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 JUNE 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________ TO ________________
Commission file number 0-29370
ULTRA PETROLEUM CORP.
(Exact name of registrant as specified in its charter)
Yukon Territory, Canada N/A
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
16801 Greenspoint Park Drive, Suite 370, Houston, Texas 77060
(Address of Principal Executive Offices) (Zip Code)
(281) 876-0120
------------------------------
(Registrant's Telephone Number,
Including Area Code)
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 for 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
--- ---
The number of common shares, without par value, of Ultra Petroleum Corp.,
outstanding as of August 1, 2001 was 73,251,918
PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
ULTRA PETROLEUM CORP.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
For the Three Months Ended For the Six Months Ended
June 30, June 30,
---------------------------- ---------------------------
2001 2000 2001 2000
------------ ------------ ------------ ------------
Revenues
Natural gas sales $ 9,296,793 $ 2,456,905 $ 25,274,136 $ 4,598,472
Oil sales 750,809 194,466 1,520,840 410,072
------------ ------------ ------------ ------------
10,047,602 2,651,371 26,794,976 5,008,544
Expenses
Production expenses and taxes 2,205,705 647,666 5,074,330 1,286,214
Depletion and depreciation 1,743,916 497,935 3,354,244 1,028,344
General and administrative 1,053,978 736,332 2,112,821 1,397,611
Interest 378,393 156,864 667,940 316,480
------------ ------------ ------------ ------------
5,381,992 2,038,797 11,209,335 4,028,649
Operating income 4,665,610 612,574 15,585,641 979,895
Other income:
Interest 30,307 3,211 88,702 6,251
Other 77,932 - 130,340 -
------------ ------------ ------------ ------------
108,239 3,211 219,042 6,251
Income for the period 4,773,849 615,785 15,804,683 986,146
Retained earnings, beginning of period (15,144,472) (25,034,398) (15,144,472) (25,034,398)
------------ ------------ ------------ ------------
Retained earnings, end of period $(10,370,623) $(24,418,613) $ 660,211 $(24,048,252)
============ ============ ============ ============
Income per common share - basic $ 0.07 $ 0.01 $ 0.22 $ 0.02
============ ============ ============ ============
Income per common share - fully diluted $ 0.06 $ 0.01 $ 0.21 $ 0.02
============ ============ ============ ============
Weighted average common shares outstanding - basic 72,866,710 56,751,125 71,446,112 56,751,125
============ ============ ============ ============
Weighted average common shares outstanding - fully diluted 76,536,391 58,124,438 74,762,941 58,124,438
============ ============ ============ ============
2
ULTRA PETROLEUM CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Expressed in U.S. Dollars) Six Months Ended
June 30,
---------------------------
2001 2000
------------ -----------
Cash provided by (used in):
Operating activities:
Income for the period $ 15,804,683 $ 986,146
Add (deduct)
Items not involving cash:
Depletion and depreciation 3,354,244 1,028,344
Stock compensation 353,241 -
Net changes in non-cash working capital:
Restricted cash (4,114) 394,995
Accounts receivable 4,178,805 706,421
Prepaid expenses and other current assets 13,826 (36,480)
Note receivable (683,137) -
Accounts payable and accrued liabilities 4,845,496 (254,965)
Deferred revenue (50,000) (50,000)
------------ -----------
27,813,044 2,774,461
Investing activities:
Oil and gas property expenditures (22,536,102) (1,432,250)
Purchase of capital assets (163,984) (179,391)
Cash received from Pendaries Merger 312,365 359,764
------------ -----------
(22,387,721) (1,251,877)
Financing activities:
Long-term debt (3,698,395) (829,117)
Issuance of shares 561,023 -
------------ -----------
(3,137,372) (829,117)
Increase in cash during the period 2,287,951 693,467
Cash and cash equivalents, beginning of period 1,143,591 401,691
------------ -----------
Cash and cash equivalents, end of period $ 3,431,542 $ 1,095,158
============ ===========
Supplemental statements of cash flows information
Supplemental schedule of non-cash investing activities:
Acquisitions
Fair value of assets acquired $ 43,950,263 $ -
Less: liabilities assumed (4,225,978) -
Cash acquired 312,365 -
------------ -----------
Fair value of stock issued 40,036,650 -
============ ===========
3
ULTRA PETROLEUM CORP.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Expressed in U.S. Dollars)
June 30, December 31,
2001 2000
------------ ------------
