-----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, UQ3NL8Pdy7c1G40pDtCET2YElztjT58zLCFSz/O/SJ6tB0N9kq5ib69iGiwM2gku bGbsJFZOcRhRwucQ96t18w== 0000821483-00-000004.txt : 20000202 0000821483-00-000004.hdr.sgml : 20000202 ACCESSION NUMBER: 0000821483-00-000004 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991101 ITEM INFORMATION: FILED AS OF DATE: 20000113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELTA PETROLEUM CORP/CO CENTRAL INDEX KEY: 0000821483 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 841060803 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-16203 FILM NUMBER: 506626 BUSINESS ADDRESS: STREET 1: 555 17TH ST STE 3310 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032939133 MAIL ADDRESS: STREET 1: 555 17TH STREET STREET 2: SUITE 3310 CITY: DENVER STATE: CO ZIP: 80202 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 1, 1999 DELTA PETROLEUM CORPORATION (Exact name of registrant as specified in its charter) Colorado 0-16203 84-1060803 (State of Commission (I.R.S. Employer Incorporation) File No. Identification No.) Suite 3310 555 17th Street Denver, Colorado 80202 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (303) 293-9133 This report on Form 8-K/A amends and supplements a report on Form 8-K filed by Delta Petroleum Corporation ("Delta" or "the Company") on November 1, 1999 in connection with the acquisition of certain producing wells and associated acreage in New Mexico and Texas from Whiting Petroleum Corporation ("Whiting Properties"). ITEM 7. FINANCIAL STATEMENTS AND EXHIBIT. (A) Audited Statement of Oil and Gas Revenue and Direct Lease Operating Expenses of the Whiting Properties for each of the years in the two year period ended June 30, 1999. (B) Condensed pro forma combined financial statements of Delta Petroleum Corporation at September 30, 1999 and for the three months then ended, and for the year ended June 30, 1999. (C) Exhibit (23.1) Consent of KPMG LLP Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DELTA PETROLEUM CORPORATION (Registrant) Date: January 13, 2000 By: s/Aleron H. Larson, Jr. Aleron H. Larson, Jr. Chairman/C.E.O. INDEPENDENT AUDITORS' REPORT THE BOARD OF DIRECTORS WHITING PETROLEUM CORPORATION We have audited the accompanying statement of oil and gas revenue and direct lease operating expenses of oil and gas properties ("the Whiting Properties") of Whiting Petroleum Corporation ("Whiting") acquired by Delta Petroleum Corporation for each of the years in the two-year period ended June 30, 1999. This financial statement is the responsibility of Whiting's management. Our responsibility is to express an opinion on this financial statement based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of oil and gas revenue and direct lease operating expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of oil and gas revenue and direct lease operating expenses. An audit also includes 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. The accompanying statement of oil and gas revenue and direct lease operating expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission. Full historical financial statements, including general and administrative expenses and other indirect expenses, have not been presented as management of the Whiting Properties cannot make a practicable determination of the portion of their general and administrative expenses or other indirect expenses which are attributable to the Whiting Properties. In our opinion, the statement of oil and gas revenue and direct lease operating expenses referred to above presents fairly, in all material respects, the oil and gas revenue and direct lease operating expenses of the Whiting Properties as described in Note 1 for each of the years in the two-year period ended June 30, 1999, in conformity with generally accepted accounting principles. KPMG LLP s/KPMG LLP December 29,1999 WHITING PROPERTIES STATEMENT OF OIL AND GAS REVENUE AND DIRECT LEASE OPERATING EXPENSES Three months Ended September 30, Years Ended June 30, 1999 1999 1998 (Unaudited) Operating Revenue: Sales of condensate $ 47,689 124,083 165,555 Sales of natural gas 207,243 648,583 675,536 Total Operating Revenue 254,932 772,621 841,091 Direct Lease Operating Expenses 66,339 250,373 221,593 Net Operating Revenue $188,593 522,248 619,498 See accompanying notes to financial statements. NOTES TO WHITING PROPERTIES STATEMENT OF OIL AND GAS REVENUE AND DIRECT LEASE OPERATING EXPENSES FOR EACH OF THE YEARS IN THE TWO-YEAR PERIOD ENDED JUNE 30, 1999 1) PURCHASE OF OIL AND GAS PROPERTIES AND BASIS OF PRESENTATIONS The accompanying financial statement presents the revenues and direct lease operating expenses of certain oil and gas properties of Whiting Petroleum Corporation (the "Whiting Properties") for each of the years in the two-year period ended June 30, 1999. The properties consist of working interests in oil and gas properties located in New Mexico and Texas. These properties are subject to an agreement whereby Delta Petroleum Corporation's purchase is effective July 1, 1999. The accompanying statement of oil and gas revenue and direct