UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K/A

(amendment no. 1)

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported)

 

  March 16, 2006

 

 

December 31, 2005

 

HALLADOR PETROLEUM COMPANY

(Exact Name of Registrant as specified in Charter)

 

Colorado

 

0-19260

 

84-1014610

(State or Other Jurisdiction

 

(Commission File Number)

 

(IRS Employer

of Incorporation)

 

 

 

Identification No.)

 

 

 

 

 

1660 Lincoln Street, Suite 2700, Denver, Colorado

 

80264-2701

(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 filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

 

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Explanatory Note

 

This Current Report on Form 8-K/A is filed as an amendment (Amendment No.1) to the Current Report on Form 8-K filed by Hallador Petroleum Company on January 3, 2006 to provide the financial statements and pro forma financial information required pursuant to Item 9.01 (a) and (b) of Form 8-K.

 

Item 9.01 - Financial Statements and Exhibits

 

(a) Financial Statements of Business Acquired

 

 

FINANCIAL STATEMENTS FOR SAVOY ENERGY, L.P.

 

 

 

 

 

Organization Profile

3

 

 

 

 

Independent Auditors’ Report

4

 

 

 

 

Financial Statements

 

 

Balance Sheets

5

 

Statements of Operations

6

 

Statements of Partners’ Capital

7

 

Statements of Cash Flows

8

 

Notes to Financial Statements

9-19

 

2



 

SAVOY ENERGY, L.P.

(A Limited Partnership)

Organization Profile

 

 

State of Formation

 

 

 

Michigan

 

 

 

 

 

 

 

Business Location

 

 

 

Traverse City, Michigan

 

 

 

 

 

 

 

Partners

 

 

 

Savoy Exploration, Inc.

-

General Partner

 

Yorktown Energy Partners II, L.P.

Limited Partner

 

UBS Warburg

-

Limited Partner

 

Lexington Partners IV, L.P.

 

Limited Partner

 

Thomas C. Pangborn

-

Limited Partner

 

William T. Sperry

-

Limited Partner

 

Cheryl A. DeYoung

-

Limited Partner

 

Allen C. Modroo

-

Limited Partner

 

Jack P. Rokos

-

Limited Partner

 

3



 

Independent Auditors’ Report

 

To the Partners

Savoy Energy, L.P.

(A Limited Partnership)

Traverse City, Michigan

 

We have audited the accompanying balance sheets of Savoy Energy, L.P. (A Limited Partnership) as of December 31, 2004 and 2003, and the related statements of operations, partners’ capital, and cash flows for the years then ended.  These financial statements are the responsibility of the Partnership’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with auditing standards generally accepted in the United States.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Savoy Energy, L.P. as of December 31, 2004 and 2003, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

 

 

Weber, Curtin & Pahssen, LLC

 

April 22, 2005

 

4



 

SAVOY ENERGY, L.P.

(A Limited Partnership)

Balance Sheets

 

 

 

 

 

December 31,

 

 

 

September 30, 2005

 

2004

 

2003

 

 

 

(Unaudited)

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

Cash and cash equivalents (Note 1)

 

$

3,931,635

 

$

5,008,787

 

$

6,425,867

 

Receivables: (Note 1)

 

 

 

 

 

 

 

Net revenue

 

677,884

 

287,765

 

542,688

 

Joint interest owners

 

2,288,373

 

1,107,999

 

231,522

 

Oil and gas equipment inventory (Note 1)

 

1,140,335

 

1,016,664

 

811,775

 

Prepaid expenses

 

19,423

 

43,266

 

50,534

 

Total Current Assets

 

8,057,650

 

7,464,481

 

8,062,386

 

 

 

 

 

 

 

 

 

Oil and Gas Properties (Notes 1 and 6)

 

 

 

 

 

 

 

Proved properties

 

9,686,827

 

8,014,763

 

7,422,261

 

Unproved properties

 

1,485,239

 

1,164,047

 

1,232,565

 

 

 

11,172,066

 

9,178,810

 

8,654,826

 

Less - accumulated depreciation, depletion, amortization

 

4,504,038

 

3,731,489

 

2,610,767

 

Net Oil and Gas Properties

 

6,668,028

 

5,447,321

 

6,044,059

 

 

 

 

 

 

 

 

 

Other Assets

 

 

 

 

 

 

 

Office furniture and equipment, less accumulated depreciation of $113,104 at September 30, 2005, (Unaudited) $60,885 at December 31, 2004 and $63,404 at December 31, 2003 (Note 1)

 

30,024

 

39,546

 

29,491

 

Drilling equipment, less accumulated depreciation of $741,772 at September 30, 2005 (Unaudited) and $320,766 at December 31, 2004 (Notes 1 and 4)

 

1,824,357

 

2,245,363

 

 

Cash bonds (Note 5)

 

50,000

 

50,000

 

50,000

 

Total Other Assets

 

1,904,381

 

2,334,909

 

79,491

 

Total Assets

 

$

16,630,059

 

$

15,246,711

 

$

14,185,936

 

 

 

 

 

 

 

 

 

Liabilities and Partners’ Capital

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable:

 

 

 

 

 

 

 

Trade

 

$

2,132,234

 

1,725,868

 

$

363,828

 

Revenue distribution

 

881,786

 

574,975

 

746,710

 

General partner (Note 2)

 

53,722

 

133,135

 

112,408

 

Accrued distributions

 

 

 

328,530

 

Current maturities of long-term debt (Note 4)

 

424,719

 

405,680

 

 

Total Current Liabilities

 

3,492,461

 

2,839,658

 

1,551,476

 

 

 

 

 

 

 

 

 

Asset Retirement Obligation (Note 6)

 

334,214

 

