-----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, Ex/E3+1zrs3JfQBMnsEQYGrFflL8IA+nmXt39ah3Wem0Rikk8bh2xHKwYrHR2KvX JyrqORI/hVmrTg276FzxmQ== 0000950152-99-009055.txt : 19991117 0000950152-99-009055.hdr.sgml : 19991117 ACCESSION NUMBER: 0000950152-99-009055 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991115 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: SEC FILE NUMBER: 000-20100 FILM NUMBER: 99751870 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 10-Q 1 BELDEN AND BLAKE CORPORATION FORM 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 period ended September 30, 1999 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 October 31, 1999 10,260,457 2 BELDEN & BLAKE CORPORATION INDEX - --------------------------------------------------------------------------------
PAGE ---- PART I Financial Information: Item 1. Financial Statements Consolidated Balance Sheets as of September 30, 1999 and December 31, 1998 ................................................... 1 Consolidated Statements of Operations for the three and nine months ended September 30, 1999 and 1998 ............................ 2 Consolidated Statements of Shareholders' Equity (Deficit) for the nine months ended September 30, 1999 and the year ended December 31, 1998 ........................................ 3 Consolidated Statements of Cash Flows for the nine months ended September 30, 1999 and 1998 ............................ 4 Notes to Consolidated Financial Statements ............................. 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations .................................. 9 PART II Other Information Item 6. Exhibits and Reports on Form 8-K ....................................... 17
3
BELDEN & BLAKE CORPORATION CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE DATA) SEPTEMBER 30, DECEMBER 31, 1999 1998 ================ ================ (UNAUDITED) ASSETS CURRENT ASSETS Cash and cash equivalents $ 13,228 $ 10,691 Accounts receivable, net 25,717 33,204 Inventories 3,067 9,200 Deferred income taxes 2,359 2,449 Other current assets 1,489 3,384 ---------------- ---------------- TOTAL CURRENT ASSETS 45,860 58,928 PROPERTY AND EQUIPMENT, AT COST Oil and gas properties (successful efforts method) 534,464 535,837 Gas gathering systems 22,109 22,008 Land, buildings, machinery and equipment 25,293 28,551 ---------------- ---------------- 581,866 586,396 Less accumulated depreciation, depletion and amortization 274,513 246,689 ---------------- ---------------- PROPERTY AND EQUIPMENT, NET 307,353 339,707 OTHER ASSETS 20,074 19,970 ---------------- ---------------- $ 373,287 $ 418,605 ================ ================ LIABILITIES AND SHAREHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable $ 4,598 $ 6,458 Accrued expenses 28,969 29,373 Current portion of long-term liabilities 15,301 29,365 ---------------- ---------------- TOTAL CURRENT LIABILITIES 48,868 65,196 LONG-TERM LIABILITIES Bank and other long-term debt 125,162 126,178 Senior subordinated notes 225,000 225,000 Other 2,332 3,204 ---------------- ---------------- 352,494 354,382 DEFERRED INCOME TAXES 21,964 32,041 SHAREHOLDERS' DEFICIT Common stock without par value; $.10 stated value per share; authorized 58,000,000 shares; issued and outstanding 10,229,289 and 10,110,915 shares 1,023 1,011 Paid in capital 107,562 107,897 Deficit (158,624) (141,922) ---------------- ---------------- TOTAL SHAREHOLDERS' DEFICIT (50,039) (33,014) ---------------- ---------------- $ 373,287 $ 418,605 ================ ================
See accompanying notes. 1 4
BELDEN & BLAKE CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS) (UNAUDITED) THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, ----------------------------------- ------------------------------------ 1999 1998 1999 1998 --------------- ---------------- ---------------- --------------- REVENUES Oil and gas sales $ 20,274 $ 21,042 $ 57,996 $ 65,425 Gas marketing and gathering 7,645 7,878 30,278 28,390 Oilfield sales and service 2,767 5,883 9,764 17,728 Other 1,101 1,035 3,313 2,796 --------------- ---------------- ---------------- --------------- 31,787 35,838 101,351 114,339 EXPENSES Production expense 5,654 5,843 16,030 17,586 Production taxes 834 889 2,375 2,668 Cost of gas and gathering expense 6,706 6,393 26,745 23,073 Oilfield sales and service 2,620 5,825 9,818 17,331 Exploration expense 1,622 2,330 4,840 6,542 General and administrative expense 1,230 1,250 3,846 3,904 Loss on sale of subsidiary and other nonrecurring expense 5,692 15 5,692 365 Depreciation, depletion and amortization 10,815 16,949 32,492 51,818 Franchise, property and other taxes 176 435 535 1,273 --------------- ---------------- ---------------- --------------- 35,349 39,929 102,373 124,560 --------------- ---------------- ---------------- --------------- OPERATING LOSS (3,562) (4,091) (1,022) (10,221) Interest expense 8,679 8,349 25,668 24,528 --------------- ---------------- ---------------- --------------- LOSS BEFORE INCOME TAXES (12,241) (12,440) (26,690) (34,749) Income tax benefit (4,550) (4,354) (9,988) (12,162) --------------- ---------------- ---------------- --------------- NET LOSS $ (7,691) $ (8,086) $ (16,702) $ (22,587) =============== ================ ================ ===============
See accompanying notes. 2 5
BELDEN & BLAKE CORPORATION CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (IN THOUSANDS) TOTAL COMMON COMMON PAID IN EQUITY SHARES STOCK CAPITAL DEFICIT (DEFICIT) ============ ============== ============== ============== ============== JANUARY 1, 1998 10,000 $ 1,000 $ 107,230 $ (11,372) $ 96,858 Employee stock bonus 111 11 667 678 Net loss (130,550) (130,550) - ---------------------------------------------------------------------------------------------------------------- DECEMBER 31, 1998 10,111 1,011 107,897 (141,922) (33,014) Employee stock bonus 118 12 (335) (323) Net loss (16,702) (16,702) - ---------------------------------------------------------------------------------------------------------------- SEPTEMBER 30, 1999 (UNAUDITED) 10,229 $ 1,023 $ 107,562 $ (158,624) $ (50,039) ================================================================================================================
