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 EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
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 1-11516
BOX ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-2369148
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
8201 Preston Road, Suite 600, Dallas, Texas 75225-6211
(Address of principal executive offices)
(Zip code)
(214) 890-8000
(Registrant's telephone number, including area code)
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
There were 3,250,110 outstanding shares of Class A (Voting) Common Stock,
$1 par value, on August 14, 1996. There were also 17,553,010 outstanding shares
of Class B (Non-Voting) Common Stock, $1 par value, on such date.
<PAGE>
BOX ENERGY CORPORATION
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets as of September 30, 1996
and December 31, 1995 3
Condensed Statements of Income - Three Months
Ended September 30, 1996 and 1995 4
Condensed Statements of Income - Nine Months
Ended September 30, 1996 and 1995 5
Condensed Statements of Cash Flows -
Nine Months Ended September 30, 1996 and 1995 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 18
Item 2. Changes in Securities 18
Item 3. Defaults upon Senior Securities 18
Item 4. Submission of Matters to a Vote of Security Holders 18
Item 5. Other Information 18
Item 6. Exhibits and Reports on Form 8-K 18
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BOX ENERGY CORPORATION
CONDENSED BALANCE SHEETS
(In thousands, except share data)
September 30, December 31,
1996 1995
________ ________
ASSETS (Unaudited)
Current assets
Cash and cash equivalents $ 13,049 $ 21,644
Marketable securities - available for sale 28,622 24,757
Accounts receivable - oil and natural gas 6,266 8,048
Accounts receivable - other 529 606
Prepaid expenses and other current assets 1,419 663
________ ________
Total current assets 49,885 55,718
________ ________
Properties
Oil and natural gas properties (successful-
efforts method) 181,306 165,454
Other properties 3,215 3,096
Accumulated depreciation,
depletion and amortization (106,628) (93,651)
________ ________
Total properties 77,893 74,899
________ ________
Other assets
Deferred income taxes
(net of valuation allowance) 15,508 13,027
Deferred charges
(net of accumulated amortization) 1,651 1,847
________ ________
Total other assets 17,159 14,874
________ ________
Total assets $ 144,937 $ 145,491
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 8,187 $ 4,829
Accrued interest payable 1,540 391
Accrued transportation payable - related party 230 289
Net Profits expense payable 2,188 2,858
________ ________
Total current liabilities 12,145 8,367
________ ________
Convertible subordinated notes payable 55,077 55,077
________ ________
Total liabilities 67,222 63,444
________ ________
Commitments and contingencies (Note 3)
Stockholders' equity
Common stock, $1.00 par value
Class A (voting) - 15,000,000 shares
authorized; 3,250,110 shares issued
and outstanding 3,250 3,250
Class B (non-voting) - 30,000,000 shares
authorized; 17,553,010 shares issued
and outstanding 17,553 17,553
Additional paid-in capital 25,197 25,197
Retained earnings 32,010 36,204
Valuation allowance for
marketable securities (295) (157)
________ ________
Total stockholders' equity 77,715 82,047
________ ________
Total liabilities and
stockholders' equity $ 144,937 $ 145,491
======== ========
See accompanying Notes to Financial Statements.
<PAGE>
BOX ENERGY CORPORATION
CONDENSED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share amounts)
Three Months Ended
September 30,
1996 1995
Revenues ________ ________
Oil Sales $ 4,505 $ 4,043
Natural gas sales 10,203 9,750
Other income 1,115 1,121
________ ________
Total revenues 15,823 14,914
________ ________
Costs and expenses
Operating costs 1,544 1,318
Net Profits expense 2,182 3,174
Exploration expense 5,725 155
Depreciation, depletion and amortization 4,877 4,113
General and administrative expenses 3,418 2,218
Reorganization expense 1,934 -
Interest and financing costs 1,231 1,245
________ ________
Total costs and expenses 20,911 12,223
________ ________
Income before income taxes (5,088) 2,691
Income tax expense (benefit) (1,950) 773
________ ________
Net Income (loss) $ (3,138) $ 1,918
======== ========
Primary income (loss) per share $ (0.15) $ 0.09
======== ========
Weighted average shares of common stock and
common stock equivalents outstanding 20,803 20,803
======== ========
See accompanying Notes to Financial Statements.
<PAGE>
BOX ENERGY CORPORATION
CONDENSED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share amounts)
Nine Months Ended
September 30,
1996 1995
_________ _________
Revenues
Oil Sales $ 13,410 $ 9,875
Natural gas sales 35,863 28,405
Other income 3,484 3,704
_________ _________
Total revenues 52,757 41,984
_________ _________
Costs and expenses
Operating costs 4,888 3,856
Net Profits expense 9,241 8,409
Exploration expense 17,878 3,901
Depreciation, depletion and amortization 13,058 10,335
General and administrative expenses 8,683 6,270
Reorganization cost 1,934 723
Interest and financing costs 3,676 3,625
_________ _________
Total costs and expenses 59,358 37,119
_________ _________
Income before income taxes (6,601) 4,865
Income tax expense (benefit) (2,407) 1,372
_________ _________
Net Income (loss) $ (4,194) $ 3,493
========= =========
Primary earnings (loss) per share $ (0.20) $ 0.17
========= =========
Weighted average shares of common stock and
common stock equivalents outstanding 20,807 20,803
========= =========
See accompanying Notes to Financial Statements.
<PAGE>
BOX ENERGY CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Nine Months Ended
September 30,
1996 1995
________ ________
Cash flow from operations
Cash received from customers for oil and
natural gas sales $ 51,055 $ 36,470
Cash received from other sources 1,753 815
Cash received from interest income 1,827 1,524
Cash paid to suppliers and employees (15,614) (12,240)
Cash paid to Net Profits interest owner (9,911) (8,371)
Cash paid for income taxes - (80)
Cash paid for interest and financing expense (2,331) (2,353)
________ ________
Net cash flow from operations 26,779 15,765
________ ________
Cash flow from investments
Payments for capital expenditures (31,290) (15,892)
Sales and maturities of
marketable securities 17,020 -
Investment in marketable securities (21,186) -
Proceeds from sale of property 82 1,190
________ ________
Net cash flow used for investments (35,374) (14,702)
________ ________
Net (decrease) increase in cash and cash
equivalents ( 8,595) 1,063
Cash and cash equivalents at beginning
of period 21,644 17,496
________ ________
Cash and cash equivalents at end of period $ 13,049 $ 18,559
======== ========
Reconciliation of net income (loss) to
net cash flow from operations:
Net income (loss) $ (4,194) $ 3,493
Depreciation, depletion and amortization 13,058 10,335
Amortization of deferred charges 196 189
Amortization of premium
on marketable securities 13 11
Dry hole and impaired property costs 15,226 1,194
(Gain) loss on sale of assets 6 (1,004)
Deferred income tax expense (benefit) (2,407) 1,292
(Increase) decrease in accounts receivable 1,859 (2,182)
Decrease (increase) in prepaid expenses
and other current assets (756) 126
Increase (decrease) in accounts payable
and accrued expenses 4,448 2,273
(Decrease) increase in Net Profits expense
payable (670) 38
________ ________
Net cash flow from operations $ 26,779 $ 15,765
======== ========
See accompanying Notes to Financial Statements.
