SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) August 9, 2001 (June 6, 2001)
PETROCORP INCORPORATED
(Exact name of registrant as specified in its charter)
Texas 0-22650 76-0380430
(State or Other Jurisdiction of (Commission (I.R.S. Employer Identification No.)
Incorporation or Organization) File Number)
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)
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
SOUTHERN MINERAL CORPORATION
Southern Mineral Corporation financial statements for the year
ended December 31, 2000, 1999 and 1998 are incorporated by
reference to Form 10-K/A filed by Southern Mineral Corporation on
March 29, 2001.
Southern Mineral Corporation unaudited financial statements for
the three months ended March 31, 2001 are incorporated by
reference to Form 10-Q filed by Southern Mineral Corporation on
May 14, 2001.
(b) Pro forma financial information.
PETROCORP INCORPORATED
Unaudited Pro Forma Combined Balance Sheet as of March 31, 2001
Unaudited Pro Forma Combined Statement of Operations for the
three months ended March 31, 2001
Unaudited Pro Forma Combined Statement of Operations for the year
ended December 31, 2000 is incorporated by reference to Form
S-4/A filed April 3, 2001.
Notes to Unaudited Pro Forma Combined Financial Statements
(c) Exhibits.
The following is a list of all exhibits filed as part of this
form 8-K/A
23.1 Consent of KPMG LLP
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.
PETROCORP INCORPORATED
Dated: August 9, 2001 By: /s/ STEVEN R. BERLIN
-----------------------
Steven R. Berlin
Chief Financial Officer
PETROCORP INCORPORATED
Unaudited Pro Forma Combined Balance Sheet
March 31, 2001
(Amounts in thousands)
Pro Forma Information
Southern Pro Forma Based on 4,012,276 shares issued
ASSETS PetroCorp Mineral Adjustment --------------------------------
Incorporated Corporation Notes Adjustments Combined
Current assets:
Cash and cash equivalents $ 28,642 $ 1,729 A $(18,669) $ 11,702
Accounts receivable, net 10,253 5,984 16,237
Other current assets 581 571 1,152
-------- ------- --------
Total current assets 39,476 8,284 29,091
-------- ------- --------
Property, plant and equipment 68,340 72,072 A 12,767 153,179
Investment in Southern Mineral Corporation 3,410 A (3,410)
Deferred income taxes 8,310 8,310
Other assets, net 205 1,135 A (277) 1,063
-------- ------- -------- --------
Total assets $119,741 $81,491 $ (9,589) $191,643
======== ======= ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable $ 21,968 $ 3,367 $ $ 25,335
Accrued liabilities 1,749 3,597 A 2,947 8,593
G 300
Derivative hedging liability 1,485 1,485
Income tax payable 1,655 1,655
Current portion of long-term debt 1,135 1,135
-------- ------- --------
Total current liabilities 26,507 8,449 38,203
-------- ------- --------
Long-term debt 28,196 14,851 B 43,047
-------- ------- --------
Derivative hedging liability 1,029 1,029
-------- -------
Deferred income taxes 6,028 6,504 A (998) 11,534
-------- -------
Shareholders' equity:
Common stock 87 123 A (83) 127
Additional paid-in capital 71,871 61,906 A (22,826) 110,651
G (300)
Accumulated deficit (5,506) (7,030) A 7,030 (5,506)
Accumulated other comprehensive loss (7,442) (4,289) A 4,289 (7,442)
Less treasury stock (52) A 52
-------- ------- --------
Total shareholders' equity 59,010 50,658 97,830
-------- ------- -------- --------
Total liabilities and shareholders' equity $119,741 $81,491 $ (9,589) $191,643
======== ======= ======== ========
PETROCORP INCORPORATED
Unaudited Pro Forma Combined Statement of Operations
For the 3 Months Ended March 31, 2001
(In thousands, except per share amounts)
Pro Forma Information
Southern Pro Forma Based on 4,012,276 shares issued
PetroCorp Mineral Adjustment --------------------------------
Incorporated Corporation Notes Adjustments Combined
Revenues:
Oil and gas $ 13,225 $ 8,827 H $ (97) $ 21,955
Plant processing 433 433
Other 111 H 97 208
-------- ------- --------
13,769 8,827 22,596
-------- ------- --------
Expenses:
Production costs 1,574 2,088 3,662
Exploration 33 C (33)
Depreciation, depletion and amortization 2,234 1,825 D (192) 3,867
General and administrative 479 972 1,451
Restructuring costs and bankruptcy 484 484
Other operating expenses 36 36
-------- ------- -------- --------
4,323 5,402 (225) 9,500
-------- ------- -------- --------
Income (loss) from operations 9,446 3,425 225 13,096
-------- ------- -------- --------
Other income (expenses):
Investment income 38 38
Interest expense (219) (621) F (840)
Other income (expenses) 1,278 (190) 1,088
-------- ------- -------- --------
1,097 (811) 0 286
-------- ------- -------- --------
Income (loss) before income taxes 10,543 2,614 225 13,382
Income tax expense (benefit)
Current expense (benefit) 2,250 586 2,836
Deferred expense (benefit) 2,087 260 E 86 2,433
-------- ------- -------- --------
4,337 846 86 5,269
-------- ------- -------- --------
Net income from continuing operations $ 6,206 $ 1,768 $ 139 $ 8,113
