ALEXANDER ENERGY CORP
10-Q, 1996-05-20
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q


[Mark One]

/X/ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and
    Exchange Act of 1934 For the Period Ended March 31, 1996

/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934 For the Transition Period From ________________________
    to ____________________________


Commission file number 0-10526


                          ALEXANDER ENERGY CORPORATION
             (Exact name of registrant as specified in its charter)


            OKLAHOMA                                73-1088777
  (State or other jurisdiction                   (I.R.S. Employer
of incorporation or organization)               Identification No.)
             
             
   701 CEDAR LAKE BOULEVARD                         73114-7800
   OKLAHOMA CITY, OKLAHOMA                          (Zip Code)
(Address of principal offices)             


                                 (405) 478-8686
              (Registrant's telephone number, including area code)


                                 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 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
                                                          -----     -----

Outstanding shares of $.03 par value common stock at May 17, 1996: 12,461,058


<PAGE>   2


                          ALEXANDER ENERGY CORPORATION

                                     INDEX


                                                                        PAGE NO.


Part I.  Financial Information

Item 1.  Financial Statements


  Condensed Consolidated Balance Sheets - December 31, 1995 and
     March 31, 1996 (Unaudited)............................................  1

  Condensed Consolidated Statements of Operations - Three months ended
     March 31, 1995 and 1996 (Unaudited)...................................  2

  Condensed Consolidated Statements of Cash Flows - Three months ended
     March 31, 1995 and 1996 (Unaudited)...................................  3

  Notes to Condensed Consolidated Financial Statements (Unaudited).........  4

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.............................................4-9

Part II. Other Information

Item 1.  Legal Proceedings ................................................ 10

Item 3.  Defaults Upon Senior Securities .................................. 10

Item 6.  Exhibits and reports on Form 8-K.................................. 10




<PAGE>   3


                         PART I.  FINANCIAL INFORMATION

                          ALEXANDER ENERGY CORPORATION
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                 (Information at March 31, 1996 is unaudited.)

                                     ASSETS


<TABLE>
<CAPTION>
                                                                     December  31,  March  31,
                                                                         1995         1996
                                                                     -------------  ----------
<S>                                                                   <C>          <C>
Current assets:
 Cash and cash equivalents........................................   $  1,451,983  $ 1,824,020
 Accounts receivable..............................................      4,192,891    4,007,860
 Prepaid expenses and other.......................................        528,089      660,134
                                                                     ------------  -----------
     Total current assets.........................................      6,172,963    6,492,014

Properties and equipment, less accumulated amortization and
 depreciation of $49,863,075 as of December 31, 1995 and $51,932,658
 as of March 31, 1996.............................................     84,155,818   82,277,467

Other assets, net.................................................      1,537,917    1,504,136
                                                                     ------------  -----------

                                                                     $ 91,866,698  $90,273,617
                                                                     ============  ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable and accrued liabilities........................    $  8,505,514  $ 6,832,847
 Long-term debt due within one year..............................       4,162,475    5,962,475
                                                                     ------------  -----------
     Total current liabilities...................................      12,667,989   12,795,322

Long-term debt due after one year................................      44,350,985   42,512,100

Noncurrent gas balancing, gas prepayments and
 other noncurrent liabilities....................................       3,163,282    2,886,571

Deferred income taxes............................................       1,056,000    1,158,825

Stockholders' equity:
Preferred stock - none issued and outstanding....................            ---          ---
 Common stock - issued - 12,451,605 and 12,456,985 shares at
  December 31, 1995 and March 31, 1996, respectively.............         373,548      373,709
 Paid-in capital.................................................      40,262,808   40,355,404
 Accumulated deficit.............................................     (10,007,914)  (9,808,314)
                                                                     ------------  -----------
     Total stockholders' equity..................................      30,628,442   30,920,799
                                                                     ------------  -----------

                                                                     $ 91,866,698  $90,273,617
                                                                     ============  ===========
</TABLE>


                            See accompanying notes.

