SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly period ended March 31, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition period _________________ to _________________
Commission File Number 0-22650
PETROCORP INCORPORATED
(Exact name of registrant as specified in its charter)
Texas 76-0380430
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
6733 South Yale 74136
Tulsa, Oklahoma (Zip Code)
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (918) 491-4500
Not Applicable
_____________________________________________________________________
(Former Name, Former Address and Former Fiscal Year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes [X] No [_]
Indicate the number of shares outstanding of each of the Registrant's classes of
stock, as of April 30, 2000:
Common Stock, $.01 per value 8,683,019
---------------------------- ---------
(Title of Class) (Number of Shares Outstanding)
PETROCORP INCORPORATED
INDEX
PAGE NO.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets at March 31, 2000 and December 31, 1999 1
Consolidated Statements of Operations for the three months ended March 31, 2000 and 1999 2
Consolidated Statements of Cash Flows for the three months ended March 31, 2000 and 1999 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures about Market Risk 9
PART II. OTHER INFORMATION 10
SIGNATURES 11
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
PETROCORP INCORPORATED
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
MARCH 31, DECEMBER 31,
2000 1999
----------- ------------
ASSETS (UNAUDITED)
Current assets:
Cash and cash equivalents $ 12,984 $ 12,899
Accounts receivable, net 5,118 4,605
Other current assets 129 162
-------- --------
Total current assets 18,231 17,666
-------- --------
Property, plant and equipment:
Proved oil and gas properties, at cost, full cost method, net
of accumulated depreciation, depletion and amortization 64,630 63,998
Unproved oil and gas properties, not subject to depletion 6,353 6,154
Plant and related facilities, net 2,978 3,151
Other, net 313 403
-------- --------
74,274 73,706
-------- --------
Deferred income taxes 13,549 13,916
Other assets, net 96 107
-------- --------
Total assets $106,150 $105,395
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,398 $ 6,138
Accrued liabilities 3,244 3,609
Current portion of long-term debt 4,273 4,277
-------- --------
Total current liabilities 12,915 14,024
-------- --------
Long-term debt 43,216 43,410
-------- --------
Deferred income taxes 6,260 5,598
-------- --------
Shareholders' equity:
Preferred stock, $0.01 par value, 1,000,000 shares authorized,
none issued
Common stock, $0.01 par value, 25,000,000 shares authorized,
8,683,019 shares outstanding as of March 31, 2000
and December 31, 1999 87 87
Additional paid-in capital 71,380 71,380
Accumulated deficit (23,020) (24,530)
Accumulated other comprehensive loss (4,688) (4,574)
-------- --------
Total shareholders' equity 43,759 42,363
-------- --------
Total liabilities and shareholders' equity $106,150 $105,395
======== ========
The accompanying notes are an integral part of these financial statements.
1
PETROCORP INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share amounts)
(Unaudited)
For the three months
ended March 31,
------------------------
2000 1999
------- -------
REVENUES:
Oil and gas $ 7,145 $ 4,941
Plant processing 472 454
Other 125 10
------- -------
7,742 5,405
------- -------
EXPENSES:
Production costs 1,666 1,611
Depreciation, depletion and amortization 2,185 2,693
General and administrative 384 1,054
Restructuring costs - 1,090
Other operating expenses 113 63
------- -------
4,348 6,511
------- -------
INCOME (LOSS) FROM OPERATIONS 3,394 (1,106)
------- -------
OTHER INCOME (EXPENSES):
Investment and other income 193 88
Interest expense (1,026) (935)
Other income (expenses) - (1)
------- -------
(833) (848)
------- -------
INCOME (LOSS) BEFORE INCOME TAXES 2,561 (1,954)
Income tax provision (benefit) 1,051 (833)
------- -------
NET INCOME (LOSS) $ 1,510 $(1,121)
======= =======
Net income (loss) per common share - basic $ 0.17 $ (0.13)
======= =======
Net income (loss) per common share - diluted $ 0.17 $ (0.13)
======= =======
Weighted average number of common shares - basic 8,683 8,656
======= =======
Weighted average number of common shares - diluted 8,707 8,667
======= =======
The accompanying notes are an integral part of these financial statements.
