The Company has engaged Credit Suisse (USA) LLC as financial advisor to assist in pursuing joint venture partnerships and/or farm-outs for some or all of the Company's assets and evaluate options for financing its operations in northwest Peru.

Subsequent Events

The Company and its subsidiaries completed a credit agreement with Credit Suisse on January 27, 2011 where Credit Suisse provided $40.0 million of secured financing and utilized a portion of the proceeds to retire the existing $12.5 million debt with the IFC.

On February 3, 2011, the initial conversion rate on the $170.9 Million Convertible Notes due 2015 was adjusted according to the terms of the agreement. The conversion rate increased to 169.0082 shares per $1,000 principal amount (equal to an adjusted conversion price of $5.9169).

On January 24, 2011 production at Albacora was suspended under the Extended Well Testing program. On February 10, 2011 the Company received notice that its application for further Extended Well Testing for the A-14XD well in its Albacora field was denied. In March 2011 the remaining inventory of Albacora oil production was sold at current market prices.

Reconciliation non-GAAP measure

The table below represents a reconciliation of EBITDAX to comparable financial measures calculated in accordance with generally accepted accounting principles in the United States of America.
         
  Three Months Ended December 31, Twelve Months Ended December 31,
  2010 2009 2010 2009
         
Net loss  $ (10,076)  $ (9,978)  $ (59,771)  $ (35,802)
Interest expense, net  3,108  --   11,618  -- 
Income tax benefit  (4,644)  (1,921)  (11,608)  (6,575)
Depreciation, depletion and amortization expense  9,562  6,536  33,755  25,803
Geological, geophysical and engineering expense  12,091  6,574  19,107  7,768
Dry hole costs  719  --   32,778  -- 
Other expense  151  --   12,889  -- 
EBITDAX (a)  $ 10,911  $ 1,211  $ 38,768  $ (8,806)

(a) Earnings before interest, income taxes, depletion, depreciation and amortization, exploration expense and non-recurring charges ("EBITDAX") is a non-GAAP financial measure, as it excludes amounts or is subject to adjustments that effectively exclude amounts, included in the most directly comparable measure calculated and presented in accordance with GAAP in financial statements. "GAAP" refers to generally accepted accounting principles in the United States of America. Non-GAAP financial measures disclosed by management are provided as additional information to investors in order to provide them with an alternative method for assessing the Company's financial condition and operating results. These measures are not in accordance with, or a substitute for, GAAP, and may be different from or inconsistent with non-GAAP financial measures used by other companies. Pursuant to the requirements of Regulation G, whenever the Company refers to a non-GAAP financial measure, it also presents the most directly comparable financial measure presented in accordance with GAAP, along with a reconciliation of the differences between the non-GAAP financial measure and such comparable GAAP financial measure. Management believes that EBITDAX may provide additional helpful information with respect to the Company's performance or ability to meet its debt service and working capital requirements.

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