1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 1996
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______________________to ______________________
Commission File Number: 0-20100
BELDEN & BLAKE CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 34-1686642
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5200 Stoneham Road
North Canton, Ohio 44720
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(Address of principal executive offices) (Zip Code)
(330) 499-1660
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since
last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[X] Yes [ ] No
Number of common shares of Belden & Blake Corporation
Outstanding as of October 31, 1996 11,169,081
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BELDEN & BLAKE CORPORATION
INDEX
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Page
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PART I Financial Information:
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Item 1. Financial Statements
Consolidated Balance Sheets as of September 30, 1996 and 1
December 31, 1995
Consolidated Statements of Operations for the three and 3
nine months ended September 30, 1996 and 1995
Consolidated Statements of Shareholders' Equity for the 4
nine months ended September 30, 1996 and the years ended
December 31, 1995 and 1994
Consolidated Statements of Cash Flows for the nine 5
months ended September 30, 1996 and 1995
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition 7
and Results of Operations
PART II Other Information
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Item 6. Exhibits and Reports on Form 8-K 15
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BELDEN & BLAKE CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands)
SEPTEMBER 30, DECEMBER 31,
1996 1995
================ ================
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 11,293 $ 12,322
Accounts receivable, net 28,534 28,123
Inventories 9,575 9,253
Deferred income taxes 2,771 2,254
Other current assets 1,170 2,198
---------------- ----------------
Total current assets 53,343 54,150
PROPERTY AND EQUIPMENT
Oil and gas properties (successful efforts method) 255,395 235,344
Gas gathering systems 25,842 25,416
Land, buildings, machinery and equipment 30,529 29,977
---------------- ----------------
311,766 290,737
Less accumulated depreciation, depletion
and amortization 79,526 59,209
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PROPERTY AND EQUIPMENT, NET 232,240 231,528
OTHER ASSETS 10,817 11,620
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$ 296,400 $ 297,298
================ ================
The balance sheet at December 31, 1995 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes generally required by generally accepted accounting principles for
complete financial statements.
See accompanying notes.
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BELDEN & BLAKE CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
SEPTEMBER 30, DECEMBER 31,
1996 1995
================ ================
(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 7,941 $ 11,004
Accrued expenses 20,651 23,811
Current portion of long-term liabilities 4,337 1,976
---------------- ----------------
Total current liabilities 32,929 36,791
LONG-TERM LIABILITIES
Bank and other long-term debt 60,204 67,223
Senior notes 31,111 35,000
Convertible subordinated debentures 6,800 6,800
Other 1,451 1,500
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99,566 110,523
DEFERRED INCOME TAXES 11,042 7,693
SHAREHOLDERS' EQUITY
Common stock without par value; $.10 stated value
per share; authorized 50,000,000 shares; issued
and outstanding 11,169,081 and 11,136,496 shares 1,117 1,114
Preferred stock without par value; $100 stated value
per share; authorized 8,000,000 shares;
issued and outstanding 24,000 shares 2,400 2,400
Paid in capital 126,712 126,063
Retained earnings 22,698 12,820
Unearned portion of restricted stock (64) (106)
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TOTAL SHAREHOLDERS' EQUITY 152,863 142,291
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$ 296,400 $ 297,298
================ ================
The balance sheet at December 31, 1995 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes generally required by generally accepted accounting principles for
complete financial statements.
See accompanying notes.
