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 March 31, 1999
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number 1-12396
THE BEARD COMPANY
(Exact name of registrant as specified in its charter)
Oklahoma 73-0970298
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Enterprise Plaza, Suite 320
5600 North May Avenue
Oklahoma City, Oklahoma 73112
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (405) 842-2333
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the
registrant's classes of common stock as of April 30, 1999.
Common Stock $.001 par value - 2,459,264
THE BEARD COMPANY
INDEX
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Balance Sheets - March 31, 1999 (Unaudited) and December 31, 1998
Statements of Operations and Comprehensive Income - Three Months
ended March 31, 1999 and 1998 (Unaudited)
Statements of Shareholders' Equity - Year ended December 31, 1998
and Three Months ended March 31, 1999 (Unaudited)
Statements of Cash Flows - Three Months ended March 31, 1999 and
1998 (Unaudited)
Notes to Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
PART II. OTHER INFORMATION
Item 2. Changes in Securities
Item 6. Exhibits and Reports on Form 8-K
Signatures
FORWARD LOOKING STATEMENTS
This document contains "forward looking statements" as defined
by the Securities Litigation Reform Act of 1995. These statements
should be read in conjunction with the cautionary statements included
in this document, including those found under "Item 2. Management's
Discussion and Analysis of Financial Condition and Results of
Operations."
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
THE BEARD COMPANY AND SUBSIDIARIES
Balance Sheets
March 31, 1999 (Unaudited) and December 31, 1998
March 31, December 31,
Assets 1999 1998
------------ ------------
Current assets:
Cash and cash equivalents $ 4,170,000 $ 5,190,000
Accounts receivable, less allowance for
doubtful receivables of $54,000 in 1999 and
$69,000 in 1998 546,000 1,386,000
Inventory 420,000 383,000
Prepaid expenses and other assets 253,000 259,000
Current portion of notes receivable 261,000 57,000
------------ ------------
Total current assets 5,650,000 7,275,000
------------ ------------
Notes receivable 326,000 354,000
Investments and other assets 2,072,000 1,887,000
Property, plant and equipment, at cost 8,948,000 32,921,000
Less accumulated depreciation,
depletion and amortization 4,440,000 5,139,000
------------ ------------
Net property, plant and equipment 4,508,000 27,782,000
------------ ------------
Intangible assets, at cost 130,000 167,000
Less accumulated amortization 95,000 128,000
------------ ------------
Net intangible assets 35,000 39,000
------------ ------------
$ 12,591,000 $ 37,337,000
============ ============
Liabilities and Shareholders' Equity
Current liabilities:
Trade accounts payable $ 303,000 $ 677,000
Accrued expenses 1,076,000 1,385,000
Income taxes payable 51,000 100,000
Current maturities of long-term debt 124,000 119,000
------------ ------------
Total current liabilities 1,554,000 2,281,000
------------ ------------
Long-term debt less current maturities 2,555,000 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 and outstanding in 1999 and 1998 3,000 3,000
Capital in excess of par value 37,747,000 37,747,000
Accumulated deficit (28,370,000) (27,819,000)
Accumulated other comprehensive loss (7,000) -
Treasury stock, 372,065 and 310,890
shares, at cost in 1999 and 1998,
respectively (1,780,000) (1,544,000)
------------ ------------
Total common shareholders' equity 7,593,000 8,387,000
------------ ------------
Commitments and contingencies (note 7)
$ 12,591,000 $ 37,337,000
============ ============
See accompanying notes to financial statements.
THE BEARD COMPANY AND SUBSIDIARIES
Statements of Operations and Comprehensive Income
(Unaudited)
For the Three Months Ended
---------------------------
March 31, March 31,
1999 1998
---------- ----------
Revenues:
Coal reclamation $ 684,000 $ -
Carbon dioxide 119,000 160,000
Other 9,000 8,000
---------- ----------
812,000 168,000
---------- ----------
Expenses:
Coal reclamation (exclusive of depreciation,
depletion, and amortization shown
separately below) 413,000 35,000
Carbon dioxide (exclusive of depreciation,
depletion, and amortization shown
separately below) 28,000 35,000
Environmental remediation (exclusive of
depreciation, depletion, and amortization
shown separately below) 56,000 24,000
Selling, general and administrative 529,000 396,000
Depreciation, depletion and amortization 181,000 16,000
Other 8,000 5,000
---------- ----------
1,215,000 511,000
---------- ----------
Operating profit (loss):
Coal reclamation (56,000) (116,000)
Carbon dioxide 84,000 117,000
Environmental remediation (77,000) (27,000)
Other (354,000) (317,000)
---------- ----------
(403,000) (343,000)
Other income (expense):
Interest income 53,000 137,000
Interest expense (156,000) -
Gain on sale of assets 2,000 12,000
Equity in net earnings (loss) of
unconsolidated affiliates (85,000) 109,000
Other 38,000 (15,000)
---------- ----------
Loss from continuing operations before
income taxes (551,000) (100,000)
Income taxes (note 6) - -
---------- ----------
Loss from continuing operations (551,000) (100,000)
Loss from discontinued operations (note 3) - (324,000)
---------- ----------
Net loss (551,000) (424,000)
Other comprehensive loss
Foreign currency translation adjustment (7,000) -
---------- ----------
Comprehensive loss $ (558,000) $ (424,000)
========== ==========
Net loss per average common share outstanding:
Basic and diluted:
Loss from continuing operations $ (0.22) $ (0.04)
Loss from discontinued operations - (0.13)
------- -------
Net loss $ (0.22) $ (0.17)
======= =======
Weighted average common shares outstanding -
basic and diluted 2,468,000 2,528,000
========= =========
See accompanying notes to financial statements.
THE BEARD COMPANY AND SUBSIDIARIES
Statements of Shareholders' Equity and Comprehensive Income
Accumulated Total
Capital in Other Common
Common Excess of Accumulated Comprehensive Treasury Shareholders'
Stock Par Value Deficit Loss Stock Equity
------ ---------- ----------- ------------- -------- -------------
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, three months
ended March 31, 1999
(unaudited) - - (551,000) - - (551,000)
Other comprehensive loss
Foreign currency translation
adjustments (unaudited) - - - (7,000) - (7,000)
Purchase of 61,175 shares
of common stock (unaudited) - - - - (236,000) (236,000)
------- ----------- ------------ ---------- ----------- -----------
Balance, March 31, 1999
(unaudited) $ 3,000 $37,747,000 $(28,370,000) $ (7,000) $(1,780,000) $ 7,593,000
======= =========== ============ ========== =========== ===========
See accompanying notes to financial statements.
