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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, 1997
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 14, 1997, there
were 9,110,413 shares of the Issuer's common stock outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
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SOUTHERN MINERAL CORPORATION
TABLE OF CONTENTS
- -------------------------------------------------------------------------------
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED FINANCIAL STATEMENTS:
Condensed Consolidated Balance Sheet as of June 30, 1997 and December 31,1996............3
Condensed Consolidated Statement of Operations for the
three and six months ended June 30, 1997 and 1996....................................4
Condensed Consolidated Statement of Cash Flows for the
six months ended June 30, 1997 and 1996..............................................5
Notes to Consolidated Financial Statements...............................................6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Financial Condition and Results of Operations................................................8
Liquidity and Capital Resources.............................................................10
PART II. OTHER INFORMATION...........................................................................12
Item 4. Submission of Matters to a Vote of Security Holders.........................................12
Item 6. Exhibits and Reports on Form 8-K............................................................12
</TABLE>
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SOUTHERN MINERAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(thousands omitted)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
----------- ------------
(unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 168 $ 471
Receivables and other 3,679 2,447
-------- --------
Total current assets 3,847 2,918
PROPERTY AND EQUIPMENT, AT COST USING SUCCESSFUL
EFFORTS METHOD FOR OIL AND GAS ACTIVITIES
Property, plant and equipment 43,901 25,831
Accumulated depreciation, depletion and amortization (6,662) (5,232)
-------- --------
37,239 20,599
PROPERTIES HELD FOR SALE AND OTHER 2,616 869
-------- --------
Total assets $ 43,702 $ 24,386
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 1,659 $ 683
Notes payable 809 0
-------- --------
Total current liabilities 2,468 683
Long term debt 19,200 3,900
DEFERRED INCOME TAXES 1,788 1,169
STOCKHOLDERS' EQUITY
Common stock, par value $.01 per share; authorized 20,000,000 shares
at June 30, 1997, and December 31, 1996, respectively; issued 9,108,832
and 9,088,519 shares at June 30, 1997 and December 31, 1996 91 91
Additional paid-in capital 14,025 14,030
Retained earnings 6,182 4,565
-------- --------
20,298 18,686
Less: Treasury stock (52) (52)
-------- --------
Total stockholders' equity 20,246 18,634
-------- --------
Total liabilities and stockholders' equity $ 43,702 $ 24,386
======== ========
</TABLE>
The accompanying notes are an integral part of this statement.
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SOUTHERN MINERAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(thousands omitted, except share and per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------------- ----------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Revenue
Oil and gas $ 2,888 $ 2,827 $ 6,720 $ 5,433
Gain on sale 359 72 544 396
----------- ----------- ----------- -----------
3,247 2,899 7,264 5,829
Expenses
Production 810 627 1,611 1,350
Exploration 0 54 283 83
Depreciation, depletion and amortization 801 612 1,492 1,181
General and administrative 512 438 1,134 823
----------- ----------- ----------- -----------
2,123 1,731 4,520 3,437
----------- ----------- ----------- -----------
Income from operations 1,124 1,168 2,744 2,392
Other income, expenses and deductions
Interest and other income 108 153 122 193
Interest and debt expense (174) (292) (239) (619)
----------- ----------- ----------- -----------
Income before income taxes 1,058 1,029 2,627 1,966
Provision for federal and state income
Current provision (143) 241 338 353
Deferred provision 650 168 627 168
----------- ----------- ----------- -----------
507 409 965 521
----------- ----------- ----------- -----------
Net income $ 551 $ 620 $ 1,662 $ 1,445
=========== =========== =========== ===========
Primary net income per share $ 0.05 $ 0.09 $ 0.16 $ 0.21
=========== =========== =========== ===========
Weighted primary average shares
outstanding 10,040,525 7,104,267 10,112,804 6,846,202
</TABLE>
The accompanying notes are an integral part of this statement.