                                      1

<PAGE>   4

                          ALEXANDER ENERGY CORPORATION

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                 Three months ended
                                                                      March 31,
                                                               ----------------------
                                                                  1995        1996
                                                               ----------  ----------
<S>                                                            <C>         <C>
Revenues:
 Oil and gas sales.........................................    $4,523,633  $4,511,548
 Interest and other........................................        35,021     105,914
 Management fees and well operator reimbursements..........       698,152     492,776
                                                               ----------  ----------
     Total revenues........................................     5,256,806   5,110,238

Costs and expenses:
 Direct lifting costs......................................     1,405,989     943,723
 Gross production and severance tax........................       277,460     276,558
 Amortization and depreciation.............................     2,257,487   2,083,195
 General and administrative expenses.......................       746,663     584,615
 Interest expense..........................................       970,509     919,722
 Nonrecurring abandoned merger costs.......................       300,000         ---
                                                               ----------  ----------
     Total costs and expenses..............................     5,958,108   4,807,813
                                                               ----------  ----------

Income (loss) before provision (benefit) for income taxes..      (701,302)    302,425

Provision (benefit) for deferred income taxes..............      (260,000)    102,825
                                                               ----------  ----------

Net income (loss)..........................................    $ (441,302) $  199,600
                                                               ==========  ==========

Weighted average shares of common stock and common equivalent
 shares outstanding........................................    12,272,616  12,504,790
                                                               ==========  ==========

Net income (loss) per common and common equivalent share...    $     (.04) $      .02
                                                               ==========  ==========
</TABLE>



                           See accompanying notes.

                                      2
<PAGE>   5


                          ALEXANDER ENERGY CORPORATION

            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Note 1)
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                      Three months ended
                                                                           March 31,
                                                                   ------------------------  
                                                                       1995        1996
                                                                   -----------  -----------
<S>                                                                <C>          <C>
Cash flows from operating activities:
 Net income (loss)...........................................      $  (441,302)     199,600
 Adjustments to reconcile net income (loss) to net cash
  provided by operating activities:
  Amortization and depreciation..............................        2,257,487    2,083,195
  Amortization of deferred compensation for stock awards.....          101,435       30,326
  Accretion of imputed interest..............................           37,425       24,408
  Deferred income taxes......................................         (260,000)     102,825
  Decrease in accounts receivable............................          277,777      185,031
  Increase in prepaid expenses and other.....................         (427,792)    (132,045)
  Increase (decrease) in accounts payable and accrued 
   liabilities ..............................................           53,294   (1,672,667)
  Increase in noncurrent gas balancing liability and
   other noncurrent liabilities..............................           26,794       40,596
                                                                   -----------  -----------

   Net cash provided by operating activities.................        1,625,118      861,269

Cash flows from investing activities:
 Decrease in other assets, net...............................           92,776       33,781
 Additions to properties and equipment.......................       (2,181,042)  (1,348,491)
 Proceeds from the sale of properties and equipment..........           45,691      801,932
                                                                   -----------  -----------

   Net cash used by investing activities.....................       (2,042,575)    (512,778)

Cash flows from financing activities:
 Proceeds from borrowings on long-term debt..................        2,000,000          ---
 Payments on long-term debt..................................           (5,691)     (38,885)
 Proceeds from exercise of employee stock options............            4,876       62,431
                                                                   -----------  -----------

   Net cash provided by financing activities.................        1,999,185       23,546
                                                                   -----------  -----------

Net increase in cash and cash equivalents during the period..        1,581,728      372,037
                                                                   -----------  -----------

Cash and cash equivalents at beginning of period.............          792,752    1,451,983
                                                                   -----------  -----------

Cash and cash equivalents at end of period ..................      $ 2,374,480  $ 1,824,020
                                                                   ===========  ===========
</TABLE>


Interest paid amounted to $837,574 and $847,907 for the three months ended
March 31, 1995 and 1996, respectively.

In 1996, the Company eliminated gas balancing liabilities of approximately
$342,000 in connection with the sale of certain properties.

                            See accompanying notes.

                                      3
<PAGE>   6


                          ALEXANDER ENERGY CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)


1. The consolidated results presented for the three-month periods ended March
31, 1995 and 1996 are unaudited but the management of Alexander Energy
Corporation believes that all adjustments, which consist only of normal
recurring adjustments, necessary for a fair presentation of the consolidated
results of operations for the periods have been included.   The consolidated
results are not necessarily indicative of those to be expected for the full
year.  For further information, refer to the consolidated financial statements
and footnotes thereto included in the Company's annual report on Form 10-K for
the year ended December 31, 1995.