290,042

 

206,833

 

 

 

 

 

 

 

 

 

Long-Term Debt, less current maturities (Note 4)

 

1,344,079

 

1,675,463

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

5,170,754

 

4,805,163

 

1,758,309

 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Note 5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Partners’ Capital (Note 5)

 

 

 

 

 

 

 

General partner

 

5,084,021

 

4,610,194

 

5,534,833

 

Limited partners

 

7,709,026

 

7,132,878

 

8,152,733

 

 

 

12,793,047

 

11,743,072

 

13,687,566

 

Less capital contributions receivable from limited partners (Note 1)

 

1,333,742

 

1,301,524

 

1,259,939

 

Total Partners’ Capital

 

11,459,305

 

10,441,548

 

12,427,627

 

 

 

 

 

 

 

 

 

Total Liabilities and Partner’s Capital

 

$

16,630,059

 

$

15,246,711

 

$

14,185,936

 

 

See accompanying notes to financial statements.

 

5



 

SAVOY ENERGY, L.P.

(A Limited Partnership)

Statements of Operations

 

 

 

Nine Months Ended
September 30,

 

Year Ended
December 31,

 

 

 

2005

 

2004

 

2004

 

2003

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET REVENUES (Note 1)

 

 

 

 

 

 

 

 

 

Oil and gas

 

$

2,561,646

 

$

2,723,498

 

$

3,381,414

 

$

4,213,853

 

Overhead and management fees

 

95,526

 

35,367

 

70,971

 

70,010

 

Other

 

1,330,057

 

251,502

 

511,232

 

244,057

 

Total Net Revenues

 

3,987,229

 

3,010,367

 

3,963,617

 

4,527,920

 

 

 

 

 

 

 

 

 

 

 

Expenses (Note 2)

 

 

 

 

 

 

 

 

 

Oil and gas operations

 

 

 

 

 

 

 

 

 

Lease operating costs

 

609,394

 

568,332

 

695,378

 

1,484,749

 

Depreciation, depletion and amortization

 

1,199,850

 

1,047,251

 

2,198,387

 

1,198,390

 

Severance taxes

 

156,757

 

151,261

 

190,756

 

259,697

 

Other

 

18,644

 

22,109

 

59,171

 

63,156

 

Total Oil and Gas Operations

 

1,984,645

 

1,788,953

 

3,143,692

 

3,005,992

 

 

 

 

 

 

 

 

 

 

 

Exploration:

 

 

 

 

 

 

 

 

 

Dry hole costs

 

343,766

 

833,715

 

910,935

 

1,637,027

 

Geological and geophysical

 

16,654

 

503,601

 

537,631

 

203,860

 

Impairments and expired lease costs

 

50,142

 

58,800

 

419,336

 

511,003

 

Carrying undeveloped properties

 

95,876

 

80,296

 

120,800

 

172,211

 

Other

 

68,411

 

66,442

 

91,656

 

96,618

 

Total Exploration

 

574,849

 

1,542,854

 

2,080,358

 

2,620,719

 

 

 

 

 

 

 

 

 

 

 

General and Administrative

 

 

 

 

 

 

 

 

 

Administrative services

 

250,084

 

313,252

 

462,631

 

665,652

 

Professional fees

 

49,866

 

78,842

 

110,400

 

152,618

 

Office expense

 

31,979

 

35,332

 

70,991

 

69,859

 

Rent

 

52,065

 

48,614

 

64,985

 

64,976

 

Dues, subscriptions and licenses

 

13,814

 

12,391

 

13,092

 

15,809

 

Travel and entertainment

 

4,616

 

8,541

 

12,355

 

20,339

 

Depreciation and amortization

 

3,861

 

4,190

 

5,587

 

759

 

Other

 

2,233

 

1,740

 

2,780

 

1,369

 

Total General and Administrative

 

408,518

 

502,902

 

742,821

 

991,381

 

Total Expenses

 

2,968,012

 

3,834,709

 

5,966,871

 

6,618,092

 

Net Revenues Less Expenses

 

1,019,217

 

(824,342

)

(2,003,254

)

(2,090,172

)

 

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

 

 

Gain on sale of proved properties

 

7,523

 

10,000

 

10,000

 

19,287,045

 

Interest, net

 

(8,983

)

11,514

 

7,175

 

1,391,547

 

Total Other Income (Expense), Net

 

(1,460

)

21,514

 

17,175

 

20,678,592

 

Net Income (Loss)

 

$

1,017,757

 

$

(802,828

)

$

(1,986,079

)

$

18,588,420

 

 

See accompanying notes to financial statements.

 

6



 

SAVOY ENERGY, L.P.

(A Limited Partnership)

Statements of Partners’ Capital

 

 

 

General
Partner

 

Limited
Partners

 

Capital
Contributions
Receivable

 

Total

 

 

 

 

 

 

 

 

 

 

 

Balances, at January 1, 2003

 

$

7,254,105

 

$

11,433,086

 

$

(3,490,170

)

$

15,197,021

 

 

 

 

 

 

 

 

 

 

 

Add (Deduct)

 

 

 

 

 

 

 

 

 

Net income for the year

 

8,654,025

 

9,934,395

 

 

 

18,588,420

 

Partners’ capital contributions

 

 

 

954,139

 

 

 

954,139

 

Accrued interest on capital contributions receivable from limited partners

 

 

 

87,839

 

(87,839

)

 

 

Partners’ cash distributions

 

(10,373,297

)

(11,938,656

)

 

 

(22,311,953

)

Repayment of accrued interest on non-recourse notes by limited partners

 

 

 

(1,363,931

)

1,363,931

 

 

 

Repayment of principal on non-recourse notes by limited partners

 

