UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the period ended September 30, 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 73-970298
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Enterprise Plaza, Suite 320
5600 North May Avenue
Oklahoma City, Oklahoma 73112
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (405) 842-2333
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the
registrant's classes of common stock as of October 31, 1999.
Common Stock $.001 par value - 2,438,724
<PAGE>
THE BEARD COMPANY
INDEX
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Balance Sheets - September 30, 1999 (Unaudited) and
December 31, 1998
Statements of Operations and Comprehensive Income - Three
Months and Nine Months ended September 30, 1999 and 1998
(Unaudited)
Statements of Shareholders' Equity - Year ended
December 31, 1998 and Nine Months ended September 30, 1999
(Unaudited)
Statements of Cash Flows - Nine Months ended
September 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 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
<PAGE>
FORWARD LOOKING STATEMENTS
This document contains "forward looking statements" as
defined by the Private 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."
PART 1. FINANCIAL INFORMATION.
Item 1. Financial Statements
<TABLE>
THE BEARD COMPANY AND SUBSIDIARIES
Balance Sheets
September 30, 1999 (Unaudited) and December 31, 1998
<CAPTION>
September 30, December 31,
Assets 1999 1998
------------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,706,000 $ 5,190,000
Accounts receivable, less
allowance for doubtful
receivables of $42,000 in
1999 and $69,000 in 1998 240,000 1,386,000
Inventory 250,000 383,000
Prepaid expenses and other assets 216,000 259,000
Current portion of notes receivable 646,000 57,000
------------ ------------
Total current assets 3,058,000 7,275,000
------------ ------------
Notes receivable 703,000 354,000
Investments and other assets 1,893,000 1,887,000
Property, plant and equipment, at cost 9,664,000 32,921,000
Less accumulated depreciation,
depletion and amortization 4,378,000 5,139,000
------------ ------------
Net property, plant and equipment 5,286,000 27,782,000
------------ ------------
Intangible assets, at cost 148,000 167,000
Less accumulated amortization 145,000 128,000
------------ ------------
Net intangible assets 3,000 39,000
------------ ------------
$ 10,943,000 $ 37,337,000
============ ============
Liabilities and Shareholders' Equity
Current liabilities:
Trade accounts payable $ 489,000 $ 677,000
Accrued expenses 724,000 1,385,000
Income taxes payable 68,000 100,000
Current maturities of long-term debt 122,000 119,000
------------ ------------
Total current liabilities 1,403,000 2,281,000
------------ ------------
Long-term debt less current maturities 2,478,000 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 (29,722,000) (27,819,000)
Accumulated other comprehensive
income 15,000 -
Treasury stock, 393,405 and 310,890
shares, at cost in 1999 and 1998,
respectively (1,846,000) (1,544,000)
------------ ------------
Total common shareholders' equity 6,173,000 8,387,000
------------ ------------
Commitments and contingencies (note 7)
$ 10,943,000 $ 37,337,000
============ ============
</TABLE>
See accompanying notes to financial statements.
<TABLE>
THE BEARD COMPANY AND SUBSIDIARIES
Statements of Operations and Comprehensive Income
(Unaudited)
<CAPTION>
For Three Months Ended For Nine Months Ended
--------------------------- ---------------------------
September 30, September 30, September 30, September 30,
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues:
Coal reclamation $ 49,000 $ 3,929,000 $ 841,000 $ 4,560,000
Carbon dioxide 95,000 150,000 319,000 467,000
Environmental remediation - 7,000 - 7,000
Other 13,000 11,000 43,000 28,000
------------- ------------- ------------- --------------
157,000 4,097,000 1,203,000 5,062,000
------------- ------------- ------------- --------------
Expenses:
Coal reclamation (exclusive of
depreciation, depletion and
amortization shown separately below) 254,000 2,373,000 942,000 2,636,000
Carbon dioxide (exclusive of
depreciation, depletion and
amortization shown separately below) 19,000 28,000 73,000 97,000
Environmental remediation (exclusive
of depreciation, depletion and
amortization shown separately below) 40,000 56,000 142,000 133,000
Selling, general and administrative 470,000 805,000 1,580,000 1,781,000
Depreciation, depletion & amortization 23,000 417,000 227,000 448,000
Other 17,000 26,000 63,000 41,000
------------- ------------- ------------- --------------
823,000 3,705,000 3,027,000 5,136,000
------------- ------------- ------------- --------------
Operating profit (loss):
Coal reclamation (299,000) 679,000 (636,000) 781,000
Carbon dioxide 68,000 115,000 222,000 347,000
Environmental remediation (103,000) (65,000) (258,000) (151,000)
Other (332,000) (337,000) (1,152,000) (1,051,000)
------------- ------------- ------------- --------------
(666,000) 392,000 (1,824,000) (74,000)
Other income (expense):
Interest income 48,000 118,000 168,000 362,000
Interest expense (1,000) (522,000) (159,000) (522,000)
Gain on sale of assets 2,000 6,000 5,000 10,000
Equity in earnings of unconsolidated
affiliates 2,000 62,000 27,000 261,000
Other (176,000) 19,000 (104,000) 4,000
------------- ------------- ------------- --------------
Income (loss) from continuing
operations before income taxes (791,000) 75,000 (1,887,000) 41,000
Income tax expense (note 6) - (10,000) (16,000) (66,000)
------------- ------------- ------------- --------------
Income (loss) from continuing
operations (791,000) 65,000 (1,903,000) (25,000)
Discontinued operations (note 3):
Loss from discontinued operations - (109,000) - (719,000)
Estimated loss from discontinuing
other environmental services
activities - - - (624,000)
Gain from discontinued dry ice
business - 168,000 - 168,000
------------- ------------- ------------- --------------
Income (loss) from discontinued
operations - 59,000 - (1,175,000)
------------- ------------- ------------- --------------
Net income (loss) (791,000) 124,000 (1,903,000) (1,200,000)
Other comprehensive income
Foreign currency translation
adjustment 9,000 - 15,000 -
------------- ------------- ------------- --------------
Comprehensive income (loss) $ (782,000) $ 124,000 $ (1,888,000) $ (1,200,000)
============= ============= ============= ==============
Net income (loss) per average common
share outstanding:
Basic and diluted:
Income (loss) from continuing
operations $ (0.33) $ 0.03 $ (0.78) $ (0.01)
Income (loss) from discontinued
operations 0.00 0.02 0.00 (0.46)
------------- ------------- ------------- --------------
Net income (loss) $ (0.33) $ 0.05 $ (0.78) $ (0.47)
============= ============= ============= ==============
Weighted average common shares
outstanding -
Basic and diluted 2,415,000 2,568,000 2,447,000 2,542,000
============= ============= ============= ==============
</TABLE>
See accompanying notes to financial statements.
