1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _____________ TO ______________
COMMISSION FILE NUMBER 0-8043
SOUTHERN MINERAL CORPORATION
(Exact name of Small Business Issuer as specified in its charter)
NEVADA 36-2068676
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 DALLAS, SUITE 2800 77002-4708
HOUSTON, TEXAS (Zip Code)
(Address of principal executive offices)
Issuer's telephone number, including area code: (713) 658-9444
Check whether the Issuer: (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 Issuer was required to
file such reports) and (2) has been subject to such filing requirements for the
past 90 days.
Yes X No
------ ------
State the number of shares outstanding of each of the Issuer's classes
of common equity, as of the latest practical date: As of August 5, 1996, there
were 6,560,519 shares of the Issuer's common stock outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
------ ------
================================================================================
2
SOUTHERN MINERAL CORPORATION
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
Condensed Consolidated Balance Sheet as of June 30, 1996................................... 3
Condensed Consolidated Statement of Operations for the
three and six months ended June 30, 1996 and 1995.................................... 4
Condensed Consolidated Statement of Cash Flows for the
six months ended June 30, 1996 and 1995.............................................. 5
Notes to Condensed Consolidated Financial Statements....................................... 6
Item 2. Management's Discussion and Analysis
Financial Condition and Results of Operations.............................................. 7
Liquidity and Capital Resources............................................................ 9
PART II. OTHER INFORMATION.......................................................................10
Page 2
3
SOUTHERN MINERAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(unaudited)
JUNE 30 DECEMBER 31
1996 1995
----------- -----------
(000'S OMITTED)
ASSETS
CURRENT ASSETS
Cash............................................................... $ 200 $ 562
Receivables & other................................................ 1,670 1,509
------- -------
Total current assets.......................................... 1,870 2,071
PROPERTY AND EQUIPMENT, AT COST
USING THE SUCCESSFUL EFFORTS METHOD
FOR OIL AND GAS ACTIVITIES
Property, plant and equipment...................................... 21,870 20,890
Accumulated depreciation and depletion............................. (4,105) (2,848)
------- -------
17,765 18,042
PROPERTIES HELD FOR SALE & OTHER................................... 1,586 1,554
------- -------
Total assets.................................................. $21,221 $21,667
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable & accrued liabilities............................. $680 $ 665
Notes payable bank................................................. 0 3,500
Current maturities of long term debt............................... 0 1,795
------- -------
Total current liabilities..................................... 680 5,960
Long term debt.................................................... 12,900 9,920
DEFERRED INCOME TAXES................................................ 738 606
STOCKHOLDERS' EQUITY
Common stock, par value $.01 per share; authorized
20,000,000 and 10,000,000 shares at June 30, 1996,
and December 31, 1995, respectively; issued 6,560,519 and
6,369,519 shares at June 30, 1996, and December 31, 1995........ 66 64
Additional paid-in capital......................................... 3,313 3,038
Retained earnings.................................................. 3,576 2,131
------- -------
6,955 5,233
Less: Treasury stock............................................... (52) (52)
------- -------
Total stockholders' equity...................................... 6,903 5,181
------- -------
Total liabilities and stockholders' equity...................... $21,221 $21,667
======= =======
The accompanying notes are an integral part of this statement.
Page 3
4
SOUTHERN MINERAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited)
THREE MONTHS ENDED SIX MONTHS Ended
JUNE 30 JUNE 30
--------------------------- ----------------------------
1996 1995 1996 1995
---------- ----------- ------------ -----------
(000's Omitted) (000's Omitted)
REVENUE
Oil and gas................................................ $ 2,827 $ 597 $ 5,433 $ 1,039
Gain on sale and other..................................... 225 90 589 120
---------- ---------- ---------- ----------
3,052 687 6,022 1,159
EXPENSES
Production................................................. 627 183 1,350 276
Exploration................................................ 54 28 83 193
Depreciation & depletion................................... 612 179 1,181 280
Interest expense........................................... 292 0 619 0
General & administrative................................... 438 189 823 403
Severance benefit.......................................... 0 117 0 117
---------- ---------- ---------- ----------
2,023 696 4,056 1,269
Income (loss) before income taxes............................ 1,029 (9) 1,966 (110)
Provision for federal & state income taxes
Current provision.......................................... 241 0 353 0
Defered provision.......................................... 168 0 168 0
---------- ---------- ---------- ----------
409 0 521 0
---------- ---------- ---------- ----------
Net income (loss)............................................ $620 ($9) $1,445 ($110)
========== ========== ========== ==========
Income (loss) per share...................................... $0.10 $0.00 $0.22 ($0.02)
========== ========== ========== ==========
Weighted average shares outstanding.......................... $6,465,468 $6,147,773 $6,457,270 $5,114,614
---------- ---------- ---------- ----------
The accompanying notes are an integral part of this statement.