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BELDEN & BLAKE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
1996 1995 1996 1995
============== ============== ============== ==============
REVENUES
Oil and gas sales $ 19,075 $ 12,949 $ 57,265 $ 31,924
Gas marketing and gathering 9,835 9,212 31,624 26,916
Oilfield sales and service 7,661 6,200 18,583 12,455
Interest and other 813 1,674 2,554 2,088
-------------- -------------- -------------- --------------
37,384 30,035 110,026 73,383
EXPENSES
Production expense 4,712 3,725 13,197 8,263
Production taxes 748 659 2,259 1,432
Cost of gas and gathering expense 8,221 7,507 26,348 22,759
Oilfield sales and service 6,832 5,587 16,984 11,654
Exploration expense 1,548 1,579 4,421 3,392
General and administrative expense 1,193 1,052 3,806 3,066
Interest expense 1,763 1,561 5,587 4,013
Depreciation, depletion and amortization 7,240 5,469 21,941 12,845
-------------- -------------- -------------- --------------
32,257 27,139 94,543 67,424
-------------- -------------- -------------- --------------
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES 5,127 2,896 15,483 5,959
Provision for income taxes 1,502 1,063 5,031 2,195
-------------- -------------- -------------- --------------
INCOME FROM CONTINUING OPERATIONS 3,625 1,833 10,452 3,764
LOSS FROM DISCONTINUED OPERATIONS (439) (678) (439) (954)
-------------- -------------- -------------- --------------
NET INCOME $ 3,186 $ 1,155 $ 10,013 $ 2,810
============== ============== ============== ==============
PER COMMON SHARE:
CONTINUING OPERATIONS $ 0.32 $ 0.18 $ 0.92 $ 0.45
DISCONTINUED OPERATIONS (0.04) (0.07) (0.04) (0.12)
-------------- -------------- -------------- --------------
NET INCOME $ 0.28 $ 0.11 $ 0.88 $ 0.33
============== ============== ============== ==============
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 11,171 9,741 11,168 7,993
============== ============== ============== ==============
See accompanying notes.
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BELDEN & BLAKE CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands)
UNEARNED
COMMON COMMON PREFERRED PAID IN RETAINED RESTRICTED
SHARES STOCK STOCK CAPITAL EARNINGS STOCK TOTAL
======== =========== =========== ============ ========== =========== =============
JANUARY 1, 1994 7,053 $ 706 $ 2,400 $ 69,865 $ 4,216 $ (330) $ 76,857
Stock issued 32 3 385 388
Net income 3,843 3,843
Preferred stock dividend (180) (180)
Restricted stock 129 105 234
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DECEMBER 31, 1994 7,085 709 2,400 70,379 7,879 (225) 81,142
Stock issued 4,028 403 55,264 55,667
Net income 5,121 5,121
Preferred stock dividend (180) (180)
Stock options exercised 2 -- 25 25
Employee stock bonus 22 2 251 253
Restricted stock 144 119 263
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DECEMBER 31, 1995 11,137 1,114 2,400 126,063 12,820 (106) 142,291
Net income 10,013 10,013
Preferred stock dividend (135) (135)
Stock options exercised 2 -- 31 31
Employee stock bonus 26 2 419 421
Restricted stock 4 1 195 42 238
Other 4 4
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(UNAUDITED)
SEPTEMBER 30, 1996 11,169 $ 1,117 $ 2,400 $ 126,712 $ 22,698 $ (64) $ 152,863
====================================================================================================================
See accompanying notes.
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BELDEN & BLAKE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)
NINE MONTHS ENDED SEPTEMBER 30
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1996 1995
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 10,013 $ 2,810
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, depletion and amortization 21,941 13,261
Loss on disposal of property and equipment 393 183
Deferred income taxes 2,832 1,140
Deferred compensation and stock grants 840 790
Change in operating assets and liabilities, net of
effects of purchases of businesses:
Accounts receivable and other operating assets 791 (11,237)
Inventories (322) 943
Accounts payable and accrued expenses (1,449) 7,009
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NET CASH PROVIDED BY OPERATING ACTIVITIES 35,039 14,899
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of businesses, net of cash acquired (4,490) (90,098)
Proceeds from property and equipment disposals 2,128 183
Additions to property and equipment (24,269) (14,042)
Increase in other assets (500) (1,076)
---------------- -----------------
NET CASH USED IN INVESTING ACTIVITIES (27,131) (105,033)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving line of credit and long-term debt 12,105 66,000
Repayment of long-term debt and other obligations (20,907) (17,268)
Proceeds from sale of common stock -- 59,438
Common stock placement cost -- (3,579)
Preferred stock dividends (135) (135)
---------------- -----------------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (8,937) 104,456
---------------- -----------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (1,029) 14,322
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD 12,322 3,649
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CASH AND CASH EQUIVALENTS AT END OF THE PERIOD $ 11,293 $ 17,971
================ =================
CASH PAID DURING THE PERIOD FOR:
INTEREST $ 6,472 $ 3,936
INCOME TAXES 1,069 599
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Acquisition of assets in exchange for long-term obligations -- 15,394
See accompanying notes.