THE BEARD COMPANY AND SUBSIDIARIES
Statements of Cash Flows
(Unaudited)
For the Three Months Ended
--------------------------------
March 31, 1999 March 31, 1998
-------------- --------------
Operating activities:
Cash received from customers $ 3,131,000 $ 1,997,000
Cash paid to suppliers and employees (3,118,000) (2,577,000)
Interest received 62,000 202,000
Interest paid (165,000) (18,000)
Taxes paid (49,000) (200,000)
----------- -----------
Net cash used in operating activities (139,000) (596,000)
----------- -----------
Investing activities:
Acquisition of property, plant and equipment (34,000) (460,000)
Proceeds from sale of assets 3,000 16,000
Investment in subsidiary (355,000) -
Advances for notes receivable (196,000) -
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 104,000 24,000
----------- -----------
Net cash used in investing activities (478,000) (1,083,000)
----------- -----------
Financing activities:
Payments on line of credit and term notes (167,000) (30,000)
Purchase of treasury stock (236,000) -
Preferred stock repurchase - (4,005,000)
----------- -----------
Net cash used in financing activities (403,000) (4,035,000)
----------- -----------
Net decrease in cash and cash equivalents (1,020,000) (5,714,000)
Cash and cash equivalents at beginning of
period 5,190,000 13,955,000
----------- -----------
Cash and cash equivalents at end of period $ 4,170,000 $ 8,241,000
=========== ===========
THE BEARD COMPANY AND SUBSIDIARIES
Statements of Cash Flows
(Unaudited)
Reconciliation of Net Loss to Net Cash Used in Operating Activities
For the Three Months Ended
-------------------------------
March 31, 1999 March 31, 1998
-------------- --------------
Net loss $ (551,000) $ (424,000)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation, depletion and amortization 181,000 116,000
Gain on sale of assets (2,000) (13,000)
Equity in net (income) loss of unconsolidated
affiliates 85,000 (109,000)
Net cash used by discontinued operations
offsetting accrued impairment loss (171,000) -
Other, including minority interest in
consolidated subsidiaries 3,000 13,000
Decrease in accounts receivable, prepaid
expenses and other current assets 861,000 567,000
(Increase) decrease in inventories (37,000) 15,000
Decrease in accounts payable, accrued
expenses and other liabilities (508,000) (761,000)
------------ ------------
Net cash used in operating activities $ (139,000) $ (596,000)
============ ============
Supplemental Schedule of Noncash Investing and
Financing Activities:
Exchange of coal extraction and
beneficiation equipment for release
of debt obligation $ 23,053,000 $ -
============ ============
Purchase of 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
============ ============
See accompanying notes to financial statements.
THE BEARD COMPANY AND SUBSIDIARIES
Notes to Financial Statements
March 31, 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 footnote disclosures
normally prepared in accordance with generally accepted accounting
principles have been omitted. The accompanying financial
statements and notes thereto should be read in conjunction with the
audited consolidated financial statements and notes thereto
included in 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-month period ended March
31, 1999, are not necessarily indicative of the results to be
expected for the full year.
The Company's current significant operations are within the
following segments: (1) the Coal Reclamation-U.S. ("CR-U.S.")
Segment, consisting of the coal reclamation activities and services
related to the Company's patented Mulled Coal Technology (the "M/C
Technology"); (2) the Coal Reclamation-China ("CR-China") Segment,
consisting of the Company's efforts to develop coal reclamation
operations in China utilizing the M/C Technology; (3) the carbon
dioxide ("CO2") Segment, consisting of the production of CO2 gas;
(4) the Well Testing ("WT") Segment, consisting of the Company's
50% ownership in a company involved in natural gas well testing
operations in northeastern Mexico; (5) the environmental
remediation ("ER") Segment, consisting of the remediation of
creosote and polycyclic aromatic hydrocarbon ("PAH") contamination;
and (6) the Brine Extraction/Iodine Manufacturing ("BE/IM")
Segment, consisting of the Company's 40%-ownership investment in a
joint venture for the extraction, production and sale of crude
iodine.
The Company operated in the interstate travel facilities business
(the "ITF" Segment) following its acquisition of four travel
facilities in February 1998. As discussed in note 3, in April
1999, the Company's Board of Directors adopted a formal plan to
discontinue its ITF Segment. Also, as discussed in note 3, in
August 1998, the Company's Board of Directors adopted a formal plan
to discontinue its other environmental services operations (the
"Other E/S Operations"), conducted principally by Whitetail
Services, Inc. ("Whitetail"), Horizontal Drilling Technologies,
Inc. ("HDT") and Incorporated Tank Systems.
The coal reclamation activities conducted by Beard Technologies,
Inc. and Beard Sino-American Resources Co., Inc. now comprise the
CR-U.S. Segment and the CR-China Segment, respectively. The
environmental remediation activities conducted by ISITOP, Inc. now
comprise the ER Segment.
(2) Aquisitions
ITF Segment
On February 9, 1998, the Company, through a newly formed
subsidiary, Interstate Travel Facilities, Inc. ("ITF"), purchased
two travel facilities located along Interstate Highway I-40 in
eastern Oklahoma for cash of $490,000. The travel facilities are
geared toward the needs of interstate highway travelers and
included a service station, convenience store and a restaurant.
The fair value of identifiable tangible net assets acquired
approximated $628,000 on the acquisition date.
On February 27, 1998, ITF acquired two travel facilities and an
undeveloped parcel of land located along Interstate Highway I-35 in
central Oklahoma. These travel facilities are also geared toward
the needs of interstate highway travelers. The purchase price
consisted of cash of $322,000; a fifteen-year, unsecured, 5.93%
$544,000 promissory note, valued at $407,000 (discounted using a
10% interest rate); the assumption by ITF of three mortgage notes
payable approximating $1,336,000, owed by the former owner of the
facilities; and 20% of the Company's ownership in ITF, valued at
$181,000. Approximately $1,051,000 of costs in excess of fair
value of the net assets acquired was recorded as goodwill and was
being amortized over 15 years.