Page 4
5
SOUTHERN MINERAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
SIX MONTHS
ENDED JUNE 30
---------------------
1996 1995
--------- -------
(000's Omitted)
Cash Flows from Operating Activities
Net income (loss)......................................... $ 1,445 ($110)
Adjustments to net income (loss), net of the effects
of disposition in 1996.................................. 28 382
--------- -------
Net cash provided by operating activities................. 1,473 272
--------- -------
Cash Flows from Investing Activities
Proceeds from sales of properties......................... 183 37
(Increase) in marketable securities....................... 0 (88)
Capital expenditures...................................... (846) (291)
Net cash received on disposition of assets................ 1,143 0
--------- -------
Net cash provided by (used in) investing activities....... 480 (342)
--------- -------
Cash Flows from Financing Activities
Payments of long term debt................................ (2,315) 0
Proceeds from issuance of common stock.................... 0 36
--------- -------
Net cash (used in) provided by financing activities....... (2,315) 36
--------- -------
Net decrease in cash......................................... (362) (34)
Cash at beginning of period.................................. 562 55
--------- -------
Cash at end of period........................................ $200 $21
========= =======
Supplemental Disclosure of Cash Flow Information.
During 1996 the Company exchanged 175,000 shares of common stock with a value
of $241,000 for properties.
Cash paid for interest 553 0
Cash paid for taxes 317 9
The accompanying notes are an integral part of this statement.
Page 5
6
SOUTHERN MINERAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The condensed consolidated financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, though the Company believes that the
disclosures are adequate to make the information presented not misleading.
These condensed consolidated financial statements should be read in conjunction
with the financial statements and the notes thereto included in the Company's
latest Annual Report to shareholders and the Annual Report to the Securities
and Exchange Commission on Form 10-KSB for the year ended December 31, 1995.
In the opinion of the Company, all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial position as of
June 30, 1996 and December 31, 1995, the results of operation for the three
months and six months ended June 30, 1996 and 1995 and statements of cash flows
for the six months then ended have been included.
NOTE 2 - ACQUISITIONS
On December 20, 1995, the Company completed the acquisition of certain oil and
gas assets of Stone & Webster, Inc., and the outstanding capital stock of
Spruce Hills Production Company, Inc., San Salvador Development Company, Inc.,
and Venture Resources, Inc., which are engaged in oil and gas related
businesses, including production, marketing and pipelines. The total cost of
the acquisition was approximately $16,400,000. The acquisition was financed by
bank borrowings of $15,215,000 and internally generated working capital of
$1,209,000.
The following summarizes pro forma (unaudited) information and assumes the
acquisition had occurred on January 1, 1995.
Six Months Ended June 30, 1995
------------------------------
(000's omitted, except per share data)
Revenues $ 5,520
Net Income 909
Net lncome per share $ .14
These pro forma results are not necessarily indicative of those that would have
occurred had the acquisitions taken place at the beginning of 1995. The above
amounts reflect adjustments for interest on notes payable issued as part of the
purchase price, depreciation on revalued property, plant and equipment and
general and administrative expenses.
Page 6
7
SOUTHERN MINERAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the Quarter Ended June 30, 1996
As Compared to the Quarter Ended June 30, 1995
The Company recorded income of $620,000, or $.10 per share, for the three
months ended June 30, 1996, compared to a loss of $9,000 in the comparable 1995
period. Revenues for the quarter ended June 30, 1996, were $3,052,000, up 344%
compared to revenues for same period in 1995 of $687,000. Expenses for the
quarter ended June 30, 1996, were $2,023,000, up 191% compared to expenses of
$696,000 for the quarter ended June 30, 1995. The quarter ended June 30, 1996,
includes the results of operations from the acquisition of certain oil and gas
assets and companies of Stone & Webster, Inc., which closed on December 20,
1995.