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BELDEN & BLAKE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(UNAUDITED)
SEPTEMBER 30, 1996
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(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Belden
& Blake Corporation (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three and nine month periods ended September 30, 1996
are not necessarily indicative of the results that may be expected for the year
ended December 31, 1996. For further information, refer to the consolidated
financial statements and footnotes included in the Company's annual report on
Form 10-K for the year ended December 31, 1995.
(2) ACQUISITIONS
In July 1996, the Company acquired working interests averaging 40% in
17 producing wells, four proved undeveloped locations and 7,000 undeveloped
leasehold acres in Ohio from North American Gas Investment Trust for $1.2
million. The Company operates the wells and owns the remaining working
interests. The interests acquired had estimated proved developed reserves of 0.6
Bcf (billion cubic feet) of natural gas and 53,000 Bbls (barrels) of oil at
January 1, 1996.
In August 1996, the Company acquired working interests in 209 wells in
Ohio from various NYLife Energy Investors partnerships for $2.5 million. The
Company has operated the wells on behalf of the NYLife partnerships since 1990.
The interests acquired had estimated proved developed reserves of 3.5 Bcf of
natural gas and 152,000 Bbls of oil at July 1, 1996.
In September 1996, the Company acquired a 100% working interest in 97
natural gas wells and a 23 mile, ten inch pipeline in the Shrewsbury Field
located in northwestern Kentucky for $560,000. The wells had estimated proved
developed gas reserves at July 1, 1996, of 1.9 Bcf.
(3) CHANGE IN ACCOUNTING PRINCIPLE
In March 1995, the Financial Accounting Standards Board issued SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of," which requires impairment losses to be recorded on
long-lived assets used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those assets are
less than the assets' carrying amount. Statement 121 also addresses the
accounting for long-lived assets that are expected to be disposed of. The
Company adopted Statement 121 in the first quarter of 1996. The Company's
estimate of undiscounted cash flows indicated that such carrying amounts of
assets are expected to be recovered. However, it is possible that the estimates
may change in the future resulting in the write-down of assets to fair value.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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(4) SALE OF TAX CREDIT PROPERTIES
In February and March 1996, the Company sold certain interests that
qualify for the nonconventional fuel source tax credit. The interests were sold
in two separate transactions for approximately $750,000 and $100,000,
respectively, in cash and a volumetric production payment under which 100% of
the cash flow from the properties will go to the Company until approximately
11.7 Bcf and 3.4 Bcf, respectively, of gas has been produced and sold. In
addition to receiving 100% of the cash flow from the properties, the Company
will receive quarterly incentive payments based on production from the
interests. The Company has the option to repurchase the interests at a future
date.
(5) HEDGING ACTIVITIES
As a result of certain 1995 acquisitions, the Company has several
contracts to sell gas at indexed prices. The Company may, from time to time,
partially hedge these contract prices by selling futures contracts on the NYMEX.
The Company began partially hedging its gas price exposure in January 1996. For
the first half of 1996, the Company incurred a $258,000 pretax loss on its
hedging activities due to rapidly rising gas prices during the period. At
September 30, 1996, the Company did not have any open futures contracts.
(6) DISCONTINUED OPERATIONS
The Company made the decision to sell Engine Power Systems, Inc. (EPS),
a wholly-owned subsidiary, in September 1995. To date, the Company has been
unsuccessful finding a buyer for EPS despite an active marketing effort. In
September 1996, the Company revised its estimate of the loss on discontinuance
of EPS and recognized an additional charge of $675,000 ($439,000 net of tax
benefit) to write-down various assets and inventories to estimated realizable
value and to establish a provision for estimated costs of asset disposals and
future losses related to EPS.