2
PETROCORP INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
For the three months
ended March 31,
------------------------
2000 1999
------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,510 $(1,121)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation, depletion and amortization 2,185 2,693
Deferred income tax expense (benefit) 1,051 (833)
Other 5 (85)
Changes in operating assets and liabilities:
Accounts receivable (513) 922
Other current assets 33 11
Accounts payable (740) (1,019)
Accrued liabilities (1,245) (951)
------- -------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 2,286 (383)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to oil and gas properties (1,900) (345)
Additions to plant and related facilities (101) (37)
Additions to other property, plant and equipment - (5)
Additions to other assets - (81)
------- -------
NET CASH USED IN INVESTING ACTIVITIES (2,001) (468)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt 58 132
Repayment of long-term debt (256) (231)
------- -------
NET CASH USED IN FINANCING ACTIVITIES (198) (99)
------- -------
Effect of exchange rate changes on cash (2) 19
------- -------
Net increase (decrease) in cash and cash equivalents 85 (931)
Cash and cash equivalents at beginning of period 12,899 7,786
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $12,984 $ 6,855
======= =======
The accompanying notes are an integral part of these financial statements.
3
PETROCORP INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION:
The unaudited consolidated financial statements of PetroCorp Incorporated (the
"Company" or "PetroCorp") have been prepared in accordance with generally
accepted accounting principles for interim financial information and with
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments, consisting of normal and recurring
adjustments necessary for a fair presentation, have been included. For further
information, refer to the consolidated financial statements and footnotes
thereto for the year ended December 31, 1999, included in the Company's 1999
Annual Report on Form 10-K pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. Interim period results are not necessarily indicative of
results of operations or cash flows for a full-year period.
NOTE 2 - RESTRUCTURING:
As part of a restructuring plan, on August 3, 1999, PetroCorp's Board of
Directors entered into a Management Agreement with its largest shareholder,
Kaiser-Francis Oil Company ("Kaiser-Francis"), under which Kaiser-Francis
provides management, technical, and administrative support services for all
PetroCorp operations in the United States and Canada. The Management Agreement
received shareholder approval on October 28, 1999 and was effective November 1,
1999. The Company also entered into an Interim Agreement with Kaiser-Francis to
provide certain services pending receipt of shareholder approval of the
Management Agreement. As the Management Agreement was effective November 1,
1999, the Interim Agreement ceased as of October 31, 1999.
Under the terms of the Management Agreement, Kaiser-Francis is compensated
through a service fee, equal to administrative and overhead fees charged under
applicable operating agreements plus fixed fees for non-operated properties.
Additionally, Kaiser-Francis can earn overriding royalties or working interests
in certain circumstances.
Fifty-two employees were terminated in 1999 with one employee terminated in
2000. Several employees elected to defer receipt of their termination benefits
until 2000. The following table shows the change in accrued restructuring
costs:
Balance at Expenditures Balance at
December 31, charged against March 31,
1999 accrual 2000
------------ --------------- ----------
Employee termination costs $1,341,000 $1,177,000 $164,000
Office lease discontinuance and other related costs 820,000 94,000 726,000
---------- ---------- --------
$2,161,000 $1,271,000 $890,000
========== ========== ========
4
NOTE 3 - COMPREHENSIVE INCOME OR LOSS:
The Company implemented Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income," effective January 1, 1998. This statement
establishes new requirements for reporting comprehensive income or loss and the
components which include the Company's foreign currency translation. Adoption
of this statement has no impact on the Company's net income(loss) as presented
on the accompanying consolidated statement of operations. The Company's
comprehensive income(loss) for the three months ended March 31, 2000 and 1999
are as follows (in thousands):
For the three
months ended
March 31,
-----------------------
2000 1999
------ -------
Net income (loss) $1,510 $(1,121)
Foreign currency translation gain (loss) (114) 393
------ -------
Comprehensive income (loss) $1,396 $ (728)
====== =======
NOTE 4 - EARNINGS PER SHARE:
The following is a reconciliation of the numerators and denominators of the
basic and diluted per share computations for the periods presented (in
thousands, except share amounts):
PER SHARE
INCOME SHARES AMOUNT
------ ------ ------
Quarter ended March 31, 2000
Basic EPS:
Net income $ 1,510 8,683 $ 0.17
Effect of dilutive securities:
Options - 24 -
------- ----- ------
Diluted EPS:
Net income $ 1,510 8,707 $ 0.17
======= ===== ======
Quarter ended March 31, 1999
Basic EPS:
Net loss $(1,121) 8,656 $(0.13)
Effect of dilutive securities:
Options - 11 -
------- ----- ------
Diluted EPS:
Net loss $(1,121) 8,667 $(0.13)
======= ===== ======
The 2000 net income per share and the 1999 net loss per share amounts do not
include the effect of potentially dilutive securities of 561,000 and 750,500, as
the impact on these outstanding options was antidilutive.
