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, 20192020

 

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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.50 per shareMXCNYSE 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 8, 20195, 2020 was 2,040,166.2,051,866.

 

 

 

 
 

 

MEXCO ENERGY CORPORATION AND SUBSIDIARIES

 

Table of Contents

Table of Contents
   Page
PART I. FINANCIAL INFORMATION 
  
 Item 1.Financial Statements 
  
Consolidated Balance Sheets as of September 30, 20192020 (Unaudited) and March 31, 201920203
    
  Consolidated Statements of Operations (Unaudited) for the three months and six months ended September 30, 20192020 and September 30, 201820194
    
  Consolidated StatementStatements of Changes in Stockholders’ Equity (Unaudited) for the three and six months ended September 30, 20192020 and September 30, 201820195
    
  Consolidated Statements of Cash Flows (Unaudited) for the six months ended September 30, 20192020 and September 30, 201820196
    
  Notes to Consolidated Financial Statements (Unaudited)7
    
 Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

1215
    
 Item 3.Quantitative and Qualitative Disclosures About Market Risk1518
    
 Item 4.Controls and Procedures1519
    
PART II. OTHER INFORMATION 
  
 Item 1.Legal Proceedings1620
    
 Item 1A.Risk Factors1620
    
 Item 2.Unregistered Sales of Equity Securities and Use of Proceeds1620
    
 Item 3.Defaults upon Senior Securities1620
    
 Item 4.Mine Safety Disclosures1620
    
 Item 5.Other Information1620
    
 Item 6.Exhibits1620
    
SIGNATURES1721
  
CERTIFICATIONS

 

Page 2
 

 

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

 

Mexco Energy Corporation and Subsidiaries

CONSOLIDATED BALANCE SHEETS

 

 September 30, March 31,  September 30, March 31, 
 2019 2019  2020 2020 
 (Unaudited)    (Unaudited)   
ASSETS             
Current assets                
Cash and cash equivalents $70,499  $128,252  $62,678  $34,381 
Accounts receivable:                
Oil and natural gas sales  349,037   349,600   320,772   271,315 
Trade  108   -   592   13,382 
Note receivable  -   30,421 
Prepaid costs and expenses  39,166   53,735   23,901   50,188 
Total current assets  458,810   562,008   407,943   369,266 
Property and equipment, at cost                
Oil and gas properties, using the full cost method  36,751,554   35,907,677   38,022,952   37,465,172 
Other  113,043   113,043   120,208   116,993 
Accumulated depreciation, depletion and amortization  (27,675,418)  (27,255,451)  (28,569,491)  (28,109,252)
Property and equipment, net  9,189,179   8,765,269   9,573,669   9,472,913 
Investment – cost basis  100,000   -   175,000   150,000 
Operating lease, right-of-use asset  108,757   -   53,113   76,130 
Other noncurrent assets  27,060   122,407   44   2,200 
Total assets $9,883,806  $9,449,684  $10,209,769  $10,070,509 
                
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current liabilities                
Accounts payable and accrued expenses $147,209  $166,113  $112,288  $116,760 
Operating lease liability, current  65,201   -   54,912   65,721 
Total current liabilities  212,410   166,113   167,200   182,481 
Long-term liabilities                
Long-term debt  482,656   -   1,143,686   757,423 
PPP loan payable  68,574   - 
Operating lease liability, long-term  43,930   -   -   10,982 
Asset retirement obligations  835,996   854,034   770,204   755,261 
Total long-term liabilities  1,362,582   854,034   1,982,464   1,523,666 
Total liabilities  1,574,992   1,020,147   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; 2,107,166 shares issued and 2,040,166 shares outstanding as of September 30, 2019 and March 31, 2019  1,053,583   1,053,583 
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  7,321,298   7,305,048   7,375,984   7,339,351 
Retained earnings  279,934   416,907 
Retained (losses) earnings  (24,211)  317,429 
Treasury stock, at cost (67,000 shares)  (346,001)  (346,001)  (346,001)  (346,001)
Total stockholders’ equity  8,308,814   8,429,537   8,060,105   8,364,362 
Total liabilities and stockholders’ equity $9,883,806  $9,449,684  $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, 
  2019  2018  2019  2018 
Operating revenues:                
Oil sales $531,086  $495,231  $1,119,522  $1,065,294 
Natural gas sales  94,664   206,015   197,922   371,305 
Other  134   13,262   8,031   26,920 
Total operating revenues  625,884   714,508   1,325,475   1,463,519 
                 