Assets
Current assets
Cash and cash equivalents $ 3,431,542 $ 1,143,591
Restricted cash 204,240 200,126
Accounts receivable 4,099,733 8,278,538
Prepaid expenses and other current assets 826,066 839,892
Note receivable - 2,530,976
------------ ------------
8,561,581 12,993,123
Oil and gas properties, using the full cost method of
accounting 118,683,349 59,728,715
Capital assets 553,186 455,448
------------ ------------
Total assets $127,798,116 $ 73,177,286
============= ============
Liabilities and shareholders' equity
Current liabilities
Accounts payable and accrued liabilities $ 14,116,111 $ 12,752,483
Long-term debt 20,832,217 24,530,612
Deferred revenue 150,000 200,000
Shareholders' equity
Share capital 92,039,577 50,838,663
Retained earnings 660,211 (15,144,472)
------------ ------------
92,699,788 35,694,191
------------ ------------
Total liabilities and shareholders' equity $127,798,116 $ 73,177,286
============= ============
ULTRA PETROLEUM CORP.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(Unaudited)
(Expressed in U.S. Dollars)
Period Ended June 30, 2001 Period Ended June 30, 2000
-------------------------- --------------------------
Number Amount Number Amount
---------- ------------ ---------- ------------
Share Capital
Authorized
10,000,000 preferred shares
100,000,000 common shares
Issued
Common shares
Balance, beginning of year 56,939,762 $ 50,838,663 56,751,125 $ 50,666,631
Employee stock option plan 635,000 561,023 - -
Stock Compensation 557,198 603,241 - -
Merger with Pendaries Petroleum Ltd. 14,994,958 40,036,650 - -
---------- ------------ ---------- ------------
Balance, end of period 73,126,918 $ 92,039,577 56,751,125 $ 50,666,631
Retained earnings (deficit)
Balance, beginning of year (15,144,472) (25,034,398)
Earnings for period 15,804,683 986,146
------------ ------------
Balance, end of period $ 660,211 $(24,048,252)
============ ============
4
ULTRA PETROLEUM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollars unless otherwise noted)
Three months ended June 30, 2001 and 2000 and six months ended June 30, 2001 and
2000
INCORPORATION AND NATURE OF OPERATIONS:
Ultra Petroleum Corp. (the "Corporation") is incorporated under the laws of
British Columbia, Canada. At March 1, 2000 the Corporation was continued under
the laws of the Yukon Territory, Canada. Its principal business activity is the
exploration and development of oil and gas properties located in the United
States. The Corporation also has operations in China.
SIGNIFICANT ACCOUNTING POLICIES:
Our financial statements are prepared using Canadian generally accepted
accounting principles, which differ from U.S. generally accepted accounting
principles. We have described these differences in Note [5].
The accompanying financial statements, other than the balance sheet data as of
December 31, 2000, are unaudited and were prepared from our records. Balance
sheet data as of December 31, 2000 was derived from our audited financial
statements, but do not include all disclosures required by U.S. generally
accepted accounting principles. Our management believes that these financial
statements include all adjustments necessary for a fair presentation of our
financial position and results of operations. All adjustments are of a normal
and recurring nature unless specifically noted. We prepared these statements on
a basis consistent with our annual audited statements and Regulation S-X.
Regulation S-X allows us to omit some of the footnote and policy disclosures
required by generally accepted accounting principles and normally included in
annual reports on Form 10-K. You should read these interim financial statements
together with the financial statements, summary of significant accounting
policies and notes to our most recent annual report on Form 20-F.
(a) Basis of presentation:
The consolidated financial statements include the accounts of the Corporation
and its wholly owned subsidiaries, Ultra Petroleum (U.S.A.) Inc., Ultra
Resources, Inc. and Pendaries Petroleum.
All material intercompany transactions and balances have been eliminated upon
consolidation.
(b) Accounting principles:
The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in Canada.
(c) Revenue recognition and deferred revenue:
Revenues from oil and gas operations are recognized at the time the oil is sold
or natural gas is delivered. The cash received upon dedicating certain
production volumes to a gas pipeline is deferred and is being included in
natural gas sales on a straight line basis over the term of the five year
dedication.