<PAGE>
BOX ENERGY CORPORATION
NOTES TO FINANCIAL STATEMENTS
September 30, 1996
Note 1. Accounting Policies and Basis of Presentation
These financial statements include the accounts of Box Energy
Corporation, a Delaware corporation (the "Company"). Formed in 1991, the
Company was inactive until it acquired all of the assets and liabilities
of OKC Limited Partnership (the "Predecessor Partnership") on April 15,
1992 in exchange for the common stock of the Company, which stock was
distributed to the general partners, limited partners and other
unitholders of the Predecessor Partnership (the "Corporate Conversion").
The Corporate Conversion was accounted for in a manner similar to a
pooling of interests as the unitholders of the Predecessor Partnership
received an equivalent equity interest in the Company. Accordingly, the
assets and liabilities were recorded at the historical cost of the
Predecessor Partnership, except for a deferred income tax asset that
resulted from an increase in the federal income tax basis of the
Company's assets because of the Corporate Conversion.
The financial statements have been prepared according to the
instructions to Form 10-Q and, therefore, may not include all
disclosures required in financial statements prepared in conformity with
generally accepted accounting principles. Financial information provided
in this report reflects all transactions and adjustments that are, in
the opinion of management, necessary for a fair statement of results of
operations and financial position for the interim periods presented. All
adjustments are of a normal recurring nature. The condensed balance
sheet as of December 31, 1995 was derived from audited financial
statements but does not include all disclosures required by generally
accepted accounting principles. These financial statements should be
read in conjunction with the audited financial statements of the Company
for the year ended December 31, 1995, which were included in the
Company's 1995 Annual Report to Shareholders. Certain reclassifications
for prior periods have been made to conform with the presentation of
the current period. The results of operations of the Company for the
three and nine months ended September 30, 1996 are not necessarily
indicative of the results for the full year 1996. No material changes in
the significant accounting policies or details of accounts were made
during the interim periods presented, except as described below
regarding Marketable Securities, Common Stock and Employee Severance
Agreements.
Marketable Securities
The Company held $24.8 million of United States Treasury Notes
("Treasury Notes") at December 31, 1995. Marketable securities of $28.6
million held at September 30, 1996 consisted of the following
investments: Treasury Notes, Federal Agency debt securities, foreign
government debt securities and high-grade corporation debt securities in
the amounts of $13.5 million, $4.4 million, $1.6 million and $9.1
million, respectively. The marketable securities will mature as follows:
$1.5 million within one year and $27.1 million between one and five
years. Treasury Notes with a par value of $10.0 million matured August
15, 1996 and the proceeds were held as cash and cash equivalents at
September 30, 1996.
Common Stock
On May 2, 1996 the United States Court of Appeals for the Fifth
Circuit ("Fifth Circuit") issued its opinion in the Griffin, et al. v.
Box, et al. litigation (the "Griffin" case) ordering a new trial and
resolving certain other issues. See Note 3. Commitments and
Contingencies - Griffin Cases. On June 20, 1996, the Board of Directors
authorized the engagement of an outside law firm to determine whether
the issuance of shares of the Company in the Corporate Conversion as
Class B (Non-Voting) Common Stock, rather than Class A (Voting) Common
Stock, to certain holders was in accordance with the Fifth Circuit's
opinion in the Griffin Case. The law firm engaged an independent
accounting firm to assist in the examination, and on August 9, 1996,
both firms issued a preliminary report (the "Report") to the Board of
Directors. The Board of Directors will carefully consider the Report
and other information and seek the advice of the Company's outside
counsel to determine whether the issuance of certain shares of the
Company's capital stock in the Corporate Conversion as Class B (Non-
Voting) Common Stock was in accordance with the Fifth Circuit opinion in
the Griffin Case or otherwise legally appropriate and defensible and
will take whatever action, if any, that it deems proper in respect
thereof.
Employee Severance Agreements
The Company entered into severance agreements with its employees
in December 1995. The severance agreements require certain payments to
employees upon termination of employment, in certain instances, during a
period of two years after a change in control (as defined in the
severance agreements). Terminations providing severance benefits include
terminations by the Company other than for cause (as defined in the
severance agreements) or by the employee following a change in control
and upon the occurrence of certain events adversely affecting the
employee's employment. A change in control is defined in the severance
agreements as the acquisition of 25% or more of the combined voting
power of the then outstanding Class A (Voting) Common Stock, the
cessation of membership of more than one-third of the eight members of
the Board of Directors of the Company on August 16, 1995, a merger,
consolidation or reorganization of the Company, a plan of complete
liquidation or dissolution of the Company or an agreement to sell or
otherwise dispose of substantially all of the assets of the Company.
On July 30, 1996, certain of the Company's Directors were replaced
by written consent of the holders of more than a majority of the
Company's Class A (voting) Common Stock. As a result, a change in
control, as defined in the severance agreements, occurred as the
Company's new Board of Directors included only two of the eight members
of the Board of Directors in office on August 16, 1995.
In applicable situations, the severance agreements provide for
cash payment to the terminated employee equal to the sum of: (1) all
accrued, unpaid compensation and a pro-rata bonus, (2) severance pay
ranging from six to eighteen months of the employee's base salary and
(3) an amount equal to the actuarial present value, as of the date of
termination, of three years' hypothetical additional benefits under the
Company's pension plan; provided, however, the former employee retains
all vested benefits under the Company's pension plan; and any other
qualified pension or profit-sharing plans. In addition, in applicable
situations, the severance agreements provide for the continuation of
life, disability, medical, dental and hospitalization insurance for six
to eighteen months (however, the severance agreements entered into with
employees other than officers and executives provide that, in applicable
situations, the employee may elect to receive the cash equivalent of
such insurance benefits) and for the lapsing of all restrictions on and
full vesting of any outstanding incentive awards, including stock
options granted to the employee. The Company's Incentive Plan provides
that options granted thereunder must be exercised only during the
continuance of the optionee's employment by the Company, except in cases
of retirement, death or disability. Accordingly, any options remaining
unexercised when an employee's employment is terminated for any other
reason expire at the time of termination. The severance agreements
remain in effect with respect to applicable terminations through July
30, 1998.