On May 20, 1998, ITF acquired the assets of a truck wash located
along Interstate Highway I-44 in Tulsa, Oklahoma for $699,000. The
facility consists of two inside truck washing bays. The Company
financed $576,000 of the asset acquisition with a promissory note.
The fair value of the identifiable tangible assets approximated
$870,000 on the acquisition date.
As discussed in note 3, on April 9, 1999, the Company's Board of
Directors approved a plan to discontinue its ITF Segment.
CR-U.S. Segment
On June 30, 1998, the Company, through a newly formed subsidiary,
Beard Mining, L.L.C. ("BMLLC"), acquired coal fines extraction and
beneficiation equipment (the "Equipment") located at six coal
slurry impoundment sites for $24,000,000. BMLLC financed the
purchase with a $24,000,000 loan from MCNIC Pipeline & Processing
Company ("MCNIC") which was secured solely by the equipment. BMLLC
leased the Equipment to Beard Technologies, Inc. ("BTI") a wholly-
owned subsidiary of Beard, which operated and maintained the
Equipment and six briquetting plants for six limited liability
companies (the "LLC's"), each of which is a subsidiary of MCNIC.
The monthly lease payments equaled the monthly payments due under
the promissory note and were reimbursed costs by the LLC's under
BTI's operating agreements with the LLC's.
Concurrent with BMLLC's acquisition of the Equipment, BTI entered
into operating agreements with the LLC's to provide services for
which it was being compensated under a cost-plus arrangement
pursuant to which it received a minimum profit of $100,000 per
month (the "Operating Agreements").
On December 16, 1998, the LLC's terminated the Operating Agreements
effective January 31, 1999. BTI maintained a reduced work force at
the plants for security reasons through April 30, 1999.
On March 19, 1999, BTI and MCNIC entered into an agreement,
effective January 31, 1999, whereby BTI assigned its 100% interest
in BMLLC to MCNIC in exchange for a release from MCNIC of any
obligations BTI has or would have had as an interest owner in BMLLC
(the "Exchange Agreement"). As a result of the Exchange Agreement,
the Company was relieved of its obligations under the promissory
note and the related loan documents in exchange for its ownership
in the Equipment. The remaining net book value of the Equipment
exchanged equaled the remaining principal balance of the promissory
note forgiven. Therefore, no gain or loss resulted from the
transaction.
The above acquisitions were accounted for by the purchase method
and accordingly, the results of operations of the travel facilities
and other acquired assets have been included in the Company's
financial statements from their respective acquisition dates.
The Company considers the acquisition of the travel facilities and
the Equipment as asset acquisitions; therefore, no pro forma
financial information has been reported in the accompanying
financial statements.
(3) Discontinued Operations
ITF Segment
On April 9, 1999, Beard's Board of Directors adopted a formal plan
to discontinue its ITF Segment. On April 13, 1999, Beard entered
into an agreement of terms with ITF and its minority shareholders
whereby (1) the original purchase price of the two properties
purchased from the minority shareholders will be adjusted downward
by canceling the $544,000 (balance of $440,000 at March 31, 1999)
promissory note to the minority shareholders; (2) Beard will sell
22,321 shares of its ITF common stock for $1,000 and will grant an
irrevocable proxy to the minority shareholders for its remaining
30% common ownership in ITF, thereby surrendering its operating and
voting control of ITF; and, (3) ITF and Beard will restructure
ITF's indebtedness to Beard whereby ITF will (a) obtain a release
of and assign to Beard $327,000 of certificates of deposit
currently securing certain ITF debt obligations, and (b) will
deliver two promissory notes to Beard totaling $2,053,000 (note A
with a principal balance of $1,514,000 ("Note A") and note B with a
principal balance of $539,000 ("Note B")). Note A will be secured
by (a) a first mortgage on two of ITF's convenience store
properties (the "C-stores"); and (b) a security interest in related
equipment; and (c) the ITF shares being sold to ITF (the
"Collateral"). All proceeds from the sale of the two C-stores and
Collateral will be applied first to Note A and then to Note B.
Note A will not bear interest until both the C-stores are sold (the
"Trigger Date") at which time the remaining principal, if any, will
bear interest at 8% per annum. ITF has agreed to use its best
efforts to sell the two C-stores within one year. Note B is
unsecured and bears interest at 6% per annum until the Trigger Date
at which time the interest rate increases to 8% per annum. No
payment, other than from the proceeds from the sale of the C-stores
and the Collateral, is required on either note until the Trigger
Date, at which time equal monthly interest and principal payments
become due over a 36-to-60 month period, based upon the amount of
the unpaid principal balances of the notes at the Trigger Date.
Closing of the above agreement has been delayed pending release and
assignment of ITF's certificates of deposit currently securing
ITF's debt obligations. Beard expects to close the agreement in
the near future without significant changes being made to the
original agreement. Because the agreement has not been closed,
Beard retains operational and voting control over ITF; therefore,
ITF's assets, liabilities and operating results have been
consolidated in the accompanying financial statements. Results of
operations for the ITF Segment have been reported as discontinued
operations in the accompanying statement of operations. Revenues
and losses from the discontinued ITF Segment were $285,000 and
$45,000, respectively for the three months ended March 31, 1998.
Beard recorded a $1,603,000 estimated loss from discontinuing the
ITF Segment in 1998. $1,256,000 of the loss represented the
difference in the estimated fair value of Notes A and B and Beard's
investment in and notes and accounts receivable from ITF at
December 31, 1998. Beard recorded the loss as a reduction in
goodwill resulting from the purchase of the ITF facilities, with
the remaining $205,000 recorded as a reduction in ITF's property,
plant and equipment. Beard recorded a provision of $347,000 in
1998 for the estimated operating losses expected to be incurred by
ITF from January 1, 1999 through March 31, 1999, the effective date
of the transaction. ITF's actual losses for the three months ended
March 31, 1999, were $171,000, which were charged against the loss
provision recorded in 1998.
