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 June 30, 2016

 

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. 0-6994

  

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)
     
214 West Texas Avenue, Suite 1101    
Midland, Texas   79701
(Address of principal executive offices)   (Zip code)

 

(432) 682-1119

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months 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]
(Do not check if a smaller reporting company)  

 

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, $0.50 par value, as of August 8, 2016 was 2,037,266.

 

 

 

 
 

 

MEXCO ENERGY CORPORATION

 

Table of Contents

 

      Page
PART I. FINANCIAL INFORMATION
       
  Item 1. Consolidated Balance Sheets (Unaudited) as of June 30, 2016 and March 31, 2016 3
       
    Consolidated Statements of Operations (Unaudited) for the three months ended June 30, 2016 and June 30, 2015 4
       
    Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) for the three months ended June 30, 2016 5
       
   

Consolidated Statements of Cash Flows (Unaudited) for the three months ended June 30, 2016 and June 30, 2015

6
       
    Notes to Consolidated Financial Statements (Unaudited) 7
       
  Item 2.

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

11
       
  Item 3. Quantitative and Qualitative Disclosures About Market Risk 14
       
  Item 4. Controls and Procedures 15
       
PART II. OTHER INFORMATION
       
  Item 1. Legal Proceedings 16
       
  Item 1A. Risk Factors 16
       
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 16
       
  Item 3. Defaults upon Senior Securities 16
       
  Item 4. Mine Safety Disclosures 16
       
  Item 5. Other Information 16
       
  Item 6. Exhibits 16
       
SIGNATURES 17
       
CERTIFICATIONS  

 

Page 2
 

 

PART I. FINANCIAL INFORMATION  

 

Mexco Energy Corporation and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

    June 30, 2016     March 31, 2016  
ASSETS                
Current assets                
Cash and cash equivalents   $ 37,229     $ 34,013  
Accounts receivable:                
Oil and gas sales     485,262       248,145  
Trade     21,566       29,880  
Prepaid costs and expenses     20,084       43,284  
Total current assets     564,141       355,322  
                 
Property and equipment, at cost                
Oil and gas properties, using the full cost method     40,343,746       40,365,197  
Other     107,484       107,484  
Accumulated depreciation, depletion and amortization     (24,703,566 )     (24,395,184 )
Property and equipment, net     15,747,664       16,077,497  
                 
Other noncurrent assets     34,268       34,441  
Total assets   $ 16,346,073     $ 16,467,260  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current liabilities                
Accounts payable and accrued expenses   $ 547,206     $ 332,172  
                 
Long-term debt     5,520,000       5,580,000  
Asset retirement obligations     1,209,711       1,211,077  
Total liabilities     7,276,917       7,123,249  
                 
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;                
2,104,266 shares issued and 2,037,266 shares outstanding as of June 30, 2016 and March 31, 2016     1,052,133       1,052,133  
Additional paid-in capital     7,210,585       7,191,984  
Retained earnings     1,152,439       1,445,895  
Treasury stock, at cost (67,000 shares)     (346,001 )     (346,001 )
Total stockholders’ equity     9,069,156       9,344,011  
Total liabilities and stockholders’ equity   $ 16,346,073     $ 16,467,260  

 

The accompanying notes are an integral part of the consolidated financial statements.

 

Page 3
 

 

Mexco Energy Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended June 30,

(Unaudited)

 

    2016     2015  
             
Operating revenues:                
Oil and gas   $ 536,403     $ 692,582  
Other     133,780       10,027  
Total operating revenues     670,183       702,609  
                 
Operating expenses:                
Production     260,944       297,578  
Accretion of asset retirement obligations     8,796       8,784  
Depreciation, depletion and amortization     308,382       417,982  
General and administrative     344,246       413,746  
Total operating expenses     922,368       1,138,090  
                 
Operating loss     (252,185 )     (435,481 )
                 
Other income (expense):                
Interest income     163       33  
Interest expense     (41,434 )     (40,865 )
Net other expense     (41,271 )     (40,832 )
                 
Loss before provision for income taxes     (293,456 )     (476,313 )
                 
Income tax benefit:                
Current     -       -  
Deferred     -       (151,947 )
      -       (151,947 )
                 