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SOUTHERN MINERAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(thousands omitted)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
---------------------
1997 1996
-------- -------
(unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,662 $ 1,445
Adjustments to net income, net of the effects
of disposition in 1996 2,462 28
-------- -------
Net cash provided by operating activities 4,124 1,473
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of properties 1,038 183
Capital expenditures (20,691) (846)
Net cash received on disposition of assets 0 1,143
-------- -------
Net cash (used in) provided by investing activities (19,653) 480
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Payments of long term debt (1,900) (2,315)
Proceeds from long term debt 17,200 0
Proceeds from issuance of common stock (74) 0
-------- -------
Net cash provided by (used in) financing activities 15,226 (2,315)
-------- -------
Net decrease in cash (303) (362)
Cash at beginning of period 471 562
-------- -------
Cash at end of period $ 168 $ 200
======== =======
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 $ 221 $ 553
Cash paid for taxes $ 411 $ 317
</TABLE>
The accompanying notes are an integral part of this statement.
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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 Annual
Report to the Securities and Exchange Commission on Form 10-KSB for the year
ended December 31, 1996. 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, 1997, and December 31, 1996, the results of
operations for the three and six months ended June 30, 1997 and 1996 and
statements of cash flows for the six months then ended have been included.
Use of Estimates -The preparation of financial statements in conformity with
generally accepted accounting principals requires management to make estimates
and assumptions that affect the reported amount of assets and liabilities and
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.
NOTE 2 - ACQUISITIONS
On May 20, 1997, the Company purchased from Mario Garcia and Dolores E. Garcia,
the outstanding capital stock of BEC Energy, Inc. ("BEC"). The purchase price
was $10,640,000. BEC's assets consist of a working interest in fourteen oil and
gas wells located in the Big Escambia Creek Field in Escambia County, Alabama.
The Company financed the acquisition with a $10,600,000 advance under the
Company's credit facility with Compass Bank-Houston.
On August 30, 1996, the Company acquired for $3,000,000 the limited partnership
interest in SMC Development, L.P., which then was dissolved. 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.
In addition, the Company has acquired other interest, including a 10% interest
in a concession in the Santa Elena Peninsula in Ecuador for approximately
$2,400,000, none of which would have had a material effect on the historical
results of the Company.
The following summarizes pro forma (unaudited) information and assumes the
acquisitions of BEC and SMD had occurred on January 1, 1996, and assumes the
acquisition of BEC had occurred on January 1, 1997.
<TABLE>
<CAPTION>
Six Months Ended June 30,
-------------------------
(000's omitted, except per share data)
1997 1996
---- ----
<S> <C> <C>
Revenues $ 8,026 $ 6,568
Net Income 1,549 1,506
Net Income per share $ .17 $ .23
</TABLE>
These pro forma results are not necessarily indicative of those that would have
occurred had the acquisitions taken place at the beginning of 1996 and 1997.
The above amounts reflect adjustments for interest on notes payable issued as
part of the purchase price and depreciation on revalued property.
NOTE 3 - NOTE PAYABLE
The Company acquired 3-D seismic in January of 1997 for $1,394,000 payable in
14 monthly payments commencing January 31, 1997 of $105,000 per month, with an
imputed interest rate of 10% per annum. The note balance at June 30, 1997 is
$809,200 and the purchase is included in properties held for sale as of June
30, 1997.
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SOUTHERN MINERAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the Quarter Ended June 30, 1997
As Compared to the Quarter Ended June 30, 1996
Oil and gas revenues for the quarter ended June 30,1997, are $2,888,000,
compared to oil and gas revenues for the same period in 1996 of $2,827,000. The
increase in revenues reflects higher production volumes of both natural gas and
crude oil, which were partially offset by lower commodity prices for both
natural gas and crude oil. Higher production volumes are primarily due to the
acquisition of BEC Energy, Inc., acquired on May 20, 1997, and the acquisition
of a working interest in the A. Philyaw 8-1 #1 on April 7, 1997. The Company
also acquired a 10% interest in the Santa Elana Concession located in the Santa
Elana Peninsula in Ecuador for approximately $2,400,000.
Natural gas production for the three months ended June 30, 1997 is 908 Mmcf, a
13% increase as compared to production for the same period in 1996 of 806 Mmcf.
The Company's crude oil production for the three months ended June 30, 1997
increased 19% to 69,784 barrels as compared to 58,553 barrels for the same
period in 1996.