<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, nine months ended September
30, 1999 (unaudited) - - (1,903,000) - - (1,903,000)
Other comprehensive income:
Foreign currency translation
adjustment (unaudited) - - - 15,000 - 15,000
Issuance of 3,760 shares of treasury stock
for stock option exercises (unaudited) - (24,000) - - 24,000 -
Purchase of 86,275 shares of common
stock (unaudited) - - - - (326,000) (326,000)
-------- ------------ ------------ -------- ------------ -------------
Balance, September 30, 1999 (unaudited)$ 3,000 $ 37,723,000 $(29,722,000) $ 15,000 $( 1,846,000) $ 6,173,000
======== ============ ============ ======== ============ =============
</TABLE>
See accompanying notes to financial statements.
<TABLE>
THE BEARD COMPANY AND SUBSIDIARIES
Statements of Cash Flows
(Unaudited)
<CAPTION>
For the Nine Months Ended
-------------------------------------
September 30, 1999 September 30, 1998
------------------ ------------------
<S> <C> <C>
Operating activities:
Cash received from customers $ 7,451,000 $ 9,728,000
Cash paid to suppliers and employees (8,222,000) (10,587,000)
Interest received 155,000 421,000
Interest paid (307,000) (148,000)
Taxes paid (48,000) (243,000)
--------------- ---------------
Net cash used in operating activities (971,000) (829,000)
--------------- ---------------
Investing activities:
Acquisition of property, plant and equipment (985,000) (1,873,000)
Proceeds from sale of assets 45,000 170,000
Payments on notes receivable 341,000 -
Investment in advances to fifty percent-
owned subsidiary (608,000) -
Advances for notes receivable (891,000) -
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 157,000 (123,000)
--------------- ---------------
Net cash used in investing activities (1,941,000) (2,489,000)
--------------- ---------------
Financing activities:
Payments on line of credit and term notes (246,000) (1,279,000)
Proceeds from line of credit and term notes - 875,000
Proceeds from issuance of stock - 76,000
Purchase of treasury stock (326,000) (5,000)
Preferred stock repurchase - (4,005,000)
--------------- ---------------
Net cash used in financing activities (572,000) (4,338,000)
--------------- ---------------
Net decrease in cash and cash equivalents (3,484,000) (7,656,000)
Cash and cash equivalents at beginning of
period 5,190,000 13,955,000
--------------- ---------------
Cash and cash equivalents at end of
period $ 1,706,000 $ 6,299,000
=============== ===============
</TABLE>
<TABLE>
THE BEARD COMPANY AND SUBSIDIARIES
Statements of Cash Flows
(Unaudited)
Reconciliation of Net loss to Net Cash Used in Operating Activities
<CAPTION>
For the Nine Months Ended
-------------------------------------
September 30, 1999 September 30, 1998
------------------ ------------------
<S> <C> <C>
Net loss $ (1,903,000) $ (1,200,000)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation, depletion and amortization 295,000 822,000
Gain on sale of assets (13,000) (10,000)
Equity in net income of unconsolidated
affiliates (27,000) (261,000)
Impairment of investment and other assets 152,000 -
Loss from discontinued operations - 624,000
Net cash used by discontinued operations
offsetting accrued impairment loss (347,000) (213,000)
Minority interest in operations of
consolidated subsidiaries - (194,000)
Other (1,000) 7,000
(Increase) decrease in accounts receivable,
prepaid expenses and other current assets 1,282,000 (1,680,000)
Decrease in inventories 133,000 16,000
(Increase) decrease in accounts payable,
accrued expenses and other liabilities (542,000) 1,260,000
--------------- ---------------
Net cash used in operating activities $ (971,000) $ (829,000)
=============== ===============
Supplemental Schedule of Noncash Investing and Financing Activities:
Exchange of coal extraction and
beneficiation equipment for release
of debt obligation $ 23,053,000 $ -
=============== ===============
Sale of property, plant and equipment for
notes receivable $ 80,000 $ 326,000
=============== ===============
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>
THE BEARD COMPANY AND SUBSIDIARIES
Notes to Financial Statements
September 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 nine-month periods
ended September 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 with ITF and its minority
shareholders (the "April Agreement") which would have resulted
in (i) the cancellation of a $544,000 note to the minority
shareholders (balance of $440,000 at March 31, 1999); (ii)
Beard's giving up operating and voting control of ITF to the
minority shareholders; (iii) a restructuring of ITF's
indebtedness to Beard whereby ITF agreed to obtain a release
of and assign to Beard $327,000 of certificates of deposit
(the "C/D's") currently securing certain ITF debt obligations,
and to deliver two promissory notes to Beard totaling
$2,053,000 (Note A with a principal balance of $1,514,000 and
Note B with a principal balance of $539,000). Note A was to
have been secured by (a) a first mortgage on two of ITF's
convenience stores ("C-stores"), a security interest in the
equipment at such stores, and the ITF shares being sold to ITF
("the collateral"). All proceeds from the sale of the two C-
stores and Collateral was to have been applied first to Note A
and then to Note B. ITF had agreed to use its best efforts to
sell the two C-stores within one year. Note B would have been
unsecured. Including the cancellation of the $440,000 note,
the April Agreement would have resulted in the removal of
$2,565,000 of debt from Beard's balance sheet since ITF would
have no longer been a consolidated subsidiary. The April
Agreement failed to close and in September 1999 Beard, ITF and
the minority shareholders entered into new agreements (the
"Revised Agreements").