Net loss   $ (293,456 )   $ (324,366 )
                 
Loss per common share:                
Basic and diluted   $ (0.14 )   $ (0.16 )
                 
Weighted average common shares outstanding:                
Basic and diluted     2,037,266       2,037,266  

 

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
    Treasury
Stock
    Additional
Paid-In
Capital
    Retained
Earnings
    Total
Stockholders’
Equity
 
                               
Balance at April 1, 2016   $ 1,052,133     $ (346,001 )   $ 7,191,984     $ 1,445,895     $ 9,344,011  
Net loss     -       -       -       (293,456 )     (293,456 )
Stock based compensation     -       -       18,601       -       18,601  
Balance at June 30, 2016   $ 1,052,133     $ (346,001 )   $ 7,210,585     $ 1,152,439     $ 9,069,156  
                                         
SHARE ACTIVITY                                        
                                         
Common stock shares, issued:                                        
Balance at April 1, 2016             2,104,266                          
Issued             -                          
Balance at June 30, 2016             2,104,266                          
                                         
Common stock shares, held in treasury:                                        
Balance at April 1, 2016             (67,000 )                        
Acquisitions             -                          
Balance at June 30, 2016             (67,000 )                        
                                         
Common stock shares, outstanding at June 30, 2016             2,037,266                          

 

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 Three Months Ended June 30,

(Unaudited)

 

    2016     2015  
Cash flows from operating activities:                
Net loss   $ (293,456 )   $ (324,366 )
Adjustments to reconcile net loss to net cash provided by operating activities:                
Deferred income tax benefit     -       (151,947 )
Stock-based compensation     18,601       41,249  
Depreciation, depletion and amortization     308,382       417,982  
Accretion of asset retirement obligations     8,796       8,784  
Settlement of asset retirement obligations     (88,168 )     (795 )
Changes in assets and liabilities, net of business combination:                
Increase in accounts receivable     (228,803 )     (22,054 )
Decrease in prepaid expenses     23,200       8,195  
Increase in accounts payable and accrued expenses     227,205       302,550  
Net cash (used in) provided by operating activities     (24,243 )     279,598  
                 
Cash flows from investing activities:                
Additions to oil and gas properties     (48,561 )     (419,325 )
Drilling refund     75,808       -  
Proceeds from sale of oil and gas properties and equipment     60,212       188  
Net cash provided by (used in) investing activities     87,459     (419,137 )
                 
Cash flows from financing activities:                
Reduction of long-term debt     (60,000 )     -  
Proceeds from long-term debt     -       200,000  
Net cash (used in) provided by financing activities     (60,000 )     200,000  
                 
Net increase in cash and cash equivalents     3,216       60,461  
                 
Cash and cash equivalents at beginning of period     34,013       96,084  
                 
Cash and cash equivalents at end of period   $ 37,229     $ 156,545  
                 
Supplemental disclosure of cash flow information:                
Cash paid for interest   $ 42,151     $ 40,523  
Income taxes paid   $ -       -  
                 
Non-cash investing and financing activities:                
Asset retirement obligations   $ 78,006     $ 3,050  

 

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 Permian Basin of West Texas; however, the Company owns producing properties and undeveloped acreage in thirteen states. Although most of the Company’s oil and gas interests are operated by others, the Company operates several properties in which it owns an interest.

 

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, 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.

 

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 June 30, 2016, and the results of its operations and cash flows for the interim periods ended June 30, 2016 and 2015. The financial statements as of June 30, 2016 and for the three month periods ended June 30, 2016 and 2015 are unaudited. The consolidated balance sheet as of March 31, 2016 was derived from the audited balance sheet filed in the Company’s 2016 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 financial statements and notes thereto included in the Form 10-K.

 

Reclassifications. Certain amounts in prior years’ consolidated financial statements have been reclassified to conform with the current year’s presentation. These reclassifications had no effect on previously reported results of operations, retained earnings or net cash flows.

 

Recent Accounting Pronouncements. In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”. The amendment is to simplify several aspects of the accounting for share-based payment transactions including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The amendments in ASU No. 2016-09 are effective for interim and annual reporting periods beginning after December 15, 2016. The Company is currently assessing the impact of ASU No. 2016-09 on the consolidated financial statements and related disclosures.

