1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-QSB/A-1
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 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 February 7, 1997,
there were 9,093,832 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 September 30, 1996...............3
Condensed Consolidated Statement of Operations for the
three and nine months ended September 30, 1996 and 1995..............4
Condensed Consolidated Statement of Cash Flows for the
nine months ended September 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...............................8
Liquidity and Capital Resources............................................10
Subsequent Events..........................................................11
PART II. OTHER INFORMATION........................................................11
Page 2
3
SOUTHERN MINERAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(000's omitted)
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------ ------------
(unaudited)
ASSETS
CURRENT ASSETS
Cash ................................................................. $ 278 $ 562
Receivables & other .................................................. 1,925 1,509
------------ ------------
Total current assets ............................................ 2,203 2,071
PROPERTY AND EQUIPMENT, AT COST
USING THE SUCCESSFUL EFFORTS METHOD
FOR OIL AND GAS ACTIVITIES
Property, plant and equipment ........................................ 25,480 20,890
Accumulated depreciation and depletion ............................... (4,853) (2,848)
------------ ------------
20,627 18,042
PROPERTIES HELD FOR SALE & OTHER ..................................... 1,400 1,554
------------ ------------
Total assets .................................................... 24,230 21,667
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable & accrued liabilities ............................... 762 665
Notes payable bank ................................................... 4,000 3,500
Current maturities of long term debt ................................. 1,300 1,795
------------ ------------
Total current liabilities ....................................... 6,062 5,960
Long term debt ...................................................... 9,600 9,920
DEFERRED INCOME TAXES .................................................. 1,038 606
STOCKHOLDERS' EQUITY
Common stock, par value $.01 per share; authorized
20,000,000 and 10,000,000 shares at September 30, 1996,
and December 31, 1995, respectively; issued 6,560,519 and
6,369,519 shares at September 30, 1996, and December 31, 1995 .... 66 64
Additional paid-in capital ........................................... 3,313 3,038
Retained earnings .................................................... 4,203 2,131
------------ ------------
7,582 5,233
Less: Treasury stock ................................................. (52) (52)
------------ ------------
Total stockholders' equity ........................................ 7,530 5,181
------------ ------------
Total liabilities and stockholders' equity ........................ $ 24,230 $ 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 NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
---------------------------- ---------------------------
1996 1995 1996 1995
------------ ------------ ------------ ------------
(000's omitted) (000's omitted)
REVENUE
Oil and gas ................................. $ 2,997 $ 572 $ 8,430 $ 1,611
Gain on sale and other ...................... 90 48 679 168
------------ ------------ ------------ ------------
3,087 620 9,109 1,779
EXPENSES
Production .................................. 701 190 2,051 466
Exploration ................................. 103 5 186 198
Depreciation & depletion .................... 756 178 1,937 458
Interest expense ............................ 295 0 914 0
General & administrative .................... 420 155 1,243 558
Severance benefit ........................... 0 0 0 117
------------ ------------ ------------ ------------
2,275 528 6,331 1,797
Income (loss) before income taxes ............. 812 92 2,778 (18)
Provision for federal & state income taxes
Current provision ........................... (79) 0 274 0
Deferred provision .......................... 264 0 432 0
------------ ------------ ------------ ------------
185 0 706 0
------------ ------------ ------------ ------------
Net income (loss) ............................ $ 627 $ 92 $ 2,072 $ (18)
============ ============ ============ ============
Primary net income (loss) per share ........... $ 0.09 $ 0.01 $ 0.30 $ (0.00)
============ ============ ============ ============
Diluted net income (loss) per share ........... $ 0.08 $ 0.01 $ 0.29 $ (0.00)
============ ============ ============ ============
Weighted primary average shares outstanding ... 7,325,308 6,275,114 7,005,999 5,507,017
------------ ------------ ------------ ------------
Weighted diluted average shares outstanding ... 7,452,471 6,275,114 7,145,648 5,507,017
------------ ------------ ------------ ------------
The accompanying notes are an integral part of this statement.
