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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 MARCH 31, 1998
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.)
1201 LOUISIANA, SUITE 3350 77002-5686
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 [ ] No [X]
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practical date: As of May 13, 1998, there
were 12,494,100 shares of the Issuer's common stock outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
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<PAGE>
SOUTHERN MINERAL CORPORATION
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED FINANCIAL STATEMENTS:
Condensed Consolidated Balance Sheet as of March 31, 1998 and December
31,1997................................................................3
Condensed Consolidated Statement of Operations for the
three months ended March 31, 1998 and 1997........................4
Condensed Consolidated Statement of Cash Flows for the
three months ended March 31, 1998 and 1997........................5
Notes to Condensed 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........................................9
PART II. OTHER INFORMATION..................................................11
Item 6. Exhibits and Reports on Form 8-K...................................11
Page 2
<PAGE>
SOUTHERN MINERAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(thousands omitted)
MARCH 31, DECEMBER 31,
1998 1997
---------- ------------
ASSETS (Unaudited)
CURRENT ASSETS
Cash ............................................... $ 679 $ 10,011
Receivables and other .............................. 4,328 3,444
-------- --------
Total current assets .......................... 5,007 13,455
PROPERTY AND EQUIPMENT, AT COST USING SUCCESSFUL
EFFORTS METHOD FOR OIL AND GAS ACTIVITIES
Property and equipment.............................. 85,601 54,461
Accumulated depreciation, depletion and
amortization ..................................... (13,748) (12,168)
-------- --------
71,853 42,293
PROPERTIES HELD FOR SALE AND OTHER ................. 6,419 6,127
-------- --------
Total assets .................................. $ 83,279 $ 61,875
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities ........... $ 1,719 $ 2,749
Notes payable ...................................... -- 207
-------- --------
Total current liabilities ..................... 1,719 2,956
LONG-TERM DEBT ....................................... 49,200 41,400
DEFERRED INCOME TAXES ................................ 1,016 1,039
STOCKHOLDERS' EQUITY
Preferred stock, par value $.01 per share;
authorized 5,000,000 shares at March 31, 1998;
none issued .................................... -- --
Common stock, par value $.01 per share; authorized
50,000,000 shares at March 31, 1998; issued
12,494,100 and 9,133,033 shares at March 31, 1998
and December 31, 1997 ........................... 125 91
Additional paid-in capital ......................... 29,251 14,152
Retained earnings .................................. 2,221 2,516
Accumulative other comprehensive income ............ (201) (207)
-------- --------
31,396 16,532
Less: Treasury stock ............................... (52) (52)
-------- --------
Total stockholders' equity ...................... 31,344 16,480
-------- --------
Total liabilities and stockholders' equity .......... $ 83,279 $ 61,875
======== ========
The accompanying notes are an integral part of this statement.
Page 3
<PAGE>
SOUTHERN MINERAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(thousands omitted, except share and per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------
1998 1997
---------- --------
(Unaudited)
<S> <C> <C>
REVENUE
Oil and gas ................................................. $ 4,410 $ 3,832
Gain on sale ................................................ 4 185
---------- -----
4,414 4,017
EXPENSES
Production .................................................. 1,163 801
Exploration ................................................. 139 283
Depreciation, depletion and amortization .................... 1,610 691
Interest
General and administrative .................................. 1,060 622
3,972 2,397
---------- -----
Income from operations ........................................ 442 1,620
Other income, expenses and deductions
Interest and other income ................................... 92 14
Interest and debt expense ................................... (834) (65)
---------- -----
Income (loss) before income taxes ............................. (300) 1,569
Provision (benefit) for foreign, federal and state income taxes
Current provision ........................................... 25 481
Deferred benefit ............................................ (30) (23)
---------- -----
(5) 458
---------- -----
Net income (loss) ............................................. $ (295) $ 1,111
========== =====
Net income (loss) per share-basic ............................. ($ 0.03) $0.12
Net income (loss) per share-diluted ........................... ($ 0.03) $0.12
Weighted average shares outstanding-basic ..................... 11,485,889 9,095,232
Weighted average shares outstanding-diluted ................... 11,485,889 9,278,417
</TABLE>
The accompanying notes are an integral part of this statement.