The total estimated cost under the severance agreements, if all
severance agreements became effective, is $5.4 million. As of September
30, 1996, five executive officers (including the Chief Executive
Officer, Executive Vice President, Chief Financial Officer, General
Counsel and Chief Accounting Officer) and seven other employees
(including the Director of Investor Relations) were dismissed, reached
agreements to terminate employment or were notified of their impending
termination. Amounts totaling $1.9 million, which include severance
pay, related legal fees and estimated life, disability, medical, dental
and hospitalization benefits for the above terminated employees, were
charged to reorganization expense for the period ending September 30,
1996. As of that date, the Company had paid $542,000 of the accrued
amounts.
Note 2. Related Party Transactions
Box Brothers Holding Company ("Box Brothers") owns approximately
57% of outstanding shares of the Class A Stock of the Company and 94% of
the outstanding shares of both CKB Petroleum, Inc. ("Petroleum") and CKB
& Associates, Inc. ("Associates"). A resolution adopted in 1992 by the
Board of Directors of the Company authorizes the Company to enter into a
transaction with an affiliate of the Company so long as the Board of
Directors determines that such a transaction is fair and reasonable to
the Company and is on terms no less favorable to the Company than can be
obtained from an unaffiliated party in an arms' length transaction.
The Company pays oil transportation charges to Petroleum for
transporting crude oil from its South Pass blocks. Since March 1985,
Petroleum has owned a minority interest in the pipeline transporting oil
from the wells in the South Pass blocks to Venice, Louisiana. The tariff
for the pipeline at $2.75 per barrel was published and filed with the
Federal Energy Regulatory Commission, which regulates such rates. The
rate has been uniform since 1982 among all owners of the pipeline from
south Pass Block 89 Field and is consistent with the rate charged by an
unaffiliated party to the Predecessor Partnership prior to the
acquisition of the pipeline interest by Petroleum. Petroleum billed the
Company $684,000 and $2.7 million during the three and nine months ended
September 30, 1996, respectively, as compared to $804,000 and $1.9
million for the same periods in 1995. The amended judgment by the trial
court in the Griffin Case imposed a constructive trust upon this
pipeline interest in favor of the Company, but this decision later was
reversed on appeal to the Fifth Circuit. See Note 3. Commitments and
Contingencies - Griffin Cases.
The Company billed Petroleum and other related parties, including
the Estate, Box Brothers and certain of their affiliates, for the
estimated fair value of usage of an allocated portion of subleased
office space, certain payroll costs and benefits, and other overhead
costs. The amounts billed are considered to be the fair value of such
usage by, or allocations for the benefit of, the related parties. The
Company billed the related parties $14,000 and $53,000 respectively, for
the three and nine months ended September 30, 1996 and $20,000 and
$50,000, respectively, for the same two periods in the prior year.
In March 1995, two of the Company's current Directors, seven of
its former Directors, two of its current officers and one former officer
were named as defendants in a lawsuit filed in state district court in
Dallas, Texas by the same plaintiffs as in the Griffin Case. In
addition, nine of the Company's current and former Directors have been
named as defendants in two class action lawsuits filed in the Delaware
Chancery Court in Wilmington. See Note 3. Commitments and Contingencies
- - Griffin Cases and Devere and Nealon Cases. In accordance with the
Bylaws of the Company, the defendants have executed written undertakings
to repay the Company for any such expenses advanced on their behalf if
it is later found that such costs were not subject to indemnification by
the Company. Although the plaintiffs in the Griffin Case have requested
that the court prohibit the advancement of such defense costs, the
Company believes it has indemnification obligations to the defendants as
a result of the lawsuits. The total legal costs incurred related to
these cases in the three and nine months ended September 30, 1996 were
$12,000 and $35,000, respectively, and $120,000 and $456,000,
respectively for the three and nine months ended September 30, 1995.
The trial court in the Griffin Case entered its amended final
judgment in October 1994 with respect to certain related party
transactions on derivative claims against the General Partners and in
favor of the Company. Cloyce K. Box died in October 1993. The Company
has filed a claim against the Estate in the Probate Court for Collin
County, Texas seeking to recover the full amount of the judgment,
including certain attorney's fees and costs as described below. The
Partnership Agreement provided that the General Partners were to be
indemnified for litigation expenses in certain situations in which they
were sued in their capacity as general partners of the Predecessor
Partnership. Accordingly, the Predecessor Partnership, and later the
Company, paid the legal expenses and other defense costs of the General
Partners during a large portion of the Griffin Case litigated. These
payments were required under the Partnership Agreement as a result of
the General Partners' execution of written undertakings to repay the
Company for any such litigation expenses advanced on their behalf if it
was later determined that such advancements were not subject to
indemnification by the Company. The Company did not pay the legal
expenses and other defense costs of the General Partners after February
1994. After the decision of the Fifth Circuit was handed down, the
General Partners sought and received reimbursement from the Company of
these legal fees for the period March 1994 to April 1996 in the amount
of $1.4 million. Since that date, the indemnified parties have incurred
additional litigation expenses of approximately $42,000, which the
Company has advanced or is obligated to advance.
In its claim in the Probate Court described above, the Company is
seeking to recover from the Estate an amount of attorneys' fees and
costs equal to the percentage of attorneys' fees and costs attributable
to the defense of the derivative claims as to be determined by the
district court in connection with the plaintiffs' request for attorneys'
fees and costs. The Fifth Circuit, however, reversed the award of
plaintiffs' attorneys' fees and costs. If another judgment is obtained
against the defendants in a new trial, it is doubtful that a significant
portion of the judgment, including attorneys' fees and costs, will be
recovered by the Company against the Estate because of the uncertainties
surrounding the value and the liquidity of the net assets of the Estate
and Associates and the amount of other claims pending against the
Estate.
Note 3. Commitments and Contingencies
Griffin Cases
The Griffin, et al. v. Box, et al case was filed in November 1987
in the United States District Court for the Northern District of Texas
in Dallas. The plaintiffs are a small group of former unitholders of the
Predecessor Partnership, including J.R. Simplot, a former unitholder
whose units of the Predecessor Partnership have since been converted to
approximately 15% of the Company's Class B (Non-Voting) Common Stock.
The defendants are Cloyce K. Box and Associates (the "General
Partners"), the Predecessor Partnership and Box Brothers. The Estate was
substituted in the place of Cloyce K. Box in the litigation after his
death in October 1993. As a result of the Corporate Conversion, the
Company will receive all benefits, and will suffer all detriments, if
any, of the Predecessor Partnership in the litigation.
Plaintiffs made two types of claims. First, plaintiffs sought
individual damages for alleged securities law violations and a
declaratory judgment regarding their voting rights. All of the
plaintiffs' claims for individual damages and voting rights were denied
by the district court at trial in October 1992.