The Revised Agreements provided, among other things, for the
following: (i) ITF would form a newly organized Company,
known as ToeJoe, L.L.C. ("ToeJoe"), an Oklahoma limited
liability company, of which it would be the sole initial
member; (ii) ITF would contribute its ownership of four
tracts of real property, together with all improvements,
equipment and inventory related thereto, into ToeJoe which
would assume the outstanding debt of $2,168,000 on the
properties and equipment and the accounts payable of $197,000
associated with the properties; (iii) ITF would be relieved
of all liabilities and obligations to the bank and any
outstanding notes and mortgages on the properties; (iv) the
minority shareholders would exchange all of their shares
(6,250) of ITF common stock with ITF for all of ITF's
membership interest in ToeJoe; (v) the bank holding the C/D's
would assign same to Beard at or prior to Closing; and (vi)
the $440,000 note to the minority shareholders would be
cancelled. Closing of the transaction occurred on November
18, 1999, but was effective as of August 31, 1999. As a
result of the Closing, Beard has 100% ownership of ITF which
now owns two C-stores, including their equipment and
inventory, and has no outstanding indebtedness. ITF will
continue to pursue the sale of the two remaining C-stores,
which it anticipates will be accomplished no later than March
31, 2000. The bank holding the C/D's had previously released
and assigned to Beard one of the C/D's in the amount of
$50,000, and delivered the remaining $277,000 of C/D's at the
Closing.
Revenues from the discontinued ITF Segment were $1,602,000 and
$2,908,000, respectively, for the three and nine-month periods
ended September 30, 1998. Losses from the discontinued ITF
Segment were $109,000 and $295,000, respectively, for the
three and nine-month periods ended September 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
from the April Agreement 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 nine-month periods ended September 30, 1999,
were $2,000 and $347,000, respectively. Such losses were
charged against the loss accrual recorded in 1998. Beard does
not expect to incur additional losses through the date Beard
completes the liquidation of ITF's assets, which is expected
to be no later than March 31, 2000.
As of September 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 $3,949,000. The significant liabilities of the
segment consist of trade accounts payable, accrued expenses
and debt obligations totaling $2,990,000.
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 $700,000, since its date of
discontinuance. The sales prices approximated the assets'
carrying values. $439,000 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.
Results of operations for the three and nine-month periods
ended September 30, 1998, have been reported as discontinued
in the accompanying statements of operations. Revenues
applicable to the discontinued segment were $1,583,000 for the
nine-month period ended September 30, 1998. The losses
applicable to the discontinued Other E/S Operations were
$424,000 for the nine-month period ended September 30, 1998.
The Company did not incur significant operating costs during
the three and nine-month periods ended September 30, 1999,
related to the Other E/S Operations.
As of September 30, 1999, the significant assets related to
the Other E/S Operations consist primarily of equipment with a
recorded value of $165,000. The significant liabilities
related to the Other E/S Operations consist of accounts
payables and accrued expenses totaling $64,000.
Solid CO2 Segment
In 1997, the Company sold the business and substantially all
of the assets of Carbonic Reserves (the"Asset Sale"), an 85%-
owned subsidiary involved in the manufacturing and
distribution of solid CO2 ("Solid CO2 segment").
During the third quarter of 1998, the Company determined it
overestimated its state income tax liability thereby reducing
the gain recognized in October 1997 from the Asset Sale by
$168,000. The Company reduced its estimated state income tax
liability and recognized an additional $168,000 gain on the
Asset Sale in the third quarter of 1998. The gain is
presented in discontinued operations in the accompanying
statement of operations.
As of September 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 September 30 were not
sufficient to begin the sharing of the consolidated net
income. To the extent that the preferred stock is not
redeemed by December 31, 2002, the shares of preferred stock
can be converted into shares of the Company's common stock.
(5) Income (loss) Per Share
Basic income (loss) per share data is computed by dividing
income (loss) attributable to common shareholders by the
weighted average number of common shares outstanding for the
period. Diluted income (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 income
(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
nine-month periods ended September 30, 1999 and 1998 consist
of federal alternative minimum tax of $16,000 and $36,000,
respectively. No provisions for income taxes were recorded for
the three months ended September 30, 1999 and 1998. The
Company also recorded $10,000 and $30,000 of state income
taxes for the three and nine-month periods ended September 30,
1998, respectively.
At September 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 $ 53,047
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 nine-month periods
ended September 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 nine-
month periods ended September 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
------------------
September 30, 1999
------------------
Revenues from external
customers $ 49 $ - $ 95 $ - $ 773 $ 628 $ 1,545
Segment profit (loss) (232) (61) 68 (88) (71) (90) (474)
Three months ended
------------------
September 30, 1998
------------------
Revenues from external
customers 3,929 - 150 - 718 - 4,797
Segment profit (loss) 267 (76) 115 (60) (5) - 241
Nine months ended
-----------------
September 30, 1999
------------------
Revenues from external
customers 841 - 319 - 1,693 1,528 4,381
Segment profit (loss) (557) (219) 286 (258) (231) (177) (1,156)
Segment assets 1,495 - 558 10 2,124 2,733 6,920
Nine months ended
-----------------
September 30, 1998
------------------
Revenues from external
customers 4,560 - 467 - 2,088 - 7,115
Segment profit (loss) 459 (186) 347 (151) 110 - 579
Segment assets 26,585 - 592 59 4,127 - 31,363
</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 nine months ended
September 30, 1999 and 1998 (in thousands):
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended Ended
--------------------- ---------------------
September September September September
30, 1999 30, 1998 30, 1999 30, 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Total profit (loss) for reportable segments $ (474) $ 241 $(1,156) $ 579
Eliminate (earnings) loss from brine
extraction/iodine manufacturing and
well testing operations accounted
for as equity investments 161 5 408 (110)
Equity in earnings (loss) from brine extraction/
iodine manufacturing and well testing
operations accounted for as equity investments (77) (2) (178) 70
Net corporate costs not allocated to segments (401) (169) (961) (498)
------- -------- ------- --------
Total consolidated income (loss) from
continuing operations before income taxes $ (791) $ 75 $(1,887) $ 41
======= ======== ======= ========
</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 September 30, 1999 compared
to the prior year third quarter and the nine months ended
September 30, 1999 compared to the prior year nine months. Such
discussion should be read in conjunction with the Company's
financial statements including the related footnotes.
