UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the period ended June 30, 2004 or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number 1-12396
THE BEARD COMPANY
(Exact name of registrant as specified in its charter)
Oklahoma 73-0970298
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Enterprise Plaza, Suite 320
5600 North May Avenue
Oklahoma City, Oklahoma 73112
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (405) 842-2333
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. Yes [X] No [ ]
Indicate by a check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of August 9, 2004.
Common Stock $.0006665 par value - 4,657,690
THE BEARD COMPANY
INDEX
PART I. FINANCIAL INFORMATION Page
----
Item 1. Financial Statements............................................3
Balance Sheets - June 30, 2004 (Unaudited) and
December 31, 2003..................................................3
Statements of Operations - Three Months and Six Months
ended June 30, 2004 and 2003 (Unaudited)...........................4
Statements of Shareholders' Equity (Deficiency) - Year ended
December 31, 2003 and Six Months ended June 30, 2004 (Unaudited)...5
Statements of Cash Flows - Six Months ended
June 30, 2004 and 2003 (Unaudited).................................6
Notes to Financial Statements (Unaudited).............................8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations..................15
Item 3. Quantitative and Qualitative Disclosures About Market Risk.....22
Item 4. Controls and Procedures........................................22
PART II. OTHER INFORMATION
Item 1. Legal Proceedings..............................................23
Item 2. Changes in Securities and Use of Proceeds......................23
Item 3. Defaults Upon Senior Securities................................23
Item 4. Submission of Matters to a Vote of Security Holders............24
Item 5. Other Information..............................................25
Item 6. Exhibits and Reports on Form 8-K...............................25
Signatures...............................................................26
PART 1. FINANCIAL INFORMATION.
Item 1. Financial Statements
THE BEARD COMPANY AND SUBSIDIARIES
Balance Sheets
June 30, 2004 (Unaudited) and December 31, 2003
June 30, December 31,
Assets 2004 2003
--------------------- ---------------------
Current assets:
Cash and cash equivalents $ 431,000 $ 216,000
Accounts receivable, less allowance for doubtful
receivables of $97,000 in 2004 and 2003 102,000 89,000
Prepaid expenses and other assets 277,000 34,000
Assets of discontinued operations held for sale 40,000 55,000
--------------------- ---------------------
Total current assets 850,000 394,000
--------------------- ---------------------
Investments and other assets 103,000 81,000
Property, plant and equipment, at cost 1,865,000 1,843,000
Less accumulated depreciation, depletion and amortization 1,418,000 1,392,000
--------------------- ---------------------
Net property, plant and equipment 447,000 451,000
--------------------- ---------------------
Intangible assets, at cost 131,000 183,000
Less accumulated amortization 92,000 168,000
--------------------- ---------------------
Net intangible assets 39,000 15,000
--------------------- ---------------------
$ 1,439,000 $ 941,000
===================== =====================
Liabilities and Shareholders' Equity (Deficiency)
Current liabilities:
Trade accounts payable $ 73,000 $ 133,000
Accrued expenses 340,000 325,000
Short-term debt 1,000 32,000
Short-term debt - related entities - 661,000
Current maturities of long-term debt 121,000 5,000
Current maturities of long-term debt - related entities 162,000 -
Liabilities of discontinued operations held for sale 99,000 92,000
--------------------- ---------------------
Total current liabilities 796,000 1,248,000
--------------------- ---------------------
Long-term debt less current maturities 385,000 1,215,000
Long-term debt - related entities 3,347,000 3,668,000
Other long-term liabilities 140,000 143,000
Shareholders' equity (deficiency):
Convertible preferred stock of $100 stated value;
5,000,000 shares authorized; 27,838 shares, issued
and outstanding 889,000 889,000
Common stock of $.0006665 par value per share; 15,000,000
shares authorized; 4,657,690 shares issued and outstanding 3,000 3,000
Capital in excess of par value 38,045,000 37,941,000
Accumulated deficit (42,151,000) (44,151,000)
Accumulated other comprehensive loss (15,000) (15,000)
--------------------- ---------------------
Total shareholders' equity (deficiency) (3,229,000) (5,333,000)
--------------------- ---------------------
Commitments and contingencies (note 7)
$ 1,439,000 $ 941,000
===================== =====================
See accompanying notes to financial statements.
THE BEARD COMPANY AND SUBSIDIARIES
Statements of Operations
(Unaudited)
For Three Months Ended For Six Months Ended
------------------------------- -------------------------------
June 30, June 30, June 30, June 30,
2004 2003 2004 2003
-------------- --------------- -------------- ---------------
Revenues:
Coal reclamation $ 18,000 $ - $ 18,000 $ 42,000
Carbon dioxide 163,000 116,000 326,000 243,000
China - - - -
e-Commerce 4,000 - 29,000 25,000
Other - 1,000 - 1,000
-------------- --------------- -------------- ---------------
185,000 117,000 373,000 311,000
-------------- --------------- -------------- ---------------
Expenses:
Coal reclamation 138,000 139,000 274,000 270,000
Carbon dioxide 45,000 31,000 76,000 64,000
China 143,000 167,000 277,000 337,000
e-Commerce 30,000 27,000 58,000 59,000
Other 2,000 3,000 12,000 18,000
Selling, general and administrative 231,000 239,000 430,000 448,000
Depreciation, depletion & amortization 15,000 52,000 38,000 98,000
-------------- --------------- -------------- ---------------
604,000 658,000 1,165,000 1,294,000
-------------- --------------- -------------- ---------------
Operating profit (loss):
Coal reclamation (121,000) (139,000) (256,000) (228,000)
Carbon dioxide 108,000 76,000 230,000 160,000
China (144,000) (167,000) (278,000) (338,000)
e-Commerce (27,000) (29,000) (32,000) (37,000)
Other, primarily corporate (235,000) (282,000) (456,000) (540,000)
-------------- --------------- -------------- ---------------
(419,000) (541,000) (792,000) (983,000)
Other income (expense):
Interest income - 1,000 1,000 1,000
Interest expense (138,000) (135,000) (259,000) (263,000)
Equity in operations of unconsolidated affiliates 70,000 57,000 138,000 109,000
Gain on settlement 117,000 - 2,943,000 -
Gain on sale of assets 73,000 1,000 76,000 1,000
Other 2,000 (5,000) (5,000) (5,000)
-------------- --------------- -------------- ---------------
Earnings (loss) from continuing operations
before income tax benefit (expense) (295,000) (622,000) 2,102,000 (1,140,000)
Income tax benefit (expense) (12,000) - (109,000) -
-------------- --------------- -------------- ---------------
Earnings (loss) from continuing operations (307,000) (622,000) 1,993,000 (1,140,000)
Earnings (loss) from discontinued operations 4,000 (15,000) 7,000 5,000
-------------- --------------- -------------- ---------------
Net earnings (loss) $ (303,000) $ (637,000) $ 2,000,000 $ (1,135,000)
============== =============== ============== ===============
Net earnings (loss) per average common share outstanding:
Basic:
Earnings (loss) from continuing operations $ (0.06) $ (0.14) $ 0.38 $ (0.26)
Loss from discontinued operations 0.00 (0.00) 0.00 0.00
-------------- --------------- -------------- ---------------
Net earnings (loss) $ (0.06) $ (0.14) $ 0.38 $ (0.26)
============== =============== ============== ===============
Net earnings (loss) per average common share outstanding:
Diluted:
Earnings (loss) from continuing operations $ (0.06) $ (0.14) $ 0.33 $ (0.26)
Loss from discontinued operations 0.00 (0.00) 0.00 0.00
-------------- --------------- -------------- ---------------
Net earnings (loss) $ (0.06) $ (0.14) $ 0.33 $ (0.26)
============== =============== ============== ===============
Weighted average common shares outstanding:
Basic 5,239,000 4,545,000 5,239,000 4,429,000
============== =============== ============== ===============
Diluted 5,239,000 4,545,000 6,137,000 4,429,000
============== =============== ============== ===============
Adjusted to reflect 2-for-1 stock split effective August 6, 2004.
See accompanying notes to financial statements.