As of March 31, 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
$3,965,000. The significant liabilities of the segment consist of
trade accounts payable, accrued expenses and debt obligations
totaling $3,055,000.
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 $684,000 expected from the
discontinuation of such operations. $594,000 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 $581,000, since its date of
discontinuance. The sales prices approximated the assets' carrying
values. $359,000 of the equipment sales were for various notes
receivable with terms ranging from three to seven years. The
Company is actively seeking opportunities to sell the remaining
other E/S operations equipment and anticipates the assets will be
disposed of by December 31, 1999.
Results of operations for the three months ended March 31, 1998,
have been reported as discontinued in the accompanying statements
of operations. Revenues and losses applicable to the discontinued
segment were $965,000 and $279,000 for the three months ended March
31, 1998, respectively. The Company did not incur significant
operating costs during the three months ended March 31, 1999,
related to the Other E/S Operations.
As of March 31, 1999, the significant assets related to the Other
E/S Operations consist primarily of equipment with a recorded value
of $299,000. The significant liabilities related to the Other E/S
Operations consist of accounts payables and accrued expenses
totaling $98,000.
Solid CO2 Segment
In 1997, the Company sold the business and substantially all of the
assets of Carbonic Reserves, an 85%-owned subsidiary involved in
the manufacturing and distribution of solid CO2 ("Solid CO2
segment").
As of March 31, 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 March 31 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) Loss Per Share
Basic loss per share data is computed by dividing loss attributable
to common shareholders by the weighted average number of common
shares outstanding for the period.
Diluted loss per share in the statements of operations exclude
potential common shares issuable upon conversion of redeemable
preferred stock or exercise of stock options as a result of losses
from continuing operations for all periods presented.
(6) Income Taxes
In accordance with the provisions of the Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes" ("SFAS
No. 109"), the Company's net deferred tax asset is being carried at
zero book value, which reflects the uncertainties of the Company's
utilization of the future net deductible amounts. There is no
provision for income taxes for the three months ended March 31,
1999 and 1998 due to the availability of net operating losses and
other carryforwards. At March 31, 1999, the Company estimates that
it had the following income tax carryforwards available for both
income tax and financial reporting purposes (in thousands):
Expiration
Date Amount
--------------------------
Federal regular tax operating loss carryforwards 2004-2010 $ 51,718
Investment tax credit carryforward 1999-2000 $ 221
Tax depletion carryforward Indefinite $ 5,500
(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.
(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 in the first quarter of 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 in the first quarter of 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 loss from
continuing operations before income taxes reported in the Company's
accompanying financial statements.
Coal Coal
Reclamation Reclamation Carbon Environmental Iodine Well
U.S. China Dioxide Remediation Manufacturing Testing Totals
----------- ----------- ------- ----------- ------------- ------- ------
Three months ended March 31, 1999
- ---------------------------------
Revenues from external
customers $684 $ - $119 $ - $306 $87 $1,196
Segment profit (loss) (124) (83) 84 (84) (99) (229) (535)
Segment assets 1,500 - 531 53 2,283 1,015 5,382
Three months ended March 31, 1998
- ---------------------------------
Revenues from external
customers - - 160 - 1,122 - 1,282
Segment profit (loss) (69) (47) 117 (30) 83 - 54
Segment assets 34 - 494 49 4,319 - 4,896
Reconciliation of total reportable segment profit (loss) to consolidated
loss from continuing operations is as follows for the three months ended
March 31 (in thousands):
1999 1998
------- -------
Total profit (loss) for reportable segments $ (535) $ 54
Eliminate (earnings) loss from brine
extraction/iodine manufacturing and well
testing operations accounted for as
equity investments 328 (83)
Equity in earnings (loss) from brine extraction/
iodine manufacturing and well testing
operations accounted for as equity investments (165) 46
Net corporate costs not allocated to segments (179) (117)
------ ------
Total consolidated loss for continuing
operations $ (551) $ (100)
====== ======
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 March 31, 1999 compared to the prior
year first quarter. 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 - March 31, 1999 as compared
with December 31, 1998.
The following table reflects changes in the Company's financial
condition during the periods indicated:
March 31, December 31, Increase
1999 1998 (Decrease)
--------- ------------ ----------
Cash and cash equivalents $ 4,170,000 $ 5,190,000 $ (1,020,000)
Working capital $ 4,096,000 $ 4,994,000 $ (898,000)
Current ratio 3.64 to 1 3.19 to 1
During the first quarter of 1999, the Company reduced its working
capital by $898,000 from $4,994,000 as of December 31, 1998. $355,000
of the decrease was a result of additional capital contributions to the
Company's joint venture involved in natural gas well testing on
northeastern Mexico. $236,000 was used to purchase treasury stock
during the quarter. $224,000 was invested in the ITF Segment to fund
operations prior to the decision to discontinue such operations.
The Company had a significant improvement in its debt ratios
during the first quarter 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 0.35 to 1 from 3.09 to 1 at year-end 1998.
On April 13, 1999, the Company entered into an agreement which
resulted in the discontinuance of the ITF Segment (Interstate Travel
Facilities, Inc. ("ITF")) effective as of March 31, 1999 (see Note 3
to the accompanying financial statements). Closing of the agreement
has been delayed pending the release and assignment to Beard of
$327,000 of certificates of deposit by the bank which is holding same
as collateral. The closing is expected to occur in the near future,
at which time Beard will cease to control the assets and operations of
ITF. ITF's assets, liabilities and operations will no longer be
consolidated in Beard's financial statements and Beard will record
notes receivable from ITF.
The discontinuance of the ITF Segment will ultimately result in
the removal of all but $43,000 of the debt which remained at March 31,
1999 from the Company's balance sheet, as $2,636,000 of the debt is
associated with ITF's assets, and the Company is not a guarantor of
such indebtedness. This will result in a further improvement in the
Company's debt ratios and is expected to add $327,000 to working
capital. At March 31, 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 93%
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 quarter of 1999 and will have a similar
impact upon future results. We are continuing to negotiate with MCNIC
concerning the formation of a limited liability company to pursue the
operation of one of the six projects, and are having discussions with
a third party (which is negotiating with MCNIC to take over two of the
projects) about operating such projects for them, but there is no
assurance that any of such projects will materialize.
