SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly period ended March 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition period _________________ to _________________
Commission File Number 0-22650
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PETROCORP INCORPORATED
(Exact name of registrant as specified in its charter)
Texas 76-0380430
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
6733 South Yale 74136
Tulsa, Oklahoma (Zip Code)
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (918) 491-4500
Not Applicable
(Former Name, Former Address and Former Fiscal Year, if changed since last
report)
Indicate by check mark whether the registrant (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 registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the Registrant's classes of
stock, as of April 30, 2001:
Common Stock, $.01 per value 8,721,819
(Title of Class) (Number of Shares Outstanding)
PETROCORP INCORPORATED
INDEX
PAGE NO.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets at March 31, 2001 and December 31, 2000 1
Consolidated Statements of Operations for the three months ended March 31, 2001 and 2000 2
Consolidated Statements of Cash Flows for the three months ended March 31, 2001 and 2000 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures about Market Risk 11
PART II. OTHER INFORMATION 11
SIGNATURES 12
Certain matters discussed in this report, excluding historical information,
include forward-looking statements - statements that discuss the Company's
expected future results based on current and pending business operations. The
Company is making these forward-looking statements in reliance on the safe
harbor protections provided under the PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995.
Forward-looking statements can be identified by words such as "anticipates,"
"believes," "expects," "planned," "scheduled" or similar expressions. Although
the Company believes these forward-looking statements are based on reasonable
assumptions, statements made regarding future results are subject to numerous
assumptions, uncertainties and risks that may cause future results to be
materially different from the results stated or implied in this document.
Important risk factors (but not necessarily all important factors) that could
cause actual results to differ materially from those expressed in any forward-
looking statement made by, or on behalf of, the Company would include, but in no
way be limited by, the Company's ability to obtain agreements with co-venturers,
partners and governments; its ability to engage drilling, construction and other
contractors; its ability to obtain economical and timely financing; geological,
land, sea or weather conditions; world prices for oil, natural gas and natural
gas liquids; adequate and reliable transportation systems; and foreign and
United States laws, including tax laws. Additional information about issues
that could lead to material changes in performance is contained in the Company's
Form 10-K.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PETROCORP INCORPORATED
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
(Unaudited)
MARCH 31, DECEMBER 31,
2001 2000
--------- ------------
ASSETS
Current assets:
Cash and cash equivalents $ 28,642 $ 21,946
Accounts receivable, net 10,253 13,332
Other current assets 581 609
-------- --------
Total current assets 39,476 35,887
-------- --------
Property, plant and equipment:
Oil and gas properties, at cost, full cost method, net
of accumulated depreciation, depletion and amortization 66,183 68,432
Plant and related facilities, net 2,157 2,451
Other, net - 53
-------- --------
68,340 70,936
-------- --------
Investment in Southern Mineral Corporation (see Note 8) 3,410 -
Deferred income taxes 8,310 10,254
Other assets, net 205 242
-------- --------
Total assets $119,741 $117,319
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 21,968 $ 17,732
Accrued liabilities 1,749 2,488
Income tax payable 1,655 5,444
Current portion of long-term debt 1,135 1,194
-------- --------
Total current liabilities 26,507 26,858
-------- --------
Long-term debt 28,196 29,992
-------- --------
Deferred income taxes 6,028 6,192
-------- --------
Shareholders' equity:
Preferred stock, $0.01 par value, 1,000,000 shares authorized,
none issued
Common stock, $0.01 par value, 25,000,000 shares authorized,
8,721,819 and 8,703,719 shares outstanding as of
March 31, 2001 and December 31, 2000, respectively 87 87
Additional paid-in capital 71,871 71,614
Accumulated deficit (5,506) (11,712)
Accumulated other comprehensive loss (7,442) (5,712)
-------- --------
Total shareholders' equity 59,010 54,277
-------- --------
Total liabilities and shareholders' equity $119,741 $117,319
======== ========
The accompanying notes are an integral part of these financial statements.
1
PETROCORP INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share amounts)
(Unaudited)
For the three months
ended March 31,
---------------------
2001 2000
---------------------
REVENUES:
Oil and gas $13,225 $ 7,145
Plant processing 433 472
Other 111 125
------- -------
13,769 7,742
------- -------
EXPENSES:
Production costs 1,574 1,666
Depreciation, depletion and amortization 2,234 2,185
General and administrative 479 384
Other operating expenses 36 113
------- -------
4,323 4,348
------- -------
INCOME FROM OPERATIONS 9,446 3,394
------- -------
OTHER INCOME (EXPENSES):
Investment income 38 193
Interest expense (219) (1,026)
Other income (expenses) 1,278 -
------- -------
1,097 (833)
------- -------
INCOME BEFORE INCOME TAXES 10,543 2,561
------- -------
Income tax provision:
Current 2,250 -
Deferred 2,087 1,051
------- -------
4,337 1,051
------- -------
NET INCOME $ 6,206 $ 1,510
======= =======
Net income per common share - basic $0.71 $0.17
======= =======
Net income per common share - diluted $0.70 $0.17
======= =======
Weighted average number of common shares - basic 8,714 8,683
======= =======
Weighted average number of common shares - diluted 8,879 8,707
======= =======
The accompanying notes are an integral part of these financial statements.