======== ======= ======== ========
Income (loss) per share, continuing oper.-basic 0.71 0.64
======== ========
Income (loss) per share, continuing oper.-diluted 0.70 0.63
======== ========
Weighted average number of common shares-basic 8,714 12,726
======== ========
Weighted average number of common shares-diluted 8,879 12,891
======== ========
PETROCORP INCORPORATED
Notes to Unaudited Pro Forma Combined Financial Statements
A Record the purchase by PetroCorp of Southern Mineral for 4,012,276 shares of
PetroCorp stock and cash of $4.71 per Southern Mineral share not converted
to PetroCorp stock, net of cash to be received from the exercise of Southern
Mineral warrants and options. The fair value of PetroCorp common stock used
in the pro forma calculations is $9.75 per share, which reflects the average
trading price three days prior and three days after the date on which the
merger was agreed to and announced. Warrant and option holders who did not
exercise prior to the consummation of the merger received a right to cash
equal to the net of $4.71 less the exercise price. For purposes of these pro
forma financial statements, it is assumed that all warrants and options are
exercised at March 31, 2001, and, therefore, the net purchase consideration
related to warrant and option holders reflected in the purchase price
allocation is $1,520,000 and $246,000, respectively.
The purchase price allocation is (amounts in thousands):
Issuance of common stock $39,120
Net cash to Southern Mineral stockholders (1) 18,669
Assumed liabilities and debt and liabilities incurred 32,782
-------
Total deemed purchase consideration $90,571
=======
(1) The net cash payable to Southern Mineral shareholders was determined as
follows:
12,925,317 Southern Mineral shares at $4.71 $ 60,878
81,000 stock options with various exercise prices 246
3,039,737 warrants with net cash rights of $.50 per share 1,520
--------
62,644
Reduced for dollar equivalent of PetroCorp shares issued,
Assuming a $10 per share amount (40,123)
Reduced for dollar equivalent of Southern Mineral shares owned
by PetroCorp (3,852)
--------
$ 18,669
========
Southern Mineral Estimated Fair Pro Forma
Book value Value Adjustment
Current assets $ 8,284 $ 8,284 $ --
Property, plant and equipment 72,072 84,839 12,767
Other assets 1,135 858 (277)
Current liabilities (8,449) (11,396) (2,947)
Debt assumed by PetroCorp (15,880) (15,880) --
Deferred income taxes (6,504) (5,506) (998)
-------- -------- ----------
$ 50,658 $ 61,199 $10,541
======== ======== ==========
PETROCORP INCORPORATED
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)
Note: The adjustments of current assets and other assets are to write off the
book basis of existing Southern Mineral bank loan cost which is not expected to
have ongoing value to PetroCorp. The fair value of current liabilities includes
the following estimated incremental costs to be borne by Southern Mineral:
$1,357,000 for severance and retention payments, $1,240,000 for investment
advisory fees and $350,000 for legal, accounting, printing and filing costs
related to the merger agreement, which will be incurred by Southern Mineral.
(These adjustments are not included in the unaudited pro forma combined
statement of operations, however they are included in the combined balance
sheet.)
B Pro Forma for March 31, 2001 assumes no drawdown of additional long-term
debt to complete financing of transaction.
C Adjust Southern Mineral's exploration expense and gain (loss) of sale of
properties which are shown as current items of profit and loss under the
successful efforts method of accounting, but are adjustments to property,
plant and equipment under the full cost method of accounting for oil and gas
producing activities which is used by PetroCorp.
D Record depreciation, depletion and amortization expense of oil and gas
properties using a rate of $.82 per thousand cubic feet equivalent (Mcfe)
based on combined production of 19,011,000 Mcfe for the year ended December
31, 2000 and combined reserves of 198,774,000 Mcfe at January 1, 2000. This
combined rate reflects the impact of the allocation of purchase price to
Southern Mineral's proved oil and gas properties. Included in total
depreciation, depletion and amortization expense is $1,524,000 related to
non-oil and gas properties. For 2000, PetroCorp and Southern Mineral,
respectively, had composite oil and gas depreciation, depletion and
amortization rates of $.74 and $1.15 per Mcfe.
E Record deferred income tax effects of the pro forma adjustments at a
statutory rate of 38%.
F Pro Forma for March 31, 2001 assumes no drawdown of additional long-term
debt to complete financing of transaction, so no additional interest is
shown.
G To record $300,000 for legal, accounting, printing and filing costs
associated with the registration of PetroCorp common stock.
H To reclassify sulfur revenue to conform to PetroCorp's presentation.