 

In February 2016, the FASB issued ASU 2016-02, Topic 842 Leases, which requires companies to recognize a right of use asset and related liability on the balance sheet for the rights and obligations arising from leases with durations greater than 12 months. The standard is effective for fiscal years beginning after December 15, 2018, and interim periods thereafter. Early adoption is permitted. We are currently evaluating the effect the new guidance will have on our consolidated financial statements.

 

Page 7
 

 

In January 2016, the FASB issued authoritative guidance that amends existing requirements on the classification and measurement of financial instruments. The standard principally affects accounting for equity investments and financial liabilities where the fair value option has been elected. The guidance is effective for fiscal periods after December 15, 2017, and interim periods thereafter. Early adoption of certain provisions is permitted. We are currently evaluating the effect the new guidance will have on our financial statements.

 

In November 2015, the FASB issued ASU No. 2015-17, Topic 740 Income Taxes: Balance Sheet Classification of Deferred Taxes which requires all deferred income tax liabilities and assets to be presented as noncurrent in a classified balance sheet. Currently, entities are required to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified balance sheet. The new standard will become effective for Mexco beginning on April 1, 2017, with the option to early adopt, and can be applied either prospectively or retrospectively. The adoption of this guidance will have no impact on our results of operations or cash flows. The reclassification of amounts from current to noncurrent could affect the presentation of our balance sheet.

 

In February 2015, the FASB issued ASU No. 2015-02, Topic 810: Consolidation which amends the current consolidation guidance. ASU No. 2015-02 was effective for Mexco as of April 1, 2016. There was no significant impact on our consolidated financial statements.

 

In August 2014, the FASB issued ASU No. 2014-15, Subtopic 205-40: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern which provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. ASU No. 2014-15 is effective for Mexco for the fiscal year ending March 31, 2017 and interim periods thereafter and early adoption is permitted. Management does not expect the adoption of this ASU to have a material impact on our consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Topic 606: Revenue from Contracts with Customers. This ASU provides guidance concerning the recognition and measurement of revenue from contracts with customers. The effective date for ASU 2014-09 was delayed through the issuance of ASU 2015-14, Revenue from Contracts with Customers – Deferral of the Effective Date, to annual and interim periods beginning in 2018 and is required to be adopted using either the retrospective or cumulative effect transition method, with early adoption permitted in 2017. Management is evaluating the effect, if any, this pronouncement will have on our consolidated financial statements.

 

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 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, and the capitalized cost is depreciated over the useful life of the related asset. The ARO is included on the consolidated balance sheets with the current portion being included in the accounts payable and other accrued expenses.

 

The following table provides a rollforward of the AROs for the first three months of fiscal 2017:

 

Carrying amount of asset retirement obligations as of April 1, 2016   $ 1,221,077  
Liabilities incurred     78,006  
Liabilities settled     (88,168 )
Accretion expense     8,796  
Carrying amount of asset retirement obligations as of June 30, 2016     1,219,711  
Less: Current portion     10,000  
Non-Current asset retirement obligation   $ 1,209,711  

 

4. Stock-based Compensation

 

The Company recognized compensation expense of $18,601 and $41,249 in general and administrative expense in the Consolidated Statements of Operations for the three months ended June 30, 2016 and 2015, respectively. The total cost related to non-vested awards not yet recognized at June 30, 2016 totals approximately $60,052 which is expected to be recognized over a weighted average of 1.87 years.

 

Page 8
 

 

The following table is a summary of activity of stock options for the three months ended June 30, 2016:

 

    Number of Shares     Weighted Average Exercise Price Per Share     Weighted Aggregate Average Remaining Contract Life in Years     Intrinsic Value  
Outstanding at April 1, 2016     153,600     $ 6.52       7.36     $ -  
Granted     -       -                  
Exercised     -       -                  
Forfeited or Expired     -       -                  
Outstanding at June 30, 2016     153,600     $ 6.52       6.11     $ -  
                                 
Vested at June 30, 2016     114,850     $ 6.44       5.54     $ -  
Exercisable at June 30, 2016     114,850     $ 6.44       5.54     $ -  

 

Outstanding options at June 30, 2015 expire between August 2020 and August 2024 and have exercise prices ranging from $5.98 to $7.00.