See accompanying notes. 3 6
BELDEN & BLAKE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS) NINE MONTHS ENDED SEPTEMBER 30, --------------------------------------- 1999 1998 ------------------ ------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (16,702) $ (22,587) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation, depletion and amortization 32,492 51,818 Loss on disposal of property and equipment 3,194 19 Deferred income taxes (9,988) (12,162) Deferred compensation and stock grants (500) 1,142 Change in operating assets and liabilities, net of effects of purchases of businesses: Accounts receivable and other operating assets 5,635 2,263 Inventories 1,962 (2,212) Accounts payable and accrued expenses (1,231) 9,213 ------------------ ------------------ NET CASH PROVIDED BY OPERATING ACTIVITIES 14,862 27,494 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of businesses, net of cash acquired -- (11,574) Proceeds from property and equipment disposals 5,883 822 Additions to property and equipment (1,921) (28,931) Increase (decrease) in other assets 320 (1,359) ------------------ ------------------ NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 4,282 (41,042) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from revolving line of credit and term loan 21,000 19,000 Repayment of long-term debt and other obligations (37,607) (3,373) ------------------ ------------------ NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (16,607) 15,627 ------------------ ------------------ NET INCREASE IN CASH AND CASH EQUIVALENTS 2,537 2,079 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 10,691 6,552 ------------------ ------------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 13,228 $ 8,631 ================== ================== CASH PAID DURING THE PERIOD FOR: Interest $ 20,046 $ 18,112 Income taxes, net of refunds -- (117) NON-CASH INVESTING AND FINANCING ACTIVITIES: Acquisition of assets in exchange for long-term liabilities 125 415 Non-compete agreement and related obligation 705 --
See accompanying notes. 4 7 BELDEN & BLAKE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 30, 1999 - -------------------------------------------------------------------------------- (1) BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements of Belden & Blake Corporation (the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 1999 are not necessarily indicative of the results that may be expected for the year ended December 31, 1999. 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, 1998. Certain reclassifications have been made to conform to the presentation in the third quarter of 1999. (2) CREDIT AGREEMENT On June 27, 1997, the Company entered into a senior revolving credit agreement with several lenders. These lenders 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 credit agreement is a senior revolving credit facility which is secured by substantially all of the Company's assets. The 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 8.6% at September 30, 1999. The borrowing base is determined by an evaluation of the Company's proved developed 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 redetermined annually. If more than 75% of the borrowing base is utilized, the borrowing base will be redetermined semi-annually. The Company's borrowing base at December 31, 1998 was $170 million. On January 15, 1999, the Company's borrowing base was redetermined at $126 million. The Company had $154 million outstanding under this agreement at December 31, 1998 which resulted in the Company having a borrowing base deficiency of $28 million. The Company agreed with the lenders to reduce this deficiency by $14 million on March 22, 1999 and by $14 million on May 10, 1999. On March 22, 1999, the Company made the $14 million payment to reduce the outstanding amount under the credit agreement to $140 million. On May 10, 1999, the Company and its lenders further amended the credit agreement to increase the Company's borrowing base to $136 million, subject to redetermination in November 1999, and the Company paid $4 million to reduce the outstanding loan balance to $136 million. The funds for these payments were provided by internally generated cash flow and $14 million in term loans provided by Chase Manhattan Bank. The Company was further required to make additional payments of $5 million on the earlier of the receipt of aggregate proceeds from asset sales totaling $5 million or August 10, 1999 and $5 million on November 9, 1999, which would lower the borrowing base and outstanding balance to $126 million. The Company paid $5 million on July 29, 1999 and $6 million on September 10, 1999 to reduce the outstanding balance to $125 million at September 30, 5 8 1999. Future borrowing base revisions will require approval from all lenders and any deficiency must be repaid within 30 days of the effective date of the redetermination. The lenders have not completed the November 1999 redetermination. The amended agreement increased the interest rate to LIBOR plus 2.5% and provided certain covenant ratio relief. The Company paid approximately $2 million in fees to the lenders and expenses associated with the amendment. The Company's $14 million in term loans from Chase Manhattan Bank are due on June 27, 2000 with interest payable at LIBOR plus 2.5%. The Company expects to be able to meet its 1999 debt service requirements through internally generated cash flow, the sale of non-strategic assets and additional debt. The credit agreement contains a number of covenants that, among other things, restricts 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 restricts certain corporate activities. In addition, under the credit