-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VUYOqnHdElPR5skt06wPxCOaklIqReg3UADIufY0L8c3vKCU16z9JQ40oScvai5N HlwSG3mtLprlun75GV9iGA== 0000950152-04-005276.txt : 20040712 0000950152-04-005276.hdr.sgml : 20040712 20040712170336 ACCESSION NUMBER: 0000950152-04-005276 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040625 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BELDEN & BLAKE CORP /OH/ CENTRAL INDEX KEY: 0000880114 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 341686642 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20100 FILM NUMBER: 04910608 BUSINESS ADDRESS: STREET 1: 5200 STONEHAM RD STREET 2: P O BOX 2500 CITY: NORTH CANTON STATE: OH ZIP: 44720 BUSINESS PHONE: 3304991660 MAIL ADDRESS: STREET 1: 5200 STONEHAM RD STREET 2: P O BOX 2500 CITY: NORTH CANTON STATE: OH ZIP: 44720 FORMER COMPANY: FORMER CONFORMED NAME: BELDEN & BLAKE ENERGY CORP /OH DATE OF NAME CHANGE: 19920427 8-K 1 l08493ae8vk.txt BELDEN & BLAKE SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event) June 25, 2004 ------------- BELDEN & BLAKE CORPORATION (Exact name of registrant as specified in its charter) Ohio 0-20100 34-1686642 - ---------------------------- ----------------------- -------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 5200 Stoneham Road, North Canton, Ohio 44720 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (330) 499-1660 -------------------------------------------------- Registrant's telephone number, including area code ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On June 25, 2004, Belden & Blake Corporation (the "Company") completed the previously announced sale of substantially all of its Trenton Black River ("TBR") assets to Fortuna Energy Inc. ("Fortuna"), a wholly owned subsidiary of Talisman Energy Inc. of Calgary, Alberta, for $65 million in cash. The assets sold include working interests in approximately 16 wells, 11 miles of natural gas gathering lines and oil and gas leases on approximately 475,000 gross acres. The assets are located primarily in New York, Pennsylvania, Ohio and West Virginia. The TBR assets accounted for approximately 5 Bcfe of the Company's estimated proved reserves as of December 31, 2003 and approximately 2 Mmcfe per day of our average daily production for the quarter ending March 31, 2004. The total production from TBR assets for the year ended 2003 was approximately 75 Mmcfe and for the first quarter of 2004 was approximately 157 Mmcfe. The Company also sold the Michigan assets of its Arrow Oilfield Services division ("Arrow") in May 2004 and sold the Ohio and Pennsylvania-related assets of Arrow in June 2004 for net proceeds of approximately $3.6 million. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (b) PRO FORMA FINANCIAL INFORMATION Belden & Blake Corporation Unaudited Pro Forma Consolidated Financial Statements Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2004 Unaudited Pro Forma Consolidated Statements of Operations for the year ended December 31, 2003 and for the three months ended March 31, 2004 Notes to Unaudited Pro Forma Consolidated Financial Statements BELDEN & BLAKE CORPORATION UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS The following tables set forth certain of our pro forma financial information after giving effect to the sale of the Arrow assets and the TBR operations and the application of the proceeds therefrom (the "Sale of Assets"). The unaudited pro forma consolidated balance sheet as of March 31, 2004 is based on our unaudited historical consolidated balance sheet as of March 31, 2004 and gives effect to the Sale of Assets as if it had occurred on March 31, 2004. The unaudited pro forma consolidated statement of operations for the year ended December 31, 2003 has been derived from our audited consolidated financial statements for the year ended December 31, 2003. The unaudited pro forma consolidated statement of operations for the three months ended March 31, 2004 