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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 March 31, 1997
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 April 25, 1997 11,268,879
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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 March 31, 1997 and 1
December 31, 1996
Consolidated Statements of Operations for the three 3
months ended March 31, 1997 and 1996
Consolidated Statements of Shareholders' Equity for the 4
three months ended March 31, 1997 and the years ended
December 31, 1996 and 1995
Consolidated Statements of Cash Flows for the three 5
months ended March 31, 1997 and 1996
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 11
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BELDEN & BLAKE CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
MARCH 31, DECEMBER 31,
1997 1996
================ ================
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 5,714 $ 8,606
Accounts receivable, net 30,726 33,523
Inventories 9,500 9,397
Deferred income taxes 3,147 2,918
Other current assets 3,113 2,280
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TOTAL CURRENT ASSETS 52,200 56,724
PROPERTY AND EQUIPMENT, AT COST
Oil and gas properties (successful efforts method) 274,524 266,521
Gas gathering systems 26,048 26,045
Land, buildings, machinery and equipment 31,860 31,578
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332,432 324,144
Less accumulated depreciation, depletion
and amortization 93,827 86,808
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PROPERTY AND EQUIPMENT, NET 238,605 237,336
OTHER ASSETS 10,115 9,703
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$ 300,920 $ 303,763
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The balance sheet at December 31, 1996 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)
MARCH 31, DECEMBER 31,
1997 1996
================ ================
(UNAUDITED)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 8,691 $ 9,421
Accrued expenses 21,759 20,990
Current portion of long-term liabilities 4,147 4,203
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TOTAL CURRENT LIABILITIES 34,597 34,614
LONG-TERM LIABILITIES
Bank and other long-term debt 51,203 59,216
Senior notes 31,111 31,111
Convertible subordinated debentures 5,550 5,550
Other 1,714 1,765
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89,578 97,642
DEFERRED INCOME TAXES 14,458 12,589
SHAREHOLDERS' EQUITY
Common stock without par value; $.10 stated value
per share; authorized 50,000,000 shares; issued
and outstanding 11,268,879 and 11,231,865 shares 1,127 1,123
Preferred stock without par value; $100 stated value
per share; authorized 8,000,000 shares;
issued and outstanding -0- and 24,000 shares -- 2,400
Paid in capital 128,981 128,035
Retained earnings 32,197 27,395
Unearned portion of restricted stock (18) (35)
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TOTAL SHAREHOLDERS' EQUITY 162,287 158,918
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$ 300,920 $ 303,763
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The balance sheet at December 31, 1996 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 ENDED MARCH 31
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1997 1996
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REVENUES
Oil and gas sales $ 22,863 $ 19,678
Gas marketing and gathering 12,304 13,201
Oilfield sales and service 6,379 5,480
Interest and other 768 634
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42,314 38,993
EXPENSES
Production expense 4,760 4,081
Production taxes 878 794
Cost of gas and gathering expense 10,836 11,186
Oilfield sales and service 5,964 5,040
Exploration expense 1,879 1,525
General and administrative expense 1,056 969
Interest expense 1,702 2,011
Depreciation, depletion and amortization 7,505 7,568
Franchise, property and other taxes 445 450
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35,025 33,624
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INCOME BEFORE INCOME TAXES 7,289 5,369
Provision for income taxes 2,442 1,944
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NET INCOME $ 4,847 $ 3,425
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NET INCOME PER COMMON SHARE $ 0.43 $ 0.30
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WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 11,264 11,161
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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, 1995 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 14,755 14,755
Preferred stock dividend (180) (180)
Stock options exercised and
related tax benefit 3 -- 47 47
Employee stock bonus 26 3 418 421
Restricted stock activity 4 -- 263 71 334
Conversion of debentures 62 6 1,244 1,250
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DECEMBER 31, 1996 11,232 1,123 2,400 128,035 27,395 (35) 158,918
Net income 4,847 4,847
Preferred stock redeemed (2,400) (2,400)
Preferred stock dividend (45) (45)
Stock options exercised and
related tax benefit 1 -- 19 19
Employee stock bonus 36 4 926 930
Restricted stock activity 1 17 18
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MARCH 31, 1997 (UNAUDITED) 11,269 $ 1,127 $ -- $ 128,981 $ 32,197 $ (18) $ 162,287
==================================================================================================================
See accompanying notes.
