----------
989,000 920,000 2,204,000 1,431,000
----------- ----------- ----------- -----------
Operating profit (loss):
Coal reclamation (281,000) 218,000 (337,000) 102,000
Carbon dioxide 70,000 115,000 154,000 232,000
Environmental remediation (78,000) (59,000) (155,000) (86,000)
Other (466,000) (397,000) (820,000) (714,000)
----------- ----------- ----------- -----------
(755,000) (123,000) (1,158,000) (466,000)
Other income (expense):
Interest income 67,000 107,000 120,000 244,000
Interest expense (2,000) - (158,000) -
Gain (loss) on sale of assets 1,000 (8,000) 3,000 4,000
Equity in earnings of unconsolidated
affiliates 110,000 90,000 25,000 199,000
Other 34,000 - 72,000 (15,000)
----------- ----------- ----------- -----------
Income (loss) from continuing operations
before income taxes (545,000) 66,000 (1,096,000) (34,000)
Income taxes (note 6) (16,000) (56,000) (16,000) (56,000)
----------- ----------- ----------- -----------
Income (loss) from continuing operations (561,000) 10,000 (1,112,000) (90,000)
Discontinued operations (note 3):
Loss from discontinued operations - (286,000) - (610,000)
Estimated loss from discontinuing other
environmental services activities - (624,000) - (624,000)
----------- ----------- ----------- -----------
Loss from discontinued operations - (910,000) - (1,234,000)
----------- ----------- ----------- -----------
Net loss (561,000) (900,000) (1,112,000) (1,324,000)
Other comprehensive income
Foreign currency translation adjustment 13,000 - 6,000 -
----------- ----------- ----------- -----------
Comprehensive loss $ (548,000) $ (900,000) $(1,106,000) $(1,324,000)
=========== =========== =========== ===========
Net loss per average common share outstanding:
Basic and diluted:
Loss from continuing operations $ (0.23) $ 0.00 $ (0.45) $ (0.04)
Loss from discontinued operations 0.00 (0.36) 0.00 (0.48)
----------- ----------- ----------- -----------
Net loss $ (0.23) $ (0.36) $ (0.45) $ (0.52)
=========== =========== =========== ===========
Weighted average common shares outstanding -
basic and diluted 2,459,000 2,528,000 2,464,000 2,528,000
=========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
THE BEARD COMPANY AND SUBSIDIARIES
Statements of Shareholders' Equity
<CAPTION>
Accumulated Total
Capital In Other Common
Common Excess of Accumulated Comprehensive Treasury Shareholders'
Stock Par Value Deficit Income Stock Equity
------ ---------- ----------- ------------- -------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1997 $ 3,000 $37,911,000 $(23,962,000) $ - $(1,519,000) $12,433,000
Net loss, year ended December 31, 1998 - - (3,857,000) - - (3,857,000)
Sale of 37,500 shares of treasury stock - (112,000) - - 188,000 76,000
Issuance of 11,000 shares of treasury stock
for stock option exercises - (52,000) - - 52,000 -
Purchase of 55,500 shares of common stock - - - - (265,000) (265,000)
------- ----------- ------------ ----------- ----------- -----------
Balance, December 31, 1998 $ 3,000 $37,747,000 $(27,819,000) $ - $(1,544,000) $ 8,387,000
Net loss, six months ended June 30, 1999
(unaudited) - - (1,112,000) - - (1,112,000)
Other comprehensive income:
Foreign currency translation adjustment
(unaudited) - - - 6,000 - 6,000
Issuance of 3,760 shares of treasury stock
for stock option exercises (unaudited) - (24,000) - - 24,000 -
Purchase of 75,425 shares of common stock
(unaudited) - - - - (286,000) (286,000)
------- ----------- ------------ ----------- ----------- -----------
Balance, June 30, 1999 (unaudited) $ 3,000 $37,723,000 $(28,931,000) $ 6,000 $(1,806,000) $ 6,995,000
======= =========== ============ =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
THE BEARD COMPANY AND SUBSIDIARIES
Statements of Cash Flows
(Unaudited)
<CAPTION>
For the Six Months Ended
------------------------
June 30, 1999 June 30, 1998
------------- -------------
<S> <C> <C>
Operating activities:
Cash received from customers $ 5,412,000 $ 4,149,000
Cash paid to suppliers and employees (5,612,000) (5,085,000)
Interest received 116,000 301,000
Interest paid (253,000) (96,000)
Taxes paid (64,000) (244,000)
------------ ------------
Net cash used in operating activities (401,000) (975,000)
------------ ------------
Investing activities:
Acquisition of property, plant and equipment (870,000) (1,441,000)
Proceeds from sale of assets 5,000 45,000
Payments on notes receivable 315,000 -
Investment in subsidiary (300,000) -
Advances for notes receivable (560,000) -
Net advances to subsidiary (41,000) -
Proceeds from sale of business - 1,000,000
Purchase of minority interest - (900,000)
Acquisition of travel facilities, net of cash
acquired of $49,000 - (763,000)
Other 161,000 (91,000)
------------ ------------
Net cash used in investing activities (1,290,000) (2,150,000)
------------ ------------
Financing activities:
Payments on line of credit and term notes (195,000) (611,000)
Proceeds from line of credit and term notes - 786,000
Purchase of treasury stock (286,000) -
Preferred stock repurchase - (4,005,000)
------------ ------------
Net cash used in financing activities (481,000) (3,830,000)
------------ ------------
Net decrease in cash and cash equivalents (2,172,000) (6,955,000)
Cash and cash equivalents at beginning of period 5,190,000 13,955,000
------------ ------------
Cash and cash equivalents at end of period $ 3,018,000 $ 7,000,000
============ ============
</TABLE>
<TABLE>
Reconciliation of Net loss to Net Cash Used in
Operating Activities
<CAPTION>
For the Six Months Ended
------------------------
June 30, 1999 June 30, 1998
------------- -------------
<S> <C> <C>
Net loss $ (1,112,000) $ (1,324,000)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation, depletion and amortization 319,000 276,000
(Gain) loss on sale of assets (3,000) 22,000
Equity in net (income) loss of unconsolidated
affiliates (25,000) (199,000)
Loss from discontinued operations - 624,000
Net cash used by discontinued operations
offsetting accrued impairment loss (345,000) -
Minority interest in operations of
consolidated subsidiaries - (157,000)
Other 6,000 7,000
Decrease in accounts receivable, prepaid
expenses and other current assets 1,275,000 274,000
Decrease in inventories 115,000 12,000
Decrease in accounts payable, accrued
expenses and other liabilities (631,000) (510,000)
------------ ------------
Net cash used in operating activities $ (401,000) $ (975,000)
============ ============
Supplemental Schedule of Noncash Investing and Financing Activities:
Exchange of coal extraction and beneficiation
equipment for release of debt obligation $ 23,053,000 $ -
============ ============
Purchase of property, plant and equipment
through the issuance of debt obligations $ - $ 24,652,000
============ ============
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
============ ============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Notes to Financial Statements
June 30, 1999 and 1998
(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 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 The Beard Company's 1998 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 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 six-month periods ended
June 30, 1999, are not necessarily indicative of the results to be
expected for the full year.
The Company's current significant operations are within the
following segments: (1) the Coal Reclamation-U.S. ("CR-U.S.")
Segment, consisting of the coal reclamation activities and services
related to the Company's patented Mulled Coal Technology (the "M/C
Technology"); (2) the Coal Reclamation-China ("CR-China") Segment,
consisting of the Company's efforts to develop coal reclamation
operations in China utilizing the M/C Technology; (3) the Carbon
Dioxide ("CO2") Segment, consisting of the production of CO2 gas;
(4) the Well Testing ("WT") Segment, consisting of the Company's
50% ownership in a company involved in natural gas well testing
operations in northeastern Mexico; (5) the Environmental
Remediation ("ER") Segment, consisting of the remediation of
creosote and polycyclic aromatic hydrocarbon ("PAH") contamination;
and (6) the Brine Extraction/Iodine Manufacturing ("BE/IM")
Segment, consisting of the Company's 40%-ownership investment in a
joint venture for the extraction, production and sale of crude
iodine.
The Company operated in the interstate travel facilities business
(the "ITF" Segment) following its acquisition of four travel
facilities in February 1998. As discussed in Note 3, in April
1999, the Company's Board of Directors adopted a formal plan to
discontinue its ITF Segment. Also, as discussed in note 3, in
August 1998, 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"), Horizontal Drilling Technologies,
Inc. ("HDT") and Incorporated Tank Systems.
The coal reclamation activities conducted by Beard Technologies,
Inc. and Beard Sino-American Resources Co., Inc. now comprise the
CR-U.S. Segment and the CR-China Segment, respectively. The
environmental remediation activities conducted by ISITOP, Inc. now
comprise the ER Segment.
