<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- --- SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
OR
- --- 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 1-8715
CRYSTAL OIL COMPANY
-------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Louisiana 72-0163810
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
229 Milam Street, Shreveport, Louisiana 71101
- ---------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (318) 222-7791
---------------
NONE
-----------------------------------------------------------------------
(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
---- ----
Common Stock outstanding on August 8, 1995 2,640,042
------------------------
<PAGE>
CRYSTAL OIL COMPANY
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Part I
Item 1. Financial Statements
Consolidated Condensed Balance Sheets -
June 30, 1995 (Unaudited) and December 31, 1994 3
Consolidated Condensed Statements of Operations -
Three and Six Months Ended June 30, 1995 and 1994 (Unaudited) 4
Consolidated Condensed Statements of Cash Flows -
Six Months Ended June 30, 1995 and 1994 (Unaudited) 5
Notes to Consolidated Condensed Financial Statements
(Unaudited) 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Part II
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 16
</TABLE>
-2-
<PAGE>
CRYSTAL OIL COMPANY
CONSOLIDATED CONDENSED BALANCE SHEETS
($ in Thousands)
<TABLE>
<CAPTION>
June 30 December 31
ASSETS 1995 1994
---------- -----------
(Unaudited) (1)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 11,164 $75,541
Marketable securities 55,207 --
Accounts receivable - net 100 5,278
Prepaid expenses and other current assets 583 376
-------- -------
TOTAL CURRENT ASSETS 67,054 81,195
PROPERTY, PLANT AND EQUIPMENT - net 81,278 3,982
OTHER ASSETS
Restricted funds 1,868 6,563
Others 435 200
-------- -------
2,303 6,763
-------- -------
TOTAL ASSETS $150,635 $91,940
-------- -------
-------- -------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Note payable to bank $ 60,000 --
Current portion of long-term obligations 52 $ 60
Accounts payable and accrued expenses 2,571 5,412
-------- -------
TOTAL CURRENT LIABILITIES 62,623 5,472
LONG-TERM OBLIGATIONS 158 181
-------- -------
TOTAL LIABILITIES 62,781 5,653
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Senior preferred stock 148 148
Common stock 26 26
Additional paid-in capital 75,223 74,045
Retained earnings - Since January 1, 1987 12,457 12,068
-------- -------
TOTAL STOCKHOLDERS' EQUITY 87,854 86,287
-------- -------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $150,635 $91,940
-------- -------
-------- -------
<FN>
(1) The balance sheet at December 31, 1994, has been taken from the audited
financial statements at that date, and condensed.
</TABLE>
See accompanying notes to consolidated condensed financial statements.
-3-
<PAGE>
CRYSTAL OIL COMPANY
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
($ in Thousands Except Shares and Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
--------------------- --------------------
1995 1994 1995 1994
-------- --------- -------- --------
<S> <C> <C> <C> <C>
NET REVENUES
Crude oil and natural gas $ -- $ 7,105 $ -- $ 14,466
Gas storage 351 -- 351 --
Investment income 1,328 182 2,674 336
Other (373) 20 472 181
---------- ---------- --------- ----------
1,306 7,307 3,497 14,983
COSTS AND EXPENSES
Operating expense and taxes 160 2,867 271 5,679
General and administrative
expense 1,029 1,390 2,183 2,642
Interest and debt expense 177 733 177 1,469
Exploration cost -- 159 -- 2,173
Depreciation, depletion and
impairment 172 2,559 231 5,235
---------- ---------- --------- ----------
1,538 7,708 2,862 17,198
---------- ---------- --------- ----------
INCOME (LOSS) BEFORE PROVISION
IN LIEU OF INCOME TAXES (232) (401) 635 (2,215)
PROVISION IN LIEU OF INCOME
TAXES (BENEFIT) (93) (155) 246 (867)
---------- ---------- --------- ----------
NET INCOME (LOSS) $ (139) $ (246) $ 389 $(1,348)
---------- ---------- --------- ----------
---------- ---------- --------- ----------
WEIGHTED AVERAGE NUMBER OF
COMMON AND COMMON EQUIVALENT
SHARES OUTSTANDING 2,624,045 2,551,539 2,687,020 2,527,451
---------- ---------- --------- ----------
---------- ---------- --------- ----------
NET INCOME (LOSS) PER COMMON
AND COMMON EQUIVALENT SHARE $ (.05) $ (.10) $ .14 $ (.53)
---------- ---------- --------- ----------
---------- ---------- --------- ----------
</TABLE>
See accompanying notes to consolidated condensed financial statements.
-4-
<PAGE>
CRYSTAL OIL COMPANY
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
($ in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30
-----------------
1995 1994
---------- -------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 389 $ (1,348)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Amortization of discount on notes and
deferred financing cost -- 946
Net accretion of debt securities (1,340) --
Depreciation, depletion and impairment 231 5,235
Exploration expenses -- 2,173
Provision in lieu of income taxes (benefit) 246 (867)
Gain on sale of property, plant
and equipment (860) (11)
Decrease in accounts receivable 4,868 984
Decrease (increase) in prepaid expense and
other current assets (77) 15
Decrease in other assets 39 182
Decrease in accounts payable
and accrued expenses (3,167) (218)
---------- --------
Net cash provided by operating activities 329 7,091
---------- --------
Cash flows from investing activities:
Proceeds from sale of property, plant
and equipment 2,794 110
Capital expenditures (619) (6,699)
Acquisition of First Reserve Gas Company,
net of cash received (78,336) --
Purchases of marketable securities (70,245) --
Maturity of marketable securities 16,378 --
Reduction of restricted funds 4,695 --
Investment in Russian joint venture (274) (503)
---------- --------
Net cash used in investing activities (125,607) (7,092)
---------- --------
Cash flows from financing activities:
Reduction of long-term obligations (31) (2,813)
Increase in note payable to bank 60,000 --
Payment of financing costs -- (65)
Proceeds from issuance of common stock 932 --
Redemption of preferred stock -- (576)
---------- --------
Net cash provided by (used in) financing
activities 60,901 (3,454)
---------- --------
Net decrease in cash and cash equivalents (64,377) (3,455)
Cash and cash equivalents at beginning of period 75,541 18,389
---------- --------
Cash and cash equivalents at end of period $ 11,164 $14,934
---------- --------
---------- --------
</TABLE>
See accompanying notes to consolidated condensed financial statements.
-5-
<PAGE>
CRYSTAL OIL COMPANY
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Continued)
($ in Thousands)
(Unaudited)
Supplemental disclosures of cash flow information:
<TABLE>
<CAPTION>
Six Months Ended
June 30
-----------------
1995 1994
------- ------
<S> <C> <C>
Cash paid during the period for:
Interest, net of amounts capitalized $ -- $ 510
------- ------
------- ------
Income taxes $ 425 $ --
------- ------
------- ------
</TABLE>
See accompanying notes to consolidated condensed financial statements.
-6-
<PAGE>
CRYSTAL OIL COMPANY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
The consolidated condensed balance sheet of Crystal Oil Company and its
subsidiaries (the "Company") as of June 30, 1995, and the consolidated
condensed statements of operations for the three and six months and cash
flows for the six months ended June 30, 1995 and 1994, 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,
1995, and for all periods presented have been made.
There have been no changes in the accounting policies from those set
forth in Note A of the Notes to Consolidated Financial Statements included in
the Company's 1994 Annual Report on Form 10-K except as noted in Note 2 below.
Note 2. INVESTMENTS IN DEBT SECURITIES
Under the guidelines of Statement of Financial Accounting Standards No.
115, "Accounting for Certain Investments in Debt and Equity Securities",
management determines the appropriate classification of its investments in
marketable debt securities at the time of the purchase and reevaluates such
determination at each balance sheet date. At June 30, 1995, marketable debt
securities have been categorized as available for sale and as a result are
stated at fair value. Unrealized gains and losses are reported as an
adjustment to shareholders' equity.
At June 30, 1995, the Company's investments in debt securities were
classified in the Company's balance sheet as cash equivalents, marketable
securities and restricted funds. These investments are all highly liquid
debt instruments with a maturity of less than three months at the time of
purchase for investments classified as cash equivalents and restricted funds
and a maturity of less than one year but greater than three months at the
time of purchase for investments classified as marketable securities.
-7-
<PAGE>
The following is a summary of the estimated fair value of available for
sale securities by balance sheet classification at June 30, 1995:
<TABLE>
<CAPTION>
($ in thousands)
----------------
<S> <C>
Cash equivalents
Corporate investment grade debt securities $ 8,937
----------
----------
Marketable securities
U. S. Treasury bills $ 10,222
Corporate investment grade debt securities 44,985
----------
$ 55,207
----------
----------
Restricted funds
U. S. Government agency securities $ 1,868
----------
----------
</TABLE>
The estimated fair value of each investment approximates the amortized
cost, and therefore, there are no unrealized gains or losses as of June 30,
1995.
Note 3. PROVISION IN LIEU OF INCOME TAXES
As a result of the Company's quasi-reorganization accounting treatment,
the benefits of utilizing the net operating loss carryforwards and income tax
credits accumulated prior to the Company's reorganization are credited to
additional paid-in capital and are reported as a provision in lieu of income
taxes in the statement of operations for financial reporting purposes.