 

 

(954,139

)

954,139

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, at December 31, 2003

 

5,534,833

 

8,152,733

 

(1,259,939

)

12,427,627

 

 

 

 

 

 

 

 

 

 

 

Add (Deduct)

 

 

 

 

 

 

 

 

 

Net loss for the year

 

(924,639

)

(1,061,440

)

 

 

(1,986,079

)

 Accrued interest on capital contributions receivable from limited partners

 

 

 

41,585

 

(41,585

)

 

 

 

 

 

 

 

 

 

 

 

 

Balances, at December 31, 2004

 

4,610,194

 

7,132,878

 

(1,301,524

)

10,441,548

 

 

 

 

 

 

 

 

 

 

 

Unaudited

 

 

 

 

 

 

 

 

 

Add (Deduct)

 

 

 

 

 

 

 

 

 

Net income for the nine months ended September 30, 2005

 

473,827

 

543,930

 

 

 

1,017,757

 

Accrued interest on capital contributions receivable from limited partners for the nine months ended September 30, 2005

 

 

 

 

 

 

 

 

 

 

 

 

 

32,218

 

(32,218

)

 

 

Balances, at September 30, 2005 (Unaudited)

 

$

5,084,021

 

$

7,709,026

 

$

(1,333,742

)

$

11,459,305

 

 

See accompanying notes to financial statements.

 

7



 

SAVOY ENERGY, L.P.

(A Limited Partnership)

Statements of Cash Flows)

 

 

 

Nine Months Ended
September 30,

 

Year Ended
December 31

 

 

 

2005

 

2004

 

2004

 

2003

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

Operating Activities:

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

1,017,757

 

$

(802,828

)

$

(1,986,079

)

$

18,588,420

 

Adjustments to reconcile net income (loss) to net cash and cash equivalents provided by operating activities

 

 

 

 

 

 

 

 

 

Depreciation, depletion and amortization

 

1,203,711

 

1,051,441

 

2,203,974

 

1,199,149

 

Accretion of discount on asset retirement obligation

 

10,287

 

7,757

 

10,342

 

8,456

 

Gain on sale of proved properties

 

(7,523

)

(10,000

)

(10,000

)

(19,287,045

)

Impairments and expired lease costs

 

50,142

 

58,800

 

419,336

 

511,003

 

Changes in operating assets and liabilities that provided (used) cash:

 

 

 

 

 

 

 

 

 

(Increase) decrease in:

 

 

 

 

 

 

 

 

 

Receivables

 

(1,570,493

)

(1,971

)

(621,554

)

1,140,094

 

Oil and gas equipment inventory

 

(123,671

)

(109,232

)

(204,889

)

(139,388

)

Prepaid expenses

 

23,843

 

21,527

 

7,268

 

(6,584

)

Increase (decrease) in:

 

 

 

 

 

 

 

 

 

Accounts payable

 

633,764

 

410,005

 

1,211,032

 

(1,353,109

)

Accrued distributions

 

 

 

(328,530

)

(328,530

)

328,530

 

Net Cash Provided by Operating Activities

 

1,237,817

 

296,969

 

700,900

 

989,526

 

Investing Activities

 

 

 

 

 

 

 

 

 

Proceeds from sale of proved properties

 

18,760

 

10,000

 

10,000

 

30,000,000

 

Additions to oil and gas properties

 

(2,021,384

)

(447,310

)

(1,620,409

)

(3,209,149

)

Additions to office and drilling equipment

 

 

 

(2,572,118

)

(2,588,714

)

(13,963

)

Net Cash Provided by (Used in) Investing Activities

 

(2,002,624

)

(3,009,428

)

(4,199,123

)

26,776,888

 

Financing Activities

 

 

 

 

 

 

 

 

 

Proceeds from long-term debt

 

 

 

2,300,000

 

2,300,000

 

 

 

Repayments of long-term debt

 

(312,345

)

(112,824

)

(218,857

)

 

 

Partners’ cash contributions

 

 

 

 

 

 

 

954,139

 

Partners’ cash distributions

 

 

 

 

 

 

 

(22,311,953

)

Net Cash Provided by (Used in) Financing Activities

 

(312,345

)

2,187,176

 

2,081,143

 

(21,357,814

)

Net Increase (Decrease) in Cash and Cash Equivalents

 

(1,077,152

)

(525,283

)

(1,417,080

)

6,408,600

 

Cash and Cash Equivalents, at the beginning of the year

 

5,008,787

 

6,425,867

 

6,425,867

 

17,267

 

Cash and Cash Equivalents, at the end of the year

 

$

3,931,635

 

$

5,900,584

 

$

5,008,787

 

$

6,425,867

 

Supplemental Disclosures of Cash Flow Information

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

79,263

 

$

17,697

 

$

42,165

 

$

2,243

 

Supplemental Schedule of Non-cash Financing Activities

 

 

 

 

 

 

 

 

 

Accrued interest on capital contributions receivable from limited partners

 

$

32,218

 

$

31,188

 

$

41,585

 

$

87,839

 

 

See accompanying notes to financial statements.

 

8



 

SAVOY ENERGY, L.P.

(A Limited Partnership)

Notes to Financial Statements

 

1.

Nature of Business and Significant Accounting Policies

Nature of Business

Savoy Energy, L.P. (the “Partnership”) is a Michigan limited partnership that acquires, explores and develops oil and gas properties and operates producing oil and gas wells primarily in Michigan.  The price of crude oil and natural gas is generally determined by world markets.  The Partnership bills joint interest owners for their share of well operating costs, and acquires a lien on the joint owner’s interest if the costs are not paid.

