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 period ended June 30, 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 August 12, 1997 10,000,000
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BELDEN & BLAKE CORPORATION
INDEX
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Page
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PART I Financial Information:
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 1997 and 1
December 31, 1996
Consolidated Statements of Operations for the three and 3
six months ended June 30, 1997 and 1996
Consolidated Statements of Shareholders' Equity for the 4
six months ended June 30, 1997 and the years ended
December 31, 1996 and 1995
Consolidated Statements of Cash Flows for the six 5
months ended June 30, 1997 and 1996
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition 9
and Results of Operations
PART II Other Information
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 6. Exhibits and Reports on Form 8-K 15
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BELDEN & BLAKE CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands)
SUCCESSOR PREDECESSOR
COMPANY COMPANY
---------- ----------
JUNE 30, DECEMBER 31,
1997 1996
---------- ----------
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 17,322 $ 8,606
Accounts receivable, net 28,846 33,523
Inventories 9,286 9,397
Deferred income taxes 2,739 2,918
Other current assets 5,643 2,280
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TOTAL CURRENT ASSETS 63,836 56,724
PROPERTY AND EQUIPMENT, AT COST
Oil and gas properties (successful efforts method) 462,115 266,521
Gas gathering systems 18,813 26,045
Land, buildings, machinery and equipment 25,255 31,578
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506,183 324,144
Less accumulated depreciation, depletion
and amortization -- 86,808
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PROPERTY AND EQUIPMENT, NET 506,183 237,336
OTHER ASSETS 29,743 9,703
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$ 599,762 $ 303,763
========== ==========
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 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)
SUCCESSOR PREDECESSOR
COMPANY COMPANY
---------- ----------
JUNE 30, DECEMBER 31,
1997 1996
---------- ----------
(UNAUDITED)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 9,690 $ 9,421
Accrued expenses 31,894 20,990
Current portion of long-term liabilities 1,413 4,203
---------- ----------
TOTAL CURRENT LIABILITIES 42,997 34,614
LONG-TERM LIABILITIES
Bank and other long-term debt 104,335 59,216
Senior notes -- 31,111
Senior subordinated notes 225,000 --
Convertible subordinated debentures -- 5,550
Other 4,788 1,765
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334,123 97,642
DEFERRED INCOME TAXES 114,412 12,589
SHAREHOLDERS' EQUITY
Common stock without par value; $.10 stated value
per share; authorized 58,000,000 and 50,000,000 shares;
issued and outstanding 10,000,000 and 11,231,865 shares 1,000 1,123
Preferred stock without par value; $100 stated value
per share; authorized -0- and 8,000,000 shares;
issued and outstanding -0- and 24,000 shares -- 2,400
Paid in capital 107,230 128,035
Retained earnings -- 27,395
Unearned portion of restricted stock -- (35)
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TOTAL SHAREHOLDERS' EQUITY 108,230 158,918
---------- ----------
$ 599,762 $ 303,763
========== ==========
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 required by generally accepted accounting principle for complete
financial statements.
See accompanying notes.