(2) Aquisitions
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 cash of $490,000. The travel facilities are
geared toward the needs of interstate highway travelers and
included a service station, convenience store and a restaurant.
The fair value of identifiable tangible net assets acquired
approximated $628,000 on the acquisition date.
On February 27, 1998, ITF acquired two 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 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. Approximately $1,051,000 of costs in excess of fair
value of the net assets acquired was recorded as goodwill and was
being amortized 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 promissory note.
The fair value of the identifiable tangible assets approximated
$870,000 on the acquisition date.
As discussed in Note 3, on April 9, 1999, the Company's Board of
Directors approved a plan to discontinue its ITF Segment.
CR-U.S. 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 $24,000,000. BMLLC financed the
purchase with a $24,000,000 loan from MCNIC Pipeline & Processing
Company ("MCNIC") which was secured solely by the equipment. BMLLC
leased the Equipment to Beard Technologies, Inc. ("BTI") a wholly-
owned subsidiary of Beard, which operated and maintained the
Equipment and six briquetting plants for six limited liability
companies (the "LLC's"), each of which is a subsidiary of MCNIC.
The monthly lease payments equaled the monthly payments due under
the promissory note and were reimbursed costs by the LLC's under
BTI's operating agreements with the LLC's.
Concurrent with BMLLC's acquisition of the Equipment, BTI entered
into operating agreements with the LLC's to provide services for
which it was being compensated under a cost-plus arrangement
pursuant to which it received a minimum profit of $100,000 per
month (the "Operating Agreements").
On December 16, 1998, the LLC's terminated the Operating Agreements
effective January 31, 1999. BTI maintained a reduced work force at
the plants for security reasons through April 30, 1999.
On March 19, 1999, BTI and MCNIC entered into an agreement,
effective January 31, 1999, whereby BTI assigned its 100% interest
in BMLLC to MCNIC in exchange for a release from MCNIC of any
obligations BTI has or would have had as an interest owner in BMLLC
(the "Exchange Agreement"). As a result of the Exchange Agreement,
the Company was relieved of its obligations under the promissory
note and the related loan documents in exchange for its ownership
in the Equipment. The remaining net book value of the Equipment
exchanged equaled the remaining principal balance of the promissory
note forgiven. Therefore, no gain or loss resulted from the
transaction.
The above acquisitions were 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 respective acquisition dates.
The Company considers the acquisition of the travel facilities and
the Equipment as asset acquisitions; therefore, no pro forma
financial information has been reported in the accompanying
financial statements.
(3) Discontinued Operations
ITF Segment
On April 9, 1999, Beard's Board of Directors adopted a formal plan
to discontinue its ITF Segment. On April 13, 1999, Beard entered
into an agreement of terms with ITF and its minority shareholders
whereby (1) the original purchase price of the two properties
purchased from the minority shareholders will be adjusted downward
by canceling the $544,000 (balance of $440,000 at March 31, 1999)
promissory note to the minority shareholders; (2) Beard will sell
22,321 shares of its ITF common stock for $1,000 and will grant an
irrevocable proxy to the minority shareholders for its remaining
30% common ownership in ITF, thereby surrendering its operating and
voting control of ITF; and, (3) ITF and Beard will restructure
ITF's indebtedness to Beard whereby ITF will (a) obtain a release
of and assign to Beard $327,000 of certificates of deposit
currently securing certain ITF debt obligations, and (b) will
deliver two promissory notes to Beard totaling $2,053,000 (note A
with a principal balance of $1,514,000 ("Note A") and note B with a
principal balance of $539,000 ("Note B")). Note A will be secured
by (a) a first mortgage on two of ITF's convenience store
properties (the "C-stores"); and (b) a security interest in related
equipment; and (c) the ITF shares being sold to ITF (the
"Collateral"). All proceeds from the sale of the two C-stores and
Collateral will be applied first to Note A and then to Note B.
Note A will not bear interest until both the C-stores are sold (the
"Trigger Date") at which time the remaining principal, if any, will
bear interest at 8% per annum. ITF has agreed to use its best
efforts to sell the two C-stores within one year. Note B will be
unsecured and bear interest at 6% per annum until the Trigger Date
at which time the interest rate increases to 8% per annum. No
payment, other than from the proceeds from the sale of the C-stores
and the Collateral, is required on either note until the Trigger
Date, at which time equal monthly interest and principal payments
become due over a 36-to-60 month period, based upon the amount of
the unpaid principal balances of the notes at the Trigger Date.
Closing of the above agreement has been delayed pending release and
assignment of ITF's certificates of deposit (the "C/D's") currently
securing ITF's debt obligations. Beard expects that the C/D's will
be released by September 30, 1999 at which time Beard will proceed
with the closing. However, if the closing does not occur Beard
will pursue other alternatives, such as liquidating ITF's assets.
Until then, Beard retains operational and voting control over ITF;
therefore, ITF's assets and liabilities have been consolidated in
the accompanying balance sheets. Results of operations for the ITF
Segment have been reported as discontinued operations in the
accompanying statements of operations. Revenues from the
discontinued ITF Segment were $1,022,000 and $1,307,000,
respectively, for the three and six-month periods ended June 30,
1998. Losses from the discontinued ITF Segment were $141,000 and
$186,000, respectively, for the three and six-month periods ended
June 30, 1998.
Beard recorded a $1,603,000 estimated loss from discontinuing the
ITF Segment in 1998. $1,256,000 of the loss represented the
difference in the estimated fair value of Notes A and B and Beard's
investment in and notes and accounts receivable from ITF at
December 31, 1998. Beard recorded the loss as a reduction in
goodwill resulting from the purchase of the ITF facilities, with
the remaining $205,000 recorded as a reduction in ITF's property,
plant and equipment. Beard recorded a provision of $347,000 in
1998 for the estimated operating losses expected to be incurred by
ITF from January 1, 1999 through disposition. ITF's actual losses
for the three and six-month periods ended June 30, 1999, were
$174,000 and $345,000, respectively. Such losses were charged
against the loss accrual recorded in 1998. Beard does not expect
to incur additional losses through the date Beard ceases to control
ITF's operations, which is expected to be no later than the end of
1999.
As of June 30, 1999, the significant assets related to the ITF
Segment consist of inventory, certificates of deposit, the travel
facilities and a truck wash with a total recorded value of
$3,947,000. The significant liabilities of the segment consist of
trade accounts payable, accrued expenses and debt obligations
totaling $2,921,000.
Other E/S Operations
In August 1998, the Company's Board of Directors approved a formal
plan to discontinue its Other E/S Operations and the Company
recorded an estimated loss of $624,000 expected from the
discontinuation of such operations. $534,000 of the loss
represented the difference in the estimated amounts to be received
from disposing of the Other E/S Operations' assets and the assets'
recorded values on the date of discontinuance. $455,000 of the
loss represented anticipated operating losses until disposal of the
assets is complete. Offsetting the losses was a $365,000 gain from
early extinguishment of an obligation which was payable only from
80% of the cash flows (prescribed under the obligation agreement)
of HDT and Whitetail.
The Company has sold a portion of the Other E/S Operations
equipment for a total price of $583,000, since its date of
discontinuance. The sales prices approximated the assets' carrying
values. $359,000 of the equipment sales were for various notes
receivable with terms ranging from three to seven years. The
Company is actively seeking opportunities to sell the remaining
other E/S operations equipment and anticipates the assets will be
disposed of by December 31, 1999.
Results of operations for the three and six-month periods ended
June 30, 1998, have been reported as discontinued in the
accompanying statements of operations. Revenues applicable to the
discontinued segment were $618,000 and $1,583,000 for the three and
six-month periods ended June 30, 1998, respectively. The losses
applicable to the discontinued Other E/S Operations were $145,000
and $424,000 for the three and six-month periods ended June 30,
1998, respectively. The Company did not incur significant
operating costs during the three and six-month periods ended June
30, 1999, related to the Other E/S Operations.
As of June 30, 1999, the significant assets related to the Other
E/S Operations consist primarily of equipment with a recorded value
of $270,000. The significant liabilities related to the Other
E/S Operations consist of accounts payables and accrued expenses
totaling $100,000.
Solid CO2 Segment
In 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").
As of June 30, 1999, the solid CO2 segment had no significant
assets. The significant liabilities of the solid CO2 segment
consisted of accrued employee severance compensation of $155,000.
Real Estate Segment
In 1997, the Company discontinued its real estate construction and
development activities and disposed of all of its related assets
except for one speculative home with a cost of $227,000. The
Company sold the remaining speculative home on April 27, 1999, for
$228,000.
(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 1999 operations
through June 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) Income (loss) Per Share
Basic loss per share data is computed by dividing loss attributable
to common shareholders by the weighted average number of common
shares outstanding for the period. Diluted loss per share in the
statements of operations exclude potential common shares issuable
upon conversion of redeemable preferred stock or exercise of stock
options because the results are not dilutive to basic earnings
(loss) per share.