agreement, the Company is required to maintain specified financial ratios and tests, including minimum interest coverage ratios and maximum leverage ratios. The agreement requires a minimum working capital ratio of 1.00 to 1.00. As of September 30, 1999, the Company's working capital ratio was .94 to 1.00. As part of the May 10, 1999 amendment, the Company and its lenders have agreed to exclude the current portion of certain long term debt from this calculation. After making these adjustments the working capital ratio as of September 30, 1999 was 1.32 to 1.00. (3) SALE OF TARGET OILFIELD PIPE AND SUPPLY COMPANY In August 1999, the Company and its wholly-owned subsidiary, The Canton Oil & Gas Company ("COG"), completed a stock sale of Target Oilfield Pipe and Supply Company ("TOPS"), a wholly-owned subsidiary of COG, to an oilfield supply company. The buyer purchased all of the issued and outstanding shares of capital stock of TOPS from COG. The Company recorded a $2.8 million loss on the sale in the third quarter of 1999. (4) OTHER NONRECURRING EXPENSE In August 1999, the Company abandoned an acquisition effort and a proposed public offering of a royalty trust. Approximately $830,000 of costs associated with these efforts was written off in the third quarter of 1999. In September 1999, the Company implemented a plan to reduce costs and improve operating efficiencies. The plan included actions to bring the Company's employment level in line with current and anticipated future staffing needs which resulted in staff reductions of approximately 10%. The Company recorded a charge of $2.1 million in the third quarter of 1999 for severance and other costs associated with implementing this plan. (5) STOCK BASED COMPENSATION The Company measures expense associated with stock-based compensation under the provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees." The Company has a qualified defined contribution plan (a 401(k) plan) covering substantially all of its employees. Common stock held in the 401k plan is subject to variable plan accounting with changes in share value reported as adjustments to compensation expense. The reduction in share value in the first nine months of 1999 resulted in a reduction in compensation expense of $909,000. 6 9 (6) INDUSTRY SEGMENT FINANCIAL INFORMATION The Company's operations are conducted in the United States and are managed along three reportable segments which include: (1) exploration and production, (2) gas marketing and gathering, and (3) oilfield sales and service. The following tables present certain financial information regarding the Company's reportable segments. The "all other" column in each of the following tables includes unallocated corporate charges that support the segments and eliminations of all intersegment transactions to reconcile the reportable segment's revenues, income or loss, assets and other significant items to the Company's consolidated totals. The Company measures segment operating results based on earnings before interest, taxes, depreciation, depletion, amortization, exploration expense and loss on sale of subsidiary and other nonrecurring expense ("EBITDAX") and (loss) income before income taxes. Certain reclassifications have been made to conform to the presentation in the third quarter of 1999.
THREE MONTHS ENDED SEPTEMBER 30, 1999 -------------------------------------------------------------------------------- EXPLORATION GAS MARKETING OILFIELD SALES & PRODUCTION & GATHERING & SERVICE ALL OTHER TOTAL --------------- ----------------- -------------- ----------- ------------- (IN THOUSANDS) REVENUES FROM CUSTOMERS $ 21,165 $ 7,540 $ 2,862 $ 220 $ 31,787 INTERSEGMENT REVENUES -- 7,895 901 (8,796) -- LOSS BEFORE INCOME TAXES (4,633) (250) (3,527) (3,831) (12,241) INTEREST EXPENSE 7,953 467 252 7 8,679 LOSS ON SALE OF SUBSIDIARY AND OTHER NONRECURRING EXPENSE 109 -- 3,296 2,287 5,692 EXPLORATION EXPENSE 1,622 -- -- -- 1,622 DEPRECIATION, DEPLETION, AND AMORTIZATION 9,460 666 205 484 10,815 EBITDAX 14,511 883 226 (1,053) 14,567 ASSETS 313,941 34,410 6,634 18,302 373,287
THREE MONTHS ENDED SEPTEMBER 30, 1998 -------------------------------------------------------------------------------- EXPLORATION GAS MARKETING OILFIELD SALES & PRODUCTION & GATHERING & SERVICE ALL OTHER TOTAL --------------- ----------------- -------------- ----------- ------------- (IN THOUSANDS) REVENUES FROM CUSTOMERS $ 21,954 $ 7,849 $ 5,983 $ 52 $ 35,838 INTERSEGMENT REVENUES -- 6,997 1,840 (8,837) -- (LOSS) INCOME BEFORE INCOME TAXES (10,174) 286 (570) (1,982) (12,440) INTEREST EXPENSE 7,572 339 382 56 8,349 LOSS ON SALE OF SUBSIDIARY AND OTHER NONRECURRING EXPENSE -- -- -- 15 15 EXPLORATION EXPENSE 2,331 -- -- (1) 2,330 DEPRECIATION, DEPLETION, AND AMORTIZATION 15,357 769 429 394 16,949 EBITDAX 15,086 1,394 241 (1,518) 15,203 ASSETS 497,762 41,570 28,058 23,388 590,778
7 10
NINE MONTHS ENDED SEPTEMBER 30, 1999 -------------------------------------------------------------------------------- EXPLORATION GAS MARKETING OILFIELD SALES & PRODUCTION & GATHERING & SERVICE ALL OTHER TOTAL --------------- ----------------- -------------- ----------- ------------- (IN THOUSANDS) REVENUES FROM CUSTOMERS $ 61,404 $ 29,433 $ 10,050 $ 464 $ 101,351 INTERSEGMENT REVENUES -- 22,432 2,731 (25,163) -- (LOSS) INCOME BEFORE INCOME TAXES (16,216) 1,270 (4,608) (7,136) (26,690) INTEREST EXPENSE 23,426 1,321 877 44 25,668 LOSS ON SALE OF SUBSIDIARY AND OTHER NONRECURRING EXPENSE 109 -- 3,296 2,287 5,692 EXPLORATION EXPENSE 4,840 -- -- -- 4,840 DEPRECIATION, DEPLETION, AND AMORTIZATION 28,622 1,971 640 1,259 32,492 EBITDAX 40,781 4,562 205 (3,546) 42,002 ASSETS 313,941 34,410 6,634 18,302 373,287
