10-Q
1
form10-q.htm
UNITED
STATES
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 September 30, 2020
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 No. 1-31785
MEXCO
ENERGY CORPORATION
(Exact
name of registrant as specified in its charter)
Colorado
84-0627918
( State
or other jurisdiction of
(IRS
Employer
incorporation
or organization)
Identification
Number)
415
West Wall Street, Suite 475
Midland,
Texas
79701
(Address
of principal executive offices)
(Zip
code)
(432)
682-1119
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock, par value $0.50 per share
MXC
NYSE
American
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 and (2) has been subject to such filing requirements for the past 90 days. YES [X]
NO [ ]
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X]
No [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company as defined in Rule 12b-2 of the Exchange Act.
Large
Accelerated Filer [ ]
Accelerated
Filer [ ]
Non-Accelerated
Filer [ ]
Smaller
reporting company [X]
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]
The
number of shares outstanding of the registrant’s common stock, par value $.50 per share, as of November 5, 2020 was
2,051,866.
MEXCO
ENERGY CORPORATION AND SUBSIDIARIES
Table
of Contents
Page
PART
I. FINANCIAL INFORMATION
Item
1.
Financial
Statements
Consolidated
Balance Sheets as of September 30, 2020 (Unaudited) and March 31, 2020
3
Consolidated
Statements of Operations (Unaudited) for the three months and six months ended September 30, 2020 and September 30, 2019
4
Consolidated
Statements of Changes in Stockholders’ Equity (Unaudited) for the three and six months ended September 30, 2020 and
September 30, 2019
5
Consolidated
Statements of Cash Flows (Unaudited) for the six months ended September 30, 2020 and September 30, 2019
6
Notes
to Consolidated Financial Statements (Unaudited)
7
Item
2.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
15
Item
3.
Quantitative
and Qualitative Disclosures About Market Risk
18
Item
4.
Controls
and Procedures
19
PART
II. OTHER INFORMATION
Item
1.
Legal
Proceedings
20
Item
1A.
Risk
Factors
20
Item
2.
Unregistered
Sales of Equity Securities and Use of Proceeds
20
Item
3.
Defaults
upon Senior Securities
20
Item
4.
Mine
Safety Disclosures
20
Item
5.
Other
Information
20
Item
6.
Exhibits
20
SIGNATURES
21
CERTIFICATIONS
PART
I – FINANCIAL INFORMATION
Item
1. Financial Statements
Mexco
Energy Corporation and Subsidiaries
CONSOLIDATED
BALANCE SHEETS
September 30,
March 31,
2020
2020
(Unaudited)
ASSETS
Current assets
Cash
and cash equivalents
$ 62,678
$ 34,381
Accounts receivable:
Oil and natural
gas sales
320,772
271,315
Trade
592
13,382
Prepaid
costs and expenses
23,901
50,188
Total current assets
407,943
369,266
Property and equipment,
at cost
Oil and gas properties,
using the full cost method
38,022,952
37,465,172
Other
120,208
116,993
Accumulated
depreciation, depletion and amortization
(28,569,491 )
(28,109,252 )
Property and equipment,
net
9,573,669
9,472,913
Investment –
cost basis
175,000
150,000
Operating lease,
right-of-use asset
53,113
76,130
Other
noncurrent assets
44
2,200
Total assets
$ 10,209,769
$ 10,070,509
LIABILITIES AND STOCKHOLDERS’
EQUITY
Current liabilities
Accounts payable
and accrued expenses
$ 112,288
$ 116,760
Operating
lease liability, current
54,912
65,721
Total current liabilities
167,200
182,481
Long-term liabilities
Long-term debt
1,143,686
757,423
PPP loan payable
68,574
-
Operating lease
liability, long-term
-
10,982
Asset
retirement obligations
770,204
755,261
Total
long-term liabilities
1,982,464
1,523,666
Total liabilities
2,149,664
1,706,147
Commitments and
contingencies
Stockholders’
equity
Preferred stock - $1.00 par value; 10,000,000 shares authorized; none outstanding
-
-
Common stock - $0.50 par value; 40,000,000 shares authorized; 2,108,666 and 2,107,166 shares issued; 2,041,666 and 2,040,166 shares outstanding as of September 30, 2020 and March 31, 2020, respectively
1,054,333
1,053,583
Additional paid-in
capital
7,375,984
7,339,351
Retained (losses)
earnings
(24,211 )
317,429
Treasury
stock, at cost (67,000 shares)
(346,001 )
(346,001 )
Total stockholders’
equity
8,060,105
8,364,362
Total
liabilities and stockholders’ equity
$ 10,209,769
$ 10,070,509
The
accompanying notes are an integral part of the consolidated financial statements.
Page 3
Mexco
Energy Corporation and Subsidiaries
CONSOLIDATED
STATEMENTS OF OPERATIONS
(Unaudited)
Three
Months Ended
Six
Months Ended
September
30,
September
30,
2020
2019
2020
2019
Operating
revenues:
Oil
sales
$ 504,957
$ 531,086
$ 787,327
$ 1,119,522
Natural
gas sales
125,007
94,664
206,816
197,922
Other
6,078
134
12,355
8,031
Total
operating revenues
636,042
625,884
1,006,498
1,325,475
Operating
expenses:
Production
217,117
229,042
388,783
448,437
Accretion
of asset retirement obligations
7,237
6,590
14,424
13,337
Depreciation,
depletion, and amortization
236,134
209,729
460,239
419,967
General
and administrative
192,360
255,294
441,238
566,355
Total
operating expenses
652,848
700,655
1,304,684
1,448,096
Operating
loss
(16,806 )
(74,771 )
(298,186 )
(122,621 )
Other
income (expenses):
Interest
income
301
479
316
499
Interest
expense
(13,515 )
(8,495 )
(24,570 )
(14,851 )
Loss
on derivative instruments
(11,950 )
-
(19,200 )
-
Net
other expense
(25,164 )
(8,016 )
(43,454 )
(14,352 )
Loss
before income taxes
(41,970 )
(82,787 )
(341,640 )
(136,973 )
Income
tax
-
-
-
-
Net
loss
$ (41,970 )
$ (82,787 )
$ (341,640 )
$ (136,973 )
Loss
per common share:
Basic:
$ (0.02 )
$ (0.04 )
$ (0.17 )
$ (0.07 )
Diluted:
$ (0.02 )
$ (0.04 )
$ (0.17 )
$ (0.07 )
Weighted
average common shares outstanding:
Basic:
2,040,941
2,040,166
2,040,553
2,040,166
Diluted:
2,040,941
2,040,166
2,040,553
2,040,166
The
accompanying notes are an integral part of the consolidated financial statements.
