UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended March 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-14731
HALLADOR PETROLEUM COMPANY
(Exact name of registrant as specified in its charter)
Colorado 84-1014610
(State of incorporation) (I.R.S. Employer Identification No.)
1660 Lincoln Street, Suite 2700, Denver, Colorado 80264-2701
(Address of principal executive offices)
303-839-5504 FAX: 303-832-3013
(Issuer's telephone numbers)
Check whether the issuer (1) filed all reports required by Section 13 or 15(d)
of the Securities Exchange Act during the past 12 months, and (2) has been
subject to such filing requirements for the past 90 days: Yes [x] No [ ]
Shares outstanding as of May 14, 2003: 7,093,150
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PART I - FINANCIAL INFORMATION
Consolidated Balance Sheet
(in thousands)
March 31, December 31,
2003 2002*
--------- -----------
ASSETS
Current assets:
Cash and cash equivalents $ 2,805 $ 1,647
Fair value of crude oil put options (cost $83) 140
Accounts receivable-
Oil and gas sales 848 680
Well operations 193 146
------ ------
Total current assets 3,986 2,473
------ ------
Oil and gas properties, at cost (successful efforts):
Unproved properties 249 247
Proved properties 25,212 25,058
Less - accumulated depreciation,
depletion and amortization (19,089) (18,836)
------ ------
6,372 6,469
------ ------
Oil and gas operator bonds 417 417
Investment in Catalytic Solutions 164 164
Other assets 37 38
------ ------
$10,976 $ 9,561
====== ======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 686 $ 527
Oil and gas sales payable 650 185
------ ------
Total current liabilities 1,336 712
------ ------
Bank debt 244 251
------ ------
Key employee bonus plan 227 209
------ ------
Future site restoration-South Cuyama Field 935 653
------ ------
Minority interest 4,912 4,763
------ ------
Commitments and contingencies
Stockholders' 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 (14,810) (15,159)
------ ------
3,322 2,973
------ ------
$10,976 $ 9,561
====== ======
------------------------------
*Derived from the Form 10-KSB.
See accompanying notes.
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Consolidated Statement of Operations
(in thousands)
Three months ended March 31,
2003 2002
------ ------
Revenue:
Oil $2,103 $1,322
Gas 348 257
Unrealized gain on crude oil put options 57
Interest and other 55 8
----- -----
2,563 1,587
----- -----
Costs and expenses:
Lease operating 1,237 1,075
Exploration costs 20 19
Depreciation, depletion and amortization 285 692
General and administrative 342 231
----- -----
1,884 2,017
----- -----
Income (loss) before cumulative effect of
change in accounting principle 679 (430)
Cumulative effect of change in accounting
principle (181)
----- -----
Income (loss) before minority interest 498 (430)
Minority interest (149) 129
----- -----
Net income (loss) $ 349 $ (301)
===== =====
Income (loss) per share - basic and diluted:
Before cumulative effect of change in accounting
principal $ .07 $ (.04)
Cumulative effect of change in accounting
principle (.02)
----- -----
Net income (loss) $ .05 $ (.04)
===== =====
Weighted average shares outstanding - basic 7,093 7,093
===== =====
See accompanying notes.
3
Consolidated Statement of Cash Flows
(in thousands)
Three months ended March 31,
2003 2002
------ ------
Net cash provided by operating activities $1,245 $ 121
------ -----
Cash flows from investing activities:
Properties (86) (379)
Other assets (1) 37
------ -----
Net cash used in investing activities (87) (342)
------ -----
Net increase (decrease)in cash and cash equivalents 1,158 (221)
Cash and cash equivalents, beginning of period 1,647 2,078
------ -----
Cash and cash equivalents, end of period $ 2,805 $1,857
====== =====
See accompanying notes.
Notes to Financial Statements
1. The interim financial data is unaudited; however, in our opinion, it
includes all adjustments, consisting only of normal recurring adjustments
necessary for a fair statement of the results for the interim periods.
The financial statements included herein have been prepared pursuant to
the SEC's rules and regulations; accordingly, certain information and
footnote disclosures normally included in GAAP financial statements have
been condensed or omitted.
2. Our organization and business, the accounting policies we follow and other
information are contained in the notes to our financial statements filed
as part of our 2002 Form 10-KSB. This quarterly report should be read in
conjunction with that annual report.
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3. In July 2001, the Financial Accounting Standards Board approved for
issuance SFAS No. 143, "Accounting for Asset Retirement Obligations."
SFAS No. 143 requires entities to record the fair value of a liability for
an asset retirement obligation in the period in which it is incurred and a
corresponding increase in the carrying amount of the related long-lived
asset and is effective for fiscal years beginning after June 15, 2002. We
adopted SFAS No. 143 on January 1, 2003 and increased our liability for
asset retirement obligations by $264,000 (using an 8% discount rate) and
recorded a cumulative effect of change in accounting principle of $181,000.