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BELDEN & BLAKE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
(Unaudited)
PREDECESSOR COMPANY
----------------------------------------------------
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
1997 1996 1997 1996
---------- ---------- ---------- ----------
REVENUES
Oil and gas sales $ 18,728 $ 18,512 $ 41,591 $ 38,190
Gas marketing and gathering 9,353 8,588 21,657 21,789
Oilfield sales and service 8,286 5,442 14,665 10,922
Interest and other 716 1,108 1,484 1,741
---------- ---------- ---------- ----------
37,083 33,650 79,397 72,642
EXPENSES
Production expense 5,398 4,297 10,158 8,378
Production taxes 769 717 1,647 1,511
Cost of gas and gathering expense 7,504 6,804 18,340 17,990
Oilfield sales and service 7,972 4,986 13,936 10,026
Exploration expense 2,501 1,334 4,380 2,859
General and administrative expense 1,389 1,147 2,445 2,115
Depreciation, depletion and amortization 7,861 7,133 15,366 14,701
Franchise, property and other taxes 463 432 908 882
---------- ---------- ---------- ----------
33,857 26,850 67,180 58,462
---------- ---------- ---------- ----------
OPERATING INCOME 3,226 6,800 12,217 14,180
Interest expense 2,013 1,813 3,715 3,824
Transaction related expenses 16,758 16,758
---------- ---------- ---------- ----------
18,771 1,813 20,473 3,824
---------- ---------- ---------- ----------
(LOSS) INCOME BEFORE INCOME TAXES (15,545) 4,987 (8,256) 10,356
(Benefit) provision for income taxes (825) 1,585 1,617 3,529
---------- ---------- ---------- ----------
NET (LOSS) INCOME $ (14,720) $ 3,402 $ (9,873) $ 6,827
========== ========== ========== ==========
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
------ ------- ------- -------- -------- ------- -------
PREDECESSOR COMPANY:
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 loss (9,873) (9,873)
Preferred stock redeemed (2,400) (2,400)
Preferred stock dividend (45) (45)
Subordinated debentures
converted to common stock 275 27 5,523 5,550
Stock options exercised and surrendered
and related tax benefit 1 -- 1,596 1,596
Employee stock bonus 36 4 926 930
Restricted stock activity 17 35 52
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JUNE 30, 1997 (UNAUDITED) 11,544 $ 1,154 $ -- $ 136,097 $ 17,477 $ -- $ 154,728
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SUCCESSOR COMPANY:
Redemption of common stock (11,544) (1,154) (136,097) (17,477) (154,728)
Sale of common stock to TPG 10,000 1,000 107,230 108,230
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JUNE 30, 1997 (UNAUDITED) 10,000 $ 1,000 $ -- $ 107,230 $ -- $ -- $ 108,230
===========================================================================================================
See accompanying notes.
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BELDEN & BLAKE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)
PREDECESSOR COMPANY
---------------------------
SIX MONTHS ENDED JUNE 30
---------------------------
1997 1996
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (9,873) $ 6,827
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation, depletion and amortization 15,366 14,701
Transaction related expenses 15,903 --
Loss (gain) on disposal of property and equipment 356 (8)
Deferred income taxes 3,125 2,145
Deferred compensation and stock grants 1,756 682
Change in operating assets and liabilities, net of
effects of purchases of businesses:
Accounts receivable and other operating assets 1,237 (1,092)
Inventories 112 (225)
Accounts payable and accrued expenses 4,800 (966)
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NET CASH PROVIDED BY OPERATING ACTIVITIES 32,782 22,064
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of businesses, net of cash acquired (9,263) (254)
Proceeds from property and equipment disposals 704 2,059
Additions to property and equipment (18,419) (11,368)
Increase in other assets (9,496) (501)
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NET CASH USED IN INVESTING ACTIVITIES (36,474) (10,064)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving line of credit and long-term debt 46,000 7,105
Proceeds from new credit agreement 104,000 --
Proceeds from senior subordinated notes 225,000 --
Repayment of long-term debt and other obligations (140,325) (18,768)
Payment to shareholders & optionholders (203,934) --
Transaction related expenses (15,903) --
Preferred stock redeemed (2,400) --
Preferred stock dividends (45) (90)
Proceeds from sale of common stock and stock options 15 --
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NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 12,408 (11,753)
----------- ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 8,716 247
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 8,606 12,322
----------- ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 17,322 $ 12,569
=========== ============
CASH PAID DURING THE PERIOD FOR:
Interest $ 4,153 $ 4,241
Income taxes 288 951
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Debentures converted to stock 5,550 --
Acquisition of assets in exchange for long-term obligations 792 --
See accompanying notes.