Page 4
Mexco
Energy Corporation and Subsidiaries
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
Common
Stock Par Value
Additional
Paid-In Capital
Retained
Earnings (Losses)
Treasury
Stock
Total
Stockholders’
Equity
Balance at April 1, 2020
$ 1,053,583
$ 7,339,351
$ 317,429
$ (346,001 )
$ 8,364,362
Net loss
-
-
(341,640 )
-
(341,640 )
Issuance of stock
through options exercised
750
8,685
9,435
Stock
based compensation
-
27,948
-
-
27,948
Balance at September 30, 2020
$ 1,054,333
$ 7,375,984
$ (24,211 )
$ (346,001 )
$ 8,060,105
Common
Stock Par Value
Additional
Paid-In Capital
Retained
Earnings (Losses)
Treasury
Stock
Total
Stockholders’
Equity
Balance at June 30, 2020
$ 1,053,583
$ 7,353,356
$ 17,759
$ (346,001 )
$ 8,078,697
Net loss
-
-
(41,970 )
-
(41,970 )
Issuance of stock
through options exercised
750
8,685
9,435
Stock
based compensation
-
13,943
-
-
13,943
Balance at September 30, 2020
$ 1,054,333
$ 7,375,984
$ (24,211 )
$ (346,001 )
$ 8,060,105
Common
Stock Par Value
Additional
Paid-In Capital
Retained
Earnings
Treasury
Stock
Total
Stockholders’
Equity
Balance at April 1, 2019
$ 1,053,583
$ 7,305,048
$ 416,907
$ (346,001 )
$ 8,429,537
Net loss
-
-
(136,973 )
-
(136,973 )
Stock
based compensation
-
16,250
-
-
16,250
Balance at September 30, 2019
$ 1,053,583
$ 7,321,298
$ 279,934
$ (346,001 )
$ 8,308,814
Common
Stock Par Value
Additional
Paid-In Capital
Retained
Earnings
Treasury
Stock
Total
Stockholders’
Equity
Balance at June 30, 2019
$ 1,053,583
$ 7,313,173
$ 362,721
$ (346,001 )
$ 8,383,476
Net loss
-
-
(82,787 )
-
(82,787 )
Stock
based compensation
-
8,125
-
-
8,125
Balance at September 30, 2019
$ 1,053,583
$ 7,321,298
$ 279,934
$ (346,001 )
$ 8,308,814
SHARE ACTIVITY
Common stock shares, issued:
Balance at April 1, 2020
2,107,166
Issued
1,500
Balance at September 30, 2020
2,108,666
Common stock shares, held in treasury:
Balance at April 1, 2020
(67,000 )
Acquisitions
-
Balance at September 30, 2020
(67,000 )
Common stock shares, outstanding at
September 30, 2020
2,041,666
The
accompanying notes are an integral part of the consolidated financial statements.
Page 5
Mexco
Energy Corporation and Subsidiaries
CONSOLIDATED
STATEMENTS OF CASH FLOWS
For
the Six Months Ended September 30,
(Unaudited)
2020
2019
Cash flows from
operating activities:
Net
loss
$ (341,640 )
$ (136,973 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Stock-based compensation
27,948
16,250
Depreciation,
depletion and amortization
460,239
419,967
Accretion of
asset retirement obligations
14,424
13,337
Amortization
of debt issuance costs
6,263
7,188
Changes in operating
assets and liabilities:
(Increase) decrease
in accounts receivable
(36,667 )
456
Decrease in right-of-use
asset
23,017
32,628
Decrease in prepaid
expenses
26,287
14,568
Decrease in other
assets
-
30,421
Increase (decrease)
in accounts payable and accrued expenses
7,185
(13,956 )
Settlement of
asset retirement obligations
(1,028 )
(8,694 )
Decrease
in operating lease liability
(21,791 )
(32,254 )
Net cash provided
by operating activities
164,237
342,938
Cash flows from
investing activities:
Additions to
oil and gas properties
(714,079 )
(842,139 )
Drilling refunds
42,060
-
Investment –
cost basis
(25,000 )
(100,000 )
Proceeds from
sale of oil and gas properties and equipment
106,285
26,448
Additions
to other property and equipment
(3,215 )
-
Net cash used
in investing activities
(593,949 )
(915,691 )
Cash flows from
financing activities:
Proceeds from
exercise of stock options
9,435
-
Proceeds from
long-term debt
673,574
555,000
Reduction
of long-term debt
(225,000 )
(40,000 )
Net
cash provided by financing activities
458,009
515,000
Net increase (decrease) in cash and
cash equivalents
28,297
(57,753 )
Cash and cash
equivalents at beginning of period
34,381
128,252
Cash
and cash equivalents at end of period
$ 62,678
$ 70,499
Supplemental disclosure of cash flow
information:
Cash paid for
interest
$ 17,859
$ 7,395
Non-cash investing and financing
activities:
Asset retirement
obligations
$ 11,269
$ 10,421
Operating lease
– right of use asset and associated liabilities
$ 9,360
$ 141,385
The
accompanying notes are an integral part of the consolidated financial statements.
Page 6
Mexco
Energy Corporation and Subsidiaries
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.
Nature of Operations
Mexco
Energy Corporation (a Colorado corporation) and its wholly owned subsidiaries, Forman Energy Corporation (a New York corporation),
Southwest Texas Disposal Corporation (a Texas corporation) and TBO Oil & Gas, LLC (a Texas limited liability company) (collectively,
the “Company”) are engaged in the exploration, development and production of natural gas, crude oil, condensate and
natural gas liquids (“NGLs”). Most of the Company’s oil and gas interests are centered in the West Texas and
Southeastern New Mexico; however, the Company owns producing properties and undeveloped acreage in fourteen states. All of the
Company’s oil and gas interests are operated by others.
Recent
Events
The
outbreak of the novel coronavirus (“COVID-19”) in the first calendar quarter of 2020 and its continued spread across
the globe in the second and third calendar quarters of 2020 has resulted, and is likely to continue to result, in significant
economic disruption and has, and is likely to continue to, adversely affect the operations of the Company’s business, as
the significantly reduced global and national economic activity has resulted in reduced demand for oil and natural gas. Federal,
state and local governments mobilized to implement containment mechanisms to minimize impacts to their populations and economies.
Various containment measures, which include the quarantining of cities, regions and countries, while aiding in the prevention
of further outbreak, have resulted in a severe drop in general economic activity and a resulting decrease in energy demand. In
addition, the global economy has experienced a significant disruption to global supply chains. The extent of the COVID-19 outbreak
on the Company’s operational and financial performance will continue to depend on certain developments, including the duration
and spread of the outbreak and its continued impact on customer activity and third-party providers. The direct impact to the Company’s
operations began to take effect at the close of the fiscal year ended March 31, 2020, and continued through the issuance of these
condensed consolidated financial statements. The full extent to which the COVID-19 outbreak may affect the Company’s financial
conditions, results of operations or liquidity subsequent to the issuance of these condensed consolidated financial statements
is uncertain. At the time of this filing, cases of COVID-19 in the U.S. remain high, including in Texas, where we conduct significant
operations.