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------
RESULTS OF OPERATIONS - THIRD QUARTERS OF 1996 AND 1995 COMPARED
OIL AND GAS SALES. Oil and gas sales increased $6.1 million (47%) in
the third quarter of 1996 compared to the same period of 1995 due to an increase
in oil and gas volumes sold and a higher average price paid for the Company's
oil and gas.
Oil volumes increased 16,000 Bbls (10%) from 165,000 Bbls in the third
quarter of 1995 to 181,000 Bbls in the third quarter of 1996 resulting in an
increase in oil sales of approximately $265,000. Gas volumes increased 1.4 Bcf
(29%) from 4.9 Bcf in the third quarter of 1995 to 6.3 Bcf in the third quarter
of 1996 resulting in an increase in gas sales of approximately $3.0 million.
These volume increases were primarily due to production from properties acquired
and wells drilled in 1995 and 1996.
The average price paid for the Company's oil increased from $16.27 per
barrel in the third quarter of 1995 to $20.14 per barrel in the third quarter of
1996 which increased oil sales by approximately $700,000. The average price paid
for the Company's natural gas increased $.35 per Mcf
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS (CONTINUED)
---------------------------------
(thousand cubic feet) to $2.46 per Mcf in the third quarter of 1996 compared to
the third quarter of 1995 which increased gas sales in the third quarter of 1996
by approximately $2.2 million.
GAS MARKETING AND GATHERING REVENUE. Gas marketing and gathering
revenue increased $623,000 (7%) from $9.2 million in the third quarter of 1995
to $9.8 million in the third quarter of 1996 due to an increase in the volume of
gas purchased from third parties and resold, an increase in the average selling
price of gas and an increase in gas gathering revenues.
OILFIELD SALES AND SERVICE REVENUE. Oilfield sales and service revenue
increased $1.5 million (24%) from $6.2 million in the third quarter of 1995 to
$7.7 million in the third quarter of 1996. This increase was primarily due to
increased third party oilfield service revenue.
INTEREST AND OTHER REVENUE. Interest and other revenue decreased
$861,000 (51%) from $1.7 million in the third quarter of 1995 to $813,000 in the
third quarter of 1996 due to the recognition in the third quarter of 1995 of
anticipated proceeds from contract rejection claims that were filed in the
bankruptcy proceedings of Columbia Gas Transmission Corporation partially offset
by income in 1996 from incentive production payments associated with certain
properties operated by Ward Lake.
PRODUCTION EXPENSE. Production expense increased $1.0 million (26%)
from $3.7 million in the third quarter of 1995 to $4.7 million in the third
quarter of 1996. This increase was largely due to the increased production
discussed above. The average production cost in the third quarter of 1995 and
1996 remained consistent at $.64 per Mcfe (equivalent Mcf of natural gas).
PRODUCTION TAXES. Production taxes increased $89,000 (14%) from
$659,000 in the third quarter of 1995 to $748,000 in the third quarter of 1996.
This increase was primarily due to the increased production volumes discussed
above.
COST OF GAS AND GATHERING EXPENSE. Cost of gas and gathering expense
increased $714,000 (10%) from $7.5 million in the third quarter of 1995 to $8.2
million in the third quarter of 1996 due to an increase in volumes of gas
purchased from third parties and an increase in the cost of gas.
OILFIELD SALES AND SERVICE EXPENSE. Oilfield sales and service expense
increased $1.2 million (22%) from $5.6 million in the third quarter of 1995 to
$6.8 million in the third quarter of 1996 primarily as a result of the increased
cost of goods sold associated with the increased sales described above.
EXPLORATION EXPENSE. Exploration expense in the third quarter of
1996 was consistent with the third quarter of 1995.
GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense
increased $141,000 (13%) from $1.1 million in the third quarter of 1995 to $1.2
million in the third quarter of 1996 primarily due to an increase in franchise
taxes and an increase in estimated profit sharing and bonuses for 1996.
INTEREST EXPENSE. Interest expense increased $202,000 (13%) from $1.6
million in the third quarter of 1995 to $1.8 million in the third quarter of
1996. This increase was primarily due to higher average debt balances incurred
to finance the 1995 acquisitions.