Operating expenses:                
Production  229,042   250,578   448,437   509,513 
Accretion of asset retirement obligations  6,590   3,771   13,337   7,406 
Depreciation, depletion, and amortization  209,729   205,583   419,967   421,658 
General and administrative  255,294   226,169   566,355   475,207 
Total operating expenses  700,655   686,101   1,448,096   1,413,784 
                 
Operating (loss) income  (74,771)  28,407   (122,621)  49,735 
                 
Other income (expenses):                
Interest income  479   70   499   83 
Interest expense  (8,495)  (6,446)  (14,851)  (13,367)
Net other expense  (8,016)  (6,376)  (14,352)  (13,284)
                 
(Loss) income before income taxes  (82,787)  22,031   (136,973)  36,451 
                 
Income tax  -   -   -   - 
                 
Net (loss) income $(82,787) $22,031  $(136,973) $36,451 
                 
(Loss) income per common share:                
Basic: $(0.04) $0.01  $(0.07) $0.02 
Diluted: $(0.04) $0.01  $(0.07) $0.02 
                 
Weighted average common shares outstanding:                
Basic:  2,040,166   2,040,052   2,040,166   2,038,659 
Diluted:  2,040,166   2,040,052   2,040,166   2,038,659 

  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  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 

  Common Stock Par Value  Additional Paid-In Capital  Retained Earnings  Treasury Stock  Total
Stockholders’ Equity
 
Balance at April 1, 2018 $1,052,133  $7,265,601  $429,853  $(346,001) $8,401,586 
Net income  -   -   36,451   -   36,451 
Issuance of stock through options exercised  1,450   16,791   -   -   18,241 
Stock based compensation  -   6,448   -   -   6,448 
Balance at September 30, 2018 $1,053,583  $7,288,840  $466,304  $(346,001) $8,462,726 

 Common Stock Par Value Additional Paid-In Capital Retained Earnings Treasury Stock Total Stockholders’ Equity  Common Stock Par Value Additional Paid-In Capital Retained Earnings (Losses) Treasury Stock Total
Stockholders’
Equity
 
Balance at June 30, 2018 $1,052,133  $7,269,043  $444,273  $(346,001) $8,419,448 
Net income  -   -   22,031   -   22,031 
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  1,450   16,791           18,241   750   8,685           9,435 
Stock based compensation  -   3,006   -   -   3,006   -   27,948   -   -   27,948 
Balance at September 30, 2018 $1,053,583  $7,288,840  $466,304  $(346,001) $8,462,726 
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, 2019      2,107,166             
Balance at April 1, 2020      2,107,166             
Issued      -                   1,500             
Balance at September 30, 2019      2,107,166             
Balance at September 30, 2020      2,108,666             
                                        
Common stock shares, held in treasury:                                        
Balance at April 1, 2019      (67,000)            
Balance at April 1, 2020      (67,000)            
Acquisitions      -                   -             
Balance at September 30, 2019      (67,000)            
Balance at September 30, 2020      (67,000)            
                                        
Common stock shares, outstanding at September 30, 2019      2,040,166             
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)

 

 2019 2018  2020 2019 
Cash flows from operating activities:                
Net (loss) income $(136,973) $36,451 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:        
Net loss $(341,640) $(136,973)
Adjustments to reconcile net loss to net cash provided by operating activities:        
Stock-based compensation  16,250   6,448   27,948   16,250 
Depreciation, depletion and amortization  419,967   421,658   460,239   419,967 
Accretion of asset retirement obligations  13,337   7,406   14,424   13,337 
Amortization of debt issuance costs  7,188   -   6,263   7,188 
Changes in operating assets and liabilities:                
Decrease in accounts receivable  456   341,509 
(Increase) decrease in accounts receivable  (36,667)  456 
Decrease in right-of-use asset  32,628   -   23,017   32,628 
Decrease in prepaid expenses  14,568   10,398   26,287   14,568 
Decrease in other assets  30,421   -   -   30,421 
Decrease in accounts payable and accrued expenses  (13,956)  (323,396)
Increase (decrease) in accounts payable and accrued expenses  7,185   (13,956)
Settlement of asset retirement obligations  (8,694)  (1,937)  (1,028)  (8,694)
Decrease in operating lease liability  (32,254)  -   (21,791)  (32,254)
Net cash provided by operating activities  342,938   498,537   164,237   342,938 
                