Net oil and gas revenues of $1,879,695 and $2,365,080 for the nine months ended September 30, 2005 and 2004 (unaudited), respectively, and $3,155,868 and $3,452,318 for the years ended December 31, 2004 and 2003, respectively, were derived from two major customers.  No other customers exceeded 10% of net oil and gas revenues for these periods.  Related net revenue receivables from these major customers amount to $393,860, $197,383 and $1,208,486 at September 30, 2005 (unaudited), December 31, 2004 and 2003, respectively.

Interim Financial Information

The unaudited financial statements as of September 30, 2005 and nine months ended September 30, 2005 and  2004, respectively, include, in the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary to present fairly the Partnership’s financial position, results of operations and cash flows. Operating results for the nine months ended September 30, 2005 and 2004, respectively, are not necessarily indicative of the results that may be expected for the years ended December 31, 2005 and 2004.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.   Accordingly, actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Partnership considers all cash accounts which are not subject to withdrawal restrictions or penalties to be cash or cash equivalents.

In the normal course of business, the Company has deposits in accounts at major financial institutions that exceed the $100,000 limit of FDIC insurance.  Management evaluates the financial institutions in which the Company deposits its funds and assesses the level of risk associated with each institution.  Management believes that the Company is not

 

 

 

9



 

 

 

exposed to any significant credit risk associated with its cash.

Oil and Gas Equipment Inventory


Oil and gas equipment inventories, consisting primarily of tubular goods and oil field materials, are stated at the lower of cost or market based upon the specific identification method.

Successful Efforts Method of Accounting for Oil and Gas Properties

The Partnership uses the successful efforts method of accounting for oil and gas producing activities.  Costs incurred to acquire mineral interests in oil and gas properties; to drill and equip exploratory wells that find proved reserves; and to drill and equip development wells are capitalized.  The Partnership expenses costs of drilling exploratory wells such as geological and geophysical costs, and costs of carrying and retaining unproved properties that do not find proved reserves.  The provision for depreciation, depletion, and amortization of oil and gas properties is calculated on a well-by-well basis using the unit-of-production method.  Maintenance and repairs are charged to expense as incurred; renewals and betterments are capitalized to the appropriate property and equipment accounts.

Unproved oil and gas properties that are individually significant are periodically assessed for impairment of value, and a loss is recognized at the time of impairment by providing an impairment allowance.  Other unproved properties are amortized based on the Partnership’s experience of successful drilling and average holding period.  Capitalized costs of producing oil and gas properties, after considering estimated dismantlement and abandonment costs and estimated salvage values, are depreciated and depleted by the unit-of-production method.  Support equipment and other property and equipment are carried at cost and depreciated over their estimated useful lives.

On the sale or retirement of an interest in a proved property, the cost and related accumulated depreciation, depletion, and amortization are eliminated from the property accounts, and the resulting gain or loss is recognized.

On the sale of an entire interest in an unproved property, a gain or loss on the sale is recognized, taking into consideration the amount of any recorded impairment if the property had been assessed individually.  If a partial interest in an unproved property is sold, the amount received is treated as a reduction of the cost of the interest retained.

Revenue Recognition

Oil and natural gas revenues are recorded using the sales method, whereby the Partnership recognizes oil and natural gas revenue based on the amount of oil and gas sold to purchasers.

 

10



 

 

 

The following summarizes the Partnership’s revenue by product sold:

 

 

 

 

 

 

Nine Months Ended
September 30,

 

Year Ended
December 31,

 

 

 

 

2005

 

2004

 

2004

 

2003

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil revenue

 

$

1,061,213

 

$

694,146

 

$

1,045,208

 

$

1,505,890

 

 

Gas revenue

 

1,445,482

 

1,962,754

 

2,280,599

 

2,516,661

 

 

Other liquids

 

54,951

 

66,598

 

55,607

 

191,302

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

2,561,646

 

$

2,723,498

 

$

3,381,414

 

$

4,213,853

 

 

 

 

Long-Lived Assets

Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable.  When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset and long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

Office Furniture and Equipment, Drilling Equipment and Depreciation

Office furniture, equipment, and drilling equipment are recorded at cost.  Depreciation is computed over the estimated useful life of the assets using accelerated methods for both financial reporting and income tax purposes.

Capital Contributions Receivable

Upon formation of the Partnership and pursuant to the Partnership and contribution agreements, the general partner, Savoy Exploration, Inc., contributed substantially all of its operating assets, net of related operating liabilities, for its interest in Savoy Energy, L.P., and the limited partners contributed cash and notes receivable for their interest.  Interest accrued on the notes receivable is recorded as an addition to the carrying amount of the receivable and as additional contributed capital of the limited partners.

Federal Income Tax

The federal income tax on Partnership activities is not reflected in the financial statements since the income tax liability is the responsibility of the individual partners.


2.

Related Party Transactions

In 2005 (unaudited), 2004 and 2003, the general partner incurred expenses on behalf of the Partnership for salaries and wages, payroll taxes, retirement plan contributions, health insurance, key man life insurance, other payroll related costs, and office rent.  Those expenses amounted to $472,510 and $520,017 for the nine months ended September 30, 2005 and 2004 (unaudited), respectively, and $774,490 and $1,005,578 for the years ended December 31, 2004 and 2003,

 

11



 

 

 

respectively.  Of these amounts, $250,084 and $313,252 for the nine months ended September 30, 2005 and 2004 (unaudited) and $462,631 and $665,652 for the years ended December 31, 2004 and 2003, respectively, are classified as general and administrative expenses.  In addition, $117,626 and $109,556 for the nine months ended September 30, 2005 and 2004 (unaudited) and $156,467 and $160,977 for the years ended December 31, 2004 and 2003, respectively, are classified as exploration costs.  The remaining $104,800 and $97,209 for the nine months ended September 30, 2005 and 2004 (unaudited) and $155,392 and $178,949 for the years ended December 31, 2004 and 2003, respectively, are for production costs of which a portion was charged to joint owners. The accounts payable to the general partner reported on the balance sheets relate to the reimbursement of these expenses.