Note 4. COMMITMENTS AND CONTINGENCIES
The Company currently has outstanding approximately $6.2 million in
standby letters of credit that relate to certain tax benefits transferred
pursuant to safe harbor lease transactions. The Company's obligations with
respect so these letters of credit are secured by approximately $1.9 million
in cash equivalents, which have been classified as non-current assets on the
consolidated balance sheet of the Company at June 30, 1995.
In 1991, the Company was named, among others, as a potentially
responsible party for environmental cleanup and received an informational
request concerning a refinery located in Indiana, which was constructed in
1946 and was owned by a now dissolved subsidiary of the Company for a period
of approximately four years during the 1970's. The future
environmental-related costs, if any, concerning this matter are presently
indeterminable.
In July 1979, a suit styled "ABG Oil Company et al vs. The Charter
Company, Charter Oak Company, and Crystal Exploration and Production
Company", was filed in the Circuit Court of the Eleventh Judicial Circuit in
and for Dade County, Florida. The Plaintiff alleges breach of contract,
breach of fiduciary duty, mismanagement and fraud in connection with the
operation of Caloosa 1974 Limited Partnership and claims compensatory damages
of $10 million, punitive damages in an undetermined amount, interest and
costs of litigation. In recent years, the suit has been generally inactive
and the Company believes that the likelihood of a recovery, if any, by
Plaintiff in a material amount is remote.
-8-
<PAGE>
Note 5. EARNINGS PER SHARE
Earnings (loss) per common share were computed by dividing net income
(loss) by the weighted average number of shares of Common Stock and Common
Stock equivalents outstanding during the periods presented. The Senior
Preferred Stock, all classes of the Company's warrants and employee stock
options have been considered to be the equivalent of Common Stock for all
periods presented. The Non-Interest Bearing Convertible Notes due 1997 were
considered a common stock equivalent in the three and six months ended June
30, 1994, but were not assumed to be converted and all the Common Stock
equivalents were not assumed to be converted in the three months ended June
30, 1995, and in the three and six months ended June 30, 1994, because the
result thereof would be anti-dilutive. The Senior Preferred Stock and all
employee stock options were assumed converted in the six months ended June
30, 1995. No warrants were assumed converted during the periods presented
because the effective exercise prices were greater than the average market
price of the Common Stock. Earnings per common share, assuming full
dilution, was determined on the same basis as primary earnings per common
share for each of the three and six months ended June 30, 1995 and 1994.
Note 6. ASSET DISPOSITIONS
The Company recognized a net gain of approximately $477 thousand during
the first quarter of 1995 from its ownership interest in four crude oil and
natural gas drilling partnerships as a result of the sale of all of the
partnerships' crude oil and natural gas properties and related assets to
Apache Corporation. Pursuant to the partnership agreements, the disposition
transactions resulted in the liquidation of the partnerships and the Company
received proceeds in the aggregate amount of $832 thousand in April 1995. In
addition, the Company received $1.3 million in April 1995 ($800 thousand of
which related to crude oil and natural gas properties) relating to the final
post-closing adjustment procedure for its disposition transaction effected
with Apache Corporation on December 30, 1994. The Company accounted for the
anticipated effect of the final settlement in the Company's financial
statements as of December 31, 1994.
During the six months ended June 30, 1995, the Company sold its interest
in an exploratory project, a producing property in South Texas, various
non-producing properties and surplus equipment and inventory for an aggregate
consideration of approximately $1.1 million. The sale of the exploratory
project and producing and non-producing properties resulted in a net gain of
approximately $383 thousand during the six months ended June 30, 1995. No
gain or loss was recognized on the surplus equipment and inventory sale.
Other income for the six months ended June 30, 1995, included a
non-recurring charge of $421 thousand incurred in the second quarter of 1995
relating to severance and other costs associated with the reduction of the
Company's staff. The charge was made as an offset to the gains on sales of
crude oil and natural gas properties recorded in the first quarter of 1995
and as an extension of the restructuring plan contemplated in connection with
the sale of crude oil and natural gas assets in the fourth quarter of 1994.
-9-
<PAGE>
Note 7. ACQUISITION
On June 19, 1995, the Company acquired First Reserve Gas Company
("FRGC"), a natural gas storage company with facilities in Hattiesburg,
Mississippi, for approximately $78 million, subject to certain adjustments.
The acquisition was funded with approximately $18 million of the Company's
available cash and borrowings under a $60 million bridge loan due on October
16, 1995 (see Note 8). FRGC's storage facility consists of three salt-dome
caverns with a total capacity of 5.5 billion cubic feet ("Bcf") of natural
gas, of which approximately 3.5 Bcf consists of working gas and approximately
2.0 Bcf consists of base gas. FRGC's facility interconnects with Transco,
Koch Gateway, Tennessee Gas and AIM pipelines.
The acquisition has been accounted for in accordance with the "purchase
method" of accounting, and accordingly, the results of operations of FRGC
are included in the Company's consolidated statement of operations from the
acquisition date.
The following supplemental unaudited proforma information reflects
condensed results of operations of the Company as though FRGC had been
acquired at the beginning of the periods presented and as though the
disposition of substantially all of the Company's crude oil and natural gas
properties (which occurred on December 30, 1994) had occurred as of January
1, 1994, in order to aid in the comparability of the proforma information.
Such information does not purport to be indicative of the results of
operations of the Company that would actually have occurred had FRGC been
acquired as of the beginning of the respective periods, had substantially all
of the Company's crude oil and natural gas properties been sold as of January
1, 1994, or of the future results of operations that will be obtained from
the acquisition.
<TABLE>
<CAPTION>
Pro Forma
Six Months Ended
--------------------------------
June 30, 1995 June 30, 1994
-------------- -------------
(In thousands except
Per Share Amounts)
<S> <C> <C>
Total Revenues $8,549 $6,422
--------- ---------
--------- ---------
Net Income $1,433 $ 502
--------- ---------
--------- ---------
Income per Common and Common
Stock Equivalent Share
Primary $ .53 $ .19
--------- ---------
--------- ---------
Fully diluted $ .53 $ .19
--------- ---------
--------- ---------
</TABLE>
Note 8. FINANCING AGREEMENT
On June 16, 1995, the Company entered into a Term Note and Agreement
(the "Term Note") with a commercial bank which provided a $60 million
short-term loan for the acquisition of FRGC. The Term Note has a maturity
date of October 16, 1995, and is expected to be refinanced by the end of the
third quarter of 1995 with longer term non recourse debt or other non
recourse financing, including a possible sale of future receivables. The
interest rate of the Term Note is based on the Eurodollar Rate (as defined)
plus 1%.
-10-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following should assist in a further understanding of the Company's
financial condition as of June 30, 1995, as well as changes in the Company's
operating results. The notes to the Company's Consolidated Condensed
Financial Statements included in this report, as well as the Company's Annual
Report on Form 10-K for the year ended December 31, 1994, should be read in
conjunction with this discussion.
General
In the fourth quarter of 1994, the Company disposed of substantially all
of its domestic crude oil and natural gas properties for an aggregate net
cash consideration of approximately $95.0 million, including $1.3 million
received in April 1995 as a post-closing purchase price adjustment. Although
the Company retained various crude oil and natural gas exploratory prospects
and its interest in a crude oil enhancement project being pursued in the
former Soviet Union, the disposition of the Company's producing crude oil and
natural gas properties resulted in an elimination of all its historic
revenues from the sale of crude oil and natural gas.
On June 19, 1995, the Company acquired First Reserve Gas Company
("FRGC"), a natural gas storage company with facilities in Hattiesburg,
Mississippi, for approximately $78 million, subject to certain adjustments.
The acquisition was funded with approximately $18 million of the Company's
available cash and borrowings under a $60 million bridge loan due on October
16, 1995. The Company currently intends to refinance this loan on a long
term basis utilizing nonrecourse and other similar financing. FRGC's storage
facility consists of three salt-dome caverns with a total capacity of 5.5
billion cubic feet ("Bcf") of natural gas, of which approximately 3.5 Bcf
consists of working gas and approximately 2.0 Bcf consists of base gas.
FRGC's facility interconnects with Transco, Koch Gateway, Tennessee Gas and
AIM pipelines.
As of June 30, 1995, the Company had available to it more than $66
million in cash and other liquid assets for future acquisitions. Such
acquisitions will focus on income generating businesses and assets without
limitation on the type of business or industry. Future acquisitions will
likely involve a combination of the use of a portion of the Company's
available cash and debt or other financing. To the extent possible, the
Company will seek to limit the recourse of any financing to the business and
assets acquired. The Company may also seek to finance future acquisitions
with additional equity if desirable.
As a result of the significant changes the Company has undergone since
the disposition of its crude oil and natural gas properties to Apache
Corporation in December 1994, the results of operations for the periods
presented herein may not be comparable.
-11-
<PAGE>
Liquidity Capital Resources
At June 30, 1995, the Company had marketable securities of approximately
$55.2 million and cash and cash equivalents of approximately $11.2 million
compared to $75.5 in cash and cash equivalents at December 31, 1994. The
reduction in cash and cash equivalents from December 31, 1994, reflects the
investment of the Company's net proceeds from the sale of its crude oil and
natural gas properties in 1994 to purchase marketable securities and to fund
a portion of the Company's acquisition of FRGC. The Company also had $1.9
million in restricted funds at June 30, 1995, securing certain outstanding
letters of credit.
