-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HBLyoaHvVxjWSAlLc8Ki15OrsaHs+6BT+jlRXM7XwVm9uPIvV6aYmeMDzKGmYQ2M /c8/BQ/pawH4KzWwd1ON4g== 0000788965-04-000019.txt : 20041006 0000788965-04-000019.hdr.sgml : 20041006 20041006154131 ACCESSION NUMBER: 0000788965-04-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040930 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041006 DATE AS OF CHANGE: 20041006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HALLADOR PETROLEUM CO CENTRAL INDEX KEY: 0000788965 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 841014610 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14731 FILM NUMBER: 041068296 BUSINESS ADDRESS: STREET 1: 1660 LINCOLN ST STE 2700 CITY: DENVER STATE: CO ZIP: 80264 BUSINESS PHONE: 3038395505 MAIL ADDRESS: STREET 1: 1660 LINCOLN STREET STREET 2: SUITE 2700 CITY: DENVER STATE: CO ZIP: 80264 FORMER COMPANY: FORMER CONFORMED NAME: KIMBARK OIL & GAS CO /CO/ DATE OF NAME CHANGE: 19900102 FORMER COMPANY: FORMER CONFORMED NAME: KIMBARK INC DATE OF NAME CHANGE: 19860624 8-K 1 soct048k.txt FORM 8K SCU SALE TO E&B ON SEPTEMBER 30, 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 6, 2004 (September 30, 2004) HALLADOR PETROLEUM COMPANY (Exact name of registrant as specified in charter) Colorado 0-14731 84-1014610 (State or other juris- (Commission (IRS Employer diction of incorporation) file number) Identification No.) 1660 Lincoln Street, Suite 2700, Denver, CO 80264 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 303.839.5504 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filling obligation of the registrant under any of the following provisions (See General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-(b) under the Exchange Act (17 CFR 240l.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13c-4(c)) Item 2.01 Completion of Acquisition or Disposition of Assets On September 30, 2004, Hallador Petroleum Company completed the sale of its South Cuyama oil and gas field, located in Santa Barbara County, California to E&B Natural Resources Management Corporation, a California corporation. Item 9.01 - Financial Statements and Exhibits PRO FORMA FINANCIAL INFORMATION OF HALLADOR PETROLEUM COMPANY The following condensed consolidated pro forma financial statements of Hallador Petroleum Company have been prepared to give effect to the disposition of the South Cuyama Field, Santa Barbara County, California. The pro forma adjustments column reflects cash proceeds of about $18 million, the note receivable of $3.5 million, estimated tax payable of about $1 million, bonuses paid to employees of about $1.6 million and an estimated gain on sale of about $16 million. The condensed consolidated pro forma financial statements have been derived from and should be read in conjunction with Hallador Petroleum Company's historical consolidated financial statements contained in its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003 and its Quarterly Report on Form 10-QSB for the quarter ended June 30, 2004. The unaudited Condensed Consolidated Pro Forma Balance Sheet as of June 30, 2004 gives effect to the sale of the South Cuyama Field as if it had occurred on June 30, 2004. The Unaudited Condensed Consolidated Pro Forma Statements of Operations for the year ended December 31, 2003 and the six-month period ended June 30, 2004 give effect to the sale of the South Cuyama Field assuming the sale was consummated as of January 1, 2003. The pro forma financial information is based on Hallador Petroleum Company's previously reported historical financial statements and is adjusted for the assumptions and estimates described above. The assumptions and estimates underlying the pro forma adjustments are based on the information currently available to Hallador Petroleum Company and may be subject to change. The unaudited pro forma statements of operations are not necessarily indicative of the financial results that would have been realized had the sale of the South Cuyama Field occurred on the indicated dates, nor are they necessarily indicative of future financial results. In addition, results for the six-month period presented herein are not necessarily indicative of results for a full year's operations. A copy of the Purchase and Sale Agreement was previously filed as part of our Form 10-QSB for the quarter ended June 30, 2004 as Exhibit 99. HALLADOR PETROLEUM COMPANY UNAUDITED CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEET AS OF JUNE 30, 2004 (in thousands)