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BELDEN & BLAKE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(UNAUDITED)
JUNE 30, 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 and six-month periods ended June 30, 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 acquired the Company in an all-cash
transaction valued at $485 million. Under the terms of the agreement, the
Company became a subsidiary of TPG which paid $27 per share for all common
shares outstanding plus an additional amount to redeem certain options held by
directors and employees. The transaction was completed on June 27, 1997 and for
financial reporting purposes has been accounted for as a purchase effective June
30, 1997. The results of operations for the periods ended June 30, 1997 reflect
the historical results of the predecessor company including the recognition of
transaction related expenses which were paid by the predecessor company. The
June 30, 1997 balance sheet reflects the preliminary allocation of the purchase
price to the assets acquired and liabilities assumed by the successor company
and is not comparable to the balance sheet as of December 31, 1996. A vertical
black line is shown to separate the financial statements of the predecessor and
successor companies.
Following are unaudited pro forma results of operations as if the
transaction occurred at the beginning of 1996:
Six months ended June 30, 1997
----------------------------------------
1997 1996
------------------- -------------------
Total revenues $ 79,397 $ 72,642
Net loss from continuing operations (8,598) (22,696)
The unaudited pro forma information presented above does not purport to
be indicative of the results that actually would have been obtained if the
merger had been consummated at the beginning of 1996 and is not intended to be a
projection of future results or trends.
In connection with the merger, the Company entered into a Transaction
Advisory Agreement with TPG pursuant to which TPG received a cash financial
advisory fee of $5.0 million for services as financial advisor in connection
with the merger. TPG also will be entitled to receive fees of up to 1.5%
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of the transaction value for each subsequent transaction entered into by the
successor company. These fees are included in the $16.8 million of transaction
related expenses.
Certain former officers have entered into non-competition agreements
with the Company dated March 27, 1997, which became effective contemporaneously
with consummation of the merger. These agreements have a term of 36 months and a
total value of $3 million. The obligation for these agreements is in the June
30, 1997 balance sheet.
Certain executives of the predecessor company have agreed that they
would not exercise or surrender certain stock options having an aggregate value
of $1.8 million, based on the intrinsic value of the options (the difference
between the exercise price of the options and a purchase price of $27 per
share). New stock options of the successor company were issued to these
individuals based on the intrinsic value of the predecessor company's options.
The $1.8 million aggregate value has been reflected as additional purchase
price.
(3) LONG-TERM DEBT
Long-term debt consists of the following:
June 30, December 31,
1997 1996
-------- --------
New credit agreement $104,000 $ --
Revolving line of credit -- 59,000
Senior Notes -- 35,000
Senior subordinated notes 225,000 --
Convertible subordinated debentures -- 5,550
Other 335 246
-------- --------
329,335 99,796
Less current portion 134 3,918
-------- --------
Long-term debt $329,201 $ 95,878
======== ========
On June 27, 1997, the Company completed a private placement (pursuant
to Rule 144A) of $225 million of 9 7/8% Senior Subordinated Notes, Series A,
which mature on June 15, 2007. The notes were issued under an indenture which
provides interest will be payable semiannually on June 15 and December 15 of
each year, commencing December 15, 1997. The notes are subordinate to the new
credit facility.
The notes are redeemable in whole or in part at the option of the
Company, at any time on or after June 15, 2002, at the redemption prices set
forth below plus, in each case, accrued and unpaid interest, if any, thereon.
YEAR PERCENTAGE
---- ----------
2002............................................ 104.938%
2003............................................ 103.292%
2004............................................ 101.646%
2005 and thereafter............................. 100.000%
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10
Prior to June 15, 2000, the Company may, at its option, on any one or
more occasions, redeem up to 40% of the original aggregate principal amount of
the notes at a redemption price equal to 109.875% of the principal amount, plus
accrued and unpaid interest, if any, on the redemption date, with all or a
portion of net proceeds of public sales of common stock of the Company; provided
that at least 60% of the original aggregate principal amount of the notes
remains outstanding immediately after the occurrence of such redemption; and
provided, further, that such redemption shall occur within 60 days of the date
of the closing of the related sale of common stock of the Company.