NINE MONTHS ENDED SEPTEMBER 30, 1998 -------------------------------------------------------------------------------- EXPLORATION GAS MARKETING OILFIELD SALES & PRODUCTION & GATHERING & SERVICE ALL OTHER TOTAL --------------- ----------------- -------------- ----------- ------------- (IN THOUSANDS) REVENUES FROM CUSTOMERS $ 68,112 $ 28,181 $ 17,912 $ 134 $ 114,339 INTERSEGMENT REVENUES -- 23,123 5,508 (28,631) -- (LOSS) INCOME BEFORE INCOME TAXES (28,596) 1,897 (1,705) (6,345) (34,749) INTEREST EXPENSE 22,401 833 1,104 190 24,528 LOSS ON SALE OF SUBSIDIARY AND OTHER NONRECURRING EXPENSE -- -- -- 365 365 EXPLORATION EXPENSE 6,543 -- -- (1) 6,542 DEPRECIATION, DEPLETION, AND AMORTIZATION 47,024 2,350 1,301 1,143 51,818 EBITDAX 47,372 5,080 700 (4,648) 48,504 ASSETS 497,762 41,570 28,058 23,388 590,778
(7) SUBSEQUENT EVENTS On November 2, 1999 the Company sold its Belden Energy Service Company ("BESCO") subsidiary to FirstEnergy Corp. BESCO was the Company's retail natural gas marketing outlet in Ohio. In the future, that portion of the Company's Ohio natural gas production not committed to existing sales contracts will be sold on the wholesale market. 8 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following table presents certain information with respect to the oil and gas operations of the Company:
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------------- -------------------------- 1999 1998 1999 1998 ----------- ----------- ----------- ------------ PRODUCTION GAS (MMCF) 6,751 7,433 20,440 22,539 OIL (MBBLS) 180 187 548 567 TOTAL PRODUCTION (MMCFE) 7,832 8,554 23,726 25,938 AVERAGE PRICE GAS (PER MCF) $ 2.50 $ 2.52 $ 2.43 $ 2.58 OIL (PER BBL) 18.77 12.31 15.02 12.98 MCFE 2.59 2.46 2.44 2.52 AVERAGE COSTS (PER MCFE) PRODUCTION EXPENSE 0.72 0.68 0.68 0.68 PRODUCTION TAXES 0.11 0.10 0.10 0.10 DEPLETION 1.05 1.67 1.06 1.69 GROSS MARGIN (PER MCFE) 1.76 1.68 1.66 1.74
RESULTS OF OPERATIONS - THIRD QUARTERS OF 1999 AND 1998 COMPARED Operating loss decreased $529,000 (13%) from $4.1 million in the third quarter of 1998 to $3.6 million in the third quarter of 1999. Net loss decreased $395,000 from $8.1 million in the third quarter of 1998 to $7.7 million in the third quarter of 1999. These decreases were due primarily to a $6.1 million decrease in depreciation, depletion, and amortization expense, a $708,000 decrease in exploration expense and a $259,000 decrease in franchise, property, and other taxes. These decreases in expense were offset by a $5.7 million increase in loss on sale of subsidiary and other nonrecurring expense and a $1.0 million decrease in the Company's operating margin due to the net of decreases in natural gas prices and the volume of natural gas sold and an increase in the average price paid for the Company's oil. The volume decrease was due to the natural production decline of the wells and curtailment of drilling due to capital constraints caused by the reduction in the Company's borrowing base. EBITDAX decreased $636,000 from $15.2 million in the third quarter of 1998 to $14.6 million in the third quarter of 1999 primarily due to decreased operating margins. Total revenues decreased $4.1 million (11%) in the third quarter of 1999 compared to the third quarter of 1998 due to the sale of the Company's TOPS subsidiary and decreases in natural gas prices and the volume of natural gas sold offset by an increase in the average price paid for the Company's oil. Gross operating margins decreased $1.0 million in the third quarter of 1999 compared to the third quarter of 1998. These decreases were primarily due to decreases in natural gas prices and the volume of natural gas sold offset by an increase in the average price paid for the Company's oil. 9 12 Oil volumes decreased 7,000 Bbls (barrels) (4%) from 187,000 Bbls in the third quarter of 1998 to 180,000 Bbls in the third quarter of 1999 resulting in a decrease in oil sales of approximately $85,000. Gas volumes decreased 0.6 Bcf (billion cubic feet) (9%) from 7.4 Bcf in the third quarter of 1998 to 6.8 Bcf in the third quarter of 1999 resulting in a decrease in gas sales of approximately $1.7 million. The average price paid for the Company's oil increased from $12.31 per barrel in the third quarter of 1998 to $18.77 per barrel in the third quarter of 1999 which increased oil sales by approximately $1.2 million. The average price paid for the Company's natural gas decreased $.02 per Mcf (thousand cubic feet) to $2.50 per Mcf in the third quarter of 1999 compared to the third quarter of 1998 which decreased gas sales in the third quarter of 1999 by approximately $135,000. As a result of the Company's hedging activities the gas sales for the third quarter of 1999 decreased by $472,000 or $.07 per Mcf, compared to an increase of $494,000 or $.07 per Mcf, for the third quarter of 1998. Production expense decreased $189,000 (3%) from $5.8 million in the third quarter of 1998 to $5.7 million in the third quarter of 1999. The average production cost increased from $.68 per Mcfe (Mcf of natural gas equivalent) in the third quarter of 1998 to $.72 per Mcfe in the third quarter of 1999 primarily due to decreased production volumes. Production taxes decreased approximately $55,000 (6%) from $889,000 in the third quarter of 1998 to $834,000 in the third quarter of 1999 due to decreased oil and gas sales. General and administrative expense in the third quarter of 1999 was consistent with the same period in 1998. Loss on sale of subsidiary and other nonrecurring expense increased from $15,000 in the third quarter of 1998 to $5.7 million in the third quarter of 1999 due to a $2.8 million loss on the sale of the Company's TOPS subsidiary, $2.1 million in employee reduction costs and $830,000 in costs associated with an abandoned acquisition effort and an abandoned public offering of a royalty trust in the third quarter of 1999. Exploration expense decreased by $708,000 (30%) from $2.3 million in the third quarter of 1998 to $1.6 million in the third quarter of 1999 as a result of the curtailment of the Company's drilling program previously discussed. Depreciation, depletion and amortization decreased by $6.1 million (36%) from $16.9 million in the third quarter of 1998 to $10.8 million in