The CR Segments are also working on a number of other projects,
in addition to the MCNIC projects, all of which have the potential for
good prospective return on investment. Although the Company has the
ability to finance one or two of such projects from available funds
and its existing credit line, its ability to take on incremental
projects will be limited by its success in arranging suitable
financing or equipment leasing facilities for such projects.
The Company's cash reserves, cash flow and credit lines will be
adequate to fund the $3,258,000 of capital expenditures projected for
the Company for the last nine months of the year. Presently
anticipated capital expenditures include (i) $1,900,000 for the CR-
U.S. Segment, (ii) $725,000 for the CR-China Segment, (iii) $100,000
for the ER Segment, (iv) $33,000 for Beard corporate; and $500,000 for
the new WT Segment. In April, 1999, the Company spent approximately
$800,000 on equipment for the CR-U.S. Segment. The remaining
$1,825,000 of the $2,625,000 originally targeted for expenditure by
the two CR Segments is speculative since it is targeted for
expenditure on two reclamation facilities on which negotiations are
currently in progress.
The $800,000 equipment purchase was for a coal fines processing
plant which had formerly been located at the Bee Veer Mine owned and
operated by Associated Electric Cooperative, Inc. near Moberly in
north central Missouri. The $800,000 does not include transportation
or assembly costs. The plant is capable of producing 118 tons per hour
of fine coal. The Company is currently evaluating three potential
pond sites, and negotiating with the respective pond owners, and
expects to make a decision in the near future concerning the site
where the plant will be placed.
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 reduced and will ultimately cease funding losses
generated by such operations.
The sale of Carbonic Reserves in October of 1997 has continued to
provide the Company with significant liquid resources. Future cash
flows and availability of credit are subject to a number of variables,
including demand for the Company's coal reclamation services and
technology, private and governmental demand for environmental
remediation services, continuing demand for CO2 gas and for the
services provided by the Company's WT Segment. The Company
anticipates that its current resources, future cash flows and
availability of credit due to the Company's improved debt ratios will
enable it to meet its planned operating costs and capital spending
requirements.
Although working capital decreased $898,000 in the first quarter of
1999, the Company remained in strong working capital position with
working capital of $4,096,000, including $4,170,000 of cash and cash
equivalents, and a current ratio of 3.64 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 March 31,
1999 as compared with the Quarter ended March 31, 1998.
The loss for the first quarter of 1999 was $551,000 compared to
$424,000 for the 1998 first quarter. The operating loss in the CR
Segments improved by $60,000. These improvements were offset by a
decline in the operating margins of the CO2 Segment of $33,000 and an
increase in operating losses in the ER Segment of $50,000. Also,
there was an increase in operating losses of $37,000 in Other ---
principally corporate---activities for the first quarter of 1999
compared to the same period in 1998. As a result, the operating loss
for the current quarter increased $60,000 to $403,000 versus $343,000
in the corresponding quarter of the prior year.
Operating results of the Company's primary operating Segments are
reflected below:
1999 1998
---- ----
Operating profit (loss):
Coal reclamation $ (56,000) $ (116,000)
Carbon dioxide 84,000 117,000
Environmental remediation (77,000) (27,000)
---------- ----------
Subtotal (49,000) (26,000)
Other (354,000) (317,000)
---------- ----------
$ (403,000) $ (343,000)
========== ==========
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 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 profit of $100,000 per month. The arrangement was terminated
on January 31, 1999. The $60,000 decrease in the operating loss for
the first quarter of 1999 compared to the same period in 1998 reflects
the effects of the guaranteed profit associated with this contract for
the month of January 1999 partially offset by "standby costs" incurred
by the Company in February and March as well as by a $37,000 increase
in SG&A costs incurred in the CR-China Segment as it continued to
pursue opportunities for the coal technology. The Company has been
negotiating with the subsidiary concerning the formation of a jointly
owned limited liability company to pursue the operation of one of the
six projects, and is also having discussions with a third party (which
is 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. The Company's share of such costs
for February and March more than offset the operating profit of
January. Such costs for April are not expected to be material.
Carbon dioxide
First quarter 1999 operations reflected an operating profit of
$84,000 compared to $117,000 for the 1998 first 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 $41,000 or 26% to $119,000 for the
first three months of 1999 compared to $160,000 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 recent decline in
oil prices caused a decline in the demand for CO2 gas. As a result,
the Company's share of production from the above interests declined to
425,000 MCF for the first quarter of 1999 compared to 600,000 MCF for
the same period in 1998.
Environmental remediation
The subsidiary in 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. This remains a startup operation which
generated no revenues in either the first quarter of 1999 or 1998.
The segment produced an operating loss of $77,000 in 1999 versus
$27,000 in 1998, reflecting a sharp increase in SG&A expenses due to
an expansion in the level of marketing activities during the first
quarter of 1999 compared to the same period in 1998.
Other activities
Other operations, consisting primarily of general and corporate
activities, generated a smaller operating loss for the first quarter
of 1999 as compared to the same period last year primarily as the
result of savings in incurred insurance expenses.
Selling, general and administrative expenses
The Company's selling, general and administrative expenses
("SG&A") in the current quarter increased to $529,000 from $396,000 in
the 1998 first quarter. The primary reasons for this were a $72,000
increase in SG&A expenses incurred by the CR-U.S. Segment and a
$37,000 increase in expenses incurred by the CR-China Segment in
exploring opportunities for its coal technology in China for the first
quarter of 1999 compared to 1998.
Depreciation, depletion and amortization expenses
DD&A expense increased $165,000 from $16,000 to $181,000 from the
first quarter of 1998 to the same period in 1999, reflecting
depreciation on the additions to property, plant and equipment made
during the past year, primarily in the CR-U.S. Segment. $133,000 of
the increase is depreciation on the coal fines extraction and
beneficiation equipment in the CR-U.S. Segment for the month of
January, 1999. On March 19, 1999, the Company assigned all its
membership interest in the company owning the equipment to the
noteholder in exchange for a release on the debt for which the
property was security. See Note 2 to the accompanying financial
statements.