Page 4
5
SOUTHERN MINERAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
NINE MONTHS
ENDED SEPTEMBER 30
--------------------
1996 1995
-------- --------
(000's Omitted)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) ............................................ $ 2,072 $ (18)
Adjustments to net income (loss), net of the effects
of disposition in 1996 .................................... 1,618 640
-------- --------
Net cash provided by operating activities .................... 3,690 622
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of properties ............................ 184 77
Decrease in marketable securities ............................ 0 320
Capital expenditures ......................................... (2,112) (555)
Acquisition of partnership interest, net of cash received .... (2,874) --
Net cash received on disposition of assets ................... 1,143 (2)
-------- --------
Net cash used in investing activities ........................ (3,659) (160)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Payments of long term debt ................................... (3,815) 0
Proceeds from long term debt ................................. 3,500 --
Proceeds from issuance of common stock ....................... 0 31
-------- --------
Net cash (used in) provided by financing activities .......... (315) 31
-------- --------
Net decrease (increase) in cash ................................. (284) 493
Cash at beginning of period ..................................... 562 55
-------- --------
Cash at end of period ........................................... $ 278 $ 548
======== ========
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 850 0
Cash paid for taxes 381 6
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
September 30, 1996 and December 31, 1995, the results of operations for the
three months and nine months ended September 30, 1996 and 1995, and the
statements of cash flow for the nine months then ended have been included.
NOTE 2 - ACCOUNTING PRINCIPLES
The Company adopted Statement of Financial Accounting Standards No. 121
Accounting for the Impairment of Long-Lived Assets to be Disposed of (SFAS No.
121) effective January 1, 1996. The adoption had no material effect on the
Company's financial statements.
NOTE 3 - ACQUISITIONS
On August 30, 1996, the Company acquired the limited partnership interest in
SMC Development, L.P. for $3,000,000. The Company previously owned a 7%
general partnership interest in the partnership. The partnership assets
consisted of proved undeveloped oil and gas properties, with most of the value
related to the proved undeveloped properties that were drilled in 1996. The
acquisition was financed through an increase in the Company's Revolving Bank
Note of $1,600,000 and from internally generated working capital.
On December 20, 1995, the Company completed the acquisition of certain oil and
gas assets of Stone & Webster Oil Company, Inc., and the outstanding capital
stock of three wholly-owned subsidiaries of Stone & Webster, Inc.; Spruce Hills
Production Company, Inc., San Salvador Development Company, Inc., and Venture
Resources, Inc., which are engaged in oil and gas related businesses, including
exploration and production 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.
Page 6
7
The following summarizes pro forma (unaudited) information and assumes the
acquisitions had occurred on January 1, 1995.
Nine Months Ended September 30, 1995
-------------------------------------
(000's omitted, except per share data)
Revenues $ 8,188
Net Income 894
Net Income per share $ .13
The effects on the nine months ended September 30, 1996 are not material. 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.
NOTE 4 - SUBSEQUENT EVENTS
Subsequent to September 30, 1996, certain leases held for exploration
activities lapsed. The Company has initiated activities to reacquire these
leases. Should the Company be unsuccessful in completing the releasing of these
leases under favorable terms, then the Company will be required to record an
exploration expense of up to $600,000 in the fourth quarter of 1996.
In January 1997, the Company reacquired the expired leases at a cost of
$592,000. The Company will record an exploration expense of $603,000 in the
fourth quarter of 1996 related to the expired leases.
Page 7
8
SOUTHERN MINERAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the Quarter Ended September 30, 1996
As Compared to the Quarter Ended September 30, 1995
The Company recorded income of $627,000, or $.09 per share, for the three
months ended September 30, 1996, compared to income of $92,000, or $.01 per
share, in the comparable 1995 period. Revenues for the quarter ended September
30, 1996, were $3,087,000, up 398% compared to revenues for the same period in
1995 of $620,000. Expenses for the quarter ended September 30, 1996, were
$2,275,000, up 331% compared to expenses of $528,000 for the quarter ended
September 30, 1995. The quarter ended September 30, 1996, includes the results
of operations from the acquisition of certain oil and gas assets and companies
of Stone & Webster Oil Company, Inc., which closed on December 20, 1995, and
the results of operations from the acquisition of the limited partnership
interest in SMC Development, L.P., which closed on August 30, 1996.
