FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1996 Commission File No. 0-9392 CLX ENERGY, INC. (Exact name of registrant as specified in its charter) CO 84-0749623 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1776 Lincoln Street, Suite 806, Denver, CO 80203 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (303) 894-0763 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 for 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 issuer's class of common stock, as of the latest practicable date. 3,220,821 shares of Common Stock, $.01 par value at May 2, 1996 CLX ENERGY, INC. March 31, 1996 INDEX Form 10-Q Part I. - Financial Information Balance Sheets - March 31, 1996 and September 30, 1995 Statements of Operations for the six months and three months ended March 31, 1996 and 1995 Statements of Cash Flows for the six months ended March 31, 1996 and 1995 Notes to Unaudited Financial Statements Management's Discussion and Analysis of Financial Condition and Results of Operations Part II. - Other Information Signatures CLX ENERGY, INC. BALANCE SHEETS March 31, 1996 and September 30, 1995 (Unaudited) March 31, September 30, ASSETS: 1996 1995 Current assets: Cash 20,488 6,719 Accounts Receivable: Trade 18,994 2,334 Oil and gas sales 11,724 7,178 Deposits and prepaid expenses 197 720 ------- ------- Total current assets 51,403 16,951 ------- ------- Property and equipment, at cost: Oil and gas properties (successful effort method): Proved 330,049 330,049 Unproved 6,978 20,463 Office equipment 4,763 4,763 ------- ------- 341,790 355,275 Less accumulated depreciation and depletion (150,107) (132,806) ------- ------- 191,683 222,469 ------- ------- Total assets 243,086 239,420 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable 14,843 11,598 Note payable-bank 62,000 53,375 Current portion on long-term debt 12,474 16,680 Due joint interest owners 8,355 8,355 Accrued expenses 423 392 ------- ------- Total current liabilities 98,095 90,400 Long-term debt, less current portion 4,134 ------- ------- Total liabilites 98,095 94,534 ------- ------- Stockholders' equity: Preferred stock, $.01 par value, 2,000,000 shares authorized, 600,000 shares designated Series A $.06 cumulative convertible: 134,000 shares issued and outstanding (aggregate involuntary liquidation preference of $134,000 plus unpaid dividends) 1,340 1,340 Common stock, $.01 par value, 50,000,000 shares authorized, 3,220,821 shares issued and outstanding 32,208 32,208 Additional paid-in capital 424,750 424,750 Accumulative deficit (313,307) (313,412) ------- ------- Net stockholders' equity 144,991 144,886 ------- ------- Total Liabilities and Equities 243,086 239,420 ======= ======= <FN> The accompanying notes are an integral part of these financial statements. CLX ENERGY, INC. STATEMENTS OF OPERATIONS (Unaudited) Six Months Ended Three Months Ended March 31, March 31, 1996 1995 1996 1995 Revenues: Oil and gas sales 49,010 53,874 26,561 20,873 Management fees 17,726 17,760 13,486 1,380 ------- ------- ------- ------- Total revenue 66,736 71,634 40,047 22,253 Operating costs and expenses: Lease operating and production taxes 15,550 16,490 8,117 8,276 Lease rentals and abandonments 1,424 1,442 ( 221) 1,442 Depreciation and depletion 17,301 26,136 6,797 9,738 General and administrative 70,135 81,368 24,882 31,609 ------- ------- ------- ------- Total operating costs and expenses 104,410 125,436 39,575 51,065 ------- ------- ------- ------- Operating income (loss) ( 37,674) ( 53,802) 472 ( 28,812) ------- ------- ------- ------- Other income (expenses): Gain on sale of assets 42,087 5,000 18,530 - Interest income - 561 - 483 Interest expense ( 4,308) ( 3,414) ( 2,091) ( 1,795) ------- ------- ------- ------- Total other income (expenses) 37,779 2,147 16,439 ( 1,312) ------- ------- ------- ------- Net income (loss) 105 ( 51,655) 16,911 ( 30,124) ======= ======= ======= ======= Weighted average number of common shares outstanding 3,220,821 3,220,821 3,220,821 3,220,821 ========= ========= ========= ========= Net income (loss) per common share .00 ( .02) .01 ( .01) <FN> The accompanying notes are an integral part of these financial statements. CLX ENERGY, INC. STATEMENTS OF CASH FLOWS Six Months Ended March 31, 1996 and 1995 (Unaudited) 1996 1995 Cash flows from operating activities: Net income (loss) 105 ( 51,655) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and depletion 17,301 26,136 Abandoned properties 520 Gain on sale of assets ( 42,087) ( 5,000) (Increase) in accounts receivable ( 21,206) ( 2,883) (Increase) decrease in prepaid expenses 523 ( 538) Increase in accounts payable 3,245 23,799 Increase in accrued expenses and other 31 124 ------- ------- Net cash provided by (used in) operating activities ( 41,568) ( 10,017) ------- ------- Cash flows from investing activities: Proceeds from sale of property and equipment 68,575 5,000 Purchase of property and equipment ( 13,523) ( 25,478) ------- ------- Net cash provided by (used in) investing activities 55,052 ( 20,478) ------- ------- Cash flows from financing activities: New short-term borrowings 14,000 20,000 Payments on short-term borrowings ( 5,375) - Payments on long-term borrowings ( 8,340) ( 8,340) ------- ------- Net cash provided by (used in) financing activities 285 11,660 ------- ------- Net increase (decrease) in cash 13,769 ( 18,835) Cash, beginning of period 6,719 20,197 ------- ------- Cash, end of period 20,488 1,362 ======= ======= Supplemental disclosures