2
PETROCORP INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
For the three months
ended March 31,
---------------------
2001 2000
---------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 6,206 $ 1,510
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, depletion and amortization 2,234 2,185
Deferred income tax expense 2,087 1,051
Other 142 5
Changes in operating assets and liabilities:
Accounts receivable 3,079 (513)
Other current assets 28 33
Accounts payable 4,236 (740)
Accrued liabilities (334) (1,245)
Income tax payable (3,624) -
-------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES 14,054 2,286
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to oil and gas properties (1,707) (1,900)
Additions to plant and related facilities (113) (101)
Investment in Southern Mineral Corporation (3,410) -
-------- -------
NET CASH USED IN INVESTING ACTIVITIES (5,230) (2,001)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt 34,873 58
Repayment of long-term debt (36,602) (256)
Other 115 -
-------- -------
NET CASH USED IN FINANCING ACTIVITIES (1,614) (198)
-------- -------
Effect of exchange rate changes on cash (514) (2)
-------- -------
Net increase (decrease) in cash and cash equivalents 6,696 85
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 21,946 12,899
-------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 28,642 $12,984
======== =======
The accompanying notes are an integral part of these financial statements.
3
PETROCORP INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION:
The unaudited consolidated financial statements of PetroCorp Incorporated (the
"Company" or "PetroCorp") have been prepared in accordance with generally
accepted accounting principles for interim financial information and with
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments, consisting of normal and recurring
adjustments necessary for a fair presentation, have been included. For further
information, refer to the consolidated financial statements and footnotes
thereto for the year ended December 31, 2000, included in the Company's 2000
Annual Report on Form 10-K pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. Interim period results are not necessarily indicative of
results of operations or cash flows for a full-year period.
NOTE 2 - RESTRUCTURING:
As part of a restructuring plan, on August 3, 1999, PetroCorp's Board of
Directors entered into a Management Agreement with its largest shareholder,
Kaiser-Francis Oil Company ("Kaiser-Francis"), under which Kaiser-Francis
provides management, technical, and administrative support services for all
PetroCorp operations in the United States and Canada.
As a result of the restructuring, fifty-two employees were terminated in 1999
with one employee terminated in 2000. Several employees elected to defer
receipt of their termination benefits until 2000. The Houston, Oklahoma City
and Calgary offices were closed but the Company was still liable under the lease
agreements. In the second quarter of 2000, the Company was able to find a
replacement lessee for some of the idle office space earlier than anticipated.
The following table shows the change in accrued restructuring costs:
Expenditures
Balance at charged Changes Balance at
December 31, against in March 31,
2000 accrual estimates 2001
--------------------------------------------------------
Office lease discontinuance and other $70,000 $22,000 - $48,000
related costs ======= ======= ======= =======
4
NOTE 3 - COMPREHENSIVE INCOME:
The Company follows SFAS No. 130, "Reporting Comprehensive Income." This
Statement establishes requirements for reporting comprehensive income and its
components which includes the Company's foreign currency translation adjustment.
The Company's comprehensive income for the three months ended March 31, 2001
and 2000 is as follows (in thousands):
For the three
months ended
March 31,
------------------
2001 2000
------- ------
Net income $ 6,206 $1,510
Foreign currency translation gain (loss) (1,730) (114)
------- ------
Comprehensive income $ 4,476 $1,396
======= ======
NOTE 4 - EARNINGS PER SHARE:
The following is a reconciliation of the numerators and denominators of the
basic and diluted per share computations for the periods presented (in
thousands, except share amounts):
Three months ended March 31,
----------------------------
Per
Net Share
Income Shares Amount
------ ------ ------
2001
Basic EPS:
Net income $6,206 8,714 $ 0.71
Effect of dilutive securities:
Options - 165 (0.01)
------ ----- ------
Diluted EPS:
Net income $6,206 8,879 $ 0.70
====== ===== ======
2000
Basic EPS:
Net income $1,510 8,683 $ 0.17
Effect of dilutive securities:
Options - 24 -
------ ----- ------
Diluted EPS:
Net income $1,510 8,707 $ 0.17
====== ===== ======
The net income per share amounts do not include the effect of potentially
dilutive securities of 364,000 and 561,000 for the three months ended March 31,
2001 and 2000, respectively, as the impact of these outstanding options was
antidilutive.