The
severe drop in economic activity, travel restrictions and other restrictions due to COVID-19 have had a significant negative impact
on the demand for oil and gas. Due to the significantly reduced demand for oil and natural gas as a result of the COVID-19 pandemic
and the current oversupply of oil and natural gas in the market, available storage and capacity for the Company’s customers’
production may be limited or completely unavailable in the future, which may further negatively impact the price of oil. The Company
cannot predict whether, or when, the global supply and demand imbalance will be resolved or whether, or when, oil and natural
gas production and economic activities will return to normalized levels. In the absence of additional reductions to global production,
oil, natural gas and NGLs prices could remain at current levels, or decline further, for an extended period of time.
2.
Basis of Presentation and Significant Accounting Policies
Principles
of Consolidation . The consolidated financial statements include the accounts of Mexco Energy Corporation and its wholly owned
subsidiaries. All significant intercompany balances and transactions associated with the consolidated operations have been eliminated.
Estimates
and Assumptions . In preparing financial statements in conformity with accounting principles generally accepted in the United
States of America (“GAAP”), management is required to make informed judgments, estimates and assumptions that affect
the reported amounts of assets and liabilities as of the date of the financial statements and affect the reported amounts of revenues
and expenses during the reporting period. In addition, significant estimates are used in determining proved oil and gas reserves.
Although management believes its estimates and assumptions are reasonable, actual results may differ materially from those estimates.
The estimate of the Company’s oil and natural gas reserves, which is used to compute depreciation, depletion, amortization
and impairment of oil and gas properties, is the most significant of the estimates and assumptions that affect these reported
results.
Page 7
Interim
Financial Statements. In the opinion of management, the accompanying unaudited consolidated financial statements contain all
adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position of the Company as
of September 30, 2020, and the results of its operations and cash flows for the interim periods ended September 30, 2020 and 2019.
The consolidated financial statements as of September 30, 2020 and for the three and six month periods ended September 30, 2020
and 2019 are unaudited. The consolidated balance sheet as of March 31, 2020 was derived from the audited balance sheet filed in
the Company’s 2020 annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”). The
results of operations for the periods presented are not necessarily indicative of the results to be expected for a full year.
The accounting policies followed by the Company are set forth in more detail in Note 2 of the “Notes to Consolidated Financial
Statements” in the Form 10-K. Certain information and footnote disclosures normally included in financial statements prepared
in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in
this Form 10-Q pursuant to the rules and regulations of the SEC. However, the disclosures herein are adequate to make the information
presented not misleading. It is suggested that these financial statements be read in conjunction with the consolidated financial
statements and notes thereto included in the Form 10-K.
Investments.
The Company accounts for investments of less than 1% in limited liability companies using the cost method. The cost of the
investment is recorded as an asset on the consolidated balance sheets and when income from the investment is received, it is immediately
recognized on the consolidated statements of operations.
Derivative
Financial Instruments. The Company’s derivative financial instruments are used to manage commodity price risk attributable
to expected oil and gas production. While there is risk the financial benefit of rising oil and gas prices may not be captured,
the Company believes the benefits of stable and predictable cash flows outweigh the potential risks.
The
Company accounts for derivative financial instruments using fair value accounting and recognizes gains and losses in earnings
during the period in which they occur. Unsettled derivative instruments are recorded in the accompanying consolidated balance
sheets as either a current or non-current asset or a liability measured at its fair value. The Company only offsets derivative
assets and liabilities for arrangements with the same counterparty when right of setoff exists. Derivative assets and liabilities
with different counterparties are recorded gross in the consolidated balance sheets. Derivative contract settlements are reflected
in operating activities in the accompanying consolidated statements of cash flows.
The
Company uses certain pricing models to determine the fair value of its derivative financial instruments. Inputs to the pricing
models include publicly available prices and forward price curves generated from a compilation of data gathered from third parties.
Company management validates the data provided by third parties by understanding the pricing models used, obtaining market values
from other pricing sources, analyzing pricing data in certain situations and confirming that those securities trade in active
markets.
Recent
Accounting Pronouncements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying
the Accounting for Income Taxes” (“ASU 2019-12”), which simplifies various aspects of the income tax accounting
guidance in ASC 740, including requirements related to the following: (i) hybrid tax regimes; (ii) the tax basis step-up in goodwill
obtained in a transaction that is not a business combination; (iii) separate financial statements of entities not subject to tax;
(iv) the intraperiod tax allocation exception to the incremental approach; (v) ownership changes in investments - changes from
a subsidiary to an equity method investment (and vice versa); (vi) interim-period accounting for enacted changes in tax laws;
and (vii) the year-to-date loss limitation in interim-period tax accounting. ASU 2019-12 is effective for fiscal years beginning
after December 15, 2020, and interim periods within those fiscal years and early adoption is permitted. If an entity early adopts
these amendments in an interim period, it should reflect any adjustments as of the beginning of the annual period that includes
that interim period. In addition, an entity that elects to early adopt ASU 2019-12 is required to adopt all of the amendments
in the same period. The Company is currently assessing the effect that ASU 2019-12 will have on its financial position, results
of operations and disclosures.
3.
Asset Retirement Obligations
The
Company’s asset retirement obligations (“ARO”) relate to the plugging of wells, the removal of facilities and
equipment, and site restoration on oil and gas properties. The fair value of a liability for an ARO is recorded in the period
in which it is initially incurred, discounted to its present value using the credit adjusted risk-free interest rate, and a corresponding
amount capitalized by increasing the carrying amount of the related long-lived asset. The liability is accreted each period until
the liability is settled or the well is sold, at which time the liability is removed. The related asset retirement cost is capitalized
as part of the carrying amount of our oil and natural gas properties. The ARO is included on the consolidated balance sheets with
the current portion being included in the accounts payable and other accrued expenses.
Page 8
The
following table provides a rollforward of the AROs for the first six months of fiscal 2021:
Carrying amount of asset retirement obligations
as of April 1, 2020
$ 762,761
Liabilities incurred
11,269
Liabilities settled
(10,750 )
Accretion expense
14,424
Carrying amount of asset retirement obligations as of September
30, 2020
777,704
Less: Current
portion
7,500
Non-Current asset
retirement obligation
$ 770,204
4.
Long Term Debt
Long-term
debt on the Consolidated Balance Sheets consisted of the following as of the dates indicated:
September
30, 2020
March
31, 2020
Credit facility
$ 1,175,000
$ 795,000
Unamortized debt
issuance costs
(31,314 )
(37,577 )
Total
long-term debt
$ 1,143,686
$ 757,423
On
December 28, 2018, the Company entered into a loan agreement (the “Agreement”) with West Texas National Bank (“WTNB”),
which provided for a credit facility of $1,000,000 with a maturity date of December 28, 2021. The Agreement has no monthly commitment
reduction and a borrowing base to be evaluated annually.