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BELDEN & BLAKE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
THREE MONTHS ENDED MARCH 31
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1997 1996
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 4,847 $ 3,425
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, depletion and amortization 7,505 7,568
Loss (gain) on disposal of property and equipment 294 (63)
Deferred income taxes 1,640 1,232
Deferred compensation and stock grants 962 471
Change in operating assets and liabilities:
Accounts receivable and other operating assets 1,464 (6,117)
Inventories (103) (553)
Accounts payable and accrued expenses 39 (510)
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NET CASH PROVIDED BY OPERATING ACTIVITIES 16,648 5,453
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from property and equipment disposals 51 1,080
Additions to property and equipment (8,715) (3,931)
Increase in other assets (315) (452)
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NET CASH USED IN INVESTING ACTIVITIES (8,979) (3,303)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving line of credit and long-term debt 3,000 3,105
Repayment of long-term debt and other obligations (11,131) (7,123)
Preferred stock redeemed (2,400) --
Preferred stock dividends (45) (45)
Proceeds from sale of common stock and stock options 15 --
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NET CASH USED IN FINANCING ACTIVITIES (10,561) (4,063)
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NET DECREASE IN CASH AND CASH EQUIVALENTS (2,892) (1,913)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 8,606 12,322
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,714 $ 10,409
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CASH PAID DURING THE PERIOD FOR:
Interest $ 2,244 $ 1,989
Income taxes 271 193
See accompanying notes.
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BELDEN & BLAKE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(UNAUDITED)
MARCH 31, 1997
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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-month period ended March 31, 1997 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1997. 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, 1996.
(2) MERGER
On March 27, 1997, the Company signed a definitive merger agreement
with TPG Partners II, L.P. ("TPG"), an affiliate of Texas Pacific Group, a
private investment partnership, in which TPG will acquire the Company in an
all-cash transaction.
Under the terms of the agreement, the Company will become a subsidiary
of TPG which will pay $27 a share for all common shares outstanding plus an
additional amount to redeem certain options held by directors and employees.
The Board of Directors of Belden & Blake Corporation unanimously
approved the merger agreement following approval of the transaction's terms by a
special committee of outside directors. The transaction requires shareholder and
regulatory approval.
(3) SHAREHOLDERS' EQUITY
On December 31, 1992, the Company issued 24,000 shares of Class II
Serial Preferred Stock with a stated value of $100 per share. In preference to
shares of common stock, each share was entitled to cumulative cash dividends of
$7.50 per year, payable quarterly. The Preferred Stock was subject to redemption
at $100 per share at any time by the Company and was convertible into common
stock, at the holder's election, at any time after five years from the date of
issuance at a conversion price of $15.00 per common share. Holders of the
Preferred Stock were entitled to one vote per preferred share. On March 31,
1997, the Company redeemed all of the outstanding preferred stock for aggregate
consideration of $2.4 million.
(4) EARNINGS PER SHARE
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, "Earnings Per Share," which is required to be adopted on
December 31, 1997. At that time, the Company will be required to change the
method currently used to compute earnings per share and to restate all prior
periods. Under the new requirements for calculating primary earnings per share,
the dilutive effect of stock options will be excluded. This Statement will not
materially change earnings per share as reported for the quarter ended March
31, 1997.
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS
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RESULTS OF OPERATIONS
OIL AND GAS SALES. Oil and gas sales increased $3.2 million (16%) in
the first quarter of 1997 compared to the same period of 1996 due to a higher
average price paid for the Company's oil and gas and an increase in oil volume
sold.
Oil volumes increased 16,000 Bbls (barrels) (9%) from 171,000 Bbls in
the first quarter of 1996 to 187,000 Bbls in the first quarter of 1997 resulting
in an increase in oil sales of approximately $280,000. Natural gas volumes in
the first quarter of 1997 were consistent with the first quarter of 1996. The
oil volume increase was primarily due to production from wells drilled in 1996
and production from properties acquired in 1996.