 

5. Fair Value of Financial Instruments

 

Fair value as defined by authoritative literature is the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. Fair value measurements are classified and disclosed in one of the following categories:

 

Level 1 – Quoted prices in active markets for identical assets and liabilities.

 

Level 2 – Quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

 

Level 3 – Significant inputs to the valuation model are unobservable.

 

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

 

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 and is deemed to use Level 2 inputs. See the Company’s Note 6 on Credit Facility for further discussion.

 

6. Credit Facility

 

The Company has a loan agreement with Bank of America, N.A. (the “Agreement”), which provided for a credit facility of $5,570,000 with no monthly commitment reductions and a borrowing base to be evaluated on July 30 and January 1 of each year or at any additional time in the Bank’s discretion as of June 30, 2016. The borrowing base will be reset to the extent the Company sells or otherwise disposes of any of its oil and gas properties. The Company is required to pay 100% of such net proceeds to the lender resulting in a permanent reduction of the borrowing base. 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 was renewed ten times with the tenth amendment effective as of March 31, 2016 with a maturity date of November 30, 2020. The revised borrowing base as of June 20, 2016 was set at $5,570,000. Under such renewal agreement, interest on the facility accrues at an annual rate equal to the British Bankers Association London Interbank Offered Rate (“BBA LIBOR”) daily floating rate, plus 3.0 percentage points, which was 3.4533% on June 30, 2016. Interest on the outstanding amount under the credit agreement is payable monthly. There was no availability of this line of credit at June 30, 2016. No principal payments are anticipated to be required through November 30, 2020.

 

Page 9
 

 

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 minimum earnings before interest, taxes, depreciation and amortization (“EBITDA”) of $100,000 for the two fiscal quarters ending September 30, 2016, $300,000 for the three fiscal quarters ending December 31, 2016, $500,000 for the four fiscal quarters ending March 31, 2017 and $650,000 for each trailing fiscal quarter period thereafter and minimum interest coverage ratios (EBITDA/Interest Expense) of 1.25 to 1 for the fiscal quarter ending June 30, 2016 and 2.00 to 1.00 for each quarter thereafter. The Company is in compliance with all covenants as of June 30, 2016.

 

In addition, this Agreement prohibits the Company from paying cash dividends on its common stock. The Agreement does grant the Company permission to enter into hedge agreements however, it is under no obligation to do so.

 

The Agreement allows for up to $500,000 of the facility to be used for outstanding letters of credits. As of June 30, 2016, one letter of credit for $50,000, in lieu of plugging bond with the Texas Railroad Commission (“TRRC”) covering the properties the Company operates is outstanding under the facility. This letter of credit renews annually. The company will pay a fee in an amount equal to 1 percent (1.0%) per annum of the outstanding undrawn amount of each standby letter of credit, payable monthly in arrears, on the basis of the face amount outstanding on the day the fee is calculated.

 

The balance outstanding on the line of credit as of June 30, 2016 was $5,520,000. The following table is a summary of activity on the Bank of America, N.A. line of credit for the three months ended June 30, 2016:

 

    Principal  
Balance at April 1, 2016:   $ 5,580,000  
Borrowings     -  
Repayments     (60,000 )
Balance at June 30, 2015:   $ 5,520,000  

 

7. 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 project being in a net deferred tax asset position at March 31, 2017. Our deferred tax asset is $954,657 as of June 30, 2016 with a valuation amount of $954,657. 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.

 

The income tax provision consists of the following for the three months ended June 30, 2016 and 2015:

 

    2016     2015  
Current income tax expense   $ -     $ -  
Deferred income tax benefit     -       (151,947 )
Total income tax provision   $ -     $ (151,947 )
                 
Effective tax rate     -       32 %

 

Page 10
 

 

8. 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 June 30, 2016 and 2015 were $5,803 and $25,621, respectively.

 

9. 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.

 

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 month periods ended June 30, 2016 and 2015.

