##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2005
  o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ________________________ to _______________________
  BELDEN & BLAKE CORPORATION
 
 Ohio
    
    34-1686642(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)5200 Stoneham RoadNorth Canton, Ohio
    
    44720(Address of principal executive offices)
    
    (Zip Code)
  
 
  þ o
 o þ




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PagePART I Financial InformationItem 1. Financial StatementsConsolidated Balance Sheets as of June 30, 2005 and December 31, 2004
    
    
    1Consolidated Statements of Operations:
Three and six months ended June 30, 2005 (Successor Company)
Three and six months ended June 30, 2004 (Predecessor Company)
    
    
    2Consolidated Statements of Shareholders Equity (Deficit):
Six months ended June 30, 2005 (Successor Company)
178 day period from July 7, 2004 to December 31, 2004 (Successor Company)
188 day period From January 1, 2004 to July 6, 2004 (Predecessor Company)
and the year ended December 31, 2003 (Predecessor Company)
    
    
    3Consolidated Statements of Cash Flows:
Six months ended June 30, 2005 (Successor Company)
Six months ended June 30, 2004 (Predecessor Company)
    
    
    4Notes to Consolidated Financial Statements
    
    
    5Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    8Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    17Item 4. Controls and Procedures
    
    
    19PART II Other InformationItem 1. Legal Proceedings
    
    
    19Item 4. Submission of Matters to a Vote of Security Holders
    
    
    19Item 6. Exhibits
    
    
    20EX-3.1 Amended and Restated Articles of IncorporationEX-3.2 Amended and Restated Code of RegulationsEX-31.1 CertificationEX-31.2 CertificationEX-32.1 CertificationEX-32.2 Certification




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##### Table of Contents



BELDEN & BLAKE CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
 June 30,
    
    
    December 31,2005
    
    
    2004(unaudited)ASSETSCurrent assetsCash and cash equivalents
    
    $
    20,773
    
    
    $
    18,407Accounts receivable, net
    
    
    15,477
    
    
    
    18,667Inventories
    
    
    616
    
    
    
    518Deferred income taxes
    
    
    14,839
    
    
    
    10,558Other current assets
    
    
    1,356
    
    
    
    1,101Total current assets
    
    
    53,061
    
    
    
    49,251Property and equipment, at costOil and gas properties (successful efforts method)
    
    
    528,110
    
    
    
    514,242Gas gathering systems
    
    
    5,104
    
    
    
    4,485Land, buildings, machinery and equipment
    
    
    7,902
    
    
    
    7,720541,116
    
    
    
    526,447Less accumulated depreciation, depletion and amortization
    
    
    33,135
    
    
    
    16,917Property and equipment, net
    
    
    507,981
    
    
    
    509,530Other assets
    
    
    10,692
    
    
    
    11,461$
    571,734
    
    
    $
    570,242LIABILITIES AND SHAREHOLDERS (DEFICIT) EQUITYCurrent liabilitiesAccounts payable
    
    $
    4,208
    
    
    $
    3,796Accrued expenses
    
    
    22,325
    
    
    
    23,445Current portion of long-term liabilities
    
    
    1,945
    
    
    
    1,964Fair value of derivatives
    
    
    36,633
    
    
    
    23,252Total current liabilities
    
    
    65,111
    
    
    
    52,457Long-term liabilitiesBank and other long-term debt
    
    
    88,088
    
    
    
    88,592Senior secured notes
    
    
    192,500
    
    
    
    192,500Asset retirement obligations and other long-term liabilities
    
    
    15,000
    
    
    
    14,390295,588
    
    
    
    295,482Fair value of derivatives
    
    
    172,803
    
    
    
    55,182Deferred income taxes
    
    
    62,682
    
    
    
    108,994Shareholders (deficit) equityCommon stock without par value; 1,500 shares authorized and issued
    
    
    
    
    
    
    Paid in capital
    
    
    77,500
    
    
    
    77,500(Deficit) retained earnings
    
    
    (805
    )
    
    
    890Accumulated other comprehensive loss
    
    
    (101,145
    )
    
    
    (20,263
    )Total
shareholders (deficit) equity
    
    
    (24,450
    )
    
    
    58,127$
    571,734
    
    
    $
    570,242
  1




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BELDEN & BLAKE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands)
 Successor
    
    
    
    Predecessor
    
    
    Successor
    
    
    
    PredecessorCompany
    
    
    
    Company
    
    
    Company
    
    
    