Secondly, plaintiffs brought derivative claims on behalf of the
Predecessor Partnership alleging that the General Partners breached the
Partnership Agreement, breached fiduciary duties and violated an implied
covenant of good faith and fair dealing in relation to three
transactions. The derivative defendants' motion that the plaintiffs
lacked standing on the derivative claims was rejected by the district
court. The first transaction was the 1985 purchase of an interest in an
oil pipeline by Petroleum. See Note 2. Related Party Transactions. The
second transaction involved the amount of general and administrative
expenses paid by the Predecessor Partnership before the Corporate
Conversion. The third transaction was a loan made by the Predecessor
Partnership to an unaffiliated individual. Plaintiffs alleged actual
damages of $20.0 million and punitive damages of $60.0 million. In
addition, plaintiffs alleged that the General Partners engaged in
racketeering activities in relation to the three transactions.
In October 1992, the jury returned a verdict on the derivative
claims finding that the General Partners did not breach the Partnership
Agreement but breached fiduciary duties and an implied covenant of good
faith and fair dealing arising from the Partnership Agreement. The jury
awarded actual damages of approximately $20.0 million and future damages
of approximately $6.2 million in favor of the Predecessor Partnership
and against the General Partners relating to the pipeline transaction.
Minor damages were awarded on the general and administrative expenses
issue while no damages were awarded based on the loan transaction. In
addition, the jury found no violation of the racketeering statutes.
Punitive damages of approximately $2.2 million were awarded against
Cloyce K. Box.
In March 1994, the district court entered its initial judgment in
favor of the Company and against the Estate and Associates for $20.1
million for past damages and against the Estate for $2.2 million for
punitive damages. In addition, the judgment imposed a constructive trust
for the benefit of the Company upon the pipeline interest owned by
Petroleum, in lieu of the $6.2 million in future damages included in the
verdict. The judgment also dismissed the plaintiffs' claims for
individual damages and voting rights for their Class B (Non-Voting)
Common Stock.
In its amended final judgment issued in October 1994, the district
court added prejudgment and post judgment interest. In a separate order,
the district court granted the plaintiffs' motion for attorneys' fees
and costs without specifying the amount awarded. The plaintiffs sought
$3.5 million in attorneys' fees and costs.
The plaintiffs, the Estate, Associates and Petroleum all filed
notices of appeal in the Griffin case to the Fifth Circuit. In its
opinion in the Griffin case issued May 2, 1996, the Fifth Circuit (i)
reversed the judgment and related damages against the Estate and
Associates, and remanded the case for a new trial because of the jury's
inconsistent answers to the liability issues; (ii) ruled that the trial
court's imposition of the constructive trust was improper; (iii)
affirmed the trial court's dismissal of the plaintiffs' individual
claims for monetary damages; (iv) ruled that one plaintiff, James Lyle,
was an original limited partner and remanded the case for a new trial to
decide the number of voting shares to which he is entitled; (v) remanded
the case for further fact findings to decide whether two other
plaintiffs, Hayden McIlroy and B. R. Griffin, were original limited
partners and the amount, if any, of voting stock to which they are
entitled; (vi) affirmed the trial court's judgment that plaintiffs J. R.
Simplot and David Hawk were not entitled to voting stock; and (vii)
found that the trial court had erred in granting plaintiffs' attorneys
fees. On October 7, 1996, the Plaintiffs application to the United
States Supreme Court for appellate review of the Fifth Circuit's
decision was denied.
In February and March 1995, the same plaintiffs as in the Griffin
case filed two actions against the Company, all of its then current
directors, two of its former directors, its then current vice president
and chief financial officer, its senior vice president/operations and
its vice president and controller in the state district court in Dallas,
Texas. In their actions, the plaintiffs allege that the defendants
breached their fiduciary duty to the Company in relation to the
collection of the trial court judgment entered in favor of the Company
in the Griffin case. The plaintiffs further allege conflicts of interest
among the directors, misappropriation of corporate assets, breaches of
good faith and fair dealing, and wrongful payment of certain attorney's
fees in the Griffin case. These claims are apparently alleged both on
behalf of the plaintiffs as individuals and derivatively on behalf of
the Company. The damages sought exceed $50.0 million plus $100.0 million
in punitive damages against each defendant. The action has been abated
pending resolution of the underlying case on appeal to the United States
Supreme Court, which denied certiorari on October 7, 1996. The
defendants are expected to defend the action vigorously. The Company
anticipates that it will be required to advance the defense costs of the
defendants during the litigation although the plaintiffs have requested
that the court prohibit the advancement of such defense costs. In
addition, the Company may have indemnification obligations to the
defendants because of the lawsuit.
Phillips Petroleum Case
In August 1990, Phillips Petroleum Company ("Phillips") brought an
action against the Predecessor Partnership now pending in state court in
Orleans Parish, Louisiana, claiming that Phillips is entitled, pursuant
to its 33% Net Profits interest in South Pass Block 89, to receive an
overriding royalty interest for months in which monthly net profits were
not achieved. In addition, Phillips claims that the net profits account
is being charged an excessive oil transportation fee. In September 1991,
this lawsuit was amended by Phillips to include a claim that the entire
$69.6 million lump sum cash payment received by the Predecessor
Partnership in its 1990 settlement of litigation with Texas Eastern
Transmission Corporation ("Texas Eastern Settlement") should have been
credited to the net profits account. Under this latter claim, Phillips
alleges damages in excess of $21.5 million. The Company previously
credited the net profits account with $5.8 million of the $69.6 million
received in the Texas Eastern Settlement, which is all of the Texas
Eastern Settlement proceeds that the Company believes should be credited
to the net profits account. On the first two claims, Phillips alleges
aggregate damages of several million dollars. Phillips further seeks
double damages, interest, attorneys' fees and cancellation of the
farmout agreement. The Company is vigorously defending the litigation on
the basis that such amounts are not payable under the Net Profits
interest and that Phillips is not entitled to any of the damages sought.
In March 1993, Phillips filed a motion for summary judgment on its claim
relating to the Texas Eastern Settlement. That motion was denied by the
court in July 1993. Discovery is ongoing by both parties. A new trial
date of March 31, 1997 has been set by the court.
Devere and Nealon Cases
Two class actions, one styled Melissa Devere v. John F. Arning,
Don D. Box, Thomas D. Box, Kent R. Hance, Sr., John L. Kelsey, Alan C.
Shapiro, Norman W. Smith, Ewell Doak Walker and Box Energy Corporation,
and the other styled Caren M. Nealon and B. Peter Knudson v. John F.
Arning, Don D. Box, Thomas D. Box, Kent R. Hance, Sr., John L. Kelsey,
Alan C. Shapiro, Norman W. Smith, Ewell Doak Walker, Richard S.