Page 4
<PAGE>
SOUTHERN MINERAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(thousands omitted)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
1998 1997
--------- ---------
(Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income ................................................. $ (295) $ 1,111
Adjustments to net income ......................................... (176) 2,547
Net cash (used in) provided by operating activities ............... (471) 3,658
CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sales of properties 5 215
Acquisition of Amerac, net of cash received
Capital expenditures .............................................. (8,242) --
Net cash used in investing activities ............................. (8,136) (2,125)
-------- --------
(16,373) (1,910)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt ...................................... -- (1,900)
Payments of long-term debt ........................................ 7,800 --
Fees paid to facilitate equity offering ........................... -- (85)
Debenture offering costs .......................................... (12) --
Payments on note payable .......................................... (208) --
Loan acquisition costs ............................................ (68) --
Net cash provided by (used in) financing activities ............... 7,512 (1,985)
-------- --------
Net decrease in cash ................................................. (9,332) (237)
Cash at beginning of period .......................................... 10,011 471
Cash at end of period ................................................ $ 679 $ 234
======== ========
NON-CASH INVESTING AND FINANCING ACTIVITIES
Issuance of common stock in exchange ................................. $ 15,000 $ --
for Amerac common stock
Issuance of common stock for property acquisition .................... $ 50 $ --
Directors'fees and employee compensation for stock ................... $ 82 $ 35
Cash paid for interest ............................................... $ 1,412 $ 92
Cash paid for taxes .................................................. $ 27 $ 27
</TABLE>
The accompanying notes are an integral part of this statement.
Page 5
<PAGE>
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 the Securities and Exchange Commission on Form 10-KSB for the
year ended December 31, 1997. In the opinion of the Company, all adjustments,
consisting only of normal recurring adjustments, necessary to present fairly the
financial position as of March 31, 1998, and December 31, 1997, the results of
operations and cash flows for the three months ended March 31, 1998 and 1997
have been included.
USE OF ESTIMATES -The preparation of financial statements in conformity with
generally accepted accounting principles 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.
EARNINGS (LOSS) PER SHARE - Statements of Financial Accounting Standards No.
128, "Earnings per Share", specifies new measurement, presentation and
disclosure requirements for earnings per share and is required to be applied
retroactively upon initial adoption. The Company has adopted SFAS No. 128
effective with the release of December 31, 1997 earnings data, and accordingly,
has restated all previously reported earnings per share data. Basic earnings per
share is based on the weighted average shares outstanding without any dilutive
effects considered. Diluted earnings per share reflects dilution from all
potential common shares, including options and convertible debt. A
reconciliation of such earnings per share data is as follows (stated in
thousands except per share data):
Net income Per Share
QUARTER ENDED MARCH 31, 1998 (LOSS) SHARES AMOUNTS
------- -------- -------
Basic earnings per share ................ $ (295) 11,486 $ (.03)
Effect of dilutive warrants ............. -- --
Effect of dilutive stock options ........ -- --
------- -------- ------
Diluted earnings per share .............. (295) 11,638 $ (.03)
======= ======== ======
QUARTER ENDED MARCH 31, 1997
Basic earnings per share ................ $ 1,111 9,095 $ .12
Effect of dilutive warrants ............. -- 113 --
Effect of dilutive stock options ........ -- 7 --
------- -------- ------
Diluted earnings per share .............. $ 1,111 9,095 $ .12
======= ======== ======
Common stock equivalents with a weighted average of 183,000 are reflected in the
calculation of diluted earnings per share for the quarter ended March 31, 1997
Common stock equivalents with a weighted average of 152,000 common stock
equivalents are not considered in the 1998 calculation of diluted earnings per
share due to the net loss recorded during the quarter. No adjustment to net
income was made in calculating diluted per share for the quarter ended March 31,
1997
RECLASSIFICATIONS - Certain amounts in prior financial statements have been
reclassified to conform to the 1998financial statement presentation.
Page 6
<PAGE>
NOTE 2 - ADOPTION OF ACCOUNTING STANDARDS
Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 130, "Reporting Comprehensive Income," which establishes
standards for reporting and display of comprehensive income and its components
in a full set of financial statements. Comprehensive income includes all changes
in a company's equity, including, among other things, foreign currency
translation adjustments and unrealized gains (losses) on marketable securities
classified as available-for-sale. The Company's total comprehensive income
(loss) for the three months ended March 31, 1998 and 1997 were as follows (in
thousands):
Three months ended
MARCH 31,
-------------------
1998 1997
------ ------
Net income (loss) .................................... $(295) $1,111
Foreign currency translation adjustment .............. 26 --
------ ------
Total comprehensive income (loss) ................ (269) $1,111
====== ======
NOTE 3 - ACQUISITIONS
On January 28, 1998, the shareholders of both the Company and Amerac Energy
Corporation ("Amerac") approved the merger of Amerac into a subsidiary of
Southern Mineral Corporation. Pursuant to the merger agreement, the Company
issued 3,333,333 shares of its common stock to acquire the shares of Amerac
common stock and assumed the outstanding debt which was approximately
$8,700,000. The merger was effective on January 28, 1998, and was accounted for
as a purchase. The total purchase price was approximately $24,000,000.