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 third quarter of 1996 was 884 Mmcf, a 580% increase
compared to third quarter 1995 production of 130 Mmcf. The Company's crude oil
production in the quarter ended September 30, 1996, increased 162% to 58,859
barrels compared to 22,486 barrels in 1995. The Company's average oil price in
the quarter ended September 30, 1996, increased 13% to $18.51 per barrel
compared to $16.37 per barrel in the same period in 1995. Natural gas prices
in the quarter ended September 30, 1996, increased 29% to $1.97 per Mcf, as
compared to $1.53 per Mcf in the same period in 1995. Higher production
volumes were primarily due to the acquisitions mentioned above.
The increase in expenses in the quarter ended September 30, 1996, is primarily
the result of the inclusion of the above mentioned acquisitions. Production
expenses increased 269% to $701,000 in 1996 from $190,000 in 1995. Interest
expense for the quarter ended September 30, 1996 is $295,000, and results from
the bank debt incurred to finance the acquisitions mentioned above. There is
no interest expense in the comparable quarter in 1995. Depreciation and
depletion expense increased 325% to $756,000 in the quarter ended September 30,
1996, from $178,000 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 $420,000 in the quarter ended September 30, 1996,
up 171% from $155,000 in the comparable period in 1995. Taxes of $185,000 in
the quarter ended September 30, 1996, are a result of a credit of $89,000 in
foreign income taxes relating to a downward revision in estimated 1996 income
from Canadian operations acquired in December 1995, $20,000 in current state
and federal taxes and $264,000 in deferred taxes; there were no comparable
taxes in the same period in 1995. Exploration expenses increased to $103,000
in 1996 from $5,000 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 September 30, 1996, is
the primarily result of a dry hole expense of $73,000 on a well drilled in
Jackson County, Texas.
Page 8
9
For the Nine Months Ended September 30, 1996
As Compared to the Nine Months Ended September 30, 1995
The Company recorded income of $2,072,000, or $.30 per share, for the nine
months ended September 30, 1996, compared to a loss of $18,000 in the
comparable 1995 period. Revenues for the nine months ended September 30, 1996,
were $9,109,000, up 412% compared to revenues for same period in 1995 of
$1,779,000. Expenses for the nine months ended September 30, 1996, were
$6,331,000, up 252% compared to expenses of $1,797,000 for the nine months
ended September 30, 1995. The nine months ended September 30, 1996, includes
the results of operations from the acquisition of certain oil and gas assets
and companies of Stone & Webster Oil Company, Inc., which closed on December
20, 1995, and the results of operations from the acquisition of the limited
partnership interest in SMC Development, L.P., which closed on August 30, 1996.
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 nine months ended September 30, 1996, was 2,427 Mmcf, a
649% increase compared to production of 324 Mmcf in the same period in 1995.
The Company's crude oil production for the nine months ended September 30,
1996, increased 158% to 168,696 barrels compared to 65,356 barrels in 1995.
The Company's average oil price in the nine month period ended September 30,
1996, increased 7% to $18.07 per barrel compared to $16.85 per barrel in the
comparable period in 1995. Natural gas prices in the nine months ended
September 30, 1996, increased 24% to $1.91 per Mcf, as compared to $1.54 per
Mcf in the same period in 1995. Higher production volumes were primarily due
to the acquisitions 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 nine month period ended
September 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 nine months ended September 30, 1996, primarily as a
result of the inclusion of the above mentioned acquisitions. Production
expenses increased 340% to $2,051,000 in 1996 from $466,000 in 1995. Interest
expense for the nine months ended September 30, 1996, was $914,000, and results
from the bank debt incurred to finance the acquisitions mentioned above. There
is no interest expense in the comparable period in 1995. Depreciation and
depletion expense increased 323% to $1,937,000 in the nine month period ended
September 30, 1996, from $458,000 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 $1,243,000 in the nine month
period ended September 30, 1996, up 84% from $675,000 in the comparable period
in 1995. General and administrative costs in 1995 include $117,000 in severance
payments. Taxes of $706,000 in the nine month period ended September 30, 1996,
are a result of $349,000 in foreign income taxes relating to income from
Canadian operations acquired in December 1995, $76,000 in current state and
federal taxes and $432,000 in deferred taxes; there were no comparable taxes in
the same period in 1995. By contrast, exploration expenses declined 6% to
$186,000 in 1996 from $198,000 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.