(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 and six-month periods ended June 30,
1999 and 1998 consist of federal alternative minimum tax of $16,000
and $36,000, respectively. The Company also recorded $20,000 of
state income taxes for the three and six-month periods ended June
30, 1998.
At June 30, 1999, the Company estimates that it had the following
income tax carryforwards available for both income tax and
financial reporting purposes (in thousands):
<TABLE>
<CAPTION>
Expiration
Date Amount
---------- --------
<S> <C> <C>
Federal regular tax operating loss carryforwards 2004-2010 $ 51,641
Investment tax credit carryforward 1999-2000 $ 221
Tax depletion carryforward Indefinite $ 5,500
</TABLE>
(7) 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.
In June 1999, the Company became a guarantor of a 9.5%, one-year
term, $600,000 note evidencing a borrowing by the Company's 50%-
owned equity investment engaged in well testing operations in
Mexico. The note is separately guaranteed in full by the other 50%
corporate owner of the joint venture and the owners of that
company, as individuals.
(8) Business Segment Information
The Company primarily manages its business by products and
services; however, the Company's Coal Reclamation Segment is
further managed by geographic location. The Company evaluates its
operating segments performance based on earnings or loss from
operations before income taxes. The Company had six reportable
segments during the three and six-month periods ended June 30,
1999: Coal Reclamation-U.S., Coal Reclamation-China, Carbon
Dioxide, Well Testing, Environmental Remediation and Brine
Extraction/Iodine Manufacturing. The Company had five reportable
segments during the three and six-month periods ended June 30,
1998. The Coal Reclamation-U.S. and China Segments consist of coal
reclamation services which may or may not involve the Company's
patented Mulled Coal Technology. The Carbon Dioxide Segment
consists of the production of CO2 gas. The Well Testing Segment
consists of the Company's 50% ownership in a company involved in
natural gas well testing operations in northeastern Mexico. The
Environmental Remediation Segment consists of services to remediate
creosote and polycyclic aromatic hydrocarbon contamination. The
Brine Extraction/Iodine Manufacturing Segment consists of the
Company's 40%-ownership investment in a joint venture for the
extraction, production and sale of crude iodine.
The following is certain financial information regarding the
Company's reportable segments (presented in thousands of dollars).
General corporate assets and expenses are not allocated to any of
the Company's operating segments; therefore, they are included as a
reconciling item to consolidated total assets and income (loss)
from continuing operations before income taxes reported in the
Company's accompanying financial statements.
<TABLE>
<CAPTION>
Coal Coal
Reclamation Reclamation Carbon Environmental Iodine Well
U.S. China Dioxide Remediation Manufacturing Testing Totals
----------- ----------- ------- ------------- ------------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Three months ended
- ------------------
June 30, 1999
- ------------------
Revenues from
external customers $ 108 $ - $ 105 $ - $ 614 $ 813 $ 1,640
Segment profit (loss) (201) (75) 134 (86) (61) 171 (118)
Three months ended
- ------------------
June 30, 1998
- ------------------
Revenues from
external customers 631 - 157 - 248 - 1,036
Segment profit (loss) 261 (63) 115 (61) 32 - 284
Six months ended
- ----------------
June 30, 1999
- ----------------
Revenues from
external customers 792 - 224 - 920 900 2,836
Segment profit (loss) (325) (158) 218 (170) (160) (58) (653)
Segment assets 1,712 - 484 52 2,165 2,175 6,588
Six months ended
- ----------------
June 30, 1998
- ----------------
Revenues from
external customers 631 - 317 - 1,370 - 2,318
Segment profit (loss) 192 (110) 232 (91) 115 - 338
Segment assets 24,615 - 449 49 4,113 - 29,226
</TABLE>
Reconciliation of total reportable segment profit (loss) to
consolidated income (loss) from continuing operations before income
taxes is as follows for the three and six months ended June 30,
1999 and 1998 (in thousands):
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended Ended
-------------------- ------------------
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Total profit (loss) for reportable segments $ (118) $ 284 $ (653) $ 338
Eliminate (earnings) loss from brine
extraction/iodine manufacturing and
well testing operations accounted
for as equity investments (110) (32) 218 (115)
Equity in earnings (loss) from brine
extraction/iodine manufacturing and
well testing operations accounted
for as equity investments 64 26 (90) 72
Net corporate costs not allocated to
segments (381) (212) (571) (329)
------- ------- ------- ------
Total consolidated income (loss) from
continuing operations before income
taxes $ (545) $ 66 $(1,096) $ (34)
======= ======= ======= ======
</TABLE>
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, 1998 and results of
operations for the quarter ended June 30, 1999 compared to the prior
year second quarter and the six months ended June 30, 1999 compared to
the prior year six 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 1998 Form 10-K.
The Company's current significant operations are within the
following segments: (1) the Coal Reclamation-U.S. ("CR-U.S.")
Segment, consisting of the coal reclamation activities and services
related to the Company's patented Mulled Coal Technology (the "M/C
Technology"); (2) the Coal Reclamation-China ("CR-China") Segment,
consisting of the Company's efforts to develop coal reclamation
operations in China utilizing the M/C Technology; (3) the Carbon
Dioxide ("CO2") Segment, consisting of the production of CO2 gas; (4)
the Well Testing ("WT") Segment, consisting of the Company's 50%
ownership in a company involved in natural gas well testing operations
in northeastern Mexico; (5) the Environmental Remediation ("ER")
Segment, consisting of the remediation of creosote and polycyclic
aromatic hydrocarbon ("PAH") contamination; and (6) the Brine
Extraction/Iodine Manufacturing ("BE/IM") Segment, consisting of the
Company's 40%-ownership investment in a joint venture for the
extraction, production and sale of crude iodine.
The Company operated in the interstate travel facilities business
(the "ITF" Segment) following its acquisition of four travel
facilities in February 1998. In April 1999, the Company's Board of
Directors adopted a formal plan to discontinue its ITF Segment. In
August 1998, 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"), Horizontal Drilling Technologies, Inc. ("HDT") and
Incorporated Tank Systems.
Material changes in financial condition - June 30, 1999 as compared
with December 31, 1998.
The following table reflects changes in the Company's financial
condition during the periods indicated:
<TABLE>
<CAPTION>
June 30, December 31, Increase
1999 1998 (Decrease)
-------- ------------ ----------
<S> <C> <C> <C>
Cash and cash equivalents $ 3,018,000 $ 5,190,000 $(2,172,000)
Working capital $ 2,699,000 $ 4,994,000 $(2,295,000)
Current ratio 3.00 to 1 3.19 to 1
</TABLE>
During the first six months of 1999, the Company reduced its
working capital by $2,295,000 from $4,994,000 as of December 31, 1998.
$341,000 of the decrease was a result of additional capital
contributions of $300,000 and net advances of $41,000 to the Company's
joint venture involved in natural gas well testing in northeastern
Mexico. The Company loaned a net amount of $260,000 to its partner in
the WT Segment to temporarily fund its share of the investment.
$855,000 was used to purchase property, plant and equipment for the
operating segments. $286,000 was used to purchase treasury stock
during the six months. $224,000 was invested in the ITF Segment to
fund operations prior to the decision to discontinue such operations.
The remaining decrease was a result of funding additional operating
losses.
The Company had a significant improvement in its debt ratios
during the first half of 1999. The termination of the MCNIC coal
fines debt agreements effective as of January 31, 1999, resulted in
the removal of $23,053,000 of debt and a corresponding amount of
property, plant and equipment from the Company's balance sheet. Such
debt had been reflected as a long-term obligation on the December 31,
1998 balance sheet. Removal of the debt lowered the Company's debt-
to-equity ratio to 0.38 to 1 from 3.09 to 1 at year-end 1998.
On April 13, 1999, the Company entered into an agreement which
resulted in the discontinuance of the ITF Segment (Interstate Travel
Facilities, Inc. ("ITF")) effective as of March 31, 1999 (see Note 3
to the accompanying financial statements). Closing of the agreement
has been delayed pending the release and assignment to Beard of
$327,000 of certificates of deposit (the "C/D's") by the bank which is
holding same as collateral. Beard expects the C/D's will be released
by September 30, 1999 at which time Beard will proceed with the closing.
However, if the closing does not occur Beard will pursue other
alternatives, such as liquidating ITF's assets. Until then,
Beard retains operating and voting control over ITF; therefore, ITF's
assets and liabilities have been consolidated in the accompanying
balance sheets and results of operations for the ITF Segment have been
reported as discontinued in the accompanying statements of operations.
The discontinuance of the ITF Segment will ultimately result in
the removal from the Company's balance sheet of all but $39,000
of the debt which remained at June 30, 1999 as $2,608,000 of the
debt is associated with ITF's assets, and the Company is not a
guarantor of such indebtedness. This will result in a further
improvement in the Company's debt ratios and is expected to add
$327,000 to working capital. At June 30, 1999, the Company had
$575,000 of credit available under its existing bank line of credit.