THE BEARD COMPANY AND SUBSIDIARIES
Statements of Shareholders' Equity (Deficiency)
Total
Accumulated Common
Capital in Other Shareholders'
Preferred Common Excess of Accumulated Comprehensive Treasury Equity
Stock Stock Par Value Deficit Income Stock (Deficiency)
---------- ---------- ------------ ------------- ------------- ---------- -------------
Balance, December 31, 2002 $ - $ 3,000 $ 38,207,000 $(41,182,000) $( 15,000) $(1,846,000) $(4,833,000)
Net loss - - - (1,611,000) - - (1,611,000)
Comprehensive income:
Foreign currency translation
adjustment - - - - - - -
------------
Comprehensive loss - - - - - - (1,611,000)
------------
Expiration of mandatory redemption
option for preferred stock 889,000 - - - - - 889,000
Issuance of stock warrants - - 24,000 - - - 24,000
Reservation of shares pursuant to deferred
compensation plan - - 198,000 - - - 198,000
Issuance of shares pursuant to termination
of deferred stock compensation plan - - (488,000) (1,358,000) - 1,846,000 -
---------- ---------- ------------ ------------- ----------- ------------ ------------
Balance, December 31, 2003 889,000 3,000 37,941,000 (44,151,000) ( 15,000) - (5,333,000)
Net earnings, six months ended June 30, 2004
(unaudited) - - - 2,000,000 - - 2,000,000
Comprehensive income:
Foreign currency translation
adjustment (unaudited) - - - - - - -
------------
Comprehensive loss (unaudited) - - - - - - 2,000,000
------------
Issuance of stock warrants (unaudited) - - 5,000 - - - 5,000
Reservation of shares pursuant to deferred
compensation plan (unaudited) - - 99,000 - - - 99,000
---------- ---------- ------------ ------------- ----------- ------------ ------------
Balance, June 30, 2004 (unaudited) $ 889,000 $ 3,000 $ 38,045,000 $(42,151,000) $( 15,000) $ - $(3,229,000)
========== ========== ============ ============= =========== ============ ============
See accompanying notes to financial statements.
THE BEARD COMPANY AND SUBSIDIARIES
Statements of Cash Flows
(Unaudited)
For the Six Months Ended
----------------------------------------
June 30, 2004 June 30, 2003
----------------------------------------
Operating activities:
Cash received from customers $ 359,000 $ 283,000
Gain on settlement 2,943,000 -
Cash paid to suppliers and employees (1,383,000) (1,144,000)
Interest received 1,000 1,000
Interest paid (606,000) (72,000)
Operating cash flows of discontinued operations 14,000 (22,000)
------------------ ------------------
Net cash provided by (used in) operating activities 1,328,000 (954,000)
------------------ ------------------
Investing activities:
Acquisition of property, plant and equipment (20,000) (18,000)
Proceeds from sale of assets 126,000 1,000
Proceeds from sale of assets of discontinued operations 49,000 216,000
Investment in and advances to fifty percent-owned
subsidiary in Mexico - (1,000)
Investment in and advances to fifty percent-owned
subsidiary in China - (35,000)
Advances for notes receivable - (2,000)
Payments on notes receivable - 2,000
Other (132,000) 99,000
------------------ ------------------
Net cash provided by investing activities 23,000 262,000
------------------ ------------------
Financing activities:
Proceeds from term notes 650,000 874,000
Payments on line of credit and term notes (1,393,000) (303,000)
Proceeds from related party debt 715,000 376,000
Payments on related party debt (1,073,000) (192,000)
Capitalized costs associated with issuance of debt (36,000) (66,000)
Other 1,000 -
------------------ ------------------
Net cash provided by (used in) financing activities (1,136,000) 689,000
------------------ ------------------
Net increase (decrease) in cash and cash equivalents 215,000 (3,000)
Cash and cash equivalents at beginning of period 216,000 79,000
------------------ ------------------
Cash and cash equivalents at end of period $ 431,000 $ 76,000
================== ==================
Continued
THE BEARD COMPANY AND SUBSIDIARIES
Statements of Cash Flows
(Unaudited)
Reconciliation of Net earnings (loss) to Net Cash Provided by (Used in) Operating Activities:
For the Six Months Ended
----------------------------------------
June 30, 2004 June 30, 2003
----------------------------------------
Net earnings (loss) $ 2,000,000 $ (1,135,000)
Adjustments to reconcile net earnings (loss) to net cash
provided by (used in) operating activities:
Depreciation, depletion and amortization 38,000 98,000
Gain on sale of assets (76,000) (1,000)
Gain on sale of assets of discontinued operations (21,000) (51,000)
Equity in operations of unconsolidated affiliates (138,000) (109,000)
Noncash compensation expense 104,000 80,000
Net cash used by discontinued operations offsetting
accrued impairment loss (3,000) (7,000)
Other 9,000 1,000
(Increase) decrease in accounts receivable, prepaid expenses
and other current assets (56,000) 16,000
Increase (decrease) in accounts payable, accrued
expenses and other liabilities (529,000) 154,000
------------------ ------------------
Net cash provided by (used in) operating activities $ 1,328,000 $ (954,000)
================== ==================
See accompanying notes to financial statements.
THE BEARD COMPANY AND SUBSIDIARIES
Notes to Financial Statements
June 30, 2004 and 2003
(Unaudited)
(1) Summary of Significant Accounting Policies
Basis of Presentation
---------------------
The accompanying financial statements and notes thereto have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission. Accordingly, certain disclosures normally prepared in
accordance with accounting principles generally accepted in the United
States have been omitted. The accompanying financial statements and notes
thereto should be read in conjunction with the audited consolidated
financial statements and notes thereto included in The Beard Company's 2003
annual report on Form 10-K.
The accompanying financial statements include the accounts of The Beard
Company and its wholly and majority-owned subsidiaries in which The Beard
Company has a controlling financial interest ("Beard" or the "Company").
Subsidiaries and investees in which Beard does not exercise control are
accounted for using the equity method. All significant intercompany
transactions have been eliminated in the accompanying financial statements.
The financial information included herein is unaudited; however, such
information reflects solely normal recurring adjustments which are, in the
opinion of management, necessary for a fair presentation of the results for
the interim periods presented.
The results of operations for the three and six-month periods ended June
30, 2004, are not necessarily indicative of the results to be expected for
the full year.
The Company's current significant operations are within the following
segments: (1) the Coal Reclamation ("Coal") Segment, (2) the Carbon Dioxide
("CO2") Segment, (3) the China ("China") Segment, and (4) the e-Commerce
("e-Commerce") Segment.
The Coal Segment is in the business of operating coal fines reclamation
facilities in the U.S. and provides slurry pond core drilling services,
fine coal laboratory analytical services and consulting services. The CO2
Segment consists of the production of CO2 gas. The China Segment is
continuing to pursue environmental opportunities in China focusing on the
installation and construction of facilities which utilize the proprietary
composting technology of Real Earth United States Enterprises, Inc. The
e-Commerce Segment consists of a 71%-owned subsidiary whose activities are
aimed at developing business opportunities to leverage starpay.com,
l.l.c.'s intellectual property portfolio of Internet payment methods and
security technologies.
All share, per share and exercise price figures referred to have been
adjusted to reflect the 2-for-1 stock split effective August 6, 2004.
Reclassifications
-----------------
Certain 2003 balances have been reclassified to conform to the 2004
presentation.
(2) Ability to Fund Operations and Continue as a Going Concern
Overview
--------
The accompanying financial statements have been prepared based upon the
Company's belief that it will continue as a going concern. Despite the fact
that the Company's revenues from continuing operations had declined in each
of the four preceding years, they increased in 2004. The Company has
incurred operating losses and negative cash flows from operations during
each of the last six years. Meanwhile, the Coal Segment is currently
pursuing a number of different projects, which are in various stages of
negotiation. Due to the significant improvement in market conditions in the
coal industry in recent months the Company now expects to commence at least
two, and possibly three, of these projects by year-end. If such projects
materialize as expected it will enable the segment to achieve profitability
for the first time since 1998 and we expect that this will enable the
segment to remain profitable for a number of years. The exact timing of the
projects is uncertain but, subject to finalizing the definitive agreements,
all three projects are considered to have a high probability of activity.
(See "Additional Details" below).
Moreover, the long-awaited Settlement in the McElmo Dome litigation has now
been received. A total of $1,162,000 was received on July 31, 2003,
$2,826,000 was received on March 26, 2004, and $117,000 was received on May
12, 2004. Receipt of the Settlement substantially increases the likelihood
that 2004 will be a profitable year while at the same time enhancing the
Company's liquidity and bolstering its balance sheet ratios. The Company is
continuing to pursue financing for fertilizer projects in China. Such
efforts have not been successful to date; accordingly, the Company has
broadened its efforts to include the pursuit of funding for a mini-plant to
serve as a demonstration plant for our licensed technology. In addition,
the Company finalized its first licensing arrangement in its e-Commerce
Segment in March of 2003. Although the e-Commerce licensing arrangement
will not make the segment profitable in 2004, the Company believes the
arrangement has the potential to make the segment profitable in 2005 and
subsequent years.