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (CONTINUED)
------------------------------------
DEPRECIATION, DEPLETION AND AMORTIZATION. Depreciation, depletion and
amortization increased by $1.7 million (32%) from $5.5 million in the third
quarter of 1995 to $7.2 million in the third quarter of 1996. Depletion expense
increased $1.3 million (31%) from $4.2 million in the third quarter of 1995 to
$5.5 million in the third quarter of 1996. This increase was primarily due to
the increased production volumes described above. Depletion per Mcfe increased
from $.72 per Mcfe in the third quarter of 1995 to $.75 per Mcfe in the third
quarter of 1996. This increase was primarily the result of proved reserves added
through acquisitions and drilling at a higher cost per Mcfe.
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES. Income from
continuing operations before income taxes increased $2.2 million (77%) from $2.9
million in the third quarter of 1995 to $5.1 million in the third quarter of
1996. The operating income from the oil and gas operations segment increased
$1.7 million (47%) from $3.8 million in the third quarter of 1995 to $5.5
million in the third quarter of 1996. The increase was attributable to the items
discussed above. The operating income from the oilfield sales and service
segment increased $190,000 (55%) from $348,000 in the third quarter of 1995 to
$538,000 in the third quarter of 1996.
INCOME FROM CONTINUING OPERATIONS. Income from continuing operations
increased $1.8 million (98%) from $1.8 million in the third quarter of 1995 to
$3.6 million in the third quarter of 1996. This increase in income from
continuing operations was primarily the result of the items discussed above.
Provision for income taxes from continuing operations increased $439,000 (41%)
from $1.1 million in the third quarter of 1995 to $1.5 million in the third
quarter of 1996. This increase was attributable to an increase in income from
continuing operations before income taxes partially offset by a decrease in the
effective tax rate. Income from continuing operations on a per share basis
increased from $.18 per share in the third quarter of 1995 to $.32 per share in
the third quarter of 1996. This increase was primarily the result of the factors
discussed above.
LOSS FROM DISCONTINUED OPERATIONS. Loss from discontinued operations
was $1.1 million ($678,000 net of tax benefit or $.07 per share) in the third
quarter of 1995 compared to $675,000 ($439,000 net of tax benefit or $.04 per
share) in the third quarter of 1996. In September 1996, the Company revised its
estimate of the loss on discontinuance of EPS and recognized an additional
charge to write-down various assets and inventories to estimated realizable
value and to establish a provision for estimated costs of asset disposals and
future losses related to EPS.
RESULTS OF OPERATIONS - NINE MONTHS OF 1996 AND 1995 COMPARED
OIL AND GAS SALES. Oil and gas sales increased $25.3 million (79%) in
the first nine months of 1996 compared to the same period of 1995 due to an
increase in oil and gas volumes sold and a higher average price paid for the
Company's oil and gas.
Oil volumes increased 132,000 Bbls (32%) from 407,000 Bbls in the first
nine months of 1995 to 539,000 Bbls in the first nine months of 1996 resulting
in an increase in oil sales of approximately $2.2 million. Gas volumes increased
7.5 Bcf (68%) from 11.1 Bcf in the first nine months of 1995 to 18.6 Bcf in the
first nine months of 1996 resulting in an increase in gas sales of approximately
$17.0 million. These volume increases were primarily due to production from
properties acquired and wells drilled in 1995 and 1996.
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (CONTINUED)
-------------------------------------
The average price paid for the Company's oil increased from $16.83 per
barrel in the first nine months of 1995 to $19.44 per barrel in the first nine
months of 1996 which increased oil sales by approximately $1.4 million. The
average price paid for the Company's natural gas increased $.25 per Mcf to $2.51
per Mcf in the first nine months of 1996 compared to the first nine months of
1995 which increased gas sales in the first nine months of 1996 by approximately
$4.7 million.
GAS MARKETING AND GATHERING REVENUE. Gas marketing and gathering
revenue increased $4.7 million (17%) from $26.9 million in the first nine months
of 1995 to $31.6 million in the first nine months of 1996 due to an increase in
the volume of gas marketed, an increase in the average selling price of gas and
an increase in gas gathering revenues.
