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, 2000 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT Commission File Number 0-14731 HALLADOR PETROLEUM COMPANY (Exact name of small business issuer as specified in its charter) COLORADO 84-1014610 (State of incorporation) (IRS Employer Identification No.) 1660 Lincoln Street, Suite 2700, Denver, Colorado 80264 (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 to be filed by Section 13 or 15(d) of the 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 10, 2000: 7,093,150 PART I. FINANCIAL INFORMATION Consolidated Balance Sheets (in thousands, except share data) March 31, December 31, 2000 1999* --------- ----------- ASSETS Current assets: Cash and cash equivalents $ 2,006 $ 1,957 AFE cash calls 151 Accounts receivable- Oil and gas sales 636 600 Well operations 151 230 ------ ------ Total current assets 2,944 2,787 ------ ------ Oil and gas properties (successful efforts), at cost: Unproved properties 239 236 Proved properties 21,148 21,114 Less - accumulated depreciation depletion, amortization and impairment (14,480) (14,247) ------ ------ 6,907 7,103 ------ ------ Oil and gas operator bonds 228 228 Investment in Catalytic Solutions 72 62 Other assets 132 132 ------ ------ $10,283 $10,312 ====== ====== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 419 $ 1,036 Oil and gas sales payable 139 74 ------ ------ Total current liabilities 558 1,110 ------ ------ Bank debt 1,231 1,231 ------ ------ Key employee bonus plan 247 234 ------ ------ Minority interest 4,916 4,763 ------ ------ Stockholders' equity: Preferred stock, $.10 par value; 10,000,000 shares authorized; no shares 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 (14,801) (15,158) ------ ------ 3,331 2,974 ------ ------ $10,283 $10,312 ====== ====== - ------------------------------ *Derived from the Form 10-KSB. See accompanying note. Consolidated Statement of Operations (in thousands, except per share amounts) Three months ended March 31, 2000 1999 --------- -------- Revenue: Oil $1,629 $ 441 Gas 226 95 NGLs 93 44 Interest and other 24 30 Non-recurring water disposal fee, net 208 Gain on stock sales 75 ----- ----- 1,972 893 ----- ----- Costs and expenses: Lease operating 897 523 General and administrative 242 150 Exploration cost 62 92 Interest 28 54 Depreciation, depletion and amortization 233 91 ----- ----- 1,462 910 ----- ----- Income (loss) before minority interest 510 (17) Minority interest (153) 5 Net income (loss) $ 357 $ (12) ===== ===== Net income (loss) per share $ .05 (1) ===== Weighted average shares outstanding 7,093 7,093 ===== ===== (1) Less than $.01. See accompanying note. Consolidated Statement of Cash Flows (in thousands) Three months ended March 31, 2000 1999 ------ ------ Net cash provided by operating activities $ 774 $ 176 ----- ----- Cash flows from investing activities: AFE prepayments (124) Marketable securities 236 Properties (715) (105) Prospect sales 201 Other (10) ----- ----- Net cash provided by (used in) investing activities (725) 208 ----- ----- Cash flows from financing activities: Repayments of debt (1,846) Brokerage account (110) Other (65) ----- ----- Net cash used in financing activities (2,021) ----- ----- Net increase (decrease) in cash and cash equivalents 49 (1,637) Cash and cash equivalents, beginning of period 1,957 3,073 ----- ----- Cash and cash equivalents, end of period $2,006 $1,436 ===== ===== See accompanying note. Note 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. Certain information and footnote disclosures normally included in GAAP financial statements have been condensed or omitted pursuant to the SEC's rules and regulations. 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 1999 Form 10-KSB. This quarterly report should be read in conjunction with such annual report. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION RESULTS OF OPERATIONS YEAR-TO-DATE COMPARISON - ----------------------- The table below provides sales data (in thousands) and average prices for the period. 2000 1999 Sales Volume Average Price Sales Volume Average Price ------------ ------------- ------------ ------------- Oil - barrels South Cuyama field 61 $26.60 44 $9.93 Other .5 9.72 Gas - mcf South Cuyama field 10 2.70 5 1.83 Other 89 2.24 45 1.91 NGLs - barrels South Cuyama field 3.6 20.56 3.7 10.54 Other 1.2 15.83 1 5.00 Significantly higher oil prices and production caused the increase in oil revenue. Gas revenue increased primarily because of higher production from the new wells in Northern California and South Texas. During first quarter 1999, oil prices were so low that we kept operating expenses to a bare minimum. During first quarter 2000, oil prices nearly tripled, and consequently, we substantially increased the SC Field's activity which resulted in higher LOE. The increase in G&A is due primarily to bonuses and the addition of one extra person. The increase in DD&A is due to an increase of $2 million in costs being amortized, because of the new wells that were drilled during the last 12 months and a downward revision in reserve estimates. The SC Field's oil price on May 10, 2000 was $26.00/bbl. Gas prices in the Merlin prospect are currently $2.80/mcf, South Texas is $3.00, and SC Field is $2.60. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- Cash and cash to be provided from operations are expected to enable us to meet our obligations as they become due during the next several years. THE FOLLOWING DISCUSSION UPDATES THE MD&A CONTAINED IN ITEM 6 OF THE 1999 FORM 10-KSB AND THE TWO DISCUSSIONS SHOULD BE READ TOGETHER. PROSPECT DEVELOPMENT AND EXPLORATION ACTIVITY - --------------------------------------------- South Cuyama Field ------------------ At December 31, 1999, our pre-tax PV10 for the SC Field was $20 million based on year-end oil prices of $23.45 per barrel. Based on May 10, 2000 higher prices of $26.00, and in spite of upward revisions to future operating costs, we now estimate the PV-10 to continue to be $20 million. Davis Prospect -------------- This prospect which is approximately 20 miles south of the Merlin prospect was brought to us by Equity Oil Company, the operator of the Merlin prospect. Before May 31, 2000, we plan to participate in the drilling of two exploratory gas wells. We have a 28% WI (23% NRI). The AFE to drill and complete each well is about $500,000 to the 100%. Our investment would be about $300,000. We estimate our dry hole risk to be 50/50. South Texas ----------- Before May 31, 2000, we plan to participate in the drilling of an exploratory gas well. AFE to the 100% is $300,000 (about $60,000 net to us). San Juan Basin -------------- Three development gas wells were drilled in early April 2000. The results are very encouraging and we hope to double the gas production from this field. We receive about $10,000 in monthly gas revenue from this field and are hoping these three wells will increase the monthly gas revenue to $20,000. PART II. Other Information Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27 - Financial Data Schedule; EDGAR filing only 10.1 - Credit Agreement dated as of March 10, 1999, by and among Santa Barbara Partners and Hallador Petroleum, LLP and U.S. Bank National Association. 10.2 - Amendment to Credit Agreement (b) No reports on Form 8-K were filed during the quarter. SIGNATURE In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HALLADOR PETROLEUM COMPANY Date: May 10, 2000 By: /S/Victor P. Stabio Chief Executive Officer and Chief Financial Officer Signing on behalf of the registrant and as principal financial officer.