The average natural gas price in 1997 decreased 19% to $1.62 per Mcf compared
to $1.99 per Mcf in 1996. Crude oil prices decreased 4% in 1997 to $18.67 per
barrel, compared to $19.35 per barrel in 1996.
As part of the Company's on-going operations, the Company may sell
non-strategic assets or oil and gas properties. The proceeds would be used to
pay down debt or redeploy capital to opportunities that may have a higher rate
of return. These activities have resulted in gains on sale of assets of
$359,000 in 1997 and $72,000 in 1996. The gain on sale of assets in 1997 was
primarily the result of the sale of non-strategic oil and gas interests in
Canada, which the Company has agreed to sell for approximately $360,000.
Production costs, including production and ad valorem taxes, increased in 1997
to $810,000, up 29% from $627,000 in 1996, primarily due to the above mentioned
acquisitions. On a cost per Mcfe basis, production costs for 1997 increased to
$0.61 per Mcfe, or 13% from $0.54 per Mcfe in 1996.
General and administrative expenses increased to $512,000 in 1997, up 17% from
$438,000 in 1996. On a cost per Mcfe basis, general and administrative expenses
increased to $0.39 per Mcfe from $0.38 Mcfe in 1996.
Depreciation, depletion and amortization ("DD&A") expense for 1997 increased to
$801,000, up 31% from $612,000 in 1996, which was due primarily to the above
mentioned acquisitions. The Company computes depreciation and depletion 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 period to period because of revisions to reserve estimates, production
rates and other factors. DD&A expenses increased in 1997 to $0.60 per Mcfe, up
13% from $0.53 per Mcfe in 1996.
Interest and debt expense in the quarter ended June 30, 1997 was $174,000,
compared to $292,000 in 1996. Interest expense decreased as a result of a
reduction in outstanding bank debt, which was reduced by application of
proceeds from the private placement of 2,500,000 shares of common stock for
$10,600,000 in December of 1996. During the 1997 second quarter, bank debt
increased $17,200,000 to fund capital expenditures, and to
consummate the above mentioned acquisitions.
Tax expense in 1997 and 1996 was $507,000 and $409,000, respectively, with the
increase related to a net operating loss carryforward that was available in the
1996 quarter, which was not available in the second quarter of 1997.
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The Company reported earnings in the quarter ended June 30, 1997, of $551,000,
or $0.06 per share, compared to earnings of $620,000, or $0.10 per share, in
the same period in 1996. The number of shares outstanding increased by
2,500,000 in December of 1996 as a result of the private placement of common
stock.
Change in Accounting Methods
In the fourth quarter of 1997, the Company will be required to adopt Statement
of Financial Accounting Standards No. 128, "Earnings per Share"
("SFAS 128"). This statement establishes standards for computing and
presenting earnings per share and requires, among other things, dual
presentations of basic and diluted earnings per share on the face of the
statement of operations. SFAS 128 introduces the concept of basic earnings
per share, which represents net income divided by the weighted average common
shares outstanding without the dilutive effects of common stock equivalents. In
accordance with SFAS 128, diluted earnings per share, giving effect for
common stock equivalents, will be reported in the fourth quarter of 1997.
Effective December 1997, the Company will be required to adopt Statement of
Financial Accounting Standards No. 129, "Disclosure of Information about Capital
Structure" ("SFAS 129"). SFAS 129 requires that all entities disclose in summary
form within the financial statement the pertinent rights and privileges of the
various securities outstanding. An entity is to disclose within the financial
statement the number of shares issued upon conversion, exercise, or satisfaction
of required conditions during at least the most recent annual fiscal period and
any subsequent interim period presented. Other special provisions apply to
preferred and redeemable stock. The Company will adopt SFAS 129 in the fourth
quarter of 1997.
In June 1997, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 130, "Reporting Comprehensive Income"
("SFAS 130"), which establishes standards for reporting and display of
comprehensive income and its components. The components of comprehensive income
refer to revenues, expenses, gains and losses that are excluded from net income
under current accounting standards, including foreign currency translation
items, minimum pension liability adjustments and unrealized gains and losses on
certain investments in debt and equity securities. SFAS 130 requires that all
items that are recognized under accounting standards as components of
comprehensive income be reported in a financial statement displayed in equal
prominence with other financial statements; the total of other comprehensive
income for a period is required to be transferred to a component of equity that
is separately displayed in a statement of financial position at the end of an
accounting period. SFAS 130 is effective for both interim and annual periods
beginning after December 15, 1997.