For the three months ended March 31, 2003, we recognized $18,000 of
accretion on the liability as a component of depletion expense.
The following sets forth the pro forma effect on net earnings and earnings
per share for the three months ended March 31, 2002 as if SFAS No. 143 had
been adopted on January 1, 2002:
Three months ended March 31, 2002
(In thousands, except per share data)
-------------------------------------
Net loss:
As reported $(301)
Pro forma (329)
Basic and diluted net loss per share:
As reported (.04)
Pro forma (.05)
If SFAS No. 143 had been adopted as of January 1, 2002, the pro forma
asset retirement obligation at that date would have been $850,000.
5
4. As allowed in Statement of Financial Accounting Standards (SFAS) No. 123,
"Accounting for Stock-Based Compensation," we continue to apply Accounting
Principles Board Opinion (APB) No. 25, "Accounting for Stock Issued to
Employees," and related interpretations in recording compensation related to
our plan. The supplemental disclosures required by SFAS No. 123, as
amended in SFAS No. 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure," related to our stock option plan are presented
below.
Under SFAS No. 123, compensation cost would be recognized for the fair value
of the employee's option rights. The fair value of each option was estimated
on the date of grant using the Black-Scholes option-pricing model with the
following assumptions for option grants made in 2002 (there were no grants
issued in the first quarter of 2003):
2002
------
Expected option life 10 years
Volatility 120%
Risk-free interest rate 4.14%
Had compensation cost for our stock based compensation plan been based
upon the fair value at the grant dates for awards under the plan
consistent with the method of SFAS No. 123 using the Black Scholes
model, our net income and earnings per share would have been recorded as
the pro forma amounts indicated below for the three months ended March 31,
2003 and 2002 (in thousands, except per share data):
2003 2002
------ ------
Net income (loss):
As reported $ 349 $(301)
Pro forma 337 (317)
Basic and diluted net income (loss) per share:
As reported .05 (.04)
Pro forma .05 (.04)
5. Through mid February 2003, we had never entered into any commodity
derivative agreements since acquiring the SC Field. During mid February
2003 oil prices in the field reached a level of about $36 per barrel. For
the first time we purchased puts on 23,000 barrels of oil for the month of
June 2003 (strike price of $29.00 per barrel) and 16,500 barrels of oil for
the month of July 2003 (average strike price of $30.48 per barrel). Our
total investment was $83,000. At March 31, 2003 the fair value of these
puts was $140,000. During the second quarter we sold the puts for $122,000.
Our net gain from this transaction was $39,000. For accounting purposes we
realized a gain of $57,000 in the first quarter and in the second quarter
we will recognize a loss of $18,000.
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HALLADOR PETROLEUM COMPANY
Management's Discussion and Analysis or Plan of Operation
RESULTS OF OPERATIONS
YEAR-TO-DATE COMPARISON
-----------------------
The table below (in thousands) provides sales data and average prices for the
period.
2003 2002
Sales Average Sales Average
Volume Price Revenue Volume Price Revenue
------- ------- ------ ------ ----- -------
Oil - barrels
South Cuyama field 65 $31.71 $2,061 70 $18.29 $1,280
Other 2 21.00 42 3 14.00 42
Gas - mcf
South Cuyama field 21 5.81 122 27 2.41 65
San Juan - New Mexico 13 4.77 62 13 1.46 19
Other 27 6.07 164 73 2.37 173
Oil and gas revenue increased due to higher prices offset by lower production
as set forth in the table above. Oil and gas production in the South Cuyama
field declined due to the natural depletion of the field which is over 50 years
old. Decrease in other gas production was due to the significant production
decline in our South Texas - Bonus field. As previously disclosed, we took an
impairment charge of $840,000 in the second quarter of 2002 for this field.
Current prices for the South Cuyama field are about $26.00 for oil and $5.38
for gas and San Juan gas is about $4.00.
The table below (in thousands) shows lease operating expenses (LOE) for our
two primary fields.
2003 2002
---- ----
South Cuyama field:
LOE excluding electricity $ 858 $ 688
Electricity 320 319
----- -----
1,178 1,007
San Juan - New Mexico 26 16
Other 33 52
----- -----
Total $1,237 $1,075
===== =====
LOE in the field increased due to higher operating expenses relating to the
new equipment we had to install in the first quarter of 2003 in order to
remove CO2 from our gas stream. Furthermore, when oil prices are high, we
perform more repair and maintenance in the field compared to when prices are
low (see the table above for 2003 and 2002 average oil prices.)
