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 June 30, 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 July 23, 1996 CLX ENERGY, INC. June 30, 1996 INDEX Form 10-Q Part I. - Financial Information Balance Sheets - June 30, 1996 and September 30, 1995 Statements of Operations for the nine months and three months ended June 30, 1996 and 1995 Statements of Cash Flows for the nine months ended June 30, 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 June 30, 1996 and September 30, 1995 (Unaudited) June 30, September 30, ASSETS: 1996 1995 Current assets: Cash 11,112 6,719 Accounts Receivable: Trade 2,240 2,334 Oil and gas sales 13,623 7,178 Deposits and prepaid expenses 123 720 ------- ------- Total current assets 27,098 16,951 ------- ------- Property and equipment, at cost: Oil and gas properties (successful effort method): Proved 329,732 330,049 Unproved 7,438 20,463 Office equipment 4,763 4,763 ------- ------- 341,933 355,275 Less accumulated depreciation and depletion (156,240) (132,806) ------- ------- 185,693 222,469 ------- ------- Total assets 212,791 239,420 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable 6,875 11,598 Note payable-bank 57,000 53,375 Current portion on long-term debt 8,304 16,680 Due joint interest owners 8,355 8,355 Accrued expenses 358 392 ------- ------- Total current liabilities 80,892 90,400 Long-term debt, less current portion 4,134 ------- ------- Total liabilites 80,892 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 (326,399) (313,412) ------- ------- Net stockholders' equity 131,899 144,886 ------- ------- Total Liabilities and Equities 212,791 239,420 ======= ======= <FN> The accompanying notes are an integral part of these financial statements. CLX ENERGY, INC. STATEMENTS OF OPERATIONS (Unaudited) Nine Months Ended Three Months Ended June 30, June 30, 1996 1995 1996 1995 Revenues: Oil and gas sales 79,725 77,357 30,715 23,483 Management fees 17,726 17,760 - - ------- ------- ------- ------- Total revenue 97,451 95,117 30,715 23,483 Operating costs and expenses: Lease operating and production taxes 26,120 20,275 10,570 3,785 Lease rentals and abandonments 1,888 3,088 464 1,646 Depreciation and depletion 23,751 39,700 6,450 13,564 General and administrative 97,194 102,669 27,059 21,301 ------- ------- ------- ------- Total operating costs and expenses 148,953 165,732 44,543 40,296 ------- ------- ------- ------- Operating loss ( 51,502) ( 70,615) ( 13,828) ( 16,813) ------- ------- ------- ------- Other income (expenses): Gain on sale of assets 44,587 6,752 2,500 1,752 Interest income - 623 - 62 Interest expense ( 6,072) ( 5,642) ( 1,764) ( 2,228) ------- ------- ------- ------- Total other income (expenses) 38,515 1,733 736 ( 414) ------- ------- ------- ------- Net loss ( 12,987) ( 68,882) ( 13,092) ( 17,227) ======= ======= ======= ======= Weighted average number of common shares outstanding 3,220,821 3,220,821 3,220,821 3,220,821 ========= ========= ========= ========= Net loss per common share ( .01) ( .02) ( .01) ( .01) <FN> The accompanying notes are an integral part of these financial statements. CLX ENERGY, INC. STATEMENTS OF CASH FLOWS Nine Months Ended June 30, 1996 and 1995 (Unaudited) 1996 1995 Cash flows from operating activities: Net loss ( 12,987) ( 68,882) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and depletion 23,751 39,700 Abandoned properties 520 Gain on sale of assets ( 44,587) ( 6,752) (Increase) decrease in accounts receivable ( 6,351) 4,046 Decrease in prepaid expenses 597 225 Increase (decrease) in accounts payable ( 4,723) ( 2,121) Increase (decrease) in accrued expenses and other ( 34) 111 ------- ------- Net cash provided by (used in) operating activities ( 43,814) ( 33,673) ------- ------- Cash flows from investing activities: Proceeds from sale of property and equipment 71,075 25,421 Redemption of certificate of deposit, pledges on bond - 25,000 Purchase of property and equipment ( 13,983) ( 34,501) ------- ------- Net cash provided by (used in) investing activities 57,092 15,920 ------- ------- Cash flows from financing activities: New short-term borrowings 14,000 30,000 Payments on short-term borrowings ( 10,375) ( 10,000) Payments on long-term borrowings ( 12,510) ( 12,510) ------- ------- Net cash provided by (used in) financing activities ( 8,885) 7,490 ------- ------- Net increase (decrease) in cash 4,393 ( 10,263) Cash, beginning of period 6,719 20,197 ------- ------- Cash, end of period 11,112 9,934 ======= ======= Supplemental disclosures of cash flow information - cash paid during period for interest 6,106 5,531 ======= ======= <FN> The accompanying notes are an integral part of these financial statements. CLX ENERGY, INC. NOTES TO UNAUDITED FINANCIAL STATEMENTS June 30, 1996 Note A - Basis of Presentation The balance sheet as of June 30, 1996, the statements of operations for the nine months and three months ended June 30, 1996 and 1995 and the statements of cash flows for the nine months ended June 30, 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 June 30, 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 loss per common share Net 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 1996 for a total of $104,520 and are in arrears at June 30, 1996. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Analysis of Financial Condition During the nine months ended June 30, 1996, the Company purchased unproved oil and gas properties at a cost of approximately $13,900. During the same period, the Company sold part of its interest in certain unproved oil and gas prospects for $68,575 and sold a producing property for $2,500. 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 June 30, 1996 the Company had negative working capital of $53,794. 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 increased for the nine months and the three months ended June 30, 1996 as a result of higher oil and gas prices and sales from a new gas well that was completed in late February of 1995. Management fees did not change significantly for the nine months ended June 30, 1996 compared to the nine months ended June 30, 1995. The 1996 fees were received for acting as contract operator on certain wells drilled in early 1996 while the 1995 management fees were received for acting as contract operator for a seismic program. Lease operating expenses and production taxes increased primarily due to a general increase in operating costs on wells. 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 for the nine months ended June 30, 1996 primarily due to a general decrease in activity. General and administrative expenses increased for the three months ended June 30, 1996 as compared to the three months ended June 30, 1995 primarily due to an increase in wages paid. During the nine months ended June 30, 1996 the Company sold part of its interests in three unproved oil and gas prospects that resulted in gains of approximately $42,000 and sold a producing property resulting in a gain of $2,500. In prior year, the Company sold part of its interest in an unproved oil and gas prospect that resulted in a gain of approximately $6,700. Interest expense increased for the nine months ended June 30, 1996 as a result of additional short-term borrowings. Interest expense decreased for the three months ended June 30, 1996 primarily due to payments on long-term debt. 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: July 23, 1996