5
NOTE 5 - HEDGING ACTIVITIES:
On June 15, 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS 133, as amended, requires that all
derivative instruments be recorded on the balance sheet at their fair value.
Changes in the fair value of derivatives will be recorded each period in current
earnings or other comprehensive income (only certain types of hedge transactions
are reported as a component of other comprehensive income). Additionally, for
all hedge transactions the nature and type of hedge will be disclosed. The
Company adopted SFAS 133 in January 2001.
To reduce the impact of fluctuations in the market prices of oil and natural
gas, the Company periodically utilized hedging strategies such as futures
transactions or swaps to hedge the price of a portion of its future oil and
natural gas production. Results of these hedging transactions are reflected in
oil and natural gas sales in the month of hedged production.
No hedge transactions were in place during the first quarter of 2001.
Although hedge transactions were in place at March 31, 2000, they pertained to
oil production from April 2000 through December 2000. Oil and gas revenue
includes no adjustment for settled hedging transactions for the first quarters
of 2000 and 2001.
NOTE 6 - PROPERTY, PLANT AND EQUIPMENT:
Investments in property, plant and equipment were as follows at March 31, 2001
and December 31, 2000 (amounts in thousands):
2001 2000
---- ----
Oil and gas properties $ 227,640 $ 228,845
Plant and related facilities 9,591 9,969
Gas gathering facilities 1,698 1,698
Furniture, fixtures and equipment - -
--------- ---------
238,929 240,512
Less - accumulated depreciation, depletion
and amortization (170,589) (169,576)
--------- ---------
$ 68,340 $ 70,936
========= =========
NOTE 7 - LONG-TERM DEBT:
In July 2000, the Company entered into a $75 million revolving credit
agreement with the Toronto-Dominion Bank (TD Bank), the agent, and the Bank of
Nova Scotia. The term of the facility is through April 30, 2003 and the initial
borrowing base was set at $58 million. Borrowings can be funded by either
Eurodollar loans or Base Rate loans. The interest rate on the borrowings is
equal to an interest rate spread plus either the Eurodollar rate or the Base
Rate. The interest spread is determined from a sliding scale based on the
Company's borrowing base percentage utilization in effect from time to time.
The spread ranges from 1.25 to 2.25 on Eurodollar loans and .25 to 1.25 on Base
Rate loans. At March 31, 2001, the weighted average interest rate under this
facility was approximately 6.7%.
The $75 million revolving credit agreement prohibits the declaration and
payment of dividends on the common stock of the Company. Also, the debt
agreement requires the Company to maintain a minimum current ratio, a minimum
tangible net worth, and a minimum interest coverage ratio.
NOTE 8 - INVESTMENT IN SOUTHERN MINERAL CORPORATION:
On December 22, 2000, the Company and Southern Mineral Corporation (Southern
Mineral) announced they have executed a definitive agreement regarding Southern
Mineral's merger into PetroCorp. In the merger, expected to close in the second
quarter of 2001, shareholders of Southern Mineral will receive consideration of
$4.71 per share
6
in cash or, if the shareholder timely elects, in PetroCorp common stock based on
an exchange ratio of .471, subject to possible proration as a result of
oversubscription for PetroCorp stock. The merger will be accounted for under the
purchase method of accounting.
Subsequent to the signing of the merger agreement, PetroCorp purchased shares
of Southern Mineral common stock via open-market and negotiated transactions.
As of March 31, 2001, PetroCorp had acquired 781,336 shares of Southern Mineral
stock at an average price of $4.36 per share. As a result, PetroCorp currently
owns approximately 6% of the outstanding shares of Southern Mineral stock.
NOTE 9 - GEOGRAPHIC AREA INFORMATION:
The principal business of the Company is oil and gas, which consists of the
exploration, development, acquisition, exploitation and operation of oil and gas
properties and the production and sale of crude oil and natural gas in North
America. Pertinent information with respect to the Company's oil and gas
business is presented in the following table (in thousands):
UNITED GENERAL
STATES CANADA CORPORATE TOTAL
---------------------------------------------
Three months ended March 31, 2001:
Revenues $ 6,594 $ 7,175 $ - $13,769
Income (loss) from operations 4,345 5,580 (479) 9,446
Long-lived assets at March 31 45,288 34,812 165 80,265
Three months ended March 31, 2000:
Revenues $ 4,600 $ 3,142 $ - $ 7,742
Income (loss) from operations 2,100 1,677 (383) 3,394
Long-lived assets at March 31 50,356 37,467 96 87,919
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
GENERAL
The Company's principal line of business is the production and sale of its oil
and natural gas reserves located in North America. Results of operations are
dependent upon the quantity of production and the price obtained for such
production. Prices received by the Company for the sale of its oil and natural
gas have fluctuated significantly from period to period. Such fluctuations
affect the Company's ability to maintain or increase its production from
existing oil and gas properties and to explore, develop or acquire new
properties.