lease operating expenses of the Whiting Properties was prepared to comply with certain rules and regulations of the Securities and Exchange Commission. Full historical financial statements including general and administrative expenses and other indirect expenses, have not been presented as management of the Whiting Properties cannot make a practicable determination of the portion of their general and administrative expenses or other indirect expenses which are attributable to the Whiting Properties. Revenue in the accompanying statement of oil and gas revenue and direct lease operating expenses is recognized on the sales method. Direct lease operating expenses are recognized on the accrual basis and consist of all costs incurred in producing, marketing and distributing products produced by the property as well as production taxes and monthly administrative overhead costs. 2) SUPPLEMENTAL FINANCIAL DATA -OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) The following unaudited information has been prepared in accordance with Statement of Financial Accounting Standards No. 69, DISCLOSURE ABOUT OIL AND GAS PRODUCING ACTIVITIES (SFAS 69). A) ESTIMATED PROVED OIL AND GAS RESERVES 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; i.e., prices and costs as of the date the estimate is made. 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 undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. An estimate of proved developed future net recoverable oil and gas reserves of the Whiting Properties and changes therein follows. Such estimates are inherently imprecise and may be subject to substantial revisions. Proved undeveloped reserves attributable to the Whiting Properties are not significant. Oil and Natural Condensate Gas (Bbls) (Mcf) Balance at July 1, 1997 107,847 3,752,496 Production (10,129) (286,248) Effect of changes in prices and other 1,190 71,163 Balance at June 30, 1998 98,908 3,537,411 Production (9,698) (305,944) Effect of changes in prices and other 4,046 145,563 Balance at June 30, 1999 93,256 3,377,030 B) STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS The standard measure of discounted future net cash flows has been calculated in accordance with the provisions of SFAS No. 69. Future oil and gas sales and production and development costs have been estimated using prices and costs in effect at the end of the years indicated. Future income tax expenses have not been considered, as the properties are not a tax paying entity. Future general and administrative and interest expenses have also not been considered. Changes in the demand for oil and natural gas, inflation, and other factors make such estimates inherently imprecise and subject to substantial revision. This table should not be construed to be an estimate of the current market value of the proved reserves. The standardized measure of discounted future net cash flows as of June 30, 1999 and 1998 is as follows: 1999 1998 Future oil and gas sales $9,911,271 8,635,254 Future production and development costs (4,176,027) (3,999,310) Future net revenue 5,735,244 4,635,944 10% annual discount for estimated timing of cash flows (2,622,202) (2,047,660) Standardized measure of discounted Future net cash flows $3,113,042 2,588,284 No income taxes have been reflected due to available net operating loss carry forwards of Delta Petroleum Corporation. C) CHANGES IN STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS RELATING TO PROVED OIL AND GAS RESERVES An analysis of the changes in the total standardized measure of discounted future net cash flows during each of the last two years is as follows: 1999 1998 Beginning of year $2,588,284 2,526,799 Changes resulting from: Sales of oil and gas, net of Production costs (522,248) (619,498) Changes in prices and other 788,178 428,303 Accretion of discount 258,828 252,680 End of year $3,113,042 2,588,284 DELTA PETROLEUM CORPORATION CONDENSED PRO FORMA COMBINED FINANCIAL STATEMENTS On November 1, 1999, Delta Petroleum Corporation ("Delta" or "the Company") purchased interests in 11 producing wells and associated acreage in New Mexico and Texas from Whiting Petroleum Corporation ("Whiting Properties") for a purchase price of approximately $2,880,000 financed through borrowings from an unrelated entity at an interest rate of 18% per annum. The following unaudited condensed pro forma combined balance sheet assumes that the acquisition of the Whiting Properties occurred on September 30, 1999 and reflects the historical consolidated balance sheet of Delta giving pro forma effect to this transaction using the purchase method of accounting. The unaudited condensed pro forma combined balance sheet should be read in conjunction with the historical statements and related notes of the Company. The following unaudited condensed pro forma combined statement of operations for the three months ended September 30, 1999 and for the year ended June 30, 1999 assumes the acquisition of the Whiting Properties occurred on July 1, 1998. No general and administrative or other indirect costs related to the Whiting Properties have been