Cash flows from investing activities:                
Additions to oil and gas properties  (842,139)  (438,621)  (714,079)  (842,139)
Drilling refunds  42,060   - 
Investment – cost basis  (100,000)  -   (25,000)  (100,000)
Proceeds from sale of oil and gas properties and equipment  26,448   31,876   106,285   26,448 
Change in note receivable  -   (3,783)
Additions to other property and equipment  (3,215)  - 
Net cash used in investing activities  (915,691)  (410,528)  (593,949)  (915,691)
                
Cash flows from financing activities:                
Proceeds from exercise of stock options  -   18,241   9,435   - 
Proceeds from long-term debt  555,000   -   673,574   555,000 
Reduction of long-term debt  (40,000)  (250,000)  (225,000)  (40,000)
Net cash provided by (used in) financing activities  515,000   (231,759)
Net cash provided by financing activities  458,009   515,000 
                
Net decrease in cash and cash equivalents  (57,753)  (143,750)
Net increase (decrease) in cash and cash equivalents  28,297   (57,753)
                
Cash and cash equivalents at beginning of period  128,252   492,610   34,381   128,252 
                
Cash and cash equivalents at end of period $70,499  $348,860  $62,678  $70,499 
                
Supplemental disclosure of cash flow information:                
Cash paid for interest $7,395  $14,447  $17,859  $7,395 
                
Non-cash investing and financing activities:                
Asset retirement obligations $10,421  $4,697  $11,269  $10,421 
Operating lease – right of use asset and associated liabilities $141,385   -  $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. AlthoughAll of the Company’s oil and gas interests predominately are operated by others,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 operates three wells on a lease in which it owns a 100% working interest.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, 2019,2020, and the results of its operations and cash flows for the interim periods ended September 30, 20192020 and 2018.2019. The consolidated financial statements as of September 30, 20192020 and for the three and six month periods ended September 30, 20192020 and 20182019 are unaudited. The consolidated balance sheet as of March 31, 20192020 was derived from the audited balance sheet filed in the Company’s 20192020 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.

 

Recently AdoptedDerivative 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 February 2016,December 2019, the FASB issued ASU 2016-02, Topic 842 Leases and subsequent amendmentsNo. 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 initial guidance: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 2018-10,2019-12 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 2018-11, ASU 2018-20 and ASU 2019-01 (collectively, Topic 842). The standard establishes a right-of-use (“ROU”) model that requires a lessee2019-12 is required to recognize a ROU asset and lease liability onadopt all of the balance sheet for all leases with a term greater than one year. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognitionamendments in the income statement.same period. The Company has determinedis currently assessing the effect that it has only one operating lease. The Company adopted Topic 842ASU 2019-12 will have on April 1, 2019 using the modified retrospective approachits financial position, results of operations and the impact of the adoption resulted in the recognition of a ROU asset and liability on the Company’s consolidated balance sheets of $141,385. The current portion of the operating lease liability is included in Total current liabilities and the noncurrent portion of the operating lease liability is included in Total long-term liabilities on the Company’s consolidated balance sheets. Prior periods have not been adjusted. See Note 5 – Leases for additional discussion.disclosures.