Revenues from the MCNIC coal fines projects accounted for 97% of the
Company's revenues from continuing operations in calendar
year 1998. Accordingly, the termination of the MCNIC operating
agreements effective January 31, 1999 (see Note 2 to the accompanying
financial statements) had a material detrimental effect upon the
Company's profitability during the first six months of 1999 and will
have a similar impact upon future results.
Beard Technologies, Inc ("BTI") is winding down three separate projects
involving the coring of seven ponds for two large coal companies and
a major southern utility. Coring has been completed at six of the
ponds and should be completed at the other pond this week. Preliminary
sample analyses have been positive, and we hope to begin negotiations
in early September to install pond recovery plants and begin recovery
operations at two of the sites. The Company has already purchased
most of the equipment for one project and can easily fund the remainder
of the equipment and working capital required for such project from
available funds and its existing credit line. The Company's ability
to take on incremental projects (other than those for which it serves
solely as operator) will be limited by its success in arranging
suitable financing or equipment leasing facilities for such projects.
The Company's cash reserves and credit lines will be adequate to
fund the $2,005,000 of capital expenditures projected for the Company
for the last six months of the year. Presently anticipated capital
expenditures include (i) $1,100,000 for the CR-U.S. Segment, (ii)
$725,000 for the CR-China Segment, (iii) $60,000 for the ER Segment,
(iv) $20,000 for Beard corporate; and $100,000 for the new WT Segment.
In April, 1999, the Company spent approximately $800,000 on equipment
for the CR-U.S. Segment. The remaining $1,825,000 of the $2,625,000
originally targeted for expenditure by the two CR Segments is
speculative since it is targeted for expenditure on (i) reclamation
facilities on which coring operations are currently in progress and
(ii) a reclamation facility in China where negotiations are still in
progress.
The $800,000 equipment purchase was for a coal fines processing
plant which had formerly been located at the Bee Veer Mine owned and
operated by Associated Electric Cooperative, Inc. near Moberly in
north central Missouri. The plant is capable of producing 118 tons
per hour of fine coal. The Company is currently evaluating several
potential pond sites and expects to make a decision in the near future
concerning the site where the plant will be placed, subject to final
negotiations with the pond owners.
The Company's decision to discontinue the ITF Segment is expected
to have a beneficial impact on future operations and liquidity since
the Company has ceased funding losses generated by such operations.
The sale of Carbonic Reserves in October of 1997 provided the
Company with significant liquid resources; however, a major portion of
such funds have been utilized. Future cash flows and availability of
credit are subject to a number of variables, including demand for the
Company's coal reclamation services and technology, private and
governmental demand for environmental remediation services, continuing
demand for CO2 gas and iodine and for the services provided by the
Company's WT Segment. The Company anticipates that its current
resources, future cash flows and availability of credit due to the
Company's improved debt ratios will enable it to meet its planned
operating costs and capital spending requirements for 1999.
The Company utilized $2,172,000 of cash during the first half of
the year, which included $814,000 for capital expenditures by the CR-
U.S. Segment, including $300,000 which was invested and $41,000, net,
which was loaned to the new WT Segment, plus $260,000, net, which was
loaned to the joint venture partner in the WT Segment to temporarily
fund its share of the investment. The Company used cash of $286,000
and $401,000, respectively, to purchase treasury stock and fund
continuing operations during the first half of 1999. The Company
recognizes the importance of getting one or two projects operating in
the CR Segments so that it can resume a positive cash flow as rapidly
as possible.
Although working capital decreased $2,295,000 in the first six
months of 1999, the Company remained in a good working capital
position with working capital of $2,699,000, including $3,018,000 of
cash and cash equivalents, and a current ratio of 3.00 to 1.
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 June 30,
1999 as compared with the Quarter ended June 30, 1998.
The net loss for the quarter ended June 30, 1999 was $561,000,
compared to a net loss of $900,000 for the second quarter of the prior
year. The second quarter of 1998 included $910,000 of losses
attributable to discontinued operations. The CR Segment reported a
$499,000 decrease in operating profit for the quarter reflecting the
termination, effective January 31, 1999, of the agreements to provide
services relating to the operation of six coal beneficiation and
briquetting plants. The CO2 Segment had a $45,000 decrease in its
operating margin due to a decline in revenue from its interests in the
McElmo Dome field. The ER Segment also experienced an increase in
operating losses of $19,000 primarily as a result of expanded
activities in seeking contracts for its PAH technology. Also, there
was an increase in operating losses of $69,000 in Other---principally
corporate---activities for the second quarter of 1999 compared to the
same period in 1998. As a result, the operating loss in the second
quarter of 1999 was $632,000 larger than in the same period in 1998.
Operating results of the Company's primary operating Segments are
reflected below:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Operating profit (loss):
Coal reclamation $ (281,000) $ 218,000
Carbon dioxide 70,000 115,000
Environmental remediation (78,000) (59,000)
------------ -------------
Subtotal (289,000) 274,000
Other (466,000) (397,000)
------------ -------------
Total $ (755,000) $ (123,000)
============ =============
</TABLE>
The "Other" in the above table reflects primarily general and
corporate activities, as well as other activities and investments of
the Company.
Coal reclamation
As discussed in Note 2 to the accompanying financial statements,
since April of 1998 the Company had been operating six coal slurry
impoundment sites for a subsidiary of a large midwestern utility
company under a cost-plus arrangement which guaranteed the Company a
minimum operating profit of $100,000 per month. The arrangement was
terminated on January 31, 1999. Termination of the contracts was the
primary factor leading to the $281,000 operating loss recorded by the
CR Segments for the second quarter of 1999 compared to a $218,000
operating profit for the same period in 1998. The huge swing in
operating profit (loss) reflects the effect of losing the guaranteed
profit associated with these contracts. There was also a $9,000
increase in SG&A costs incurred in the CR-China Segment as it
continued to pursue opportunities for the Mulled Coal technology.
During the second quarter the Company was negotiating with the
subsidiary concerning the formation of a jointly owned limited
liability company (the "LLC") to pursue the operation of one of the
six projects, and was also having discussions with a third party
(which was negotiating to take over two of the projects) about
operating such projects for them. As part of such negotiations, the
Company agreed to absorb part of the cost of manning the six
facilities on a standby basis through the month of April. At this
point it appears doubtful that the LLC will be formed or that the
third party will end up with the two projects.
Of the CR Segments' $792,000 in revenues for the six months ended
June 30, 1999, approximately $684,000 were billed in the first quarter
of 1999. All of the segments' revenues of $631,000 for the first half
of 1998 were billed in the second quarter of 1998. The segments
incurred $275,000 of operating expenses and $107,000 of SG&A
expenses in the second quarter of 1999 compared to $228,000 of
operating expenses and $120,000 of SG&A expenses for the same period
in 1998.
Carbon dioxide
Second quarter 1999 operations reflected an operating profit of
$70,000 compared to $115,000 in the 1998 second 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 decreased $52,000 or 33% to $105,000 for the
second quarter of 1999 compared to $157,000 for the same period in
1998. CO2 gas is often used as an injectant in secondary and tertiary
recovery processes in the oil and gas industry. The decline in oil
prices in 1998 caused a decline in the demand for CO2 gas. As a
result, the Company's share of production from the above interests
declined to 397,000 MCF for the second quarter of 1999 compared to
587,000 MCF for the same period in 1998.
Environmental remediation
The subsidiary which comprises this segment utilizes a chemical
for which it is the sole U.S. licensee of a process for the
remediation of creosote and PAH contamination. The ER Segment
generated a $19,000 larger operating loss in the second quarter of
1999 as compared with the same period in 1998. The segment recorded
no revenues in the second quarter of 1999 or 1998. Since 1997
personnel employed in the segment have been attempting to develop a
market for the process and the chemical product involved by
demonstrating the benefits of the process to potential customers. The
segment hired a consultant who had been heavily involved in the
marketing process and who joined the staff full time in the third
quarter of 1998. The additional costs associated with the marketing
effort led to an increase in SG&A expenses of $25,000 for the second
quarter of 1999 compared to the same period in 1998.
Other activities
Other operations, consisting principally of general and corporate
activities, generated a $69,000 increase in the loss for the second
quarter of 1999 compared to the same period in 1998. A $58,000
increase in legal costs associated with a class action lawsuit (the
"McElmo Dome Litigation"), in which the Company is a plaintiff against
two major oil companies and others, accounted for most of the
increase. The Company has also incurred additional costs in the
process of developing new investment opportunities. These costs were
partially offset by lower medical and other benefit costs.
Selling, general and administrative expenses
The Company's selling, general and administrative expenses ("SG&A")
in the current quarter were virtually the same as in the 1998 second
quarter. The CR-U.S. Segment had a decrease in SG&A expenses of
$87,000 due to decreased staffing and administrative expenses
incurred as a result of the termination of the coal fines agreements.