Upon a "change in control" in the Company, as defined in the 9 7/8%
Notes Indenture, the note holders may require, at their election, that the
Company repurchase all or a portion of the notes at an offer price in cash equal
to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest, if any, thereon.
The indenture under which the subordinated notes were issued contains
certain covenants that limit the ability of the Company and its subsidiaries to
incur additional indebtedness and issue stock, pay dividends, make
distributions, make investments, make certain other restricted payments, enter
into certain transactions with affiliates, dispose of certain assets, incur
liens securing indebtedness of any kind other than permitted liens, and engage
in mergers and consolidations.
On June 27, 1997, the Company entered into a revolving credit agreement
with several lenders. These lenders have committed, subject to compliance with
the borrowing base, to provide the Company with revolving credit loans of up to
$200 million, of which $25 million will be available for the issuance of letters
of credit. The new credit agreement is a senior revolving credit facility. The
initial borrowing base has been set at $180 million. The borrowing base, which
will be the sum of the Company's proved developed reserves, proved developed
non-producing reserves, proved undeveloped reserves and related processing and
gathering assets and other assets of the Company, adjusted by the Engineering
Committee of the Bank in accordance with their standard oil and gas lending
practices. If less than 75% of the borrowing base is utilized, the borrowing
base will be re-determined annually. If more than 75% of the borrowing base is
utilized, the borrowing base will be re-determined semi-annually. The Company
borrowed $104 million under the new credit agreement to partially finance the
acquisition of the Company by TPG; to repay certain existing outstanding
indebtedness of the Company and to pay certain fees and expenses related to the
transaction. The new credit agreement will mature on June 27, 2002. Outstanding
balances under the agreement incur interest at the Company's choice of several
indexed rates, the most favorable being 7.1875% at June 30, 1997.
The new credit agreement contains a number of covenants that , among
other things, restrict the ability of the Company and its subsidiaries to
dispose of assets, incur additional indebtedness, prepay other indebtedness or
amend certain debt instruments, pay dividends, create liens on assets, enter
into sale and leaseback transactions, make investments, loans or advances, make
acquisitions, engage in mergers or consolidations, change the business conducted
by the Company or its subsidiaries, make capital expenditures or engage in
certain transactions with affiliates and otherwise restrict certain corporate
activities. In addition, under the new credit agreement, the Company is required
to maintain specified financial ratios and tests, including minimum interest
coverage ratios and maximum leverage ratios.
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
As disclosed in the accompanying notes to consolidated financial
statements, on March 27, 1997 the Company entered into a merger agreement with
TPG Partners II, L.P. ("TPG") which resulted in all of the Company's common
stock being acquired by TPG on June 27, 1997 in a transaction accounted for as a
purchase. For financial reporting purposes, the merger is considered effective
June 30, 1997 and the operations of the company prior to July 1, 1997 are
classified as predecessor company operations. The consolidated balance sheet at
June 30, 1997 reflects the application of purchase accounting to measure the
Company's assets and liabilities at fair value and is not comparable to the
historical balance sheet as of December 31, 1996. Also, debt incurred to finance
the acquisition and related transaction costs are reflected in the June 30, 1997
financial statements. A vertical black line is shown in the financial statements
to separate the financial position and results of operations of the predecessor
and successor companies.
The merger with TPG resulted in the Company becoming highly leveraged
and incurring costs associated with the merger of $16.8 million which have been
expensed in 1997 second quarter results. The allocation of the purchase price to
the June 30, 1997 consolidated balance sheet resulted in a significant increase
to assets and liabilities which will result in materially higher future charges
for depreciation, depletion and amortization and interest.
RESULTS OF OPERATIONS - SECOND QUARTERS OF 1997 AND 1996 COMPARED
OIL AND GAS SALES. Oil and gas sales in the second quarter of 1997 were
consistent with the same period of 1996 due to an increase in oil and gas
volumes sold offset by lower average prices paid for the Company's oil and gas.