In June 1997, the FASB issued Statement of Financial Accounting Standards No.
131, "Disclosures about Segments of an Enterprise and Related Information"
("SFAS 131"). SFAS 131 establishes standards for the way public enterprises are
to report information about operating segments in annual financial statements
and requires the reporting of selected information about operating segments in
interim financial reports issued to shareholders. It also establishes standards
for related disclosures about products and services, geographic areas, and major
customers. SFAS 131 is effective for periods beginning after December 15,
1997.
For the Six Months Ended June 30, 1997
As Compared to the Six Months Ended June 30, 1996
Oil and gas revenues for the six months ended June 30, 1997, were $6,720,000,
up 24% compared to oil and gas revenues for the same period in 1996 of
$5,433,000. The increase in revenues reflects higher production volumes of both
natural gas and crude oil along with higher commodity prices for both natural
gas and crude oil. Higher production volumes were primarily due to the
acquisition of BEC Energy, Inc., acquired on May 20, 1997, and the acquisition
of a working interest in the A. Philyaw 8-1 #1 on April 7, 1997. The Company
also acquired a 10% interest in the Santa Elena Concession located in the Santa
Elena Peninsula in Ecuador for approximately $2,400,000.
Natural gas production in the first six months of 1997 was 1,801 Mmcf, a 17%
increase compared to 1996 production of 1,543 Mmcf. The Company's crude oil
production in the first six months of 1997 increased 6% to 122,601 barrels
compared to 115,638 barrels in 1996.
The average natural gas price in the first six months of 1997 increased 19% to
$2.24 per Mcf compared to $1.88 per Mcf in the same period of 1996. Crude oil
prices increased 13% in the first six months of 1997 to $20.06 compared to
$17.83 per barrel in the same period of 1996.
As part of the Company's on-going operations, the Company may sell
non-strategic assets or oil and gas properties. The proceeds would be used to
pay down debt or redeploy capital to opportunities that may have a higher rate
of return. These activities resulted in gains on sales of assets of $544,000 in
the first six months of 1997, and $396,000 in the same period of 1996. The gain
on sale in 1996 was primarily the result of the sale of Venture Resources, Inc.
for $1,143,000, which was a non-core asset acquired as part of the Company's
acquisition of certain oil and gas assets from Stone & Webster, Inc. in
December 1995. The gain on sale in 1997 was primarily the result of the sales
of an oil and gas prospect located in the state waters offshore Texas and a
working interest in a oil and gas property in Canada, which the Company has
agreed to sell for approximately $360,000.
Production costs, including production and ad valorem taxes, increased in the
first six months of 1997 to $1,611,000, up 19% from $1,350,000 in the same
period of 1996, primarily due to the above mentioned acquisitions. On a cost
per Mcfe basis, production costs for 1997 increased to $0.64 per Mcfe, or 7%,
from $0.60 per Mcfe in 1996.
General and administrative expenses increased as a result of increased staffing
to facilitate future growth to $1,134,000 in the first six months of 1997, up
38% from $823,000 in 1996. On a cost per Mcfe basis, general and administrative
expenses increased in 1997 to $0.45 per Mcfe, or 22% from $0.37 Mcfe in 1996.
Exploration, dry hole and lease impairment expenses increased in the six months
of 1997 to $283,000, compared to $83,000 in the same period of 1996, which was
due primarily to a dry hole drilled in Jefferson Parish, Louisiana, recognized
during the second quarter of 1997. Since the Company uses the successful efforts
method of accounting, exploration expenses may vary greatly from year to year
based upon the level of exploration activity during the year.
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DD&A expense for the first six months of 1997 increased to $1,492,000, up 26%
from $1,181,000 in 1996, primarily due to the above mentioned acquisitions. The
Company computes depreciation and depletion 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 period to period
because of revisions to reserve estimates, production rates and other factors.
DD&A expenses increased in the first six months of 1997 to $0.59 per Mcfe, up
11% from $0.53 per Mcfe in 1996.