In preparing the discussion and analysis, the Company has
presumed readers have read or have access to the discussion and
analysis of the prior year's results of operations, liquidity and
capital resources as contained in the Company's 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 - September 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>
September 30, December 31, Increase
1999 1998 (Decrease)
------------- ------------ ----------
<S> <C> <C> <C>
Cash and cash equivalents $ 1,706,000 $ 5,190,000 $ (3,484,000)
Working capital $ 1,655,000 $ 4,994,000 $ (3,339,000)
Current ratio 2.18 to 1 3.19 to 1
</TABLE>
During the first nine months of 1999, the Company reduced
its working capital by $3,339,000 from $4,994,000 as of December
31, 1998. $608,000 of the decrease was a result of additional
capital contributions of $300,000 and net advances of $308,000
to the Company's joint venture involved in natural gas well
testing in northeastern Mexico. The Company loaned a net amount
of $520,000 to its partner in the WT Segment to temporarily fund
its share of the investment. $985,000 was used to purchase
property, plant and equipment for the operating segments.
$326,000 was used to purchase treasury stock during the nine
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 nine months 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 0.42 to
1 from 3.09 to 1 at year-end 1998.
In April 1999 the Company's Board of Directors adopted a
formal plan to discontinue its ITF Segment and entered into
agreements with ITF and its minority shareholders which
resulted in such discontinuance. In September 1999 the
Company entered into revised agreements with the minority
shareholders which resulted in the disposition of a majority
of the assets owned by the segment effective as of the close of
business August 31, 1999 for the release of certificates of
deposit in the amount of $327,000 ($50,000 of which were received
on September 30th), assumption of debt in the amount of
$2,168,000 and accounts payable of $197,000 and the cancellation
of the $440,000 note to the minority shareholders. The sale
closed on November 18, 1999. ITF will continue to pursue the sale
of the remaining assets. Under the revised agreements, 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. See Note 3 to the financial statements.
The discontinuance of the ITF Segment will ultimately result
in the removal from the Company's balance sheet of all but
$35,000 of the debt which remained at September 30, 1999 as
$2,565,000 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 $277,000 to working capital. At September 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 nine
months of 1999 and will have a similar impact upon future
results.
Beard Technologies, Inc ("BTI") has recently completed four
separate projects involving the coring of seven ponds for two
large coal companies, a major southern utility and a private
company. Sample analyses have been completed at six of the ponds
with positive results. Sample analyses at the seventh pond,
involving the private company, has not yet started. BTI has
submitted proposals to the two coal companies and the utility.
Company personnel are presently involved in negotiations with one
of the coal companies to install pond recovery plants and begin
recovery operations at two of the sites and expects to sign a
letter of intent detailing the terms of the agreement by November
30, 1999. Under the terms preliminarily agreed to, BTI will be
placing two wash plants in operation during the first six months
of 2000 and turnkeying the coal recovered from the ponds to the
coal company. The Company has already purchased most of the
equipment for one project and expects to fund the remainder of
the equipment and working capital required for such project from
available funds, its existing credit line and equipment
financing. 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 $100,000 of capital expenditures projected
to be spent by the new WT Segment during the last three months of
the year. Due to the time required for the coring, sample
analyses and finalization of negotiations, the anticipated
capital expenditures of $1,100,000 for the CR-U.S. Segment in the
fourth quarter have been deferred to 2000. Because of continuing
delays in finalizing the agreements for the installation of its
initial plant in China, Beard has determined to put this project
on hold until Beard has the two wash plants described above in
operation and generating substantial cash flow. Accordingly, the
$725,000 originally budgeted for expenditure by the CR-China
Segment has been deferred until at least the second half of 2000.
In April, 1999, the Company spent approximately $800,000 on
equipment for the CR-U.S. Segment. All of the other capital
expenditures for the year have been cancelled or deferred.
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 plans to
use this plant at the first of the two sites involved in the
negotiations described above.
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 available credit line will enable it to meet its planned
operating costs and capital spending requirements for 1999.
The Company utilized $3,484,000 of cash during the first
nine months of the year, which included $865,000 for capital
expenditures by the CR-U.S. Segment, plus $300,000 which was
invested and $308,000, net, which was loaned to the new WT
Segment, plus $520,000, 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 $326,000 and
$971,000, respectively, to purchase treasury stock and fund
continuing operations during the first nine months 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 $3,339,000 in the first
nine months of 1999, the Company remained in a good working
capital position with working capital of $1,655,000, including
$1,706,000 of cash and cash equivalents, and a current ratio of
2.18 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
September 30, 1999 as compared with the Quarter ended September
30, 1998.
The net loss for the quarter ended September 30, 1999 was
$791,000, compared to net earnings of $124,000 for the third
quarter of the prior year. The CR Segment reported a $978,000
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
$47,000 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
$38,000 primarily as a result of expanded activities in seeking
contracts for its PAH technology. There was a decrease in
operating losses of $5,000 in Other---principally corporate---
activities for the third quarter of 1999 compared to the same
period in 1998. As a result, the operating results in the third
quarter of 1999 decreased $1,058,000 when compared to 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 $ (299,000) $ 679,000
Carbon dioxide 68,000 115,000
Environmental remediation (103,000) (65,000)
------------ -------------
Subtotal (334,000) 729,000
Other (332,000) (337,000)
------------ -------------
Total $ (666,000) $ 392,000
============ =============
</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 $299,000 operating loss recorded by the CR Segments for the
third quarter of 1999 compared to a $679,000 operating profit for
the same period in 1998. The large swing in operating profit
(loss) reflects the effect of losing the guaranteed profit
associated with these contracts. There was also a $4,000
increase in SG&A costs incurred in the CR-China Segment as it
continued to pursue opportunities for the Mulled Coal technology.