This was partially offset by a $9,000 increase in SG&A expenses
in the CR-China Segment as the Company increased its efforts to secure
contracts in China. The ER Segment incurred increased SG&A expenses
of $25,000 for the second quarter of 1999 compared to 1998 as a
result of its increased efforts to market its technology and products.
Other operations incurred approximately $53,000 more in SG&A for
the second quarter of 1999 compared to the same period in 1998
primarily as a result of increased legal costs associated with the
McElmo Dome Litigation. Also, the Company has incurred additional
costs in the process of developing new investment opportunities.
These costs were partially offset by lower medical and other benefit
costs.
Depreciation, depletion and amortization expenses
The second quarter of 1999 reported an increase in DD&A expense of
$8,000, reflecting additions to property, plant and equipment made
since June 30, 1998, primarily in the CR and CO2 Segments.
Other income and expense
Other income and expenses netted to a total income of $210,000 for
the second quarter of 1999, up slightly from the $189,000 in income
recorded for such items in the same period of 1998. Interest income
was down $40,000 for the second quarter of 1999 compared to the same
period in 1998 primarily as a result of the reduction in cash
available for investment. Included in other income in the second
quarter of 1999 is a reversal of $64,000 of impairment taken in 1997
relating to the plugging of a shut-in CO2 gas well. The Company
plugged the well in the second quarter of 1999 and does not expect to
incur additional costs related thereto. The Company's equity in the
earnings of unconsolidated affiliates, including a joint venture for
the extraction, production and sale of crude iodine, an investment in
a natural gas marketing company and an investment in an entity engaged
in natural gas well testing operations in northeastern Mexico (the WT
Segment), was $110,000 for the second quarter of 1999 compared to
$90,000 for the same period in 1998. The WT Segment reflected a
strong turnaround in the second quarter of 1999, with the Company
picking up $73,000 for its 50% share of the profits versus a $115,000
loss for the first quarter.
Income taxes
The Company provided for federal alternative minimum tax expense
of $16,000 for the second quarter of 1999 compared to $20,000 in state
income tax expense and $36,000 of alternative minimum tax in the same
period in 1998. The state income tax provision for 1998 related to
profitable operations begun by the CR Segment in new states in the
second quarter of 1998. The Company has not recorded any financial
benefit attributable to its various tax carryforwards due to
uncertainty regarding their utilization and realization.
Discontinued operations
In April of 1999, the Company's Board of Directors adopted a
formal plan to discontinue its ITF Segment. Revenues and net loss
from the discontinued ITF Segment were $1,022,000 and $141,000,
respectively, for the three months ended June 30, 1998. The minority
shareholders have entered into an agreement with the Company whereby
they will purchase the Company's controlling interest in the segment
effective March 31, 1999 for notes receivable and certificates of
deposit valued at $1,200,000 at March 31, 1999. See Note 3 to the
accompanying financial statements.
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 Operatons. Revenues and net loss applicable to discontinued
operations were $618,000 and $145,000 for the three months ended June
30, 1998, respectively.
Material changes in results of operations - Six months ended June 30,
1999 as compared with the Six months ended June 30, 1998.
The net loss for the six months ended June 30, 1999 was $1,112,000,
compared to a net loss of $1,324,000 for the first six months of the
prior year. Continuing operations posted a net loss of $1,112,000
after taxes of $16,000 compared to a loss of $90,000 after taxes of
$56,000 for the same period in 1998. $1,234,000 of the net loss for
the first half of 1998 related to discontinued operations.
Operating results of the Company's primary operating segments are
reflected below:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Operating profit (loss):
Coal reclamation $ (337,000) $ 102,000
Carbon dioxide 154,000 232,000
Environmental remediation (155,000) (86,000)
------------- -------------
Subtotal (338,000) 248,000
Other (820,000) (714,000)
------------- -------------
Total $ (1,158,000) $ (466,000)
============= =============
</TABLE>
The "Other" in the above table reflects primarily general and
corporate activities, as well as other activities and investments of
the Company.
Coal reclamation
As discussed in Note 2 to the accompanying financial statements,
since April of 1998 the Company had been operating six coal slurry
impoundment sites for a subsidiary of a large midwestern utility
company under a cost-plus arrangement which guaranteed the Company a
minimum operating profit of $100,000 per month. The arrangement was
terminated on January 31, 1999. The $439,000 increase in the
operating loss for the first six months of 1999 compared to the same
period in 1998 reflects the effects of the decrease in the guaranteed
profit realized with these contracts for three months in 1998,
compared to only one month in 1999, as well as the "standby costs"
incurred by the Company from February through April of 1999. Also
contributing to the loss was a $49,000 increase in SG&A costs
incurred in the CR-China Segment as it continued to pursue
opportunities for the Mulled Coal technology. The Company was
negotiating with the subsidiary concerning the formation of a jointly
owned limited liability company to pursue the operation of one of the
six projects, and was also having discussions with a third party
(which was negotiating to take over two of the projects) about
operating such projects for them. As part of such negotiations, the
Company agreed to absorb part of the cost of manning the six
facilities on a standby basis through the month of April.
Carbon dioxide
Operations for the first six months of 1999 resulted in an
operating profit of $154,000 compared to a $232,000 operating profit
for the 1998 first half. 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 decreased
$93,000 or 29% to $224,000 for the first six months of 1999 compared
to $317,000 for the same period in 1998. CO2 gas is often used as an
injectant in secondary and tertiary recovery processes in the oil and
gas industry. The decline in oil prices in 1998 caused a decline in
the demand for CO2 gas. This decrease in demand resulted in
production of only 821,000 MCF of CO2 gas in the first six months of
1999 compared to production of 1,133,000 MCF in the same period in
1998.
Environmental remediation
The ER Segment's operating loss increased $69,000 to $155,000 for
the first six months of 1999 as compared to $86,000 for the same
period in 1998. The segment recorded no revenues in the first half of
1999 or 1998. 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 hired a consultant who joined the staff full time in the
third quarter of 1998 and who has been heavily involved in the
marketing process. The costs associated with the additional marketing
effort led to an increase in operating and SG&A expenses of
approximately $68,000 for the six months of 1999 compared to the
same period in 1998.
Other activities
Other operations, consisting principally of general and corporate
activities, generated a $106,000 increase in operating loss for the
first half of 1999 as compared to the same period last year. The
primary reason for the increased loss was an increase in legal costs
associated with the McElmo Dome Litigation. The Company has also
incurred additional costs in the process of developing new investment
opportunities. These higher costs were partially offset by a
reduction in certain benefit expenses.
Selling, general and administrative expenses
The Company's selling, general and administrative expenses ("SG&A")
in the first half of 1999 increased to $1,110,000 from $976,000 in the
1998 six months. The CR Segment had an increase in SG&A expenses of
$33,000 due primarily to increased efforts to market its technology in
China. The ER Segment's SG&A increased $43,000 for the six
months of 1999 compared to the same period in 1998 as personnel
expanded their efforts to develop the market for the products and
services of the segment. Other operations incurred approximately
$54,000 more in SG&A for the six months of 1999 compared to the same
period in 1998 primarily as a result of the increased legal cost and
the additional personnel costs offset by the reduction in benefit
expenses discussed above.
Depreciation, depletion and amortization expenses
DD&A expense increased $173,000 from $31,000 to $204,000 from the
six months of 1998 to the same period in 1999, reflecting depreciation
on the additions to property, plant and equipment made during the past
year, primarily in the CR-U.S. Segment. $133,000 of the increase was
depreciation on the coal fines extraction and beneficiation equipment
in the CR-U.S. Segment in the month of January, 1999. On March 19,
1999, the Company assigned all its membership interest in the company
owning the equipment to the noteholder in exchange for a release on
the debt for which the property was security. See note 2 to the
accompanying financial statements.
Other income and expenses
The other income and expenses for the first six months of 1999
netted to a total net income of $62,000 compared to $432,000 in net
income for the same period in 1998. Interest income was down $124,000
for the first half of 1999 compared to the same period in 1998
primarily as a result of the reduction in cash available for
investment. Interest expense was up $158,000 as a result of the debt
incurred to purchase the coal fines and beneficiation equipment on
June 30, 1998.
The Company's equity in the earnings of unconsolidated affiliates
was down $174,000 for the first six months of 1999 compared to 1998.