Whitesell, Jr. and Box Energy Corporation, were filed in the Chancery
Court of Delaware in Wilmington in April and May 1995, respectively. In
both cases the plaintiffs are shareholders of the Company's Class B
(Non-Voting) Common Stock. The defendants are the Company and its then
current Board of Directors. Richard S. Whitesell, Jr., a former
director, has been dismissed from the cases. The actions allege that the
Company failed to make a proper response to offers or overtures
previously made to purchase the Company's stock by J.R. Simplot and
Phoenix Canada Oil Co. Ltd. and has failed to solicit other offers for
the sale of the Company. The Company believes these class actions are
without legal merit and will defend the suits vigorously. The cases have
been consolidated. All of the defendants have filed or joined a motion
seeking to dismiss the consolidated case. Further, the defendants have
filed a motion to stay discovery while the motion to dismiss is pending.
The court has yet to set a briefing schedule for either motion. The
Company cannot predict when these motions will be resolved or the
outcome of these cases.
Other Contingencies
The Company is not a party to any material pending legal
proceedings other than that described or referred to above. If the
Company is not successful in one or more of the foregoing suits, an
adverse judgment could have a material adverse effect on the Company.
Potential Royalties Liability
In May 1993, the United States Department of the Interior's
Minerals Management Service ("MMS") stated a new position that royalties
are payable on gas contract settlement proceeds to resolve take-or-pay,
buy-out, buy-down or pricing disputes involving a federal government oil
and gas lease. The Company has complied with all filing requirements and
disclosed the Texas Eastern Settlement to the MMS. Relying on the
holding by the Fifth Circuit in a case styled Diamond Shamrock
Exploration Co. v. Hodel and a prior rule of the MMS, the Company paid a
one-sixth royalty to the MMS on $5.8 million of the $69.6 million
received in the Texas Eastern Settlement, which is all of the royalty
that the Company believes is due on the Texas Eastern Settlement
proceeds. It is uncertain whether the MMS will accept the Company's
calculation of royalty on the Texas Eastern Settlement. The ultimate
outcome of these events or potential claims made by the MMS against the
Company, if any, cannot be determined at this time.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
In addition to historical information, this discussion contains
certain forward-looking statements that involve risk sand uncertainties
about the business, long-term strategy, financial condition and future
of the Company. Factors that may affect future results are included in
the discussion below and in Part I, Items 1 and 2 of the Company's Form
10-K for the year ended December 31, 1995. Actual results could differ
materially from those forward-looking statements.
Liquidity and Capital Resources
On September 30, 1996, the Company's current assets exceeded its
current liabilities by $37.7 million. On December 31, 1995 the Company's
current assets exceeded its current liabilities by $47.4 million. The
$9.7 million decrease primarily resulted from an increase in current
liabilities from drilling costs and reorganization costs accrued at
September 30, 1996 and a decrease in cash and cash equivalents from
higher capital expenditures paid in excess of cash flow from operations
during the nine months ended September 30, 1996. Cash, cash equivalents
and marketable securities totaled $41.7 million on that date compared to
$46.4 million at year end. The ratio of the Company's current assets to
current liabilities on September 30, 1996 was 4.2 to 1.
Cash flow from operations for the first nine months of 1996
increased by $11.0 million, or 70%, to $26.8 million when compared to
the first nine months of 1995. The increase resulted primarily from a
40% increase in cash received from oil and natural gas sales because of
higher oil and natural gas production and higher average prices. Oil
production increased primarily because of a full nine months of oil
production from South Pass Block 87 and several new onshore properties.
Natural gas production increased primarily because of production from
South Pass Block 87 and Main Pass Block 262.
Oil and natural gas production from South Pass Block 87 began in
May 1995 and natural gas production from Main Pass Block 262 began in
March 1996. The combined production from these two properties in
September 1996 was 1,400 BOPD and 11.7 MMcfgd, net to the Company's
interest. The Company's net production from all properties during
September 1996 was 2,600 BOPD and 22.8 MMcfgd.
Average oil and natural gas prices increased significantly during
the nine months ended September 30, 1996 when compared to average prices
for the nine months ended September 30, 1995. Average oil prices
increased $2.65 to $19.33 and the average spot prices for natural gas
increased $0.78 to $2.54 for the nine months ended September 30, 1996.
In addition, the contract price for South Pass Block 89 production
increased 10% under the terms of the long-term natural gas sales
contract covering production from this block. The increase in the spot
price for natural gas is significant in that almost 50% or 3.0 Bcf of
the natural gas produced by the Company for the first nine months of
this year was sold on the spot market compared to 22% or 0.9 Bcf for the
first nine months ended September 30, 1995.
The Company's long-term natural gas sales contract covering
production from South Pass Block 89 requires the gas purchaser to take
or pay for 80% of the Seller's Delivery Capacity from the Company's gas
wells, which is now 8.1 MMcfgd, or 6.7 MMcfgd after payment of
royalties. The gas contract does not limit the sales of casinghead gas
from the Company's oil wells in South Pass Block 89. The Company is
currently sidetracking Well B-11S into the U-sand gas cap reservoir and
expects such activity to be finished during the fourth quarter of this
year.
Future revenues, net income and cash flow from operations are
dependent upon natural gas produced from U-sand gas wells in the
Platform "B" area because of the high production rate from a limited
number of such wells and the high contract price for natural gas
production from those wells. During the first nine months of 1996
approximately 57% or $28.1 million of the total oil and natural gas
revenues received by the Company are from natural gas sales from South
Pass Block 89. Unforeseen mechanical or other failures of these wells or
significant reductions in estimated natural gas reserves can potentially
have an immediate and significant impact on the operations of the
Company. The Company will attempt to reduce these risks by establishing
and maintaining multiple take points from this reservoir and by
continuing its on-going efforts to diversify its oil and natural gas
production by obtaining production from areas outside South Pass Block
89. The Company has reduced the concentration of natural gas revenue
from South Pass Block 89 to 57% of total oil and natural gas revenues
for the nine months ended September 30, 1996 from 72% for the full year
1995 and 80% for the full year 1994.
The Company's capital expenditures for the first nine months of
1996 increased by 97% to $31.3 million from $15.9 million for the same
nine-month period in the prior year. The following table presents the
capital expenditures by area for the nine months ended September 30,
1996 and the capital expenditures budget for the remaining three months
of 1996.