Of the CR Segments' $841,000 in revenues for the nine months
ended September 30, 1999, approximately $684,000 were billed in
the first quarter of 1999. $3,929,000 of the segments' revenues
of $4,560,000 for the first nine months of 1998 were billed in
the third quarter of 1998. The segments incurred $254,000 of
operating expenses and $87,000 of SG&A expenses in the third
quarter of 1999 compared to $2,737,000 of operating expenses and
$499,000 of SG&A expenses for the same period in 1998.
Carbon dioxide
Third quarter 1999 operations reflected an operating profit of
$68,000 compared to $115,000 in the 1998 third quarter. The sole
component of revenues for this segment is the sale of CO2 gas
from the working and overriding royalty interests of the
Company's two carbon dioxide producing units in Colorado and New
Mexico. Operating revenues in this segment decreased $55,000 or
37% to $95,000 for the third quarter of 1999 compared to $150,000
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 336,000
MCF for the third quarter of 1999 compared to 508,000 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 $38,000 larger operating loss in the third
quarter of 1999 as compared with the same period in 1998. The
segment recorded no revenues in the third quarter of 1999
compared to $7,000 for the same period in 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 $6,000
for the third quarter of 1999 compared to the same period in
1998.
Other activities
Other operations, consisting principally of general and
corporate activities, generated a $5,000 decrease in the loss for
the third quarter of 1999 compared to the same period in 1998.
Selling, general and administrative expenses
The Company's selling, general and administrative expenses
("SG&A") in the current quarter decreased $335,000 for the third
quarter of 1999 compared to the 1998 third quarter. The CR-U.S.
Segment had a decrease in SG&A expenses of $412,000 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 $4,000 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 $6,000 for the third quarter of 1999 compared to
1998 as a result of its increased efforts to market its
technology and products. Other operations incurred approximately
$39,000 less in SG&A for the third quarter of 1999 compared to
the same period in 1998 primarily as a result of decreased legal
costs associated with the McElmo Dome Litigation and lower
medical and other benefit costs.
Depreciation, depletion and amortization expenses
The third quarter of 1999 reported a decrease in DD&A
expense of $394,000, reflecting the assignment, effective January
31, 1999, of all of the Company's membership interest in the
company owning the coal fines extraction and beneficiation
equipment to the noteholder in exchange for a release on the debt
for which the property was security.
Other income and expense
Other income and expenses netted to a total loss of $125,000
for the third quarter of 1999, down sharply from the $317,000 in
expense recorded for such items in the same period of 1998.
Interest income was down $70,000 for the third 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
expense in the third quarter of 1999 is an impairment of $110,000
relating to the company's investment in a company manufacturing
the chemical used by its subsidiary in the ER Segment. Other
expense also includes an impairment of $42,000 relating to the
license rights owned by that subsidiary for the exclusive use of
that chemical. 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 $2,000 for the third quarter of 1999
compared to $62,000 for the same period in 1998. The Company
realized a loss of $29,000 on its investment in the BE/IM Segment
for the third quarter of 1999 compared to a loss of $2,000 for
the same period in 1998, principally as a result of the decline
in the price of iodine. The WT Segment realized a loss in the
third quarter of 1999 of $48,000. These losses were offset by
the Company's earnings of $79,000 from its investment in the
natural gas marketing company.
Income taxes
There was no provision for tax expense for the third quarter
of 1999 compared to a provision of $10,000 for state income tax
expense for 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 1999 the Company's Board of Directors adopted a
formal plan to discontinue its ITF Segment and entered into
agreements with ITF and its minority shareholders which resulted
in such discontinuance. In September 1999 the Company entered
into revised agreements with the minority shareholders which
resulted in the disposition of a majority of the assets owned by
the segment effective as of the close of business August 31, 1999
for the release of certificates of deposit in the amount of
$327,000 ($50,000 of which were received on September 30th),
assumption of debt in the amount of $2,168,000 and accounts
payable of $197,000 and the cancellation of the $440,000 note to
the minority shareholders. The sale closed on November 18, 1999.
ITF will continue to pursue the sale of the remaining assets.
Under the revised agreements, 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. See
Note 3 to the financial statements. Revenues and losses
applicable to the discontinued ITF Segment were $1,602,000 and
$109,000, respectively, for the three months ended September 30,
1998.
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.
Material changes in results of operations - Nine months ended
September 30, 1999 as compared with the Nine months ended
September 30, 1998.
The net loss for the nine months ended September 30, 1999
was $1,903,000, compared to a net loss of $1,200,000 for the
first nine months of the prior year. Continuing operations
posted a net loss of $1,903,000 after taxes of $16,000 compared
to a loss of $25,000 after taxes of $66,000 for the same period
in 1998. $1,175,000 of the net loss for the first nine months 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 $ (636,000) $ 781,000
Carbon dioxide 222,000 347,000
Environmental remediation (258,000) (151,000)
------------- -------------
Subtotal (672,000) 977,000
Other (1,152,000) (1,051,000)
------------- -------------
Total $ (1,824,000) $ (74,000)
============= =============
</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
$1,417,000 increase in the operating loss for the first nine
months of 1999 compared to the same period in 1998 reflects the
effects of the decrease in the guaranteed profit realized from
these contracts for six 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 $33,000 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
utility company 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 nine months of 1999 resulted in an
operating profit of $222,000 compared to a $347,000 operating
profit for the first nine months of 1998. 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 $148,000 or 32% to $319,000
for the first nine months of 1999 compared to $467,000 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 1,158,000 MCF of CO2 gas in the first nine
months of 1999 compared to production of 1,695,000 MCF in the
same period in 1998.