Beginning in January 2002 and continuing through June 30, 2004, the Company
took a number of steps to reduce its negative cash flow. The Company's
Chairman and President each deferred a major portion of their base salary
into the Company's deferred stock compensation plans (the "DSC Plans"), and
the Company's outside directors deferred all of their directors' fees into
such plans. The Chairman of Beard Technologies has deferred a portion of
his salary until the first coal project is generating positive cash flow.
The Company has suspended its 100% matching contribution (up to a cap of 5%
of gross salary) under its 401(k) Plan. In addition, four private debt
placements raised gross proceeds of $3,029,000 during such period. The
fourth debt placement totaling $1,200,000, was completed in June of 2004.
The offering raised a net of $1,163,000 of working capital, after
reductions for expenses, for the Company. The notes were accompanied by
warrants to purchase a total of 480,000 shares of Beard Company stock at
exercise prices ranging from $0.135 to $0.23 per share. The notes bear
interest at an annual rate equal to the Wall Street Journal Prime Rate plus
4%, with a floor of 10%. The Company will pay interest only until November
30, 2004 and will then amortize the notes with equal payments of principal
and interest over the ensuing eight quarters. The note holders will also
collectively receive at maturity a bonus/production payment equivalent to
approximately $1 per ton for the coal recovered during the term of the
notes from one of the reclamation projects which the Company expects to
commence prior to year-end. The total amount for the bonus/production
payment is expected to equal $568,000. As a result of the estimated
bonus/production payment, these notes have an effective interest rate of
29%. These borrowings were supplemented in November of 2003 by a loan of
$200,000 from a related party, in December of 2003 by a loan of $103,000
from an unconsolidated subsidiary, and in February and March of 2004 by a
$125,000 loan from a local bank. All three of these loans were repaid in
the 2004 second quarter. These measures enabled the Company to continue
operating until the Settlement was finalized. As a result there has been a
substantial amount of dilution to the Company's common equity. During such
period 1,158,000 warrants were issued in connection with the private debt
placements, and 1,130,000 Stock Units were accrued in the participants'
accounts as a result of deferrals of salary into the DSC Plans. Additional
dilution also occurred due to an adjustment to the Preferred Stock
conversion ratio resulting from the issuance of the warrants and the salary
deferrals. Termination of two of the DSC Plans resulted in the issuance of
1,000,000 common shares in 2003, leaving 581,000 Stock Units accrued in the
remaining plan at June 30, 2004.
The Company is preparing to commence another private debt placement which
is targeted to raise a total of $1,800,000 to $2,700,000 if fully
subscribed. This offering, if successfully concluded, will provide the
equity needed to secure USDA financing for one of the coal projects which
the Company expects to commence during the fourth quarter of 2004. The
securities offered in the upcoming private debt placement will not be
registered under the Securities Act of 1933 and may not be offered or sold
in the United States absent registration or an applicable exemption from
the registration requirements.
Additional Details
------------------
Following receipt of the second installment of the McElmo Dome Settlement,
the Company paid down $2,620,000 of its indebtedness which totaled
$5,581,000 at year-end 2003. Cash and cash equivalents increased from
$216,000 at December 31, 2003, to $431,000 at June 30, 2004.
The Company's principal business is coal slurry pond reclamation, and this
is where management's operating attention is primarily focused. The Coal
Segment is currently pursuing a number of different projects. In mid-July
the Company announced that Beard Technologies had signed an agreement with
a subsidiary of DTE Energy Company, a New York Stock Exchange listed
company based in Detroit, Michigan. Beard Technologies will provide the
expertise, labor, materials and certain necessary equipment to provide
dredging services for the other party during the intial two-year agreement
term. The term is extendible at the other party's option for an additional
term of up to four years. Work on this project has already started and is
currently generating profits and positive cash flow. The Company expects to
finalize the definitive agreement on another project shortly, and to
commence work on this project immediately thereafter. The Company
anticipates financing this project through a loan from the U.S. Department
of Agriculture with funds from the new debt placement providing the equity
needed to secure the loan. In addition, several other projects are in
various stages of negotiation. However, except for the first project, no
definitive contracts have as yet been signed on any of the projects. There
is no assurance that the required financing will be obtained or that any of
these additional projects will materialize.
The China Segment has obtained exclusive license agreements for two
composting technologies and has been pursuing financing for fertilizer
projects in several different areas. The Company is of the opinion that
there is an adequate market for a number of such projects in each of the
areas involved. During the last 90 days the segment has spent considerable
time designing a mini-plant which will (i) cost approximately $1,600,000,
and (ii) serve as the show case for the segment's technology. The Company
will be seeking financing for this plant during the fourth quarter of 2004.
To date no financing commitments have been received, and there is no
assurance that such financing efforts will be successful.
In addition, in April of 2004, the Company received cash of approximately
$122,000 from the sale of a portion of the property in a real estate
limited partnership. The Company also generated cash of $50,000 from the
sale of assets from two of its discontinued segments during the first six
months of 2004, and expects to generate at least $65,000 more from the
disposition of the remaining assets by year-end. It also has certain other
assets it can sell to generate cash if necessary.
The Company believes that if the current financing efforts are successful,
they will provide sufficient working capital to sustain the Company's
activities until the operations of the projects under development in the
Coal Segment have come on stream and the Company is generating positive
cash flow from operations. If such efforts are not successful or are only
partially successful, then a major restructuring of the Company's
operations will become necessary in the near term in order that the Company
can continue as a going concern.
(3) Discontinued Operations
ITF Segment
-----------
In 1999 the Company's Board of Directors adopted a formal plan to
discontinue its interstate travel facilities ("ITF") Segment. ITF recorded
no revenues or losses for the first half of 2004. The segment also recorded
no revenues for the first six months of 2003 and incurred $3,000 of income
and $5,000 of losses for the three and six-month periods, respectively. The
2003 losses were charged to operations.
As of June 30, 2004, the ITF Segment had no significant assets or
liabilities.
BE/IM Segment
-------------
In 1999 the Management Committee of a joint venture 40%-owned by the
Company adopted a formal plan to discontinue the business and dispose of
its assets. As a result, Beard's share of the venture's operating results
has been reported as discontinued for all periods presented in the
accompanying statements of operations. The joint venture was dissolved in
2000 and the Company took over the remaining assets and liabilities.
The Company recorded no revenues for either of the three or six-month
periods ended June 30, 2004 or 2003. The Company recorded $6,000 and
$21,000 in earnings for the three and six-month periods ending June 30,
2004 primarily as a result of the sale of equipment, and charged operating
losses of $1,000 and $4,000 against an accrual for anticipated expenses
related to the shutdown of one of its plants during the 2004 three and
six-month periods, respectively. The net losses for the three and six-month
periods ended June 30, 2003 were $4,000 and $7,000, respectively, and were
charged against the loss accrual.
As of June 30, 2004, the significant assets related to the operations
consisted primarily of equipment with no estimated net realizable value.
The significant liabilities related to remaining operations consisted
primarily of accrued expenses totaling $58,000 related to the shutdown of
operations. The Company is actively pursuing opportunities to sell the
remaining assets and expects the disposition to be completed by December
31, 2004.
WS Segment
----------
In August 2001 the Company made the decision to cease pursuing
opportunities in Mexico and the WS Segment was discontinued. In December
2001 all of the sand separators owned by the 100%-owned company in the WS
Segment were sold for $100,000. The Company is now pursuing the sale of all
remaining equipment owned by the segment.
The segment recorded no revenues for either the first half of 2004 or 2003.
Beard's share of operating results from the discontinued segment were
losses of $1,000 and $13,000 for the three and six-month periods ended June
30, 2004, respectively. Beard recorded a loss of $17,000 and income of
$11,000 for the three and six-month periods ended June 30, 2003,
respectively. Included in these results was a $45,000 gain on the sale of
equipment recorded in the first quarter of 2003.
As of June 30, 2004, the significant assets of the WS Segment consisted of
fixed assets with a recorded value of $39,000. The significant liabilities
of the entity consisted of trade accounts payable and accrued expenses
totaling $41,000. It is anticipated that all liabilities of the segment
will be paid prior to December 31, 2004.