Nine Months Budget for Three
Ended September 30, Months Ended
Area 1996 December 31, 1996
________________________ ________________ _________________
(In thousands)
South Pass Blocks 86, 87
and 89 and West Delta
Block 128 $ 2,700 $ 1,300
Gulf of Mexico 18,900 3,500
West Texas / New Mexico 2,300 100
South Texas 1,700 200
Alabama / Mississippi 5,500 1,200
Miscellaneous 200 0
________________ ________________
Total Capital
Expenditures $ 31,300 $ 6,300
================ ================
Capital expenditures for the Gulf of Mexico area included
approximately $4.2 million for platform fabrication, drilling and
completion costs of two Main Pass Block 262 wells, $7.9 million for an
exploratory well in Ship Shoal Block 352, $1.8 million for an
exploratory well in High Island Block 576, $1.4 million for an
exploratory well in Eugene Island Block 135 and $866,000 for an
exploratory well in West Cameron Block 365. Other Gulf of Mexico capital
expenditures totaling $2.6 million include costs incurred in acquiring
additional offshore blocks. The Company plans to sell or exchange part
of its working interest in one or more of these blocks for interests in
other offshore blocks. During the first nine months of 1996, the Company
drilled six wells in the West Texas / New Mexico area, six wells in
South Texas and ten wells in the Alabama / Mississippi area. Seven of
these 22 wells are completed or being completed. Additional reserves
from these wells have not yet been estimated.
The capital investment and exploration budget for the remaining
three months of 1996 include amounts budgeted for two exploratory wells
in the Gulf of Mexico area, one well in the West Texas / New Mexico
area, three wells in the South Texas and three exploratory wells and one
development well in the Alabama / Mississippi area. The Company believes
that its capital investment and exploration budget will be primarily
funded from cash flow from operations throughout the year with
additional capital requirements being met by existing cash and cash
equivalents or sales of marketable securities, if required.
During 1996, the Company purchased high-grade fixed income
securities with excess cash in order to obtain a higher yield on cash
and cash equivalents. The securities have an "AA" rating, or higher, and
maturities of less than seven years. The Company's line of credit facility
with a bank in the amount of $25.0 million was renewed in June 1996 and
will be effective until June 1997. The line of credit with a current
borrowing base of $10.0 million is collateralized by the Company's South
Pass oil and gas properties. The Company has issued letters of credit
to the MMS totaling $150,000 against this line of credit in connection
with the Company's oil and gas leases in the Gulf of Mexico.
The Company entered into severance agreements with its employees
in December 1995. The severance agreements require certain payments to
employees upon termination of employment, in certain instances, during a
period of two years after a change in control (as defined in the
severance agreements). Terminations providing severance benefits include
terminations by the Company other than for cause (as defined in the
severance agreements) or by the employee following a change in control
and upon the occurrence of certain events adversely affecting the
employee's employment. When the certain stockholder consents became
effective on July 30, 1996, a change in control, as defined in the
severance agreements, occurred. The total estimated cost under the
severance agreements, if all severance agreement became effective, is
$5.4 million. As of September 30, 1996, twelve employees were dismissed,
reached agreements to terminate employment or were notified of their
impending termination. Amounts totaling $1.9 million relating to
terminated employees, were charged to reorganization expense for the
period ending September 30, 1996. The Company can not currently estimate
whether any additional severance claims will be made or the likelihood
of future payments of severance benefits. See Notes to Financial
Statements - Note 1. Accounting Policies and Basis of Presentation -
Severance Agreements.
The Company's liquidity and capital resources could be adversely
affected if the Company were to make a significant acquisition of
properties, if certain pending litigation were resolved in a manner
adverse to the Company, See Notes to Financial Statements Note 3.
Commitments and Contingencies, if oil or natural gas prices received by
the Company were to decline or if oil or natural gas production or
reserves were to decline. Depending on the nature, amount and timing of
any such event, the effect on the Company could be material.
Results of Operations
The Company recorded a net loss for the third quarter of 1996 of
$3.1 million, or $0.15 per share, and a net loss of $4.2 million, or
$0.20 per share, for the first nine months of 1996. The loss primarily
resulted from dry hole costs totaling $15.2 million for the first nine
months of 1996, reimbursement for litigation expenses in the Griffin
case and reorganization costs incurred in the third quarter. These
expenses were partially offset by 6% and 26% increases in total revenues
for the three and nine month periods ended September 30, 1996, respectively,
when compared to the same periods in the prior year.
Net sales volumes and average sales prices of the Company's oil
and natural gas production (including the proceeds from the sale of
liquids extracted from the natural gas) for the three and nine months
ended September 30, 1996 and 1995 were as follows:
Three Months Ended Nine Months Ended
September 30, % September 30, %
1996 1995 Change 1996 1995 Change
______ ______ ______ ______ ______ ______
Net sales volumes:
Oil (MBbls):
Platform "B" 40 74 -46% 148 230 -36%
Platform "C 47 70 -33% 146 220 -34%
Platform "D" 118 101 17% 345 135 156%
Other-all
onshore 23 7 229% 55 7 686%
______ ______ ______ ______ ______ ______
Total oil
volumes 228 252 -10% 694 592 17%
====== ====== ====== ====== ====== ======
Natural gas
(MMcf):
Platform "B" 638 813 -22% 2,335 2,475 -6%
Platform "C" 323 433 -25% 965 1,216 -21%
Platform "D" 822 330 149% 1,926 416 363%
Main Pass
Block 262 81 0 n/a 856 0 n/a
Other-all
onshore 24 0 n/a 41 0 n/a
______ ______ ______ ______ ______ ______
Total natural
gas volumes 1,888 1,576 20% 6,123 4,107 49%
====== ====== ====== ====== ====== ======
Average sales prices:
Oil (per Bbl) $19.77 $16.08 23% $19.33 $16.68 16%
Natural gas
(per Mcf) $ 5.40 $ 6.19 -13% $ 5.86 $ 6.92 -15%
Total oil revenues increased by $462,000, or 11%, during the third
quarter of 1996 and by $3.5 million, or 36%, during the first nine
months of 1996 when compared to same periods in the prior year,
respectively. The increase in oil revenues for the third quarter of 1996
resulted from a $3.69 increase in the average prices which increased oil
revenues $781,000. Offsetting this increase was a net 24,000 barrel
decrease in oil production, primarily from Platforms "B" and "C", which
decreased oil revenues $319,000. A full nine months of production from
Platform "D" combined with oil production from other new areas increased
oil revenues $4.3 million. In addition, a $2.65 increase in average
prices increased revenues an additional $1.9 million. However, decreases
in oil production from the natural depletion of oil reserves located in
the Platform "B" and "C" areas offset the increases in oil revenues by
$2.7 million.
Natural gas revenues increased by $453,000, or 5%, for the third
quarter of 1996 and by $7.5 million, or 26%, for the first nine months
of 1996 when compared to the same periods in the prior year. The
increases were the result of a net increase in natural gas production
and increased natural gas prices. First, natural gas revenues increased
by $841,000 and by $2.6 million for the three and nine months ended
September 30, 1996, respectively, as a result of natural gas production
from Platform "D" and by $139,000 and by $1.9 million for the three and
nine months ended September 30, 1996, respectively, from initial non-
South Pass natural gas production, primarily from Main Pass Block 262.