 

    2016     2015  
Net loss   $ (293,456 )   $ (324,366 )
                 
Shares outstanding:                
Weighted average common shares outstanding – basic     2,037,266       2,037,266  
Effect of the assumed exercise of dilutive stock options     -       -  
Weighted average common shares outstanding – dilutive     2,037,266       2,037,266  
                 
Loss per common share:                
Basic and diluted   $ (0.14 )   $ (0.16 )

 

Due to a net loss for the three months ended June 30, 2016 and 2015, the weighted average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

 

10. Subsequent Events

 

On July 15, 2016, Pioneer Natural Resources Company exercised its option to extend for an additional two years on Mexco leasehold interest in 60 net acres (200 gross acres) in Upton County, Texas. Pioneer paid Mexco $1,500 per acre for a total of $90,000. Mexco retained a 1% overriding royalty interest in this acreage. Pioneer has drilled 7 wells on other portions of acreage in which Mexco holds an interest.

 

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.

 

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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 the 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 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 and issuance of common stock. Our primary financial resource is our base of oil and gas reserves. We pledge 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 depressed commodity price environment, we are applying financial discipline to all aspects of our business. Our ability to grow, make capital expenditures and service our debt depends primarily upon the prices we receive for the oil, natural gas and NGL we sell. Substantial expenditures are required to replace reserves, sustain production and fund our business plans. The substantial decline in oil and natural gas prices has negatively affected the amount of cash we have available for capital expenditures and debt service. In order to meet obligations, we may continue to sell non-core assets, if necessary.

 

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, non-operated properties in areas with significant development potential.

 

For the first three months of fiscal 2017, cash flow from operations was ($24,243), a 109% decrease when compared to the corresponding period of fiscal 2016. This was partially the result of settlement of asset retirement obligations of $88,168. Cash of $48,561 was used for additions to oil and gas properties, cash of $75,808 was received for drilling refunds, net cash proceeds of $60,212 was received from the sale of an asset and $60,000 was used to reduce the line of credit. Accordingly, net cash increased $3,216.

 

At June 30, 2016, we had working capital of $16,935 compared to working capital of $23,150 at March 31, 2016, a decrease of $6,215 for the reasons set forth below.

 

Oil and Natural Gas Property Transactions

 

In November 2015, the purchaser of Mexco’s term assignment exercised its option to extend for an additional three-years on Mexco’s leasehold interest of 320 net acres (640 gross acres) in Upton County, Texas. The purchaser paid Mexco $2,000 per acre for a total of $640,000 in addition to $112,000 originally paid for its original six-month assignment with option to extend. Mexco retained a 1% overriding royalty interest in this acreage. This acreage has the potential for horizontal development in multiple zones of the horizontal Wolfcamp formation centered in the southern Midland Basin portion of the Permian Basin. The purchaser advised that he had obtained rights to explore the balance of the undivided 640 acres from Apache Corporation and these properties have been assigned to Parsley Energy, Inc. which plans to develop this property.

 

Pioneer Natural Resources Company has drilled four wells which are producing in Upton County, Texas and three more wells are currently undergoing completion procedures, all being horizontal wells with 10,000 feet of laterals at no expense to Mexco. These wells are located in part on 411 acres in which Mexco has retained a 1% overriding royalty interest. On July 15, 2016, Pioneer exercised its option to extend for an additional two years on the undeveloped portion of Mexco’s leasehold interest in 60 net acres (200 gross acres) in Upton County, Texas.

 

Mexco anticipates participation during fiscal 2017 in the drilling of three one-mile horizontal wells in the Lower Avalon formation located in Lea County, New Mexico. Mexco expects to expend approximately $95,000 of which $65,000 has been paid to date for its approximate .746% working interest (.597% net revenue interest).

 

Mexco plans to participate beginning in October of 2016 in the drilling of a two-mile horizontal well in the Lower Avalon formation located in Lea County, New Mexico at a cost of $74,000 for our approximately .7% working interest (.525% net revenue interest).

 

We also plan to participate in February 2017 in one horizontal well in the Lower Avalon formation of Lea County, New Mexico at a cost of $78,000 for our approximately .562% working interest (.492% net revenue interest).

 

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All of these wells in Lea County, New Mexico are in the Delaware Basin located in the western portion of the Permian Basin.

