FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-9392
CLX ENERGY, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-0749623
-------- ----------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
518 17th Street, Suite 745, Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 825-7080
Indicate by check mark 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 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.
As of August 5, 2002, there were 2,631,936 shares of the Registrant's sole class
of Common Stock outstanding.
Transitional Small Business Disclosure Format Yes No X
--- ---
CLX ENERGY, INC.
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Independent Accountants' Report 1
Condensed Balance Sheet -
June 30, 2002 2
Condensed Statements of Operations -
Nine Months and Three Months Ended June 30, 2002 and 2001 3
Condensed Statement of Stockholders' Equity -
Nine Months Ended June 30, 2002 4
Condensed Statements of Cash Flows -
Nine Months Ended June 30, 2002 and 2001 5
Notes to Condensed Financial Statements -
Nine Months Ended June 30, 2002 and 2001 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS 9
PART II - OTHER INFORMATION 11
INDEPENDENT ACCOUNTANTS' REPORT
Board of Directors
CLX Energy, Inc.
We have reviewed the accompanying condensed balance sheet of CLX Energy, Inc. as
of June 30, 2002, the related condensed statements of operations for the
nine-month and three-month periods ended June 30, 2002 and 2001, condensed
statement of stockholders' equity for the nine-month period ended June 30, 2002,
and condensed statements of cash flows for the nine-month periods ended June 30,
2002 and 2001. These condensed financial statements are the responsibility of
the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States of
America, the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with accounting principles generally accepted in the United States of America.
EASTON AND BARSCH
Certified Public Accountants
Lakewood, Colorado
August 13, 2002
1
CLX ENERGY, INC.
Condensed Balance Sheet
June 30, 2002
(Unaudited)
Assets
------
Current assets:
Cash $ 317,167
Accounts receivable:
Trade 253,864
Oil and gas sales 138,297
Prepaid expenses and other 18,075
------------
Total current assets 727,403
------------
Property and equipment, at cost:
Oil and gas properties (successful
effort method):
Proved 1,148,403
Unproved 43,705
Office equipment 16,353
------------
1,208,461
Less accumulated depreciation
and depletion ( 600,394)
------------
Property and equipment, net 608,067
Other assets - oil and gas bond deposit 27,739
------------
$ 1,363,209
============
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Accounts payable:
Trade $ 242,472
Joint interest owner advances 152,160
Oil and gas sales 142,876
Current portion of long-term debt 120,000
Accrued liabilities and other 8,355
------------
Total current liabilities 665,863
------------
Long-term debt, less current portion 277,857
Stockholders' equity:
Preferred stock, $.01 par value,
2,000,000 shares authorized,
600,000 shares designated Series A
$.06 cumulative convertible - no
shares outstanding -
Common stock, $.01 par value,
50,000,000 shares authorized,
2,631,936 shares issued and
outstanding 26,319
Additional paid-in capital 846,941
Accumulated deficit ( 453,771)
------------
Net stockholders' equity 419,489
------------
$ 1,363,209
============
The accompanying notes are an integral part of these condensed financial
statements.
2
CLX ENERGY, INC.