the third quarter of 1999. Depletion expense decreased approximately $6.1 million (42%) from $14.3 million in the third quarter of 1998 to $8.2 million in the third quarter of 1999. Depletion per Mcfe decreased from $1.67 per Mcfe in the third quarter of 1998 to $1.05 per Mcfe in the third quarter of 1999. These decreases were primarily the result of the $160.7 million write-down of certain permanently impaired assets in the fourth quarter of 1998. Interest expense increased $330,000 from $8.3 million in the third quarter of 1998 to approximately $8.7 million in the third quarter of 1999 due to an increase in average outstanding borrowings and higher blended interest rates. The Company incurred $235,000 and $104,000 in additional interest expense during the third quarters of 1999 and 1998, respectively, related to interest rate swaps. Exploration and production segment revenues decreased $789,000 (4%) from $22.0 million in the third quarter of 1998 to $21.2 million in the third quarter of 1999. This decrease was due to decreases in natural gas prices and the volume of oil and natural gas sold offset by an increase in the average price 10 13 paid for the Company's oil. Segment loss before income taxes decreased $5.6 million (54%) from $10.2 million in the third quarter of 1998 to $4.6 million in the third quarter of 1999. This decrease was due primarily to a $5.9 million decrease in depreciation, depletion and amortization expense from the write-down of certain permanently impaired exploration and production segment assets in the fourth quarter of 1998. Gas marketing and gathering segment revenues decreased $309,000 (4%) from $7.8 million in the third quarter of 1998 to $7.5 million in the third quarter of 1999. The decrease was due to a $496,000 decrease in gas gathering revenues resulting from reduced transportation rates to a major end user, reduced gas gathering volumes due to normal production declines, and a reduction in the Company's drilling activity. These decreases were partially offset by an increase in gas marketing revenues from third party gas sales. Segment income before income taxes decreased $536,000 (187%) from $286,000 in the third quarter of 1998 to a loss of $250,000 in the third quarter of 1999 due primarily to a $547,000 decrease in the gas marketing and gathering segment operating margin. Oilfield sales and service segment revenues decreased $3.1 million (52%) from $6.0 million in the third quarter of 1998 to $2.9 million in the 1999 quarter. This decrease was primarily the result of the sale of the Company's TOPS subsidiary and work deferred by the Company and third parties due to a prolonged period of low oil and gas prices. Segment loss before income taxes increased $3.0 million from $570,000 in the third quarter of 1998 to $3.5 million in the third quarter of 1999 due primarily to the $2.8 million loss on the sale of TOPS. RESULTS OF OPERATIONS - NINE MONTHS OF 1999 AND 1998 COMPARED Operating loss decreased $9.2 million (90%) from $10.2 million in the first nine months of 1998 to $1.0 million in the first nine months of 1999. The decrease in operating loss was due primarily to a $19.3 million decrease in depreciation, depletion and amortization expense and a decrease in exploration expense of $1.7 million. These decreases in expenses were partially offset by a $7.8 million decrease in the Company's operating margin and a $5.3 million increase in loss on sale of subsidiary and other nonrecurring expense. The decrease in the Company's operating margin was primarily due to decreases in gas prices and the volume of oil and natural gas sold offset by an increase in the average price paid for the Company's oil. The volume decrease was due to the natural production decline of the wells and curtailment of drilling due to capital constraints caused by the reduction in the Company's borrowing base. Net loss decreased $5.9 million (26%) from $22.6 million in the first nine months of 1998 to $16.7 million in the first nine months of 1999. This decrease was the result of the $9.2 million decrease in operating loss offset by a $1.1 million increase in interest expense and a $2.2 million decrease in the income tax benefit due to a decrease in loss before income taxes. EBITDAX decreased approximately $6.5 million from $48.5 million in the first nine months of 1998 to $42.0 million in the first nine months of 1999 primarily due to the decreased operating margins discussed above. Total revenues decreased $13.0 million (11%) in the first nine months of 1999 compared to the first nine months of 1998 due to the sale of the Company's TOPS subsidiary and decreases in gas prices and the volume of oil and natural gas sold. These decreases were partially offset by an increase in the average price paid for the Company's oil. Gross operating margins decreased $7.8 million in the first nine months of 1999 compared to the first nine months of 1998. These decreases were primarily due to 11 14 decreases in gas prices and the volume of oil and natural gas sold offset by an increase in the average price paid for the Company's oil. Oil volumes decreased approximately 19,000 Bbls from 567,000 Bbls in the first nine months of 1998 to 548,000 Bbls in the first nine months of 1999 resulting in a decrease in oil sales of approximately $245,000. Gas volumes decreased 2.1 Bcf (9%) from 22.5 Bcf in the first nine months of 1998 to 20.4 Bcf in the first nine months of 1999 resulting in a decrease in gas sales of approximately $5.4 million. The average price paid for the Company's oil increased from $12.98 per barrel in the first nine months of 1998 to $15.02 per barrel in the first nine months of 1999 which increased oil sales by $1.1 million. The average price paid for the Company's natural gas decreased $.15 per Mcf to $2.43 per Mcf in the first nine months of 1999 compared to the first nine months of 1998 which decreased gas sales in the first nine months of 1999 by approximately $3.1 million. As