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