Environmental remediation
The ER Segment's operating loss increased $107,000 to
$258,000 for the first nine months of 1999 as compared to
$151,000 for the same period in 1998. The segment recorded no
revenues in the first nine months of 1999 compared to $7,000 for
the same period in 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 $57,000
for the nine months of 1999 compared to the same period in 1998.
Other activities
Other operations, consisting principally of general and
corporate activities, generated a $101,000 increase in operating
loss for the first nine months 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 nine months of 1999 decreased to $1,580,000
from $1,781,000 in the 1998 nine months. The CR Segment had a
decrease in SG&A expenses of $388,000 due to decreased staffing
and administrative expenses incurred as a result of the
termination of the coal fines agreements in January 1999. The CR-
China Segment incurred an additional $33,000 in SG&A expenses as
it continued to pursue opportunities for the Mulled Coal
Technology. The ER Segment's SG&A increased $57,000 for the
nine 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 $105,000 more in SG&A for the nine 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 decreased $221,000 from $448,000 to $227,000 from
the nine months of 1998 to the same period in 1999, reflecting
the assignment, effective January 31, 1999, of all the Company's
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 nine months of
1999 netted to a total net expense of $63,000 compared to
$115,000 in net income for the same period in 1998. Interest
income was down $194,000 for the first nine months of 1999
compared to the same period in 1998 primarily as a result of the
reduction in cash available for investment. Interest expense was
down $363,000 as a result of the release, on March 19, 1999, of
debt used to purchase the coal fines and beneficiation equipment
on June 30, 1998. The Company's equity in the earnings of
unconsolidated affiliates was down $234,000 for the first nine
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 $92,000 for the nine
months ended September 30, 1999 compared to earnings of $70,000
for the same period in the prior year. Iodine sales for the
first nine months of 1999 totaled $1,693,000 versus $2,088,000 in
the 1998 first nine months. Although the segment was producing
iodine at its normal rate, it was primarily building inventory
during the first five months of this year. Sales were $1,078,000
in June through September, 1999, compared to $837,000 in the same
period of 1998 as sales resumed at more normal levels in June of
this year. The Company recorded a loss of $86,000 for the first
three quarters of 1999 on its investment in an entity engaged in
natural gas well testing operations in northeastern Mexico (the
WT Segment). The Company recorded income of $211,000 from its
investment in a natural gas marketing company for the first nine
months of 1999 compared to income of $192,000 for the first nine
months of 1998. Included in other income in the first nine
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 in the
second quarter of 1999. Additionally, other income includes an
impairment of $110,000 related to the Company's investment in the
company that manufactures the chemical utilized by the ER Segment
in the remediation of creosote and polycyclic aromatic
hydrocarbon contamination and an impairment of $42,000 related to
the license rights for that chemical owned by a subsidiary in the
ER Segment.
Income taxes
The Company provided for federal alternative minimum tax
expense of $16,000 for the first nine months of 1999 compared to
$36,000 in alternative minimum tax and $30,000 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 1999 the Company's Board of Directors adopted a
formal plan to discontinue its ITF Segment and entered into
agreements with ITF and its minority shareholders which resulted
in such discontinuance. In September 1999 the Company entered
into revised agreements with the minority shareholders which
resulted in the disposition of a majority of the assets owned by
the segment effective as of the close of business August 31, 1999
for the release of certificates of deposit in the amount of
$327,000 ($50,000 of which were received on September 30th),
assumption of debt in the amount of $2,168,000 and accounts
payable of $197,000 and the cancellation of the $440,000 note to
the minority shareholders. The sale closed on November 18, 1999.
ITF will continue to pursue the sale of the remaining assets.
Under the revised agreements, 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. See
Note 3 to the financial statements. Revenues and losses
applicable to the discontinued ITF Segment were $2,908,000 and
$295,000, respectively, for the nine months ended September 30,
1998.
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 nine months ended September 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 September 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 nine-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. Based upon its analysis to date, management has
concluded that the Company's in-house computer systems will be
Year 2000 compliant by December 31, 1999 and that any 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 $15,000.
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 has concluded the
examination of its existing software. Based on the compliance
statements provided by the various software manufacturers, all
noncompliant software that is essential for the day-to-day
operations of the Company has been either replaced with software
expected to be compliant or upgraded to a level that is expected
to be compliant.
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 98% complete. The Company believes that it has
identified any major deficiencies or exposures, and that by
December 15, 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 fully 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 December 15, 1999.
Item 3. Quantitative and Qualitative Disclosures About Market
Risk.
At September 30, 1999, the Company had long-term debt of
$2,600,000 of which $488,000 was fixed-rate debt. The remaining
debt of $2,112,000 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 $2,565,000 of the Company's debt including all the
Company's variable-rate debt. The remaining Company debt of
$35,000 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 4. Submission of Matters to a Vote of Security Holders.
Commencing on May 25, 1999, proxies were solicited on behalf of the
Board of Directors of the Company in connection with the Company's
Annual Meeting of Stockholders.
(a) This annual meeting was held on July 21, 1999.
(b) The business of the meeting included the election of W. M.
Beard to serve as a director for a three year term or until his
successor has been elected and qualified.
In addition, the following persons continue to serve as directors
for terms expiring on the dates indicated or until their successors
have been elected and qualified:
Allan R. Hallock (2000) Ford C. Price (2000)
Harlon E. Martin, Jr. (2001) Herb Mee, Jr. (2001)
In addition to the above, Michael E. Carr, elected in 1994 to serve
as a director by the preferred stockholders, will continue to serve
until his successor has been elected and qualified.
The table below sets forth the voting for election of director:
Votes Votes Votes Broker
Name of Nominee For Against Withheld Abstentions Non-Votes
- --------------- ----- ------- -------- ----------- ---------
W.M. Beard 2,493,759 -0- 1,950 -0- 106,347
(c) The business of the meeting also included a proposal to approve
an Amendment to The Beard Company Deferred Stock Compensation
Plan which was adopted by the Board of Directors in April 1999
subject to stockholder approval. The table below sets forth the
voting for such proposal:
Votes Votes Broker
For Against Abstentions Non-Votes
----- ------- ----------- ---------
2,474,172 8,521 13,016 106,347
(d) At the meeting the stockholders also voted to approve the
appointment of KPMG LLP as independent certified public accountants
for fiscal 1999.