The following table reflects certain operating data for the periods presented:
For the
three months
ended March 31,
---------------
2001 2000
------ ------
PRODUCTION:
United States
Oil (MBbls) 66 82
Gas (MMcf) 755 937
Total gas equivalents (MMcfe) 1,151 1,429
Canada:
Oil (MBbls) 28 31
Gas (MMcf) 1,150 990
Total gas equivalents (MMcfe) 1,318 1,176
Total:
Oil (MBbls) 94 113
Gas (MMcf) 1,905 1,927
Total gas equivalents (MMcfe) 2,469 2,605
AVERAGE SALES PRICES:
United States:
Oil (per Bbl) $27.31 $27.51
Gas (per Mcf) 6.27 2.47
Canada:
Oil (per Bbl) 25.59 26.56
Gas (per Mcf) 5.19 1.77
Weighted average:
Oil (per Bbl) 26.80 27.25
Gas (per Mcf) 5.62 2.11
SELECTED DATA PER MCFE:
Average sales price $ 5.36 $ 2.74
Production costs 0.64 0.64
General and administrative expenses 0.19 0.15
Oil and gas depreciation, depletion and amortization 0.76 0.70
8
RESULTS OF OPERATIONS
Three Months Ended March 31, 2001 Compared to Three Months Ended March 31,
2000
Overview. The Company recorded first quarter 2001 net income of $6,206,000,
or $0.71 per share. This compares to net income of $1,510,000 or $0.17 per share
recorded in the first quarter of 2000. This improvement results primarily from
higher oil and gas prices. Net cash provided by operating activities was $14.1
million for the quarter ended March 31, 2001 compared to net cash provided of
$2.3 million for the corresponding quarter of 2000.
Revenues. Total revenues increased 79% to $13.8 million in the first
quarter of 2001 compared to $7.7 million in the first quarter of 2000, primarily
due to commodity price increases. The Company's natural gas production decreased
1% to 1,905 MMcf from 1,927 MMcf and oil production declined 17% to 94 MBbls
from 113 MBbls, resulting in the Company's overall equivalent production
decreasing 5% to 2,469 MMcfe from 2,605 MMcfe. The decrease in oil and gas
production reflects normal production declines partially offset by new wells
coming on line in the Shaw/Basing area in Canada.
The Company's composite average oil price decreased 2% to $26.80 per barrel
in the first quarter of 2001 from $27.25 per barrel in the first quarter of
2000. The Company's average U.S. natural gas price increased 154% to $6.27 per
Mcf in the first quarter of 2001 from $2.47 per Mcf in the prior year quarter,
while the average Canadian natural gas price increased 193% to $5.19 per Mcf in
the first quarter of 2001 from $1.77 per Mcf for 2000. The significant increase
in prices, partially offset by the decline in production volumes, resulted in an
85% increase in oil and gas revenues to $13.2 million in the first quarter of
2001 from $7.1 million in the prior year.
Production Costs. Production costs decreased 6% to $1.6 million in the
first quarter of 2001 as a result of fewer workover operations for repairs and
production enhancement. Production costs per Mcfe remained unchanged at $0.64
per Mcfe in the first quarter of 2001.
Depreciation, Depletion & Amortization (DD&A). Total DD&A increased 2% to
$2.2 million in the first quarter of 2001. The composite oil and gas DD&A rate
increased 9% to $0.76 per Mcfe from $0.70 per Mcfe. This reflects the impact of
previously unevaluated properties evaluated in late 2000 and moved to the full
cost pool.
General and Administrative Expenses. General and administrative expenses
increased 25% to $479,000 in the first quarter of 2001 from $384,000 in the
first quarter of 2000 due to $142,000 of stock options expense, which is a non-
cash expense, recorded in 2001.
Investment Income. Investment income decreased 80% to $38,000 in the first
quarter of 2001 from $193,000 in the first quarter of 2000 due to excess cash
being used to pay down debt.
Interest Expense. Interest expense decreased 79% to $219,000 in the first
quarter of 2001 from $1,026,000 in the prior year quarter, reflecting the
reductions in outstanding debt, as described in the Liquidity and Capital
Resources section.