Other income and expenses
The other income and expenses for the first quarter of 1999 netted
to a $148,000 loss compared to $243,000 in earnings for the same
period in 1998. Interest income was down $84,000 for the first
quarter of 1999 compared to the same period in 1998 reflecting the
less cash available for investments in commercial paper. Interest
expense was up $156,000 as a result of the debt incurred to purchase
the coal fines and beneficiation equipment.
The Company's equity in the earnings of unconsolidated affiliates
was down $194,000 for the first quarter 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
$40,000 for the three months ended March 31, 1999 compared to earnings
of $46,000 for the same period in the prior year. Iodine sales for
the current quarter totaled $306,000 versus $1,122,000 in the 1998
first quarter. Although the segment was producing iodine at its
normal rate, it has been primarily building inventory during the first
five months of this year. Shipments are expected to resume at more
normal levels beginning in June of this year. In addition, for the
three months ended March 31, 1999, the Company recorded a loss of
$114,000 on its investment in an entity engaged in well testing
operations in northeastern Mexico (the WT Segment). This entity
generated its initial revenues in the first quarter of 1999 which were
not sufficient to cover the overhead costs of the operations. The
Company realized $10,000 less in gain on sale of assets in the first
quarter of 1999 compared to 1998 as most of the Company's surplus oil
and gas equipment remaining after the 1993 Restructure has been sold.
Discontinued operations
In April of 1999, the Company's Board of Directors adopted a
formal plan to discontinue its ITF Segment. Revenues and losses from
the discontinued ITF Segment were $285,000 and $45,000, respectively,
for the three months ended March 31, 1998. The minority shareholders
have entered into an agreement with the Company whereby they will
purchase the Company's controlling interest in the segment effective
March 31, 1999 for notes receivables and certificates of deposit
valued at $1,200,000 at March 31, 1999. See Note 3 to the
accompanying financial statements.
In August of 1998, the Company's Board of Directors adopted a
plan to restructure the E/RR Segment and to discontinue the Other E/S
Operations. Revenues and losses from discontinued Other E/S
Operations were $965,000 and $279,000, respectively, for the first
quarter of 1998. See Note 3 to the accompanying financial statements.
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 Year 2000 Issue
State of Readiness and Costs. In August of 1998 the Company
implemented a program to address its Year 2000 readiness (the
"Program"). The Program addresses the issue of computer programs and
embedded computer chips being unable to distinguish between the year
1900 and the year 2000. Computer programs that do not properly
recognize the difference could fail or create erroneous results. At
this point the Company's assessment of its Year 2000 issues is not
complete. Based upon its analysis to date, management is well down
the road to concluding that the Company's inhouse computer systems
will be Year 2000 compliant by December 31, 1999 and that our major
exposure is related to future costs that may arise as a result of
business disruptions caused by vendors, suppliers, banks, insurance
providers and customers, or the possible loss of electric power or
phone and fax service (the "External Parties"). Based upon its
analysis to date, management's current estimate is that the total cost
of the Program should not exceed $35,000.
The Program consists of: (i) inventorying Year 2000 items; (ii)
assigning priorities to identified items; (iii) assessing the Year
2000 compliance of items determined to be material to the Company;
(iv) repairing or replacing material items that are determined not to
be Year 2000 compliant; (v) testing material items; and (vi) designing
and implementing contingency and business continuation plans for the
Company and each of its operating entities.
At March 31, 1999, the inventory and priority assessment phases
of the Program were underway, but had not yet been completed at either
the parent or subsidiary company level. At the parent company level,
the Company has only a PC network and uses only third-party-developed
programs. The Company concluded that, at this level, its only problem
area in terms of hardware resided in its file server and in two
computer stations, all of which were replaced in 1998 due to their age
at a total cost of $10,000. The Company is examining its software
currently and anticipates replacing the software not in compliance at
a cost not to exceed $7,000. The Company believes that, at this
level, its hardware and systems software are expected to be compliant.
Prior to June 30, 1999, we hope to obtain from our software vendors
assurances that all of the systems software supplied by them is Year
2000 compliant, or else have a clear picture of the upgrade path
necessary to bring that software into compliance. We presently
anticipate concluding systems software updates and compliance testing
during our third quarter.
At the subsidiary level, we do know that all of these entities,
insofar as their basic accounting and financial systems are concerned,
use only basic PC's and utilize only purchased systems software, and
no hardware or major software problems are anticipated with regard to
such items. Neither our two principal operating subsidiaries nor our
two principal investee companies have any equipment we are aware of
with embedded processors or memory chips that would create a problem.
We are now in the process of obtaining Year 2000 assessment
questionnaires from all of the External Parties whose services we rely
upon, both at the parent and subsidiary company levels.
The Company believes that at the present time its Program is
approximately 75% complete. The Company believes that by June 30,
1999, it will have identified any major deficiencies or exposures not
previously identified, and that by September 30, 1999, it will have
finalized the contingency and business continuation plans for the
Company and all of its subsidiary entities.
Risks. The failure to correct a material Year 2000 problem could
result in an interruption in, or a failure of, certain normal business
activities or operations. Such failures could adversely affect the
Company's results of operations, liquidity and financial condition.
Due to the general uncertainty inherent in the Year 2000 problem,
resulting in part from the uncertainty of the Year 2000 readiness of
third-party suppliers, vendors and customers, the Company is unable to
determine at this time whether the consequences of Year 2000 failures
will have a material impact on the Company's results of operations,
liquidity and financial condition. The Program is expected to
significantly reduce the Company's level of uncertainty about the Year
2000 problem and, in particular, about the Year 2000 compliance and
readiness of its material External Parties. The Company believes
that, upon completion of the Program, the possibility of interruptions
of material consequence to normal operations will have been
significantly reduced.
Readers are cautioned that forward-looking statements contained
in the "Impact of Year 2000 Issue" should be read in conjunction with
the Company's disclosures under the heading: "FORWARD LOOKING
STATEMENTS" found below the index at page 2 of this Form 10-Q.