a result of the Company's hedging activities the average gas price for the first nine months of 1999 was enhanced by $1.4 million or $.07 per Mcf, compared to $810,000 or $.04 per Mcf, for the first nine months of 1998. Production expense decreased approximately $1.6 million (9%) from $17.6 million in the first nine months of 1998 to $16.0 million in the first nine months of 1999. The average production cost of $.68 per Mcfe in the first nine months of 1999 was consistent with the same period in 1998 primarily due to decreased production volumes in the first nine months of 1999. Production taxes decreased $293,000 (11%) from $2.7 million in the first nine months of 1998 to $2.4 million in the first nine months of 1999 due to decreased oil and gas sales. Average production taxes remained constant at $.10 per Mcfe in the first nine months of 1998 and 1999. General and administrative expense in the first nine months of 1999 was consistent with the same period in 1998. Loss on sale of subsidiary and other nonrecurring expense increased $5.3 million from $365,000 in the first nine months of 1998 to $5.7 million in the first nine months of 1999 due to a $2.8 million loss on the sale of the Company's TOPS subsidiary, $2.1 million in employee reduction costs and $830,000 in costs associated with an abandoned acquisition effort and an abandoned public offering of a royalty trust in the third quarter of 1999. Exploration expense decreased by $1.7 million (26%) from $6.5 million in the first nine months of 1998 to $4.8 million in the first nine months of 1999 as a result of the curtailment of the Company's drilling program previously discussed. Depreciation, depletion and amortization decreased by $19.3 million (37%) from $51.8 million in the first nine months of 1998 to $32.5 million in the first nine months of 1999. Depletion expense decreased $18.9 million (43%) from $43.9 million in the first nine months of 1998 to $25.0 million in the first nine months of 1999. Depletion per Mcfe decreased from $1.69 per Mcfe in the first nine months of 1998 to $1.06 per Mcfe in the first nine months of 1999. These decreases were primarily the result of the $160.7 million write-down of certain permanently impaired assets in the fourth quarter of 1998. Interest expense increased $1.2 million (5%) from approximately $24.5 million in the first nine months of 1998 to approximately $25.7 million in the first nine months of 1999 due to an increase in average outstanding borrowings and higher blended interest rates. The Company incurred $920,000 and $289,000 in additional interest expense during the first nine months of 1999 and 1998, respectively, related to interest rate swaps. 12 15 Exploration and production segment revenues decreased $6.7 million (10%) from $68.1 million in the first nine months of 1998 to $61.4 million in the first nine months of 1999. This decrease was due to decreases in gas prices and the volume of oil and natural gas sold offset by an increase in the average price paid for the Company's oil. Segment loss before income taxes decreased $12.4 million (43%) from $28.6 million in the first nine months of 1998 to $16.2 million in the first nine months of 1999. This decrease was due primarily to a $18.4 million decrease in depreciation, depletion and amortization expense offset by a $6.8 million decrease in the segment's operating margin. Gas marketing and gathering segment revenues increased $1.2 million (4%) from $28.2 million in the first nine months of 1998 to $29.4 million in the first nine months of 1999. This increase was due to a $2.8 million increase in gas marketing revenues from third party gas sales. This increase in gas marketing revenues was offset by a $1.6 million decrease in gas gathering revenues resulting from reduced transportation rates to a major end user, reduced gas gathering volumes due to normal production declines and a reduction in the Company's drilling activity. Segment income before income taxes decreased $627,000 (33%) from $1.9 million in the first nine months of 1998 to $1.3 million in the first nine months of 1999 due primarily to a $600,000 decrease in the gas marketing and gathering segment operating margin. Oilfield sales and service segment revenues decreased $7.8 million (44%) from $17.9 million in the first nine months of 1998 to $10.1 million in the first nine months of 1999. This decrease was primarily the result of the sale of the Company's TOPS subsidiary and work deferred by the Company and third parties due to a prolonged period of low oil and gas prices. Segment loss before income taxes increased $2.9 million from $1.7 million in the first nine months of 1998 to $4.6 million in the first nine months of 1999 due primarily to the $2.8 million loss on the sale of TOPS. 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 natural gas. The Company's current ratio at September 30, 1999 was .94 to 1.00. During the first nine months of 1999, working capital increased $3.3 million from a deficit of $6.3 million to a deficit of $3.0 million. The Company's operating activities provided cash flows of $14.9 million during the first nine months of 1999. On June 27, 1997, the Company entered into a senior revolving credit agreement with several lenders. These lenders 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 credit agreement is a senior revolving credit facility which is secured by substantially all of the Company's assets. The 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 8.6% at September 30, 1999. The borrowing base is determined by an evaluation of the Company's proved developed reserves, proved undeveloped reserves and related processing and gathering assets and other assets of the Company, adjusted by the engineering committee of the banks 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 redetermined annually. If more than 75% of the borrowing base is utilized, the borrowing base will be redetermined semi-annually. 