The increases in natural gas production from these areas were partially
offset by lower natural gas production from Platforms "B" and "C" which
decreased natural gas revenues $1.9 million and $1.7 million for the
three and nine months ended September 30, 1996 respectively. Second,
natural gas prices from wells in South Pass Block 89 increased by 10%
on January 1, 1996, in accordance with the Company's long-term gas sales
contract, and natural gas spot prices increased by 44% and 32% for the
third quarter of 1996 and first nine months of 1996, respectively, when
compared to the same periods of 1995. The increase in sales prices added
$1.3 million and $4.6 million to natural gas revenues for the three and
nine months ended September 30, 1996, respectively.
Operating expenses increased by 17%, or $226,000, for the third
quarter of 1996 compared to the third quarter of 1995 and by 27%, or
$1.0 million, for the nine months of 1996 compared to the first nine
months of 1995. The increase resulted from the beginning of operations
on several new properties, primarily South Pass Block 87 and Main Pass
Block 262 but also including several new on-shore properties. Net
Profits expense decreased by $1.0 million for the third quarter of 1996
due to lower natural gas revenues and higher capital expenditures from
South Pass Block 89 for the three month period ended September 30, 1996.
Net Profits expense increased $832,000, or 10%, during the nine months
ended September 30, 1996, when compared to the same period in 1995
because of higher natural gas revenues from South Pass Block 89 for the
nine months then ended.
Exploration expense increased by $5.6 million for the three months
ended September 30, 1996 and by $14.0 million for the nine months ended
September 30, 1996 primarily because of an increase in dry hole expense.
During the first nine months of 1996, the Company drilled three non-
commercial exploration wells in the Gulf of Mexico: Ship Shoal Block 352
at a total cost of $7.9 million, High Island Block 576 at a total cost
of $1.8 million and West Cameron Block 365 at a total cost of $866,000.
The remaining $4.6 million in dry hole costs are primarily related to
unsuccessful exploration drilling in the onshore areas of exploration.
Depreciation, depletion and amortization expense increased by $764,000,
or 19%, for the third quarter of 1996 and by $2.7 million, or 26%, for
the first nine months of 1996 when compared to the same periods in the
prior year. This increase was due to the commencement of depreciation,
depletion and amortization of Platform "D" and other new oil and natural
gas properties.
General and administrative expenses increased by 54%, or $1.2
million, and by 38%, or $2.4 million, for the three and nine months
ended September 30, 1996, respectively. The increase was attributable to
increased legal and professional fees which included legal expenses
related to reimbursement of legal fees and costs payable to the Estate
for litigation costs incurred with respect to the Griffin case, See
Notes to Financial Statements - Note 2. Related Party Transactions and
Note 3. Commitments and Contingencies - Griffin cases, litigation costs
related to the Phillips Petroleum case, See Notes to Financial
Statements - Note 3. Commitments and Contingencies -Phillips Petroleum
case, and legal fees and costs related to the study to determine whether
the issuance of shares of the Company in the Corporate Conversion as
Class B (Non-Voting) Common Stock, rather than Class A (Voting) Common
Stock, to certain holders was in accordance with the Fifth Circuit's
opinion in the Griffin Case. See Notes to Financial Statements - Note
1. Accounting Policies and Basis of Presentation - Common Stock.
Reorganization costs totaling $1.9 million were accrued during the
third quarter of 1996 as a result of the termination of several
employees in accordance with the terms of severance agreements. See
Notes to Financial Statements - Note 1. Accounting Policies and Basis
of Presentation - Severance Agreements. In the first quarter of 1995,
the Company accrued $723,000 as reorganization costs for the
discontinuance of certain administrative positions in the Dallas office
and closing other offices. Income tax expense or benefit decreased for the
third quarter and first nine months of 1996 because of the net loss
before income taxes incurred during both periods.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Incorporated herein by this reference is the discussion of
litigation set forth in Part I, Item 1, Note 3 of this Form 10-Q.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
On June 27, 1996 Box Brothers, as the record and beneficial holder
of approximately 57% of the outstanding Class A (Voting) Common Stock
of the Company, delivered a Written Consent executed by Box Brothers
pursuant to Section 228 of the Delaware General Corporation Law that (i)
amended the Company's By-Laws to permit the removal of directors without
cause, (ii) removed all the then current directors except Don D. Box and
Alan C. Shapiro, (iii) fixed the number of the directors of the Company
at seven and elected the following as directors of the Company: Don D.
Box; Alan C. Shapiro; Glen Adams; Daryl L. Buchanan; Richard D. Squires;
Thomas D. Rollins; and Bernay C. Box. The effective date of the Written
Consent was July 30, 1996. Subsequently, written consents to the same
effect, executed by Messrs. Georges and Rutherford, the record holders
of 23% of the Company's Class A (Voting) Common Stock, were delivered to
the Company.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
3.1* Certificate of Incorporation, as amended.
3.2* By-laws.
4.1* Form of Indenture.
10.1* Amended and Restated Certificate and Articles of
Limited Partnership of OKC Limited Partnership.
10.2* Restatement and Amendment of Gas Purchase
Contract Dated July 15, 1982, as amended October
5, 1982 and December 21, 1982 and December 26,
1984.
10.3* Offshore Operating Agreement (SLAM Group), dated
as of January 1, 1977, as amended.
10.4* Farmout Agreement with Aminoil USA, Inc.,
effective May 1, 1977, dated May 9, 1977.
10.5* Assignment of Lease, dated May 26, 1977.
10.6* Oil and Gas Lease of Submerged Lands under the
Outer Continental Shelf Lands Act dated July 1,
1967, covering all of Block 89, South Pass Area,
South and East Addition, by the United States of
America, as Lessor, dated July 1, 1967, said
lease having been assigned to Box Energy
Corporation as of April 15, 1992.
10.7* Oil and Gas Lease of Submerged Lands under the
Outer Continental Shelf Lands Act dated July 1,
1967, covering all of Block 86, South Pass Area,
South and East Addition, by the United States of
America, as Lessor, dated July 1, 1983, said
lease having been assigned to Box Energy
Corporation as of April 15, 1992.
10.8* Oil and Gas Lease of Submerged Lands under the
Outer Continental Shelf Lands Act dated July 1,
1967, covering all of Block 87, South Pass Area,
South and East Addition, by the United States of
America, as Lessor, dated September 1, 1985,
said lease having been assigned to Box Energy
Corporation as of April 15, 1992.
10.9* Transportation Agreement with CKB Petroleum,
Inc. dated March 1, 1985, as amended on April
19, 1989.
10.10* Agreement of Compromise and Amendment to Farmout
Agreement, dated July 3, 1989.
10.11* Settlement Agreement with Texas Eastern
Transmission Corporation, dated November 14,
1990.