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 working interests in fourteen oil and
gas wells located in the Big Escambia Creek Field, Escambia County, Alabama. The
Company financed the acquisition with a $10,600,000 advance under the Company's
credit facility with Compass Bank-Houston.The acquisition was accounted for as a
purchase. The Company has since acquired additional interest in the field in
three transactions totaling $6,300,000.
In addition, during 1997 the Company acquired other interests, including a 10%
interest in a concession in the Santa Elena Peninsula in Ecuador for
approximately $2,800,000, 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 Amerac and BEC had occurred on January 1, 1997, and assumes the
acquisition of Amerac had occurred on January 1, 1998.
THREE MONTHS ENDED MARCH 31,
(000's omitted, except per share data)
1998 1997
---- ----
Revenues $4,912 $7,559
Net (loss) income (382) 1,609
Net (loss) income per share-basic ( .03) .13
Net (loss) income per share-dilutive ( .03) .13
These pro forma results are not necessarily indicative of those that would have
occurred had the acquisitions taken place at the beginning of 1997 and 1998. The
above amounts reflect adjustments for interest on notes payable issued as part
of the purchase price and depletion on revalued property.
NOTE 4 - SUBSEQUENT EVENTS
On May 13, 1998, the Company and Neutrino Resources, Inc. entered into a
definitive agreement for the acquisition of Neutrino by the Company for cash
consideration of Cnd $1.80 per share. Total cash consideration is estimated to
be U. S. $40 million. In addition, the Company would be assuming Neutrino's bank
debt and working capital deficiency, which was approximately $15 million as of
March 31, 1998.
Page 7
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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 MARCH 31, 1998
AS COMPARED TO THE QUARTER ENDED MARCH 31, 1997
Oil and gas revenues for the quarter ended March 31,1998, are $4,410,000,
compared to oil and gas revenues for the same period in 1997 of $3,832,000. The
increase in revenues reflects higher production volumes of both natural gas and
crude oil, which are partially offset by lower commodity prices for both natural
gas and crude oil. Higher production volumes are primarily due to the
acquisition of Amerac Energy Corporation, acquired on January 28,1998, BEC
Energy, Inc., acquired on May 20, 1997, the acquisition of a working interest in
the A. Philyaw 8-1 #1 on April 7, 1997, and the acquisition on June 13, 1997 of
a 10% interest in the Santa Elena Concession located in the Santa Elena
Peninsula in Ecuador.
Natural gas production for the three months ended March 31, 1998 is 1,233 Mmcf,
a 38% increase as compared to production for the same period in 1997 of 893
Mmcf. The Company's crude oil production for the three months ended March 31,
1998 increased 104% to 99,638 barrels as compared to 48,958 barrels for the same
period in 1997.
The average natural gas price in 1998 decreased 32% to $1.95 per Mcf compared to
$2.88 per Mcf in 1997. Crude oil prices decreased 34% in 1998 to $14.47 per
barrel, compared to $21.76 per barrel in 1997.
Production costs, including production and ad valorem taxes, increased in 1998
to $1,163,000, up 45% from $801,000 in 1997, due partly to the above mentioned
acquisitions. On a cost per Mcfe basis, production costs for 1998 decreased to
$.58 per Mcfe, or 12% from $0.66 per Mcfe in 1997.
General and administrative expenses increased to $1,059,000 in 1998, up 70% from
$622,000 in 1997. On a cost per Mcfe basis, general and administrative expenses
increased only 4% to $0.53 per Mcfe from $0.51 Mcfe in 1997. The increase in
general and administrative expenses is due to $220,000 in accrued and paid
bonuses in 1998, compared to $99,800 paid in 1997, and due to the acquisition of
Amerac Energy Corporation.
Exploration, dry hole and lease impairment expenses decreased in the quarter
ended March 31, 1998 to $139,000, compared to $283,000 in the same period of
1997. The quarter ended March 31, 1998 was for seismic expense incurred in
Ecuador, compared to a dry hole drilled in Lavaca County, Texas in the same
period in 1997. Since the Company uses the successful efforts method of
accounting, exploration expenses may vary greatly from period to period based
upon the level of exploration activity during the year.