5
NOTE 5 - HEDGING ACTIVITIES:
In the first quarter of 2000, the Company entered into swap transactions in
an effort to lock in a portion of higher oil prices which currently exist.
These transactions apply to approximately 50 percent of the Company's projected
oil production from April 2000 through December 2000, at prices ranging from
$23.57 to $29.00. The fair value of the swap transactions, based on NYMEX oil
futures settlement prices as of March 31, 2000, would result in the company
receiving $18,000. No hedge transactions were in place in 1999.
NOTE 6 - GEOGRAPHIC AREA INFORMATION
The principal business of the Company is oil and gas, which consists of the
exploration, development, acquisition, exploitation and operation of oil and gas
properties and the production and sale of crude oil and natural gas in North
America. Pertinent information with respect to the Company's oil and gas
business is presented in the following table (in thousands):
UNITED GENERAL
STATES CANADA CORPORATE TOTAL
------ ------- --------- -----
2000 - 1st Quarter:
Revenues $ 4,600 $ 3,142 $ - $ 7,742
Income (loss) from operations 946 947 (383) 1,510
Identifiable assets at March 31 60,321 45,725 104 106,150
1999 - 1st Quarter:
Revenues $ 3,150 $ 2,255 $ - $ 5,405
Income (loss) from operations 288 735 (2,144)(A) (1,121)
Identifiable assets at March 31 61,313 39,136 746 101,195
(A) Includes $1,089 of restructuring costs.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
GENERAL
The Company's principal line of business is the production and sale of its
oil and natural gas reserves located in North America. Results of operations
are dependent upon the quantity of production and the price obtained for such
production. Prices received by the Company for the sale of its oil and natural
gas have fluctuated significantly from period to period. Such fluctuations
affect the Company's ability to maintain or increase its production from
existing oil and gas properties and to explore, develop or acquire new
properties.
The following table reflects certain operating data for the periods
presented:
For the
three months
ended March 31,
------------------
2000 1999
------ ------
PRODUCTION:
United States
Oil (MBbls) 82 88
Gas (MMcf) 937 1,236
Total gas equivalents (MMcfe) 1,429 1,764
Canada:
Oil (MBbls) 31 33
Gas (MMcf) 990 1,079
Total gas equivalents (MMcfe) 1,176 1,277
Total:
Oil (MBbls) 113 121
Gas (MMcf) 1,927 2,315
Total gas equivalents (MMcfe) 2,605 3,041
AVERAGE SALES PRICES:
United States:
Oil (per Bbl) $27.51 $11.01
Gas (per Mcf) 2.47 1.76
Canada:
Oil (per Bbl) 26.56 10.99
Gas (per Mcf) 1.77 1.32
Weighted average:
Oil (per Bbl) 27.25 11.00
Gas (per Mcf) 2.11 1.56
SELECTED DATA PER MCFE:
Average sales price $ 2.74 $ 1.62
Production costs 0.64 0.53
General and administrative expenses 0.15 0.35
Oil and gas depreciation, depletion and
amortization 0.70 0.76
7
RESULTS OF OPERATIONS
Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999
Overview. The Company recorded a first quarter 2000 net income of
$1,510,000, or $0.17 per share. This compares to a net loss of $1,121,000 or
$0.13 per share recorded in the first quarter of 1999. This improvement results
from higher oil and gas prices and lower general and administrative and
depreciation, depletion, and amortization expenses. The Company recorded a $1.1
million ($682,000 after-tax) restructuring charge in the first quarter of 1999.
