SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 1, 1997
PetroCorp Incorporated
(Exact name of registrant as specified in its charter)
Texas 0-22650 76-0380430
(State or other jurisdiction (Commission File Number) (IRS Employer
jurisdiction of incorporation) Identification No.)
16800 Greenspoint Park Drive
Suite 300, North Atrium
Houston, Texas 77060-2391
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (281) 875-2500
Not applicable
(Former name or former address, if changed since last report)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
The following financial statements of Great River Oil & Gas Corporation
are attached as part of this report.
Statement of Gross Oil and Gas Revenue and Direct Operating and
Production Expenses of the Acquisition Properties for the year ended
December 31, 1996.
Notes to Statement of Gross Oil and Gas Revenue and Direct Operating and
Production Expenses of the Acquisition Properties.
(B) PRO FORMA FINANCIAL INFORMATION.
The following pro forma financial information of PetroCorp Incorporated is
attached as part of this report.
Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 1997.
Unaudited Pro Form Consolidated Statement of Operations for the six months
ended June 30, 1997.
Unaudited Pro Forma Consolidated Statement of Operations for the twelve
months ended December 31, 1996.
PETROCORP INCORPORATED
STATEMENT OF GROSS OIL AND GAS REVENUE AND
DIRECT OPERATING AND PRODUCTION EXPENSES OF
THE ACQUISITION PROPERTIES
FOR THE YEAR ENDED DECEMBER 31, 1996
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors
of PetroCorp Incorporated:
We have audited the accompanying statement of gross oil and gas revenue and
direct operating and production expenses of the properties listed in Note 1 (the
"Acquisition Properties") acquired by PetroCorp Incorporated from Great River
Oil and Gas Corporation for the year ended December 31, 1996. This statement is
the responsibility of management. Our responsibility is to express an opinion
on this statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement is free of material misstatement. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of
the statement. We believe our audit provides a reasonable basis for our
opinion.
The accompanying statement was prepared for the purpose of complying with the
rules and regulations of the Securities and Exchange Commission (for inclusion
in an amendment to Form 8-K to be filed by PetroCorp Incorporated) and is not
intended to be a complete presentation of the revenues and expenses of the
Acquisition Properties.
In our opinion, the statement referred to above presents fairly, in all material
respects, the gross oil and gas revenues and direct operating and production
expenses of the Acquisition Properties for the year ended December 31, 1996, in
conformity with generally accepted accounting principles.
/s/ ARTHUR ANDERSEN LLP
New Orleans, Louisiana
July 3, 1997
PETROCORP INCORPORATED
STATEMENT OF GROSS OIL AND GAS REVENUE AND
DIRECT OPERATING AND PRODUCTION EXPENSES OF THE
ACQUISITION PROPERTIES (NOTE 1)
FOR THE YEAR ENDED DECEMBER 31, 1996
Gross oil and gas revenues $ 6,710,332
-----------
Less:
Operating Expenses 547,280
Production Taxes 286,457
-----------
Total Expense 833,737
-----------
Revenues in excess of direct operating
and production expenses $ 5,876,595
===========
See accompanying notes to financial statement.
PETROCORP INCORPORATED
NOTES TO STATEMENT OF GROSS OIL AND GAS REVENUE
AND DIRECT OPERATING AND PRODUCTION EXPENSES OF
THE ACQUISITION PROPERTIES
1. BASIS OF PRESENTATION
On July 1, 1997, PetroCorp Incorporated (the "Company") acquired all or a
portion of Great River Oil and Gas Corporation's interest in the following oil
and gas properties (the Acquisition Properties):
Field Well Name
Riceville John B. Baker #1
Riceville Zena L. Humble #1
Riceville John B. Baker SWD #1
Riceville Commingling Facility #1
East Barnett ATIC 31-13 #1
Barnett Crossroads ATIC 17-16 #1
North Barnett Escambia River 26-7 #1
East Lake Washington Cockrell Moran C-1
Thibodeaux Paul T. Ray #1
Thibodeaux Paul T. Ray #2
West Delta Block 51/52 State 12989 #1
West Delta Block 51/52 State 12965 #4
West Delta Block 51/52 State 12965 #4-D
West Delta Block 51/52 State 12965 #1
The accompanying statement of gross oil and gas revenue and direct operating and
production expenses, which is prepared on the accrual basis of accounting,
relates to the interests in producing oil and gas properties described above and
may not be representative of future operations. The statement does not include
Federal and state income taxes, interest, depletion, depreciation and
amortization or general and administrative expenses because such amounts would
not be indicative of those expenses which would be incurred by the Company. The
statement includes gross oil and gas revenue and direct operating and production
expenses, including production and ad valorum taxes, for the entire period
presented.