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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 2020:2021:

 

Carrying amount of asset retirement obligations as of April 1, 2019 $861,534 
Carrying amount of asset retirement obligations as of April 1, 2020 $762,761 
Liabilities incurred  10,421   11,269 
Liabilities settled  (41,796)  (10,750)
Accretion expense  13,337   14,424 
Carrying amount of asset retirement obligations as of September 30, 2019  843,496 
Carrying amount of asset retirement obligations as of September 30, 2020  777,704 
Less: Current portion  7,500   7,500 
Non-Current asset retirement obligation $835,996  $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, 2019 March 31,
2019
  September 30, 2020 March 31, 2020 
Credit facility $515,000        -  $1,175,000  $795,000 
Unamortized debt issuance costs  (32,344)  -   (31,314)  (37,577)
Total long-term debt $482,656   -  $1,143,686  $757,423 

 

TheOn December 28, 2018, the Company hasentered into a loan agreement (the “Agreement”) with West Texas National Bank (“WTNB”), which provided for a credit facility of $1,000,000.$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, 2019,2020, there was $485,000$325,000 available on the facility.

 

No principal payments are anticipated to be required through the maturity date of the credit facility, DecemberMarch 28, 2021.2023. 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.

Page 8

 

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, 2019 and believes it will remain in compliance for the next fiscal year.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.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, 20192020 was $515,000.$1,175,000. The following table is a summary of activity on the WTNB line of credit for the threesix months ended September 30, 2019:2020:

 

 Principal  Principal 
Balance at April 1, 2019: $- 
Balance at April 1, 2020: $795,000 
Borrowings  555,000   605,000 
Repayments  (40,000)  (225,000)
Balance at September 30, 2019: $515,000 
Balance at September 30, 2020: $1,175,000 

 

Subsequently, on October 17, 2019,16, 2020, the Company made a payment of $50,000$75,000 on the WTNB line of credit and on November 8, 2019, borrowed $60,000, leaving a balance of $525,000.$1,100,000.

 

The Company also maintainsmaintained 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 operates.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, 2019  September 30, 2020 
Assets        
Operating lease right-of-use asset, beginning balance $141,385  $76,130 
Current period amortization  (32,628)  (32,377)
Lease amendment  (1,622)
Lease extension  10,982 
Total operating lease right-of-use asset $108,757  $53,113 
        
Liabilities        
Operating lease liability, current $65,201  $54,912 
Operating lease liability, long term  43,930   - 
Total lease liabilities $109,131  $54,912 

 

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Future minimum lease payments as of September 30, 20192020 under non-cancellable operating leases are as follows:

 

 Lease Obligation  Lease Obligation 
Fiscal Year Ended March 31, 2020 $32,428 
Fiscal Year Ended March 31, 2021  65,721   32,947 
Fiscal Year Ended March 31, 2022  10,982   21,965 
Total lease payments $109,131  $54,912 
Less: imputed interest  -   - 
Operating lease liability  109,131   54,912 
Less: operating lease liability, current  (65,201)  (54,912)
Operating lease liability, long term $43,930  $- 

 

Net cash paid for our operating lease for the six months ended September 30, 2020 and 2019 was $21,693 and 2018 was $24,153 and $19,955,$24,173, respectively. Rent expense, less sublease income of $8,100$9,459 and $6,763,$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.

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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, 2019.2020. Our deferred tax asset is $1,300,709$1,389,101 as of September 30, 20192020 with a valuation amount of $1,300,709.$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.

 

7.10. 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 2018 was $9,842, and $10,602, respectively. The total billed to and reimbursed by the stockholder for the six months ended September 30, 2020 and 2019 was $18,321 and 2018 was $19,943, and $27,021, 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 2018 were $3,981, and $3,917, 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 2018 were $7,919, and $6,763, respectively.

 

8. (Loss) Income11. Loss Per Common Share

 

The Company’s basic net (loss) incomeloss per share has been computed based on the weighted average number of common shares outstanding during the period. Diluted net (loss) incomeloss 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) incomeloss 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.

 

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The following is a reconciliation of the number of shares used in the calculation of basic and diluted net income (loss)loss per share for the three and six month periods ended September 30, 20192020 and 2018.2019.