Net cash provided by operating activities was $2.3 million for the quarter ended
March 31, 2000 compared to net cash used of $0.4 million for the corresponding
quarter of 1999.
Revenues. Total revenues increased 43% to $7.7 million in the first quarter of
2000 compared to $5.4 million in the first quarter of 1999, primarily due to
commodity price increases. The Company's natural gas production decreased 17%
to 1,927 MMcf from 2,315 MMcf and oil production declined 7% to 113 MBbls from
121 MBbls, resulting in the Company's overall equivalent production declining
14% to 2,605 MMcfe from 3,041 MMcfe. The decrease in natural gas production is
primarily the result of normal production declines coupled with temporary
reductions due to workover and facility related downtime, as well as the shut
down for repairs, in March 2000, of the Minehead 8-13 well in Canada. The
decrease in oil production reflects normal production declines.
The Company's composite average oil price increased 148% to $27.25 per barrel
in the first quarter of 2000 from $11.00 per barrel in the first quarter of
1999. The Company's average U.S. natural gas price increased 40% to $2.47 per
Mcf in the first quarter of 2000 from $1.76 per Mcf in the prior year quarter,
while the average Canadian natural gas price increased 34% to $1.77 per Mcf in
the first quarter of 2000 from $1.32 per Mcf for 1999. The significant increase
in prices, partially offset by the decline in production volumes, resulted in a
45% increase in oil and gas revenues to $7.1 million in the first quarter of
2000 from $4.9 million in the prior year quarter.
Production Costs. Production costs increased 3% to $1.7 million in the first
quarter of 2000 as a result of workover operations for repairs and to enhance
production. Production costs per Mcfe increased 21% to $0.64 per Mcfe in the
first quarter of 2000 from $0.53 in the same quarter of 1999. Approximately
$.10 per Mcfe of increased costs are due to workover operations.
Depreciation, Depletion & Amortization (DD&A). Total DD&A decreased 19% to
$2.2 million in the first quarter of 2000 from $2.7 million in the first quarter
of 1999. The decrease reflects the impact of higher U.S. oil and gas reserves
due to price increases and field extensions. The composite oil and gas DD&A
rate decreased 8% to $0.70 per Mcfe from $0.76 per Mcfe.
General and Administrative Expenses. General and administrative expenses
decreased 64% to $0.4 million in the first quarter of 2000 from $1.1 million in
the first quarter of 1999 as a result of the Company's restructuring efforts and
the Management Agreement with Kaiser-Francis. See Note 2 to the consolidated
financial statements.
Restructuring Costs. The Company recorded a $1.1 million restructuring charge
in the first quarter of 1999 related to the Company's pursuit of strategic
alternatives to maximize shareholder value. See Note 2 to the consolidated
financial statements.
Investment and Other Income. Investment and other income increased 119% to
$193,000 in the first quarter of 2000 from $88,000 in the first quarter of 1999.
Interest Expense. Interest expense increased 9% to $1,026,000 in the first
quarter of 2000 from $935,000 in the prior year quarter, reflecting the impact
of rate increases, as described in the Liquidity and Capital Resources section.
Income Taxes. The Company recorded a $1,051,000 income tax expense with an
effective tax rate of 41% on a pre-tax income of $2.6 million in the first
quarter of 2000. This compares to an income tax benefit of $833,000 with an
effective tax rate of 43% on a pre-tax loss of $2.0 million in the first quarter
of 1999.
8
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically funded its capital expenditures and working
capital requirements with its cash flow from operations, debt and equity capital
and participation by institutional investors. As of March 31, 2000, the Company
had working capital of $5.3 million as compared to $3.6 million at December 31,
1999. Net cash provided by operating activities was $2.3 million for the
quarter ended March 31, 2000 compared to net cash used of $0.4 million for the
corresponding quarter of 1999.