The increase in G&A was due to higher 2002 audit and tax fees -$35,000,
accruals for 2003 audit and tax fees - $15,000, higher employee costs -
$40,000, and other minor increases of $21,000.
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DD&A decreased due to higher reserve estimates at March 31, 2003 compared to
March 31, 2002. The increase in reserves was due to higher oil prices.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
Cash and cash flow from operations are expected to enable us to meet our
obligations as they become due during the next several years.
Bank Debt
---------
The SC Field, our principal asset, is pledged to U. S. Bank National Association
under a $2,200,000 revolving line of credit which was renewed on March 31, 2002.
At March 31, 2003 we owed $244,000 under this line. On April 28, 2003 the loan
was paid off.
THE FOLLOWING DISCUSSION UPDATES THE MD&A CONTAINED IN ITEM 6 OF THE 2002 FORM
10-KSB AND THE TWO DISCUSSIONS SHOULD BE READ TOGETHER.
PROSPECT DEVELOPMENT AND EXPLORATION ACTIVITY
---------------------------------------------
South Cuyama Field
-------------------
Based on the results of our 3-D project we have identified four wildcat sites
located outside the field boundaries. Also, we have identified six
developmental drilling opportunities within the boundaries of the field. We
plan to drill one wildcat and two to three development locations before the
end of 2003.
San Juan Basin - New Mexico
---------------------------
Two successful development gas wells were drilled during April. We expect to
assign proved developed reserves of at least 1 BCF per well. Our net revenue
interest in these wells is about 5%. Three more development gas wells are
planned within the next four months.
Crude Oil Put Options
---------------------
Through mid February 2003, we had never entered into any commodity derivative
agreements since acquiring the SC Field. During mid February 2003 oil prices
in the field reached a level of about $36 per barrel. For the first time we
purchased puts on 23,000 barrels of oil for the month of June 2003 (strike
price of $29.00 per barrel) and 16,500 barrels of oil for the month of July 2003
(average strike price of $30.48 per barrel). Our total investment was $83,000.
At March 31, 2003 the fair value of these puts was $140,000. During the second
quarter we sold the puts for $122,000. Our net gain from this transaction was
$39,000. For accounting purposes we realized a gain of $57,000 in the first
quarter and in the second quarter we will recognize a loss of $18,000.
SFAS No. 143 - "Accounting for Asset Retirement Obligations"
------------------------------------------------------------
In July 2001, the Financial Accounting Standards Board approved for issuance
SFAS No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143
requires entities to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred and a
corresponding increase in the carrying amount of the related long-lived asset
and is effective for fiscal years beginning after June 15, 2002. We adopted
8
SFAS No. 143 on January 1, 2003 and increased our liability for asset Retirement
obligations by $264,000 (using an 8% discount rate) and recorded a cumulative
effect of change in accounting principle of $181,000. For the three months
ended March 31, 2003, we recognized $18,000 of accretion on the liability as a
component of depletion expense.
There are no other significant changes or developments to report from what we
disclosed in the 2002 Form 10-KSB.
ITEM 3. CONTROLS AND PROCEDURES
We maintain a system of disclosure controls and procedures that are designed
for the purposes of ensuring that information required to be disclosed in our
SEC reports is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to our CEO as appropriate to allow timely
decisions regarding required disclosure.
Within the 90-day period prior to the filing of this report, we carried out
an evaluation, under the supervision and with the participation of our CEO of
the effectiveness of the design and operation of our disclosure controls and
procedures. Based upon that evaluation, our CEO, who is also our CFO,
concluded that our disclosure controls and procedures are effective for the
purposes discussed above. There have been no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation.
PART II - OTHER INFORMATION
Item 5. Other information.
On Thursday, June 19, 2003 at 9:30 MDT at our offices, we are holding a
"Informational Meeting" for all shareholders. This meeting is intended to
provide our shareholders with an overview of our activities and operations.
It will also provide a forum for any questions you may have. If you plan to
attend, please contact Rebecca Palumbo at 800.839.5506.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
99 - SOX 906 Certification
(b) No reports on Form 8-k were filed during the quarter.
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SIGNATURE
In accordance with the requirements of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
HALLADOR PETROLEUM COMPANY
Dated: May 20, 2003 By: /S/VICTOR P. STABIO
Chief Executive Officer and
Chief Financial Officer
Signing on behalf of registrant
and as principal financial officer.
CERTIFICATION
I, Victor P. Stabio, certify that:
1. I have reviewed the quarterly report on Form 10-QSB of Hallador
Petroleum Company;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to me by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
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c) presented in this quarterly report my conclusion about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls, which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weakness in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 20, 2003
/S/Victor P. Stabio
Chief Executive Officer and Chief Financial Officer
11