Interest and debt expense decreased in the first six months of 1997 to
$239,000, down 61% compared to $619,000 in 1996. The decline resulted from a
reduction in bank debt, which was reduced from the net proceeds of
approximately $10,600,000 from the Company's private placement of 2,500,000
shares of common stock in December 1996. Bank debt increased in the second
quarter primarily to fund the above mentioned acquisitions.
Tax expense in 1997 and 1996 was $965,000 and $521,000, respectively, with the
increase related to higher 1997 net income before taxes and a net operating
loss carryforward that was available in the 1996 six month period, which was
not available in the six months ended June 30,1997.
The Company reported earnings in 1997 of $1,662,000, or $0.18 per share,
compared to earnings of $1,445,000, or $0.22 per share in 1996. The number of
shares outstanding increased by 2,500,000 in December of 1996 as a result of
the private placement of common stock.
LIQUIDITY AND CAPITAL RESOURCES
FOR THE PERIOD ENDED JUNE 30, 1997
The Company has historically funded its operations, acquisitions, exploration
and development expenditures from cash flows from operating activities, bank
borrowings, issuance of common stock and sales of non-strategic assets and oil
and gas properties. Total available liquidity at June 30, 1997, and 1996, was
$6,968,000 and $1,800,000, respectively.
The Company's cash flows provided by operating activities for the six months
ended June 30, 1997 and 1996 were $4,124,000 and $1,473,000, respectively.
Additional cash of $1,038,000 and $183,000 was realized in the first six months
of 1997 and 1996, respectively, from property sales of non-strategic assets.
Effective June 30, 1997, the Company amended its bank credit agreement
increasing its borrowing base from $16,200,000 to $26,000,000. As of June 30,
1997, the borrowing base under the credit facility is $26,000,000, with
outstanding borrowings thereunder of $19,200,000, leaving $6,800,000 available
to borrow.
The credit facility borrowing base reduces $300,000 per month commencing August
1, 1997, and is reviewed by the bank semi-annually until maturity on June 1,
2000. 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 financial condition of the Company.
The credit facility bears interest at the Company's option, of either prime
rate floating, or at the LIBOR rate plus two and one-quarter percent.
Capital spending in the first six months of 1997 totaled $20,691,000, and was
primarily funded from bank debt and cash flow generated from operations. The
Company will evaluate its level of capital spending throughout the year based
upon drilling results, commodity prices, cash flows from operations and
property acquisitions.
The Company believes that it will have sufficient capital available from the
credit facility described above, together with cash flows from operating
activities, to fund its 1997 capital expenditure program, and to meet the
Company's other obligations. The Company also believes that the funds available
from such sources will enable the Company to continue to pursue strategic
corporate and property acquisitions.
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The Company's debt to total capitalization ratio was 49% at June 30, 1997, as
compared to 65% at June 30, 1996. The Company's interest coverage ratio
(calculated as net income plus depreciation, depletion and amortization,
deferred income taxes, and exploration expenses divided by cash expenditures
for interest) was 17 to 1 for the first six months of 1997.
The Company did not declare dividends in the six months ended June 30, 1997,
fiscal 1996, 1995 or 1994. 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.
Forward-Looking Statements
The Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1937, as amended (the
"Exchange Act"). All statements other than statements of historical fact
included in MD&A, including statements regarding the Company's operating
strategy, plans, objectives and beliefs of management for future operations,
planned capital expenditures and acquisitions are forward-looking statements.
Although the Company believes that the assumptions upon which such
forward-looking statements are based are reasonable, it can give no assurance
that such assumptions will prove to be correct.
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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 1997 annual stockholders meeting was held on May 14, 1997. 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. Appointment of KPMG Peat Marwick LLP as auditors of the Company
for the year ending December 31, 1997; and
3. To consider and act upon such other business as may properly be
presented to the meeting or an adjournment thereof.
A total of 9,100,832 shares of the Company's common stock, par value $.01 per
share, were entitled to vote at the meeting. Of these shares, 6,443,055 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, shares were voted for election as follows: B.
Travis Basham, Thomas R. Fuller, Donald H. Wiese, Jr. and Spencer L.