The Company's total capital expenditures, including capitalized internal costs
for 1999, were $2.0 million and $468,000 for the quarters ended March 31, 2000
and 1999, respectively, primarily related to exploration and development.
No sales of non-strategic oil and gas properties occurred in the first quarter
of either 2000 or 1999.
In June 1997, the Company entered into a $50.0 million five-year revolving
credit agreement with the Toronto-Dominion Bank, the agent, and the Bank of Nova
Scotia. At March 31, 2000, the Company had a total of $27.0 million outstanding
under the revolver and $3,850,000 available based on the current borrowing base,
as defined, subject to certain limitations. The facility was amended in June
1998 to extend the initial five-year term an additional year to July 1, 2003
with quarterly borrowing base amortization beginning September 30, 2001. The
borrowings can be funded by either Eurodollar loans or Prime loans. The
interest rate on the borrowings is equal to an interest rate spread plus either
the Eurodollar rate or the Prime rate. The interest spread is determined from a
sliding scale based on the Company's borrowing base percentage utilization in
effect from time to time. The spread ranges from 1-3/8% to 2% on Eurodollar
loans and 3/8% to 1% on Prime loans. The Company's average interest rate under
this facility was approximately 8.4% during the first quarter of 2000, verses
6.4% during the first quarter of 1999.
The Company plans to finance its 2000 capital expenditures from expected
operating cash flow and working capital. However, if the Company increases its
capital expenditure level in the future, or operating cash flow is not as
expected, capital expenditures may require additional funding, obtained through
borrowings from commercial banks and other institutional sources, public
offerings of equity or debt securities and existing and future relationships
with institutional investment partners.
YEAR 2000 ISSUES
PetroCorp had no Year 2000 computer problems. Minimal costs were expended
in this area.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's primary sources of market risk are from fluctuations in
commodity prices, interest rates and exchange rates.
Commodity Price Risk
The Company produces and sells natural gas, crude oil, condensate, natural gas
liquids and sulfur. As a result, the Company's financial results can be
significantly affected as these commodity prices fluctuate widely in response to
changing market forces. The Company has previously utilized hedging
transactions to manage its exposure to price fluctuations on its sales of oil
and natural gas. In the first quarter of 2000, the Company entered into swap
transactions in an effort to lock in a portion of higher oil prices which
currently exist. These transactions apply to approximately 50 percent of the
Company's projected oil production from April 2000 through December 2000, at
prices ranging from $23.57 to $29.00. The fair value of the swap transactions,
based on NYMEX oil futures settlement prices as of March 31, 2000, would result
in the company receiving $18,000. No hedge transactions were in place in 1999.
9
PART II. OTHER INFORMATION
Item 1 - Legal Proceedings
Not Applicable
Item 2 - Changes in Securities
Not Applicable
Item 3 - Defaults upon Senior Securities
Not Applicable
Item 4 - Submission of Matters to Vote of Security Holders
Not Applicable
Item 5 - Other Information
Not Applicable
Item 6 -
(a) Exhibits
3.1* Amended and Restated Articles of Incorporation of PetroCorp
Incorporated. Incorporated by reference to Exhibit 3.2 to the
Registration Statement on Form S-1 (Registration No. 33-36972)
initially filed with the Securities and Exchange Commission on
August 26, 1993 (the "Registration Statement").
3.2* Amended and Restated Bylaws of PetroCorp Incorporated.
Incorporated by reference to Exhibit 3.2 to the Form 10-Q for the
quarterly period ended June 30, 1996.
10* Management Agreement dated August 3, 1999 between PetroCorp
Incorporated and Kaiser-Francis Oil Company (incorporated by
reference to Annex A of the Company's proxy statement dated
September 30, 1999).
27 Financial Data Schedule
______________________________
* Incorporated by reference.
(b) Reports on Form 8-K
Not Applicable
10
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 thereunto duly authorized.
PETROCORP INCORPORATED
----------------------
(Registrant)
Date: May 11, 2000 /s/ STEVEN R. BERLIN
--------------------------
Steven R. Berlin
Chief Financial Officer and Secretary
(On behalf of the Registrant and as the
Principal Financial Officer)
11