 

  Three Months Ended  Six Months Ended 
  September 30,  September 30, 
  2019  2018  2019  2018 
Net (loss) income $(82,787) $22,031  $(136,973) $36,451 
                 
Shares outstanding:                
Weighted avg. shares outstanding – basic  2,040,166   2,040,052   2,040,166   2,038,659 
Effect of assumed exercise of dilutive stock options  -   -   -   - 
Weighted avg. shares outstanding – dilutive  2,040,166   2,040,052   2,040,166   2,038,659 
                 
(Loss) income per common share:                
Basic $(0.04) $0.01  $(0.07) $0.02 
Diluted $(0.04) $0.01  $(0.07) $0.02 

For the three and six months ended September 30, 2018, 185,700 potential common shares relating to stock options were excluded in the computation of diluted net income per share because the price of the options was greater than the average market price of the common shares and therefore, the effect would be anti-dilutive. Anti-dilutive stock options have a weighted average exercise price of $6.18 at September 30, 2018.

  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, 2019,2020, the weighted average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

 

9.12. 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.

 

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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 2020,2021, cash flow from operations was $342,938,$164,237, a 31%52% decrease when compared to the corresponding period of fiscal 20192020 as a result of a 25% decrease in crude oil and natural gas sales primarily due to a 46%41% decrease in crude oil price and a 10% decrease in natural gas price partially offset by ana 19% increase in crude oil sales.production and a 17% increase in natural gas production. Net cash of $515,000$449,000 was received from the line of credit, and net cash of $815,691$566,000 was used for additions to oil and gas properties and cash of $100,000$25,000 was used for an investment at cost basis. Accordingly, net cash decreased $57,753,increased $28,297, leaving cash and cash equivalents on hand of $70,499$62,678 as of September 30, 2019.2020.

 

At September 30, 2019,2020, we had working capital of $246,400$240,743 compared to working capital of $395,895$186,785 at March 31, 2019, a decrease2020, an increase of $149,495$53,958 primarily due to a decrease in cash for property development as describedthe reasons set forth below.

 

Oil and Natural Gas Property Development.In addition to an indeterminate number of wells to be drilled by other operators on Mexco’s royalty interests, theThe Company currently plans to participate in the drilling and completion of approximately 5520 horizontal wells at an estimated aggregate cost of approximately $1,700,000$1,200,000 for the fiscal year ending March 31, 2020.2021 of which, $538,000 has already been expended. The operators of these wells include Concho Resources, Inc., Devon Energy, Marathon Oil Company, Mewbourne Oil Company, and others.

 

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During the first six months of fiscal 2020,2021, Mexco participated with various percentage interests in the drilling and completion of the first 27 of these2 horizontal wells in the Wolfcamp formation of the Delaware Basin located in the western portion of the Permian Basin in Eddy and Lea Counties,County, New Mexico with aggregate costs of approximately $600,000. Subsequently,$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 expended an additional $61,000 for participationparticipated in the drilling of another four wells.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%.

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Also during the first quarter of fiscal 2020,2021, Mexco expended $186,000 for$99,000 to participate in the completiondrilling of 45 horizontal wells in which 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 participatedalso expended $5,000 during the first quarter of fiscal 2021 for its share to participate in drilling during fiscal 2019. These wells began producing1 horizontal well in June 2019.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 April 2019,addition to the above investments, the Company made a less than 1% cost basis investment commitmentplans to expend approximately $280,000 for additional completion costs of 22 horizontal wells located in a limited liability company amounting to $250,000Eddy 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 which $100,000 has been funded through September 30, 2019. This amountfiscal 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 classified as.69%. Another 2 of these wells were also completed in August 2020 and are currently producing at an investment at cost basis onaverage 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’s consolidated balance sheets. The limited liability company is capitalized at approximately $50 million to purchase mineral interestsCompany sold its interest in the Utica and Marcellus areasdeep rights of a property in the state of Ohio.

In June 2019, the Company received $30,894 in paymentMartin County, Texas for a promissory note in connection with the settlementcash payment of a lawsuit from September 2016.$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.