    CompanyThree months ended June 30,
    
    
    Six months ended June 30,2005
    
    
    
    2004
    
    
    2005
    
    
    
    2004RevenuesOil and gas sales
    
    $
    24,369
    
    
    
    $
    22,945
    
    
    $
    47,430
    
    
    
    $
    45,307Gas gathering and marketing
    
    
    2,577
    
    
    
    
    2,474
    
    
    
    5,020
    
    
    
    
    5,057Other
    
    
    110
    
    
    
    
    329
    
    
    
    217
    
    
    
    
    45827,056
    
    
    
    
    25,748
    
    
    
    52,667
    
    
    
    
    50,822ExpensesProduction expense
    
    
    5,336
    
    
    
    
    5,545
    
    
    
    10,756
    
    
    
    
    10,951Production taxes
    
    
    761
    
    
    
    
    648
    
    
    
    1,495
    
    
    
    
    1,300Gas gathering and marketing
    
    
    2,313
    
    
    
    
    2,300
    
    
    
    4,419
    
    
    
    
    4,533Exploration expense
    
    
    983
    
    
    
    
    1,369
    
    
    
    1,935
    
    
    
    
    2,717General and administrative expense
    
    
    1,453
    
    
    
    
    1,265
    
    
    
    3,217
    
    
    
    
    2,500Franchise, property and other taxes
    
    
    45
    
    
    
    
    45
    
    
    
    99
    
    
    
    
    115Depreciation, depletion and
amortization
    
    
    8,712
    
    
    
    
    4,535
    
    
    
    17,017
    
    
    
    
    9,089Accretion expense
    
    
    327
    
    
    
    
    100
    
    
    
    582
    
    
    
    
    195Derivative fair value (gain) loss
    
    
    (2,105
    )
    
    
    
    11
    
    
    
    6,095
    
    
    
    
    (321
    )17,825
    
    
    
    
    15,818
    
    
    
    45,615
    
    
    
    
    31,079Operating income
    
    
    9,231
    
    
    
    
    9,930
    
    
    
    7,052
    
    
    
    
    19,743Other expenseInterest expense
    
    
    5,945
    
    
    
    
    6,112
    
    
    
    11,775
    
    
    
    
    12,184Income (loss) from continuing operations before income taxes
    
    
    3,286
    
    
    
    
    3,818
    
    
    
    (4,723
    )
    
    
    
    7,559Provision (benefit) for income taxes
    
    
    77
    
    
    
    
    1,240
    
    
    
    (3,028
    )
    
    
    
    2,615Income (loss) from continuing operations
    
    
    3,209
    
    
    
    
    2,578
    
    
    
    (1,695
    )
    
    
    
    4,944Income from discontinued operations, net of tax
    
    
    
    
    
    
    
    28,941
    
    
    
    
    
    
    
    
    28,627Net income (loss)
    
    $
    3,209
    
    
    
    $
    31,519
    
    
    $
    (1,695
    )
    
    
    $
    33,571
  2




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BELDEN & BLAKE CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY (DEFICIT)
(in thousands)
 AccumulatedSuccessor Company
    
    
    Predecessor Company
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    TotalCommon
    
    
    Common
    
    
    Common
    
    
    Common
    
    
    Paid in
    
    
    Equity
    
    
    Comprehensive
    
    
    EquityShares
    
    
    Stock
    
    
    Shares
    
    
    Stock
    
    
    Capital
    
    
    (Deficit)
    
    
    Income
    
    
    (Deficit)Predecessor Company:January 1, 2003
    
    
    
    
    
    
    
    
    
    
    10,296
    
    
    $
    1,030
    
    
    $
    107,118
    
    
    $
    (148,332
    )
    
    $
    (4,461
    )
    
    $
    (44,645
    )Comprehensive (loss) income:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,324
    )
    
    
    
    
    
    
    (2,324
    )Other comprehensive income (loss), net of tax:Change in derivative fair value
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,439
    )
    
    
    (17,439
    )Reclassification adjustment for derivative (gain) loss
reclassified into oil and gas sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,543
    
    
    
    6,543Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,220
    )Stock options exercised
    
    
    
    
    
    
    
    
    
    
    120
    
    
    
    12
    
    
    
    108
    
    
    
    
    
    
    
    
    
    
    
    120Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    326
    
    
    
    
    
    
    
    
    
    
    
    326Repurchase of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (48
    )
    
    
    
    
    
    
    
    
    