10.12* Guarantee of Panhandle Eastern Corporation,
dated November 21, 1990.
10.13* Bill of Sale and Assumption of Obligations from
OKC Limited Partnership, dated April 15, 1992.
10.14* Asset Purchase Agreement, dated April 15, 1992.
10.15* Sales Agreement with Marathon Oil Company,
effective April 1, 1992, dated June 2, 1992,
with Amendment, effective June 8, 1992.
10.16* Sales Agreement with Marathon Oil Company,
effective April 1, 1992, dated June 18, 1992.
10.17* 1992 Incentive Stock Option Plan of Box Energy
Corporation.
10.18* 1992 Non-Qualified Stock Option Plan of Box
Energy Corporation.
10.19** Pension Plan of Box Energy Corporation,
effective April 16, 1992.
10.20# First Amendment to the Pension Plan of Box
Energy Corporation dated December 16, 1993.
10.21# Platform Sharing Agreement, effective December
10, 1993, regarding Platform "D" in South Pass
Block 87.
10.22## Secured Revolving Credit Loan Agreement by and
between Box Energy Corporation, as borrower,
and Comerica Bank-Texas, as lender, dated May
13, 1994.
10.23## Revolving Credit Note dated May 13, 1994, in the
maximum principal amount of $25.0 million
executed by Box Energy Corporation, payable to
Comerica Bank-Texas.
10.24## Act of Mortgage and Security Agreement dated May
13, 1994, executed by Box Energy Corporation in
favor of Comerica Bank-Texas.
10.25## Second Amendment to the Pension Plan of Box
Energy Corporation dated December 31, 1994.
10.26+ Form of Executive Severance Agreements dated as
of December 12, 1995 by and between Box Energy
Corporation and key employees.
10.27+ Form of Letter Agreements regarding severance
benefits dated as of December 12, 1995 by and
between Box Energy Corporation and employees not
covered by Executive Severance Agreements.
10.28+ First Amendment to Secured Revolving Credit
Loan Agreement dated May 13, 1996 by and between
Box Energy Corporation and Comerica Bank-Texas.
10.29+ Renewal and Extension Revolving Credit Note
dated May 13, 1996, in the maximum principal
amount of $25.0 million executed by Box Energy
Corporation, payable to Comerica Bank-Texas.
11.1 Statement regarding computation of earnings per
share.
27 Financial Data Schedule
(b) The Company filed a Form 8-K during the quarter ended
September 30, 1996 which reported the Company's dismissal of
Coopers & Lybrand L.L.P. as independent accountants and the
retaining of Arthur Andersen LLP as the Company's independant
accountants for 1996.
- ------------------
*Incorporated by reference to the Company's Registration Statement on
Form S-2 (file number 33-52156) filed with the Commission and effective
on December 1, 1992.
**Incorporated by reference to the Company's Form 10-K (file number 1-
11516) for the fiscal year ended December 31, 1992 filed with the
Commission and effective on or about March 30, 1993.
#Incorporated by reference to the Company's Form 10-K (file number 1-
11516) for the fiscal year ended December 31, 1993 filed with the
Commission and effective on or about March 30, 1994.
##Incorporated by reference to the Company's Form 10-K (file number 1-
11516) for the fiscal year ended December 31, 1994 filed with the
Commission and effective on or about March 30, 1995.
+Incorporated by reference to the Company's Form 10-K (file number 1-
11516) for the fiscal year ended December 31,1995 filed with the
Commission and effective on or about March 30, 1996.
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.
BOX ENERGY CORPORATION
Date: November 14, 1996 By: (Don D. Box)
______________________ ___________________________________
Don D. Box
Chief Executive Officer and President
Date: November 14, 1996 By: (J. Burke Asher)
______________________ __________________________________
J. Burke Asher
Chief Accounting Officer
BOX ENERGY CORPORATION
COMPUTATION OF INCOME PER SHARE
Exhibit 11.1
(In thousands, except per share amounts)
Three Months Ended September 30,
1996 1995
_____________ _____________
Net income (loss) for primary
income (loss) per share $ (3,138) $ 1,918
Interest expense on 8 1/4%
convertible subordinated notes 1,145 1,145
Income tax effect (assumed to
be 35%) (401) (401)
_____________ _____________
Net income (loss) for
fully-diluted income (loss)
per share $ (2,394) $ 2,662
============= =============
Primary income (loss) per share $ (0.15) $ 0.09
============= =============
Fully-diluted income (loss)
per share $ (0.09) $ 0.10
============= =============
Calculation of weighted average
shares
Class A (Voting) Common Stock 3,250 3,250
Class B (Non-voting) Common
Stock 17,553 17,553
Stock options considered
common stock equivalents 0 0
_____________ _____________
Total shares used for
primary income (loss)
per share 20,803 20,803
Contingent shares from remaining
stock options granted 331 243
Contingent shares from 8 1/4%
convertible subordinated notes 5,007 5,007
_____________ _____________
Total shares used for
fully-diluted income
(loss) per share 26,141 26,053
============= =============
Nine Months Ended September 30,
1996 1995
_____________ _____________
Net income (loss) for primary
income (loss) per share $ (4,194) $ 3,493
Interest expense on 8 1/4%
convertible subordinated notes 3,411 3,399
Income tax effect (assumed to
be 35%) (1,194) (1,190)
_____________ _____________
Net income (loss) for
fully-diluted income (loss)
per share $ (1,977) $ 5,702
============= =============
Primary income (loss) per share $ (0.20) $ 0.17
============= =============
Fully-diluted income (loss)
per share $ (0.08) $ 0.22
============= =============
Calculation of weighted average
shares
Class A (Voting) Common Stock 3,250 3,250
Class B (Non-voting) Common
Stock 17,553 17,553
Stock options considered common
stock equivalents 4 0
_____________ ____________
Total shares used for primary
income (loss) per share 20,807 20,803
Contingent shares from remaining
stock options granted 313 282
Contingent shares from 8 1/4%
convertible subordinated notes 5,007 5,007
_____________ ____________
Total shares used for
fully-diluted income
(loss) per share 26,127 26,092
============= ============
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BOX ENERGY
CORPORATION'S FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000874992
<NAME> BOX ENERGY CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 13049
<SECURITIES> 28622
<RECEIVABLES> 6795
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 49885
<PP&E> 184521
<DEPRECIATION> 106628
<TOTAL-ASSETS> 144937
<CURRENT-LIABILITIES> 12145
<BONDS> 555077
0
0
<COMMON> 20803
<OTHER-SE> 56912
<TOTAL-LIABILITY-AND-EQUITY> 144955
<SALES> 49273
<TOTAL-REVENUES> 52757
<CGS> 45065
<TOTAL-COSTS> 55682
<OTHER-EXPENSES> 0
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</TABLE>