reflected in the historical results of the Whiting Properties nor have they been reflected in proforma adjustments as it is not practical to allocate such costs for the historical statements or estimate such costs for proforma purposes. The pro forma results of operations are not necessarily indicative of the results of operations that would actually have been attained if the transaction had occurred as of this date. These statements should be read in conjunction with the historical financial statements and related notes of the Company and the Statement of Oil and Gas Revenue and Direct Operating Expenses of the Whiting Properties included herein. DELTA PETROLEUM CORPORATION Unaudited Condensed Pro Forma Combined Balance Sheet As of September 30, 1999 Pro Forma Delta Adjustments Pro Forma Historical (Note B) Delta Current Assets: Cash $ 39,560 39,560 Trade accounts receivable 257,171 257,171 Other current assets 10,900 10,900 Total current assets 307,631 - 307,631 Property and Equipment: Oil and gas properties, at cost, using the successful efforts method of accounting 10,861,712 2,880,000(1) 13,741,712 Less accumulated depreciation and depletion (1,684,862) (1,684,862) Net property and equipment 9,176,850 2,880,000 12,056,850 Long term assets: Other long term assets 257,338 257,338 Deposit on purchase of oil and gas properties 3,919,800 3,919,800 Total long term assets 4,177,138 - 4,177,138 $13,661,619 2,880,000 16,541,619 Current Liabilities: Accounts payable $ 410,584 410,584 Other accrued liabilities 208,964 208,964 Current portion of long-term debt 360,425 2,880,000(1) 3,240,425 Total current liabilities 979,973 2,880,000 3,859,973 Long-term debt 2,679,575 2,679,575 Stockholders' Equity: Preferred stock, $.10 par value - - Common stock, $.01 par value 66,539 66,539 Additional paid-in capital 30,190,800 30,190,800 Accumulated other comprehensive loss (148,332) (148,332) Accumulated deficit (20,106,936) (20,106,936) 0 Total stockholders' equity 10,002,071 - 10,002,071 Commitments $13,661,619 2,880,000 16,541,619
See accompanying notes to condensed pro forma combined financial statements. DELTA PETROLEUM CORPORATION Unaudited Condensed Pro Forma Combined Statement of Operations Three Months Ended September 30, 1999 Pro Forma Delta Whiting Adjustments Pro Forma Historical Properties (Note C) Delta Revenue: Oil and gas sales $ 116,540 254,932 371,472 Other revenue 30,288 - 30,288 Total revenue 146,828 254,932 - 401,760 Operating expenses: Lease operating expenses 39,147 66,339 105,486 Depreciation and depletion 34,634 - 64,224(1) 98,858 Exploration expenses 415 - 415 Abandoned and impaired properties 1,114 - 1,114 General and administrative 380,083 - 380,083 Stock option expense 109,986 - 109,986 Total operating expenses 565,379 66,339 64,224 695,942 Loss from operations (418,551) 188,593 (64,224) (294,182) Other income and expenses: Interest expense (107,475) - (129,600)(2) (237,075) Loss on sale of securities available for sale (2,551) - (2,551) Total other income and expenses (110,026) - (129,600) (239,626) Loss $ (528,577) 188,593 (193,824) (533,808) Basic and diluted loss per common share $ (0.08) (0.08) Weighted average number of common shares outstanding 6,574,445 6,574,445
See accompanying notes to condensed pro forma combined financial statements. DELTA PETROLEUM CORPORATION Unaudited Condensed Pro Forma Combined Statement of Operations Year Ended June 30, 1999 Pro Forma Delta Whiting Adjustments Pro Forma Historical Properties (Note C) Delta Revenue: Oil and gas sales $ 557,503 772,621 1,330,124 Gain on sale of oil and gas properties 957,147 - 957,147 Other revenue 203,001 - 203,001 Total revenue 1,717,651 772,621 - 2,490,272 Operating expenses: Lease operating expenses 209,438 250,373 459,811 Depreciation and depletion 229,292 - 243,936(1) 473,228 Exploration expenses 74,670 - 74,670 Abandoned and impaired properties 273,041 - 273,041 Dry hole costs 226,084 - 226,084 General and administrative 1,506,683 - 1,506,683 Stock option expense 2,080,923 - 2,080,923 Total operating expenses 4,600,131 250,373 243,936 5,094,440 Loss from operations (2,882,480) 522,248 (243,936) (2,604,168) Other income and expenses: Interest expense (19,726) - (518,400)(2) (538,126) Loss on sale of securities available for sale (96,553) - (96,553) Total other income and expenses (116,279) - (518,400) (634,679) Loss $(2,998,759) 522,248 (762,336) (3,238,847) Basic and diluted loss per common share $ (0.51) (0.55) Weighted average number of common shares outstanding 5,854,758 5,854,758