Other Income. The Company recorded a $1.3 million realized translation gain
for the short-term investment of Canadian assets in US dollar denominated
accounts during the first quarter of 2001.
Income Taxes. The Company recorded a $4,337,000 income tax expense with an
effective tax rate of 41% on a pre-tax income of $10,543,000 in the first
quarter of 2001. This compares to an income tax expense of $1,051,000 with an
effective tax rate of 41% on pre-tax income of $2.6 million in the first quarter
of 2000.
9
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2001, the Company had working capital of $13.0 million as
compared to $9.0 million at December 31, 2000. Net cash provided by operating
activities was $14.1 million for the three months ended March 31, 2001 compared
to $2.3 million for the corresponding three months of 2000.
The Company's total capital expenditures were $1.8 million and $2.0 million
for the three months ended March 31, 2001 and 2000, respectively, primarily
related to exploration and development.
No sales of oil and gas properties occurred in the first three months of
either 2001 or 2000.
In July 2000, the Company entered into a $75 million revolving credit
agreement with the Toronto-Dominion Bank (TD Bank), the agent, and the Bank of
Nova Scotia. The term of the facility is through April 30, 2003 and the initial
borrowing base was set at $58 million. Borrowings can be funded by either
Eurodollar loans or Base Rate loans. The interest rate on the borrowings is
equal to an interest rate spread plus either the Eurodollar rate or the Base
Rate. The interest spread is determined from a sliding scale based on the
Company's borrowing base percentage utilization in effect from time to time.
The spread ranges from 1.25 to 2.25 on Eurodollar loans and .25 to 1.25 on Base
Rate loans. At March 31, 2001, the Company had a total of $27 million
outstanding under the revolver and $31 million available based on the current
borrowing base, as defined, subject to certain limitations. During the first
quarter of 2001, the average interest rate under this facility was approximately
8.1%.
The Company has historically funded its capital expenditures and working
capital requirements with its cash flow from operations, debt and equity capital
and participation by institutional investors. If the Company increases its
capital expenditure level in the future or operating cash flow is not as
expected, capital expenditures may require additional funding, obtained through
borrowings from commercial banks and other institutional sources or by public or
private offerings of equity or debt securities.
Possible Merger with Southern Mineral
As indicated in Note 8 to the financial statements, PetroCorp has entered
into an agreement to merge with Southern Mineral Corporation. Funds needed to
complete this transaction will be provided by cash on hand and borrowings under
existing lines of credit.
Subsequent to the signing of the merger agreement, PetroCorp purchased
shares of Southern Mineral common stock via open-market and negotiated
transactions. As of March 31, 2001, PetroCorp has acquired 781,336 shares of
Southern Mineral stock at an average price of $4.36 per share. As a result,
PetroCorp currently owns approximately 6% of the outstanding shares of Southern
Mineral stock.
10
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's primary sources of market risk are from fluctuations in
commodity prices, interest rates and exchange rates.
Commodity Price Risk
The Company produces and sells natural gas, crude oil, condensate, natural gas
liquids and sulfur. As a result, the Company's financial results can be
significantly affected as these commodity prices fluctuate widely in response to
changing market forces. The Company has previously utilized hedging
transactions to manage its exposure to price fluctuations on its sales of oil
and natural gas.
No hedge transactions were in place during the first quarter of 2001.
Although hedge transactions were in place at March 31, 2000, they pertained to
oil production from April 2000 through December 2000. Oil and gas revenue
includes no adjustment for settled hedging transactions for the first quarters
of 2000 and 2001.
PART II. OTHER INFORMATION
Item 1 - Legal Proceedings
Not Applicable
Item 2 - Changes in Securities
Not Applicable
Item 3 - Defaults upon Senior Securities
Not Applicable
Item 4 - Submission of Matters to Vote of Security Holders
(A) May 8, 2001 special meeting of shareholders.
(1) Approval of merger agreement with Southern Mineral Corporation
Number of Votes
---------------------------------------------------------------------
Abstentions and
For Against Broker Non-Votes
--------------------- --------------------- ------------------------
6,216,919 10 600
Item 5 - Other Information
Not Applicable
Item 6 -
(a) Exhibits
Not Applicable
(b) Reports on Form 8-K
Not Applicable
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned duly authorized officer.
PETROCORP INCORPORATED
----------------------
(Registrant)
Date: May 9, 2001 /s/ STEVEN R. BERLIN
-----------------------
Steven R. Berlin
Chief Financial Officer and Secretary
(On behalf of the Registrant and as the
Principal Financial Officer)
12