-----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, QMhGdi6HYPtRI+4nzmv68pC5SQUHCjfLTRne5jBJVmo9Xs4lUa7KOIqLHWazTPjA 7WmeXvhqsE436qUppq08Nw== 0000950152-97-003666.txt : 19970509 0000950152-97-003666.hdr.sgml : 19970509 ACCESSION NUMBER: 0000950152-97-003666 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970508 SROS: NONE 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-20100 FILM NUMBER: 97598038 BUSINESS ADDRESS: STREET 1: 5200 STONEHAM RD STREET 2: P O BOX 2500 CITY: NORTH CANTON STATE: OH ZIP: 44720 BUSINESS PHONE: 2164991660 MAIL ADDRESS: STREET 1: 5200 STONEHAM RD STREET 2: P O BOX 2500 CITY: NORTH CANTON STATE: OH ZIP: 44720 10-Q 1 BELDEN & BLAKE CORPORATION /QUARTERLY REPORT 10-Q 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 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 - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 34-1686642 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) 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) - -------------------------------------------------------------------------------- (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 2 BELDEN & BLAKE CORPORATION INDEX - --------------------------------------------------------------------------------
Page ---- PART I Financial Information: - ------ 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 - ------- Item 6. Exhibits and Reports on Form 8-K 11
3 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 ---------------- ---------------- 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 ---------------- ---------------- 332,432 324,144 Less accumulated depreciation, depletion and amortization 93,827 86,808 ---------------- ---------------- PROPERTY AND EQUIPMENT, NET 238,605 237,336 OTHER ASSETS 10,115 9,703 ---------------- ---------------- $ 300,920 $ 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 generally required by generally accepted accounting principles for complete financial statements. See accompanying notes. 1 4 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 ---------------- ---------------- 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 ---------------- ---------------- 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) ---------------- ---------------- TOTAL SHAREHOLDERS' EQUITY 162,287 158,918 ---------------- ---------------- $ 300,920 $ 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 generally required by generally accepted accounting principles for complete financial statements. See accompanying notes. 2 5 BELDEN & BLAKE CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
THREE MONTHS ENDED MARCH 31 ------------------------------------- 1997 1996 ---------------- ---------------- 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 ---------------- ---------------- 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 ---------------- ---------------- 35,025 33,624 ---------------- ---------------- INCOME BEFORE INCOME TAXES 7,289 5,369 Provision for income taxes 2,442 1,944 ---------------- ---------------- NET INCOME $ 4,847 $ 3,425 ================ ================ NET INCOME PER COMMON SHARE $ 0.43 $ 0.30 ================ ================ WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 11,264 11,161 ================ ================
See accompanying notes. 3 6 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 - ------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------ MARCH 31, 1997 (UNAUDITED) 11,269 $ 1,127 $ -- $ 128,981 $ 32,197 $ (18) $ 162,287 ==================================================================================================================
See accompanying notes. 4 7 BELDEN & BLAKE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS)
THREE MONTHS ENDED MARCH 31 -------------------------------------- 1997 1996 ---------------- ----------------- 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) ---------------- ----------------- 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) ---------------- ----------------- 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 -- ---------------- ----------------- NET CASH USED IN FINANCING ACTIVITIES (10,561) (4,063) ---------------- ----------------- NET DECREASE IN CASH AND CASH EQUIVALENTS (2,892) (1,913) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 8,606 12,322 ---------------- ----------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,714 $ 10,409 ================ ================= CASH PAID DURING THE PERIOD FOR: Interest $ 2,244 $ 1,989 Income taxes 271 193
See accompanying notes. 5 8 BELDEN & BLAKE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------ (UNAUDITED) MARCH 31, 1997 - -------------------------------------------------------------------------------- (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. 6 9 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND --------------------------------------------------------------- RESULTS OF OPERATIONS --------------------- 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. 7 10 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND --------------------------------------------------------------- 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. 8 11 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 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. 9 12 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. 10 13 - -------------------------------------------------------------------------------- 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. 11 14 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: May 1, 1997 By: /S/ Henry S. Belden, IV --------------------------- -------------------------------------- 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 12 EX-11.1 2 EXHIBIT 11.1 1 EXHIBIT 11.1 - -------------------------------------------------------------------------------- BELDEN & BLAKE CORPORATION COMPUTATION OF EARNINGS PER COMMON AND COMMON EQUIVALENT SHARES (in thousands, except per share data)
Three months ended March 31 ------------------------------ 1997 1996 ------------- ------------- Average shares outstanding...................................................... 11,264 11,161 Net effect of conversion of stock options and warrants.......................... -- -- Total primary shares............................................................ 11,264 11,161 Net effect of convertible securities............................................ -- -- Total fully diluted shares...................................................... 11,264 11,161 Net income...................................................................... $ 4,847 $ 3,425 Less preferred stock dividends.................................................. 45 45 Net income applicable to common shares primary.................................. 4,802 3,380 Plus 7.5% preferred stock dividends............................................. -- -- Net income applicable to common shares fully diluted............................ 4,802 3,380 Earnings per common share primary............................................... .43 .30 Earnings per common share fully diluted......................................... .43 .30
The effects of common stock options, warrants and convertible securities have not been included in the computation as their effect is either not dilutive or antidilutive. EX-27 3 EXHIBIT 27
5 0000880114 BELDEN & BLAKE CORPORATION 1,000 U.S. DOLLARS 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 1 5,714 0 30,726 0 9,500 52,200 332,432 93,827 300,920 34,597 89,578 1,127 0 0 161,160 300,920 41,546 42,314 22,438 22,438 10,885 0 1,702 7,289 2,442 4,847 0 0 0 4,847 0.43 0.43
-----END PRIVACY-ENHANCED MESSAGE-----