OILFIELD SALES AND SERVICE REVENUE. Oilfield sales and service revenue
increased $6.1 million (49%) from $12.5 million in the first nine months of 1995
to $18.6 million in the first nine months of 1996. This increase was primarily
due to the sales generated by the three oilfield sales and service companies
acquired by the Company in 1995 and increased third party oilfield service
revenue.
INTEREST AND OTHER REVENUE. Interest and other revenue increased
$466,000 (22%) from $2.1 million in the first nine months of 1995 to $2.6
million in the first nine months of 1996 primarily due to the recognition of
income in 1996 from incentive production payments associated with certain
properties operated by Ward Lake partially offset by the recognition in the
third quarter of 1995 of anticipated proceeds from contract rejection claims
that were filed in the bankruptcy proceedings of Columbia Gas Transmission
Corporation.
PRODUCTION EXPENSE. Production expense increased $4.9 million (60%)
from $8.3 million in the first nine months of 1995 to $13.2 million in the first
nine months of 1996. This increase was largely due to the increased production
discussed above. The average production cost in the first nine months of 1996
was $.60 per Mcfe compared to $.61 per Mcfe in the first nine months of 1995.
PRODUCTION TAXES. Production taxes increased $827,000 (58%) from $1.4
million in the first nine months of 1995 to $2.3 million in the first nine
months of 1996. This increase was primarily due to the increased production
volumes discussed above.
COST OF GAS AND GATHERING EXPENSE. Cost of gas and gathering expense
increased $3.5 million (16%) from $22.8 million in the first nine months of 1995
to $26.3 million the first nine months of 1996 due to an increase in volumes of
gas purchased and an increase in the cost of gas.
OILFIELD SALES AND SERVICE EXPENSE. Oilfield sales and service expense
increased $5.3 million (46%) from $11.7 million in the first nine months of 1995
to $17.0 million in the first nine months of 1996 primarily as a result of the
increased cost of goods sold associated with increased sales resulting from the
acquisitions described above.
EXPLORATION EXPENSE. Exploration expense increased $1.0 million (30%)
from $3.4 million in the first nine months of 1995 to $4.4 million in the first
nine months of 1996 primarily due to higher levels of geological, geophysical
and leasing activity and increases in the size of the technical staff in
conjunction with increased drilling activity.
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
------------------------------------------------------------
AND RESULTS OF OPERATIONS (CONTINUED)
-------------------------------------
GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense
increased $740,000 (24%) from $3.1 million in the first nine months of 1995 to
$3.8 million in the first nine months of 1996 primarily due to an increase in
franchise taxes and an increase in estimated profit sharing and bonuses for
1996.
INTEREST EXPENSE. Interest expense increased $1.6 million (39%) from
$4.0 million in the first nine months of 1995 to $5.6 million in the first nine
months of 1996. This increase was primarily due to higher average debt balances
incurred to finance the 1995 acquisitions.
DEPRECIATION, DEPLETION AND AMORTIZATION. Depreciation, depletion and
amortization increased by $9.1 million (71%) from $12.8 million in the first
nine months of 1995 to $21.9 million in the first nine months of 1996. Depletion
expense increased $7.3 million (75%) from $9.6 million in the first nine months
of 1995 to $16.9 million in the first nine months of 1996. This increase was
primarily due to the increased production volumes described above. Depletion per
Mcfe increased from $.71 per Mcfe in the first nine months of 1995 to $.77 per
Mcfe in the first nine months of 1996. This increase was primarily the result of
proved reserves added through acquisitions and drilling at a higher cost per
Mcfe.
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES. Income from
continuing operations before income taxes increased $9.5 million (160%) from
$6.0 million in the first nine months of 1995 to $15.5 million in the first nine
months of 1996. The operating income from the oil and gas operations segment
increased $8.7 million (95%) from $9.1 million in the first nine months of 1995
to $17.8 million in the first nine months of 1996. The increase was attributable
to the items discussed above. The operating income from the oilfield sales and
service segment increased $613,000 (515%) from $119,000 in the first nine months
of 1995 to $732,000 in the first nine months of 1996.