On
February 28, 2020, the Agreement was amended to increase the credit facility to $2,500,000, extend the maturity date to March
28, 2023 and increase the borrowing base to $1,500,000.
Under
the Agreement, interest on the facility accrues at a rate equal to the prime rate as quoted in the Wall Street Journal plus one-half
of one percent (0.5%) floating daily. Interest on the outstanding amount under the Agreement is payable monthly. In addition,
the Company will pay an unused commitment fee in an amount equal to one-half of one percent (0.5%) times the daily average of
the unadvanced amount of the commitment. The unused commitment fee is payable quarterly in arrears on the last day of each calendar
quarter. As of September 30, 2020, there was $325,000 available on the facility.
No
principal payments are anticipated to be required through the maturity date of the credit facility, March 28, 2023. Upon closing
with WTNB on the original Agreement, the Company paid a .5% loan origination fee in the amount of $5,000 plus legal and recording
expenses totaling $34,532, which were deferred over the life of the credit facility. Upon closing the amendment to the Agreement,
the Company paid a .1% loan origination fee of $2,500 and an extension fee of $3,125 plus legal and recording expenses totaling
$12,266, which were also deferred over the life of the credit facility.
Amounts
borrowed under the Agreement are collateralized by the common stock of the Company’s wholly owned subsidiaries and substantially
all of the Company’s oil and gas properties.
The
Agreement contains customary covenants for credit facilities of this type including limitations on change in control, disposition
of assets, mergers and reorganizations. The Company is also obligated to meet certain financial covenants under the Agreement
and requires senior debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”) ratios (Senior
Debt/EBITDA) less than or equal to 4.00 to 1.00 measured with respect to the four trailing quarters and minimum interest coverage
ratios (EBITDA/Interest Expense) of 2.00 to 1.00 for each quarter. The Company is in compliance with all covenants as of September
30, 2020.
In
addition, this Agreement prohibits the Company from paying cash dividends on its common stock without written permission of WTNB.
The Agreement does not permit the Company to enter into hedge agreements covering crude oil and natural gas prices without prior
WTNB approval. The Company obtained written permission prior to entering into the current hedge agreement discussed in Note 7.
Page 9
The
balance outstanding on the line of credit as of September 30, 2020 was $1,175,000. The following table is a summary of activity
on the WTNB line of credit for the six months ended September 30, 2020:
Principal
Balance at April 1, 2020:
$ 795,000
Borrowings
605,000
Repayments
(225,000 )
Balance at September 30, 2020:
$ 1,175,000
Subsequently,
on October 16, 2020, the Company made a payment of $75,000 on the WTNB line of credit leaving a balance of $1,100,000.
The
Company also maintained a Certificate of Deposit Account at WTNB to collateralize one outstanding letter of credit for $25,000
in lieu of a plugging bond with the Texas Railroad Commission covering the properties the Company operated. The operated property
was sold effective December 1, 2019 and the letter of credit was cancelled. On April 10, 2020, the Certificate of Deposit Account
was terminated and the funds deposited into the Company’s operating account.
5.
Leases
The
Company leases approximately 4,160 rentable square feet of office space from an unaffiliated third party for our corporate office
located in Midland, Texas. This includes 1,021 square feet of office space shared with and reimbursed by our majority shareholder.
The lease is a 36 month lease that expires in May 2021 and does not include an option to renew. In June 2020, in exchange for
a reduction in rent for the months of June and July 2020, the Company agreed to a 2-month extension to its current lease agreement
at the regular monthly rate extending its current lease expiration date to July 2021.
The
Company determines an arrangement is a lease at inception. Operating leases are recorded in operating lease right-of-use asset,
operating lease liability, current, and operating lease liability, long-term on the consolidated balance sheets.
Operating
lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities
represent its obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized
at the commencement date based on the present value of lease payments over the lease term. As the Company’s lease does not
provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at commencement date
in determining the present value of lease payments. The incremental borrowing rate used at adoption was 6.0%. Significant judgement
is required when determining the incremental borrowing rate. The Company chose not to discount because the difference is not significant.
Rent expense for lease payments is recognized on a straight-line basis over the lease term.
The
balance sheets classification of lease assets and liabilities was as follows:
September
30, 2020
Assets
Operating
lease right-of-use asset, beginning balance
$ 76,130
Current period amortization
(32,377 )
Lease amendment
(1,622 )
Lease
extension
10,982
Total
operating lease right-of-use asset
$ 53,113
Liabilities
Operating lease
liability, current
$ 54,912
Operating
lease liability, long term
-
Total
lease liabilities
$ 54,912
Page 10
Future
minimum lease payments as of September 30, 2020 under non-cancellable operating leases are as follows:
Lease
Obligation
Fiscal Year Ended March 31, 2021
32,947
Fiscal Year Ended March 31, 2022
21,965
Total lease payments
$ 54,912
Less: imputed
interest
-
Operating lease liability
54,912
Less: operating
lease liability, current
(54,912 )
Operating lease
liability, long term
$ -
Net
cash paid for our operating lease for the six months ended September 30, 2020 and 2019 was $21,693 and $24,173, respectively.
Rent expense, less sublease income of $9,459 and $8,080, respectively, is included in general and administrative expenses.
6.
Fair Value Measurements
The
Company applies FASB ASC Topic 820, Fair Value Measurements and Disclosure (“ASC Topic 820”), which establishes a
framework for measuring fair value based upon inputs that market participants use in pricing an asset or liability, which are
classified into two catagories: observable inputs or unobservable inputs. Observable inputs represent market data obtained from
independent sources, whereas unobservable inputs reflect a company’s own market assumptions, which are used if observable
inputs are not reasonably available without undue cost and effort. These two types of inputs are further prioritized into the
following fair value input hierarchy:
Level
1: Quoted prices for identical instruments in active markets at the measurement date.
Level
2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that
are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active
markets at the measurement date and for the anticipated term of the instrument.
Level
3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable
inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing
the asset or liability acquired, based on the best information available in the circumstances.
The
carrying amount reported in the accompanying consolidated balance sheets for cash and cash equivalents, accounts receivable and
accounts payable approximates fair value because of the immediate or short-term maturity of these financial instruments.
The
fair value amount reported in the accompanying consolidated balance sheets for long-term debt approximates fair value because
the actual interest rates do not significantly differ from current rates offered for instruments with similar characteristics.
See the Company’s note 4 on Long Term Debt for further discussion.
Fair
Value Measurements on a Recurring Basis
A
financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement.
The
Company’s commodity derivative instruments were carried at fair value on a recurring basis in the Company’s consolidated
balance sheets. The Company uses certain pricing models to determine the fair value of its derivative financial instruments. Inputs
to the pricing models include publicly available prices and forward price curves generated from a compilation of data gathered
from third parties.
Company
management validates the data provided by third parties by understanding the pricing models used, obtaining market values from
other pricing sources, analyzing pricing data in certain situations and confirming that those securities trade in active markets.