2. CAPITAL EXPENDITURES
There were no significant costs incurred related to exploration or development
activities on the Acquisition Properties for the year ended December 31, 1996.
3. SUPPLEMENTAL INFORMATION ON OIL AND GAS RESERVES (UNAUDITED)
There are numerous uncertainties inherent in estimating quantities of proved
reserves and in projecting the future rates of production and timing of
development expenditures. The following reserve data represent estimates only
and should not be construed as the current market value of the Acquisition
Properties or the cost that would be incurred to obtain equivalent reserves.
An analysis of the estimated changes in quantities of proved natural gas
reserves for the year ended December 31, 1996 is shown below.
Natural Gas (Mcf) 1996
----------------- ----
Proved Reserves:
Beginning of period 8,507,600
Production (1,814,550)
Revisions of previous estimates 32,350
---------
End of period 6,725,400
=========
Proved Developed Reserves:
Beginning of period 6,939,500
=========
End of period 5,146,100
=========
Oil (bbls)
----------
Proved Reserves:
Beginning of year 358,300
Production (73,221)
Revisions of previous estimates 721
---------
End of year 285,800
=========
Proved Developed Reserves:
Beginning of year 323,100
=========
End of year 250,300
=========
The estimated standardized measure of discounted future net cash flows relating
to proved reserves at December 31, 1996 is shown below, in thousands. No
deductions were made for general overhead, depletion, depreciation, and
amortization, debt service and income taxes or any indirect costs.
1996
----
Future cash inflows $ 37,539,900
Future production and development costs 4,748,400
------------
Future net cash flows 32,791,500
10% annual discount for estimated timing of cash flows 7,785,700
------------
Standardized measure of discounted future net cash flows
relating to proved reserves $ 25,005,800
============
An analysis of the sources of changes in the standardized measure of discounted
future net cash flows relating to proved reserves on the pricing basis described
above for the Acquisition Properties for the year ended December 31, 1996 is
shown below, in thousands.
1996
----
Balance, beginning of period $ 19,647,300
Increase (decrease) in discounted future net cash flows:
Sales and transfers of oil and gas produced, net of
production costs (5,876,595)
Accretion of discount 1,964,730
Net change in sales price and production costs 9,456,773
Revisions of quantity estimates 164,049
Other (350,457)
------------
Balance, end of period $ 25,005,800
============
PETROCORP INCORPORATED
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1997
(IN THOUSANDS)
PETROCORP ACQUISITION
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ---------
Current Assets $ 24,009 $ (7,995) $ 16,014
Property, Plant and Equipment, net 105,993 9,100(A) 115,093
Other Assets, net 1,489 (1,105) 384
--------- --------- ---------
Total Assets $ 131,491 $ 0 $ 131,491
========= ========= =========
Current Liabilities
Accounts Payable and Accrued
Liabilities $ 7,008 $ - $ 7,008
Current Portion of Long-Term Debt 6,057 - 6,057
--------- --------- ---------
Total Current Liabilities 13,065 - 13,065
Long Term Debt 43,491(B) - 43,491
Deferred Taxes and Other Liabilities 8,212 - 8,212
Shareholders' Equity 66,723 - 66,723
--------- --------- ---------
Total Liabilities and Shareholders'
Equity $ 131,491 $ 0 $ 131,491
========= ========= =========
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
(A) To record purchase price of the oil and gas properties obtained from Great
River Oil & Gas Corp.
(B) Includes debt incurred by PetroCorp in connection with the Acquisition.