Votes Votes Votes Broker
For Against Withheld Abstentions Non-Votes
----- ------- -------- ----------- ---------
2,470,926 994 -0- 23,789 106,347
- ------------------------
(1) 2,495,709 votes (95.91% of those eligible) were cast at the
meeting, including 2,352,917 of 2,459,264 eligible votes (90.24%) by
the common stockholders and 142,792 of 142,792 eligible votes
(100.00%) by the preferred stockholders.
Item 5. Other Information.
Discretionary Voting of Proxies at Annual Meeting. The Company
will exercise discretionary authority to vote proxies at the
Company's next annual meeting of shareholders on any proposal for
which the shareholder has not requested inclusion in the Company's
proxy statement unless the shareholder notifies the Company of the
proposal and the shareholder's intention to present the proposal from
the floor of the meeting within a reasonable time before the Company
begins to print and mail its proxy materials (on or before February
9, 2000).
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 November 12,
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 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 (the "Tindells"), 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. (This Exhibit has been
previously filed as Exhibit 10(bb) to Registrant's Form 10-Q
for the period ended June 30, 1999, filed on August 20, 1999,
and same is incorporated herein by reference).
10(cc)Letter Agreement by and among Registrant, ITF, and the Tindells,
dated September 18, 1999.
10(dd)Letter Agreement by and among Registrant, ITF, and the Tindells,
dated September 18, 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) November 22, 1999 President and
Chief Financial Officer
JACK A. MARTINE
Jack A. Martine
(Date) November 22, 1999 Controller and
Chief Accounting Officer
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Method of filing
- ------- ----------- ----------------
<S> <C> <C>
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 November 12, 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
(the "Tindells"), dated April 13, 1999
10(bb) Guaranty Agreement between Registrant Incorporated herein by reference
and Oklahoma Bank and Trust Company,
dated as of June 7, 1999
10(cc) Letter Agreement by and among Filed herewith electronically
Registrant, ITF, and the Tindells,
dated September 18, 1999
10(dd) Letter Agreement by and among Filed herewith electronically
Registrant, ITF, and the Tindells,
dated September 18, 1999
27 Financial Data Schedule Filed herewith electronically
</TABLE>
Exhibit 10(cc)
September 18, 1999
Toby B. Tindell
Cristie R. Tindell
5880 N. I-35 Industrial Blvd.
Edmond, OK 73034
Re: Agreement between Toby Tindell and
Interstate Travel Facilities, Inc. ("ITF")
Ladies and Gentlemen:
Toby B. Tindell ("Tindell") has agreed to transfer Tindell's
stock in ITF to ITF in exchange for all of ITF's membership
interest in ToeJoe, L.L.C. subject to the following terms
and conditions:
1. Formation of ToeJoe. ITF has agreed to contribute four
(4) tracts of real property, together with any improvements
thereon, to a newly organized company, known as ToeJoe,
L.L.C. ("ToeJoe") an Oklahoma limited liability company. ITF
will be the sole initial member of ToeJoe. ToeJoe will
assume all of the debt outstanding against such properties,
including indebtedness in favor of SNB which amounted to
approximately $2,119,867.31 principal and $3,397.16 interest
at August 31, 1999. The four properties (the "Properties')
to be contributed to ToeJoe are as follows:
A. Rodeo Corner (Situated at I-35 and Seward Road,
Guthrie, Oklahoma)
B. Waterloo I (Situated at 6800 N. I-35 Industrial Blvd.,
Edmond, Oklahoma)
C. Waterloo II (Situated on west side of I-35 and Waterloo
Road, Edmond, Oklahoma)
D. Road Warrior Truck Wash (Situated at 5008 W. 61st
Street, Tulsa, Oklahoma)
2. Release of Liabilities. It is understood and agreed
that the Assumption Agreement(s) between ToeJoe and SNB
shall fully discharge ITF from all liabilities or
obligations in favor of SNB. It is also understood and
agreed that ITF shall have no liabilities or obligations in
connection with the $550,000 Wrap Around Promissory Note in
favor of Stuckey's Management Group, L.L.C., nor in
connection with the mortgage by Stuckey's Management, L.L.C.
in favor of Pecan Shoppe of Edmond, Inc.
3. Inventories and Accounts Payable. It is mutually
agreed that ITF is also contributing to ToeJoe the
inventories at Rodeo Corner, Waterloo I and Road Warrior
Truck Wash. ToeJoe will assume the accounts payable
associated with such locations.
4. Tindell Stock. Tindell will exchange his 6,250 shares
of common stock of ITF with ITF for all of ITF's membership
interest in ToeJoe (the "Transaction").
5. Release and Assignment of Certificates of Deposit.
Stillwater National Bank and Trust Company ("SNB") is
holding Certificates of Deposit (the "C/D's") in the total
amount of $327,070.16 as collateral for certain loans to
ITF. SNB has agreed to release such C/D's which will be
assigned to The Beard Company and delivered at or prior to
Closing.
6. Conduct of Business. From the date hereof to the
Closing of the Transaction, ITF will operate its business
only in the ordinary course.
7. Fuel Contracts. ITF shall have no liability in
connection with the fuel contracts related to the
Properties. Toby B. Tindell and Cristie R. Tindell shall
have no liability in connection with the fuel contracts
related to the properties (Cromwell and Lotawatah) which are
retained by ITF and not transferred to ToeJoe.
8. Closing and Effective Date. The effective date of the
Transaction will be as of August 31, 1999. Closing of the
Transaction will occur on November 15, 1999 or as soon
thereafter as possible. If such Closing does not occur on
November 15, it will occur within seven (7) days thereafter
and be treated for both tax and financial purposes as if
such Closing had occurred on August 31, 1999.
9. Binding Effect. The undersigned acknowledge that they
have the authority to execute this Letter Agreement. It is
the intent of the parties that the Transaction shall become
binding obligations of each of the parties hereto upon the
execution hereof.