    
    (48
    )Tax benefit of repurchase of stock options
and stock options exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    170
    
    
    
    
    
    
    
    
    
    
    
    170Treasury stock
    
    
    
    
    
    
    
    
    
    
    (20
    )
    
    
    (2
    )
    
    
    (41
    )
    
    
    
    
    
    
    
    
    
    
    (43
    )December 31, 2003
    
    
    
    
    
    
    
    
    
    
    10,396
    
    
    
    1,040
    
    
    
    107,633
    
    
    
    (150,656
    )
    
    
    (15,357
    )
    
    
    (57,340
    )Comprehensive income (loss):Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,999
    
    
    
    
    
    
    
    9,999Other comprehensive income (loss), net of tax:Change in derivative fair value
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,180
    )
    
    
    (11,180
    )Reclassification adjustment for derivative (gain) loss
reclassified into oil and gas sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,512
    
    
    
    5,512Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,331Stock options exercised
    
    
    
    
    
    
    
    
    
    
    65
    
    
    
    6
    
    
    
    105
    
    
    
    
    
    
    
    
    
    
    
    111Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,097
    
    
    
    
    
    
    
    
    
    
    
    1,097Repurchase of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (283
    )
    
    
    
    
    
    
    
    
    
    
    (283
    )Tax benefit of repurchase of stock options
and stock options exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    116
    
    
    
    
    
    
    
    
    
    
    
    116Treasury stock
    
    
    
    
    
    
    
    
    
    
    (6
    )
    
    
    (1
    )
    
    
    (28
    )
    
    
    
    
    
    
    
    
    
    
    (29
    )Redemption of common stock
    
    
    
    
    
    
    
    
    
    
    (10,455
    )
    
    
    (1,045
    )
    
    
    (108,640
    )
    
    
    140,657
    
    
    
    21,025
    
    
    
    51,997July 6, 2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    -Successor Company:Sale of common stock
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    77,500
    
    
    
    
    
    
    
    
    
    
    
    77,500Comprehensive income (loss):Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    890
    
    
    
    
    
    
    
    890Other comprehensive income (loss), net of tax:Change in derivative fair value
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (28,919
    )
    
    
    (28,919
    )Reclassification adjustment for derivative (gain) lossreclassified into oil and gas sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,656
    
    
    
    8,656Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19,373
    )December 31, 2004
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    77,500
    
    
    
    890
    
    
    
    (20,263
    )
    
    
    58,127Comprehensive income (loss):Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,695
    )
    
    
    
    
    
    
    (1,695
    )Other comprehensive income (loss), net of tax:Change in derivative fair value
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (89,430
    )
    
    
    (89,430
    )Reclassification adjustment for derivative (gain) loss
reclassified into oil and gas sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,548
    
    
    
    8,548Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (82,577
    )June 30, 2005 (unaudited)
    
    
    2
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    77,500
    
    
    $
    (805
    )
    
    $
    (101,145
    )
    
    $
    (24,450
    )
  3




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BELDEN & BLAKE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
 Successor
    
    
    
    PredecessorCompany
    
    
    
    CompanySix months ended June 30,2005
    
    
    
    2004Cash flows from operating activities:Net (loss) income
    
    $
    (1,695
    )
    
    
    $
    33,571Adjustments to reconcile net (loss) income
to net cash provided by operating activities:Depreciation, depletion and amortization
    
    
    17,017
    
    
    
    
    9,723Accretion
    
    
    582
    
    
    
    
    221Gain on sale of businesses
    
    
    
    
    
    
    
    (44,998
    )Loss on disposal of property and equipment
    
    
    51
    
    
    
    
    375Amortization of derivatives and other noncash hedging activities
    
    
    2,555
    
    
    
    
    (549
    )Exploration expense
    
    
    1,935
    
    
    
    
    4,128Deferred income taxes
    
    
    (3,028
    )
    
    
    
    15,410Stock-based compensation
    
    
    
    
    
    
    
    1,097Change in operating assets and liabilities, net of
effects of acquisition and disposition of businesses:Accounts receivable and other operating assets
    
    
    2,935
    
    
    
    
    (4,599
    )Inventories
    
    
    (58
    )
    
    
    
    79Accounts payable and accrued expenses
    
    
    (617
    )
    
    
    
    1,464Net cash provided by operating activities
    
    
    19,677
    
    
    
    
    15,922Cash flows from investing activities:Disposition of businesses, net of cash
    
    
    