PETROCORP INCORPORATED
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1997
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
PETROCORP ACQUISITION
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ---------
Revenues:
Oil and gas $ 16,141 $ 2,560 (A) $ 18,701
Plant processing 721 - 721
Other 118 - 118
--------- --------- ---------
Total revenue 16,980 2,560 19,540
Expenses:
Production costs 3,571 $ 390 (A) 3,961
Depreciation, depletion & amortization 7,917 1,085 (B) 9,002
General and administrative 2,649 - 2,649
Other operating expenses 85 - 85
--------- --------- ---------
Total Operating Expenses 14,222 1,475 15,697
--------- --------- ---------
Income from operations 2,758 1,085 3,843
Investment and other income 288 - 288
Interest and other expense (1,592) $ (309)(C) (1,901)
--------- --------- ---------
Income before taxes 1,454 776 2,230
Income tax provision 235 287 (D) 522
--------- --------- ---------
Net income $ 1,219 $ 489 $ 1,708
========= ========= =========
Net income per share $ 0.14 $ 0.06 $ 0.20
Weighted average number of common shares 8,699 8,699 8,699
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(A) To record the incremental effect of oil and gas sales and the
related operating expenses from properties purchased from Great River
Oil & Gas Corp.
(B) To record additional depreciation, depletion and amortization expense.
(C) To record interest expense relating to the debt incurred in connection
with the Acquisition at an effective rate of 6.8%.
(D) To record the incremental tax effect of the Acquisition adjustments
at an effective tax rate of 37%.
PETROCORP INCORPORATED
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
TWELVE MONTHS ENDED DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
PETROCORP ACQUISITION
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ---------
Revenues:
Oil and gas $ 29,718 $ 6,710 (A) $ 36,428
Plant processing 1,658 - 1,658
Other 170 - 170
--------- --------- ---------
Total revenue 31,546 6,710 38,256
Expenses:
Production costs 6,660 834 (A) 7,494
Depreciation, depletion & amortization 12,433 2,220 (B) 14,653
General and administrative 4,672 - 4,672
Other operating expenses 203 - 203
--------- --------- ---------
Total Operating Expenses 23,968 3,054 27,022
--------- --------- ---------
Income from operations 7,578 3,656 11,234
Investment and other income 1,910 - 1,910
Interest and other expense (3,437) (619) (C) (4,056)
--------- --------- ---------
Income before taxes 6,051 3,037 9,088
Income tax provision 1,807 1,124 (D) 2,931
--------- --------- ---------
Net income $ 4,244 $ 1,913 $ 6,157
========= ========= =========
Net income per share $ 0.49 $ 0.22 $ 0.71
Weighted average number of common shares 8,698 8,698 8,698
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(A) To record the incremental effect of oil and gas sales and the related
operating expenses from properties purchased from Great River Oil & Gas
Corp.
(B) To record additional depreciation, depletion and amortization expense.
(C) To record interest expense relating to the debt incurred in connection
with the Acquisition at an effective rate of 6.8%.
(D) To record the incremental tax effect of the Acquisition adjustments at
an effective rate of 37%.
(C) EXHIBITS.
Exhibit No. Exhibits
- ----------- --------
2.1* Agreement for Purchase and Sale dated June 5, 1997
between PetroCorp Incorporated and Great River Oil
and Gas Corporation.
2.2* First Amendment to Agreement for Purchase and Sale dated
June 30, 1997 between PetroCorp Incorporated and Great
River Oil and Gas Corporation.
10* Credit Agreement dated as of June 26, 1997 among PetroCorp
Incorporated, PCC Energy Limited, PCC Energy Corp. and
Toronto-Dominion (Texas), Inc. and Toronto-Dominion Bank.
23.1 Consent of Accountants.
99* Press release dated July 16, 1997.
___________
* Previously filed.
SIGNATURES
Pursuant to 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.
Date: September 9, 1997 PETROCORP INCORPORATED
(Registrant)
/s/ CRAIG K. TOWNSEND
_________________________________
(Signature)
Craig K. Townsend
Vice President-Finance,
Secretary and Treasurer