 

During the first quarter of fiscal 2017, Mexco sold its interest in a non-core oil and gas property located in Martin County, Texas for $60,000 which was used to reduce the balance of Mexco’s line of credit.

 

In connection with Barnett Shale Fort Worth Basin royalties owned by the Company, the Company has been advised that settlement of a lawsuit for underpayment of royalties has been reached with the defendants, Chesapeake Energy Corporation and Total E&P USA resulting in an expected payment of $154,289 of which $123,394 is payable in cash by September 1, 2016 and the balance of $30,894 in an interest free promissory note due in three years and payable by Chesapeake.

 

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.

 

Crude oil and natural gas prices have remained significantly depressed during the last year. Lower product prices reduce our cash flow from operations and diminish the present value of our oil and gas reserves. Lower product prices also offer us less incentive to assume the drilling risks that are inherent in our business. 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 WTI posted price for crude oil has ranged from a low of $22.75 per bbl in February 2016 to a high of $53.50 per bbl in July 2015. The Henry Hub Spot Market Price (“Henry Hub”) for natural gas has ranged from a low of $1.49 per MMBtu in March 2016 to a high of $2.94 per MMBtu in June 2016. On June 30, 2016 the WTI posted price for crude oil was $44.75 per bbl and the Henry Hub spot price for natural gas was $2.94 per MMBtu. These are at a level not seen since 2003.

 

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 June 30, 2016:

 

    Payments due in:  
    Total     less than 1 year     1 - 3 years     over 3 years  
Contractual obligations:                                
Secured bank line of credit (1)   $ 5,520,000     $ -     $ -     $ 5,520,000  
Leases (2)   $ 36,600     $ 22,335     $ 14,265     $ -  

 

  (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 $190,622 less than 1 year, $571,866 1-3 years and $127,081 over 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 April 1, 2013 which was extended for an additional two years and a second three year lease agreement effective April 1, 2014. The total obligation for the remainder of the leases is $52,770 which includes $16,169 billed to and reimbursed by our majority shareholder for his portion of the shared office space.

 

Results of Operations – Three Months Ended June 30, 2016 Compared to Three Months Ended June 30, 2015. For the quarter ended June 30, 2016, there was a net loss of $293,456, compared to a net loss of $324,366 for the quarter ended June 30, 2015. This was a result of an increase in other operating revenue and a decrease in operating expenses partially offset by a decrease in oil and gas revenues due to the decreased oil and gas prices.

 

Oil and gas sales. Revenue from oil and gas sales was $536,403 for the quarter ended June 30, 2016, a 23% decrease from $692,582 for the quarter ended June 30, 2015. This resulted from a decrease in oil and gas prices and gas production partially offset by an increase in oil production.

 

    2016     2015     % Difference  
Oil:                        
Revenue   $ 387,014     $ 481,725       (19.7 %)
Volume (bbls)     9,421       9,270       1.6 %
Average Price (per bbl)   $ 41.08     $ 51.97       (21.0 %)
                         
Gas:                        
Revenue   $ 149,389     $ 210,857       (29.2 %)
Volume (mcf)     89,170       98,015       (9.0 %)
Average Price (per mcf)   $ 1.68     $ 2.15       (21.9 %)

 

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Other operating revenue. Other operating revenue was $133,780 for the quarter ended June 30, 2016 compared to $10,027 for the quarter ended June 30, 2015 primarily due to the settlement of a lawsuit for underpayment of royalties from Chesapeake Energy Corporation and Total E&P USA in the amount of $123,394.

 

Production and exploration. Production costs were $260,944 for the three months ended June 30, 2016, a 12% decrease from $297,578 for the three months ended June 30, 2015. This was primarily the result of a decrease in lease operating expenses and a decrease in production taxes as a result of the decrease in oil and gas prices and sales.

 

Depreciation, depletion and amortization. Depreciation, depletion and amortization (“DD&A”) expense was $308,382 for the first quarter of fiscal 2017, a 26% decrease from $417,982 for the first quarter of fiscal 2016, primarily due to a decrease in full cost pool partially offset by an increase in oil reserves.

