SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Exact (Date of earliest event reported) April 17, 2002
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VINTAGE PETROLEUM, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-10578 73-1182669
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
110 West Seventh Street, Tulsa, Oklahoma 74119
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (918) 592-0101
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Not applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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(a) The following pro forma financial information is being filed
herewith:
VINTAGE PETROLEUM, INC. AND SUBSIDIARIES
Pro Forma Combined Statement of Operations for the year ended
December 31, 2001 (Unaudited)
Notes to Pro Forma Combined Statement of Operations (Unaudited)
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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.
VINTAGE PETROLEUM, INC.
By: /s/ Michael F. Meimerstorf
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Michael F. Meimerstorf
Vice President and Controller
Date: April 17, 2002
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VINTAGE PETROLEUM, INC. AND SUBSIDIARIES
PRO FORMA COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2001
(US$, in thousands, except per share amounts)
(Unaudited)
Historical
------------------------- Company
Company Pro Forma Pro Forma
Consolidated Genesis Adjustments Combined
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(Note 1) (Note 2) (Note 3)
Revenues:
Oil and gas sales......................................... $ 731,386 $ 58,785 $ - $ 790,171
Gas marketing............................................. 130,209 - - 130,209
Oil and gas gathering..................................... 17,032 - - 17,032
Gain on disposition of assets............................. 26,871 - - 26,871
Other income.............................................. 3,743 5 - 3,748
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909,241 58,790 - 968,031
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Costs and expenses:
Lease operating, including production taxes............... 213,551 15,143 - 228,694
Exploration costs......................................... 22,073 - 4,484 (a) 26,557
Gas marketing............................................. 126,373 - - 126,373
Oil and gas gathering..................................... 17,759 - - 17,759
General and administrative................................ 50,844 27,687 (25,206)(b) 53,325
Depreciation, depletion and amortization.................. 168,944 10,277 8,173 (c) 187,394
Impairment of oil and gas properties...................... 29,050 - - 29,050
Amortization of goodwill.................................. 11,940 - 5,395 (d) 17,335
Interest.................................................. 64,728 2,042 13,231 (e) 80,001
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705,262 55,149 6,077 766,488
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Income (loss) before income taxes....................... 203,979 3,641 (6,077) 201,543
Provision (benefit) for income taxes........................ 70,472 245 (291)(f) 70,426
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Net income (loss)........................................... $ 133,507 $ 3,396 $ (5,786) $ 131,117
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Earnings per share - basic.................................. $ 2.12 $ 2.08
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Earnings per share - diluted................................ $ 2.09 $ 2.05
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Weighted average common
shares outstanding - basic................................ 63,023 63,023
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Weighted average common
shares outstanding - diluted.............................. 64,027 64,027
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See notes to pro forma combined financial statements.
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VINTAGE PETROLEUM, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA COMBINED STATEMENT OF OPERATIONS
(Unaudited)
(1) Basis of Presentation
The pro forma combined statement of operations for the year ended December
31, 2001, has been prepared assuming the Company consummated the acquisition of
Genesis (as defined below) on January 1, 2001, with funds provided by advances
under the Company's revolving credit facility and available cash on hand.
The Historical Company Consolidated results of operations for the year
ended December 31, 2001, are derived from the Company's 2001 audited
consolidated financial statements and include eight months of operating results
for Genesis under purchase accounting.
The Company reports foreign currency transactions and financial statement
translations in accordance with Statement of Financial Accounting Standards No.
52, Foreign Currency Translations. Genesis' functional currency is the Canadian
dollar. The Genesis Historical statement of earnings was translated into U.S.
dollars in the accompanying pro forma combined statement of operations using the
average conversion rate of 1.5355 for the four months ended April 30, 2001.
Certain Genesis Historical amounts have been reclassified to conform with the
Company's U.S. reporting format. These reclassifications have no impact on net
income.
The pro forma adjustments are based upon available information and certain
assumptions that management of the Company believes are reasonable. The pro
forma combined statement of operations does not purport to represent what the
Company's results of operations actually would have been had such transaction in
fact occurred on the date indicated or to project the Company's financial
position or results of operations for any future date or period. This pro forma
combined statement of operations and the notes thereto should be read in
conjunction with the Company's 2001 audited consolidated financial statements
and the notes thereto included in the Company's Form 10-K filed with the
Securities and Exchange Commission on March 20, 2002.
(2) Acquisition of Genesis Exploration Ltd.
On May 2, 2001, the Company, through a wholly-owned subsidiary, acquired
100 percent of the outstanding common stock of Genesis Exploration Ltd.
("Genesis") for approximately C$944 million (approximately US$617 million based
on the exchange rate at closing of US$1/C$1.5310) in cash and assumption of net
liabilities. The funds used for this acquisition were obtained through advances
under the Company's revolving credit facility and available cash on hand. The
Historical Genesis results of operations for the four months ended April 30,
2001, are based on its unaudited consolidated statement of earnings and retained
earnings applying U.S. generally accepted accounting principles under the full
cost method of accounting.
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VINTAGE PETROLEUM, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA COMBINED STATEMENT OF OPERATIONS (Continued)
(Unaudited)
(3) Pro Forma Adjustments
The following describe the adjustments made to reflect the foregoing
transaction as of the date indicated above:
(a) The pro forma exploration expense has been adjusted to reflect exploration
seismic, lease expirations, delay rental and dry hole costs capitalized in
Genesis' historical results utilizing the full cost method of accounting.
As the Company reports results utilizing the successful efforts method of
accounting, these costs are expensed through the pro forma adjustment.
(b) The pro forma general and administrative expense has been increased by
$422,000 to expense operating overhead charges capitalized by Genesis as
part of operated capital projects under full cost accounting which are
required to be expensed under the successful efforts accounting method used
by the Company. The pro forma general and administrative expense has been
decreased by $25,628,000 to remove the one-time cost of payments made to
(i) Genesis employees for early termination of an incentive compensation
plan and (ii) Genesis advisors for services related to the sale of the
company.
(c) The pro forma depreciation, depletion and amortization expense has been
adjusted by computing the Company's pro forma cost of proved oil and gas
properties subject to amortization and estimated future abandonment costs,
pro forma production and pro forma proved reserves, giving effect to the
purchase of Genesis and comparing such computation with the historical
amount (which was calculated using the full cost method of accounting). The
Company's pro forma depreciation, depletion and amortization per equivalent
barrel of oil is $5.00 for the year ended December 31, 2001.
(d) The pro forma amortization of goodwill expense has been adjusted for the
amortization of goodwill associated with the acquisition of Genesis. The
goodwill is amortized on a units of production basis over the life of the
total proved reserves acquired in the Genesis acquisition using pro forma
production.
(e) The pro forma interest expense has been adjusted to reflect the additional
interest expense resulting from the assumed purchase of Genesis as of
January 1, 2001, with funds provided by advances under the Company's
revolving credit facility with an average interest rate of 5.95 percent for
the year ended December 31, 2001. A 0.125 percent change in interest rates
would have an impact of approximately $598,000 on interest expense in the
year ended December 31, 2001.
(f) The pro forma income tax expense has been adjusted to give tax effect to
pro forma adjustments to exploration expense, depreciation, depletion and
amortization and interest expense. Goodwill expense has not been tax
effected. The Genesis historical statutory tax rate of 42.62 percent for
2001 was used for this adjustment.
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