has been derived from our unaudited financial statements for the three month period ended March 31, 2004. The pro forma statements of operations give effect to the Sale of Assets as if it occurred on January 1, 2003. The pro forma information presented herein does not purport to be indicative of the financial position or results of operations that would have actually occurred had the Sale of Assets occurred on the dates indicated or which may occur in the future. All pro forma adjustments are based on preliminary estimates and assumptions and are subject to revision. BELDEN & BLAKE CORPORATION PRO FORMA CONSOLIDATED BALANCE SHEET MARCH 31, 2004 (UNAUDITED, IN THOUSANDS)
PRO FORMA HISTORICAL ADJUSTMENTS PRO FORMA ---------------- ---------------- ---------------- (a) ASSETS - ------ CURRENT ASSETS Cash and cash equivalents $ 1,673 $ 23,098 $ 24,771 Accounts receivable, net 17,689 -- 17,689 Inventories 894 (15) 879 Deferred income taxes 9,021 -- 9,021 Other current assets 2,361 -- 2,361 Fair value of derivatives 615 -- 615 ---------------- ---------------- ---------------- TOTAL CURRENT ASSETS 32,253 23,083 55,336 PROPERTY AND EQUIPMENT, AT COST Oil and gas properties (successful efforts method) 471,912 (13,508) 458,404 Gas gathering systems 15,256 -- 15,256 Land, buildings, machinery and equipment 23,069 (9,868) 13,201 ---------------- ---------------- ---------------- 510,237 (23,376) 486,861 Less accumulated depreciation, depletion and amortization 260,576 (6,209) 254,367 ---------------- ---------------- ---------------- PROPERTY AND EQUIPMENT, NET 249,661 (17,167) 232,494 FAIR VALUE OF DERIVATIVES 794 -- 794 OTHER ASSETS 6,942 (1,354) 5,588 ---------------- ---------------- ---------------- $ 289,650 $ 4,562 $ 294,212 ================ ================ ================ LIABILITIES AND SHAREHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable $ 4,213 $ -- $ 4,213 Accrued expenses 19,498 -- 19,498 Current portion of long-term liabilities 729 -- 729 Fair value of derivatives 20,880 -- 20,880 ---------------- ---------------- ---------------- TOTAL CURRENT LIABILITIES 45,320 -- 45,320 LONG-TERM LIABILITIES Bank and other long-term debt 45,437 (45,437) -- Senior subordinated notes 225,000 -- 225,000 Other 4,727 (567) 4,160 ---------------- ---------------- ---------------- 275,164 (46,004) 229,160 FAIR VALUE OF DERIVATIVES 10,320 -- 10,320 DEFERRED INCOME TAXES 18,698 18,710 37,408 SHAREHOLDERS' DEFICIT Common stock without par value; $.10 stated value per share; authorized 58,000,000 shares; issued 10,674,803 (which includes 220,784 treasury shares) 1,045 -- 1,045 Paid in capital 107,565 -- 107,565 Deficit (148,604) 31,856 (116,748) Accumulated other comprehensive loss (19,858) -- (19,858) ---------------- ---------------- ---------------- TOTAL SHAREHOLDERS' DEFICIT (59,852) 31,856 (27,996) ---------------- ---------------- ---------------- $ 289,650 $ 4,562 $ 294,212 ================ ================ ================
See notes to pro forma consolidated financial statements. BELDEN & BLAKE CORPORATION PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS)
YEAR ENDED DECEMBER 31, 2003 THREE MONTHS ENDED MARCH 31, 2004 ----------------------------------- ------------------------------------ (a) PRO FORMA (a) PRO FORMA HISTORICAL ADJUSTMENTS PRO FORMA HISTORICAL ADJUSTMENTS PRO FORMA ---------- ------------ --------- ---------- ------------ --------- (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) REVENUES Oil and gas sales $ 85,023 $ (418) $ 84,605 $ 23,244 $ (881) $ 22,363 Gas gathering, marketing, and oilfield service 23,741 (13,203) 10,538 5,774 (3,191) 2,583 Other 338 (72) 266 168 (39) 129 --------- --------- --------- --------- --------- --------- 109,102 (13,693) 95,409 29,186 (4,111) 25,075 EXPENSES Production expense 19,937 40 19,977 5,419 (25) 5,394 Production taxes 2,455 (6) 2,449 664 (12) 652 Gas gathering, marketing, and oilfield service 21,378 (11,791) 9,587 5,177 (2,939) 