 

CrudeBeginning in March 2020, crude oil and natural gas prices generally decreased during the last year.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, in the last twelve months, 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 has ranged from a low of $39.25 per bbl in December 2018 to a high of $73.00 per bbl in October 2018.was $36.25 on September 30, 2020. The Henry Hub Spot Market Price (“Henry Hub”) posted price for natural gas has ranged from a low of $2.09on March 31, 2020 was $1.71 per MMBtu in August 2019 to a high of $4.70and averaged $1.74 and $1.75 per MMBtu in November 2018. On September 30, 2019for the WTI posted price for crude oil was $50.25 per bblmonths of April and theMay, respectively. The Henry Hub spotposted price for natural gas was $2.37 per MMBtu.$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.

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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, 2019:2020:

 

 Payments due in:  Payments due in: 
 Total less than 1 year 1 - 3 years over 3 years  Total  less than 1 year  1 - 3 years  over 3 years 
Contractual obligations:                                
Secured bank line of credit (1) $515,000  $   -  $515,000  $    -  $1,175,000  $-  $1,175,000  $- 
Leases (2) $109,131  $65,201  $43,930      $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 $28,325$44,063 less than 1 year, and $35,406$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 $16,009 less than 1 year and $10,786 1-3 years for$13,483 his portion of the shared office space.

 

Results of Operations – Three Months Ended September 30, 20192020 Compared to Three Months Ended September 30, 2018.2019. 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 compared to net income of $22,031 for the quarter ended September 30, 2018.2019. This was a result of an increase in operating expensesrevenues and a decrease in operating revenueexpenses that is further explained below.

 

Oil and gas sales. Revenue from oil and gas sales was $625,750$629,964 for the second quarter of fiscal 2020, an 11% decrease2021, a 1% increase from $701,246$625,750 for the same period of fiscal 2019.2020. This resulted from an increase in oil and gas production and an increase in gas prices partially offset by a decrease in gas production and a decrease in oil and gas prices.

 

 2019  2018  % Difference  2020 2019 % Difference 
Oil:                        
Revenue $531,086  $495,231   7.2% $504,957  $531,086   (4.9)%
Volume (bbls)  10,094   8,493   18.9%  13,143   10,094   30.2%
Average Price (per bbl) $52.61  $58.31   (9.8)% $38.42  $52.61   (27.0)%
                        
Gas:                        
Revenue $94,664  $206,015   (54.0)% $125,007  $94,664   32.1%
Volume (mcf)  72,686   73,496   (1.1)%  88,890   72,686   22.3%
Average Price (per mcf) $1.30  $2.80   (53.6)% $1.41  $1.30   8.5%

 

Production and exploration. Production costs were $229,042$217,117 for the second quarter of fiscal 2020,2021, a 9%5% decrease from $250,578$229,042 for the same period of fiscal 2019.2020. This is primarily the result of a decrease in lease operating expenses ondue to the non-operatedsale of our marginal operated properties in Ector County, Texas and a decrease in production tax due totaxes as a result of the decrease in oil and gas sales.

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Depreciation, depletion and amortization. Depreciation, depletion and amortization expense was $209,729$236,134 for the second quarter of fiscal 2020,2021, a 2%13% increase from $205,583$209,729 for the same period of fiscal 2019,2020, primarily due to an increase in oil and gas production and a decrease oil and gas reserves partially offset by a decrease in future development costs, gas production andthe full cost pool amortization base.

 

General and administrative expenses.General and administrative expenses were $255,294$192,360 for the second quarter of fiscal 2020,2021, a 13% increase25% decrease from $226,169$255,294 for the same period of fiscal 2019.2020. This was primarily due to an increasea decrease in accountingsalaries, legal fees and legal fees.insurance expense.

 

Interest expense. Interest expense was $8,495$13,515 for the second quarter of fiscal 2020,2021, a 32%59% increase from $6,446$8,495 for the same period of fiscal 2019,2020, due to an increase in borrowings andpartially offset by a decrease in interest rates.

 

Income taxes.There was no income tax expense for the three months ended September 30, 20192020 and for the three months ended September 30, 2018.2019. The effective tax rate for the three months ended September 30, 20192020 and September 30, 20182019 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.