 

 

 

3.

Line-of-Credit

The Partnership has a $3,000,000 unsecured line-of-credit agreement with a bank which expires on August 1, 2005 and which bears interest at .5% below the prime rate.  As of September 30, 2005 (unaudited), December 31, 2004 and 2003, the Partnership has no outstanding borrowings under this line-of-credit.

 

 

 

4.

Long-Term Debt

Long-term debt consists of a note payable to a bank, payable at $43,500 monthly, including interest at .5% below the prime rate, which results in a rate of 5.1% at December 31, 2004. The note is collateralized by drilling equipment.  The final payment is due July 1, 2009.

Annual principal maturities on the long-term debt are summarized as follows.  For the interim periods, the amounts presented represent payments due in the next twelve months.

 

 

 

 

Year Ending

 

September 30,
2005

 

December 31,
2004

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

2005

 

$

424,719

 

$

405,680

 

 

 

2006

 

451,503

 

431,263

 

 

 

2007

 

479,976

 

458,459

 

 

 

2008

 

412,600

 

487,370

 

 

 

2009

 

 

298,371

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

1,768,798

 

$

2,081,143

 

 

 

12



 

5.

Commitments and Contingencies

Lease Commitments

The Partnership leases its office from an unrelated party under a one-year lease with annual options to renew for a total of five years.  The leases automatically renew unless the Partnership gives the landlord written notice ninety days prior to the expiration of the lease.  Minimum future lease payments are as follows.  For the interim periods, the amounts presented represent payments due in the next twelve months.

 

Year Ending

 

September 30,
2005

 

December 31,
2004

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

2005

 

$

 

$

65,440

 

2006

 

27,400

 

10,960

 

 

 

 

 

 

 

Total

 

$

27,400

 

$

76,400

 

 

 

 

Total rent expense included in the statements of operations amount to $49,000 and $47,570 for the nine months ended September 30, 2005 and 2004 (unaudited), respectively, and $63,530 and $61,680 for the years ended December 31, 2004 and 2003, respectively.

Partner Redemptions and Distributions

The Partnership agreement provides that at any time on or after September 19, 2000, and on each anniversary of the closing date thereafter, the Partnership shall offer to redeem all or a portion of the interests of the partners at a price and on terms and conditions established by unanimous consent of the executive committee.  The redemptions will be based on the availability of cash in excess of the anticipated needs of the Partnership for future operations, giving due consideration to the anticipated remaining term of the Partnership.

The Partnership agreement provides for quarterly distributions to the partners based on their respective share of Partnership federal taxable income.  Additional distributions to the partners are at the discretion of the executive committee.

Performance Bond

The Partnership is required by the Michigan Department of Natural Resources to file a performance bond as security on State owned land that is leased for oil and gas exploratory efforts.  The amount of the bond is dependent upon the acres of land leased or intended to be leased.  The Partnership’s $50,000 performance bond enables the Partnership to lease unlimited acreage from the State.

Environmental Matters

The Partnership is subject to various federal and state laws and regulations regarding environmental matters.  The most significant laws and regulations concern contamination of well sites.  The Partnership is not presently aware of

 

13



 

 

 

contamination at any of its sites which would require significant costs for clean up.

 

 

 

6.

Asset Retirement Obligation

On January 1, 2003, the Partnership adopted Statement of Financial Accounting Standard No. 143, Accounting for Asset Retirement Obligations (“SFAS 143”). SFAS 143 requires entities to recognize a liability for the present value of all legal obligations associated with the retirement of tangible long-lived assets and to capitalize an equal amount as part of the cost of the related oil and gas properties.

The adoption of SFAS 143 required the Partnership to record a non-cash expense of $38,542 as a cumulative effect of change in accounting principle for 2003, as well as a non-current liability and an addition to oil and gas properties of $206,833. The following table summarizes the Partnership’s asset retirement obligation transactions as if SFAS 143 had been applied during all periods presented.

 

 

 

Nine Months
Ended
September 30,

 

Year Ended
December 31,

 

 

 

2005

 

2004

 

2003

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset retirement obligation, at the beginning of the period

 

$

290,042

 

$

206,833

 

$

169,116

 

Additions related to new properties

 

33,885

 

72,867

 

29,261

 

Accretion expense

 

10,287

 

10,342

 

8,456

 

 

 

 

 

 

 

 

 

Asset retirement obligation, at the end of the period

 

$

334,214

 

$

290,042

 

$

206,833

 

 

7.

Supplemental Information on Oil and Gas Producing Activities (Unaudited)

The following information is presented in accordance with Statement of Financial Accounting Standards No. 69, Disclosure About Oil and Gas Producing Activities:

Costs Incurred in Oil and Gas Exploration and Development Activities

The following costs were incurred in oil and gas exploration and development activities:

 

 

 

Year Ended December 31,

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Property acquisition costs

 

$

616,293

 

$

373,552

 

Exploration costs

 

541,750

 

1,318,802

 

Development costs

 

462,366

 

1,516,795

 

 

14



 

 

 

Estimated Proved Oil and Gas Reserves

The following reflects total proved and proved developed oil and gas reserves at December 31, 2004, 2003 and 2002, and changes therein for the years ended December 31, 2004 and 2003.  Proved oil and gas reserves are the estimated quantities of crude oil, natural gas and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions.  Prices and costs to estimate those reserves are constant as of December 31, 2004 and 2003.