(4) Convertible Preferred Stock
Effective January 1, 2003, the Company's preferred stock became convertible
into Beard common stock. Each share of Beard preferred stock was
convertible into 10.35093926 shares on August 9, 2004 (total of 288,149
shares). The conversion ratio will be adjusted as additional warrants are
issued or as additional shares of stock are credited to the accounts of the
Company's Chairman or President in the Company's Deferred Stock
Compensation Plan. Fractional shares will not be issued, and cash will be
paid in redemption thereof.
(5) Loss Per Share
Basic earnings (loss) per share data is computed by dividing earnings
(loss) attributable to common shareholders by the weighted average number
of common shares outstanding for the period. Diluted earnings per share
reflect the potential dilution that could occur if the Company's
outstanding stock options and warrants were exercised (calculated using the
treasury stock method) and if the Company's preferred stock were converted
to common stock.
Diluted loss per share from continuing operations in the statements of
operations for the three and six-month periods ended June 30, 2003 and the
three month period ended June 30, 2004 exclude potential common shares
issuable upon conversion of convertible preferred stock as the effect would
be anti-dilutive. Diluted earnings (loss) per share for the same periods
exclude potential common shares issuable upon exercise of stock options and
warrants, as the effect would be anti-dilutive.
The table below contains the components of the common share and common
equivalent share amounts (adjusted to reflect the 2-for-1 stock split
effected on August 6, 2004) used in the calculation of earnings (loss) per
share in the Company's statements of operations:
For the Three Months Ended For the Six Months Ended
------------------------------------- ----------------------------------
June 30, June 30, June 30, June 30,
2004 2003 2004 2003
------------------------------------- ----------------------------------
Basic EPS:
Weighted average common
shares outstanding 4,657,690 4,358,086 4,657,690 4,242,064
Shares in deferred stock
compensation plan treated
as common stock equivalents 580,904 187,160 580,904 187,160
------------------------------------- ----------------------------------
5,238,594 4,,545,246 5,238,594 4,429,224
===================================== ==================================
Diluted EPS:
Weighted average common
shares outstanding 4,657,690 4,358,086 4,657,690 4,242,064
Shares in deferred stock
compensation plan treated
as common stock equivalents 580,904 187,160 580,904 187,160
Convertible Preferred Shares
considered to be common
stock equivalents - - 288,149 -
Warrants issued in connection
with debt offerings treated
as common stock equivalents - - 610,000 -
------------------------------------- ----------------------------------
5,238,594 4,545,246 6,136,743 4,429,224
===================================== ==================================
(6) Income Taxes
In accordance with the provisions of the Statement of Financial Accounting
Standard No. 109, "Accounting for Income Taxes" ("SFAS No. 109"), the
Company's net deferred tax asset is being carried at zero book value, which
reflects the uncertainties of the Company's utilization of the future net
deductible amounts. The Company recorded a provision of $12,000 and $97,000
for federal alternative minimum taxes for the three and six-month periods
ended June 30, 2004, respectively. The Company recorded no provision for
taxes for the three or six-month periods ended June 30, 2003.
At June 30, 2004, the Company estimates that it had the following income
tax carryforwards available for both income tax and financial reporting
purposes (in thousands):
Expiration
Date Amount
---- ------
Federal regular tax operating loss carryforwards 2004-2008 $ 52,700
Tax depletion carryforward Indefinite $ 3,400
(7) Commitments and Contingencies
In the normal course of business various actions and claims have been
brought or asserted against the Company. Management does not consider them
to be material to the Company's financial position, liquidity or results of
operations.
The Company has an indemnity obligation to its institutional preferred
stockholder and one of its assignees for certain losses (i) arising out of
the ownership and/or operation of Beard Oil's former oil and gas assets,
including environmental liabilities; (ii) arising under any employee
benefit or severance plan; or (iii) relating to any misrepresentation or
inaccuracy in any representation made by the Company or Beard Oil in
connection with a restructure effected in 1993.
The Company has no liability under the indemnity obligation unless the
accumulated damage or loss incurred by the Buyer or its assignees in
connection with such Claims exceeds $250,000 in the aggregate. The maximum
amount of future payments that could be required under the indemnity has no
limitation. The principal exposure under the obligation would have been for
any environmental problems which existed, at the time of the sale, on the
oil and gas properties sold. If any Claims were to be made at this point
they would presumably need to be made first against any and all of the
subsequent owners of the properties involved; if any liability was then
determined to exist it would presumably be assigned first to such
subsequent owners. In the event the Company should be required to pay an
amount under this obligation, it does not believe any of such amount could
be recovered from third parties. However, during the over 10 years since
the date of the Restructure there have been no Claims, and the Company has
no reason to believe that there will be any. For these reasons, no reserve
has ever been established for the liability, because no liability is
believed to exist.
(8) Business Segment Information
The Company manages its business by products and services and by geographic
location (by country). The Company evaluates its operating segments'
performance based on earnings or loss from operations before income taxes.
The Company had four reportable segments in the first six months of 2004
and 2003: Coal, Carbon Dioxide, China and e-Commerce.
The Coal Segment is in the business of operating coal fines reclamation
facilities in the U.S. and provides slurry pond core drilling services,
fine coal laboratory analytical services and consulting services. The CO2
Segment consists of the production of CO2 gas. The China Segment is
pursuing environmental opportunities in China focusing on the installation
and construction of facilities which utilize the proprietary composting
technology of Real Earth United States Enterprises, Inc. The e-Commerce
Segment consists of a 71%-owned subsidiary whose activities are aimed at
developing business opportunities to leverage starpay.com, l.l.c.'s
intellectual property portfolio of Internet payment methods and security
technologies.
The following is certain financial information regarding the Company's
reportable segments (presented in thousands of dollars).
General corporate assets and expenses are not allocated to any of the
Company's operating segments; therefore, they are included as a reconciling
item to consolidated total assets and loss from continuing operations
before income taxes reported in the Company's accompanying financial
statements.
Carbon
Coal Dioxide China e-Commerce Totals
---- ------- ----- ---------- ------
Three months ended
------------------
June 30, 2004
-------------
Revenues from
external customers $ 18 $ 163 $ - $ 4 $ 185
Segment profit (loss) (121) 108 (144) (27) (184)
Three months ended
------------------
June 30, 2003
-------------
Revenues from
external customers $ - $ 116 $ - $ - $ 116
Segment profit (loss) (139) 76 (167) (29) (259)
Six months ended
----------------
June 30, 2004
-------------
Revenues from
external customers $ 18 $ 326 $ - $ 29 $ 373
Segment profit (loss) (256) 230 (278) (32) (336)
Segment assets 38 467 49 8 562
Six months ended
----------------
June 30, 2003
-------------
Revenues from
external customers $ 42 $ 243 $ - $ 25 $ 310
Segment profit (loss) (228) 160 (338) (38) (444)
Segment assets 27 479 57 13 576
Reconciliation of total reportable segment loss to consolidated earnings
(loss) from continuing operations before income taxes is as follows for the
three and six months ended June 30, 2004 and 2003 (in thousands):
For the Three Months For the Six Months
Ended Ended
----------------------------- -----------------------------
June 30, June 30, June 30, June 30,
2004 2003 2004 2003
-------------- ----------- ------------ -------------
Total loss for reportable segments $ (184) $ (259) $ (336) $ (444)
Net corporate income (expenses) not allocated
to segments (111) (363) 2,438 (696)
-----------------------------------------------------------
Total consolidated earnings (loss) for
continuing operations $ (295) $ (622) $ 2,102 $ (1,140)
===========================================================
THE BEARD COMPANY AND SUBSIDIARIES
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
THIS REPORT INCLUDES "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. ALL STATEMENTS OTHER THAN
STATEMENTS OF HISTORICAL FACTS INCLUDED OR INCORPORATED BY REFERENCE IN THIS
REPORT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING THE COMPANY'S FUTURE
FINANCIAL POSITION, BUSINESS STRATEGY, BUDGETS, PROJECTED COSTS AND PLANS AND
OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS, ARE FORWARD-LOOKING STATEMENTS.