Assumed credit risk adjustments, based on published credit ratings and public bond yield spreads are applied to the Company’s
commodity derivatives. The Company’s derivative instruments are subject to netting arrangements and qualify for net presentation
in the consolidated balance sheets in those instances where such arrangements exist with the respective counterparty.
To
ensure these derivative instruments are recorded at fair value, valuation adjustments may be required to reflect the creditworthiness
of either party as well as market constraints on liquidity. Any such adjustment was not material as of September 30, 2020.
Page 11
Fair
Value Measurements on a Nonrecurring Basis
The
asset retirement obligation estimates are derived from historical costs and management’s expectation of future cost environments
and, therefore, the Company has designated these liabilities as Level 3 measurements. The significant inputs to this fair value
measurement include estimates of plugging, abandonment and remediation costs, well life, inflation and credit-adjusted risk-free
rate. See Note 3 for a reconciliation of the beginning and ending balances of the liability for the Company’s asset retirement
obligations.
7.
Derivative Financial Instruments
It
is the Company’s policy to enter into derivative contracts only with counterparties that are creditworthy financial institutions
deemed by management as competent and competitive.
The
Company is exposed to certain risks relating to its ongoing business operations, such as commodity price risk. Derivative contracts
are utilized to economically hedge the Company’s exposure to price fluctuations and reduce the variability in the Company’s
cash flows associated with anticipated sales of future oil and natural gas production. The Company follows FASB ASC Topic 815,
Derivatives and Hedging (ASC Topic 815), to account for its derivative financial instruments.
The
Company’s crude oil derivative positions consist of put options. The Company has elected not to designate any of its derivative
contracts for hedge accounting. Accordingly, the Company records the net change in the mark-to-market valuation of these derivative
contracts, as well as all payments and receipts on settled derivative contracts, in net realized and unrealized gain (loss) on
commodity price hedging contracts on the consolidated statements of operations. All derivative contracts are recorded at fair
market value and included in the consolidated balance sheets as assets or liabilities.
The
Company may have multiple hedge positions that span a several-month time period and result in fair value asset and liability positions.
At the end of the reporting periods, those positions are offset to a single fair value asset or liability for each commodity and
the netted balance is reflected in the consolidated balance sheets as an asset or liability.
During
the quarter ended June 30, 2020 the Company entered into a series of crude oil put option contracts. All of these such contracts
expired in July and August 2020.
The
following tables summarizes the amounts of the Company’s realized and unrealized losses on derivative contracts in the Company’s
consolidated statements of operations for the six months ended September 30, 2020.
Loss
Recognized
Realized loss on oil
price hedging contracts
$ (19,200 )
Unrealized
gain (loss) on oil price hedging contracts
-
Net realized
and unrealized loss on derivative contracts
$ (19,200 )
8.
Stock-based Compensation
The
Company recognized stock-based compensation expense of $13,943 and $8,125 in general and administrative expense in the Consolidated
Statements of Operations for the three months ended September 30, 2020 and 2019, respectively. Stock-based compensation expense
recognized for the six months ended September 30, 2020 and 2019 was $27,948 and $16,250, respectively. The total cost related
to non-vested awards not yet recognized at September 30, 2020 totals $141,861 which is expected to be recognized over a weighted
average of 2.94 years.
Page 12
The
following table is a summary of activity of stock options for the six months ended September 30, 2020:
Number
of Shares
Weighted
Average Exercise Price
Weighted
Average Remaining Contract Life in Years
Outstanding at April 1, 2020
227,700
$ 5.65
4.83
Granted
-
-
Exercised
(1,500 )
6.29
Forfeited
or Expired
(35,200 )
-
Outstanding at September 30, 2018
191,000
$ 5.56
5.14
Vested at September 30, 2020
130,000
$ 6.37
3.35
Exercisable at September 30, 2020
130,000
$ 6.37
3.35
During
the six months ended September 30, 2020, stock options covering 1,500 shares were exercised with a total intrinsic value of $135.
The Company received proceeds of $9,435 from these exercises. During the six months ended September 30, 2019, no stock options
were exercised.
During
the six months ended September 30, 2020, 1,000 unvested stock options were forfeited due to the resignation of an employee and
34,200 vested stock options expired unexercised. There were no stock options forfeited or expired during the six months ended
September 30, 2019. No forfeiture rate is assumed for stock options granted to directors or employees due to the forfeiture rate
history of these types of awards.
Outstanding
options at September 30, 2020 expire between November 2021 and March 2030 and have exercise prices ranging from $3.34 to $7.00.
9.
Income Taxes
A
valuation allowance for deferred tax assets, including net operating losses, is recognized when it is more likely than not that
some or all of the benefit from the deferred tax asset will not be realized. To assess that likelihood, we use estimates and judgment
regarding our future taxable income, and we consider the tax consequences in the jurisdiction where such taxable income is generated,
to determine whether a valuation allowance is required. Such evidence can include our current financial position, our results
of operations, both actual and forecasted, the reversal of deferred tax liabilities, and tax planning strategies as well as the
current and forecasted business economics of our industry.
Based
on the material write-downs of the carrying value of our oil and natural gas properties during fiscal 2016, we are in a net deferred
tax asset position as of September 30, 2020. Our deferred tax asset is $1,389,101 as of September 30, 2020 with a valuation amount
of $1,389,101. We believe it is more likely than not that these deferred tax assets will not be realized. Management assesses
the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit
the use of deferred tax assets. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates
of future taxable income are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer
present and additional weight is given to subjective evidence such as future expected growth.
10.
Related Party Transactions
Related
party transactions for the Company relate to shared office expenditures in addition to administrative and operating expenses paid
on behalf of the principal stockholder. The total billed to and reimbursed by the stockholder for the quarters ended September
30, 2020 and 2019 was $8,219 and $9,842, respectively. The total billed to and reimbursed by the stockholder for the six months
ended September 30, 2020 and 2019 was $18,321 and $19,943, respectively. The principal stockholder pays for his share of the lease
amount for the shared office space directly to the lessor. Amounts paid by the principal stockholder directly to the lessor for
the three months ending September 30, 2020 and 2019 were $3,846 and $3,981, respectively. Amounts paid by the principal stockholder
directly to the lessor for the six months ending September 30, 2020 and 2019 were $7,649 and $7,919, respectively.
11.
Loss Per Common Share
The
Company’s basic net loss per share has been computed based on the weighted average number of common shares outstanding during
the period. Diluted net loss per share assumes the exercise of all stock options having exercise prices less than the average
market price of the common stock during the period using the treasury stock method and is computed by dividing net loss by the
weighted average number of common shares and dilutive potential common shares (stock options) outstanding during the period. In
periods where losses are reported, the weighted-average number of common shares outstanding excludes potential common shares,
because their inclusion would be anti-dilutive.
Page 13
The
following is a reconciliation of the number of shares used in the calculation of basic and diluted net loss per share for the
three and six month periods ended September 30, 2020 and 2019.