Page 9
10
LIQUIDITY AND CAPITAL RESOURCES
For the Period Ended September 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 Oil
Company, Inc. Effective August 30, 1996, the bank modified the terms of the
Revolver Note. As of August 30, 1996, the Revolver Note borrowing base was
increased to $11,700,000, and reduces $175,000 per month. The increase was used
to finance the acquisition of the limited partnership interest in SMC
Development, L. P. At September 30, 1996, the Revolver Note had a balance due
of $10,900,000, and available commitments to lend $800,000. 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 $525,000
in the three months ended December 31, 1996, $2,100,000 in 1997, and $8,275,000
in 1998.
Cash flow from operating activities for the nine month period ended September
30, 1996 increased to $3,690,000 or 493% from $622,000 in the comparable period
in 1995.
On August 30, 1996, the Company acquired the limited partnership interest of
SMC Development, L. P. The cost of the acquisition was $3,000,000, and was
financed by a $1,600,000 increase in the Company's Revolving Note borrowing
base and $1,400,000 from internally generated working capital.
Working capital as of September 30, 1996 is a deficit $3,858,000, compared to a
deficit of $3,889,000 as of December 31, 1995. The working capital deficit of
$3,858,000 as of September 30, 1996, includes $1,300,000 in current maturities
outstanding under the Revolver Note and $4,000,000 outstanding under the Term
Note.
Cash and cash equivalents and marketable securities declined to $278,000 at
September 30, 1996, from $562,000 at December 31, 1995. Unadvanced bank
commitments to lend under the Revolver Note at September 30, 1996, are
$800,000.
The Company anticipates that it will rely on various sources to fund its
principal business activity. Such funding sources may include, but are not
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 September 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 10
11
SUBSEQUENT EVENTS
Subsequent to September 30, 1996, certain leases held for exploration
activities lapsed. The Company has initiated activities to reacquire these
leases. Should the Company be unsuccessful in completing the releasing of these
leases under favorable terms, then the Company will be required to record an
exploration expense of up to $600,000 in the fourth quarter of 1996.
In January 1997, the Company reacquired the expired leases at a cost of
$592,000. The Company will record an exploration expense of $603,000 in the
fourth quarter of 1996 related to the expired leases.
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 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS:
2.1 Purchase and Sale Agreement and Assignment of
Partnership Interest, dated August 30, 1996, by and
between Torch Energy Finance Fund Limited
Partnership I and Southern Mineral Corporation
(incorporated by reference to Exhibit 2.1 to Form
8-K of the Company dated August 30, 1996).
2.2 Agreement Regarding Dissolution of Partnerships,
dated August 30, 1996, between Southern Mineral
Corporation and Diasu Oil & Gas, Inc. (incorporated
by reference to Exhibit 2.2 to Form 8-K of the
Company dated August 30, 1996).
10.1 Amendment to Credit Agreements between Southern
Mineral Corporation et al and Compass Bank-
Houston dated August 30, 1996 (incorporated by
reference to Exhibit 10.1 to Form 8-K of the
Company dated August 30, 1996).
11.1 Computation of earnings per common and equivalent
share.
27.1 Financial Data Schedule.
(b) REPORTS ON FORM 8-K:
Form 8-K of the Company, dated August 30, 1996, reporting
the purchase of the limited partnership interest in SMC
Development, L. P., a Texas limited partnership, for
$3,000,000.
Form 8-K of the Company, dated December 23, 1996,
reporting the sale of 2,500,000 shares of common stock
of the Company in a private placement.
Page 11
12
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this amended report to be signed on its behalf by the
undersigned thereunto duly authorized.
SOUTHERN MINERAL CORPORATION
February 10, 1997 By /s/ James H Price
----------------------------
James H. Price
Vice President-Finance
Page 12