IN ADDITION, FORWARD-LOOKING STATEMENTS GENERALLY CAN BE IDENTIFIED BY THE USE
OF FORWARD-LOOKING TERMINOLOGY SUCH AS "MAY," "WILL," "EXPECT," "INTEND,"
"PROJECT," "ESTIMATE," "ANTICIPATE," "BELIEVE," OR "CONTINUE" OR THE NEGATIVE
THEREOF OR VARIATIONS THEREON OR SIMILAR TERMINOLOGY. ALTHOUGH THE COMPANY
BELIEVES THAT THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE
REASONABLE, IT CAN GIVE NO ASSURANCE THAT SUCH EXPECTATIONS WILL PROVE TO HAVE
BEEN CORRECT. IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THE COMPANY'S EXPECTATIONS ("CAUTIONARY STATEMENTS") ARE
DISCLOSED UNDER "ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS" AND ELSEWHERE IN THIS REPORT. ALL
SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO THE
COMPANY, OR PERSONS ACTING ON ITS BEHALF, ARE EXPRESSLY QUALIFIED IN THEIR
ENTIRETY BY THE CAUTIONARY STATEMENTS. THE COMPANY ASSUMES NO DUTY TO UPDATE OR
REVISE ITS FORWARD-LOOKING STATEMENTS BASED ON CHANGES IN INTERNAL ESTIMATES OR
EXPECTATIONS OR OTHERWISE.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion focuses on material changes in the Company's
financial condition since December 31, 2003 and results of operations for the
quarter ended June 30, 2004, compared to the prior year second quarter and the
six months ended June 30, 2004 compared to the prior year six months. Such
discussion should be read in conjunction with the Company's financial statements
including the related footnotes.
In preparing the discussion and analysis, the Company has presumed readers
have read or have access to the discussion and analysis of the prior year's
results of operations, liquidity and capital resources as contained in the
Company's 2003 Form 10-K.
The Coal Segment is in the business of operating coal fines reclamation
facilities in the U.S. and provides slurry pond core drilling services, fine
coal laboratory analytical services and consulting services. The CO2 Segment
consists of the production of CO2 gas. The China Segment is pursuing
environmental opportunities in China focusing on the installation and
construction of facilities which utilize proprietary composting technology
licensed from third parties. The e-Commerce Segment consists of a 71%-owned
subsidiary which is engaged in a strategy to develop licensing agreements and
other fee based arrangements with companies implementing technology in conflict
with our intellectual property.
Material changes in financial condition - June 30, 2004 as compared with
December 31, 2003.
The following table reflects changes in the Company's financial condition
during the periods indicated:
June 30, December 31, Increase
2004 2003 (Decrease)
---- ---- ----------
Cash and cash equivalents $ 431,000 $ 216,000 $ 215,000
Working capital $ 54,000 $ (854,000) $ 908,000
Current ratio 1.07 to 1 0.32 to 1
During the first six months of 2004, the Company increased its working
capital by $908,000 from $(854,000) as of December 31, 2003. The Company
received a total of $2,943,000 from the second and third installments of the
McElmo Dome Settlement. The Company used $2,620,000 to repay debt and accrued
interest, including $1,348,000 to related parties. The Company placed it's 10%
Participating Notes, which infused over $1,163,000 in working capital in the
first half of 2004. Related entities purchased $700,000 of the 10% Participating
Notes. Proceeds from the sale of assets totaled $175,000 during the first half
of 2004. Net revenue from the Company's interest in its CO2 producing properties
provided $230,000 of working capital for the first half of 2004. $256,000 of
working capital were used to help fund the operations of the Coal Segment. The
China Segment utilized over $278,000 of working capital. $32,000 were used to
fund the startup activities of the e-Commerce Segment. The Company received
distributions of $68,000 from other investments, including Cibola. The remainder
of the working capital was utilized to fund other operations.
In 2002 the Company supplemented its $300,000 credit line with a commercial
bank by arranging for an increase in its credit line from an affiliate of the
Company's chairman. The long-term line of credit from the related party was
increased from $2,250,000 in September of 2001 to $3,000,000 in October of 2002
to provide additional working capital, and was supplemented by a $150,000
short-term line of credit from the same party in November of 2002, which was
increased to $375,000 in November of 2003. These lines were supplemented by (i)
four private placements of notes and warrants totaling $3,029,000 which were
completed in 2002, in February and July of 2003 and June of 2004, and (ii) loans
totaling $303,000 from a related party and an unconsolidated subsidiary in
November and December of 2003 and (iii) borrowings on a line of credit from a
bank totaling $125,000 in February and March of 2004. Such funds were needed to
provide additional working capital, improve liquidity and to bridge the gap
until the distribution of the McElmo Dome settlement had been completed. In
addition, the Company has been disposing of the remaining assets from its
discontinued segments as opportunities have become available and is continuing
to pursue the sale of the few remaining assets.
Receipt of the settlement from the McElmo Dome litigation has significantly
improved the Company's balance sheet, income statement, and debt ratios. The
Company received $1,162,000 of the settlement on July 31, 2003, $2,826,000 on
March 26, 2004, and $117,000 on May 12, 2004. Upon receipt of the second
installment of the settlement, the Company was able to eliminate $2,620,000 of
its total indebtedness and accrued interest.
The Company's principal business is coal slurry pond reclamation, and this
is where management's operating attention is primarily focused. The Coal Segment
is currently pursuing a number of different projects. In mid-July the Company
announced that Beard Technologies had signed an agreement with a subsidiary of
DTE Energy Company, a New York Stock Exchange listed company based in Detroit,
Michigan. Beard Technologies will provide the expertise, labor, materials and
certain necessary equipment to provide dredging services for the other party
during the intial two-year agreement term. The term is extendible at the other
party's option for an additional term of up to four years. Work on this project
has already started and is currently generating profits and positive cash flow.
The Company expects to finalize the definitive agreement on another project
shortly, and to commence work on this project immediately thereafter. The
Company anticipates financing this project through a loan from the U.S.
Department of Agriculture with funds from the new debt placement providing the
equity needed to secure the loan. The securities offered in this new debt
placement will not be registered under the Securities Act of 1933 and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements. In addition, several other
projects are in various stages of negotiation. However, except for the first
project, no definitive contracts have as yet been signed on any of the projects.
There is no assurance that the required financing will be obtained or that any
of these additional projects will materialize.
The China Segment has obtained exclusive license agreements for two
composting technologies and has been pursuing financing for fertilizer projects
in several different areas. The Company is of the opinion that there is an
adequate market for a number of such projects in each of the areas involved.
During the last 90 days the segment has spent considerable time designing a
mini-plant which will (i) cost approximately $1,600,000, (ii) be expected to
generate a high return on investment and (iii) serve as the show case for the
segment's technology. The Company will be seeking financing for this plant
during the fourth quarter of 2004. To date no financing commitments have been
received, and there is no assurance that such financing efforts will be
successful.
The Company is preparing to commence another private debt placement which
is targeted to raise a total of $1,800,000 to $2,700,000 if fully subscribed.
This offering, if successfully concluded, will provide the equity needed to
secure USDA financing for one of the coal projects which the Company expects to
commence during the fourth quarter of 2004. The securities offered in the
upcoming private debt placement will not be registered under the Securities Act
of 1933 and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements.
The Company believes that if the current financing efforts are successful,
they will provide sufficient working capital to sustain the Company's activities
until the operations of the projects under development in the Coal Segment have
come on stream and the Company is generating positive cash flow from operations.
If such efforts are not successful or are only partially successful, then a
major restructuring of the Company's operations will become necessary in the
near term in order that the Company can continue as a going concern.
Material changes in results of operations - Quarter ended June 30, 2004 as
compared with the Quarter ended June 30, 2003.
The net loss for the second quarter of 2004 was $303,000 compared to
$637,000 for the 2003 second quarter. Continuing operations posted a net loss of
$307,000 compared to a loss from continuing operations of $622,000 for the same
period in 2003. In addition, the Company's discontinued operations had income of
$4,000 for the second quarter of 2004 compared to a loss of $15,000 for the
second quarter of 2003.
The Coal Segment's revenues of $18,000 accounted for the decrease in the
segment's operating loss to $121,000 for the second quarter of 2004 compared to
$139,000 for the second quarter of 2003. The operating profit in the CO2 Segment
increased $32,000. The China Segment's loss for the second quarter of 2004
totaled $144,000 compared to $167,000 for the same period in 2003. The
e-Commerce Segment incurred operating losses of $27,000 for the second quarter
of 2004 compared to $29,000 in the second quarter of 2003. The operating loss in
Other activities for the second quarter of 2004 decreased $47,000 compared to
the same period in 2003. As a result, the operating loss for the current quarter
decreased $122,000 to $419,000 versus $541,000 in the corresponding quarter of
the prior year.
Operating results of the Company's primary operating Segments are reflected
below:
2004 2003
---- ----
Operating profit (loss):
Coal reclamation $(121,000) $(139,000)
Carbon dioxide 108,000 76,000
China (144,000) (167,000)
e-Commerce (27,000) (29,000)
--------------- --------------
Subtotal (184,000) (259,000)
Other (235,000) (282,000)
--------------- --------------
$(419,000) $(541,000)
=============== ==============
The "Other" in the above table reflects primarily general and corporate
activities, as well as other activities of the Company.