    
    
    
    
    72,682Proceeds from property and equipment disposals
    
    
    
    
    
    
    
    247Exploration expense
    
    
    (1,935
    )
    
    
    
    (4,128
    )Additions to property and equipment
    
    
    (14,788
    )
    
    
    
    (18,039
    )Decrease (increase) in other assets
    
    
    (29
    )
    
    
    
    1,218Net cash (used in) provided by investing activities
    
    
    (16,752
    )
    
    
    
    51,980Cash flows from financing activities:Proceeds from revolving line of credit
    
    
    
    
    
    
    
    140,679Repayment of long-term debt and other obligations
    
    
    (59
    )
    
    
    
    (164,335
    )Repayment of senior secured facility  term loan
    
    
    (500
    )
    
    
    
    Debt issue costs
    
    
    
    
    
    
    
    131Proceeds from stock options exercised
    
    
    
    
    
    
    
    111Repurchase of stock options
    
    
    
    
    
    
    
    (283
    )Purchase of treasury stock
    
    
    
    
    
    
    
    (29
    )Net cash used in financing activities
    
    
    (559
    )
    
    
    
    (23,726
    )Net increase in cash and cash equivalents
    
    
    2,366
    
    
    
    
    44,176Cash and cash equivalents at beginning of period
    
    
    18,407
    
    
    
    
    1,440Cash and cash equivalents at end of period
    
    $
    20,773
    
    
    
    $
    45,616
  4




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##### Table of Contents



BELDEN & BLAKE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 June 30, 2005
 
 (1) Basis of Presentation
     (2) Derivatives and Hedging
  5




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6




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##### Table of Contents



Natural Gas Swaps
    
    
    Natural Gas Collars
    
    
    Crude Oil SwapsNYMEX
    
    
    
    
    
    
    NYMEX PricePrice per
    
    
    
    
    
    
    per Mmbtu
    
    
    Estimated
    
    
    NYMEXQuarter Ending
    
    Bbtu
    
    
    Mmbtu
    
    
    Bbtu
    
    
    Floor/Cap (1)
    
    
    Mbbls
    
    
    Price per BblSeptember 30, 2005
    
    
    1,500
    
    
    $
    3.70
    
    
    
    1,500
    
    
    $
    4.00-5.32
    
    
    
    67
    
    
    $
    33.72December 31, 2005
    
    
    1,500
    
    
    
    3.70
    
    
    
    1,500
    
    
    
    4.00 - 5.32
    
    
    
    67
    
    
    
    33.313,000
    
    
    $
    3.70
    
    
    
    3,000
    
    
    $
    4.00-5.32
    
    
    
    134
    
    
    $
    33.52March 31, 2006
    
    
    2,829
    
    
    $
    6.14
    
    
    
    
    
    
    
    
    
    
    
    63
    
    
    $
    32.71June 30, 2006
    
    
    2,829
    
    
    
    5.24
    
    
    
    
    
    
    
    
    
    
    
    62
    
    
    
    32.35September 30, 2006
    
    
    2,829
    
    
    
    5.22
    
    
    
    
    
    
    
    
    
    
    
    62
    
    
    
    32.02December 31, 2006
    
    
    2,829
    
    
    
    5.39
    
    
    
    
    
    
    
    
    
    
    
    62
    
    
    
    31.7111,316
    
    
    $
    5.50
    
    
    
    
    
    
    
    
    
    
    
    249
    
    
    $
    32.20Year EndingDecember 31, 2007
    
    
    10,745
    
    
    $
    4.97
    
    
    
    
    
    
    
    
    
    
    
    227
    
    
    $
    30.91December 31, 2008
    
    
    10,126
    
    
    
    4.64
    
    
    
    
    
    
    
    
    
    
    
    208
    
    
    
    29.96December 31, 2009
    
    
    9,529
    
    
    
    4.43
    
    
    
    
    
    
    
    
    
    
    
    191
    
    
    
    29.34December 31, 2010
    
    
    8,938
    
    
    
    4.28
    
    
    
    
    
    
    
    
    
    
    
    175
    
    
    
    28.86December 31, 2011
    
    
    8,231
    
    
    
    4.19
    
    
    
    
    
    
    
    
    
    
    
    157
    
    
    
    28.77December 31, 2012
    
    
    7,005
    
    
    
    4.09
    
    
    
    
    
    
    
    
    
    
    
    138
    
    
    
    28.70December 31, 2013
    
    
    6,528
    
    
    