See accompanying notes to condensed pro forma combined financial statements. NOTES TO CONDENSED PRO FORMA COMBINED FINANCIAL STATEMENTS SEPTEMBER 30, 1999 (UNAUDITED) A) BASIS OF PRESENTATION The accompanying unaudited condensed pro forma combined balance sheet assumes that acquisition of the Whiting Properties occurred on September 30, 1999 and reflects the historical consolidated balance sheet of Delta at that date giving pro forma effect to the transaction using the purchase method of accounting. The unaudited condensed pro forma combined balance sheet should be read in conjunction with the historical statements and related notes of Delta. The accompanying unaudited condensed pro forma combined statements of operations for the three months ended September 30, 1999 and for the year ended June 30, 1999 assume that the acquisition of the Whiting Properties occurred as of July 1, 1998. No general and administrative or other indirect costs related to the Whiting Properties have been reflected in the historical results of the Whiting Properties nor have they been reflected in proforma adjustments as it is not practical to allocate such costs for the historical statements or estimate such costs for proforma purposes. The pro forma results of operations are not necessarily indicative of the results of operations that would actual have been attained if the transactions had occurred as of this date. These statements should be read in conjunction with the historical financial statements and related notes of Delta and the Statement of Revenue and Direct Operating Expenses of the Whiting Properties included herein. B) ACQUISITION OF WHITING PROPERTIES - BALANCE SHEET On November 1, 1999, the Company purchased interests in 11 producing wells and associated acreage in New Mexico and Texas from Whiting Petroleum Corporation for a purchase price of approximately $2,880,000 financed through borrowings from an unrelated entity at an interest rate of 18% per annum. The accompanying historical balance sheet of Delta at September 30, 1999 has been adjusted to record the purchase price of the Whiting Properties as follows: (1) To record the assets acquired relating to the Whiting Properties and the related short term financing. C) ACQUISITION OF WHITING PROPERTIES - STATEMENT OF OPERATIONS The accompanying condensed pro forma combined statement of operations for the three months ended September 30, 1999 and for the year ended June 30, 1999 have been adjusted to include the historical revenue and direct lease operating expenses of the Whiting Properties prior to the acquisition. In addition, the following adjustments have been made to the accompanying condensed pro forma combined statement of operations for the three months ended September 30, 1999 and for the year ended June 30, 1999: (1) To adjust depletion expense to reflect the pro forma combined depletion rate giving effect to the acquisition of the Whiting properties. (2) To record interest expense for interest associated with the debt incurred in connection with the Whiting Properties. Assumed interest rate is 18%. A one-eighth change in interest rate would have a $3,600 annual impact on interest expense. (3) No income tax efforts of the proforma adjustment have been reflected due to Delta's net operating loss carry forward position. INDEX TO EXHIBITS (1) Underwriting Agreement. Not applicable. (2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession. Not applicable. (3) (i) Articles of Incorporation. Not applicable. (ii) Bylaws. Not applicable. (4) Instruments Defining the Rights of Security Holders, including Indentures. Not applicable. (5) Opinion: re: Legality. Not applicable. (6) Opinion: Discount on Capital Shares. Not applicable. (7) Opinion: re: Liquidation Preference. Not Applicable. (8) Opinion: re: Tax Matters. Not Applicable. (9) Voting Trust Agreement. Not Applicable. (10) Material Contracts. Not Applicable. (11) Statement re: Computation of Per Share Earnings. Not Applicable. (12) Statement re: Computation of Ratios. Not Applicable. (13) Annual Report to Security Holders, etc. Not Applicable. (14) Material Foreign Patents. Not Applicable. (15) Letter re: Unaudited Interim Financial Information. Not Applicable. (16) Letter re: Change in Certifying Accountant. Not applicable. (17) Letter re: Director Resignation. Not applicable. (18) Letter re: Change in Accounting Principles. Not Applicable. (19) Report Furnished to Security Holders. Not Applicable. (20) Other Documents or Statements to Security Holders. Not applicable. (21) Subsidiaries of the Registrant. Not Applicable. (22) Published Report Regarding Matters Submitted to Vote of Security Holders. Not Applicable. (23) Consents of Experts and Counsel. 23.1 Consent of KPMG LLP (24) Power of Attorney. Not applicable. (25) Statement of Eligibility of Trustee. Not Applicable. (26) Invitations for Competitive Bids. Not Applicable. (27) Financial Data Schedule. Not Applicable. (99) Additional Exhibits. Not Applicable. EX-23.1 2 Consent of Independent Auditors We consent to the inclusion of our report dated December 29, 1999 in Form 8-K of Delta Petroleum Corporation and incorporation by reference in the registration statement No. 33- 87106 on Form S-8 of Delta Petroleum Corporation relating to the Statement of Oil and Gas Revenue and Direct lease operating expenses of oil and gas properties of Whiting Petroleum Corporation acquired by Delta Petroleum Corporation for each of the years in the two-year period ended June 30, 1999 which report appears in the Form 8-K of Delta Petroleum Corporation dated January 13, 2000. s/KPMG LLP KPMG LLP Denver, Colorado January 12, 2000 -----END PRIVACY-ENHANCED MESSAGE-----