Oil volumes increased 8,000 Bbls (barrels) (4%) from 186,000 Bbls in
the second quarter of 1996 to 194,000 Bbls in the second quarter of 1997
resulting in an increase in oil sales of approximately $160,000. Gas volumes
increased 0.4 Bcf (billion cubic feet) (6%) from 5.9 Bcf in the second quarter
of 1996 to 6.3 Bcf in the second quarter of 1997 resulting in an increase in
gas sales of approximately $940,000. These volume increases were primarily due
to production from properties acquired and wells drilled in 1996 and 1997.
The average price paid for the Company's oil decreased from $20.33 per
barrel in the second quarter of 1996 to $17.72 per barrel in the second quarter
of 1997 which decreased oil sales by approximately $505,000. The average price
paid for the Company's natural gas decreased $.06 per Mcf (thousand cubic feet)
to $2.42 per Mcf in the second quarter of 1997 compared to the second quarter of
1996 which decreased gas sales in the second quarter of 1997 by approximately
$380,000.
GAS MARKETING AND GATHERING REVENUE. Gas marketing and gathering
revenue increased $765,000 (9%) from $8.6 million in the second quarter of 1996
to $9.4 million in the second quarter of 1997 due to an increase in the volume
of gas purchased from third parties and resold.
OILFIELD SALES AND SERVICE REVENUE. Oilfield sales and service revenue
increased $2.9 million (52%) from $5.4 million in the second quarter of 1996 to
$8.3 million in the second quarter of 1997. This increase was primarily due to
increased third party oilfield sales revenue.
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INTEREST AND OTHER REVENUE. Interest and other revenue decreased
$392,000 (35%) from $1.1 million in the second quarter of 1996 to $716,000 in
the second quarter of 1997. The net change resulted from a decrease in various
miscellaneous income items.
PRODUCTION EXPENSE. Production expense increased $1.1 million (26%)
from $4.3 million in the second quarter of 1996 to $5.4 million in the second
quarter of 1997. The average production cost increased from $.61 per Mcfe
(equivalent Mcf of natural gas) in the second quarter of 1996 to $.72 per Mcfe
in the second quarter of 1997. These increases were due to an anticipated steep
decline in production volumes from certain high volume wells with low production
costs coupled with 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 $52,000 (7%) from $717,000
in the second quarter of 1996 to $769,000 in the second quarter of 1997. 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 $700,000 (10%) from $6.8 million in the second quarter of 1996 to $7.5
million in the second quarter of 1997 due to an increase in volumes of gas
purchased from third parties.
OILFIELD SALES AND SERVICE EXPENSE. Oilfield sales and service expense
increased $3.0 million (60%) from $5.0 million in the second quarter of 1996 to
$8.0 million in the second quarter of 1997 primarily as a result of the
increased cost of goods sold associated with the increased sales described
above.
EXPLORATION EXPENSE. Exploration expense increased $1.2 million (88%)
from $1.3 million in the second quarter of 1996 to $2.5 million in the second
quarter of 1997 primarily due to $845,000 in dry hole expense in the second
quarter of 1997 and higher levels of geological, geophysical and leasing
activity.
GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense
increased $242,000 (21%) from $1.1 million in the second quarter of 1996 to $1.4
million in the second quarter of 1997 primarily due to an increase in employee
health insurance costs.
DEPRECIATION, DEPLETION AND AMORTIZATION. Depreciation, depletion and
amortization increased by $728,000 (10%) from $7.1 million in the second quarter
of 1996 to $7.9 million in the second quarter of 1997. Depletion expense
increased $681,000 (13%) from $5.4 million in the second quarter of 1996 to $6.1
million in the second quarter of 1997. This increase was primarily due to the
increased production volumes described above. Depletion per Mcfe increased from
$.77 per Mcfe in the second quarter of 1996 to $.81 per Mcfe in the second
quarter of 1997. This increase was primarily the result of proved reserves added
through acquisitions and drilling at a higher cost per Mcfe.