Proved developed oil and gas reserves are reserves that can be expected to be recovered through existing wells with existing equipment and operating methods.  Proved undeveloped oil and gas reserves are reserves that are expected to be recovered from new wells on drilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

Reserve estimates are subject to numerous uncertainties inherent in the estimation of quantities of proved reserves and in the projection of future rates of production and the timing of development expenditures.  The accuracy of such estimates is a function of the quality of available data and of engineering and geological interpretation and judgment.  Estimates of economically recoverable reserves and of future net cash flows expected therefrom prepared by different engineers or by the same engineers at different times may vary substantially.  Results of subsequent drilling, testing and production may cause either upward or downward revisions of previous estimates.  Further, the volumes considered to be commercially recoverable fluctuate with changes in commodity prices and operating costs.  Any significant revision of reserve estimates could materially adversely affect our financial condition and results of operations.

 

 

 

Oil (bbl)

 

Gas (mcf)

 

 

 

 

 

 

 

Balance, at December 31, 2002

 

1,144,093

 

12,236,930

 

Production

 

(211,718

)

(1,903,241

)

Sales of minerals in-place

 

(1,014,155

)

(10,625,985

)

Revisions of previous estimates

 

196,537

 

1,535,664

 

 

 

 

 

 

 

Balance, at December 31, 2003

 

114,757

 

1,243,368

 

Production

 

(26,809

)

(448,165

)

Revisions of previous estimates

 

(5,299

)

31,223

 

 

 

 

 

 

 

Balance, at December 31, 2004

 

82,649

 

826,426

 

 

15



 

 

Standardized Measure of Discounted Future Net Cash Flows

Estimated discounted future net cash flows and changes therein were determined in accordance with Statement of Financial Accounting Standards (SFAS) No. 69, Disclosures about Oil and Gas Producing Activities.  Certain information concerning the assumptions used in computing the valuation of proved reserves and their inherent limitations are discussed below.  Such information is essential for a proper understanding and assessment of the date presented.

Future cash inflows are computed by applying year-end prices of oil and gas relating to proved reserves to the year-end quantities of those reserves.  Future price changes are considered only to the extent provided by contractual arrangements, including hedging contracts in existence at year end.

The assumptions used to compute estimated future net revenues do not necessarily reflect expectations of actual revenue or costs, or their present worth.  In addition, variations from the expected production rate also could result directly or indirectly from factors outside the Company’s control, such as unintentional delays in development, changes in prices or regulatory controls.  The reserve valuation further assumes that all reserves will be disposed of by production.  However, if reserves are sold in-place, additional economic considerations could also affect the amount of cash eventually realized.

Future development and production costs are computed by estimating the expenditures to be incurred in developing and producing the proved reserves at the end of the year, based on year-end costs and assuming continuation of existing economic conditions.

Because Savoy Energy, L.P. is a partnership, income taxes are the responsibility of the partners and, consequently, are not considered in standardized measure of discounted future net cash flows. Estimates of future general and administrative expense, and interest expense, have not been considered.

The timing of future net cash flows from proved reserves are discounted at an annual rate of 10%.

 

 

 

December 31,

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Future cash flows

 

$

8,908,290

 

$

9,799,186

 

 

 

 

 

 

 

 

 

Future production costs

 

(3,294,349

)

(3,474,631

)

 

 

 

 

 

 

Future net cash flows

 

5,613,941

 

6,324,555

 

10% annual discount for estimated timing of cash flows

 

(1,190,646

)

(1,216,269

)

 

 

 

 

 

 

Standardized measure of discounted future net cash flows

 

$

4,423,295

 

$

5,108,286

 

 

16



 

 

 

Changes in the Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Reserves – An analysis of the changes in the standardized measure of discounted future net cash flows during each of the last two years is as follows:

 

 

 

Year Ending
December 31,

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Standardized measure of discounted future net cash flows relating to proved reserves, beginning of the year

 

$

5,108,286

 

$

38,648,374

 

Sales and transfers of oil and gas produced

 

(2,495,280

)

(2,469,407

)

Net increase (decrease) in prices and production costs

 

1,443,396

 

(1,616,385

)

Sales of reserves in-place

 

 

(33,232,800

)

Revisions in previous quantity estimates

 

(1,959

)

2,392,685

 

Accretion of discount

 

510,829

 

3,864,837

 

Changes in rates of production and other

 

(141,977

)

(2,479,018

)

 

 

 

 

 

 

Standardized measure of discounted future net cash flows relating to proved reserves, end of the year

 

$

4,423,295

 

$

5,108,286

 

 

 

 

The computation of the standardized measure of discounted future net cash flows relating to proved reserves at December 31, 2004 and 2003 was based on year-end prices of $40.79 and $29.70 for oil and $6.70 and $5.14 for gas, respectively.

 

17



 

(b)  Unaudited Pro Forma Financial Information

 

The unaudited pro forma financial statements as of and for the nine months ended September 30, 2005, and for the year ended December 31, 2004, are below and give effect to the acquisition of Savoy Energy Limited Partnership ("Savoy") by Hallador Petroleum Company ("Hallador").

 

On December 30, 2005, Hallador Petroleum Company (Hallador) entered into an agreement to purchase a 32% interest in Savoy Energy Limited Partnership (Savoy) from Yorktown Energy Partners II, L.P. (Yorktown, an institutional investor) for $4,165,000.

 

On December 20, 2005, through a private placement, Hallador sold 1,893,169 shares of its common stock to Yorktown for $2.20 per share.  The cash proceeds of $4,165,000 were used to acquire the 32% interest in Savoy from Yorktown.