As described above, on June 19, 1995, the Company acquired FRGC. In
connection with this acquisition, the Company borrowed $60 million in the
form of a bridge loan due on October 16, 1995. The Term Note is expected to
be refinanced by the end of the third quarter of 1995 with longer term non
recourse debt or other non recourse financing, including a possible sale of
future receivables. To the extent such financing were not to become
available by the maturity date of the bridge loan, the Company believes that
alternative financing would be available. Further, the Company has sufficient
liquid assets to repay the loan in the event that the loan were not to be
refinanced.
The borrowings effected to consummate the acquisition of FRGC resulted
in an increase in the Company's current liabilities from $5.5 million at
December 31, 1994, to $62.6 million at June 30, 1995. At June 30, 1995, the
Company's working capital position declined from $75.7 million at December
31, 1994, to $4.4 million. This decline was primarily related to the
increase in the Company's current liabilities.
Pending the redeployment of the Company's available funds, the Company
is investing its cash primarily in short term United States government and
agency securities and investment grade commercial paper having maturities of
up to one year. The Company believes that these securities do not present
any material risks with respect to its liquidity, operations or financial
position.
The Company believes that it has sufficient capital resources available
to it to conduct its ongoing operations and to pursue new acquisitions and
other opportunities. Future acquisitions may require additional borrowings
and the issuance of equity.
Results of Operations
General
The Company recorded net income of $389 thousand, $.14 per share, for
the six months ended June 30, 1995, and a net loss of $139 thousand, $.05 per
share, for the three months ended June 30, 1995, compared to a net loss of
$1.3 million, $.53 per share, and $246 thousand, $.10 per share, for the
comparative periods in 1994. Revenues for the three and six months ended
June 30, 1995, were primarily attributable to interest income from the
investment of the Company of cash received on the disposition of its crude
oil and natural gas properties in late 1994. Results for 1995 also included a
net gain of approximately $.9 million from the sale of assets in the first
quarter and a charge of $421 thousand during the second quarter for severance
and other related expenses associated with the reduction in the Company's
staff. The charge for severance and
-12-
<PAGE>
related expenses was recorded as an offset to the gains on sales of crude oil
and natural gas properties recorded in the first quarter of 1995 and as an
extension of the restructuring plan contemplated in connection with the sale
of crude oil and natural gas properties in the fourth quarter of 1994. The
Company did not reflect any sales of crude oil and natural gas during the
three and six months ended June 30, 1995, due to the disposition of its crude
oil and natural gas properties. The sale of crude oil and natural gas for
the three and six months ended June 30, 1994, were $7.1 million and $14.5
million, respectively.
The Company recognized $351 thousand in revenues from gas storage
activities during the period of June 19, 1995, through June 30, 1995, as a
result of its acquisition of FRGC. Future results are expected to benefit
from additional gas storage revenues as the operations of FRGC are
consolidated with those of the Company. Operating expenses for the three and
six months ended June 30, 1995, included $50 thousand associated with the
Company's newly acquired gas storage operations. Operating expenses for the
comparable 1994 period primarily related to crude oil and natural gas
exploration and production activities.
Investment Income
The Company's investment income for the three and six month periods
ended June 30, 1995, were approximately $1.3 million and $2.7 million,
respectively, compared to approximately $182 thousand and $336 thousand,
respectively, for the comparative periods in 1994. The level of investment
income for the first half of 1995 reflects the average investment in debt
securities of approximately $79.3 million. Average interest rate received by
the Company during the six months ended June 30, 1995, was 6.41%. The
Company's investments of its liquid assets are currently in investment grade
commercial paper and short term government securities.
Other Income
Other income for the six months ended June 30, 1995, included a net gain
of $860 thousand from the disposition of the Company's proportionate share of
the net proceeds of asset sales from the Company's partnerships, the sale of
an exploratory prospect and the final liquidation and disposition of various
surplus equipment and inventory. As noted above, other income for the three
and six months ended June 30, 1995, included a non-recurring charge of $421
thousand incurred in the second quarter of 1995 relating to severance and
other costs associated with the reduction of the Company's staff. The charge
was made as an offset to the gains on sales of crude oil and natural gas
properties recorded in the first quarter of 1995 and as an extension of the
restructuring plan contemplated in connection with the sale of crude oil and
natural gas assets in the fourth quarter of 1994. Other income for the six
months ended June 30, 1994, was $181 thousand.
Depreciation, Depletion and Impairment
Depreciation, depletion and impairment declined substantially in the
three and six month periods ended June 30, 1995, to $172 thousand and $231
thousand, respectively, from $2.6 million and $5.2 million, respectively, for
the comparative periods in 1994. Such declines were attributable to the
Company's 1994 property disposition.
-13-
<PAGE>
Interest and Debt Expense
The Company incurred interest and debt expense of $177 thousand for the
three and six month periods ended June 30, 1995, as a result of the borrowing
of $60 million on June 16, 1995, for the acquisition of FRGC. The Company had
no interest and debt expense in the first quarter of 1995 due to the
repayment of substantially all of its outstanding debt at year end 1994.
Interest and debt expense for the three and six month periods ended June 30,
1994, were $733 thousand and $1.5 million, respectively.
Interest and debt expense are expected to increase during the third
quarter of 1995 due to an increase in outstanding borrowings associated with
the Company's acquisition of FRGC. Interest and debt expense in future
quarters will be dependent upon the specific form in which the Company
refinances its acquisition debt for FRGC as well as other financings that may
be effected in the future for acquisitions.
General and Administrative Expense
The Company's general and administrative expense for the three and six
month periods ended June 30, 1995, decreased approximately $361 thousand and
$459 thousand, respectively, as compared to the same periods in 1994. The
decrease in general and administrative expenses reflected the reduction in
the Company's staff following the disposition of its crude oil and natural
gas properties in late 1994. The staff reductions continued through the
first two quarters of 1995 as the Company completed various post-closing
matters associated with the sale. The staff reductions are now substantially
complete. The decline in general and administrative expenses realized during
the first two quarters of 1995 were partially offset by certain transitional
expenses and costs relating to the Company's Russian operations. The
Company, however, has recently taken actions to reduce its expenses relating
to its Russian operations. General and administrative expense also included
approximately $118 thousand for the settlement of various lawsuits during the
first quarter of 1995.
Taxes and Quasi-Reorganization Adjustment
The results for the six month period ended June 30, 1995, included a
provision in lieu of income taxes of $246 thousand and for the three month
period ended June 30, 1995, included an income tax benefit of $93 thousand.
The Company had an income tax benefit for the three and six month periods
ended June 30, 1994, of $155 thousand and $867 thousand, respectively.
The provision in lieu of income taxes is an accounting charge required
by virtue of the Company's quasi-reorganization in 1986 and requires the
Company to record a non-cash charge in an amount equal to the deferred income
taxes that the Company would have recognized had it not been able to utilize
its net operating loss carryforwards against such income taxes. Because the
provision in lieu of income taxes primarily represents a charge that will not
be required to be paid by the Company in the future, stockholders' equity is
increased by the benefit realized by the Company for the use of its net
operating loss carryforwards against such assumed income taxes.
-14-
<PAGE>
PART II: OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The annual meeting of shareholders was held on May 25, 1995, in
Shreveport, Louisiana. Two proposals were submitted to shareholders as
described in the Company's Proxy Statement dated April 25, 1995, and were
voted upon and approved by shareholders at the meeting. The table below
briefly describes the proposals and results of the shareholders votes.
<TABLE>
<CAPTION>
Votes in Votes
Favor Withheld/Against
--------- ----------------
<S> <C> <C>
Shareholder proposal for election of six
directors from nominees named below:
J. N. Averett, Jr. 2,101,078 1,670
George P. Giard, Jr. 2,101,098 1,650
Gary S. Gladstein 2,100,988 1,760
Robert B. Hodes 2,101,087 1,661
Donald G. Housley 2,101,098 1,650
Lief D. Rosenblatt 2,101,038 1,710
</TABLE>
<TABLE>
<CAPTION>
Votes in Votes
Favor Against Abstain
---------- ------- -------
<S> <C> <C> <C>
Shareholder proposal for ratification
of appointment of independent auditors 2,102,335 161 252
</TABLE>
There were no broker non votes.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
2.1 Purchase and Sale Agreement dated November 6, 1994, between
Crystal Oil Company as Seller and Apache Corporation as
Buyer (Reference is made to Report of Form 10-Q filed by
the Company for the period ended September 30, 1994).
3.1 Amended and Restated Articles of Incorporation of the Company,
as amended. (Reference is made to Report on Form 10-K filed
by the Company for the period ended December 31, 1993).
3.2 By-laws of the Company, as amended through January 29, 1988
(Reference is made to Report on Form 10-K filed by the
Company for the period ended December 31, 1987).
4.1 Credit Agreement dated March 31, 1995, (the "Credit
Agreement"), between the Company and Bankers Trust Company,
Morgan Guaranty Trust Company of New York and Texas Commerce
Bank, National Association (Reference is made to Report on
Form 10-Q filed by the Company for the period ended
March 31, 1995).
*4.2 Term and Note Agreement dated June 16, 1995, between
the Company and Texas Commerce Bank, National Association.