OPERATING INCOME. Operating income decreased $3.6 million (53%) from
$6.8 million in the second quarter of 1996 to $3.2 million in the second quarter
of 1997. The operating income from the oil and gas operations segment decreased
$3.0 million (53%) from $5.6 million in the second quarter of 1996 to $2.6
million in the second quarter of 1997. The decrease was attributable to the
items discussed above. The operating loss from the oilfield sales and service
segment increased $193,000 from operating income of $101,000 in the second
quarter of 1996 to an operating loss of $92,000 in the second quarter of 1997.
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INTEREST EXPENSE. Interest expense increased $200,000 (11%) from $1.8
million in the second quarter of 1996 to $2.0 million in the second quarter of
1997. This increase was due to higher average debt balances incurred to finance
the 1996 acquisitions and new debt associated with the merger.
TRANSACTION RELATED EXPENSES. Transaction related expenses were $16.8
million in the second quarter of 1997 reflecting costs paid by the predecessor
company.
NET (LOSS) INCOME. Net income decreased $18.1 million from net income
of $3.4 million in the second quarter of 1996 to a net loss of $14.7 million in
the second quarter of 1997. This decrease was primarily the result of
transaction related expenses and the other items discussed above. The provision
for income taxes decreased from $1.6 million expense in the second quarter of
1996 to a $825,000 benefit in the second quarter of 1997. This decrease in the
provision for income taxes was primarily due to the decrease in income before
income taxes combined with a change in the effective tax rate due to the
nondeductibility of certain transaction related expenses in the second quarter
of 1997.
RESULTS OF OPERATIONS - SIX MONTHS OF 1997 AND 1996 COMPARED
OIL AND GAS SALES. Oil and gas sales increased $3.4 million (9%) in the
first six months of 1997 compared to the same period of 1996 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 24,000 Bbls (7%) from 357,000 Bbls in the first
six months of 1996 to 381,000 Bbls in the first six months of 1997 resulting in
an increase in oil sales of approximately $450,000. Gas volumes increased 0.4
Bcf (3%) from 12.3 Bcf in the first six months of 1996 to 12.7 Bcf in the first
six months of 1997 resulting in an increase in gas sales of approximately $1.0
million. These volume increases were primarily due to production from properties
acquired and wells drilled in 1996 and 1997.
The average price paid for the Company's oil increased from $19.09 per
barrel in the first six months of 1996 to $19.11 per barrel in the first six
months of 1997. The average price paid for the Company's natural gas increased
$.15 per Mcf to $2.69 per Mcf in the first six months of 1997 compared to the
first six months of 1996 which increased gas sales in the first six months of
1997 by approximately $1.9 million.
GAS MARKETING AND GATHERING REVENUE. Gas marketing and gathering
revenue in the first six months of 1997 was consistent compared to the same
period in 1996 .
OILFIELD SALES AND SERVICE REVENUE. Oilfield sales and service revenue
increased $3.8 million (34%) from $10.9 million in the first six months of 1996
to $14.7 million in the first six months of 1997. This increase was primarily
due to increased third party oilfield sales revenue.
INTEREST AND OTHER REVENUE. Interest and other revenue decreased
$257,000 (15%) from $1.7 million in the first six months of 1996 to $1.5 million
in the first six months of 1997. The net change resulted from a decrease in
various miscellaneous income items.
PRODUCTION EXPENSE. Production expense increased $1.8 million (21%)
from $8.4 million in the first six months of 1996 to $10.2 million in the first
six months of 1997. The average production cost increased from $.58 per Mcfe
(equivalent Mcf of natural gas) in the first six months of 1996 to $.68 per
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Mcfe in the first six months of 1997. These increases were due to an anticipated
steep decline in production volumes from certain high volume wells with low
production costs coupled with 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 $136,000 (9%) from $1.5
million in the first six months of 1996 to $1.6 million in the first six months
of 1997. This increase was primarily due to the increased production volumes
discussed above.