Coal reclamation
The segment recorded revenues of $18,000 for the second quarter of 2004
compared to none for the same period in 2003 as a result of performing several
consulting and coring jobs in the year 2004. Operating costs decreased $1,000 to
$138,000 for the second quarter of 2004 compared to $139,000 for the same period
in 2003.
Carbon dioxide
Second quarter 2004 operations reflected an operating profit of $108,000
compared to $76,000 for the 2003 second quarter. The sole component of revenues
for this segment is the sale of CO2 gas from the working and overriding royalty
interests of the Company's two carbon dioxide producing units in Colorado and
New Mexico. Operating revenues in this segment increased $47,000 to $163,000 for
the second quarter of 2004 compared to $116,000 for the same period in 2003. The
increase in revenue for the current quarter was primarily due to increased
pricing, with the Company receiving an average of $0.42 per mcf sold in the 2004
quarter versus $0.33 per mcf in the year earlier quarter.
China
The China Segment incurred an operating loss of $144,000 for the second
quarter of 2004 compared to $167,000 for the same period in 2003. The $23,000
smaller loss for the second quarter of 2004 compared to the same period in 2003
is attributable to lower costs in 2004 associated with the termination of the
relationship with a former partner in China partially offset by increased
expenses relating to the development of projects to utilize the proprietary
composting technology of REUSE.
e-Commerce
The e-Commerce Segment incurred an operating loss of $27,000 for the second
quarter of 2004 versus an operating loss of $29,000 in the prior year quarter.
The segment received $4,000 in revenue for the second quarter of 2004 compared
to none for the same period in 2003. This was partially offset by a $2,000
increase in operating expenses as the segment continues its efforts to develop
business opportunities to leverage its intellectual property portfolio of
Internet payment methods and security technologies.
Other corporate activities
Other corporate activities include general and corporate operations, as
well as assets unrelated to the Company's operating segments or held for
investment. These activities generated operating losses of $235,000 for the
second quarter of 2004 as compared to $282,000 for the same period of 2003. This
decrease in operating losses was due primarily to decreased amortization expense
associated with the costs of issuing the 10% subordinated debt capitalized in
2002 and 2003.
Selling, general and administrative expenses
The Company's selling, general and administrative expenses ("SG&A") in the
current quarter decreased slightly from $239,000 in the second quarter of 2003
to $231,000 for the same period in 2004.
Depreciation, depletion and amortization expenses
DD&A expense decreased $37,000 from $52,000 in the second quarter of 2003
to $15,000 in the same period of 2004. The decrease was due primarily to
decreased amortization expense associated with the capitalized costs of issuing
the 10% subordinated debt in 2002 and 2003. The majority of these costs were
fully amortized by the third quarter of 2003.
Other income and expenses
The other income and expenses for the second quarter of 2004 netted to
income of $124,000 for the second quarter of 2004 compared to a loss of $81,000
for the same period in 2003. Interest income was down $1,000 for the second
quarter of 2004 compared to the same period in 2003. Interest expense was $3,000
higher as a result of the increase in debt, primarily to related parties and the
issuance of the subordinated and participating debt.
The Company's equity in operations of unconsolidated affiliates reflected
income of $70,000 for the second quarter of 2004 compared to $57,000 for the
same period in 2003. Improved operating results for Cibola Corporation accounted
for the increase.
Income taxes
The Company recorded a provision for federal alternative minimum taxes of
$12,000 in the second quarter of 2004 compared to none for the same period in
2003. The Company has not recorded any financial benefit attributable to its
various tax carryforwards due to uncertainty regarding their utilization and
realization.
Discontinued operations
ITF Segment
-----------
In 1999 the Company's Board of Directors adopted a formal plan to
discontinue its interstate travel facilities ("ITF") Segment. ITF recorded no
revenues or losses for the second quarter of 2004 or 2003. The segment recorded
income in the amount of none and $3,000 for the three month periods ending June
30, 2004 and 2003, respectively. Included in this loss was a gain of $5,000 on
the sale of the last C-store and associated equipment.
The ITF Segment had no significant assets or liabilities as of June 30,
2004.
BE/IM Segment
-------------
In 1999 the Management Committee of a joint venture 40%-owned by the
Company adopted a formal plan to discontinue the business and dispose of its
assets. As a result, Beard's share of the venture's operating results has been
reported as discontinued for all periods presented in the accompanying
statements of operations. The joint venture was dissolved in 2000 and the
Company took over the remaining assets and liabilities.
The Company recorded no revenues for either of the three-month periods
ended June 30, 2004 or 2003. The Company recorded $6,000 in earnings for the
second quarter of 2004; primarily as a result of the sale of equipment, and
charged operating losses of $1,000 against an accrual for anticipated expenses
related to the shutdown of one of its plants during the three months ended June
30, 2004. The net losses for the three-month period ended June 30, 2003 were
$4,000, and were charged against the loss accrual.
As of June 30, 2004, the significant assets related to NABR's operations
consisted primarily of equipment with no estimated net realizable value. The
significant liabilities related to NABR's operations consisted primarily of
accrued expenses related to the shutdown of operations totaling $58,000. The
Company is actively pursuing opportunities to sell NABR's assets and expects the
disposition to be completed by December 31, 2004.
WS Segment
----------
In August 2001 the Company made the decision to cease pursuing
opportunities in Mexico and the WS Segment was discontinued. In December 2001
all of the sand separators owned by the 100%-owned company in the WS Segment
were sold for $100,000. The Company is now pursuing the sale of all remaining
equipment owned by the segment.
The segment recorded no revenues for either the second quarter of 2004 or
2003. Beard's share of operating results from the discontinued segment was a
loss of $1,000 for the three-month period ended June 30, 2004. Beard recorded a
loss of $17,000 for the three months ended June 30, 2003.
As of June 30, 2004, the significant assets of the WS Segment consisted of
fixed assets with a recorded value of $39,000. The significant liabilities of
the segment consisted of trade accounts payable and accrued expenses totaling
$57,000. It is anticipated that all liabilities of the segment will be paid
prior to December 31, 2004.
Material changes in results of operations - Six months ended June 30, 2004
as compared with the Six months ended June 30, 2003.
The Company recorded $2,000,000 in net income for the first six months of
2004 compared to a net loss of $1,135,000 the first six months of the prior
year. Continuing operations posted earnings of $1,993,000 compared to losses of
$1,140,000 for the same period in 2003. In addition, the Company had income of
$7,000 and $5,000 from discontinued operations for the first half of 2004 and
2003, respectively.
Operating results of the Company's primary operating segments are reflected
below:
2004 2003
---------------- ----------------
Operating profit (loss):
Coal reclamation $ (256,000) $ (228,000)
Carbon dioxide 230,000 160,000
China (278,000) (338,000)
e-Commerce (32,000) (37,000)
---------------- ----------------
Subtotal (336,000) (443,000)
Other (456,000) (540,000)
---------------- ----------------
Total $ (792,000) $ (983,000)
================ ================
The "Other" in the above table reflects primarily general and corporate
activities, as well as other activities and investments of the Company.
Coal reclamation
The Company's coal reclamation revenues decreased $24,000 to $18,000 for
the first six months of 2004 compared to $42,000 for the same period in 2003 as
the result of fewer small consulting and coring jobs in the year 2004. Operating
costs increased $4,000 to $274,000 for the first six months of 2004 compared to
$270,000 for the same period in 2004 as a result of increased advertising,
travel and other costs. As a result, the operating loss for the first six months
of 2004 increased $28,000 to $256,000 compared to $228,000 in the first six
months of 2003.
Carbon dioxide
Operations for the first six months of 2004 resulted in an operating profit
of $230,000 compared to a $160,000 operating profit for the 2003 first half. The
sole component of revenues for this segment is the sale of CO2 gas from the
working and overriding royalty interests of the Company's two carbon dioxide
producing units in Colorado and New Mexico. Operating revenues in this segment
increased $83,000 or 34% to $326,000 for the first six months of 2004 compared
to $243,000 for the same period in 2003. The Company recorded $12,000 more in
operating costs associated with the properties in the first half of 2004
compared to the same period in 2003. Production volumes for the McElmo Dome
field increased for the first six months of 2004 compared to the same period in
2003. The increase in revenue for the current six months was due to higher
volumes to the Company's interest accompanied by a small increase in pricing,
with the Company receiving an average of $0.36 per mcf sold in the first six
months of 2004 versus $0.35 per mcf in the year earlier period. Paid volumes
were up 75,000 mcf in the current six months versus a year ago.