The Company's investment in the joint venture engaged in the
production and sale of crude iodine (the BE/IM Segment) realized a
loss of $64,000 for the six months ended June 30, 1999 compared to
earnings of $72,000 for the same period in the prior year. Iodine
sales for the first six months of 1999 totaled $920,000 versus
$1,370,000 in the 1998 first six months. Although the segment was
producing iodine at its normal rate, it has been primarily building
inventory during the first five months of this year. Sales were
$320,000 in June, 1999, compared to $119,000 in June, 1998 as sales
resumed at more normal levels in June of this year. The Company
recorded a loss of $42,000 on its investment in an entity engaged in
natural gas well testing operations in northeastern Mexico (the WT
Segment). The revenues of this entity, which began operations in the
first quarter of 1999, were not sufficient to cover the overhead costs
of the operations. Included in other income in the first six months
of 1999 is a reversal of $64,000 of impairment taken in 1997 relating
to the plugging of a shut-in CO2 gas well. The Company plugged the
well in the second quarter of 1999 and does not expect to incur
additional costs related thereto.
Income taxes
The Company provided for federal alternative minimum tax expense
of $16,000 for the first half of 1999 compared to $36,000 in
alternative minimum tax and $20,000 of state income tax expense in the
same period in 1998. 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. The Company has not recorded any financial
benefit attributable to its various tax carryforwards due to
uncertainty regarding their utilization and realization.
Discontinued operations
In April of 1999, the Company's Board of Directors adopted a
formal plan to discontinue its ITF Segment. Revenues and net loss
from the discontinued ITF Segment were $1,307,000 and $186,000,
respectively, for the six months ended June 30, 1998. The minority
shareholders have entered into an agreement with the Company whereby
they will purchase the Company's controlling interest in the segment
effective March 31, 1999 for notes receivable and certificates of
deposit valued at $1,200,000 at March 31, 1999. See Note 3 to the
accompanying financial statements.
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 Operatons. Revenues and net loss applicable to discontinued
operations were $1,583,000 and $424,000 for the six months ended June
30, 1998, respectively.
Forward looking statements. The previous discussions include
statements that are not purely historical and are "forward-looking
statements" within the meaning of Section 27A of the Securities Act
and Section 21E of the Exchange Act, including statements regarding
the Company's expectations, hopes, beliefs, intentions and strategies
regarding the future. The Company's actual results could differ
materially from its expectations discussed herein, and particular
attention is called to the discussion under "Material changes in
financial condition" contained in this Item 2.
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 recognition of all derivatives as
either assets or liabilities in the balance sheet and measurement of
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 whether it
qualifies as a hedge. A subsequent pronouncement, SFAS 137, was
issued in July 1999 that delayed the effective date of SFAS 133 until
the fiscal year beginning after June 15, 2000. If the provisions of
SFAS No. 133 were to be applied as of June 30, 1999, it would not have
a material impact on the Company's financial position as of such date,
or the results of operations for the three and six-month periods then
ended.
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 in-house 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 current estimate is that the total cost
of the Program should not exceed $35,000.
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 the parent company level, the Company has only a PC network and
uses only third-party-developed 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 in 1998 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 $15,000. The
Company believes that, at this level, its hardware and systems
software are expected to be compliant. Prior to September 30, 1999,
we hope to obtain from our software vendors assurances that all of the
systems software supplied by them is Year 2000 compliant, or else have
a clear picture of the upgrade path necessary to bring that software
into compliance. We presently anticipate concluding systems software
updates and compliance testing during our third quarter.
At the subsidiary level, 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.
The Company believes that at the present time its Program is
approximately 80% complete. The Company believes that by September
30, 1999, it will have identified any major deficiencies or exposures
not previously identified, and that by October 31, 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 interruptions
of material consequence to normal operations will have been
significantly 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 October 31, 1999.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
At June 30, 1999, the Company had long-term debt of $2,647,000 of
which $461,000 was fixed-rate debt. The remaining debt of $2,186,000
bears interest at a rate which is adjusted annually to equal the
national prime rate.
The discontinuance of the ITF Segment will result in the
elimination of $2,608,000 of the Company's debt including all the
Company's variable-rate debt. The remaining Company debt of $39,000
has fixed interest rates and the interest expense and operating
results would not be affected by an increase in market interest rates.
The Company has no other market risk sensitive instruments.
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 8-K:
(a) The following exhibits are filed with this Form 10-Q and are
identified by the numbers indicated:
Exhibit No. Description
- ----------- -----------
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 incorporated 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 previously 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) Certificate of Designations, Powers, Preferences and
Relative, Participating, 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(b) 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 previously 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) Amendment No. One to The Beard Company Deferred Stock Compensation
Plan dated November 1, 1995, as amended July 21, 1999 (The Amended
Plan supersedes the original Plan adopted on June 3, 1996. This
Exhibit has previously been filed as Exhibit A, filed on May 11, 1999
to Registrant's Proxy Statement dated May 11, 1999, and same is
incorporated by reference).*
10(d) 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(e) 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(f) 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(g) Amended and Restated Nonqualified Stock Option Agreement by
and between Richard D. Neely and ISITOP, Inc. ("ISITOP"),
dated November 12, 1998. (This Exhibit has been previously
filed as Exhibit 10(g) to Registrant's Form 10-K for the period
ended December 31, 1998, filed on April 15, 1999, and same is
incorporated by reference).*
10(h) Amended and Restated Nonqualified Stock Option Agreement by
and between Jerry S. Neely and ISITOP, dated November 12,
1998. (This Exhibit has been previously filed as Exhibit
10(h) to Registrant's Form 10-K for the period ended
December 31, 1998, filed on April 15, 1999, and same is
incorporated by reference).*
10(i) Nonqualified Stock Option Agreement by and between Robert
A. McDonald and ISITOP, dated November 12, 1998. (This
Exhibit has been previously filed as Exhibit 10(i) to
Registrant's Form 10-K for the period ended December 31,
1998, filed on April 15, 1999, and same is incorporated by
reference).*
10(j) 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(k) Incentive Stock Option Agreement by and between Philip R.
Jamison and ISITOP, Inc. ("ISITOP"), dated May 18, 1998.
(This Exhibit has been previously filed as Exhibit
10(k) to Registrant's Form 10-K for the period ended
December 31, 1998, filed on April 15, 1999, and same is
incorporated by reference).*
10(l) 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(m) Nonrecourse Secured Promissory Note from Registrant to
Cibola, dated April 10, 1966. (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(n) 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(o) 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(p) 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 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(q) 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(r) Guaranty Agreement among the Six LLC's and BTI, 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(s) Guaranty Agreement among 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(t) 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(u) 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(v) Amendment to Coal Fines Extraction and Beneficiation
Agreement among the Six LLC's and BMLLC, dated October 30,
1998. (This Exhibit has been previously filed as Exhibit
10(z) to Registrant's Form 10-Q for the period ended
September 30, 1998, filed on November 23, 1998, and same is
incorporated herein by reference).
10(w) Amendment to Operation and Maintenance Agreement among the
Six LLC's and BMLLC, dated October 30, 1998. (This Exhibit
has been previously filed as Exhibit 10(aa) to Registrant's
Form 10-Q for the period ended September 30, 1998, filed on
November 23, 1998, and same is incorporated herein by
reference).
10(x) Notice by the Six LLC's of Termination of Operation and
Maintenance Agreement with BTI, dated December 16, 1998.
(This Exhibit has been previously filed as Exhibit 10(z) to
Registrant's Form 10-K for the period ended December 31,
1998, filed on April 15, 1999, and same is incorporated by
reference).
10(y) Notice by the Six LLC's of Termination of Coal Fines
Extraction and Beneficiation Agreement with BTI, dated
December 16, 1998. (This Exhibit has been previously filed
as Exhibit 10(aa) to Registrant's Form 10-K for the period
ended December 31, 1998, filed on April 15, 1999, and same
is incorporated by reference).
10(z) Agreement by and among MCNIC, the Six LLC's, BMLLC,
Registrant and BTI, dated March 19, 1999. (This Exhibit has
been previously filed as Exhibit 10(bb) to Registrant's
Form 10-K for the period ended December 31, 1998, filed on
April 15, 1999, and same is incorporated by reference).
10(aa)Letter Agreement by and among Registrant, ITF, Toby B.
Tindell and Cristie R. Tindell, dated April 13, 1999.
(This Exhibit has been previously filed as Exhibit 10(cc)
to Registrant's Form 10-K for the period ended December 31,
1998, filed on April 15, 1999, and same is incorporated by
reference).
10(bb)Guaranty Agreement between Registrant and Oklahoma Bank and Trust
Company, dated as of June 7, 1999.
27 Financial Data Schedule
- ---------------
*Compensatory plan or arrangement.
The Company will furnish to any shareholder a copy of any of the above
exhibits upon the payment of $.25 per page. Any request should be
sent to The Beard Company, Enterprise Plaza, Suite 320, 5600 North May
Avenue, Oklahoma City, Oklahoma 73112.
(b) No reports on Form 8-K were filed during the period covered by
this report.
<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.
Herb Mee, Jr.