Condensed Statements of Operations
Nine Months and Three Months Ended June 30, 2002 and 2001
(Unaudited)
Nine Months Ended Three Months Ended
June 30, June 30,
----------------------- -----------------------
2002 2001 2002 2001
----------- ---------- ----------- ----------
Revenues:
Oil and gas sales $ 239,028 739,756 99,802 182,258
Management fees and other 51,082 56,630 18,471 18,544
----------- ---------- ----------- ----------
Total revenue 290,110 796,386 118,273 200,802
----------- ---------- ----------- ----------
Operating expenses:
Lease operating and
production taxes 178,947 186,753 47,661 51,238
Lease rentals 1,058 2,443 - 1,408
Dry holes and abandoned leases - 66,759 ( 1,542) 10,442
Depreciation and depletion 65,608 99,957 25,079 29,119
General and administrative 150,005 206,564 43,986 53,485
----------- ---------- ----------- ----------
Total operating costs and
expenses 395,618 562,476 115,184 145,692
----------- ---------- ----------- ----------
Operating income (105,508) 233,910 3,089 55,110
----------- ---------- ----------- ----------
Other income (expenses):
Gain on sale of assets 6,481 20,735 6,481 -
Interest income 7,115 15,058 1,895 7,451
Interest expense ( 18,507) ( 39,201) ( 5,526) ( 13,237)
----------- ---------- ----------- ----------
Other income (expenses) ( 4,911) ( 3,408) 2,850 ( 5,786)
----------- ---------- ----------- ----------
Income (loss) before
income taxes (110,419) 230,502 5,939 49,324
Income tax (provision) benefit 7,000 ( 10,000) 800 ( 3,500)
----------- ---------- ----------- ----------
Net income (loss) $ (103,419) 220,502 6,739 45,824
=========== ========== =========== ==========
Net income (loss) per
common share:
Basic $ ( .04) .08 .00 .02
=========== ========== =========== ==========
Diluted $ ( .04) .08 .00 .02
=========== ========== =========== ==========
Weighted average number of
common shares outstanding:
Basic 2,631,936 2,634,850 2,631,936 2,631,984
=========== ========== =========== ==========
Diluted 2,631,936 2,764,480 2,631,936 2,761,614
=========== ========== =========== ==========
The accompanying notes are an integral part of these financial statements.
3
CLX ENERGY, INC.
Condensed Statement of Stockholders' Equity
Nine Months Ended June 30, 2002
(Unaudited)
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit
--------- ----------- ------- ------------
Balances,
October 1, 2001 2,631,936 $ 26,319 846,941 (350,352)
Net loss - - - (103,419)
--------- ----------- ------- ------------
Balances,
June 30, 2002 2,631,936 $ 26,319 846,941 (453,771)
========= =========== ======= ============
The accompanying notes are an integral part of these condensed financial
statements.
4
CLX ENERGY, INC.
Condensed Statements of Cash Flows
Nine Months Ended June 30, 2002 and 2001
(Unaudited)
Nine Months Ended
June 30,
-------------------------
2002 2001
------------ -----------
Cash flows from operating activities:
Net income (loss) $( 103,419) 220,502
------------ -----------
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and depletion 65,608 99,957
Expenses incurred in exchange for options - 28,000
Gain on sale of assets ( 6,481) ( 20,735)
Decrease in accounts receivable 231,141 38,710
Increase in prepaid
expense and other ( 14,516) ( 1,627)
Increase (decrease) in accounts payable ( 266,561) 169,871
Decrease in accrued
liabilities and other ( 7,500) ( 35)
------------ -----------
Total adjustments 1,691 314,141
------------ -----------
Net cash provided by (used in)
operating activities ( 101,728) 534,643
------------ -----------
Cash flows from investing activities:
Proceeds from sale of property and equipment 19,540 82,529
Purchase of property and equipment ( 47,264) ( 467,025)
Addition to other assets ( 725) ( 1,122)
------------ -----------
Net cash used in
investing activities ( 28,449) ( 385,618)
------------ -----------
Cash flows from financing activities:
New long-term borrowings - 265,000
Reductions to long-term debt ( 90,000) ( 80,907)
Repurchase of common stock - ( 2,679)
------------ -----------
Net cash provided by (used in)
financing activities ( 90,000) 181,414
------------ -----------
Net increase (decrease) in cash ( 220,177) 330,439
Cash, beginning of period 537,344 604,532
------------ -----------
Cash, end of period $ 317,167 934,971
============ ===========
Supplemental disclosures of cash flow:
Interest paid $ 18,507 35,067
============ ===========
Income taxes paid $ - 6,645
============ ===========
The accompanying notes are an integral part of these condensed financial
statements.