Youngblood For: 6,393,341; Withheld: 49,714; Robert R. Hillery, E.
Ralph Hines, Jr., Steven H. Mikel and James E. Nielson For: 6,438,690;
Withheld: 4,365; Howell H. Howard For: 6,436,997; Withheld: 6,058.
Voting results on the other matters, all of which were approved, are
as follows:
With respect to the approval of the appointment of KPMG Peat Marwick,
LLP as auditors for the period ended 12/31/97, shares voted For:
6,435,674; Against/Abstain: 7,381.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
10.1 Fourth Amendment to Credit Agreement
between the Company and Compass
Bank-Houston dated June 30, 1997 (filed
herewith)
11.1 Computation of earnings per common and
equivalent share (filed herewith)
27.1 Financial Data Schedule
(b) Report on Form 8-K:
Form 8-K of the Company, dated May 20, 1997, reporting
the acquisition of BEC Energy, Inc. for $10,640,000.
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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 14, 1997 By /s/ James H. Price
-----------------------------------
James H Price
Vice President-Finance
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INDEX TO EXHIBITS
10.1 Fourth Amendment to Credit Agreement
between the Company and Compass
Bank-Houston dated June 30, 1997 (filed
herewith)
11.1 Computation of earnings per common and
equivalent share (filed herewith)
27.1 Financial Data Schedule
<PAGE> 1
EXHIBIT 10.16
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment")
is made and entered into effective as of the 30th day of June, 1997, by and
among SOUTHERN MINERAL CORPORATION, a Nevada corporation (the "Borrower"), SMC
PRODUCTION CO., a Texas corporation, SPRUCE HILLS PRODUCTION COMPANY, INC., a
Delaware corporation and BEC ENERGY, INC., a Texas corporation (collectively,
the "Co-Borrowers") and COMPASS BANK, a Texas state chartered banking
institution ("Lender").
W I T N E S S E T H:
WHEREAS, the Borrower, the Co-Borrowers and Lender did execute
and exchange counterparts of that certain Credit Agreement dated December 20,
1995, executed in connection with a revolving loan extended to the Borrowers by
Lender as amended by First Amendment effective as of June 1, 1996, by letter
amendment dated August 30, 1996, by letter amendment dated January 22, 1997, by
Second Amendment to Credit Agreement effective as of December 17, 1996, and by
Third Amendment to Credit Agreement effective as of June 10, 1997 (the "Credit
Agreement");
WHEREAS, the parties hereto desire to amend the Credit
Agreement as hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained in the Credit Agreement and this Amendment, the parties
hereto agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
I.1 Terms Defined Above. As used herein, each of the
terms "Amendment," "Borrowers," "Co-Borrowers," "Lender," and "Credit
Agreement" shall have the meaning assigned to such term hereinabove.
I.2 Terms Defined in Credit Agreement. As used herein,
each term defined in the Credit Agreement shall have the meaning assigned
thereto in the Credit Agreement, unless expressly provided herein to the
contrary.
I.3 References. References in this Amendment to Article
or Section numbers shall be to Articles and Sections of this Amendment, unless
expressly stated to the contrary. References in this Amendment to "hereby,"
"herein," "hereinafter," "hereinabove," "hereinbelow," "hereof," and
"hereunder" shall be to this Amendment in its entirety and not only to the
particular Article or Section in which such reference appears.
<PAGE> 2
I.4 Articles and Sections. This Amendment, for
convenience only, has been divided into Articles and Sections and it is
understood that the rights, powers, privileges, duties, and other legal
relations of the parties hereto shall be determined from this Amendment as an
entirety and without regard to such division into Articles and Sections and
without regard to headings prefixed to such Articles and Sections.
I.5 Number and Gender. Whenever the context requires,
reference herein made to the single number shall be understood to include the
plural and likewise the plural shall be understood to include the singular.
Words denoting sex shall be construed to include the masculine, feminine, and
neuter, when such construction is appropriate, and specific enumeration shall
not exclude the general, but shall be construed as cumulative. Definitions of
terms defined in the singular and plural shall be equally applicable to the
plural or singular, as the case may be.