13 16 The Company's borrowing base at December 31, 1998 was $170 million. On January 15, 1999, the Company's borrowing base was redetermined at $126 million. The Company had $154 million outstanding under this agreement at December 31, 1998 which resulted in the Company having a borrowing base deficiency of $28 million. The Company agreed with the lenders to reduce this deficiency by $14 million on March 22, 1999 and by $14 million on May 10, 1999. On March 22, 1999, the Company made the $14 million payment to reduce the outstanding amount under the credit agreement to $140 million. On May 10, 1999, the Company and its lenders further amended the credit agreement to increase the Company's borrowing base to $136 million, subject to redetermination in November 1999, and the Company paid $4 million to reduce the outstanding loan balance to $136 million. The funds for these payments were provided by internally generated cash flow and $14 million in term loans provided by Chase Manhattan Bank. The Company was further required to make additional payments of $5 million on the earlier of the receipt of aggregate proceeds from asset sales totaling $5 million or August 10, 1999 and $5 million on November 9, 1999, which would lower the borrowing base and outstanding balance to $126 million. The Company paid $5 million on July 29, 1999 and $6 million on September 10, 1999 to reduce the outstanding balance to $125 million at September 30, 1999. Future borrowing base revisions will require approval from all lenders and any deficiency must be repaid within 30 days of the effective date of the redetermination. The lenders have not completed the November 1999 redetermination. The amended agreement increased the interest rate to LIBOR plus 2.5% and provided certain covenant ratio relief. The Company paid approximately $2 million in fees to the lenders and expenses associated with the amendment. The Company's $14 million in term loans from Chase Manhattan Bank are due on June 27, 2000 with interest payable at LIBOR plus 2.5%. The Company expects to be able to meet its 1999 debt service requirements through internally generated cash flow, the sale of non-strategic assets and additional debt. The credit agreement contains a number of covenants that, among other things, restricts 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 restricts certain corporate activities. In addition, under the credit agreement, the Company is required to maintain specified financial ratios and tests, including minimum interest coverage ratios and maximum leverage ratios. The agreement requires a minimum working capital ratio of 1.00 to 1.00. As of September 30, 1999, the Company's working capital ratio was .94 to 1.00. As part of the May 10, 1999 amendment, the Company and its lenders have agreed to exclude the current portion of certain long term debt from this calculation. After making these adjustments the working capital ratio as of September 30, 1999 was 1.32 to 1.00. The Company issued $225 million of 9.875% Senior Subordinated Notes on June 27, 1997. The notes mature June 15, 2007. Interest is payable semiannually on June 15 and December 15 of each year. 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 immediately after the occurrence of such redemption; and provided, further, that such redemption shall occur within 14 17 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 in control. The notes were issued pursuant to an indenture which 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. The Company currently expects to spend approximately $4 million during 1999 on its drilling activities and other capital expenditures. The Company intends to finance such activities, as well as its acquisition program, through its available cash flow, available revolving credit line or additional debt. 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. From time to time the Company may enter into interest rate swaps to hedge the interest rate exposure associated with the credit facility, whereby a portion of the Company's floating rate exposure is exchanged for a fixed interest rate. During October 1997, the Company entered into two interest rate swap arrangements covering $90 million of debt. The Company swapped $40 million of floating three-month LIBOR for a fixed rate of 7.485% (which includes an applicable margin of 1.5%) for three years, extendible at the institution's option for an additional two years. The Company also swapped $50 million of floating three-month LIBOR for a fixed rate of 7.649% (which includes an applicable margin of 1.5%) for five years. During June 1998, the Company entered into a third interest rate swap covering $50 million of debt. The Company swapped $50 million of floating rate three-month LIBOR for a fixed rate of 7.2825% (which includes an applicable margin of 1.5%) for three years. Effective with the May 10, 1999 amendment to the credit agreement, the applicable margin relating to these swaps was increased from 1.5% to 2.5%. To manage its exposure to natural gas price volatility, the Company may partially hedge its physical gas sales prices by selling futures contracts on the New York Merchantile Exchange ("NYMEX") or by selling NYMEX based commodity derivative contracts which are placed with major financial institutions that the Company believes are minimal credit risks. The contracts may take the form of futures contracts, swaps or options. The Company had a pretax loss on its hedging activities of $472,000 in the third quarter of 1999 and a pretax gain of $494,000 in the third quarter of 1998. At September 30, 1999, the Company had open futures contracts covering 2.2 Bcf of 1999 gas production at a weighted average NYMEX price of $2.44 per Mcf which represented a net unrealized loss of $627,000. As of September 30, 1999, the Company has hedged 9.8 Bcf of 2000 and 2001 natural gas production at a weighted average NYMEX price of $2.42 per Mcf which represented a net unrealized loss of $1,620,000. READINESS FOR YEAR 2000 Like most companies, the Company is faced with the Year 2000 ("Y2K") issue. The Y2K problem arose because many existing computer programs use only the last two digits to refer to a year. This does not allow programs to properly recognize a year that begins with "20" instead of "19". Any computer programs that have date-sensitive software may recognize a date using "00" as the year 1900 instead of the year 2000. This could result in system failures and miscalculations causing disruptions of operations or financial processes, such as equipment failures or a temporary inability to process transactions or send invoices. 