of cash flow information - cash paid during period for interest 4,277 3,290 ======= ======= <FN> The accompanying notes are an integral part of these financial statements. CLX ENERGY, INC. NOTES TO UNAUDITED FINANCIAL STATEMENTS March 31, 1996 Note A - Basis of Presentation The balance sheet as of March 31, 1996, the statements of operations for the six months and three months ended March 31, 1996 and 1995 and the statements of cash flows for the six months ended March 31, 1996 and 1995 have been prepared by the Company, without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 1996 and for all periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principals have been condensed or omitted as permitted by the rules and regulations of the Securities and Exchange Commission. While the Company believes that the disclosures are adequate to make the information presented not misleading, it is suggested that these financial statements be read in conjunction with the September 30, 1995 financial statements of CLX Energy, Inc., the notes thereto and the Independent Auditors' Report thereon. Note B - Net income (loss) per common share Net income (loss) per common share is computed on the basis of the weighted average number of common and common equivalent shares outstanding during the period. Common stock equivalents, consisting of options, have not been considered in the computation because they would have been antidilutive. Note C - Preferred stock Each share of the Company's outstanding Series A preferred stock was convertible into one share of common stock until the conversion privilege expired in a prior year (April 30, 1983.) Except in certain specified circumstances, the Series A preferred stock is nonvoting. The Series A shares are redeemable at the option of the Company at $1.50 per share, plus any accrued and unpaid dividends. The Series A preferred stock has an involuntary liquidation preference of $1 per share plus accrued and unpaid dividends. Dividends on preferred stock of $.06 per share, $8,040, were not declared in 1984 through 1995 for a total of $96,480 and are in arrears at March 31, 1996. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Analysis of Financial Condition During the six months ended March 31, 1996, the Company purchased unproved oil and gas properties at a cost of approximately $13,500. During the same period, the Company sold part of its interest in certain unproved oil and gas prospects for $68,575. The Company received $17,726 for management fees in connection with acting as contract operator for certain wells drilled in early 1996. The seismic program that the Company was receiving $5,000 in management fees per month in 1994 terminated at the end of December, 1994. Capital Resources and Liquidity At March 31, 1996 the Company had negative working capital of $46,692. Revenues from existing oil and gas production and management fees from operating a drilling program will not be adequate to cover the normal operating expenses of the Company without a reduction of general and administrative expenses. In addition, the Company may be required to continue to sell some of its oil and gas properties or raise additional capital from other sources to participate in any drilling activities. The Company continues to attempt to acquire producing properties for stock or in leveraged transactions to increase its monthly revenues. Analysis of Results of Operations Oil and gas sales decreased for the six months ended March 31, 1996 as a result of declines in production and the sale of an interest in a producing oil property. The sales decreases for the six months were offset by sales from a new gas well that was completed in late February of 1995. Oil and gas sales for the three months ended March 31, 1996 increased over the three months ended March 1995 primarily due to the new gas well completed in late February of 1995. Management fees increased for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995 due to management fees received for acting as contract operator on certain wells drilled in early 1996. Lease operating expenses and production taxes decreased primarily due to the sale of an interest in a producing property with high operating costs. Depreciation and depletion decreased primarily as a result of declining production on most of the oil and gas properties and a lower cost basis of producing properties as a result of an impairment provision at September 30, 1995. General and administrative expenses decreased primarily due to a general decrease in activity. During the six months ended March 31, 1996 the Company sold part of its interests in three unproved oil and gas prospects that resulted in gains of approximately $42,000. In prior year, the Company sold part of its interest in an unproved oil and gas prospect that resulted in a gain of $5,000. Interest expense increased as a result of additional short-term borrowings. PART II - OTHER INFORMATION Item 1. Legal Proceedings. None Item 2. Changes in Securities. None Item 3. Defaults Upon Senior Securities. None Item 4. Submission of Matters to a Vote of Security Holders. None Item 5. Other Information. None Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits Exhibit 27. Financial Data Schedule (b) Reports on Form 8-K. None 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 thereunto duly authorized. CLX ENERGY, INC. /s/ E. J. Henderson By: E. J. Henderson President and Chief Financial Officer Dated: May 2, 1996