ARTICLE II
AMENDMENTS TO Credit AGREEMENT
The Credit Agreement is hereby amended as follows:
II.1 Amendment of Section 2.7. Section 2.7(a) of the
Credit Agreement is hereby amended to read as follows:
"2.7 Borrowing Base Determinations. (a) The Borrowing Base
as of June 30, 1997, is acknowledged by the Borrower, the Co-Borrowers
and the Lender to be $26,000,000. Commencing on August 1, 1997, and
continuing thereafter on the first day of each calendar month until
the earlier of the date such amount is redetermined or the Commitment
Termination Date, the amount of the Borrowing Base shall be reduced by
$300,000."
ARTICLE III
CONDITIONS
The obligation of the Lender to amend the Credit Agreement as
provided herein is subject to the fulfillment of the following conditions
precedent:
III.1 Receipt of Documents and Other Items. The Lender
shall have received, reviewed, and approved the following documents and other
items, appropriately executed when necessary and in form and substance
satisfactory to the Lender:
(a) multiple counterparts of this Amendment executed by
the
2
<PAGE> 3
Borrowers, as requested by the Lender;
(b) Security Agreement (Stock Pledge) of stock of SMC
Ecuador, Inc.; and
(c) such other agreements, documents, items, instruments,
opinions, certificates, waivers, consents, and evidence as the Lender
may reasonably request.
III.2 Accuracy of Representations and Warranties. The
representations and warranties contained in Article IV of the Credit Agreement
and in any other Loan Document shall be true and correct, except as affected by
the transactions contemplated in the Credit Agreement and this Amendment.
III.3 Matters Satisfactory to Lender. All matters
incident to the consummation of the transactions contemplated hereby shall be
satisfactory to the Lender.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
The Borrower and each of the Co-Borrowers hereby expressly
re-makes, in favor of the Lender, all of the representations and warranties set
forth in Article IV of the Credit Agreement and set forth in any other Loan
Document to which it is a party, and represents and warrants that all such
representations and warranties remain true and unbreached, except as affected
by the transactions contemplated in the Credit Agreement and this Amendment.
ARTICLE V
RATIFICATION
Each of the parties hereto does hereby adopt, ratify, and
confirm the Credit Agreement and the other Loan Documents to which it is a
party, in all things in accordance with the terms and provisions thereof, as
amended by this Amendment and the documents executed in connection herewith.
ARTICLE VI
MISCELLANEOUS
VI.1 Scope of Amendment. The scope of this Amendment is
expressly limited
3
<PAGE> 4
to the matters addressed herein and this Amendment shall not operate as a waiver
of any past, present, or future breach, Default, or Event of Default under the
Credit Agreement, except to the extent, if any, that any such breach, Default,
or Event of Default is remedied by the effect of this Amendment.
VI.2 Credit Agreement as Amended. All references to the
Credit Agreement in any document heretofore or hereafter executed in connection
with the transactions contemplated in the Credit Agreement shall be deemed to
refer to the Credit Agreement as amended by this Amendment.
VI.3 Parties in Interest. All provisions of this
Amendment shall be binding upon and shall inure to the benefit of the Borrower,
the Co-Borrowers, the Lender, and their respective successors and permitted
assigns.
VI.4 Rights of Third Parties. All provisions herein are
imposed solely and exclusively for the benefit of the parties hereto and their
respective successors and permitted assigns. No other Person shall have
standing to require satisfaction of such provisions in accordance with their
terms and any or all of such provisions may be freely waived in whole or in
part by the Lender at any time if in its sole discretion it deems it advisable
to do so.
VI.5 Entire Agreement. THIS AMENDMENT CONSTITUTES THE
ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT HEREOF
AND SUPERSEDES ANY PRIOR AGREEMENT, WHETHER WRITTEN OR ORAL, AMONG SUCH PARTIES
REGARDING THE SUBJECT HEREOF. FURTHERMORE IN THIS REGARD, THIS AMENDMENT, THE
CREDIT AGREEMENT, AND THE OTHER WRITTEN LOAN DOCUMENTS REPRESENT, COLLECTIVELY,
THE FINAL AGREEMENT AMONG THE PARTIES THERETO AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF SUCH
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG SUCH PARTIES.