5
CLX ENERGY, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 2002 AND 2001
(UNAUDITED)
Note A - Basis of Presentation
The condensed balance sheet as of June 30, 2002, the condensed statements of
operations for the nine months and three months ended June 30, 2002 and 2001,
the condensed statement of stockholders' equity for the nine months ended June
30, 2002 and the condensed statements of cash flows for the nine months ended
June 30, 2002 and 2001 have been prepared by the Company without audit. The
preparation of financial statements requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates. 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, 2002 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 principles
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, 2001 financial statements of the Company, the notes thereto and
the independent Auditors' Report thereon.
Certain amounts reported in the prior period financial statements have been
reclassified to conform to the 2002 presentation.
Note B - Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Oil and gas reserve estimates
are inherently imprecise and are continually subject to revisions based on
production history, results of additional exploration and development, price of
oil and gas and other factors. Accordingly it is at least reasonably possible
those estimates could be revised in the near term and those revisions could be
material.
6
CLX ENERGY, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 2002 AND 2001
(UNAUDITED)
Note C - Net income (loss) per common share
SFAS No. 128, Earnings per Share, requires dual presentation of basic and
diluted earnings or loss per share (EPS) with a reconciliation of the numerator
and denominator of the basic EPS computation to the numerator and denominator of
the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects
the potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock or resulted in
the issuance of common stock that then shared in the earnings of the entity.
Basic income (loss) per share of common stock is computed based on the average
number of common shares outstanding during the period. Diluted EPS includes the
potential conversion of stock options. Stock options are not considered in the
diluted EPS calculation for those periods with net losses, as the impact of the
potential common shares (250,000 shares at June 30, 2002) would be to decrease
loss per share.
Note D - Income Taxes
An income tax benefit was recorded for the potential refund of taxes paid in
prior years as a result of the net loss for the nine months ended June 30, 2002.
The following table reconciles the U.S. statutory rate to the Company's
effective tax rate:
2002 2001
---- ----
Federal statutory rate (35.0%) 35.0%
Graduated rate benefit 20.0 0.0
Net operating losses 0.0 (2.3)
State taxes 0.0 (0.0)
Statutory depletion 6.8 (11.0)
Intangible drilling costs 1.9 (18.1)
------ ------
Effective tax rate (6.3%) 3.6%
====== =====
At September 30, 2001, after giving effect to ownership changes that occurred in
the 1999 fiscal year, the Company has a net operating loss carryforward of
approximately $337,000 which expires in varying amounts from September 30, 2003
through 2017. The $337,000 carryforward is subject to an annual limitation of
approximately $23,500. Differences between income tax and financial statement
basis of assets ($37,000) consists of intangible drilling costs ($78,000) which
are expensed for tax purposes offset by basis difference of oil and gas
properties ($41,000) that have a lower financial statement basis than income tax
basis.
7
CLX ENERGY, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 2002 AND 2001
(UNAUDITED)
Deferred tax benefit relating to the net operating loss carryforward has not
been reflected as a net deferred tax asset because the limited carryover period
combined with the history of losses of the Company, prior to the year ended
September 30, 2000, make it more likely than not that the net operating losses
will not be utilized by the Company prior to their expiration.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
General
The statements contained in this Form 10-QSB, if not historical, are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, and involve risks and uncertainties that could
cause actual results to differ materially from the results, financial or
otherwise, or other expectations described in such forward-looking statements.
Any forward-looking statement or statements speak only as of the date on which
such statements were made, and the Company undertakes no obligation to update
any forward-looking statement to reflect events or circumstances after the date
on which such statements are made or reflect the occurrence of unanticipated
events. Therefore, forward-looking statements should not be relied upon as a
prediction of actual future results.
Liquidity, Capital Resources and Commitments
The Company currently has a positive current ratio with current assets exceeding
current liabilities by approximately $61,540. The Company believes that current
assets and projected cash flow from oil and gas sales should be adequate to
cover the fixed costs of the Company for the fiscal year ended September 30,
2002,
including servicing the bank debt.