-15-
<PAGE>
4.3 Guarantee Agreement dated December 15, 1992, by Vermilion Bay
Land Company in favor of Bankers Trust Company, individually
and as Agent for the others Lenders as defined in the Credit
Agreement (Reference is made to Report on Form 10-K filed
by the Company for the period ended December 31, 1992).
4.4 Guarantee Agreement dated as of December 15, 1992, by Crystal
Exploration and Production Company in favor of Bankers Trust
Company, individually and as Agent for the other Lenders as
defined in the Credit Agreement. (Reference is made to
Report on Form 10-K filed by the Company for the period
ended December 31, 1992).
4.5 Security Agreement (contract rights) dated as of December 15,
1992, between Crystal Oil Company and Bankers Trust Company,
as Agent for itself and the other financial institutions
now or hereafter parties to the Credit Agreement (Reference
is made to Report on Form 10-K filed by the Company for
the period ended December 31, 1992).
4.6 Security Agreement (stock pledge) dated as of December 15,
1992, between Crystal Oil Company and Bankers Trust Company,
as Agent for itself and the other financial institutions now
or hereafter parties to the Credit Agreement (Reference is
made to Report on Form 10-K filed by the Company for the
period ended December 31, 1992).
4.7 Indenture of Mortgage, Deed of Trust, Assignment and Security
Agreement dated as of December 31, 1986, between the Company
and IBJ Schroder Bank & Trust Company (Reference is made to
Exhibit 2(a) to the Report on Form 8-A filed by the Company
on February 12, 1987).
4.8 First Supplemental Indenture of Mortgage, Deed of Trust,
Assignment and Security Agreement dated as of October 10,
1988, between the Company and IBJ Schroder Bank & Trust
Company and George R. Sievers (Reference is made to Report
on Form 10-Q filed by the Company for the period ended
September 30, 1988).
4.9 Form of Non-Interest Bearing Convertible Note due 1997
(Reference is made to Report on Form 10-K filed by the
Company for the period ended December 31, 1989).
4.10 Article IV of the Amended and Restated Articles of
Incorporation of the Company (Reference is made to Exhibit
3.1 contained herein).
4.11 Amended and Restated Warrant Agreement dated as of January 1,
1987, between the Registrant and RepublicBank Dallas,
National Association relating to the $.075 Warrants
(Reference is made to Exhibit 2(c) to the Report on
Form 8 filed by the Company on April 6, 1987).
-16-
<PAGE>
4.12 Amended and Restated Warrant Agreement dated as of January 1,
1987, between the Registrant and RepublicBank Dallas,
National Association relating to the $.10 Warrants
(Reference is made to Exhibit 2(d) to the Report on Form
8 filed by the Company on April 6, 1987).
4.13 Amended and Restated Warrant Agreement dated as of January 1,
1987, between the Registrant and RepublicBank Dallas,
National Association relating to the $.125 Warrants
(Reference is made to Exhibit 2(e) to the Report on Form
8 filed by the Company on April 6, 1987).
4.14 Amended and Restated Warrant Agreement dated as of January 1,
1987, between the Registrant and RepublicBank Dallas,
National Association relating to the $.15 Warrants
(Reference is made to Exhibit 2(f) to the Report on Form
8 filed by the Company on April 6, 1987).
4.15 Amended and Restated Warrant Agreement dated as of January 1,
1987, between the Registrant and RepublicBank Dallas,
National Association relating to the $.25 Warrants
(Reference is made to Exhibit 2(g) to the Report on Form
8 filed by the Company on April 6, 1987).
10.1 Form of Indemnity Agreement between the Company and each of
its directors and executive officers (Reference is made to
Report on Form 10-K filed by the Company for the period
ended December 31, 1989).
(a) 10.2 Employment Agreement dated August 22, 1989, as amended between
the Company and J. N. Averett, Jr. (Reference is made to
Report on Form 10-K filed by the Company for the period
ended December 31, 1989).
(a) 10.3 Crystal Oil Company Employee Stock Option Plan and Form of
Option Agreement dated March 23, 1992, as amended through
May 27, 1993, between the Company and its executives.
(Reference is made to Report of Form 10-K filed by the
Company for the period ended December 31, 1993).
(a) 10.4 Crystal Oil Company Employee Stock Ownership Plan dated
January 1, 1993, between the Company and its employees
(Reference is made to Report on Form 10-K filed by the
Company for the period ended December 31, 1992).
(a) 10.5 First Amendment to the Crystal Oil Company Employee Stock
Ownership Plan dated July 21, 1993. (Reference is made to
Report on Form 10-K filed by the Company for the period
ended December 31, 1993).
(a) 10.6 Form of Executive Compensation and Severance Agreement dated
November 10, 1994, between the Company and the Executives.
(Reference is made to Report on Form 10-Q filed by the
Company for the period ended September 30, 1994).
-17-
<PAGE>
10.7 Stock Purchase Agreement dated May 2, 1995, between the
Company as Purchaser and First Reserve Secured Energy
Assets Fund, Limited Partnership and First Reserves
Fund V, Limited Partnership as Sellers (Reference is made
to Report on Form 10-Q filed by the Company for the period
ended March 31, 1995).
*11 Computation of Earnings (Loss) Per Common Share.
27 Financial Data Schedule
(b) Reports on Form 8-K
None
- -------------------------------------------
(a) Management Incentive Compensation Plans
* Filed herein
-18-
<PAGE>
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, on the 9th day of August 1995.
CRYSTAL OIL COMPANY
BY: /S/ J. N. AVERETT, JR.
------------------------------------
J. N. Averett, Jr.
President
and Director
(Principal Executive Officer)
BY: /S/ J. A. BALLEW
-------------------------------
J. A. Ballew
Senior Vice President,
Treasurer, and
Chief Financial Officer
BY: /S/ PAUL E. HOLMES
-------------------------------
Paul E. Holmes
Vice President/Controller
(Principal Accounting Officer)
-19-
<PAGE>
TERM NOTE AND AGREEMENT
$60,000,000 June 16, 1995
CRYSTAL OIL COMPANY (the "BORROWER"), a Louisiana
corporation, with offices at 229 Milam Street, Shreveport,
Louisiana 71101, for value received, promises and agrees to pay
on or before October [16], 1995 (the "FINAL MATURITY DATE"), to
the order of TEXAS COMMERCE BANK NATIONAL ASSOCIATION (the
"BANK") at its banking quarters at 712 Main Street, Houston,
Texas 77002, the principal sum of SIXTY MILLION DOLLARS AND
NO/100 ($60,000,000), or so much thereof as may at such time be
outstanding as shown on the schedule attached hereto and any
continuation of such schedule. Subject to and upon the terms and
conditions herein set forth, the Bank agrees to make, on June 16,
1995 (the "CLOSING DATE"), loans to the Borrower; PROVIDED,
HOWEVER, the aggregate principal amount of all loans at any one
time outstanding hereunder shall not exceed $60,000,000 (the
"COMMITMENT"). Within the foregoing limits and subject to the
other terms and conditions hereof, the Borrower may obtain loans
hereunder, repay or prepay, but not reborrow, such loans.
INTEREST
In addition to the principal sum referred to in the first
paragraph of this Note, the Borrower also agrees to pay interest
on all amounts hereof so advanced and remaining unpaid from time
to time from the date of advance until maturity at a varying rate
equal to the following, at the option of the Borrower:
(a) BASE RATE. A rate per annum which shall be, for
any day, equal to the Base Rate in effect on such day, but
in no event to exceed the Highest Lawful Rate (as
hereinafter defined in the section entitled "Interest
Provisions"). The term "BASE RATE" shall mean the higher of
(i) the Prime Rate in effect on such day or (ii) one-half of
one percent (1/2%) plus the Federal Funds Rate in effect for
such day (rounded upwards, if necessary, to the nearest
1/16th of 1%), but in no event to exceed the Highest Lawful
Rate. For purposes hereof, "PRIME RATE" shall mean the rate
of interest most recently announced publicly by the Bank,
from time to time, as its prime rate, which rate shall
fluctuate; provided that, the Prime Rate is a reference rate
and does not necessarily represent the lowest rate charged
to any customer by the Bank. Adjustments in the varying
interest rate shall be made on the same day as each change
announced in the Prime Rate and, to the extent allowed by
law, on the effective date of any change in the Highest
Lawful Rate. "FEDERAL FUNDS RATE" shall mean, for any
period, a fluctuating interest rate per annum equal for each
day during such period to the weighted average of the rates
on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as
published for such day (or, if such day is not a Business
Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so
published for any day which is a Business Day, the average
of the quotations for such day on such transactions received
by the Bank from three Federal funds brokers of recognized
standing selected by it. For purposes of this Note, any
change in the Base Rate due to a change in the Federal Funds
Rate or the Prime Rate shall be effective on the effective
date of such change in the Federal Funds Rate or the Prime
<PAGE>
Rate, as the case may be. If for any reason the Bank shall
have determined (which determination shall be conclusive and
binding, absent manifest error) that it is unable to
ascertain the Federal Funds Rate for any reason, including
but not limited to the inability of the Bank to obtain
sufficient bids or publications in accordance with the terms
hereof, the Base Rate shall be the Prime Rate until the
circumstances giving rise to such inability no longer exist;
or
(b) EURODOLLAR RATE. A rate per annum which
shall be the sum of the relevant Eurodollar Rate plus
one percent (1%), but in no event to exceed the Highest
Lawful Rate. For purposes hereof, "EURODOLLAR RATE"
shall mean the offered quotation, if any, to
first-class banks in the Eurodollar market selected by
the Bank in its sole desctetion for United States
dollar deposits of amounts in funds comparable to the
principal amount of the Eurodollar loan to which such
Eurodollar Rate is to be applicable with maturities
comparable to the Interest Period (as hereinafter
defined) for which such Eurodollar Rate will apply as
of approximately 10:00 a.m. (Houston time) two Business
Days (as hereinafter defined) prior to the commencement
of such Interest Period.