Three Months Ended
Six Months Ended
September
30,
September
30,
2020
2019
2020
2019
Net
loss
$ (41,970 )
$ (82,787 )
$ (341,640 )
$ (136,973 )
Shares outstanding:
Weighted avg. shares outstanding – basic
2,040,941
2,040,166
2,040,553
2,040,166
Effect of assumed
exercise of dilutive stock options
-
-
-
-
Weighted avg. shares outstanding
– dilutive
2,040,941
2,040,166
2,040,553
2,040,166
Loss per common share:
Basic
$ (0.02 )
$ (0.04 )
$ (0.17 )
$ (0.07 )
Diluted
$ (0.02 )
$ (0.04 )
$ (0.17 )
$ (0.07 )
Due
to a net loss for the for the three and six months ended September 30, 2020, the weighted average number of common shares outstanding
excludes common stock equivalents because their inclusion would be anti-dilutive.
12.
Subsequent Events
On
October 16, 2020, the Company made a payment of $75,000 on the WTNB line of credit leaving a balance of $1,100,000.
On
October 13, 2020, the Company expended $10,200 for its share to participate in 2 horizontal wells in the Bone Spring formation
of the Delaware Basin located in Lea County, New Mexico.
On
October 9, 2020, stock options covering 10,200 shares were exercised with a total intrinsic value of $12,083. The Company received
proceeds of $69,360 from these exercises.
The
Company completed a review and analysis of all events that occurred after the consolidated balance sheet date to determine if
any such events must be reported and has determined that there are no other subsequent events to be disclosed.
Page 14
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Unless
the context otherwise requires, references to the “Company”, “Mexco”, “we”, “us”
or “our” mean Mexco Energy Corporation and its consolidated subsidiaries.
Cautionary
Statements Regarding Forward-Looking Statements. Management’s Discussion and Analysis of Financial Condition and Results
of Operations (“MD&A”) contains forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). Forward-looking statements include statements regarding our plans, beliefs or current expectations
and may be signified by the words “could”, “should”, “expect”, “project”, “estimate”,
“believe”, “anticipate”, “intend”, “budget”, “plan”, “forecast”,
“predict” and other similar expressions. Forward-looking statements appear throughout this Form 10-Q with respect
to, among other things: profitability; planned capital expenditures; estimates of oil and gas production; future project dates;
estimates of future oil and gas prices; estimates of oil and gas reserves; our future financial condition or results of operations;
and our business strategy and other plans and objectives for future operations. Forward-looking statements involve known and unknown
risks and uncertainties that could cause actual results to differ materially from those contained in any forward-looking statement.
While
we have made assumptions that we believe are reasonable, the assumptions that support our forward-looking statements are based
upon information that is currently available and is subject to change. All forward-looking statements in this Form 10-Q are qualified
in their entirety by the cautionary statement contained in this section. We do not undertake to update, revise or correct any
of the forward-looking information. It is suggested that these financial statements be read in conjunction with the consolidated
financial statements and notes thereto included in the Form 10-K.
Liquidity
and Capital Resources. Historically, we have funded our operations, acquisitions, exploration and development expenditures
from cash generated by operating activities, bank borrowings, sales of non-core properties and issuance of common stock. Our primary
financial resource is our base of oil and gas reserves. We have pledged our producing oil and gas properties to secure our revolving
line of credit. We do not have any delivery commitments to provide a fixed and determinable quantity of its oil and gas under
any existing contract or agreement.
Due
to the current commodity price environment, we are applying financial discipline to all aspects of our business. In order to meet
obligations, we may continue to sell non-core assets.
Our
long term strategy is on increasing profit margins while concentrating on obtaining reserves with low cost operations by acquiring
and developing oil and gas properties with potential for long-lived production. We focus our efforts on the acquisition of royalties
and working interests and non-operated properties in areas with significant development potential.
For
the first six months of fiscal 2021, cash flow from operations was $164,237, a 52% decrease when compared to the corresponding
period of fiscal 2020 as a result of a 25% decrease in crude oil and natural gas sales primarily due to a 41% decrease in crude
oil price and a 10% decrease in natural gas price partially offset by a 19% increase in crude oil production and a 17% increase
in natural gas production. Net cash of $449,000 was received from the line of credit, net cash of $566,000 was used for additions
to oil and gas properties and cash of $25,000 was used for an investment at cost basis. Accordingly, net cash increased $28,297,
leaving cash and cash equivalents on hand of $62,678 as of September 30, 2020.
At
September 30, 2020, we had working capital of $240,743 compared to working capital of $186,785 at March 31, 2020, an increase
of $53,958 primarily due to the reasons set forth below.
Oil
and Natural Gas Property Development. The Company currently plans to participate in the drilling and completion of 20 horizontal
wells at an estimated aggregate cost of approximately $1,200,000 for the fiscal year ending March 31, 2021 of which, $538,000
has already been expended. The operators of these wells include Concho Resources, Inc., Marathon Oil Company, Mewbourne Oil Company,
and others.
Page 15
During
the first six months of fiscal 2021, Mexco participated in the drilling and completion of 2 horizontal wells in the Wolfcamp formation
of the Delaware Basin located in the western portion of the Permian Basin in Lea County, New Mexico with aggregate costs of approximately
$233,000. These wells were completed in September 2020 with initial average production rates of 1,224 barrels of oil, 4,881 barrels
of water and 3,422,000 cubic feet of gas per day, or 1,794 barrels of oil equivalent per day. Mexco’s working interest in
these wells is 1.2%.
During
the second quarter of fiscal 2021, Mexco participated in the drilling of 4 horizontal wells in the Wolfcamp formation of the Delaware
Basin located in the western portion of the Permian Basin in Lea County, New Mexico with aggregate costs of approximately $202,000.
Mexco’s working interest in these wells is 1.2%.
Also
during the first quarter of fiscal 2021, Mexco expended $99,000 to participate in the drilling of 5 horizontal wells in the Upper
Avalon formation of the Delaware Basin located in the western portion of the Permian Basin in Lea County, New Mexico. Mexco’s
working interest in these wells is .5%.
The
Company also expended $5,000 during the first quarter of fiscal 2021 for its share to participate in 1 horizontal well in the
Bone Spring formation of the Delaware Basin located in the western portion of the Permian Basin in Lea County, New Mexico. Mexco’s
working interest in this well is .14%.
In
addition to the above investments, the Company plans to expend approximately $280,000 for additional completion costs of 22 horizontal
wells located in Eddy and Lea Counties, New Mexico which were drilled during fiscal 2020. To date, $97,000 has already been expended.