The increase in revenues reflects higher production volumes of both natural gas
and crude oil and higher prices for both natural gas and crude oil. Natural gas
production in the second quarter of 1996 was 805.6 Mmcf, a 538% increase
compared to second quarter 1995 production of 126.2 Mmcf. The Company's crude
oil production in the quarter ended June 30, 1996, increased 141% to 55,842
barrels compared to 23,187 barrels in 1995. The Company's average oil price in
the quarter ended June 30, 1996, increased 11% to $19.35 per barrel compared to
$17.42 per barrel in the same period in 1995. Natural gas prices in the
quarter ended June 30, 1996, increased 34% to $1.99 per Mcf, as compared to
$1.49 per Mcf in the same period in 1995. Higher production volumes were
primarily due to the acquisition of an interest in certain oil and gas assets
and companies of Stone & Webster Oil Company, Inc, mentioned above.
The increase in expenses in the quarter ended June 30, 1996, is primarily the
result of the inclusion of the above mentioned acquisition. Production
expenses increased 243% to $627,000 in 1996 from $183,000 in 1995. Interest
expense for the quarter ended June 30, 1996 is $292,000, and results from the
bank debt incurred to finance the acquisition of the Stone & Webster, Inc.
assets. There is no interest expense in the comparable quarter in 1995.
Depreciation and depletion expense increased 242% to $612,000 in the quarter
ended June 30, 1996, from $179,000 in the comparable quarter in 1995. The
Company computes depreciation and depletion expenses on each producing property
on a unit-of-production method. Since this method employs estimates of
remaining reserves, depreciation and depletion expenses may vary from year to
year because of revisions to reserve estimates, production rates and other
factors. General and administrative costs are $438,000 in the quarter ended
June 30, 1996, up 43% from $306,000 in the comparable period in 1995. General
and administrative costs in 1995 include $117,000 in severance payments. Taxes
of $409,000 in the quarter ended June 30, 1996, are a result of $205,000 in
foreign income taxes relating to income from Canadian operations acquired in
December 1995, $36,000 in alternative minimum taxes and $168,000 in deferred
taxes; there were no comparable taxes in the same period in 1995. Exploration
expenses increased 93% to $54,000 in 1996 from $28,000 in 1995. Since the
Company uses the successful efforts method of accounting, exploration expenses
may generally vary greatly from year to year based upon the level of
exploration activity during the year. The increase in exploration expenses in
the quarter ended June 30, 1996, is the primarily result of dry hole expense of
$43,000 on a well drilled in Cameron Parish, Louisiana.
Page 7
8
For the Six Months Ended June 30, 1996
As Compared to the Six Months Ended June 30, 1995
The Company recorded income of $1,445,000, or $.22 per share, for the six
months ended June 30, 1996, compared to a loss of $110,000 in the comparable
1995 period. Revenues for the six months ended June 30, 1996, were $6,022,000,
up 420% compared to revenues for same period in 1995 of $1,159,000. Expenses
for the six months ended June 30, 1996, were $4,056,000, up 220% compared to
expenses of $1,269,000 for the six months ended June 30, 1995. The six months
ended June 30, 1996, includes the results of operations from the acquisition of
certain oil and gas assets and companies of Stone & Webster, Inc., which closed
on December 20, 1995.
The increase in revenues reflects higher production volumes of both natural gas
and crude oil and higher prices for both natural gas and crude oil. Natural gas
production in the six months ended June 30, 1996, was 1,543.4 Mmcf, a 695%
increase compared to production of 194.1 Mmcf in the same period in 1995. The
Company's crude oil production for the six months ended June 30, 1996,
increased 156% to 109,837 barrels compared to 42,871 barrels in 1995. The
Company's average oil price in the six month period ended June 30, 1996,
increased 4% to $17.83 per barrel compared to $17.10 per barrel in the
comparable period in 1995. Natural gas prices in the six months ended June 30,
1996, increased 21% to $1.88 per Mcf, as compared to $1.55 per Mcf in the same
period in 1995. Higher production volumes were primarily due to the
acquisition of certain oil and gas assets and companies of Stone & Webster Oil
Company, Inc, mentioned above. In March, 1996, the Company sold Venture
Resources, Inc., and its subsidiaries ("Venture") for approximately $1,100,000
net of associated expenses. Venture's assets consisted of ten pipeline and
gathering systems, which did not form a part of the Company's long term
business strategy. The proceeds of the sale were used to reduce the Company's
bank debt. Revenue and income increased in the six month period ended June
30, 1996, by $318,000 as a result of the gain on the sale of the Venture
pipeline and gathering assets.