2. Net income (loss) per common and common equivalent share is computed on the
basis of weighted average shares of common stock, and dilutive stock options
and warrants.  Fully diluted per share information is considered equal to
primary per share information because the addition of potentially dilutive
securities that are not common stock equivalents would have been either
antidilutive or immaterial.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

GENERAL

     The Company follows the full cost method of accounting for its oil and
natural gas properties. Under such method, the net book value of such
properties, less related deferred income taxes, may not exceed a calculated
"ceiling." The ceiling is the estimated after-tax future net revenues from
proved oil and natural gas properties, discounted at 10% per annum plus the
lower of cost or fair market value of unproved properties. In calculating
future net revenues, prices and costs in effect at the time of the calculation
are held constant indefinitely, except for changes which are fixed and
determinable by existing contracts. The net book value is compared to the
ceiling on a quarterly basis. The excess, if any, of the net book value above
the ceiling is required to be written off as an expense.  Under the Securities
and Exchange Commission's full cost accounting rules, any write-off recorded
may not be reversed even though higher oil and natural gas prices may increase
the ceiling applicable to future periods. There is no assurance that future oil
and gas reserve volume or product price decreases will not result in additional
reductions in the net book value of the oil and gas properties of the Company.

     The Company records natural gas sales on the entitlement method,
recognizing only its net share of production as revenues. Any amount received
in excess of the Company's revenue interest is recorded as a natural gas
balancing liability and conversely any deficiency is recorded as a natural gas
balancing asset. The Company has also received non-interest bearing prepayments
on future natural gas production which provide for recoupment, most of which
are refundable upon the earlier of the end of the productive life of the
respective well or expiration of the natural gas purchase contract. The natural
gas prepayments will be recognized as revenue when, and if, the natural gas is
delivered.

     Amortization of oil and natural gas properties is computed using a unit of
revenue method based on current gross revenues from production in relation to
estimated future gross revenues from production

                                      4
<PAGE>   7

of proved oil and natural gas reserves. The amortization rates for future
periods will increase or decrease corresponding with the fluctuations in oil
and natural gas prices, reserve volumes and production.

     To manage its acquisition, exploitation and drilling activities, the
Company maintains a professional staff of geologists, engineers, landmen and
others. Although maintaining such staff increases general and administrative
expenses on an absolute basis, the Company's experienced technical staff has
been a key to its ability to generate sufficient drilling prospects and
exploitation opportunities to replace produced reserves. By managing operations
for a substantial number of its wells, the Company has been able to maintain
efficiencies in operations as well as obtain operator and management fees which
offset the majority of its general and administrative expenses.

RESULTS OF OPERATIONS

     Total Revenues; Oil and Gas Sales.  Total revenues decreased for the three
months ended March 31, 1996 compared to the three months ended March 31, 1995 .
The decrease in total revenues was comprised of decreased oil and natural gas
sales and decreased well operator reimbursements due to the sale of certain
properties during 1995 and the first quarter of 1996.  The decreased oil and
natural gas sales are attributable to lower production volumes for both oil and
natural gas as a result of certain wells sold during 1995 and January 1996,
offset by higher product prices for both oil and natural gas.

     The decrease  in oil and gas sales consisted of decreased production for
both oil and natural gas.  Oil revenues decreased by 37% due to a 40% decrease
in production quantities and a 6% increase in the average price per Bbl of
production for the three months ended March 31, 1996 as compared to 1995.
Natural gas revenues increased by 9% due to a 38% increase in the average price
per Mcf of natural gas produced,  offset by a 21% decrease in product
quantities for the three months ended March 31, 1996 as compared to 1995.

     Well Operator  and Management Fees.  Well operator and management fees
decreased 29% for the three months ended March 31, 1996 compared to the same
period in 1995.  This decrease  is attributable to a reduction in the number of
operated producing properties, due to the sale of certain properties during
1995 and the first quarter of 1996.  Included in the management fees were
reimbursements of overhead expense of $5,000 per month from AEJH 1987 and
$10,000 per month from the AEJH 1989 Limited Partnerships (the "Partnerships").
In May 1996, the Company agreed to liquidate and terminate these Partnerships
in the second quarter of 1996, the net income effect of which is not expected
to be significant.