(d) Restricted cash:
Restricted cash represents cash received by the Corporation from production sold
where the final division of ownership of the production is unknown or in
dispute. Wyoming law states that these funds must reside in a federally insured
bank in Wyoming.
(e) Capital assets:
Capital assets are recorded at cost and depreciated using the declining-balance
method based on a seven-year useful life.
(f) Oil and gas properties:
The Corporation follows the full cost method of accounting for oil and gas
operations whereby all costs associated with the exploration for and development
of oil and gas reserves are capitalized. Such costs include land acquisition
costs, geological and geophysical expenses, carrying charges on non-producing
properties, costs of drilling both productive and non-productive wells and
overhead charges directly related to acquisition, exploration and development
activities.
The capitalized cost, together with the costs of production equipment, are
depleted and depreciated on the units-of-production method based on the
estimated gross proved reserves as determined by independent petroleum
engineers. Oil and gas reserves and production are converted into equivalent
units based upon relative energy content.
Costs of acquiring and evaluating unproved properties are initially excluded
from the costs subject to depletion and depreciation. These unproved properties
are assessed periodically to ascertain whether impairment has occurred. When
proved reserves are assigned or the property is considered to be impaired, the
cost of the property or the amount of the impairment is added to the costs
subject to depletion and depreciation.
The total capitalized cost of oil and gas properties less accumulated depletion
and depreciation is limited to an amount equal to the estimated future net
revenue from proved reserves, using year-end prices, plus the cost (net of
impairment) of unproven properties, less estimated future site restoration
costs, general and administrative expenses, financing costs and income taxes.
5
Proceeds from the sale of oil and gas properties are applied against capitalized
costs, with no gain or loss recognized, unless such a sale would significantly
alter the rate of depletion.
Substantially all of the Corporation's exploration, development and production
activities are conducted jointly with others and, accordingly, these financial
statements reflect only the Corporation's proportionate interest in such
activities.
The Company recorded no tax provision in the three and six months ended June 30,
2001. The deferred tax asset will be recognized in the financial statements when
its realization is more likely than not.
(g) Foreign currency translation:
The Corporation has adopted the United States dollar as its reporting currency,
which is also its functional currency. The Corporation and its subsidiaries are
considered to be integrated operations and accounts in Canadian dollars are
translated using the temporal method. Under this method, monetary assets and
liabilities are translated at the rates of exchange in effect at the balance
sheet date; non-monetary assets at historical rates and revenue and expense
items at the average rates for the period other than depletion and depreciation
which are translated at the same rates of exchange as the related assets. The
net effect of the foreign currency translation is included in current
operations.
(h) Use of estimates:
Preparation of consolidated financial statements in accordance with generally
accepted accounting principles in Canada requires management to make estimates
and assumptions that affect the 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. Actual results could differ from those estimates.
(i) Reclassifications:
Certain amounts in the financial statements of the prior years have been
reclassified to conform to the December 31, 2000 financial statement
presentation.
2. OIL AND GAS PROPERTIES:
June 30, December 31,
2001 2000
---------------------------------
Developed Properties:
Acquisition, equipment, exploration
drilling and environmental costs $116,150,388 $54,362,982
Less accumulated depletion, depreciation and
amortization (10,280,605) (7,047,605)
------------ -----------
105,869,783 47,315,377
Unproven Properties:
Acquisition and exploration costs 12,813,566 12,413,338
------------ -----------
$118,683,349 $59,728,715
============ ===========
3. LONG-TERM DEBT:
June 30, December 31,
2001 2000
---------------------------------
Bank indebtedness $ 17,650,000 $17,650,000
Note payable, including accrued interest - -
Short term obligations to be refinanced 3,182,217 6,880,612
=================================
$ 20,832,217 $24,530,612
=================================
BANK INDEBTEDNESS:
On November 7, 1997, the Corporation entered into a credit facility (Initial
Facility) with Wells Fargo with an initial borrowing base of $2,650,000. The
borrowing base at December 31, 1999 was amended to $12,000,000 with a final
maturity date of April 1, 2000. The outstanding balance of the Initial Facility
bears interest at prime rate plus two percent and is secured by all of the
Corporation's oil and gas properties.