Expenses increased in the six months ended June 30, 1996, primarily as a result
of the inclusion of the above mentioned acquisition. Production expenses
increased 323% to $1,167,000 in 1996 from $276,000 in 1995. Interest expense
for the six months ended June 30, 1996, was $619,000, and results from the bank
debt incurred to finance the acquisition of the Stone & Webster, Inc. assets.
There is no interest expense in the comparable period in 1995. Depreciation
and depletion expense increased 322% to $1,181,000 in the six month period
ended June 30, 1996, from $280,000 in the comparable period in 1995. The
Company computes depreciation and depletion expenses on each producing property
on a unit-of-production method. Since this method employs estimates of
remaining reserves, depreciation and depletion expenses may vary from year to
year because of revisions to reserve estimates, production rates and other
factors. General and administrative costs are $823,000 in the six month period
ended June 30, 1996, up 58% from $520,000 in the comparable period in 1995.
General and administrative costs in 1995 include $117,000 in severance
payments. Taxes of $521,000 in the six month period ended June 30, 1996, are a
result of $317,000 in foreign income taxes relating to income from Canadian
operations acquired in December 1995, $36,000 in alternative minimum taxes and
$168,000 in deferred taxes; there were no comparable taxes in the same period
in 1995. By contrast, exploration expenses declined 57% to $83,000 in 1996 from
$193,000 in 1995. Since the Company uses the successful efforts method of
accounting, exploration expenses may generally vary greatly from year to year
based upon the level of exploration activity during the year. The decline in
exploration expenses in the six month period ended June 30, 1996, is primarily
the result of decreased exploration activity due to a change in the Company's
focus away from higher risk exploration and towards the acquisition of existing
reserves, exploitation and controlled risk exploration.
Page 8
9
LIQUIDITY AND CAPITAL RESOURCES
For the Period Ended June 30, 1996
On December 20, 1995, the Company entered into credit facilities with a bank
that consisted of a secured reducing revolving line of credit of $12,500,000
("Revolver Note") and a note payable of $3,500,000 ("Term Note") (collectively,
the "Credit Facility"). The proceeds of the Credit Facility were used to
finance the acquisition of certain oil and gas assets of Stone & Webster, Inc.
Effective June 1, 1996, the bank modified the terms of the Revolver Note. At
June 30, 1996, the Revolver Note had a balance of $8,900,000, and available
commitments to borrow $1,600,000. As of June 30, 1996, the Revolver Note
borrowing base was established at $10,500,000, and reduces $100,000 per month.
Prior to June 1, 1996 the Revolver Note borrowing base reduced $215,000 per
month. The borrowing base is reviewed by the bank semi- annually until maturity
on June 1, 1998. The Term Note was due on July 1, 1996, and was refinanced on
June 28, 1996. The Term Note was increased to $4,000,000 from $3,500,000 and
matures on July 1, 1997. The obligations under the Credit Facility are secured
by substantially all of the assets of the Company and its subsidiaries. The
Credit Facility contains certain covenants relating to the Company's financial
condition. The Term Note interest rate was reduced to the lending bank's prime
rate plus one and three quarters percent, floating from two percent, floating.
The Revolver Note bears interest, at the Company's option, of either prime rate
floating or at the LIBOR rate plus two and one-half percent. Upon payment of
the Term Note, the LIBOR rate option on the Revolver Note is reduced to LIBOR
plus two and one-quarter percent. The Revolver Note commitment is to be
reduced by $600,000 in the six months ended December 31, 1996, $1,200,000 in
1997, and $8,700,000 in 1998. The Company reduced the amount outstanding under
the bank Credit Facility by $2,315,000 to $12,900,000 as of June 30, 1996,
compared to $15,215,000 as of December 31, 1995.
Cash flow from operating activities for the six month period ended June 30,
1996 increased to $1,473,000 or 442% from $272,000 in the comparable period in
1995.