VI.6 Governing Law. THIS AMENDMENT AND ALL ISSUES ARISING
IN CONNECTION HEREWITH AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS
WITHOUT GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW.
VI.7 Jurisdiction and Venue. ALL ACTIONS OR PROCEEDINGS
WITH RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF,
RELATED TO OR FROM THIS AMENDMENT, THE CREDIT AGREEMENT, OR ANY OTHER LOAN
DOCUMENT MAY BE LITIGATED, AT THE SOLE DISCRETION AND ELECTION OF THE LENDER,
IN COURTS HAVING SITUS IN HOUSTON, HARRIS COUNTY, TEXAS. EACH OF THE BORROWERS
HEREBY SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE, OR FEDERAL COURT
LOCATED IN HOUSTON, HARRIS COUNTY, TEXAS, AND HEREBY WAIVES ANY RIGHTS IT MAY
HAVE TO TRANSFER OR CHANGE THE JURISDICTION OR VENUE OF ANY LITIGATION BROUGHT
AGAINST IT BY THE LENDER IN ACCORDANCE WITH THIS SECTION.
4
<PAGE> 5
VI.8 Waiver of Rights to Jury Trial. THE BORROWER, EACH OF THE
CO-BORROWERS AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY,
IRREVOCABLY, AND UNCONDITIONALLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY
ACTION, SUIT, PROCEEDING, COUNTERCLAIM, OR OTHER LITIGATION THAT RELATES TO OR
ARISES OUT OF THIS AMENDMENT, THE CREDIT AGREEMENT, OR ANY OTHER LOAN DOCUMENT
OR THE ACTS OR OMISSIONS OF THE LENDER IN THE ENFORCEMENT OF ANY OF THE TERMS
OR PROVISIONS OF THIS AMENDMENT, THE CREDIT AGREEMENT, OR ANY OTHER LOAN
DOCUMENT OR OTHERWISE WITH RESPECT THERETO. THE PROVISIONS OF THIS SECTION ARE
A MATERIAL INDUCEMENT FOR THE LENDER ENTERING INTO THIS AMENDMENT.
IN WITNESS WHEREOF, this Amendment is executed effective as of
the date first hereinabove written.
SOUTHERN MINERAL CORPORATION
SMC PRODUCTION CO.
SPRUCE HILLS PRODUCTION COMPANY,
INC.
BEC ENERGY, INC.
By:
------------------------------
James H. Price
Vice President-Finance
COMPASS BANK
By:
------------------------------
Allison Hammer
Vice President
5
<PAGE> 1
EXHIBIT 11.1
COMPUTATION OF EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Quarter Ended Quarter Ended
June 30, 1997 June 30, 1996
------------------- -------------------
Fully Fully
Primary Diluted Primary Diluted
------------------- ------------------
<S> <C> <C> <C> <C>
Net Earning (loss) $ 551 $ 551 $ 620 $ 620
=================== =================
Weighted average number of common
shares outstanding 9,014 9,014 6,465 6,465
Excess of shares issuable upon exercise of stock
options over shares deemed retired under the
"treasury stock" method 1,027 1,065 639 769
------------------- -----------------
Weighted average number of common
and dilutive common equivalent shares
outstanding 10,041 10,079 7,104 7,234
=================== =================
Earnings (loss) per common and common
equivalent share $ 0.05 $ 0.05 $ 0.09 $ 0.09
=================== =================
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM QUARTERLY
REPORT ON FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 168
<SECURITIES> 0
<RECEIVABLES> 3,679
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,847
<PP&E> 43,901
<DEPRECIATION> (6,662)
<TOTAL-ASSETS> 43,702
<CURRENT-LIABILITIES> 2,468
<BONDS> 0
0
0
<COMMON> 91
<OTHER-SE> 20,155
<TOTAL-LIABILITY-AND-EQUITY> 43,702
<SALES> 6,720
<TOTAL-REVENUES> 7,264
<CGS> 0
<TOTAL-COSTS> 1,611
<OTHER-EXPENSES> 2,909
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 239
<INCOME-PRETAX> 2,627
<INCOME-TAX> 965
<INCOME-CONTINUING> 1,662
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,662
<EPS-PRIMARY> .16
<EPS-DILUTED> .16
</TABLE>