(Date) August 20, 1999 President and
Chief Financial Officer
JACK A. MARTINE
Jack A. Martine
(Date) August 20, 1999 Controller and
Chief Accounting Officer
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description Method of filing
- ------- ----------- ----------------
2(a) Agreement and Plan of Reorganization Incorporated herein by reference
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)
2(b) Agreement and Plan of Merger by and Incorporated herein by reference
between The Beard Company and The
New Beard Company, dated as of
September 16, 1997
2(c) Certificate of Merger merging The Incorporated herein by reference
Beard Company into The New Beard
Company as filed with the Secretary
of State of Oklahoma on November 26,
1997
2(d) Asset Purchase Agreement by and Incorporated herein by reference
among Airgas Carbonic Reserves,
Inc. ("Airgas"), and Registrant,
Carbonic Reserves ("Carbonics"),
and Clifford H. Collen, Jr.
("Collen")
2(e) Asset Purchase Agreement by and Incorporated herein by reference
among Registrant, Toby B. Tindell,
Cristie R. Tindell and Interstate
Travel Facilities, Inc. ("ITF"),
dated as of February 27, 1998
3(i) Certificate of Incorporation of Incorporated herein by reference
The New Beard Company as filed
with the Secretary of State of
Oklahoma on September 11, 1997
3(ii) Registrant's By-Laws as currently Incorporated herein by reference
in effect
4(a) Certificate of Designations, Incorporated herein by reference
Powers, Preferences and Relative,
Participating, Option and Other
Special Rights, and the Qualifi-
cations, Limitations or Restric-
tions Thereof of the Series A
Convertible Voting Preferred Stock
of the Registrant
4(b) Settlement Agreement, with Incorporated herein by reference
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
10(a) Amendment No. One to The Beard Incorporated herein by reference
Company 1993 Stock Option Plan
dated August 27, 1993, as amended
June 4, 1998
10(b) The Beard Company 1994 Phantom Incorporated herein by reference
Stock Units Plan adopted November
1, 1994
10(c) Amendment No. One to The Beard Incorporated herein by reference
Company Deferred Stock Compensa-
tion Plan dated November 1, 1995,
as amended July 21, 1999
10(d) Form of Change in Control Com- Incorporated herein by reference
pensation Agreement dated as
of January 24, 1997, by and
between Carbonics and three
employees
10(e) Letter Agreement dated August 15, Incorporated herein by reference
1997 by and among Collen,
Carbonics, Beard Oil and
Registrant
10(f) Letter Agreement dated October Incorporated herein by reference
8, 1997 by and among Randy D.
Thacker, Carbonics and
Registrant
10(g) Amended and Restated Nonquali- Incorporated herein by reference
fied Stock Option Agreement by
and between Richard D. Neely
and ISITOP, Inc. ("ISITOP"),
dated November 12, 1998
10(h) Amended and Restated Nonquali- Incorporated herein by reference
fied Stock Option Agreement by
and between Jerry S. Neely and
ISITOP, dated November 12, 1998
10(i) Nonqualified Stock Option Agree- Incorporated herein by reference
ment by and between Robert A.
McDonald and ISITOP, dated
November 12, 1998
10(j) Nonqualified Stock Option Agree- Incorporated herein by reference
ment by and between Toby Tindell
and ITF, dated February 27, 1998
10(k) Incentive Stock Option Agreement Incorporated herein by reference
by and between Philip R. Jamison
and ISITOP, Inc. ("ISITOP"),
dated May 18, 1998
10(l) Subscription Agreement by and Incorporated herein by reference
between Cibola Corporation
("Cibola") and Registrant, dated
April 10, 1996
10(m) Nonrecourse Secured Promissory Incorporated herein by reference
Note from Registrant to Cibola,
dated April 10, 1966
10(n) Security Agreement by and among Incorporated herein by reference
Registrant, Cibola and the Cibola
shareholders, dated April 10, 1996
10(o) Tax Sharing Agreement by and Incorporated herein by reference
among Registrant, Cibola and
the Cibola shareholders, dated
April 10, 1996
10(p) Coal Fines Extraction and Incorporated herein by reference
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 BTI,
dated as of June 24, 1998
10(q) Operation and Maintenance Incorporated herein by reference
Agreement among the Six LLC's
and BTI, dated as of June 24,
1998
10(r) Guaranty Agreement among the Incorporated herein by reference
Six LLC's and BTI, dated as
of June 24, 1998
10(s) Guaranty Agreement among Incorporated herein by reference
MCNIC Pipeline & Processing
Company ("MCNIC") and BTI,
dated as of June 24, 1998
10(t) Loan Agreement between MCNIC Incorporated herein by reference
and Beard Mining. L.L.C.
("BMLLC"), dated as of June
24, 1998
10(u) Promissory Note from BMLLC to Incorporated herein by reference
MCNIC, dated as of June 24,
1998
10(v) Amendment to Coal Fines Incorporated herein by reference
Extraction and Beneficiation
Agreement among the Six LLC's
and BMLLC, dated October 30,
1998
10(w) Amendment to Operation and Incorporated herein by reference
Maintenance Agreement among the
Six LLC's and BMLLC, dated
October 30, 1998
10(x) Notice by the Six LLC's of Incorporated herein by reference
Termination of Operation and
Maintenance Agreement with BTI,
dated December 16, 1998
10(y) Notice by the Six LLC's of Incorporated herein by reference
Termination of Coal Fines
Extraction and Beneficiation
Agreement with BTI, dated
December 16, 1998
10(z) Agreement by and among MCNIC, Incorporated herein by reference
the Six LLC's, BMLLC,
Registrant and BTI, dated
March 19, 1999
10(aa) Letter Agreement by and among Incorporated herein by reference
Registrant, ITF, Toby B.
Tindell and Cristie R.
Tindell, dated April 13, 1999
10(bb) Guaranty Agreement between Registrant Filed herewith electronically
and Oklahoma Bank and Trust Company,
dated as of June 7, 1999.
27 Financial Data Schedule Filed herewith electronically
EXHIBIT 10(bb)
DATE OF AGREEMENT
GUARANTY AGREEMENT 06/07/99
DEBTOR NAME AND ADDRESS LENDER NAME AND ADDRESS
The Beard Company Oklahoma Bank and Trust Company
Enterprise Plaza, Suite 320 P.O. Box 99
5600 North May Avenue Clinton, OK 73601
Oklahoma City, OK 73112
A. To induce the Lender to extend credit to the Debtor and for
other good and valuable consideration, the receipt of which is
acknowledged, and for the purpose of enabling the Debtor to
obtain or renew loans, credit or other financial accommodation
from the Lender named above, each of the undersigned as a
primary obligor, jointly and severally and unconditionally:
(1) guarantees to the Lender that Debtor will fully and
promptly pay or otherwise discharge all indebtedness and other
obligations ("indebtedness") upon which Debtor now is or may
later, from time to time, become obligated to Lender as
principal, guarantor, endorser, or in any other capacity, and
whether joint or several liability or liability created by
direct dealing with Lender or through transfer from others,
and regardless of the nature and form of indebtedness and
whether due or not due; (2) agrees, without the Lender first
having to proceed against Debtor or any other party liable or
to liquidate any security, to pay on demand all sums due and
to become due to Lender from Debtor, and all losses, costs,
attorney fees or expenses which may be suffered or incurred by
Lender by reason of Debtor's default or the default of the
undersigned; (3) except as setoff is waived, agrees to be
bound by and on demand to pay any deficiency or difference
between all indebtedness of the Debtor and the proceeds of any
private or public sale (including a sheriff's sale) of the
security held by Lender, with or without notice to the
undersigned; (4) agrees that liability under this Agreement
will not be affected or impaired by any failure, neglect or
omission, including a failure or delay to perfect or maintain
perfection of a security interest, either in relation to the
collection of the indebtedness or the protection of the
security given, and regardless of whether the Lender fails or
omits to seek or is precluded from seeking a judgment against
Debtor; and (5) further agrees that the liability of the
undersigned shall not be affected by any lack of validity or
enforceability due to defense, claim, discharge or otherwise
of any indebtedness guaranteed by this Agreement or of the
security of the indebtedness.
B. Lender may at any time and from time to time without the
further consent of or notice to the undersigned, without
incurring responsibility to the undersigned and without
impairing or releasing the obligations of the undersigned, and
upon any terms and conditions the Lender may elect: (1) change
the manner, place or terms of payment or extend the time of
payment of any indebtedness of Debtor to Lender; (2) renew,
increase or alter any indebtedness of Debtor to Lender; (3)
raise or lower the interest rate or rates charged Debtor; (4)
sell, exchange, release, surrender, realize upon or otherwise
deal or not deal with in any manner and in any order any
property at any time pledged to secure or securing the
indebtedness of Debtor to Lender or any liabilities incurred
directly or indirectly under this Agreement, or any offsets
against any such indebtedness or liabilities; (5) exercise or
refrain from exercising any rights against Debtor or others,
or otherwise act or refrain from acting; (6) settle or
compromise any indebtedness guaranteed or incurred; (7)
subordinate the payment of all or part of any indebtedness of
Debtor to Lender to the payment of any liabilities which may
be due Lender or others; (8) apply any sums paid by or for
account of Debtor to any indebtedness of Debtor to Lender
regardless of what indebtedness or liability of Debtor to
Lender remains unpaid and regardless of to which indebtedness
such sums were intended to be applied; (9) release any one or
more of the undersigned, any other guarantor or any other
party liable upon or for any indebtedness or other obligation
guaranteed, and such release will not affect the liability
under this Agreement of any of the undersigned or any other
party not so released; (10) add or release the primary or
secondary liability of principals, guarantors or other
parties; and/or (11) obtain additional collateral security.