China
The China Segment incurred an operating loss of $278,000 for the first half
months of 2004 compared to $338,000 for the same period in 2003. The losses are
attributable to SG&A expenses as the Company seeks projects to utilize the
proprietary composting technology of REUSE.
e-Commerce
The e-Commerce Segment incurred an operating loss of $32,000 for the first
half of 2004 versus an operating loss of $37,000 in the prior year period. A
$4,000 increase in revenues accounted for the majority of the change; a $1,000
reduction in operating expenses accounted for the balance.
Other corporate activities
Other corporate activities include general and corporate operations, as
well as assets unrelated to the Company's operating segments or held for
investment. These activities generated operating losses of $456,000 for the
first half of 2004 as compared to $540,000 in the same period of 2003. The
Company charged $51,000 less in DD&A costs for the six-month period in 2004
compared to the same period in 2003 as the capitalized costs associated with the
issuance of the subordinated debt in 2002 and 2003 were fully amortized by the
fourth quarter of 2003. The Company also realized smaller reductions in numerous
other expense accounts.
Selling, general and administrative expenses
The Company's selling, general and administrative expenses ("SG&A") in the
first half of 2004 decreased $18,000 to $430,000 from $448,000 for the 2003 six
months. The Company realized reductions in numerous SG&A expense accounts,
notably $13,000 less in costs related to the issuance of warrants associated
with the subordinated debt issued in 2002 and 2003.
Depreciation, depletion and amortization expenses
DD&A expense decreased $60,000 from $98,000 for the six months ended June
30, 2003 to $38,000 for the same period in 2004. The decrease was due primarily
to decreased amortization expense associated with the capitalized costs of
issuing the 10% subordinated debt in 2002 and 2003. These costs were fully
amortized in the fourth quarter of 2003.
Other income and expense
The other income and expenses for the first six months of 2004 netted to
income of $2,894,000 compared to a loss of $157,000 for the same period in 2003.
The Company received $2,826,000 of the McElmo Dome Settlement in March of 2004
and another $117,000 in May of 2004 with no comparable receipts in the first six
months of 2003. The Company used $2,620,000 to pay down its debt and associated
interest. Interest expense was down $4,000 as a result of the decreased debt.
The Company realized gains on sale of assets for the first six months of 2004
totaling $76,000 versus $1,000 in the prior year period.
The Company's equity in the operations of unconsolidated affiliates netted
to income of $138,000 for the first six months of 2004 compared to $109,000 for
the same period in 2003. These amounts reflect the improved operating results of
Cibola Corporation.
Income taxes
The Company recorded a provision of $12,000 and $97,000 for federal
alternative minimum taxes for the three and six-month periods ended June 30,
2004, respectively. The Company recorded no provision for taxes for the three or
six-month periods ended June 30, 2003.
Discontinued operations
ITF Segment
-----------
Complete details concerning the discontinuance of the interstate travel
facilities ("ITF") Segment are contained in "Material changes in results of
operations - Quarter ended June 30, 2004 as compared with the Quarter ended June
30, 2003" under the "Discontinued Operations - ITF Segment" heading.
ITF recorded no revenues or losses for the six-month period ended June 30,
2004. ITF's revenues and actual operating losses were none and $5,000,
respectively, for the six months ended June 30, 2003. The actual losses for the
six months ended June 30, 2003 were charged to operations.
BE/IM Segment
-------------
Complete details concerning the discontinuance of NABR are contained in
"Material changes in results of operations - Quarter ended June 30, 2004 as
compared with the Quarter ended June 30, 2003" under the "Discontinued
Operations - BE/IM Segment" heading.
The Company recorded $21,000 in earnings for the six-month periods ending
June 30, 2004 primarily as a result of the sale of equipment, and charged
operating losses $4,000 against an accrual for anticipated expenses related to
the shutdown of one of its plants during the six months ended June 30, 2004. The
revenues and actual loss for the six months ended June 30, 2003 were none and
$7,000, respectively. These losses were charged against the loss accrual
recorded in 1999.
WS Segment
----------
Complete details concerning the discontinuance of the Company's natural gas
well testing operations in Mexico are contained in "Material changes in results
of operations - Quarter ended June 30, 2004 as compared with the Quarter ended
June 30, 2003" under the "Discontinued Operations - WS Segment" heading.
The segment recorded no revenues for the first six months of 2004 or 2003.
Beard recorded income of $11,000 for the first six months of 2003 compared to
operating losses of $13,000 for the six-month period ended June 30, 2004. The
income for 2003 included $45,000 from the sale of assets.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
At June 30, 2004, the Company had long-term debt of $4,015,000, including
accrued interest to related entities of $24,000. Debt in the amount of
$2,785,000 has fixed interest rates; therefore, the Company's interest expense
and operating results would not be affected by an increase in market interest
rates for this amount. The Company's $1,200,000 of 10% Participating Notes bear
interest at an annual rate equal to the Wall Street Journal Prime Rate plus 4%
with a floor of 10%. The Notes will require payment of interest only until
November 30, 2004 and the Company will then amortize the Notes with equal
payments of principal and interest over the remaining eight quarters. A 10%
increase in market interest rates would have increased the Company's interest
expense by approximately $1,000. At June 30, 2004, a 10% increase in market
interest rates would have reduced the fair value of the Company's long-term debt
by $47,000.
The Company has no other market risk sensitive instruments.
Item 4. Controls and Procedures.
Our principal executive officer and principal financial officer have
participated in and supervised the evaluation of The Beard Company's disclosure
controls and procedures that are designed to ensure that information required to
be disclosed by the issuer in the reports it files is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include controls and procedures designed to ensure that the information required
to be disclosed in the reports that it files is accumulated and communicated to
our management, including our principal executive officer or officers and
principal financial officer to allow timely decisions regarding required
disclosure. Based on their evaluation of those controls and procedures as of a
date within 90 days of the date of this filing, our CEO and CFO determined that
the controls and procedures are adequate and effective. The evaluation resulted
in no significant changes in those controls or in other factors that could
significantly affect the controls, and no corrective actions with regard to
significant deficiencies and material weaknesses.
PART II. OTHER INFORMATION.
Item 1. Legal Proceedings.
McElmo Dome Litigation
----------------------
On December 24, 2002, the Tenth Circuit Court of Appeals issued an Opinion
affirming the May 2002 decision of the Colorado District Court which approved
the Settlement. In March of 2003, objectors to the Settlement filed a Petition
for Certiorari asking the U.S. Supreme Court for review. In early June the U.S.
Supreme Court denied the Petition and the Settlement became final in July of
2003. The Defendants paid funds to the Settlement Administrator and the Company
received its $1,151,000 share of the first installment of the Settlement on July
31, 2003. The second installment, totaling approximately $2,826,000 was received
on March 26, 2004 and the third installment of $117,000 was received on May 12,
2004. The Company has expensed its entire share, totaling $450,000, of the costs
of the litigation. The Settlement proceeds have resulted in net income of
$3,997,000, after alternative minimum taxes presently estimated at $97,000.
In a separate suit, in which the Company is not a defendant, the parties
who objected to the Settlement have sued the managers of the Coalition alleging
various claims which defendants have denied. The Coalition has held back
approximately $800,000 as a litigation reserve until this matter is resolved to
pay for defense of the case and winding up costs of the Coalition. The Company
expects that this matter will be resolved in favor of the defendants, and that
the Company will ultimately receive an additional $100,000 to $125,000 from the
holdback in addition to the three installments described above.
Visa Litigation
---------------
In May of 2003 the Company's 71%-owned subsidiary, starpay.com, l.l.c.,
joined with VIMachine, Inc. in filing a suit in the U. S. District Court for the
Northern District of Texas, Dallas Division against Visa International Service
Association and Visa USA, Inc., both d/b/a Visa (Case No. CIV:3-03-CV0976-L).
VIMachine is the holder of a U.S. Patent (the "VIMachine Patent") that covers,
among other things, an improved method of authenticating the cardholder involved
in an Internet payment transaction. On July 25, 2003, the Plaintiffs filed, with
the express written consent of the Defendants, an Amended Complaint. The suit as
amended seeks damages and injunctive relief (i) related to Visa's infringement
of the VIMachine Patent; (ii) related to Visa's breach of certain
confidentiality agreements express or implied; (iii) for alleged fraud on the
Patent Office based on Visa's pending patent application; and (iv) under
California's common law and statutory doctrines of unfair trade practices,
misappropriation and/or theft of starpay's intellectual property and/or trade
secrets. In addition, Plaintiffs are seeking attorney fees and costs related to
the foregoing claims.