 

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Results of Operations – Six Months Ended September 30, 20192020 Compared to Six Months Ended September 30, 2018.2019. For the six months ended September 30, 2019,2020, there was a net loss of $136,973$341,640 compared to a net incomeloss of $36,451$136,973 for the six months ended September 30, 2018.2019. This was a result of an increase in operating expenses and 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 $1,317,444$994,143 for the six months ended September 30, 2019, an 8%2020, a 25% decrease from $1,436,599$1,317,444 for the same period of fiscal 2019.2020. This resulted from an increasea decrease in oil and gas prices partially offset by a decrease in gas prices and a decreasean increase in oil and gas production.

 

 2019 2018 % Difference  2020 2019 % Difference 
Oil:                        
Revenue $1,119,522  $1,065,294   5.1% $787,327  $1,119,522   (29.7)%
Volume (bbls)  20,703   17,880   15.8%  24,677   20,703   19.2%
Average Price (per bbl) $54.08  $59.58   9.2% $31.91  $54.08   (41.0)%
                        
Gas:                        
Revenue $197,922  $371,305   (45.7)% $206,816  $197,922   4.5%
Volume (mcf)  144,533   146,870   (1.6)%  168,406   144,533   16.5%
Average Price (per mcf) $1.37  $2.53   (45.8)% $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, a 12% decrease from $509,513 for the six months ended September 30, 2018.2019. This decrease is primarily the result of a decrease in lease operating expenses due to numerous required repairs and maintenance on our operated wells during this same period last year partially offset by 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 sales.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, a .4% decrease from $421,658 for the six months ended September 30, 2018, due to an increase in oil and gas production and a decrease of oil and gas reserves partially offset by a decrease in future development costs, gas production andthe 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, a 19% increase from $475,207 for the six months ended September 30, 2018.2019. This was primarily due to an increasea decrease in accounting fees,salaries, engineering fees legal fees and contract services.accounting fees.

 

Interest expense. Interest expense was $14,851$24,570 for the six months ended September 30, 2019, an 11%2020, a 65% increase from $13,367$14,851 for the same period fiscal 20192020 due to an increase in borrowings andpartially offset by a decrease in interest rates.rate.

 

Income taxes.There was no income tax expense for the six months ended September 30, 20192020 and for the six months ended September 30, 2018.2019. The effective tax rate for the six months ended September 30, 20192020 and September 30, 20182019 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.

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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, 2019,2020, we had an outstanding loan balance of $515,000$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 $5,150$11,750 based on the outstanding balance at September 30, 2019.2020.

 

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, 2019,2020, our largest credit risk associated with any single purchaser was $156,812$212,549 or 45%66% of our total oil and gas receivables. We have not experienced any significant credit losses.

 

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Energy Price Risk. Our most significant market risk is the pricing for crude oil and natural gas and crude oil.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. Historically, the marketsPricing for oil and natural gas haveproduction has been volatile and they are likelyunpredictable for several years, and we expect this volatility to continue to be volatile.

Prices for natural gas were adversely effected by temporary pipeline capacity constraints primarily in the Permian Basin. This limitation has been currently alleviated by commencement of operations of a new 42 inch natural gas pipeline capable of transporting 2 Bcf per day to the Gulf Coast beginning in September 2019. We cannot predict future disruptions to, capacity constraints in or other limitations on the pipeline systems.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 2020,2021, our pretax income would have increased or decreased by $207,030.$246,770. If the average gas price had increased or decreased by one dollar per mcf for the first six months of fiscal 2020,2021, our pretax income would have increased or decreased by $144,533.$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, 2019,2020, 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, 20192020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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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 20192020 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

 

 31.1Certification of the Chief Executive Officer of Mexco Energy Corporation
   
 31.2Certification of the Chief Financial Officer of Mexco Energy Corporation
   
 32.1Certification of the Chief Executive Officer and Chief Financial Officer of Mexco Energy Corporation pursuant to 18 U.S.C. §1350

 

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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 13, 20195, 2020/s/ Nicholas C. Taylor
 Nicholas C. Taylor
 Chairman of the Board and Chief Executive Officer
  
Dated: November 13, 20195, 2020/s/ Tamala L. McComic
 Tamala L. McComic
 President, Chief Financial Officer, Treasurer and Assistant Secretary

 

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