C. The undersigned waives: (1) any and all acceptance and
notice of the acceptance of this Guaranty Agreement; (2) notice
of the creation of any indebtedness; (3) any presentment, demand
for payment, notice of default or non-payment, notice of
acceleration, notice of disposition of security, notice of
dishonor or protest to or upon any party, and all other
notices whatsoever whether required or permitted by this
Guaranty Agreement, any other agreement, course of dealing,
usage of trade, course of performance and, to the extent
allowed, the law; (4) any exercise of any remedy which the
Lender now has or later acquires against the Debtor or any
other party; (5) any impairment of collateral, including, but
not limited to, the failure to perfect, or maintain perfection
of, a security interest in collateral; and (6) any event, or
any act or omission of the Lender (except acts or omissions in
bad faith) which materially increases the scope of the
undersigned's risk as guarantor, including the manner of
administration of the loan and changes in the form or manner
in which any party does business or in their financial
condition and any notice of any such change.
D. This Guaranty Agreement shall be an absolute, unconditional
and continuing guaranty of payment and not of collection and
shall be binding upon the undersigned, heirs or successors of
the undersigned, and the estate or estates of the undersigned:
(1) regardless of the death or cessation of existence of any
of the undersigned or of any guarantor or any other party
liable upon any indebtedness or other obligation guaranteed;
(2) irrespective of any defenses, claim or discharge available
to the Debtor under law or under any agreement with the
Lender; and (3) irrespective of any failure or delay by the
Lender to perfect or keep perfected any lien or security
interest in any collateral. This Guaranty Agreement is an
independent obligation which is separately enforceable from
the obligation of the Debtor.
E. All rights of the Lender are cumulative and not alternative
to other rights. Suit may be brought against the undersigned or
other parties liable, jointly or severally, and against any
one or more of them, and against all or less than all, without
impairing the rights of the Lender, its successors or assigns,
against others of the undersigned. The Lender may settle with
any one of the undersigned or any other party for such sum or
sums as it may see fit and release such of the undersigned or
other parties from all further liability to the Lender for
such indebtedness without impairing the right of the Lender to
demand and collect the balance of such indebtedness from
others of the undersigned not so released.
F. The Lender may assign this Agreement or any of its rights
and powers under it, with all or any part of the indebtedness
guaranteed, and may assign to any such assignee any of the
security for the indebtedness. In the event of such
assignment, the assignee shall have the same rights and
remedies as if originally named in this Agreement in place of
Lender, and the Lender shall thereafter be fully discharged
from all responsibility with respect to any such indebtedness
so assigned.
G. Unless expressly limited by specific writing as set forth
in this Guaranty Agreement, it is understood to be unlimited in
amount. If limited, it is understood the limit means a fixed
amount or percentage of any indebtedness remaining after
application of the actual proceeds of the disposition of any
security to any unguaranteed portion of the indebtedness.
$600,000.00 plus all accrued interest and collection expenses
H. Until the indebtedness of the Debtor have been paid in
full, the undersigned agrees to provide to the Lender from time to
time upon demand such financial statements, copies of tax
returns, and other information as to the undersigned as the
Lender may reasonably require.
I. Any deposits or other sums credited by or due from the
Lender to the undersigned may beset off against any and all
liabilities of the undersigned to the Lender arising under the
terms of this Guaranty Agreement. The rights granted by this
paragraph shall be in addition to the rights of the Lender
under any statutory banker's lien or common law right of
offset.
J. Until the obligations of the Debtor have been paid in full,
the undersigned specifically waives all rights of subrogation
to the rights of the Lender, any claim to any security or its
value to which the Lender has recourse, and all rights of
reimbursement or contribution from other parties, whether
principals or sureties, accommodation parties or guarantors.
K. The undersigned may, only by written notice given to
and received by Lender, withdraw only from liability for
additional indebtedness of Debtor accepted by or incurred to
Lender after the time of receipt of such notice by Lender. The
liability and other agreements of the undersigned shall not be
otherwise affected but shall continue until all indebtedness,
including loan commitments, existing at the time of the
receipt of such notice, and renewals or extensions of
indebtedness to which the undersigned consents, is fully paid.
After any such revocation, Lender may exercise any rights
granted in this Agreement without releasing the undersigned
from liability.
L. Notwithstanding the provisions of any note or other
obligation to which this Guaranty Agreement applies, it is the
intention of the parties, and it is here provided, that a
Guarantor shall not be liable for interest charges in excess
of the maximum amount permitted under the law applicable to
this Guaranty Agreement.
M. The undersigned specifically waives any right to setoff
under 12 O.S. sec 686, 15 O.S. sec 341, or any like statutes, and
agree that the Lender may apply the actual proceeds from the
disposition of any security first to any unguaranteed portion
of the indebtedness. Any party to this Guaranty Agreement has
right to waive trial by jury and waives all objections to
venue in any action instituted by the Lender arising out of
this Guaranty Agreement.
N. The undersigned waive, as of the date of this Guaranty
Agreement, any claim, as that term is defined in the Federal
Bankruptcy Code, which the undersigned might have or acquire
against the Debtor arising from the existence or performance
of the undersigned's obligations under this Guaranty
Agreement, and to that extent agrees that the undersigned is
not a creditor of the Debtor. In addition to the waiver of the
status of creditor, it is agreed that the indebtedness
guaranteed under this Guaranty Agreement excludes all portions
of the indebtedness paid by the Debtor during the period of
time within one year prior to the filing of any bankruptcy,
reorganization or insolvency proceedings by or against the
Debtor. If any payment made by the Debtor to the Lender is
determined to be avoidable under applicable state law or the
Federal Bankruptcy Code, to that extent, if demanded by the
Lender, this Guaranty Agreement is deemed to be reinstated to
include the amount within the indebtedness under this Guaranty
Agreement.
O. The undersigned, by signing below, acknowledge having
read this Guaranty Agreement, having reviewed it to the extent
desired with their legal counsel, and receiving a copy of it
and also receiving an explanation of any questions. The
undersigned also have read any cosigner notice provided by
Lender. The undersigned understand that the undersigned may
have to pay any indebtedness or obligation covered by this
Guaranty Agreement in the event the Debtor fails or refuses to
do so. The undersigned also represent that they are aware of
the financial condition of Debtor and acknowledge a
responsibility to maintain a close watch on that financial
condition as long as this Guaranty Agreement is outstanding
and that they are not relying on the Lender to provide
information on the Debtor's financial condition, now or in the
future.
P. This Guaranty and the obligations evidenced in it are to
be construed and governed by the laws of the state indicated in
the address of Lender shown above.
Q. This Agreement supersedes all prior guaranty agreements
and understandings between the undersigned and the Lender and
constitutes the entire Guaranty Agreement between them. There
are no understandings, agreements, representations or
conditions, oral or written, between the undersigned and the
Lender except as set forth in this Agreement and related
written loan documents. This Guaranty Agreement may not be
amended or modified except by a writing signed by the
undersigned and the Lender. No condition as to the
effectiveness or enforcement of this Guaranty Agreement exists
except as stated in this Agreement.
WITNESS SIGNATURES GUARANTOR SIGNATURES
G. W. LOWRY, JR. The Beard Company
G. W. Lowry, Jr.
HERB MEE, JR.
TRACI ARCHER Herb Mee, Jr., President
Traci Archer
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<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 3,018
<SECURITIES> 0
<RECEIVABLES> 251
<ALLOWANCES> (55)
<INVENTORY> 247
<CURRENT-ASSETS> 4,048
<PP&E> 9,784
<DEPRECIATION> (4,515)
<TOTAL-ASSETS> 11,756
<CURRENT-LIABILITIES> 1,349
<BONDS> 0
889
0
<COMMON> 3
<OTHER-SE> 6,992
<TOTAL-LIABILITY-AND-EQUITY> 11,756
<SALES> 0
<TOTAL-REVENUES> 1,046
<CGS> 0
<TOTAL-COSTS> 2,204
<OTHER-EXPENSES> 225
<LOSS-PROVISION> 5
<INTEREST-EXPENSE> 158
<INCOME-PRETAX> (1,096)
<INCOME-TAX> (16)
<INCOME-CONTINUING> (1,112)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,112)
<EPS-BASIC> (0.45)
<EPS-DILUTED> (0.45)
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