     Interest and Other Revenues. The increase in interest and other revenue
for the three months ended March 31, 1996 compared to 1995 resulted from
interest income on invested cash and marketing fees for both oil and natural
gas.

     Oil and  Gas Prices.  Oil prices received by the Company increased 6%
during the three months ended March 31, 1996, resulting in an average price of
$17.96 per Bbl compared to the average price per Bbl of $16.88 for the same
period in 1995.  Revenues and operating results for future periods will
continue to be impacted by price fluctuations which are largely influenced by
market conditions and the quantity of the oil sold by OPEC.

     During the three months ended March 31, 1996, the Company experienced an
increase in natural gas prices.  In recent years, the Company has sold much of
its natural gas under short-term (typically month-to-month) contracts.  Natural
gas prices received by the Company increased 38% during the three

                                      5
<PAGE>   8

months ended March 31, 1996, resulting in an average price of $1.98 per Mcf
compared to an average price per Mcf of $1.44 for the same period in  1995.
Future sales prices will be dependent upon the future supply and demand of
natural gas in the market and the quantities of gas sold under short-term
contracts as opposed to quantities  sold  under long-term contracts, which
currently command higher prices.

     Oil and Gas Production.  Production and average prices received per Bbl
and Mcf are as follows:

<TABLE>
<CAPTION>
                                                       Three months ended
                                                            March 31,
                                                       ------------------
                                                        1995        1996
                                                        ----        ----
         <S>                                         <C>        <C>
          Crude oil:
              Production (Bbls)....................     54,369     32,397
              Average price received per barrel....     $16.88     $17.96

          Natural gas:
              Production (Mcf).....................  2,502,863  1,989,022
              Average price received per Mcf.......      $1.44      $1.98
</TABLE>


     Oil and natural gas production volumes for the three months ended March
31, 1996 on an Mcf equivalent (Mcfe) basis decreased from such volumes for the
same period in 1995 by 23%.  This decrease in production was due to the sale of
certain producing properties during the three months ended March 31, 1996 and
during the year ended 1995.  Although the Company experienced some curtailments
of gas production, these curtailments have not been material.  The curtailments
were primarily attributable to excess supply and price competitiveness with
oil.  There can be no assurance that the Company will not experience future
curtailments.

     Oil and natural gas production volumes for the year ended December 31,
1996 are expected  to be lower than 1995.  This expected decrease is primarily
attributable to a decrease in development activities in 1995 and 1996 due to the
sale of certain properties during 1995 and the three months ended March 1996.

     Total Expenses; Oil and Gas Operating Expenses.  Total costs and expenses
decreased for the three months ended March 31, 1996 compared to the same period
in 1995.  Oil and gas operating expenses decreased for the three months ended
March 31, 1996 compared to the same period in 1995, due to reduced operating
expenses attributable to a lesser number of producing wells, which were sold
during 1995 and the three months ended March 1996.  Oil and gas operating
expenses decreased on an Mcfe basis to $.56 for the three months ended March
31, 1996 compared to $.60 for the same period in 1995.

     Amortization and Depreciation.  The amortization and depreciation rate per
dollar of oil and  gas sales for the three months ended March 31, 1996
decreased to $.46 compared to $.50 for the same period in 1995.  The decreased
rate for the three months ended March 31, 1996 was primarily due to the
increased estimated future gross revenues resulting from the higher product
price for both oil and natural gas for the three months ended March 31, 1996.
The amortization and depreciation rates for  future periods will increase or
decrease corresponding with the fluctuations in oil and gas prices, reserve
volumes and production.

     General and Administrative Expenses.  General and administrative expenses
decreased for the three months ended March 31, 1996 compared to the same period
in 1995.  This decrease was primarily related

                                      6
<PAGE>   9


to a lesser number of personnel comprising general and administrative expenses
for the three months ended March 31, 1996 compared to the same period in 1995.
Well operator and management fees offset 84% of net general and administrative
expenses during the three months ended March 31, 1996 compared to 94% during
the same period in 1995.