Hallador Less SCU Pro-forma Consolidated Historical Historical Adjustments Pro-forma ---------- ---------- ----------------- ------------- ASSETS Current Assets: Cash and cash equivalents $ 4,169 $ $18,000 $(1,600) $20,569 Accounts receivable - Oil and gas sales 1,142 1,062 80 Well operations 326 193 133 Note receivable 3,500 3,500 ------ ------ ------ ------ ------ Total current assets 5,637 1,255 21,500 (1,600) 24,282 ------ ------ ------ ------ ------ Oil and gas properites, at cost (successful efforts) Unproved properties 392 94 298 Proved properties 26,185 23,886 2,299 Less - accumulated depreciation, depletion, amortization and impairment (20,225) (18,500) (1,725) ------ ------ ------ 6,352 5,480 872 ------ ------ ------ Oil and gas operator bonds 216 216 California plug and abandonment deposits 365 365 Investment in Catalytic Solutions 150 150 Other assets 50 50 ------ ------ ------ ------ ------ $12,770 $ 7,100 $21,500 $(1,600) $25,570 ====== ====== ====== ====== ====== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilites: Accounts payable and accrued liabilities $ 812 $ 404 $ $ 408 Oil and gas sales payable 660 264 396 Income taxes 1,000 1,000 ------ ------ ------ ------ Total current liabilites 1,472 668 1,000 1,804 ------ ------ ------ ------ Key employee bonus plan 284 284 ------ ------ Future site restoration 1,346 1,286 60 ------ ------ ------ Minority interest 5,342 4,200 9,542 ------ ------ ------ Commitments and contingencies: Stockholder's equity: Preferred stock, $.10 par value; 10,000,000 shares authorized, none issued Common stock, $.01 par value; 100,000,000 shares authorized, 7,093,150 shares issued 71 71 Additional paid-in capital 18,061 18,061 Accumulated deficit (13,806) (5,200) 15,038 (3,968) ------ ------ ------- ------ 4,326 (5,200) 15,038 14,164 ------ ------ ------ ------- ------ $12,770 $ 2,238 $ 0 $15,038 $25,570 ====== ====== ====== ====== ======
HALLADOR PETROLEUM COMPANY UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS AS OF DECEMBER 31, 2003 (in thousands)
Hallador Less SCU Consolidated Historical Historical Pro-forma ---------- ---------- ------------- Revenue: Oil $ 7,600 $ 7,410 $ 190 Gas 1,745 990 755 Crude oil class action settlement 155 155 Other 120 50 70 ------ ------ ------ 9,620 8,605 1,015 ------ ------ ------ Costs and expenses: Lease operating 5,350 5,122 228 Exploration costs Geological and geophysical 52 52 Dry hole expense 426 426 Plug and abandonment 103 103 Delay rentals 107 20 87 Impairment-unproved properties 67 67 Depreciation, depletion and amortization 1,160 972 188 General and administrative 1,140 445 695 California income tax (refund) 85 85 ------ ------ ------ 8,490 7,122 1,368 ------ ------ ------ Income (loss) before cumulative effect of change in accounting principle 1,130 1,483 (353) Cumulative effect of change in accounting principal (180) (180) ------ ------ ------ Income (loss) before minority interest 950 1,303 (353) Minority interest (285) (391) 106 ------ ------ ------ Net income (loss) $ 665 $ 912 $ (247) ====== ====== ====== Income (loss) per share-basic and diluted: Before cumulative effect of change in accounting principal $ 0.11 $ (0.03) Cumulative effect of change in accounting principal (0.02) ------ ------ Net income (loss) per share $ 0.09 $ (0.03) ====== ====== Weighted average shares outstanding basic and diluted 7,093 7,093 ====== ======
HALLADOR PETROLEUM COMPANY UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2004 (in thousands)
Hallador Less SCU Consolidated Historical Historical Pro-forma ---------- ---------- ------------- Revenue: Oil $ 3,852 $ 3,745 $ 107 Gas 955 628 327 Other 126 115 11 ------ ------ ------ 4,933 4,488 445 ------ ------ ------ Costs and expenses: Lease operating 2,691 2,608 83 Exploration costs 140 9 131 Depreciation, depletion and amortization 530 506 24 General and administrative 587 208 379 ------ ------ ------ 3,948 3,331 617 ------ ------ ------ Income (loss) before minority interest 985 1,157 (172) Minority interest (296) (347) 51 ------ ------ ------ Net income (loss) $ 689 $ 810 $ (121) ====== ====== ====== Income (loss) per share $ 0.10* $ (0.02) ====== ====== Weighted average shares outstanding basic 7,093 7,093 ====== ====== - ------------------ *Diluted income per share was $.09 and diluted weighted average shares outstanding were 7,500.
Unaudited Pro Forma Proved Reserves (in thousands)
Oil Gas (BBLs) (MCF) ------ ------ Balance at December 31, 2003 1,649 2,384 Less SCU (1,553) (713) ------ ------ Pro Forma Balance 96 1,671 ====== ====== Net of 30% minority interest 67 1,170 ====== ======
There are no significant proved undeveloped reserves. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HALLADOR PETROLEUM COMPANY Dated: October 6, 2004 By:/s/VICTOR P. STABIO Chief Executive Officer and President -----END PRIVACY-ENHANCED MESSAGE-----