INCOME FROM CONTINUING OPERATIONS. Income from continuing operations
increased $6.7 million (178%) from $3.8 million in the first nine months of 1995
to $10.5 million in the first nine months of 1996. This increase in income from
continuing operations was primarily the result of the items discussed above.
Provision for income taxes from continuing operations increased $2.8 million
(129%) from $2.2 million in the first nine months of 1995 to $5.0 million in the
first nine months of 1996. This increase was attributable to an increase in
income from continuing operations before income taxes partially offset by a
decrease in the effective tax rate. Income from continuing operations on a per
share basis increased from $.45 per share in the first nine months of 1995 to
$.92 per share in the first nine months of 1996. This increase was primarily the
result of the factors discussed above.
LOSS FROM DISCONTINUED OPERATIONS. Loss from discontinued operations
was $1.5 million ($954,000 net of tax benefit or $.12 per share) in the first
nine months of 1995 compared to $675,000 ($439,000 net of tax benefit or $.04
per share) in the first nine months of 1996. In September 1996, the Company
revised its estimate of the loss on discontinuance of EPS and recognized an
additional charge to write-down various assets and inventories to estimated
realizable value and to establish a provision for estimated costs of asset
disposals and future losses related to EPS.
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
----------------------------------------------------------------
AND RESULTS OF OPERATIONS (CONTINUED)
-----------------------------------------
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital is closely related to and dependent on
the current prices paid for its oil and gas.
The Company's current ratio at September 30, 1996 was 1.62 to 1.00.
During the first nine months of 1996, working capital increased $3.0 million
from $17.4 million to $20.4 million. The increase was primarily due to a
reduction in accounts payable and accrued expenses ($6.2 million) partially
offset by an increase in the current portion of long-term liabilities ($2.4
million) attributable to the first principal payment on the senior notes due on
September 30, 1997. The Company's operating activities provided cash flow of
$35.0 million during the first nine months of 1996.
On May 25, 1995, the Company's revolving bank facility was amended. The
facility was increased to $200 million, the maturity date was extended to March
31, 1999, and the borrowing base was increased to $81 million. The borrowing
base is calculated by the bank group and is based on the cash flows generated by
the Company's proved developed reserves, gas gathering systems and other
corporate assets. Generally, the Company can expect to have the borrowing base
increased by at least 50% of the present value before income taxes (discounted
at 10% per annum) of any proved developed reserves added through acquisition or
drilling.
On February 16, 1996, the Company's revolving bank facility was further
amended. The maturity date was extended to March 31, 2001 and the LIBOR interest
rate option was modified to decrease from LIBOR + 2% to a range of LIBOR +
1-1/4% to LIBOR + 3/4% as outstanding balances decrease in relation to the
borrowing base.
Outstanding balances under the facility incur interest at the Company's
choice of either: (1) the one, two or three-month LIBOR + 1.25% (6.91% for the
three-month LIBOR interest rate option at September 30, 1996) or (2) the bank's
prime rate (8.25% at September 30, 1996). At September 30, 1996, the Company had
$60 million outstanding under this facility.
The amended facility will continue to restrict the sale of assets to no
more than 15% of shareholders' equity in any one year and will require the
Company to maintain certain levels of net worth, working capital and debt
service coverage.
When market conditions are favorable, the Company may enter into
interest rate swap arrangements, whereby a portion of the Company's floating
rate exposure is exchanged for a fixed interest rate. The Company had no such
derivative financial instruments at September 30, 1996.
During 1993, the Company placed $35 million of 7% fixed-rate senior
notes with five insurance companies in a private placement. These notes, which
are interest-only for four years, mature on September 30, 2005. Equal annual
principal payments of $3,888,888 will be required on each September 30
commencing in 1997.
The senior note agreement limits the Company's senior debt to 50% of
the Company's discounted present value (at 10%) of its oil and gas reserves plus
the net book value of its gas gathering systems.
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
----------------------------------------------------------------
RESULTS OF OPERATIONS (CONTINUED)
---------------------------------
Other terms and covenants are substantially the same as those contained in the
$200 million revolving credit facility.