In connection with each borrowing of Eurodollar loans, the
Borrower shall elect an interest period (the "INTEREST PERIOD")
to be applicable to such borrowing, which Interest Period shall
begin on and include, as the case may be, the date selected by
the Borrower as shown on the schedule attached hereto, the
conversion date or the date of expiration of the then current
Interest Period applicable thereto, and end on but exclude the
date which is one month thereafter, as selected by the Borrower;
PROVIDED that:
(a) BUSINESS DAYS. If any Interest Period would
otherwise expire on a day which is not a Business Day, such
Interest Period shall expire on the next succeeding Business
Day, provided, further, that if any Interest Period (other
than in respect of a Borrowing of Eurodollar loans the
Interest Period of which is expiring pursuant to the
provision herein entitled "Illegality") would otherwise
expire on a day which is not a Business Day but is a day of
the month after which no further Business Day occurs in such
month, such Interest Period shall expire on the next
preceding Business Day. For purposes hereof, "BUSINESS DAY"
shall mean any day excluding Saturday, Sunday and any other
day on which banks are required or authorized to close in
New York, New York or Houston, Texas AND, if the applicable
Business Day relates to Eurodollar loans, on which trading
is carried on by and between banks in United States dollar
deposits in the applicable interbank Eurodollar market;
(b) MONTH END. Any Interest Period which begins
on the last Business Day of a calendar month (or on a
day for which there is no numerically corresponding day
in the calendar month at the end of such Interest
Period) shall, subject to clause (c) below, end on the
last Business Day of a calendar month;
(c) PAYMENT LIMITATIONS. No Interest Period
shall extend beyond any date that any principal payment
or prepayment is scheduled to be due unless the
aggregate principal amount of borrowings which are
borrowings of Base Rate loans
2
<PAGE>
or which have Interest Periods which will expire on or
before such date, less the aggregate amount of any other
principal payments or prepayments due during such Interest
Period, is equal to or in excess of the amount of such principal
payment or prepayment; and
(d) MATURITY DATES. No Interest Period shall
extend beyond the Final Maturity Date.
Interest on each loan shall accrue from and including the
date of such loan to but excluding the date of payment in full
thereof. Interest on each Eurodollar loan shall be payable on
the last day of each Interest Period applicable thereto and on
any prepayment (on the amount prepaid), at maturity (whether by
acceleration or otherwise) and, after maturity, on demand.
Accrued interest on Base Rate loans shall be due and payable on
the day which occurs three months after the date hereof and at
maturity (whether by acceleration or otherwise) and, after
maturity, on demand.
Overdue principal and, to the extent permitted by law,
overdue interest in respect of each loan and all other amounts
owing hereunder shall bear interest for each day that such
amounts are overdue at a varying rate per annum equal to three
percent (3%) above the Base Rate, but in no event to exceed the
Highest Lawful Rate.
All computations of interest shall be made on the basis of a
year of 360 days (unless such calculation would result in a
usurious rate, in which case interest shall be calculated on the
basis of a year of 365 or 366 days, as the case may be) in the
case of Eurodollar loans and Base Rate loans for which the
Federal Funds Rate is applicable, and 365 or 366 days (as the
case may be) in the case of Base Rate loans for which the Prime
Rate is applicable, if any, in each case for the actual number of
days (including the first day but excluding the last day)
occurring in the period for which such interest are payable.
BORROWINGS, CONTINUATIONS AND CONVERSIONS
Whenever the Borrower desires to make a borrowing hereunder
it shall give the Bank written or telecopy notice by 11:00 am
(Houston time), in the case of a Eurodollar loan, three Business
Days and, in the case of a Base Rate loan, one Business Day, in
advance of such borrowing. Each request for a borrowing shall
specify (i) the aggregate principal amount of the loans to be
made pursuant to such borrowing, (ii) the date of the borrowing
(which shall be a Business Day), (iii) whether the loans being
made pursuant to such borrowing are to be Base Rate loans or
Eurodollar loans, (iv) in the case of Eurodollar loans, the
Interest Period applicable thereto and (v) a certification from a
responsible officer of the Borrower that (A) no Event of Default
has occurred and is continuing under this Note and (B) the
representations and warranties contained in the Note are true and
correct in all material respects on and as of the date of such
borrowing. Any portion of the Commitment not utilized on the
Closing Date shall be permanently cancelled.
The Borrower may elect to continue all or any part of any
borrowing of Eurodollar loans beyond the expiration of the then
current Interest Period relating thereto by providing the Bank at
3
<PAGE>
least three Business Day's written or telecopy notice of such
election, specifying the Eurodollar loan or portion thereof to be
continued and the Interest Period therefor. In the absence of
such a timely and proper election with regard to Eurodollar
loans, the Borrower shall be deemed to have elected to convert
such Eurodollar loan to a Base Rate loan as provided herein.
All or part of any Eurodollar loan may be continued as
provided herein, provided that any continuation of such loan
shall not be (as to each loan as continued for an applicable
Interest Period) less than $5,000,000 and shall be in an integral
multiple of $1,000,000.
If no Event of Default (as hereinafter defined) shall have
occurred and be continuing, each Eurodollar loan may be continued
or converted as provided in this section. If an Event of Default
shall have occurred and be continuing, the Borrower shall not
have the option to elect to continue any such Eurodollar loan or
to convert Base Rate loans into Eurodollar loans.
The Borrower may elect to convert any Eurodollar loan on the
last day of the then current Interest Period relating thereto to
a Base Rate loan by providing the Bank with at least one Business
Day's written or telecopy notice of such election.
The Borrower may elect to convert any Base Rate loan at any
time or from time to time to a Eurodollar loan by providing the
Bank at least three Business Day's written or telecopy notice of
such election, specifying each Interest Period therefor.
All or any part of the outstanding loans may be converted as
provided herein, provided that any conversion of such loans shall
not result in a borrowing of Eurodollar loans in an amount less
than $5,000,000 and in integral multiples of $1,000,000.
FACILITY FEE
The Borrower shall pay the Bank on the Closing Date a
facility fee equal to one-quarter of one percent (1/4%) of the
total Commitment.
PREPAYMENT AND REPAYMENT OF LOANS
Simultaneously with the closing of the securitization
described on Exhibit A hereto (or any substantially similar
transaction), the Borrower shall prepay to the Bank an aggregate
principal amount of this Note.
The Borrower may, at its option, at any time and from time
to time, prepay the principal amount of this Note, in whole or in
part, without premium or penalty (other than funding losses, if
any, resulting from such prepayment being made other than on the
last day of an Interest Period with respect to any Eurodollar
loan as provided in the section hereof entitled "Funding
Losses"), upon giving, in the case of a Eurodollar loan, three
Business Days' prior written notice to the Bank, and, in the case
of a Base Rate loan, if any, one Business Day's prior written
notice to the Bank.
4
<PAGE>
Such notice shall specify the date and amount of prepayment
and the loan or loans (including an indication of whether the
loan is a Base Rate loan or a Eurodollar loan) to which such
prepayment is to be applicable. The payment amount specified in
such notice shall be due and payable on the date specified. Each
such prepayment shall be in the minimum principal amount of $5,000,000
and in integral multiples of $1,000,000 or in the aggregate balance
outstanding on the Note.
Subject to any loan being prepaid or extended, the Borrower
shall pay to the Bank the unpaid principal amount of (i) each
Eurodollar loan on the last day of the Interest Period in respect
of such loan and (ii) each Base Rate loan on or before the Final
Maturity Date.
The Bank may record all loans and all payments and
prepayments hereunder on account of principal and interest on the
schedule attached hereto (and any continuations to such schedule
as may be necessary). The failure of the Bank to record any such
amounts shall not diminish or impair the Borrower's obligation to
repay all principal advanced and to pay all interest accruing
under this Note.
Each payment and prepayment made by the Borrower under this
Note shall be made in immediately available funds before 12:00
noon (Houston time) on the date that such payment or prepayment
is required to be made. Any payment or prepayment received and
accepted by the Bank after such time shall be considered for all
purposes (including the calculation of interest, to the extent
permitted by law) as having been made on the Bank's next
following Business Day.
If the date for any payment or prepayment hereunder falls on
a day which is not a Business Day, then for all purposes of this
Note the same shall be deemed to have fallen on the next
following Business Day, and such extension of time shall in such
case be included in the computation of payments of interest.
ILLEGALITY
In the event that the Bank shall have determined (which
determination shall be reasonably exercised and shall, absent
manifest error, be final, conclusive and binding upon all
parties) at any time that the making or continuance of any
Eurodollar loan has become unlawful by compliance by the Bank in
good faith with any applicable law, governmental rule,
regulation, guideline or order (whether or not having the force
of law and whether or not failure to comply therewith would be
unlawful), then, in any such event, the Bank shall give prompt
notice (by telephone confirmed in writing) to the Borrower of
such determination.