    4.04
    
    
    
    
    
    
    
    
    
    
    
    127
    
    
    
    28.70
 Bbl  Barrel
    
    Mmbtu  Million British thermal unitsMbbls  Thousand barrels
    
    Bbtu  Billion British thermal units
 
 (1)
    
    The NYMEX price per Mmbtu floor/cap for the natural gas
collars in 2005 assume the monthly NYMEX settles at $3.10 per Mmbtu or higher. If
the monthly NYMEX settles at less than $3.10 per Mmbtu then the NYMEX price per
Mmbtu will be the NYMEX settle plus $0.90. (3) Based Compensation
    7




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(4) Industry Segment Financial Information
  (5) Supplemental Disclosure of Cash Flow Information
 Six months ended June 30,(in thousands)
    
    2005
    
    
    2004Cash paid during the period for:Interest
    
    $
    12,153
    
    
    $
    12,158Income taxes
    
    
    500
    
    
    
    
 (6) Contingencies
  (7) Subsequent
Events
   
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Forward-Looking Information
  8




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CRITICAL ACCOUNTING POLICIES
  Successful Efforts Method of Accounting
    Oil and Gas Reserves
  9




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##### Table of Contents



Capitalization, Depreciation, Depletion and Impairment of Long-Lived Assets
      10




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##### Table of Contents



Derivatives and Hedging
     Revenue Recognition
  11




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##### Table of Contents



Asset Retirement Obligations
  Results of Operations
    Three months ended June 30,
    
    
    Six months ended June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004ProductionGas (Mmcf)
    
    
    3,648
    
    
    
    3,818
    
    
    
    7,211
    
    
    
    7,697Oil (Mbbls)
    
    
    95
    
    
    
    92
    
    
    
    177
    
    
    
    189Total production (Mmcfe)
    
    
    4,216
    
    
    
    4,370
    
    
    
    8,275
    
    
    
    8,828Average priceGas (per Mcf)
    
    $
    5.74
    
    
    $
    5.17
    
    
    $
    5.71
    
    
    $
    5.07Oil (per Bbl)
    
    
    36.23
    
    
    
    34.94
    
    
    
    35.25
    
    
    
    33.46Mcfe
    
    
    5.78
    
    
    
    5.25
    
    
    
    5.73
    
    
    
    5.13Average costs (per Mcfe)Production expense
    
    
    1.27
    
    
    
    1.27
    
    
    
    1.30
    
    
    
    1.24Production taxes
    
    
    0.18
    
    
    
    0.15
    
    
    
    0.18
    
    
    
    0.15Depletion
    
    
    1.91
    
    
    
    0.84
    
    
    
    1.90
    
    
    
    0.83Operating margin (per Mcfe)
    
    
    4.33
    
    
    
    3.83
    
    
    
    4.25
    
    
    
    3.74
 Mmcf  Million cubic feet
    
    Mbbls  Thousand barrels
    
    Mmcfe  Million cubic feet of natural gas equivalentMcf  Thousand cubic feet
    
    Bbl  Barrel
    
    Mcfe  Thousand cubic feet of natural gas equivalentOperating margin (per Mcfe)  average price less production expense and production taxes
 12




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Results of Operations  Second Quarters of 2005 and 2004 Compared  Revenues
      Costs and Expenses
     13




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##### Table of Contents



Results of Operations  Six Months of 2005 and 2004 Compared  Revenues
    14




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Costs and Expenses
       15




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Liquidity and Capital Resources
 Cash Flows
      16




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##### Table of Contents



Capital Expenditures
    
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
    17




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Natural Gas Swaps
    
    
    Natural Gas Collars
    
    
    Crude Oil SwapsNYMEX
    
    
    
    
    
    
    NYMEX PricePrice per
    
    
    
    
    
    
    per Mmbtu
    
    
    Estimated
    
    
    NYMEXQuarter Ending
    
    Bbtu
    
    
    Mmbtu
    
    
    Bbtu
    
    
    Floor/Cap (1)
    
    
    Mbbls
    
    
    Price per BblSeptember 30, 2005
    
    
    1,500
    
    
    $
    3.70
    
    
    
    1,500
    
    
    $
    4.00-5.32
    
    
    
    67
    
    
    $
    33.72December 31, 2005
    
    
    1,500
    
    
    
    3.70
    
    
    
    1,500
    
    
    
    4.00 - 5.32
    
    
    
    67
    
    
    