Of these wells, 7 wells were completed during Mexco’s first quarter of fiscal 2021. In August 2020, 4 more of these wells
were completed and are currently producing at an average production rate of 1,160 barrels of oil; 4,400 barrels of water; and
2,166,000 cubic feet of gas per day, or 1,521 barrels of oil equivalent per day. Mexco’s working interest in these wells
is .69%. Another 2 of these wells were also completed in August 2020 and are currently producing at an average production rate
of 2,026 barrels of oil; 2,347 barrels of water; and 2,514,000 cubic feet of gas per day, or 2,445 barrels of oil equivalent per
day. Mexco’s interest in these wells is .104%.
Effective
July 1, 2020, the Company sold its interest in the deep rights of a property in Martin County, Texas for a cash payment of $100,000.
We
are participating in other projects and are reviewing projects in which we may participate. The cost of such projects would be
funded, to the extent possible, from existing cash balances and cash flow from operations. The remainder may be funded through
borrowings on the credit facility and, if appropriate, sales of non-core properties.
Beginning
in March 2020, crude oil and natural gas prices decreased significantly through May 2020. The volatility of the energy markets
makes it extremely difficult to predict future oil and natural gas price movements with any certainty. For example, the NYMEX
West Texas Intermediate (“WTI”) posted price for crude oil on March 31, 2020 was $16.75 per bbl and averaged $14.68
and $24.67 per bbl for the months of April and May, respectively. The WTI posted price for crude oil was $36.25 on September 30,
2020. The Henry Hub Spot Market Price (“Henry Hub”) posted price for natural gas on March 31, 2020 was $1.71 per MMBtu
and averaged $1.74 and $1.75 per MMBtu for the months of April and May, respectively. The Henry Hub posted price for natural gas
was $1.66 on September 30, 2020. See Results of Operations below for realized prices which are substantially below the Henry Hub
Spot Market Price.
Paycheck
Protection Program (PPP) Loan. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act commonly referred
to as the CARES Act became effective. One component of the CARES Act was the paycheck protection program (“PPP”) which
provides small businesses with the resources needed to maintain their payroll and cover applicable overhead. The PPP is implemented
by the United States Small Business Administration (“SBA”) with support from the Department of the Treasury. The PPP
provides funds to pay up to 24 weeks of payroll costs including benefits. Funds can also be used to pay interest on mortgages,
rent, and utilities. The Company applied for, and was accepted to participate in this program. On May 5, 2020, the Company received
funding for approximately $68,600.
The
loan is a two-year loan with a maturity date of May 5, 2022. The loan bears an annual interest rate of 1%. The loan shall be payable
monthly with the first six monthly payments deferred. The Company’s has applied for loan forgiveness under the provisions
of Section 1106 of the CARES Act. Loan forgiveness is subject to the sole approval of the SBA. The Company is eligible for loan
forgiveness in an amount equal to payments made during the 24-week period beginning on the Loan date, with the exception that
no more than 40.0% of the amount of loan forgiveness may be for expenses other than payroll expenses. The Company used all loan
proceeds to partially subsidize direct payroll expenses and rent for our corporate office space.
Page 16
Contractual
Obligations. We have no off-balance sheet debt or unrecorded obligations and have not guaranteed the debt of any other party.
The following table summarizes our future payments we are obligated to make based on agreements in place as of September 30, 2020:
Payments
due in:
Total
less
than 1 year
1
- 3 years
over
3 years
Contractual
obligations:
Secured
bank line of credit (1)
$ 1,175,000
$ -
$ 1,175,000
$ -
Leases
(2)
$ 54,912
$ 54,912
$ -
$ -
(1)
These
amounts represent the balances outstanding under the bank line of credit. This repayment assumes that interest will be paid
on a monthly basis, no additional funds will be drawn and does not include estimated interest of $44,063 less than 1 year,
and $66,094 1-3 years.
(2)
The
lease amount represents the monthly rent amount for our principal office space in Midland, Texas under one three year lease
agreement effective May 15, 2018. Of this total obligation for the remainder of the lease, our majority shareholder will pay
$13,483 his portion of the shared office space.
Results
of Operations – Three Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019. There was a
net loss of $41,970 for the quarter ended September 30, 2020 compared to a net loss of $82,787 for the quarter ended September
30, 2019. This was a result of an increase in operating revenues and a decrease in operating expenses that is further explained
below.
Oil
and gas sales. Revenue from oil and gas sales was $629,964 for the second quarter of fiscal 2021, a 1% increase from $625,750
for the same period of fiscal 2020. This resulted from an increase in oil and gas production and an increase in gas prices partially
offset by a decrease in oil prices.
2020
2019
%
Difference
Oil:
Revenue
$ 504,957
$ 531,086
(4.9 )%
Volume (bbls)
13,143
10,094
30.2 %
Average Price (per bbl)
$ 38.42
$ 52.61
(27.0 )%
Gas:
Revenue
$ 125,007
$ 94,664
32.1 %
Volume (mcf)
88,890
72,686
22.3 %
Average Price (per mcf)
$ 1.41
$ 1.30
8.5 %
Production
and exploration. Production costs were $217,117 for the second quarter of fiscal 2021, a 5% decrease from $229,042 for the
same period of fiscal 2020. This is primarily the result of a decrease in lease operating expenses due to the sale of our marginal
operated properties in Ector County, Texas and a decrease in production taxes as a result of the decrease in oil and gas sales.
Depreciation,
depletion and amortization. Depreciation, depletion and amortization expense was $236,134 for the second quarter of fiscal
2021, a 13% increase from $209,729 for the same period of fiscal 2020, primarily due to an increase in oil and gas production
and a decrease oil and gas reserves partially offset by a decrease in the full cost pool amortization base.
General
and administrative expenses. General and administrative expenses were $192,360 for the second quarter of fiscal 2021, a 25%
decrease from $255,294 for the same period of fiscal 2020. This was primarily due to a decrease in salaries, legal fees and insurance
expense.
Interest
expense. Interest expense was $13,515 for the second quarter of fiscal 2021, a 59% increase from $8,495 for the same period
of fiscal 2020, due to an increase in borrowings partially offset by a decrease in interest rates.
Income
taxes. There was no income tax expense for the three months ended September 30, 2020 and for the three months ended September
30, 2019. The effective tax rate for the three months ended September 30, 2020 and September 30, 2019 was 0%. We are in a net
deferred tax asset position and believe it is more likely than not that these deferred tax assets will not be realized.
Page 17
Results
of Operations – Six Months Ended September 30, 2020 Compared to Six Months Ended September 30, 2019. For the six months
ended September 30, 2020, there was a net loss of $341,640 compared to a net loss of $136,973 for the six months ended September
30, 2019. This was a result of a decrease in operating revenues partially offset by a decrease in operating expenses that is further
explained below.
Oil
and gas sales. Revenue from oil and gas sales was $994,143 for the six months ended September 30, 2020, a 25% decrease from
$1,317,444 for the same period of fiscal 2020. This resulted from a decrease in oil and gas prices partially offset by an increase
in oil and gas production.