The average price paid for the Company's oil increased from $17.74 per
barrel in the first quarter of 1996 to $20.54 per barrel in the first quarter of
1997 which increased oil sales by approximately $520,000. The average price paid
for the Company's natural gas increased $.37 per Mcf (thousand cubic feet) to
$2.96 per Mcf in the first quarter of 1997 compared to the first quarter of 1996
which increased gas sales in the first quarter of 1997 by approximately $2.4
million.
GAS MARKETING AND GATHERING REVENUE. Gas marketing and gathering
revenue decreased $897,000 (7%) from $13.2 million in the first quarter of 1996
to $12.3 million in the first quarter of 1997 due to a decrease in the volume of
natural gas purchased from third parties and resold partially offset by an
increase in the average selling price of natural gas.
OILFIELD SALES AND SERVICE REVENUE. Oilfield sales and service revenue
increased $899,000 (16%) from $5.5 million in the first quarter of 1996 to $6.4
million in the first quarter of 1997. This increase was primarily due to
increased third party oilfield sales revenue.
INTEREST AND OTHER REVENUE. Interest and other revenue increased
$134,000 (21%) from $634,000 in the first quarter of 1996 to $768,000 in the
first quarter of 1997 primarily due to income from incentive production payments
associated with certain properties operated by Ward Lake received for the full
period in 1997.
PRODUCTION EXPENSE. Production expense increased $679,000 (17%) from
$4.1 million in the first quarter of 1996 to $4.8 million in the first quarter
of 1997. The average production cost increased from $.55 per Mcfe (equivalent
Mcf of natural gas) in the first quarter of 1996 to $.63 per Mcfe in the first
quarter of 1997. These increases were primarily due to lower expenses in the
first quarter of 1996 due to severe weather in Michigan and a reduction in
operating fees received from third parties primarily due to the purchase of
certain third party working interests by the Company. Such fees are recorded as
a reduction of production expense.
PRODUCTION TAXES. Production taxes increased $84,000 (11%) from
$794,000 in the first quarter of 1996 to $878,000 in the first quarter of 1997.
COST OF GAS AND GATHERING EXPENSE. Cost of gas and gathering expense
decreased $350,000 (3%) from $11.2 million in the first quarter of 1996 to $10.8
million the first quarter of 1997 due to a decrease in the volume of gas
purchased partially offset by an increase in the cost of gas.
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS (CONTINUED)
---------------------------------
OILFIELD SALES AND SERVICE EXPENSE. Oilfield sales and service expense
increased $924,000 (18%) from $5.0 million in the first quarter of 1996 to $6.0
million in the first quarter of 1997 primarily as a result of the increased cost
of goods sold associated with increased sales described above.
EXPLORATION EXPENSE. Exploration expense increased $354,000 (23%) from
$1.5 million in the first quarter of 1996 to $1.9 million in the first quarter
of 1997 primarily due to higher levels of geological, geophysical and leasing
activity and $75,000 in dry hole expense in the first quarter of 1997.
GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense
increased $87,000 (9%) from $969,000 in the first quarter of 1996 to $1.1
million in the first quarter of 1997 primarily due to an increase in estimated
profit sharing and bonuses for 1997.
INTEREST EXPENSE. Interest expense decreased $309,000 (15%) from $2.0
million in the first quarter of 1996 to $1.7 million in the first quarter of
1997. This decrease was primarily due to lower average debt balances as the
Company used its excess cash flow to reduce its bank debt from $67 million at
December 31, 1995 to $51 million at March 31, 1997.
DEPRECIATION, DEPLETION AND AMORTIZATION. Depreciation, depletion and
amortization decreased by $63,000 (1%) from $7.6 million in the first quarter of
1996 to $7.5 million in the first quarter of 1997. Depletion expense decreased
$189,000 (3%) from $6.0 million in the first quarter of 1996 to $5.8 million in
the first quarter of 1997. Production volumes on a Mcfe basis in the first
quarter of 1997 were consistent with volumes in the first quarter of 1996.