The Company seeks to replace its production and expand its reserve base
through the acquisition of producing oil and gas properties, development
drilling in the shallow blanket formations and exploratory and development
drilling in the less developed and deeper formations in the Appalachian,
Michigan and Illinois Basins. The Company's acquisition activities in 1996 are
discussed in Note (2) to the Consolidated Financial Statements. The Company
plans to drill approximately 200 gross wells in 1996. The following table
summarizes the Company's drilling activities for the nine months ended September
30, 1996.
1996 DRILLING RESULTS
NINE MONTHS ENDED
SEPTEMBER 30, 1996
-------------------------------------------
GROSS NET
------------------- -------------------
Development wells
Shallow blanket formations
Productive 79 64.5
Dry -- --
Less developed and deeper formations
Productive 26 18.5
Dry 12 7.1
Exploratory wells
Productive -- --
Dry 3 1.4
The shallow blanket formation wells were drilled in Michigan to the
Antrim Shale formation; in New York and Pennsylvania to the Medina Sandstone
formation; in New York to the Bass Island Sandstone formation; and in West
Virginia to the Devonian Shale formation. The wells drilled to the less
developed and deeper formations were drilled to the Dundee Carbonate and
Niagaran Carbonate formations in Michigan; to the Beekmantown Dolomite, Rose Run
Sandstone and Trempealeau Sandstone formations in Ohio; and to the Onondaga
Limestone and Oriskany Sandstone formations in Pennsylvania.
The Company currently expects to spend approximately $28 million during
1996 on its direct drilling activities and approximately $9 million for other
capital expenditures. Through September 30, 1996, the Company had expended
approximately $18.0 million on its direct drilling activities to drill 120 gross
(91.5 net) wells. Reserves discovered totaled an estimated 21.4 Bcf equivalent.
The Company's acquisition program is expected to be financed with any
available cash flow over $37 million and with its available bank credit line.
The Company believes that its existing sources of working capital are sufficient
to satisfy all currently anticipated working capital requirements.
13
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
----------------------------------------------------------------
AND RESULTS OF OPERATIONS (CONTINUED)
-----------------------------------------
The level of the Company's cash flow in the future will depend on a
number of factors including the demand and price levels for oil and gas, its
ability to acquire additional producing properties and the scope and success of
its drilling activities. The Company intends to finance such activities
principally through its available cash flow, through additional borrowings and,
to the extent necessary, the issuance of additional common or preferred stock.
FORWARD-LOOKING INFORMATION
The forward-looking statements regarding future operating and financial
performance contained in this report involve risks and uncertainties that
include, but are not limited to, the Company's future production and costs of
operation, the market demand for, and prices of, oil and natural gas, results of
the Company's future drilling and gas marketing activity, the uncertainties of
reserve estimates, environmental risks, and other factors detailed in the
Company's filings with the Securities and Exchange Commission. Actual results
may differ materially from forward-looking statements made in this report.
14
17
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PART II Other information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
See Exhibit Index
(b) Reports on Form 8-K
None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
BELDEN & BLAKE CORPORATION
Date: November 5, 1996 By: /S/ Max L. Mardick
-------------------------- ----------------------------------
Max L. Mardick,
Director, President, and
Chief Operating Officer
Date: November 5, 1996 By: /S/ Ronald E. Huff
--------------------------- ---------------------------------
Ronald E. Huff,
Director, Senior Vice President and
Chief Financial Officer
16
19
EXHIBIT INDEX
NO. DESCRIPTION
- --- -----------
10.1 Amended and Restated Employment Agreement between the
Company and Henry S. Belden IV
10.2 Severance Agreement between the Company and Max L.
Mardick
10.3 Form of Severance Agreement between the Company and
the following officers: Ronald E. Huff, Ronald L.
Clements and Joseph M. Vitale
10.4 Form of Severance Agreement between the Company and
the following officers and managerial personnel:
Dennis D. Belden, James C. Ewing, Charles P. Faber,
Tommy L. Knowles, Donald A. Rutishauser,
L. H. Sawatsky, Leo A. Schrider and Dean A. Swift
10.5 Severance Pay Plan for Key Employees of Belden &
Blake Corporation
11. Computation of Earnings Per Common and Common
Equivalent Shares
27. Financial Data Schedule