Depreciation, depletion and amortization ("DD&A") expense for 1998 increased to
$1,610,000, up 133% from $691,000 in 1997, 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 1998 to $.80 per Mcfe, up
40% from $0.57 per Mcfe in 1997.
Interest and debt expense in the quarter ended March 31, 1998 was $835,000,
compared to $65,000 in 1997. Interest expense increased as a result of an
increase in the outstanding bank debt and the issuance of $41,400,000 in
convertible subordinated debentures, which was used primarily to finance of the
above mentioned acquisitions.
Page 8
<PAGE>
Tax (benefit) expense in 1998 and 1997 was( $5,000) and $458,000, respectively,
with the decrease related to a loss in the 1998 period.
The Company reported a loss in the quarter ended March 31, 1998, of $295,000, or
$.03 per share, compared to earnings of $1,111,000, or $0.12 per share, in the
same period in 1997.
LIQUIDITY AND CAPITAL RESOURCES
FOR THE PERIOD ENDED MARCH 31, 1998
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 March 31, 1998, and 1997, was
$32,079,000 and $15,334,000, respectively.
The Company's cash flows provided by operating activities for the three months
ended March 31, 1998 and 1997 were ($471,000) and $3,658,000, respectively.
Additional cash of $5,000 and $215,000 was realized in the first three months of
1998 and 1997, respectively, from property sales of non-strategic assets.
Effective January 28, 1998, the Company amended its bank credit agreement
increasing its borrowing base to $40,000,000 from $34,000,000. As of March 31,
1998, the borrowing base under the credit facility is $39,200,000, with
outstanding borrowings thereunder of $7,800,000, leaving $31,400,000 available
to borrow.
The credit facility borrowing base reduces $400,000 per month commencing
February 1, 1998, 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 one and one-half percent to two
percent, depending upon the level of debt outstanding. On October 2, 1997, the
Company issued $41,400,000 of 6.875% convertible subordinated debentures due on
October 1, 2007. The debentures are convertible at any time prior to maturity,
at a conversion price of $8.26 per share. The proceeds of the offering were used
to retire bank debt under the Company's credit facility.
Capital spending in the first three months of 1998 totaled $31,428,000, and was
primarily funded from bank debt, issuance of common stock 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 the proceeds from the debenture
offering, and cash flows from operating activities, to fund its 1998 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
The Company's debt to total capitalization ratio is 61% at March 31, 1998, as
compared to 9% at March 31, 1997.
The Company did not declare dividends in the three months ended March 31, 1998,
fiscal 1997, 1996 or 1995. 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
<PAGE>
YEAR 2000 COMPLIANCE
The Company does not expect that the cost of converting its computer system to
year 2000 compliance will be material to its financial condition. The Company
believes that it will be able to achieve year 2000 compliance by end of 1999,
and it does not currently anticipate any disruption in its operations as the
result of any failure by the Company to be in compliance. The Company does not
currently have any information concerning the year 2000 compliance status of its
customers and vendors.
RECENT ACCOUNTING PRONOUNCEMENTS
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, and major customers. SFAS
131 is effective for periods beginning after December 15, 1997, but need not be
applied to interim financial statements in the initial year of application.
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.
Page 10
<PAGE>
PART II
OTHER INFORMATION
Items 1, 2, 3, 4, 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:
27.1 Financial Data Schedule
(B) REPORT ON FORM 8-K:
None
Page 11
<PAGE>
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: May 14, 1998 By /s/ JAMES H. PRICE
-----------------------------------
James H Price
Vice President-Finance
Page 12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 679
<SECURITIES> 0
<RECEIVABLES> 4,328
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,007
<PP&E> 85,601
<DEPRECIATION> (13,748)
<TOTAL-ASSETS> 83,279
<CURRENT-LIABILITIES> 1,719
<BONDS> 0
125
0
<COMMON> 0
<OTHER-SE> 31,219
<TOTAL-LIABILITY-AND-EQUITY> 83,279
<SALES> 4,410
<TOTAL-REVENUES> 4,414
<CGS> 0
<TOTAL-COSTS> 1,163
<OTHER-EXPENSES> 2,809
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 834
<INCOME-PRETAX> (300)
<INCOME-TAX> (5)
<INCOME-CONTINUING> (295)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (295)
<EPS-PRIMARY> (.03)
<EPS-DILUTED> (.03)
</TABLE>