 

The unaudited pro forma consolidated balance sheet was prepared as though the transaction had occurred on September 30, 2005, and includes the following:

 

                The acquisition of the 32% interest in Savoy from Yorktown; and

 

                The sale of Hallador common stock to Yorktown.

 

The unaudited pro forma consolidated statement of operations for the nine months ended September 30, 2005, and for the year ended December 31, 2004, includes the following transactions as if they had occurred as of the beginning of the respective periods:

 

                The acquisition of the 32% interest in Savoy from Yorktown; and

 

                The sale of Hallador common stock to Yorktown.

 

Adjustments for these transactions are reflected in the notes to the unaudited pro forma financial statements.  You should read the unaudited pro forma financial statements and accompanying notes along with the historical financial statements included in Hallador’s previous filings with the Securities and Exchange Commission, and the audited and unaudited Savoy financial statements included above.

 

The information presented under the heading "Savoy Pro Forma Adjustments" reflects a 32% share of Savoy’s results of operations for the nine months ended September 30, 2005 and the year ended December 31, 2004.  There are no Savoy results of operations reflected in Hallador’s historical results of operations.

 

The pro forma statements of operations were derived by adjusting the historical financial statements of Hallador.  The adjustments were based on currently available information.  The actual adjustments, therefore, may differ from the pro forma adjustments.  We believe, however, that the adjustments provide a reasonable basis for presenting the significant effects of the transactions described above.  The unaudited pro forma financial statements do not purport to present Hallador’s results of operations had the acquisition or the other transaction actually been completed as of the dates indicated.  Moreover, the statements do not project our financial position or results of operations for any future date or period.

 

 

18



 

HALLADOR PETROLEUM COMPANY

Unaudited Pro Forma Consolidated Balance Sheet

As of September 30, 2005

(in thousands, except per share information)

 

 

 

Hallador
Petroleum
Company(g)

 

Savoy Pro
Forma
Adjustments

 

Pro Forma

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

11,539

 

$

4,165

(b)

$

11,539

 

Accounts receivable-

 

 

 

(4,165

)(a)

 

 

Oil and gas sales

 

921

 

 

 

921

 

Well operations

 

839

 

 

 

839

 

Total current assets

 

13,299

 

0

 

13,299

 

 

 

 

 

 

 

 

 

Oil and gas properties, at cost (successful efforts):

 

 

 

 

 

 

 

Unproved properties

 

3,555

 

 

 

3,555

 

Proved properties

 

2,301

 

 

 

2,301

 

Less - accumulated depreciation, depletion, amortization and impairment

 

(1,764

)

 

 

(1,764

)

 

 

4,092

 

0

 

4,092

 

 

 

 

 

 

 

 

 

Other assets:

 

 

 

 

 

 

 

Investments

 

 

 

 

 

 

 

Savoy Energy, L.P.

 

 

 

4,165

(a)

4,165

 

Catalytic Solutions

 

150

 

 

 

150

 

CELLC

 

271

 

 

 

271

 

Other assets

 

76

 

 

 

76

 

Total other assets

 

497

 

4,165

 

4,662

 

Total assets

 

17,888

 

4,165

 

22,053

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

995

 

$

 

 

$

995

 

Oil and gas sales payable

 

1,205

 

 

 

1,205

 

Income taxes payable

 

494

 

 

 

494

 

Total current liabilities

 

2,694

 

0

 

2,694

 

 

 

 

 

 

 

 

 

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

 

19

(b)

90

 

Additional paid-in capital

 

18,061

 

4,146

(b)

22,207

 

Accumulated deficit

 

(2,938

)

 

 

(2,938

)

Total shareholders’ equity

 

15,194

 

4,165

 

19,359

 

Total liabilities and shareholders’ equity

 

$

17,888

 

$

4,165

 

$

22,053

 

 

See accompanying notes to financial statements.

 

19



 

HALLADOR PETROLEUM COMPANY

Unaudited Pro Forma Consolidated Statement of Operations

For the Nine Months Ended September 30, 2005

(in thousands, except per share information)

 

 

 

Hallador
Petroleum
Company
(g)

 

Savoy Pro
Forma
Adjustments

 

Pro Forma

 

 

 

 

 

 

 

 

 

REVENUE

 

 

 

 

 

 

 

Gas

 

$

521

 

$

 

 

$

521

 

Natural gas liquids

 

146

 

 

 

146

 

Oil

 

73

 

 

 

73

 

Interest

 

414

 

 

 

414

 

Total revenue

 

1,154

 

0

 

1,154

 

Costs and expenses:

 

 

 

 

 

 

 

Lease operating

 

157

 

 

 

157

 

Delay rentals

 

38

 

 

 

38

 

Impairment of unproved properties

 

183

 

 

 

183

 

Equity in loss of Savoy Energy, L.P.

 

 

 

(326

)(c)

(279

)

 

 

 

 

47

(d)

 

 

Equity in loss of CELLC

 

55

 

 

 

55

 

Depreciation, depletion and amortization

 

30

 

 

 

30

 

General and administrative

 

411

 

 

 

411

 

 

 

874

 

(279

)

595

 

Income from continuing operations before minority interest and income taxes

 

280

 

279

 

559

 

 

 

 

 

 

 

 

 

Minority interest

 

(84

)

 

 

(84

)

 

 

 

 

 

 

 

 

Income from continuing operations before income taxes

 

196

 

279

 

475

 

 

 

 

 

 

 

 

 

Income taxes - current

 

(90

)

(128

)(f)

(218

)

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

106

 

$

151

 

$

257

 

 

 

 

 

 

 

 

 

Income from continuing operations per share-basic

 

$

.02

 

$

.01

 

$

0.03

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding-basic

 

7,093

 

1,893

(e)

8,986

 

 

See accompanying notes to financial statements.