The Company currently has drilling prospects which it will be actively marketing
to industry participants on a promoted basis and the Company is attempting to
purchase additional producing oil and gas properties.
Analysis of Results of Operations:
Oil and gas sales decreased for the nine months and three months ended June 30,
2002 compared to the nine months and three months ended June 30, 2001 as a
result of declining production and lower prices for gas and oil.
Management fees and other income for the nine months and three months ended June
30, 2002 decreased over the prior year periods due to one time management fees
received in connection with the drilling of certain oil and gas wells.
9
Lease operating expenses and production taxes decreased for the nine months and
three months ended June 30, 2002 compared to the nine months and three months
ended June 30, 2001 primarily due to reduced production taxes on lower oil and
gas revenues offset by significant workover costs incurred on certain oil and
gas wells and higher than estimated ad valorem taxes. Dry hole expense
decreased as a result of limited participation in drilling of wells during the
nine months and three months ended June 30, 2002. Depreciation and depletion
decreased as a result of the decrease in oil and gas production and the lower
carrying value of the oil and gas properties due to the impairment provision in
the fiscal year ended September 30, 2001. General and administrative expenses
decreased for the three months ended June 30, 2002 compared to the three months
ended June 30, 2001 primarily due to reductions in compensation expense.
General and administrative expenses decreased for the nine months ended June 30,
2002 compared to the nine months ended June 30, 2001 primarily due to reductions
in compensation expense, and expenses incurred in the prior nine months for a
stockholders' meeting to reverse split the common stock of the Company and
$28,000 of expenses associated with a stock option granted.
During the nine months ended June 30, 2001 the Company had a gain of $20,735
from selling part of its interest in undeveloped oil and gas leases ($13,430 for
the three months ended June 30, 2001) compared to $6,481 for the nine months and
three months ended June 30, 2002. Interest income decreased as a result of a
decrease in the amount of interest bearing cash accounts and lower interest
rates. Interest expense decreased as a result of a reduction in the average
amount of debt outstanding and lower interest rates.
Critical accounting policies
The Company believes the following represent its critical accounting policies:
Revenue Recognition - The Company's revenue recognition policy is significant
because its revenue is a key component of its results of operations. In
addition, revenue recognition determines the timing of certain expenses
such as production taxes. The Company recognizes oil and gas revenue as oil
and gas is produced. At times, the Company is required to estimate the
quantities produced and related revenues. Management fees are recognized
when the Company performs the service and collection is probable. Revenue
results are difficult to estimate or predict, and any shortfall in revenue
could cause operating results to vary significantly.
Oil and gas properties - The Company follows the successful efforts method of
accounting. Lease acquisition and development costs (tangible and intangible)
for expenditures relating to proved oil and gas properties are capitalized.
Delay and surface rentals are charged to expense in the year incurred. Dry
hole costs incurred on exploratory operations are expensed. Dry hole costs
associated with developing proved fields are capitalized. Expenditures for
additions, betterments, and renewals are capitalized. Geological and
geophysical costs are expensed when incurred.
Provisions for depreciation and depletion of capitalized exploration and
development costs are computed on the unit-of-production method based on
estimated proved developed reserves of oil and gas on a property by property
basis. An additional impairment provision is recorded if the estimated fair
market value is less than the carrying amount of the assets on a property by
property basis. Oil and gas reserve estimates are inherently imprecise and
are continually subject to revisions based on production history, results of
additional exploration and development, price of oil and gas and other
factors. Accordingly it is at least reasonably possible those estimates
could be revised in the near term and those revisions could be material.
10
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 11. Statement of Computation of Earnings (Loss) Per Share
(b) Reports on Form 8-K
None
11
SIGNATURES
Pursuant to the Securities and 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.
(REGISTRANT)
Date: August 13, 2002 By: /s/ E. J. Henderson
------------------------
By: E. J. Henderson
President and Chief Financial Officer
12