If the foregoing meets with your approval, please execute a
counterpart of this letter at the places provided below and
return one copy to us.
Very truly yours,
THE BEARD COMPANY
By HERB MEE, JR.
Herb Mee, Jr., President
ACCEPTED this 20th day of September, 1999
INTERSTATE TRAVEL FACILITIES, INC.
By HERB MEE, JR.
Herb Mee, Jr., Vice President
TOBY B. TINDELL
Toby B. Tindell
CRISTIE R. TINDELL
Cristie R. Tindell
Exhibit 10(dd)
September 18, 1999
Interstate Travel Facilities, Inc.
Toby B. Tindell
Cristie R. Tindell
5880 N. I-35 Industrial Blvd.
Edmond, OK 73034
Re: Agreement Regarding Tindell Stock and
Other Agreements with Interstate Travel
Facilities, Inc. ("ITF")
Ladies and Gentlemen:
Because of circumstances which have developed since our
original Letter Agreement dated April 13, 1999, (the
"Agreement") was executed, we have mutually agreed that such
Agreement is null and void and of no further force and
effect. In lieu thereof, we have agreed to the following:
1. Tindell Stock. Toby B. Tindell ("Tindell") will
exchange his 6,250 shares of common stock of ITF with ITF
for all of ITF's membership interest in ToeJoe (hereafter
defined).
2. Cancellation of Tindell Note. Since Beard will never
receive payout of its original investment and ITF now has
negative shareholders' equity, the parties hereto have
mutually agreed that the $543,750 promissory note from ITF
to the Tindells has no value and is hereby cancelled.
3. Termination of Tindell Employment. It is mutually
agreed that at the Closing (hereafter defined) Tindell will
resign as President and Director of ITF.
4. Cancellation of Tindell Stock Option. Since Tindell
will no longer be an employee of ITF and since ITF will
never attain the $4,400,000 net worth specified in Section 2
of the Nonqualified Stock Option Agreement (the "Option")
dated February 27, 1998, by and between ITF and Tindell, it
is mutually agreed that such Option is cancelled and of no
further force and effect.
5. Release and Assignment of Certificates of Deposit.
Stillwater National Bank and Trust Company ("SNB") is
holding Certificates of Deposit (the "C/D's") in the total
amount of $327,070.16 as collateral for certain loans to
ITF. SNB has agreed to release such C/D's which will be
assigned to Beard and delivered at or prior to Closing.
6. Formation of ToeJoe. ITF has agreed to contribute four
(4) tracts of real property, together with any improvements
thereon, to a newly organized company, known as ToeJoe,
L.L.C. ("ToeJoe") an Oklahoma limited liability company.
Details of the formation of ToeJoe are contained in a Letter
Agreement of concurrent date by and among Beard, ITF and
Tindell.
7. Cromwell and Lotawatah ("C&L"). ITF will continue to
own C&L and pursue the sale thereof. The inventory and
accounts payable associated with C&L will remain with ITF.
8. Conduct of Business. From the date hereof to the
Closing of the Transaction, ITF will operate its business
only in the ordinary course.
9. Management of ITF. Beard will take over the management
of ITF at Closing. Beard is presently considering ToeJoe's
proposal to manage C&L on a temporary basis and will reach a
decision on this by the Closing.
10. Tindell Guaranties. ITF will assume any personal
guaranties of Tindell related to utilities and/or vendors at
C&L, and see that Tindell is relieved of any liabilities
therefor.
11. Billboards. The billboards associated with C&L will be
rented on a month-to-month basis by ITF from Tindell for
$150 per sign. It is our understanding that there are
thirteen (13) signs at the two locations.
12. Fuel Contracts. The fuel contracts at C&L will remain
in effect. It is our understanding that both contracts are
transferable but are binding for the remaining term of the
respective agreements (9 years w/Texaco at Cromwell and 6
years w/Conoco at Lotawatah). Tindell agrees to assign such
contracts to ITF, or alternatively, to make such contracts
available to ITF on a mutually agreeable basis.
13. Other Assets. Tindell will personally assume the
indebtedness on the 1998 Dodge pickup and the 1997 GMC
pickup owned by ITF in full payment and consideration for
such assets.
14. Closing. Closing of the Transaction will occur on
November 15, 1999 or as soon thereafter as possible. If
such Closing does not occur on November 15, it will occur
within seven (7) days thereafter.
15. Binding Effect. It is the intent of the parties that
the Transaction shall become binding obligations of each of
the parties hereto upon the execution of this Letter
Agreement.
If the foregoing meets with your approval, please execute a
counterpart of this letter at the places provided below and
return one copy to us.
Very truly yours,
THE BEARD COMPANY
By HERB MEE, JR.
Herb Mee, Jr., President
ACCEPTED this 20th day of September, 1999
INTERSTATE TRAVEL FACILITIES, INC.
By TOBY B. TINDELL
Toby B. Tindell, President
TOBY B. TINDELL
Toby B. Tindell
CRISTIE R. TINDELL
Cristie R. Tindell
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 1,706
<SECURITIES> 0
<RECEIVABLES> 282
<ALLOWANCES> (42)
<INVENTORY> 250
<CURRENT-ASSETS> 862
<PP&E> 9,664
<DEPRECIATION> (4,378)
<TOTAL-ASSETS> 10,943
<CURRENT-LIABILITIES> 1,403
<BONDS> 0
889
0
<COMMON> 3
<OTHER-SE> 6,170
<TOTAL-LIABILITY-AND-EQUITY> 10,943
<SALES> 0
<TOTAL-REVENUES> 1,203
<CGS> 0
<TOTAL-COSTS> 3,027
<OTHER-EXPENSES> (379)
<LOSS-PROVISION> 157
<INTEREST-EXPENSE> 159
<INCOME-PRETAX> (1,887)
<INCOME-TAX> (16)
<INCOME-CONTINUING> (1,903)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,903)
<EPS-BASIC> (0.78)
<EPS-DILUTED> (0.78)
</TABLE>