 

20



 

HALLADOR PETROLEUM COMPANY

Unaudited Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2004

(in thousands, except per share information)

 

 

 

Hallador
Petroleum
Company(g)

 

Savoy Pro
Forma
Adjustments

 

Pro Forma

 

 

 

 

 

 

 

 

 

REVENUE

 

 

 

 

 

 

 

Gas

 

$

656

 

$

 

 

$

656

 

Natural gas liquids

 

166

 

 

 

166

 

Oil

 

83

 

 

 

83

 

Interest

 

167

 

 

 

167

 

Total revenue

 

1,072

 

0

 

1,072

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Lease operating

 

149

 

 

 

149

 

Delay rentals

 

102

 

 

 

102

 

Impairment of unproved properties

 

144

 

 

 

144

 

Equity in loss of Savoy Energy, L.P.

 

 

 

636

(c)

712

 

 

 

 

 

76

(d)

 

 

Depreciation, depletion and amortization

 

42

 

 

 

42

 

General and administrative

 

852

 

 

 

852

 

 

 

1,289

 

712

 

2,001

 

Loss from continuing operations before minority interest

 

(217

)

(712

)

(929

)

 

 

 

 

 

 

 

 

Minority interest

 

65

 

 

 

65

 

 

 

 

 

 

 

 

 

Loss from continuing operations

 

$

(152

)

$

(712

)

$

(864

)

 

 

 

 

 

 

 

 

Loss from continuing operations per share-basic

 

$

(.02

)

$

(.08

)

$

(.10

)

 

 

 

 

 

 

 

 

Weighted average shares outstanding-basic

 

7,093

 

1,893

(e)

8,986

 

 

See accompanying notes to financial statements.

 

21



 

HALLADOR PETROLEUM COMPANY

Notes to Unaudited Pro Forma Financial Statements

 

(a)

Cash paid in connection with the acquisition of 32% equity interest in Savoy Energy, L.P.

 

$

4,165

 

 

 

 

 

 

(b)

Sale of common stock to Yorktown Energy Partners VI, L.P. in a private placement

 

 

 

 

 

 

 

 

 

Shares

 

1,893,169

 

 

 

 

 

 

 

Price per share

 

2.20

 

 

Proceeds from private placement

 

$

4,165

 

 

 

 

 

 

(c)

Equity in loss of Savoy Energy, L.P.:

 

 

 

 

 

 

 

 

 

For the nine months ended September 30, 2005 as reported in item 9.01 (a)

 

$

1,018

 

 

Hallador Petroleum Company’s percentage of equity interest

 

32

%

 

Hallador Petroleum Company’s equity in loss of Savoy Energy, L.P.

 

$

326

 

 

For the year ended December 31, 2004 as reported in item 9.01 (a)

 

$

(1,986

)

 

Hallador Petroleum Company’s percentage of equity interest

 

32

%

 

Hallador Petroleum Company’s equity in loss of Savoy Energy, L.P.

 

$

(636

)

 

 

 

 

 

(d)

Hallador Petroleum Company’s purchase price exceeded its pro rata share of the equity of Savoy Energy, L.P. The excess cost was attributed to Savoy Energy, L.P.’s oil and gas properties. The adjustment reflects the depreciation, depletion and amortization of the excess based on Savoy Energy, L.P.’s weighted average units of production rate during the respective periods below.

 

 

 

 

 

 

 

 

 

Hallador Petroleum Company purchase price

 

$

4,165

 

 

Equity of Savoy Energy, L.P. as of January 1, 2004

 

12,428

 

 

Hallador Petroleum Company’s percentage of equity interest

 

32

%

 

Pro rata share of the equity of Savoy Energy, L.P.

 

3,977

 

 

Excess cost

 

188

 

 

Weighted average units of production rate

 

25

%

 

Amortization of excess cost

 

47

 

 

 

 

 

 

 

Hallador Petroleum Company purchase price

 

$

4,165

 

 

Equity of Savoy Energy, L.P. as of January 1, 2004

 

12,428

 

 

Hallador Petroleum Company’s percentage of equity interest

 

32

%

 

Pro rata share of the equity of Savoy Energy, L.P.

 

3,977

 

 

Excess cost

 

188

 

 

Weighted average units of production rate

 

41

%

 

Amortization of excess cost

 

76

 

 

 

 

 

 

(e)

The weighted average shares outstanding reflect the impact of the shares issued to Yorktown Energy Parnters VI, L.P., proceeds of which were used to acquired the 32% equity interest in Savoy Energy, L.P.

 

 

 

 

 

 

 

 

(f)

Provision for income taxes based on annual effective tax rate of 35% applied to income from continuing operations.

 

 

 

(g)

Reflects the financial position and results of operations for Hallador Petroleum Company as reported in its periodic reports on Form 10-QSB and Form 10-KSB for the periods ended September 30, 2005 and December 31, 2004, respectively.

 

 

 

 

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(c) Shell Company Transactions:  None

 

(d) Exhibits -

 

10.1                                   PURCHASE AND SALE AGREEMENT dated effective as of December 31, 2005 between Hallador Petroleum Company, as Purchaser and  Yorktown Energy Partners II, L.P., as Seller  relating to the purchase and sale of limited partnership interests in Savoy Energy Limited Partnership - Incorporated by reference to the Form 8-K filed on January 3, 2006. (1)

 


(1) Incorporated by reference to Form 8-K filed January 3, 2006.

 

23



 

SIGNATURES

 

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

 

 

 

 

 

Date: March 16, 2006

By:

/S/ VICTOR P. STABIO

 

 

 

Victor P. Stabio

 

 

Chief Executive Officer

 

 

and President

 

24