Working capital in the six month period ended June 30, 1996, increased by
$5,079,000 to $1,190,000 from a deficit $3,889,000 as of December 31, 1995.
The working capital deficit of $3,889,000 as of December 31, 1995, includes
$1,795,000 in current maturities outstanding under the Revolver Note and
$3,500,000 outstanding under the Term Note.
Cash and cash equivalents and marketable securities declined to $200,000 at
June 30, 1996, from $562,000 at December 31, 1995. Unadvanced bank commitments
to borrow under the Revolver Note at June 30, 1996, increased to $1,600,000
from $785,000 as of December 31, 1995.
The Company anticipates that it will rely on various sources to fund its
principal business activity. Such funding sources may include, but not be
limited to, working capital, the issuance of the Company's capital stock,
public and private equity and debt markets and lending institutions such as
banks and energy investment firms.
The Company did not pay dividends in the period ended June 30, 1996, nor in
fiscal 1995 or 1994. In addition, the Company's Credit Facility currently
restricts the declaration or payment of dividends. It is likely that for the
foreseeable future, funds available for dividends on common stock, if any, will
be retained by the Company to finance future growth.
Page 9
10
PART II
OTHER INFORMATION
Items 1, 2, 3, and 5 for which provision is made in the applicable regulations
of the Securities and Exchange Commission are not required under the related
instructions or are inapplicable, and therefore have been omitted.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's 1996 annual stockholders meeting was held on May 15,
1996. At the meeting, the following matters were voted upon:
1. Election of nine directors to serve until the next annual meeting of
stockholders and until their successors
are elected and qualified;
2. Adoption of the Company's 1996 Stock Option Plan;
3. Adoption of the Company's 1996 Employee Stock Purchase Plan;
4. An amendment to the Company's Articles of Incorporation pursuant to
which the number of shares of the Company's authorized common stock,
par value $.01 per share, would be increased to 20,000,000; and
5. Appointment of Grant Thornton LLP as auditors of the Company for the
year ending December 31, 1996.
A total of 6,461,335 shares of the Company's common stock, par value $.01 per
share, were entitled to vote at the meeting. Of these shares, 4,455,864 shares
were present at the meeting and voted as follows:
With respect to each of the following nine nominees for reelection
to the Board of Directors, 4,444,284 shares were voted for his
election and 11,580 shares were withheld: B. Travis Basham, Thomas R.
Fuller, Robert R. Hillery, E. Ralph Hines, Jr., Howell H. Howard,
Steven H. Mikel, James E. Nielson, Donald H. Weise, Jr. and Spencer L.
Youngblood. Voting results on the other four matters, all of which
were approved, are:
--------------------------------------------------------------
FOR AGAINST ABSTAIN
--------------------------------------------------------------
1996 STOCK OPTION PLAN
--------------------------------------------------------------
3,937,318 427,055 91,491
--------------------------------------------------------------
1996 EMPLOYEE STOCK PURCHASE PLAN
--------------------------------------------------------------
4,239,912 125,072 90,880
--------------------------------------------------------------
AMENDMENT TO ARTICLES OF INCORPORATION
--------------------------------------------------------------
4,326,629 127,495 1,740
--------------------------------------------------------------
APPOINTMENT OF GRANT THORNTON LLP
--------------------------------------------------------------
4,431,726 15,200 8,938
Page 10
11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS:
3.1 Amended and Restated Articles of Incorporation of
Southern Mineral Corporation, as amended (incorporated by
reference to Exhibit 3.1 to Form 8-K of the Company dated
May 17, 1996).
27.1 Financial Data Schedule (filed herewith)
(B) REPORT ON FORM 8-K:
Form 8-K of the Company, dated May 17,1996, reporting the
amendment of its Amended and Restated Articles of Incorporation
to increase its authorized common stock to 20,000,000 shares.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SOUTHERN MINERAL CORPORATION
Date: August 5, 1996 By /s/
----------------------
James H. Price
Vice President-Finance
Page 11
12
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
3.1 Amended and Restated Articles of Incorporation of
Southern Mineral Corporation, as amended
(incorporated by reference to Exhibit 3.1 to Form
8-K of the Company dated May 17, 1996).
27.1 Financial Data Schedule (filed herewith)