Contingencies. As indicated above, the Company has begun, but
not yet implemented, a comprehensive analysis of the operational
problems and costs (including loss of revenues) that would be
reasonably likely to result from the failure by the Company and the
External Parties to complete efforts to achieve Year 2000 compliance
on a timely basis. A contingency plan has not been developed for
dealing with the most reasonably likely worst case scenario, and such
scenario has not yet been clearly identified. The Company plans to
complete such analysis and contingency planning by September 30, 1999.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
At March 31, 1999, the Company had long-term debt of $2,679,000
of which $483,000 was fixed-rate debt. The remaining debt of
$2,196,000 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 $2,636,000 of the Company's debt including all the
Company's variable-rate debt. The remaining Company debt of $43,000
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 Stock Purchase Agreement. Accordingly, one-third of
future "consolidated net income" will accrete directly to preferred
stockholders and reduce earnings per common share. As a result of
these redemption requirements, the payment of any dividends to the
common stockholders in the near future is very unlikely. See Note 4
to the accompanying financial statements.
Item 6. Exhibits and Reports on Form 8-K.
(a) The following exhibits are filed with this Form 10-Q and are
identified by the numbers indicated:
Exhibit No. Description
- ----------- -----------
2 Plan of acquisition, reorganization, arrangement,
liquidation or succession:
2(a) Agreement and Plan of Reorganization by and among
Registrant, Beard Oil Company ("Beard Oil") and New Beard,
Inc., dated as of July 12, 1993 (see Addendum A to Part I,
which is incorporated herein by reference; schedules to the
Agreement have been omitted). (This Exhibit has been
previously filed as Exhibit 3(b), filed on July 27, 1993 to
Registrant's Registration Statement on Form S-4, File No.
33-66598, and same is incorporated by reference).
2(b) Agreement and Plan of Merger by and between The Beard
Company and The New Beard Company, dated as of September
16, 1997. (This Exhibit has been previously filed as
Exhibit B to Registrant's Proxy Statement filed on
September 12, 1997, and same is incorporated by reference).
2(c) Certificate of Merger merging The Beard Company into The
New Beard Company as filed with the Secretary of State of
Oklahoma on November 26, 1997. (This Exhibit has been previously
filed as Exhibit 2.1 to Registrant's Form 8-K, filed on December
8, 1997, and same is incorporated by reference).
2(d) Asset Purchase Agreement by and among Airgas Carbonic
Reserves, Inc. ("Airgas"), and Registrant, Carbonic
Reserves ("Carbonics"), and Clifford H. Collen, Jr.
("Collen"). (This Exhibit has been previously filed as
Exhibit A, filed on September 11, 1997 to Registrant's
Proxy Statement dated September 12, 1997, and same is
incorporated by reference).
2(e) Asset Purchase Agreement by and among Registrant, Toby B.
Tindell, Cristie R. Tindell and Interstate Travel
Facilities, Inc. ("ITF"), dated as of February 27, 1998.
(This Exhibit has been previously filed as Exhibit 2 to
Registrant's Form 8-K, filed on March 16, 1998, and same is
incorporated by reference).
3(i) Certificate of Incorporation of The New Beard Company as
filed with the Secretary of State of Oklahoma on September
11, 1997. (This Exhibit has been previously filed as Exhibit C
to Registrant's Proxy Statement filed on September 12, 1997,
and same is incorporated by reference).
3(ii) Registrant's By-Laws as currently in effect. (This Exhibit
has been previously filed as Exhibit 3(ii) to Registrant's
Form 10-K for the period ended December 31, 1997, filed on
March 31, 1998, and same is incorporated herein by reference).
4 Instruments defining the rights of security holders:
4(a) Certificate of Designations, Powers, Preferences and
Relative, Participating, Option and Other Special Rights,
and the Qualifications, Limitations or Restrictions Thereof
of the Series A Convertible Voting Preferred Stock of the
Registrant. (This Exhibit has been previously filed as
Exhibit 3(c) to Amendment No. 2, filed on September 17,
1993 to Registrant's Registration Statement on Form S-4,
File No. 33-66598, and same is incorporated by reference).
4(b) Settlement Agreement, with Certificate of Amendment
attached thereto, by and among Registrant, Beard Oil, New
York Life Insurance Company, New York Life Insurance and
Annuity Company, John Hancock Mutual Life Insurance
Company, Memorial Drive Trust and Sensor, dated as of April
13, 1995. (This Exhibit has been previously filed as
Exhibit 4(g) to Registrant's Form 10-K for the period ended
December 31, 1994 and same is incorporated by reference).
10 Material contracts:
10(a) Amendment No. One to The Beard Company 1993 Stock Option
Plan dated August 27, 1993, as amended June 4, 1998 (The
Amended Plan supersedes the original Plan adopted on August
27, 1993. This Exhibit has previously been filed as
Exhibit A, filed on April 30, 1998 to Registrant's Proxy
Statement dated April 30, 1998, and same is incorporated by
reference).*
10(b) The Beard Company 1994 Phantom Stock Units Plan adopted
November 1, 1994. (This Exhibit has been previously filed
as Exhibit 10(h) to Registrant's Form 10-K for the period ended
December 31, 1994, filed on April 17, 1995, and same is incorporated
by reference).*
10(c) Amendment No. One to The Beard Company Deferred Stock Compensation
Plan dated November 1, 1995, as amended July 21, 1999 (The Amended
Plan supersedes the original Plan adopted on June 3, 1996. This
Exhibit has previously been filed as Exhibit A, filed on May 11, 1999
to Registrant's Proxy Statement dated May 11, 1999, and same is
incorporated by reference).*
10(d) Form of Change in Control Compensation Agreement dated as
of January 24, 1997, by and between Carbonics and three
employees. (This Exhibit has been previously filed as
Exhibit 10(l) to Registrant's Form 10-Q for the period
ended March 31, 1997, filed on May 14, 1997, and same is
incorporated by reference).*
10(e) Letter Agreement dated August 15, 1997 by and among Collen,
Carbonics, Beard Oil and Registrant. (This Exhibit has been
previously filed as Exhibit 10(m) to Registrant's Form 10-Q
for the period ended September 30, 1997, filed on November
13, 1997, and same is incorporated by reference).*
10(f) Letter Agreement dated October 8, 1997 by and among Randy
D. Thacker, Carbonics and Registrant. (This Exhibit has
been previously filed as Exhibit 10(n) to Registrant's Form
10-Q for the period ended September 30, 1997, filed on
November 13, 1997, and same is incorporated by reference).*
10(g) Amended and Restated Nonqualified Stock Option Agreement by
and between Richard D. Neely and ISITOP, Inc. ("ISITOP"),
dated November 12, 1998. . (This Exhibit has been previously
filed as Exhibit 10(g) to Registrant's Form 10-K for the period
ended December 31, 1998, filed on April 15, 1999, and same is
incorporated by reference).*
10(h) Amended and Restated Nonqualified Stock Option Agreement by
and between Jerry S. Neely and ISITOP, dated November 12,
1998. (This Exhibit has been previously filed as Exhibit
10(h) to Registrant's Form 10-K for the period ended
December 31, 1998, filed on April 15, 1999, and same is
incorporated by reference).*
10(i) Nonqualified Stock Option Agreement by and between Robert
A. McDonald and ISITOP, dated November 12, 1998. (This
Exhibit has been previously filed as Exhibit 10(i) to
Registrant's Form 10-K for the period ended December 31,
1998, filed on April 15, 1999, and same is incorporated by
reference).*
10(j) Nonqualified Stock Option Agreement by and between Toby
Tindell and ITF, dated February 27, 1998. (This Exhibit
has been previously filed as Exhibit 10(n) to Registrant's
Form 10-K for the period ended December 31, 1997, filed on
March 31, 1998, and same is incorporated herein by reference).*
10(k) Incentive Stock Option Agreement by and between Philip R.