 

General and administrative expenses. General and administrative expenses were $344,246 for the three months ended June 30, 2016, a 17% decrease from $413,746 for the three months ended June 30, 2015. This was primarily due to a decrease in engineering and consulting services, salaries and employee stock option compensation and insurance expenses.

 

Interest expense. Interest expense was $41,434 for the first quarter of fiscal 2017, an increase of 1% from $40,865 for the first quarter of fiscal 2016 due to an increase in interest rate partially offset by a decrease in borrowings.

 

Income taxes. There was no income tax for the three months ended June 30, 2016 compared to an income tax benefit of $151,947, for the three months ended June 30, 2015. The effective tax rate for the three months ended June 30, 2016 was 0% and 32% for the three months ended June 30, 2015. The decrease in the effective income tax rate is primarily due to the tax benefit at expected rates being fully offset by a change in our valuation allowance.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

The primary source of market risk for us includes fluctuations in commodity prices and interest rates. All of our financial instruments are for purposes other than trading.

 

Interest Rate Risk. At June 30, 2016, we had an outstanding loan balance of $5,520,000 under our revolving credit agreement, which bears interest at an annual rate equal to the BBA LIBOR daily floating rate, plus 3.0 percentage points. If the interest rate on our bank debt increases or decreases by one percentage point our annual pretax income would change by $55,200, based on the outstanding balance at June 30, 2016.

 

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 June 30, 2016, our largest credit risk associated with any single purchaser was $131,885 or 27% of our total oil and gas receivables. We are also exposed to credit risk in the event of nonperformance from any of our working interest partners. At June 30, 2016, our largest credit risk associated with any working interest partner was $12,729 or 59% of our total trade receivables. We have not experienced any significant credit losses.

 

Energy Price Risk . Our most significant market risk is the pricing for natural gas and crude oil. 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 markets for oil and gas have been volatile, and they are likely to continue to be volatile.

 

Factors that can cause price fluctuations include the level of global demand for petroleum products, foreign 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.

 

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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 revolving 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. Our financial results are more sensitive to movements in natural gas prices than oil prices because most of our production and reserves are natural gas. If the average oil price had increased or decreased by ten dollars per barrel for the quarter ended June 30, 2016, our pretax loss would have changed by $94,208. If the average gas price had increased or decreased by one dollar per mcf for the quarter ended June 30, 2016, our pretax loss would have changed by $89,170.

 

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 June 30, 2016, 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 quarter ended June 30, 2016 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 2016 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 16
 

 

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: August 10, 2016 /s/ Nicholas C. Taylor
  Nicholas C. Taylor
  Chairman of the Board and Chief Executive Officer
   
Dated: August 10, 2016 /s/ Tamala L. McComic
  Tamala L. McComic
  President, Chief Financial Officer, Treasurer and Assistant Secretary

 

Page 17
 

 

 

 

Exhibit 31.1

 

CHIEF EXECUTIVE OFFICER CERTIFICATION

 

CERTIFICATION

 

I, Nicholas C. Taylor, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Mexco Energy Corporation;
     
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
     
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
     
  a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
     
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
     
  a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 10, 2016 /s/ Nicholas C. Taylor
  Nicholas C. Taylor
  Chief Executive Officer

 

 
 

 

Exhibit 31.2

 

CHIEF FINANCIAL OFFICER CERTIFICATION

 

CERTIFICATION

 

I, Tamala L. McComic, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Mexco Energy Corporation;
     
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
     
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
     
  a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
     
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
     
  a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 10, 2016 /s/ Tamala L. McComic
  Tamala L. McComic
  Chief Financial Officer

 

 
 

 

 

Exhibit 32.1

 

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

OF MEXCO ENERGY CORPORATION

PURSUANT TO 18 U.S.C. §1350

 

In connection with the Quarterly Report of Mexco Energy Corporation on Form 10-Q for the quarterly period ended June 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, each hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of their knowledge:

 

  1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
     
  2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Mexco Energy Corporation as of the dates and for periods presented as required by such Report.

 

Date: August 10, 2016 /s/ Nicholas C. Taylor
  Nicholas C. Taylor
  Chief Executive Officer
   
Date: August 10, 2016 /s/ Tamala L. McComic
  Tamala L. McComic
  Chief Financial Officer