On March 22, 2000, the Corporation entered into a new senior revolving credit
facility (New Facility) with Bank One, Texas N.A. Proceeds from the New Facility
were used to pay off the outstanding balance of the Initial Facility at March
22, 2000 and to fund the Corporation's drilling programs. This facility provides
for a maximum line of credit of $40 million with an initial borrowing base of
$18 million. The borrowing base was increased on January 19, 2001 to $28 million
based on increased reserves. The outstanding balance on the line bears interest
at the bank's Prime Rate or LIBOR plus two and one half percent and is secured
by all of the Corporation's Wyoming oil and gas properties. The New Facility
expires on March 1, 2003.
Short term obligations to be refinanced:
These costs relate to drilling obligations, which will be funded on a long term
basis through the use of the available borrowing base of bank indebtedness.
6
4. NOTE RECEIVABLE:
In conjunction with the arrangement pursuant to which the Corporation acquired
all of the issued and outstanding shares of Pendaries Petroleum Ltd
("Pendaries"), the Corporation has provided a U.S. $5.0 million line of credit
to Pendaries' subsidiary, Sino-American Energy Corporation ("Sino-American").
The line of credit bears interest at the prime rate of BankOne Texas, N.A. (9.3%
at December 31, 2000). The credit facility was fully guaranteed by Pendaries and
secured by all of the stock of Sino-American. The outstanding balance at
December 31, 2000 was $2,530,976. On January 16, 2001, the Pendaries acquisition
was closed and the note was converted to an inter-company receivable.
5. DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN CANADA AND
THE UNITED STATES:
The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles in Canada ("Canadian GAAP"), which
differ in certain respects from generally accepted accounting principles in the
United States ("US GAAP").
Had the Corporation followed US GAAP, the carrying value of the oil and gas
properties would not be materially different than under Canadian GAAP. Under US
GAAP, the Company is required to discount future net revenues at 10% for
purposes of calculating any required ceiling test write-down. Under Canadian
GAAP, future net revenues are not discounted, however, they are reduced for
estimated future general and administrative expenses and interest. For the year
ended December 31, 2000, the six months ended December 31, 1999 and the years-
ended June 1999 and 1998 the calculations of the ceiling test write downs that
were recorded under Canadian GAAP approximated that which was determined under
US GAAP.
Total Shareholders' Equity under US GAAP would be $169,199 lower due to the
manner in which escrowed shares were accounted for in fiscal 1995.
ITEM 2 - MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2001 VS. THREE MONTHS ENDED JUNE 30, 2000
OPERATING REVENUES
Oil and gas revenues increased to $10,047,602 for the three months ended June
30, 2001 from $2,651,371 for the same three months in 2000. This increase was
primarily attributable to an increase in the Corporation's production and
secondarily to an increase in prices received for that production. During this
period the Corporation's production increased to 2.8 Bcf of gas, and 29 thousand
barrels of condensate, up from 0.8 Bcf of gas and 6 thousand barrels of
condensate for the same three months in 2000. During the three months ended June
30, 2001, the average product prices were $3.35 per Mcf and $25.83 per barrel,
compared to $2.96 per Mcf and $29.02 per barrel for the same three months in
2000.
PRODUCTION EXPENSES
During the three months ended June 30, 2001, production expenses and production
taxes increased to $2,205,705 from $647,666 in 2000. Direct lease operating
expenses increased to $372,691 in 2001 from $157,010 in 2000. On a unit of
production basis, direct operating expenses decreased 28% to $0.13 per Mcfe in
2001, as compared to $0.18 per Mcfe in 2000. Production taxes in 2001 were
$1,120,386, compared to $264,833 in 2000 or $0.38 per Mcfe in 2001, compared to
$0.30 per Mcfe in 2000. Higher production and higher prices caused production
taxes, which are calculated, based on a percentage of revenue from production,
and production expenses to increase. Gathering fees for the period increased in
2001 to $712,628 from $225,823 in 2000. This increase was attributable to higher
production volumes.
DEPLETION AND DEPRECIATION
Depletion and depreciation expense increased to $1,743,916 during the three
months ended June 30, 2001 from 497,935 for the same three months in 2000. On a
unit basis, DD&A increased to $0.59 per Mcfe, from $0.57 in 2000 primarily as a
result of increases in the proved reserves' full cost pool.