Depletion per Mcfe decreased from $.80 per Mcfe in the first quarter of 1996 to
$.77 per Mcfe in the first quarter of 1997.
INCOME BEFORE INCOME TAXES. Income before income taxes increased $1.9
million (36%) from $5.4 million in the first quarter of 1996 to $7.3 million in
the first quarter of 1997. The operating income from the oil and gas operations
segment increased $1.5 million (23%) from $6.7 million in the first quarter of
1996 to $8.2 million in the first quarter of 1997. The increase was attributable
to the items discussed above. The operating income from the oilfield sales and
service segment decreased $31,000 from $93,000 in the first quarter of 1996 to
$62,000 in the first quarter of 1997.
NET INCOME. Net income increased $1.4 million (42%) from $3.4 million
in the first quarter of 1996 to $4.8 million in the first quarter of 1997. This
increase in net income was primarily the result of the items discussed above.
Provision for income taxes increased $498,000 (26%) from $1.9 million in the
first quarter of 1996 to $2.4 million in the first quarter of 1997. This
increase was attributable to an increase in income before income taxes partially
offset by a decrease in the effective tax rate. Net income on a per share basis
increased from $.30 per share in the first quarter of 1996 to $.43 per share in
the first quarter of 1997. This increase was primarily the result of the factors
discussed above.
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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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 March 31, 1997 was 1.51 to 1.00. During
the first quarter of 1997, working capital decreased $4.5 million from $22.1
million to $17.6 million. The decrease was primarily due to a decrease in
accounts receivable ($2.8 million) and a decrease in cash ($2.9 million). The
Company's operating activities provided cash flow of $16.6 million during the
first quarter of 1997.
On May 25, 1995, the Company's bank group amended its revolving bank
facility. The facility was increased to $200 million and the maturity date was
extended to March 31, 1999. 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. At March 31, 1997 the
borrowing base was $70 million. The Company believes that its reserves at March
31, 1997 could provide a borrowing base in excess of $115 million.
On February 16, 1996, the Company's bank group further amended its
revolving bank facility. 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 agreement incurred interest at the
Company's choice of either: (i) the one, two or three-month LIBOR + 1.25% (7.06%
for the three-month LIBOR interest rate option at March 31, 1997) or (2) the
bank's prime rate (8.50% at March 31, 1997). At March 31, 1997, the Company had
$51 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.
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 discounted present value (at 10%) of the Company's oil and gas reserves plus
the net book value of its gas gathering systems. Other terms and covenants are
substantially the same as those contained in the $200 million revolving credit
facility.
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS (CONTINUED)
---------------------------------
On March 31, 1997, the Company redeemed all of the outstanding Class II
Series A preferred stock for $2.4 million in cash.
On April 3, 1997, the Company gave notice of redemption of all of the
outstanding 9.25% convertible subordinated debentures for 104% of face value.
Redemption of these debentures will occur as of June 10, 1997, unless the
holders of the debentures elect to convert them to common stock of the Company.
The Company currently expects to spend approximately $38 million during
1997 on its drilling activities and approximately $12 million for other capital
expenditures. The Company's acquisition program is expected to be financed with
any available cash flow over $50 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.
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.
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PART II Other information
Item 6, Exhibits and Reports on Form 8-K
(a) Exhibits
(11) Computation of Earnings Per Common and
Common Equivalent Shares
(27) Financial Data Schedule
(b) Reports on Form 8-K
On April 21, 1997, the Company filed a Current Report
on Form 8-K dated April 15, 1997 relating to the
proposed merger with a subsidiary of TPG Partners II,
L.P.
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SIGNATURES
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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: May 1, 1997 By: /S/ Henry S. Belden, IV
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Henry S. Belden, IV,
Director, Chairman, and Chief
Executive Officer
Date: May 1, 1997 By: /S/ Ronald E. Huff
--------------------------- --------------------------------------
Ronald E. Huff, Senior Vice
President and Chief Financial Officer
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