COST OF GAS AND GATHERING EXPENSE. Cost of gas and gathering expense in
the first six months of 1997 was consistent compared to the same period in 1996.
OILFIELD SALES AND SERVICE EXPENSE. Oilfield sales and service expense
increased $3.9 million (39%) from $10.0 million in the first six months of 1996
to $13.9 million in the first six months of 1997 primarily as a result of the
increased cost of goods sold associated with the increased sales described
above.
EXPLORATION EXPENSE. Exploration expense increased $1.5 million (53%)
from $2.9 million in the first six months of 1996 to $4.4 million in the first
six months of 1997 primarily due to $920,000 in dry hole expense in the first
six months of 1997, higher levels of geological, geophysical and leasing
activity and increases in the size of the technical staff in conjunction with
increased drilling activity.
GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense
increased $330,000 (16%) from $2.1 million in the first six months of 1996 to
$2.4 million in the first six months of 1997 primarily due to an increase in
employee health insurance costs.
DEPRECIATION, DEPLETION AND AMORTIZATION. Depreciation, depletion and
amortization increased by $665,000 (5%) from $14.7 million in the first six
months of 1996 to $15.4 million in the first six months of 1997. Depletion
expense increased $492,000 (4%) from $11.4 million in the first six months of
1996 to $11.9 million in the first six months of 1997. This increase was
primarily due to the increased production volumes described above. Depletion per
Mcfe increased from $.78 per Mcfe in the first six months of 1996 to $.79 per
Mcfe in the first six months of 1997.
OPERATING INCOME. Operating income decreased $2.0 million (14%) from
$14.2 million in the first six months of 1996 to $12.2 million in the first six
months of 1997. The operating income from the oil and gas operations segment
decreased $1.4 million (12%) from $12.2 million in the first six months of 1996
to $10.8 million in the first six months of 1997. The decrease was attributable
to the items discussed above. The operating loss from the oilfield sales and
service segment increased $230,000 from operating income of $194,000 in the
first six months of 1996 to an operating loss of $36,000 in the first six months
of 1997.
INTEREST EXPENSE. Interest expense in the first six months of 1997 was
consistent compared to the same period in 1996.
TRANSACTION RELATED EXPENSES. Transaction related expenses were $16.8
million in the first six months of 1997 reflecting costs paid by the predecessor
company.
NET (LOSS) INCOME. Net income decreased $16.7 million from net income
of $6.8 million in the first six months of 1996 to a net loss of $9.9 million in
the first six months of 1997. This decrease was
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primarily the result of transaction related expenses and the other items
discussed above. The provision for income taxes decreased from $3.5 million in
the first six months of 1996 to $1.6 million in the first six months of 1997.
This decrease is due to the decrease in income or loss before income taxes
combined with a change in the effective tax rate due to the nondeductibility of
certain transaction related expenses in the first six months of 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity and capital resources are closely related to
and dependent on the current prices paid for its oil and gas.
The Company's current ratio at June 30 , 1997 was 1.48 to 1.00. During
the first six months of 1997, working capital decreased $1.3 million from $22.1
million to $20.8 million. The decrease was primarily due to an increase in
accounts payable and accrued expense ($11.2 million) reflecting the accrual of
$9.1 million of costs related to the merger with TPG. The Company's operating
activities provided cash flows of $32.8 million during the first six months of
1997.
On June 27, 1997, the Company entered into a senior revolving credit
agreement with several lenders. These lenders have committed, subject to
compliance with the Borrowing Base, to provide the Company with Revolving credit
loans of up to $200 million, of which $25 million will be available for the
issuance of letters of credit. The initial Borrowing Base has been set at $180
million. The Borrowing Base, is determined based on the Company's oil and gas
reserves and other assets and is subject to annual or semi-annual adjustment.