2,238 Exploration expense 16,882 (10,089) 6,793 2,077 (595) 1,482 General and administrative expense 4,559 -- 4,559 1,235 -- 1,235 Franchise, property and other taxes 282 (80) 202 86 (16) 70 Depreciation, depletion and amortization 19,343 (1,274) 18,069 4,947 (393) 4,554 Impairment of oil and gas properties 5,774 (4,878) 896 -- -- -- Accretion expense 365 (38) 327 112 (17) 95 Derivative fair value (gain) loss (319) -- (319) (332) -- (332) --------- --------- --------- --------- --------- --------- 90,656 (28,116) 62,540 19,385 (3,997) 15,388 --------- --------- --------- --------- --------- --------- OPERATING INCOME 18,446 14,423 32,869 9,801 (114) 9,687 OTHER EXPENSE Interest expense 25,537 (1,014) 24,523 6,543 (377) 6,166 --------- --------- --------- --------- --------- --------- (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (7,091) 15,437 8,346 3,258 263 3,521 (Benefit) provision for income taxes (2,481) 5,495 3,014 1,206 97 1,303 --------- --------- --------- --------- --------- --------- (LOSS) INCOME FROM CONTINUING OPERATIONS $ (4,610) $ 9,942 $ 5,332 $ 2,052 $ 166 $ 2,218 ========= ========= ========= ========= ========= =========
See notes to pro forma consolidated financial statements. NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (a) Represents adjustments for the sale of the Arrow assets and the TBR operations. (c) EXHIBITS The following exhibit is filed herewith: 99.1 News release dated June 29, 2004 announcing the closing of the sale of the Company's TBR assets on June 25, 2004. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 9, 2004 BELDEN & BLAKE CORPORATION ---------------- (Registrant) By: /s/ Robert W. Peshek ----------------------------- Robert W. Peshek, Senior Vice President and Chief Financial Officer EX-99.1 2 l08493aexv99w1.txt NEWS RELEASE Exhibit 99.1 Belden & Blake Corporation NEWS RELEASE 5200 Stoneham Road o North Canton, Ohio 44720 o (330) 499-1660 o FAX (330) 497-5463 CONTACT: Patricia A. Harcourt FOR IMMEDIATE RELEASE Vice President, Administration June 29, 2004 E-mail: pharcourt@beldenblake.com BELDEN & BLAKE SELLS TRENTON BLACK RIVER ASSETS NORTH CANTON, OH -- Belden & Blake Corporation today announced that it has sold substantially all of its Trenton Black River assets to Fortuna Energy Inc., ("Fortuna") for $65 million in cash. The assets sold include working interests in approximately 16 wells, 11 miles of natural gas gathering lines and oil and gas leases on approximately 475,000 gross acres. The assets are located primarily in New York, Pennsylvania, Ohio and West Virginia. The transaction closed on June 25, 2004. Fortuna Energy Inc. is a wholly owned subsidiary of Talisman Energy Inc. of Calgary, Alberta. Belden & Blake Corporation engages in the exploration, development and production of natural gas and oil, and the gathering of natural gas in the Appalachian and Michigan Basins (a region which includes Ohio, Pennsylvania, New York and Michigan). Randall & Dewey, an oil and gas strategic advisory and consulting firm based in Houston, Texas, acted as advisors to Belden & Blake. The information in this release includes forward-looking statements that are made pursuant to Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements, and the business prospects of Belden & Blake are subject to a number of risks and uncertainties which may cause the Company's actual results in future periods to differ materially from the forward-looking statements contained herein. These risks and uncertainties include, but are not limited to, the Company's access to capital, the market demand for and prices of oil and natural gas, the Company's oil and gas production and costs of operation, results of the Company's future drilling activities, the uncertainties of reserve estimates and environmental risks. These and other risks are described in the Company's 10-K and 10-Q reports and other filings with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----