15 18 The Company has taken actions to understand the nature and extent of the work required to make its systems and operations Y2K compliant. A project team is responsible for coordinating the assessment, remediation, testing and implementation of the necessary modifications to its key applications (which consist of third party software, hardware and embedded chip systems, as well as internally developed computer applications). To date, the team has identified potential risks to the Company and has replaced the Company's major legacy systems and envisions no major disruptions to operations. An inventory of hardware and software and all peripheral systems is complete and was prioritized for upgrade or replacement. A testing plan has been developed, and the Company has completed testing of its mission-critical systems. The Company intends to monitor and compare the estimated costs associated with its actions to actual costs. Estimated additional costs for making the necessary changes (primarily installation of current releases of operating systems and application software) to such systems, including implementation and testing efforts, are expected to range from $250,000 to $350,000 not including internal costs. This estimate is based on various factors including availability of internal and external resources and complexity of the software applications. Such estimate does not include costs of new systems for which the principal justification is improved business functionality, rather than Y2K compliance. While the Company has enlisted the guidance of various industry experts in the project planning process, it does not rely on the assistance of outside consultants to direct the project. Employees assigned to the project have integrated their responsibilities into normal operations. The Company does not separately track the internal costs incurred in connection with the project. Such internal costs consist primarily of payroll costs for the employees assigned to the project. Approximately $225,000 has been incurred as of October 31, 1999 for equipment upgrades and the services of third party contractors through the testing and implementation phases of the project. The Company's goal is to ensure that all of its critical systems and processes remain functional. Since certain systems may be interrelated with systems outside the Company's control, there can be no assurance that all implementations will be successful. The Company has completed identification of its critical relationships with outside vendors, customers and business partners and has requested confirmation of Y2K compliance from such third parties. Among these, special attention has been given to obtaining evidence of Y2K compliance from third-party transporters of natural gas, deemed as a critical element to the Company's uninterrupted business operations. The Company has prepared contingency plans to minimize any disruptions resulting from a vendor, supplier or customer not being Y2K compliant. Failure by the Company and/or its vendors, suppliers, and customers to complete Y2K compliance could have a material adverse effect on the Company's operations. Recognizing this risk, formal contingency plans have been developed by the Company. RECENT DEVELOPMENTS The Company named John L. Schwager as Chief Executive Officer on June 2, 1999. Mr. Schwager, 51, replaces Ronald L. Clements who announced his retirement the previous month. Mr. Schwager has worked in the oil and gas industry for 30 years. From October 1987 to August 1997, he served as President and CEO of Alamco, Inc., which was a publicly-traded independent oil and gas company with operations in the Appalachian Basin. In addition to Alamco, Mr. Schwager has held executive and management positions with TGX Corporation, Houston; Callon Petroleum Company, Natchez, Mississippi, and Shell Oil Company in New Orleans. He graduated from the University of Missouri at Rolla in 1970 with a Bachelor of Science degree in Petroleum Engineering. 16 19 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, gas marketing activity, the uncertainties of reserve estimates, environmental risks, availability of financing, the Company's readiness for Y2K as well as potential adverse consequences related to third party Y2K compliance 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. PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits (27) Financial Data Schedule (b) Reports on Form 8-K None 17 20 SIGNATURES - -------------------------------------------------------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BELDEN & BLAKE CORPORATION Date: November 10, 1999 By: /s/ John L. Schwager --------------------------- ------------------------------------- John L. Schwager, Director, President and Chief Executive Officer Date: November 10, 1999 By: /s/ Robert W. Peshek ---------------------------- ------------------------------------- Robert W. Peshek, Vice President and Chief Financial Officer 18
EX-27 2 EXHIBIT 27
5 0000880114 BELDEN & BLAKE CORPORATION 1,000 9-MOS DEC-31-1999 JAN-01-1999 SEP-30-1999 13,228 0 25,717 0 3,067 45,860 581,866 274,513 373,287 48,868 352,494 0 0 1,023 (50,039) 373,287 98,038 101,351 54,968 54,968 47,405 0 25,668 (26,690) (9,988) (16,702) 0 0 0 (16,702) 0 0
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