2020
2019
%
Difference
Oil:
Revenue
$ 787,327
$ 1,119,522
(29.7 )%
Volume (bbls)
24,677
20,703
19.2 %
Average Price (per bbl)
$ 31.91
$ 54.08
(41.0 )%
Gas:
Revenue
$ 206,816
$ 197,922
4.5 %
Volume (mcf)
168,406
144,533
16.5 %
Average Price (per mcf)
$ 1.23
$ 1.37
(10.2 )%
Production
and exploration. Production costs were $388,783 for the six months ended September 30, 2020, a 13% decrease from $448,437
for the six months ended September 30, 2019. This decrease is primarily the result of a decrease in production taxes as a result
of a decrease in oil revenues and a decrease in lease operating expenses due to numerous wells being shut-in during the month
of May 2020 as well as cost cutting measures being implemented by the operators because of the depressed oil and gas prices.
Depreciation,
depletion and amortization. Depreciation, depletion and amortization expense was $460,239 for the six months ended September
30, 2020, a 10% increase from $419,967 for the six months ended September 30, 2019, due to an increase in oil and gas production
and a decrease of oil and gas reserves partially offset by a decrease in the full cost pool amortization base.
General
and administrative expenses. General and administrative expenses were $441,238 for the six months ended September 30, 2020,
a 22% decrease from $566,355 for the six months ended September 30, 2019. This was primarily due to a decrease in salaries, engineering
fees and accounting fees.
Interest
expense. Interest expense was $24,570 for the six months ended September 30, 2020, a 65% increase from $14,851 for the same
period fiscal 2020 due to an increase in borrowings partially offset by a decrease in interest rate.
Income
taxes. There was no income tax expense for the six months ended September 30, 2020 and for the six months ended September
30, 2019. The effective tax rate for the six months ended September 30, 2020 and September 30, 2019 was 0%. We are in a net deferred
tax asset position and believe it is more likely than not that these deferred tax assets will not be realized.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
The
primary sources of market risk for us include fluctuations in commodity prices and interest rates. All of our financial instruments
are for purposes other than trading.
Interest
Rate Risk. At September 30, 2020, we had an outstanding loan balance of $1,175,000 under our credit agreement, which bears
interest at a rate equal to the prime rate as quoted in the Wall Street Journal plus one-half of one percent (0.5%) floating daily.
If the interest rate on our bank debt increases or decreases by one percentage point our annual pretax income would change by
$11,750 based on the outstanding balance at September 30, 2020.
Credit
Risk. Credit risk is the risk of loss as a result of nonperformance by other parties of their contractual obligations. Our
primary credit risk is related to oil and gas production sold to various purchasers and the receivables are generally not collateralized.
At September 30, 2020, our largest credit risk associated with any single purchaser was $212,549 or 66% of our total oil and gas
receivables. We have not experienced any significant credit losses.
Page 18
Energy
Price Risk . Our most significant market risk is the pricing for crude oil and natural gas. Our financial condition, results
of operations, and capital resources are highly dependent upon the prevailing market prices of, and demand for, oil and natural
gas. Prices for oil and natural gas fluctuate widely. We cannot predict future oil and natural gas prices with any certainty.
Pricing for oil and natural gas production has been volatile and unpredictable for several years, and we expect this volatility
to continue in the future.
Factors
that can cause price fluctuations include the level of global demand for petroleum products, foreign and domestic supply of oil
and gas, the establishment of and compliance with production quotas by oil-exporting countries, weather conditions, the price
and availability of alternative fuels and overall political and economic conditions in oil producing countries.
Oil
prices dropped sharply in early March 2020, and then continued to decline reaching levels below zero dollars per barrel. This
was a result of multiple factors affecting supply and demand in global oil and gas markets, including the announcement of price
reductions and production increases by OPEC members and other oil exporting nations and the ongoing COVID-19 pandemic. Oil and
natural gas prices are expected to continue to be volatile as a result of the changes in oil and natural gas production, inventories
and demand, as well as national and international economic performance. Even though oil prices improved in June 2020, we cannot
predict when oil prices will stabilize.
Declines
in oil and natural gas prices will materially adversely affect our financial condition, liquidity, ability to obtain financing
and operating results. Changes in oil and gas prices impact both estimated future net revenue and the estimated quantity of proved
reserves. Any reduction in reserves, including reductions due to price fluctuations, can reduce the borrowing base under our credit
facility and adversely affect the amount of cash flow available for capital expenditures and our ability to obtain additional
capital for our acquisition, exploration and development activities. In addition, a noncash write-down of our oil and gas properties
could be required under full cost accounting rules if prices declined significantly, even if it is only for a short period of
time. Lower prices may also reduce the amount of crude oil and natural gas that can be produced economically. Thus, we may experience
material increases or decreases in reserve quantities solely as a result of price changes and not as a result of drilling or well
performance.
Similarly,
any improvements in oil and gas prices can have a favorable impact on our financial condition, results of operations and capital
resources. Oil and natural gas prices do not necessarily fluctuate in direct relationship to each other. If the average oil price
had increased or decreased by ten dollars per barrel for the first six months of fiscal 2021, our pretax income would have increased
or decreased by $246,770. If the average gas price had increased or decreased by one dollar per mcf for the first six months of
fiscal 2021, our pretax income would have increased or decreased by $168,406.
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures. We maintain disclosure controls and procedures to ensure that the information we must
disclose in our filings with the SEC is recorded, processed, summarized and reported on a timely basis. At the end of the period
covered by this report, our principal executive officer and principal financial officer reviewed and evaluated the effectiveness
of our disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e). Based on such evaluation, such officers
concluded that, as of September 30, 2020, our disclosure controls and procedures were effective.
Changes
in Internal Control over Financial Reporting. No changes in our internal control over financial reporting occurred during
the six months ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Page 19
PART
II – OTHER INFORMATION
Item 1. Legal Proceedings
We
may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business. We
are not aware of any legal or governmental proceedings against us, or contemplated to be brought against us, under various environmental
protection statutes or other regulations to which we are subject.
Item
1A. Risk Factors
There
have been no material changes to the information previously disclosed in Item 1A. “Risk Factors” in our 2020 Annual
Report on Form 10-K.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item
3. Defaults Upon Senior Securities
None
Item
4. Mine Safety Disclosures
None
Item
5. Other Information
None
Item
6. Exhibits
31.1
Certification
of the Chief Executive Officer of Mexco Energy Corporation
31.2
Certification
of the Chief Financial Officer of Mexco Energy Corporation
32.1
Certification
of the Chief Executive Officer and Chief Financial Officer of Mexco Energy Corporation pursuant to 18 U.S.C. §1350
Page 20
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
MEXCO
ENERGY CORPORATION
(Registrant)
Dated:
November 5, 2020
/s/
Nicholas C. Taylor
Nicholas
C. Taylor
Chairman
of the Board and Chief Executive Officer
Dated:
November 5, 2020
/s/
Tamala L. McComic
Tamala
L. McComic
President,
Chief Financial Officer, Treasurer and Assistant Secretary
Page 21
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.