Jamison and ISITOP, Inc. ("ISITOP"), dated 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 by and among MCNIC, the Six LLC's, BMLLC,
Registrant and BTI, dated March 19, 1999. (This Exhibit has
been previously filed as Exhibit 10(bb) to Registrant's
Form 10-K for the period ended December 31, 1998, filed on
April 15, 1999, and same is incorporated by reference).
10(aa)Letter Agreement by and among Registrant, ITF, Toby B.
Tindell and Cristie R. Tindell, dated April 13, 1999.
(This Exhibit has been previously filed as Exhibit 10(cc)
to Registrant's Form 10-K for the period ended December 31,
1998, filed on April 15, 1999, and same is incorporated by
reference).
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.
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) May 24, 1999 President and
Chief Financial Officer
JACK A. MARTINE
Jack A. Martine
(Date) May 24, 1999 Controller and
Chief Accounting Officer
EXHIBIT INDEX
Exhibit
No. Description Method of filing
- ------- ----------- ----------------
2(a) Agreement and Plan of Reorganization Incorporated herein by reference
by and among Registrant, Beard Oil
Company ("Beard Oil") and New Beard,
Inc., dated as of July 12, 1993
(see Addendum A to Part I)
2(b) Agreement and Plan of Merger by and Incorporated herein by reference
between The Beard Company and The
New Beard Company, dated as of
September 16, 1997
2(c) Certificate of Merger merging The Incorporated herein by reference
Beard Company into The New Beard
Company as filed with the Secretary
of State of Oklahoma on November 26,
1997
2(d) Asset Purchase Agreement by and Incorporated herein by reference
among Airgas Carbonic Reserves,
Inc. ("Airgas"), and Registrant,
Carbonic Reserves ("Carbonics"),
and Clifford H. Collen, Jr.
("Collen")
2(e) Asset Purchase Agreement by and Incorporated herein by reference
among Registrant, Toby B. Tindell,
Cristie R. Tindell and Interstate
Travel Facilities, Inc. ("ITF"),
dated as of February 27, 1998
3(i) Certificate of Incorporation of Incorporated herein by reference
The New Beard Company as filed
with the Secretary of State of
Oklahoma on September 11, 1997
3(ii) Registrant's By-Laws as currently Incorporated herein by reference
in effect
4(a) Certificate of Designations, Incorporated herein by reference
Powers, Preferences and Relative,
Participating, Option and Other
Special Rights, and the Qualifi-
cations, Limitations or Restric-
tions Thereof of the Series A
Convertible Voting Preferred Stock
of the Registrant
4(b) Settlement Agreement, with Incorporated herein by reference
Certificate of Amendment attached
thereto, by and among Registrant,
Beard Oil, New York Life Insurance
Company, New York Life Insurance
and Annuity Company, John Hancock
Mutual Life Insurance Company,
Memorial Drive Trust and Sensor,
dated as of April 13, 1995
10(a) Amendment No. One to The Beard Incorporated herein by reference
Company 1993 Stock Option Plan
dated August 27, 1993, as amended
June 4, 1998
10(b) The Beard Company 1994 Phantom Incorporated herein by reference
Stock Units Plan adopted November
1, 1994
10(c) Amendment No. One to The Beard Incorporated herein by reference
Company Deferred Stock Compensa-
tion Plan dated November 1, 1995,
as amended July 21, 1999
10(d) Form of Change in Control Com- Incorporated herein by reference
pensation Agreement dated as
of January 24, 1997, by and
between Carbonics and three
employees
10(e) Letter Agreement dated August 15, Incorporated herein by reference
1997 by and among Collen,
Carbonics, Beard Oil and
Registrant
10(f) Letter Agreement dated October Incorporated herein by reference
8, 1997 by and among Randy D.
Thacker, Carbonics and
Registrant
10(g) Amended and Restated Nonquali- Incorporated herein by reference
fied Stock Option Agreement by
and between Richard D. Neely
and ISITOP, Inc. ("ISITOP"),
dated November 12, 1998
10(h) Amended and Restated Nonquali- Incorporated herein by reference
fied Stock Option Agreement by
and between Jerry S. Neely and
ISITOP, dated November 12, 1998
10(i) Nonqualified Stock Option Agree- Incorporated herein by reference
ment by and between Robert A.
McDonald and ISITOP, dated
November 12, 1998
10(j) Nonqualified Stock Option Agree- Incorporated herein by reference
ment by and between Toby Tindell
and ITF, dated February 27, 1998
10(k) Incentive Stock Option Agreement Incorporated herein by reference
by and between Philip R. Jamison
and ISITOP, Inc. ("ISITOP"),
dated 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, dated April 13, 1999
27 Financial Data Schedule Filed herewith electronically