     Interest Expense.  Interest expense decreased for the three months ended
March 31, 1996 compared to the same period in 1995 due to a decrease in the
interest rate.  The Company's credit facility bears interest at LIBOR plus 1.5%
(a rate of 6.9375% at March 31, 1996).  The Company's outstanding borrowings
under certain long-term debt agreements will bear interest at rates higher than
the 1995 rates or the rates for the three months ended March 31, 1996 due to
modifications to certain debt agreements in May 1996.

     Nonrecurring Abandoned Merger Costs.  The Company had no such expenses for
the three months ended March 31, 1996.  On May 10, 1995, the Company announced
the termination of discussions regarding the possible outstanding merger with
Abraxas and, accordingly, expensed $300,000 of related costs.

     Taxes.  As a result of the public offerings in 1993, the Company had an
ownership change pursuant to Section 382 of the Internal Revenue Code.
Accordingly, in 1996 and 1995, the Company's provision or benefit for income
taxes approximated the statutory federal rate.

LIQUIDITY AND CAPITAL RESOURCES

     General.  The Company's capital requirements relate primarily to
exploitation, development,  exploration and acquisition activities.  In
general, because the Company's oil and gas reserves are  depleted by
production, the success of its business strategy is dependent upon a continuous
exploitation, development, exploration and acquisition program.

     Historically, the Company has funded its capital requirements through cash
flow from  operations, bank borrowings, various carried interest arrangements
(whereby other parties paid  a portion of the Company's share of costs) and
equity sales.  The Company's capital resources available to fund capital
requirements consist primarily of cash flow from operations, not otherwise used
to retire outstanding long-term debt.  As of March 1996, the Company has
capital expenditure commitments of approximately one million dollars which the
Company believes can be funded through cash flow from operations.  The
Company's capital expenditure budget for 1996 is approximately $13 million,
substantially all of which represents the development of Company proved
undeveloped locations.  Substantially all of the budget amount in excess of
that expected to be available from operations, after debt service, will have to
be funded through various alternatives, including equity sales, debt offerings,
and/or non-key property sales.  Proceeds from the financing alternatives will
have to be sufficient in amount to also retire the Company's outstanding term
note with a bank, which has a balance at March 31, 1996 of $11.0 million.  The
Company believes it has the capability of executing such financing alternatives
on a timely basis; however, there are no assurances of that.  The Company may
defer budgeted expenditures to future periods.  Deferral of the budgeted
capital expenditures may cause a delay in the realization of undeveloped oil
and gas reserves.

     Cash Flows.  For the three months ended March 31, 1996, the Company's cash
provided by operating activities was approximately $.9 million, a decrease of
47% compared to $1.6 for the same period in 1995.  The $1.6 million net change
in assets and liabilities resulting from operating activities is primarily the
result

                                      7
<PAGE>   10


of reduced drilling activities and reduced oil and gas production volumes which
caused a reduction in accounts payable and accounts receivable, respectively,
for the three months ended March 31, 1996 compared with the same period in
1995.  The Company has a $2.9 million net gas balancing liability attributable
to 2.1 Bcf of natural gas production in excess of the Company's entitled
natural gas volumes.  The majority of these excess sales are from properties
that have gas balancing agreements which provide for recoupments by the
underproduced owners from 25% of volumes attributable to the Company's
interest.  At March 31, 1996, approximately $1.5 million was included in
current liabilities associated with such net excess sales liability.

     Net cash used by investing activities for the three months ended March 31,
1996 decreased approximately $1.9 million from the same period in 1995.
Additions to oil and gas properties decreased by approximately  $.8 million
due primarily to reduced oil and gas property acquisitions and development.
Proceeds from the sale of properties and equipment increased by approximately
756,000 in 1996 to approximately $802,000, resulting from the sale of oil and
gas properties in January 1996.

     Net cash provided by financing activities was approximately $24,000 for
the three months ended March 31, 1996 compared to $2.0 million for the
corresponding period in 1995.  Net cash provided for the three months ended
March 31, 1996 resulted from proceeds from the exercise of employee stock
options, offset partially by payments on long-term debt.  At March 31, 1996,
the Company had a working capital deficit of $6.3 million and had no
availability under its revolving line of credit.  (See "Long Term Debt").

