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, 1997 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. 4,054,154 shares of Common Stock, $.01 par value at May 13, 1997 CLX ENERGY, INC. March 31, 1997 INDEX Form 10-Q Part I. - Financial Information Balance Sheets - March 31, 1997 and September 30, 1996 Statements of Operations for the six months and three months ended March 31, 1997 and 1996 Statements of Cash Flows for the six months ended March 31, 1997 and 1996 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, 1997 and September 30, 1996 (Unaudited) March 31, September 30, ASSETS: 1997 1996 Current assets: Cash 46,598 15,245 Accounts Receivable: Trade 72,482 736 Oil and gas sales 16,995 14,010 Deposits and prepaid expenses - 49 ------- ------- Total current assets 136,075 30,040 ------- ------- Property and equipment, at cost: Oil and gas properties (successful effort method): Proved 329,732 329,732 Unproved 15,338 7,438 Office equipment 3,618 3,618 ------- ------- 348,688 340,788 Less accumulated depreciation and depletion (174,877) (162,039) ------- ------- 173,811 178,749 ------- ------- Total assets 309,886 208,789 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable 63,342 5,677 Note payable-bank - 57,000 Current portion on long-term debt - 4,134 Due joint interest owners 8,355 8,355 Accrued expenses - 356 ------- ------- Total current liabilities 71,697 75,522 ------- ------- 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, 4,054,154 shares issued and outstanding (3,220,821 at September 30, 1996) 40,542 32,208 Additional paid-in capital 541,417 424,750 Accumulative deficit (345,110) (325,031) ------- ------- Net stockholders' equity 238,189 133,267 ------- ------- Total Liabilities and Equities 309,886 208,789 ======= ======= <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, 1997 1996 1997 1996 Revenues: Oil and gas sales 72,026 49,010 42,108 26,561 Management fees 17,048 17,726 8,400 13,486 ------- ------- ------- ------- Total revenue 89,074 66,736 50,508 40,047 Operating costs and expenses: Lease operating and production taxes 21,310 15,550 11,499 8,117 Lease rentals and abandonments 1,667 1,424 293 ( 221) Depreciation and depletion 12,838 17,301 6,327 6,797 General and administrative 77,137 70,135 30,768 24,882 ------- ------- ------- ------- Total operating costs and expenses 112,952 104,410 48,887 39,575 ------- ------- ------- ------- Operating income (loss) ( 23,878) ( 37,674) 1,621 472 ------- ------- ------- ------- Other income (expenses): Gain on sale of assets 5,000 42,087 - 18,530 Interest expense ( 1,201) ( 4,308) - ( 2,091) ------- ------- ------- ------- Total other income (expenses) 3,799 37,779 - 16,439 ------- ------- ------- ------- Net income (loss) ( 20,079) 105 1,621 16,911 ======= ======= ======= ======= Weighted average number of common shares outstanding 3,756,535 3,220,821 4,054,154 3,220,821 ========= ========= ========= ========= Net income (loss) per common share ( .01) .00 .00 .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, 1997 and 1996 (Unaudited) 1997 1996 Cash flows from operating activities: Net income (loss) ( 20,079) 105 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and depletion 12,838 17,301 Abandoned properties - 520 Gain on sale of assets ( 5,000) ( 42,087) (Increase) decrease in accounts receivable ( 74,730) ( 21,206) Decrease in prepaid expenses 49 523 Increase (decrease) in accounts payable 57,665 3,245 Increase (decrease) in accrued expenses and other ( 356) 31 ------- ------- Net cash provided by (used in) operating activities ( 29,613) ( 41,568) ------- ------- Cash flows from investing activities: Proceeds from sale of property and equipment 5,000 68,575 Purchase of property and equipment ( 7,900) ( 13,523) ------- ------- Net cash provided by (used in) investing activities ( 2,900) 55,052 ------- ------- Cash flows from financing activities: New short-term borrowings - 14,000 Payments on short-term borrowings ( 57,000) ( 5,375) Payments on long-term borrowings ( 4,134) ( 8,340) Proceeds from issuance of common stock 125,000 - ------- ------- Net cash provided by (used in) financing activities 63,866 285 ------- ------- Net increase (decrease) in cash 31,353 13,769 Cash, beginning of period 15,245 6,719 ------- ------- Cash, end of period 46,598 20,488 ======= ======= Supplemental disclosures of cash flow information - cash paid during period for interest 1,557 4,277 ======= ======= <FN> The accompanying notes are an integral part of these financial statements. CLX ENERGY, INC. NOTES TO UNAUDITED FINANCIAL STATEMENTS March 31, 1997 Note A - Basis of Presentation The balance sheet as of March 31, 1997, the statements of operations for the six months and three months ended March 31, 1997 and 1996 and the statements of cash flows for the six months ended March 31, 1997 and 1996 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, 1997 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, 1996 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 1996 for a total of $104,520 and are in arrears at March 31, 1997. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Analysis of Financial Condition During the six months ended March 31, 1997, the Company purchased unproved oil and gas properties at a cost of approximately $7,900. During the same period, the Company sold part of its interest in certain unproved oil and gas prospects for $5,000. The Company received $17,048 for management fees in connection with acting as contract operator for certain wells drilled during the six months ended March 31, 1997. In December 1996, the Company sold in a private placement 833,333 shares of common stock for $.15 per share for a total of $125,000. Capital Resources and Liquidity At March 31, 1997 the Company had working capital of $64,378. 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 six months and the three months ended March 31, 1997 primarily as a result of higher oil and gas prices. Management fees did not change significantly for the six months ended March 31, 1997 compared to the six months ended March 31, 1996. The fees received for the three months ended March 31, 1997 compared to the three months ended March 31, 1996 decreased due to a decrease in activity on a drilling program that the Company acts as operator. Lease operating expenses and production taxes increased due to higher production taxes as a result of the increase in sales, and an increase in operating costs caused by adverse weather conditions and a general increase in costs. Depreciation and depletion decreased primarily as a result of declining production on most of the oil and gas properties. General and administrative expenses increased for the six months and the three months ended March 31, 1997 as compared to the prior periods primarily due to a general increase in activity. During the six months ended March 31, 1997 the Company sold part of its interest in an unproved oil and gas prospect that resulted in a gain of $5,000. 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. Interest expense decreased due to the repayment of all short-term and 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: May 13, 1997