GENERAL AND ADMINISTRATIVE
General and administrative expenses increased to $1,053,978 during the three
months ended June 30, 2001 from $736,332 for the same three months in 2000. The
increase was primarily attributable to increase in personnel and overhead
expenses associated with the Pendaries merger that took place in January of
2001.
INTEREST
Interest expense for the three months increased to $378,393 in 2001 from
$156,864 in 2000. This increase was attributable to the increase in borrowings
under the senior credit facility.
SIX MONTHS ENDED JUNE 30, 2001 VS. SIX MONTHS ENDED JUNE 30, 2000
OPERATING REVENUES
Oil and gas revenues increased to $26,794,976 for the six-month period ending
June 30, 2001 from $5,008,544 for the same period in 2000. This increase was
attributable to an increase in both the Corporation's production and the
increase in prices received for that production. During this period, the
Corporation's production increased to 5.4 Bcf of gas, and 57 thousand barrels of
condensate, up from 1.7 Bcf of gas and 14 thousand barrels of condensate for the
same period in 2000. During the six-month period ending June 30, 2001, the
average product prices were $4.68 per Mcf and $26.63 per barrel, compared to
$2.77 per Mcf and $28.62 per barrel for the same period in 2000.
7
PRODUCTION EXPENSES
During the six-month period ending June 30, 2001, production expenses and
production taxes increased to $5,074,330 from $1,286,214 in 2000. Direct lease
operating expenses increased to $607,224 in 2001 from $316,013 in 2000. On a
unit of production basis, direct lease operating expenses decreased 44% to $0.10
per Mcfe in 2001, from $0.18 per Mcfe in 2000. Production taxes for this period
in 2001 were $2,999,603, compared to $586,986 in 2000. Production taxes are
calculated based on a percentage of revenue from production. Higher production
and higher prices contributed to the increases. Gathering fees for the period
increased in 2001 to $1,467,503 from $463,215 in 2000, which was attributable to
higher production volumes.
DEPLETION AND DEPRECIATION
Depletion and depreciation expenses increased to $3,354,244 during the six-month
period ending June 30, 2001 from $1,028,344 for the same period in 2000. On a
unit basis, DD&A decreased to $0.58 per Mcf, from $0.59 in 2000 primarily as a
result of increases in proved reserves.
GENERAL AND ADMINISTRATIVE
General and administrative expenses increased to $2,112,821 during the six-month
period ending June 30, 2001 from $1,365,634 for the same period in 2000. The
increase was attributable primarily to increase in personnel and overhead
expenses associated with the Pendaries merger that took place in January of
2001.
INTEREST
Net interest expense for the period increased to $667,940 in 2001 from $316,480
in 2000. This increase was attributable to both the increase in borrowings under
the senior credit facility and reduction in cash balances earning interest.
LIQUIDITY AND CAPITAL RESOURCES
The Corporation's primary sources of cash during the first six months of 2001
were cash flows from operations, borrowings under its credit facility and
issuance of its common shares. During the first six months of 2001, cash flows
from operations was $19,158,927, a 293% increase from the same period in 2000.
The Corporation has a $40 million revolving credit facility with a group of
lenders and BankOne, N.A., as administrative agent, which allows the Corporation
to borrow, repay and re-borrow amounts up to a borrowing base. The borrowing
base is currently $28 million. The borrowing base is reset periodically by the
lenders under the credit facility based on the Corporation's proved reserves and
other factors deemed relevant to the lenders, at their discretion. The credit
facility matures on March 1, 2003. Borrowings under the credit facility bear
interest at the BankOne's prime rate or the London Inter-Bank Offered Rate plus
2.5%. During the first six months of 2001, the weighted average interest rate on
outstanding borrowings under the credit facility was 8.8%. As of August 1, 2001,
the Corporation had $19,650,000 borrowed under the facility.
During January 2001, the Corporation issued 14,995,000 common shares to acquire
Pendaries Petroleum. The purchase price for Pendaries was $40 million.
During the first six months of 2001, the Corporation's principal capital
expenditures were to develop its properties and to acquire Pendaries. During
this period, the Corporation spent $20 million to drill exploration and
development wells, $16 million of which was spent to drill 17 wells in the
United States and $4.0 million of which was spent to drill 9 wells in China.
The Corporation believes that cash flows from operations and borrowings under
its credit facility will be sufficient to finance its anticipated 2001 capital
budget of $47 million. The Corporation may, however, seek to arrange for other
sources of capital depending on market conditions.
CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISION OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
This report contains "forward looking statements" within the meaning of the
federal securities laws. These forward-looking statements include the
Corporation's outlook for the remainder of 2001 with regard to plans for funding
operations and capital expenditures; however, future cash flows and continued
availability of financing are subject to a number of uncertainties beyond the
Corporation's control. There can be no assurances that adequate funding will be
available to execute the Corporation's planned future capital program.
These risks and uncertainties include, but are not limited to, fluctuations in
the price we receive for oil and gas production, reductions in the quantity of
oil and gas sold due to increased industry-wide demand and/or curtailments in
production from specific properties due to mechanical, marketing or other
problems, operating and capital expenditures that are either significantly
higher or lower than anticipated because the actual cost of identified projects
varied from original estimates and/or from the number of exploration and
development opportunities being greater or fewer than currently anticipated and
increased financing costs due to a significant increase in interest rates.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Corporation's revenues are derived from the sale of its crude oil and
natural gas production. The prices for oil and gas have decreased from the
prices prevailing on January 1, 2001; however, they remain extremely volatile
and sometimes experience large fluctuations as a result of relatively small
changes in supplies, weather conditions, economic conditions and government
actions. At this time the Corporation has not entered into any derivative
financial instruments to hedge oil and gas price risks for the production
volumes to which the hedge relates. However, the Corporation may enter into
hedges in the future that would reduce the Corporation's exposure on the hedged
volumes to decreases in commodity prices and limit the benefit the Corporation
might otherwise receive from any increases in commodity prices on the hedged
volumes. There have been no significant changes in market risks faced by the
Corporation since the end of 2000.
8
PART 2 - OTHER INFORMATION
ITEM 1. CHANGES IN SECURITIES
None
ITEM 2. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 3. SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS
The Corporation held its annual meeting on June 12, 2001. At the annual meeting,
the entire board of directors of the Corporation was elected. The votes cast for
each of the directors proposed by the Corporation's definitive proxy statement
on Schedule 14A was as follows:
IN FAVOUR AGAINST WITHHELD ABSTAIN NOT VOTED
Michael D. Watford 44,122,680 0 500 35,135 0
W. Charles Helton 44,072,080 0 51,100 35,135 0
James C. Roe 43,855,483 0 267,697 35,135 0
James E. Nielson 44,120,680 0 2,500 35,135 0
Robert E. Rigney 43,961,830 0 161,350 35,135 0
The shareholders of the Corporation also approved the re-appointment of KPMG,
LLP as the Corporation's independent auditors for 2001. There were 44,101,770
votes in favor of approval of the re-appointment of KPMG, LLP as the
Corporation's auditors, 35,334 votes against, 1,000 votes withheld, and 19,895
abstentions.
A total of 44,158,315 shares were voted by 320 shareholders, representing 60.6%
of the Corporation's outstanding shares.
ITEM 4. OTHER INFORMATION
None
ITEM 5. EXHIBITS AND REPORTS ON FORM 8-K
(a.) Exhibits
2. Plan of acquisition, reorganization, arrangement, liquidation or
succession*
3. Articles of Incorporation and By-Laws
3.1 Articles of Incorporation of Ultra Petroleum Corp.
3.2 By-Laws of Ultra Petroleum Corp.
4. Instruments defining the rights of security holders, including indentures
4.1 Specimen common share certificate
10. Material contracts
10.1 Credit Agreement dated March 22, 2000
10.2 Ratification of and Amendment to Mortgage dated February 15, 2001
11. Statement re computation of per share earnings*
15. Letter re unaudited interim financial information*
18. Letter re change in accounting principles*
19. Report furnished to security holders*
22. Published report regarding matters submitted to vote of security holders*
23. Consents of experts and counsel*
24. Power of attorney*
99. Additional exhibits*
- --------------------
*Inapplicable to this filing
(b) Reports on Form 8-K
None
9
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.
ULTRA PETROLEUM CORP.
Date August 8, 2001
By: /s/ Michael D. Watford
---------------------------------
Name: Michael D. Watford
-------------------------------
Title: Chief Executive Officer
------------------------------
By: /s/ Kristen J. Miller
---------------------------------
Name: Kristen J. Miller
-------------------------------
Title: Financial Reporting Manager
------------------------------
10