     Long Term Debt.  At March 31, 1996, the Company had $44.0 million
outstanding under its revolving credit facility with a bank.  Subsequent to
December 31, 1995, the lender reduced the borrowing base to $33.0 million,
effective to December 31, 1995, requiring the $11.0 million excess borrowings
to be converted to a term note.  In May 1996, the Company amended the credit
agreement (the "Amended Agreement").  Under the Amended Agreement, the term
note requires, among other things,  monthly payments of principal of $350,000
plus interest, beginning effective April 1996, through its maturity date of
April 1, 1997 at which time the remaining unpaid principal and interest become
due.  The term  note will bear interest at the prime rate plus 3% (an aggregate
rate of 11.25% at March 31, 1996) through October 15, 1996 and the prime rate
plus 4% thereafter.

     The borrowings associated with the revolving credit facility cannot exceed
the borrowing base, which relates to the Company's oil and gas reserve base.
The borrowing base is subject to semi annual redeterminations each April and
October until April 1, 1997, at which time the borrowing base is reduced
quarterly by 1/16th through December 31, 2000.  The revolving credit facility
interest rate (6.9375% at March 31, 1996) will also increase to LIBOR plus
2.0%, under the Amended Agreement, beginning effective April 1996.  All of the
borrowings outstanding with this lender, under the Amended Agreement, are
secured by a first and prior lien on substantially all of the Company's assets.

     In connection with the Amended Agreement, the lender also reduced the
minimum requirements related to certain financial covenants.  The Company
expects to be able to comply with the amended financial requirements in future
periods.

     At March 31, 1996, the Company also had $3.0 million outstanding under a
term note with a stockholder which contains various financial covenants.  In
May 1996, the Company obtained a waiver through April 1, 1997 from the
stockholder for noncompliance with certain covenants.  Under the waiver, the
Company is required to make its scheduled principal payment of $1.0 million in
June 1996.  The Stockholder may, at its sole discretion, require the remaining
$2 million of unpaid principal and accumulated interest due anytime after April
1, 1997.  The Company also secured the stockholder loan on an equal basis 


                                      8
<PAGE>   11


with the bank debt discussed above and agreed to liquidate and distribute the
assets of the AEJH 1985, AEJH 1987 and AEJH 1989 Limited Partnerships.

     Future Events.  On January 2, 1996, the Company announced that it had
signed a letter of intent providing for a combination of National Energy Group,
Inc. ("NEG") and the Company.  Under terms of the letter of intent as extended,
the Company and NEG had until April 30, 1996 to complete their due diligence
investigations and attempt to reach a definitive agreement on the terms of a
transaction.  On May 6, 1996,  the Company announced that the Company and NEG
had not reached agreement on the terms of a definitive merger agreement by the
April 30, 1996 standstill deadline; however, both companies are continuing to
negotiate.  NEG is an independent oil and gas company with 1995 revenues of
approximately $7.9 million.

     The Company has recently focused its current efforts on the due diligence
process.  Accordingly, the development of proved undeveloped locations in 1996
may be temporarily delayed due to the above-mentioned factors;  however the
Company believes it can accomplish this development program, subject to
obtaining financing on a timely basis, in the last half of 1996 after a
determination  is made whether or not to pursue the combination.  See "General"
above.


                                      9


<PAGE>   12
PART II.    OTHER INFORMATION

Item 1.   Legal Proceedings

        A petition was filed in Oklahoma County District Court on July 25,
1995, against the Company and its directors by Bill V. Dean and Elliott
Associates, L.P. ("Elliott").  The suit purported to be a derivative action on
behalf of  the Company against the Board of Directors breach of fiduciary
duties in enacting a share rights plan, approving certain severance contracts
and policy, and proposing the Senior Note Offering.  No damages are being
sought against the Company.  The suit asks that the Company's share rights plan
and sevarance contracts and policy be invalidated, seeks an injunction against
the Company's Senior Note Offering and requests damages to the Company from the
directors in excess of $10,000.  In August 1995, the Company elected to defer
its proposed Senior Note Offering.  The Company filed a motion to dismiss
which was granted by the court in 1995 dismissing Elliott as plaintiff.  The
court granted Eilliott leave to file an amended petition.  Elliott declined to
file an amended petition and is appealing its dismissal to the Oklahoma Court
of Appeals.  The Company and its directors have filed their answer denying all
allegations.  The suit is currently in discovery. The Company believes the
derivative action is without merit and will vigourously defend against this
action.