The Company borrowed $104 million under the new credit agreement to partially
finance the acquisition of the Company by TPG; to repay certain existing
outstanding indebtedness of the Company and to pay certain fees and expenses
related to the transaction. The New Credit Agreement will mature on June 27,
2002. Outstanding balances under the agreement incur interest at the Company's
choice of several indexed rates, the most favorable being 7.1875% at June 30,
1997.
The new credit agreement contains a number of covenants that , among
other things, restrict the ability of the Company and its subsidiaries to
dispose of assets, incur additional indebtedness, prepay other indebtedness or
amend certain debt instruments, pay dividends, create liens on assets, enter
into sale and leaseback transactions, make investments, loans or advances, make
acquisitions, engage in mergers or consolidations, change the business conducted
by the Company or its subsidiaries, make capital expenditures or engage in
certain transactions with affiliates and otherwise restrict certain corporate
activities. In addition, under the new credit agreement, the Company is required
to maintain specified financial ratios and tests, including minimum interest
coverage ratios and maximum leverage ratios.
The Company issued $225 million 9.875% Senior Subordinated Notes on
June 27, 1997. These notes mature June 15, 2007. Interest will be payable
semiannually on June 15 and December 15 of each year, commencing December 15,
1997.
The notes are general unsecured obligations of the Company and are
subordinated in right of payment to senior debt. Except as otherwise described
below, the notes are not redeemable prior to June 15, 2002. Thereafter, the
notes are subject to redemption at the option of the Company at specific
redemption prices. Prior to June 15, 2000, the Company may, at its option, on
any one or more occasions, redeem up to 40% of the original aggregate principal
amount of the notes at a redemption price equal to 109.875% of the principal
amount, plus accrued and unpaid interest, if any on the redemption date, with
all or a portion of net proceeds of public sales of common stock of the Company;
provided that at least 60% of the original aggregate principal amount of the
notes remains outstanding
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immediately after the occurrence of such redemption; and provided, further, that
such redemption shall occur within 60 days of the date of the closing of the
related sale of common stock of the Company. Prior to June 15, 2002, the notes
may be redeemed as a whole at the option of the Company upon the occurrence of a
change of control.
Upon a "change in control" in the Company, as defined in the 9 7/8%
Notes Indenture, the note holders may require, at their election, that the
Company repurchase all or a portion of the notes at an offer price in cash equal
to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest, if any, thereon.
The Indenture under which the senior subordinated notes were issued
contains certain covenants that limits the ability of the Company and its
subsidiaries to incur additional indebtedness and issue stock, pay dividends,
make distributions, make investments, make certain other restricted payments,
enter into certain transactions with affiliates, dispose of certain assets,
incur liens securing indebtedness of any kind other than permitted liens, and
engage in mergers and consolidations.
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 occurred June 10, 1997 when holders of the
debentures elected to convert them into 275,425 shares of common stock in the
Company.
On June 25, 1997, the Company redeemed $35 million of 7% fixed-rate
senior notes.
On June 27, 1997, the Company repaid all outstanding amounts due under
the then existing revolving bank facility in the amount of $94.0 million.
The Company currently expects to spend approximately $33 million during
1997 on its drilling activities and approximately $7 million for other capital
expenditures. The Company's acquisition program is expected to be financed with
available cash flow and with its available revolving credit line.
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 and through additional borrowings
under its New Credit Agreement.
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 4. Submission of Matters to a Vote of Security Holders
At a special shareholders meeting held June 19, 1997
the shareholders approved the adoption of the
Agreement and Plan of Merger between the Company, TPG
Partners II L.P. and BB Merger Corp. There were
9,434,606 votes for adoption, 17,270 votes against
the adoption or withheld, 38,828 abstentions, and
1,522,953 broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K
None
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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: August 14, 1997 By: /S/ Ronald L. Clements
------------------------------ -------------------------------
Ronald L. Clements, Director
and Chief Executive Officer
Date: August 14, 1997 By: /S/ Ronald E. Huff
------------------------------ -------------------------------
Ronald E. Huff, Director, President
and Chief Financial Officer
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