Upon the giving of the notice to the Borrower referred to in
the immediately preceding paragraph, if the affected Eurodollar
loan or loans are then outstanding, the Borrower shall
immediately, or if permitted by applicable law, no later than the
date permitted thereby, upon at least one Business Day's written
notice to the Bank, convert each such Eurodollar loan into a Base
Rate loan.
5
<PAGE>
INCREASED COSTS
If, by reason of (x) after the date hereof, the introduction
of or any change (including, but not limited to, any change by
way of imposition or increase of reserve requirements) in or in
the interpretation of any law or regulation, or (y) the
compliance with any guideline or request from any central bank or
other governmental authority or quasi-governmental authority
exercising control over banks or financial institutions generally
(whether or not having the force of law):
(i) the Bank (or its applicable lending office) shall
be subject to any tax, duty or other charge with respect to
its Eurodollar loans or its obligation to make Eurodollar
loans, or shall change the basis of taxation of payments to
the Bank of the principal of or interest on its Eurodollar
loans or its obligation to make Eurodollar loans (except for
changes in the rate of tax on the overall net income or
gross receipts of the Bank or its applicable lending office
imposed by the jurisdiction in which such Bank's principal
executive office or applicable lending office is located);
or
(ii) any reserve (including, but not limited to, any
imposed by the Board of Governors of the Federal Reserve
System), special deposit or similar requirement against
assets of, deposits with or for the account of, or credit
extended by, any Bank's applicable lending office shall be
imposed or deemed applicable or any other condition
affecting its Eurodollar loans or its obligations to make
Eurodollar loans shall be imposed on the Bank or its
applicable lending office or the interbank Eurodollar market
or the secondary certificate of deposit market;
and as a result thereof there shall be any increase in the cost
to the Bank of agreeing to make or making, funding or maintaining
Eurodollar loans (except to the extent already included in the
determination of the applicable Eurodollar Rate) or there shall
be a reduction in the amount received or receivable by the Bank
or its applicable lending office, then the Borrower shall from
time to time, upon written notice from and demand by the Bank pay
to the Bank, within 30 days after the date specified in such
notice and demand, additional amounts determined by the Bank in a
reasonable manner to be sufficient to indemnify the Bank against
such increased cost. A certificate as to the amount of such
increased cost and the calculation thereof, submitted to the
Borrower and by the Bank, shall, except for manifest error, be
final, conclusive and binding for all purposes, provided that the
determination of such amount shall be made in good faith in a
manner generally consistent with the Bank's standard practice.
If the Bank shall advise the Borrower that at any time,
because of the circumstances described in clauses (x) or (y)
above or any other circumstances arising after the date the
initial loan is issued hereunder affecting the Bank or the
interbank Eurodollar market or the Bank's position in such
market, the Eurodollar Rate, as determined in good faith by the
Bank, will not adequately and fairly reflect the cost to the Bank
of funding its Eurodollar loans, then, and in any such event:
(i) the Bank shall forthwith give notice (by telephone
confirmed in writing) to the Borrower of such advice;
6
<PAGE>
(ii) the Borrower's right to request and such Bank's
obligation to make Eurodollar loans shall be immediately
suspended, any such Eurodollar loan that is requested (by
continuation, conversion or otherwise) shall instead be made
as a Base Rate Loan, and any such outstanding Eurodollar
loan shall be converted, on the last day of the then current
Interest Period applicable thereto, to a Base Rate Loan.
If, by reason of (a) after the date hereof, the introduction
of or any change (including, but not limited to, any change by
way of imposition or increase of reserve requirements) in or in
the interpretation of any law or regulation, or (b) the
compliance with any guideline or request from any central bank or
other governmental authority or quasi-governmental authority
exercising control over banks or financial institutions generally
(whether or not having the force of law) affects or would affect
the amount of capital required to be maintained by the Bank or
any corporation controlling the Bank, and the amount of such
capital is increased by or based upon the loans made or the
existence of the Commitment to lend hereunder and other
commitments of this type (or similar contingent obligations),
then, within 30 days after written request therefor by the Bank,
the Borrower shall pay to such the Bank, from time to time as
specified by the Bank, additional amounts sufficient to
compensate the Bank for the increased cost of such additional
capital in light of such circumstances, to the extent that the
Bank reasonably determines such increase in capital to be
allocable to the loans made or the existence of the Commitment to
lend hereunder. A certificate as to such amounts and the
calculation thereof, submitted to the Borrower by the Bank, shall
be conclusive and binding for all purposes, absent manifest
error, provided that the determination of such amount shall be
made in good faith in a manner generally consistent with the
Bank's standard practice.
FUNDING LOSSES
The Borrower shall compensate the Bank, upon written request
(which request shall set forth the basis for requesting such
amounts and which request shall be reasonably exercised and
shall, absent manifest error, be final, conclusive and binding
upon all of the parties hereto), for all losses, expenses and
liabilities (including, but not limited to, any interest paid by
the Bank to lenders of funds borrowed by it to make or carry its
Eurodollar loans to the extent not recovered by the Bank in
connection with the re-employment of such funds and including
loss of anticipated profits), which the Bank may sustain: (i) if
for any reason (other than a default by such Bank) a borrowing of
Eurodollar loans does not occur on the date specified in the
applicable notice for such loan (whether or not withdrawn),
(ii) if any repayment (or conversion pursuant to the provisions
herein) of any of its Eurodollar loans occurs on a date which is
not the last day of an Interest Period applicable thereto, or
(iii) if, for any reason, the Borrower defaults in its obligation
to repay its Eurodollar loans when required by the terms of this
Note.
REPRESENTATIONS AND WARRANTIES
The Borrower is a corporation duly formed, validly existing
and in good standing under the laws of the State of Louisiana and
in good standing in every other jurisdiction in which the
7
<PAGE>
ownership of its properties or the nature of its activities makes
such qualification necessary, except for such jurisdictions in
which the failure to so qualify would not have a material adverse
effect on the Borrower, or on its ability to perform the
obligations under this Note.
The Borrower has the corporate power and authority to enter
into and perform its obligations under and to issue this Note.
The Borrower's execution, issuance, delivery and performance of
its obligations under this Note have been duly authorized by all
requisite corporate action, and this Note has been duly executed
and delivered by the Borrower.
This Note constitutes a legal, valid and binding obligation
of the Borrower enforceable against the Borrower in accordance
with its terms, except as limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws of general
application relating to or affecting creditors' rights and the
enforceability of the Borrower's obligations under the Note is
subject to general principles of equity.
The execution and delivery of this Note and the performance
by the Borrower of its terms do not conflict with or result in a
violation of the Articles of Incorporation or Bylaws of the
Borrower or, to the knowledge of the Borrower, any material
agreement, instrument or judicial or regulatory order to which
the Borrower is a party or is subject or result in the Borrower
being obligated to create or impose any lien upon any of its
properties.
No approval, authorization or other action by or filing with
any governmental authority is required to be obtained by the
Borrower in connection with the execution and delivery by the
Borrower of this Note.
There are no actions, suits or proceedings pending or, to
the knowledge of the Borrower, threatened against the Borrower
before any court or arbitrator(s) or by or before any
administrative agency or governmental authority, in which there
is a reasonable possibility of an adverse decision which could
have a materially adverse effect on the financial condition or
business of the Borrower.
The Borrower is not an "investment company" or a company
"controlled" by an "investment company" that is incorporated in
or organized under the laws of the United States or any "State,"
as those terms are defined in the Investment Company Act of 1940,
as amended. The execution and delivery by the Borrower of this
Note and its performance of the obligations provided for therein,
will not result in a violation of the Investment Company Act of
1940, as amended.
The Borrower is not a "holding company," or a "subsidiary
company" of a "holding company," or an affiliate of a "holding
company" or of a "subsidiary company" of a "holding company,"
within the meaning of the Public Utility Holding Company Act of
1935, as amended.
The proceeds of the loans will be used only to provide
interim financing for the acquisition of First Reserve Gas
Company.
The balance sheet of the Borrower as at December 31, 1994,
and the related statements of income, retained earnings and cash
8
<PAGE>
the related schedules and notes, reported on by KPMG Peat
Marwick, true copies of which have been previously delivered to the bank,
fairly present the financial condition of the Borrower as at the date
thereof and the results of operations and statement of cash flows for such
period, in accordance with generally accepted accounting principles
applied on a consistent basis.
The unaudited balance sheet of the Borrower as at March 31, 1995, and
the related unaudited statements of income, retained earnings and cash flows
for the three months then ended, certified by the chief financial officer of
the Borrower, true copies of which have been previously delivered to the Bank,
fairly present the financial condition of the Borrower as at the date thereof
and the results of operations and statement of cash flows for such period in
conformity with generally accepted accounting principles applied on a basis
consistent with the financial statements referred to in the immediately
preceding paragraph, subject to normal year-end audit adjustments.
On the date hereof the Borrower does not have any material debt,
contingent liabilities, liabilities for taxes, unusual forward or long-term
commitments or unrealized or anticipated losses from any unfavorable
commitments, except as referred to or reflected or provided for in said
balance sheet or as previously disclosed to the Bank in writing. Since
March 31, 1995, there has been no change or event having a material and
adverse effect on the business, financial condition, results of operations,
properties or prospects of the Borrower.