        The Company and its subsidiaries are named defendants in lawsuits and
are involved from time to time in governmental proceedings, all arising in the
ordinary course of business.  Although the outcome of these lawsuits and
proceedings cannot be predicted with certainty, management does not expect
these matters will have a material adverse effect on the financial position of
the Company.

Item 3.   Defaults Upon Senior Securities

        See Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations, Long Term Debt.

Item 6.   Exhibits and reports on Form 8-K

     (a) (i)  Exhibit 11 - Computation of Earnings (Loss) Per Share

         (ii) Exhibit 27 - Financial Data Schedule

     (b)  No reports on Form 8-K were filed during the three months ended
          March 31, 1996.





                                      10

<PAGE>   13


                                  SIGNATURES

     Pursuant to the requirements of 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.

                                           ALEXANDER ENERGY CORPORATION



DATE    May 20, 1996                            /s/ Bob G. Alexander
     -----------------------          ------------------------------------------
                                             Bob G. Alexander, President
        
        
DATE    May 20, 1996                           /s/ David E. Grose
     -----------------------          ------------------------------------------
                                       David E. Grose, Vice President, Treasurer
                                             and Chief Financial Officer
        




                                      11

<PAGE>   14
                              INDEX TO EXHIBITS


EXHIBIT
NUMBER          DESCRIPTION
-------         -----------

  11            Computation of Earnings (Loss) Per Share

  27            Financial Data Schedule

<PAGE>   1
                                                                    EXHIBIT 11


                          ALEXANDER ENERGY CORPORATION

                    COMPUTATION OF EARNINGS (LOSS) PER SHARE
                   THREE MONTHS ENDED MARCH 31, 1995 AND 1996


<TABLE>
<CAPTION>
                                                            For the Three Months Ended March 31,
                                                            ------------------------------------
                                                                 1995                  1996   
                                                              ----------            ----------
     <S>                                                      <C>                   <C>       
     Weighted average common and common                                                       
       equivalent shares:                                                                     
      Common stock outstanding from                                                           
       beginning of period..........................          12,271,563            12,451,605
      Common stock issued...........................               1,053                19,569
      Common stock retired..........................                 ---              (14,868)
      Common stock equivalents......................                 ---                48,484
                                                              ----------            ----------
                                                                                              
                                                              12,272,616            12,504,790
                                                              ==========            ==========
                                                                                              
     Net income (loss) applicable to common stock...          $ (441,302)           $  199,600
                                                              ==========            ==========
                                                                                              
     Net income (loss) per common and common                                                  
      equivalent share..............................          $    (.04)            $      .02
                                                              ==========            ==========
</TABLE>





<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONDENSED
CONSOLIDATED BALANCE SHEET, CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10Q MARCH 31, 1996.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAR-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                       1,824,020
<SECURITIES>                                         0
<RECEIVABLES>                                4,007,860
<ALLOWANCES>                                         0
<INVENTORY>                                    385,952
<CURRENT-ASSETS>                             6,492,014
<PP&E>                                     134,210,125
<DEPRECIATION>                              51,932,658
<TOTAL-ASSETS>                              90,273,617
<CURRENT-LIABILITIES>                       12,795,322
<BONDS>                                     42,512,100
<COMMON>                                       373,709
                                0
                                          0
<OTHER-SE>                                  30,547,090
<TOTAL-LIABILITY-AND-EQUITY>                90,273,617
<SALES>                                      4,511,548
<TOTAL-REVENUES>                             5,110,238
<CGS>                                        1,220,281
<TOTAL-COSTS>                                4,807,813
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             919,722
<INCOME-PRETAX>                                302,425
<INCOME-TAX>                                   102,825
<INCOME-CONTINUING>                            199,600
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   199,600
<EPS-PRIMARY>                                      .02
<EPS-DILUTED>                                      .02
        

</TABLE>


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