    33.313,000
    
    
    $
    3.70
    
    
    
    3,000
    
    
    $
    4.00-5.32
    
    
    
    134
    
    
    $
    33.52March 31, 2006
    
    
    2,829
    
    
    $
    6.14
    
    
    
    
    
    
    
    
    
    
    
    63
    
    
    $
    32.71June 30, 2006
    
    
    2,829
    
    
    
    5.24
    
    
    
    
    
    
    
    
    
    
    
    62
    
    
    
    32.35September 30, 2006
    
    
    2,829
    
    
    
    5.22
    
    
    
    
    
    
    
    
    
    
    
    62
    
    
    
    32.02December 31, 2006
    
    
    2,829
    
    
    
    5.39
    
    
    
    
    
    
    
    
    
    
    
    62
    
    
    
    31.7111,316
    
    
    $
    5.50
    
    
    
    
    
    
    
    
    
    
    
    249
    
    
    $
    32.20Year EndingDecember 31, 2007
    
    
    10,745
    
    
    $
    4.97
    
    
    
    
    
    
    
    
    
    
    
    227
    
    
    $
    30.91December 31, 2008
    
    
    10,126
    
    
    
    4.64
    
    
    
    
    
    
    
    
    
    
    
    208
    
    
    
    29.96December 31, 2009
    
    
    9,529
    
    
    
    4.43
    
    
    
    
    
    
    
    
    
    
    
    191
    
    
    
    29.34December 31, 2010
    
    
    8,938
    
    
    
    4.28
    
    
    
    
    
    
    
    
    
    
    
    175
    
    
    
    28.86December 31, 2011
    
    
    8,231
    
    
    
    4.19
    
    
    
    
    
    
    
    
    
    
    
    157
    
    
    
    28.77December 31, 2012
    
    
    7,005
    
    
    
    4.09
    
    
    
    
    
    
    
    
    
    
    
    138
    
    
    
    28.70December 31, 2013
    
    
    6,528
    
    
    
    4.04
    
    
    
    
    
    
    
    
    
    
    
    127
    
    
    
    28.70
 Bbl  Barrel
    
    Mmbtu  Million British thermal unitsMbbls  Thousand barrels
    
    Bbtu  Billion British thermal units
 
 (1)
    
    The NYMEX price per Mmbtu floor/cap for the natural gas collars in 2005
assume the monthly NYMEX settles at $3.10 per Mmbtu or higher. If the monthly NYMEX settles at
less than $3.10 per Mmbtu then the NYMEX price per Mmbtu will be the NYMEX settle plus $0.90.  18




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##### Table of Contents



Item 4. Controls and Procedures
  
    
    our disclosure controls and procedures were effective in ensuring that information
required to be disclosed by us in the reports we file or submit under the Securities
Exchange Act of 1934 was recorded, processed, summarized and reported within the time
periods specified in the SECs rules and forms; and
    
    our disclosure controls and procedures were effective in ensuring that material
information required to be disclosed by us in the report we file or submit under the
Securities Exchange Act of 1934 was accumulated and communicated to our management,
including the Chief Executive Officer and the Chief Financial Officer, as appropriate to
allow timely decisions regarding required disclosure.
 Internal Controls Over Financial Reporting
  
 PART II OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  19




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##### Table of Contents



Item 6. Exhibits
 (a)
    
    Exhibits
 3.1*
    
    Amended and Restated Articles of Incorporation of Belden & Blake Corporation (fka Belden &
Blake Energy Corporation).3.2*
    
    Amended and Restated Code of Regulations of Belden & Blake Corporation.31.1*
    
    Certification of Principal Executive Officer of Belden & Blake Corporation as required by
Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.31.2*
    
    Certification of Principal Financial Officer of Belden & Blake Corporation as required by
Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.32.1*
    
    Certification of Chief Executive Officer of Belden & Blake Corporation pursuant to 18 U.S.C.
Section 1350.32.2*
    
    Certification of Chief Financial Officer of Belden & Blake Corporation pursuant to 18 U.S.C.
Section 1350.
  20




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##### Table of Contents



BELDEN & BLAKE CORPORATIONDate:August 11, 2005
    By:
    /s/ James A. Winne IIIJames A. Winne III, Chief Executive Officer,Chairman of the Board of Directors and DirectorDate:August 11, 2005
    By:
    /s/ Robert W. PeshekRobert W. Peshek, Senior Vice Presidentand Chief Financial Officer 21