COVENANTS
The Borrower agrees that so long as any of the Commitment is
in effect and until payment in full of all amounts advanced
hereunder, all interest thereon and all other amounts payable by
the Borrower hereunder:
(a) The Borrower will not create, incur, assume or permit to
exist any Lien (as hereinafter defined) on any of its properties
(now owned or hereafter acquired) other than (i) Liens reserved
in customary oil, gas and/or mineral leases for bonus or rental
payments and for compliance with the terms of such leases and
Liens reserved in customary operating agreements, farm-out and
farm-in agreements, exploration agreements, development
agreements and other similar agreements for compliance with the
terms of such agreements; (ii) Liens for taxes, assessments or
other governmental charges or levies not yet due or which are
being contested in good faith by appropriate action or
proceedings and with respect to which adequate reserves are being
maintained; (iii) statutory Liens of landlords and Liens of
carriers, warehousemen, mechanics, materialmen, repairmen,
workmen, and other Liens imposed by law created in the ordinary
course of business for amounts which are not past due for more
than 30 days or which are being contested in good faith by
appropriate proceedings and with respect to which adequate
reserves in accordance with generally accepted accounting
principles are being maintained; (iv) Liens incurred or deposits
or pledges made in the ordinary course of business in connection
with workers' compensation, unemployment insurance and other
types of social security, old age or other similar obligations,
or to secure the performance of tenders, statutory obligations,
surety and appeal bonds, bids, leases, government contracts,
performance and return-of-money bonds and other similar
obligations (exclusive of obligations for the payment of borrowed
money); (v) easements, rights-of-way, restrictions,
9
<PAGE>
servitudes, permits, reservations, exceptions, conditions, covenants
and other similar charges or encumbrances not interfering with the
ordinary conduct of the business of the Borrower; (vi) defects,
irregularities and deficiencies in title of any rights of way or
other property of the Borrower which in the aggregate do not
materially impair the use of such rights of way or other property
for the purposes for which such rights of way and other property
are held by the Borrower and defects, irregularities and
deficiencies in title to any property of the Borrower which
defects, irregularities or deficiencies have been cured by
possession under applicable statutes of limitation, (vii)
judgment and attachment Liens not giving rise to an Event of
Default or Liens created by or existing from any litigation or
legal proceeding which are currently being contested in good
faith by appropriate proceedings and with respect to which
adequate reserves in accordance with generally accepted
accounting principles are being maintained and (viii) Liens
arising out of the Cash Collateral Account Agreement dated as
March 31, 1995 among the Borrower, Bankers Trust Company,
individually, as issuing bank and as agent, Morgan Guaranty Trust
Company of New York, and the Bank. As used herein, the term
"LIEN" shall mean any interest in property securing an obligation
owed to, or a claim by, a person or entity other than the owner
of the property, whether such interest is based on the common
law, statute or contract, and including but not limited to the
lien or security interest arising from a mortgage, encumbrance,
pledge, security agreement, conditional sale or trust receipt or
a lease, consignment or bailment for security purposes.
(b) The Borrower shall deliver or shall cause to be delivered
to the Bank:
(i) As soon as available and in any event within
120 days after the end of each fiscal year of the
Borrower, the audited financial statements of income,
retained earnings and cash flow of the Borrower for
such fiscal year, and the related balance sheet of the
Borrower as at the end of such fiscal year, and setting
forth in each case in comparative form the
corresponding figures for the preceding fiscal year,
and accompanied by the related opinion of independent
public accountants of recognized national standing
acceptable to the Bank which opinion shall state that
said financial statements fairly present the financial
condition and results of operations of the Borrower as
at the end of, and for, such fiscal year, and a
certificate of such accountants stating that, in making
the examination necessary for their opinion, they
obtained no knowledge, except as specifically stated,
of any Event of Default.
(ii) As soon as available and in any event within
60 days after the end of each of each fiscal quarter of
the Borrower, statements of income, retained earnings
and cash flows of the Borrower for such period and for
the period from the beginning of the respective fiscal
year to the end of such period, and the related balance
sheet as at the end of such period, setting forth in
each case in comparative form the corresponding figures
for the corresponding period in the preceding fiscal
year, accompanied by the certificate of the senior
financial officer of the Borrower, which certificate
shall state that said financial statements fairly
present the financial condition and results of
operations of the Borrower in accordance with generally
accepted accounting principals, as at the end of, and
for, such period (subject to normal year end audit
adjustments).
10
<PAGE>
(iii) With reasonable promptness, such other
information about the business and affairs and financial
condition of the Borrower as the Bank may reasonably request
from time to time.
EVENTS OF DEFAULT
An "EVENT OF DEFAULT" hereunder shall have occurred if (i)
default is made in the payment of any installment of principal or
interest hereof, or any other amount owing hereunder, as and when
the same is or becomes due; or (ii) the Borrower shall fail to
observe or perform any covenant or agreement contained in the
section hereof entitled "Covenants"; or (iii) the Borrower
suffers to exist any material change in its ownership or control;
or (iv) the Borrower shall commence a voluntary case concerning
itself under Title 11 of the United States Code entitled
"Bankruptcy" as now or hereafter in effect, or any successor
thereto (the "BANKRUPTCY CODE"); or an involuntary case is
commenced against the Borrower and the petition is not
controverted within 10 days, or is not stayed or dismissed within
60 days, after commencement of the case; or a custodian (as
defined in the Bankruptcy Code) is appointed for, or takes charge
of, all or any substantial part of the property of the Borrower;
or the Borrower commences any other proceeding under any
reorganization, arrangement, adjustment of debt, relief of
debtors, dissolution, insolvency or liquidation or similar law of
any jurisdiction whether now or hereafter in effect relating to
the Borrower or there is commenced against the Borrower any such
proceeding which remains unstayed or undismissed for a period of
60 days; or the Borrower is adjudicated insolvent or bankrupt; or
any order of relief or other order approving any such case or
proceeding is entered; or the Borrower suffers any appointment of
any custodian or the like for it or any substantial part of its
property to continue undischarged or unstayed for a period of 60
days; or the Borrower makes a general assignment for the benefit
of creditors; or the Borrower shall fail to pay, or shall state
that it is unable to pay, or shall be unable to pay, its debts
generally as they become due; or the Borrower shall by any act or
failure to act indicate its consent to, approval of or
acquiescence in any of the foregoing; or any corporate action is
taken by the Borrower for the purpose of effecting any of the
foregoing; or (v) any representation, warranty or statement made
or deemed to be made by the Borrower or any of its officers in
this Note or in any certificate, request or other document
furnished pursuant to this Note shall have been incorrect in any
material respect as of the date when made or deemed to be made.
Upon the occurrence of any Event of Default described in clauses
(i), (ii), (iii) or (v) above, and at any time thereafter, if
such Event of Default shall then be continuing, the Bank, may, by
written notice to the Borrower, take any or all of the following
actions, without prejudice to the rights of the Bank, to enforce
its claims against the Borrower: (i) declare the Commitment and
other lending obligations, if any, terminated, whereupon the
Commitment, and other lending obligations, if any, of the Bank
shall terminate immediately; or (ii) declare the entire principal
amount of and all accrued interest hereunder then outstanding to
be, whereupon the same shall become, forthwith due and payable
without presentment, demand, protest, notice of protest or
dishonor, notice of acceleration, notice of intent to accelerate
or other notice of any kind, all of which are hereby expressly
waived by the Borrower, and thereupon take such action as it may
deem desirable; provided, that, if an Event of Default specified
in clause (iv) above shall occur, the result which would occur
upon the giving of written notice by the Bank to the Borrower, as
specified above, shall occur automatically without the giving of
any such notice. If default is made in the payment
11
<PAGE>
of this Note at maturity (regardless of how such maturity may be brought
about) and the same is placed in the hands of an attorney for
collection, the Borrower agrees and is also to pay to the owner
and holder of this Note the reasonable attorneys' fees incurred
by the holder in connection therewith.
WAIVER
The Borrower and any and each co-maker, guarantor,
accommodation party, endorser or other person or entity liable
for the payment or collection of this Note expressly waive demand
and presentment for payment, notice of nonpayment, protest,
notice of protest, notice of dishonor, notice of intent to
accelerate, notice of acceleration, bringing of suit, and
diligence in taking any action to collect amounts called for
hereunder and in the handling of property at any time existing as
security in connection herewith, and shall be directly and
primarily liable for the payment of all sums owing and to be
owing hereon, regardless of and without any notice, diligence,
act or omission as or with respect to the collection of any
amount called for hereunder or in connection with any Lien at any
time had or existing as security for any amount called for
hereunder.
INTEREST PROVISIONS
It is the intention of the parties hereto to conform
strictly to usury laws applicable to the Bank and the Transac-
tions. Accordingly, if the Transactions would be usurious under
applicable law, then, notwithstanding anything to the contrary in
this Note, or in any other agreement entered into in connection
with the Transactions, it is agreed as follows: (i) the
aggregate of all consideration which constitutes interest under
applicable law that is contracted for, taken, reserved, charged
or received under this Note, or under any of such other agree-
ments or otherwise in connection with the Transactions shall
under no circumstances exceed the maximum amount allowed by such
applicable law, (ii) in the event that the maturity of this Note
is accelerated for any reason, or in the event of any required or
permitted prepayment, then such consideration that constitutes
interest under applicable law may never include more than the
maximum amount allowed by such applicable law, and (iii) excess
interest, if any, provided for in this Note or otherwise in
connection with the Transactions shall be cancelled automatically
and, if theretofore paid, shall be credited by the Bank on the
principal amount of the indebtedness (or, to the extent that the
principal amount of the indebtedness shall have been or would
thereby be paid in full, refunded by the Bank to the Borrower).