In August of 2003 the Defendants filed a motion to dismiss the second,
third and fourth claims. Despite objections to such motion by the Plaintiffs,
the Judge on February 11, 2004, granted Defendants' motion to dismiss the second
and third causes of action, and denied the motion insofar as it sought to
dismiss the fourth cause of action. Accordingly, Plaintiffs' fourth claim
(misappropriation and/or theft of intellectual property and/or trade secrets)
will continue to move forward.
On February 23, 2004, Defendants filed an Answer to Plaintiffs' Amended
Complaint. In such filing Visa denied each allegation relevant to claim four.
Visa asked that the VIMachine Patent be declared invalid, and, even if it is
found valid, Visa asked that they be found not to infringe the VIMachine Patent.
Visa asked for other related relief based on these two allegations.
Item 2. Changes in Securities.
Effective January 1, 2003, each share of Beard preferred stock became
convertible into Beard common stock. Each share of Beard preferred was
convertible into 10.35093926 shares on August 9, 2004 (total of 288,149 shares).
The conversion ratio will be adjusted as additional warrants are issued or as
additional shares of stock are credited to the accounts of the Company's
Chairman or President in the Company's 2003-2 Deferred Stock Compensation Plan.
Fractional shares will not be issued, and cash will be paid in redemption
thereof.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
Commencing on April 29, 2004, proxies were solicited on behalf of the Board
of Directors of the Company in connection with the Annual Meeting of
Stockholders.
(a) The annual meeting was held on June 15, 2004.
(b) The business of the meeting included the election of Harlon Martin, Jr.
and Herb Mee, Jr. to serve as directors for three-year terms or until their
successors have been elected and qualified.
In addition, the following persons continue to serve as directors for terms
expiring on the dates indicated or until their successors have been elected and
qualified:
Allan R. Hallock (2006) Ford C. Price (2006)
W. M. Beard (2005)
To date the preferred stockholder has not elected to fill the vacancy
created by the resignation of Michael E. Carr who resigned effective February 1,
2002.
The table below sets forth the voting for election of directors:
Votes Votes Votes Broker
Name of Nominee For Against Withheld Abstentions Non-Votes
--------------- --- ------- -------- ----------- ---------
Harlon E. Martin, Jr. 2,330,633 -0- 309 -0- -0-
Herb Mee, Jr. 2,330,627 -0- 315 -0- -0-
(c) At the meeting the stockholders also voted to approve the adoption of
The Beard Company 2003-2 Deferred Stock Compensation Plan. The table below sets
forth the voting for such proposal:
Votes Votes Broker
For Against Abstentions Non-Votes
--- ------- ----------- ---------
1,614,151 7,506 2,911 706,374
(d) At the meeting the stockholders also voted to approve an amendment to
the Certificate of Incorporation of the The Beard Company to increase the
authorized common stock. The table below sets forth the voting for such
proposal:
Votes Votes Broker
For Against Abstentions Non-Votes
--- ------- ----------- ---------
2,277,856 2,799 50,287 -0-
(e) At the meeting the stockholders also voted to approve an amendment to
the Certificate of Incorporation of the The Beard Company to reduce the par
value of the authorized common stock by one-half and to effect a two-for-one
split of the common stock. The table below sets forth the voting for such
proposal:
Votes Votes Broker
For Against Abstentions Non-Votes
--- ------- ----------- ---------
2,279,856 50,036 1,050 -0-
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) The following exhibits are filed with this Form 10-Q and are identified
by the numbers indicated:
3.1 Certificate of Incorporation of The New Beard Company as filed with the
Secretary of State of Oklahoma on September 20, 2000. (This Exhibit has
been previously filed as Exhibit 3(ii) to Registrant's Form 10-Q for the
period ended September 30, 2000, filed on November 20, 2000, and same is
incorporated herein by reference).
3.2 Registrant's By-Laws as currently in effect. (This Exhibit has been
previously filed as Exhibit 3(ii) to Registrant's Form 10-K for the period
ended December 31, 1997, filed on March 31, 1998, and same is incorporated
herein by reference).
4 Instruments defining the rights of security holders:
4.1 Certificate of Designations, Powers, Preferences and Relative,
Participating, Option and Other Special Rights, and the Qualifications,
Limitations or Restrictions Thereof of the Series A Convertible Voting
Preferred Stock of the Registrant. (This Exhibit has been previously filed
as Exhibit 3(c) to Amendment No. 2, filed on September 17, 1993 to
Registrant's Registration Statement on Form S-4, File No. 33-66598, and
same is incorporated herein by reference).
4.2 Settlement Agreement, with Certificate of Amendment attached thereto, by
and among Registrant, Beard Oil, New York Life Insurance Company, New York
Life Insurance and Annuity Company, John Hancock Mutual Life Insurance
Company, Memorial Drive Trust and Sensor Oil & Gas, Inc., dated as of April
13, 1995. (This Exhibit has been previously filed as Exhibit 4(g) to
Registrant's Form 10-K for the period ended December 31, 1994 and same is
incorporated herein by reference).
10 Material Contracts
10.1 Form of 10% Participating Note due November 30, 2006.
10.2 Form of 2004 Warrant.
10.3 Form of 2004 Production Payment.
31 Rule 13a-14(a)/15d-14(a) Certifications:
31.1 Chief Executive Officer Certification required by Rule 13a-14(a) or Rule
15d-14(a).
31.2 Chief Financial Officer Certification required by Rule 13a-14(a) or Rule
15d-14(a).
The Company will furnish to any shareholder a copy of any of the above exhibits
upon the payment of $.25 per page. Any request should be sent to The Beard
Company, Enterprise Plaza, Suite 320, 5600 North May Avenue, Oklahoma City,
Oklahoma 73112.
(b) Five reports on Form 8-K were filed by the Company during the quarter
for which this report is filed. An 8-K filed on May 18, 2004 included a news
release announcing the first quarter financial results and the commencement of a
$1,200,000 note and warrant offering. An 8-K filed on June 9, 2004 included a
news release announcing the placement of $1,200,000 of Participating Notes with
Warrants. An 8-K filed on June 17, 2004 reported on the items adopted and
information disseminated at the Annual Stockholders Meeting held on June 15,
2004. An 8-K filed on July 16, 2004 included a news release concerning the
execution of a services agreement with a major Michigan energy company. An 8-K
was filed on July 20, 2004 announcing a 2-for-1 stock split effective August 6,
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, thereunto duly authorized.
(Registrant) THE BEARD COMPANY
/s/HERB MEE, JR.
(Date) August 13, 2004 ___________________________________
Herb Mee, Jr., President and
Chief Financial Officer
/s/JACK A. MARTINE
(Date) August 13, 2004 ___________________________________
Jack A. Martine, Controller and
Chief Accounting Officer
EXHIBIT INDEX
Exhibit
No. Description Method of Filing
--- ----------- ----------------
3.1 Certificate of Incorporation of The New Incorporated herein by reference
Beard Company as filed with the Secretary
of State of Oklahoma on September 20,
2000.
3.2 Registrant's By-Laws as currently in Incorporated herein by reference
effect.
4.1 Certificate of Designations, Powers, Incorporated herein by reference
Preferences and Relative, Participating,
Option and Other Special Rights, and the
Qualifications, Limitations or
Restrictions Thereof of the Series A
Convertible Voting Preferred Stock of the
Registrant.
4.2 Settlement Agreement, with Certificate of Incorporated herein by reference
Amendment attached thereto, by and among
Registrant, Beard Oil, New York Life
Insurance Company, New York Life
Insurance and Annuity Company, John
Hancock Mutual Life Insurance Company,
Memorial Drive Trust and Sensor Oil &
Gas, Inc., dated as of April 13, 1995.
10.1 Form of 10% Participating Note due Filed herewith electronically
November 30, 2006.
10.2 Form of 2004 Warrant. Filed herewith electronically
10.3 Form of 2004 Production Payment. Filed herewith electronically
31.1 Chief Executive Officer Certification Filed herewith electronically
required by Rule 13a-14(a) or Rule
15d-14(a).
31.2 Chief Financial Officer Certification Filed herewith electronically
required by Rule 13a-14(a) or Rule
15d-14(a).