The right to accelerate the maturity of this Note does not
include the right to accelerate any interest which has not
otherwise accrued on the date of such acceleration, and the Bank
does not intend to collect any unearned interest in the event of
acceleration. All sums paid or agreed to be paid to the Bank for
the use, forbearance or detention of sums owing hereunder shall,
to the extent permitted by applicable law, be amortized,
prorated, allocated and spread throughout the full term of this
Note until payment in full so that the rate or amount of interest
on account of such indebtedness does not exceed the applicable
usury ceiling, if any. As used in this paragraph, the term
"APPLICABLE LAW" shall mean the law of the State of Texas (or the
law of any other jurisdiction whose laws may be mandatorily
applicable notwithstanding other provisions of this Agreement),
or law of the United States of America applicable to the Bank and
the Transactions which would permit
12
<PAGE>
the Bank to contract for, charge, take, reserve or receive a greater
amount of interest than under Texas (or such other jurisdiction's) law.
To the extent that Article 5069-1.04 of the Texas Revised Civil Statutes
is relevant to the Bank for the purpose of determining the Highest Lawful
Rate, the Bank hereby elects to determine the applicable rate ceiling under
such Article by the indicated (weekly) rate ceiling from time to time in
effect, subject to the Bank's right subsequently to change such method in
accordance with applicable law. In no event shall the provisions of Tex.
Rev. Civ. Stat. art. 5069-2.01 through 5069-8.06 or 5069-15.01 through
5069-15.11 be applicable to the loan evidenced hereby. As used herein,
"HIGHEST LAWFUL RATE" shall mean the maximum nonusurious interest rate,
if any, that at any time or from time to time may be contracted for, taken,
reserved, charged or received on the Note or on other indebtedness, as the
case may be, under the law of the State of Texas (or the law of any other
jurisdiction whose laws may be mandatorily applicable notwithstanding other
provisions of this Note), or law of the United States of America applicable
to the Bank and the Transactions which would permit the Bank to contract for,
charge, take, reserve or receive a greater amount of interest than under
Texas (or such other jurisdiction's) law. "TRANSACTIONS" shall mean the
transactions provided for in and contemplated by this Note.
GOVERNING LAW
This Note has been executed and delivered in and shall be
construed in accordance with and governed by the laws of the
State of Texas and of the United States of America, except that
Tex. Rev. Civ. Stat. Ann. art. 5069 Ch. 15, as amended (which
regulates certain revolving credit loan accounts and revolving
triparty accounts) shall not apply hereto.
MISCELLANEOUS
The Borrower may not assign its rights or obligations under
the Note without the prior consent of the Bank.
The Bank and any subsequent owner or holder hereof reserves
the right, in its sole discretion, without notice to the
Borrower, to sell participations or assign its interest or both,
in all or any part of this Note or the loans hereunder.
13
<PAGE>
THIS NOTE EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING
BETWEEN THE BANK AND THE BORROWER AND SUPERSEDES ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS BETWEEN SUCH PARTIES RELATING TO
THE SUBJECT MATTER HEREOF. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
CRYSTAL OIL COMPANY
By: /s/ J.A. Ballew
-----------------------------
Name: J.A. Ballew
Title: Senior Vice President
Agreed to and Acknowledged this 16th day of June, 1995.
By: TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
By: /s/ Paul J. Nidoh
---------------------------
Paul Nidoh
Vice President
14
<PAGE>
$60,000,000 Houston, Texas June , 1995
_____________________
_____________________
SCHEDULE
OF
LOANS AND PAYMENTS OF PRINCIPAL AND INTEREST
<TABLE>
<CAPTION>
AMOUNT OF UNPAID
PRINCIPAL AMOUNT OF PRINCIPAL
AMOUNT OF PAID OR INTEREST BALANCE NOTATION TYPE OF
DATE LOAN PREPAID PAID OF LOANS MADE BY LOAN
- ------ ---------- --------- --------- ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
________ _________ _________ _________ _________ ________ ________
________ _________ _________ _________ _________ ________ ________
________ _________ _________ _________ _________ ________ ________
________ _________ _________ _________ _________ ________ ________
________ _________ _________ _________ _________ ________ ________
________ _________ _________ _________ _________ ________ ________
________ _________ _________ _________ _________ ________ ________
________ _________ _________ _________ _________ ________ ________
________ _________ _________ _________ _________ ________ ________
________ _________ _________ _________ _________ ________ ________
________ _________ _________ _________ _________ ________ ________
________ _________ _________ _________ _________ ________ ________
________ _________ _________ _________ _________ ________ ________
________ _________ _________ _________ _________ ________ ________
________ _________ _________ _________ _________ ________ ________
________ _________ _________ _________ _________ ________ ________
________ _________ _________ _________ _________ ________ ________
________ _________ _________ _________ _________ ________ ________
________ _________ _________ _________ _________ ________ ________
________ _________ _________ _________ _________ ________ ________
________ _________ _________ _________ _________ ________ ________
________ _________ _________ _________ _________ ________ ________
________ _________ _________ _________ _________ ________ ________
________ _________ _________ _________ _________ ________ ________
________ _________ _________ _________ _________ ________ ________
</TABLE>
<PAGE>
Exhibit 11
CRYSTAL OIL COMPANY
COMPUTATION OF INCOME (LOSS) PER COMMON SHARE
(In Thousands Except Share and Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
--------------------- ---------------------
1995 1994 1995 1994
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Primary: (Including dilutive
Common Stock equivalents)
Income (loss) from operation $ (139) $ (246) $ 389 $ (1,348)
Adjustments to income (loss)
(net of income tax):
Non-interest bearing
convertible notes
amortization of discount -- -- -- --
----------- ----------- ----------- -----------
Adjusted net income (loss) $ (139) $ (246) $ 389 $ (1,348)
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Weighted average of common
and common equivalent
shares:
Outstanding 2,624,045 2,551,539 2,624,045 2,527,451
Assuming conversion of:
Stock options, net
of treasury shares -- -- 29,701 --
Senior preferred stock
through the exercise
of warrants -- -- -- --
Remaining senior
preferred stock -- -- 33,274 --
Series A preferred stock -- -- -- --
----------- ----------- ----------- -----------
2,624,045 2,551,539 2,687,020 2,527,451
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Per share amount:
Net income (loss) $ (.05) $ (.10) $ .14 $ (.53)
----------- ----------- ----------- -----------
</TABLE>
<PAGE>
Exhibit 11
(continued)
CRYSTAL OIL COMPANY
COMPUTATION OF INCOME (LOSS) PER COMMON SHARE
(In Thousands Except Share and Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
--------------------- ---------------------
1995 1994 1995 1994
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Fully-diluted:
Income (loss) from operation $ (139) $ (246) $ 389 $ (1,348)
Adjustments to income (loss)
(net of income tax):
Non-interest bearing
convertible notes
amortization of discount -- -- -- --
----------- ------------ ------------ -----------
Adjusted net income (loss) $ (139) $ (246) $ 389 $ (1,348)
----------- ------------ ------------ -----------
----------- ------------ ------------ -----------
Weighted average of
common shares:
Outstanding 2,624,045 2,551,539 2,624,045 2,527,451
Assuming conversion of:
Stock options, net
of treasury shares -- -- 29,701 --
Senior preferred stock
through the exercise
of warrants -- -- -- --
Remaining senior
preferred stock -- -- 33,274 --
Series A preferred stock -- -- -- --
----------- ------------ ----------- -----------
2,624,045 2,551,539 2,687,020 2,527,451
----------- ------------ ----------- -----------
----------- ------------ ----------- -----------
Per share amount:
Net income (loss) $ (.05) $ (.10) $ .14 $ (.53)
----------- ------------ ----------- ----------
----------- ------------ ----------- ----------
</TABLE>
NOTE: See Notes 5 and 6 of Notes to Consolidated Condensed Financial Statements.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANACIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AT JUNE 30, 1995 AND THE CONSOLIDATED STATEMENT OF
INCOME FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1995 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 11,164
<SECURITIES> 55,207
<RECEIVABLES> 335
<ALLOWANCES> 235
<INVENTORY> 0
<CURRENT-ASSETS> 67,054
<PP&E> 82,551
<DEPRECIATION> 1,273
<TOTAL-ASSETS> 150,635
<CURRENT-LIABILITIES> 2,623
<BONDS> 60,158
<COMMON> 26
0
148
<OTHER-SE> 87,680
<TOTAL-LIABILITY-AND-EQUITY> 150,635
<SALES> 351
<TOTAL-REVENUES> 823
<CGS> 0
<TOTAL-COSTS> 502
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 45
<INTEREST-EXPENSE> 177
<INCOME-PRETAX> 635
<INCOME-TAX> 246
<INCOME-CONTINUING> 389
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 389
<EPS-PRIMARY> .14
<EPS-DILUTED> .14
</TABLE>
